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This excerpt taken from the C 10-Q filed Nov 6, 2009. Section 10. Fractional Shares.
Series R Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series R Preferred Stock.
Exhibit IV - 5
This excerpt taken from the C DEF 14A filed Jun 18, 2009. Fractional Shares We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we do not expect to issue certificates representing fractional shares. Stockholders of record who would otherwise hold fractional shares because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio ultimately determined by the board of directors will be entitled to receive cash (without interest and subject to applicable withholding taxes) in lieu of such fractional shares from our agent. Our agent will aggregate all fractional shares following the Reverse Stock Split and sell them into the market. The total amount of cash that will be paid to holders of fractional shares following the Reverse Stock Split will be an amount equal to the net proceeds (after customary brokerage commissions and other expenses) attributable to such sale. Holders of fractional shares as a result of the Reverse Stock Split will be paid such proceeds on a pro rata basis, depending on the fractional amount of shares that they owned. If a stockholder who holds shares in certificated form is entitled to a payment in lieu of any fractional share interest, the stockholder will receive a check as soon as practicable after the Effective Time and after the stockholder has submitted an executed transmittal letter and surrendered all Old Certificates, as described above in “—Holders of Certificated Shares of Common Stock.” If a stockholder holds shares of our common stock with a bank, broker, custodian or other nominee, those stockholders should contact their bank, broker, custodian or other nominee for information on the treatment and processing of fractional shares by their bank, broker, custodian or other nominee. By signing and cashing the check, stockholders will warrant that they owned the shares of common stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws. Stockholders will not be entitled to receive interest for the period of time between the Effective Time and the date payment is received.
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Table of ContentsThese excerpts taken from the C 8-K filed Jan 21, 2009. 3. Fractional
Shares. Participant acknowledges that only whole shares of
Citigroup stock may be delivered upon the vesting of a deferred stock award, and
that while Citigroup will endeavor to compensate Participant in cash for any
fractional shares Participant would otherwise be entitled to receive pursuant to
the terms of an Award, due to foreign exchange controls that may be in effect
from time to time in certain countries, there is no guarantee that such payments
can be made to Participants residing outside of the United States, and the
Company shall not be liable if for such reason payment is not made to a
Participant.
5. Fractional
Shares. Participant acknowledges that only whole shares of
Citigroup stock may be delivered upon the exercise of an Option for shares and
that while Citigroup will endeavor to compensate Participant in cash for any
fractional shares Participant would otherwise be entitled to receive pursuant to
the terms of an Award, due to foreign exchange controls that may be in effect
from time to time in certain countries, there is no guarantee that such payments
can be made to Participants residing outside of the United States, and the
Company shall not be liable if for such reason payment is not made to a
Participant.
This excerpt taken from the C 10-Q filed Oct 31, 2008. 5. Fractional
Shares. Participant acknowledges that only whole
shares of Citigroup stock may be delivered [upon the exercise of an Option for
shares and] upon the vesting of a restricted or deferred stock award, and that
while Citigroup will endeavor to compensate Participant in cash for any
fractional shares Participant would otherwise be entitled to receive pursuant
to the terms of an Award, due to foreign exchange controls that may be in
effect from time to time in certain countries, there is no guarantee that such
payments can be made to Participants residing outside of the United States, and
the Company shall not be liable if for such reason payment is not made to a Participant.
This excerpt taken from the C 8-K filed Jan 15, 2008. Fractional Shares
No fractional shares of Citigroup common stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Citigroup common stock, calculated on an aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied by the closing price of Citigroup common stock on the trading day immediately preceding the applicable conversion date.
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