DuPont 2012 Annual Report Download - page 103

Download and view the complete annual report

Please find page 103 of the 2012 DuPont annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

Fourth: The total authorized stock of the corporation is as follows:
The total number of shares of all classes of stock which the corporation shall have authority to issue shall be One Billion Eight Hundred
Twenty-Three Million (1,823,000,000), of which Twenty-Three Million (23,000,000) shares shall be Preferred Stock without par value and
One Billion Eight Hundred Million (1,800,000,000) shares shall be Common Stock having a par value of Thirty Cents ($0.30) each.
I. The Preferred Stock may be issued from time to time in one or more series, each of such series to have such designation, preferences
and relative, optional or other rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein, or in a
resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.
II. (a) The 1,688,850 shares of the corporation's Preferred Stock issued and outstanding on April 25, 1947, shall constitute a series of
Preferred Stock, designated as "Preferred Stock - $4.50 Series" (hereinafter sometimes called the "$4.50 Series Stock"). The Board
of Directors may from time to time authorize the issuance of additional shares of Preferred Stock as $4.50 Series Stock.
(b) The shares of $4.50 Series Stock shall bear dividends at the rate of Four Dollars and Fifty Cents ($4.50) per annum from and after
April 25, 1947, provided, however, that any shares of said Series issued after April 25, 1947 shall bear dividends from and after such date
or dates as the Board of Directors from time to time may determine.
(c) In the event of any liquidation or dissolution or winding-up of the corporation, whether voluntary or involuntary, the Preferred Stock -
$4.50 Series shall entitle the holders thereof to be paid, in the event of any involuntary liquidation or dissolution or winding-up of the
corporation, One Hundred Dollars ($100.00) per share with all unpaid accumulated dividends thereon to the date of such payment or, in
the event of any voluntary liquidation or dissolution or winding-up of the corporation, One Hundred Fifteen Dollars ($115.00) per share with
all unpaid accumulated dividends thereon to the date of such payment.
(d) The Preferred Stock - $4.50 Series shall be subject to redemption on or before April 25, 1952 at One Hundred Twenty-Five Dollars
($125.00) per share and accumulated dividends thereon to the date of redemption, and thereafter at One Hundred Twenty Dollars ($120.00)
per share and accumulated dividends thereon to the date of redemption, upon the terms and in the manner as hereinafter provided.
III. Authority is hereby expressly granted to the Board of Directors of the corporation, subject to the provisions of this Article FOURTH,
to authorize the issue of one or more series of Preferred Stock in addition to the $4.50 Series and with respect to each such series to fix
by resolution or resolutions providing for the issue of such series:
(a) The number of shares to constitute such series and the distinctive designation thereof;
(b) The dividend rate on the shares of such series and the date or dates from which dividends shall accumulate;
(c) The amount per share over and above any accumulated dividends thereon which the shares of such series shall be entitled to receive
upon redemption;
(d) The amount per share over and above accumulated dividends which such series shall be entitled to receive (1) upon involuntary
liquidation or dissolution or winding-up of the corporation, which amount shall not exceed $100.00 a share, and (2) upon voluntary
liquidation or dissolution or winding-up of the corporation; and
(e) The rights, if any, which the shares of such series may have for conversion into shares of any other class or classes or any other series
of the same or any other class or classes of stock of the corporation.
All shares of any one series of Preferred Stock shall be identical with each other in all respects, except that shares of any one series
issued at different times may differ as to the dates from which
3