Chrysler 2007 Annual Report Download - page 335

Items on the Agenda and Related Reports and Motions334
Stockholders,
The Stockholders Meeting of April 5, 2007 authorised
the purchase of a maximum number of own shares of the
three classes such as not to exceed in total the maximum legal
limit of 10% of the capital stock and/or an aggregate amount
of 1.4 billion euros. Within the framework of said authorisation,
a total of 31.54 million shares were purchased, equal to 2.47%
of the capital stock, for a total invested amount of 603.4 million
euros and an average purchase price of 19.13 euros per share.
We propose that you renew this authorisation for the purchase
of own shares and their disposal, either directly or through
Group subsidiaries, subject to the limits and procedures
provided for by the applicable provisions of the Italian Civil
Code, the combined provisions of Article 132 of Legislative
Decree no. 58 of February 24, 1998 and Article 144 bis of the
Issuers Regulation, and other applicable laws and regulations.
We believe that this authorisation provides the Company with
a strategic investment opportunity for all the purposes
permitted by law, while allowing us to hold sufficient shares
to service our equity incentive plans.
We therefore propose that you revoke the previous resolution,
for the part that has not as of today been executed, and
authorise the purchase of own shares of all three classes of
stock (nominal unit value of 5 euros) over a period of eighteen
months and for an amount which should not exceed the
maximum legal limit equal to 10% of the capital stock, inclusive
of the Fiat shares already owned by the Company and those
owned by its subsidiaries. As of February 15, 2008 Fiat S.p.A.,
which in 2007 sold 2.4 million ordinary shares following
exercise of stock options, owns 32,906,458 ordinary shares,
equal to 2.58% of the capital stock, while other Group
companies do not own Fiat shares.
The maximum and minimum purchase price per share will be
directly related to the market quotations and namely to the
reference price posted on the Stock Exchange on the day
before the intended purchase. The maximum and minimum
Proposal for the Purchase and Disposal
of Own Shares
prices may not be 10% more or less than such reference,
respectively.
The maximum amount of such purchases shall not exceed
1.8 billion euros including previously restricted reserves
(596.6 million euros at February 15, 2008 for already purchased
stock) and we intend to maintain reserves available for such
purchases.
The purchases will be made in one or more instances
on regulated markets in accordance with the terms
and procedures set forth by Borsa Italiana, consistently
with the equal treatment of stockholders. However,
should the opportunity arise, they might also be made
through a tender offer, offer for exchange, or other
allowed procedures.
We also request authorisation to dispose of the own shares
on one or more occasions, even before all purchases have
been made, without time limits or restraints and on the basis
of procedures that best suit the interest of the Company and
as allowed by applicable laws. The own shares may also be
used to service the stock options plans previously granted
to directors and executives and for any additional incentive
plans that might be resolved by the Board in the future
and consequently submitted for approval to the ordinary
stockholders meeting. In such event, the shares will be sold
at the prices set when the stock options are granted.
February 15, 2008
On behalf of the Board of Directors
/s/ LUCA CORDERO DI MONTEZEMOLO
Luca Cordero di Montezemolo
Chairman