BROWN GROUP, INC.
A NEW YORK CORPORATION
ADOPTED BY THE STOCKHOLDERS
JANUARY 11, 1946
AMENDED THROUGH MARCH 5, 1998
BROWN GROUP, INC.
Meetings of Stockholders.
SECTION 1. Annual Meeting. The annual meeting of the Stockholders shall be held at such place within or
without the State of New York as may from time to time be fixed by resolution of the Board of Directors on the
fourth Thursday in May in each and every year (or if said day be a legal holiday, then on the next succeeding day
not a legal holiday), at eleven o'clock in the forenoon, for the purpose of electing directors and of transacting only
such other business as may be properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, the Chairman of the Board, or the President, (b)otherwise properly brought
before the meeting by or at the direction of the Board of Directors, the Chairman of the Board, or the President,
or (c), subject to ARTICLE II, Section 8 hereof, otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive offices of the Company, not less
than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secret