DRAPER IRRIGATION COMPANY12421 South 800 EastDraper, Utah 84020

(801) 571-2232

February 5, 2019

StockholdersDraper Irrigation Company

Enclosed are the materials for the 2019 Annual Meeting of Stockholders, which will beheld on Wednesday, March 20, 2019. We will, as always, be electing directors to theBoard of Directors. At this annual meeting, we propose to elect two directors to fill theseats of the two directors whose terms will expire at this annual meeting.

Please review these materials carefully. Once again, we are mailing a ballot rather than aproxy. This year, there were no nominees other than the candidates nominated by theboard of directors, which means that there are two nominees on the ballot. You may votefor one, two, or none of the 2019 nominees.

At the annual meeting, we will provide an operations overview and update, as well ashave available our annual audited financial statements, which are scheduled to becompleted for this meeting.

We appreciate your participation in the governance of Draper Irrigation Company. Sinceits formation in 1888, Draper Irrigation Company has been governed by its stockholdersand has existed for the purpose of bringing them the water so vital to the development oftheir lives.

Sincerely,

Draper Irrigation Company

~-r).~Kent S. Ware, President

DRAPER IRRIGATION COMPANY12421 South 800 EastDraper, Utah 84020

(801) 571-2232

2019 ANNUAL MEETING OF STOCKHOLDERS

Introduction

Our Annual Meeting will be held at the Draper City Council Room, 1020 East Pioneer Road(12400 South), Draper, Utah, on Wednesday, March 20, 2019. Check-in time will begin at 6:30 p.m., andthe meeting will start promptly at 7:00 p.m. The enclosed ballot, when properly executed and returned ina timely manner, will be voted at the Annual Meeting, or at any adjournment thereof, in accordance withyour instructions.

Our ballot is structured so that you may vote for up to two of the two 2019 nominees. If noinstructions are indicated on the enclosed ballot, it will be voted as follows at the Annual Meeting:

(1) FOR the election of the two 2019 nominees of the Board of Directors set forth herein toserve as our directors until the expiration of their respective terms and until theirsuccessors are elected and qualified; and

(2) IN accordance with the best judgment of the person acting as proxy on other matterspresented for a vote.

You may revoke the enclosed ballot at any time before it is voted, even if you have executed itand returned it to us, by giving a written notice you are revoking it, mailed or delivered to our Secretary;by submitting a new ballot bearing a later date; or by voting in person at the Annual Meeting. If youreturn the ballot to us without specific direction, it will be voted in accordance with the Board ofDirectors' recommendations as set forth above.

Holders of our Class A shares and holders of our Class B shares will vote as a single class on theelection of directors. As of the record date for the meeting, January 25, 2019, we had 15,026 shares ofClass A stock and 8,074 shares of Class B stock issued and outstanding and eligible to vote, for a total of23,100 shares entitled to vote as a single class. The shares eligible to vote exclude an aggregate of 2,845shares that include: (a) shares that have been transferred to us by developers, but have not yet beentransferred to the individual stockholders because the water hook-ups have not yet occurred; and(b) shares held solely by Draper Irrigation Company. Each share of Class A stock and Class B stock isentitled to one vote. Shares will be voted on any other matters that are properly before the meeting inaccordance with our amended and restated articles of incorporation. Under our amended and restatedarticles of incorporation, 20% of the votes entitled to be cast on a matter constitutes a quorum of thatvoting group for action on that matter. Accordingly, for the election of directors, a quorum will require20% of the Class A shares and Class B shares considered together, or an aggregate of 4,620 shares, ratherthan 20% of each class separately.

All properly executed and returned ballots, as well as shares represented in person at the meeting,will be counted for purposes of determining if a quorum is present. Under the Utah Revised NonprofitCorporation Act and our amended and restated articles of incorporation and bylaws, the election ofdirectors requires the vote of a plurality of the shares present at the Annual Meeting. Abstentions will notbe counted for the election of directors. Routine matters are considered approved by the stockholders ifthe number of votes cast in favor of the action exceeds the number of shares cast in opposition to theaction.

Our Board of Directors

Our bylaws require that each director own or be the designated representative of an owner of oneor more Class A shares. The following table sets forth the name, age, and term of directorship of each ofour directors:

YearDirector Term Expires at

Name ~ Since Annual Meeting

Stephen L. Tripp 76 1999 2020Kent S. Ware 65 2011 2020RyanDaw 66 2004 2021George P. Greenwood 65 2012 2021Greg J. Matis 55 2015 2021Dale Smith 73 2012 2019Thomas Ward 51 2018 2019

The Board of Directors met on 13 occasions during 2018. Kent Ware, Greg Matis, and Tom Wardattended all 13 meetings; Ryan Daw, George Greenwood, and Dale Smith attended 11 meetings; andSteve Tripp attended 9 meetings. The directors also discussed our business and affairs on numerousoccasions throughout the year and took several actions through unanimous written consents in lieu ofmeetings ..

Election of Directors

Dale Smith is a life-long resident of Draper. His ancestors, Ebenezer Brown and Absalom Smith,were some of the first settlers of Draper. Dale is the co-owner of Dale T. Smith & Sons Meat PackingCompany, which his family has operated for over 66 years in Draper. Dale and his wife Joanne have fivechildren and 26 grandchildren. He and Joanne have served two missions in the Philippines for the LDSChurch. Dale enjoys working in his yard and spending time with his family. He loves Draper even thoughit has changed a lot from his boyhood. He is grateful for the opportunity to serve his communitywhenever he can. Dale is a Class A stockholder.

Thomas Ward, who is nominated by the Board of Directors, lived in Draper for over 20 years.During that time, Tom and his wife Nikki have enjoyed raising their children, Chris and Katie, whilebeing involved in the community at a time when Draper was transitioning from a small farming town to avibrant destination community. Tom was raised operating his family ranch near Carson City, Nevada, andobtained his civil/environmental engineer degree from Gonzaga University. Specializing in water, Tomworked over 28 years as a professional design consultant and public utility manager of canals, watertreatment plants, and water systems. He has also served on several water boards, including the Utah LakeWater Users and East Jordan Irrigation Company. Tom is currently Director of Sandy City PublicUtilities. In his free time, Tom enjoys running, hiking, biking, skiing, and exploring with family andfriends.

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Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the election of the nominees Dale Smith andThomas Ward, to serve as our directors until the expiration of their terms and until their successors areelected and qualified. The terms of those persons elected will expire at the 2022 annual meeting ofstockholders.

Certain Relationships and Related Transactions

Members of our Board of Directors are paid $400 per meeting.

Nominees for Director in 2020

In early 2020, we will announce when our annual meeting will be held. We will give ourstockholders at least 30 days' advance notice of the date by which the information for each nominee willhave to be submitted in order to nominate persons for election as directors at our 2020 annual meeting.

By Order of the Board of Directors

Draper Irrigation Company

~A~Kent S. Ware, President

February 5,2019

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BALLOT

DRAPER IRRIGATION COMPANY

Annual Meeting of Stockholders ofDraper Irrigation Company on March 20, 2019

This ballot will be considered as a proxy to determine the presence of a quorum at, and to permit thecompany to count the votes of persons unable to attend, the Annual Meeting of Stockholders of Draper IrrigationCompany, to be held March 20, 2019, at 7:00 p.m. local time or any adjouroment(s), at Draper City CouncilRoom; 1020 East Pioneer Road (12400 South), Draper, Utah. Please return your ballot even if you choose notto vote for any of the nominees. This will allow your shares of stock to be represented and give the companythe 20% needed to constitute a quorum.

2019 Directors - You may vote/or one, two, or none of these two nominees

Vote Name Nominated by

o Dale Smith Company Board of Directors

n Thomas Ward Company Board of Directors

n None

Please print your name and address and sign your name exactly as it appears in the records of theCompany. When joint tenants hold shares, both should sign.

I own share( s) of Class A Irrigation Stock and share( s) of Class B Culinary Stock.

My information is below:

Signature Signature (if held jointly)

Print Name Print Name

Dated: -' 2019Address

Please-mark, sign, date, andmail, fax, or email this ballot to: Draper Irrigation Company

PO Box 156Draper, UT 84020Facsimile: (801) 571-8054E-Mail: hope@waterpro.net