UMB Financial Corporation

Hello and welcome to the annual meeting of shareholders of UMB Financial Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Mariner Kemper, UMB's Chairman and Chief Executive Officer. Mr. Kemper, the floor is yours.

Good morning, and thank you all for joining us virtually today for our annual meeting of shareholders. I typically start this meeting with a few comments about our prior year, and 2024 was a great year. It was a transformational year. We saw strong balance sheet growth with solid capital metrics and 26.1% year-over-year increase in net income. We've included a couple of slides in our presentation about 2024 performance, and you can Review those highlights on your own. One of the most exciting events of 2024 was the April announcement of our acquisition of Heartland Financial. Both UMBF and HDLF teams that worked tirelessly over the past year on integration and conversion planning created a seamless experience for our customers. This acquisition was closed on January 31st and is the largest in the company's history. We've seen great early progress as we expand and introduce new communities to UMB. We plan to release our first combined results after market today, and we'll have our call to the investment community tomorrow morning. As such, this meeting's remarks and Q&A will be limited to the business of the annual meeting. Finally, we just published our 2024 corporate citizenship report, which is now available on our website. I encourage you to take a look and read all about our new and ongoing initiatives take care of our resources and meet the needs of our associates and communities. Now I'd like to turn over the meeting to the business portion of today's business. So I will call the meeting to order. As Chairman of the Board of UMD Financial Corporation, I'll be presiding over the meeting. This annual meeting of shareholders is held pursuant to the bylaws of the company and a written notice to all eligible shareholders. The secretary delivered an affidavit of the mailing from our transportation affirming the notice of the meeting was duly given. A copy of that notice and the affidavit will be included in the meeting minutes. Common shareholders of record at the close of business on February 28th of 2025 are entitled to vote at this meeting. The rules of the meeting are available for review in the meeting portal. I'd now like to introduce all the directors Robin Berry, Janine Davidson, Casey Gallagher, Greg Graves, Brad Henderson, Gordon Lansford, Margaret Lazo, Susan Murphy, Tim Murphy, Tammy Peterman, Chris Robbins, John Schmidt, Josh Soslin, and Leroy Williams. In addition, we also have our advisory directors, Tom Wood and our president, Jim Ryan. For some of our board, this is their first time attending a shareholders meeting of UMB, and we're excited to welcome you all. Also attending the meeting are Sean Stoker and Noah Moravec from KPMG, our independent auditors. Although KPMG has indicated that they do not have a remark to make at this time, these representatives are available to respond to appropriate questions during the Q&A. In accordance with our bylaws, I will act as chairman of the meeting, and Ms. Mercer will act as secretary of the meeting. As chairman, I appoint Megan Mercer and Jason Bartel from UMB and Cassandra Shedd from our transportation as inspectors to receive and canvass the votes and certify the results. I request that the inspectors file their oath of office with the secretary for inclusion in the meeting minutes. The secretary has a list of the holders of record of common stock at the close of business on February 28th of 2025. This list has been open for examination at the company for any purpose relevant to this meeting for the past 10 days during ordering business hours. This list is also available during this meeting to any shareholder on the meeting website. The Secretary will please file a copy of this list of shareholders with the records of the company. Ms. Mercer, will you please present your report of attendance at this meeting so that we can determine whether we have a quorum present?

Mr. Chairman, on February 28, 2025, the record date for this annual meeting, there were outstanding and entitled to vote a total of 72,655,215 shares of common stock. I have been informed that there are 65,308,612 shares of common stock represented by proxy, or approximately 90% of all shares entitled to vote at this annual meeting. The shares represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute the quorum.

Thank you, Ms. Mercer. On the basis of the Secretary's report, I find that the proper notice has been given and the quorum is present. Accordingly, this meeting has been properly convened. It is 9.06 a.m. on April 29th and the polls for voting on all matters are open. All shareholders entitled to vote at this meeting have the ability to do so online. If you have not yet voted or if you'd like to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it's not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide her preliminary report. We'll move now to the review of the proposal. At this meeting, we will be electing each of the 16 directors for a one-year term expiring at the 2026 Annual Meeting of Shareholders. The nominees are Robyn Berry, Jenny Davidson, Casey Gallagher, Greg Graves, Brad Henderson, Jenny Hopkins, Gordon Lansford, Margaret Lazo, Susan Murphy, Tim Murphy, Tammy Peterman, Chris Robbins, John Schmidt, Josh Sosman, Leroy Williams, and myself, Mary Kemper. concerning the profession, skills, and qualifications of each nominee is contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this time. I declare the nominations to be closed. Proposal 2 asks the shareholders to approve an advisory resolution on the fiscal year of 2021. Although non-binding, the vote will provide information to our Compensation Committee and Corporate Governance Committee regarding investor sentiment about our executive compensation philosophy, policies, and practices. This sentiment will be considered when making future compensation decisions. Proposal 3 is a ratification or appointment of KPMG as the company's independent registered public accounting firm to audit the company's financial statements for the fiscal year ending December 31st, 2025. The Board of Directors recommends that the appointment be ratified. We now appear to have all the proxies and ballots, and I declare the polls to be now closed. The Inspector's election will maintain the proxies and ballots and will tally the votes. Madam Secretary, will you please report on the results?

Mr. Chairman, based on the Inspector of Elections preliminary report, each of the nominees for director received more than 95% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a one-year term that will expire in 2026. The resolution on an advisory basis for the compensation of our named executive officers for fiscal 2024 received more than 98% of the votes cast in favor of the proposal and has been approved. The ratification of the appointment of KPMG as the company's independent registered public accounting firm received more than 98% of the votes in favor, and the appointment has been ratified. We will file the final report of the Inspector of Elections with the records of this meeting, and we expect to report voting results on a form AK to be filed with the SEC within four business days of this meeting.

Thank you, Ms. Berger.

That concludes the business for this meeting. The meeting is now adjourned.

I would be happy to answer any questions that you may have.

Mr. Kemper, at this time, we have no questions today.

Thank you, Ms. Mercer. Thanks, everyone, for joining us today. As I was reflecting this morning, this is my 20th annual shareholders meeting that I've presided over, and I want to thank all of you who have been around and supported us All of those years, and for those of you who are new to us, we look forward to a long journey ahead. The slides we discussed this morning are available on our website, and the audio replay of the meeting will be available shortly. Thanks again for your continued support.

This concludes the meeting. You may now disconnect.