Best Buy 2009 Annual Report Download - page 91

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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BEST BUY CO., INC.
ARTICLE I
NAME
The name of this corporation shall be Best Buy Co., Inc.
ARTICLE II
REGISTERED OFFICE; REGISTERED AGENT
The registered office of this corporation is located at 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota
55402. Its registered agent at such address is CT Corporation System.
ARTICLE III
SHAREHOLDER VOTING
Except with respect to the election of directors, the shareholders shall take action at a meeting of shareholders by the
affirmative vote of a majority of the voting power of the shares present and entitled to vote, except where a larger
proportion is required by law or these Articles of Incorporation. Subject to the rights, if any, of the holders of one or
more classes or series of Preferred Stock voting separately by class or series to elect directors in accordance with the
terms of such Preferred Stock, each director shall be elected at a meeting of shareholders by the vote of a majority of
the votes cast with respect to the director.
ARTICLE IV
CAPITAL
The aggregate number of shares of all classes of stock which this corporation shall have the authority to issue is One
Billion Four Hundred Thousand (1,000,400,000) shares consisting of:
(1) 1,000,000,000 shares of Common Stock, par value of $.10 per share; and
(2) 400,000 shares of Preferred Stock, par value of $1.00 per share.
The holders of shares of Common Stock shall have one vote for each share of Common Stock held of record on each
matter submitted to the holders of shares of Common Stock.
ARTICLE V
CLASSES AND SERIES
OF STOCK
The shares of the Preferred Stock may be issued from time to time by the Board of Directors in one or more series with
such designations, relative rights, preferences, limitations, dividends, rights, redemption prices, liquidation prices,
C-1