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                                                                    EXHIBIT 3.34

                          CERTIFICATE OF INCORPORATION

                                       OF

                                OI AUSTRALIA INC.

          1.   The name of the corporation is OI Australia Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

                NAME                                   MAILING ADDRESS
          -----------------                     -----------------------------
          Jeffrey A. Denker                     One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   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
stockholders herein are granted subject to this reservation.

                                                                         [STAMP]

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          10.  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 Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 16th day of April, 1998.


                                                    /s/ Jeffrey A. Denker
                                                    --------------------------
                                                    Jeffrey A. Denker