To Our International Shareholders
From: Andy Marsh, CEO and Executive Chairman
We do know that many of our long-time investors in Europe are having a hard time voting. In many cases, European brokers actually require investors to pay to vote. It doesn’t feel right, but that is the reality. Our team is actively working with our lawyers and our outside proxy solicitors to see if there is a way to address this issue, but this is a challenge.
If voting were easier in Europe, I believe Proposal 2—the approval to amend our charter to increase the number of authorized shares of common stock available for issuance —would have passed at the Jan. 29 Special Meeting. Investors in Asia face similar challenges, which makes lining up the vote more difficult than it should be.
That is another reason why it is so important for our U.S. retail investors to vote YES, especially on Proposal 2. Your vote truly matters and will have a disproportionate impact to the outcome of the vote.
One last point for retail investors who voted no. Institutional investors voted almost unanimously in favor of these proposals. They spent the time to study the requests in detail, and many took extraordinary steps to vote their shares, including pulling shares back from loan.
Both leading proxy advisory firms – ISS and Glass Lewis – also carefully reviewed our proposals presented at the Special Meeting and recommended a VOTE for both proposals. Importantly, ISS reported “The proposed increase in the number of authorized shares of common stock is reasonable and there are no substantial concerns about the company’s past use of shares.”

I would ask you to take another look at the decision.As I’ve said before, if Proposal 2 does not pass, the only alternative is for the Company to implement a reverse stock split to effectively increase the number of our authorized shares of common stock available for issuance.
We will not do a reverse stock split if Proposal 2 passes.
So once again, here is how you can vote—or just as important, if you voted NO, how you can change your vote to YES.
- Charles Schwab / TD Ameritrade
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
You can log into your online account, use the keyword “proxy events” in the search bar, and navigate to proxy events.
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Fidelity / National Financial Services
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“Fidelity.Investments.email@shareholderdocs.fidelity.com”, “e-notification@edocs.mybrokerageinfo.com”, “id@proxyvote.com”, or “Plug Power”
Follow the instructions in the email. If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Morgan Stanley / E-Trade
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Robinhood
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“noreply@robinhood.com”, or “Plug Power”
Follow the instructions in the email by clicking the “Vote” icon.
If you have not received any proxy voting materials via email, contact your broker as soon as possible to request a control number to vote online.
- Merrill Lynch
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Vanguard
To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:
“id@proxyvote.com”, or “Plug Power”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
- Other brokers
Search your inbox for “Plug Power” or the below common domains supporting proxy voting.
“id@proxyvote.com”, “@proxydocs.com”, “@proxypush.com”
If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.
Some brokers outside of the U.S. do not allow retail shareholders to vote. Please contact your broker immediately if you have not received proxy materials in connection with the Plug Power Special Meeting.
Further Questions?
Contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or Plug@investor.sodali.com.
Important Additional Information and Where to Find It
Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.
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