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This excerpt taken from the C 8-K filed Jun 10, 2009. Number” shall be
1,000,000; provided that if, at any time
after June 9, 2009, there shall be any
change in the Common Stock, whether by reason of stock dividends, stock splits,
reverse stock splits, recapitalization, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin- offs, liquidations or
other similar changes in capitalization, or any distribution or issuance of
shares of its capital stock in a merger, share exchange, reclassification, or
change of the outstanding shares of Common Stock, then in each such event the
Board of Directors shall adjust the Multiplier Number to the extent appropriate
such that following such adjustment each share of Series R Preferred Stock shall
be in the same economic position as prior to such event.
(b) The
Corporation shall declare a dividend or distribution on the Series R Preferred
Stock as provided in Section 2(a) immediately after it declares a dividend or
distribution on the Common Stock (other than as described in Sections
2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend
or distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment
Date, the period between the first issuance of any share or fraction of a share
of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a
dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.
(c) Dividends
shall begin to accrue and be cumulative on outstanding shares of Series R
Preferred Stock from the Quarterly Dividend Payment Date immediately preceding
the date of issuance of such shares of Series R Preferred Stock, unless the date
of issuance of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
A-2
Section
3. Voting Rights. In
addition to any other voting rights required by law, the holders of shares of
Series R Preferred Stock shall have the following voting rights:
(a) Each
share of Series R Preferred Stock shall entitle the holder thereof to a number
of votes equal to the Multiplier Number on all matters submitted to a vote of
stockholders of the Corporation.
(b) Except as
otherwise provided herein or by law, the holders of shares of Series R Preferred
Stock and the holders of shares of Common Stock shall vote together as a single
class on all matters submitted to a vote of stockholders of the
Corporation.
(c) (i) If at
any time dividends on any Series R Preferred Stock shall be in arrears in an
amount equal to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a “ These excerpts taken from the C 8-K filed Oct 1, 2007. Exhibit Number99.1 Press release, dated October 1, 2007, issued by Citigroup Inc. 99.2 Transcript of recorded message from Charles Prince and Gary Crittenden. 2 Exhibit Number99.1 Press release, dated October 1, 2007, issued by Citigroup Inc. 99.2 Transcript of recorded message from Charles Prince and Gary Crittenden. 4 |