Antero Midstream Partners Mergers and Acquisitions Presentation Deck

Tier 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

View entire presentation