Filed by Great Plains Energy Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Westar Energy, Inc.

Commission File No. 1-3523

Forward Looking Statements

Statements made in this communication that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to Great Plains Energy Incorporated’s (“Great Plains Energy”) proposed acquisition of Westar Energy, Inc. (“Westar”), shareholder and regulatory approvals, the completion of the proposed transactions, benefits of the proposed transactions, and anticipated future financial measures and operating performance and results, including estimates for growth and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and Kansas City Power & Light Company (“KCP&L”) are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: the risk that Great Plains Energy or Westar may be unable to obtain shareholder approvals for the proposed transactions or that Great Plains Energy or Westar may be unable to obtain governmental and regulatory approvals required for the proposed transactions, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close; risks relating to the potential decline in the Great Plains Energy share price resulting in an increase in the exchange ratio of Great Plains Energy shares offered to Westar shareholders in accordance with the transaction agreement and resulting in reduced value of the proposed transactions to Great Plains Energy shareholders; the risk that a condition to the closing of the proposed transactions or the committed debt or equity financing may not be satisfied; the failure to obtain, or to obtain on favorable terms, any equity, debt or equity-linked financing necessary to complete or permanently finance the proposed transactions and the costs of such financing; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions; the receipt of an unsolicited offer from another party to acquire assets or capital stock of Great Plains Energy or Westar that could interfere with the proposed transactions; the timing to consummate the proposed transactions; the costs incurred to consummate the proposed transactions; the possibility that the expected value creation from the proposed transactions will not be realized, or will not be realized within the expected time period; the credit ratings of the companies following the proposed transactions; disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the proposed transactions; future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy and KCP&L changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital, derivatives and hedges and the effects on nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual

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commitments; impact of terrorist acts, including but not limited to cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy’s ability to successfully manage transmission joint ventures or to integrate the transmission joint ventures of Westar; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; and other risks and uncertainties.

This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risks and uncertainties will be discussed in the joint proxy statement/prospectus and other materials that Great Plains Energy will file with the SEC in connection with the proposed transactions. Other risk factors are detailed from time to time in Great Plains Energy’s and KCP&L’s quarterly reports on Form 10-Q and annual report on Form 10-K filed with the Securities and Exchange Commission. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, Great Plains Energy will file a Registration Statement on Form S-4, that includes a joint proxy statement of Great Plains Energy and Westar, which also constitutes a prospectus of Great Plains Energy, as well as other materials. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (when available) and other documents that will be filed by Great Plains Energy and Westar with the SEC at http://www.sec.gov, the SEC’s website, or from Great Plains Energy’s website (http://www.greatplainsenergy.com) under the tab, “Investor Relations” and then under the heading “SEC Filings.” These documents will also be available free of charge from Westar’s website (http://www.westarenergy.com/) under the tab “Investors” and then under the heading “SEC Filings.”

Participants in Proxy Solicitation

Great Plains Energy, Westar and their respective directors and certain of their executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Great Plains Energy’s and Westar’s shareholders with respect to the proposed transaction. Information regarding the officers and directors of Great Plains Energy is included in its definitive proxy statement for its 2016 annual meeting filed with SEC on March 24, 2016. Information regarding the officers and directors of Westar is included in its definitive proxy statement for its 2016 annual meeting filed with the SEC on April 1, 2016. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the registration statement and joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction.

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TRANSCRIPT OF PROCEEDINGS 5/31/2016

 

				Page 1						Page 3
	1			In re: KCP&L Meeting			1			the corporate structure, just like Kansas City Power &
	2						2			Light and GMO. So Great Plains Energy will then have
	3			MAY 31, 2016			3			three operating companies. Operationally, though,
	4						4			we’ll work through the next year during our approvals
	5						5			to figure out how exactly we’ll structure things and do
	6						6			things. But, physically, it’ll be another
	7						7			operating company for us. The reason that’s important
	8						8			is that this is a holding company purchase of Westar,
	9						9			and as a result, we don’t need approval from the
	10						10			Missouri regulatory body.
	11						11			So we’ve been talking about this for
	12						12			20 years. There are some of you in this room who were
	13						13			around last time we talked about this. So to give you
	14						14			a brief kind of outline of what happened, it speaks a
	15						15			little to strategy, but you’ve heard and probably seen
	16						16			in the press that Mark Ruelle, the CEO of Westar, has
	17						17			said that we, as companies in our business, need to
	18						18			get bigger. We need to be more efficient. We’ve got
	19			Court Reporter:			19			low, low growth. We’ve got increasing costs. In our
	20			Lauren N. Lawrence, RPR, Missouri Notary Public			20			ability to keep costs down for our customers’ demand,
	21			Midwest Litigation Services			21			we’re going to get more efficient.
	22			1301 Oak Street, Suite B			22			We’ve all got a lot more efficient, and so
	23			Kansas City, Missouri 64106			23			the next step is likely to be getting bigger. He
	24			816-221-1160			24			called it — people tend to pick a path. You’re either
	25			1-800-280-3376			25			a buyer or a seller. And they announced that
				Page 2						Page 4
	1			*    *    *    *    *			1			they were a seller, and back — first of the year,
	2			(Meeting commenced at 2:30 p.m.)			2			they started a process to evaluate the possible sale
	3			PRESIDENT BASSHAM: Good afternoon.			3			of their company.
	4			AUDIENCE: Good afternoon.			4			At that point in time, we began the process of
	5			PRESIDENT BASSHAM: Thank you for coming			5			participating. Just like we did with Aquila, we weren’t
	6			together quickly. This is a better turnout than we			6			out looking. We weren’t out shopping, but we
	7			normally get. What’s that all about? Thank you for			7			certainly were paying attention to what was going on.
	8			being here. Well, just to get right to the point,			8			We’ve talked about it many times, that that’s what’s
	9			we’re going to cover a little territory here in a			9			important from us, is to be prepared, to be in
	10			quick presentation, but really, what I’ll do is give			10			financial shape and operational shape to be able to
	11			you the information, and then we’ll talk a little bit			11			take advantage of things when they come about. And
	12			about Q&A.			12			that’s what happened.
	13			Those of you who know me well know that I			13			So we participated. It was a long process.
	14			don’t enjoy talking a lot, and I’ve been talking a lot			14			I want to thank the team that participated. A lot of
	15			today. So I want to be sure and talk to you as well			15			due diligence, a lot of no talking. It was a process
	16			and thank you for all your hard work and where it’s			16			that had to be kept quiet. You might have even seen
	17			really positioned us to be able to have this			17			some companies rumored to be participating, and we
	18			conversation today. So, put very simply, today is			18			were not. That’s because we did it the right way, and
	19			truly a historic moment and a great milestone for our			19			you didn’t see leaks from our group. Result-wise,
	20			company moving forward. This morning at 5:00, we			20			back on Sunday, our board approved a bid — a final
	21			announced, as you know, the transaction purchasing 100			21			bid, which you’ve seen. And their board approved
	22			percent of the stock of Westar Energy to be a			22			accepting that bid for the acquisition of Westar
	23			subsidiary of Great Plains Energy.			23			leading to the announcement this morning.
	24			We will — the way the transition works is			24			Why do we think this is the right thing to
	25			that the subsidiary will be located physically within			25			do? In addition to the discussion around our industry

 

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TRANSCRIPT OF PROCEEDINGS 5/31/2016

 

				Page 5						Page 7
	1			in general and our need for efficiencies and providing			1			collectively as a group, with our interactions with them
	2			better service to our customers at better pricing,			2			over the course of the next year, for them to see
	3			this was meant to be. This was the way it ought to			3			exactly that.
	4			be. That’s why it’s been going on for 20 years.			4			One of the things I also always do when
	5			And you see a hash tag up here, but there			5			somebody says, well, but are they really going to be
	6			is no question — and I talked to the employees of			6			serious about, you know, considering us for jobs —
	7			Westar this morning. There is no question that our			7			and I always point to the COO of this company, who
	8			two companies together will be better. We will be			8			came from Aquila. There are days I regret that,
	9			better together than we were separate.			9			but [laughter] — but I still point at it. I still point at it.
	10			Just like with Aquila, our service			10			That’s important. That’s very important.
	11			territories are contiguous. We’re already partners of			11			So what does that mean for jobs? I obviously
	12			Westar. We own Wolf Creek together. We own La Cygne			12			got that from the meeting this morning. You
	13			together. We own a piece of Jeffrey together. We are			13			know, we made a couple of promises. And they are
	14			already partners. We know them well from a resource			14			important promises from a cultural perspective and
	15			perspective and an ability to make a bid and to			15			from an economic development perspective. The first
	16			participate in this process, our knowledge of them, of			16			promise we made — and it was a request — is that we
	17			their culture, of their company made this very			17			maintain their headquarters in downtown Topeka.
	18			possible. And that’s because of the great work that			18			Now, what we said was and what we plan to
	19			each of you guys do every day.			19			do is we will make that downtown headquarters the
	20			I’ll also tell you that that partnership			20			headquarters for Kansas operations. Statistically,
	21			was a factor in our ability to win the bid. In the			21			we’ll have 1.5 million customers. A million of them
	22			end, Mark made it very clear that what was important			22			will be in Kansas. So Kansas is an important part of
	23			to them was value and ability to close. So,			23			who we are going forward, so having a headquarters
	24			obviously, entering into this kind of agreement and			24			there makes sense. Their downtown headquarters is one
	25			having it fall apart in front of the regulator six			25			of only a few buildings in downtown that remains
				Page 6						Page 8
	1			months from now makes no sense. And our ability to			1			occupied. They are trying to build that downtown up.
	2			close, our ability to perform, both in the financial			2			And if you think for a minute, that is exactly why we
	3			markets and with our regulator was a key factor for			3			are in this building down here. Being part of the
	4			them deciding that we were the better partner than			4			community, part of downtown, and part of that ongoing
	5			anyone else. And that’s something, again, we should			5			rejuvenation is economic development.
	6			be very, very proud of.			6			And that’s who we are; right? I mean, when
	7			So how do we get there? We’re going to			7			we do that kind of thing, we have more business, we
	8			come together, we are going to work hard like we did			8			have more people, we have more electricity sales. So
	9			with the Aquila transaction, and we are going to			9			it’s important from a cultural perspective, but it’s
	10			become one organization. Again, we talk about being			10			also important from a business perspective. That just
	11			better together. It’s just like with Aquila. We have			11			makes good common sense.
	12			got great people in both companies. You know, as with			12			Now, the other part of it is we have to get
	13			most of these things, the greatest asset we will			13			more efficient. That’s why we’re doing this; right?
	14			acquire in this transaction will be the people of			14			We’re not just getting more territory to have more
	15			Westar. When we talk about people first, this			15			territory. We are getting more territory and more
	16			certainly applies.			16			customers so that we can be more efficient and spread
	17			And I talk about that because I want			17			across over a larger group of people.
	18			everybody to understand and agree with that. When it			18			So are we going to have fewer jobs today
	19			comes to our communications with them over the next			19			than we had yesterday? The answer is yes.
	20			year, it’s a partnership. It’s a collaboration.			20			Absolutely. That’s how this works. If we take all
	21			Think about how some of those folks might feel today.			21			their employees and all our employees and nobody goes
	22			And I talked to them this morning. They do feel that			22			home, nobody does anything different, well, what did
	23			way. They are excited that it’s us, to be candid, but			23			we just do? You know? We’ve got the same commitment
	24			they are also excited about some of the things we’re			24			to people we’ve always had.
	25			saying, which is just that. And I think it’s up to us			25			From the Union perspective what you see

 

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TRANSCRIPT OF PROCEEDINGS 5/31/2016

 

		Page 9				Page 11
1		is — just like with Aquila — most of our Union		1		talk to those guys over there, we are ahead of them
2		folks, you know, they serve our customers out in the		2		considerably. They look like we did about five or six
3		field and in the power plants. That’s not really		3		years ago. Well, that doesn’t happen overnight. The
4		going to change. So it’s a lot of support services.		4		process for — an organizational process of working
5		And what we’re going to do is use the tools we used		5		through the plants, working through our inventories,
6		with Aquila and use the tools we have available to		6		and then ultimately working with vendors to put us in
7		make sure that transition is smooth, to make sure that		7		a position to generate those kind of savings, that
8		it works well for each of our families and each of our		8		takes time. That gives us that opportunity to
9		people.		9		continue to prove on an ongoing basis and hold on to
10		In the end, we’ve got 4 to 5 percent		10		those savings until the next time we get there.
11		requirements every single year. Attrition. That’s a		11		Ultimately, in the end, just like with Aquila, we’ll
12		lot of folks. You know, that’s 150 people per		12		be reducing costs on an ongoing basis for our
13		company. That’s 300 people that leave every year just		13		customers by giving them all that, the rate cases.
14		through attrition because of retirements and other		14		At Aquila we reported, after five years,
15		choices they make. We’ve used that tool for many		15		700 million and lower costs that we generated through
16		years to manage and — not backfill — move people		16		that process. The ability to do that here is on a
17		around, manage processes, and we’ll use that again		17		much greater scale. So we’re very, very excited about
18		here. We’ve got a year of attrition. We’ll take		18		that.
19		advantage of it before we get to close. We’ll look at		19		So what’s the approval process? We’ll file
20		other opportunities, and we’ll evaluate ways to get		20		the filings in Kansas in June and July. Yes? Right?
21		more efficient as we go to make sure that that		21		June or July?
22		ultimate effect is as smooth of a transition as		22		STAFF MEMBER: Yes, sir.
23		possible.		23		PRESIDENT BASSHAM: He put August
24		One of the things to understand about		24		originally, but we moved it back a little. There’s a
25		synergies or understand about efficiencies, we’ve		25		statutory time period for approval of that in Kansas,
		Page 10				Page 12
1		got — I don’t know if any of you heard the call this		1		which is good. So that means that we will be set to
2		morning, but we get a lot of questions about that,		2		close after approval in the spring of 2017. Other
3		because when you generate a savings, you get to keep		3		approvals are necessary from other regulatory bodies
4		it and give it — use it for shareholders until you		4		and also a shareholder vote. So we have got a lot to
5		have a rate case. And then, of course, all of our		5		do. We’ve got a lot to get started on, but we have an
6		costs get trued-up, and you effectively give those		6		incredible opportunity here moving forward.
7		costs back.		7		I can’t tell you how proud I am to be
8		Well, in this case, that same thing is		8		standing here talking to you today. When I hear Mark
9		planned — is what we planned. And that is that we’ll		9		talk to his folks and talk to investors about why they
10		file rate cases as we generate efficiencies. Those		10		chose us and why we together can create a great
11		will be given back, but until they are, we keep them.		11		company going forward, it’s an incredible thing. And
12		And then the day that rate case is done, the next		12		that’s because of the people that are listening to
13		efficiency we generate we get to keep again until the		13		this and are in this room today, all the work you do.
14		next rate case. That’s kind of how we’ll go about		14		We’ve talked before about what’s the best
15		that.		15		way to be sure that we don’t get an offer and be
16		But what does that also mean from our		16		bought and that’s that we be very, very valuable, that
17		process? We’re not trying to generate every single		17		we be very efficient when people look — how do I
18		efficiency we can by day one. Not that we shouldn’t		18		create synergy? I want to know how to do that,
19		be trying to achieve all we can by day one, but — but		19		because they are so good. We’re in that position.
20		those immediately given back won’t magically do these		20		That’s why we’re strong enough today, we have a cash
21		over time. That’s how we generate long-term		21		flow today, we have the credit today to be able to do
22		shareholder value.		22		what we just did.
23		Think of supply chain. One of the best		23		It shouldn’t go without notice that we’re
24		improvements we’ve had since Aquila was the creation		24		materially the smaller company, and yet we were able
25		of our supply chain process. And, admittedly, when I		25		to do this. That’s only because of the people in this

 

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TRANSCRIPT OF PROCEEDINGS 5/31/2016

 

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1		room and only because of the people listening to this
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		MIDWEST LITIGATION SERVICES
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