Chrysler 2011 Annual Report Download - page 393

Motions
for AGM
392
to each ordinary and savings share, in equal amounts, any remaining net profit which Shareholders may resolve to distribute.
When the dividend paid to savings shares in any year amounts to less than €0.2201, the difference shall be added to the preferred dividend to which
they are entitled in the following two years.
In the event of a change to the par value of shares, the amounts stated above shall be adjusted on a pro rata basis.
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.”;
“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 the following order of priority:
repayment of savings shares up to their par value;
repayment of ordinary shares up to their par value;
distribute any balance remaining, in an equal pro rata amount to shares of all two classes.”.
10) where, in accordance with item No. 3 above, the conversion of savings shares only 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 €4,468,615,068.60, divided into 1,162,604,310 ordinary shares and 103,292,310 preference shares
having a par value of €3.53 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
€33,771,068.75 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
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, subject
to the right of priority of preference shares, as set out in Articles 20 and 23 below.
Each ordinary share confers the right to vote without any restrictions whatsoever. Each preference share confers the right to vote only on matters
which are reserved for an Extraordinary Meeting of Shareholders and on resolutions concerning Procedures for General Meetings.
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 preference 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.
Any expenditure required for the safeguarding of the common interests of the holders of preference 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 preference shares has adequate information on transactions which could