Contract analysis

I. Executive Summary This memorandum provides a comprehensive assessment of the independence status of each of the thirteen (13) directors serving on the boards of directors of Belmont Ridge Bank NA ("BRB" or the "Bank") and its parent holding company, Belmont Ridge Financial Group, Inc. ("BRFG" or the "Holding Company," and together with BRB, the "Company"). This assessment has been prepared at the request of the Bo

1. Nasdaq Listing Standards. Because BRFG's common stock (ticker: BRBK) is listed on the Nasdaq Stock Market, the independence requirements of the Nasdaq Listing Rules apply to the composition of BRFG's board and its standing committees. These requirements flow through to BRB by virtue of the substantially overlapping board composition between the Bank and the Holding Company.

2. OCC Heightened Standards for National Banks. As a national bank with approximately $38.7 billion in total consolidated assets as of the most recently reported quarter, BRB falls within the OCC's supervisory-expectation tier under 12 C.F.R. Part 7 and related OCC guidance regarding heightened standards for risk governance, including expectations for the independence and qualifications of directors serving on the Ri

3. BRB Director Independence Standards. BRB maintains its own Director Independence Standards, which were last amended in March 2022. These standards incorporate the Nasdaq bright-line tests and supplement them with certain categorical standards specific to banking institutions. As discussed in detail in Section VII of this memorandum, these standards require updating to reflect current regulatory expectations. Princ

II. Background A. Regulatory Context On November 15, 2024, the OCC issued MRA letter SA-2024-0315 to BRB, identifying four discrete governance findings arising from the OCC's supervisory examination cycle. The four findings encompassed deficiencies in board risk-oversight documentation, management reporting protocols for emerging risks, the completeness of the Governance & Nominating Committee charter, and the adequa

III. Applicable Independence Frameworks A. Nasdaq Listing Standards BRFG's common stock (ticker: BRBK) is listed on the Nasdaq Stock Market, and accordingly the Nasdaq Listing Rules' independence requirements apply to the composition of the BRFG board and its standing committees. Because eleven of the thirteen BRB bank directors also serve on the BRFG holding-company board, and because BRB has adopted the Nasdaq inde

IV. Director-by-Director Independence Analysis A. Margaret R. Ellsworth — Chair of the Board; Chair, Governance & Nominating Committee Independence Status: Independent Margaret R. Ellsworth, age 64, has served as an independent director of BRB since 2018 and currently serves as Chair of the Board of Directors and Chair of the Governance & Nominating Committee. Prior to joining the BRB Board, Ms. Ellsworth served as C

1. The Board should make and document a specific affirmative finding, by resolution, that Mr. Callahan's prior R&H relationship does not impair his independence or his ability to serve as Audit Committee Chair with objectivity and independent judgment.

2. This finding should be disclosed in BRB's proxy statement, with appropriate detail regarding the nature and timing of Mr. Callahan's R&H relationship and the Board's basis for its independence determination.

3. As discussed in Section VII, the Board should consider whether BRB's updated Director Independence Standards should include an explicit provision addressing former partners and employees of BRB's independent auditor, including an enhanced cooling-off period for Audit Committee chair eligibility that exceeds the Nasdaq minimum. E. Sandra M. Okafor — Chair, Compensation & Human Capital Committee Independence Status:

I. Alma G. Brashear — EVP & Head of Digital Banking; Director Independence Status: Non-Independent Alma G. Brashear, age 47, has served as a director of BRB since 2023 and serves as Executive Vice President & Head of Digital Banking. As a current executive officer and employee of BRB, Ms. Brashear is categorically non-independent under all three applicable frameworks. Ms. Brashear joined the BRB Board relatively rece

V. Committee Composition Independence Analysis A. Audit Committee The Audit Committee consists of five (5) members, all of whom are independent directors: Thomas J. Callahan (Chair), David K. Sorrento, Robert F. Nakamura, Marcus W. Delgado, and one additional independent director. Each member has been analyzed for compliance with the heightened independence requirements applicable to Audit Committee members under thr