Chrysler 2009 Annual Report Download - page 313

FIAT S.P.A.
STATUTORY
FINANCIAL
STATEMENTS AT
31 DECEMBER
2009
NOTES
312
Capital includes both the value brought to a company by its shareholders (share capital, additional paid-in capital reserve less treasury shares, for a total
value of €7,261,595 thousand at 31 December 2008 and 2009), and the value generated by Fiat S.p.A. in terms of the results achieved (retained profit
and other reserves, before allocation of profit for the year, equal in total to €5,222,812 thousand at 31 December 2009 and €4,908,780 thousand at 31
December 2008, excluding gains and losses recognised directly in equity).
Additional paid-in capital
At 31 December 2009, this reserve totalled €1,540,885 thousand and was unchanged from 31 December 2008.
Legal reserve
At 31 December 2009, this reserve totalled €699,460 thousand, an increase of €59,957 thousand over 31 December 2008 following allocation of profits
from the previous year as approved by Shareholders on 27 March 2009.
Reserve available for the purchase of treasury shares
This reserve was created through a transfer from the retained profit/(loss) reserve, following Shareholders approval for share repurchases. In particular,
the share buy-backs were made under a programme (the “Programme”) approved by Shareholders at the General Meeting held on 5 April 2007 and
subsequently renewed on 31 March 2008. Under the Programme, purchases were to be carried out on regulated markets in accordance with the following
conditions:
the Programme would end on 30 September 2009 or, in any event, once the maximum amount of €1.8 billion (including Fiat S.p.A. 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 reference price reported by the Stock Exchange on the day before the purchase is made by more
than 10%;
for each share class, the maximum number of shares purchased daily could not exceed 20% of the total daily trading volume.
In order to maintain the necessary operating flexibility over an adequate time period, Shareholders in the General Meeting of 27 March 2009 renewed their
authorisation for the purchase and disposal of own shares, including transactions carried out through subsidiary companies, at the same time revoking their
authorisation given in the General Meeting of 31 March 2008 to the extent not exercised. 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 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 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.
The reserve available for the purchase of treasury shares totalled €1,142,740 thousand at 31 December 2009, unchanged from 31 December 2008.
In particular, as previously mentioned, a resolution passed by Shareholders on 27 March 2009 revoked the existing authorisation for share buy-backs to
the extent not already exercised, equivalent to €1,142,740 thousand, and, contemporaneously, renewed the authorisation to make share buy-backs for a
maximum of €1.8 billion which, in consideration of the reserves already utilised for share buy-backs at that date (i.e., 38,568,458 shares having a carrying
value of €656,553 thousand), resulted in the reserve available totalling €1,142,740 thousand, unchanged over the previous year as no purchases were
made following the resolution.
Reserve for treasury shares in portfolio
This reserve amounted to €656,553 thousand at 31 December 2009, unchanged from 31 December 2008.
This reserve is subject to certain restrictions imposed by law (Article 2357-ter of the Civil Code). Changes in the reserve represent increases - through
transfers from the reserve available for the purchase of treasury shares - for own shares purchased and decreases for own shares sold.