O Obtención de semillas de bivalvos en criaderos

Convertible Preferred Stock

Our certificate of incorporation, as amended and restated, authorizes the issuance of 569,001,400 shares of $0.000006 par value convertible preferred stock. The following table summarizes the convertible preferred stock outstanding as of December 31, 2011, and the rights and preferences of the respective series:

Shares Aggregate Liquidation Preference Dividend Per Share Per Annum Conversion Ratio Per Share Authorized Issued and Outstanding

(in thousands) (in thousands) (in millions)

Series A 134,747 133,055 $ 1 $0.00036875 1.000000 Series B 226,032 224,273 13 0.00456 1.004910 Series C 95,768 91,410 26 0.02297335 1.004909 Series D 67,454 50,590 375 0.593 1.012561 Series E 45,000 44,038 200 0.3633264 1.000000 Total 569,001 543,366 $ 615

As of December 31, 2011, the rights, preferences, and privileges of the preferred stockholders were as follows:

Dividends

The holders of shares of Series A, Series B, Series C, Series D, and Series E convertible preferred stock are entitled to receive non-cumulative dividends, out of any assets legally available for such purpose, prior and in preference to any declaration or payment of any dividend on the Class A common stock or Class B common stock, payable quarterly when, as and if, declared by our board of directors. After payment of such dividend to the preferred stockholders, outstanding shares of preferred stock shall participate with shares of Class A common stock and Class B common stock on an as- converted to Class B common stock basis as to any additional dividends. As of December 31, 2011, we had not declared any dividends.

FACEBOOK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Conversion

Each share of Series A, Series B, Series C, Series D, and Series E preferred stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of Class B common stock as is determined by dividing the applicable original issue price by the conversion price applicable to such share in effect on the date of conversion.

The conversion price of each series of preferred stock may be subject to adjustment from time to time under certain circumstances. The convertible preferred stock issued to date was sold at prices ranging from $0.004605 to $7.412454 per share, which, in all cases, exceeded the then most recent reassessed fair value of our Class B common stock. Accordingly, there was no intrinsic value associated with the issuance of the convertible preferred stock through December 31, 2011, and there were no other separate instruments issued with the convertible preferred stock, such as warrants. Therefore, we have concluded that there was no beneficial conversion option associated with the convertible preferred stock issuances.

Each share of Series A, Series B, Series C, Series D, and Series E convertible preferred stock shall automatically be converted into fully paid, non-assessable shares of Class B common stock immediately upon the earlier of: (i) the sale by us of our Class A common stock or Class B common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (Securities Act), the public offering price of which results in aggregate cash proceeds to us of not less than $100 million (net of underwriting discounts and commissions), or (ii) the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of preferred stock, voting together as a single class on an as-converted basis, provided, however, that if (a) the holders of a majority of the then-outstanding shares of Series D convertible preferred stock do not consent or agree or (b) the holders of a majority of the then-outstanding shares of Series E convertible preferred stock do not consent or agree, then in either such case the conversion shall not be effective as to any shares of preferred stock until 180 days after the date of the written consent of the majority of the then-outstanding shares of preferred stock.

Liquidation Preferences

In the event we liquidate, dissolve, or wind up our business, either voluntarily or involuntarily, the holders of our Series A, Series B, Series C, Series D, and Series E convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of any of our assets to the holders of Class A common stock or Class B common stock, an amount per share equal to $0.004605, $0.0570025, $0.2871668, $7.412454, and $4.54158 per share (as adjusted for stock splits, stock dividends, reclassifications, and the like), respectively, plus any declared but unpaid dividends.

If, upon the occurrence of any of these events, the assets and funds distributed among the holders of the Series A, Series B, Series C, Series D, and Series E convertible preferred stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then our entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series A, Series B, Series C, Series D, and Series E convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

If there are any remaining assets upon the completion of the liquidating distribution to the Series A, Series B, Series C, Series D, and Series E convertible preferred stockholders, the holders of our Class A common stock and Class B common stock will receive all our remaining assets. The merger or consolidation of us into another entity in which our stockholders own less than 50% of the voting stock of the surviving company, or the sale, transfer, or lease of substantially all our assets, shall be deemed a liquidation, dissolution, or winding up of us. As the “redemption” events are within our control for all periods presented, all shares of preferred stock have been presented as part of permanent equity.

FACEBOOK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Voting Rights

The holder of each share of Series A, Series B, Series C, Series D, and Series E convertible preferred stock shall have the same voting rights as the holders of Class B common stock, is entitled to notice of any stockholders’ meeting in accordance with our bylaws, and together with the holders of Class A common stock and Class B common stock, the Series A, Series B, Series C, Series D, and Series E convertible preferred stock will vote together as a single class on all matters which holders of Class A common stock and Class B common stock have the right to vote, unless otherwise stated. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held; each holder of Class B common stock is entitled to ten votes for each share of Class B common stock held; and each holder of Series A, Series B, Series C, Series D, and Series E convertible preferred stock is entitled to ten votes for each share of Class B common stock into which such convertible preferred stock could be converted.

Common Stock

Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. We are authorized to issue 4,141,000,000 shares of Class A common stock and 4,141,000,000 shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2011, we had not declared any dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. After our initial public offering, a transfer of shares of Class B common stock will generally result in those shares converting to Class A common stock. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted.

Share-based Compensation Plans

We maintain two share-based employee compensation plans. In January 2005, our board of directors and stockholders adopted and approved the 2005 Stock Plan, as amended, which provides for the issuance of incentive and nonstatutory stock options and RSUs to qualified employees, directors, and consultants. In November 2005, our board of directors adopted and approved the 2005 Officers’ Stock Plan (together with the 2005 Stock Plan, the Stock Plans), which provides for the issuance of incentive and nonstatutory stock options to certain employees or officers.

The term of stock options issued under the 2005 Stock Plan may not exceed ten years from the date of grant. Under the 2005 Stock Plan, incentive stock options and nonstatutory stock options are granted at an exercise price that is not to be less than 100% of the fair market value of our Class B common stock on the date of grant, as determined by our compensation committee. Stock options become vested and exercisable at such times and under such conditions as determined by our compensation committee on the date of grant.

The 2005 Officers’ Stock Plan provides for the issuance of up to 120,000,000 shares of incentive and nonstatutory stock options to certain of our employees or officers. The 2005 Officers’ Stock Plan will terminate ten years after its adoption unless terminated earlier by our compensation committee. Stock options become vested and exercisable at such times and under such conditions as determined by our compensation committee on the date of grant. In November 2005, we issued a nonstatutory stock option to our CEO to purchase 120,000,000 shares of our Class B common stock under the 2005 Officers’ Stock Plan. At December 31, 2011, the option was outstanding and fully vested, and no options were available for future issuance under the 2005 Officers’ Stock Plan.

FACEBOOK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the stock option and RSU award activity under the Stock Plans between January 1, 2009 and December 31, 2011:

Shares Subject to Options Outstanding Outstanding RSUs

Shares Available for Grant Number of Shares Weighted Average Ex ercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding RSUs Weighted Average Grant Date Fair Value (in thousands) (in thousands) (in years) (in millions) (in thousands)

Balance as of December 31, 2008 15,257 479,811 $ 0.17 $ — 136,833 $ 1.72 Increase in shares

authorized 251,969 — —

RSUs granted (159,167) — 159,167 2.35

Stock options granted (13,885) 13,885 2.54 —

Stock options exercised — (57,459) 0.15 —

Stock options

forfeited/cancelled 5,996 (5,996) 0.80 —

RSUs forfeited and

cancelled 10,511 — (10,511) 1.81

Balance as of December 31, 2009 110,681 430,241 0.25 6.39 1,780 285,489 2.07 Increase in shares

authorized 25,000 —

RSUs granted (68,058) — 68,058 10.56

Stock options granted (4,706) 4,706 11.57 —

Stock options exercised — (69,910) 0.09 —

Stock options

forfeited/cancelled 2,066 (2,066) 0.22 —

RSUs forfeited and

cancelled 11,399 — (11,399) 13.12

Balance as of December 31, 2010 76,382 362,971 0.42 5.37 7,415 342,148 3.39 Increase in shares

authorized 10,000 — —

RSUs granted (55,126) — 55,126 26.32

Stock options exercised — (101,872) 0.27 —

Stock options

forfeited/cancelled 2,560 (2,560) 1.60 —

RSUs forfeited and

cancelled 18,502 — (18,502) 7.97

Balance as of December 31, 2011 52,318 258,539 $ 0.47 4.38 $ 7,360 378,772 6.83 Vested and expected to vest as of

December 31, 2011 258,468 $ 0.47 4.38 $ 7,359 —

Exercisable as of December 31,

2011 244,849 $ 0.19 4.19 $ 7,040 —

FACEBOOK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes additional information regarding outstanding and exercisable options under the Stock Plans at December 31, 2011:

Options Outstanding Options Ex ercisable

Ex ercise Price (Range) Number of Shares Weighted- Average Remaining Life Weighted- Average Ex ercise Price Number of Shares Weighted- Average Ex ercise Price (in thousands) (in years) (in thousands)

$0.00 - 0.04 27,694 3.14 $ 0.01 27,694 $ 0.01 0.06 135,863 3.85 0.06 135,863 0.06 0.10 - 0.18 34,186 4.38 0.13 34,186 0.13 0.29 - 0.33 37,665 5.30 0.31 37,665 0.31 1.78 5,328 6.58 1.78 2,637 1.78 1.85 5,715 7.03 1.85 3,423 1.85 2.95 2,888 7.63 2.95 1,356 2.95 3.23 4,500 7.82 3.23 2,025 3.23 10.39 3,500 8.56 10.39 — — 15.00 1,200 8.80 15.00 — — 258,539 4.38 $ 0.47 244,849 $ 0.19

The aggregate intrinsic value of the options exercised in 2009, 2010, and 2011, was $149 million, $492 million, and $2,380 million respectively. The total grant date fair value of stock options vested during 2009, 2010, and 2011 was $16 million, $16 million, and $6 million, respectively. The total number of unvested shares subject to options and RSUs outstanding as of December 31, 2009, 2010, and 2011 was 395 million, 374 million, and 392 million, respectively.

Shares Reserved for Future Issuance

We have the following shares of Class B common stock reserved for future issuance as of December 31, 2011 (in thousands):

2005 Stock Plan:

Shares subject to options outstanding 138,539

Restricted stock units outstanding 378,772

Shares available for future grants 52,185

2005 Officers’ Stock Plan shares subject to options outstanding 120,000

Convertible preferred stock, all series 545,551

1,235,047

In addition, we have reserved shares of Class A common stock for future issuance pursuant to the conversion of any shares of Class B common stock that are currently outstanding or that may be issued in the future.

FACEBOOK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)