CERTIFICATE OF INCORPORATION
GANNETT CO., INC.
(Incorporated February 28, 1972)
The Second 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 Second Restated Certificate of
Incorporation as heretofore amended and the provisions of this Third Restated Certificate of Incorporation, 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 Eight
Hundred Two Million (802,000,000) shares of which Eight Hundred Million (800,000,000) 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 of the Board of Directors to fix by resolution or resolutions such designations and other terms, is as
A. Preferred Stock . The shares of Preferred Stock may be issued from time to time in one or more series.