AMENDED AND RESTATED
ARTICLES OF INCORPORATION
APOLLO GROUP, INC.
FIRST: The name of the corporation is APOLLO GROUP, INC.
SECOND: The purposes for which the corporation is organized include the transaction of any or all lawful
business for which corporations may be incorporated under Chapter 1 of Title 10, Arizona Revised Statutes, at
any time. The character of business which the corporation conducts in the State of Arizona is that of a holding
company of stock of corporations which are engaged in the business of the operation and management of
institutions of higher education.
THIRD: The total number of shares of capital stock which the corporation shall have the authority to issue is 404
million shares, consisting of three classes of capital stock:
(a) 400 million shares of Class A Common Stock, no par value per share (the "Class A Common Stock");
(b) 3 million shares of Class B Common Stock, no par value per share (the "Class B Common Stock") (the Class
A Common Stock and the Class B Common Stock collectively are sometimes referred to as the "Common
(c) 1 million shares of Preferred Stock, no par value per share (the "Preferred Stock").
IDENTICAL RIGHTS. Except as otherwise set forth in this Article THIRD, the rights and privileges of the
Common Stock shall be identical, including (without limitation) the right to participate ratably in dividends and
VOTING RIGHTS. Except as otherwise provided herein, the shares of Class A Common Stock shall not be
entitled to vote on any matter. Each share of Class B Common Stock shall be entitled to one vote.
DIVIDENDS. Holders of Common Stock shall be entitled to share ratably and simultaneously as a single class in
all dividends and other distributions of cash, shares of capital stock of the corporation, other securities of the
corporation or any other company, or any other right or property as may be declared thereon by the board of
directors from time to time out