Chrysler 2011 Annual Report Download - page 374

373
Auditors’ Reports
Motions for AGM
Preference shares
Preference shares enjoy the economic rights and preferences granted by articles 6 (Classes of shares and common representative), 20 (Allocation of Profit)
and 23 (Winding-up) of the Company’s by-laws, pursuant to which:
preference shares are registered shares issued in dematerialized form;
preference shares have a preferential right in the distribution of the net profit reported in the Company’s annual financial statements up to €0.217 per
share (net of (i) the amount to be assigned to the legal reserve, (ii) the preferential dividend to be paid to savings shares and (iii) further allocations to
the legal reserve, extraordinary reserve and/or retained profits reserve as may be resolved by the Shareholders);
they are entitled to a preferential right, up to their par value, in the distribution of the Company’s assets in case of winding-up, once savings shares
have been repaid up to their par value.
With respect to governance rights, pursuant to article 6 of the Company’s by-laws preference shares grant the right to vote only on matters which are
reserved for an Extraordinary Meeting of Shareholders and on resolutions concerning Procedures for the General Meetings. In addition to the above,
preference shares grant the right to vote in the relevant special meeting of preference shareholders.
In the event that the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and
preference shares shall be increased by €0.140 per share.
In addition to the above, preference shares enjoy the rights granted by article 146 of Legislative Decree No. 58 of 24 February 1998 (the “Financial Act”)
pursuant to which, inter alia, any resolutions of the Company’s general shareholders’ meeting which may adversely affect the rights of preference shares
are submitted and subject to the approval of the special meeting of preference shareholders.
Savings shares
Savings shares enjoy the economic rights and preferences granted by article 145 of the Financial Act and by articles 6 (Classes of shares and common
representative), 20 (Allocation of Profit) and 23 (Winding-up) of the Company’s by-laws, pursuant to which:
savings shares may be either registered or bearer shares, at the option of the holder or as required by law, and are issued in dematerialized form;
savings shares have a preferential right in the distribution of the net profit reported in the Company’s annual financial statements up to €0.217 per
share, net of the amount to be assigned to the legal reserve; in addition, after allocations are made to the legal reserve, to the extraordinary reserve
and/or retained profits reserve as may be resolved by the Shareholders and allocations are made with respect to the preferential dividend to be paid
to preference shares and to ordinary shares, savings shares are entitled, together with ordinary shares, to an additional dividend up to €0.10 85 ;
if the dividend paid to savings shares in any year amounts to less than €0.217, the difference shall accrue to the preferred dividend they are entitled
to in the following two years;
they are entitled to a preferential right, up to their par value, in the distribution of the Company’s assets in case of winding up.
Any profits remaining following the allocations described above that the Shareholders may resolve to distribute are allocated pari passu to ordinary shares,
preference shares and savings shares.
With respect to governance rights, pursuant to article 145 of the Financial Act and article 6 of the Company’s by-laws, savings shares do not grant the
right to vote in the Company’s general shareholders’ meeting, while they grant the right to vote in the relevant special meeting of savings shareholders.
In the event that the savings shares are delisted, any bearer shares shall be converted into registered shares and shall have the right to a higher dividend
increased by €0.1225, rather than €0.1085, with respect to the dividend received by the ordinary and preference shares. In the event that the ordinary
shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and preference shares shall be
increased by €0.140 per share.
In addition to the above, savings shares enjoy the rights granted by article 146 of the Financial Act pursuant to which, inter alia, any resolutions of the
Company’s general shareholders’ meeting which may adversely affect the rights of savings shares are submitted to and subject to the approval of the
special meeting of savings shareholders.