#1PROJECT BRONCO CONFIDENTIAL DISCUSSION MATERIALS July 3, 2018 Note, all analyses presented herein are preliminary and subject to change. TIME Confidential - Preliminary Draft BAIRD#2SUMMARY OF INFORMATION PRESENTED HEREIN (1) ■ The materials presented herein assess the impacts of adjusting certain key transaction levers; in particular, Baird addresses the following topics: Section 1 Section 2 Section 3 Section 4 Section 5 Follow-Up Analysis Preliminar. Draft ■ A comparison of key metrics implied by the current proposal (¹) (1.6x AMGP shares for each AM unit) What are the impacts of modifying the exchange ratio to a higher level? What are the impacts of adding a cash component to the transaction? Approaches to the Series B valuation ■ Summary of levers discussed and illustrative counter proposal Baird and Sidley are awaiting additional information related to proposed tax structure of the transaction. It is our intent to provide the special committee with an analysis of the proposed tax structure and its impacts to AR relative to other potential structures in a future meeting. All references to the current proposal refer to the proposal letter dated June 8, 2018, addressing the potential acquisition of AM by AMGP. Project Bronco BAIRD Page 1#3Confidential - Preliminary Draft Section 1: A comparison of key metrics implied by the current proposal (1.6x AMGP shares for each AM unit)#4IMPLIED PREMIUM AT 1.6x EXCHANGE RATIO Current AMGP Price $18.61 X Note: Represents closing prices as of June 28, 2018. Proposed Exchange Ratio 1.6x Implied Takeout Price $29.78 Treliminary Draft Current AM Price $29.73 BAIRD Implied Premium 0.2% Project Bronco Page 2#5CASH FLOW ACCRETION / DILUTION RECAP ($ in millions, unless otherwise noted) AM Unitholders Distribution per LP Unit $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 ($0.15) (6.7%) $500 $400 $300 $200 $100 $0 <$2.21 $2.06 2019E AR Shareholders Total Cash Flow from Midstream Ownership ($15) (6.7%) Accretion / (Dilution) ($0.02) (0.6%) $219 $204 $2.85 $2.83 2020E $282 $280 $0.08 2.3% Status Quo $3.42 $3.50 2021E Accretion/ (Dilution) ($2) (0.6%) $8 2.3% $338 $346 $0.12 3.0% F▬▬L $4.10 $4.22 2022E $12 3.0% $405 $418 Pro Forma for Proposal AMGP Shareholders Distribution per Common Share $3.00 $2.00 $1.00 $0.00 $0.40 45.0% $60 $50 $40 $30 $20 $10 $0 $0.89 2019E Series B Holders Total Cash Flow $1.29 $12 $12 95% $24 $1.34 Accretion/(Dilution) $19 Trellminary Prart $0.43 32.2% 2020E $1.77 $1.74 $33 2019E 2020E 2021E 2022E 2019E 2020E Source: Antero management projections Note: Assumes AMGP purchases 100% of AM public units with 100% equity at a 1.600x exchange ratio; AMGP issues 299.3 million shares to current AM unitholders. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series 8 units. $0.44 25.5% Accretion / (Dilution) $13 70% $2.19 2021E $26 $15 58% $40 2021E $2.22 BAIRD $33 $0.42 18.8% $2.64 2022E $16 48% $49 2022E Project Bronco | Page 3#6DISTRIBUTION GROWTH & COVERAGE RECAP AM Distribution Growth DPU CAGR vs. 2019 50% 40% 30% 20% 10% 2.00x 1.50x 1.00x 0.50x 29.0% 0.00x 37.5% AM Total Coverage Ratio 2020E Pro Forma for Proposal AM receives the benefit of enhanced growth; AMGP's growth rate declines AMGP Distribution Growth DPS CAGR vs. 2019 1.31x 1.31x 24.4% 30.3% 2021E Status Quo 2020E 22.9% 1.16x 1.16x 1.11x 1.11x 27.0% 2021E 2022E 1.05x 1.05x 60% 50% 40% 30% 20% 2022E 10% 0% Coverage ratios have an impact on the amount of cash distributed to equity holders AMGP Total Coverage Ratio 2.00x 1.50x 1.00x 0.50x 50.9% 0.00x 2020E 37.5% (1.31x) 1.00x 2019E Treliminary Grant 1.00x 40.1% 2019E Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity at a 1.600x exchange ratio; AMGP issues 299.3 million shares to current AM unitholders. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series 8 units. 30.3% 2021E 1.16x 2020E 1.00x 35.8% 1.11x 2021E ********** 2022E BAIRD 27.0% 1.00x 1.05x Project Bronco 2022E Page 4#7CASH FLOW BREAKOUT IN 2019 Status Quo 2019 Cash Flow Breakout ($ in millions) $850 AM Generated Distr. Cash Flow ($201) $850 Coverage Ratio (1.31x) $649 ($201) Pro Forma 2019 Cash Flow Breakout ($ in millions) $414 Cash Flow AM Holders Distributed $649 $385 $12 Cash Flow AM Holders Distributed Series B Holders $24 Composed of $56 mm tax and $2 mm G&A Series B Holders $58 AMGP Tax + G&A $165 X AMGP Tax + G&A AMGP Holders Per Antero guidance, $56 mm of tax and $2 mm of G&A are eliminated $240 Contleende preliminar Draft AMGP Holders AMGP 25% Series B 2% Tax + G&A 9% AMGP 37% AM Generated Distr. Cash Coverage Ratio (1.31x) Flow Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity at a 1.600x exchange ratio; AMGP issues 299.3 million shares to current AM unitholders. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series 8 units. Note, AM % shrinks; AMGP & Series B % increases Series B $649 Cash Distributed $649 Cash Distributed Project Bronco BAIRD AM 64% AM 59% Page 5#8CASH FLOW BREAKOUT OVER TIME Percentage of total pro forma cash flow received over time % of Cash Flow 70% 60% 50% 40% 30% 20% 10% 0% 59% 37% 4% 64% 25% 2019 AM Status Quo AMGP 59% 37% 4% Series B 60% 28% 2% 2020 Pro Forma (1.6x Proposal) -AM AMGP - Series B 59% 37% 58% 29% 2% vreliminar. Part 2021 Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity at a 1.600x exchange ratio; AMGP issues 299.3 million shares to current AM unitholders. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series 8 units. 59% 37% 4% 2022 57% 31% 2% Project Bronco BAIRD Page 6#9RELATIVE TRADING ANALYSIS Comparative trading metrics highlight the current valuation disparity between AMGP and AM (AMGP trades at a substantial premium) Antero Midstream (AM) On a pro forma basis, the valuation metrics of the new AMGP, "AMC", would suggest it's likely that the security holds its value and potentially trades higher, which would allow the owners (including AR) to realize additional value following the transaction Antero Midstream GP (AMGP) AMC Pro Forma @ 1.6x Exchange Ratio Price $29.73 $18.61 $18.61 Current Yield 5.2% 2.3% NA 2019E Yield 7.4% 4.8% 6.9% 2019-22 Est. Distribution Growth CAGR 22.9% 35.8% 27.0% Equity Value / Cash Flow (1) 2018E Preliminar Paft 14.4x 23.6x NA 2019E 10.8x 14.6x 11.0x BAIRD Source: Antero management projections. (1) Cash flow represents distributable cash flow attributable to LP unitholders / shareholders at full payout. Cash flow to AMGP is net of Series B profit interest and taxes. Net Debt / 2019E EBITDA Project Bronco 1.3x NM 1.3x Page 7#10Confidential - Preliminary Draft 1. Section 2: What are the impacts of modifying the exchange ratio?#11IMPLIED PREMIUM / DISCOUNT AT VARIOUS EXCHANGE RATIOS Current AMGP Price $18.61 18.61 18.61 18.61 18.61 X Exchange Ratio 1.6x 1.7x 1.8x 1.9x 2.0x Note: Represents closing prices as of June 28, 2018. Red box represents current proposal. = Implied AM Takeout Price $29.78 31.64 33.50 35.36 37.22 Confiden31 Freliminar Draft ÷ Current AM Price $29.73 29.73 29.73 29.73 29.73 = BAIRD Implied Premium 0.2% 6.4% 12.7% 18.9% 25.2% Project Bronco Page 8#12ACCRETION / DILUTION AT VARIOUS EXCHANGE RATIOS AM Distribution per LP Unit $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 1.31x 1.22x 1.25x 1.28x 1.31x 1.33x 2.21 2.06 2.11 2.16 2.20 2.24 2019 0.89 Status Quo AM coverage ratio required for a neutral deal AMGP Distribution per Common Share 1.29 1.24 1.20 1.16 1.12 2019 2.85 2.83 2.91 2.97 3.03 3.09 1.6x (Proposal) 1.34 2020 1.77 1.71 1.65 1.59 1.54 2020 1.7x Continente Preliminary Praft 1.8x 1.74 3.42 3.50 3.59 3.66 3.74 3.81 2021 1.9x 2.19 2.11 2.04 1.97 1.90 2021 Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series B units. 2.0x 4.22 4.10 2.22 4.38 4.48 4.58 4.67 2022 BAIRD 2.64 2.58 2.49 2.41 2.33 2022 Project Bronco Page 9#13IMPACT TO AR AT VARIOUS EXCHANGE RATIOS $400 Total Cash Flow to AR from Midstream Ownership ($ in millions) $500 $300 $200 $100 $0 219 204 209 213 218 222 2019 $4,000 $3,000 $2,000 Status Quo $1,000 $0 1.6x (Proposal) 282 280 287 294 300 305 $2,944 2020 1.7x $3,128 338 346 354 362 370 377 2021 Value of AR's Midstream Holdings (Post-transaction, assuming no change in "AMC" share price) (¹) ($ in millions) 1.8x $3,312 1.9x $3,496 Trellminary Draft 2.0x 405 418 433 443 453 461 Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series B units. (1) Assumes AMGP's closing share price of $18.61 as of June 28, 2018, multiplied by the number of shares received in the transaction. Current holdings x current AM unit price as of June 28, 2018. 2022 $3,680 SA 1.6x 1.7x 1.8x 1.9x 2.0x Current Value: $2,939 mm (2) BAIRD Total Cash Flow $1,244 1,248 1,284 1,313 1,340 1,365 Project Bronco | Page 10#14CASH FLOW BREAKOUT AT VARIOUS EXCHANGE RATIOS ($ in millions) 2019 2022 AM Holders AMGP Holders Series B AMGP Taxes + G&A AM Holders AMGP Holders Series B AMGP Taxes + G&A Status Quo $414 165 12 58 Status Quo $767 414 33 142 1.6x $385 240 24 1.6x $790 492 49 1.7x $395 231 23 1.7x Exchange Ratios 1.8x Freliminar. Draft $820 480 48 Exchange Ratios 1.8x Source: Antero management projections. Note: Assumes AMGP purchases 100% of AM public units with 100% equity. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series B units. $404 223 22 $839 464 46 1.9x $412 216 21 1.9x $856 449 45 BAIRD 2.0x $420 209 21 2.0x $873 434 43 Project Bronco | Page 11#15RELATIVE TRADING ANALYSIS Antero Midstream (AM) Antero Midstream GP (AMGP) AMC Pro Forma @ 1.6x Exchange Ratio @ 1.7x Exchange Ratio @ 1.8x Exchange Ratio @ 1.9x Exchange Ratio @ 2.0x Exchange Ratio Price $29.73 $18.61 $18.61 $18.61 $18.61 $18.61 $18.61 Current Yield 5.2% 2.3% NA NA NA NA NA 2019E Yield 7.4% 4.8% 6.9% 6.7% 6.4% 6.2% 6.0% Higher exchange ratios lower the initial pro forma distribution, but forward growth trajectory is relatively unchanged 2019-22 Est. Distribution Growth CAGR 22.9% 35.8% 27.0% 27.6% 27.6% 27.6% 27.7% Equity Value / Cash Flow (1) 2018E 14.4x 23.6x NA ΝΑ ΝΑ NA Treliminary Draft ΝΑ 2019E 10.8x 14.6x 11.0x 11.4x 11.8x 12.3x 12.7x ***** BAIRD Net Debt / 2019E EBITDA 1.3x NM 1.3x 1.3x 1.3x 1.3x 1.3x 1 " Source: Antero management projections. (1) Cash flow represents distributable cash flow attributable to LP unitholders / shareholders at full payout. Cash flow to AMGP is net of Series B profit interest and taxes. Project Bronco | Page 12#16Confidential - Preliminary Draft Section 3: What are the impacts of adding a cash component to the transaction?#17($ in millions, unless otherwise noted) TRANSACTION MECHANICS INCLUDING A CASH COMPONENT (1) Current AMGP Price $18.61 18.61 18.61 18.61 18.61 AMGP / AM Share Exchange Ratio 1.6x 1.7x 1.8x 1.9x 2.0x B Takeout Price $29.78 31.64 33.50 35.36 37.22 AM Units O/S (mm) 187 187 187 187 187 Benefits: May be a source of capital to initiate a buyback program at AR Considerations: AR would lose out on potential longer-term upside of holding new AMGP shares Equity Value (before cash) $5,569 + 5,917 6,265 6,613 6,961 Confidende Preliminary Praft Results in proforma leverage at AMGP of 3.0x NTM EBITDA. Equal the total implied exchange ratio if the transaction were done with 100% equity, including the $750 million cash component. Plus: Cash Equity Exchange Ratio 1.60x 1.70x 1.80x 1.90x 2.00x (1) $750 750 750 750 750 $0 1.60x = 1.70x 1.80x 1.90x 2.00x Total Equity Value $6,319 6,667 7,015 7,363 7,711 INV Implied All-in Exchange Ratio (2) Implied All-in Exchange Ratio (incl.cash) 1.77x 1.87x 1.97x 2.07x Cash Component $250 1.67x $500 1.74x 1.84x 1.94x 2.04x 2.14x 1.8x 1.915x (2) 2.0x 2.1x 2.2x $750 1.82x 1.92x 2.02x 2.12x 2.22x BAIRD Project Bronco | Page 13.#18CASH FLOW ACCRETION / DILUTION WITH A CASH COMPONENT AM Unitholders Distribution per LP Unit (excl. transaction cash component) $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 $700 $600 $500 $400 2.21 2.06 2.08 $300 $200 $100 $0 2019E 219 204 2.85 2.83 2.83 AR Shareholders Total Cash Flow from Midstream Ownership ($ in millions) 602 2020E Standalone 282 280 280 2020E 3.42 3.50 3.51 2021E 338 346 347 2021E Proposal (1.6x, no cash) 4.10 4.22 4.31 2019E Source: Antero management projections. Note: Assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series B units. 2022E Total CE Standalone Proposal $1,244 1,287 PF (1.7x. $750) 1,655 405 418 426 2022E AMGP Shareholders Distribution per Common Share $3.00 $2.00 $1.00 $0.00 60% 50% 40% 30% 20% 10% 0.89 0% + AMGP Distribution Growth DPS CAGR vs. 2019 1.29 1.23 2019E 50.9% 37.5% 1.7x (+ $750 mm cash) 2020E 1.34 reliminar Draft VA 35.9% 2020E 1.77 1.67 11 40.1% 1.74 2.19 2021E 2021E 30.3% 29.7% 2.06 2.22 35.8% BAIRD 2.64 2.53 2022E 27.0% 27.4% 2022E Project Bronco | Page 14#19Confidential - Preliminary Draft Section 4: Approaches to the Series B Valuation#20SERIES B VALUE IMPLIED BY PROPOSAL Per AMGP proposal dated June 8, 2018 (1) Shares Issued to Series B Holders X 18.5 million As of June 28, 2018. Current AMGP Share Price (¹) $18.61 = Treliminary Draft Implied Value $344 million BAIRD Project Bronco | Page 15#21SERIES B UNIT VALUATION SPECTRUM ($ in millions, except per share data) Current Proposal Conversion AMGP Shares Issued Current AMGP Price Implied Value Proposed Shares Issued Source: Antero management projections. (1) As of June 28, 2018 (3) 18.5 $18.61 $344 PV-15% 18.5 AMGP 2022E Distributions Equals Series B Equity Value divided by Current AMGP Price. Equal AMGP 2022E Distributions divided by Estimated Terminal Yield. Implied AMGP Market Cap Less: Series B Benchmark Series B Pool x Series B Equity Value (5.92%) (3) VS. Potential Status Quo Series B Valuation in 2022E 3.0% $414 $13,792 ($2,000) $11,792 $698 (1) Current AMGP Market Cap Less: Series B Benchmark Series B Pool Estimated Terminal Yield 4.0% $372 AM Acquires AMGP Conversion Mechanics x Series B Equity Value (5.92%) Implied Shares Issued $414 $10,344 ($2,000) $8,344 $494 (2) $263 5.0% $414 $8,275 ($2,000) $6,275 $371 Preliminary. Rraft $198 BAIRD Assesses the potential value of the Series Bif held until 2022 under a Status Quo Scenario $3,465 ($2,000) $1,465 $87 4.7 Project Bronco | Page 16#22SERIES B VALUATION - STATUS QUO How Series B Holders may be viewing the value of the Series B Present Value of Series B Distributions + Present Value of Conversion ($ in millions) Distributions Source: Antero management projections. Coverage Ratio at AM Total Distributions from AM IDRs Less: Priority Series A Cash Flow ($7.5 mm/q) Remaining Cash Flow Available Series B Profits Interest Series B Profits Interest A PV-15% Terminal Value 2022E AMGP Distributions + Assumed Terminal Yield Implied AMGP Equity Value Less: Benchmark Series B Pool Terminal Value of Series B Interest (5.92%) B PV-15% Total PV-15% (A + B) Terminal Yield 2% 3% 4% 5% 6% 2019E 10% $789 $523 $390 $311 $258 1.31x $236 (30) $206 5.92% $12 Present Value Sensitivity Discount Rate 15% $651 $433 $324 $259 $215 20% $541 $362 $272 $218 $182 2020E <1.16x $355 (30) $325 5.92% $19 Tellminary Prart 2021E 1.11x $462 (30) $432 5.92% $26 2022E 1.05x $589 (30) $559 5.92% $33 ***** BAIRD Terminal Value $61 $414 4% $10,344 (2,000) $8,344 $494 $263 $324 Project Bronco | Page 17#23Present Value of Series B Distributions SERIES B VALUATION - STATUS QUO (CONT.) Series B would have less value if AM were to cover its distributions at no less than 1.2x in future years Terminal Value + Present Value of Conversion ($ in millions) Distributions Source: Antero management projections. Coverage Ratio at AM Total Distributions from AM IDRs Less: Priority Series A Cash Flow ($7.5 mm/q) Remaining Cash Flow Available Series B Profits Interest Series B Profits Interest A PV-15% Terminal Value 2022E AMGP Distributions + Assumed Terminal Yield Implied AMGP Equity Value Less: Benchmark Series B Pool Terminal Value of Series B Interest (5.92%) B PV-15% Total PV-15% (A + B) Terminal Yield 2% 3% 4% 5% 6% 2019E 10% $674 $445 $330 $261 $215 1.31x $236 (30) $206 5.92% $12 Present Value Sensitivity Discount Rate 15% $557 $369 $275 $218 $181 20% $463 $308 $231 $184 $153 2020E 1.20x $341 (30) meliminary Prart $311 5.92% $18 2021E 1.20x $423 (30) $393 5.92% $23 2022E 1.20x $509 (30) BAIRD $479 5.92% $28 $56 $357 4% $8,929 (2,000) $6,929 $410 $219 $275 Project Bronco | Page 18.#24SERIES B EXCHANGE VALUATION - PRO FORMA Current Proposal 18.5mm Share Exchange 15.0mm Share Exchange 12.5mm Share Exchange 10.0mm Share Exchange 7.5mm Share Exchange (in millions, except pershore data) AMGP Shares Issued to Series B Pro Forma AMGP Dividend per share Cash Flow to Series B Terminal Value AMGP Shares Issued to Series B Pro Forma AMGP Dividend per share Cash Flow to Series B Terminal Value AMGP Shares Issued to Series B Pro Forma AMGP Dividend per share Cash Flow to Series B Terminal Value AMGP Shares Issued to Series B Pro Forma AMGP Dividend per share Cash Flow to Series B Terminal Value AMGP Shares Issued to Series B Pro Forma AMGP Dividend per share Cash Flow to Series B Terminal Value Source: Antero management projections. 2019E 18.5 $1.29 $24 15.0 $1.30 $19 12.5 $1.30 $16 10.0 $1.31 $13 7.5 $1.32 $10 ZOZOE 18.5 $1.77 $33 15.0 $1.78 $27 12.5 $1.79 $22 10.0 $1.80 $18 7.5 $1.81 $14 2021E 18.5 $2.19 $40 15.0 $2.20 $33 12.5 $2.21 $28 10.0 $2.22 $22 7.5 $2.24 $17 2022E 18.5 $2.64 $49 15.0 $2.66 $40 12.5 $2.67 $33 10.0 $2.69 $27 Confidentiel-Preliminary Grafe 7.5 $2.70 $20 Terminal Value @4% Yield $1,221 $997 $835 $671 $506 PV-15% $751 $613 $513 $413 $311 Discount Rate 10.0% 15.0% 20.0% Discount Rate 10.0% 15.0% 20.0% Discount Rate 10.0% 15.0% 20.0% Discount Rate 10.0% 15.0% 20.0% Discount Rate 10.0% 15.0% 20.0% Sensitivities 4.0% $907 $751 $620 $627 $519 4.0% $741 $613 $512 4.0% $499 Terminal Yield 5.0% $748 $413 $345 BAIRD 4.0% $620 $513 $424 $429 $355 Terminal Yield 5.0% $611 $507 $424 Terminal Yield 5.0% $512 Terminal Yield 5.0% $411 $341 $285 6.0% $642 $534 $448 6.0% $524 $436 $365 6.0% $439 $365 $306 6.0% $353 $293 $246 Terminal Yield 4.0% 5.0% 6.0% $376 $310 $266 $311 $257 $221 $260 $215 $186 Project Bronco | Page 19#25SERIES B UNIT CASH FLOW COMPARISON SERIES B CASH FLOW COMPARISON ($ in millions) $12 2019 $24 Status Quo $19 Status Quo Cash Flow to Series B = Pro Forma AMGP Dividend = Source: Antero management projections. 2020 "CASH FLOW NEUTRAL" SHARES CALCULATION ($ and shares in millions) Implied "Cash Flow Neutral" Shares $33 2019E Pro Forma (Proposal) $26 $12 $1.29 9.4 2021 $40 155 2020E $19 $1.77 10.9 Treliminar. Draft 2021E $26 $2.19 11.7 $33 2022 $49 2022E $33 $2.64 12.5 BAIRD Project Bronco | Page 20#26Confidential - Preliminary Draft Section 5: Summary of Levers Discussed#27SUMMARY OF LEVERS DISCUSSED Increasing Exchange Ratio Adding a Cash Component Reducing Series B Exchange Benefits ■ Increased cash flow to AR Results in a premium on the sale of AM More equitable sharing of transaction economics ■ Likely viewed favorably by AR investors Helps AR in return of capital initiatives (i.e., share buybacks) ■ Increases new AMGP, "AMC" accretion per share, and potential share price Increases accretion potential with less cash going to Series B Better aligns cash flow profiles (status quo vs pro forma cash flow to Series B holders) ■ Preliminar. Draft Considerations BAIRD Cash flow impact to AR, even at a high exchange ratio, is relatively minimal Adding more shares potentially reduces the equity value of the new AMGP, "AMC" Less upside from holding shares in the new AMGP, "AMC" I Potentially greater AM per unit dilution Increases leverage at the new AMGP, "AMC" Relatively minimal impact to overall deal economics Project Bronco | Page 21#28ILLUSTRATIVE COUNTER CONSTRUCT ■ Increase AMGP for AM exchange ratio from 1.6x to 1.7x Add a cash component of $750 mm, or approximately $4.00 per AM unit Reduce Series B exchange from 18.5 mm shares to 10 mm shares Mandate no distribution cut to AM unitholders (achieved in 2019 via a modest adjustment to the distribution coverage ratio) Implied Premium to AM Price AMGP Unit Price x Share Exchange Ratio = Takeout Price (pre-cash) + Cash Component / Unit = Total Takeout Price Current AM Price Implied Premium Source: Antero management projections. Note: Represents closing prices as of June 28, 2018. $18.61 1.700x $31.64 4.00 $35.64 29.73 19.9% $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 Distribution Forecast to AM Unitholders $3.00 $2.00 $1.00 $0.00 $1,500 $1,000 Distribution Forecast to AMGP Unitholders $500 7 $0 Standalone Pro Forma Note, coverage ratio decreases from 1.31x to 1.25x $3.42 $3.56 $2.21 $2.21 2019E $0.89 $219 $2.85 $2.87 2020E $1.30 $1.34 2019E 2020E Total Cash to AR from Midstream Holdings $2,000 $615 2019E Treliminary Draft M Standalone $282 $284 2020E $1.69 $1.74 2021E $338 $352 $2.09 2021E 2021E Pro Forma $4.10 $2.22 $405 $432 I BAIRD $4.37 2022E $2.57 2022E $1,6831 $1,244 2022E I Total Project Bronco | Page 22#29RELATIVE TRADING ANALYSIS Antero Midstream Partners LP (AM) Antero Midstream GP LP (AMGP) AMC Pro Forma @ Current Proposal @ Illustrative Counter (2) Price $29.73 18.61 $18.61 18.61 Value of AR's Midstream Holdings Current Yield 5.2% 2.3% ΝΑ NA 2019E Yield 7.4% 4.8% 6.9% 7.0% (3) Status Quo $2,939 2019-22 Est. Distribution Growth CAGR 22.9% 35.8% 27.0% 25.5% Equity Value / Cash Flow (1) 2018E (3) Current holdings * AM unit price. (4) Proforma ownership, assuming no change to AMGP pro forma share price plus cash received in transaction ($750 mm * 53%) 14.4x 23.6x Current Proposal @1.6x Exchange Ratio $2,944 NA Treliminary Draft NA 2019E 10.8x 14.6x 11.0x 11.4x Source: Antero management projections. (1) Cash flow represents distributable cash flow attributable to LP unitholders / shareholders at full payout. Cash flow to AMGP is net of Series B profit interest and taxes. (2) Represents 1.7x equity exchange ratio, $750 mm in cash, 10 mm shares issued to Series B holders and no distribution cut to AM unitholders in 2019. Illustrative Counter Pro Forma + Cash Rovd. Net Debt / 2019E EBITDA BAIRD $3,524 1.3x NM 1.3x 1.3x Project Bronco | Page 23