Exhibit 4.45
CERTIFICATE OF DESIGNATION
of
5.321% CUMULATIVE PREFERRED STOCK, SERIES YY
of
CITIGROUP INC.
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
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CITIGROUP INC., a Delaware corporation (the "Company"), hereby
certifies that:
1. The Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation") fixes the total number of shares of all
classes of capital stock that the Company shall have the authority to issue at
six billion (6,000,000,000) shares of common stock, par value $.01 per share
("Common Stock") and thirty million (30,000,000) shares of preferred stock, par
value $1.00 per share ("Preferred Stock").
2. The Certificate of Incorporation expressly grants to the
Board of Directors of the Company (the "Board of Directors") authority to
provide for the issuance of the shares of Preferred Stock in series, and to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof.
3. Pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, the Executive Committee of the
Board of Directors, by action duly taken on September 15, 1998, and the Notes
Committee, by action duly taken on December 15, 1998, adopted resolutions that
provide for a series of Preferred Stock as follows:
RESOLVED, that an issue of a series of Preferred Stock is
hereby provided for, and the number of shares to be included in such series is
established, and the designation, powers, preference and rights, and
qualifications, limitations or restrictions thereof, of such series are fixed,
hereby as follows:
1. DESIGNATION AND NUMBER OF SHARES. The
designation of such series shall be 5.321% Cumulative Preferred
Stock, Series YY (the "Series YY Preferred Stock"), and the number of
shares constituting such series shall be 987. The number of authorized
shares of Series YY Preferred Stock may be reduced (but not below the
number of shares thereof then outstanding) by further resolution duly
adopted by the Board of Directors or the Executive Committee of the
Board of Directors (the "Executive Committee") and by the filing of a
certificate pursuant to the provisions of the General Corporation Law
of the State of Delaware stating that such reduction has been so
authorized, but the number of authorized shares of Series YY Preferred
Stock shall not be increased.
2. DIVIDENDS. Dividends on each share of
Series YY Preferred Stock shall be cumulative from the date of original
issue of such share and shall be payable, when and as declared by the
Board of Directors out of funds legally available therefor, in cash on
January 31, April 30, July 31 and October 31 of each year, commencing
January 31, 1999 (the "First Dividend Payment Date"), provided that if
any such day is not a Business Day (as hereinafter defined), such
dividend shall be paid on the next succeeding Business Day. "Business
Day" means any day that is not a Saturday, Sunday or a legal holiday in
New York.
Each quarterly period beginning on January
31, April 30, July 31 and October 31 in each year and ending on and
including the day next preceding the first day of the next such
quarterly period shall be a "Dividend Period." The amount of dividends
payable for each Dividend Period other than the initial Dividend Period
for each share of Series YY Preferred Stock shall be $13,302.50 (or
one-fourth of 5.321% of the Liquidation Preference (as defined in
Section 7) for such share); provided, however, that with respect to the
initial Dividend Period, the dividend payable on such share on the
First Dividend Payment Date shall be $5,783.70. If a share of Series YY
Preferred Stock is outstanding for less than an entire Dividend Period,
the dividend payable on such share on the dividend payment date related
to such Dividend Period shall be the product of $13,302.50 multiplied
by the ratio (which shall not exceed one) that the number of days that
such share was outstanding during such Dividend Period bears to the
number of days in such Dividend Period.
Each dividend on the shares of Series YY
Preferred Stock shall be paid to the holders of record of shares of
Series YY
Preferred Stock as they appear on the stock register of the Company on
such record date, not more than 60 days nor less than 10 days preceding
the payment date of such dividend, as shall be fixed in advance by the
Board of Directors. Dividends on account of arrears for any past
Dividend Periods may be declared and paid at any time, without
reference to any regular dividend payment date, to holders of record on
such date, not exceeding 45 days preceding the payment date thereof, as
may be fixed in advance by the Board of Directors.
If there shall be outstanding shares of any
other class or series of preferred stock of the Company ranking on a
parity as to dividends with the Series YY Preferred Stock, the Company,
in making any dividend payment on account of arrears on the Series YY
Preferred Stock or such other class or series of preferred stock, shall
make payments ratably upon all outstanding shares of Series YY
Preferred Stock and such other class or series of preferred stock in
proportion to the respective amounts of dividends in arrears upon all
such outstanding shares of Series YY Preferred Stock and such other
class or series of preferred stock to the date of such dividend
payment.
Holders of shares of Series YY Preferred
Stock shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends on such
shares. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment that is in arrears.
3. REDEMPTION. The Series YY Preferred Stock
is not subject to any mandatory redemption pursuant to a sinking fund
or otherwise. The Company, at its option, may redeem shares of Series
YY Preferred Stock, as a whole or in part, at any time or from time to
time on or after December 22, 2018, at a price of $1,000,000 per share,
plus accrued and accumulated but unpaid dividends thereon to but
excluding the date fixed for redemption (the "Redemption Price").
If the Company shall redeem shares of Series
YY Preferred Stock pursuant to this Section 3, notice of such
redemption shall be given by first class mail, postage prepaid, not
less than 30 or more than 90 days prior to the redemption date, to each
holder of record of the shares to be redeemed, at such holder's address
as shown on the stock register of the Company. Each such notice shall
state: (a) the redemption date; (b) the number of shares of Series YY
Preferred Stock to be redeemed and, if less than all such shares held
by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (c) the Redemption Price; (d) the place or
places where certificates for such shares are to be surrendered for
payment of the Redemption Price; and (e) that dividends on the shares
to be redeemed will cease to accrue on such redemption date. Notice
having been mailed as aforesaid, from and after the redemption date
(unless default shall be made by the Company in providing money for the
payment of the Redemption Price) dividends on the shares of Series YY
Preferred Stock so called for redemption shall cease to accrue, and
such shares shall no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Company (except the right
to receive from the Company the Redemption Price) shall cease. Upon
surrender in accordance with such notice of the certificates for any
shares so redeemed (properly endorsed or assigned for transfer, if the
Board of Directors shall so require and the notice shall so state), the
Company shall redeem such shares at the Redemption Price. If less than
all the outstanding shares of Series YY Preferred Stock are to be
redeemed, the Company shall select those shares to be redeemed from
outstanding shares of Series YY Preferred Stock not previously called
for redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Board of Directors to be equitable.
The Company shall not redeem less than all
the outstanding shares of Series YY Preferred Stock pursuant to this
Section 3, or purchase or acquire any shares of Series YY Preferred
Stock otherwise than pursuant to a purchase or exchange offer made on
the same terms to all holders of shares of Series YY Preferred Stock,
unless full cumulative dividends shall have been paid or declared and
set apart for payment upon all outstanding shares of Series YY
Preferred Stock for all past Dividend Periods, and unless all matured
obligations of the Company with respect to all sinking funds,
retirement funds or purchase funds for all series of Preferred Stock
then outstanding have been met.
4. SHARES TO BE RETIRED. All shares of
Series YY Preferred Stock redeemed or repurchased by the Company shall
be retired and canceled and shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation
as to series, and may thereafter be reissued.
5. CONVERSION OR EXCHANGE. The holders of
shares of Series YY Preferred Stock shall not have any rights to
convert any such shares into or exchange any such shares for shares of
any other class or series of capital stock of the Company.
6. VOTING. Except as otherwise provided in
this Section 6 or as otherwise required by law, the Series YY Preferred
Stock shall have no voting rights.
If six quarterly dividends (whether or not
consecutive) payable on shares of Series YY Preferred Stock are in
arrears at the time of the record date to determine stockholders for
any annual meeting of stockholders of the Company, the number of
directors of the Company shall be increased by two, and the holders of
shares of Series YY Preferred Stock (voting separately as a class with
the holders of shares of any one or more other series of Preferred
Stock upon which like voting rights have been conferred and are
exercisable) shall be entitled at such annual meeting of stockholders
to elect two directors of the Company, with the remaining directors of
the Company to be elected by the holders of shares of any other class
or classes or series of stock entitled to vote therefor. In any such
election, holders of shares of Series YY Preferred Stock shall have one
vote for each share held.
At all meetings of stockholders at which
holders of Preferred Stock shall be entitled to vote for directors as a
single class, the holders of a majority of the outstanding shares of
all classes and series of capital stock of the Company having the right
to vote as a single class shall be necessary to constitute a quorum,
whether present in person or by proxy, for the election by such single
class of its designated directors. In any election of directors by
stockholders voting as a class, such directors shall be elected by the
vote of at least a plurality of shares held by such stockholders
present or represented at the meeting. At any such meeting, the
election of directors by stockholders voting as a class shall be valid
notwithstanding that a quorum of other stockholders voting as one or
more classes may not be present or represented at such meeting.
Any director who has been elected by the
holders of shares of Series YY Preferred Stock (voting separately as a
class with the holders of shares of any one or more other series of
Preferred Stock upon which like voting rights have been conferred and
are exercisable) may be removed at any time, with or without
cause, only by the affirmative vote of the holders of the shares at the
time entitled to cast a majority of the votes entitled to be cast for
the election of any such director at a special meeting of such holders
called for that purpose, and any vacancy thereby created may be filled
by the vote of such holders. If a vacancy occurs among the directors
elected by such stockholders voting as a class, other than by removal
from office as set forth in the preceding sentence, such vacancy may be
filled by the remaining director so elected, or his successor then in
office, and the director so elected to fill such vacancy shall serve
until the next meeting of stockholders for the election of directors.
The voting rights of the holders of the
Series YY Preferred Stock to elect directors as set forth above shall
continue until all dividend arrearages on the Series YY Preferred Stock
have been paid or declared and set apart for payment. Upon the
termination of such voting rights, the terms of office of all persons
who may have been elected pursuant to such voting rights shall
immediately terminate, and the number of directors of the Company shall
be decreased by two.
Without the consent of the holders of shares
entitled to cast at least two-thirds of the votes entitled to be cast
by the holders of the total number of shares of Preferred Stock then
outstanding, voting separately as a class without regard to series,
with the holders of shares of Series YY Preferred Stock being entitled
to cast one vote per share, the Company may not:
(i) create any class of stock that shall
have preference as to dividends or distributions of assets over the
Series YY Preferred Stock; or
(ii) alter or change the provisions of the
Certificate of Incorporation (including any Certificate of Amendment or
Certificate of Designation relating to the Series YY Preferred Stock)
so as to adversely affect the powers, preferences or rights of the
holders of shares of Series YY Preferred Stock;
PROVIDED, however, that if such creation or such alteration or change
would adversely affect the powers, preferences or rights of one or
more, but not all, series of Preferred Stock at the time outstanding,
such alteration or change shall require consent of the holders of
shares entitled to cast at least two-thirds of the votes entitled to be
cast by the holders of all of the shares of all such series so
affected, voting as a class.
7. LIQUIDATION PREFERENCE. In the event of
any liquidation, dissolution or winding up of the Company, voluntary or
involuntary, the holders of Series YY Preferred Stock shall be entitled
to receive out of the assets of the Company available for distribution
to stockholders, before any distribution of assets shall be made to the
holders of the Common Stock or of any other shares of stock of the
Company ranking as to such distribution junior to the Series YY
Preferred Stock, a liquidating distribution in an amount equal to
$1,000,000 per share (the "Liquidation Preference") plus an amount
equal to any accrued and accumulated but unpaid dividends thereon to
the date of final distribution. The holders of the Series YY Preferred
Stock shall not be entitled to receive the Liquidation Preference and
such accrued dividends, however, until the liquidation preference of
any other class of stock of the Company ranking senior to the Series YY
Preferred Stock as to rights upon liquidation, dissolution or winding
up shall have been paid (or a sum set aside therefor sufficient to
provide for payment) in full.
If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the assets
available for distribution are insufficient to pay in full the amounts
payable with respect to the Series YY Preferred Stock and any other
shares of stock of the Company ranking as to any such distribution on a
parity with the Series YY Preferred Stock, the holders of the Series YY
Preferred Stock and of such other shares shall share ratably in any
distribution of assets of the Company in proportion to the full
respective preferential amounts to which they are entitled.
After payment to the holders of the Series
YY Preferred Stock of the full preferential amounts provided for in
this Section 7, the holders of the Series YY Preferred Stock shall be
entitled to no further participation in any distribution of assets by
the Company.
Consolidation or merger of the Company with
or into one or more other corporations, or a sale, whether for cash,
shares of stock, securities or properties, of all or substantially all
of the assets of the Company, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the Company within the
meaning of this Section 7 if the preferences or special voting rights
of the holders of shares of Series YY Preferred Stock are not
impaired thereby.
8. LIMITATION ON DIVIDENDS ON JUNIOR STOCK.
So long as any Series YY Preferred Stock shall be outstanding the
Company shall not declare any dividends on the Common Stock or any
other stock of the Company ranking as to dividends or distributions of
assets junior to the Series YY Preferred Stock (the Common Stock and
any such other stock being herein referred to as "Junior Stock"), or
make any payment on account of, or set apart money for, a sinking fund
or other similar fund or agreement for the purchase, redemption or
other retirement of any shares of Junior Stock, or make any
distribution in respect thereof, whether in cash or property or in
obligations or stock of the Company, other than a distribution of
Junior Stock (such dividends, payments, setting apart and distributions
being herein called "Junior Stock Payments"), unless the following
conditions shall be satisfied at the date of such declaration in the
case of any such dividend, or the date of such setting apart in the
case of any such fund, or the date of such payment or distribution in
the case of any other Junior Stock Payment:
(i) full cumulative dividends shall have
been paid or declared and set apart for payment on all outstanding
shares of Preferred Stock other than Junior Stock; and
(ii) the Company shall not be in default or
in arrears with respect to any sinking fund or other similar fund or
agreement for the purchase, redemption or other retirement of any
shares of Preferred Stock other than Junior Stock;
PROVIDED, however, that any funds theretofore deposited in any sinking
fund or other similar fund with respect to any Preferred Stock in
compliance with the provisions of such sinking fund or other similar
fund may thereafter be applied to the purchase or redemption of such
Preferred Stock in accordance with the terms of such sinking fund or
other similar fund regardless of whether at the time of such
application full cumulative dividends upon shares of Series YY
Preferred Stock outstanding to the last dividend payment date shall
have been paid or declared and set apart for payment by the Company.
9. RANKING OF STOCK OF THE COMPANY. In
respect of the Series YY Preferred Stock, any stock of any class or
classes of the Company shall be deemed to rank:
(a) prior to the shares of Series YY
Preferred Stock, either as to dividends or upon liquidation, if the
holders of such stock shall be entitled to either the receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, as the
case may be, in preference or priority to the holders of shares of the
Series YY Preferred Stock;
(b) on a parity with shares of the Series YY
Preferred Stock, either as to dividends or upon liquidation, whether or
not the dividend rates, dividend payment dates, redemption amounts per
share or liquidation values per share or sinking fund provisions, if
any, are different from those of the Series YY Preferred Stock, if the
holders of such stock shall be entitled to either the receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, as the
case may be, in proportion to their respective dividend rates or
liquidation values, without preference or priority, one over the other,
as between the holders of such stock and the holders of shares of the
Series YY Preferred Stock, provided in any such case such stock does
not rank prior to the Series YY Preferred Stock; and
(c) junior to shares of the Series YY
Preferred Stock, as to dividends and upon liquidation, if such stock
shall be Common Stock or if the holders of shares of the Series YY
Preferred Stock shall be entitled to receipt of dividends and of
amounts distributable upon dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, as the case may be, in
preference or priority to the holders of such stock.
The Series YY Preferred Stock is on a parity with the 6.365% Cumulative
Preferred Stock, Series F, 6.213% Cumulative Preferred Stock, Series G,
6.231% Cumulative Preferred Stock, Series H, Cumulative Convertible
Preferred Stock, Series I, 8.08% Cumulative Preferred Stock, Series J,
8.40% Cumulative Preferred Stock, Series K, 9.50% Cumulative Preferred
Stock, Series L, 5.864% Cumulative Preferred Stock, Series M, Graduated
Rate Cumulative Preferred Stock, Series O, Adjustable Rate Cumulative
Preferred Stock, Series Q, Adjustable Rate Cumulative Preferred Stock,
Series R, 8.30% Noncumulative Preferred Stock, Series S, 8- 1/2%
Noncumulative Preferred Stock, Series T, 7 3/4% Cumulative Preferred
Stock, Series U, Fixed/Adjustable Rate Cumulative Preferred Stock,
Series V and Cumulative Adjustable Rate Preferred Stock, Series Y of
the Company, heretofore authorized for issuance by the Company.
10. WAIVER, MODIFICATION AND AMENDMENT.
Notwithstanding any other provisions relating to the Series YY
Preferred Stock, any of the rights or benefits of the holders of the
Series YY Preferred Stock may be waived, modified or amended with the
consent of the holders of all of the then outstanding shares of the
Series YY Preferred Stock. Any such waiver, modification or amendment
shall be deemed to have the same effect as satisfaction in full of any
such right or benefit as though actually received by such holders.
Citigroup Inc. has caused this Certificate to be duly executed by its
Deputy Treasurer this 18th day of December, 1998.
CITIGROUP INC.
By: /S/ ROBERT MATZA
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Robert Matza
Deputy Treasurer