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You Must Read the Following Before Continuing. The IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS PROSPECTUS MAY ONLY BE VIEWED BY (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (2) NON- U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED STATES. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. BANQUE DU LIBAN, THE CENTRAL BANK OF LEBANON, HAS NOT PASSED UPON AND TAKES NO RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS OR FOR THE MERITS OF THE GLOBAL DEPOSITARY RECEIPTS. Confirmation of Your Representation: In order to be eligible to view the Prospectus, you must be either (1) a QIB (within the meaning of Rule 144A under the Securities Act) or (2) a non-U.S. person (within the meaning of Regulation S under the Securities Act) outside the United States. The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to us that (1) you are (or, if you are acting for the account of another person, such person is) either (a) a QIB or (b) not a U.S. person and that the electronic mail address that you gave us and to which the Prospectus has been delivered is (or, if you are acting for the account of another person, that such person is) not located in the United States; and (2) that you consent (and, if you are acting for the account of another person, such person consents) to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The Prospectus does not constitute, and may not be used in connection with, an offer or solicitation of the securities described therein in any jurisdiction. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none Bank Audi sal – Audi Saradar Group nor any person who controls it nor any director, officer, employee nor agent of any such person nor affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from Bank Audi sal – Audi Saradar Group. This document relating to Bank Audi sal – Audi Saradar Group (the “Bank”) comprises a prospectus (the “Prospectus”) for the purposes of Article 5 of EU Directive 2003/71/EC (the “Prospectus Directive”). This document has been approved as a Prospectus by the Financial Services Authority (the “FSA”) under section 87A of the Financial Services and Markets Act 2000 (the “FSMA”) and relates to all the Global Depositary Receipts (the “GDRs”). Prospective GDR holders should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Bank. Without prejudice to any obligation of the Bank to publish a supplementary prospectus pursuant to section 87G of the FSMA or paragraph 3.4 of the Prospectus Rules made under section 73A of the FSMA, the publication of this document does not, under any circumstances, create any implication that there has been no change in the affairs of the Bank since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. (incorporated in the Lebanese Republic with limited liability) List of Banks No. 56. Commercial Registry: Beirut 11347 Admission to Listing on the Official List and to Trading on the London Stock Exchange of up to 344,189,410 Global Depositary Receipts The purpose of this Prospectus is to increase the size of the block listing of the GDRs in connection with a split of the Bank’s outstanding share capital, including the GDRs. This Prospectus relates to an admission to listing (“Admission”) on the official list (the “Official List”) of the UK Listing Authority (“UKLA”), a division of the FSA, in its capacity as competent authority under the FSMA, and to trading on the Regulated Market for listed securities of the London Stock Exchange plc (the “LSE”), a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (the “Regulated Market”) of up to an additional 327,329,410 GDRs issuable under the programme (the “Programme”), each representing one Common Share of the Bank. Following Admission, the Bank’s listing will comprise, in aggregate, up to 344,189,410 GDRs, including (x) 16,860,000 GDRs already covered by a block listing and admitted to trading on the Official List of the UKLA, including 10,171,761 GDRs issued and outstanding as of May 10, 2010, (y) 91,545,849 GDRs to be issued on or about May 24, 2010 upon the effectiveness of the Stock Split (as defined below) and (z) up to 242,471,800 additional GDRs to be issued from time to time against the deposit of Common Shares of the Bank with the Depositary. It is expected that the additional GDRs will be admitted to trading and that dealings on the LSE of the additional GDRs will commence on May 14, 2010. The Bank also intends to make an application to the Beirut Stock Exchange (the “BSE”) to list and admit to trading the additional GDRs, following which the Bank’s listing of GDRs on the BSE will comprise, in aggregate, up to 344,189,410 GDRs in parallel with the listing on the Official List and admission to trading on the London Stock Exchange. The GDRs will be issued pursuant to an amended and restated deposit agreement dated May 10, 2010 (the “Deposit Agreement”) between the Bank and Deutsche Bank Trust Company Americas, as depositary (the “Depositary”). The Deposit Agreement provides for the issuance of GDRs both outside the United States to certain persons in offshore transaction in reliance on Regulation S (“Regulation S”) under the US Securities Act of 1933, as amended (the “Securities Act”) and in the United States to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”). The GDRs involve certain risks. See “Risk Factors” for a discussion of certain factors that should be considered in connection with the GDRs. GDRs may be delivered through the book-entry facilities of Midclear S.A.L. (“Midclear”), Euroclear Bank S.A./N.V., as operator of the Euroclear System, (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream”), and The Depository Trust Company (“DTC”). The date of this Prospectus is May 10, 2010. IMPORTANT NOTICE This Prospectus contains information provided by the Bank in connection with its applications for a block listing of the GDRs and their admission to trading on the LSE. The Bank accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Bank, having taken all reasonable care that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The information under the heading “The Banking Sector and Banking Regulation in Lebanon” and certain similar information relating to Lebanon and the Lebanese banking sector throughout this Prospectus are given as general information and have been reproduced from publicly-available information. See “Information from Public Sources”. The Bank confirms that such information has been accurately reproduced from publicly- available sources and that, as far as it is aware and is able to ascertain from publicly-available information, no facts have been omitted that would render the reproduced information inaccurate or misleading. No person may reproduce or distribute this Prospectus, in whole or in part, or disclose any of its contents or use any information herein for any purpose other than the Application.
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