Your SolarCity 401(k) Plan Transition Guide

Your SolarCity 401(k) Plan Transition Guide Focus on your future with your workplace savings plan

Team, We are pleased to announce that effective 09/01/2014, Fidelity Investments will become the new provider of recordkeeping and trustee services and investment options for the SolarCity 401(k) Plan. This means some exciting benefits and changes for you. Please carefully review this entire document for information regarding new plan features and some very important events that will occur during the transition to Fidelity. In addition to the services provided by Fidelity, SolarCity has selected Michael Naki with Financial Advocates Investment Management to provide certain services with respect to the plan. Michael Naki can help you become familiar with the plan s investment options and how you can develop an investment strategy that can help meet your retirement savings goals. Michael s team can also meet with you one-on-one to assist you when considering your overall financial needs and goals. Neither Financial Advocates Investment Management nor Michael Naki is affiliated with Fidelity Investments. Your retirement plan s financial advisor contact information: Financial Advocates Investment Management Michael Naki LPL Financial Corp 2267 Lava Ridge Ct Suite 105 Roseville, CA 95661 916-757-6937 mnaki@financialadvocates.net Regards, The People Empowerment Team

Transition Events: Current and Newly Eligible Plan Participants Plan Ahead for Your Plan Blackout Period To help ensure that all applicable plan information is transferred from your current provider to Fidelity Investments, there may be a period of time when you will be unable to direct or diversify investments in your plan account, obtain a loan (if applicable) from the plan, or process a distribution from the plan, and you may not be able to change your payroll deductions. This period of time, during which you will be unable to exercise your rights otherwise available under the plan, is called a blackout period and begins on 08/25/2014, and is expected to end on or before 10/10/2014. You will receive an additional notice regarding this timeframe. The additional notice is a more formal announcement, and is referred to as the Sarbanes-Oxley Act (SOA) notification. For this reason, it is very important that you review and consider the appropriateness of your current investment options in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced portfolio, taking into account all your assets, income and investments. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning and your overall financial plan.

Key Dates Key Date Anytime on Launchpad.solarcity.com Training Video Plan Activity Review the Fidelity training Video to learn more about the new plan features. 08/22/2014 This is the last day on which you can access your account with your current provider before the blackout period begins. The following activities will not be available during the blackout period: Make exchanges between investment options Request withdrawals Request loans Change your future contribution amount Check account balances Contributions will continue to occur during the blackout period. 08/18/2014 08/29/2014 Enroll in 401k and optimize your portfolio before the blackout period You will have access to choose your investment elections and deferral percentage online via NetBenefits or a Fidelity Representative. 08/29/2014 Designation of Beneficiary Access to view and print fund prospectuses will also be available. Designation of Beneficiary information should be completed via NetBenefits Internet site. 09/01/2014 Fidelity Becomes Your Plan s Provider of Recordkeeping Services All new 401(k) contributions will be sent to Fidelity. On or Before 10/108/2014 Blackout Period Scheduled to End On or Before You will receive notification from your employer that your plan s transition is complete, as well as information on how to access and manage your account by phone or online. The Fidelity Retirement Benefits Line and NetBenefits Internet site will be available for plan account services. Activities that were not available during the blackout period will now resume. You will be able to make payroll deduction changes and The effective date of Plan changes and the end of the transition period depend upon the accurate, timely transfer of data. If this does not occur, the delivery of services and investment options described in this brochure could be delayed.

Investment Options This Plan is intended to be a participant-directed Plan as described in Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA), which means that fiduciaries of the Plan are ordinarily relieved of liability for any losses under ERISA that are the direct and necessary result of investment instructions given by a participant or beneficiary. Fund Number Ticker Symbol Fund Name and Share class (if applicable) 0700 Fidelity Advisor Stable Value Portfolio Class I OK7V HFLYX Hartford Floating Rate Fund Class Y OMBS PRRIX PIMCO Real Return Fund Institutional Class OQFZ TGBAX Templeton Global Bond Fund Advisor Class OLPU PUSYX Putnam U.S. Government Income Fund Class Y OKKS CINCX Calvert Income Fund Class I 2324 FSITX Spartan U.S. Bond Index Fund - Fidelity Advantage Class OVDP IICIX Voya Intermediate Bond Fund Class I OSBO LSBDX Loomis Sayles Bond Fund Institutional Class 0644 FAHCX Fidelity Advisor High Income Advantage Fund - Class I OU5T HQIYX Hartford Equity Income Fund Class Y OFTQ PRFDX T. Rowe Price Equity Income Fund 1820 FMPOX Fidelity Advisor Mid Cap Value Fund - Institutional Class OYHF ABSYX American Beacon Small Cap Value Fund Class Y OYNG DIEQX Domini Social Investment Trust Social Equity Fund Institutional Class OYFS JPIEX JPMorgan Disciplined Equity Fund Institutional Class 1523 FUSVX Spartan 500 Index Fund - Fidelity Advantage Class 0106 FLVIX Fidelity Advisor Leveraged Company Stock Fund - Class I 2350 FSCKX Spartan Mid Cap Index Fund - Fidelity Advantage Class 2359 FSSVX Spartan Small Cap Index Fund - Fidelity Advantage Class OKKP CISIX Calvert Social Index Fund Class I 0688 FAGCX Fidelity Advisor Growth Opportunities Fund - Class I OFMB TRBCX T. Rowe Price Blue Chip Growth Fund OF3G PRWAX T. Rowe Price New America Growth Fund OSRL CHCYX AllianceBernstein Discovery Growth Fund Advisor Class OKKT CCPIX Calvert Capital Accumulation Fund Class I OSOM HSLYX Hartford Small Cap Growth Fund Class Y OFZQ ARTIX Artisan International Fund Investor Class OLWD MIDJX MFS International New Discovery Fund Class R4 OELK MINHX MFS International Value Fund Class R4 OLLK DODWX Dodge & Cox Global Stock Fund OKZ5 OGLIX Oppenheimer Global Fund Class I OLSZ ISTIX Ivy Science and Technology Fund Class I 1775 FEYIX Fidelity Advisor Asset Manager 85% - Institutional Class 1965 FTINX Fidelity Advisor Asset Manager 30% - Institutional Class 1975 FSNIX Fidelity Advisor Asset Manager 60% - Institutional Class

OSEM OKFP OSER OKFQ OSEQ OKFR OSEP OKFS OSEO OKFT OKPI OKPH TRRIX TRRFX TRRAX TRRGX TRRBX TRRHX TRRCX TRRJX TRRDX TRRKX TRRMX TRRNX T. Rowe Price Retirement Income Fund T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement 2050 Fund T. Rowe Price Retirement 2055 Fund Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. In general, bond prices rise when interest rates fall and vice versa. This effect is usually more pronounced for longer-term securities. All of the mutual funds available are offered at net asset value (NAV) without any front or back-end sales charges. Other fees and expenses applicable to a continued investment in the funds do apply.

Transition Events As part of the transition, assets will be liquidated and transferred to Fidelity. When received at Fidelity, all assets will be invested in the Fidelity Money Market Trust Retirement Government Money Market Portfolio (0631). Assets will remain invested in this fund until the final valuation is received from the prior recordkeeper and the trust reconciliation has been completed and approved. Upon the Plan Administrator s approval of the trust reconciliation, new contributions and your existing balance will be invested in the Life Cycle Fund based on your date of birth as outlined in the chart below. Your balance and new contributions will remain invested in the applicable fund until such time as you request an exchange. This will occur unless you have provided new investment direction during the open enrollment period. You may opt out of the applicable Life Cycle Fund and select among the plan s available investment options. To opt out, you MUST make elections via the on-line NetBenefits site or through a Fidelity Representative as indicated under the Key Dates section above. If you have not made elections via NetBenefits or a phone representative by that date, your account will be invested in the applicable Fidelity Advisor Freedom Fund as described above until the transition period has ended. Fund Name Date of Birth Year From Date of Birth Year To T. Rowe Price Retirement Income Fund 1/1/1900 12/31/1937 T. Rowe Price Retirement 2005 Fund 1/1/1938 12/31/1942 T. Rowe Price Retirement 2010 Fund 1/1/1943 12/31/1947 T. Rowe Price Retirement 2015 Fund 1/1/1948 12/31/1952 T. Rowe Price Retirement 2020 Fund 1/1/1953 12/31/1957 T. Rowe Price Retirement 2025 Fund 1/1/1958 12/31/1962 T. Rowe Price Retirement 2030 Fund 1/1/1963 12/31/1967 T. Rowe Price Retirement 2035 Fund 1/1/1968 12/31/1972 T. Rowe Price Retirement 2040 Fund 1/1/1973 12/31/1977 T. Rowe Price Retirement 2045 Fund 1/1/1978 12/31/1982 T. Rowe Price Retirement 2050 Fund 1/1/1983 12/31/1987 T. Rowe Price Retirement 2055 Fund 1/1/1988 12/31/2050 When the blackout period ends, you will receive notification from your employer that your plan s transition is complete. This notice will provide details on how to access and manage your account. You will then have the ability to request exchanges and direct future contributions.

Access your account during the transition to Fidelity Go to netbenefits.com and click on New User Registration when logging in for the first time. If you are newly eligible to participate in the plan: o Click on Enroll Today and follow the simple instructions If you are currently a participant in the plan and would like to choose your investment elections: o Click on the plan name link under the Savings Plan heading o Click on Change Investments, located on the left hand menu o Click on the Investment Elections link and follow the simple steps to Change Your Investment Elections To change the amount that is being deducted from your paycheck: o Click on the Contribution Amount link from the left hand menu Please note: If you currently have deductions being taken from your paycheck, that amount will not show on the website at this time. Just enter the new amount you would like deducted. The target date funds are designed for investors expecting to retire around the year indicated in each fund's name. The funds are managed to gradually become more conservative over time as it approaches the target date.] The investment risk of each target date fund changes over time as its asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed income investments in the U.S. and abroad, and may be subject to risks associated with investing in highyield, small-cap, and foreign securities. Principal invested is not guaranteed at any time, including at or after the target dates. Once the transition to Fidelity is complete, connect with your plan online virtually any time through Fidelity NetBenefits at www.netbenefits.com or call the Fidelity Retirement Benefits Line at 1-800-294-4015, 8:30 a.m. to 8:30 p.m. Eastern Time any business day that the New York Stock Exchange is open. Habla español? Para empezar, llame a nuestros representantes dedicados que hablan español a la línea de Beneficios para la Jubilación de Fidelity (Fidelity Retirement Benefits Line) al 800-587-5282.

Get all the support you need to: Enroll in your plan Adjust your contribution amount Obtain current account information Change your current or future investments Request a loan or withdrawal from your account Besides access to online transactions and account information, your plan s Website provides a wealth of planning resources. Visit www.netbenefits.com for: Details on all your investment options, including current prices and historical performance. Income Simulator: This interactive tool helps you create a plan to help you meet all your retirement expenses. Online account statements covering any time period you specify - up to 24 months and featuring your personal rate of return. Online tutorials: NetBenefits provides you access to a wide range of online education topics, from investing basics to retirement income planning. There are self guided modules you can take at your own pace. These convenient tutorials can help make plan participation a more rewarding experience and you a more educated investor. The Fidelity Advisor Take Home Pay Calculator shows how affordable it can be to invest in your plan. Simply enter the amount you might want to contribute on a pre-tax basis and see how it impacts your pay. You ll find it in the Tools & Learning section of NetBenefits. Remember, we re here to help. For information about your plan, visit NetBenefits at www.netbenefits.com or call the Fidelity Retirement Benefits Line at 1-800-294-4015. Habla español? Para empezar, llame a nuestros representantes dedicados que hablan español a la línea de Beneficios para la Jubilación de Fidelity (Fidelity Retirement Benefits Line) al 800-587-5282.

IMPORTANT INFORMATION: This document provides only a summary of the main features of your plan, and the Plan document will govern in the event of any discrepancy. This document is not a Summary Plan Description, and is not a Sarbanes-Oxley Act Notice. Unless otherwise noted, transaction requests confirmed after the close of the market, normally 4 p.m. Eastern time, or on weekends or holidays, will receive the next available closing prices. The investment options available through the Plan reserve the right to modify or withdraw the exchange privilege. Non-Fidelity mutual funds are managed by non-fidelity entities. Please consult the prospectus for more information. Class of shares may vary. Please consult your Summary Plan Description for the specific class of shares available through your Plan. Fidelity Advisor Stable Value Portfolio is not a mutual fund but is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans. For more information on this investment, please see the Fidelity Advisor Stable Value Portfolio Profile. Be sure you understand the plan guidelines and impact of taking a loan before initiating a loan from your plan account. Please be sure you understand the tax consequences of any withdrawal from the plan. Income Simulator is an educational tool. Your plan provides you the ability to exercise voting, tender, and similar rights for the mutual funds in which you are invested through the plan. Materials related to the exercise of these rights will be sent to you at the time of any proxy meeting, tender offer or similar rights relating to the particular mutual funds held in your account. Here is the provider of info disclosure: The Company has appointed Fidelity to provide additional information on the mutual funds or investment options available through the plan. All trademark and service marks appearing herein are the property of FMR LLC or an affiliate. Not NCUA or NCUSIF insured. May lose value. No credit union guarantee. Not FDIC Insured. May lose value. No bank guarantee Keep in mind that investing involves risk. The value of your investment will fluctuate over time, and you may gain or lose money. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Interest rate increases can cause the price of money market securities to decrease. Before investing, consider the funds investment objectives, risks, charges, and expenses. For a prospectus, or a summary prospectus if available, containing this information, contact your investment professional or visit netbenefits.com. Read it carefully before you make your investment choices. 2010 FMR LLC. All rights reserved. Fidelity Brokerage Services LLC, Member NYSE, SIPC, 900 Salem Street, Smithfield, RI 02917 366958.12.0