The Money Maze TMM Nº 026

Preference Shares vs Ordinary Shares: Share Classes Explained

Length: 8 min

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Preference shares vs ordinary shares on the JSE: dividend priority, prime-linked payouts, voting rights, A and N share classes and the catches to check.

Show notes

Not all shares are created equal. Some come with votes, some come with perks, and some are like the cousin who arrives at the braai empty-handed but still eats all the wors. Here’s how ordinary shares, preference shares and share classes differ.

By The Money Maze | Listen to the episode: Spotify

Log into your investment app and search for a big bank, and you might find two or three listings with nearly the same name, one ending in “P” or “pref”. Or you’ll see a company with “N” shares. It’s not alphabet soup. It’s share classes, and the differences matter for your money and your say.

Let’s sort them into three buckets: ordinary shares, preference shares and other share classes.

Ordinary shares: the default

Ordinary shares are the basic Spur burger. Most JSE shares you buy are ordinary shares, and they come with two main things:

  • Voting rights: usually one vote per share at shareholder meetings, on things like electing directors and approving deals.
  • Dividends, maybe: not guaranteed. If the company makes money and the board declares a dividend, you get your cut. If not, tough luck.

Ordinary shareholders are last in line. If a company is wound up, lenders and preference shareholders are paid first. But ordinary shareholders also get all the upside when things go well. Ordinary shares, ordinary risks, potentially extraordinary rewards.

Preference shares: the VIP queue

Preference shares jump the queue in specific ways.

  • Dividend priority: preference dividends must usually be paid before ordinary shareholders get anything. If cash is tight, the pref crowd eats first.
  • Set dividend rate: many South African listed preference shares pay a dividend linked to the prime rate, for example a fixed percentage of prime. When interest rates rise, the dividend rises. When rates fall, so does the payout.
  • Cumulative or not: with cumulative prefs, any skipped dividend accumulates and must be paid before ordinary dividends resume. With non-cumulative prefs, a skipped dividend is simply gone.
  • Voting rights: usually none, except in special situations such as when preference dividends are in arrears or when their rights are being changed.

Preference shares are a bit like a store card with perks. You don’t get to redesign the aisles, but you get your free cappuccino before the ordinary shoppers reach the till.

Who issues preference shares?

South African banks and some financial and industrial companies have issued listed preference shares. For the company, prefs raise capital without handing out votes. For investors, they’ve traditionally offered steady, interest-like income.

Preference shares and tax

The episode raised the tax angle, so let’s be precise. Dividends on ordinary listed preference shares are generally treated as dividends, which means 20% dividends tax for individuals, not income tax like interest. There are anti-avoidance rules in the Income Tax Act that can treat certain debt-like preference shares as producing interest instead. If tax is part of your reason for buying prefs, check the specific instrument’s terms and speak to a tax practitioner.

Share classes: when A is better than B

Then there are A, B and N shares. Why do companies do this? Usually, control.

A dual-class structure lets founders or families keep control with enhanced voting rights, while selling most of the economic interest to the public. A company might have unlisted A shares that each carry many votes, and listed N shares that carry one vote each and most of the dividends.

Naspers is the best-known JSE example. Its listed N ordinary shares are what investors buy, each carrying one vote, while unlisted A ordinary shares carry 1,000 votes each but only limited economic rights. It’s like playing Monopoly where your cousin gets to roll the dice, but the owner of Mayfair and Park Lane was decided before the game started.

Classes can also differ on dividends, conversion rights or what happens in a takeover. Always read which class you’re buying.

Why it matters for you

  • Risk and reward: ordinary shares offer upside and volatility. Prefs offer steadier income but limited upside.
  • Voting power: know when your shares carry little or no say.
  • Income: prime-linked prefs move with interest rates, which helps when rates rise and hurts when they fall.

The catches

  • Dividends aren’t guaranteed. A struggling company can skip pref dividends. If they’re non-cumulative, that cash is gone.
  • Liquidity: many prefs trade thinly. Selling quickly can mean accepting a worse price.
  • Redemptions: companies can buy back or redeem some prefs, sometimes at prices you wouldn’t have chosen.
  • Limited upside: if the company triples its profits, pref holders still get roughly the same dividend.

Stokvel Starter Pack

  • Ordinary shares: votes, maybe dividends, all the upside, last in line.
  • Preference shares: dividend priority, often prime-linked, usually no votes.
  • Cumulative: missed pref dividends must be caught up before ordinary dividends.
  • Dual-class shares: different voting rights, usually to protect insider control.
  • N shares: a common JSE label for listed shares with limited voting rights.

Takeaway: Ordinary shares are for growth, preference shares are for income, and multiple classes are usually about boardroom politics. Read the fine print before you buy any of them.

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More from The Money Maze

Sources

  1. Dividends Tax, South African Revenue Service.
  2. Companies Act 71 of 2008, South African Government.
  3. Results of annual general meeting, Naspers, Aug 2025.

This is not financial advice.

Transcript

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0:00 Welcome back to the Money mice, the podcast for South African retail investors who want to stop feeling like they're drowning in jargon and start navigating the markets like someone who actually knows what they're doing. I'm your host, Jay, and today we tackling a topic that often confuses new investors. Preference shares, ordinary shares, and those mysterious share classes you see tagged with letters like AB or even Z. And no, it's not a lucky dip alphabet soup. So when you log into your platform, when you read a company's annual report, you'll notice not all shares are created equal.

0:37 Some come with perks, some come with voting rights, and some are like the cousin who shows up to the Bri empty handed but still eats all divorce. So let's break it down into 3 buckets. Ordinary shares. The standard issue, the bread and butter of the JSE type thing. Preference shares is a more VIP arrangement with some special privileges and share classes. This is when companies decide to split their shareholding power with A's, B's and beyond. So ordinary shares, this is the default choice. Think of ordinary shares as the basics. Per burger, everyone gets 1.

1:16 You know exactly what you're biting into and it comes with two key things. Voting rights. You get Asiata Agm's. It's not exactly deciding the Springbok squad, but your vote does count in matters like electing directors or approving big deals. Dividends, well, maybe these are not guaranteed. If the company makes a profit and feels generous, you'll get your cut. If they don't, well too bad.

1:43 Ordinary shares are basically like our elections. You technically have a vote, but you never quite sure if it will translate into real change. For most retail investors in South Africa, this is what you buying when you pick up stocks on the JSE. Ordinary shares equals ordinary risks and ordinary rewards. Now let's look at preference shares, the VIP Q jumpers, preference shares.

2:09 Basically these guys think they're better than the rest of us and in some ways they are. So here's the deal. It has a different priority. Preference shareholders get paid dividends before ordinary shareholders. If cash is tight, good preference crowd eats first. There's also fixed rate dividends. Often these are set at a specific percentage. So while ordinary shareholders ride the roller coaster of profits, preference shareholders get a more stable, predictable payout. Voting rights.

2:40 Well, usually none. Preference shareholders are the silent rich uncles. They get their money, but they don't get to say a thing. Think of it like being at Woolies with a store card. You might not get the redesign of the miles, but you're getting your free cappuccino before the ordinary shoppers queue up for the toll. And here's the kicker. Preference shares are treated almost like interest by SARS, which means you pay tax like you've got a dodgy side hustle, but without the cash under the mattress. In South Africa, companies sometimes issue preference shares to raise capital without giving away voting power. Banks in particular love these because they can strengthen their balance sheets without losing control of the boardroom. Nowadays, share classes when A is better than B or not. So sheer classes A sheer B shares, sometimes even more exotic setups.

3:37 Why do companies do this? Well, quite simple control. Dual class structures allow funders or families to keep control of special voting rights even if they own fewer shares. For example, a company might issue A shares with full voting power and B shares with none. Ordinary investors get bees, the insiders keep the A's. Sometimes the classes differ on dividend rights too, like Ashes getting a higher payout than bees. It's like playing Monopoly with your younger cousin. They get to roll the dice, but you've already decided who owns Mayfair and Park Lane.

4:15 Or more locally. It's like parliament. Everyone's technically in the room but only a handful of calling the shots and the rest are just collecting their per diems and free lunches. So why does this matter to you, That average retail investor? South Africa? Well, risking ward number one. Ordinary shares give you upside but also volatility. Preferences give you more stability but less say when it gets to voting power.

4:44 In reality, you're one share in a giant like Naspers isn't swinging boardroom decisions. But it's good to understand when your shares carry no vote at all when we're talking dividends. If you're building a dividend focused portfolio, preference shares might sound attractive, but always check the terms. Some preference shares are fixed, others are linked to prime. Let's do some real world example. Banks and preferences.

5:12 Nedbank, Standard Bank and Absa have all issued preference shares over time. They provide investors with a fixed dividend but without the chaos of ordinary share volatility. Then we looking at family controlled businesses on the JSE. Dual class structures pop up occasionally, often to keep control within a family or founding group while still tapping public markets. So the catch?

5:37 Yes, there's always a catch. Preference shares might sound cushy, but here's the fine print. Dividends aren't guaranteed. If the company's really struggling, they can suspend preference dividends as well. Liquidity issues. Well, preference shares don't always trade as actively on the JSE, so you might struggle to sell them quickly if you need to.

6:01 Tax treatment well, as mentioned, saws often treats preference dividends as interest, which can change your after tax return. So always check the latest rules. So before you Sprint off and buy shares thinking you found a cheat code no, the rules of the game. Now let's bring this home with our trademark stock fell starter pack of stock lingo for this episode. Ordinary shares, well, that's standard shares with voting rights, possible dividends, rollercoaster risk, kind of like taking the hard train.

6:31 It's faster, but it might not actually go where you need to be. Preference shares, well, deliverance priority, fixed income style payouts, usually no votes. So it's like sitting in the VIP section that Orlando stadium, you've paid for comfort, but you don't control the playlist. Share classes, A/B, CC, not different rights often structured to protect insider control. Basically the shareholder version of do as I say, not as I do.

7:00 So, simple rule of thumb, ordinary shares are for growth preference, shares are for stability, and multiple classes are usually for the boardroom politics. And that's a wrap for today's episode of The Money Mice. While my jokes may be more confusing than the government's excuses for why an expensive chat session is better than improving the lives of citizens, remember this is not financial advice. Please do your own research.

7:24 Speak to a licensed advisor. Catch you in the next episode. Same time, same place, and same sarcasm.

The JSE stories worth knowing about, explained like a mate would at the braai. No hot tips, no spam.

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