29 Jul 2009 14:02
July 29, 2009
Resolutions adopted by the Extraordinary General Assembly meeting of
July 27, 2009:
On July 27, 2009, the Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group held a meeting at the Bank's Head Office in Beirut, Lebanon and adopted the following four resolutions:
First Resolution
The Extraordinary General Assembly of Shareholders of Bank Audi SAL - Audi Saradar group, having reviewed all submitted documents, declares that
Accordingly, the Extraordinary General Assembly of Shareholders of Bank Audi SAL - Audi Saradar Group resolves to:
Confirm the completion of all formalities regarding the cancellation of the Series "C" Preferred Shares, the resulting reduction of the number of outstanding shares by four million shares, and the distribution of the nominal value of the cancelled shares on the remaining Shares of the Bank.
Confirm the completion of all formalities regarding the capital increase of Bank Audi SAL - Audi Saradar Group from L.L. 433,833,279,000 to L.L. 434,132,515,250 i.e. by 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).
Declare that the Capital of Bank Audi s.a.l. - Audi Saradar Group now amounts to L.L. 434,132,515,250 fully paid up and divided into 35,439,389 nominal shares having a value of L.L. 12,250 each;
Declare that, pursuant to the above, the modification of articles 6 and 8 of the by-laws of Bank Audi s.a.l. - Audi Saradar Group, as per the 2nd resolution of the Extraordinary General Assembly meeting of Shareholders held on 7 May 2009, is now effective.
Second Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l - Audi Saradar Group, pursuant to its resolution dated 2/2/2006 approving the issuance of free option rights, and after examination of the two Board of Directors resolutions dated 23/3/2006 (resolution number 2) and 10/5/2007 (resolution number 12) that defined the conditions and amounts payable for issuance of shares upon exercise of option rights, approves the increase of Capital by an amount of 2,812,012,000 Lebanese Pounds through the issuance of 229,552 shares, all of which are ordinary shares reserved for the optionees who have exercised their rights and who are listed on annexes 1 and 2 and sets the terms of the issuance of said shares as follows:
Shares totaling 229,552 ordinary shares are issued at the aggregate of (i) the nominal value of 12,250 LL per share, and (ii) an issue premium payable upon subscription;
In addition to the nominal value of the shares, subscribers to 220,848 shares whose names are listed in annex 1 attached herewith are requested to pay, for each share, the difference between 27.19 USD 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;
In addition to the nominal value of the shares, subscribers to 8,704 shares whose names are listed in annex 2 attached herewith are requested to pay, for each share, the difference between 40.33 USD 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;
Each of the Chairman of the Board of Directors General Manager, and Mr. Samir Hanna, member of the Board of Directors and General Manager, acting individually, are empowered to take all executive measures relating to the subscription to the new shares, the related subscription periods and the payment of their value and related issue premium.
Beneficial rights of said shares take effect beginning with the results of the financial year 2009.
Third Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l - 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 436,944,527,250 four hundred thirty six billion nine hundred forty four million five hundred twenty seven thousand two hundred and fifty Lebanese Pounds divided into 35,668,941 thirty five million six hundred sixty eight thousand nine hundred forty one nominal shares, with a value of /12,250/ 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
Shares representing the Company's capital are divided into two categories: (i) Common shares consisting of 34,418,941 shares, and (ii) Series "D" Preferred shares consisting of 1,250,000 preferred shares issued pursuant to a resolution by the Extraordinary General Meeting held on 5 September 2005.
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.
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 effecting its preceding resolutions 2 and 3 is subject to the approval of the Central Bank of Lebanon.
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