Chrysler 2009 Annual Report Download - page 362

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Dear Shareholders,
At the General Meeting held on 27 March 2009, Shareholders renewed the authorisation, previously given on 31 March 2008,
for the purchase of a maximum number of own shares for all three classes not to exceed in total the limit of 10% of share
capital or an aggregate amount of e1.8 billion, including existing reserves for own shares of e656.6 million. No shares were
repurchased under that authorisation. The most recent purchases were made in June 2008 and totalled 5.73 million ordinary
shares, equivalent to 0.52% of share capital, for an invested amount of e61.2 million. Following this, the programme was
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 27 September 2010, 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 set by
Shareholders at the previous General Meeting and in accordance with the 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 opportunity for investment for all purposes permitted
by law, including the 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 for all three classes (par value of e5 each) over a period of eighteen
months and for an amount not to exceed the maximum limit of 10% of share capital, inclusive of the Fiat shares already held by
the Company and its subsidiaries. As at 16 February 2010, Fiat S.p.A. owned 38,568,458 ordinary shares, equal to 3.02% of
share capital. No other Group company owned Fiat shares.
The maximum and minimum purchase price per share shall be directly related to the market price - specifically, the reference
price reported on the Stock Exchange on the day prior to the purchase. The maximum and minimum price may not be more
than 10% higher or lower, respectively, than the reference price.
Nevertheless, the Company intends to maintain reserves available for the purchase of a maximum aggregate amount of e1.8
billion, including existing reserves (e656.6 million at 16 February 2010) for own shares.
MOTION FOR THE
PURCHASE AND DISPOSAL
OF OWN SHARES