View:

Download DOC

Download PDF

Download XLS

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Great Plains Energy Incorporated

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

818 South Kansas Avenue Topeka, Kansas 66612		1200 Main Street Kansas City, Missouri 64105

MERGERS PROPOSED—YOUR VOTE IS VERY IMPORTANT

October 10, 2017

Dear Shareholders:

On behalf of the boards of directors and management teams of Great Plains Energy Incorporated (“Great Plains Energy”) and Westar Energy, Inc. (“Westar Energy”), we are pleased to enclose the joint proxy statement/prospectus relating to the merger of equals of Great Plains Energy and Westar Energy. Great Plains Energy and Westar Energy have entered into an amended and restated merger agreement providing for the combination of the two companies under a new holding company named Monarch Energy Holding, Inc. (“Monarch Energy”). The merger agreement amends and restates in its entirety the original merger agreement among Great Plains Energy, Westar Energy and GP Star, Inc., dated May 29, 2016. Under the merger agreement, (1) Great Plains Energy will merge with and into Monarch Energy, with Monarch Energy to continue as the surviving corporation, and (2) Westar Energy will merge with and into King Energy, Inc., a direct wholly-owned subsidiary of Monarch Energy, with Westar Energy to continue as the surviving corporation (such transactions are referred to collectively as the “mergers”). Upon completion of the mergers, Monarch Energy will be the direct parent of Westar Energy and of Great Plains Energy’s direct subsidiaries. We believe the mergers will create a strong combined company that will deliver important benefits to our shareholders, to our customers and to the communities we serve.

If the mergers are completed, (1) for each share of Great Plains Energy common stock held, Great Plains Energy shareholders will receive 0.5981 validly issued, fully paid and nonassessable shares of common stock, no par value, of Monarch Energy, and (2) for each share of Westar Energy common stock held, Westar Energy shareholders will receive one validly issued, fully paid and nonassessable share of common stock of Monarch Energy, as described in more detail in the enclosed joint proxy statement/prospectus under the heading “The Merger Agreement—Merger Consideration.”

Monarch Energy will apply to list its common stock on the New York Stock Exchange, and Great Plains Energy and Westar Energy will work together to agree on a new name and ticker symbol for Monarch Energy prior to the closing of the mergers.

Whether or not you plan to attend your company’s special meeting, please take the time to vote by following the instructions on your proxy card. The dates, times and locations of the special meetings are as follows:

Great Plains Energy:

Westar Energy:

Your vote is very important regardless of the number of shares you own. We cannot complete the mergers unless shareholders of both Great Plains Energy and Westar Energy approve certain proposals related to the mergers.

We urge you to read the enclosed joint proxy statement/prospectus, which includes important information about the mergers and our special meetings. In particular, see “Risk Factors” on pages 33 through 41 of the joint proxy statement/prospectus, which contains a description of risks that you should consider in evaluating the mergers.

For a discussion of the U.S. federal income tax consequences of the mergers, see “The Proposed Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 124 of the joint proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers described in the joint proxy statement/prospectus or the securities to be issued pursuant to the mergers under the joint proxy statement/prospectus or determined if the joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The enclosed joint proxy statement/prospectus is dated October 10, 2017 and is

first being mailed to shareholders of Great Plains Energy and Westar Energy on or about October 13, 2017.

Table of Contents

Great Plains Energy Incorporated

1200 Main Street

Kansas City, Missouri 64105

(816) 556-2200

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Your board of directors recommends that you vote FOR each of these proposals. Your attention is directed to the accompanying joint proxy statement/prospectus for a discussion of the mergers and the amended and restated merger agreement, as well as the matters that will be considered at the meeting.

Your vote is very important. The mergers cannot be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal. Approval of the Great Plains Energy Merger proposal requires approval by the affirmative vote of at least two-thirds of the outstanding shares of Great Plains Energy common stock. Approval of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal is not a condition to completion of the mergers. Approval of each of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal requires the affirmative vote of a majority of the shares of Great Plains Energy common stock represented (in person or by proxy) at the Great Plains Energy special meeting and entitled to vote on the proposal.

If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote your shares.

Please submit your proxy by accessing the Internet, by telephone or by completing, signing, dating and returning your signed proxy card(s) as soon as possible, so that your shares may be represented at the special meeting. You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying joint proxy statement/prospectus.

By Order of the Board of Directors,

Ellen E. Fairchild

Vice President, Chief Compliance Officer, and

Corporate Secretary

Kansas City, Missouri

October 10, 2017

The Great Plains Energy board of directors solicits the enclosed proxy. Your vote is important no matter how large or small your holdings. To assure your representation at the meeting, please complete, sign exactly as your name appears, date and promptly mail the enclosed proxy card in the postage-paid envelope provided or use one of the alternative voting options provided.

Table of Contents

Westar Energy, Inc.

818 South Kansas Avenue

Topeka, Kansas 66612

(785) 575-6300

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The mergers cannot be completed unless Westar Energy shareholders approve the Westar Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Westar Energy Merger proposal. Approval of each of the Westar Energy Merger-Related Compensation proposal and the Westar Energy Meeting Adjournment proposal is not required to complete the mergers.

The Westar Energy board of directors has approved the merger agreement and the transactions contemplated thereby and recommends that you vote FOR the Westar Energy Merger proposal and FOR the Westar Energy Merger-Related Compensation proposal. In addition, the Westar Energy board of directors recommends that you vote FOR the Westar Energy Meeting Adjournment proposal.

We request that you vote in advance whether or not you attend the special meeting. You may revoke your proxy at any time prior to the vote at the special meeting by notifying us in writing, voting your shares in person at the meeting, revoting through the website or telephone numbers referenced above or returning a later-dated proxy card.

By Order of the Board of Directors,

Larry D. Irick

Vice President, General Counsel and Corporate Secretary

Topeka, Kansas

October 10, 2017

The Westar Energy board of directors solicits the enclosed proxy. Your vote is important no matter how large or small your holdings. To assure your representation at the meeting, please complete, sign exactly as your name appears, date and promptly mail the enclosed proxy card in the postage-paid envelope provided or use one of the alternative voting options provided.

Table of Contents

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Great Plains Energy and Westar Energy from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of the documents incorporated by reference into this joint proxy statement/prospectus through the Securities and Exchange Commission (referred to as the “SEC”) website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

You also may obtain additional copies of this joint proxy statement/prospectus or the documents incorporated by reference into this joint proxy statement/prospectus by contacting Innisfree M&A Incorporated, Great Plains Energy’s proxy solicitor, or D.F. King & Co., Inc., Westar Energy’s proxy solicitor, at the addresses and telephone numbers listed below. You will not be charged for any of these documents that you request.

If you would like to request documents from Great Plains Energy, please do so by November 14, 2017 in order to receive them before the Great Plains Energy special meeting. If you would like to request documents from Westar Energy, please do so by November 7, 2017 in order to receive them before the Westar Energy special meeting.

See “Where You Can Find More Information” beginning on page 233 of this joint proxy statement/prospectus.

SUBMITTING PROXIES BY INTERNET, TELEPHONE OR MAIL

Great Plains Energy shareholders of record may submit their proxies:

Westar Energy shareholders of record may submit their proxies:

Table of Contents

Shareholders of Great Plains Energy and/or Westar Energy whose shares are held through a broker, nominee, fiduciary or other custodian (in “street name”) must provide their brokers with instructions on how to vote their shares; otherwise, their brokers will not vote their shares on any of the proposals before their special meeting. Shareholders should check the voting form provided by their brokers for instructions on how to vote their shares. For more information, see “Information About the Great Plains Energy Special Meeting and Vote—Broker Non-Votes” or “Information About the Westar Energy Special Meeting and Vote—Broker Non-Votes,” as applicable, in this joint proxy statement/prospectus.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

iii

Table of Contents

Annexes

Annex A—Amended and Restated Agreement and Plan of Merger

Annex B—Original Background of the Merger

Annex C—Missouri General and Business Corporation Law Dissenters’ Rights Statute

Annex D—Opinion of Goldman Sachs & Co. LLC

Annex E—Opinion of Lazard Frères & Co. LLC

Annex F—Opinion of Guggenheim Securities, LLC

iv

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

Q1: Why am I receiving this document?

A: This document is being delivered to you because you are a shareholder of Great Plains Energy Incorporated (referred to as “Great Plains Energy”), a shareholder of Westar Energy, Inc. (referred to as “Westar Energy”), or both, and Great Plains Energy and Westar Energy are each holding a special meeting in connection with the proposed mergers of (1) Great Plains Energy with and into Monarch Energy Holding, Inc. (referred to as “Monarch Energy”), with Monarch Energy continuing as the surviving corporation (referred to as the “Great Plains Energy merger”), and (2) King Energy, Inc. (referred to as “King Energy”) with and into Westar Energy, with Westar Energy continuing as the surviving corporation (referred to as the “Westar Energy merger”, together with the Great Plains Energy merger, the “mergers”). As a result of the mergers, Monarch Energy will be the direct parent of Westar Energy and of Great Plains Energy’s direct subsidiaries. After the mergers, the shareholders of Great Plains Energy and Westar Energy as of the effective time of the mergers will be the shareholders of Monarch Energy. Monarch Energy will be renamed to a yet-to-be determined name prior to or upon the completion of the mergers.

Great Plains Energy shareholders are being asked to approve at a special meeting:

The mergers cannot be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Great Plains Energy Merger proposal. Approval of each of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal is not required to complete the mergers.

Westar Energy shareholders are being asked to approve at a special meeting:

The mergers cannot be completed unless Westar Energy shareholders approve the Westar Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Westar Energy Merger proposal. Approval of each of the Westar Energy Merger-Related Compensation proposal and the Westar Energy Meeting Adjournment proposal is not required to complete the mergers.

This document is serving as both a joint proxy statement of Great Plains Energy and Westar Energy and a prospectus of Monarch Energy. It is a joint proxy statement because it is being used by each of the boards of

1

Table of Contents

directors of Great Plains Energy and Westar Energy (referred to, respectively, as the “Great Plains Energy Board” and the “Westar Energy Board”) to solicit proxies from their respective shareholders. It is a prospectus because Monarch Energy is offering shares of its common stock to Great Plains Energy’s and Westar Energy’s shareholders in exchange for shares of Great Plains Energy and Westar Energy common stock if the mergers are completed. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

Q2: What do I need to do now?

A: After you carefully read this joint proxy statement/prospectus, please respond by submitting your proxy by accessing the Internet, by telephone or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope(s), as soon as possible, so that your shares may be represented at your company’s special meeting. In order to assure that your vote is recorded, please vote your proxy as instructed on your proxy card(s) even if you currently plan to attend your meeting in person.

Q3: Why is my vote important?

A: For the Great Plains Energy Merger proposal, the affirmative vote of the holders of at least two-thirds of the outstanding common stock of Great Plains Energy entitled to vote at the Great Plains Energy special meeting is required to approve the merger agreement; thus, a failure to vote will have the same effect as a vote AGAINST the proposal. For the Westar Energy Merger proposal, a majority of the outstanding shares of Westar Energy common stock entitled to vote on such matter must approve such proposal; thus, a failure to vote will have the same effect as a vote AGAINST the proposal.

If you do not submit your proxy by accessing the Internet or by telephone or return your signed proxy card(s) by mail or vote in person at your meeting, it will be more difficult for Great Plains Energy and Westar Energy to obtain the necessary quorum to hold their respective special meetings and to obtain the shareholder approvals necessary for the completion of the mergers. For the Great Plains Energy special meeting, the presence, in person or by proxy, of holders of a majority of the outstanding shares entitled to vote constitutes a quorum for the transaction of business. For the Westar Energy special meeting, the holders of at least a majority of the total number of outstanding shares of Westar Energy common stock entitled to vote at the Westar Energy special meeting, excluding such shares as may be owned by Westar Energy, must be present in person or represented by proxy. If a quorum is not present at the Great Plains Energy special meeting or the Westar Energy special meeting, the shareholders of that company will not be able to take action on any of the proposals at that meeting.

Your vote is very important. Great Plains Energy and Westar Energy cannot complete the mergers unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal and Westar Energy shareholders approve the Westar Energy Merger proposal.

Q4: Why have Great Plains Energy and Westar Energy agreed to the mergers?

A: Great Plains Energy and Westar Energy believe that the mergers will provide substantial long-term strategic and financial benefits to their shareholders, customers and the communities they serve, including, among others:

2

Table of Contents

Additional information on the reasons for the mergers can be found beginning on page 79 for Great Plains Energy and beginning on page 102 for Westar Energy.

Q5: When do you expect the mergers to be completed?

A: Great Plains Energy and Westar Energy seek to complete the mergers as soon as reasonably practicable, subject to receipt of necessary regulatory approvals and the shareholder approvals, which are the subject of the Great Plains Energy and Westar Energy special meetings. Great Plains Energy and Westar Energy currently expect that the transaction will be completed in the first half of 2018. However, Great Plains Energy and Westar Energy cannot predict when regulatory reviews will be completed, whether regulatory or shareholder approvals will be received or the potential terms and conditions of any regulatory approval that is received. In addition, the satisfaction of certain other conditions to the mergers, some of which are outside of the control of Great Plains Energy and Westar Energy, could require the companies to complete the mergers later than expected or not to complete them at all. For a discussion of the conditions to the completion of the mergers and of the risks associated with obtaining regulatory approvals in connection with the mergers, see “The Merger Agreement—Conditions to the Mergers” beginning on page 168 and “The Proposed Mergers—Regulatory Matters Relating to the Mergers” beginning on page 127.

Q6: How will my proxy be voted?

A: If you vote by accessing the Internet, by telephone or by completing, signing, dating and returning your signed proxy card(s), your proxy will be voted in accordance with your instructions. If other matters are properly brought before the meetings, or any adjournment of the meetings, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares to act on those matters according to their best judgment.

Great Plains Energy. If you are a Great Plains Energy shareholder of record and submit your proxy but do not indicate how you want to vote, your shares will be voted FOR the Great Plains Energy Merger proposal, FOR the Great Plains Energy Merger-Related Compensation proposal and FOR the Great Plains Energy Meeting Adjournment proposal.

3

Table of Contents

Westar Energy. If you are a Westar Energy shareholder of record and submit your proxy but do not indicate how you want to vote, your shares will be voted FOR the Westar Energy Merger proposal, FOR the Westar Energy Merger-Related Compensation proposal and FOR the Westar Energy Meeting Adjournment proposal.

Q7: May I vote in person?

A: Yes. If you are a shareholder of record of Great Plains Energy common stock as of October 6, 2017, or of Westar Energy common stock as of October 6, 2017, you may attend your company’s special meeting and vote your shares in person. However, Great Plains Energy and Westar Energy highly recommend that you vote in advance by accessing the Internet, by telephone or by returning your signed proxy card(s) even if you plan to attend the meeting of your company.

Q8: What are the votes required to approve the proposals?

A: Great Plains Energy.

Westar Energy.

Q9: If I am a record holder of my shares, what happens if I abstain from voting or I don’t submit a proxy or attend the special meeting to vote in person?

A: Great Plains Energy.

4

Table of Contents

The mergers cannot be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Great Plains Energy Merger proposal. Approval of each of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal is not required to complete the mergers.

Westar Energy.

The mergers cannot be completed unless Westar Energy shareholders approve the Westar Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Westar Energy Merger proposal. Approval of each of the Westar Energy Merger-Related Compensation proposal and the Westar Energy Meeting Adjournment proposal is not required to complete the mergers.

Q10: How do the boards of directors of Great Plains Energy and Westar Energy recommend that I vote with respect to the proposed mergers?

A: The Great Plains Energy Board unanimously recommends that the shareholders of Great Plains Energy vote FOR the Great Plains Energy Merger proposal.

The Westar Energy Board unanimously recommends that the shareholders of Westar Energy vote FOR the Westar Energy Merger proposal.

Additional information on the recommendation of the Great Plains Energy Board and the recommendation of the Westar Energy Board is set forth in “The Proposed Mergers—Recommendations of the Great Plains Energy Board and its Reasons for the Mergers” beginning on page 79 and “The Proposed Mergers—Recommendations of the Westar Energy Board and its Reasons for the Mergers” beginning on page 102, respectively.

You should note that some Great Plains Energy directors and executive officers and some Westar Energy directors and executive officers have interests in the mergers as directors or officers that are different from, or in addition to, the interests of other Great Plains Energy shareholders or Westar Energy shareholders, respectively. Information relating to the interests of Great Plains Energy’s and Westar Energy’s directors and executive officers in the mergers is set forth in “Additional Interests of Great Plains Energy’s and Westar Energy’s Directors and Executive Officers in the Mergers” beginning on page 136.

Q11: Who else must approve the mergers?

A: Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to as the “HSR Act”), Great Plains Energy and Westar Energy may not complete the mergers until they have furnished certain information and materials to the Antitrust Division of the U.S. Department of Justice (referred to as the “DOJ”)

5

Table of Contents

and the U.S. Federal Trade Commission (referred to as the “FTC”) and the applicable waiting period has expired or been terminated. The completion of the mergers is also subject to receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission (referred to as “FERC”), the U.S. Nuclear Regulatory Commission (referred to as the “NRC”), the Kansas Corporation Commission (referred to as the “KCC”), the Missouri Public Service Commission (referred to as the “MPSC”) and the Federal Communications Commission (referred to as the “FCC”) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the mergers). The merger contemplated by the original merger agreement (referred to as the “proposed original merger”) was reviewed and cleared by the U.S. antitrust agencies and early termination of the waiting period was granted on October 21, 2016. However, that clearance is valid only through October 20, 2017, so Westar Energy and Great Plains Energy expect to refile under the HSR Act in connection with this proposed transaction.

Additional information regarding regulatory approvals required for completion of the mergers is set forth in “The Proposed Mergers—Regulatory Matters Relating to the Mergers” beginning on page 127.

Q12: What if my shares are held in “street name”?

A: If some or all of your shares of Great Plains Energy and/or Westar Energy are held in “street name” by your broker, bank, nominee, fiduciary or other custodian (for simplicity, referred to collectively as “broker”), you will receive instructions from your broker on how to vote your shares.

Under the listing requirements of the New York Stock Exchange (referred to as the “NYSE”), brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Accordingly, a “broker non-vote” occurs when the broker is not permitted to vote on an item without instruction from the beneficial owner of shares of common stock and the beneficial owner gives no instruction as to voting of the shares.

Great Plains Energy. Under NYSE rules, your broker does not have discretionary authority to vote your shares on any of the Great Plains Energy proposals. Therefore, if you are a Great Plains Energy shareholder and you do not instruct your broker on how to vote your shares:

Westar Energy. Under NYSE rules, your broker does not have discretionary authority to vote your shares on any of the Westar Energy proposals. Therefore, if you are a Westar Energy shareholder and you do not instruct your broker on how to vote your shares:

6

Table of Contents

See “Information About the Great Plains Energy Special Meeting and Vote—Broker Non-Votes” beginning on page 46, and “Information About the Westar Energy Special Meeting and Vote—Broker Non-Votes” beginning on page 54, for more detail on the impact of a broker non-vote.

As a result of the foregoing, please be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it offers Internet or telephone submission of proxies.

Q13: Who will count the votes?

A: For the Great Plains Energy proposals, Broadridge Financial Solutions, Inc. will serve as inspector of elections, count all of the proxies or ballots submitted and report the votes at the special meeting. Whether you vote your shares by accessing the Internet, telephone or mail, your vote will be received directly by Broadridge Financial Solutions, Inc.

For the Westar Energy proposals, Continental Stock Transfer & Trust Company will serve as inspector of elections, count all of the proxies or ballots submitted and report the votes at the special meeting. Whether you vote your shares by accessing the Internet, telephone or mail, your vote will be received directly by Continental Stock Transfer & Trust Company.

Q14: What does it mean if I receive more than one set of materials?

A: It is necessary for you to vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards you receive in order to vote all of the shares you own. If you receive multiple sets, this means you own shares of both Great Plains Energy and Westar Energy or you own shares of Great Plains Energy or Westar Energy that are registered under different names. For example, you may own some shares directly as a shareholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you may receive multiple sets of proxy materials. Each proxy card you receive will come with its own prepaid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

Q15: How do I vote if my shares are held in 401(k) plans?

A: If your Great Plains Energy shares are held in the Great Plains Energy 401(k) Savings 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 Great Plains Energy shares held in the Great Plains Energy 401(k) Savings Plan for which no voting instructions are received, the plan trustee will vote such shares in the same proportion as it votes plan shares with respect to which it has received voting instructions unless the plan trustee determines that to do so would be inconsistent with Title I of ERISA.

If your Westar Energy shares are held in the Westar Energy 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 Energy shares held in the Westar Energy 401(k) Plan for which no voting instructions are received, the plan trustee will not vote such shares.

Q16: Can I revoke my proxy and change my vote?

A: Yes. You have the right to revoke your proxy at any time prior to the time your shares are voted at your company’s special meeting. If you are a shareholder of record, your proxy can be revoked in several ways:

7

Table of Contents

However, if your shares are held in “street name,” you must check with your broker to determine how to revoke your proxy.

Q17: When and where are the special meetings?

A: The Great Plains Energy special meeting will take place on November 21, 2017, at 10:00 a.m., local time, at Great Plains Energy Incorporated, One Kansas City Place, 1200 Main Street, Kansas City, Missouri 64105. The Westar Energy special meeting will take place on November 21, 2017, at 10:00 a.m., local time, at Westar Energy, Inc., 818 S. Kansas Avenue, Topeka, Kansas 66612.

Q18: What must I bring to attend the special meetings?

A: If you are a record holder of Great Plains Energy common stock, admittance to the Great Plains Energy special meeting will require a government-issued photo identification, such as a driver’s license, state identification card or passport. Shareholders whose shares are held in “street name” should bring with them a legal proxy or a recent brokerage statement or letter from the street name holder confirming their beneficial ownership of shares, together with a valid picture identification. If your shares are registered in your name on the books kept by Great Plains Energy’s transfer agent or your shares are held as 401(k) plan shares, your admission ticket is part of your proxy card or may be printed from the Internet when you vote online. Attendance at the meeting will be limited to shareholders as of the record date and one guest per shareholder, and to guests of Great Plains Energy.

If you are a record holder of Westar Energy common stock, admittance to the Westar Energy special meeting will require the admission ticket that is attached to your proxy (or other proof of stock ownership). Shareholders whose shares are held in “street name” should bring with them a legal proxy or a recent brokerage statement or letter from the street name holder confirming their beneficial ownership of shares, together with a valid picture identification. If your shares are registered in your name on the books kept by Westar Energy’s transfer agent or your shares are held as 401(k) plan shares, your admission ticket is part of your proxy card. Attendance at the meeting will be limited to shareholders of record as of the record date and one guest per shareholder, and to guests of Westar Energy.

Q19: Should I send in my stock certificates now?

A: No. After the mergers are completed, the combined company will send former Great Plains Energy and Westar Energy shareholders written instructions for exchanging their stock certificates for shares of common stock to be issued in the mergers.

Q20: Are there risks I should consider in deciding how to vote on the proposals at my meeting?

A: Yes. In evaluating the proposals at the Great Plains Energy or Westar Energy special meeting, as applicable, you should carefully read this joint proxy statement/prospectus, including the factors discussed in the section entitled “Risk Factors” beginning on page 33 of this joint proxy statement/prospectus.

8

Table of Contents

Q21: Who can answer any questions I may have about the special meetings or the mergers?

A: Great Plains Energy shareholders may call Innisfree M&A Incorporated (referred to as “Innisfree”), Great Plains Energy’s proxy solicitor for the special meeting, toll-free at (877) 687-1875. Westar Energy shareholders may call D.F. King & Co., Inc., Westar Energy’s proxy solicitor for the special meeting, toll-free at (866) 745-0265.

Q22: What are the U.S. federal income tax consequences of the mergers to Great Plains Energy and Westar Energy shareholders?

A: As explained in more detail below, the mergers have been structured as non-recognition transactions such that the Westar Energy and Great Plains Energy shareholders generally should not recognize gain or loss for U.S. federal income tax purposes.

It is a condition to Westar Energy’s obligation to complete the Westar Energy merger that Westar Energy receive an opinion from Baker Botts L.L.P., dated as of the closing date, to the effect that the Westar Energy merger, taken together with the Great Plains Energy merger, will be treated as a transaction qualifying for non-recognition of gain and loss under Section 351 of the United States Internal Revenue Code of 1986, as amended (referred to as the “Code”), and/or that the Westar Energy merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Great Plains Energy’s obligation to complete the Great Plains Energy merger that Great Plains Energy receive an opinion from Bracewell LLP, dated as of the closing date, to the effect that the Great Plains Energy merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the mergers qualify for the intended tax treatment discussed above, a holder of Westar Energy common stock or Great Plains Energy common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Westar Energy common stock or Great Plains Energy common stock for shares of Monarch Energy common stock in the Westar Energy merger or the Great Plains Energy merger, respectively, except with respect to cash received by the shareholders in lieu of fractional shares. If any of the tax opinion representations and assumptions is incorrect, incomplete or false or is violated, the validity of the opinions described above may be affected and the tax consequences of the mergers could differ from those described in this joint proxy statement/prospectus.

Please carefully review the information set forth in the section entitled “The Proposed Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 124 for a discussion of the U.S. federal income tax consequences of the mergers. Holders are urged to consult their own tax advisors as to the specific tax consequences to them of the mergers.

Q23: Will Monarch Energy’s shares be traded on an exchange?

A: It is a condition to the completion of the mergers that the shares of common stock of Monarch Energy that will be issuable pursuant to the mergers are approved for listing on the NYSE. Monarch Energy intends to apply to list the shares of Monarch Energy common stock to be issued or reserved for issuance in connection with the mergers on the NYSE prior to the consummation of the mergers.

Q24: Do I have appraisal rights?

A: Under Missouri law, Great Plains Energy shareholders have appraisal rights in connection with the mergers if they have properly perfected such appraisal rights under Section 351.455.1 of the General Business and Corporation Law of Missouri (referred to as the “MGBCL”). Therefore, a shareholder of Great Plains Energy may elect to be paid for such shareholder’s shares in accordance with the procedures set forth in the MGBCL. The full text of Section 351.455 of the MGBCL is reprinted in its entirety as Annex C to this joint proxy statement/prospectus.

Under Kansas law, Westar Energy shareholders are not entitled to appraisal rights in connection with the mergers.

9

Table of Contents

Q25: Will the Monarch Energy and King Energy names exist after completion of the mergers?

A: No. Monarch Energy is expected to be renamed prior to completion of the mergers. King Energy will merge with and into Westar Energy, and the name of the surviving company will be “Westar Energy, Inc.”

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

20

Table of Contents

21

Table of Contents

22

Table of Contents

23

Table of Contents

24

Table of Contents

25

Table of Contents

26

Table of Contents

27

Table of Contents

28

Table of Contents

29

Table of Contents

30

Table of Contents

31

Table of Contents

32

Table of Contents

RISK FACTORS

In addition to the other information included or incorporated by reference in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 42, you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with the businesses of each of Great Plains Energy and Westar Energy because those risks also will affect the combined company. These risks can be found under the caption “Risk Factors” in Part I, Item 1A in the Annual Reports on Form 10-K for the fiscal year ended December 31, 2016, for each of Great Plains Energy and Westar Energy, as filed with the SEC on February 23, 2017 and February 22, 2017 (as amended on April 28, 2017), respectively, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, all of which are incorporated by reference into this joint proxy statement/prospectus. You also should read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 233.

The value of the shares of Monarch Energy common stock you receive upon the consummation of the mergers may be less than the value of your shares of Westar Energy common stock or Great Plains Energy common stock as of the date of the merger agreement, the date of this joint proxy statement/prospectus or the dates of the special meetings.

The exchange ratios in the Great Plains Energy merger and the Westar Energy merger are fixed and will not be adjusted in the event of any change in the stock prices of Great Plains Energy or Westar Energy prior to the mergers. There may be a significant amount of time between the dates when the shareholders of each of Great Plains Energy and Westar Energy vote on the merger agreement at the special meeting of each company and the date when the mergers are completed. The absolute and relative prices of shares of Great Plains Energy common stock and Westar Energy common stock may vary significantly between the date of this joint proxy statement/prospectus, the date of the meetings and the date of the completion of the mergers. These variations may be caused by, among other things, changes in the businesses, operations, results or prospects of Great Plains Energy or Westar Energy, market expectations of the likelihood that the mergers will be completed and the timing of completion, the prospects of post-merger operations, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Monarch Energy common stock to be received by Great Plains Energy and Westar Energy shareholders after the completion of the mergers. Accordingly, the prices of Great Plains Energy common stock and Westar Energy common stock on the date of this joint proxy statement/prospectus and on the date of the meetings may not be indicative of their prices immediately prior to completion of the mergers and the price of Monarch Energy common stock after the mergers are completed.

The ability of Great Plains Energy and Westar Energy to complete the mergers is subject to various closing conditions, including the receipt of approval of Great Plains Energy and Westar Energy shareholders and the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect Great Plains Energy or Westar Energy or cause the mergers to be abandoned. Failure to complete the mergers, or significant delays in completing the mergers, could negatively affect the trading prices of Great Plains Energy common stock and Westar Energy common stock and the future business and financial results of Great Plains Energy and Westar Energy.

To complete the mergers, Great Plains Energy and Westar Energy shareholders must vote to approve or adopt the merger agreement, including the plan of merger therein. In addition, (1) each of Great Plains Energy and Westar Energy must also make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities, (2) the registration statement for the shares of Monarch Energy common stock to be issued to Great Plains Energy and Westar Energy shareholders in the mergers must be declared effective by the SEC and the listing of such shares on the NYSE must be approved, (3) there cannot be

33

Table of Contents

any material adverse effect with respect to Great Plains Energy, Westar Energy and their respective subsidiaries, (4) there cannot be any laws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the mergers, (5) subject to certain materiality exceptions, the representations and warranties made by Great Plains Energy and Westar Energy, respectively, must be accurate and the parties must comply with their respective obligations under the merger agreement, (6) Great Plains Energy and Westar Energy must receive certain tax opinions, (7) there cannot be any shares of Great Plains Energy preference stock outstanding and (8) Great Plains Energy must have not less than $1.25 billion in cash or cash equivalents on its balance sheet at the effective time of the mergers. If the foregoing conditions are not satisfied or waived, one or both of Great Plains Energy or Westar Energy would not be required to complete the mergers.

Great Plains Energy and Westar Energy have not yet obtained the regulatory consents and approvals required to complete the mergers. Governmental or regulatory agencies could seek to block or challenge the mergers or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the mergers. Great Plains Energy and Westar Energy will be unable to complete the mergers until the waiting period under the HSR Act has expired or been terminated and the required governmental approvals have been received. Regulatory authorities may impose certain requirements or obligations as conditions for their approval. The merger agreement may require Great Plains Energy and/or Westar Energy to accept conditions from these regulators that could adversely impact the combined company. If the required governmental approvals are not received, or they are not received on terms that satisfy the conditions set forth in the merger agreement, then neither Great Plains Energy nor Westar Energy will be obligated to complete the mergers.

Great Plains Energy and Westar Energy believe that the mergers will receive the necessary antitrust clearance. However, there can be no assurance that a challenge to either of the mergers on antitrust grounds will not be made or, if such a challenge is made, of the result of such challenge.

Additionally, even after the statutory waiting period under the antitrust laws and even after completion of the mergers, governmental authorities could seek to block or challenge the mergers as they deem necessary or desirable in the public interest. In addition, in some jurisdictions, a private party could initiate an action under the antitrust laws challenging or seeking to enjoin the mergers, before or after they are completed. Great Plains Energy or Westar Energy may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The special meetings at which the Great Plains Energy shareholders and the Westar Energy shareholders will vote on the transactions contemplated by the merger agreement may take place before all such approvals have been obtained and, in cases where they have not been obtained, before the terms of any conditions to obtain such approvals that may be imposed are known. As a result, if shareholder approval of the transactions contemplated by the merger agreement is obtained at such meetings, Great Plains Energy and Westar Energy may make decisions after the meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further shareholder approval. Such actions could have an adverse effect on the combined company.

In addition, the merger agreement contains other customary closing conditions, which are described in “The Merger Agreement—Conditions to the Mergers” beginning on page 168 and which may not be satisfied or waived.

If Great Plains Energy and Westar Energy are unable to complete the mergers, or there is a significant delay in completing the mergers, Great Plains Energy and Westar Energy would be subject to a number of risks, including the following:

34

Table of Contents

We can provide no assurance that the various closing conditions will be satisfied and that the required governmental approvals and other approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the mergers. In addition, we can provide no assurance that these conditions will not result in the abandonment or delay of the mergers. The occurrence of any of these events individually or in combination could have a material adverse effect on the companies’ results of operations and the trading price of Great Plains Energy common stock or Westar Energy common stock.

The merger agreement contains provisions that limit Great Plains Energy’s or Westar Energy’s ability to pursue alternatives to the mergers, could discourage a potential acquirer of either Great Plains Energy or Westar Energy from making a favorable alternative transaction proposal and, in certain circumstances, could require Great Plains Energy or Westar Energy to pay a termination fee to the other party.

Under the merger agreement, Great Plains Energy and Westar Energy each are restricted from entering into alternative transactions. Unless and until the merger agreement is terminated, subject to specified exceptions (which are described in more detail in “The Merger Agreement—Termination; Termination Fees; Expenses” beginning on page 172), each party is restricted from soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with any person regarding, or cooperating in any way with any person with respect to, any alternative proposal or any inquiry or proposal that would reasonably be expected to lead to an alternative proposal. While either company’s board of directors is permitted to change its recommendation to shareholders prior to the applicable special meeting under certain circumstances, namely if such company is in receipt of a superior proposal or an intervening event has occurred, before either company’s board of directors changes its recommendation to shareholders in such circumstances, such company must, if requested by the other company, negotiate with the other company regarding potential amendments to the merger agreement. Great Plains Energy and Westar Energy each may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the provisions of the merger agreement restricting solicitation of alternative proposals and requiring payment of a termination fee in certain circumstances. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Great Plains Energy or Westar Energy from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher market value than the market value proposed to be received or realized in the mergers, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. As a result of these restrictions, neither Great Plains Energy nor Westar Energy may be able to enter into an agreement with respect to a more favorable alternative transaction without incurring potentially significant liability to the other.

35

Table of Contents

The merger agreement provides that in connection with the termination of the merger agreement under specified circumstances relating to a failure to obtain regulatory approvals, a final and nonappealable order enjoining the consummation of the mergers in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the merger agreement to consummate the closing of mergers once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar Energy a termination fee of $190 million. In addition, in the event that the merger agreement is terminated by Westar Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal or by Great Plains Energy as a result of Westar Energy’s board of directors changing its recommendation of the mergers prior to the Westar Energy shareholder approval having been obtained, Westar Energy may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the merger agreement is terminated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal or by Westar Energy as a result of Great Plains Energy’s board of directors changing its recommendation of the mergers prior to the Great Plains Energy shareholder approval having been obtained, Great Plains Energy may be required to pay Westar Energy a termination fee of $190 million. Additionally, if the merger agreement is terminated by either Great Plains Energy or Westar Energy as a result of the Great Plains Energy shareholders not approving the merger agreement, Great Plains Energy may be required to pay Westar Energy a termination fee of $80 million. The termination fees are described in more detail in “The Merger Agreement—Termination; Termination Fees; Expenses” beginning on page 172.

Great Plains Energy and Westar Energy will be subject to various uncertainties while the mergers are pending that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers and customers.

Uncertainty about the effect of the mergers on employees, suppliers and customers may have an adverse effect on Great Plains Energy and Westar Energy. These uncertainties may impair the ability of Great Plains Energy or Westar Energy to attract, retain and motivate key personnel until the mergers are completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with Great Plains Energy or Westar Energy to seek to change or terminate existing business relationships with Great Plains Energy or Westar Energy or not enter into new relationships or transactions.

Employee retention and recruitment may be particularly challenging prior to the completion of the mergers, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite Great Plains Energy’s and Westar Energy’s retention and recruiting efforts, key employees depart or fail to continue employment with either company because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Great Plains Energy’s and/or Westar Energy’s financial results could be adversely affected. Furthermore, the combined company’s operational and financial performance following the mergers could be adversely affected if it is unable to retain key employees and skilled workers of Great Plains Energy and Westar Energy. The loss of the services of key employees and skilled workers and their experience and knowledge regarding Great Plains Energy’s and Westar Energy’s businesses could adversely affect the combined company’s future operating results and the successful ongoing operation of its businesses.

Great Plains Energy and Westar Energy are subject to contractual restrictions in the merger agreement that may hinder their operations pending the mergers.

The merger agreement restricts each of Great Plains Energy and Westar Energy, without the other party’s consent, from making certain acquisitions and taking other specified actions until the mergers occur or the merger agreement terminates. These restrictions may prevent each of Great Plains Energy and Westar Energy from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the mergers or termination of the merger agreement. See the sections entitled “The Merger Agreement—Great Plains Energy’s Conduct of Business Before Completion of the Mergers” and “The Merger Agreement—Westar Energy’s Conduct of Business Before Completion of the Mergers” beginning on pages 154 and 156, respectively.

36

Table of Contents

Failure to successfully combine the businesses of Great Plains Energy and Westar Energy in the expected time frame or at all may adversely affect the future results of the combined company, and, consequently, the value of the Monarch Energy common stock that Great Plains Energy and Westar Energy shareholders receive as the merger consideration.

The success of the mergers will depend, in part, on the ability of the combined company to realize in a timely fashion the anticipated benefits and efficiencies from combining the businesses of Great Plains Energy and Westar Energy. The process of integration may reveal that benefits and efficiencies are less than anticipated and may result in additional expenses, all of which could reduce the anticipated benefits of the mergers.

Achieving the anticipated benefits of the mergers is subject to a number of uncertainties, including:

Failure to achieve the anticipated benefits and efficiencies from the mergers, or the occurrence of additional expenses, could have a material adverse impact on the results of operations of the combined company and its ability to pay dividends after closing. In turn, the market value of Monarch Energy common stock that Great Plains Energy and Westar Energy shareholders receive as part of the merger consideration could be adversely impacted.

Each of Great Plains Energy and Westar Energy will incur significant transaction and other merger-related costs in connection with the mergers.

Great Plains Energy and Westar Energy have incurred and expect to incur additional costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the mergers. Additional unanticipated costs also may be incurred in the integration of the businesses of Great Plains Energy and Westar Energy. Any net benefit from any anticipated elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term or at all. Transaction costs could have a material adverse impact on the results of operations of Great Plains Energy and Westar Energy, and the failure to achieve the anticipated benefits and efficiencies from the mergers, or the incurrence of additional expenses, could have a material adverse impact on the results of operations of the combined company and its ability to pay dividends after closing. In turn, the current market value of Great Plains Energy common stock or Westar Energy common stock, or the future market value of Monarch Energy common stock that Great Plains Energy and Westar Energy shareholders receive as part of the merger consideration, could be adversely impacted.

The combined company is expected to record a significant amount of goodwill as a result of the mergers, and such goodwill could become impaired in the future.

Accounting standards in the United States require that one party to the mergers be identified as the acquirer. In accordance with these standards, the mergers will be accounted for as an acquisition of Great Plains Energy common shares by Westar Energy and will follow the acquisition method of accounting for business

37

Table of Contents

combinations. The Great Plains Energy assets and liabilities will be consolidated with those of Westar Energy on Monarch Energy’s financial statements. The excess of the purchase price over the fair values of Great Plains Energy’s assets and liabilities will be recorded as goodwill.

Monarch Energy will be required to assess goodwill for impairment at least annually. To the extent goodwill becomes impaired, Monarch Energy may be required to incur material charges relating to such impairment. Such a potential impairment charge could have a material impact on Monarch Energy’s future operating results and statements of financial position.

Members of the management and the boards of directors of Great Plains Energy and Westar Energy have interests in the mergers that are different from, or in addition to, those of other shareholders and that could have influenced their decisions to support or approve the mergers.

In considering whether to approve the transactions contemplated by the merger agreement, Great Plains Energy shareholders and Westar Energy shareholders should recognize that some of the members of management and the boards of directors of Great Plains Energy and Westar Energy have interests in the mergers that differ from, or are in addition to, their interests as shareholders of Great Plains Energy and shareholders of Westar Energy. These interests include (1) their designation as Monarch Energy directors or executive officers, (2) the fact that completion of the mergers will result in the acceleration of vesting of equity-based awards held by certain members of management and directors and (3) the fact that certain members of management have entered into change of control agreements with Westar Energy or Great Plains Energy, as applicable, that will entitle them to cash payments and other benefits if the mergers are completed and their employment is terminated or if the executive terminates his or her employment with good reason as defined in the agreements. These interests are described further in “Additional Interests of Great Plains Energy’s and Westar Energy’s Directors and Executive Officers in the Mergers” beginning on page 136.

The unaudited pro forma condensed consolidated combined financial information and forward-looking financial information included in this joint proxy statement/prospectus are presented for illustrative purposes only and do not represent the actual financial position or results of operations of the combined company following the mergers.

The unaudited pro forma condensed consolidated combined financial information and forward-looking financial information contained in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of Great Plains Energy and Westar Energy prior to the mergers or that of the combined company following the mergers for several reasons. See the sections entitled “Selected Historical Consolidated Financial Data of Great Plains Energy” beginning on page 27, “Selected Historical Consolidated Financial Data of Westar Energy” beginning on page 28, “Selected Unaudited Pro Forma Condensed Consolidated Combined Financial Information” beginning on page 30, “The Proposed Mergers—Forward-Looking Financial Information” beginning on page 120 and “Monarch Energy Unaudited Pro Forma Condensed Consolidated Combined Financial Information” beginning on page 179. The actual financial positions and results of operations of Great Plains Energy and Westar Energy prior to the mergers and those of the combined company following the mergers may not be consistent with, or evident from, the unaudited pro forma condensed consolidated combined financial information and forward-looking financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed consolidated combined financial information and forward-looking financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors.

38

Table of Contents

The fairness opinions rendered to the boards of directors of Great Plains Energy and Westar Energy by their respective financial advisors were based on the respective financial analyses they performed, which considered factors such as market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their respective opinions. As a result, these opinions do not reflect changes in events or circumstances after the date of these opinions. Great Plains Energy and Westar Energy have not obtained, and do not expect to obtain, updated fairness opinions from their respective financial advisors reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

The fairness opinions rendered to the Great Plains Energy Board by Goldman Sachs and Lazard and the fairness opinion rendered to the Westar Energy Board by Guggenheim Securities were provided in connection with, and at the time of, the boards of directors’ respective evaluation of the mergers. These opinions were based on the respective financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their respective opinions, which may have changed, or may change, after the date of the opinions. Great Plains Energy and Westar Energy have not obtained updated opinions as of the date of this joint proxy statement/prospectus from their respective financial advisors, and they do not expect to obtain updated opinions prior to completion of the mergers. Changes in the operations and prospects of Great Plains Energy or Westar Energy, general market and economic conditions and other factors that may be beyond the control of Great Plains Energy and Westar Energy, and on which the fairness opinions were based, may have altered the enterprise value of Great Plains Energy or Westar Energy or the market prices of shares of Great Plains Energy common stock or shares of Westar Energy common stock since the dates of such opinions, or may alter such enterprise values and prices by the time the mergers are completed. The opinions do not speak as of any date other than the dates of those opinions. For a description of the opinions that Great Plains Energy and Westar Energy received from their respective financial advisors, please refer to “The Proposed Mergers—Opinions of Great Plains Energy’s Financial Advisors” and “The Proposed Mergers—Opinion of Westar Energy’s Financial Advisor” beginning on pages 84 and 105, respectively.

The shares of Monarch Energy common stock to be received by Westar Energy shareholders as a result of the mergers will have different rights from shares of Westar Energy common stock.

Following completion of the mergers, Westar Energy shareholders will no longer be shareholders of Westar Energy but will instead be shareholders of Monarch Energy. Monarch Energy is incorporated in Missouri, and is consequently subject to Missouri corporate law, while Westar Energy is incorporated in Kansas and is thus subject to Kansas corporate law. There are important differences between the rights of Westar Energy shareholders and the rights of Monarch Energy shareholders under applicable law and the organizational documents for each entity. See “Comparison of Shareholders’ Rights” beginning on page 192 for a discussion of the different rights associated with Monarch Energy common stock and Westar Energy common stock.

Great Plains Energy shareholders will have substantially similar rights as Monarch Energy shareholders under applicable law and the organizational documents for each entity.

Each of Westar Energy and Great Plains Energy and their respective subsidiaries has substantial amounts of indebtedness. Consequently, the combined company will have substantial indebtedness following the mergers. As a result, it may be difficult for the combined company to pay or refinance its debts or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.

The combined company’s debt service obligations with respect to this indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.

The combined company’s indebtedness could also have important consequences to holders of Monarch Energy common stock. For example, it could:

39

Table of Contents

There can be no assurance that the combined company will be able to repay or refinance such borrowings and obligations.

The mergers may not be accretive to Great Plains Energy’s or Westar Energy’s earnings and may cause dilution to Great Plains Energy’s or Westar Energy’s earnings per share, which may negatively affect the current market price of Great Plains Energy common stock or Westar Energy common stock, or the future market price of Monarch Energy common stock.

Great Plains Energy currently anticipates that the mergers will be accretive to Great Plains Energy’s forecasted earnings per share on a standalone basis, and Westar Energy currently anticipates that the mergers will be accretive to Westar Energy’s forecasted earnings per share on a standalone basis beginning in the first full calendar year after closing, excluding costs to achieve expected synergies. These expectations are based on preliminary estimates, including with respect to the anticipated timing, amount and price of Monarch Energy common stock repurchases following the closing of the mergers, any of which may prove to be incorrect or may change materially. Great Plains Energy and Westar Energy may encounter additional transaction and integration-related costs other than those they currently anticipate, may fail to realize all of the benefits anticipated in the mergers or may be subject to other factors that affect preliminary estimates or the ability of either company to realize operational efficiencies. Any of these factors could cause a decrease in Great Plains Energy’s and Westar Energy’s earnings per share, or negatively affect the current market price of Great Plains Energy common stock or Westar Energy common stock or the future market price of Monarch Energy common stock

Great Plains Energy and Westar Energy have structured the mergers to qualify as non-taxable transactions. However, no ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the mergers and, if the IRS successfully challenges the structure of the mergers, shareholders may incur taxes on any deemed gains.

It is a condition to Westar Energy’s obligation to complete the Westar Energy merger that Westar Energy receive an opinion from Baker Botts L.L.P., dated as of the closing date, to the effect that the Westar Energy merger, taken together with the Great Plains Energy merger, will be treated as a transaction qualifying for non-recognition of gain and loss under Section 351 of the Code and/or that the Westar Energy merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Great Plains Energy’s obligation to complete the Great Plains Energy merger that Great Plains Energy receive an opinion from Bracewell LLP, dated as of the closing date, to the effect that the Great Plain Energy merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, no ruling has been or will be sought from the U.S. Internal Revenue Service (referred to as the “IRS”) as to the U.S. federal income tax consequences of the mergers. There can be no assurance that the IRS will not successfully challenge the intended tax treatment of the mergers. In addition, these opinions will be based on certain tax opinion representations and assumptions (as defined in the section entitled “The Proposed Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 124). If any of the tax opinion representations and assumptions is incorrect, incomplete or false, or is violated, the validity of the opinions described above may be affected and the tax consequences of the mergers could differ from those described in this joint proxy statement/prospectus.

40

Table of Contents

Each Westar Energy shareholder and each Great Plains Energy shareholder should read the discussion under “The Proposed Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” and should consult its own tax advisor for a full understanding of the tax consequences of the mergers to such shareholder.

Any litigation filed against Westar Energy or Great Plains Energy in connection with the mergers could result in an injunction preventing the consummation of the mergers or may adversely affect the combined company’s business, financial condition or results of operations following the mergers.

Following the announcement of the original merger agreement, two putative class action lawsuits were filed and later amended in the District Court of Shawnee County, Kansas, against Westar Energy, the members of the Westar Energy Board and Great Plains Energy, alleging breaches of various fiduciary duties by the members of the Westar Energy Board and alleging that Westar Energy and Great Plains Energy aided and abetted such alleged breaches of fiduciary duties. In addition, a putative shareholder derivative action was filed in the District Court of Shawnee County, Kansas, against the members of the Westar Energy Board, Great Plains Energy and King Energy, with Westar Energy named as a nominal defendant, alleging breaches of various fiduciary duties by members of the Westar Energy Board and alleging that Great Plains Energy and King Energy aided and abetted such alleged breaches of fiduciary duties. The lead plaintiff in the class action litigation has filed an unopposed motion for leave to amend her petition to seek, among other relief, an injunction enjoining the Westar Energy merger. The derivative plaintiff has withdrawn his action without prejudice to refile. The defense or settlement of any lawsuit or claim that remains unresolved at the time the mergers close may adversely affect the combined company’s business, financial condition or results of operation. See “The Proposed Mergers—Litigation Relating to the Mergers” beginning on page 134 for more detail.

The market price of Monarch Energy’s common stock may be volatile and may be affected by factors that are different from the factors affecting the market price of shares of common stock of Great Plains Energy and Westar Energy.

The market price of Monarch Energy’s common stock may be volatile. Shares of common stock of Monarch Energy will first trade on the NYSE following closing of the mergers. Some of the factors that could affect the price of Monarch Energy’s common stock are increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, the ability of Monarch Energy to implement its integration strategy and to realize the expected synergies and other benefits from the mergers and speculation in the press or investment community about Monarch Energy’s financial condition or results of operations. Factors that impact the market price of shares of common stock of Great Plains Energy and Westar Energy may impact the market price of shares of common stock of Monarch Energy in a different manner. General market conditions and U.S. economic factors and political events unrelated to the performance of Monarch Energy also may affect its stock price. For these reasons, investors should not rely on recent trends in the price of Great Plains Energy’s or Westar Energy’s common stock to predict the future price of Monarch Energy’s common stock or its financial results.

Both Great Plains Energy shareholders and Westar Energy shareholders will have a reduced ownership and voting interest after the mergers and will exercise less influence over management.

After the completion of the mergers, we anticipate that Great Plains Energy shareholders and Westar Energy shareholders will hold approximately 47.5 percent and 52.5 percent, respectively, of the shares of Monarch Energy common stock then issued and outstanding. Consequently, Great Plains Energy shareholders, as a group, and Westar Energy shareholders, as a group, will each have reduced ownership and voting power in the combined company compared to their ownership and voting power in Great Plains Energy and Westar Energy, respectively. As a result of the reduced ownership percentages, current Great Plains Energy shareholders and current Westar Energy shareholders will have less influence on the management and policies of Monarch Energy than they had with Great Plains Energy and Westar Energy, respectively.

41

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents that are incorporated into this joint proxy statement/prospectus by reference may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words. These include, but are not limited to, information presented under “The Proposed Mergers—Forward-Looking Financial Information” and statements relating to the expected timetable for completing the mergers, benefits of the mergers, future opportunities for Monarch Energy after the mergers, future financial performance and any other statements regarding Great Plains Energy’s, Westar Energy’s and Monarch Energy’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance. Those statements represent Great Plains Energy’s, Westar Energy’s and Monarch Energy’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside the control of Great Plains Energy, Westar Energy and Monarch Energy and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described under “Risk Factors,” those factors include:

Any forward-looking statements should be considered in light of such important factors. You should not place undue reliance on any forward-looking statement, which speaks only as of the date on which such statement is made or in the case of the statements incorporated by reference, as of the date of the document incorporated by reference. Great Plains Energy, Westar Energy and Monarch Energy do not undertake any obligation to update any such statement to reflect subsequent circumstances or events except as required by law.

42

Table of Contents

THE COMPANIES

Great Plains Energy Incorporated

Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of and equity interests in its subsidiaries. Great Plains Energy’s wholly-owned direct subsidiaries with significant operations are as follows:

Great Plains Energy’s sole reportable business segment is electric utility. The electric utility segment consists of KCP&L, a regulated utility, GMO’s regulated utility operations and GMO Receivables Company. Electric utility has approximately 3,600 circuit miles of transmission lines, 15,600 circuit miles of overhead distribution lines and 7,100 circuit miles of underground distribution lines in Missouri and Kansas. Customers include approximately 759,400 residences, 100,400 commercial firms and 2,600 industrials, municipalities and other electric utilities. Great Plains Energy has approximately 7,500 MW of electric generation capacity fueled by wind, coal, uranium, natural gas, hydroelectric, solar and landfill gas. Electric utility’s retail revenues averaged approximately 91 percent of its total operating revenues over the last three years. Wholesale firm power, bulk power sales and miscellaneous electric revenues accounted for the remainder of electric utility’s revenues. Electric utility is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Electric utility’s total electric revenues were 100 percent of Great Plains Energy’s revenues over the last three years. Electric utility’s net income accounted for approximately 101 percent, 105 percent and 100 percent of Great Plains Energy’s net income in 2016, 2015 and 2014, respectively.

Westar Energy, Inc.

Headquartered in Topeka, Kansas, Westar Energy is the largest electric utility in Kansas. For more than a century, Westar Energy has provided Kansans the safe, reliable electricity needed to power their businesses and homes. Westar Energy provides electric generation, transmission and distribution services to approximately 708,000 customers in Kansas and operates and coordinates 35,000 miles of transmission and distribution lines. Westar Energy has approximately 7,800 MW of electric generation capacity fueled by wind, coal, uranium, natural gas and landfill gas. Westar Energy also is a leader in electric transmission in Kansas, coordinating a network of lines and substations that support one of the largest consolidations of wind energy in the nation.

Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company, Westar Energy’s wholly-owned subsidiary, provides these services in south-central and southeastern Kansas, including the city of Wichita.

Monarch Energy Holding, Inc.

Monarch Energy is a Missouri corporation and a direct wholly-owned subsidiary of Great Plains Energy. Monarch Energy was organized in June 2017 solely for the purpose of effecting the mergers. Pursuant to the

43

Table of Contents

merger agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Monarch Energy, with Monarch Energy to continue as the surviving corporation in the Great Plains Energy merger. Monarch Energy will be renamed to a yet-to-be determined name prior to or upon completion of the mergers.

King Energy, Inc.

King Energy is a Kansas corporation and a direct wholly-owned subsidiary of Monarch Energy. King Energy was organized in June 2017 solely for the purpose of effecting the mergers. Pursuant to the merger agreement, subject to the satisfaction or waiver of certain conditions, King Energy will merge with and into Westar Energy, with Westar Energy to continue as the surviving corporation in the Westar Energy merger.

44

Table of Contents

INFORMATION ABOUT THE GREAT PLAINS ENERGY SPECIAL MEETING AND VOTE

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 special meeting of Great Plains Energy’s shareholders. Great Plains Energy is first mailing this joint proxy statement/prospectus and accompanying proxy card to Great Plains Energy shareholders on or about October 13, 2017.

Date, Time and Place of Great Plains Energy Special Meeting

The Great Plains Energy special meeting will take place on November 21, 2017, at 10:00 a.m., local time, at Great Plains Energy Incorporated, One Kansas City Place, 1200 Main Street, Kansas City, Missouri, 64105.

Matters to be Considered

The following matters will be considered at the meeting:

The mergers cannot be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Great Plains Energy Merger proposal. Approval of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal is not required to complete the mergers.

Great Plains Energy Record Date; Quorum; and Voting Rights

The Great Plains Energy Board has fixed the close of business on October 6, 2017 as the record date for determination of shareholders entitled to notice of and to vote at the Great Plains Energy special meeting or at any adjournment or postponement of the meeting. Only holders of record at the close of business on the record date are entitled to vote at the Great Plains Energy special meeting.

A quorum is the number of shares that must be represented at a meeting to lawfully conduct business. The presence, in person or by proxy, of holders of a majority of the outstanding shares entitled to vote constitutes a quorum for the transaction of business. As of October 6, 2017, a total of 215,660,691 shares of Great Plains Energy common stock were outstanding. Great Plains Energy does not expect the number of shares of Great Plains Energy common stock outstanding on the record date to differ significantly from this number. Great Plains Energy will file a Form 8-K with the SEC to disclose the actual number of shares outstanding on the record date. Abstentions will be included in the calculation of the number of shares considered to be present at the Great Plains Energy special meeting for purposes of determining a quorum. Broker non-votes will not be counted for the purpose of determining a quorum at the meeting.

Each shareholder is entitled to one vote at the Great Plains Energy special meeting for each share of Great Plains Energy common stock held by such shareholder at the close of business on the record date.

45

Table of Contents

A complete list of shareholders entitled to vote at the Great Plains Energy special meeting will be available for examination by any Great Plains Energy shareholder between the hours of 9:00 a.m. and 5:00 p.m., local time, at Great Plains Energy’s headquarters, 1200 Main Street, Kansas City, Missouri 64105, for a period of 10 days before the Great Plains Energy special meeting and at the time and place of the Great Plains Energy special meeting.

Required Vote

The mergers cannot be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Great Plains Energy Merger proposal. Approval of the Great Plains Energy Merger-Related Compensation proposal and the Great Plains Energy Meeting Adjournment proposal is not required to complete the mergers.

Broker Non-Votes

Under the listing requirements of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Accordingly, a broker non-vote occurs when the broker is not permitted to vote on an item without instruction from the beneficial owner of shares of common stock and the beneficial owner gives no instruction as to voting of the shares.

Under NYSE rules, your broker does not have discretionary authority to vote your shares on any of the proposals. Therefore, if you are a Great Plains Energy shareholder and you do not instruct your broker on how to vote your shares:

Abstentions; Not Voting

46

Table of Contents

Appraisal Rights

Under Section 351.455 of the MGBCL, any holder of Great Plains Energy common stock who does not wish to accept the per share consideration may dissent from the merger and elect to have the fair value of such shareholder’s shares of Great Plains Energy common stock (exclusive of any element of value arising from the accomplishment or expectation of the merger) judicially determined and paid to such shareholder in cash, together with a fair rate of interest, if any, provided that such shareholder complies with the provisions of Section 351.455.1.

Any holder of Great Plains Energy common stock as registered in the records of Great Plains Energy, as of the meeting record date, intending to exercise appraisal rights, among other things, must (1) file with Great Plains Energy a written objection to the merger prior to or at the Great Plains Energy special meeting, (2) not vote in favor of the Great Plains Energy Merger proposal, (3) make a written demand on Great Plains Energy within 20 days after the effective time of the mergers for payment of the fair value of his, her or its shares as of the day before the date on which the vote was taken approving the Great Plains Energy Merger proposal and (4) otherwise strictly comply with all of the procedures required by Missouri law. The full text of Section 351.455 of the MGBCL is included as Annex C to this joint proxy statement/prospectus. You are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions may result in the waiver of, or inability to exercise, the right of appraisal. Great Plains Energy shareholders who vote “FOR” the Great Plains Energy Merger proposal will waive their appraisal rights, unless they revoke their proxies, if revocable, prior to the Great Plains Energy special meeting and otherwise comply with Section 351.455.1 of the MGBCL.

Under section 351.455.3 of the MGBCL, where a plan of merger or consolidation is submitted to a vote at a meeting of shareholders, notice stating the purpose for which the meeting is called must be given to each shareholder owning stock as of the record date for the meeting, whether or not such shareholder is entitled to vote.

THIS JOINT PROXY STATEMENT/PROSPECTUS SHALL CONSTITUTE SUCH NOTICE, AND THE FULL TEXT OF SECTION 351.455 IS REPRINTED IN ITS ENTIRETY AS ANNEX C 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 C. ANY GREAT PLAINS ENERGY SHAREHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS OR HER RIGHT TO DO SO SHOULD REVIEW ANNEX C 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.

47

Table of Contents

A Great Plains Energy shareholder of record will be deemed a dissenting shareholder and entitled to appraisal and payment of the fair value of his, her or its shares under Section 351.455 of the MGBCL if such shareholder:

Only a record holder of shares of Great Plains Energy common stock as of the meeting record date is entitled to assert appraisal rights for the shares of Great Plains Energy common stock registered in that holder’s name. A shareholder who elects to exercise appraisal rights pursuant to Section 351.455 should mail or deliver a written demand to:

Great Plains Energy Incorporated

1200 Main Street

Kansas City, Missouri 64105

Attn: Corporate Secretary

Any shareholder who (1) fails to file a written objection to the merger agreement prior to or at the Great Plains Energy special meeting, (2) votes in favor of the Great Plains Energy Merger proposal or (3) fails to make a written demand for payment within the 20 day period after the effective time of the mergers will be conclusively presumed to have consented to the merger agreement and will be bound by the terms thereof. Any such shareholder will not be deemed a dissenting shareholder, will forfeit his, her or its appraisal rights, and will be entitled to receive the Great Plains Energy merger consideration for his, her or its shares.

If, within 30 days after the effective time of the merger, the fair value of the dissenting shareholder’s shares of Great Plains Energy common stock is agreed upon between the dissenting shareholder and Monarch Energy, the surviving corporation, then payment for such shares must be made by the surviving corporation within 90 days after the effective time of the merger, upon the surrender of the dissenting shareholder’s stock certificates representing such shareholder’s shares, in the case of certificated shares. Upon payment of the agreed value, the dissenting shareholder will cease to have any interest in the shares or in the surviving corporation.

If, within 30 days after the effective time of the merger, there is no such agreement as to the fair value of the dissenting shareholder’s shares of Great Plains Energy common stock between the dissenting shareholder and the surviving corporation, then the dissenting shareholder may, within 60 days after the expiration of the 30-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the surviving corporation is situated, asking for a finding and determination of the fair value such shareholder’s

48

Table of Contents

shares as of the day prior to the Great Plains Energy special meeting. The dissenting shareholder will be entitled to judgment against the surviving corporation for an amount equal to the fair value of such shareholder’s shares measured as of the day prior to the Great Plains Energy special meeting, together with interest thereon to the date of the judgment. Great Plains Energy shareholders should be aware that the fair value of their shares as determined under Section 351.455 of the MGBCL may be more than, the same as or less than the value of the consideration they would receive pursuant to the merger agreement if they do not seek appraisal of their shares. Great Plains Energy shareholders should also be aware that opinions, if any, of investment banking firms (including Great Plains Energy’s financial advisors) as to the fairness of the mergers from a financial point of view are not necessarily opinions as to “fair value” under the MGBCL.

In the case of certificated shares of Great Plains Energy common stock, the judgment will only be payable upon and simultaneously with the surrender to the surviving corporation of the stock certificates representing the shares of Great Plains Energy common stock owned by the dissenting shareholder. Upon payment of the judgment, the shareholder will cease to have any interest in the shares or in the surviving corporation. Further, unless the dissenting shareholder files the petition with the court within any of the time limits described above, such shareholder and all persons claiming under such shareholder shall be conclusively presumed to have approved or ratified the merger and shall be bound by the terms thereof. The right of a dissenting shareholder to be paid the fair value of such shareholder’s shares as provided above ceases if and when Great Plains Energy abandons the mergers.

Great Plains Energy does not intend to object, assuming the proper procedures are followed and the shareholder qualifies under the statute, to any shareholders’ demand for payment of the fair value of his, her or its shares. Great Plains Energy intends, however, to argue in any discussions or negotiations with dissenting shareholders or in any court proceeding that, for such purposes, the fair value of each share is less than or equal to the per share Great Plains Energy merger consideration.

To be effective, a written objection to the merger agreement and a demand for appraisal by a holder of Great Plains Energy common stock must be made by, or in the name of, the person in whose name shares are registered in the records of Great Plains Energy. The written objection and demand cannot be made by the beneficial holder, or “street name” holder, if he, she or it does not also hold shares of Great Plains Energy common stock registered in his, her or its name in the records of Great Plains Energy. The “street name” holder must, in such cases, have the registered owner, such as the broker, bank, trust or other nominee, submit the required written objection and demand in respect of those shares of stock. If you hold your shares of Great Plains Energy common stock in a brokerage account or through another nominee, such as a bank or trust, and you wish to be deemed a dissenting shareholder and exercise appraisal rights, you should consult with your broker, bank, trust or other nominee to determine the appropriate procedures for filing a written objection to the merger agreement and making a demand for appraisal. Please contact your broker, bank, trust or other nominee for further information.

Under Missouri law, dissenting shareholder and appraisal rights are your exclusive remedy as to the merger, except in the case of fraud or lack of authorization for the Merger.

IN VIEW OF THE COMPLEXITY OF SECTION 351.455 OF THE MGBCL, GREAT PLAINS ENERGY SHAREHOLDERS WHO MAY WISH TO DISSENT FROM THE MERGER AND PURSUE APPRAISAL RIGHTS SHOULD CONSULT THEIR LEGAL ADVISORS BEFORE ATTEMPTING TO EXERCISE THESE RIGHTS. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 351.455 OF THE MGBCL, SECTION 351.455 OF THE MGBCL SHALL GOVERN.

Shares Beneficially Owned by Great Plains Energy Directors and Officers

Great Plains Energy’s directors and executive officers beneficially owned 601,936 shares of Great Plains Energy common stock on July 9, 2017. These shares represented in total less than one percent of the total voting

49

Table of Contents

power of Great Plains Energy’s voting securities outstanding as of such date. Great Plains Energy currently expects that Great Plains Energy’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

Shareholders of record may vote:

Internet and telephone voting are available 24 hours a day. If you are the record holder of your Great Plains Energy shares or your Great Plains Energy shares are held in street name, then Internet and telephone voting will be accessible until 11:59 p.m., Eastern Time, on November 20, 2017.

Shareholders of Great Plains Energy who hold their shares in “street name” should refer to the proxy card or other information forwarded by their broker for instructions on how to vote their shares.

Great Plains Energy recommends you submit your proxy even if you plan to attend the special meeting. If you attend the special meeting, you may vote by ballot, thereby canceling any proxy previously submitted. If you properly give your proxy and submit it to Great Plains Energy in time to vote, one of the individuals named as your proxy will vote your shares as you have directed. You may vote for or against the proposals or abstain from voting.

If you are a shareholder of record and submit your proxy but do not make specific choices, your proxy will follow the Great Plains Energy Board’s recommendations and your shares will be voted:

Attending the Special Meeting

If you are a record holder of Great Plains Energy common stock, admittance to the Great Plains Energy special meeting will require a government-issued photo identification, such as a driver’s license, state identification card or passport. Shareholders whose shares are held in “street name” should bring with them a legal proxy or a recent brokerage statement or letter from the street name holder confirming their beneficial ownership of shares, together with a valid picture identification. If your shares are registered in your name on the books kept by Great Plains Energy’s transfer agent or your shares are held as 401(k) plan shares, your admission ticket is part of your proxy card or may be printed from the Internet when you vote online. Attendance at the meeting will be limited to shareholders as of the record date and one guest per shareholder, and to guests of Great Plains Energy.

50

Table of Contents

Revocation of Proxies

You have the right to revoke your proxy at any time prior to the time your shares are voted at the special meeting. If you are a shareholder of record, your proxy can be revoked in several ways:

However, if your shares are held in “street name,” you must check with your broker to determine how to revoke your proxy.

Shares Held in Great Plains Energy 401(k) Savings Plan

If your Great Plains Energy shares are held in the Great Plains Energy Incorporated 401(k) Savings 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.

Solicitation of Proxies

Great Plains Energy will pay the costs of soliciting proxies from Great Plains Energy shareholders. In addition to this mailing, proxies may be solicited by directors, officers or employees of Great Plains Energy in person, by telephone or electronic transmission. None of the directors, officers or employees will be directly compensated for such services. Great Plains Energy has retained Innisfree to assist in the distribution and solicitation of proxies. Great Plains Energy will pay Innisfree a fee of $35,000 plus reasonable expenses, for these services.

The extent to which these proxy soliciting efforts will be necessary depends upon how promptly proxies are submitted. You should submit your proxy without delay by accessing the Internet, by telephone or by mail. Great Plains Energy also reimburses brokers, nominees, fiduciaries or other custodians for their expenses in sending these materials to you and getting your voting instructions.

Other Business; Adjournments

Great Plains Energy is not currently aware of any other business to be acted upon at the Great Plains Energy special meeting. If, however, other matters are properly brought before the special meeting, or any adjourned meeting, your proxies include discretionary authority on the part of the individuals appointed to vote your shares to act on those matters according to their best judgment.

An adjournment may be made from time to time by the affirmative vote of the holders of a majority of the voting shares represented at the Great Plains Energy special meeting in person or by proxy, the board of directors or the chairman of the meeting, whether or not a quorum is present, without further notice other than by announcement at the meeting, to a specified date not longer than 90 days after such adjournment.

51

Table of Contents

Great Plains Energy Shareholder Account Maintenance

Great Plains Energy’s transfer agent is Computershare Trust Company, N.A. (referred to as “Computershare”). All communications concerning accounts of Great Plains Energy 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 Computershare, toll-free at (866) 239-8177. For other information about Great Plains Energy, Great Plains Energy shareholders can visit Great Plains Energy’s web site at www.greatplainsenergy.com. Information on Great Plains Energy’s website does not constitute part of this joint proxy statement/prospectus.

52

Table of Contents

INFORMATION ABOUT THE WESTAR ENERGY SPECIAL MEETING AND VOTE

The Westar Energy Board is using this joint proxy statement/prospectus to solicit proxies from the holders of Westar Energy common stock for use at the special meeting of Westar Energy’s shareholders. Westar Energy is first mailing this joint proxy statement/prospectus and accompanying proxy card to Westar Energy shareholders on or about October 13, 2017.

Date, Time and Place of Westar Energy Special Meeting

The Westar Energy special meeting will take place on November 21, 2017, at 10:00 a.m., local time, at Westar Energy, Inc., 818 S. Kansas Avenue, Topeka, Kansas 66612.

Matters to be Considered

At the special meeting, Westar Energy shareholders will be asked to:

The mergers cannot be completed unless Westar Energy shareholders approve the Westar Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Westar Energy Merger proposal. Approval of the Westar Energy Merger-Related Compensation proposal and the Westar Energy Meeting Adjournment proposal is not required to complete the mergers.

When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth on the proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, we ask that you instruct the proxies how to vote your shares in advance of the meeting just in case your plans change.

If you have not already done so, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy card.

You must present a government-issued photo identification at the door in order to attend Westar Energy’s special meeting. Each shareholder may be accompanied by one guest.

If you hold your shares in “street name” through an intermediary, such as a bank, brokerage firm or other nominee, and you would like to attend Westar Energy’s special meeting, you will be asked to bring proof of share ownership, such as a bank or brokerage firm account statement, a copy of the voting instruction card provided by your broker, or a letter from the broker, trustee, bank or nominee holding your shares with you to the special meeting.

53

Table of Contents

Westar Energy Record Date; Quorum; and Voting Rights

The Westar Energy Board has chosen the close of business on October 6, 2017 as the record date for determination of shareholders who are entitled to receive notice of and to vote at the Westar Energy special meeting or at any adjournment or postponement of the meeting. Only holders of record at the close of business on the record date are entitled to vote at the Westar Energy special meeting. At the close of business on the record date, there were 142,094,176 shares of Westar Energy common stock issued and outstanding.

In order for Westar Energy to satisfy its quorum requirements, the holders of record of at least a majority of the total number of shares of Westar Energy common stock issued and outstanding and entitled to vote at the special meeting must be present in person or represented by proxy. Shares of Westar Energy common stock represented at the meeting but not voted, including shares for which proxies have been received but for which shareholders have abstained on one or more of the matters, will be treated as present at the meeting for purposes of determining the presence or absence of a quorum. “Broker non-votes” will not be counted for the purpose of determining a quorum at the meeting. Each shareholder is entitled to one vote at the Westar Energy special meeting for each share of Westar Energy common stock held by that shareholder at the close of business on the record date.

A complete list of shareholders entitled to vote at the Westar Energy special meeting will be available for examination by any Westar Energy shareholder between the hours of 9:00 a.m. and 5:00 p.m., local time, at Westar Energy’s headquarters, 818 South Kansas Avenue, Topeka, Kansas 66612, for purposes pertaining to the Westar Energy special meeting, for a period of 10 days before the Westar Energy special meeting and at the time and place of the Westar Energy special meeting.

Required Vote

The mergers cannot be completed unless Westar Energy shareholders approve the Westar Energy Merger proposal. Your vote is very important. An abstention or failure to vote will have the same effect as a vote AGAINST the Westar Energy Merger proposal. Approval of the Westar Energy Merger-Related Compensation proposal and the Westar Energy Meeting Adjournment proposal is not required to complete the mergers.

Broker Non-Votes

Under the listing requirements of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting

54

Table of Contents

discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Accordingly, a broker non-vote occurs when the broker is not permitted to vote on an item without instruction from the beneficial owner of shares of common stock and the beneficial owner gives no instruction as to voting of the shares.

Under NYSE rules, your broker or bank does not have discretionary authority to vote your shares on any of the proposals being brought before the special meeting unless you provide voting instructions. Therefore, Westar Energy encourages you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the special meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. If you hold shares in “street name” and wish to change your vote at any time, you must contact your broker.

Abstentions; Not Voting

Appraisal Rights

Westar Energy shareholders are not entitled to appraisal rights in connection with the Westar Energy merger. Under Kansas law, in general, shareholders of a Kansas corporation are not entitled to appraisal rights if they only receive shares that will be listed on a national securities exchange. It is a condition to closing of the mergers that the shares of common stock of Monarch Energy that will be issuable pursuant to the mergers are approved for listing on the NYSE.

Shares Beneficially Owned by Westar Energy Directors and Officers

Westar Energy’s directors and executive officers beneficially owned 496,462 shares of Westar Energy common stock on July 9, 2017. These shares represent in total less than one percent of the total voting power of Westar Energy’s voting securities outstanding and entitled to vote. These shares exclude 341,969 deferred shares that, until received, do not entitle the directors or executive officers to vote. Westar Energy currently expects that Westar Energy’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:

55

Table of Contents

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 11:59 p.m., Eastern Time, on November 20, 2017. For shareholders in the Westar Energy 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 Energy 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 11:59 p.m., Eastern Time, on November 16, 2017, 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 Energy 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 Energy 401(k) Plan

If your Westar Energy shares are held in the Westar Energy 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 Energy shares held in the Westar Energy 401(k) Plan for which no voting instructions are received, the plan trustee will not vote such shares.

Solicitation of Proxies

Westar Energy will bear the cost of soliciting proxies from its shareholders. Westar Energy will solicit shareholder votes by mail, and also may solicit certain shareholders by other means of communication, including

56

Table of Contents

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 Energy 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 Energy 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.

Adjournments

The holders of record, entitled to vote, of a majority of shares of Westar Energy common stock present in person or represented by proxy may adjourn the Westar Energy special meeting from time to time, without notice other than announcement at the meeting, to a specified date, when any business may be transacted which might have been transacted at the meeting as first convened. 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 Energy Shareholder Account Maintenance

Westar Energy’s transfer agent is Continental Stock Transfer & Trust Company. All communications concerning accounts of Westar Energy 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 Energy, Westar Energy shareholders can visit Westar Energy’s web site at www.westarenergy.com. Information on Westar Energy’s website does not constitute part of this joint proxy statement/prospectus.

57

Table of Contents

THE PROPOSED MERGERS

General

Great Plains Energy and Westar Energy have agreed to the merger of equals of Great Plains Energy and Westar 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 Energy Board is using this joint proxy statement/prospectus to solicit proxies from the holders of Westar Energy common stock for use at the Westar Energy special meeting.

Great Plains Energy Merger Proposal

At the Great Plains Energy special meeting, holders of shares of Great Plains Energy common stock will be asked to consider and vote upon the Great Plains Energy Merger proposal and the Great Plains Energy Merger-Related Compensation proposal. The Great Plains Energy shareholders also may be asked to consider and vote upon the Great Plains Energy Meeting Adjournment proposal.

The mergers will not be completed unless Great Plains Energy shareholders approve the Great Plains Energy Merger proposal.

Westar Energy Merger Proposal

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

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

Effects of the Mergers

Under the terms of the merger agreement, (1) Great Plains Energy will merge with and into Monarch Energy, with Monarch Energy to continue as the surviving corporation, and (2) Westar Energy will merge with and into King Energy, with Westar Energy to continue as the surviving corporation. Following the mergers, Monarch Energy will be the direct parent of Westar Energy and of Great Plains Energy’s direct subsidiaries.

Merger Consideration

Common Stock

Except as described below, subject to the terms and conditions of the merger agreement, at the effective time of the mergers, (1) each share of common stock of Great Plains Energy issued and outstanding immediately prior to the effective time of the mergers will be converted into the right to receive 0.5981 validly issued, fully paid and nonassessable shares of common stock of Monarch Energy (referred to as the “Great Plains Energy merger consideration”); and (2) each share of common stock of Westar Energy issued and outstanding immediately prior to the effective time of the mergers will be converted into the right to receive one validly issued, fully paid and nonassessable share of Monarch Energy common stock (referred to as the “Westar Energy merger consideration”).

The Great Plains Energy merger consideration and the Westar Energy merger consideration will be appropriately and equitably adjusted to reflect fully the effect of any reclassification, recapitalization, stock split

58

Table of Contents

or combination, split-up, exchange or readjustment of shares with respect to Great Plains Energy common stock or Westar Energy common stock or any stock dividend with respect to Great Plains Energy common stock or Westar Energy common stock (or securities convertible into or exercisable for shares of Great Plains Energy common stock or Westar Energy common stock), in each case, having a record date after the date of the merger agreement and prior to the effective time of the mergers.

Treasury Shares; Shares Owned by Wholly-Owned Subsidiaries

Immediately prior to the effective time of the mergers, (1) each share of Great Plains Energy common stock held as a treasury share by Great Plains Energy, owned of record by any wholly-owned subsidiary of Great Plains Energy or owned of record by Westar Energy, Monarch Energy or King Energy, and (2) each share of Westar Energy common stock held as a treasury share by Westar Energy, owned of record by any wholly-owned subsidiary of Westar Energy or owned of record by Great Plains Energy, Monarch Energy or King Energy, will, in each case, be canceled and cease to exist, and no consideration will be delivered in exchange for those shares.

Background of the Mergers

In connection with the original merger agreement, each of Great Plains Energy and Westar Energy held a special meeting of its respective shareholders on September 26, 2016. The joint proxy statement/prospectus, dated August 25, 2016, relating to such special meetings (referred to as the “original joint proxy statement/prospectus”) described the process leading to the execution of the original merger agreement. The section entitled “Background of the Merger” from the original joint proxy statement/prospectus is attached as Annex B to this joint proxy statement/prospectus.

Great Plains Energy and Westar Energy made joint filings in 2016 with various state and federal regulatory authorities for approval of the proposed original merger. On April 19, 2017, following the submission of a joint merger application, written testimony and an evidentiary hearing, the KCC issued an order denying the application and finding that the proposed merger was not in the public interest (the “KCC order”). The KCC order reviewed each of the applicable merger standards and explained why the KCC believed the standards had not been met. Among the reasons for rejecting the proposed merger, the KCC stated that the purchase price was excessive, that to pay such purchase price Great Plains Energy would incur significant debt resulting in an overly leveraged company, and that cost savings from the proposed merger did not justify the premium to be paid by Great Plains Energy above the book value of Westar Energy’s stock.

The next morning, Mr. Ruelle and Mr. Bassham, the chief executive officers of Westar Energy and Great Plains Energy, respectively, spoke by telephone about the KCC order, the nature of possible changes to the proposed original merger that might address the KCC’s objections and the possible timing for any potential restructured transaction. They agreed that absent significant changes explicitly addressing the KCC’s objections a restructured transaction to combine the two companies would be unlikely to gain necessary regulatory approval. Later the same morning the Westar Energy Board and senior management held a teleconference at which Mr. Ruelle reviewed the KCC order, his discussion with Mr. Bassham, Westar Energy’s legal obligations under the original merger agreement in the context of the KCC order, and senior management’s expressed intent to cooperate with Great Plains Energy in exploring ways the KCC’s objections might still be met. Among other things, Mr. Ruelle noted that, under the original merger agreement, Westar Energy continued to be obligated to cooperate with Great Plains Energy in obtaining necessary regulatory approvals and that Westar Energy was prohibited both from soliciting alternative acquisition proposals and from considering any alternative acquisition proposal that it might receive on an unsolicited basis. Mr. Ruelle told the Westar Energy Board that were the transaction to be modified two likely elements to be expected in any subsequent proposal from Great Plains Energy for a restructured transaction would be a reduced purchase price and a greater equity component in the transaction consideration. Mr. Ruelle also explained to the Westar Energy Board that it was not clear whether a restructured transaction, should it be presented, would be reviewed by the KCC in the existing merger docket or a new docket, and whether the schedule for review of a restructured transaction would be up to the 300-days

59

Table of Contents

permitted by Kansas law or a shorter period given the extent of the review by the KCC that had already occurred in the existing merger docket. He expressed reservations about proceeding with a restructured transaction if the length of the review period was uncertain or the full 300 days permitted by Kansas law.

The same day, the Great Plains Energy Board held a special telephonic meeting, which was attended by representatives of Bracewell LLP, legal counsel retained to advise the Great Plains Energy Board, to discuss the KCC order. Members of Great Plains Energy senior management reviewed the terms of the KCC order with the Great Plains Energy Board, including the KCC’s finding that the purchase price was too high and the KCC’s concerns regarding the Great Plains Energy financing plan, and, together with representatives of Bracewell, senior management reviewed the implications of the KCC order with respect to the contractual rights of the parties under the original merger agreement, the fiduciary duties of the members of the Great Plains Energy Board under the circumstances in terms of assessing Great Plains Energy’s options, and potential next steps, including an analysis of the potential costs associated with unwinding the proposed original merger if it were to be terminated. Following discussion, the Great Plains Energy Board agreed that Mr. Bassham should continue to discuss the implications of the KCC order and potential next steps with Mr. Ruelle.

On April 24, 2017, Mr. Ruelle and another member of Westar Energy senior management met with members of the KCC Staff to explore the nature of potential changes to the terms of the proposed original merger that might gain KCC and KCC Staff’s support, and to determine whether the companies might gain the KCC staff’s support for a petition for reconsideration of the KCC order that included potential changes to the transaction. The KCC Staff explained that while it was prepared to review a restructured transaction, should the companies present one, it would not offer an opinion as to how it might view specific terms or conditions in a restructured transaction without the benefit of a formal review in a docketed proceeding. The same day, Mr. Ruelle and Mr. Bassham spoke further by telephone regarding the substance and implications of the KCC order. Mr. Ruelle and Mr. Bassham agreed to convene a meeting of senior management from each company to discuss the basis on which the KCC order rejected the proposed original merger and potential ways the proposed original merger might be restructured to address the objections raised in the KCC order yet still be in both companies’ shareholders interests.

The following day, members of senior management of Westar Energy and Great Plains Energy met in Topeka, Kansas to review the discussions with the KCC Staff, discuss potential changes to the proposed original merger that could address the KCC’s objections identified in the KCC order, and discuss the basis for a possible petition for reconsideration. Discussions focused on possible regulatory commitments that might be made by the companies to address the KCC’s objections to the proposed original merger; the importance of an acquisition with less leverage; additional equity consideration and a lower premium purchase price, and the arguments that would support a petition for reconsideration. In addition to revised transaction terms, senior management of both companies acknowledged it would be necessary to make additional regulatory commitments that, among other things, would potentially provide quantifiable customer benefits in the form of rate credits, as well as make commitments to jobs and to Topeka and other Kansas communities. There were no discussions about what specific adjustments might be made to the purchase price or the equity consideration, although the companies agreed that any restructured transaction would need to include meaningful adjustments to both in order for the transaction to gain KCC approval. Following the meeting, Mr. Ruelle and Mr. Bassham agreed to update their respective boards of directors about the discussion.

Also on April 26, 2017, the Great Plains Energy Board held a special telephonic meeting, which was attended by representatives of Bracewell, in order for Mr. Bassham to provide an update regarding the most recent discussions with Mr. Ruelle and other members of Westar Energy senior management, and the potential terms for a restructured transaction that were under review by Great Plains Energy senior management. Mr. Bassham reviewed with the Great Plains Energy Board the process by which Great Plains Energy and Westar Energy could seek rehearing of the KCC order and how that process would work in the context of a restructured transaction. Mr. Bassham next reviewed with the Great Plains Energy Board the potential terms for a restructured transaction under review by Great Plains Energy senior management, based on the assessment of Great Plains

60

Table of Contents

Energy senior management as to the terms that would be likely to receive regulatory approval. Mr. Bassham advised the Great Plains Energy Board that on that basis, Great Plains Energy senior management believed that: the purchase price could be no higher than $54 to $56 per Westar Energy share; up to an additional 15 percent (and 30 percent in total) of the aggregate merger consideration would need to be in the form of equity; the amount of debt financing for the restructured transaction would need to be materially reduced; enhanced benefits would need to be provided to customers; and Great Plains Energy would need to demonstrate an even stronger commitment to Topeka and Kansas following the closing of the restructured transaction. Mr. Bassham then advised the Great Plains Energy Board that the targeted timing that had been discussed with Westar Energy senior management was for a potential restructured transaction to close by November 30, 2017, consistent with the timing of an extended closing date under the original merger agreement. Following the discussion, Mr. Bassham agreed to further update the Great Plains Energy Board upon additional developments.

Mr. Ruelle provided an update to the Westar Energy Board on April 27, 2017 via a teleconference, in which members of Westar Energy’s senior management, representatives of Guggenheim Securities and representatives of Baker Botts L.L.P., legal counsel retained to advise the Westar Energy Board, also participated. Mr. Ruelle reviewed the meetings that were held with the KCC Staff and Great Plains Energy senior management earlier in the week, Great Plains Energy’s concerns about costs being incurred as proceedings for regulatory approval continued, and Westar Energy senior management’s thoughts about possible approaches to make in a petition for reconsideration of the KCC order, which focused on the impact on the procedural schedule of possible changes in the terms of the proposed original merger. Mr. Ruelle commented on terms of the proposed original merger that Westar Energy senior management expected Great Plains Energy to propose changing to meet the KCC’s objections and indicated that management was unsure whether such terms might be in Westar Energy’s shareholders’ interests. He explained that, although Great Plains Energy had not made any specific proposal, his expectation was that Great Plains Energy would propose a reduction in the purchase price and less cash consideration. Mr. Ruelle reminded the Westar Energy Board that in its order the KCC had specifically referred to the next highest offer of $56 per share made in the earlier sale process and commented that this might be a purchase price, if it were offered, at which a transaction was possible if the Westar Energy Board approved such price. The Westar Energy Board supported, without making any commitment to a restructured transaction, continuing discussions with Great Plains Energy about possible changes to the proposed original merger. Representatives of Guggenheim Securities commented on financial market conditions, including trading prices for utility stocks, the strength of financial markets, interest rates, and circumstances in regard to other transactions in the utility industry, among other things. Mr. Ruelle noted that the senior management teams would meet the next day, but thereafter the next opportunity for the teams to meet likely would be after the Great Plains Energy annual shareholders meeting and first quarter earnings call taking place in the upcoming week, and that any decision points for the Westar Energy Board, if any, would not come until after that time.

On April 27, 2017, Mr. Ruelle and Mr. Bassham further discussed a potential restructured transaction by telephone. Mr. Bassham suggested a range for the purchase price in a potential restructured transaction in the low to mid fifty dollars per share. Mr. Ruelle responded that he did not view that range as acceptable. He said that while he would communicate that value to the Westar Energy Board, he would not support before the Westar Energy Board a value below $57 per share and that he did not believe the Westar Energy Board would consider any value below $56 per share. Mr. Ruelle then discussed potential terms of a restructured transaction he believed the Westar Energy Board might be willing to consider, including the amount of additional Great Plains Energy equity that might be issued in the restructured transaction, as to which Mr. Ruelle said Westar Energy might have more flexibility than about the revised purchase price, and whether the additional Great Plains Energy equity would be issued to Westar Energy shareholders or in the public market (in the latter case, as a means of financing a portion of the cash part of the purchase price), an increase in the termination fee potentially payable by Great Plains Energy in a restructured transaction, revisions to the equity price collar mechanics in the original merger agreement to provide additional upside opportunity for Westar Energy shareholders, and board composition, to include additional members from the Westar Energy Board given the additional equity consideration in the purchase price. Both Mr. Ruelle and Mr. Bassham agreed to review these points with their respective Boards of Directors.

61

Table of Contents

Members of senior management of Westar Energy and Great Plains Energy met on April 28, 2017 in Topeka, Kansas to continue the discussions begun earlier in the week. The discussions focused on the approach to take in the petition for reconsideration that was due the following week and on possible regulatory commitments that could be made in connection with a restructured transaction, including commitments for the benefit of customers. There was no further discussion of the purchase price or other financial terms at this meeting.

On May 1, 2017, the Great Plains Energy Board held a regularly scheduled meeting, which was attended by representatives of Goldman Sachs and Bracewell, and which, among other items, included a review by members of Great Plains Energy’s senior management of the status of the proposed original merger and the status of ongoing discussions regarding a potential restructured transaction. Members of Great Plains Energy senior management provided an update on the continuing discussions with Westar Energy senior management, including with respect to the most recent terms for a potential restructured transaction that had been discussed between Mr. Ruelle and Mr. Bassham, and the current gap between the per share purchase price range that had been communicated to Mr. Bassham by Mr. Ruelle, and the current view of Great Plains Energy senior management that a price in the $54 - $56 range would be required to obtain regulatory approval from the KCC, based upon the findings in the KCC order. Members of Great Plains Energy senior management also reviewed certain financial and strategic matters with the Great Plains Energy Board, including with respect to the proposed original merger, a potential restructured transaction, and the Great Plains Energy stand-alone plan, assuming termination of the original merger agreement and taking into account the related transaction unwind costs, including payment of the termination fee and costs associated with unwinding the financing associated with the pending transaction, such as early redemption premiums and penalties. Representatives of Bracewell, together with members of Great Plains Energy senior management, reviewed certain legal matters relating to the pending transaction and the potential restructured transaction, including with respect to the fiduciary duties of the members of the Great Plains Energy Board in connection with their consideration of the potential alternatives available to Great Plains Energy. Representatives of Goldman Sachs reviewed with the Great Plains Energy Board market perspectives on the proposed original merger, as well as the market views of Great Plains Energy and Westar Energy, in each case, on a stand-alone basis.

On a teleconference held by the Westar Energy Board on May 2, 2017, Mr. Ruelle advised the Board there were no significant developments since the Board teleconference the preceding week and that work was proceeding on the petition for reconsideration of the KCC order. The next day Mr. Bassham and Mr. Ruelle, together with other members of Great Plains Energy and Westar Energy senior management, met to discuss the timing and substance of the petition for reconsideration that the parties planned to file with the KCC, including with respect to the potential terms of a restructured transaction that would be described in the petition. Also on May 3, Mr. Ruelle sent a letter to the Westar Energy Board advising that the petition for reconsideration would be filed later that week, and that the petition would ask the KCC to leave the docket open to allow additional time for Westar Energy and Great Plains Energy to try to develop a proposal for a restructured transaction that would be filed no later than May 31, 2017, and to engage with other parties in the merger docket to seek support for such a procedural schedule. The petition for reconsideration was subsequently filed with the KCC. He also advised that a meeting with Great Plains Energy’s senior management had been scheduled for May 8, 2017 for additional discussions about possible changes in the terms of the proposed original merger.

Members of senior management of Westar Energy and Great Plains Energy met on May 8, 2017 in Topeka, Kansas and continued discussions about possible regulatory commitments to address the KCC’s objections. Terms of a restructured transaction that would need to be addressed were noted, which included a reduction in the purchase price, an increase in the equity component of the transaction consideration, enhanced customer benefits and job and other community commitments in Topeka and other Kansas communities. Discussion also covered expectations about the likely KCC Staff position opposing the petition for reconsideration filed the prior week, and planning for a meeting to be held with KCC Staff and the Citizens Utility Regulatory Board the following day where possible regulatory commitments would be reviewed with a view to gaining support for the petition for reconsideration and a procedural schedule of less than 300 days for KCC review of a restructured

62

Table of Contents

transaction. Mr. Ruelle and Mr. Bassham confirmed that while there remained a significant gap in likely value at which a new agreement might be struck, neither party had revised its earlier positions regarding value. They agreed to continue discussions in the hope that agreement on both financial and non-financial terms might be bridged. Mr. Bassham expressed the view of Great Plains Energy that any restructured transaction had to have a high-likelihood of obtaining timely regulatory approval. Mr. Ruelle and Mr. Bassham discussed that any restructured transaction would need to be coupled with a definitive regulatory plan and quantifiable benefits for customers.

Later on May 8, Mr. Ruelle updated the Westar Energy Board via teleconference about the discussions earlier in the day with Great Plains Energy’s senior management as described above. He advised that responses to the petition for reconsideration from other parties to the KCC merger docket were due later in the week and that he believed it was likely they would oppose the petition. There was discussion about the advisability of continuing negotiations on a restructured transaction if a 300-day KCC review was to be expected. Senior management responded to questions about these items as well as the appropriate Westar Energy Board process for reviewing and making decisions about any Great Plains Energy proposal for substantive changes to the proposed original merger.

On May 9, 2017, members of Great Plains Energy and Westar Energy senior management met with KCC Staff members to discuss the KCC order and the companies’ joint petition for reconsideration filed with the KCC on May 4, 2017, including with respect to the types of changes that would need to be made in a restructured transaction to address the objections expressed in the KCC order and the possible regulatory review timing in the context of a restructured transaction.

Also on May 9, 2017, Mr. Ruelle and Mr. Bassham further discussed the potential terms of a restructured transaction. In the course of the discussion, Mr. Ruelle advised Mr. Bassham that Westar Energy’s view of the purchase price in a restructured transaction had not changed, but Westar Energy would be open to a transaction in which additional equity would be issued directly to Westar Energy shareholders and in which the equity price collar mechanism contained in the original merger agreement would remain unchanged. Mr. Ruelle and Mr. Bassham also discussed the fact that completing any restructured transaction by November 30, 2017 appeared less likely based on the discussions earlier that day with members of the KCC Staff. Mr. Ruelle and Mr. Bassham expressed shared concern about the magnitude of the challenge the companies faced in bridging the remaining gap in their positions on value and the risks to both companies if a restructured transaction could not be completed by November 30, 2017. Mr. Ruelle proposed that they attempt to bridge the gap in value and resolve other open terms soon, such that each company could plan either to seek final board approval of a restructured transaction within the next two weeks if an agreement as to final terms were to be reached, or to terminate discussions if it became clear that an agreement could not be reached, in order to eliminate the uncertainty over the pending transaction for both companies.

On May 11, 2017, the Great Plains Energy Board held a special telephonic meeting regarding the proposed original merger and the proposed restructured transaction, which was attended by representatives of Bracewell. Members of Great Plains Energy senior management provided an update on the status of a restructured transaction, including a review of the petition for reconsideration that was filed with the KCC. Members of Great Plains Energy senior management reviewed certain financial and strategic matters with the Great Plains Energy Board, including potentially increasing the amount of equity consideration to be issued in the restructured transaction to 35 percent of the total consideration, and the implications of a per share purchase price in the range under consideration. Mr. Bassham also advised the Great Plains Energy Board that, based on the May 9th meeting with members of the KCC Staff, it was highly unlikely that any restructured transaction could be closed by November 30, 2017. Mr. Bassham agreed to keep the Great Plains Energy Board updated with respect to additional developments.

The next meeting of members of senior management of Westar Energy and Great Plains Energy took place on May 16, 2017 in Topeka, Kansas. These discussions focused on filings by other parties to the KCC merger

63

Table of Contents

docket opposing the petition for reconsideration, refinement of potential regulatory commitments, and updating the Great Plains Energy financial forecast to support the development by Great Plains Energy of a proposal with revised terms to the proposed original merger. In addition, potential terms of a restructured transaction were discussed. The potential terms discussed included: consideration payable to Westar Energy shareholders consisting of 65 percent cash and 35 percent Great Plains Energy equity, a fixed price transaction with no equity price collar mechanism, and a combined company following the closing with a balanced capital structure. Mr. Bassham also reiterated Great Plains Energy’s view that it was unwilling under a restructured transaction to issue more equity in the public market. Mr. Ruelle and Mr. Bassham reiterated their respective positions with regard to purchase price, noting that the gap between their positions remained unresolved. Mr. Bassham further discussed Great Plains Energy’s view that the price of its stock was “dislocated” due to market concerns regarding the pending proposed original merger and related uncertainty with respect to the potential terms of any restructured transaction, and that the price of Westar Energy’s stock was dislocated as well, resulting in an inappropriately depressed value for Great Plains Energy’s stock relative to the value of Westar Energy’s stock. Both teams agreed to report back to their respective board of directors with respect to the status of the discussions.

The Westar Energy Board held a regular meeting on May 18, 2017 and the status of a potential restructured transaction was reviewed. Members of Westar Energy’s senior management and representatives of Guggenheim Securities attended this portion of the meeting, and representatives of Baker Botts joined by teleconference. Mr. Ruelle updated the Westar Energy Board about recent discussions with Great Plains Energy’s senior management regarding terms of a possible restructured transaction, reviewed with the Westar Energy Board the principal objections in the KCC order, valuations of utilities in the financial markets, Westar Energy’s stand-alone financial forecast, uncertainty about eventual regulatory approval and the time likely needed for such approval. He commented on changes the Westar Energy Board should expect in a revised Great Plains Energy proposal if it were made, including a lower purchase price, more equity in the merger consideration, additional regulatory commitments to address KCC objections, including enhanced customer benefits and stronger commitments related to jobs and communities, but also greater legacy Westar Energy director participation on the Great Plains Energy Board after closing. Mr. Ruelle indicated that although an agreement between the companies might be possible in the range of $56-57, he did not believe that Great Plains Energy would make an offer in that range. Mr. Ruelle emphasized that senior management did not believe that a restructured transaction had to be pursued, but that he believed that discussions should continue, and he explained the significant outstanding tasks that senior management believed needed to be completed before the Westar Energy Board should be asked to approve any revised Great Plains Energy proposal if the Westar Energy Board concluded that discussions should continue. These items included additional due diligence of Great Plains Energy and its financial forecast, completion of work related to the development of regulatory commitments, negotiation of the terms of the restructured transaction, and confirmation of fairness of the restructured transaction, from a financial point of view, by Guggenheim Securities. The Westar Energy Board also received advice from Baker Botts about the exercise of the directors’ fiduciary duties in deciding whether and how to proceed. The Westar Energy Board discussed these matters at length, including whether it was advisable to continue discussions if it were not going to be possible to obtain clarity that regulatory approval was likely before committing to a restructured transaction. It was the consensus of the Westar Energy Board that senior management should continue discussions with Great Plains Energy, but the Westar Energy Board clearly indicated that any restructured transaction must have a high probability of receiving regulatory approval and that the Westar Energy Board would only be prepared to enter into a restructured transaction that it believed would be superior to other courses of action, such as remaining a stand-alone company.

Also on May 18, 2017 the Great Plains Energy Board held a special telephonic meeting regarding the pending transaction and the proposed restructured transaction, which was attended by representatives of Bracewell. Members of Great Plains Energy senior management reviewed certain financial and strategic matters, which included a review of the Great Plains Energy stand-alone plan that would be implemented if the original merger agreement were terminated; the related costs and expenses, including payment of the $380 million termination fee; a review of a potential restructured transaction with Westar Energy on the terms discussed

64

Table of Contents

during the May 17 meeting between members of senior management; and a review of the efficiencies associated with a restructured transaction. Members of senior management further reviewed with the Great Plains Energy Board an updated view on the timing of a restructured transaction, based upon their understanding of the KCC Staff’s preference that any restructured transaction be considered in the context of a new regulatory docket, and that an approval prior to November 30, 2017 would be inconsistent with that preference. At the meeting, the Great Plains Energy Board authorized Mr. Bassham to seek to negotiate a restructured transaction that included a termination fee payable by Great Plains Energy in the event that regulatory approvals were not obtained that was substantially lower than the fee included in the original merger agreement.

On May 19, 2017, Mr. Ruelle called Mr. Bassham to update him on the discussions at the Westar Energy Board meeting the previous day. Mr. Bassham advised Mr. Ruelle that Great Plains Energy continued to conduct financial analysis needed to support a possible restructured transaction, and that the additional work needed to complete the analysis was not expected to be finished until possibly the end of the following week after which Mr. Bassham said he would contact Mr. Ruelle and update him on progress.

On May 23, 2017, Great Plains Energy engaged Lazard to provide financial advisory services in connection with the proposed restructured transaction, and to provide a fairness opinion on a proposed restructured transaction if such an opinion was requested by Great Plains Energy.

Also on May 23, 2017, the KCC rejected the petition for reconsideration filed by Westar Energy and Great Plains Energy. In its order, the KCC stated that Great Plains Energy and Westar Energy did not meet their burden to show why reconsideration should be granted or the statutory timeline extended. The KCC also encouraged the companies to continue to work together to address the KCC’s concerns with respect to purchase price and capital structure and welcomed a new application that could satisfy the merger standards and advance the public interest. Following the KCC’s issuance of its order, Mr. Ruelle and Mr. Bassham discussed the order by telephone, and the implications of the order with respect to proceeding with a potential restructured transaction on the terms they had been discussing.

On May 25, 2017, Mr. Ruelle and Mr. Bassham further discussed the terms of a potential restructured transaction in light of the KCC order denying the petition for reconsideration, including with respect to the price, the amount of Great Plains Energy stock to be included in the consideration and the exchange rate for that equity and the equity price collar mechanism. Mr. Ruelle advised Mr. Bassham that Westar Energy would be willing to accept up to 35 percent of the consideration consisting of Great Plains Energy stock if the price and exchange rate were acceptable to Westar Energy. Mr. Bassham advised Mr. Ruelle that given the terms of the potential restructured transaction, he was uncertain as to whether OCM Credit Portfolio LP (referred to as “OMERS”) would have a continued interest in participating in the transaction as a provider of equity capital to Great Plains Energy pursuant to a stock purchase agreement entered into in connection with the original merger agreement (referred to as the “OMERS SPA”).

Beginning on May 25, 2017, Great Plains Energy made certain financial information and projections with respect to Great Plains Energy available to Westar Energy. As a result of the prior proposed transaction, Westar Energy had already provided similar information with respect to Westar Energy to Great Plains Energy in February 2017.

On May 30, 2017, the Great Plains Energy Board held a special telephonic meeting regarding the proposed original merger and the proposed restructured transaction, which was attended by representatives of Bracewell. Mr. Bassham reviewed with the Great Plains Energy Board the current status of discussions with Westar Energy regarding a potential restructured transaction, and the view of Great Plains Energy senior management that Great Plains Energy should extend the end date of the original merger agreement in accordance with its terms, in light of the fact that the required regulatory approvals had not yet been obtained and to provide Great Plains Energy with more time to determine if a restructured transaction could be achieved. Mr. Bassham indicated that Great Plains Energy senior management felt strongly that the price needed to be no greater than approximately $55 per

65

Table of Contents

Westar Energy share in order to satisfy the applicable KCC merger standards and also permit Great Plains Energy to provide the necessary benefits to customers. However, Mr. Bassham expressed his concern to the Great Plains Energy Board that even under the terms of a potential restructured transaction at a price per share of Westar Energy of $55, which was below the range of value Mr. Ruelle had indicated was acceptable, Mr. Bassham was not certain that the parties had adequately addressed each of the concerns raised by the KCC order, and that Mr. Bassham would only recommend moving forward with a potential restructured transaction if the likelihood of regulatory approval for such transaction was extremely high and all of the KCC’s concerns could be addressed. Mr. Bassham also reported that Mr. Ruelle had expressed his concern that the remaining gap between the companies’ positions on the purchase price might be too large to overcome.

Also on May 30, the Westar Energy and Great Plains Energy senior management teams held a due diligence meeting in Topeka, with representatives of Guggenheim Securities and Goldman Sachs attending, at which Westar Energy conducted due diligence on the financial condition of Great Plains Energy and the stand-alone financial forecast provided to Westar Energy by Great Plains Energy. During the course of the meeting, Mr. Bassham expressed to Mr. Ruelle his concern that even under the range of proposed terms of the restructured transaction that was under discussion, Mr. Bassham was not certain that the parties had adequately addressed each of the concerns raised by the KCC order. On the same day, Great Plains Energy sent a letter to Westar Energy extending the end date under the original merger agreement to November 30, 2017.

On May 31, 2017, Mr. Ruelle advised the Westar Energy Board that the end date of the original merger agreement had been extended and that financial analysis by both senior management teams was likely to continue through the remainder of the week. He advised that among other things, the extension of the original merger agreement meant that Westar Energy could not unilaterally terminate the original merger agreement and that Westar Energy could not solicit alternative merger proposals or consider any alternative merger proposal that it might receive on an unsolicited basis.

On June 2, 2017, Mr. Bassham called Mr. Ruelle and expressed deep concern about the ability of Great Plains Energy to propose revised terms that Westar Energy would find acceptable. Mr. Bassham said it appeared a price and other terms that would be satisfactory to Westar Energy would create unacceptable regulatory risk for Great Plains Energy. Mr. Bassham also expressed his continuing concern that at least two of the concerns raised by the KCC would not be adequately addressed—namely, that the net present value of identified synergies be sufficient to justify the premium being paid by Great Plains Energy, and the adverse effect of the proposed original merger on Great Plains Energy’s credit metrics following the closing. Mr. Bassham advised Mr. Ruelle that, based on the foregoing concerns, he was considering recommending to the Great Plains Energy Board that Great Plains Energy should terminate discussions of a restructured transaction similar to the one contemplated by the original merger agreement. Mr. Ruelle acknowledged Mr. Bassham’s concerns and the possibility that a new agreement might not be reached. He encouraged Mr. Bassham to allow the companies to continue working toward a possible transaction, but asked Mr. Bassham that in the event Great Plains Energy concluded a restructured transaction would not be possible, that before formalizing any termination of discussions they should meet to discuss whether there might be other mutually beneficial arrangements. Mr. Ruelle noted that if formal termination of the original merger agreement were to occur, it might be more difficult for the two companies to discuss other potential matters of mutual interest and benefit. They agreed to meet in person the following morning to further discuss the situation.

Mr. Ruelle and Mr. Bassham met in Lawrence, Kansas on June 3, 2017 and Mr. Bassham discussed Great Plains Energy’s view that a price at or below $55 per Westar Energy share would be necessary to make a restructured transaction possible from Great Plains Energy’s viewpoint. They concluded an agreement on a revised price in this range was not possible and then discussed whether there were any other alternatives of potential mutual interest to discuss. Mr. Ruelle then discussed whether, even if the proposed original merger were to be terminated, the companies might be able to enter into other transactions that would be beneficial to both parties, such as Great Plains Energy selling or swapping certain interests in various generation facilities and assets with Westar Energy or perhaps Westar Energy acquiring certain parts of the service territory of Great

66

Table of Contents

Plains Energy in Kansas, and which could include as part of the consideration the value of the termination fee payable by Great Plains Energy under the original merger agreement. Mr. Bassham said he did not see benefit to Great Plains Energy in these proposals. In further discussions, both Mr. Ruelle and Mr. Bassham recognized a merger of equals as another possible option for pursuing a transaction since a merger of equals would both be consistent with a structure acknowledged as more attractive in the KCC order and realize the industrial logic behind the proposed original merger, including greater scale, efficiencies that would benefit customers and shareholders and present stronger growth prospects, without increasing the combined company’s debt burden. They discussed the concept of a low or no premium, all stock merger of equals, the potential benefits of a merger of equals between Westar Energy and Great Plains Energy (including the benefits from a regulatory approval perspective) and the issues inherent in such a transaction that would need to be addressed such as valuation, governance, social issues and handling of the reverse break-up fee payable by Great Plains Energy to Westar Energy under the terms of the original merger agreement. In the course of discussing a potential merger of equals transaction, Mr. Bassham repeated Great Plains Energy’s view that the price of its stock was “dislocated” due to market concerns regarding the proposed original merger and that this dislocation would need to be factored into any exchange ratio reflected in the terms of any potential restructured transaction. Mr. Ruelle indicated to Mr. Bassham that the Westar Energy Board had not yet considered this possible course of action, and that while willing to continue discussions, he was unsure as to what the Westar Energy Board’s perspective on a merger of equals transaction might be. Mr. Ruelle and Mr. Bassham agreed to discuss the possibility of a merger of equals with their respective boards. Over the weekend, Mr. Ruelle had discussions about this development with several members of Westar Energy’s Board and representatives of Guggenheim Securities.

Mr. Bassham called Mr. Ruelle on June 5, 2017 and confirmed his interest in pursuing discussions about a potential merger of equals and noted some of the key issues that would need to be resolved. He informed Mr. Ruelle that the Great Plains Energy Board would meet later in the day to discuss how to proceed. Mr. Ruelle advised Mr. Bassham that the initial view of Westar Energy was that in such a transaction, the combined company’s board of directors should consist of seven directors currently serving on the Westar Energy Board and five directors currently serving on the Great Plains Energy Board and that executive management of the combined company would have to change materially from what was contemplated under the original merger agreement.

Later on June 5, 2017, the Great Plains Energy Board held a special telephonic meeting regarding the pending transaction and the proposed restructured transaction, which was attended by representatives of Bracewell. Members of Great Plains Energy senior management reviewed with the Great Plains Energy Board certain financial and strategic matters, including senior management’s current view of Great Plains Energy’s stand-alone financial plan, including the costs associated with unwinding the pending proposed original merger, and a review of a potential restructured mostly cash transaction on the terms that Great Plains Energy had most recently been advocating. Mr. Bassham expressed his continuing concern regarding the prospects for KCC approval of such a transaction, and reviewed with the Great Plains Energy Board his conversations with Mr. Ruelle regarding a potential merger of equals transaction, including the initial terms of such a transaction that had been discussed with Mr. Ruelle. Mr. Bassham explained to the Great Plains Energy Board that in response to the merger of equals proposal being discussed, senior management of Great Plains Energy had requested preliminary financial analyses of a potential merger of equals transaction be undertaken by Goldman Sachs and Lazard. Mr. Bassham indicated that Great Plains Energy’s consideration of a merger of equals was warranted. There was detailed discussion regarding the KCC merger standards and procedures, likelihood of KCC approval of a merger of equals given the denial of the proposed original merger, deal structure considerations and potential control issues. The Great Plains Energy Board agreed that senior management should move forward to quickly assess a merger of equals structure. Following discussion, based on the conviction of the Great Plains Energy Board in the company’s stand-alone plan and prospects for building shareholder value by pursuing that plan, and its confidence in the ability of Mr. Bassham to execute on that plan, the Great Plains Energy Board concluded that it was not prepared to proceed with a merger of equals transaction in which the post-closing board of directors of the combined company would not be equally constituted by

67

Table of Contents

members of the Great Plains Energy Board and the Westar Energy Board or in which Mr. Bassham would not be the chief executive officer of the combined company.

Following the conclusion of the Great Plains Energy Board meeting, Mr. Bassham called Mr. Ruelle and conveyed preliminary impressions from the discussions of the Great Plains Energy Board, noting the Great Plains Energy Board’s desire for more information to become informed about this type of transaction, and the importance of negotiations on valuation, relative shareholder ownership percentages and governance. Mr. Ruelle had discussions the same day with Guggenheim Securities representatives to update them on these developments.

Mr. Ruelle called Mr. Bassham on June 6, 2017 and advised him that the Westar Energy Board would meet via teleconference in the afternoon to discuss the possibility of pursuing a merger of equals. At this meeting of the Westar Energy Board, Mr. Ruelle provided a report on the discussions with Mr. Bassham over the past several days, including Mr. Ruelle’s and Mr. Bassham’s conclusion that it would not be possible to structure a transaction that would provide Westar Energy shareholders with a premium price and still address the issues that had been set out in the KCC order, and that Great Plains Energy had expressed an interest in exploring a merger of equals. The Westar Energy Board discussed the possibility of a merger of equals at length, including what information it would need to determine if such a merger was the appropriate direction for Westar Energy to take relative to its other options, some of the challenges the directors believed to be inherent in a merger of equals transaction, including the question of the composition of the board of directors and executive leadership of the combined company, the difficulty of melding together two cultures and the investor relations challenges that might arise as a result of the change from the premium mostly-cash sale. The Westar Energy Board asked questions about the nature and amount of regulatory commitments for the benefit of customers that would be necessary for the transaction to be acceptable to the KCC and the MPSC. Westar Energy senior management commented on various potential regulatory commitments, including among others those related to immediate customer benefits in the form of rate rebates, verification of costs savings expected to result from the transaction, and support for local communities and Kansas. Given the expected relative ownership percentages of the shareholders of the two companies, the Westar Energy Board emphasized its concern about executive leadership of the combined company and its strong desire for Mr. Ruelle to serve as the chief executive officer and for there to be a balanced division of key leadership roles between members of the senior management of both companies. After full discussion, the Westar Energy Board concluded that it needed more information about various issues relating to a merger of equals before it should decide how to proceed. The Westar Energy Board directed senior management, Guggenheim Securities and Baker Botts to prepare information on these issues and discussed scheduling a meeting in about a week to review and discuss this information.

Mr. Ruelle and Mr. Bassham met in Lawrence, Kansas on June 9, 2017 to continue discussions about terms of a possible merger of equals. Mr. Ruelle, noting the rarity of mergers of equals and unique history of these two companies, indicated the difficulty for both companies of making the necessary adjustments and concessions that would be needed for a merger of equals to occur. They discussed in more detail factors that would impact valuation and the exchange ratio in a merger of equals and identified governance and social issues that would need to be addressed. Mr. Bassham and Mr. Ruelle discussed a variety of potential terms for the restructured transaction, including: the need to select individuals serving as the chief executive officer and non-executive chairman of the combined company; the need to select individuals filling other senior management roles in the combined company; the legal headquarters of the combined company being located in Kansas City, Missouri, but with the operational headquarters to remain in Topeka, Kansas; the $380 million regulatory termination fee under the original merger agreement that would have been payable by Great Plains Energy upon a termination of the original merger agreement being addressed in the exchange ratio and the exchange ratio taking into account the fact that the share prices of both Great Plains Energy and Westar Energy had been affected by the uncertainty surrounding the pending proposed original merger and the terms of any potential restructured transaction. Mr. Ruelle and Mr. Bassham also discussed the prospective unwind by Great Plains Energy of the financing for the proposed original merger and the additional cash that Great Plains Energy was holding on its balance sheet in connection with that financing as a result of previously completing all of the public equity and debt financing in contemplation of the closing of the proposed original merger.

68

Table of Contents

Also on June 9, 2017, members of Great Plains Energy senior management discussed with representatives of OMERS a potential restructured transaction with Westar Energy. The representatives of OMERS advised Great Plains Energy senior management as to the revised terms that OMERS was seeking in order to continue its participation in a restructured transaction as a provider of equity capital to Great Plains Energy.

On June 10, 2017, representatives of Goldman Sachs, at the direction of Great Plains Energy, and representatives of Guggenheim Securities, at the direction of Westar Energy, met via teleconference to discuss Great Plains Energy’s stand-alone projections prepared by management of Great Plains Energy and key related assumptions.

A special meeting of the Westar Energy Board was held on June 12, 2017. Members of Westar Energy’s senior management and representatives of Guggenheim Securities and Baker Botts also attended the meeting. The meeting began with Mr. Ruelle making extended comments about the information that would be presented and discussed at the meeting as follow-up to the questions raised by the Westar Energy Board on the teleconference held the prior week. He noted topics that would be addressed in more detail in the meeting, including the utility industry environment, recent financial market developments, stock price performance since rumors about Westar Energy possibly considering a transaction were first reported in the press in November 2015, developments in the utility M&A market, Westar Energy’s stand-alone financial forecast, Westar Energy’s strategic alternatives, and background on mergers of equals transactions, including challenging issues typically faced in these transactions. He also expressed his view that the KCC order rejecting the original transaction made another premium sale to Great Plains Energy or any other party very unlikely, and that he saw serious drawbacks to starting another auction process, and therefore a stand-alone strategy with the benefit of the termination fee should be considered the base case for comparison against other alternatives.

After Mr. Ruelle summarized his most recent meeting with Mr. Bassham, and Baker Botts advised the directors about their fiduciary duties in the current situation, representatives of Guggenheim Securities reviewed detailed information about the topics noted above. Among other things, they discussed that a combination of Westar Energy and Great Plains Energy had the potential to create benefits for customers and shareholder value, that flat to declining energy sales is the most significant challenge facing the utility industry, that recently Westar Energy’s peers had performed well in the stock market and were now trading in line with Westar Energy, that utility regulators have rejected several recent transactions, or approved them only after requiring substantial changes for the benefit of customers, finding benefits too heavily weighted to shareholders, that data suggests utility scale provides clear competitive advantages, and their view that the KCC order rejecting the proposed original merger had significantly diminished the likelihood of a premium sale in the near term and therefore it was reasonable for the Westar Energy Board’s evaluation of strategic options to be principally focused on whether to pursue a stand-alone plan or a merger of equals transaction. Guggenheim Securities commented on reasons supporting a near-term consideration of a merger of equals transaction, including the potential of such a transaction to deliver over time similar value to customers and shareholders as the original merger and possible advantages the current situation provided to Westar Energy to negotiate a more favorable exchange ratio now than might have been possible prior to the original merger. Guggenheim Securities reviewed information about merger of equal transactions, including common structures, recent mergers of equals and key terms of those transactions, governance and social issues typically addressed, outcomes in recent utility mergers of equals transactions, and illustrative high-level financial information for a merger of equals involving Westar Energy and Great Plains Energy.

Guggenheim Securities also reviewed other hypothetical and potential companies with which Westar Energy could, in theory, engage in a merger of equals transaction. These other hypothetical candidates could have approached Westar Energy unilaterally to express interest and none had done so. They did not offer comparable opportunities to achieve the level of merger savings that could potentially benefit customers that are created by the close proximity of the geographical service territories of Westar Energy and Great Plains Energy. Furthermore, in connection with the settlement of litigation related to the original merger agreement, Westar Energy waived a provision of its confidentiality and standstill agreements with other potentially interested parties

69

Table of Contents

that prohibited those parties from asking for a waiver of the standstill provisions of the agreement. The effect of this change was to make it easier for those parties to propose an alternative transaction with Westar Energy if they wished to do so. Guggenheim Securities and Westar Energy senior management also discussed the industrial logic and significant synergy opportunities in a merger of equals with Great Plains Energy due to contiguous service territories, similar workforce demographic trends, shared ownership of generation facilities and shared ownership of an administrative structure that operates a nuclear facility and regulatory risks associated with other potential merger partners, all of which suggested the greater possibility of providing long-term benefit for customers and shareholders.

The Westar Energy Board then discussed various factors relevant to deciding a course of action. The Westar Energy Board recognized the challenges to pursuing a new premium sale transaction, and the limited appeal of options other than pursuing a stand-alone strategy or a merger of equals. The Westar Energy Board believed that, at the right valuation and exchange ratio in a merger of equals, significant value could be created for Westar Energy’s shareholders, and that this value would exceed the value Westar Energy could produce by pursuing a stand-alone strategy. However, the Westar Energy Board also recognized the significant challenges to structuring an acceptable merger of equals, including the handling of the reverse break-up fee that Great Plains Energy would otherwise owe to Westar Energy, governance, executive leadership and social issues, among others. The Westar Energy Board and senior management discussed how any stand-alone model, for purposes of comparison with a merger of equals, would need to explicitly reflect the receipt of the $380 million reverse break-up fee from Great Plains Energy. Following conclusion of the discussion, it was the consensus of the Westar Energy Board that senior management should continue discussions with Great Plains Energy, and explore and report back to the Westar Energy Board more detailed information about valuation and an exchange ratio, a comparison of earnings in a stand-alone model and a merger of equals, and expectations related to governance and social issues.

On June 13, 2017, the Great Plains Energy Board held a special meeting regarding the proposed original merger and the proposed merger of equals transaction, which was attended by representatives of Goldman Sachs, Lazard, Barclays Capital Inc. (referred to as “Barclays”) and Bracewell. Members of Great Plains Energy senior management reviewed with the Great Plains Energy Board certain financial and strategic matters, including the regulatory implications of a merger of equals, and the ability of Great Plains Energy and Westar Energy to address the concerns raised by the KCC with such a structure, including the benefits of such a structure for Great Plains Energy’s Missouri and Kansas customers, as well as the other benefits and risks of proceeding with such a structure. Representatives of Goldman Sachs, Lazard and Barclays reviewed the joint preliminary financial analyses of Goldman Sachs, Lazard and Barclays of a proposed merger of equals transaction, and representatives of Bracewell reviewed the structure of the proposed merger of equals transaction and documentation of such a transaction.

Mr. Bassham addressed numerous questions from the directors on social issues, headquarters, employees, regulatory considerations and addressed some of the reasons that merger of equals transactions sometimes fail. Mr. Bassham expressed his continued belief that the industrial logic of a transaction with Westar Energy remained compelling; however, he also noted that valuation, rate plan and social issues still needed to be determined. He indicated to the Great Plains Energy Board that both parties wanted to proceed promptly to a final decision on any potential restructured transaction, including a merger of equals. Representatives from Bracewell next discussed different merger of equals legal structures, regulatory and other approvals that would be required to complete a merger of equals transaction and the timeframe for completion.

Representatives of Goldman Sachs, at the direction of Great Plains Energy, and representatives of Guggenheim Securities, at the direction of Westar Energy, met via teleconference on June 13 and June 14, 2017 to discuss the status of negotiations and to further discuss financial projections of Great Plains Energy and Westar Energy prepared by management of Great Plains Energy and Westar Energy, respectively, and key related assumptions.

On June 15, 2017, Mr. Ruelle shared with Mr. Bassham key terms he considered important to resolve if the companies were to reach an agreement on the proposed merger of equals transaction, addressing in particular

70

Table of Contents

considerations regarding how the ownership split between the two companies’ shareholders could be determined, and how governance and social issues relating to the restructured transaction could be analyzed and assessed. Mr. Bassham and Mr. Ruelle met on June 16, 2017 to further discuss these matters.

Mr. Ruelle and Mr. Bassham met in Lawrence, Kansas on June 19, 2017 to continue discussions about the terms of a possible merger of equals transaction. Mr. Ruelle and Mr. Bassham discussed their respective positions on the exchange ratio for a possible merger of equals transaction in terms of the percentage interest in the combined company that the shareholders of Westar Energy and Great Plains Energy would hold following the closing of such transaction, with Mr. Ruelle expressing Westar Energy’s view that the Great Plains Energy shareholders should own between 45 percent and 47 percent of the combined company, and Mr. Bassham expressing Great Plains Energy’s view that its shareholders should own between 46 percent and 49 percent of the combined company. Mr. Ruelle and Mr. Bassham also discussed a variety of other governance and social issues relating to the proposed transaction. Also on June 19, 2017, Bracewell delivered to Great Plains Energy senior management for review a draft of an amended and restated merger agreement reflecting changes to the original merger agreement consistent with a merger of equals transaction.

On June 20, 2017, the Westar Energy and Great Plains Energy senior management teams held a due diligence teleconference, with representatives of Guggenheim Securities, Barclays, Goldman Sachs, Lazard and Bracewell attending, the purpose of which was for senior management of Westar Energy to provide an update on the financial condition of Westar Energy and other diligence matters.

A special meeting of the Westar Energy Board was held by teleconference on June 21, 2017. Members of Westar Energy’s senior management and representatives of Guggenheim Securities and Baker Botts also participated in the meeting. The meeting began with Mr. Ruelle reminding the directors of the subjects discussed at the meeting the prior week, the strategic alternatives available to Westar Energy, and general information about a possible merger of equals transaction and the possibility of recognizing significant benefits from such a transaction. He said the discussions at this meeting would cover his discussions earlier in the week with Mr. Bassham, an in-depth review of the financial case for a merger of equals transaction with Great Plains Energy, the status of discussions about governance and social issues, which generally suggested that a balanced outcome might be achievable, and the Westar Energy Board’s thoughts on whether to proceed with further discussions. Mr. Ruelle then stated the overall conclusion that a merger of equals with Great Plains Energy would be modestly accretive to Westar Energy without assuming any merger savings, increase the dividend received by Westar Energy shareholders, create significant additional scale that would provide opportunities to reduce operating costs and benefit customers, and provide significant additional free cash flow above Westar Energy’s stand-alone business case. Mr. Ruelle noted that an illustrative exchange ratio calculated based on the market price of each company’s stock was more favorable to Westar Energy shareholders now than the exchange ratio calculated in such manner at most any time in recent history. He commented that additional considerations were present because of the significant amount of cash that Great Plains Energy held as a result of the completion of the financing to pay the cash purchase price in the proposed original merger and that Great Plains Energy would hold at closing for the benefit of the combined company a substantial cash balance of approximately $1.3 billion and have excess equity outstanding after repurchasing bonds and preferred stock issued to finance the proposed original merger.

Mr. Ruelle reviewed typical terms related to governance and social considerations in the possible merger of equals transaction and discussed a potential post-closing executive team. Mr. Ruelle said he emphasized to Mr. Bassham in their discussions his view that the outcome of these matters must be balanced from an overall perspective. Apart from a decision about the chief executive officer and non-executive chairman, which remained open, he said their discussions reflected an equal number of directors from each company serving on the Board of Directors of the combined company, an allocation of board committee chairs between legacy Westar Energy and legacy Great Plains Energy directors, a revised executive team with a balanced number of senior executives from each company reporting to the chief executive officer, the maintenance of operating headquarters in both Kansas and Missouri, a legal headquarters in Kansas City, and a decision to adopt a new neutral company name that

71

Table of Contents

would be determined in the future. The most significant unresolved governance question was the identities of the chief executive officer and non-executive chairman. Mr. Ruelle advised the Westar Energy Board that the Great Plains Energy Board might take the view that a merger of equals transaction could not take place unless Mr. Bassham was named the chief executive officer. The identity of the Chairman of the Board and whether there would also be an independent lead director were other significant unresolved questions. He advised that he and Mr. Bassham had reached preliminary conclusions about the identity of the senior executives reporting to the chief executive officer, which he reviewed with the Westar Energy Board.

After representatives of Guggenheim Securities briefly reviewed information about the scale of the resulting enterprise and related benefits, they and Mr. Ruelle led a detailed review of the financial case supporting a merger of equals, reflected in a presentation provided to the Westar Energy Board in advance of the meeting. Mr. Ruelle noted again that the analysis of the financial case involved additional considerations because of the Great Plains Energy cash balances and the excess equity in its capital structure. This review first focused on factors related to the determination of an exchange ratio and covered, among other items, share price performance, current and historical forward price/earnings multiples, historical exchange ratios, financial analyst views on stand-alone valuations, methods used to determine implied stand-alone valuations, percentage contribution of each company to the combined enterprise based on equity, enterprise value, rate base, net plant, property and equipment, EBITDA, net income and free cash flow, and with considerations also to the excess cash Great Plains Energy would bring to the combined company. Next the review focused on the stand-alone financial forecasts for 2017-2022 for each company. The substantial increase in the dividend to Westar Energy shareholders was also discussed. The review then returned to illustrative stand-alone valuations of each company under various methods and implied exchange ratios based on the stand-alone valuations and finally addressed pro forma Westar Energy earnings per share accretion using an illustrative exchange ratio in scenarios based on various assumptions about timing of post-closing share buybacks and the amount of realized merger savings.

The Westar Energy Board discussed the determination of the exchange ratio and asked questions about the factors identified as most critical to this determination, including the impact of the Great Plains Energy cash balances, of timing of post-closing repurchases of equity by the combined company, of assumptions about payment of the $380 million reverse termination fee that Great Plains Energy would otherwise owe to Westar Energy, and of emphasis on various financial valuation methods rather than current share trading prices. The Westar Energy Board discussed and asked questions about the differences in the projected growth in earnings per share and rate base for each of the companies. The Westar Energy Board also discussed and asked questions about assumptions for merger savings and how changes in these assumptions impacted Westar Energy’s projected earnings per share, and the nature and scope of regulatory commitments the combined company might need to make to provide a level of customer benefits that would be acceptable to the KCC and the MPSC. Mr. Ruelle made comments about the challenge of closing a possible transaction at the same time as both companies expected to be pursuing rate cases to meet revenue deficiencies irrespective of the proposed merger of equals transaction. Upon conclusion of this discussion and following an executive session without Mr. Ruelle or other members of senior management present, it was the consensus of the Westar Energy Board that a merger of equals could be in the best interest of Westar Energy’s shareholders if an agreement could be reached on an acceptable exchange ratio and if the open social issues could be resolved satisfactorily. The Westar Energy Board authorized Westar Energy’s senior management to continue discussions with Great Plains Energy and also directed them to report back to the Westar Energy Board on their discussions and provide further analysis of the proposed merger of equals transaction.

Also on June 21, 2017, Great Plains Energy engaged Barclays to provide financial advisory services in connection with the proposed restructured transaction.

On June 22, 2017, the Great Plains Energy Board held a special telephonic meeting regarding the proposed merger of equals transaction with Westar Energy, which was attended by representatives of Goldman Sachs, Lazard, and Bracewell. Members of Great Plains Energy senior management reviewed with the Great Plains Energy Board certain financial and strategic matters, including senior management’s view that the no premium merger of equals transaction under consideration could address all of the objections raised by the KCC order

72

Table of Contents

relating to the original transaction. At that meeting, Mr. Bassham updated the Great Plains Energy Board on key terms discussed with Mr. Ruelle on a proposed merger of equals transaction, including a range of possible exchange ratios for the stock transfer, future dividend rates, headquarters locations, job numbers and potential guarantees, the combined company name, governance issues and how to address transaction termination fees on a going-forward basis. Mr. Bassham also discussed several other important aspects of the proposed merger of equals transaction, including the unwinding of Great Plains Energy’s prior financing that was incurred to finance the proposed original merger, the legal structure for a holding company, and the timeline for regulatory approvals and closing the proposed merger of equals transaction. Mr. Bassham also generally discussed the process for Great Plains Energy Board review and approval of a merger of equals transaction. Members of senior management further discussed with the Great Plains Energy Board the factors that were being discussed for determining the exchange ratio, including the $380 million regulatory termination fee under the original merger agreement.

Also on June 22, 2017, Mr. Bassham and Mr. Ruelle discussed by telephone certain aspects of the proposed merger of equals transaction. Following their discussion, Mr. Bassham contacted Mr. Ruelle about proposed changes to the original merger agreement that would be reflected in an amended and restated merger agreement to reflect the change to a merger of equals structure. Later that evening, Baker Botts contacted Bracewell to discuss proposed changes, including the proposed removal of the regulatory termination fee.

On June 23, 2017, Mr. Bassham called Mr. Ruelle to further discuss the potential merger of equals transaction, and in particular, the determination of the exchange ratio. Mr. Bassham advised Mr. Ruelle that Great Plains Energy was willing to include the amount of the $380 million regulatory termination fee payable under the original merger agreement in the calculation of the exchange ratio, but was not willing to have the $380 million regulatory termination fee apply in the event that the parties were unable to obtain regulatory approval for the proposed merger of equals transaction. The same day, Bracewell circulated an initial draft of an amended and restated merger agreement reflecting Great Plains Energy’s proposed changes to the original merger agreement to reflect a merger of equals between Great Plains Energy and Westar Energy. Among other things, the draft amended and restated merger agreement proposed (1) an all-stock transaction in which the shareholders of Great Plains Energy and Westar Energy would receive shares of a newly formed company, (2) that Great Plains Energy and Westar Energy would each provide representations and warranties and interim operations covenants very similar to those agreed to by Westar Energy in the original merger agreement, (3) deleting certain representations, warranties and covenants in the original merger agreement that would no longer be relevant in a merger of equals transaction, such as financing covenants, (4) certain additional closing conditions, including the absence of a material adverse effect with respect to Great Plains Energy, required regulatory approvals not including or imposing a regulatory material adverse effect and the receipt of tax opinions confirming the nontaxable nature of the transaction, (5) modification of the treatment of outstanding equity awards for the officers and employees of Great Plains Energy and Westar Energy to reflect the merger of equals structure, (6) an extension of the end date upon which either party could terminate the agreement, (7) modification of certain termination rights of Great Plains Energy upon the proper exercise of its “fiduciary out” and in certain other circumstances and (8) elimination of the $380 million regulatory termination fee payable by Great Plains Energy in the event that regulatory approvals for the transaction were not obtained.

On June 27, 2017, the Westar Energy and Great Plains Energy senior management teams, with representatives of Guggenheim Securities, Barclays, Goldman Sachs and Lazard participating, held a teleconference the purpose of which was for senior management of Great Plains Energy to provide an update on Great Plains Energy financial information. Representatives of Goldman Sachs and Guggenheim Securities had a call the same day during which the financial projections of Great Plains Energy and Westar Energy prepared by management of Great Plains Energy and Westar Energy, respectively, and related key assumptions were discussed.

Members of senior management of Westar Energy and Great Plains Energy met on June 30, 2017 to continue refining a joint regulatory plan that would appropriately reflect the stand-alone regulatory plans of each

73

Table of Contents

company for future rate cases. Afterwards, Mr. Ruelle met briefly with Mr. Bassham and they confirmed each company’s continued interest in a possible merger of equals transaction, discussed the basis and timing for a possible decision considering the upcoming July 4th holiday, and noted the handling of the reverse termination fee that was otherwise payable by Great Plains Energy to Westar Energy as a critical issue to be resolved, along with confirming and refining understandings on governance and social issues.

A special meeting of the Westar Energy Board was held by teleconference on July 1, 2017. Members of Westar Energy’s senior management and representatives of Guggenheim Securities and Baker Botts also participated in the meeting. The meeting began with introductory comments from the Chairman and Mr. Ruelle advising that the meeting would focus on the key issues relevant to a decision whether to continue discussions with Great Plains Energy about a merger of equals, and on information responding to questions raised by the Westar Energy Board at its meeting the prior week. Mr. Ruelle noted that the key financial issue was valuation and determination of the exchange ratio, including how the reverse termination fee that would otherwise be payable by Great Plains Energy to Westar Energy might be handled, and that after additional analysis senior management was confident of its full understanding of the relevant considerations. He also noted that the management teams continued to work on refining a joint regulatory plan with regulatory commitments that would be critical to approval of a transaction, including among others commitments for immediate customer benefits in the form of rate rebates, verification of cost savings expected to result from the transaction, support for local communities and Kansas by agreeing to maintain a minimum employment level at the operating headquarters in Topeka, Kansas for five years following the closing, and not having employee involuntary severances as a result of the transaction. He advised that the Great Plains Energy Board continued to insist that Mr. Bassham serve as the Chief Executive Officer of the combined company.

Mr. Ruelle then expressed his recommendation that Westar Energy pursue a merger of equals with Great Plains Energy subject to reaching an agreement on the remaining issues. Mr. Ruelle explained some of the reasons supporting this recommendation, beginning with his belief that shareholder and customer interests were better served by being a substantial part of a larger organization with greater scale, which on the margin provided more options for addressing future challenges, and in this case unlike the acquisition by Westar Energy of another utility the greater scale could be achieved without paying a substantial transaction premium and suffering earnings dilution, but instead result in expected earnings accretion. In addition, some of the merger savings, which could only be achieved in a combination with Great Plains Energy, would benefit Westar Energy’s shareholders, while at the same time substantial merger savings would benefit both companies’ customers.

Representatives of Guggenheim Securities provided a detailed review of a revised stand-alone valuation analysis of Westar Energy reflecting receipt of the reverse termination fee, and a valuation analysis of the value Westar Energy shareholders would receive in the pro forma combined company assuming no payment of the reverse termination fee, in each case using various methods presented at prior meetings. They also reviewed financial forecasts for Westar Energy and Great Plains Energy on a stand-alone basis, the combined companies on a pro forma basis assuming no merger savings, and the combined companies on a pro forma basis with various assumptions about realized merger savings and customer rate rebates, and based on certain financial information provided by the respective senior management of Westar Energy and Great Plains Energy. This analysis showed modest earnings accretion for Westar Energy in the no merger savings case and significant additional earnings accretion assuming various levels of merger savings at various exchange ratios. The representatives of Guggenheim Securities stated, based on the assumptions underlying their analysis, their analysis indicated a merger of equals transaction could provide more value to Westar Energy shareholders than a stand-alone model, and that there could be a path over the forecast period to Westar Energy share value approaching, if not exceeding, the value in the prior premium acquisition.

The Westar Energy Board discussed the reverse termination fee that would have been paid upon termination of the premium acquisition and how it impacted valuation and the exchange ratio, and alternatives for resolving the conflict between the Westar Energy Board’s view that the fee should be reflected in the exchange ratio in the proposed merger of equals transaction and the Great Plains Energy Board’s view that the fee should be reduced

74

Table of Contents

or eliminated as part of a merger of equals transaction. At the Westar Energy Board’s request, representatives of Baker Botts reviewed and responded to questions about the various termination fees payable under the draft amended and restated merger agreement in various scenarios, and Westar Energy senior management reviewed information about the process used to develop potential merger savings and change in control considerations for both Westar Energy and Great Plains related to the merger of equals, including the change in control benefits that could be payable under different circumstances to Westar Energy senior management and the aggregate cost. The Westar Energy Board also discussed the exchange ratio and the relative ownership percentage in the combined company of the Westar Energy shareholders. Upon conclusion of the discussion and following an executive session without Mr. Ruelle or other members of senior management present, the Westar Energy Board developed a consensus about the range of the exchange ratio that would be acceptable, and about how the resolution of various issues would determine an acceptable outcome within the range. The Westar Energy Board supported continuing discussions with Great Plains Energy on this key issue and emphasized that it was essential that Westar Energy representatives fill the roles of Chairman of the Board and lead director of the combined company if Mr. Bassham were to be designated as the chief executive officer. Mr. Ruelle was authorized to continue discussions with Mr. Bassham.

Mr. Ruelle and Mr. Bassham met in Lawrence, Kansas on July 2, 2017 to continue discussions about terms of a possible merger of equals. They discussed in more detail factors that would impact valuation and the exchange ratio in the proposed merger of equals transaction, and identified governance and social issues that would need to be decided. Among other items, Mr. Ruelle and Mr. Bassham discussed Westar Energy’s position that the exchange ratio should be set such that Great Plains Energy shareholders would own 47 percent of the combined company following the closing of the proposed merger of equals transaction and Great Plains Energy’s position that its shareholders should own between 48 and 48.5 percent of the combined company following the closing of the proposed merger of equals transaction, and whether a $380 million regulatory termination fee payable by Great Plains Energy would be applicable in the event that the parties were unable to obtain regulatory approval of the proposed merger of equals transaction.

On July 3, 2017, the Great Plains Energy Board held a special telephonic meeting to review the proposed merger of equals transaction between Great Plains Energy and Westar Energy which was attended by representatives of Goldman Sachs, Lazard, Barclays and Bracewell. Mr. Bassham and members of the Great Plains Energy senior management team provided an overview to the Great Plains Energy Board regarding the status of the potential transaction and the negotiations that had taken place to date. Great Plains Energy senior management reviewed with the Great Plains Energy Board, among other items: (1) Great Plains Energy’s stand-alone plan, including the termination fee payable to Westar Energy and the costs of unwinding the transaction financing associated with the stand-alone plan; (2) the strategic benefits of engaging in the proposed merger of equals transaction with Westar Energy; (3) the benefits to Great Plains Energy’s shareholders, customers and other stakeholders of engaging in the proposed merger of equals transaction; (4) the potential efficiencies that could be achieved by engaging in the proposed merger of equals transaction; (5) the regulatory considerations associated with the proposed merger of equals transaction, including with respect to seeking approval of the KCC and the MPSC and addressing the concerns raised by the KCC order; (6) the key terms of the proposed merger of equals transaction; (7) certain financial matters associated with the proposed merger of equals transaction, including the value of Great Plains Energy common stock that should be used in determining the exchange ratio; and (8) the key risks associated with engaging in the proposed merger of equals transaction. Representatives of Goldman Sachs, Lazard and Barclays reviewed the joint preliminary financial analyses of Goldman Sachs, Lazard and Barclays of a proposed merger of equals transaction.

Representatives of Bracewell, together with members of Great Plains Energy senior management, reviewed with the Great Plains Energy Board the key terms of the proposed amended and restated merger agreement, and Bracewell reviewed the fiduciary duties of the members of the Great Plains Energy Board in connection with their consideration of the proposed merger of equals transaction. Following discussion, the Great Plains Energy Board authorized Mr. Bassham to continue negotiations with Mr. Ruelle and authorized Mr. Bassham to make a proposal to Mr. Ruelle with respect to the proposed merger of equals transaction on terms such that (1) the exchange ratio would provide Great Plains Energy shareholders with ownership interest of 47.75 percent of the

75

Table of Contents

combined company following the closing and (2) Great Plains Energy would be obligated to pay a reduced termination fee of $180 million in the event that the parties failed to obtain regulatory approval for the proposed merger of equals transaction.

Later on July 3, 2017, Mr. Ruelle and Mr. Bassham discussed the terms of the proposed merger of equals transaction. Mr. Bassham proposed to Mr. Ruelle that Great Plains Energy and Westar Energy engage in the proposed transaction on terms such that Great Plains Energy shareholders would own 47.75 percent of the combined company following the closing and the potential regulatory termination fee payable by Great Plains Energy would be reduced to $180 million. Mr. Ruelle advised Mr. Bassham that Westar Energy’s position with respect to the exchange ratio and termination fees was that Great Plains Energy shareholders should own 47.25 percent of the combined company following the closing, and that the termination fees should remain consistent with the original merger agreement, except that the termination fee payable by Great Plains Energy in the event that its shareholders fail to approve the proposed merger of equals transaction should be increased from $80 million to $190 million. Following discussion, Mr. Ruelle and Mr. Bassham agreed to consider, and discuss with the respective boards of directors of Westar Energy and Great Plains Energy, a proposed merger of equals transaction on terms that included: (1) an exchange ratio that would provide Great Plains Energy shareholders with ownership of 47.5 percent of the combined company following the closing; (2) a reduced regulatory termination fee potentially payable by Great Plains Energy of $190 million; (3) a reduction in the “fiduciary out” termination fee potentially payable by Westar Energy from $280 million to $190 million; (4) an increase in the “fiduciary out” termination fee potentially payable by Great Plains Energy from $180 million to $190 million; and (5) no change to the $80 million termination fee potentially payable by Great Plains Energy in the event that the shareholders of Great Plains Energy fail to approve the proposed merger of equals transaction.

In the evening of July 3, 2017, Baker Botts delivered a revised draft amended and restated merger agreement to Bracewell that addressed, among other things, a transition committee, Westar Energy equity award treatment, employee issues, representations and warranties of Monarch Energy and King Energy, Westar Energy’s ability to pay dividends under the merger agreement prior to closing, governance issues and termination fees.

On July 5, 2017, the Great Plains Energy Board held a special telephonic meeting to review the proposed merger of equals transaction between Great Plains Energy and Westar Energy which was attended by representatives of Bracewell. Mr. Bassham provided an overview to the Great Plains Energy Board regarding the status of the potential transaction and his most recent negotiations with Mr. Ruelle. Following discussion, the Great Plains Energy Board authorized Mr. Bassham to reach agreement with Mr. Ruelle on the terms Mr. Bassham had most recently discussed with him, including fixing an exchange ratio that would provide Great Plains Energy shareholders with ownership of 47.5 percent of the combined company following the closing and setting a regulatory termination fee potentially payable by Great Plains Energy at $190 million (reduced from the $380 million from the prior agreement); equal “fiduciary out” termination fees for both companies of $190 million; and continuation of the $80 million termination fee to be payable by Great Plains Energy if the Great Plains shareholders failed to approve the proposed merger of equals transaction. The Great Plains Energy Board authorized Mr. Bassham to continue discussions and contract revisions on a merger of equals based on the revised terms. Mr. Bassham advised the Great Plains Energy Board that senior management of Great Plains Energy and Westar Energy would seek to finalize negotiations with Mr. Ruelle and the documentation for the proposed merger of equals transaction, and would seek to call a final board meetings with respect to the proposed transaction in the coming days if agreement could be reached as to final terms.

A special meeting of the Westar Energy Board was held by teleconference on July 6, 2017. Members of Westar Energy’s senior management and representatives of Guggenheim Securities and Baker Botts also participated in the meeting. The meeting began with introductory comments from the Chairman who advised that discussions appeared to be resolving open issues in an acceptable manner and that assuming no unexpected developments the Westar Energy Board would be asked to make a decision about the proposed merger of equals transaction over the upcoming weekend. Mr. Ruelle reported on the outcome of discussions with Mr. Bassham in

76

Table of Contents

their meeting on July 2, 2017 and in subsequent telephone calls where agreement was reached on relative ownership percentages of Westar Energy and Great Plains Energy shareholders in the new company of 52.5 percent and 47.5 percent, respectively, resulting in an exchange ratio of 0.5981; the reverse termination fee was reduced to $190 million and the “fiduciary out” termination fees for both parties were adjusted to $190 million; and open questions about governance and social issues were resolved, including that the combined company would have an equal number of directors from Westar Energy and Great Plains Energy, Mr. Ruelle would serve as the Chairman of the Board, Mr. Charles Q. Chandler IV, the Westar Energy Chairman of the Board would serve as the new lead independent director, and the direct reports to Mr. Bassham as the chief executive officer of the combined company would include three executives each from Westar Energy and Great Plains Energy. Mr. Ruelle also advised that he and Mr. Bassham had reached an informal understanding about how to handle a few key transition questions, and that plans for an announcement of a restructured transaction on the morning of July 10 were being finalized with Great Plains Energy.

Representatives of Guggenheim Securities commented that, based on their financial analysis, they continued to believe there was a compelling strategic rationale for such transaction over a stand-alone strategy. They highlighted key benefits of the proposed merger of equals transaction, including accretive earnings per share even without transaction synergies and an increased dividend for Westar Energy shareholders, increased cash flow, an improved credit ratings profile, potential benefits to both Westar Energy shareholders and customers from transaction synergies, and enhanced optionality for future strategic alternatives. They also highlighted the key analysis in their stand-alone valuation of Westar Energy and the pro forma valuation of the new combined company, especially noting the positive benefit to Westar Energy shareholders indicated by a discounted cash flow valuation of the pro forma combined company that exceeded the same valuation for Westar Energy on a stand-alone basis. Guggenheim Securities confirmed it was prepared to issue an opinion to the Westar Energy Board, 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 to the fairness, from a financial point of view, of the Westar Energy exchange ratio to Westar Energy shareholders (taking into account the Great Plains Energy exchange ratio), subject to receiving an execution copy of the amended and restated merger agreement.

Representatives of Baker Botts discussed Westar Energy Board’s fiduciary duties applicable to the consideration of the proposed merger of equals with Great Plains Energy. They also reviewed a summary of the key terms of the merger agreement included with the materials provided to the Westar Energy Board in advance of the meeting. Westar Energy senior management reviewed change in control considerations for both companies related to the proposed merger of equals transaction.

At the conclusion of the meeting, following extensive discussion throughout the meeting, it was the consensus of the Westar Energy Board that the proposed merger of equals transaction was in the long-term best interests of Westar Energy’s shareholders, and that absent unexpected developments and subject to the completion of documentation and planning for announcement of the transaction, it was prepared to approve the proposed merger of equals transaction.

Also on July 6, 2017, Bracewell delivered to Baker Botts a revised draft of the amended and restated merger agreement. From July 6 through July 9, 2017, Great Plains Energy and Westar Energy worked together with their respective counsel to resolve the remaining open issues in the draft amended and restated merger agreement, including, among other things, certain additional conditions to Westar Energy’s obligation to close the transactions related to cash on Great Plains Energy’s balance sheet and its planned redemption of preference stock, employee issues, potential retention compensation, governance issues and termination fees. It was agreed to add back a termination fee in the amount of $190 million payable by Great Plains Energy in the event that regulatory approvals for the proposed merger of equals transaction are not obtained, to reduce the termination fees payable by Westar Energy and to increase the termination fees payable by Great Plains Energy.

A special meeting of the Westar Energy Board was held by teleconference on July 9, 2017. Members of Westar Energy’s senior management and representatives of Guggenheim Securities and Baker Botts also

77

Table of Contents

participated in the meeting. Mr. Ruelle reviewed key items finalized since the last meeting, including clarification of his term as Chairman of the Board of the combined company, an additional closing condition requiring Great Plains Energy to have a minimum of $1.25 billion in cash at closing, and assigning to Great Plains Energy the right to appoint the chair of a new Nuclear and Environmental Committee. Representatives of Guggenheim Securities confirmed delivery of the firm’s fairness opinion to the Board and that the opinion had not changed from the draft opinion discussed with the Westar Energy Board at the prior meeting. Representatives of Baker Botts commented on the final form of the amended and restated merger agreement and confirmed no substantive changes had been made except as discussed at the meeting. Following discussions, the Westar Energy Board (1) determined that it was in the best interests of Westar Energy and its shareholders, and declared it advisable, for Westar Energy to enter into the amended and restated merger agreement and to consummate the transactions contemplated thereby, (2) adopted and approved the amended and restated merger agreement and approved Westar Energy’s execution, delivery and performance of the amended and restated merger agreement and the consummation of the transactions contemplated by the amended and restated merger agreement and (3) resolved to recommend that Westar Energy’s shareholders adopt the amended and restated merger agreement.

Also on July 9, 2017, the Great Plains Energy Board held a special telephonic meeting, which was attended by members of Great Plains Energy senior management, representatives of Goldman Sachs, Lazard, Barclays and Bracewell. Members of Great Plains Energy senior management, together with representatives of Great Plains Energy’s advisors, reviewed with the Great Plains Energy Board the final terms of the amended and restated merger agreement, including the exchange ratio of 0.5981 shares of Monarch Energy common stock to be received by Great Plains Energy shareholders for each share of Great Plains Energy common stock, which would result in Great Plains Energy shareholders owning approximately 47.5 percent of the combined company following the closing, the revised termination fees, including a regulatory termination fee of $190 million potentially payable by Great Plains Energy, the final changes to the amended and restated merger agreement that had been negotiated with Westar Energy, including the changes to the termination fees, among others. Representatives of Bracewell reviewed with the Great Plains Energy Board certain legal matters relating to the proposed merger of equals transaction and the fiduciary duties of the members of the Great Plains Energy Board with respect to such transaction.

The Great Plains Energy Board received a presentation from representatives of Goldman Sachs with respect to its financial analyses of the proposed merger of equals 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 July 9, 2017, that as of the date of the opinion and based upon and subject to the factors and assumptions set forth therein, the Great Plains Energy exchange ratio pursuant to the amended and restated merger agreement was fair from a financial point of view to the holders (other than Westar Energy and its affiliates) of shares of Great Plains Energy common stock. 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 D.

The Great Plains Energy Board received a presentation from representatives of Lazard with respect to its financial analyses of the proposed merger of equals transaction. Representatives of Lazard rendered its oral opinion to the Great Plains Energy Board, subsequently confirmed in writing by delivery of a written opinion dated as of July 9, 2017, that as of the date of the opinion and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the Great Plains Energy exchange ratio pursuant to the amended and restated merger agreement was fair, from a financial point of view, to the holders of Great Plains Energy common stock (other than shares of Great Plains Energy common stock held by Great Plains Energy as treasury stock, shares owned by a wholly-owned subsidiary of Great Plains Energy or shares owned directly or indirectly by Westar Energy, Monarch Energy or King Energy). The full text of the written opinion of Lazard, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this joint proxy statement/prospectus as Annex E.

78

Table of Contents

After considering the proposed terms of the amended and restated 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 transactions contemplated by the amended and restated merger agreement were advisable and in the best interests of Great Plains Energy and its shareholders, adopted the amended and restated merger agreement and approved Great Plains Energy’s execution, delivery and performance of the amended and restated merger agreement and resolved to recommend that Great Plains Energy’s shareholders approve the amended and restated merger agreement.

Following the Westar Energy and Great Plains Energy Board of Directors meetings, the amended and restated merger agreement was finalized and the parties signed the amended and restated merger agreement. After the parties signed the merger agreement, Great Plains Energy and OMERS terminated the OMERS SPA. On July 10, 2017, Westar Energy and Great Plains Energy issued a joint press release announcing the execution of the amended and restated merger agreement.

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

The Great Plains Energy Board has reviewed and considered the terms of the mergers and the merger agreement and has unanimously determined that the mergers are advisable and in the best interests of Great Plains Energy and its shareholders and unanimously recommends that Great Plains Energy shareholders vote FOR the Great Plains Energy Merger proposal.

In reaching its decision to recommend that the Great Plains Energy shareholders approve the Great Plains Energy Merger proposal, the Great Plains Energy Board consulted with Great Plains Energy senior management, as well as Goldman Sachs, Lazard and Barclays, financial advisors to Great Plains Energy in connection with the mergers, and Bracewell, outside counsel to Great Plains Energy in connection with the mergers, 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 mergers, 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 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 mergers, many of which were the same as, or similar to, the factors the Great Plains Energy Board considered in the transactions contemplated by the original merger agreement, including the following:

79

Table of Contents

80

Table of Contents

Impact of the Mergers on Customers. The Great Plains Energy Board evaluated the expected impact of the mergers 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 and frequency of future rate increases. The Great Plains Energy Board further considered that Great Plains Energy senior management has conducted an extensive review of potential operating efficiencies in connection with its integration planning activities over the past year, which has provided an increased level of confidence in the realization of these efficiencies.

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

Employee Matters. The Great Plains Energy Board evaluated the expected impact of the mergers 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. The Great Plains Energy Board also considered the impact that business uncertainty pending completion of the mergers, as well as the prospective combined company leadership team that includes current executives from both Westar Energy and Great Plains Energy, could have on the ability to attract, retain and motivate key personnel until the mergers are completed.

Financial Considerations. The Great Plains Energy Board considered the expected financial impact of the mergers on Great Plains Energy, including that the transaction is expected to be accretive to Great Plains Energy’s earnings per share in the first full year following the consummation of the mergers and 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 Energy, including information with respect to their respective earnings histories.

Total Shareholder Return. The Great Plains Energy Board considered that the mergers are expected to position the combined company to deliver strong total shareholder returns with targeted compounded annual earnings per share growth of 6-8 percent over the next several years, resulting in part from the anticipated realization of efficiencies that should allow both quantifiable benefits for customers and afford the utilities a better opportunity to earn their allowed returns without having to resort only to rate increases, as well as the combined company’s expected strong balance sheet and improved free cash flows, which should create a robust business platform to pursue new sustainable growth opportunities including investments in additional renewables and transmission assets. In addition, the Great Plains Energy Board considered the anticipated implementation of a share repurchase program after closing to rebalance the combined company’s capital structure and effectively deploy cash.

Post-Merger Corporate Governance. The Great Plains Energy Board considered the corporate governance provisions of the merger agreement, including that, upon completion of the mergers, the board of directors of the combined company will include an equal number of directors from the Great Plains Energy Board and the Westar Energy Board, the non-executive Chairman of the combined company board will be Mr. Ruelle, the President and Chief Executive Officer of the combined company will be Mr. Bassham, and the key leadership positions of the combined company will be filled by current executives of each of Westar Energy and Great Plains Energy, as specified in an exhibit to the merger agreement. See “Monarch Energy Governance and Management” beginning on page 177 for further information.

81

Table of Contents

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

Opinions of Financial Advisors. The Great Plains Energy Board considered the financial analyses and presentations of Goldman Sachs and Lazard, as presented to the Great Plains Energy Board on July 9, 2017, as well as Goldman Sachs’ and Lazard’s respective oral opinions delivered to the Great Plains Energy Board on July 9, 2017, and later confirmed in (i) Goldman Sachs’ written opinion dated July 9, 2017, that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth therein, the Great Plains Energy exchange ratio pursuant to the amended and restated merger agreement was fair from a financial point of view to the holders (other than Westar Energy and its affiliates) of shares of Great Plains Energy common stock and (ii) Lazard’s written opinion dated as of July 9, 2017, that, as of the date of the opinion and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the Great Plains Energy exchange ratio pursuant to the amended and restated merger agreement was fair, from a financial point of view, to the holders of Great Plains Energy common stock (other than shares of Great Plains Energy common stock held by Great Plains Energy as treasury stock, shares owned by a wholly-owned subsidiary of Great Plains Energy or shares owned directly or indirectly by Westar Energy, Monarch Energy or King Energy). See “The Proposed Mergers—Opinions of Great Plains Energy’s Financial Advisors” beginning on page 84.

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, taking into account the obligations of Great Plains Energy under the original merger agreement.

Due Diligence. The Great Plains Energy Board considered and evaluated the results of the due diligence investigation and subsequent integration planning undertaken by Great Plains Energy’s management and advisors, including the information included in the updated disclosure letter delivered by Westar Energy to Great Plains Energy in connection with the merger agreement. The Great Plains Energy Board also considered estimated pre-tax operating efficiencies, excluding costs to achieve, projected to result from the mergers of $113 million, $148 million, $155 million and $159 million in 2019, 2020, 2021 and the terminal year, respectively, which were developed by the management of Great Plains Energy in the course of the due diligence investigation and integration planning, 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 ratios for the Westar Energy shareholders and the Great Plains Energy shareholders were developed by taking into account Great Plains Energy’s potential obligation to pay the $380 million termination fee to Westar Energy if the original merger agreement were terminated, and the dislocation of the market prices of the shares of both Westar Energy and Great Plains Energy as a result of the original transaction and the KCC order, the restrictions on the operations of each of Westar Energy and Great Plains Energy 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 mergers, 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 147 for a detailed discussion of the terms and conditions of the merger agreement.

Likelihood of Completion of the Mergers. The Great Plains Energy Board considered the likelihood that the mergers will be completed on a timely basis, including the likelihood that the mergers will receive all necessary regulatory approvals without unacceptable conditions and that all conditions to consummation of the mergers will be satisfied, including, among other conditions, that neither Great Plains Energy nor Westar Energy is

82

Table of Contents

required to complete the mergers 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 the combined company, including Great Plains Energy and Westar Energy, and their respective subsidiaries taken as a whole (after giving effect to the mergers), but assuming that the combined company constitutes a consolidated group of entities of the same size and scale as Westar Energy and its subsidiaries, taken as a whole, and neither Great Plains Energy nor Westar Energy is required to complete the mergers if the mergers have not been approved by the KCC, MPSC, 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 July 9, 2018, which may be extended for an additional six months under specified circumstances.

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

Merger Consideration. The Great Plains Energy Board considered that the merger consideration to be received by Great Plains Energy shareholders consists of a fixed number of shares of Monarch Energy common stock for each share of Great Plains Energy common stock, which was fixed at the time the merger agreement was signed. Accordingly, the merger consideration to be received by Great Plains Energy shareholders will not adjust downwards to compensate for any declines in the results of operations, earnings or price of Westar Energy common stock prior to the closing of the mergers, and the terms of the merger agreement do not include termination rights triggered expressly by a decrease in the market price of Westar Energy’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 Energy 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 mergers that Westar Energy 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 mergers 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. The Great Plains Energy Board further considered that in the event that the mergers cannot be consummated on or prior to January 9, 2019 solely due to a failure of Great Plains Energy and Westar Energy to receive the required regulatory approvals (or an applicable regulatory authority prohibits the consummation of the transaction), and Westar Energy were to terminate the merger agreement, Great Plains Energy would be required to pay to Westar Energy a termination fee of $190 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 2018 and that if regulatory approvals have not been obtained, under certain circumstances the merger agreement provides that it may not be terminated until January 9, 2019.

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 mergers, and the fact that if the merger agreement is terminated due to a failure of the Great Plains Energy shareholders holding at least two-thirds of the outstanding common shares of Great Plains Energy common stock and entitled to vote to approve the Great Plains Energy Merger proposal at the Great Plains Energy special meeting, Great Plains Energy would be required to pay a termination fee to Westar Energy of $80 million.

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 $190 million in connection with an alternative

83

Table of Contents

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 mergers. 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 Energy a termination fee of $190 million in the event that Westar Energy terminates the merger agreement due to the failure of Great Plains Energy to consummate the mergers as required by the terms of the merger agreement. See “The Merger Agreement—Termination; Termination Fee; Expenses” beginning on page 172 for further information regarding such fees and expenses.

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 mergers in addition to their interests as shareholders of Great Plains Energy. See “Additional Interests of Great Plains Energy’s and Westar Energy’s Directors and Executive Officers in the Mergers” beginning on page 136 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 mergers and plan for and implement the integration of the operations of Great Plains Energy and Westar Energy. See “Risk Factors” beginning on page 33 for further information.

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 mergers and the possibility that the potential benefits of the mergers 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 Energy’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 mergers, 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 mergers.

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 mergers. 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 42.

Opinions of Great Plains Energy’s Financial Advisors

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Great Plains Energy Board that, as of July 9, 2017, and based upon and subject to the factors and assumptions set forth therein, the Great Plains Energy exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than Westar Energy and its affiliates) of shares of Great Plains Energy common stock.

The full text of the written opinion of Goldman Sachs, dated July 9, 2017, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in

84

Table of Contents

connection with the opinion, is attached as Annex D. Goldman Sachs provided its opinion for the information and assistance of the Great Plains Energy Board in connection with its consideration of the mergers contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Great Plains Energy common stock should vote with respect to the Great Plains Energy Merger proposal or any other matter.

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

Goldman Sachs also held discussions with members of the senior managements of Great Plains Energy and Westar Energy regarding their assessment of the past and current business operations, financial condition, and future prospects of Westar Energy and with members of the 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 mergers; reviewed the reported price and trading activity for shares of Great Plains Energy common stock and shares of Westar Energy common stock; compared certain financial and stock market information for Great Plains Energy and Westar Energy 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, with Great Plains Energy’s consent, 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 with Great Plains Energy’s consent that the Forecasts and 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, Westar Energy or Monarch Energy or any

85

Table of Contents

of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the mergers will be obtained without any adverse effect on Great Plains Energy, Westar Energy or Monarch Energy or on the expected benefits of the mergers in any way meaningful to its analysis. Goldman Sachs has also assumed that the mergers 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 mergers or the relative merits of the mergers 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 Great Plains Energy exchange ratio pursuant to the merger agreement to the holders (other than Westar Energy and its affiliates) of shares of Great Plains Energy common stock. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the mergers 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 mergers, including the fairness of the mergers to, or any consideration received in connection therewith by, the holders of any other 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, Westar Energy or Monarch Energy, or any class of such persons in connection with the mergers, whether relative to the Great Plains Energy exchange ratio 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 Monarch Energy common stock will trade at any time or as to the impact of the mergers on the solvency or viability of Great Plains Energy, Westar Energy or Monarch Energy or the ability of Great Plains Energy, Westar Energy or Monarch Energy 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 the analyses described represent relative importance or weight given to those analyses by 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 July 7, 2017, the last trading day before the public announcement of the mergers contemplated by the merger agreement, and is not necessarily indicative of current market conditions.

86

Table of Contents

Historical Exchange Ratio Analysis

Goldman Sachs reviewed the historical trading prices for shares of Great Plains Energy common stock and shares of Westar Energy common stock and calculated historical average exchange ratios over various periods from March 9, 2011 to July 7, 2017, by first dividing the closing price per share of Great Plains Energy common stock on each trading day during the period by the closing price per share of Westar Energy common stock on the same trading day, and subsequently calculating the average of these daily historical exchange ratios over such periods (referred to in this section as the “Average Exchange Ratio” for such period). The following table indicates the Average Exchange Ratio for the periods indicated:

Selected Companies Analysis

Goldman Sachs reviewed and compared certain financial information for Great Plains Energy and Westar Energy to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the utility industry (collectively referred to in this section as the “selected companies”):

Although none of the selected companies is directly comparable to Great Plains Energy or Westar Energy, 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 Energy.

Relative Contribution Analysis

Goldman Sachs reviewed specific estimated future operating and financial information including, among other things, net income, for Great Plains Energy and Westar Energy as provided in the Forecasts for Great Plains Energy and Westar Energy as well as the market capitalization of Great Plains Energy and Westar Energy.

Goldman Sachs analyzed the implied relative contributions of Great Plains Energy and Westar Energy to Monarch Energy’s common equity market capitalization, based on the number of fully diluted outstanding shares

87

Table of Contents

of Great Plains Energy common stock and shares of Westar Energy common stock as of July 6, 2017 provided by Great Plains Energy’s management and Westar Energy’s management, respectively, as approved for Goldman Sachs’ use by Great Plains Energy, and the closing price per share of Great Plains Energy common stock and per share of Westar Energy common stock on July 7, 2017. This analysis implied an exchange ratio of 0.5505 shares of Great Plains Energy common stock to shares of Westar Energy common stock.

Goldman Sachs also analyzed the relative potential net income contribution to Monarch Energy and implied ownership of Monarch Energy (both (1) unadjusted and (2) adjusted for Great Plains Energy’s and Westar Energy’s excess cash, taking into account a termination fee payable by Great Plains Energy to Westar Energy pursuant to the original merger agreement and estimated costs for Great Plains Energy to redeem its outstanding (1) 7.00 percent Series B Mandatory Convertible Preferred Stock (aggregate principal amount $862.5 million) and related depositary shares and (2) 2.500 percent Senior Notes due 2020 (aggregate principal amount $750 million), 3.150 percent Senior Notes due 2022 (aggregate principal amount $1.15 billion), 3.900 percent Senior Notes due 2027 (aggregate principal amount $1.4 billion), and 4.850 percent Senior Notes due 2047 (aggregate principal amount $1.0 billion) (for simplicity, referred to collectively as “debt and mandatory convertible preferred stock”) of holders of shares of Great Plains Energy common stock following consummation of the mergers before taking into account any of the Efficiencies based on estimated years 2019, 2020 and 2021, using the Forecasts for Great Plains Energy and Westar Energy and, in the case of the adjusted implied ownership analysis, the assumptions provided by Great Plains Energy’s management, as approved for Goldman Sachs’ use by Great Plains Energy. The following table presents the results of this analysis:

Illustrative Discounted Cash Flow Analysis

Goldman Sachs performed illustrative discounted cash flow analyses to determine illustrative ranges of implied present values per share of Great Plains Energy common stock assuming Great Plains Energy continued to operate as a standalone company, implied present values per share of Westar Energy common stock assuming Westar Energy continued to operate as a standalone company, and implied exchange ratios of shares of Great Plains Energy common stock to shares of Westar Energy common stock.

Illustrative Discounted Cash Flow Analysis—Westar Energy Standalone. Goldman Sachs performed an illustrative discounted cash flow analysis on Westar Energy on a standalone basis using Westar Energy’s net debt as of March 31, 2017 and the number of fully diluted outstanding shares of Westar Energy common stock as of July 6, 2017, each as provided by Westar Energy’s management and as approved for Goldman Sachs’ use by Great Plains Energy, and the Forecasts for Westar Energy to determine an illustrative range of implied present values per share of Westar Energy common stock. Goldman Sachs first calculated estimated unlevered, after-tax free cash flows of Westar Energy for the calendar years 2017 through 2022 using information contained in the Forecasts for Westar Energy, without including the Efficiencies and taking into account a termination fee payable by Great Plains Energy to Westar Energy pursuant to the original merger agreement, and calculated illustrative terminal value indications in the year 2022 using multiples ranging from 9.00x to 10.50x EBITDA. The cash flows and terminal values were discounted to illustrative present values as of March 31, 2017 using discount rates ranging from 3.50 percent to 4.50 percent, reflecting estimates of Westar Energy’s weighted average cost of capital. Goldman Sachs then derived ranges of illustrative enterprise values for Westar 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 Westar Energy’s net debt as of March 31, 2017 to

88

Table of Contents

derive a range of illustrative equity values for Westar Energy. Goldman Sachs then divided the illustrative equity values by the number of fully diluted outstanding shares of Westar Energy common stock as of July 6, 2017. This analysis resulted in a range of illustrative present values of $46.18 to $61.57 per share of Westar Energy common stock.

Illustrative Discounted Cash Flow Analysis—Great Plains Energy Standalone. Goldman Sachs performed an illustrative discounted cash flow analysis on Great Plains Energy on a standalone basis using Great Plains Energy’s net debt as of March 31, 2017, as adjusted for the redemption of debt and mandatory convertible preferred stock by Great Plains Energy and estimated costs associated with such redemption, and the number of fully diluted outstanding shares of Great Plains Energy common stock as of July 6, 2017, each as provided by Great Plains Energy’s management and as approved for Goldman Sachs’ use by Great Plains Energy, and the Forecasts for Great Plains Energy to determine an illustrative range of implied present values per share of Great Plains Energy common stock. Goldman Sachs calculated estimated unlevered, after-tax free cash flows of Great Plains Energy for the calendar years 2017 through 2022 using information contained in the Forecasts for Great Plains Energy, without including the Efficiencies and taking into account a termination fee payable by Great Plains Energy to Westar Energy pursuant to the original merger agreement, and calculated illustrative terminal value indications in the year 2022 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, 2017 using discount rates ranging from 3.75 percent to 4.75 percent, 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, 2017, 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 as of July 6, 2017. This analysis resulted in a range of illustrative present values of $29.52 to $37.78 per share of Great Plains Energy common stock.

Illustrative Implied Exchange Ratios. Goldman Sachs also calculated implied exchange ratios of shares of Great Plains Energy common stock to shares of Westar Energy common stock using an illustrative range of implied present values per share of Great Plains Energy common stock of $29.52 to $37.78 and an illustrative range of implied present values per share of Westar Energy common stock of $46.18 to $61.57, in each case derived as described above. This analysis resulted in a range of implied exchange ratios of shares of Great Plains Energy common stock to shares of Westar Energy common stock of 0.4794 to 0.8181.

Illustrative Discounted Cash Flow Analysis—Monarch Energy. Goldman Sachs performed an illustrative discounted cash flow analysis on Monarch Energy on a pro forma basis assuming consummation of the mergers contemplated by the merger agreement using the Forecasts for Monarch Energy and the Efficiencies to determine (1) an illustrative range of implied present values per share of Monarch Energy common stock; (2) the implied present values attributable to each share of Great Plains Energy common stock based the Great Plains Energy exchange ratio; and (3) an illustrative range of the percentage increase in implied present values per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio over the implied present values per share of Great Plains Energy common stock assuming Great Plains Energy continued to operate as a standalone company.

Goldman Sachs calculated estimated unlevered, after-tax free cash flows of Monarch Energy for the calendar years 2017 through 2022 using information contained in the Forecasts for Monarch Energy following consummation of the mergers contemplated in the merger agreement, including the Efficiencies, and calculated illustrative terminal value indications in the year 2022 using multiples ranging from 8.75x to 10.75x EBITDA. The cash flows and terminal values were discounted to illustrative present values as of March 31, 2017 using discount rates ranging from 3.50 percent to 4.50 percent, reflecting estimates of Monarch Energy’s weighted average cost of capital. Goldman Sachs then derived ranges of illustrative enterprise values for Monarch Energy by adding the ranges of present values of cash flows and terminal values it derived above. Goldman Sachs then

89

Table of Contents

subtracted from such range of illustrative enterprise values the amount of Westar Energy’s and Great Plains Energy’s aggregate net debt as of March 31, 2017, adjusted for the redemption of debt and mandatory convertible preferred stock by Great Plains Energy and estimated costs associated with such redemption, to derive a range of illustrative equity values for Monarch Energy. Goldman Sachs then divided the illustrative equity values by the estimated aggregate number of fully diluted outstanding shares of Monarch Energy common stock, calculated as the sum of the application of the Great Plains Energy exchange ratio to the number of fully diluted outstanding shares of Great Plains Energy common stock, plus the number of fully diluted outstanding shares of Westar Energy common stock, each as of July 6, 2017 and provided by Great Plains Energy’s management and Westar Energy’s management, respectively, as approved for Goldman Sachs’ use by Great Plains Energy. This analysis resulted in a range of illustrative present values of $51.32 to $70.10 per share of Monarch Energy common stock.

Goldman Sachs then applied the Great Plains Energy exchange ratio to such range of illustrative present values per share of Monarch Energy common stock to derive an illustrative range of implied present values per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio as an indication of the implied present values attributable to each share of Great Plains Energy common stock based the Great Plains Energy exchange ratio. This analysis resulted in a range of illustrative present values per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio of $30.69 to $41.92. Goldman Sachs then compared such range of illustrative present values per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio to the range of implied present values per share of Great Plains Energy common stock assuming Great Plains Energy continued to operate as a standalone company. This analysis resulted in a range of increases in present values attributable to each share of Great Plains Energy common stock of 4.00 percent to 11.00 percent.

Illustrative 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 assuming Great Plains Energy continued to operate as a standalone company and per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio assuming consummation of the mergers contemplated by the merger agreement, which is designed to provide an indication of the present value of a theoretical future value of Great Plains Energy’s equity as a function of Great Plains Energy’s or, in the case of the present value of the future price per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio, Monarch Energy’s estimated future earnings, estimated dividends and assumed price to future earnings per share multiple. For this analysis, Goldman Sachs used the Forecasts for Great Plains Energy as a standalone company, without including the Efficiencies, and the Forecasts for Monarch Energy, including the Efficiencies.

Goldman Sachs first calculated illustrative ranges of the implied future values per share of Great Plains Energy common stock and per share of Monarch Energy common stock as of the calendar years ended 2019, 2020, and 2021, by applying a one-year forward earnings per share multiple range of 17.1x to 19.1x for Great Plains Energy on a standalone basis and 18.1x to 20.1x for Monarch Energy to the estimated earnings per share of Great Plains Energy common stock and per share of Monarch Energy common stock, respectively, for each of the calendar years 2020, 2021, and 2022 contained in the applicable Forecasts and then discounting such implied future values per share back to implied present values as of March 31, 2017, using illustrative discount rates reflecting an estimate of Great Plains Energy’s cost of equity on a standalone basis and Monarch Energy’s cost of equity. For each of the calendar years 2019, 2020 and 2021, Goldman Sachs used the same illustrative discount rates to discount the estimated dividends per share of Great Plains Energy common stock and per share of Monarch Energy common stock contained in the applicable Forecast for the period from March 31, 2017 through and including the end of the applicable fiscal year to determine the implied present values of such estimated dividends as of March 31, 2017. Goldman Sachs then added together the implied present value of dividends and the implied present value of the future share price in each of the calendar years 2019, 2020 and 2021 for each company. Goldman Sachs then applied the Great Plains Energy exchange ratio to the sum of the implied present value of dividends of Monarch Energy and the implied present value of the future price per share of Monarch Energy common stock in each of the calendar years 2019, 2020 and 2021 to derive illustrative ranges of implied

90

Table of Contents

present values per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio for each such year as an indication of the implied present values attributable to each share of Great Plains Energy common stock based the Great Plains Energy exchange ratio.

The results of such analyses provided illustrative ranges of the implied present value of the future price (1) per share of Great Plains Energy common stock assuming Great Plains Energy continued to operate as a standalone company (A) when discounted from December 31, 2019, of $33.59 to $37.15, (B) when discounted from December 31, 2020, of $31.39 to $34.56, and (C) when discounted from December 31, 2021, of $31.60 to $34.66 and (2) per share of Monarch Energy common stock after application of the Great Plains Energy exchange ratio (A) when discounted from December 31, 2019, of $35.95 to $39.57, (B) when discounted from December 31, 2020, of $36.48 to $40.02, and (C) when discounted from December 31, 2021, of $37.43 to $40.95.

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 Energy or the contemplated mergers.

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 to the holders (other than Westar Energy and its affiliates) of shares of Great Plains Energy common stock of the Great Plains Energy exchange ratio 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 Energy, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Great Plains Energy exchange ratio was determined through arm’s-length negotiations between Great Plains Energy and Westar Energy 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 to Great Plains Energy or the Great Plains Energy Board or that any specific exchange ratio constituted the only appropriate exchange ratio for the mergers.

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 D to this joint proxy statement/prospectus.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Great Plains Energy, Westar Energy, any of their respective affiliates and third parties or any currency or commodity that may be involved in the mergers

91

Table of Contents

contemplated by the merger agreement for the accounts of Goldman Sachs and its affiliates and employees and 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 original merger agreement and the mergers contemplated by the merger agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Great Plains Energy and 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 (1) sole lead arranger and book-running manager in connection with Great Plains Energy’s 364-day senior unsecured bridge term loan facility (aggregate principal amount $8.0 billion) in May 2016, which was terminated upon announcement of the mergers contemplated by the merger agreement, (2) joint book-running manager in connection with the public offering of 60.49 million shares of Great Plains Energy common stock in September 2016, (3) book-running manager in connection with the public offering of Great Plains Energy’s 7.000 percent Series B Mandatory Convertible Preferred Stock (aggregate principal amount $862.5 million) in September 2016, and (4) book-running manager in connection with Great Plains Energy’s (A) 2.500 percent Senior Notes due 2020 (aggregate principal amount $750 million), (B) 3.150 percent Senior Notes due 2022 (aggregate principal amount $1.15 billion), (C) 3.900 percent Senior Notes due 2027 (aggregate principal amount $1.4 billion), and (D) 4.850 percent Senior Notes due 2047 (aggregate principal amount $1.0 billion) in March 2017 (the notes described in clauses (4)(A) through (4)(D), referred to collectively as the “Great Plains Energy Debt Securities”). During the two-year period ended July 9, 2017, Goldman Sachs has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Great Plains Energy and/or its affiliates of approximately $70 million, excluding the $25 million transaction fee payable to Goldman Sachs pursuant to, and subject to the terms and conditions of, the engagement letter discussed below.

In June 2016, subsequent to the announcement of the original merger agreement and at the request of Great Plains Energy, an affiliate of Goldman Sachs (referred to as “GS Counterparty”), acting as principal for its own account, entered into certain deal-contingent interest rate swap transactions with Great Plains Energy. The deal-contingent transactions consisted of four forward-starting, floating-to-fixed interest rate swap transactions, and were designed to manage Great Plains Energy’s interest rate risk associated with debt securities that it planned to issue to finance a portion of the cash consideration for the merger contemplated by the original merger agreement. In connection with the issuances by Great Plains Energy of the Great Plains Energy Debt Securities, the amount that would be payable between Great Plains Energy and GS Counterparty under those floating-to-fixed interest rate swap transactions upon the closing of the merger under the original merger agreement (referred to as the “Reference Event”) was determined and fixed (referred to as the “Cash Settlement Amount”). Based on market conditions at the time of the determination, the calculated aggregate Cash Settlement Amount was equal to $140.6 million, and would be payable by GS Counterparty to Great Plains Energy upon the satisfaction of the deal-contingency.

The terms of the deal-contingent transactions were amended in July 2017 in connection with the execution of the merger agreement (such transactions, as so amended, referred to as the “Amended Deal-Contingent Transactions”) in order to (1) revise the definitions to reflect the merger agreement and to include any amendment, restatement, supplement or other modification to the agreement (and, as a result, effect a corresponding modification of the events constituting the Reference Event), and (2) extend, from November 30, 2017 to May 31, 2018, the deadline by which the Reference Event must be completed in order for the Cash Settlement Amount to be payable to Great Plains Energy. Although the definition of the merger agreement under the Amended Deal-Contingent Transactions allows for amendments to the merger agreement, if a material change to the transaction structure is involved, the resulting transaction must qualify as a Replacement Transaction (as defined below), as reasonably determined by GS Counterparty, in order to qualify as the Reference Event for purposes of the deal-contingency.

Under the terms of the Amended Deal-Contingent Transactions, if the Reference Event is completed on or prior to May 31, 2018, GS Counterparty will be required to pay the Cash Settlement Amount to Great Plains

92

Table of Contents

Energy. If, however, the Reference Event is not completed on or before May 31, 2018, or if GS Counterparty reasonably determines (with notification to Great Plains Energy) that, as a result of any event or condition, the Reference Event will not occur on or before May 31, 2018, then the Amended Deal-Contingent Transactions will terminate, and GS Counterparty and Great Plains Energy will, subject to the potential payment discussed in the immediately succeeding paragraph, be released from all obligations under the Amended Deal-Contingent Transactions, without the payment of the Cash Settlement Amount or any other amount by either party.

Notwithstanding the termination of the Amended Deal-Contingent Transactions as described in the preceding paragraph, if either (1) the mergers contemplated by the merger agreement or (2) another transaction or series of transactions among the parties to the merger agreement (and/or their beneficial owners, affiliates or assignees) that, in the reasonable judgment of GS Counterparty, is substantially similar to (or has an economic effect comparable to that of) the mergers contemplated by the merger agreement (such other transaction or series of transactions referred to as a “Replacement Transaction”), occurs during the period between the date on which the Amended Deal-Contingent Transactions terminated and November 30, 2018, GS Counterparty will be required to pay Great Plains Energy the Cash Settlement Amount.

Goldman Sachs also has provided certain investment banking services to Westar Energy and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation. During the two year period ended July 9, 2017, Goldman Sachs has not been engaged by Westar Energy or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has received compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Great Plains Energy, Westar Energy, Monarch Energy 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 mergers. 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 transactions contemplated by the original merger agreement. The engagement letter between Great Plains Energy and Goldman Sachs provides for a transaction fee of $25 million, $2.5 million of which became payable at announcement of the merger contemplated by the original merger agreement and $5 million of which became payable upon the approval of the shareholders of Great Plains Energy of the merger contemplated by the original merger agreement. The remainder of the transaction fee is contingent upon consummation of the mergers contemplated by the merger agreement. In addition, Great Plains Energy has agreed to reimburse Goldman Sachs for certain of 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.

Opinion of Lazard Frères & Co. LLC

On May 23, 2017, Great Plains Energy retained Lazard to act as its independent financial advisor in connection with the mergers. As part of this engagement, Great Plains Energy requested that Lazard evaluate the fairness, from a financial point of view, to the holders of Great Plains Energy common stock (other than shares of Great Plains Energy common stock held by Great Plains Energy as treasury stock, shares owned by a wholly-owned subsidiary of Great Plains Energy or shares owned directly or indirectly by Westar Energy, Monarch Energy or King Energy) of the Great Plains Energy exchange ratio. At a meeting of the Great Plains Energy Board held to evaluate the mergers on July 9, 2017, Lazard rendered an oral opinion to the Great Plains Energy Board, subsequently confirmed in writing, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the Great Plains Energy exchange ratio was fair, from a financial point of view, to the holders of Great Plains Energy common stock (other than shares of Great Plains Energy common stock held by Great Plains Energy as treasury stock, shares owned by a wholly-owned subsidiary of Great Plains Energy or shares owned directly or indirectly by Westar Energy, Monarch Energy or King Energy).

93

Table of Contents

The full text of Lazard’s written opinion, dated July 9, 2017, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. We encourage you to read Lazard’s opinion carefully and in its entirety. Lazard’s opinion was provided for the use and benefit of the Great Plains Energy Board (in its capacity as such) in its evaluation of the mergers, and addressed only the fairness, as of the date of the opinion, from a financial point of view, to holders of Great Plains Energy common stock (other than shares of Great Plains Energy common stock held by Great Plains Energy as treasury stock, shares owned by a wholly-owned subsidiary of Great Plains Energy or shares owned directly or indirectly by Westar Energy, Monarch Energy or King Energy) of the Great Plains Energy exchange ratio provided for in the mergers. Lazard’s opinion is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Great Plains Energy Merger proposal or any matter relating thereto.

Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the price at which shares of Great Plains Energy common stock, Westar Energy common stock or Monarch Energy common stock may trade at any time subsequent to the announcement of the mergers. In connection with its engagement, Lazard was not involved in the negotiation of the mergers, and Lazard was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction with Great Plains Energy. Lazard’s opinion does not address the relative merits of the mergers as compared to any other transaction (including the merger previously contemplated by the original merger agreement) or business strategy in which Great Plains Energy might engage or the merits of the underlying decision by Great Plains Energy to engage in the mergers.

In connection with its opinion, Lazard:

94

Table of Contents

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Great Plains Energy or Westar Energy or concerning the solvency or fair value of Great Plains Energy or Westar Energy, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, including those related to projected efficiencies and strategic, financial, operational and other benefits anticipated by the managements of Great Plains Energy and Westar Energy to be realized from the mergers, Lazard assumed, with the consent of Great Plains Energy, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Great Plains Energy and Westar Energy as to the future financial performance of Great Plains Energy and Westar Energy, respectively, and such efficiencies and other benefits. In addition, Lazard assumed, with the consent of Great Plains Energy, that such projected efficiencies and strategic, financial, operational and other benefits, will be realized in the amounts and at the times contemplated thereby. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

In rendering its opinion, Lazard assumed, with the consent of Great Plains Energy, that the mergers will be consummated in accordance with the terms set forth in the merger agreement, without any waiver, amendment or delay of any terms or conditions that is in any respect material to Lazard’s analysis. Representatives of Great Plains Energy advised Lazard, and Lazard assumed, that the merger agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of Great Plains Energy, that in obtaining the necessary governmental, regulatory or third party approvals and consents for the mergers, no delays, limitations, conditions or restrictions would be imposed that would have an adverse effect on the contemplated benefits expected to be derived in the mergers or an adverse effect on Great Plains Energy, Westar Energy or Monarch Energy, in each case that would be material in any respect to Lazard’s analysis. Lazard further assumed, with the consent of Great Plains Energy, that (a) the Westar Energy merger will qualify for U.S. federal income tax purposes as an exchange within the meaning of Section 351 of the Code, and/or as a reorganization within the meaning of Section 368(a) of the Code and (b) the Great Plains Energy merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Lazard did not express any opinion as to any tax or other consequences that might result from the mergers, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Great Plains Energy obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Great Plains Energy exchange ratio to the extent expressly specified in the opinion) of the mergers, including, without limitation, the form or structure of the mergers or any agreements or arrangements entered into in connection with, or contemplated by, the mergers. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger agreement, or class of such persons, relative to the Great Plains Energy exchange ratio or otherwise.

Summary of Lazard’s Financial Analyses

The following is a summary of the material financial analyses reviewed with the Great Plains Energy Board in connection with Lazard’s opinion, dated July 9, 2017. The summary of Lazard’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

95

Table of Contents

In arriving at its opinion, Lazard did not draw, in isolation, conclusions from or with regard to any particular factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Great Plains Energy and Westar Energy. No company, business or transaction used in Lazard’s analyses and reviews as a comparison is identical to Great Plains Energy, Westar Energy or the mergers, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

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 July 7, 2017, and is not necessarily indicative of current market conditions. Lazard was instructed by Great Plains Energy to use certain June 2017 financial forecasts and other data prepared by Great Plains Energy relating to the business of Great Plains Energy (referred to as the “Great Plains Energy Management Plan”) and certain June 2017 financial forecasts and other data prepared by Westar Energy relating to the business of Westar Energy (referred to as the “Westar Energy Management Plan”) as the basis for its analyses.

Selected Comparable Companies Analysis

Great Plains Energy. In performing its selected comparable companies analysis with respect to Great Plains Energy, Lazard reviewed and analyzed selected publicly-traded regulated utility companies whose operations Lazard believed, based on its experience with companies in the utility industry and professional judgment, to be similar to Great Plains Energy’s operations for purposes of this analysis. However, no selected company is identical to Great Plains Energy. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the mergers and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Great Plains Energy, and the selected comparable companies that could affect the public trading values of each also are relevant. In performing these analyses, Lazard reviewed and analyzed publicly available financial information relating to the selected public companies, and compared such information to the corresponding information for Great Plains Energy. Lazard compared Great Plains Energy to the following public companies (referred to in this section as the “Great Plains Energy selected companies”):

96

Table of Contents

For each of the Great Plains Energy selected companies, Lazard calculated and compared, among other things, (1) the ratio of each company’s July 7, 2017 closing share price to its calendar year 2018 and 2019 estimated earnings per share, or “EPS,” which ratio we refer to as the “P/E multiple”; and (2) the ratio of each company’s enterprise value, which Lazard calculated as the equity market capitalization of each company (based on each company’s closing share price on July 7, 2017 and fully-diluted share count as of March 31, 2017), plus debt and preferred stock (if any), less cash, cash equivalents and marketable securities as of March 31, 2017, to its estimated calendar year 2018 and 2019 earnings before interest, taxes, depreciation and amortization, or “EBITDA”, which ratio we refer to as the “EBITDA multiple.” The EPS and EBITDA estimates for each of the Great Plains Energy selected companies listed above and used by Lazard in its analysis were based on public filings, FactSet consensus estimates, publicly available Wall Street research and other publicly available information.

Based on its review of the Great Plains Energy selected companies and its experience and professional judgment, Lazard applied certain ranges of multiples to the estimated Great Plains Energy EPS and EBITDA for fiscal years 2018 and 2019, in each case based on estimates provided in the Great Plains Energy Management Plan.

In calculating the implied price per Great Plains Energy share ranges set forth below, Lazard used Great Plains Energy’s net debt (approximately $2.9 billion) and fully diluted shares of common stock outstanding (approximately 216.3 million) as of March 31, 2017 from the Great Plains Energy Management Plan and Great Plains Energy’s public filings.

The results of these analyses are set forth below:

Lazard compared the values above to Great Plains Energy’s share price of $29.25 and 20-day volume-weighted average price (referred to as “VWAP”) of $29.44, both as of July 7, 2017.

Westar Energy. In performing its selected comparable companies analysis with respect to Westar Energy, Lazard reviewed and analyzed selected publicly-traded regulated utility companies whose operations Lazard believed, based on its experience with companies in the utility industry and professional judgment, to be similar to Westar Energy’s operations for purposes of this analysis. However, no selected company is identical to Westar Energy. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the mergers and that qualitative judgments concerning differences between the business, financial and

97

Table of Contents

operating characteristics and prospects of Westar Energy, and the selected comparable companies that could affect the public trading values of each also are relevant. In performing these analyses, Lazard reviewed and analyzed publicly available financial information relating to the selected public companies, and compared such information to the corresponding information for Westar Energy. Lazard compared Westar Energy to the following public companies (referred to in this section as the “Westar Energy selected companies”):

For each of the Westar Energy selected companies, Lazard calculated and compared, among other things, (1) each company’s estimated 2018 and 2019 P/E multiples as of July 7, 2017; and (2) each company’s estimated 2018 and 2019 EBITDA multiples as of July 7, 2017. The EPS and EBITDA estimates for each of the Westar Energy selected companies listed above and used by Lazard in its analysis were based on public filings, FactSet consensus estimates, publicly available Wall Street research and other publicly available information.

Based on its review of the Westar Energy selected companies and its experience and professional judgment, Lazard applied certain ranges of multiples to the estimated Westar Energy EPS and EBITDA for fiscal years 2018 and 2019, in each case based on estimates provided in the Westar Energy Management Plan.

In calculating the implied price per Westar Energy share ranges set forth below, Lazard used Westar Energy’s net debt (approximately $4.0 billion) and fully diluted shares of common stock outstanding (approximately 143.0 million) as of March 31, 2017 from the Westar Energy Management Plan and Westar Energy’s public filings.

The results of these analyses are set forth below:

Lazard compared the values above to Westar Energy’s share price of $53.13 and 20-day VWAP of $53.28, both as of July 7, 2017.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of its estimated future cash flows. “Future cash flows” refers to projected unlevered free cash flows of a company. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected

98

Table of Contents

returns and other appropriate factors. Lazard calculated “unlevered free cash flow” in this case by beginning with EBITDA, subtracting depreciation and amortization, subtracting income taxes (calculated using an income tax rate of 38.90 percent, in the case of Great Plains Energy, and 39.55 percent, in the case of Westar Energy, each as provided to Lazard by Great Plains Energy management), adding back depreciation and amortization, subtracting capital expenditures and other investments, and adding or subtracting working capital and other items.

The estimated future cash flows for both Great Plains Energy and Westar Energy were derived from the data provided by Great Plains Energy in the Great Plains Energy Management Plan and the Westar Energy Management Plan, as the Great Plains Energy Management Plan and the Westar Energy Management Plan did not include an explicit calculation of unlevered free cash flow.

Great Plains Energy. Lazard performed a discounted cash flow analysis of Great Plains Energy to calculate the estimated net present value of (1) the unlevered free cash flows that Great Plains Energy was projected to generate in fiscal years 2017 through 2022 and (2) the terminal value for Great Plains Energy. The terminal value for Great Plains Energy was calculated using terminal EBITDA multiples ranging from 8.75x to 9.75x, and terminal P/E multiples ranging from 17.50x to 19.50x, which were each selected by Lazard using its professional judgment and expertise, utilizing historical and current EBITDA multiples and P/E multiples calculated for Great Plains Energy as well as the Great Plains Energy selected companies. The estimated future cash flows and the terminal value were discounted to present value (as of March 31, 2017) using discount rates ranging from 4.50 percent to 5.00 percent, which were based on Lazard’s judgment and analysis of an estimate of Great Plains Energy’s weighted average cost of capital. Lazard derived Great Plains Energy’s assumed weighted average cost of capital using the Capital Asset Pricing Model, taking into account certain metrics including capital structure, the cost of long-term U.S. Treasury debt, tax rates, unlevered and levered betas for Great Plains Energy and the Great Plains Energy selected companies, as well as certain financial metrics for the U.S. financial markets generally. Lazard took the sum of the present value ranges for Great Plains Energy’s future cash flows and terminal value to calculate a range of implied enterprise values. Lazard then subtracted the net debt of Great Plains Energy of approximately $2.9 billion (based on Great Plains Energy’s public filings) and calculated a range of implied per share equity value for Great Plains Energy common stock based on approximately 216.3 million fully-diluted shares (provided by Great Plains Energy’s management), each as of March 31, 2017. The resulting range of implied per share equity values for Great Plains Energy common stock was $31.50 to $35.75.

Westar Energy. Lazard performed a discounted cash flow analysis of Westar Energy to calculate the estimated net present value of (1) the unlevered free cash flows that Westar Energy was projected to generate in fiscal years 2017 through 2022 and (2) the terminal value for Westar Energy. The terminal value for Westar Energy was calculated using terminal EBITDA multiples ranging from 9.00x to 10.00x, and terminal P/E multiples ranging from 18.00x to 20.00x, which were each selected by Lazard using its professional judgment and expertise, utilizing historical and current EBITDA multiples and P/E multiples calculated for Westar Energy as well as the Westar Energy selected companies. The estimated future cash flows and the terminal value were discounted to present value (as of March 31, 2017) using discount rates ranging from 4.25 percent to 4.75 percent, which were based on Lazard’s judgment and analysis of an estimate of Westar Energy’s weighted average cost of capital. Lazard derived Westar Energy’s assumed weighted average cost of capital using the Capital Asset Pricing Model, taking into account certain metrics including capital structure, the cost of long-term U.S. Treasury debt, tax rates, unlevered and levered betas for Westar Energy and the Westar Energy selected companies, as well as certain financial metrics for the U.S. financial markets generally. Lazard took the sum of the present value ranges for Westar Energy’s future cash flows and terminal value to calculate a range of implied enterprise values. Lazard then subtracted the net debt of Westar Energy of approximately $4.0 billion (based on Westar Energy’s public filings) and calculated a range of implied per share equity value for Westar Energy common stock based on approximately 143.0 million fully-diluted shares (provided by Great Plains Energy’s management), each as of March 31, 2017. The resulting range of implied per share equity values for Westar Energy common stock was $46.75 to $55.00.

99

Table of Contents

Implied Exchange Ratio. Lazard calculated an implied exchange ratio reference range by dividing the low end of the implied per share equity value reference range for Great Plains Energy by the high end of the implied per share equity value reference range for Westar Energy, and by dividing the high end of the implied per share equity value reference range for Great Plains Energy by the low end of the implied per share equity value reference range for Westar Energy, in each case as determined by the discounted cash flow analyses. This analysis indicated the range of implied exchange ratios set forth below, as compared to the Great Plains Energy exchange ratio.

Contribution Analysis

Lazard also reviewed the implied ownership based on relative contributions of Great Plains Energy and Westar Energy to certain other estimated financial metrics of the combined company, based on the Great Plains Energy Management Plan and the Westar Energy Management Plan, as approved for Lazard’s use by Great Plains Energy’s management, to provide the Great Plains Energy Board further context with respect to the Great Plains Energy exchange ratio of 0.5981x.