Chrysler 2013 Annual Report Download - page 305

304 Fiat S.p.A.
Statutory Financial
Statements
at 31 December 2013
Notes
Following is a summary reconciliation between shares outstanding at 31 December 2011 and at 31 December 2013:
(shares in thousands)
31 December
2011
Conversion of
preference and
savings shares
into ordinary
shares
Share based
compensation
31 December
2012
Exercise of stock
options
31 December
2013
Ordinary shares issued 1,092,681 157,722 - 1,250,403 285 1,250,688
Less: Own shares (38,568) (10) 4,000 (34,578) - (34,578)
Ordinary shares outstanding 1,054,113 157,712 - 1,215,825 285 1,216,110
Preference shares issued 103,292 (103,292) - - - -
Less: Own shares - - - - - -
Preference shares outstanding 103,292 (103,292) - - - -
Savings shares issued 79,913 (79,913) - - - -
Less: Own shares - - - - - -
Savings shares outstanding 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: Own shares (38,568) (10) 4,000 (34,578) - (34,578)
Total Fiat S.p.A. shares outstanding 1,237,318 (25,493) 4,000 1,215,825 285 1,216,110
As described in Note 18 to the 2012 financial statements, following approval of a mandatory conversion by shareholders on 4 April 2012, all
of the Company’s outstanding preference shares (103,292,310) and savings shares (79,912,800) were converted into 157,722,163 ordinary
shares. The conversion ratio was 0.850 ordinary shares per preference share and 0.875 ordinary shares per savings share. As a result, from
21 May 2012, only Fiat S.p.A. ordinary shares are traded on the Mercato Telematico Azionario in Milan.
Following the conversion, 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.
Pursuant to resolutions adopted by the Board of Directors on 3 November 2006, the demerger of activities to Fiat Industrial S.p.A. (now CNH
Industrial N.V.), and resolutions adopted by shareholders at the Extraordinary General Meeting on 4 April 2012, share capital may be increased,
through paid capital contributions, by a maximum of €33,229,112.50 through the issue of up to 9,281,875 new ordinary shares exclusively to
managers employed by the Company and/or its subsidiaries in accordance with the relevant incentive plan.