Chrysler 2011 Annual Report Download - page 373

Motions
for AGM
372
Shareholders,
we hereby submit to your approval the proposal of compulsory conversion of preference and savings shares into ordinary shares and connected
amendments to the by-laws.
This report is drafted pursuant to article 72 of the Consob Resolution No. 11971/1999 (Issuers Regulation) and in compliance with Schemes No. 6 and 2
of Annex 3A of the above Regulation.
The proposed resolution is attached to this report.
1. Rationale of the proposed conversions of preference and savings shares into ordinary shares
The proposed transaction, entailing (i) the compulsory conversion of Fiat S.p.A. (“Fiat” or the “Company”) preference shares into ordinary shares and (ii) the
compulsory conversion of Fiat savings shares into ordinary shares (each, the “Conversion” and, together, the “Conversions”), is intended to streamline
the capital structure and simplify the governance structure of the Company as well as to promote shareholder value through the conversion of classes
of securities that have historically traded at a significant discount to the ordinary shares and with sustained low trading volumes. The Conversions are
expected to benefit all shareholders because they will deliver enhanced liquidity by converting relatively illiquid preference and/or savings shares into more
liquid ordinary shares thus improving the float of the Company’s ordinary shares and simplifying the transparency of Fiat’s governance and capital structure.
The following table shows historical information on the trading volume and prices of each class of shares currently outstanding:
Class of shares Outstanding shares
Average daily traded
volume in the six
months preceding the
announcement of
the Conversions1
Average daily traded
volume in percentage
on total outstanding
shares
Average price
in the six months
preceding the
announcement of
the Conversions
Average discount2
to ordinary shares
in the six months
preceding the
announcement of
the Conversions
Shares
in Units
% of
Total
Outstanding
Shares
in Thousands % %
Ordinary 1,092,680,610 85.64% 34,019.6 3.11 € 5.88 N.A.
Preference 103,292,310 8.10% 891.9 0.86 € 4.25 28.3%
Savings 79,912,800 6.26% 586.6 0.73 € 4.29 27.5%
1 October 27, 2011.
2 Discount calculated as the complement to 1 of the ratios between special share price and ordinary share price..
2. Description of the features, rights and privileges attached to preference and savings shares
The share capital of Fiat is currently comprised of 1,092,680,610 ordinary shares, 103,292,310 preference shares and 79,912,800 savings shares.
5) Mandatory conversion of preference and
savings shares into ordinary shares and
consequent changes to the By-laws