The artist faces the work he wishes to create. He also Annual Report faces his destiny. A struggle begins out of which a © Roberto Borgo Roberto © sculpture, painting or photograph emerges from the artist’s At 31 December 2011 subconscious, revealing his imagination, his sensitivity, his creativity. Often it begins in the unknown, arrives at a junction, takes a side street, changes course and takes yet another route to culminate in the work that embodies “his” truth within. The manager goes through the same process. He faces decisions that will determine the destiny of his enterprise and the men and women in it. A duel begins – to make plans, set targets, establish strategies, evaluate results. Most of the time, just as the artist, he must act with the unknowns of the market, reckon with many variables and explore new roads, to then finally give form to “his” enterprise. The artist and the manager have a need in common: to take a decision, chart a course. Whether we are talking of a painting or photographic technique, as in one case, or an alliance or product launch, as in the other, the artist and the manager have to stay the course, to work in uncertainty without prevaricating. It’s about intuition and clearness of purpose. Artist or manager, we seek a truth for the continuity of our respective enterprises, the artwork I create or the leadership of this Group. I like to imagine the moment when each of us, in our own way, sets out on a course and makes choices, convinced financial year th of our own truth. Fiat S.p.A. Registered Office: 250 Via Nizza, Turin, ITALY Share Capital: €4,465,600,020 Turin Companies Register/ th Tax Code: 00469580013 Annual Report at 31 December 2011 - 106 106 financial year Cop_Consolidato 2011.indd 1 26/03/12 17:46 General Meeting The Company wishes to notify holders of ordinary and preference shares that an Ordinary and Extraordinary General Meeting will be held at Centro Congressi Lingotto, 280 Via Nizza, Turin at 11 a.m. on 4 April 2012 (single call) to vote on the following: Agenda 1) Motion for approval of the Statutory Financial Statements for the year ended 31 December 2011 and allocation of profit for the year 2) Election of the Boards of Directors and Statutory Auditors: a) Determination of the number of members of the Board of Directors and compensation b) Election of the Board of Directors c) Election of the Statutory Auditors d) Determination of compensation for the Statutory Auditors 3) Audit Engagement: revision of fees 4) Compensation and own shares: a) Compensation policy pursuant to Article 123-ter of Legislative Decree 58/98 b) Incentive Plan, resolutions pursuant to Article 114-bis of Legislative Decree 58/98 c) Authorization for the purchase and disposal of own shares 5) Mandatory conversion of preference and savings shares into ordinary shares and consequent changes to the By-laws; related resolutions Instructions for Ordinary and Extraordinary General Meeting Attendance and Representation Those holding the right to vote at the close of business on the record date of 26 March 2012 and for whom the Company has received the necessary communication from an authorized intermediary are entitled to attend the general meeting. Anyone becoming a shareholder subsequent to 26 March 2012 will not be entitled to attend or vote at the meeting. Holders of ordinary shares will have the right to vote on all items on the Agenda. Holders of preference shares will have the right to vote on item 5 on the Agenda only. As provided by law, those entitled to attend the meetings may appoint a proxy in writing, using the proxy form provided on the Company’s website (www.fiatspa.com/Investor Relations/Shareholder Info/Shareholder Meetings). The Company has designated Servizio Titoli S.p.A. as the representative, pursuant to Article 135-undecies of Legislative Decree 58/98, upon whom holders of voting rights may, by 2 April 2012, confer proxy and instruct to vote on all or some of the motions on the agenda. The above representative must be appointed proxy in accordance with the instructions and using the proxy form provided on the Company’s website (as indicated above). Details on how to communicate appointment of a proxy to the Company electronically are also provided. Proxies are only valid for motions where instructions have been given. 01_RELAZIONE_UK.indd 1 23/03/12 17:55 2 General Meeting Election of the Boards of Directors and Statutory Auditors Pursuant to Articles 11 and 17 of the By-laws, the Boards of Directors and Statutory Auditors are elected using lists of candidates submitted to the Company’s registered office by 10 March 2012. Lists may be submitted by those shareholders who, individually or together with others, own ordinary shares representing a percentage of at least 1% of shares carrying the right to vote at ordinary general meetings. Certification of that percentage, if not presented at the time the lists are filed, must be received by the Company by 14 March 2012. In relation to lists of candidates for the election of the Board of Statutory Auditors, in the event that on March 10th only one list has been submitted, or if the lists presented have been presented by shareholders who are related, as defined by law, additional lists may then be presented up to 13 March 2012 and the percentage ownership required reduced to 0.5% of ordinary shares. To ensure presentation of a list and related documentation is valid, shareholders should follow the provisions of Article 11 of the By-laws for the election of the Board of Directors and Article 17 of the By-laws for the election of the Board of Statutory Auditors as well as the instructions provided on the Company’s website (www.fiatspa.com/Investor Relations/Shareholder Info/Shareholder Meetings). Lists or candidates presented that do not fully comply with the requirements of the By-laws will not be considered. General Information Other Rights of Shareholders Shareholders entitled to attend the respective meetings may submit questions on agenda items, including prior to the meeting, in accordance with the instructions and deadline provided on the Company’s website. Shareholders that, jointly or individually, represent at least one-fortieth of share capital may request additions to the agenda within 10 days of the publication of this notice, indicating the additional items proposed. Conditions, procedures and deadlines for exercise of those rights are provided on the Company’s website. Documentation Documentation relating to items on the agenda for each meeting and the Annual Report on Corporate Governance will be made available at the Company’s registered office, at Borsa Italiana S.p.A. and on the Company’s website (www.fiatspa.com). 01_RELAZIONE_UK.indd 2 23/03/12 17:55 3 Right of Withdrawal If the proposed mandatory conversion is approved by shareholders in the extraordinary session of the Annual General Meeting and in the respective Special Meetings, any holders of preference and savings shares who are absent or do not vote in favor of the conversion will have the right to redeem their shares for a period of 15 days from the date the resolutions are filed with the Companies Register. Notice of that filing will be published in the same manner as the present notice. For shareholders electing to exercise the right of withdrawal, the redemption value for the preference and savings shares of Fiat S.p.A. has been set as follows: n €3.317 per preference share n €3.458 per savings share In accordance with the provisions of Article 2437-ter of the Civil Code, calculation of the redemption price for each share class was based strictly on the arithmetic average of the respective closing prices for the six months prior to the date of publication of this notice. Conversion of each class of shares, or even of one share class independently from the other, will take place if the conversion is approved by shareholders of that class – in addition to holders of ordinary shares – and if the aggregate cash amount to be paid to withdrawing shareholders pursuant to Article 2437-quater of the Italian Civil Code does not exceed: (i) as far as the Conversion of preference shares is concerned, €56 million and (ii) as far as the Conversion of savings shares is concerned, €44 million. In any event, the consideration connected with the exercise of the withdrawal rights will not exceed €100 million. 01_RELAZIONE_UK.indd 3 23/03/12 17:55 4 Contents Contents 6 Board of Directors and Auditors 100 Operating Performance by Sector 101 Fiat Group Automobiles 8 Letters from the Chairman and the Chief Executive Officer 107 Chrysler 109 Maserati 13 The Group at a Glance 111 Ferrari 14 2011 in Summary 114 Components 16 Group Brands 117 Fiat Powertrain 24 Fiat Group around the World 119 Metallurgical Products 26 Operating Responsibly 120 Production Systems 122 Financial Review – Fiat S.p.A. 29 Report on Operations 127 Motion for Approval of the Statutory Financial Statements and 30 Highlights Allocation of 2011 Profit 31 Shareholders 34 Key Events in 2011 129 Fiat Group – Consolidated Financial Statements 43 Highlights by Sector 130 Consolidated Income Statement 44 Main Risks and Uncertainties to which 131 Consolidated Statement of Comprehensive Income Fiat S.p.A. and its Subsidiaries are Exposed 132 Consolidated Statement of Financial Position 52 Research and Innovation 134 Consolidated Statement of Cash Flows 64 Human Resources 135 Statement of Changes in Consolidated Equity 72 Financial Review – Fiat Group 136 Consolidated Income Statement 90 Corporate Governance pursuant