E-Proxy Voting

As a holder of Middlefield Banc Corp. common stock, you can elect to receive Proxy Materials, Annual Reports and other stockholder communications electronically via this website.

Receiving this information electronically is faster than regular mail and saves money for the company. In addition, electronic delivery benefits the environment by consuming fewer natural resources and creating less paper waste. Electronic delivery of the proxy is efficient and convenient.

If you are a shareholder and have received a Notice of Internet Availability of Proxy Materials and Voting Instructions for our 2010 Annual Meeting of Stockholders to be held on May 12, 2010, you may vote your shares prior to the meeting or request a paper copy of these proxy materials by following the instructions provided in the Notice of Internet Availability of Proxy Materials and Voting Instructions.

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.

Vote online until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Annual Meeting.

April 4, 2011

Dear Shareholders:

You are cordially invited to attend the 2011 Annual Meeting of Shareholders of Middlefield Banc Corp.  The meeting will be held on Wednesday, May 11, 2011, 1:00 p.m. local time at SunValley Banquet & Party Center, 10000 Edwards Lane, Aurora, Ohio, 44202.  The attached Notice of Annual Meeting of Shareholders and proxy statement discuss the business to be conducted at the meeting.

Your vote is important, regardless of the number of shares you own.  Please read the enclosed proxy statement and then complete, sign, and date the enclosed proxy and return it in the accompanying postage-paid return envelope as promptly as possible.  You may also use the Internet to vote by following the instructions on your proxy card.  This will not prevent you from voting in person, but it will ensure that your vote is counted.

Thank you for your attention to this important matter.