2019 Proxy Statement

APPENDIX A – SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BRIDGEWATER BANCSHARES, INC. (Original Articles of Incorporation filed April 21, 2005;

Amendment to the Articles of Incorporation filed August 31, 2015; Amended and Restated Articles of Incorporation filed February 28, 2018)

Bridgewater Bancshares, Inc., a Minnesota corporation originally incorporated on April 21, 2005 and organized and existing under Chapter 302A of the Minnesota Business Corporation Act, as amended (the “ MBCA ”), does hereby certify that the Second Amended and Restated Articles of Incorporation (the “ Articles of Incorporation ”) set forth below have been duly adopted in accordance with Sections 302A.131 and 302A.135 of the MBCA. ARTICLE I NAME The name of the corporation is Bridgewater Bancshares, Inc. (the “ Corporation ”). ARTICLE II REGISTERED OFFICE The registered office of the Corporation is located at 3800 American Boulevard West, Suite 100, Bloomington, Minnesota 55431. ARTICLE III CAPITAL STOCK (A) The total number of shares the Corporation is authorized to issue shall be 85,000,000, of which (i) 75,000,000 shares shall be common stock, par value $0.01 per share (the “ Common Stock ”), and (ii) 10,000,000 shares shall be preferred stock, par value $0.01 (the “ Preferred Stock ”). (B) The Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. ARTICLE IV PURPOSE The purpose of the Corporation is to engage in any business purpose or purposes for which corporations may be formed under the MBCA. ARTICLE V POWERS Subject to any limitations set forth by Minnesota statute or these Articles of Incorporation, the Corporation shall have all the powers necessary or convenient to carry out the purposes for which it is incorporated.

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