Share Capital €4,465,600 MARRONE Vittorio MINCATO Ratan Naval TATA; - also present were: . the...

This document has been translated into English for the convenience of international readers.

The original Italian document should be considered the authoritative version.

1

"Fiat S.p.A."

Registered Office - Via Nizza 250, Turin, Italy

Share Capital €4,465,600,020

Turin Companies Register

no. 00469580013

* * * * *

Minutes for the ordinary general meeting of sharehold-

ers held on 4 April 2012

* * * * *

On the fourth of April two thousand and twelve,

at Centro Congressi Lingotto, Via Nizza 280, Turin, at

approximately 11 a.m., ordinary and extraordinary gen-

eral meetings of shareholders, convened on single call

pursuant to the notice published on the Company’s web-

site and in La Stampa on 23 February 2012, were held to

discuss and vote on the following

Agenda

1. Motion for approval of the Statutory Financial

Statements for the year ended 31 December 2011 and al-

location of profit for the year.

2. Election of the Boards of Directors and Statutory

Auditors:

2

a) Determination of the number of members of the Board

of Directors and compensation;

b) Election of the Board of Directors;

c) Election of the Statutory Auditors;

d) Determination of compensation for the Statutory Au-

ditors.

3. Audit Engagement: revision of fees.

4. Compensation and own shares:

a) Compensation policy pursuant to Article 123-ter of

Legislative Decree 58/98;

b) Incentives Plan, resolutions pursuant to Article

114-bis of Legislative Decree 58/98;

c) Authorization for the purchase and disposal of own

shares.

5. Mandatory conversion of preference and savings

shares into ordinary shares and consequent changes to

the By-laws; related resolutions.

In accordance with the By-laws, John Philip ELKANN,

Chairman of the Board of Directors, assumed the chair

and began proceedings, stating first of all that:

- notice of the meeting had been published on 23 Feb-

ruary 2012 on the Company’s website and in the daily La

Stampa, as indicated before, pursuant to Article 7 of

3

the By-laws and current laws and regulations; further-

more notice of the meeting had also been sent to Borsa

Italiana S.p.A.;

- information requirements vis-à-vis the public and

Consob had been complied with;

- 1,049 shareholders were present or represented, ac-

counting for 568,810,075 ordinary shares, out of a to-

tal of 1,092,680,610 ordinary shares, and 32,292,310

preference shares out of a total of 103,292,310, all

having a nominal value of €3.50 per share;

- at today’s meeting, the highest ever representation

of shareholders was recorded;

- the meeting was regularly constituted and could val-

idly vote on the items on the agenda.

The Chairman, with the approval of shareholders pre-

sent, asked Mr. Ettore MORONE to serve as secretary for

the ordinary session - constituting the first four

items on the agenda - and noted for the record that:

- in addition to himself, the Chairman, the following

members of the Board of Directors were also present:

Sergio MARCHIONNE - CEO

Andrea AGNELLI

Tiberto BRANDOLINI D'ADDA

4

Gian Maria GROS PIETRO

Pasquale PISTORIO

Mario ZIBETTI;

- as well as the regular members of the Board of Statu-

tory Auditors:

Riccardo PEROTTA - Chairman

Giuseppe CAMOSCI

Piero LOCATELLI;

- the following Directors were absent:

Carlo BAREL DI SANT'ALBANO

Roland BERGER

René Joseph CARRON

Luca CORDERO DI MONTEZEMOLO

Luca GARAVOGLIA

Virgilio MARRONE

Vittorio MINCATO

Ratan Naval TATA;

- also present were:

. the Secretary of the Board of Directors, Franzo

GRANDE STEVENS,

. the common representative for the holders of prefer-

ence shares, Oreste CAGNASSO,

5

. the common representative for the holders of savings

shares, Aldo MILANESE,

. the representative of Servizio Titoli S.p.A., the

Company’s Designated Representative for the conferment

of proxies pursuant to Article 135-undecies of Legisla-

tive Decree 58/98;

- through delegated personnel, the identity of those

present and their right to attend had been verified;

- the list of names of those participating in the ordi-

nary session of the meeting, either directly or by

proxy, and the respective number of shares held would

be attached to the minutes (Attachment I).

The Chairman stated that the entities holding more than

2% of voting shares (ordinary and preference) partici-

pating in the meeting were as follows:

* Giovanni Agnelli e C. S.a.p.a., with 332,887,447 or-

dinary shares and 31,082,500 preference shares, equiva-

lent to 30.43% of total voting shares, held through its

subsidiary EXOR S.p.A.,

* BlackRock Inc., with 33,836,697 ordinary shares,

equivalent to 2.83%,

* Capital Research and Management Company, with

24,387,500 ordinary shares, equivalent to 2.04%,

6

* Fiat S.p.A., with 34,568,458 ordinary shares, with

voting rights suspended, equivalent to 2.89%.

He then specified that no shareholder agreements pursu-

ant to Article 122 of Legislative Decree 58/1998 were

known to exist.

The Chairman then proposed that, if those present had

no objection, a group of students from the Economics

and Law departments of the University of Turin and in-

vestment analysts would observe the meeting in person,

in addition to members of the press who were located in

a dedicated press room.

He noted that also present were representatives from

the independent auditors and specialist personnel whose

role was to assist with the proceedings. He reminded

shareholders that if they intended to leave the meeting

prior to its conclusion, they must make themselves

known when leaving so that the count of votes repre-

sented could be updated accordingly.

Prior to moving on to the meeting agenda, the Chairman

also gave a reminder that, pursuant to Article 5.2 of

the Procedures for General Meetings provided as an at-

tachment to the Annual Report on Corporate Governance

that had been distributed to those present, there would

7

be no reading of the documents that had been filed and

made publicly available.

He then stated 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, stating the intended topic.

He also noted that, pursuant to the Procedures for Gen-

eral Meetings, the use of audio or video recording de-

vices by shareholders was forbidden, and mobile tele-

phones were to be turned off.

He also gave a reminder to shareholders who would be

called to the microphone that, pursuant to the same

Procedures, addresses should be concise and strictly

pertinent to the matter under discussion.

He then clarified that, pursuant to the aforementioned

Procedures, addresses which caused a disturbance or ob-

structed the participation of others or which were of-

fensive or improper would not be permitted.

Additionally, considering the large number of addresses

to be made, and in accordance with the aforementioned

Procedures, he stated that 5 minutes would be consid-

ered an adequate allotment of time to address the meet-

8

ing with 2 minutes for replies, at which time any dec-

larations relating to the vote should be made.

Marco Geremia Carlo BAVA (shareholder) asked for it to

be recorded in the minutes that he opposed this time

limit.

The Chairman

noted that addresses and replies would be considered

concluded once the maximum time had expired and the

floor would automatically pass to the next shareholder.

He then gave the following address:

“Before proceeding with the meeting agenda, I would

like to make a few comments about 2011.

It was a year in which FIAT changed forever, with the

spin-off of the activities now forming FIAT Industrial

and the acquisition of a majority interest in Chrysler,

today you are looking at a completely new automobile

group.

As a result of the union with Chrysler, Fabbrica Ital-

iana Automobili Torino, established here in Turin in

1899, is now one of the world’s leading car manufactur-

ers, selling 4 million cars a year, with operations in

44 countries and business activities in 140.

9

A snapshot of the key figures tells the story. If you

look at the breakdown of the Group’s €59 bn in reve-

nues, you can see that it is well balanced: €21 bn in

NAFTA, €21 bn in Europe, €11 bn in the Mercosur region

and €5 bn in the rest of the world.

The Group has 155 plants, where more than 4 million

cars are produced annually for all 9 brands; 77 R&D

centers; and 197,000 employees worldwide.

FIAT-CHRYSLER is organized into several geographic re-

gions, with Turin the hub for activities here in Eu-

rope; Detroit for North America; Betim for South Ameri-

ca; and Shanghai for Asia. It is managed by Sergio Mar-

chionne, with the support of the Group Executive Coun-

cil, which is made up of the top management personnel

from FIAT and CHRYSLER – a multi-national group of both

men and women.

The integration of these two groups has allowed us to

look at the world differently. We started 2011 with the

aim and ambition of becoming one of the world’s leading

automobile groups, and we will continue toward that

goal in the years to come.

Doing so has also brought significant advantages to the

individual component parts of the FIAT-CHRYSLER uni-

10

verse and if we take the latest investment here in Ita-

ly in Pomigliano, probably the largest investment made

in Italy in recent years, we can see how the Group ben-

efits from being present in multiple markets. And if we

look at projects in the works for Maserati, right here

in Grugliasco, or those in the works for Mirafiori,

they are possible precisely because of the opportuni-

ties that have been created to export to other markets.

At today’s Meeting we will also talk about simplifica-

tion. A great deal has been done to simplify the scope

of activities and the organization. And, in fact, one

of the items on the agenda relates to simplification of

the shareholding structure, where we are proposing the

transition to a single class of shares.

The other simplification we are proposing relates to

the Board of Directors, with a reduction to 9 members,

because a streamlined Board will undoubtedly be a more

efficient Board.

The Board will also be made up of people whose profes-

sional skills will complement the management of Sergio

Marchionne and the Group Executive Council, and for the

first time will also include women, including Joyce

Bigio who is with us here today.

11

On the subject of women, and of how women have become

increasingly important at FIAT, showing that anyone,

from anywhere and regardless of gender, has the chance

to realize their full potential within our organiza-

tion. Our current human resources director is in fact

an American woman.

It is a fitting coincidence that today, April 4th, is

the 125th anniversary of the election of a woman, Su-

sanna Madora Salter, as mayor of a city in the USA,

representing the first time ever that a woman held a

public office in the United States.

On that auspicious note, let us now proceed with the

meeting agenda.”

The Chairman’s address was followed by a warm round of

applause from shareholders.

The Chairman then declared the meeting open and moved

to the agenda, listing the individual items.

On item

1. Motion for approval of the statutory financial

statements for the year ended 31 December 2011 and al-

location of profit for the year,

12

the Chairman gave the floor to the CEO, Sergio MAR-

CHIONNE, who gave an address, the text of which is pro-

vided as Attachment A to the minutes.

During his address, the three videos referred to in the

text were shown.

The CEO’s presentation was followed by a warm round of

applause from shareholders.

The Chairman then read the motion for the approval of

the statutory financial statements and allocation of

2011 profit transcribed here below:

"Shareholders,

we hereby submit the Statutory Financial Statements for

the year ended 31 December 2011 for your approval. In

order to strengthen the Group’s capital and maintain a

high level of liquidity, we propose that, consistent

with the requirements of law and the By-laws, the prof-

it for the year of €99,165,620 be allocated as follows:

- to the Legal Reserve, €4,958,281;

- to each preference share, a dividend of €0.217, to-

taling approximately €22.4 million;

- to each savings share, a dividend of €0.217, totaling

approximately €17.3 million;

13

- to Retained Profit, the remaining amount totaling ap-

proximately €54.5 million.

Payment of the dividend on preference and savings

shares will be from 26 April 2012, with detachment of

the coupon on 23 April. The dividend will be payable on

shares outstanding at the coupon detachment date."

The Chairman then gave the floor to the chairman of the

Board of Statutory Auditors, Riccardo PEROTTA, who gave

the following address:

“On 21 February 2012, in my capacity as chairman of the

Board of Statutory Auditors of Fiat S.p.A., I received

a complaint brought by the shareholder Marco BAVA under

Article 2408 of the Civil Code. In his complaint, the

shareholder claimed that Fiat S.p.A. had failed to com-

ply with the legislation referred to in Article 114 of

Legislative Decree 58/98, since, up until the date of

said complaint, it had failed to publish the date of

the meeting for the approval of the financial state-

ments for the year ended 31 December 2011 in its Corpo-

rate Calendar. He asked the company to promptly remedy

this alleged negligence.

I, together with the other Statutory Auditors, wish to

inform Mr. BAVA that on 22 February 2012, the same date

14

that the Board of Directors approved the resolution to

call the meeting, the Company published the meeting

date in its Corporate Calendar.

The Board of Statutory Auditors, moreover, wishes to

point out that the nature of the complaint does not

fall within the scope of the disclosure requirements of

Article 114 of Legislative Decree 58/98. Publication in

the Corporate Calendar of the date of the meeting to

approve the annual financial statements does not, in

fact, fall within the definition of inside information

provided under Article 181 of the Decree, nor any of

the categories addressed under Article 66 of the Consob

Issuer Regulations, by virtue of the fact that it is

not information that may potentially influence the

share price.

Provision of that information is only required by Borsa

Italiana - under Article 2.6.2 of the Borsa Italiana

Market Rules - and public disclosure is not a require-

ment under Article 114 of Legislative Decree 58/98.

Mr. BAVA requested access to the Shareholders’ Register

as well as being provided a digital copy. The Company

had satisfied both of Mr. BAVA’s requests and, in ac-

cordance with Article 2422(1) of the Civil Code, he was

15

asked to pay the relative costs. On 28 March 2012, Mr.

BAVA complained, pursuant to Article 2408 of the Civil

Code, that he had suffered damages and been subject to

discrimination with regard to his solicitation for

proxies. The Board of Statutory Auditors does not con-

sider that applying the provisions of the Civil Code

constitutes an “improper act”."

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

resolutions. He asked that the addresses, therefore, be

concise and pertinent, that speakers remain within the

maximum limit of five minutes and two minutes for the

replies, during which, as stated previously, any voting

declarations should be made.

He also specified that once the maximum time was

reached, as stated previously, the floor would automat-

ically pass to the next shareholder in the order booked

and that a brief alarm would signal when only one mi-

nute remained.

The Chairman also noted that the minutes for the meet-

ing would not include or provide as attachments any ad-

16

dresses or parts of addresses that were not actually

read for the benefit of those present and pertinent to

the items on the agenda.

He then stated that some shareholders had exercised

their right to present questions even prior to the

meeting, submitting some quite detailed questions in

fact, and that written responses had been sent directly

to the persons concerned.

He then stated that anyone interested could obtain cop-

ies of these questions and the answers provided from

the staff at the entrance to the hall.

The Chairman then opened the floor for a discussion on

the financial statements.

A summary is provided below.

Franco BORLENGHI (shareholder)

noted that last year had been an exceptional one for

the Group, allowing it to look to 2012 with confidence,

despite it promising to be a difficult year for the Eu-

ropean economy;

he stated that he was satisfied with the results for

the year in discussion, the first following the demerg-

er that had taken place at the end of 2010, which ended

17

on a positive note both for FIAT S.p.A. and for FIAT

Industrial, which had exceeded their planned targets;

he highlighted that operating profit was up by €1.29 bn

on 2010, at over €2.39 bn, revenue had risen to €59.6

bn and industrial net debt had fallen to €5.5 bn;

he explained that liquidity had continued to grow, at

€20.7 bn, and that together Turin and Detroit had man-

aged to sell 4m cars, making them seventh in the world

among car manufacturers;

he observed that the Board of Directors had decided not

to distribute the dividend on ordinary shares and to

distribute only a total dividend of €40m to preference

and savings shares, amounting to €0.217 per share, in

order to maintain high levels of liquidity;

he asked Mr. MARCHIONNE whether it was true that FIAT

and CHRYSLER were looking, in Asia or elsewhere, for a

new partner that could allow them to establish a global

alliance;

he asked Mr. MARCHIONNE whether the economic crisis,

taxes, the car transporters strike and the high price

of petrol, the main cause of the drop in sales to lev-

els of 32 years ago, together with a falling market

would lead the car industry to pay in terms of jobs,

18

since a large number of dealerships would close and

along with them sales outlets and service centers;

he concluded by thanking Mr. MARCHIONNE in advance for

any answers he might provide, and asked him to send him

a copy of the minutes;

he said that he would vote to approve the financial

statements, which he deemed excellent;

he regretted that he would be unable to attend the FIAT

Industrial meeting the following day, and hoped the

Board of Directors would have a constructive meeting,

as well as expressing his best wishes for Easter to all

present.

Marco Fabrizio ZABARINI (shareholder)

examined the situation of FIAT in its entirety, and was

convinced that it was a cyclical company that was par-

ticularly affected by the crisis that had hit Europe in

general and Italy in particular;

he though the crisis would last for several years be-

cause company employees do not have the resources to

fuel domestic consumption, meaning they are unable to

take on a major expense like purchasing a car, even a

small one;

19

he briefly outlined the history of the Company, which

has presented seven development plans over the last

eleven years, including four under the management of

Mr. MARCHIONNE;

he claimed that none of the targets had been reached:

production was expected to double yet had more than

halved, investments were down, a cost saving policy had

been pursued based solely on exploitation of the work-

ers, some plants had been closed that were supposed to

stay open and two others would probably be closed, jobs

and wages had been cut, and extensive use had been made

of temporary lay-off schemes;

he highlighted that in Italy more than 50% of workers

in the car sector are permanently on temporary redun-

dancy pay;

the question is, what has happened to the “Fabbrica

Italia” plan and the €20 bn to invest over four years,

the 40 new models and the planned doubling of produc-

tion, considering that only €1 bn was announced for the

Mirafiori plant and €700m for Pomigliano d'Arco, corre-

sponding to about 9% of what had been promised;

20

he focused on the plans announced for Russia, with the

declared production of 300,000 cars, including Jeeps

and SUVs in St. Petersburg and Alfa 159s in Moscow;

he was of the opinion that this project showed that the

Russians are interested in mid-high range cars, which

included ALFA ROMEO and CHRYSLER, with the Jeep brand;

he pointed out that profits on mid-high range cars are

significantly higher than on low-range products, and

give the company more leeway to increase wages; on the

contrary, there is less interest in the mid-low range

market since profits are minimal, but would be suffi-

cient for production in Serbia, a country destroyed by

the Balkan War, whose population started out from

scratch to rebuild the country, and who, thanks to the

free trade agreement with Russia, can export low-range

cars;

he considered Russia to be a great country that had em-

barked on a journey of reconstruction with the goal of

returning to its former status as a superpower; for

this reason, it cannot do without a major car company

and FIAT, which brings back memories of Togliatti,

would be perfect, since it has production plants in Eu-

rope, Asia, North America and South America;

21

he moreover considered that Eastern Europe needed to

renew its agricultural machinery and that a Russian in-

vestor might thus be interested in buying a stake, al-

beit a minority, in FIAT INDUSTRIAL, and asked the

Board to consider this;

he believed that FIAT should sell, since it was overly

biased towards the low end of the car market, whose

natural buyers are employees, currently suffering as a

result of the crisis affecting their companies; terri-

fied by the severity of the crisis, coupled with the

fact that their salaries are among the lowest among

OECD countries, they put off buying a car and give pri-

ority to day-to-day survival;

he emphasized that this situation affected FIAT’s ac-

counts, and that the Company only survives thanks to

the income generated by CHRYSLER, which belongs to the

medium-high range and generates impressive earnings in

the US.

Jutta SPERBER (shareholder)

expressed her heartfelt thanks for the excellent re-

sults achieved in difficult times;

she wanted to take this opportunity to ask a question

about a feature of cars, and asked how we should assess

22

the dangerousness of the substance used as a refriger-

ant in car air conditioning systems in the event of a

serious accident involving a fire.

Marco Geremia Carlo BAVA (shareholder)

he proposed two motions: the first concerning the pos-

sibility to discuss a new agenda item regarding a claim

for liability against the CEO Sergio MARCHIONNE; the

second relating to the rationing of time available for

addresses, which he opposed and deemed illegitimate;

he stated that he intended to make a complaint for

trespass against the person if these restrictions were

implemented;

he mentioned that his website is www.marcobava.it, or

www.omicidio.edoardoagnelli.tk, seeing that

www.marcobava.tk is no longer secure;

he asked for a correction to be made to last year’s

minutes, in the section which records that the share-

holder Mr. BAVA said that Giovanni AGNELLI called him,

like everyone else “lackey”, whereas it should say that

Giovanni AGNELLI called everyone else “lackey”, in the

presence of BAVA;

23

he presented also this year a book on Edoardo AGNELLI’s

murder, written by Antonio PARISI, entitled "I misteri

di casa Agnelli", and published by ALIBERTI;

he believed the contents of the book entitled "Mondo

Agnelli: Fiat, Chrysler and the Power of a Dynasty”

should also be disputed, since he was of the opinion

that it was not at all true that Edoardo AGNELLI was

furious because Giovanni Alberto AGNELLI had been cho-

sen as chairman of FIAT, but agreed with the decision,

unlike his mother, who even before his death, convinced

her husband to replace Giovanni Alberto AGNELLI with

John Philip ELKANN;

he mentioned Alan FRIEDMAN’s interview with Giovanni

Alberto AGNELLI on MEDIOBANCA, which pitched the latter

against Vincenzo MARANGHI, who he considered to be no-

toriously vindictive;

in his opinion, the book “Mondo Agnelli: Fiat, Chrysler

and the Power of a Dynasty", written by an American

journalist, was not credible, since it showed a photo

of Edoardo AGNELLI on a bridge, without citing the

source; he said he would report this to the judicial

authorities, in order to ascertain why this photo, if

24

it existed, had not been produced as evidence during

investigations into the death of Edoardo AGNELLI;

he was of the opinion that limiting the time for ad-

dresses did not prevent shareholders from making un-

pleasant statements to the Board of Directors, since it

only took a moment to point out that FIAT could be to-

morrow’s PARMALAT, due to its excessive liquidity;

on the issue of limiting the time allocated for ad-

dresses, he stated his support for the State Prosecutor

at the Court of Turin, Giancarlo CASELLI, whose freedom

of expression had been limited, as had his on various

occasions also through the threat of a criminal com-

plaint made by the lawyer Roberto RUSSO, present at the

meeting;

he believed that the economic data show that the CEO is

not telling the truth, pointing out that the initial

stock doubled in a year and observing that three fig-

ures demonstrate the unlikelihood of what the CEO il-

lustrated: liquidity of €17 bn, assets of €12 bn, and

net debt of €9 bn;

he stated that there was no company in Europe whose li-

quidity exceeded its assets;

25

he would like to know the amount of credit brought for-

ward, the unpaid balance on loans and the cost of re-

furbishing the CEO’s office, seeing that in the course

of 20 years Giovanni AGNELLI had never changed it;

he asked what had happened to the 200 cars of the FIAT

collection;

he stated that FIAT had recently appeared in the press

thanks to the positive work carried out by the CEO, but

asked those present to vote to bring a claim for lia-

bility against him and to vote against all the items on

the agenda;

he stated that he was committed, as his worker father

had asked him when he was a student, to always defend-

ing the workers, and thought it was right for workers,

who are not protected by an absentee trade union, to

defend their rights by striking.

As the time available had run out, the shareholder

Marco Geremia Carlo BAVA continued to speak with the

microphone off.

Franco Andrea BENOFFI GAMBAROVA (shareholder)

stated that thanks to information provided by Mr. MAR-

CHIONNE, the shareholders were in a position to per-

26

fectly understand what had taken place in 2011 and what

would happen next;

he said that he only had a few questions, all of which

regarded the situation abroad;

he asked when the release of the first vehicles pro-

duced in Russia was planned for;

he said he would like further information on production

in China, since he considered this nation to be a valid

partner and maintained that it had already demonstrated

this in the truck sector;

he said he would like clarification on the situation in

India, a nation in which he said the Company had suf-

fered some disappointments and where it had decided to

outsource marketing; he asked whether these events

marked the beginning of a phase of detachment;

he considered the use of the adjective "exceptional",

used in a FIAT press release and criticized by some

newspapers, to qualify 2011, to be extremely apt;

he pointed out that something "exceptional" "represents

an exception", is "out of the ordinary", or "anoma-

lous", and that in this sense 2011 was an anomalous

year, in a negative sense, since the economic and fi-

nancial crisis worsened and above all affected the mid-

27

dle and middle-lower social groups that represent the

target market for the Company's traditional cars;

he maintained that 2011 had been exceptional also in

terms of results, since in such a difficult year the

Company recorded a profit, albeit modest, but in any

case sufficient to allow it to distribute the dividend

for preference and savings shares;

he thought that the exceptional nature of the year was

down to the work of all those who worked at FIAT;

he was shocked by the behavior of those shareholders

who, rather than thanking Mr. MARCHIONNE, the Company

directors and all those who worked at FIAT, criticized

the CEO’s remuneration, comprising a fixed salary,

stock options and stock grants, and maintained that not

everyone who uses the term "stock grants" knows what it

means;

he asked the shareholders to recall the state FIAT was

in in 2004, destined to go under;

he pointed out the considerable changes made by MAR-

CHIONNE, his ability to solve the put option issue, ob-

taining €1.5 bn from GENERAL MOTORS, and the fact that

he pulled off the brilliant “CHRYSLER operation”;

28

He reminded the meeting that the CEO had revolutionized

the entire Company, from top to bottom, had given the

shareholders a company that was respected internation-

ally, was the seventh largest in the world and would

provide significant satisfaction;

he thanked the CEO and expressed his contempt for those

who criticized how much he was paid.

Raoul RAGNI (shareholder)

recalled a FIAT meeting of around 15 years ago, which

took place in Via Chiabrera at the time of Mr. CAN-

TARELLA, in which the investment in Brazil was proposed

and initiated, and thanks to which the Company still

enjoys benefits on its balance sheet today;

he observed that the State received 21% VAT on car

sales, as well as the Italian registration fee and the

provincial registration fee for a total of around €3000

on a car selling for around €10,000 such as a Panda or

a Punto; he believed that in a situation such as the

current economic crisis, these charges should be re-

duced, allowing the Company to sell more cars and in-

crease its revenue;

29

he thought that there were around 10 million polluting

cars that should be taken off the roads so as to avoid

paying further sanctions to Brussels;

he liked the Freemont SUV, which he thought was an ex-

ceptional vehicle, and wondered why the Company didn't

try to launch it on the Saudi Arabian market.

Romano Giuseppe BORGARO (shareholder)

asked the shareholder BAVA, who was continuing to speak

with the microphone off, to let him speak.

he greeted the shareholders and the Board of Directors

and said he had been a small shareholder for over 50

years and was extremely fond of FIAT, since he had been

through good and bad times with it, as if it were a

member of his family;

he said he was moved when he first saw the new Panda

commercial, and identified with the Company in which he

believed;

he said he was speaking at the meeting to bring to its

attention one of the many Italies mentioned in the Pan-

da commercial, that of the young looking for a future,

since it was something that affected him at close hand;

he mentioned that his own daughter was one of those

young people looking for a future, and that he she had

30

graduated with top marks and had also been awarded a

prestigious Masters degree in Marketing Management In-

novation by the ISPD Foundation, to whose participants

FIAT had offered work placements the previous year;

he wondered why, when his daughter sent her applica-

tion, FIAT didn't even invite her for an interview,

pointing out that she didn’t expect to be given a job,

but just wanted a chance to show her skills;

he complained that the company had preferred candidates

younger than his daughter, and pointed out that her

“delay” in applying had been due to her need to work

during while studying;

he was saddened by the fact that in modern day Italy

meritocracy often takes a back seat to considerations

of contractual convenience, but he hoped that FIAT,

which he loved so much, had not fallen prey to such

considerations;

he felt that the members of the board were well aware

of the value of experience and was perfectly aware that

the only way to relaunch the Company was to put itself

to the test every day, with talent, creativity and

above all the desire to build something well made, as

also mentioned in the Panda commercial;

31

he wondered whether it was easier to find commitment

and drive in a 20-year-old, who had never had to strug-

gle, or in someone who had already worked hard, had

managed to start out again various times in life and

would be grateful for an opportunity;

he concluded by saluting and thanking everyone, saying

that he believed in the Company, and affirming that

"it's what we build that makes us who we are”.

Gino SCOTTI (shareholder)

asked for clarification on the risks connected with FI-

AT’s debt as a result of taking over CHRYSLER;

he maintained that some bonds issued by FIAT include

terms whose observance could be conditioned by events

linked to CHRYSLER, and asked what these bonds were and

to how much they amounted;

he focused on the risks linked to CHRYSLER’s debt

structure, maintaining that CHRYSLER was conditioned by

a series of restrictions on its loans that could limit

its ability to implement actions considered by the man-

agement to be in line with the Company’s long-term ob-

jectives;

he asked whether CHRYSLER was taking steps to deal with

these restrictions and whether or not they represented

32

a risk for its development, which could significantly

contribute to the development of FIAT CHRYSLER;

he thought that there were fairly significant risks

linked to the availability of financing for CHRYSLER

dealers, as well as the final consumer, insofar as a

target of 6m cars was planned for 2014, which certainly

also included CHRYSLER;

he highlighted that CHRYSLER did not have its own fi-

nance company, but was linked until the following April

to Ally Financial Inc., which was not however obliged

to grant financing to CHRYSLER dealers, nor was it

obliged to finance the sale of a given quantity of

cars;

he wanted to know what was being done to resolve this

stalemate, since he believed that the lack of finance,

and also the impossibility of issuing loans to dealers

and customers, was one of the reasons for the CHRYSLER

crisis of 2008;

he asked how many pension plans CHRYSLER had which so

far have not been entirely financed;

he referred to the annual financial reports, in partic-

ular to the item “other income and unusual expenses",

with €855 million of unusual expenses for FIAT, due

33

mainly to the impact of strategic realignment with the

manufacturing and commercial activities of CHRYSLER,

and asked what they consisted of;

he examined, from the annual financial report, the item

“working capital”, which as seen in a table led to be-

lieve that CHRYSLER’s working capital was much higher

than that of FIAT;

he highlighted that, not counting CHRYSLER, in 2011 the

net value of working capital, calculated at constant

exchange rates, fell by about €1.2 bn and, noting a

fall of €5.027 bn, thought that this was due to CHRYS-

LER;

he maintained that the circulation of CHRYSLER’s work-

ing capital was fairly low and that this was probably

due to US structural conditions.

Ignazio CERESIA (shareholder)

stated that he intended to vote in favor of all the

items on the agenda and that he entirely agreed with

what had been said by the CEO, Sergio MARCHIONNE;

he stated that FIAT was Italy, and Italy was FIAT;

he reflected on 150 years of Italian unity, and recited

the following poem:

“Italy,

34

you are shaped like a boot,

stepping into the wide sea,

with your tricolor uniform,

you have been divided into many parts,

the land is your candor,

the Adriatic your splendor,

beautiful seas and lakes

are sought by all,

but Taormina gives you the name of queen,

you are bound to Europe,

visited by all,

the Alps are your crown

because you are the sovereign,

you are wonderful, it’s clear,

they call you Bel Paese.

But the good little boot

forces us to emigrate,

all over the world,

as if on a merry-go-round,

I was born where your Sicily

is a garden of delights,

your color I will love

as long as I live”;

35

he expressed his appreciation for everything positive

in Italy and FIAT that reached the rest of the world,

praising FIAT and the AGNELLI family, that since the

Company was founded, over 100 years ago, had remained

at its helm;

he expressed his love of JUVENTUS;

he thanked the CEO Sergio MARCHIONNE and Giovanni

AGNELLI, who had always been guide for the sharehold-

ers, for FIAT and for the CEO himself.

Giovanni ANTOLINI (shareholder)

proposed a motion of order to re-establish a little or-

der in the meeting;

he asked the chairman if the time available to him

could be temporarily paused so that he could use it en-

tirely for his address;

he mentioned that in the meeting of the year when the

chairman ELKANN was appointed, he submitted to the sec-

retary of the Board of Directors a short report on reg-

ulating the meetings, and imagined that this document

had not been read by the chairman;

he would have liked to see the document attached to the

minutes, so that all the shareholders could view it and

36

consequently behave at meetings in an ordered and con-

structive manner;

he stated that he contested the approval of the Proce-

dures for General Meetings that set at 5 minutes the

time available for shareholders for their addresses,

since 5 minutes was insufficient to express a rational

concept;

he stressed that he had come all the way from Rapallo

to the meeting, not to talk rubbish but to express con-

cepts and give a contribution to the management so that

they could run the Company better;

he was disappointed since he could not say what he

wanted to in 5 minutes and since he had many things to

say on the positive performance of the Company and on

things that needed to be rectified;

he mentioned in this regard the advice he had given to

disinvest the stake in RCS, thus recouping around €3

bn; the failure to do so meant that the holding was

still on the balance sheet but worth much less than be-

fore;

he was of the opinion that all the shareholders’ con-

tributions should be assessed and taken into considera-

tion, since even a shareholder with a small stake could

37

help improve the Company; he however did not think that

those who came to the meetings with sole aim of dis-

turbing proceedings should be allowed to take part;

he then proposed a motion of order to increase the time

available to shareholders for their addresses to 10

minutes;

he asked the chairman, since the 5 minutes for his ad-

dress had finished, if he could continue.

The Chairman

pointed out that the rule had been set and would remain

as it was.

Ferdinando MALLAMACI (shareholder)

proposed a motion of order in reference to what had

previously been expressed by the shareholder Mr. BAVA,

whose ways of expression he criticized, while acknowl-

edging the objective validity of his comments and their

effective interest for all the shareholders;

he did not agree with the view that Mr. BAVA was solely

responsible, since he felt that the main responsibility

for the limitation of the time available for the ad-

dresses was of the Board of Directors, and that it was

the chairman’s job to find a compromise solution.

38

he theorized that, despite the fact that some share-

holders complained that the five minutes available for

their addresses was short, it was possible to deal with

extremely complex situations in even less time;

he referred to an episode from the Bible - which had

remained impressed on him since childhood - which told

of a battle in heaven between the angels on the side of

God and those on the side of Lucifer, in which the

Archangel Michael defeated Lucifer, and made him fall

to Hell, asking him with three words "Qui ut Deus?"

i.e. “Who like God?" and confronting him with his own

imperfection compared to God; he asked the shareholder

BAVA to summarize his addresses in three words, like

the Archangel Michael, but observed that neither BAVA

nor any of the other shareholders were as concise as

the Archangel Michael;

he asked the chairman to in any case consider the need

of the shareholders, and give them more time for their

addresses;

he asked the chairman for a motion of order regarding

amendments to the Procedures for General Meetings, to

increase the five minutes currently available to at

least seven and a half, thus brilliantly dealing with

39

the chaos in the meeting through negotiation aimed at

finding - as for some time had been happening in the

markets - a compromise;

he maintained that the CEO Sergio MARCHIONNE was not

being rhetorical when he talked about Italy but that he

was wrong when he said that FIAT was no longer an Ital-

ian company;

he did not agree with the statement made by the share-

holder CERESIA that “FIAT is Italy and Italy is FIAT”;

he thought that, hearing Italian spoken at the meet-

ings, it was wrong for FIAT’s management to behave like

the House of Savoy, who, after Italian Unification,

moved the capital of the kingdom from Turin to Florence

and then to Rome; he thought the model FIAT should fol-

low was that of the Vatican: while being of global im-

portance, it was Italian.

Giuseppe MARGARONE (shareholder)

he stated that the limit of five minutes was more than

sufficient for the addresses, and actually proposed re-

ducing it to four, since the important thing was that

the shareholders who speak and would like to express

concepts, criticisms or praise should be given more

consideration, and four minutes would suffice;

40

he approved the work carried out by Mr. MARCHIONNE and

agreed with his overall vision, without which FIAT

would not have survived;

he maintained, as an entrepreneur and someone who knew

the Italian market, that there was the need to change;

nothing would be like it was before and he thought that

not enough attention was paid to this fact;

he was of the opinion that, in addition to companies,

also individuals had to change, and those that had the

strength, those who thought they were capable, had to

reinvent their own destiny and not forget that there

were other people who were not so fortunate, and needed

their skills;

he thought people also needed to be less intellectually

or politically subjugated to what was said in the meet-

ing; he felt that everyone should be able, on the basis

of their experience, to express their opinions, as he

felt he always had done and hoped he would be able to

continue to do;

he stated that what Mr. MARCHIONNE had done was inevi-

table, and that the Company would not have survived

otherwise; today they would not be in a position to

praise or criticize anything;

41

he suggested that we should not forget the Italian mar-

ket that, while being in a disastrous state, neverthe-

less represents 32% of FIAT’s global market;

he maintained that, while it is crucial to expand to

other less evolved markets, the Italian market remains

a technologically and commercially evolved market; he

felt that the fact that FIAT was disappearing from the

mid-high range car market was disastrous;

he said that he had already expressed this concept in

an e-mail to Mr. MARCHIONNE, and asked him if he had

read it or whether it had been binned before arriving;

he said that he had asked the general secretary's of-

fice what had happened to the e-mail, that they had re-

plied he was considered a "persona non grata” and that

he had felt offended at this;

he stated that he had thousands of customers in Italy,

with a large carpool, but that there was not a single

owner of an Italian company, among his suppliers or

customers, that had a car from the FIAT Group;

he said he was very worried about this because, while

it's true that the global market will not grow any

more, in Italy there is a great deal of room to make

inroads into those segments that used to be covered by

42

LANCIA and ALFA ROMEO; seeing that the purchase of

large numbers of corporate and family cars depends on

each one of these people, the final result is extremely

significant.

The Chairman

pointed out that, also as a result of the contribution

from CHRYSLER, the Group had an extensive product of-

fering.

Tommaso MARINO (shareholder)

he said that he esteemed the CEO but thought that the

Company had exaggerated in reducing the breaks during

working hours;

he thought it was obvious that the Company aimed to

make a profit and that the CEO had business obliga-

tions, but there had to be limits; he thought that in

2012 human and social aspects inside the Company should

not be ignored;

he recognized that the CEO was able to achieve excel-

lent results and in particular gave him merit for hav-

ing more than doubled the share value;

he thanked him for bringing Italy significant interna-

tional prestige and for what he had managed to achieve

in the United States;

43

he asked the CEO to reflect on the issue of reducing

workers’ breaks, saying that he did not agree with try-

ing to obtain more in this regard; he thought that if

they began to reduce workers’ breaks, the reductions

might become excessive in the future;

he said he was glad to see John ELKANN as chairman of

the company; he considered his appointment a necessary

mark of respect to Mr. AGNELLI and saw the chairman as

continuing the tradition;

he mentioned that in a previous meeting he had told Mr.

AGNELLI that it would be fitting for the Group to in-

vest in research aimed at fighting human ageing, con-

sidering this a disease for which a cure should be

found; he thus asked the Group and in particular the

chairman to reflect on this issue and to invest in re-

search;

he mentioned that he had asked questions which he had

been told the customer care office would answers.

Corrado RADAELLI (shareholder)

pointed out that he had made two motions of order, but

that he had not been able to intervene since he had not

been given the floor; he confirmed that he was against

the time limit established for each address and opposed

44

the fact that non-shareholders could take part in the

meeting;

he advised against visiting his website

www.unodiuno.com since there appeared an image warning

that it was not secure, and stated that since this had

happened he also avoided visiting it, afraid of comput-

er attacks;

he pointed out that some shareholders had continued

with their addresses after the time allotted and that

those responsible for ensuring the orderly running of

the meeting had not taken appropriate action, but had

allowed the speaker to continue undisturbed with his

address in a loud voice;

he observed that this extremely original situation

could be interpreted in various ways: either as a means

of distracting the attention of those present from the

issues being discussed or of preventing the speaker

whose turn it is from freely taking advantage of the

time available to him;

he asked if any of the shareholders would sign up to

give him their time;

45

he observed that the United States more than any other

country is suffering from economic difficulties, so

much so that it has been in decline for decades;

he also pointed out that all its attempts to arrest the

progress of China have inexorably failed;

he thought that the great difficulties in the car in-

dustry were due to the fact that for decades factories

had been closing down, rather than opening, the exact

opposite of what happened when the US economy was pros-

pering; he believed the stake in CHRYSLER should be

viewed in this context;

he was of the opinion that the problem of internal

costs, the assault of foreign producers on the US mar-

ket, the unwillingness of US citizens to adapt to

small, low cylinder cars, the risks mentioned by the

FIAT management on the state of CHRYSLER, and the dif-

ficulty of having access to state programs, are all

negative pointers;

he said we shouldn’t believe that all it would take to

halt the decline in the US car market was to change a

few company chairmen;

he asked the management to explain in detail how it

thinks it can turn around the negative trend in the US

46

car market and what it deduced from the studies made

before taking over CHRYSLER;

he wanted to know if the reorganization of CHRYSLER was

to be considered complete and asked to be given the

complete list of CHRYSLER GROUP LLC’s holdings;

he asked why OFFICINE AUTOMOBILISTICHE GRUGLIASCO ended

2011 with losses of €13 million and FIAT FRANCE with

losses of €14 million.

Edoardo DENARO (shareholder)

asked for details on the issue of conversion of savings

and preference shares, and in particular wanted to know

what had led the Company to propose this operation;

he wanted to know if the Company planned to further in-

crease its holding in CHRYSLER and, if this was so, if

this would happen during the current year, or, seeing

the crisis, in coming years;

he asked if FIAT planned to merge with CHRYSLER.

CEO Sergio MARCHIONNE

- replied to (shareholder) Franco BORLENGHI that:

the Group was continuing to examine new opportunities

for collaboration with existing partners in Asia, as

well as potential new partners;

- replied to (shareholder) Jutta SPERBER that:

47

the gas used in the car air-conditioning systems was

called R134A and was not flammable, while the gas used

in cars produced to new standards was called 1234YF and

had an environmental impact index (GWP) of 4, compared

to the 150 permitted by the new international regula-

tions and a level of 1430 for R134A;

the flammability of 1234YF was so low that it did not

represent a danger even in the event of accidents re-

sulting in a fire;

- replied to (shareholder) Franco Andrea BENOFFI GAMBA-

ROVA that:

the release of the first model produced in Russia was

planned for 2013;

building had been completed on the facility in the

province of Hunan in China, for the production of en-

gines and cars; production is scheduled to start in the

second half of 2012;

models such as the Cinquecento and the Bravo continued

to be sold in 2011;

in India, the parties were reviewing the original

agreements in relation to passenger car distribution,

development of the distribution network and maximiza-

tion of the FIAT brand’s potential only;

48

relations with TATA continued to be excellent, and the

industrial partnership was in no way affected by the

revised agreement;

- replied to (shareholder) Marco Geremia Carlo BAVA

that:

at 31 December 2011, the total receivables from financ-

ing activities recorded in the consolidated financial

statements amounted to €3,968 million, representing fi-

nancing to the dealer network and end customers not

within the scope of activities of the joint venture FGA

Capital which was consolidated under the equity method;

with regard to those loans, there had been no signifi-

cant rescheduling of payments;

the amount reported includes loans more than 180 days

in arrears for which specific provisions have been rec-

ognized, totaling €5 million net of provisions already

recognized during the year;

no costs were incurred for refurbishment of the CEO’s

office;

the cars currently in the FIAT and LANCIA collections,

previously housed at the former LANCIA plant in Turin,

are now being kept at the former direct sales center in

Beinasco (Mirafiori complex);

49

- replied to (shareholder) Eino SCOTTI that:

there were no FIAT bonds in issue that would restrict

CHRYSLER’s capacity;

CHRYSLER Group has strategic relationships in place

with various financial services companies;

CHRYSLER Group and Ally currently have a non-exclusive

agreement for the provision of financial services to

dealers and end customers of CHRYSLER Group in the USA

and Canada;

CHRYSLER Group also has agreements in place with San-

tander Consumer USA Inc., for financing to sub-prime

customers, with U.S. Bank, for financial leases, and

with Chase Bank, as well as with other financial insti-

tutions for provision of financial services to end cus-

tomers, both in Canada and in Mexico, and agreements

with financial services companies affiliated with FIAT,

for financing to dealers and customers in China, Argen-

tina and Brazil;

the agreement with Ally expires in 2013 and CHRYSLER

Group was assessing - as already announced publicly -

long-term strategies for provision of financial ser-

vices to its dealers and end customers with various fi-

nancial institutions;

50

under US law, liabilities relating to CHRYSLER’s un-

funded pension plans at 31 December 2011 totaled $6.5

bn;

unusual expenses for FIAT Group excluding CHRYSLER in-

cluded: goodwill write-downs for COMAU of €150 million

and for MAGNETI MARELLI of €69 million, and write-downs

on development costs of €165 million, resulting from

convergence towards fewer platforms that will be shared

by FIAT and CHRYSLER; that process also led to write-

downs on other fixed assets of around €200m; reposi-

tioning of certain minor activities also resulted in

write-downs on plant and equipment by MAGNETI MARELLI

and TEKSID of €103m;

at 31 December 2011, CHRYSLER had negative working cap-

ital of €4.207 billion;

the reported value was high, considering the three main

components were: 1-2 days of trade receivables for the

US-NAFTA region and less than 15 days for Canada and

Mexico, less than 60 days of inventory and 45 days of

trade payables;

- replied to (shareholder) Marco Fabrizio ZABARINI

that:

51

the earnings targets had always been achieved and in

the majority of cases exceeded, with the exception of

2009, when the impacts of the global economic crisis

resulted in a revision of the original targets;

as already stated quite clearly in the earnings release

of 27 October 2011, FIAT discontinued any reference to

Fabbrica Italia; the commitments already made remain

unaffected, as does the general strategic objective of

contributing to the resolution of Italy’s industrial

problems and to its future development;

the Company was not exploring the possibility of sell-

ing stakes in FIAT and FIAT Industrial to the Russian

Federation;

- replied to Raoul RAGNI (shareholder) that:

the Freemont was not currently on sale in Saudi Arabia,

nor was the Journey, the equivalent Dodge brand model;

the technical package to support sales in that market

is being studied;

- replied to (shareholder) Giuseppe MARGARONE that:

FIAT had in the past risked disappearing from the mid-

upper segments of the market; currently, with the addi-

tion of CHRYSLER-derived products to the portfolio, FI-

52

AT brands were rebuilding their presence at the upper

end of the market;

the Freemont, Thema and Grand Voyager are all popular

models due to their high technological and quality

standards and attractive pricing;

- replied to (shareholder) Corrado RADAELLI that:

Chrysler Group LLC’s holdings are all listed in Appen-

dix 1 to the consolidated financial statements, enti-

tled “FIAT COMPANIES”;

Officine Automobilistiche Grugliasco was in the start-

up phase as it prepares for production of the planned

MASERATI model;

the turnaround process initiated at CHRYSLER in 2009

can be considered complete: the organizational integra-

tion with FIAT would be 50% complete by the end of the

current year and was expected to be fully completed in

2014;

considering the losses suffered by FIAT in Europe, the

results of FIAT France were in line with the trend and

reflected the overall conditions in Europe described

previously;

- replied to (shareholder) Edoardo DENARO that:

53

FIAT planned to merge with CHRYSLER in the future. The

two groups would become one, but the precise mechanics

of how this would take place had not yet been estab-

lished, and would require time;

FIAT had a call option on 40% of the stake held in

CHRYSLER Group by VEBA, which currently represents

41.5% of total membership interests; that option is ex-

ercisable from 1 July 2012 until 30 June 2016, up to a

maximum of 20% of the aforementioned 40% every six

months; if FIAT chooses to exercise that option, it

could purchase a further 3.32% of CHRYSLER in 2012,

thus taking its holding to 61.8%;

on the basis of the Equity Recapture Agreement, FIAT is

entitled to any economic benefits linked to VEBA

Trust’s stake in CHRYSLER over the threshold of $4.25

billion, plus interest at an annual rate of 9% from 1

January 2010, defined as the “Threshold Amount”; FIAT

has the right to purchase the entire stake held by VEBA

Trust for the Threshold Amount, net of any profits pre-

viously received by VEBA Trust on its own stake in

CHRYSLER.

The Chairman

then proceeded with the replies.

54


considered it made economic sense to sell the car busi-

ness, since the Brazilian and US markets were unstable

and, considering the good performance of CHRYSLER and

the effect this had on FIAT’s value, FIAT, ALFA ROMEO

and CHRYSLER could be sold at a good price, and the

revenue perhaps invested in holdings in Finmeccanica

companies, such as Ansaldo Breda, which could benefit

from the modernization of the transport system affect-

ing not only the Russian Federation, but the whole of

Eastern Europe;

he stressed that asking the labor force to make further

sacrifices by working longer with shorter breaks would

not solve the problems that FIAT had encountered in the

lower segments of the range; without purchasers it

would not even be possible to amortize investments in

new models, let alone generate profits;

he felt that the Company had reached the end of the

road as a result of short-sighted industrial policies,

such as FIAT's excessive attention in Italy only on the

lower part of the range, which, in the current crisis,

did not allow it to do business but at best to break

55

even, if not make a loss; he stressed the positive con-

tribution of CHRYSLER;

he criticized the choice made to abandon ALFA ROMEO and

with it medium-large segment cars, seeing that profits

on smaller cars are tiny if not inexistent, while they

are high for medium-large segment vehicles;

he was of the opinion that given the cut-throat compe-

tition, it was not worth producing small-engined cars

in Italy; they should instead focus on the medium-

large end of the spectrum by relaunching the ALFA ROMEO

brand.


wanted to know if the written answers to his written

questions sent prior to the meeting would be enclosed

with the minutes and, if not, stated that he would re-

port the fact to the Board of Statutory Auditors and to

Consob;

he said that on his internet site, www.marcobava.it, he

would post in the section “allegati al prospetto in-

formativo della sollecitazione deleghe” also what he

had said previously with the microphone turned off;

he said that two of the answers to the written ques-

tions posted on his site explained why he would vote

56

against the resolution being discussed and in favor of

action related to the obligations of Mr. MARCHIONNE,

which he asked to be put to the vote subsequently;

he referred to a table that showed the average hourly

labor cost by plant for each country; values ranged

from $26 per hour in Italy, to $5.43 in Mexico, but

since other countries were also listed, he suggested

that shareholders had a look at the table on his inter-

net site;

he reported that the average cost of debt was 6% and

profit margins 1.3%-2% and was of the opinion that this

situation was unsustainable, since anyone who has debts

at 6% and profit margins of 1.5%-2% will suffer losses.

Mr. BAVA’s time expired and he continued to speak with

the microphone off.


complained that the shareholder Mr. BAVA was continuing

to speak with the microphone off, disturbing his own

address;

criticized the disturbing addresses that had nothing to

do with the interests of the Company and the sharehold-

ers;

57

he stressed that he did not agree with the time limit

of five minutes established for the addresses and two

minutes for the replies;

he agreed with the approach taken by Mr. MARCHIONNE for

a Company with a critical mass of around 6m cars pro-

duced per year, and was of the opinion that the Company

had significant margins to achieve this figure;

he maintained that Fiat still had room for growth, but

that it should do so in the sector of luxury cars,

which give much higher returns;

he asked for an investigation to be carried out to as-

certain car production figures per employee and the

yield in terms of earnings for the Company.


he claimed - asking those present to examine pages 24

and 25 of the same annual report - that there was a

marked contradiction between some data illustrated in

the report and what had been said by the CEO Sergio

MARCHIONNE in his address;

he said that there were maps on these pages showing the

percentages of revenue and employees, respectively in

Italy, Europe, the NAFTA zone, the Mercosur zone and

the rest of the world;

58

he highlighted that the figures, if reliable, showed

that the rest of the world gave returns of 2.4%, Europe

1.7%, the NAFTA area 1.114%, the Mercosur area 0.837%,

and Italy 0.487%;

he pointed out that what CEO Sergio MARCHIONNE said

about the high yield of the NAFTA and Mercosur areas

was not acceptable, and noted that the rest of the

world gave the highest returns, followed by Europe,

which he supposed also included Russia, and, with the

lowest returns, Italy;

he advised redirecting investments to the rest of the

world as a priority, without this meaning that the Com-

pany had to become more multinational, and stressed

that the Company management should remain Italian.


maintained that his addresses were always short, and

asked the shareholder Mr. BAVA to limit the length of

his own, suggesting that if he did so he would perhaps

be listened to;

he maintained that the issue of the Italian mid-high

range car market could not be considered resolved with

CHRYSLER;

59

he said that Mr. ELKANN had on one occasion given a

spontaneous, right answer, when he told him to try and

make his customers appreciate CHRYSLER cars, the Free-

mont and Thema, something he had in fact already

planned to do;

he claimed that in the previous meeting he had asked

Mr. MARCHIONNE if he could be put in touch with Mr.

FORMICA, at the time in office, and have a Freemont for

four days on trial: his request was satisfied, and var-

ious customer gave him their impressions and criticisms

of this car; he subsequently sent an email entitled

“How do people feel about the FIAT Freemont?” asking

for suggestions on how to sell this kind of car to

Italian customers, who were used to cars which may even

have cost more, but were different, and the Sales Man-

ager for Italy didn’t like it.

The Chairman

thanked the shareholder Giuseppe MARGARONE and said he

would be happy to talk to him at the end of the meet-

ing;

he reminded the shareholder Mr. BAVA that, as stated at

the opening of the meeting, written questions would not

be enclosed with the minutes.

60

Corrado RADAELLI (shareholder)

criticized the shareholder who had spoken before him,

who, despite saying that five minutes was more than

enough for the addresses, had failed to finish his re-

ply in the two minutes available;

he stressed that he had received three or four pages of

answers to his written questions, not on company headed

notepaper and without any signature, and complained

that the questions he had submitted were no longer en-

closed with the minutes;

he underlined that the time available for the addresses

had been reduced by the chairman and also that the lat-

ter had failed to intervene when there was a sharehold-

er who continued to speak and disturb the proceedings;

he pointed out that he had requested motions of order

that he had been unable to discuss, and that chaos con-

tinued to reign; he wondered what other abuses of power

the shareholders would have to put up with during the

meeting.


was pleasantly surprised by the way the chairman was

handling the meeting, allowing a shareholder to contin-

ue speaking even when other addresses were in progress,

61

and pointed out that such behavior would normally re-

sult in the person responsible being expelled from the

meeting;

he replied to some of the answers that had been submit-

ted in writing, and said that the rest had been for-

warded to the Company customer care service;

he said that he had asked questions aimed at under-

standing why car sales had fallen, above all in Italy;

he was of the opinion that consumers didn’t feel com-

fortable when they went to a garage in Italy, because

they were unable to fully understand the rules govern-

ing the relationship between authorized garages and FI-

AT itself;

he hoped the Company’s customer care service, which he

thought was extremely disorganized, would give him some

answers soon.


assured the shareholder Tommaso MARINO that customer

care, which he did not consider inefficient, would pro-

vide an answer;

he stated that he failed to understand the question

posed by the shareholder Marco Geremia Carlo BAVA re-

62

garding the cost of debt/profitability, since a compar-

ison between these two elements was not possible;

he stated that he was well aware of the cost of the

debt - which had been taken on to maintain the level of

liquidity necessary given the current instability of

financial markets - and that it was closely monitored;

he stated that the Company would prefer to maintain the

current level of liquidity until the financial markets

became sufficiently stable to allow continuous access

to them;

Speaking to the shareholder Ferdinando MALLAMACI with

regard to his reference to pages 24 and 25 of the annu-

al report, he pointed out that the report did not give

a breakdown of profit by destination, only revenues, as

it was not necessarily correlated to the geographic

distribution of employees, which instead was based on

the locations of plants.

The Chairman then closed the discussion and moved to

vote on the proposal for the approval of the statutory

financial statements and allocation of 2011 profit, re-

minding those present that in this case ordinary shares

only were entitled to vote.

63

He specified that voting would take place using the

TELEVOTO system as per the instructions shown on the

screen.

He then declared the voting open and that shareholders

could press:

. F to vote in favor

. A to abstain

. C to vote against.

He then instructed shareholders that, after checking

the display to verify that the vote entered was cor-

rect, it was necessary to press the OK button for the

vote to be recorded.

He also instructed that proxies or trustees that needed

to differentiate votes were asked to do so at the as-

sisted voting booth.

Upon completion of the voting, the Chairman confirmed

the results.

The financial statements and the proposed allocation of

2011 profit were approved by a majority with:

votes in favor 566,588,545

votes against 6,315

abstentions 1,101,605

shares not voted 1,117,585

64

Attachment I contains a list of participants at the or-

dinary session of the meeting detailing votes in favor,

against, abstentions and not voted, together with the

respective number of shares held.

The Chairman then moved on to voting on the proposal

presented by shareholder Marco Geremia Carlo BAVA to

bring action relating to the obligations of directors

pursuant to Article 2393 of the Civil Code according to

the terms set forth therein.

The same Marco Geremia Carlo BAVA (shareholder)

asked for it to be recorded in the minutes that he had

not been permitted to set out his proposal.

For this vote, ordinary shares only were entitled to

vote and voting would take place using the TELEVOTO

system as per the instructions shown on the screen.

With regards to the voting procedure, the secretary

specified that:

- those in favor of bringing action should press F

- those against bringing action should press C

- those abstaining should press A

- after checking the display to verify that the vote

entered was correct, it was necessary to press the OK

65

button and check on the display that the vote had been

recorded

- proxies or trustees that needed to differentiate

votes were asked to do so at the assisted voting booth.


the results.

The proposal to bring action related to the obligations

of directors pursuant to Article 2393 of the Civil Code

was rejected by a majority with:

votes against 568,627,177

votes in favor 72,482

abstentions 32,816

shares not voted 73,204


dinary session of the meeting, detailing votes in fa-

vor, against, abstentions and not voted, together with

the respective number of shares held.

On item

2. Election of the Boards of Directors and Statutory

Auditors:

a) Determination of the number of members of the Board

of Directors and compensation;

b) Election of the Board of Directors;

66

c) Election of the Statutory Auditors;

d) Determination of compensation for the Statutory Au-

ditors,

with regard to the Board of Directors, the Chairman

noted that the report by the Board of Directors, which

had been distributed to those present (Attachment B),

contained, in particular, proposals to:

- set at 9 the number of the members of the Board of

Directors and at three years the new term of office,

that would end on the date of the approval of the 2014

financial statements,

- set at €50,000 the annual compensation for each di-

rector,

- allow the directors elected not to be subject to the

restrictions of Article 2390 of the Civil Code.

He then stated that in relation to the election of the

Board of Directors, together with the documents re-

quired under Article 11 of the By-laws, two lists of

candidates had been presented and those lists had been

made publicly available in accordance with the legally

established procedure and distributed to those present

(Attachment C):

67

- the first, identified as list 1, had been presented

by the shareholder EXOR S.p.A., which held 30.465% of

the ordinary shares,

- the second, identified as list 2, had been presented

by a group of Italian and international asset managers

and institutional investors, holding a total of 1.864%

of the ordinary shares.

He then noted that the list presented by EXOR S.p.A.

contained the following 8 candidates:

1. Gian Maria GROS PIETRO

2. René CARRON

3. Andrea AGNELLI

4. Tiberto BRANDOLINI D'ADDA

5. Luca CORDERO DI MONTEZEMOLO

6. John Philip ELKANN

7. Sergio MARCHIONNE

8. Patience WHEATCROFT,

while the list presented by the group of asset managers

and institutional investors contained a single candi-

date, Joyce Victoria BIGIO.

The Chairman noted that in declarations submitted with

the lists, the candidates Gian Maria GROS PIETRO, René

CARRON, Patience WHEATCROFT and Joyce Victoria BIGIO

68

stated that they met the necessary requirements for in-

dependence.

He also pointed out that this was the first time that

Patience WHEATCROFT and Joyce Victoria BIGIO had been

presented as candidates, and that their CVs had been

distributed together with the lists.

Continuing, the Chairman noted that in relation to the

election of the Board of Statutory Auditors, together

with the documents required under Article 17 of the By-

laws, two lists of candidates had also been presented

and those lists had been made publicly available in ac-

cordance with the legally established procedure and

distributed to those present (Attachment D):

- the first, identified as list 1, had been presented

by the shareholder EXOR S.p.A.,

- the second, identified as list 2, had been presented

by the same group of Italian and international asset

managers and institutional investors.

He noted that the list presented by EXOR S.p.A. con-

tained the following candidates:

regular auditors

1. Piero LOCATELLI

2. Lionello JONA CELESIA

69

alternate auditors

1. Lucio PASQUINI

2. Fabrizio MOSCA,

while the list presented by the group of asset managers

and institutional investors contained the following

candidates:

regular auditor

Ignazio CARBONE

alternate auditor

Corrado GATTI.

He then noted that together with the lists details had

also been provided of the positions as director and

statutory auditor held by the candidates at other com-

panies, as well as the CVs of the candidates JONA

CELESIA, CARBONE and GATTI, who were candidates for the

first time.

The Chairman pointed out that, as stated in the afore-

mentioned Board of Directors’ report, there was a pro-

posal to set annual compensation for the Board of Stat-

utory Auditors at €100,000 for the chairman and €65,000

for the other regular auditors.

He then opened the floor for discussion on the second

item on the agenda and reminded everyone that addresses

70

should be concise and pertinent, and that speakers

should limit themselves to five minutes, and two

minutes for replies, during which , as mentioned previ-

ously, any voting declarations should also be made.





nute remained.

Following is a summary.


stated that he was not happy with the current manage-

ment and intended to vote for list no. 2; he complained

that documents submitted and anything not expressed

verbally was considered irrelevant for the proceedings

of the meeting;

he would like to know if his questions would at least

be answered the following day, when he would attend the

FIAT INDUSTRIAL general meeting.


repeated the address of his internet site,

www.marcobava.it, on which he had published his obser-

vations regarding the various points in the circular on

71

proxies to inform the other shareholders and convince

them to vote against everything;

he thanked all those who voted in favor of the claim

for liability against Mr. MARCHIONNE, feeling that they

showed great courage and a sense of responsibility;

he said he had specified that the choice of candidates

should have taken into account both the workers and

small shareholders, i.e. primary elections should have

been held to allow the workers and shareholders to se-

lect three candidates each for the Board of Directors;

he disagreed with everything that had been proposed on

this issue, and considered the trade union’s silence on

the matter to be eloquent;

he referred to his internet site, which answered those

questions on the average hourly cost by plant/country,

in which Italy came in at €26, on a scale of 100, and

even more significantly, the US at €144; he asked why

people kept on saying that the labor cost was lower in

the United States, not to mention Canada, where the

value was €172;

he maintained that not wanting to provide any enclosure

with the minutes was a further example of unwillingness

to be open;

72

he stated that he was against the appointment of Mr.

MARCHIONNE and of various members of the Board of Di-

rectors, and in particular Andrea AGNELLI, who he

called the "King of Waste" because he had demolished a

stadium despite the current economic crisis, using sub-

sidized financing for the sports sector, which was

therefore no longer available for a series of other

sports facilities for the young that would probably no

longer be built;

he pointed out that he had not found the table on com-

pensation in the documentation provided to sharehold-

ers, but only on the Company website, and maintained

that this was because the Board of Directors was

ashamed of what they were being paid; he considered

that Mr. MARCHIONNE’s remuneration is offensive to

workers in the engineering sector;

he recalled that Mr. MARCHIONNE said: "I will stay un-

til 2015, unless I end up under a bus" and noted that

since he travelled by helicopter, the chances of him

ending up under a bus were slim;

he recalled that among the questions he had asked, and

which had remained unanswered, was one regarding the

cost of helicopters;

73

he asked what was the point of travelling between Italy

and the United States the way that Mr. MARCHIONNE did

when there were digital tools; rather than a CEO, he

considered him a "travelling salesman";

he expressed the opinion that if Edoardo AGNELLI had

not been killed, Mr. GABETTI would not have chosen Mr.

MARCHIONNE, Mr. ELKANN would not have backed him, and

FIAT would be different and still exist.

As the time available ran out, the shareholder Marco

Geremia Carlo BAVA continued to speak with the micro-

phone off.


complained about the fact that one always had to talk

over somebody else;

he maintained that four-five minutes were enough to

suffice to express doubts or opinions on the lists pre-

sented;

he wondered whether it was a good idea to include Gian

Maria GROS PIETRO in list no. 1, since he had been of-

fered the post of chairman at Unicredit and was afraid

that the combined posts might be too much for a single

person;

74

he expressed doubts about the inclusion in list no. 1

of Luca CORDERO DI MONTEZEMOLO, who was chairman of

FERRARI and had been chairman of FIAT, since he was

afraid that problems could arise with the new organiza-

tion of the two companies.


he stated that he was against the proposal made regard-

ing the election of the Board of Directors, and criti-

cized the superficial approach of the CEO Sergio MAR-

CHIONNE in providing figures in the annual report, in

particular for the NAFTA and Mercosur zones, since it

was evident that investments performed better in the

rest of the world and in Europe than in those areas;

he wondered whether these figures were true or false,

and suspected hidden accounts and earnings on invest-

ments in the NAFTA and Mercosur areas that the Board of

Directors consider it best to conceal;

he distrusted the somewhat secretive dealings of the

former Board of Directors and also considered the new

board to be fairly unreliable, seeing it as a continua-

tion of the previous one;

75

he admitted that he had been wrong at the previous

year’s meeting, when he had predicted that this year’s

meeting would be held in America and in English;

he repeated that FIAT should look not to the model of

the House of Savoy model but to that of the Vatican,

which was extremely concentrated in a very small part

of the Italian peninsula but had ramifications through-

out the world.

he observed that we live in global village, and it made

sense for the FIAT management to stay in Italy, while

the rest of the operational branch was present world-

wide; he was convinced that FIAT, despite being a mul-

tinational, globalized company, was intrinsically Ital-

ian, and would remain so;

he noted that Italy had a tradition of cosmopolitan in-

tellectuals, who for example went to Leningrad to be

architects and to France to teach music, who had con-

tributed to creating a solid foundation for Italian

culture, that still has so much potential;

he thought that the members of the Board of Directors

are also, albeit unknowingly, representatives of this

tradition, and reminded them that, while posing as cit-

76

izens of the world, are Italian, with Italian roots

that are hard to eradicate;

he was of the opinion that - with the exception of the

good market performance by Jeep, that he considered a

paramilitary vehicle - the car market in general was in

a phase of decline and that the luxury car market was

also in difficulty, despite being managed skillfully by

Luca CORDERO DI MONTEZEMOLO;

he remembered saying in the previous year’s meeting

that FIAT would leave Italy and that perhaps there

would not have been another meeting in Turin; he said

that this year the situation was even worse, and sug-

gested that next year there wouldn’t be a meeting at

all, seeing there might be a war with 90% of the popu-

lation dead in the first six months and the demise of

6.5 bn people.


stated that he had already spoken about the issues he

was most interested in in his previous addresses; he

maintained that whether he voted for or against was ir-

relevant, since with a holding of around 6,000 shares

he thought that his vote was insignificant;

77

he mentioned that a week before the announcement was

given he replaced his own savings shares with ordinary

shares and that in one day the former rose by 20%; he

thought that the transaction benefited those in posses-

sion of certain information and acknowledged what had

happened, aware of the fact that it was impossible to

change the course of events;

he was convinced of FIAT’s importance and of the effec-

tiveness of the proposed Board of Directors, and he

hoped that the Company would remain Italian, even if it

managed to expand all over the world;

he maintained that today's economy revolved around

large numbers, and that the company needed to sell more

on the Italian market, not so much for economic reasons

but because Italy is a technologically advanced coun-

try, a country for which the car has always been a

source of business;

he was of the opinion that investments in the luxury

car sector should not be cut, since this had always

been a field in which the Company performed excellent-

ly, despite the fact that things had now changed;

78

he thought that the time available was more than suffi-

cient, and gave more people the chance to express their

views;

he felt wounded and upset as an Italian, as a FIAT

shareholder and as a student who came to study at Turin

Polytechnic at the faculty of mechanical engineering,

specializing in the automobile sector, by the fact that

coachbuilders in Turin, whose names he does not want to

mention, have to deal with ruthless competition from

AUDI and BMW, who moreover account for around 70% of

the high-range market;

He expressed his best wishes for the Board of Direc-

tors, and considered it the best that could be hoped

for.


declared he would vote for the list presented by EXOR,

because he had faith in the CEO Mr. MARCHIONNE and in

the chairman Mr. ELKANN;

he appealed to the new Board of Directors, asking it to

control the Company’s internal organization, which he

thought showed cracks;

79

he maintained that consumers at times found themselves

up against an impenetrable wall, when they asked for

information that was not provided;

he agreed as a shareholder with the policy of the FIAT

Group, and approved many of their decisions, but disso-

ciated himself as an average consumer, putting himself

in the shoes of someone who had to buy a car and came

up against a whole series of unknowns that would affect

his choice;

he asked the Board of Directors to ensure that FIAT’s

relationships with consumers became more transparent

and that the Company was more helpful to the consumer;

he believed that consumers were put off the Company

when they called customer care and on the other end of

the line found someone who introduced themselves by

their first name only, said they were unable to provide

any clarification, could only take note of what the

consumer had said, and could not put him in a position

to subsequently recontact the same office;

he thought that consumers needed to have faith and that

FIAT authorized garages had to behave in a certain man-

ner; he was worried that consumers had doubts about how

the cars were built, since after three years or just

80

over they had to replace pieces that should have lasted

at least 10 years;

he said that his other car, which was not a FIAT, de-

spite being over 20 years old, had never needed any

parts replaced, such as the turbo compressor; this

makes one wonder how many FIAT customers, who have

bought a new car and have seen that parts need to be

replaced in such a short time, will come back in the

future to buy FIAT cars again;

he hoped that the Board of Directors was also tackling

this issue and was committed to transparent dealings

with consumers.

The Chairman

thanked those who had spoken and noted that since there

were no answers to be given no time would be allocated

for replies.


asked that it be recorded in the minutes that the

chairman did not allow him to reply as established un-

der the meeting regulations;

stressed that a resolution was being made on an illegal

proposal.

81

The Chairman then closed the discussion and proceeded

with voting, specifying that:

- the first vote would regard the number of members of

the Board of Directors, the duration of their term in

office, the annual compensation of directors and au-

thorization under Article 2390 of the Civil Code,

- the second vote would be for the election of the

Board of Directors,

- the third vote would be for the election of the Board

of Statutory Auditors,

- the fourth vote would be for the compensation of the

Statutory Auditors.

After having reminded those present that, in all the

aforementioned votes, ordinary shares only were enti-

tled to vote, he specified that voting would be by the


screen.

He then specified that in relation to the election of

the Board Directors and of the Board of Statutory Audi-

tors, there would be voting by list as provided for un-

der Articles 11 and 17 of the By-laws.

He thus put to the vote the proposal to:

82

- set at 9 the number of the members of the Board of

Directors and at three years the new term of office,

that would end on the date of the approval of the 2014

financial statements,

- set annual compensation for each board member at

€50,000,

- allow the elected directors to be exempted from the

restrictions of Article 2390 of the Civil Code.

He then announced that voting was open and that it was

possible to vote by pressing one of the following but-

tons:


. A to abstain


He instructed shareholders that, after checking the

display to verify that the vote entered was correct, it

was necessary to press the OK button for the vote to be

recorded.





the results.

83

The aforementioned proposal was approved by a majority

with:


votes against 6,715


shares not voted 2,109,313.





The Chairman then proceeded to the election of the

Board of Directors by voting by list, as provided for

under Article 11 of the By-laws, pointing out that on

the basis of this article, considering that sharehold-

ers had voted to set the number of directors at nine,

and without prejudice to the fact that no list would be

taken into consideration that received votes represent-

ing less than 0.5% of the ordinary share capital:

- 8 directors would be elected from the list obtaining

the highest number of votes;

- the ninth director would be elected from the other

list.

84

After having reminded those present of the composition

of the two lists, he then announced that the voting was

open and that it was possible to vote by pressing one

of the following buttons:

. 1 to vote in favor of list 1

. 2 to vote in favor of list 2.




recorded.




He reminded those present that pursuant to Article 9.5

of the Procedures for General Meetings, those who did

not vote for any list would be deemed to have ab-

stained.

Upon completion of voting, the Chairman confirmed the

results, which were as follows:

votes in favor of list 1. 392,800,271



85


dinary session of the meeting, detailing votes for list

1, votes for list 2 and abstentions, together with the


He then reported that the elected Board of Directors

comprised:

Andrea AGNELLI, born in Turin on 6 December 1975, Ital-

ian citizen,

Joyce Victoria BIGIO, born in Norfolk (Virginia - Unit-

ed States of America) on 23 November 1954, Italian cit-

izen,

Tiberto BRANDOLINI D'ADDA, born in Lausanne (Switzer-

land) on 8 March 1948, Italian citizen,

René Joseph CARRON, born in Yenne (France) on 13 June

1942, French citizen,

Luca CORDERO DI MONTEZEMOLO, born in Bologna on 31 Au-

gust 1947, Italian citizen,

John Philip ELKANN, born in New York (United States of

America) on 1 April 1976, Italian citizen,

Gian Maria GROS PIETRO, born in Turin on 4 February

1942, Italian citizen,

Sergio MARCHIONNE, born in Chieti on 17 June 1952,

Italian citizen,

86

Patience WHEATCROFT, born in Chesterfield (Derbyshire -

Great Britain) on 28 September 1951, British citizen,

who will remain in office for three years, until the

date of the meeting convened for approval of the 2014

financial statements.

The Chairman then proceeded to the election of the

statutory auditors by voting by list, as provided for

under Article 17 of the By-laws, pointing out that on

the basis of this article:

- 2 regular auditors and 2 alternate auditors would be

elected from the list obtaining the highest number of

votes;

- the third regular auditor, who would hold the post

of chairman of the board, would be elected from the

other list, as would the third alternate auditor.

After having reminded those present of the composition

of the two lists, he then announced that the voting was

open and that it was possible to vote by pressing one

of the following buttons:

. 1 to vote in favor of list 1

. 2 to vote in favor of list 2.



87


recorded.




He reminded those present that pursuant to Article 9.5

of the Procedures for General Meetings, those who did

not vote for any list would be deemed to have ab-

stained.


results.

Voting gave the following result:





dinary session of the meeting, detailing votes for list

1, votes for list 2 and abstentions, together with the


He then reported that the elected Board of Statutory

Auditors comprised:

Ignazio CARBONE, born in Isola del Liri (Frosinone) on

7 April 1962, regular auditor - chairman,

88

Piero LOCATELLI, born in Turin on 8 November 1939, reg-

ular auditor,

Lionello JONA CELESIA, born in Turin on 14 June 1936,

regular auditor,

Lucio PASQUINI, born in Limbiate (Milan) on 2 December

1955, alternate auditor,

Fabrizio MOSCA, born in Turin on 7 June 1968, alternate

auditor,

Corrado GATTI, born in Rome on 19 December 1974, alter-

nate auditor,

all Italian citizens,

who will remain in office for three years, until the

date of the meeting convened for approval of the 2014

financial statements.

The Chairman then put to the vote the proposal to set

the annual compensation of the Board of Statutory Audi-

tors at €100,000 for the chairman and €65,000 for the

other regular auditors.

He then announced that the voting was open and that it

was possible to vote by pressing one of the following

buttons:


. A to abstain

89





recorded.





results.


with:


votes against 10,791







On item

3. Audit Engagement: revision of fees,

90

the Chairman specified that, as indicated in the Board

of Directors’ report distributed to attendees (Attach-

ment E), the Board of Statutory Auditors, for the rea-

sons outlined, proposed an increase in the fees paid to

Reconta Ernst & Young S.p.A.

He specified that the proposed increase amounted to:

- $4 m (€3.053 m) for 2012

- $9.7 m per annum (€7.405 m) for 2013-2014

- $9.2 m per annum (€7.023 m) for 2015-2016

- $8.9 m per annum (€6.794 m) for 2017-2020

He then opened the floor for the discussion of the

third item on the agenda.

He reminded everyone that addresses should be concise

and pertinent and that speakers should limit themselves

to five minutes, and two minutes for replies, during

which, as mentioned previously, any voting declarations

should also be made.





nute remained.


91


hoped his questions would be answered.


asked for it to be recorded in the minutes that the

Chairman Mr. ELKANN had repeated that replies also had

to contain any voting declarations; he maintained that

the fact that he had been denied the chance to reply

implied that he had also been denied the chance to de-

clare his vote;

he was sorry that Mr. MARCHIONNE left the room every

time he took the floor and hoped that he wasn't going

outside to smoke, since it was bad for his health;

he thanked all those shareholders who had voted against

the resolutions;

he announced that he would continue to request proxies,

unless the lawyer Mr. RUSSO succeeded in obtaining an

injunction against him, since he had already obtained a

great deal from the courts with his indictment, as

specified on his internet site;

he asked those present to attend the hearings, the next

of which was scheduled for 11 June, when he would be

examined by the public prosecutor;

92

he underlined that on his internet sites he explained

the reasons to vote against the item under discussion,

maintaining that a hefty fee such as that paid for au-

diting should provide for both increases and decreases;

he explained that if FIAT, instead of joining forces

with CHRYSLER and having more work, had sold FERRARI

and had thus had less work, the auditors should have

taken a lower fee; he did not consider it right to in-

crease the auditors’ fees, since a worker was much more

useful than an auditor;

he highlighted that FIAT was wrong to specify its net

financial status and asked attendees to do an internet

search on Google for “Consob net financial status" to

see if the terms "net financial status" and "net finan-

cial debt" are considered synonyms;

he maintained that FIAT, under the item "net financial

debt" subtracted what it wrongly called financial re-

ceivables, and maintained that these were not financial

receivables but commercial receivables, since under

item 19 of the consolidated financial statements it was

clearly specified that these receivables were towards

the sales network and final customer;

93

he reported that neither the independent auditors, nor

the Board of Statutory Auditors had ever made any ob-

jection to this, and considered this to be clearly

wrong.


was of the idea that conferring appointments on audit-

ing firms for an extremely long period of time was ill-

advised, and trusted that the Board of Directors had

carefully thought over this decision for the good of

the Company;

he recognized that mortgaging the future was not a typ-

ical human trait, and so imagining what could happen in

2020 was not easy.


once more stated his fears for the future, suggesting

that a world war was imminent;

he asked what the function of auditors was, since he

was of the opinion that insofar as they were supervi-

sors they represented a superior authority, that could

basically impose the payment of "protection money" and

criticize even the chairman himself;

he asked who they represented, suspecting that –

through equity interests held indirectly or in Chinese

94

boxes – they ultimately acted on behalf of Nathaniel

ROTHSCHILD, the Paris financier;

he questioned the reliability of these auditors, criti-

cizing their work and reminding attendees, as already

said in the previous year’s meeting, that other audi-

tors had praised the work carried out by LEHMAN BROTH-

ERS, when in fact this company subsequently went into

receivership, disappearing like a dinosaur ripped to

pieces by other predators;

he was interested to find out who was at the top of

this system, which he saw as a demagogic, mock democra-

cy;

he was of the idea that the individual shareholder,

holding an interest of less than 1.5% of the overall

share packet, didn't count for anything in the Company,

like parties in Parliament below a certain threshold,

those in business with only a few supermarkets, or

trade unions that were not mega unions;

he criticized the current environment, in which only

economic-financial colossuses count, while small citi-

zens count for nothing, predicting that the result

would be a ferocious clash in which even those with nu-

clear shelters would be unlikely to get off lightly;

95

he mentioned that in the Bible there was the story of

the rich Dives who, after having accumulated wealth and

built a fortress in which he could live safely with his

loved ones, led his earthly life indifferent to the

needs of others and human tragedy; he stressed that

even in the heart of the most stupid, base and wicked

person, there is a divine spark to warn them; he re-

minded attendees that the voice of the spirit of God

inside the stupid Dives warned him that he would die

that very night; he predicted the outbreak of world war

in the coming summer, and that of the current 7 bn peo-

ple in the world, 6.5 bn would already die in the first

six months as a result of NBC, in other words nuclear,

biological and chemical warfare;

he said that those who survived would be responsible

for what happened, to an extent knowable only to future

generations, and would have to account for their ac-

tions;

he advised FIAT, in the light of people dying like

flies in winter, to stop producing cars, and to invest

in nuclear, biological and chemical warfare shelters,

like in Switzerland, where even chalets and apartment

blocks are equipped with them.

96


recalled his previous address in which he set forth the

situation of his 31-year-old daughter;

he said he was perplexed by the proposed fee for the

auditing firm, which in his opinion was too high;

he was of the opinion that the auditing firm appoint-

ment should not last for more than one year.


asked if he could make a voting declaration;

he stressed that the auditing firm had failed to ex-

plain various points and that the shareholders should

almost consider claiming damages from them;

he asked the shareholders on their way out to collect

the answers provided to his questions, and stated that

these answers should have been enclosed with the

minutes;

he pointed out that one of the questions was whether

liquid assets were also held at the bank Crédit

Agricole and, maintaining that this was the case, con-

sidered the fact to be extremely serious, because it

meant that FIAT de facto uses or could use this liquid-

ity for financial instruments, and that this liquidity

97

could be used by Crédit Agricole to support consumer

credit.

The Chairman

pointed out to the shareholder BAVA that he had not

made any voting declaration and asked speakers to stick

to the issues at hand.


referred to the auditors as "puppets", and was con-

vinced that they were being controlled by other people

at the top of a vigilant hierarchical pyramid, as in

the iconographic representation of the eye of God;

he predicted the serious danger of a war, not because

of the auditors but because of their "master" who he

claimed was Nathalien ROTHSCHILD, who was undecided as

to whether to start a war or not, and he begged the

chairman to intercede so that he didn't;

he warned that the day of judgment would also come for

those provided with spacious nuclear shelters.

The Chairman

once more asked speakers to keep to the issues at hand.


wanted to know if FIAT planned to go back on its deci-

sion to dismiss employees, to suspend all legal actions

98

against its employees and to cancel any disciplinary

measures being implemented.

The Chairman

noted that the shareholders who had spoken had not kept

to the issues at hand as required under the Procedures

for General Meetings and took note of this fact for the

following addresses.

The Chairman then closed the discussion and moved to

vote the proposal to increase fees for Reconta Ernst &

Young S.p.A. according to the terms and procedures pro-

posed by the Board of Statutory Auditors, reminding

those present that only ordinary shares were entitled

to vote.

He specified that voting would be by the TELEVOTO sys-

tem as per the instructions shown on the screen.



buttons:


. A to abstain




99


recorded.





results.


with:


votes against 57,256







On item

4. Compensation and own shares:

a) Compensation policy pursuant to Article 123-ter of

Legislative Decree 58/98;

b) Incentive Plan, resolutions pursuant to Article 114-

bis of Legislative Decree 58/98;

100

c) Authorization for the purchase and disposal of own

shares,

the Chairman noted that the meeting was called to make

a resolution pursuant to Article 123-ter of Legislative

Decree 58/98 on the compensation policy, together with

the procedures for its adoption and implementation, as

reported in the Board of Directors' report distributed

to attendees (Attachment F).

He then pointed out that shareholders were also being

asked to approve adoption of a Long-Term Incentive

Plan, which would take the form of stock grants and was

aimed at ensuring the involvement and loyalty of key

persons for the development of the Group, aligning

their interests with those of shareholders through the

assignment of rights that, subject to the achievement

of pre-established targets and/or a continued profes-

sional relationship with the Group, would give benefi-

ciaries a corresponding number of FIAT ordinary shares

free of charge.

He also pointed out that the first part of the Plan was

the Company Performance Long-Term Incentive ("Company

Performance LTI") and consisted of assignment of a max-

imum of 14 million rights, whose vesting was subject to

101

the achievement of pre-established performance targets

in the period between 1 January 2012 and 31 December

2014, as well as continuation of a professional rela-

tionship with the Group.

The second part of the Plan, continued the Chairman,

was the Retention Long-Term Incentive ("Retention LTI")

and consisted in assignment of a maximum of 17 million

rights, subject to the achievement of individual per-

formance targets and whose vesting was subject to con-

tinuation of a professional relationship with the

Group; the Plan involves assignment of three different

tranches of the Retention LTI: the first in 2012 and

vesting in the period 2012-2015; the second in 2013 and

vesting in the period 2013-2016; the third in 2014 and

vesting in the period 2014-2017.

He then specified that the CEO, Mr. Sergio MARCHIONNE,

is a beneficiary of the Retention LTI and would receive

7 million rights, and that the other beneficiaries of

the Plan were to be around 300 managers, selected by

the CEO, occupying key positions with a significant im-

pact on the business results, excluding the employees

of Chrysler Group LLC, who benefit from a separate

plan, all according to the terms, conditions and proce-

102

dures set out in the Board of Directors' report dis-

tributed to those present (Attachment G).

The Chairman reminded everyone that no shares were re-

purchased under the authorization renewed on 30 March

2011, as the buy-back program had been suspended.

However, in order to maintain the necessary operational

flexibility over an adequate time span and considering

that the current authorization given by the meeting

will expire on 30 September 2012, he reminded share-

holders that renewal of the authorization was proposed.

The Chairman said that shareholders were being asked to

revoke the authorization granted on 30 March 2011, and

grant authorization for the next 18 months to:

- purchase, including through subsidiaries and/or as a

result of shareholders exercising the right of with-

drawal following the conversion proposed under item 5

on the agenda, a maximum number of shares from the

three categories which did not exceed the legally es-

tablished percentage of share capital;

- pay a maximum price not exceeding the reference price

reported by Borsa Italiana on the day prior to that of

the purchase plus 10%, with the exception of any shares

purchased as a result of shareholders exercising the

103

right of withdrawal, to be made at the price estab-

lished by the Civil Code;

- maintain reserves available for the purchase of a

maximum aggregate amount of €1.2 billion, including own

shares already held.

Moreover, he noted that authorization was also being

asked for the disposal of own shares in the manner most

appropriate to the Company’s best interest, as permit-

ted by law, including servicing existing and future in-

centive plans,

and that this would take place in accordance with the

procedures outlined in the Board of Directors’ report

distributed to those present (Attachment H).

He noted that currently Fiat S.p.A. holds 34,568,458

own ordinary shares, representing 2.709% of total

shares and 2.89% of shares with voting rights, while no

subsidiaries hold FIAT shares.

He then opened the floor for discussion of item 4 on

the agenda and reminded everyone that addresses should

be concise and pertinent, and that speakers should lim-

it themselves to five minutes and two minutes for re-

plies, during which time any voting declarations should

also be made.

104





nute remained.



took the opportunity to give the chairman his best

wishes for the birth of his third son;

he said that in order not to waste any more time, he

would not specify the reason for his previous voting

declaration, since he thought it was clear to majority

of those present;

he wanted to know if Mr. RUSSO was one of the 300 man-

agers benefiting from the incentive plan and if he re-

ceived an incentive for filing the complaints made

against him;

he asked, in the event of a merger between CHRYSLER and

FIAT, whether the shares given to Mr. MARCHIONNE for

stock grants would become CHRYSLER or FIAT shares;

he was convinced that the purchase of own shares was a

form of legalized insider trading and urged attendees

to vote against;

105

he underlined that if he had received a sufficient num-

ber of proxies from shareholders he would have voted a

claim for liability against the Board of Directors;

he maintained that the shareholders should seek damages

from the Board of Directors, above all from Mr. MAR-

CHIONNE, who was only interested in a financial rather

than an industrial operation with CHRYSLER, even though

he presented it as the latter;

he was of the opinion that Mr. MARCHIONNE was not able

to openly admit to everyone, starting with the trade

union, that he did not have an industrial plan, and

that he decided independently without discussing his

decisions with anyone and that these decisions often

turned out to be wrong;

he thought that, instead of trying to make progress,

Mr. MARCHIONNE - through the alliance with CHRYSLER -

is going backwards: either making cars that look to-

wards the past and the market doesn't appreciate, or

making the wrong choices on the cars produced by FIAT;

he was convinced that Mr. MARCHIONNE did not have great

market forecasting skills, for example bringing out a

4x4 car, which shouldn't be made using Jeep mechanics

any more, but as a hybrid;

106

he theorized that it would be a success if car produc-

tion managed to maintain levels of 4m units, but that

they would never achieve the figure of 6m, as promised

by Mr. MARCHIONNE, who had also promised that in 2010

FIAT would achieve 2.8 million units; he maintained

that the same would happen for SUV production;

he would like to know the contribution margin of Free-

mont and pointed out that the “good” products produced

by CHRYSLER under the FIAT brand are imported from

abroad;

he wondered why FIAT had to go to Mexico in order to be

competitive, when NISSAN and HONDA managed to achieve

this in Great Britain;

he asked how CHRYSLER managed to export to Italy with

profit margins, while having labor costs 1.5 times

higher than those in Italy;

he complained that, with this new industrial model, FI-

AT would be only a brand for the Italian-European mar-

ket and those who continued to buy FIAT cars would

think they were buying an Italian product but it would

instead come from Mexico, Poland or Serbia;

he would like to know how much of the CHRYSLER revenue

was produced on FIAT networks and the reason why CHRYS-

107

LER paid debts with other debts, thus fuelling the fi-

nancial bubble;

he acknowledged that with the Qashqai, NISSAN had the

best-selling SUV in Europe, produced in Great Britain,

and wondered why FIAT had failed where NISSAN had suc-

ceeded.


wanted to know whether the management was prepared to

sell off the whole FIAT and CHRYSLER car sector if

there were a purchaser willing to buy, in part or en-

tirely, the high and low range;

he wanted to know whether, if there were a purchaser

intending to buy the entire FIAT, ALFA ROMEO and CHRYS-

LER car sector and also the minority quotas of FIAT IN-

DUSTRIAL, the management would be prepared to accept;

he asked the board whether they were prepared to take

back on the workers in the temporary layoff scheme also

in non-FIAT S.p.A. sites for activities related to the

relaunch of high-range cars or of FIAT INDUSTRIAL;

he wanted to know if the work for the reopening and re-

launch of the Museum would recommence, seeing that it

is under the protection of the Ministry of Arts and

108

that a significant contribution for the works, amount-

ing to 50%, was donated by the state;

he asked whether the Alfa Romeo Motor Village project

would be developed;

he asked whether the Arese areas formerly used by Alfa

would be repurchased or not;

he wondered about the fate of the technical center at

Arese di Gardella, and whether there were intentions to

start new activities on the Arese site, such as CHRYS-

LER or FIAT INDUSTRIAL;

he asked the Company to explain its plans for the FIAT

branch in Milan at via Grosio;

he asked whether the Company held an interest, even a

minority stake, in Arese Automotive;

he asked whether there was the intention to invest in

the MAGNETI MARELLI site in Corbetta, so that MAGNETI

MARELLI parts could become world leaders, and what its

prospects were;

he asked about the prospects for the plant at Mirafio-

ri, regarding production and plans for the areas, and

for the technical bodies, which were forced to put

workers on temporary redundancy pay two weeks a month;

109

he wished to have details on the site at Balocco, the

Balocco POWERTRAIN project and the FIAT INDUSTRIAL site

at Pregnana Milanese;

he wanted to know what prospects Pomigliano had, seeing

the problems and tight profit margins of low range

cars;

he wanted to know the Company’s intentions for the

sites of Cassino, Termoli and Melfi;

he asked for a forecast on how much would be invested

by FIAT S.p.A. and FIAT INDUSTRIAL for each Italian re-

gion, in particular Lombardy.


maintained that the fourth item on the agenda was ex-

tremely important and thought that in order to under-

stand it completely, one needed to mention some histor-

ical events that had happened in Italy;

said that before decree no. 58 of 1998 and the decrees

amending the Italian Civil Code, there was the custom

of remunerating directors with a percentage of the

profits, whose distribution was dealt with by the Board

of Directors, but that subsequently new, more confusing

regulations were introduced;

110

he mentioned that Article 2389 of the Italian Civil

Code laid down that the remuneration of members of the

Board of Directors and the Executive Committee was es-

tablished at the time of their appointment or by the

shareholders’ meeting, and that it could be composed

entirely or in part of shares in profit or of subscrip-

tion options for future share issues at a pre-

established price;

he wondered whether Article 2389 of the Italian Civil

Code or Decree no. 58 of 1998 was applicable, stating

that there was considerable confusion on this issue;

he mentioned recently introduced regulations on the pay

of bank employees contained in a Banca d’Italia di-

rective, and said that these regulations had led to a

huge increase in the compensation of directors;

he thought that this had caused confusion and had led

to the emergence of incentive policies in other compa-

nies;

he asked what had happened to shareholders’ rights,

noting that his holdings were constantly losing value

and that dividends were inexistent or extremely low;

111

he pointed out that the dividends distributed amounted

to 2, 3, or 4 cents, while a shopping bag costs 15

cents.


declared that he would vote against the agenda and

asked the other shareholders to vote the same way,

since he felt that the Company management did not act

transparently;

he referred to the annual report, and noted that the

rest of the world performed better than Italy and that

it made no sense to invest in the country, nor in the

Mercosur or NAFTA areas;

he was of the opinion that CHRYSLER had no reason to

stay in the United States – since it would be better

off elsewhere, above all China and India – and that a

group of directors who had the courage to do this would

be worthy of trust, unlike directors who are unable to

represent the shareholders’ interests and are more in-

terested in transversal financing and agreements;

he maintained that decision-making power was firmly in

the hands of the directors;

112

he was convinced that if the directors did not seek a

compromise with shareholders, sooner or later there

would be a clash with serious consequences;

he asked the chairman and the CEO to think clearly

about their role - since they represent not only ephem-

eral money but also human lives – and to make their

opinions heard to prevent a war from breaking out;

he thought that the directors underestimated the risk

of a third world war, in the same way that the passen-

gers of the Titanic carried on dancing as the ship went

down;

he once again asked the chairman to intercede with

Nathalien ROTHSCHILD, and warned that even if the lat-

ter should survive thanks to a nuclear shelter, he

would be called to account for his responsibilities.


stated that he had always been against giving managers

shares;

he was of the opinion that managers are creative and

that in their work they should thus be free from finan-

cial problems;

he described his recent "hobby" of buying shares in

listed companies, including UNICREDIT, CREDITO

113

VALTELLINESE, EXOR, FIAT and others, and stated that he

suffered the fluctuations of the stock market;

he stated that his working commitments 10 years ago

would never have given him time to follow the stock

market;

he made an effort to show that managers, especially ex-

ecutives, should stay keep clear of market concerns,

especially in times like these;

he recounted an unpleasant experience in which he in-

volved a friend of his by buying 60,000 shares and los-

ing over €100,000 from the last shareholders’ meeting

up to now;

he said that his friend had reacted to the event philo-

sophically, also because, luckily, he had an extremely

profitable company;

he said that he had also taken it philosophically, con-

sidering these to be losses of minor severity compared

to a possible war;

his analysis was that FIAT, on the basis of the econom-

ic documents examined, displayed overall positive per-

formance;

he specified that there was the problem of Italian

sales, which he considered disastrous;

114

he wondered whether the Italian sales manager would re-

ceive stock options, a premium or criticism;

he asked how he could vote in favor of stock options

for 300 managers without knowing who they were;

he complained that it had by now been decided to con-

vert savings shares and said that if the company had

kept them, they could have provided an incentive to

save for those who believe in FIAT;

he was of the opinion that it would be a good idea to

group together ordinary shares; in order to be admitted

to the meeting, to hold the floor or have an interest

in doing so, one should have at least 10-20,000 shares;

he felt that someone with only a few shares was not re-

ally interested in FIAT’s performance;

he stressed his respect for all shareholders, including

those who only held a single share, but maintained that

shareholders with tens of thousands of shares deserved

particular consideration;

he criticized the secretary’s office for calling him an

“undesirable”;

he wondered if someone who had invested €50,000 or

€60,000 in FIAT and who, as a result of his attachment

115

to the company, had brought in other people, should be

thanked in this way.


was interested in knowing if and to what extent the

stock options would be assigned to the 300 managers

even if they did not reach the end of their contract.


- replied to (shareholder) Marco Fabrizio ZABARINI

that:

the questions he asked were irrelevant to the agenda

item under discussion and could not be answered on this

occasion;

the questions he had submitted prior to the meeting

were not received according to the procedure necessary

to have an answer prior to the meeting;

- replied to (shareholder) Marco Geremia Carlo BAVA

that:

the 7 million shares assigned to the CEO, in the event

of a merger with CHRYSLER, would be treated like those

of all other shareholders on the basis of resolutions

approved by shareholders;

the 300 managers who would benefit from the incentive

plan had not yet been selected;

116

- replied to Giovanni ANTOLINI (shareholder) that:

compensation had been set in compliance with all appli-

cable regulations;

- replied to Romano Giuseppe BORGARO (shareholder)

that:

managers leaving the Company would receive shares in

proportion to the time they had stayed with the Compa-

ny; there was a precise procedure regarding the grant-

ing of shares.

The Chairman

then proceeded with the replies.


could not understand why the Company should remunerate

Mr. MARCHIONNE in this way;

he was convinced that the CEO preferred those who were

amenable to those who disagreed;

he thought that the real difference between Mr. MAR-

CHIONNE and the old FIAT management was the fact that,

while one could exchange opinions with the latter, with

him almost any form of dialogue was impossible, as

moreover he said he had mentioned to him in 2004;

he pointed out to the CEO that in addition to the jour-

nalists who praised him, whom he quoted, there were

117

others that criticized him, such as Vittorio MALAGUTI,

who wrote for “Il Fatto Quotidiano”; he had written

that FABBRICA ITALIA’s production targets were com-

pletely unrealistic and that he did not think the com-

pany could achieve production figures of 1.6m vehicles

by 2014, thinking that at most it could produce

600,000; he then mentioned that the re-election of

OBAMA, a supporter of MARCHIONNE, was linked to the

saving of CHRYSLER, and that FIAT spent all its money

on resurrecting CHRYSLER instead of launching new mod-

els in Europe, unlike its competitors;

he reminded the CEO of the fact that he had been sued

for having said in 2008 that the latter would not man-

age to produce 2.8 million FIAT vehicles in 2010.


announced that, since he had been told that his ques-

tions were not relevant, he would come back the follow-

ing day to repeat them.


announced that he wanted to make an observation on the

best policy to follow regarding the prices of Company

securities, explaining that he was concerned by the

118

frightening price speculations taking place in the

Western world;

he continued by saying that due to the introduction of

loss leader prices that influence falling or rising

markets, and to the extremely short time necessary to

perform stock market transactions, it was worrying to

see the sharp fall of one security after another on the

stock market, and he thought great attention needed to

be paid to defending the prices of Company securities,

which he thought were currently well below their real

value;

he asked for measures to be taken to avoid a repetition

of the 40% loss which affected the values of the two

stocks, which fell from €20 after the demerger to their

current price of €12; he hoped they could avoid repeat-

ing the damage suffered by small savers who were some-

times forced to cash in their securities out of need,

and would also like to avert the danger of harm for the

Company, for example in terms of ratings and interest

rates on loans.


informed the attendees that he only held a single share

but that this also deserved to be considered;

119

he wondered whether the majority shareholders who had

ambitions to increase their earnings were aware of the

fact that the Company was in a critical situation and

that they had to react;

he warned that these people had to act quickly because

what he had presaged could really happen;

he was convinced that a more humane, less arrogant man-

agement may even deserve high remuneration, and that

this could also be in the interests of the sharehold-

ers, but he did not believe it was right to economical-

ly reward the current Company management, whom he con-

sidered soulless and unable to make decisions inde-

pendently;

he thought that with his single share he was worth more

than directors who had no decision-making independence,

and encouraged them to take a more active approach.


pointed out that he had previously asked a question

which had remained unanswered: whether the Sales Manag-

er for Italy, in the light of the disastrous results,

would be rewarded with stock option and, if so, why;

he said he did not claim to know everything about FIAT,

but he wanted to know if the problems encountered when

120

using the assistance services which, in his opinion,

were getting worse, had been solved;

he concluded by stressing that it was necessary to

clarify whether the Sales Manager for Italy would be

rewarded or replaced.


specified that the recipients of the stock options have

not yet been selected and that they would be selected

by the CEO in consultation with the Compensation Com-

mittee.

The Chairman then closed the discussion and proceeded

with voting, specifying that:

- the first vote would relate to compensation policy

- the second vote would relate to the incentive plan

- the third vote would relate to own shares.

After reminding those present that, for all the afore-

mentioned votes, ordinary shares only would be entitled

to vote, he specified that the voting would be by the


screen.

He then put to the vote the compensation policy togeth-

er with the procedures for its adoption and implementa-

tion, declared that voting was open and that it was

121


tons:


. A to abstain





recorded.





results.


with:







122



He then put to the vote the incentive plan, on the ba-

sis of the conditions and procedures set out in the

Board of Directors’ report.

He then announced that voting was open and that it was


tons:


. A to abstain





recorded.





results.


with:


123








He thus put to the vote the proposal to authorize the

purchase and disposal of own shares contained in the

Board of Directors’ report.



buttons:


. A to abstain





recorded.




124


results.


with:








the respective number of shares held. Having completed

with the order of business for the ordinary session, as

the time was around 4:20 pm, the meeting continued with

the extraordinary session - as under item 5 on the

agenda - with minutes taken by a notary.

The following attachments form an integral and substan-

tive part of the minutes:

. under letter “A” the text of the address of the Chief

Executive Officer,

. under letter “B” the report by the Board of Directors

on the second item on the agenda,

125

. under letter "C" the lists for election of the Board

of Directors, distributed to those present, with the

CVs of Patience WHEATCROFT and Joyce Victoria BIGIO,

. under letter “D” the lists for election of the Board

of Statutory Auditors, distributed to those present,

with details of positions held by the candidates as di-

rector or statutory auditor at other companies, as well

as the CVs of Lionello JONA CELESIA, Ignazio CARBONE

and Corrado GATTI,

. under letter “E” the report by the Board of Directors

on item 3 on the agenda,

. under letter “F” the report by the Board of Directors

on item 4 a) on the agenda,

. under letter “G" the Board of Directors’ report on

item 4 b) on the agenda,

. under letter "H" the Board of Directors’ report on

item 4 c) on the agenda,

. under letter "I" a list of participants in the ordi-

nary session of the general meeting, for their own ac-

count or attending as proxy, with an indication of the

respective number of shares and, for each vote, whether

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

126

vote, except for the votes relating to the election of

the Board of Directors and the election of the Board of

Statutory Auditors, for which are highlighted those who

voted for list 1, for list 2 or did not vote for either

of the lists and are thus deemed to have abstained.

The Chairman

Signed

(John Philip ELKANN)

The Secretary

Signed

(Ettore MORONE)

Share Capital €4,465,600 MARRONE Vittorio MINCATO Ratan Naval TATA; - also present were: . the...

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