ALLETE,
INC.
ANNUAL
MEETING OF SHAREHOLDERS
Tuesday,
May 12, 2009
10:30
a.m.
DULUTH ENTERTAINMENT
CONVENTION
CENTER
Lake
Superior Ballroom
350
Harbor Drive
Duluth,
MN
ALLETE,
Inc.
30
West Superior Street
Duluth, Minnesota
55802-2093 proxy
This
proxy is solicited by the Board of Directors for use at the Annual Meeting on
May 12, 2009.
Donald J.
Shippar and Deborah A. Amberg, or either of them, with power of substitution,
are hereby appointed Proxies of the undersigned to vote all shares of ALLETE,
Inc. stock owned by the undersigned at the Annual Meeting of Shareholders to be
held in the Lake Superior Ballroom of the Duluth Entertainment Convention
Center, 350 Harbor Drive, Duluth, Minnesota, at 10:30 a.m. on Tuesday, May 12,
2009, or any adjournments thereof, with respect to the election of Directors,
ratification of the appointment of an independent registered public accounting
firm, amending Article III of ALLETE’s Amended and Restated Articles of
Incorporation to increase the amount of authorized capital stock and common
stock, deleting Article V of ALLETE’s Amended and Restated Articles of
Incorporation to remove the names and places of residence of the Board of
Directors named therein, and any other matters as may properly come before the
meeting.
This Proxy confers authority to vote
each proposal listed on the other side unless otherwise indicated. If any
other business is transacted at said meeting, this Proxy shall be voted in
accordance with the best judgment of the Proxies. The Board of Directors
recommends a vote “FOR” each of the listed proposals. This Proxy is solicited on
behalf of the Board of Directors of ALLETE, Inc., and may be revoked prior to
its exercise. Please mark,
sign, date and return this Proxy Card using the enclosed envelope.
Alternatively, authorize the above-named Proxies to vote the shares represented
on this Proxy Card by phone or online as described on the other side.
Shares cannot be voted unless these instructions are followed, or other specific
arrangements are made to have the shares represented at the meeting. By
responding promptly, you may help save the costs of additional Proxy
solicitations.
See
reverse for voting instructions.
COMPANY #
Vote
by Internet, Telephone or Mail
24
Hours a Day, 7 Days a Week
Your
phone or Internet vote authorizes the named proxies
to vote your shares in the same manner as if you marked, signed and returned
your proxy card.
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:
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INTERNET –
www.ematerials.com/ale
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Use
the Internet to vote your proxy until 12:00 p.m. (CT) on May 11,
2009.
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(
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PHONE –
1-800-560-1965
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Use
a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on May 11,
2009.
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*
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Mail – Mark, sign and
date your proxy card and return it in the postage-paid envelope
provided.
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If
you vote your proxy by Internet or by Telephone, you do NOT need to mail back
your Voting Instruction Card.
TO
VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS
BELOW,
SIMPLY
SIGN, DATE, AND RETURN THIS PROXY CARD.
The
Board of Directors Recommends a Vote FOR Items 1, 2, 3 and
4.
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1.
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Election
of directors:
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01
Brekken
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05
Ludlow
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09
Rodman
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□ Vote
FOR
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□ Vote
WITHHELD
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02
Eddins
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06
Mayer
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10
Shippar
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all
nominees
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from
all nominees
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03
Emery
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07
Neve
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11
Stender
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04
Hoolihan
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08
Rajala
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(Instructions: To withhold authority to vote for any indicated nominee,
write
the number(s) of the nominee(s) in the box provided to the right.)
2. Ratification of
the appointment of PricewaterhouseCoopers LLP as ALLETE’s independent registered
public accounting firm. □For □Against □Abstain
3. Amend Article
III of ALLETE’s Amended and Restated Articles of Incorporation to increase the
amount of authorized capital stock and common stock of the
Company. □For □Against □Abstain
4. Delete Article V
of ALLETE’s Amended and Restated Articles of Incorporation to remove the names
and places of residence of the Board of Directors named
therein. □For □Against □Abstain
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS
GIVEN, WILL BE VOTED FOR EACH
PROPOSAL.
Address Change? Mark Box □ Indicate changes below:
Date _____________________________________
Signature(s)
in Box
Please
sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all
persons should sign. Trustees, administrators, etc., should include title
and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy.