Information Statement

INFORMATION STATEMENT

February 12, 2010

Dear Global Depositary Receipt Holder:

Reference is hereby made to the Deposit Agreement dated October 23, 1997 (as amended, the "Deposit Agreement") between Bank Audi S.A.L. - Audi Saradar Group (as successor to Banque Audi S.A.L.) (the "Bank") and Deutsche Bank Trust Company Americas, in its capacity as depositary (the "Depositary") relating to Global Depositary Receipts issued in respect of common shares of the Bank (the "GDRs"), each GDR representing one common share, nominal value L.L. 12,250 per common share (the "Common Shares"), of the Bank. Capitalized terms used herein without otherwise being defined shall have the respective meanings assigned thereto in the Deposit Agreement.

The Depositary, as the shareholder of record of Common Shares evidenced by GDRs, has received notice of the Extraodinary General Assembly of Shareholders of the Bank to be held on March 2, 2010 (the "General Assembly"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such General Assembly. References in this Information Statement (this "Information Statement") to the "Holder" of any GDR shall mean the person registered as a holder on the books of the Depositary. In accordance with Clause 12 of the Deposit Agreement and Condition 23 of the GDRs, a copy of such notice and agenda is being sent hereby to each person who is a Holder on February 12, 2010, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to March 1, 2010, being the corresponding record date set by the Bank in respect of the General Assembly).

As set forth in such notice, at the General Assembly, shareholders of the Bank, including the Depositary, will be asked to consider and/or vote upon the following agenda:

1. A 10-for-1 split of all the shares constituting the Bank's Capital;

2. The Increase of the Bank's capital (the "Capital") through the issuance of up to 1,250,000 Preferred Shares (pursuant to Lebanese Law No 308/2001) and the determination of their terms and conditions;

3. The amendment of the Bank's by-laws (the "By-Laws"), including, in particular, Article 6 and Article 8 thereof, in order to reflect the actions described in items 1 and 2 above; and

4. The granting to the Chairman of the necessary powers to seek required approvals, to set deadlines and to perform all other procedures and acts in pursuit of all of the foregoing resolutions.

Each Holder is hereby requested to return to the Depositary voting instructions, as provided in this Information Statement, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in such agenda.

After careful consideration, the board of directors of the Bank (the "Board of Directors") recommends a vote in favor of each such resolution.

Yours very truly,

Raymond Audi

Chairman - General Manager

Bank Audi S.A.L. - Audi Saradar Group

INFORMATION STATEMENT

Table of Contents

Page

Available Information.......................................................................................................................................................... 3

Voting Rights of Holders..................................................................................................................................................... 3

Summary Background Information.................................................................................................................................... 3

Voting Instructions.............................................................................................................................................................. 5

Information regarding Bank Audi S.A.L - Audi Saradar Group.................................................................................... 6

AVAILABLE INFORMATION

No person has been authorized to give any information or to make any representation other than those contained in this Information Statement, and, if given or made, such information or representation must not be relied upon as having been authorised by the Bank. No delivery of this Information Statement nor any offer or distribution of any securities to which this Information Statement relates shall, under any circumstances, create any implication that there has been no change in the affairs of the Bank since the date of this Information Statement or that any information contained or referred to herein is correct as of any time subsequent to the date as of which it is given. This Information Statement does not constitute the solicitation of a proxy to or from any person in any jurisdiction to or from whom it is unlawful to make such offer or solicitation within such jurisdiction.

VOTING RIGHTS OF HOLDERS

In accordance with Condition 12 of the Deposit Agreement relating to the GDRs, the Depositary is seeking voting instructions from the Holders in order to exercise or cause to be exercised the voting rights in respect of the Deposited Shares as directed by such voting instructions to the extent permitted by Lebanese Law.

Common Shares which have been withdrawn from the depositary facility and transferred on the Bank's register of members to a person other than the Depositary or its nominee may be voted by the registered owner thereof. However, Holders may not receive sufficient advance notice of the General Assembly to enable them to withdraw Deposited Shares and vote at the General Assembly.

SUMMARY BACKGROUND INFORMATION

I. Share Split

As at December 31, 2004, the market price per Common Share was U.S.$23.60 and the market price per GDR was U.S.$24.25. As at December 31, 2009, these market prices had increased to U.S.$82.95 per Common Share and U.S.$89.00 per GDR.

In its meeting held on February 5, 2010, the Board of Directors, pursuant to a recommendation of its Group Executive Committee, determined that it is beneficial to proceed to a split of the Bank's outstanding share capital, including the Common Shares and the Bank's U.S.$125,000,000 Non-Cumulative Redeemable Series "D" Preferred Shares (the "Series D Preferred Shares"), in each case, at a ratio of 10 like shares for each Common Share and Series D Preferred Share outstanding. In making such determination, the Board of Directors took into consideration the significant increases (in recent years) in the market price per Common Share to levels that are considerably higher than the average share prices of other MENA issuers for similar listed securities. The Board of Directors further noted the likely positive effect that a realignment of the market price effected by the proposed split may have on the liquidity of the Common Shares and on the Banks' ability to access a broader shareholder base. Accordingly, the Board of Directors resolved to propose to the General Assembly to approve the 10-for-1 split of the Common Shares and the Series D Preferred Shares currently comprising the Bank's outstanding share capital.

Upon approval and entry into effect of the above-described split of the Common Shares, the Bank intends, subject to obtaining all necessary authorizations and approvals, including for the listing of the additional GDRs to be issued, to cause the Depositary to effect a corresponding 10-for-1 split of the outstanding GDRs in accordance with Condition 10 of the GDRs and the provisions of the Deposit Agreement so that each GDR will continue to represent one Common Share.

II. Issuance of Preferred Shares

In its meeting held on February 5, 2010, the Board of Directors, pursuant to a recommendation of its Group Executive Committee, determined that it would be beneficial to proceed with a further issue of preferred shares to augment the Bank's share capital. In making such determination, the Bank considered the redemption and cancellation, in accordance with their respective terms, (i) in 2007, of the Bank's U.S.$60,000,000 Non-Cumulative Redeemable Series "A" Preferred Shares (which were issued at a price of U.S.$25 per share in 2002, carried annual distribution rights of U.S.$3.00 per share and were redeemable by the Bank at a redemption price of U.S.$25 per share) and (ii) in 2009, of the Bank's U.S.$100,000,000 Non-Cumulative Redeemable Series "C" Preferred Shares (which were issued at a price of U.S.$100 per share in 2004, carried annual distribution rights of U.S.$8.75 per share and were redeemable by the Bank at a redemption price of U.S.$100 per share). The Board of Directors also considered the structure of the Bank's current share capital, the Bank's expected growth and the current advantageous market conditions for the issuance of new preferred shares. The Board of Directors noted that, if the issuance of new preferred shares is approved, the net proceeds thereof will be applied for general funding purposes (including, but not limited to, strengthening the capital structure and external growth). Accordingly, the Board of Directors resolved to propose to the General Assembly to approve the issuance of new preferred shares, to be captioned Series "E" Preferred Shares (the "Series E Preferred Shares"), on the indicative terms and conditions summarized below:

The above is only an indicative summary of certain terms and conditions proposed to be applicable to the contemplated Series E Preferred Shares. Nothing contained in this Information Statement shall constitute an offer of, or an invitation to subscribe for or purchase, any Series E Preferred Shares.

The issuance of the Series E Preferred Shares remains subject to the approval of the Central Bank of Lebanon and the Bank's shareholders.

III. Amendments to the By-Laws

Pursuant to applicable regulations, the approval of the actions described under sections I and II above, respectively, in each case, necessitates resulting amendments to the Bank's By-Laws.

Accordingly, in its meeting held on February 5, 2010, the Board of Directors resolved to propose to the General Assembly to approve, upon its approval of either or both of the actions described above, the amendment of Articles 6 and 8 of the By-Laws to reflect the matters specified therein.

IV. Grant of power

In its meeting held on February 5, 2010, the Board of Directors noted that the actions described under sections I, II and III above require the obtaining of certain authorizations and the completion of certain other acts. Accordingly, the Board of Directors resolved to propose to the General Assembly to approve, upon its approval of either or both of the actions described under sections I and II above and its approval of related amendments to the Bank's By-Laws, to empower the Chairman of the Board of Directors to seek the necessary authorizations (including, in particular, the approval of the Central Bank of Lebanon acting through its Central Council) and generally to perform all acts as may be necessary or advisable in the completion of such matters as are approved.

V. Summary of Matters Submitted to the General Assembly for Approval

Further to the above, the Board of Directors has convened the General Assembly to consider and approve the following resolutions:

1. A 10-for-1 split of all the shares constituting the Bank's Capital, including the Common Shares and the Series D Preferred Shares;

2. The Increase of the Bank's Capital through the issuance of up to 1,250,000 Preferred Shares (pursuant to Lebanese Law No 308/2001) and the determination of their terms and conditions;

3. The amendment of the Bank's By-Laws, including, in particular, Article 6 and Article 8 thereof, in order to reflect the actions described in items 1 and 2 above; and

4. The granting to the Chairman of the necessary powers to seek required approvals, to set deadlines and to perform all other procedures and acts in pursuit of all of the foregoing resolutions.

The proposed resolutions are subject to approval by the Central Bank of Lebanon, acting through its Central Council.

VOTING INSTRUCTIONS

Each Holder is hereby requested to return to the Depositary voting instructions, in the form provided separately by the Depository for this purpose, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the General Assembly.

In order for a voting instruction to be valid, the above-mentioned voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message or market standard authenticated message format) and returned to the Depositary by the date that the Depositary shall specify.

BANK AUDI S.A.L. - AUDI SARADAR GROUP

For information regarding the Bank, Holders are advised to review the Bank's annual report for 2008. Copies of the the Bank's annual report for 2008 may be obtained free of charge from the Bank and the Depositary at the addresses set forth below:

The Depositary:

Deutsche Bank Trust Company Americas

Winchester House

1 Great Winchester Street

London EC2N 2DB

Attn: Mr. Stanley Jones

The Bank:

Bank Audi S.A.L. - Audi Saradar Group

Bab Idriss Omar Daouk Street Banque Audi Plaza, P.O. Box 11-2560 Beirut Lebanon

Attn: The Corporate Secretary