Chrysler 2011 Annual Report Download - page 391

Motions
for AGM
390
b) Euro 33,962,406.25 (thirty-three million nine hundred sixty-two thousand four hundred six euro and twenty-five cent), where, in accordance with
item No. 3 above, only the conversion of preference shares takes place;
c) Euro 33,771,068.75 (thirty-three million seven hundred seventy-one thousand sixty-eight and seventy-five cent) where, in accordance with item
No. 3 above, only the conversion of savings shares takes place;
it being understood that the number of the relevant ordinary shares will remain unchanged at No. 9,566,875 (nine million six hundred fifty-six
thousand eight hundred seventy-five);
8) where, in accordance with item No. 3 above, the conversion of both preference and savings shares takes place, to amend articles 5,6, 9, 20 and 23 of the
by-laws as follows:
“Article 5 – Share Capital
The issued share capital of the Company is €4,476,441,927.34 divided into 1,250,402,773 ordinary shares having a par value of €3.58 each.
Pursuant to the resolutions adopted by the Board of Directors on 3 November 2006 and subsequent to the demerger to Fiat Industrial S.p.A.,
and to the resolutions adopted by the Extraordinary Shareholders’ Meeting on 4 April, 2012, share capital may be increased by a maximum of
€34,249,412.50 through the issue of up to 9,566,875 new ordinary shares, through paid capital contributions, exclusively to executives employed by
the Company and/or its subsidiaries in accordance with the relevant incentive plan.”;
“Article 6 – Shares
Shares are registered shares issued in dematerialized form.
Each share confers the right to share pro rata in any earnings allocated for distribution and any surplus assets remaining upon a winding-up.
Besides, each share confers the right to vote without any restrictions whatsoever.
The Company’s share capital may also be increased by contributions in kind or receivables.”;
“Article 9 – Calling of the General Meetings and Validity of Resolutions
Resolutions adopted in a General Meeting in accordance with the requirements of law and the Company By-laws are binding on all shareholders,
including those who are absent or dissenting.
An Ordinary General Meeting shall be considered regularly convened when: at first call, at least one-half of shares are represented; at a single or
second call, any portion of shares are represented.
Resolutions are adopted by an absolute majority of votes cast, except for the election of Directors and Statutory Auditors for which the provisions of
Articles 11 and 17 shall apply.
An Extraordinary Meeting of Shareholders shall be considered regularly convened when: at first call, at least one-half of shares are represented; at
second call, more than one-third of shares are represented; or, at a single or third call, at least one-fifth of shares are represented.
In an Extraordinary Meeting of Shareholders, resolutions are adopted with the favorable vote of at least two-thirds of shares represented at the Meeting.
The foregoing shall be without prejudice to any special majorities required by law.”;
“Article 20 – Allocation of Profit
Net profit reported in the annual financial statements shall be allocated as follows:
to the legal reserve, 5% of net profit until the amount of such reserve is equivalent to one-fifth of share capital;
further allocations to the legal reserve, allocations to the extraordinary reserve, retained profit reserve and/or to other allocations as may be
resolved by Shareholders;
to each share, any remaining net profit which Shareholders may resolve to distribute.
Where the Board of Directors sees fit in relation to the Company’s operating results and within the conditions established by law, it may authorize the
payment of interim dividends during the year.
Any dividends unclaimed within five years of the date they become payable shall be forfeited and shall revert to the Company.”;