Submission of Matters to a Vote of Security Holders

Middlefield Banc Corp. (the Company) held its Annual Meeting of Shareholders (the Meeting) on May10, 2017 in Aurora, Ohio. Five proposals were voted upon at the Meeting, which were (1)the election of four (4)persons to serve as directors of the Company for a three-year term expiring at the 2020 Annual Meeting; (2)the election of one person to serve as director of the Company for a one-year term expiring at the 2018 Annual Meeting; (3)approving the 2017 Omnibus Equity Plan; (4)approving a non-binding advisory vote regarding the compensation of the Companys named executive officers as disclosed in its proxy statement; and (5)the ratification of the selection of S. R. Snodgrass, A.C. as the independent registered public accountants for the fiscal year ending December31, 2017. The propo sals are described in detail in the Proxy Statement mailed to shareholders on or about April4, 2017.

The results of the proposals appear below:

Proposal 1. Election of Directors for a three-year term:

Votes

Broker

Nominee

Votes For

Withheld

Non-Votes

Eric W. Hummel

1,388,233

78,578

709,977

Kenneth E. Jones

1,405,194

61,617

709,977

James J. McCaskey

1,400,724

66,088

709,977

William A. Valerian

1,408,530

58,281

709,977

Proposal 2. Election of Director for a one-year term:

Votes

Broker

Nominee

Votes For

Withheld

Non-Votes

Thomas W. Bevan

1,413,847

52,964

709,977

Proposal 3. Approval of the 2017 Omnibus Equity Plan:

Broker

For

Against

Abstentions

Non-Votes

1,341,997

73,762

51,052

709,977

Proposal 4. Non-binding advisory vote approving the compensation of the Companys executive officers as disclosed in the proxy statement:

Broker

For

Against

Abstentions

Non-Votes

1,362,242

58,234

46,336

709,977

Proposal 5. Ratification of the selection of S. R. Snodgrass, A. C. as independent registered public accountants.

Broker

For

Against

Abstentions

Non-Votes

2,134,122

12,414

30,252

0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDDLEFIELD BANC CORP.

Date: May15, 2017

/s/ James R. Heslop, II,

Executive Vice President and COO

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