2. Article VII of the Certificate of Incorporation of the Corporation (as amended by the Certificates of Amendment, dated February 28, 2001 and October 19, 2015, the “Certificate”) is hereby amended to read in its entirety as set forth below:“No holder of stock of any class or series shall be entitled to cumulative voting rights as to any election of directors of the Corporation.”
3. This Amendment to the Certificate was duly adopted in accordance with the provisions of Section 242 of the DGCL.
By: | /s/ Ruairidh Ross | ||
Name: | Ruairidh Ross | ||
Title: | Deputy General Counsel, Assistant Secretary |