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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on October 6, 2014

Registration No. 333-                  


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



HAWAIIAN ELECTRIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Hawaii
(State or other jurisdiction of
incorporation or organization)
  99-0208097
(I.R.S. Employer
Identification No.)

1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813 (808) 543-5662
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



JAMES A. AJELLO
Hawaiian Electric Industries, Inc.
1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813 (808) 543-5641

(Name. address, including zip code, and telephone number, including area code, of agent for service)



Copy to:

DAVID J. REBER, ESQ.
Goodsill Anderson Quinn & Stifel
A Limited Liability Law Partnership LLP
999 Bishop Street, Suite 1600
Honolulu, Hawaii 96813
(808) 547-5600



Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement.

             If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

             If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     ý

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.     ý

             If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.     o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check one):   Large Accelerated Filer  ý   Accelerated Filer  o   Non-Accelerated Filer  o   Smaller Reporting Company  o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price Per
Unit

  Proposed Maximum
Aggregate Offering
Price

  Amount of
Registration Fee

 

Common Stock (without par value)

  5,200,000 shares(1)(2)   $26.535(3)   $98,370,127(3)   $11,431(2)

 

(1)
The maximum number of securities registered by this registration statement is subject to adjustment in accordance with certain provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act, this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares that may become issuable by reason of stock dividends, stock splits and similar changes.

(2)
In accordance with Rule 415(a)(6) under the Securities Act, the number of shares covered by this registration statement includes 1,492,816 shares of registrant's Common Stock previously registered under Registration Statement on Form S-3 No. 333-180413 filed on March 28, 2012 (the "Prior Registration Statement"). Such previously-registered shares were unsold on October 6, 2014. Pursuant to Rule 415(a)(6) under the Securities Act, the $4,334 filing fee previously paid in connection with such unsold securities will continue to be applied to such unsold securities. The amount of the registration fee in the "Calculation of Registration Fee" table relates to the additional 3,707,184 shares of registrant's Common Stock being registered hereunder. As a result, a registration fee of $11,431 is being paid herewith. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

(3)
Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of registrant's Common Stock reported in the consolidated reporting system for the New York Stock Exchange for October 2, 2014.

   


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PROSPECTUS

LOGO

HAWAIIAN ELECTRIC INDUSTRIES, INC.

Dividend Reinvestment and Stock Purchase Plan



5,200,000 Shares of Common Stock
(Without Par Value)



           Hawaiian Electric Industries, Inc. ("HEI" or the "Company") is offering a convenient method of purchasing additional shares of the Company's common stock ("Common Stock") pursuant to the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan") with dividends paid on the Company's Common Stock, with dividends paid on the preferred stock ("Preferred Stock") of its electric utility subsidiaries, and with optional cash investments. Any person or entity, whether or not a holder of Common Stock or Preferred Stock, is eligible to join the Plan, subject to applicable laws and regulations and the requirements of the Plan. The Company's electric utility subsidiaries are Hawaiian Electric Company, Inc. and its subsidiaries Maui Electric Company, Limited and Hawaii Electric Light Company, Inc.

           Participants in the Plan may:

           Shares of Common Stock will, at the option of the Company, be newly issued shares purchased from the Company or shares purchased on the open market. Purchases on the open market will be made through an independent agent appointed by the Company. The Common Stock is listed on the New York Stock Exchange under the symbol "HE." The closing price per share of the Common Stock on October 2, 2014 on the New York Stock Exchange was $26.56.

           The purchase price of newly issued shares of Common Stock purchased under the Plan directly from the Company will be the average of the high and low sales prices for Common Stock on the composite tape for stocks listed on the New York Stock Exchange on the business day prior to the purchase. The purchase price of Common Stock purchased on the open market will be the weighted average price per share (adjusted for brokerage fees and commissions, any service charges and applicable taxes) of the aggregate number of shares purchased during the applicable investment period. Plan participants bear the cost of brokerage fees and commissions, any related service charges and applicable taxes relating to shares of Common Stock purchased or sold on the open market. In addition, the Company currently charges participants who reinvest Common Stock dividends or Preferred Stock dividends a fee of $0.50 per quarter (subject to change with prior notice) to defray in part the administrative costs of the Plan incurred by the Company. The Company also charges other fees in certain situations and reserves the right to charge fees to participants to recover up to the actual costs of the Plan. (See Questions 10, 24, 27 and 35 under "Description of the Plan".)

            Investing in HEI Common Stock involves risks. You should carefully consider the information referred to under the heading "Risk Factors" on page 1, as such information may be updated after the date hereof through reports filed by the Company with the Securities and Exchange Commission, before deciding to participate in the Plan or deciding to purchase HEI Common Stock.

           To the extent required by applicable law in certain jurisdictions, shares of Common Stock offered under the Plan to persons not presently record holders of Common Stock are offered only through a registered broker/dealer in such jurisdictions.

           This prospectus relates to 5,200,000 shares of Common Stock registered under the Plan and unissued as of the date of this prospectus, and describes the Plan as amended to date. Please read this prospectus carefully and retain it for future reference.

           HEI's principal executive offices are located at 1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813, and its telephone number is (808) 543-5662.



            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



The date of this prospectus is October 6, 2014


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TABLE OF CONTENTS

 
  Page  

RISK FACTORS

    1  

FORWARD-LOOKING STATEMENTS

    1  

THE COMPANY

    5  

WHERE YOU CAN FIND MORE INFORMATION

    6  

DESCRIPTION OF THE PLAN

    7  

Purpose of the Plan

    7  

Certain Features of the Plan

    7  

Administration of the Plan

    8  

Participation in the Plan

    9  

Fees and Charges

    10  

Purchases under the Plan

    11  

Dividend Reinvestment

    12  

Optional Cash Investments

    13  

Account Records and Reports to Participants

    14  

Registration of Shares

    14  

Safekeeping of Shares

    14  

Termination of Participation in the Plan

    15  

Withdrawal of Shares from the Plan

    15  

Sale and Other Transfer of Shares

    16  

Voting of Shares in the Plan; Tender Offers

    17  

Stock Dividends and Stock Splits

    18  

Adjustment of Number and Kind of Registered Securities

    18  

Interpretation, Modification, Suspension or Termination of the Plan

    18  

Limitation of Liability

    19  

FEDERAL INCOME TAX CONSIDERATIONS

    19  

USE OF PROCEEDS

    21  

PLAN OF DISTRIBUTION

    21  

VALIDITY OF COMMON STOCK

    22  

EXPERTS

    22  

         Neither the delivery of this prospectus nor any sales hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or that the information herein is correct as of any time subsequent to the date hereof. No person has been authorized to give any information or to make any representations, other than as contained in this prospectus and in other documents relating to the Plan delivered to eligible parties and filed with the Securities and Exchange Commission, in connection with this offer, and, if given or made, such information or representations must not be relied upon. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities to which this prospectus relates in any state to any person to whom it is unlawful to make such offer or solicitation in such state.

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RISK FACTORS

        Investing in HEI Common Stock involves risk. Please see the risk factors described under the heading "Risk Factors" in HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which are incorporated by reference in this prospectus, and in any other documents that HEI files with the Securities and Exchange Commission (the "SEC") after the date of this prospectus that are deemed to be incorporated by reference into this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus, including in subsequently filed current and periodic reports that update disclosures relating to risk factors and provide additional and updated information. The risks and uncertainties described are not the only ones facing the Company and its subsidiaries. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair its business operations, its financial results and the value of its securities.


FORWARD-LOOKING STATEMENTS

        This prospectus, which includes the documents incorporated by reference, contains statements that are not based on historical facts but are "forward-looking." Forward-looking statements, which include statements that are predictive in nature, depend upon or refer to future events or conditions, and usually include words such as "expects," "anticipates," "intends," "plans," "believes," "predicts," "estimates" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, losses or growth rates), ongoing business strategies or prospects and possible future actions, which may be provided by management, are also forward-looking statements.

        Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning HEI and its subsidiaries, the performance of the industries in which they do business and economic and market factors, among other things. These considerations include the risks and uncertainties identified in this prospectus and in the incorporated documents. Forward-looking statements are not guarantees of future performance and the actual results that HEI achieves may differ materially. In addition, forward-looking statements speak only as of the date of the document in which they are made and, except for its ongoing obligations to disclose material information under the federal securities laws, HEI assumes no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise.

        In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following risks, uncertainties and other important factors, in addition to those referenced under "Risk Factors" and elsewhere in this prospectus and the documents described under "Where You Can Find More Information," including future documents filed with the SEC and deemed to be incorporated by reference, could cause actual

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results to differ materially from historical results and from management expectations as suggested by such "forward-looking" statements:

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THE COMPANY

        Hawaiian Electric Industries, Inc. ("HEI") was incorporated in 1981 under the laws of the State of Hawaii and is a holding company whose principal subsidiaries are engaged in the electric public utility and bank businesses in the State of Hawaii. HEI's predecessor, Hawaiian Electric Company, Inc. ("Hawaiian Electric"), was incorporated in 1891 under the laws of the Kingdom of Hawaii (now the State of Hawaii). As a result of a 1983 corporate reorganization, Hawaiian Electric became an HEI subsidiary and the common shareholders of Hawaiian Electric became common shareholders of HEI.

        Hawaiian Electric is a regulated electric public utility company engaged in the production, purchase, transmission, distribution and sale of electric energy on the island of Oahu, in the State of Hawaii. Hawaiian Electric's subsidiaries, Hawaii Electric Light Company, Inc. ("Hawaii Electric Light"), acquired in 1970, and Maui Electric Company, Limited ("Maui Electric"), acquired in 1968, are also regulated electric public utilities engaged in the production, purchase, transmission, distribution and sale of electricity in the State of Hawaii, on the island of Hawaii in the case of Hawaii Electric Light, and on the islands of Maui, Lanai and Molokai in the case of Maui Electric. Hawaiian Electric and its subsidiaries serve approximately ninety-five percent (95%) of the total population of the State of Hawaii in a service area of approximately 5,815 square miles.

        HEI's other principal subsidiary is American Savings Bank, F.S.B. ("ASB"), one of the largest financial institutions in the State of Hawaii, with assets of $5.2 billion as of December 31, 2013. ASB, acquired by HEI in 1988, is a federally chartered savings bank that provides a wide range of banking and other financial services to consumers and businesses within Hawaii.

        HEI is a legal entity separate and distinct from its various subsidiaries. As a holding company with no significant operations of its own, the principal sources of its funds are dividends or other distributions from its operating subsidiaries, borrowings and sales of equity. The ability of certain of the Company's subsidiaries to pay dividends or make other distributions to the Company is subject to contractual and regulatory restrictions, including the provisions of an agreement with the Hawaii Public Utilities Commission and the capital distribution regulations of the Federal Reserve Board and Office

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of the Comptroller of the Currency, as well as restrictions and limitations set forth in debt instruments, preferred stock resolutions and guarantees.

        HEI's strategy is to focus its resources on its two core operating businesses. For additional information concerning HEI's and its subsidiaries' businesses and affairs, including their capital requirements and external financing plans, pending legal and regulatory proceedings, descriptions of certain laws and regulations to which those companies are subject, and possible restrictions on the ability of certain of HEI's subsidiaries to pay dividends or make other distributions to HEI, prospective purchasers should refer to the documents incorporated by reference that are listed below under "Where You Can Find More Information."


WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is part of a registration statement on Form S-3 filed with the SEC under the Securities Act of 1933 (the "Securities Act"). The registration statement contains or incorporates by reference additional information and exhibits not included in this prospectus and refers to documents that are filed as exhibits to other SEC filings. HEI is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, therefore, files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document that HEI files at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC's toll-free telephone number at l-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies (such as HEI) that file documents with the SEC electronically. The documents can be found by searching the EDGAR Archives at the SEC's web site. HEI's SEC filings, and other information with respect to HEI, may also be obtained on the Internet at HEI's web site at http://www.hei.com. The information on HEI's website does not constitute a part of this prospectus.

        The SEC allows HEI to "incorporate by reference" the information that it files with the SEC, which means that HEI can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. Later information that HEI files with the SEC will automatically update and supersede information in this prospectus or an earlier filed document. HEI has filed with the SEC (File No. 1-8503) and incorporates by reference the following documents:

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        We will provide to you a free copy of any of these incorporated documents if you so request by writing or telephoning HEI at the following address or telephone number: Shareholder Services Division, Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, Hawaii 96808-0730, telephone: (808) 532-5841.

        You should read and rely only on the information incorporated by reference or provided in this prospectus. HEI has not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. HEI is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information appearing in this prospectus or in the documents incorporated by reference is accurate only as of the date of this prospectus or those documents. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.


DESCRIPTION OF THE PLAN

        The following is a summary in question and answer form of the principal provisions of the Plan as amended to date. This summary does not purport to be complete nor to modify the Plan, and is qualified in its entirety by reference to the provisions of the Plan. In case of any conflict, the provisions of the Plan will govern. The Plan is an exhibit to the registration statement of which this prospectus is a part. Refer to "Where You Can Find More Information" for information regarding how to view or obtain a copy of the Plan.


Purpose of the Plan

1.     What is the purpose of the Plan?

        The purpose of the Plan is to provide holders of record of the Company's Common Stock and/or the Preferred Stock of the Company's electric utility subsidiaries, and any other individual of legal age and any entity ("Nonholder"), with a convenient method of buying Common Stock by using their cash dividends and/or by making optional cash investments.


Certain Features of the Plan

2.     What are some of the important features of the Plan?

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Administration of the Plan

3.     Who administers the Plan?

        The administrator of the Plan (the "Administrator") keeps records, sends periodic statements to participants and performs other clerical and administrative duties relating to the Plan. The Administrator may be the Shareholder Services Division of the Company or may be one or more officers or employees of the Company or of its subsidiaries appointed by designated executive officers of the Company, in which case an independent trustee (the "Trustee") shall be appointed, and shares under the Plan shall be registered in the name of the Trustee. The Shareholder Services Division of the Company currently serves as the Administrator. The Company believes that having the Shareholder Services Division of the Company serve as Administrator, as compared to having a registered broker-dealer or federally insured banking institution serve in that capacity, poses no additional material risks to participants. The Company believes this is because the Administrator's duties are limited to clerical and administrative tasks such as keeping records and sending periodic statements, because the Company has an errors and omissions policy that covers the Shareholder Services Division, and because the Company has established an escrow with a bank to hold optional cash investments pending investment pursuant to the Plan, thereby reducing the risk to participants. (See Question 18.)

4.     Whom should I contact with questions concerning the Plan and its administration?

        For all communications about the Plan, please contact:

HAWAIIAN ELECTRIC INDUSTRIES, INC.
ATTENTION: DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
P.O. BOX 730
HONOLULU, HI 96808-0730
TELEPHONE: (808) 532-5841 (Oahu)
(866) 672-5841 (Other locations)
FACSIMILE: (808) 532-5868

5.     Who holds the shares credited to participants' Plan accounts?

        Shares of Common Stock purchased under the Plan are registered in the name of the Trustee. The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust

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Company, N.A., currently serves as Trustee under the Plan. Should it become necessary or desirable to replace The Bank of New York Mellon Trust Company, N.A. as Trustee, the Company may appoint a successor Trustee.


Participation in the Plan

6.     Who is eligible to participate?

        Any person or entity, whether or not a holder of Common Stock or Preferred Stock, is eligible to join the Plan, provided that (i) such person or entity fulfills the prerequisites for participation described under Question 7 and (ii) participation would not violate securities or other laws of the state, territory or country where the participant resides that are applicable to the Company, the Plan or the participant. If a beneficial owner of Common Stock and/or Preferred Stock whose shares are registered in the name of another (e.g., a broker or bank nominee) would like such shares to participate in the Plan, the beneficial owner must first have the shares transferred into such beneficial owner's name. The Company reserves the right to restrict or terminate participation in the Plan if it believes that such participation may be contrary to the general intent of the Plan or in violation of applicable law. A participant must maintain at least one whole share in the Plan (increased to five whole shares from and after January 1, 2015) to maintain a Plan account.

7.     How do I enroll?

        Current participants will automatically be participants in the Plan as amended to date, and need do nothing to continue their participation.

        After reviewing a copy of this prospectus, eligible applicants may join the Plan by completing, signing and submitting to the Administrator a "Shareholder Authorization Form" (for holders of Common Stock or Preferred Stock) or a "Nonholder Enrollment Form" (for nonholders). Holders of Common Stock or Preferred Stock may elect in the applicable form to have dividends reinvested in whole or in part, to make an initial cash investment or to make optional cash investments only. If a participant signs a Shareholder Authorization Form (in the case of holders of Common Stock or Preferred Stock), dividends on all shares of Common Stock and Preferred Stock registered in the participant's name or held under the Plan will automatically be reinvested under the Plan, unless the participant elects on the form to receive dividends on all or a portion of such shares. If such a holder does not select an option, all dividends on Common Stock and Preferred Stock in such holder's name, and on Common Stock held under the Plan for the holder, will be reinvested in shares of Common Stock pursuant to the Plan. The execution of a Nonholder Enrollment Form (in the case of nonholders) will result in the reinvestment of all dividends on shares held under the Plan for the participant, unless the participant notifies the Administrator in writing of a different investment option. Nonholders must make an initial cash investment of not less than $250 and not more than $300,000.

        Participants may change any of the designations in the applicable form by sending a signed written request to the Administrator specifying the desired change. Any election to reinvest dividends or to change any option with respect thereto will be effective on the next record date after the Administrator receives the new form.

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8.     Where can I get Shareholder Authorization Forms and Nonholder Enrollment Forms?

        The forms may be obtained from HEI's website or from the Administrator at the address or by calling the telephone number noted under Question 4.

9.     What investment options are available to participants?

        Each participant may elect one of the following investment options:

        Full Dividend Reinvestment —Participant automatically reinvests cash dividends on all shares of Common Stock and Preferred Stock.

        Partial Dividend Reinvestment —Participant specifies the number of shares of Common Stock, and the number, class and series of shares of Preferred Stock, as to which the participant wishes to receive cash dividends, and automatically reinvests the remainder of the cash dividends.

        Optional Cash Investments Only/No Dividend Reinvestment —Participant makes optional cash investments only and receives cash dividends on all shares of Common Stock and Preferred Stock.

        All participants may also make optional cash investments of a minimum of $25 (or a minimum of $250 for the initial investment by a nonholder) and a maximum of $300,000 per calendar year (including the initial investment) towards the purchase of additional shares of Common Stock. (See Questions 18 and 19.)


Fees and Charges

10.   Are there any fees or charges to a participant in connection with purchases or sales under the Plan?

        Except as otherwise expressly provided in the Plan, participants in the Plan will bear the cost of brokerage fees and commissions, any service charges and applicable taxes related to shares purchased or sold on the open market. Under the Plan, the Company may charge participants fees to recover up to the actual administrative costs of the Plan. To defray in part the costs the Company incurs in administering the Plan, the Company currently charges each participant who reinvests Common Stock or Preferred Stock dividends an administrative fee of $0.50 per quarter. This fee currently does not apply to participants who do not reinvest dividends.

        A $20 service fee (which increases to $25 from and after January 1, 2015) will be assessed for each item that is returned for insufficient funds or other reasons due to the negligence of the shareholder as determined by the Administrator. The Administrator may place a hold on the account until the "insufficient funds" fee is received, sell shares from the account to collect the "insufficient funds" fee, or withhold the amount of the "insufficient funds" fee from future optional cash investments.

        See Questions 27 and 35 for certain other fees charged under the Plan. The Company reserves the right at any time to change the amount of the fees it charges and to charge participants (including those who do not reinvest dividends) other fees, including but not limited to administrative, setup and handling fees. Notices of such future changes or additional fees will be sent to participants at least thirty (30) days prior to their effective date.

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Purchases under the Plan

11.   What is the source of shares purchased under the Plan?

        Common Stock will be obtained through purchases of authorized but unissued shares directly from the Company or through open market purchases of issued and outstanding shares. The Company will not change the method of acquiring shares of Common Stock more than once in any three-month period. On the date of this prospectus, shares for the Plan are being purchased through open market purchases of issued and outstanding shares.

12.   How will open market purchases of Common Stock be made under the Plan?

        At such times as the Plan satisfies its requirements for shares through open market purchases of outstanding shares rather than direct issuances of authorized but unissued shares, such open market purchases of Common Stock will be made through an independent agent (the "Broker") selected by the Company. Neither the Administrator, nor the Company, nor any affiliate of the Company will directly or indirectly control or influence the prices or timing of open market purchases made by the Broker, the amount of shares to be purchased (other than specifying the aggregate dollar amount to be invested), the manner of purchase of shares or the selection by the Broker of a broker or dealer through which purchases will be made.

13.   What will be the price of shares of Common Stock purchased under the Plan?

        The price of newly-issued shares purchased directly from the Company will be the average of the high and low sales prices of the Common Stock on the composite tape for stocks listed on the New York Stock Exchange on the business day prior to the applicable Investment Date (as defined under Question 15) or the next preceding day on which the Company's Common Stock is traded if there is no trade reported on that business day. The price of Common Stock purchased on the open market will be the weighted average price per share (adjusted for brokerage fees and commissions, any service charges and applicable taxes) of the aggregate number of shares purchased on the open market during the applicable Investment Period (as defined under Question 15).

14.   How many shares of Common Stock will be purchased by the Plan for each participant?

        The number of shares to be purchased by the Plan for each participant will equal the amount of the participant's reinvested dividends and optional cash investments, less administrative fees and amounts (if any) required to be withheld for tax purposes, divided by the purchase price of the shares (adjusted for brokerage fees and commissions, any service charges and applicable taxes). Both whole shares and fractional shares (computed to four decimal places) will be credited by the Plan to the accounts of its participants.

15.   When will purchases be made under the Plan?

        Newly-issued shares will be purchased from the Company on the applicable Investment Date, as defined below, and shares acquired on the open market will be purchased during an investment period commencing on the applicable Investment Date and ending on the earlier of thirty (30) days thereafter or the date on which the required number of shares has been purchased (each, an "Investment Period"). Shares of Common Stock purchased directly from the Company will be credited to

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participants' accounts on the date purchased, and shares of Common Stock purchased on the open market will be credited to participants' accounts as of the settlement date of the purchase of the last share during the applicable Investment Period. Dividends not invested in shares of Common Stock within thirty (30) days of the dividend payment date, optional cash investments not invested in shares of Common Stock within thirty (30) days of the applicable Investment Date, and any funds not invested within an Investment Period, will be promptly returned, without interest, to the participant. Funds to be invested during any Investment Period will be invested to the extent possible before funds from any subsequent Investment Period are invested, and funds related to different Investment Periods will not be pooled for purposes of computing per share prices.

        The "Investment Dates" for optional cash investments shall be the 15th and 30th days of each month (except that the second Investment Date for February will be the last day of the month). The "Investment Dates" for Common Stock dividends and Preferred Stock dividends shall be the dividend payment date or within three (3) business days prior to the dividend payment date (with settlement in such case occurring on or after the dividend payment date). The dividend payment date for Common Stock dividends is normally expected to be on or around the 10th day of March, June, September and December each year, and for Preferred Stock is normally expected to be the 15th day of January, April, July and October each year, but the actual dates could vary. If an Investment Date is not a business day based on the foregoing, the Investment Date will be the next succeeding business day.

        If the Broker is unable to invest all cash dividends or optional cash investments in shares of Common Stock on the open market, the shares purchased by the Broker shall be allocated to participants on a pro rata basis based, first, on reinvested dividends and, second, if any shares are remaining, on optional cash investments. Any funds remaining after such allocation will be returned to participants.

        Participants may not select the precise time for purchases and a number of days may elapse before dividends and optional cash investments are invested in shares of Common Stock. Interest will not be paid on cash dividends or optional cash investments prior to or after their investment in Common Stock or if for any reason such dividends and investments are not so invested. Any interest or other earnings on dividends or optional cash investments will be the property of the Company.


Dividend Reinvestment

16.   How does the dividend reinvestment feature of the Plan work?

        Cash dividends to be reinvested will remain with the Company if reinvested on the dividend payment date in shares newly issued by the Company. To the extent shares will not be so purchased on the dividend payment date or are to be purchased by the Plan on the open market, cash dividends will be delivered to an escrow account or to the Broker pending investment concurrently with payment of cash dividends to nonparticipating shareholders. Such dividends will be credited to each participant's account under the Plan and will be automatically reinvested to purchase additional Common Stock on behalf of the participants during the applicable Investment Period in the manner described under Question 15. The amount of any required United States income tax withholding and any administrative fees will be deducted from the amount of dividends on Common Stock and/or Preferred Stock to determine the amount of dividends to reinvest.

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17.   Will participants be credited with dividends on fractional shares?

        Yes. Plan accounts will be credited on the payment dates with dividends on whole shares and fractional shares of Common Stock held in participants' accounts on the applicable record dates.


Optional Cash Investments

18.   How are optional cash investments made?

        Optional cash investments by a participant cannot be less than $25 per investment nor more than a total of $300,000 per calendar year (including for purposes of this limitation the initial investment made by a nonholder upon enrollment in the Plan). In the case of nonholders, the initial cash investment with the Nonholder Enrollment Form must be at least $250.

        Optional cash investments may be made by sending an optional cash investment coupon along with either a check or money order in U.S. Dollars payable to HEI/DRIP, addressed to Hawaiian Electric Industries, Inc., Attn: Dividend Reinvestment and Stock Purchase Plan, P.O. Box 29520, Honolulu, HI 96820-1920. The Plan may reject checks payable to a party other than HEI/DRIP, even if endorsed for payment to the Plan. Optional cash investments must not be included in remittances for payment of utility service billings.

        If a participant wishes to make one cash investment of the same amount each month, the participant may use the Plan's automatic cash investment option. This allows a participant to make one cash investment of the same amount each month by automatic deduction of that amount from the participant's designated bank account. Employees and directors of the Company and certain of its subsidiaries may also make cash investments through payroll deductions or by other means, subject to approval by the Chief Financial Officer of the Company or the Administrator.

        The forms to accompany optional cash investments, and to authorize such automatic deduction of optional cash investments, may be obtained from the Administrator at the address noted under Question 4.

        Optional cash investments will be transferred, by the end of the next business day following the day of receipt of the optional cash investment, to a segregated escrow account at a bank designated by the Company ("Escrow Agent"), to be held for the benefit of the participants pending investment in shares of Common Stock. Any interest or other earnings on such funds prior to their investment is the property of the Company. The current Escrow Agent is Central Pacific Bank. Should it become necessary or desirable to replace Central Pacific Bank as Escrow Agent, the Company may appoint a successor Escrow Agent.

        The Administrator must receive requests for refunds of optional cash investments in writing by the Cash Deadline Date (see Question 19) before the applicable Investment Date. Refunds will be processed as soon as practicable. A participant may not request a refund for an investment made through the automatic cash investment option.

19.   When must optional cash investments be received?

        Optional cash investments must be received by the Administrator by the Cash Deadline Date before the applicable Investment Date in order to be invested on or commencing on that Investment

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Date. The "Cash Deadline Dates" for optional cash investments are the 10 th  and 25 th  of each month or the prior business day if the 10 th  or 25 th  day of the month falls on a weekend or holiday. (See Question 15.)


Account Records and Reports to Participants

20.   What records are maintained of a participant's ownership of Common Stock under the Plan?

        The Administrator will maintain an individual account for each participant recording the participant's ownership interests in the Plan.

21.   What kind of reports will be sent to participants in the Plan?

        Participants will receive quarterly account statements showing amounts invested, purchase prices, shares purchased and/or other relevant information, including information for income tax reporting purposes. Monthly statements will also be sent to participants who have made optional cash investments or have had other activity (other than reinvestment of dividends) in their accounts during the month. Participants should retain all statements received from the Company for tax purposes because they are a continuing record of the original cost of all shares purchased by participants under the Plan, and this information will be necessary for participants to determine the amount of gain or loss subject to tax when participants sell all or part of their shares in the Plan.

        In addition, participants will receive, and/or be provided notification of and electronic access to, the Company's annual reports to shareholders and proxy materials for all annual and special meetings of shareholders.


Registration of Shares

22.   Will certificates be issued to participants for shares of Common Stock purchased under the Plan?

        Unless a participant withdraws shares from the Plan or terminates participation in the Plan (See Questions 24 - 31), certificates for shares of Common Stock purchased under the Plan will not be issued to participants. Instead, shares of Common Stock will be registered in the name of the Trustee or, if there is no Trustee, in the name of the Administrator, as agent for participants in the Plan.


Safekeeping of Shares

23.   Does the Plan offer a safekeeping service for shares?

        Yes. A holder of record of Common Stock who submits a Shareholder Authorization Form or Transaction Request and Authorization Form may elect to transfer such holder's shares without charge to the Administrator, or to the Trustee if there is a Trustee, for credit to the holder's Plan account and for safekeeping under the Plan. The Administrator or Trustee, as applicable, also holds for safekeeping the shares purchased through the Plan unless the shares are withdrawn by or distributed to the participant upon termination. (See Question 22.) These safekeeping arrangements protect against loss, theft and destruction of stock certificates. Shares of Preferred Stock may not be transferred to the Administrator or Trustee for safekeeping.

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Termination of Participation in the Plan

24.   When and how may a participant terminate participation in the Plan?

        A participant may terminate participation in the Plan as to all (but not less than all) Common Stock and Preferred Stock by signing and submitting a written notification to the Administrator. Any notice of termination received on or after an ex-dividend record date may not be processed until after the dividends payable on the record date have been paid and reinvested in accordance with the Plan. The "ex-dividend record date" for purposes of the Plan is three (3) business days before the dividend record date. A participant must wait at least two (2) weeks after the purchase of shares before terminating participation in the Plan.

        A participant must also maintain at least one whole share of Common Stock in the Plan (increased to five whole shares from and after January 1, 2015) to keep an active account. If a participant does not do so, the participant's participation in the Plan may be terminated, in which case the participant will receive a cash payment in the amount of the net proceeds of the sale of all shares (and fraction of a share) in the Plan based on the selling price of the shares less any withholding required under applicable tax laws less a fee (unless the fee is waived by the Company in its sole and absolute discretion) The fee is currently equal to brokerage commissions incurred in connection with the sale and a $15 service fee, but from and after January 1, 2015, the fee will be 10 cents per share.

25.   What occurs following receipt by the Administrator of a participant's signed written notice of termination of participation in the Plan?

        Within ten (10) business days after receipt of the notice of termination (or after the reinvestment of dividends if the notice is received between the ex-dividend record and payment dates), either certificates for whole shares of Common Stock will be issued to the participant or such shares shall be issued to the participant by book entry. A cash payment will be made for any fractional share. In no case will fractional shares be issued.

26.   Will a participant be allowed to re-enroll in the Plan after terminating participation?

        Termination of participation in the Plan will not necessarily preclude re-enrollment, but the Company reserves the right to reject re-enrollment where in its sole discretion it deems there have been excessive terminations and re-enrollments. If you are no longer a shareholder of record you can seek to enroll by completing and submitting a Nonholder Enrollment Form along with a $250 minimum investment.


Withdrawal of Shares from the Plan

27.   How does a participant withdraw shares from the Plan and are there fees or charges for withdrawal?

        A participant may withdraw all or a portion of whole shares of Common Stock from the Plan by signing and submitting a written request to the Administrator to that effect and specifying the whole number of shares to be withdrawn. Participants who request that shares be withdrawn in certificate form may be charged a service fee of $20 per certificate. There is no charge for shares issued by book entry. A cash payment will be made for any fractional share. In no case will fractional shares be issued.

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28.   When may a participant withdraw shares from the Plan?

        A participant must wait at least two (2) weeks after the purchase of shares before withdrawing shares from the Plan. A participant must also wait at least two (2) weeks before withdrawing shares from the Plan after updating the participant's address of record unless the request is submitted with a valid Medallion Signature Guarantee or by complying with other requirements that the Company or Administrator shall establish. Any notice of withdrawal received by the Administrator between the ex-dividend record and payment dates may not be processed until after the dividends have been paid and reinvested in accordance with the Plan.

29.   How soon after notice of withdrawal of shares is given will the participant receive the shares?

        Subject to the limitations described in the answer to Question 28, shares will be issued within ten (10) business days after receipt of the notice of withdrawal (or after the reinvestment of dividends if the notice is received between the ex-dividend record and payment dates). A cash payment will be made for any fractional share. In no case will fractional shares be issued.

30.   May shares a participant withdraws from the Plan continue to participate in the Plan?

        Yes. Shares of Common Stock withdrawn from the Plan and registered in the participant's name will continue to participate in the Plan if the participant has so instructed the Administrator pursuant to a Shareholder Authorization Form and has not terminated participation in the manner described under Question 24.

31.   May a participant who requests the withdrawal of shares under the Plan have the withdrawn shares issued in the name of another person?

        Yes. A participant may do so by submitting a properly completed and executed stock power, with a Medallion Signature Guarantee, and by complying with such other procedures as the Company or Administrator shall establish. The forms necessary to effect any such transfer may be obtained from the Administrator at the address noted under Question 4 or from the Company's website. However, any notice of name change received by the Administrator between the record and payment dates will not be effective until after the dividends have been paid and reinvested in accordance with the Plan.


Sale and Other Transfer of Shares

32.   May a participant sell, pledge, encumber, or otherwise transfer shares of Common Stock credited to such participant's account under the Plan?

        No. A participant wishing to pledge, encumber or otherwise transfer such shares must first have those shares registered in the participant's or another person's name by withdrawing the shares from the Plan. (See Question 31.)

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33.   May a participant receive cash in lieu of shares of Common Stock upon termination of participation in the Plan or withdrawal of shares from the Plan?

        Yes. The participant must submit a signed written request to the Administrator to sell such shares of Common Stock and to distribute to the participant the net cash proceeds from such sale in lieu of shares. The Company may retain a broker-dealer not affiliated with the Company to effect such sales.

34.   If a participant requests a distribution of cash in lieu of certificates for shares, when will the Common Stock be sold?

        If the shares will be sold on the open market, the sale will occur generally within the same period of time that would be required if shares rather than cash were to be distributed. (See Question 25.) Delays in selling shares are possible, however. Interest will not be paid to a participant for any such delays and the participant assumes the risk of any price fluctuations. A participant must wait at least two (2) weeks after the purchase of shares under the Plan before selling the recently purchased shares from the Plan. A participant must also wait at least two (2) weeks before selling shares in the Plan after updating the participant's address of record unless the request is submitted with a valid Medallion Signature Guarantee or by complying with other requirements that the Company or Administrator shall establish.

35.   What amount will be distributed to a participant who requests a distribution of cash in lieu of shares?

        A check representing the selling price of the shares less any withholding required under applicable tax laws and less a fee (unless such fee is waived by the Company in its sole and absolute discretion), will be sent to the participant at the end of the settlement period. The fee is currently and amount equal to brokerage commissions and a $15 service fee, but, from and after January 1, 2015, the fee will be ten cents per share to cover brokerage commissions and service fees.

36.   What happens if a participant sells or transfers all of the shares registered in the participant's name but does not sell shares held in the Plan and registered in the name of the Trustee?

        Shares remaining in the Plan will continue to participate in the Plan if the participant has so instructed the Administrator pursuant to a Shareholder Authorization Form and dividends thereon will continue to be reinvested in accordance with the participant's instructions until the shares are withdrawn from the Plan or the participant terminates participation in the Plan.


Voting of Shares in the Plan; Tender Offers

37.   How will a participant's shares of Common Stock be voted at meetings of shareholders of the Company?

        Each participant will be mailed or sent electronically (to those participants who have agreed to such electronic delivery) proxy materials for each meeting of shareholders of the Company, or will be provided with notice and access to proxy materials in accordance with the rules and regulations of the Securities and Exchange Commission, to allow participants to vote on each issue to be considered at the meeting. Participants may vote by using the Internet, telephone or by signing and returning the proxy form. Shares registered in a participant's name will be voted directly as instructed by the participant, and shares held in the Plan in the participant's name will be voted by the Administrator or

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Trustee, as the case may be, as instructed by the participant. If the participant does not provide instructions on how to vote the shares held in the Plan, the Trustee or Administrator, as the case may be, will be deemed instructed to vote the shares held by the participant in the Plan in accordance with the recommendations of the Company's Board of Directors on each issue.

38.   What arrangements will be made in the event of the commencement of a tender offer for shares of Common Stock held in the Plan?

        The Company or the Trustee will notify participants of the commencement of any tender offer for securities that includes the Company's Common Stock held in participants' accounts and will provide a means by which participants may direct the Trustee whether or not to tender the Company's Common Stock credited to their accounts. In the absence of such directions by a participant, the shares credited to such participant's account will not be tendered. A participant may, at any time prior to a tender offer withdrawal date, direct the Trustee to withdraw shares of the Company's Common Stock previously directed by the participant to be tendered.


Stock Dividends and Stock Splits

39.   What happens to a participant's account if the Company issues a stock dividend or declares a stock split?

        Any stock dividends or split shares distributed by the Company on shares of Common Stock credited to the account of a participant under the Plan will be added to the participant's account. Stock dividends or split shares distributed on any shares of Common Stock registered in the name of a participant will be distributed to the participant in the same manner as to shareholders who are not participating in the Plan.


Adjustment of Number and Kind of Registered Securities

40.   Under what circumstances may the Company adjust the number and/or kind of registered securities?

        The Company may make appropriate and proportionate adjustments to the number or kind of securities registered with the SEC if there is a decrease in the number of outstanding shares of Common Stock, an exchange of such shares or a distribution with respect to such shares, in each case as a result of any merger, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution. Any such adjustment will be subject to the requirements of federal and state securities laws and regulations.


Interpretation, Modification, Suspension or Termination of the Plan

41.   To what extent may the Plan be modified, suspended or terminated by the Company?

        The Company reserves the right to suspend, modify or terminate the Plan at any time, and the Chief Financial Officer of the Company may interpret the Plan and make additions thereto that are not inconsistent with its provisions. The Company or the Administrator shall provide all participants with prompt notice of any such suspension, modification, or termination. Upon termination of the Plan by the Company, book entry shares or certificates for whole shares credited to a participant's account under the Plan will be issued and cash payments for fractional shares will be made in the same manner as if each participant had terminated participation in the Plan.

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Limitation of Liability

42.   What limitations of liability exist under the Plan?

        Neither the Company, nor the Administrator, nor the Trustee, nor the Escrow Agent, nor the Broker, nor any of their respective officers, directors, representatives, employees or agents shall be liable for any damages resulting from any act or omission in connection with the Plan in the absence of bad faith or gross negligence, including, without limitation, any claim of liability arising out of failure to terminate a participant's account upon the participant's death, the price or timing at which shares are purchased for participants' accounts or fluctuations in the market value of shares. However, the foregoing in no way affects a participant's right to bring a cause of action based on alleged violations of federal securities laws.

         Participants should recognize that neither the Company, nor the Administrator, nor the Broker, nor the Trustee can assure them of a profit or protect them against a loss on shares purchased for their account under the Plan.


FEDERAL INCOME TAX CONSIDERATIONS

        The following is a brief summary, under the Internal Revenue Code of 1986, as amended (the "Code"), of certain applicable federal income tax aspects of participating in the Plan. This summary is based on current law and may be affected by future legislation, Internal Revenue Service ("IRS") rulings and other administrative pronouncements, income tax regulations and court decisions. This discussion does not purport to deal with all aspects of taxation that may be relevant to a particular participant in light of the participant's circumstances, or if the participant is a type of investor subject to special treatment under U.S. federal income tax law (including, without limitation, insurance companies, partnerships, tax-exempt organizations, financial institutions, broker dealers, foreign corporations and persons who are not citizens or residents of the United States). In addition, there may be foreign, state and local tax laws applicable to participation in the Plan. Since individual tax situations may vary, and since provisions of the Code and other tax laws may be modified by subsequent amendments or their application may be affected by changes in interpretation, participants should consult with their own tax advisors for advice on applicable federal, foreign, state and local tax consequences of their participation in the Plan.

        In general, a participant will be required to include dividends on Common Stock and Preferred Stock in income for federal income tax purposes whether cash is received or such dividends are applied to the purchase of shares or to payment of administrative costs of the Plan. When dividends are reinvested to acquire shares directly from the Company, a participant is treated as having received on the dividend payment date a taxable dividend in an amount equal to the fair market value of the Common Stock purchased for the participant's account under the Plan plus the amount of any fees incurred. When dividends are reinvested to acquire shares purchased in open market transactions, a participant is treated as having received a taxable dividend equal to the amount of cash dividends used to make those purchases and to pay any related fees. These dividends will be reported after the end of each calendar year to participants and to the IRS on IRS Form 1099-DIV.

        Dividends are generally taxed as ordinary income. However, "qualified" dividend income received by an individual, estate or trust, meeting the holding period requirements explained below, is taxed at capital gains rates. "Qualified" dividend income includes dividends received during the tax year from a

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domestic corporation like HEI. For years beginning after December 31, 2012, the capital gains rates for noncorporate taxpayers are currently 0%, 15% or 20%, depending on the taxpayers' income tax bracket for the year in which the dividends are received and taxable. In order to qualify for these capital gains rates, the dividend must be paid with respect to shares held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and certain other conditions must be met.

        Where stock certificates or book entry shares are issued by the Plan to a participant, or where a participant deposits certificates or book entry shares into the Plan, the participant does not realize taxable income from this mere change in evidence of ownership. A participant does recognize taxable gain or loss when the shares in participant's account are sold pursuant to the terms of the Plan (or are withdrawn from the Plan and then sold by the participant). The amount of gain or loss will be the difference between the amount that the participant receives for the shares or fraction of a share sold and the participant's tax basis for such share or fraction of a share.

        A participant's tax basis for shares of Common Stock purchased pursuant to the Plan will be equal to the amount of reinvested dividends a participant is treated as receiving, as described above, or optional cash investments used to purchase such shares. The tax basis of shares purchased in the open market to satisfy Plan requirements will be increased by the amount of any brokerage fees incurred by the Plan on the participant's behalf. A participant's holding period for shares purchased with optional cash investments or Preferred Stock dividends will begin on the day after the shares are purchased. A participant's holding period for shares purchased with Common Stock dividends will begin on the day following the date of distribution of the dividends. In the event shares are purchased on the open market, the holding period for the shares will begin no later than the day after the date such shares are credited to the participant's account.

        The Company is required to report certain tax information related to participant sales of Plan shares. This information is reported on IRS Form 1099-B and is transmitted to the participant and the IRS. In all cases, the Company must report the date of sale and the gross proceeds resulting from these sales of Plan shares. Beginning with post-2010 sales, additional information (participant's cost or other basis in the shares and whether the gain or loss with respect to such sale is long-term or short-term) will be required for the sale of certain Plan shares. In general, only Plan shares acquired after 2010 will be subject to the additional reporting requirements.

        With respect to this additional reporting requirement, the Company has adopted the "first in, first out" method ("FIFO") as its default method for determining which Plan shares have been transferred, withdrawn or sold and whether the additional reporting requirements apply. Under the FIFO method, any reduction of Plan shares will be deemed to first come from a participant's earliest-acquired Plan shares. Note that there are certain instances where it is impractical for the Company to determine the additional reporting information, and in these cases the tax law provides an exception to the reporting requirements for shares acquired after 2010. A participant must notify the Plan Administrator (currently the Shareholder Services division of the Company) prior to the transaction date for a transfer, withdrawal or sale of Plan shares if the participant wishes to use an IRS-approved method other than the FIFO method to determine which Plan shares are being sold. In all cases, participants should retain the transaction statements necessary to determine the tax basis of their Plan (and other) shares.

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        Starting in 2013, investment earnings, such as dividends and capital gains on sale of stock, are subject to a 3.8% Medicare tax in the hands of individuals having adjusted gross income in excess of $200,000 ($250,000 in the case of joint returns). This same tax applies in the case of certain trusts and estates.

        If a participant fails to furnish to the Company a properly completed IRS Form W-9 or its equivalent, then the "backup withholding" provisions of the Code will apply and require to Company to withhold the required amount from any dividends or sales proceeds. Where applicable, the amount of backup withholding is twenty-eight percent (28%) or such other amount as determined by treaty between the United States and the country in which the investor resides. Additionally, starting in 2013, dividends and sales proceeds payable to foreign shareholders became subject to special reporting rules referred to as "FATCA." If there is a failure to comply with these rules, such dividends and sales proceeds will be subject to withholding tax at a rate of 30% even if an otherwise applicable treaty provides for a lower rate. Where backup withholding applies to dividends, the amount of such tax withholding is deducted from the dividends and the balance is reinvested. Statements of account for participants will indicate amounts withheld.


USE OF PROCEEDS

        It is anticipated that the Common Stock offered hereby will be sold by the Company over a period of approximately three (3) years from the date hereof, but the Company does not know precisely the number of shares that will ultimately be sold under the Plan or the prices at which shares will be sold. The Company will receive proceeds from purchases of Common Stock under the Plan only if the purchases are made directly from the Company, rather than through a broker on the open market. Proceeds received by the Company may be used:


PLAN OF DISTRIBUTION

        The Company may from time to time inform the general public about the Plan through announcements, newspaper advertisements, circulars, notices and investor fairs. The Company may also from time to time inform those prospective participants with whom the Company has a pre-existing, continuing relationship, such as shareholders, customers and employees of the Company or its subsidiaries, about the Plan by including information with other regular written communications to them, such as billing statements, annual reports and payroll stubs.

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VALIDITY OF COMMON STOCK

        Counsel for the Company, Goodsill Anderson Quinn & Stifel A Hawaii Limited Liability Law Partnership LLP, Honolulu, Hawaii, has rendered an opinion (filed as an exhibit to the registration statement of which this prospectus is a part) to the effect that the Common Stock offered hereby, when purchased by the Plan in the manner described in this prospectus, will be duly and validly issued, fully paid and nonassessable.


EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting), incorporated into this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2013, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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LOGO

HAWAIIAN ELECTRIC
INDUSTRIES, INC.

Dividend Reinvestment
and Stock Purchase Plan

October 6, 2014


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Registration*

Securities and Exchange Commission Registration Fee

  $ 11,431  

NYSE Listing Fees

    5,000  

Printing Expenses

    13,000  

Legal Fees and Expenses

    12,000  

Accounting Fees and Expenses

    10,000  

Blue Sky Fees and Expenses

    3,000  

Annual Trustee's and Escrow Agent's Fees

    8,500  

Other

    5,069  
       

Total

  $ 68,000  
       
       

*
All amounts other than SEC Registration Fee are estimated.

Item 15.    Indemnification of Directors and Officers

        The Amended and Restated Articles of Incorporation of HEI provide that HEI will indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding to which such person is a party or is threatened to be made a party by reason of being or having been a director, officer, employee or agent of HEI, provided that such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of HEI, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. With respect to an action brought by or in the right of HEI in which such person is adjudged to be liable for negligence or misconduct in the performance of that person's duty to HEI, indemnification may be made only to the extent deemed fair and reasonable in view of all of the circumstances of the case by the court in which the action was brought or any other court having jurisdiction. The indemnification provisions in the Amended and Restated Articles of Incorporation were authorized at the time of their adoption by the applicable provisions of the Hawaii Revised Statutes, and substantially similar authorizing provisions are currently set forth in Section 414-242 of the Hawaii Revised Statutes.

        At HEI's annual meeting of stockholders held on April 18, 1989, the stockholders adopted a proposal authorizing HEI to enter into written indemnity agreements with its officers and directors. Pursuant to such authority, HEI has entered into agreements of indemnity with certain of its officers and directors. The agreements provide for mandatory indemnification of officers and directors to the fullest extent authorized or permitted by law, which could, among another things, protect officers and directors from certain liabilities under the Securities Act of 1933. Indemnification under the agreements may be provided without a prior determination that an officer or director acted in good faith or in the best interests of HEI, and without prior court approval of indemnification of an officer or director adjudicated liable in a shareholder's derivative action. The agreements provide for indemnification against expenses (including attorneys' fees), judgments, fines and settlement amounts in connection with any action by or in the right of HEI.

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        The Amended and Restated Articles of Incorporation of HEI further provide that the personal liability of directors of HEI shall be eliminated to the fullest extent permissible under Hawaii law, including under Section 414-222 of the Hawaii Revised Statutes. Section 414-222 permits a corporation to eliminate the personal liability of directors by such a provision in a corporation's articles of incorporation, except for (i) the amount of financial benefit received by a director to which the director is not entitled, (ii) the intentional infliction of harm on the corporation, (iii) liability for an unlawful dividend or distribution and (iv) an intentional violation of criminal law.

        Under a directors' and officers' liability insurance policy, directors and officers are insured against certain liabilities, including certain liabilities under the Securities Act of 1933.

Item 16.    Exhibits

        The exhibits designated by an asterisk (*) are filed herein. The exhibits not so designated are incorporated by reference to the indicated filing.

  3(a ) Amended and Restated Articles of Incorporation of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 3(i) to the Current Report on Form 8-K filed on May 6, 2009, File No. 1-8503).

 

3(b

)

Amended and Restated By-Laws of Hawaiian Electric Industries, Inc. as last amended May 9, 2011 (previously filed as HEI Exhibit 3(ii) to the Current Report on Form 8-K filed on May 11, 2011, File No. 1-8503).

 

*4(a

)

Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated.

 

*4(b

)

Amended and Restated Trust Agreement dated October 3, 2014 between Hawaiian Electric Industries, Inc. and The Bank of New York Mellon Trust Company, N.A.

 

*4(c

)

Escrow Agreement dated December 12, 2013 between Hawaiian Electric Industries, Inc. and Central Pacific Bank.

 

*5

 

Opinion of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP (including consent).

 

*23(a

)

Consent of PricewaterhouseCoopers LLP.

 

*23(b

)

Consent of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP (included in Exhibit 5).

 

*24

 

Power of Attorney.

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Item 17.    Undertakings

        The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

              (a)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless information required to be included in such post-effective amendment is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

              (b)   To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, unless the information required to be included in such post-effective amendment is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or the high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

              (c)   To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, unless the information required to be included in such post-effective amendment is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

            (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

            (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided,

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    however , that no statement made in the registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

            (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, in a primary offering of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

              (a)   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

              (b)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

              (c)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

              (d)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

            (6)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Honolulu, State of Hawaii, on the 6 th day of October, 2014.

  HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

By

 

/s/ JAMES A. AJELLO


James A. Ajello
Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

Constance H. Lau
  President, Chief Executive Officer and Director (Principal Executive Officer)   October 6, 2014

/s/ JAMES A. AJELLO

James A. Ajello

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

October 6, 2014

*

Jeffrey N. Watanabe

 

Chairman and Director

 

October 6, 2014

*

Thomas B. Fargo

 

Director

 

October 6, 2014

*

Peggy Y. Fowler

 

Director

 

October 6, 2014

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Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

A. Maurice Myers
  Director   October 6, 2014

*

Keith P. Russell

 

Director

 

October 6, 2014

*

James K. Scott

 

Director

 

October 6, 2014

*

Kelvin H. Taketa

 

Director

 

October 6, 2014

*

Barry K. Taniguchi

 

Director

 

October 6, 2014

*By

 

/s/ JAMES A. AJELLO

James A. Ajello
As Attorney-in-Fact for the above mentioned officers and directors

 

 

 

 

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EXHIBIT INDEX

        The exhibits designated by an asterisk (*) are filed herein. The exhibits not so designated are incorporated by reference to the indicated filing.

Exhibit
Number
  Description
  3(a ) Amended and Restated Articles of Incorporation of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 3(i) to the Current Report on Form 8-K filed on May 6, 2009, File No. 1-8503).
        
  3(b ) Amended and Restated By-Laws of Hawaiian Electric Industries, Inc. as last amended May 9, 2011 (previously filed as HEI Exhibit 3(ii) to the Current Report on Form 8-K filed on May 11, 2011, File No. 1-8503).
        
  *4(a ) Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated.
        
  *4(b ) Amended and Restated Trust Agreement dated October 3, 2014 between Hawaiian Electric Industries, Inc. and The Bank of New York Mellon Trust Company, N.A.
        
  *4(c ) Escrow Agreement dated December 12, 2013 between Hawaiian Electric Industries, Inc. and Central Pacific Bank.
        
  *5   Opinion of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP (including consent).
        
  *23(a ) Consent of PricewaterhouseCoopers LLP.
        
  *23(b ) Consent of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP (included in Exhibit 5).
        
  *24   Power of Attorney.



Exhibit 4(a)

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

(As amended and restated effective October 6, 2014)

 

Section 1.                                            Name and Number of Shares

 

The plan, as amended and restated effective as of the date set forth above, shall be known as the “Dividend Reinvestment and Stock Purchase Plan” (the “Plan”).  The Plan permits (i) holders of record of the Common Stock of Hawaiian Electric Industries, Inc. (the “Company”), (ii) holders of record of the preferred stock (“Preferred Stock”) of any class or series of Hawaiian Electric Company, Inc., Maui Electric Company, Limited and Hawaii Electric Light Company, Inc., each of which is a direct or indirect subsidiary of the Company, and (iii) any other individual of legal age or any entity, to purchase common stock of the Company (“Common Stock”).  The number of shares of Common Stock that may be issued pursuant to the Plan shall be fixed from time to time by the Board of Directors of the Company.

 

Section 2.                                            Administration and Costs

 

The administrator of the Plan (the “Administrator”) shall administer the Plan for participants, keep records, send statements of accounts to participants, and perform other clerical and ministerial duties relating to the Plan.  The Administrator may be the Shareholder Services division of the Company or may be one or more officers or employees of the Company or of its subsidiaries who shall be appointed from time to time by the President or the Chief Financial Officer of the Company.  If the Administrator is one or more employees of the Company, an independent trustee (the “Trustee”) shall be appointed by the President or the Chief Financial Officer of the Company, and shares under the Plan shall be registered in the name of the Trustee.

 

Except as otherwise expressly provided in the Plan, participants in the Plan will bear the cost of brokerage fees and commissions, any service charges and applicable taxes related to shares purchased or sold on the open market.  The Company may also charge each participant fees up to amounts that are reasonably related to the actual administrative costs of the Plan, the amounts, frequency and manner of payment of which shall be determined from time to time by the President or the Chief Financial Officer of the Company.  As of the effective date hereof, the Company charges participants who reinvest dividends a fee of $0.50 per quarter (subject to change with prior notice) to defray in part the administrative costs of the Plan.

 

A $20 service fee (which increases to $25 from and after January 1, 2015) will be assessed for each returned item that is returned for insufficient funds or other reasons due to the negligence of the shareholder as determined by the Administrator.  The Administrator may place a hold on the account until the “insufficient funds” fee is received, sell shares from the account to collect the “insufficient funds” fee, or withhold the amount of the “insufficient funds” fee from future optional cash investments.

 



 

Section 3.                                            Eligibility and Enrollment

 

The following persons shall be eligible to participate in the Plan (the “participants”) in accordance with the following enrollment procedures:

 

(a)                                  Each holder of record of Common Stock and/or Preferred Stock shall be eligible to participate in the Plan.  In order to participate in the Plan, owners of Common Stock and/or Preferred Stock whose shares are registered in names other than their own (e.g., broker, bank nominee) must first become holders of record by having shares of Common Stock and/or Preferred Stock, as the case may be, transferred into their own names.  In addition, an eligible shareholder must complete and sign the Company-approved authorization form (“Shareholder Authorization Form”) for Common Stock and/or Preferred Stock, as the case may be, and return it to the Administrator in the manner prescribed on the current Shareholder Authorization Form or in the current prospectus for the Plan.  A Shareholder Authorization Form must be received by the Administrator by the dividend record date in order for the dividends for which the record is taken to be reinvested under the Plan.  The execution of a Shareholder Authorization Form will result in the participation in the Plan of all Common Stock and all classes and series of Preferred Stock registered in the participant’s name unless the participant indicates on the Form the number and kind of shares on which the participant wishes to receive cash dividends.  If a participant does not select an option on the Shareholder Authorization Form, all dividends for all shares of Common Stock and Preferred Stock held in the participant’s name, and on all shares held under the Plan for the participant, will be reinvested in Common Stock of the Company.  A participant may change any of the designations set forth in a Shareholder Authorization Form by sending a signed written request to the Administrator specifying the requested change.

 

(b)                                  Any other individual of legal age or entity shall be eligible to participate in the Plan.  In order to participate in the Plan, each such individual or entity must complete and sign the Company’s enrollment form (the “Nonholder Enrollment Form”) and return it to the Administrator along with a check or money order made payable to HEI/DRIP for an initial stock purchase of not less than $250 and not more than $300,000.  The execution of a Nonholder Enrollment Form will result in the reinvestment of all dividends held under the Plan for the participant, unless the participant notifies the Administrator in writing of a different investment option.

 

(c)                                   Each participant may, pursuant to the Shareholder Authorization Form, Nonholder Enrollment Form and/or such other forms as the Administrator may from time to time prescribe, elect one of the following three investment options:  (1) under the “full dividend reinvestment” option, a participant may reinvest cash dividends on all shares of Common Stock and Preferred Stock registered in the name of a participant and on all shares of Common Stock held under the Plan for the participant to purchase additional shares of Common Stock; (2) under the “partial dividend reinvestment” option, a participant may receive cash dividends on a portion of the shares of Common Stock and/or Preferred Stock registered in such participant’s name and/or on a portion of the shares of Common Stock held under the Plan for the participant, and reinvest the remainder of cash dividends on such shares to purchase Common Stock; and (3) under the “optional cash investment only/no dividend reinvestment” option, a participant may receive cash dividends on all shares of Common Stock and/or Preferred Stock registered in the participant’s name and on shares of Common Stock held under the Plan for the participant.  If

 

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participants do not indicate an investment option on the enrollment form, their account will be automatically enrolled in the “Full Dividend Reinvestment” option.  Under any of the investment options, a participant may purchase additional shares of Common Stock under the Plan by making optional cash investments in the Plan as provided under Section 5.  A participant may change such participant’s investment option by following the procedures under Section 3(a) for changing the designations set forth in a Shareholder Authorization Form and/or such other procedures as the Administrator may from time to time prescribe.

 

(d)                                  Shareholder Authorization and Nonholder Enrollment Forms shall be made available by the Administrator.

 

(e)                                   Each participant will remain a participant in the Plan until participation is terminated pursuant to Section 12 hereof or until the Plan itself is terminated.

 

(f)                                    The Company reserves the right to restrict or terminate a participant’s participation in the Plan if it believes that such participation may be contrary to the general intent of the Plan or in violation of applicable law.

 

Section 4.                                            Cash Dividend Purchases

 

If a participant has elected full or partial dividend reinvestment on the shares of Common Stock or Preferred Stock registered in such participant’s name or on the shares of Common Stock held under the Plan for such participant, such cash dividends will be credited to each participant’s account under the Plan and will be automatically reinvested to purchase Common Stock on behalf of the participants during the applicable Investment Period as described in Section 7.  Until participation in the Plan is terminated pursuant to Section 12 hereof, Common Stock and/or Preferred Stock participating in the Plan shall include (1) all shares of each class or series of shares of Common Stock and/or Preferred Stock, as the case may be, designated by registered holders of such shares in Shareholder Authorization Forms that have been received by the Company by the record date for the payment of a cash dividend, including all such shares purchased after receipt of said form, and all shares received as a result of a stock dividend or stock split, (2) all shares of Common Stock transferred to the Administrator (or the Trustee) for safekeeping under the Plan, and (3) all shares of Common Stock purchased under the Plan for the accounts of shareholders and non-holder investors, including all shares purchased with reinvested dividends and optional cash investments, unless said shares have been withdrawn pursuant to Section 13 hereof and are registered in the name of a person who has not signed a Shareholder Authorization Form.

 

In the case of participants whose dividends on Common Stock and/or Preferred Stock are subject to United States income tax withholding, the amount of tax to be withheld will be deducted from the amount of dividends on Common Stock and/or Preferred Stock to determine the amount of dividends to reinvest.

 

The Administrator will credit dividends for all shares of Common Stock and/or Preferred Stock participating in the Plan (other than dividends paid on shares as to which the participant has elected to receive cash dividends) to the participants’ accounts on the basis of full and fractional shares held in these accounts and will automatically reinvest such dividends (less

 

3



 

any administration fees and any amounts required to be withheld by United States income tax law) in additional shares of Common Stock.

 

Section 5.                                            Optional Cash Investments

 

All participants, whether or not they have authorized the reinvestment of cash dividends on Common Stock or Preferred Stock, shall be eligible to make optional cash investments for purchases of additional shares of Common Stock under the Plan.  Optional cash investments shall be made by check or money order in U.S. Dollars payable to HEI/DRIP or may be made in a predetermined amount each month by electronic funds transfer from a bank account designated by a participant (an “automatic investment”).  Employees and directors of the Company and certain of its subsidiaries may also make optional cash investments by payroll deduction, or by such other means, in each case subject to approval by the Chief Financial Officer of the Company or the Administrator.  Optional cash investments may not be less than $25, nor may such investments exceed $300,000 in the aggregate in any calendar year.  The initial payment made by a non-holder investor upon enrollment in the Plan may not be less than $250 or greater than $300,000.  Optional cash investments must be received by the Administrator by the Cash Deadline Date in order to be invested on or commencing on that Investment Date (as defined in Section 7 below).  The “Cash Deadline Dates” for optional cash investments are the 10 th  and 25 th  day of each month or the prior business day if the 10 th  and 25 th  day of the month falls on a weekend or holiday.  The Administrator will send the participant a statement recording receipt and transmittal of the total optional cash investments received for the Investment Period.  The Plan will not be required to accept any checks payable to a party other than HEI/DRIP even if endorsed for payment to the Plan.

 

The Administrator must receive requests for refunds of optional cash investments in writing by the Cash Deadline Date before the applicable Investment Date.  Refunds will be processed as soon as practicable.  A participant may not request a refund for an investment made through the automatic investment option.

 

Section 6.                                            Method of Purchase of Shares

 

The Plan will satisfy its requirements for shares of Common Stock either through purchases from the Company of authorized but unissued shares or through open market purchases of shares.  Open market purchases under the Plan, if any, will be made through an independent agent that is a registered “broker-dealer” or “bank,” as such terms are defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (“Broker”).  Neither the Administrator nor the Company, nor any affiliate thereof, shall exercise any direct or indirect control or influence over the times when or the prices at which the Broker may purchase the Company’s Common Stock for the Plan, the amounts of shares to be purchased (other than the aggregate dollar amount acquired by the Plan), the manner in which the shares are to be purchased, or the selection by the Broker of a broker or dealer through which purchases may be executed.  The Company shall not change the method of acquiring shares of Common Stock to satisfy the Plan’s requirements, including any change from purchases from the Company of authorized but unissued shares of Common Stock to open market purchases, or vice versa, more than once in any three-month period.  The method of acquiring shares will be determined only at the direction of the Board of Directors or the Chief Financial Officer of the Company.  Any change to the

 

4



 

method of acquiring shares must be based on a written determination by the Board of Directors or the Chief Financial Officer of the Company, retained in the corporate records of the Company, that the Company’s need to raise additional capital has changed, or that there is another valid reason for such change.

 

All dividend payments (unless invested in shares of Common Stock issued by the Company on the dividend payment date) will be transmitted not later than the dividend payment date to a segregated escrow account or to the Broker and all optional cash investments will be transferred to a segregated escrow account by the end of the next business day following the day of receipt of the optional cash investment.

 

Section 7.                                            Timing of Purchases

 

Optional cash investments and dividend payments will be invested in shares of Common Stock on or after the applicable Investment Date.  The “Investment Dates” for optional cash investments shall be the 15th and 30th days of each month (except that the Investment Date for February shall be the last day of the month).  The “Investment Date” for Common Stock dividends and for Preferred Stock dividends shall be on or within three (3) business days prior to the applicable dividend payment date.  If any date for investment of dividends or optional cash investments as stated above is not a business day, the “Investment Date” shall be the next succeeding business day.

 

Interest will not be paid on optional cash investments or on reinvested dividends prior to or after their investment in Common Stock or if for any reason such payments and dividends are not invested pursuant to the Plan.

 

Shares purchased from the Company shall be purchased on the applicable Investment Date.  Shares purchased on the open market shall be purchased during the period commencing on each applicable Investment Date and ending thirty (30) days thereafter (each, an “Investment Period”); provided, however, that optional cash investments not invested within thirty (30) days of the Investment Date and dividend payments not invested within thirty (30) days of the dividend payment date shall be promptly returned, without interest, to the participants.  In addition, funds that are not invested during the applicable Investment Period will be promptly returned, without interest, to the participants.

 

Shares of Common Stock purchased directly from the Company will be credited to participants’ accounts on the date purchased.  Shares purchased on the open market during an applicable Investment Period will be credited to participants’ accounts as of the settlement date of purchase of the last share.  The Broker will be instructed prior to the commencement of each Investment Period regarding the amount of funds to be used to purchase shares of Common Stock on the open market during such Investment Period.

 

If the Broker is directed but unable to purchase sufficient shares in the open market with cash dividends and/or optional cash investments during any Investment Period, the Common Stock that is purchased on the open market will be allocated among participants’ accounts on a pro rata basis according to the amount each participant had contributed in cash dividends and, if there are any shares remaining, on a pro rata basis according to the amount each

 

5



 

participant had contributed in optional cash investments.  Any remaining funds not so invested will be returned to participants.

 

If a participant has elected full or partial dividend reinvestment on the shares of Common Stock or Preferred Stock registered in such participant’s name or on shares of Common Stock held under the Plan for such participant, the cash dividends to be reinvested for such participant will remain with the Company if reinvested on the dividend payment date in shares of Common Stock purchased from the Company or will be delivered by the Company to the escrow account or the Broker as described in Section 6 concurrently with payment of cash dividends to nonparticipating shareholders.  Optional cash investments will be made by participants directly to the Administrator.  The Administrator will deliver or cause the Company to deliver funds to the escrow account or the Broker as described in Section 6.

 

Section 8.                                            Purchase Price of Shares

 

The purchase price per share of Common Stock purchased for the accounts of participants directly from the Company will be 100% of the average of the high and low sales prices for the Common Stock on the composite tape for stocks listed on the New York Stock Exchange on the business day prior to the applicable Investment Date or such later date as such stock is purchased (or the last prior day on which the Common Stock is traded if there is no trade reported on the business day prior to the applicable Investment Date or such later date).  The purchase price per share of Common Stock purchased on the open market will be the weighted average price per share (adjusted for brokerage fees and commissions, any service charges and applicable taxes) of the aggregate number of shares acquired on the open market by the Broker during the applicable Investment Period.  Amounts to be invested in shares of Common Stock during any Investment Period will not be pooled with amounts to be invested during another Investment Period for purposes of computing per share prices.  Amounts to be invested in any Investment Period will be invested to the extent possible before any purchases are executed for any subsequent Investment Period.

 

Section 9.                                            Registration of Shares

 

Shares of Common Stock purchased under the Plan will be registered in the name of the Administrator (or the Trustee, if there is a Trustee) as agent for the participants.  Shares will not be issued to participants unless requested pursuant to Section 13 hereof.

 

For safekeeping or other purposes, holders of record of Common Stock who submit Shareholder Authorization Forms may elect to transfer their shares of Common Stock to the Administrator (or the Trustee, if there is a Trustee), without charge, to the credit of their account under the Plan, pursuant to such procedures as the Company and the Administrator shall establish.

 

Section 10.                                     Participants’ Accounts

 

The Administrator shall keep an individual account for each participant recording the participant’s interest in the Plan.  Each participant’s account will be credited with that number of shares, including fractions computed to four decimal places, equal to the total amount of cash

 

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dividends or optional cash investments to be invested, less administrative fees and amounts required to be withheld for tax purposes, divided by the applicable purchase price per share.

 

Section 11.                                     Reports to Participants

 

Participants who reinvest dividends and/or make optional cash investments will receive periodic statements of account showing amounts invested, purchase prices, shares purchased and sold and/or other relevant information, including information for income tax reporting purposes.  In addition, each participant shall receive, and/or be provided notification of and electronic access to, the Company’s annual reports to shareholders and proxy materials.

 

Section 12.                                     Termination of Participation

 

A participant must wait at least two (2) weeks after the purchase of shares before terminating participation in the Plan.  A participant may terminate participation in the Plan as to all (but not less than all) Common Stock and Preferred Stock participating in the Plan at any time with a signed written notification to the Administrator.  Any notice of termination received on or after an ex-dividend record date may not be processed until dividends have been paid, credited to the participant’s Plan account and reinvested in additional shares of Common Stock in accordance with the Plan.  Within ten (10) business days after the later to occur of (a) receipt of notice of termination from a participant, (b) purchase of shares on behalf of the participant pursuant to the Plan and (c) reinvestment of dividends if the participant’s notice of termination is received after an ex-dividend record date, whole shares of Common Stock credited to the participant’s Plan account will be issued (either in certificated form or by book-entry) and a cash payment will be made for any fraction of a share.  In no case will a fractional share be issued.

 

A participant must maintain at least one (1) whole share of Common Stock in the Plan (increased to five whole shares from and after January 1, 2015) to keep an active account.  If a participant does not do so, the participant’s participation in the Plan may be terminated, in which case the participant will receive a cash payment in the amount of the net proceeds of the sale of all shares (and fraction of a share) in the Plan (determined in the manner provided in Section 14 hereof for shares sold by the Administrator.)

 

Termination of participation in the Plan will not necessarily preclude re-enrollment, but the Company reserves the right to reject re-enrollment where in its sole discretion it deems there have been excessive terminations and re-enrollments.  If you are no longer a shareholder of record you can seek to enroll by completing a Nonholder Enrollment form along with a $250.00 minimum investment.

 

The term “ex-dividend record date” for purposes of the Plan is three (3) business days prior to the dividend record date.

 

Section 13.                                     Withdrawal of Shares

 

A participant must wait at least two (2) weeks after the purchase of shares before withdrawing shares from the Plan.  A participant must also wait at least two (2) weeks before withdrawing shares from the Plan after updating the participant’s address of record unless the

 

7



 

request is submitted with a valid Medallion Signature Guarantee or by complying with other requirements that the Company or Administrator shall establish.  Subject to these limitations, a participant may withdraw all or a portion of shares of Common Stock from the participant’s account by notifying the Administrator with a signed written request to that effect and specifying the whole number of shares to be withdrawn.  Withdrawal of shares must be in full shares only.  Fractional shares will be liquidated upon termination of participation as described under Section 12.  Any notice of withdrawal received on or after an ex-dividend record date may not be processed until dividends have been paid, credited to the participant’s Plan account and reinvested in additional shares of Common Stock in accordance with the Plan.  Within ten (10) business days after the later to occur of (a) receipt of notice of withdrawal from a participant, (b) purchase of shares on behalf of the participant pursuant to the Plan, and (c) reinvestment of dividends if the participant’s notice of withdrawal is received on or after an ex-dividend record date, certificates for whole shares of Common Stock so withdrawn will be issued or appropriate book entry recording ownership of such withdrawn shares will be made.  A cash payment will be made for any fraction of a share.  In no case will certificates or book entries for fractional shares be issued.  A service fee of $20 per certificate may be charged to the shareholder.  There is no charge for shares issued by book entry.

 

Shares withdrawn from the Plan and registered in the participant’s name will continue to participate in the Plan if the participant has so instructed the Administrator pursuant to a Shareholder Authorization Form and has not terminated participation pursuant to Section 12 hereof.

 

Accounts are maintained in the names used by participants at the time they entered the Plan.  However, a participant who wishes to withdraw shares and have the shares issued in the name of another person may do so by submitting a properly completed and executed stock power, with a Medallion Signature Guarantee, and complying with such other procedures as the Company or Administrator shall establish.

 

Section 14.                                     Sale and Transfer of Shares

 

Unless the participant satisfies the requirements specified in Section 13 for the issuance of share certificates or book entry shares in the name of another person, shares of Common Stock credited to a participant’s account under the Plan or otherwise registered in the Administrator’s (or Trustee’s) name may not be pledged, encumbered, sold or otherwise transferred by a participant.  Absent satisfaction of said requirements, a participant wishing to sell, pledge, encumber or otherwise dispose of shares must have those shares registered in his name by terminating participation in the Plan pursuant to Section 12 or withdrawing the shares pursuant to Section 13.

 

A participant who wishes to receive cash in lieu of shares of Common Stock upon termination of participation or withdrawal of shares may request that the Administrator sell such shares and deliver the net proceeds to the participant.  Sale requests will be processed within ten (10) business days of receipt unless the request is a termination, in which case it will be processed pursuant to Section 12.  A participant must wait at least two (2) weeks after the purchase of shares in the Plan before selling the recently purchased shares.  A participant must also wait at least two (2) weeks before selling shares from the Plan after updating the

 

8



 

participant’s address of record unless the request is submitted with a valid Medallion Signature Guarantee or by complying with other requirements that the Company or Administrator shall establish.  The amount payable to the participant from the sale will be equal to the proceeds of the sale less any withholding required under applicable tax laws and less a fee.  The fee is currently equal to brokerage commissions and a $15 service fee incurred in connection with the sale but, from and after January 1, 2015, the fee shall be a fixed fee of 10 cents per share to cover brokerage commissions and service fees.  In the event of a delay in the sale of shares, interest will not be paid to the participant and the participant assumes the risk of any price fluctuations.  When the Administrator is required to report information concerning the sale of a participant’s shares in the Plan for tax or other purposes, the Administrator will use the first in, first out (“FIFO”) method for determining which shares have been sold unless the participant has notified the Administrator prior to the sale of the shares if the participant wishes to use an IRS-approved method other than FIFO to determine the shares being sold.

 

Section 15.                                     Voting of Shares

 

Each participant will be mailed or sent electronically (for those participants who have agreed to such electronic delivery) proxy materials for each meeting of shareholders of the Company, or will be provided with notice and access to proxy materials in accordance with the rules and regulations of the Securities and Exchange Commission, to allow participants to vote on each issue at the meeting.  Participants may vote by using the Internet, telephone or by signing and returning the proxy form.  Shares registered in the participant’s name will be voted directly as instructed, and shares held in the Plan in the participant’s name will be voted by the Administrator or Trustee, as the case may be, as instructed by the participant.  If the participant does not provide instructions on how to vote the shares held in the Plan, the Administrator or the Trustee, as the case may be, shall be deemed instructed to vote the shares of Common Stock it holds in the Plan in accordance with the recommendations of the Company’s Board of Directors on each issue.

 

Section 16.                                     Limitation of Liability

 

Neither the Company nor the Administrator nor the Trustee nor the Escrow Agent nor the Broker nor any of their respective officers, directors, representatives, employees or agents shall be liable for any damages resulting from any act or omission in connection with the Plan in the absence of bad faith or gross negligence including, without limitation, any claim of liability arising out of failure to terminate a participant’s account upon the participant’s death, the price or timing at which shares are purchased for participants’ accounts or fluctuations in the market value of shares.  However, the foregoing in no way affects a participant’s right to bring a cause of action based on alleged violations of federal securities laws.

 

Section 17.                                     Common Stock Adjustment Provisions

 

If the outstanding shares of Common Stock of the Company are decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, recapitalization, reclassification, stock dividend, stock split, reverse

 

9



 

stock split or other distribution with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may, subject to the requirements of federal and state securities laws and regulations, be made by the Company to the maximum number and kind of shares of Common Stock or other securities issuable under the Plan that are subject to an effective registration statement filed with the Securities Exchange Commission pursuant to the Securities Act of 1933, as amended.

 

Section 18.                                     Other Matters

 

The Board of Directors or Chief Financial Officer of the Company shall determine the effective date of the Plan as most recently amended hereby.

 

The Company intends to continue the Plan indefinitely, but reserves the right to suspend or terminate the Plan at any time.  The Company also reserves the right to make any additions or modifications to the Plan.  The Chief Financial Officer of the Company may interpret the Plan and may make additions thereto that are not inconsistent with the above provisions of the Plan.

 

In the event any stock dividends or split shares are distributed by the Company on shares of Common Stock credited to the account of a participant under the Plan, such shares will be added to the participant’s account.  Stock dividends or split shares distributed on any shares of Common Stock registered in the name of a participant will be distributed to the participant in the same manner as to shareholders who are not participating in the Plan.

 

In the event that the number of shares of Common Stock to be purchased by the participants in the Plan exceeds the balance of the shares authorized by the Board of Directors to be sold pursuant to the Plan, then the Plan shall be automatically suspended with respect to future purchases until such time as the Board of Directors has authorized additional shares of Common Stock to be sold pursuant to the Plan.  In the event of any such automatic suspension of the Plan, then (1) on the date of such automatic suspension of the Plan, the number of shares of Common Stock to be sold shall be prorated among the participants purchasing shares on such date and (2) the Chief Financial Officer of the Company shall determine the date the suspension is to be lifted after the Board of Directors has authorized the sale of additional shares of Common Stock pursuant to the Plan.

 

The Company will notify each participant of the commencement of any tender offer for securities that includes the Company’s Common Stock held in participants’ accounts.  The Company will use its best efforts to distribute to participants in a timely manner the same information that is distributed to all of the Company’s shareholders in connection with the tender offer.  After consulting with the Trustee, the Company will provide a means by which participants may direct the Trustee whether or not to tender the Company’s Common Stock credited to their accounts.  The Trustee will not tender shares held in any participant’s account for which it receives no direction from the participant.  A participant may, at any time prior to a tender offer withdrawal date, direct the Trustee to withdraw shares of the Company’s Common Stock previously directed by the participant to be tendered.

 

10



 

The Company or the Administrator shall provide participants with prompt notice of any modification, suspension or termination of the Plan.

 

Certificates or book entry whole shares issued to a participant upon termination of participation in the Plan pursuant to Section 12, or upon withdrawal of shares pursuant to Section 13, or upon termination of the Plan by the Company, shall be registered in the names used by participants at the time they enrolled in the Plan, except as otherwise provided pursuant to Section 13.

 

The Hawaiian Electric Industries Retirement Savings Plan and any other plans of the Company or its direct or indirect subsidiaries may participate in the Plan on such terms and in such manner as may be determined by the Chief Financial Officer of the Company.

 

11




Exhibit 4(b)

 

[HEI Letterhead]

 

October 3, 2014

 

The Bank of New York Mellon Trust Company, N.A. (the “Trustee”)

Corporate Trust

400 S. Hope Street, Suite 400

Los Angeles CA  90071

 

Attention:  Ms. Johanna K. Tokunaga

 

Re:                              HEI Dividend Reinvestment Plan, Amended and Restated Trust Agreement

 

Ladies and Gentlemen:

 

This letter will confirm the terms and conditions of a trust agreement pursuant to which you have agreed to continue to act as Trustee for the Hawaiian Electric Industries, Inc. (“HEI”) Dividend Reinvestment and Stock Purchase Plan (“the Plan”).  You have previously acted in that capacity, first as successor to Bank of Hawaii (a successor by merger to Hawaiian Trust Company, Limited) under the operative terms of the trust agreement embodied in that certain letter from HEI to Hawaiian Trust Company dated October 6, 1989 and more recently under the terms of that certain letter from HEI to The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.) dated March 20, 2007.  This letter agreement maintains the substance of the trust agreement currently in effect but amends in certain respects, updates and restates the trust agreement.

 

Attached to this letter is a copy of the Plan, and accompanying this letter is a copy of the most recent draft of a Registration Statement on Form S-3 relating to the Plan (the “Registration Statement”), as the Plan will have most recently been amended upon the filing of the Registration Statement.  This Registration Statement is expected to be filed and become effective this month, and we will provide you with copies of the final Registration Statement when it is filed.  We also agree to provide you from time to time with copies of any subsequent amendments to the Plan or the Registration Statement and of any subsequent registration statements that may be filed to register additional shares under the Plan.

 

As Trustee, you agree that all HEI shares issued under the Plan and not registered in the names of the beneficial owners thereof may be registered in your name, solely as Trustee under the Plan, and not in your individual capacity.  The shares to be registered in your name as Trustee include shares issued under prior versions of the Plan and previous Registration Statements.

 



 

Shares registered in the Trustee’s name under the Plan will be uncertificated and evidenced by entries on the stock transfer books of HEI.  However, should it be determined to issue to the Trustee one or more certificates to evidence shares under the Plan, you agree to safeguard such certificates, and you further agree to surrender any such certificates to HEI from time to time with appropriate stock transfer powers, to permit transfers of shares pursuant to the provisions of the Plan.

 

After the amended Plan becomes effective, as HEI will notify you in writing, you agree to vote the shares registered in your name in accordance with the directions of the beneficial owners of said shares.  You understand that such directions for shares may be given or be deemed to be given in any of three ways, which we hereby represent, warrant and certify are in accordance with the provisions of the Plan:  (a) for a participant who has other shares registered in his or her own name, said participant’s shares registered in your name under the Plan will be voted in the same way that such a participant votes the shares registered in his or her own name; (b) for a participant who has no shares registered in his or her own name, said participant’s shares shall be voted in accordance with the instructions of the participant: and (c) to the extent the beneficial owners fail to direct in one of these ways the voting of the shares allocated to their accounts, you will be deemed instructed to vote the shares registered in the names of such beneficial owners in accordance with the recommendations of HEI’s Board of Directors, as stipulated in the proxy statement for the meeting, on each issue submitted to a vote of shareholders.

 

It shall be the duty of the Administrator under the Plan, which will be HEI’s Shareholder Services Division, to keep accurate books and records of each participant’s account under the Plan.  It will be HEI’s responsibility to furnish each participant with proxy statements, proxy cards or notice and access to proxy materials and any other materials required or permitted by law to be provided to beneficial owners of HEI Common Stock, and to keep accurate records of all proxies given by participants.  Prior to the shareholder meeting, HEI or the Administrator shall certify to you the number of shares in the Plan as of the record date.  As soon as practicable, HEI or the Administrator shall certify to you the instructions given by beneficial owners in the manner provided for in the prior paragraph, including the number of shares with respect to which directions are deemed to have been given.  You may rely on such certifications for voting the shares registered in your name as Trustee under the Plan.  You shall also rely upon any other certificates, notices, opinions, reports, requests, consents, instruments, orders, approvals, or other papers, documents or directions purporting to have been signed on behalf of HEI or the Administrator which you believe to be genuine and authorized.

 

HEI will notify each participant of the commencement of any tender offer for securities which include the HEI Common Stock held in participant’s accounts.  HEI will use its best efforts to distribute to participants in a timely manner the same information that is distributed to all HEI shareholders in connection with the tender offer.  After consulting with

 

2



 

you, HEI will provide a means by which participants may direct you whether or not to tender the HEI Common Stock credited to their accounts.  You agree that you will not tender shares held in any participant’s account for which you have received no direction from the participant.  You agree to follow a participant’s instruction, at any time prior to a tender offer withdrawal date, to withdraw shares of HEI’s Common Stock previously directed by participant to be tendered.

 

For performance of your services under the agreement, you shall be entitled to receive such reasonable compensation for your services and reimbursement for your expenses (including, without limitation, reasonable legal fees and expenses) incurred hereunder as Trustee as we may agree upon from time to time in writing.

 

The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this letter.  The Trustee shall not have any duties or responsibilities except those expressly set forth in this letter and no implied covenants or obligations shall be read into this letter against the Trustee.  None of the provisions of this letter shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder.

 

Whenever in the administration of the provisions of this letter the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate signed by one of the officers of HEI, and delivered to the Trustee and such certificate, in the absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this letter upon the faith thereof. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

 

The Trustee may consult with counsel selected with due care and the advice or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.  The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed; provided, however, that this disclaimer of responsibility shall be for the benefit of the Trustee only and shall not abrogate any claims that HEI may have against any such agent, attorney, custodian or nominee.

 

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Neither the Trustee nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this letter or in connection herewith except to the extent caused by the Trustee’s gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review.  Anything in this letter to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.  The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure.  The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care.  Force majeure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee shall be the successor of the Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

 

HEI shall indemnify, defend and hold harmless the Trustee and its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee directly or indirectly relating to, or arising from, claims against the Trustee by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Trustee’s negligence or willful misconduct.  The foregoing indemnity shall survive the termination of this letter or the earlier resignation or removal of the Trustee.

 

The Trustee agrees to accept and act upon instructions or directions pursuant to this agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that:  (a) subsequent to such transmission of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions in a timely manner, (b) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party

 

4



 

signing such instructions and/or directions, and (c) the Trustee shall have received an incumbency certificate listing such designated persons and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.  If HEI elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  HEI agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

 

You may resign as Trustee under this agreement, or HEI may remove you as Trustee or otherwise terminate this agreement, upon sixty (60) days’ prior written notice, or at such earlier time as we shall mutually agree.

 

This letter shall be governed by the laws of the State of Hawaii, but the Trustee’s duties, obligations, rights, protections, immunities and indemnities hereunder shall be governed by the laws of the state of California.  Each party hereto hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this letter, or any claim, counterclaim or other action arising in connection herewith.  This waiver of right to trial by jury is given knowingly and voluntarily by each party, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue.

 

This letter may be amended or modified solely by a writing signed by both parties hereto.

 

If the foregoing accurately sets forth our agreement with respect to this Trust, please so indicate by having one of your duly authorized officers sign in the space provided below and return the enclosed additional copies of this letter to the undersigned.  This amended and restated trust agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, and this agreement shall be effective when (i) one or more counterparts have been signed by each of the parties and delivered to the other parties and (ii) the Registration Statement has been filed.

 

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This amended and restated trust agreement shall become effective upon the filing and effectiveness of the Registration Statement.  Upon the effective date hereof, this letter will supersede the previous letter of agreement dated March 20, 2007, but without affecting the validity of any actions taken pursuant to that letter, and this letter shall hereafter govern all matters heretofore arising under the prior letter as well as matters that shall arise in the future.

 

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

 

 

 

 

 

 

By

\s\ CHESTER A. RICHARDSON

 

 

Chester A. Richardson

 

 

Executive Vice President, General Counsel, Secretary and Chief Administrative Officer

 

Acceptance

 

We accept the foregoing Trust and agree to the terms and conditions therefore set forth above.

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., solely as Trustee and not in its individual capacity

 

 

 

 

 

 

By

\s\ JOHANNA K. TOKUNAGA

 

 

Johanna K. Tokunaga

 

 

Vice President

 

6




Exhibit 4(c)

 

ESCROW AGREEMENT

 

THIS ESCROW AGREEMENT (this “Agreement”), dated as of December 12, 2013 is made by and among Hawaiian Electric Industries, Inc. , a Hawaii corporation (the “Company”), the Shareholder Services Division of the Company in its capacity as “Administrator” under the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as in effect from time to time (the “Plan”), and Central Pacific Bank , a corporation having trust powers, in its capacity as escrow agent (the “Escrow Agent”). As used in this Agreement, the term “Administrator” shall mean the Shareholder Services Division of the Company or any other person or entity designated by the Company from time to time.

 

WHEREAS, the Company wishes to engage the Escrow Agent for the purpose of receiving certain funds designated for the purchase of common stock of the Company pursuant to the Plan, and for the purpose of depositing and holding such funds in an escrow account until it receives written instructions from the Administrator to release and distribute the funds in accordance with the written instructions;

 

WHEREAS, the Escrow Agent has agreed to act as escrow agent and to receive, hold and distribute the funds in accordance with and subject to the terms and conditions of this Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Creation of Escrow Account; Compensation . The Company and the Administrator hereby create with the Escrow Agent an interest bearing escrow account (the “Escrow Account”), to which certain dividends declared and paid by the Company, initial cash investments and optional cash investments will be promptly forwarded, deposited and held, pending investment in common stock of the Company pursuant to the Plan (or will be returned to investors in the manner instructed by the Administrator if common stock is not purchased within prescribed periods). The proceeds held in the Escrow Account are for the benefit of participants in the Plan in accordance with this Agreement. Any interest or other earnings on principal amounts shall belong to the Company . The Company shall pay to the Escrow Agent reasonable compensation for all services rendered by Escrow Agent, and reasonable expenses incurred by Escrow Agent pursuant to this Agreement, as agreed to by the Company and the Escrow Agent from time to time. Initially, the Company shall pay monthly to the Escrow Agent a fee of $250.00 with the understanding that disbursements for the investment in common stock of the Company shall be generally limited to the average of two per month. The monthly escrow fee is fixed for two years.  Any changes to the monthly escrow fee after such time are subject to mutual agreement by the parties.

 

2. General Duties and Powers of Escrow Agent . The Escrow Agent shall keep accurate and detailed records of the receipts, disbursements and other transactions affecting the Escrow Account, provide monthly account statements for such account summarizing the transactions, shall maintain such account statement records for a period of not less than two (2) years, and shall furnish the Company with such further information as may be reasonably requested by the Company (or Administrator) from time to time. Upon receiving written instructions from the Administrator, the Escrow Agent shall make disbursements from the Escrow Account at such

 



 

times, to such persons (including the Company, the broker-dealer appointed by the Company and Plan participants), and in such amounts, as the Administrator shall direct. The Escrow Agent shall not be liable for any loss sustained by reason of any act or omission of the Escrow Agent pursuant to this Agreement in the absence of gross negligence, willful misconduct or material breach of this Agreement on the part of the Escrow Agent. The Company agrees to indemnify and hold harmless the Escrow Agent against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with this Agreement or any act or omission pursuant hereto, except to the extent caused by the gross negligence, willful misconduct, or material breach of this Agreement on the part of the Escrow Agent. The Escrow Agent shall have and shall discharge only the duties specifically set forth in this Agreement, shall not have any implied duties, and shall not be deemed to be a trustee or fiduciary. The obligations of the Company under this paragraph shall survive the termination of this Agreement.

 

3. Resignation and Removal; Successor . The Escrow Agent may resign its duties by delivering its written resignation to the Administrator. Such resignation shall be effective upon the earlier of the following dates: (a) the appointment of a successor escrow agent, as provided below; or (b) ninety (90) days after delivery of the written resignation to the Administrator. The Escrow Agent may be removed by the Administrator at any time, with or without cause, upon not less than thirty (30) days written notice to the Escrow Agent. The appointment of a successor escrow agent shall be accomplished by and shall take effect upon the delivery to the resigning or removed Escrow Agent, as the case may be, of (i) a written instrument appointing the successor escrow agent, executed by the Administrator and consented to by the Company, and (ii) an acceptance in writing, executed by the appointed successor escrow agent. Upon the appointment of the successor escrow agent, the resigning or removed Escrow Agent shall transfer and deliver all funds in the Escrow Account and any Escrow Account information reasonably requested to the successor escrow agent; provided, however, that if upon the effective date of the Escrow Agent’s resignation a successor escrow agent has not been appointed, the Escrow Agent may transfer and deliver all funds in the Escrow Account and any Escrow Account information reasonably requested to the Administrator.

 

4. Termination . This Agreement may be terminated by the Administrator and the Company at any time by written notice given to the Escrow Agent by the Administrator and the Company with instructions as to the disposition of any funds or other property then remaining in the Escrow Account.

 

5. Notices . Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered or if sent by registered mail or certified mail, postage prepaid, or by facsimile, if to the Escrow Agent, to Central Pacific Bank, 1030 Makolu Street, Pearl City, Hawaii 96782, Facsimile: (808) 544-5674, Attention: Leeward Commercial Banking or, if to the Company or the Administrator, to Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, Hawaii 96808-0730, Facsimile: (808) 532-5868, Attention: Shareholder Services. Any such notice shall be deemed to have been given as of the date personally delivered or transmitted by facsimile, or five (5) business days after the date mailed. Any party hereto may change its address for purposes of this Section by written notice given in the manner provided above.

 



 

6. Confidentiality and Information Security .

 

(a)                                  Escrow Agent agrees to keep, maintain, secure from others and not to disclose or cause or permit to be disclosed, including but not limited to disclosure to other departments of Escrow Agent or to other companies for solicitation or other commercial purposes, any information in any form concerning the identity of participants, their ownership interests in the Company or the Plan or any financial, account or other personally identifiable information concerning participants (any and all such information is herein referred to as “Participant Information”) that may come into the possession of Escrow Agent by reason of this Agreement. Participant Information shall be accessed and used only in connection with Escrow Agent’s performance of its duties set forth in this Agreement and for no other purpose.  Escrow Agent shall not share, disclose, provide or permit access to Participant Information to, or allow Participant Information to be shared, disclosed, provided or accessed by, any of its agents, representatives, affiliates, sub-contractors, employees, shareholders, officers or directors (all of the foregoing collectively referred to as “Representatives”), except for those Representatives who are assisting Escrow Agent in performing its duties set forth in this Agreement and to such Representatives solely on an as needed basis.  Escrow Agent shall require its Representatives to comply with the restrictions of this Agreement with respect to Participant Information and shall require any third-party Representative to execute a confidentiality agreement containing restrictions no less stringent than those contained in this Section 6 prior to any Participant Information being shared, disclosed, or provided to any third party Representative or any third party Representative being permitted to access Participant Information.  Escrow Agent agrees that it will be responsible for any breach of this Section 6 by its Representatives.  Upon the termination of this Agreement or appointment of a successor escrow agent, the Escrow Agent agrees to transfer and deliver all Participant Information to the Administrator or successor escrow agent in accordance with the Administrator’s instructions and to destroy any reproductions or copies made thereof, regardless of the medium in which such copies or reproductions are maintained, provided, however, that Escrow Agent may retain certain copies of documents to satisfy regulatory requirements upon which the confidentiality obligations of this Agreement shall continue to apply.  Escrow Agent may disclose Participant Information as may be required by law or court order, provided however that Escrow Agent shall provide Company and Administrator reasonable notice of such disclosure and the opportunity to review the disclosure before it is made and to seek any appropriate protective order and/or take any other action.

 

(b)                                  Escrow Agent agrees that it has (or shall implement prior to Company or Administrator sharing, disclosing or providing Participant Information to Escrow Agent or permitting Escrow Agent to access Participant Information) and shall maintain throughout the term of this Agreement appropriate measures consistent with industry standards designed to ensure the security and confidentiality of Participant Information, to protect against any anticipated threats or hazards to the security or integrity of Participant Information, and to protect against unauthorized access to or use of Participant Information that could result in substantial harm or inconvenience to Participants, the Company or the Administrator.  Company and Administrator shall annually receive written confirmation acceptable to Company that Escrow Agent has satisfied its obligations under this Section 6(b).

 

(c)                                   Escrow Agent agrees to notify the Administrator immediately in writing in the event a system or area containing Participant Information is compromised or unauthorized

 



 

access is detected.  Such notice may be delayed where a law enforcement agency has determined that notification will interfere with a criminal investigation.

 

(d)                                  The obligations imposed on Escrow Agent by Sections 6(a) and 6(c) of this Agreement shall survive and continue beyond the term, termination, cancellation or expiration of this Agreement.

 

7. Miscellaneous . This Agreement is made and shall be construed and enforced in accordance with the laws of the State of Hawaii. This Agreement is not assignable by the Escrow Agent. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, except for any other account agreements relating to or connected with the Escrow Account and rules governing such agreements. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. This Agreement may be executed in any number of counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the date first above written.

 

 

Hawaiian Electric Industries, Inc.

Central Pacific Bank

 

 

 

 

By:

\s\ JAMES A. AJELLO

 

By:

\s\ JEROME TSUDA

Name:

James A. Ajello

 

Name:

Jerome Tsuda

Title:

Executive Vice President & Chief Financial Officer

 

Title:

Vice President

 

 

 

By:

\s\ GREG C. HAZELTON

 

 

Name:

Greg C. Hazelton

 

 

Title:

Vice President — Finance, Treasurer & Controller

 

 

 

Shareholder Services Division of Hawaiian Electric Industries, Inc. as Administrator of the HEI Dividend Reinvestment and Stock Purchase Plan (HEI/DRIP)

 

 

 

 

 

By:

\s\ LAURIE LOO-OGATA

 

 

Name:

Laurie Loo-Ogata

 

 

Title:

Director, Shareholder Services

 

 

 




Exhibit 5

 

[Goodsill Anderson Quinn & Stifel Letterhead]

 

October 6, 2014

 

Hawaiian Electric Industries, Inc.

1001 Bishop Street, Suite 2900

Honolulu, Hawaii 96813

 

Re:                              Registration Statement on Form S-3
for HEI Dividend Reinvestment and Stock Purchase Plan

 

Ladies and Gentlemen:

 

Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), is filing a registration statement on Form S-3 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (together with the exhibits thereto, the “Registration Statement”), relating to the registration by the Company of an additional 5,200,000 shares of the Company’s Common Stock, without par value (the “Shares”), which number includes shares carried over from the previous registration statement registering shares under the Plan.  The Shares will be offered and sold in connection with the Company’s Dividend Reinvestment and Stock Purchase Plan, as amended and restated effective this date (the “Amended Plan”).

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Amended Plan; (ii) the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company, each as amended to the date hereof; (iv) the resolution of the Board of Directors of the Company effective September 19, 2014, relating to adoption of the Amended Plan and the authorization to register and issue the Shares.  To the extent that we have deemed appropriate or necessary as a basis for the opinions set forth herein, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of other records of the Company, agreements and other documents, including certificates of officers or other representatives of the Company and of public officials.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies.  We have also assumed that the registrar and transfer agent for the Common Stock will duly register each

 



 

issuance of the Shares.  As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others, including public officials.

 

We are members of the Bar of the State of Hawaii and we do not hold ourselves out as experts on the laws of any other jurisdiction.  This opinion is limited in all respects to matters governed by the laws of the State of Hawaii and federal laws of the United States of America to the extent specifically referred to herein.  We express no opinion concerning compliance with the laws or regulations of any other jurisdiction or jurisdictions (including but not limited to the Blue Sky or other securities laws of such jurisdictions), or as to the validity, meaning or effect of any act or document under the laws of any other jurisdiction or jurisdictions.

 

Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

 

1.                                       The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Hawaii.

 

2.                                       The Shares have been duly authorized for issuance and, when delivered and paid for as contemplated in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the references to our firm under the caption “Validity of Common Stock” in the Registration Statement.

 

 

Very truly yours,

 

 

 

/S/ GOODSILL ANDERSON QUINN & STIFEL

 

A LIMITED LIABILITY LAW PARTNERSHIP LLP

 

2




Exhibit 23(a)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Hawaiian Electric Industries, Inc. of our report dated February 21, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appear in Hawaiian Electric Industries, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Los Angeles, California
October 6, 2014

 




Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL PEOPLE BY THESE PRESENTS that the undersigned, HAWAIIAN ELECTRIC INDUSTRIES, INC., a Hawaii corporation (the “Company”), and the officers and directors of said corporation whose names are signed hereto, hereby constitute and appoint CONSTANCE H. LAU, JAMES A. AJELLO, CHESTER A. RICHARDSON, GREG C. HAZELTON, DAVID J. REBER and MICHAEL J. O’MALLEY of Honolulu, Hawaii, and each of them, with full power of substitution in the premises (with full power to each of them to act alone), their true and lawful attorneys and agents, and in its and their name, place and stead, to do any and all acts and things and to execute any and all instruments and documents which said attorneys and agents or any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with:

 

(i)                                      the registration under the Securities Act of 5,200,000 shares of Common Stock of the Company, without par value (the “Shares”), for issuance pursuant to the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated (the “Amended Plan”) pursuant to a registration statement on Form S-3 (the “New Registration Statement”), which 5,200,000 shares shall include as permitted by Rule 415(a)(6) of the Commission promulgated under the Securities Act the number of shares of common stock of the Company registered pursuant to Registration Statement No. 333-180413 (the “Current Registration Statement”) but not yet sold under the Current Registration Statement at the time the New Registration Statement becomes effective (the “Unsold Shares”), including specifically, but without limiting the generality of the foregoing, full power and authority to sign the name of the Company and the names of the undersigned officers and directors thereof, in the capacities indicated below, to the New Registration Statement to be filed with the Commission in respect of the Shares, to any and all amendments and supplements to the New Registration Statement (including, but without limiting the generality of the foregoing, any amendment or amendments changing the number of shares for which registration is being sought) and to any instruments or documents filed as a part of or in connection with the New Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof; and

 

(ii)                                   the deregistration of the Unsold Shares from registration under the Current Registration Statement inasmuch as such shares will be included in the shares registered under the New Registration Statement, including specifically but without limiting the generality of the foregoing, full power and authority if necessary or desirable, to sign the name of the Company and the names of the undersigned officers and directors thereof, in the capacities indicated below, to a post-effective amendment to the Current Registration Statement to deregister the Unsold Shares, and each of the undersigned hereby ratifies

 



 

and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed in its name by its President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer and attested by its Executive Vice President, General Counsel, Secretary and Chief Administrative Officer, and the undersigned officers and directors of the Company have hereunto set their hands, as of the 19 th  day of September, 2014.  This Power of Attorney may be executed in any number of counterparts by the Company and by any one or more of the officers and directors named below and may be transmitted by facsimile or other electronic medium, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

ATTEST:

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

 

 

 

 

 

/s/ Chester A. Richardson

 

/s/ Constance H. Lau

Chester A. Richardson

Executive Vice President, General Counsel,

 

Constance H. Lau
President and Chief Executive Officer

Secretary and Chief Administrative Officer

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

/s/ James A. Ajello

 

 

James A. Ajello

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial Officer and

 

 

Principal Accounting Officer)

 

 

 

 

 

 

 

 

President, Chief Executive Officer and

/s/ Constance H. Lau

 

Director

Constance H. Lau

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

Executive Vice President and

/s/ James A. Ajello

 

Chief Financial Officer

James A. Ajello

 

(Principal Financial Officer and

 

 

Principal Accounting Officer)

 

 

 

 

 

 

/s/ Greg C. Hazelton

 

Vice President-Finance, Treasurer and

Greg C. Hazelton

 

Controller

 

[Signature Page to Power of Attorney for HEI Dividend Reinvestment Plan]

 



 

/s/ Jeffrey N. Watanabe

 

Chairman of the Board and

Jeffrey N. Watanabe

 

Director

 

 

 

 

 

 

/s/ Thomas B. Fargo

 

Director

Thomas B. Fargo

 

 

 

 

 

 

 

 

/s/ Peggy Y. Fowler

 

Director

Peggy Y. Fowler

 

 

 

 

 

 

 

 

/s/ A. Maurice Myers

 

Director

A. Maurice Myers

 

 

 

 

 

 

 

 

/s/ Keith P. Russell

 

Director

Keith P. Russell

 

 

 

 

 

 

 

 

/s/ James K. Scott

 

Director

James K. Scott

 

 

 

 

 

 

 

 

/s/ Kelvin H. Taketa

 

Director

Kelvin H. Taketa

 

 

 

 

 

 

 

 

/s/ Barry K. Taniguchi

 

Director

Barry K. Taniguchi

 

 

 

[Signature Page to Power of Attorney for HEI Dividend Reinvestment Plan]