15th Apr 2013 16:00
Bank Audi SAL - Audi Saradar Group April 15, 2013
Resolutions adopted by the Extraordinary General Assembly meeting of shareholders of April 15, 2013:
On April 15, 2013, the Extraordinary General Assembly of Shareholders of Bank Audi SAL - Audi Saradar group held a meeting at the Bank's Head Office in Beirut, Lebanon and adopted the following 7 resolutions:
First resolution: Cancellation of all the Series "D" Preferred Shares and increase of the Bank's Capital to round up the individual nominal value of the Bank's Shares to LL 1,299:
The Extraordinary General Assembly resolves to approve the cancellation of all the Series "D" Preferred Shares and the corresponding distribution of the nominal value of the cancelled Shares on the remaining ordinary and Preferred Shares of the Bank and the resulting reduction of the total number of issued Shares of the Bank by 12,500,000 Shares.
For the avoidance of residual amounts in the nominal value of the Share pursuant to the cancellation of the Series "D" Preferred Shares and to the distribution of their aggregate nominal value on the nominal value of each of the remaining outstanding Shares of the Bank as described above, the Extraordinary General Assembly resolves to approve the increase of the Capital from L.L. 457,709,001,816 to L.L. 457,896,465,996 hence an increase of L.L. 187,464,180 through the incorporation of free reserves, resulting in a nominal value of each individual Share (after the Share cancellation and the capital increase mentioned above) of L.L. 1,299 (One Thousand Two hundred and ninety nine Lebanese Pounds).
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group empowers the Board of Directors to verify the adequate completion of all the procedures relating to the cancellation of the Series "D" Preferred Shares and to the increase of the Bank's share capital in order to round the nominal value of each individual share, in accordance with the present resolution.
Second resolution: Amendment of Articles 6 and 8 of the By Laws to reflect the cancellation of the Series "D" Preferred Shares:
The Extraordinary General Assembly of shareholders of Bank Audi SAL - Audi Saradar Group, pursuant to its preceding resolution, resolves to modify articles 6 and 8 of the Bank's by-laws. Modified text of said articles is as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at /457,896,465,996/ LL four hundred fifty seven billion eight hundred ninety six million four hundred sixty five thousand nine hundred and ninety six Lebanese pounds divided into /352,499,204/ three hundred fifty two million four hundred ninety nine thousand two hundred and four nominal Shares, with a value of /1,299/ LL one thousand two hundred and ninety nine Lebanese Pounds each, fully paid up.
The company may issue bonds pursuant to a resolution of the General Meeting of Shareholders.
Article 8 - Type of Shares
1- Shares constituting the Company's capital are divided into two categories, the first category being the Common Shares consisting of 349,749,204 Shares, and the second category being the Preferred Shares consisting of 2,750,000 Preferred Shares. The second category consists of two series: /1,250,000/ Series "E" Preferred Shares and /1,500,000/ Series "F" Preferred Shares.
2- All the company's Shares are nominal Shares and shall be kept with the central depositary MIDCLEAR SAL; Ownership, trading, pledges and other rights affecting the Shares shall be established by the records of MIDCLEAR SAL.
3- All the company's Shares may be subscribed to publicly and are tradable on the regulated financial markets. All Shares are traded on such markets.
Third resolution: Increase of the Bank's Capital through the issuance of two new series of Preferred Shares aggregating 2,250,000 Preferred Shares, subject to law 308/2001:
The Extraordinary General Meeting of shareholders of Bank Audi s.a.l. - resolves to increase the share capital of the Bank's from L.L 457,896,465,996 to L.L. 460,819,215,996 (i.e. by an amount of L.L. 2,922,750,000) through the issuance of 2,250,000 (two million two hundred and fifty thousand) newly issued nominal Preferred Shares, subject to law 308/2001, and divided over two series: 1,500,000 series "G" Preferred Shares and 750,000 series "H" Preferred Shares. The newly issued Preferred Shares shall have a nominal value of L.L. 1,299 and shall be listed on the regulated stock markets. They shall be subscribed to in cash under the following terms:
I- Terms and conditions applicable to the Series G Preferred Shares and to the Series H Preferred Shares:
1- The Series "G" and Series "H" Preferred Shares will be issued at their nominal value (LL 1,299 per share) plus an issue premium;
2- The issue premium for each new Preferred Share is determined in US Dollars as the difference between U.S. $100.00 per Share and the U.S. $ equivalent of LL 1,299, computed at the exchange rate prevailing on the first day of the subscription period;
3- Each holder of Series E Preferred Shares and Series F Preferred Shares will have the right to subscribe, on a priority basis, to the issue of Series G Preferred Shares and Series H Preferred Shares, pro rata to their nominal holdings of Series E Preferred Shares and Series F Preferred Shares.
Any Series G Preferred Share and Series H Preferred Share not subscribed to by holders of Series E Preferred Shares and Series F Preferred Shares will be allocated to other subscribers subject to the provisions of paragraph 3 of article 2 of Lebanese Law No 308/2001;
In case of oversubscriptions in Series G Preferred Shares or in Series H Preferred Shares, allocation shall be given by priority to the holders of outstanding Preferred Shares pro rata to their holdings of such Preferred Shares and then to other subscribers in accordance with paragraph 3 of article 2 of Lebanese Law No 308/2001;
4- The subscription period will be set by the Chairman of the Board of Directors or by the Group CEO;
5- Series G and Series H Preferred Shares are perpetual. Their nominal value and issue premium should be paid by the subscriber fully in readily available funds upon subscription. Their nominal value should be deposited with the Central Bank of Lebanon;
6- Holders of Series G Preferred Shares and Series H Preferred Shares have the right (ranking pari-passu with the rights of the holders of the outstanding Series E Preferred Shares and Series F Preferred Shares, pro rata to the amounts due to each) to receive a non cumulative annual distribution amount as described below, to be paid only out of the Bank's distributable net income for the relevant year, following the determination by the Ordinary General Assembly of the net income of said year. In the event that the amount of net income proposed to be distributed for any given year is insufficient to pay the annual distributions of the Series E, Series F, Series G and Series H Preferred Shares, then said annual distributions shall be reduced, for each series of Preferred Shares, by an amount prorated to the shortage of the net income proposed to be distributed versus the aggregate amount of annual distributions otherwise due.
If, in any given year, the Board of Directors recommends (and the General Assembly approves) that no amounts of profits be distributed on the account of said year then no distribution will be paid on the account of said year and the annual distribution in respect of said year will be canceled and will not be cumulated with the annual distribution of the following year. No payment of dividends to the holders of Common Shares on the account of any given year can be made unless the Preferred Shares annual distributions for said year have been paid, noting that the General Assembly is under the obligation to resolve the distribution of amounts sufficient to cover the Preferred Shares annual distributions when the Bank has sufficient distributable net income for the year unless there exists a legal or regulatory obstacle that prohibits such resolution.
7-
7.1- The Bank may, at its option, redeem and cancel the Series G Preferred Shares and/or the Series H Preferred Shares. Upon any such redemption and cancellation of Series G Preferred Shares or of Series H Preferred Shares, the nominal value of each of the remaining Shares (Common and Preferred) then constituting the outstanding share capital of the Bank, shall be adjusted to reflect such cancellation, with the Bank's total capital remaining unchanged;
The authority to exercise the option to redeem and cancel the Series G Preferred Shares and the Series H Preferred Shares lies with the Board of Directors. Upon exercising the option, said Board determines the increase of the nominal value of the remaining Shares (Common and Preferred) pursuant to the cancellation of series G Preferred Shares and/or of Series H Preferred Shares (whether fully or partially) and submits the matter to the Extraordinary General Assembly of shareholders to verify the adequate completion of the increase of nominal value and to modify the Bank's By Laws accordingly.
7.2- In the event of a liquidation of the Bank, the holders of the Series G Preferred Shares and of the Series H Preferred Shares shall be entitled (on a pro rata basis with all holders of any other, then outstanding, preference Shares of the Bank ranking pari-passu with the Series G Preferred Shares and the Series H Preferred Shares) to be paid out of the assets available for distribution to its shareholders, before any payment shall be made on the Common Shares, an amount per Series G Preferred Share and Series H Preferred Share equal to the sum of (x) the Lebanese Pound equivalent of U.S. $100.00 per share, and (y) all declared but unpaid distributions relating to the Series G Preferred Shares or the Series H Preferred Shares;
7.3- Subject to applicable Lebanese law and regulation and consistent with the Basel Committee requirements to ensure loss absorbency at the point of non-viability (as per the reforms to raise the quality of regulatory capital issued on 13/1/2011), the Series G Preferred Shares and the Series H Preferred Shares shall constitute loss absorbency instruments, and, accordingly, similar to other Shares constituting the Capital of the Bank, the Series G Preferred Shares and Series H Preferred Shares shall, participate pro rata in absorbing any Capital losses of the Bank.
7.4- Redemption and cancellation of the Shares
The Bank may, at its option, redeem and cancel the Series G Preferred Shares and/or the Series H Preferred Shares in whole or in part subject to:
- compliance with any and all then applicable regulations and financial ratios of the Central Bank of Lebanon and the Banking Control Commission, in connection with the adequacy of shareholders equity;
- availability of sufficient free reserves for the purpose;
The Banking Control Commission verifies compliance with the above.
Redemption and cancellation of the Shares is subject to the following:
a. The Bank may redeem the Series G Preferred Shares and/or the Series H Preferred Shares in whole or in part (but, in each case, not less than the lesser of (i) 20 per cent of the aggregate issue size for the specific series or (ii) all the then outstanding Series G Preferred Shares or Series H Preferred Shares;
b. Redemption of Series G Preferred Shares or series H Preferred Shares will be at a redemption price equal to U.S. $100.00 per Series G Share or Series H Share plus any declared but unpaid distributions as described below; provided that no distributions shall be payable in respect of any Series G Preferred Shares or series H Preferred Shares for the year in which such Series G Preferred Shares or series H Preferred Shares are redeemed and canceled;
c. In the case of redemption and cancellation of a part only of the Series G Preferred Shares or of the Series H Preferred Shares at the time outstanding, the redemption and cancellation will be on a pro rata basis among all holders of Series G Preferred Shares or of Series H Preferred Shares.
d. If the Bank elects to exercise its option to redeem the Preferred Shares, then the holders of such Preferred Shares will be under the obligation to conform;
e. All amounts and conditions mentioned herein (including the Series G and series H annual distribution amounts) are subject to adjustment in the event of any subsequent stock split or combination affecting the share capital of the Bank;
f. Notwithstanding points II-2 and III-2 below, but subject to compliance with the other applicable conditions for the redemption and cancellation as described above, the Bank will have the option, at the discretion of its Board of Directors, to redeem and cancel the Series G Preferred Shares or the Series H Preferred Shares in whole or in part, before the dates mentioned under points II-2 and III-2 respectively and stated below, upon the occurrence of a change in any applicable law or regulation or standard, which would result in the aggregate issue price in respect of all Series G Preferred Shares or Series H Preferred Shares not being included in Tier 1 capital of the Bank or otherwise in the event that the Bank would not be permitted to maintain the issue premium in respect of the Series G Preferred Shares or series H Preferred Shares in U.S. Dollars or any other foreign currency as may be acceptable to it;
8- Series G and Series H distributions are payable once during every calendar year. The first annual distribution will be paid following the General Assembly meeting of shareholders at which the annual audited financial statements of the Bank for the year ended December 31, 2013 are approved, subject to compliance with any and all then applicable regulations and financial ratios of the Central Bank of Lebanon and the Banking Control Commission, and subject to conformity with the conditions mentioned under point 6. above;
In the event that the conditions for payment are not met in any given year and no distributions are paid on the account of said year then the annual distribution in respect of said year will be canceled and will not be cumulated with the annual distribution of the following year.
9- Except in the limited circumstances determined pursuant to Article 2.5 of Lebanese law number 308 dated 03 April 2001, the holders of Series G Preferred Shares and Series H Preferred Shares shall not have voting rights in the shareholders General Assembly meetings.
10- Holders of Series G Preferred Shares and of Series H Preferred Shares will have priority subscription rights to subscribe, pro rata with holders of other, then outstanding, preference Shares, to newly issued preference Shares of the Bank, but not to newly issued Common Shares.
II- Additional terms and conditions applicable to the Series "G" Preferred Shares
1. The Series G Preferred Shares are granted the following preferential rights: The right to receive distributions amounting to U.S. $4.00 per Series G Preferred Share on account of fiscal year 2013, and amounting to U.S. $ 6.00 per Series G Preferred Share on account of each fiscal year thereafter. The Bank will deduct applicable withholding taxes from said amounts;
2. The Bank may exercise its option to redeem and cancel Series G Preferred Shares for the first time within the 60 days following the later of (x) the fifth anniversary of the Extraordinary General Assembly meeting that will have confirmed the adequate completion of all the procedures of the issuance of the Series "G" Preferred Shares or (y) the date of the Ordinary General Assembly meeting of shareholders of the Bank at which the annual audited financial statements for the year ended December 31, 2017 are approved. The Bank may thereafter exercise its option to redeem and cancel Series G Preferred Shares within 60 days following each subsequent General Assembly meeting of shareholders of the Bank at which the annual audited financial statements are approved;
III- Additional terms and conditions applicable to the Series "H" Preferred Shares
1. The Series H Preferred Shares are granted the following preferential rights: The right to receive distributions amounting to U.S. $4.50 per Series H Preferred Share on account of fiscal year 2013, and amounting to U.S. $ 6.50 per Series H Preferred Share on account of each fiscal year thereafter. The Bank will deduct applicable withholding taxes from said amounts;
2. The Bank may exercise its option to redeem and cancel Series H Preferred Shares for the first time within the 60 days following the date of the Ordinary General Assembly meeting of shareholders of the Bank at which the annual audited financial statements for the year ended December 31, 2019 are approved. The Bank may thereafter exercise its option to redeem and cancel Series H Preferred Shares within 60 days following each subsequent General Assembly meeting of shareholders of the Bank at which the annual audited financial statements are approved;
IV- Delegation of Powers
The Extraordinary General Assembly resolves to empower the Board of Directors to make all necessary determinations regarding the above including the completion of all procedures as necessary for the implementation of the resolutions of the present assembly, and including the allocation of Shares to subscribers subject to preferential rights to the holders of Series E and Series F Preferred Shares and the rounding of the numbers of allocated Shares. The Board of Directors is also empowered to further delegate all or any of the authorities granted to it by virtue of this resolution. The present delegation doesn't affect the aforementioned powers granted to the Chairman Mr. Raymond Audi and to the Group CEO Mr. Samir Hanna concerning the determination of the subscription period.
Fourth resolution: Listing of the 2,250,000 issued Preferred Shares on the Beirut Stock Exchange:
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group resolves to list the 2,250,000 newly issued Preferred Shares, being 1,500,000 Series "G" Preferred Shares and 750,000 Series "H" Preferred Shares, on the Beirut Stock Exchange.
Fifth resolution: Amendment of the Bank's By Laws to reflect the issuance of the Series "G" and the Series "H" Preferred Shares:
The Extraordinary General Assembly of shareholders of Bank Audi SAL - Audi Saradar Group, pursuant to its preceding resolutions 3 and 4, resolves to modify articles 6 and 8 of the Bank's by-laws. Modified text of said articles is as follows:
Modified text:
Article 6 - Capital
The Capital of the Company shall be set at /460,819,215,996/ LL four hundred sixty billion eight hundred nineteen million two hundred fifteen thousand nine hundred and ninety six Lebanese pounds divided into /354,749,204/ three hundred fifty four million seven hundred forty nine thousand two hundred and four nominal Shares, with a value of /1,299/ LL one thousand two hundred and ninety nine Lebanese Pounds each, fully paid up.
The company may issue bonds pursuant to a resolution of the General Meeting of Shareholders.
Article 8 - Type of Shares
1- Shares constituting the Company's capital are divided into two categories, the first category being the Common Shares consisting of 349,749,204 Shares, and the second category being the Preferred Shares consisting of 5,000,000 Preferred Shares. The second category consists of four series: /1,250,000/ Series "E" Preferred Shares, /1,500,000/ Series "F" Preferred Shares, /1,500,000/ Series "G" Preferred Shares and /750,000/ Series "H" Preferred Shares.
2- All the company's Shares are nominal Shares and shall be kept with the central depositary MIDCLEAR SAL; Ownership, trading, pledges and other rights affecting the Shares shall be established by the records of MIDCLEAR SAL.
3- All the company's Shares may be subscribed to publicly and are tradable on the regulated financial markets. All Shares are traded on such markets.
Sixth resolution: Submission of the actions described above for approval by the Central Bank of Lebanon:
The Extraordinary General Assembly of shareholders of Bank Audi s.a.l. resolves to submit all its above resolutions to the approval of the Central Bank of Lebanon;
It further resolves that entry into effect of resolutions 3, 4 and 5 is conditioned upon prior full implementation of resolutions 1 and 2.
Seventh resolution: Granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to perform all acts and procedures in pursuit of the foregoing resolutions:
The Extraordinary General Assembly resolves to grant each of (i) the Chairman of the Board of Directors, Mr. Raymond Audi and (ii) Board member and Group CEO, Mr. Samir Hanna, severally, the necessary powers to carry out all necessary actions in connection with the issuance of the Preferred Shares, the determination of the subscription period, the payment of the nominal value and of the premium, the opening of accounts for this purpose, the application for listing such Preferred Shares on regulated stock markets, and generally to carry out all necessary actions to implement the above resolutions, with the authority to further delegate all or part of the aforementioned powers granted to them hereby.
************
Related Shares:
BQAD.L