Chrysler 2012 Annual Report Download - page 178

177
Consolidated
Financial Statements
at 31 December 2012
The share capital of Fiat S.p.A. is as follows:
(number of shares) At 31 December 2012 At 31 December 2011
Ordinary shares 1,250,402,773 1,092,680,610
Preference shares -103,292,310
Savings shares -79,912,800
Total shares issued 1,250,402,773 1,275,885,720
The following table provides reconciliation between the number of shares outstanding at 31 December 2010 and the number outstanding at 31 December
2012:
(number of shares in thousands)
At 31
December
2010
Capital
increase
(Purchases)/
Sales of
treasury
shares
At 31
December
2011
Conversion of
preferences
and saving
shares
Stock grant
vested
At 31
December
2012
Ordinary shares issued 1,092,247 434 - 1,092,681 157,722 - 1,250,403
Less: Ordinary treasury shares (38,568) - - (38,568) (10) 4,000 (34,578)
Ordinary shares outstanding 1,053,679 434 - 1,054,113 157,712 - 1,215,825
Preference shares issued 103,292 - - 103,292 (103,292) - -
Savings shares issued 79,913 - - 79,913 (79,913) - -
Total Shares issued by Fiat S.p.A. 1,275,452 434 - 1,275,886 (25,483) - 1,250,403
Less: Treasury shares (38,568) - - (38,568) (10) 4,000 (34,578)
Total Fiat S.p.A. outstanding shares 1,236,884 434 - 1,237,318 (25,493) 4,000 1,215,825
The extraordinary Shareholders’ meeting of 4 April 2012 resolved the mandatory conversion of all 103,292,310 Fiat S.p.A. preference shares and 79,912,800
Fiat S.p.A. savings shares into 157,722,163 Fiat S.p.A. ordinary shares with dividend right from 1 January 2012. Conversion ratios of 0.850 ordinary shares
per preference share and 0.875 ordinary shares per savings share were used.
Following the expiry of the term for shareholders of saving shares and preference shares to exercise their withdrawal rights, on 28 April 2012, withdrawal
notifications for 1,016,190 preference shares and 1,616,509 savings shares had been received.
On 21 May 2012, pursuant to the resolution adopted by shareholders, the mandatory conversion took place. The final trading date for Fiat S.p.A. preference
and savings shares was 18 May 2012. From 21 May 2012 only Fiat S.p.A. ordinary shares are traded on the Borsa Italiana electronic exchange (“MTA”),
being 1,250,402,773 ordinary shares, each with a par value increased to €3.58 by the rounding of par value to higher €C was made through a €10.8 million
reduction of the share premium reserve, and an equivalent share capital increase.
The redemption procedures for shares exercising withdrawal right took place on 23 May 2012, in accordance with paragraph 3, article 2437-ter of the
Italian civil code, with the redemption amounts set at €3.317 per preference share and €3.458 per savings share. The 863,761 ordinary shares resulting
from the conversion of the preference shares and the 1,414,445 ordinary shares resulting from the conversion of the savings shares were offered at the
same time to existing shareholders pursuant to article 2437-quater of the Italian civil code. At the conclusion of the offer period on 20 June 2012, a total of
36,244 shares resulting from the conversion of the Fiat preference shares had been purchased at a price of €3.902 per share and 46,242 shares resulting
from conversion of the Fiat savings shares had been purchased at a price of €3.952 per share by the exercising of rights and pre-emption rights pursuant to
article 2437-quater(3) of the Italian civil code. All the shares requested under pre-emption rights were allocated. Payment for the shares purchased through
the exercising of rights and pre-emption right was made on 4 July 2012 with value 3 July 2012.