Articles of Amendment of
Winnebago Industries, Inc.
To the Secretary of State of the State of Iowa:
Pursuant to Section 1006 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following amendment to the corporation’s articles of incorporation.
1. The name of the corporation is Winnebago Industries, Inc.
2. Article IV of the Articles of Incorporation of Winnebago
Industries, Inc., as previously amended and restated, is further amended to read and restated to read as follows:
Article IV
The total number of shares of stock which the Corporation shall have
authority to issue is: one hundred thirty million (130,000,000), of which one hundred twenty million (120,000,000) shall be shares of Common Stock, $.50 par value, and ten million (10,000,000) shall be shares of Preferred Stock, $.01 par value (“Series Preference Stock”).
A statement of the designations and the powers, preferences and rights
of such classes of stock and the qualifications, limitations or restrictions thereof, the fixing of which by the Articles of Incorporation is desired, and the authority of the Board of Directors to fix, by resolution or resolutions, the
designations and the powers, preferences and rights of such classes of stock or the qualifications, limitations or restrictions thereof, which are not fixed hereby, are as follows:
A.
|
Provisions Applicable to All Series of Series Preference Stock.
|
(1) Shares of Series Preference Stock may be issued from time to time
in one or more series. The voting powers, designations, preferences, limitations and relative rights of each series may differ from those of any and all other series already outstanding; the terms of each series shall be specified in the
resolution or resolutions hereinafter referred to; and the Board of Directors of the Corporation is hereby expressly granted authority to fix, by resolution or resolutions adopted prior to the issuance of any shares of a particular series of
Series Preference Stock, the voting powers, designations, preferences, limitations and relative rights of each series, including, but without limiting the generality of the foregoing, the following:
(a) The rate and times at which, and the terms and conditions on
which, dividends on the Series Preference Stock of such series shall be paid;
(b) The right, if any, of holders of Series Preference Stock of such
series to convert the same into, or exchange the same for, other classes of stock of the Corporation and the terms and conditions of such conversion or exchange;
(c) The redemption price or prices and the time at which, and the
terms and conditions on which, Series Preference Stock of such series may be redeemed;