CERTIFICATE OF INCORPORATION

   

                                   OF

 

                         HEWLETT-PACKARD COMPANY

 

  

                                ARTICLE I

  

     The name of this corporation is Hewlett-Packard Company (the

  "Corporation").

  

                                ARTICLE II

  

     The address of the Corporation's registered office in the State of

  Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of

  New Castle. The name of its registered agent at such address is The

  Corporation Trust Company.

  

                                ARTICLE III

  

     The nature of the business or purposes to be conducted or promoted

  by the Corporation is to engage in any lawful act or activity for which

  corporations may be organized under the General Corporation Law of

  Delaware.

  

                                ARTICLE IV

  

     The Corporation is authorized to issue two classes of stock to be

  designated, respectively, Preferred Stock, par value $0.01 per share

  ("Preferred"), and Common Stock, par value $0.01 per share ("Common").

  The total number of shares of Common that the Corporation shall have

  authority to issue is 4,800,000,000. The total number of shares of

  Preferred that the Corporation shall have authority to issue is

  300,000,000. The Preferred Stock may be issued from time to time in one

  or more series.

  

     The Corporation shall from time to time in accordance with the

  laws of the State of Delaware increase the authorized amount of its

  Common if at any time the number of Common shares remaining unissued and

  available for issuance shall not be sufficient to permit conversion of

  the Preferred.

  

     The Board of Directors is hereby authorized, subject to limitations

  prescribed by law and the provisions of this Article IV, by resolution to

  provide for the issuance of the shares of Preferred in one or more series,

  and to establish from time to time the number of shares to be included

  in each such series, and to fix the designation, powers, privileges,

  preferences, and relative participating, optional or other rights, if any,

  of the shares of each such series and the qualifications, limitations or

  restrictions thereof.

  

     The authority of the Board with respect to each series shall include,

  but not be limited to, determination of the following:

 

          A.  The number of shares constituting that series (including

       an increase or decrease in the number of shares of any such series

       (but not below the number of shares in any such series then

       outstanding)) and the distinctive designation of that series;

  

          B.  The dividend rate on the shares of that series, whether

       dividends shall be cumulative, and, if so, from which date or

       dates, and the relative rights of priority, if any, of payment of

       dividends on shares of that series;

   

          C.  Whether that series shall have the voting rights (including

       multiple or fractional votes per share) in addition to the voting

       rights provided by law, and, if so, the terms of such voting rights;

  

          D.  Whether that series shall have conversion privileges,

       and, if so, the terms and conditions of such privileges, including

       provision for adjustment of the conversion rate in such events as

       the Board of Directors shall determine;

  

          E.  Whether or not the shares of that series shall be redeemable,

       and, if so, the terms and conditions of such redemption, including

       the date or dates upon or after which they shall be redeemable, and

       the amount per share payable in case of redemption, which amount may

       vary under different conditions and at different redemption rates;

  

          F.  Whether that series shall have a sinking fund for the

       redemption or purchase of shares of that series, and, if so, the

       terms and the amount of such sinking funds;

  

          G.  The rights of the shares of that series in the event of

       voluntary or involuntary liquidation, dissolution or winding up of

       the Corporation, and the relative rights of priority, if any, of

       payment of shares of that series; and

  

          H.  Any other relative rights, preferences and limitations

       of that series.

  

     No holders of shares of the corporation of any class, now or

  hereafter authorized, shall have any preferential or preemptive rights

  to subscribe for, purchase or receive any shares of the corporation of

  any class, now or hereafter authorized, or any options or warrants for

  such shares, or any rights to subscribe for, purchase or receive any

  securities convertible to or exchangeable for such shares, which may at

  any time be issued, sold or offered for sale by the corporation, except

  in the case of any shares of Preferred Stock to which such rights are

  specifically granted by any resolution or resolutions of the Board of

  Directors adopted pursuant to this Article IV.

  

 

                               ARTICLE V

  

     The Corporation is to have perpetual existence.

  

                               ARTICLE VI

  

     For the management of the business and for the conduct of the

  affairs of the Corporation, and in further definition, limitation and

  regulation of the powers of the Corporation, of its directors and of its

  stockholders or any class thereof, as the case may be, it is further

  provided that:

  

          A.  The management of the business and the conduct of the

       affairs of the  Corporation shall be vested in its Board of

       Directors. The number of directors of this Corporation shall not

       be less than eleven (11) nor more than twenty-one (21). The exact

       number of directors shall be fixed and may be changed from time to

       time, within the limits specified above, by an amendment to the

       Bylaws duly adopted by the stockholders or by the Board of

       Directors.

  

          B.  In furtherance and not in limitation of the powers

       conferred by the laws of the State of Delaware, the Board of

       Directors is expressly authorized to make, alter, amend, or repeal

       the Bylaws of the Corporation.

  

          C.  The directors of the Corporation need not be elected by

       written ballot unless the Bylaws of the Corporation so provide.

  

          D.  Advance notice of stockholder nomination for the

       election of directors and of any other business to be brought by

       stockholders before any meeting of the stockholders of the

       Corporation shall be given in the manner provided in the Bylaws of

       the Corporation.

   

          E.  No action shall be taken by the stockholders of the

       Corporation except at an annual or special meeting of the

       stockholders called in accordance with the Bylaws and no action

       shall be taken by the stockholders by written consent.

  

                               ARTICLE VII

  

     At the election of directors of the Corporation, each holder of

  stock of any class or series shall be entitled to cumulative voting

  rights as to the directors to be elected by each class or series in

  accordance with the provisions of Section 214 of the General Corporation

  Law of the State of

  Delaware.

  

                              ARTICLE VIII

  

     The name and mailing address of the incorporator are as follows:

  

          Marie Oh Huber

          Hewlett-Packard Company

          Corporate Legal Department

          3000 Hanover Street

          Palo Alto, California 94304-1185

 

                               ARTICLE IX

  

     The Corporation reserves the right to amend, alter, change, or

  repeal any provision contained in this Certificate of Incorporation, in

  the manner now or hereafter prescribed by the laws of the State of

  Delaware, and all rights conferred herein are granted subject to this

  reservation.

  

                               ARTICLE X

  

     A.  To the fullest extent permitted by the Delaware General

  Corporation Law as the same exists or as may hereafter be amended, no

  director of the Corporation shall be personally liable to the

  Corporation or its stockholders for monetary damages for breach of

  fiduciary duty as a director.

  

     B.  The Corporation may indemnify to the fullest extent permitted

  by law any person made or threatened to be made a party to an action or

  proceeding, whether criminal, civil, administrative or investigative, by

  reason of the fact that he, his testator or intestate is or was a

  director, officer or employee of the Corporation or any predecessor of

  the Corporation or serves or served at any other enterprise as a

  director, officer or employee at the request of the Corporation or any

  predecessor to the Corporation.

  

     C.  Neither any amendment nor repeal of this Article X, nor the

  adoption of any provision of the Corporation's Certificate of

  Incorporation inconsistent with this Article X, shall eliminate or

  reduce the effect of this Article X, with respect of any matter

  occurring, or any action or proceeding accruing or arising or that, but

  for this Article X, would accrue or arise, prior to such amendment,

  repeal, or adoption of an inconsistent provision.

  

                               ARTICLE XI

  

     Meetings of stockholders may be held within or without the State

  of Delaware, as the Bylaws may provide. The books of the Corporation may

  be kept (subject to any provision contained in the laws of the State of

  Delaware) outside of the State of Delaware at such place or places as

  may be designated from time to time by the Board of Directors or in the

  Bylaws of the Corporation.

 

     IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges

  that the foregoing Certificate of Incorporation is her act and deed and

  that the facts stated herein are true.

  

 

                                                  /s/ MARIE OH HUBER

                                                  ------------------

                                                  Marie Oh Huber

                                                  Incorporator

    

  Dated: February 11, 1998

 

 

 

 




                            CERTIFICATE OF AMENDMENT

 

                                     TO THE

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                             HEWLETT-PACKARD COMPANY

 

            --------------------------------------------------------

 

                     Pursuant to Section 242 of the General

                    Corporation Law of the State of Delaware

 

            ---------------------------------------------------------

 

 

     Hewlett-Packard Company, a Delaware corporation (hereinafter called the

"Corporation"), does hereby certify as follows:

 

     FIRST: The first paragraph of Article IV of the Corporation's Certificate

of Incorporation is hereby amended to read in its entirety as set forth below:

 

     The Corporation is authorized to issue two classes of stock to be

     designated, respectively, Preferred Stock, par value $0.01 per share

     ("Preferred"), and Common Stock, par value $0.01 per share ("Common"). The

     total number of shares of Common that the Corporation shall have authority

     to issue is 9,600,000,000. The total number of shares of Preferred that the

     Corporation shall have authority to issue is 300,000,000. The Preferred

     Stock may be issued from time to time in one or more series.

 

     SECOND: Section A of Article VI of the Corporation's Certificate of

Incorporation is hereby amended to read in its entirety as set forth below:

 

     A.   The management of the business and the conduct of the affairs of the

     Corporation shall be vested in its Board of Directors. The number of

     directors of this Corporation shall be not less than eight (8) nor more

     than seventeen (17). The exact number of directors shall be fixed and may

     be changed from time to time, within the limits specified above, by an

     amendment to the Bylaws duly adopted by the stockholders or by the Board of

     Directors.

 

     THIRD: The foregoing amendments were duly adopted in accordance with

Section 242 of the General Corporation Law of the State of Delaware.

 

     IN WITNESS WHEREOF, Hewlett-Packard Company has caused this Certificate to

be duly executed in its corporate name the 27th day of February, 2001.

 

                                         HEWLETT-PACKARD COMPANY

 

 

 

                                         By: /s/ Ann O. Baskins

                                             -----------------------------------

                                             Ann O. Baskins

                                             Vice President, General Counsel &

                                             Secretary

 

 

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

HEWLETT-PACKARD COMPANY

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the corporation is Hewlett-Packard Company (the “Corporation”).

2. The Certificate of Incorporation of the Corporation (as amended by the Certificate of Amendment dated February 28, 2001, the “Certificate”) is hereby amended to reflect a change in the name of the Corporation by deleting Article I of the Certificate in its entirety and restating the same as follows:

“The name of this corporation is HP Inc. (the “Corporation”).”

3. This Amendment to the Certificate was duly adopted in accordance with the provisions of Section 242(b)(1) of the DGCL, which provide that no meeting or vote of stockholders shall be required to adopt an amendment to the certificate of incorporation that effects only changes of a corporation’s name.

4. This Amendment to the Certificate shall be effective at 11:59 p.m. Eastern Time on October 31, 2015.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 19th day of October, 2015.

 

By:

 

/s/ Rishi Varma

Name:  

 

Rishi Varma

Title:

 

Senior Vice President, Deputy General Counsel and Assistant Secretary

 

[As Filed: 10-22-2015]