2 Jun 2010 09:13
Bank Audi SAL - Audi Saradar Group
June 02, 2010
Resolutions adopted by the Extraordinary General Meeting of shareholders
of May 31, 2010:
First resolution
The Extraordinary General Meeting, having reviewed all submitted documents, declares that it has verified the following:
- All the shares constituting the Bank's outstanding share capital, including the common shares and the Series "D" preferred shares have been split at a ratio of ten for one, each post-split share having a par value of LL 1,225. The GDRs representing common shares have also been split at the same ratio.
- Bank Audi common shares and Series "D" preferred shares started trading on a post-split basis on May 26, 2010 (noting that May 25, 2010 was a public holiday in Lebanon and that the Beirut Stock Exchange was closed on that day);
- Bank Audi GDRs started trading on a post-split basis on May 25, 2010 on the London Stock Exchange, and on May 26, 2010 on the Beirut Stock Exchange (since May 25, 2010 was a public holiday in Lebanon and the Beirut Stock Exchange was closed on that day);
- All rights attached to the share capital, including in particular, the stock options rights authorized by the Bank's extraordinary general meeting held on February 02, 2006 were adjusted to reflect the split. Accordingly, (i) each stock option granting its owner a right to purchase one share before the split was adjusted upon entry into effect of the stock split to become an option granting its owner the right to purchase ten post-split shares, (ii) Pursuant to (i) above, the total number of stock options authorized by the aforementioned extraordinary general meeting for issue by the Board of Directors , to the extent they haven't been previously issued or exercised, has been multiplied by 10 and (iii) Pursuant to (i) above, the exercise price of each stock option issued but not exercised before the entry into effect of the stock-split has been divided by ten.
Second 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 (i) that 1,250,000 Series "E" preferred shares, with a par value of LL 1,225 each, have been issued, and their aggregate par value amounting to LL 1,531,250,000 has been deposited in the Bank's share capital account opened at the Central Bank of Lebanon; and (ii) 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 the adequate completion of the increase of the Bank's capital from LL 436,944,527,250 to LL 438,475,777,250 in accordance with the resolution of the extraordinary general meeting held on March 02, 2010;
- Declare that Bank Audi's capital is now LL 438,475,777,250 , fully paid and divided into 357,939,410 nominal shares having a par value of LL 1,225 per share;
- Declare, pursuant to the above, that the amendment of articles 6 and 8 of the Bank's By-laws as per the fourth resolution of the extraordinary general meeting held on March 02, 2010 is now effective;
- Grant 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 "E" preferred shares, including the subscription procedures and the payment of the par 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 execute all legal formalities, including (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.
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