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       IT0004644743

FIAT INDUSTRIAL SPA

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Fiat Industrial SpA : Fiat Industrial proposes to convert its saving and preference shares into ordinary shares

10/28/2011 | 01:25am EDT

Press Release

FIAT INDUSTRIAL PROPOSES TO CONVERT ITS SAVING AND PREFERENCE SHARES INTO ORDINARY SHARES

The Board of Directors of Fiat Industrial S.p.A. resolved today to propose to the shareholders the conversion of the Company's preference and savings shares into Fiat Industrial ordinary shares. If approved by the required shareholders' meetings, the proposal will cause the conversion into ordinary shares of all the savings and preference shares.
The proposed conversion is intended to streamline the capital structure and simplify the governance structure of the Company through the elimination of classes of securities that traded at significant discounts to the ordinary shares and with sustained low trading volumes. The Board of Directors believes that the proposed conversion would benefit all shareholders, and deliver enhanced liquidity.
The Board of Directors intends to propose an exchange ratio for the conversion equal to 0.700 ordinary shares for each preference share and to 0.725 ordinary shares for each savings share. Preference shares and savings shares will retain any economic rights with respect to the 2011 financial year. The ordinary shares issued after the conversions would be eligible for dividends (to the extent declared) with respect to the 2012 financial results.
The above proposals will be submitted for approval to the shareholders at the general meeting (extraordinary part) to be called with the usual timing to approve the 2011 financial statements. In addition the proposals will be submitted to the approval of the special meetings of the preference and savings shareholders respectively.
If the proposed conversions obtain the approval of the extraordinary shareholders meeting and of the special meeting of the holders of the relevant class of shares, holders of preference shares and savings shares who did not participate in the approval of the proposed conversions (i.e., holders who did not attend the meetings or voted against the proposed resolution or abstained) will be entitled to exercise withdrawal rights for a fifteen-day period following the registration of such resolutions with the Register of Enterprises. The consideration to be paid to the withdrawing shareholders shall be determined and announced in accordance with applicable law.
Each of the proposed conversions will be conditional upon the aggregate cash amount that the Company may be required to pay to withdrawing shareholders pursuant to article 2437-quarter of the Italian Civil Code, not exceeding in aggregate Euro 56 million for the preference shares and Euro 44 million for the saving shares. In any event the cash disbursement by the Company in connection with the exercise of withdrawal rights will not exceed the total amount of Euro 100 million.
Commenting on the above conversions, Mr. Marchionne, Chairman of the Company, stated: "I believe that the simplification of the capital structure of the company would be beneficial to all shareholders and meet the expectations of the financial markets".
Turin, 27 October 2011

Fiat Industrial S.p.A.

Via Nizza 250, 10126 Torino

Tel. +39 011 006 2464, Fax +39 011 006 2094 mediarelations@fiatindustrial.com www.fiatindustrial.com


© Publicnow 2011
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