CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
MICREL, INCORPORATED,
a California Corporation
________________________________
The undersigned, Raymond D. Zinn and Warren H. Muller,
hereby certify that:
ONE: They are the duly elected and acting President,
Chief Executive Officer and Director, and Vice President, Chief
Technology Officer, Secretary and Director, respectively, of
Micrel, Incorporated, a California corporation (the
"Corporation").
TWO: The Articles of Incorporation of the Corporation
shall be amended as follows:
Section 3.1 of Article III shall be amended to read in
its entirety as follows:
3.1. Authorized Capital Stock. This Corporation is
authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is
Two hundred fifty-five million (255,000,000) shares. Two
hundred fifty million (250,000,000) shares shall be Common
Stock, no par value, and five million (5,000,000) shares shall
be Preferred Stock, no par value.
FOUR: The foregoing amendment of Articles of
Incorporation has been duly approved by the Board of Directors
of the Corporation.
FIVE: The foregoing amendment of Articles of
Incorporation was duly approved by the holders of the requisite
number of shares of the Corporation in accordance with Sections
902 and 903 of the California General Corporation Law; the total
number of outstanding shares entitled to vote with respect to
the foregoing amendment was 41,829,128 shares of Common Stock.
The number of shares voting in favor of the foregoing amendment
and restatement equaled or exceeded the vote required, such
required voting being a majority of the outstanding shares of
Common Stock.
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IN WITNESS WHEREOF, the undersigned has executed
this Certificate of Amendment of Articles of Incorporation this
25th day of May, 2000.
/S/ Raymond D. Zinn
________________________________
Raymond D. Zinn,
President, Chief Executive
Officer and Director
/S/ Warren H. Muller
________________________________
Warren H. Muller,
Vice President, Chief
Technology Officer,
Secretary and Director
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The undersigned certifies under penalty of
perjury that he has read the foregoing Certificate of Amendment
of Articles of Incorporation and knows the contents thereof, and
that the statements therein are true.
Executed at San Jose, California, on May 25th, 2000.
/S/ Warren H. Muller
________________________________
Warren H. Muller,
Vice President, Chief
Technology Officer,
Secretary and Director
