SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4
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Proposed maximum aggregate value of transaction:
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5
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Form, Schedule or
Registration
Statement No.:
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Filing Party:
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Date Filed:
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Michael W. Yackira
President and Chief
Executive Officer
October
[ ], 2008
To Our
Stockholders:
On behalf of the Board of Directors, I am pleased to invite you
to attend a Special Meeting of the Stockholders of Sierra
Pacific Resources, which will be held at 10:00 a.m.,
Pacific Time, on Wednesday, November 19, 2008, at the
offices of Nevada Power Company (doing business as
NV Energy), 6226 West Sahara Avenue, Las Vegas,
Nevada. The formal notice of the Special Meeting is set forth on
the next page.
The matter to be acted upon at the meeting is described in the
attached proxy statement and relates to amending our Restated
Articles of Incorporation to change our name from Sierra
Pacific Resources to NV Energy, Inc. and to
provide that our principal place of business shall be at such
location as designated from time to time by our Board of
Directors.
Your views and opinions are very important to the Company.
Whether or not you are able to be present at the Special
Meeting, we would appreciate it if you would please review the
enclosed proxy statement. Regardless of the number of shares you
own, please promptly vote your shares by mail, the Internet or
telephone.
We greatly appreciate the interest expressed by our
stockholders, and we are pleased that in the past so many of you
have voted your shares either in person or by proxy. We hope
that you will continue to do so and urge you to execute and
return your proxy card as soon as possible.
Sincerely,
SIERRA
PACIFIC RESOURCES
6100 Neil Road
Reno, Nevada 89511
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
To Be Held November 19, 2008
To our
Stockholders:
A Special Meeting of Stockholders of Sierra Pacific Resources
will be held at the offices of Nevada Power Company (doing
business as NV Energy), 6226 West Sahara Avenue, Las
Vegas, Nevada, on Wednesday, November 19, 2008, at
10:00 a.m., Pacific Time. At the meeting, stockholders will
consider and vote on the following matters:
1. to approve an amendment to our Restated Articles of
Incorporation to change the Companys name to NV
Energy, Inc. and to provide that our principal place of
business shall be at such location as designated from time to
time by our Board of Directors; and
2. to transact such other business as may properly come
before the meeting, and at any or all adjournments thereof.
Stockholders of record of common stock at the close of business
on October 6, 2008, will be entitled to vote at the
meeting, and at any or all adjournments thereof.
You are cordially invited to attend the meeting in person if
possible. Whether you plan to attend the meeting or not, please
read the accompanying proxy statement and then vote your shares
as early as possible by Internet, telephone or mail. You can
change your vote and revoke your proxy at any time before the
polls close at the meeting by following the procedures described
in the accompanying proxy statement.
On Behalf of the Board of Directors,
PAUL J. KALETA,
Corporate Secretary
Reno, Nevada
October [ ], 2008
SIERRA
PACIFIC RESOURCES
6100 Neil Road
Reno, Nevada 89511
PROXY
STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
GENERAL
This proxy statement contains information about a Special
Meeting of Stockholders of Sierra Pacific Resources (the
Special Meeting). The Special Meeting will be held
on Wednesday, November 19, 2008, beginning at
10:00 a.m., Pacific Time, at the offices of Nevada Power
Company (doing business as NV Energy), 6226 West Sahara
Avenue, Las Vegas, Nevada. Unless the context otherwise
requires, references in this proxy statement to the
Company, SPR, we, us,
or our refer to Sierra Pacific Resources.
This proxy statement is furnished in connection with the
solicitation of proxies by our Board of Directors for use at the
Special Meeting and at any adjournment of that meeting. All
proxies will be voted in accordance with the instructions they
contain. If no instruction is specified on a proxy, it will be
voted in favor of Proposal 1, set forth in the notice of
the Special Meeting. A stockholder may revoke any proxy at any
time before it is exercised by giving written notice to the
Corporate Secretary of the Company, by submitting a later-dated
proxy, or by revoking it in person at the meeting. Your
attendance at the Special Meeting alone will not revoke your
proxy.
INFORMATION
ABOUT THE SPECIAL MEETING AND VOTING
What is
the purpose of the Special Meeting?
At the Special Meeting, stockholders will consider and vote on
the following matters:
1. to approve an amendment to our Restated Articles of
Incorporation to change the Companys name to NV
Energy, Inc. and to provide that our principal place of
business shall be at such location as designated from time to
time by our Board of Directors; and
2. to transact such other business as may properly come
before the meeting, and at any or all adjournments thereof.
Please see the discussion on page 5 of this proxy statement
for further information regarding Proposal 1.
Who can
vote?
To be able to vote, you must have been a stockholder of record
at the close of business on October 6, 2008. This date is
the record date for the Special Meeting.
Stockholders of record at the close of business on
October 6, 2008, are entitled to vote at the Special
Meeting. The number of outstanding shares of our common stock
entitled to vote at the Special Meeting is
[ ].
How many
votes do I have?
Each share of our common stock that you owned on the record date
entitles you to one vote on each matter that is before the
stockholders at the Special Meeting.
Is my
vote important?
Your vote is important regardless of how many shares you own.
Please take the time to vote. Take a moment to read the
instructions that follow.
1
How can I
vote?
You may vote in person by attending the meeting or by proxy. If
you are a shareholder of record, you may vote by proxy through
the Internet, by telephone or by mail. You may follow the
instructions on the proxy card or the instructions below for
voting by one of these methods. Please help us save time and
postage costs by voting through the Internet or by telephone.
If you have Internet access, please visit www.ProxyVote.com
website before 11:59 p.m. ET on November 18,
2008. The Internet voting procedures are designed to
authenticate the shareholders identity and to allow
shareholders to vote their shares and confirm that their
instructions have been properly recorded.
If you attend the meeting, you may vote by delivering your
completed proxy card in person or you may vote by completing a
ballot. Ballots will be available at the meeting.
If your shares are held in street name by a broker
or other nominee, you will receive instructions from the holder
of record that you must follow in order to vote your shares.
Whether you plan to attend the meeting or not, we encourage you
to vote by proxy as soon as possible.
Can I
change my vote after I have mailed my proxy card?
Yes. You can change your vote and revoke your proxy at any time
before the polls close at the Special Meeting by doing any one
of the following things:
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submitting a later-dated proxy;
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giving the Corporate Secretary of the Company a written notice
before or at the Special Meeting that you want to revoke your
proxy; or
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voting in person at the Special Meeting. Your attendance at the
Special Meeting alone will not revoke your proxy.
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Can I
vote if my shares are held in street name?
If the shares you own are held in street name by a
bank or brokerage firm, your bank or brokerage firm, as the
record holder of your shares, is required to vote your shares
according to your instructions. To vote your shares, you will
need to follow the directions your bank or brokerage firm
provides you. Many banks and brokerage firms also offer the
option of voting over the Internet or by telephone, instructions
for which would be provided by your bank or brokerage firm on
your vote instruction form.
If your shares are held in street name, you must
bring an account statement or letter from your brokerage firm or
bank showing that you are the beneficial owner of the shares as
of the record date in order to be admitted to the Special
Meeting on November 19, 2008. To be able to vote your
shares held in street name at the Special Meeting,
you will need to obtain a proxy card from the holder of record.
What will
happen if I do not give my bank or brokerage firm instructions
on how to vote my shares?
Banks, brokers, or other nominees may vote shares held for a
customer in street name on matters that are
considered to be routine if they have not received
instructions from their customer. The matter to be considered at
the Special Meeting is a routine matter, which means
that if your shares are held in street name and you
do not provide timely instructions for voting your shares, your
bank, broker, or other nominee can elect to vote your shares
with respect to the proposal to amend our Restated Articles of
Incorporation. A broker non-vote occurs when a bank,
broker, or other nominee has not received voting instructions
from a customer and elects not to exercise its discretionary
authority to vote the customers shares on a routine matter.
What
constitutes a quorum?
For business to be conducted at the Special Meeting with respect
to a particular matter, a quorum must be present for that
particular matter. For the proposal described in this proxy
statement, a quorum consists of the
2
holders of a majority of the votes entitled to be cast at the
Special Meeting, or at least
[ ] shares
of our common stock.
Shares of common stock represented in person or by proxy
(including broker non-votes and shares that abstain
or do not vote with respect to the matter to be voted upon) will
be counted for the purpose of determining whether a quorum
exists. A share once represented for any purpose at the Special
Meeting is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of the meeting unless
(1) the stockholder attends solely to object to lack of
notice, defective notice or the conduct of the meeting on other
grounds and does not vote the shares or otherwise consent that
they are to be deemed present, or (2) in the case of an
adjournment, a new record date is or will be set for that
adjourned meeting.
What vote
is required for the proposal?
The number of votes required for approval of the matter to be
considered at the Special Meeting is a majority of the
outstanding shares of our common stock entitled to vote.
How does
the Board of Directors recommend that I vote on the
proposal?
The Board of Directors recommends that you vote FOR the
amendment to our Restated Articles of Incorporation.
How will
votes be counted?
Each share of common stock will be counted as one vote according
to the instructions contained on a proper proxy card, whether
executed by you directly or on a ballot voted in person at the
Special Meeting. Shares will not be voted in favor of the
proposal, and will not be counted as voting on the proposal, if
they either (1) abstain from voting on the matter or
(2) are broker non-votes. Accordingly,
abstentions and broker non-votes will have the same
effect as voting against the proposal to amend our Restated
Articles of Incorporation.
Who will
count the votes?
The votes will be tabulated by Broadridge Financial Solutions,
the inspector of elections appointed for the meeting.
Will any
other business be conducted at the Special Meeting or will other
matters be voted on?
The Board of Directors does not know of any other matters that
may come before the Special Meeting. If any matter properly
comes before the Special Meeting, the persons named in the proxy
card that accompanies this proxy statement will exercise their
judgment in deciding how to vote, or otherwise act, at the
Special Meeting with respect to that matter or proposal.
Where can
I find the voting results?
We will report the voting results in a Current Report on
Form 8-K
and in our Annual Report on
Form 10-K
for the 2008 fiscal year, which we expect to file with the
Securities and Exchange Commission, or the SEC, on or about
February 28, 2009.
Who will
bear the costs of soliciting these proxies?
We will bear the costs of solicitation of proxies. Brokers,
custodians and fiduciaries will be requested to forward proxy
soliciting material to the owners of shares of our common stock
they hold in their names. We will reimburse banks and brokers
for their reasonable out-of-pocket expenses incurred in
connection with the distribution of proxy materials. In addition
to the use of mail, proxies may be solicited by personal
interview, by telephone, by facsimile or electronic medium, or
by certain employees without compensation. Morrow &
Co. LLC will assist in the solicitation of proxies at an
estimated cost of $10,000, plus expenses.
3
Whom
should I contact if I have any questions?
If you have any questions about the Special Meeting or your
ownership of our common stock, please contact our Shareholder
Relations Department at the address or telephone number listed
below.
Sierra Pacific Resources
6100 Neil Road
Reno, NV 89511
Attention: Shareholder Relations
Telephone:
(800) 662-7575
Email: sharerelations@sppc.com
Householding
of Special Meeting Materials
Your consent to householding will be perpetual unless you
withhold or revoke it. You may revoke your consent at any time
by contacting Broadridge, either by calling toll-free at
(800) 542-1061,
or by writing to Broadridge Financial Solutions, Householding
Department, 51 Mercedes Way, Edgewood, New York, 11747. We will
remove you from the householding program within 30 days of
receipt of your response, following which you will receive an
individual copy of our disclosure document.
4
PROPOSAL NUMBER
ONE AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
TO CHANGE NAME AND AUTHORIZE DIRECTORS TO
DESIGNATE PRINCIPAL PLACE OF BUSINESS
The Board of Directors has adopted resolutions declaring
advisable and recommending that the Companys stockholders
approve an amendment to our Restated Articles of Incorporation
to change our name from Sierra Pacific Resources to
NV Energy, Inc. and to provide that our principal
place of business shall be at such location as designated from
time to time by our Board of Directors. If approved, the change
in our name and the authorization of the Board to designate our
principal place of business will become effective after the
Special Meeting upon the filing of a certificate of amendment
with the Secretary of State of the State of Nevada. The Company
currently plans to file the certificate of amendment as soon as
reasonably practicable after receiving approval of the amendment
from its stockholders.
If this proposal is approved, Article I and II of the
Restated Articles of Incorporation will be amended to read in
their entirety as follows:
Article I
Name
The name of the corporation shall be NV Energy, Inc.
Article II
Principal Place of Business
The Corporations principal office or place of business in
the State of Nevada shall be at such location as may be from
time to time designated by the Board of Directors. The
Corporation may maintain an office or offices in such other
locations within or without the State of Nevada as may be from
time to time designated by the Board of Directors or pursuant to
the By-laws of the Corporation, and the Corporation may conduct
all Corporation business of every kind and nature relative to
the purposes of the Corporation, including the holding of
meetings of directors and stockholders, outside the State of
Nevada as well as in the State of Nevada.
Purpose
and Rationale for the Proposed Amendment
On September 22, 2008, Sierra Pacific Resources announced
that the Companys two utility subsidiaries, Nevada Power
Company and Sierra Pacific Power Company, will each operate
under the name NV Energy. The Board adopted the operational name
changes for the utilities in order to consolidate under a single
brand the operations that, on a combined basis, serve a
54,500-square-mile service territory that stretches from
northern to southern Nevada and provides a wide range of energy
services and products to more than 2.4 million Nevadans and
a tourist population that exceeds 40 million annually. The
Board adopted these name changes to emphasize the Companys
focus on the State of Nevada and its citizens. The Board is now
recommending that the name of the parent company be changed as
well, through an amendment to its Restated Articles of
Incorporation, to reflect the new operational names of the
utilities and the strategic focus of the Company as a whole.
In 1999, when Nevada Power Company became a wholly-owned
subsidiary of Sierra Pacific Resources through a merger, the
Restated Articles of Incorporation following the merger retained
the specific street address and post office box of the
Companys Reno office as the principal office or place of
business. Although a specific address was once required under
Nevada law to be included in the Articles of Incorporation, such
a requirement no longer exists. The Board of Directors believes
that it is preferable to retain flexibility with respect to the
location of the Companys principal office and to delete
any reference to a specific street address or post office box.
If adopted, the proposed Amendment would authorize the Board of
Directors to designate, from time to time, the location of the
Companys principal office or place of business in Nevada.
5
Effect of
the Proposed Amendment
If approved by stockholders, the change in our name and the
authorization of the Board to designate the principal place of
business will not affect the validity or transferability of any
existing stock certificates that bear the name Sierra
Pacific Resources. If the proposed change to our name and
authorization of the Board to designate the principal place of
business are approved, stockholders with certificated shares
should continue to hold their existing stock certificates. The
rights of stockholders holding certificated shares under
existing stock certificates and the number of shares represented
by those certificates will remain unchanged. Direct registration
accounts and any new stock certificates that are issued after
the name change becomes effective will bear the name NV
Energy, Inc.
Currently Sierra Pacific Resources stock is quoted on the
New York Stock Exchange under the symbol SRP. If the
proposed name change is approved, the stock will trade under the
symbol NVE. A new CUSIP number will also be assigned
to the common stock following the name change.
If the proposal to change our name and to authorize the Board to
designate the principal place of business is not approved, the
proposed amendment to our Restated Articles of Incorporation
will not be made, our name and ticker symbol will remain
unchanged, and the principal place of business designation
currently set forth in our Articles will remain the same.
Required
Approvals
The affirmative vote of the holders of a majority of the total
number of shares of our common stock outstanding and entitled to
vote as of the record date will be required to approve this
proposal. Abstentions and broker non-votes will have
the same effect as a vote against this proposal.
The Board recommends that you vote FOR the amendment to the
Restated Articles of Incorporation, and your proxy will be so
voted unless you specify otherwise.
6
AVAILABILITY
OF
FORM 10-K
ANNUAL REPORT AND
FORM 10-Q
QUARTERLY REPORTS
We will deliver without charge a copy of our Annual Report on
Form 10-K
for the year ended December 31, 2007 and our Quarterly
Reports on
Form 10-Q
for the quarter ended March 31, 2008 and June 30, 2008
to stockholders receiving this proxy statement. If you would
like to receive a copy of these items, you may request copies by
writing or telephoning us at the following address or telephone
number: Sierra Pacific Resources, 6100 Neil Road, Reno, Nevada
89511, Attention: Shareholder Relations, telephone
1-800-662-7575,
email sharerelations@sppc.com. Copies of our filings are also
available at our website at
www.sierrapacificresources.com
and at the
Securities and Exchange Commission website at
www.sec.gov
.
OTHER
MATTERS
We have no knowledge of any matters to be presented for action
by the stockholders at the Special Meeting other than as set
forth herein. However, the enclosed proxy gives discretionary
authority to the persons named therein to act in accordance with
their best judgment in the event that any additional matters
should be presented.
So that your shares may be represented if you do not plan to
attend the Special Meeting, please vote your shares by Internet,
telephone or mail.
A prompt response will greatly facilitate arrangements for the
Special Meeting, and your cooperation will be appreciated.
On Behalf of the Board of Directors,
PAUL J. KALETA,
Corporate Secretary
October [ ], 2008
7
SIERRA PACIFIC RESOURCES
6100 NEIL ROAD
P.O. BOX 30150
RENO, NV 89520
Use the Internet to transmit your voting
instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the
day before the special meeting date. Have your
proxy card in hand when you access the web site
and follow the instructions to obtain your
records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER
COMMUNICATIONS
If you would like to reduce the costs incurred by
Sierra Pacific Resources in mailing proxy
materials, you can consent to receiving all
future proxy statements, proxy cards and annual
reports electronically via e-mail or the
Internet. To sign up for electronic delivery,
please follow the instructions above to vote
using the Internet and, when prompted, indicate
that you agree to receive or access shareholder
communications electronically in future years.
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M. Eastern
Time the day before the special meeting date.
Have your proxy card in hand when you call and
then follow the instructions.
Mark, sign and date your proxy card and return it
in the postage-paid envelope we have provided or
return it to Sierra Pacific Resources, c/o
Broadridge Financial, 51 Mercedes Way, Edgewood,
NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTON FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SIERRA PACIFIC RESOURCES
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Vote on Proposals
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For
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Against
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Abstain
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1.
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TO APPROVE AN AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION TO CHANGE THE COMPANYS NAME TO NV ENERGY,
INC. AND TO PROVIDE THAT THE PRINCIPAL PLACE OF BUSINESS
SHALL BE AT SUCH LOCATION AS DESIGNATED FROM TIME TO TIME BY
THE BOARD OF DIRECTORS.
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2.
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WITH DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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THE BOARD OF
DIRECTORS RECOMMENDS VOTING
FOR
PROPOSAL NO. 1
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For address changes and/or comments, please
check this box and write them on the back
where indicated.
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Please sign below exactly as your name
appears on this card including the title
Executor, Trustee, etc., if the same is
indicated. When stock is held by a
corporation, this proxy should be executed by
an authorized officer thereof.
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Signature (PLEASE SIGN WITHIN BOX)
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Date
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Signature (Joint Owners)
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Date
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Your vote is important. Please vote immediately.
You may also vote the shares over the Internet or by telephone.
Your Internet or telephone vote authorizes the named proxies to vote the shares in the same
manner as if you marked, signed, dated and returned your proxy card.
If you vote the shares over the Internet or by telephone,
please do not mail your proxy card.
This Proxy is solicited on behalf of the Board of Directors.
SPECIAL MEETING OF STOCKHOLDERSNOVEMBER 19, 2008
The undersigned, revoking all prior proxies, hereby appoints Paul J. Kaleta and William D. Rogers,
or either of them, each with full power of substitution, proxies to vote all shares of Common Stock
of Sierra Pacific Resources that the undersigned may be entitled to vote at the Special Meeting of
Stockholders to be held on Wednesday, November 19, 2008, at the offices of Nevada Power Company
(doing business as NV Energy), Las Vegas, Nevada, at 10:00 a.m., Pacific time, and at any and all
adjournments thereof:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION
IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR PROPOSAL 1.
Please mark, sign, date, and return the Proxy using the enclosed envelope.
Address Changes/Comments:
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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