Information Statement

INFORMATION STATEMENT

September 14, 2010

Dear Global Depositary Receipt Holder:

Reference is hereby made to the Amended and Restated Deposit Agreement dated May 10, 2010 (as may be amended from time to time, 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. 1,225 per common share (the "Common Shares"). 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 Extraordinary General Meeting of the Shareholders of the Bank to be held on October 1st, 2010 (the "General Meeting"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such General Meeting. 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 13 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 September 14, 2010, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to September 30, 2010, being the corresponding record date set by the Bank in respect of the General Meeting).

The board of directors of the Bank (the "Board of Directors") has determined, subject to the approval of the shareholders of the Bank and of the Central Bank of Lebanon, acting through its Central Council, to proceed concomitantly with the issuance of new Common Shares reserved to the owners of Stock Options (as defined below) who have exercised their Stock Options and with the withdrawal from the deposit facility under the Deposit Agreement (the "Deposit Facility") of the Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury and, immediately thereafter, the cancellation of such Common Shares and the deduction of an amount equivalent to the aggregate amount paid for such GDRs from the Common Shares Issue Premium Account. Upon completion of all actions described above, subject to required approvals, the Bank's share capital will increase to L.L. 454.2 billion (from L.L. 438.5 billion at the date hereof) and comprise 348,477,114 Common Shares (increased from 344,189,410 Common Shares at the date hereof) and 13,750,000 preferred shares, each with a nominal value of L.L. 1,254, while the Bank's consolidated shareholders' equity, excluding variations and profits realized since 30 June 2010, will increase from L.L. 3,396 billion (USD 2.25 billion), at the date hereof, to L.L. 3,448 billion (USD 2.29 billion).

In this connection, as set forth in such notice, at the General Meeting, shareholders of the Bank, including the Depositary, will be asked to consider and vote upon the following agenda:

1. The cancellation of 8,029,756 Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury (once such Common Shares have been withdrawn from the Deposit Facility) and the increase of the nominal value of all remaining shares (including both Common Shares and preferred shares) comprising the share capital of the Bank by an amount equivalent to the aggregate nominal value of the cancelled Common Shares, as well as an increase of the Bank's share capital through the incorporation of general reserves in order to round the nominal value of each individual share;

2. The amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the actions described in item 1 above;

3. The increase of the Bank's share capital through the issuance of up to 13,497,110 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options and the determination of their issuance terms;

4. The listing of such newly-issued Common Shares on the Beirut Stock Exchange;

5. The amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the actions described in items 3 and 4 above;

6. The submission of the actions described in items 1-5 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council; and

7. The granting of the necessary powers for the implementation of the actions approved by the General Meeting.

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 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.......................................................................................................................................................... 4

Voting Rights of Holders..................................................................................................................................................... 4

Summary Background Information.................................................................................................................................... 4

Voting Instructions.............................................................................................................................................................. 6

Information regarding Bank Audi s.a.l. - Audi Saradar Group...................................................................................... 7

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 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 Deposit 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 Meeting to enable them to withdraw Deposited Shares and vote at the General Meeting.

SUMMARY BACKGROUND INFORMATION

A. Cancellation of Common Shares

On August 5, 2010, the Board of Directors examined the management's proposal to proceed, concomitantly with the issuance of new Common Shares reserved to the owners of Stock Options (as defined below) who have exercised their Stock Options (as more fully described in Part B below), with the withdrawal from the Deposit Facility of the Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury and, immediately thereafter, with the cancellation of such Common Shares. As a result of its examination, and in consideration of the number of Common Shares to be issued as result of the exercise of Stock Options, the Board of Directors resolved to propose to the General Meeting (i) the cancellation (once such Common Shares have been withdrawn from the Deposit Facility) of 8,029,756 Common Shares currently held by the Bank through GDRs, (ii) the increase of the nominal value of all remaining shares (including both Common Shares and preferred shares) comprising the share capital of the Bank in order to reflect such cancellation without decreasing the Bank's share capital, and (iii) the deduction of an amount equivalent to the aggregate amount paid for the purchase of the GDRs heretofore evidencing the cancelled Common Shares withdrawn from the Deposit Facility from the Common Shares Issue Premium Account. Such an adjustment would result in the increase of the nominal value of each of the remaining shares constituting the outstanding share capital of the Bank from L.L. 1,225 to L.L. 1,253.1114. In order to round the nominal value of each individual share up to L.L. 1,254, for practical purposes, the Board of Directors has also resolved, subject to the approval of the General Assembly and of the Central Bank of Lebanon, acting through its Central Council, to increase the share capital of the Bank by an aggregate amount of L.L. 310,928,866 through the incorporation of general reserves.

Actions Requested:

The General Meeting is requested to resolve and authorize:

1. The cancellation of 8,029,756 Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury (once such Common Shares have been withdrawn from the Deposit Facility) and the increase of the nominal value of all remaining shares (including both Common Shares and preferred shares) comprising the share capital of the Bank by an amount equivalent to the aggregate nominal value of the cancelled Common Shares, as well as an increase of the Bank's share capital through the incorporation of general reserves in order to round the nominal value of each individual share and the deduction of an amount equivalent to the aggregate amount paid for the above-described GDRs from the Common Shares Issue Premium Account;

2. The amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the actions described in item 1 above;

B. Increase in Capital relating to the Stock Options:

On February 2, 2006, the Extraordinary General Meeting of the Shareholders of the Bank approved the establishment of a stock option plan and authorized the issuance thereunder of options (the "Stock Options") relating to up to 50,000,000 Common Shares, at a price equal to or in excess of par value, to be awarded to executives and other employees of the Bank. It also delegated to the Board of Directors the authority to select the beneficiaries (or "optionees"), and to set additional terms, for each grant of Stock Options.

The Board of Directors granted, on April 26, 2006, Stock Options entitling the owners thereof, upon exercise, to receive 29,815,760 Common Shares at an exercise price of USD 2.719 per Common Share and granted, on May 10, 2007, additional Stock Options entitling the owners thereof, upon exercise, to receive 1,701,120 Common Shares at an exercise price of USD 4.033 per Common Share. All Stock Options (irrespective of their issue date) are partially subject to certain performance criteria and, provided such performance criteria are met (as applicable), become exercisable, from time to time, in part, over a period of three or four years (as the case may be).

During 2010 to date, a total of 1,254 optionees have exercised, in whole or in part, their vested Stock Options relating to a total of 12,317,460 Common Shares (out of Stock Options relating to 13,497,110 Common Shares exercisable in 2010). Among those optionees exercising their vested Stock Options, seven Directors and three (non-Director) General Managers exercised their Stock Options for a total of 6,250,700 Common Shares.

In order to effect the issuance of Common Shares against the exercised Stock Options, (i) the Bank's capital must be increased through the issuance of (x) 11,717,760 Common Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 2.719 per Common Share and (y) an additional 599,700 Common Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 4.033 per Common Share, with the difference, in each case, between the respective exercise price per Common Share and the nominal value of each such Common Share being accounted for as issue premium; (ii) the newly-issued Common Shares must be allocated, at the relevant price, to the optionees who exercised their Stock Options, respectively; and (iii) the Bank's By Laws, including, in particular (but without limitation) Articles 6 (Capital) and 8 (Type of Shares), must be amended as necessary to reflect the above.

Actions Requested:

The General Meeting is requested to resolve and authorize:

3. The increase of the Bank's capital through the issuance of up to 13,497,110 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options and the determination of their issuance terms;

4. The listing of such newly-issued Common Shares on the Beirut Stock Exchange;

5. The amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the actions described in items 3 and 4 above;

C. Other Matters relating to the Aforementioned Proposed Actions:

Actions Requested:

As the aforementioned proposed resolutions are subject to approval by the Central Bank of Lebanon, acting through its Central Council, the General Meeting is further requested to resolve and authorize:

6. The submission of the actions described in items 1-5 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council; and

7. The granting of the necessary powers to the Chairman of the Board of Directors, the Group CEO and the Board of Directors (as applicable), each acting singly, for the implementation of the actions approved by the General Meeting.

Upon completion of all actions described under A, B and C above, subject to required approvals, the Bank's share capital will increase to L.L. 454.2 billion (from L.L. 438.5 billion at the date hereof) and comprise 348,477,114 Common Shares (increased from 344,189,410 Common Shares at the date hereof) and 13,750,000 preferred shares, each with a nominal value of L.L. 1,254, while the Bank's consolidated shareholders' equity, excluding variations and profits realized since 30 June 2010, will increase from L.L. 3,396 billion (USD 2.25 billion), at the date hereof, to L.L. 3,448 billion (USD 2.9 billion).

VOTING INSTRUCTIONS

Each Holder is hereby requested to return to the Depositary voting instructions, in the form provided separately by the Depositary 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 Meeting.

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 2009. Copies of the Bank's annual report for 2009 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