Chrysler 2003 Annual Report Download - page 197

196
Other Items on the Agenda
and Related Reports and Motions
MOTION TO AMEND THE ARTICLES OF ASSOCIATION
Dear Stockholders:
The reform of Italian corporate law, which went into effect
on January 1, 2004, requires the adoption of numerous
amendments to our Articles of Association in order to make
them consistent with new requirements and to allow the
Company to take full advantage of the opportunities created
as a result of the changes brought to the Italian Civil Code
by these newly enacted dispositive provisions.
We are presenting for your approval amendments to the Articles
of Association that, in our opinion, are necessary to make the
adjustments referred to above. Moreover, in view of the recently
discovered increase in the fragmentation of your Company’s
stockholder base and of other increasingly incisive corporate
governance policies that are being debated, we recommend
that the minimum percentage of ordinary shares that must
be held in order to present lists of candidates for the post
of Statutory Auditor be reduced from 3% to 1%.
The purpose of this amendment is to facilitate the efforts
of minority stockholders, who until now have not availed
themselves of this opportunity, even though we are fully aware
that the independence of the Board of Statutory Auditors is
already guaranteed by the prerequisites for service set forth in
the law and the Articles of Association and by the unblemished
professional reputation that those who serve on your
Company’s Board of Statutory Auditors have always enjoyed.
Another amendment that you are being asked to adopt raises
from 20,000 to 30,000 euros per year the maximum expense that
the Company is required to bear to finance the fund established
by the Special Meeting of Holders of Savings Shares to protect
the common interests of the holders of savings shares and
creates similar provisions for the holders of preference shares.
The proposed amendments, which combine some articles,
requiring a change in the numeration of subsequent articles to
maintain a logical sequence, are discussed in detail below and
are shown separately in the comparison between existing and
new text that follows this introduction.
Article 2 –Registered Office
Under Article 2328 of the Italian Civil Code, listing the address
of the registered office is no longer required, and the Board of
Directors may be granted authority to open or close secondary
offices.
Article 5 –Capital Stock
The wording of the powers granted to Directors pursuant
to Article 2423 ter of the Italian Civil Code no longer mentions
nonconvertible bonds, since, according to Article 2410 of the
Italian Civil Code, the issuance of such bonds is now within the
purview of the Board of Directors.
Article 6 –Classes of Shares and Common Representative
The new provisions of Article 2348 of the Italian Civil Code that
deal with share classes require a more detailed regulation of the
rights and prerogatives conveyed by the ownership of the
different classes of shares that comprise the Company’s capital
stock. To achieve this goal, some of the provisions of Articles 5,
7, 9 and 11 have been combined. In addition, as required by the
provisions of the new Article 147 bis of the Consolidated Law on
Financial Intermediation, preference shares have been afforded
the same status as savings shares with respect to the right to
a Common Representative. Furthermore, a provision is being
made to fund the maximum annual expense that may be
incurred to safeguard the common interests of the holders
of preference shares as well and to increase said amount.
Article 7 –Stockholders’ Meetings
The option allowed by Article 2366 of the Italian Civil Code that
permits the publication of the Notice of Stockholders’ Meeting
in the newspapers listed in the Articles of Association is being
retained, and the deadline for convening the Annual Stockholders’
Meeting is being changed to 180 days after the end of the fiscal year.
Article 8 –Attendance and Representation at Stockholders’
Meetings
The new wording of Article 2370 of the Italian Civil Code with
regard to the right to attend Stockholders’ Meetings is being
adopted, and the option of holding Stockholders’ Meetings
that allow the participation of stockholders in multiple locations
via linked telecommunication systems is being introduced.
Article 9 –Convening of Stockholders’ Meetings and
Adoption of Valid Resolutions
This article combines the provisions of the existing Articles 9
and 10. It reflects new statutory provisions regarding the
quorums needed to convene Stockholders’ Meetings of publicly
traded companies and approve resolutions, and contains the
exceptions already contained in the current Article 9 with regard
to the election of Directors and Statutory Auditors.
Article 10 –Chairmanship of the Stockholders’ Meeting
A description of the role of the Chairman is no longer being
provided, since it is now governed by the provisions of the new
Article 2371 of the Italian Civil Code.
Article 11 –Board of Directors
In accordance with Article 2386 of the Italian Civil Code, this
article introduces a clause that mandates the expiration of the
term of office of the entire Board of Directors when the majority of
Directors elected by the Stockholders’ Meeting is no longer in office.
Article 13 –Meetings and Duties of the Board of Directors
The new provisions of Articles 2381 and 2391 of the Italian
Civil Code, which deal with the requirements of the recently
amended Article 150 of Legislative Decree No. 58/98
(Consolidated Law on Financial Intermediation), are being
adopted.
Article 15 –Powers of the Board of Directors
The powers of the Board of Directors are being expanded to
include those provided by Article 2365, Paragraph Two, and
Article 2506 ter, Paragraph Five, of the Italian Civil Code, which