Partnering with Public Power to Deliver Lower-Cost and More Reliable Transmission Service

GridLiance Overview Who We Are 

Nation’s first competitive transmission company focused on collaborating with under-served Public Power; incorporated in 2014 •

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Electric cooperatives, municipally-owned electric systems and joint action agency utilities (Public Power) can control their transmission future by jointly planning, developing, owning and operating transmission assets with GridLiance

Experienced, proven leadership team with oversight and financial support from Blackstone – one of the world’s leading investment firms •

Through Blackstone Energy Partners and Blackstone Capital Partners, GridLiance will have substantial committed capital available to invest in new transmission projects to deliver energy security to America

A New, Innovative Approach 

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Enabling Public Power to invest in transmission projects that were previously inaccessible •

Public Power utilities receive important economic and operating benefits and have a voice in governance

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Customers benefit from lower delivered energy costs and more reliable transmission service

Creating a strong, united Public Power coalition that will be equal participants with incumbent IOUs and other transmission companies in the RTO planning and bidding process •

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Low overhead structure is a distinct competitive advantage

Public Power can participate through long-term joint development agreements •

First 30-year joint development agreements signed with Missouri Joint Municipal Electric Utility Commission (MJMEUC) and Oklahoma Municipal Power Authority (OMPA)

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Public Power’s Problem: Paying the Costs, Receiving None of the Investment Benefits Transmission-dependent Public Power utilities historically have been unable to invest in regional transmission projects for lack of scale, planning infrastructure, regulatory influence and engagement  Over the past decade, 90% of MISO projects were won by incumbent utilities or existing transmission companies and nearly all SPP projects were awarded to IOUs with higher cost of capital  Lack of effective participation by Public Power undermines new federal policies mandating joint planning and competition

Public Power has limited ability to earn margins from regionally-funded projects that would reduce their customers’ delivered rates  Without the ability to effectively participate in new transmission construction projects, Public Power is unable to earn margins from regionally-funded projects to offset transmission rate increases being experienced

Despite paying higher rates, Public Power customers’ local transmission needs are not addressed  Public Power utilities lack, in many cases, the interconnected transmission networks enjoyed by IOUs because the regional transmission planning process does not always reflect Public Power’s needs  As a result, Public Power systems are often served by a single radial feed, and are not part of a looped system, leaving customers exposed to outages if that one connection goes down

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GridLiance’s Innovative Solution… GridLiance will serve as planning, construction and operating agent

Through joint development agreements, Public Power will have opportunity to jointly plan and co-own new transmission projects

PARTNERSHIP APPROACH Joining forces with Public Power to deliver lowercost and more reliable transmission service to customers Cost-effectively upgrading and integrating projects into the RTO Acquisition of existing Public Power assets and assumption of all North American Electric Reliability Corporate obligations GridLiance will leverage its size, scale and expertise to operate infrastructure more efficiently and lower the cost of increased transmission reliability

ENHANCING TRANSMISSION SERVICE RELIABILITY Relieving the financial and operational burdens from Public Power

Low-cost operating model an advantage in bidding process

LEVELING THE PLAYING FIELD Creating a viable competitive alternative to incumbent IOUs now building most projects

Feasible and economically attractive way for Public Power to participate in the transmission planning processes Gain economies of scale that allow Public Power partners to submit competitive bids

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…Delivers Significant Value to Public Power and Their Customers Lower Delivered Energy Costs

 New transmission projects are expected to increase market efficiency and relieve network congestion, lowering the delivered energy prices that customers otherwise would pay  Public Power formula rate will mirror GridLiance’s transmission operating companies’ rates – allowing Public Power utilities to earn margins to help offset the transmission rate increases being experienced

Enhanced Transmission Service Reliability

 Focus on planning for additional local transmission infrastructure which will enhance transmission service reliability for customers  Public Power entities are often not part of an interconnected transmission network; future projects will reflect Public Power’s needs and better serve the entire region

Liability Protection and No Assumed Risk

 Through its unique partnership structure, GridLiance will: • Build, operate and assume responsibility for infrastructure • Be responsible for complying with regulatory guidelines and reliability compliance programs and leverage its world-class compliance function to lower the associated costs and risks • Provide joint system planning, construction, operation and maintenance services

Increased Access to and Lower Delivered Costs for Clean Energy

 Increasing transmission infrastructure to deliver wind energy increases accessibility to clean energy, supporting federal and state renewable energy policy requirements and customer preferences  Supports Public Power utilities in “wind-rich” regions by lowering cost to deliver this power to distant load centers; also provides utilities outside these regions better access to clean energy

Advances FERC’s Policy Objectives

 Advances FERC’s goal of coordinated, large-scale regional planning to better ensure the most costeffective projects are selected  Increased competition for new projects

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Shared Governance, Shared Financial Benefits Shared Governance Structure Gives Public Power a Voice in Determining Future Projects 

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GridLiance and its Public Power partners will invest in regional transmission projects through a Municipal/Cooperative Network (MCN); Public Power will hold 1/3 of the MCN Board seats •

GridLiance’s MCN structure offers Public Power partners significant ownership rights and input into the planning process

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Public Power has the right to add projects into the MCN planning queue

Incumbent IOUs historically have been unwilling to grant Public Power such rights and “independent” transcos are unable to do so

Public Power Partners Will Mirror the Rates of GridLiance’s Transmission Operating Companies 

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Under FERC precedent, Public Power partners can use a hypothetical capital structure By using same ROE as MCNs, Public Power co-owners can build cash to reduce their customers’ delivered electricity rates

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GridLiance and Blackstone: Strong Partners for Public Power Co-Owned Project

Public Power Partners

Co-Owned Project

Public Power Partners

Co-Owned Project

Public Power Partners

Co-Owned Project

Public Power Partners

South Central MunicipalCooperative Network, LLC

GridLiance Heartland, LLC

Midcontinent MunicipalCooperative Network, LLC

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GridLiance has long-term oversight and financial support from Blackstone, one of the world’s leading investment firms •

Blackstone has a long history of successfully investing in energy infrastructure projects that deliver significant public benefits, including projects that lower generation costs, improve reliability and are environmentally friendly

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Through Blackstone Energy Partners and Blackstone Capital Partners, GridLiance will have substantial committed capital available to invest in new transmission projects around the country to deliver energy security to America

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Builds on Blackstone’s rich history of partnering with innovative energy companies to solve critical infrastructure problems

GridLiance’s MCN model allows Public Power to jointly own a percentage of new transmission projects and better manage risks

A POWERFUL PARTNERSHIP THAT WILL HELP LOWER DELIVERED ENERGY COSTS AND IMPROVE TRANSMISSION RELIABILITY FOR PUBLIC POWER CUSTOMERS │7

GridLiance Has A Deep and Proven Management Team EDWARD M. RAHILL President & Chief Executive Officer 

20+ years of industry experience, including the start-up and management of new ventures

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Part of management team that acquired ITC Transmission in 2003; built the first successful independent electric transmission company operating in SPP and MISO

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Served as CFO of ITC Holdings and led the Company’s successful IPO and subsequent acquisitions of METC (MI) and Alliant Energy’s IPL transmission assets (IA, MN, IL)

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Former President of ITC Grid Development, where he oversaw the greenfield startup of ITC Great Plains and successful development of $500 million in transmission assets within SPP

NOMAN L. WILLIAMS SVP & Chief Operating Officer 

30+ years of executive, O&M, system operations, engineering leadership and management experience in the electric utility industry

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Previously served as Vice President of Transmission Policy and Compliance for Sunflower Electric Power Corporation, overseeing the engineering services program for Sunflower Member cooperatives, including construction work, long-term planning and transmission line and substation design and construction

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CARL A. HUSLIG SVP, Business Development 

20+ years of experience as a utility executive with extensive experience in Transmission Business Operations, including O&M, policy, strategy, planning, engineering and development

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As President of ITC Great Plains, managed the development of $500 million in assets in six years

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Served in a variety of leadership roles at Aquila, Inc. and its affiliates and ITC Great Plains, and through that work was involved in numerous stakeholder activities at SPP, ERCOT, MISO and EEI

N. BETH EMERY SVP & General Counsel 

30+ years of experience in the energy and regulatory fields

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First General Counsel for the California Independent System Operator Corporation and the first in-house General Counsel for CPS Energy, the nation’s largest municipally-owned electric and gas utility

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Almost two decades as a national law firm Partner, advising on development of generation and transmission projects and regulatory compliance for all aspects of the electric industry at state and federal levels

Currently serves as Chair of SPP’s Market Operations and Policy Committee

GRIDLIANCE TEAM BRINGS A COMBINED 100+ YEARS OF PROVEN INDUSTRY EXPERIENCE │8

Contacts

For more information on business development opportunities, please contact [email protected]

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