Chrysler 2003 Annual Report Download - page 200

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Other Items on the Agenda
and Related Reports and Motions
In the event of a capital stock increase, the holders of shares
of each class shall have a proportional right to be granted an
option to subscribe for the new issue of shares of their class, or,
if shares of their class are not issued or are insufficient, an option
to subscribe for shares of the other class (or classes) issued.
The capital stock may also be increased through the transfer-in
of receivables or other assets representing payment in kind,
against the issue of ordinary and/or preference and/or savings
shares.
Resolutions concerning the issue of new shares which have the
same characteristics as those already in circulation shall not
require further approval by special meetings of the shareholders
of the individual classes.
By and not later than September 11, 2007, the Board of
Directors shall have the power to increase the capital stock,
on one or more occasions, up to a maximum of 8 billion euros,
and issue convertible and nonconvertible debentures, on one
or more occasions, up to the same limit, provided the amount
each time does not exceed the limit set by law.
Increases in capital made pursuant to said powers may, within
a limit of 1% of the capital stock, be reserved for employees
of the Company and/or its subsidiaries, in accordance with
procedures and criteria established by the Board of Directors.
Capital stock increases deriving from the exercise of powers
delegated to the Board, including those required by the
conversion of debentures or the exercise of warrants, shall
be implemented through the issue of shares belonging to
the existing classes of shares.
The Extraordinary Stockholders’ Meeting, in a resolution
approved on September 12, 2002, ordered that the Directors,
pursuant to the delegation of powers discussed above and
to the specific terms and conditions therein contained,
approve a capital increase reserved for the banks specified
in said resolution, as allowed under Paragraph Seven of Article
2441 of the Italian Civil Code, and that the newly issued ordinary
shares be subscribed and paid in through the setoff of loans up
to a maximum of 3 billion euros of the principal.
Art. 6 –Savings shares and common representative
Savings shares possess the privileges set out in articles
21 and 25.
DELETED (See Art. 6)
DELETED (See Art. 6)
DELETED (See Art. 6)
Until September 11, 2007, the Directors shall have the power
to increase the capital stock, on one or more occasions, to
a maximum of 8 billion euros and may float one or more
convertible bond issues to the same maximum amount.
UNCHANGED
UNCHANGED
UNCHANGED
Art. 6 –Classes of Shares and Common Representative
Ordinary and preference shares are registered shares. Savings
shares can be either bearer or registered shares, at the option
of their holder or as required by law. All shares are issued in
dematerialized form.
Each share conveys the right to a proportionate share of the
earnings available for distribution and of the residual net assets
upon liquidation, without harming the rights of preference and
savings shares, which are discussed in Articles 20 and 23 below.
Each ordinary share conveys the right to vote without any
restrictions whatsoever. Each preference share conveys the
right to vote only on issues that are within the purview of
the Extraordinary Stockholders’ Meeting and on resolutions
concerning Regulations for Stockholders’ Meetings. Savings
shares are not entitled to vote.