Hunton Andrews Kurth LLP

October, 2016 - United States of America

Hunton & Williams Advised Great Plain Energy Incorporated’s $2.4 Billion Concurrent Offerings of Equity and Mandatory Convertible Preferred to Finance Proposed Acquisition of Westar Energy, Inc.

Hunton & Williams LLP advised Great Plains Energy Incorporated (the "Company") on concurrent SEC-registered offerings of the Compan's 60,490,000 shares of Common Stock, without par value, and 17,250,000 Depositary Shares, Each Representing a 1/20th Interest in a Share of 7.00% Series B Mandatory Convertible Preferred Stock, without par value. The aggregate net proceeds from the concurrent offerings will be used to fund the cash consideration payable in connection with the Company’s pending acquisition of Westar Energy, Inc.

Great Plains Energy Incorporated, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. The Company’s wholly owned direct subsidiaries with significant operations or active subsidiaries are as follows: (i) Kansas City Power & Light Company, which is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas, (ii) KCP&L Greater Missouri Operations Company, which is an integrated, regulated electric utility that primarily provides electricity to customers in the state of Missouri, and (iii) GPE Transmission Holding Company, LLC, which owns 13.5 percent of Transource Energy, LLC, a company focused on the development of competitive electric transmission projects.

The Hunton & Williams team included Pete O’Brien, Christina Kwon and Andrew Spector. Cary Tolley provided tax advice.