ARTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
THE FEMALE HEALTH COMPANY
1. The name of the Corporation is The Female Health Company.
2. The amendment adopted relates to Article V of the Amended and
Restated Articles of Incorporation, as amended. The first portion of Article V
is amended to read as follows:
ARTICLE V
The aggregate number of shares which the Corporation shall have
the authority to issue is 32,015,000 shares consisting of:
(a) 27,000,000 shares designated as "Common Stock" with
a par value of $.01 per share;
(b) 5,000,000 shares designated as "Class A Preferred
Stock" with a par value of $.01 per share; and
(c) 15,000 shares designated as "Class B Preferred
Stock" with a par value of $.50 per share and the relative rights,
preferences and privileges of each class shall be as follows:
The remainder of Article V, as previously amended, remains unchanged.
The foregoing amendment to the Amended and Restated Articles of
Incorporation of the Corporation, was approved and adopted by the shareholders
of the Corporation on May 5, 2000 in accordance with Section 180.1003 of the
Wisconsin Business Corporation Law.
Dated this 24th day of May, 2000.
THE FEMALE HEALTH COMPANY
BY /s/ O.B. Parrish
---------------------------------------
O.B. Parrish, Chairman and Chief
Executive Officer
This document was drafted by Benjamin G. Lombard, Esq.
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Please return this document to:
Benjamin G. Lombard, Esq.
Reinhart, Boerner, Van Deuren,
Norris & Rieselbach, s.c.
1000 North Water Street, Suite 2100
Milwaukee, WI 53202
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