Snowflake Inc

TABLE OF CONTENTS

APPENDIX A

PROPOSED BOARD DECLASSIFICATION AMENDMENT

Article VI, Section A.2 of the Certificate of Incorporation would be amended to read in its entirety as follows:

2. ELECTION.

(a) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors as specified in any Preferred Stock Designation, until the annual meeting of stockholders to be held in 2028 (the “2028 Annual Meeting”), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following such initial classification of the Board of Directors, the initial term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following such initial classification of the Board of Directors, the initial term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following such initial classification of the Board of Directors, the initial term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. At the annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”), the directors serving in the class with terms expiring at the 2026 Annual Meeting shall be elected for a one-year term and shall hold office until the annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”) and until such person’s successor shall be elected and qualified, or such person’s earlier death, resignation, retirement, disqualification or removal from office; at the 2027 Annual Meeting, the directors serving in the class with terms expiring at the 2027 Annual Meeting of stockholders shall be elected for a one-year term and shall hold office until the 2028 Annual Meeting and until such person’s successor shall be elected and qualified, or such person’s earlier death, resignation, retirement, disqualification or removal from office; at the 2028 Annual Meeting, the directors serving in the class with terms expiring at the 2028 Annual Meeting shall be elected for a one-year term and shall hold office until such person’s successor shall be elected and qualified, or such person’s earlier death, resignation, retirement, disqualification or removal from office. From and after the 2028 Annual Meeting, the directors shall no longer be divided into classes and all directors shall be elected for terms expiring at the next annual meeting of stockholders and shall hold office until their successors shall be elected and qualified, or their earlier death, resignation, retirement, disqualification or removal from office.

(b) At any time that applicable law prohibits a classified board as described in Section A.2.(a) of this Article VI, all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. The directors of the Company need not be elected by written ballot unless the Bylaws so provide.

(c) No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

(d) Notwithstanding the foregoing provisions of this section, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.