CERTIFICATE OF INCORPORATION
OF GARTNER GROUP, INC.
a Delaware corporation
(originally incorporated on June 1, 1990
under the name "GGI Holding Corporation")
This Restated Certificate of Incorporation has been duly adopted by the Corporation's Board of Directors and
Stockholders in accordance with the applicable provisions of Section 242 and 245 of the General Corporation
Law of the State of Delaware.
The name of the corporation is Gartner Group, Inc. (the "Corporation").
The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of Delaware.
1. Authorized Stock. This corporation is authorized to issue two classes of stock to be designated, respectively,
"common stock" and "preferred stock." The total number of shares which this corporation is authorized to issue is
two hundred fifty-five million (255,000,000) shares. Two hundred fifty million (250,000,000) shares shall be
designated common stock (the "Common Stock"), of which one hundred sixty-six million (166,000,000) shares
shall be designated Common Stock, Class A (the "Class A Common Stock") and eighty-four million
(84,000,000) shares shall be designated Common Stock, Class B (the "Class B Common Stock"). Five million
(5,000,000 shares) shall be designated preferred stock (the "Preferred Stock"), all of which are presently
undesignated as to series.
Each share of Preferred Stock shall have a par value of $0.01 and each share of Common Stock shall have a par
value of $0.0005.
2. Common Stock. The Class A Common Stock and the Class B Common Stock shall be
identical in all re