Shareholding Composition
The Board of directors shall assume the responsibility to protect the Bank from illegal or inappropriate actions or influences of dominant or controlling shareholders that are detrimental to, or not in the best interest of, the bank and its shareholders. The Bank shall also ensure that shareholders are not disadvantaged by management and insider shareholders.

Major Shareholders (including indirect ownership and voting control)
The Bank shall disclose information on its major shareholders in the annual report.

Director Shareholding
Guarantee shares owned by Board members shall remain registered. These shares are not transferable for as long as the director holds his/her office and until release (quitus) is granted by the General Assembly.

Management Shareholding
Shareholders shall not be disadvantaged by management and insider shareholders.

Concentration and Influence of Ownership
The Board of directors shall assume the responsibility to protect the Bank from illegal or inappropriate actions or influences of dominant or controlling shareholders that are detrimental to, or not in the best interest of, the bank and its shareholders. The Bank shall disclose in its annual report information on commercial arrangements between the Bank and its affiliates and any change of control.

Shareholders’ Rights
The Bank’s share structure shall be clear and control rights attached to shares of the same class shall be uniform and easily understood. Shareholders enjoy all rights conferred upon them by the Lebanese Code of Commerce (CC) and by the Statutes of the Bank including:

• Right to attend and vote at assemblies
• Right to dividends for ordinary shareholders
• Preferential right to subscribe to capital increases
• Right to the refund of the nominal amount of shares upon liquidation
• Right to participate in surplus assets upon liquidation
• Right to free transferability of shares
• Right to access information
• Right to appoint a proxy
• The protection of minority shareholders
• Rights with regard to shareholders’ meetings
• Secure, reliable, and accurate records of ownership
• Shareholders have the following rights with regard to shareholders’ meetings:
  • Right to call shareholders’ meetings
  • Right to place items on the agenda
  • Right to a minimum notice period
  • Right to make informed decisions, which encompasses the right to have access to information and to ask questions to the board prior to convening the general assembly.

Shareholders’ Meetings
The general assembly of shareholders may meet at different occasions depending on the type of resolutions to be made.

• Annual ordinary general meeting: Ordinary general meetings are held annually within six months of the end of each financial year.
• Extraordinary general meeting: Extraordinary meetings are called to approve alterations of the statutes and to take such decisions as are not within the powers of the ordinary meetings such as the authorization of a merger, or the voluntary dissolution of the Bank or the issue of preference shares. Extraordinary general meetings are convened whenever such issues arise.
• Meetings of preferred shareholders: Owners of Preferred Shares hold every year an Annual General Assembly to take note of the resolutions of the Annual General Assembly of common shareholders of the Bank concerning the resolutions and the distributions to Preferred Shareholders. Extraordinary meeting of preferred shareholders are held to approve decisions of the general meeting of common shareholders that alter the special rights attached to the shares in question.

Voting process

1st-	Resolutions passed on the basis of the required quorum and majority bind all shareholders, even those who voted against or who were not present at the meeting.
2nd-	Two volunteer shareholders representing the greatest number of votes shall act as scrutinizers of number of shares and votes for quorum and voting.
3rd-	Upon the request of a single shareholder, secret ballot is compulsory in all matters of a personal character.
4th-	Shareholders may not exercise their voting rights when the general assembly has to take a decision concerning vesting them with an advantage or settling a dispute between them and the Bank.