Chrysler 2005 Annual Report Download - page 119

118 Fiat Group Consolidated Financial Statements at D ecember 31, 2005 - N otes to the Consolidated Financial Statements
02 Fiat Group
If the savings shares are delisted, they are transformed into registered shares if originally bearer shares, and 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 is increased by 0.2 euros per share.
The reconciliation of the number of shares outstanding at December 31, 2004 and at December 31, 2005 is as follows:
At (Purchases)/ At
December Capital Sales of December
(number of shares in thousand) 31, 2004 increase treasury stock 31, 2005
O rdinary shares issued 800,417 291,829 – 1,092,246
Less:Treasury stock (4,384) – 52 (4,332)
O rdinary shares outstanding 796,033 291,829 52 1,087,914
Preference shares issued 103,292 – – 103,292
Less:Treasury stock ––– –
Preference shares outstanding 103,292 – – 103,292
Saving shares issued 79,913 – -– 79,913
Less:Treasury stock ––– –
Saving shares outstanding 79,913 – – 79,913
Total Shares issued by Fiat S.p.A. 983,622 291,829 – 1,275,451
Less:Treasury stock (4,384) – 52 (4,332)
Total Shares outstanding issued by Fiat S.p.A. 979,238 291,829 52 1,271,119
As described in N ote 9, the Mandatory Convertible Facility was extinguished by its conversion to capital stock through subscription by the
Lending Banks of an increase in capital stock for consideration, approved by the Board of D irectors on September 15, 2005; the operation
took place on September 20, 2005 (see N ote 28). Capital stock increased in this manner from 4,918,113,540 euros to 6,377,257,130 euros,
through the issue of 291,828,718 ordinary shares, each of par value of 5 euros, having the same characteristics as those currently in circulation,
including dividend rights from January 1, 2005, pursuant to article 2441, paragraph 7 of the Italian civil code, at a price of 10.28 euros, of which
5.28 euros represents share premium.The operation increased capital stock by 1,459 million euros, other reserves by 682 million euros, and
unusual financial income of 858 million euros, net of related costs.
The following matters have relevance with respect to the capital stock of Fiat S.p.A.:
Pursuant to resolutions approved by the Board of D irectors on December 10, 2001 and June 26, 2003, capital may be increased through
rights offerings for a maximum of 81,886,460 euros, with the issuance of a maximum of 16,377,292 ordinary shares at a par value of 5 euros
each on February 1, 2007, following the exercise of the residual “FIAT ordinary share warrants 2007”. Fiat reserved the right to pay the
warrant holders in cash, starting on January 2, 2007, in lieu of the shares to be issued (shares in exchange for warrants), for the difference
between the average of the official market price of Fiat ordinary shares in D ecember 2006 and the warrant exercise price, unless this
difference exceeds the maximum amount set and previously communicated by Fiat, in which case the holder of the warrants may opt to
subscribe to the shares in exchange for the warrants.
Pursuant to the resolution approved by the Extraordinary Stockholders’ Meeting on September 12, 2002, the Board of D irectors has the
right to increase the capital one or more times by September 11, 2007, up to a maximum of 8 billion euros.
The resolutions for the capital increases servicing the stock option plans (28 million euros) have been revoked, as the Board of D irectors
resolved on June 26, 2003 to use ordinary treasury stock to be purchased for this purpose.