Bloom Energy Corp

If the Proposal 4 Amendment is approved, we intend to file a Certificate of Amendment to the Restated Certificate with the Secretary of State of the State of Delaware, and the amendment will become effective on filing. The Restated Certificate will be amended to extend exculpation protections to certain officers, as permitted by Delaware law, and to make related conforming changes as set forth below.

New Article XII will be added to the Restated Certificate to read in its entirety as follows:

“ARTICLE XII: OFFICER LIABILITY

1. Limitation of Liability. To the fullest extent permitted by law, no officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of an officer, then the liability of an officer of the Company shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

2. Change in Rights. Neither any amendment nor repeal of this Article XII, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article XII shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of an officer of the Company existing at the time of such amendment, repeal or adoption of such an inconsistent provision.

3. Amendment of Article XII. Subject to Sections 1, 2 and 2 of Article IV, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with this Article XII.”

If the Proposal 5 Amendment is also approved, Section 3 of this Article XII will be deleted because the Proposal 5 Amendment adds Article XII to the list of provisions requiring a two-thirds supermajority stockholder vote in Article X (Amendment of Restated Certificate of Incorporation).

Overview

The Board adopted resolutions approving, declaring advisable, and submitting to a vote of the stockholders an amendment to our Restated Certificate that would remove outdated references to Class B common stock and make conforming changes (“Proposal 5 Amendments”). The removal of references to Class B common stock is not a material amendment to our Restated Certificate and will have no impact on the rights our stockholders.

Purpose and Effect of the Amendment

The Proposal 5 Amendment would remove outdated references to Bloom’s Class B common stock that are no longer needed in our Restated Certificate. All shares of Class B common stock were converted into shares of Class A common stock in July 2023, on the 5th anniversary of the Company’s IPO in accordance with the Restated Certificate, which contained the dual class sunset provisions. All of the previously outstanding shares of our Class B common stock were retired in November 2023, and no additional shares of Class B common stock have been or will be issued following the conversion.

If the Proposal 5 Amendment is approved, the Class A common stock would be renamed “common stock.” The Proposal 5 Amendment does not reference Article XII because Article XII will be added only if the Proposal 4 Amendment is approved. As contemplated by the Proposal 4 Amendment, if both proposals are approved, Article X will reflect the two-thirds supermajority stockholder provision for Article XII and Section 3 of Article XII will be deleted. If the Proposal 4 Amendment is not approved, then Article X will not include a reference to Article XII.

Vote Required. Approval of the Proposal 5 Amendment requires the affirmative vote of at least two-thirds of the voting power of all of the outstanding shares of capital stock entitled to vote on the proposal. Abstentions and broker non-votes, if any, will have the same effect as a vote against the proposal. Approval of the Proposal 5 Amendment is not conditioned upon approval of the Proposal 4 Amendment.