Chrysler 2011 Annual Report Download - page 383

Motions
for AGM
382
As the Conversions are autonomous and independent, the different options of amendments to the By-laws - depending on the classes of shares actually
converted - are described under Paragraph 22 below.
In particular, the amount of the Free Capital Increase shall be equal to:
(i) €10,841,907.34, should both savings and preference shares be converted; or
(ii) €8,791,129.15, should only preference shares be converted; or
(iii) €3,015,048.60, should only savings shares be converted.
20. Adjustment of the amount of the capital increase reserved to executives employed by the Company and/or its
subsidiaries
As a consequence of the Conversion and the Free Capital Increase described above, the par value of the shares shall be increased as indicated in
paragraph 19 above.
Therefore, in order to keep the maximum amount of shares to be allotted pursuant to the incentive plan approved on November 3, 2006 unchanged, it
is advisable to adjust the maximum amount of the capital increase reserved to executives employed by the Company and/or its subsidiaries as follows:
(i) to €34,249,412.50, should both savings and preference shares be converted; or
(ii) to €33,962,406.25, should only preference shares be converted; or
(iii) to €33,771,068.75, should only savings shares be converted.
21. Withdrawal right
As the resolution on the conversion of preference shares into ordinary shares entails a change in the by-laws of the Company concerning voting and
participation rights of the holders of preference shares, such resolution will entitle the holders of said class of shares who will not cast their favorable vote
in the extraordinary shareholders’ meeting or in the special meeting to exercise the withdrawal rights pursuant to article 2437, first paragraph, letter g), of
the Italian Civil Code.
Moreover, as the resolution on the conversion of savings shares into ordinary shares entails a change in the by-laws of the Company concerning voting
and participation rights of the holders of savings shares, such resolution will entitle the holders of said class of shares who will not cast their favorable vote
in the related special meeting to exercise the withdrawal rights pursuant to article 2437, first paragraph, letter g), of the Italian Civil Code.
In accordance with article 2437-bis of the Italian Civil Code, withdrawal rights, for all or part of the shares held by the withdrawing shareholder(s), shall be
exercised by a notice delivered through registered mail (the “Notice”) to be delivered to the Company’s registered office within 15 days of the registration
with the Turin Companies Register of the minutes of the meeting whose resolution triggered the withdrawal right. A notice disclosing registration of said
minutes will be published on the newspaper La Stampa and the Company’s website, deposited at the Company’s registered office and communicated
to Consob and Borsa Italiana.
Without prejudice to article 127-bis of the Financial Act, the withdrawing shareholder shall deliver, together with the Notice, a communication by an
authorized intermediary certifying that (i) the withdrawing shareholder was the account registered holder of the Withdrawal Shares on the day of the
meeting whose resolution triggered the withdrawal right and (ii) the withdrawing shareholder is the account registered holder of the Withdrawal Shares on
the date of the above communication.
The Notice shall contain the following information:
(i) the personal data of the withdrawing shareholder, including the tax code;
(ii) the address of the withdrawing shareholder including the telephone number and the e-mail address where he/she may be contacted in relation to
the Conversion;
(iii) the number and the class of shares in relation to which the withdrawal right is exercised (the “Withdrawal Shares”);
(iv) the bank account to which the consideration for the Withdrawal Shares will be credited (IBAN code).