WR Westar Energy, Inc. (delisted)

THIS JOINT PROXY STATEMENT/PROSPECTUS SHALL CONSTITUTE SUCH NOTICE, AND THE FULL TEXT OF SECTION 17-6712 IS REPRINTED IN ITS ENTIRETY AS ANNEX B TO THIS JOINT PROXY STATEMENT/PROSPECTUS. THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW RELATING TO APPRAISAL RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO ANNEX B . ANY WESTAR SHAREHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS OR HER RIGHT TO DO SO SHOULD REVIEW ANNEX B CAREFULLY AND SHOULD CONSULT HIS OR HER LEGAL ADVISOR, SINCE FAILURE TO TIMELY COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

All references in Section 17-6712 and in this summary to a “shareholder” are to a record holder of the shares of Westar common stock as to which appraisal rights are asserted. A person having a beneficial interest in “street name” in shares of Westar common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause such record holder to follow properly the steps summarized below and in a timely manner to perfect appraisal rights.

Any record holder of Westar common stock wishing to exercise the right to dissent from the merger and demand appraisal under Section 17-6712 must satisfy each of the following conditions:

Voting (in person or by proxy) against, abstaining from voting on or failing to vote on the Merger proposal will not constitute a written demand for appraisal within the meaning of Section   17-6712. The written demand for appraisal of the shareholder’s shares must be in addition to and separate from any such proxy or vote. We advise any Westar shareholder considering demanding appraisal to consult legal counsel.

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Only a record holder of shares of Westar common stock as of the meeting record date is entitled to assert appraisal rights for the shares of Westar common stock registered in that holder’s name. A shareholder who elects to exercise appraisal rights pursuant to Section 17-6712 should mail or deliver a written demand to:

Westar Energy, Inc.

818 South Kansas Avenue

Topeka, Kansas 66612

Attn: Corporate Secretary

Within ten days after the effective date of the merger, the surviving corporation must send written notice that the merger has become effective to each dissenting shareholder of Westar who has made a written demand for appraisal in accordance with Section 17-6712 and who has not voted in favor of or consented to the Merger proposal.

During a 120 day period after the effective date of the merger, a dissenting shareholder who has complied with the appraisal provisions of Section 17-6712 and who makes a written request of the surviving corporation is entitled to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the merger and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares of Westar common stock. The surviving corporation must mail the statement within 10 days of receiving the dissenting shareholder’s written request of the statement, or within 10 days of the special meeting, whichever is later.

Within 120 days after the effective date of the merger, if the surviving corporation and any dissenting shareholders fail to agree upon the value of such shareholder’s common stock, either the surviving corporation or any dissenting shareholder who has properly submitted a written demand may file a petition in the Kansas district court demanding a determination of the value of the shares of Westar common stock held by all dissenting shareholders. Notwithstanding this right of petition, any dissenting shareholder who has properly submitted a written demand may, within 60 days after the effective date of the merger, withdraw its demand for appraisal and accept the terms offered upon the merger, regardless of whether such shareholder has commenced or joined an appraisal proceeding.

If any shareholder files the petition, a copy of the petition must be served on the surviving corporation. Within 20 days after service of any such shareholder petition, the surviving corporation must file with the clerk of the same Kansas district court a duly verified list containing the names and addresses of all shareholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached.

At the hearing on such petition, the court shall determine the Westar shareholders who have complied with the requirements of Section 17-6712 and are therefore entitled to appraisal rights. The court shall determine the fair value of the Westar common stock exclusive of any element of value arising from the expectation or accomplishment of the merger, and shall direct the payment by the surviving corporation of such value, together with a fair rate of interest, if any, to the shareholders entitled thereto.

Westar is under no obligation to and has no present intent to file a petition for appraisal, and shareholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, shareholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 17-6712. Inasmuch as Westar has no obligation to file such a petition, the failure of a shareholder to do so within the period specified could nullify such shareholder’s previous written demand for appraisal.

Under the merger agreement, Westar has agreed to give Great Plains Energy prompt notice of any demands for appraisal received by Westar prior to the effective time of the merger. Great Plains Energy has the right to

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participate in all negotiations and proceedings with respect to demands for appraisal under the KGCC. Westar will not, except with the prior written consent of Great Plains Energy, make any payment or settlement offer prior to the effective time of the merger with respect to any demands for appraisal.

Shareholders considering seeking appraisal should be aware that the fair value of their shares as determined under Section 17-6712 could be more than, the same as, or less than the merger consideration they would receive pursuant to the merger agreement if they did not seek appraisal of their shares. Shareholders should also be aware that investment banking opinions are not opinions as to fair value under Section 17-6712.

Any shareholder may withdraw its demand for appraisal and accept the merger consideration set forth in the merger agreement by delivering to the surviving corporation a written withdrawal of such shareholder’s demands for appraisal, except that any such attempt to withdraw made more than 60 days after the effective date of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Kansas district court shall be dismissed as to any shareholder without the approval of the Kansas district court, and such approval may be conditioned upon such terms as the Kansas district court deems just. If the surviving corporation does not approve a shareholder’s request to withdraw a demand for appraisal when such approval is required more than 60 days after the effective date of the merger, the shareholder would be entitled to receive only the appraised value determined in any such appraisal proceeding.

Failure to comply strictly with all of the procedures set forth in Section 17-6712 of the KGCC will result in the loss of a shareholder’s statutory rights.

THE PROCESS OF PERFECTING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. THOSE SHAREHOLDERS WISHING TO DISSENT AND TO EXERCISE THEIR APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 17-6712. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 17-6712, SECTION 17-6712 SHALL CONTROL.

Shares Beneficially Owned by Westar Directors and Officers

Westar’s directors and executive officers beneficially owned 400,595 shares of Westar common stock on August 22, 2016, the record date for the special meeting. These shares represent in total less than one percent of the total voting power of Westar’s voting securities outstanding and entitled to vote as of the record date. These shares exclude 327,345 deferred shares that, until received, do not entitle the directors or executive officers to vote. Westar currently expects that Westar’s directors and executive officers will vote their shares in favor of all the proposals to be voted on at the special meeting, although none of them has entered into any agreements obligating them to do so.

How Shares are Voted; Proxies

If you are a shareholder of record (i.e., you own shares in your own name), you can vote by accessing the Internet, by telephone, by mail, or in person at the special meeting as follows:

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If you are a “street name” shareholder (i.e., you own your shares in the name of a broker, bank, or other fiduciary), you should refer to the information you receive from your broker to see which voting methods are available to you. Please note, if you are a street name shareholder, and wish to vote in person at the special meeting, you must obtain a proxy executed in your favor from your broker to be able to vote at the special meeting. If you wish to vote by accessing the Internet or by telephone, please follow the instructions on your notice, proxy card or the information forwarded to you by your bank or broker, as applicable.

The Internet and telephone voting facilities will close at 6:00 p.m., Central Daylight Saving Time, on September 25, 2016. For shareholders in the Westar 401(k) Plan, the proxy card or notice covers all shares for which such shareholders have the right to give voting instructions to Vanguard Fiduciary Trust Company, trustee of the Westar 401(k) Plan. The proxy card, when properly executed, will be voted as directed. If voting instructions are not received by the proxy tabulator by 6:00 p.m., Central Daylight Saving Time, on September 21, 2016, your shares will not be voted.

The proxy holders will vote as directed on all valid proxies that are received at or prior to the meeting and that are not subsequently revoked. If you complete, date and sign your proxy card but do not provide instructions as to your vote, the proxy holders will vote your shares:

Revocation of Proxies

If you have delivered a signed proxy card for the Westar special meeting or otherwise voted pursuant to the instructions set forth on the proxy card, you may revoke it at any time before it is voted by:

However, if your shares are held in “street name” through a broker, nominee, fiduciary or other custodian, you must check with your broker, nominee, fiduciary or other custodian to determine how to revoke your proxy.

Shares Held in Westar 401(k) Plan

If your Westar shares are held in a Westar 401(k) plan, only the trustee of the plan can vote your plan shares even if you attend the special meeting in person. The plan trustee will vote your shares in accordance with your Internet, telephone or written proxy vote. Please follow the instructions on your proxy card.

With respect to Westar shares held in a Westar 401(k) plan for which no voting instructions are received, the plan trustee will not vote such shares.

Solicitation of Proxies

Westar will bear the cost of soliciting proxies from its shareholders. Westar will solicit shareholder votes by mail, and may also solicit certain shareholders by other means of communication, including telephone or in person. If anyone solicits your vote in person, by telephone, or by other means of communication, they will receive no additional compensation for doing so. Westar will reimburse brokerage firms and other persons representing beneficial owners of shares for their reasonable expenses in forwarding solicitation material to those beneficial owners.

Westar has engaged a professional proxy solicitation firm, D.F. King & Co., Inc., to assist in soliciting proxies for a fee of $15,000, plus all reasonable out-of-pocket expenses.

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Adjournments

If at the special meeting there is not a quorum, the holders of record, entitled to vote, of a majority of such shares of stock so present or represented may adjourn the special meeting from time to time, without notice other than announcement at the meeting, until a quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the special meeting.

Westar Shareholder Account Maintenance

Westar’s transfer agent is Continental Stock Transfer & Trust Company. All communications concerning accounts of Westar shareholders of record, including address changes, name changes, inquiries as to requirements to transfer shares of common stock and similar issues can be handled by calling Continental Stock Transfer & Trust Company, toll-free at (800) 527-2495. For other information about Westar, Westar shareholders can visit Westar’s web site at www.westarenergy.com. Information on Westar’s website does not constitute part of this joint proxy statement/prospectus.

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THE PROPOSED MERGER

General

Great Plains Energy and Westar agreed to the acquisition of Westar by Great Plains Energy under the terms of the merger agreement that is described in this joint proxy statement/prospectus. The Great Plains Energy Board is using this joint proxy statement/prospectus to solicit proxies from the holders of Great Plains Energy common stock for use at the Great Plains Energy special meeting. The Westar Board is using this joint proxy statement/prospectus to solicit proxies from the holders of Westar common stock for use at the Westar special meeting.

Great Plains Energy Merger Proposals

At the Great Plains Energy special meeting, holders of shares of Great Plains Energy common stock will be asked to vote on (1) the issuance of shares of Great Plains Energy common stock as contemplated by the merger agreement, (2) amending Great Plains Energy’s articles of incorporation to increase the amount of authorized capital stock of Great Plains Energy and (3) any motion to adjourn the Great Plains Energy special meeting, if necessary.

The merger will not be completed unless Great Plains Energy shareholders approve the Stock Issuance proposal.

A separate vote by the holders of Great Plains Energy common stock to adopt the merger agreement or approve the merger itself is not required under Missouri law.

Westar Merger Proposals

At the Westar special meeting, Westar shareholders will be asked to consider and vote upon the Merger proposal, consider and vote upon the Merger-Related Compensation proposal and may be asked to consider and vote upon the Westar Meeting Adjournment proposal.

The merger will not be completed unless Westar shareholders approve the Merger proposal.

Effects of the Merger; Merger Consideration

Under the terms of the merger agreement, Merger Sub will merge with and into Westar. As a result, Westar will survive the merger and will become a wholly-owned subsidiary of Great Plains Energy upon completion of the merger.

Merger Consideration

Subject to the terms and conditions set forth in the merger agreement, at the effective time of the merger, each share of Westar common stock issued and outstanding immediately prior to the effective time (other than shares owned by Westar as treasury stock, shares owned by Westar, Great Plains Energy or Merger Sub or any of their respective wholly-owned subsidiaries or shares owned by any holder who is entitled to and has properly preserved appraisal rights) will be converted automatically into the right to receive (1) $51.00 in cash, without interest and (2) a number, rounded to the nearest 1/10,000 of a share, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Great Plains Energy equal to the exchange ratio described below.

The exchange ratio is calculated as follows:

if the volume weighted average share price of Great Plains Energy common stock on the New York Stock Exchange for the 20 consecutive full trading days ending on (and including) the third trading day immediately prior to the closing date of the merger (referred to as the “Average Great Plains Energy Stock Price”) is:

(a) greater than $33.2283, the exchange ratio will be 0.2709;

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(b) greater than or equal to $28.5918 but less than or equal to $33.2283, the exchange ratio will be an amount equal to the quotient obtained by dividing (x) $9.00 by (y) the Average Great Plains Energy Stock Price; or

(c) less than $28.5918, the exchange ratio will be 0.3148.

Treatment of Westar Equity Awards

Immediately prior to the effective time, each outstanding and unvested Westar restricted share unit, performance unit and other contractual right to receive Westar common stock will be canceled and converted into the right to receive an amount in cash equal to the merger consideration, plus dividend equivalents associated with such unit or right, subject to any withholding taxes.

Background of the Merger

The Westar Board and senior management of Westar regularly review and evaluate Westar’s strategies as part of their ongoing efforts to provide long-term value to shareholders, taking into account economic, competitive, regulatory and other conditions, as well as historical and projected industry trends and developments. As part of these reviews, the Westar Board and senior management of Westar also periodically consider and evaluate potential options and alternatives designed to enhance shareholder value, including, from time to time, potential strategic transactions.

Great Plains Energy’s senior management and its board of directors also regularly consider potential strategic transactions, including potential acquisitions of and mergers with other electric utilities.

From time to time in 2014 and early 2015, Mr. Mark Ruelle, Westar’s Chief Executive Officer, apprised the Westar Board at its regular meetings of recently announced utility strategic transactions along with his sentiment that the nature of some of these transactions might suggest a shift from historical precedents regarding valuations and transaction terms. Specifically, Mr. Ruelle noted that terms may have been shifting in favor of shareholders of selling companies in utility transactions announced in the last half of 2014 and first few months of 2015. Specifically, he noted that, in these transactions, there seemed to have been a greater willingness of buyers to take regulatory risk, and they reflected stronger price/earnings multiples and robust takeover premia. He indicated that he did not see a reason for Westar to deviate from its long-term stand-alone strategy, but that he felt it important to apprise the Westar Board of what may be important shifting trends, which were perhaps different from what they were familiar with based on earlier discussions.

Mr. Ruelle and Mr. Terry Bassham, Great Plains Energy’s Chairman, President and Chief Executive Officer, have discussions on various subjects on a frequent and regular basis because both attend management meetings for the nuclear generation facility jointly owned by the companies. In early 2015, after reading the first of several published analyst reports speculating as to Westar’s potential interest as a seller, Mr. Bassham contacted Mr. Ruelle and indicated that, while not wanting to press the issue, should the Westar Board ever be interested in discussing a potential strategic transaction, he wanted Mr. Ruelle to know that the Great Plains Energy Board had potential interest in discussing the merits of a business combination with Westar. Mr. Ruelle, while indicating that Westar was not for sale, agreed to have dinner with Mr. Bassham to discuss their perspectives on the industry as the two returned from the same industry conference. During this dinner in March 2015, the two discussed their respective views about the business environment and the industry, generally, along with trends affecting both companies. Mr. Ruelle reiterated that Westar was not for sale, and his prior public statements about business combinations, generally, including his beliefs that if the Westar Board were to consider a business combination, it would be less likely to be a premium acquirer; that it would likely be ambivalent regarding a merger of equals or other similar form of transaction; and that if it were to pursue a consolidating transaction, management would be more likely to recommend the route of being acquired at a premium. There was no discussion of price, value, structure or any specifics about what form of potential business combination might be possible, if it ever were to take place.

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The Chief Executive Officer of another utility company, referred to as “Bidder A”, called Mr. Ruelle in the spring of 2015. He indicated that his company had kept apprised of Westar’s business and circumstances, that it thought well of Westar and its management, and that if the Westar Board ever considered pursuing a business combination, he believed his company would be a good fit. Mr. Ruelle responded that Westar was not for sale, but that he would discuss Bidder A’s interest with the Westar Board. Bidder A’s Chief Executive Officer did not share any thoughts on valuation, but indicated the general nature of a potential transaction by reference to another recent industry transaction familiar to both of them. In that transaction, a buyer had purchased a company for cash and paid a premium of approximately 20% over the market price of the seller’s common stock immediately prior to the announcement of the transaction.

In summer 2015, Mr. Bassham again reiterated to Mr. Ruelle his company’s potential interest in combining with Westar, should Westar decide to pursue that strategy. Mr. Ruelle noted that the Westar Board would be meeting in late August, 2015 and that he would share with the Westar Board Great Plains Energy’s potential interest in discussing the merits of a possible business combination.

In August 2015, Great Plains Energy retained Bracewell LLP to act as its outside legal counsel regarding a potential strategic transaction with Westar. On August 3, 2015, the Great Plains Energy Board held a regularly scheduled meeting the purpose of which was, among other things, to discuss strategic matters. In the course of the meeting the Great Plains Energy Board discussed Mr. Bassham’s conversations with Mr. Ruelle, and requested that Mr. Bassham keep the Great Plains Energy Board informed of any further discussions with Mr. Ruelle on the topic of a potential strategic transaction.

In recent years, the Chief Executive Officer of another company, referred to as “Bidder B,” had on occasion in conversations with Mr. Ruelle mentioned Bidder B’s interest in exploring the possibility of a business combination, should Westar ever decide it was interested in exploring such a transaction. Those casual, infrequent conversations included a conversation in the spring of 2015.

In the summer of 2015, Bidder B’s Chief Executive Officer called Mr. Ruelle and reiterated Bidder B’s possible interest in a transaction and asked if Mr. Ruelle would be willing to meet to hear Bidder B’s view of the potential merits of a business combination. The two met in Kansas City in August, 2015. Mr. Ruelle reiterated that while Westar was not for sale, he was willing to hear Bidder B’s thoughts on the merits of a possible business combination and would be willing to share those ideas with the Westar Board later that month. During the meeting Bidder B’s Chief Executive Officer shared his views on the “industrial logic” of a business combination and Bidder B’s view of Westar as a good strategic fit. There was no discussion of value, consideration or potential structure of any possible transaction. Mr. Ruelle reiterated his prior public statements about potential business combinations, including his beliefs that, should the Westar Board ever consider a business combination, Westar would be less likely to be a premium acquirer; that it might be ambivalent about a merger of equals; and that if it were to consider a consolidating transaction, management would be more likely to recommend the route of Westar being a premium seller. Mr. Ruelle said that he would relay Bidder B’s expression of interest to the Westar Board later that month.

On August 25 through 27, 2015, the Westar Board held its customary annual strategic planning meeting. Among topics of discussion were trends in the industry, including the nature of M&A activity. As part of that discussion, Mr. Ruelle reported the earlier expressions of interest and discussions described above. The Westar Board concurred that, based on the information presented to date, Westar should continue to pursue its long-term strategy, but advised that Mr. Ruelle could gather additional information from inquiring companies, including with respect to value and regulatory risk, without making any commitments regarding any strategic transactions.

On September 3, 2015, Bidder B’s Chief Executive Officer called Mr. Ruelle to discuss industry issues, and also reiterated Bidder B’s continued interest in exploring a possible business combination. Mr. Ruelle reiterated that Westar was not for sale but said that he would be willing to hear more detail regarding what Bidder B might have in mind, specifically with regard to value, structure and the ability to consummate a transaction in the public

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interest, as without such information, there would be nothing more to share with the Westar Board. The two agreed to continue their discussions when Bidder B’s Chief Executive Officer had additional information to share.

Following a trade association meeting in September 2015, Mr. Bassham and Mr. Ruelle shared a ride to the airport. At the airport the two visited about their earlier conversations and, after Mr. Ruelle noted that Westar was not for sale, he said he was willing to hear what Great Plains Energy wished to share with the Westar Board in terms of its potential interest. Mr. Bassham indicated that while Great Plains Energy still remained very interested in a potential transaction, Great Plains Energy was not contemplating a valuation in the range of then recently announced industry transactions. The two agreed to continue their conversations and met again later in September, at which meeting Mr. Ruelle reiterated to Mr. Bassham that Westar was not for sale, but that Mr. Ruelle was willing to listen to a proposal. Mr. Ruelle confirmed that Westar did not see itself as a buyer and that Westar did not view a business combination transaction structured as a merger of equals favorably, based on the anticipated benefits to Westar shareholders. Mr. Ruelle advised Mr. Bassham that any business combination transaction would have to be structured as a purchase of Westar at a premium to market prices, and that both the premium and the certainty of closing the transaction would be important to Westar’s consideration of any proposal made by Great Plains Energy. Mr. Bassham advised Mr. Ruelle that he would discuss the matter with the Great Plains Energy Board.

At the request of Bidder B’s Chief Executive Officer, Mr. Ruelle met again with him on September 29, 2015 in Kansas City. Bidder B’s Chief Executive Officer again reiterated his views as to the industrial logic and other benefits of a potential business combination. He further provided a non-binding, rough approximation of value, subject to conducting diligence and other customary contingencies and qualifications. He stated the preferred structure from Bidder B’s point of view would be a combination of stock and cash, with the majority of the consideration being in stock. The preliminary indication of value was a premium of approximately 25% to the then-current trading price of Westar’s common stock. The market closing price of Westar’s common stock on September 28, 2015 was $37.87. Mr. Ruelle thanked Bidder B’s Chief Executive Officer for his interest, reiterated that Westar was not for sale, and said that he would share this information with the Westar Board in October, but that the Westar Board had made no decision to proceed toward a potential strategic transaction.

On October 2, 2015, the Great Plains Energy Board held a special telephonic meeting, which was attended by representatives of Goldman Sachs and Bracewell, to permit Mr. Bassham and other members of Great Plains Energy management to provide an update on the preliminary discussions between Mr. Bassham and Mr. Ruelle regarding a potential business combination transaction. Members of Great Plains Energy management led a discussion regarding the strategic alternatives available to Great Plains Energy and the strategic considerations in pursuing a transaction with Westar and the potential terms of an initial proposal to Westar, in the context of current activity in the utility mergers and acquisitions market and the general terms of recent transactions. Representatives of Goldman Sachs reviewed its preliminary financial analyses of a potential transaction. Following discussion and review, the Great Plains Energy Board authorized Mr. Bassham to discuss a preliminary proposal with Mr. Ruelle that would be based on an acquisition of Westar by Great Plains Energy at a premium of 20%-25% over the current market price of Westar’s shares of common stock, with consideration payable 70% in Great Plains Energy common stock and 30% in cash. The Great Plains Energy proposal contemplated a combination of the executive teams from Westar and Great Plains Energy with the potential for participation on the Great Plains Energy Board by some current members of the Westar Board following the closing.

On October 4, 2015, Mr. Bassham called Mr. Ruelle to check in to possibly continue their earlier conversations. Mr. Ruelle told him that the Westar Board had made no decision to proceed toward a potential strategic transaction. The two agreed to meet again so that Great Plains Energy could clarify its preliminary thoughts on value, certainty of value, structure and ability to consummate a potential transaction should Westar decide to go down that path. Mr. Ruelle and Mr. Bassham met on October 7, 2015 in Lawrence, Kansas. Mr. Bassham shared his thoughts about a possible business combination in terms of cost savings opportunities,

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value, structure and the ability to consummate a transaction that would be in the public interest. He indicated that Great Plains Energy would consider a mix of consideration consisting of 70% Great Plains Energy common stock and 30% cash, and a premium in the range of 20-25% to the then-current price of Westar’s common stock. The market closing price of Westar’s common stock on October 6, 2015 was $38.17. Mr. Ruelle agreed to share that information with the Westar Board later in October.

At a regular meeting of the Westar Board on October 22, 2015, at which members of senior management were present, Mr. Ruelle reported to the Westar Board on the contacts and conversations described above. The Westar Board discussed the current environment for mergers and acquisitions in the utility industry, including transactions announced in 2015, and the potential implications for Westar. Topics of discussion included the relative valuations of utilities, generally, and how future changes in interest rates and economic activity could affect values. Also discussed were possible approaches to ascertaining potential value Westar might obtain for its shareholders should it consider a strategic transaction.

In order to obtain more refined advice about circumstances in the industry and the potential implications for Westar, the Westar Board discussed and then authorized Mr. Ruelle to retain a financial advisor and outside legal counsel for the Westar Board. Members of senior management, having significant familiarity and dealings with numerous investment banking and advisory firms, discussed possible advisors with the Westar Board. They noted that, due in part to the number of recent industry transactions, several major financial advisors made visits to Westar from time to time to share their views with Westar management on industry trends, including regarding strategic transactions, and to indicate their availability to provide services.

Following the meeting, Mr. Ruelle and Mr. Anthony Somma, Westar’s Chief Financial Officer, discussed the possible merits of engaging different financial advisors, then narrowed the possible selection to several firms with whom they made more direct inquiries to confirm interest, availability and freedom from potential conflicts of interest and to hear those firms’ ideas about what an engagement might entail. Following discussions regarding those respective firms’ interest and ability to represent Westar, on November 11, 2015 Guggenheim Securities, LLC (“Guggenheim Securities”) was retained as financial advisor to Westar to advise the Westar Board concerning merger and acquisition matters, including the potential sale of Westar. Guggenheim Securities was selected based on the firm’s extensive expertise and experience in the industry and its understanding of macro issues affecting the industry, as well as being free from conflicts of interest. In November 2015, Westar also retained Baker Botts L.L.P. (“Baker Botts”) to provide the Westar Board with legal advice concerning potential mergers and acquisitions.

On October 23, 2015, executives with an investment fund focused on infrastructure investment, referred to as “Bidder C,” met with Mr. Ruelle and Mr. Somma to introduce themselves and their organization, and to express an interest in discussing a possible business combination with Westar should Westar decide to pursue a business combination. Mr. Ruelle and Mr. Somma listened to them, indicated that Westar was not for sale and thanked them for expressing their interest. Mr. Ruelle explained that if Bidder C had a particular sense of value, structure and other matters it thought important for Westar to know, he would share that with the Westar Board, if they wished.

On October 30, 2015, Bidder B’s Chief Executive Officer called Mr. Ruelle to check in about possibly pursuing their previous conversations. Bidder B’s Chief Executive Officer reiterated his company’s interest, and noted that his earlier preliminary indication of value might be subject to favorable adjustment, if Bidder B were given access to confidential information about Westar. Mr. Ruelle thanked Bidder B’s CEO for his company’s continuing interest, but indicated that the Westar Board had not made a decision to proceed down the path toward a possible strategic transaction.

A special meeting of the Westar Board was held on November 19, 2015. Members of the senior management of Westar and representatives of Guggenheim Securities and Baker Botts also attended the meeting. At the meeting, Baker Botts provided the Westar Board with information regarding its fiduciary duties, and the

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Westar Board received a presentation from Guggenheim Securities discussing, among other things, current market conditions for the stock of regulated utility companies, factors that could affect the market for those stocks in the future and recent developments with respect to mergers and acquisitions of electric and gas utility companies. Guggenheim Securities also discussed the prices and other key terms of several recently announced transactions in the industry. Mr. Ruelle informed the Westar Board that in his view there might have been a change in the environment for transactions involving electric and gas utilities, and that it might be possible to achieve value for shareholders that would exceed the value that could reasonably be expected to be achieved if Westar were to continue to pursue its long-term stand-alone strategic plan. Mr. Ruelle’s belief was based in part on the presentation made by Guggenheim Securities, which had noted that recent strategic utility transactions were characterized by, among other things, improving regulatory support for transactions, proactivity of acquirers to initiate transactions, strong offer prices and robust takeover premia. The presentation from Guggenheim Securities also noted that, at the time, utilities were trading above long-term average price/earnings multiples. The Westar Board expressed its interest in learning more and instructed management to have Guggenheim Securities present more specific information about possibilities were Westar to consider being acquired, and to also compare and contrast that outcome with alternative strategies at the Westar Board’s next meeting. The Westar Board also discussed whether it was necessary or advisable to create a special committee to further evaluate strategic options. Based on the capacity, availability and interest of members of the Westar Board, and due to the absence of any conflicts of interest, the Westar Board felt that a special committee was not necessary.

At a regular meeting of the Westar Board on December 9, 2015, at which members of Westar senior management and representatives of Guggenheim Securities and Baker Botts were present, Guggenheim Securities provided additional information to the Westar Board regarding the current environment for mergers and acquisitions. Among other things, Guggenheim Securities provided the Westar Board with an update regarding Westar’s recent stock price performance, factors that could affect Westar’s share price performance in the future and potential strategic alternatives that might be available to Westar, including remaining a stand-alone company, acquiring one or more additional regulated utility companies, expanding Westar’s non-utility growth platform, entering into a merger of equals or similar transaction with another utility company or entering into a corporate transaction that would result in a change of control of Westar. Guggenheim Securities also provided the Westar Board with information regarding the financial multiples and other metrics in recent merger and acquisition transactions involving regulated utility companies, a potential range of values for Westar on a stand-alone basis under alternative future scenarios and a potential range of values that Westar might be able to achieve in a strategic corporate transaction.

Following the Guggenheim Securities presentation, the Westar Board discussed the factors that would affect its view of any potential transaction and how the Westar Board might determine what type of transaction might be available to Westar. The Westar Board concluded that in addition to the price to be received by Westar’s shareholders, other important factors would be the type of consideration and certainty of value to be received by Westar shareholders, the ability of the counter-party in any such transaction to demonstrate that the transaction would be in the public interest and be able to obtain the necessary regulatory approvals, the counter-party’s ability to obtain any necessary financing for the transaction and any commitments that the counterparty would be willing to make with respect to Westar’s customers and employees, as well as the communities served by Westar. The Westar Board also believed that it was important to maintain confidentiality with respect to any transaction and the Westar Board’s consideration of this subject because of the potential negative impact that rumors of a potential transaction could have on Westar’s employees and customers.

Following this discussion, the Westar Board concluded that it should determine if it would be possible to negotiate a transaction that would be more favorable to Westar’s shareholders than Westar’s long-term stand-alone strategic plan. In order to determine if such a transaction might be possible, while still preserving the confidentiality of any discussions, the Westar Board determined that it would be advisable to approach a single long-term bidder in the first instance. Consequently, the Westar Board authorized Mr. Ruelle to approach Bidder A, which had previously approached him to express interest in pursuing a transaction, to inquire whether Bidder A might be interested in discussing a potential acquisition of Westar. The Westar Board selected

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Bidder A because of the Westar Board’s belief that if it were interested in pursuing a transaction, a transaction with Bidder A would likely have the desired characteristics described above. The Westar Board did not discuss any specific price at which it would or would not be prepared to enter into a transaction and no decision was made to seek to sell the company in a change of control transaction.

Following the Westar Board meeting on December 9th, and in accordance with the authorization of the Westar Board, Mr. Ruelle called the Chief Executive Officer of Bidder A and told him that the Westar Board had authorized him to respond to Bidder A’s inquiry earlier in the year, to ascertain whether Bidder A had continuing interest, and if so, what it might have in mind regarding potential value, structure and ability to consummate a transaction in the public interest. Mr. Ruelle indicated that if Bidder A were prepared to enter into a confidentiality agreement, he was prepared to provide Bidder A with Westar’s confidential internal forecast. Following this call, the companies executed a mutual confidentiality agreement. On January 4, 2016, the two Chief Executive Officers met in Arizona prior to an industry trade association meeting. At that meeting, Mr. Ruelle provided Bidder A’s Chief Executive Officer with Westar’s late 2015 internal forecast and the two discussed numerous details about Westar’s business. Bidder A’s Chief Executive Officer indicated that he would respond shortly as to Bidder A’s continuing interest, value and other terms and conditions. Bidder A subsequently responded later in January that it had concluded that it was not interested at this time in continuing discussions with Westar regarding a potential transaction, given other internal investment opportunities for its available capital. Mr. Ruelle reported this development to the Westar Board, noting that the matter would be discussed further at the next regularly scheduled meeting in February.

On December 10, 2015, representatives from Bidder C came to Westar again for a previously scheduled meeting with Mr. Ruelle and Mr. Somma. At that meeting, Bidder C reiterated its interest and further indicated that were Westar to engage with Bidder C, it saw a preliminary indication of value of potentially $50 per share, in cash, subject to due diligence and other customary contingencies. The market closing price of Westar’s common stock on December 9, 2015 was $41.05.

On February 2, 2016, in advance of the regularly scheduled February meeting of the Westar Board, Mr. Ruelle called and spoke with Bidder B’s Chief Executive Officer by telephone. Bidder B’s Chief Executive Officer reiterated his company’s interest in potentially exploring a transaction. He noted that since October Westar’s stock price had increased significantly, as had the prices of many other stocks of electric utility companies; accordingly, his company would consider changes in its preliminary indication of value and potentially consider changing the consideration to all cash. He indicated that his company had engaged advisors and was prepared to move promptly. On the same day, Mr. Ruelle called Mr. Bassham, who reiterated Great Plains Energy’s continuing interest as well.

On February 11, 2016, Mr. Ruelle contacted Mr. Bassham by telephone regarding the proposal made by Great Plains Energy in October 2015. Mr. Ruelle requested that Great Plains Energy provide its current view on the price Great Plains Energy would be willing to pay in a potential acquisition, and to what extent Great Plains Energy would be willing to provide additional certainty with respect to the value of the consideration payable in the potential acquisition, by increasing the cash portion of the consideration and potentially providing a collar with respect to the stock portion of the consideration. Mr. Ruelle advised Mr. Bassham that Westar had a preference for cash consideration, but was open to stock consideration as well.

On February 18, 2016, the Great Plains Energy Board held a regularly scheduled meeting, which included a review of the potential Westar acquisition transaction. Mr. Bassham and other members of Great Plains Energy management provided an update to the Great Plains Energy Board regarding the potential transaction and Mr. Bassham’s recent contact with Mr. Ruelle. Members of Great Plains Energy management also reviewed, among other items, (i) market developments since the October 2, 2015 Great Plains Energy Board meeting, (ii) management’s updated view on strategic opportunities available to Great Plains Energy and the strategic rationale, benefits and risks of pursuing the potential transaction with Westar, and (iii) the potential terms of an

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updated proposal that Great Plains Energy might present to Westar, in order to address the items raised by Mr. Ruelle in his conversation with Mr. Bassham. Representatives of Goldman Sachs reviewed its preliminary financial analyses of a potential transaction. Following discussion of a potential transaction, including with respect to the consideration payable, the associated financing requirements and the potential use of a purchase price collar among other items, the Great Plains Energy Board authorized Mr. Bassham to convey an updated proposal to Mr. Ruelle. The terms of the updated proposal would include an acquisition of Westar by Great Plains Energy priced at a premium of 20% over the current market price, with a consideration mix of 50% Great Plains Energy common stock and 50% cash with the potential to include a collar with respect to the stock consideration. Following this meeting, Mr. Bassham called Mr. Ruelle to convey Great Plains Energy’s updated proposal.

At a Westar Board meeting on February 22, 2016, at which members of Westar senior management and representatives of Guggenheim Securities and Baker Botts were present, Mr. Ruelle updated the Westar Board regarding developments since the previous meeting as described above. Following this, Guggenheim Securities updated the Westar Board regarding recent developments relating to three transactions involving regulated electric and gas companies that had been announced since the Westar Board’s last meeting, including the valuations and other key terms of those transactions. Guggenheim Securities also provided the Westar Board with information about several potential counter-parties that might be interested in discussing a possible transaction with Westar. Following Guggenheim Securities’ presentation, the Westar Board discussed whether it made sense to continue to explore the possibility of a potential transaction, and if so, what would be the best way to proceed. Among other things, the Westar Board discussed whether it would be better to approach one party at a time, a limited number of potential counter-parties or a broader group as part of a more formal process. After discussion, the Westar Board concluded that to ascertain maximum potential value, it wished to solicit indications of interest from several potential counter-parties in order to gauge their level of interest in a potential strategic transaction with Westar and instructed management and Guggenheim Securities to identify a list of potential counter-parties and to contact them to determine their level of interest in a strategic transaction. No decision to pursue a strategic transaction was made.

Following this meeting, Guggenheim Securities contacted Great Plains Energy, Bidder B and 14 other companies regarding a possible transaction. Of these, Great Plains Energy, Bidder B and 7 others entered into confidentiality and standstill agreements with Westar that contained substantially the same terms, including standstill provisions. The parties that entered into confidentiality and standstill agreements were provided with a confidential information package that included information regarding Westar, including its 2016 internal financial forecast. This forecast was the same forecast provided to Guggenheim Securities for purposes of its fairness opinion. Westar’s management team also held conference calls with Great Plains Energy, Bidder B and 5 of the other companies to discuss Westar’s business and financial condition as well as its anticipated results of operations as reflected in its forecast. The other two companies that had signed confidentiality agreements decided not to schedule management due diligence calls. Representatives of Westar and Guggenheim Securities also held follow-up calls with three of the bidders after the calls with Westar management to discuss financial issues and Westar’s forecasts in more detail.

On March 10, 2016, an article was published reporting that Westar was in the early stages of exploring strategic options that could lead to a sale. The article indicated that several possible buyers had been contacted in order to gauge interest in a transaction. The closing price of Westar common stock on March 9, 2016 was $44.08 per share. On March 10, 2016, the stock closed at $46.90 per share.

On March 15, 2016, Bidder C submitted a letter to Guggenheim Securities indicating that Bidder C believed that it could develop an attractive proposal to acquire Westar. Bidder C indicated that in order to develop a proposal, it would need Westar’s permission to contact 4 or 5 other investors who would have to join together to make a proposal. After discussion with Guggenheim Securities, members of Westar’s senior management determined not to grant Bidder C permission to contact other potential investors because it was concerned that doing so would increase the risk that additional market rumors would develop, which could serve to discourage

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more capable bidders from continuing to evaluate a possible transaction. This decision was also based in part on the view that Bidder C likely had fewer opportunities to create synergies from a transaction and would not be able to make a compelling case to regulators that a transaction was in the public interest.

On March 29, 2016, the Great Plains Energy Board held a regularly scheduled meeting, which included an update with regard to Great Plains Energy’s participation in the Westar sale process. Members of Great Plains Energy management provided an overview of the sale process and of Westar and its business, operations and management, together with an updated view on strategic opportunities available to Great Plains Energy and the strategic rationale, benefits and risks of pursuing the potential transaction with Westar and the potential terms of an indicative proposal that Great Plains Energy might submit to Westar in the first round of the sale process, among other items. Representatives of Goldman Sachs reviewed its preliminary financial analyses of a potential transaction. Following discussion, the Great Plains Energy Board authorized Great Plains Energy management to submit a first round indicative proposal the terms of which would include an acquisition of Westar by Great Plains Energy priced in the range of $53-$55 per share, with a consideration mix of 35% Great Plains Energy common stock and 65% cash which would include fully committed financing for the cash portion of the purchase price and with the potential to include a collar with respect to the stock consideration, and would potentially express interest in evaluating Westar senior management and the potential for Westar representation on the Great Plains Energy Board following the closing.

On April 5, 2016, the deadline set by Westar for submission of preliminary indications of interest, Great Plains Energy, Bidder B and the 3 other companies with which Westar had held management calls submitted preliminary non-binding indications of interest. The 3 additional companies are referred to as Bidders D, E and F. Great Plains Energy indicated that it might be willing to acquire Westar for a price of $54.50 per share of Westar common stock, with the consideration being 65% cash and 35% Great Plains Energy common stock. Bidder B’s proposal indicated a price of $50.50 per share with consideration being 50% cash and 50% common stock of Bidder B. Bidder D proposed a price range of up to $55.11 per share in cash on a fully-diluted basis. Bidder E proposed acquiring Westar for $53.00 per share consisting of 33% cash and 67% common stock of Bidder E, and Bidder F said that it might be willing to acquire Westar for $52.00 per share in cash.

On April 11, 2016, the Westar Board met to consider the indications of interest. The Westar Board, members of Westar senior management, and representatives from Guggenheim Securities and Baker Botts discussed the key terms of the indications of interest, including price and other relevant terms and conditions. After discussing the indications of interest and the pros and cons of moving forward with discussions concerning a potential transaction, the Westar Board decided to seek definitive proposals from all five companies that had submitted indications of interest, including Great Plains Energy. Each of these companies was given access to an electronic data room containing detailed confidential information about Westar, offered an in-person management presentation regarding Westar’s business, operations and prospects, and advised of the process and schedule for submitting definitive proposals. In the course of advising Great Plains Energy that it was being invited to submit a definitive proposal, a representative of Guggenheim Securities provided feedback regarding Great Plains Energy’s initial proposal that Westar would prefer a bid with a larger proportion of the consideration consisting of cash.

From April 12 until May 23, 2016, management presentations were held with each of the bidders and Westar and Guggenheim Securities provided detailed information to each of the bidders and answered numerous questions from the bidders about Westar and the information that was provided.

On April 21, 2016, a representative of Goldman Sachs contacted Guggenheim Securities on behalf of Great Plains Energy to request that Great Plains Energy be permitted to contact several potential equity investors that might contribute to the necessary equity financing for its bid for Westar. After discussion with Westar management, Great Plains Energy was given permission to contact four potential equity investors that Great Plains Energy had identified as potential investors. Great Plains Energy subsequently entered into discussions with, and ultimately entered into a stock purchase agreement with, OCM Credit Portfolio LP (“OMERS”) regarding an equity investment in Great Plains Energy in support of the potential Westar transaction.

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On April 28, 2016, members of the Westar management team and representatives of Guggenheim Securities hosted a due diligence management presentation in Kansas City, Missouri, that was attended by members of Great Plains Energy management and representatives of Goldman Sachs and Bracewell.

On April 29, 2016, the financial advisor to Bidder F contacted Guggenheim Securities to say that bidder F had determined that it was unlikely to submit a bid for Westar, but asked to be kept apprised of the schedule and other developments relating to the process for submitting bids, as it had a continuing interest in a transaction.

On May 2, 2016, the Great Plains Energy Board held a regularly scheduled meeting, which was attended by representatives of Goldman Sachs and Bracewell, which included an update with regard to Great Plains Energy’s participation in the Westar sale process. Members of Great Plains Energy management provided an update on the Westar sales process and the response that Great Plains Energy had received on its first round indicative proposal. Members of Great Plains Energy management reviewed certain financial and strategic matters with the Great Plains Energy Board, including potential financing alternatives for the acquisition and representatives of Bracewell together with members of Great Plains Energy management reviewed certain legal matters relating to the transaction, including with respect to the approvals potentially required for the transaction, and the fiduciary duties of the members of the Great Plains Energy Board in connection with their consideration of the acquisition. Representatives of Goldman Sachs reviewed its preliminary financial analyses of a potential transaction.

On May 4, 2016, each of the bidders was provided with a draft form of merger agreement to be used in preparing their definitive bids for Westar. In its discussions with bidders prior to submission of bids, Guggenheim Securities also requested that any bidder that anticipated that a portion of the consideration in its bid would be common stock or other securities submit its internal forecasts to Guggenheim Securities for review by Guggenheim Securities and Westar. Great Plains Energy, Bidder D and Bidder E submitted their internal forecasts to Guggenheim Securities and Westar on May 17, 2016, May 24, 2016 and May 17, 2016, respectively.

On May 18, 2016 the Westar Board met with Guggenheim Securities to discuss developments since its last board meeting, including discussions that Guggenheim Securities had had with some of the bidders since the last board meeting. Among other things, Guggenheim Securities updated the Westar Board with respect to recent movements in share prices of Westar and its peers since the previous Westar Board meeting and discussed the process that had been undertaken with bidders since the last Westar Board meeting.

Also on May 18, 2016, the Great Plains Energy Board held a special meeting to review the potential transaction with Westar. Mr. Bassham provided an overview to the Great Plains Energy Board regarding the status of the potential transaction and the work that had been completed to date. Great Plains Energy management reviewed with the Great Plains Energy Board, among other items, (i) strategic considerations related to pursuing a potential transaction with Westar, including with respect to the regulatory approvals that would be required in connection with the transaction, (ii) the use of a collar with respect to the stock portion of the merger consideration to provide additional value certainty to Westar, (iii) the benefits and risks associated with a potential transaction, including the potential cost and operational efficiencies that could be achieved in the merger, (iv) the financing requirements associated with the merger, including the potential effect on Great Plains Energy’s credit ratings, (v) the terms of the merger agreement proposed by Westar, including the termination fees that would potentially be payable by Great Plains Energy, and (vi) the results of the due diligence investigation conducted by Great Plains Energy management and its advisors. Representatives of Goldman Sachs reviewed its preliminary financial analyses of a potential transaction. Representatives of Bracewell, together with members of Great Plains Energy management, reviewed with the Great Plains Energy Board the key terms of the proposed merger agreement, the regulatory approvals relating to the transaction, and the fiduciary duties of the members of the Great Plains Energy Board in connection with their consideration of the transaction. Following discussion, the Great Plains Energy Board scheduled a follow up meeting on May 22 at which Great Plains Energy management would provide a recommendation with respect to the terms of Great Plains Energy’s final proposal to Westar that would be made on May 23.

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On May 19, 2016, Bidder B indicated to Guggenheim Securities that it had determined not to submit a bid to acquire Westar. Bidder B’s CEO subsequently confirmed this decision in a telephone call to Mr. Ruelle.

On May 22, 2016, the Great Plains Energy Board held a special telephonic meeting, which was attended by representatives of Goldman Sachs and Bracewell, to consider the terms of Great Plains Energy’s final proposal to Westar. Following discussion of various strategic and financial considerations and analyses, members of Great Plains Energy management recommended that Great Plains Energy’s final proposal to Westar should include consideration with a value per share of $58.25 consisting of 85% cash and 15% shares of Great Plains Energy common stock, subject to a collar to provide additional value certainty to Westar, and that the Great Plains Energy Board should authorize Great Plains Energy management to offer merger consideration with a value up to $60.00 per share of Westar common stock, consisting of up to 90% cash and 10% stock, to the extent that in the judgment of Great Plains Energy management, they deemed it advisable in negotiations with Westar following delivery of Great Plains Energy’s final proposal. The Great Plains Energy Board concurred with management’s recommendation and authorized the submission of a final proposal to Westar on the recommended terms, and authorized Great Plains Energy to offer additional merger consideration consistent with management’s recommendation.

On May 23, 2016, the deadline set by Westar for submission of definitive written proposals, Great Plains Energy and Bidders D and E submitted written proposals to acquire Westar. Great Plains Energy submitted a proposal to acquire Westar for a price of $58.25 per share, with 85% of the consideration being in cash and 15% in Great Plains Energy common stock. Great Plains Energy’s proposal also included a “collar” mechanism on the stock portion of the consideration pursuant to which the exchange ratio of the stock would be adjusted within a range of 7.5% above and below Great Plains Energy’s then-current stock price to provide Westar shareholders with a fixed value for the stock portion of the consideration so long as Great Plains Energy’s stock price was within the range specified in the collar. Great Plains Energy also submitted a form of merger agreement and commitment letter with respect to the financing for its proposal to acquire Westar. Bidder D proposed to acquire Westar for a price of between $54.00 and $56.00, with 45% of the consideration being in cash and 55% being in common stock of Bidder D. Bidder D did not propose a collar or other form of price protection with respect to the stock portion of the consideration. Bidder D noted that because of exogenous circumstances unrelated to Westar, Bidder D had not had sufficient time to complete a mark-up of the form of merger agreement or obtain a financing commitment letter. Bidder D indicated that it was prepared to move expeditiously to complete the necessary definitive documentation relating to its bid. Bidder E proposed to acquire Westar for a price of $51.00 per share with 80% of the consideration in common stock of Bidder E and 20% in cash. Bidder E did not propose any collar or other form of price protection on the stock portion of the consideration in its proposal. Bidder E submitted a form of merger agreement with its bid and indicated that it would not require outside financing for the cash portion of its bid. Bidder F provided an oral indication of continued interest, stating that it would be interested in acquiring Westar for a purchase price of $52.00 per share in cash, but that it would require additional time to obtain committed financing and negotiate a definitive merger agreement.

On May 24, 2016, representatives of Guggenheim Securities and Baker Botts conducted a conference call with representatives of Goldman Sachs and Bracewell to discuss the terms of, and potential concerns regarding, Great Plains Energy’s final proposal, and among other items, discussed the proposed collar with respect to the stock portion of the merger consideration, the closing condition relating to the approval by the shareholders of Great Plains Energy, and the view of Great Plains Energy with respect to the jurisdiction of the MPSC to approve the merger transaction.

At a meeting on May 25, 2016 that was also attended by members of Westar’s senior management and representatives of Guggenheim Securities and Baker Botts, the Westar Board met to review the proposals that had been received. A representative of Baker Botts reviewed with the Westar Board certain legal matters related to its fiduciary obligations in connection with merger and acquisition transactions. Guggenheim Securities made a presentation to the Westar Board updating the Westar Board on recent developments in the financial markets relating to utility companies, including the valuations of utility companies generally as well as in the context of

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merger and acquisition transactions. Guggenheim Securities also summarized for the Westar Board the process that had been undertaken to solicit acquisition proposals for Westar and the key terms and conditions of the proposals that had been received. Guggenheim Securities also provided the Westar Board with a preliminary valuation analysis of Westar. Baker Botts reviewed with the Westar Board the terms of the proposed forms of merger agreement submitted by Great Plains Energy and Bidder E.

In reviewing the bids that had been received, the Westar Board noted that the price proposed by Great Plains Energy was higher than the upper end of the price range proposed by the next highest bidder, Bidder D, and represented an implied 36% premium to the closing price of Westar common stock on March 9, 2016, the day before an article was published stating that Westar was seeking acquisition proposals. The Westar Board also noted that the consideration proposed by Great Plains Energy was 85% cash and 15% Great Plains Energy common stock, that the Great Plains Energy proposal included some protection for the value of the stock portion of the consideration in the form of a collar on the price of Great Plains Energy common stock, that Great Plains Energy had obtained committed financing for its proposal and that the proposed form of merger agreement submitted by Great Plains Energy was more favorable to Westar than the form of merger agreement submitted by Bidder E because, among other things, Bidder E’s proposal did not contain a reverse break-up fee and provided that Westar would bear more regulatory risk than under the Great Plains Energy proposal. After extensive discussion, the Westar Board instructed Mr. Ruelle, with assistance from Guggenheim Securities and Baker Botts, to negotiate with Great Plains Energy and Bidder D with respect to their proposals to attempt to obtain their best and final bid terms. The Westar Board did not specify the specific terms that it wished to see changed in either of the bids, but it did indicate that the value of the consideration to be received by Westar shareholders, the mix of cash and stock to be received by Westar shareholders and the probability that a closing would occur, including the likelihood that regulators would find the transaction to be in the public interest and thereby gain regulatory approval, were important factors that it would consider. The Westar Board instructed Mr. Ruelle not to terminate discussions with either Bidder E or Bidder F at that time, but not to negotiate with them until the results of further negotiation with Great Plains Energy and Bidder D were known.

After the meeting, Guggenheim Securities called representatives of Goldman Sachs and Bidder D to inform them that the Westar Board would like them to consider improving the terms of their proposals and that they should submit their best and final proposals as soon as possible. Guggenheim Securities did not specify which terms should be improved, but proposed that the respective financial and legal advisors of Westar and Great Plains Energy convene a conference call the next day to discuss the key changes to the merger agreement proposed by Great Plains Energy to which Westar objected. Guggenheim Securities further indicated that Westar and the Westar Board would review the totality of the bid terms and that the value of the consideration to be received by Westar shareholders, consideration mix and certainty of closing, including the ability to obtain regulatory approvals, were all important terms to the Westar Board.

On May 26, 2016, in a telephone conversation with Guggenheim Securities, Bidder D indicated that it was prepared to increase the amount of its bid to $56.00 per share and possibly more, with the mix of consideration, comprising $25.00 in cash with the remainder in common stock of Bidder D. Bidder D indicated that it would be able to increase its bid even further if it were able to find additional sources of value following further diligence on Westar. Bidder D subsequently confirmed these changes to its bid in a written letter to Westar delivered on May 27, 2016.

Also on May 26, 2016, Guggenheim Securities and Baker Botts held a telephone conversation with representatives of Goldman Sachs and Bracewell, Great Plains Energy’s financial and legal advisors, respectively. In the call, Guggenheim Securities and Baker Botts reviewed certain adjustments to the terms of the merger agreement proposed by Great Plains Energy that Westar sought, including changes to the termination fees potentially payable by the parties, in particular, (i) increasing the fee payable by Great Plains Energy if the Merger were not completed as a result of failure to obtain required regulatory approvals, (ii) decreasing the fee payable by Westar if it were to terminate the merger agreement under circumstances in which another company had made a superior proposal to acquire Westar, (iii) increasing the fee payable by Great Plains Energy if either

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Westar terminated the merger agreement following a change by the Great Plains Energy Board of its recommendation to its shareholders relating to the merger, or if Great Plains Energy terminated the merger agreement and subsequently entered into an agreement to be acquired by another company and (iv) adding a fee payable by Great Plains Energy of $80 million in the event that Great Plains Energy shareholders did not vote in favor of the Stock Issuance proposal in circumstances where no other fee was payable by Great Plains Energy; the removal of a condition to the parties’ obligations to consummate the merger with respect to the approval of the Charter Amendment proposal, and the removal of the right of Great Plains Energy to terminate the merger agreement prior to the Great Plains Energy shareholder meeting in order to pursue an alternative transaction.

Following several conferences among members of Great Plains Energy management and Great Plains Energy’s legal and financial advisors later that day, a representative of Goldman Sachs, at the direction of Great Plains Energy management, confirmed to a representative of Guggenheim Securities that Great Plains Energy was willing to accept all of the changes to the merger agreement proposed by Baker Botts. In the course of the conversation, the representative of Guggenheim Securities advised the representative of Goldman Sachs that the purchase prices proposed by each of the two final participants in the process were close, and that Great Plains Energy should consider that in conveying its best and final proposal to Guggenheim Securities. Subsequent to receiving that feedback, representatives of Goldman Sachs discussed with members of Great Plains Energy management the competitive nature of the sales process, the potential value of the transaction to Great Plains Energy and the information provided by Guggenheim Securities regarding Great Plains Energy’s proposed purchase price. Following these discussions, Great Plains Energy sent Westar a revised bid letter increasing its price to $60.00 per share. The consideration mix remained 85% cash and 15% Great Plains Energy stock with a 7.5% collar on the price of Great Plains Energy’s common stock.

Also on May 26, 2016, members of Westar senior management and Guggenheim Securities held a diligence call with Great Plains Energy to discuss the internal forecasts that Great Plains Energy had previously provided to Westar, Great Plains Energy’s financing plan for its acquisition of Westar and certain other matters relating to Great Plains Energy’s operations and financial condition.

Late in the evening on May 26, 2016, Baker Botts circulated a revised version of the merger agreement, reflecting the changes discussed earlier that day with Great Plains Energy’s advisors as well as certain other proposed changes to the agreement.

On May 27, 2016, representatives of Baker Botts and Bracewell convened a conference call to discuss additional changes to the merger agreement proposed by Westar, including with respect to Westar’s ability to exercise its termination right if Great Plains Energy were required to consummate the merger under the terms of the merger agreement but failed to do so for any reason. Following the conference call, representatives of Bracewell discussed the additional changes to the merger agreement proposed by Westar with members of Great Plains Energy management.

Later in the day on May 27, 2016, Mr. Bassham and Mr. Ruelle spoke by telephone to confirm their respective understanding of where principal transaction terms stood. They also agreed that the terms should include Great Plains Energy offering one of the Westar Board members a seat on the Great Plains Energy Board. Upon confirming these things, Mr. Ruelle informed Mr. Bassham that he was prepared to recommend the Great Plains Energy proposal to the Westar Board of Directors for approval, and that Westar would work exclusively with Great Plains Energy over the weekend to attempt to finalize a definitive agreement.

Mr. Ruelle’s decision was based on the price and other terms proposed by Great Plains Energy as well as his judgment that it was unlikely that Westar would be able to obtain as high or a higher price from any of the other bidders within the next few days, and that if Westar did not act quickly to execute a merger agreement with Great Plains Energy, the opportunity to enter into a transaction with Great Plains Energy on the terms then proposed could be lost.

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Later on May 27 and on May 28, 2016, Mr. Ruelle spoke with some of the Westar directors individually to inform them of progress in negotiations and to coordinate details for a potential meeting in which the Westar Board might vote on a definitive agreement.

On May 27 and 28, 2016, Bracewell and Baker Botts continued to discuss the terms of the revised merger agreement that had been proposed by Baker Botts. After the terms of the merger agreement were finally agreed on May 28, 2016, Westar management distributed a copy of the merger agreement to the Westar Board and Great Plains Energy management distributed a copy of the merger agreement to the Great Plains Energy Board.

On May 29, 2016, the Great Plains Energy Board held a special telephonic meeting, which was attended by members of Great Plains Energy management, representatives of Goldman Sachs and representatives of Bracewell. Members of Great Plains Energy management, together with representatives of Great Plains Energy’s advisors, reviewed with the Great Plains Energy Board the final terms of the merger agreement, including the purchase price of $60.00, the consideration mix of 85% cash and 15% Great Plains Energy common stock, the final changes to the merger agreement that had been negotiated with Westar, including the changes to the termination fees, and the changes relating to the approvals of the Great Plains Energy shareholders being sought in connection with the merger, among others. Representatives of Bracewell reviewed with the Great Plains Energy Board certain legal matters relating to the transaction and the fiduciary duties of the members of the Great Plains Energy Board with respect to the transaction, including with regard to the potential implications of the final changes to the merger agreement.

Also at the May 29, 2016 board meeting, the Great Plains Energy Board received a presentation from representatives of Goldman Sachs with respect to its financial analyses of the potential transaction. Representatives of Goldman Sachs rendered its oral opinion to the Great Plains Energy Board, subsequently confirmed in writing by delivery of a written opinion dated as of May 29, 2016, that as of the date of the opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement was fair from a financial point of view to Great Plains Energy. The full text of the written opinion of Goldman Sachs, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C .

After considering the proposed terms of the merger agreement and the various presentations of its financial and legal advisors, and taking into consideration the matters discussed during the meeting and prior meetings of the Great Plains Energy Board, including the factors described under “—Recommendations of the Great Plains Energy Board and its Reasons for the Merger”, the Great Plains Energy Board determined that the merger, including the issuance of shares of Great Plains Energy common stock as contemplated by the merger agreement, was advisable and in the best interests of Great Plains Energy and its shareholders.

Also on May 29, 2016, the Westar Board met, with representatives of Westar senior management and Guggenheim Securities and Baker Botts present, to consider the updated bids from Great Plains Energy and Bidder D. Baker Botts provided the Westar Board with legal advice relating to the fiduciary duties of directors in merger and acquisition transactions. Management, Guggenheim Securities and Baker Botts updated the Westar Board with respect to the improved terms of the bids, including that Great Plains Energy had agreed to increase its price and had agreed to changes to the merger agreement requested by Westar, and that Bidder D had increased its price to the high end of its previously indicated range and indicated that it might be able to increase its price further based on additional diligence on Westar. The Westar Board noted that the indicative price of $60.00 per share of Westar common stock proposed by Great Plains Energy was $4.00 higher than the price then proposed by Bidder D, that Bidder D had indicated that it might be able to increase its price further but that there was no assurance that Bidder D would increase its price and that any price increase if it did occur could be less than $4.00 per share. The Westar Board also noted that Great Plains Energy had obtained fully committed financing for the cash portion of its proposal. Guggenheim Securities informed the Westar Board that the

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indicative price of $60.00 proposed by Great Plains Energy represented a 13.4% premium to the closing price of Westar common stock on May 27, 2016, and a 36.1% premium to Westar’s undisturbed closing share price of $44.08 as of March 9, 2016, which was the last trading day before an article was published stating that Westar might be in the early stages of exploring strategic options that could lead to a sale, and a multiple of projected earnings consistent with or favorable to recent utility acquisition agreements included in the comparable transactions reviewed by Guggenheim Securities. The Westar Board also noted that Great Plains Energy had agreed to increase the fees payable to Westar in the event the merger agreement were to be terminated under certain circumstances and reduce the fees payable by Westar in the event the agreement were to be terminated by Westar under certain circumstances, all as noted above. The Westar Board also noted that Great Plains Energy had preserved the price protection in the form of a collar on the stock portion of the consideration in its offer and had offered to include one member of the Westar Board on the Great Plains Energy Board of directors following consummation of the merger. Finally, the Westar Board also considered that Westar would have the right to terminate the merger agreement in order to accept an alternative acquisition proposal upon satisfaction of certain conditions, including payment to Great Plains Energy of a fee of $280 million. The Westar Board also considered that Great Plains Energy had agreed to maintain Westar’s corporate headquarters in Topeka, Kansas, which might contribute to a finding by regulators that the transaction would be in the public interest.

Also at the May 29, 2016 Westar Board meeting, Guggenheim Securities reviewed with the Westar Board Guggenheim Securities’ financial analysis of the merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated May 30, 2016, to the Westar Board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to the holders of Westar common stock (excluding shares owned by Westar as treasury stock, shares owned by a wholly owned subsidiary of Westar or shares owned directly or indirectly by Great Plains Energy or Merger Sub). Following these presentations, and after discussion, deliberation and consideration of all of the factors that it considered relevant, the Westar Board unanimously determined that the merger was in the best interests of Westar and its shareholders, and declared it advisable for Westar to enter into the merger agreement, adopted the merger agreement and approved Westar’s execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement and resolved to recommend that Westar’s shareholders approve the merger agreement. Immediately thereafter, Westar and Great Plains Energy executed the merger agreement and, on May 31, they issued a joint press release announcing the execution of the merger agreement.

Recommendations of the Great Plains Energy Board and its Reasons for the Merger

The Great Plains Energy Board has reviewed and considered the terms of the merger and the merger agreement and has unanimously determined that each of the merger, including the issuance of shares of Great Plains Energy common stock contemplated by the merger agreement, and the amendment to the Great Plains Energy articles of incorporation to increase the authorized number of shares of common stock, is advisable and in the best interests of Great Plains Energy and its shareholders and unanimously recommends that Great Plains Energy shareholders vote (1) FOR the Stock Issuance proposal and (2) FOR the Charter Amendment proposal.

In reaching its decision to recommend that the Great Plains Energy shareholders approve the Stock Issuance proposal and the Charter Amendment proposal, the Great Plains Energy Board consulted with Great Plains Energy management, as well as Goldman Sachs, financial advisor to Great Plains Energy in connection with the merger, and Bracewell LLP, outside counsel to Great Plains Energy in connection with the merger, and considered various other factors, both positive and negative. The following discussion of the information and factors considered by the Great Plains Energy Board is not intended to be exhaustive and may not include all of the factors considered by the Great Plains Energy Board. In view of the wide variety of factors considered by the Great Plains Energy Board in connection with its evaluation of the merger, the Great Plains Energy Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific

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factors that it considered in reaching its decision. In considering the factors described below, individual members of the Great Plains Energy Board may have given different weight to different factors. The Great Plains Energy Board considered this information as a whole and considered overall the information and factors to be favorable to, and in support of, its determinations and recommendations. The material information and factors considered by the Great Plains Energy Board were as follows:

Strategic Considerations . The Great Plains Energy Board considered a number of factors pertaining to the strategic rationale for the merger, including the following:

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Impact of the Merger on Customers. The Great Plains Energy Board evaluated the expected impact of the merger on the customers of Great Plains Energy, including the anticipated increased operating efficiencies and reduced costs of the combined company compared to such companies’ stand-alone plans, which should permit the combined company to reduce the amount of future rate increases.

Impact of the Merger on Communities. The Great Plains Energy Board considered the expected impact of the merger on the communities served by Great Plains Energy and Westar and the benefits that the merger will likely generate for these communities from the greater strength of the combined company as compared to Great Plains Energy or Westar on a stand-alone basis. The Great Plains Energy Board also determined that following the merger, Great Plains Energy will maintain a Kansas headquarters in Topeka, Kansas and that Westar’s historic levels of community involvement and charitable contributions and support in Westar’s existing service territories will be maintained.

Impact of the Merger on Employees . The Great Plains Energy Board evaluated the expected impact of the merger on the employees of Great Plains Energy, and considered that there should be more opportunities for all employees of the combined company, which should be a larger, more competitive company.

Financial Considerations . The Great Plains Energy Board considered the expected financial impact of the merger on Great Plains Energy, including that the transaction is expected to be neutral to Great Plains Energy’s earnings per share in the first full year following the consummation of the merger and accretive thereafter and that the transaction is anticipated to enhance EPS growth and maintain investment grade credit ratings. The Great Plains Energy Board also considered the historical financial condition and operating results of Great Plains Energy and Westar, including information with respect to their respective earnings histories.

Share Prices . The Great Plains Energy Board considered the historical stock prices of Great Plains Energy and Westar, including that based on the May 27, 2016 closing price of Great Plains Energy common stock, the merger consideration represented a premium of approximately 13.4 percent to the closing stock price of Westar on May 27, 2016, the last trading day prior to the date that Great Plains Energy and Westar signed the merger agreement, which was the last trading day before the merger agreement was signed, and a premium of approximately 36.1 percent to the closing stock price of Westar on March 9, 2016, which was the last trading day before an article was published stating that Westar might be in the early stages of exploring strategic options that could lead to a sale.

Recommendation of Management . The Great Plains Energy Board took into account the recommendation of Great Plains Energy management in favor of merger.

Opinion of Financial Advisors . The Great Plains Energy Board considered the financial analyses and presentations of Goldman Sachs, as presented to the Great Plains Energy Board on May 29, 2016, as well as

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Goldman Sachs’ oral opinion delivered to the Great Plains Energy Board on May 29, 2016, and later confirmed in a written opinion as of the same date, that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth in such opinion, the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement was fair, from a financial point of view, to Great Plains Energy. See “The Proposed Merger—Opinion of Great Plains Energy’s Financial Advisor” beginning on page 71.

Strategic Alternatives . The Great Plains Energy Board considered the trends and competitive developments in the industry and the range of strategic alternatives available to Great Plains Energy, including the prospects for Great Plains Energy continuing to operate as a stand-alone entity, or the possibility and feasibility of pursuing a business combination with another industry participant.

Due Diligence . The Great Plains Energy Board considered and evaluated the results of the due diligence investigation undertaken by Great Plains Energy’s management and advisors, including the information included in the disclosure letter delivered by Westar to Great Plains Energy in connection with the merger agreement. The Great Plains Energy Board also considered the estimated pre-tax operating efficiencies projected to result from the merger of $65 million, $149 million, $199 million and $225 million in 2018, 2019, 2020 and the terminal year, respectively, which were developed by the management of Great Plains Energy in the course of the due diligence investigation, and were incorporated into certain financial analyses presented to the Great Plains Energy Board.

Terms of the Merger Agreement . The Great Plains Energy Board reviewed and considered the terms of the merger agreement, including that the exchange ratio with respect to the stock portion of the merger consideration is subject to a collar and will not be adjusted if the 20-day volume-weighted average price of Great Plains Energy common stock ending on, and including, the third trading day immediately preceding the closing date of the merger is higher than $33.2283 or lower than $28.5918, the restrictions on Westar’s operations between the signing of the merger agreement and the closing of the transaction, the representations and warranties of each party, the conditions to each party’s obligation to complete the merger, the rights of each party to consider and engage in negotiations regarding potentially superior proposals, the rights of each party to withdraw or otherwise change its recommendation to its shareholders in favor of the proposals related to the merger agreement, the rights of each party to terminate the merger agreement and the obligations of each party to pay a termination fee under certain circumstances. See “The Merger Agreement” beginning on page 115 for a detailed discussion of the terms and conditions of the merger agreement.

Likelihood of Completion of the Merger . The Great Plains Energy Board considered the likelihood that the merger will be completed on a timely basis, including the likelihood that the merger will receive all necessary regulatory approvals without unacceptable conditions and that all conditions to consummation of the merger will be satisfied, including, among other conditions, that Great Plains Energy is not required to complete the merger if any final orders in connection with required governmental approvals would include or impose any term or condition that, individually or in the aggregate, has resulted or would reasonably be expected to result in a material adverse effect on Great Plains Energy and its subsidiaries taken as a whole (after giving effect to the merger), but assuming that Great Plains Energy and its subsidiaries constitute a consolidated group of entities of the same size and scale as Westar and its subsidiaries, taken as a whole, and neither Great Plains Energy nor Westar is required to complete the merger if the merger has not been approved by the KCC, FERC, the NRC or the FCC, as applicable. To that end, the Great Plains Energy Board further considered the potential length of the regulatory approvals process and that the merger agreement provides that, subject to certain exceptions, it may not be terminated until May 31, 2017, which may be extended for an additional six months under specified circumstances.

Post-Merger Corporate Governance . The Great Plains Energy Board considered the corporate governance provisions of the merger agreement, including that, upon completion of the merger, the board of directors of the combined company will include one director from the Westar Board, to be selected by Great Plains Energy in consultation with Westar. See “Post-Merger Governance and Management” beginning on page 138 for further information.

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The Great Plains Energy Board also considered potential risks associated with the merger, including the following:

Financing and Credit Related Risks . The Great Plains Energy Board considered that Great Plains Energy plans to undertake significant equity and debt financing in order to fund the cash portion of the merger consideration. The Great Plains Energy Board considered that Great Plains Energy will be seeking to issue approximately $4.4 billion of new Great Plains Energy debt and approximately $3.1 billion of Great Plains Energy common stock and mandatory convertible preferred stock, and the effect that changes in interest rates or market conditions could have on the ability of Great Plains Energy to issue these securities at the anticipated prices, or at all, and the potential adverse impact the debt issuances could have on the credit ratings of Great Plains Energy. In addition, the Great Plains Energy Board considered the risks associated with the mandatory convertible preferred stock to be issued to OMERS upon the consummation of the merger, including among others the risk that the $15 million payment that Great Plains Energy was required to make to OMERS on the date of execution of the merger agreement would not be refunded to Great Plains Energy as a result of the failure to consummate the merger, the risk that Great Plains Energy would be required to appoint two representatives of OMERS to the Great Plains Energy Board in the event that Great Plains Energy misses two quarterly dividend payments on such mandatory convertible preferred stock and the risk that non-U.S. based ownership could potentially complicate obtaining the required regulatory approvals for the merger.

Merger Consideration . The Great Plains Energy Board considered that the merger consideration consists of a combination of a fixed amount of cash, and a number of shares of Great Plains Energy common stock based on an exchange ratio that varies within a range based on the 20-day volume-weighted average price of Great Plains Energy common stock ending on, and including, the third trading day immediately preceding the closing date of the merger, and accordingly, the merger consideration will not adjust downwards to compensate for declines in the price of Westar common stock prior to the closing of the merger, and that the terms of the merger agreement do not include termination rights triggered expressly by a decrease in the market price of Westar’s common stock. The Great Plains Energy Board determined that this structure was appropriate and the risk acceptable in view of the relative intrinsic values and financial performance of Westar and Great Plains Energy, the percentage of the combined company to be owned by Great Plains Energy shareholders and the inclusion of other structural protections in the merger agreement, such as the condition to Great Plains Energy’s obligation to consummate the merger that Westar has not experienced a material adverse effect on its business.

Regulatory Approvals and Related Termination Fee . The Great Plains Energy Board considered the regulatory approvals that are required in connection with the merger and the risk that governmental authorities and third parties may seek to impose unfavorable terms or conditions on the required approvals or that those approvals may not be obtained at all. In addition, the Great Plains Energy Board considered the risk that the MPSC might open a proceeding to consider whether it has jurisdiction over the merger, and that if it were to determine that the MPSC does have jurisdiction over the merger, Great Plains Energy could be required to obtain MPSC approval to consummate the merger. The Great Plains Energy Board further considered that in the event that the merger cannot be consummated on or prior to November 30, 2017 solely due to a failure of Great Plains Energy and Westar to receive the required regulatory approvals (or an applicable regulatory authority prohibits the consummation of the transaction), and Westar were to terminate the merger agreement, Great Plains Energy would be required to pay to Westar a termination fee of $380 million. In addition, the Great Plains Energy Board considered the potential length of the regulatory approval process, the expectation of Great Plains Energy management that the transaction will not be completed until the first half of 2017 and that if regulatory approvals have not been obtained, under certain circumstances the merger agreement provides that it may not be terminated until November 30, 2017.

Shareholder Approvals and Related Termination Fee . The Great Plains Energy Board considered the approvals of the shareholders of Great Plains Energy that are being sought in connection with the merger, and the fact that (1) if the merger agreement is terminated due to a failure of a majority of the Great Plains Energy shareholders voting at the Great Plains Energy special meeting to approve the Stock Issuance proposal, Great Plains Energy would be required to pay a termination fee to Westar of $80 million and (2) the approval of the

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Charter Amendment proposal is not a condition to the obligation of Great Plains Energy to consummate the merger, and accordingly Great Plains Energy would be required to consummate the merger even if there are not sufficient shares of Great Plains Energy common stock available to complete the anticipated equity financing to fund the cash portion of the merger consideration. The Great Plains Energy Board took into account that Great Plains Energy has sufficient committed debt financing available to consummate the merger even if Great Plains Energy shareholders do not approve the Charter Amendment proposal, but that the additional debt that Great Plains Energy would expect to issue in such a circumstance could have an adverse impact on the ability of Great Plains Energy and Westar to obtain the required regulatory approvals, and on the combined company’s credit rating and ability to service its debt.

Alternative Proposals and other Termination Fees . The Great Plains Energy Board considered the risk that, although Great Plains Energy has the right under certain limited circumstances to consider and participate in negotiations with respect to proposals for alternative transactions, the merger agreement contains provisions relating to the potential payment of a termination fee of $180 million in connection with an alternative transaction, which may have the effect of discouraging such proposals. In addition, the Great Plains Energy Board considered that the merger agreement includes other customary restrictions on the ability of Great Plains Energy to solicit offers for alternative proposals or engage in discussions regarding such proposals, subject to exceptions, or to terminate the merger agreement to enter into an agreement with respect to an alternative transaction, any of which could have the effect of discouraging such proposals from being made or pursued, even if potentially more favorable to the shareholders of Great Plains Energy than the merger. Furthermore, the Great Plains Energy Board considered that, pursuant to the terms of the merger agreement, Great Plains Energy is obligated to pay to Westar a termination fee of $380 million in the event that Westar terminates the merger agreement due to the failure of Great Plains Energy to consummate the merger as required by the terms of the merger agreement, including if such failure is due to the failure of the financing and any alternative financing to be available. See “The Merger Agreement—Termination; Termination Fee; Expenses” beginning on page 134 for further information regarding such fees and expenses.

Impact on Credit Rating and Ability to Service Debt . The Great Plains Energy Board considered that the indebtedness of the combined company following the merger will be higher than the existing indebtedness of Great Plains Energy, the possibility that the merger could result in a lower credit rating for the combined company from that of Great Plains Energy prior to announcing the merger, and the impacts that the higher indebtedness and a lower credit rating could have on the combined company, including the possibility that it may be more difficult for the combined company to pay or refinance its debts and that the combined company may need to borrow or divert its cash flows from operations to service debt payments.

Employee Matters . The Great Plains Energy Board considered the impact that business uncertainty pending completion of the merger could have on the ability to attract, retain and motivate key personnel until the merger is completed. The Great Plains Energy Board noted that the consummation of the merger will not trigger payments or other benefits under the terms of Great Plains Energy’s various employee benefit plans and agreements.

Additional Interests of Executive Officers and Directors . The Great Plains Energy Board considered that certain executive officers and directors of Great Plains Energy may have interests with respect to the merger in addition to their interests as shareholders of Great Plains Energy. See “Additional Interests of Great Plains Energy’s and Westar’s Directors and Executive Officers in the Merger” beginning on page 108 for further information.

Diversion of Management . The Great Plains Energy Board considered the possible diversion of management’s time and attention from Great Plains Energy’s ongoing business due to the substantial time and effort necessary to complete the merger and plan for and implement the integration of the operations of Great Plains Energy and Westar. See “Risk Factors” beginning on page 27 for further information.

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Transaction Costs and Integration . The Great Plains Energy Board took into account the substantial transaction and integration costs to be incurred in connection with the merger and the possibility that the potential benefits of the merger will not be realized or will not be realized within the expected time period or to the degree anticipated, and the risks and challenges associated with the integration of Great Plains Energy’s and Westar’s businesses, operations and workforces.

After consideration of these material factors, the Great Plains Energy Board concluded that the risks associated with the transaction could be (1) mitigated or managed by Great Plains Energy or, following the merger, by the combined company, (2) were reasonably acceptable under the circumstances and (3) in light of the anticipated benefits overall, were outweighed by the potential benefits of the merger.

The Great Plains Energy Board realized that there can be no assurance about future results, including results considered or expected as described in the factors listed above, such as assumptions regarding the potential benefits of the merger. It should be noted that this explanation of the Great Plains Energy Board’s reasoning and all other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38.

Opinion of Great Plains Energy’s Financial Advisor

Goldman Sachs rendered its opinion to the Great Plains Energy Board that, as of May 29, 2016 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement was fair from a financial point of view to Great Plains Energy.

The full text of the written opinion of Goldman Sachs, dated May 29, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C . Goldman Sachs provided its opinion for the information and assistance of the Great Plains Energy Board in connection with its consideration of the merger contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of Great Plains Energy common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of Great Plains Energy and Westar regarding their assessment of the past and current business operations, financial condition and future prospects of Westar and with the members of senior management of Great Plains Energy regarding their assessment of the past and current business operations, financial condition and future prospects of Great Plains Energy and the strategic rationale for, and the potential benefits of, the merger; reviewed the reported price and trading activity for the shares of Great Plains Energy common stock and the shares of Westar common stock; compared certain financial and stock market information for Great Plains Energy and Westar with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the utility industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed that the Forecasts, including the Efficiencies, were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Great Plains Energy. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Great Plains Energy or Westar or any of their respective subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of Great Plains Energy or Westar or any of their respective subsidiaries furnished to Goldman Sachs. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Great Plains Energy or Westar or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Great Plains Energy to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Great Plains Energy; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, without limitation, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Great Plains Energy; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Great Plains Energy or Westar, or any class of such persons in connection with the merger, whether relative to the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Great Plains Energy common stock will trade at any time or as to the impact of the merger on the solvency or viability of Great Plains Energy or Westar or the ability of Great Plains Energy or Westar to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Great Plains Energy Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by

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Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 27, 2016, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis . Goldman Sachs reviewed the historical trading prices for Great Plains Energy common stock and Westar common stock for the five-year period ended May 27, 2016. For purposes of its financial analyses, Goldman Sachs used an implied purchase price of $60.00 per share, which represents a per share purchase price of $51.00 in cash and an implied $9.00 in shares of Great Plains Energy common stock (based on the closing price of $31.00 per share of Great Plains Energy common stock on May 27, 2016 and an exchange ratio of 0.2903). Goldman Sachs analyzed the implied value per share of $60.00 to be paid to holders of Westar common stock pursuant to the merger agreement in relation to the closing price of Westar common stock as of March 9, 2016, the last trading day prior to an article published on March 10, 2016 that stated that Westar was evaluating potential strategic alternatives, including a sale of the company, and May 27, 2016, respectively, and in relation to the 52-week high closing price of Westar common stock for the period ending May 27, 2016. This analysis indicated that the implied value per share of $60.00 to be paid to Westar stockholders pursuant to the merger agreement represented:

Selected Companies Analysis . Goldman Sachs reviewed and compared certain financial information for Great Plains Energy and Westar to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the utility industry:

Although none of the selected companies is directly comparable to Great Plains Energy or Westar, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Great Plains Energy and Westar.

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Selected Transactions Analysis . Goldman Sachs analyzed certain information relating to the following selected transactions in the power and utility industries in the past two years.

For each of the selected transactions, Goldman Sachs calculated, using publicly available information, the one-year forward price-to-earnings ratio of the target for the applicable fiscal year in which the transaction took place. While none of the companies that participated in the selected transactions are directly comparable to Westar, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Westar’s results, market size and product profile. The range of one-year forward price-to-earnings ratios of the targets in the selected transactions that resulted from Goldman Sachs’ calculation was 19.1x to 32.1x, with a mean of 22.5x. In addition, Goldman Sachs calculated, using the projected earnings per share of Westar common stock for the calendar year ended 2017 provided by Great Plains Energy’s management and approved for Goldman Sachs’ use by Great Plains Energy, that Westar’s 2017 price-to-earnings ratio represented by the implied purchase price of $60.00 per share of Westar common stock was 24.3x.

Illustrative Discounted Cash Flow Analysis—Westar Standalone . Goldman Sachs performed an illustrative discounted cash flow analysis on Westar using the Forecasts for Westar and the number of fully diluted outstanding shares of Westar common stock provided by Westar’s management, as approved for Goldman Sachs’ use by Great Plains Energy, and information obtained from Bloomberg to determine an illustrative range of Westar’s implied present value per share. Goldman Sachs calculated estimated unlevered, after-tax free cash flows of Westar for the calendar years 2016 through 2020 using information contained in the Forecasts for Westar, both including and without including the Efficiencies, and calculated illustrative terminal value indications in the year 2020 using multiples ranging from 9.0x to 10.5x EBITDA. The cash flows and terminal values were discounted to illustrative present values as of March 31, 2016 using discount rates ranging from 3.5% to 4.5%, reflecting estimates of Westar’s weighted average cost of capital. Goldman Sachs then derived ranges of illustrative enterprise values for Westar by adding the ranges of present values of cash flows and terminal values it derived above. Goldman Sachs then subtracted from such range of illustrative enterprise values the amount of Westar’s net debt as of March 31, 2016, as reported in Westar’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, to derive a range of illustrative equity values for Westar. Goldman Sachs then divided the illustrative equity values by the number of fully diluted outstanding shares of Westar common stock provided by Westar’s management. This analysis resulted in a range of illustrative present values of $43.16 to $57.47 per share of Westar common stock when calculated using Forecasts that did not include the Efficiencies, and $54.95 to $71.48 per share of Westar common stock when calculated using Forecasts including the Efficiencies.

Illustrative Discounted Cash Flow Analysis—Great Plains Energy Standalone . Goldman Sachs performed an illustrative discounted cash flow analysis on Great Plains Energy using the Forecasts for Great Plains Energy and the number of fully diluted outstanding shares of Great Plains Energy common stock provided by Great

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Plains Energy’s management, as approved for Goldman Sachs’ use by Great Plains Energy, and information obtained from Bloomberg to determine an illustrative range of Great Plains Energy’s implied present value per share. Goldman Sachs calculated estimated unlevered, after-tax free cash flows of Great Plains Energy for the calendar years 2016 through 2020 using information contained in the Forecasts for Great Plains Energy, without including the Efficiencies, and calculated illustrative terminal value indications in the year 2020 using multiples ranging from 8.25x to 9.75x EBITDA. The cash flows and terminal values were discounted to illustrative present values as of March 31, 2016 using discount rates ranging from 3.5% to 4.5%, reflecting estimates of Great Plains Energy’s weighted average cost of capital. Goldman Sachs then derived ranges of illustrative enterprise values for Great Plains Energy by adding the ranges of present values of cash flows and terminal values it derived above. Goldman Sachs then subtracted from such range of illustrative enterprise values the amount of Great Plains Energy’s net debt as of March 31, 2016, as reported in Great Plains Energy’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, to derive a range of illustrative equity values for Great Plains Energy. Goldman Sachs then divided the illustrative equity values by the number of fully diluted outstanding shares of Great Plains Energy common stock provided by Great Plains Energy’s management. This analysis resulted in a range of illustrative present values of $32.42 to $43.83 per share of Great Plains Energy common stock.

Illustrative Discounted Cash Flow Analysis—Pro Forma for Combined Company . Goldman Sachs performed an illustrative discounted cash flow analysis on the combined company using Forecasts for Great Plains Energy pro forma for consummation of the merger and the number of fully diluted outstanding shares of Great Plains Energy common stock pro forma for consummation of the merger provided by Great Plains Energy’s management, as approved for Goldman Sachs’ use by Great Plains Energy, to determine an illustrative range of the pro forma combined company’s implied present value per share. Goldman Sachs calculated the estimated unlevered, after-tax free cash flows of the pro forma combined company for the calendar years 2016 through 2020 using information contained in the Forecasts for Great Plains Energy pro forma for consummation of the merger, including the Efficiencies, and calculated illustrative terminal value indications in the year 2020 using multiples ranging from 8.85x to 10.35x EBITDA. The cash flows and terminal values were discounted to illustrative present values as of March 31, 2016 using discount rates ranging from 3.25% to 4.25%, reflecting estimates of the pro forma combined company’s weighted average cost of capital. Goldman Sachs then derived ranges of illustrative enterprise values for the combined company by adding the ranges of present values of cash flows and terminal values it derived above. Goldman Sachs then subtracted from such range of illustrative enterprise values the amount of Great Plains Energy’s net debt pro forma for consummation of the merger as of March 31, 2016, as provided by Great Plains Energy, to derive a range of illustrative equity values for the combined company. Goldman Sachs then divided the illustrative equity values by the number of fully diluted outstanding shares of Great Plains Energy common stock pro forma for consummation of the merger provided by Great Plains Energy’s management. This analysis resulted in a range of illustrative present values of $30.13 to $46.95 per share of the pro forma combined company’s common stock.

Pro Forma Merger Analysis . Goldman Sachs prepared illustrative pro forma analyses of the potential financial impact of the merger using Forecasts for Great Plains Energy on both a standalone basis and pro forma for consummation of the merger, including the Efficiencies, each as provided by Great Plains Energy’s management and approved for Goldman Sachs’ use by Great Plains Energy. For each of the calendar years 2018, 2019 and 2020, Goldman Sachs compared the projected earnings per share of Great Plains Energy common stock, on a standalone basis, to the projected earnings per share of the common stock of the combined company. Goldman Sachs performed this analysis using the closing price of Great Plains Energy on May 27, 2016. The results of such analyses indicated that the proposed merger would be neutral to Great Plains Energy’s earnings per share in calendar year 2018 and would be 4.9% and 9.6% accretive to Great Plains Energy’s earnings per share in calendar years 2019 and 2020, respectively.

Present Value of Future Share Price Analysis . Goldman Sachs performed an illustrative analysis of the implied present value of the future price per share of Great Plains Energy common stock, both on a standalone basis and a pro forma basis, which is designed to provide an indication of the present value of a theoretical future

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value of Great Plains Energy’s equity as a function of Great Plains Energy’s estimated future earnings and its assumed price to future earnings per share multiple. For this analysis, Goldman Sachs used the Forecasts for Great Plains Energy as a standalone entity, and the Forecasts for Great Plains Energy pro forma for the merger, including the Efficiencies, for each of the calendar years 2016 to 2020, each of the foregoing as provided by Great Plains Energy’s management and approved for Goldman Sachs’ use by Great Plains Energy. Goldman Sachs first calculated an illustrative range of the implied future values per share of Great Plains Energy common stock (including the present value of projected dividends) as of the calendar years ended 2018 and 2019, respectively, by applying a forward earnings per share multiple range of 16.5x to 18.5x to the estimated earnings per share of Great Plains Energy common stock for each of the calendar years 2019 and 2020, on a standalone and a pro forma basis, respectively, and then discounting the implied future values per share back to implied present values as of March 31, 2016, using an illustrative discount rate reflecting an estimate of Great Plains Energy’s cost of equity on a standalone and a pro forma basis, respectively. The results of such analyses provided illustrative ranges of the implied present value of the future price per share of Great Plains Energy common stock (a) when discounted from the fiscal year end 2018 of (i) $32.48 to $36.05 when calculated on a standalone basis and (ii) $33.90 to $37.63 when calculated on a pro forma basis and (b) when discounted from the fiscal year end 2019 of (i) $32.75 to $36.21 when calculated on a standalone basis and (ii) $35.47 to $39.26 when calculated on a pro forma basis.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Great Plains Energy or Westar or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Great Plains Energy Board as to the fairness from a financial point of view of the merger consideration to be paid by Great Plains Energy for each outstanding share of Westar common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Great Plains Energy, Westar, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Great Plains Energy and Westar and was approved by the Great Plains Energy Board. Goldman Sachs provided advice to Great Plains Energy during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio or amount of consideration to Great Plains Energy or its board of directors or that any specific exchange ratio or amount of consideration constituted the only appropriate exchange ratio or consideration for the merger.

As described above, Goldman Sachs’ opinion to the Great Plains Energy Board was one of many factors taken into consideration by the Great Plains Energy Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this joint proxy statement/prospectus.

Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and

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services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Great Plains Energy, Westar and any of their respective affiliates or any currency or commodity that may be involved in the merger for their own account and for the accounts of their customers.

Goldman Sachs acted as financial advisor to Great Plains Energy in connection with, and participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. At the request of Great Plains Energy, at the time of the execution of the merger agreement, certain affiliates of Goldman Sachs entered into financing commitments to provide Great Plains Energy with the Bridge Facility in connection with the consummation of the merger, subject to the terms of such commitments. Great Plains Energy also has engaged Goldman Sachs to act as lead underwriter, initial purchaser, placement agent and arranger in connection with Great Plains Energy’s proposed equity and debt financing to be used to finance the cash portion of the merger consideration. The actual amount of aggregate fees received by Goldman Sachs and its affiliates in connection with the Bridge Facility and the proposed equity and debt financing will depend upon, among other things, the timing of reductions of the commitments under the Bridge Facility, the amounts of any equity and debt financing used to finance the cash portion of the merger consideration and the issuance costs for such equity and debt financing. Great Plains Energy estimates that Goldman Sachs and its affiliates will in aggregate receive approximately $70 million in fees in connection with the Bridge Facility and the proposed equity and debt financing. Subsequent to the announcement of the merger agreement, an affiliate of Goldman, Sachs & Co. entered into interest rate hedging agreements with the Company in connection with the merger contemplated by the merger agreement, pursuant to which such affiliate of Goldman, Sachs & Co. will act as counterparty as principal for its own account, subject to the terms of such interest rate hedging agreements.

In addition, Goldman Sachs provided certain financial advisory and/or underwriting services to Westar and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as a co-manager with respect to a public offering by Kansas Gas & Electric Company, an affiliate of Westar, of its 4.30% Notes due 2044 (aggregate principal amount $250,000,000) in June 2014 and as a dealer with respect to Westar’s commercial paper program since October 2011, for which it received customary compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Great Plains Energy, Westar and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation.

The Great Plains Energy Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated March 17, 2016, Great Plains Energy engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. Pursuant to the terms of this engagement letter, Great Plains Energy has agreed to pay Goldman Sachs a transaction fee of $25 million, $2.5 million of which was paid upon the public announcement of the merger agreement, $5 million of which is payable upon Great Plains Energy’s receipt of shareholder approval at the special meeting and the remainder of which is payable upon consummation of the merger. In addition, Great Plains Energy has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Recommendations of the Westar Board and its Reasons for the Merger

At a meeting of the Westar Board held on May 29, 2016, the Westar Board reviewed and considered the terms of the merger and the merger agreement and unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Westar’s shareholders and approved and adopted the merger agreement and the transactions contemplated thereby, including the merger. The Westar Board recommends that the Westar shareholders vote “FOR” the approval of the Merger proposal.

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In reaching the decisions to approve the merger agreement and the transactions contemplated thereby and to recommend that the Westar shareholders vote to adopt the merger agreement and approve the merger, the Westar Board consulted extensively with its financial and legal advisors and Westar’s management and considered a number of alternatives to the proposed merger. Of such alternatives, the Westar Board determined the proposed merger to be in the best interests of Westar and its shareholders. The Westar Board’s decision to approve the merger and the merger agreement and to recommend to Westar’s shareholders that they vote for the adoption of the merger agreement was based on a number of factors. These factors included, without limitation, the following considerations:

Strategic Rationale; Shareholder Value

The Westar Board considered a number of factors pertaining to the strategic rationale for the merger and the value to be received by Westar’s shareholders pursuant to the merger, including but not limited to the following:

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Terms of the Merger Agreement

The Westar Board considered the terms and conditions of the merger agreement, including but not limited to the following:

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Opinion of Westar’s Financial Advisor

The Westar Board considered the opinion, delivered orally on May 29, 2016 and confirmed by delivery of a written opinion dated May 30, 2016, of Guggenheim Securities to the Westar Board as to the fairness, from a financial point of view and as of May 29, 2016, of the merger consideration to the holders of Westar common stock (excluding shares owned by Westar as treasury stock, shares owned by a wholly-owned subsidiary of Westar, or shares owned directly or indirectly by Great Plains Energy or Merger Sub), which opinion was based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described under the section entitled “ —Opinion of Westar’s Financial Advisor ” below. The full text of the written opinion of Guggenheim Securities is attached to this joint proxy statement/prospectus as Annex D .

Risks and Potentially Negative Factors

In addition to the above factors, the Westar Board also identified and considered a number of uncertainties, risks and other potentially negative factors in its consideration of the merger and the merger agreement, including without limitation:

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The Westar Board weighed these positive and negative factors, realizing that future results are uncertain, including any future results considered or expected in the factors noted above. In addition, many of the non-financial factors considered were highly subjective. As a result, in view of the number and variety of factors they considered, the Westar Board did not consider it practicable and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered. Rather, the Westar Board made its determination based on the totality of the information it considered. Individually, each director may have given greater or lesser weight to a particular factor or consideration.

The Westar Board believed that, overall, the potential benefits of the merger to Westar and its shareholders outweighed the risks that are mentioned above.

Opinion of Westar’s Financial Advisor

Overview

Pursuant to an engagement letter dated as of November 11, 2015, the Westar Board retained Guggenheim Securities to act as its financial advisor in connection with the potential sale of Westar. In selecting Guggenheim Securities as its financial advisor, the Westar Board considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the utility industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the May 29, 2016 meeting of the Westar Board, Guggenheim Securities delivered its oral opinion, which subsequently was confirmed in writing, to the effect that, as of May 29, 2016 and based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the

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review undertaken, the merger consideration was fair, from a financial point of view, to the holders of Westar common stock (excluding shares owned by Westar as treasury stock, shares owned by a wholly-owned subsidiary of Westar or shares owned directly or indirectly by Great Plains Energy or Merger Sub).

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex D to this joint proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion:

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

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With respect to the information used in arriving at its opinion, Guggenheim Securities notes that:

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Guggenheim Securities also notes certain other considerations with respect to its engagement and its opinion: