26 Aug 2014 16:11
Bank Audi
August 26, 2014
Resolutions adopted by the Extraordinary General Meeting of Shareholders of August 26, 2014:
I- Increase of the Bank's capital through the issuance of 50,000,000 Common Shares together with warrants and their partial allocation:
First resolution:
The Extraordinary General Meeting of Shareholders announces that it has reviewed the External Auditors' certificate and the "Expert Report" dated 06/08/2014 that has been submitted by the two experts appointed by the commercial court in Beirut in application of Article 113 of the Lebanese Commercial Law,
And that it has reviewed the proposal to increase Bank Audi's capital from L.L. 460,819,215,996 to L.L. 525,769,215,996 i.e. by L.L. 64,950,000,000 (sixty four billion nine hundred and fifty million) through the issuance of fifty million new Common Shares (the "New Shares"), with a nominal value of L.L. 1,299 per Common Share to be listed on regulated stock exchanges and subscribed for in cash as per the following terms:
1. The issuance of 50 million Common Shares at a nominal value of L.L. 1,299 per Common Share in addition to an issue premium. The nominal value is to be paid in a special account opened for this purpose at the Central Bank of Lebanon and the issue premium, is to be paid at the Central Bank of Lebanon or at Bank Audi sal as determined by the Chairman of the Board Mr. Raymond Audi, and/or by Board member and Group CEO Mr. Samir Hanna;
2. Upon issue, the New Shares shall rank pari passu with all other issued and outstanding Common Shares of the Bank;
3. The issue premium per New Share is the difference between US$ 6.00 and the US$ counter-value of the nominal value of such New Share at the exchange rate prevailing on the first date of the Subscription Period;
4. Beneficial rights attached to the New Shares take effect starting with the results of the financial year 2014 inclusive, and benefit from any distribution following their issuance;
5. Each subscriber shall be entitled to receive 3 Warrants per New Share. Each Warrant will entitle the holder, during the Warrant Exercise Period, to purchase a share in the Bank's subsidiary in Turkey, Odeabank (provided that a 10:1 reverse stock split of the shares of Odeabank has occurred) at a price of USD 0.95. This Warrant Exercise Price will be subject to adjustment in the event of changes to the par or nominal value of Odeabank Shares (i.e., as a result of any additional stock splits, reverse stock splits or similar events) and can be exercised in a 30-day period during the first half of 2019.
The Capital Increase shall be comprised of two increases:
The "First Capital Increase" comprises the issuance of forty million Common Shares:
1. Subscription in the First Capital Increase will be initially reserved to existing holders of Common Shares by way of an issue of rights (the "Rights");
2. Existing shareholders will have pre-emptive rights in respect of the initial allocation of New Shares from the First Capital Increase pro rata to the number of Common Shares held by each such shareholders;
3. Subscription rights can be transferred by their beneficiaries to third parties (whether such third parties are shareholders of the Bank or not), subject, when applicable, to the prior approval of the Central Bank of Lebanon;
The "Second Capital Increase" comprises the issuance of ten million Common Shares:
1. Subscription right shall be reserved to new investors or to shareholders of the Bank as determined by the Board of Directors, subject, when applicable, to the prior approval of the Central Bank of Lebanon.
Pursuant to the above, the Extraordinary General Meeting of Shareholders resolves to increase the capital of Bank Audi sal from L.L. 460,819,215,996 to L.L. 525,769,215,996 i.e. by L.L. 64,950,000,000 (sixty four billion nine hundred and fifty million) through the issuance of fifty million new Common Shares, with a nominal value of L.L. 1,299 per Common Share to be subscribed for in cash as per the terms and conditions mentioned above, and as per the additional terms that will appear in resolutions 2 and 3 below. Existing shareholders will have pre-emptive rights in respect of the initial allocation of New Shares from the First Capital Increase pro rata to the number of Common Shares held by each such shareholders, and the right to subscribe for the Second Capital Increase of 10 million Common Shares will be allocated to existing shareholders or to new investors at the discretion of the Board of Directors. The Extraordinary General Meeting of Shareholders further resolves to empower the Chairman of the Board of Directors Mr. Raymond Audi, and/or Board member and Group CEO Mr. Samir Hanna, severally, to set the subscription period for the newly issued shares, call for the said subscription, publish the subscription notice in two local newspapers, set the subscription period for the existing shareholders to exercise their pre-emptive rights or for new investors to subscribe for the residual shares that haven't been subscribed for in the First Capital Increase, transfer the total value of the newly issued shares and perform all acts as may be necessary to implement the content of the decisions referred to above.
Second resolution:
The Extraordinary General Meeting of Shareholders resolves to:
- Uphold the pre-emptive right of the existing shareholders to subscribe for the First Capital Increase amounting to 40 million shares, pro rata to the number of Common Shares held by each shareholder;
- Waive shareholders' pre-emptive rights in respect of the allocation of residual Shares of the First Capital Increase that have not been subscribed to;
- Waive pre-emptive rights in respect of the shares that constitute the Second Capital Increase and its allocation to existing shareholders or new investors at the discretion of the Board of Directors;
- Empower the Board of Directors to:
o Determine the list of subscribers for the First Capital Increase, the number of shares allocated to it, and distribute the portion of shares where applicable;
o Allocate the residual shares of the First Capital Increase for which pre-emptive rights have not been exercised to existing shareholders or to new investors, and determine all conditions where applicable;
o Set the procedures for the transfer of pre-emptive rights;
o Allocate the New Shares of the Second Capital Increase to existing shareholders or new investors;
o Set all details related to the above and take necessary applicable steps in order to implement the EGM resolutions;
Authorize the Board of Directors to delegate to each of, its Chairman Mr. Raymond Audi, and/or the Group CEO Mr. Samir Hanna, severally, all or part of the powers granted to it, but without affecting the aforementioned powers granted to the Chairman and to Board member and Group CEO Mr. Samir Hanna concerning the determination of the subscription period;
Authorize, where applicable, transactions falling under article 158 of the Lebanese Code of Commerce in order to enable the Board of Directors to allocate the shares as mentioned above.
Third resolution:
The Extraordinary General Meeting of Shareholders resolves to:
- Grant three Warrants per New Share; Each Warrant entitles its owner, during the Warrant Exercise Period, to purchase a share in the Bank's subsidiary in Turkey, Odeabank A.S., for USD 0.95 per share of Odeabank (provided that a 10:1 reverse stock split of the shares of Odeabank has occurred). The Warrant Exercise Price will be subject to adjustment in the event of changes to the par or nominal value of Odeabank Shares (i.e., as a result of any additional stock splits, reverse stock splits or similar events). The Warrants can be exercised in a 30-day period during the first half of 2019;
- Authorize the Board of Directors to set all details relating to the above including the determination of all the conditions relating to the Warrants, the mechanism of exercising them, with the right to delegate all or part of the aforementioned powers;
- Grant, in advance, the necessary authorizations in order to enable the beneficiaries of the Warrants to exercise their rights within the Exercise period, especially, when applicable, the necessary authorizations in accordance with Article 158 of the Code of Commerce.
II- Listing of such newly-issued Common Shares on the Beirut Stock Exchange, amendment of the Bank's By-laws and other matters related to the above:
Fourth resolution:
The Extraordinary General Meeting of Shareholders resolves the listing of the 50,000,000 New Shares on the Beirut Stock Exchange.
Fifth resolution:
The Extraordinary General Meeting of Shareholders, pursuant to its preceding resolutions, 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 /525,769,215,996/ LL (five hundred twenty five billion seven hundred sixty nine million two hundred fifteen thousand nine hundred and ninety six Lebanese pounds) divided into /404,749,204/ (four hundred four million seven hundred forty nine thousand two hundred and four) nominal Shares, with a value of /1,299/ LL (one thousand two hundred and ninety nine 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 399,749,204 Shares, and the second category being the Preferred Shares consisting of 5,000,000 Preferred Shares. The second category consists of four series: /1,250,000/ Series "E" Preferred Shares, /1,500,000/ Series "F" Preferred Shares, /1,500,000/ Series "G" Preferred Shares and /750,000/ Series "H" 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.
Entry into effect of the modification of the By Laws is subject to the approval of the Central Bank of Lebanon as shown below and to the verification by the EGM of the completion of all formalities related to the capital increase.
Sixth resolution:
The Extraordinary General Meeting declares that entry into effect of the foregoing resolutions is subject to the approval of the Central Bank of Lebanon and, where applicable, the Capital Market Authority in Lebanon;
Seventh resolution:
The Extraordinary General Meeting of Shareholders of Bank Audi sal resolves to grant each of (i) the Chairman of the Board of Directors, Mr. Raymond Audi and (ii) Board member and Group CEO, Mr. Samir Hanna, severally, the necessary powers to carry out all necessary actions in connection with the issuance of the New Shares and the determination of the subscription period relating to the First Capital Increase, the release of the total value of the capital increase, the payment of the premium, the opening of accounts for this purpose, the application for listing such New Shares on regulated stock markets, and generally to carry out all necessary actions to implement the above resolutions including, in particular, the application for the approval of the Central Bank of Lebanon acting through its Central Council, with the authority to further delegate all or part of the aforementioned powers hereby granted to them.
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