CERTIFICATE OF INCORPORATION
OF
OMNICOM GROUP INC.
(As restated for filing purposes pursuant to
Item 601(b)(3)(i) of Regulation S-K)
FIRST: The name of the corporation is Omnicom Group Inc.
SECOND: The purposes for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the New
York Business Corporation Law, provided that the corporation will not engage in
any act or activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval first
being obtained.
THIRD: The office of the corporation in the State of New York shall be
located in the County of New York.
FOURTH: The total number of shares of stock which the corporation will have
authority to issue is 157,500,000 shares. Of these, 150,000,000 shares are
classified as Common Stock, par value $.50 per share, and 7,500,000 shares are
classified as Preferred Stock, par value $1.00 per share.
The Board of Directors is authorized to divide the 7,500,000 shares of
Preferred Stock from time to time into one or more series, and to determine or
change by resolution for each series its designation, the number of shares of
the series and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the shares of the series. The resolution or
resolutions of the Board of Directors providing for the division of Preferred
Stock into series within a class may include the following provisions:
(1) The distinctive designation of each series and the maximum number of
shares of each series which may be issued, which number may be increased (except
where otherwise provided by the Board of Directors in creating the series) or
decreased (but not below the number of shares of the series then outstanding)
from time to time by action of the Board of Directors;
(2) Whether the holders of shares of each series are entitled to vote and
if so the matters on which they are entitled to vote, the number of votes to
which the holder of each share is entitled, and whether the shares of the series
are to be voted separately or together with shares of other series;
(3) The dividends to which holders of shares of each series will be
entitled; any restrictions, conditions or limitations upon the payment of those
dividends; whether the dividends will be cumulative and, if cumulative, the date
or dates from which the dividends will be cumulative;
(4) Whether the shares of one or more series will be subject to redemption,
and if so, whether redemption will be mandatory or optional, and if optional, at
whose option, the manner of selecting shares for redemption, the redemption
price and the manner of redemption;
(5) The amount payable on shares of each series if there is a liquidation,
dissolution or winding up of the corporation, which amount may vary at different
dates and depending upon whether the liquidation, dissolution or winding up is
voluntary or involuntary;
(6) The obligation, if any, of the Corporation to maintain a purchase,
retirement or sinking fund for shares of each series;
(7) Whether the shares of one or more series will be convertible into, or
exchangeable for, any other types of securities, either at the option of the
holder or of the corporation, and if so, the terms of the conversions or
exchanges;
(8) Any other provisions regarding the powers, preferences and rights, and
the qualifications, limitations or restrictions, of each series which are not
inconsistent with applicable law.
All shares of a series of Preferred Stock will be identical with each other
in all respects, except that shares of any one series issued at different times
may differ as to the dates from which dividends on those shares shall be
cumulative.
FIFTH: No holder of any of the shares of any class of the corporation shall
be entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class of the corporation which the corporation proposes to issue
or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities or obligations of the corporation,
whether now or hereafter authorized or created, may be issued, or may be
reissued or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted by the Board
of Directors to such persons, firms, corporations and associations, and for such
lawful consideration, and on such terms, as the Board of Directors in its
discretion may determine, without first offering the same, or any part thereof,
to any said holder. Without limiting the generality of the foregoing stated
denial of any and all preemptive rights, no holder of shares of any class of the
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corporation shall have any preemptive rights in respect of the matters,
proceedings, or transactions specified in subparagraphs (1) to (6), inclusive,
of paragraph (e) of Section 622 of the Business Corporation Law.
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is: 909 Third Avenue, New York, N.Y. 10022.
EIGHTH: The number of directors shall be fixed by the By-Laws, or by action
of the shareholders or the Board of Directors under specific provisions of a
By-Law adopted by the shareholders entitled to vote in an election for
directors. If the shareholders are empowered by the By-Laws or by law to change
the number of directors constituting the entire Board of Directors, the
affirmative vote of holders of two-thirds in voting power of the outstanding
shares of stock of the corporation shall be required for the shareholders to
change the number of directors constituting the entire Board of Directors. The
directors will be divided into three classes, all of which classes will be as
nearly equal in number as possible, and none of which classes will include fewer
than three directors. The terms of office of the first class of directors
initially classified will expire at the 1987 annual meeting of shareholders,
that of the second class initially classified will expire at the 1988 annual
meeting of shareholders and that of the third class initially classified will
expire at the 1989 annual meeting of shareholders. At each annual meeting of
shareholders after the initial classification, directors to replace those whose
terms expire at an annual meeting will be elected to hold office until the third
succeeding annual meeting of shareholders. If after the directors are classified
the number of directors is changed (1) any newly created directorships or any
decrease in directorships will be so apportioned among the classes as to make
all the classes as nearly equal in number as possible, and (2) when the number
of directors is increased by the Board of Directors and any newly created
directorships are filled by the Board, there will be no classification of
additional directors until the next annual meeting of shareholders. If the
shareholders are empowered by the By-Laws or by law to remove a director (for
cause or otherwise), the exercise of that power will require the affirmative
vote of holders of two-thirds in voting power of the outstanding shares of stock
of the corporation.
NINTH: A director of the corporation shall not be personally liable to the
corporation or its shareholders for damages for breach of fiduciary duty as a
director, except where a judgment or other final adjudication adverse to a
director establishes that such director's acts or omissions were in bad faith or
involved intentional misconduct or knowing violation of law or where such
director personally gained in fact a financial profit or other advantage to
which such director was not legally entitled or where such director's acts
violated Section 719 of The New York Business Corporation Law. Any repeal or
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modification of this Article Ninth shall not adversely affect any right or
protection of a director of the corporation under this Article Ninth in respect
of any acts or omissions of such director which occurred prior to such repeal or
modification.
TENTH: The affirmative vote of holders of two-thirds in voting power of the
outstanding shares of stock of the corporation shall be required to approve (a)
the adoption, amendment or repeal of any provision of the By-Laws, or (b) the
amendment or repeal of Article Eighth or Article Ninth of this Certificate of
Incorporation.
ELEVENTH: Except as may otherwise be specifically provided in this
Certificate of Incorporation, no provision of this Certificate of Incorporation
is intended by the corporation to be construed as limiting, prohibiting, denying
or abrogating any of the general or specific powers or rights conferred under
the Business Corporation Law upon the corporation, upon its shareholders,
bondholders, and security holders, and upon its directors, officers, and other
corporate personnel, including in particular, the power of the corporation to
furnish indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and defined and prescribed rights of
said persons to indemnification as the same are conferred by the Business
Corporation Law.
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