Chrysler 2013 Annual Report Download - page 186

185
Consolidated
Financial Statements
at 31 December 2013
Share capital
At 31 December 2013, fully paid-up share capital amounts to €4,477 million (€4,476 million at 31 December 2012) and consists of
1,250,687,773 ordinary shares (1,250,402,773 ordinary shares at 31 December 2012), with a par value of €3.58 each. The capital increase
from the previous year is due to the issue of 285,000 new shares in relation to the exercise of stock options.
The following table provides a reconciliation between the number of Fiat S.p.A. shares outstanding at 31 December 2011 and the number
outstanding at 31 December 2013:
(number of shares in thousands)
At 31
December
2011
Conversion of
preferences
and saving
shares
Share based
payments
At 31
December
2012
Exercise
of Stock
Options
Al 31
December
2013
Ordinary shares issued 1,092,681 157,722 - 1,250,403 285 1,250,688
Less: Ordinary treasury shares (38,568) (10) 4,000 (34,578) - (34,578)
Ordinary shares outstanding 1,054,113 157,712 4,000 1,215,825 285 1,216,110
Preference shares issued 103,292 (103,292) - - - -
Savings shares issued 79,913 (79,913) - - - -
Total Shares issued by Fiat S.p.A. 1,275,886 (25,483) - 1,250,403 285 1,250,688
Less: Treasury shares (38,568) (10) 4,000 (34,578) - (34,578)
Total Fiat S.p.A. outstanding shares 1,237,318 (25,493) 4,000 1,215,825 285 1,216,110
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, approved by the extraordinary Shareholders’ Meeting of 4 April 2012, took place (at a conversion ratio of 0.850 ordinary
shares for every preference share and 0.875 ordinary shares for every savings share). From 21 May 2012 only Fiat S.p.A. ordinary shares are
traded on the Borsa Italiana electronic exchange (“MTA”).
As a result of the above-mentioned conversion, the allocation of the annual profit of Fiat S.p.A. as stated in its annual separate financial
statements is currently 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, to retained profit reserve and/or to other allocations as may
be resolved by Shareholders;
to each share, any remaining net profit which Shareholders may resolve to distribute.
In the case of winding up, the company’s assets shall be distributed in equal pro rata amounts to shares.
In addition, as a result of the resolutions adopted by the Board of Directors on 3 November 2006, the demerger of Fiat Industrial S.p.A. (now
CNH Industrial N.V.), and the resolution adopted by Shareholders at the Extraordinary Meeting on 4 April 2012, Fiat S.p.A. share capital may
be increased by a maximum of €33,229,112.50 through the issue of up to 9,281,875 ordinary shares, through paid capital contributions,
exclusively to executives employed by the Company and/or its subsidiaries in accordance with the relevant incentive plan.