EX-4.1 2 exhibit41.htm EX-4.1
1
EXHIBIT
4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
First
BanCorp.
(the
“Corporation,”
“we,”
or
“our”)
has
authorized
capital
stock
consisting
of
2,000,000,000
shares
of
common
stock,
par
value
$0.10
per
share
(the
“Common
Stock”)
and
50,000,000 shares
of
preferred
stock,
par
value
$1.00
per
share
(the
“Preferred
Stock”). The
Corporation has
outstanding one
class of
Common Stock
registered pursuant
to Section
12 of
the Securities
Exchange Act
of 1934,
as amended.
The following
summary describes
the rights
of holders of
our Common
Stock as set
forth in
our
Restated Articles of
Incorporation (the
“Articles of Incorporation”),
and our Amended
and Restated By-laws
(the “By-laws”), each
of
which is filed as an exhibit
to the Annual Report on Form 10-K
of which this exhibit is a part.
Holders of our Common Stock have
the
rights
set
forth
in
Puerto
Rico
law,
except
as
otherwise
provided
in
the
Articles
of
Incorporation
and
the
By-laws.
The
following
summary does
not purport
to be
complete and
is subject
to and
qualified in
its entirety
by reference
to the
Articles of
Incorporation,
the By-laws and the applicable provisions of the General Corporations
Act of Puerto Rico.
Common Stock
Dividends
Holders
of
our
Common
Stock
are
entitled
to
receive
dividends
only
if,
when
and
as
declared
by
our
Board
of
Directors
out
of
funds
legally
available
for
the payment
of dividends,
subject to
certain
restrictions
imposed
by
applicable
laws and
the
preferential
dividend rights of any Preferred Stock then outstanding.
Ranking
The
Common
Stock
ranks
junior
with
respect
to
dividend
rights
and
rights
upon
liquidation,
dissolution
or
winding-up
of
the
Corporation to all other securities and indebtedness of the Corporation.
Voting
Rights
Holders of shares of
our Common Stock are entitled
to one vote per share
on all matters voted on
by our stockholders. There
are no
cumulative voting
rights for
the election
of directors.
Except as
otherwise provided
by the Articles
of Incorporation
and the
By-laws,
the vote
required
to take
action is
a majority
of the
votes of
the stockholders
represented
in person
or by
proxy
at a
meeting
of the
Corporation’s stockholders
and entitled to vote.
Except
as
otherwise
permitted
by
the
Articles
of
Incorporation,
the
prior
affirmative
vote
at
a
meeting
of
the
Corporation’s
stockholders
of:
(a)
the
holders
of
not
less
than
seventy-five
(75%) of
the
outstanding
Voting
Shares
(as
defined
in
the
Articles
of
Incorporation),
voting
separately
as
a
class,
and
(b)
an
Independent
Majority
of
Stockholders
(as
defined
in
the
Articles
of
Incorporation),
is
required
to
approve
a
business
combination,
which
includes,
but
is
not
limited
to,
the
sale
or
purchase
of
all
or
substantially
all
of
the
Corporation’s
or
any
of
its
subsidiaries’
assets
or
business,
as
well
as
transactions
with
any
Affiliate
or
a
Related Person (each as defined in the Articles of Incorporation).
At a meeting of the Corporation’s
stockholders called expressly for that purpose, directors
may only be removed for cause by a vote
of seventy-five (75%) of the shares then entitled to vote at an election of directors.
Other Rights and Preferences
The Common
Stock has
no redemption,
preemption or
sinking fund
privileges. The
shares of
Common Stock
are not
convertible
into other securities.
Advance Notice Requirements
Under
the
By-laws,
if
a
stockholder
of
the
Corporation
seeks
to
propose
a
nominee
for
director
for
consideration
at
the
annual
meeting of stockholders, written notice must be received by the Corporate
Secretary of the Corporation at least thirty (30) days prior to
the date of the annual meeting of stockholders.
Preferred Stock
The Articles of Incorporation
authorize the issuance
of preferred stock,
in one or more series,
which may be
issued by our Board
of
Directors without
stockholder approval,
and may contain
such voting powers,
liquidation, preferences,
qualifications, and other
rights
thereof, as shall be expressed in resolution or resolutions of the Board of Directors.