The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment to the Articles of Incorporation for Precision Auto Care, Inc. and sets forth:
ONE
The name of the corporation is PRECISION AUTO CARE, INC.
TWO
The first sentence of Article I, SECTION 1 shall be changed to read:
“Capitalization. The total number of shares of all classes of stock which the corporation shall have authority to issue is forty million (40,000,000) shares, divided into two classes consisting of thirty nine million (39,000,000) shares of common stock, par value of $.01 per share (“Common Stock”), and one million (1,000,000) of preferred stock, par value $.01 per share (“Preferred Stock”).”
The first sentence of Article VI SECTION 1 shall be changed to read:
“Number. The Business and affairs of the Corporation shall be managed under the direction of the Board of Directors which, subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, shall consist of not less than 5, nor more than 10 persons.”
The first sentence of Article VI, SECTION 2 shall be changed to read:
“Terms. Beginning with the directors elected at the 2002 Annual Meeting and thereafter, the directors, other than those who may be elected by the holders of any Preferred Stock then outstanding shall consist of one class, with the term of office expiring at the next Annual Meeting of Shareholders following such election.”
THREE
The foregoing amendments were adopted on January 15, 2003.
FOUR
The amendments were proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and:
(a) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment(s) was/were:
Designation | No. of Outstanding Shares | No. of Votes | |||
Common |
| 15,818,030 |
| 15,818,030 |
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(b) The total number of common stock cast for and against the amendments was:
Article Amended | Total No. of Votes | Total No. of Votes | |||
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Article IV, Section 1 |
| 15,101,580 |
| 29,674 |
|
Article VI, Section 1 |
| 13,312,866 |
| 31,168 |
|
Article VI, Section 2 |
| 14,945,318 |
| 187,533 |
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(c) And the number cast for the amendments by each voting group, being greater than 80%, as required by the Articles of Incorporation was sufficient for approval by that voting group.
The undersigned declares that the facts herein stated are true as of January 15, 2003.
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| Precision Auto Care, Inc. |
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By: |
| /s/ Everett F. Casey |
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| Everett F. Casey, Vice President and Assistant General Counsel | ||
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