<PAGE>

                                AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                                  BROADVISION, INC.

    The undersigned, Pehong Chen and Kenneth L. Guernsey, hereby certify that:

    ONE:  They are the duly elected and acting President and Secretary,
respectively, of BroadVision, Inc., a Delaware corporation, incorporated in the
State of Delaware on May 13, 1993.

    TWO:  The Amended and Restated Certificate of Incorporation of said
corporation shall be amended and restated to read in full as follow:

                                          I.

    The name of this corporation is BroadVision, Inc. (the "Corporation").

                                         II.

    The registered agent and the address of the registered office in the State
of Delaware are:

              The Prentice-Hall Corporation System, Inc.
              1013 Centre Road
              Wilmington, Delaware  19805

                                         III.

    The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.

                                         IV.

    A.   This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares which the corporation is authorized to issue is fifty-five
million (55,000,000) shares.  Fifty million  (50,000,000) shares shall be Common
Stock, each having a par value of one-hundredth of one cent ($.0001).  Five
million (5,000,000) shares shall be Preferred Stock, each having a par value of
one-hundredth of one cent ($.0001).

    B.   The Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock


<PAGE>

Designation") pursuant to the Delaware General Corporation Law, to fix or
alter from time to time the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions of any wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares constituting any such series
or any of them; and to increase or decrease the number of shares of any
series subsequent to the issuance 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 decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number
of shares of such series.

                                          V.

    For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided that:

    A.
         (1)  The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors.  The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.

         (2)  Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, directors
shall be elected at each annual meeting of stockholders for a term of one
year. Each director shall serve until his successor is duly elected and
qualified or until his death, resignation or removal.  No decrease in the
number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

         (3)  The Board of Directors shall have the power to adopt, amend or
repeal Bylaws.

    B.

         (1)  The directors of the corporation need not be elected by written
ballot unless the Bylaws so provide.

         (2)  No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws and, following the closing of the initial public offering of the
Common Stock, no action shall be taken by the stockholders by written consent.


                                      2.
<PAGE>

         (3)  Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in
the Bylaws of the corporation.

                                         VI.

    A.   A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's 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.  If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director shall be eliminated or limited to
the fullest extent permitted by the Delaware General corporation Law, as so
amended.

    B.   Any repeal or modification of this Article VI shall be prospective
and shall not affect the rights under this Article VI in effect at the time
of the alleged occurrence of any act or omission to act giving rise to
liability or indemnification.

                                         VII.

    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 upon the
stockholders herein are granted subject to this reservation.

                                        VIII.

    THREE:    The foregoing amendment and restatement has been duly approved
by the Board of Directors of said corporation.

    FOUR:  The foregoing amendment and restatement of this Certificate of
Incorporation has been duly adopted in accordance with Sections 228, 242 and
245 of the General Corporation Law of Delaware by the Board of Directors and
stockholders of the Corporation.  The total number of outstanding shares
entitled to vote or act by written consent was seven million four hundred one
thousand four hundred and nine (7,401,409) shares of Common Stock, four
million two hundred sixty-six thousand six hundred sixty-seven (4,266,667)
shares of Series A Preferred Stock, one million three hundred thirty-three
thousand three hundred thirty-three (1,333,333) shares of Series B Preferred
Stock, three million six thousand (3,006,000) shares of Series C Preferred
Stock and six hundred thirty-four thousand three hundred seventy-five
(634,375) shares of Series E Preferred Stock.  A majority of the outstanding
shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series E Preferred Stock approved this Amended
and Restated Certificate of Incorporation by Written Consent in accordance
with Section 228 of the


                                      3.
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General Corporation Law of Delaware and written notice of such was given by
the Corporation in accordance with said Section 228.

    IN WITNESS WHEREOF, BroadVision, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by the President and
Secretary in San Francisco, California, this 25th day of June, 1996.


                             /s/ Dr. Pehong Chen
                             -------------------------------------------
                             Dr. Pehong Chen, President


                             /s/ Kenneth L. Guernsey
                             -------------------------------------------
                             Kenneth L. Guernsey, Secretary


    The undersigned certify under penalty of perjury that they have read the
foregoing Amended and Restated Certificate of Incorporation and they know the
contents thereof, and that the statements therein are true.  Executed at San
Francisco, California, on the 26th day of June, 1996.


                             /s/ Dr. Pehong Chen
                             -------------------------------------------
                             Dr. Pehong Chen, President


                             /s/ Kenneth L. Guernsey
                             -------------------------------------------
                             Kenneth L. Guernsey, Secretary


                                      4.