Document YGGL6mE14VV6geJLp8XaZwo5O

ARTICLES OF MERGER OF ANACONDA ALUMINUM COM'ANY, INTERNATIONAL SMELTING AND REFINING COMPANY, ANACONDA AMERICAN BRASS COMPANY, AND ANACONDA WIRE AND CA3LS COMPANY INTO THE ANACONDA COMPANY Pursuant to the provisions of Section 15-2263, Revised Codes of Montana, 194.7, as amended. The Anaconda Company, a corporation organized and existing under the laws of the State of Montana (hereinafter sometimes called the "Surviving Corporation"), and 'owning at least ninety-five percent of che shares of each .class of Anaconda Aluminum Company and International Smelting and Refining Company, both Montana corporations. Anaconda American Brass Company, a Connecticut corporation, and Anaconda Wire and 'Cable Company, a Delaware corporation (hereinafter sometimes called the "Constituent Subsidiaries"), hereby executes the within Articles of Merger: 1. The following Plan of Merger was approved by resolution of the Board of Directors of The Anaconda Company adopted on November 2,. 1972. - P'"rC06 1?3 ?- - 1 'WHEREAS, The Anaconda Company,, a Montana corporation (hereinafter called 1che Surviving Corpora:ion'), owns all che outstanding shares of each class of Anacor.ca Aluminum Company, a Montana corporation. International Smelting ar.d Refining Company, a Montana corporation, -Anaconda .American Brass Company, a Con necticut corporation, and Anaconda Wire and Cable Company, a Delaware corporation (hereinafter collectively called 'the Constituent Subsidiaries' and individually a 'Constituent Subsidiary'); and "WHEREAS, the Board of Directors of the Surviving Corporation has determined that it would be in the best interests of the Surviving Corporation to merge each Constituent Subsidiary into the Surviving Corporation; .) "NOW THEREFORE, pursuant to the laws of the States of Montana, Connecticut and Delaware, 1. Effective at the opening of business on January 1, 1973 (such-date and time being hereinafter called 'the effective date of the merger'), the Surviving Corporation hereby merges into itself each Constituent Sub sidiary and assumes all the liabilities and obligations of each Constituent Subsidiary; 2. Every share of each class of the Constituent Subsidiaries which shall be outstanding immediately prior to the effective date of the merger shall, by virtue of the merger and without any action on the part of the Surviving Corporation, be extinguished and cease to exist and shall not be or become shares of the Surviving Corporation, and no shares of the Surviving Corporation shall be issued as a result of the merger; and P^C0C006974 3 3. The Certificate of Incorporation of the Surviving Corporation as heretofore amended shall be and remain the Certificate of Incorporation of the Surviving Corpora tion after the effective date of the merger until further amended as provided therein or by law." 2. The number of outstanding shares of each class of the Constituent Subsidiaries, all of which are owned by the Surviving Corporation, are as follows: Cor.s cicuenc Subsiciarv Class Number of Shares Outstanding - All Owned by Surviving Corporation Anaconda Aluminum Company Capital - Stock 7,599,971 International Smelting and Refining Company Capital Stock 200,000 Anaconda American Brass Company Capital Stock 150,000 Anaconda Wire and Cable Company Capital Scock 250 3. The Surviving Corporation, as sole shareholder of each Constituent Subsidiary, has waived mailing of the ?lan of Merger to shareholders of the Constituent Subsidiaries. 4. The laws of the States of Connecticut and Delaware, under which Anaconda American Brass Company and Anaconda Wire and Cable Company, respectively, are organized. PK1TC0C0C69 75 -4nit che merger or said companies into the Surviving pqration in Che manner provided in che Plan of Merger. IX WITNESS WHEREOF, Che undersigned corporation caused these Articles of Merger to be executed in its e by K. E. Edwards, its Vice President and E. T. Houser, Assistant Secretary this 12th day of December, 1972. THE ANACONDA COMPANY 3y 7 Vice President and___________________________ Assistant Secretary PNYC000069 76 STATE OF NEW YORK. ) ccTirrv c f n e w y o r x ) ss.: I, Mildred X. Nelson, a Notary Public in and for the County and State aforesaid, hereby certify that on the 12 th day of December, 1972, personally appeared before me 1. 7. Houser, who being by me first duly sworn, declared that he is the Assistant Secretary of The Anaconda Company, a Montana corporation, that he, as such Assistant Secretary, duly executed the foregoing Articles of Merger and acknow ledged said Articles of Merger to be his act and deed and the act and deed of said corporation, and that the state ments contained therein are true. IN WITNESS. WHEREOF I have hereunto set my hand and seal of office the day and year aforesaid. [Notarial Seal] Notary Public PNYC00006977