Exhibit 99
TO: Directors and Executive Officers of Dominion Energy, Inc.
DATE: December 1, 2017
RE: Important Notice of Blackout Period and Regulation BTR Trading Restrictions
Federal securities laws require us to send you a notice whenever restrictions are imposed on your ability to trade in common stock of Dominion Energy, Inc. ("Dominion Energy" or the "Company") due to a blackout period under an individual account retirement plan sponsored by the Company. A blackout period under the Dominion Questar 401(k) Retirement Income Plan (the "Questar 401(k) Plan") will begin at 4:00 PM Eastern Time on December 27, 2017 and is expected to end at 9:00 AM Eastern Time on January 8, 2018 (the "Blackout Period"). The Blackout Period is necessary to facilitate the merger of the Questar 401(k) Plan into the Dominion Energy Savings Plan. During the Blackout Period, Questar 401(k) Plan participants will be unable to borrow or take distributions from their Plan accounts, or direct or diversify their Plan investments, including with respect to Dominion Energy common stock.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, you – as a director or executive officer of Dominion Energy – are prohibited during the Blackout Period from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security of the Company acquired in connection with your service as a director or employment as an executive officer – even if you are not a Questar 401(k) Plan participant. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).
Certain transactions are exempt from these trading prohibitions (such as qualified Rule 10b5-1 plan transactions, bona fide gifts, transfers by will or laws of descent and distribution, and sales of stock not acquired in connection with service or employment as a director or officer). However, those exemptions are limited. If you hold both covered and non-covered securities, any sale or other transfer of securities by you during the Blackout Period will be treated as a transaction involving covered securities, unless you can identify the source of the transferred securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
Although the Blackout Period falls during a period in which your trading is already restricted under our trading window policy, we are required to provide you with this notice in order to comply with federal securities laws. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.
If you have questions regarding the Blackout Period, you may contact Karen W. Doggett, Assistant Corporate Secretary, at Dominion Energy, Inc., 120 Tredegar Street, Richmond, VA 23219, or by telephone at (804) 819-2123.