DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description of the ordinary shares of Seagate Technology plc (us, our, we, or the Company) is a summary. This summary is not complete and is subject to and qualified in its entirety by reference to the complete text of our Constitution previously filed with the Commission and incorporated by reference as an exhibit to this Annual Report on Form 10-K of which this Exhibit 4.1 is a part, as well as to the Companies Act 2014 of Ireland (the Irish Companies Act). We encourage you to read our Constitution (which is comprised of our memorandum of association and articles of association) and the applicable provisions of the Irish Companies Act carefully.
The authorized share capital of the Company is 40,000 and US$13,500 and consists of (a) 40,000 deferred shares of 1.00 each, (b) 1,250,000,000 ordinary shares of US$0.00001 each and (c) 100,000,000 undesignated preferred shares of US $0.00001 each. The authorized share capital includes 40,000 deferred shares with a nominal value of 1 per share in order to satisfy statutory requirements for all Irish public limited companies commencing operations.
The Company may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association.
As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a companys shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution The authority contained in our initial articles of association has expired. At our most recent general meeting, the shareholders of the Company resolved that the directors be generally and unconditionally authorized with effect from April 18, 2019 and until October 18, 2020 to exercise all powers of the Company to allot and issue shares in the Company up to an aggregate nominal amount of $950.05 (being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of August 26, 2018) and, pursuant to a fully pre-emptive rights issue, up to an aggregate of $1,900.10 (being equivalent to approximately 66% of the aggregate nominal value of the issued ordinary share capital of the Company as of August 26, 2018).
Our authorized share capital may be increased or reduced by way of an ordinary resolution of the Companys shareholders. The shares comprising the authorized share capital of the Company may be divided into shares of such par value as the resolution shall prescribe.
The rights and restrictions to which our ordinary shares are subject are prescribed in the Companys articles of association. Our articles of association allow the board of directors, without shareholder approval, to determine the terms of any preferred shares issued by the Company. Our board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of that class or series or shares, to provide from time to time for the issuance of other classes or series of preferred shares and to establish the characteristics of each class or series of preferred shares, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law.
Irish law does not recognize fractional shares held of record; accordingly, our Constitution does not provide for the issuance of fractional shares of the Company, and our official Irish register does not reflect any fractional shares.