Chrysler 2011 Annual Report Download - page 394

393
Auditors’ Reports
Motions for AGM
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 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 with voting rights are represented;
at a single or second call, any portion of shares with voting rights 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 or provisions governing Special Meetings for holders of shares of a
particular class.”;
“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 and/or retained profit reserve as may be resolved by Shareholders;
to preference shares, a dividend of up to €0.21886 per share;
to ordinary shares, a dividend of up to €0.21886 per share;
to each ordinary and preference share, in equal amounts, any remaining net profit which Shareholders may resolve to distribute.
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 preference 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.”
11) to grant the members of the board of directors with legal representation, severally, all the broadest powers to implement, in compliance with the
applicable laws, the resolutions adopted herein, including the power to define - taking into consideration the condition under item No. 3 above -
the relevant terms and conditions, including those concerning the payment of the fractional shares resulting from the application of the conversion
ratios to be carried out by the Company;
12) to delegate the legal representatives in charge, severally, the duty to file with the competent Companies’ Register, following the conversion of both
or either class of shares, the new company’s by-laws as duly amended in accordance with the provisions defined above.