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Second Meeting of Chairman and CEO Nominating Committee of KB Financial Group

2014-09-26

The Chairman and CEO Nominating Committee (the “Committee”) serving under the Board of Directors of KB Financial Group Inc. (“KBFG”) held its second meeting in the afternoon of September 26, 2014.  The Committee, chaired by Young Jin Kim, performed a thorough review of the internal and external regulations regarding the nomination process for the chairman and chief executive officer of KBFG.  The Committee decided on a preliminary schedule of future meetings and established its rules of operation as well as criteria and procedures for evaluation and selection of candidates.

1. Preliminary Schedule

The Committee plans to compile an initial pool of approximately 100 candidates in early October 2014, and narrow down the list of candidates after an initial round of evaluations to approximately ten candidates at the third meeting of the Committee, which is scheduled to be held on October 2, 2014.

The Committee plans to then request executive recruiting firms to prepare a reputation inquiry report on each candidate and further narrow down the list of candidates at the fourth meeting of the Committee to approximately four candidates after a second round of evaluations, which would include a review of the results of the reputation inquiry reports.

With respect to the four remaining candidates following the second round of evaluations, the Committee plans to conduct an in-depth interview with each candidate and select its final nominee for chairman and chief executive officer of KBFG as early as late October 2014.

2. Rules of Operation

In order to ensure an objective and fair nomination process for the chairman and chief executive officer of KBFG, the Committee established the following rules of operation of the Committee.

- The Committee plans to disclose the candidates remaining on the list of candidates following each of the first and second round of evaluations only with the consent of each candidate.

- The Committee plans to employ various means of communication, including convening a forum, to listen to the opinions of various interested parties such as shareholders and labor unions.

- The Committee may put a candidate at a disadvantage if the candidate engages in unreasonable or excessive levels of activities to promote his or her candidacy.

- The chairperson of the Committee will supervise the issuance of press releases related to the nomination process for the chairman and chief executive officer of KBFG, and members of the Committee pledge not to make public any information related to the meetings of the Committee without prior consent from the Committee.

3. Procedures for Evaluation and Selection of Candidates

The Committee plans to commence the nomination process by compiling an initial pool of approximately 100 candidates, comprised of approximately 60 candidates that were rated “B” or above amongst the internal and external candidates that had been identified through a CEO succession planning program supervised by the Evaluation and Compensation Committee serving under the Board of Directors of KBFG, and other candidates who were recommended by two executive recruiting firms and the members of the Committee. Recommendations by the members of the Committee, though not mandatory, are limited to a maximum of two candidates per member.

During the first round of evaluations, each member of the Committee will be asked to select the top five candidates, assigning each candidate rankings of one to five.  Based on this, the Committee plans to narrow down the list of candidates to approximately ten candidates by selecting those who scored the highest.

During the second round of evaluations, each member of the Committee will be asked to select the top three candidates from the list of candidates compiled after the first round of evaluations, assigning each candidate rankings of one to three.  Based on this, the Committee plans to further narrow down the list of candidates to approximately four candidates by selecting those who scored the highest.

With respect to the approximately four remaining candidates, the Committee plans to conduct an in-depth interview lasting 90 minutes with each candidate.  The in-depth interview is expected to begin with a five-minute self-introduction by the candidate, followed by an 85-minute question-and-answer session.

At the end of the interviews, the members of the Committee plan to exchange their opinions about each candidate and select the final nominee through voting.  The candidate that has received more than two thirds of the votes will be selected as the nominee for chairman and chief executive officer.  Upon review of the documents submitted to verify the eligibility of the nominee for chairman and chief executive officer and confirmation that there are no ground for disqualification of the nominee, the Committee plans to recommend the nominee for chairman and chief executive officer to the Board of Directors of KBFG.

4. Qualification Criteria for Nominee for Chairman and Chief Executive Officer

With respect to the qualification criteria for the nominee for chairman and chief executive officer, the Committee has resolved to adopt the “Qualification Criteria for CEO Nominee” used in the CEO succession planning program supervised by the Evaluation and Compensation Committee serving under the Board of Directors of KBFG.

The Committee has resolved to disclose the “Qualification Criteria for CEO Nominee” despite the fact that relevant laws and regulations regarding a governance structure of a financial institution have not yet been implemented (see appendix for details).

Appendix:  “Qualification Criteria for CEO Nominee” of KBFG