Chrysler 2011 Annual Report Download - page 375

Motions
for AGM
374
3. Critical issues associated with the Conversions
As far as the critical issues connected with the proposed Conversions are concerned, please note that:
a) upon effectiveness of the relevant Conversions (as better described under paragraph 10 below), the holders of preference shares, without prejudice to
the right to receive the dividend with respect to the 2011 financial year, will lose, as of January 1, 2012, the economic rights and preference rights as well
as the class protection rights granted by the by-laws of Fiat to the relevant class of shares and described above. However, except for fractional shares (in
relation to which please refer to paragraph 10 below), preference shareholders who have not exercised their withdrawal right will receive ordinary shares
and, accordingly, will gain the right to vote in all Ordinary and Extraordinary Shareholders’ meetings of the Company and will enjoy all the rights attached
to ordinary shares, benefitting, among other things, from the enhanced liquidity of the market of said class of shares; the ordinary shares to be issued
after the Conversion of preference shares will be eligible for dividends - to the extent declared - with respect to the 2012 financial results;
b) upon effectiveness of the relevant Conversions (as better described under paragraph 10 below), the holders of savings shares, without prejudice to the
right to receive the dividend with respect to the 2011 financial year, will lose, as of January 1, 2012, the economic rights and preference rights as well as
the class protection rights granted by the by-laws of Fiat to the relevant class of shares and described above. However, except for fractional shares (in
relation to which please refer to paragraph 10 below), savings shareholders who have not exercised their withdrawal right will receive ordinary shares
and, accordingly, will gain the right to vote in all Ordinary and Extraordinary Shareholders’ meetings of the Company and will enjoy all the rights attached
to ordinary shares, benefitting, among other things, from the enhanced liquidity of the market of said class of shares; the ordinary shares to be issued
after the Conversion of savings shares will be eligible for dividends - to the extent declared - with respect to the 2012 financial results;
c) upon effectiveness of the Conversions, the voting rights of the holders of ordinary shares will be diluted proportionally to the number of preference
and/or savings shares subject to conversion. Assuming that both Conversions are approved and become effective, ordinary shares existing prior
to the Conversions will represent, immediately following the effectiveness of the Conversions, about 87.39% of the ordinary shares of the Company,
while ordinary shares issued as a consequence of the Conversions will represent about 12.61% of the Company’s ordinary shares (hence reducing
the latter from 14.36% to 12.61% of the share capital, as a consequence of the Conversions – please see also paragraph 17 below). However,
ordinary shareholders will benefit from the elimination of the economic privileges and governance rights attached to savings and/or preference shares
described above and all shareholders will benefit from a streamlined capital and simplified governance structure and enhanced liquidity.
4. Amount of preference and savings shares to be converted held by the controlling shareholder, as defined in Article 93
of the Financial Act
As of the date of this report, the controlling shareholder within the meaning of to Article 93 of the Financial Act is Giovanni Agnelli & C. S.a.p.az. through
its subsidiary Exor S.p.A.
Based on the most recent communications received by the Company pursuant to article 120 of the Financial Act and on the disclosures1 by Exor S.p.A.,
as of this date the latter resulted to hold respectively No. 31,082,500 preference shares and No. 18,717,155 savings shares of the Company, respectively
equal to 30.09% and 23.42% of the share capital of the relevant class.
Please note that, as of February 22, 2012, Fiat holds No. 34,568,458 ordinary treasury shares, equal to 2.71% of the share capital.
5. Intention of the controlling shareholder to do trading on the shares object of the Conversion
By a press release issued on October 27, 2011 Exor S.p.A. stated it was determined to maintain its shareholding over the mandatory tender offer thresholds
following the Conversions; in this respect, in the same press release Exor S.p.A. noted that it intended to trade on the market as necessary to achieve that
objective, whilst complying with all relevant rules and regulations, including disclosure obligations. In this respect, please refer also to paragraph 17 below.
6. Commitments to convert undertaken by the holders of the shares to be converted, with particular reference to the
controlling shareholder
As the Conversions entail the compulsory conversions of shares, all preference and/or savings shares will be automatically converted into ordinary shares.
Therefore, this item is not applicable.
1 Data as of March 1, 2012.