MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

August 28, 2018

CALL TO ORDER

Chairman Tripper Sharp called the meeting of the Cobb Electric MembershipCorporation (hereinafter “Cobb EMC”) Board of Directors to order at approximately 4:00 p.m.The meeting was held in the Board Room of the Administrative Building.

INVOCATION AND PLEDGE

Kevan Espy gave the invocation and ted the pledge.

IN ATTENDANCE

The following members of the Board of Directors were present:Bryan BoydTripper SharpDavid McClellanDavid TennantKelly BodnerMalcolm SwansonEric B. BroadwellRudy UnderwoodEd Crowell

Others in attendance were:

Peter HeintzelmanBrett StovemTim SosebeeKevan EspyJamey HulseyKristi KnightLeslie ThompsonJenny CarrollRon YounkerPerla De La RosaTim JarrellBob Schoonover

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Harriet WilliamsKevin Moore, General CounselKimberly Stallworth, Member GuestEllis Alfred, Member Guest

APPROVAL OF AGENDA

Peter Heintzelman, President and CEO, requested an item be added to Executive Sessionto discuss confidential strategic business operations.

Director Broadwell made a motion to approve the agenda, as amended: seconded byDirector Boyd. The motion carried unanimously.

SAFETY MESSAGE

Harriet Williams, Quality Control and Training Development, presented the SafetyMessage on how to treat a snake bite by offering the following tips:

• Call 911 immediately• Stay calm and still as movement can cause the venom to travel more quickly through

the body• Take a picture of the snake. This will help to identify the type of snake that caused the

bite and the anti-venom to administer. Do not waste time hunting down the snake tokill it or take a photo

• Some common myths to avoid when treating a snake bite: do not use a tourniquet, or acold compress on the bite and do not attempt to suck the venom out by mouth

APPROVAL OF PREVIOUS MINUTES

Chairman Sharp called for a vote to approve the minutes from the July 24, 2018 Board ofDirectors Meeting. Director Broadwell seconded a motion made by Director McClellan toapprove the minutes. The motion carried unanimously.

RECOGMZE MEMBERS

Chairman Sharp welcomed member guests Kimberly Stallworth and Ellis Alfred to themeeting.

REPORT FROM BUI)GET AND FINANCE COMMITTEE

Director McClellan, Chairman of the Budget and Finance Committee, presented thereport from the Budget and Finance Committee Meeting held on August 27, 2018.

Director McClellan stated the Committee approved the minutes of the July 23, 2018Committee meeting. Jamie Tieman, Vice President and CFO of Gas South, presented an updateon Gas South’s financial results as of July 2018. Gas South’s net income for July was reportedas a loss of $700,000. which is $600,000 favorable to budget. For the fiscal year-to-date, GasSouth’s net income is a loss of $2.4 million which is $700,000 favorable to the budget.

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The Committee received the Financial and Statistical Report for Cobb EMC for themonth of July 201$ by Bob Schoonover, Interim Chief Financial Officer. The net margin forJuly was reported at $4.0 million which is $3.5 million unfavorable to the budget. The calendaryear-to-date net margin is $13.8 million which is $3.9 million favorable to budget. The BalanceSheet at the end of July is $953.6 million.

Tim Sosehee. Senior Vice President of Business Operations presented to the Committee areport on “write-offs” for the month of July 2018 for $60,350.

Mr. Schoonover gave a report on the Second Quarter 2018 Budget Comparison. For thequarter, Cobb EMC’s Expense and Capital budget was under budget by .25 percent. Thecalendar year-to-date is under budget by 2.93 percent.

Kevin Milman, Director of Power Supply, reported on the Power Cost Update for themonth of July. The Committee received a staff recommendation for the Wholesale Power CostAdjustment (WPA) of zero mils on member’s bills rendered in September 2018. The Committeerecommended the Wholesale Power Adjustment (WPA) of zero mils for the month of September201$. The WPA will be reviewed monthly and adjusted if necessary.

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation of a Wholesale Power Adjustment of zero mils starting September 1, 2018,with consideration thereof monthly. There being no second necessary, the motion to approve theCommittee’s recommendation, with consideration thereof monthly carried unanimously.

Director Crowell noted that Gas South remitted $15.8 million of cash in August of 2018,accounted as return of equity to Cobb EMC.

Chairman Sharp stated the financial reports have been reviewed and are ready forsubmittal to the auditors.

REPORTS FROM COMMITTEES

Audit Committee

Director Rudy Underwood, Chairman of the Audit Committee, stated the Committee meton August 24, 2018 and discussed:

• Brett Stovem, CFO, discussed updates to the cooperative’s Accounting policies andinitiatives, Gas South contribution. aid accruing P3 Incentive Program paymentsthroughout the year

• Kristi Knight, Vice President of Internal Audit and Compliance, reviewed the followingaudit reports; HR Compliance. Board Email Controls, Insurance Program, Contributionsin Aid of Construction, and Payroll Risk and Control Workshop

• Ms. Knight also discussed second quarter recommendation status, reviewed currentcontract management compliance, and offered a follow-up on external audit items

Public Affairs and Education Committee

Kelly Bodner, Chairperson of the Public Affairs and Education Committee, stated theCommittee met on August 8. 2018 and discussed:

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• Phase Three of the Electric Vehicle (EV) initiative. The marketing strategy for EV is stillunderway and the roll out for the new EV rates are scheduled for September 2018

• The following details regarding the Annual Meeting were discussed:- Agendas (for members distribution and for the planning committee)- Territory slides- Layouts (member map and arena map)- Recycling- Discontinuing early bird raffle and replacing with one door prize- Voting results process

Director Boyd made a motion to approve the Annual Meeting member agenda. seconded byDirector McClellan. The motion carried unanimously.

• The Committee approved renaming the Washington Youth Tour program to the CobbEMC Youth Leadership Program to better describe its purpose and received an update onthe Cobb EMC Foundation regarding funding this program

• The Committee discussed ways to improve communication to the Board to keep theminformed of all Cobb EMC events

• Discussed feedback received from the electric vehicle video• Discussed updating new member kits• The Committee continues to receive positive feedback from members regarding the

unprecedented scores Cobb EMC received from J. D. Power and Associates

Governance Committee

Ed Crowell, Chairman of the Governance Committee, stated the Committee did not meetin July but plans to meet on September 12, 2018.

Energy Portfolio Committee

Director David Tennant, Chairman of the Energy Portfolio Committee, stated theCommittee met August 20, 2018 and he would give his presentation during Executive Session.

Human Resource Committee

Director Swanson, Chairman of the Human Resource Committee, stated the Committeemet July 26, 2018 and discussed:

• Update on current benefit plan performance• The future outlook of 2019 employee benefits• Pre-91 medical goals• Received an introduction to new benefits counsel and benefits broker of Nelson Mullins• Reviewed 457 plans

The Committee plans to meet next on August 29. 2018 to discuss 2019 Benefits Renewaland Recommendations for Active Employees

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APPROVE APPLICATIONS ANT) CANCELLATIONS OF MEMEERSIIIPS

Peter Heintzelman. President and CEO, presented the Applications and Cancellations ofMemberships report. stating there were 2,518 activations and 2,396 cancellations, resulting in122 net new members in July. The member count year to date is 1,313 and the total membercount as of August 1, 2018 was 184,587.

Director Crowell made a motion to approve the applications for new memberships andapprove cancellations of memberships, seconded by Director Broadwell. The motion carriedunanimously.

REVIEW SAFETY REPORT

Jamey Hulsey, Senior Vice President of Electric Operations, presented the July 2018Board Safety Report.

July 2018 Results

• July Safety Meetings - attendance is 100% for all departments, which includes 89 makeups

• Preventable Vehicle Accidents - displayed annual totals from 2014 through 2018 withzero preventable vehicle accidents occurring in July 2018 with a total of three year-to-date

• Safety Violation Incidents - displayed annual totals from 2014 through 2018 with zerosafety violations occurring in July 2018 with a total of eight year-to-date

• Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with zeronon-violation, and zero violation injuries occurring in July 2018. There have been sevennon-violation and zero violation injuries year-to-date

• Incident / DART Rate (includes preventable and non-preventable injuries) - displayedannual totals from 2014 through 2018. Cobb EMC’s year-to-date cumulative incidentrate is 1.72 and the year-to-date dart rate is 0.25

• Safety Goal for 2018 100 percent — the 2018 daily success rate is 100 percent; 212 outof 212 days have passed without a violation injury; 340 days have passed since the lastviolation injury

Percentage of Safety Participation

Yearly totals for safety participation in 2015 were 42.1 percent, 79.7 percent in 2016 and87.53 in 2017. Safety participation slightly increased from 81.25 percent in June to $5.52percent in July. Mr. Hulsey stated the cooperative is working diligently to continually trend thisnumber upward in 2018.

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Ouarterly Reliability Report

Mr. Hulsey presented the monthly SAIDI (System Average Interruption Duration Index)trends for 2016 through 2018. The cumulative SAlEM was 34.21 for 2016, 38.86 for 2017 and16.37 year-to-date for 2018. The 2018 threshold is 38.66, target is 34.80 and stretch is 30.93.

Mr. 1-Tulsey reviewed the number of sustained outage events from 2013 to 2018 notingstorms in June of 2018 significantly increased the number of outages. Regarding the 2018 brokepoles summary, 10 broke poles were reported in June and 27 year-to-date. Mr. Hulsey offered areport on the 2018 year-to-date average minutes lost by cause code noting Severe Storms as themain contributor at 4.01 minutes with Tree-Outside of Right-of-Way as the second highestcontributor at 2.33 minutes.

MARKETING AND CORPORATE COMMUMCATIONS REPORT

Mr. Espy presented the July 2018 Marketing and Corporate Communications report anddiscussed the Cobb EMC App promotion. Since its inception in January of 2017, the applicationhas 44,186 recorded downloads. A rise in downloads occurred in July of 201$ due to CobbEMC Member Care Representatives increasing promotion of the app.

Upcoming events for the cooperative include the 80th Annual Meeting on September 15,201 8, at the Jim R. Miller park in Marietta, Georgia, a Safety “High Tea” for Seniors on October10, 2018 and a Safety Seminar October 18, 2018.

Mr. Espy reviewed the Annual Meeting member and arena map and discussed the generallayout and plans for the meeting.

The initiative to enhance and promote our partnership with Gas South through socialmedia and the Cobb EMC website has proved successful. The Board requested quarterly updateson the status of Gas South membership.

Gas South and Cobb EMC are finalists in the Corporate Volunteer Council of Atlanta’s2018 IMPACT Awards. The IMPACT Awards honors the best and brightest of corporatevolunteerism and civic engagement among Atlantas companies. Finalists will also behighlighted in a special insert in the Atlanta Business Chronicle.

Cobb EMC’s new rate plan has been named “NiteFlex” and will be announced officiallyon September 15, 2018.

Mr. Espy provided the Community Foundation update and reported total distributions forAugust 2018 totaled $79,500.

REPORT FROM PRESIDENT ANI) CEO

Peter Heintzelman. President and CEO, presented on an active month for Cobb EMC:

General and Internal Engagement

• The strategic process continues with deliverables on schedule- Board and Management strategic offsite feedback was very positive

• The focus at the July Town Hall Meeting was on safety, and a cyhersecurity refresh.Wattee awards were presented to:

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- Sabrina Babar - Culture awareness day- Brock Watkins - Budget training for employees prior to bi-weekly payroll rollout- RoshceHe Scipio-Kilgore- Wall of Fame for Member CareOur next Town Hall Meetings are scheduled for Thursday, August 30, 2018.

• Hosted lunch for Wattee award winners. Great feedback was received on mission andmorale

• Human Resource Update:- Authorized procurement director position. Interviews are currently underway- Target completion date for enhanced diversity plan identified set for end of 2018- Focus on medical benefits renewal and containing expected cost increase- Enhancing Investment Committee structure for the pension

• Update on Gas South:- Co-presented to business and governmental markets team regarding Cobb EMCinformation and philosophy of working together- Attended Gas South bank meeting to update lenders on the Gas South outlook- Attended Gas South family day at SunTrust Park- Attended Management Committee (MCOM) and PAC meeting

• The Distribution System Restoration Plan (DSRP) Training for employees is complete.A drill is scheduled for the cooperative in the fall.

• Cobb EMC has its first drone pilot who is FAA certified• Annual meeting preparation is on track

External Engagement

• Attended Co-Bank Executive forum and found the conference extremely useful with alarge focus on:- Innovation: distributed energy resources, broadband, renewables- Disruptive technology and historical bias of ‘non-belief’- Economic and political elements affecting our industry

• Attended half-day meeting with select EMCs on Smart Grid and Rural Broadband - AForum on Legal, Political and Marketplace Dynamics for EMCs in Georgia

• Attended small cell committee meeting. The benchmark contract is 75 percent completed• Attended Georgia EMC Manager’s meeting in Smarr regarding Vogtle 3 and 4• Attended Georgia EMC event and discussed electric vehicle promotion and other

common interests• Attended meetings with various government officials• Attended the Cobb Chamber breakfast and offered a speech as an event sponsor• Attended an Atlanta Chamber of Commerce meeting with CEO Hala Moddelmog and

David Hartnett• Visited office space builder Reeves and Young to tour facilities to seek ideas for future

renovations at Cobb EMC• Met with Radiance Solar, who specialize in providing customized solutions for EMCs,

regarding campus solar and storage. An upcoming tour is planned to visit sample sites

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REPORT FROM GENERAL COUNSEL

General Counsel. Kevin Moore, stated he had nothing to report.

REPORT FROM DIRECTORS

• Director McClellan attended the Women’s Task Force Meeting, and the Cobb EMCEnergy Efficiency Seminar. Director McClellan noted the seminar was a well-organizedevent with excellent member engagement

• Director Underwood attended Georgia EMC Director’s Association Conference where hewas elected Vice President of the Association. Director Underwood attended an eventwith Tricia Pridemore of the Georaia Public Service Commission (PSC) where shepraised Cobb EMC for their outstanding service to members and the community

• Director Bodner attended the Energy Efficiency Seminar and the Women’s Task ForceMeeting as well as Gas South’s Family Fun Day at SunTrust Park. Director Bodner alsoattended Cobb EMC’s Technology fair hosted by the System QuaLity and PlanningDepartment, where she had an opportunity to learn more about the cooperative’s next-generation smart grid.

• Director Swanson attended the Energy Efficiency Seminar which he noted it wasinformative and well organized. Director Swanson also attended the Women’s TaskForce Meeting. Director Swanson commented he is receiving many inquiries frommembers regarding the upcoming Annual Meeting

• Director Crowell attended the Georgia EMC Directors’ Association Conference. DirectorCrowell received a call from a member within Director Underwood’s district and theyworked with staff to address an issue from a member regarding a Street light. DirectorCrowell plans to attend an upcoming GEMC Executive Committee meeting and will offera report at next month’s meeting

• Director Tennant attended the Georgia EMC Directors’ Association Conference and theWomen’s Task Force meeting.

• Director Boyd attended the event with Tricia Pridemore, the Georgia EMC Directors’Association Conference, and the Atlanta Business Chronicles Most Admired CEOcelebration in support of Kevin Greiner of Gas South.

• Director Broadwell attended the Georgia EMC Directors’ Association Conference• Chairman Sharp attended the Energy Efficiency Seminar and Gas South’s Family Fun

Day at SunTrust Park. Chairman Sharp also attended the Atlanta Business ChroniclesMost Admired CEO celebration in support of Kevin Greiner and Cobb EMC’sTechnology Fair. Chairman Sharp stated he has received daily calls from membersregarding the upcoming Annual Meeting

OLD BUSINESS

Chairman Sharp stated there was no old business to discuss.

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NEW BUSINESS

Chairman Sharp presented a proposed First Amendment to the Gas South Third Amendedand Restated Limited Liability Company Agreement, and specifically Article 7, to ensurecontinued compliance with Georgia law and include appropriate gender-neutral language. Theamendments proposed to Article 7 are as follows:

ARTICLE 7MANAGEMENT COMMITTEE GOVERNANCE; COMPOSITION

Within thirty (30) days after the annual election of the Class A Member hoard of directors, itschair shall appoint no fewer than five (5) Representatives to the Management Committee, one (1)of whom shall be the CEO of the Class A Member and one (1) of whom shall be the CEO of theCompany. provided no more than four t4) one-half of whom may be members of the Class AMember board of directors. The chair of the Class A Member board of directors may remove orreplace any or all Representatives, other than the CEO of the Class A Member and the CEO ofthe Company, in said chair’s sole discretion. The composition of the Management Committee asof the Etfective Date is set forth in Schedule 2. Each Representative serving on the ManagementCommittee shall serve in such capacity until his/her successor or replacement shall have beenappointed by the chair of the Class A Member. or until his/her removal in accordance with thisArticle 7. voluntary resignation, death or disability, as applicable. The Chairman of theManagement Committee shall be elected by a majority of the Representatives and is limited tothree (3) consecutive full one (1) year terms as Chairman of the Management Committee.

Director Underwood made a motion to table the approval of the Amendment to allowtime for review, seconded by Director Broadwell. A red-lined copy of the Amendment wasprovided to the Board and a ten-minute recess called by Chairman Sharp to allow for review.Following discussion regarding the purpose for the Amendment and the structure of the GasSouth MCOM Committee, the Board requested the monthly Gas South MCOM minutes beadded monthly to Dropbox for director review. Director Underwood withdrew his motion totable consideration of the Amendment based on the understanding monthly minutes of the GasSouth MCOM Committee would be made available to all Directors on a monthly basis and thestated purpose of the Amendment. As second to the motion, Director Broadwell consented to thewithdrawal of the motion to table.

Director Tennant made a motion to approve the First Amendment to the Gas South ThirdAmended and Restated Limited Liability Company Agreement, seconded by Director Broadwell.The motion carried unanimously with Director Underwood abstaining.

EXECUTIVE SESSION

Mr. Heintzelman requested an item be added to Executive Session to discuss confidentialstrategic business operations.

Director McClellan made a motion to enter Executive Session to discuss confidentialstrategic business operations and trade sensitive contracts; seconded by Director Broadwell. Themotion carried unanimously.

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Motion by Director Broadwell to exit Executive Session, seconded by DirectorMcClellan, the motion carried unanimously.

ADJOURNMENT

There being no further business, Director Swanson made a motion to adjourn themeeting; seconded by Director Tennant. The motion carried unanimously.

AL2

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Bryan Byd Tripper SharpSecretary/Treasurer Chairman