As Amended 07/29/2009
W.W. GRAINGER, INC.
The principal office of the corporation shall be located in the State of Illinois. The
corporation may have such other offices, either within or without the State of Illinois, as the business
of the corporation may require from time to time.
The registered office of the corporation required by the Illinois Business Corporation Act to
be maintained in the State of Illinois may be, but need not be, identical with the principal office in
the State of Illinois, and the address of the registered office may be changed from time to time by
the board of directors.
SECTION 1. ANNUAL MEETING. (a) The annual meeting of the shareholders shall be held
on the last Wednesday of April, in each year, or at such time as may be determined by the board of
directors, for the purpose of electing directors and for the transaction of such other business as
may properly come before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. If the election of the
directors shall not be held on the day designated herein for any annual meeting or adjournment
thereof, the board of directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as conveniently may be.
(b) At any annual meeting or adjournment thereof only such nominations or other business
shall be conducted as shall have been brought before the meeting (i) by or at the direction of the
board of directors or (ii) by any shareholder (x) who is entitled to vote at the time of giving notice
provided for in this Section 1(b) and remains such until the meeting and (y) who complies with the
procedures and other requirements set forth in this Section 1(b). For nominations or other
business to be properly brought before an annual meeting or adjournment thereof by a shareholder,
the shareholder must have given