Notice of AGM

Bank Audi sal - Audi Saradar Group

Notice of

Annual General Assembly Meeting

The Board of Directors of Bank Audi s.a.l. - Audi Saradar Group invites all holders of ordinary shares to attend an Ordinary General Assembly Meeting to be held at 10:30 a.m. on Monday April 8, 2013 at the Bank's Head Office, Audi Plaza, Bab Idriss, Beirut Commercial Central District, in order to listen to the Board and External Auditors reports concerning the Company's activity and accounts for the year ended December 31, 2012 and to examine the following agenda:

1. To approve the Bank's accounts, in particular the balance sheet and the profit and loss statement, as of and for the year ended December 31, 2012, and to discharge the Chairman and members of the Board of Directors of the Bank in respect of activities performed during the year ended December 31, 2012;

2. To appropriate the 2012 profits in accordance with the proposal of the Board of Directors;

3. To declare distributions to the holders of the Bank's preferred shares and dividends to the holders of Common Shares and determine the related record and payment dates;

4. To ratify loans granted during the year 2012 to related parties as per Article 152 of the Code of Money and Credit;

5. To authorise the granting of loans to related parties during the year 2013, in accordance with Article 152 of the Code of Money and Credit;

6. To ratify transactions entered into between the Bank and members of the Board of Directors or affiliated companies during the year ended December 31, 2012 pursuant to Article 158 of the Code of Commerce and to authorise the Bank to enter into similar transactions during the year 2013;

7. To elect a new Board of Directors and to determine the remuneration of its members;

8. To confirm the managerial responsibilities of certain Board members and to determine their fixed and performance-related remuneration in respect of such responsibilities;

9. To authorise the participation of certain Board members in the boards of other companies and to grant the necessary related authorisations pursuant to Article 159 of the Code of Commerce;

10. To approve the payment of certain fees to the External Auditors for the year 2012; and

11. To appoint External Auditors for the coming three years and to determine their fees.

The Board of Directors