AMENDED AND RESTATED BY-LAWS
AS OF MAY 27, 1999
DREXLER TECHNOLOGY CORPORATION (DELAWARE)
ARTICLE 1. OFFICES
1.1 Principal Office. The principal executive office and place of business of the corporation (hereafter called the
"principal office") is fixed and located at:
1077 Independence Avenue Mountain View, CA 94043
The Board of Directors shall have the authority from time to time to change the principal office from one location
to another by amending this Section 1.1.
1.2 Registered Office. The registered office of the corporation in Delaware is located as set forth in the
Certificate of Incorporation. The Board of Directors may by resolution change such location and shall then make
appropriate filings with the Delaware Secretary of State and the Office of the Recorder for the county in which
the new registered office is located.
1.3 Other Offices. One or more branches or other subordinate offices may at any time be fixed and located by
the Board of Directors at such place or places within or without the State of California as it deems appropriate.
ARTICLE II. MEETINGS OF STOCKHOLDERS
2.1 Place of Meetings. Meetings of the stockholders shall be held at any place within or outside the State of
Delaware that may be designated by the Board of Directors. If no such designation is made, the meetings shall be
held at the principal office of the corporation designated in Section 1.1 of these By-Laws.
2.2 Annual Meetings. Unless some other time or date shall be selected by the Board of Directors, the annual
meeting of the stockholders shall be held on the fourth Friday of September in each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day, at the hour of 2:00 P.M., at which time the
stockholders shall elect a Board of Directors and transact such other business as may properly be brought before
the meeting. Whenever held, any business transacted or election held at a duly called and held annual meeting
shall be as valid as if