(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
(number, street, city or town, state, zip code)
(specify the number(s) of article(s) being amended (I-VI))
(month, day, year)
(check appropriate box)
ARTICLE THIRD of the corporation’s Restated Articles of Organization, as amended, shall be amended to increase the number
of authorized shares of the corporation’s common stock, par value $0.01 per share, from 100,000,000 to 200,000,000 shares.
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
FORM MUST BE TYPED
Articles of Amendment
FORM MUST BE TYPED
(1) Exact name of corporation: GTC Biotherapeutics, Inc.
(2) Registered office address: 175 Crossing Boulevard, Framingham, MA 01702
(3) These articles of amendment affect article(s): Article Three
(4) Date adopted: December 5, 2006
(5) Approved by:
¨ the incorporators.
¨ the board of directors without shareholder approval and shareholder approval was not required.
þ the board of directors and the shareholders in the manner required by law and the articles of organization.
(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions
for implementing the exchange, reclassification or cancellation of issued shares.
To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a
designation of class or series of stock, which the corporation is authorized to issue, complete the following:
Total authorized prior to amendment:
Total authorized after amendment:
* G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L.
Chapter 156D, Section 6.21, and the comments relative thereto.
WITHOUT PAR VALUE