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Proposal Three

Bring Tesla Home to Texas

Proposal Three

Bring Tesla Home to Texas

Moving to Texas for the Benefit of Our Company,
Mission and Stockholders

The Texas legal framework is strong, fair and more appropriate to our mission. The decision to redomicile in Texas has been under consideration by independent directors for some time and approved by an independent and disinterested Special Committee. It is responsive to feedback from our stockholders – large and small – who have urged us to leave Delaware for a location more conducive to our growth plans.

Why Texas?

  • Our global headquarters – and future – are in Texas
  • Our largest manufacturing facility – Gigafactory Texas – is based there and we are continuing to invest in the expansion of our campus, which we believe is the second-largest building by volume in the world
  • We have thousands of employees in Travis County, Texas
  • Reincorporating in Texas builds on Tesla’s relationships with the state and local communities
  • Redomiciling requires NO change to headquarters, job, management, properties, facilities, headcount, obligations, assets, liabilities or net worth
  • Texas corporate law is well developed
  • The Texas legal regime is strong, fair and more appropriate to our mission
  • The state has invested in a specialty business court to handle complex commercial matters

Why Not Delaware?

  1. Present growing uncertainty about the future of Delaware corporate law
  2. The Delaware Court has demonstrated its ability and willingness to make decisions contrary to the will of our stockholders
  3. Recent and future litigation risks distracting us from executing on our mission
  4. We spend significant time and resources defending Delaware legal challenges to our business decisions
  5. Raises doubts about our ability to attract, reward and retain executives and our ability to honor contracts and commitments
  6. No material operations

We believe in the rights of our stockholders. In Delaware, your vote was not respected.

Vote FOR Taking Tesla to Our Business Home of Texas