AUBURN NATIONAL BANCORPORATION, INC AND SUBSIDIARIES
DESCRIPTION OF THE REGISTRANTS 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 Companys common stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The following summary does not purport to be complete and is qualified in its entirety by reference to the Companys 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 Corporations Law (the DGCL).
The Companys authorized capital stock 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.
Voting Rights. Each holder of common stock is entitled to one vote for each share held on all matters on which our shareholders are entitled to vote. Directors are elected by a majority vote, and no shareholder has 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 declared by 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 subscription, conversion or 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.
Shares of preferred stock may be issued for any purpose and in any manner permitted by law, in one or more distinctly designated series, including as a dividend or for such consideration as the board of directors may determine by resolution or resolutions adopted from time to time. The board of directors is expressly authorized to fix and state, by resolution or resolutions adopted from time to time prior to the issuance of any shares of a particular series of preferred stock, the designations, voting powers (if any), preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. The rights of the holders of the common stock will generally be subject to the rights of the holders of any existing outstanding shares of preferred stock with respect to dividends, liquidation preferences and other matters.
As of the date hereof, the Company has no outstanding shares of preferred stock.