Chrysler 2015 Annual Report Download - page 97

2015 | ANNUAL REPORT 97
Issuance of Shares
The general meeting of shareholders or alternatively the Board of Directors, if it has been designated to do so by the
general meeting of shareholders, shall have authority to resolve on any issuance of shares and rights to subscribe for
shares. The general meeting of shareholders shall, for as long as any such designation of the Board of Directors for this
purpose is in force, no longer have authority to decide on the issuance of shares and rights to subscribe for shares.
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 general meeting of shareholders or the Board of Directors if so designated in accordance with the Articles of
Association, shall decide on the price and the further terms and conditions of issuance, with due observance of what
has been provided in relation thereto in Dutch law and the Articles of Association.
If the Board of Directors is designated to have authority to decide on the issuance of shares or rights to subscribe for
shares, such designation shall specify the class of shares and the maximum number of shares or rights to subscribe
for shares that can be issued under such designation. When making such designation the duration thereof, which shall
not be for more than five years, shall be resolved upon at the same time. The designation may be extended from time
to time for periods not exceeding five years. The designation may not be withdrawn unless otherwise provided in the
resolution in which the designation is made.
Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a
currency other than euro may only be made with the consent of the Company.
The Board of Directors has also been designated 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 common shares every holder of common shares shall have a right of pre-emption with
regard to the common shares or rights to subscribe for common shares to be issued in proportion to the aggregate
nominal value of his common shares, provided however that no such right of pre-emption shall exist in respect of
shares or rights to subscribe for common shares to be issued to employees of the Company or of a group company
pursuant to any option plan of the Company.
A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
In the event of an issuance of special voting shares to qualifying shareholders, shareholders shall not have any right of
pre-emption.
The general meeting of shareholders or the Board of Directors, as the case may be, shall decide when passing the
resolution to issue shares or rights to subscribe for shares in which manner the shares shall be issued and, to the
extent that rights of pre-emption apply, within what period those rights may be exercised.
Corporate Offices and Home Member State
The Company is incorporated under the laws of the Netherlands. It has its corporate seat in Amsterdam, the
Netherlands, and the place of effective management of the Company is in the United Kingdom.
The business address of the Board of Directors and the senior managers is 25 St. James’s Street, SW1A1HA London,
United Kingdom.
The Company is registered at the Dutch trade register under number 60372958 and at the Companies House in the
United Kingdom under file number FC031853.
The Netherlands is FCA’s home member state for the purposes of the EU Transparency Directive (Directive 2004/109/
EC, as amended).