AUG 19 1988
CERTIFICATE OF INCORPORATION
BMC SOFTWARE, INC.
This Restated Certificate of Incorporation of BMC Software, Inc. (the “Company”) has been duly executed
and is being filed by the undersigned in accordance with the provisions of Section 103 of the General Corporation
Law of the State of Delaware to amend and restate the original Certificate of Incorporation, which was filed on
June 29, 1988, under the Company’s present name, with the Secretary of State of the State of Delaware (the
“Certificate”), to form a corporation under the General Corporation Law of the State of Delaware. The Restated
Certificate of Incorporation was duly adopted by the directors of the Company with the approval of the
stockholders, all in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
The Certificate is hereby amended and restated in its entirety to read as follows:
FIRST: The name of the Corporation is BMC SOFTWARE, INC.
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at
such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage
in any lawful business, act or activity for which corporations may be organized under the General Corporation Law
of the State of Delaware.
FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is Forty Six
Million (46,000,000) shares, of which One Million (1,000,000) shall be shares of Preferred Stock, of the par value
of One Cent ($.01) per share (the “Preferred Stock”), and Forty Five Million (45,000,000) shall be shares of
Common Stock, of the par value of One Cent ($.01) per share (“Common Stock”).
The following is a statement of the designations, preferences, limitations and