Chrysler 2014 Annual Report Download - page 274

272 2014 | ANNUAL REPORT
Company Financial
Statements
Other Information
Other Information
Independent Auditor’s Report
The report of the Company’s independent auditor, Ernst & Young Accountants LLP, the Netherlands is set forth
following this Annual Report.
Dividends
Dividends will be determined in accordance with the articles 23 of the Articles of Association of Fiat Chrysler
Automobiles N.V. The relevant provisions of the Articles of Association read as follows:
1. The Company shall maintain a special capital reserve to be credited against the share premium exclusively for the
purpose of facilitating any issuance or cancellation of special voting shares. The special voting shares shall not
carry any entitlement to the balance of the special capital reserve. The Board of Directors shall be authorized to
resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares or (ii) re-allocation
of amounts to credit or debit the special capital reserve against or in favor of the share premium reserve.
2. The Company shall maintain a separate dividend reserve for the special voting shares. The special voting shares
shall not carry any entitlement to any other reserve of the Company. Any distribution out of the special voting rights
dividend reserve or the partial or full release of such reserve will require a prior proposal from the Board of Directors
and a subsequent resolution of the meeting of holders of special voting shares.
3. From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of
Directors may determine.
4. The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend
reserve an amount equal to one percent (1%) of the aggregate nominal value of all outstanding special voting
shares. The calculation of the amount to be allocated and added to the special voting shares dividend reserve
shall occur on a time-proportionate basis. If special voting shares are issued during the financial year to which the
allocation and addition pertains, then the amount to be allocated and added to the special voting shares dividend
reserve in respect of these newly issued special voting shares shall be calculated as from the date on which such
special voting shares were issued until the last day of the financial year concerned. The special voting shares shall
not carry any other entitlement to the profits.
5. Any profits remaining thereafter shall be at the disposal of the general meeting of Shareholders for distribution of
profits on the common shares only, subject to the provision of paragraph 8 of this article.
6. Subject to a prior proposal of the Board of Directors, the general meeting of Shareholders may declare and pay
distribution of profits and other distributions in United States Dollars. Furthermore, subject to the approval of the
general meeting of Shareholders and the Board of Directors having been designated as the body competent
to pass a resolution for the issuance of shares in accordance with Article 6, the Board of Directors may decide
that a distribution shall be made in the form of shares or that Shareholders shall be given the option to receive a
distribution either in cash or in the form of shares.
7. The Company shall only have power to make distributions to Shareholders and other persons entitled to
distributable profits to the extent the Company’s equity exceeds the sum of the paid in and called up part of the
share capital and the reserves that must be maintained pursuant to Dutch law and the Company’s Articles of
Association. No distribution of profits or other distributions may be made to the Company itself for shares that the
Company holds in its own share capital.
8. The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that the
same is permitted.