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EXHIBIT 99(a)
FLORIDA PROGRESS CORPORATION
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot, explaining the proposed share exchange of Florida Progress Corporation
(the "Company") with CP&L Energy, Inc., and the conversion of your shares of
Company common stock into cash or shares of common stock of CP&L Energy, Inc.,
as described in detail in the enclosed materials.
The share exchange requires the approval of a majority of outstanding
shares of the Company's common stock. Your vote counts, and you are strongly
encouraged to exercise your right to vote your shares.
You may follow the instructions on the reverse side to vote your shares
either by telephone or by the Internet. Alternatively, you may mark the boxes on
the reverse side of the proxy card below, in order to indicate how your shares
will be voted; then sign and date the card, detach it and return your vote in
the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders
on August 17, 2000. Thank you in advance for your prompt consideration of these
matters.
If you voted by telephone or Internet, please do not subsequently mail
back your proxy card unless you intend to revoke your prior vote.
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PROXY/VOTING INSTRUCTIONS PROXY/VOTING INSTRUCTIONS
FLORIDA PROGRESS CORPORATION
Proxy/Voting Instructions for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The signatory shareholder(s) hereby appoint(s) Richard Korpan and Kathleen M.
Haley, or either of them, with full power of substitution as attorneys and
proxies to vote all of the shares of COMMON STOCK of Florida Progress
Corporation held or owned by said shareholder(s) at the Annual Meeting of
Shareholders on August 17, 2000, and at any adjournments or postponements
thereof, as follows on the reverse and in their discretion upon any other
business which may properly come before the Meeting.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED IN
THE ELECTION OF DIRECTORS AND "FOR" THE APPROVAL OF PROPOSAL NUMBER 2.
If you hold shares in the Savings Plan for Employees of Florida Progress
Corporation, this proxy constitutes voting instructions for any shares so held
by the undersigned.
You SHOULD NOT return your stock certificates with this proxy. You will receive
instructions on forwarding your stock certificates at a later date if the
Agreement and Plan of Exchange referenced on the reverse side is approved.
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SEE REVERSE UNLESS VOTING ELECTRONICALLY OR BY PHONE, PLEASE SEE REVERSE
SIDE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE SIDE
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Florida Progress Corporation
P. O. Box 9398
Boston, MA 02205-9398
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VOTE BY TELEPHONE VOTE BY INTERNET
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FAST * EASY * CONVENIENT * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS/WEEK
UNTIL 9:00 A.M. E.T., AUGUST 17, 2000
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/fpc
3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card above
above your name. your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
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OR, VOTE BY MAIL
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YOUR VOTE IS IMPORTANT!
DO NOT RETURN YOUR PROXY CARD IF YOU VOTED BY TELEPHONE
OR INTERNET UNLESS YOU INTEND TO REVOKE YOUR PRIOR VOTE.
-----------------------------------DETACH HERE----------------------------------
/ X / PLEASE MARK VOTES AS IN
THIS EXAMPLE
UNLESS VOTING ELECTRONICALLY OR BY PHONE, PLEASE MARK, SIGN AND DATE THIS PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
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Signature:__________________ Date:___________
1. Election of Directors. Class I Nominees: For Against Abstain
(01) Michael P. Graney, (02) Joan D. Ruffier 2. Approval of the Amended and / / / / / /
(03) Robert T. Stuart, Jr. Restated Agreement and Plan
of Exchange, dated as of
FOR WITHHELD August 22, 1999, as amended
ALL / / / / FROM ALL and restated as of March 3, 2000,
NOMINEES NOMINEES by and among the Company, Carolina
Power & Light Company and CP&L
/ / _______________________________________ Energy, Inc., including the related
For all nominees except as noted above. Plan of Share Exchange.
3. In their discretion, upon any other
business which may properly come
before the meeting or any adjournments
or postponements thereof.
Mark here if You Plan Mark Here For Address
To Attend the Meeting / / Change and Note At Left. / /
The signer(s) hereby revoke(s) all proxies heretofore given by the
signer(s) to vote at said meeting or any adjournment thereof.
Please mark, date, sign, detach and mail in the enclosed envelope.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title. For joint account, each joint
owner should sign. If the signer is a corporation, please sign full
corporation name by duly authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature:____________________________ Date:__________________
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