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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 9

Proposed Final NOL Order

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FINAL ORDER ESTABLISHING NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS 

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) 

[PROPOSED] FINAL ORDER PURSUANT TO 

PURSUANT TO 11 U.S.C. §§ 105(A) AND 362 

ESTABLISHING NOTIFICATION

PROCEDURES AND CERTAIN 

RESTRICTIONS REGARDING OWNERSHIP 

AND ACQUISITIONS OF STOCK OF, AND 

CLAIMS AGAINST, THE DEBTORS

☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

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Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 105(a) and 362 of title 11 of the United States Code (the “Bankruptcy 

Code”), for entry of interim and final orders establishing procedures to protect the potential value of the 

Debtors’ consolidated net operating loss carryforwards (the “NOLs”) and other tax benefits 

(collectively, the “Tax Attributes”) for use in connection with the reorganization of the Debtors, all as 

more fully set forth in the Motion; and this Court having jurisdiction to consider the Motion and the 

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, Order Referring Bankruptcy Cases and 

Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy 

Local Rules for the United States District Court for the Northern District of California (the “Bankruptcy 

Local Rules”); and consideration of the Motion and the requested relief being a core proceeding pursuant 

to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; 

and the Court having found and determined that notice of the Motion as provided to the parties listed 

therein is reasonable and sufficient, and it appearing that no other or further notice need be provided; 

and this Court having reviewed the Motion and the Wells Declaration (as amended on February 2, 2019 

[Docket No. 263)]; and this Court having held hearings to consider the relief requested in the Motion on 

an interim and final basis; and this Court having previously entered an order granting interim relief with 

respect to the Motion [Docket No. 212]; and this Court having determined that the legal and factual bases 

set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief 

requested in the Motion is in the best interests of the Debtors, their estates, creditors, shareholders, and 

all parties in interest; and upon all of the proceedings had before this Court and after due deliberation 

and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted on a final basis, as provided herein.

2. The provisions of this Final Order shall be effective nunc pro tunc to the Petition Date.

 1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Motion.

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3. The restrictions, notification requirements, and other procedures annexed hereto as 

Exhibit 1 (the “Procedures”) are hereby approved and shall apply to all trading and transfers of stock 

of, and Claims against, the Debtors.

4. Any transfer of PG&E Stock or Claims against the Debtor in violation of the Procedures 

shall be null and void ab initio as an act in violation of the automatic stay under section 362 of the 

Bankruptcy Code and pursuant to this Court’s equitable powers under section 105(a) of the Bankruptcy 

Code.

5. Any person (including any Entity) or Acquiring Group that acquires PG&E Stock or 

transfers Claims against the Debtor in violation of this Order or the Procedures or that otherwise fails to 

comply with their requirements, shall be subject to such sanctions as this Court may consider appropriate 

pursuant to this Court’s equitable power under section 105(a) of the Bankruptcy Code.

6. The notices substantially in the forms annexed hereto as Exhibit 2, Exhibit 3, Exhibit 4, 

Exhibit 5, Exhibit 6 and Exhibit 7 are hereby approved.

7. Within three (3) business days of the entry of this Order, the Debtors shall send the notice 

of this Order (the “Notice of Final Order”) annexed hereto as Exhibit 7 to all parties that were served 

with notice of the Motion, publish the Notice of Final Order once in the national edition of The New 

York Times and the San Francisco Chronicle, and post the Procedures to the website established by 

Prime Clerk LLC for these chapter 11 cases (which website address shall be identified in the Notice of 

Final Order), such notice being reasonably calculated to provide notice to all parties that may be affected 

by the Procedures, whether known or unknown, and no further notice of the Procedures shall be 

necessary.

8. Nothing herein shall preclude any person (including any Entity) or Acquiring Group 

desirous of purchasing or transferring any interest in, or Claims against, the Debtors from requesting 

relief from this Final Order from this Court, subject to the Debtors’ rights to oppose such relief.

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of 

the Motion.

10. The relief granted in this Final Order is intended solely to permit the Debtors to protect, 

preserve, and maximize the value of their Tax Attributes; accordingly, other than to the extent that this 

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Order expressly conditions or restricts trading and transfers of stock of, or Claims against, the Debtor, 

nothing in this Final Order or in the Motion shall, or shall be deemed to, prejudice, impair, or otherwise 

alter or affect the rights of any holders of stock of, or Claims against, the Debtors, including in connection 

with the treatment of any such stock or claims under any chapter 11 plan or any applicable bankruptcy 

court order.

11. The requirements set forth in this Final Order are in addition to the requirements of 

Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws and do not excuse 

noncompliance therewith.

12. The entry of this Final Order shall in no way be deemed a determination that entry of a 

Sell-Down Notice is necessary or warranted in this chapter 11 cases, and this Court’s review of any 

future request for entry of a Sell-Down Notice shall be without regard to the entry of this Order.

13. The entry of this Final Order shall in no way prejudice the rights of any party to oppose 

the entry of a Sell-Down Notice, on any grounds, and all such rights are expressly preserved hereby.

14. Nothing contained in this Final Order or in the Motion is intended to be or shall be 

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the 

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy 

Code. Likewise any payment made pursuant to this Final Order is not intended to be and shall not be 

construed as an admission of the validity of any claim or a waiver of the Debtors’ rights to dispute such 

claim subsequently.

15. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to 

create, any rights in favor of or enhance the status of any claim held by, any party.

16. The Debtors are authorized to take all steps necessary or appropriate to carry out this 

Final Order. 

17. The Court shall retain jurisdiction to hear and determine all matters arising from or related 

to the implementation, interpretation, and/or enforcement of this Final Order.

** END OF ORDER **

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FINAL ORDER ESTABLISHING NOTIFICATION 

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EXHIBIT 1

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1 to Final Order

Procedures

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FINAL ORDER ESTABLISHING NOTIFICATION 

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EXHIBIT 1

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) 

NOTICES, RESTRICTIONS, AND OTHER 

PROCEDURES REGARDING OWNERSHIP 

AND TRANSFERS OF STOCK OF, AND 

CLAIMS AGAINST, THE DEBTORS ☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

TO ALL PERSONS (INCLUDING ENTITIES) WITH CLAIMS AGAINST OR STOCK 

OWNERSHIP OF THE DEBTORS:

Pursuant to that certain Final Order Establishing Notification Procedures and Approving 

Restrictions on Certain Transfers of Stock of, and Claims Against, the Debtors (the “Final Order”) 

entered by the United States Bankruptcy Court for the Northern District of California 

(the “Bankruptcy Court”) on ____________, 2019, Docket No. [_], the following restrictions, 

notification requirements, and/or other procedures (collectively, the “Procedures”) apply to all trading 

and transfers of stock of, and Claims1

 against, the Debtors.

A. PG&E Stock Restrictions

(1) Definitions. For purposes of these Procedures, the following terms have the following 

meanings:

(a) “PG&E Corp.” shall mean PG&E Corporation.

(b) “Utility” shall mean Pacific Gas and Electric Company.

 1 Capitalized terms used but not defined herein (in particular, see definitions in paragraphs A(1) and 

B(1) below) shall have the meanings ascribed to them in the Final Order.

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(c) “Common Stock” shall mean common stock issued by PG&E Corp. 

(d) “Preferred Stock” shall mean preferred stock issued by Utility. 

(e) “Option” shall mean any contingent purchase, warrant, convertible debt, put, 

stock subject to risk of forfeiture, contract to acquire stock, or similar interest regardless of whether it 

is contingent or otherwise not currently exercisable.

(f) “PG&E Stock” shall mean, collectively, Common Stock and Preferred Stock. 

For the avoidance of doubt, by operation of the definition of beneficial ownership, an owner of an 

Option to acquire PG&E Stock may be treated as the owner of such PG&E Stock.

(g) “Beneficial ownership” of PG&E Stock and Options to acquire PG&E Stock 

shall be determined in accordance with section 382 of the title 26 of the United States Code (the “Tax 

Code”), the regulations promulgated by the U.S. Department of Treasury under the Tax Code (the 

“Treasury Regulations”), and rulings issued by the Internal Revenue Service (the “IRS”), and as 

described herein, and, thus, to the extent provided in those sources, from time to time shall include, 

without limitation, (i) direct and indirect ownership (but determined without regard to any rule that 

treats stock of an entity as to which the constructive ownership rules apply as no longer owned by that 

entity), e.g., a holding company would be considered to beneficially own all stock owned or acquired 

by its subsidiaries, (ii) ownership by a holder’s family members, (iii) ownership by any Entity, and (iv) 

to the extent set forth in Treasury Regulations section 1.382-4, the ownership of an Option to acquire 

PG&E Stock. 

(h) “Acquiring Group” shall mean any group of persons (including any Entity) that 

has a plan or arrangement to acquire beneficial ownership of the stock of more than one Debtor within 

the meaning of Treasury Regulations section 1.1502-92(c)(3)(i).

(i) “Entity” shall mean any “entity” as such term is defined in Treasury 

Regulations section 1.382-3(a), including any group of persons acting pursuant to a formal or informal 

understanding among themselves to make a coordinated acquisition of PG&E Stock.

(j) “Substantial Stockholder” shall mean any person (including any Entity) or 

Acquiring Group that beneficially owns at least 24.6 million shares of Common Stock (representing 

approximately 4.75% of all issued and outstanding shares of Common Stock).

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(2) Notice of Substantial Ownership. Any person (including any Entity) or Acquiring 

Group that beneficially owns, at any time on or after the Petition Date, PG&E Stock in an amount 

sufficient to qualify such person or Acquiring Group as a Substantial Stockholder shall serve upon (a) 

PG&E Corporation, 77 Beale Street, P.O. Box 770000 San Francisco, California 94177 (Attn: Chris 

Foster); (b) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: 

Stephen Karotkin, Esq.; Jessica Liou, Esq.; Matthew Goren, Esq.; Kevin Bostel, Esq.), as proposed 

counsel to the Debtors; and (c) counsel to any statutory committees appointed in the Chapter 11 Cases 

(each an “Official Committee”) (collectively, together with the Debtors, the “Disclosure Parties”) a 

notice of such person’s or Acquiring Group’s substantial ownership (a “Substantial Stock Ownership 

Notice”), in substantially the form annexed to the Final Order as Exhibit 2, which describes 

specifically and in detail such person’s or Acquiring Group’s ownership of PG&E Stock, on or before 

the date that is the later of (x) twenty (20) calendar days (the “Initial Notice Due Date”) after the entry 

of the order granting the requested relief or (y) ten (10) business days after such person or Acquiring 

Group qualifies as a Substantial Stockholder. 

(3) Acquisition of PG&E Stock. At least fifteen (15) business days (or, if the Initial Notice 

Due Date has not passed at the time of the filing of the Acquisition Notice (defined below), at least 

twenty (20) business days) prior to the proposed date of any transfer of PG&E Stock or exercise of any 

Option to acquire PG&E Stock that would result in an increase in the amount of PG&E Stock 

beneficially owned by any person (including any Entity) or Acquiring Group that currently is or, as a 

result of the proposed acquisition transaction, would be a Substantial Stockholder (a “Proposed 

Acquisition Transaction”), such person, Acquiring Group or Substantial Stockholder (a “Proposed 

Transferee”) shall file with the Bankruptcy Court and serve upon the Disclosure Parties a notice of 

such Proposed Transferee’s intent to purchase, acquire, or otherwise accumulate PG&E Stock (an 

“Acquisition Notice”), in substantially the form annexed to the Final Order as Exhibit 3, which 

describes specifically and in detail the Proposed Acquisition Transaction. At the election of the filing 

person or Acquiring Group, the Acquisition Notice to be filed with the Bankruptcy Court (but not the 

Acquisition Notice that is served upon the Debtors, the attorneys for the Debtors, and the attorneys for 

any Official Committee) may be redacted to exclude the taxpayer identification number and the 

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amount of PG&E Stock beneficially owned. In connection with any inquiries by counsel (“Transferee 

Counsel”) on behalf of a Proposed Transferee regarding a proposed acquisition of PG&E Stock 

(whether or not an Acquisition Notice has been or will be filed), in the event that non-public

information is or may be provided to such counsel by the Debtor or its counsel, Transferee Counsel (i) 

shall keep such information strictly confidential and shall not disclose such information or any part 

thereof to any person (including the Proposed Transferee), except to the extent otherwise required by 

law, and (ii) shall acknowledge in writing to the Debtors its obligation to comply with clause (i).

(4) Objection Procedures. The Debtors and any Official Committee shall have ten (10) 

business days (or, if the Initial Notice Due Date has not passed at the time of the filing of the 

Acquisition Notice, fifteen (15) business days) after the filing of an Acquisition Notice (the 

“Objection Period”) to file with the Bankruptcy Court and serve on a Proposed Transferee, an 

objection (each, an “Objection”) to any Proposed Acquisition described in such Acquisition Notice. If 

the Debtors or any Official Committee files an Objection by the expiration of the Objection Period (the 

“Objection Deadline”), then the applicable Proposed Acquisition Transaction shall not be effective 

unless approved by a final and nonappealable order of the Bankruptcy Court. If neither the Debtors 

nor any Official Committee file an Objection by the Objection Deadline or if the Debtors and any and 

all Official Committees provide written authorization to the Proposed Transferee approving the 

Proposed Acquisition Transaction prior to the Objection Deadline, then such Proposed Acquisition 

Transaction may proceed solely as specifically described in the applicable Acquisition Notice. Any 

further Proposed Acquisition Transaction must be the subject of an additional Acquisition Notice and 

Objection Period.

(5) Confidential Information. Other than in connection with any filing with, or audit or 

other investigation by, the IRS or other taxing authority, the Disclosure Parties shall not share the 

information in any Substantial Stock Ownership Notice (or in any other notice provided for in these 

Procedures) with any other person, except (i) to the extent necessary to respond to a notice or other 

filing with a court of competent jurisdiction in furtherance of the Final Order (including filing an 

Objection) or to enforce the Final Order, (ii) to the extent otherwise required by law or (iii) to the 

extent that the information contained therein is already public; provided, however, that the Debtors 

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may disclose the contents thereof to its counsel and professional financial advisors, and counsel to and 

the professional financial advisors of any Official Committee, and of any other person(s) that are 

subject to a nondisclosure agreement with the Debtors, each of whom shall keep all such information 

strictly confidential and shall not disclose the contents thereof to any other person, subject to an order 

of the Bankruptcy Court and except in the circumstances described in clauses (i) and (ii).

B. Claims Restrictions

(1) Definitions. For purposes of these Procedures, the following terms have the following 

meanings:

(a) “PG&E Corp.” shall mean PG&E Corporation.

(b) “Post-Emergence PG&E” means the reorganized Debtors or any successor 

thereto.

(c) “New PG&E Stock” means the common stock and any other equity securities 

(including securities that are treated as equity securities for U.S. federal income tax purposes) of PostEmergence PG&E, including Options to acquire the same.

(d) “Entity” has the meaning as such term is defined in section 1.382-3(a) of title 

26 of the Code of Federal Regulations (the “Treasury Regulations”), including any group of persons 

acting pursuant to a formal or informal understanding among themselves to make a coordinated 

acquisition of Claims or New PG&E Stock.

(e) A “Claim” means any claim, as defined in section 101(5) of the Bankruptcy 

Code, against any of the Debtors arising out of or relating to the period prior to the Petition Date, 

whether secured or unsecured (which, for the avoidance of doubt, excludes, any claim under or in 

connection with the Debtors’ proposed debtor in possession financing facility (the “DIP Loan”)). 

(f) An “Option” includes any contingent purchase, warrant, convertible debt, put, 

stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it 

is contingent or otherwise not currently exercisable.

(g) A “382(l)(5) Plan” means a plan of reorganization (a “Plan”) that contemplates 

the use of section 382(l)(5) of the title 26 of the United States Code (the “Tax Code”) by a reorganized 

debtor to obtain certain incremental tax benefits.

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(h) “Beneficial ownership” of a Claim or Owned Interest means:

(i) the beneficial ownership of a Claim or Owned Interest (as hereinafter 

defined) as determined in accordance with applicable rules under section 382 of the Tax Code, the 

Treasury Regulations, and rulings issued by the Internal Revenue Service (the “IRS”) and as described 

herein (for such purpose, a Claim is treated as if it were stock) and, thus, to the extent provided in 

those sources, from time to time, shall include, without limitation, (A) direct and indirect ownership 

(but determined without regard to any rule that treats stock of an entity as to which the constructive 

ownership rules apply as no longer owned by that entity), e.g., a holding company would be considered 

to beneficially own all Claims or Owned Interests owned or acquired by its subsidiaries, (B) ownership 

by a holder’s family members, and (C) ownership by any Entity, Owned Interests, and/or stock; and

(ii) the beneficial ownership of an Option (irrespective of the purpose for 

which such Option was issued, created, or acquired) with respect to a Claim or Owned Interest.

(iii) For the avoidance of doubt, beneficial ownership of a Claim or Owned 

Interests also includes the beneficial ownership of any right to receive any equity consideration to be 

distributed in respect of a Claim or Owned Interests pursuant to a Plan or any applicable bankruptcy 

court order.

(i) “Threshold Amount” means an amount of Claims that, when taking into 

account the Owned Interests beneficially owned by a holder of Claims (including under the applicable 

aggregation rules), could result in such holder of Claims holding the Applicable Percentage of New 

PG&E Stock. For this purpose, the beneficial ownership of an Option to acquire Owned Interests shall 

be considered beneficial ownership of Owned Interests. 

Notwithstanding the foregoing, if a beneficial owner of Claims does not agree to refrain 

from acquiring beneficial ownership of additional Owned Interests (and Options to acquire the same) 

or to dispose of immediately any such Owned Interests or Options (if acquired on or after the Petition 

Date but prior to submitting its Notice of Substantial Claim Ownership (as hereinafter defined)), the 

Threshold Amount for such beneficial owner of Claims shall be the “Minimum Threshold Amount,” 

which shall be the amount of Claims beneficially owned by a holder of Claims continuously from the 

Petition Date to the Sell-Down Date (as hereinafter defined).

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(j) A “Substantial Claimholder” means any person (including any Entity) that 

beneficially owns an aggregate dollar amount of Claims against the Debtors, or any Entity controlled 

by such person through which such person beneficially owns Claims against the Debtors, of more than 

the Threshold Amount, excluding Claims under or in connection with the DIP Loan.

For the avoidance of doubt, section 382 of the Tax Code, the Treasury Regulations, and 

all relevant IRS and judicial authority shall apply in determining whether the Claims of several persons 

and/or Entities must be aggregated when a person’s (including an Entity’s) status as a Substantial 

Claimholder (for such purpose, a Claim is treated as if it were stock).

(k) “Applicable Percentage” means, if only one class of New PG&E Stock is to be 

issued pursuant to the terms of a 382(l)(5) Plan and holders within each class of Claims receiving New 

PG&E Stock will receive a pro rata distribution of the New PG&E Stock, 4.75% of the number of 

shares of New PG&E Stock that the Debtors reasonably estimate will be outstanding immediately after 

the effective date of such 382(l)(5) Plan, as determined for U.S. federal income tax purposes. If more 

than one class of New PG&E Stock is to be distributed pursuant to the terms of a 382(l)(5) Plan or if 

holders within a class of Claims may receive a disproportionate distribution of New PG&E Stock 

relative to other holders in the same class, the Applicable Percentage shall be determined by the 

Debtors in their reasonable judgment in a manner consistent with the estimated range of values for the 

equity to be distributed (as reflected in the valuation analysis set forth in the 382(l)(5) Plan and 

disclosure statement) and shall be expressed in a manner that makes clear the number of shares or 

other interests in each class of New PG&E Stock that would constitute the Applicable Percentage.

(l) “Holdings Report” means a Notice of Substantial Claim Ownership (as 

hereinafter defined) received by the Debtors with respect to the Determination Date.

(m) “Maximum Amount” means the maximum amount of Claims (by class or other 

applicable classification of Claims) that may be held, as of the effective date of the 382(l)(5) Plan, by a 

Substantial Claimholder that was a Substantial Claimholder as of the Determination Date, which the 

Debtors shall calculate as follows:

(i) Based upon the information provided by the Substantial Claimholders in 

the Holdings Reports, the Debtors shall calculate the aggregate amount of Claims that all such 

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Substantial Claimholders must sell as a group to effectuate the 382(l)(5) Plan (the “Sell-Down 

Amount”);

(ii) The Debtors shall calculate for each Substantial Claimholder the amount 

of such Substantial Claimholder’s pro rata share of the Sell-Down Amount (i.e., the Sell-Down 

Amount multiplied by a fraction, (x) the numerator of which is the amount, if any, of Claims identified 

in such Substantial Claimholder’s Holdings Report minus the greater of (A) the applicable Threshold 

Amount and (B) the Protected Amount for such Substantial Claimholder, and (y) the denominator of 

which is the aggregate amount of Claims identified in all of the Substantial Claimholders’ Holdings 

Reports minus the greater of (A) the aggregate applicable Threshold Amount for all Substantial 

Claimholders and (B) the aggregate Protected Amount of all Substantial Claimholders; and

(iii) For each such Substantial Claimholder, the Debtors shall subtract from 

the total Claims held by such Substantial Claimholder (as reported in the Holdings Report) such 

Substantial Claimholder’s pro rata share of the Sell-Down Amount. The difference shall be the 

Maximum Amount.

(n) “Newly Traded Claims” means Claims (i) with respect to which a person 

(including any Entity) acquired beneficial ownership after the date that was eighteen (18) months prior 

to the Petition Date and (ii) that are not “ordinary course” Claims, within the meaning of Treasury 

Regulations section 1.382-9(d)(2)(iv), of which the same person (including any Entity) always has had 

beneficial ownership. 

(o) A “Permitted Transferee” with respect to a Substantial Claimholder is a person 

(including any Entity) whose holding of a Claim would not result in such Substantial Claimholder 

having beneficial ownership of such Claim.

(p) “Protected Amount” means the amount of Claims (by class or other applicable 

classification) of which a holder had beneficial ownership on the Petition Date plus the amount of 

Claims of which such holder acquires, directly or indirectly, beneficial ownership pursuant to trades 

entered into prior to the Petition Date, but that had not yet closed as of the Petition Date, and the 

amount of Claims of which such holder acquires, directly or indirectly, beneficial ownership pursuant 

to trades entered into after the Petition Date that have been approved by the Debtors in accordance 

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with these Procedures minus the amount of Claims of which such holder sells, directly or indirectly, 

beneficial ownership pursuant to trades entered into prior to the Petition Date, but that had not yet 

closed as of the Petition Date. For the avoidance of doubt, there shall be included in the Protected 

Amount of a claimant that is an insurer under an insurance policy, a guarantor or an issuer of a letter of 

credit or similar security arrangement as described in Treasury Regulations section 1.382-

9(d)(5)(ii)(G) on the Petition Date, any Claims transferred to such claimant pursuant to a subrogation 

under such insurance policy or such guarantee, letter of credit or similar security arrangement on or 

after the Petition Date (without the need for any prior approval by the Debtors), so long as such 

transfer is not for a principal purpose of obtaining New PG&E Stock or permitting the transferee to 

benefit from the losses of the Debtors within the meaning of Treasury Regulations section 1.382-

9(d)(5)(iii).

(2) Disclosure of 382(l)(5) Plan. If the proponent of a Plan (a “Plan Proponent”) 

determines that the reorganized Debtors likely will benefit from the application of section 382(l)(5) of 

the Tax Code and reasonably anticipates that Post-Emergence PG&E will invoke such section, then 

the Plan Proponent, in proposing a 382(l)(5) Plan, shall disclose in its proposed disclosure statement 

or, in the case of items (c) through (e) below, a later separate notice (collectively, the “Proposed 

382(l)(5) Disclosure Statement”):

(a) Adequate information about the incremental tax benefits anticipated to be 

realized through the use of section 382(l)(5) of the Tax Code that, taking into account the Debtors’ 

anticipated net unrealized built-in gains or net unrealized built-in losses, would not otherwise be 

available;

(b) A summary of any restrictions expected to be imposed on the transferability of 

securities issued under the Plan in order to preserve such incremental tax benefits;

(c) The (i) dollar amount of Claims (by class or other applicable classification) 

expected to result in a one-percent (1%) interest in New PG&E Stock and (ii) the number of any of the 

specified interests (“Owned Interests”) in the Debtors expected to result in a one-percent (1%) interest 

in New PG&E Stock, in each case based upon then-available information;

(d) A specified date (the “Determination Date”) that is not less than ten (10) 

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calendar days after the service of the notice of the hearing with respect to the Proposed 382(l)(5) 

Disclosure Statement; and

(e) A specified date (the “Reporting Deadline”) that is not less than five (5) 

calendar days after the Determination Date, by which persons (including Entities, which for purposes 

of the Claims Procedures also includes an “entity” within the meaning of Treasury Regulations section 

1.382-3(a)) must serve on various parties the notice required by these Procedures (the “Notice of 

Substantial Claim Ownership”).

In the event that items (c) through (e) above are disclosed in a separate notice after the 

filing of the proposed disclosure statement, such items shall also be disclosed in a separate filing with 

the Securities and Exchange Commission on Form 8-K.

(3) Notice of Substantial Claim Ownership.

(a) Any person (including any Entity) that beneficially owns either (i) more than a 

specified amount of Claims2 or (ii) a lower amount of Claims that (based on the applicable information 

set forth in the Proposed 382(l)(5) Disclosure Statement), when taking into account any Owned 

Interests beneficially owned by a holder of Claims (including pursuant to the applicable aggregation 

rules), could result in such holder of Claims holding the Applicable Percentage of New PG&E Stock, 

in each case as of the Determination Date, shall serve upon the Plan Proponent and its counsel (and the 

Debtors and their counsel if not the Plan Proponent), counsel to the lenders under the Debtors’ 

proposed debtor in possession financing facility (the “DIP Lenders”), and counsel to any statutory 

committees appointed in the Chapter 11 Cases (each, an “Official Committee”) a Notice of 

Substantial Claim Ownership, in substantially the form annexed to the Final Order as Exhibit 5 (or as 

adjusted and annexed to the Proposed 382(l)(5) Disclosure Statement) on or before the Reporting 

Deadline. Such person also shall set forth in the Notice of Substantial Claim Ownership its beneficial 

ownership, if any, of any Owned Interests and whether it agrees to refrain from acquiring beneficial 

ownership of additional Owned Interests (and Options to acquire the same) until after the effective date 

of the 382(l)(5) Plan and to immediately dispose of any Owned Interests or Options (if acquired on or 

 2 This “specified amount” is to be reasonably established by the Plan Proponent, taking into account 

the terms of the 382(l)(5) Plan, and disclosed in the Proposed 382(l)(5) Disclosure Statement. The 

“specified amount” may be expressed by class or type of Claim(s), if applicable.

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after the Petition Date and prior to submitting its Notice of Substantial Claim Ownership). A person 

(including any Entity) that is required to file a Notice of Substantial Claim Ownership may or may not 

be a Substantial Claimholder. The standard for a person’s (including an Entity’s) being required to file 

a Notice of Substantial Claim Ownership is different than the definition of a Substantial Claimholder. 

At the election of the Substantial Claimholder, the Notice of Substantial Claim Ownership to be filed 

with the Bankruptcy Court (but not the Notice of Substantial Claim Ownership that is served upon the 

Debtors, the attorneys for the Debtors, and the attorneys for any Official Committee) may be redacted 

to exclude the Substantial Claimholder’s taxpayer identification number. 

(b) In order to assist in determining their eligibility to avail themselves of the relief 

set forth in section 382(l)(5) of the Tax Code, the Debtors may request3

 from any person (including 

any Entity) that beneficially owns either (i) more than a specified amount of Claims (which may be 

expressed by class or type of Claim(s), if applicable) or (ii) a lower amount of Claims that, when 

taking into account the Owned Interests beneficially owned by a holder of Claims (including pursuant 

to the applicable aggregation rules), could result in such holder of Claims holding the Applicable 

Percentage of New PG&E Stock, in each case as of the date specified in such request, information 

regarding its beneficial ownership of Claims and Owned Interests (and Options to acquire the same) 

prior to the filing of the Proposed 382(l)(5) Disclosure Statement, in a manner consistent with these 

Procedures. In addition, the Debtors shall disclose such request in a separate filing with the Securities 

and Exchange Commission on Form 8-K.

(c) Any person (including any Entity) that fails to comply with its notification 

obligations set forth in this paragraph shall, in addition to the consequences set forth in paragraph 

B(5)(g) below, be subject to such remedy as the Bankruptcy Court may find appropriate upon motion 

by the Debtors, after service of the motion upon such person and a hearing on the motion in 

accordance with the Federal Rules of Bankruptcy Procedure, including, without limitation, ordering 

such noncompliant person (including any Entity) to divest itself promptly of any beneficial ownership 

of Claims to the extent of such person’s ownership of an Excess Amount (as defined herein) and

 3 For purposes of making this determination, such request shall include information comparable to the 

information that would be required in a Proposed 382(l)(5) Disclosure Statement pursuant to these 

Procedures.

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imposing monetary damages for any costs reasonably incurred by the Debtors that were caused by the 

violation and enforcement of this paragraph.

(4) Claims Trading Before and After Determination Date.

(a) Any person (including any Entity) generally may trade freely and make a market 

in Claims until the Determination Date.

(b) After the Determination Date, any acquisition of Claims by a person who filed 

or was required to file a Notice of Substantial Claim Ownership or by a person who would be required 

to file a Notice of Substantial Claim Ownership as a result of the consummation of the contemplated 

transaction if the proposed acquisition date had been the Determination Date (each, a “Proposed 

Claims Transferee”) shall not be effective unless consummated in compliance with these Procedures.

(c) At least ten (10) business days prior to the proposed date of any acquisition of 

Claims by a Proposed Claims Transferee (a “Proposed Claims Acquisition Transaction”), such 

Proposed Claims Transferee shall serve upon the Plan Proponent and its counsel (and the Debtors and 

their counsel if not the Plan Proponent), counsel to the DIP Lenders, and counsel to any Official 

Committee a notice of such Proposed Claims Transferee’s request to purchase, acquire, or otherwise 

accumulate a Claim (a “Claims Acquisition Request”), in substantially the form annexed to the Final 

Order as Exhibit 6, which describes specifically and in detail the Proposed Claims Acquisition 

Transaction, regardless of whether such transfer would be subject to the filing, notice, and hearing 

requirements set forth in Bankruptcy Rule 3001. At the election of the Substantial Claimholder, the 

Claims Acquisition Request to be filed with the Bankruptcy Court (but not the Claims Acquisition 

Request that is served upon the Debtors, the attorneys for the Debtors, and the attorneys for the 

Official Committee) may be redacted to exclude the Substantial Claimholder’s taxpayer identification 

number.

(d) The Plan Proponent may determine, in consultation with the Debtors (if not the 

Plan Proponent), counsel to any Official Committee and counsel to the DIP Lenders, whether to 

approve a Claims Acquisition Request. If the Plan Proponent does not approve a Claims Acquisition 

Request in writing within eight (8) business days after the Claims Acquisition Request is filed with the 

Court, the Claims Acquisition Request shall be deemed rejected. 

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(5) Creditor Conduct and Sell-Down.

(a) To permit reliance by the Debtors on Treasury Regulations section 1.382-

9(d)(3), upon the entry of the Final Order, any Substantial Claimholder that participates in formulating 

any chapter 11 plan of or on behalf of the Debtors (which shall include, without limitation, making any 

suggestions or proposals to the Debtors or their advisors with regard to such a Plan) shall not disclose 

or otherwise make evident to the Debtors that any Claims in which such Substantial Claimholder has a 

beneficial ownership are Newly Traded Claims, unless compelled to do so by an order of a court of 

competent jurisdiction or some other applicable legal requirement, provided, however, that the 

following activities shall not constitute participation in formulating a Plan if, in pursuing such 

activities, the Substantial Claimholder does not disclose or otherwise make evident (unless compelled 

to do so by an order of a court of competent jurisdiction or some other applicable legal requirement) to 

the Debtors that such Substantial Claimholder has beneficial ownership of Newly Traded Claims: 

filing an objection to a proposed disclosure statement or to confirmation of a proposed Plan; voting to 

accept or reject a proposed Plan; reviewing or commenting on a proposed business plan; providing 

information on a confidential basis to counsel to the Debtors; holding general membership on an

official committee or an ad hoc committee; or taking any action required by an order of the Bankruptcy 

Court.

(b) Following the Determination Date, if the Plan Proponent determines that 

Substantial Claimholders must sell or transfer all or a portion of their beneficial ownership of Claims 

in order that the requirements of section 382(l)(5) of the Tax Code will be satisfied, the Plan Proponent 

may file a motion with the Bankruptcy Court for entry of an order—after notice to counsel to any 

Official Committee, counsel to the DIP Lenders, and the relevant Substantial Claimholder(s) and a 

hearing—approving the issuance of a notice (each, a “Sell-Down Notice”) that such Substantial 

Claimholder must sell, cause to sell, or otherwise transfer a specified amount of its beneficial 

ownership of Claims (by class or other applicable classification) equal to the excess of (x) the amount 

of Claims beneficially owned by such Substantial Claimholder over (y) the Maximum Amount for 

such Substantial Claimholder (such excess amount, an “Excess Amount”). The motion shall be heard 

on expedited basis such that the Bankruptcy Court can render a decision on the motion at or before the 

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hearing on confirmation of the 382(l)(5) Plan. If the Bankruptcy Court approves the Plan Proponent’s 

motion for the issuance of a Sell-Down Notice, the Plan Proponent shall provide the Sell-Down Notice 

to the relevant Substantial Claimholder(s).

(c) Notwithstanding anything to the contrary in these Procedures, no Substantial 

Claimholder shall be required to sell, cause to sell, or otherwise transfer any beneficial ownership of 

Claims if such sale would result in the Substantial Claimholder’s beneficial ownership of an aggregate 

amount of Claims (by class or other applicable classification) that is less than such Substantial 

Claimholder’s Protected Amount.

(d) Each Sell-Down Notice shall direct the Substantial Claimholder to sell, cause to 

sell, or otherwise transfer its beneficial ownership of the amount of Claims specified in the Sell-Down 

Notice to Permitted Transferees (each sale or transfer, a “Sell-Down”), provided, however, that such 

Substantial Claimholder shall not have a reasonable basis to believe that any such Permitted Transferee 

would own, immediately after the contemplated transfer, an Excess Amount of Claims and provided, 

further, that a Substantial Claimholder that has properly notified the Permitted Transferee of its Claims 

under these Procedures shall not be treated as having such reasonable basis in the absence of 

notification or actual knowledge that such Permitted Transferee would own, after the transfer, an 

Excess Amount of Claims.

(e) By the date that is the later of (i) five (5) business days after the entry of an 

order confirming the 382(l)(5) Plan and (ii) such other date specified in the Sell-Down Notice, as 

applicable, but before the effective date of the 382(l)(5) Plan (the “Sell-Down Date”), each Substantial 

Claimholder subject to a Sell-Down Notice shall, as a condition to receiving New PG&E Stock, serve 

upon the Plan Proponent and its counsel (and the Debtors and their counsel if not the Plan Proponent), 

counsel to the DIP Lenders, and counsel to any Official Committee a notice substantially in the form 

annexed to the Final Order as Exhibit 7 that such Substantial Claimholder has complied with the terms 

and conditions set forth in these Procedures and that such Substantial Claimholder does not and will 

not hold an Excess Amount of Claims as of the Sell-Down Date and at all times through the effective 

date of the 382(l)(5) Plan (each, a “Notice of Compliance”). Any Substantial Claimholder who fails 

to comply with this provision shall not receive New PG&E Stock with respect to any Excess Amount 

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of Claims. At the election of the Substantial Claimholder, the Notice of Compliance to be filed with 

the Bankruptcy Court (but not the Notice of Compliance that is served upon the Debtors, the attorneys 

for the Debtors, and the attorneys for any Official Committee) may be redacted to exclude the 

Substantial Claimholder’s taxpayer identification number. 

(f) Other than information that is public or in connection with any filing with, or 

audit or other investigation by, the IRS or other taxing authority, the Plan Proponent shall keep all 

Notices of Compliance and any additional information provided by a Substantial Claimholder pursuant 

to these Procedures (the “Confidential Information”) strictly confidential and shall not disclose the 

Confidential Information to any other person (including any Entity), provided, however, that the Plan 

Proponent may disclose the identity of the Substantial Claimholder to its counsel and professional 

financial advisors, counsel to and the professional financial advisors of any Official Committee or the 

DIP Lenders, and of any other person(s) that are subject to a nondisclosure agreement with the Plan 

Proponent, each of whom shall keep all Confidential Information strictly confidential, subject to 

further order of the Bankruptcy Court, and provided, further, that to the extent the Plan Proponent 

reasonably determines such Confidential Information is necessary to demonstrate to the Bankruptcy 

Court the need for the issuance of a Sell-Down Notice, such Confidential Information (determined by, 

among other things, whether such information was redacted in any public filing) shall be filed with the 

Bankruptcy Court under seal.

(g) Any person (including any Entity) that violates its obligations under these 

Procedures applicable to Claims or, if applicable, its agreement not to acquire beneficial ownership of 

Owned Interests (and Options to acquire the same) or to immediately dispose of any Owned Interests 

(if acquired on or after the Petition Date but prior to submitting its Notice of Substantial Claim 

Ownership) in its Notice of Substantial Claim Ownership shall, pursuant to these Procedures, be 

precluded from receiving, directly or indirectly, any consideration consisting of a beneficial ownership 

of New PG&E Stock that is attributable to the Excess Amount of Claims for such person and, if 

applicable, to the Owned Interests acquired (or not immediately disposed of) in violation of such 

agreement by such person (or if the Owned Interests acquired (or not immediately disposed of) in 

violation of such agreement become beneficial ownership of New PG&E Stock without the need to 

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receive new equity interests, such person shall be precluded as a result of such violation (and, thus, in 

addition to any other amounts otherwise precluded hereunder) from receiving, directly or indirectly, 

any consideration consisting of a beneficial ownership of New PG&E Stock attributable to such 

person’s Claims up to and including an amount equivalent to that represented by such Owned 

Interests), in each case including any consideration in lieu thereof, provided, however, that such person 

may be entitled to receive any other consideration to which such person may be entitled by virtue of 

holding Claims (this provision, the “Equity Forfeiture Provision”). Any purported acquisition of, or 

other increase in the beneficial ownership of, New PG&E Stock that is precluded by the Equity 

Forfeiture Provision will be an acquisition of “Forfeited Equity.” Any acquirer of Forfeited Equity 

shall, promptly upon becoming aware of such fact, return or cause to return the Forfeited Equity to the 

Debtors (or any successor to the Debtors, including Post-Emergence PG&E) or, if all of the equity 

consideration properly issued to such acquirer and all or any portion of such Forfeited Equity have 

been sold prior to the time such acquirer becomes aware of such fact, such acquirer shall return or 

cause to return to the Debtors (or any successor to the Debtors, including Post-Emergence PG&E) (i) 

any Forfeited Equity still held by such acquirer and (ii) the proceeds attributable to the sale of 

Forfeited Equity, calculated by treating the most recently sold equity as Forfeited Equity. Any 

acquirer that receives Forfeited Equity and deliberately fails to comply with the preceding sentence 

shall be subject to such additional sanctions as the Bankruptcy Court may determine. Any Forfeited 

Equity returned to the Debtors, including Post-Emergence PG&E, shall be distributed (including a 

transfer to charity) or extinguished, in the Debtors’ sole discretion, in furtherance of the 382(l)(5) Plan.

(h) In effecting any sale or other transfer of Claims pursuant to a Sell-Down Notice, 

a Substantial Claimholder shall, to the extent that it is reasonably feasible to do so within the normal 

constraints of the market in which such sale takes place, notify the acquirer of such Claims of the 

existence of these Procedures and the Equity Forfeiture Provision (it being understood that, in all cases 

in which there is direct communication between a salesperson and a customer, including, without 

limitation, communication via telephone, e-mail, and instant messaging, the existence of these 

Procedures and the Equity Forfeiture Provision shall be included in such salesperson’s summary of the 

transaction).

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(6) Exceptions. 

(a) No person (including any Entity) shall be subject to the approval provisions of 

paragraph B(4)(b)–(d) above or, in the case of Claims that are part of the transferor’s Protected 

Amount, the sell-down provisions of paragraph B(5) above with respect to any transfer described in 

Treasury Regulations section 1.382-9(d)(5)(ii) so long as such transfer is not for a principal purpose of 

obtaining New PG&E Stock or permitting the transferee to benefit from the losses of the Debtors 

within the meaning of Treasury Regulations section 1.382-9(d)(5)(iii), provided, however, that any 

such transferee who becomes a Substantial Claimholder following the filing of a Proposed 382(l)(5) 

Disclosure Statement shall serve upon the Plan Proponent and its counsel (and the Debtors and their 

counsel if not the Plan Proponent), counsel to the DIP Lenders, and counsel to any Official Committee, 

a notice of such status, substantially in the form annexed to the Final Order as Exhibit 5, as provided 

in these Procedures.

(b) For the avoidance of doubt, the trustee of any trust, any indenture trustee, 

subordination agent, registrar, paying agent, transfer agent, loan or collateral agent, or any other entity 

serving in a similar capacity however designated, in each case for any Claim or any Ownership 

Interests, notes, bonds, debentures, property, or other debt securities or obligations (collectively, the 

“Debt Securities”) (i) issued by any of the Debtors, (ii) secured by assets of any of the Debtors or 

agreements with respect to such assets, or (iii) secured by assets leased to any of the Debtors shall not 

be treated as a Substantial Claimholder solely to the extent that such entities are acting in the capacity 

described above, provided, however, that neither any transferee of Claims nor any equity or beneficial 

owner of a trust shall be excluded from these Procedures solely by reason of this provision.

C. Noncompliance with the Procedures

Any transfer of PG&E Stock in violation of these Procedures shall be null and void ab initio as 

an act in violation of the automatic stay under section 362 of the Bankruptcy Code and pursuant to the 

Bankruptcy Court’s equitable powers under section 105(a) of the Bankruptcy Code. Any acquisition, 

disposition, or trading of Claims against the Debtors in violation of these Procedures shall be null and 

void ab initio as an act in violation of the automatic stay under section 362 of the Bankruptcy Code 

and pursuant to the Bankruptcy Court’s equitable powers under section 105(a) of the Bankruptcy 

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FINAL ORDER ESTABLISHING NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 1

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Code. Furthermore, any person (including any Entity) that acquires PG&E Stock or acquires, disposes 

of or trades Claims against the Debtors in violation of these Procedures shall be subject to sanctions as 

provided by law.

D. Debtors’ Right to Waive

The Debtors may waive, in writing, any and all restrictions, stays, and notification 

Procedures contained in this Notice, provided, however, that after a 382(l)(5) Plan has been 

properly filed by a Plan Proponent (other than by, or jointly with, the Debtors) and is still 

actively being pursued before this Court, the consent of such Plan Proponent also shall be 

necessary for any subsequent waiver to be effective.

Dated: San Francisco, California BY ORDER OF THE COURT

________________________, 2019

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Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

In re:

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Tax I.D. No. 94-3234914

Case Nos. 19-______ (___)

Bankruptcy Case

No. 19-______30088 (___DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] FINAL ORDER PURSUANT TO

PURSUANT TO 11 U.S.C. §§ 105(A) AND 362

ESTABLISHING NOTIFICATION

PROCEDURES AND CERTAIN

RESTRICTIONS REGARDING OWNERSHIP

AND ACQUISITIONS OF STOCK OF, AND

CLAIMS AGAINST, THE DEBTORS

Date:

Time:

Place:

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice pending)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice pending)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice pending)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

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[PROPOSED] INTERIM ORDER ESTABLISHING

NOTIFICATION PROCEDURES – EXHIBIT A

2 CASE NO. XXXXXXXX

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In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Tax I.D. No. 94-3234914

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

Case Nos. 19-______ (___)

Bankruptcy Case

No. 19-______30088 (___DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] FINAL ORDER PURSUANT TO

PURSUANT TO 11 U.S.C. §§ 105(A) AND 362

ESTABLISHING NOTIFICATION

PROCEDURES AND CERTAIN

RESTRICTIONS REGARDING OWNERSHIP

AND ACQUISITIONS OF STOCK OF, AND

CLAIMS AGAINST, THE DEBTORS

Date:

Time:

Place:

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Upon the Motion, dated _______January 29, 2019 (the “Motion”),1 of PG&E Corporation

(“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in

possession (collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the

“Chapter 11 Cases”), pursuant to sections 105(a) and 362 of title 11 of the United States Code (the

“Bankruptcy Code”), for entry of interim and final orders establishing procedures to protect the

potential value of the Debtors’ consolidated net operating loss carryforwards (the “NOLs”) and other

tax benefits (collectively, the “Tax Attributes”) for use in connection with the reorganization of the

Debtors, all as more fully set forth in the Motion; and this Court having jurisdiction to consider the

Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, Order Referring

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and Rule

5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the Northern District

of California (the “Bankruptcy Local Rules”); and consideration of the Motion and the requested

relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice

of the Motion as provided to the parties listed therein is reasonable and sufficient under the

circumstances, and it appearing that no other or further notice need be provided; and this Court having

reviewed the Motion and the Wells Declaration (as amended on February 2, 2019 [Docket No. 263)];

and this Court having held a hearings onto consider the relief requested in the Motion on an interim and

final basis; and this Court having previously entered an order granting interim relief with respect to the

Motion [Docket No. 212]; and this Court having determined that the legal and factual bases set forth in

the Motion establish just cause for the relief granted herein,; and it appearing that the relief requested in

the Motion is in the best interests of the Debtors, their estates, creditors, shareholders, and all parties in

interest; and upon all of the proceedings had before this Court and after due deliberation and sufficient

cause appearing therefor,

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such

terms in the Motion.

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IT IS HEREBY ORDERED THAT:

1. The Motion is granted on a final basis, as provided herein.

2. The provisions of this Final Order shall be effective nunc pro tunc to the Petition Date.

3. The restrictions, notification requirements, and other procedures annexed hereto as

Exhibit 1 (the “Procedures”) are hereby approved and shall apply to all trading and transfers of stock

of, and Claims against, the Debtors.

4. Any transfer of PG&E Stock or Claims against the Debtor in violation of the Procedures

shall be null and void ab initio as an act in violation of the automatic stay under section 362 of the

Bankruptcy Code and pursuant to this Court’s equitable powers under section 105(a) of the

Bankruptcy Code.

5. Any person (including any Entity) or Acquiring Group that acquires PG&E Stock or

transfers Claims against the Debtor in violation of this Order or the Procedures or that otherwise fails

to comply with their requirements, shall be subject to such sanctions as this Court may consider

appropriate pursuant to this Court’s equitable power under section 105(a) of the Bankruptcy Code.

6. The notices substantially in the forms annexed hereto as Exhibit 2, Exhibit 3, Exhibit

4, Exhibit 5, Exhibit 6 and Exhibit 7 are hereby approved.

7. Within three (3) business days of the entry of this Order, the Debtors shall send the

notice of this Order (the “Notice of Final Order”) annexed hereto as Exhibit 7 to all parties that were

served with notice of the Motion, publish the Notice of Final Order once in the national edition of The

New York Times and the San Francisco Chronicle, and post the Procedures to the website established

by Prime Clerk LLC for these chapter 11 cases (which website address shall be identified in the Notice

of Final Order), such notice being reasonably calculated to provide notice to all parties that may be

affected by the Procedures, whether known or unknown, and no further notice of the Procedures shall

be necessary.

8. Nothing herein shall preclude any person (including any Entity) or Acquiring Group

desirous of purchasing or transferring any interest in, or Claims against, the Debtors from requesting

relief from this Final Order from this Court, subject to the Debtors’ rights to oppose such relief.

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9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of

the Motion.

10. The relief granted in this Final Order is intended solely to permit the Debtors to protect,

preserve, and maximize the value of their Tax Attributes; accordingly, other than to the extent that this

Order expressly conditions or restricts trading and transfers of stock of, or Claims against, the Debtor,

nothing in this Final Order or in the Motion shall, or shall be deemed to, prejudice, impair, or otherwise

alter or affect the rights of any holders of stock of, or Claims against, the Debtors, including in

connection with the treatment of any such stock or claims under any chapter 11 plan or any applicable

bankruptcy court order.

11. The requirements set forth in this Final Order are in addition to the requirements of

Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws and do not excuse

noncompliance therewith.

12. The entry of this Final Order shall in no way be deemed a determination that entry of a

Sell-Down Notice is necessary or warranted in this chapter 11 cases, and this Court’s review of any

future request for entry of a Sell-Down Notice shall be without regard to the entry of this Order.

13. The entry of this Final Order shall in no way prejudice the rights of any party to oppose

the entry of a Sell-Down Notice, on any grounds, and all such rights are expressly preserved hereby.

14. Nothing contained in this Final Order or in the Motion is intended to be or shall be

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy

Code. Likewise any payment made pursuant to this Final Order is not intended to be and shall not be

construed as an admission of the validity of any claim or a waiver of the Debtors’ rights to dispute such

claim subsequently.

15. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to

create, any rights in favor of or enhance the status of any claim held by, any party.

16. The Debtors are authorized to take all steps necessary or appropriate to carry out this

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Final Order.

17. The Court shall retain jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of this Final Order.

** END OF ORDER **

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Exhibit 1 to Final Order

Procedures

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Bankruptcy Case Nos.19-

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

NOTICES, RESTRICTIONS, AND OTHER

PROCEDURES REGARDING OWNERSHIP

AND TRANSFERS OF STOCK OF, AND

CLAIMS AGAINST, THE DEBTORS

Date:

Time:

Place:

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

In re:

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Tax I.D. No. 94-3234914

TO ALL PERSONS (INCLUDING ENTITIES) WITH CLAIMS AGAINST OR STOCK

OWNERSHIP OF THE DEBTORS:

Pursuant to that certain Final Order Establishing Notification Procedures and Approving

Restrictions on Certain Transfers of Stock of, and Claims Against, the Debtors (the “Final Order”)

entered by the United States Bankruptcy Court for the Northern District of California

(the “Bankruptcy Court”) on ____________, 2019, Docket No. [____], the following restrictions,

notification requirements, and/or other procedures (collectively, the “Procedures”) apply to all trading

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and transfers of stock of, and Claims1 against, the Debtors.

A. PG&E Stock Restrictions

(1) Definitions. For purposes of these Procedures, the following terms have the following

meanings:

(a) “PG&E Corp.” shall mean PG&E Corporation.

(b) “Utility” shall mean Pacific Gas and Electric Company.

(c) “Common Stock” shall mean common stock issued by PG&E Corp.

(d) “Preferred Stock” shall mean preferred stock issued by Utility.

(e) “Option” shall mean any contingent purchase, warrant, convertible debt, put,

stock subject to risk of forfeiture, contract to acquire stock, or similar interest regardless of whether it

is contingent or otherwise not currently exercisable.

(f) “PG&E Stock” shall mean, collectively, Common Stock and Preferred Stock.

For the avoidance of doubt, by operation of the definition of beneficial ownership, an owner of an

Option to acquire PG&E Stock may be treated as the owner of such PG&E Stock.

(g) “Beneficial ownership” of PG&E Stock and Options to acquire PG&E Stock

shall be determined in accordance with section 382 of the title 26 of the United States Code (the “Tax

Code”), the regulations promulgated by the U.S. Department of Treasury under the Tax Code (the

“Treasury Regulations”), and rulings issued by the Internal Revenue Service (the “IRS”), and as

described herein, and, thus, to the extent provided in those sources, from time to time shall include,

without limitation, (i) direct and indirect ownership (but determined without regard to any rule that

treats stock of an entity as to which the constructive ownership rules apply as no longer owned by that

entity), e.g., a holding company would be considered to beneficially own all stock owned or acquired

by its subsidiaries, (ii) ownership by a holder’s family members, (iii) ownership by any Entity, and (iv)

to the extent set forth in Treasury Regulations section 1.382-4, the ownership of an Option to acquire

1

 Capitalized terms used but not defined herein (in particular, see definitions in paragraphs A(1) and

B(1) below) shall have the meanings ascribed to them in the Final Order.

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PG&E Stock.

(h) “Acquiring Group” shall mean any group of persons (including any Entity) that

has a plan or arrangement to acquire beneficial ownership of the stock of more than one Debtor within

the meaning of Treasury Regulations section 1.1502-92(c)(3)(i).

(i) “Entity” shall mean any “entity” as such term is defined in Treasury Regulations

section 1.382-3(a), including any group of persons acting pursuant to a formal or informal

understanding among themselves to make a coordinated acquisition of PG&E Stock.

(j) “Substantial Stockholder” shall mean any person (including any Entity) or

Acquiring Group that beneficially owns at least 24.6 million shares of Common Stock (representing

approximately 4.75% of all issued and outstanding shares of Common Stock).

(2) Notice of Substantial Ownership. Any person (including any Entity) or Acquiring

Group that beneficially owns, at any time on or after the Petition Date, PG&E Stock in an amount

sufficient to qualify such person or Acquiring Group as a Substantial Stockholder shall serve upon (a)

PG&E Corporation, 77 Beale Street, P.O. Box 770000 San Francisco, California 94177 (Attn: Chris

Foster); (b) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn:

Stephen Karotkin, Esq.; Jessica Liou, Esq.; Matthew Goren, Esq.; Kevin Bostel, Esq.), as proposed

counsel to the Debtors; and (c) counsel to any statutory committees appointed in the Chapter 11 Cases

(each an “Official Committee”) (collectively, together with the Debtors, the “Disclosure Parties”) a

notice of such person’s or Acquiring Group’s substantial ownership (a “Substantial Stock Ownership

Notice”), in substantially the form annexed to the Final Order as Exhibit 2, which describes

specifically and in detail such person’s or Acquiring Group’s ownership of PG&E Stock, on or before

the date that is the later of (x) twenty (20) calendar days (the “Initial Notice Due Date”) after the

entry of the order granting the requested relief or (y) ten (10) business days after such person or

Acquiring Group qualifies as a Substantial Stockholder.

(3) Acquisition of PG&E Stock. At least fifteen (15) business days (or, if the Initial Notice

Due Date has not passed at the time of the filing of the Acquisition Notice (defined below), at least

twenty (20) business days) prior to the proposed date of any transfer of PG&E Stock or exercise of any

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Option to acquire PG&E Stock that would result in an increase in the amount of PG&E Stock

beneficially owned by any person (including any Entity) or Acquiring Group that currently is or, as a

result of the proposed acquisition transaction, would be a Substantial Stockholder (a “Proposed

Acquisition Transaction”), such person, Acquiring Group or Substantial Stockholder (a “Proposed

Transferee”) shall file with the Bankruptcy Court and serve upon the Disclosure Parties a notice of

such Proposed Transferee’s intent to purchase, acquire, or otherwise accumulate PG&E Stock (an

“Acquisition Notice”), in substantially the form annexed to the Final Order as Exhibit 3, which

describes specifically and in detail the Proposed Acquisition Transaction. At the election of the filing

person or Acquiring Group, the Acquisition Notice to be filed with the Bankruptcy Court (but not the

Acquisition Notice that is served upon the Debtors, the attorneys for the Debtors, and the attorneys for

any Official Committee) may be redacted to exclude the taxpayer identification number and the amount

of PG&E Stock beneficially owned. In connection with any inquiries by counsel (“Transferee

Counsel”) on behalf of a Proposed Transferee regarding a proposed acquisition of PG&E Stock

(whether or not an Acquisition Notice has been or will be filed), in the event that non-public

information is or may be provided to such counsel by the Debtor or its counsel, Transferee Counsel (i)

shall keep such information strictly confidential and shall not disclose such information or any part

thereof to any person (including the Proposed Transferee), except to the extent otherwise required by

law, and (ii) shall acknowledge in writing to the Debtors its obligation to comply with clause (i).

(4) Objection Procedures. The Debtors and any Official Committee shall have ten (10)

business days (or, if the Initial Notice Due Date has not passed at the time of the filing of the

Acquisition Notice, fifteen (15) business days) after the filing of an Acquisition Notice (the “Objection

Period”) to file with the Bankruptcy Court and serve on a Proposed Transferee, an objection (each, an

“Objection”) to any Proposed Acquisition described in such Acquisition Notice. If the Debtors or any

Official Committee files an Objection by the expiration of the Objection Period (the “Objection

Deadline”), then the applicable Proposed Acquisition Transaction shall not be effective unless

approved by a final and nonappealable order of the Bankruptcy Court. If neither the Debtors nor any

Official Committee file an Objection by the Objection Deadline or if the Debtors and any and all

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Official Committees provide written authorization to the Proposed Transferee approving the Proposed

Acquisition Transaction prior to the Objection Deadline, then such Proposed Acquisition Transaction

may proceed solely as specifically described in the applicable Acquisition Notice. Any further

Proposed Acquisition Transaction must be the subject of an additional Acquisition Notice and

Objection Period.

(5) Confidential Information. Other than in connection with any filing with, or audit or

other investigation by, the IRS or other taxing authority, the Disclosure Parties shall not share the

information in any Substantial Stock Ownership Notice (or in any other notice provided for in these

Procedures) with any other person, except (i) to the extent necessary to respond to a notice or other

filing with a court of competent jurisdiction in furtherance of the Final Order (including filing an

Objection) or to enforce the Final Order, (ii) to the extent otherwise required by law or (iii) to the

extent that the information contained therein is already public; provided, however, that the Debtors may

disclose the contents thereof to its counsel and professional financial advisors, and counsel to and the

professional financial advisors of any Official Committee, and of any other person(s) that are subject to

a nondisclosure agreement with the Debtors, each of whom shall keep all such information strictly

confidential and shall not disclose the contents thereof to any other person, subject to an order of the

Bankruptcy Court and except in the circumstances described in clauses (i) and (ii).

B. Claims Restrictions

(1) Definitions. For purposes of these Procedures, the following terms have the following

meanings:

(a) “PG&E Corp.” shall mean PG&E Corporation.

(b) “Post-Emergence PG&E” means the reorganized Debtors or any successor

thereto.

(c) “New PG&E Stock” means the common stock and any other equity securities

(including securities that are treated as equity securities for U.S. federal income tax purposes) of PostEmergence PG&E, including Options to acquire the same.

(d) “Entity” has the meaning as such term is defined in section 1.382-3(a) of title

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26 of the Code of Federal Regulations (the “Treasury Regulations”), including any group of persons

acting pursuant to a formal or informal understanding among themselves to make a coordinated

acquisition of Claims or New PG&E Stock.

(e) A “Claim” means any claim, as defined in section 101(5) of the Bankruptcy

Code, against any of the Debtors arising out of or relating to the period prior to the Petition Date,

whether secured or unsecured, other than (which, for the avoidance of doubt, excludes, any claims

under or in connection with the Debtors’ proposed debtor in possession financing facility (the “DIP

Loan”)).

(f) An “Option” includes any contingent purchase, warrant, convertible debt, put,

stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it

is contingent or otherwise not currently exercisable.

(g) A “382(l)(5) Plan” means a plan of reorganization (a “Plan”) that contemplates

the use of section 382(l)(5) of the title 26 of the United States Code (the “Tax Code”) by a

reorganized debtor to obtain certain incremental tax benefits.

(h) “Beneficial ownership” of a Claim or Owned Interest means:

(i) the beneficial ownership of a Claim or Owned Interest (as hereinafter

defined) as determined in accordance with applicable rules under section 382 of the Tax Code, the

Treasury Regulations, and rulings issued by the Internal Revenue Service (the “IRS”) and as described

herein (for such purpose, a Claim is treated as if it were stock) and, thus, to the extent provided in

those sources, from time to time, shall include, without limitation, (A) direct and indirect ownership

(but determined without regard to any rule that treats stock of an entity as to which the constructive

ownership rules apply as no longer owned by that entity), e.g., a holding company would be considered

to beneficially own all Claims or Owned Interests owned or acquired by its subsidiaries, (B) ownership

by a holder’s family members, and (C) ownership by any Entity, Owned Interests, and/or stock; and

(ii) the beneficial ownership of an Option (irrespective of the purpose for

which such Option was issued, created, or acquired) with respect to a Claim or Owned Interest.

(iii) For the avoidance of doubt, beneficial ownership of a Claim or Owned

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Interests also includes the beneficial ownership of any right to receive any equity consideration to be

distributed in respect of a Claim or Owned Interests pursuant to a Plan or any applicable bankruptcy

court order.

(i) “Threshold Amount” means an amount of Claims that, when taking into

account the Owned Interests beneficially owned by a holder of Claims (including under the applicable

aggregation rules), could result in such holder of Claims holding the Applicable Percentage of New

PG&E Stock. For this purpose, the beneficial ownership of an Option to acquire Owned Interests shall

be considered beneficial ownership of Owned Interests.

Notwithstanding the foregoing, if a beneficial owner of Claims does not agree to refrain

from acquiring beneficial ownership of additional Owned Interests (and Options to acquire the same)

or to dispose of immediately any such Owned Interests or Options (if acquired on or after the Petition

Date but prior to submitting its Notice of Substantial Claim Ownership (as hereinafter defined)), the

Threshold Amount for such beneficial owner of Claims shall be the “Minimum Threshold Amount,”

which shall be the amount of Claims beneficially owned by a holder of Claims continuously from the

Petition Date to the Sell-Down Date (as hereinafter defined).

(j) A “Substantial Claimholder” means any person (including any Entity) that

beneficially owns an aggregate dollar amount of Claims against the Debtors, or any Entity controlled

by such person through which such person beneficially owns Claims against the Debtors, of more than

the Threshold Amount, excluding Claims under or in connection with the DIP Loan.

For the avoidance of doubt, section 382 of the Tax Code, the Treasury Regulations, and

all relevant IRS and judicial authority shall apply in determining whether the Claims of several persons

and/or Entities must be aggregated when a person’s (including an Entity’s) status as a Substantial

Claimholder (for such purpose, a Claim is treated as if it were stock).

(k) “Applicable Percentage” means, if only one class of New PG&E Stock is to be

issued pursuant to the terms of a 382(l)(5) Plan and holders within each class of Claims receiving New

PG&E Stock will receive a pro rata distribution of the New PG&E Stock, 4.75% of the number of

shares of New PG&E Stock that the Debtors reasonably estimate will be outstanding immediately after

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the effective date of such 382(l)(5) Plan, as determined for U.S. federal income tax purposes. If more

than one class of New PG&E Stock is to be distributed pursuant to the terms of a 382(l)(5) Plan or if

holders within a class of Claims may receive a disproportionate distribution of New PG&E Stock

relative to other holders in the same class, the Applicable Percentage shall be determined by the

Debtors in their reasonable judgment in a manner consistent with the estimated range of values for the

equity to be distributed (as reflected in the valuation analysis set forth in the 382(l)(5) Plan and

disclosure statement) and shall be expressed in a manner that makes clear the number of shares or other

interests in each class of New PG&E Stock that would constitute the Applicable Percentage.

(l) “Holdings Report” means a Notice of Substantial Claim Ownership (as

hereinafter defined) received by the Debtors with respect to the Determination Date.

(m) “Maximum Amount” means the maximum amount of Claims (by class or other

applicable classification of Claims) that may be held, as of the effective date of the 382(l)(5) Plan, by a

Substantial Claimholder that was a Substantial Claimholder as of the Determination Date, which the

Debtors shall calculate as follows:

(i) Based upon the information provided by the Substantial Claimholders in

the Holdings Reports, the Debtors shall calculate the aggregate amount of Claims that all such

Substantial Claimholders must sell as a group to effectuate the 382(l)(5) Plan (the “Sell-Down

Amount”);

(ii) The Debtors shall calculate for each Substantial Claimholder the amount

of such Substantial Claimholder’s pro rata share of the Sell-Down Amount (i.e., the Sell-Down

Amount multiplied by a fraction, (x) the numerator of which is the amount, if any, of Claims identified

in such Substantial Claimholder’s Holdings Report minus the greater of (A) the applicable Threshold

Amount and (B) the Protected Amount for such Substantial Claimholder, and (y) the denominator of

which is the aggregate amount of Claims identified in all of the Substantial Claimholders’ Holdings

Reports minus the greater of (A) the aggregate applicable Threshold Amount for all Substantial

Claimholders and (B) the aggregate Protected Amount of all Substantial Claimholders; and

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(iii) For each such Substantial Claimholder, the Debtors shall subtract from

the total Claims held by such Substantial Claimholder (as reported in the Holdings Report) such

Substantial Claimholder’s pro rata share of the Sell-Down Amount. The difference shall be the

Maximum Amount.

(n) “Newly Traded Claims” means Claims (i) with respect to which a person

(including any Entity) acquired beneficial ownership after the date that was eighteen (18) months prior

to the Petition Date and (ii) that are not “ordinary course” Claims, within the meaning of Treasury

Regulations section 1.382-9(d)(2)(iv), of which the same person (including any Entity) always has had

beneficial ownership.

(o) A “Permitted Transferee” with respect to a Substantial Claimholder is a person

(including any Entity) whose holding of a Claim would not result in such Substantial Claimholder

having beneficial ownership of such Claim.

(p) “Protected Amount” means the amount of Claims (by class or other applicable

classification) of which a holder had beneficial ownership on the Petition Date plus the amount of

Claims of which such holder acquires, directly or indirectly, beneficial ownership pursuant to trades

entered into prior to the Petition Date, but that had not yet closed as of the Petition Date, and the

amount of Claims of which such holder acquires, directly or indirectly, beneficial ownership pursuant to

trades entered into after the Petition Date that have been approved by the Debtors in accordance with

these Procedures minus the amount of Claims of which such holder sells, directly or indirectly,

beneficial ownership pursuant to trades entered into prior to the Petition Date, but that had not yet

closed as of the Petition Date. For the avoidance of doubt, there shall be included in the Protected

Amount of a claimant that is an insurer under an insurance policy, a guarantor or an issuer of a letter of

credit or similar security arrangement as described in Treasury Regulations section 1.382-9(d)(5)(ii)(G)

on the Petition Date, any Claims transferred to such claimant pursuant to a subrogation under such

insurance policy or such guarantee, letter of credit or similar security arrangement on or after the

Petition Date (without the need for any prior approval by the Debtors), so long as such transfer is not

for a principal purpose of obtaining New PG&E Stock or permitting the transferee to benefit from the

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losses of the Debtors within the meaning of Treasury Regulations section 1.382-9(d)(5)(iii).

(2) Disclosure of 382(l)(5) Plan. If the proponent of a Plan (a “Plan Proponent”)

determines that the reorganized Debtors likely will benefit from the application of section 382(l)(5) of

the Tax Code and reasonably anticipates that Post-Emergence PG&E will invoke such section, then

the Plan Proponent, in proposing a 382(l)(5) Plan, shall disclose in its proposed disclosure statement

or, in the case of items (c) through (e) below, a later separate notice (collectively, the “Proposed

382(l)(5) Disclosure Statement”):

(a) Adequate information about the incremental tax benefits anticipated to be

realized through the use of section 382(l)(5) of the Tax Code that, taking into account the Debtors’

anticipated net unrealized built-in gains or net unrealized built-in losses, would not otherwise be

available;

(b) A summary of any restrictions expected to be imposed on the transferability of

securities issued under the Plan in order to preserve such incremental tax benefits;

(c) The (i) dollar amount of Claims (by class or other applicable classification)

expected to result in a one-percent (1%) interest in New PG&E Stock and (ii) the number of any of the

specified interests (“Owned Interests”) in the Debtors expected to result in a one-percent (1%)

interest in New PG&E Stock, in each case based upon then-available information;

(d) A specified date (the “Determination Date”) that is not less than ten (10)

calendar days after the service of the notice of the hearing with respect to the Proposed 382(l)(5)

Disclosure Statement; and

(e) A specified date (the “Reporting Deadline”) that is not less than five (5)

calendar days after the Determination Date, by which persons (including Entities, which for purposes

of the Claims Procedures also includes an “entity” within the meaning of Treasury Regulations section

1.382-3(a)) must serve on various parties the notice required by these Procedures (the “Notice of

Substantial Claim Ownership”).

In the event that items (c) through (e) above are disclosed in a separate notice after the

filing of the proposed disclosure statement, such items shall also be disclosed in a separate filing with

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the Securities and Exchange Commission on Form 8-K.

(3) Notice of Substantial Claim Ownership.

(a) Any person (including any Entity) that beneficially owns either (i) more than a

specified amount of Claims2 or (ii) a lower amount of Claims that (based on the applicable information

set forth in the Proposed 382(l)(5) Disclosure Statement), when taking into account any Owned

Interests beneficially owned by a holder of Claims (including pursuant to the applicable aggregation

rules), could result in such holder of Claims holding the Applicable Percentage of New PG&E Stock, in

each case as of the Determination Date, shall serve upon the Plan Proponent and its counsel (and the

Debtors and their counsel if not the Plan Proponent), counsel to the lenders under the Debtors’

proposed debtor in possession financing facility (the “DIP Lenders”), and counsel to any statutory

committees appointed in the Chapter 11 Cases (each, an “Official Committee”) a Notice of

Substantial Claim Ownership, in substantially the form annexed to the Final Order as Exhibit 5 (or as

adjusted and annexed to the Proposed 382(l)(5) Disclosure Statement) on or before the Reporting

Deadline. Such person also shall set forth in the Notice of Substantial Claim Ownership its beneficial

ownership, if any, of any Owned Interests and whether it agrees to refrain from acquiring beneficial

ownership of additional Owned Interests (and Options to acquire the same) until after the effective date

of the 382(l)(5) Plan and to immediately dispose of any Owned Interests or Options (if acquired on or

after the Petition Date and prior to submitting its Notice of Substantial Claim Ownership). A person

(including any Entity) that is required to file a Notice of Substantial Claim Ownership may or may not

be a Substantial Claimholder. The standard for a person’s (including an Entity’s) being required to file

a Notice of Substantial Claim Ownership is different than the definition of a Substantial Claimholder.

At the election of the Substantial Claimholder, the Notice of Substantial Claim Ownership to be filed

with the Bankruptcy Court (but not the Notice of Substantial Claim Ownership that is served upon the

Debtors, the attorneys for the Debtors, and the attorneys for any Official Committee) may be redacted

2

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terms of the 382(l)(5) Plan, and disclosed in the Proposed 382(l)(5) Disclosure Statement. The

“specified amount” may be expressed by class or type of Claim(s), if applicable.

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to exclude the Substantial Claimholder’s taxpayer identification number.

(b) In order to assist in determining their eligibility to avail themselves of the relief

set forth in section 382(l)(5) of the Tax Code, the Debtors may request3 from any person (including

any Entity) that beneficially owns either (i) more than a specified amount of Claims (which may be

expressed by class or type of Claim(s), if applicable) or (ii) a lower amount of Claims that, when taking

into account the Owned Interests beneficially owned by a holder of Claims (including pursuant to the

applicable aggregation rules), could result in such holder of Claims holding the Applicable Percentage

of New PG&E Stock, in each case as of the date specified in such request, information regarding its

beneficial ownership of Claims and Owned Interests (and Options to acquire the same) prior to the

filing of the Proposed 382(l)(5) Disclosure Statement, in a manner consistent with these Procedures.

In addition, the Debtors shall disclose such request in a separate filing with the Securities and Exchange

Commission on Form 8-K.

(c) Any person (including any Entity) that fails to comply with its notification

obligations set forth in this paragraph shall, in addition to the consequences set forth in paragraph

B(5)(g) below, be subject to such remedy as the Bankruptcy Court may find appropriate upon motion

by the Debtors, after service of the motion upon such person and a hearing on the motion in

accordance with the Federal Rules of Bankruptcy Procedure, including, without limitation, ordering

such noncompliant person (including any Entity) to divest itself promptly of any beneficial ownership

of Claims to the extent of such person’s ownership of an Excess Amount (as defined herein) and

imposing monetary damages for any costs reasonably incurred by the Debtors that were caused by the

violation and enforcement of this paragraph.

(4) Claims Trading Before and After Determination Date.

(a) Any person (including any Entity) generally may trade freely and make a market

in Claims until the Determination Date.

3

 For purposes of making this determination, such request shall include information comparable to the

information that would be required in a Proposed 382(l)(5) Disclosure Statement pursuant to these

Procedures.

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(b) After the Determination Date, any acquisition of Claims by a person who filed or

was required to file a Notice of Substantial Claim Ownership or by a person who would be required to

file a Notice of Substantial Claim Ownership as a result of the consummation of the contemplated

transaction if the proposed acquisition date had been the Determination Date (each, a “Proposed

Claims Transferee”) shall not be effective unless consummated in compliance with these Procedures.

(c) At least ten (10) business days prior to the proposed date of any acquisition of

Claims by a Proposed Claims Transferee (a “Proposed Claims Acquisition Transaction”), such

Proposed Claims Transferee shall serve upon the Plan Proponent and its counsel (and the Debtors and

their counsel if not the Plan Proponent), counsel to the DIP Lenders, and counsel to any Official

Committee a notice of such Proposed Claims Transferee’s request to purchase, acquire, or otherwise

accumulate a Claim (a “Claims Acquisition Request”), in substantially the form annexed to the Final

Order as Exhibit 6, which describes specifically and in detail the Proposed Claims Acquisition

Transaction, regardless of whether such transfer would be subject to the filing, notice, and hearing

requirements set forth in Bankruptcy Rule 3001. At the election of the Substantial Claimholder, the

Claims Acquisition Request to be filed with the Bankruptcy Court (but not the Claims Acquisition

Request that is served upon the Debtors, the attorneys for the Debtors, and the attorneys for the

Official Committee) may be redacted to exclude the Substantial Claimholder’s taxpayer identification

number.

(d) The Plan Proponent may determine, in consultation with the Debtors (if not the

Plan Proponent), counsel to any Official Committee and counsel to the DIP Lenders, whether to

approve a Claims Acquisition Request. If the Plan Proponent does not approve a Claims Acquisition

Request in writing within eight (8) business days after the Claims Acquisition Request is filed with the

Court, the Claims Acquisition Request shall be deemed rejected.

(5) Creditor Conduct and Sell-Down.

(a) To permit reliance by the Debtors on Treasury Regulations section 1.382-

9(d)(3), upon the entry of the Final Order, any Substantial Claimholder that participates in formulating

any chapter 11 plan of or on behalf of the Debtors (which shall include, without limitation, making any

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suggestions or proposals to the Debtors or their advisors with regard to such a Plan) shall not disclose

or otherwise make evident to the Debtors that any Claims in which such Substantial Claimholder has a

beneficial ownership are Newly Traded Claims, unless compelled to do so by an order of a court of

competent jurisdiction or some other applicable legal requirement, provided, however, that the

following activities shall not constitute participation in formulating a Plan if, in pursuing such activities,

the Substantial Claimholder does not disclose or otherwise make evident (unless compelled to do so by

an order of a court of competent jurisdiction or some other applicable legal requirement) to the

Debtors that such Substantial Claimholder has beneficial ownership of Newly Traded Claims: filing an

objection to a proposed disclosure statement or to confirmation of a proposed Plan; voting to accept or

reject a proposed Plan; reviewing or commenting on a proposed business plan; providing information

on a confidential basis to counsel to the Debtors; holding general membership on an official committee

or an ad hoc committee; or taking any action required by an order of the Bankruptcy Court.

(b) Following the Determination Date, if the Plan Proponent determines that

Substantial Claimholders must sell or transfer all or a portion of their beneficial ownership of Claims in

order that the requirements of section 382(l)(5) of the Tax Code will be satisfied, the Plan Proponent

may file a motion with the Bankruptcy Court for entry of an order—after notice to counsel to any

Official Committee, counsel to the DIP Lenders, and the relevant Substantial Claimholder(s) and a

hearing—approving the issuance of a notice (each, a “Sell-Down Notice”) that such Substantial

Claimholder must sell, cause to sell, or otherwise transfer a specified amount of its beneficial ownership

of Claims (by class or other applicable classification) equal to the excess of (x) the amount of Claims

beneficially owned by such Substantial Claimholder over (y) the Maximum Amount for such

Substantial Claimholder (such excess amount, an “Excess Amount”). The motion shall be heard on

expedited basis such that the Bankruptcy Court can render a decision on the motion at or before the

hearing on confirmation of the 382(l)(5) Plan. If the Bankruptcy Court approves the Plan Proponent’s

motion for the issuance of a Sell-Down Notice, the Plan Proponent shall provide the Sell-Down Notice

to the relevant Substantial Claimholder(s).

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Claimholder shall be required to sell, cause to sell, or otherwise transfer any beneficial ownership of

Claims if such sale would result in the Substantial Claimholder’s beneficial ownership of an aggregate

amount of Claims (by class or other applicable classification) that is less than such Substantial

Claimholder’s Protected Amount.

(d) Each Sell-Down Notice shall direct the Substantial Claimholder to sell, cause to

sell, or otherwise transfer its beneficial ownership of the amount of Claims specified in the Sell-Down

Notice to Permitted Transferees (each sale or transfer, a “Sell-Down”), provided, however, that such

Substantial Claimholder shall not have a reasonable basis to believe that any such Permitted Transferee

would own, immediately after the contemplated transfer, an Excess Amount of Claims and provided,

further, that a Substantial Claimholder that has properly notified the Permitted Transferee of its Claims

under these Procedures shall not be treated as having such reasonable basis in the absence of

notification or actual knowledge that such Permitted Transferee would own, after the transfer, an

Excess Amount of Claims.

(e) By the date that is the later of (i) five (5) business days after the entry of an

order confirming the 382(l)(5) Plan and (ii) such other date specified in the Sell-Down Notice, as

applicable, but before the effective date of the 382(l)(5) Plan (the “Sell-Down Date”), each Substantial

Claimholder subject to a Sell-Down Notice shall, as a condition to receiving New PG&E Stock, serve

upon the Plan Proponent and its counsel (and the Debtors and their counsel if not the Plan Proponent),

counsel to the DIP Lenders, and counsel to any Official Committee a notice substantially in the form

annexed to the Final Order as Exhibit 7 that such Substantial Claimholder has complied with the terms

and conditions set forth in these Procedures and that such Substantial Claimholder does not and will

not hold an Excess Amount of Claims as of the Sell-Down Date and at all times through the effective

date of the 382(l)(5) Plan (each, a “Notice of Compliance”). Any Substantial Claimholder who fails

to comply with this provision shall not receive New PG&E Stock with respect to any Excess Amount

of Claims. At the election of the Substantial Claimholder, the Notice of Compliance to be filed with the

Bankruptcy Court (but not the Notice of Compliance that is served upon the Debtors, the attorneys for

the Debtors, and the attorneys for any Official Committee) may be redacted to exclude the Substantial

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Claimholder’s taxpayer identification number.

(f) Other than information that is public or in connection with any filing with, or

audit or other investigation by, the IRS or other taxing authority, the Plan Proponent shall keep all

Notices of Compliance and any additional information provided by a Substantial Claimholder pursuant

to these Procedures (the “Confidential Information”) strictly confidential and shall not disclose the

Confidential Information to any other person (including any Entity), provided, however, that the Plan

Proponent may disclose the identity of the Substantial Claimholder to its counsel and professional

financial advisors, counsel to and the professional financial advisors of any Official Committee or the

DIP Lenders, and of any other person(s) that are subject to a nondisclosure agreement with the Plan

Proponent, each of whom shall keep all Confidential Information strictly confidential, subject to further

order of the Bankruptcy Court, and provided, further, that to the extent the Plan Proponent reasonably

determines such Confidential Information is necessary to demonstrate to the Bankruptcy Court the

need for the issuance of a Sell-Down Notice, such Confidential Information (determined by, among

other things, whether such information was redacted in any public filing) shall be filed with the

Bankruptcy Court under seal.

(g) Any person (including any Entity) that violates its obligations under these

Procedures applicable to Claims or, if applicable, its agreement not to acquire beneficial ownership of

Owned Interests (and Options to acquire the same) or to immediately dispose of any Owned Interests

(if acquired on or after the Petition Date but prior to submitting its Notice of Substantial Claim

Ownership) in its Notice of Substantial Claim Ownership shall, pursuant to these Procedures, be

precluded from receiving, directly or indirectly, any consideration consisting of a beneficial ownership

of New PG&E Stock that is attributable to the Excess Amount of Claims for such person and, if

applicable, to the Owned Interests acquired (or not immediately disposed of) in violation of such

agreement by such person (or if the Owned Interests acquired (or not immediately disposed of) in

violation of such agreement become beneficial ownership of New PG&E Stock without the need to

receive new equity interests, such person shall be precluded as a result of such violation (and, thus, in

addition to any other amounts otherwise precluded hereunder) from receiving, directly or indirectly,

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any consideration consisting of a beneficial ownership of New PG&E Stock attributable to such

person’s Claims up to and including an amount equivalent to that represented by such Owned

Interests), in each case including any consideration in lieu thereof, provided, however, that such person

may be entitled to receive any other consideration to which such person may be entitled by virtue of

holding Claims (this provision, the “Equity Forfeiture Provision”). Any purported acquisition of, or

other increase in the beneficial ownership of, New PG&E Stock that is precluded by the Equity

Forfeiture Provision will be an acquisition of “Forfeited Equity.” Any acquirer of Forfeited Equity

shall, promptly upon becoming aware of such fact, return or cause to return the Forfeited Equity to the

Debtors (or any successor to the Debtors, including Post-Emergence PG&E) or, if all of the equity

consideration properly issued to such acquirer and all or any portion of such Forfeited Equity have

been sold prior to the time such acquirer becomes aware of such fact, such acquirer shall return or

cause to return to the Debtors (or any successor to the Debtors, including Post-Emergence PG&E) (i)

any Forfeited Equity still held by such acquirer and (ii) the proceeds attributable to the sale of Forfeited

Equity, calculated by treating the most recently sold equity as Forfeited Equity. Any acquirer that

receives Forfeited Equity and deliberately fails to comply with the preceding sentence shall be subject

to such additional sanctions as the Bankruptcy Court may determine. Any Forfeited Equity returned to

the Debtors, including Post-Emergence PG&E, shall be distributed (including a transfer to charity) or

extinguished, in the Debtors’ sole discretion, in furtherance of the 382(l)(5) Plan.

(h) In effecting any sale or other transfer of Claims pursuant to a Sell-Down Notice,

a Substantial Claimholder shall, to the extent that it is reasonably feasible to do so within the normal

constraints of the market in which such sale takes place, notify the acquirer of such Claims of the

existence of these Procedures and the Equity Forfeiture Provision (it being understood that, in all cases

in which there is direct communication between a salesperson and a customer, including, without

limitation, communication via telephone, e-mail, and instant messaging, the existence of these

Procedures and the Equity Forfeiture Provision shall be included in such salesperson’s summary of the

transaction).

(6) Exceptions.

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(a) No person (including any Entity) shall be subject to the approval provisions of

paragraph B(4)(b)–(d) above or, in the case of Claims that are part of the transferor’s Protected

Amount, the sell-down provisions of paragraph B(5) above with respect to any transfer described in

Treasury Regulations section 1.382-9(d)(5)(ii) so long as such transfer is not for a principal purpose of

obtaining New PG&E Stock or permitting the transferee to benefit from the losses of the Debtors

within the meaning of Treasury Regulations section 1.382-9(d)(5)(iii), provided, however, that any

such transferee who becomes a Substantial Claimholder following the filing of a Proposed 382(l)(5)

Disclosure Statement shall serve upon the Plan Proponent and its counsel (and the Debtors and their

counsel if not the Plan Proponent), counsel to the DIP Lenders, and counsel to any Official Committee,

a notice of such status, substantially in the form annexed to the Final Order as Exhibit 5, as provided in

these Procedures.

(b) For the avoidance of doubt, the trustee of any trust, any indenture trustee,

subordination agent, registrar, paying agent, transfer agent, loan or collateral agent, or any other entity

serving in a similar capacity however designated, in each case for any Claim or any Ownership

Interests, notes, bonds, debentures, property, or other debt securities or obligations (collectively, the

“Debt Securities”) (i) issued by any of the Debtors, (ii) secured by assets of any of the Debtors or

agreements with respect to such assets, or (iii) secured by assets leased to any of the Debtors shall not

be treated as a Substantial Claimholder solely to the extent that such entities are acting in the capacity

described above, provided, however, that neither any transferee of Claims nor any equity or beneficial

owner of a trust shall be excluded from these Procedures solely by reason of this provision.

C. Noncompliance with the Procedures

Any transfer of PG&E Stock in violation of these Procedures shall be null and void ab initio as

an act in violation of the automatic stay under section 362 of the Bankruptcy Code and pursuant to the

Bankruptcy Court’s equitable powers under section 105(a) of the Bankruptcy Code. Any acquisition,

disposition, or trading of Claims against the Debtors in violation of these Procedures shall be null and

void ab initio as an act in violation of the automatic stay under section 362 of the Bankruptcy Code

and pursuant to the Bankruptcy Court’s equitable powers under section 105(a) of the Bankruptcy

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Code. Furthermore, any person (including any Entity) that acquires PG&E Stock or acquires, disposes

of or trades Claims against the Debtors in violation of these Procedures shall be subject to sanctions as

provided by law.

D. Debtors’ Right to Waive

The Debtors may waive, in writing, any and all restrictions, stays, and notification

Procedures contained in this Notice, provided, however, that after a 382(l)(5) Plan has been

properly filed by a Plan Proponent (other than by, or jointly with, the Debtors) and is still

actively being pursued before this Court, the consent of such Plan Proponent also shall be

necessary for any subsequent waiver to be effective.

Dated: San Francisco, California BY ORDER OF THE COURT

________________________, 2019

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