Washington, D.C. 20549
231 West Michigan Street, P.O. Box 1331
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
James A. Schubilske
231 West Michigan Street, P.O. Box 1331
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Eric A. Koontz
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
We have included or may include
statements in this prospectus (including documents incorporated by reference) that constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or performance may be forward-looking statements. Also,
forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology
such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“forecasts,” “goals,” “guidance,” “intends,” “may,” “objectives,”
“plans,” “possible,” “potential,” “projects,” “seeks,” “should,”
“targets,” “will” or similar terms or variations of these terms.
We caution you that any forward-looking
statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors which
may cause our actual results, performance, or achievements to differ materially from the future results, performance or achievements
we have anticipated in the forward-looking statements.
In addition to the assumptions
and other factors referred to specifically in connection with those statements, factors that could cause our actual results to
differ materially from those contemplated in the forward-looking statements include, but are not limited to factors affecting utility
operations such as catastrophic weather-related damage, environmental incidents, unplanned facility outages and repairs and maintenance,
and electric transmission or natural gas pipeline system constraints; factors affecting the demand for electricity and natural
gas, including political developments, unusual weather, changes in economic conditions, customer growth and declines, commodity
prices, energy conservation efforts, and continued adoption of distributed generation by customers; the timing, resolution, and
impact of rate cases and negotiations, including recovery of deferred and current costs and the ability to earn a reasonable return
on investment, and other regulatory decisions impacting our regulated operations; the ability to obtain and retain customers, including
wholesale customers, due to increased competition in our electric and natural gas markets from retail choice and alternative electric
suppliers, and continued industry consolidation; the timely completion of capital projects within budgets, as well as the recovery
of the related costs through rates; the impact of federal, state, and local legislative and regulatory changes, including changes
in rate-setting policies or procedures, tax law changes, deregulation and restructuring of the electric and/or natural gas utility
industries, transmission or distribution system operation, the approval process for new construction, reliability standards, pipeline
integrity and safety standards, allocation of energy assistance, and energy efficiency mandates; federal and state legislative
and regulatory changes relating to the environment, including climate change and other environmental regulations impacting generation
facilities and renewable energy standards, the enforcement of these laws and regulations, changes in the interpretation of permit
conditions by regulatory agencies, and the recovery of associated remediation and compliance costs; the risks associated with changing
commodity prices, particularly natural gas and electricity, and the availability of sources of fossil fuel, natural gas, purchased
power, materials needed to operate environmental controls at our electric generating facilities, or water supply due to high demand,
shortages, transportation problems, nonperformance by electric energy or natural gas suppliers under existing power purchase or
natural gas supply contracts, or other developments; changes in credit ratings, interest rates, and our ability to access the capital
markets, caused by volatility in the global credit markets, our capitalization structure, and market perceptions of the utility
industry, us, or any of our subsidiaries; costs and effects of litigation, administrative proceedings, investigations, settlements,
claims, and inquiries; restrictions imposed by various financing arrangements and regulatory requirements on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends,
loans or advances; the risk of financial loss, including increases
in bad debt expense, associated with the inability of our customers, counterparties, and affiliates to meet their obligations;
changes in the creditworthiness of the counterparties with whom we have contractual arrangements, including participants in the
energy trading markets and fuel suppliers and transporters; the direct or indirect effect on our business resulting from terrorist
incidents, the threat of terrorist incidents, and cyber security intrusion, including the failure to maintain the security of personally
identifiable information, the associated costs to protect our assets and personal information, and the costs to notify affected
persons to mitigate their information security concerns; the financial performance of American Transmission Company LLC (“ATC”)
and its corresponding contribution to our earnings, as well as the ability of ATC and Duke-American Transmission Company to obtain
the required approvals for their transmission projects; the investment performance of our employee benefit plan assets, as well
as unanticipated changes in related actuarial assumptions, which could impact future funding requirements; factors affecting the
employee workforce, including loss of key personnel, internal restructuring, work stoppages, and collective bargaining agreements
and negotiations with union employees; advances in technology that result in competitive disadvantages and create the potential
for impairment of existing assets; the timing, costs, and anticipated benefits associated with the remaining integration efforts
relating to the acquisition of Integrys Energy Group, Inc.; the risk associated with the values of goodwill and other intangible
assets and their possible impairment; potential business strategies to acquire and dispose of assets or businesses, which cannot
be assured to be completed timely or within budgets, and legislative or regulatory restrictions or caps on non-utility acquisitions,
investments or projects, including the State of Wisconsin’s public utility holding company law; the timing and outcome of
any audits, disputes, and other proceedings related to taxes; the effect of accounting pronouncements issued periodically by standard-setting
bodies; and other factors described under the heading “Factors Affecting Results, Liquidity and Capital Resources”
in Management’s Discussion and Analysis of Financial Condition and Results of Operations and under the headings “Cautionary
Statement Regarding Forward-Looking Information” and “Risk Factors” contained in our Form 10-K for the year ended
December 31, 2016 and in subsequent reports filed with the Securities and Exchange Commission (“SEC”). Any forward-looking
statement speaks only as of the date on which that statement is made, and we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is made.
THE COMPANY
WEC Energy Group, Inc. was incorporated
in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29, 2015, we acquired Integrys
Energy Group, Inc. and changed our name from Wisconsin Energy Corporation to WEC Energy Group, Inc.
Our wholly owned subsidiaries
are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and regulated natural
gas service in Wisconsin, Illinois, Michigan and Minnesota. In addition, we have an approximate 60% equity interest in ATC, an
electric transmission company operating mainly in four states. We conduct our operations primarily in six reportable segments,
which are described below.
Wisconsin Segment
: Our
Wisconsin segment primarily consists of the electric and natural gas utility and non-utility operations of Wisconsin Electric Power
Company (“WE”), Wisconsin Gas LLC, and Wisconsin Public Service Corporation (“WPS”), including WE’s
electric and WPS’s electric and natural gas operations in the Upper Peninsula of Michigan that were transferred to Upper
Michigan Energy Resource Corporation (“UMERC”), a utility subsidiary of WEC Energy Group. In December 2016, both the
Michigan Public Service Commission and the Public Service Commission of Wisconsin approved the operation of UMERC as a stand-alone
utility. UMERC became operational effective January 1, 2017, and WE and WPS transferred customers and property, plant and
equipment as of that date.
Illinois Segment
: Our
Illinois segment consists of the natural gas utility and non-utility operations of The Peoples Gas Light and Coke Company (“PGL”)
and North Shore Gas Company (“NSG”). PGL’s and NSG’s natural gas customers are located in Chicago and the
northern suburbs of Chicago. PGL also owns and operates a 38.3 Bcf (billion cubic feet) natural gas storage field in central Illinois.
Other States Segment
:
Our Other States Segment consists of the natural gas utility and non-utility operations of Minnesota Energy Resources Corporation
(“MERC”) and Michigan Gas Utilities Corporation (“MGU”). MERC serves customers in various cities and communities
throughout Minnesota and MGU serves customers in the southern portion of lower Michigan.
Electric Transmission Segment
:
Our Electric Transmission Segment consists of our approximate 60% ownership interest in ATC, a federally regulated electric transmission
company. ATC owns, maintains, monitors, and operates electric transmission systems mainly in Wisconsin, Michigan, Illinois, and
Minnesota.
Non-Utility Energy Infrastructure
Segment
: Our Non-Utility Energy Infrastructure Segment consists of W.E. Power, LLC, which owns and leases electric power generating
facilities to WE, and Bluewater Natural Gas Holding, LLC, which owns underground natural gas storage facilities in Michigan.
Corporate and Other Segment
:
Our Corporate and Other Segment consists of the operations of WEC Energy Group, Inc. holding company, the Integrys Holding, Inc.
holding company, the Peoples Energy, LLC holding company, Wispark LLC, Bostco LLC, Wisconsin Energy Capital Corporation, WEC Business
Services LLC, and WPS Power Development LLC. Wispark develops and invests in real estate. WEC Business Services is a wholly owned
centralized service company that provides administrative and general support services to our regulated utilities, as well as certain
services to our nonregulated entities. WPS Power Development owns distributed renewable solar projects. In the first quarter of
2017, Bostco sold substantially all of its remaining assets.
Our headquarters are at 231
West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201, and our telephone number is (414) 221-2345. Stockholders may call
the plan administrator at (800) 558-9663 to speak with a service representative about their account.
INFORMATION ABOUT STOCK PLUS
The following questions and answers explain and
constitute the Stock Plus plan.
|
1.
|
What is the Stock Plus Investment Plan?
|
The plan
is a convenient and cost-effective stock purchase plan available to new investors for making an initial investment in WEC Energy
Group common stock and to existing investors for increasing their holdings of WEC Energy Group common stock by reinvesting dividends
or making optional cash investments from time to time.
|
2.
|
Who is eligible to participate in Stock Plus?
|
Any person or entity, whether
or not a current registered stockholder of WEC Energy Group, is eligible to participate in the plan by meeting the enrollment requirements.
Holders of WE preferred stock may also participate in the plan, including having their cash dividends on WE preferred stock reinvested
in shares of WEC Energy Group common stock. Persons or entities that reside outside the U.S. may participate if their participation
does not violate local laws or regulations applicable to WEC Energy Group or the participant or that would affect the terms of
the plan. We reserve the right to terminate the participation of any participant if we deem it advisable. All investments must
be submitted in U.S. funds and drawn on a U.S. bank.
|
3.
|
How do I enroll in the plan?
|
You
may join the plan by enrolling online via Investor Centre at
www.computershare.com/investor
.
Alternatively, an enrollment form must be completed
and returned to the plan administrator. If you do not currently hold WEC Energy Group common stock, include your initial investment
(in U.S. dollars) in the form of a check. An enrollment form may be obtained by calling the plan administrator at (
800) 558-9663
.
If your shares of WEC Energy
Group common stock are registered in the name of a bank, broker or other nominee, you may enroll in the plan under the same terms
as a new investor, or arrange for the registered holder to register at least one share directly in your name in order to reinvest
dividends or make optional cash investments.
|
4.
|
What are my investment options?
|
Your participation options are
as follows. You may make optional cash investments from time to time under any of the other investment options.
Full Dividend Reinvestment.
If you select this option, all dividends on shares registered in your name or held in your plan account will be applied toward
the purchase of more shares of WEC Energy Group common stock.
Partial Dividend Reinvestment.
Under this option, you may elect to reinvest between 10% and 100% of the dividends on shares registered in your name or held
in your plan account. You may not specify a dollar amount to be invested. Any uninvested dividends will be sent to you in the form
of a check.
Optional Cash Investments Only.
By electing this option, dividends will be paid to you in cash, but you may make optional cash investments from time to time,
up to the maximum specified in
Appendix A
, to purchase additional shares of WEC Energy Group common stock.
Automatic Investment Option.
This
election may be used in combination with any of the investment options.
Under this option, you may deduct payments from your
checking or savings account automatically once each month by electronic means for investment in the plan as optional cash investments.
You must allow 30 days to initiate this feature or to make any changes in the amount to be invested or bank account from which
the funds are withdrawn.
If no option is specified on the
enrollment form,
Full Dividend Reinvestment
will apply. You can change your investment election online at
www.computershare.com/investor
or by either submitting a new enrollment form or by calling the plan administrator at
(800) 558-9663
.
See
Appendix A
for
investment minimums and maximums applicable to optional cash investments made through the automatic investment option or otherwise.
See Question 5 for further information about optional cash investments.
|
5.
|
How do I make optional cash investments? How much can I invest?
|
You may make optional cash investments by the following
means:
Investment by Check.
You
may make optional cash investments in WEC Energy Group common stock by sending to the plan administrator a check for the purchase
of additional shares. The check must be made payable to Computershare/WEC Energy Group in U.S. dollars and drawn on a U.S. bank.
If you are not in the United States, contact your bank to verify that they can provide you with a certified check that clears through
a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing
through non-U.S. banks. The plan administrator will not accept third party checks, money orders, or traveler’s checks. All
checks should be sent to the plan administrator at the address listed on the tear-off form attached to each statement you receive,
or if making an investment when enrolling, should be sent with the enrollment form.
Automatic Investment Option.
As an alternative to sending checks for optional cash investments, you may elect to have funds automatically withdrawn every
month from your checking or savings account at a qualified financial institution. You may elect the automatic cash withdrawal option
by simply logging into your account online or by completing the appropriate sections on the Direct Debit Authorization form, signing
it and submitting it to the plan administrator. You may change the amount of money authorized for withdrawal or terminate an automatic
monthly withdrawal of funds by notifying the plan administrator in writing or over the internet. To be effective, the new automatic
investment option form must be received by the plan administrator not less than 30 days before the effective date of the withdrawal.
It is your responsibility to immediately notify the administrator of any changes in bank account or other information as it relates
to your automatic investment option authorization. You may call (
800) 558-9663
and request a new Direct Debit Authorization
form.
Minimum and Maximum Amounts
for Optional Cash Investments.
See
Appendix A
for
the minimum and maximum permitted amounts for voluntary cash investments.
Payments with Insufficient
Funds.
There is a service charge, as listed in
Appendix A
, imposed for any check or other deposit for an optional cash
investment returned unpaid. If the deposit is returned, or the bank account designated under the Automatic Investment Option does
not have sufficient funds for the authorized monthly deduction, the investment will be considered “void” and any shares
credited to your account in anticipation of receiving the payment will be sold to cover the transaction cost and the service charge.
If the net proceeds of the sale of such shares are insufficient to recover in full the uncollected amounts, additional shares as
may be necessary to recover in full the uncollected balance may be sold from your account.
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6.
|
What is the source of the WEC Energy Group stock offered under the plan?
|
The administrator will purchase
shares of WEC Energy Group common stock for the plan in the open market or, if we so determine, the administrator will purchase
original issue shares or treasury shares from WEC Energy Group. We will decide whether shares are to be purchased from WEC Energy
Group or in the open market based on WEC Energy Group’s need for common equity and any other factors we consider to be relevant
from time to time. Any determination we make to alter the manner in which shares will be purchased for the plan, and implementation
of any such change, will comply with applicable SEC regulations and interpretations then in effect. At this time, we do not anticipate
that we will instruct the plan administrator to purchase original issue or treasury shares.
All dividend funds to be reinvested
and optional cash payments from all participants in the plan are commingled to purchase shares.
Open market purchases will be
made on the New York Stock Exchange or any other securities exchange where WEC Energy Group common stock may be traded, in the
over-the-counter market, or by negotiated transactions. The plan administrator makes all decisions as to price, delivery and any
other matters related to purchases in the open market.
Original issue shares or treasury shares will be
purchased directly from WEC Energy Group.
You should be aware that
the share price may fluctuate between the time your purchase instruction is received by the plan administrator and the time the
purchase is made.
|
7.
|
When are shares purchased under the plan?
|
Optional Cash Investments.
Purchases for optional cash investments are made twice each month, beginning on the first and the fifteenth day of each month,
or the next business day if the first or the fifteenth falls on a weekend or holiday. Depending on the number of shares being purchased
and current trading volume in the shares, purchases may be executed in multiple transactions and may be made over more than one
day. Your cash investment must reach the plan administrator at least one business day before an investment date. If your investment
is received too late to be invested on a particular investment date, it will be held until the next investment date, without interest.
You may cancel your investment
up to two business days before an investment date by calling the plan administrator. After that time, the administrator may, at
its own discretion, accept requests to revoke purchase instructions.
Automatic Investment Option.
If you participate in the automatic investment option, your investment will be deducted from your bank account on the 25th
day of the month, or if such date is not a business day, on the preceding business day, and invested on the first business day
of the following month, or the next business day if the first business day of the month falls on a weekend or holiday.
Dividend Reinvestments.
Dividends
reinvested under the plan are invested on the dividend payment dates, generally March 1, June 1, September 1, and
December 1, or the first business day following a payment date.
When purchasing shares on the
open market, the plan administrator, at its discretion, may purchase the shares over a period of several days in order to minimize
price fluctuations.
The plan administrator will
make every effort to invest funds in common stock as soon as practicable on or after each investment date. In the event that any
portion of any cash dividends or initial or optional cash investments paid to the plan administrator under the plan is not invested
within 30 days after the dividend payment date or within 35 days after receipt of cash investments, that portion will be returned
to the participants affected without interest.
Upon notification by WEC Energy
Group of a pending dividend payment date, the plan administrator may, at its discretion, purchase common stock beginning three
business days in advance of the dividend payment date.
|
8.
|
Are there fees associated with participation?
|
As the plan is currently administered,
you will not incur any brokerage commissions, service charges or other direct expenses in connection with purchases of WEC Energy
Group common stock for your account under the plan. We will pay these expenses, as well as all costs of administering the plan.
However, the Internal Revenue Service considers the brokerage commissions paid by WEC Energy Group to be additional dividend income
to you. This will be reflected on your annual Form 1099 statement.
For each sale of shares from
your plan account, you will be charged a processing fee and a service charge, as set forth in
Appendix A
, which will be
deducted from the proceeds of the sale. The administrator will aggregate sales from various participants, when possible, so that
participants may benefit from any lower brokerage commissions applicable to larger volume sales.
|
9.
|
How is my purchase price determined?
|
All funds to be invested on
each investment date will be aggregated, each investor will be charged the same purchase price for each purchase type, and shares
purchased under the plan are currently purchased in the open market, but could be original issue shares or treasury shares purchased
directly from WEC Energy Group.
Share purchases in the open market may be made on any stock exchange where WEC Energy Group common
stock is traded, in the over-the-counter market, or by negotiated transactions on such terms as the plan administrator may reasonably
determine. Neither WEC Energy Group nor any participant will have any authority or power to
direct the date, time or price at which shares may be purchased by the plan administrator. If shares
are purchased on the open market, the plan administrator may combine participant purchase requests with other purchase requests
received from other participants and will generally batch purchase types (reinvested dividends and optional cash investments) for
separate execution by the plan administrator’s broker. The plan administrator may also direct its broker to execute each
purchase type in several batches throughout a trading day. Depending on the number of shares being purchased and current trading
volume in the shares, the plan administrator’s broker may execute purchases for any batch or batches in multiple transactions
and over more than one day. If different purchase types are batched, the price per share of the common shares purchased for each
participant’s account, whether purchased with reinvested dividends, with initial cash investments, or with optional cash,
shall be the weighted average price of the specific batch for such shares purchased by the plan administrator’s broker on
that investment date.
If shares are purchased directly
from WEC Energy Group, your price is the average of the high and low sales prices as reported on the New York Stock Exchange consolidated
reporting system for the investment date.
|
10.
|
How many shares of WEC Energy Group stock will be purchased for my account?
|
The
number of whole shares and any fractional share credited to your plan account will be based on the amount you invest divided
by the purchase price of the shares. This applies to shares purchased with either optional cash investments or reinvested
dividends. Future dividends will be calculated on your total holdings of both whole and fractional shares of WEC Energy Group
common stock.
|
11.
|
Will I receive any confirmation of the purchase?
|
You will receive an account
statement which will show details of the investment, including investment date, investment amount, shares purchased, purchase price
and ending account balance. The statement will also reflect the cost basis of any shares acquired after January 1, 2011, and
should be retained for tax purposes. Please retain these statements to assist you in establishing the tax basis of your stock.
The statement also includes a stub which you may use for future optional cash investments or to sell or withdraw shares. Statements
are mailed within five business days after an investment.
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12.
|
Will I receive stock certificates? Can I deposit stock certificates I currently hold for safekeeping?
|
Book-Entry Shares; Certificates
Upon Request.
Your shares will be held for your benefit by the plan administrator in “book-entry” form. You may
request that a stock certificate for some or all of your whole shares be issued to you without withdrawing from the plan, or upon
withdrawal from the plan. Effective January 1, 2018, a processing fee as described in
Appendix A
will be charged
for stock certificates. You may make such a request by:
|
·
|
using the tear-off form attached to the account statement;
|
|
·
|
calling the plan administrator at (
800) 558-9663
;
|
|
·
|
writing to the plan administrator at the address listed in Question 18; and
|
|
·
|
via the Internet at
www.computershare.com/investor
.
|
Certificates are normally issued
to participants within five business days after receipt of the request. Holding your plan shares in the form of a stock certificate
does not affect your dividend option. For example, if you elected to participate under the
Full Dividend Reinvestment
option,
dividends on all shares will continue to be reinvested. No certificates will be issued for fractional shares of common stock. Instead,
fractional shares will be sold and you will receive the net proceeds from the sale of your fractional share upon complete withdrawal
from the plan.
Safekeeping of Stock Certificates.
If you wish, you may send any WEC Energy Group stock certificates you currently hold to the plan administrator for safekeeping.
This is also referred to as a custodial service. Your certificated shares of WEC Energy Group stock will be credited to your plan
account and reflected in your account statement. Safekeeping is beneficial to you because you no longer bear the risk and cost
associated with loss, theft or destruction of stock certificates.
If you elect this optional service,
please use registered or insured mail to send your stock certificates to the plan administrator at the following address: Computershare,
462 South 4
th
Street, Suite 1600, Louisville, KY 40202. You must include written instructions indicating
that these shares are to be placed in your plan account. Do not endorse the stock certificates. You bear the risk of loss in transit,
and we urge you to use a delivery system with a tracking mechanism to protect your investment.
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13.
|
Can shares of WEC Energy Group
stock held in my plan account be used as collateral for a loan?
|
You may not use shares of WEC
Energy Group stock held in your plan account as collateral for a loan. If you wish to use the shares as collateral, you must request
the plan administrator to issue you a stock certificate for the shares in your name. Stock certificates for a fractional share
will not be issued under any circumstances.
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14.
|
How can I sell my shares held in the plan?
|
You may request the plan administrator
to sell all or a portion of the shares in your Stock Plus account. This may be done by completing the stub to your account statement,
sending a letter, calling the plan administrator, or via the Internet. The plan administrator will combine your shares with other
shares to be sold and arrange to sell them on the open market through a registered securities broker-dealer within five business
days of receiving your request. The plan administrator will compute the value of any fractional share based on the price at which
the whole shares were sold.
The plan administrator may,
under certain circumstances, require a transaction request to be submitted in writing.
Sale Orders via Internet.
Access
your account via the Internet at
www.computershare.com/investor
.
Sale Orders via Stockholder Hotline.
Call
(
800) 558-9663
and follow the instructions provided.
Sale Orders via Mail.
Complete
and sign the tear-off portion of your account statement and mail the instructions to the plan administrator or send a letter with
your account number and instructions to the plan administrator (see Question 18, “Who is the plan administrator and
how do I contact them?”).
All sales are processed as a
batch order, which is an accumulation of all sale requests for a security submitted together as a collective request. Batch orders
are submitted on each market day, assuming there are sale requests to be processed. Sale instructions for batch orders received
by the plan administrator will be processed no later than five business days after the date on which the order is received (except
where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading
and sufficient market liquidity exists. In every case of a batch order sale, the price shall be the weighted average sale price
obtained by the plan administrator’s broker.
All per share fees include any brokerage
commissions the plan administrator is required to pay. Any fractional share will be rounded up to a whole share for purposes of
calculating the per share fee. The plan administrator may, under certain circumstances, require a transaction request to be submitted
in writing. Please contact the plan administrator to determine if there are any limitations applicable to your particular sale
request.
The plan administrator will
determine the net proceeds to be paid to you approximately three business days after the sale and remit those proceeds to you shortly
thereafter. Processing fees and other expenses of the sale, including any service charge, and any transfer tax, if applicable,
will be deducted from the sale proceeds. Please see
Appendix A
for charges that apply.
If your participation option
includes dividend reinvestment and you request that all of your shares be sold and your request is received after the record date
for a dividend payment, your shares will be sold, but any dividend payable on those shares will be reinvested pursuant to the terms
of the plan.
The price of WEC Energy Group’s
common stock may rise or fall during the period between requesting a sale and the actual sale. Instructions to the plan administrator
to sell shares are binding and may not be revoked.
As noted above, if you are selling
your plan shares of WEC Energy Group common stock, you should be aware that prices for WEC Energy Group stock may fall during the
period between your request for sale, its receipt by the plan administrator, and the ultimate sale of your shares on the open market.
This risk is borne solely by you and should be carefully evaluated.
The plan administrator is not
a broker and, therefore, will not accept your instructions to sell on a particular day or at a specific price. The plan is designed
for the long-term investor and does not afford you the same flexibility as an account with a stockbroker in this respect. If you
prefer to have control over the exact price and timing of your sale, you will need to request a stock certificate from the plan
administrator for the number of whole shares you wish to sell and conduct that transaction through your stockbroker. Once you have
the stock certificate in your possession, you can sell the WEC Energy Group stock represented thereby through a broker at a price
and on the date you select. The plan administrator will mail your certificate to you by insured, first-class mail within five business
days of your request. If you choose to sell through a broker after obtaining your stock certificate, all brokerage fees are your
responsibility.
|
15.
|
Can I transfer shares that I hold in the plan to someone else?
|
Yes, you may transfer ownership
of some or all of your shares held through Stock Plus. Call the plan administrator for complete transfer instructions. Please visit
the Computershare Transfer Wizard at
www.computershare.com/transferwizard
. The Transfer Wizard will guide you through the
transfer process, assist you in completing the transfer form, and identify other necessary documentation you may need to provide.
You may transfer shares to new
or existing WEC Energy Group stockholders. However, a new Stock Plus account will not be opened for a transferee as a result of
a transfer of less than one full share. If you open a new Stock Plus account for a transferee, you must include an enrollment form
with the gift/transfer instructions.
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16.
|
I’ve just moved. How can I request a change of address or update other personal data?
|
It is important that our records
contain your most up-to-date personal data. If you need to request a change of address or update other personal data, please write
or call the plan administrator or visit the plan administrator’s web site. If you are an electric service or gas customer
of one of WEC Energy Group’s subsidiaries, changing your billing address is not sufficient to change your stockholder account
address.
|
17.
|
How do I change or terminate my participation in the plan?
|
You may withdraw or sell a portion
of your shares in the plan without terminating participation. To change your method of participation, or to terminate participation,
you may use the stub on your account statement, write a letter to the plan administrator, call the plan administrator, or visit
the plan administrator’s web site. You may request a stock certificate for the shares held in the plan or request that the
shares be sold.
If your participation option
includes dividend reinvestment and you request that all of your shares be sold and your request is received after the record date
for a dividend payment, your shares will be sold, but any dividend payable on those shares will be reinvested pursuant to the terms
of the plan.
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18.
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Who is the plan administrator and how do I contact them?
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The plan administrator is Computershare Trust Company,
N.A. You may contact them as follows:
|
·
|
Visit
www.computershare.com/investor
, where you can view share balances, market value, tax documents and account statements, request electronic delivery of documents, review answers to frequently asked questions and perform many transactions.
|
WEC Energy Group, Inc. c/o Computershare
P.O. Box 50500
Louisville, KY40233-5000
|
·
|
Call the plan administrator at (
800) 558-9663
. Service representatives are available from 7 a.m. to 7 p.m.
|
Central time on business days. An automated
voice-response system also provides information 24 hours a day, 7 days a week.
You may use the tear-off portion
of your account statement and mail it to the plan administrator at the address above for sales, liquidations, share deposits and
withdrawals.
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19.
|
What reports will I receive?
|
You will receive easy-to-read
statements of your account activity after each investment or other transaction. You should retain these statements in your records.
In addition, you will receive the same communications sent to all other holders of WEC Energy Group common stock, such as annual
reports and proxy statements. You will also receive any Internal Revenue Service forms that may be required for income tax purposes.
You can choose to receive your
statements and other information electronically by signing up for electronic communications. This provides for fast, easy and secure
24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor
Centre at
www.computershare.com/investor
where step-by-step instructions will prompt you through enrollment.
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20.
|
What if WEC Energy Group issues a stock dividend or declares a stock split?
|
Your plan
account will be credited with the appropriate number of shares of WEC Energy Group common stock on the payment date. If you prefer
to receive a stock certificate, you may do so by notifying the plan administrator after the payment date.
A stock dividend payable in other
than WEC Energy Group common stock will be paid to you and not credited to your plan account.
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21.
|
How do I vote my Stock Plus shares at stockholders’ meetings?
|
Shares of WEC Energy Group common
stock held for you by the plan administrator will be voted as you direct. If you hold shares in Stock Plus on the record date for
any WEC Energy Group annual or special meeting of stockholders, you will receive proxy materials, including a proxy card which
you may use to vote all shares held in your Stock Plus account and any shares for which you hold a stock certificate.
You may vote your shares by
mail, telephone or on the Internet as directed in the proxy statement or on the proxy card. If you do not return your proxy card,
or vote by telephone or Internet, none of your shares will be voted.
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22.
|
Can the plan be changed or discontinued?
|
WEC Energy Group may amend,
modify, suspend or terminate the plan at any time, including the period between a record date and a dividend payment date. As appropriate,
participants will receive notice of any material amendment or modification, or of any suspension or termination.
Upon termination of the plan,
you will be mailed any optional cash investments received and not invested, whole shares will continue to be credited in book entry
to your plan account, and you will be mailed a check for any fractional share. However, if WEC Energy Group terminates the plan
to establish a new plan, you will automatically be enrolled in the successor plan, and shares of WEC Energy Group stock credited
to your plan account will automatically be transferred to the successor plan.
The plan administrator may terminate
your Stock Plus account if you do not maintain at least one whole share in your account. In the event your Stock Plus account is
terminated for this reason, a check for the cash value of the fractional share will be sent to you and your account will be closed.
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23.
|
Who interprets the plan?
|
WEC Energy Group will determine
any question of interpretation arising under the plan, and our determination will be final. WEC Energy Group and/or the plan administrator
may adopt rules or practices to facilitate the administration of the plan.
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24.
|
What law governs the plan?
|
The terms and conditions of the plan and its operations
will be governed by the laws of the State of Wisconsin.
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25.
|
What are the responsibilities of WEC Energy Group and the plan administrator under Stock Plus?
|
Neither
WEC Energy Group nor the plan administrator will be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim or liability:
|
·
|
with respect to the prices at which shares of WEC Energy Group stock are purchased or sold for your plan account and the times when such purchases or sales are made;
|
|
·
|
for any fluctuation in the market value after purchases or sales of shares of WEC Energy Group stock; or
|
|
·
|
for continuation of your plan participation until the plan administrator receives written notice of your death accompanied by your estate’s request to discontinue participation.
|
WEC Energy Group and the plan
administrator provide no advice and make no recommendation with respect to your purchases and sales of WEC Energy Group stock.
Your decision to purchase or sell WEC Energy Group stock must be made by you based upon your own research and judgment.
You should recognize that neither
WEC Energy Group nor the plan administrator can assure you of a profit or protect you against a loss on shares purchased through
the plan.