(See also amendments that follow)
ZEBRA TECHNOLOGIES CORPORATION
Section 1.1 The registered office shall be in the City of Wilmington, County of New Castle, State of
Section 1.2 The corporation may also have offices at such other places both within and without the State of
Delaware as the board of directors may from time to time determine or the business of the corporation may
Meetings of Stockholders
Section 2.1 All meetings of the stockholder for the election of directors shall be held at such place within or
without the State of Delaware as shall be designated from time to time by the board of directors and stated in the
notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within
or without the States of Delaware, as shall be stated by the board of directors in its notice of the meeting.
Section 2.2 Annual meetings of stockholders, at which stockholders shall elect directors as provided in the
corporation’s certificate of incorporation in accordance with Section 2.4 of Article II of the by-laws and transact
such other business as may properly be brought before the meeting in accordance with Section 2.5 of Article II
of these by-laws, shall be held on the third Tuesday in May if not a legal holiday, and if a legal holiday, then on
the next business day following, or on such other date as shall be designated from time to time by the board of
directors and stated in the notice of the meeting.
Section 2.3 Except as otherwise required by law, written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than 10 or
more than 60 days before the date of the meeting.
Section 2.4 Only persons who are nominated in accordance with the following procedures shall be eligible to
serve as directors. Nominations of pers