Chrysler 2011 Annual Report Download - page 193

Consolidated
Financial
Statements
at 31 December
2011
Notes
192
The following table provides reconciliation between the number of shares outstanding at 31 December 2009 and the number outstanding at 31 December
2011:
(number of shares in thousands)
At 31
December
2009
Capital
increase
(Purchases)/
Sales of
treasury
shares
At 31
December
2010
Capital
increase
(Purchases)/
Sales of
treasury
shares
At 31
December
2011
Ordinary shares issued 1,092,247 - - 1,092,247 434 - 1,092,681
Less: Ordinary treasury shares (38,568) - - (38,568) - - (38,568)
Ordinary shares outstanding 1,053,679 - - 1,053,679 434 - 1,054,113
Preference shares issued 103,292 - - 103,292 - - 103,292
Savings shares issued 79,913 - - 79,913 - - 79,913
Total Shares issued by Fiat S.p.A. 1,275,452 - - 1,275,452 434 - 1,275,886
Less: Treasury shares (38,568) - - (38,568) - - (38,568)
Total Fiat S.p.A. outstanding shares 1,236,884 - - 1,236,884 434 - 1,237,318
During 2011, the number of shares issued by Fiat S.p.A. increased by 433,125 and share capital increased by €2 million as certain managers exercised
the options granted to them under the November 2006 stock option plan.
On 22 February 2012, the Board of Directors of Fiat S.p.A. voted to submit a proposal to Shareholders (in the extraordinary session of the General Meeting
called for 4 April 2012) for the conversion of the Company’s preference and savings shares into Fiat S.p.A. ordinary shares at a ratio of 0.850 ordinary
shares per preference share and 0.875 ordinary shares per savings share, thus confirming it resolution adopted on 27 October 2011. Preference shares
and savings shares would retain all rights with respect to allocation of 2011 profit. The ordinary shares resulting from the conversions would be eligible for
dividends from January 2012. The proposals will also be submitted to holders of preference and savings for approval at the respective special meetings on
April 2nd (first call) or April 6th (second call). If each of the proposed conversions is approved by Shareholders in the extraordinary session of the General
Meeting and the respective Special Meetings, any holders of preference and savings shares not voting in favour (i.e., absent, abstaining or dissenting) will
have the right to redeem their shares for a period of fifteen days from the date the resolutions are filed with the Companies Register. The redemption amount
payable will be €3.317 per preference share and €3.458 per savings share. As established by law, those values correspond to the average closing price
recorded by Borsa Italiana for the 6 months prior to publication of the notice calling the meetings. Conversion of each class of shares, or even of one share
class independently from the other, will only take place if the amount payable by the Company as a result of shareholders exercising their right of withdrawal
does not exceed a maximum of €56 million for preference shares and a maximum of €44 million for savings shares. In any event, the total amount payable
by the Company as a result of shareholders exercising their right of withdrawal may not exceed €100 million.
Should conversion of one or both classes of shares be approved, the par value of the Company’s ordinary shares will increase. The new par value will be
determined by dividing total share capital by the number of shares in issue post conversion, rounded up to the nearest cent. The resulting increase will be
covered through utilization of the share premium reserve up to a maximum amount of €10.9 million. If conversion is approved for both classes of special
shares, par value per ordinary share will increase from €3.50 to €3.58. If preference shares only are converted, par value per ordinary and savings share
would increase from €3.50 to €3.55. If savings shares only are converted, par value per ordinary and preference share would increase from €3.50 to
€3.53.