Chrysler 2003 Annual Report Download - page 201

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Other Items on the Agenda
and Related Reports and Motions
If the savings shares are delisted, they shall be transformed into
registered shares if originally bearer shares, and they shall have
the right to a higher dividend increased by 0.175 euros, rather
than 0.155 euros, with respect to the dividend received by the
ordinary and preference shares.
If the ordinary shares are delisted, the higher dividend received
by the savings shares with respect to the dividend received by
ordinary and preference shares shall be increased by 0.2 euros
per share.
The outlays needed to safeguard the common interests of
the holders of savings shares, for whom their Special Meeting
resolved the constitution of the reserve, will be borne by
the Company up to an amount of 20,000 euros per year.
In order to assure the common representative of adequate
information regarding operations that may affect share prices,
the legal representatives shall be responsible for sending such
common representative, in good time, any communications
relating to the above matters.
Art. 7 –Stockholders’ Meetings
Meetings, when properly called and constituted, represent the
totality of stockholders, or of those of the relevant classes; their
resolutions are binding also upon absent or dissenting stockholders
within the limits of law and of these articles of association.
The rules governing procedures for Stockholders’ Meetings
are approved and modified by an Ordinary Meeting in which
both ordinary and preference shares have the right to vote.
This Meeting, which takes resolutions with an absolute
majority of votes present, is regularly constituted, on first call,
when stockholders representing more than half the ordinary
and preference stock are present and, on second call,
however many stocks with voting rights are represented.
Art. 8 –Notice of Meeting
The Ordinary General Meeting of Stockholders is called by
the Board of Directors to take place at the Registered Office
or elsewhere in Italy, at least once a year, within six months
after the end of the Company’s financial year.
Additional ordinary and extraordinary meetings may be called
whenever the Board of Directors deems it appropriate, and in
the cases provided for by law.
When the capital stock is increased, the holders of each class
of shares have the right to receive a proportionate number
of newly issued shares of the same class, or of another class
(or classes) if shares of the same class are not available or their
number is insufficient.
The Company’s capital stock may also be increased by issuing
ordinary and/or preference and/or savings shares in exchange for
the contribution of assets or the cancellation of accounts payable.
Resolutions authorizing the issuance of new preference or
savings shares with the same characteristics as those already
outstanding in connection with capital increases and the
conversion of shares into shares of another class do not require
further approval by Special Stockholders’ Meetings.
UNCHANGED
UNCHANGED
The outlays needed to safeguard the common interests of the
holders of preference and savings shares, which are financed with
reserves established for that purpose by the respective Special
Stockholders’ Meetings, shall be borne by the Company up to a
maximum annual amount of 30,000 euros for each class of shares.
In order to provide the Common Representatives of the holders
of preference and savings shares with adequate information
about transactions that may affect share prices, the Company’s
legal representatives shall promptly inform the Common
Representatives of any such issues.
Art. 7 –Stockholders’ Meetings
DELETED (See Art. 9)
DELETED (See Art. 6)
The Stockholders’ Meeting may be convened at the Company’s
Registered Office, or elsewhere in Italy, by means of a Notice
published within statutory deadlines in the newspapers La
Stampa and Il Sole 24 Ore or, if both these newspapers are not
published, in the Official Gazette of the Republic of Italy. The
Notice may provide for a second call and, in the case of
Extraordinary Stockholders’ Meetings only, a third call.