EX-3.1 6 a04-2767_1ex3d1.htm EX-3.1

EXHIBIT 3.1

 

6.5% Series K Cumulative

 

[SPECIMEN]

 

                Shares

Redeemable Preferred Shares

 

 

 

 

 

 

 

 

 

Number

 

 

 

CUSIP 264411 75 2

        

 

 

 

See Reverse for Certain

 

 

 

 

Definitions and Restrictions

 

DUKE REALTY CORPORATION

 

Incorporated under the Laws of the State of Indiana

 

This Certifies that

 

 

is the owner of                           fully paid and non-assessable 6.5% SERIES K CUMULATIVE REDEEMABLE PREFERRED SHARES, $0.01 par value ($250.00 liquidation preference), of Duke Realty Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Third Restated Articles of Incorporation and the Third Amended and Restated Bylaws of the Corporation, each as from time to time amended (copies of which are on file with the Transfer Agent), to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

 

Witness the signatures of its duly authorized officers.

 

Dated:

 

 

 

Authorized Signatures:

 

 

 

 

 

Dennis D. Oklak

Douglas E. Greer

 

President and Chief Operating Officer

Vice President, Deputy General Counsel
and Assistant Secretary

 

Countersigned and Registered:
American Stock Transfer & Trust Company
Transfer Agent and Registrar

 

By:

 

 

 

 

Authorized Signatory

 



 

DUKE REALTY CORPORATION

 

If necessary to effect compliance by the Corporation with requirements of the Internal Revenue Code relating to real estate investment trusts, rights of the holder of the Shares represented by this certificate may be restricted by the Corporation and/or the transfer thereof may be prohibited upon the terms and conditions set forth in the Third Restated Articles of Incorporation, as amended from time to time.  The Corporation will furnish a copy of such terms and conditions and a statement of all the powers, designations, participating, optional or other special rights of each class of stock issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights, to the registered holder of this certificate upon request and without charge.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM

 

--

 

as tenants in common

 

UNIF GIFT MIN ACT --                   Custodian              

 

 

 

 

 

 

(Cust)

 

(Minor)

 

 

 

 

 

 

 

 

 

 

 

TEN ENT

 

--

 

as tenants by the entireties

 

under Uniform Gifts to Minors Act                          (State)

 

 

 

 

 

 

 

 

 

 

 

JT TEN

 

--

 

as joint tenants with right of survivorship
and not as tenants in common

 

 

 

 

 

 

 

For value received,                                hereby sell, assign and transfer unto                           (Please insert social security or other identifying number of assignee)                                                                      (Please print or typewrite name and address, including zip code, of assignee)                                          shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                   Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

Dated

 

 

 

 

 

 

 

NOTICE:

 

 

The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

 

 

 

Signature(s) Guaranteed:

 

 

 

 

 

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

 

KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.