Chrysler 2014 Annual Report Download - page 276

274 2014 | ANNUAL REPORT
Company Financial
Statements
Other Information
f. The Company is not aware of the existence of any agreements with Shareholders which may result in restrictions
on the transfer of shares or limitation of voting rights except the Lock-Up Agreements that the Company’s
Directors, members of the Company’s GEC and Exor have entered into with the underwriters for a period of 90
days after the date of the Prospectus dated December 4, 2014 and concerning the public offering of 87,000,000
common shares of the Company concurrently with the offering of $ 2,500,000,000 in aggregate notional amount
of the “Mandatory Convertible Securities”. The rules governing the appointment and dismissal of members of the
Board of Directors are stated in the Articles of Association of the Company. All members of the Board of Directors
are appointed by the general meeting of Shareholders. The term of office of all members of the Board of Directors
is for a period of approximately one year after appointment, such period expiring on the day the first Annual
General Meeting of Shareholders is held in the following calendar year. The general meeting of Shareholders has
the power to suspend or dismiss any member of the Board of Directors at any time.
g. The rules governing an amendment of the Articles of Association are stated in the Articles of Association and
require a resolution of the general meeting of Shareholders which can only be passed pursuant to a prior proposal
of the Board of Directors.
h. The general powers of the Board of Directors are stated in the Articles of Association of the Company. For a period
of five years from October 12, 2014, the Board of Directors has been irrevocably authorized to issue shares and
rights to subscribe for shares up to the maximum aggregate amount of shares as provided for in the Company’s
authorized share capital as set out in Article 4.1 of the Articles of Association, as amended from time to time. The
Board of Directors has also been designated for the same period as the authorized body to limit or exclude the
rights of pre-emption of shareholders in connection with the authority of the Board of Directors to issue common
shares and grant rights to subscribe for common shares as referred to above. In the event of an issuance of
special voting shares, shareholders have no right of pre-emptions. The Company has the authority to acquire fully
paid-up shares in its own share capital, provided that such acquisition is made for no consideration. Further rules
governing the acquisition of shares by the Company in its own share capital are set out in article 8 of the Articles of
Association.
i. The Company is not a party to any significant agreements which will take effect, will be altered or will be terminated
upon a change of control of the Company as a result of a public offer within the meaning of Section 5:70 of the
Dutch Financial Supervision Acts (Wet ophet financieel toezicht), provided that some of the loan agreements
guaranteed by the Company and certain bonds guaranteed by the Company contain clauses that, as it is
customary for such financial transactions, may require early repayment or termination in the event of a change of
control of the guarantor or the borrower. In certain cases, that requirement may only be triggered if the change of
control event coincides with other conditions, such as a rating downgrade.