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October 26, 2018 Via Electronic Mail Members of Reliabilityfirst

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October 26, 2018 Via Electronic Mail Members of Reliabilityfirst Jason Blake Vice President, General Counsel & Corporate Secretary 3 Summit Park Drive, Suite 600 Cleveland, OH 44131 Direct Dial: (216) 503-0683 [email protected] October 26, 2018 Via Electronic Mail Members of ReliabilityFirst Corporation NOTICE: ANNUAL MEETING OF MEMBERS TO BE HELD NOVEMBER 29, 2018 To the Members of ReliabilityFirst Corporation: NOTICE IS HEREBY GIVEN that the Annual Meeting of Members of ReliabilityFirst Corporation (Annual Meeting) will be held at the Trump International Hotel Washington, DC, 1100 Pennsylvania Avenue NW, Washington, DC 20004, at 9:00 a.m. Eastern Time, on November 29, 2018. The purpose of the Annual Meeting is to elect At-Large, Independent, and Transmission Sector Directors to hold office for the terms provided in the Bylaws or until their successors are elected and qualified. Information regarding voting and the nominees is set forth below. The Board of Directors has fixed the close of business on October 26, 2018 as the record date for determining the Regular Members entitled to notice of and to vote at the Annual Meeting. Proxies will be solicited and may be delivered to the Corporation by electronic transmission in accordance with ReliabilityFirst’s Bylaws, as more fully described herein. To be counted, all proxies must be received by ReliabilityFirst by the time of the Annual Meeting on November 29, 2018. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE TO ENSURE YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. MEMBERS MAY VOTE BY MARKING, SIGNING, DATING AND RETURNING THE PROXY. IF YOU SEND IN YOUR PROXY AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS NOTICE. I. GENERAL VOTING INFORMATION This notice is furnished to the Members of ReliabilityFirst Corporation in connection with the 2018 Annual Meeting to be held on November 29, 2018, at the time and location previously indicated. Voting Procedures Each Regular Member of ReliabilityFirst as of October 26, 2018 is entitled to one vote on the matters brought before the Annual Meeting. To be counted, all votes must be received by ReliabilityFirst no later than the time of the Annual Meeting. Voting will be conducted by proxies and written ballots submitted during the Annual Meeting. Proxies and written ballots may be submitted by electronic transmission. Regular Members entitled to vote and not planning on attending the Annual Meeting must fill out the proxy provided with this notice and return it by email or by facsimile to ReliabilityFirst by the time of the Annual Meeting. A quorum for the Annual Meeting is the presence in person or by proxy of a majority of the Regular Members entitled to vote in each Industry Sector. There must be a quorum present from each Industry Sector to conduct business at the Annual Meeting. All voting at the Annual Meeting will be conducted by written ballot. The business to be transacted at the Annual Meeting shall be acted upon by the Industry Sectors voting together as a single class. The vote of each Industry Sector is split into an affirmative component based on votes for the matter(s) presented, and a negative component based on votes against the matter(s) presented, in direct proportion to the votes cast within the Industry Sector for and against the matter presented, rounded to two decimal places. The majority vote of the Industry Sectors together is the act of the members. Under the General Corporation Law of the State of Delaware, an abstaining vote is counted as present and is, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are not counted for purposes of the election of directors. Proxies Proxies that are received, properly marked, dated, executed and not revoked will be voted at the Annual Meeting. Any proxy given may be revoked by the person giving it at any time before it is exercised by delivering to ReliabilityFirst (to the attention of its Corporate Secretary) a notice of revocation in writing or by electronic transmission or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. II. ELECTION OF DIRECTORS Composition of the Board A total of 14 directors serve on ReliabilityFirst’s Board of Directors. Eight directors are elected directly by the separate Industry Sectors. The number of directors elected by each Industry Sector is as follows: Industry Sectors No. of Directors Suppliers 2 Transmission Companies 2 RTOs 1 Small Load Serving Entities 1 Medium Load Serving Entities 1 Large Load Serving Entities 1 There are also three At-Large Directors and three Independent Directors on the Board, who are nominated by the Nominating & Governance Committee of the Board of Directors and elected at the Annual Meeting by all of the Industry Sectors voting together as a single class. Independent Directors must be independent from ReliabilityFirst and any Member. No two directors may be employees of a single Member or any Affiliate or Related Party of a Member or any Affiliate. There are no alternates or proxies for directors. The directors have been divided into three classes. The number of directors in each class is as nearly equal as possible. At each Annual Meeting of Members, directors are chosen for a three year term to succeed those whose term expires. No two At-Large Directors and no two directors of the same Industry Sector are in the same class. The terms of each of the directors currently serving on the Board is as follows: Industry Terms Expiring by Year Sectors 2018 2019 2020 2021 Suppliers Lisa Barton Lou Oberski1 Transmission Open Lynnae Wilson RTOs Michael Bryson Jennifer Curran2 Small LSEs Susan Sosbe Medium LSEs Matthew Paul Large LSEs Jennifer Sterling At-Large Simon Whitelocke Kenneth Capps Scott Etnoyer Independent Larry Irving Brenton Greene Patrick Cass Nominees for At-Large, Independent, and Transmission Directors The persons named below have been nominated for At-Large Director and Independent 1 Lou Oberski was re-elected by the Supplier Sector for a three-year term commencing at the conclusion of the 2018 Annual Meeting and expiring in 2021. 2 Jennifer Curran was elected by the RTO Sector for a three-year term commencing at the conclusion of the 2018 Annual Meeting and expiring in 2021. Director by the Nominating & Governance Committee. The nominees presented will be voted upon by all of the Industry Sectors voting together as a single class at the 2018 Annual Meeting. The nominee for the At-Large Director is: Simon Whitelocke, ITC Holdings Corporation The nominee for the Independent Director is: Larry Irving The nominee for the Transmission Director is: Robert Mattiuz, Jr., FirstEnergy Biographical information for each of the nominees, as well as for each of the current directors whose terms continue past the 2018 Annual Meeting of Members, is attached. For further information, please do not hesitate to contact me. Very truly yours, RELIABILITYFIRST CORPORATION Jason Blake Vice President, General Counsel & Corporate Secretary BIOGRAPHICAL INFORMATION FOR NOMINEES AT-LARGE DIRECTOR NOMINEE SIMON WHITELOCKE Vice Chair of the Board of Directors At-Large Member – Term Expires 2018 Simon Whitelocke is the Vice President of ITC Holdings Corp. and President of ITC Michigan, which includes the responsibility for both ITC Transmission and METC operating companies. Prior to this role, he was Vice President and Chief Compliance Officer for ITC Holdings Corporation, where he was responsible for the corporate compliance functions of the company. Mr. Whitelocke previously served as Vice President for Regulatory and External Affairs for ITC. Prior to that position, he served as the Executive Director for ITC Transmission and METC, where he was responsible for the overall performance of both subsidiaries and as the Director, Internal Audit, where he was responsible for the company's internal audit function. Prior to joining ITC, Mr. Whitelocke served as a Principal Financial Consultant for DTE Energy. Mr. Whitelocke earned a Bachelor of Commerce degree in Accounting from the University of Toronto and an MBA in finance and management from Michigan State University. He is a member of the Board of Trustees of Detroit Public Television. INDEPENDENT DIRECTOR NOMINEE LARRY IRVING Independent Member – Term Expires 2018 Larry Irving is the President and CEO of the Irving Group, a consulting firm providing strategic advice and assistance to international telecommunications and information technology companies, foundations and non-profit organizations. From September, 2009 to July, 2011, Mr. Irving served as Vice President for Global Government Affairs for the Hewlett-Packard Company, the world’s largest technology company. Prior to founding the Irving Group in 1999, Mr. Irving served for almost seven years as Assistant Secretary of Commerce for Communications and Information and Administrator of the National Telecommunications and Information Administration (NTIA), where he was a principal advisor to the President, Vice President and Secretary of Commerce on domestic and international telecommunications and information technology issues. Mr. Irving was one of the principal architects and advocates of the Clinton Administration's telecommunications and Internet policies, and was a point person in the Clinton Administration's successful efforts to reform the United States telecommunications laws. Those efforts resulted in passage of the Telecommunications Act of 1996, the most sweeping change in America’s telecommunications laws in 60 years. Similarly, in international fora, Irving was an ardent advocate of regulatory reform. He represented the United States Government as Sherpa (lead coordinator for the U.S. Government) at the G-7's first Ministerial meeting on the Global Information Society in Brussels, and at the Information Society and Development Conference in South Africa, the first Ministerial meeting between developing countries and developed countries to discuss the emerging global Internet.
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