Committees of the board

January 2026

Composition of the Board of Directors

The current members of the Board of Directors were elected by a resolution of the Ordinary General Assembly of shareholders held on 25 July 2024 for a three year term expiring on the date of the annual Ordinary General Assembly meeting that will examine the accounts and activity of the year 2026.

The names of Directors serving at the date of this report are the following:

Members	Member Of the Group Audit Committee	Member Of the Board Group Risk Committee	Member Of the Remuneration Committee	Member Of the Compliance/AML/CFT Board Committee
Mr. Samir N. Hanna (Member and Chairman until January 2026) View Profile
Ms. Sherine R. Audi (Chair since January 2026) View Profile				(Chair)
Dr. Khalil M. Bitar View Profile		(Chair)
Mr. Mutlaq Hamad Al-Morished View Profile
Janaudi Holding sal represented by Mr. Marc J. Audi View Profile	(Chair)		(Chair)
FRH Investment Holding sal represented by Mr. Fahad R. Hariri View Profile
U Chain - Directors Ltd. represented by Mr. Maher G. Merehbi View Profile
Mr. Khalil I. Debs (General Manager and Group CEO) View Profile

Secretary of the Board
Dr. Farid F. Lahoud (Chief Compliance Officer - Corporate Secretary) View Profile

² Definition of “Director independence” as per the Bank’ s Governance Guidelines (summary):

“In order to be considered independent Director by the Board, a Director should have no relationship with the Bank that would interfere with the exercise of independent judgment in carrying out responsibilities as a Director. Such a relationship should be assumed to exist when a Director (him/herself or in conjunction with affiliates):

is occupying, or has recently occupied an executive function in the Bank or the Group;
is providing, or has recently provided advisory services to the Executive Management;
is a major shareholder (i.e. owns, directly or indirectly, more than 5% of outstanding Audi common stock), or is a relative of a major shareholder;
has, or has recently had a business relationship with any of the Senior Executives or with a major shareholder;
is the beneficiary of credit facilities granted by the Bank;
is a significant client or supplier of the Bank;
has been, over the 3 years preceding his appointment, a partner or an employee of the Bank’s external auditor;
is a partner with the Bank in any material joint venture.

In addition to the above, the Board of Directors is satisfied with the ability of the independent Directors to exercise sound judgment after fair consideration of all relevant information and views without undue influence from Management or inappropriate outside interests.”

FREQUENCY OF MEETINGS

In 2025, the Board of Directors held 5 meetings, the Group Audit Committee held 4 meetings, the Group Risk Committee held 4 meetings, the Remuneration Committee held 1 meeting, and the Compliance/AML/CFT Board Committee held 4 meetings.

CHANGES TO THE BOARD OF DIRECTORS OVER THE LAST 2 YEARS

On 16 May 2024, acting on the recommendation of the then Chairman – General Manager Mr. Samir Hanna, the Board of Directors resolved to separate the roles of Chairman and General Manager, as now permitted by Lebanese laws and the Bank’s bylaws. Pursuant to the above, Mr. Samir Hanna relinquished his managerial duties and has since been serving as a Non-Executive Chair of the Board. Concomitantly, Mr. Khalil El Debs was appointed General Manager – Group CEO.

On 25 July 2024, the Ordinary General Assembly of Shareholders convened and resolved to re-elect three of the then serving Directors (the others having expressed their wish not to be considered for a new mandate) and five new Directors, all for a term of three years expiring on the date of convening the Annual General Assembly of Shareholders that will examine the accounts of the year 2026.
The newly elected Board convened following the General Assembly of shareholders and resolved, amongst other things, to (i) re-elect Mr. Samir N. Hanna as Chairman of the Board; and (ii) re-appoint Mr. Khalil El Debs as General Manager – Group CEO.

In January 2026, Mr. Samir Hanna stepped down from the Board of Directors. The Board convened on January 13, 2026 and resolved to elect Mrs. Sherine Raymond Audi as Chair of the Board for a term expiring on the date of convening the Annual General Assembly of Shareholders that will examine the accounts of the year 2025.

In 2024, the Board of Directors held 6 meetings, the Group Audit Committee held 5 meetings, the Group Risk Committee held 4 meetings, the Remuneration Committee held 4 meetings, the Corporate Governance and Nomination Committee held 2 meetings, and the Compliance/AML/CFT Board Committee held 4 meetings.

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Committees of the board

January 2026

Composition of the Board of Directors

FREQUENCY OF MEETINGS

CHANGES TO THE BOARD OF DIRECTORS OVER THE LAST 2 YEARS

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