DESCRIPTION OF NEE CAPITAL PREFERRED STOCK
General. The following statements describing NEE Capital’s preferred stock are not intended to be a complete description. For
additional information, please see NEE Capital’s Articles of Incorporation, as currently in effect (“NEE Capital’s Charter”), and NEE Capital’s bylaws, as currently in effect. You should read this summary together with
the articles of amendment to NEE Capital’s Charter, which will describe the terms of any preferred stock to be offered hereby, for a complete understanding of all the provisions. 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 Capital Preferred Stock. NEE Capital may issue one or more series of its preferred stock, $.01 par value, without the approval
of its shareholders. The NEE Capital preferred stock will be guaranteed by NEE as described under “Description of NEE Guarantee of NEE Capital Preferred Stock.” 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 Capital’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,
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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 Capital and any
restrictions on such redemptions, |
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(6) |
any sinking fund or other provisions that would obligate NEE Capital 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 Capital 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 Capital’s Charter.
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There are contractual restrictions on the dividend-paying ability of NEE
Capital 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 Capital has outstanding junior subordinated debentures giving NEE
Capital 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 Capital may issue, from time to time, additional junior
subordinated debentures or other securities that (i) provide it with rights to defer the payment of interest or other payments and (ii) contain dividend restrictions in the event of the exercise of such rights. In the event that NEE
Capital were to exercise any right to defer interest or other payments on currently outstanding or future series of junior subordinated debentures or such other securities, or if there were to occur certain payment defaults on those securities, NEE
Capital would not be able, with limited exceptions, to pay dividends on the preferred stock during the periods in which such payments were deferred or such payment defaults continued. In addition, NEE Capital might issue other securities in the
future containing similar or other restrictions on NEE Capital’s ability to pay dividends to any holder of its preferred stock.
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