REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Board of Directors
MVB Financial Corp.
Fairmont, West Virginia
We have audited the
accompanying consolidated balance sheets of MVB Financial Corp. and subsidiaries (the “Company”) as of December 31,
2011 and 2010, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the
years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
MVB Financial Corp. and subsidiaries as of December 31, 2011 and 2010, and the consolidated results of their operations and
their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
Wheeling, West Virginia
March 7, 2011
S.R. Snodgrass, A.C. • 980 National Road
• Wheeling, West Virginia 26003-6400 • Phone: (304) 233-5030 • Facsimile: (304) 233-3062