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Just Energy Announces Management Slate of Directors to be Appointed in Connection with the Recapitalization Transaction, and the Retirement of Rebecca MacDonald

Marcie Zlotnik, Steven Murray, Anthony Horton Among Company's Proposed Board Candidates

July 16, 2020

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Copyright 2010-20
Reporting by Paul Ring •

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Just Energy Group Inc. ('Just Energy' or the 'Company') today announced, "a slate of seven director candidates, of which five are new directors, who will be appointed to the board of directors (the 'Board') upon completion of the previously announced recapitalization transaction."

A special and annual meeting of Just Energy’s securityholders (the 'Special and Annual Meeting') is expected to be held to consider the recapitalization transaction on August 25, 2020.

As previously reported (see story here), Just Energy announced on July 8, 2020 a recapitalization transaction under the Canada Business Corporations Act ('CBCA') that the Company said, "will significantly improve the Company’s financial flexibility and liquidity."

The Company has applied for an interim order from the Ontario Superior Court of Justice for the recapitalization transaction, which will be effected through a plan of arrangement under the CBCA. The interim order hearing is scheduled for the morning of July 17, 2020.

The seven Board candidates from the Company, which include five new candidates and two incumbents, are:

• James Bell (new)

• Anthony Horton (new)

• Steven Murray (new)

• Stephen Schaefer (new)

• Marcie Zlotnik (new)

• R. Scott Gahn (incumbent)

• Dallas Ross (incumbent)

"Five of the seven candidates are independent of the Company. The exceptions are Mr. Gahn, the president and chief executive officer of Just Energy, and Mr. Horton, who has acted as a consultant to the Company since November 2019," Just Energy said

"In conjunction with the planned reconstitution of the Board, the Company announced that Rebecca MacDonald, the Company’s founder, will be retiring and stepping down from the Board, effective today. At the same time, her employment contract as Executive Chair will be terminated by mutual agreement," Just Energy said

William Weld, Just Energy’s Lead Director, will assume the role of Chair on an interim basis until the Special and Annual Meeting.

As first reported by, Rob Snyder, as Trustee for The Robert L. Snyder Trust - 2005 Stream, had, in a letter sent on or about March 17, requested that Just Energy Group Inc. call a special meeting of the shareholders to consider modifying the size of the company's Board of Directors, to remove certain current board members, and to consider various individuals to fill vacancies created by such proposed action. In such March letter, Snyder had proposed a separate slate of directors as detailed in our prior story here

Biographies for the slate of seven director candidates newly proposed by Just Energy are as follows:

Marcie Zlotnik

Ms. Zlotnik was the co-founder and Chairman of the Board of StarTex Power, until its sale to Constellation Energy in 2011, and earlier she was co-founder, President, Principal Accounting Officer and a member of the Board of Gexa Energy. Ms. Zlotnik also served on the Board of Crius Energy, one of the largest independent energy retailers in the United States. She was an elected member of the Texas ERCOT Board, served as a Board Member of TEXALTEL, the association of Texas telecommunication providers, and was a co-founder and Board Member of Texas Energy Association of Marketers (TEAM). Ms. Zlotnik is the 2018 recipient of the GCPA Pat Wood Power Star, in recognition of her significant contributions towards the advancement of competitive energy markets in Texas, the inaugural recipient of the GCPA empowerment Award and was inducted into the University of Texas at Austin McCombs School of Business Hall of Fame in 2015.

Steven Murray

Mr. Murray was the President and CEO of Primus Green Energy. Mr. Murray was previously President of Avangard Innovative and Executive Director of Conway MacKenzie. He was also the Chief Operating Officer of Direct Energy and President of Direct Energy Residential, where he led the successful turnaround of the largest deregulated energy company in North America.

Anthony Horton

Mr. Horton is currently Chairman of the Board of NanoLumens, Presiding Chairman of the Board of Exco Resources, and a member of the Board of directors of Sheridan Productions and Mission Coal. Mr. Horton is a member of the Restructuring Working Committee of the Board of First Energy [sic]. Mr. Horton was Executive Vice President and Chief Financial Officer at Energy Future Holdings and was Senior Director of Corporate and Public Policy at TXU Energy.

James Bell

Mr. Bell is currently President, Chief Executive Officer and a Director of Founders Advantage Capital Corp. (a TSX Venture Exchange listed investment company) and serves as a Director of Paramount Resources Ltd. (a TSX listed energy company). Prior thereto, Mr. Bell was General Counsel for Olympia Financial Group Inc. (a TSX listed financial services company) and its wholly-owned subsidiary Olympia Trust Company (a non-deposit taking trust company), and had practiced securities and corporate commercial law as a partner at an international law firm until December 31, 2009. Mr. Bell has acted as legal counsel in connection with various commercial transactions as well as general securities and corporate finance matters. He serves on Paramount’s audit committee and is Chairman of Paramount’s compensation committee.

R. Scott Gahn

Mr. Gahn, was appointed as the president and chief executive officer of the Company on August 2, 2019 and was formerly Executive Vice President and Chief Operating Officer of Just Energy until June 2011. Mr. Gahn was appointed to the Board on December 17, 2013. Mr. Gahn is also currently Chairman of Modern System Concepts, Inc., a Houston-based life-safety and security firm. Gahn served on the Texas ERCOT Board from 2005 to 2008 and has been involved in the sale of deregulated and regulated electricity and natural gas for 28 years. He was one of the founding shareholders and Chief Executive Officer of Just Energy Texas L. P. which was purchased by the Company in 2007, and in that capacity was responsible for North American Wholesale energy supply operations and business developments.

Dallas Ross

Mr. Ross is a General Partner and Founder of Kinetic Capital Partners in Vancouver, BC, whose equity capital and strategic attention is focused on controlling positions in several private companies in the United States with substantial value creation underway. Mr. Ross is Chair or Senior Director of those private companies. Mr. Ross currently also serves on public company boards: he is Chair of Rogers Sugar; Director of Westshore Terminals; and a Director of Canfor Corporation. Previously he was a Director of Catalyst Paper and was brought in to assist with its financial restructuring as Chair of its Strategic Alternatives Committee; and previously was a Director of Mr. Ross was on the Board, and was the Chair of the Campus Task Force and was on the Executive Committee of Crofton House School during its substantial campus rebuild. Prior to Kinetic Capital Partners, Mr. Ross was Managing Director Investment Banking in Vancouver and Managing Director Mergers and Acquisitions in Toronto with ScotiaMcLeod.

Stephen Schaefer

Mr. Schaefer has over three decades of experience as an executive, private equity partner and Board member in the financial services and energy industries. Mr. Schaefer currently serves as a member of the Board of Directors of Element Markets, LLC, HB2 Energy Inc., GenOn Holdings, Inc., and TexGen Power, LLC, where he is Chair of the Board. Mr. Schaefer retired as a Partner from Riverstone Holdings in August 2015. While at Riverstone, he served on two of its investment committees and was primarily responsible for conventional power and renewable energy investments. Prior to joining Riverstone, Mr. Schaefer was a Managing Director with Huron Consulting Group, where he founded and headed its Energy Practice with a focus on restructuring. From 1998 to 2003, Mr. Schaefer was Managing Director and Vice President with Duke Energy North America.

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