CERTIFICATE OF MERGER
ADOLPH COORS COMPANY, A COLORADO CORPORATION
WITH AND INTO
ADOLPH COORS COMPANY, A DELAWARE CORPORATION
Under Section 252
of the General Corporation Law
of the State of Delaware
Pursuant to Section 252(c) of the General Corporation Law of the State of Delaware (the “
DGCL ”), Adolph Coors Company, a Delaware corporation (“ Coors ”), in connection with the merger of
Adolph Coors Company, a Colorado corporation (“ ACC Colorado ”), with and into Coors (the “ Merger ”),
hereby certifies as follows:
FIRST. The names and states of organization of the constituent entities to the Merger (the “
Constituent Corporations ”) are:
SECOND. An Agreement and Plan of Merger, dated as of August 14, 2003 (the “ Merger
Agreement ”), between Coors and ACC Colorado has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in accordance with Section 252 of the DGCL.
THIRD. Coors shall be the surviving entity in the Merger. The name of the surviving entity is
Adolph Coors Company.
FOURTH. The certificate of incorporation of Coors as in effect immediately prior to the Merger
shall be the certificate of incorporation of the surviving corporation.
FIFTH. The Merger shall become effective at 4:00 p.m. E.D.T. on the date of the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
SIXTH. An executed copy of the Merger Agreement is on file at the office of the surviving
corporation at 311 10th Street, Golden, Colorado 80401.
SEVENTH. A copy of the Merger Agreement will be furnished by the surviving corporation, on
request and without cost, to any stockholder of either Constituent Corporation.
EIGHTH. The surviving corporation in the Merger will be incorporated in Delaware, and the
authorized capital stock of ACC Colorado immediately prior to the Merger was 226,260,000, of which
1,260,000 shares, no p