ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING February 14, 2017

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1 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING February 14, 2017 A regular meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on February 14, 2017 at 10:31 a.m. in Kenai, Alaska at 280 Airport Way. The Pledge of Allegiance was recited. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Bill Fry, Jim Levine, Ed Oberts, Don Stead, David B. Thomas, and Dick Waisanen. Staff present: Emily Hutchison, Director of Finance and Regulatory Affairs; Cindy Glassmaker, Administrative Assistant; Rick Baldwin, General Counsel, and Brad Janorschke, General Manager. Member(s) present: CHANGES TO THE AGENDA Pursuant to Article 5, Sections 5.03 and 5.06 and Article 12, Section of the Alaska Electric & Energy Cooperative, Inc. Bylaws, hereby waives notice of the Regular Board meeting start time of the Board of Directors of AEEC held on Tuesday, February 14, 2017 to a 10:30 a.m. start time for the purpose of deliberating on the AEEC withdrawal of notice of mailing of notice of deregulation election. INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Carey moved for the adoption of the Special Meeting Minutes of December 13, By unanimous consent the motion was seconded and adopted. UNFINISHED BUSINESS NEW BUSINESS Resolution , Withdrawal of Notice of Mailing of Notice of Deregulation Election Motion: Director Fry moved for the adoption of Resolution , Withdrawal of Notice of Mailing of Notice of Deregulation Election, as presented. By unanimous consent, the motion was seconded and adopted. May 2017 Board Meeting Conflict Motion: Director Bookey moved for the May 2017 Board of Directors meeting to be set for May 16, By unanimous consent the motion was seconded and adopted. AEEC Bylaws Review Motion: Director Levine moved to amend section 6.12 to strike the following five (5) words as follows, and close relatives of Directors. Discussion followed. With six (6) dissenting votes by Directors Bookey, Carey, Chay, Oberts, Stead, and Waisanen one (1) abstain by President Thomas, the motion was seconded and failed. No further AEEC Bylaws changes were recommended.

2 Alaska Electric & Energy Cooperative, Inc. Minutes of the Regular Board Meeting Page 2 of 2 February 14, 2017 QUARTERLY FINANCIAL REPORTS Director of Finance and Regulatory Affairs Emily Hutchison presented the quarterly financial reports. RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Carey had no comment. Director Chay had no comment. Director Fry had no comment. Director Levine had no comment. Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. Director Waisanen had no comment. EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 11:21 a.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: May 16, 2017

3 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING May 16, 2017 A regular meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on May 16, 2017, at 3:43 p.m. in Homer, Alaska at 3977 Lake Street. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Bill Fry, Dan Furlong, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. Staff present: Brad Janorschke, General Manager and Heather Smith, Executive Assistant to GM. Member(s) present: OATH OF OFFICE President Thomas administered the Oath of Office to Kelly Bookey, Dan Furlong, and Jim Levine. CHANGES TO THE AGENDA INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Thomas moved to correct two minor misspellings under New Business in the Regular Meeting Minutes of February 14, 2017, as presented. Following corrected misspellings, moved for the adoption of the Regular Meeting Minutes of February 14, By unanimous consent the motion was seconded and adopted. QUARTERLY FINANCIAL REPORTS General Manager Brad Janorschke presented the quarterly financial reports. UNFINISHED BUSINESS NEW BUSINESS Resolution , Appointment of CFC Voting Delegates Motion: Director Carey moved for the adoption of Resolution , Appointment of CFC Voting Delegates, designating Dan Furlong as the voting delegate and Ed Oberts as the alternate voting delegate. By unanimous consent, the motion was seconded and adopted. Resolution , Appointment of NRECA Voting Delegates Motion: Director Carey moved for the adoption of Resolution , Appointment of NRECA Voting Delegates, designating Dan Furlong as the voting delegate and Ed Oberts as the alternate voting delegate. By unanimous consent, the motion was seconded and adopted. Official Notice of Annual Meeting of the Member The Official Notice of Annual Meeting of the Member was distributed. Annual Property Report The Annual Property Report was distributed. RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment.

4 Alaska Electric & Energy Cooperative, Inc. Minutes of the Regular Board Meeting Page 2 of 2 May 16, 2017 Director Carey had no comment. Director Chay had no comment. Director Fry had no comment. Director Furlong had no comment. Director Levine had no comment. Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 4:07 p.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: June 13, 2017

5 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING June 13, 2017 A regular meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on June 13, 2017, at 5:11 p.m. in Homer, Alaska at 3977 Lake Street. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Dan Furlong, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. Director Fry was not in attendance. Staff present: Rick Baldwin, General Counsel; Emily Hutchison, Director of Finance and Regulatory Affairs; Brad Janorschke, General Manager; and Heather Smith, Executive Assistant to GM. Member(s) present: ELECTION OF OFFICERS Per Bylaws Article 5, Section 5.01 Pursuant to Board Policy 218 Election of Officers, President Thomas asked if any Directors were unwilling to serve and to say so before each officer election. The appointed Election Teller, Rick Baldwin distributed, collected, and counted the ballots and announced the following Board of Director Officers by majority vote: Board of Director Officers: David B. Thomas, President Bill Fry, Vice President Kelly Bookey, Secretary/Treasurer Don Stead, Deputy Secretary Balloting was repeated until there was majority vote for each Officer. CHANGES TO THE AGENDA INVITED GUEST(S) Director of Power, Fuels, & Dispatch Larry Jorgensen ADOPTION OF CONSENT AGENDA Motion: Director Levine moved for the adoption of the Consent Agenda, which included the Regular Meeting Minutes of May 16, 2017, as presented. By unanimous consent, the motion was seconded and adopted. UNFINISHED BUSINESS NEW BUSINESS Resolution , Bank and Facsimile Signatures Motion: Director Levine moved for the adoption of Resolution , Bank and Facsimile Signatures, filling in the blanks as First National Bank Alaska and assigning new officers. By unanimous consent, the motion was seconded and adopted. Board Learning Departmental Update(s) Director of Power, Fuels, & Dispatch Larry Jorgensen provided a Departmental Update.

6 Alaska Electric & Energy Cooperative, Inc. Minutes of the Regular Board Meeting Page 2 of 2 June 13, 2017 RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Carey had no comment. Director Chay had no comment. Director Furlong had no comment. Director Levine thanked staff for presenting today. Director Oberts provided an update on Hilcorp. Director Stead had no comment. Director Thomas had no comment. AEEC BOARD/COMMITTEE MEETINGS - August 8, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Homer Board Room - November 14, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Board Room EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 6:02 p.m. David B. Thomas, President Don Stead, Deputy Secretary APPROVED: July 11, 2017

7 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS SPECIAL MEETING July 11, 2017 A special meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on July 11, 2017, at 4:07 p.m. in Homer, Alaska at 3977 Lake Street. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Bill Fry, Dan Furlong, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. A quorum was established. Director Bookey attended via video conference from the Kenai office Board room. Staff present: Emily Hutchison, Director of Finance and Regulatory Affairs; Brad Janorschke, General Manager; and Heather Smith, Executive Assistant to GM. Member(s) present: CHANGES TO THE AGENDA INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Thomas moved to amend the Regular Meeting Minutes of June 13, 2017, changing the following sentence; Balloting had to be repeated until there was majority vote for each Officer, to read; Balloting was repeated until there was majority vote for each Officer. By unanimous consent, the motion was seconded and adopted. Motion: Director Carey moved for the adoption of the Consent Agenda, which included the Regular Meeting Minutes of June 13, 2017, as amended. By unanimous consent, the motion was seconded and adopted. UNFINISHED BUSINESS NEW BUSINESS Resolution , Authorization to Dispose of Excess Property KPB Parcel # Motion: Director Carey moved for the adoption of Resolution , Authorization to Dispose of Excess Property KPB Parcel # , as presented. By unanimous consent, the motion was seconded and adopted. RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Carey had no comment. Director Chay had no comment. Director Fry had no comment.

8 Alaska Electric & Energy Cooperative, Inc. Minutes of the Special Board Meeting Page 2 of 2 July 11, 2017 Director Furlong had no comment. Director Levine had no comment. Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. AEEC BOARD/COMMITTEE MEETINGS - August 8, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Homer Board Room - November 14, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Board Room EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 4:13 p.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: August 8, 2017

9 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING August 8, 2017 A regular meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on August 8, 2017, at 3:48 p.m. in Homer, Alaska at 3977 Lake Street. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Bill Fry, Dan Furlong, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. A quorum was established. Staff present: Emily Hutchison, Director of Finance and Regulatory Affairs; Brad Janorschke, General Manager; and Heather Smith, Executive Assistant to GM. Member(s) present: CHANGES TO THE AGENDA INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Chay moved for the adoption of the Consent Agenda, which included the Special Meeting Minutes of July 11, 2017, as presented. By unanimous consent, the motion was seconded and adopted. QUARTERLY FINANCIAL REPORTS Director of Finance and Regulatory Affairs Emily Hutchison presented the quarterly financial reports. UNFINISHED BUSINESS NEW BUSINESS Resolution , Ratification of the 2017 Modified Operating Budget Motion: Director Carey moved for the adoption of Resolution , Ratification of the 2017 Modified Operating Budget, as presented. By unanimous consent, the motion was seconded and adopted. Resolution , Notice of Special December Meeting Motion: Director Carey moved for the adoption of Resolution , Notice of Special December Meeting, as presented. By unanimous consent, the motion was seconded and adopted. RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Carey had no comment. Director Chay had no comment.

10 Alaska Electric & Energy Cooperative, Inc. Minutes of the Regular Board Meeting Page 2 of 2 August 8, 2017 Director Fry had no comment. Director Furlong had no comment. Director Levine had no comment. Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. AEEC BOARD/COMMITTEE MEETINGS - August 8, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Homer Board Room - November 14, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Board Room EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 3:58 p.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: November 14, 2017

11 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS REGULAR MEETING November 14, 2017 A regular meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on November 14, 2017, at 5:30 p.m. in Kenai, Alaska at 280 Airport Way. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dave Carey, Dan Chay, Bill Fry, Dan Furlong, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. A quorum was established. Staff present: Rick Baldwin, General Counsel; Emily Hutchison, Director of Finance and Regulatory Affairs; and Heather Smith, Executive Assistant to the General Manager. Member(s) present: CHANGES TO THE AGENDA INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Carey moved for the adoption of the Consent Agenda, which included the Regular Meeting Minutes of August 8, 2017, as presented. By unanimous consent, the motion was seconded and adopted. QUARTERLY FINANCIAL REPORTS Director of Finance and Regulatory Affairs Emily Hutchison presented the quarterly financial reports. UNFINISHED BUSINESS NEW BUSINESS RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Carey had no comment. Director Chay had no comment. Director Fry had no comment. Director Furlong had no comment. Director Levine had no comment.

12 Alaska Electric & Energy Cooperative, Inc. Minutes of the Regular Board Meeting Page 2 of 2 November 14, 2017 Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. AEEC BOARD/COMMITTEE MEETINGS - November 14, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Boardroom - December 12, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Boardroom - February 13, 2018 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Boardroom - May 8, 2018 immediately following Homer Electric Association, Inc. Board of Directors Meeting Homer Boardroom EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 5:33 p.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: December 12, 2017

13 ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC. - HOMER, ALASKA - BOARD OF DIRECTORS SPECIAL MEETING December 12, 2017 A special meeting of the Board of Directors of Alaska Electric and Energy Cooperative, Inc. (AEEC) was called to order by President Thomas on December 12, 2017, at 4:48 p.m. in Kenai, Alaska at 280 Airport Way. ROLL CALL The following Board members were present at roll call: Kelly Bookey, Dan Chay, Bill Fry, Jim Levine, Ed Oberts, Don Stead, and David B. Thomas. A quorum was established. Absent: Dan Furlong and Dave Carey Staff present: Emily Hutchison, Director of Finance and Regulatory Affairs; Brad Janorschke, General Manager; and Heather Smith, Executive Assistant to the General Manager. Member(s) present: CHANGES TO THE AGENDA INVITED GUEST(S) ADOPTION OF CONSENT AGENDA Motion: Director Levine moved for the adoption of the Consent Agenda, which included the Regular Meeting Minutes of November 14, 2017, as presented. By unanimous consent, the motion was seconded and adopted. UNFINISHED BUSINESS NEW BUSINESS Resolution , Approval of the 2018 Operating Budget Motion: Director Levine moved for the adoption of Resolution , Approval of the 2018 Operating Budget, as presented. By unanimous consent, the motion was seconded and adopted. Resolution , Approval of the 2018 Construction Work Plan Budget Motion: Director Levine moved for the adoption of Resolution , Approval of the 2018 Construction Work Plan Budget, as presented. By unanimous consent, the motion was seconded and adopted. Resolution , Approval of the 2018 General Project Budget Motion: Director Levine moved for the adoption of Resolution , Approval of the 2018 General Project Budget, as presented. By unanimous consent, the motion was seconded and adopted. RESPONSE TO PREVIOUS MEETING REQUESTS GENERAL GUEST(S) COMMENTS COMMENTS AND DISCUSSION BY BOARD MEMBERS Director Bookey had no comment. Director Chay had no comment. Director Fry had no comment.

14 Alaska Electric & Energy Cooperative, Inc. Minutes of a Special Board Meeting Page 2 of 2 December 12, 2017 Director Levine had no comment. Director Oberts had no comment. Director Stead had no comment. Director Thomas had no comment. AEEC BOARD/COMMITTEE MEETINGS - December 12, 2017 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Boardroom - February 13, 2018 immediately following Homer Electric Association, Inc. Board of Directors Meeting Kenai Boardroom - May 8, 2018 immediately following Homer Electric Association, Inc. Board of Directors Meeting Homer Boardroom EXECUTIVE SESSION ADJOURNMENT There being no further business to bring before the Board, the meeting was adjourned at 4:51 p.m. David B. Thomas, President Kelly Bookey, Secretary APPROVED: February 13, 2018

1. The Texas Business Corporation Law requires annual meetings to be held by corporations.

1. The Texas Business Corporation Law requires annual meetings to be held by corporations. Corporate annual meetings- waiver of notice of meetings, notice of meetings, proxy for shareholders and minutes of the annual meeting of the directors and shareholders, Ratification by shareholders of