AXCELIS TECHNOLOGIES, INC.
Adopted by the Board of Directors on January 24, 2002
ARTICLE I STOCKHOLDERS
SECTION 1.1. Place of Meetings. All meetings of stockholders shall be held at the principal office of the
corporation or at such other place as may be named in the notice.
SECTION 1.2. Annual Meeting. The annual meeting of stockholders for the election of directors and the
transaction of such other business as may properly come before the meeting shall be held on such date and at
such hour and place as the directors or an officer designated by the directors may determine. If the annual
meeting is not held on the date designated therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.
SECTION 1.3. Special Meetings. Special meetings of the stockholders may be called at any time by the
Chairman of the Board, the Chief Executive Officer, or by the Board of Directors.
SECTION 1.4. Notice of Meetings. Except where some other notice is required by law, written notice of each
meeting of stockholders, stating the place, date and hour thereof and the purposes for which the meeting is called,
shall be given by the Secretary not less than ten nor more than sixty days before the date fixed for such meeting,
to each stockholder of record entitled to vote at such meeting. Notice shall be given personally to each
stockholder or left at his or her residence or usual place of business or mailed postage prepaid and addressed to
the stockholder at his or her address as it appears upon the records of the corporation. In case of the death,
absence, incapacity or refusal of the Secretary, such notice may be given by a person designated either by the
Secretary or by the person or persons calling the meeting or by the Board of Directors. A waiver of such notice
in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent to such notice. Attendance of a pers