Filed by Potomac Electric Power Company |
THE FOLLOWING IS TEXT FROM A PROXY SOLICITATION BROCHURE BEING SENT TO SHAREHOLDERS OF PEPCO.
[FRONT COVER] |
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Sincerely, |
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[BACK PAGE]
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What am I being asked to vote on?
Shareholders are being asked to vote to approve: 1 the merger agreement; 2
the long-term incentive plan for the new holding company; 3 and the election
of five directors to the Pepco board of directors. You are also asked to
vote against 4 a shareholder proposal relating to the method of electing
directors of Pepco.
What does the board of directors recommend?
The board of directors unanimously recommends that you voteFOR proposals1,
2 and3 andAGAINST proposal4.
What happens if I don't vote?
To approve the merger, we must receive affirmative votes from the holders of
two-thirds of outstanding Pepco common stock and a majority of all shares of
outstanding Pepco common and preferred stock voting together as a class. If
you don't vote, or if you abstain from voting, it has the same effect as a
vote against the merger.
[Check mark]Vote FORthe |
Except for historical statements and discussions, the statements in this brochure constitute "forward-looking statements" within the meaning of the federal securities laws. These statements contain management's beliefs based on information currently available to management and on various assumptions concerning future events. Forward-looking statements are not a guarantee of future performance or events. They are subject to a number of uncertainties and other factors, many of which are outside the company's control. In connection with the transaction, additional important factors that could cause actual results to differ materially from those in the forward-looking statements herein include risks and uncertainties relating to delays in obtaining or adverse conditions contained in, related regulatory approvals, changes in economic conditions, availability and cost of capital, changes in weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. Pepco disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results and prospects of Pepco. |