AGENDA ALASKA GASLINE DEVELOPMENT CORPORATION (AGDC)

BOARD MEETING October 13, 2016 at 11:00 am

The Cannery Lodge, 2101 Bowpicker Lane, Kenai, Alaska

Teleconference: 855-282-6330, Access number: 921 325 605

I. CALL TO ORDER

II. ROLL CALL

III. CHAIRMAN’S CHOICE - PIPELINE LANGUAGE

IV. APPROVAL OF AGENDA

V. APPROVAL OF MINUTES – August 18, 2016

VI. PUBLIC COMMENTS Boardroom _______ Statewide _________

VII. PRESIDENT’S REPORT

VIII. NEW BUSINESS – AGDC MANAGEMENT/OPERATIONAL A. Committee Chair Updates B. External Affairs Update C. Financials D. Policies

IX. NEW BUSINESS – ASAP A. Financials B. ASAP Update

X. NEW BUSINESS – AKLNG A. Financials B. AKLNG Update

XI. EXECUTIVE SESSION – If Necessary

XII. ANY OTHER ITEMS TO COME BEFORE THE BOARD

XIII. BOARD COMMENTS

XIV. ADJOURNMENT The Chair may announce changes in the Order of Business during the meeting.

Meeting Minutes

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ALASKA GASLINE DEVELOPMENT CORPORATION REGULAR BOARD OF DIRECTORS MEETING

August 18, 2016 09:00am A Regular Board of Directors Meeting of the Alaska Gasline Development Corporation (“AGDC”) was held at the Alaska Gasline Development Corporation Board Room, 3201 C Street, Suite 604, Anchorage, Alaska on August 18, 2016, convening at 09:00am. The following board members were present at the meeting (or attended via teleconference) except as otherwise noted: DAVE CRUZ Chair of the Board Anchorage, AK

HUGH SHORT Vice Chair of the Board Anchorage, AK JOEY MERRICK Secretary/Treasurer Anchorage, AK MARC LUIKEN Member of the Board Anchorage, AK HEIDI DRYGAS Member of the Board Anchorage, AK

RICK HALFORD Member of the Board Telephonic

I. CALL TO ORDER: Chair Cruz convened the meeting at 9:01

am.

II. ROLL CALL: A quorum was declared present and the meeting was duly and properly convened for the transaction of business.

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III. APPROVAL OF AGENDA: Commissioner Luiken moved to

approve the agenda and Hugh Short second. The approval of the agenda passed unanimously (6-0).

IV. MINUTES: Commissioner Drygas moved to approve the

minutes from the July 14, 2016 AGDC Board meeting. Commissioner Luiken second. Approval of the minutes passed unanimously (6-0).

V. PUBLIC COMMENTS – AGDC Boardroom: None

Statewide: None

VI. PRESIDENT’S REPORT: Keith Meyer, President of AGDC, gave a presidential presentation to the Board. The presentation covered the following topics:

a. Alaska LNG projects technical progress • Pre-FEED is over 90% complete. • Pre-FEED deliverable is anticipated by mid-

September. b. Parties are working together to consider commercial options

to improve project’s ability to compete in global LNG markets.

c. Parties are working collaboratively to transition the project to State leadership by

• pursuing alternative commercial structure options and

• pursuing concepts used in global LNG projects to reduce the Cost of Supply.

d. An AGDC-led Alaska LNG project is underway with the target for commencement by the end of October, and completion by the end of the year.

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e. AGDC will be responsible for managing the following project tasks going forward:

• applying for regulatory approval, • securing the commercial commitments from gas

sellers, shippers and buyers, and • preparing to start FEED.

VII. NEW BUSINESS – AGDC MANAGEMENT/OPERATIONAL

ISSUES: A. Committee Chair Updates:

Dave Cruz, Chair of the Technical Committee, stated that AGDC is collaborating with its partners at AKLNG and going over strategies and construction ideas while looking for a way to further reduce costs to the project. Dave Cruz, temporary Chair of the Communication Committee, stated that AGDC has regional organizations throughout Alaska helping to spread the word of AGDC. These organizations went through AGDC orientation in May and are currently explaining AGDC’s mission to their respective communities.

B. External Affairs Update – Josie Wilson, AGDC Communication Manager, stated that AGDC has drafted and submitted a response to a request letter dated July 15, 2016 from Senator Giessel’s and Senator Meyer’s offices. AGDC also drafted a response letter to an inquiry regarding the Kenai Spur Highway. Further, Resource Reports 11 and 13 are in final review with a target submittal date of August 29, 2016, which will conclude the NEPA Pre-file. Finally, the Communication Department is working on a draft Fiscal Year 2017 Communication Plan that incorporates inter-channel and multi-marketing approaches.

C. Financials – Frank Richards, Senior Vice President of Engineering and Program Management, gave an update on the year-to-date statement of activities through June 30, 2016.

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D. Budget – Frank Richards, Senior Vice President of Engineering and Program Management, explained that AGDC procured a temporary budget person with years of experience in working with large capital budgets. Her name is Mary Seroky and she will help AGDC submit its budget to the Alaska Office of Management and Budget.

E. Resolution 2016-06 – Houston Satellite Office: Hugh Short moved to approve Resolution 2016-06, Commissioner Drygas second. The resolution passed unanimously (6-0).

F. Policies – Keith Meyer, President, mentioned there would be six policies that AGDC would try to bring before the Board at the October board meeting.

VIII. NEW BUSINESS – ASAP A. Financials – Frank Richards, Senior Vice President of

Engineering and Project Management, gave an update on the ASAP cost report for the period ending July 31, 2016.

B. ASAP Update – Frank Richards, Senior Vice President of Engineering and Program Management, updated the Board on Environmental and Regulatory and Land (ERL) activities, focusing on the land and rights-of-way; the Clean Water Act 404 application; SEIS; and permitting and support of the AKLNG project.

IX. NEW BUSINESS – AKLNG A. Financials – Frank Richards, Senior Vice President of

Engineering and Project Management, gave an update on the AKLNG financials through June 30, 2016.

B. AKLNG Update – Fritz Kruzen, Vice President of AKLNG, gave an update on the AGDC/SOA/AKLNG Co-Operation, GTP, PBU & PTU, Pipeline, LNG Plant & Marine, Integration, and Regulatory activities.

X. EXECUTIVE SESSION: Hugh Short moved to go into Executive Session to discuss confidential negotiations and matters with regard to the Alaska LNG Project. Commissioner

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Luiken second. Without objection the motion carried (6-0). Off record at 11:39 am. Regular session commenced at 12:31 pm. Chair Cruz stated that the Board took no actions, votes, or direction during the Executive Session.

XI. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE BOARD: None.

XII. BOARD COMMENTS: None

XIII. ADJOURNMENT: Commissioner Drygas moved to adjourn,

Chair Cruz second the motion, none opposed. The meeting adjourned at 12:32 pm.

_______________________________ ________ Dave Cruz, Chair Date

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BOARD REPORT 10/13/2016 Rosetta Alcantra was hired as the Vice President of Communications, joining the AGDC team on October 10, 2016.

GOVERNMENT RELATIONS

Key Government Relations activities include: A. A response to Senator Giessel’s questions (received September 7) was sent on September 28.

PRIMARY COMMUNICATIONS INTIATIVES

Marketing and communication efforts continue to progress. An emphasis was placed on materials needed for the international marketing trip in Singapore and South Korea as well as the press release regarding the MOU with ConocoPhillips.

A. International Marketing Assets: o AGDC produced an international marketing kit for use in reaching out to potential investors and/or

buyers. The sales kit includes a presentation folder and 8-page brochure. o A print ad and pop-up display were produced for the CWC World LNG & Gas Series: 8th Asia Pacific

Summit. o A pin shaped like the State of Alaska showing the pipeline route is in production. Expected delivery

is mid-October. B. Slide Deck Presentations

o In-state Audiences Sept 7: EAGR staff supported Keith Meyer with a presentation to the Alaska Support

Industry Alliance/Fairbanks Chapter. Sept 15: EAGR staff assisted John Hendrix with a presentation to the Resource

Development Council (RDC). o International Audiences

Sept 9: EAGR staff assisted Keith Meyer with a presentation for a joint meeting held in Juneau with Japan’s Ministry of Economy, Trade, and Industry (METI) and the Japan Oil, Gas, and Metals National Corporation (JOGMEC).

Sept 17: EAGR staff assisted Governor Walker with a presentation to delegates attending the CWC World LNG & Gas Series: 8th Asia Pacific Summit. As part of the conference, the Governor was provided several opportunities to address the full delegation.

C. Quarterly Newsletter: Newsletter is being finalized and will be distributed to CAC members, legislators, outreach coordinators and other stakeholders. Topics include: Letter from the President, Update on the Asia Trip, New Appointments to the AGDC Board, and Calendar of Events.

D. Digital Communication o A weekly report highlighting LNG news from around the world was launched on August 3. This LNG

World Market Update is distributed to audiences in DNR, DOR, DOL, and other interested stakeholders. AGDC’s intent is to also distribute the weekly report to legislators. Nine reports have been created as of October 12.

o The website was launched on Friday, September 23. EAGR staff has been trained on Word Press so they can update the news and calendar pages, post new information, and edit existing content.

E. Media Relations/Messaging o AGDC issued several news releases and cross promoted relevant AGDC news

Sept 13: Japan Expresses Continued Interest in Alaska LNG (Gov) Sept 14: Mark Wiggin to Serve as New DNR Deputy Commissioner (Gov) Sept 20: Governor Walker Announces Appointments to AGDC Board (Gov)

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Sept 21: ADGC & ConocoPhillips Execute MOU – Position

for Next Steps (AGDC) Sept 22: Governor Walker Welcomes Support of Producers on

Gasline Efforts (Gov) Sept 26: Alaska Delegation Engages Global LNG Market (Gov) Sept 27: Governor Engages Top Consumers in South Korea (Gov) Sept 30: Governor Walker Meets with Obama Administration to Discuss

Offshore Drilling in Alaska (Gov) Sept 30: Raising Awareness of Alaska’s Project Internationally (AGDC) Oct 6: AGDC Securing Great Talent for the Future (AGDC)

o The Governor held a press conference on September 30 to provide an update on the meetings in Singapore and South Korea. Keith Meyer, Andy Mack, and John Hendrix also participated in the press conference.

o There was good coverage of the MOU between AGDC and ConocoPhillips. Press release was sent on September 21 and was distributed via PR Newswire. As of September 28, the story was picked up 212 times and reached an estimated audience

totaling more than 88.6 million. The story ran in 97 newspapers, 71 broadcast media outlets, 24 News and Information services, 7 trade publications, and 6 online news sites along with other influencers. The cost of the press release distribution was $4,155 ($19.60 per pickup).

F. Community Coordinators o In FY16, AGDC selected eight people to assist the EAGR team by serving as our eyes and ears in

various communities/regions around the state. The Community Coordinators keep AGDC informed of local events, what is appearing in the news or what they are hearing “on the street”. Each Community Coordinator currently works 2-10 hours per month.

o The September scope of work included the following tasks. Time commitment for each Community Coordinator averaged about six hours.

Each Community Coordinator met individually with EAGR staff. Collected and described local presentation opportunities and explained why AGDC

participation was recommended. Drafted a one-page narrative describing the region’s awareness/feedback of AGDC, natural

gas delivery or commercialization, pipeline construction or relevant topics as evidenced through local press coverage, mentions at formal meetings, and/or informal discussions with residents.

o The October scope of work will include the following tasks. Time commitment for each Community Coordinator is expected to total five hours.

Distribute AGDC newsletter in key community locations. Draft a one-page narrative about government relations in their area. Attend a joint teleconference with EAGR staff and other Community Coordinators.

G. Alaska Federation of Natives (AFN) Convention o EAGR staff will assist the AKLNG team with a booth at AFN on October 20-21.

H. Project Summary Book o A detailed project summary book is in production. Estimated completion date will be early November.

I. FY17 Corporate Communications Plan o Plan is being drafted and should be completed before the end of October.

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EVENTS AND ACTIVITIES

A. Past Events Sep 5 Nikiski Community Council Meeting Regular Meeting Sep 15 Anchorage Community Advisory Committee Regular Meeting Sep 27 Cantwell Community Meeting Alaska LNG Project Update Sep 28 Healy/Ferry Community Meeting Alaska LNG Project Update Sep 29 Anchorage Commonwealth North Project Update Oct 3 Nikiski Community Meeting Alaska LNG Project Update

B. Upcoming Events

Oct 13 Kenai State Chamber Fall Forum Project Update Oct 13 Kenai AGDC Board Meeting Regular Meeting Oct 20-22 Fairbanks Alaska Federation of Natives Alaska LNG/AGDC Joint Booth Nov 2 Kenai Kenai Chamber of Commerce Project Update Nov 9-10 Anchorage Associated General Contractors Annual Conference Nov 15 Soldotna Soldotna Chamber Project Update Nov 16-17 Anchorage Resource Development Conference Annual Conference Dec 12 Anchorage Law Seminars International Project Update 12th Annual Conference on Alaska Energy Markets & Regulation