Pottery Barn 2010 Annual Report Download - page 197

EXHIBIT B
WILLIAMS-SONOMA, INC.
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
ARTICLE I
The name of the corporation is Williams-Sonoma, Inc.
ARTICLE II
The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite
400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is
Corporation Service Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV
The total number of shares of stock that the corporation shall have authority to issue is 260,625,000,
consisting of the following:
253,125,000 shares of Common Stock, par value $0.01 per share. Each share of Common Stock shall entitle
the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.
7,500,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in
one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of
Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is
further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations,
powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares
constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares
of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of
shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then
outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions
thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the
number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting
such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.
B-1
Exhibits