Chrysler 2012 Annual Report Download - page 281

Notes
280 Fiat S.p.A.
Statutory
Financial
Statements
at 31 December
2012
On 23 May 2012, withdrawing shareholders were paid the redemption amount which, in accordance with Article 2437-ter (3) of the Civil Code, was set at
€3.317 per preference share and €3.458 per savings share. The 863,761 ordinary shares resulting from conversion of the preference shares redeemed and
1,414,445 ordinary shares resulting from conversion of the savings shares redeemed were offered to existing shareholders pursuant to Article 2437-quater
of the Civil Code. At the conclusion of the offer period on 20 June 2012 – during which Rights and Pre-emption Rights were exercised pursuant to Article
2437-quater (3) of the Civil Code – a total of 36,244 shares resulting from conversion of the preference shares had been purchased at the offer price of
€3.902 per share and 46,242 shares resulting from conversion of the savings shares had been purchased at the offer price of €3.952 per share. All shares
requested in relation to the exercise of Pre-emption Rights were allocated as requested. Payment for shares purchased through the exercise of Rights and/
or Pre-emption Rights was on 3 July 2012 and the shares were credited to the purchasers on 4 July 2012.
Pursuant to Article 2437-quater (4) of the Civil Code, the Company offered the remaining 827,517 shares resulting from conversion of the preference shares
and 1,368,203 shares resulting from conversion of the savings shares on the Mercato Telematico Azionario (MTA) on 4 July 2012. Settlement of those
shares took place on 9 July 2012.
Following is a reconciliation between the number of shares outstanding at 31 December 2010 and at 31 December 2012:
(shares in thousands)
31 December
2010
Capital
increase
(Purchases)/
sales of own
shares
31 December
2011
Conversion of
preference and
savings shares
(Purchases)/
sales of own
shares
31 December
2012
Ordinary shares issued 1,092,248 433 - 1,092,681 157,722 - 1,250,403
Less: Own shares (38,568) - - (38,568) - 3,990 (34,578)
Ordinary shares outstanding 1,053,680 433 - 1,054,113 157,722 3,990 1,215,825
Preference shares issued 103,292 - - 103,292 (103,292) - -
Less: Own shares - - - - - - -
Preference shares outstanding 103,292 - - 103,292 (103,292) - -
Savings shares issued 79,913 - - 79,913 (79,913) - -
Less: Own shares - - - - - - -
Savings shares outstanding 79,913 - - 79,913 (79,913) - -
Total shares issued by Fiat S.p.A. 1,275,453 433 - 1,275,886 (25,483) - 1,250,403
Less: Own shares (38,568) - - (38,568) - 3,990 (34,578)
Total Fiat S.p.A. shares outstanding 1,236,885 433 - 1,237,318 (25,483) 3,990 1,215,825
Following the conversion and free capital increase, the Company’s annual results are allocated as follows:
to the legal reserve, 5% of net profit until the amount of the reserve is equal to one-fifth of share capital
further allocations to the legal reserve, allocations to the extraordinary reserve, retained profit reserve and/or other allocations that Shareholders may
approve
to each share, distribution of any remaining profit that Shareholders may approve
In the event of a winding up, the Company’s assets are to be distributed in an equal pro rata amount to all shares.