Liquidation and Dissolution. In the event of MetLife,
Inc.’s liquidation, dissolution or winding-up, the holders of common stock
are entitled to share equally and ratably in MetLife, Inc.’s
assets, if any, remaining after the payment of all of MetLife,
Inc.’s liabilities and the liquidation preference of any
outstanding class or series of preferred stock.
Other Rights. The holders of common stock have no
preemptive, conversion, redemption or sinking fund rights. The
holders of shares of MetLife, Inc.’s common stock are not required
to make additional capital contributions.
Transfer Agent and Registrar. The transfer agent and
registrar for MetLife, Inc.’s common stock is Computershare Inc.
(successor in interest to Mellon Investor Services LLC).
General. MetLife, Inc.’s board of directors has the
authority to issue preferred stock in one or more series and to fix
the title and number of shares constituting any such series and the
designations, powers, preferences, limitations and relative rights
including offering price, any dividend rights (including whether
dividends will be cumulative or non-cumulative), dividend rate, voting
rights, terms of any redemption, any redemption price or prices,
conversion or exchange rights and any liquidation preferences of
the shares constituting any series, without any further vote or
action by stockholders. The specific terms of the preferred stock
will be described in the prospectus supplement.
MetLife, Inc. has authorized 10,000,000 shares of
Series A Junior Participating Preferred Stock for issuance in
connection with a stockholder rights plan. The stockholder rights
plan expired at the close of business on April 4, 2010 and was
Voting Rights. The Delaware General Corporation Law
provides that the holders of preferred stock will have the right to
vote separately as a class on any proposal involving fundamental
changes in the rights of holders of such preferred stock. The
prospectus supplement will describe the voting rights, if any, of
the preferred stock.
Conversion or Exchange. The prospectus supplement will
describe the terms, if any, on which the preferred stock may be
convertible into or exchangeable for securities described in this
prospectus. These terms will include provisions as to whether
conversion or exchange is mandatory, at the option of the holder or
at MetLife, Inc.’s option. These provisions may set forth the
conversion price, the method of determining the conversion price
and the conversion period and may allow or require the number of
shares of MetLife, Inc.’s common stock or other securities to be
received by the holders of preferred stock to be adjusted.
Redemption. The prospectus supplement will describe the
obligation, if any, to redeem the preferred stock in whole or in
part at the times and at the redemption prices set forth in the
applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement,
MetLife, Inc. may not purchase or redeem any of the outstanding
shares or any series of preferred stock unless full cumulative
dividends, if any, have been paid or declared and set apart for
payment upon all outstanding shares of any series of preferred
stock for all past dividend periods, and unless all of MetLife,
Inc.’s matured obligations with respect to all sinking funds,
retirement funds or purchase funds for all series of preferred
stock then outstanding have been met.
Certain Provisions in MetLife, Inc.’s Amended and Restated
Certificate of Incorporation, As Amended (the “Certificate of
Incorporation”), and Amended and Restated By-Laws (the “By-Laws”) and in Delaware and New York
A number of provisions of MetLife, Inc.’s Certificate of
Incorporation and By-Laws
deal with matters of corporate governance and rights of
stockholders. The following discussion is a general summary of
selected provisions of MetLife, Inc.’s Certificate of Incorporation
and By-Laws and regulatory
provisions that might be deemed to have a potential “anti-takeover”
effect. These provisions may have the effect of discouraging a