NOTICE OF 2017 ANNUAL MEETING AND PROXY STATEMENT

Transcription

1 NOTICE OF 2017 ANNUAL MEETING AND PROXY STATEMENT R

2 Table of Contents Notice of 2017 Annual Meeting...2 Purpose of the annual meeting...2 Voting and Attendance...2 Who can vote?...2 Voting by proxy...2 Challenges to proxies...2 Proxy deadline...2 Proxy Statement...3 General Information...3 How many votes do I have for election of directors?...3 How do I vote?...3 Can someone else vote my shares?...3 What is the difference between directed voting and undirected voting for election of directors?...3 Directed Voting...3 Undirected Voting...3 Electronic Voting Instructions...4 Questions...6 How do I revoke my proxy?...6 Election of s...7 Nominating procedure...7 How are candidates elected?...7 What is rural representation?...7 Challenging a candidate s urban or rural status...7 Additional Information...7 Proxy solicitation expenses...7 Number of shares eligible to vote...7 Candidates...8 s whose terms continue through s whose terms continue through s whose terms continue through rs and s Leadership structure Policy on compensation of directors Corporate officer disclosures attendance Compensation of officers and directors Finance Principal Accountant Annual Meeting Additional Business Matters Glossary of Terms How to Read the Financial Statements PRIZES! Shareholders who submit their paper proxy or eproxy by the appropriate deadline are eligible for early bird and annual meeting prizes. Early bird prizes 1 $2,500 2 $1,500 3 $1,000 4 $500 6 $250 Plus 10 eproxy prizes of $100 each! Early bird prize deadline is Friday, February 17, 2017, at 5 p.m. Alaska Standard Time. To be eligible for prizes, you must submit your paper proxy or eproxy by this deadline. Annual meeting prizes 1 $3,000 1 $2,000 1 $1,000 4 $500 Annual meeting prize deadline is Tuesday, March 14, 2017, at 5 p.m. Alaska Daylight Time. To be eligible for annual meeting prizes, you must submit your paper proxy or eproxy by this deadline OR register to vote at the annual meeting.

3 Notice of 2017 Annual Meeting The annual meeting of the shareholders of will be held on Friday, March 17, 2017, at the Westmark Fairbanks Hotel, 813 Noble Street, Fairbanks, Alaska. Doors will open at 8 a.m. and the meeting will be called to order at 9 a.m. Purpose of the annual meeting The purposes of this meeting are to: 1. Elect five directors, whose three-year terms will end in 2020; 2. Hear a report on the operations of for the fiscal year ending September 30, 2016; 3. Carry out any other business that may properly be brought up during the annual meeting. Voting and Attendance Who can vote? shareholders and certain descendants of Alaska Natives whose names appear on the stock records of as holders of voting shares by the close of business on Monday, January 16, 2017, ( Record Date ) will be entitled to vote at the annual meeting and any adjournment thereof. Voting stock held by minor shareholders shall be voted by the minor s custodian if the custodian is otherwise qualified to vote. Voting registration is required. Registration options include: Pre-registration on Thursday, March 16, 2017; Chiefs Court,, 1 Doyon Place, Fairbanks, Alaska; 10 a.m. to 3 p.m. Day-of-meeting registration on Friday, March 17, 2017; Westmark Fairbanks Hotel; 8 a.m. to 11 a.m. Shareholders who own non-voting stock are encouraged to attend the meeting but may not vote. Voting by proxy If you cannot attend the meeting, we urge you to vote by proxy. Proxies are necessary to achieve a quorum for the annual meeting. If you vote by proxy and later decide to attend the meeting, you may still vote in person by registering to vote. You may vote by proxy with a paper proxy or online via our electronic (eproxy) system. Please see pages 4 through 6 for instructions on completing an eproxy. See the back of your proxy card for instructions on completing a paper proxy. Proxy deadline March 14, 2017, 5 p.m. Alaska Daylight Time To vote by paper proxy: A proxy card and return envelope has been sent separately to each individual voting shareholder. To make your shares count, please sign, date and return your proxy in the return envelope provided. If you are holding the shares as a custodian for a minor, sign YOUR name and NOT the name of the minor. If you cannot write your name, make your mark and have it witnessed by one person. To vote online via the eproxy system: Visit and log on with (1) your personal identification number (PIN), which is located in the upper right-hand corner of your paper proxy card, and (2) the last four digits of your Social Security number. If you vote by eproxy and later decide to attend the meeting, you may still vote in person by registering to vote. Challenges to proxies Shareholders may, in accordance with the Rules of Election, review submitted proxies and file challenges with the Inspector of Elections on the day of the annual meeting, Friday, March 17, 2017, between the hours of 8 and 11 a.m. at the Westmark Fairbanks Hotel. Dated: January 24, 2017 Aaron M. Schutt President and Chief Executive r Christopher Simon Corporate Secretary All proxies must be received by the Inspector of Elections no later than Tuesday, March 14, 2017, at 5 p.m. Alaska Daylight Time. Proxies received after the deadline will not be voted at the annual meeting. Mail to: Inspector of Elections c/o Cook & Haugeberg LLC CPAs Post Box Fairbanks, AK Hand-deliver to: Inspector of Elections c/o Cook & Haugeberg LLC CPAs 119 N Cushman Street, Suite 300 Fairbanks, AK Complete and submit online: Fax to: Scan and to: proxy@ch-cpa.com

4 Proxy Statement This proxy statement is provided to explain the issues that are expected to come before the shareholders at the 2017 annual meeting, to encourage you to submit your proxy to ensure that a quorum is attained and to help you vote your proxy. The proxy card and eproxy allow your shares to be counted even if you do not attend the meeting. Please read the instructions and the proxy card carefully before signing. Also included in this packet is a copy of the 2016 annual report to shareholders, covering the operations of for the fiscal year ending September 30, Inside you will find consolidated financial statements for and subsidiaries, which were audited by the accounting firm of KPMG LLP. A glossary of terms and a guide to reading the financial statements are included on pages 21 and 22 of this booklet. General Information How many votes do I have for election of directors? The number of shares you have to vote for the election of directors is printed on the upper right-hand corner of your proxy card. There is cumulative voting for the election of directors. You have five votes for each share you own. For example, if you own 100 shares, you have 500 votes to cast for the election of directors. How do I vote? You may cast all of your votes for one candidate or divide your votes among the candidates as you see fit. When marking your paper proxy card or completing an electronic proxy (eproxy) online, please indicate the number of votes you wish to allocate to each candidate. If you place a mark next to the name of one or more candidates on the proxy card, your votes will be divided evenly among those candidates you have selected. The eproxy requires that you type the number of votes you wish to allocate to the candidate(s) of your choosing. Can someone else vote my shares? You can choose to have someone else vote your shares at the annual meeting or an adjournment thereof by completing a proxy. If you choose, the Proxy can vote your shares. The Proxy for the 2017 annual meeting is composed of Jennifer Fate Velaise, Jerry Isaac, Sonta Roach, Christopher Simon and Miranda Wright. If a member of the Proxy is unable to attend the annual meeting or otherwise declines to serve on the Proxy, the committee may select a substitute member. The committee will be responsible for voting your shares according to your instructions. If you do not want the Proxy to vote your shares, you may assign your proxy to another voting shareholder to vote your proxy on your behalf. If you choose to name an individual who is a member of the Proxy, your shares will be voted by that individual and not by the Proxy. If the person you appoint to vote your proxy does not register at the annual meeting, and does not appoint a valid substitute, then the Proxy will vote your proxy in accordance with your instructions. What is the difference between directed voting and undirected voting for election of directors? Directed Voting If you cast your votes for one or more candidates on your proxy, this is directed voting. Undirected Voting If you do not cast your votes for any of the candidates and leave the space blank next to all candidates on your proxy, this is undirected voting and your votes will be voted as follows: If your proxyholder is the Proxy : Your votes will be distributed equally among those candidates listed on the Doyon proxy card. If your proxyholder is an individual shareholder: Your shares will be voted as your designated proxyholder sees fit with the power to cumulate votes (distribute votes at the proxyholder s discretion). 3

5 Electronic Voting Instructions The eproxy is used for all the same purposes as a paper proxy. It will be used by your proxyholder to vote for the directors you have chosen and it is counted for quorum purposes. It will also qualify you for 2017 early bird prizes and annual meeting prizes, if submitted by the appropriate deadlines. If you complete an eproxy, it is not necessary to mail a paper proxy to the tabulators. If you later decide to change your votes, you may log back into the eproxy system and complete the process again or submit a paper proxy to the tabulators. Submitting a new proxy revokes your prior proxy. Please note that your most recently submitted paper proxy or eproxy, if valid, will be counted. Pre-registering to vote the day before the annual meeting on Thursday, March 16, 2017, or registering to vote at the annual meeting on March 17, 2017, revokes your prior proxy. You will need the information on your separately mailed proxy card to vote online using the eproxy system. The eproxy system will be available at from Wednesday, January 25, 2017, until the proxy deadline of 5 p.m. Alaska Daylight Time on Tuesday, March 14, Your seven-digit PIN is independently generated by the tabulating firm of Cook & Haugeberg. Please retain your PIN in case you wish to change your eproxy. To protect the security of your eproxy, we strongly recommend that you do not share your PIN with anyone. If you wish to change your eproxy once you have submitted it, you may do so by logging back into the system. If you have questions regarding your PIN, please call Cook & Haugeberg toll-free at or in Fairbanks. If you need assistance with the eproxy system, please contact Doyon at ext or in Fairbanks. Sign in 1. Open your internet browser and go to 2. Enter your PIN (located on the upper right corner of the paper proxy). 3. Enter the last four digits of your Social Security number. 4. Click the Sign in button and you will automatically go to the next screen if you have entered your credentials correctly. NOTE: If you do not enter your information correctly, an error message will appear. You will be allowed five (5) attempts to enter your sign in information and then you will be directed to contact the tabulators to obtain a new PIN (see contact information under Questions on page 6). Enter your contact information The top of the eproxy shows your shareholder voting information. 1. Please enter a contact phone number. 2. Enter your address. 3. Scroll down to the next section. 4

6 Select your candidates The purpose of the proxy is the election of directors and is explained in this section of the eproxy. The proxy statement provides a list of all candidates and their qualifications (see pages 8 to 14). 1. Enter your votes for the candidates of your choice in the corresponding fields for candidates listed, or enter the names of write-in candidates of your choosing in the fields designated by Use the spaces below for write-in candidates. a. Note that a tally of your total votes is kept electronically in the box to the right of the candidate list. As you enter your votes for candidates, your remaining votes will be shown in this box. If you vote more than your total votes, a red border will appear around the Votes Calculator box. b. If you have voted more than your total votes, an error message will appear and you will be asked to correct your votes. If you vote less than your total number of votes, you will be informed that the votes remaining will be submitted to your proxyholder as undirected. This means your proxyholder will be allowed to vote those undirected votes in the manner they choose, as noted in Figure 4: 2(b) below. 2. Scroll down to the Designate your proxyholder section. Designate your proxyholder The next step to completing your eproxy is to designate your proxyholder. The proxyholder is responsible for voting your shares according to your direction at the annual meeting of shareholders if you will not be at the meeting. 1. You must designate a proxyholder. It can be either: a. The Proxy OR b. A voting shareholder of your choice. 2. Make your choice and click on the Continue button. a. If you wish to have a voting shareholder serve as your proxyholder, enter the full name (first, middle, last, suffix) of the VOTING shareholder you wish to serve as your proxyholder in the field provided. b. Note that undirected proxies received by the Proxy shall be distributed equally among all candidates listed on the proxy card. Undirected proxies received by other proxyholders shall be voted as they see fit with the power to cumulate votes. Review your verification page The information you entered for your eproxy is displayed on the verification page. 1. If you would like to change the information you entered, click Continue Editing and you will be returned to the eproxy form. 2. If you choose not to submit this eproxy, press Cancel and Logout. CAUTION: You will have to log back into the system to submit an eproxy. 3. If you are satisfied with the information you entered for your eproxy, print a copy for your records (see top of verification page for print option). 4. Read the Electronic Signature statement at the bottom of the page. If you agree, enter the last four digits of your Social Security number in the field at the bottom of the page and press Submit. 5

7 View confirmation page Once you have submitted your eproxy, the system will display a page with a confirmation number for you to keep for your reference. Congratulations, you have successfully completed your eproxy. Questions? Regarding the eproxy PIN, call: Cook & Haugeberg, tabulators , outside Fairbanks (U.S. and Canada) , in Fairbanks Regarding the eproxy program, call: Shareholder Records ext. 2040, outside Fairbanks , in Fairbanks How do I revoke my proxy? You may want to revoke your proxy if: 1) you wish to change your vote or 2) you register to vote and attend the annual meeting in person. You can revoke your proxy before or after the proxy deadline of Tuesday, March 14, Before March 14, 2017: The Inspector of Elections must receive a written revocation before 5 p.m. Alaska Daylight Time on Tuesday, March 14, Please mail your proxy card or submit your eproxy online as soon as possible. Your proxy MUST reach the Inspector of Elections by 5 p.m. Alaska Daylight Time on Tuesday, March 14, 2017, to be considered for voting at the meeting. Questions? Call ext toll-free anywhere in the United States. After March 14, 2017: Your proxy will be cancelled if you pre-register to vote the day before the meeting (Thursday, March 16, 2017) or timely register at the annual meeting on Friday, March 17,

8 Election of s Five directors will be elected at the annual meeting for three-year terms ending in 2020 or until their successors are elected and qualified, or they resign or are removed. Nominating procedure Doyon solicits board candidates to fill the expiring seats of directors at Doyon s annual meeting held in March. Solicitation begins in late summer and consists of Doyon newsletter articles, Fairbanks Daily News Miner advertisements, radio/public service announcements, letters to villages and traditional/ira councils and village corporations in the Doyon region, social media postings and Doyon website postings. How are candidates elected? A shareholder shall be elected if he or she receives among the five highest number of votes among the eligible candidates and is qualified in accordance with these Rules, provided that at least two rural directors must be elected in this year s election (see following paragraph on rural representation). What is rural representation? s Articles of Incorporation require rural representation on the board of directors. Rural shareholders are defined in the Articles of Incorporation as those shareholders residing within the Tanana Chiefs Conference Region but outside the Fairbanks North Star Borough. The minimum number of board seats that must be held by shareholders who reside in the rural area is determined by a formula contained in the Articles of Incorporation. Currently, rural directors must hold 30 percent of the 13 board positions or a minimum of four seats. Based on the current and expected number of rural shareholders, two of the five candidates elected at the March 2017 annual meeting are required to be rural shareholders. Challenging a candidate s urban or rural status Shareholders can challenge the urban or rural status of any candidate whose name appears on the proxy card. Challenges must be written and must be received by the Legal Department not later than ten (10) days after the date of mailing of the proxy card to shareholders of record. The Legal Department shall resolve challenges to the urban or rural status of any candidate not later than ten (10) days after receipt of the challenge. All relevant factors will be considered, including but not limited to the location of the candidate s home or homes and the amount of time spent at each residence location, the candidate s place and nature of employment, where the candidate s spouse maintains a principal place of abode, where the candidate s dependent children are enrolled in school, and where the candidate is registered to vote. Additional Information Proxy solicitation expenses The expense of this solicitation of proxies, including the cost of preparing, printing and mailing the Notice of Meeting and proxy material, has been paid by Doyon, Limited. Solicitations will be made by United States mail except that directors, officers and candidates may make solicitations of proxies by telephone, , in writing or in person. Apart from costs of postage, mailing, advertising, printing, fees or expenses of the Election Inspector, Parliamentarian and Election Tabulators, and the salaries and wages of regular employees, all of which would normally be expended on the annual meeting in order that a quorum be represented, proxy solicitation expenses of $10,000 are anticipated by Doyon, including $0 already spent. Candidates may incur additional proxy solicitation expenses on their own and will be responsible for complying with disclosure of such additional proxy solicitation expenses and other matters under the Alaska proxy regulations governing non-board solicitation of proxies. It is Doyon s policy not to reimburse the campaign expenses of candidates for the board of directors. Number of shares eligible to vote By the close of business on January 16, 2017, (Record Day) 1,584, shares of stock of are entitled to vote at the annual meeting. The number of shares eligible to vote may be adjusted depending on the number of shareholders who reach 18 years of age by March 17, The voter registration list, containing the number of shares eligible to vote at the 2017 annual meeting of shareholders, will be available for inspection upon request from the Legal Department by Friday, February 24,

9 Candidates (* = incumbent) Percy Herbert (rural), 70, lives in Fort Yukon and Fairbanks, Alaska. He is retired and previously was employed as a laborer. Herbert is a Vietnam veteran. He has a bachelor s degree in psychology and an associate s degree in counseling from the University of Alaska. He was convicted in 2009 of refusal to submit to chemical test. (Disclosure required under 3 AAC Board Solicitations) I would like to run because I would like to hire professional people who will make money for the shareholders. I would like to put in a system where shareholders are the first to get hired. I would like 80 percent shareholders working in a Doyon company. I would make it a requirement for the Doyon board of directors to research in companies so we can invest wisely and make money. Some people are one pay in Doyon because we re not making a profit. Orie G. Williams* (urban), 71, is retired and lives in Anchorage, Alaska and Zihuatanejo, Mexico. Williams was elected to the Doyon, Limited board of directors in March 2008 and re-elected in 2011 and again in Williams previously served on the board of directors from 1978 to 1984, holding the offices of vice president, chair and vice chair. He currently serves on the shareholder relations committee and on the Doyon Natural Resources Development Corporation board. He previously served as the chairman of the Doyon board and on the Doyon executive committee. He chaired the boards of Doyon Oil Field Services, Inc., Doyon Government Contracting, Inc., Doyon Natural Resources Development Corporation and Doyon Tourism, Inc. Williams served as president/ceo of and its Family of Companies from 2002 to He has an extensive business background and was previously employed as the executive vice president of the Yukon Kuskokwim Health Corporation; as an economic development specialist with the State of Alaska Department of Community and Regional Affairs; and as president of Toghotthele Corporation (Nenana village corporation) and its subsidiaries. Williams previously owned construction and consulting companies and A to Z Business Services. Williams attended Nenana Public School, graduated from Lathrop High School, and attended the University of Alaska Fairbanks and Skadron College of Business in California. He has attended numerous professional workshops and holds an economic development and financial professional certification. Williams is married to Phyllis and they have five children and six grandchildren. Williams was convicted in 2016 of DUI. (Disclosure required under 3 AAC Board Solicitations) Williams attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended four meetings) for an aggregate attendance of 100 percent during the past year. With the Creator s guidance: I shall use my extensive business and community service background and experience to help set realistic business and social goals. Along with the full board of directors, I will guide and give measureable direction to Doyon s president. With your support and vote, I shall continue to help and its family of companies achieve the greatest profit, educational and employment opportunities, and shareholder dividends. Amen. 3/14/08 present; 3/18/78 3/17/84 Shareholder Relations, 4/30/16 present man 5/23/80 3/20/81; 3/19/10 3/18/16 President and CEO Executive, Executive, Lands and Resources, Finance and Investment, 3/19/10 3/16/16 3/19/10 3/16/16 4/30/09 5/21/10 5/2/08 4/30/09 2/18/02 12/20/07 Vice- 3/20/81 3/17/84 Vice President 4/13/78 6/2/80 Doyon Services Corp (DSC/DOFS) (now Doyon Oil Field Services, Inc.) 5/25/02 12/20/07; 5/21/10 3/25/16 DSC/DOFS 7/22/10 3/18/16 President DSC/DOFS 4/5/02 12/20/07 Doyon Development Corporation (DDC/DGCI) (now Doyon Government Contracting, Inc.) 7/23/10 3/18/16 Williams continued on page 9 8

10 Candidates (* = incumbent) Williams continued from page 8 DDC/DGCI 6/2/08 12/20/07; 5/2/08 3/25/16 Secretary/ Treasurer DDC/DGCI 7/23/09 7/22/10 President DDC/DGCI 7/19/03 12/20/07; 6/2/08 7/22/09 Doyon Natural Resources Development Corporation (DNRDC) 10/18/10 present; 8/21/10 3/25/16 DNRDC 12/1/10 3/18/16 Doyon Tourism, Inc. (DTI) 5/25/02 12/20/07; 5/21/10 11/13/15 DTI 6/25/10 11/13/15 President DTI 6/9/02 12/20/07 Doyon Drilling, Inc. (DDI) 5/25/02 12/20/07; 5/21/10 10/26/10 DDI 5/25/10 10/26/10 President DDI 2/16/02 12/20/07 Doyon Properties, Inc. (DPI) 5/25/02 12/20/07; 5/21/10 10/17/10 DPI 5/25/10 10/17/10 President DPI 2/22/02 12/20/07 Doyon Communications, Inc. (DCI) 5/25/02 11/19/07 President DCI 2/15/02 11/19/07 Pollack PJ Simon, Jr.* (urban), 45, lives in Fairbanks, Alaska. He serves as the first chief and is a political advocate for the Allakaket Tribe. He was elected to the board of directors in March He serves as vice chair and on the executive and finance committees. He serves as a board member and secretary on the Doyon Oil Field Services, Inc. board. Simon serves on the Hunting, Fishing and Gathering Task Force and as a board member for Bureau of Land Management Alaska Resource Advisory Council. Simon is a Class A assistant guide and is working towards his registered big game guide license. He is a plumber apprentice with over 6,000 hours attained. As a professional trapper, hunter and fisherman, he has taught wolf-trapping classes to local villages and school kids. Simon was an owner of his own big game transport business and also worked as an assistant big game guide. He serves as secretary/treasurer on the Tanana Chiefs Conference (TCC) executive board. Simon previously served on the shareholder relations committee and NAHASDA committee. He previously served on the Chena Bingo Board and the TCC Advocacy. He previously served on the Alaska Department of Environmental Conservation Water and Sewer Focus Group. He served as a TCC alternate to the Alaska Federation of Natives board of directors. Simon founded the nonprofit group Friends of Moose. He starred on an Animal Planet TV show. Simon enjoys occasionally serving as a radio broadcaster. He advocates locally, statewide and nationally on Native and rural issues. 9 Simon attended 88 percent of board meetings (attended seven of eight meetings) and 100 percent of committee meetings (attended five meetings) for an aggregate attendance of 94 percent during the past year. I wish to serve as a Doyon board of director because I feel that I have what it takes to work well with other board members and administration in a positive fashion for the greater good of Doyon shareholders. I advocate for shareholder hire, retention and promotion. We have all the human resources within our shareholder base to fill our employee needs and still be a very strong corporation. To me it is an honor to serve! Giving an opportunity to shareholders so they will prosper is the right thing to do; we all win and those that make the timely sacrifice only set the bar higher for others. That is how we become strong people. I always say, be fair, be honest and be strong! 3/14/14 present Vice 3/23/16 present Board Representative Executive, Finance, Shareholder Relations, 3/23/16 present 4/30/16 present 5/3/14 4/30/16 NAHASDA 5/3/14 5/2/15 Hunting, Fishing, Gathering Task Force, Tanana Chiefs Conference Doyon Oil Field Services, Inc. (DOFS) 5/2/15 present 5/3/14 present Secretary DOFS 7/21/16 present Roustabout/ Floors Doyon Natural Resources Development Corporation 5/3/14 4/30/16 Doyon Drilling, Inc

11 Candidates (* = incumbent) Esther McCarty* (rural), 68, lives in Ruby, Alaska, where she is co-owner and co-manager of McCarty s Services Store. She works as the finance director for the Ruby Tribal Council. McCarty was previously employed as the office manager and accountant for the Dineega Corporation (Ruby village corporation) and Dineega Fuel Company. She serves on Doyon s finance committee and is a member of the Doyon Government Contracting, Inc. board. McCarty has served on the K oyitl ots ina, Limited village corporation board from 1980 to 2007 and from 2010 to present. She is secretary/ treasurer of SOOS Holding Company, LLC, and director and vice chair of Yukon Fire Protection Services, Inc. She previously served as president/chair and secretary of K oyitl ots ina, Limited; on the Control Contractors, Inc. board as secretary; as vice president and secretary/ treasurer of Brooks Range Contract Services, Inc.; vice president of KCorp Technology Services, Inc.; and on the Hadodleekkaak at, Inc. (Hughes village corporation) board. McCarty earned an associate s degree in accounting in 1986 from a Scranton, Pennsylvania correspondence school. She earned a certificate as a Native language teacher in 2004 and an associate s degree in applied science Native language education in 2006, both from the University of Alaska Fairbanks. She was named an Athabascan Treasure in the Doyon region in 2010 by the Alaska State Council on the Arts for her efforts in teaching the Koyukon Athabascan (Denaakk e) language and for making memorial potlatch songs. McCarty attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended six meetings) for an aggregate attendance of 100 percent during the past year. I humbly ask for your vote. I have over 43 years of experience in working with village corporations and now with since I have much to offer. I understand profit-making businesses like Doyon, and look forward to the work ahead. With the down oil industry, it is a challenge to seek other avenues for revenue and I enjoy being a part of these discussions. I also understand our traditional values, having been raised in a very strong traditional atmosphere, which is also critical to the wellbeing of. I was taught at a very early age to work hard and care for those around me. Our shareholders must have the opportunities within Doyon and its family of companies to be hired, promoted and retained. It would be a great honor to continue to serve you, the shareholders. Enaa baasee. 3/18/11 present Finance, Finance and Investment, Budget and Audit, 5/2/15 present 5/7/11 5/2/15 5/5/12 5/2/15 Doyon Government Contracting, Inc. 6/25/15 present Secretary/ Treasurer Doyon Natural Resources Development Corporation (DNRDC) 5/7/11 4/30/16 DNRDC 7/31/15 4/30/16 Shirley Cleaver (rural), 40, lives in Galena, Alaska. She is an entrepreneur and manages Yukon Alaska Enterprise in Galena. She operates a coffee shop and a bed and breakfast. Cleaver serves as president of the consortium for the Yukon Koyukuk Elder Assisted Living Facility and volunteers at the Facility. She serves as treasurer and as a volunteer for Galena Search and Rescue. She is a Eucharistic minister for St. John Catholic Church. Cleaver served as a director for Gana-A Yoo, Limited and as treasurer of Louden Tribal Council. She served on the board of directors from 2013 to She served on the NAHASDA committee and shareholder relations committee. Cleaver also served on the Doyon Oil Field Services, Inc. board. She worked as an administrative/ commissary clerk for Doyon Universal Services, LLC and as an intern/office assistant for Doyon Drilling, Inc. Cleaver received her bachelor s of business administration for management from the University of Alaska Anchorage in 2000 and her master s of business administration from the University of Alaska Southeast in She graduated from Doyon Management Training in May She is related (sister) to board of director Erica Frankson. The culture of the Athabascan people has always been the underlying foundation in my life. Living in rural Alaska is where my passions lie, as I strive to represent Cleaver continued on page 11 10

12 Candidates (* = incumbent) Cleaver continued from page 10 the value of our villages while renewing energy in our young shareholders. Above and beyond my extensive educational background, owning and operating businesses within my village provides me the tools required for working successfully with the teams at. I have the willingness to positively engage in the overall operations and businesses within the Family of Companies. I possess the leadership skills and determination necessary to serve the shareholders of Doyon. I humbly ask your support for the board of directors. I will bring innovative perspectives and ensure new endeavors are reviewed by the board while continuing to focus on the value of our villages along with working to build a brighter future for our young shareholders. Ena Basee 3/15/13 3/18/16 Shareholder Relations, NAHASDA, 5/2/15 3/18/16 4/27/13 5/2/15 Doyon Oil Field Services, Inc. 4/27/13 3/18/16 Administrative/ Commissary Clerk Doyon Universal Services, LLC 2/01 7/05 Intern/ Assistant Doyon Drilling, Inc. 10/97 5/98 Georgianna Lincoln* (urban), 73, originally from Rampart, resides in Anchorage, Alaska and has been a board member since Lincoln served as chairwoman from March 2005 to March 2008, serving as chair of all Doyon subsidiaries. She currently serves on Doyon s executive committee and on the Doyon Oil Field Services, Inc. board, in addition to being Doyon s representative on the Alaska Federation of Natives board of directors. Lincoln is one of nine trustees for First Alaskans Institute and a former Alaska Native Heritage Center board member. Lincoln retired in 2005 from the Alaska State Senate, having served 14 years in the Alaska Legislature and on many state boards and commissions. She is the only Alaska Native woman ever elected to the Alaska State Senate. Her numerous positions include serving as executive director of Fairbanks Native Association in its early formative years, as well as director of programs for Tanana Chiefs Conference. She previously served as a director on the Alaska Native Heritage Board, United Bank of Alaska, Alaska Native Health Board, National Indian Health Board, and National Indian Women s Association. She is most proud of her two adult children, Gidget Lincoln and Sean Lincoln, and is a grandmother of nine grandchildren. Lincoln attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended six meetings) for an aggregate attendance of 100 percent during the past year. Through my participation on the Doyon board, subsidiaries and committees, I have NEVER stopped loving to serve you, our shareholders. I take the director position seriously. You elected me as a youngster at the age of 33, and now 40 years later at the age of 73 an elder! I promise to ALWAYS keep you, our shareholders, in mind as I make these critical decisions that shape our future. We must be vigilant in educating our shareholders to meet the demands of the future, whether that is through higher education or technical training. After all, our youth truly are our future. I am so honored and humbled you have voted for me in the past and I appreciate your vote for me to continue to be your voice on the Doyon board of directors. Anaa Basee. 3/20/76 present Doyon Representative Executive, Alaska Federation of Natives Finance, 4/30/16 present 4/30/09 present 5/2/15 4/30/16 Lincoln continued on page 12 11

13 Candidates (* = incumbent) Lincoln continued from page 11 Finance and Investment, Investment, Budget and Audit, Shareholder Relations, 5/2/08 5/3/14 5/4/91 6/8/96 6/8/96 5/20/00 5/20/00 5/7/05 3/18/05 3/14/08 Secretary 4/13/78 3/20/81; 3/14/86 3/15/96 Ad Hoc Bylaw and Article Review, Doyon Services Corp (now Doyon Oil Field Sevices, Inc.) (DSC/DOFS) 5/20/00 1/01 4/30/16 present; 5/7/05 5/2/08 DSC/DOFS 5/18/05 5/2/08 Doyon Development Corporation (now Doyon Government Contracting, Inc.) (DDC/DGCI) 5/7/05 4/2/08; 5/2/08 4/30/16 Secretary DDC/DGCI /23/09 DDC/DGCI 9/16/05 4/2/08 Doyon Tourism, Inc. (DTI) 5/7/05 5/2/08 DTI 5/18/05 5/2/08 Doyon Communications, Inc. 5/7/05 11/19/07 (DCI) DCI 5/18/05 11/19/07 Doyon Drilling, Inc. (DDI) 5/31/97 5/2/08 DDI 6/3/05 5/2/08 Doyon Properties, Inc. (DPI) 5/7/05 4/30/09 DPI 5/18/05 5/2/08 Doyon Foundation Benno Cleveland (urban), 66, lives in Fairbanks, Alaska. Cleveland completed a pipefitter apprenticeship in 1978, and previously worked as a pipefitter with Doyon Utilities, LLC from August 2008 to October He currently serves as the chair of Midnight Sun Intertribal Powwow, department commander of the Military Order of Purple Hearts, vice chair of the Alaska Native Veterans Council, and president of the Alaska Native Veterans Association. Cleveland was appointed to the Veteran s Administration s Advisory for Minority Veterans. He previously served as president of the Alaska Native Veterans Association from , and department commander of the Military Order of Purple Hearts from Cleveland received the Richard Frank Military Service Award from in 2014 and the Alaska Federation of Natives Gin Tith (Richard Frank) Military Service Award in To learn the inner workings of the corporation and to be of better service to and its members. Richard Thomas (rural), 52, lives in Tanacross, Alaska. He serves on the Tanacross Village Council and previously worked as a motorman for Doyon Drilling, Inc. He attended Tok School. He received emergency firefighting crew boss training. Thomas obtained heavy equipment operator training from West Coast Training in Portland, Oregon. He attended several other job-related trainings. Thomas is a member of the Tok School parent advisory council and the Tok Dog Mushers Association. Our land is very important. We will need to educate our kids to hang on to it and use and respect it. Education is very important to me, although we need to continue to hang onto our culture (language, land use, subsistence, etc.). Employment is a plus for all communities. Making the right decision for higher dividends is a plus also. We have to educate our shareholders on voting rights and stress how important it is to vote. I am a team player. I look forward to working with urban residents. I feel I am a good listener, learn quickly and communicate well with others. Therefore I feel with my education and experience Doyon will benefit. To hear your concerns and ideas or complaints, I will need your vote. I look forward to serving all Doyon shareholders. 12

14 Candidates (* = incumbent) Victor Nicholas* (rural), 71, lives in Nulato, Alaska. Nicholas has served on the Doyon, Limited board of directors since 2002, and previously served from 1998 to He currently serves on the finance committee, the Doyon Foundation board and the Doyon Government Contracting, Inc. board. He previously served on the Gana-A Yoo board, local Nulato school board, regional school board, and Tanana Chiefs Conference executive board, and is a former chief and mayor for the village of Nulato. He was the owner of a general merchandise and grocery store in Nulato, and is a commercial pilot. He graduated from Copper Valley School and received an associate s degree in aviation from Sheldon Jackson College. Nicholas attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended three meetings) for an aggregate attendance of 100 percent during the past year. I have 30+ years of business experience. I have served on the Doyon board for over 17 years and have both the time and experience to continue to serve the shareholders and our companies. I owned two grocery stores, one in Kaltag and one in Nulato. I owned an air taxi service based in Nulato. I fished commercially for three years. I served as mayor for the city of Nulato, Nulato city council member, Nulato village chief and tribal council member. I served on the Tanana Chiefs Conference executive board. I was a career counselor for the Yukon Koyukuk School District for two years, serving the entire school district. I worked in the Nulato city water plant before moving to Nulato in I flew airplanes for Harold s Air Service and Galena Air Service. I lived and worked in Fairbanks and Galena as a fire control aid and as a smokejumper. 3/15/02 present; 3/20/98 3/16/01 Finance, 4/30/16 present Vice 3/19/99 5/19/01; 3/14/08 3/20/09; 3/19/10 3/23/16 Representative Secretary/ Treasurer Secretary/ Treasurer Executive, Finance and Investment, Budget and Audit, Shareholder Relations, NAHASDA, Lands and Resources, Lands and Resources, Ad Hoc Bylaw and Article Review, Hunting, Fishing, Gathering Task Force Board Doyon Services Corp (now Doyon Oil Field Services, Inc.) (DSC/DOFS) 5/7/11 3/23/16 5/20/00 3/16/01; 6/5/04 5/7/05; 5/6/06 5/2/08; 5/21/10 5/2/15 5/25/02 6/5/04; 5/2/08 5/21/10 5/30/98 5/22/00; 5/7/05 5/2/08 5/22/99 3/16/01; 6/5/04 5/6/06; 4/30/09 5/3/14 5/25/02 5/24/03; 5/2/08 4/30/09 10/22/02 5/24/03 5/20/00 1/01 5/2/15 4/30/16 8/15/07 5/2/08; 4/30/09 5/21/10; 8/21/10 5/7/11 DSC/DOFS 8/15/07 2/20/09 Doyon Tourism, Inc. (DTI) 7/28/01 5/7/05; 5/2/08 5/21/10; 5/3/14 11/13/15 DTI 6/9/02 5/7/05 DTI 10/12/01 6/9/02 Doyon Drilling, Inc. 5/21/10 10/27/10 Doyon Properties, Inc. 5/7/05 5/2/08; 4/30/09 5/21/10 Doyon Communications, Inc. 5/24/03 11/19/07 Doyon Foundation 2014 present 13

15 Candidates (* = incumbent) Robert Albert (rural), 51, lives in Koyukuk, Alaska. He graduated from Tanana High School in He is disabled. He serves as the board chair of Interior Regional Housing Authority. Albert serves as a council member and tribal judge for the Native Village of Koyukuk. He serves as a council member for the City of Koyukuk. He also serves as an alternate member for the Yukon River Inter-Tribal Watershed Council. He previously served on the community school committee for the Ella B. Vernetti School in Koyukuk and as board president for Koyukuk Search and Rescue. I know that it is time for a change. We have board members that have been sitting on the board too long. There are a lot of young fresh minds out there and I am one of them. I would like to see the younger generation get more shares and stock with Doyon. I want to see some salary cuts to the big executives and issue larger dividends. I would like to see Doyon help build more homes out in the villages. I will push to do more exploring for minerals in the Doyon region. There are minerals all over our land and the only ones looking for it are prospectors; they don t say a thing and purchase that parcel. We need to protect our waterways from all this run-off flowing into streams, rivers and lakes from mining. s whose terms continue through 2017 Georgianna Lincoln (urban) (See pages 11 and 12) Esther McCarty (rural) (See page 10) Victor Nicholas (rural) (See page 13) Pollack PJ Simon, Jr. (urban) (See page 9) Orie G. Williams (urban) (See pages 8 and 9) Pollack PJ Simon, Jr. was elected in 2014 as a rural candidate. He is now considered an urban candidate based on his current residence in Fairbanks. Each of the above-listed directors biographical information is contained in the Candidates section beginning on page 8. s whose terms continue through 2018 Walter Wally Carlo (urban), 70, of Fairbanks, Alaska, is retired from the International Union of Operating Engineers. He currently serves as emeritus trustee for the Greater Fairbanks Memorial Hospital Foundation and is a board member for the Fairbanks Resource Foundation, which designs, builds and operates homes for the disabled. Carlo served as s property manager from 1989 to He served on the Doyon, Limited board of directors from 1980 to 1989 and 1999 to He has served on the board of directors 2009 to present. Carlo serves as chair of the Doyon board and chairs the Doyon executive committee. He serves as chair of the boards of Doyon Oil Field Services, Inc., Doyon Government Contracting, Inc. and Doyon Natural Resources Development Corporation. Carlo attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended four meetings) for an aggregate attendance of 100 percent during the past year. 3/14/80 3/17/89; 3/19/99 3/14/08; 3/20/09 present 3/18/16 present Executive, Executive, Finance and Investment, Finance and Investment, 4/27/13 present; 5/7/11 5/5/12 3/18/16 present 5/23/03 3/14/08; 4/30/09 5/2/15 6/06 5/08; 8/09 5/10 Carlo continued on page 15 14

16 s whose terms continue through 2018 Carlo continued from page 14 Budget and Audit, Budget and Audit, NAHASDA, Lands and Resources, Lands and Resources, Doyon Services Corp (now Doyon Oil Field Services, Inc.) (DSC/DOFS) 5/22/99 5/23/03; 5/6/06 5/5/07 5/99 5/02; 8/02 5/03 5/7/11 4/27/13 5/20/00 5/7/05 6/9/03 5/7/05 8/21/10 present; 5/22/00 5/21/01 DSC/DOFS 7/21/16 present Secretary/ Treasurer DSC/DOFS 8/24/00 5/21/01 Doyon Government Contracting, Inc. (DGCI) 4/30/16 present DGCI 7/30/16 present Doyon Natural Resources Development Corporation (DNRDC) 4/30/16 present DNRDC 7/29/16 present Doyon Tourism, Inc. (DTI) 5/5/12 11/13/15 Secretary/ DTI 6/20/14 11/13/15 Treasurer Doyon Drilling, Inc. 5/7/05 5/2/08; 4/30/09 5/25/10 Doyon Properties, Inc. (DPI) 5/21/10 10/18/10 Doyon Communications, Inc. 5/21/00 5/7/05 (DCI) Secretary/ Treasurer DCI 9/27/01 5/7/05 President/ man Secretary/ Treasurer Board Property Manager Property Manager Tanana Asbestos Corporation 3/5/82 5/10/84 Tanana Asbestos Corporation 10/2/81 3/5/82 Doyon Foundation 5/2/15 4/30/16 DPI Jennifer Fate Velaise (urban), fifty-five, spends her time in both Fairbanks, Alaska and Los Angeles, California. She was elected to the Doyon, Limited board of directors in 2006, and was re-elected in 2009, 2012 and She serves on the finance committee and the Doyon Government Contracting, Inc. board. She is an independent TV producer and financial investor. She previously produced projects for Bravo, Travel Channel and the British Broadcasting Corporation (BBC). Fate serves as a director for Foster Care Counts in Los Angeles and as a member of Women Corporate s. She previously served as a director for the Pine Ridge School for Girls on the Pine Ridge Indian Reservation. She is a past member and past co-chair of the diversity and multicultural committee for the Center for Early Education in Los Angeles. Fate received her MBA from Stanford Graduate School of Business and her bachelor s degree from Princeton University. 3/17/06 present Finance, Finance and Investment, Budget and Audit, Budget and Audit, Lands and Resources, Doyon Government Contracting, Inc. 5/2/15 present 5/6/06 5/7/11; 5/5/12 5/2/15 5/21/10 5/2/ ; /5/07 5/2/08 5/7/11 present Doyon Tourism, Inc. 5/2/08 5/5/12 Doyon Communications, Inc. (DCI) 5/6/06 11/19/07 Secretary DCI 10/6/06 11/19/07 Fate attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended six meetings) for an aggregate attendance of 100 percent during the past year. 15

17 s whose terms continue through 2018 Erica Frankson (rural), 38, of Galena, Alaska, is a customer service agent for Ravn Alaska. In 2012 she worked as a behavioral health aide for Tanana Chiefs Conference. Frankson received her bachelor s degree in social work from the University of Alaska Anchorage in 2002 and her master s degree in social work from Washington University in St. Louis in She serves on the shareholder relations committee and on the Doyon Oil Field Services, Inc. board. Frankson previously served on the board of directors for Gana-A Yoo, Limited, as the chair of the Gana-A Yoo Foundation, as a Louden Tribal Council member and as a City of Galena council member. She is related (sister) to board of director candidate Shirley Cleaver. Frankson attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended four meetings) for an aggregate attendance of 100 percent during the past year. 3/20/15 present Shareholder Relations, 5/2/15 present Doyon Oil Field Services, Inc. 6/26/15 present Christopher Simon (urban), 51, lives in Fairbanks, Alaska. He has served on the board of directors since He serves as the corporation s secretary and on the executive committee, and is the alternate Doyon representative on the Alaska Federation of Natives board of directors. He also serves on the Doyon Government Contracting, Inc. board. Simon has a bachelor s degree in secondary education and a master s degree in education leadership from the University of Alaska Fairbanks, as well as a post-graduate education leadership certificate from the University of Alaska Anchorage. He is deputy director of health services for Tanana Chiefs Conference. From 2012 to 2015, he served as the statewide rural education coordinator for the Alaska Department of Education and Early Development, and served as the principal of Jimmy Huntington School in his hometown of Huslia from 2010 to He also served as the superintendent of the Yukon- Koyukuk School District from 2002 to 2008 and, prior to that, as principal in Hughes, Huslia and Nenana. He serves as president of K oyitl ots ina, Ltd., the village corporation for Alatna, Allakaket, Hughes and Huslia. He previously served as a RurAL CAP board member, as a member of the Alaska Rural Subcabinet Advisory Group, and as a director of the Boys and Girls Home of Alaska, Inc. Since preparing the youth for the future is something he values, Simon serves on numerous education-related advisory boards. Simon attended 100 percent of board meetings (attended eight meetings) and 75 percent of committee meetings (attended six of eight meetings) for an aggregate attendance of 88 percent during the past year. 3/20/09 present Secretary 3/20/15 present Alternate Doyon Representative Executive, Finance, Budget and Audit, Budget and Audit, Shareholder Relations, Shareholder Relations, NAHASDA, Lands and Resources, Alaska Federation of Natives Doyon Services Corp (now Doyon Oil Field Services, Inc.) (DSC/DOFS) 3/20/15 present; 5/5/12 4/27/13 5/2/15 4/30/16 4/30/09 4/27/ /3/14 4/30/16 5/14 5/16 4/27/13 5/2/15 4/30/09 12/4/10 4/30/16 present 5/7/11 5/5/12 Treasurer DSC/DOFS 7/29/11 5/5/12 Doyon Development Corporation (now Doyon Government Contracting, Inc.) (DDC/DGCI) Doyon Natural Resources Development Corporation 5/5/12 present; 5/21/10 5/7/11 6/26/15 4/30/16 Doyon Properties, Inc. (DPI) 4/30/09 5/21/10 Secretary/ DPI 7/31/09 5/21/10 Treasurer 16

18 s whose terms continue through 2019 Jerry Isaac (urban) is 63 years old and lives in Fairbanks, Alaska. He serves as deputy director of behavioral health for Fairbanks Native Association. He previously served as the chief executive officer for Copper River Native Association and as president for Tanana Chiefs Conference. Isaac serves on the Doyon Oil Field Services, Inc. board, the shareholder relations committee and the Hunting, Fishing, Gathering Task Force. He attended Chemawa Indian School, and received a Prosci Change Management certification in Isaac previously served as the co-chair and board member for the Alaska Federation of Natives. He currently serves as the Alaskaarea vice president for the National Congress of American Indians. Isaac served on the Tanacross Village Council from 1976 through 2006, and on the Tanacross Village Corporation board from 1976 through 1990, and has served on numerous other boards over the years. Isaac attended 100 percent of board meetings (attended six meetings) and 100 percent of committee meetings (attended two meetings) for an aggregate attendance of 100 percent during the past year. 3/18/16 present Board Representative Shareholder Relations, Hunting, Fishing, Gathering Task Force, Tanana Chiefs Conference 4/30/16 present 4/30/16 present Doyon Oil Field Services, Inc. 4/30/16 present Roustabout Doyon Drilling, Inc. 7/85 9/88 Brian Ridley (urban) is 43 years old and lives in Fairbanks, Alaska. He is the executive finance officer for Tanana Chiefs Conference. He received a bachelor s degree in business finance from the University of Alaska Fairbanks. Ridley serves on the finance committee and on the Doyon Natural Resources Development Corporation board. He serves as the vice president for Hungwitchin Corporation and as treasurer for the Morris Thompson Cultural and Visitors Center. He previously served as treasurer for the Dillingham Chamber of Commerce and the Copper Valley Economic Development Council. Ridley has three sons, who are also Doyon shareholders: Gabriel, Adam and Jacob. He volunteers coaching his sons cross-country ski team at Weller Elementary School. Ridley attended 100 percent of board meetings (attended six meetings) and 100 percent of committee meetings (attended one meeting) for an aggregate attendance of 100 percent during the past year. 3/18/16 present Alyeska Pipeline Tour Guide Finance, Doyon Natural Resources Development Corporation 4/30/16 present 4/30/16 present 5/15/93 8/30/94 Sonta Hamilton Roach (rural), 30, of Shageluk, Alaska, was elected to the Doyon board of directors in March She serves as chair of the shareholder relations committee, on the Doyon Natural Resources Development Corporation board, and the Doyon Foundation board where she chairs the ad hoc scholarship policy review committee. Roach is employed as an elementary teacher in Shageluk and previously served on the SERRC Project CREATE advisory committee, which developed a teacher evaluation tool that incorporates existing cultural standards. She previously worked as the director of Future Educators of Alaska. She previously served on the Shageluk IRA Tribal Council and on the executive committee for Spirit of Youth. Roach owns a consulting business for event planning and facilitation, grant writing, and environmental program management. She received a bachelor s degree in rural development from the University of Alaska Fairbanks and has earned a master s degree in elementary education from the University of Alaska Southeast. Roach continued on page 18 17

19 Roach continued from page 17 Roach attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended four meetings) for an aggregate attendance of 100 percent during the past year. 3/15/13 present Shareholder Relations, Shareholder Relations, Doyon Natural Resources Development Corporation 4/27/13 present 6/2/16 present 4/27/13 present Doyon Foundation 8/13 present Miranda Wright (urban), seventy-one, of Fairbanks, Alaska, has served on the board of directors since She has held the office of chair of and currently serves as treasurer. Wright chairs the finance committee and serves on the executive committee. She is a member of the Doyon Government Contracting, Inc. board. Wright holds a bachelor s degree and master s degree from the University of Alaska Fairbanks. She retired from the University of Alaska Fairbanks, and holds the title of Emeritus of the Department of Alaska Native Studies and Rural Development. Wright is active on the community advisory board for Holland America/Westours. She is a co-chair for the Troth Yeddha Legacy Initiative committee. She serves on the Gana-A Yoo, Limited finance committee. Wright has served on numerous boards and commissions primarily focused on economic development and education. Wright attended 100 percent of board meetings (attended eight meetings) and 100 percent of committee meetings (attended ten meetings) for an aggregate attendance of 100 percent during the past year. 3/17/95 present Treasurer 3/19/10 present; 3/15/02 3/14/08 Executive, Executive, Finance, Finance, Finance and Investment, Finance and Investment, 2002 present 3/14/08 3/20/09 5/2/15 present 5/2/15 present 6/8/95 5/22/02; 5/24/03 5/2/08; 4/30/09 5/2/15 8/99 8/01; 8/10 5/2/15 Budget and Audit, Budget and Audit, 5/22/02 5/2/08; 5/5/12 5/3/14 5/02 8/02; /14/08 3/20/09 Shareholder Relations, Lands and Resources, Ad Hoc Bylaw and Article Review, Doyon Development Corporation (now Doyon Government Contracting, Inc.) (DDC/DGCI) 6/3/95 6/8/96 5/22/02 5/24/03 5/20/00 1/01 5/2/08 present; 6/5/04 5/7/05 Secretary DDC/DGCI 1/27/12 present DDC/DGCI 5/2/08 3/20/09 Doyon Services Corp (now Doyon Oil Field Services, Inc.) (DSC/DOFS) 5/2/08 4/30/09 DSC/DOFS 5/2/08 3/20/09 Doyon Natural Resources Development Corporation 4/27/13 5/3/14 Doyon Tourism, Inc. (DTI) 5/20/00 5/22/02; 5/2/08 4/30/09 DTI 10/3/08 4/30/09 Secretary/ Treasurer DTI 7/21/00 6/9/02 Doyon Drilling, Inc. (DDI) 5/2/08 4/30/09 DDI 6/28/08 4/30/09 Doyon Properties, Inc. (DPI) 5/30/98 5/22/99; 5/2/08 4/30/09 DPI 6/27/08 4/30/09 Doyon Communications, Inc. 5/19/01 6/5/04 (DCI) Secretary DCI 10/30/00 9/27/01 18

20 rs and s Leadership Structure is led by a 13-member board of directors, a president/chief executive officer, and an executive and senior management team. The president/chief executive officer reports directly to the board of directors and is responsible for running Doyon according to the direction given by the board. The executive and senior management team reports to the president and is tasked with day-to-day management of the corporation. Policy on compensation of directors Unlike directors of many other corporations, Doyon, Limited directors (other than the chair of the board) do not receive a salary for their service on the board of directors. However, directors receive meeting fees for service on the board of directors and committees of the board of directors. s receive a meeting fee of $1,000 per day for meetings attended, not to exceed $1,500 in one day. s are asked to represent at meetings of organizations such as the Alaska Federation of Natives and the Denakkanaaga Elders Conference and in such cases they are compensated at the rate of $500 per day. Doyon, Limited reimburses directors for expenses they incur in traveling to meetings and other official functions. In addition, directors will receive a federal per diem rate allowance for each night away from home or they are reimbursed for actual expenses for lodging and meals while attending official functions. The chair of the board is allowed to receive a salary of $84,351, which is adjusted for cost of living. The amount received by the previous chair of the board (Orie G. Williams) was $51,361. The amount received by the current chair of the board (Walter Carlo) is $47,433. Corporate officer disclosures Charlene Ostbloom, Vice President of Communications, and Miranda Wright, Treasurer and director, are closely related. attendance The board maintains a Code of Ethics, which outlines the duties owed by directors to the corporation, including board and committee meeting attendance. The board of directors also maintains an absentee policy, outlining expectations for board and committee meeting attendance and excused absences. Compensation of officers and directors The table below sets forth information regarding compensation paid, accrued or contributed by during the last fiscal year ending September 30, 2016, to each of (a) the five most highly compensated officers and directors and (b) all officers and directors as a group. (a) Name of Capacity in which Remuneration Total Salary Short Term At-Risk Long Total Individual was Received Paid Incentive Compensation Term Incentive Compensation Earned in FY16 Compensation and Paid in FY17 Earned FY16* Aaron M. Schutt President and Chief $ 438,508 $ 198,175 $ 275,667 $ 912,350 Executive r Patrick Duke Senior Vice President and $ 348,184 $ 93,889 $ 136,004 $ 578,077 Chief Financial r Julie Morman Senior Vice President and $ 342,450 $ 96,205 $ 104,726 $ 543,381 Chief Operating r James Mery Senior Vice President, Lands and $ 325,131 $ 84,472 $ 126,813 $ 536,416 Natural Resources Geraldine Simon Senior Vice President, $ 306,026 $ 78,967 $ 124,383 $ 509,376 Administration (b) Total compensation of all officers and directors in all capacities, including the persons named above (26 in group, 15 of whom are directors): ** $ 5,176,290 * Long-term incentive compensation is paid only when the three-year cumulative performance thresholds are met. The above amounts were earned and accrued in FY2016, but remain at risk. ** Includes salaries and, where applicable, directors fees for Doyon Family of Companies; contributions of during the fiscal year to the pension plan for all employees to the extent the right of the employee to the contribution is vested; and car allowances. 19

21 Finance The only board committee performing audit and compensation functions is the Finance. The Finance is composed of Jennifer Fate Velaise, Esther McCarty, Victor Nicholas, Pollack PJ Simon, Jr., Brian Ridley and Miranda Wright (committee chair). The committee met six (6) times during the fiscal year ending September 30, The Finance selects the corporation s independent auditors and evaluates the auditors services. This evaluation includes reviewing the financial statements, as well as the letter to management submitted by the auditors. The Finance also provides a direct channel of communication between the auditors and the board of directors to help ensure that the corporation s financial statements are presented fairly and accurately. This committee also reviews and monitors the expenditures of the corporation through the budget process. None of the board s committees performed nominating functions during the last fiscal year. Principal Accountant s principal accountant during the fiscal year ending September 30, 2016, was the certified public accounting firm of KPMG LLP, 701 West Eighth Avenue, Suite 600, Anchorage, Alaska does not expect a representative of KPMG LLP to be present at the annual meeting. Audit fees consist of fees paid for the audit of the company s annual consolidated financial statements included in the annual report and fees for services directly connected with the annual audit. Audit-related fees consist of fees paid for the audits of the company s section 7(i) annual report as well as certain employee benefit plans. Tax fees consist of fees for the consultation on tax compliance matters. Annual Meeting Additional Business Matters Other than the presentation of the report on the operations of for the fiscal year ending September 30, 2016, and the election of five directors, does not presently know of any other business matters to be conducted at the meeting. However, if any other matters properly come before the meeting, the proxyholder will have discretionary authority to vote the shares represented by all effective proxies on such matters in accordance with his or her best judgment. January 24, 2017 Christopher Simon Corporate Secretary Fees paid to KPMG LLP during the year ending September 30, 2016, were for audit services (85 percent), audit-related services (13 percent) and tax services (2 percent). 20

22 Glossary of Terms Please note that some of the definitions below include terms that are explained elsewhere in the glossary. For example, the definition of assets references tangible and intangible assets. Explanations of tangible and intangible assets are included later in the glossary. Assets: Assets represent the resources owned by a company. They are classified as tangible, including accounts receivable, bonds, cash, etc., and intangible, such as copyrights, trademarks and patents. Consolidated Balance Sheets: A report that summarizes a company s assets, liabilities and shareholders equity at a specific point in time. Consolidated Statements of Cash Flows: A report that explains how cash changed during a period of time. It shows cash flows from operating, investing and financing activities. Consolidated Statements of Income: A report that summarizes a company s revenues, expenses and other income or losses over a period of time that result in either a net profit or a net loss. Consolidated Statements of Changes in Shareholders Equity: This statement shows the shareholders equity (ownership) in the company. It typically reports the net income, comprehensive income and dividends paid to shareholders for the fiscal year. Consolidated Statements of Comprehensive Income: This statement reports the net income and comprehensive income for the fiscal year. It includes the unrealized gains or losses on securities that are on the statement of income. Depreciation: The accounting process of spreading the cost of an asset over its useful life. Equity: The result of total assets minus total liabilities. Once liabilities are deducted from assets, the remaining value belongs to the company s shareholders. Expenses: Costs associated with a company s efforts to create revenue. Fiscal Year: An annual period used for reporting a company s performance. Doyon s fiscal year begins on October 1 and ends on September 30. Goodwill: An intangible asset resulting from the purchase of one company by another for a price that is greater than the fair market value of the net assets acquired. Intangible Assets: Assets that do not have a physical existence, such as copyrights, trademarks, patents and goodwill. Joint Venture: A business undertaking by two or more parties for one or more specified purposes or projects. A joint venture may be in the form of a partnership, corporation or limited liability company. Liability: The obligation of an entity to make a payment to another entity. Limited Liability Company (LLC): A form of business characterized typically by limited liability, management by its members or a manager, and limitations on ownership transfer. An LLC also often offers greater flexibility than corporations in arrangements between its owners. Liquidity: The ability of a company to meet its current financial obligations. Marketable Securities: Investments sold in an open market, such as stocks, bonds and other investments. Net Income: The amount of profit a company has made after all costs, expenses and taxes are deducted from revenue and other income. Net Loss: The amount lost by a company when all costs and expenses exceed revenue and other income. Passive Investment: An investment in which the investor does not participate in daily operating decisions. Revenue: The income a company receives from its normal business activities, such as producing goods, rendering services or other activities. Subsidiary: An entity owned and controlled by another entity. The first entity must own and control at least a majority of the second entity in most circumstances and sometimes more under certain agreements or laws. Tangible Assets: Assets that have a physical presence, such as buildings and equipment. 21

23 How to Read the Financial Statements Each regional Alaska Native corporation is required to distribute to its shareholders an annual report stating its financial performance for the previous fiscal year. In addition to a letter from the corporation s board chairman, annual reports provide a financial summary of the business through the Management s Discussion and Analysis and accompanying Consolidated Financial Statements. As financial statements are typically difficult to read and understand, we are providing a brief explanation of each of the statements, including the Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Shareholders Equity, and Consolidated Statements of Cash Flows, as well as the Notes to Consolidated Financial Statements. and Subsidiaries Consolidated Balance Sheets September 30, 2016and ,623 6,219,214 6,192,001 Assets $ 37,238,090 48,838,216 51,529,828 Receivables Explora on 5,843,005 2,504,929 6,017,106 38,306,536 6,641,519 securi es (note 3) 5,679,071 Currentassets: equivalents Marketable es mated earningsinexcessofbillings (note 13) 121,723,599 Cash and cash Costs and Prepaid and refundable income taxes 94,213,539 tax credits receivable (note 2j) Prepaid expenses 8,452,715 Total currentassets 5,639,196 1,325,136 investments (note 3) 3) 290,927,301 Other investments, at fair value (note (note 5) 327,243,589 Other Investment in unconsolidatedsubsidiaries 353,585, ,768,996 38,467, ,474,586 Noncurrentassets: 320,279,257 Total investments 44,482,923 6,923,693 Property and equipment, net (note 6) 7) 175, ,543 3,525,665 gas explora on costs (note (note 2j) 9,676,082 2,730,382 Oil and Explora on tax credits receivable 10,497, ,565,527 Loan origina on fees, net 846,797,667 Intangible assets, net (note 9) $ Goodwill (note 10) Total assets 17,916,365 Liabili es and Shareholders Equity Current liabili es: Accounts payable Accrued expenses 19,322,914 7,601,900 27,964,348 16,188,828 43,330,019 15,368,925 3,082,814 21,449,172 26,420,153 Line of credit (note 5,225,061 7,531,829 loan (note 11) 12) 13,267,361 9,738,275 Construc on por on of long term debt (note earnings 11,411,374 Current Billings in excessofcosts and es mated 106,242, ,577,208 11) Deferred revenue 34,660,931 Dividends payable 59,696,582 30,950,383 Total current liabili es 39,988,818 4,338,999 1,990,946 term debt, net of current por on (note 12) por on 147,554, ,780,194 Long Deferred revenue, net of current 357,820, ,959,662 Other liabili es Deferred taxes (note 13) 6,205 Total liabili es 6,468,305 6,468,305 Shareholders Commonstock of no par 355,636, ,443,439 Addi onal paid in capital 116,162, ,968,929 equity: value 349,167,856 Retained earnings shareholders equitya ributable to 133,340, ,976, ,605,865 Total Noncontrolling interest shareholders equity 20) 846,797, ,565,527 Total liabili es and shareholders Total Commitments and con ngencies (notes8,11, 12,13, 14,15, 18, and equity See accompanying notes to consolidated financialstatements. Consolidated Statements of Comprehensive Income Yearsended September 30, 2016, 2015, and ,154,633 30,116,760 Net income Othercomprehensive income (loss), net of tax: Net unrealized holdinggains (losses) on marketable securi es 19,455 (14,948) Comprehensive income 48,213,288 51,174,088 30,101,812 (6,882,879) Less comprehensiveincomea ributable to noncontrollinginterests (20,597,989) (18,452,059) 23,218,933 Comprehensive income a ributable Limited $ 27,615,299 32,722,029 See accompanying notestoconsolidatedfinancialstatements. and Subsidiaries and Subsidiaries Consolidated Statements of Cash Flows Years ended September 30, 2016, 2015, and ,213,288 51,154,633 30,116,760 and amor za on subsidiaries 1,749, ,309 $ 21,169,760 from opera ng ac vi es: ac vi es: 19,384,296 20,022,934 (5,429,727) Deprecia on Undistributed income from unconsolidated inexcessof(undistributed) earnings from passive investments andequipment (188,092) (227,403) 71,113 Cash flows Net income Adjustments to reconcile netincometonet cash provided by opera ng (40,907,143) 1,193,042 (25,712,787) 3,615,522 (2,672,101) 276,575 Distribu ons loss (gain)onsale of property 34, ,934 17,879,249 Realized Realized loss on sale of otherinvestments 28,581,504 12,010,602 Loss (gain)onmarketable securi es oninterest rate swap effects 2,868,242 Loss Deferred taxes Changesinassets and liabili es that provided (used) cash,net of 12,945,258 2,142,247 2,375, , , ,574 Receivables excess of costsand es mated earnings of billings (3,338,076) (708,175) (544,974) 1,473,861 Billings in Costsand es mated earnings in excess taxes (2,436,296) (10,782,715) from purchaseofabusiness: (27,213) (3,724,296) (2,504,929) Prepaid and refundableincome 761,849 (3,339,323) 6,684,480 5,377,020 taxespayable 26,621,823 Income other assets other liabili es 14,773,967 61,188,617 Prepaid expensesand Accountspayable,accrued expenses, and 80,003,031 89,898,162 Deferred revenue (749,973) Net cash provided by opera ng ac vi es (1,502,273) (316,232) 485,224 2,285,661 (47,419,690) Purchase of otherinvestments (11,002,574) 819,421 Distribu ons from otherinvestments 312, ,690 (14,498,811) of property andequipment (9,531,459) (11,754,798) 1,799,207 Cash flows frominves ng ac vi es: 1,097,394 (52,386,639) (52,109,580) Purchase of a business (netofcashacquired) 3,070,752 37,457,316 (3,625,100) Purchase Net proceeds from sale of property and equipment (134,885,527) (61,389,285) Oil and gasexplora on costs (160,913,907) Explora on tax credits received (69,942,145) Investmentinunconsolidated subsidiaries 15,404,425 Net cash used in inves ng ac vi es (8,586,928) (26,040,599) (14,795,708) (14,243,873) Net borrowingsonlineofcredit (917,273) 90,444,609 Principalpaymentsondebt 600,000 (7,682,656) Proceedsfrom construc on loan interest (9,749,478) (9,152,224) Cash flows fromfinancing ac vi es: (22,368,926) 16,669,981 43,330,019 (1,786,618) (3,268,388) Distribu ons to noncontrolling 81,999,479 (9,790,492) Contribu ons from noncontrollinginterest (24,352,624) (9,991,160) toshareholders ac vi es 10,983,734 Distribu ons cash provided by (used in) financing (14,291,738) 40,546,094 50,537,254 Net Net increase (decrease)incashand cash equivalents 51,529,828 37,238,090 51,529,828 40,546,094 Cash and cashequivalents, beginning of year $ Cash and cashequivalents, endofyear Seeaccompanying notes to consolidated financial statements. Consolidated Balance Sheets The balance sheets report Doyon s assets, liabilities and shareholders equity as of fiscal year-end. The first section of the balance sheet lists Doyon s assets, and the second section lists liabilities and shareholders equity. Consolidated Statements of Income This statement reports on Doyon s financial performance over the fiscal year. If revenues have been more than the expenses incurred in generating those revenues, it results in a net income. A net loss is incurred when expenses are higher than revenues. Consolidated Statements of Comprehensive Income This statement reports the net income and comprehensive income for the fiscal year. It includes the unrealized gains or losses on securities that are on the statement of income. Consolidated Statements of Changes in Shareholders Equity This statement shows the shareholders equity (ownership) in the company. It typically reports the net income, comprehensive income and dividends paid to shareholders for the fiscal year. Consolidated Statements of Cash Flows This statement summarizes Doyon s sources and uses of cash classified as operating, investing and financing activities over the fiscal year. Notes to Consolidated Financial Statements These footnotes provide information on the business segments and accounting methods and policies of Doyon. Supplementary schedules within the footnotes provide additional useful information. Consolidated Statements of Income Years ended September 30, 2016, 2015, and 2014 and Subsidiaries Revenues, opera ng income and gains (losses) (notes 18 and 19): Oil field contrac ng $ Government services ,460,849 Tourism 199,035,861 Government construc on 126,942, ,803,162 Real estate (note 14) 87,922,680 45,354,090 77,806,798 Natural resource development 3,543,042 70,625,166 67,106,536 Equity in earnings of unconsolidated subsidiaries Gain (loss) on 2,598, ,822 3,126,928 2,486,588 2,988,723 Opera ng expenses: (11,730) (85,631) (note 5) disposal of assets, net 53,455, ,479 2,491,187 6,293 Total revenues and opera ng income 35,783, ,300 13,008,707 Oil field contrac ng 305,411, ,288,768 Tourism 21,182,495 Real 38,789, ,581,119 Government services 362,816,481 estate 83,142,262 Government construc on 81,815, ,676,880 Natural resource development 1,652,326 66,977,237 69,198,032 61,676,991 General and administra ve expenses 2,116,789 1,443,487 1,444,262 1,928,382 1,514,568 46,295,628 Other income (expense): 323,407, ,645,072 Total opera ng expenses 50,223,703 3,295,917 1,932,554 1,369,540 Natural resource revenues from other regions, amounts 63,834,523 54,881,141 32,171,409 Opera ng income 241,577,030 44,372,268 net of distributable to others Inves ng: Marketable securi es (note 3) 8,479,886 15,765,959 Other investments 13,577, Interest expense 227,403 (2,069,467) 174,059 (223,653) Other income 526,714 (121,269) Net other income 1,185,361 (893,275) 2,386,949 Income beforeincome taxes 8,349, , ,277 70,755,552 Income tax expense (note 13) 72,184,420 15,874,411 16,352,294 Net income 23,971,132 48,523,703 Less income a ributable to noncontrolling interest 48,213,288 19,600,919 51,154,633 18,406,943 Net income a ributable to Net income (20,597,989) 30,116, $ 27,615,299 a ributable to (18,452,059) (6,882,879) See accompanying notes to consolidated financial statements. 1,856, ,824,975 per share $ Weighted average shares outstanding 32,702,574 23,233,881 1,888, Consolidated Statements of Changes in Shareholders Equity Years ended September 30, 2016, 2015, and 2014 and Subsidiaries Equitya ributable to Addi onal Accumulated capital other paid in Retained Common stock Balance at October1, 2013 comprehensive earnings loss $ 6,205 Comprehensive income Noncontrolling Total 6,468,305 Distribu onstononcontrolling interests Cash 295,915,610 interest shareholders equity (4,507) dividends declared 5,437,885 23,233,881 (14,948) 6,882,879 BalanceatSeptember 30, ,823,498 (9,132,366) 6,205 Comprehensive income (3,268,388) 30,101,812 6,468, ,017,125 (19,455) Contribu ons from noncontrolling interests Distribu onsto (3,268,388) (9,132,366) 32,702,574 noncontrolling interests Cash 9,052,376 19,455 dividends declared 325,524,556 18,452,059 90,444,609 BalanceatSeptember 30, ,174,088 (9,750,770) 6,205 Comprehensive income (1,786,618) 90,444,609 6,468, ,968,929 Contribu ons from noncontrolling interests Distribu onstononcontrolling (1,786,618) (9,750,770) 27,615,299 interests Cash 116,162,426 (11,416,372) 6,468,305 (4,019,745) 600,000 (4,019,745) 349,167,856 Seeaccompanyingnotes to consolidated financial statements. 133,340,670 (11,422,577) 488,976,831 dividends declared 455,605,865 $ 20,597, ,000 (6,205) BalanceatSeptember 30, ,213, Notes to Consolidated Financial Statements September 30, 2016 and 2015 and Subsidiaries (1) Alaska Native Claims Settlement Act (Doyon or the Company) is a regional corpora on organized under the provisions of the Alaska Na ve Claims Se lement Act (ANCSA) of 1971 (Act). The Act provided for a monetary en tlement for the regional and village corpora ons created under the Act. Under the Act, Doyon is also en tled to select and receive approximately 12.5 million acres of land in interior Alaska. Of the total 12.5 million acres, Doyon will ul mately receive 8 million acres of fee land (surface and subsurface) plus an addi onal 4.5 million acres of the subsurface estate to lands conveyed to village corpora ons. All lands have been selected, and at September 30, 2016, approximately 7,920,326 acres of fee land and 3,613,434 acres of the subsurface beneath village lands had been conveyed to Doyon. The consolidated financial statements do not reflect the value of the land or natural resources conveyed under the ANCSA. Doyon s Ar cles of Incorpora on, in accordance with the requirements of the Act, as amended, provide for the issuance of shares of Se lement Common Stock as follows: Class A Shares 100 shares to each Alaska Na ve born on or before December 18, 1971 enrolled in the Doyon Region who is also enrolled in one of the village corpora ons in the region, except those villages exercising their op on under Sec on 19 of the Act. Class B Shares 100 shares to each Alaska Na ve born on or before December 18, 1971 enrolled in the Doyon Region who is not enrolled in one of the village corpora ons in the region. Holders of Class B stock are referred to as at-large shareholders. Class C Shares 30 shares to each Alaska Na ve born a er December 18, 1971 who meet certain requirements set out in Doyon s Ar cles of Incorpora on. An addi onal 70 shares are issued to each such Alaska Na ve who has a ained the age of 18 years. 24 Class D Shares 100 shares to each Alaska Na ve born on or before December 18, 1971 who was eligible to enroll in the Doyon Region under the Act but did not enroll in or receive shares in any regional corpora on unless through gi, inheritance, or purchase. Enrollees to villages that exercised their op on under Sec on 19 of the Act are not eligible to receive Class D shares. Class E Shares 100 shares to each Alaska Na ve who holds or received Class A or B shares through original enrollment to Doyon and who have a ained the age of 65. Enrollees to villages that exercised their op on under Sec on 19 of the Act are not eligible to receive Class E shares. Under the provisions of the Act, Se lement Common Stock, rights thereto, and rights to dividends or distribu ons declared with respect thereto may not be sold, pledged, subjected to a lien or judgment execu on, assigned, treated as an asset under Title 11 or any successor statute, any insolvency or moratorium law or other laws affec ng creditors rights, or otherwise alienated except that the stock may be transferred to a Na ve or a descendant of a Na ve in certain circumstances by court decree and in the case of Class A, B, or D Se lement Common Stock by inter vivos gi, by will, or the laws of intestate succession. Class C and E Se lement Common Stock may not be transferred by inter vivos gi and is canceled upon the death of the Alaska Na ve to whom it is issued. The restric ons on the transferability of Class A, B, or D Se lement Common Stock may be terminated by Amendment to the Ar cles of Incorpora on in accordance with the Act. The transferability of Class C and E Se lement Common Stock is subject to addi onal condi ons and restric ons contained in the Ar cles of Incorpora on and in shareholder agreements between Doyon and Alaska Na ves holding Class C and E Se lement Common Stock. All classes of stock par cipate equally in regular 22 distribu ons based on pro rata share ownership. The amended act also allows for special dividends on a basis other 25

24 1 Doyon Place, Suite 300 Fairbanks, Alaska