NCS000209 - Sec of State Document

SOSID: 0748371
Date Filed: 11/21/2016 5:40:00 PM
Elaine F. :Marshall
North Carolina Secretary of State
" C2016 322 00207
Delaware Page l
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"HAYNES WIRE COMPANY", A DELAWARE CORPORATION,
WITH AND INTO "HAYNES INTERNATIONAL, INC." UNDER THE NAME OF
"HAYNES INTERNATIONAL, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE ON THE SECOND DAY OF MAY, A.D. 2016, AT
4:38 O'CLOCK P.M.
SR# 20 2 66382 xzg' ,9�//
SR# 20166663825 `"�"'"
You may verify this certificate online at corp.deIaware.gov/authver.shtmI
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Authentication: 203348371
Date: 11-16-16

State of Delawan
Secretary of State
Dlvlsion of Corporations
Dellvemd 04:38 P1105102/2016
FILED 04:38 PM 051022016
SR 20162733556 - Ffle Number 2109284
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HAYNES WIRE COMPANY
WITH AND INTO
HAYNES INTERNATIONAL, INC.
Pursuant to Section 253 of the Delaware General Corporation Law (the
"DGCV), HAYNES INTERNATIONAL, INC. (the "Corporation"), a Delaware
corporation, does hereby certify to the following information relating to the merger (the
"Merger") of HAYNES WIRE COMPANY, a Delaware corporation (the "Subsidiary"),
with and into the Corporation, with the Corporation remaining as the surviving
corporation:
1. The Corporation owns all of the outstanding shares of each class of capital stock of the
Subsidiary.
2. The Board of Directors of the Corporation, by resolutions duly adopted at a meeting
held on April 28, 2016 and attached hereto as Exhibit A, determined to merge the
Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL.
3. The Corporation shall be the surviving corporation of the Merger.
4. The Certificate of Ownership and Merger and the Merger shall become effective
immediately upon filing of this Certificate.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Ownership and Merger to be signed by an authorized officer, the 28A day of April,
2016,
HAYNES TERNATI AL, INC.
By:
anice W. Gunst
Vice President — General
Counsel

v
EXHIBIT A
BOARD RESOLUTIONS
WHEREAS, HAYNES INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), owns all of the issued and outstanding shares of each class of capital
stock of HAYNES WIRE COMPANY, a Delaware corporation (the "Subsidiary"); and
WHEREAS, it is deemed advisable and in the best interest of the Corporation
that the Corporation merge the Subsidiary with and into the Corporation;
NOW, THEREFORE, BE IT:
RESOLVED, that the Subsidiary be merged with and into the Corporation
pursuant to Section 253 of the Delaware General Corporation Law (the "Merger"), so
that the separate existence of the Subsidiary shall cease as soon as the Merger shall
become effective, and the Corporation shall continue as the surviving corporation; and
RESOLVED FURTHER, that the President, any Vice President, the Secretary
and any other officer of the Corporation (each such person, an "Authorized Officer") be,
and each of them hereby is, authorized to prepare and execute a Certificate of Ownership
and Merger setting forth a copy of these resolutions, and to file the Certificate of
Ownership and Merger with the Secretary of State of Delaware and pay any fees related
to such filing; and
RESOLVED FURTHER; that each of the Authorized Officers be, and each of
them hereby is, authorized and empowered to take all such further action and to execute,
deliver and file all such further agreements, certificates, instruments and documents, in
the name and on behalf of the Corporation, and if requested or required, under its
corporate seal duly attested by the Secretary or Assistant Secretary; to pay or cause to be
paid all expenses; to take all such other actions as they or any one of them shall deem
necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or
further the transactions contemplated by and the intent and purposes of the foregoing
resolutions.