Exhibit 3.1(ii)
TERMINATION OF
SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS OF SERIESA-1 JUNIOR PARTICIPATING
PREFERRED STOCK
OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
Pursuant to Section 351.180 of
The General and Business Corporation Law of Missouri
I, William L. Hutton, Executive Vice President, General Counsel & Secretary of Reinsurance Group of America, Incorporated, a corporation organized and existing under The General and Business Corporation Law of Missouri (the “Company”), in accordance with the provisions of Section 351.180 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors of the Company (the “Board”) by the Amended and Restated Articles of Incorporation of the Company, as amended (the “Articles”), the Board on February 21, 2020 adopted a resolution authorizing the cancellation of the Second Amended and Restated Certificate of Designation, Preferences and Rights of SeriesA-1 Junior Participating Preferred Stock filed with the Secretary of State of the State of Missouri on November 25, 2008 (the “Certificate of Designation”), which created a series of One Million Four Hundred Thousand (1,400,000) shares of Preferred Stock designated as SeriesA-1 Junior Participating Preferred Stock, par value $0.01 per share (the “SeriesA-1 Junior Participating Preferred Stock”);
That no shares of such SeriesA-1 Junior Participating Preferred Stock are issued and outstanding;
That certain designated officers of the Company, including the undersigned (the “Designated Officers”) have been authorized by the Board to take action to terminate the Certificate of Designation; and
That pursuant to the authority conferred upon the Board by the Articles and Section 351.180.7 of The General and Business Corporation Law of Missouri, which provides, in pertinent part, that the Board may eliminate from the Articles all references to the SeriesA-1 Junior Participating Preferred Stock by filing this certificate terminating the Certificate of Designation, the Board adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, no shares of SeriesA-1 Junior Participating Preferred Stock are outstanding and none of such shares will be issued pursuant to the Certificate of Designation, so that such Certificate of Designation may be terminated, and shares of the Company’s preferred stock be eligible to be issued or reserved for other proper purposes;
