Exhibit 4.2
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
---------------------
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
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,
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)
Page 2 of 2
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
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
-----------------------------
(Authorized Officer)
Name: Jeffrey B. Newman
Title: Executive Vice President
Page 2 of 2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
EURONET WORLDWIDE, INC.
Euronet Worldwide, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies as follows:
FIRST: That on March 8, 2006, the directors of the Corporation adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation declaring the advisability thereof, and calling
for consideration of the proposed amendment by the Corporation's stockholders.
The resolution setting forth the proposed amendment is as follows:
NOW THEREFORE BE IT RESOLVED, that Article FOURTH (a) of the Certificate of
Incorporation, as amended, shall be amended to 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 One Hundred Million
(100,000,000) shares, consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value two
cents ($0.02) per share ("Preferred Stock");
2. Ninety Million (90,000,000) shares of common stock, par value two
cents ($0.02) per share ("Common Stock").
SECOND: That thereafter, at the Annual Meeting of stockholders of the
Corporation held on May 18, 2006, the stockholders adopted a resolution
approving the foregoing amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its authorized officer this 29th day of June, 2006.
EURONET WORLDWIDE, INC.
By: /s/ Jeffrey B. Newman
----------------------
Jeffrey B. Newman
Executive Vice President,
General Counsel and Secretary