**EXHIBIT3.1**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFLAWSON SOFTWARE, INC.**

(as amended as of August29, 2006)

# **Article I**

The name of the corporation is Lawson Software, Inc.

# **ArticleII**

The address of its registered office in the State ofDelaware is Corporation Trust Company, 1209 Orange Street, Wilmington, NewCastle County, Delaware 19801. The name of its registered agent at such addressis The Corporation Trust Company.

# **ArticleIII**

The purpose of the corporation is to engage in anylawful act or activity for which corporations may now or hereafter be organizedunder the Delaware General Corporation Law, as amended from time to time (“*Delaware Law*”).

# **ArticleIV**

The total number of shares which the corporation isauthorized to issue is 800,000,000 shares as follows: 750,000,000 shares ofcommon stock, par value $.01 per share (the “*CommonStock*”) and 50,000,000 shares of preferred stock, par value $.01 pershare (the “*Preferred Stock*”).

The Preferred Stock may be issued from time to time bythe board of directors as shares of one or more class or series. Subject to theprovisions hereof and the limitations prescribed by law, the board of directorsis expressly authorized, by adopting resolutions providing for the issuance ofshares of any particular class or series and, if and to the extent from time totime required by law, by filing with the Delaware Secretary of State acertificate setting forth the resolutions so adopted pursuant to the DelawareLaw, to establish the number of shares to be included in each such class orseries and to fix the designation and relative powers, including voting powers,preferences, rights, qualifications, limitations and restrictions thereofrelating to the shares of each such class or series. The authority of the boardof directors with respect to each class or series shall include, but not belimited to, determination of the following:

## (i)            the distinctive serial designationof such class or series and the number of shares constituting such class orseries;

## (ii)           the annual dividend rate on shares ofsuch class or series, if any, whether dividends shall be cumulative and, if so,from which date or dates;

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## (iii)          whether the shares of such class orseries shall be redeemable and, if so, the terms and conditions of such redemption,including the date or dates upon and after which such shares shall beredeemable, and the amount per share payable in case of redemption, whichamount may vary under different conditions and at different redemption dates;

## (iv)          the obligation, if any, of thecorporation to retire shares of such class or series pursuant to a sinkingfund;

## (v)           whether shares of such class orseries shall be convertible into, or exchangeable for, shares of stock of anyother class or classes and, if so, the terms and conditions of such conversionor exchange, including the price or prices or the rate or rates of conversionor exchange and the terms of adjustment, if any;

## (vi)          whether the shares of such class orseries shall have voting rights, in addition to any voting rights provided bylaw, and, if so, the terms of such voting rights;

## (vii)         the rights of the shares of such classor series in the event of voluntary or involuntary liquidation, dissolution orwinding-up of the corporation; and

## (viii)        any other relative rights, powers,preferences, qualifications, limitations or restrictions thereof relating tosuch class or series.

The shares of Preferred Stock of any one series shallbe identical with each other in all respects except as to the dates from andafter which dividends thereon shall cumulate, if cumulative.

All shares of Common Stock shall be identical andshall entitle the holders thereof to the same rights and privileges. When andas dividends are declared on the Common Stock, whether payable in cash, in propertyor in securities of the corporation, the holders of the Common Stock shall beentitled to share equally, share for share, in such dividends. Upon anyliquidation, dissolution or winding-up of the corporation, whether voluntary orinvoluntary, after the payment in full of all amounts to which the holders ofthe Preferred Stock shall be entitled, the remaining assets of the corporationto be distributed to the holders of the stock of the corporation shall bedistributed ratably among the holders of the shares of Common Stock. Theholders of shares of the Common Stock shall be entitled to vote on all mattersto be voted on by the stockholders of the corporation, except for matters onwhich holders of shares of a class or series of Preferred Stock are entitled bystatute or board resolution to a separate vote of such class or series ofPreferred Stock. On all matters to be voted on by the holders of Common Stock,the holders shall be entitled to one vote for each share thereof held ofrecord.

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# **Article V**

The number of directors to constitute the whole boardof directors shall be such number (not less than one nor more than twelve) asshall be fixed from time to time by resolution of the board of directorsadopted by such vote as may be required in the by-laws. Each director shallhold office for a term of one year and until a successor is elected andqualified, or until the earlier death, resignation, or removal of the director.Directors shall be elected each year by the stockholders of the corporation at theannual meeting of stockholders. In case of any vacancies, by reason of anincrease in the number of directors or otherwise, each additional director maybe elected by a majority of the directors then in office, even though less thana quorum of the board of directors, to serve until the end of the remainder ofthe term of the class to which such director is assigned and until his or hersuccessor shall have been elected and qualified. No decrease in the number ofdirectors shall shorten the term of any incumbent director.

# **ArticleVI**

All actions required or permitted to be taken by thestockholders of the corporation must be effected at a duly called annual orspecial meeting of stockholders of the corporation and may not be effected byany consent in writing of such stockholders.

# **ArticleVII**

In furtherance and not in limitation of the powerconferred upon the board of directors by law, the board of directors shall havepower to adopt, amend, alter and repeal from time to time the by-laws of thecorporation by majority vote of all directors.

# **ArticleVIII**

The corporation reserves the right to amend thisCertificate of Incorporation in any manner provided herein or permitted byDelaware Law and all rights and powers conferred herein on stockholders,directors and officers, if any, are subject to this reserved power.

# **ArticleIX**

A director of the corporation shall not be liable tothe corporation or its stockholders for monetary damages for breach offiduciary duty as a director, except for liability (i) for any breach of thedirector’s duty of loyalty to the corporation or its stockholders, (ii) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of the law, (iii) under Section 174 of Delaware Law or (iv)for any transaction from which the director derived an improper personalbenefit.

If the Delaware Law is hereafter amended to furthereliminate or limit the liability of a director of a corporation, then adirector of the corporation, in addition to the circumstances set forth herein,shall have no liability as a director (or such liability shall be limited) tothe fullest extent permitted by the Delaware Law as so amended. No repeal ormodification of the foregoing provisions of this Article IX nor, to the fullestextent permitted by law, any modification of law, shall adversely affect anyright or protection of a director of the corporation existing at the time ofsuch repeal or modification.

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# **Article X**

The corporation shall, tothe full extent permitted by Delaware Law, indemnify each officer and directorof the corporation and may, but shall not be obligated to, indemnify anyemployee or agent of the corporation who is not an officer or director of thecorporation as follows:

### (a)           Right to Indemnification. Eachperson who was or is made a party or is threatened to be made a party to or isotherwise involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “*proceeding*”), by reason of the fact that he or she is or wasa director, officer, employee or agent of the corporation or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation or of a partnership, joint venture, trust or otherenterprise, including service with respect to an employee benefit plan(hereinafter an “*indemnitee*”),whether the basis of such proceeding is an alleged action in an officialcapacity as a director, officer, employee or agent or in any other capacitywhile serving as a director, officer, employee or agent, shall or may, asapplicable, be indemnified and held harmless by the corporation to the fullestextent authorized by Delaware Law, as the same exists or may hereafter beamended (but, in the case of any such amendment, only to the extent that suchamendment permits the corporation to provide broader indemnification rightsthan permitted prior thereto), against all expense, liability and loss(including attorneys’ fees, judgments, fines, employee benefit plan excisetaxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith and such indemnificationshall continue as to an indemnitee who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the indemnitee’s heirs,executors and administrators; provided, however, that, except as provided inParagraph (c) hereof with respect to proceedings to enforce rights toindemnification, the corporation shall indemnify any such indemnitee inconnection with a proceeding (or part thereof) initiated by such indemniteeonly if such proceeding (or part thereof) was authorized by the board ofdirectors of the corporation.

### (b)           Right to Advancement of Expenses.The right to indemnification conferred in Paragraph (a) of this Article X shallinclude the right to be paid by the corporation the expenses incurred indefending any proceeding for which such right to indemnification is applicablein advance of its final disposition (hereinafter an “*advancement of expenses*”); provided, however, if DelawareLaw so requires, an advancement of expenses incurred by an indemnitee in his orher capacity as a director or officer (and not in any other capacity in whichservice was or is rendered by such indemnitee, including, without limitation,service to an employee benefit plan) shall be made only upon delivery to thecorporation of an undertaking (hereinafter an “*undertaking*”),by or on behalf of such indemnitee, to repay all amounts so advanced if itshall ultimately be determined by final judicial decision from which there isno further right to appeal (hereinafter a “*finaladjudication*”) that such indemnitee is not entitled to beindemnified for such expenses under this Article X or otherwise.

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### (c)           Right of Indemnitee to Bring Suit.  The rights to indemnification and to theadvancement of expenses conferred in Paragraphs (a) and (b) of this Article Xshall be contract rights; provided that indemnification of any officer ordirector of the Corporation shall be mandatory without further agreement oraction by the officer or director of the corporation and indemnification of anyother employee of the corporation shall require a board resolution or agreementwith such employee. If a claim under Paragraph (a) or (b) of this Article X isnot paid in full by the corporation within sixty days after a written claim hasbeen received by the corporation, except in the case of a claim for anadvancement of expenses, in which case the applicable period shall be twentydays, the indemnitee may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim. If successful in wholeor in part in any such suit, or in a suit brought by the corporation to recoveran advancement of expenses pursuant to the terms of an undertaking, theindemnitee shall be entitled to be paid also the expense of prosecuting ordefending such suit. In (i) any suit brought by the indemnitee to enforce aright to indemnification hereunder (but not in a suit brought by the indemniteeto enforce a right to an advancement of expenses) it shall be a defense for thecorporation that, and (ii) in any suit by the corporation to recover anadvancement of expenses pursuant to the terms of an undertaking the corporationshall be entitled to recover such expenses upon a final adjudication that, theindemnitee has not met any applicable standard for indemnification set forth inDelaware Law. Neither the failure of the corporation (including its board ofdirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such suit that the indemnitee hasmet the applicable standard of conduct set forth in Delaware Law and thatindemnification of the indemnitee is therefore proper in the circumstances, noran actual determination by the corporation (including its board of directors,independent legal counsel, or its stockholders) that the indemnitee has not metsuch applicable standard of conduct, shall create a presumption that the indemniteehas not met the applicable standard of conduct or, in the case of such a suitbrought by the indemnitee, be a defense of the corporation to such suit. In anysuit brought by the indemnitee to enforce a right to indemnification or to anadvancement of expenses hereunder, or by the corporation to recover anadvancement of expenses pursuant to the terms of an undertaking, the burden ofproving that the indemnitee is not entitled to be indemnified, or to suchadvancement of expenses, under this Article X or otherwise shall be on thecorporation.

### (d)           Non-Exclusivity of Rights. Therights to indemnification and to the advancement of expenses conferred in thisArticle X shall not be exclusive of any other right which any person may haveor hereafter acquire under any statute, this Certificate of Incorporation,by-law, agreement, vote of stockholders or of disinterested directors orotherwise.

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### (e)           Insurance.The corporation shall have power to purchase and maintain insurance on behalfof any person who is or was a director, officer, employee or agent of thecorporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against suchperson and incurred by such person in any such capacity, or arising out ofstatus as such, whether or not the corporation would have the power toindemnify such person against such liability under the provisions of DelawareLaw.

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