Chrysler 2015 Annual Report Download - page 258

258 2015 | ANNUAL REPORT
Company Financial
Statements
Other Information
g. 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 U.S.$ 2,500,000,000 in aggregate notional
amount of the “Mandatory Convertible Securities”.
h. 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. 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.
i. 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.
j. 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.
k. Under the terms of the current Company’s Equity Incentive Plan (attached as Exhibit 4.2. to the Registration
Statement on Form S-8 filed by the Company with the Securities Exchange Commission on January 12, 2015)
vesting of awards under the plan may be accelerated in the event that within 24 months of the occurrence of a
Change of Control (as defined therein) employment of a participant is involuntarily terminated by the Company or
is terminated for Good Reason (as defined therein) by the participant.