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RECORD OF PROCEEDINGS ANNUAL MEETING OF STOCKHOLDERS of OGILVY IRRIGAtING AND LAND COMPANY December 10, 2002 The annual meeting of stockholders of OGIL VY IRRIGATING AND LAND COMPANY was held Tuesday, December 10,2002, in the fifth floor meeting room of the Bank One Building, Greeley, Colorado, beginning at approximately 1:30 p,m. pursuant to call and notice. It was determined that there were 139 shares represented by proxy and 123 shares represented in person, making a total of262 shares. President Jack Holman declared a quorum present and called the meeting to order. The secretary read the minutes of the previous annual meeting of stockholders and highlights from the board meeting held during the past year. A motion was made by Don Wacker, seconded by Jim Holman to approve the minutes as read. The motion carried. A copy of the receipts and disbursements was given to each person attending the meeting and after discussion, a motion was made by Reinhold Wacker, seconded by Loren Cockroft, to approve the receipts and disbursements. The motion carried. There was a discussion regarding Highway 37 being widened and the bridge being redone. The work should be completed within the next week or two. Jack Holman attended the Central Colorado Water meeting and they do not have enough water to run wells and may not have enough water to run them next year. This is a very difficult time because of the shortage of water. Jack also attended the Poudre Water User's Association meeting and they are in good shape to keep wells running that are in their association. They do have requests from people who have wells under GASP who want to be with Poudre Water User's Association, however, they are not taking any new wells at this time. A discussion was held with regard to the boat club lease at Seeley Lake. The lease will expire in April of2003. The fee has been $6,000.00 per year and it was recommended we increase the fee. A motion was made by Scott Cockroft, seconded by Bonnie McClure to have a five year lease at $10,000.00 per year for the first three years and $12,000.00 per year for the remaining two years. The motion carried. ., There was a discussion with regard to the ditch rider trying to regulate water last year. We need to put in weirs in a few places. There is concern regarding wastewater, and it was decided we should have the company attorney write a letter to some shareholders. There was a discussion whether shares of water may be purchased by someone other than landowner on ditch. Jack Holman will check into that. Jack Holman asked for new business. The river commissioner has been wanting us to build spillway on Seeley Lake. Since we replaced pipe, Mike Cola requested that we redo headgate and that will be the expensive part ofproject. The engineers came up with construction of gate, pipe and spillway to be $239,000.00. Plans will now be submitted to the contractor. With regard to assessments, after discussion, it was determined to increase the assessment to $140.00 per share. Of that amount, $40.00 will be identified for work being done at Seeley Lake. A motion was made by Scott Cockroft, seconded by Bonnie McClure to increase the assessments for 2003 to $140.00 per share, of which amount $40.00 will be set aside for the work at Seeley Lake. The motion carried. A motion was made by Reinhold Wacker, seconded by Jim Holman, to retain the same directors as the past year. The directors are Jack Holman, Don Wacker, Harold Wacker, Scott Cockroft and William Burnett. There being no further business to come before the meeting, a motion was made by Jim Holman, seconded by Reinhold Wacker, to adjourn the meeting at approximately 2:45 p.m. a~) ~undson, Secretary