Chrysler 2008 Annual Report Download - page 350

Motion for the purchase
and disposal of own shares
Agenda and related Reports and Motions 349
Dear Shareholders,
In the General Meeting on 31 March 2008, Shareholders
authorised the purchase of a maximum number of own shares
for all three classes, not to exceed in total the maximum legal
limit of 10% of share capital or an aggregate amount of €1.8
billion, including existing reserves for own shares of €596.6
million. Under that authorisation, a total of 5.73 million
ordinary shares were purchased, equal to 0.52% of share
capital, for a total invested amount of €61.2 million. These
purchases were made entirely in June 2008, following which
the programme was temporarily suspended.
In order to maintain the necessary operating flexibility over an
adequate time period and in consideration of the fact that the
current shareholder authorisation expires on 30 September
2009, we are proposing that you renew authorisation for the
purchase and disposal of own shares, including in both cases,
through Group subsidiaries, subject to the limits and
procedures provided under the applicable provisions of the
Italian Civil Code, the combined provisions of Article 132 of
Legislative Decree 58 of
24 February 1998 and Article 144-
bis of the Issuer Regulations,
and other applicable laws and regulations. We believe that this
authorisation provides the Company with a strategic
investment opportunity for all purposes permitted by law,
while providing for the necessary servicing of incentive plans.
We therefore propose that you revoke the previous resolution,
for the part not already utilised as of the date of the Annual
General Meeting, and authorise the purchase of own shares of
all three classes of shares (par value of €5 each) over a period
of eighteen months and for an amount which should not
exceed the maximum legal limit equal to 10% of share capital,
inclusive of the Fiat shares already owned by the Company and
its subsidiaries. As of 13 February 2009, Fiat S.p.A., which in
2008 sold 71,000 ordinary shares following exercise of stock
options, owns 38,568,458 ordinary shares, equal to 3.02% of
share capital, while no other Group company owns Fiat shares.
The maximum and minimum purchase price per share will be
directly related to the market price, namely, the reference price
reported on the Stock Exchange on the day before the
purchase. The maximum and minimum price is 10% more or
less than such reference, respectively.
Nevertheless, we intend to maintain reserves available for the
purchase of an aggregate maximum amount of €1.8 billion,
including existing reserves (€656.6 million at 13 February 2009)
for own shares.
The purchases will be made on one or more occasions on
regulated markets in accordance with the terms and
procedures set forth by Borsa Italiana consistent with the equal
treatment of shareholders. However, should the opportunity
arise, they could also be made through a tender offer, offer for
exchange, or other permissible procedure.
We are also requesting authorisation to dispose of own shares,
directly or through subsidiaries, on one or more occasions,
even if the total of approved purchases has not been made,
without time limits or restraints and using procedures that best
suit the interests of the Company, as permitted by law
(including the transfer of rights related to the shares, such as,
for example, stock lending). Own shares may also be used to
service the incentive plans granted to directors and executives
and for any additional plans that might be established by the
Board in the future and subsequently submitted for the
approval of Shareholders. In such event, the shares will be sold
at the prices set when the stock rights were granted.
13 February 2009
On behalf of the Board of Directors
/s/ LUCA CORDERO DI MONTEZEMOLO
Luca Cordero di Montezemolo
Chairman