EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
EURONET SERVICES INC.
FIRST: The name of the corporation (the "Corporation") is:
Euronet Services Inc.
SECOND: (a) The address of the registered office of the Corporation in
Delaware is:
Corporation Trust Center
1209 Orange Street
City of Wilmington, County of New Castle
Delaware 19801
(b) The name of the Corporation's registered agent at the address of
its registered office is:
The Corporation Trust Company
THIRD: The purpose of the Corporation is to engage in, promote and carry on
any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is Forty Million
Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par
value one cent ($.01) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common stock, with a
par value of one cent ($.01) per share ("Common Shares");
(b) The Board of Directors is hereby expressly authorized, subject to
any limitations prescribed by law, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Delaware (such certificate being 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 any
qualifications, limitations or restrictions thereof. The number
of authorized shares of the Preferred Stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of two-thirds
(2/3) of the outstanding Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless
a vote of any such holders is required pursuant to the terms of
any Preferred Stock Designation.
FIFTH: The powers of the Incorporator are to terminate upon the election of
the first Board of Directors. The name and address of the Incorporator
are as follows:
Jeffrey B. Newman
c/o Arent Fox
1050 Connecticut Avenue, N.W.
Washington. D.C. 20036-5339
SIXTH: The Corporation shall be managed by the Board of Directors, which
shall exercise all powers conferred under the laws of the state of
Delaware. The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted
by a majority of the entire Board of Directors.
The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock, shall be divided into three
classes, as nearly equal in number as reasonably possible, with the
term of office of the first class to expire at the conclusion of the
first annual meeting of stockholders, the term of office of the second
class to expire at the conclusion of the annual meeting of
stockholders one year thereafter and the term of office of the third
class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office
until his or her successor shall have been duly elected and qualified.
At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after
their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
Notwithstanding any contained in this Certificate of Incorporation or
the Bylaws of the Corporation to the contrary, the affirmative vote of
the holders of at least 80% of the combined voting power of the then
outstanding shares of stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single
class, shall be required to alter, amend, adopt any provision
inconsistent with or repeal this Article SIXTH.
SEVENTH: The provisions for the regulation of the internal affairs of the
Corporation shall be stated in the Corporations's Bylaws, as they may
be amended from time to time. The Board of Directors shall be
authorized to adopt, amend or repeal the Bylaws.
EIGHTH: The Corporation shall indemnify each of the individuals who may be
indemnified to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as it may be amended
from time to time ("Section 145"), (i) in each and every situation
where the Corporation is obligated to make such indemnification
pursuant to Section 145, and (ii) in each and every situation where,
under Section 145, the Corporation is not obligated, but is permitted
or empowered, to make such indemnification. The Corporation shall
promptly make or cause to be made any determination which Section 145
requires.
NINTH: 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. This provision shall not eliminate or
limit the liability of a director (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 any improper personal benefit. If the
General Corporation Law of the State of Delaware is subsequently
amended to further eliminate or limit the liability of the director,
then a director of the Corporation, in addition to the circumstances
in which a director is not personally liable as set forth in the
preceding sentence, shall not be liable to the fullest extent
permitted by the amended General Corporation Law of the State of
Delaware.
TENTH: The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation.
By executing this Certificate of Incorporation, I hereby declare and
certify that this is my act and deed and the facts stated in this Certificate of
Incorporation are true.
Dated: December 13, 1996 /s/ Jeffrey B. Newman
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Jeffrey B. Newman
Certificate of Correction
Being Filed to Correct
Certain Errors in
The Certificate of Incorporation
of
Euronet Services Inc.
Euronet Services Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify the following:
FIRST: The name of the Corporation is:
Euronet Services Inc.
SECOND: The Certificate of Incorporation (the Certificate) was filed by the
Secretary of State of the State of Delaware on December 13, 1996 and
the Certificate requires correction as permitted by Section 103(f)of
the General Corporation Law of the State of Delaware.
THIRD: The Certificate incorrectly stated Article FOURTH(a) as follows:
FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
Forty Million Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock,
par value one cent ($.01) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common
stock, with a par value of one cent ($.01) per share("Common
Shares");
The foregoing Article FOURTH(a) was erroneously stated since the par
value of the stock is incorrect.
FOURTH: The inaccuracy of the Certificate is hereby corrected, by deleting the
present Article FOURTH(a) and inserting a new Article FOURTH(a) as
follows:
FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
Forty Million Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par
value two cents ($.02) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common stock, with
a par value of two cents ($.02) per share ("Common Shares");
IN WITNESS WHEREOF, this Certificate of Correction is executed on this 4th
day of March, 1997, by the Secretary of the Corporation in accordance with
Section 103(a)(2) of the General Corporation Law of the State of Delaware.
/s/ Jeffrey B. Newman
--------------------
Jeffrey B. Newman,
Secretary
2
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
. First: That at a meeting of the Board of Directors of Euronet Services Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "First" so that, as
amended, said Article shall be and read as follows:
"First: The name of the corporation (the "Corporation") is: Euronet
Worldwide, Inc."
. Second: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
. Third: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
. Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
BY: /s/ Jeffrey Newman
--------------------
(Authorized Officer)
NAME: JEFFREY NEWMAN
--------------------
(Type or Print)
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
. First: That at a meeting of the Board of Directors of Euronet Worldwide,
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Inc. resolutions were duly adopted setting forth a proposed amendment of
----
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
------
amended, said Article shall be and read as follows:
"FOURTH: (a) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Seventy Million
(70,000,000) shares, consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Sixty Million (60,000,000) shares of common stock, par value two cents
($0.02) per share ("Common Stock")."
. Second: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
. Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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. Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
BY: /s/ Michael J. Brown
--------------------
(Authorized Officer)
NAME: MICHAEL J. BROWN
--------------------
(Type or Print)
Attested to BY: /s/ Jeffrey B. Newman
-------------------------
(Corporate Secretary)
NAME: JEFFREY B. NEWMAN
-----------------
(Type or print)
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STATE of DELAWARE
CERTIFICATE of CORRECTION
FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
AMENDMENT OF CERTIFICATE OF INCORPORATION OF
EURONET WORLDWIDE, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON DECEMBER 11, 2001
Euronet Worldwide, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Euronet Worldwide, Inc.
2. That a Certificate of Amendment of Certificate of Incorporation was
filed by the Secretary of State of Delaware on December 11, 2001, and
that said Certificate requires correction as permitted by Section 103
of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The Certificate states it is an amendment to Article
"FOURTH"; however, it should state it is an amendment to Article
"FOURTH (a)".
4. Article First of the Certificate of Amendment is corrected to read as
follows:
. First: That at a meeting of the Board of Directors of Euronet
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Worldwide, Inc. resolutions were duly adopted setting forth a proposed
---------------
amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof number "FOURTH (a)" so that,
----------
as amended, said Article shall be and read as follows:
"FOURTH: (a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is Seventy
Million (70,000,000) shares, consisting of:
Page 1 of 2
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Sixty Million (60,000,000) shares of common stock, par value two
cents ($0.02) per share ("Common Stock")."
5. The remainder of the Article shall be in full force and effect.
In Witness Whereof, said Euronet Worldwide, Inc. has caused this Certificate to
be signed by Jeffrey B. Newman, an authorized officer, this 8th day of February,
2002.
By: /s/ Jeffrey B. Newman
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Authorized Officer
Name: Jeffrey B. Newman
Title: Executive Vice President
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