On April 24, 2012, OptimumBank Holdings, Inc. (the "Company") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"). There were 21,411,108 shares of common stock entitled to be voted of which 12,063,538 shares were voted in person or by proxy at the Annual Meeting:

(1) The shareholders voted to elect the six (6) nominees for director.

(2) The shareholders voted to ratify the appointment of Hacker, Johnson & Smith PA as the Company's independent auditor for fiscal year 2012.

The Company's inspector of election certified the following vote tabulations:

Board of Directors

                                                                 Broker Non-
            Nominee                 For           Withhold          Vote
            Moishe Gubin          12,061,806          1,732                 0
            Sam Borek             12,063,325            213                 0
            Richard L. Browdy     12,058,242          5,296                 0
            Seth Gillman          12,061,806          1,732                 0
            Wendy Mitchler        12,059,761          3,777                 0
            Robert Acri           12,061,806          1,732                 0

Broker Non- For Against Abstain Vote Ratification of Independent Auditor 12,062,019 1,519 0 0