FuelCell Energy Inc (FCEL)

[Maximilliano]

Regarding the December 14, 2017 special meeting today

A quick summary: Partial Re-post

1/ The Preferred offering exceeded 19.9% of existing common shares as of September 5th and therefore Nasdaq Marketplace rules requires shareholder approval by vote.

2/ Starting November 1, 2017 FCEL will, in 33 equal installments, bi-monthly until March 1, 2019, begin to redeem the Preferred convertible notes.

It is imperative shareholders approve this as it provides FCEL the ability to pay the Installment amounts in cash, shares of Common stock, or a combination of both. If shareholders do not approve this by vote, FCEL will have to pay the Installment amount in cash. If shareholders do not approve this, the Preferred offering still remains in full force and effect.

3/ FCEL is asking current shareholders to approve an amendment to the Articles of Incorporation to authorize the company to issue an additional 100,000,000 shares from what is presently authorized (125,000,000) in the Articles. FCEL has no immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of Common Stock which would be authorized by the proposed amendment. According to the table, FCEL is bumping up against the authorized, outstanding, and reserved Common shares currently authorized in the Articles of Incorporation. (FCEL has to have 1.5 times in reserve the outstanding Preferred shares per the Certificate of Designations and reserves are for existing warrants.)

While future issuance of Common stock or convertibles could have a dilutive effect on book value, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company under a possible take-over scenario, however the Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company. (A few shareholders(investment partners) currently hold large percentages of FCEL stock.)

The Board believes that these additional shares will provide the Company with needed flexibility to issue shares in the future to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtaining shareholder approval for a particular issuance. Again, there are no immediate plans with respect to the issuance of any of the additional shares of Common Stock that would be authorized by the proposed amendment. It appears we need to vote for this.

https://www.sec.gov/Archives/edgar/data/886128/000157104917008352/t1702833_pre14a.htm