13. Earnings/(loss) per share

As explained in Note 24 below, until 21 May 2012 the share capital of Fiat S.p.A. was represented by three classes of shares (ordinary shares, preference shares and savings shares) each of which had different dividend rights. In accordance with the resolution adopted at the extraordinary session of Shareholders’ General Meeting of 4 April 2012, as all the necessary conditions precedent had been satisfied, the mandatory conversion of all 103,292,310 Fiat S.p.A. preference shares and 79,912,800 Fiat S.p.A. savings shares into 157,722,163 Fiat S.p.A. ordinary shares, with dividend rights from 2012, took place on 21 May 2012. The conversion ratio was 0.850 ordinary shares per preference share and 0.875 ordinary shares per savings share.

The earnings/(loss) per share, for 2012, that follows takes into account the above-mentioned conversion by dividing the Profit/(loss) attributable to the equity holders of the parent company, by the weighted average number of ordinary shares outstanding during the period (assuming conversion occurred at the beginning of the year). In order to calculate the earnings/(loss) per share for 2011, which is presented for comparative purposes, the three different classes of shares, together with their different dividend rights have been taken into account. For this purpose, the Profit/(loss) attributable to the equity holders of the parent company had been adjusted by the amount of the

dividends that would be contractually due to each class of shares in the theoretical event of a total distribution of profits. For this purpose, the amount allocated to each class of shares was then divided by the weighted average number of shares for the period.

The following table provides amounts used in calculation of earnings/(loss) per share for the two periods:

    2012 2011
    Ordinary shares Ordinary shares Preference shares Saving shares Total
Profit/(loss) attributable to owners of the parent € million 348       1,334
Theoretical preference right € million - - 23 17 40
Profit/(loss) attributable to all classes of shares € million - 1,129 88 77 1,294
Profit/(loss) attributable to each class of shares € million 348 1,129 111 94 1,334
Average number of shares outstanding thousand 1,215,828 1,054,007 103,292 79,913 1,237,212
Basic earnings/(loss) per share  0.286 1.071 1.071 1.18  

If all the preference and savings shares had been converted at the beginning of 2011 at the above-mentioned conditions, earnings per ordinary share for 2011 would have been €1.101.

In order to calculate the diluted earnings/(loss) per share for 2012 and 2011, the average number of outstanding ordinary shares has been increased to also take into consideration the theoretical effect that would arise if the share based payment plans were to be exercised.

The following tables present the amounts used in the calculation of diluted earnings per share for the periods presented:

    2012 2011
    Ordinary shares Ordinary shares Preference shares Savings shares Total
Profit/(loss) attributable to each class of shares € million 348 1,129 111 94 1,334
Average number of shares considered  for the diluted earnings per share thousands 1,225,868 1,063,684 103,292 79,913 1,246,889
Diluted earnings/(loss) per share  0.284 1.063 1.063 1.172  

If all the preference and savings shares had been converted at the beginning of 2011 at the above-mentioned conditions, diluted earnings per ordinary share for 2011 would have been €1.093.

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