Chrysler 2010 Annual Report Download - page 392

391
MOTION FOR THE
PURCHASE AND DISPOSAL
OF OWN SHARES
Dear Shareholders,
At the General Meeting of 26 March 2010, Shareholders renewed the authorization of 27 March 2009 for the purchase of
a maximum number of own shares for all three classes not to exceed 10% of share capital or an aggregate amount of
e1.8 billion, including existing reserves for own shares of e656.6 million. In consideration of the reduction in the par value of
shares following the demerger of activities to Fiat Industrial S.p.A., on 16 September 2010, Shareholders approved a reduction
in the authorization for the purchase of own shares to a maximum value of e1.2 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.
No shares were repurchased under that authorization. The most recent purchases were in June 2008 and totaled 5.73 million
ordinary shares (or 0.52% of share capital) for an invested amount of e61.2 million. Following that, the program was suspended.
As a result of the Demerger, on 1 January 2011 Fiat S.p.A. was allotted 38,568,458 ordinary shares in Fiat Industrial S.p.A.,
corresponding to the number of own shares held. The portion of the reserve for own shares attributable to Fiat Industrial S.p.A.
shares, totaling approximately e368 million, has been reclassified as an asset with initial measurement at fair value. As a
consequence, the reserve for own shares was reduced by approximately e368 million with an equivalent increase in the retained
profit reserve. Following these adjustments, which will have no impact on 2011 profit or loss, the reserve for own shares totaled
e289 million.
In order to maintain the necessary operating flexibility over an adequate time period and in consideration of the fact that
the current shareholder authorization expires on 26 September 2011, we are proposing that you renew authorization for
the purchase and disposal of own shares including in both cases through Group subsidiaries, subject to the limits and in
accordance with the procedures provided in the Italian Civil Code, the combined provisions of Article 132 of Legislative Decree
58 of 24 February 1998 and Article 144-bis of the Issuer Regulations, and other applicable laws and regulations.
We believe that this authorization provides the Company with a strategic opportunity for investment for all purposes permitted
by law, including the servicing of incentive plans.
We therefore propose that you revoke the previous resolution of 26 March 2010 and subsequent amendments, for the part not
already utilized as at the date of the Annual General Meeting, and authorize the purchase of own shares for all three classes (par
value of e3.50 each) for a period of eighteen months and for an amount not to exceed the legally established percentage of
share capital, inclusive of the Fiat shares already held by the Company and its subsidiaries. As at 18 February 2011, Fiat S.p.A.
owned 38,568,458 ordinary shares, equal to 3.02% of share capital. No other Group company owned Fiat shares.
The maximum and minimum purchase price per share shall be directly related to the market price – specifically, the reference
price reported by the Stock Exchange on the day prior to the purchase. The maximum and minimum price may not be more
than 10% higher or lower, respectively, than the reference price.