21 Jun 2013 16:00
Bank Audi sal - Audi Saradar Group
June 21, 2013
Resolutions adopted by the Extraordinary General Meeting of Shareholders
of June 21, 2013:
First resolution: Confirmation of the cancelation of the Series "D" Preferred Shares and of the increase of the Bank's share capital in order to round the nominal value of each individual share up to LBP 1,299
The Extraordinary General Meeting of shareholders of Bank Audi sal - Audi Saradar Group, having reviewed the resolution of the Board of Directors' meeting held on May 23, 2013, and including:
- The verification of the completion of the procedures for the cancelation of the Series "D" Preferred Shares and the increase of the Bank's share capital up to LBP 460,819,215,996, i.e. by an amount of LBP 187,464,180, through the incorporation of general reserves, in order to round the nominal value of each individual share up to LBP 1,299;
- The declaration, pursuant to the above, that the amendment of articles 6 and 8 of the Bank's By-laws as per the second resolution of the Extraordinary General Meeting held on April 15, 2013 is now effective;
declares that it has taken note of and confirms the implementation of the first resolution adopted by the Extraordinary General Meeting of Shareholders held on April 15, 2013, relating to the cancelation of the Series "D" Preferred Shares and the increase of the Bank's share capital in order to round the nominal value of each individual share up to LBP 1,299.
Second resolution: Confirmation of the completion of the procedures for the increase in the Bank's capital through the issuance of the Series "G" and Series "H" Preferred Shares
The Extraordinary General Meeting of shareholders of Bank Audi sal - Audi Saradar Group, having reviewed all submitted documents, declares that:
- It has verified that (i) 1,500,000 Series "G" Preferred Shares and 750,000 Series "H" Preferred Shares, with a par value of LBP 1,299 each, have been issued, (ii) their aggregate par value amounting to LBP 2,922,750,000 has been deposited in the Bank's capital increase account opened at the Central Bank of Lebanon and (iii) the aggregate issue premium amounting to USD 223,061,194 has been paid at Bank Audi sal - Audi Saradar Group;
- The persons listed on the Annexes 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 within the set subscription period.
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 LBP 457,896,465,996 to LBP 460,819,215,996, i.e. by an amount of LBP 2,922,750,000, including (i) the transfer of the aggregate nominal value of the subscriptions on June 8, 2013 to the special account opened at the Central Bank of Lebanon and reserved for the capital increase and (ii) the transfer of the aggregate issue premium to Bank Audi sal - Audi Saradar Group;
- Declare that Bank Audi's capital is now LBP 460,819,215,996, fully paid and divided into 354,749,204 nominal shares having a par value of LBP 1,299 per share;
- Declare, pursuant to the above, that the amendment of articles 6 and 8 of the Bank's By-laws as per the fifth resolution of the Extraordinary General Meeting held on April 15, 2013 is now effective.
Third resolution: Discharge of the Chairman and members of the Board of Directors in respect of all actions relating to the Capital Increase
The Extraordinary General Meeting of shareholders of Bank Audi sal - Audi Saradar Group grants discharge to the Chairman and members of the Board of Directors in respect of all actions relating to (i) the capital increase in order to round the nominal value of each individual share up to LBP 1,299 and (ii) the issuance of the Series "G" and the Series "H" 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.
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