CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
INSITUFORM TECHNOLOGIES, INC.
INSITUFORM TECHNOLOGIES, INC., a corporation organized and existing by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”), pursuant to the provisions of the General
Corporation Law of the State of Delaware (the “General Corporation Law”) does hereby certify as follows:
The Restated Certificate of Incorporation of the Corporation shall be amended by
deleting Article FOURTH in its entirety and substituting therefor a new Article FOURTH in the following form:
“FOURTH: The corporation shall be authorized to issue one hundred twenty-seven
million (127,000,000) shares consisting of one hundred twenty-five million (125,000,000) Class
A common shares, par value one cent ($0.01) per share; and two million (2,000,000) Preferred
shares, par value ten cents ($0.10) per share ) (“Preferred Stock”).”
The amendment to the Restated Certificate of Incorporation of the Corporation set forth
in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section
242 of the General Corporation Law: (a) the Board of Directors of the Corporation, at a meeting on December
15, 2009, having duly adopted resolutions setting forth the proposed amendment and declaring its advisability;
and (b) the stockholders of the Corporation having duly adopted such amendment by the affirmative vote of the
holders of a majority of the outstanding stock entitled to vote thereon, taken at the Corporation’s annual meeting
of stockholders duly called and held on April 21, 2010, upon notice in accordance with Section 222 of the
General Corporation Law.
IN WITNESS WHEREOF , the Corporation has caused this Certificate to be executed on its behalf
by David F. Morris, its Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, as
of this 22nd day of April, 2010.