Chrysler 2014 Annual Report Download - page 108

106 2014 | ANNUAL REPORT
Corporate Governance
For each general meeting of shareholders, the Board of Directors may decide that shareholders shall be entitled to
attend, address and exercise voting rights at such meeting through the use of electronic means of communication,
provided that shareholders who participate in the meeting are capable of being identified through the electronic means
of communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights (if
applicable). The Board of Directors may set requirements for the use of electronic means of communication and state
these in the convening notice. Furthermore, the Board of Directors may for each general meeting of shareholders
decide that votes cast by the use of electronic means of communication prior to the meeting and received by the
Board of Directors shall be considered to be votes cast at the meeting. Such votes may not be cast prior to the
Record Date. Whether the provision of the foregoing sentence applies and the procedure for exercising the rights
referred to in that sentence shall be stated in the notice.
Prior to being allowed admittance to a meeting, a shareholder and each person entitled to attend the meeting, or
its attorney, shall sign an attendance list, while stating his name and, to the extent applicable, the number of votes
to which he is entitled. Each shareholder and other person attending a meeting by the use of electronic means of
communication and identified in accordance with the above shall be registered on the attendance list by the Board of
Directors. In the event that it concerns an attorney of a shareholder or another person entitled to attend the meeting,
the name(s) of the person(s) on whose behalf the attorney is acting, shall also be stated. The chairman of the meeting
may decide that the attendance list must also be signed by other persons present at the meeting.
The chairman of the meeting may determine the time for which shareholders and others entitled to attend the general
meeting of shareholders may speak if he considers this desirable with a view to the orderly conduct of the meeting as
well as other procedures that the chairman considers desirable for the efficient and orderly conduct of the business of
the meeting.
Every share (whether common or special voting) shall confer the right to cast one vote.
Shares in respect of which Dutch law determines that no votes may be cast shall be disregarded for the purposes
of determining the proportion of shareholders voting, present or represented or the proportion of the share capital
present or represented.
All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified herein.
Blank votes shall not be counted as votes cast.
All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting by
raising hands or in another manner shall be permitted.
Voting by acclamation shall be permitted if none of the Shareholders present or represented objects.
No voting rights shall be exercised in the general meeting of shareholders for shares owned by the Company or by a
subsidiary of the Company. Pledgees and usufructuaries of shares owned by the Company and its subsidiaries shall
however not be excluded from exercising their voting rights, if the right of pledge or usufruct was created before the
shares were owned by the Company or a subsidiary. Neither the Company nor any of its subsidiaries may exercise
voting rights for shares in respect of which it holds a right of pledge or usufruct.
Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:
a) the number of shares on which valid votes have been cast;
b) the percentage that the number of shares as referred to under a. represents in the issued share capital;
c) the aggregate number of votes validly cast; and
d) the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.