8 May 2009 14:30
May 8, 2009
Bank Audi SAL - Audi Saradar Group
Resolutions adopted by the Extraordinary General Assembly meeting of shareholders of May 07, 2009:
On May 07, 2009, 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 three resolutions:
First resolution
The Extraordinary General Assembly resolves to approve the cancellation of all the Series "C" Preferred Shares and the corresponding distribution of the nominal value of the cancelled shares on the remaining ordinary and Preferred Shares of the Bank and the resulting reduction of the total number of issued shares of the Bank by four million shares.
For the avoidance of residual amounts in the nominal value of the share pursuant to the cancellation of the Series "C" Preferred Shares and to the distribution of their aggregate nominal value on the nominal value of each of the remaining outstanding shares of the Bank as described above, the Extraordinary General Assembly resolves to approve the increase of the Capital from L.L. 433,833,279,000 to L.L. 434,132,515,250 hence an increase of L.L. 299,236,250 through the incorporation of free reserves, resulting in a nominal value of each individual share (after the share cancellation and the capital increase mentioned above) of L.L. 12,250 (Twelve Thousand Two hundred and Fifty Lebanese Pounds).
Second resolution
The Extraordinary General Assembly of shareholders of Bank Audi SAL - Audi Saradar Group, 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 /434,132,515,250/ LL four hundred thirty-four billion one hundred thirty-two million five hundred fifteen thousand and two hundred fifty Lebanese pounds divided into /35,439,389/ thirty five million four hundred thirty nine thousand three hundred eighty nine nominal shares, with a value of /12,250/ LL twelve thousand two hundred and fifty 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 34,189,389 shares, and the second category being the Series "D" Preferred Shares consisting of 1,250,000 Series "D" Preferred Shares issued pursuant to a resolution by the Extraordinary General Meeting held on September 5, 2005.
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.
Third resolution
The Extraordinary General Assembly declares that the implementation of its two preceding resolutions is subject to the approval of the Central Bank of Lebanon.
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