Chrysler 2011 Annual Report Download - page 369

Motions
for AGM
368
On February 22, 2012 the preliminary estimate of the annual non-cash cost of the proposed Plan was approximately €150 million for the three year
duration of the Plan. Those costs will be recalculated on the date that the proposals, if approved, become effective, on the basis of the price of Company
Shares and the stated vesting conditions. For the portion of the Plan relating to the CEO of the Company, that date shall be the date on which approval is
given by Shareholders. For the granting of the maximum 24 million Rights to other executives, that date shall be the effective grant date. For accounting
purposes, the cost calculated on the grant date is recognized on a pro rata basis over the vesting period.
In addition to the proposed new Plan that is being submitted for your approval, the Company has other incentive plans in place for directors and
executives, with a total of 18,556,875 options outstanding at February 22, 2012, all of which are vested and exercisable. A total of 1,636,875 options
will be serviced through the issue of new shares and the remainder through shares purchased on the market. The required amount of Shares, currently
equal to 16,920,000 is fully covered by the 34,568,458 own shares currently held. Detailed information on plans in effect is provided in the disclosure
documents issued in 2007, 2008, 2009, and 2010, available in the Corporate Governance section of the Group website (www.fiatspa.com) under Fees
and Interests Held, as well as in the Notes to the statutory and consolidated financial statements as of 31 December 2011, pursuant to applicable
regulatory requirements and the International Financial Reporting Standards, respectively.
22 February 2012
On behalf of the Board of Directors
/s/ John Elkann
John Elkann
CHAIRMAN