MEAD JOHNSON NUTRITION COMPANY
AMENDED AND RESTATED BY-LAWS
SECTION 1. Registered Office. The registered office of Mead Johnson Nutrition Company (hereinafter called the “
Corporation ”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, or such other office or agent
as the Board of Directors of the Corporation (the “ Board ”) shall from time to time select.
SECTION 2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the
Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or the business of the Corporation may require.
Meetings of Stockholders
SECTION 1. Place of Meeting. The meetings of the stockholders shall be held at such time and place, either within or
without the State of Delaware, as shall from time to time be fixed by the Board. The Board may, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized
by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”) (or any successor provision
thereto). Any previously scheduled meeting of the stockholders may be postponed by action of the Board taken prior to the
time previously scheduled for such annual meeting of stockholders.
SECTION 2. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as
shall from time to time be fixed by the Board.
SECTION 3. Special Meetings. Except as otherwise required by law or by the Amended and Restated Certificate of
Incorporation of the Corporation (the “ Certificate ”) and subject to the rights of the holders of any series of Preferred Stock,