1. | The name of the Corporation is Columbia Sportswear Company. |
2. | The principal place of business and physical street address of the Corporation is 14375 Northwest Science Park Drive, Portland, Oregon 97229. |
3. | Article II, Section A of the Third Restated Articles of Incorporation is replaced in its entirety as follows: |
4. | Section D is added to Article II of the Third Restated Articles of Incorporation and reads in its entirety as follows: |
5. | The above amendments to the Third Restated Articles of Incorporation were approved by the Board of Directors effective February 25, 2018 and March 30, 2018, respectively. |
6. | Shareholder action was required to adopt the amendments. The above amendments to the Third Restated Articles of Incorporation were adopted by the holders of Common Stock at the Corporation’s annual meeting of shareholders on June 6, 2018. |
7. | As of April 9, 2018, there were 70,066,439 shares of Common Stock outstanding and entitled to vote. There were 64,158,783 shares of Common Stock voted in favor of the amendment to Section A of Article II, 4,857,660 shares of Common Stock voted against the amendment to Section A of Article II and 108,099 shares of Common Stock abstained from voting on the amendment to Section A of Article II. There were 66,710,298 shares of Common Stock voted in favor of the amendment to add Section D to Article II, 323,655 shares of Common Stock voted against the amendment to add Section D to Article II and 88,778 shares of Common Stock abstained from voting on the amendment to add Section D to Article II. |
8. | The name and address of an authorized representative with direct knowledge of the operations and business activities of the Corporation are: |