Chrysler 2011 Annual Report Download - page 390

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Auditors’ Reports
Motions for AGM
Proposal of Resolution
The extraordinary Shareholders’ meeting of “Fiat S.p.A.”,
having acknowledged the report of the board of directors,
resolved
1) to compulsorily convert No. 103,292,310 (one hundred three million two hundred ninety-two thousand three hundred ten) preference shares and No.
79,912,800 (seventy-nine million nine hundred twelve thousand eight hundred) savings shares, with par value equal to Euro 3.50 (three and fifty cent) each,
into ordinary shares having the same characteristics of the ordinary shares outstanding at the date of execution of the transaction and, therefore, with
economic rights accrued from January 1, 2012;
2) to approve that the above transaction will be carried out on the basis of a conversion ratio equal to 0.850 (zero and eight hundred fifty thousandths) ordinary
shares for each preference share and 0.875 (zero and eight hundred seventy-five thousandths) ordinary shares for each savings share, and the issuance of
No. 87,798,463 (eighty-seven million seven hundred ninety-eight thousand four hundred sixty-three) ordinary shares in exchange for preference shares (it
being understood that the rounding down to the nearest whole number is in charge of the Company) and No. 69,923,700 (sixty-nine million nine hundred
twenty-three thousand seven hundred) ordinary shares in exchange for savings shares;
3) to establish that the conversion of preference shares and the payment of any relevant withdrawal share will take place subject to the condition that the
conversion is approved by the relevant special meeting and the disbursement in relation to the possible exercise of the withdrawal rights by preference
shareholders does not exceed maximum Euro 56,000,000 (fifty-six million) and that the conversion of savings shares and the payment of the relevant
withdrawal shares will take place subject to the condition that the conversion is approved by the relevant special meeting and the disbursement in relation
to the possible exercise of the withdrawal rights by savings shareholders does not exceed maximum Euro 44,000,000 (forty-four million);
4) not to proceed with any reduction of the company share capital, consequently increasing the par value of the shares resulting from the conversion by an
amount equal to:
a) Euro 0.08 (zero and eight cent) - where, in accordance with the item above, the conversion of both preference and savings shares takes place -
withdrawing an amount equal to Euro 10,841,907.34 (ten million eight hundred forty-one thousand nine hundred seven and thirty-four cent) from the
reserve denominated share premium reserve, and, accordingly, increasing the company share capital to Euro 4,476,441,927.34 (four billion four hundred
seventy-six million four hundred forty-one thousand nine hundred twenty-seven and thirty-four cent),
b) Euro 0.05 (zero and five cent) - where, in accordance with the item above, the conversion of preference shares only takes place - withdrawing an
amount equal to Euro 8,791,129.15 (eight million seven hundred ninety-one thousand one hundred twenty-nine and fifteen cent) from the same reserve,
and, accordingly, increasing the company share capital to Euro 4,474,391,149.15 (four billion four hundred seventy-four million three hundred ninety-one
thousand one hundred forty-nine and fifteen cent),
c) Euro 0.03 (zero and three cent) - where, in accordance with the item above, the conversion of savings shares only takes place - withdrawing an amount
equal to Euro 3,015,048.60 (three million fifteen thousand forty-eight and sixty cent) from the same reserve, and, accordingly, increasing the company
share capital to Euro 4,468,615,068.60 (four billion four hundred sixty-eight million six hundred fifteen thousand sixty-eight and sixty cent);
5) where, in accordance with the item No. 3 above, only the conversion of preference shares takes place, to adjust proportionally to the new par value of the
shares, equal to Euro 3.55 (three and fifty-five cent), the amounts to which savings and ordinary shareholders are entitled pursuant to articles 6 and 20 of
the by-laws;
6) where, in accordance with the item No. 3 above, only the conversion of savings shares takes place, to adjust proportionally to the new par value of the
shares, equal to Euro 3.53 (three and fifty-three cent), the amounts to which preference and ordinary shareholders are entitled pursuant to article 20 of the
by-laws;
7) to adjust, as a consequence of the increase of the par value of the shares, the amount of the capital increase reserved to executives and employees of the
Company and/or its subsidiaries to:
a) Euro 34,249,412.50 (thirty-four million two hundred forty-nine thousand four hundred twelve and fifty cent), where, in accordance with item No. 3
above, the conversion of both savings and preference shares takes place;