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Notices
Forward-Looking Statements. This document contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or phrases such
as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “predict,” and “target” and other words and terms of
similar meaning. Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and uncertainties. NEE and
HEI caution readers that any forward-looking statement is not a guarantee of
future performance and that actual results could differ materially from those
contained in any forward-looking statement. Such forward-looking statements
include, but are not limited to, statements about the anticipated benefits of
the proposed merger involving NEE and HEI, including future financial or
operating results of NEE or HEI, NEE’s or HEI’s plans, objectives, expectations
or intentions, the expected timing of completion of the transaction, the
value, as of the completion of the merger or spin-off of HEI’s bank
subsidiary or as of any other date in the future, of any consideration to be
received in the merger or the spin-off in the form of stock or any other
security, potential benefit of tax basis step up to HEI shareholders, and
other statements that are not historical facts. Important factors that could
cause actual results to differ materially from those indicated by any such
forward-looking statements include risks and uncertainties relating to: the
risk that HEI may be unable to obtain shareholder approval for the merger or
that NEE or HEI may be unable to obtain governmental and regulatory approvals
required for the merger or the spin-off, or required governmental and
regulatory approvals may delay the merger or the spin-off or result in the
imposition of conditions that could cause the parties to abandon the
transaction; the risk that a condition to closing of the merger or the
completion of the spin-off may not be satisfied; the timing to consummate the
proposed merger and the expected timing of the completion of the spin-off;
the risk that the businesses will not be integrated successfully; the risk
that the cost savings and any other synergies from the transaction, including
the value of a potential tax basis step up to HEI shareholders, may not be
fully realized or may take longer to realize than expected; disruption from
the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; the diversion of management time and
attention on merger and spin-off-related issues; general worldwide economic
conditions and related uncertainties; the effect and timing of changes in laws
or in governmental regulations (including environmental); fluctuations in
trading prices of securities and in the financial results of NEE, HEI or any
of their subsidiaries; the timing and extent of changes in interest rates,
commodity prices and demand and market prices for electricity; and other
factors discussed or referred to in the “Risk Factors” section of HEI’s or
NEE’s most recent Annual Reports on Form 10-K filed with the Securities and
Exchange Commission. These risks, as well as other risks associated with the
merger, are more fully discussed in the preliminary proxy
statement/prospectus that is included in the Registration Statement on Form
S-4 that has been filed with the SEC in connection with the merger.
Additional risks and uncertainties are identified and discussed in NEE’s and
HEI’s reports filed with the SEC and available at the SEC’s website at
www.sec.gov. Each forward-looking statement speaks only as of the date of the
particular statement and neither NEE nor HEI undertakes any obligation to
update or revise its forward-looking statements, whether as a result of new
information, future events or otherwise. Additional Information And Where To
Find It. This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote
or approval nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The proposed business combination transaction between NEE and
HEI will be submitted to the shareholders of HEI for their consideration. In
connection with the proposed transaction between NEE and HEI, on January 8,
2015, NEE filed with the SEC a registration statement on Form S-4 that
includes a preliminary proxy statement of HEI that also constitutes a
prospectus of NEE. HEI will provide the proxy statement/prospectus to its
shareholders. These materials are not yet final and will be amended. NEE and
HEI also plan to file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for any prospectus, proxy
statement or any other document which NEE or HEI may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
HEI ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of charge, at
the SEC’s website (www.sec.gov). You may also obtain these documents, free of
charge, from NEE’s website (www.investor.nexteraenergy.com) under the heading
“Investor Relations” and then under the heading “SEC Filings.” You may also
obtain these documents, free of charge, from HEI’s website (www.hei.com)
under the tab “Investor Relations” and then under the heading “SEC Filings.”
Additional information about the proposed transaction is available at a joint
website launched by the companies at www.forhawaiisfuture.com. Participants
In The Merger Solicitation. NEE, HEI, and certain of their respective
directors, executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies from HEI
shareholders in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of HEI shareholders in connection with the
proposed transaction is set forth in the preliminary proxy
statement/prospectus that has been filed with the SEC. You can find
information about NEE’s executive officers and directors in its definitive
proxy statement filed with the SEC on April 4, 2014. You can find information
about HEI’s executive officers and directors in its definitive proxy
statement filed with the SEC on March 25, 2014 and in its Annual Report on
Form 10-K filed with the SEC on February 21, 2014. Additional information
about NEE’s executive officers and directors and HEI’s executive officers and
directors can be found in the above-referenced Registration Statement on Form
S-4. You can obtain free copies of these documents from NEE and HEI as
described above. 9
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