Chrysler 2011 Annual Report Download - page 392

391
Auditors’ Reports
Motions for AGM
“Article 23 – Winding-up
The Company shall be wound up in the cases provided for and in accordance with the term of the law.
It shall be for Shareholders, in a general meeting, to appoint one or more liquidators and determine their powers.
In the event of a winding up, the Company’s assets shall be distributed in an equal pro rata amounts to shares.”.
9) where, in accordance with item No. 3 above, the conversion of preference shares only takes place, to amend articles 5,6, 20 and 23 of the by-laws
as follows:
“Article 5 – Share Capital
The issued share capital of the Company is €4,474,391,149.15, divided into 1,180,479,073 ordinary shares, and 79,912,800 savings shares having a
par value of €3.55 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
€33,962,406.25 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 – Classes of shares and Common representative
Ordinary shares are registered shares. Savings shares may be either registered or bearer shares, at the option of the holder or as required by law. All
shares are 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, subject
to the right of priority of savings shares, as set out in Articles 20 and 23 below.
Each ordinary share confers the right to vote without any restrictions whatsoever. No voting rights are attached to savings shares.
In the event of an increase in share capital, the holders of each class of shares are entitled to receive newly issued shares in the same class pro rata
to the number of shares already held, or of another class if shares of the class already held are not offered or the number offered is insufficient.
The Company’s share capital may also be increased by issuing ordinary and/or preference and/or savings shares in exchange for contributions in
kind or receivables.
Resolutions authorizing the issuance of new savings shares having the same characteristics as those already in issue for the purposes of a capital
increase or the conversion of shares of another class do not require the further approval in a Special Meeting of Shareholders of either of those classes.
In the event that the savings shares are delisted, any bearer shares shall be converted into registered shares and shall have the right to a higher
dividend increased by €0.12425 rather than €0.11005 with respect to the dividend received by the ordinary shares.
In the event that the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary
shares shall be increased by €0.142 per share.
Any expenditure required for the safeguarding of the common interests of the holders of savings shares, in relation to which a dedicated fund is
approved in the respective Special Meeting of Shareholders, shall be borne by the Company up to a maximum annual amount of €30,000.
In order to ensure that the Common Representative of the holders of savings shares has adequate information on transactions which could influence the
market price of those shares, the Company’s legal representatives must provide the Common Representative with any such information in a timely manner.”;
“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;
to savings shares, a dividend of up to €0.2201 per share;
further allocations to the legal reserve, allocations to the extraordinary reserve and/or retained profit reserve as may be resolved by Shareholders;
to ordinary shares, a dividend of up to €0.11005 per share;