Exelon and Constellation Shareholders Approve Merger

Approval of the merger proposals required the affirmative vote of a majority of the votes cast by EXC’s shareholders and a majority of CEG’s outstanding shares entitled to vote. Approximately 71 percent of the outstanding shares of common stock of EXC as of the record date were voted at the special meeting. Of the shares that were voted, approximately 97 percent were voted in favor of the merger. Approximately 78 percent of the outstanding shares of common stock of CEG as of the record date were voted at the special meeting. Of those shares that were voted, approximately 87 percent were voted in favor of the merger.

Exelon President and COO Christopher M. Crane said, “As we have said from the beginning, this merger creates great value for our customers and shareholders. We will bring together the number one competitive energy provider with one of the industry’s cleanest and lowest-cost power generation fleets. It also will bring three outstanding utility businesses in BGE, ComEd and PECO. These companies and their customers will benefit from the sharing of best practices to continually improve service to customers. Our integration teams have been working diligently to prepare for the combination of our two companies, and I’m confident that we will be able to hit the ground running once we close the transaction.”

Constellation Chairman, President and CEO Mayo A. Shattuck III said, “We are pleased that shareholders of both companies have demonstrated support for this compelling combination. Today’s votes are an important milestone as we look to begin driving innovation and value for customers and shareholders. This merger will combine Exelon’s abundant clean energy supply and Constellation’s leading customer-facing sales and marketing platform, representing a unique and exciting opportunity for the communities we serve. It also promises to deliver significant benefits to BGE customers, the City of Baltimore and the State of Maryland.”

Under the merger agreement, Constellation’s shareholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Following completion of the merger, Exelon shareholders will own approximately 78 percent of the combined company and Constellation shareholders approximately 22 percent on a fully diluted basis.

Pending receipt of all required regulatory approvals, the companies expect to close the transaction in early 2012.