proceeds, net of expenses, will be remitted to such holder as provided in the next to last sentence of this paragraph. The parties have been advised that, for federal income tax purposes, the sale of a fractional share interest by a stockholder of Utah will result in gain or loss measured by the difference between the basis of the fractional share interest and the proceeds of sale. Until they have surrendered their Utah stock certificates for exchange, Utah stockholders will not be entitled to receive any dividends which may be declared to be payable to General Electric share owners of record as of any date after the effective time of the Merger. Any such dividends and any proceeds from the sale of fractional share interests will be remitted to the Utah stockholder, without interest, at the time that his stock certificates are surrendered for exchange. Dividends will not be paid by General Electric on such fractional share interests. Rule 145 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), limits the right of each "Utah Affiliate" to resell shares of GE Common Stock received in exchange for Utah Common Stock upon consummation of the Merger. The term "Utah Affiliate" as defined in the Agreement means each person who may be deemed to be a person who controls, or who is a member of a group which controls, or who is under common control with, Utah at the time the proposed Merger is submitted for vote of the stockholders of Utah. Each of the persons presently regarded as a Utah Affiliate has indicated a willingness to deliver to General Electric prior to the effective time of the Merger a letter, substantially in the form of Exhibit B to Annex I hereto, containing a representation to General Electric that he will not make any dispositions of any of the shares of GE Common Stock obtained as a result of the Merger (presently believed to aggregate approximately 4,791,499 shares of GE Common Stock) unless (i) such distribution has been registered under the Securities Act, (ii) the sale of the shares is made in conformity with the volume and other applicable limitations of Rule 144 promulgated under the Securities Act, or (iii) some other exemption from registration of the shares is available. General Electric is not under any obligation to register under the Securities Act any shares of GE Common Stock to be received by the Utah Affiliates. The Utah Affiliates have further agreed not to dispose of any of such shares of GE Common Stock (except by way of contribution to a bona fide charitable institution or to a charitable trust over which the donor has no control) until after such time as results covering at least 30 days of combined operations of General Electric and Utah have been published by General Electric. Effective Time of the Merger If the Agreement is approved by the stockholders of General Electric and Utah, it is anticipated that promptly after such approval the Agreement of Merger will be delivered to the Secretary of State of the State of Delaware for filing. The Merger will become effective at the time to be specified in the Agreement of Merger when it is filed with the Secretary of State of Delaware (the "effective time of the Merger," which is presently expected to be 4:00 P.M., Delaware time on December 20, 1976). See "Certain Terms of the AgreementAmendments, Conditions and Termination Provisions" as to the right of the parties to amend the Agreement either before or after approval by their respective stockholders and to proceed with the Merger even though certain of the conditions thereto might not have been satisfied. When it is determined that the Merger has become effective, press releases to such effect will be promptly distributed to various newspapers and wire services. Should it be necessary to abandon the Merger, press releases to such effect will be similarly disseminated. Conduct of Utah's Business After the Merger The business conducted by Utah prior to the Merger will be continued after the Merger by Utah as a wholly-owned subsidiary of General Electric, except that the common stock of Lucky Mc Uranium Corporation, a wholly-owned subsidiary of Utah, will be placed in a voting trust as described under "Business of UtahUranium." Utah's Board of Directors will promptly after the Merger is consummated consist of the present Board of Directors of Utah and Reginald H. Jones and Jack S. Parker, each of whom is an officer and director of General Electric, and Alva O. Way, an officer of General Electric, as well as James T. Curry, Utah's Financial Vice President and Treasurer. It is anticipated that immediately following the Merger the present officers of Utah will continue in their same capacities. Information concerning the officers and directors of General Electric and Utah, including their remuneration and share holdings, is respectively set forth in "Management of General Electric" and "Management of Utah." 10 Possible Change in General Electric's Board of Directors 11 If the Merger is consummated, the Board of Directors of General Electric and counsel will reexamine the composition of General Electric's Board in light of the business activities of Utah and of the enterprises with which members of the Board are associated. It is not anticipated that this reexamination will result in any significant change in Board membership. See "Management of General ElectricDirectors." CERTAIN TERMS OF THE AGREEMENT The detailed terms of the proposed Merger are contained in the Agreement, copies of which are annexed as part of this Joint Proxy Statement. All statements made in this Joint Proxy Statement with respect to the terms of the transaction are only a summary thereof and are qualified by, and made subject to, the text of the Agreement. The following is a summary of some of the terms of the Agreement not elsewhere discussed herein. Representations, Warranties and Covenants Utah has made numerous representations and warranties to General Electric with respect to, among other things, certain of its audited and unaudited financial statements, the ownership of the capital stock of its subsidiaries and affiliates, the ownership, extent and quality of its mineral reserves and oil and gas reserves, government authorizations and regulations, certain litigation in which it is involved and the absence since October 31, 1975 of any material adverse change in its financial condition or in the operations of its business or of any other event, condition or state of facts of any character which materially and adversely affects or threatens to affect the results of its operations or business or financial condition or prospects. In addition General Electric has made representations and warranties to Utah with respect to, among other things, certain of its audited financial statements, certain litigation in which it is involved and the absence since December 31, 1975 of any material adverse change in its financial condition or in the operations of its business or of any other event, condition or state of facts of any character which materially and adversely affects or threatens to affect the results of its operations or business or financial condition. Many of such representations and warranties will not be incorrect or breached unless the effect of any deviation therefrom is material on a consolidated basis to General Electric or Utah. None of the representations and warranties contained in the Agreement will survive the Merger; however, in the event that prior to the Merger General Electric or Utah discovers that a representation or warranty of the other is incorrect, the corporation to which such incorrect representation and warranty was made may elect not to consummate the Merger. General Electric and Utah have agreed, among other things, that pending the Merger (i) each will use its best efforts to give the other and the other's representatives and agents full access to all of its premises, books, records and financial and operating data, and (ii) Utah will continue to operate its business in the ordinary course, except as otherwise consented to by General Electric. Amendments, Conditions and Termination Provisions The Agreement states that it may be amended in any respect permitted by law (except as to the ratio applicable to the exchange of outstanding shares of Utah Common Stock for shares of GE Common Stock) with the approval of the respective Boards of Directors of General Electric and Utah, either before or after the approvals of the respective stockholders of General Electric and Utah are obtained. The obligations of General Electric and Utah to cause the Merger to be consummated are subject to certain conditions, including without limitation that: (a) the representations and warranties made by the other in the Agreement shall be true immediately prior to the effective time of the Merger with the same effect as though made at such time, (b) the GE Common Stock to be exchanged for the outstanding Utah Common Stock at the effective time of the Merger shall have been approved for listing upon official notice of issuance on the New York and Boston Stock Exchanges, (c) the tax ruling as described under "The MergerFederal Income Tax Consequences" shall have been confirmed, (d) the Department of Justice shall have issued, in a form reasonably satisfactory to General Electric and Utah, the letter described under "The MergerGovernment Approvals" (which letter has been obtained and confirmed to be satisfactory to both companies) and the agreements of the parties with respect to the conduct of Utah's uranium business described in the Amendment to the Agreement attached hereto as Annex II and under "Business