Potential Energy Inc.

“Procedure for Preparation and Review of Form 990. Preparation of Form 990. The Organizations Managing Director is responsible for the timely preparation of the Form 990. The Organizations Managing Director may confer with accountants and legal counsel of the Organization with respect to drafts of the Form 990. Review of Form 990 Before Filing. Copies of the completed draft Form 990 (including required schedules) will be distributed to all board members in either electronic or paper form for review and approval. Any questions or concerns will be noted and addressed, and management staff will ensure that changes are incorporated into the Form 990 as appropriate. Distribution of Form 990 to All Members of Governing Body. After all input has been appropriately addressed, the final version of the Form 990 (with required schedules) will be distributed to every voting member of the Organizations board of directors prior to filing with the IRS. The final form may be distributed either in paper or electronic form in any manner deemed appropriate by the Organizations Managing Director. Filing of Form 990. After the final version of the Form 990 has been distributed pursuant to paragraph III above, management staff will cause the final Form 990 to be filed as required.”

“Disclosure. The primary obligation of any person subject to this Policy who may be involved in a conflict of interest situation is to bring it to the attention of those designated under the disclosure procedures in Article III so that the potential conflict can be evaluated and addressed. An Interested Person should not make the decision about whether a conflict of interest exists unilaterally. Duty to Self-Disclose.(a)An Interested Person shall make an appropriate disclosure of all material facts, including the existence of any financial interest, at any time that any actual or potential conflict of interest [or ethical question] arises. This disclosure obligation includes instances in which an Interested Person who is a director knows of the potential for a self dealing transaction as described in Section 4, or a transaction involving common directorship as described in Section 7, related to his or her interests. It also includes instances in which the Interested Person plans not to attend a meeting of the Board or a Board committee with governing board-delegated powers (a Committee) at which he or she has reason to believe that the Board or Committee will act regarding a matter about which he or she may have a conflict. Depending on the circumstances, this disclosure made to the Chair of the Board, or, if the potential conflict of interest first arises in the context of a Board or Committee meeting, the entire Board or the members of the Committee considering the proposed transaction or arrangement that relates to the actual or possible conflict of interest [or ethical question].7(b)In addition, Interested Persons shall, in accordance with Article VI, make an annual disclosure of on-going relationships and interests that may present a conflict of interest. Section 2. Disclosure of Conflicts of Others. If an Interested Person becomes aware of any potential self dealing or common directorship transaction or other conflict of interest involving another Interested Person, he or she should report it in accordance with the requirements of this Article III.”

“The board of directors reviews and determines the compensation of the managing director on an annual basis.”

“The board of directors reviews and determines the compensation of other officers on an annual basis.”

“Potential Energy, Inc. makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The Managing Director's salary as shown on the 2024 tax return includes back pay. Compensation relating to 2024 is $110,988.68.”