Village Bank and Trust Financial Corp. (the "Company") held its 2012 Annual Meeting of Shareholders on May 22, 2012 at the Village Bank at Watkins Centre, 15521 Midlothian Turnpike, Midlothian, Virginia (the "Annual Meeting"). A quorum of shares was present at the Annual Meeting, consisting of a total of 3,318,545 shares. At the Annual Meeting, the shareholders of the Company elected four directors to serve for three-year terms, approved an advisory vote on the Company's executive compensation and ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2012. The voting results for each proposal were as follows:

Proposal 1

To elect four directors for a term of three years each:


                                                    Broker
                             For       Withheld    Non-Vote

  Donald J. Balzer, Jr.    1,519,565    173,113    1,625,867
  Michael A. Katzen        1,502,142    190,536    1,625,867
  Michael L. Toalson       1,511,065    181,613    1,625,867
  O. Woodland Hogg, Jr.    1,514,465    178,213    1,625,867

Proposal 2

To approve, in an advisory (non-binding) vote, the executive compensation
disclosed in the Proxy Statement:

                                   Broker
     For      Against   Abstain   Non-Vote
  1,329,230   295,891   67,557    1,625,867

Proposal 3

To ratify the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for 2012:

For Against Abstain
3,250,265 36,377 31,903