Seagate 2011 Annual Report Download - page 103

Table of Contents
SEAGATE TECHNOLOGY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
10. Shareholders' Equity
Share Capital
The Company's authorized share capital is $13,500 and consists of 1,250,000,000 ordinary shares, par value $0.00001, of which
396,032,905 shares were outstanding as of June 29, 2012, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or
outstanding as of June 29, 2012.
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.
Dividends
During fiscal year 2012, the Company declared and paid cash dividends of $0.86 per share of its ordinary shares, aggregating $369 million.
During fiscal year 2011, the Company declared a cash dividend of $0.18 per share of its ordinary shares, aggregating $77 million (including
$3 million withheld for taxes). Of the $77 million dividend declared during fiscal year 2011, $74 million was paid in fiscal year 2011 and
$3 million was paid in fiscal year 2012.
Repurchases of Equity Securities
On January 27, 2010, the Company's Board of Directors authorized an Anti-Dilution Share Repurchase Program (the "January 2010 Anti-
Dilution Share Repurchase Program"), which was publicly announced on February 1, 2010. 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. There was no minimum or maximum number of shares to be repurchased. On April 26, 2012,
the Board of Directors authorized the Company to terminate the January 2010 Anti-Dilution Share Repurchase Program, which was so
terminated effective April 26, 2012.
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.
97