Chrysler 2009 Annual Report Download - page 191

190 FIAT GROUP
CONSOLIDATED
FINANCIAL
STATEMENTS
AT 31 DECEMBER
2009
NOTES
When the dividend paid to savings shares in any year amounts to less than฀€0.31, the difference shall be added to the preferred dividend to which they are
entitled in the following two years.
In the event that the savings shares are delisted, any bearer shares shall be converted into registered shares and shall have the right to a higher dividend
increased by฀€0.175, rather than฀€0.155, with respect to the dividend received by the ordinary and preference shares.
In the event that the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and
preference shares shall be increased by฀€0.2 per share.
In the event of winding-up, the Company’s assets shall be distributed in order of priority to saving shares up to their par value, to the preference shares up
to their par value, to the ordinary shares up to their par value; the remaining balance, if any, to shares of all three classes in an equal pro rata amount.
The following table provides reconciliation between the number of shares outstanding at 31 December 2007 and those outstanding at 31 December
2009:
(Purchases)/ (Purchases)/
At 31 Sales of At 31 Sales of At 31
December Capital treasury December increase treasury December
(number of shares in thousand) 2007 increase shares 2008 Capital shares 2009
Ordinary shares issued 1,092,247 - - 1,092,247 - - 1,092,247
Less: Treasury shares (21,851) - (16,717) (38,568) - - (38,568)
Ordinary shares outstanding 1,070,396 - (16,717) 1,053,679 - - 1,053,679
Preference shares issued 103,292 - - 103,292 - - 103,292
Less: Treasury shares - - - - - - -
Preference shares outstanding 103,292 - - 103,292 - - 103,292
Saving shares issued 79,913 - - 79,913 - - 79,913
Less: Treasury shares - - - - - - -
Saving shares outstanding 79,913 - - 79,913 - - 79,913
Total Shares issued by Fiat S.p.A. 1,275,452 - - 1,275,452 - - 1,275,452
Less: Treasury shares (21,851) - (16,717) (38,568) - - (38,568)
Total Fiat S.p.A. outstanding shares 1,253,601 - (16,717) 1,236,884 - - 1,236,884
Treasury share sales and buybacks in 2008 are discussed under Treasury shares below.
Italian laws and regulations regarding the share capital and reserves of a joint stock corporation establish the following:
the minimum share capital is฀€120,000;
any change in the amount of share capital must be approved by shareholders in a General Meeting who may delegate powers to the Board of Directors,
having validity for a maximum period of five years, to increase share capital up to a predetermined amount; the General Meeting of shareholders is also
required to adopt suitable measures when share capital decreases by more than one third as the result of ascertained losses and to reduce share capital
if by the end of the following year if such losses have not fallen by more than one third. If as the consequence of a loss of more than one third of capital
this then drops below the legal minimum, shareholders in General Meeting are required to approve a decrease and simultaneous increase of capital to an
amount not less than this minimum or must change a company’s legal form;
as discussed previously the share in profits due to each class of share is determined by a company’s bylaws;
an additional paid-in capital reserve is established if a company issues shares at a price exceeding their nominal value. This reserve may not be distributed
until the legal reserve has reached one fifth of share capital.