Chrysler 2010 Annual Report Download - page 386

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The Statutory Auditors took note of the approval for the listing of Fiat Industrial’s shares issued by Borsa Italiana and receipt of
the decision of equivalence from Consob and the positive conclusion, therefore, of the demerger of activities from Fiat S.p.A.
and listing of Fiat Industrial S.p.A.
Complaints under Article 2408 of the Civil Code
It is necessary to refer back to the minutes of the General Meetings of 26 March 2010 and 16 September 2010, the full text
of which will not be replicated herein for the sake of brevity.
On 24 March 2010, the shareholder Mr. Bava presented a complaint under Article 2408 of the Civil Code, which the Board
of Statutory Auditors received on 25 March, for acts which he considered improper related to:
the alleged ambiguity and contradiction in the press release issued by Fiat on March 24th in relation to comments appearing in
the daily newspaper La Repubblica regarding a supposed spin-off of the auto business and plan for employee redundancies.
That statement was alleged to be ambiguous and contradictory in that it concluded with the affirmation that any speculative
comments which may have appeared in the press were premature and not based on fact and, in the opinion of Mr. Bava,
such comments could be either premature or not based on fact but not both;
an alleged violation of the principle of prudence due to the dividend proposal submitted for the approval of Shareholders at
the meeting of 26 March 2010. In particular, the dividend would be funded through dividends received from the subsidiaries
Fiat Group Automobiles and Iveco, which resulted in a write-down of €760 million on those investments.
These assertions were accompanied by references to certain extracts from the 2009 financial statements and, in particular,
the section relating to the main risks and uncertainties to which Fiat S.p.A. and the Group are exposed.
During the general meeting of 26 March 2010, Bava remarked that, “liquidity had increased disproportionately and wanted to
understand the reasoning as lately the Company was paying interest at rates of between 6.87% and 9%, compared to a return
on capital of 2%;
he stated that all that liquidity has a cost, that it is not possible to not take the net financial position into account and that
amounts receivable from financing activities, which are trade receivables, cannot be included;
he made a formal demand under Article 2408 of the Civil Code to provoke reflection on his assertions and gave notice that he
would also draw the matter to the attention of the competent body for it to be monitored.”
During the general meeting of 16 September 2010, the Statutory Auditors informed shareholders that Mr. Bava and Mr. Zola
(also a shareholder) had both brought complaints on 14 September 2010 under Article 2408 of the Civil Code for acts they
considered improper.
Specifically:
Mr. Bava considered it improper that his request for the email address of the Chairman of Fiat S.p.A., to whom he wished to
send his questions for today’s meeting, was refused;
Mr. Zola considered the fact that the notice of the general meeting did not include information details such as the date and
signature and also that it only had one item on the agenda, to be “peculiar, unusual and unlawful”, such that it constituted
improper conduct.
He also believed that the general meeting should have provided for different times of entry for the holders of ordinary and
preference shares in order to prevent the holders of different classes of shares from being obliged to attend parts of the
meeting in which they were not allowed to speak or vote.