SCANA CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
NAME
1.1 The name of the corporation is SCANA Corporation (hereinafter referred to as the “Company").
ARTICLE II
PURPOSE
2.1 The Company is organized to acquire, own and/or sell capital stock and other interests in other companies, including, but not limited to public utilities, and to engage in any
lawful business not required by the South Carolina Business Corporation Act of 1988, as amended from time to time, to be stated in these Articles of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The aggregate number and designation of shares that the
Company shall have authority to issue is 1,000 Common Shares without par value.
3.2 Preemptive Rights. No holder of outstanding shares shall have any preemptive right
with respect to (i) any shares of any class of the Company, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into any such shares or into warrants, rights
or options to purchase any such shares.
3.3 Voting; Distribution. The holders of the Common Shares shall have unlimited voting
rights and are entitled to receive distributions, including dividends, when declared by the Board of Directors, and the net assets of the Company upon the liquidation, dissolution or winding up of the affairs of the Company.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
4.1 The name of the Company's registered agent is Corporation Service Company. The Company's registered office address, which is the business address of the registered agent, is
1703 Laurel Street, Columbia, South Carolina 29201. The registered office is physically located in the County of Richland.
ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION
5.1 Definitions. For purposes of this Article the following definitions shall apply:
(i) "Company"
means the Company and its predecessor Sedona Corp. only and no other predecessor entity or other legal entity;
(ii) "expenses"
include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;
(iii) "liability"
means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity"
means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;
(v) "predecessor
entity" means a legal entity the existence of which ceased upon its acquisition by the Company in a merger or otherwise; and
(vi) "proceeding"
means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.
5.2 Limit on Liability. In every instance in which the South Carolina Business
Corporation Act of 1988, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers
of this Company shall not be liable to the Company or its shareholders.
5.3 Indemnification of Directors and Officers. The Company shall indemnify any
individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Company) because such individual is or was a director or officer of the Company or because such individual is or was
serving the Company, or any other legal entity in any capacity at the request of the Company while a director or officer of the Company, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and
expenses as are incurred because of such individual's willful misconduct, or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Company shall be deemed service at the request of the
Company. The determination that indemnification under this Section 5.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an
officer, as provided in Section 5.4 of this Article; provided, however, that if a majority of the directors of the Company has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and
evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the
Company shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or
officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The
termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Company is
authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 5.3.
5.4 Indemnification of Others. The Company may, to a lesser extent or to the same
extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 5.3, provide indemnification and make advances and reimbursements for expenses to its
employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Company, and may contract in advance to do so.
The determination that indemnification under this Section 5.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by
general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Section 5.3 of this Article shall be limited by the
provisions of this Section 5.4.
5.5 Miscellaneous. The rights of each person entitled to indemnification under this
Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Company. Indemnification pursuant to this Article shall not
be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Company and indemnification under policies of
insurance purchased and maintained by the Company or others. However, no person shall be entitled to indemnification by the Company to the extent such person is indemnified by another, including an insurer. The Company is authorized to purchase
and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Company or any other legal entity at the request of the Company
regardless of the Company's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Company from entering into contracts otherwise permitted by law with any individuals or legal entities,
including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this
Article, and to this end the provisions of this Article are severable.
5.6 Amendments. No amendment, modification or repeal of this Article shall diminish the
rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.
5.7 Prior Rights. The amendment and restatement of these Articles of Incorporation shall
not reduce or eliminate any rights relating to (i) exculpation of directors, (ii) limitation of liability of directors and officers, (iii) advancement of expenses or (iv) indemnification that were provided prior to the effective time of the
merger pursuant to that certain Agreement and Plan of Merger, dated as of January 2, 2018 by and among Dominion Energy, Inc., Sedona Corp. and the Company (the “Merger Agreement”) by the Company to any then-current or former director or officer
of the Company or its subsidiaries. The Company will not amend, replace or otherwise modify provisions relating to item (i)-(iv) in the preceding sentence, except for in compliance with Section 5.08(b) of the Merger Agreement. Such prior rights
include a limitation of liability provision included in the Articles of Incorporation of the Company prior to the effectiveness of this amendment and restatement of the Articles of Incorporation and such provision shall remain in effect as
modified herein: No director of the Company shall be personally liable to the Company or its shareholders for monetary damages for breach of his or her fiduciary duty as a director occurring after May 22, 1989; provided, however, the foregoing
shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional
misconduct, or a knowing violation of law; (iii) imposed for unlawful distributions as set forth in section 33-8-330 of the South Carolina Business Corporations Act of 1988, as amended from time to time, or (iv) for any transaction from which the
director derived an improper personal benefit. This provision shall eliminate or limit the liability of a director only to the maximum extent permitted from or the time to time by the South Carolina Business Corporations Act of 1988, as amended
from time to time, or any successor law or laws. Any repeal or modification of the foregoing protection by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of
such repeal or modification.
ARTICLE VI
DIRECTORS
6.1 The number of directors of the Company shall be fixed by the bylaws.
