Abercrombie & Fitch 2013 Annual Report Download - page 88

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88
3.1
Amended and Restated Certificate of Incorporation of A&F as filed with the Delaware Secretary of State on
August 27, 1996, incorporated herein by reference to Exhibit 3.1 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended November 2, 1996 (File No. 001-12107).
3.2
Certificate of Designation of Series A Participating Cumulative Preferred Stock of A&F as filed with the Delaware
Secretary of State on July 21, 1998, incorporated herein by reference to Exhibit 3.2 to A&F’s Annual Report on
Form 10-K for the fiscal year ended January 30, 1999 (File No. 001-12107).
3.3
Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of
State on July 30, 1999, incorporated herein by reference to Exhibit 3.3 to A&F’s Quarterly Report on Form 10-Q for
the quarterly period ended July 31, 1999 (File No. 001-12107).
3.4
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., as
filed with the Delaware Secretary of State on June 16, 2011, incorporated herein by reference to Exhibit 3.1 to
A&F’s Current Report on Form 8-K dated and filed June 17, 2011 (File No. 001-12107).
3.5
Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. reflecting amendments through
June 16, 2011, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended July 30, 2011 (File No. 001-12107). [This document represents the Amended and Restated
Certificate of Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This
compiled document has not been filed with the Delaware Secretary of State.]
3.6
Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of Abercrombie &
Fitch Co. by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009,
incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed June 16, 2009
(File No. 001-12107).
3.7
Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws by Board of
Directors of Abercrombie & Fitch Co. on June 10, 2009, incorporated herein by reference to Exhibit 3.2 to A&F’s
Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107).
3.8
Certificate regarding Approval of Amendments to Sections 1.09 and 2.04 of Amended and Restated Bylaws of
Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011, incorporated
herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed November 21, 2011 (File
No. 001-12107).
3.9
Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through November 15, 2011,
incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period
ended October 29, 2011 (File No. 001-12107). [This document represents the Amended and Restated Bylaws of
Abercrombie & Fitch Co. in compiled form incorporating all amendments.]
4.1
Rights Agreement, dated as of July 16, 1998, between A&F and First Chicago Trust Company of New York,
incorporated herein by reference to Exhibit 1 to A&F’s Registration Statement on Form 8-A dated and filed July 21,
1998 (File No. 001-12107).
4.2
Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between A&F and First Chicago Trust Company
of New York, incorporated herein by reference to Exhibit 2 to A&F’s Form 8-A (Amendment No. 1), dated April 23,
1999 and filed April 26, 1999 (File No. 001-12107).
4.3
Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27,
1999, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 1999 (File No. 001-12107).
4.4
Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on October 8, 2001,
between A&F and National City Bank, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on
Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107).
4.5
Amendment No. 2, dated as of June 11, 2008, to the Rights Agreement, dated as of July 16, 1998, between A&F and
National City Bank (as successor to First Chicago Trust Company of New York), as Rights Agent, incorporated
herein by reference to Exhibit 4.01 to A&F’s Form 8-A/A (Amendment No. 2), dated and filed June 12, 2008 (File
No. 001-12107).
4.6
Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on November 2,
2009, between A&F and American Stock Transfer & Trust Company, LLC (as successor to National City Bank), as
Rights Agent, incorporated herein by reference to Exhibit 4.6 to A&F’s Form 8-A/A (Amendment No. 5), dated and
filed November 3, 2009 (File No. 001-12107).
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