We Are Technology - West River Telecommunications Cooperative

Voice • Data • Wireless • Security • MonitoringWe Are Technology from the field to your family

11:00 am RegistrationMeeting Agenda12:00 pm Entertainment / WRT Bingo1:00 pm Membership Meeting - Call to Order .................................Matt Erhardt, Jr., WRT Board PresidentPresentation of Colors ........................................................American Legion Clark Grosz Post 189National Anthem ................................................................ Delanie Wiedrich, HazenInvocation ..........................................................................Pastor Jeff Higbie, Faith Evangelical Church, UnderwoodWelcome ............................................................................Mark Nygard, Hazen Mayor & WRT DirectorIntroduction of Directors & Guests .....................................Matt Erhardt, Jr., WRT Board PresidentAppoint Parliamentarian ....................................................Matt Erhardt, Jr., WRT Board PresidentCredentials Committee Report ...........................................Credentials Committee ChairpersonReading of Meeting Notice & Proof of Mailing...................Theo Reich, WRT SecretaryApproval of Minutes ...........................................................Matt Erhardt, Jr., WRT Board PresidentVoting Procedures & By-law Change(s) ..............................Patrick A. Donovan, WRT AttorneyElection of Directors ...........................................................Nick Vollmuth, WRT Board Vice-PresidentPresident’s Report ..............................................................Matt Erhardt, Jr., WRT Board PresidentFinancial Report ..................................................................Bev Huber, WRT Accounting ManagerCEO’s Report .......................................................................Bonnie Krause, WRT CEO/GMWRT Employee Service AwardsDrawing for Prizes (must be present to win)Unfinished BusinessNew BusinessElection ResultsAdjournmentGrand Prize - Must be present to win1

WRT Board of Directors & AttorneyWRT’s Vision:To be the premier portal of CHOiCEto our customers’ DIGITAl world.Matt Erhardt, Jr.District 3PresidentNick VollmuthDistrict 5Vice PresidentTheo ReichDistrict 2Secretary/TreasurerBrittany SathrenDistrict 1DirectorFrank BrownDistrict 4DirectorHarley OversethDistrict 6DirectorMark NygardDistrict 7DirectorPatrick A. DonovanAttorney2

The 60th Annual Meeting of the members of West RiverTelecommunications Cooperative was called to order byPresident Erhardt at the Hazen High School Auditorium inHazen, North Dakota, at 1:00 o’clock p.m. CDT on June 8,2012, pursuant to Notice duly given.Mark Nygard, President of the Board of Commissionersof the City of Hazen, welcomed all to Hazen. Pastor BillWagner gave the invocation.President Erhardt introduced the Board of Directors andothers seated at the podium.Patrick A. Donovan, West River Telecommunications Cooperative’sattorney, was appointed as parliamentarianfor the meeting by President Erhardt.Charles Staigle, chairman of the Credentials Committee,reported that 394 members had registered for themeeting, and a quorum was declared present. He alsoinformed the members that the Credentials Committeehad met earlier to consider and had approved all proceedingsrelated to the Director nominee petitions andelection to be conducted at today’s meeting.The reading of the Notice of Meeting and Proof of Mailingwas dispensed with upon motion duly made, secondedand carried.The reading of the minutes of the last meeting was dispensedwith, and such minutes were approved upon motionduly made, seconded and carried.2012 Meeting MinutesThe election of directors was the next topic on theagenda. Attorney Donovan explained the voting procedures.The members were told that three of the sevenDirector positions were open. District 2 has two candidates:Theo (Ted) Reich and Dale Heid. District 5 alsohas two candidates: Nick Vollmuth and Misti Hummel.In District 6, Harley Overseth is the sole petitioner andnominee for election. The candidates were introduced.A motion was made, seconded and carried declaringthat Harley Overseth, as the sole candidate for his position,be elected to a three year term on the Boardof Directors representing District 6. The election forthe remaining positions was declared open and ballotswere distributed.President Erhardt then presented his report to themembers.There were no By-law changes to report.Accounting Manger Beverly Huber presented the financialreport and this report was approved upon motionduly made, seconded and carried.CEO/GM Krause then presented her report to themembers.Service awards were presented.President Erhardt then called for unfinished businessand there was none. Next, he called for new business.No new business was brought before the assembly.The results of the election were read. In District 2,Dale Heid received 128 votes and Ted Reich received158. Ted Reich was declared the winner. For District 5,Misti Hummel received 136 votes and Nick Vollmuthreceived 137 votes. It was announced that because thevoting was so close in this race, the votes had beencounted several times. Nick Vollmuth was declared thewinner.There being no other or further business, the meetingwas duly adjourned upon motion made, seconded andcarried at 2:30 p.m.3

2013 Board of Director CandidatesDistrict 1 • Brittany Sathren is the current Director for District 1, which covers parts ofMclean, Sheridan, Burleigh and Kidder Counties in ND, including the parts of the Underwood, Turtlelake, Mercer, McClusky and Goodrich exchanges lying within these counties. She is a second generationWRT Director and has served since 2009. Sathren was raised in Turtle lake and lives there withher husband, TJ Sathren. She is employed at Industrial Contractors Inc.District 3 • Matt Erhardt Jr. is the current Director for District 3, which covers parts of Oliver,Morton, Mclean, and Stark Counties in ND, including the parts of the Center, Hazen, Beulah, Hebron,Glen Ullin, New Salem and Washburn exchanges lying within those counties north of Interstate 94. Hehas served on WRT’s Board of Directors since 1989 and as WRT Board President since 2000. Erhardthas three children and two grandchildren. He owns and operates a ranch east of Center.Meet Your New DirectorsWelcome Frank Brown & Mark Nygardto the WRT Board of Directors.Pictured left to right(back row): Attorney Patrick A. Donovan,Directors Harley Overseth, Mark Nygard,Matt Erhardt, Jr. and Frank Brown;(front row): Directors Ted Reich andBrittany Sathren; CEO Bonnie Krause;and Director Nick Vollmuth.FRANK BROWN • District 4: The WRT Board of Directors appointed Glen Ullin resident, Frank Brown, to fill the WRTDistrict 4 Director position. Brown’s term began April 1, 2013 and runs through June 6, 2014. Brown fills the unexpiredterm of long-time WRT Director Raymond Carlson, who resigned from the WRT Board on January 31, 2013. WRT District4 represents parts of Morton and Stark Counties in ND, including the parts of the St. Anthony, Flasher, New Salem, GlenUllin, and Hebron exchanges lying within those counties south of Interstate 94. Brown is the Bank President at the Bankof Glen Ullin and he is active in the community and banking industry. Brown and his wife, lavonne, live in Glen Ullin andhave three grown children.MARK NYGARD • District 7: The WRT Board of Directors appointed Hazen resident, Mark Nygard, to fill the WRT District7 Director position. Nygard’s term began March 1, 2013 and runs through June 6, 2014. Nygard fills the unexpired termof newly elected Public Service Commissioner Randy Christmann, who resigned from the WRT Board on December 31,2012. WRT District 7 represents parts of Mercer County including the parts of the Hazen, Stanton, Pick City and Centerexchanges lying within Mercer County. Nygard is currently Hazen’s Mayor/President of the Hazen City Commission. Herecently retired as Basin Electric’s Manager of Construction. Nygard and his wife, Mary, live in Hazen and have two grownsons and three grandchildren.4

President’s ReportMatt Erhardt, Jr.District 3PresidentWelcome to our 61st Annual Membership Meetingof West River Telecommunications Cooperative.It seems like a lot has been happening since last year’s annual meeting. We had tworesignations from the Board of Directors.Ray Carlson, Director from District 4, resigned effective January 31st, 2013. Ray served on theBoard of Directors for 31 ½ years and leaves quit a legacy behind. His father, Oscar, was one ofthe founding fathers of West River Telephone. Ray brought a lot of history and cooperative philosophyto the Board over his many years of loyal service. He shall be greatly missed. We haveenjoyed our friendship with Ray and his wife, Doris, and hope to keep in touch. From the Board,the employees and the membership, we thank Ray and his family for their dedicated years ofservice since the beginning of West River Telecommunications.Randy Christmann, Director from District 7, resigned effective December 31st, 2012. Randyserved on the Board of Directors for 13 ½ years and he also served as a Senator for District 33.Randy was elected to the North Dakota Public Service Commission in November 2012. Randy’sexpertise in the North Dakota legislature and his work ethic will be greatly missed. Randy and hiswife, Bethanie, are great friends and we look forward to continuing to see them as WRT membersand at industry events.The Board of Directors went through a replacement procedure for the open positions and selectedtwo very qualified people for their replacements. Mark Nygard from Hazen was selected to fillthe District 7 position and Frank Brown from Glen Ullin was chosen to fill the District 4 position.We welcome both new Directors to the Board and look forward to working with them.West River had another successful year in 2012. Net margins are in the neighborhood of $17.8million. WRT Accounting Manager Beverly Huber will present the financial statement explainingwhere it all came from. Our partnerships with Verizon Wireless, Dakota Carrier Network, andSouth Dakota Network have proven to be very good for WRT. The Board of Directors has againdecided to pay capital credits to members in the amount of approximately $3 million. Hopefullyeveryone has received their check in the mail. If you have not, please contact WRT’s office.Though West River faces many challenges in the future, I am very confident that we will meetthem and as our vision statement states, West River strives “To be the premier portal of choiceto our customers’ digital world.”On behalf of the Board of Directors, the CEO/GM, staff and employees, once again welcome toour Annual Membership Meeting, thank you for your patronage and we hope to see you againnext year.Thank you for attending the 61st Annual Membership Meeting.~ Matt Erhardt, Jr.5

CEO’s ReportAs we meet for our 2013 Annual Meeting, WRT is celebrating anothersuccessful year. Thank you for joining us today.Your Cooperative achieved record margins in 2013. We’re committed to reinvesting those marginsin services that make a difference in your lives. last year we created a “To-Do list” of new servicesBonnie Krause for the membership that included Home and Small Business Monitoring and Security, Personal SafetyCEO/GMAssistance and Enhanced Internet Service. WRT’s Monitoring and Security helps you watch over yourfarm, home &/or business 24 hours a day. Personal Safety Assistance watches over you or your lovedones by providing 24 hour assistance at the touch of a button. WRT’s new Enhanced Internet Serviceprovides higher speeds and unlimited technical support including assistance connecting your wireless devices.Give us a call. We’d love to tell you more about these services.Our “To-Do list” also included a decision by the Board to better serve you by beginning a major upgrade of ourcable plant. WRT currently has more than 8000 miles of cable in the ground, some dating back to the early 70s.Existing copper cable will largely be replaced with fiber over the next eight to ten years, including more than600 miles this year. We’re dedicated to continuing to serve you with the most reliable state-of-the-art communicationsnetwork. We understand the importance of providing service you can rely on 24 hours a day, sevendays a week, 365 days a year.As our fiber network expands, WRT will continue to provide robust high speed broadband and data service aswell as the highest quality voice service. Many of us rely on an array of integrated communications services –including complementary wireless and wired networks and services – to meet economic, security and personalneeds. Access to the global marketplace; high-speed data links to medical and educational facilities; and technologythat keeps you connected are just a few of the benefits of our continued investment in our telecommunicationsplant. WRT’s enhanced technology services are critical to the rural communities we so proudly serve.It’s a fast-paced time at WRT. As summer begins, we want the grass and flowers and crops to grow, but notunder our feet! We’re committed to investing in our members – working with you and for you.Even as WRT is busy improving and expanding services, the FCC has also been busy reforming many of the rulesby which our industry is regulated. The reforms are particularly challenging for rural America. Your Board ofDirectors and management team continue to monitor federal and state regulatory changes and work closelywith our state and national associations to achieve a positive outcome.In closing, I’d like to say thank you… Thank you to our loyal members, who rely on us for service. Thank you foryour support. It’s a privilege to serve you. Thank you to the communities in which we live and operate. We takeour commitment of involvement throughout our service territory seriously and appreciate the opportunitiesto help make our communities better places to live. Thank you to the Board of Directors for their dedication tothe cooperative. And finally, thank you to our employees. In order for WRT to have a successful year, it takesthe dedicated efforts of every employee. We’re proud of these efforts and pleased to recognize and thank ourteam for their commitment to the cooperative.~ Bonnie Krause6

Balance Sheet Dec. 31, 2012 and 2011ASSETS 2012 2011Current AssetsCash and cash equivalents $ 5,379,193 $ 4,512,875Short-term investments 37,073,488 30,934,378Telecommunications receivable, net 257,765 214,907Other accounts receivable 963,032 1,421,023Interest receivable 130,294 76,357Materials and supplies 1,631,577 1,751,864Other prepayments 273,417 229,748• Total current assets 45,708,766 39,141,152Investments and Noncurrent Assetslong-term investments 12,546,485 10,192,409Investments in equity method investments 20,455,391 17,380,796Other investments 2,185,728 2,176,707Nonregulated investments 285,581 339,052Other noncurrent assets 32,155 53,268• Total investments & noncurrent assets 35,505,340 30,142,232Telecommunications PlantIn service 110,606,214 107,974,640Under construction 894,747 177,519Plant adjustment - 7,383,187• Total investment in plant 111,500,961 115,535,346less accumulated depreciation & amortization 73,819,281 78,050,834Net plant 37,681,680 37,484,512$ 118,895,786 $ 106,767,89610% WRT CASHBACKbased on$8,616,3942012 Patronage$4,616,896in plant upgradesfrom the field to yourfamily in 2012LIABILITIES AND EquITIES 2012 2011Current LiabilitiesCurrent maturities of long-term debt $ - $ 1,378,000Accounts payable 1,080,097 1,035,313Customer deposits 174,336 130,116Accrued income taxes 222,891 279,629Accrued taxes - other 458,698 466,434Other current liabilities 1,132,268 991,157• Total current liabilities 3,068,290 4,280,649Long-Term Debt, Less Current Maturities 65,421 534,182Other LiabilitiesDeferred compensation reserve 32,155 53,268Deferred income taxes 3,104,947 3,024,315• Total other liabilities 3,137,102 3,077,583EquitiesPatronage capital 60,210,644 55,478,175Other equities 52,414,329 43,397,307• Total equities 112,624,973 98,875,482$ 118,895,786 $ 106,767,8967WRT began offeringSecurity & MonitoringLate 2012

Statement of Operations years ended Dec. 31, 2012 and 2011Over 7,500internet Customers= $2,040,6492012 RevenueOver 12,500Telephone Customers= $5,126,9022012 Local Service& Long DistanceRevenueWRT received$11,097,207in Access Revenue& Federal SupportSTATEMENT OF OPERATIONS 2012 2011Operating Revenueslocal network services $ 4,047,432 $ 4,167,821Network access services 11,097,207 11,507,642long distance network services 1,079,470 1,211,389Miscellaneous 716,077 843,307Telecom operating revenue 16,940,186 17,730,159Internet revenue 2,040,649 1,903,162Nonregulated sale and lease revenue 1,225,864 1,140,325• Total operating revenues 20,206,699 20,773,646Operating ExpensesPlant specific operations 4,805,187 4,694,253Plant nonspecific operations 1,660,870 1,760,152Depreciation 4,975,215 4,847,083Customer operations 1,268,547 1,264,839Corporate operations 2,336,658 2,177,081Operating taxes, other 237,372 253,467Telecom operating expenses 15,283,849 14,996,875Internet expenses 1,189,514 1,117,627Nonregulated sale and lease expense 1,626,538 1,502,413• Total operating expense 18,099,901 17,616,915Net Operating Margin 2,106,798 3,156,731Nonoperating Margin (Loss)Interest income 698,161 587,780Dividend income 3,978,106 2,698,339Amortization of plant adjustment - (222,328)AFUDC 55,083 10,190Equity earnings 15,467,351 10,686,550Other nonoperating expense (38,821) (55,280)• Net nonoperating margin 20,159,880 13,705,251Net Margin Before Interest and Income Taxes 22,266,678 16,861,982Interest Expense and Related Items 337,667 415,333Net Margin Before Income Taxes 21,929,011 16,446,649Provision for Income Taxes 4,084,894 2,947,050Net Margin $ 17,844,117 $ 13,499,599AuDIT REPORT • EIDEBAILLY LLP, CERTIFIED PuBLIC ACCOuNTANTS & CONSuLTANTSEide Bailly, llP issued their opinion on our financial statements that based on their audit and the report of other auditors, the financialstatements present fairly, in all material respects, the financial position of West River Telecommunications Cooperative as of December 31,2012 and 2011, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generallyaccepted in the United States of America. The above information was taken from the audited financial statements. Audited financial statementsand their opinion is on file at the Cooperatives office. EIDE BAILLY LLP • April 26, 2013 Sioux Falls, SD8

WRT EmployeesJodi AipperspachCustomer Service Rep.Vaughn AndersonInternet Data TechJoe BauerInstaller - MobridgeLoretta BeckmanExecutive Assistant15 Years of ServiceTom BeeryComb. Tech - Hazen35 Years of ServiceDarrell BelisleComb. Tech - Turtle lake30 Years of ServiceJordan BergInstaller - HazenCasey BlohmInstaller - Hazen5 Years of ServiceRockne BonsnessSales RepresentativeLasy BoschPersonnel Director/Safety CoordinatorShirley BreimeierCABS CoordinatorFrankie BuchertOSP Clerk15 Years of ServiceSheldon DacarInternet Data TechTravis DavenportInstaller - MclaughlinRandy DavisComb. Tech - New SalemMike DegensteinComb. Tech - BeulahTrista DewittCustomer Service Rep.Lanet DuncanCustomer Service Rep.Riley EideInternet Data TechDuane EllweinComb. Tech - Hazen9Proudly Serving You Since 1952

We Are Technology • from the field to your familyMark FeistPurchasing AgentBob FitzgeraldConstructionRoxanne GeurtsCustomer Service Rep.10 Years of ServiceLaMar GoetzComb. Tech - WashburnTani GoodwinOffice AccountantJerry GraffComb. Tech - Mobridge15 Years of ServiceKim GragerCustomer Service Rep.Tyson GrinsteinnerInternet Data Tech5 Years of ServiceJackson HagenComb. Tech - Turtle lakeAllen HaiderOSP Facilities Asst. Mgr20 Years of ServiceKip HammargrenCO/Network TechJeff HansonComb. Tech - WashburnJeff HaydenComputer Programmer30 Years of ServiceTom HierComb. Tech - Glen UllinStacy HintzOSP ClerkJulie HochsprungCustomer Service Rep.Bev HuberAccounting Manager25 Years of ServiceTom IversonComb. Tech - ElginTim JohnsonI&R ManagerSteven KnudsonRight-of-Way Agent10

WRT EmployeesBeth KrauseMarketing Manager15 Years of ServiceBonnie KrauseCEO/GM35 Years of ServiceJerry LangBuilding Maint. Rep.Cheryl LazierOSP ClerkTrent LeapaldtInternet Data TechDarren LeierInstaller - HazenCorey LeintzPayroll/Plant AccountantBlaine LemerPlant ManagerKelly MaasComb. Tech - Hazen25 Years of ServiceEvan MartinInstaller - BeulahAllan MautzConstructionBlair MeierOSP Facilities ManagerRobert MettlerCO/Network TechDevon MittleiderCO/Network TechBruce MohlPlant AccountantDebbie MorastCustomer Service Rep.Jody MurschelCO/Network TechTodd MurschelCO/Network TechJarett OppInstaller - CenterDonna quastCustomer Service Rep.11Voice • Data • Wireless • Security • Monitoring

We Are Technology • from the field to your familyPhil quastCO/Network Tech10 Years of ServiceShannon AasethPlant ClerkJacob ReinhardtConstructionLisa RottCustomer Service Rep.Sharon SchmaltzCashier/ReceptionistRanae SchmidtCustomer ServiceManagerJane SchrammAccountant/APShannon SilbernagelCustomer Service Rep.Rod SilvaInstaller - Fort YatesCraig SmithCO/Network ManagerMarty StambachInstaller - MclaughlinMarsha SwansonAccounting ClerkAaron WickCO/Network TechGene WolfCO/Network Tech35 Years of ServiceWRT Mission StatementWRT will provide affordable technology solutions that enhance the quality of lifefor all of our customers and communities.We will foster a workplace environment where OuR EMPLOYEESsupport and affirm meeting these goals.In all endeavors we will be HONEST with those we deal withand provide our services with integrity.As a result WRT will remain relevant, FINANCIAllY STABlEand atechnology leader.12

ThaNk You for choosing services from WRT!Thank You for Choosing Us!As a Cooperative, we believe it’s our privilege to serve you - our members & neighbors.We have a long history of providing service in North Dakota & South Dakota. We live in the same communities,enjoy the same reliable, dependable services and invest our time and talents to being good neighbors.Thank you for your confidence in our ability to serve you!CAll AnYWHERE in WRT’s 8,373 square mile service area for FREE& never worry about using up your minutes!From McClusky, ND to Mobridge, SD - talk all you want and never pay any additional fees for localcalling throughout WRT’s entire 8,373 square mile service area!Our digital voice phone service offers great quality & reliability. Opt to be included in our printed &/or online phonebook for FREE. WRT’s phone service is a safety feature no home or business should be without.Assistance programs availableWE ARE TECHnOlOGY!WRT’s Enhanced Internet Service offers you reliable High Speed Internet service plus top-rated techsupport to ensure you have the best internet experience!EnjoyUNlIMITED in-store help, online chats, remote and. phone support. Our trained local technicianswill even help setup and sync your new laptop, tablet/iPad, wireless printer, game systems (Wii, Xbox, PS3, etc.), Blu-ray,internet TV, smartphone, and more.Plus we can help clean up your computer, including temporary internet files, unused start up apps, malware & spywarescans. All this, plus faster speeds, customized parental controls and free modem/installation for new customers.SAFETY. Independence. 24 Hour Assistance. Peace of mind.Get help at the push of a button with your landline phone and WRT’s Personal Safety Assistant.Our Personal Emergency Response System (PERS) features certified 24 hour assistance that contactsyour customized response list - choose family, friends, neighbors &/or emergency services.The “talking” 2-way voice transmitter is water resistant and can be worn as a pendant, on your wrist or belt clip.13Voice • Data • Wireless • Security • Monitoring

We Are Technology • from the field to your familySECuRITY & MOnITORInG FROM A lOCAl PROvIdER YOu KnOW & TRuST!Protect your home &/or small business with WRT’s Monitoring & Security. Our customized systemsoffer 24 hour monitoring and many options to help give you added peace of mind.Choose from basic security packages, cameras and numerous environmental sensors like smoke, carbonmonoxide, water, etc. We can also set up interactive automated controls that work with your thermostat, lights, locksand more.A trained WRT technician will work with you to customize our system to meet your needs, plus provide onsite trainingto ensure your safety and peace of mind.We can help you keep an eye on your home, calving barn, business and more - from your computer or wireless phone.Authorized vERIzOn WIRElESS Agent in north dakotaWRT offers personalized help selecting the best Verizon Wireless phone and plan for you. Stop by ourHazen office to see our full display of cell phones, smartphones, iPhones, accessories and more.Plus if you have WRT internet - we help sync your smartphone!BEInG A MEMBER OF WRT REAllY PAYS!WRT members earn capital credits each year for the money spent with WRT.Customers have received at least 10% back for the past several years. Whether you’ve been with WRT1 year or 50 years, you benefit from being a member and receive a WRT CASHBACK check.It really does PAY to be with WRT!WRT Customers received 10% CASHBACK based on $8,616,394 from 2012 Patronage14

We Are Technology • from the field to your familymEnhanced INTERNET SERVICEFREE Modem, Installation &Unlimited Tech Support24 Hour Monitoring ServiceCustom SECURITY Systems &Personal SAFETY AssistanceDigital VOICEUnlimited local Calling &Custom Calling FeaturesVerizon WIRELESS(Hazen Office only)WRT • Po Box 467 • hazen ND 58545 • 701.748.2211 • www.westriv.com