Seagate 2010 Annual Report Download - page 108

Table of Contents
SEAGATE TECHNOLOGY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company's authorized share capital is $13,500 and consists of 1,250,000,000 ordinary shares, par value $0.00001, of which
424,611,591 shares were outstanding as of July 1, 2011, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or
outstanding as of July 1, 2011.
Ordinary shares —Holders of ordinary shares are entitled to receive dividends when and as declared by the Company's board of directors
(the "Board of Directors"). Upon any liquidation, dissolution, or winding up of the Company, after required payments are made to holders of
preferred shares, any remaining assets of the Company will be distributed ratably to holders of the preferred and ordinary shares. Holders of
shares are entitled to one vote per share on all matters upon which the ordinary shares are entitled to vote, including the election of directors.
Preferred shares —The Company may issue preferred shares in one or more series, up to the authorized amount, without shareholder
approval. The Board of Directors is authorized to establish from time to time the number of shares to be included in each series, and to fix the
rights, preferences and privileges of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. The Board
of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding,
without any further vote or action by the shareholders.
The Board of Directors may authorize the issuance of preferred shares with voting or conversion rights that could harm the voting power or
other rights of the holders of the ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of
the Company and might harm the market price of its ordinary shares and the voting and other rights of the holders of ordinary shares. As of
July 1, 2011, there were no preferred shares outstanding.
Dividends
In fiscal year 2011, the Company reinstated its dividend policy and declared a cash dividend aggregating $77 million, or $0.18 per share,
payable on June 1, 2011 to our shareholders of record as of May 2, 2011. As of July 1, 2011, $74 million of the related cash dividend was paid to
the shareholders and $3 million was withheld for taxes. The Company did not declare or pay any dividends in fiscal year 2010.
Repurchases of Equity Securities
On February 1, 2010, the Company announced that its Board of Directors authorized an Anti-Dilution Share Repurchase Program. The
repurchase program authorizes the Company to repurchase its ordinary shares to offset increases in diluted shares, such as those caused by
employee stock plans and convertible debt, used in the determination of diluted net income per share. The timing and number of shares to be
repurchased by the Company will be dependent on general business and market conditions, cash flows generated by future operations, the price
of its ordinary shares, cash requirements for other investing and financing activities, and maintaining compliance with its debt covenants.
Repurchases may be made through open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available
means, such as by way of an accelerated share repurchase program, through block trades or through the purchase of call options or the sale of put
options. Additionally, there is no minimum or maximum number of shares to be repurchased under the program and the authority for the Anti-
Dilution Share Repurchase Program will continue until terminated by the Company's Board of Directors.
On November 29, 2010, the Company's Board of Directors authorized repurchases of up to an additional $2 billion of the Company's
outstanding ordinary shares.
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