Bank Audi sal : Information Statement relating to the Annual Ordinary General Assembly Meeting.

BANK AUDI S.A.L.

Bab Idriss - Omar Daouk Street

Bank Audi Plaza, P.O. Box 11-2560

Beirut - Lebanon

INFORMATION STATEMENT

July 06, 2023

Dear Global Depositary Receipt Holder:

Reference is hereby made to the Amended and Restated Deposit Agreement dated February 25, 2019 (as may be

amended from time to time, the "Deposit Agreement") between Bank Audi s.a.l. (the "Bank")) and Bank of New York Mellon, in its capacity as depositary (the "Depositary"), relating to Global Depositary Receipts issued in respect of

common shares of the Bank (the "GDRs"), each GDR representing one common share, nominal value LL 1,670 per common share (the "Common Shares"). Capitalized terms used herein without otherwise being defined shall have the respective meanings assigned thereto in the Deposit Agreement.

The Depositary, as the shareholder of record of Common Shares evidenced by GDRs, has received notice of the Ordinary General Meeting of the Shareholders of the Bank to be held on July 28, 2023 (the "General Meeting"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such General Meeting. References in

this Information Statement (this "Information Statement") to the "Holder" of any GDR shall mean the person registered

as the holder of such GDR on the books of the Depositary. In accordance with Section 5 of the Deposit Agreement, a copy of such notice and agenda is being sent hereby to each person who is a Holder on July 06, 2023, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to July 27, 2023, being the corresponding record date set by the Bank in respect of the General Meeting).

As set forth in such notice, at the General Meeting, shareholders of the Bank, including the Depositary, will be asked to consider and vote upon the following agenda:

1. To approve the Bank's accounts, in particular, the balance sheet and the profit and loss statement, as of and for the year ended December 31, 2022, and to discharge the Chairman and members of the Board of Directors of the Bank in respect of the management activities performed during the year ended December 31, 2022;
2. To approve the allocation of the 2022 annual results;
3. To take note of the balances of facilities previously approved by the General Assembly of shareholders, granted in accordance with Article 152 of the Code of Money and Credit, and grant the necessary authorizations for the year 2023 pursuant to the same Article;
4. To ratify transactions that are subject to the approval of the General Assembly of shareholders, including transactions entered into between the Bank and the persons designated in article 158 of the Code of Commerce during the year 2022, and grant the necessary authorizations to transact with said persons during the year 2023;
5. To elect a new Board of Directors;
6. To determine the remuneration of Board members;
7. To authorize the participation of certain Board members and senior executives in the boards of other similar companies and to grant the necessary related authorizations pursuant to Article 159 of the Code of Commerce; and
8. To determine the fees of the External Auditors for the year 2023.

Each Holder is hereby requested to return to the Depositary voting instructions, as provided in this Information Statement, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in such agenda.

After careful consideration, the Board of Directors recommends a vote in favor of each such resolution.

Yours very truly,

Samir Hanna

Chairman - General Manager

AVAILABLE INFORMATION

No person has been authorized to give any information or to make any representation other than those contained in this Information Statement, and, if given or made, such information or representation must not be relied upon as having been authorized by the Bank. No delivery of this Information Statement nor any offer or distribution of any securities to which this Information Statement relates shall, under any circumstances, create any implication that there has been no change in the affairs of the Bank since the date of this Information Statement or that any information contained or referred to herein is correct as of any time subsequent to the date as of which it is given. This Information Statement does not constitute the solicitation of a proxy to or from any person in any jurisdiction to or from whom it is unlawful to make such offer or solicitation within such jurisdiction.

VOTING RIGHTS OF HOLDERS

In accordance with Section 5 of the GDRs, the Depositary is seeking voting instructions from the Holders in order to exercise or cause to be exercised the voting rights in respect of the Deposited Shares as directed by such voting instructions to the extent permitted by Lebanese Law.

Common Shares which have been withdrawn from the deposit facility under the Deposit Agreement and transferred on the Bank's register of members to a person other than the Depositary or its nominee may be voted by the registered owner thereof; however, Holders may not receive sufficient advance notice of the General Meeting to enable them to withdraw Deposited Shares and vote at the General Meeting.

SUMMARY BACKGROUND INFORMATION

In its meetings held on May 19, 2023, and June 23, 2023, the Board of Directors of the Bank (the "Board of Directors" or the "Board"),

1. Having examined the draft External Auditors report to the General Meeting in connection with the financial statements as of and for the year ended December 31, 2022, encompassing the External Auditors adverse opinion;
2. Having, in consideration of
3. • the fact that the External Auditors adverse opinion has been prompted by the persisting impossibility to assess, reliably and accurately, the impact of the prevailing Lebanese crisis on the
     Bank's financial statements, within the excessive uncertainties characterizing the challenging environment, and the absence of an adopted and clear national fiscal and economic recovery plan (resulting in a hyper-inflation, in the multiplicity of LBP exchange rates, in the impossibility to produce a Fair value for balances with the Central Bank of Lebanon, in events and conditions that would not qualify as normal course of business in a non-crisis environment, etc);
   • the notes to the Consolidated Financial Statements, notably Note 1 describing the Macroeconomic and the Regulatory environment and the particular situation of the Group, and
   • the other notes to the Consolidated Financial Statements;

resolved to endorse the financial statements;

1. Having adopted the 2022 Annual Report encompassing the "Management Discussion and Analysis", which summarizes the Bank's activity during the year ended December 31, 2022 (and its major financial indicators), as well as the major developments in the local and regional economies and the Bank's market positioning and strategic choices;
2. Having adopted a proposal to transfer the results (loss, amounting to 636,309,799 thousands LL) of the year 2022 to the Retained Earnings account;
3. Having examined the draft special reports of the External Auditors in connection with outstanding loans to related parties subject to Article 152 of the Code of Money and Credit ("Article 152 Loans") as at December 31, 2022, pursuant to which, save for the effect of the adverse opinion on the adopted financial statements, outstanding Article 152 Loans are within applicable legal and regulatory ceilings;

And having, in consideration of the fact that such loans have been previously approved by the General Assembly of shareholders, adopted a proposal to take note of their balances (as shown in the following table), and grant the necessary authorizations for the year 2023 pursuant to the same Article;

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