Meeting Minutes

Call to Order
    The 95th Annual Meeting of the delegates of MFA Oil Company was held Monday, December 9, 2024, 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 Caitie Slaughter, MFA Oil Plant Manager, Otterville, Missouri, who performed the Star-Spangled Banner. Following her performance, Cope gave the invocation.

Introductions
Chairman Cope introduced guests in attendance at the meeting.

Message from the Chairman
    Chairman Cope welcomed all attendees to the 95th Annual Delegate Meeting and thanked them for their participation in the company’s governance. Cope reviewed some of the challenges 2024 presented, but noted that like the resilience of its members, their cooperative enjoyed strong earnings in FY2024. Member and non-member sectors performed well. MFA Oil Company took advantage of opportunities to make acquisitions that expanded fuel and propane business and expanded business in our Break Time C-stores as well as the Big O Tires division that bring value to members with additional revenue. Cope noted that effective growth and risk management are top of mind as they focus on meeting the needs of current and future member-owners.

Minutes
    Tami Ensor, Corporate Secretary, read the minutes of the 94th Annual Meeting held on Monday, December 11, 2023, at the Holiday Inn Executive Center, Columbia, Missouri. On motion duly made, seconded, and carried, the minutes of the 94th Annual Meeting were approved.

2024 Company Report
    Jeff Raetz, CFO, explained that there are four separate legal entities within MFA Oil Company. These include 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.

Patronage and Equity Announcement
    Chairman Cope noted that at the end of each fiscal year, after the accounting team confirms earnings, the board of directors and senior management review plans to distribute earnings back to the members of MFA Oil Company. This is done in three ways including cash patronage, the reward of our current members for doing business with the cooperative; equity redemption which pays the membership for past business by redeeming equity. This is done by retiring the oldest year of equity first. The third and final way earnings are distributed is through equity issuance. This means a portion of the profits are retained from member business to fund operations, support growth, and invest in equipment upgrades. The equity is then redeemed later. Chairman Cope explained the Delegations’ Board approved the following cash and equity distributions for the fiscal year 2024, based on the member earnings that are eligible for patronage and equity redemption:

Management Report
    Jon Ihler, President & CEO, expressed his deep appreciation for everyone’s attendance explaining that as delegates of the cooperative, participation in the governance of MFA Oil is essential. MFA Oil Company reflects on 95 years of strength, guided by the principle of service to its member-owners, and remains steadfast in that dedication. Ihler noted that MFA Oil Company’s dedication to helping others is demonstrated daily by the hundreds of dependable employees who ensure members receive the quality products needed to keep their farms and ranches running smoothly. Ihler stated that while professionalism starts with dedicated employees, investing in the infrastructure that supports employee performance is equally important. MFA Oil’s multi-year commitment to upgrade more than 180 Petro-Card 24 fueling locations makes this project the largest capital improvement project in the history of the traditional BPLP division. New CRIND pumps will modernize MFA Oil’s infrastructure, ensure reliability and convenience for members and customers. Ihler also explained that MFA Oil benefits through acquisitional growth and provided information on acquisitions that took place in fiscal year 2024. Additionally, Ihler noted that non-member business through Break Time, Big O Tires, BluSphere Energy, and APM are flourishing. And while MFA Oil’s core business will always revolve around serving the farmer-owners, these non-member subsidiaries generate valuable revenue that is reinvested throughout the organization. While the business footprint has expanded, MFA Oil now has a presence in more communities than ever before. The MFA Oil Foundation proudly celebrated its 25th anniversary, and MFA Oil is deeply committed to giving back to the communities in which we serve, awarding over $4 million in grants to local non-profit organizations across our entire trade territory since its inception. Ihler explained that in September, a Member Relations Manager position was created to enhance membership experience. This position will gather member feedback and ensure communications keep members informed with timely news, strengthening connections with members and creating more opportunities for engagement and collaboration. Ihler closed by thanking MFA Oil Company’s owner-members for making time to attend not only MFA Oil Company’s Annual Meeting, but also district and local annual meetings, sharing thoughts, staying connected and engaging in the governance of the cooperative. Ihler added that the board of directors and management are positioning MFA Oil for sustained growth and remaining consistent with the goal to be members’ enduring energy provider well into the future. Ihler stated that by working together, these challenges can be met head-on, and MFA Oil Company can continue to be the resilient co-op it is today.

Guest Speaker – Tyne Morgan
    Chairman Cope welcomed Tyne Morgan who currently serves as the Host and Executive Producer of U.S. Farm Report. Morgan reported on U.S. farm income projections, reviewed 2024 farm income losses, outlooks for major U.S. crops in 2025, recession and consolidation concerns, challenges for 2025, trade concerns and other topics impacting agriculture.

Introduction of Directors
    Chairman Cope introduced the eight members who served as directors on the MFA Oil Company board during the 2024 fiscal year:

Credentials Committee Report
    Rady Pace, director from District 8, Mid-South, and Chairman of the Credentials Committee, provided the credentials report, with a total of 313 delegates in attendance. District totals are referenced as Exhibit A attached to these minutes.

Adjournment
    Chairman Cope noted that agriculture is an energy-intensive industry and although there are major changes going on in our country and throughout the world, it is good to know that our cooperative, MFA Oil Company, uses our leverage to secure a reliable supply of fuel, giving customers peace of mind to continue to farm for another year. Cope explained that MFA Oil has done this since 1929 and with the support of the member-owners, it will continue to do so for many years to come. There being no further business on motion made, seconded and carried, the 95th Annual Meeting of MFA Oil Company was adjourned.

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Tami Ensor
Corporate Secretary