Chrysler 2003 Annual Report Download - page 198

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Other Items on the Agenda
and Related Reports and Motions
apply to the special cases of mergers or demergers of
subsidiaries in which the parent company holds an interest of
90% or more of the capital stock, and to the opening or closing
of secondary offices, the designation of Directors empowered
to represent the Company, the reduction of capital stock when
stockholders exercise the right to have their shares redeemed,
the adoption of amendments to the Articles of Association that
reflect changes in the law and the transfer of the Company’s
registered office to another location in Italy.
Article 16 –Representation
The Board of Directors is being expressly granted the authority
to delegate power to Directors who do not hold corporate
offices and to authorize them to represent the Company
vis-à-vis third parties and in legal proceedings.
Article 17 –Statutory Auditors
The minimum percentage of the ordinary shares required to
present lists is being reduced from 3% to 1%. This Article also
mentions the independence requirements that are expressly
mentioned in the new Article 148 of Legislative Decree No.
58/98 (Consolidated Law on Financial Intermediation) and states
that meetings of the Board of Statutory Auditors may be
validly held by means of telecommunication systems.
Article 18 –Independent Audits
This article, the sole purpose of which is to ensure the
comprehensiveness of the Articles of Association, sets forth the
rules for independent audits, which formerly were governed by
a special law for publicly traded companies (Consolidated Law
on Financial Intermediation) and are now within the purview of
the Civil Code.
Article 20 –Allocation of Net Income and Dividends
This article combines the current Articles 21, 22 and 23 without
making substantive changes.
Article 21 – Stockholders’ Right to Have Their Shares Redeemed
In response to the new provisions of Article 2437, Paragraph
Two, of the Italian Civil Code, this Article lists amendments to
the Articles of Association that do not constitute grounds for
stockholders to exercise the right to have their shares redeemed.
The text of the proposed amendments is shown alongside the
text of the existing Articles of Association.
March 26, 2004
The Board of Directors
By:
Umberto Agnelli
Chairman
Fiat S.p.A. Articles of Association
CURRENT TEXT
(the parts that are being deleted or replaced are in italics)
Art. 1 –Name
A Joint Stock Company is hereby incorporated under the name
of “FIAT Società per Azioni”.
The name may be written in either capital or small letters, with
or without punctuation marks.
Art. 2 –Registered Office
The Company’s Registered Office is at Via Nizza 250, Turin, Italy.
Subsidiary companies, branches and agencies of all kinds both
in Italy and abroad may be set up, modified or closed down by
resolution of the Board of Directors.
PROPOSED AMENDMENTS
(parts that are being added to or are replacing existing text)
Art. 1 –Name
UNCHANGED
UNCHANGED
Art. 2 –Registered Office
The Company’s registered office is located in Turin.
DELETED (See Art. 15)