MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

May 22, 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 led the pledge.

IN ATTENDANCE

The following members of the Board of Directors were present:Bryan BoydTripper SharpDavid McClellanDavid TennantEd CrowellKelly BodnerMalcolm SwansonEric B. BroadwellRudy Underwood (telephonically)

Others in attendance were:

Peter HeintzelmanTim SosebeeKevan EspyJamey HulseyKristi KnightBob SchoonoverJenny CarrollRon YounkerPerla De La RosaKevin MilmanShae WhitakerKimberly Stallworth. Member Guest

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Jackson Hartman. Member GuestChip Nelson, Former President and CEO, attended Executive SessionKevin Moore. General Counsel

APPROVAL Of AGENDA

Director Boyd made a motion to approve the agenda, seconded by Director Bodner. Themotion carried unanimously.

SAFETY MESSAGE

Shae Whitaker, Staff Accountant, presented the Safety Message on skin cancerprevention and being “sun smart”, which involves seeking shade, wearing sunscreen that is waterresistant with an SPF 30 or higher. wearing protective clothing, avoiding tanning beds, lookingfor any changes on the skin and seeing a board-certified dermatologist for an exam annually.

APPROVAL Of PREVIOUS MINUTES

Chairman Sharp called for a vote to approve the minutes from the April 24, 2018 Boardof Directors Meeting. Director Bodner seconded a motion made by Director McClellan toapprove the minutes. The motion carried unanimously.

RECOGNIZE MEMBERS

Chairman Sharp welcomed member guest Kimberly Stallworth and Jackson Hartman tothe meeting.

REPORT FROM BUDGET AND FINANCE COMI’vIITTEE

Director McClellan, Chairman of the Budget and Finance Committee, presented thereport from the Budget and Finance Committee Meeting held on May 21, 2018.

Director McClellan stated the Committee approved the minutes of the April 23, 2018Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update onGas South’s financial results as of April 2018. Gas South’s net income for April was $1.2million, which is favorable to budget by $300,000. The fiscal year-to-date net income is $17million, which is $2 million unfavorable to the budget.

The Committee received the Financial and Statistical Report for Cobb EMC for themonth of April 2018 by Bob Schoonover, Interim Chief Financial Officer. The net margin forApril was reported at a loss of $700,000 which is $2.3 million favorable to the budget. Thecalendar year-to-date net margin is $11.4 million which is $6.9 million favorable to budget. TheBalance Sheet at the end of April is $936.7 million.

Tim Sosebee. Senior Vice President of Business Operations presented to the Committee areport on “write-offs” for the month of April 2018 for $22,600.

Mr. Schoonover gave a report on the First Quarter 2018 Budget Comparison. For thequarter, Cobb EMC’s Expense and Capital budget was under budget by 5.79%.

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Kevin Milman, Director of Power Supply, reported on the Power Cost Update for themonth of April. The Committee received a staff recommendation for the Wholesale Power CostAdjustment (WPA) of zero mils on member’s bills rendered in June 2018 from Mr. Milman.The Committee recommended the Wholesale Power Adjustment (WPA) be zero for the month ofJune 2018. 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 June 1, 2018, withconsideration thereof monthly. There being no second necessary, the motion to approve theCommittee’s recommendation, with consideration thereof monthly carried unanimously.

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 didnot meet, but plans to meet on June 22, 2018.

Public Affairs and Education Committee

Kelly Bodner, Chairperson of the Public Affairs and Education Committee, stated theCommittee did not meet and she had nothing to report.

Governance Committee

Ed Crowell, Chairman of Governance Committee, stated the Committee did not meet andhe had nothing to report.

Energy Portfolio Committee

Director David Tennant, Chairman of the Energy Portfotio Committee, stated theCommittee did not meet, but plans to meet next on June 12, 2018.

Human Resource Committee

Director Swanson. Chairman of the Human Resource Committee. stated the Committeedid not meet and he had nothing to report.

APPROVE APPLICATIONS AND CANCELLATIONS OF rvWrvIBERSfflPS

Peter Heintzelman, President and CEO, presented the Applications and Cancellations ofMemberships report, stating there were 1,903 activations and 1.638 cancellations, resulting in

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265 net new members in April. The member count year to date is 792 and the total membercount as of May 1, 2018 was 184,066.

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

REVIEW SAFETY REPORT

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

April 2018 Results

• April Safety Meetings - attendance is 100% for all departments, which includes 95 makeups.

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

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

• Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with onenon-violations, and zero violation injuries occurring in April 2018. There have been fivenon-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 1.25 and the year-to-date dart rate is 0.25.

• Safety Goal for 2018 = 100 percent — the 2018 daily success rate is 100 percent; 120 outof 120 days have passed without a violation injury; 248 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 increased from 79.03 percent in March to 79.57 percent inApril. Mr. Hulsey noted the cooperative is working diligently to continually trend this numberupward in 2018.

Quarterly Reliability Report

Mr. Hulsey presented the monthly SAIDI (System Average Interruption Duration Index)trends for 2016 through 2018. The cumulative SAIDI was 34.21 for 2016, 38.86 for 2017 and3.77 year-to-date for 2018. The 2018 threshold is 38.66, target is 34.80 and stretch is 30.93.

Mr. Hulsey reviewed the 2018 year-to-date average minutes lost by cause code reportnoting Damaged Equipment or Lines as the main contributor at 0.68 minutes with right-of-wayas the second highest contributor at 0.66 minutes.

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MARKETING AND CORPORATE COMMUMCATIONS REPORT

Mr. Espy presented the April 2018 Marketing and Corporate Communications report anddiscussed the Cobb EMC App promotion. Since its inception in January of 2017, the applicationhas 37,138 recorded downloads.

Mr. Espy discussed activities for the cooperative, which including hosting a communityEarth Day Event. Total, Cobb EMC recycled 20.5 tons of metal and shredded 15 tons of paper.

Cobb EMC’s Home Energy Makeover was again a huge success. With over 200-memberentries received, the Baxter Family was chosen as the winner to receive a host of upgrades andimprovements to their home.

Upcoming events for the cooperative include a July 4 Emp]oyee Celebration foremployees on June28 and A Renewables and You event for members on August 16, 2018.

Mr. Espy provided the Community Foundation update and reported total distributions forMay 2018 totaled $62,300. The Foundation has reached a landmark of $3.5 million indisbursements since its inception.

REPORT FROM PRESIDENT ANJ) CEO

Peter Heintzelman, President and CEO, presented Director Underwood with his DirectorGold certification from the National Rural Electric Cooperative Association.

Mr. Heintzelman reported on an active month for Cobb EMC:

Events in April• A second, successful Town Halt Meeting was held and the first “Wattee Award” was

issued for the top five ideas in the Idea MachineSome examples of winning Idea Machine submissions, include:

- Allowing non-customer facing staff to wear jeans Monday through Thursday- Giving away smart thermostats during the annual meeting- Providing an on campus “Food Truck Day” for employees. The first Food Truck

Day is scheduled for Thursday, May 24, 2018.- Eliminating quarterly audit reports to save costs and time- Built a customized, trailer mounted smoker and grill for employees to use during

employee and member events• Announced elimination of waiting periods for employees for medical and 401k as part of

our initiative to become one of Atlanta’s Best Ptaces to Work• The new Idea Machine was unveiled and a department machine building contest for

employees is currently underway• Good progress is being made with leadership focus with accountability for our values

through all levels of management and employees• Great progress is being made by the Electric Vehicle task force and power supply• Successfully hosted the ALDC (Association for Large Distribution Cooperatives)

Conference in Attanta. Impactful presentations and leamings included:- Cybersecurity live hacking demo- Storm preparedness- Benefits “disruption” from a benefits strategist

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• Good progress on CFO search. Five external candidates have been identified along withtwo internal candidates

• Active shooter training completed• Held a kickoff meeting for NISC-ABS module (finance and HR)• Met with local and state community leaders Casey Cagle, John Albers, Sharon Mason,

Mike Boyce, and Rob Hosack

Upcoming Events• A strategy process has been created and consultant coordinator options are being

considered• The cooperative has arranged for the loan of a Nissan Leaf electric vehicle. Cobb EMC

is currently advertising this initiative to members to provide them with an opportunity todrive an electric car

• A fun and educational video shoot with two electric vehicles is scheduled in June,followed by other models throughout the summer

• A goal is set to present the electric vehicle rate proposaL to the Board in June• Currently focusing on the completion of the 90-day deliverables and begin work on

longer term elements of the business

REPORT FROM GENERAL COUNSEL

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

REPORT FROM DIRECTORS

• Director Boyd attended The Cobb EMC Habitat for Humanity build and enjoyed meetingthe homeowners

• Director Tennant attended the Trusted Energy Advisor conference sponsored by CobbEMC and thanked Tim Jarrell and Kevan Espy for their work in organizing the event.Director Tennent noted a variety of EMC’s attended the conference and feels certain itwill become an annual event

• Director Crowell plans to attend the upcoming Georgia EMC Meeting• Chairman Sharp attended the Cobb EMC Home Owners Association (HOA) Meeting and

the Energy Efficiency Seminar. Chairman Sharp commended Kevan Espy for his workto organize these events

• Director Bodner attended The Habitat for Humanity build, the HOA Meeting and theEnergy Efficiency Seminar. Director Bodner commented that all events were wellattended, useful and well organized.

• Director Underwood met recently with Representative John Carson of the Georgia Houseof Representatives. Director Underwood stated a member contacted him with concernsregarding LED lights. Kevan Espy visited the member to try to resolve the issue.Director Underwood noted that he was again asked to serve on the EMC Director’sAssociation

• Director McClellan attended the HOA Meeting and the Energy Efficiency Seminar

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OLD BUSINESS

Chairman Sharp stated there was no old business to discuss.

NEW BUSINESS

Director Broadwell noted he has enjoyed Mr. Heintzelman’s monthly Board reports andhearing detailed plans for the cooperative.

EXECUTIVE SESSION

Director Boyd made a motion to enter Executive Session to discuss a personnel matter;seconded by Director Tennant. The motion carried unanimously.

The Directors took a short recess then entered Executive Session.

Motion by Director Underwood to exit Executive Session, seconded by Director Boyd,the motion carried unanimously.

ADJOURNMENT

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

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Bryan Bc%id Tripper SharpSecretary/Treasurer Chairman