APPENDIX A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHURCH & DWIGHT CO., INC.
FIRST: The name of the corporation is:
CHURCH & DWIGHT CO., INC.
SECOND: The
address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted is as follows:
(a) To manufacture, buy, sell, import, export, deal in and use chemicals, grocery products, food products, drugs, cleaners, detergents, water softeners,
disinfectants, and consumer or industrial products of every nature and description; and
(b) To conduct any lawful business; to exercise any lawful
purpose or power; and to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.
The foregoing clause of this Article THIRD shall be construed as purposes, objects and powers. The enumeration of specified purposes, objects and powers
shall not be construed to exclude, limit or restrict in any manner, any power, right or privilege given to the Corporation by law, or to limit or restrict the meaning of the general terms or the general powers of the Corporation, nor shall the
expression of one thing be deemed to exclude another, although it be of like nature, not expressed, it being the intent of this Article THIRD that this Corporation shall have and may exercise all the powers now or which hereafter may be conferred by
the laws of the State of Delaware upon corporations formed under the General Corporation Law.
Nothing herein contained shall be construed as giving
the Corporation any rights, powers or privileges not permitted to it by law, but the occurrence within any of the foregoing clauses of any purpose, power or object prohibited by the laws of the State of Delaware or any other state, or of any
territory, dependency or foreign country, in which the Corporation may carry on business, shall not invalidate any other purpose, power or object not so prohibited, by reason of its contiguity or apparent association therewith.
FOURTH: (a) The total number of shares of capital stock which the Corporation shall have authority to issue is 602,500,000 shares of two classes.
600,000,000 shares shall be Common Stock at $1.00 par value per share, and 2,500,000 shares shall be Preferred Stock, at $1.00 par value per share.
(b) A holder of Common Stock shall, be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders for each share of
Common Stock held of record by such holder as of the record date for such meeting.
(c) The class of Preferred Stock may be divided into and issued
in one or more series as follows:
Shares of Preferred Stock may be issued from time to time in one or more series, the shares of each series to
have such voting powers, fully or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and
expressed herein and in a resolution or resolutions providing for the issue of such series adopted by a two-thirds vote of the entire Board of Directors of the Corporation.
The Board of Directors of the Corporation is hereby expressly authorized, by a two-thirds vote of the entire
Board, subject to the limitations provided by law, to establish and designate series of the Preferred Stock, to fix
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Church & Dwight Co. | 2020 Proxy Statement
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