| FIRST: | The Charter of the Corporation is hereby amended as follows: | |||||||
| (a) By striking out the first paragraph of Article 4 of the Charter of the Corporation, as heretofore amended, and substituting in lieu thereof the following: | ||||||||
| “4. The total amount of the authorized capital stock of the Corporation shall be as follows: Thirty Thousand (30,000) shares of five per cent. Preferred Stock of the par value of $100 each, making the aggregate par value of said five per cent. Preferred Stock Three Million Dollars ($3,000,000); Six Hundred Forty Million (640,000,000) shares of Common Stock, of the par value of $0.01 each, making the aggregate par value of the Common Stock $6,400,000; and Six Hundred Forty Million (640,000,000) shares of Common Stock Non-Voting, of the par value of $0.01 each, making the aggregate par value of the Common Stock Non-Voting $6,400,000”; | ||||||||
and by changing the figure “320,000,000” to the figure “640,000,000” wherever it appears elsewhere in said Article 4; and (b)In order to give effect to the aforementioned change in par value per share and aggregate par value, establishing, as of the effective time of these Articles of Amendment, a new account within the Corporation’s stockholders’ equity accounts denominated as “Capital Surplus,” by retaining within the Corporation’s Common Stock and Common Stock Non-Voting accounts within the Corporation’s stockholders’ equity accounts $0.01 per share for each share of Common Stock and Common Stock-Non-Voting outstanding at such effective time, and by transferring the remaining balances of the Corporation’s Common Stock and Common Stock Non-Voting accounts to the new Capital Surplus account. | ||||||||
| SECOND: | The amendment of the Charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation. | |||||||
| THIRD: | (a) The total number of shares of all classes of stock of the Corporation heretofore authorized, and the number and par value of the shares of each class, are as follows: | |||||||
Six Hundred Forty Million Thirty Thousand (640,030,000), divided into Thirty Thousand (30,000) shares of five per cent. Preferred Stock of the par value of One Hundred Dollars ($100) each, having an aggregate par value of Three Million Dollars ($3,000,000); Three Hundred Twenty Million (320,000,000) shares of Common Stock without par value; and Three Hundred Twenty Million (320,000,000) shares of Common Stock Non-Voting without par value. Solely for purposes of the calculation the capitalization fee imposed by Section 1-204 of the Corporations and Associations Article of the Annotated Code of Maryland, the aggregate par value of all classes of capital stock before giving effect to this amendment is $12,803,000,000. | ||||||||
| (b) The total number of shares of all classes of stock of the Corporation as increased, and the number and par value of the shares of each class, are as follows: | ||||||||
One Billion Two Hundred Eighty Million Thirty Thousand (1,280,030,000), divided into Thirty Thousand (30,000) shares of five per cent. Preferred Stock of the par value of One Hundred Dollars ($100) each, having an aggregate par value of Three Million Dollars ($3,000,000); Six Hundred Forty Million (640,000,000) shares of Common Stock of the par value of $0.01 each, making the aggregate par value of the Common Stock $6,400,000; and Six Hundred Forty Million (640,000,000) shares of Common Stock Non-Voting of the par value of $0.01 each, making the aggregate par value of the Common Stock Non-Voting $6,400,000. Solely for purposes of the calculation the capitalization fee imposed by Section 1-204 of the Corporations and Associations Article of the Annotated Code of Maryland, the aggregate par value of all classes of capital stock after giving effect to this amendment is $15,800,000. | ||||||||
| (c) The information required by Section 2-607(b)(2)(i) of the Corporations and Associations Article of the Annotated Code of Maryland is not included because the amendment to the Charter did not change such matters. | ||||||||
| FOURTH: | These Articles of Amendment shall become effective upon filing and acceptance for record. | |||||||
| ATTEST: | McCORMICK & COMPANY, INCORPORATED | |||||||
| /s/ Jeffery D. Schwartz | /s/ Lawrence E. Kurzius | |||||||
| Jeffery D. Schwartz | Lawrence E. Kurzius | |||||||
| Secretary | Chairman, President & Chief Executive Officer | |||||||
| McCORMICK & COMPANY, INCORPORATED | |||||
| /s/ Lawrence E. Kurzius | |||||
| Lawrence E. Kurzius | |||||
Chairman, President & Chief Executive Officer | |||||