Contract analysis

I. Executive Summary The purpose of this memorandum is to advise the Board of Directors of Belmont Ridge Bank NA ("BRB" or the "Bank") on a comprehensive strategy for engaging key institutional shareholders on governance matters, responding to the specific concerns raised by Thornfield Capital Management, LP ("Thornfield") in its letter to the Board dated March 12, 2025, and preparing the Bank for the 2026 proxy seas

II. Background — Regulatory Governance Findings and Remediation Status A. OCC and Federal Reserve Supervisory Findings On November 15, 2024, the OCC issued MRA letter SA-2024-0315 to BRB, setting forth four discrete governance findings arising from the OCC's most recent full-scope examination of the Bank. The MRA letter identified the following areas requiring attention: Finding 1 — Risk Committee Escalation Protocol

III. Analysis of Key Institutional Shareholder Positions This Part provides a detailed analysis of the three institutional shareholders that are most significant to BRB's governance engagement strategy, as well as a discussion of the aggregate shareholder concentration and its implications. A. Thornfield Capital Management, LP Ownership and Filing Status. Thornfield Capital Management, LP holds approximately 7.3% of

1. Enhanced Risk-Committee Reporting. Thornfield requested that the Board adopt more frequent and more detailed reporting from the Risk Committee to the full Board on enterprise risk matters and risk-appetite metrics. Thornfield expressed concern that the current level of Risk Committee reporting may not provide the full Board with sufficient visibility into the Bank's enterprise risk profile, particularly given BRB'

2. Adoption of an Independent Board Evaluation Process. Thornfield requested that the Board engage an independent third-party facilitator to conduct the annual board evaluation process, rather than relying solely on internal self-assessment. Thornfield cited governance best practices among peer institutions in the banking sector and noted that independent evaluation processes are increasingly expected by institutiona

IV. Analysis of Proxy Advisory Firm Feedback Proxy advisory firms play an increasingly important role in corporate governance, particularly for publicly traded financial institutions. The voting recommendations of firms such as Gramercy Proxy Services and Northgate Governance Advisors significantly influence the voting decisions of institutional investors, including index fund managers and other passive investors tha

V. Response to the Thornfield Capital Management Letter — Recommended Framework The Thornfield letter of March 12, 2025 requires a prompt, substantive, and carefully crafted response. More than four months have passed since the letter was received, and the absence of a formal Board response to date risks being perceived by Thornfield as unresponsive or dismissive. We recommend that the Board respond promptly and that

1. Enhanced Risk-Committee Reporting. The Board should inform Thornfield that it is in the process of revising the Risk Committee Charter to incorporate a formalized escalation protocol with defined triggers, timelines, and independent reporting lines. Specifically, the revised charter will establish a direct reporting relationship between the Chief Risk Officer and the Risk Committee, ensure that material risk matte

2. Independent Board Evaluation. The Board should inform Thornfield that it is adopting a comprehensive board and committee self-evaluation framework that includes the engagement of an independent third-party facilitator. This framework is being developed for implementation in the 2025 annual evaluation cycle, which will represent the first year of the enhanced evaluation process. The Governance & Nominating Committe

3. General Governance Enhancements. The Board should reference, at a high level and without disclosing confidential supervisory information, the comprehensive governance review underway. This reference should encompass the full scope of governance enhancements being adopted, including: • Updates to multiple Board committee charters (Risk, Audit, and Governance & Nominating) • Adoption of a new Board Information Flow

VI. Proactive Off-Season Engagement Strategy An effective governance engagement strategy is not limited to responding to the Thornfield letter; it must encompass a broader, proactive outreach campaign that positions BRB as a governance leader in the banking sector. This Part sets forth a detailed off-season engagement strategy spanning Q3 2025 through Q1 2026, addressing the engagement calendar, the participants who

VII. Disclosure Enhancements for the 2026 Proxy Statement A. Overview. The 2026 proxy statement represents the Bank's most important public governance disclosure and should serve as the definitive statement of the governance improvements adopted during 2025. A well-crafted proxy statement that clearly and comprehensively describes the Board's governance enhancements will satisfy shareholder expectations, support favo

1. Board and Committee Governance Enhancements. The proxy statement should include a dedicated section describing the governance enhancements adopted during 2025, including the adoption of revised committee charters for the Risk Committee, Audit Committee, and Governance & Nominating Committee; the new Board Information Flow Policy; and the amended Corporate Governance Guidelines. The disclosure should summarize the

2. Director Skill-Matrix. The proxy statement