H.B. FULLER COMPANY
(As amended through July 14, 1999)
ARTICLE I - SHARES
SECTION 1. CERTIFICATES. The forms of certificates for shares shall conform to Section 302A.417 of the
Minnesota Business Corporation Act, as amended from time to time (the "MBCA"), and shall be approved by
the Board of Directors. Each certificate shall be manually signed by the Chief Executive Officer, the President or
an Executive Vice President, a Senior Vice President or a Vice President and by the Secretary or an Assistant
Secretary (except that where any such certificate is manually signed by a transfer agent or a registrar (or by both),
the signatures of any such officers may be facsimile, engraved or printed). All certificates of each class and each
series shall be consecutively numbered. No certificate shall be issued for any share until such share is fully paid.
SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one or more
transfer agents and registrars to countersign and register certificates for shares.
SECTION 3. TRANSFERS OF STOCK. Subject to Section 302A.429 of the MBCA, upon surrender to the
Corporation or the transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the transaction upon its books.
SECTION 4. LOSS OF CERTIFICATES. Except as otherwise provided by Section 302A.419 of the MBCA,
any shareholder claiming a certificate for shares to be lost, stolen, or destroyed shall make an affidavit of that fact
in such form as the appropriate officers of the Corporation shall require and shall give the Corporation a bond of
indemnity in form, in an amount, and with one or more sureties satisfactory to the appropriate officers of the
Corporation, to indemnify the Corporation against any claim which may be made against it on accoun