Regions Bank 2012 Annual Report Download - page 58

The terms of Regions’ outstanding junior subordinated debt securities prohibit it from declaring or paying
any dividends or distributions on Regions’ capital stock, including its common stock, or purchasing, acquiring, or
making a liquidation payment on such stock, if Regions has given notice of its election to defer interest payments
but the related deferral period has not yet commenced or a deferral period is continuing.
On November 1, 2012, Regions completed the sale of 20 million depositary shares each representing a
1/40th ownership interest in a share of its 6.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value
$1.00 per share (“Series A Preferred Stock”), with a liquidation preference of $1,000 per share of Series A
Preferred Stock (equivalent to $25 per depositary share). The terms of the Series A Preferred Stock prohibit
Regions from declaring or paying any dividends on any junior series of its capital stock, including its common
stock, or from repurchasing, redeeming or acquiring such junior stock, unless Regions has declared and paid full
dividends on the Series A Preferred Stock for the most recently completed dividend period. The Series A
Preferred Stock is redeemable at Regions’ option in whole or in part, from time to time, on any dividend payment
date on or after December 15, 2017 or in whole, but not in part, at any time within 90 days following a regulatory
capital treatment event (as defined in the certificate of designations establishing the Series A Preferred Stock).
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