Attached files
| file | filename |
|---|---|
| EX-10.3 - BORROWING SUBSIDIARY AGREEMENT - OLIN Corp | ex10-3.htm |
| EX-4.3 - 2023 SUPPLEMENTAL INDENTURE - OLIN Corp | ex4-3.htm |
| EX-5.1 - OPINION OF HUNTON AND WILLIAMS LLP - OLIN Corp | ex5-1.htm |
| EX-10.5 - AMENDMENT AGREEMENT - OLIN Corp | ex10-5.htm |
| EX-10.2 - GUARANTY AGREEMENT - OLIN Corp | ex10-2.htm |
| EX-99.3 - PRO FORMA FINANCIALS - OLIN Corp | ex99-3.htm |
| EX-99.2 - PRESS RELEASE - OLIN Corp | ex99-2.htm |
| EX-10.4 - GUARANTY JOINDER - OLIN Corp | ex10-4.htm |
| EX-4.2 - 2025 BASE INDENTURE - OLIN Corp | ex4-2.htm |
| 8-K - CURRENT REPORT - OLIN Corp | form8-k.htm |
| EX-99.1 - PRESS RELEASE - OLIN Corp | ex99-1.htm |
| EX-3.2 - BYLAWS - OLIN Corp | ex3-2.htm |
| EX-4.4 - 2025 SUPPLEMENTAL INDENTURE - OLIN Corp | ex4-4.htm |
| EX-4.1 - 2023 BASE INDENTURE - OLIN Corp | ex4-1.htm |
| EX-4.7 - REGISTRATION RIGHTS AGREEMENT - OLIN Corp | ex4-7.htm |
Exhibit 3.1
ARTICLES OF AMENDMENT OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
OLIN CORPORATION
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
OLIN CORPORATION
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
1. The name of the corporation is Olin Corporation (the “Corporation”).
2. The amendment (the “Amendment”) adopted is as follows:
The first sentence of Article FOURTH of the Corporation’s Amended and Restated Articles of Incorporation is deleted in its entirety and replaced with the following:
“The aggregate number of shares that the Corporation shall have authority to issue shall be 10,000,000 shares of Preferred Stock, par value $1 per share
(hereinafter called Preferred Stock), and 240,000,000 shares of Common Stock, par value $1 per share (hereinafter called Common Stock).”
(hereinafter called Preferred Stock), and 240,000,000 shares of Common Stock, par value $1 per share (hereinafter called Common Stock).”
3. The Amendment was adopted by the Corporation’s Board of Directors on March 26, 2015.
4. The Amendment was proposed by the Corporation’s Board of Directors and submitted to and approved by the Corporation’s shareholders on September 15, 2015, in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia. The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment was:
|
Designation
|
Number of
Outstanding Shares |
Number of Votes
Entitled to be Cast |
||||||
|
Common Stock, $1 par value per share
|
77,527,437
|
77,527,437
|
||||||
The total number of votes cast for and against the Amendment by each voting group entitled to vote separately on the Amendment was:
|
Voting Group
|
Votes “FOR”
|
Votes “AGAINST”
|
||||||
|
Common Stock, $1 par value per share
|
56,581,442
|
1,120,299
|
||||||
The total number of votes cast for the Amendment by each voting group was sufficient for approval of the Amendment by the voting group.
5. Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, this Amendment shall become effective at 6:00 a.m., Eastern Time, on October 1, 2015.
[Signature Page Follows]
IN WITNESS WHEREOF, these Articles of Amendment are executed in the name of the Corporation as of this 28th day of September, 2015.
| OLIN CORPORATION, a Virginia corporation | ||||
|
|
By:
|
/s/ John E. Fischer | ||
| Name: | John E. Fischer | |||
| Title: | President and Chief Operating Officer | |||
| SCC ID #: 0014903-9 | ||||
[Signature Page to Articles of Amendment]