Bloom Energy Corp

The Restated Certificate currently eliminates the personal liability of directors to Bloom Energy or its stockholders for monetary damages for breach of fiduciary duty, to the fullest extent permitted by law. The State of Delaware, which is where the Company is incorporated, has enacted legislation that extends exculpation protection to officers, thereby enabling companies to eliminate the monetary liability of certain officers in certain circumstances, similar to but more limited than the protection already afforded to directors under the Restated Certificate. The Proposal 4 Amendment is intended to align the exculpation provisions of the Restated Certificate with this Delaware law update. The current exculpation protections available to directors remain unchanged as a result of the Proposal 4 Amendment.

The Board believes that it is important to extend exculpation protection to officers, to the fullest extent permitted by Delaware law, in order to better position Bloom Energy to attract and retain qualified and experienced officers. In the absence of such protection, such individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. The nature of their role often requires officers to make decisions on crucial matters and frequently in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings (together, “lawsuits”) seeking to impose liability with the benefit of hindsight, especially in the current litigious environment and regardless of merit. Aligning the protections available to our officers with those available to our directors would empower officers to exercise their business judgment in furtherance of stockholder interests without the potential distraction posed by the risk of personal liability, including financial ruin as a result of an unintentional misstep. This is particularly important for Bloom Energy, given that we are a relatively new public company with a disruptive product and are operating in the rapidly evolving distributed power generation industry, which is subject to political and policy changes. In addition, the Proposal 4 Amendment also potentially could reduce future litigation costs and indemnification expenses for Bloom Energy associated with frivolous lawsuits.

The Board also believes that the Proposal 4 Amendment would strike the appropriate balance between furthering Bloom Energy’s goals of attracting and retaining quality officers with promoting stockholder accountability because, consistent with the update to Delaware law, the Proposal 4 Amendment would exculpate officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate or limit liability with respect to any of the following:

•breach of fiduciary duty claims brought by Bloom Energy itself;

•derivative claims brought by stockholders in the name of Bloom Energy;

•any claims involving breach of the duty of loyalty to Bloom Energy or its stockholders;

•any claims involving acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or

•any claims involving transactions from which the officer derived an improper personal benefit.

Under the Proposal 4 Amendment, the only officers who would be eligible for exculpation would be (i) anyone serving as our President, CEO, COO, CFO, Chief Legal Officer, Chief Accounting Officer, Controller, and Treasurer, (ii) any other NEOs, and (iii) any other officer who has consented to service of process in Delaware by written agreement.

Taking into account the narrow class and type of claims for which officers would be exculpated, and the benefits the Board believes would accrue to Bloom Energy and its stockholders—enhancing our ability to attract and retain talented officers and potentially reducing future litigation costs and indemnification expenses associated with frivolous lawsuits which distracts from our primary objective of creating stockholder value over the long term—the Board has determined after careful deliberation, including a review of recent corporate governance trends and evolving best practices, that the Proposal 4 Amendment is in the best interests of Bloom Energy and its stockholders.

In connection with this approval, the Board also determined that the officer exculpation provision should be subject to the Company’s existing two-thirds supermajority stockholder vote requirement applicable to specified governance provisions. Accordingly, any future amendment, repeal or modification of the officer exculpation provision would require the same two-thirds supermajority stockholder approval applicable to certain other key governance provisions in our Restated Certificate.

Vote Required. Approval of the Proposal 4 Amendment requires the affirmative vote of a majority 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 4 Amendment is not conditioned upon approval of Proposal 5 Amendment.