RESTATED CERTIFICATE OF INCORPORATION OF LYDALL, INC.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on
August 26, 1987.
Article 1. The name of the corporation is Lydall, Inc. and is sometimes hereinafter referred to as the “Company.”
Article 2. The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle and the name of the Company’s registered agent at such
address is The Corporation Trust Company.
Article 3. The nature of the business to be transacted and the purposes to be promoted or carried out by the Company are
To do a general manufacturing business and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
Article 4. The designation of each class of stock, the authorized number of shares of each such class, and the par value of
each share thereof, are as follows:
Article 5. The terms, limitations and relative rights and preferences of each class of shares and series thereof and an
express grant of authority to the Board of Directors pursuant to Section 151 of the General Corporation Law of Delaware are as
a) The holders of the Common Stock shall each be entitled to one vote per share.
b) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and
rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased