3.2. MEMBERS • Eric Vial, Chairman of the Board since 19 May 2022 and Director since 12 March 2020 • Alexandra Boleslawski, director appointed on 05 November 2025, member of the Specialised Audit and Risk Committee • Pascal Brouard, Director since 15 March 2024 and Chairman of the Specialised Audit and Risk Committees • Robert Calcagno, Director appointed on 13 March 2025 • Olivier Chatain, Director appointed on 23 September 2025 • Véronique Faujour, Director since 1 October 2024 • Benoît Fayol, Director since 15 March 2022, appointed Vice-President on 11 December 2025 and member of the Audit and Risk Committee • Hervé Husson, Director since 07 October 2016 • Marc Oppenheim, Director since 19 December 2023 • Etienne Royal, Director appointed on 23 September 2025. 3.3. ORGANISATION 3.3.1. Operation As a general rule, the Board of Directors meets four times per year and, if necessary, holds special meetings. The work of the Board is based on files prepared by its Secretary. Its meetings follow a pre-established agenda and are subject to minutes signed by the Chairman and one other Director. The Board of Directors functions in accordance with the company’s articles of association and its internal rules. The internal rules set out principles and best practices of corporate governance designed to ensure the quality of Board’s work, such as obligations of confidentiality, independence, loyalty and duties in respect of inside information and conflicts of interest. Directors with a conflict of interest must report the conflict and abstain from taking part in decisions. The Board of Directors met seven times in 2025. 3.3.2. Areas of competence The Board of Directors is the administrative body in charge of senior management, high-level risk monitoring and the adequacy of the Bank's management control system. Accordingly, it deals with major issues relating to strategy, general policy, management and the oversight of activities and risks. The Board approves the resources, organisation and planning needed to implement the strategy and general policy, based on proposals made by the Executive Committee, as appropriate. It is also responsible for finance, methods of accounting and financial control based on fixed objectives, the preparation of the annual activity report, the approval of the annual budget and the setting of financial objectives for the year, including equity planning and liquidity risk tolerance. In addition, the Board is responsible for ensuring the adequacy of resources, governance and oversight and that standards are observed (compliance). It makes decisions on matters related to the Bank’s administration referred to it by members of the Executive Committee and other issues brought before it by the specialised committees. Among other things, it decides on changes to the Bank’s activities, structures and strategic or property investments, such as the creation, acquisition or disposal of subsidiaries and ownership interests, the opening or closing of branches and representative offices, the acquisition or disposal of new businesses and the sale or purchase of buildings. It also makes the necessary decisions regarding legal and regulatory provisions, specifically in the areas of corporate governance, human resources, risk management and internal control. The Board of Directors delegates some of its tasks to its Specialised Committees, to the extent allowed by laws and regulations. These Specialised Committees meet 1 to 4 times a year, depending on the matters at hand and the opinions requested by the Board. Their members are appointed by the Board of Directors. These committee have limited decision-making powers and facilitate the Board’s work by providing their opinions. Annual Report 2025 47
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