ARTICLES OF INCORPORATION
WAUSAU PAPER MILLS COMPANY
The name of the corporation shall be WAUSAU PAPER MILLS COMPANY.
The period of its existence shall be perpetual.
The purpose shall be to engage in any lawful activity within the purposes for which corporations may be
organized under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes.
The total number of shares of all classes of stock which the Company shall have authority to issue is
100,500,000. Of these (1) 100,000,000 shares shall be common stock without par value (hereinafter sometimes
referred to as "Common Stock"); and (2) 500,000 shares shall be shares of preferred stock without par value
(hereinafter sometimes referred to as "Preferred Stock").
The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing
for the establishment and issuance of Preferred Stock without par value in one or more series; to fix the number
of shares in each such series and to fix the designations and all the powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or restrictions of each such series; and to
determine that shares of each such series shall have more than one vote, or one vote, or less than one vote, or
shall have no voting rights.
The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters
submitted to a vote of shareholders.
No holder of shares of this corporation shall be entitled to preemptive rights or to any right to subscribe for,
purchase or receive any part of any new or additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debentures, or other securities convertible into stock of any class, and all such
additional shares of stock, bonds, debentures or other securities convertible into stock may