EXHIBIT 99.1 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS --------------------------------------------------- SAN DIEGO GAS & ELECTRIC COMPANY Post Office Box 1831 San Diego, ------------------------------------------------------------------- California 92112-4150 ---------------------- PROXY for Annual Meeting of Shareholders - April 25, 1995 --------------------------------------------------------- THIS CARD IS ONLY FOR SHARES OF COMMON STOCK AND/OR PREFERRED STOCK. DANIEL W. DERBES, RALPH R. OCAMPO and THOMAS A. PAGE, jointly or individually, are hereby appointed as proxies with full power of substitution to represent and vote all shares of stock of the undersigned shareholder(s) of record on March 1, 1995, at the annual meeting of shareholders of San Diego Gas & Electric Company ("SDG&E"), to be held at the California Center for the Arts, Escondido, 340 North Escondido Boulevard, Escondido, California on April 25, 1995, and at any adjournment or postponement thereof, as indicated below: 1. ELECTION OF DIRECTORS - The Board of Directors recommends a vote FOR -------------------------------------------------------------------- the following Nominees: Richard C. Atkinson, Ann Burr, Richard A. ---------------------- Collato, Daniel W. Derbes, Catherine T. Fitzgerald, Robert H. Goldsmith, William D. Jones, Ralph R. Ocampo, Thomas A. Page and Thomas C. Stickel. [_] FOR all nominees listed above; except vote withheld [_] WITHHELD for all nominees listed above for the following nominees (if any): ------------------ ------------------------------------------------------- 2. FORMATION OF A HOLDING COMPANY STRUCTURE - The Board of Directors ----------------------------------------------------------------- recommends a vote FOR this proposal. ----------------------------------- Approval of the implementation of a holding company structure for SDG&E which will involve (i) formation of a holding company, SDO Parent Co., Inc. (name subject to change), (ii) a merger of SDG&E with a subsidiary of the holding company, with SDG&E surviving as a subsidiary of the holding company, (iii) current holders of SDG&E Common Stock having their shares converted into shares of holding company common stock, and (iv) consummation of related activities, as more fully described in the Proxy Statement and Prospectus. [_] FOR [_] AGAINST [_] ABSTAIN (Continued on other side) -------------------------------------------------------------------------- (Continued from other side) 3. AMENDMENT OF 1986 LTIP - The Board of Directors recommends a vote FOR --------------------------------------------------------------------- this proposal. ------------- Approval of the amendment, restatement and extension of SDG&E's 1986 Long-Term Incentive Plan as described in the Proxy Statement and Prospectus. [_] FOR [_] AGAINST [_] ABSTAIN 4. SHAREHOLDER PROPOSAL - The Board of Directors recommends a vote AGAINST ----------------------------------------------------------------------- this proposal. ------------- Shareholder Proposal as described in the Proxy Statement and Prospectus. [_] FOR [_] AGAINST [_] ABSTAIN 5. In their discretion, act upon such other business as may properly come before the meeting. This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR Items 1, 2 and 3 and AGAINST Item 4. Please sign exactly as name appears below. If signing as executor, administrator, attorney, agent, trustee or guardian, please give full title as such. If a corporation or partnership, please sign in full such name by authorized person. _____________________________, 1995 Dated ___________________________________ Signature ___________________________________ Signature (if held jointly) WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING Please mark, sign, date and return the proxy card promptly in the enclosed postage-paid envelope. Please indicate any change in the above address.