Immunotech Biopharm Ltd (Immunotech-B) has released an amended Terms of Reference for its Audit Committee, effective 20 March 2026.

The updated charter outlines a broadened mandate designed to strengthen the Board’s supervision of financial reporting, risk management and internal controls, and to reinforce the company’s relationship with external auditors. Key elements include:

• Committee Structure: A minimum of three non-executive directors is required, with a majority being independent. At least one member must possess professional qualifications or expertise in accounting or financial management, consistent with Hong Kong Listing Rule 3.10(2). The Committee chair must be an independent non-executive director.

• Independence Safeguards: Former partners of the company’s current audit firm are barred from Committee membership for two years after ending their association with the firm, mitigating conflicts of interest.

• Meeting Frequency and Quorum: The Committee will convene at least twice a year, with a quorum of two members. The chief financial officer and representatives from both internal and external auditors are expected to attend; private sessions with auditors—without executive directors present—will occur at least annually.

• Core Responsibilities: – Recommend appointment, reappointment or removal of the external auditor and approve audit fees and engagement terms. – Monitor auditor independence, objectivity and audit effectiveness. – Review annual, half-yearly and, where applicable, quarterly financial statements, focusing on accounting policy changes, significant judgments, audit adjustments, and compliance with accounting standards and listing rules. – Oversee the company’s financial controls, risk management and internal control systems, ensuring adequate resources and staff qualifications within the finance function. – Coordinate internal and external audit activities, review management letters and follow up on identified issues. – Supervise confidential whistleblowing arrangements and ensure fair investigation and follow-up on reported concerns. – Review continuing connected transactions for compliance with shareholder-approved terms.

• Reporting and Authority: The Committee reports directly to the Board and is empowered to investigate any relevant activity, access all information and obtain independent professional advice at the company’s expense. Divergences between Board decisions and Committee recommendations regarding auditor matters must be disclosed in the corporate governance report.

• Annual General Meeting Representation: The Committee chair, or a designated representative, will attend the AGM to address shareholder questions on the Committee’s work.

The revised Terms of Reference replace the previous version adopted at the Committee’s inception on 6 June 2020, aligning Immunotech-B’s governance framework with evolving regulatory standards and best practices.