25 Jun 2012 15:23
Bank Audi sal - Audi Saradar Group
June 25, 2012
Resolutions adopted by the Extraordinary General Meeting of shareholders
of June 22, 2012:
First resolution
The Extraordinary General Meeting of shareholders of Bank Audi s.a.l. - Audi Saradar Group, having reviewed all submitted documents, declares that:
- it has verified that 1,500,000 Series "F" preferred shares, with a par value of LL 1,254 each, have been issued, and their aggregate par value amounting to LL 1,881,000,000 has been deposited in the Bank's share capital account opened at the Central Bank of Lebanon;
- The persons listed on the Annex of the minutes of meeting (showing their names and number of shares subscribed to, and constituting an integral part of the minutes) have subscribed to, and paid the capital increase.
Pursuant to the above, the Extraordinary General Meeting of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to:
- Confirm and approve the adequate completion of all formalities and actions undertaken to execute the increase of the Bank's capital from LL 455,440,189,776 to LL 457,321,189,776, i.e. by an amount of LL 1,881,000,000, including (i) the execution by Mr. Marc Audi (member of the Board of Directors and General Manager) on May 30, 2012 of a request to the Central Bank of Lebanon for the opening of a special account reserved for the capital increase, as well as (ii) the transfer to the aforementioned account of the aggregate nominal value of the subscriptions on may 31, 2012, noting that the subscription period ended on May 23, 2012;
- Declare that Bank Audi's capital is now LL 457,321,189,776, fully paid and divided into 364,689,944 nominal shares having a par value of LL 1,254 per share;
- Declare, pursuant to the above, that the amendment of articles 6 and 8 of the Bank's By-laws as per the third resolution of the extraordinary general meeting held on April 10, 2012 is now effective;
Second resolution
The Extraordinary General Meeting of shareholders of Bank Audi s.a.l. - Audi Saradar Group grants discharge to the Chairman and members of the Board of Directors in respect of all actions relating to the capital increase through the issuance of the Series "F" preferred shares, including the subscription procedures and the payment of the nominal value of the issued shares and of their issuance premium. Furthermore, the Extraordinary General Meeting of shareholders grants each of the Chairman of the Board - General Manager, Mr. Raymond Audi, and the member of the Board - General Manager, Mr. Samir Hanna, acting jointly or severally, and any other person empowered by any of them, the power to carry out all legal formalities, including without limitation (i) the transfer of the capital increase and issue premium amounts to the Bank's ordinary accounts, and (ii) the publication, registration and execution of all related documents.
Third resolution
The Extraordinary General Assembly of shareholders, (i) pursuant to its resolution dated 2/2/2006 approving the issuance of free option rights, and (ii) after examination of the Board of Directors' resolution dated 23/3/2006 (resolution number 2) that defined the conditions and amounts payable for issuance of shares upon exercise of option rights, and (iii) after examination of the list of optionees who have exercised their rights and the number of shares reserved for each optionee as a result of such exercise, resolves to increase the Bank's Capital from L.L. 457,321,189,776 to L.L.457,709,001,816 , i.e. by an amount of L.L.387,812,040 through the issuance of 309,260 common shares reserved for the optionees who have exercised their rights, at the aggregate value of L.L. 1,254 per share, plus an issue premium, as per the following terms:
1. The new shares are reserved for the optionees who have exercised their rights (listed on the Annex of the minutes of meeting) and are issued at the aggregate of the nominal value and an issue premium both payable upon subscription;
2. In addition to the nominal value of the shares, subscribers to 309,260 shares whose names are listed in the Annex of the minutes of meeting are requested to pay, for each share, the difference between USD 2.719 and the nominal value of the share at the exchange rate prevailing on the first day of the subscription period. Amounts paid in addition to the nominal value will be accounted for as issue premium;
3. Beneficial rights attached to the newly issued shares take effect starting with the results of the financial year 2012.
4. The aggregate nominal value of total issued shares is to be paid in a special account opened at the Central Bank of Lebanon, and the aggregate issue premium of total issued shares is to be paid in a special account opened at Bank Audi exclusively for that purpose.
Fourth resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to list the newly issued 309,260 Common Shares on the Beirut Stock Exchange.
Fifth resolution
Pursuant to its third and fourth resolutions above, the Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to modify articles 6 and 8 of the Bank's by-laws to become as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at L.L. 457,709,001,816 (four hundred and fifty-seven billion seven hundred and nine million one thousand eight hundred and sixteen Lebanese Pounds) divided into 364,999,204 (three hundred and sixty-four million nine hundred and ninety-nine thousand two hundred and four) nominal shares, with a value of L.L.1,254 (one thousand two hundred and fifty-four Lebanese Pounds) each, fully paid up.
The Company may issue bonds pursuant to a resolution of the General Assembly 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 349,749,204 shares, and the second category being the preferred shares consisting of 15,250,000 preferred shares. The second category consists of three series: 12,500,000 Series "D" preferred shares, 1,250,000 Series "E" preferred shares and 1,500,000 Series "F" preferred shares.
2- All the Company's shares are nominal shares and shall be kept with the central depositary MIDCLEAR SAL; Ownership, trading, pledges and other rights affecting the shares shall be established by the records of MIDCLEAR SAL.
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.
Sixth resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. resolves that entry into effect of resolutions 3, 4 and 5 is conditioned upon the approval of the Central Bank of Lebanon;
Seventh resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group grants each of the Chairman of the Board - General Manager, Mr. Raymond Audi, and the member of the Board -General Manager, Mr. Samir Hanna, acting individually, and any other person empowered by any of them, the power to carry out any needed action for (i) the issuance of new shares and the setting of the subscription periods for the payment of their price and related issue premium, (ii) the application to list the newly issued shares on the Beirut Stock Exchange, and (iii) generally any other action as may be needed for the implementation of the above resolutions approved by the General Assembly.
Eighth resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group, pursuant to article 152 of the Code of Money and Credit, resolves to approve the granting of two loans aggregating LBP 15 billion, against real estate mortgages aggregating LBP 21 billion (replacing existing previously approved loans to the same borrowers) subject to:
- Compliance with the ceilings established by virtue of applicable laws, notably article 152 of the Code of Money and Credit and BDL intermediate circular No 8554 dated 13 November 2003 as amended, and addressing the ratio of such loans to the bank's shareholders' equity. Noting that the ratio of (i) the aggregate amount of all loans that are subject to article 152 of the Code of Money and Credit to (ii) the Bank's Shareholders' equity (as at end 2011) must not exceed 5% and hence the aggregate amount of such loans must be reduced in case of breach of the aforementioned ceiling;
- Annual interest to be charged on the approved facilities at the rate applied by the Bank to its prime customers;
- Approved facilities shall be covered by real estate mortgages.
Ninth resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group, pursuant to article 158 of the Code of Commerce, resolves to approve the acquisition by the Bank of 29,500 shares representing 98.33% of the capital of Fonciere Dora sal, from its current owner, LiA Insurance sal, for a total consideration of USD 3 million, and subject to the approval of the Central Bank of Lebanon.
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