DESCRIPTION OF CAPITAL STOCK OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
The following description of our capital stock is a summary. It summarizes only those aspects of our capital stock that we believe will be
most important to your decision to invest in our capital stock. You should keep in mind, however, that it is our Restated Certificate of Incorporation and our Amended and Restated By-Laws, and the Delaware General Corporation Law, and not this
summary, which define your rights as a securityholder. There may be other provisions in these documents which are also important to you. You should read these documents for a full description of the terms of our capital stock. Our Restated
Certificate of Incorporation and our Amended and Restated By-Laws are incorporated by reference as exhibits to the registration statement that includes this prospectus. See Where You Can Find More Information for information on how to
obtain copies of these documents.
Common Stock
Subject to any preferential rights of any preferred stock created by our board of directors, holders of our common stock are entitled to
dividends as our board of directors may declare from time to time out of funds that we can lawfully use to pay dividends. See Dividend Policy. Holders of our common stock possess exclusive voting rights, except to the extent provided by
law and as set forth in our Restated Certificate of Incorporation, including any certificate of designations of a series of preferred stock. Holders of our common stock are entitled to one vote for each share of common stock and do not have any
right to cumulate votes in the election of directors.
Holders of our common stock have no preference, conversion, exchange, sinking fund
or redemption rights, are not entitled to any preemptive rights by virtue of their status as stockholders and that status does not entitle them to purchase their pro rata share of any offering of shares of any class or series, and generally have no
appraisal rights except in certain limited transactions. Under Delaware law, our stockholders generally are not liable for our debts or obligations.
In the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to receive on a proportionate basis
any assets remaining after provision for payment of creditors and after payment or provision for payment of any liquidation preferences to holders of preferred stock.
Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol HIG. The transfer agent and registrar for
our common stock is Computershare, Inc.
We have 1,500,000,000 authorized shares of common stock. As of June 30, 2016, 387,915,865
shares were outstanding, 65,000,000 shares are required to be reserved for issuance pursuant to the terms of our contingent capital facility and 86,000,000 shares are required to be reserved for issuance pursuant to the terms of our 8.125%
Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 and, as of June 30, 2016, 4,502,012 are reserved for issuance in connection with the conversion of the outstanding warrants, or the CPP Warrants, issued to the United States
Department of the Treasury, or the Treasury, in connection with our participation in the Capital Purchase Program, or the CPP, and subsequently sold by the Treasury on September 27, 2010 in a secondary public offering.
Preferred Stock
We have 50,000,000
shares of authorized preferred stock, none of which are currently outstanding. Shares of preferred stock may be issued from time to time in one or more series. We will describe the particular terms of any series of preferred stock in the prospectus
supplement relating to the offering. Our board of directors is empowered, without the approval of our stockholders, to cause our preferred stock to be issued in one or more classes or series, or both, with the numbers of shares of each class or
series and the provisions, designations, powers, preferences and relative, participating, optional and other special rights and the qualifications, limitations
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