1. Purpose of these Terms of Reference

These Terms of Reference set out the authority, responsibilities, and membership of the Board of directors of Union Credit Bank s.a.l (the Bank).

2. Authority

The Board comprises the directors of the Bank, and derives its authority to act from the Bank's Articles of Association, and other Lebanese laws and regulations governing companies and banks.

3. Role of the Board

The role of the Board is to provide strategic guidance for the Bank and effective oversight of its management.

4. Board composition

The Board will comprise directors with a broad range of commercial skills and experience, general understanding of banking activities, or with appropriate professional qualifications, and who are able to bring useful expertise to the Board's discussions and decisions. Board Directors must have the ability and capacity to make meaningful contributions to Board strategy and policy and be able, through questioning and analysis of reports, to participate in the overseeing of the proper functioning of management. The size of the Board, currently six Directors, will be determined in accordance with the Bank's constitutional documents and the repartition of the shareholding.

It is the Bank's intention to include in addition to its executive and non-executive Board Directors, other independent Directors.

5. Chairman

The Chairman of the Board will be elected by the Board in accordance with the Articles of Association for the same period as the Board's mandate.

6. Board committees

The Board will establish committees as it considers appropriate to assist it in carrying out its responsibilities.

The Board shall, as a minimum, establish the following Board committees:

- Board committee on Audit.

- Board committee on Corporate Governance.

- Board committee on Risk Management.

The Board may also appoint temporary committees.