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Notice of Special Meeting of the Members of Malheur Federal Credit Union

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Notice of Special Meeting of the Members of Malheur Federal Credit Union NOTICE OF SPECIAL MEETING OF THE MEMBERS OF MALHEUR FEDERAL CREDIT UNION The Board of Directors of Malheur Federal Credit Union has called Special Meeting of the Members of Malheur Federal Credit Union in Ontario, Oregon on November 17, 2020, at 5:30 pm MT. Purpose of Special Meeting & Member Action The purpose of the Special Meeting & Member Action is: a. To consider and act upon a Merger Plan and proposal for merging Malheur Federal Credit Union of Ontario, Oregon with Rogue Credit Union of Medford, Oregon (continuing credit union) whereby all assets and liabilities of Malheur Federal Credit Union will be merged with and into the continuing credit union. All members of Malheur Federal Credit Union will become members of the continuing credit union and will be entitled to and will receive shares in the continuing credit union for the shares they own in Malheur Federal Credit Union on the effective date of the merger. b. To ratify, confirm and approve the action of the board of directors in authorizing the officers of Malheur Federal Credit Union, subject to the approval of members, to do all things and to execute all agreements, documents, and other papers necessary to carry out the proposed merger. The board of directors of Malheur Federal Credit Union encourages you to attend the meeting and vote on the proposed merger. Whether or not you expect to attend the meeting, we urge you to sign, date and promptly return an electronic ballot accessed at www.malheurfcu.org/member-vote or the enclosed mail ballot to vote on the proposed merger. If you wish to submit comments about the merger to share with other members, you may submit them to the National Credit Union Administration (NCUA) at https://www.ncua.gov/services/Pages/resources-expansion/comments- proposed-merger.aspx or NCUA, Credit Union Resources and Expansion, 1775 Duke Street, Alexandria, VA 22314. The NCUA will post comments received from members on its website, along with the member’s name, subject to the limitations and requirements of its regulations. You have the right to vote on the proposed merger by written mail or electronic ballot prior to the Special Meeting. Other Information Related to the Proposed Merger The board and management of both credit unions believe the proposed merger will benefit their respective memberships by enhancing member service, increasing member value, and building the strength to navigate the evolving competitive environment in which credit unions operate today. After careful analysis the boards and leadership of MFCU and RCU believe that the partnership of the two (2) credit unions will significantly increase the long-term viability of both credit unions while protecting service to the rural communities that are the historical foundation of both credit union’s success. 1 Reasons for Merger –The board of directors has concluded that the proposed merger is in the best interests of the members as identified below. Benefits to the MFCU Membership will include: x Increased service and improved convenience resulting from the additional 22 branch locations of RCU in southwestern Oregon. x Expanded service options including: o Visa credit and debit cards o Robust member business programs including commercial deposit accounts, loan products, and cash management Significant expansion of home mortgage loan services through expanded first mortgage products and additional programs including servicing, construction loans, and manufactured home lending o Expanded member access to indirect dealer lending with an expanded dealer network and a focused indirect lending program o Addition of onsite investment representatives to assist members’ advanced financial management needs o Significant addition of online Financial Education resources for members x Enhanced value through the Rogue Rewards member loyalty program which has resulted in $12 million dollars being returned directly to RCU members since 2016. x Member loyalty is recognized with programs like: o High Yield Ownership Account o 1% Visa Platinum cash back o Save the Change transaction round up deposited into the Ownership Account o Dividend Max automatic dividend transfer into the Ownership Account o Special Rogue Rangers Kids Club savings incentives. o Additional organizational capability through a dedicated project management team Benefits to RCU Credit Union membership will include: x Increased convenience and improved service resulting from the additional five facilities of MFCU in eastern Oregon and Idaho. x Increased returns to member from improved efficiencies of the merged credit unions. x The addition of the talented staff of Malheur Federal Credit Union. Benefits to the combined organization will include: x Increased capital and financial strength ensuring long-term sustainability. x Enhanced member value through expanded financial product and service offerings, distribution channels, and competitive rates and fees. x Additional cost savings in operations through a greater market presence and bargaining power. x Increased economic resilience through geographic diversity. Net Worth – RCU’s net worth as of March 31, 2020 was $184.4 million and net worth ratio was 10.83% with MFCU’s at $15.3 million and 9.81%. The combined net worth projection for the continuing credit union as of March 31, 2020 is $199.7 million and 10.34% net worth ratio. Upon the merger, the net worth of MFCU, as the Merging Credit Union, will transfer to the Continuing credit union. Malheur Federal Credit Union has a slightly lower net worth ratio than Rogue Credit Union and the Malheur Federal Credit Union board does not plan a net worth distribution to the MFCU members. 2 No Share Adjustment – Malheur Federal Credit Union will not distribute a portion of its net worth to its members in the merger. The board of directors has determined a share adjustment, or other distribution of Malheur Federal Credit Union’s net worth is unnecessary. The directors of MFCU and RCU have carefully analyzed the assets and liabilities of the credit unions and have appraised each credit union’s share values. It is the opinion of the board of directors of MFCU and RCU that the merger should be completed without any adjustment in shares of the members of MFCU upon completion of the merger. Based on the current financial and statistical reports, the credit unions have made a joint appraisal of assets and liabilities to determine the value of shares in each credit union. An analysis of the share values of MFCU, RCU, and the combined probable asset/share ratio value of the continuing credit union are as follows: MFCU 111.23% RCU 111.91%; and continuing credit union 111.86%. The credit unions have determined that the shares in each credit union are substantially equal in value and no share adjustments are warranted. Locations of Merging and Continuing Credit Union – Malheur Federal Credit Union’s main office at 1695 SE 5th Avenue, Ontario, OR 97914 will remain open. The additional four (4) branch offices of Malheur Federal Credit Union will remain open following the merger. Changes to Services and Member Benefits – The credit unions have made no post- merger plans to reduce branch facilities, ATM network access, or existing accounts and services offerings currently offered or available to Malheur Federal Credit Union members. The continuing credit union may analyze the future branching and ATM network offering to members. Upon conversion of the data system of Malheur Federal Credit Union to Rogue Credit Union expected in the second half of 2021, additional accounts and services will be available to Malheur Federal Credit Union members No Senior Management Officials Agreements – Belinda Caillouet, the current president/CEO of Malheur Federal Credit Union, currently serves and will continue to serve under an Interim Employment Agreement through December 31, 2020. No other senior management official of Malheur Federal Credit Union currently has any employment agreement, deferred compensation agreement or other employee benefit arrangement not offered to employees generally, nor do the credit unions plan to offer any such agreements or arrangements to any senior management officials’ post-merger. Merger-related Financial Arrangements – NCUA Regulations require merging credit unions to disclose certain increases in compensation that any of the merging credit union’s officials, CEO or the four most highly compensated employees have received or will receive in anticipation of or upon completion of the merger. No merger related financial arrangement or other financial incentive has been offered or provided to any official (board or supervisory committee member) management staff or employee of MFCU or RCU in connection with the approval or consummation of the merger. Summary of Merger Plan – In addition enclosed is a Summary of the Merger Plan which provides important merger information including: the organization of the board of directors and supervisory committee; information on senior management and existing contracts and benefit plans; information on products and services anticipated after the merger; and an itemized estimate of the direct costs of the merger. Effective Date – Subject to approval by the Oregon DFR, NCUA and members of MFCU, the credit unions have planned an effective date for the merger of December 31, 2020. 3 Summary Plan of Merger of Malheur Federal Credit Union and Rogue Credit Union Introduction The board of directors of Malheur Federal Credit Union ("MFCU"), as the merging credit union, and Rogue Credit Union ("RCU"),
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