The Board of Directors of Dominion Energy has approved the Merger Agreement and the
transactions contemplated by the Merger Agreement, including the Merger and the issuance of Dominion Energy Common Stock in connection with the Merger. The approval of the shareholders of Dominion Energy is not required in order to complete the
transactions contemplated by the Merger Agreement.
The Merger Agreement contains customary representations, warranties, covenants and
termination provisions. Consummation of the Merger is subject to the satisfaction or waiver of certain specified closing conditions, including, among other things: (i) the approval of the Merger Agreement and the Merger by DMs unit
holders; (ii) the effectiveness of a registration statement on Form
S-4
with respect to the Dominion Energy Common Stock issuance in connection with the Merger and (iii) other customary closing
conditions.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to provide investors and security holders with information regarding its terms. It is
not intended to provide any other factual or financial information about DM, Dominion Energy, the other parties to the Merger Agreement or any of their respective subsidiaries and affiliates. The representations, warranties and covenants contained
in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of DM, Dominion Energy, the
other parties to the Merger Agreement or any of their respective subsidiaries and affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in public disclosures by DM and Dominion Energy. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the
companies and the Merger that will be contained in, or incorporated by reference into, the consent statement/prospectus that the parties will be filing in connection with the Merger, as well as in the other filings that each of DM and Dominion
Energy make with the Securities and Exchange Commission (SEC).
FORWARD-LOOKING STATEMENTS
This report contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The
statements relate to, among other things, expectations, estimates and projections. We have used the words anticipate, believe, could, estimate, expect, intend, may,
outlook, plan, predict, project, should, strategy, target, will, would, potential and similar terms and phrases to identify
forward-looking statements in this report. Such forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results, and may include, but are not limited to: statements
about the anticipated benefits of the proposed transaction, including future financial and operating results, the attractiveness of the value to be received by the parties to the proposed transaction, DMs plans, objectives, expectations and
intentions, the timing of future events, the anticipated impact of the transaction on future cash flows, future earnings guidance and credit profile, and descriptions relating to these expectations. Other risk factors for DMs and Dominion
Energys businesses are detailed from