23 Sep 2014 18:00
Bank Audi
September 23, 2014
Resolutions adopted by the Extraordinary General Meeting of Shareholders of September 23, 2014:
First resolution: confirmation of the adequate completion of the procedures for the increase of the Bank's capital through the issuance of 50,000,000 common shares and discharge of the Chairman and members of the Board of Directors in respect of actions relating to the Capital Increase.
The Extraordinary General Meeting of shareholders of Bank Audi sal, having reviewed all submitted documents, declares that:
- 50,000,000 common shares with a nominal value of LL 1,299 each, have been issued, their aggregate nominal value amounting to LL 64,950,000,000 has been deposited in the Bank's capital increase account opened at the Central Bank of Lebanon and the aggregate issue premium amounting to USD 256,915,422.89 has been paid at Bank Audi sal.;
- The persons listed on the Annexes of the minutes of meeting (stamped by the Central Bank of Lebanon, 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 resolves to:
- Confirm and approve the adequate completion of all formalities and actions undertaken to execute the increase of the Bank's capital from LL 460,819,215,996 to LL 525,769,215,996, including (i) the transfer of the aggregate nominal value of the subscriptions to the special account opened at the Central Bank of Lebanon on 13/9/2014, and (ii) the transfer of the aggregate issue premium to Bank Audi sal;
- Declare that Bank Audi's capital is now LL 525,769,215,996, fully paid and divided into 404,749,204 nominal shares having a par value of LL 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 August 26, 2014 is now effective.
- Grant discharge to the Chairman and members of the Board of Directors in respect of all actions relating to the capital increase through the issuance of the common shares, including the subscription procedures and the payment of the nominal value of the issued shares and of their issuance premium. Furthermore, grant 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 with the authority to further delegate all or part of the aforementioned powers hereby granted to them.
Second Resolution: increase the Nominal Value of all the shares to become LL 1,650 per share
The Extraordinary General Meeting of Shareholders resolves to increase the Bank's capital from LL 525,769,215,996 to LL 667,836,186,600, i.e. by an amount of LL 142,066,970,604. Such increase will be accomplished by incorporating an equivalent portion of the issue premium resulting from the Capital Increase (the completion of which has been verified pursuant to the first resolution of the present meeting) through the increase of the nominal value of each share to become LL 1,650 instead of LL 1,299.
Furthermore, the Extraordinary General Meeting of Shareholders resolves to, concomitantly with the aforementioned transfer, transfer an amount equivalent to the portion of the Preferred Shares from such increase, i.e. an amount of LL 1,755,000,000, from the Preferred Shares issue premium account, to the Common Shares issue premium account.
Third Resolution: the amendment of article 6 of the Bank's By-Laws, to reflect the increase of the Nominal Value of each share
The Extraordinary General Meeting of Shareholders of Bank Audi sal, pursuant to its preceding resolution, resolves to modify article 6 of the Bank's by-laws, to become as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at LL /667,836,186,600/ (six hundred sixty seven billion eight hundred thirty six million one hundred eighty six thousand six hundred 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 LL /1,650/ (one thousand six hundred and fifty Lebanese Pounds) each, fully paid up.
The company may issue bonds pursuant to a resolution of the General Meeting of Shareholders.
Fourth Resolution: the submission of the actions described above for approval by the Central Bank of Lebanon
The Extraordinary General Meeting declares that entry into effect of the foregoing resolutions 2 and 3 is subject to the approval of the Central Bank of Lebanon.
Fifth Resolution: the granting to the Chairman of the Board of Directors and/or the CEO of the Bank of the necessary powers to seek required approvals and to perform all other procedures and acts in pursuit of resolutions 2, 3 and 4 mentioned above
The Extraordinary General Meeting of Shareholders 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 increase of the nominal value of each share, including seeking the required approvals, and generally to carry out all necessary actions to implement resolutions 2, 3 and 4 mentioned above with the authority to further delegate all or part of the aforementioned powers hereby granted to them.
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