Newsletter - April 1999 Page 3

Shareholders voted, in a special advisory ballot at the 1997 annual meeting, that the company should investigate an elders benefit program. Since the vote, the CIRI Board of Directors has been carefully researching the legal issues, tax consequences, and other factors affecting a variety of potential elders programs. This includes examining the pros and cons of elders programs some of the other regional corporations have put in place, as well as considering issues unique to CIRI.

"As a result of this research, we believe an elders trust funded by CIRI and making periodic payments over time makes the most sense," said CIRI President & CEO Carl Marrs. "However, before this type of trust will work, it will be necessary for Congress to pass legislation that would allow such a trust to be established without taxing the beneficiaries on the date of establishment."

CIRI has been working with several other regional and village corporations on federal legislation that would solve tax problems associated with establishing a trust. If such legislation is able to be obtained, the board would be ready to take up the recommendation that it go to a shareholder vote to establish a CIRI elders trust.

Shareholders would take a formal vote before any trust was established, and the terms of the trust would be presented in detail prior to any vote.

"I realize most elders are anxious to get on with some form of elders benefit. I just want to let you know, we are working hard to come up with the right plan and to make sure that it is sound from a legal and financial standpoint," said Marrs. "We will keep you up-to-date as we move forward with the legislative process."

After a lengthy hearing, an administrative hearing officer issued a detailed written opinion on March 1, 1999, concluding that the proxy soliciting materials distributed by Harold Rudolph and Allen Dietz in connection with the 1998 Annual Meeting contained false and misleading statements, in violation of Alaska law and regulations. The hearing officer's decision upheld an order issued last June by the Alaska Department of Commerce and Economic Development's Division of Banking, Securities and Corporations directing CIRI to recalculate

the results of the 1998 board election, excluding proxies solicited based upon those false and misleading statements. The hearing officer's decision also upheld the fine levied against Mr. Rudolph and Mr. Dietz by the Division. As previously reported in the Shareholder Update, as a result of that order, Dr. Terry Simpson, rather than Mr. Rudolph, was elected to the CIRI Board. Mr. Rudolph and Mr. Dietz have recently sought to appeal the hearing officer's ruling to the Alaska Superior Court.

Carol Gore,

Vice President, Income Properties

Carol Gore sent her parents flowers when she was promoted to vice president of income properties for CIRI in January. Honoring them for her own achievement fits right in with Gore's forthright and down-to-earth business philosophy. As a young girl growing up in Anchorage and Cordova, it was her parents who gave her the support she needed to succeed in what has become a tough, competitive -- and high-stakes -- business environment.

"I work in a man's world," Gore said recently, describing the world of real estate consultants who find it hard to understand that a business would make investment decisions that go beyond the bottomline. She noted that people outside the CIRI world may not be able to fully grasp just how dramatically the Alaska Native Claims Settlement Act and CIRI have changed people's lives. "Without CIRI opportunities, I don't know where I'd be. For me, it's not just a job."

Gore wants the consultants and advisors she hires to understand that CIRI is a different kind of business. As she looks out into a "sea of dark suits," Gore said her goal is to pull the rug from under their feet and to let them know that people who work for CIRI need to become part of the team and buy into the philosophy.

When she meets with investors, Gore lays it on the line upfront: "It's my Mom's money," is how she describes CIRI's assets to those who would be managers.

Gore started her work with CIRI as a CIRI board member in 1987, resigning to work at Cook Inlet Investment Management, Inc., in San Francisco and returning to work in the CIRI real estate department in 1989. She has also participated in activities with her village board, Ninilchik Native Association, since 1983.

* Annual Report This report provides shareholders with an overview of the corporation's financial activities for the previous year, and with detailed audited financial statements of the company.

* Notice of Annual Meeting of Shareholders

& Proxy Statement This is an official announcement of the 1999 annual meeting of shareholders from the secretary of the board of directors. This notice also explains the purpose of the meeting, which is to hear a business report on CIRI's operations for 1998, to elect five directors to the CIRI board for three-year terms, and to transact other business that may properly be brought forward at the meeting. The Proxy Statement includes information about the election process and its rules, provides information about each of the CIRI board-endorsed candidates and continuing board members, and provides other important information.

* Proxy Please sign, date, and return your proxy as soon as possible.

* Return Envelope Use this envelope to return your proxy postage paid.

* Shareholder Participation Committee Reply Card This provides shareholders an opportunity to participate in a drawing to choose new members of the CIRI Shareholder Participation Committees. Following the annual meeting, the names of 12 replacement members will be drawn to fill two-year terms on the three Shareholder Participation Committees.

* Notice of Prize Drawings There are many exciting prizes this year, including early bird prizes for proxies returned by May 7, 1999.

* Questions? Comments? Fill out and return this card if you would like a board member or candidate to call you.

Committee interviewed nine candidates from which five were recommended to the CIRI board. The candidates were selected based on a set of qualifications for service as a director of CIRI developed by the Shareholder Participation Committees and the Board of Directors.

The board selected the five candidates recommended by the Nominating Committee. The 1999 board endorsed slate is made up of three incumbents and two new shareholders. Again this year, shareholders who applied but were not selected for the board slate could choose to have their information included in the corporation's proxy materials.

The CIRI board plans to continue to look at other ways in which the process can be changed for future years' elections.