Chrysler 2011 Annual Report Download - page 376

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Auditors’ Reports
Motions for AGM
7. Dividends distributed in the last five years on ordinary, preference and savings shares
The table below shows the dividends distributed by Fiat to ordinary, savings and preference shares in the last five years:
Class of shares 2006 Financial year 2007 Financial year 2008 Financial year 2009 Financial year 2010 Financial year
Ordinary 0.155 0.40 - 0.17 0.09
Preference 0.31 0.40 - 0.31 0.31
Savings 0.93 0.555 0.31 0.325 0.31
The above data refer to the Fiat Group before the execution of the partial proportional demerger to Fiat Industrial S.p.A. (the “Demerger”).
Please consider that the ordinary shares to be issued pursuant to the Conversions will be eligible for dividends (to the extent declared) with respect to the
2012 financial results, while the savings and preference shares will retain any economic rights with respect to the 2011 financial year.
Please note that, on February 22, 2012, Fiat resolved to submit to the shareholders’ approval the distribution to preference and savings shares of a
dividend relating to the 2011 financial year for an amount equal to €0.217 per share.
8. Conversions cash adjustment and criteria for its determination
The Conversions do not require special shareholders to pay any cash adjustment to the Company.
9. Conversion ratios
As announced in the press releases dated October 27, 2011 and February 22, 2012, the Board of Directors of Fiat S.p.A. resolved on those dates to
propose to shareholders the compulsory conversion of preference and savings shares into ordinary shares, on the basis of the following conversion ratios:
preference shares will be converted into newly issued ordinary shares according to a conversion ratio of 0.850 ordinary shares for each preference
share;
savings shares will be converted into newly issued ordinary shares according to a conversion ratio of 0.875 ordinary shares for each savings share.
The Conversions do not require special shareholders to pay any cash adjustment to the Company.
Conversion ratios have been determined by the Board of Directors on the basis of the following considerations:
1) the reasons underlying the Conversions proposal, already outlined in paragraph 1;
2) the rights and privileges of preference and savings shares with respect to ordinary shares, already outlined in paragraph 2;
3) the trading patterns of preference and savings shares with respect to ordinary shares, over various time horizons preceding the Conversions proposal
announcement;
4) the analysis of precedent compulsory conversions on the Italian market, with focus on the premia implied in the conversion ratios;
5) implied premia in the proposed conversion ratios with respect to October 26 closing prices of Fiat shares, (i.e. the day preceding the Board of
Directors meeting resolving to propose the Conversions to the Shareholders Meeting) and with respect to average prices over different time horizons
up to the announcement.