**Exhibit 3.1**

 

## **RESTATED**

**CERTIFICATEOF INCORPORATION**

**OF**

**SAMSONITECORPORATION**

 

Samsonite Corporation (the “Corporation”), acorporation organized and existing under and by virtue of the laws of the Stateof Delaware, DOES HEREBY CERTIFY that:

 

1.                                       The present nameof the Corporation is Samsonite Corporation. Until July 14, 1995, its namewas Astrum International Corp., and previously was E-II Holdings Inc. andbefore that Esmark International, Inc. The Corporation was initiallyincorporated under the name of KALK International, Inc. and the date offiling of its original Certificate of Incorporation with the Secretary of Stateof the State of Delaware was May 4, 1987.

 

2.                                       This RestatedCertificate of Incorporation was duly adopted by the Board of Directors of theCorporation in accordance with Section 245 of the Delaware GeneralCorporation Law.

 

3.                                       This RestatedCertificate of Incorporation only restates and integrates and does not furtheramend the provisions of the Corporation’s certificate of incorporation asheretofore amended or supplemented, and there is no discrepancy between thoseprovisions and the provisions of this Restated Certificate of Incorporation.

 

4.                                       The text of theRestated Certificate of Incorporation reads as follows:

 

# **ARTICLE I**

#  

The name of the corporation is:

 

Samsonite Corporation

 

# **ARTICLE II**

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The address of the Corporation’s registeredoffice in the State of Delaware is The Prentice-Hall Corporation System, Inc.,2711 Centerville Road, Ste. 400, Wilmington, Delaware 19808, County of New Castle.The name of the Corporation’s registered agent at such address is ThePrentice-Hall Corporation System, Inc.

 

# **ARTICLE III**

#  

The purpose of the Corporation shall be toengage in any lawful act or activity for which corporations may beorganized and incorporated under the General Corporation Law of the State ofDelaware.

 

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# **ARTICLE IV**

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The total number of shares of stock which theCorporation shall have authority to issue is 1,002,000,000 shares, consistingof 2,000,000 shares of preferred stock, par value $.01 per share (hereinafterreferred to as “Preferred Stock”), and 1,000,000,000 shares of common stock,par value $.01 per share (hereinafter referred to as “Common Stock”). Nononvoting equity securities of the Corporation shall be issued by the Corporation.

 

The Preferred Stock may be issued fromtime to time in one or more series. The Board of Directors is hereby authorizedto provide for the issuance of shares of Preferred Stock in series and, byfiling a certificate pursuant to the applicable law of the State of Delaware(hereinafter referred to as a “Preferred Stock Designation”), to establish fromtime to time the number of shares to be included in each such series, and tofix the designation, powers, preferences and rights of the shares of each such series andthe qualifications, limitations and restrictions thereof. The authority of theBoard of Directors with respect to each series shall include, but not belimited to, determination of the following:

 

(a)                                  The designation ofthe series, which may be by distinguishing number, letter or title.

 

(b)                                 The number of sharesof the series, which number the Board of Directors may thereafter (exceptwhere otherwise provided in the Preferred Stock Designation) increase ordecrease (but not below the number of shares thereof then outstanding).

 

(c)                                  Whether dividends, ifany, shall be cumulative or noncumulative and the dividend rate of the series.

 

(d)                                 The dates at whichdividends, if any, shall be payable.

 

(e)                                  The redemption rightsand price or prices, if any, for shares of the series.

 

(f)                                    The terms andamount of any sinking fund provided for the purchase or redemption of shares ofthe series.

 

(g)                                 The amounts payable onshares of the series in the event of any voluntary or involuntaryliquidation, dissolution or winding up of the affairs of the Corporation.

 

(h)                                 Whether the shares ofthe series shall be convertible into shares of any other class orseries, or any other security, of the Corporation or any other corporation,and, if so, the specification of such other class or series or suchother security, the conversion price or prices or rate or rates, anyadjustments thereof, the date or dates as of which such shares shall beconvertible and all other terms and conditions upon which such conversion may bemade.

 

(i)                                     Restrictions onthe issuance of shares of the same series or of any other class orseries.

 

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(j)                                     The voting rights,if any, of the holders of shares of the series.

 

The Common Stock shall be subject to theexpress terms of the Preferred Stock and any series thereof. Each share ofCommon Stock shall be equal to each other share of Common Stock. The holders ofshares of Common Stock shall be entitled to one vote for each such share uponall questions presented to the stockholders.

 

Except as may be provided in thisCertificate of Incorporation or in a Preferred Stock Designation, the CommonStock shall have the exclusive right to vote for the election of directors andfor all other purposes, and holders of Preferred Stock shall not be entitled toreceive notice of any meeting of stockholders at which they are not entitled tovote.

 

The Corporation shall be entitled to treatthe person in whose name any share of its stock is registered as the ownerthereof for all purposes and shall not be bound to recognize any equitable orother claim to, or interest in, such share on the part of any otherperson, whether or not the Corporation shall have notice thereof, except asexpressly provided by applicable law.

 

# **ARTICLE V**

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In furtherance of, and not in limitation of,the powers conferred by law, the Board of Directors is expressly authorized andempowered to adopt, amend or repeal the By-Laws of the Corporation.

 

# **ARTICLE VI**

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The business and affairs of the Corporationshall be managed by or under the direction of a Board of Directors consistingof not less than three nor more than fifteen directors, the exact number ofdirectors to be determined from time to time by resolution adopted by theaffirmative vote of a majority of the Board of Directors. All directors shallbe of one class and serve for a term ending at the annual meetingfollowing the annual meeting at which the director was elected. In no case willa decrease in the number of directors shorten the term of any incumbentdirector. A director shall hold office until the annual meeting at which his orher term expires and until his or her successor shall be elected and shallqualify, subject, however, to prior death, resignation, retirement, disqualificationor removal from office. Any vacancy on the Board of Directors that results froman increase in the number of directors may be filled by a majority of theBoard of Directors then in office, provided that a quorum is present, and anyother vacancy occurring in the Board of Directors may be filled by amajority of the directors then in office, even if less than a quorum, or by asole remaining director. Any director elected to fill a vacancy not resultingfrom an increase in the number of directors shall have the same remaining termas that of his or her predecessor.

 

Notwithstanding the foregoing, whenever theholders of any one or more classes or series of Preferred Stock or anyother class of stock issued by the Corporation shall have the right, votingseparately by class or series, to elect directors at an annual or specialmeeting of stockholders, the election, term of office, filling of vacancies andother features of such directorships shall be governed by the terms of theRestated Certificate of Incorporation

 

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applicable thereto, and such directors so elected shall not be dividedinto classes pursuant to this Article VI unless expressly provided by suchterms.

 

# **ARTICLE VII**

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Each personwho is or was or had agreed to become a director or officer of the Corporation,or each such person who is or was serving or who had agreed to serve at therequest of the Board of Directors or an officer of the Corporation as anemployee or agent of the Corporation or as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise (including the heirs, executor, administrators or estate of suchperson), shall be indemnified by the Corporation, in accordance with theBy-laws of the Corporation, to the full extent permitted from time to time bythe General Corporation Law of the State of Delaware as the same exists or may hereafterbe amended or any other applicable laws as presently or hereafter in effect.Without limiting the generality or the effect of the foregoing, the Corporationmay enter into one or more agreements with any person which provide forindemnification greater or different than that provided in this Article VII.Any amendment or repeal of this Article VII shall not adversely affect anyright or protection existing hereunder immediately prior to such amendment orrepeal.

**ARTICLE VIII**

 

A director of the Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, except for liability (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174of the General Corporation law of the State of Delaware, or (iv) for anytransaction from which the director derived an improper personal benefit. Anyamendment or repeal of this Article VIII shall not adversely affect anyright or protection of a director of the Corporation existing immediately priorto such amendment or repeal.

 

# **ARTICLE IX**

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The Corporation shall not be governed by Section 203of the General Corporation Law of the State of Delaware.

 

# **ARTICLE X**

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The Corporation reserves the right at anytime and from time to time to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation or a Preferred StockDesignation, and any other provisions authorized by the laws of the State ofDelaware at the time in force may be added or inserted, in the manner nowor hereafter prescribed herein or by applicable law, and all rights,preferences and privileges of whatsoever nature conferred upon stockholders,directors or any other persons whomsoever by and pursuant to this Certificateof Incorporation in its present form or as hereafter amended are grantedsubject to the right reserved in this Article X; *provided, however*, that any amendment orrepeal of Article VII or Article VIII of this Certificate ofIncorporation shall not adversely affect any right or protection existing

 

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hereunder immediately prior to such amendment or repeal; and *provided further* that no Preferred StockDesignation shall be amended after the issuance of any shares of the series ofPreferred Stock created thereby, except in accordance with the terms of suchPreferred Stock Designation and the requirements of applicable law.

 

IN WITNESS WHEREOF, Samsonite Corporation has caused this certificate to be signed by the undersigned officers, thereunto duly authorized, this 15th day of December, 2005.

 

 
| ** ** | ** ** | **SAMSONITE CORPORATION** |
|------------|------------|---------------------------|
|       |       |                      |   |
|       |       |                      |   |
|       |       | By:                       | /s/ Marcello Bottoli |   |
|       |       | Name:                     | Marcello Bottoli |   |
|       |       | Title:                    | Chief Executive Officer |   |
|       |       |                      |   |   |
|       |       |                      |   |   |
|       |       | By:                       | /s/ Richard H. Wiley |   |
|       |       | Name:                     | Richard H. Wiley |   |
|       |       | Title:                    | Chief Financial Officer |   |

 

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