Chrysler 2010 Annual Report Download - page 336

335
Share capital
Share capital totaled €6,377,263 thousand (fully paid) at 31 December 2010 and consisted of the following:
(no. of shares) 31 December 2010 31 December 2009
Shares issued and fully paid-up
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
Following is a description of the composition of Fiat S.p.A.’s share capital 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 Effects of the Demerger on
Share Capital and Reserves, which follows.
Until 31 December 2010, all shares had a par value of €5.00 each, with rights and privileges varying by share class.
However, each share 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 described below.
Each ordinary share confers the right to vote without any restrictions whatsoever. Each preference share confers the right to vote only on matters which
are reserved for an Extraordinary Meeting of Shareholders and on resolutions concerning Procedures for General Meetings. No voting rights are attached
to savings shares.
Prior to 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 the reserve is equal to one-fifth of share capital;
to savings shares, a dividend of up to €0.31 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 €0.31 per share;
to savings shares and ordinary shares, an additional dividend, in equal amounts, up to €0.155 per share; and,
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 €0.31, the difference shall 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 shall be converted into registered shares and shall have the right to a higher dividend
increased by €0.175, rather than €0.155, with respect to the dividend received by the ordinary and preference shares.
In the event that the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and
preference shares shall be increased by €0.200 per share.
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.