Chrysler 2011 Annual Report Download - page 304

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Fiat S.p.A. - Statutory
Financial Statements
at 31 December 2011
Other reserves
At 31 December 2011, other reserves amounted to €89,829 thousand and were unchanged from 31 December 2010. The amount includes:
Reserves pursuant to Law 413/1991: a total of €22,591 thousand corresponding to the compulsory revaluation of property (net of substitute tax)
pursuant to Law 413 of 30 December 1991 and allocated to a specific reserve, as required by law
Extraordinary reserve: a total of €28,044 thousand corresponding to the value approved by Shareholders on 11 May 2004
Reserve for Spin-off difference: a total of €39,194 thousand and includes the positive difference arising from the spin-off executed by Fiat Partecipazioni
S.p.A. on 29 December 2008
Own shares
At 31 December 2011, the book value of own shares held was €288,883 thousand (€656,553 thousand at 31 December 2010) and related to 38,568,458
ordinary shares (average book value of €7.490 per share) representing 3.02% of share capital, and having a total par value of €134,990 thousand.
The decrease in the carrying amount of own shares over 31 December 2010 was attributable to the Demerger and the simultaneous allotment to Fiat S.p.A.
of 38,568,458 Fiat Industrial S.p.A. ordinary shares, initially recognized in the statement of financial position under investments in the amount of €367,670
thousand, as described in Note 11.
No own shares were bought or sold either in 2011 or 2010. Details of authorizations given by Shareholders for the purchase of own shares are provided above.
On 22 February 2012, the number of own shares was reduced by 4,000,000 following assignment of shares vested under the 2009 Stock Grant Plan to
the Chief Executive Officer. As a result, the number of own shares held at that date was 34,568,458 (book value of €259 million).
Share-based compensation
At 31 December 2011 and at 31 December 2010, the following share-based compensation plans relating to managers of Group companies or the Chief
Executive Officer of Fiat S.p.A. were in place.
Stock option plans linked to Fiat S.p.A. and Fiat Industrial S.p.A. ordinary shares
On 26 July 2004, the Board of Directors granted Sergio Marchionne, as a part of his variable compensation as Chief Executive Officer, options to purchase
10,670,000 Fiat S.p.A. ordinary shares at a price of €6.583 per share, exercisable from 1 June 2008 to 1 January 2011. In each of the three years following
the grant date, the Chief Executive Officer acquired the right to purchase, beginning 1 June 2008, a maximum of 2,370,000 shares annually. As of 1 June
2008, he also acquired the right to exercise, effective from that date, the remaining options on 3,560,000 shares as predetermined performance objectives
for the reference period had been met. On 27 March 2009, Shareholders considered it to be a priority interest for the Group to adopt changes to the plan
which would restore its retention capability and approved a new vesting period which depended solely on the requirement for the Chief Executive Officer
to remain in office, deferring the vesting of those options until 31 December 2010 and extending the exercise period until 1 January 2016, with all the other
conditions remaining unaltered. Finally, in consideration of the proposed Demerger and in accordance with the rules of the respective plans, on 21 July 2010
the Board approved amendments relating to realignment of the underlying shares in strict relation to the allotment ratio applied for the Demerger, allowing
the beneficiary to receive one ordinary Fiat S.p.A. share and one ordinary Fiat Industrial S.p.A. share for each original option, with the option exercise price
remaining unchanged.