SECOND QUARTER 2016
BUSINESS UPDATE AND
EARNINGS REVIEW
August 5, 2016
Presented by:
Terry Bassham
Chairman, President and CEO
Kevin Bryant
SVP Finance & Strategy and CFO
OUR
FUTURE
FOCUS
Filed by Great Plains Energy Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Westar Energy, Inc.
Commission File No. 1-3523
SECOND QUARTER 2016 EARNINGS PRESENTATION
FORWARD-LOOKING STATEMENTS
2
Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when
made. Forward-looking statements include, but are not limited to, statements relating to Great Plains Energy’s proposed acquisition of Westar Energy, Inc. (Westar), the
outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ
materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their
effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains
Energy and KCP&L; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or
proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility
industry; decisions of regulators regarding rates the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices
governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited
to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension
plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of
counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans;
weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the
inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation
goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation,
transmission, distribution or other projects; Great Plains Energy's ability to successfully manage transmission joint venture or to integrate the transmission joint ventures of
Westar; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial
risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy to obtain the regulatory and
shareholder approvals necessary to complete the anticipated acquisition of Westar; the risk that a condition to the closing of the anticipated acquisition of Westar or the
committed debt or equity financing may not be satisfied or that the anticipated acquisition may fail to close; the failure to obtain, or to obtain on favorable terms, any equity,
debt or equity-linked financing necessary to complete or permanently finance the anticipated acquisition of Westar and the costs of such financing; the outcome of any legal
proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated acquisition of Westar; the costs incurred to consummate the
anticipated acquisition of Westar; the possibility that the expected value creation from the anticipated acquisition of Westar will not be realized, or will not be realized within
the expected time period; the credit ratings of Great Plains Energy following the anticipated acquisition of Westar; disruption from the anticipated acquisition of Westar making
it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management t ime and attention on the proposed transactions;
and other risks and uncertainties.
SECOND QUARTER 2016 EARNINGS PRESENTATION
AGENDA
TOPICS FOR TODAY’S DISCUSSION
EARNINGS REVIEW
• Second quarter 2016 results
• 2016 earnings drivers
BUSINESS UPDATE
• Second quarter 2016 earnings
highlights
• Westar acquisition update
• Regulatory priorities
• Update of strategic plan
3
BUSINESS UPDATE
Terry Bassham
Chairman, President and CEO
SECOND QUARTER 2016 EARNINGS PRESENTATION 4
As a leading provider of electricity in the Midwest, we focus on closely managing our
existing business, promoting economic growth and improving our customer experience
SECOND QUARTER 2016 EARNINGS PRESENTATION
OUR FUTURE FOCUS
RESULTS
• Second quarter 2016 EPS of $0.20 compared to $0.28 in prior year
• June 30, 2016, year to date EPS of $0.37 compared to $0.40 for the same period in
2015
• Adjusted EPS (non-GAAP)1 for the second quarter and year to date 2016 were $0.55
and $0.72, respectively
• On track to achieve 2016 adjusted EPS (non-GAAP) guidance range of $1.65 to $1.80
COMMITMENT
• On track to close Westar acquisition in the spring of 2017
• Proactively addressing regulatory lag through expedited rate case filings in our Missouri
jurisdictions
• Environmental sustainability progress
− Lake Road 4/6 unit converted to natural gas from coal
− Ceased burning coal at Montrose unit 1
− GMO completed construction of 3 megawatt solar power facility
INNOVATION
• Company sponsored energy-savings programs help customers conserve energy usage
5
1. A reconciliation of adjusted EPS (non-GAAP) to GAAP EPS can be found in the appendix.
SECOND QUARTER 2016 EARNINGS PRESENTATION
• Strong geographic fit facilitates significant operating and cost efficiencies
• Enhanced operating platform to drive long-term value
– Efficiencies expected to create headroom for more investment driving increased
long-term value
• Positioned to accelerate EPS growth with more predictability, while keeping
customer rates low
• Positioned to deliver top-quartile total shareholder returns
• Expected to maintain strong investment grade ratings with solid free cash flow
profile to facilitate investment and debt repayment without incremental equity
following the closing of the transaction
WESTAR ACQUISITION ENHANCES GROWTH PROSPECTS AND
IS EXPECTED TO PROVIDE GREATER EARNINGS STABILITY
On track to close transaction in spring of 2017
6
We are firmly committed to reducing regulatory lag
SECOND QUARTER 2016 EARNINGS PRESENTATION
OUR REGULATORY PRIORITIES
• Approval of Westar acquisition
• KCP&L Missouri filed $62.9 million1 general rate case on July
1, 2016, to recover investments and to address cost of
service lag
• Expedited GMO rate case schedule calls for new retail rates
effective December 2016
• File abbreviated rate case for KCP&L Kansas by November
2016
• Committed to work toward comprehensive regulatory reform
and expect to file legislation next year
7
MANAGING LEGISLATIVE AND REGULATORY ENVIRONMENT
1. Does not include net fuel and purchased power of $27.2 million that absent the case would flow through a fuel recovery mechanism. Total requested increase in base rates
including net fuel and purchased power is $90.1 million or 10.77%
Continue to promote the economic strength of the region,
improve the customer experience and grow earnings
SECOND QUARTER 2016 EARNINGS PRESENTATION
OUR STRATEGIC PRIORITIES
EXECUTING OUR PLAN FOR CONTINUED GROWTH
BEST-IN-CLASS
OPERATIONS
CUSTOMER
ENGAGEMENT
• Disciplined execution to
deliver reliable and low
cost power
• Focused on earning our
allowed return by actively
managing regulatory lag
• Proactive economic
development
• Transition toward
sustainable energy portfolio
• Responsive to changing
customer expectations
− Technology investments
that facilitate more
informed customer
interaction
− Expand comprehensive
suite of energy-related
products and services
TARGETED
INVESTMENTS
• Balanced strategic growth
initiatives through national
transmission opportunities
and flexibility for
opportunistic growth
8
Solid execution of our strategic plan and financial results combined with
long-term targets equal an attractive platform for investors
SECOND QUARTER 2016 EARNINGS PRESENTATION
OUR VALUE PROPOSITION
BASE PLAN INCREMENTAL OPPPORTUNITIES FROM
WESTAR TRANSACTION
EPS
GROWTH
TARGET
• Annualized EPS growth of 4% to 5% through
20201
• Rate base growth of 2% to 3% through 20202
• Focus on minimizing regulatory lag
• Annualized EPS growth of 6% to 8% through
20201
• Rate base growth of 3% to 4% through 20202
• Focus on minimizing regulatory lag
DIVIDEND
GROWTH
TARGET
• Dividend growth of 5% to 7% through 2020
• Dividend payout ratio of 60% to 70% through
2020
• Dividend growth of 5% to 7% through 2020
• Dividend payout ratio of 60% to 70% through
2020
TOTAL
RETURN
• Balanced total shareholder return profile
• Potential for top-quartile total shareholder return
profile
9
1. Based on our 2016 adjusted EPS (non-GAAP) guidance range of $1.65 - $1.80
2. Includes the impact of bonus depreciation
STRONG GROWTH AND BALANCED RETURNS
EARNINGS REVIEW
Kevin Bryant
SVP Finance & Strategy and CFO
SECOND QUARTER 2016 EARNINGS PRESENTATION 10
ADJUSTED EPS (NON-GAAP)1
3 3
SECOND QUARTER 2016 EARNINGS PRESENTATION
SECOND QUARTER AND YEAR TO DATE RESULTS
EARNINGS – 2016 vs 2015
2Q YTD3
New retail rates $0.14 $0.26
Weather 0.11 0.04
Weather-normalized demand (0.03) (0.03)
New cost recovery mechanisms 0.05 0.11
MEEIA throughput disincentive 0.03 0.05
O&M - (0.02)
Depreciation & Amortization - (0.03)
Other (0.03) (0.06)
Total $0.27 $0.32
11
ADJUSTED EPS (NON-GAAP) 2016 COMPARED TO 20151,2
Affirming 2016 adjusted earnings per share (non-
GAAP) guidance range of $1.65 - $1.80
1. A reconciliation of adjusted EPS (non-GAAP) to GAAP EPS can be found in the appendix
2. Numbers may not add due to the effect of dilutive shares on EPS
3. As of June 30
SECOND QUARTER 2016 EARNINGS PRESENTATION
EARNINGS CONSIDERATIONS
FULL YEAR 2016
EARNINGS
GUIDANCE
• Reaffirming 2016 adjusted EPS (non-GAAP) guidance range of $1.65 -
$1.80
REVENUE
ASSUMPTIONS
• Normal weather for the remainder of 2016
• Weather-normalized demand growth
- 12-months ended June 30, 2016, weather-normalized demand down
0.4%, net of an estimated 0.7% impact from energy efficiency—in line with
full year projection of flat to 0.5%
• New retail rates and cost recovery mechanisms in KCP&L’s Missouri and
Kansas jurisdictions effective September 29, 2015 and October 1, 2015,
respectively
OTHER
DRIVERS
• Disciplined cost and capital management
• Effective tax rate of approximately 37% in 2016
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SECOND QUARTER 2016 EARNINGS PRESENTATION
• Expect to finance total equity purchase price of $8.6 billion for the Westar
acquisition with approximately 50% equity and 50% debt1
• Focused on optimizing execution and minimizing financing risk through
multiple risk management techniques
• Permanent financing expected to consist of approximately:
−$750 million of mandatory convertible preferred equity commitment
represented first step in de-risking financing plan
−$2.35 billion planned issuances of equity to include public offerings of
mandatory convertible preferred and common stock
−$4.4 billion of new Great Plains Energy debt
1. Anticipated financing plans are subject to charge based on market condition
13
ATTRACTIVE, EFFICIENT FINANCING OF WESTAR TRANSACTION
Committed to maintaining solid, investment grade profile
SECOND QUARTER 2016 EARNINGS PRESENTATION
SECOND QUARTER 2016 EARNINGS PRESENTATION 14
APPENDIX
SECOND QUARTER 2016 EARNINGS PRESENTATION 15
2016 2017
Q2 Q3 Q4 Q1 Q2
Acquisition Announcement
Regulatory Filings (U.S. DOJ/FTC, Kansas1, NRC, FERC)
Secure Appropriate State and Federal Regulatory Approvals
File Proxy Statement / Hold Special Shareholder Meetings
Public Equity (Common/Mandatory) Financings
Public Debt Financing
Receive Regulatory Approvals
Target Close
16 SECOND QUARTER 2016 EARNINGS PRESENTATION
ROADMAP TO CLOSE FOR WESTAR ACQUISITION
1. Kansas has 300 days following filing to rule on transaction.
REGULATORY APPROVAL STATUS
STAKEHOLDER FILED APPROVAL ANTICIPATED
Kansas √ 2Q 2017
FERC √ 4Q 2016
NRC √ 1Q 2017
U.S. DOJ/FTC TBD TBD
FCC TBD TBD
17 SECOND QUARTER 2016 EARNINGS PRESENTATION
WESTAR ACQUISITION
STATUS OF REQUIRED REGULATORY APPROVALS
SECOND QUARTER 2016 EARNINGS PRESENTATION 18
($ in millions, except per share amounts) THREE MONTHS ENDED JUNE 30 EARNINGS PER GREAT PLAINS ENERGY SHARE
2016 2015 2016 2015
GAAP Earnings
Electric Utility $ 88.3 $ 46.4 $ 0.57 $ 0.30
Other (56.3) (2.0) (0.37) (0.02)
Net income 32.0 44.4 0.20 0.28
Preferred dividends (0.4) (0.4) - -
Earnings available for common shareholders $ 31.6 $ 44.0 $ 0.20 $ 0.28
Reconciliation of GAAP to Non-GAAP
Earnings available for common shareholders $ 31.6 $ 44.0 $ 0.20 $ 0.28
Costs to achieve the anticipated acquisition of Westar:
Operating expenses (1) 5.0 -
Financing (2) 4.7 -
Mark-to-market impacts of interest rate swaps (3) 77.0 -
Income tax benefit (32.7) -
Adjusted Earnings (Non-GAAP) $ 85.6 $ 44.0 $ 0.55 $ 0.28
Adjusted Earnings (Non-GAAP)
Electric Utility $ 88.3 $ 46.4 $ 0.57 $ 0.30
Other (2.7) (2.4) (0.02) (0.02)
Adjusted Earnings (Non-GAAP) $ 85.6 $ 44.0 $ 0.55 $ 0.28
RECONCILIATION OF EARNINGS AND EARNINGS PER SHARE TO ADJUSTED
EARNINGS AND EARNINGS PER SHARE (NON-GAAP)
GREAT PLAINS ENERGY (UNAUDITED)
In addition to earnings available for common shareholders, Great Plains Energy's management uses adjusted earnings (non-GAAP) to evaluate earnings without the impact of costs to achieve the anticipated
acquisition of Westar. Adjusted earnings excludes certain costs, expenses, gains and losses resulting from the anticipated acquisition. This information is intended to enhance an investor's overall understanding
of results. Adjusted earnings is used internally to measure performance against budget and in reports for management and the Board of Directors. Adjusted earnings is a financial measure that is not calculated
in accordance with GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information provided elsewhere.
1. Reflects legal, advisory and consulting fees.
2. Reflects fees incurred to finance the anticipated acquisition of Westar, including fees for a bridge term loan facility.
3. Reflects the mark-to-market loss on interest rate swaps entered into in connection with financing the anticipated acquisition of Westar.
SECOND QUARTER 2016 EARNINGS PRESENTATION
RECONCILIATION OF EARNINGS AND EARNINGS PER SHARE TO ADJUSTED
EARNINGS AND EARNINGS PER SHARE (NON-GAAP)
GREAT PLAINS ENERGY (UNAUDITED)
19
($ in millions, except per share amounts) YEAR TO DATE JUNE 30 EARNINGS PER GREAT PLAINS ENERGY SHARE
2016 2015 2016 2015
GAAP Earnings
Electric Utility $ 117.3 $ 67.3 $ 0.76 $ 0.43
Other (58.9) (4.0) (0.39) (0.03)
Net income 58.4 63.3 0.37 0.40
Preferred dividends (0.8) (0.8) - -
Earnings available for common shareholders $ 57.6 $ 62.5 $ 0.37 $ 0.40
Reconciliation of GAAP to Non-GAAP
Earnings available for common shareholders $ 57.6 $ 62.5 $ 0.37 $ 0.40
Costs to achieve the anticipated acquisition of Westar:
Operating expenses (1) 5.0 -
Financing (2) 4.7 -
Mark-to-market impacts of interest rate swaps (3) 77.0 -
Income tax benefit (32.7) -
Adjusted Earnings (Non-GAAP) $ 111.6 $ 62.5 $ 0.72 $ 0.40
Adjusted Earnings (Non-GAAP)
Electric Utility $ 117.3 $ 67.3 $ 0.76 $ 0.43
Other (5.7) (4.8) (0.04) (0.03)
Adjusted Earnings (Non-GAAP) $ 111.6 $ 62.5 $ 0.72 $ 0.40
In addition to earnings available for common shareholders, Great Plains Energy's management uses adjusted earnings (non-GAAP) to evaluate earnings without the impact of costs to achieve the anticipated
acquisition of Westar. Adjusted earnings excludes certain costs, expenses, gains and losses resulting from the anticipated acquisition. This information is intended to enhance an investor's overall understanding
of results. Adjusted earnings is used internally to measure performance against budget and in reports for management and the Board of Directors. Adjusted earnings is a financial measure that is not calculated
in accordance with GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information provided elsewhere.
1. Reflects legal, advisory and consulting fees.
2. Reflects fees incurred to finance the anticipated acquisition of Westar, including fees for a bridge term loan facility.
3. Reflects the mark-to-market loss on interest rate swaps entered into in connection with financing the anticipated acquisition of Westar.
SECOND QUARTER 2016 EARNINGS PRESENTATION
RECONCILIATION OF GROSS MARGIN TO OPERATING REVENUES
GREAT PLAINS ENERGY (UNAUDITED)
Gross margin is a financial measure that is not calculated in accordance with generally accepted accounting principles (GAAP). Gross margin,
as used by Great Plains Energy, is defined as operating revenues less fuel, purchased power and transmission. The Company’s expense for
fuel, purchased power and transmission, offset by wholesale sales margin, is subject to recovery through cost adjustment mechanisms, except
for KCP&L’s Missouri retail operations prior to September 29, 2015. As a result, operating revenues increase or decrease in relation to a
significant portion of these expenses. Management believes that gross margin provides a meaningful basis for evaluating the Electric Utility
segment’s operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these
expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Board of Directors.
The Company’s definition of gross margin may differ from similar terms used by other companies. A reconciliation to GAAP operating revenues
is provided in the table above
20
($ in millions) THREE MONTHS ENDED
JUNE 30
YEAR TO DATE
JUNE 30
2016 2015 2016 2015
Operating revenues $670.8 $609.0 $1,242.9 $1,158.1
Fuel (89.4) (99.9) (180.0) (207.5)
Purchased power (53.1) (48.8) (98.1) (94.2)
Transmission (17.2) (20.3) (40.7) (41.2)
Gross margin $511.1 $440.0 $924.1 $815.2
• For the 12-months ended June 30, 2016:
− Improving residential real estate and jobs market leading to customer growth of 1%
− Weather-normalized sales net of estimated 0.7% impact from our energy efficiency programs
SECOND QUARTER 2016 EARNINGS PRESENTATION
Full-year 2016 projection of flat to 0.5%
WEATHER-NORMALIZED RETAIL SALES GROWTH
12-MONTHS ENDED JUNE 30, 2016
WEATHER-NORMALIZED DEMAND TRENDS
21
SECOND QUARTER 2016 EARNINGS PRESENTATION
GMO CONSOLIDATED RATE CASE SUMMARY
• Test year ended June 30, 2015 with a
requested July 31, 2016 true-up date
• Primary drivers:
- New infrastructure investments to
ensure reliability, security and
dependable service to customers
- GMO standalone capital structure
- Average of projected 2017-2018
expenses for both transmission costs
and Critical Infrastructure Projection
Standards (CIPS) / Cybersecurity
RATE CASE ATTRIBUTES
CASE
NUMBER
DATE
FILED
REQUESTED
INCREASE
(IN MILLIONS)
REQUESTED
INCREASE
(PERCENT)
RATE BASE
(IN MILLIONS) ROE
COST
OF
DEBT
RATE –
MAKING
EQUITY
RATIO
CAPITAL
STRUCTURE
ROR
ANTICIPATED
EFFECTIVE
DATE
OF NEW RATES
ER-2016-0156 2/23/16 $59.3 8.17% $1,9061 9.9% 5.09% 54.83% 7.73% 12/22/16
$59.3 MILLION RATE INCREASE REQUEST
1. Projected rate base is approximately $76 million or 4% higher than at the conclusion of the last GMO rate cases for the MPS and L&P jurisdictions
22
KCP&L – MISSOURI RATE CASE SUMMARY
• Test year ended December 31, 2015 with
a requested December 31, 2016 true-up
date
• Primary drivers:
- New infrastructure investments to
ensure reliability, security and
dependable service to customers
- Average of projected 2017- 2018
expenses for both transmission costs
and property taxes
- Decline in weather-normalized retail
sales primarily due to lower use per
customer
• KCP&L standalone capital structure
RATE CASE ATTRIBUTES
CASE
NUMBER
DATE
FILED
REQUESTED
INCREASE
(IN MILLIONS)
REQUESTED
INCREASE
(PERCENT)
RATE BASE
(IN MILLIONS) ROE
COST
OF
DEBT
RATE –
MAKING
EQUITY
RATIO
CAPITAL
STRUCTURE
ROR
REQUESTED
EFFECTIVE
DATE
OF NEW RATES
ER-2016-0285 7/1/16 $62.91 7.52%1 $2,576 9.9% 5.51% 49.88% 7.70% 5/31/17
$62.9 MILLION RATE INCREASE REQUEST1
1. Does not include net fuel and purchased power of $27.2 million that absent the case would flow through a fuel recovery mechanism. Total requested increase in base rates including net fuel and
purchased power is $90.1 million or 10.77%
23 SECOND QUARTER 2016 EARNINGS PRESENTATION
SECOND QUARTER 2016 EARNINGS PRESENTATION
June 30, 2016 DEBT PROFILE AND CREDIT RATINGS
GREAT PLAINS ENERGY DEBT
LONG-TERM DEBT MATURITIES5 CURRENT CREDIT RATINGS
Moody’s Standard & Poors
Great Plains Energy
Outlook
Review for
Downgrade
Negative
Corporate Credit Rating – BBB+
Preferred Stock Ba1 BBB-
Senior Unsecured Debt Baa2 BBB
KCP&L
Outlook Stable Negative
Senior Secured Debt A2 A
Senior Unsecured Debt Baa1 BBB+
Commercial Paper P–2 A–2
GMO
Outlook Stable Negative
Senior Unsecured Debt Baa2 BBB+
Commercial Paper P–2 A–2
1Great Plains Energy guarantees approximately 45% of GMO’s debt; 2Weighted Average Rates–excludes premium/discounts and other amortizations;
3Includes current maturities of long-term debt; 4Secured debt=$690M (16%), Unsecured debt=$3,644M (84%); 5Includes long-term debt maturities through December 31, 2025
24
Debt ($ in millions) KCP&L GMO1 GPE Consolidated
Amount Rate2 Amount Rate2 Amount Rate2 Amount Rate2
Short-term debt $215.1 0.93% $299.0 0.86% $74.0 2.00% $588.1 1.03%
Long-term debt3 2,563.9 4.97% 444.1 5.03% 738.1 5.30% 3,746.1 5.04%
Total $2,779.0 4.66% $743.1 3.36% $812.1 5.00% $4,334.2 4.50%4
SECOND QUARTER 2016 EARNINGS PRESENTATION
ADDITIONAL INFORMATION
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, 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. In
connection with the proposed transaction, Great Plains Energy has filed a Registration Statement on Form S-4 (Registration No. 333-212513) with the SEC which is publicly
available, and Great Plains Energy and Westar have filed and may file other documents regarding the proposed transaction with the SEC. The Registration Statement includes a
preliminary joint proxy statement of Great Plains Energy and Westar, which also constitutes a prospectus of Great Plains Energy, as well as other materials. These materials are not
yet final and may be amended, and the Registration Statement has not yet become effective. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT
PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR AND THE PROPOSED TRANSACTION. Following the Registration Statement having been declared effective by the
SEC, a definitive joint proxy statement/prospectus will be sent to Great Plains Energy’s and Westar’s shareholders.
Investors can obtain free copies of the Registration Statement and joint proxy statement/prospectus and other documents filed by Great Plains Energy and Westar with the SEC at
http://www.sec.gov, the SEC’s website, or free of charge from Great Plains Energy’s website (http://www.greatplainsenergy.com) under the tab, “Investor Relations” and then under
the heading “SEC Filings.” These documents are also available free of charge from Westar’s website (http://www.westarenergy.com) under the tab “Investors” and then under the
heading “SEC Filings.”
Participants in Proxy Solicitation
Great Plains Energy, Westar and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Great Plains Energy’s and Westar’s shareholders with respect to the proposed transaction. Information regarding the officers and directors of Great Plains
Energy is included in its definitive proxy statement for its 2016 annual meeting filed with SEC on March 24, 2016. Information regarding the officers and directors of Westar is included
in its definitive proxy statement for its 2016 annual meeting filed with the SEC on April 1, 2016. Additional information regarding the identity of potential participants, and their direct or
indirect interests, by securities, holdings or otherwise, is set forth in the Registration Statement and joint proxy statement/prospectus and other materials filed with SEC in connection
with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.
25