#1✓ Antero Resources Project Sliding Rock: Board Meeting FEBRUARY 21, 2018#2Table of Contents Executive Summary Appendix A: AMGP Acquisition of AM Analysis > Appendix B: AR Share Buyback Analysis Antero#37 Antero Resources Executive Summary MORGAN STANLEY & J.P. MORGAN#4Executive Summary Executive Summary 1 Shareholders of Antero have made requests for management and the Board to consider and evaluate potential measures to remedy two perceived issues: -Perceived valuation discount and relative underperformance of AR versus its Appalachian peers -Shareholder "mis-alignment", primarily referring to the IDR value stream being held outside of the AR family JPM and MS have been working with management to analyze potential actions through the lenses of: -Potential benefits to shareholders of AR, AMGP and AM -Potential to address shareholder concerns • Though our analysis is ongoing, we want to highlight two potential actions which, in combination, appear to meet these criteria -Consolidation of midstream entities via AMGP buying AM -Appears financially attractive to AMGP and AM shareholders and solves a key mis-alignment issue for AR shareholders -AR share buyback of $500MM+, effected over two years -Sizable enough to be meaningful while preserving leverage at 2.0x for 2019 and beyond -Potential use of proceeds to fund buyback from early monetization of water earn-out payments Antero 4#5Upstream and Midstream Sector Trends . Upstream Recovery in oil prices not matched by natural gas, and investors are generally skeptical regarding a catalyst for gas- levered operators . Frustrated investors clamoring for free cash flow, shareholder returns and capital discipline over production growth - In the last six months, 6 firms have announced share repurchase programs and 5 have added or increased dividend programs Increased scrutiny of executive compensation and to some degree governance -All topics directly addressed by Antero at its Analyst Day • Operational execution increasingly separating winners and losers in the eyes of investors • Investors also expressing belief in value of intra-basin consolidation, although social issues and bid / ask on premia still impede activity Midstream Lower commodity prices, slowing growth, and slowing producer activity have generally resulted in distribution cuts, lower MLP unit prices, and materially higher yields over the past 3 years • In response, many investors (particularly retail) have exited the space in search of other yield-oriented investments (REITS, utilities, etc.), materially reducing equity capital market access for even the largest MLPs Antero • Institutional investors in the midstream space have become increasingly focused on distribution stability, ability to self- fund the business plan, elimination of IDRs / simpler structures, and more conventional valuation metrics (i.e. EV / EBITDA vs yield plus growth) -MLPs have responded by reducing distribution growth to build coverage and reduce capital markets reliance as well as by simplifying corporate structures (repurchasing IDRs or intra-family mergers) 5#6Heightened Shareholder Activism Across Oil & Gas Material increase in activist activity over the past 18 months across the oil and gas space with attention focused on upstream - 10 public campaigns launched, with many more undisclosed situations Commodity prices largely viewed as range-bound, with more optimism for oil vs. gas - Commodity price stability gives activists comfort that commodity price declines won't undermine investment/activism thesis Activist activity (both in oil and gas and across industries) expanding from "traditional activists to investors who have historically been more passive * Activist arguments generally center around the following themes, and are coupled with allegations of governance "failures" - Need for targeted company to engage in M&A to address undervaluation (whether due to lack of scale, insufficient management expertise or otherwise) - Need for targeted company to explore structural alternatives to address sum-of-parts discount Target Resolute Bergy C HESS SandRidge OCEAN UP JONES EQT Announcement date ENERGEN BHP M 01/26/18 12/14/17 11/20/17 10/16/17 09/18/17 09/14/17 07/03/17 05/31/17 Market cap ($bn)¹ 04/10/17 $0.7 14.0 2.2 10.2 5.4 Select Campaigns 98.3 Activist Monarch / Fir Tree Elliott Management Icahn Associates / Fir Tree Corvex Management Elliott Management 11/21/16 22.9 Elliott Management Source: SharkRepellent, Wall Street Journal / Reuters, FactSet, Note: Most recent campaigns listed first; At start of agitation Elliot / Blue Mountain/ Avenue Fir Tree Q Investments / Fir Tree JANA Partners / D.E. Shaw Stake¹ 9.2%/9.0% 6.7 13.5/8.3 39.0 18.5 7.9/7.2 5.9/4.0 5.5 4.1 Strategic 3 w W Activist Demands Structural X 30 y x Bavim Ba X M Governance Antero#7AR Performance Over Time 80% 40% 0% (40%) Feb-16 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x Mam Feb-16 Source: FactSet as of 02/16/18 ¹ Other Appalachia includes GPOR and SWN Aug-16 Two-Year Share Price Performance AR Aug-16 COG -AR -COG EQT -RRC Feb-17 Consolidated Two-Year Rolling FV / NTM EBITDAX EQT -RRC -Other Appalachia¹ Other Appalachia¹ Feb-17 Aug-17 Aug-17 Feb-18 Feb-18 Antero 24% (13%) (23%) (49%) (66%) 8.4x 7.9x 6.6x 6.1x 3.9x 7#8AR Peer Benchmarking Consolidated FV / 2018E EBITDAX 8.4x 2 đam m 7.9x EQT EQT 6.8x 6.5x 6.6x intero 6.1x 5.3x 5.2x Antero 4.1x Consolidated FV / 2019E EBITDAX 3.7x Permian swn Gulfport Peers 3.9x 7.2x 3.4x 5.2x Permian swn Gulfport Pers 8.4x 6.5x Adjusted FV / 2018E EBITDAX (excl. MLPs and Midstream) 6.1x 5.2x 5.4x 5.4x RI EQT Adjusted FV / 2019E EBITDAX (excl. MLPs and Midstream) 4.9x 3.7x 3.3x Antero Gulfport Swn 4.2x 3.4x 3.1x 7.2x Permian Peers 5.2x 2 EQT Antero Gulfport Swn Permian Peers Adjusted Equity Value / 2018E Cash Flows (excl. MLPs and Midstream) Cam 5.1x 7.0x EQT 4.4x 4.4x S counterno 3.3x KARE ZA S EQT Ant 3.3x 2.7x 2.2x Adjusted Equity Value / 2019E Cash Flows (excl. MLPs and Midstream) RI 1.7x Gulfport Swn' 1.9x 1.6x Gulfport Swn' Antero 6.9x Permian Peers 4.7x Permian Peers Source: FactSet as of 02/16/18, company Slings Note: Firm value reflects market value of non-controlling interest for public MLPs, where applicable. Permian peers include CXO, FANG, PE, RSPP, EGN, CDEV, JAG, LPI and CPE ¹ Adjusted to remove MLP value based on public MLP ownership, Rice GP value based on LP ownership and 15.0x GP distributions as well as Rice Midstream Holdings based on 10.0x FV/2010E EBITDA of $130mm based on company estimates, assumes tax drag of 20% on EQT ownership of GP and LP cash flow and Rice Midstream Holdings: Adjusted to remove Antero Midstream value with no assumed tax drag as result of NOL usage: Adjusted to remove midstream services contribution, based on 8.0x FV/2018E EBITDA and 20% EBITDA margin on broker median projections for midstream services revenue; FANG firm value adjusted to remove public MLP ownership in VNOM, assumes tax drag of 20%; Equity value to deconsolidated discretionary cash flow 3 8#9AR Peer Benchmarking Cont'd Consolidated Debt / 2018E Consolidated EBITDAX 3.3x RI BAC 3.3x Swn SWn H 3.1x 2.9x 2.5x 2.2x 2.4x Antero Gulfport EQT Consolidated Debt / 2019E Consolidated EBITDAX Gulfport 2.0x 2.2x Antero 1.9x 1.2x EQT 1.2x 0.9x Permian Peers 1.0x Permian Peers Deconsolidated E&P Debt/2018E Adj. EBITDAX 3.3x RANGE RESOURCES 3.3x Swn SWn 2.6x 11 3.1x 2.9x 2.2x BLAGE ENTS 1 Gulfport 2.4x Antero Gulfport EQT Deconsolidated E&P Debt / 2019E Adj. EBITDAX 2.0x 2.2x Antero 2.0x 1.2x EQT Cabo Oil & Gas 1.2x 0.9x Permian 3 Peers Antero 1.0x Permian³ Peers Source: FactSet as of 02/16/18, company flings, broker estimates Debt adjusted to remove debt at AM; Adjusted EBITDAX equal to AR E&P-only EBITDAX plus distributions received from AM; Debt adjusted to remove debt at EOM, EDGP, and RMP: Adjusted EBITDAX equal to EQT E&P-only EBITDAX plus distributions received from EQGP, RMP and RMH: RMH distributions defined as $130mm of RMH EBITDA less capex assumed at 10% of RMH EBITDAFANG debt adjusted to remove VNOM debt; Adjusted EBITDAX equal to FANG E&P-only EBITDAX plus distributions received from VNOM#10Wall Street Perspectives Wall Street Believes In Less Upside At AR Relative To Peers Broker Commentary "Antero set the stage for strong growth for the next five years, while simultaneously transitioning to a FCF positive company with <2.0x leverage levels. We remain at Hold on the name as we take a wait- and see approach to the company's ability to reach its targets.... We think interest from investors could potentially pick up as the company positions itself for fiscally responsible growth." Broker Price Targets (1)(2) * $24.86 Street consensus price target -31% premium to current 50% "Buy" vs. 50% "Hold" street recommendations -67% "Buy" recommendations for peers on average -33% "Hold" recommendations for peers on average Notes 1. Market Data as of February 16, 2018 2 AR peers include COG, EOT and RRC "We view [Antero's] valuation multiple as cheap given that we forecast AR E&P can grow production at a mid-teens rate in 2020+ within cash flow with >10 years of inventory remaining post 2022." % of Ratings 40% 0% Buy Recommendations Have Declined Over the Last Year as the Street Shifted To More Hold Recommendations NJIH 02 14 03 14 Buy Q1 15 Q2 15 Hold Q3 15 Sell 04 15 Q116 Q3 16 Average Price Target "While we believe management remains one of the best in the business, and the strategy of transitioning to free cash generation should be well received, we remain on the sidelines awaiting a better entry point given complexity of integrated corporate structure, momentum from 5 year plan that doesn't build until 2019, and the 6% outperformance of shares vs. gassy peers over the last 12 months" Share Price Q3 17 $/Share Today 60.00 45.00 30.00 Antero 15.00 10#11Potential Structural and Financial Alternatives Structural Alternatives 1 AMGP acquisition of 100% of AM 2 AM purchase of IDRS 3 AMGP acquisition of AR's ownership in AM 4 AM acquisition of AMGP 5 AMGP acquisition of AR 6 AR acquisition of AMGP and/or AM 7 AR spin/split-off of AM units Financial Alternatives 1 AR share repurchase, financed via: a) AR leverage capacity b) AR sale of AM via public secondary c) AR sale of AM via private secondary to Infra/Pension 2 AR water earn out monetization AR use of AM distributions AR issuance of alternative AR security (e.g., mandatory TEU) AR asset sale AR hedge book monetization AR margin loan of AM shares AMGP bond issuance to buy AM units from AR AR dividend d) e) f) g) h) i) j) Antero 11#12Tier I Potential Consolidation Scenarios Overview Benefits Considerations ♥ . AMGP Acquisition of AM AMGP acquires AM in all-equity transaction thereby eliminating the MLP . Dramatically improves "mis-alignment" issue; positive for AR Compelling Value proposition for both AM and AMGP - Analysis indicates AMGP will hold value and even improve C-Corp structure provides larger float, liquidity and access to institutional capital, reducing perceived overhang at AM today (i.e. from AR's significant ownership of AM) * Lowers AM cost of capital due to elimination of IDRs Research analysts have done pre-conditioning by referring to the AMGP acquisition of AM as most logical combination structure ■ - AM receives up-front premium and accretion to distributions beginning in year 4 - Tax shelter provided by step-up enhances DCF - AMGP gets 100%+ up-front accretion and still enjoys 25% higher distributions 5 years out • Taxable to AM unitholders, though average unitholder has relatively high basis in AM units (-$24/ unit) Taxable to AR, though fully shielded by NOLS * AM distribution dilution in 2018-2020 Potentially seen as reversal of AMGP IPO messaging Requires AMGP vote; need legal input regarding majority of minority voting . AMGP eliminates AM's incentive distribution rights in exchange for newly issued AM common units and / or cash * Consistent with current market preference for simplifications / removals of IDRs - + + AM Acquisition of AMGP IDRS + Lowers AM cost of capital due to elimination of IDRs Creates "Up-C" structure for AM, and ability to raise midstream capital at C-Corp and MLP levels Significant near term accretion to AMGP given yield spread difference between AMGP and AM Dilutive to AM and AR for first few years but becomes accretive longer term * No tax impact to AR, AMGP or AM shareholders / unitholders * Near-term LP dilution to AM holders (including AR), particularly with respect to "18E-19E DPU; may require coverage reduction, non-distribution bearing units or cash to mitigate dilution * IDRs not materially impacting AM cost of capital at current time * Still maintains complexity of three public currencies and doesn't fully address perception of misalignment between AR and AMGP * No tax step-up to AM (unless cash is used) . Requires AMGP vote; need legal input regarding majority of minority voting Analyzed in Detail Antero 12#13Tier II Potential Consolidation Scenarios Overview Benefits Considerations + . . + * " → + + W AMGP Acquisition of AR's Interest in AM AMGP issues shares to AR for its 53% stake in AM Preserves all 3 public entities Pro forma AR would own 42% of AMGP; AMGP would own IDRS and 53% of AM AR owns largest stake in AMGP (-42%); improves alignment Basis step-up Source of funding for AR deleveraging or share repurchase Taxable to AR, though fully shielded via NOLS Does not eliminate IDRs for AM Reduces near-term cash flow to AR Leaves 3 public entities outstanding "Integrated Gas" business model A) AMGP issues shares to buy AR - AR no longer public B)Or AR issues shares (or AM units) to current AMGP shareholders - Issue AM units AM consolidated simultaneously ■ Merge AR and AMGP · Uses AMGP's comparably higher valuation • Creates a more liquid currency for future M&A ■ . Brings AM control under AR, addressing some alignment concerns Antero Existing AMGP shareholders are unlikely to be supportive given dramatically different assets Highly dilutive to AR Co-mingles shareholder bases with notably different objectives 13#14Tier II Potential Consolidation Scenarios Cont'd Overview Benefits Considerations • AM acquires AMGP in exchange for AM units and / or cash Extinguishment of AM's IDRs with AMGP becoming a wholly owned subsidiary of AM • . M Improves alignment between AR and AMGP / owners Lowers AM cost of capital due to elimination of IDRs Maintains upstream and midstream vehicles to raise capital Simplification without near-term tax burden to AR and AM unitholders • No tax impact to AR or AM shareholders / unitholders + ✔ + AM Acquisition of AMGP • IDRs not materially impacting AM cost of capital at current time • Inconsistent with the structure employed by recent GP/ MLP simplifications Does not address concerns regarding MLP liquidity and capital market access * . Consistent with current market preference for simplifications/ removals of IDRs + Tax inefficient to have MLP acquire C-Corp Only one precedent in market where MLP acquired C-Corp IDR holder and may not be well received Near term LP dilution to AM holders (including AR) ■ · . i AR Spin / Split-off of AM Units AR distributes AM units pro rata to its shareholders AR shareholders can enter into split-off transaction by exchanging AR shares for AM units * Cashless retirement of AR shares in the case of split - Split may be challenging if units contributed to C-Corp May be able to merge SpinCo with AMGP on a tax-efficient basis • Potentially tax efficient, depending on structure (if units contributed to C-Corp) * Full clarity around AR and AM value in the public markets addressing SOTP discount issues * Does not address market preference for IDR elimination (unless simultaneously repurchased) . Still maintains complexity of three (and potentially four) public currencies Potentially exacerbates market's perceived misalignment between AR and AMGP Preserves optionality to address IDRS / AM cost of capital when IDRS are more substantial and dilution is less pronounced Limits balance sheet / capital structure flexibility for AR by removing dividends received by AM May require access to public markets to fund drilling program Premium is required to entice AR shareholders to exchange their shares for AM shares • Utilize AR's tax assets if units not contributed to C-Corp Antero 14#15AR Share Repurchase - Overview C Addresses investor calls for material return of capital • Significantly accretive to discretionary cash flow per share at current valuations • AR has balance sheet capacity given disciplined capital program and deleveraging steps • Increasingly utilized across the E&P sector to address valuation discounts Several potential levers to generate cash at AR to finance Could be combined with simplification announcement to maximize market impact • Benefits 4 Considerations • Mixed market reception, particularly if announcing smaller program Cash on hand from divestitures and FCF viewed as best source of funds by investors Balance sheet capacity somewhat limited today, materially expands in 2019 as leverage declines further • Largest potential source of funds in AM units difficult to monetize today Antero 15#16AR Capital Return - Funding Options Benefits Considerations • AR net leverage projected at 2.1x at year end 2018, allowing for capacity if target hard 2.5x leverage cap AR Debt Issuance (Leverage Capacity) • Material decrease in net leverage in 2019 down to 1.5x by year end • Hedge book, AM units and no near term maturities supportive of balance sheet strength . AR not generating material FCF until 2019 * Need to maintain IG ratings trajectory Larger programs (>5% of market cap) more likely to have significant share price impact " . Largest source of potential proceeds ($2.7Bn market value of AM units) * Most commonly cited by investor as potential funding source AR Sale of AM Secondary * Potentially not receiving full value for AM units today in AR share price + Minimal impact to pro forma net leverage + Friction costs to execute given poor MLP market conditions • Limited ability to execute in size (>$350MM) · Ongoing AM distributions contribute to FCF at AR . Long term value in owning AM units + Sequencing / disclosure issues if also pursing simplification transaction Private Secondary to Infra / Pension Large pool of infrastructure capital seeking contracted midstream opportunities • Yield and cash flow growth profile should be highly attractive to investors Offers ability for investor to acquire large block of units at one time + • Investors typically seeking structured opportunities with preferred or conversion features Partnership units not preferred investment structure • Investor desire to acquire somewhat illiquid MLP position Likely seek discount to current market price + AR Water Earn-Out Monetization Brings forward potentially $250MM of proceeds AR is due to receive in 2019 and 2020 • Unlikely receive full value in AR share price today • No increase in leverage Likely some discount to nominal value of the earn out . Contributes to FCF profile in 2019 and 2020 AR Use of AM Distributions • New financial policy of tying AR share repurchase to AM distributions received by AR + Clear identification of on going share repurchase funds . Modest impact on pro forma leverage AM distributions growing from $170MM in 2018 to $282MM in 2020 AM distributions not true FCF until 2020+ ⠀ Any sell downs of AM shares would result in decreased AR share repurchase Antero May be more attractive uses of capital at other times than share repurchase 16#17AR Capital Return - Funding Options Cont'd Benefits Considerations Issue Alternative AR Security * Issuance of convertible/ preferred security to provide a source of funding Provides ability to kick-start share repurchase without increasing debt or selling AM units + • Adds additional complexity Likely higher cost of capital . Potentially viewed as debt by rating agencies + AR Asset Sale . AR sells non-core acreage - likely in Utica Shale - as a near-term source of cash proceeds . Likely would not materially impact publicly disclosed capital plan • Reduces drilling inventory and optionality • Bearish gas markets won't support premium value • Limited buyer universe for Utica assets Hedge Book Monetization + Monetize hedge book (currently 100% hedged for *18-'19) as a near- term source of cash proceeds + Previously pursued, well understood by the market • Mixed market reaction to past hedge book monetization . Most confirm consistency with strategy and communicate with market AR Margin Loan on AM Units • AR collateralizes AM units in a margin loan to fund ASR program to demonstrate their commitment to return capital • Debt is recourse only to AM units • Increases total leverage . Another form of debt, on balance sheet * Higher cost of capital than RBL AMGP Bond Issuance + AMGP uses proceeds from public bond issuance to buy AM units from AR as a means to structurally simplify AR from midstream + Increases near- term yield of AMGP Near-term cash proceeds + AR loss of upside from AM units • Sale of AM units to repurchase AR shares dilutive Reduces future flexibility at AMGP • AR Common Dividend Demonstrates commitment to returning capital to shareholders . Immediate, consistent shareholder return • Commits capital, future reductions difficult . Unusual for upstream companies under $10Bn • "Token" dividend unlikely to alter trading multiple Antero 17#18Antero Alternatives Evaluation AR Shareholder Input Material Return of Capital Delever Balance Sheet and Partially Fund Repurchase Eliminate IDR Structure / Conflict of Interest More Independent AR Board Improved AR Valuation Potential Recommendation $500MM+ share buyback capping leverage at 2.5x Bring forward contingent water business payment Propose AMGP acquire AM for stock/ cash New Independent Director Rick Connor becomes fully independent post-merger of AMGP / AM (4 of 9 fully independent) more Other Ideas Sell Non-Core Acreage Sell AM Units to Infrastructure Fund Sell AM Units to Public Monetize Hedges AMGP Shares Swapped For AR's AM Units AMGP Buys AM Units AM Buys IDRS AM Buys AMGP 13-Way Merger - "Integrated Gas Company" AMGP Buys AR AR Buys AMGP / AM Add More Independents as PEs Roll Off Attractive Somewhat Attractive Not Attractive Antero 18#19AMGP / AM Transaction Transaction Assumptions (1) • AMGP purchases 100% of AM public units at a 1.552x exchange ratio (15% premium) - AMGP issues approximately 290MM shares to current AM unitholders ☐ - Assumes AM current total coverage profile held constant • All AM debt is assumed by AMGP * For tax purposes, projected new capex D&A and a step-up in basis associated with tax portion of transaction provide NOL carryforward through 2022 - AR receives 154MM AMGP shares, representing its 53% ownership in standalone AM as of YE2017 Assumes Series B AMGP shares convert into 23MM common shares upon transaction, based on transaction-implied market capitalization AR, AMGP and AM forecast based on company projections AR Substantially Improves Alignment Summary Ownership AR Management Sponsors Series B (³) Public Total (2) 9% 23% 69% 100% AM 53% 47% 100% AMGP PF AMGP 31% 7% 14% 5% 43% 100% 19% 36% 3% 42% 100% Notes 1. Market Data as of February 16, 2018 3 Assumes Seres Bunts converted into AMGP shares at current market capitalization for standalone AMGP Purchase Price AM Equity Take-Out AM Share Price ($ / Share) Acquisition Premium Acquisition Share Price ($ / Share) AM YE 2017E FDUO (MM) AM Common Equity Offer Value AM Valuation Equity Value AM YE 2017E Debt AM Noncontrolling Interest AM Cash Aggregate Value AM 2018E EBITDA Implied 2018E EBITDA Multiple (X) AM Valuation Total Equity Value % Debt Funded Assumed Net Debt New Debt Issuance (Cash) AMGP Price AMGP Shares Issued to AM AMGP Shares Issued to AM Public AMGP Shares issued to AR Antero $27.70 15.0% $31,86 186.6 5,945 5,945 1,200 (5) 7,428 730 10.2x 5,945 0.0% 1,195 $20.52 289.7 136.2 153.5 19#20AM / AMGP Exchange Ratio AM / AMGP 1.90 1.75 1.60 1.45 1.30 Better for AM Better for AMGP May-2017 Notes 1. Market Data as of February 16, 2018 Jul-2017 Exchange Ratio - Since AMGP IPO (1) Sep-2017 2/16/2018 30-Day Avg. 90-Day Avg. 180-Day Avg. Exchange Ratio (x) 1.350x там линии AMAN Nov-2017 1.451x 1.494x 1.547x Jan-2018 15% Premium to Current 1.552x 1.552x 1.552x 1.552x Antero Implied Premium 15% 7% 15% Premium: 1.552x 180-Day: 1.547x 90-Day: 1.494x -30 Day: 1.451x Feb-2018 Current: 1.350x 20#21Pro Forma Impact to AM Based on pro forma shares held by former AM unitholder AM unitholder also has 15% more principal value on $31.86 versus $27.70 today ($4.16 premium) AMGP Buys AM Node $ / unit $6.00 $4.00 $2.00 $0.00 X 1.50x 1.00x 0.50x 0.00x Distributable Cash Flow / Unit (1) Accretion/ (Dilution) (0.2%) (9.8%) $1.88 2018E 2018E 2 Cabulated as DCF/total distributor (3.2%) $2.76 $267 2019E 2020E 2019E Total Coverage (2) 1.17x 1.17x 2.5% 2020E $3.75 $3.04 2021E 2021E 4.2% 2022E 2022E Standalone $/unit $6.00 $4.00 $2.00 $0.00 CAGR % 20% 0% (15.2%) $1.72 $145 2018E Pro Forma 30.7% 2019E Distribution / Unit (1) Accretion/(Dilution) (8.2%) (2.6%) 1.1% $0.33/unit less distribution over next 5 years $2.21 2019E $2.85$2.78 2020E 2020E DPU CAGR vs. 2018 2021E 33.5% 2021E 3.6% 2022E 30.7% 2022E Antero 21#22Pro Forma Impact to AMGP AMGP Buys AM $/unit $4.50 $3.00 $1.50 $0.00 3.00x 2.00x 1.00x 0.00x 123.2% $0.54 Distributable Cash Flow / Unit 1.00 $1.20 2018E 1.28x 2018E Accretion/ (Dilution) 55.8% 93.8% $0.89 2019E Total Coverage 1.00x 2020E 2019E 1.00x 1.17x 2020E 42.2% 2021E 1.00 1.11 2021E 29.7% 2022E 2022E $ / unit $4.50 Standalone $3.00 $1.50 $0.00 Implied Yield SA PE CAGR % 75% 50% 25% 0% 74.4% 2018E 2.6% Pro Forma 2019E Distribution / Unit Accretion/(Dilution) 33.6% 47.4% 2019E 6.4% 57.0% $1.79 2020E 2020E 6.5% 8.7% DPS CAGR vs. 2018 27.9% 48.0% 2021E 8.5% 10.9% 2021E 23.2% $2 22 2022E 10.8% 13.3% 30.7% 2022E Antero 22#23Support For AMGP Trading Level 1 Key Trading Level Considerations EQGP trades at a ~4.6% 2018 yield with a ~20% 2-year forward growth rate. Pro forma, AMGP will have a ~38% growth rate and would need a ~4.6% yield to hold its current price 25 year dividend discount model with 10% cost of equity implies an ~12.1% terminal yield to support current price; 8.0% terminal yield implies share price of $23.03 3 Maintaining 3-year IRR would suggest a pro forma share price of $24.40 4) Correlation of yield vs. growth would suggest a pro forma share price greater than ~$33 5 Pro forma 2019E EBITDA multiple of 12.0x in-line with key peers Antero 23#24Market Reaction Current Yield (3) 12.0 10.0 8.0 6.0 6 2.0 0.0 R-Squared: 0.843 DCP TRGP TEGP EPD ENBL WES ENLC +C-Corp Non C-Corp MPLX WPZ AMGP Yield vs. 2-Year DPS/DPU CAGR (G&P Peers) (1) 2-Year DPS/DPU CAGR (2018E - 2020E) (2) 10.0 Antero ETE OKE CNXM WGP HESM EQM WMB RMP EQGP NBLX 20.0 1. Market Data of February 16, 2018 2 Peer and standalone Anteo represents 2-year 2018-2020 OFS/DPU GAGA 3 Peer and standalone Antero represents cumenty PF AMGP represents estimated currentyd at 12/31/2018 AM SA 30.0 AMGP PF Implied PF AMGP Price: $33.35 (2) As of 12/01/18 Breakeven Yield 40.0 Implied Yield 50.0 AMGP Yield Sensitivity (YE2018) Assumed Yield 4.8% 4.6% 3,8% 3.3% 2.8% 2.3% 1.8% AMGP SA $20.52 60.0 Implied Price $19.48 $20.52 $24.59 $28.31 $33.35 $40.57 $51.80 70.0 Antero X#25✓ Antero Resources Appendix A: AMGP Buys AM FEBRUARY 21, 2018#26AR Trading Observations Long-term growth of 20% • Deepest inventory among Appalachian peers Superior margins driven by liquids-rich production Best hedge book among peers Capital efficiencies driving toward positive free cash flow AR represents good value; upstream trades at a discount to peer group -Average one year price target of $24.86, -31% higher than current trading level # 10 @ 4 • AR Recognized Strengths M AR Pushback - Research View Capital efficiencies still a "show me" story E&P "clean" free cash flow not until 2020 and beyond Outspend required to meet FT requirements Management / sponsor "misalignment" given GP / IDRS are held outside of AR Antero 26#27AMGP Acquisition of AM - Summary + A combination of AMGP and AM via acquisition represents an attractive transaction from each of the AM, AMGP and AR perspectives · Overview · Benefits Dramatically improves "mis-alignment" issue; positive for AR Value proposition is compelling to both AM and AMGP - AM receives up-front premium and accretion to distributions beginning in year 4 - This profile compares favorably to precedent simplifications - Tax shelter provided by step-up enhances DCF - AMGP gets 100%+ up-front accretion and still enjoys 25% higher distributions 5 years out - Our analysis indicates AMGP will hold value and even improve - DDM and yield-vs.-growth correlation indicate upside from current share price Structure provides larger float, liquidity and access to institutional capital - IDR elimination improves long-term cost of capital - Reduces overhang risk at AM level (which currently exists through AR's 53% LP ownership of AM) Research analysts have done some pre-conditioning by referring to the AMGP acquisition of AM as most logical combination structure - Also notable that GP take of cash flow is highest for AM vs. peers beginning in 2021 ■ # Considerations Taxable to AM unitholders Taxable to AR, though fully shielded by NOLS AM distribution dilution in 2018 - 2020 Antero 27#28GP Take of LP Cash Flow Benchmarking (¹) % GP Take 50% 40% 30% 50% % GP Take 40% 30% 25.6% 20% DCP 26.1% DCP 30.8% AM SHLX Notes 1. AM metrics per company projections 32.3% 32.4% VLP 2018E GP Take VLP SHLX 37.5% 37.9% 35.9% || WES FOM 2020E GP Take 40.0% WES AM PSXP 39.9% 40.1% EQM TEP 39.3% TEP 41.1% PSXP % GP Take 50% 40% 30% 20% 50% % GP Take 40% 30% 25.6% 20% DCP 26.8% DCP 35.1% SHLX 38.0% SHLX 2019E GP Take 35.8% VLP 38.7% 36.3% VLP AM 2021E GP Take 38.5% 37.2% WES WES 40.3% TEP 38.1% EOM 41.0% EQM TEP 40.1% PSXP PSXP 41.9% 41.9% AM Antero 28#29Impact To AM vs. Precedents MLP Distribution Cut % MLP Distribution Cut OKS AM KMP EPB NGLS RRMP 0% 15% 15% 17% 23% 31% 10% 20% 30% 40% Year Breakeven Year AM RRMP KMP EPB NGLS OKS 0 2 4 5 5 5 5 6 Up-Front Premium 1-Day Prem. (%) KMP AM EPB RRMP NGLS OKS 0% 10% 12% 15% 15% 16% 18% 20% 25% 30% Cash Considerations % Cash KMP EPB NGLS 0% RRMP 0% OKS 0% 0% 5% 10% 12% 15% Antero 29#30How Will Pro Forma AMGP Be Valued? Node Antero AMGP SA AMGP PF GP Peers WGP EQGP TEGP ENLC MLP Peers WES EQM NBLX CNXM HESM Peer Mean Peer Median Equity Value PF AMGP Distributions EBITDA Interest Expense Maintenance Capex Cash Flow Available Coverage AMGP Distributions 3,820 12,164 9,741 6,710 3,401 3,025 8,210 5,395 1,914 1,215 1,085 Present Value Period PV @ 10.0% Cost of Equity Total PV @ 10.0 % Cost of Equity Current Share Price Terminal Value Implied Breakeven Yield Undiscounted Terminal Value 2018 730 (61) (67) 598 131 467 1.00 424 Price ($) $20.52 $24.40 $39.13 $25.21 $21.63 $16.75 $48.82 $66.95 $53.27 $19.10 $19.88 2019 (39) 2018E Yield (%) 2020 2.00 539 857 1,040 205 148 652 892 2.6% 3.8% 3.00 670 6.0% 4.6% 8.2% 6,4% 7.8% 6.6% 4.1% 7.2% 7.1% 2021 IRR Method (1) 989 1,222 1,413 1,642 (115) (131) (144) (63) (44) (58) 1,234 124 1,111 Distributions per Share ($ / Share) 2018E 2019E $0.89 $1.31 2019E 4.00 759 $0.54 $0.94 2018E $2.36 $1.16 $1.77 $1.07 2018E $3.83 $2.18 $1.37 $1.42 Dividend Discount Method (1) 2022 Terminal $2.61 $1.47 $1.92 $1.13 2019E $4.07 $5.09 $2.61 $1.58 $1.64 1,436 72 1,364 5.00 847 5.00 6.994 10,233 $20.52 2020E $1.34 $1.79 2020E $2.92 $1.68 12.1% 11,264 $1.96 $1.22 2020E $4.26 $5.85 $3.12 $1.74 $1.89 Discount Rate Growth CAGR (%) 2018 - 2020 57.9% 38,2% 2018-2020 11.2% 20.3% 5.1% 6.8% 2018-2020 5.5% 14.9% 19.6% 12.7% 15.4% 12.4% 12.7% 10.0% 12.5% 15.0% Exit Predicted Growth (%) Exit Yield (%) 2020-2022 28.8% 23.7% 2020-2022 12.3% 9.7% 1.9% 15.9% 2020-2022 4.7% 7.3% 19.8% 6.00% $34.81 $31.33 12.0% 10.1% 9.7% $28.28 Share Price Sensitivity Assumed Terminal Yield (%) 8.00% $27.73 $25.01 3.7% 4.2% $22.61 5.8% 6.2% 7.8% 5.2% 7.2% 6.7% 4.7% 6.6% 6.2% 6.2% 10.00% $23.48 $21.21 $19.21 3 Year IRR 25.2% 25.2% 15.3% 7.9% 14.1% 18.2% 15.1% 16.9% 12.5% 19.4% 16.1% 15.3% Antero 30#31AMGP Valuation Considerations Trading Summary Equity Value Aggregate Value Aggregate Value / 2018E EBITDA 2019E EBITDA 2020E EBITDA Equity Value / 2018E DCF 2019E DCF 2020E DCF DCF Growth (18E-20E) Yield & Growth Metrics 2018E Yield 2018E Cash Coverage Ratio DPU Growth (18E-20E CAGR) EBITDA Growth (18E-20E CAGR) 1. Market Data as of February 16, 2018 M EQT GP HOLDINGS, LP SA 6,710 6,708 18.2x 15.0x 22.4x 18.2x 15.0x 22.3% 1.0x 20.3% 22.3% Consolidated (2) i 13,493 14,799 12.7x 10.1x 9.0x 13.8x 11.2x 10.0x Peer Trading Statistics (1) I 17.6% ONEOK 21,821 31,423 14.0x 12.8x 12.4x 13.8x 12.4x 12.1x 6.7% 5.5% 1.3x 9.7% 6.3% TARGA RGA 10,334 17,131 13.3x 11.2x 9.8x 11.7x 9.8x 8.4x 17.8% I 7.6% 1.1x 1.4% 16.4% SA 3,820 3,818 29.0x 17.7x 11.8x 46.7x 28.5 19.0x 56.7% 2.6% 1.0x Antero Midstream GP 57.9% 57.0% PF 10,231 11,857 16.2x 1 12.0x 9.7x 17.1x 11.9x 4.6% * PF AMGP's peer-leading DCF growth for suggests potential for upward share price 9.8x rerating post-transaction 31.9% 1.3x 38.2% Commentary 29.4% PF AMGP becomes more in-line with C- Corp peers with minimal leverage * PF AMGP's high growth results in forward multiples that are in-line or lower than peers, assuming current AMGP standalone share price Significant coverage paired with high growth supports premium valuation relative to peers Antero 31#321 Antero Resources Appendix B: AR Share Buyback Analysis FEBRUARY 21, 2018#33AR Share Repurchase Considerations . . Key Considerations While only three E&P firms had announced share repurchase programs from 2015-2017, four more firms have already done so in Q1 '18 Market reaction has been mixed: 8.2% up for APC, 1.0% up for HES, and (8.9%) down for GPOR Larger programs (5-10% of market capitalization) with well-defined funding sources and timelines have received strongest response Analysis of 16 precedent Energy share buy-backs since 2010 indicates positive impact on share price - T+30 relative performance to E&P index averaged 4.5% outperformance when announced buy-back was 10% of market cap or higher • AR share buy-backs need to be sized to balance impact, credibility, and balance sheet - Average FCF over 5 years is $320mm / year Two year, $600mm program - A $300mm debt issuance in 2018 and 2019 keeps debt / EBITDAX below 2.0x in 2019 and beyond - Two year, $600mm program assuming approximately $207mm³ of earn out proceeds and the balance with debt Announcement date 02/15/18 02/15/18 02/14/18 01/29/18 11/06/17 09/20/17 03/29/17 08/07/14 Company Noble Energy Encana Corporation Laredo Petroleum Gulfport Energy Corporation Hess Corporation Anadarko Petroleum Corporation ConocoPhillips Linn Energy, LLC E&P Share Repurchase Precedents %6 shares OFS 5.8% Market reaction 5 days 30 days 3.7% 10.4% 4.5% 3.6% 10.0% Buyback value ($mm) $750 $400 $200 $100 $500 $2.500 $3,000 $250 4.9% 24% $1,092 $375 90-Day ADTV Multple 5.8x 6.0% 4.7% 8.5x 2.7x 11.6x 7.9x 6.9x 1 days (0.3%) 6.7x 7.4x 5.0% (8.9%) 1.0% 8.2% 8.8% (24.3%) (0.5%) 9.5% 10.2% 11.9% 3.6% 0.8% 6.6% % Relative Price Performance vs. S&P E&P Index T+30 Dec 13 MRO- Precedent Performance B OXY- Oct 14 101 MUR- Aug 14 (2.0) 60 days @ 1,0% 7.7% (2,2%) (20.1%) 15.0 120 9.0 60 0 COP- Mar 10 B COP- Nov 16 0 1 days (0,0%) (1.1%) 5.3% (5.3%) 1.2% 8.1% @HES APA- May 14 MUR- May 14 20 APA- Mly: 13. · Feb 14 40 (15.8%) (1.1%) 4.2% 6.0% 0.1% PXP (0.2%) (1.7%) (3.4%) (1.3%) 3.0% Mean Median Source: Factset as of 02/16/18; Market reaction defined as one day post-announcement: Relative performance based on S&P 500 E&P index Based on PV-10 of earn-out proceeds discounted to mid-year 2018 (0.2%) (0.6%) 3.2% 0.1% APC Relative performance 5 days 30 days 00 4.1% 7.7% 1.6% 3.8% 3.0% COP. Dec 11 Antero % of Market Capitalization 60 days (3.2%) 13.3% 1.8% (0.3%) 33#34AR Share Repurchase Analysis $600mm repurchase: AR debt issuance in 2018 and 2019 Standalone Pro forma Difference $600mm repurchase: Water earn-out monetization¹ + AR debt issuance Standalone Pro forma Difference Buybacks Total uses 2018E ($69) ($77) (S8) Illustrative AR Share Repurchase Analysis (Discretionary Cash Flow / Share) Share repurchase AR leverage capacity Water earn outs AR sale of AM units Total sources Buybacks Total uses 2018E ($69) $131 $200 Net free cash flow (Smm) 2019E ($25) AR leverage capacity Water earn outs AR sale of AM units Total sources 2018 300 $300 2018 300 0 10 $300 2020E $215 (533) 2018 450 $450 2018 243 207 0 $450 Net free cash flow (Smm) 2019E $464 $321 2020E $248 $101 ($147) *Based on PV-10 of eam-out proceeds discounted to mid-year 2018 Uses ($mm) 2019 300 $300 Sources ($mm) 2020 0 0 2019 300 0 0 $300 2021E $222 $189 2019 150 $150 2020 0 50 Uses ($mm) 2019 150 0 0 $150 10 50 2021E $222 $201 ($21) Sources ($mm) 2020 0 0 0 $0 2020 0 50 2022E $433 ($33) 2021 0 $0 2021 0 0 0 50 ($21) ||| 2021 0 $0 2022E $466 2021 0 0 0 $10.00 $8.00 $2.00 $0.00 Acc/(dil) Standalone Pro forma $10.00 $6.00 $4.00 $0.00 Acc/(di) $4.94 $5.00 Standalone 2018E 3.2% Pro forma 2018E $4.94 $5.19 2018E 5.2% Standalone 2018E 2.1x $5.93 $6.30 AR Net Debt / LTM EBITDAX (including AM distributions) 2020E 1.4x 2.1x 2019E 2019E 1.5x Standalone $5.93 $6.32 2019E 6.5% $6.03 2019E 1.7x $6.37 2020E 5.7% 1.7x $6.03 $6.66 $7.05 2021E $6.41 Share repurchase 2020E 6.3% AR Net Debt / LTM EBITDAX (including AM distributions) 2020E 5.8% 2021E 1.2x 1.5x $6.66 $7.10 $8.16 2021E 2021E 1.2x 2022E $8.66 2022E 0.8x $8.16 $8.70 2022E 6.7% 2022E 0.8x Antero 34