Chrysler 2010 Annual Report Download - page 215

FIAT GROUP
CONSOLIDATED
FINANCIAL
STATEMENTS
AT 31 DECEMBER
2010
NOTES
214
The following table provides a reconciliation between the number of shares outstanding at 31 December 2008 and the number outstanding at
31 December 2010:
(Purchases)/ (Purchases)/
At 31 Sales of At 31 Sales of At 31
December Capital treasury December Capital treasury December
(numero di azioni in migliaia) 2008 increase shares 2009 increase shares 2010
Ordinary shares issued 1,092,247 - - 1,092,247 - - 1,092,247
Less: Treasury shares (38,568) - - (38,568) - - (38,568)
Ordinary shares outstanding 1,053,679 - - 1,053,679 - - 1,053,679
Preference shares issued 103,292 - - 103,292 - - 103,292
Less: Treasury shares - - - - - - -
Preference shares outstanding 103,292 - - 103,292 - - 103,292
Savings shares issued 79,913 - - 79,913 - - 79,913
Less: Treasury shares - - - - - - -
Savings shares outstanding 79,913 - - 79,913 - - 79,913
Total Shares issued by Fiat S.p.A. 1,275,452 - - 1,275,452 - - 1,275,452
Less: Treasury shares (38,568) - - (38,568) - - (38,568)
Total Fiat S.p.A. outstanding shares 1,236,884 - - 1,236,884 - - 1,236,884
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 2009).
These Treasury shares were purchased under an original authorisation for the purchase and disposal of treasury shares (the “Programme”) renewed by
Shareholders in general meeting on 27 March 2009 and already granted by the general meeting on 31 March 2008. The authorisation provided 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 already restricted reserves of €656.6 million.
In order amongst other things to maintain the necessary operating flexibility over an adequate time period and given that their authorisation expired on
27 September 2010, on 26 March 2010 Shareholders in general meeting extended the term permitted for the purchase and disposal of treasury shares,
including transactions carried out through subsidiary companies, by a further 18 months period, at the same time revoking the authorisation given by them
in the general meeting of 27 March 2009 to the extent not exercised at that date. The authorisation provided 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 the extraordinary general meeting held on 16 September 2010, in consideration of the reduction in the par value of Fiat S.p.A. shares from €5 to €3.5 per
share, Shareholders approved a reduction in the authorisation for the purchase of treasury shares to a maximum value of €1.2 billion. The condition that the
total number of shares, in all three classes, may not exceed 10% of share capital and all other provisions approved by Shareholders on 26 March 2010 shall
continue to apply.
Reaffirming that 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 26 September 2011 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 the legally established percentage of share capital, or €1.2 billion including the existing reserve for treasury shares, that after the
effects arising from the Demerger described below amounts to €289 million. Should the proposal be approved, the Company would, however, have no
obligation to buyback shares.
At 18 February 2011, 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.