CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
CONSTELLATION
BRANDS, INC.
Under
Section 242 of the Delaware General Corporation Law
Pursuant
to the provisions of Section
242 of the Delaware General Corporation Law, the undersigned, being an
authorized person of the Corporation, hereby certifies and sets forth as
follows:
1. The
name of the Corporation is Constellation Brands, Inc. (the
“Company”).
2. The
name under which the Company was originally incorporated is Canandaigua Wine
Company, Inc. and the date of filing of the original certificate of
incorporation of the Company with the Secretary of State of the State of
Delaware is December 4, 1972.
3. Pursuant
to Section 242 of the Delaware General Corporation Law, the certificate of
incorporation of the Company is hereby amended to increase the number of
authorized shares of the Class A Common Stock of the Company from 300,000,000
shares to 315,000,000 shares, thereby increasing the total number of shares
of
stock which the Company has authority to issue from 331,000,000 shares to
346,000,000 shares. To effect this amendment, Article 4 of the
restated certificate of incorporation is hereby amended to read in its entirety
as follows:
“4. Capitalization: General
Authorization. The total number of shares of stock which the
Corporation shall have authority to issue is Three Hundred Forty-Six Million
(346,000,000) shares consisting of:
(a) Class
A
Common. Three Hundred Fifteen Million (315,000,000) shares designated
as Class A Common Stock, having a par value of One Cent ($.01) per share
(the
“Class A Common”);
(b) Class
B
Common. Thirty Million (30,000,000) shares designated as Class B
Common Stock, having a par value of One Cent ($.01) per share (the “Class B
Common”);
(c) Preferred
Stock. One Million (1,000,000) shares designated as Preferred Stock,
having a par value of One Cent ($.01) per share (the “Preferred
Stock”).”
4. The
foregoing amendment has been duly adopted by the stockholders in accordance
with
the provisions of Section 242 of the General Corporation Law of the State
of
Delaware.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
as
of the 26th day of July, 2007.
|
/s/
Robert Sands
|
|
Robert
Sands, President and Chief Executive
Officer
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