RESTATED CERTIFICATE OF INCORPORATION
AMERON INTERNATIONAL CORPORATION
AMERON INTERNATIONAL CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby
certifies as follows:
1. The name of the corporation is AMERON INTERNATIONAL CORPORATION, was originally incorporated under the name
AMERON, INC. and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on
February 10, 1986.
2. Pursuant to Section 245 of the Delaware General Corporation Law (“DGCL”), this Restated Certificate of Incorporation restates and
integrates the provisions of the Certificate of Incorporation of this corporation.
3. This Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the corporation in accordance with
Section 245 of the DGCL.
4. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated to read in its
entirety as follows:
The name of this corporation is: Ameron International Corporation.
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH: 1. The total number of shares of stock which the Corporation shall have authority to issue is Twenty-Five Million
(25,000,000), consisting of Twenty-Four Million (24,000,000) shares of Common Stock, par value Two Dollars and 50/100 ($2.50) per share
(the "Common Stock"), and One Million (1,000,000) shares of Preferred Stock, par value One Dollar ($1.00) per share (the "Preferred Stock").