Thomas G. Caldwell

President and CEO

Donald L. Stacy

Treasurer and CFO

Middlefield Banc Corp.

Investor Presentation

April 2015

Exhibit 99.1

Forward Looking Statements

This presentation contains forward-looking statements within the meaning of the Securities

Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995

concerning Middlefield Banc Corp.’s plans, strategies, objectives, expectations, intentions,

financial condition and results of operations.  These forward-looking statements reflect

management’s current views and intentions and are subject to known and unknown risks,

uncertainties, assumptions and other factors that could cause the actual results to differ

materially from those contemplated by the statements.  The significant risks and

uncertainties related to Middlefield Banc Corp. of which management is aware are

discussed in detail in the periodic reports that Middlefield Banc Corp. files with the

Securities

and

Exchange

Commission

(the

“SEC”),

including

in

the

“Risk

Factors”

section

of its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q.  Investors are

urged to review Middlefield Banc Corp.’s periodic reports, which are available at no

charge

through

the

SEC’s

website

at

www.sec.gov

and

through

Middlefield

Banc

Corp.’s

website

at

www.middlefieldbank.com

on

the

“Investor

Relations”

page.

Middlefield

Banc

Corp.

assumes

no

obligation

to

update

any

of

these

forward-looking

statements

to

reflect

a

change

in

its

views

or

events

or

circumstances

that

occur

after

the

date

of

this

presentation.

2

Middlefield Banc Corp.

Company Snapshot

(1)(2)

NASDAQ:

MBCN

Stock Price:

$31.71

Market Cap:

$65.1 million

Dividend (yield):

$1.04 (3.3%)

Headquarters:

Middlefield, Ohio

Established:

Bank 1901/HC 1988

Branches:

10

Total Assets:

$699.9 million

Net Loans

$469.4 million

Total Deposits:

$617.1 million

(1)

Stock price, market cap and dividend yield as of April 22, 2015

(2)

Financial figures for the period ended March 31, 2015

For over 100 years, Middlefield Banc

Corp. has supported its communities

by offering customers superior

financial products, exceptional

service, and modern banking

amenities

3

Rankings and Awards

4

Sources:

(1)     KBW April 13, 2015

http://www.kbw.com/content/the-firm-PDFs/press-releases/KBW-2015-Bank-Honor-Roll-04.13.15.pdf

(2)    SNL June 16, 2014

Disproving the naysayers, some banks under $1B thrive

By Kiah Lau Haslett and Marshall Schraibman

(3)    Independent Banker

http://independentbanker.org/2014/05/community-banks-with-assets-of-more-than-500-million-to-1-billion/

SNL Financial

(2)

According to a June 16, 2014 article from SNL Financial, Middlefield Banc Corp. had the

10

th

highest ROAE out of public community banks with under $1 billion in assets. 

KBW

(1)

On April 13, 2015, Middlefield was named one of 25 U.S. banking institutions to KBW’s

coveted “Bank Honor Roll”

of superior performers.  Honor Roll members are publicly traded

banking

institutions

with

more

than

$500

million

in

total

assets

that

have

not

reported

an

annual

loss over the past 10 years, had 2014 annual EPS equal to or greater than peak EPS over the

past 10 years, and consecutive increases in EPS since 2009.

Independent Banker

(3)

According to May 30, 2014 study from Independent Banker, Middlefield Banc Corp. had the

21

st

highest ROE of  community banks with assets of $500 million to $1 billion

Ended 2014 with record net loans

outstanding, net income, and stockholders’

equity

Profitable throughout the economic cycle and

never reported a quarterly loss

History of quarterly cash dividend payments,

and maintained dividend amount during

recession

Excellent asset quality, strong liquidity

profile, and robust core deposit base

Strong returns and efficiency ratios

Two strong Ohio banking markets

5

Growing Banking Franchise

Total Assets

$-

$100

$200

$300

$400

$500

$600

$700

$800

Middlefield Overview

6

Middlefield Banc Corp. is a community banking leader with

strong brand recognition in its markets

Favorable distribution network: 10 branches in five counties,

serving two distinct Ohio market areas

Northeastern Ohio market consists principally of:

–

Geauga County

–

Trumbull County

–

Ashtabula County

–

Portage County

Two central Ohio branches are located in Dublin and Westerville

in Franklin County, north of Columbus.

Cleveland MSA and Columbus MSA have a combined population of more than 4.0 million

people

Opportunities to “fill in”

gap between two operating geographies

According to FDIC statistics, Ohio insured financial institutions have declined 30% from

304 institutions at the end of 2003 to 212 at the end of 2014

In

terms

of

deposits,

out

of

212

banks

in

the

State

of

Ohio,

Middlefield

was

the

30

th

largest

bank in the state at December 31, 2014

Middlefield Serves Two Distinct Ohio Markets with Strong Demographics

Northeast Ohio

Northern Columbus

8 banking locations

Geauga

County

is

3

rd

in

median

household

income

(1)

out

of

88

Ohio

counties

Geauga

County

is

the

center

of

the

4

th

largest Amish population in the world

–

This demographic provides a strong

borrowing and stable deposit base

Improvements in manufacturing

Combined unemployment rate in all four

counties in 2014 was 5.2% 

2 banking locations

Columbus is the state capital and largest

city in Ohio

Franklin

County

is

2

nd

in

population

in

Ohio with an unemployment rate of 3.6%

in 2014

Delaware County, immediately north of

Franklin,

has

the

2

nd

highest

median

household income in Ohio

At June 30, 2014, 5 of the 34 banks in

Franklin County controlled 85% of total

deposits. 

8 of the bank's 10 branches (and nearly 85% of deposits) are located in counties that

have stronger demographics than the State average median household income, median

value, value of owner-occupied housing, and employment rates

7

(1) According to:

www.usa.com/rank/ohio-state--median-household-income--county-rank.htm?hl=Geauga&hlst=OH&yr=6000

Corporate Infrastructure and Experienced Management to Support Growth

Middlefield’s success is driven by a strong leadership team dedicated to creating value for

shareholders, while providing the highest quality financial products and services within the

communities the Company serves

Experienced Management

2014 Investments

Average tenure of  8 executive officers:

–

At MBCN is over 14 years

–

Within industry is over 25 years

Thomas Caldwell, CEO, serves on the

Federal Delegate Board of the

Independent Community Bankers of

America, having been elected in June

2010.  Mr. Caldwell previously served as

Chairman of the Community Bankers

Association of Ohio.

Sales-orientation culture

Community focused culture

Launched secondary mortgage

capabilities in 2014 fourth quarter

Focused on expanding technology

–

Launched new website

–

Enhanced on-line banking

–

Developed mobile banking

capabilities

Hired Chief Information Officer and

Chief Credit Officer

Centralized operations center to a new

20,000 sq. foot facility

8

9

Personal Banking

Personal Banking

Products and Services

Strong brand recognition in core markets

–

#1 Market Share in Geauga County

–

#6 Market Share in Portage County

–

#3 overall within the primary

northeastern Ohio market

Focused on growth

–

Improved on-line banking offerings

–

Residential mortgage products

–

De novo expansion and strategic

acquisitions

Customers trust Middlefield Banc Corp. to be there for them in day-to-day money

management as well as for those milestone events in their financial lives

10

Market Share

Ashtabula, Geauga, Portage & Trumbull Counties

June 30, 2014

Rank

Institution

Branches

Deposits in

Market ($000)

Market

Share

1

Huntington National Bank

38

1,532,821

20.60

2

JP Morgan Chase

19

894,279

12.02

4

KeyBank

15

522,389

7.02

5

PNC Bank

11

506,911

6.81

6

Talmer Bank and Trust

9

464,660

6.24

7

Cortland Savings & Banking

10

385,484

5.18

8

First Merit Bank

12

347,397

4.67

Total for institutions in market

190

7,441,520

Franklin County

June 30, 2014

Rank

Institution

Branches

Deposits in

Market ($000)

Market

Share

1

Huntington National Bank

68

14,035,079

31.14

2

JP Morgan Chase

53

10,503,465

23.30

3

PNC Bank

42

5,130,794

11.38

4

Nationwide Bank

2

4,415,679

9.80

5

Fifth Third Bank

47

4,145,568

9.20

26

Vinton County National Bank

1

57,354

0.13

27

First City Bank

1

44,764

0.10

Total for institutions in market

344

45,074,325

Strong Market Share in

Northeastern Ohio Market

Opportunities To Increase

Market Share in Central Ohio

Source: FDIC

3

The Middlefield Banking Co.

8

528,765

7.11

25

The Middlefield Banking Co.

2

61,079

0.14

11

Commercial Banking

(1)

Commercial Banking

Products and Services

$214.6 million in commercial loans at

March 31, 2015

Enhanced commercial banking leadership

team in 2014 by adding:

Chief Credit Officer

SVP –

Commercial Lending

Expertise in niche commercial loan

products

Growth objectives include:

Branch expansions

Selective acquisitions

Increase market share

For over 100 years, Middlefield Banc Corp. has been helping businesses grow

(2) Dollars in millions

(1) Commercial loans include commercial and industrial, and commercial real estate. 

$-

$50

$100

$150

$200

$250

2014

2013

2012

2011

2010

2009

Annual Commercial Loan Growth

(2)

History of Strong Financial Results

ROAA:

0.36%

0.41%

0.65%

0.95%

1.06%

1.07%

ROAE:

4.90%

6.44%

10.24%

11.98%

13.17%

12.17%

Return on Average Assets

Return on Average Equity

Managed cost of funding to increase net

interest margin

Anticipate continued pressure on margin

levels due to:

Higher regulatory costs

Continued low rate environment

Investments to support growth

Opportunities to offset margin pressures and

increase profitability by improvements in

fee based income

Three Months Ended

March 31,

2015

2014

ROAA

(1)

0.96%

1.08%

ROAE

(1)

10.23%

13.10%

(1)

Annualized

Annual Return on Average Assets and Equity

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

2014

2013

2012

2011

2010

2009

12

2015 First Quarter Highlights

Net interest income increased 3.3% to $6.2 million.

Noninterest income grew 11.3% to $0.8 million. 

Noninterest expense increased 13.8%.

Net income decreased 7.7% to $1.6 million, or $0.79 per

diluted

share.

Tangible

stockholders’

equity

improved

3.1%

from

the

2014

fourth

quarter,

and

17.4%

from

March

31,

2014. 

Total net loans increased 7.5%.

Nonperforming assets declined to $10.5 million from $13.4

million. 

Tier 1 capital ratio strengthened to 9.69% from 9.15%.

Overall profitability was impacted by selectively adding staff to improve capabilities and increases to

the advertising budget to support growth objectives.  Middlefield was able to partially offset the

impact of the 13.8% increase in noninterest expense through higher levels of both interest and

noninterest income, and reducing interest expenses by 14.5%.

13

Net Income

Total Noninterest Income

Net Interest Income

(1) Dollars in thousands

$-

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

2015 Q1

2014 Q4

2014 Q3

2014 Q2

2014 Q1

Quarterly Income

(1)

2015 first quarter highlights include:

(on a year-over-year basis unless noted)

Stable and Growing Loan Portfolio

Net loans to total deposits of 76.1% at

March 31, 2015

Net loans at March 31, 2015 were $469.4

million, up from $436.7 million in the

same period last year

Loan policy goal is to achieve a

composition mix of:

40 –

50% residential real estate loans

35 –

45% commercial loans

5 –

15% consumer loans

5% credit card accounts

Adding secondary mortgage market will

enhance residential product

Especially in Columbus market

No national or sub-prime lending

Lending within market area

Participation loans with banks that have

similar credit quality standards and

cultures

Loan Portfolio at March 31, 2015

14

(1) Dollars in millions

Excellent Asset Quality and Capital Levels

Dollars in thousands

3/31/2015

12/31/2014

3/31/2014

12/31/2013

12/31/2012

Nonperforming Loans

$8,262

$9,048

$10,741

$12,290

$14,224

Real Estate Owned

2,203

2,590

2,656

2,698

1,846

Nonperforming Assets (NPAs)

10,465

11,638

13,397

14,988

16,070

Allowance for Loan Losses

6,447

6,846

7,015

7,046

7,779

Ratios:

Nonperforming Loans/

Total Loans (%)

1.74%

1.92%

2.42%

2.82%

3.48%

NPAs/Total Assets (%)

1.50%

1.72%

2.00%

2.32%

2.40%

Allowance/Total Loans (%)

1.35%

1.45%

1.58%

1.62%

1.90%

Allowance/Nonperforming   

Loans (%)

78.03%

75.66%

65.31%

57.33%

54.69%

Net Charge-off Ratio –

Annualized (%)

0.43%

0.38%

0.19%

0.19%

0.30%

Tier 1 Capital Ratio

(to Average Assets)

9.69%

9.60%

9.15%

9.04%

7.90%

Strong reserve coverage provides flexibility in managing potential losses

with reduced impact on net income

15

Problem assets peaked in 2011,

primarily driven by non-owner

occupied 1 -

4 family in Central

Ohio market

Net charge-offs returned to

normalized levels in 2012

–

Peaked in 2011 with $2.5

million

2015 first quarter Nonperforming

assets lowest since 2008.

Annual Financial Summary

Dollars in thousands

2009

2010

2011

2012

2013

2014

Net interest income

14,268

18,149

21,075

22,299

22,928

23,804

Provision for loan losses

2,578

3,580

3,085

2,168

196

370

Noninterest income

2,668

2,623

2,237

3,451

3,145

3,588

Noninterest expense

12,650

14,763

15,501

15,639

16,870

17,850

Income before income taxes

1,708

2,429

4,726

7,943

9,007

9,172

Income taxes

(73)

(88)

596

1,662

1,979

1,992

Net income

1,781

2,517

4,130

6,281

7,028

7,180

Net interest margin

3.30%

3.41%

3.65%

3.74%

3.85%

3.93%

Total assets

558,658

632,197

654,551

670,288

647,090

677,531

Loans outstanding, net

348,660

366,277

395,061

400,654

428,679

463,738

Deposits

487,106

565,251

580,962

593,335

568,836

586,112

Equity capital

36,707

38,022

47,253

55,437

53,473

63,867

Earnings per share

1.15

1.60

2.45

3.29

3.48

3.52

Cash dividend (per share)

1.04

1.04

1.04

1.04

1.04

1.04

Dividend pay-out ratio

90.28%

65.04%

42.71%

31.87%

29.84%

29.54%

Return on average assets

0.36%

0.41%

0.65%

0.95%

1.06%

1.07%

Return on average equity

4.90%

6.44%

10.24%

11.98%

13.17%

12.17%

16