Shares Capital Description Preferred Shares

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Description of Preferred Shares

This document describes the terms and conditions of the Preferred Shares issued by {{company_name}} (the 'Company'). These Preferred Shares are designated as {{preferred_share_series}} Preferred Shares.

The total number of authorised Preferred Shares of this series is {{authorised_preferred_shares}} shares, with a par value of {{par_value}} each.

Dividend Rights

Holders of the Preferred Shares shall be entitled to receive dividends at the rate of {{dividend_rate}}% per annum of the original subscription price of {{subscription_price}} per share, payable {{dividend_payment_frequency}}.

Dividends shall be cumulative/non-cumulative (strike out as applicable) and shall accrue from the date of issuance of such Preferred Shares, whether or not declared, and whether or not there are profits, surplus, or other funds legally available for the payment of dividends.

Liquidation Preference

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Ordinary Shares, an amount equal to {{liquidation_preference_amount}} per Preferred Share, plus any accrued and unpaid dividends thereon.

After the payment of the full liquidation preference, the remaining assets shall be distributed among all shareholders pro rata based on their shareholding, or as otherwise specified in the Company's Memorandum and Articles of Association.

Conversion Rights

Each Preferred Share shall be convertible, at the option of the holder thereof, at any time or from time to time, into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing the original subscription price by the then-effective conversion price. Initially, the conversion ratio shall be 1:1 unless adjusted.

The conversion price shall be subject to adjustment in accordance with the provisions outlined in the Company's constitutional documents, including adjustments for share splits, share dividends, reorganisations, reclassifications, and similar events.

Voting Rights

The Preferred Shares shall have {{voting_rights_description}} voting rights. (e.g., 'no voting rights', 'voting rights on an as-converted basis', 'class-specific voting rights').

Where Preferred Shares have voting rights, they shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company, alongside the Ordinary Shares, on an as-converted basis.

Redemption Rights (if applicable)

The Company shall have the right/obligation (strike out as applicable) to redeem any or all of the Preferred Shares at a redemption price of {{redemption_price}} per share, plus any accrued and unpaid dividends, on or after {{redemption_date}}.

Notice of redemption shall be given to the holders of Preferred Shares not less than {{notice_period}} days nor more than {{notice_period_max}} days prior to the date fixed for redemption.

Protective Provisions

So long as any Preferred Shares remain outstanding, the Company shall not, without the prior written consent of the holders of at least {{consent_percentage}}% of the then outstanding Preferred Shares, take any of the following actions:

a) Amend or repeal any provision of the Memorandum and Articles of Association of the Company in a manner adverse to the Preferred Shares.

b) Create or issue any new class or series of shares having rights, preferences, or privileges senior to or pari passu with the Preferred Shares.

c) Declare or pay any dividends on, or make any distribution to the holders of Ordinary Shares.

d) Effect a liquidation, dissolution, or winding up of the Company, or any deemed liquidation event.

Governing Law

This description and the Preferred Shares shall be governed by and construed in accordance with the laws of {{country_name}}.

Acknowledgement

The undersigned, by their signature below, acknowledge and agree to the terms and conditions set forth herein regarding the {{preferred_share_series}} Preferred Shares.

Signature Block

___________________________

Name: {{authorised_signatory_name}}

Title: {{authorised_signatory_title}}

Date: {{date}}

___________________________

Name: {{company_secretary_name}}

Title: Company Secretary

Date: {{date}}