Notice of EGM

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 November 29, 2016 at the Bank's Head Office located at 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 a number of Preferred Shares (pursuant to Lebanese Law No 308/2001) and the determination of their amount, terms and conditions;

2. The listing of such newly-issued Preferred Shares on the Beirut Stock Exchange;

3. The amendment of the Bank's By-Laws, including, in particular, articles 6 and 8 thereof, in order to reflect the actions described in items 1 and 2 above;

4. The submission of the actions described in items 1-3 inclusive for approval by the Central Bank of Lebanon acting through its Central Council; and

5. The granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to seek required approvals, to set deadlines and to perform all other acts and procedures in pursuit of all of the foregoing resolutions.

The Board of Directors