Fiat/Chrysler - General meeting of Fiat shareholders & 2011 sustainability report
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04-08-2012 | 05:45 AM
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Fiat/Chrysler - General meeting of Fiat shareholders & 2011 sustainability report
My apologies if this is in the wrong place or if I should not be posting it on the forum, I just feel this news is relevant to owners and shareholders that may be on the forum and not received a copy?
Best wishes,
HH
=======
Fiat/Chrysler - GENERAL MEETING OF FIAT SHAREHOLDERS
Turin, 4 April 2012
- 2011 Financial Statements approved
- Total dividend of €39.7 million (€22.4 million for preference shares and €17.3 million for savings shares)
- Boards of Directors and Statutory Auditors elected for 2012-2014
- Increase in fees for independent auditors Reconta Ernst & Young to reflect the acquisition of the control of Chrysler Group
- Compensation Policy and Incentive Plan approved. Share buy-back authorization renewed for €1.2 billion, including the €259 million in own shares already held
- Mandatory conversion of preference and savings shares into ordinary shares approved at extraordinary session of the General Meeting
At the Fiat S.p.A. General Meeting (both ordinary and extraordinary sessions), shareholders approved the 2011 Financial Statements and a dividend of €0.217 (gross) per preference and savings share. The dividend will be payable from April 26th, with coupon detachment on April 23rd.
Shareholders voted to set the number of Board members at 9, and elected John Elkann, Sergio Marchionne, Andrea Agnelli, Tiberto Brandolini d’Adda, René Carron, Luca Cordero di Montezemolo, Gian Maria Gros-Pietro and Patience Wheatcroft, candidates from the list presented by Exor S.p.A. (which holds 30.47% of Fiat’s ordinary shares), and Joyce Victoria Bigio, candidate from the list presented by a group of Italian and international asset managers and institutional investors (which hold a combined 1.86% of Fiat ordinary shares). René Carron, Gian Maria Gros-Pietro, Patience Wheatcroft and Joyce Victoria Bigio declared that they meet the requirements for qualification as independent directors.
The Board of Statutory Auditors was also elected and includes Lionello Jona Celesia and Piero Locatelli as regular auditors, candidates from the list presented by Exor S.p.A., and Ignazio Carbone, who will serve as Chairman, candidate from the list presented by the same group of asset managers and institutional investors referred to above. Lucio Pasquini, Fabrizio Mosca and Corrado Gatti were elected as alternate auditors. CVs for the candidates and information on the lists presented are available on the corporate website (FIAT S.p.A. - Home).
Shareholders also approved an increase in fees for Reconta Ernst & Young S.p.A. for the nine-year period 2012-2020 in relation to the acquisition of control of Chrysler Group LLC.
In addition, Shareholders approved the Compensation Policy, pursuant to Article 123-ter of Legislative Decree 58/98, and adoption of the Incentive Plan, details of which have already been publicly disclosed.
The authorization was also renewed for the purchase and disposal of own shares, including through subsidiaries, and the previous authorization given on 30 March 2011 was revoked. The authorization provides for the purchase of a maximum number of shares, for all three classes, not to exceed the legally established percentage of share capital or an aggregate value of €1.2 billion, inclusive of the €259 million in Fiat shares already held. Under that authorization, the Company may also purchase, as it deems appropriate, preference and savings shares from special shareholders exercising their right of withdrawal in relation to the conversion.
As announced, the buy-back program is currently on hold and the Company has no obligation to buy back shares under the authorization. The buy-back authorization is valid for a period of 18 months and any buy-backs must be executed in the manner established by law and at a price which is within 10% of the reference price published by Borsa Italiana on the date prior to the purchase, with the exception of shares purchased from shareholders exercising their right of withdrawal in relation to which the price established under Article 2437-ter of the Civil Code shall apply.
Finally, at the extraordinary session, shareholders approved the mandatory conversion of the 103,292,310 preference shares and the 79,912,800 savings shares into ordinary shares having the same characteristics as those already in issue and with distribution rights accruing from 1 January 2012. The approved conversion ratio is 0.850 ordinary shares per preference share and 0.875 ordinary shares per savings share. As announced on 2 April 2012, the mandatory conversion of preference and savings shares into the Company's ordinary shares has already been approved by the respective holders of those special classes.
Holders of preference and savings shares not voting in favor of the conversion may exercise their right of withdrawal for a period of 15 days after the resolution approving the conversion has been filed with the Companies Register. In the event of withdrawal, the redemption amount payable is €3.317 per preference share and €3.458 per savings share.
Conversion of the preference shares is subject to the maximum amount payable by the Company as a result of holders of preference shares exercising the right of withdrawal pursuant to Article 2437-quater of the Civil Code not exceeding an aggregate of €56 million. Conversion of the savings shares is subject to the maximum amount payable by the Company as a result of holders of savings shares exercising the right of withdrawal pursuant to Article 2437-quater of the Civil Code not exceeding an aggregate of €44 million.
To ensure holders of preference and savings shares who did not vote in favour of the respective resolutions have the opportunity to exercise their right of withdrawal, the Company will communicate the date the resolution is filed with the Companies Register to the market pursuant to the legally established procedure and deadline. In addition, the Company will also communicate the number of shares in relation to which the right of withdrawal has been exercised and, on that basis, confirm whether or not the conversion will proceed through a public announcement issued within 10 business days following expiry of the withdrawal period.
At the extraordinary session of the General Meeting, Shareholders also approved an increase in par value per share, subsequent to the conversion of the preference and savings shares, to €3.58 (from €3.50) through utilization of €10,841,907.34 from the share premium reserve, resulting in total share capital increasing to €4,476,441,927.34.
Immediately after the conclusion of the General Meeting a meeting of the Board of Directors took place, during which John Elkann was confirmed as Chairman and Sergio Marchionne was confirmed as Chief Executive Officer and both were granted the relevant powers.
In addition, the Board of Directors also confirmed that René Carron, Gian Maria Gros-Pietro, Patience Wheatcroft and Joyce Victoria Bigio meet the requirements to qualify as independent directors and appointed the Board Committees, as follows:
Internal Control and Risk Committee
Gian Maria Gros-Pietro Chairman
Joyce Victoria Bigio
René Carron
Compensation Committee
René Carron Chairman
Gian Maria Gros-Pietro
Patience Wheatcroft
Nominating, Corporate Governance and Sustainability Committee
John Elkann Chairman
Joyce Victoria Bigio
Patience Wheatcroft
-----------
Fiat/Chrysler - FIAT GROUP AND CHRYSLER GROUP ANNOUNCE PUBLICATION OF FIAT S.P.A. 2011 SUSTAINABILITY REPORT
- First year that the report reflects the combined results of the Fiat Group and Chrysler Group sustainability initiatives
- Report reflects the shared commitment to sustainability and progress on economic, environmental and social aspects
- Achieved maximum Global Reporting Initiative Application Level A+
Turin, Italy and Auburn Hills, Mich. – Fiat Group and Chrysler Group today announced the release of the Fiat S.p.A. 2011 Sustainability Report. This report marks the first time the two organizations are reporting on the combined results of the Fiat Group and Chrysler Group sustainability initiatives.
“The integration process of Fiat and Chrysler Group actually began from the moment we initiated our partnership and it has been a very natural process given our shared values and determination to grow responsibly and in harmony with the environment and local communities,” said Sergio Marchionne, Chief Executive Officer, Fiat S.p.A. and Chairman and Chief Executive Officer, Chrysler Group LLC. “Sustainability is an integral part of how both organizations do business.”
The theme of the 2011 Sustainability Report is “open road” - a fitting metaphor for the journey of discovery, challenge and continuous improvement that Fiat Group and Chrysler Group have embarked on together.
The report was externally audited and assured by SGS Italia S.p.A., in accordance with the AA1000APS-2008 standard and the Global Reporting Initiative (GRI) guidelines achieving the maximum Application Level A+, confirmed also by the GRI organization, in compliance with the new GRI G3.1 requirements. The GRI is the most widely used reporting framework for performance on environmental, social and other corporate citizenship issues.
The report includes information on the Group’s efforts and achievements with respect to governance; innovation; ecological mobility; manufacturing and other processes; human resource management; and relationships with communities, the dealer and service network, customers and suppliers.
Among the highlights of the report are:
- 30 pages devoted to details on the aligned Fiat Group and Chrysler Group commitments for the future in all areas of sustainable development
- Information on progress towards reducing fuel consumption and vehicle emissions by leveraging each organization’s strengths, including, for the fifth consecutive year, the Fiat leadership in Europe, among the best-selling brands, for cars with the lowest average CO2 emissions levels
- Achievements with respect to meeting the highest international safety standards, including information on the 11 Chrysler Group vehicles named “Top Safety Pick for 2012” by the U.S. Insurance Institute for Highway Safety, as well as the nine Fiat Group Automobiles models that have achieved the maximum Euro NCAP rating
- Significant advances reducing the environmental impact of production processes: total 2011 CO2 emissions per vehicle produced at Fiat Group Automobiles and Chrysler Group assembly and stamping plants were down 10% and water consumption per vehicle produced was down 18.5% compared with the 2010 levels
- Investment of €270 million for health and safety in the workplace aimed at overall employee well-being.
The complete report can be found at:
FIAT S.p.A. - Landing Sustainability and Chrysler Group LLC - Sustainability
Contacts:
Fiat Corporate Communication
Office: +39 011 00 63088
Fax: +39 011 00 62459
mediarelations@fiatspa.com
Chrysler Group Communications
Office: +1 (248) 512-4111
Cell: +1 (248) 622-8243
Fax: +1 (248) 576-7369
mary.gauthier@chrysler.com
Best wishes,
HH
=======
Fiat/Chrysler - GENERAL MEETING OF FIAT SHAREHOLDERS
Turin, 4 April 2012
- 2011 Financial Statements approved
- Total dividend of €39.7 million (€22.4 million for preference shares and €17.3 million for savings shares)
- Boards of Directors and Statutory Auditors elected for 2012-2014
- Increase in fees for independent auditors Reconta Ernst & Young to reflect the acquisition of the control of Chrysler Group
- Compensation Policy and Incentive Plan approved. Share buy-back authorization renewed for €1.2 billion, including the €259 million in own shares already held
- Mandatory conversion of preference and savings shares into ordinary shares approved at extraordinary session of the General Meeting
At the Fiat S.p.A. General Meeting (both ordinary and extraordinary sessions), shareholders approved the 2011 Financial Statements and a dividend of €0.217 (gross) per preference and savings share. The dividend will be payable from April 26th, with coupon detachment on April 23rd.
Shareholders voted to set the number of Board members at 9, and elected John Elkann, Sergio Marchionne, Andrea Agnelli, Tiberto Brandolini d’Adda, René Carron, Luca Cordero di Montezemolo, Gian Maria Gros-Pietro and Patience Wheatcroft, candidates from the list presented by Exor S.p.A. (which holds 30.47% of Fiat’s ordinary shares), and Joyce Victoria Bigio, candidate from the list presented by a group of Italian and international asset managers and institutional investors (which hold a combined 1.86% of Fiat ordinary shares). René Carron, Gian Maria Gros-Pietro, Patience Wheatcroft and Joyce Victoria Bigio declared that they meet the requirements for qualification as independent directors.
The Board of Statutory Auditors was also elected and includes Lionello Jona Celesia and Piero Locatelli as regular auditors, candidates from the list presented by Exor S.p.A., and Ignazio Carbone, who will serve as Chairman, candidate from the list presented by the same group of asset managers and institutional investors referred to above. Lucio Pasquini, Fabrizio Mosca and Corrado Gatti were elected as alternate auditors. CVs for the candidates and information on the lists presented are available on the corporate website (FIAT S.p.A. - Home).
Shareholders also approved an increase in fees for Reconta Ernst & Young S.p.A. for the nine-year period 2012-2020 in relation to the acquisition of control of Chrysler Group LLC.
In addition, Shareholders approved the Compensation Policy, pursuant to Article 123-ter of Legislative Decree 58/98, and adoption of the Incentive Plan, details of which have already been publicly disclosed.
The authorization was also renewed for the purchase and disposal of own shares, including through subsidiaries, and the previous authorization given on 30 March 2011 was revoked. The authorization provides for the purchase of a maximum number of shares, for all three classes, not to exceed the legally established percentage of share capital or an aggregate value of €1.2 billion, inclusive of the €259 million in Fiat shares already held. Under that authorization, the Company may also purchase, as it deems appropriate, preference and savings shares from special shareholders exercising their right of withdrawal in relation to the conversion.
As announced, the buy-back program is currently on hold and the Company has no obligation to buy back shares under the authorization. The buy-back authorization is valid for a period of 18 months and any buy-backs must be executed in the manner established by law and at a price which is within 10% of the reference price published by Borsa Italiana on the date prior to the purchase, with the exception of shares purchased from shareholders exercising their right of withdrawal in relation to which the price established under Article 2437-ter of the Civil Code shall apply.
Finally, at the extraordinary session, shareholders approved the mandatory conversion of the 103,292,310 preference shares and the 79,912,800 savings shares into ordinary shares having the same characteristics as those already in issue and with distribution rights accruing from 1 January 2012. The approved conversion ratio is 0.850 ordinary shares per preference share and 0.875 ordinary shares per savings share. As announced on 2 April 2012, the mandatory conversion of preference and savings shares into the Company's ordinary shares has already been approved by the respective holders of those special classes.
Holders of preference and savings shares not voting in favor of the conversion may exercise their right of withdrawal for a period of 15 days after the resolution approving the conversion has been filed with the Companies Register. In the event of withdrawal, the redemption amount payable is €3.317 per preference share and €3.458 per savings share.
Conversion of the preference shares is subject to the maximum amount payable by the Company as a result of holders of preference shares exercising the right of withdrawal pursuant to Article 2437-quater of the Civil Code not exceeding an aggregate of €56 million. Conversion of the savings shares is subject to the maximum amount payable by the Company as a result of holders of savings shares exercising the right of withdrawal pursuant to Article 2437-quater of the Civil Code not exceeding an aggregate of €44 million.
To ensure holders of preference and savings shares who did not vote in favour of the respective resolutions have the opportunity to exercise their right of withdrawal, the Company will communicate the date the resolution is filed with the Companies Register to the market pursuant to the legally established procedure and deadline. In addition, the Company will also communicate the number of shares in relation to which the right of withdrawal has been exercised and, on that basis, confirm whether or not the conversion will proceed through a public announcement issued within 10 business days following expiry of the withdrawal period.
At the extraordinary session of the General Meeting, Shareholders also approved an increase in par value per share, subsequent to the conversion of the preference and savings shares, to €3.58 (from €3.50) through utilization of €10,841,907.34 from the share premium reserve, resulting in total share capital increasing to €4,476,441,927.34.
Immediately after the conclusion of the General Meeting a meeting of the Board of Directors took place, during which John Elkann was confirmed as Chairman and Sergio Marchionne was confirmed as Chief Executive Officer and both were granted the relevant powers.
In addition, the Board of Directors also confirmed that René Carron, Gian Maria Gros-Pietro, Patience Wheatcroft and Joyce Victoria Bigio meet the requirements to qualify as independent directors and appointed the Board Committees, as follows:
Internal Control and Risk Committee
Gian Maria Gros-Pietro Chairman
Joyce Victoria Bigio
René Carron
Compensation Committee
René Carron Chairman
Gian Maria Gros-Pietro
Patience Wheatcroft
Nominating, Corporate Governance and Sustainability Committee
John Elkann Chairman
Joyce Victoria Bigio
Patience Wheatcroft
-----------
Fiat/Chrysler - FIAT GROUP AND CHRYSLER GROUP ANNOUNCE PUBLICATION OF FIAT S.P.A. 2011 SUSTAINABILITY REPORT
- First year that the report reflects the combined results of the Fiat Group and Chrysler Group sustainability initiatives
- Report reflects the shared commitment to sustainability and progress on economic, environmental and social aspects
- Achieved maximum Global Reporting Initiative Application Level A+
Turin, Italy and Auburn Hills, Mich. – Fiat Group and Chrysler Group today announced the release of the Fiat S.p.A. 2011 Sustainability Report. This report marks the first time the two organizations are reporting on the combined results of the Fiat Group and Chrysler Group sustainability initiatives.
“The integration process of Fiat and Chrysler Group actually began from the moment we initiated our partnership and it has been a very natural process given our shared values and determination to grow responsibly and in harmony with the environment and local communities,” said Sergio Marchionne, Chief Executive Officer, Fiat S.p.A. and Chairman and Chief Executive Officer, Chrysler Group LLC. “Sustainability is an integral part of how both organizations do business.”
The theme of the 2011 Sustainability Report is “open road” - a fitting metaphor for the journey of discovery, challenge and continuous improvement that Fiat Group and Chrysler Group have embarked on together.
The report was externally audited and assured by SGS Italia S.p.A., in accordance with the AA1000APS-2008 standard and the Global Reporting Initiative (GRI) guidelines achieving the maximum Application Level A+, confirmed also by the GRI organization, in compliance with the new GRI G3.1 requirements. The GRI is the most widely used reporting framework for performance on environmental, social and other corporate citizenship issues.
The report includes information on the Group’s efforts and achievements with respect to governance; innovation; ecological mobility; manufacturing and other processes; human resource management; and relationships with communities, the dealer and service network, customers and suppliers.
Among the highlights of the report are:
- 30 pages devoted to details on the aligned Fiat Group and Chrysler Group commitments for the future in all areas of sustainable development
- Information on progress towards reducing fuel consumption and vehicle emissions by leveraging each organization’s strengths, including, for the fifth consecutive year, the Fiat leadership in Europe, among the best-selling brands, for cars with the lowest average CO2 emissions levels
- Achievements with respect to meeting the highest international safety standards, including information on the 11 Chrysler Group vehicles named “Top Safety Pick for 2012” by the U.S. Insurance Institute for Highway Safety, as well as the nine Fiat Group Automobiles models that have achieved the maximum Euro NCAP rating
- Significant advances reducing the environmental impact of production processes: total 2011 CO2 emissions per vehicle produced at Fiat Group Automobiles and Chrysler Group assembly and stamping plants were down 10% and water consumption per vehicle produced was down 18.5% compared with the 2010 levels
- Investment of €270 million for health and safety in the workplace aimed at overall employee well-being.
The complete report can be found at:
FIAT S.p.A. - Landing Sustainability and Chrysler Group LLC - Sustainability
Contacts:
Fiat Corporate Communication
Office: +39 011 00 63088
Fax: +39 011 00 62459
mediarelations@fiatspa.com
Chrysler Group Communications
Office: +1 (248) 512-4111
Cell: +1 (248) 622-8243
Fax: +1 (248) 576-7369
mary.gauthier@chrysler.com
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