##### Table of Contents



SCHEDULE 14A
 INFORMATION REQUIRED IN PROXY STATEMENT
 SCHEDULE 14A INFORMATION
 Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
 þ  o
  o  o  þ  o  o
 BIRMINGHAM
BLOOMFIELD BANCSHARES, INC.
  
   Payment of Filing Fee (Check the appropriate box):þ
    
    No fee required.o
    
    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)
    
    Title of each class of securities to which transaction applies:(2)
    
    Aggregate number of securities to which transaction applies:(3)
    
    Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):(4)
    
    Proposed
maximum aggregate value of transaction:(5)
    
    Total fee
paid:o
    
    Fee paid previously with preliminary materials.o
    
    Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.(1)
    
    Amount Previously Paid:(2)
    
    Form, Schedule
or Registration Statement:(3)
    
    Filing
Party:(4)
    
    Date
Filed:




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
33583 Woodward Avenue
Birmingham, MI 48009
(248) 723-7200
   9:30 a.m. Birmingham Community House, 380 South Bates Street,
  Please complete and mail in your
proxy card promptly, even if you plan to attend the meeting.
 FOR
   President and Chief Executive Officer




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
33583 Woodward Avenue
Birmingham, MI 48009
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 TIME
    
    9:30 a.m., local time, on Monday, April 23, 2007PLACE
    
    Birmingham Community House380 South Bates StreetBirmingham, MichiganITEMS OF BUSINESS
    
    (1)
    
    To elect sixteen members of the Board of Directors.(2)
    
    To approve the 2006 Stock Incentive Plan.(3)
    
    To transact such other business as may properly comebefore the Meeting.ANNUAL REPORT
    
    Our 2006 Annual Report, which is not a part of the proxy
soliciting material, is enclosed.RECORD DATE
    
    You can vote if you are a shareholder of record on February
28, 2007.QUORUM
    
    A majority of the shares of common stock must be represented at the
meeting. If there are insufficient shares, the meeting may be
adjourned.
  Secretary
 2




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##### 



TABLE OF CONTENTS
 SOLICITATION AND VOTING
    
    
    4Shareholders Entitled to Vote
    
    
    4Voting Procedures
    
    
    4Required Vote
    
    
    5Revoking a Proxy
    
    
    5List of Shareholders
    
    
    5Cost of Proxy Solicitation
    
    
    5Inspector of Election
    
    
    5Other Matters
    
    
    6GOVERNANCE OF THE COMPANY
    
    
    6Role and Composition of the Board of Directors
    
    
    6The Executive Committee
    
    
    7The Audit Committee
    
    
    7Audit Committee Financial Expert
    
    
    7The Nomination and Governance Committee
    
    
    7The Compensation Committee
    
    
    8Code of Ethics
    
    
    8Shareholder Communications with the Board
    
    
    9Directors Compensation
    
    
    9ITEM 1. ELECTION OF DIRECTORS
    
    
    10CLASS I  NOMINEES WHOSE TERMS WILL EXPIRE IN 2009
    
    
    10CLASS II  NOMINEES WHOSE TERMS WILL EXPIRE IN 2010
    
    
    11CLASS III  NOMINEES WHOSE TERMS WILL EXPIRE IN 2008
    
    
    11ITEM 2. APPROVAL OF 2006 STOCK INCENTIVE PLAN
    
    
    12Background
    
    
    12Purpose and Eligibility
    
    
    12Administration
    
    
    13Amendment and Termination
    
    
    13Incentive Stock Options and Non-Qualified Stock Options
    
    
    13Transferability; Dividend and Voting Rights; Withholding
    
    
    14Change in Control
    
    
    14Non-Compete
    
    
    15Certain Federal Income Tax Consequences
    
    
    15Performance-Based Compensation  Section 162(m) Requirement
    
    
    16SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS,
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS
AND ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
    
    
    16SECURITY OWNERSHIP OF SHAREHOLDERS HOLDING 5% OR MORE
    
    
    17EXECUTIVE COMPENSATION
    
    
    18Employment Agreements
    
    
    18401(k) Plan
    
    
    19Payments upon Termination/Change of Control
    
    
    19Option Grants in 2006
    
    
    20Transactions With Certain Related Persons
    
    
    21AUDIT COMMITTEE
    
    
    22Audit Committee Report
    
    
    22Audit Fees
    
    
    22Audit Related Fees
    
    
    22Tax Fees
    
    
    22All Other Fees
    
    
    23COMPLIANCE WITH SECTION 16
    
    
    23SHAREHOLDER PROPOSALS
    
    
    23
  3




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##### Table of Contents



BIRMINGHAM
BLOOMFIELD BANCSHARES, INC.
 33583 Woodward Avenue
Birmingham, MI 48009
 
 SOLICITATION AND VOTING
  ,
  
 Shareholders Entitled to Vote
    
 Voting Procedures
  
    
    you can come to the Annual Meeting and cast your vote there; or
    
    you can vote by signing and returning the enclosed proxy card. If you do so,
the individuals named as proxies on the card will vote your shares in the manner
you indicate.
 FOR FOR
  HOWEVER, IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE,
THE INSPECTOR OF ELECTION WILL REQUIRE YOU TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME
FROM SUCH BROKER, BANK OR OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING
 4




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##### Table of Contents



Required Vote
   
 Revoking a Proxy
  
    
    you may send in another proxy with a later date;
    
    you may notify the Companys Secretary in writing at Birmingham Bloomfield
Bancshares, Inc., 33583 Woodward Avenue, Birmingham, Michigan 48009; or
    
    you may revoke by voting in person at the Annual Meeting.
  
 List of Shareholders
  
 Cost of Proxy Solicitation
  
 Inspector of Election
  5




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##### Table of Contents



Other Matters
  
 GOVERNANCE OF THE COMPANY
 
 Role and Composition of the Board of Directors
    NominationandName
    
    Board
    
    Executive
    
    Audit
    
    Governance
    
    CompensationDonald J. Abood
    
    X
    
    
    
    
    
    XWilliam R. Aikens
    
    X
    
    X
    
    X
    
    
    
    XJane L. Brodsky
    
    X
    
    XHarry Cendrowski
    
    X
    
    
    
    XDonald E. Copus
    
    X
    
    
    
    
    
    XJohn M. Farr
    
    XRobert E. Farr
    
    X
    
    XCharles Kaye, Jr.
    
    X
    
    
    
    XScott B. McCallum
    
    XRichard J. Miller
    
    X
    
    XDaniel P. ODonnell
    
    X
    
    XCharles T. Pryde
    
    X
    
    X
    
    
    
    
    
    XDonald Ruff
    
    X
    
    
    
    XWalter G. Schwartz
    
    X
    
    XHenry G. Spellman
    
    X
    
    X
    
    
    
    
    
    XRobert Stapleton
    
    X
    
    
    
    
    
    XMeetings in 2006
    
    11
    
    10
    
    6
    
    0
    
    1
 6




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The Executive Committee
  
 The Audit Committee
  
    
    maintaining a liaison with the outside auditors;
    
    reviewing the adequacy of internal controls;
    
    reviewing with management and outside auditors financial disclosures of the Company; and
    
    reviewing any material changes in accounting principles or practices used in
preparing statements.
 
 Audit Committee Financial Expert
  
 The Nomination and Governance Committee
  http://www.bankofbirmingham.net
  
 7




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##### Table of Contents



The Compensation Committee
  http://www.bankofbirmingham.net
 
 Code of Ethics
  
    
    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    Full, fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commissions and in other
public communications we make;
    
    Compliance with applicable governmental laws, rules and regulations;
    
    The prompt internal reporting of violations of the code to an appropriate person or
persons named in the code; and
    
    Accountability for adherence to the code.
 8




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##### Table of Contents



http://www.bankofbirmingham.net http://www.bankofbirmingham.net
 
 Shareholder Communications with the Board
  
 Directors Compensation
  2006 DIRECTOR COMPENSATION TABLE
 NonqualifiedDeferredFees Earned or
    
    
    
    
    
    Compensation
    
    All OtherPaid in Cash
    
    Stock Awards
    
    Option Awards
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Donald J. Abood
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0William R. Aikens
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Jane L. Brodsky
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Harry Cendrowski
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Donald E. Copus
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0John M. Farr
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Charles Kaye, Jr.
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Scott B. McCallum
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Daniel P. ODonnell
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Charles T. Pryde
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Donald Ruff
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Walter G. Schwartz
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Henry G. Spellman
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0Robert Stapleton
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
 9




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##### Table of Contents



ITEM 1. ELECTION OF DIRECTORS
     The Board of Directors recommends a vote FOR the election of these nominees as Directors
  
 CLASS I  NOMINEES WHOSE TERMS WILL EXPIRE IN 2009
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipDonald J. Abood
    
    
    52
    
    
    Director since 2006. President, Donald Abood, Inc. (real
estate development).William R. Aikens
    
    
    73
    
    
    Director since 2006. Chairman/owner, Spartan Metal Finishing.Jane L. Brodsky
    
    
    54
    
    
    Director since 2006. Partner, Brodsky & Associates
(certified public accounting).Harry Cendrowski
    
    
    52
    
    
    Director since 2006. Partner, Cendrowski Selecky, P.C.
(certified public accounting).Richard J. Miller
    
    
    48
    
    
    Executive Vice President, Chief Financial Officer and
Director since 2006. Former senior consultant, Plante &
Moran, PLLC (certified public accounting).
 10




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##### Table of Contents



CLASS II  NOMINEES WHOSE TERMS WILL EXPIRE IN 2010
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipDonald E. Copus
    
    
    50
    
    
    Director since 2006. Chief Financial Officer, Magna
Services Group, Ltd. (Hungry Howies Pizza franchisee).Robert E. Farr
    
    
    50
    
    
    President and Chief Executive Officer and Director
since 2006. Former Regional Director-Private
Banking, TCF Bank (2001-2003).Charles
Kaye
    
    
    83
    
    
    Director since 2006. Partner,
Boyes, Wright, Pittman and Co., P.C. (certified public accountants).Scott McCallum
    
    
    47
    
    
    Director since 2006. Principal, Resource Financial
Institutions Group, Inc. (investment management).Daniel P. ODonnell
    
    
    48
    
    
    Director since 2006. Principal/Owner, Professional
Furniture Services (furniture restoration).Henry G. Spellman
    
    
    63
    
    
    Director since 2006. Retired-former Vice
President-International Operations, Chrysler
Financial Corporation.
 
 CLASS III  NOMINEES WHOSE TERMS WILL EXPIRE IN 2008
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipJohn M Farr
    
    
    79
    
    
    Director since 2006. Retired-former President, State Savings Bank
of Fenton.Charles T. Pryde
    
    
    51
    
    
    Director since 2006. Member, Governmental Affairs Staff, Ford Motor
Company.Donald Ruff
    
    
    70
    
    
    Director since 2006. Retired-former Senior Vice President and
Manager of Corporate Operations and Auditing, First Federal of
Michigan.Walter G. Schwartz
    
    
    42
    
    
    Director since 2006. Investment Advisor, Schwartz & Co. (investment
management).Robert Stapleton
    
    
    52
    
    
    Director since 2006. Principal, TOS Advisors (investment management).
 11




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##### Table of Contents



ITEM 2. APPROVAL OF 2006 STOCK INCENTIVE PLAN
 
 Background
    Number of securitiesremaining available forNumber of securitiesto be

    
    Weighted-average

    
    future issuance underissued upon exercise of

    
    exercise price of

    
    equity compensation plansoutstanding options,
    

    outstanding options,

    
    (excluding securities inwarrants and rights

    
    warrants and rights
    
    column (a))Plan category
    
    (a)

    
    (b)

    
    (c)Equity compensation
plans approved by
security holders
    
    None
    
    
    None
    
    
    NoneEquity compensation
plans not approved
by security holders
(1)
    
    184,000
    
    
    $10.00
    
    
    0Total
    
    184,000
    
    
    $10.00
    
    
    0
 
 (1)
    
    Organizers of the company were granted warrants pursuant to the Companys registration
statement dated November 14, 2005. 
 Purpose and Eligibility
  12




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Administration
  
 Amendment and Termination
   
 Incentive Stock Options and Non-Qualified Stock Options
  13




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##### Table of Contents



(i)
    
    if the stock is listed on a national securities exchange, the last reported
sale price of a share of the stock on such exchange or, if no sale occurs on that date,
the average of the reported closing bid and asked prices on that date,(ii)
    
    if the stock is otherwise publicly traded, the last reported sale price of a
share of the stock under the quotation system under which the sale price is reported
or, if no sale occurs on that date, the average of the reported closing bid and asked
prices on that date under the quotation system under which the bid and asked prices are
reported,(iii)
    
    if no such last sales price or average of the reported closing bid and asked
prices are available on that date, the last reported sale price of a share of the
stock, or if no sale takes place, the average of the reported closing bid and asked
prices as so reported for the immediately preceding business day (a) on the national
securities exchange on which the stock is listed or (b) if the stock is otherwise
publicly traded, under the quotation system under which such data are reported, or(iv)
    
    if none of the prices described above is available, the value of a share of the
stock as reasonably determined in good faith by the board in a manner that it believes
to be in accordance with the Code.
   
 Transferability; Dividend and Voting Rights; Withholding
  
 Change in Control
  14




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##### Table of Contents



Non-Compete
  
 Certain Federal Income Tax Consequences
  The discussion of federal income tax consequences set forth below is included for
informational purposes only. The discussion is based on currently existing provisions of the code,
existing or proposed treasury regulations thereunder and current administrative rulings and court
decisions. All of the foregoing are subject to change, and any such change could affect the
continuing validity of this discussion. Each participant in the Plan should consult his or her tax
advisor regarding specific tax consequences including the application and effect of state and local
tax laws.
 Incentive Stock Options.
   15




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##### Table of Contents



Non-Qualified Stock Options.
  
 Performance-Based Compensation  Section 162(m) Requirement
  The Board of Directors recommends a vote FOR approval of the 2006 Stock Incentive Plan.
 
 SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
 Amount andNature of Beneficial

    
    OwnershipName
    
    Ownership

    
    As a Percent of ClassDonald J. Abood (Director)
    
    16,360
    (1)(2)
    
    0.90%William R. Aikens (Director)
    
    34,960
    (1)(3)
    
    1.93%Jane L. Brodsky (Director)
    
    16,360
    (1)(2)
    
    0.90%Harry Cendrowski (Director)
    
    19,360
    (1)(4)
    
    1.07%Donald E. Copus (Director)
    
    17,320
    (1)(2)
    
    0.96%John M. Farr (Director)
    
    15,791
    (1)(6)
    
    0.87%Robert E. Farr (Executive Officer and Director)
    
    17,560
    (1)(7)
    
    0.97%Charles Kaye, Jr. (Director)
    
    16,360
    (1)(2)
    
    0.90%Lance N. Krajacic (Executive Officer and Director)
    
    18,000
    (8)(11)
    
    1.00%Scott B. McCallum (Director)
    
    
    
    
    Richard J. Miller (Executive Officer and Director)
    
    19,360
    (1)(4)(10)
    
    1.07%Daniel P. ODonnell (Director)
    
    16,360
    (1)(2)
    
    0.90%Charles T. Pryde (Director)
    
    16,039
    (1)()
    
    .089%Donald Ruff (Director)
    
    600
    (13)
    
    *Walter G. Schwartz (Director)
    
    16,360
    (1)(2)
    
    0.90%Henry G. Spellman (Director)
    
    19,360
    (1)(4)
    
    1.07%Robert Stapleton (Director)
    
    
    
    
    All directors and executive officers as a group
(17 persons)
    
    260,150
    
    
    13.53%
 
 *
    
    less than one percent 16




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##### Table of Contents



(1)
    
    Includes organizer warrants to acquire 7,360 shares of common stock which are currently
exercisable.(2)
    
    Includes shareholder warrants to acquire 1,500 shares of common stock which are
currently exercisable.(3)
    
    Includes shareholder warrants to acquire 1,600 shares of common stock which are
currently exercisable and 10,000 shares and 2,000 shareholder warrants which are currently
exercisable and are held by Mr. Aikens wife(4)
    
    Includes shareholder warrants to acquire 2,000 shares of common stock which are
currently exercisable.(5)
    
    Includes 7,900 shares and 1,580 shareholder warrants which are currently exercisable
which are held by Mr. Copus wife(6)
    
    Includes shareholder warrants to acquire 1,405 shares of common stock which are
currently exercisable and 1,000 shares and 200 shareholder warrants which are currently
exercisable and are held by a trust which Mr. Farr is trustee.(7)
    
    Includes shareholder warrants to acquire 770 shares of common stock which are currently
exercisable and 2,000 shares and 400 shareholder warrants which are currently exercisable
and are held by Mr. Farrs wife and 1650 shares and 330 shareholder warrants which are
currently exercisable and are held by Mr. Farrs children and 1,000 shares and 200
shareholder warrants which are currently exercisable and are held by a trust which Mr. Farr
is trustee.(8)
    
    Includes shareholder warrants to acquire 1,500 shares of common stock which are
currently exercisable.(9)
    
    Includes shareholder warrants to acquire 980 shares of common stock which are currently
exercisable and 2,333 shares and 466 shareholder warrants which are currently exercisable
and are held by Mr. Prydes wife(10)
    
    Does not include options to purchase 50,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan.(11)
    
    Does not include options to purchase 30,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan.(12)
    
    Does not include options to purchase 25,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan.(13)
    
    Includes shareholder warrants to acquire 100 shares of common stock which are currently
exercisable.(14)
    
    Includes shareholder warrants to acquire 200 shares of common stock which are currently
exercisable. 
 SECURITY OWNERSHIP OF SHAREHOLDERS
HOLDING 5% OR MORE
 NAME AND ADDRESS OF
    
    NUMBER OF
    
    PERCENTBENEFICIAL OWNER
    
    SHARES(1)
    
    OF CLASSResource America, Inc1845 Walnut Street, 10th FloorPhiladelphia, Pennsylvania 19103
    
    178,171
    
    9.9%
 
 (1)
    
    Pursuant to rules promulgated by the Securities and Exchange Commission (SEC) under
the Exchange Act, a person or entity is considered to beneficially own shares of Common Stock
if the person or entity has or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which includes the power to dispose
or direct the disposition of the shares. Unless otherwise indicated, a person has sole voting
power and sole investment power with respect to the indicated shares. 17




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##### Table of Contents



EXECUTIVE COMPENSATION
  SUMMARY COMPENSATION TABLE ($)
 NonqualifiedDeferredName and Principal
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Compensation
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Earnings
    
    Compensation(1)
    
    TotalRobert E. Farr
President and CEO
    
    2006
    
    $135,000
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $135,000Richard J. Miller
EVP and CFO
    
    2006
    
    $125,000
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $125,000Lance N. Krajacic
EVP and Chief
Lending Officer
    
    2006
    
    $125,000
    
    $0
    
    $0
    
    $0
    
    $0
    
    $0
    
    $125,000
 
 (1)
    
    Represents compensation earned and accrued in prior periods but paid in 2006 upon the
opening of the Bank.. Backgrounds of our Other Executive Officers
  Lance N. Krajacic
 
 Employment Agreements
 Robert Farr, Lance Krajacic and Richard Miller
  18




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##### Table of Contents



4 01(k) Plan
  
 Payments upon Termination/Change of Control
   1.
    
    If the termination occurs after the first anniversary date, the executive is
entitled to 6 months base salary.2.
    
    If the termination occurs after the second anniversary date, the executive is
entitled to 12 months base salary.
    19




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##### Table of Contents



Option Grants in 2006
  2006 GRANTS OF PLAN-BASED AWARDS TABLE
 All Other
    
    All OtherStock Awards:
    
    Option Awards:Number of
    
    Number of
    
    Exercise orShares of
    
    Securities
    
    Base Price
    
    Grant DateStock or
    
    Underlying
    
    of Option
    
    Fair Value ofGrant
    
    Units
    
    Options
    
    Awards
    
    Option AwardsName
    
    Date
    
    (#)
    
    (#)
    
    ($ / Sh)
    
    ($)Robert E. Farr
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.Richard J. Miller
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.Lance N. Krajacic
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.
 
 (1)
    
    The Company intends to issue 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller
and Krajacic, respectively, at an exercise price of $10.00 per share, subject to the
approval by the Companys shareholders of the 2006 Stock Incentive Plan. The options will
vest ratably (1/3rd per year) over a three-year period beginning 7/26/2007 (the
one-year anniversary of the Banks opening). The options will expire on 7/26/2017. 20




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##### Table of Contents



2006 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Exercise
    
    Option(#)
    
    (#)
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    DateRobert E. Farr
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.Richard J. Miller
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.Lance N. Krajacic
    
    N.A.
    
    N.A.
    
    N.A.
    
    N.A.
 
 (1)
    
    The Company intends to issue 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller
and Krajacic, respectively, at an exercise price of $10.00 per share, subject to the
approval by the Companys shareholders of the 2006 Stock Incentive Plan. The options will
vest ratably (1/3rd per year) over a three-year period beginning 7/26/2007 (the
one-year anniversary of the Banks opening). The options will expire on 7/26/2017. 
 Transactions with Certain Related Persons
  
    
    In the case of banking transactions, each transaction will be on substantially the
same terms, including price or interest rate and collateral, as those prevailing at the
time for comparable transactions with unrelated parties, and any banking transactions
will not be expected to involve more than the normal risk of collectibility or present
other unfavorable features to us;
    
    In the case of business transactions, each transaction will be on terms no less
favorable than could be obtained from an unrelated third party; and
    
    In the case of all related party transactions, each transaction will be approved by
a majority of the directors, including a majority of the directors who do not have an
interest in the transaction.
  
    
    We engaged Cromwell Communications, a firm owned by former director Michael Cromwell
(resigned 11/2006), to assist us with the preparation of marketing materials for our
offering and other advertising materials for the Bank. The firm also assisted us in
connection with the design of our logo and business cards. We paid Cromwell
Communications approximately $22,778.
    
    We entered into an agreement with Schwartz Financial Group, an entity owned by
organizers Gregory and Walter Schwartz, to provide brokerage and certain other
administrative services in connection with the 401(k) Plan that we offer our employees.
We paid Schwartz Financial Group a one-time set-up fee of $150 and a yearly fee of
$500. Schwartz Financial Group is also expected to receive a commission of 25 basis
points on any brokerage transaction that it executes in connection with the Plan.
These fees would be paid directly by the respective mutual fund companies involved in
the trade and included in the mutual funds annual administrative expenses.
 21




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AUDIT COMMITTEE
 
 Audit Committee Report
 http://www.bankofbirmingham.net
    William R. Aikens
    
    Harry Cendrowski
    
    Charles Kaye, Jr.
    
    Donald Ruff
  
 Audit Fees
  2006
 
 Audit Related Fees
  2006
 
 Tax Fees
 22




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##### Table of Contents



2006
 
 All Other Fees
  2006
  
 COMPLIANCE WITH SECTION 16
   
 SHAREHOLDER PROPOSALS
  23




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##### Table of Contents



Secretary
 24




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##### Table of Contents



x
    
    PLEASE MARK VOTES
AS IN THIS EXAMPLE
    
    REVOCABLE PROXYBIRMINGHAM BLOOMFIELD
BANCSHARES, INC.
    
    For
    
    With-
hold
    
    For All
Except
  PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
April 23, 2007
 The undersigned shareholder of Birmingham Bloomfield Bancshares, Inc. (the
Company), revoking all previous proxies, hereby constitutes and appoints Harry
Cendrowski and Robert Stapleton, and each of them acting individually, as the attorney
and proxy of the undersigned, with full power of substitution, for and in the name and
stead of the undersigned, to attend the Annual Meeting of Shareholders of the Company
(the Annual Meeting) to be held on Monday, April 23, 2007 at 9:30 a.m., local time, at
the Birmingham Community House, 380 South Bates Street, Birmingham, Michigan, and
to vote all shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present at such Annual Meeting, and at any adjournment or
postponement thereof; provided, that said proxies are authorized and directed to vote as
indicated with respect to the following matter:
 Please be sure to sign and date this Proxy in the box below.
    DateShareholder sign above
    
    Co-holder (if any) sign above
 1.
    
    To elect sixteen members of the Board of Directors.
    
    o
    
    o
    
    oClass I - Term Expiring in 2009Donald J. Abood, William R. Aikens, Jane L. Brodsky,
Harry Cendrowski and Richard J. MillerClass II - Term Expiring in 2010Donald E. Copus, Robert E. Farr, Charles Kaye,
Scott McCallum, Daniel P. ODonnell and Henry G. SpellmanClass III - Term Expiring in 2008John M. Farr, Charles T. Pryde, Donald Ruff, Walter G. Schwartz and
Robert StapletonINSTRUCTION: To withhold authority to vote for any individual nominee, mark
For All Except and write that nominees name in the space provided below.For
    
    Against
    
    Abstain2.
    
    To approve the 2006 Stock Incentive Plan.

    
    o
    
    o
    
    o3.
    
    To transact such other business as may properly come before the Meeting.

    
    o
    
    o
    
    o
 This proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DISCRETION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES FOR DIRECTOR.This proxy also delegates
discretionary authority to the proxies to vote with respect to any other business which
may properly come before the meeting or any adjournment or postponement thereof.
     
 é Detach above card, sign, date and mail in postage paid envelope provided. é
 BIRMINGHAM
BLOOMFIELD BANCSHARES, INC.
  NOTE:
PLEASE MARK, DATE AND SIGN THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.