Annex II, designed to place Utah's entire uranium business in a separate subsidiary until the year 2000. The directors and officers of the subsidiary will be totally independent of General Electric and Utah. To accomplish the foregoing, Utah has already transferred its uranium business to a wholly-owned subsidiary, and at the effective time of the Merger, it will deposit all of the common stock thereof in a voting trust governed by independent Voting Trustees. Utah will retain only the subsidiary's preferred stock which carries limited voting rights to approve, with the common stock, certain corporate actions and provides for mandatory cumulative quarterly dividends aggregating 85% of the net earnings derived from such business. For further information with respect to these arrangements, see "Business of UtahUranium." In February 1976, General Electric gave notice of the Merger to the Treasurer of the Commonwealth of Australia under that country's Foreign Takeovers Act 1975. This statute allows the Treasurer to make an order prohibiting a change in control over a foreign corporation carrying on an Australian business (such a change in control would indirectly result from Utah's becoming a General Electric subsidiary pursuant to the Merger) if the Treasurer is satisfied that such change would be contrary to the Australian national interest. On March 31, 1976, the Treasurer informed General Electric that the government had considered the Merger and determined that it would not be inconsistent with Australia's foreign investment policy. See also "Certain Terms of the AgreementAmendments, Conditions and Termination Provisions" regarding the Australian Trade Practices Act 1974. Federal Income Tax Consequences A ruling, dated June 29, 1976, has been received from the Internal Revenue Service to the effect that (i) the Merger constitutes a reorganization within the meaning of section 368(a)(1) of the Internal Revenue Code of 1954; (ii) no gain or loss will be recognized by General Electric, GE Subsidiary or Utah as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Utah upon the exchange of their Utah Common Stock solely for GE Common Stock (including fractional share interests to which they may be entitled); (iv) the basis of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will be the same as the basis of the Utah Common Stock surrendered in exchange therefor; and (v) the holding period of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will include the holding period of the Utah Common Stock surrendered in exchange therefor, provided that such Utah stock is held as a capital asset on the effective date of the Merger. The Internal Revenue Service has been asked to confirm that the ruling will not be affected by changes in the Agreement, described in Annex II, which were made after the ruling was received. The Merger will not be consummated if confirmation of the ruling substantially to the foregoing effect shall not have been received. See "Exchange Ratio; Distribution of GE Common Stock; Fractional Shares" below as to tax consequences on the sale of fractional share interests by the stockholders of Utah. Stockholders of Utah should consult their own tax advisors regarding any other tax consequences of the Merger. No Appraisal Rights for Dissenting Stockholders General Electric and Utah stockholders who dissent from the proposed Merger are not entitled to appraisal or dissenters' rights under the laws of the States of New York or Delaware. All shares of Utah Common Stock whether voted in favor of or against the Merger, or not voted with respect to the Merger, will be deemed exchanged upon consummation of the Merger for shares of GE Common Stock at the exchange ratio referred to under "IntroductionMerger." Comparative Stock Prices Per Share The following table sets forth certain information as to the high and low closing prices per share of GE Common Stock and Utah Common Stock for the calendar years and quarters indicated. Through January 23, 1976, such prices are as reported on the New York Stock Exchange and thereafter are as reported on the Consolidated Tape. The prices for GE Common Stock reflect the 2-for-1 stock split in 1971 and those for Utah Common Stock reflect the 2-for-l stock split effected in the form of a stock dividend in 1973. The table also shows for the same periods the pro forma high and low prices for Utah 6 Common Stock obtained by multiplying the high and low prices of GE Common Stock for the corresponding periods by 1.3. GE Common Stock Utah Common Stock Utah Pro Forma(a) High Low High Low High Low 1971........................................................ $66 1/2 $46 1/2 $38 3/4 $24% $86 1/2 $60 1/2 1972........................................................ 73 58 1/4 42 7/8 31% 94 7/8 75 3/4 1973........................................................ 75 7/8 55 57 40 98 5/8 71 1/2 1974 First quarter.................................... 65 50 3/4 51 1/8 42 84 1/2 66 Second quarter................................ 56 46 3/4 46% 33 7/8 72 3/4 60 3/4 Third quarter.................................. 49 3/4 30 45 33 1/2 64% 39 Fourth quarter................................ 40 1/2 30 1/2 45 1/2 35% 52% 39% 1975 First quarter.................................... 49 1/2 32% 60 39% 64% 42% Second quarter................................ 52% 44 1/4 74 58 3/4 68 3/4 57 1/2 Third quarter.................................. 52 3/4 41 3/8 72 1/4 43 68 5/8 53 3/4 Fourth quarter................................ 50 42 1/4 54 7/8 43 65 54% 1976 First quarter.................................... 56 3/4 46 56 3/4 47 1/2 73 3/4 59 3/4 Second quarter................................ 57 3/8 50 1/8 62 1/2 53 74% 65% Third quarter.................................. 58 5/8 52 1/2 59 7/8 54 7/8 76 1/4 68 1/4 Fourth quarter (through Oct. 15). 53% 50 1/4 63 3/4 59 1/8 69 3/8 65 3/8 (a) There can be no assurance that the pro forma prices accurately reflect the equivalent high and low closing prices of the 1.3 shares of GE Common Stock which would have been exchanged for each share of Utah Common Stock had the Merger been consummated at the beginning of the periods presented, January 1, 1971. On December 15, 1975 and December 16, 1975 (the trading days before and after the public announcement of the Merger) the reported closing prices per share of common stock on the New York Stock Exchange were $47 1/4 and $46 7/8 for General Electric and $47 and $49 1/4 for Utah ($61 3/8 and $61 calculated on a pro forma basis). On October 15, 1976 the closing prices per share of common stock reported on the Consolidated Tape were $50 1/2 for General Electric and $60% for Utah ($65% calculated on a pro forma basis). Among other things, in the interim both companies increased their quarterly dividends (see Notes (d) and (g) to the table under "Comparative Per Share Earnings, Dividends and Book Value" below) and showed earnings improvement although at somewhat different rates (see "Statement of Current and Retained Earnings of General Electric" and "Statement of Consolidated Income of Utah"); the government of Australia reduced the export duty on coking coal and announced its intention to phase out the duty within three years (see "Business of Utah" and Note 19 of Utah's notes to consolidated financial statements); Utah received certain governmental approvals in connection with the development of the Norwich Park coking coal mine in Australia (see "Business of Utah" and Note 19 of Utah's notes to consolidated financial statements); and Utah's 46% owned affiliate Marcona Corporation reached a proposed settlement of claims resulting from the expropriation in Peru of assets of a subsidiary (see Note (f) to the table under "Comparative Per Share Earnings, Dividends and Book Value" below). Comparative Per Share Earnings, Dividends and Book Value The following tabulation presents per share data of General Electric and Utah for the periods and dates indicated individually and combined on a pro forma basis to reflect the proposed Merger. Earnings and dividend per share data for General Electric are presented for the five years ended December 31, 1975, for the six months ended June 30, 1976, and for the nine months ended September 30, 1976; and book value per share is as of December 31, 1975, June 30, 1976, and September 30, 1976. Earnings and dividend per share data for Utah are presented for the five years ended October 31, 1975, for the six months ended April 30, 1976, and for the nine months ended July 31, 1976; and book value per share is as of October 31, 1975, April 30, 1976, and July 31, 1976. For purposes of the pro forma computations, the 7