Exhibit 99.1
Restated Certificate of Incorporation
of
Salomon Smith Barney Holdings Inc.
under section 807 of the Business Corporation Law
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The undersigned corporation certifies that:
1 The name of the corporation is Salomon Smith Barney Holdings Inc. The
corporation was originally formed under the name "Sutdex Real Estate, Inc."
2 The Certificate of Incorporation of the corporation was filed with the
Department of State on February 23, 1977, and a Restated Certificate of
Incorporation was filed with the Department of State on July 1, 1999.
3 The text of the Certificate of Incorporation is amended as follows:
Article First of the Certificate of Incorporation is amended to change the
name of the corporation from "Salomon Smith Barney Holdings Inc." to
"Citigroup Global Markets Holdings Inc."
Article Fifth of the Certificate of Incorporation is amended to change the
service of process address.
4 The text of the Certificate of Incorporation, as amended as described in
section 3, is restated to read in its entirety as follows:
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First: Name
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The name of the corporation is Citigroup Global Markets Holdings Inc.
Second: Purpose
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The corporation is formed for the purpose of engaging in any lawful act or
activity for which corporations may be organized under the Business
Corporation Law (the BCL). The corporation is not formed to 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: Office
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The office of the corporation is located in the City of New York, County of
New York.
Fourth: Capital Shares
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(a) The corporation shall have the authority to issue 1,000 common shares,
with a par value of one cent ($.01) per share and 10,000,000 preferred
shares, with a par value of one dollar ($1.00) per share.
(b) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article FOURTH 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
New York, 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 or 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:
(i) the number of shares constituting that series and the distinctive
designation of that series.
(ii) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payments of dividends on
shares of that series;
(iii) whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;
(iv) whether that series shall have conversion or exchange privileges,
and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate
in such events as the board of directors shall determine;
(v) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the
manner of selecting shares for redemption if less than all shares are
to be redeemed, the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(vi) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
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(vii) the right of the shares of that series to the benefit of
conditions and restrictions upon the creation of indebtedness of the
corporation or any subsidiary, upon the issue of any additional shares
(including additional shares of such series or any other series) and
upon the payment of dividends or the making of other distributions on,
and the purchase, redemption or other acquisition by the corporation
or any subsidiary of any outstanding shares of the corporation;
(viii) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment
of shares of that series;
(ix) any restrictions on transfers of shares of that series; and
(x) any other relative, participating, optional or other special
rights, qualifications, limitations or restrictions of that series.
(c) Shares of any series of preferred shares that have been redeemed
(whether through the operation of a sinking fund or otherwise) or
which, if convertible or exchangeable, have been converted into or
exchanged for shares of stock of any other class or classes, shall
have the status of authorized and unissued shares of preferred shares
of the same series and may be reissued as a part of the series of
which they were originally a part or may be reclassified and reissued
as part of a new series of preferred shares to be created by
resolution or resolutions of the board of directors or as part of any
other series of preferred shares, all subject to the conditions and
the restrictions on issuance set forth in the resolution or
resolutions adopted by the board of directors providing for the issue
of any series of preferred shares.
(d) Dividends on outstanding shares of Preferred Stock shall be paid, or
declared and set apart for payment, before any dividends shall be paid
or declared and set apart for payment on outstanding shares of Common
Stock. If upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series
shall be insufficient to pay such holders the full preferential amount
to which they are entitled, then such assets shall be distributed
ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
(e) Subject to the provisions of any applicable law or except as otherwise
provided by the resolution or resolutions providing for the issue of
any series of Preferred Stock, the holders of outstanding shares of
Common Stock shall exclusively possess voting power for the election
of directors and for all other purposes, each holder of record of
shares of Common Stock being entitled to one vote for each share of
Common Stock standing in his name on the books of the corporation.
(f) Except as otherwise provided by the resolution or resolutions
providing for the issue of any series of Preferred Stock, after
payment shall have been made to the holders of Preferred Stock of the
full amount of dividends to which they shall be entitled pursuant to
the resolution or resolutions providing for the issue
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of any series of Preferred Stock, the holders of Common Stock shall be
entitled, to the exclusion of the holders of Preferred Stock of any
and all series, to receive such dividends as from time to time may be
declared by the Board of Directors.
(g) Except as otherwise provided by the resolution or resolutions
providing for the issue of any series of Preferred Stock, in the event
of any liquidation, dissolution or winding up of the corporation
whether voluntary or involuntary, after payment shall have been made
to the holders of Preferred Stock of the full amount to which they
shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of Preferred Stock, the holders of Common
Stock shall be entitled, to the exclusion of the holders of Preferred
Stock of any and all series, to share ratably according to the number
of shares of Common Stock held by them in all remaining assets of the
corporation available for distribution.
Fifth: Agent for Service of Process
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The Secretary of State is designated as agent of the corporation upon whom
process against the corporation may be served. The post office address of
the corporation to which the Secretary of State shall mail process against
the corporation served upon the Secretary of State is Citigroup Global
Markets Holdings Inc., 388 Greenwich Street, New York, NY 10013, attention:
General Counsel.
Sixth: No preemptive rights
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Shareholders shall not be entitled to preemptive rights, directly or
indirectly, in respect of any equity, voting, or other shares of the
corporation.
Seventh: Management of the Business
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The following provisions are inserted for the management of the business
and the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and
of its directors and shareholders:
(a) The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors.
(b) The directors shall have concurrent power with the shareholders to
make, alter, amend, change, add to or repeat the By-Laws of the
corporation.
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(c) The number of directors of the corporation shall be as from time to
time fixed by, or in the manner provided in, the By-Laws of the
corporation. Election of directors need not be by written ballot
unless the By-Laws so provide.
(d) A director may be removed, with or without cause, by a majority vote
of the outstanding common shares.
(e) The corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he, his testator or intestate is or was a
director, officer or employee of the corporation or any predecessor of
the corporation or serves or served any other enterprise as a
director, officer or employee at the request of the corporation or any
predecessor of the corporation, provided that this provision shall not
provide for indemnification to be made to or on behalf of any director
or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was
not legally entitled.
(f) In addition to the powers and authority herein or by statute expressly
conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or
done by the corporation, subject, nevertheless, to the provisions of
the BCL, this Amended and Restated Certificate of Incorporation, and
any By-Laws adopted by the shareholders; provided, however, that no
By-Laws hereafter adopted by the shareholders shall invalidate any
prior act of the directors which would have been valid if such By-Laws
had not been adopted.
Eighth: Amendments
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The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and al
rights conferred upon shareholders herein are granted subject to this
reservation.
Ninth: Limitation of Liability of Directors
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To the fullest extent permitted under section 402 of the BCL, no director
of the corporation shall be personally liable to the corporation or its
shareholders for dam-
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ages for any breach of duty in such capacity, provided that this provision
shall not limit
(a) the liability of any director if a judgment or other final
adjudication adverse to him or her establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled or that his or her acts violated section 719 of the BCL, or
(b) the liability of any director for any act or omission prior to
adoption of a provision authorized by this paragraph.
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5 This amendment and restatement of the Certificate of Incorporation was
authorized by
(i) the board of directors of the corporation pursuant to section 803 of
the BCL and,
(ii) the written consent of the holders of all shares of the corporation
entitled to vote thereon pursuant to section 803 of the BCL.
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This certificate is dated April 7, 2003 and is affirmed by the undersigned
corporation as true under the penalties of perjury.
SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Andrew W. Alter
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Name: Andrew W. Alter
Title: Assistant Secretary
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