Notice of EGM

Bank Audi sal - Audi Saradar Group

NOTICE OF

EXTRAORDINARY GENERAL MEETING

The Board of Directors of Bank Audi SAL - Audi Saradar Group invites all holders of Common Shares to attend an Extraordinary General Meeting, in order to examine the Board's proposals to (i) issue Common shares reserved to the owners of Stock Options who have exercised their Stock Options, and, (ii) cancel Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury. 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, 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).

At the General Meeting, shareholders of the Bank 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comprising Deposited Property attributable to GDRs held by the Bank in treasury (once such Common Shares have been withdrawn from the Deposit Facility) and the increase of the nominal value of all remaining shares (including both Common Shares and preferred shares) comprising the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.

The General Meeting will be held at 12:30 p.m., on Friday October 1st, 2010, at the Bank's Head Office located at Audi Plaza, Bab Idriss, Beirut Commercial Central District.

The Board of Directors