A written notice revoking a proxy should be delivered to Ms. Julie E. Amsden,
Secretary, Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062. Unless revoked, the shares represented by proxies will be voted at the annual meeting.
Expense of Soliciting Proxies. Middlefield will bear the cost of soliciting proxies. We will reimburse brokerage firms and other
custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy material to the beneficial owners of common stock. In addition to solicitation by mail, directors, officers, and employees of Middlefield and its
subsidiaries may solicit proxies personally or by telephone, but they will receive no additional compensation for doing so.
Middlefield
has also engaged Advantage Proxy, a proxy soliciting firm, to assist in the solicitation of proxies for a fee of $5,000 and reimbursement of reasonable out-of-pocket
expenses. Middlefield will pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations, and other custodians, nominees, and fiduciaries who are record holders of Middlefield common stock not beneficially owned by
them for forwarding this proxy statement and other proxy solicitation materials to and obtaining proxies from the beneficial owners of Middlefield common stock.
Quorum and Vote Required. A quorum is necessary for the conduct of business at the annual meeting. When present in person or by proxy
at the annual meeting, the holders of a majority of the shares of Middlefield common stock issued and outstanding and entitled to vote constitute a quorum.
Shareholders are entitled to one vote for each share held. Shareholders are not entitled to cumulate their votes in the election or removal of
directors or otherwise. Directors are elected by a plurality vote of shareholders present in person or by proxy and constituting a quorum, meaning the nominees receiving the greatest numbers of votes will be elected. We will consider the adoption
and approval of the amendment to Middlefields Articles increasing the authorized number of common shares from 10,000,000 to 20,000,000 to be approved if the proposal receives the affirmative vote of a majority of the outstanding shares. We
will consider the non-binding proposal to approve the compensation of Middlefield Banc Corp.s named executive officers
(say-on-pay) to be approved if the proposal receives the affirmative vote of a majority of the votes cast. We will consider the proposal to ratify the
appointment of S.R. Snodgrass, P.C. as independent auditor to be approved if the proposal receives the affirmative vote of a majority of the votes cast. Under Middlefields Regulations, approval of adjournment requires the affirmative vote of
the holders of a majority of the votes cast on the proposal.
Abstentions and Broker
Non-Votes. Abstention may be specified on all proposals except the election of directors. Abstentions and broker non-votes will be counted for purposes of
establishing that a quorum is present at the meeting. A broker non-vote arises when shares held by a broker nominee for a beneficial owner/customer are not voted because the broker nominee does not receive
voting instructions from the customer and lacks discretionary authority to vote the shares without instructions.
Brokers normally have
authority to vote on routine matters, such as the ratification of independent registered public accounting firms, but not on non-routine matters, such as amendments of charter documents, executive compensation
proposals, and the election of directors. Pursuant to applicable stock exchange rules, the ratification of the appointment of Middlefields independent registered public accounting firm (Proposal 4) is the only routine matter.
Our Regulations provide in Article I, section 7 that a majority of votes cast is sufficient to constitute the act of shareholders. However,
the proposal to amend the Articles requires the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation. Abstentions and broker non-votes have the
same effect as votes against amending the Articles because this proposal will not be adopted unless approved by the affirmative vote of a majority of all shares outstanding. Broker non-votes will not be
counted for the purpose of determining whether the proposal to adjourn the annual meeting has been approved. Abstentions will be counted as present for purposes of the proposal to adjourn the annual meeting but abstentions will have no effect on the
adjournment proposal. Because abstentions and broker non-votes are not counted as votes cast, they will have no impact on the
say-on-pay proposal.
Board Recommendations. The
board of directors recommends that you vote FOR election of the director nominees identified in this proxy statement, FOR adoption and approval of an amendment to Middlefield Banc Corp.s Articles to increase the
authorized number of common shares from 10,000,000 to 20,000,000, FOR the say-on-pay
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