FNMAS certficate of designation part II.
#5 Its in your contract! No conversion rights.
#6 No pre-emptive rights! Means you can not coat tail a common offering to get rich quick.
#7 only one voting right is they are allowed to vote if BOD changes the certificate of designation. That's it.
#8 is particularly interesting. Let's offer new pref's!
How many of you JPS holders have actually read the certificate of designation? I would assume zero based on the investment theories bein floated by you all.
5. No Conversion or Exchange Rights.
The Holders of shares of Series S Preferred Stock will not have any rights to convert such shares
into or exchange such shares for shares of any other class or classes, or of any other series of any class or
classes, of stock or obligations of Fannie Mae.
6. No Pre-Emptive Rights.
No Holder of Series S Preferred Stock shall be entitled as a matter of right to subscribe for or
purchase, or have any pre-emptive right with respect to, any part of any new or additional issue of stock
of any class whatsoever, or of securities convertible into any stock of any class whatsoever, or any other
shares, rights, options or other securities of any class whatsoever, whether now or hereafter authorized
and whether issued for cash or other consideration or by way of dividend.
7. Voting Rights; Amendments.
(a) Except as provided below, the Holders of Series S Preferred Stock will not be entitled to
any voting rights, either general or special.
(b) Without the consent of the Holders of Series S Preferred Stock, Fannie Mae will have the
right to amend, alter, supplement or repeal any terms of this Certificate or the Series S Preferred Stock (1)
to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of
Designation that may be defective or inconsistent with any other provision herein or (2) to make any other
provision with respect to matters or questions arising with respect to the Series S Preferred Stock that is
not inconsistent with the provisions of this Certificate of Designation so long as such action does not
materially and adversely affect the interests of the Holders of Series S Preferred Stock; provided,
however, that any increase in the amount of authorized or issued Series S Preferred Stock or the creation
and issuance, or an increase in the authorized or issued amount, of any other class or series of stock of
Fannie Mae, whether ranking prior to, on a parity with or junior to the Series S Preferred Stock, as to the
payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of Fannie
Mae, or otherwise, will not be deemed to materially and adversely affect the interests of the Holders of
Series S Preferred Stock.
(c) Except as set forth in paragraph (b) of this Section 7, the terms of this Certificate or the
Series S Preferred Stock may be amended, altered, supplemented, or repealed only with the consent of the
Holders of at least two-thirds of the shares of Series S Preferred Stock then outstanding, given in person
or by proxy, either in writing or at a meeting of stockholders at which the Holders of Series S Preferred
Stock shall vote separately as a class. On matters requiring their consent, Holders of Series S Preferred
Stock will be entitled to one vote per share.
8. Additional Classes or Series of Stock.
The Board of Directors of Fannie Mae, or a duly authorized committee thereof, shall have the
right at any time in the future to authorize, create and issue, by resolution or resolutions, one or more
additional classes or series of stock of Fannie Mae, and to determine and fix the distinguishing
characteristics and the relative rights, preferences, privileges and other terms of the shares thereof. Any
such class or series of stock may rank prior to, on a parity with or junior to the Series S Preferred Stock as
to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of
Fannie Mae, or otherwise.
