Chrysler 2011 Annual Report Download - page 300

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Fiat S.p.A. - Statutory
Financial Statements
at 31 December 2011
Each ordinary share confers the right to vote, without restrictions. 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.
Following a reduction in par value for all three share classes (from €5.00 to €3.50 per share) resulting from the Demerger, there was a corresponding
pro rata adjustment in the distribution entitlement. Effective from the date following approval of the allocation of 2010 profit, the allocation of net profit for
Fiat S.p.A. is 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 €0.217 per share
further allocations to the legal reserve, allocations to the extraordinary reserve and/or to retained profit reserve as may be approved by Shareholders
to preference shares, a dividend of up to €0.217 per share
to ordinary shares, a dividend of up to €0.1085 per share
to savings shares and ordinary shares, an additional dividend, in equal amounts, up to €0.1085 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 €0.217, 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 be entitled to a dividend that is
€0.1225, rather than €0.1085, higher per share than the dividend paid on ordinary and preference shares.
In the event that the ordinary shares are delisted, holders of savings shares shall be entitled to a dividend that is €0.140 higher than the dividend paid on
ordinary and preference shares.
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, is distributable in equal
pro rata amounts to shares of all three classes.
On 27 October 2011, 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. 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 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 favor (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
will increase from €3.50 to €3.55. If savings shares only are converted, par value per ordinary and preference share will increase from €3.50 to €3.53.