Chrysler 2013 Annual Report Download - page 361

360
b) Authorization for the Purchase and Disposal of Own Shares
Shareholders,
On 9 April 2013, 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. No shares were repurchased under
that authorization with the exception of the 9,424 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
in 2012. 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 2012 you approved a 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 (of which 24 million of shares available for allocation to senior managers), in addition to the 16,920,000 shares
necessary to service the incentive plans already existing at the time. Given the changing organization and business environment since the
approval of the LTI Plan, in 2013 the Company elected not to utilize the authorization contemplated by the LTI Plan regarding senior managers
including Executives with Strategic Responsibilities and no LTI Plan awards were granted. The Group intends to propose an integrated
Fiat-Chrysler long term incentive program applicable also to employees of Chrysler Group LLC and its subsidiaries, which would replace the
LTI Plan (the LTI Plan is not applicable to the employees of Chrysler Group and its subsidiaries). At 27 February 2014, the Company held
34,577,882 own 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 9 October
2014. 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 27 February 2014).
Purchases may be made on one or more occasions on regulated markets, in accordance with the terms and procedures established by Borsa
Italiana and consistent with equality of treatment for all shareholders. Should the opportunity arise, purchases may also be made through a
public tender offer, offer for exchange, or other permitted procedure.
Motions for AGM