Chrysler 2011 Annual Report Download - page 302

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Fiat S.p.A. - Statutory
Financial Statements
at 31 December 2011
Share premium reserve
At 31 December 2011, this reserve totaled €1,082,245 thousand, representing a net decrease of €458,640 thousand over 31 December 2010, attributable to:
a reduction of €462,266 thousand relating to the Demerger
an increase of €3,626 thousand, reflecting the premium for the new 433,125 ordinary shares issued following the exercise of 433,125 options under the
November 2006 stock option plan for managers
Legal reserve
At 31 December 2011, this reserve totaled €523,619 thousand, representing a net decrease of €192,839 thousand over 31 December 2010, attributable to:
a reduction of €214,937 thousand relating to the Demerger
an increase of €22,098 thousand following allocation of profit for the previous year, as approved by Shareholders at the General Meeting of
30 March 2011
Reserve available for the purchase of own shares
This reserve was created through a transfer from the retained profit reserve, following Shareholder approval for share repurchases.
On 31 December 2011, the reserve available for the purchase of own shares totaled €911,117 thousand, increasing €367,670 thousand over 31 December
2010 through transfer of an equivalent amount from retained profit following adoption of a resolution by Shareholders on 30 March 2011 which, as described
below, revoked the existing share repurchase authorization, to the extent not already exercised, and renewed authorization for the purchase of own shares
up to a maximum of €1.2 billion, including existing reserves for own shares of €289 million.
Share purchases were made under a program (the “Program”), initially approved by Shareholders on 5 April 2007 and subsequently renewed on 31 March
2008 and 27 March 2009, which authorized the purchase of a maximum number of shares, for all three classes, not to exceed 10% of share capital or a
total value of €1.8 billion, inclusive of existing reserves for own shares (totaling €657 million). To ensure the necessary operating flexibility over an adequate
time period, and in consideration of the fact that the existing authorization expired on 27 September 2010, at the General Meeting on 26 March 2010
Shareholders renewed the authorization for the purchase and disposal of own shares, including through subsidiary companies, for a period of 18 months
at the same time revoking the authorization given on 27 March 2009 to the extent not exercised. The renewed authorization was for the purchase of a
maximum number of shares, for all three classes combined, not to exceed 10% of share capital or a total value of €1.8 billion, inclusive of the €657 million
in Fiat shares already held.
On 16 September 2010 – in view of the proposed reduction in par value from €5.00 to €3.50 per share resulting from the Demerger – Shareholders
approved a reduction in the authorization for the purchase of own shares to a maximum value of €1.2 billion. The conditions approved by Shareholders on
26 March 2010 remained unchanged, including the limit of 10% of share capital for all three classes, and with authorization effective until 26 September
2011. Although the Program remained on hold, in consideration of the forthcoming expiry and to ensure the necessary operating flexibility for an adequate
period, on 30 March 2011 Shareholders voted to approve renewal of the authorization for a period of 18 months and for a maximum number of shares (for
all three classes) not to exceed the percentage established by law up to a total value of €1.2 billion, including the reserve for own shares of €289 million
(after adjustments related to the demerger).
Finally, on 22 February 2012, the Board of Directors voted to submit a proposal to Shareholders to renew, for a period of 18 months, the authorization to
purchase a maximum number of shares in all three classes not to exceed the legally-established percentage of share capital or an aggregate amount of
€1.2 billion, inclusive of the existing reserve for own shares of €259 million. The authorization is intended to ensure coverage of incentive plans based on
Fiat S.p.A. shares, in addition, more generally, to providing the Company a strategic investment opportunity for other purposes permitted by law.