4 Oct 2010 08:28
Bank Audi sal - Audi Saradar Group
October 4, 2010
Resolutions adopted by the Extraordinary General Meeting of Shareholders
of October 1, 2010
First Resolution
The Extraordinary General Assembly of shareholders, having reviewed the Board of Directors' resolution dated August 5, 2010, pursuant to which the Board has approved the withdrawal, from the deposit facility (under the Deposit Agreement between Bank Audi sal - Audi Saradar Group and Deutsche Bank Trust Company Americas) of 8,029,756 Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury, in order to cancel them, resolves:
1- To take note of and ratify the aforementioned Board of Directors' resolution to withdraw 8,029,756 Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury from the deposit facility (under the Deposit Agreement between Bank Audi sal - Audi Saradar Group and Deutsche Bank Trust Company Americas).
2- (i) To reduce the number of shares comprising the share capital of the Bank through the cancelation of the aforementioned 8,029,756 Common Shares (once such Common Shares have been withdrawn from the Deposit facility), (ii) to increase the nominal value of all remaining shares comprising the share capital of the Bank by an amount equivalent to the aggregate nominal value of the cancelled Common Shares, (iii) to deduct an amount equivalent to the aggregate amount paid for the purchase of the GDRs heretofore evidencing the cancelled Common Shares from the Common Shares Issue Premium Account, and (iv) to increase the Bank's share capital from L.L. 438,475,777,250 at the date hereof to L.L. 438,786,706,116 through the incorporation of general reserves for L.L. 310,928,866 in order to round the nominal value of each individual share, to become L.L. 1,254 upon completion of the above.
The aforementioned cancellation will enter into effect at the date of the verification of the adequate completion of all formalities pertaining to (i) the increase of the nominal value of all remaining shares comprising the share capital of the Bank by an amount equivalent to the aggregate nominal value of the cancelled Common Shares and (ii) the increase of the Bank's share capital.
Second Resolution
Pursuant to its first resolution above, the Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to modify articles 6 and 8 of the Bank's by-laws to become as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at L.L.438,786,706,116 (four hundred and thirty-eight billion seven hundred and eighty-six million seven hundred and six thousand one hundred and sixteen Lebanese Pounds) divided into 349,909,654 (three hundred and forty-nine million nine hundred and nine thousand six hundred and fifty-four) nominal shares, with a value of L.L.1,254 (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 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 336,159,654 shares, and the second category being the preferred shares consisting of 13,750,000 preferred shares. The second category consists of two series: 12,500,000 Series "D" preferred shares and 1,250,000 Series "E" 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.
Third Resolution
The Extraordinary General Assembly of shareholders, (i) pursuant to its resolution dated 2/2/2006 approving the issuance of free option rights, and (ii) 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, and (iii) after examination of the list of optionees who have exercised their rights and the number of shares reserved for each optionee as a result of such exercise, resolves to increase the Bank's Capital from L.L. 438,786,706,116 to L.L.454,232,800,956, i.e. by an amount of L.L.15,446,094,840 through the issuance of 12,317,460 common shares reserved for the optionees who have exercised their rights, at the aggregate value of L.L. 1,254 per share, plus an issue premium, as per the following terms:
1. The new shares are reserved for the optionees who have exercised their rights (listed on annexes 1 and 2 attached herewith) and are issued at the aggregate of the nominal value and an issue premium both payable upon subscription;
2. In addition to the nominal value of the shares, subscribers to 11,717,760 shares whose names are listed in annex 1 attached herewith are requested to pay, for each share, the difference between USD 2.719 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;
3. In addition to the nominal value of the shares, subscribers to 599,700 shares whose names are listed in annex 2 attached herewith are requested to pay, for each share, the difference between USD 4.033 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;
4. Beneficial rights attached to the newly issued shares take effect starting with the results of the financial year 2010.
Fourth Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to list the newly issued 12,317,460 Common Shares on the Beirut Stock Exchange.
Fifth Resolution
The Extraordinary General Assembly of shareholders, pursuant to its third and fourth resolutions above, resolves to further modify articles 6 and 8 of the Bank's by-laws to become as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at L.L. 454,232,800,956 (four hundred and fifty-four billion two hundred and thirty-two million eight hundred thousand nine hundred and fifty-six Lebanese Pounds) divided into 362,227,114 (three hundred and sixty-two million two hundred and twenty-seven thousand one hundred and fourteen) nominal shares, with a value of L.L. 1,254 (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 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 348,477,114 shares, and the second category being the preferred shares consisting of 13,750,000 preferred shares. The second category consists of two series: 12,500,000 Series "D" preferred shares and 1,250,000 Series "E" 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.
Sixth Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. resolves to submit all its above resolutions to the approval of the Central Bank of Lebanon;
It further resolves that entry into effect of resolutions 3, 4 and 5 is conditioned upon prior full implementation of resolutions 1 and 2.
Seventh Resolution
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group 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 individually, and any other person empowered by any of them, the power to carry out any needed action for (i) the withdrawal from the deposit facility of common shares to be cancelled, (ii) the subsequent cancellation of such common shares, (iii) the increase of the nominal value of all remaining shares, (iv) the issuance of new shares and the setting of the subscription periods for the payment of their price and related issue premium, (v) the application to list the newly issued shares on the Beirut Stock Exchange, and (vi) generally any other needed action for the implementation of the above resolutions approved by the General Assembly.
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group also empowers the Board of Directors to verify the adequate completion of all the procedures relating to the cancellation of 8,029,756 Common Shares and to the increase of the Bank's share capital in order to round the nominal value of each individual share, in accordance with resolution 1 above. Upon such verification by the Board resolution 2 above will enter into effect.
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