Notice of EGM

Bank Audi sal - Audi Saradar Group

NOTICE OF

EXTRAORDINARY GENERAL MEETING

The Board of Directors of Bank Audi s.a.l. - Audi Saradar Group invites all holders of Common Shares to attend an Extraordinary General Meeting to be held at 11:00 a.m, on Friday June 22, 2012 at the Bank's Head Office located at Audi Plaza, Bab Idriss, Beirut Commercial Central District, in order to examine the following agenda:

1. Further to the decision of the Extraordinary General Meeting of April 10, 2012, verification of the completion of the procedures for the increase in the Bank's capital through the issuance of 1,500,000 Series "F" Preferred Shares, and of the subscription for, and full payment of, such Series "F" Preferred Shares;

2. The discharge of the Chairman and members of the Board of Directors in respect of activities related to the Preferred Share Capital Increase;

3. The increase of the Bank's share capital through the issuance of up to 356,610 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options in 2012 and the determination of the issuance terms for such Common Shares;

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, Article 6 and Article 8 thereof, in order to reflect the actions described in items 3 and 4 above;

6. The submission of the actions described in items 3, 4 and 5 above for approval by the Central Bank of Lebanon, acting through its Central Council;

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

8. The granting of two loans to a related party in accordance with article 152 of the Code of Money and Credit; and

9. The approval of the acquisition of shares from a subsidiary.

The Board of Directors