FIAT INDUSTRIAL SPA 
By 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
Via Nizza 250, 10126 Torino
Tel. +39 011 006 2464, Fax +39 011 006 2094 mediarelations@fiatindustrial.com www.fiatindustrial.com
