Chrysler 2014 Annual Report Download - page 105

2014 | ANNUAL REPORT 103
The Company’s common shares are freely transferable. However, any transfer or disposal of the Company’s common
shares with which special voting shares are associated would trigger the de-registration of such common shares from
the Loyalty Register and the transfer of all relevant special voting shares to the Company. Special voting shares are not
admitted to listing and are transferable only in very limited circumstances. In particular, no shareholder shall, directly or
indirectly: (a) sell, dispose of or transfer any special voting share or otherwise grant any right or interest therein; or (b)
create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special voting share
or any interest in any special voting share.
The purpose of the loyalty voting structure is to grant long-term shareholders an extra voting right by means of
granting a special voting share (shareholders holding special voting shares are entitled to exercise one vote for each
special voting share held and one vote for each common share held), without entitling such shareholders to any
economic rights, other than those pertaining to the common shares. However, under Dutch law, the special voting
shares cannot be excluded from economic entitlements. As a result, pursuant to the Articles of Association, holders
of special voting shares are entitled to a minimum dividend, which is allocated to a separate special dividend reserve
(the “Special Dividend Reserve”). A distribution from the Special Dividend Reserve or the (partial) release of the Special
Dividend Reserve, will require a prior proposal from the board of directors and a subsequent resolution of the meeting
of holders of special voting shares. The power to vote upon the distribution from the Special Dividend Reserve is
the only power that is granted to that meeting, which can only be convened by the Board of Directors as it deems
necessary. The special voting shares do not have any other economic entitlement.
Section 10 of the terms and conditions of the special voting shares include liquidated damages provisions intended to
discourage any attempt by holders to violate the terms thereof. These liquidated damages provisions may be enforced
by the Company by means of a legal action brought by the Company in the courts of the Netherlands. In particular, a
violation of the provisions of the above-mentioned terms and condition concerning the transfer of special voting shares
may lead to the imposition of liquidated damages.
Pursuant to Section 12 of the terms and conditions of the special voting shares, any amendment to the terms and
conditions (other than merely technical, non-material amendments) may only be made with the approval of the general
meeting of shareholders of the Company.
A Shareholder must promptly notify the Company upon the occurrence of a change of control, which is defined in
Article 1.1. of the Articles of Association as including any direct or indirect transfer, carried out through one or a series
of related transactions, by a shareholder that is not an individual (natuurlijk persoon) as a result of which (i) a majority of
the voting rights of such shareholder, (ii) the de facto ability to direct the casting of a majority of the votes exercisable
at general meetings of shareholders of such shareholder and/or (iii) the ability to appoint or remove a majority of the
directors, executive directors or board members or executive officers of such shareholder or to direct the casting of
a majority or more of the voting rights at meetings of the board of directors, governing body or executive committee
of such shareholder has been transferred to a new owner. No change of control shall be deemed to have occurred if
(a) the transfer of ownership and/or control is an intragroup transfer under the same parent company, (b) the transfer
of ownership and/or control is the result of the succession or the liquidation of assets between spouses or the
inheritance, inter vivo donation or other transfer to a spouse or a relative up to and including the fourth degree or (c)
the fair market value of the Qualifying Common Shares held by such shareholder represents less than twenty percent
(20%) of the total assets of the Transferred Group at the time of the transfer and the Qualifying Common Shares held
by such shareholder, in the sole judgment of the Company, are not otherwise material to the Transferred Group or the
change of control transaction.
Article 1.1. of the Articles of Association defines “Transferred Group” as comprising the relevant shareholder together
with its affiliates, if any, over which control was transferred as part of the same change of control transaction, as such
term is defined in the above mentioned Article of the Articles of Association. A change of control will trigger the de-
registration of the relevant Qualifying Common Shares from the Loyalty Register and the suspension of the special
voting rights attached to the Qualifying Common Shares.