CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES
OF
SOUTH JERSEY INDUSTRIES, INC.
Pursuant to Section 14A:7-15.1 3 of the
New Jersey Business Corporation Act
To: The Department of the Treasury
State of New Jersey
Pursuant to the provisions of Section 14A:7-15.1(3) of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:
| 1. | The name of the corporation is SOUTH JERSEY INDUSTRIES, INC. (the "Corporation''). |
| 2. | The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 16th day of October, 2020. |
RESOLVED, that the first sentence of Article 3 of the Certificate of Incorporation be amended to read as follows:
"THIRD: The aggregate number of shares which the corporation shall have authority to issue is 222,500,000 shares, divided into two classes consisting of 220,000,000 shares of common stock ("Common Stock"), $1.25 par value per share, and 2,500,000 shares of preference stock ("Preference Stock"), without par value."
| 3. | The number of shares outstanding at the time of the amendment was: 100,587,912. |
The total number of shares entitled to vote thereon was: 100,587,912.
| 4. | The number of votes cast for or against and the number of abstentions with respect to each matter voted upon, applicable are set forth below: |
| | Votes For | Votes Against | Abstentions |
| | | | |
| Proposal 1: Charter Amendment | 85,588,252 | 3,483,926 | 177,980 |
Proposal 2: Meeting Adjournment | 73,749,098 | 15,280,608 | 220,452 |
By: /s/ Michael J. Renna
Michael J. Renna
President & CEO
Dated: October 20, 2020
