Chrysler 2010 Annual Report Download - page 337

FIAT S.P.A.
STATUTORY
FINANCIAL
STATEMENTS AT
31 DECEMBER
2010
NOTES
336
Following is a reconciliation between the number of shares outstanding at 31 December 2008 and at 31 December 2010:
(Purchases)/ (Purchases)/
31 December Capital sales of 31 December Capital sales of 31 December
(shares in thousands) 2008 increase own shares 2009 increase own shares 2010
Ordinary shares issued 1,092,247 - - 1,092,247 - - 1,092,247
Less: Own 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: Own shares - - - - - - -
Preference shares outstanding 103,292 - - 103,292 - - 103,292
Savings shares issued 79,913 - - 79,913 - - 79,913
Less: Own 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: Own shares (38,568) - - (38,568) - - (38,568)
Total Fiat S.p.A. shares outstanding 1,236,884 - - 1,236,884 - - 1,236,884
Italian regulations regarding the share capital and reserves of a joint stock corporation establish the following:
The minimum permitted share capital is €120,000.
Any change in the amount of share capital must be approved by shareholders in general meeting who may delegate powers to the Board of Directors,
having validity for a maximum period of five years, to increase share capital up to a predetermined amount; shareholders are also required to take
appropriate measures when share capital decreases by more than one-third as the result of recognized losses and to reduce share capital if, by the end
of the following financial year, such losses have not been reduced to less than one-third. If as the consequence of a loss of more than one third of capital
this then drops 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.
The right of each class of shares to participate in the distribution of profit is set out in the by-laws.
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.
A company may not purchase own shares for an amount exceeding the value of distributable profits and available reserves reported in its most recently
approved financial statements. Any purchase must be approved by shareholders in general meeting and in no case may the nominal value of the shares
acquired exceed one-fifth of share capital.
With reference to share capital, on 3 November 2006 the Board of Directors of Fiat S.p.A. exercised its delegated powers under Article 2443 of the Italian
Civil Code to institute a capital increase reserved for employees of the company and/or its subsidiaries up to a maximum of 1% of share capital, i.e. €50
million by issuance of a maximum of 10 million ordinary shares each of nominal value €5, corresponding to 0.78% of share capital and 0.92% of ordinary
share capital, at a price of €13.37 each, to service the employee stock option plan described in the following paragraph. Execution of the capital increase
is dependent on the conditions of the plan being satisfied.
During 2010, Fiat reconfirmed the policy under which it intends to distribute 25% of consolidated net profit calculated on a 3-year rolling basis, with a
minimum annual payout of €150 million. With the Demerger completed, on 27 January 2011, Fiat confirmed that for the 2011 financial year, a year of