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012.99440 <br />OFFICER'S CERTIFICATE <br />Michael Baker International, Inc. <br />1 I H. James McKnight hereby certify that: <br />1. 1 am the Executive Vice President, Chief Legal Officer & Corporate Secretary <br />of Michael Baker International, Inc., a corporation duly organized and existing under the <br />laws of the Commonwealth of Pennsylvania, <br />2. The total number of outstanding shares of each class of the corporation <br />entitled to vote on the merger is as follows <br />Class Total No, of Shares Entitled to Vote <br />Common Stock one (1) share <br />3. The principal terms of the agreement of merger in the form attached were <br />approved by the shareholders of this corporation by a vote of the number of shares of <br />each class which equaled or exceeded the vote required by each class to approve the <br />agreement of merger. <br />Each class entitled to vote and the minimum percentage vote of each class is <br />as follows: <br />Class <br />Common Stock <br />Minimum Percentage Vote <br />50.1 % <br />I further declare under penalty of perjury under the laws of the State of California <br />under the laws of the State of California that the matters set forth in this certificate are <br />true and correct of our own knowledge, <br />DATE: July 1, 2015 <br />sy:µ <br />Name-H. 7di e's.iutcr-iCii <br />Tide: Executive Vice President, Chief Legal Officer & Corporate Secretary <br />