Form of Depositary Receipt in respect of depositary shares representing 1/100th interest in a share of the Companys Series M Non-Cumulative Perpetual Preferred Stock
|Depositary Receipt No. 1||CUSIP No.: 89832Q760|
|ISIN No.: US89832Q7604|
UNLESS THIS GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.
500,000 DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH
REPRESENTING 1/100TH OF ONE SHARE OF PERPETUAL PREFERRED STOCK,
TRUIST FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
SEE REVERSE FOR CERTAIN DEFINITIONS
Dividend Payment Dates: Beginning June 15, 2020, through December 15, 2027, each June 15 and December 15. Beginning March 15, 2028, each March 15, June 15, September 15 and December 15.
U.S. BANK NATIONAL ASSOCIATION, as Depositary (the Depositary), hereby certifies that Cede & Co. is the registered owner of five-hundred thousand (500,000) DEPOSITARY SHARES (Depositary Shares), each Depositary Share representing 1/100th of one share of Perpetual Preferred Stock, Series M, par value $5.00 per share, liquidation preference $100,000 per share, (the Stock), of Truist Financial Corporation, a North Carolina corporation (the Corporation), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of November 14, 2017 (the Deposit Agreement), among the Corporation (as successor by merger to SunTrust Banks, Inc.), the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.
This Depositary Receipt is transferable in New York, New York.
Dated: December 6, 2019
|U.S. Bank National Association, Depositary|
TRUIST FINANCIAL CORPORATION
TRUIST FINANCIAL CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE ARTICLES OF AMENDMENT ESTABLISHING THE PERPETUAL PREFERRED STOCK, SERIES M, OF TRUIST FINANCIAL CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Transfer Agent.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
|Abbreviation||Equivalent Phrase||Abbreviation||Equivalent Phrase|
|JT TEN||As joint tenants, with right of survivorship and not as tenants in common||TEN BY ENT||As tenants by the entireties|
|TEN IN COM||As tenants in common||UNIF GIFT MIN ACT||Uniform Gifts to Minors Act|
|Abbreviation||Equivalent Word||Abbreviation||Equivalent Word||Abbreviation||Equivalent Word|
|ADM||Administrator(s), Administratrix||EX||Executor(s), Executrix||PAR||Paragraph|
|AGMT||Agreement||FBO||For the benefit of||PL||Public Law|
|ART||Article||FDN||Foundation||TR||(As) trustee(s), for, of|
|CUST||Custodian for||GDNSHP||Guardianship||UA||Under agreement|
|DEC||Declaration||MIN||Minor(s)||UW||Under will of, Of will of, Under last will & testament|
|EST||Estate, of Estate of|
For value received, hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.
|NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.|
NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.