Governance : Our Company : GE

Section 3. Authorized Shares

1. General Authorization

   The aggregate number of shares which the corporation is authorized to issue is 13,250,000,000 shares, consisting of:

   1. 13,200,000,000 shares of common stock having a par value of $0.06 per share; and
   2. 50,000,000 shares of preferred stock having a par value of $1 per share.

2. Preferred Stock

   1. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this subsection B, to provide for the issuance of the preferred shares in series, and by filing a certificate pursuant to the Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

      1. The number of shares constituting that series and the distinctive designation of that series;
      2. The dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates;
      3. Whether that series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;
      4. Whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
      5. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
      6. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation;
      7. Any other relative rights, preferences and limitations of that series.
   2. Dividends on outstanding preferred shares shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on the common shares with respect to the same dividend period.

3. Preemptive Rights

   No present or future holder of any shares of the corporation of any class or series, whether heretofore or hereafter issued, shall have any preemptive rights with respect to (1) any shares of the corporation of any class or series, or (2) any other security of the corporation (including bonds and debentures) convertible into or carrying rights or options to purchase such shares.