EQT Highlights its Purpose-Built Board; EQT’s Nominees Have the Right Mix of Skills and Experience to Oversee the Company’s Continued Success

Letter to Shareholders Details Conflicts of the Toby Rice Group
Nominees, and Underscores that They Lack the Independence, Experience
and Qualifications to Advance EQT’s Progress

Shareholders Encouraged to Vote TODAY “FOR” All 12 of EQT’s Highly
Experienced Nominees on the GOLD Universal Proxy Card

PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (NYSE:EQT) today mailed a letter to shareholders
highlighting the complementary skills and experience of the Company’s 12
highly qualified director nominees.

The EQT Board of Directors has taken a thoughtful and deliberate
approach to assembling a purpose-built Board of Directors. Four new
independent directors were appointed in connection with the midstream
spin-off in the fourth quarter of 2018, and the Board’s Corporate
Governance and 2019 Annual Meeting Committees nominated three new
independent director candidates to stand for election at the upcoming
Annual Meeting. Through this ongoing refreshment process, EQT is
optimizing its Board to oversee continued improvement in EQT’s
operational efficiency, cost structure, free cash flow growth and
corporate governance practices.

If elected, the EQT Board will be one of, if not the most, experienced
and diverse boards in the E&P industry:

• 9 of 12 directors will have direct oil and gas industry upstream
  experience
• Approximately 42% will be women
• 9 of 12 will have been elected since 2017, with an average director
  tenure of just 2.3 years
• 9 of 12 will have CEO or CFO experience, 6 at energy companies
• 10 of 12 directors will be independent (non-independent directors are
  Rob McNally, EQT’s CEO, and Daniel Rice, former CEO of Rice Energy)

The letter also highlights issues with the Toby Rice Group’s nominees,
whom we believe lack the independence, skills and experience to oversee
EQT, and have clear conflicts and personal connections to the Rice
family in addition to a history of poor corporate governance.

The full text of the letter follows:

Dear Fellow EQT Shareholder:

The new EQT Board of Directors (the “Board”) and management team are
making rapid progress executing the carefully developed, bottom-up
strategic plan announced in January 2019. As demonstrated by the
Company’s strong fourth quarter 2018 and first quarter 2019 results, we
have already achieved meaningful operating efficiencies and cost
reductions, accelerating our free cash flow growth. With a compelling
asset base in the core of the Appalachian Basin, a simplified corporate
structure, a clear and transparent operating plan, and a refreshed team
committed to realizing EQT’s potential, EQT is poised to build on our
momentum and deliver substantial and sustainable free cash flow growth
and tremendous value creation.

Unfortunately, a group led by Toby Z. Rice and Derek A. Rice (the “Toby
Rice Group”) is seeking to derail our progress by taking control of your
company and installing a group of family members and friends as
directors. The Toby Rice Group wants to replace EQT’s recently refreshed
and independent Board with less qualified individuals who will support
the Rice family’s interests ahead of yours.

We believe the choice is clear:

✔		Support the independent EQT team, which includes highly experienced, independent nominees with the right mix of skills and experience to oversee the strategy that is delivering positive results; or
✖		Give up control of EQT to the Toby Rice Group, which is deeply conflicted and promising unrealistic free cash flow growth despite NEVER having generated positive annual free cash flow at Rice Energy.

Your vote is very important. Protect the value of your investment by
voting today “FOR” all 12 of EQT’s director nominees on the GOLD
universal proxy card.

EQT HAS A PURPOSE-BUILT BOARD COMPRISING DIRECTORS WITH
THE
RIGHT MIX OF EXPERIENCE AND SKILLS TO OVERSEE EQT’S ONGOING SUCCESS

The Corporate Governance and 2019 Annual Meeting Committees of the Board
carefully evaluated and selected our director nominees based on their
collective experience, backgrounds and skillsets. Each candidate has
been selected with the specific purpose of ensuring we have the ideal
group of directors with the optimal mix of collective skills and
experience to help EQT drive continued free cash flow growth and value
for shareholders.

All 12 of your Board’s nominees are committed to acting in your best
interests. They have broad and diverse experience and expertise in areas
critical to EQT’s business and will help ensure EQT continues to enhance
its operational efficiency, cost structure and corporate governance.
They have no personal agendas or family and friend relationships that
would make you question their judgments. (Please refer to Chart 1.)

If EQT’s director nominees are elected, the Board will be one of the
most, if not the most, experienced and diverse boards in the E&P
industry:

✔ 9 of 12 directors will have direct oil and gas industry upstream
experience

✔ ~42% will be women

✔ 9 of 12 will have been elected since 2017, with an average director
tenure of just 2.3 years

✔ 9 of 12 will have CEO or CFO experience, 6 at energy companies

✔ 10 of 12 directors will be independent (non-independent directors are
Rob McNally, EQT’s CEO, and Daniel Rice, former CEO of Rice Energy)

THE TOBY RICE GROUP NOMINEES ARE NOT QUALIFIED TO OVERSEE EQT’S
STRATEGY AND WOULD DIMINISH THE QUALITY OF THE BOARD

EQT’s nominee slate is purpose-built to ensure that the most valuable
skillsets, experiences and backgrounds are represented in the boardroom
to advance the interests of the Company’s shareholders.

We do not believe that the skillset of the Toby Rice Group nominees is
comparable to the depth, breadth and experience of the director
candidates nominated by EQT.

Further, the fact that two of the Toby Rice Group’s nominees dropped out
following the announcement of EQT’s slate of nominees demonstrates, in
our view, that the Toby Rice Group’s slate of nominees was developed
through a rushed and deeply flawed selection process. (Please refer
to Chart 2.)

MANY RICE NOMINEES ARE CONFLICTED AND ALL ARE COMMITTED
TO
THE TOBY RICE GROUP’S SELF-SERVING AGENDA TO CONTROL EQT

In contrast to EQT’s purpose-built Board, many of the nominees on the
Toby Rice Group slate have clear conflicts and personal connections to
the Rice family and a history of poor corporate governance:

• Four of the Toby Rice Group nominees – Kathryn Jackson, John
  McCartney, Daniel Rice and Toby Rice – were previously chosen by the
  Rice family to serve on the Rice Energy board of directors. Rice
  Energy adopted – and maintained in the face of investor criticism – a
  number of shareholder-unfriendly governance practices and provisions,
  including, among other things, having a board of directors that
  included multiple Rice family members and was only approximately 60%
  independent, as well as a classified board structure.
• The Rice family and many of the Toby Rice Group’s nominees have
  significant investments in the E&P industry that are opaque,
  undisclosed and may result in related party transactions or other
  potential conflicts with EQT’s interests. Toby Rice has already
  demonstrated an inappropriate willingness to call EQT personnel to try
  to promote his business.
• Toby Rice is inherently conflicted through operating Rice Investment
  Group. We believe that having a CEO with a murky portfolio of active
  multi-million-dollar investments in the same industry presents the
  potential for numerous conflicts and is not in the best interests of
  shareholders.

As your Board evaluated the nominees put forth by the Toby Rice Group,
it became clear that they are not only significantly less qualified and
less experienced when compared to the nominees on EQT’s slate, but many
also have a history of loyalty and ties to the Rice family. Given this
lack of independence, and Toby Rice’s apparent indifference to
independence in choosing them, we are concerned that, if elected, the
Toby Rice Group nominees would indiscriminately support Toby Rice’s plan
for EQT, which is predicated on appointing Toby as CEO (a position that
he was never allowed to hold when Rice Energy was a public company) and
implementing a disruptive restructuring of management – potentially
derailing the Company’s successful turnaround. We believe the Toby Rice
Group’s intent to terminate up to 15 EQT department heads, who are
currently hard at work successfully delivering industry-leading results,
would be irresponsible and value destructive.

To that end, we believe the Toby Rice Group’s conflicted, nepotistic
slate would degrade EQT’s Board and governance and impair the Company’s
prospects for continued value creation.

Underscoring these concerns, in a recent letter to EQT shareholders, the
Toby Rice Group nominees demonstrated a startling lack of insight into
EQT’s operations and the significant transformation that has already
taken place at EQT. The views expressed by the nominees clearly
demonstrated that they are not familiar with EQT’s current business and
have not spent any time learning about the new EQT management team or
the department heads Toby Rice plans to terminate.

Despite their apparent failure to conduct an appropriate level of due
diligence before agreeing to be nominated to stand for election to the
board of a multi-billion-dollar company, the Toby Rice Group nominees
unreservedly expressed in that letter their support for the Toby Rice
Group agenda – install Toby Rice as CEO and decimate the senior
management group – changes that we believe could derail the successful
path that EQT is on.

Shareholders deserve better. They deserve a Board that is well-informed,
thoughtful and independent-minded.

EQT values a full range of perspectives in the boardroom, including
strong shareholder voices, and recognizes the benefit of having a former
Rice Energy executive with experience as a public company CEO on the
Board. Those are among the reasons EQT re-nominated Daniel Rice, the
former CEO of Rice Energy, who together with the Rice family owns 3.1%
of EQT shares, for election on EQT’s director slate, despite his also
serving on the Toby Rice Group slate. However, we strongly believe
adding Toby Rice, a second, less qualified member of the Rice family who
does not bring a sufficiently differentiated skillset or shareholder
voice from Daniel Rice, or any of the Toby Rice Group’s nominees, would
reduce board independence and create a dangerous voting clique.

We believe shareholders will be best served by electing directors who
will act on an informed basis and in the best interests of ALL EQT
shareholders, instead of being beholden to one man and one idea.

VOTE “FOR” AN INDEPENDENT BOARD,
NOT THE
FAMILY-AND-FRIENDS CLUB NOMINATED BY THE TOBY RICE GROUP

EQT is not a family business. It is the largest natural gas producing
company in the United States. EQT’s directors must be able to
objectively evaluate and advise on the actions the Board takes on behalf
of all shareholders.

We do not believe it is in shareholders’ interests for EQT to be
overseen by directors who are beholden to Toby Rice and his family.
Turning EQT’s Board into a family-and-friends club would not be
appropriate or consistent with best-in-class governance practices.

The Toby Rice Group has made it clear that their campaign is premised on
taking control of EQT. It is not in shareholders’ best interests to cede
control of their company to a minority shareholder who has not submitted
a proposal to acquire the Company and has no intention of paying a
control premium.

VOTE “FOR” ALL 12 EQT NOMINEES ON THE GOLD
UNIVERSAL PROXY CARD TODAY

A vote “FOR” EQT’s director nominees on the GOLD
universal proxy card is a vote FOR a Board:

• Comprising highly experienced nominees with the right mix of skills
  and experience to oversee the management team’s continued execution of
  the Company’s strategic plan.
• Committed to building on the Company’s significant progress to realize
  EQT’s value creation potential for the benefit of ALL EQT shareholders.
• Composed of independent director nominees beholden only to EQT
  shareholders.

Support the EQT team that is driving substantial and sustainable free
cash flow and shareholder value.

We thank you for your continued support.

Sincerely,

The Independent Members of the EQT Board of Directors

The EQT Board recommends that shareholders support EQT by voting on the GOLD
universal proxy card “FOR” all 12 of EQT’s highly qualified
director nominees. Shareholders should simply discard and NOT vote using
any white proxy cards they may receive from the Toby Rice Group.

If you have any questions, or need assistance in voting

your shares on the GOLD universal proxy card,

please call EQT’s proxy solicitor:

INNISFREE M&A INCORPORATED

TOLL-FREE at 1-877-687-1866 (from the U.S. or Canada)

Or at (412) 232-3651 (From Other Locations)

Please discard and do NOT vote using any white proxy cards you may

receive from the Toby Rice Group

Cautionary Statements

This communication contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
Statements that do not relate strictly to historical or current facts
are forward-looking. Without limiting the generality of the foregoing,
forward-looking statements contained in this communication specifically
include the expectations of plans, strategies, objectives and growth and
anticipated financial and operational performance of the Company and its
subsidiaries, including guidance regarding projected adjusted free cash
flow. These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from projected
results. Accordingly, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Company has based these forward-looking statements on current
expectations and assumptions about future events, taking into account
all information currently available to the Company. While the Company
considers these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks and uncertainties, many of which are
difficult to predict and beyond the Company’s control. The risks and
uncertainties that may affect the operations, performance and results of
the Company’s business and forward-looking statements include, but are
not limited to, those set forth under Item 1A, “Risk Factors,” of the
Company’s Form 10-K for the year ended December 31, 2018, as filed with
the SEC and as updated by subsequent Form 10-Qs filed by the Company,
and those set forth in the other documents the Company files from time
to time with the SEC.

Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company does not intend to correct or update
any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.

Important Information

EQT Corporation (the “Company”) filed a definitive proxy statement and
associated GOLD universal proxy card with the Securities and Exchange
Commission (the “SEC”) on May 22, 2019 in connection with the
solicitation of proxies for the Company’s 2019 Annual Meeting of
Shareholders (the “2019 Annual Meeting”). Details concerning the
nominees for election to the Company’s Board of Directors at the 2019
Annual Meeting are included in the definitive proxy statement. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a
copy of the relevant documents filed by the Company with the SEC,
including the definitive proxy statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Investors and shareholders can also obtain, without charge, a copy of
the definitive proxy statement, when available, and other relevant filed
documents by directing a request to Blake McLean, Senior Vice
President, Investor Relations and Strategy of EQT Corporation, at [email protected],
by calling the Company’s proxy solicitor, Innisfree M&A Incorporated,
toll-free, at 877-687-1866, or from the Company’s website at https://ir.eqt.com/sec-filings.

Contacts

Analyst inquiries:
Blake McLean – Senior Vice President,
Investor Relations and Strategy
412.395.3561
[email protected]

Media inquiries:
Michael Laffin – Vice President,
Communications
412.395.2069
[email protected]