2006 Annual Report - Fiat SpA

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Items on the Agenda and Related Reports and Motions Items on the Agenda and Related Reports and Motions 329
Motion for Approval of the Financial Statements and Allocation of the 2006 Net Income Stockholders, We submit for your approval the Financial Statements for the fiscal year ended December 31, 2006, the first prepared in accordance with International Financial Reporting Standards (IFRS), and we propose that the net income for the year of 2,343,374,972 be allocated as follows: ■ 553,411,863 euros to fully cover the losses carried forward; ■ 89,498,155 euros to the Legal Reserve; ■ to Stockholders a dividend of: – 0.155 euros per ordinary share (equivalent to approximately 169.3 million euros); – 0.31 euros per preference share (equivalent to approximately 32 million euros); – 0.93 euros per savings share (equivalent to approximately 74.3 million euros), which include the dividend of 0.31 euros pertaining to 2006, and the two dividends of 0.31 euros each pertaining to 2005 and 2004, when no dividend was paid; ■ to Retained earnings the residual amount (equal to approximately 1,424.9 million euros). The ex-dividend date is May 24, 2007, with detachment of the coupon on May 21, 2007. It will be paid to the shares outstanding at the coupon detachment date, excluding treasury shares. Turin, February 20, 2007 On behalf of the Board of Directors Luca Cordero di Montezemolo Chairman 330 Items on the Agenda and Related Reports and Motions Motion for the Purchase of Own Shares and Modalities of their Disposition Stockholders, We propose that you authorise the Board of Directors to purchase own shares and dispose of them also through the Group subsidiaries, subject to the limits and procedures provided for by the applicable provisions of the Italian Civil Code, the combined provisions of Article 132 of Legislative Decree no. 58 of February 24, 1998 and Article 144 bis of the Issuer Regulation, and other applicable laws and regulations. This authorization will allow not only the necessary servicing of the stock option plans but will consent a strategic investment opportunity for all the purposes permitted by the law. We propose that you authorise the purchase of own shares of all three classes of stock over a period of eighteen months and for an amount which should not exceed the maximum legal limit equal to 10% of the Company’s capital, inclusive of the Fiat shares already owned by the Company and those owned by its subsidiaries. The shares currently owned by Fiat S.p.A. represent approximately 0.3% of the Company capital stock, while the other Group companies do not own Fiat shares. The maximum and minimum purchase price per share will be directly related to the market quotations and namely to the reference price reported on the Stock Exchange on the day before the intended purchase, with the maximum and minimum prices being 10% more or less than such reference, respectively. Nevertheless, we intend to maintain available reserves for purchases of an aggregate maximum amount of 1 billion and four hundred million euros, including previously restricted reserves for owned stock. The purchases will be made on regulated markets in accordance with the terms and procedures set forth by Borsa Italiana, consistently with equal treatment of stockholders. However, should the opportunity arise, they might also be made through a tender offer, offer for exchange, or other allowed procedures. We also request authorisation to dispose of the own shares on one or more occasions, without time limits or restraints and in accordance with the terms and procedures allowed by law. The own shares may also be used to service the stock option plans previously granted to directors and executives and for any additional stock plans that might be resolved by the Board of Directors in future. In such event, the shares will be sold at the prices set when the stock options were granted. Turin, February 20, 2007 On behalf of the Board of Directors Luca Cordero di Montezemolo Chairman Items on the Agenda and Related Reports and Motions 331
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Annual Report Consolidated and Stat
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But it does move. Galileo Galilei
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Letter from the Chairman and the Ch
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The Fiat Group The Fiat Group perfo
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Stockholders Financial communicatio
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in 2003, and now the Panda Hydrogen
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The meeting with the EWC Selected C
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Revenues by Business Area (in milli
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The breakdown of trading profit by
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Investment income was 156 million e
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If working capital is restated to i
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Financial Services Revenues (in mil
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Statement of Changes in Net Industr
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strategic consistency, economic fea
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The Board of Directors, at its meet
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There can be no motion without some
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Fiat Auto - Fiat, Alfa Romeo, Lanci
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Maserati Operating Performance In 2
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Trucks and Commercial Vehicles Ivec
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Fiat Powertrain Technologies Operat
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Metallurgical Products - Teksid Pro
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Motion for Approval of the Financia
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Consolidated Income Statement (*) (
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Statement of Changes in Stockholder
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partially from the market: the rema
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Measurement Investments in unconsol
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charges for risk provisions and wri
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Union market for the Fiat Auto and
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Composition and principal changes I
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Net financial expenses in 2006 (exc
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Year of expiry Total at December Be
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The net carrying amount of Intangib
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14. Property, plant and equipment I
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In 2005 Changes in accumulated depr
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esulting in a reduction of 1,213 mi
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Receivables from financing activiti
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(the residual debt of the Exchangea
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The reconciliation of the number of
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A summary of outstanding stock opti
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Under the CNH EIP, performance-base
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26. Provisions for employee benefit
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Changes in the present value of Pos
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■ Commercial risks - This provisi
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31, 2006 (872 million euros at Dece
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Fidis Retail Italia (FRI) All the r
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Other and Magneti Business elimina-
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Credit risk The maximum credit risk
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The increase over the prior year re
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■ Current trade receivables of 78
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The book value at the disposal date
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198 Appendix The Companies of the F
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Subsidiaries consolidated on a line
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% of Group % of consoli- Interest %
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Subsidiaries accounted for using th
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Page 119 and 120: 234 Financial Review of Fiat S.p.A.
Page 121 and 122: (*) (*) Income Statement Balance Sh
Page 123 and 124: Income Statement pursuant to Consob
Page 125 and 126: When an impairment loss on assets s
Page 127 and 128: Provisions The company recognises p
Page 129 and 130: 4. Other operating income Other ope
Page 131 and 132: Net income from derivative financia
Page 133 and 134: 12. Property, plant and equipment T
Page 135 and 136: 15. Other non-current assets At Dec
Page 137 and 138: Regarding changes in 2005, the Mand
Page 139 and 140: A summary of outstanding stock opti
Page 141 and 142: The amounts recognised in the Incom
Page 143 and 144: The item Payables to Group companie
Page 145 and 146: These relate to: ■ guarantees of
Page 147 and 148: Counterparty Other Current Other No
Page 149 and 150: 32. Significant non-recurring trans
Page 151 and 152: Fees paid to Members of the Board o
Page 153 and 154: Financial statement format Fiat S.p
Page 155 and 156: Deferred tax assets Reclassificatio
Page 157 and 158: Reconciliation of net profit (loss)
Page 159 and 160: B. Employee benefits The employees
Page 161 and 162: Auditors’ Reports Auditors’ Rep
Page 163 and 164: Reports of the Board of Statutory A
Page 165: that numerous transactions involvin
Page 169 and 170: Motion to amend Articles 9, 11, 12,
Page 171 and 172: Stockholders Meeting and will be ef
Page 173 and 174: Graphic design Atelier Roger Pfund,
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2006 Annual Report - Fiat SpA

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