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Document no. 116430 File no. 20102

Minutes for the Extraordinary Session of the

General Meeting of Shareholders held on 1 August

2014.

Republic of Italy

On the First of August, Two Thousand and Fourteen,

at Centro Congressi Lingotto, Via Nizza 280, Turin,

at approximately 12:00 p.m.

I, Ettore MORONE,

Notary, registered with the College of Notaries for

the Combined Districts of Turin and Pinerolo and

resident in Turin, did, at the Company’s request

and at this place, date and time, record the

minutes of the extraordinary session of the general

meeting of shareholders of

“Fiat S.p.A.”, with single call at 11 a.m. –

pursuant to the notice published on 2 July 2014 on

the Company’s website and on the website of 1Info

(the centralized document storage system) and in

excerpt form on 4 July 2014 in the newspaper La

Stampa – to discuss and vote on the following

Agenda

1. Appointment of a Director.

Studio Notarile Morone.

10121 Torino - via Mercantini 5 Tel +39 011 5622522 - Fax +39 011 543824

[email protected] - www.studiomorone.it

This document has been translated into English for the convenience of

international readers. The original Italian should be considered the

authoritative version.

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2. Approval of cross-border merger of Fiat S.p.A.

with and into Fiat Investments N.V., a wholly-

owned subsidiary of Fiat S.p.A. incorporated in

the Netherlands to be renamed Fiat Chrysler

Automobiles N.V. (FCA); related resolutions.

John Philip ELKANN

born in New York (United States of America) on 1

April 1976, domiciled in Turin, at Via Nizza 250,

of whose identity I am certain

did personally appear before me in his capacity as

Chairman of the Board of Directors of

“Fiat S.p.A.”, with registered office at via Nizza

250, Turin, share capital of €4,478,450,754.84 and

registered as no. 00469580013 in the Turin

Companies Register.

Mr. John Philip ELKANN, having declared that,

pursuant to the By-laws, he had assumed the chair

for the ordinary session just concluded, relative

to the first item on the agenda, and that he was

presiding over the meeting, asked me, the notary,

to take the minutes of the extraordinary session,

relative to the second item on the agenda, and

noted that:

- 1,285 shareholders were present or represented,

accounting for 656,051,010 shares out of a total of

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1,250,963,898, with a nominal value of €3.58 each;

- the extraordinary session of the meeting was

regularly constituted and could validly vote on the

items on the agenda;

- in addition to himself, the following Directors

were present:

Sergio MARCHIONNE - Chief Executive Officer

Andrea AGNELLI

Joyce Victoria BIGIO

- the following Statutory Auditors were present:

Ignazio CARBONE – Chairman

Piero LOCATELLI

- with the following Directors:

Tiberto BRANDOLINI D'ADDA

René CARRON

Luca CORDERO di MONTEZEMOLO

Glenn EARLE

Patience WHEATCROFT

and Statutory Auditor being absent:

Lionello JONA CELESIA

- the secretary of the Board of Directors Roberto

RUSSO was also present;

- the identity of those present and their right to

attend had been verified by delegated personnel;

- the list of names of those participating in the

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extraordinary session of the meeting, either

directly or by proxy, and the respective number of

shares held would be attached to the minutes as

Attachment “D”.

He repeated the information communicated at the

beginning of the Meeting with regard to the fact

that:

- notice of the meeting had been published on 2

July 2014 on the Company’s website and the website

of 1Info (the centralized document storage system)

and in excerpt form on 4 July 2014 in the newspaper

La Stampa, in accordance with Article 7 of the By-

laws and applicable laws;

- information requirements vis-à-vis the public

and the stock exchange regulators in Italy and

abroad had been complied with;

— the following shareholders holding more than 2%

of total voting shares were present or represented

at the Meeting:

* Giovanni Agnelli e C. S.a.p.a., with 375,803,870

shares, equivalent to 30.04% of total voting

shares, held through its subsidiary EXOR S.p.A.

* BAILLIE GIFFORD & CO, with 33,034,705 shares,

equivalent to 2.64%

* VANGUARD INTERNATIONAL GROWTH FUND, with

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30,378,704 shares, equivalent to 2.43%

* NORGES BANK, with 26,942,643 shares, equivalent

to 2.15%

* PEOPLE'S BANK OF CHINA, with 25,028,249 shares,

equivalent to 2%

– Fiat S.p.A. holds 34,577,898 own shares, with

voting rights suspended, equivalent to 2.76%;

- pursuant to Article 5.2 of the Procedures for

General Meetings, there would be no reading of the

documentation that had already been filed and made

available to those present;

- several shareholders had exercised their right to

present questions prior to the meeting, with

numerous and, in some cases, quite detailed

questions having been received prior to the 29 July

2014 deadline stated in the meeting notice. Written

responses had been provided directly by the

Company;

– copies of those questions and the replies were

available to attendees from staff located at the

entrance to the meeting hall.

The Chairman then gave a reminder that those

intending to leave the meeting prior to its

conclusion must make themselves known when leaving

to enable the count of votes represented to be

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updated (Article 4.10 of the Procedures for General

Meetings), and that those intending to address the

meeting in relation to the items on the agenda

should, if they had not already done so, book time

to speak at the secretary's table.

He also noted that, pursuant to Article 3.6 of the

Procedures for General Meetings, the use of audio

or video recording devices by shareholders was

forbidden, and mobile telephones were to be turned

off.

He gave a reminder to shareholders intending to

speak that, pursuant to Article 6.4 of the

Procedures, addresses should be concise and

strictly pertinent to the meeting agenda. He added

that, in accordance with Article 6.6 of the

Procedures, addresses which caused a disturbance or

obstructed the participation of others or which

were offensive or improper would not be permitted.

Additionally, he stated that 5 minutes would be

allotted to each speaker, during which time any

voting declarations should be made, with 2 minutes

for replies.

Shareholder Marco Geremia Carlo BAVA

asked for it to be recorded in the minutes that he

opposed this time limit.

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The Chairman explained that once the allotted time

for speeches and responses had expired, the

microphone would be turned off and the podium would

automatically pass to the next speaker.


asked for it to be recorded in the minutes that

there were no plans to involve the police.

The Chairman gave a personal address to

shareholders, the text of which is provided as

Attachment “A” to the minutes.

The Chairman’s address was followed by applause

from shareholders.

The Chairman then declared the extraordinary

session of the meeting open and proceeded with the

discussion of the second item on the agenda.

2. Approval of cross-border merger of Fiat S.p.A.

with and into Fiat Investments N.V., a wholly-owned

subsidiary of Fiat S.p.A. incorporated in the

Netherlands to be renamed Fiat Chrysler Automobiles

N.V. (FCA); related resolutions.

The Chairman gave the floor to CEO Sergio

MARCHIONNE who gave a personal address to

shareholders, the text of which is provided as

Attachment “B” to the minutes.

The CEO’s address was followed by applause from

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shareholders.

The Chairman then gave the floor to me, Notary, to

give a description of the formal steps in the

transaction process that had already been

completed, followed by a reading of the resolution

that had been distributed to those present.

The completed steps in the transaction were as

follows:

a) on 20 June 2014, the merger plan and related

attachments, the 2011, 2012 and 2013 reports on

operations and financial statements of Fiat S.p.A.

(Fiat Investments N.V. was only incorporated on 1

April 2014) were placed on record at the Company’s

registered office and published on the corporate

website;

b) the merger plan and related attachments were

made publicly available on the site of the 1Info

and filed with the Turin Companies Register on 20

June 2014 and subsequently registered on 26 June

2014;

c) on 1 July 2014, the information required under

Article 7 of Legislative Decree 108 of 30 May 2008

was published in the Official Gazette of the

Republic of Italy, Issue no. 77, part two;

d) on 1 July 2014, the report of Fiat S.p.A.’s

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Board of Directors – prepared in accordance with

Article 2501-quinquies of the Civil Code, Article 8

of Legislative Decree 108/2008 and Article 70 of

CONSOB Regulation 11971/1999 – was made available

to the employee representatives of Fiat S.p.A.;

e) on 2 July 2014, the Motion for approval of the

merger was made available at the Company’s

registered office, on the corporate website and on

the site of 1Info;

f) on 17 July 2014, the Information Document

prepared in accordance with Article 70 of CONSOB

Regulation 11971/1999 was placed on record at the

Company’s registered office and published on the

corporate website and on the site of 1Info;

f) the conditions for application of Article 19 of

Legislative Decree 108/2008 relating to companies

managed under an employee participation regime do

not exist.

I then read the following Motion that had been

distributed to attendees:

Motion

The shareholders of

“Fiat S.p.A.”,

resolve

1) to approve the common cross-border merger plan

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relating to the merger by absorption of “Fiat

S.p.A.” with and into its wholly-owned subsidiary

“Fiat Investments N.V.”, (which will - upon

effectiveness of the merger - be renamed “Fiat

Chrysler Automobiles N.V.”), having its official

seat in Amsterdam (Netherlands) and its principal

executive offices at 240 Bath Road, SL1 4DX, Slough

(United Kingdom), registered with the trade

register of the Amsterdam (Netherlands) Chamber of

Commerce under no. 60372958, which, as a result of

the merger:

a) will increase its share capital by a maximum

amount of up to euro 12,509,557.73(twelve million

five hundred nine thousand five hundred fifty-

seven/73), by issuing a maximum number of

1,250,955,773(one billion two hundred fifty million

nine hundred fifty five thousand seven hundred

seventy-three) new common shares having a nominal

value of euro 0.01 (one euro cent) each, having

right to 2014 dividends, if any, and an additional

amount up to a maximum of euro 90,138.75(ninety

thousand one hundred thirty-eight/75) and a maximum

number of 9,013,875 (nine million thirteen thousand

eight hundred seventy-five) shares in relation to

the potential fulfillment, total or partial, of the

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share capital increase of the absorbed company

resolved on November 3, 2006, to assign, in

dematerialized form, to the shareholders of the

absorbed company, other than the company itself,

applying an exchange ratio of 1 (one) new share for

each share owned at the merger effective date,

without cash adjustment and without prejudice to

the cash exit right pursuant to articles 2437,

paragraph 1 letter c) and 2437 quinquies of the

Italian Civil Code and article 5 of Italian

Legislative Decree 108/2008,

b) will issue special voting shares with a nominal

value of euro 0.01 (one euro cent), up to a maximum

number equal to the ordinary shares issued by the

company, to be allocated to the shareholders of the

absorbed company, other than the company itself,

who are qualified shareholders having validly

requested to receive such special voting shares,

which are not part of the exchange ratio, in

addition to common shares;

2) to establish that the merger by absorption of

“Fiat S.p.A.” with and into its wholly-owned

subsidiary “Fiat Chrysler Automobiles N.V.” and the

payment of the cash exit rights referred to under

no. 1) above shall occur only if, before the

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execution of the merger deed, the conditions

precedent set forth under Section 17 of the common

merger plan – published pursuant to the applicable

laws and regulations together with the relevant

documentation – have been satisfied (or waived, to

the extent permitted by applicable laws);

3) to grant to the current members of the Board of

Directors, severally and not jointly, having the

power and authority to appoint special attorneys to

this end, with all the other necessary powers in

order to execute the merger, in accordance with the

applicable laws and the contents of the above

mentioned common merger plan, with the power and

authority – in particular – to verify and ascertain

the satisfaction or the waiver (to the extent

permitted by applicable laws) of each condition

precedent referred to under the common merger plan

and to issue and sign deeds and statements with

respect to this satisfaction, to establish the

effects of the transaction, to execute and sign

deeds and documents in general and to carry out all

acts deemed necessary or appropriate for the

successful completion of the transaction.

* * *

Following the presentation, the Chairman confirmed

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that, other than the acquisition of Fiat North

America LLC by the wholly-owned subsidiary Fiat

Group Automobiles S.p.A. and the sale to that

subsidiary of Fiat Partecipazioni S.p.A., as duly

communicated to the market, there had been no

significant changes in assets and liabilities

between the date the merger plan was placed on

record at the Company’s registered office and

today’s date.

The Chairman proceeded with the discussion of the

second item on the agenda, noting that, as

provided under Article 127-ter of Legislative

Decree 58/98, the Company had published

information of a general nature relating to

today's agenda on its website in Q&A format and,

therefore, for any questions relating to material

already provided therein only a brief answer would

be provided with reference to the document

published.

The Chairman then asked those who had booked time

to approach the microphone when called and to

ensure any questions asked were of general interest

and for the purposes of having adequate information

to vote on the motion. He asked that the addresses,

therefore, be concise and pertinent, that speakers

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remain within the time limit of five minutes –

during which, as stated previously, any voting

declarations should be made – and two minutes for

replies.

He also explained that a buzzer would sound when

only one minute remained and that, as stated

previously, once a speaker’s allotted time had

expired the floor would automatically pass to the

next shareholder in the order booked.

The Chairman also noted that the minutes for the

meeting would not include or provide as attachments

any addresses or parts of addresses that were not

actually read for the benefit of those present and

pertinent to the items on the agenda.

The Chairman then opened the floor for discussion

of the merger, a summary of which follows.

Mr. Gianbattista GANDAGLIA, standing proxy for

Marcella BENETTI (shareholder),

firstly pointed out that he had previously sent the

text of his speech and asked the chairman to

enclose it with the minutes. The part read out is

transcribed below:

“Our noble company is turning into a large cross-

border, global multinational (about time!) 125

years after its birth, on 11 July 1889. In over a

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hundred years, crucial transformations have taken

place on the world stage, revolutions, a whole

series of international economic and financial

crises, recessions, depressions, and wars.

Since 1929 and in subsequent years, up to the

present day, we can all see that wars are being

fought, on all the world's stock exchanges and

financial markets, not only in the old continent,

but all over the world. Our company has not been

immune to these upheavals, but also thanks to aid

from Italy, great know-how and its shareholders, it

has always got over the world’s recessions.

The technological processes taking place, however,

have allowed the glorious Fabbrica Italiana

Automobili Torino to overcome every adversity. This

has always been achieved in line with the

essentially Italian identity of our company. The

prices on stock exchanges have not always have done

justice to Fiat’s potential, as also happens for

other large conglomerates, companies or groups.

Today, thanks to the foresight of management, and

especially the current incumbents, through

takeovers, partnerships, and industrial

integration, we have come together to formalize our

joint projects and the birth of FCA Automobiles

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N.V. We are in favor of this Copernican revolution,

while aware that it involves many risks.

The ratings of various companies, such as Standard

& Poor's, continue to give a negative assessment of

the FIAT Group, hypothetically the fifth or sixth

automotive group in the global ratings. We hope

that after this merger FIAT will no longer come off

worse in profitability comparisons with its major

competitors. Our Group has a large debt, that will

be addressed without increasing capital, but

according to a recent study and league table based

on research by Mediobanca on the financial strength

of multinationals, FIAT is only in 15th place,

although apparently two positions above the

Volkswagen benchmark. However, in the league table

of car manufacturers, it has jumped from ninth

place in 2003, when Mr. MARCHIONNE took over, to

sixth.

What targets can be achieved in Asia and elsewhere

in the world? PS: and what if the managers of

mutual funds, who hold a significant portion of

FIAT shares, although I don’t know the precise

figure, should exercise their right of withdrawal,

exceeding the €500 million made available by the

FIAT Group, what would happen to the merger plans?”

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Shareholder Riccardo MOLETTI

stated that he would not vote in favor of the

cross-border merger as proposed by the Board of

Directors, since the project envisages the

transfer of the company's registered office

abroad.

He said that his decision was not dictated by his

failure to understand or agree with the

considerations that led the directors to favor

this solution, deeming it the best way to develop

the Fiat Group’s potential. Rather, he gave

priority to the consideration that FIAT could have

kept their headquarters in Italy, trying to create

here the premises, also of a legislative nature,

whose lack leads – and sometimes forces –

companies to relocate their headquarters, and

often also production facilities, abroad.

He said that he had discussed the issue in depth

at a previous meeting, and thus did not wish to

dwell on it further.

He believed that the economic disaster that had

hit Italy and other European countries was due to

the short-sightedness of the European political

class as a whole, not only of Italy’s, and that

only a complete unification of Europe could

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provide a remedy for the situation. He specified

that what he meant was the creation of a single

country, Europe, with one government, one Public

Administration, one system of civil, fiscal and

criminal law, and a single central bank, and hoped

that such an idea was not a utopia.

He was of the opinion that various things could be

said about the merger with CHRYSLER. In

particular, he believed that without CHRYSLER,

FIAT was not big enough to survive, and that this

union would lead to a group that, although not yet

of the size envisaged by Mr. MARCHIONNE, had a

good chance of survival in a market that presents

increasingly difficult challenges. He reminded the

meeting that CHRYSLER had already been saved twice

in the last 40 years.

He further noted that Steven RATTNER – the man

called in by the Obama administration to lead the

task force to rescue the American automobile

industry – said in a recent interview that without

Mr. MARCHIONNE they wouldn’t have saved CHRYSLER,

and praised his various qualities, such as

enormous energy, determination, judgment, and

leadership. He hoped that these qualities were

sufficient to ensure the success of the industrial

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project on which the shareholders present at the

meeting would vote, without doubt expressing their

agreement.

He expressed some opinions that he was unable to

share during the EXOR shareholders’ meeting and

that he considered to be relevant, although

relating to that company.

He hoped that the issue of bonds for €4 billion

would allow FIAT to avoid having to resort to a

capital increase, and that EXOR’s liquid assets

following the sale of its stake in the Swiss

company SGS had not been designed to cover further

intervention in the subsidiary FIAT. EXOR might

otherwise be too biased in investing in a company

that operates in an industry whose highly cyclical

performance implies significant risk.

He stressed that he had already pointed out,

during the meeting in which it was decided to

demerge FIAT’s activities to FIAT INDUSTRIAL, the

critical nature of the operation, which

disaggregated companies operating in sectors with

different cycles.

He however believed that it was difficult to

assess certain complex corporate transactions

without having in-depth knowledge of them or being

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privy to the overall design envisaged by the

management, not knowing whether we were dealing

with an intermediate step or the final goal, such

as a sale or aggregation into a larger group.

In the light of this, he expressed his best wishes

for the future of FIAT, which had made a

significant contribution to Italy’s development,

as had been pointed out at the meeting. It would

surely continue to make such a contribution,

despite having transferred its headquarters

abroad, if, as he hoped, the company continued to

avail itself of the “excellence” it could benefit

from by increasing production in the Italian

plants.

Ms. Satenik VARDANYAN, standing proxy for Marisa

ANGELI (shareholder),

mentioned that she was a student at Bocconi e

Bicocca University in Milan and was Armenian, and

expressed her thanks for having the opportunity to

attend FIAT’s last historic meeting.

She asked, seeing that FCA will be listed on the

New York Stock Exchange, what the opening trading

price was expected to be, and what plans the Group

had in terms of sustainable technologies and

programs for the upcoming EXPO 2015.

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Shareholder Eugenio ROSCIO

said that he was moved by the speeches of the

Chairman and CEO.

He said that he had been a shareholder for over 30

years, an old shareholder with grey hair, who had

not attended a shareholders’ meeting for many

years.

He mentioned that since this was the last meeting,

for sentimental reasons he couldn’t miss it,

despite having to come from Milan.

He stated that he would vote in favor of the second

item on the agenda, and extended his heartfelt best

wishes to the Company, the management, the

directors and all the staff of the Fiat Group

worldwide. He considered the Group to be one big

family that, united, would always succeed and give

great satisfaction to shareholders large and small.

He referred to the speech by the shareholder Mr.

ANTOLINI, who in the ordinary session had raised

the possibility of organizing charter flights to

allow small shareholders to participate in meetings

for the financial statements in Amsterdam. He

specified that he had read in a financial newspaper

that the matter had already been discussed, that

the management was not keen on the idea and that

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Mr. MARCHIONNE had completely ruled it out. He was

surprised by this, and urged the CEO to confirm or

deny what had been stated in the newspaper article.

He ended by expressing his best wishes for the

shareholders, management and Chairman.

Shareholder Raoul RAGNI

said that he had been a FIAT shareholder for almost

50 years, and assumed that this made him the most

senior.

He said that he had always believed in the Company,

even in times of difficulty, when the product was

weak, and had hoped for change.

He mentioned that he was moved when he thought

about Giovanni AGNELLI, who maintained that the

company had to be taken to the USA, and imagined

that he would have been happy to take part in this

meeting.

He said that thanks to this operation Fiat was set

to succeed on world markets without any problems,

despite the disastrous periods and various changes

of fortune it had suffered over the years.

He hoped that the FIAT stock price would fall

enough for him to be able to buy a substantial

amount, and considered this possible.

He expressed his thanks for everything that had

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been done for the company and was convinced that in

the future, thanks to Mr. MARCHIONNE, everything

would go smoothly.

He thus advised the CEO to stop smoking, in order

to avoid negative consequences for his health, as

had already happened to many of his friends,

because the company needed him for the next ten

years.

He thanked the company and gave his best wishes for

its future.

Shareholder Marco Fabrizio ZABARINI

asked for a map showing the presence of CHRYSLER

FIAT AUTOMOBILES in the world to be displayed

during his speech.

He was of the opinion that with today's meeting to

approve the merger, there could be felt, especially

in Turin, the fear of abandonment.

He wanted to know if it was more important for

Turin to have production activities or formal

leadership.

He said he would prefer the management to take the

Ghibli and the Quattroporte, in addition to the

planned Levante, to Mirafiori, and that it would be

a good idea to focus on the Officina 82 project.

He welcomed the words of the chairman, Mr. ELKANN,

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who said that his family was not willing to abandon

FIAT. He said that he had proposed in the ordinary

meeting the use of a convertible loan in order to

involve third-party investors so that they could

make huge investments for the relaunch of the ALFA

ROMEO brand without asking for a single penny from

existing shareholders.

He added that, with reference to the Agreement of 5

December 2002 regarding the Arese site, there were

plans to have 2,000 workers from FIAT AUTO,

companies in the FIAT Group and companies moving to

the CRAA area, in addition to 500 highly qualified

technicians, whereas, at present, there were only a

few workshops and customer support.

He turned back to the map and noted that the

presence of CHRYSLER FIAT AUTOMOBILES in Asia and

the Pacific was poor, that there was nothing in

Australia, and that these were the markets to be

reached through sales.

He was pleased with the presence of FCA in China,

Russia and India, and was of the opinion that more

Ghiblis and Quattroportes should be sold there.

He suggested that the luxury sector should also

focus on producing environmentally friendly cars,

and urged shareholders not to forget that in China

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they had gone so far as to project an image of the

sun to the population, since many Chinese are

convinced that it no longer exists.

He reminded those present that it had been the

management in October 2012 that had bravely thrown

down the gauntlet in the luxury sector, and saw

this as a courageous, far-sighted move. The luxury

sector, with investments in products, ensured high

margins, funds for investment in new models and for

the renewal of the national collective labor

agreement for blue collars, which this year were a

little low, as well as high profits for

shareholders.

He thought it was right to continue to invest in

mass production, remaining in the medium-low band

of the market, but that it was also necessary to

focus ever more boldly on luxury vehicles, and on

ALFA ROMEO, and that 5 billion was not enough.

He believed that if ALFA ROMEO engines were also

mounted on CHRYSLER cars this could contribute to

creating a strong economy of scale.

Shareholder Jutta SPERBER

considered that this was a historical moment and

that it was difficult to find the right words; a

series of good memories bound her to the “old” FIAT

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and the city of Turin.

Clearly moved, she wished the best of luck to the

great FIAT CHRYSLER AUTOMOBILES.

Shareholder Carlo MANCUSO

felt he could also speak on behalf of absent small

shareholders.

Pursuant to Article 2375(1) of the Italian Civil

Code, he requested that his speech be included in

the minutes of the meeting, and asked to be given a

copy of said minutes.

He stated his desire to speak briefly and

concisely, as requested by the chairman, since this

was an important meeting, especially for a loyal

shareholder of over 30 years’ standing.

He asked the chairman and CEO to clarify what they

meant when they said that the headquarters should

remain in Italy after the merger.

He asked if – in line with statements made at the

meeting, which must reflect the truth pursuant to

Article 2621 of the Italian Civil Code – the

research and planning center would be maintained,

how many employees there were at present and,

finally, if there were plans to recruit more staff.

He wanted to know if the new company would be

listed in London, as well as on Wall Street.

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He suggested that the management and members of the

board, citing the Piano 2018 and an interview with

the journalist Andrea Malan in the newspaper “Il

Sole 24 Ore”, should read the book Risorse

sovraumane. Autoritratto dei manager italiani di

oggi by Monica FABRIS and Emma VILLA, published by

Franco ANGELI, believing that the “superhuman

resources” referred to in the title were qualities

to vaunt in an international context, and were are

also possessed by members of this board.

He wondered whether issues of new corporate bonds

and an increase in capital were planned, saying

that in the meeting there had not been any mention

of the €9 billion of debt that would have to be

dealt with by making at least some increase in

capital.

He regretted that no more than half of the board

were present at such an important meeting.

Shareholder Carlo PARIANI

Remembered that it was in 2005 when, on behalf of

the Cub trade union, he had proposed the

establishment of a pole for luxury cars through an

independent company as he was convinced that it

made sense to start investing in the middle to

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upper range again;

he found it regrettable that, despite the fact that

nine years have since passed and the company has

not made inroads in this regard, but instead has

worked towards destroying the ALFA brand;

he questioned the statement made by the Company's

management that ALFA and MASERATI would be the

pillars of the new FCA with a production objective

of 400,000 cars per annum;

he observed that in 2013 ALFA sold only 74,000

cars, 31,000 of which in Italy, and in the first

months of 2014 there was a reduction of 9.3%;

he reminded the Assembly that already in the past,

despite promises for a production of

300,000/500,000 cars, sales continued to fall;

he focused on the statement of Mr MARCHIONNE, who

had promised investments of 5 billion for five new

ALFA engines and for 8 to 9 new vehicle models

specifying subsequently that this investment would

depend on the success of the first ALFA model;

he was of the opinion that there is something

unclear and too undefined, starting from the plants

in which the ALFA vehicles are to be produced, and

was of the opinion that nothing can be improvised:

time, money and a great deal of obstinately is

29

required in order to revitalize ALFA;

he believed that revitalizing ALFA means finding

the brand and its historic roots once again, a

process which is currently absent, starting for

example from the museum and, in this regard, he

asked whether it might not be a good idea to reopen

this during the EXPO;

he underlined that today the shareholders assembly

is to decide on the merger between FIAT and

CHRYSLER to give rise to the new FCA, pointing out

that this is the eighth Plan which the company has

presented, and the fifth under the management of Mr

MARCHIONNE;

he underlined that the Company promises to sell 7.5

million cars, compared to 4 million in the previous

year, with investments of 55 billion and with the

promise that the Italian factories would be

saturated for building cars for the foreign market;

he was of the opinion that, since the previous

seven plans remained words on paper, even in this

case the Company would not be able to keep its

promises since it does not have the necessary

funds, and he highlighted that in the financial

statement FIAT has debts of 30 billion, of which

9.7 billion are industrial debts, which have risen

30

by 3 billion in the last six months;

he wanted to know where the company would obtain

the funds to fulfil its promises;

he highlighted that with the merger the company

would move its tax domicile to Great Britain to pay

less taxes and their registered offices to Holland,

thus leaving a marginal role for Italy and Europe;

he recalled that in Italy in the past year 388,000

motor cars were produced, i.e. 0.59% of global

production, compared to 9% in the 70s and 4% in

2000. He considered this to be a disaster;

he was of the opinion that in the past 20 years not

only has FIAT destroyed the ALFA brand but it has

destroyed the whole automobile sector;

he concluded by referring to that which he already

stated in 2005: keeping an automobile sector in

Italy is of interest and strategic role firstly for

FIAT, then for Italy and for all workers that are

paying a very harsh price in both employment and

salary terms; this was said repeatedly even when

FIAT closed the Arese and Termini Imerese plants

and downsized others;

he underlined that half of the FIAT workers in

Italy are currently on redundancy funds;

he reminded the Assembly that he has stated on

31

numerous occasion that, if the automobile sector

has to be kept, the State must necessarily

intervene, and that the State has been absent in

recent years because the Company is not able to

provide guarantees;

he highlighted that with the merger the Company

would transfer everything outside of Italy,

underlining that FIAT was founded in Italy and

that, if FCA is to develop in the coming years,

this development should start from Italy, and he

expresses regret for the fact that in recent years

everything has been done to destroy that which was

Italian, industrial fabric of the cars and all the

brands which we are now attempting to relaunch;

he believed that this is a challenge for the

Company, which will be held to account.

Shareholder Giovanni ANTOLINI

stated that the project that was presented is very

broad and he did not want to begin discussing it

without having had time to take a look at it, but

he would make some general comments;

he expressed his committed adhesion to the new

program for strengthening, enlarging and

incorporation within FCA;

he said he has understood that 2 billion ordinary

32

shares are to be issued each with a nominal value

of 1 cent and 2 billion shares with special voting

rights, which also have a nominal value of 1 cent,

and that this means 4 billion shares to be

allocated;

he examined the numbers from the strategic business

plan which, if achieved entirely, would bring 5

billion worth of profits in 2018; he noted that,

after a period of slim pickings for shareholders,

in which no dividends are expected, 5 billion

divided by the 4 billion shares would bring a

profit per share of Euro 1.25; he noted that the

dividend, considered on the basis of the nominal

value, would be astronomical, but even by deducting

from the gross profit, the reserves, the various

amortizations and depreciations and other variables

- on the basis of the numbers - this would still be

significant;

he invited the shareholders to endorse, as was done

for CNH and FIAT INDUSTRIAL, in high percentages,

or even 100%, although he realized that there would

certainly be a few withdrawals;

he asked for explanations concerning the fact that

if withdrawals exceeded 5%, the merger would not

take place and, considering this to be a problem,

33

he believed this information needs to be clarified

for shareholders;

he questioned the media and analysts that

criticized the presentation of the strategic

business plan, highlighting that Fiat has fairly

significant stake in RCS, and believed that

journalists should limit their criticism of their

effective employers.

Shareholder Giuseppe MARGARONE

acknowledged that during the shareholders assembly

it is always the “same bunch” who speak and that

his comments would be relaxed, conversational but

also a bit perplexed;

he said he associates with the deep feeling and

emphasis with which Mr ELKANN remembered that this

if an historic day because it marks the closing of

a cycle;

he said he first arrived in Turin in 1968 and that

at that time he studied in the Polytechnic and

remembered that in those days it was less common

for people to travel and that students in

particular travelled very infrequently by airplane

and that trains travelling from the south towards

the north were full of FIAT employees and that was

the era in which Turin was identified with FIAT;

34

he pointed out that he travelled extensively

throughout Italy, especially when he began his

independent business and had contact with suppliers

from Lombardy, and he said that Turin was still

seen as the land of FIAT employees and that this

characterized an era not just for Turin, but for

the whole of Italy;

he remembered taking part in the shareholder

assemblies of the past three or four years and

declares that he kept FIAT shares despite the fact

that, in terms of risk, people from his bank have

told him it would be worth selling them;

he explained that he owned a maximum of 10,000

shares and that he even involved suppliers of his

in acquisitions and that he reached, along with

them, a maximum of 100,000 shares; he said that his

suppliers, in virtue of having invested in a

favorable period, even managed to make some money

when they sold the shares;

he pointed out that he currently owns a single

share which he effectively kept as a ticket for

participating in the shareholders assembly;

he underlined that he was moved because something

incredible is happening;

he reminded the Assembly that for the world Mr

35

MARCHIONNE, whom he thanks explicitly, saved the

Company, but he did not believe that if a person

saves a company they can then decide to lead it

wherever they choose;

he said that Mr ELKANN had promised him a meeting

in his office and, in this regard he asked where

this would be, given that FCA will be a

multinational with registered offices in Holland

and a tax domicile in London;

he wondered what would be written in Mr ELKANN’s

office, if it would be a private suite when he

would finally find the complaisance to receive him,

or a chairman’s office;

he wanted to know where Mr MARCHIONNE’s office

would be;

he returned to the subject matter which was

addressed by himself in previous statements,

relating to the production of electrical cars and

the necessary resources, noting that this is now a

reality for all car manufacturers;

he said he has had the privilege and pleasure of

trying most all of them and that driving an

electrical car is like being on a different planet,

especially given the surprising level of comfort;

he reminded the Assembly that when the first

36

approach took place with CHRYSLER, the CHRYSLER

Group had a company that mainly produced electrical

cars and that nothing more was heard of this; he

asked whether FCA intended to produce an electrical

car and whether an agreement was being assessed

with a leading Turin designer to relaunch the made

in Italy sector.


made known his websites: www.marcobava.it,

www.marcobava.eu and

www.omicidioedoardoagnelli.net;

he stated that the move from FIAT to FCA is an

operation driven by Mr MARCHIONNE, with which the

historic memory of Mr Giovanni AGNELLI is

cancelled, and he referred to the book “American

Dream – Così Marchionne ha salvato la Chrysler e

ucciso la Fiat” (How Marchionne saved Chrysler and

killed Fiat);

he reported that in America a gentleman spoke for

25 hours against Obamacare, while in today's

shareholders assembly in which FIAT is being

“killed”, not even 25 minutes are assigned;

he claimed that the failed relationships with China

also influence relations with shareholders during

the shareholders assembly and with blue-collar

37

workers that Mr MARCHIONNE would like to see

working in silence like nuns in seclusion;

he also updated those in attendance about the

position of his ongoing lawsuits: the complaint

from FIAT for breach of the peace, the suit from Mr

MARCHIONNE for, amongst other things, having called

him a “careless cocky illusionist” in 2008

following which he won the lawsuit in the first

instance of judgment and for which the appeal would

be heard on 14 August, and the civil lawsuit on 16

November against FIAT for the compensation of

damages for not having allowed him to vote during

the last shareholders assembly;

he believed that the responses given to the

questions are words with no substance, as they

mislead the market and move us away from the

established objective;

he claimed that with the approval of the merger and

non-exercising of the withdrawal right, which is

set at a maximum level of Euro 500 million to avoid

the operation, the value of the Company’s share

price would not rise because it is no longer

contestable; the same operation could have been

done simply by changing the name of the Company and

listing it on Wall Street;

38

he defined the operation that was put in place as

“a legal and behavioral monstrosity” and referred

to the answers given to his questions that were

sent prior to the shareholders assembly, numbers

20, 23, 26 and following for people to get an idea

of this;

he claimed that with the letter read at the start

by Mr MARCHIONNE he showed that he considers

himself more powerful than Divine Providence and

declared that he would obviously not be in his

camp;

he stated that, despite a gangway in the Lingotto

named after General Franco ROMANO, he does not

intend to commit suicide now or in the future even

if FIAT were to go away and the shareholders were

to accept this transfer;

he believed there is a strong discrimination

against shareholders at all levels and complained

about the presence of a media circus which serves

as fool’s gold;

he referred to Officina 82 which was recently

opened which is where he thinks today's

shareholders assembly could have taken place - as

it happened for the EXOR shareholders assembly,

which was held in the Maserati workshops - and he

39

believed that this site would not be used as a

MASERATI production pole, but only as offices for

white-collar workers;

he stated that he has always opposed the merger and

asked everyone present to do the same, because of

Mr MARCHIONNE’s lack of credibility;

he claimed that the operation has no reason to be

implemented in that it would result only in the

fall in the Company’s share price, as it happened

with CNH, and this is proven by the indebtedness,

which increased by Euro 3 billion in six months;

he pointed out that all this demonstrates that it

is impossible to reach in a five-year period

results similar to those of BMW, which took 50

years to reach these.

With the expiry of the time at his disposal,

shareholder BAVA continued his address with the

microphone switched off.

Shareholder Sergio MARCHI

complained about the continuation of shareholder

BAVA’s address with the microphone switched off;

he asked whether it is correct to set the address

time at five minutes but not the number of

addresses by the same shareholder;

he confirmed his favorable vote for the

40

deliberation proposal;

he considered the merger to be the logical outlet

for a company that wants to grow and that, after

having worked for years in Italy “demolishing cars

and factories”, in America it succeeded in getting

CHRYSLER back on its feet, while reimbursing the

loans from the American government and garnering

the support of a professional and united trade

union like Veba;

he asked why it is not possible to act in the same

way in Italy;

he remembered, with regard to the technical

capabilities of FIAT and ALFA ROMEO, how the

Giulietta, which is currently in production, has a

170bhp 1400cc multi air engine that in 2011 won a

prize in Germany as the best engine in the world,

in virtue of being the only engine to have a

special and advanced valve command system;

he believed that cars should be assessed on their

content, not on the basis of gadgets or advertising

and that in technical terms in Italy has nothing to

learn at any level from anybody;

he recognized that FIAT may certainly have made

some errors, especially at a commercial level which

then had a bearing on technical choices;

41

he believed that the Italian spirit should be

different from the current one of wanting to buy

only from abroad because some people by definition

do not like Italian products;

however he believed that Italian products are

slowly finding a foothold in Italy, as is taking

place with MASERATI, because the Ghibli and the

Quattroporte are not in any way inferior to German

models;

he concluded by greeting those in attendance and

urges the Group to continue along the same path.

Shareholder Marziano CEREDA

was of the opinion that the EXPO 2015 event, a

global occasion which is now imminent, and the

well-known additions scheduled to take place in the

Milan trade fair should be exploited by FCA, which

should inundate the pavilions with its products in

the same manner that was done for the entrance hall

for today's shareholders assembly;

he focused on the vehicles present in the entrance

hall and considers the various models of the 500 to

be a qualitatively excellent product. The Maserati

Ghibli in a Daytona grey is exceptional and the

white Ferrari California turbo is an exclusive

product;

42

he hoped that the new FERRARI, the best niche

product in the world never to be constructed, would

have the necessary technical timeframe to exhibit

some models during EXPO 2015;

he focused on the Alfa Romeo 4C exhibited in the

entrance hall, which is a highly aspirational,

prestigious and technologically advanced compared

to any car produced throughout the world, while the

Jeep Wrangler, is a beautiful car which young

people really like;

he declared that he would vote in favor and

abstained from repeating his request to facilitate

participation at the next shareholders assembly in

Amsterdam;

he considered Giovanni AGNELLI’s metallic grey 360

a priceless vehicle for emotional reasons and

because of its sublime aesthetic qualities;

he heartily spurred on the Company’s managers;

he pointed out that he was not able to recognize

the FERRARI model projected on the screen, which

perhaps was the 599 Fiorano or one of the latest

models which he has unfortunately not yet had the

chance to see.

Shareholder Tobias PILLER

said he is a shareholder with two symbolic shares

43

and that he is also a journalist;

he remembered that in 1999, during FIAT’s centenary

year, the Group had 220,000 employees, 130,000 of

whom were based in Italy, while today FIAT CHRYSLER

AUTOMOBILES still has 220,000 employees, but only

60,000 of these are in Italy; he asked whether the

60,000 employees that are currently in Italy are

employed full-time and how many are on zero hour

redundancy funds and, as a result, what the

percentage of employment for the Group is in Italy;

he would like to know the management's assessment

on how advantageous it is to hire staff and manage

factories in Italy and whether it is less

attractive than in other Countries and, if

possible, he would like to know the reasons for

this;

he asked to know whether the transfer of the

registered and tax domicile from Turin was written

in the future DNA of the Company, and if it was,

necessarily, inevitable or whether this decision

depends on corporate and fiscal organization in

Italy.

Shareholder Dario Romano RADAELLI

made it known that he wanted to present some points

of order prior to commencing and requests that his

44

address be reported fully in the present minutes,

without being summarized;

he wanted to know from the notary if he was aware

of the text of his questions which he sent to the

Board of Directors a few days before today's

shareholders assembly and whether he shared the

responses that were given to him, which he

requested and collected at the entrance along with

the file relating to today's shareholders assembly;

he asked the notary to take a position on the

legitimacy of delivering the above-mentioned files

- with the questions asked beforehand by the

various shareholders – not ex oficio to all

shareholders present at today's assembly, but only

to those people who made a specific request, which

he did not consider to be correct;

he pointed out that he requested them and was given

them, but that he did not see a queue for

collecting these documents.


asked for the minutes to acknowledge that he had

asked for the files with the questions he had sent

prior to the assembly but that these were not given

to him.


45

asked the board of directors whether they intended

to read the text of the questions sent prior to the

shareholders assembly and possibly provide

responses at the end of the first session of the

assembly debate, and asked the notary - in the

event that this should not happen - whether he

considered it to be correct and in conformity with

the legislation that the questions which have

already been presented for which answers have

already been provided are not read out to

shareholders, 95% of whom do not know the texts; he

specified that these are his initial points of

order;

he made an introduction which he considered

necessary: in its 115 year history FIAT has given a

great deal to Italy, but it has also received a

great deal;

he believed that companies listed on stock

exchanges normally pursue a good name with the

entire public; he asked himself to what extent this

is pursued with small shareholders; he said this

because people who have not be able to read his

questions do not even know what he was talking

about;

he made known that his questions included

46

observations - almost objections - on the

legitimacy of the second point on the agenda in

that – as a certified accountant he was confident

he knows a fair amount about this – the Board of

Directors has not explained exactly all of the

various elements of the complex merger operation;

he pointed out that he is certainly in favor of

internationalization – he had no hesitation in

saying this - but the conditions need to be right;

he did not believe that due attention has been

given to the consequences of holding on to shares

which have a nominal value of Euro 3.58 that at

some point in the future will be worth a cent; the

risk, in the medium term, is that they might be an

increase in capital which respects the parameter of

the new unitary capital of shares at one cent, with

a resulting hyper-dilution effect, as happened with

UNIPOLSAI;

he pointed out that, with regard to the question of

double voting rights for stable shareholders, he

had many doubts about Dutch law corresponding with

EU law, in that the Second Directive of the EEC

relating to company law establishes that equal

voting rights should correspond to the number of

contributions and he did not believe that the

47

stable shareholders should be due premiums in a

direct or indirect manner.

Shareholder Carlo Maria BRAGHERO

lamented the fact that the chairman allows all

shareholders to speak for 5 minutes, even with

topics that are completely unrelated to the agenda,

and he believed that the chairman should annul

these addresses and allow people wishing to stick

to the agenda to speak;

he observed that the chairman stood up only to

present the introduction to the extraordinary

component while his grandfather Giovanni AGNELLI

used to do for the entire duration of the

shareholders assemblies;

lamented the fact that the questions sent prior to

the shareholders assembly were not given to him

along with all the assembly documentation he

requested, and that he had to return to the seek to

collect them which he did not consider to be

correct;

he stated that the live streaming of the next

shareholders assembly of FCA is a positive feature,

but that it is a discretionary gesture, which he

found no mention of in the articles of association

of FCA meaning that it is not obligatory; he

48

wondered how long this gesture would continue for

and considered this to be an aspect of a certain

significance;

he asked why the new articles of association of FCA

do not allow for home voting and what the sense is

in allowing participation by live streaming without

the chance to vote;

he asked whether the 15-day period from the

registration in the company register of the

resolution is a binding deadline to enforce a

withdrawal right whether this is a minimum

timeframe that was chosen because proximity to the

Italian holiday of 15th August;

he asked for information on the double vote, as he

did not consider this to have been illustrated in

an exhaustive manner in the documentation that was

provided and he feared that this might prevent many

interested parties from following the respective

procedure.

Shareholder Luciano COSTA

pointed out that he looked quickly at the articles

of association of FCA and noted that the language

for official Communications is not specified nor is

the language the assembly would be conducted in. He

considered this to be fundamental for the

49

internationalization of the Company;

he considered that for the live streaming of the

shareholders assemblies one of the first obstacles

could be language and not merely that of the proxy,

and he asked what the Company intends to do in this

regard ;

he wanted to know, with regard to the objective of

reaching a production of 7 million vehicles,

whether these vehicles are exclusively for

individual transportation and whether the company

has considered amending, during the course of the

development of this project, the production towards

collective transportation vehicles driven not just

by endothermic engines but also by electrical or

other types of engines;

he asked whether the 7 million vehicles are the

result of a growth in the global market, therefore

a simple expansion, perhaps due to the development

of the African market - which is currently not

being considered, despite being one of the

continents with the greatest growth potential – or

if this is to take place at the expense of the

Company’s current competitors.

Shareholder Antonio VIALE

said he had great faith in the management and its

50

choices to bring the brand to where it is today and

he revealed that he believed wholeheartedly in this

as well as being a customer of the Company

including for premium brands;

he announced that he would approve the merger as he

believed that this may increase the value of the

Company;

he said he is an investor and currently owns about

620,000 FIAT shares and is therefore not exactly a

small shareholder;

he pointed out that he is very preoccupied by the

performance of the FIAT share which is currently

listed as 7.085;

he asked what the risk is that many people decide

to exercise their withdrawal right just for

economic reasons, considering it almost a call, and

admitted that he had thought that the share price

would have been supported by banks or third parties

given that this possibility may have existed;

he asked whether the management was of the opinion

that there was an assault on the share price to

ensure that the merger did not go through and

whether they were concerned that many people would

decide to exercise their withdrawal for merely

economic reasons;

51

he confirmed that, for the 450,000 shares he had at

the record date, he would vote in favor of the

merger and that he asked technical questions about

the enormous weakness of the share price, which he

cannot understand.

The Chief Executive Officer, Sergio MARCHIONNE

- responded to Marco Geremia Carlo BAVA that:

as reported by the statutory auditors, FIAT would

not incur any tax charges in relation to the

transaction; the Company believes that all

prerequisites and conditions for acceptance of the

ruling by the Italian tax authorities exist;

suspension of the Italian tax consolidation could

result in utilization of some tax loss

carryforwards being deferred, increasing taxes for

2014 only, with a new domestic tax consolidation

regime taking effect in 2015,

- to Gianbattista GANDAGLIA, he responded that:

a written response had already been given prior to

the Meeting,

- responded to Ms. Satenik VARDANYAN that:

it wasn’t currently possible to predict what the

initial trading price on the NYSE would be; as the

transaction will be based on a 1:1 share exchange

ratio, one could reasonably assume that there will

52

be some continuity between that opening price and

the market price for Fiat S.p.A. shares the day

prior;

- responded to Eugenio ROSCIO that:

there were no plans to organize charter flights for

future shareholder meetings; the meetings would be

streamed live, however;

– responded to Carlo MANCUSO that:

as stated on previous occasions, FIAT is not

leaving Italy, only the holding company will be

incorporated in the Netherlands; the Group’s

Italian activities, including the R&D centers that

currently employ around 8,000 people in Italy, and

its commitment to Italy in general will remain

unchanged; the decision to base the new holding

company in the Netherlands was very much influenced

by its international profile but that decision does

not mean we intend to reduce FIAT’s industrial

activities in Italy;

FCA will not be listed in London;

responded to Carlo PARIANI that:

the Alfa Museum would reopen in June next year;

- responded to Ms. Satenik VARDANYAN that:

the Company is official sponsor of EXPO 2015 and

therefore it will have a rather extensive

53

involvement;

- responded to Giuseppe MARGARONE that:

the Company makes and sells electric vehicles in

America;

the Company is collaborating with a number of well-

known designers on Group products;

the offices of the Chairman and CEO of FCA would be

based in London;

- responded to Carlo MANCUSO that:

the holding company would be incorporated in the

Netherlands and that it would be resident in the UK

exclusively for tax purposes; the Group’s Italian

activities and its commitment to Italy in general

would remain unchanged;

- responded to Giovanni ANTOLINI that:

there was no 5% limit to the exercise of cash exit

rights; there was, however, a limit of €500 million

for cash disbursements relating to creditor

opposition rights and the exercise by shareholders

of cash exit rights; if that limit were to be

exceeded the merger would not go ahead;

- responded to Dario Romano RADAELLI that:

as provided under Article 127-ter of Legislative

Decree 58/98, responses to questions presented by

shareholders prior to the Meeting could be made

54

available in writing prior to the Meeting. Those

questions are not reread during the Meeting;

as stated by the Chairman at the opening, copies of

those questions and the responses are available to

any shareholders interested;

– responded to Carlo Maria BRAGHERO that:

the only time limit imposed by law was the 15 day

period for cash exit rights;

- responded to Dario Romano RADAELLI that:

any capital increase by FCA would be based on

market value and not on the par value of the

shares;

- responded to Tobias PILLER that:

the transfer of headquarters was independent of

business and tax conditions in Italy; the decision

to base the new holding company in the Netherlands

was very much influenced by its international

profile;

the Netherlands is a neutral jurisdiction whose

corporate governance system is attractive to those

who invest in multinationals;

a Dutch holding company better reflects the

increasing international reach of the Group’s

activities;


55

in relation to the question of double votes he

should refer to Section “E” of the Q&As published

on the corporate website, which contains full

details on the special voting shares;

- responded to Antonio VIALE that:

the €500 million limit on the exercise of cash exit

rights can’t be changed by anyone, therefore, if

that limit were to be exceeded the merger could not

go ahead; his advice, based on his knowledge of the

market, is that exercising that right would be an

enormous risk. It is not a call option but a put

option that shareholders can exercise within 15

days after the minutes for the Meeting have been

filed, but the put option is conditional on the

€500 million limit not being exceeded; if the €500

million limit were to be exceeded, the put would

not be exercisable; his impartial advice would be

not to exercise the right, but everyone is free to

choose for themselves.

In relation to other questions asked, CEO Sergio

MARCHIONNE stated that no responses would be given

as those questions were not pertinent to the motion

presented.

The Chairman


56

similar to other Dutch companies, FCA’s articles of

association permitted live transmission of

shareholder meetings, meaning that all shareholders

would have the opportunity to follow live;

remote voting would not be possible, but it would

be possible to vote prior to shareholder meetings

and to follow them remotely;

this offers all shareholders a considerable

advantage when compared to the cost of a charter

flight to the Netherlands;

- responded to Luciano COSTA that:

under Dutch law, there is no requirement to specify

what language official communications are to be

made in; under the same law, the Chairman decides

in which language shareholder meetings will be

conducted;

future meetings of FCA shareholders will be

conducted in English, as is common practice for

multinationals with an international shareholder

base.

The Chairman

then proceeded with follow-up responses from

shareholders.

Shareholder Giovanni ANTOLINI

asked the Chairman, now that the €500 million limit

57

on the exercise of cash exit rights had been

clarified, why the number of shares had been set at

4 billion with an extremely low par value of just

one euro cent per share;

he felt that a larger dividend should be considered

even if net profit were below the €5 billion

projected in the business plan;

he asked if Dutch law imposed a requirement

regarding the minimum number of shares issued;

he also asked if, prior to 2018, there was the

possibility of a higher dividend than currently

intended.


asked where he could meet with the Chairman, who

had told him that he could meet with him in Turin,

since the CEO has revealed that their offices will

be in London.

The Chairman

replied that he could meet him in London, in

Brazil, in America, in China or in Turin; he noted

that the Group had and would continue to maintain a

presence in major markets around the world;

consequently, both he the Chairman and the CEO

could accommodate the shareholder wherever it would

be most convenient for him.

58


stated that he would visit the Chairman in Turin in

September.

The Chairman

said that they could meet in Turin if that was more

convenient for the shareholder.


complained about being misled for two years and

would prefer a firm response, yes or no; if the

response were to be no, he wishes FIAT all the best

anyway even though it is transferring abroad.

The Chairman

replied that it was incorrect to say that FIAT was

moving abroad; it was simply expanding its

activities.


admitted to feeling emotional;

in his opinion, the decision made by CEO

Marchionne should be supported by all.

Shareholder Carlo Maria BRAGHERO

thanked the Chairman for the information on the

provision in the articles of association that live

transmission of shareholder meetings and casting

votes prior to meetings would be possible;

he conjectured that the number of Italian

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shareholders will diminish, not because of the

transfer abroad but because dividends distributed

abroad will be subject to a double withholding,

except where a rebate can be claimed. He asked for

clarification on this point.

The Chairman

reassured Mr. BRAGHERO concerning the tax issue;

with regard to the provision in the articles of

association, he referred him to Article 20.8 on

page 23 of the FCA articles distributed at the

Meeting.


acknowledged and thanked Mr. MARCHIONNE for his

replies, but commented that he didn’t agree with

those replies and felt they were incomplete;

he reserved the right to seek legal redress and

invited the other shareholders to join to him in

challenging the legitimacy of the points he had

raised before the EU Court of Justice. He asked the

notary to review his questions to see if he also

felt his arguments had merit.


stated that he believed he had done his part and

was still awaiting a response;

he told shareholder MARGARONE that he had been in

60

MARCHIONNE’s office and had found it quite dark; he

remarked that the Chairman had a residence in

Frescot with a beautiful garden and it would be a

suitable venue;

on the basis of the discussion, he asked

shareholders to vote against the merger for the

following reasons:

– there is no financial rationale for the merger;

– the Company could be listed even if it remained

in Italy:

– it is an abuse of the law as the only reason for

the transaction is to save on taxes;

– there is no permanent undertaking in the UK, with

just 50 people working out of a rented office

space;

– legal mechanisms have been misused for the sole

purpose of reducing taxes;

– the only reason for the reorganization is to save

taxes;

– the proposed redemption value is not correct;

– it is a violation of the right to vote on the

basis of a capital value;

he asked shareholders to vote on the basis of the

credibility he has always demonstrated by contrast

to the CEO who, he asserted, had misled people by

61

his suggestion that they not exercise their cash

exit rights.

Following expiry of the allotted time, Mr. BAVA

continued to speak with the microphone switched

off.

The Chief Executive Officer, Sergio MARCHIONNE

- responded to shareholder Giovanni ANTOLINI that:

the par value of FCA common shares was set at €0.01

per share to minimize the impact of the special

voting mechanism on FCA’s share capital; the

reduction in par value would bring FCA’s common

shares in line with those of other companies quoted

on the NYSE and other quoted Dutch companies; the

excess share capital following the reduction in par

value per share would be recognized in reserves

and, therefore, total capital immediately following

the merger would be equivalent to FIAT’s total

capital immediately prior to the merger; under

Dutch law, there is no requirement regarding

minimum number of shares issued.

He explained why he had recommended that

shareholders not exercise cash exit rights, stating

that:

within 15 days of registration of the EGM minutes,

shareholders could notify the Company of their

62

intention to exercise their cash exit rights and

receive €7.727 per share, representing an historic

average price which is above the current market

price;

cash exit rights are limited, however, and if

exercise of those rights together with any

potential payouts to creditors opposing the

transaction were to exceed a value of €500 million,

then the merger would not take place;

a minimum of 60 days must pass after registration

of the meeting minutes before it will be possible

to determine accurately how many shareholders have

exercised cash exit rights and how many creditors

have opposed the transaction; that takes us to

October-November at which point anyone who had cash

exit rights would no longer be able to exercise

them; the outcome would not be known until October,

once the 60-day period has expired, and so the

advice is not to do it because of the enormous risk

involved; to BAVA he replied that his

recommendation not to exercise cash exit rights was

to all shareholders other than him, who only holds

1 share; if he were to exercise the put on his

share, many shareholders would be willing to pay

the €7.70 to resolve his emotional issue as would

63

the CEO himself.

With nobody else asking to take the floor, the

Chairman closed the discussion and moved on to the

vote on the motion, specifying that the voting

would take place using the TELEVOTO system in

accordance with the instructions shown on the

screen.

The Chairman declared the voting open and reminded

shareholders that they should press button:

. F to vote in favor

. C to vote against

. A to abstain

He then instructed shareholders that, after

checking the display to verify that the vote

entered was correct, they should press the OK

button to record their vote.

He added that proxies or trustees needing to

differentiate votes should vote at the assisted

voting booth.

He then declared the vote open.

The Chairman then declared that the motion had been

approved by a majority with:

551,887,581 votes in favor

100,111,736 vote against

3,169,306 abstentions

64

and 36,113 shares not voted.

The list of shareholders participating in the

extraordinary session of the general meeting who

voted in favor, against, abstained or did not vote,

with the respective number of shares, is reported

in Attachment “D”.

Before closing the proceedings, the Chairman

announced the names of the members of the board of

directors of FCA N.V. who would take office with

effect from the effective date of the merger, as

follows:

John ELKANN

Sergio MARCHIONNE

Andrea AGNELLI

Tiberto BRANDOLINI D'ADDA

Glenn EARLE

Valerie A. MARS

Ruth J. SIMMONS

Ronald L. THOMPSON

Patience WHEATCROFT

Stephen M. WOLF

Ermenegildo ZEGNA.

He then noted that it had been decided that Sergio

MARCHIONNE and the Chairman would continue on the

Board, as announced at the Detroit Auto Show at the

65

beginning of the year.

He added that it was considered important the new

board include members from the FIAT board of

directors – represented by Andrea AGNELLI, Tiberto

BRANDOLINI D’ADDA and Patience WHEATCROFT – and

from the CHRYSLER board of directors – represented

by Ruth J. SIMMONS, Ronald L. THOMPSON and Stephen

M. WOLF. In addition, three new directors will

join the board: Glenn EARLE, whose appointment

shareholders had voted on today, Ermenegildo ZEGNA

and Valerie A. MARS.

The Chairman added that, although the board was not

large, it was made up of individuals with

significant experience and knowledge of both FIAT

and CHRYSLER, as well as having an appropriate mix

of professional backgrounds and gender.

He noted that the new board would take office once

the process outlined by the CEO had been completed

and it was expected that the first board meeting

would take place in October.

He then thanked shareholders for their

contributions to the Meeting and for their patience

regarding certain speeches they had been forced to

listen to.

He repeated that today was an important day and a

66

new beginning, and he expressed his confidence that

those who remained shareholders of FIAT CHRYSLER

AUTOMOBILES, including himself, would be rewarded.

The Chairman’s comments were followed by applause

from shareholders.

There being no other items on the agenda, the

Chairman declared the meeting concluded at

approximately 2:30 p.m.

The following attachments, the reading of which was

waived, form an integral and substantive part of

the minutes:

– Attachment “A”, the text of the address from the

Chairman,

– Attachment “B”, the text of the address from the

CEO,

– Attachment “C”, the merger plan and related

attachments, with relative translations duly sworn

before Remo Maria MORONE, Notary registered in

Turin, on 20 June 2014 and filed as document no.

3673,

- Attachment “D”, a list of participants in the

extraordinary session of the general meeting,

attending on their own behalf or as proxy, with

details of the number of shares voted and, in each

case, an indication of whether the shares were

67

voted in favor, against, abstained, or not voted,

I, notary, having been asked to record these

minutes have read them to the meeting chairman who

declared that they were in accordance with his will

and signed them as confirmation.

Typed by persons under my instruction, this

document consists of 17 folios of official foolscap

paper, occupying 66 pages and part of the 67th.

Original signed by:

John Philip ELKANN

Ettore MORONE, Notary

Attachment “A” to document no. 116430/20102

ADDRESS FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Shareholders,

Today we are asking you to approve a merger which will result in a change of legal

domicile and name for the Company.

Our Company’s future begins today.

This doesn’t prevent us from reflecting on its past, on the Company’s 115 years of

history that is closely interwoven with the history of Italy and with each one of us.

It is a story of work, progress, technology, industry, men and women, entire

generations that all contributed to making us what we are today.

But today we want to look to the future, to what we can be and want to be in the

coming years.

Fifteen years have passed since we celebrated Fiat’s centenary. Since then, we

have come a long way.

This slide shows a map of Fiat’s automotive plants in 1999. As you can see, our

manufacturing activities were heavily concentrated in Europe and Italy, with only

a modest presence in the Americas.

Today, fifteen years later, the situation is very different. We have maintained, in

fact strengthened, our presence in Europe and Italy. We have also grown

significantly in Brazil and America, as well as in Asia where we didn’t have a

presence, particularly in India and China.

This transformation has accelerated in recent years, with our active participation

in the consolidation of the auto sector. We have given two companies, Fiat and

Chrysler, each with a proud past, the opportunity to join forces as Fiat Chrysler

Automobiles – FCA – a global automaker.

However, being global doesn’t mean being indifferent to conditions in each local

area where FCA’s activities are located.

Both in Italy, where we began and where we plan to continue having an active

role, and elsewhere around the world.

I just want to make a final comment before returning to the proceedings.

Over the past few days I have read in the newspapers that my family is “tired”

and would be happy to free itself to focus on other less challenging and less risky

activities.

Today I want to reconfirm my personal commitment and that of my family to

continue to support FCA, particularly now with the enormous opportunities that

are before us.

I invite you all to join forces with us and build a future for Fiat Chrysler

Automobiles together.

Thank you all.

Fiat EGM Page 1 of 12 01/08/2014

ADDRESS FROM THE CHIEF EXECUTIVE OFFICER

Good Morning Shareholders,

Before proceeding with the discussion and voting on today’s agenda, I

would just like to say a few words about the significance of the transaction

that you are being asked to approve today.

Those of you who have followed the transformation of Fiat over the past

10 years know that there have been many new beginnings.

In 2004, we began the process of turning around a group that was on the

brink of failure, introducing a new culture and operating approach.

We launched a series of initiatives that would give the Group a global reach

and the tools to compete with the very best.

Attachment “B” to document no. 116430/20102

Fiat EGM Page 2 of 12 01/08/2014

Then, in 2009, the crisis in the U.S. auto industry opened up the

extraordinary opportunity for us to form an alliance with Chrysler and, in

addition to many other benefits, achieve the economies of scale that, today,

are essential to the survival of any automaker.

Of course, one of the most defining moments was in 2011, when Fiat was

split into two separate groups: one consisting of Fiat and Chrysler and the

other which we know today as CNH Industrial.

Then, as now, there was also an emotional element to the transaction.

Decisions with such far-reaching implications are never easy.

Particularly given the like

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