CERTIFICATE OF INCORPORATION
Samsonite Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the laws of the State of Delaware, DOES HEREBY
1. The present name of the Corporation is Samsonite Corporation. Until July
14, 1995, its name was Astrum International Corp., and previously was E-II
Holdings Inc. and before that Esmark International, Inc. The Corporation was
initially incorporated under the name of KALK International, Inc. and the date
of filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware was May 4, 1987.
2. This Restated Certificate of Incorporation was duly adopted by the Board
of Directors of the Corporation in accordance with Section 245 of the Delaware
General Corporation Law.
3. This Restated Certificate of Incorporation hereby restates and
integrates, without further amendment, pursuant to Section 245 of the General
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code, the Company's Certificate of Incorporation, as amended to date, and
includes the Certificate of Designation of the 2003 Convertible Preferred Stock
which was filed with the Secretary of State of the State of Delaware on July 31,
2003, and which is attached hereto as Exhibit A.
4. The text of the Restated Certificate of Incorporation reads as
The name of the corporation is:
The address of the Corporation's registered office in the State of
Delaware is The Prentice-Hall Corporation System, Inc., 2711 Centerville Road,
Ste. 400, Wilmington, Delaware 19808, County of New Castle. The name of the
Corporation's registered agent at such address is The Prentice-Hall Corporation
The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.
The total number of shares of stock which the Corporation shall have
authority to issue is 1,002,000,000 shares, consisting of 2,000,000 shares of
preferred stock, par value $.01 per share (hereinafter referred to as "Preferred
Stock"), and 1,000,000,000 shares of common stock, par value $.01 per share
(hereinafter referred to as "Common Stock"). No nonvoting equity securities of
the Corporation shall be issued by the Corporation.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
(a) The designation of the series, which may be by distinguishing number,
letter or title.
(b) The number of shares of the series, which number the Board of Directors
may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof
(c) Whether dividends, if any, shall be cumulative or noncumulative and the
dividend rate of the series.
(d) The dates at which dividends, if any, shall be payable.
(e) The redemption rights and price or prices, if any, for shares of the
(f) The terms and amount of any sinking fund provided for the purchase or
redemption of shares of the series.
(g) The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation.
(h) Whether the shares of the series shall be convertible into shares of
any other class or series, or any other security, of the Corporation or any
other corporation, and, if so, the specification of such other class or series
or such other security, the conversion price or prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares shall be
convertible and all other terms and conditions upon which such conversion may be
(i) Restrictions on the issuance of shares of the same series or of any
other class or series.
(j) The voting rights, if any, of the holders of shares of the series.
The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of Common Stock. The holders of shares of Common Stock shall be
entitled to one vote for each such share upon all questions presented to the
Except as may be provided in this Certificate of Incorporation or in a
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote.
The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.
In furtherance of, and not in limitation of, the powers conferred by
law, the Board of Directors is expressly authorized and empowered to adopt,
amend or repeal the By-Laws of the Corporation.
The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than three
nor more than fifteen directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority of
the Board of Directors. All directors shall be of one class and serve for a term
ending at the annual meeting following the annual meeting at which the director
was elected. In no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until the annual
meeting at which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the Board of
Directors that results from an increase in the number of directors may be filled
by a majority of the Board of Directors then in office, provided that a quorum
is present, and any other vacancy occurring in the Board of Directors may be
filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director. Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock or any other class of stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the terms of the Restated Certificate of Incorporation applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article VI unless expressly provided by such terms.
Each person who is or was or had agreed to become a director or officer
of the Corporation, or each such person who is or was serving or who had agreed
to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executor, administrators or
estate of such person), shall be indemnified by the Corporation, in accordance
with the By-laws of the Corporation, to the full extent permitted from time to
time by the General Corporation Law of the State of Delaware as the same exists
or may hereafter be amended or any other applicable laws as presently or
hereafter in effect. Without limiting the generality or the effect of the
foregoing, the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
this Article VII. Any amendment or repeal of this Article VII shall not
adversely affect any right or protection existing hereunder immediately prior to
such amendment or repeal.
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for 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 General Corporation law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Any amendment or repeal of this Article VIII shall
not adversely affect any right or protection of a director of the Corporation
existing immediately prior to such amendment or repeal.
The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.
The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation or a Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article X;
provided, however, that any amendment or repeal of Article VII or Article VIII
of this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal; and
provided further that no Preferred Stock Designation shall be amended after the
issuance of any shares of the series of Preferred Stock created thereby, except
in accordance with the terms of such Preferred Stock Designation and the
requirements of applicable law.
IN WITNESS WHEREOF, Samsonite Corporation has caused this certificate
to be signed by the undersigned officers, thereunto duly authorized, this 19 day
of December, 2006.
By: /s/ Marcello Bottoli
Name: Marcello Bottoli
Title: Chief Executive Officer
By: /s/ Richard H. Wiley
Name: Richard H. Wiley
Title: Chief Financial Officer