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CERTIFICATE OF ELIMINATION
Pursuant to Section 151 of
The undersigned duly authorized officer of Health Care REIT, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company adopted the resolutions set forth below on July 29, 2010, authorizing a decrease in the number of shares designated as Series G Cumulative Convertible Preferred Stock, $1.00 par value per share (“Series G Stock”), from 2,100,000 shares to zero shares.
2. That, pursuant to Section 151 of the General Corporation Law of