Auburn National Bancorporation (AUBN) 10-K/A 2023 FY Annual report (amended)

AUBURN NATIONALBANCORPORATION,INC AND SUBSIDIARIES

EXHIBIT 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following summarizes the terms of certain securities of Auburn National Bancorporation,Inc., a Delaware corporation

(the “Company”). The Company’scommon stock is registered under Section 12(b) of the Securities ExchangeAct of 1934,

as amended (the “Exchange Act”). The following summary does not purportto be complete and is qualified in its entirety

by reference to the Company’s Certificate of Incorporation(as amended, the “Charter”) and Amended and Restated Bylaws

(as amended, the “Bylaws”), each previously filed with the U.S.Securities and Exchange Commission, as well as reference

to federal and state banking laws and regulations and the Delaware General CorporationsLaw (the “DGCL”).

Authorized Capital

The Company’s authorized capitalstock consists of 8,500,000 shares of common stock, $.01 par value per share and

200,000 shares of preferred stock, $.01 par value per share.

Common Stock

VotingRights.

Each holder of common stock is entitled to one vote for each share held on all matters onwhich our

shareholders are entitled to vote. Directors are elected by a majority vote, and no shareholderhas the right to cumulative

voting with respect to the election of directors.

Dividend Rights.

Subject to the prior rights of holders of any then-outstanding shares of preferred stock, each share of

common stock has equal rights to participate in dividends when, as and if declaredby the board of directors out of funds

legally available therefor.

Liquidation Rights.

Subject to the prior rights of creditors and the satisfaction of any liquidation preference granted to the

holders of any outstanding shares of preferred stock, if any,in the event of a liquidation, the holders of common stock will

be entitled to share ratably in any assets remaining after payment of all debts and other liabilities.

Other.

Holders of common stock have no redemption or subscription, conversionor preemptive rights.

Exchange and Trading Symbol.

The common stock is listed for trading on the NASDAQ Global Market under the symbol

“AUBN.”

Transfer Agent and Registrar.

The transfer agent and registrar for the common stock is Computershare Investor Services

LLC.

Preferred Stock

Shares of preferred stock may be issued for any purpose and in any mannerpermitted by law, in one ormore distinctly

designated series, including as a dividend or for such consideration as the boardof directors may determine by resolution or

resolutions adopted from time to time. The board of directors is expressly authorizedto fix and state, by resolution or

resolutions adopted from time to time prior to the issuance of any shares of a particular seriesof preferred stock, the

designations, voting powers (if any), preferences, and relative, participating, optionalor other special rights, and

qualifications, limitations or restrictions thereof. The rights of the holders of the commonstock will generally be subject to

the rights of the holders of any existing outstanding shares of preferredstock with respect to dividends, liquidation

preferences and other matters.

As of the date hereof, the Company has no shares of preferred stock designated or outstanding.

Anti-takeover Effects

Certain provisions of the Charter and Bylaws could make a merger,tender offer or proxy contest more difficult, evenif

such events were perceived by many of shareholders as beneficial to their interests.These provisions include (1) requiring,

under certain circumstances, that a “Business Combination” (as defined in the Charter)be approved by (i) holders of at

least 80% of the outstanding shares entitled to vote, and (ii) by a majority of shares held by persons otherthan “Related

Persons” (as defined in the Charter), (2) prohibiting shareholders from removing directorswithout cause, and, in order to

remove a director for cause, requiring approval of (i) at least 80% of the outstanding sharesentitled to vote and (ii) a

majority of shares held by persons other than “Related Persons,” (3) advance notice for nominationsof directors and

shareholders’ proposals, and (4) authority to issue “blank check” preferredstock with such designations, rights and

preferences as may be determined from time to time by the board of directors. In addition, as a Delawarecorporation, the

Company is subject to Section 203 of the Delaware General Corporation Lawwhich, in general, prevents an “interested

shareholder,” defined generally as a person owning15% or more of a corporation’s outstanding votingstock, from

engaging in a business combination with the corporation for three years followingthe date that person became an interested

shareholder unless certain specified conditions are satisfied.

Restrictions on Ownership

The ability of a third party to acquire the Company is limited under applicable U.S. banking laws and regulations.The

Bank Holding Company Act, or BHC Act, requires any bank holding company to obtainFederal Reserve approval prior to

acquiring, directly or indirectly,5% or more of any class of voting securities of the bank holding company.Any “company”

(as defined in the BHC Act) other than a bank holding company would be requiredto obtain Federal Reserve approval

before acquiring “control” of a bank holding company.“Control” generally means (i) the ownership or control of 25%or

more of a class of voting securities, (ii) the ability to elect a majority of the directors or(iii) the ability otherwise to exercise

a controlling influence over management and policies. A holder of 25%or more of the outstanding common stock of a bank

holding company, other than an individual,is subject to regulation and supervision as a bank holding company under the

BHC Act. On January 30, 2020, the Federal Reserve adopted new rules, effective September30, 2020 simplifying

determinations of control of banking organizations for BHC Act purposes.

In addition, under the Change in Bank Control Act of 1978, as amended,and the Federal Reserve’s regulations thereunder,

any person, either individually or acting through or in concert with one ormore persons, is required to provide notice to the

Federal Reserve prior to acquiring, directly or indirectly,10% or more of the outstanding voting securities of a bank

holding company, and receivenonobjection from the Federal Reserve.