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http://files.ctctcdn.com/864e079b201/d3f0e787-2ef0-4b33-be5a-7abdaeb5851f.jpgFORWARD
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, 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, 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 (the
"SEC"). These risks, as well as other risks associated with the
merger, are more fully discussed in the definitive proxy statement/prospectus
that is included in the Registration Statement on Form S-4 that NEE has 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 In connection with the proposed transaction between NEE and HEI, NEE
filed with the SEC a registration statement on Form S-4 that includes a
definitive proxy statement of HEI and that also constitutes a prospectus of
NEE. The registration statement was declared effective by the SEC on March
26, 2015. HEI first mailed the definitive proxy statement/prospectus to its
shareholders on March 30, 2015. NEE and HEI may also file other documents
with the SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF HEI ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY 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.
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