exhibit41-descriptionofs






DESCRIPTION OF THE REGISTRANT’S SECURITIES  The following summary of the material terms of our securities is not intended to be a complete summary of the  rights and preferences of such securities and is qualified in its entirety by the Company Second Amended and  Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bye-laws (the “Bye-laws”)  each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit  4.1 is a part. In this “Description of the Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to  Wejo Group Limited and not to any of its subsidiaries.  Our authorized share capital is 634,000,000 common stock, par value $0.001 per share (the “Common Stock”)  and 1,000,000 undesignated shares, par value $0.001 per share. As of December 31, 2021, there are 93,950,205  shares of our Common Stock issued and outstanding, 11,500,000 warrants and no preferred shares outstanding.  Unless the Company’s board of directors (the “Board”) determines otherwise, we will issue all of our share capital  in uncertificated form.  Common Stock  Under Bermuda law and the Bye-laws, the Board is authorized to issue any of our authorized but unissued  shares of Common Stock without shareholder approval on such terms as the Board determines. The holders of  Common Stock have no pre-emptive, redemption, conversion or sinking fund rights. Holders of Common Stock are  entitled to one vote per share on all matters submitted to a vote of holders of Common Stock. Unless a different vote  is required by Bermuda law or by the Bye-laws, resolutions to be approved by holders of voting shares require  approval by a simple majority of votes cast at a meeting at which a quorum is present. Holders of Common Stock  will vote together as a single class on all matters presented to the shareholders for their vote or approval, including  the election of directors. The Charter and the Bye-laws do not authorize cumulative voting and directors are elected  by plurality of votes.  Any individual who is a shareholder of the Company and who is present at a meeting may vote in person, as  may any corporate shareholder that is represented by a duly authorized representative at a meeting of shareholders.  The Bye-laws also permit attendance at general meetings by proxy, provided the instrument appointing the proxy is  in such form as the Board may determine.  In the event of our liquidation, dissolution or winding up, the holders of Common Stock are entitled to share  equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any  liquidation preference on any issued and outstanding preference shares.  Preferred Stock  Under Bermuda law and the Bye-laws, the Board is authorized to issue preference shares in one or more series  without shareholder approval (“Preferred Stock”). The Board has the discretion under the Bye-laws to determine the  rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,  redemption privileges and liquidation preferences of our authorized but unissued undesignated shares, and the Board  may issue those shares in series of Preferred Stock, without any further shareholder approval. The rights with respect  to a series of Preferred Stock may be greater than the rights attached to our Common Stock. It is not possible to state  the actual effect of the issuance of any Preferred Stock on the rights of holders of our Common Stock until the Board  determines the specific rights attached to those Preferred Stock. The effect of issuing Preferred Stock could include,  among other things, one or more of the following:  • restricting dividends in respect of our Common Stock;  • diluting the voting power of our Common Stock or providing that holders of Preferred  Stock have the right to vote on matters as a class;  • impairing the liquidation rights of our Common Stock; or delaying or preventing a  change of control of us.  





 






We have no Preferred Stock outstanding, and we have no present plans to designate the rights of or to issue any  Preferred Stock.  Warrants  We have issued and outstanding 11,500,000 warrants, each of which entitles the registered holder to purchase  one share of Common Stock at a price of $11.50 per share. Each warrant will expire on November 18, 2026 or  earlier upon redemption or liquidation.  We are not obligated to deliver any Company Common Stock pursuant to the exercise of a warrant and have no  obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the  issuance of the Company Common Stock issuable upon exercise of the warrants is then effective and a current  prospectus relating to those common stock is available, subject to our satisfying our obligations described below  with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we are not obligated  to issue any shares to holders seeking to exercise their warrant, unless the issuance of the shares upon such exercise  is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from  registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied  with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant  may have no value and expire worthless.  Dividend Rights  Under Bermuda law and the Bye-laws, the Board has discretion as to the payment of dividends on our Common  Stock, including the amount (if any), payment date and whether paid in cash or satisfied by our shares or other  assets, without shareholder approval. Under Bermuda law, we may not declare or pay dividends if there are  reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities  as they become due; or (ii) that the realizable value of our assets would as a result be less than our liabilities. Under  the Bye-laws, each share of Common Stock is entitled to dividends if, as and when dividends are declared by the  Board, subject to any preferred dividend right of the holders of any Preferred Stock, pari passu and pro rata to the  number of shares of Common Stock issued and outstanding. If we are permitted under Bermuda law to pay  dividends, there are no restrictions on our ability to pay dividends in U.S. dollars or to U.S. residents who are  holders of our shares.  Any cash dividends payable to holders of our Common Stock listed on the NASDAQ will be paid to  Continental Stock Transfer & Trust, our transfer agent in the United States for disbursement to those holders.  Board of Directors  The Bye-laws provide that, subject to the right of holders of any series of Preferred Stock, the Board will be  divided into three classes of directors, as nearly equal in number as possible, and with the directors serving  staggered three-year terms. The Board currently consists of eight directors.    Removal of Directors  In accordance with the terms of the Company Bye-laws, our directors may only be removed for cause, and only  upon the affirmative vote of holders of at least 66 2∕3% of the then issued and outstanding shares carrying the right  to vote at general meetings at the relevant time.  Voting Requirements  Approval of certain significant corporate transactions, including amendments to the Company Bye-laws, will  require the approval of the Board in addition to any other vote required by applicable law.  





 






Certain Anti-Takeover Provisions under our Charter and Bye-laws  The Company’s Charter and Bye-laws, as well as Bermuda law, contain provisions that may discourage, delay  or prevent a merger, amalgamation, acquisition, or other change in control that shareholders may consider favorable,  including transactions in which you might otherwise receive a premium for common stock. These provisions may  also prevent or frustrate attempts by our shareholders to replace or remove our management. Our corporate  governance documents include provisions:  • authorizing blank check Preferred Stock, which could be issued without shareholder approval and  with voting, liquidation, dividend and other rights superior to our Common Stock;    • providing that any action required or permitted to be taken by our shareholders must be taken at a  duly called annual or special meetings of such shareholders and may not be taken by any consent in writing  by such shareholders;    • requiring, to the fullest extent permitted by applicable law, advance notice of shareholder  proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed  nominations of candidates for election to our Board;    • establishing a classified Board, so that not all members of our board are elected at one time, with  the election of directors requiring only a plurality of votes cast;    • providing that certain actions required or permitted to be taken by our shareholders, including  amendments to the Bye-laws and certain specified corporate transactions, may be effected only with the  approval of our Board, in addition to any other vote required by the Bye-laws and/or applicable law;    • prohibit us from engaging in a business combination with a person who acquires at least 10% of  our common stock for a period of three years from the date such person acquired such common stock  unless approved by our Board and authorized at an annual or special meeting of shareholders by the  affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by  such person, subject to certain exceptions; and    • providing that directors may be removed by shareholders only by resolution with cause upon the  affirmative vote of at least two-thirds of our issued and outstanding voting shares.  Amalgamations and Business Combinations  • The amalgamation or merger of a Bermuda company with another company or corporation (other than  certain affiliated companies) requires the amalgamation or merger agreement to be approved by the Board  and by our shareholders. The Company Bye-laws provide that a majority in number of the Board present at  a meeting where a quorum is present is required to approve the amalgamation or merger agreement.  Additionally, the Company Bye-laws provide that a resolution passed by holders of a majority of the issued  and outstanding shares carrying the right to vote at general meetings at the relevant time is required to  approve the amalgamation or merger agreement. The Company Bye-laws provide that a merger or an  amalgamation that is a Business Combination with an interested shareholder must be approved as described  below.  • The Company Bye-laws contain provisions regarding “Business Combinations” with “interested  shareholders.” Pursuant to the Company Bye-laws, in addition to any other approval that may be required  by applicable law, we may not engage in certain “Business Combinations” with any “interested  shareholder” for a three-year period following the time that the shareholder became an interested  shareholder, unless:  • prior to such time, the Board approved either the Business Combination or the transaction that resulted in  the shareholder becoming an interested shareholder;  





 






• upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder,  the interested shareholder owned at least 85% of our issued and outstanding voting shares at the time the  transaction commenced, excluding certain shares;  • or at or subsequent to that time, the Business Combination is approved by the Board and by the affirmative  vote of holders of at least 66 2∕3% of our issued and outstanding voting shares that are not owned by the  interested shareholder.  • Generally, a “Business Combination” includes a merger, amalgamation, asset or share sale, or other  transaction resulting in a financial benefit to the interested shareholder. An “interested shareholder” is a  person who, together with that person’s affiliates and associates, owns, or within the previous three years  owned, 10% or more of our issued and outstanding voting shares.  • Under certain circumstances, this provision will make it more difficult for a person who would be an  “interested shareholder” to effect various business combinations with us for a three-year period. This  provision may encourage companies interested in acquiring us to negotiate in advance with the Board  because the shareholder approval requirement would be avoided if the Board approves either the business  combination or the transaction that results in the shareholder becoming an interested shareholder. These  provisions also may have the effect of preventing changes in the Board and may make it more difficult to  accomplish transactions that shareholders may otherwise deem to be in their best interests.  • Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another  company or corporation, a shareholder of the Bermuda company who did not vote in favor of  the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder’s  shares may, within one (1) month of notice of the shareholders meeting, apply to the Supreme Court of  Bermuda within one (1) month of the transaction to appraise the fair value of those shares.  Listing  The NASDAQ ticker symbols for the Company’s Common Stock and warrants are “WEJO” and “WEJOW,”  respectively.  Untraced Shareholders  The Bye-laws provide that the Board may forfeit any dividend or other monies payable in respect of any shares  which remain unclaimed for six years from the date when such monies became due for payment. In addition, we are  entitled to cease sending dividend warrants and checks by post or otherwise to a shareholder if such instruments  have been returned undelivered to, or left uncashed by, such shareholder on at least two consecutive occasions or,  following one such occasion, reasonable enquires have failed to establish the shareholder’s new address. This  entitlement ceases if the shareholder claims a dividend or cashes a dividend check or a warrant.