AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TECH DATA CORPORATION
Name and Address
The name of the Corporation is: TECH DATA CORPORATION
The Corporation’s principal office address is: 5350 Tech Data Drive, Clearwater, Florida 33760
Nature of Business
The Corporation shall enjoy all rights, powers and privileges conferred upon the corporations by the constitution and laws
of the State of Florida.
Authorized Capital Stock
The total number of shares of capital stock that the Corporation may issue is 200,000,000 shares of Common Stock having a
par value of $.0015 per share.
Each share of Common Stock shall be entitled to one vote on all matters submitted to a vote of the shareholders. Each
share of Common Stock shall be entitled to share equally in dividends declared and paid by the Corporation from legally
available funds. In the case of voluntary or involuntary liquidation, distribution or sale of assets, dissolution, or winding up of
the Corporation, holders of the Common Stock are entitled to receive a pro rata share of the amount distributed.
Shareholder Votes on Certain Matters
(a) The affirmative vote of a majority of all the shares of Common Stock outstanding and entitled to vote shall be required to
approve any of the following:
Such affirmative votes shall be in lieu of the vote of shareholders otherwise required by law.
(b) Nominees for director shall be elected to the Board of Directors if the number of votes cast “for” that nominee exceed the
number of votes cast “against” that nominee (excluding abstentions) at any meeting for the election of directors at which a
quorum is present; provided that, if the number of nominees for director exceeds the number of directors to be elected, directors
shall be elected by a plurality of the votes cast at any meeting of shareholders for the election of directors at which a quorum is
present, in each case subject to an