Proxy Report

Country

Meeting date 01 August 2014 11:00 Meeting location Centro Congressi Lingotto, Via Nizza, 280 - (Italy)

Meeting type Extraordinary General Meeting

Securities ISIN IT0001976403, Telekurs 872949

General Meeting Highlights Report Content

1 Voting Positions Following the acquisition of 100% of Group shares, the Board of Directors of Fiat approved the creation of a new group, called Fiat Chrysler Automobiles, which will 2 Proxy Analysis be headquartered in the Netherlands and based in the UK for tax purposes. 3 Board of Directors Pursuant to the merger plan, approved on 15th June 2014, on item 2 of the EGM shareholders are called to approve the merger of Fiat with and into the wholly-owned Dutch company Fiat Industrials NV, which will be renamed into Fiat Chrysler Automobiles NV (FCA). FCA shares will be listed on the stock exchanges of New York ("NYSE") and Milan ("MTA").

As FCA will succeed to all assets and will assume all liabilities of Fiat, each shareholder will receive one FCA share for every Fiat share held on the merger effective date.

All Fiat shareholders that will vote at the EGM will be entitled to a special voting share, granting an additional vote at the new company's General Meetings for every FCA share uninterruptedly held for 3 years and registered in a Loyalty Register.

As the issue of multiple voting rights represent a breach of the principle of equal treatment of shareholders, aimed at granting the major shareholder's control over the Company, we recommend opposition.

EGM 01.08.2014 Fiat 1 of 12 Voting Positions

Voting Positi ons 1. General Meeting Overview 2014

1.1 Voting positions

Board Item Proposal ECGS voting position recommendation

1 To ratify the co-optation of Mr. Glenn Earle as non-executive FOR FOR Director until 2015 2 Approval of cross-border merger of Fiat SpA with and into Fiat Ɣ OPPOSE FOR Investments NV, a wholly-owned subsidiary of Fiat SpA incorporated in the Netherlands to be renamed Fiat Chrysler Automobiles N.V. (FCA)

EGM 01.08.2014 Fiat 2 of 12 Proxy Analysis

Proxy Analy sis 2. Proxy Analysis

1 To ratify the co-optation of Mr. Glenn Earle as non-executive Director until 2015 FOR

The non-executive Director Mr. Gian Maria Gros-Pietro resigned on 23rd June, due to the new European rules on the maximum number of directorships that may be held by the members of banks' Boards (Mr. Gros-Pietro chairs the Management Board of Intesa Sanpaolo). On the same date, the Board co-opted Mr. Glenn Earle as non-executive Director, Chairman of the Audit Committee and member of the Remuneration Committee. Former Partner and COO EMEA of Goldman Sachs (until 2011), Mr. Earle currently acts as Senior Advisor of the Affiliated Managers Group Limited (AMG). Member of the Boards of the Royal National Theatre and Teach First, he also chairs the Advisory Board of the Cambridge University Judge Business School. The candidate is independent from the Company and its major shareholders. Therefore, we recommend approval.

2 Approval of cross-border merger of Fiat SpA with and into Fiat Investments NV, a OPPOSE wholly-owned subsidiary of Fiat SpA incorporated in the Netherlands to be renamed Fiat Chrysler Automobiles N.V. (FCA)

On 1st January 2014, Fiat announced to have completed the acquisition of 100% of Chrysler Group LLC, through the acquisition of remaining 41.5% from the Chrysler's Voluntary Employee Beneficiary Association (VEBA). On 29th January 2014, the Board of Directors announced the creation of a new Group holding, which will be headquartered in the Netherlands and based for tax purposes in the United Kingdom. The merger plan was approved by the Board of Directors on 15th June 2014. Shareholders are called to vote on the merger plan of Fiat SpA (an Italian listed company, 30.05% held by SpA) with and into Fiat Investments NV, a Dutch company 100% owned by Fiat. Following the merger, Fiat Investments will change the name into Fiat Chrysler Automobiles NV ("FCA"). FCA shares will be listed on the stock exchanges of New York ("NYSE") and Milan ("MTA"). As per the Fiat Board's report, the main objective of the transaction is to better reflect the global nature of the Group's business and to enhance its appeal to international investors through the listing on the NYSE, taking into account the recently completed acquisition of a 100% ownership interest in Chrysler Group LLC. Exchange ratio

As FCA will succeed to all assets and will assume all liabilities of Fiat, the value of FCA immediately after the merger will equal the value of Fiat immediately prior to the merger. Therefore, the Board established that each Fiat shareholder will receive 1 FCA common share for each Fiat share held on the merger effective date. No cash consideration will be paid by FCA. The Board has not appointed any external advisor for the definition of the exchange ratio. The fairness opinions released by the independent auditors (Ernst & Young for Fiat and KPMG for the Dutch company) do not raise any concerns on the methodology utilised to define the exchange ratio. Multiple voting rights

The incorporation in the Netherlands will allow the Company to issue shares with multiple voting rights. All Fiat shareholders that will attend the EGM, even by proxy, and which will hold the FCA shares for an uninterrupted period of 3 years (under the registered form), will be entitled to receive a special voting share for every Fiat share held on the EGM record date (23rd July 2014). Each special voting share will entitle to an additional vote per share at the FCA's General Meetings. In order to receive the special voting right, the shareholders shall fill an election form, published on the corporate website ("Registration Statement on Form F4"), and deliver it to the Company, through their depository intermediaries, within the merger effective date. The common shares, with respect to which special voting rights are allocated, will be registered in a Loyalty Register and non-transferable. Shareholders may request at any time the de-registration from the Loyal Register and free trading thereof the shares, with no special voting rights.

EGM 01.08.2014 Fiat 3 of 12 Proxy Analysis

Exor (holding 30.05% of Fiat shares) announced its intention to request the special voting rights. As a result of the merger, Exor's voting rights will therefore notably increase, up to approximately 46% if it will be the only shareholder participating in the loyalty voting structure. Right to withdraw

All shareholders that will not vote for the merger (abstaining, opposing or not attending the Meeting) will have the right to withdraw from the Company, within 15 days from the approval of the merger. The redemption price payable to Fiat shareholders exercising the right of withdrawal will be € 7.727 per share, equivalent to the average daily closing market price in the six months prior to the date of the notice calling the Meeting (the closing price on 14th July was € 7.50). In case the exercised withdrawal rights will exceed the aggregate amount of € 500 million, the merger shall not be performed. Our analysis

All relevant documents have been made available sufficiently in time before the EGM.

Existing Fiat shareholders will not suffer any dilution in their economic rights, but voting rights will be diluted due to the "loyalty voting structure". We do not support the provision of different classes of voting shares, aimed at keeping the major shareholder's control on General Meetings. Furthermore, the "loyalty voting structure" will only apply to current Fiat shareholders, and all new FCA shareholders willing to invest over the long term will not be entitled to receive the additional voting rights. We support the acquisition of Chrysler, which was performed in January 2014, as it is in the long-term interest of the Group. However, the EGM is called to approve the change in the Company's country of incorporation, from Italy to the Netherlands. Such change is not necessary to the creation of the new FCA Group, nor to allow the double listing of FCA shares on the stock exchanges of New York and Milan. We also support all initiatives effectively aimed at supporting long-term shareholders (i.e., through special rights attached to all shares, as proposed by Mr. Patrick Bolton and Mr. Frédéric Samama in their 2012 paper "L-Shares: Rewarding Long-term Investors"). Such types of initiatives should not undermine the principle of shareholder equality and any new right should not be limited to "registered shareholders only" as it is proposed under Fiat case. As the "loyalty voting structure" proposed by Fiat's Board will breach the principle of equal treatment of shareholders (i.e. difference of treatment between holders of bearer shares and shares registered in the special registry; difference of treatment between current shareholders and future shareholders), granting the major shareholder an effective control over the Company and acting as an anti-takeover measure, we recommend opposition.

EGM 01.08.2014 Fiat 4 of 12 Board of Directors

Board of Direct ors 3. Board of Directors Composition after the General Meeting of 1 August 2014

Affiliated Independent Committee Executive non-executive non-executive Total Board of Directors 3 2 4 9

Audit committee 0 0 3 3

Nomination committee 1 0 2 3

Remuneration committee 0 0 3 3

Election procedure for directors grouped

Mandate duration 3 years

Mandatory age limit 75 years

Number of board meetings during the past year 6 (attendance rate: 97.8%)

Number of audit committee meetings during the past year 8 (attendance rate: 91.7%)

Number of remuneration committee meetings during the past year 2 (attendance rate: 100%)

Number of nomination committee meetings during the past year 1 (attendance rate: 100%)

Individual attendance rate at board meetings disclosed yes

The AGM held on April 2012 approved to reduce the number of Directors from 15 to 9, of which 3 are executives: the Chairman Mr. , the CEO Mr. Sergio Marchionne and Mr. Luca Cordero di Montezemolo, who chairs the subsidiary SpA. As the Chairman has executive powers, the roles of control and of management are not formally separated.

On 23rd June 2014, the non-executive member Mr. Gros-Pietro resigned from his directorship, due to the new European rules on the maximum number of directorships of members of banks' Boards (Mr. Gros-Pietro chairs the Management Board of Intesa Sanpaolo). On the same date, the Board co-opted Mr. Glenn Earl, who is independent from the Company and its major shareholders.

Two women sit on the Board (22%), in compliance with the Italian law and our guidelines, recommending a minimum of 20% of women on Board.

The Board has 3 Committees: - Audit Committee; - Remuneration Committee; - Nominating, Corporate Governance and Sustainability Committee.

All the Committees are in majority made of independent Directors. Concerns arise over the composition of the Nomination Committee, which is chaired by Mr. Elkann who is the CEO of Exor (30% of Fiat shares).

EGM 01.08.2014 Fiat 5 of 12 Board of Directors

John Elkann Executive Chairman, Executive Chairman

Nationality Italian Age 38 Director since / term ends 1997 / 2015 Committee memberships – Nomination committee, Chairman

Affiliation – Important shareholder or its representative – Board membership exceeding time limit for independence

Main activity – Exor (Italy), CEO

Directorships – Exor (Italy), Chairman – CNH Industrial (Italy), Member – The Economist Group, Member – Banca Leonardo SpA, Member – News Corporation, Member – Giovanni e C., Chairman – News Corporation, Member

Other relevant mandates – Italian Aspen Institute, Vice Chairman – Italy-China Foundation, Member

Comments We have concerns over his aggregate time commitments

Great-great grandson of , founder of Fiat. Former Vice-Chairman (2004-2010) of Fiat Group. Started his professional career in 2001 at General Electric.

EGM 01.08.2014 Fiat 6 of 12 Board of Directors

Luca Cordero di Montezemolo Executive Member, Function within a group company

Nationality Italian Age 67 Director since / term ends 2004 / 2015 Committee memberships none Affiliation – Board membership exceeding time limit for independence

Former Chairman of Fiat. Main activity – Fiat (Italy), Executive Chairman of Ferrari S.p.A. – Ferrari SpA, Executive Chairman

Directorships – UniCredit (Italy), Vice Chairman – Kering (France), Member – Tod's Group (Italy), Member – Nuovo Trasporto Viaggiatori SpA, Member – Poltrona Frau S.p.A. (listed), Member – Charme Management Srl, Chairman – Montezemolo & Partners SGR, Chairman – Delta Topco Ltd, Member – Editrice SpA, Member – OCTO Telematics SpA, Member

Comments We have concerns over his aggregate time commitments.

Former Chairman of Fiat Spa (until april 2010) Former Public Relations director of Fiat (1977-1981) then Chairman/CEO of Itedi. Former Chairman/CEO of Cinzano Spa (1984-1985).

EGM 01.08.2014 Fiat 7 of 12 Board of Directors

Sergio Marchionne Executive Member, Chief Executive Officer

Nationality Italian Age 62 Director since / term ends 2003 / 2015 Committee memberships none Affiliation – Board membership exceeding time limit for independence

CEO of subsidiaries (Fiat Automobiles and CNH); Executive Chairman of Exor, the major shareholder of Fiat (30.5%) Main activity – Fiat (Italy), CEO

Directorships – CNH Industrial (Italy), Chairman – SGS, Chairman – Exor (Italy), Member – Philip Morris International (USA), Member

Other relevant mandates – The Council for the United States and Italy, Italian branch, Chairman – Giovanni Agnelli Foundation (Italy), Member – European Automobile Manufacturers' Association (ACEA) (Belgium), Member – The Peterson Institute for International Economics (USA), Member – Survista Financial Advisors AG, Member

Comments Lawyer and Chartered accountant. CEO of Chrysler Group LLC (USA) prior to Fiat acquiring the 100% in 2014. We have concerns over his aggregate time commitments.

Vice Chairman and Board member of UBS (2008-2010) CEO of SGS (2002-2004). CEO of Alusuisse Lonza Group (1999-2002).

EGM 01.08.2014 Fiat 8 of 12 Board of Directors

Andrea Agnelli Affiliated Member

Nationality Italian Age 39 Director since / term ends 2004 / 2015 Committee memberships none Affiliation – Important shareholder or its representative – Board membership exceeding time limit for independence

The Agnelli's family holding Exor S.p.A. holds 30.06% of Fiat share capital. Main activity – Giovanni Agnelli e C. Sapaz (Exor Group), General Partner

Directorships – Exor (Italy), Member – Juventus F.C. SpA (Exor Group) - listed, Chairman – Lamse SpA, Chairman

Other relevant mandates – BlueGem Capital Partners LLP, Advisory Board

Comments Former employee of IFIL Investments(2005-2006). IFIL merged with IFI in 2008 to create Exor

Joyce Victoria Bigio Independent Member

Nationality US Citizen Age 60 Director since / term ends 2012 / 2015 Committee memberships – Audit committee – Nomination committee

Main activity – International Accouting Solutions, Managing Partner

Directorships – Simmel Difesa SpA, Member – Faraone Business Advisory srl, Member

Other relevant mandates – Europa Donna - Fondazione Umberto Veronesi, Honorary Auditor

EGM 01.08.2014 Fiat 9 of 12 Board of Directors

Tiberto Ruy Brandolini d'Adda Affiliated Member

Nationality Italian Age 66 Director since / term ends 2004 / 2015 Committee memberships none Affiliation – Important shareholder or its representative – Board membership exceeding time limit for independence

Member of the Agnelli's family. Main activity none Directorships – Exor (Italy), Vice Chairman – Yafa SpA Italy, Member – Exor SA, Luxembourg, Chairman – Giovanni Agnelli & C., Member

Comments Former CEO of Sequana Capital SA (France) until 2007. Former CEO of Exint (France) from 2005 until 2007 and MD of Exor (Luxembourg) (2003 - 2007). Chairman of Club Méditerranée (France) (1997 - 2003).

René Carron Independent Member

Nationality French Age 72 Director since / term ends 2007 / 2015 Committee memberships – Audit committee – Remuneration committee, Chairman

Main activity none Directorships – CICA – Confédération Internationale du Crédit Agricole, Chairman

Comments Joined Credit Agricole in 1981 Former Chairman of Caisse Regionale des Savoies (1992-2010) Former board Member and Chairman of Credit Agricole SA (2002-2010) Former NED of Suez (2004-2008) Former Chairman of Grameen - Credit Agricole MicroFinance Foundation (2008-2012)

EGM 01.08.2014 Fiat 10 of 12 Board of Directors

Glenn Earle Independent Member New Nominee

Nationality British Age 56 Director since / term ends 2014 / 2015 Committee memberships – Audit committee, Chairman – Remuneration committee

Main activity – Affiliated Managers Group Limited, Senior Advisor

Other relevant mandates – Royal National Theatre, Member – Teach First, Member – Cambridge University Judge Business School, Chairman, Advisory Board

Comments Former Partner and COO EMEA of Goldman Sachs (until 2011)

Baroness Patience Wheatcroft Independent Member

Nationality British Age 63 Director since / term ends 2012 / 2015 Committee memberships – Nomination committee – Remuneration committee

Main activity none Directorships – St. James’s Place Capital, Member

Other relevant mandates – Huawei Technologies (UK), Member, Advisory Board – Pelham Bell Pottinger, Member, Advisory Board

EGM 01.08.2014 Fiat 11 of 12 Report issued: About ECGS 15 July 2014 ECGS provides independent governance advice to institutional investors with Pan- European and Global portfolios. ECGS is the only proxy adviser operating according to a partnership approach, building on local market expertise. The analyses are based Analyst: on ECGS principles reflecting high international standards of corporate governance while taking into account local governance codes and market practices. ECGS is a Sergio Carbonara joint venture between the following partners: DSW (Germany), Ethos (Switzerland), Frontis Governance (Italy), Groupement Investissement Responsable (Canada), Proxinvest (France, Managing Partner) and Shareholder Support (Netherlands).

Frequently used abbreviations AGM Annual General Meeting EGM Extraordinary General Meeting NA Not available

CEO Chief Executive Officer CFO Chief Financial Officer COO Chief Operating Officer OE Other Executive Function Ex- Former

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EGM 01.08.2014 Fiat 12 of 12