MDU RESOURCES GROUP, INC.
Certificate of Amendment
of
Certificate of Incorporation
MDU Resources Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, hereby
certifies as follows:
1. That the Board of Directors of said Corporation, at a
meeting duly convened and held on the 12th day of November, 1998,
proposed an amendment to the Certificate of Incorporation of the
Corporation, as heretofore amended, and at said meeting adopted
resolutions setting forth the proposed amendment, declaring its
advisability, and directing that the proposed amendment be
considered at the next annual meeting of said Corporation by the
stockholders entitled to vote in respect thereof, such amendment
being set forth in the Corporation's Proxy Statement for the
1999 Annual Stockholders Meeting as follows:
RESOLVED, that the Board of Directors of MDU
Resources Group, Inc. hereby declares it advisable:
(A) That the number of shares of Common Stock
which the Company is authorized to issue be increased
from 75,000,000 shares of Common Stock with the par
value of $3.33, to 150,000,000 shares with the par
value of $1.00, effective at the close of business on
the date on which the appropriate Certificate of
Amendment to the Company's Certificate of Incorporation
is filed in the office of the Secretary of State of the
State of Delaware;
(B) That, in order to effect the foregoing, the
Certificate of Incorporation of the Company, as
heretofore amended, be further amended by deleting the
first paragraph of Article FOURTH, and by inserting in
place thereof a new first paragraph of said Article
FOURTH to read as follows:
FOURTH. The total number of shares of
stock which the Corporation shall have
authority to issue is One Hundred Fifty-two
Million (152,000,000) divided into four
classes, namely, Preferred Stock, Preferred
Stock A, Preference Stock, and Common Stock.
The total number of shares of such Preferred
Stock authorized is Five Hundred Thousand
(500,000) shares of the par value of One
Hundred Dollars ($100) per share (hereinafter
called the "Preferred Stock") amounting in
the aggregate to Fifty Million Dollars
($50,000,000). The total number of shares of
such Preferred Stock A authorized is One
Million (1,000,000) shares without par value
(hereinafter called the "Preferred Stock A").
The total number of shares of such Preference
Stock authorized is Five Hundred Thousand
(500,000) shares without par value
(hereinafter called the "Preference Stock").
The total number of shares of such Common
Stock authorized is One Hundred Fifty Million
(150,000,000) of the par value of One and
no/100 Dollars ($1.00) per share (hereinafter
called the "Common Stock"), amounting in the
aggregate to One Hundred Fifty Million
Dollars ($150,000,000).
FURTHER RESOLVED, that the Board of Directors
hereby directs that the proposed amendments be attached
as an exhibit to the proxy statement for the Company's
next Annual or Special Meeting of Stockholders for
consideration by the Stockholders entitled to vote in
respect thereof.
A copy of the resolutions was attached as Exhibit A to the
Corporation's Proxy Statement for the 1999 Annual Stockholders
Meeting, and the body of the Proxy Statement contained a
discussion of the proposed amendment.
2. That thereafter, on the 27th day of April, 1999, at
11:00 a.m., in accordance with the Bylaws of the Corporation, and
upon notice given in accordance with the laws of the State of
Delaware and said Bylaws, the Annual Meeting of Stockholders of
the Corporation was held, and there were present at such meeting,
in person or by proxy, the holders of more than a majority of the
shares of Common Stock of the Corporation outstanding and
entitled to vote, constituting a quorum of said stockholders.
3. That at said Annual Meeting of Stockholders, the
proposal to amend the Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 75,000,000
shares to 150,000,000 shares and to reduce the par value of such
shares from $3.33 per share to $1.00 per share were presented for
consideration, and a vote of the holders of the Common Stock
voting in person or by proxy was taken for and against said
proposal.
That a majority of the outstanding stock of the Corporation
entitled to vote and present at the Annual Meeting in person or
by proxy voted in favor of the proposal to amend Article FOURTH
to the Certificate of Incorporation as indicated in the following
table:
Shares Shares
Shares Shares Voted Voted
Out- Repre- For Against
standing sented Proposal Proposal
Common Stock 53,156,004 46,271,156 41,759,552 4,511,604*
*Includes 773,805 abstentions
6. That said amendment to the Certificate of Incorporation
of MDU Resources Group, Inc. as hereinbefore set forth have been
therefore duly adopted in accordance with the provisions of
Section 242 of the General Corporation Laws of the State of
Delaware.
IN WITNESS WHEREOF, MDU Resources Group, Inc. has caused its
corporate seal to be hereunto affixed, and this Certificate to be
signed by Martin A. White, its President and Chief Executive
Officer, and Lester H. Loble, II, its Secretary, this 28th day of
April, 1999.
MDU RESOURCES GROUP, INC.
ATTEST:
/s/ LESTER H. LOBLE, II By: /s/ MARTIN A. WHITE
Lester H. Loble, II, Secretary Martin A. White
President and Chief Executive Officer