20 Apr 2012 08:33
Bank Audi SAL - Audi Saradar Group
April 20, 2012
Resolutions adopted by the Extraordinary General Assembly meeting of shareholders of April 10, 2012:
On April 10, 2012, the Extraordinary General Assembly of shareholders of Bank Audi SAL - Audi Saradar Group held a meeting at the Bank's Head Office in Beirut, Lebanon and adopted the following five resolutions:
First resolution
The Extraordinary General Assembly, after hearing the Chairman's report resolves to approve it and to increase the Bank's capital from /455,440,189,776/ LL to /457,321,189,776/ LL through the issuance of 1,500,000 (One million five hundred thousand) new nominal preferred shares (pursuant to Lebanese Law No 308/2001) to be captioned Series "F" preferred shares having a nominal value of 1,254 LL each, to be listed on the regulated financial markets and to be issued as per the following terms and conditions:
1 The Series "F" preferred shares will be issued at their nominal value (LL 1,254 per share) plus an issue premium;
2 The issue premium for each new share is determined in US Dollars as the difference between U.S. $100.00 per share and the U.S. $ equivalent of LL 1,254 computed at the exchange rate prevailing on the first day of the subscription period;
3 Each holder of Series D preferred shares and Series E preferred shares will have the right to subscribe, on a priority basis, to the issue of Series F preferred shares, pro rata to their nominal holdings of Series D preferred shares and Series E preferred shares. Any Series F preferred shares not subscribed by holders of Series D preferred shares and Series E preferred shares will be allocated to other subscribers in the sole discretion of the Board of Directors and its Chairman, subject to the provisions of paragraph 3 of article 2 of Lebanese Law No 308/2001;
4 The beginning and the end of the subscription period will be set by the Chairman of the Board of Directors or by the Group CEO, Mr. Samir Hanna;
5 Series F preferred shares are perpetual. Their nominal value and issue premium should be paid by the subscriber fully in readily available funds upon subscription. Their nominal value should be deposited with the Central Bank of Lebanon;
6 Holders of Series F preferred shares have the right (ranking pari passu with the rights of the holders of the outstanding Series D preferred shares and Series E preferred shares, pro rata to the amounts due to each) to receive a non cumulative annual distribution amount as described below, to be paid only out of the Bank's distributable net income for the relevant year, following the determination by the Ordinary General Assembly of the net income of said year. In the event that the amount of net income proposed to be distributed for any given year is insufficient to pay the annual Series F distributions and the annual Series D and Series E distributions, then said annual distributions shall be reduced, for each series of preferred shares, pro rata to the shortage of the net income proposed to be distributed versus the aggregate amount of annual distributions otherwise due.
If, in any given year, the Board of Directors recommends (and the General Assembly approves) that no amounts of profits be distributed on the account of said year then no distribution will be paid on the account of said year and the annual distribution in respect of said year will be canceled and will not be cumulated with the annual distribution of the following year. No payment of dividends to the holders of common shares on the account of any given year can be made unless the preferred shares annual distributions for said year have been paid, noting that the General Assembly is under the obligation to resolve the distribution of amounts sufficient to cover the preferred shares annual distributions when the Bank has sufficient distributable net income for the year unless there exists a legal or regulatory obstacle that prohibits such resolution.
7
7.1 The Bank may, at its option, redeem and cancel the Series F preferred shares. Upon any such redemption and cancellation of Series F preferred shares, the nominal value of each of the remaining shares (common and preferred) then constituting the outstanding share capital of the Bank, shall be adjusted to reflect such cancellation, with the Bank's total capital remaining unchanged;
The authority to exercise the option to redeem and cancel the Series F preferred shares lies with the Board of Directors. Upon exercising the option, said Board determines the increase of the nominal value of the remaining shares (common and preferred) pursuant to the cancellation of series F preferred shares (whether fully or partially) and submits the matter to the Extraordinary General Assembly of shareholders to verify the adequate completion of the increase of nominal value and to modify the Bank's By Laws accordingly.
7.2 Preferential rights:
The Series F preferred shares are granted the following preferential rights:
a. The right to receive distributions amounting to U.S. $4.00 per Series F preferred Share on account of fiscal year 2012, and amounting to U.S. $ 6.00 per Series F preferred Share on account of each fiscal year thereafter. The Bank will deduct applicable withholding taxes from said amounts;
b. In the event of a liquidation of the Bank, the holders of the Series F preferred shares shall be entitled (on a pro rata basis with all holders of any other then outstanding preference shares of the Bank ranking pari passu with the Series F preferred shares in respect of distributions, determined on the basis of the respective issue price for such shares) to be paid out of the assets available for distribution to its shareholders, before any payment shall be made on the common shares, an amount per Series F preferred Share equal to the sum of (x) the Lebanese Pound equivalent of U.S. $100.00 per share, and (y) all declared but unpaid distributions on the Series F preferred shares;
7.3 Loss Absorbency:
Subject to applicable Lebanese law and regulation and consistent with the Basel Committee requirements to ensure loss absorbency at the point of non-viability (as per the reforms to raise the quality of regulatory capital issued on 13/1/2011), the Series F Preferred Shares shall constitute loss absorbency instruments, and, accordingly, similar to other shares constituting the Capital of the Bank, the Series F Preferred Shares shall, participate pro rata in absorbing any Capital losses of the Bank.
7.4 Redemption and cancellation of the shares
The Bank may, at its option, redeem and cancel the Series F preferred shares in whole or in part subject to:
- compliance with any and all then applicable regulations and financial ratios of the Central Bank of Lebanon and the Banking Control Commission, in connection with the adequacy of shareholders equity;
- availability of sufficient free reserves for the purpose;
The Banking Control Commission verifies compliance with the above.
Redemption and cancellation of the shares is subject to the following:
a. The Bank may exercise its option to redeem and cancel Series F preferred shares for the first time within the 60 days following the later of (x) the fifth anniversary of the Extraordinary General Assembly meeting that will have confirmed the adequate completion of all the procedures of the issuance of the Series "F" preferred shares or (y) the date of the Ordinary General Assembly meeting of shareholders of the Bank at which the annual audited financial statements for the year ended December 31, 2016 are approved. The Bank may thereafter exercise its option to redeem and cancel Series E preferred shares within 60 days following each subsequent General Assembly meeting of shareholders of the Bank at which the annual audited financial statements are approved;
b. The Bank may redeem the Series F preferred shares in whole or in part (but, in each case, not less than the lesser of (i) 20 per cent. of the aggregate issue size or (ii) all the then outstanding Series F preferred shares);
c. Redemption of Series F preferred shares will be at a redemption price equal to U.S. $100.00 per Series F Share plus any declared but unpaid distributions as described below; provided that no distributions shall be payable in respect of any Series F preferred shares for the year in which such Series F preferred shares are redeemed and canceled;
d. In the case of redemption and cancellation of a part only of the Series F preferred shares at the time outstanding, the redemption and cancellation will be on a pro rata basis among all holders of Series F preferred shares.
e. In the case of a decision by the Bank to exercise its option to redeem and cancel Series F preferred shares, then the holders of such Series F preferred shares will be under the obligation to conform;
f. All amounts and conditions mentioned above (including the Series F annual distribution amounts) are subject to adjustment in the event of any subsequent stock split or combination affecting the share capital of the Bank;
g. Notwithstanding point a. above, but subject to compliance with the other applicable conditions for the redemption and cancellation as described above, the Bank will have the option, at the discretion of its Board of Directors, to redeem and cancel the Series F preferred shares in whole or in part, before the dates mentioned under point a. above, upon the occurrence of a change in any applicable law or regulation or standard, which would result in the aggregate issue price in respect of all Series F preferred shares not being included in Tier 1 capital of the Bank or otherwise in the event that the Bank would not be permitted to maintain the issue premium in respect of the Series F preferred shares in U.S. Dollars or any other foreign currency as may be acceptable to it;
8 Series F distributions are payable once during every calendar year. The first annual distribution will be paid following the General Assembly meeting of shareholders at which the annual audited financial statements of the Bank for the year ended December 31, 2012 are approved, subject to compliance with any and all then applicable regulations and financial ratios of the Central Bank of Lebanon and the Banking Control Commission, and subject to conformity with the conditions mentioned under point 6. above;
In the event that the conditions for payment are not met in any given year and no distributions are paid on the account of said year then the annual distribution in respect of said year will be canceled and will not be cumulated with the annual distribution of the following year.
9 Except in the limited circumstances determined pursuant to Article 2.5 of Lebanese law number 308 dated 03 April 2001, the holders of Series F preferred shares shall not have voting rights in the shareholders General Assembly meetings.
10 Holders of Series F preferred shares will have priority subscription rights to subscribe, pro rata with holders of the Series D and Series E preferred shares, to newly issued preference shares of the Bank, but not to newly issued common shares.
11 The Extraordinary General Assembly resolves to empower the Board of Directors to make all necessary determinations regarding the above including the completion of all procedures as necessary for the implementation of the resolutions of the present assembly, and including the rounding of the numbers of allocated shares, but without affecting the aforementioned powers granted to the Chairman and to the Group CEO Mr. Samir Hanna concerning the determination of the subscription period.
Second resolution
The Extraordinary General Assembly resolves the listing of the newly issued /1,500,000/ Preferred Shares on Beirut Stock Exchange.
Third resolution
The Extraordinary General Assembly, pursuant to resolutions one and two above, resolves to modify articles 6 and 8 of the Bank's by-laws. The modified text of said articles, is as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at /457,321,189,776/ LL four hundred and fifty-seven billion three hundred and twenty-one million one hundred and eighty-nine thousand seven hundred and seventy six Lebanese pounds divided into /364,689,944/ three hundred and sixty-four million six hundred and eighty-nine thousand nine hundred and forty four nominal shares, with a value of /1,254/ LL 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 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 /349,439,944/ 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.
Fourth resolution
The Extraordinary General Assembly declares that entry into effect of the foregoing resolutions is subject to the approval of the Central Bank of Lebanon.
Fifth resolution
The Extraordinary General Assembly resolves to grant the Chairman of the Board of Directors, Mr. Raymond Audi and Board member and Group CEO, Mr. Samir Hanna, severally, necessary powers to take executive actions in connection with the issuance of the preferred shares and time frame set for the subscription and payment of nominal value and premium, the opening of accounts for this purpose, the necessary actions for the listing of such Preferred shares on regulated stock markets, and generally to take all actions required to implement the content of the decisions referred to above with the authority to delegate all or part of the aforementioned powers granted to them.
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