Result of General Meeting held on August 30, 2013

Bank Audi sal - Audi Saradar Group

August 30, 2013

Resolutions adopted by the Ordinary General Meeting of Shareholders

of August 30, 2013:

First resolution: The issuance of unsecured Subordinated Notes for an aggregate amount of USD 350 million, which shall constitute Tier II capital

The Ordinary General Assembly of shareholders of Bank Audi S.A.L. - Audi Saradar Group, resolves to issue USD 350 million of subordinated unsecured notes that are subject to Banque du Liban circular number 35, and in particular articles 4 and 5 of said circular, as per the following terms:

I- Terms of the subordinated notes:

1. Nature of the notes: Subordinated and unsecured;

2. Maturity: 10 years from the issue date (with an additional margin of up to three months), subject to the earlier redemption of the notes, at the Bank's discretion, as provided in item 4 below;

3. Interest: at a rate of 6.75% p.a., payable quarterly in arrears, on a 30/360 basis. Payment of interest will be made after deduction of applicable taxes. The Bank shall immediately reimburse all holders of notes for amounts so deducted provided that a Noteholder who is a Lebanese bank or financial institution will not be entitled to such reimbursement.In accordance with Central Bank Basic Circular No. 35, payment of interest is subject to the availability of sufficient profit before tax.

4. Early redemption: The notes are redeemable, in whole but not in part, at the option of the Bank:

4.1 On any interest payment date falling on or after the fifth anniversary of the Issue Date;

4.2

- At any time after the first anniversary of the issue date upon the occurrence of a change in any applicable law, or domestic or international regulation or standard, which would result in the proceeds of the issue of the notes not being included in the Tier II capital of the Bank;

- At any time after the first anniversary of the issue date for reasons relating to changes in applicable Lebanese taxes;

The decision to exercise the Bank's option to early redeem the notes shall be taken by the Board of Directors and is subject to the approval of the Central Bank of Lebanon.

5. Liquidation rights: In the event of a suspension of payments or voluntary or involuntary liquidation, the claims of the Noteholders will rank junior in right of payment to the claims of holders of unsecured and unsubordinated payment obligations of the Bank, pari passu with the claims of holders of all other subordinated debts and in priority to the claims of the Bank's shareholders (ordinary or preferred shares).

6. Governing law: The Notes are governed by, and will be construed in accordance with, the laws of England and Wales, subject to compliance with mandatory provisions of Lebanese law. 

7. Subscription period: The subscription period will be set by the Chairman of the Board of Directors or by the Group CEO.

II- Empowerment:

The Ordinary General Assembly empowers the Board of Directors to make all necessary determinations (or to set additional conditions not mentioned above) regarding the aforementioned issuance, including the completion of all procedures as necessary for the implementation of the resolutions of the present assembly. 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 does not 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.

Second resolution:  The submission of the action described above for approval by the Central Bank of Lebanon

The Ordinary General Assembly of shareholders resolves that its aforementioned first resolution is subject to the approval of the Central Bank of Lebanon.

Third resolution: The granting to the Chairman of the Board of Directors and to the Group CEO (acting severally) of the necessary powers to perform all acts and procedures in pursuit of the foregoing resolutions

The Ordinary General Assembly of shareholders of Bank Audi s.a.l. - Audi Saradar Group, 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 to complete the issuance of the notes, including setting deadlines, opening accounts, and making all determinations and perform all other acts and procedures in pursuit of all of the foregoing resolutions, with the authority to further delegate all or part of the aforementioned powers granted to them.

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