WINNEBAGO INDUSTRIES, INC.
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Iowa, shall be located in the City of Forest City, County of
Winnebago, State of Iowa.
The Corporation may have such other offices, either within or without of the State of Iowa, as the Board of
Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting
The Annual Meeting of the Shareholders shall be held on a date in the month of January of each year,
commencing with the January, 1999 meeting, to be annually set by the Board of Directors with written notice
thereof to be given not less than ten (10) days prior thereto by the Secretary, to be held in Forest City, Iowa, at
such place as may be designated by the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.
Section 2. Notice of Shareholder Business and Nominations
(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder
of the Corporation who was a shareholder of record at the time of giving of notice provided for in this Section 2
who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.
(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant
to clause (c) of Section 2(1) of these By-laws, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a proper matter for shareholder
action. To be timely, a shareholder's notice shall be delivered to the Secretary a