CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
META PLATFORMS, INC.
June 18, 2024
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
* * * * *
Meta Platforms, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
1. The title of Article VII of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
ARTICLE VII: DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION
2. Clause 1 of Article VII of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
1. Limitation of Liability. A director or officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law, as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
3. The foregoing amendments were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the date first written above.
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| | META PLATFORMS, INC. | |
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| | By: | /s/ Katherine R. Kelly | |
| | Name: | Katherine R. Kelly | |
| | Title: | Secretary | |
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