SHILOH INDUSTRIES, INC.
AMENDED AND RESTATED BY-LAWS
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings . All meetings of the stockholders for the election of directors or for any other
purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of
Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of
Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting . An annual meeting of the stockholders, commencing with the year 1994, shall be held on the
first Monday in March if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at
such other date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders
shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may
properly be brought before the meeting.
Section 3. Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by law or by Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of
Incorporation”), may be called only by the Chairman of the Board of Directors, the President, or the Secretary within ten
(10) calendar days after receipt of the written request of a majority of the directors of the Corporation. Any such request by a
majority of the directors of the Corporation must state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings . Written notice of every meeting of the stockholders, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less
than ten (10) nor more than sixty (60) days before the d