which shares shall have a par value of USD1.00 per share. The total number of shares of common stock authorized to be 
issued shall be two billion (2,000,000,000) and the total number of shares of preferred stock authorized to be issued 
shall be five million (5,000,000). 
(b) The shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is 
hereby authorized to establish from time to time by resolution or resolutions the number of shares to be included in 
each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the 
qualifications, limitations or restrictions thereof, including but not limited to the fixing or alteration of the 
dividend rights, dividend rate or rates, conversion rights, voting rights, rights and terms of redemption (including 
sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series 
of shares of preferred stock, and the number of shares constituting any such series and the designation thereof, or any 
or all of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of 
that series, but not below the number of shares of such series then outstanding. In case the number of shares of any 
series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the 
adoption of the resolution originally fixing the number of shares of such series. 
FIFTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have power 
to make, alter, amend and repeal the bylaws (except so far as the bylaws adopted by the stockholders shall otherwise 
provide). Any bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or 
repealed by the Board of Directors or by the stockholders. Notwithstanding the foregoing and anything contained in this 
Certificate of Incorporation to the contrary, Sections 1(b)(ii), 1(c) and 3(f) of Article II, and Section 1 of Article 
III of the bylaws shall not be altered, 
 
amended or repealed, and no provisions inconsistent therewith shall be adopted, without the affirmative vote of the 
holders of not less than a majority of the outstanding stock of the corporation entitled to vote generally in the 
election of directors, voting together as a single class (it being understood that for the purposes of this Article 
FIFTH, each share shall have one vote except as otherwise provided in accordance with Article FOURTH). 
SIXTH: (a) The number of directors which shall constitute the whole Board of Directors of this corporation shall be as 
specified in the bylaws of the corporation, subject to the provisions of Article FIFTH herein and this Article SIXTH. 
(b) At each annual meeting of stockholders, directors shall be elected for a term of office to expire at the next 
annual meeting of stockholders, with each director to serve until his successor is duly elected and qualified or until 
his death, resignation or removal. 
 f. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent 
    director. 
 g. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board 
    of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the 
    affirmative vote of a majority of the remaining directors then in office (and not by stockholders), even though 
    less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall 
    hold office until the next annual meeting of stockholders and until such director's successor shall have been 
    elected and qualified. 
 h. Any director may be removed from office without cause but only by the affirmative vote of the holders of not less 
    than a majority of the outstanding stock of the corporation entitled to vote generally in the election of 
    directors, voting together as a single class (it being understood that for the purpose of this Article SIXTH, each 
    share shall have one vote except as otherwise provided in accordance with Article FOURTH). 
 i. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock issued by this 
    corporation having a preference over the common stock as to dividends or upon liquidation, shall have the right, 
    voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the 
    election, term of office, filling of vacancies, terms of removal and other features of such directorships shall be 
    governed by the terms of Article FOURTH and the resolution or resolutions establishing such class or series adopted 
    pursuant thereto. 
SEVENTH: (a) Any action required or permitted to be taken by the stockholders of the corporation must be effected at a 
duly called annual or special meeting of such holders and may not be effected by any consent in writing by such 
holders. 
(b) Special meetings of the stockholders of this corporation for any purpose or purposes may be called at any time by 
the Chairman of the Board, the Chief Executive Officer, the Secretary or by the Board of Directors pursuant to a 
resolution approved by a majority of the entire Board of Directors, but such special meetings may not be called by any 
other person or persons, except as otherwise provided in the bylaws of this corporation. 
 c. Advance notice of stockholder nominations for the election of directors shall be given in the manner provided in 
    the bylaws of this corporation. 
 j. Election of directors need not be by written ballot unless the bylaws of this corporation shall so provide. 
EIGHTH: 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 statute and this Certificate of 
Incorporation, and all rights conferred on stockholders herein are granted subject to this reservation. Notwithstanding 
the foregoing, the affirmative vote of not less than a majority of the total voting power of all outstanding shares of 
stock in this corporation entitled to vote generally in the election of directors voting together as a single class (it 
being understood that for the purposes of this Article EIGHTH, each share shall 
 
have one vote except as otherwise provided in accordance with Article FOURTH) shall be required to alter, amend or 
repeal, or adopt any provisions inconsistent with the provisions set forth in Articles FIFTH, SIXTH, SEVENTH, and this 
Article EIGHTH. 
NINTH: No director shall be personally liable to the corporation or any stockholders for monetary damages for breach of 
fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 
of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any amendment thereto or any 
successor provision thereto or shall be liable by reason that, in addition to any and all other requirements for such 
liability, such director (i) shall have breached the duty of loyalty to the corporation of its stockholders, (ii) shall 
not have acted in good faith, or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a 
manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a 
manner involving intentional misconduct or a knowing violation of law, or (iv) shall have derived an improper personal 
benefit. Neither the amendment nor repeal of this Article NINTH, nor the adoption of any provision of the Certificate 
of Incorporation inconsistent with this Article NINTH, shall eliminate or reduce the effect of this Article NINTH in 
respect of any matter occurring, or any cause of action, suit or claim that, but for this Article NINTH would accrue or 
arise, prior to such amendment, repeal or adoption of an inconsistent provision. 
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Fichier PDF dépôt réglementaire 
Document : Caterpillar Inc.: Files Form 8-K - Amendment to Articles of Incorporation 
=---------------------------------------------------------------- 
Langue :          Français 
Entreprise :      Caterpillar Inc. 
                  510 Lake Cook Road, Suite 100 
                  60015 Deerfield, Illinois 
                  États-Unis 
Téléphone :       224-551-4000 
Internet :        www.caterpillar.com 
ISIN :            US1491231015 
Ticker Euronext : CATR 
Catégorie AMF :   Informations privilégiées / Autres communiqués 
EQS News ID :     1169846 
 
Fin du communiqué  EQS News-Service 
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1169846 19-Fév-2021 CET/CEST

(END) Dow Jones Newswires

February 19, 2021 13:05 ET (18:05 GMT)