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Fully Diluted

01/04/19 5:13 PM

#488908 RE: Joseph_Otting #488897

Hey Joe,

It's a good thing you're familiarizing yourself with the subject matter before you take office. Who would like to be thrown in the deep end?

You really don't have to worry about the JPS. Everything is contractually fixed.


The common shareholders have entered into contracts with the junior preferred shareholders in which it is stated that the JPS will receive its contractual dividend whenever the financial situation of the company permits.

According to the Mulvaney recapitalization plan, this will be the case in about 9 years:
https://www.congress.gov/bill/114th-congress/house-bill/4913
.
A right to convert the JPS into equity is expressly excluded:

"Each series of our preferred stock has no par value, is non-participating, is non-voting and has a liquidation preference equal to the stated value per share. None of our preferred stock is convertible into or exchangeable for any of our other stock or obligations, with the exception of the Convertible Series 2004-1."
http://fanniemae.com/resources/file/ir/pdf/quarterly-annual-results/2017/10k_2017.pdf
256/295

"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."
http://www.fanniemae.com/resources/file/ir/pdf/stock-info/series_s_12062007.pdf
42/45