Description of registrants securities

EX-4.2 8 ex42.htm EXHIBIT 4.2 ex42
 
 
 
Exhibit 4.2
 
DESCRIPTION OF THE REGISTRANT’S SECURITIES
 
REGISTERED PURSUANT TO SECTION 12 OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
 
As
 
of
 
September
 
13,
 
2021,
 
Net
 
1
 
UEPS
 
Technologies,
 
Inc.
(“Net1”
 
or
 
the
 
“Company”)
 
had
 
one
 
class
 
of
 
securities
(“common
stock”)
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
 
 
DESCRIPTION OF COMMON STOCK
 
 
The following
 
description of
 
the Company’s
 
common stock
 
is a
 
summary and
 
does not
 
purport to
 
be complete.
 
It is
 
subject to
 
and
qualified
 
in
 
its
 
entirety
 
by
 
reference
 
to
 
the
 
Company’s
 
Amended
 
and
 
Restated
 
Articles
 
of
 
Incorporation
 
(“Articles
 
of
 
Incorporation”)
 
and its
 
Amended
 
and Restated By-laws
(“Bylaws”)
, each of
 
which are
 
incorporated by
 
reference as
 
an exhibit
 
to
the Company’s
 
most recent Annual Report on
 
Form 10-K. Net1 encourages you to
 
read its Articles of Incorporation,
 
Bylaws and the
applicable provisions of the Florida Business Corporation Act
 
(“FBCA”)
 
for additional information.
 
General
 
 
Net1’s
 
Articles of
 
Incorporation
 
currently authorizes
 
the issuance
 
of two
 
hundred million
 
shares of
 
its common
 
stock, with
 
$0.001
par
 
value.
 
Net1’s
 
common
 
stock
 
is
 
listed
 
and
 
principally
 
traded
 
on
 
the
 
Nasdaq
 
Stock
 
Exchange,
 
Global
 
Select
 
Market,
 
under
 
the
symbol “UEPS.” Net1’s common
 
stock is also listed on the Johannesburg Stock Exchange, under the
 
symbol “NT1”.
 
All outstanding shares of common stock are fully paid and nonassessable
 
Dividend rights
 
 
Holders of shares of Net1’s
 
common stock are entitled to receive dividends
 
and other distributions when declared by Net1’s
 
board of
directors
 
out
 
of
 
legally
 
available
 
funds.
 
Payment
 
of
 
dividends
 
and
 
distributions
 
is
 
subject
 
to
 
certain
 
restrictions
 
under
 
the
 
FBCA,
including
 
the requirement
 
that after
 
making
 
any
 
distribution
 
Net1
 
must
 
be able
 
to meet
 
its debts
 
as
 
they
 
become
 
due in
 
the
 
usual
course of its business.
 
 
Voting
 
rights
 
Each holder of common
 
stock is entitled to one vote
 
per share for the election
 
of directors and for all other
 
matters to be voted on
 
by
shareholders. Holders of common stock may not cumulate their votes in
 
the election of directors.
 
 
Liquidation and other rights
 
Upon voluntary
 
or involuntary
 
liquidation, dissolution
 
or winding
 
up of
 
Net1, holders
 
of common
 
stock share
 
ratably in
 
the assets
remaining
 
after payments
 
to creditors
 
and
 
provision
 
for the
 
preference
 
of any
 
preferred stock
 
according
 
to its
 
terms. There
 
are no
pre-emptive
 
or
 
other
 
subscription
 
rights,
 
conversion
 
rights
 
or
 
redemption
 
or
 
scheduled
 
installment
 
payment
 
provisions
 
relating
 
to
shares of common stock. The shares of Net1 common stock are not subject
 
to redemption.
 
Transfer Agent
 
The Company’s
 
transfer agent in the
 
United States is
 
Computershare Shareowner
 
Services LLC, 480
 
Washington
 
Blvd, Jersey City,
New Jersey, 07310,
 
and the Company’s transfer
 
agent in South Africa is JSE Investor Services South Africa (Pty) Ltd.