Exhibit 3.1
AMB PROPERTY CORPORATION
ARTICLES SUPPLEMENTARY
REDESIGNATING AND RECLASSIFYING ALL 1,595,337 SHARES OF 7.18%
SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK
AS PREFERRED STOCK
AMB Property Corporation, a corporation organized and existing under the laws of the State of
Maryland (the Corporation), certifies to the State Department of Assessments and Taxation of
Maryland (the SDAT) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the
Corporation (the Board) by Article IV of the Charter of the Corporation and pursuant to Section
2-105 of the Maryland General Corporation Law, the Board, or a duly authorized Committee thereof,
adopted resolutions dated January 29, 2007 and caused to be filed with the SDAT on February 22,
2007 Articles Supplementary (the Series D Articles Supplementary) reclassifying, reestablishing
and redesignating 1,595,337 shares of 7.75% Series D Cumulative Redeemable Preferred Stock, par
value $0.01 per share, as shares of 7.18% Series D Cumulative Redeemable Preferred Stock, par value
$0.01 per share (the Series D Preferred Stock).
SECOND: No shares of Series D Preferred Stock are issued or outstanding.
THIRD: Pursuant to the authority expressly vested in the Board as aforesaid, the Board
adopted resolutions on or as of December 10, 2009 (the Resolutions) reclassifying and
redesignating the 1,595,337 shares of Series D Preferred Stock (the Shares) previously classified
pursuant to the Series D Articles Supplementary, to be and become shares of Preferred Stock, par
value $0.01 per share (the Preferred Stock), of the Corporation as otherwise authorized for
issuance under the Charter of the Corporation, without further designation nor any preferences or
relative, participating, optional, conversion or other rights appertaining thereto, or voting
powers, restrictions, limitations as to dividends, qualifications, terms or conditions of
redemption, other than those, if any, applicable to shares of Preferred Stock of the Corporation
generally, such that the same, as shares of Preferred Stock otherwise authorized for issuance under
the Charter, shall be available for future reclassification and available for issuance upon proper
authorization by the Board from time to time.
FOURTH: The Shares have been redesignated and reclassified by the Board, as contemplated by
the Resolutions, under the authority contained in the Charter.
FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the
vote required by law.
SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts them for
record.
SEVENTH: The undersigned Senior Vice President of the Corporation acknowledges these Articles
Supplementary to be the act of the Corporation and, as to all matters or facts required to be
verified under oath, the undersigned Senior Vice President acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all material respects and
that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed
under seal in its name and on its behalf by its Senior Vice President and attested to by its
Secretary on this 21st day of December, 2009.
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AMB Property Corporation
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By: |
/s/ Nina A. Tran
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Nina A. Tran |
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Senior Vice President |
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ATTEST:
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/s/ Tamra D. Browne
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Tamra D. Browne |
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Secretary |
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