Avery Dennison : Amended and Restated ByLaws

AMENDED AND RESTATED BYLAWS

OF

AVERY DENNISON CORPORATION

(Adopted as of April 25, 2024)

	TABLE OF CONTENTS
ARTICLE I OFFICES
Section 1.	Registered Office	1
Section 2.	Principal Executive Office	1
Section 3.	Other Offices	1
ARTICLE II STOCKHOLDERS
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings of Stockholders	2
Section 3.	Special Meetings	2
Section 4.	Notice of Stockholders' Meetings	4
Section 5.	Manner of Giving Notice; Affidavit of Notice	5
Section 6.	Quorum	5
Section 7.	Adjourned Meeting and Notice Thereof	5
Section 8.	Voting	6
Section 9.	Waiver of Notice by Absent Stockholders	6
Section 10.	No Stockholder Action by Written Consent Without a Meeting	6
Section 11.	Record Date for Stockholder Notice and Voting	6
Section 12.	Proxies	7
Section 13.	Inspectors of Election; Opening and Closing the Polls	7
Section 14.	Nomination and Stockholder Business	7
Section 15.	Required Vote for Directors	14
Section 16.	Submission of Questionnaire, Representation and Agreement	15
Section 17.	Proxy Access	15
ARTICLE III DIRECTORS
Section 1.	Powers	23
Section 2.	Number and Qualification of Directors	24
Section 3.	Election and Term of Office of Directors	24
Section 4.	Vacancies and Newly Created Directorships	24
Section 5.	Place of Meetings and Telephonic Meetings	24
Section 6.	Annual Meetings	25
Section 7.	Other Regular Meetings	25
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Section 8.	Special Meetings	25
Section 9.	Quorum	25
Section 10.	Waiver of Notice	26
Section 11.	Adjournment	26
Section 12.	Notice of Adjournment	26
Section 13.	Action Without Meeting	26
Section 14.	Fees and Compensation of Directors	26
Section 15.	Chair of the Board	26
ARTICLE IV COMMITTEES
Section 1.	Committees of Directors	27
Section 2.	Meetings and Action of Committees	27
ARTICLE V OFFICERS
Section 1.	Officers	27
Section 2.	Election of Officers	28
Section 3.	Subordinate Officers	28
Section 4.	Removal and Resignation of Officers	28
Section 5.	Vacancies in Office	28
Section 6.	Chief Executive Officer	28
Section 7.	President	28
Section 8.	Vice Presidents	29
Section 9.	Secretary	29
Section 10.	Chief Financial Officer; Treasurer	29
Section 11.	Assistant Secretaries and Assistant Treasurers	30
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
Section 1.	Indemnification and Insurance	30
Section 2.	Fiduciaries of Corporate Employee Benefit Plan	33
ARTICLE VII GENERAL CORPORATE MATTERS
Section 1.	Record Date for Purposes Other Than Notice and Voting	33
Section 2.	Checks, Drafts, Evidences of Indebtedness	34
Section 3.	Corporate Contracts and Instruments; How Executed	34
Section 4.	Stock Certificates	34
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Section 5.	Lost Certificates	34
Section 6.	Representation of Stock of Other Entities	35
Section 7.	Construction and Definitions	35
Section 8.	Seal	35
ARTICLE VIII AMENDMENTS
Section 1.	Amendment by Stockholders	35
Section 2.	Amendment by Directors	35

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AMENDED AND RESTATED BYLAWS

OF

AVERY DENNISON CORPORATION

(A Delaware Corporation)

Avery Dennison Corporation (hereinafter called the "corporation"), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware, as amended (the "General Corporation Law") adopts these Amended and Restated Bylaws (hereinafter, the "Bylaws"), which restate, amend and supersede the bylaws of the corporation, as previously amended and restated, in their entirety as described below:

ARTICLE I

OFFICES

Section 1. Registered Office.

The registered office of the corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the corporation (as amended and/or restated from time to time, the "Certificate of Incorporation").

Section 2. Principal Executive Office.

The principal executive office for the transaction of the business of the corporation shall be designated by the board of directors and located either within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. The board of directors is hereby granted full power and authority to change the principal executive office from one location to another.

Section 3.

Other Offices.

The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine, or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings.

Meetings of stockholders shall be held at any place, if any, within or outside the State of Delaware designated by the board of directors. In the absence of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation.

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Notwithstanding the foregoing, the board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but instead be held by means of remote communication as provided under the General Corporation Law.

Section 2. Annual Meetings of Stockholders.

The annual meeting of stockholders shall be held on the last Thursday in April of each year, or on such other day, which shall not be a legal holiday, and at such time as shall be determined by the board of directors. Any previously scheduled annual meeting of stockholders may be postponed, rescheduled or cancelled by resolution of the board of directors upon public notice given prior to the date previously scheduled for such annual meeting of stockholders.

Section 3. Special Meetings.

1. 1. Except as provided in Section 3(B), a special meeting of stockholders may be called at any time by the board of directors, a majority of the directors or a committee authorized by the board to do so. Business transacted at such special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of meeting.
   2. A special meeting of stockholders shall be called by the Secretary of the corporation upon written request (a "Special Meeting Request") of one or more holders of record who "Own" (as defined in Section 17(D) of this Article II) at least twenty-five percent (25%) of the outstanding shares of common stock of the corporation (the "Requisite Percentage") and who have complied in full with the requirements set forth in these Bylaws.
   3. 1. A Special Meeting Request must be delivered to the attention of the Secretary at the principal executive offices of the corporation. A Special Meeting Request shall be valid only if it is signed and dated by each stockholder of record submitting the Special Meeting Request and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made, or such stockholder's or beneficial owner's duly authorized agent (each, a "Requesting Stockholder") collectively representing the Requisite Percentage, and includes (a) a statement of the specific purpose(s) of the special meeting and the reasons for conducting such business at the special meeting; (b) as to any director nominations proposed to be presented at the special meeting and any matter (other than a director nomination) proposed to be conducted at the special meeting and as to each Requesting Stockholder, the information, statements, representations, agreements and other documents that would be required to be set forth in or included with a stockholder's notice of a nomination pursuant to Section 14 of this Article II (including any nominee's written consent to being named in the corporation's proxy statement as a nominee and to serving as a director if elected) and/or a stockholder's notice of business proposed to be brought before a meeting pursuant to Section 14 of this Article II, as applicable; (c) a representation that a Requesting Stockholder or a qualified representative (as defined in Section 14(D)(2) of this Article
2. thereof intends to appear in person or by proxy at the special meeting to present the nomination(s) or business to be brought before the special meeting; (d) an agreement by the Requesting Stockholders to notify the corporation promptly in the event of any disposition prior to the date of the special meeting of shares of the corporation owned beneficially or of record and an acknowledgement that any such disposition shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares; and (e) documentary evidence that the

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Requesting Stockholders Own the Requisite Percentage; provided, however, that if the Requesting Stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten (10) days after the date on which the Special Meeting Request is delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made beneficially Own the Requisite Percentage. In addition, the Requesting Stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made shall (x) further update and supplement the information provided in the Special Meeting Request, if necessary, so that the information provided or required to be provided therein shall be true and correct as of the record date for the special meeting and as of the date that is ten

1. business days prior to the special meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the corporation not later than five (5) days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed in the case of the update and supplement required to be made as of the record date and not later than eight (8) business days prior to the date of the special meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the special meeting or any adjournment or postponement thereof and (y) promptly provide any other information reasonably requested by the corporation.
2. 1. A Special Meeting Request shall not be valid, and a special meeting requested by stockholders shall not be held, if (a) the Special Meeting Request does not comply with this Section 3; (b) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law (as determined in good faith by the board of directors); (c) the Special Meeting Request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the date of the next annual meeting; (d) an identical or substantially similar item (as determined in good faith by the board of directors, a "Similar Item"), other than the election of directors, was presented at an annual or special meeting of stockholders held not more than twelve (12) months before the Special Meeting Request is delivered; (e) a Similar Item was presented at an annual or special meeting of stockholders held not more than ninety (90) days before the Special Meeting Request is delivered (and, for purposes of this clause (e), the election of directors shall be deemed to be a "Similar Item" with respect to all items of business involving the election or removal of directors, changing the size of the board of directors and the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); (f) a Similar Item is included in the corporation's notice of meeting as an item of business to be brought before an annual or special meeting of stockholders that has been called but not yet held or that is called for a date within ninety (90) days of the receipt by the corporation of a Special Meeting Request; or (g) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Exchange Act (as defined in Section 12) or other applicable law.
   2. Special meetings of stockholders called pursuant to this Section 3 shall be held at such place, if any, on such date, and at such time as the board of directors shall fix; provided, however, that the special meeting shall not be held more than ninety (90) days after receipt by the corporation of a valid Special Meeting Request.

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1. 1. The Requesting Stockholders may revoke a Special Meeting Request by written revocation delivered to the Secretary at the principal executive offices of the corporation at any time prior to the special meeting. If, at any point after sixty (60) days of the first date on which a Special Meeting Request is delivered to the corporation, the unrevoked requests from Requesting Stockholders (whether by specific written revocation or deemed revocation pursuant to Section 3(B)(1)(d)) represent in the aggregate less than the Requisite Percentage, the board of directors, in its discretion, may cancel the special meeting.
   2. In determining whether a special meeting of stockholders has been requested by the Requesting Stockholders representing in the aggregate at least the Requisite Percentage, multiple Special Meeting Requests delivered to the Secretary of the corporation will be considered together only if (a) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting, in each case as determined by the board of directors (which, if such purpose is the election or removal of directors, changing the size of the board of directors and/or the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors, will mean that the exact same person or persons are proposed for election or removal in each relevant Stockholder Meeting Request), and (b) such Special Meeting Requests have been dated and delivered to the Secretary of the corporation within sixty (60) days of the first date on which a Special Meeting Request is delivered to the corporation.
   3. If none of the Requesting Stockholders appear or send a qualified representative to present the nomination and/or business for consideration as specified in the Special Meeting Request, the corporation need not present such nomination and/or business for a vote at the special meeting, notwithstanding that proxies in respect of such nomination and/or business may have been received by the corporation.
   4. Business transacted at any special meeting called pursuant to this Section 3(B) shall be limited to (a) the purpose(s) stated in the valid Special Meeting Request received from the Requisite Percentage of record holders and (b) any additional matters that the board of directors determines to include in the corporation's notice of the special meeting.
2. The board of directors may postpone, reschedule or cancel any previously scheduled special meeting.

Section 4. Notice of Stockholders' Meetings.

All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting being noticed, unless otherwise required by law. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and (i) in case of a special meeting, the purpose or purposes for which the meeting is called, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board of directors intends to present for election.

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Section 5. Manner of Giving Notice; Affidavit of Notice.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of any meeting of stockholders may be given either personally or by mail or other written communication or by electronic transmission addressed to the stockholder at the address of such stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Whenever notice is required to be given to any stockholder to whom (1) notice of 2 consecutive annual meetings, and all notices of meetings or of the taking of action by consent without a meeting to such person during the period between such 2 consecutive annual meetings, or (2) all, and at least 2, payments (if sent by first-class mail) of dividends or interests or securities during a 12 month period, have been mailed addressed to such person at such person's address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice shall not be required. If any such person shall deliver to the corporation a written notice setting forth such person's then current address, the requirement that notice be given to such person shall be reinstated. If mailed, notice shall be deemed to have been given at the time when deposited in the United States mail, postage prepaid, or if delivered personally or sent by means of electronic transmission, notice shall be deemed to have been given at the time provided in accordance with applicable law.

An affidavit of the mailing or other means of giving any notice of any stockholders' meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving such notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. Quorum.

The presence in person or by proxy of the holders of a majority of the voting power of the outstanding shares entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. Adjourned Meeting and Notice Thereof.

Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned or recessed from time to time by the Chair of the meeting, but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in Section 6 of this Article II.

When any meeting of stockholders, either annual or special, is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof (and, in the event that the adjourned meeting is to be conducted by means of remote communications, the means of remote communication by which stockholders and proxy holders may be deemed to be present in person and to vote at the meeting) are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the General Corporation Law, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than thirty (30) days. Notice of any such adjourned meeting, if required,

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shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. Voting.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 11 of this Article II. Such vote may be by voice vote or by ballot, at the discretion of the Chair of the meeting. If a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares present or represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless a different or minimum vote is required by the General Corporation Law, the certificate of incorporation (including the certificate of designations of preferences as to any preferred stock), these Bylaws, or the rules and regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any rule or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be the applicable vote on such matter.

At a stockholders' meeting involving the election of directors, no stockholder shall be entitled to cumulate (i.e., cast for any one or more candidates a number of votes greater than the number of the stockholder's shares). The required vote for the election of directors shall be as set forth in Section 15 of this Article II.

Section 9. Waiver of Notice by Absent Stockholders.

The actions of stockholders taken at any meeting thereof, either annual or special, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present in person or by proxy, gives a waiver of notice of such meeting. The waiver of notice need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders. All such waivers shall be filed with the corporate records or made part of the minutes of the meeting.

Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 10. No Stockholder Action by Written Consent Without a Meeting.

Stockholders may take action only at a regular or special meeting of stockholders.

Section 11. Record Date for Stockholder Notice and Voting.

For purposes of determining the holders entitled to notice of any meeting or adjournment thereof or to vote at such meeting, the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any such meeting, and in such case only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books

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