Notice of EGM

Bank Audi

NOTICE OF

EXTRAORDINARY GENERAL MEETING

The Board of Directors of Bank Audi sal invites all holders of Common Shares to attend an Extraordinary General Meeting to be held at 10:30 a.m. on Thursday February 20, 2020 at the Bank's Head Office located at Audi Plaza, Bab Idriss, Beirut Commercial Central District, in order to examine the following agenda:

1. Agree to the receipt of USD denominated cash contributions to capital convertible into common shares ("Cash Contributions"), and set their amount, terms and conditions;

2. Approve the conversion of the Cash Contributions into common shares;

3. Increase the Bank's capital following the conversion of the Cash Contributions into common shares;

4. Amend articles 6 and 8 of the Bank's By-Laws to reflect the above;

5. Submit the actions described in items 1, 2 and 3 for approval by Banque du Liban, the central bank of Lebanon; and

6. Grant the Chairman of the Board of Directors (acting singly) or any 2 Directors - General Managers (acting jointly) the necessary powers in order to implement the foregoing resolutions.

The Board of Directors