SECOND RESTATED Exhibit 3-1
CERTIFICATE OF INCORPORATION
GANNETT CO., INC.
(Incorporated February 28, 1972)
The Restated Certificate of Incorporation of Gannett Co., Inc., as heretofore amended, is hereby restated and
integrated, without further amendment and without discrepancy between the provisions of the Certificate of
Incorporation as heretofore amended and the provisions of this restated certificate, pursuant to adoption by the
Board of Directors of the Corporation in accordance with Section 245 of the General Corporation Law of the
State of Delaware, as follows:
FIRST: The name of the Corporation is: GANNETT CO., INC.
SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
THIRD: 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.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is
Two Hundred Two Million (202,000,000) shares of which Two Hundred Million (200,000,000) shares shall be
Common Stock of the par value of One Dollar ($1.00) per share and Two Million (2,000,000) shares shall be
Preferred Stock of the par value of One Dollar ($1.00) per share. A statement of the designations of the
authorized classes of stock or of any series thereof, and the powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions thereof, or of the authority by the
Board of Directors to fix by resolution or resolutions such designations and other terms, is as follows:
A. Preferred Stock. The shares of the Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby vested with a