AMENDED AND RESTATED
ARTICLES OF INCORPORATION
HIGHLANDS BANKSHARES, INC .
The name of the Corporation is Highlands Bankshares, Inc.
Paragraph A. The aggregate number of shares of stock which the Corporation shall have the authority
to issue and the par value per share is as follows:
Paragraph B. No holders of any class of stock of the Corporation shall have any preemptive or other
preferential right to purchase or subscribe to (i) any shares of any class of stock of the Corporation, whether
now or hereafter authorized, (ii) any warrants, rights or options to purchase any such stock, or (iii) any
obligations convertible into any such stock or into warrants, rights or options to purchase any such stock.
Paragraph C. The holders of the Common Stock shall have the sole and full power to vote for the
election of directors and for all other purposes without limitation except only as otherwise provided in any
articles of amendment applicable to any series of Preferred Stock, and as otherwise expressly provided by the
then existing statutes of Virginia. The holders of the Common Stock shall have one vote for each share of
Common Stock held by them. Except as may be set forth in any articles of amendment applicable to shares of
Preferred Stock, the holders of the Common Stock shall be entitled to receive the net assets of the Corporation
Paragraph D. Authority is expressly vested in the Board of Directors to divide the Preferred Stock into
and issue the same in series and, to the fullest extent permitted by law, to fix and determine the preferences,
limitations and relative rights of the shares of any series so established, and to provide for the issuance thereof.
Prior to the issuance of any share of a series of Preferred Stock, the Board of Directors shall establish
such series by adopting a resolution setting forth the designation and number of