CERTIFICATE REGARDING ADOPTION OF AN
AMENDMENT TO SECTION 2.01 OF
PEOPLES BANCORP INC.’S
CODE OF REGULATIONS BY THE
SHAREHOLDERS ON APRIL 22, 2010
The undersigned hereby certifies that she is the duly elected, qualified and acting Corporate Secretary of
Peoples Bancorp Inc., an Ohio corporation (the “Corporation”); that the Annual Meeting of the Shareholders
(the “Annual Meeting”) of the Corporation was duly called and held on April 22, 2010, at which Annual Meeting
a quorum of the shareholders of the Corporation was at all times present in person or by proxy; and that the
shareholders of the Corporation duly adopted, by the affirmation vote of the holders of common shares entitling
them to exercise more than a majority of the voting power of the Corporation, the amendment to Section 2.01 of
the Code of Regulations of the Corporation set forth on Annex 1 attached hereto and incorporated herein by this
IN WITNESS WHEREOF, the undersigned Corporate Secretary of Peoples Bancorp Inc., acting for and
on behalf of the Corporation, has hereunto set her hand this 23 rd day of July, 2010.
By: /s/ RHONDA L. MEARS
Rhonda L. Mears, Corporate Secretary
Section 2.01. Authority and Qualifications.
Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation
shall be vested in and exercised by its directors. Directors must be shareholders of the corporation.
No person shall be eligible to be elected as a director unless he shall be in the position of chief executive
officer or active leadership wit