Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
APPLIED MATERIALS, INC.
(as amended to March 10, 2009)
OF
APPLIED MATERIALS, INC.
(as amended to March 10, 2009)
FIRST: The name of the corporation is Applied Materials, Inc.
SECOND: The address of the corporations registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust Company.
THIRD: The name and mailing address of the incorporator of the corporation is:
Donald A. Slichter
Orrick, Herrington & Sutcliffe
55 Almaden Boulevard
San Jose, California 95113
Orrick, Herrington & Sutcliffe
55 Almaden Boulevard
San Jose, California 95113
FOURTH: The nature of the business or purposes to be conducted or promoted by the corporation is
to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FIFTH: 1. The corporation is authorized to issue two classes of shares to be designated,
respectively, Preferred Stock and Common Stock. The number of shares of Preferred Stock
authorized to be issued is One Million (1,000,000) and the number of shares of Common Stock
authorized to be issued is Two Billion Five Hundred Million (2,500,000,000). The stock, whether
Preferred Stock or Common Stock, shall have a par value of $.01 per share.
2. The shares of Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is authorized, by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing or alteration of the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued
series of shares of Preferred Stock; and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of shares of such series
then outstanding. In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to adopt, amend and repeal from time to time any or all of the
bylaws of the corporation, including bylaw amendments increasing or reducing the authorized number
of directors.
SEVENTH: No action shall be taken by the stockholders except at an annual or special meeting of
stockholders. No action shall be taken by stockholders by written consent.
EIGHTH: Elections of directors need not be by written ballot unless the bylaws of the corporation
shall so provide.
NINTH: A director of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
TENTH: 1. Each person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a director, officer, employee or agent, of
the corporation or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the corporation to the fullest extent authorized by the Delaware General
Corporation Law, against all expense, liability and loss (including attorneys fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however, that, except as
provided in paragraph 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The
right to indemnification conferred in this Article shall be a contract right.
2. If a claim under paragraph 1 of this Article is not paid in full by the corporation within
30 days after a written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required, has been tendered to
the corporation) that the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the claimant for the
amount claimed.
3. The right to indemnification conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
4. The corporation may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
ELEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in this Certificate of Incorporation,
including this Article ELEVENTH, may not be amended or repealed in any respect unless such
amendment or repeal is approved by the affirmative vote of not less than a majority of the total
voting power of all outstanding shares of stock in this corporation entitled to vote thereon.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a
corporation to do business both within and without the State of Delaware, and in pursuance of the
Delaware Corporation Law, does hereby make and file this Certificate.
/s/ Donald A. Slichter
Donald A. Slichter
Donald A. Slichter