DESCRIPTION OF THE REGISTRANTS SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Unless the context otherwise requires, references in this Exhibit to the Annual Report on Form 10-K to the terms registrant or the Company refer to Century Bancorp, Inc. and all of its consolidated subsidiaries.
The following description sets forth certain material terms and provisions of the Companys Class A Common Stock, the sole class of the Companys securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also contains summaries of the Massachusetts Business Corporation Act (MBCA), the Companys Articles of Incorporation, as amended, restated and supplemented (Articles of Incorporation), and the Companys Bylaws, as amended and restated (Bylaws). Although the Companys Class B Common Stock is not registered under Section 12 of the 1934 Act, we have included a discussion of certain rights of the holders of the Class B Common Stock for context. The following summary of the material terms, rights and preferences of the securities is not complete and is subject to and qualified in its entirety by reference to the MBCA, the Articles of Incorporation and the Bylaws each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. The Company encourages you to read the MBCA, the Articles of Incorporation and the Bylaws.
Century Bancorp, Inc. is a Massachusetts state-chartered bank holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972.
Under the Companys Articles of Incorporation, the Company is authorized to issue up to:
10,000,000 shares of Class A Common Stock, par value $1.00 per share,
5,000,000 shares of Class B Common Stock, par value $1.00 per share and
100,000 shares of preferred stock, par value $1.00 per share.
As of February 28, 2020, the Company had 3,652,349 shares of Class A Common Stock outstanding, 1,915,560 shares of Class B Common Stock outstanding, and no shares of preferred stock outstanding. All issued and outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.
DESCRIPTION OF COMMON STOCK
The statements below describing the common stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of the Companys Articles of Incorporation and Bylaws (collectively, the Charter Documents). Although the Companys Class B Common Stock is not registered, we have included a discussion of certain rights of the holders of the Class B Common Stock for context. The Companys Class A Common Stock and Class B Common Stock shall be referred to herein collectively as the Common Stock.
Dividends: Subject to the preferential rights of any other class or series of stock, holders of shares of the Companys Class A Common Stock will be entitled to receive dividends, if and when they are authorized and declared by the Companys Board of Directors, out of assets that the Company may legally use to pay dividends, provided that no dividend shall be declared or paid upon the Class B Common Stock unless a dividend equal to 200% or more of such dividend per share is paid per share upon the Class A Common Stock or declared and a sum set aside for payment thereof.
Voting Rights: Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of Class B Common Stock have the exclusive power to vote on all matters presented to the Companys shareholders, including the election of Directors. Holders of the shares of Class A Common Stock are generally not entitled to vote on any matter, including in the election of Directors, but, in limited circumstances, may be entitled to vote as a class on certain extraordinary transactions, including any merger or consolidation (other than one in which the Company is the surviving corporation or one which by law may be approved by the directors