Chrysler 2010 Annual Report Download - page 212

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Share capital
The fully paid share capital of Fiat S.p.A. is as follows:
(number of shares) At 31 December 2010 At 31 December 2009
Ordinary shares 1,092,247,485 1,092,247,485
Preference shares 103,292,310 103,292,310
Savings shares 79,912,800 79,912,800
Total shares issued 1,275,452,595 1,275,452,595
There follows a description of the composition of the share capital of Fiat S.p.A. up to 31 December 2010 (i.e. immediately prior to the effective date of
the Demerger). There were changes in the composition of share capital resulting from the Demerger, as described in the section below, Impacts of the
Demerger on the Share Capital of Fiat S.p.A.
Until 31 December 2010, all outstanding shares had a par value of €5.00 each, with rights and privileges varying by share class.
However, each share (even after the Demerger) confers the right to share pro rata in any earnings allocated for distribution and any surplus assets remaining
upon a winding-up, subject to the right of priority of preference and savings shares as described below.
Each ordinary share confers the right to vote without any restrictions. Each preference share confers the right to vote only on matters which are reserved for
extraordinary meetings of shareholders and on resolutions concerning procedures for general meetings. No voting rights are attached to savings shares.
Until shareholder approval of the allocation of 2010 profit, the allocation of annual profit for Fiat S.p.A. will be as follows:
to the legal reserve, 5% of net profit until the amount of such reserve is equivalent to one fifth of share capital;
to savings shares, a dividend of up to €0.31 per share;
further allocations to the legal reserve and allocations to the extraordinary reserve and/or retained earnings as may be resolved by shareholders;
to preference shares, a dividend of up to €0.31 per share;
to ordinary shares, a dividend of up to €0.155 per share;
to savings shares and ordinary shares, in equal amounts, an additional dividend of up to €0.155 per share;
to each ordinary, preference and savings share, in equal amounts, any remaining net profit, which shareholders may resolve to distribute.
When the dividend paid to savings shares in any year amounts to less than €0.31, the difference must 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 must be converted into registered shares and have the right to a dividend increased by
€0.175, rather than €0.155, compared to the dividend received by ordinary and preference shares.
In the event that the ordinary shares are delisted, the higher dividend to which the savings shares are entitled compared to the dividend received by ordinary
and preference shares is increased to €0.2 per share.
In the event of winding-up, the Company’s assets are allocated in order of priority to savings shares up to their par value, to preference shares up to their
par value and to ordinary shares up to their par value; the remaining balance, if any, is allocated to shares of all three classes in an equal amount.