ON SEMICONDUCTOR CORPORATION
As Amended and Restated March 5, 2004
SECTION 1. REGISTERED OFFICE. The registered office of ON Semiconductor Corporation (hereinafter referred to as the
“Corporation”) shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington,
in the County of New Castle, in the State of Delaware, which shall be the registered agent of the Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the State of Delaware, at
such place or places as the Board of Directors of the Corporation (hereinafter referred to as the “Board”) may from time to time
appoint or the business of the Corporation may require.
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other
business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of
Delaware, and at such time and date as the Board, by resolution, shall determine and as set forth in the notice of the meeting. In
the event the Board fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at
the offices of the Corporation in Delaware on the first Tuesday of June at 11:30 A.M.
If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next business day. At each
annual meeting, the stockholders entitled to vote shall elect directors by plurality vote, in accordance with Article NINTH of the
Amended and Restated Certificate of Incorporation of the Corporation, and the stockholders may transact such other corporate
business as shall be stated in the notice of the meeting.
SECTION 2. SPECIAL MEETINGS. Except as provided in the Amended and Restated Certificate of Incorporation of the