STATE OF DELAWARE PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "INTERNATIONAL RECTIFIER CORPORATION", FILED IN THIS OFFICE ON
THE FOURTH DAY OF DECEMBER, A.D. 1995, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
INTERNATIONAL RECTIFIER CORPORATION, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of International Rectifier Corporation, held on August 28,
1995, resolutions were duly adopted to amend the Certificate of Incorporation of said corporation to increase the
number of authorized shares of Common Stock from 30,000,000 shares to 150,000,000 shares, declaring said
amendment to be advisable and setting aside the matter for consideration at the Annual Meeting of Stockholders
on November 20, 1995.
SECOND: Article 4 of the Certificate of Incorporation, as submitted to the stockholders of the Corporation in
the Proxy Statement dated September 28, 1995, was amended to read in its entirety:
The total number of shares of stock which the corporation shall have authority to issue is 150,000,000 shares of
Common Stock and 1,000,000 preferred shares. The par value of each of the common and preferred shares is
One Dollar ($1.00) each.
THIRD: That thereafter, pursuant to a resolution of its Board of Directors, the Annual Meeting of Stockholders
of said corporation was duly called and held on November 20, 1995, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares
as required by statute were voted in favor of the a