2025 MAST Member Handbook

Mast Vacation Partners, Inc. is a privately held corporation completely owned by its member agency owners. This unique organizational structure was intentionally created to ensure the consortia’s focus and operational decisions are based upon the needs of its member agencies.

An additional benefit of being a MAST member is the opportunity to purchase 100 shares of common stock of MAST Vacation Partners, Inc. (“MAST”). MAST shares currently do not offer any dividends or interest but owning MAST shares of common stock does provide a member with other valuable benefits.

Why Own MAST Shares of Common Stock?

• Serve on the Board of Directors and have an impact on organizational decisions and the future direction of MAST
• To share your knowledge, insight and experience with your fellow shareholders to ensure the continued success and evolution of MAST as the premier Midwest consortia
• Create a sense of community within the MAST organization and encourage new members to join MAST
• Participate in Board elections and choose whom you believe is best qualified to serve on the Board of Directors amongst other MAST shareholders
• Access business operational and financial information only available to shareholders and the right to attend the Annual Shareholder Meeting

Stock Purchase Requirements

There are specific qualifications an agency owner must meet to purchase MAST common stock and are as follows:

• Been MAST member for at least one year
• Is the Agency Owner
• Is an active member of MAST
• Maintains a main office located in a storefront, office building, or home office
• Adheres to the highest standards of ethical business practices
• Supports the improvement of the travel agency industry and the goals of MAST Vacation Partners
• Maintains all approvals and required licenses to operate a travel agency
• Operates their agency with the intention of making a profit from the travel agency business
• The sale of travel services to the public as the agencies’ primary business
• Conducts the majority of its business in an agency-principal relationship with Suppliers
• The agency is not owned or controlled by a major airline, cruise line, hotel, bus company, government or other entity established by the government, and not be a dealership for any single supplier
• Complies with bylaws, standing rules, and code of conduct as developed and ratified by the MAST Board of Directors to demonstrate an ability to contribute to the financial and other goals of MAST
• Is a “Member in Good Standing” of Mast as that term shall be defined by board resolution and/or standing rule from time to time.

Stock Purchase Details

• The current By Laws of MAST Vacation Partners, Inc. and the Shareholder Agreement are the governing documents for all requirements and procedures regarding MAST common stock
• A Private Offering Memorandum will be sent to all agency owners who meet the purchase requirements and have expressed an interest in becoming a shareholder
• Only 100 shares of stock can be purchased/owned by a single member agency owner
• No single agency owner has any type of majority share ownership
• Share purchase can be financed, if needed, via a MAST held Promissory Note to mitigate impact on member agency cash flow
• Share offerings are made only once a year, usually in the first quarter
• Share price/value is determined annually based on the previous fiscal year’s financial statements
• Share certificates are not issued for the purchase of stock. Record keeping of the purchase is digitally maintained by MAST.
• Share purchase price may be paid in full at time of agreement execution, or a promissory note can be issued for the purchase price.
• Shares can be sold back to MAST at any time at the current share value at the time of share buyback
• Shares are not transferable or assignable and can only be sold back to MAST
• If the Mast stock has been deemed an asset of a corporate entity in the connection with the sale of an agency owner’s business, this must be specified in the Sales Agreement and provided to MAST prior to the agency sale. The new ownership would then be able to apply for MAST membership providing they meet the requirements of share ownership as provided in the By Laws. This is only applicable if the agency/share owner is a corporate entity.

The Mast Common Stock Offering involves a degree of risk and should be made by offerees who can afford to lose their entire investment. Each offeree should carefully consider the risks and uncertainties discussed in the Private Offering Materials before investing in the Company’s securities. We encourage all interested agency owners to thoroughly review the Private Offering Materials and consult with tax and/or legal professionals as needed prior to making the decision to purchase MAST common stock.

Additional information can be obtained by reaching out to John Werner (John.Werner@mvptravel.com) or Kathleen DiBacco (Kathleen. DiBacco@mvptravel.com).