Information Statement

INFORMATION STATEMENT

June 3, 2013

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 (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 LBP 1,299 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 June 21, 2013 (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 June 4, 2013, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to June 20, 2013, being the corresponding record date set by the Bank in respect of the General Meeting).

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. Taking note of the implementation of Resolution No. 1 adopted by the Extraordinary General Meeting of Shareholders held on April 15, 2013, relating to the cancelation of the Series "D" Preferred Shares and the increase of the Bank's share capital in order to round the nominal value of each individual share up to LBP 1,299;

2. Verification of the completion of the procedures for the increase in the Bank's capital through the issuance of 1,500,000 Series "G" Preferred Shares and of 750,000 Series "H" Preferred Shares in accordance with Resolution No. 3 of the Extraordinary General Meeting held on April 15, 2013; and

3. The discharge of the Chairman and members of the Board of Directors in respect of activities related to the Capital Increase.

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 favour 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.............................................................................................................................................................. 4

Information regarding Bank Audi s.a.l. - Audi Saradar Group...................................................................................... 5

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 under the Deposit Agreement 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

I. Taking note of the entry into effect of the cancelation of the Series "D" Preferred Shares and the increase of the nominal value of each individual share up to LBP 1,299

On April 15, 2013, the Extraordinary General Meeting of Shareholders of the Bank (the "April EGM") resolved, based on the Board of Directors' recommendation, to (i) approve the cancelation of the 12,500,000 then outstanding Series "D" Preferred Shares, and the concomitant 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 Preferred Shares and (ii) increase the Bank's share capital by an amount of LBP 187,464,180 through the incorporation of general reserves in order to round the nominal value of each individual share up to LBP 1,299. The April EGM also granted the Board of Directors the necessary powers to verify the adequate implementation of the aforementioned resolutions.

On May 15, 2013, the Central Bank of Lebanon acting through its Central Council approved the resolutions of the April EGM.

On May 23, 2013, the External Auditors issued their report stating that the aforementioned cancelation of shares and capital increase were duly implemented.

In consideration of the above, the Board of Directors resolved, on May 23, 2013 that it had verified the adequate implementation of the aforementioned EGM resolutions.

II. Completion of the issuance of 1,500,000 Series "G" Preferred Shares and of 750,000 Series "H" Preferred Shares

On April 15, 2013, the April EGM also resolved to increase the Bank's capital by an amount of LBP 2,922,750,000 through the issuance of 1,500,000 Series "G" Preferred Shares and of 750,000 Series "H" Preferred Shares with a nominal value of LBP 1,299 each, and an issue premium for each Series "G" Preferred Share and for each Series "H" Preferred Shares to be determined in US Dollars as the difference between USD 100.00 and the USD equivalent of LBP 1,299, computed at the exchange rate prevailing on the first day of the subscription period, which began on June 3, 2013.

On May 15, 2013, the Central Bank of Lebanon acting through its Central Council approved the resolutions of the April EGM.

In accordance with applicable Lebanese Law, the General Meeting must be convened again to verify the completion of the procedures for the Preferred Share Capital Increase.

III. Summary of Matters Submitted to the General Meeting for Approval

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

1. Taking note of the implementation of Resolution No. 1 adopted by the Extraordinary General Meeting of Shareholders held on April 15, 2013, relating to the cancelation of the Series "D" Preferred Shares and the increase of the Bank's share capital in order to round the nominal value of each individual share up to LBP 1,299;

2. Verification of the completion of the procedures for the increase in the Bank's capital through the issuance of 1,500,000 Series "G" Preferred Shares and of 750,000 Series "H" Preferred Shares in accordance with Resolution No. 3 of the Extraordinary General Meeting held on April 15, 2013; and

3. The discharge of the Chairman and members of the Board of Directors in respect of activities related to the Capital Increase.

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.

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

For information regarding the Bank, Holders are advised to review the following documents:

- The Bank's Annual Report for 2012, which contains the audited financial statements of the Bank as of and for the year ended December 31, 2012 and the accompanying notes and auditors report thereto;

- The consolidated unaudited financial statements of the Bank as of and for the three-month period ended March 31, 2013.

Copies of these documents in Arabic or English, or both, as the case may be, 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 IdrissOmar Daouk StreetBanque Audi Plaza, P.O. Box 11-2560BeirutLebanon

Attn: The Corporate Secretary