BENEFITS OF UNIFICATION

Why is the Board of Directors Recommending This Consolidation?
Each year both Boards of Directors take steps and give forethought to a long-range plan for their co-op. This Consolidation is recommended because it serves features of both co-ops' long-range plans for appropriate growth. This is a unique opportunity to combine two successful cooperatives in a way that meets Member and customer needs today and well into the future.

Why Combine?
In today’s evolving business climate, continued success depends on our capacity for change and new enterprise. While both cooperatives are performing well today, we know Consolidation will allow us to realize significant economies of scale and have the resources to take advantage of business opportunity on your behalf in the future.

What Are the Benefits?
We firmly believe that this Consolidation will strengthen our offering of products, services, and marketing opportunities and a higher level of expertise to deliver value to your operations. We also believe that management of supply sources and price risk will improve. This and other efficiencies will provide a lower and more stable cost structure.  A combined cooperative will be more competitive in the marketplace.

Who is Advanced Agri-Solutions Co-op?    
Advanced Agri-Solutions Co-op (AASC) is a regional farmer-owned and controlled co-op headquartered in Wapakoneta, OH. It has approximately 2,500 farmer Members and 250 full-time employees serving Northeastern Indiana and West Central Ohio. AASC serves 12 counties with 28 locations. It offers services in agronomy, energy, feed and grain marketing. The current Advanced Agri-Solutions Co-op was formed September 1, 2007 by a merger between Auglaize Farmers Cooperative, EMP Co-op and Minster Farmers Co-op.

Who is Southwest Landmark?
Southwest Landmark (SWL) is a regional farmer-owned and controlled co-op headquartered in Xenia, OH with approximately 1,800 farmer Members, and 200 full-time employees serving Southwestern Ohio. SWL serves nine counties with 17 locations. It offers services in agronomy, energy, feed, grain marketing and farm supply stores. The current Southwest Landmark was formed August 1, 2000 by a consolidation of Clark Landmark, Agri-Urban, Clinton Landmark and Ag-Tech.

Do the Trade Areas Overlap?
The trade areas of AASC and SWL complement each other. The closest branches (Huntsville (AASC) and Catawba (SWL)) are over 30 miles apart. Both cooperatives operate fertilizer hub plants that are about 60 miles apart. The SWL hub plant has access to the IOCR shortline railroad (same as AASC's Uniopolis complex). The AASC hub plant has access to the CSX mainline. The trade area served by these co-ops in combination would extend from Ft. Wayne, Indiana to Columbus, Ohio and south to the Ohio River and northern Kentucky. Creating this geographic footprint would provide for better risk management and weather pattern diversity. The weather patterns of this past year demonstrated the overall advantage for your co-op of a broadly spaced trade area.

How Will We Manage a Larger Trade Area?
This Consolidation will take advantage of a strong management team with the capacity, experience and skill to manage the combined cooperative effectively. A solid organization with expertise in both department operations and overall administration, supported by strong technical infrastructure, will strengthen our ability to serve Members, while maintaining our excellent local personal touch. All Members are important. We will remain a farmer-owned and controlled cooperative that values heritage and provides solutions to Members to help them succeed. Consolidation will also provide the Members and Employees better access to, and use of, the financial and physical resources of the two co-ops. 

Why Consolidate Advanced Agri-Solutions Co-op, Inc./Southwest Landmark, Inc.?  What About Other Organizations?
This Consolidation provides the strategic opportunity to partner with an organization that complements our strengths and offsets our weaknesses. Southwest Landmark can enhance the customer offering in agronomy and energy, while Advanced Agri-Solutions Co-op can enhance the customer offering in feed and grain marketing. This is also true of the type and locations of each cooperative's facilities. They complement, not duplicate.

How Would Consolidation Effect Future Generations?
AASC and SWL are committed to serving their Members for generations to come. As with other mergers, consolidations, and acquisitions in the history of each co-op, we believe that this Consolidation is the best business solution for our co-ops now. Both co-ops are strong. We are not suggesting the Consolidation due to need, but because of forethought and planning for the future. Growth through Consolidation provides long-term durability for our co-op and the opportunity to increase resources and productive reinvestment of assets. This ultimately serves you. Examples of this include: Fertilizer Hub Plants, Progressive Crop Technology (PCT™) Production Facility, updated application rigs, updated equipment and technology, additional grain storage, intra-company maintenance shop and facility updates. 

What Are Some Specific Positive Features of Consolidation?
AASC and SWL are partners that operate on similar ethical and business principles. Opportunities for the Members of each co-op would increase through Consolidation. For example: SWL operates a port on the Ohio River that may provide another method to ship grain and receive fertilizer and other agricultural production inputs; the feed division would be able to grow and capitalize on the knowledge of both current departments; the energy division would experience a definite increase in volume and opportunities in the propane market; and SWL operates several farm stores, which sell various general home and farm supplies including gardening supplies and a line of birdseed – Bird’s Gourmet.

CONSOLIDATION ACCOUNTABILITY

Is This a Bail Out of a Weaker Co-op?
Both cooperatives are strong financially and enter this unification as equals. This is a very important advantage. To consolidate is a strategic decision with very positive prospects, and not a “must” decision. SWL has a five-year earnings average of $2.9M. AASC has a five-year earnings average of $4.5. 

Have You Done Your Homework?
After much discussion and study, the Board of Directors of both AASC and SWL voted unanimously at their September, 2009 Board meetings to make the Consolidation Agreement and bring it to a vote of the Members. We have done financial and physical due diligence investigation and will do much more before the Member vote and proceeding to the finish line. The Consolidation Agreement includes extensive representations and warranties between the co-ops and provision for pre-Consolidation investigation to confirm these representations and warranties. There is a plan to continue this investigation in a timely manner. 

What Differences Will Members Experience After Consolidation?
You would continue to work with the same branch and personnel receiving the quality of products and services to which you have become accustomed. The new organization would look to broaden and improve product and service offerings at competitive pricing through economy of scale and enhanced supplier relationships.

Who Will Be the CEO/General Manager?  What About Other Leadership?
If the Members approve the Consolidation, the Consolidation would take place on September 1, 2010. Larry Hammond would be appointed as President and CEO and report directly to a governing Board of Directors. Gordon Wallace would be appointed as Executive VP and Chief Operating Officer. 

Why Consolidate and Reduce Competition?
As our market place changes, our suppliers want to deal with significantly larger customers. This means that a change in our size positively changes our relationship with our suppliers – product availability, quantity and price. This Consolidation will not reduce the competition AASC and SWL experience now. Other area competition includes: Cargill/Nutrena, Bunge, ADM, Andersons, CPS, Central States, Mercer Landmark, United Equity, Bambauers, and other co-ops and independents who operate in our trade areas. The competition will remain and continue to challenge us to be our best. 

As a Small Customer, Will I Benefit?
Every customer is important to us. AASC is owned by almost 2,500 Members. SWL is owned by about 1,800 Members. The majority of these Members are small to mid-size family farms. We value each customer and honor our co-op ethical code when doing business with you. We assure you that you are doing business with a co-op who will treat you fairly and see to the welfare of your farm, no matter what size. We will remain a farmer-owned cooperative that values its heritage and provides solutions to Members that help them succeed.

What Will Be the Name of the Consolidated Company?
The resulting entity will be named Trupointe Cooperative, Inc. Once a positive vote is reached, a "Trupointe" brand identity will be developed. 

BOARD STRUCTURE

How Will the Board Be Elected?  Who Will Represent Me?
Five Directors would be chosen from each of the existing Boards of Directors to form a 10 Director initial Board of the new organization. As their terms expire, you will elect the Directors from candidates who are selected and qualified from throughout the combined cooperative's trade area. Nominations will be based on fair and democratic representation of Members in each segment of the trade area. These elected Directors must be Members of the cooperative. 

EMPLOYEES

What About Job Security For the Employees?
Our Employees have experienced a close and valued relationship with their employer. We are dedicated to positioning our Employees in roles that suit their skills and capabilities. The co-ops' trade areas do not overlap. This means that we will need to retain Employees in order to continue to serve our customers. A Consolidation would provide the Employees with an opportunity for career growth and advancement. 

What About Employee Benefits?
AASC and SWL have similar Employee benefit packages. An Employee committee has been established to recommend a combined benefit package that would take effect upon the positive Member vote on the Consolidation.

Merger – Consolidation --- What is the Difference?
We propose a Consolidation. A merger raises the issue of who is merging with who. 
One co-op would be the "merging" co-op and the other would be the "surviving" co-op. This suggests an uneven partnership. A Consolidation means that two co-ops are simply unifying and coming together to form a new (resulting) co-op. 

Where Would the New Corporate Office Be Located?
As with the new name, a new location of the main business office is the best way to start the Consolidated co-op. The new corporate location would be located centrally to both existing cooperatives. This suggests the Troy, Ohio area. Options and locations are being explored for a new corporate office but nothing would be finalized until an affirmative Member vote on the Consolidation. 

When Will the Members Receive More Information?
The Members will receive information in a timely manner. Any information provided to Employees may be shared with the Members and vice versa. A packet of information discussing the assets and strengths of each co-op will be available to Members in December. Member information meetings will be held in January to explain the Consolidation and address questions.

What Is Considered An Affirmative Member Vote?
For the Consolidation to be adopted, a 60% "yes" vote from the Members of both cooperatives is required. This 60% "yes" vote is based on the number of votes actually cast, not on the number of Members who could vote, but didn't.