On March 25th, 1997, the Bank’s shareholders completed a private placement of 4,800,000 “C” common at a price of USD 2.17 per share representing 20% of the total capital of the Bank. The “C” shares were sold by International Century Corporation S.A., the principal shareholder of the Bank, to 560 individual and institutional investors. The Bank’s “C” common shares were listed in April 1997 on the Beirut Stock Exchange. The proceeds of the placement which amounted to USD 10,416,000 were reinvested in the Bank by the selling shareholder by way of cash contribution on behalf of all existing and future shareholders of the Bank, which had the same financial effect as a capital increase.

The same year, the Bank completed a private placement by issuing, on 14th November 1997, 3,600,000 additional shares of common stock which brought the aggregate amount of the Bank’s totally issued and outstanding capital to 27,600,000 shares of common stock. A strategic alliance was entered into between the Bank and Emirates Bank International PJSC (“EBI”), a leading Arab banking institution incorporated under the laws of Dubai and the UAE, and through EBI’s subsidiary, Emirates Merchant Bank Limited, who acquired around 10% of the Bank’s equity capital at that time. Said alliance aimed at further increasing the scale of activities of the Bank and at strengthening its position in the GCC market. The Placement proceeds were added to the Bank’s equity and formed an integral part of the Bank’s Tier I capital.

On December 12th, 2002, the Bank issued Series “A” Cumulative Convertible Preferred Shares for an aggregate issue amount of USD55 million distributed over 5,000,000 preferred shares, each with a nominal value of LBP 1,000 per share, at an issue price of USD 11 per Series “A” Preferred Share, with five years maturity period and bearing a fixed annual dividend of 8% of the issue price per Series “A” Preferred Share. Holders of Series “A” Preferred Shares may convert them, only at the expiry term of the Preferred Shares Agreement governing said Shares, on a one-to-one basis into the Bank’s common stock at no additional cost to the holder of such Series “A” Preferred Shares.

On November 12th, 2003, the Bank issued Series “B” Cumulative Convertible Preferred Shares for an aggregate issue amount of USD 34.5 million distributed over 3,000,000 Preferred Shares, each with a nominal value of LBP 1,000 per share, at an issue price of USD 11.5 per Series “B” Preferred Share, with seven years maturity period and bearing a fixed annual dividend of 7% of the issue price per Series “B” Preferred Share. However, the Bank has the right, at its sole discretion, to redeem all (but not part) of the Series “B” Preferred Shares on the Early Redemption Date which corresponds to the 5th anniversary of the Closing Date (i.e., the date of the Extraordinary General Meeting of the Bank’s shareholders that ascertained the validity and payment of the capital increase by virtue of which the Series “B” Preferred Shares have been issued) provided the it pays an early redemption premium equivalent to 50% of the value of the annual fixed dividend payments that would have been owed and due until the expiry of the Preferred Shares Agreement governing the Series “B” Preferred Shares. If not redeemed by the Bank at the Early Redemption Date, holders of the Series “B” Preferred Shares may convert them, only at the expiry term of the Preferred Shares Agreement, on a one-to-one basis into the Bank’s common stock at no additional cost to the holder of such Series “B” Preferred Shares. The Series “B” Preferred Shares are listed on the Beirut Stock Exchange.

On July 29th, 2005 the Extraordinary General Assembly of Shareholders of the Bank approved the issuance by the Bank issued of Series “C” Non-Cumulative Redeemable Preferred Shares for an aggregate issue amount of USD73 million distributed over 2,920,000 Preferred Shares, each with a nominal value of LBP 1,000 per share, at an issue price of USD 25 per Series “C” Preferred Share. The Series “C” Preferred Shares, which were issued in September 2005, earn an annual dividend equal to 15% of the Bank’s declared net profit, provided that the annual dividend is not less than 8% per year of the issue price, and not more than 12% per year of said issue price. Starting on the last business day of the financial year during which falls the 5th anniversary of the Extraordinary General Meeting of the Bank’s shareholders which ascertained the validity and payment of the capital increase by virtue of which the Series “C” Preferred Shares are issued, and on the corresponding day every two years (each: a “Redemption Date”), the Bank has the right, at its sole discretion, to redeem on each Redemption Date all or part of the Series “C” Preferred Shares (but not less than 25% of the total number of such Series “C” Preferred Shares), on pro rata basis between the Series “C” Preferred Shareholders. The Series “C” Preferred Shares are listed on the Beirut Stock Exchange.


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