AMB PROPERTY CORPORATION
ARTICLES SUPPLEMENTARY
REDESIGNATING AND RECLASSIFYING ALL 2,200,000 SHARES OF 8.75%
SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK
AS PREFERRED STOCK
AMB Property Corporation, a corporation organized and existing
under the laws of the State of Maryland (the "Corporation"), certifies to the
State Department of Assessments and Taxation of Maryland (the "SDAT") that:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation (the "Board") by Article IV of the Charter of the
Corporation and pursuant to Section 2-105 of the Maryland General Corporation
Law, the Board, or a duly authorized Committee thereof, adopted resolutions
dated November 23, 1998 and caused to be filed with the SDAT on November 25,
1998 Articles Supplementary (the "Series C Articles Supplementary") classifying
and designating 2,200,000 shares of Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), as shares of 8.75% Series C Cumulative Redeemable
Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock").
SECOND: No shares of Series C Preferred Stock are issued or
outstanding.
THIRD: Pursuant to the authority expressly vested in the Board as
aforesaid, the Board adopted resolutions on or as of December 6, 2001 (the
"Resolutions") reclassifying the 2,200,000 shares of Series C Preferred Stock
(the "Shares") previously classified pursuant to the Series C Articles
Supplementary, to be and become shares of Preferred Stock of the Corporation as
otherwise authorized for issuance under the Charter of the Corporation, without
further designation nor any preferences or relative, participating, optional,
conversion or other rights appertaining thereto, or voting powers, restrictions,
limitations as to dividends, qualifications, terms or conditions of redemption,
other than those, if any, applicable to shares of Preferred Stock of the
Corporation generally, such that the same, as shares of Preferred Stock
otherwise authorized for issuance under the Charter, shall be available for
future reclassification and available for issuance upon proper authorization by
the Board from time to time.
FOURTH: The Shares have been redesignated and reclassified by the
Board, as contemplated by the Resolutions, under the authority contained in the
Charter.
FIFTH: These Articles Supplementary have been approved by the
Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall be effective at the
time the SDAT accepts them for record.
SEVENTH: The undersigned President of the Corporation
acknowledges these Articles Supplementary to be the act of the Corporation and,
as to all matters or facts required to be verified under oath, the undersigned
President acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 6th day of December, 2001.
AMB PROPERTY CORPORATION
By: /s/ W. Blake Baird
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W. Blake Baird
President
ATTEST:
/s/ Tamra D. Browne
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Tamra D. Browne
Secretary
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