EVRG Evergy Inc

In connection with the Depositary Shares Offering (as defined below) and the concurrent Common Stock Offering (as defined below) by Great Plains Energy Incorporated (“Great Plains Energy” or the “Company”) (each described under Item 8.01 below), on September 30, 2016, Great Plains Energy filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Missouri to establish the preferences, limitations and relative rights of its 7.00% Series B Mandatory Convertible Preferred Stock, without par value, liquidation preference $1,000.00 per share (the “Mandatory Convertible Preferred Stock”). The Certificate of Designations became effective upon filing.

Subject to certain exceptions, so long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on the Common Stock (as defined below) or any other shares of junior stock or parity stock, and no Common Stock, junior stock or parity stock will be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by Great Plains Energy or any of its subsidiaries, in each case, unless all accumulated and unpaid dividends for all past dividend periods, including the latest completed dividend period, on all outstanding shares of the Mandatory Convertible Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sufficient sum of cash and/or number of shares of the Company’s Common Stock for the payment thereof has been set aside for the benefit of holders of shares of the Mandatory Convertible Preferred Stock on the applicable regular record date).

Unless converted earlier, each share of Mandatory Convertible Preferred Stock will convert automatically on the mandatory conversion date, which is expected to be September 15, 2019, into between 31.5060 and 37.8080 shares of the Company’s Common Stock, subject to anti-dilution adjustments. The number of shares of the Company’s Common Stock issuable upon conversion will be determined based on the average volume weighted average price per share of Great Plains Energy’s Common Stock over the 20 consecutive trading day period commencing on, and including, the 22nd scheduled trading day prior to September 15, 2019.

In addition, upon Great Plains Energy’s liquidation, dissolution or winding-up, whether voluntary or involuntary, each holder of shares of the Mandatory Convertible Preferred Stock will be entitled to receive out of the Company’s assets available for distribution to the Company’s stockholders, subject to rights of the Company’s creditors, before any payment or distribution is made to holders of junior stock (including the Company’s Common Stock), payment in full of the amount of $1,000.00 per share of the Mandatory Convertible Preferred Stock, plus an amount equal to any accumulated and unpaid dividends, whether or not declared, on such shares to (but not including) the date fixed for liquidation, dissolution or winding-up.

The foregoing description of the terms of the Mandatory Convertible Preferred Stock, including such restrictions, is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.