On June 29, 2012, Vestin Realty Mortgage II, Inc., a Maryland corporation (the “Company”), held its 2012 annual meeting of stockholders at Venable LLP, 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. Stockholders were asked to vote with respect to the following two proposals:

1. To elect two directors to serve until the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualify;
2. To consider and vote upon the ratification of the appointment of JLK Partners, LLP as the independent registered public accountants of the Company for the fiscal year ending December 31, 2012;
3. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

There were outstanding, as of the close of business on May 4, 2012 (the record date for the annual meeting), 12,720,782 shares of Common Stock of the Company, each entitled to one vote per share, constituting the only class of shares entitled to vote at the meeting.

There were present at the meeting, either in person or by valid proxy, the holders of 9,274,492 shares of the Company, constituting a quorum.

A majority of the stockholders voted “For” the two proposals. See Table below for the results:

Proposal 1–Election of two (2) directors

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Robert Aalberts	5,343,566	454,255	3,476,671
Michael V. Shustek	5,287,134	510,687	3,476,671

Proposal 2-Appointment of JLK Partners, LLP as independent registered public accountants of the Company

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
8,357,999	445,110	471,383	0

Vestin Realty Mortgage, II

Vestin Realty Mortgage II (NASDAQ: VRTB), previously Vestin Fund II, LLC, commenced operations in June 2001 and currently has assets of approximately $112 million. Our core business is investing in commercial real estate loans.

We invest approximately 97% of our assets in commercial real estate loans and maintain a working capital reserve of approximately 3%.

We currently have investments in commercial real estate loans in five states. The majority of our loans are made to real estate developers.

Our principal investment objectives are to:

• produce revenues from the interest income on our real estate loans;
• provide regular cash dividends from the net income generated by our real estate loans; and
• reinvest, to the extent permissible, payments of principal and net proceeds from sales of foreclosed properties.