Chrysler 2010 Annual Report Download - page 213

FIAT GROUP
CONSOLIDATED
FINANCIAL
STATEMENTS
AT 31 DECEMBER
2010
NOTES
212
Effects of the Demerger on the Share Capital of Fiat S.p.A.
As a consequence of the Demerger, on 1 January 2011, the share capital of Fiat S.p.A. was reduced by €1,913,178,892.5 to €4,464,084,082.5. This took
place through a reduction in par value, for all share classes, from €5.00 per share to €3.5 per share. The reduction in par value of Fiat S.p.A. shares arose
from the issue of shares in Fiat Industrial S.p.A. for no consideration (at a par value of €1.5 each), equivalent in number to the Fiat S.p.A. shares outstanding
in each class at the Demerger date. These newly issued shares were allotted to Fiat S.p.A. Shareholders, on the basis of one share for each share of the
same class in Fiat S.p.A. already held, and have identical rights and privileges to the corresponding class of Fiat S.p.A. shares.
As a result of the reduction in par value per share for all share classes pursuant to the Demerger, the distribution entitlement for each class of shares was
adjusted on a pro rata basis so that the current dividend entitlement attached to each class of shares remains unchanged as a percentage of par value.
Following 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 the reserve is equal to one-fifth of share capital;
to savings shares, a dividend of up to €0.217 per share;
further allocations to the legal reserve, allocations to the extraordinary reserve and/or to retained profit reserve as may be resolved by Shareholders;
to preference shares, a dividend of up to €0.217 per share;
to ordinary shares, a dividend of up to €0.1085 per share;
to savings shares and ordinary shares, in equal amounts, an additional dividend of up to €0.1085 per share;
to each ordinary, preference and savings share, in equal amounts, any remaining profit, which Shareholders may resolve to distribute.
When the dividend paid to savings shares in any year amounts to less than €0.217, the difference shall be added to the preferred dividend to which they
are entitled in the following two years.
In the event that savings shares are delisted, any bearer shares shall be converted into registered shares with entitlement to a dividend that is €0.1225, rather
than €0.1085, higher than the dividend paid on ordinary and preference shares.
In the event that the ordinary shares are delisted, holders of savings shares shall be entitled to a dividend that is €0.140 higher than the dividend paid on
ordinary and preference shares.
In the event of a winding-up, the Company’s assets shall be distributed in the following order of priority: repayment of savings shares up to their par value,
repayment of preference shares up to their par value, repayment of ordinary shares up to their par value; any balance remaining, in an equal pro rata amount
to shares of all three classes.
Policies and processes for managing capital
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 in a general meeting by shareholders who may delegate powers to the Board of Directors
to increase share capital up to a predetermined amount for a maximum period of five years; 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 at least one third. If as the consequence of a loss of more than one third of capital this then falls 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 the bylaws of Fiat S.p.A.;
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;