CERTIFICATE OF CORRECTION OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
BRISTOL-MYERS SQUIBB COMPANY
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
1. The name of the Company is Bristol-Myers Squibb Company.
2. An Amended and Restated Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 24, 2005 (the “Certificate of Incorporation”) and said Certificate of Incorporation requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate of Incorporation to be corrected is that it inadvertently omitted the Certificate of the Designation, Preferences and Relative, Participating, Optional or Other Special Rights of the $2.00 Convertible Preferred Stock which was filed with the Secretary of State on December 22, 1967.
4. The Certificate of Incorporation is corrected by inserting the following as a new paragraph immediately preceding the heading “Common Stock” in Article FOURTH of the Certificate of Incorporation:
“Pursuant to the authority conferred upon the Board of Directors of the corporation by this Article FOURTH, the Board of Directors created a series of 1,300,188 shares of Preferred Stock of the corporation designated as the $2.00 Convertible Preferred Stock (the “$2.00 Convertible Preferred Stock”) by filing a Certificate of Designation with the Secretary of State of the State of Delaware on December 22, 1967, and the voting powers, designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations or restrictions of the $2.00 Convertible Preferred Stock are set forth in Appendix A hereto and are incorporated herein by reference.”
5. The Certificate of Incorporation is further corrected by attaching Appendix A hereto as Appendix A to the Certificate of Incorporation of the Company.
6. All other provisions of the Certificate of Incorporation remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be executed as of the 17th day of December, 2009.
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| BRISTOL-MYERS SQUIBB COMPANY |
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| By: | /s/ Sandra Leung |
| Name: | Sandra Leung |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |