In january 2012 fiat announced that the third

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In January 2012, Fiat announced that the third performance event (“Ecological Event”) established inChrysler’s LLC OperatingAgreement, as amended through the date hereof, had been achieved, leading to a further 5% increase of its holding in Chrysler. At 31December 2012 Fiat had a 58.5% ownership interest in Chrysler.At the date of this Annual report, Fiat holds the following options and rights:VEBA Trust Call Option: the VEBA Trust granted Fiat a call option on a portion of the Class A membership interests held by theVEBA Trust. This call option is exercisable from 1 July 2012 to 30 June 2016, and covers up to 40% of the membership interestscurrently held by the VEBA Trust, less any membership interests previously transferred under theEquity Recapture Agreementdescribed below, and may be exercised for no more than 8% of such membership interests in any six month period. The price ofthe membership interests acquired in connection with the exercise of the VEBA Trust Call Option is dependent on whether or not aChrysler Group Initial Public Offering (“IPO”) has been completed at the time the option is exercised. If a Chrysler Group IPO has notoccurred, the exercise price for this option is determined using a defined market-based multiple, not to exceed Fiat’s multiple, appliedto Chrysler Group’s reported EBITDA for the most recent four quarters, less net industrial debt. If exercised contemporaneouslywith a Chrysler Group IPO, the exercise price is equal to the Chrysler Group IPO price. Subsequent to a Chrysler Group IPO, theexercise price is determined by reference to a volume-weighted average price per share of Chrysler Group’s common stock. On3 July 2012, Fiat notified VEBA of Fiat’s exercise of its option to purchase a portion of VEBA’s ownership interest in Chrysler. Thattranche represents approximately 3.3% of Chrysler’s outstanding equity. On 26 September 2012, Fiat announced that Fiat NorthAmerica (a wholly-owned subsidiary) was seeking a declaratory judgment from the Delaware Court of Chancery to confirm the priceto be paid for the stake, since the parties had not reached an agreement on the purchase price. On 3 January 2013, Fiat notifiedVEBA of its exercise of its option to purchase a second tranche of the interest held in Chrysler Group LLC by VEBA, representingapproximately 3.3% of Chrysler’s outstanding equity. In the event that these pending transactions are completed as contemplated,Fiat will hold approximately 65.17% of the outstanding equity in Chrysler.
149ConsolidatedFinancial Statementsat 31 December 2012The Equity Recapture Agreement: which provides Fiat the rights to the economic benefit associated with the membership interestsheld by the VEBA Trust once the VEBA Trust receives proceeds, including certain distributions, in excess of $4.25 billion plus 9% perannum from 1 January 2010 (“Threshold Amount”). Once the VEBA Trust receives the Threshold Amount, any additional proceedspayable to the VEBA Trust for the Chrysler membership interests and any membership interests retained by the VEBA Trust are to

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fiat, Fiat S p A

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