Exhibit 99.3
PROXY—CLASS A COMMON STOCK
DYNEGY INC.
1000 LOUISIANA STREET, SUITE 5800, HOUSTON, TX 77002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DYNEGY INC.
The undersigned hereby appoints Bruce A. Williamson, J. Kevin Blodgett and Heidi D. Lewis, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of Class A common stock of Dynegy Inc. held of record by the undersigned on[ ], 2007, at the special meeting of shareholders to be held at[ ], Houston, Texas 77002 at[ ]:00 a.m., local time, on[ ], March[ ], 2007, or any adjournment or postponement of the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. THE INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
If you do not submit your proxy (by Internet, telephone or mail), vote in person or instruct your broker or bank how to vote, it will have the same effect as voting “AGAINST” Proposal 1.
(CONTINUED ON REVERSE SIDE)
Address Change/Comments (Mark the corresponding box on the reverse side)
FOLD AND DETACH HERE
You can now access your Dynegy Inc. account online.
Access your Dynegy Inc. shareholder account online via Investor ServiceDirect® (ISD).
Mellon Investor Services LLC, transfer agent for Dynegy Inc., now makes it easy and convenient to get current information on your shareholder account.
• View account status | • View payment history for dividends | |
• View certificate history | • Make address changes | |
• View book-entry information | • Obtain a duplicate 1099 tax form | |
• Establish/change your PIN |
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Please Mark Here for Address Change or Comments | ¨ | |
SEE REVERSE SIDE |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1.
1. | Proposal to adopt the merger agreement, dated as of September 14, 2006, by and among Dynegy Inc., Dynegy Acquisition, Inc., Falcon Merger Sub Co. (“Merger Sub”), LSP Gen Investors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P. and LS Power Associates, L.P. and to approve the merger of Merger Sub with and into Dynegy Inc. | FOR ¨ | AGAINST ¨ | ABSTAIN ¨ | ||||
2. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. | |||||||
I PLAN TO ATTEND THE MEETING | ¨ YES |
SIGNATURE | SIGNATURE | DATE |
NOTE: PLEASE SIGN AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
FOLD AND DETACH HERE
Choose MLink(SM) for Fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® atwww.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment.
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
on March [ ], 2007.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
Internet | Telephone | |||||||
http://www.proxyvoting.com/dyn Use the Internet to vote your proxy. | OR | 1-866-540-5760 Use any touch-tone telephone to | OR | Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
You can view the Annual Report and Proxy Statement/Prospectus
on the internet at www.dynegy.com
PROXY—CLASS B COMMON STOCK
DYNEGY INC.
1000 LOUISIANA STREET, SUITE 5800, HOUSTON, TX 77002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DYNEGY INC.
The undersigned hereby appoints Bruce A. Williamson, J. Kevin Blodgett and Heidi D. Lewis, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of Class B common stock of Dynegy Inc. held of record by the undersigned on[ ], 2007, at the special meeting of shareholders to be held at[ ], Houston, Texas 77002 at[ ]:00 a.m., local time, on[ ], March[ ], 2007, or any adjournment or postponement of the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. THE INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED ON REVERSE SIDE)
* FOLD AND DETACH HERE *
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. | Please mark your votes as indicated in this x example | |||||||||||
1. Proposal to adopt the merger agreement, dated as of September 14, 2006, by and among Dynegy Inc., Dynegy Acquisition, Inc., Falcon Merger Sub Co. (“Merger Sub”), LSP Gen Investors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P. and LS Power Associates, L.P. and to approve the merger of Merger Sub with and into Dynegy Inc. | FOR ¨ | AGAINST ¨ | ABSTAIN ¨ | |||||||||
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. | ||||||||||||
I PLAN TO ATTEND THE MEETING | ¨ YES |
SIGNATURE | SIGNATURE | DATE |
NOTE: PLEASE SIGN AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.