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CNH Global Makes Financial Moves

CNH Global confirmed that an extraordinary meeting of shareholders has concluded in The Netherlands, with company shareholders approving a number of financial transactions:

December 18, 2012

CNH Global confirmed that an extraordinary meeting of shareholders has concluded in The Netherlands, with company shareholders approving a number of financial transactions:

  • An amendment of the company’s Articles of Association creating a separate class of shares (the "common shares B") and conversion of the common shares currently held by Fiat Netherlands Holding (FNH), representing approximately 88 percent of the company’s entire issued and outstanding share capital, into common shares B.
  • A special dividend to stockholders in the amount of $10.00 (US) per common share. As a result of the amendment to the Articles of Association, all of the common shares held by FNH were converted into common shares B. Accordingly, the cash payment of $10 per common share will only be made to the non-FNH shareholders of the company, as the holders of the company’s regular common shares.
  • In connection with the dividend, establishment of a separate dividend reserve, a separate retained earnings reserve and a separate share premium reserve exclusively attached to the common shares B, and allocation of funds in respect of these reserves.
  • Payment of compensation to the members of the company’s Special Committee in connection with their review of Fiat Industrial’s business combination proposal.

CNH shares will trade ex-dividend on and after December 18, 2012, two business days prior to the December 20, 2012 record date. The company will use its reasonable best efforts to pay the dividend prior to December 31, 2012, or as promptly thereafter as practical.

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