Middlefield Banc Corp. (NASDAQ:MBCN) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders.

On January10, 2017, Middlefield Banc Corp. (the Company) held a
special meeting of its stockholders to approve the transactions
under the Agreement and Plan of Reorganization, dated as of
July28, 2016, by and among Middlefield Banc Corp., MBC Interim
Bank, The Middlefield Banking Company, and Liberty Bank, N.A.
(the Agreement and Plan of Reorganization), to which Liberty
Bank, N.A. would merge into The Middlefield Banking Company,
which is the Companys wholly owned bank subsidiary (the Merger).
The stockholders voted upon the following proposals:

Proposal 1: To approve the transactions under
the Agreement and Plan of Reorganization.

Proposal 2: To approve issuance of up to 563,261
shares of Middlefield Banc Corp. common stock in the Merger.

Proposal 3: To adjourn the special meeting if
adjournment is necessary to allow solicitation of additional
proxies if there are insufficient votes to adopt and approve the
Agreement and Plan of Reorganization.

Item8.01 Other Events.

Liberty Bank, N.A. advised the Company that at Liberty Bank N.A.s
annual meeting of stockholders held on December22, 2016, Liberty
Bank N.A. stockholders approved the Agreement and Plan of
Reorganization. Accordingly, all stockholder approvals required
to complete the Merger have been obtained.

About Middlefield Banc Corp. (NASDAQ:MBCN)

Middlefield Banc Corp. is a bank holding company. The Company’s subsidiaries include The Middlefield Banking Company (MBC) and EMORECO Inc. MBC is engaged in the general commercial banking business in northeastern and central Ohio. MBC offers customers a range of banking services, including checking, savings, money market accounts, time certificates of deposit, commercial loans, real estate loans, various consumer loans, safe deposit facilities and travelers’ checks. MBC offers online banking and bill payment services to individuals, and online cash management services to business customers through its Website at www.middlefieldbank.com. EMORECO engages in the resolution and disposition of troubled assets in central Ohio. MBC’s loan products include operational and working capital loans, loans to finance capital purchases, term business loans, residential construction loans, selected guaranteed or subsidized loan programs for small businesses, and consumer installment loans.

Middlefield Banc Corp. (NASDAQ:MBCN) Recent Trading Information

Middlefield Banc Corp. (NASDAQ:MBCN) closed its last trading session 00.00 at 38.50 with 312 shares trading hands.