Meeting Minutes

Call to Order
    The 96th Annual Meeting of the delegates of MFA Oil Company was held Monday, December 15, 2025, at Holiday Inn Executive Center, Columbia, Missouri. Glen Cope, Chairman of the MFA Oil Company Board of Directors, called the meeting to order at 9:30 a.m.

National Anthem and Invocation
    Chairman Cope introduced Trevon Dawson, a Cole Camp, Missouri, native who performed the Star-Spangled Banner. Following his performance, Cope gave the invocation.

Introductions
    Chairman Cope introduced guests in attendance at the meeting.

Moment of Silence
    Chairman Cope took a moment to remember Doyle Oehl who served on the MFA Oil Company Board of Directors, as well as others who worked for or served MFA Oil who passed away this year.

Message from the Chairman
    Chairman Cope welcomed all attendees to the 96th Annual Delegate Meeting and thanked them for taking time to attend and take part in the governance process. Cope explained that 2025 has been challenging in agriculture, and as farmers have a tough year, so do farm co-ops, reporting that this has been a more challenging year for our bottom line than we’ve seen in recent years. One of the biggest things happening within the cooperative throughout last year has been the ongoing updates to our 189 Petro-Card 24 locations. These upgrades include CRINDs units which replace the old system with something more dependable. Cope reported that since the project began, 92 locations have been completed, with the remaining locations scheduled for upgrade in the coming year. Member-owners and the rural communities served depend on these locations to meet their energy needs and through this major investment, MFA Oil has shown that we are committed to investing in the rural communities of MFA Oil’s geography. Chairman Cope explained that in addition to this investment, the board remains focused on the future of the co-op. Continued review of growth, risk management, and understanding what member-owners need to stay successful guides strategic decisions to position the co-op for long-term success.

Minutes
    Tami Ensor, Corporate Secretary, read the minutes of the 95th Annual Meeting held on Monday, December 9, 2024, at the Holiday Inn Executive Center, Columbia, Missouri. On motion duly made, seconded, and carried, the minutes of the 95th Annual Meeting were approved.

Guest Speaker – Governor Mike Kehoe
    Chairman Cope welcomed Mike Kehoe who currently serves as the 58th Governor of Missouri. Kehoe explained he is a proud MFA Oil customer and appreciates the relationship and advocacy for ag related issues. Keho reviewed accomplishments he has seen through this year and vowed continued support of rural Missouri.

2024 Company Report
    Jeff Raetz, CFO, explained the financial results presented for the cooperative are for the year ended August 31, 2025, and are consolidated, final numbers audited by MFA Oil Company’s audit firm, CliftonLarsonAllen. Raetz noted there are four separate legal entities within MFA Oil Company. MFA Oil Company, the cooperative founded in 1929; MFA Petroleum, a wholly owned for-profit corporation that includes Break Time and Big O Tire operations; APM which is the wholesale division that delivers fuel primarily to smaller convenience store operators in the Midwest; and MFA Oil Captive Insurance, established in 2020, to help control ever-increasing insurance premiums and deductibles.

    Raetz reviewed sales dollars, total gallons sold for gasoline, diesel, and propane, net income before taxes, capital expenditures, working capital, current ratio, equity to assets and net worth. Raetz noted the cooperative continues to be on very solid ground financially thanks to the cooperative’s diversification.

Distribution of Savings
    Chairman Cope explained three ways money can be returned to MFA Oil members. Cash Patronage – cash that rewards current members who have done business with MFA Oil over the past year; Equity Redemption – cash that is paid for past business of our members, always done by retiring the oldest year of equity first. Depending on earnings, equity may be retired from one or more years.; Equity issued in member name which means a portion of the profits are held back for member business to operate. The equity members have in MFA Oil represents their ownership in the co-op.

    Chairman Cope expounded on MFA Oil Member Equities by presenting a chart to show what an average year of equity looks like between 2012 and 2024 and why 2013 presents a major challenge and although the goal of the board is to be in a 10-to-12-year timeframe on back equity, it may take multiple years to pay out the equity from that year. Cope explained that MFA Oil Company was once a minority owner of a refinery in McPherson, Kansas, and we were bought out by the majority owner. MFA Oil Company received a large influx of cash which helped pay off long-term debt, update MFA Oil’s truck fleet, grow the business, catch up on over a decade of old equity and more. In 2013, the board and senior management issued $11 million in equity. Overall, 2013 equity will not be able to be redeemed all at once, but this will be managed and Cope felt it important to make members aware of this situation as it will put the board behind their goal to be in that 10-1to-12-year range for back equity.

    Based on the member earnings that are eligible for patronage and equity redemption, the board approved the following cash and equity distributions for the fiscal year 2025: Retire remaining 2012 qualified member equities of $3.4 million and issuance of $3.5 million of non-qualified patronage in the form of equity for the 2025 fiscal year. Chairman Cope explained that non-qualified patronage equity is issued in member name, but the member pays no tax until the cash is received. The board of directors chose this path to preserve cash and help fund the continuation of the Petro-Card 24 upgrades.

Management Report
    Jon Ihler, President & CEO, expressed his appreciation for member attendance, explaining as owners of this cooperative, member presence speaks volumes about the strength and of shared values and the commitment we all have to the future of MFA Oil and MFA Petroleum Company. Although MFA Oil saw a productive, busy and customer-focused year, it was not necessarily a profitable one based on the income we generated from direct operations. Ihler explained that in many ways, the story of MFA Oil in 2025 mirrors the story of the American farmer as numbers and income didn’t always reflect the effort put forth. Ihler stated that through this, MFA Oil and MFA Petroleum focused on what could be controlled; delivering excellent service, investing in our people, staying close to our customers, and improving the consistency of our internal business systems. Strategic moves were made to strengthen logistic capabilities, enhance the retail footprint, and support the communities we have business in. Safety, reliability, and responsiveness were prioritized, and all was done while navigating a very uncertain market and rising operational costs but still resulting in a productive year. A foundational year for efficiency and capability that sets the stage for accelerated advancement.

    Ihler highlighted Jeff Raetz as a valued member of the MFA Oil team, first in 1991 and again in 2019, for his invaluable financial guidance and dedication to streamlining MFA Oil’s accounting. Ihler noted that Raetz provided a deep understanding of financial principles and a relentless drive for cooperative excellence and wished him well in retirement.

    Ihler provided an overview of each division and started by adding that thanks to the dedication and hard work of our employees, MFA Oil has made incredible strides in undertaking the largest capital improvement project in the history of the BPLP division; transforming the Petro-Card 24 network to provide a faster, smarter, and more seamless refueling experience for members across more than 180 unattended fueling locations. And, while MFA Oil remains firmly committed to serving its farmer-owners, non-member subsidiaries play a vital role in strengthening the organization by generating revenue that’s reinvested in the co-op. Big O Tires has been a part of the company since 1998 and Break Time has been a steady contributor since 1985, both of which had a good year. BluSphere Energy, MFA Oil’s solar division, started in 2021, faced unforeseen difficulties in 2025. Ihler explained that the solar sentiment has changed in Washington, D.C., and with the discontinuation of the USDA’s REAP program, which supported these solar projects, it has been decided to dissolve this business in the coming year but stand behind our warranty that guarantees work we performed thus far. APM, MFA Oil’s wholesale fuels division, remains a thriving force continuing to lead the industry by supplying independent convenience store operators across the Midwest with excellence. While not directly serving the membership, APM generates income and volume that contributes greatly to the overall success of the cooperative. Through the MFA Oil Foundation, MFA Oil Company provides vital support in the form of Community Betterment Grants and Community Development Grants to local schools, emergency services, food pantries, youth organizations and more. The cooperative gives back to support rural America in towns across our geography.

    Ihler shared that MFA Oil has always been grounded in relationships and service and recognizes that we must evolve to meet the demands ahead. The development of My MFA Oil, a new online customer portal, will bring a level of convenience to MFA Oil members and customers who wish to manage their accounts anytime, anywhere, strengthening MFA Oil’s connection with members and customers, making it easier to do business with the cooperative.

    Ihler closed by thanking everyone for their trust, partnership, business, and belief in MFA Oil Company. Through progress, purpose, commitment and character, Ihler believes those are the signs of a cooperative that is ready for what comes next.

Guest Speaker – Ben Brown
    Chairman Cope introduced Ben Brown, Agricultural Extension Economist with the University of Missouri’s Extension Agricultural Business and Policy team. Brown presented topics on the 2026 energy market outlook, crop market outlook, corn outlook, soybean outlook, cattle outlook, reviewed farm policy changes, and encouraged focusing on “the items you can control and prioritize flexibility”.

Introduction of Directors
    Chairman Cope introduced the eight members who served as directors on the MFA Oil Company board during the 2025 fiscal year:

Credentials Committee Report
    Dean Snyder, director from District 1, Northwest, and Chairman of the Credentials Committee, provided the credentials report, with a total of 315 delegates in attendance. District totals are referenced as Exhibit A attached to these minutes.

Adjournment
    Chairman Cope noted that MFA Oil is in a good place right now and the appetite for growth is strong. Management continues to look for new ways to work more efficiently while maintaining excellent service for our members. Cope added that MFA Oil is rapidly approaching 100 years of serving its members and even though much has changed over that time, the standards that guide the cooperative have not. Continued focus is on maintaining a strong balance sheet coupled with effective growth, all while taking care of the farmer members who are at the forefront of all that MFA Ol Company does. Cope closed by stating these principles define us and have proven to be an effective strategy for building the legacy that is MFA Oil.

    There being no further business on motion made, seconded and carried, the 96th Annual Meeting of MFA Oil Company was adjourned.

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Tami Ensor
Corporate Secretary