Chrysler 2012 Annual Report Download - page 335

334 Motions
for AGM
b) Authorization for the Purchase and Disposal of Own Shares
Shareholders,
On 4 April 2012, you renewed authorization for the purchase of shares – not to exceed the legally established percentage of share
capital or an aggregate amount of €1.2 billion, inclusive of existing reserves for own shares held of €259 million. The authorization
related to the three classes of shares (ordinary, preference and savings) outstanding on that date. No shares were repurchased under
that authorization with the exception of the 9,332 ordinary shares acquired from shareholders, which represented fractions of ordinary
shares resulting from the mandatory conversion, based on the approved conversion ratios, of all preference and savings shares into
ordinary shares. With the exception of those acquisitions, the most recent purchase of own shares was in June 2008, following which
the Company’s share buyback program was suspended.
Over the years, the Group has established stock grant and stock option plans based on the Company’s own shares to incentivize the
executive directors and managers having a significant influence on business results toward the achievement of Company and Group
performance targets.
For that purpose, on 4 April 2012 you approved a new 3-year incentive plan based on the Company’s shares and authorized the use of
up to a maximum of 31,000,000 ordinary shares, in addition to the 16,920,000 shares necessary to service the incentive plans already
existing at the time. At 20 February 2013, the Company held 34,577,790 own ordinary shares, which are available to service those
plans, corresponding to 2.76% of share capital, and the “Reserve for own shares” totaled €259 million. No other Group company
holds Fiat S.p.A. shares.
To ensure coverage of the above share-based incentive plans established by the Company, in addition, more generally, to providing the
Company a strategic investment opportunity for other purposes permitted by law, we propose that you renew the authorization for the
Company to purchase and dispose of its own shares, in both cases either directly or through subsidiaries, to ensure a continuation of
the necessary operating flexibility over an adequate time horizon and in consideration of the fact that the current authorization expires
on 4 October 2013. Such authorization will be subject to the limits and procedures set out in the applicable provisions of the Civil Code,
the provisions of Article 132 of Legislative Decree 58/1998 and Article 144-bis of the Consob Issuer Regulations, and other legal and
regulatory provisions that apply.
Accordingly, we further propose that you revoke the previous resolution, for the part not already utilized at the date of the General
Meeting, and authorize the purchase of own shares for a period of eighteen months and for an amount not to exceed the legally
established percentage of share capital (at the current par value of €3.58 per share), inclusive of Fiat S.p.A. shares already owned by
the Company and/or its subsidiaries.
The purchase price per share may not be more than a maximum of 10% higher or a minimum of 10% lower than the reference price
reported by Borsa Italiana on the day prior to the purchase.
The Company intends to maintain reserves available for the purchase of a maximum aggregate amount of €1.2 billion, including
existing reserves for own shares (totaling €259 million at 20 February 2013).