Chrysler 2004 Annual Report Download - page 223

221
Other Items on the Agenda and Related Reports and Motions
6. Discussion and powers of the Chairman
6.1. The Chairman shall open the discussion and direct it by
inviting those who have requested permission to speak to
take the floor in the order in which their requests were
booked and ensuring that they are entitled to intervene.
6.2. The Chairman may specify that such requests should be
made in writing, indicating the item on the Agenda that
the individual concerned wishes to address.
6.3. Anyone entitled to participate in the Meeting, including
the common representatives of the different classes of
shares, if appointed, and the representative of
bondholders, shall be entitled to take the floor on any item
on the Agenda and to comment or advance proposals
thereon.
6.4. All speeches to the Meeting must be clear and concise.
They must be strictly pertinent to the items on the Agenda
and must be delivered in a time deemed to be
appropriate by the Chairman.
6.5. If the speaker fails to comply with these rules, the
Chairman shall invite him to draw his speech to a close,
failing which he shall be refused the floor.
6.6. The Chairman shall regulate the Meeting to ensure its
correct function and to guarantee the rights of all those
present. The Chairman shall be entitled to withdraw or
deny the right to speak or take any other action
considered appropriate in the circumstances if speeches
are not authorized or repetitive, or if they disturb or
impede the other persons present, or contain anything
offensive or immoral or detrimental to public order, or are
contrary to the purposes for which the Company was
created.
7. Interruption and adjournment of the Meeting
7.1. The Meeting shall normally conduct all its business in a
single session. However, should the Chairman think it
appropriate, any session may be interrupted for a
maximum period of two hours.
7.2. The Chairman may adjourn the Meeting, only on one
occasion, by not more than five days, provided that the
Meeting votes in favor with the majority specified by
Article 2374 of the Italian Civil Code, fixing the day and the
time of the new meeting for the continuation of business.
8. Replies and closure of discussion
8.1. The Chairman or, if he so requests, his assistant shall
answer any questions raised in a speech either
immediately or after all the speeches have been made.
Should several speeches cover the same material, a single
answer should suffice.
8.2. The Chairman shall be entitled not to reply to questions
unrelated to the Agenda and to questions concerning:
– information on Company relations with third parties
which cannot be disclosed or is not relevant;
– very detailed information which is of no interest to the
Meeting or which makes no useful contribution to voting
intentions.
8.3. At the end of all the speeches and replies, the Chairman
shall declare the discussion closed.
9. Voting and counting the votes
9.1. Depending on the circumstances, the Chairman shall be
entitled to call for a vote on each Agenda item once the
discussion of that item is completed or invite the Meeting
to vote on some items of the Agenda, or on the Agenda in
its entirety.
9.2. Anyone entitled to vote may explain the reasons for his or
her vote in the time strictly necessary.
9.3. Votes shall be cast openly, by show of hands or other
manner decided by the Chairman at the time of voting,
including the use of suitable technical instruments that
facilitate the counting process.
9.4. Should the outcome of a vote by show of hands not be
unanimous, depending on the circumstances the Chairman
shall be entitled to invite the abstainers and those not in
favor of the motion, if in the minority, or vice versa those in
favor if fewer than those opposed, to declare their voting
intentions or to make them known using the method or
instrument indicated.
9.5. In the case of lists or relative majority voting, only votes in
favor of a particular list or candidate shall be counted and
non-voters shall be deemed to have abstained. Each vote
holder shall be entitled to one vote representing the
totality of his voting shares, for one list, or one candidate
for each available seat.
9.6. The representatives of trust companies and those
delegated to vote for others shall be entitled to split their
votes in compliance with the instructions received from the
stockholders they are representing.
10. Declaration of the results and closure of the Meeting
10.1. At the end of the voting procedures the Chairman shall
ascertain the results and declare any motion carried that
has received the majority vote required by Law, the Articles
of Association or these Regulations.
10.2. Once all the items on the Agenda have been dealt with,
the Chairman shall declare the Meeting closed.
11. Annexes to the Minutes of the Meeting
11.1. The Chairman shall be entitled to supply the Notary or
Secretary with any documents read or described during
the Meeting for attachment to the Minutes as additional
information, provided that such documents are deemed to
be relevant to the matters discussed.