DESCRIPTION OF NEE PREFERRED STOCK
General. The following statements describing NEE’s preferred stock are not intended to be a complete description. For additional
information, please see NEE’s Charter and NEE’s Bylaws. You should read this summary together with the articles of amendment to NEE’s Charter, which will describe the terms of any preferred stock to be offered hereby, for a
complete understanding of all the provisions. Please also see the FPL Mortgage, which contains restrictions which may in certain instances restrict the amount of retained earnings that FPL can use to pay cash dividends on its common stock. Each of
these documents has previously been filed, or will be filed, with the SEC and each is or will be an exhibit to the registration statement filed with the SEC of which this prospectus is a part. Reference is also made to the Florida Act and other
applicable laws.
NEE Preferred Stock. NEE may issue one or more series of its preferred stock, $.01 par value, without the
approval of its shareholders. No shares of preferred stock are presently outstanding.
Some terms of a series of preferred stock may
differ from those of another series. The terms of any preferred stock being offered will be described in a prospectus supplement. These terms will also be described in articles of amendment to NEE’s Charter, which will establish the terms of
the preferred stock being offered. These terms will include any of the following that apply to that series:
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(1) |
the title of that series of preferred stock, |
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(2) |
the number of shares in the series, |
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(3) |
the dividend rate, or how such rate will be determined, and the dividend payment dates for the series, if any,
|
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(4) |
whether the series will be listed on a securities exchange, |
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(5) |
the date or dates on which the series of preferred stock may be redeemed at the option of NEE and any
restrictions on such redemptions, |
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(6) |
any sinking fund or other provisions that would obligate NEE to repurchase, redeem or retire the series of
preferred stock, |
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(7) |
the amount payable on the series of preferred stock in case of the liquidation, dissolution or winding up of
NEE and any additional amount, or method of determining such amount, payable in case any such event is voluntary, |
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(8) |
any rights to convert the shares of the series of preferred stock into shares of another series or into shares
of any other class of capital stock, |
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(9) |
the voting rights, if any, and |
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(10) |
any other terms that are not inconsistent with the provisions of NEE’s Charter. |
In some cases, the issuance of preferred stock could make it difficult for another company to acquire NEE and make it harder to remove current
management. See also “Description of NEE Common Stock.”
There are contractual restrictions on the dividend-paying ability of NEE and its subsidiaries contained in outstanding financing arrangements, and similar or other restrictions may be included in future financing arrangements. As of the date of this
prospectus, NEE has equity units outstanding. In accordance with the terms of the equity units, NEE has the right, from time to time, to defer the payment of contract adjustment payments on the purchase contracts that form a part of the equity units
to a date no later than the purchase contract settlement date. As of the date of this prospectus, NEE Capital has junior subordinated debentures outstanding. In accordance with the terms of the junior subordinated debentures, NEE Capital has the
right, from time to time, to defer the payment of interest on its outstanding junior subordinated debentures on one or more occasions for up to ten consecutive years. NEE, NEE Capital and FPL may issue, from time to time, additional equity units,
junior subordinated debentures or other securities that (i) provide them with rights to defer the payment of interest or
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