OREXIGEN THERAPEUTICS, INC.
ARTICLE 1 STOCKHOLDERS
Section 1: Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed those whose
terms expire and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the Board of Directors
shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of
stockholders or, if no such meeting has been held, the date of Incorporation.
Section 2: Special Meetings.
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of
the meeting, may be called by the Board of Directors or the chief executive officer and shall be
held at such place, on such date, and at such time as they or he or she shall fix.
Section 3: Notice of Meetings.
Notice of the place, if any, date, and time of all meetings of the stockholders and the means
of remote communications, if any, by which stockholders and proxyholders may be deemed to be
present in person and vote at such meeting, shall be given, not less than ten (10) nor more than
sixty (60) days before the date on