Chrysler 2011 Annual Report Download - page 382

381
Auditors’ Reports
Motions for AGM
14. Incentives given for the Conversions
Since the Conversions entail the compulsory conversion of shares, this item is not applicable. With regard to the determination of implied premiums, please
see paragraph 9.3 above.
15. Impact of the Conversions on stock option plans involving preference and savings shares
There are no stock options plan involving preference and savings shares; therefore, this item is not applicable.
16. Breakdown of the share capital before and after the Conversions
The share capital of Fiat is currently equal to €4,465,600,020, divided into No. 1,092,680,610 ordinary shares, No. 103,292,310 preference shares and
No. 79,912,800 savings shares, each of them having a par value of €3.50.
After the Conversions and the Free Capital Increase (as defined and better described in paragraph 19 below), the share capital will be equal to:
(i) €4,476,441,927.34 divided into No. 1,250,402,773 ordinary shares having a par value of €3.58, should both savings and preference shares be
converted; or
(ii) €4,474,391,149.15 divided into No. 1,180,479,073 ordinary shares and No. 79,912,800 savings shares, both having a par value of €3.55, should only
preference shares be converted; or
(iii) €4,468,615,068.60 divided into No. 1,162,604,310 ordinary shares and No. 103,292,310 preference shares, both having a par value of €3.53,
should only savings shares be converted.
17. Changes to the ownership structure as a result of the Conversions
Assuming that the current ownership of the share capital of the Company by the controlling shareholder (as described in paragraph 4 above) remains
unchanged as of the date of effectiveness of the Conversions, that all preference and savings shares are converted and that the Company continues to
maintain the current No. 34,568,458 ordinary treasury shares, after the Conversions the shareholding held by the controlling shareholder (as indentified
in paragraph 4 above) would change from 30.47% of the issued ordinary capital to 30.05% (changing from 31.46% to 30.90% of the share capital with
voting right in the ordinary shareholders’ meeting). In case of Conversion of preference shares only, the shareholding held by the controlling shareholder
would change from 30.47% of the issued ordinary capital to 30.44% (changing from 31.46% to 31.36% of the share capital with voting right in the
ordinary shareholders’ meeting), whilst, in case of Conversion of savings shares only, the shareholding held by the controlling shareholder would change
from 30.47% of the issued ordinary capital to the 30.04% (changing from 31.46% to 30.96% of the share capital with voting right in the ordinary
shareholders’ meeting).
18. Main uses that the issuer intends to assign to any net proceeds from the Conversions
The Conversions do not entail the payment of any cash adjustments and, therefore, Fiat will not receive any proceeds from the Conversions. Accordingly,
this item is not applicable.
19. Free capital increase
By virtue of the above mentioned conversion ratios, the execution of each of the Conversions determines a decrease of the number of the shares issued
by the Company. In order to avoid the reduction of the share capital of the Company, following the Conversion it is proposed to increase the par value
of the shares of the Company. The new par value will be equal to the amount of the share capital of the Company divided by the aggregate number of
shares as resulting from the Conversions, rounded up to the nearest hundredth by means of a free capital increase, pursuant to article 2442 of the Italian
Civil Code, for an amount limited to such purpose, by using part of the reserves denominated “Share Premium Reserve” (Riserva Sovrapprezzo Azioni)
(the “Free Capital Increase”).
The new par value per share will be equal to Euro 3.58, should both preference and savings shares be converted, to Euro 3.55, should only preference
shares be converted and to Euro 3.53, should only savings shares be converted.