Maryland Public Service Commission Approves $4.5 Billion Merger of WGL Holdings, Inc. and AltaGas Ltd.

April 4, 2018

Maryland joins Virginia, the Federal Energy Regulatory Commission,
the Federal Trade Commission, the Department of Justice, and the
Committee on Foreign Investment in approving the combination

The District of Columbia Public Service Commission’s review is
continuing

AltaGas and WGL are reviewing the Commission’s changes in the order
and expect to respond soon

WASHINGTON–(BUSINESS WIRE)–The Maryland Public Service Commission announced its approval Wednesday
of the combination of WGL Holdings, Inc. (NYSE:WGL) with AltaGas Ltd.
(TSX:ALA). The $4.5 billion merger brings together two complementary
energy companies committed to delivering more value for customers in
Maryland and promises more investment in energy infrastructure and clean
energy across the state.

“We are confident that our combination with AltaGas will benefit
residents, businesses and the economy of Maryland. We appreciate the
Commission’s careful consideration of the many positive benefits this
merger brings to the state as they thoroughly evaluated our application.
We are reviewing the Commission’s final order and will provide our joint
response as soon as possible,” said Terry D. McCallister, Chairman and
CEO of WGL Holdings, Inc., the parent company of Washington Gas.
“Washington Gas will be an even stronger company as part of the AltaGas
family and the new resources available as part of this combination will
provide benefits for the state for years to come.”

“We are pleased that the Maryland Public Service Commission has approved
our acquisition of WGL,” said David Harris, President and Chief
Executive Officer of AltaGas. “This marks another major milestone in
bringing together AltaGas and WGL to deliver long-term value to
customers and shareholders alike as we build a stronger future together.”

The Commission voted 4 to 1 in favor of the merger. According to the
final order issued by the Commission, AltaGas and WGL will provide
benefits that include:

$30.5 million for a one-time $50 rate credit for Maryland residential
heating customers and a rate credit for non-residential customers. In
addition, the companies committed that operational savings resulting
from the merger will be passed through to customers.
$22.8 million to Montgomery and Prince George’s counties for customer,
educational, workforce development and energy efficiency programs,
with at least 20% of such funds directed to benefit low- and
moderate-income residents in both single- and multifamily communities.
$100 million to expand natural gas infrastructure in the state of
Maryland:
- $70 million over 10 years in the Washington Gas service area
  (which will be included in the Washington Gas’ rate base, subject
  to Commission approval).
- $30.32 million to promote economic development, job creation and
  the expansion of natural gas infrastructure to underserved parts
  of Maryland, with a majority of this funding dedicated to the
  Washington Gas’ service territory.
New Renewable Energy Resources developed in Montgomery and Prince
George’s counties.
AltaGas' U.S. power business head office will be relocated to Prince
George’s County.
$4 million to further enhance safety.
Washington Gas will be required to strengthen its already robust
efforts to increase supplier diversity through a variety of new
strategies.

The companies have also made commitments to support all Washington Gas’
service territories in Maryland, Virginia and the District of Columbia,
including:

$12 million in charitable contributions and local community support in
the Washington, D.C., metropolitan area over the next 10 years, with
at least $475,000 in contributions annually to organizations serving
Maryland residents.
$1.5 million over five years to help pay gas bills for Washington Gas
low- and moderate-income customers, with at least $595,000 dedicated
solely to Maryland residents, administered through the Washington Area
Fuel Fund.
$2.4 million over five years to add an additional Pipeline Damage
Prevention Trainer/Educator in each jurisdiction.
$350,000 in incremental funding for pipeline damage prevention
awareness and education across all three Washington Gas jurisdictions.
$450,000 for a renewable bio natural gas study.

The Commission is giving the companies until April 16, 2018, to indicate
whether they will accept the new conditions that it is imposing as part
of its approval.

McCallister said Wednesday that while WGL and AltaGas leadership begin
the detailed review of the 100-page order to fully understand all of the
Commission’s requirements, customers will ultimately benefit from the
combination of the companies. In addition, he said customers will
continue to enjoy the high quality service they have come to expect from
the 170-year-old company that has called the District of Columbia home
since its founding.

“Our customers will experience a seamless transition and continue to
receive safe, reliable, service provided by the same complement of
dedicated Washington Gas employees just as they always have,”
McCallister said. “We will keep all of our current facilities including
our walk-in offices.”

With the favorable decision in Maryland on Wednesday, the companies now
have one remaining regulatory review to complete in the District of
Columbia. AltaGas and WGL are continuing to work with the District of
Columbia Public Service Commission (DC PSC) and other parties involved
in the regulatory proceedings to achieve a favorable decision that
benefits all customers, protects existing jobs and adds new ones, and
supports clean energy solutions for the future. A final decision from
the DC PSC is expected in mid-2018.

As of April 4, 2018, the combination has received the following
approvals:

Shareholders

Approval from WGL Holdings, Inc. shareholders on May 10, 2017

Federal

Approval from the Federal Energy Regulatory Commission (FERC), an
independent agency that regulates the interstate transmission of
natural gas, electricity and oil, on July 6, 2017
Expiration of the waiting period as of July 17, 2017, pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), when
the merger was deemed approved by the Federal Trade Commission and the
Department of Justice
Approval from the Committee on Foreign Investment in the United States
(CFIUS) on July 28, 2017

State

Approval from the Virginia State Corporation Commission on October 20,
2017
Approval from the Maryland Public Service Commission on April 4, 2018

About WGL

WGL (NYSE: WGL), headquartered in Washington, D.C., is a leading source
for clean, efficient and diverse energy solutions. With activities and
assets across the U.S., WGL consists of Washington Gas, WGL Energy, WGL
Midstream and Hampshire Gas. WGL provides natural gas, electricity,
green power and energy services, including generation, storage,
transportation, distribution, supply and efficiency. Our calling as a
company is to make energy surprisingly easy for our employees, our
community and all our customers. Whether you are a homeowner or renter,
small business or multinational corporation, state and local or federal
agency, WGL is here to provide Energy Answers. Ask Us. For more
information, visit us at www.wgl.com.

Contacts

WGL Holdings, Inc.
News Media:
Brian Edwards,
202-624-6620
or
Financial Community:
Douglas
Bonawitz, 202-624-6129