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A CENTURY OF SUPPORT FOR RURAL COMMUNITIES AND AGRICULTURE www.farmcredit100.com www.farmcreditmandan.com ANNUAL MEETING June 8, 2016: Mandan June 9, 2016: Dickinson See inside for meeng details and reply card Please RSVP by June 2nd

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Page 1: ANNUAL MEETING - Farm Credit Services of Mandan2 Annual Meeting Farm Credit Ser vices Welcome to Stockholders, Customers, and Guests of Farm Credit Services of Mandan The Board of

A CENTURY OF SUPPORT FOR RURAL COMMUNITIES AND AGRICULTURE

www.farmcredit100.comwww.farmcreditmandan.com

ANNUAL MEETING June 8, 2016: Mandan

June 9, 2016: Dickinson

See inside for meeting details and reply card

Please RSVP by June 2nd

Page 2: ANNUAL MEETING - Farm Credit Services of Mandan2 Annual Meeting Farm Credit Ser vices Welcome to Stockholders, Customers, and Guests of Farm Credit Services of Mandan The Board of

Annual Meeting Farm Credit Services 2

Welcome to Stockholders, Customers, and Guests of Farm Credit Services of Mandan

The Board of Directors, management, and staff invite you to our 2016 Annual Meeting and Appreciation Dinner. Sectional meetings will take place on Wednesday, June 8, at the Baymont Inn & Suites Hotel, in Mandan, and on Thursday, June 9, at the Grand Dakota Lodge, Dickinson.

This Annual Meeting Information Statement outlines the director and nominating committee elections, along with voting information, candidate biographical information, as well as additional information regarding meeting details. The information presented herein has been reviewed for compliance with all applicable statutory or regulatory requirements and has been determined to be accurate, true, and complete to the best of our knowledge and belief.

Included in this packet is a graphic summary of our 2015 financial reports. The 2015 Annual Report was mailed to all stockholders and customers in March 2016. Farm Credit Services of Mandan has achieved excellent financial results for the benefit of all stockholders. We fully recognize this financial strength is due to the continuing support from stockholders, customers, and our employees. Your ongoing support is appreciated as we remain a dependable credit and financial services provider to the producers we serve.

We hope you can join us for this annual meeting and appreciation dinner. Please note the start time of the business meeting at 5:30 p.m. local time which will include brief reports on the status of the Association as well as the board and nominating committee elections. Following the buffet dinner, entertainment will be provided by Tigirlily, a pop/country duo.

Again this year, there will be two grand prize drawings held at each sectional meeting for a $10,000 one-year interest-free loan. The first drawing will be specifically for an existing voting stockholder whose age is 35 or younger at the time of the drawing. The second drawing will be for all registered voting stockholders. Come early, register for door prizes, and enjoy refreshments while visiting with staff, directors, and candidates.

To help us prepare for the meeting and dinner, please fill out and return the enclosed postage paid reply card by June 2. We appreciate your help in getting us an accurate dinner count to control our meal costs.

Thank you, we look forward to seeing you at the meetings!

Cary Moch Aaron Vetter Sandy NagelChairman of the Board President/CEO VP – Corporate Finance

May 18, 2016

®

Farm Credit Servicesof Mandan

1600 Old Red TrailP.O. Box 5001

Mandan, ND 58554-5501701-663-6487 1-800-660-6487

Fax: 701-663-4278www.farmcreditmandan.com

OFFICIAL ANNUAL MEETING NOTICE

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Farm Credit Services Annual Meeting 3

Farm Credit Services of Mandan Annual Dinner Meeting and Elections

Wednesday, June 8 Baymont Inn (Formerly Seven Seas)

Mandan (all times CDT)

Thursday, June 9 Grand Dakota Lodge

Dickinson (all times MDT)

P R O G R A M

4:30 - 6:45 p.m. Member Registration Baymont Inn – Lobby Grand Dakota – Lobby

4:30 p.m. Candidate/Director/Member Gathering Baymont Inn – Lightning Grand Dakota – Mezzanine

5:30 p.m. Welcome and Business Meeting Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:00 p.m. Buffet Dinner Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:45 p.m. Director Elections and Adjournment Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

7:15 p.m. Tigirlily, a pop/country duo “Victory” Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

8:00 p.m. Customer Social and Door Prizes Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

REGISTER FOR THE GRAND DOOR PRIZE… TWO $10,000 interest-free loans until June 1, 2017 at each meeting

One drawing for all registered voting stockholders AND one for a registered voting stockholder, whose age is 35 or younger.

You must be present to win.

Farm Credit Services of Mandan Annual Dinner Meeting and Director ElectionsFarm Credit Services of Mandan

Annual Dinner Meeting and Elections

Wednesday, June 8 Baymont Inn (Formerly Seven Seas)

Mandan (all times CDT)

Thursday, June 9 Grand Dakota Lodge

Dickinson (all times MDT)

P R O G R A M

4:30 - 6:45 p.m. Member Registration Baymont Inn – Lobby Grand Dakota – Lobby

4:30 p.m. Candidate/Director/Member Gathering Baymont Inn – Lightning Grand Dakota – Mezzanine

5:30 p.m. Welcome and Business Meeting Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:00 p.m. Buffet Dinner Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:45 p.m. Director Elections and Adjournment Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

7:15 p.m. Tigirlily, a pop/country duo “Victory” Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

8:00 p.m. Customer Social and Door Prizes Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

REGISTER FOR THE GRAND DOOR PRIZE… TWO $10,000 interest-free loans until June 1, 2017 at each meeting

One drawing for all registered voting stockholders AND one for a registered voting stockholder, whose age is 35 or younger.

You must be present to win.

Farm Credit Services of Mandan Annual Dinner Meeting and Elections

Wednesday, June 8 Baymont Inn (Formerly Seven Seas)

Mandan (all times CDT)

Thursday, June 9 Grand Dakota Lodge

Dickinson (all times MDT)

P R O G R A M

4:30 - 6:45 p.m. Member Registration Baymont Inn – Lobby Grand Dakota – Lobby

4:30 p.m. Candidate/Director/Member Gathering Baymont Inn – Lightning Grand Dakota – Mezzanine

5:30 p.m. Welcome and Business Meeting Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:00 p.m. Buffet Dinner Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

6:45 p.m. Director Elections and Adjournment Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

7:15 p.m. Tigirlily, a pop/country duo “Victory” Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

8:00 p.m. Customer Social and Door Prizes Baymont Inn – The Pier Grand Dakota – Theodore Roosevelt Hall

REGISTER FOR THE GRAND DOOR PRIZE… TWO $10,000 interest-free loans until June 1, 2017 at each meeting

One drawing for all registered voting stockholders AND one for a registered voting stockholder, whose age is 35 or younger.

You must be present to win.

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Annual Meeting Farm Credit Services 4

MICHAEL SCHAAFGlen Ullin, Age 53Served since 2011Term ends 2016

(grain/livestock producer)

Evening Entertainment – Tigirlily

North Dakota sisters, Kendra (20) and Krista (17), combine distinctive talents to comprise the genre-bending duo, Tigirlily. In an astonishingly short time, the siblings have progressed from sharing in church to sharing the stage with national acts, and have been rapidly growing an international fan base via YouTube with over 3.5 million upload views. Diversely influenced and hard to box in, the pair has crafted a remarkable sound, appealing to pop, folk and country audiences alike with over 145,000 fans on their social sites. The duo has opened for musical talents such as Big and Rich, Thompson Square, Love and Theft, and many more, to now headlining their own high energy, interactive concerts with their band. Tigirlily debuted their first original album in

February 2013 and put out a 2nd and 3rd recording in 2014. Their latest record “Victory” charted at #33 in the TOP COUNTRY ALBUMS on iTunes and #4 on the BILLBOARD HEATSEEKERS chart.

Kendra and Krista love being able to give back to the community by performing for fundraising and benefit concerts. The girls were recently awarded American Patriot plaques for their support of our soldiers and veterans. Tigirlily was voted best original country band, song, video, and breakout artist at the 2016 North Dakota Music Awards.

MEASURE the GAPS

Crop HAIL Insurance Can Fill That Gap

Multi-Peril Crop Insurance is protection for crop yield losses below the guarantee per unit. The portion hail destroys may be less than the deductible of your MPCI policy. Crop-Hail insurance can fill that gap and give acre-by-acre protection that can equal the crops’ cash value. Farm Credit Services specialists can customize a policy to cover the gaps in your multi-peril or enterprise unit coverage. Call Farm Credit for a crop hail insurance premium quote today.

Protect Against

Declining Market Prices

Livestock Risk Protection

Protect feeder cattle, fed cattle, swine and lambs Select from a variety of coverage levels Choose period of insurance to match market weight Purchase year-round through a Farm Credit agent Premiums are federally subsidized Premium rates, coverage prices and actual ending

values are posted daily at: www3.rma.usda.gov/apps/livestock_reports/ LRP is designed to insure against declining market prices. It takes the pressure off marketing without margin calls. Get the protection you need in a simple transaction and avoid complicated or risky marketing decisions.

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Farm Credit Services Annual Meeting 5

Farm Credit Services of MandanBoard of DirectorsFARM CREDIT SERVICES OF MANDAN

BOARD OF DIRECTORS

CARY MOCHChairman

Braddock, Age 53Served since 2008Term ends 2015

(grain/livestock producer)

KENT ALBERSVice ChairmanCenter, Age 66

Served since 1997Term ends 2017

(grain/livestock producer)

AARON VETTERChief Executive Officer

[email protected]

DOUGLAS DUKARTManning, Age 59Served since 2013Term ends 2017

(grain/livestock producer)

BECKY HANSENBowman, Age 52Served since 2009Term ends 2016(grain producer)

ALLEN ROSHAUDickinson, Age 50Served since 2014Term ends in 2018

(livestock/hay producer)

MICHAEL SCHAAFGlen Ullin, Age 52Served since 2011Term ends 2016

(grain/livestock producer)

JAMES VANDER VORSTHague, Age 63

Served since 2004Term ends 2018

(grain/livestock producer)

ROBERT MAEYAERTDickinson, Age 65Appointed 2009Term ends 2017

FRED STERNBeulah, Age 63Appointed 2011Term ends 2019

FARM CREDIT SERVICES OF MANDANBOARD OF DIRECTORS

CARY MOCHChairman

Braddock, Age 53Served since 2008Term ends 2015

(grain/livestock producer)

KENT ALBERSVice ChairmanCenter, Age 66

Served since 1997Term ends 2017

(grain/livestock producer)

AARON VETTERChief Executive Officer

[email protected]

DOUGLAS DUKARTManning, Age 59Served since 2013Term ends 2017

(grain/livestock producer)

BECKY HANSENBowman, Age 52Served since 2009Term ends 2016(grain producer)

ALLEN ROSHAUDickinson, Age 50Served since 2014Term ends in 2018

(livestock/hay producer)

MICHAEL SCHAAFGlen Ullin, Age 52Served since 2011Term ends 2016

(grain/livestock producer)

JAMES VANDER VORSTHague, Age 63

Served since 2004Term ends 2018

(grain/livestock producer)

ROBERT MAEYAERTDickinson, Age 65Appointed 2009Term ends 2017

FRED STERNBeulah, Age 63Appointed 2011Term ends 2019

CARY MOCHChairman

Braddock, Age 53Served since 2008Term ends 2019

(grain/livestock producer)

JAMES VANDER VORSTHague, Age 64

Served since 2004Term ends 2018

(grain/livestock producer)

DOUGLAS DUKARTManning, Age 60Served since 2013Term ends 2017

(grain/livestock producer)

KENT ALBERSVice ChairmanCenter, Age 67

Served since 1997Term ends 2017

(grain/livestock producer)

ROBERT MAEYAERTDickinson, Age 66Appointed 2009Term ends 2017

BECKY HANSENBowman, Age 53Served since 2009Term ends 2016(grain producer)

CLAIR HAUGECarson, Age 38

Served since 2015Term ends 2019

(grain/livestock producer)

AARON VETTERChief Executive Officer

[email protected]

FRED STERNBeulah, Age 64Appointed 2011Term ends 2019

ALLEN ROSHAUDickinson, Age 51Served since 2014Term ends in 2018

(livestock/hay producer)

MICHAEL SCHAAFGlen Ullin, Age 53Served since 2011Term ends 2016

(grain/livestock producer)

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Annual Meeting Farm Credit Services 6

Voting InformationFarm Credit Services of Mandan Annual Meeting

To Be ElectedThree member-borrowers have been nominated to fill one Region B position and one Region D position for directors. The names and backgrounds of the nominees are listed herein. Four nominating committee positions are open and eight member-borrowers have been nominated to fill those. In addition, four nominating committee members have been nominated for a successive one-year term. All voting stockholders are allowed to vote for each position up for election.

Farm Credit Services of Mandan, ACA has loans outstanding to the FCS director candidates named in this meeting notice and, in some cases, to their immediate family members. In all cases, these loans were a) made in the ordinary course of business and were made on the same terms, including interest rate, amortization schedule, and collateral, as those prevailing at the time for comparable transactions with other persons, and b) did not involve more than the normal risk of collectibility. In accordance with federal regulations, candidates’ ages and other disclosures, when required, are summarized herein.

Floor NominationsNominations from the floor will be accepted only at the first sectional meeting in Mandan. Nominations from the floor for the two open regional director positions is restricted by the bylaws to be from the specific geographic region to be filled and must have the majority of their farming operation in that region. Nominations from the floor for the open nominating committee positions in this year’s election have no geographic restrictions, since each region has at least one nominating committee member as required by the bylaws. The nominators need only be a voting stockholder and no more than a second by a voting stockholder as required. The floor nominee would be asked if they accept the nomination.

To be considered, floor nominees for director positions must be eligible candidates and must provide, in writing, all disclosures currently required by federal regulations. Written disclosures are encouraged, while not required, to be completed prior to the scheduled annual meetings. A list of required disclosures can be obtained by contacting the Chief Executive Officer at the Mandan corporate office. No written disclosures are required for nominating committee nominees.

VotingStockholders holding voting rights via their class B stock are entitled to vote at the annual meeting on matters regarding the association as provided by the bylaws. There were 2,611 stockholders with voting rights as of May 1, 2016. Voting shareholders on record as of June 8 will be entitled to vote on matters scheduled for the annual meeting. It is important to note that the director candidates and all nominating committee nominees are designated by geographic region but are voted on at-large by all voting stockholders of the association. In case of a tie vote between nominees, the tie will be broken by a flip of the coin witnessed by members of the tellers committee. The nominating committee candidate for each region receiving the most votes will be declared elected, with the candidate receiving the second highest number of votes being declared the alternate.

Director TermsThe Farm Credit Services of Mandan board consists of eight stockholder-elected directors and two outside appointed directors. Four stockholder-elected directors are nominated on a regional basis with geographical requirements; additionally, four stockholder-elected directors are nominated on an at-large basis with geographical consideration but no requirements. All directors are voted on by all stockholders in attendance at the sectional annual meetings. All directors serve a four year director term.

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Farm Credit Services Annual Meeting 7

Outside directors are appointed by the elected directors to bring an additional business perspective to the Farm Credit board. Farm Credit regulations require at least two outside directors if the entity is over $500 million in assets at year end. The board has appointed Robert Maeyaert, Dickinson, ND and Fred Stern, Beulah, ND as outside directors. Maeyaert was appointed to a four year term ending in 2017 and Stern was reappointed to a four-year term ending in 2019.

Other InformationThe financial statements of Farm Credit Services of Mandan, ACA are referenced in the 2015 Annual Report mailed to stockholders March 16, 2016. The 2016 First Quarter Report is available to stockholders on request. Both reports are available on the website at www.farmcreditmandan.com. Financial statements of AgriBank, FCB are referenced in the AgriBank, FCB 2015 Annual Report that is available to stockholders on request.

In accordance with federal regulations, it is reported all directors attended greater than 75 percent of board meetings, audit, and compensation committee meetings during 2015. Board of director ages, terms, and any other required disclosures for directors are summarized herein.

Washburn

Region A B C D

#’s 684 662 577 400

GEOGRAPHIC REGIONS FOR ELECTIONS(Number of voting members as of May 1, 2016 listed by region)

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Annual Meeting Farm Credit Services 8

DIRECTOR CANDIDATES

REGION B: Michael Schaaf - (Incumbent), Glen Ullin, ND, is 53 years old. Michael is a self-employed farmer and rancher. He is a graduate of Glen Ullin High School. He owns 1,830 acres and rents an additional 2,500 acres raising small grains, specialty crops, and hay for cattle. He has been farming for thirty-five years and has had a business relationship with Farm Credit Services the entire time, taking his first loan while still a high school student. He currently has a 100-herd cow operation. He does custom seeding, harvesting, and haying. In addition, he generally sells hay every year. Mr. Schaaf is a member of the Elks Club, a member of the Western Morton County Marketing Club, and a former Knights of Columbus member. He and his wife, Valerie, are the parents of 5 children, 4 girls and 1 boy. Family and farming are the high priorities in his life.

According to Farm Credit regulations, Mr. Schaaf has disclosed his spouse has transacted business with the association in the past year.

Note: The Nominating Committee, after diligent effort consistent with association bylaws, was unable to find more than one nominee for this position.

REGION D:Becky Hansen - (Incumbent) Bowman, ND, is 53 years old. Since 2012 Becky has served as the Chief Executive Officer for Southwest Healthcare Services. Prior to that time she served as the Chief Financial Officer for 23 years. She has a Bachelor of Science Degree in Business Administration/Accounting. Her husband, Scott, owns and operates with their sons, 2,480 acres on which they raise small grains and sheep. She is currently a board member for Recovery Resources, LLC (Northland Healthcare Alliance); a director for HSI, Inc. (Healthcare Service Support); and the Region 3 director and board member for ND Long Term Care Association. She has been project leader for a federal information technology network grant from Health Resources and Services Administration (HRSA.) She also serves as the church clerk and pianist for her church.

According to Farm Credit regulations, Ms. Hansen has disclosed that her spouse has transacted business with the association in the past year.

Carson Kouba - Regent, ND, is 50 years old. Carson has been farming since 1997. He raises durum, spring wheat, canola, sunflowers, and corn on 4,400 acres. He is also owner/operator of Carson’s Repair. He and his wife Kelly, are the parents of two children.

Carson is currently the Hettinger County Farm Bureau President, director for the North Dakota Crop Improvement and Seed Association, Township Supervisor for Black Butte Township, member of the Hettinger County Planning and Zoning Board and belongs to Saint Henry’s Parish Council. In the past Carson’s community involvements included being a State Director for the North Dakota Farm Bureau, District Deputy for the North Dakota Knights of Columbus, along with the State Pro-Life Chairman for the ND Knights of Columbus.

According to Farm Credit regulations, Mr. Kouba has disclosed his spouse has transacted business with the association in the past year.

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Farm Credit Services Annual Meeting 9

The nominating committee members are elected by a vote of the stockholders at the annual meeting. The nominating committee responsibilities include meeting approximately three months prior to the annual meeting to select director and nominating committee candidates for the next year who are willing to serve, if elected. Those nominated for election at this annual meeting are:

REGION A: Leonard Gerhardt - Flasher, ND, is 65 years old. Leonard’s primary occupation is farming/ranching. He owns 3,000 acres and rents an additional 2,500 acres on which he raises oats, corn, spring wheat, barley, along with operating a cow/calf operation.

Jim Hopfauf - Flasher, ND, is 49 years old. Jim is a rancher/farmer who owns 1,200 acres on

which he raises alfalfa, corn, oats, peas, canola, and barley. He also runs a 220 cow/calf pair operation along with 150 yearlings.

REGION B: Sara Meier - Carson, ND, is 44 years old. Sara is currently an insurance agent and has worked as a property tax specialist and for the North Dakota Tax Commissioners Office. She owns 1,280 acres and raises small grains, corn, sunflowers and runs a cattle operation.

Robert Schmidt - Center, ND, is 47 years old. Robert owns 1,500 acres and rents another 6,000 on which he runs a cow/calf and heifer development operation.

REGION C: Jodi Schriefer, Golden Valley, ND, is 48 years old. Jodi is a partner in Schriefer Red Angus where

they raise registered and commercial cattle and run a backgrounding feedlot. They also raise spring wheat, winter wheat, soybeans, corn, canola, oats, malting barley, flax, cover crops, and hay land. She does most of the planting and harvesting for the ranch. Jodi is an EMT-B with the Mercer County Ambulance along with being the first woman to be elected and serve as a director of the ND Red Angus Association from 2012 to the present.

Douglas Swenson - Halliday, ND, is 38 years old. Doug is a 4th generation farmer/rancher in partnership with his wife and parents. He is a cattle and hay farmer also operating a cow/calf and backgrounding operation. He raises alfalfa, mixed grasses, and oats.

REGION D: Joshua D. Greff - Regent, ND, 32 years old. Joshua is a Journeyman Plumber and farmer operating on 5,300 acres with his wife, Bridget. He has a cattle operation and raises flax, canola, wheat, peas, safflower, corn, sunflowers, and barley.

Randy Gaebe - Bowman, ND, is 48 years old. Randy is currently the Bowman County Weed

Control Officer. He owns 700 acres and runs a beef cow/calf and backgrounding operation.

The following nominating committee members served in 2015 and have been nominated for a successive one-year term: Dallas Bakken, Napoleon, ND; Pamela Hoff, Flasher, ND; Derrick Dukart, Manning, ND; and Jeremy Huether, Mott, ND.

NOMINATING COMMITTEE CANDIDATES

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Annual Meeting Farm Credit Services 10

CONDENSED MINUTES – 2015 ANNUAL STOCKHOLDERS’ MEETINGFarm Credit Services of Mandan, ACA

June 10, 2015 – Dickinson & June 11, 2015 – Mandan

NOMINATIONS The nominating committee consists of Derrick Dukart, Manning (Chairman); Pamela A. Hoff, Flasher (Recording Secretary); Dallas Bakken, Napoleon; Leonard Gerhardt, Flasher; Arthur Bonogofsky, Flasher; Joshua D. Greff, Regent; Jodi Schriefer, Golden Valley; and Jeremy Huether, Mott. The nominating committee met on February 16, 2016, for an instructional meeting. The committee met on March 16 and April 13, 2016 to ratify director and nominating committee candidates for the open positions. Information including the business experience and principal occupation regarding individuals who have been nominated is included in this booklet. Nominations from the floor will be accepted before elections only if the nominees have completed, in writing, all disclosures required by federal regulations. For more information refer to Voting Information.

CONDENSED MINUTES – 2015 ANNUAL STOCKHOLDERS’ MEETING Farm Credit Services of Mandan, ACA

June 10, 2015 – Dickinson & June 11, 2015– Mandan

The Annual Stockholders’ Meeting of Farm Credit Services of Mandan, ACA, held in two sectional meetings, was called to order by Chairman Cary Moch at 5:30 p.m. (MDT) June 10, 2015 at Grand Dakota Lodge, Dickinson and was reconvened at 5:30 p.m. (CDT) June 11, 2015 at the Baymont Inn and Suites, Mandan. Chairman Moch delivered the Directors’ report. Aaron Vetter presented the President’s report and summary reports were made by Rod Bachmeier, Vice President-Customer Operations, and Dan Beyer, Vice President-Financial Services, highlighting the financial and marketing activities of the past year. Minutes of the June 2014 Annual Stockholders’ Meeting were approved as presented. Director Doug Dukart presided over the election process in both locations. Chief Executive Officer, Aaron Vetter, presented the Nominating Committee report in both locations. Names placed into nomination for director were as follows: Region A: Cary Moch, Braddock and Justin Olson, Tappen; At-Large 2: Kory Banning, Flasher and Clair Hauge, Carson. In accordance with due process of balloting for sectional stockholders’ meetings, Cary Moch was re-elected in Region A, and Clair Hauge was elected in At-Large 2. Elections for members to next year’s Nominating Committee were conducted. After due balloting, Dallas Bakken, Napoleon was elected in Region A; with Jerry Miller, Streeter alternate; Pamela Hoff, Flasher, was elected in Region B with Richard Bohl, Flasher, alternate; Derrick Dukart, Manning, was elected in Region C with Douglas Swenson, Halliday, alternate; and Jeremy Huether, Mott, was elected in Region D, with Myron Schweitzer, Mott, alternate. There being no further business, the meeting was adjourned.

NOMINATIONS The nominating committee consists of Derrick Dukart, Manning (Chairman); Pamela A. Hoff, Flasher (Recording Secretary); Dallas Bakken, Napoleon; Leonard Gerhardt, Flasher; Arthur Bonogofsky, Flasher; Joshua D. Greff, Regent; Jodi Schriefer, Golden Valley; and Jeremy Huether, Mott. The nominating committee met on February 16, 2016, for an instructional meeting. The committee met on March 16 and April 13, 2016 to ratify director and nominating committee candidates for the open positions. Information including the business experience and principal occupation regarding individuals who have been nominated is included in this booklet. Nominations from the floor will be accepted before elections only if the nominees have completed, in writing, all disclosures required by federal regulations. For more information refer to Voting Information.

CONDENSED MINUTES – 2015 ANNUAL STOCKHOLDERS’ MEETING Farm Credit Services of Mandan, ACA

June 10, 2015 – Dickinson & June 11, 2015– Mandan

The Annual Stockholders’ Meeting of Farm Credit Services of Mandan, ACA, held in two sectional meetings, was called to order by Chairman Cary Moch at 5:30 p.m. (MDT) June 10, 2015 at Grand Dakota Lodge, Dickinson and was reconvened at 5:30 p.m. (CDT) June 11, 2015 at the Baymont Inn and Suites, Mandan. Chairman Moch delivered the Directors’ report. Aaron Vetter presented the President’s report and summary reports were made by Rod Bachmeier, Vice President-Customer Operations, and Dan Beyer, Vice President-Financial Services, highlighting the financial and marketing activities of the past year. Minutes of the June 2014 Annual Stockholders’ Meeting were approved as presented. Director Doug Dukart presided over the election process in both locations. Chief Executive Officer, Aaron Vetter, presented the Nominating Committee report in both locations. Names placed into nomination for director were as follows: Region A: Cary Moch, Braddock and Justin Olson, Tappen; At-Large 2: Kory Banning, Flasher and Clair Hauge, Carson. In accordance with due process of balloting for sectional stockholders’ meetings, Cary Moch was re-elected in Region A, and Clair Hauge was elected in At-Large 2. Elections for members to next year’s Nominating Committee were conducted. After due balloting, Dallas Bakken, Napoleon was elected in Region A; with Jerry Miller, Streeter alternate; Pamela Hoff, Flasher, was elected in Region B with Richard Bohl, Flasher, alternate; Derrick Dukart, Manning, was elected in Region C with Douglas Swenson, Halliday, alternate; and Jeremy Huether, Mott, was elected in Region D, with Myron Schweitzer, Mott, alternate. There being no further business, the meeting was adjourned.

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Farm Credit Services Annual Meeting 11

Farm Credit Services of MandanBUSINESS PROFILE

4/16

Farm Credit Services of Mandan BUSINESS PROFILE

Who we are: Farm Credit Services of Mandan is a cooperative lender providing credit and financial management services to nearly 3,500 customers. We are part of the national Farm Credit System which has supported agriculture and rural communities with reliable, consistent credit and financial services since 1916.

Our service area: Credit products and financial management services are promoted and delivered through eight branch offices throughout our 20-county local service area in southwest North Dakota. Branch offices are located in Carson, Beulah, Bowman, Dickinson, Mandan, Mott, Washburn, and Wishek.

We’re more than just credit: The Farm Credit Services of Mandan association provides a full range of credit products, including real estate, operating, equipment, agribusiness, and beginning farmer loans. We also offer financial management services to enhance our customer’s business profitability and long-term stability. Services offered include crop and livestock insurance, leasing, appraisals, life and disability insurance, recordkeeping and payroll services, tax planning and preparation, transition planning, and producer education.

Delivering value to producers: We offer competitive rates on our loan products with multiple terms and product options. In addition, we pay back a portion of our profits to borrowers through a cash patronage program. Over $24 million in cash has been distributed since the patronage program started in 1999. An experienced and well-trained staff of specialists is willing to provide customers what they need and when they need it. Nearly 100 employees are available to serve customers at their convenience, at the office, on the farm, or through the computer. We strive for quality high-tech and high-touch service which has earned us the distinction of high customer satisfaction.

Committed to the ag community: We are committed to supporting the success of young and beginning farmers and ranchers through special loan programs, education, and staff assistance. Farm Credit Services of Mandan will make every effort to structure loan terms and conditions to help with the farmers/rancher's viability and success. We are also proud to support state agricultural organizations such as: ag commodity groups, FFA, Ag Education, 4-H programs, livestock shows, county fairs, high school and college scholarships, farm shows, conventions and other producer education, NDSU extension and USDA research centers.

Leading lender to the ag industry: Approximately 78% of our customer base is identified as full-time farmers and ranchers. 41% of our portfolio is primarily crops, with the major crop being wheat, and approximately 30% is livestock, primarily beef cattle. Other major crops include corn, oil seeds and feed grains. We extend credit to all types of agricultural businesses, including ag processing facilities. We have committed $1.405 billion to agriculture over the last year. Crop insurance annual premium for multi-peril and hail protection is $23 million. We also prepare over 1,200 tax returns in addition to our recordkeeping and payroll services and life and disability insurance.

The best deal in the country: When you work with Farm Credit Services of Mandan, you get the expertise and time of an entire team of specialists who are working to help customers reach their financial goals. Agriculture has become a complex and competitive business, so rely on the ag financial experts devoted to building a productive relationship you can count on during the industry’s good and bad times. We’re committed to providing the best value in the marketplace with competitive rates, valuable products, high-touch and high-tech service, knowledgeable staff, and profit sharing!

www.farmcreditmandan.com • www.facebook.com/fcsmandan4/16

www.farmcreditmandan.com • www.facebook.com/fcsmandan

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Annual Meeting Farm Credit Services 12

Farm Credit Services of Mandan2015 ASSOCIATION FINANCIAL HIGHLIGHTS

Our overall financial strength, size, and earnings capacity increased during the past year as we focused on providing the bestcredit and financial services opportunities to our existing cutomers along with building new business relationships. Our customerbase and their use of our products and services continued to expand. Complete financial summaries and statements are available in our 2015 annual report that was mailed to shareholders in March of 2016.

Cash Patronage The board of directors approved a cash patronage resolution in 2015 that distributed $2.1 million to our eligible loan customers in early 2016. Eligible loan customers received an average cash patronage of 30 basis points based on their 2015 average daily loan balance which effectively lowered their cost of borrowing by almost one third of one percent. Since its inception in 1999, the 100% cash patronage program has returned $24.3 million to our loan customers.

Loan Volume - Average Daily Balance Our loan volume consists of loans and leases to area farmers, ranchers and agribusinesses. In addition, our loan volume includes loan participations with other lenders and loans and leases made in partnership with other Farm Credit System associations through alliances that include FCS Commercial Finance Group and ProPartners Financial. Our loan volume has steadily increased over the last several years driven primarily by increased operating needs of customers and rising land values along with increased loan participation activity.

705.9

801.6 871.5

950.4

2012 2013 2014 2015

In Millions

Year

Loan Volume (ADB)

$1,598

$1,999 $2,199

$2,074

2012 2013 2014 2015

In Thousands

Year

Cash Patronage Distribution

31 34 35

30

2012 2013 2014 2015

Year

100 Basis Points = 1%

Average Cash Patronage in Basis Points

Farm Credit Services of Mandan2015 ASSOCIATION FINANCIAL HIGHLIGHTS

Page 13: ANNUAL MEETING - Farm Credit Services of Mandan2 Annual Meeting Farm Credit Ser vices Welcome to Stockholders, Customers, and Guests of Farm Credit Services of Mandan The Board of

Farm Credit Services Annual Meeting 13

Non-Loan Income

The income generated from the sale of financially related services and miscellaneous gross income from non-loan products and services is used to offset operating expenses that would normally be paid from interest rates charged to our loan customers. Expanded services in the insurance and financial services areas have created a positive gross income stream for our association while providing valuable risk and business management tools for our customers.

Capital Ratios

Two financial capital ratios that track our ability to have a constant commitment to competitive lending are permanent capital and core surplus. Permanent capital is the net worth of the association while core surplus is the unallocated surplus of the association less our stock investment in AgriBank, our wholesale lender. We believe a sound captial position is critical to long-term financial success which allows us to meet member needs and protect member interests, both now and into the future. We maintain a capital plan that assesses the capital level necessary to assure financial viability and to provide for future growth. In addition to regulatory requirements, the board and management have established optimum capital targets. Permanent capital is targeted to be managed within the optimal range of 13% to 18% while core surplus is to be maintained at a minimum of 12%. Both ratios have exceeded the current capital targets and continue to be well above the regulatory requirements. This strong financial position has allowed for continued member cash patronage distributions.

Loan Volume by Type

The above chart segments loan volume by type. The Real Estate Mortgage, Production, and Intermediate Term loan types represent loans to traditional farmers and ranchers. Participations Purchased are comprised of portions of loans purchased from other lenders in order to diversify risk and to utilize association capital to generate earnings. A positive income stream is created from this business segment which is used to offset operating expenses. This creates value for our traditional customers by helping to reduce the interest rate

Real Estate Mortgage

31.8%

Production & Intermediate

Term 37.8%

Other 0.4%

Participations Purchased

30.0%

December 31, 2015 Loan Volume Percentage by Loan Type

$3,801 $3,889 $4,422 $4,537

2012 2013 2014 2015

In Thousands

Year

Non-Loan Income

14.9% 14.4% 15.0% 15.0%

2012 2013 2014 2015 Year

Permanent Capital Ratio Percentage

Board Approved Capital Plan 13 - 18%

14.6% 14.2% 14.8% 14.8%

2012 2013 2014 2015 Year

Core Surplus Ratio Percentage

Board Approved Capital Plan 12%

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Annual Meeting Farm Credit Services 14

Farm Credit Services of Mandan PRODUCTS AND SERVICES

Agricultural Financing: Choose from a variety of credit options and work with experienced loan professionals who understand agriculture.

Real Estate LoansLong-term credit for land, land improvements, buildings, and facilities.

Operating LoansShort and intermediate-term credit for operation purchases, family living expenses, and feeder livestock.

Credit Line/Electronic Funds TransferAn easy, convenient way of accessing your loan funds.

Term LoansIntermediate-term credit for capital purchases such as machinery, breeding livestock, irrigation systems, and vehicles.

Equipment Loans and LeasesFCS equipment financing directly through your local implement dealer or through FCS. It’s quick, hassle-free credit with a variety of rates and terms available.

Leasing ServicesA financing alternative for cash flow, tax advantages and other considerations: lease livestock, facilities, farm equipment, vehicles, computers, irrigation systems, and specialty equipment.

Stock Financing ProgramsSpecialty programs to finance equity stock in business ventures that further process or market agricultural production for food, energy, feed, or fiber.

Agribusiness Financing A team of specialists is available to offer business consultation, accounting/payroll service, enterprising, financial planning, risk and cash management services, as well as a source of credit to agribusiness.

Beginning/Young Farmer LoansSpecial programs and resources to help finance, support, andeducate young, beginning and small farmers and ranchers.

Appraisal ServiceCertified real estate and chattel appraisers experienced to give quality rural appraisals and real estate services.

Life and Disability InsuranceAffordable coverage to protect your family's income, home, and acreage in the event of illness, injury, or death. Advantages include: discounts for women and non-tobacco users, guaranteed renewable policies, and an easy application process.

On-Line BankingSimple, convenient, and secure access to your account information 24 hours a day, 7 days a week through the internet at www.farmcreditmandan.com.

Financial Management Services: Technology, resources, and information you need to get the most value from your operation.

Crop InsuranceMulti-peril, crop revenue or yield protection, and hail insurance policies that can help protect your income against crop loss,damage, or market prices. In addition, forage insurance, andPasture, Rangeland and Forage (rainfall) insurance products areavailable to protect feedstuffs from lack of rainfall.

Livestock Risk Protection Insurance to protect your feeder cattle, fed cattle, market hogs, and lambs from declining market prices.

Tax Planning and Preparation Experienced tax professionals who understand agricultural tax law and have the ability to minimize your taxes.

Recordkeeping Programs and Payroll Services Recordkeeping service, software, and systems of all levels to grow with your operation's goals, including full business accounting and payroll service. We provide management information you can act on and professional support you can count on.

Retirement and Succession Planning Information and advice to help you make decisions on transferring farm assets, meeting retirement goals, and limiting your estate tax liability.

Farm Cash Management A flexible AgriBank money market investment account that automatically manages your funds (can be applied to your loan, or serve as a stand-alone investment).

Producer Education: Specially developed producer education courses on how to manage finances and increase profitability.

Crop Insurance Seminars Free annual informational meetings covering all the current changes in crop insurance procedures and the new product options.

Financial ConsultingPersonal financial consulting based on computer exercises, personal analysis, and operational review.

Grain and Livestock MarketingTraining seminars and expert speakers on commodity marketing options, services, and alliances.

Ag Youth Programs Support programs such as Club Credit loans, 4-H grants, FFA handbooks, high school scholarships, and more.

Customer Appreciation Events Public relations events, such as Harvest Days, Farm Women’s Forum and Annual Meetings, offer our customers, staff, and directors a chance to interact and learn from each other’s experiences.

Farm Credit Services of Mandan www.farmcreditmandan.com

Beulah ● Bowman ● Carson ● Dickinson ● Mandan ● Mott ● Washburn ● Wishek

Farm Credit Services of MandanPRODUCTS AND SERVICES

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Farm Credit Services Annual Meeting 15

5/1/16

FCS OF MANDAN EMPLOYEE AND BRANCH DIRECTORY

Corporate Office 1600 Old Red Trail, P.O. Box 5001 Mandan, ND 58554 (701) 663-6487 Aaron Vetter, Chief Executive Officer Sandy Nagel, VP-Corporate Finance Kathleen Wiese, VP-Human Resources Noel Laxdal, Director, Information Systems Carl Duchscher, Director, Association Reviews Deitra Bina, Senior Accountant-Loan Operations Myron Fetch, Property Manager Brittani Moser, Human Resources Generalist Bernadette Leingang, Accounting Assistant Therese Miller, Executive Assistant Destri Bueligen, Loan Accountant Jennifer Schiermeister, Senior Accountant-Corporate Shirley Willoughby, Information Systems Specialist

Operations Department Rod Bachmeier, Vice President-Customer Operations Eric Ehlis, Assistant Vice President-Operations Lee Hutchinson, Assistant Vice President-Operations Stuart Ternes, Assistant Vice President-Operations Bob Wingenbach, Assistant Vice President-Operations Mark McDermott, Director of Appraisal Becky Peterson, Director of Marketing & Services Ryan Norrell, Corporate Counsel Aimee Scheck, Credit Services Coordinator Carla Tausend, Director of Insurance Services Sheila Ressler, Appraiser Trainee Donald Weidner, Chattel Appraiser Pat Carlson, Loan Documentation Assistant Jill Gunderson, Administrative Secretary Peggy Schultz, Administrative Secretary

Agribusiness Department Donovan Stober, Regional Manager-Agribusiness Patty Berger, Trade Credit/Leasing Representative David Buck, Credit Analyst-Agribusiness Financial Services Department (800) 660-1765 Becky Bargmann, Senior Ag Accounting Specialist Kristi Fettig, Ag Accounting Specialist Pam Geiger, Lead Tax Specialist Barbara Helm, Tax Specialist Katie Bohrer, Ag Accounting Associate Lauren McMillan, Ag Accounting Associate Janet Moch, Tax Specialist Casey Norton, Tax Specialist Carol Retterath, Tax Specialist Joanie Schable, Customer Service Assistant (Seasonal Employees) Dianne Doll, Tax Associate Kimberly Miller, Tax Assistant Diane Mittelstedt, Tax Assistant Barbara Reister, Associate Tax Specialist Beulah Branch 213 Highway 49 North, P.O. Box 507 Beulah, ND 58523 (701) 873-5395 (800) 510-5395 Kayleen Beauchamp, Customer Service Assistant Steven Finsaas, Loan Officer Brian Gion, Loan Officer Mary Ochsner, Customer Service Assistant Diana Schulz, Insurance Representative Bowman Branch 107 Highway 12 West, P.O. Box 859 Bowman, ND 58623 (701) 523-5275 (800) 581-5275 Rita Goodfellow, Customer Service Assistant Jolene Groll, Customer Service Assistant Kevin Hilton, Insurance Representative Mandy Kvale, Loan Officer

(Bowman cont.) Scott Lardy, Loan Officer/Office Manager Bailee Murnion, Loan Officer Carson Branch 108 First Avenue East, P.O. Box 199 Carson, ND 58529 (701) 622-3297 (800) 370-3297 Justin Bargmann, Loan Officer/Office Manager Darlene Erickson, Customer Service Assistant Yvonne Seidler, Account Representative Dickinson Branch 1324 W. Villard Street Dickinson, ND 58601 (701) 227-1207 (800) 291-1207 Tyson Bren, Loan Officer Elliott Ehlis, Senior Loan Officer Jessica Duletski, Insurance Representative Jay Krank, Senior Loan Officer/Office Manager Julie Heidt, Customer Service Assistant Kwirt Johnson, Loan Officer Karlie Wanner, Customer Service Assistant Deloris Koppinger, Customer Service Assistant Stacy Steffan, Loan Officer Mary Zastoupil, Customer Service Assistant Mandan Branch 1600 Old Red Trail, P.O. Box 5001 Mandan, ND 58554 (701) 663-6487 (800) 660-6487 Sam Arndorfer, Loan Officer Kenny Bahm, Loan Officer Sara Clement, Insurance Representative Jodie Doll, Customer Service Assistant Pearl Ereth, Account Representative Jan Green, Customer Service Assistant/Insurance LaRae Helbling, Customer Service Assistant Brooke Lepp, Customer Service Assistant Craig Malm, Loan Officer Michelle Marohl, CSA/Receptionist Shelly Nehl, Loan Officer Carla Nelson, Insurance Representative Charles Tomac, Loan Officer-Agribusiness Martin Well, Senior Loan Officer Mott Branch 320 Pacific Avenue, P.O. Box 249 Mott, ND 58646 (701) 824-3203 (800) 520-3203 Matt Dahlke, Loan Officer/Office Manager Holly Ebner, Insurance Representative Roxanne Featherstone, Customer Service Assistant Miranda Green, Customer Service Assistant Heidi Marxen, Loan Officer Jacalyn Schaible, Insurance Representative Washburn Branch 1157 Border Lane, P.O. Box 158 Washburn, ND 58577 (701) 462-3514 (866) 470-3514 Wanda Giedd, Customer Service Assistant Kristi Laframboise, Insurance Representative Thomas Williams, III, Senior Loan Officer/Office Manager Penny Hoesel, Insurance Representative Wishek Branch 1207 Beaver Avenue, P.O. Box 616 Wishek, ND 58495 (701) 452-4252 (800) 327-2474 John Wishek, Loan Officer/Office Manager Darrell Bitz, Senior Loan Officer Danielle Goebel, Customer Service Assistant Phyllis Meidinger, Insurance Representative Jill Scherbenske, Customer Service Assistant Nathan Wolf, Loan Officer Debbie Zillmer, Insurance Representative

5/1/16

Page 16: ANNUAL MEETING - Farm Credit Services of Mandan2 Annual Meeting Farm Credit Ser vices Welcome to Stockholders, Customers, and Guests of Farm Credit Services of Mandan The Board of

Farm Credit Services of Mandan1600 Old Red Trail P.O. Box 5001 Mandan, ND 58554-5501

www.farmcredit100.com

Farm Credit Services of MandanP.O. Box 5001Mandan, ND 58554

PRESORTEDSTANDARD

U.S. POSTAGE PAIDPERMIT NO. 419BISMARK, N.D.

Annual Dinner Meeting and Elections

Entertainment:

T IGIRL ILYWEDNESDAY, JUNE 8Baymont InnMandan

THURSDAY, JUNE 9Grand Dakota LodgeDickinson

Entertainment:

T IGIRL ILYWEDNESDAY, JUNE 8Baymont InnMandan

THURSDAY, JUNE 9Grand Dakota LodgeDickinson