11 Jun 2015 08:00
Bank Audi
June 11, 2015
Resolutions adopted by the Extraordinary General Assembly meeting of shareholders of June 9, 2015:
On June 9, 2015, the Extraordinary General Assembly of Shareholders of Bank Audi sal held a meeting at the Bank's Head Office in Beirut, Lebanon and adopted the following 4 resolutions:
First resolution: Cancellation of all the Series "E" Preferred Shares and increase of the Bank's Capital in order to round the nominal value of each individual Share up to LL 1,656:
The Extraordinary General Assembly resolves to (i) cancel all of the 1,250,000 outstanding Series "E" Preferred Shares, and substitute their nominal value (aggregating LL 2,062,500,000) in the Capital of the Bank through a simultaneous incorporation of an equivalent amount from the free reserves, concomitantly with the cancellation, and (ii) for the avoidance of residual amounts in the nominal value of the Share pursuant to the aforementioned cancellation of the Series "E" Preferred Shares, increase the Bank's Capital to become LL668,194,681,824 hence an increase of LL358,495,224 through the incorporation of an aggregate amount of LL2,420,995,224 from the free reserves (representing the nominal value of the cancelled shares and the capital increase), all resulting in a nominal value of each individual Share of L.L. 1,656.
Second resolution: Amendment of Articles 6 and 8 of the By Laws to reflect the cancellation of the Series "E" Preferred Shares:
The Extraordinary General Assembly of shareholders of Bank Audi sal, pursuant to its preceding resolution, resolves to modify articles 6 and 8 of the Bank's by-laws. Modified text of said articles is as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at LL /668,194,681,824/ (six hundred sixty eight billion one hundred ninety four million six hundred eighty one thousand eight hundred twenty four Lebanese Pounds) divided into /403,499,204/ (four hundred and three million four hundred ninety nine thousand two hundred and four) nominal Shares, with a value of LL /1,656/ (one thousand six hundred and fifty six Lebanese Pounds) each, fully paid up.
The company may issue bonds pursuant to a resolution of the General Meeting of Shareholders.
Article 8 - Type of Shares
1- Shares constituting the Company's capital are divided into two categories, the first category being the Common Shares consisting of /399,749,204/ Shares, and the second category being the Preferred Shares consisting of /3,750,000/ Preferred Shares. The second category consists of three series: /1,500,000/ Series "F" Preferred Shares, /1,500,000/ Series "G" Preferred Shares and /750,000/ Series "H" Preferred Shares.
2- All the company's Shares are nominal Shares and shall be kept with the central depositary MIDCLEAR s.a.l.; Ownership, trading, pledges and other rights affecting the Shares shall be established by the records of MIDCLEAR s.a.l..
3- All the company's Shares may be subscribed to publicly and are tradable on the regulated financial markets. All Shares are traded on such markets.
Entry into effect of the modification of the By Laws is subject to the approval of the Central Bank of Lebanon as shown below and to the verification by the EGM of the completion of all formalities related to the capital increase.
Third resolution: Submission of the above resolutions for approval by the Central Bank of Lebanon:
The Extraordinary General Assembly of shareholders resolves to submit the 2 above resolutions to the approval of the Central Bank of Lebanon;
Fourth resolution: Granting to the Chairman of the Board of Directors (Mr. Raymond Audi) and to the Group Chief Executive Officer (Mr. Samir Hanna), acting severally, of the necessary powers to perform all acts and procedures in pursuit of the foregoing resolutions:
The Extraordinary General Assembly of shareholders resolves to grant each of (i) the Chairman of the Board of Directors, Mr. Raymond Audi and (ii) Board member and Group CEO, Mr. Samir Hanna, severally, the necessary powers to carry out all necessary actions to implement the above resolutions, with the authority to further delegate all or part of the aforementioned powers granted to them hereby.
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