MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATJON

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

June 26, 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.

Kevan Espy displayed Cobb EMC’s electric bicycle purchased as part of Cobb EMC’selectric vehicle initiative.

INVOCATION AND PLEDGERennia Taylor gave the invocation and led the pledge.

IN ATTENDANCEThe following members of the Board of Directors were present:

Bryan BoydTripper SharpDavid McClellanDavid TennantKelly BodnerMalcolm SwansonEric B. BroadwellRudy Underwood

Others in attendance were:

Peter HeintzelmanTim SosebeeKevan EspyJamey HulseyKristi KnightLeslie ThompsonJenny CarrollRon YounkerPerla Dc La RosaRennia TaylorTim JarrellJada McCollum

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Keith CookKevin Moore, General Counsel

APPROVAL OF AGENDA

Director Underwood requested an item added to New Business to discuss Director attirefor Board Meetings.

Director Boyd made a motion to approve the agenda. as amended: seconded by DirectorBroadwell. The motion carried unanimously.

SAFETY MESSAGE

Keith Cook, Construction Line Superintendent, presented the Safety Message onpreventing auto theft. Mr. Cook stressed the importance of always being alert, aware andprepared in all situations.

APPROVAL OF PREVIOUS MINUTES

Chairman Sharp called for a vote to approve the minutes from the May 22, 2018 Board ofDirectors Meeting. Director Bodner seconded a motion made by Director McClellan to approvethe minutes. The motion carried unanimously.

RECOGMZE MEMBERS

No members were present at the meeting.

REPORT FROM BUDGET %ND FINANCE COMMITTEE

Director McClellan, Chairman of the Budget and Finance Committee, presented thereport from the Budget and Finance Committee Meeting held on June 25, 2018.

Director McClellan stated the Committee approved the minutes of the May 21. 2018Committee meeting. Kevin Greiner, President and CEO of Gas South. presented an update onGas South’s financial results as of May 2018. Gas South’s net income for May was reported as aloss of $900,000, which is $300,000 unfavorable to budget. The fiscal year-to-date is the same.

The Committee received the Financial and Statistical Report for Cobb EMC for themonth of May 2018 by Bob Schoonover, Interim Chief Financial Officer. The net margin forMay was reported at a loss of $6.3 million which is $2.7 million unfavorable to the budget. Thecalendar year-to-date net margin is $5.1 million which is $4.3 million favorable to budget. TheBalance Sheet at the end of May is $938.8 million.

Tim Sosebee. Senior Vice President of Business Operations presented to the Committee areport on “write-offs” for the month of May 2018 for $18,411.

Tim Jarrell, Vice President of Power Supply, reported on the Power Cost Update for themonth of May. The Committee received a staff recommendation for the Wholesale Power CostAdjustment (WPA) of negative four mils on member’s bills rendered in July 2018. TheCommittee recommended the Wholesale Power Adjustment (WPA) negative four mils for the

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month of July 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 the

recommendation of a Wholesale Power Adjustment of negative four mils starting July 1, 2018,with consideration thereof monthly. There being no second necessary, the motion to approve theCommittee’s recommendation, with consideration thereof monthly carried unanimously.

Chairman Broadwell noted this WPA recommendation was recommended by DirectorUnderwood and supported by Directors Broadwell and Bodner.

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 June 22, 2018. The Committee met with the cooperative’s external auditor, Russ Rountree ofMcNair. McLemore. Middetbrooks and Co. LLC., and reviewed the independent audit report.

Mr. Rountree also attended the B and F Committee Meeting on June 25. 2018 andpresented to the Board in detail the Consolidated Financial Statements as of April 30. 2018 and2017 and Independent Auditor’s Report.

Director Underwood made a motion from the Committee’s recommendation to accept theCobb EMC external audit, as presented. There being no second necessary, the motion to acceptthe external audit carried unanimously.

Mr. Heintzelman and Committee Chairman Underwood commended the FinanceDepartment for their hard work and efforts with this year’s audit.

Public Affairs and Education Committee

Kelly Bodner, Chairperson of the Public Affairs and Education Committee, stated theCommittee did not meet hut plans to meet next month to discuss the upcoming annual meetingand to receive updates on the marketing firm selected to assist with the electric vehicle initiative.

Governance Committee

Tripper Sharp offered a report for the Governance Committee on behalf of Ed Crowell,Chairman of Governance Committee. The Committee met on June 20, 2018 to discuss Policy805: Cooperative Vehicles and Equipment. The Committee made a recommendation to modifythis policy to allow employees, and in some cases members, to drive or ride in specifiedcompany vehicles. Because language from Policy 706: Vehicle and Equipment Utilization, wasincorporated into Policy 805, Policy 706 will be deleted.

Chairman Sharp called for a vote on the motion from the Committee to approve thechanges to Policy 805 and to delete Policy 706. There being no second necessary, the motion toapprove the Committee’s recommendation carried unanimously.

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Energy Portfolio CommitteeDirector David Tennant, Chairman of the Energy Portfolio Committee, stated the

Committee met on June 12, 2018 to discuss the three-year rate strategy to be presented to theBoard for approval in October and the benefits of an Electric Vehicle-Time of Use Rate (EVTOU) for Cobb EMC.

Discussion was held regarding the electric vehicle industry and the future growthexpectations of electric vehicles.

The Committee made a recommendation to approve the EV-TOU Rate, as presented.Chairman Sharp called for a vote on the motion from the Committee to approve the EV

TOU Rate. There being no second necessary, the motion to approve the Committee’srecommendation carried unanimously with Director Underwood abstaining.

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 MEMBERSHIPS

Peter Heintzelman, President and CEO, presented the Applications and Cancellations ofMemberships report, stating there were 2,112 activations and 1,854 cancellations, resulting in25$ net new members in May. The member count year to date is 1,050 and the total membercount as of June 1, 2018 was 184,324.

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

REVIEW SAFETY REPORT

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

May 2018 Results

• May Safety Meetings - attendance is 100% for all departments, which includes 24 make-ups.

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

• Safety Violation Incidents - displayed annual totals from 2014 through 2018 with twosafety violations occurring in May 201$ with a total of six year-to-date.

• Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with onenon-violation, and zero violation injuries occurring in May 201$. There have been sixnon-violation and zero violation injuries year-to-date.

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• Incident / DART Rate (includes preventable and non-preventable injuries) - displayedannual totals from 2014 through 2018. Cobb EMC’s year-to-date cumulative incidentrate is 1.45 and the year-to-date dart rate is 0.24.

• Safety Goal for 2018 = 100 percent — the 2018 daily success rate is 100 percent; 151 outof 151 days have passed without a violation injury; 279 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 79.57 percent in April to 81.35 percent inMay. Mr. Hulsey noted the cooperative is working diligently to continually trend this numberupward in 2018.

MARKETING AND CORPORATE COMMUNICATIONS REPORT

Mr. Espy presented the May 2018 Marketing and Corporate Communications report anddiscussed the Cobb EMC App promotion. Since its inception in January of 2017, the applicationhas 38,937 recorded downloads.

Mr. Espy discussed activities for the cooperative, which including hosting an EnergyEfficiency Seminar and a Trusted Energy Advisor (TEA) Conference. At the Trusted EnergyAdvisor Conference, there were over 60 participants, twenty of which were from differentcooperatives. The TEA Conference should prove to be an annual event.

Out of 610 entries, Cobb EMC received special recognition from the CooperativeCommunicators Association. Awards received were third place in the Promotional Videocategory for our video, “Cobb EMC Commits to Service”, and second place in the Websitecategory for our recently revamped www.cobbemc.com website.

Upcoming events for the cooperative include a July 4th Celebration for employees onJune 28 at 11:30 a.m. and our Renewables and You event for members on August 16, 2018 at6:00p.m.

Mr. Espy provided the Community Foundation update and reported total distributions forJune 2018 totaled $64,700.

Mr. Espy presented the quarterly report from the Cobb EMC Community Foundation.For the second quarter, the cooperative dispersed $206,280; 73 applications were received, and63 were approved. The Foundation has reached a landmark of $3.6 million in disbursementssince its inception.

REPORT FROM PRESIDENT AND CEO

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

Culture and Safety• Continued evolving our culture towards innovation, leadership, accountability, and

efficiency

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• Held our third employee town hail meeting in May; employees reaffirmed they prefermonthly meetings in lieu of quarterly

• One serious near-miss safety violation occurred with lessons learned and process changesimplemented

• Cyber Security is a growing concern for our cooperative, we are responding by;- Executing regular testing and third party ethical hacker exercises- Implementing additional employee training and enforcement

• Kicked off compensation study with Kom Ferry-Hay Group• Conducted performance management process evaluations within the Engineering and

Operations Departments

Innovation and EfficiencyStrategy and Innovation

• Strategic process refined with consultant identified and a calendar established• Finalized EV-TOU rate for board presentation and approval• Nissan Leaf ride and drive very successful• Completed Cost of Service Study (COSS) analysis

Efficiency

• Identified motor pool decrease of 8.0 percent of motorized stock and 3.5 percent of non-motorized stock

• Changed benefits providers to save 570.000 per year and gain a more employee-friendlyvendor with state-of-the-art web assistance

• Enhanced procurement discipline resulting in $126,000 savings over 2 years forelectronic switches

Communication / Engagement• Attended the Cobb Chamber Chairman’s club and offered an introduction and short

speech• Invited to participate in a radio show interview with Lou Weiland of Atlanta Community

Profiles• Hosted an employee lunch with Town Hall Meeting/Idea machine “Wattee Award

Winners” and with winners of the BBQ naming contest• Attended an introduction meeting with PSC Commissioners• Attended meetings with senior personnel of Georgia Power• Attended the GEMC Board meeting; contiHuing to become acquainted with partners and

peers in the cooperative world• Issued a press release on Green Power solar transaction

REPORT FROM GENERAL COUNSEL

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

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REPORT FROM DIRECTORS

• Director McClellan attended The Energy Efficiency Seminar and noted it was a well-organized and informative event

• Director Bodner applauded Cobb EMC for their continued support of Cobb County’sThird Annual “Stemapalooza” summer conference at Kennesaw Mtn. High School,where over 500 educators. administrators and exhibitors from across the stateparticipated. Cobb EMC received special recognition for their Platinum Sponsorship.Director Bodner noted that Cobb EMC employees are participating in the MUSTMinistries Summer Lunch Program Friday, June 29, where volunteers will assemble1,000 lunches

• Chairman Sharp attended the Cobb Chamber Breakfast for Mr. Heintzelman’sintroduction, the Steak Out to honor local law enforcement and the Open House for thecooperatives newly renovated Building 1000

• Director Tennant attended the OPC/GTC/GSOC Advisory Council meeting• Director Boyd attended the Cobb Chamber Breakfast• Director Broadwell attended the Cobb EMC Steak Out. Director Broadwell discussed an

encounter he had with a member whose power was disconnected for nonpayment. Mr.Sosebee worked with the member to resolve his issue. Because of this incident, themember decided to down load our Smart Choice app so he could pay future billselectronically in lieu of mail

OLD BUSINESS

Project Benji UpdateTim Jarrell. Vice President of Power Supply, offered an update on Project Benji. Mr.

Jarrell praised the Project Benji Team and thanked them for their continued efforts with thisinitiative. Mr. Jarrell noted the importance of pairing individuals together on the team topromote needed cross training.

Mr. Jarrell presented details of Phase One — Key Successes stating 43 gaps and risks wereidentified. The plan has a target completion date of June 30, 2018.

Mr. Jarrell presented details of Phase Two — Next Steps, stating the Distribution SystemRestoration Plan (DSRP) should be finalized by June 30, 2018. A “Drill Plan” is beingdeveloped by the Project Benji Team and the draft is set for completion by July 31, 2018. Thedrill will be conducted sometime during the first week of October.

NEW BUSINESS

Set Record Date for Annual MeetingMr. Espy brought to the Board the requirement to set a Record Date for the Annual

Meeting scheduled for September 15, 2018, per Section 2.05 of the Cobb EMC Bylaws. Mr.Espy proposed July 13, 2018 as the Record Date.

Director Boyd made a motion to accept the staff recommendation; seconded by DirectorMcClellan. The motion carried unanimously

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Attire for Monthly Board MeetingDirector Underwood made a recommendation to adopt a “business casual” dress policy

for Directors during monthly Board meetings.Director Underwood made a motion to approve the business casual dress code for Board

meetings, seconded by Director Tennant. The motion carried unanimously.The Board agreed to give Chairman Sharp the option to allow for exceptions to this rule

when necessary.

EXECUTIVE SESSION

Chairman Sharp stated there were no matters or issues for executive session.

ADJOURN11ENT

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

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Bryan Boy - Tripper SharpSecretary/Treasurer Chairman