Chrysler 2009 Annual Report Download - page 193

192 FIAT GROUP
CONSOLIDATED
FINANCIAL
STATEMENTS
AT 31 DECEMBER
2009
NOTES
Treasury Shares
Treasury shares consist of 38,568,458 Fiat S.p.A. ordinary shares for an amount of฀€656.6 million (unchanged compared to 31 December 2008).
These Treasury shares were purchased under an original share buy-back programme (the “Programme”) approved by shareholders in General Meeting on
31 March 2008 which provided for the purchase of treasury shares on regulated markets in accordance with the following conditions:
the Programme was to end on 30 September 2009, or once the maximum purchase value of฀€1.8 billion (including the Fiat shares already held by the
Company) or a number of shares equivalent to 10% of share capital was reached;
the maximum purchase price could not exceed the stock market reference price on the day before the purchase by more than 10%;
the maximum number of shares purchased on any one day could not exceed 20% of the total daily trading volume for each share class.
In order to maintain the necessary operating flexibility over an adequate time period, shareholders in General Meeting on 27 March 2009 renewed their
authorisation for the purchase and disposal of treasury shares, including transactions carried out through subsidiary companies, at the same time revoking
the authorisation given by them in the General Meeting of 31 March 2008 to the extent not exercised at that date. The new authorisation is for the purchase
of a maximum number of shares, for all three classes combined, not to exceed 10% of share capital or a purchase value of฀€1.8 billion, inclusive of the฀
€656.6 million in Fiat shares already held by the company.
At 16 February 2010, the total number of ordinary shares purchased since the beginning of the programme was 37.27 million, for a total invested amount
of฀€665 million. Although the share buy-back programme has been placed on hold, the Board of Directors in consideration of the fact that the current
authorisation expires on 27 September 2010 and to maintain the necessary operating flexibility for an adequate period, has decided to propose to
shareholders at the Annual General Meeting that the authorisation for the purchase be renewed for a period of 18 months and for a maximum amount of
shares for the three classes not to exceed 10% of share capital or฀€ 1.8 billion including the฀€656.6 million in Fiat shares currently held by the Company.
Should the proposal be approved, the Company would, however, have no obligation to buyback shares.
In 2008, Treasury share sales of 71,000 ordinary shares (at a total price of฀€1 million) were made on the exercise of stock options. Purchases of 16.788 million
ordinary shares (at a total price of฀€239 million) were made under the above-mentioned Programme.
Capital reserve
At 31 December 2009, the Capital reserve, amounting to฀€682 million, refers to the Additional paid-in capital, consisting of part of the share premium paid
by the subscribers of the capital increase made after the extinguishment of the Mandatory Convertible Facility on 20 September 2005; the remaining share
premium of฀€859 million arising from this is into Earning reserves.
Earning reserves
The principal earning reserves are as follows:
The legal reserve of Fiat S.p.A. of฀€700 million at 31 December 2009 (€640 million at 31 December 2008);
Retained earnings totalling฀€3,847 million at 31 December 2009 (retained earnings totalling฀€2,313 million at 31 December 2008);
The Loss attributable to owners of the parent of฀€838 million at 31 December 2009 (Profit of฀€1,612 million for the at 31 December 2008);
The share based payments reserve of฀€95 million at 31 December 2009 (€96 million at 31 December 2008).
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