Middlefield Banc (MBCN) Proxy Filing summary

Executive summary

• A merger is proposed between two financial institutions, with one entity surviving and the other merging into it, followed by a bank subsidiary merger.

• Each share of the merging company will be converted into 2.6 shares of the surviving company, with cash paid for fractional shares based on recent market prices.

• The merger is subject to approval by shareholders of both companies and regulatory authorities, with special meetings scheduled for February 10, 2026.

• The merger aims to expand market presence, increase assets, and provide enhanced products and services.

• Both boards recommend approval, supported by fairness opinions from independent financial advisors.

Voting matters and shareholder proposals

• Shareholders of the surviving company will vote on adopting the merger agreement, increasing authorized shares, approving share issuance, and potential adjournment to solicit more proxies.

• Shareholders of the merging company will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and potential adjournment.

• Approval thresholds: two-thirds of outstanding shares for key proposals, majority for others.

• Directors and certain officers have entered into voting agreements to support the merger.

Board of directors and corporate governance

• Two directors from the merging company will join the surviving company's board post-merger.

• The surviving company's board structure and governance documents will remain, with some differences in shareholder rights post-merger.