JUNE 1, 2012 A NEWSLETTER FOR THE SHAREHOLDERS OF ALLETE, INC. Boswell 4 retrofit unveiled at annual meeting Unit 4 of Minnesota Power’s Boswell Energy Center, the company’s largest electric generating unit, will undergo a major environmental retrofit, ALLETE Chairman, President and CEO Al Hodnik announced May 8 at the company’s Annual Meeting of Shareholders. “This capstone event of our six-year environmental control effort will transform Boswell 4, the workhorse of our generation fleet, so it continues to provide reliable, safe and affordable electric power to our customers,” Hodnik told shareholders at the Duluth Entertainment Convention Center. The retrofit at the Cohasset, Minn., generating station will reduce emissions of mercury, particulates and sulfur dioxide. Boswell Unit 4 is capable of producing 585 megawatts (MW) of electricity. Minnesota Power owns 80 percent of Boswell 4, with the balance owned by WPPI Energy. Minnesota Power’s share of the project is expected to cost from $350 million to $400 million. Multi-emission reduction project plans and permit applications will be filed with federal and state regulators next month. In his message to an estimated 730 ALLETE shareholders, Hodnik outlined five “multifaceted multiyear growth initiatives”: transmission investments, renewable energy, energy-centric investments, organic revenue growth and environmental upgrades. “This is what excites us today at ALLETE,” Hodnik said, “the promise of future growth.” Prior to the Boswell announcement, the audience was treated to the premiere of a video featuring industrial growth on the Iron Range. amendment to the Employee Stock Purchase Plan to increase the number of shares of stock authorized for issuance under the plan; and ratification of PricewaterhouseCoopers as the company’s independent accountant. Shareholders also elected the following directors to serve until the next annual meeting: Kathleen Brekken, Kathryn Dindo, Heidi Eddins, Sidney Emery Jr., James Haines Jr., Alan Hodnik, James Hoolihan, Madeleine Ludlow, Douglas Neve, Leonard Rodman and Bruce Stender. Al Hodnik greets employees at the annual meeting. “When we look at ALLETE’s many growth opportunities, none is closer to our heart and home than organic revenue growth,” Hodnik said, “and to envision a prosperous future on the mineral-rich Mesabi Iron Range.” Voting by proxy, shareholders approved by wide margins: an advisory resolution on executive compensation; an Don Shippar, the former president and CEO of ALLETE who had served on the board since 2004 and was board chairman from 2006 to 2010, has retired from the board. Hodnik named Human Resource Analyst Thor Underdahl recipient of the 2012 Don Shippar Community Service Award. Dear Shareholders, Thanks to all of you who filled the ballroom at our Annual Meeting of Shareholders May 8 in Duluth. The meeting focused on the five multifaceted, multiyear growth initiatives your company is working on. We also looked back in thanks to the service of Don Shippar, who retired as a director this year after decades of service to ALLETE. We announced a major environmental project at our largest coalfired generating asset, Boswell Unit 4. When complete, Boswell 4 will join Boswell 3 as two of the cleanest coal units in the nation. We’ll have more details in future issues of this newsletter. There is plenty to keep us busy at ALLETE, with new transmission projects on the drawing board, a large expansion to our Bison wind farm to complete and many other initiatives under way. As always, we sincerely appreciate your investment in ALLETE. Alan R. Hodnik Chairman, President and Chief Executive Officer New transmission would bring Canadian hydropower southward To bring renewable, carbon-free energy from Canada and upgrade the Upper Midwest’s electric system, Minnesota Power is proposing the construction of new transmission from Winnipeg to the Mesabi Iron Range and eventually into Duluth. Minnesota Power also is exploring other regional grid enhancements. Minnesota Power filed its intent in February to pursue the project through the transmission expansion planning process of MISO, which manages grid reliability and electricity markets across 11 northern tier states and Manitoba. Earlier this year, regulators approved Minnesota Power’s 15-year, 250-MW purchase of hydropower from Manitoba Hydro beginning in 2020. The agreement will provide a competitive energy resource for customers of Minnesota Power. Additional hydropower will support Minnesota Power resource planning goals of more efficiency, flexibility and diversity, while lowering emissions and lessening dependence on coal. Winnipeg-based Manitoba Hydro produces most of its power from hydroelectric stations in the northern part of the province, and this agreement facilitates construction of the new Keeyask Generating Station. A unique aspect of the power purchase agreement is Minnesota Power’s ability to “store” wind energy generated in North Dakota in Manitoba Hydro’s hydroelectric system. Through a provision in the agreement, Minnesota Power will be able to deliver electric energy northward from its wind farms in North Dakota when wind production is high and electric loads are low. New transmission infrastructure to carry the energy from Manitoba is an essential component of the power purchase agreement. Planners at Minnesota Power and Manitoba Hydro have proposed the construction of a 500-kilovolt (kV) line that would strengthen the electric grid, enhance regional reliability and promote a greater exchange of sustainable energy. That 500-kV circuit is expected to extend southward from Winnipeg and connect to a substation on the Mesabi Iron Range, where several Minnesota Power industrial customers process taconite and manufacture paper. The Winnipeg-Iron Range transmission build is expected to be in service in 2020. Minnesota Power and American Transmission Co. (ATC) are also evaluating the joint development of other transmission lines connecting the Iron Range to Duluth and into Wisconsin. Total transmission costs, ownership shares and cost allocation are still to be determined. Weekly safety meetings are held at the Bison Wind Energy Center construction site. By May 1, about 25,000 hours of work had been done on Bison 2 and 3. Bison 2 and 3 move forward in N.D. Work is under way on an accelerated timeline on Minnesota Power’s Bison 2 and Bison 3 wind farms, located adjacent to the Bison 1 installation in Oliver and Morton Counties, North Dakota. Bison 2 and 3 will each consist of 35 Siemens 3-MW direct-drive turbines, and together they’ll supply an additional 210 MW of renewable energy. Commissioning of the last Bison 1B wind turbine near New Salem, N.D., was completed Jan. 31, 2012, by personnel from Minnesota Power and its primary contractor, Siemens. Bison 1A, the first phase of the 82-MW installation, was finished in early 2011 and has been producing renewable energy since. Work on Bison 2 and 3 continues with favorable fall and winter weather allowing solid progress on roads, foundations, trenching and cabling. The first crossAtlantic shipment of wind turbine components was scheduled to arrive in Duluth in May. Bison 2 and 3 are scheduled for completion by the end of 2012. In approving Minnesota Power’s long-term resource plan last May, the Minnesota Public Utilities Commission ordered the company to strongly consider adding more wind to its renewable portfolio before the expiration of federal production tax credits on Dec. 31, 2012. New ALLETE gift cards now available ALLETE’s Shareholder Services has stocked up on colorful new gift cards that can be given to recipients of ALLETE stock. If you plan on gifting shares of ALLETE, drop by the Shareholder Services office at 30 W. Superior St. in Duluth to pick out your gift cards, or call 800-535-3056 for more information. The statements contained in this newsletter and statements that ALLETE may make orally in connection with this newsletter that are not historical facts, are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties and investors are directed to the risks discussed in documents filed by ALLETE with the Securities and Exchange Commission. Shareholder Services ALLETE→● 30 West Superior Street ●→Duluth, MN 55802-3974→● 218.355.3974 or 1.800.535.3056 ● E-mail: shareholder@ALLETE.com