Notice of EGM

Bank Audi

NOTICE OF

EXTRAORDINARY GENERAL MEETING

The Board of Directors of Bank Audi s.a.l. invites all holders of common shares to attend an Extraordinary General Meeting to be held at 10:30 a.m. on Tuesday August 26, 2014 at the Bank's Head Office, Audi Plaza, Bab Idriss, Beirut Commercial Central District, in order to examine the following agenda:

1. the increase of the Bank's capital through the issuance of 50,000,000 Common Shares (the "New Shares") and the determination of the amount, terms and conditions of said increase and its full, or partial, allocation;

2. the waiver of shareholders' pre-emptive rights in respect of (i) up to 10,000,000 New Shares to be allocated to new shareholders and (ii) unexercised Rights, provided that, under this sub-clause (ii), shareholders will have pre-emptive rights in respect of the initial allocation of remaining New Shares pro rata to the number of Common Shares held by each shareholder;

3. the issuance of three warrants per New Share to purchase a share in the Bank's subsidiary Odea Bank A.Ş.;

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

5. 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 4 above;

6. the submission of the actions described above for approval by the Lebanese regulatory authorities; and

7. the granting to the Board of Directors and to each of its Chairman and/or the CEO 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 Board of Directors