Chrysler 2003 Annual Report Download - page 202

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Other Items on the Agenda
and Related Reports and Motions
To call the meetings a notice must be published in the Official
Gazette of the Republic of Italy under the terms of law.
In the notice of meeting another day for a possible second call
may be indicated. For extraordinary meetings the date of a third
call may also be fixed.
Art. 9 –Attendance and Representation
at the Stockholders’ Meetings
For attendance and representation at Stockholders’ Meetings,
the terms of law shall apply.
Art. 10 –Ordinary Stockholders’ Meetings
At Ordinary Stockholders’ Meetings only the ordinary shares
have the right to vote.
Ordinary Meetings are properly constituted on first call by the
attendance of stockholders representing at least one half of the
capital stock entitled to vote; On second call, by the attendance
of stockholders representing any portion of the capital stock
entitled to vote.
Resolutions are adopted in all cases by an absolute majority
of votes, except for the appointment of directors, for which
a relative majority is sufficient, and for the appointment
of members of the Board of Statutory Auditors, for which
the provisions of art. 19 shall apply.
Since the company is required to prepare consolidated financial
statements, it must convene an Ordinary Stockholders’ Meeting
within 180 days after the end of the fiscal year.
A Stockholders’ Meeting may also be convened whenever the
Board of Directors deems it appropriate and must be convened
when required by law.
Art. 8 –Attendance and Representation at Stockholders’
Meetings
Stockholders who are entitled to vote may attend or be
represented at Meetings upon presentation of an appropriate
certification, issued by an authorized intermediary, that has been
communicated to the Company ahead of time in accordance
with the applicable statute.
Stockholders may attend Meetings from multiple contiguous or
remote locations that are linked by means of telecommunication
systems, acting in accordance with the rules of collegiality, the
principles of good faith and equal treatment for all stockholders.
In such cases:
❚The Notice of the Stockholders’ Meeting must list the
audio/video linkup locations where the attendees can
convene, and the Meeting will be deemed to have been held
at the location where the Chairman and the person drawing
up the Minutes of the Meeting are present;
❚The Chairman of the Meeting, using the resources of his/her
office, or the officers of the Meeting who are present at the
various linkup locations, shall ensure that the meeting is duly
convened, ascertain the identity of the attendees and their
right to attend the Meeting, manage the Meeting and verify
the results of any votes;
❚The person drawing up the Minutes of the Meeting must be
able to adequately hear and see sufficiently well any Meeting
developments that require inclusion in the Minutes;
❚The attendees must be allowed to participate in the discussion
and cast votes simultaneously on the items on the Agenda.
Art. 9 –Convening of Stockholders’ Meetings and Adoption
of Valid Resolutions
DELETED (See Art. 6)
Resolutions adopted by the Stockholders’ Meeting pursuant
to law and these Articles of Association are binding on all
stockholders, including those who are absent or dissenting.
UNCHANGED
Resolutions are always adopted by an absolute majority of the
votes, except for the election of Directors, which requires only
a relative majority, and the election of Statutory Auditors, which
is governed by the provisions of Article 17.