NextEra Energy美股招股说明书(2026-07-28版)

Dear Shareholders: On behalf of the boards of directors of NextEra Energy, Inc. (“NextEra Energy”) and Dominion Energy, Inc.(“Dominion Energy”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to thebusiness combination of NextEra Energy and Dominion Energy. We are requesting that you take certain actions as aNextEra Energy or Dominion Energy shareholder. On May15, 2026, NextEra Energy and Dominion Energy entered into an Agreement and Plan of Merger (as maybe amended from time to time, the “merger agreement”) with WG Development Corp., a direct wholly ownedsubsidiary of NextEra Energy (“Merger Sub Corp”), and CS Holdco, LLC, a direct wholly owned subsidiary of NextEraEnergy (“LLC Sub”), pursuant to which NextEra Energy will combine with Dominion Energy through a series ofmergers. Upon the terms and subject to the conditions set forth in the merger agreement and the related plans of merger(as defined in the accompanying joint proxy statement/prospectus), (i)Merger Sub Corp will merge with and intoDominion Energy, with Dominion Energy as the surviving corporation (the “surviving corporation”) and a whollyowned subsidiary of NextEra Energy (the “first merger”), and (ii)immediately following the first merger, the survivingcorporation intends to merge with and into LLC Sub, with LLC Sub as the surviving entity (the “surviving entity”) anda wholly owned subsidiary of NextEra Energy (the “second merger” and, together with the first merger, the “mergers”). Under the terms of the merger agreement and the first plan of merger (as defined in the accompanying joint proxystatement/prospectus), at the effective time of the first merger (the “effective time”): (a)each share of common stock,without par value, of Dominion Energy (“Dominion Energy common stock”) issued and outstanding immediately priorto the effective time (other than certain shares to be cancelled, as described in clause (b)below) will be cancelled andcease to exist, and each such share will be automatically converted into the right to receive (i)its prorata portion,calculated using the closing share count (as defined in the accompanying joint proxy statement/prospectus), of anaggregate amount equal to $360million in cash, without interest, and (ii)0.8138 (the “exchange ratio”) shares ofcommon stock, par value $0.01 per share, of NextEra Energy (“NextEra Energy common stock”); (b)each share ofDominion Energy common stock owned by NextEra Energy or Dominion Energy, or by any wholly owned subsidiaryof NextEra Energy (including Merger Sub Corp), or Dominion Energy, will be cancelled and will cease to exist, and noconsideration will be delivered in exchange therefor; and (c)each share of capital stock of Merger Sub Corp issued andoutstanding immediately prior to the effective time will be converted into one share of capital stock of the survivingcorporation. The exchange ratio is fixed and will not be adjusted for changes in the market price of either NextEraEnergy common stock or Dominion Energy common stock between the signing of the merger agreement and theeffective time. Under the terms of the merger agreement and the second plan of merger (as defined in the accompanyingjoint proxy statement/prospectus), at the effective time of the second merger (the “second effective time”): (a)eachshare of capital stock of the surviving corporation issued and outstanding immediately prior to the second effective timewill be cancelled without any conversion thereof and no consideration will be delivered in exchange therefor; and(b)the membership interests of LLC Sub will remain outstanding as membership interests of the surviving entity. Themerger agreement also specifies the treatment of Dominion Energy’s outstanding equity awards in connection with thefirst merger. Immediately following the closing of the first merger, it is anticipated that, based on the number of shares ofNextEra Energy common stock and Dominion Energy common stock outstanding as of July24, 2026, persons whowere shareholders of NextEra Energy and Dominion Energy immediately prior to the first merger will ownapproximately 74.5% and 25.5% of the combined company, respectively. NextEra Energy and Dominion Energy will each hold special meetings of their respective shareholders inconnection with the mergers (as may be adjourned or postponed from time to time, respectively, the “NextEra Energyspecial meeting” and “Dominion Energy special meeting”). The NextEra Energy special meeting will be held virtually via webcast atwww.virtualshareholdermeeting.com/NEE2026SM on September3, 2026, at 9:00 a.m., Eastern Time (unless it is adjourned or postponed to a later date). At the NextEra Energy special meeting, NextEra Energy shareholders will beasked to consider and vote on (1)a proposal to approve the issuance of NextEra Energy common stock to DominionEnergy shareholders in the first merger (the “NextEra Energy share issuance proposal”), (2) a proposal to approve anamendm