Exhibit 3.2
AMB PROPERTY CORPORATION
ARTICLES SUPPLEMENTARY
REDESIGNATING AND RECLASSIFYING 800,000 SHARES OF 7.95%
SERIES J 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 September 21, 2001 and caused to be filed with the SDAT on
September 24, 2001, Articles Supplementary (the Series J Articles Supplementary)
classifying and designating 800,000 shares of Preferred Stock, par value $0.01 per share (the
Preferred Stock), as shares of 7.95% Series J Cumulative Redeemable Preferred Stock, par
value $0.01 per share (the Series J Preferred Stock).
SECOND: No shares of Series J 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 May 10, 2007 (the Resolutions) reclassifying all 800,000
shares of the Series J Preferred Stock previously classified pursuant to the Series J Articles
Supplementary, to be and become shares of 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 800,000 shares of Series J Preferred Stock, as aforesaid, 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 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 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed
under seal in its name and on its behalf by its President and attested to by its Secretary on this
15th day of May, 2007.
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AMB Property Corporation
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By: |
/s/ Hamid R. Moghadam
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Hamid R. Moghadam |
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President |
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ATTEST:
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/s/ Tamra D. Browne |
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Secretary |
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[SIGNATURE PAGE TO ARTICLES SUPPLEMENTARY RECLASSIFYING AND REDESIGNATING SERIES J PREFERRED STOCK
DATED MAY 15, 2007]
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