annual report - FIAT SpA

In this respect capital means the value brought into Fiat S.p.A. by its shareholders (share capital plus the additional
paid-in capital reserve less treasury shares, equal to €7,261 million at 31 December 2010, unchanged compared to
31 December 2009) and the value generated by the Group in terms of the results achieved in operations (retained
earnings and other reserves, equal in total, before the result for the year, to €3,287 million at 31 December 2010 and
€2,945 million at 31 December 2009, excluding gains and losses recognised directly in equity and non-controlling
interests).
The following table provides a reconciliation between the number of shares outstanding at 31 December 2008 and the
number outstanding at 31 December 2010:
(Purchases)/
(Purchases)/
At
Sales of
At
Sales of
At 31
31 December Capital treasury 31 December Capital treasury December
(number of shares in thousands)
2008 increase shares 2009 increase shares
2010
Ordinary shares issued 1,092,247 - - 1,092,247 - - 1,092,247
Less: Treasury shares (38,568) - - (38,568) - - (38,568)
Ordinary shares outstanding 1,053,679 - - 1,053,679 - - 1,053,679
Preference shares issued 103,292 - - 103,292 - - 103,292
Less: Treasury shares - - - - - - -
Preference shares outstanding 103,292 - - 103,292 - - 103,292
Savings shares issued 79,913 - - 79,913 - - 79,913
Less: Treasury shares - - - - - - -
Savings shares outstanding 79,913 - - 79,913 - - 79,913
Total Shares issued by Fiat S.p.A. 1,275,452 - - 1,275,452 - - 1,275,452
Less: Treasury shares (38,568) - - (38,568) - - (38,568)
Total Fiat S.p.A. outstanding shares 1,236,884 - - 1,236,884 - - 1,236,884
Treasury Shares
Treasury shares consist of 38,568,458 Fiat S.p.A. ordinary shares for an amount of €656.6 million (unchanged
compared to 31 December 2009).
These Treasury shares were purchased under an original authorisation for the purchase and disposal of treasury
shares (the “Programme”) renewed by Shareholders in general meeting on 27 March 2009 and already granted by the
general meeting on 31 March 2008. The authorisation provided for the purchase of a maximum number of shares, for
all three classes combined, not to exceed 10% of share capital or a purchase value of €1.8 billion, inclusive of the
already restricted reserves of €656.6 million.
In order amongst other things to maintain the necessary operating flexibility over an adequate time period and given
that their authorisation expired on 27 September 2010, on 26 March 2010 Shareholders in general meeting extended
the term permitted for the purchase and disposal of treasury shares, including transactions carried out through
subsidiary companies, by a further 18 months period, at the same time revoking the authorisation given by them in the
general meeting of 27 March 2009 to the extent not exercised at that date. The authorisation provided for the
purchase of a maximum number of shares, for all three classes combined, not to exceed 10% of share capital or a
purchase value of €1.8 billion, inclusive of the €656.6 million in Fiat shares already held by the Company.
At the extraordinary general meeting held on 16 September 2010, in consideration of the reduction in the par value of
Fiat S.p.A. shares from €5 to €3.5 per share, Shareholders approved a reduction in the authorisation for the purchase
of treasury shares to a maximum value of €1.2 billion. The condition that the total number of shares, in all three
classes, may not exceed 10% of share capital and all other provisions approved by Shareholders on 26 March 2010
shall continue to apply.
Reaffirming that the share buy-back programme has been placed on hold, the Board of Directors in consideration of
the fact that the current authorisation expires on 26 September 2011 and to maintain the necessary operating
flexibility for an adequate period, has decided to propose to shareholders at the Annual General Meeting that the
authorisation for the purchase be renewed for a period of 18 months and for a maximum amount of shares for the
three classes not to exceed the legally established percentage of share capital, or €1.2 billion including the existing
reserve for treasury shares, that after the effects arising from the Demerger described below amounts to €289 million.
Should the proposal be approved, the Company would, however, have no obligation to buyback shares.
Fiat Group Consolidated Financial Statements at 31 December 2010 171