FEDERAL AGRICULTURAL MORTGAGE CORP

Our Charter prescribes the company's basic capital and corporate governance structure, as described below. The Charter authorizes us to issue two classes of voting common stock, each of which elects one-third of our 15-member board of directors. The Charter also authorizes us to issue non-voting common stock.

•Presidential appointments. Five members of our board of directors are individuals who meet the qualifications specified in the Charter and are appointed by the President of the United States with the advice and consent of the United States Senate (one of whom is designated as the chair of the board of directors). These appointed directors serve at the pleasure of the President of the United States with no set term.

•Class A voting common stock. The Charter restricts ownership of our Class A voting common stock to banks, insurance companies, and other financial institutions or similar entities that are not institutions of the FCS. The Charter also provides that five members of our board of directors are elected by a plurality of the votes of the Class A stockholders each year. The Charter limits the amount of Class A voting common stock that any one holder may own to no more than 33% of the outstanding shares of Class A voting common stock. We are not aware of any regulation applicable to non-FCS financial institutions that requires a minimum investment in our Class A voting common stock or that prescribes a maximum investment amount lower than the 33% limit set forth in the Charter. Our Class A voting common stock is listed on the New York Stock Exchange under the symbol AGM.A.

•Class B voting common stock. The Charter restricts ownership of our Class B voting common stock to FCS institutions and also provides that five members of our board of directors are elected by a plurality of the votes of the Class B stockholders each year. The Charter contains no restrictions on the maximum number or percentage of outstanding shares of Class B voting common stock that any one holder may own, and we are not aware of any regulation applicable to FCS institutions that requires a minimum investment in our Class B voting common stock or that prescribes a maximum amount. Our Class B voting common stock, which has a limited market and trades infrequently, is not listed or quoted on any exchange or other quotation system, and we are not aware of any publicly available quotations or prices for this class of common stock.

•Class C non-voting common stock. The Charter does not impose any ownership restrictions on our Class C non-voting common stock, so shares of this class are freely transferable. We use Class C non-voting common stock for awards of equity-based compensation to officers, directors, and employees as part of our compensation programs. Holders of the Class C non-voting common stock do not vote on the election of directors or any other matter. Our Class C non-voting common stock is listed on the New York Stock Exchange under the symbol AGM.

The dividend and liquidation rights of all three classes of our common stock are the same. Dividends may be paid on our common stock only when, as, and if declared by our board of directors in its sole discretion, subject to compliance with applicable capital requirements and the payment of dividends on any outstanding preferred stock issued by us. Upon liquidation, dissolution, or winding up of our business, after payment and provision for payment of our outstanding debt, the holders of shares of our currently outstanding 5.700% Non-Cumulative Preferred Stock, Series D ("Series D Preferred Stock"), 5.750% Non-Cumulative Preferred Stock, Series E ("Series E Preferred Stock"), 5.250% Non-Cumulative

Preferred Stock, Series F ("Series F Preferred Stock"), 4.875% Non-Cumulative Preferred Stock, Series G ("Series G Preferred Stock"), 6.500% Non-Cumulative Preferred Stock, Series H ("Series H Preferred Stock"), and any other preferred stock then outstanding, would be paid at par value out of assets available for distribution, plus all declared and unpaid dividends, before the holders of shares of common stock received any payment. See also Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for more information about our common stock, and Business—Financing—Equity Issuance for more information about our common stock and preferred stock.

Unlike other GSEs such as other FCS institutions and the Federal Home Loan Banks, we are not structured as a cooperative owned exclusively by member institutions and established to provide services exclusively to its members. Rather, as a publicly-traded corporation, we have a broader base of stockholders, including those who do not directly participate in our secondary market. We therefore seek to fulfill our mission of serving the financing needs of rural America in a way that is consistent with providing a return on the investment of our stockholders.

We generally require financial institutions to own a requisite amount of our common stock, based on the size and type of institution, in order to sell Agricultural Finance mortgage loans to us. As a result of this requirement, coupled with the ability of holders of Class A and Class B voting common stock to elect two-thirds of our board of directors, we regularly conduct business with "related parties," including institutions that own large amounts of our voting common stock. We have adopted a Code of Business Conduct and Ethics and related corporate policies that govern any conflicts of interest that may arise in these transactions. We also require that any transactions with related parties be conducted in the ordinary course of business, with terms and conditions comparable to those available to any other unrelated counterparty. For more information, see MD&A—Results of Operations—Related Party Transactions and Note 3—Related Party Transactions to the consolidated financial statements.