Chrysler 2011 Annual Report Download - page 384

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Auditors’ Reports
Motions for AGM
The Notice shall also include the data of the intermediary with whom the Withdrawal Shares are deposited and a statement of the withdrawing shareholder
declaring that the Withdrawal Shares are not pledged or subject to other encumbrances in favor of third parties. In case the Withdrawal Shares are
pledged or subject to encumbrances in favor of third parties, the withdrawing shareholder shall attach to the Notice a statement of the pledgee (and/or
of the person/entity in favor of which the encumbrance is granted) by which said person or entity gives unconditional and irrevocable consent to release
the pledge and/or encumbrance and to dispose of the Withdrawal Shares in accordance with the instructions given by and in favor of the withdrawing
shareholder.
Given that the effectiveness of each of the Conversions is subject to the conditions precedent better described in paragraph 11 above, also the exercise
of the withdrawal right by the preference and/or savings shareholders will be subject to the satisfaction of such conditions.
Should the conditions precedents described under Paragraph 11 above result to be satisfied upon the ending of the period of exercise of withdrawal
rights, the price to be paid to the withdrawing shareholder as a consideration for the Withdrawal Shares shall be equal to Euro 3.317 with respect to
preference shares and to Euro 3.458 with respect to savings shares. Said amounts have been determined pursuant to Article 2437-ter of the Italian Civil
Code, making exclusive reference to the arithmetical average of the closing market trading prices in the six months preceding the publication of the notice
of call regarding the shareholders’ meeting whose resolution triggers the withdrawal rights.
Said prices are communicated by Fiat, simultaneously with the publication of the notices of call of the extraordinary shareholders’ meeting and of the
special meetings, through a notice published on the newspaper La Stampa and on the Company’s website on February 23, 2012.
Should the conditions precedents described under Paragraph 11 above result to be satisfied upon the ending of the period of exercise of withdrawal
rights, the payment for Withdrawal Shares will be carried out in accordance with article 2437-quater of the Italian Civil Code. In particular, once elapsed
the aforesaid 15-day period for the exercise of the withdrawal right:
(i) the directors of the Company will offer the Withdrawal Shares of each class in option to non-withdrawing shareholders of that class and to
shareholders of the other classes of shares; a term of at least 30 days from the deposit of the offer with the Companies Register of Turin will
be granted for the exercise of this option to purchase Withdrawal Shares; the shareholders exercising the option right will also have the right to
purchase pro-rata the remaining Withdrawal Shares, provided that they have requested to avail themselves of such pre-emption right at the time of
the exercise of the option;
(ii) if there are residual Withdrawal Shares not purchased by the shareholders, said Withdrawal Shares will be offered by the directors of the Company
on the market for one day (the offers under points (i) and (ii) are referred to as the “Offer”);
(iii) if Withdrawal Shares are not fully sold after the Offer and – in any case – within 180 days of the above Notice, the Company will redeem said
Withdrawal Shares (in cash) and a corresponding amount will be deducted from the Company’s treasury shares reserve, within the limits described
under paragraph 11 above.
As anticipated, the exercise of the withdrawal right by preference and/or savings shareholders will be subject to the satisfaction of the above conditions
precedent. Accordingly, if the aforesaid conditions are not met for both or either class of shares, the Offer, the possible subsequent redemption of the
relevant Withdrawal Shares by Fiat and the delisting of the relevant class of shares will not take place.