BECTON, DICKINSON AND COMPANY
A New Jersey Corporation
as Amended November 23, 1999
The registered office of Becton, Dickinson and Company ("Company") shall be in the Borough of Paramus,
County of Bergen, State of New Jersey or such other place within or without the State of New Jersey as the
Board of Directors may designate. The Company may also establish and have such other offices within or without
the State of New Jersey, as the Board of Directors may designate or its business may require.
Meetings of Shareholders
SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at the registered office of the
Company in New Jersey, or at such other place, within or without the State of New Jersey, as may be
designated by the Board of Directors and stated in the notice of the meeting.
SECTION 2.A. ANNUAL MEETINGS. The annual meeting of shareholders for the election of directors and
the transaction of such other business as may be related to the purposes set forth in the notice of the meeting shall
be held at such time as may be fixed by the Board of Directors.
B. SPECIAL MEETING FOR ELECTION OF DIRECTORS. If the annual meeting of shareholders is not held
on the date designated, the Board of Directors may call a special meeting of the shareholders for the election of
directors and the transaction of other business.
C. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Board of Directors or by
the Chairman of the Board or by the President, and shall be called by the Chairman of the Board or by the
President upon written request of a majority of the Directors then in office, which request shall state the time,
place and purpose of the meeting.
D. ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL MEETINGS OF
SHAREHOLDERS. No business may be transacted at an annual meeting of shareholders, other than business
that is either (a) specified in the notice of meeting (or any supplement thereto) given by