Fiat Industrial S.p.A. Registered Office - via Nizza 250...

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

readers. The original Italian document should be considered the authoritative version.

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"Fiat Industrial S.p.A."

Registered Office - via Nizza 250, Turin, Italy

Share capital €1,919,433,144.74

Turin Companies Register

no. 10352520018

* * * * *

Minutes of the Ordinary General Meeting of

shareholders held on April 8, 2013.

* * * * *

On the eighth of April two-thousand and thirteen,

at Centro Congressi Lingotto, via Nizza 280, Turin,

at approximately 11 a.m., the Ordinary General

Meeting of Shareholders, convened on single call

with a public notice of February 27, 2013 on the

Company’s website, as well as through an extract in

the newspaper La Stampa to discuss and vote on the

following

Agenda

1. Annual Report:

a) Motion for Approval of the Statutory Financial

Statements at December 31, 2012, Allocation of

Profit and Dividend Distribution;

b) Compensation Policy pursuant to Article 123-ter

of Legislative Decree 58/98.

2. Election of Board of Statutory Auditors:

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a) Election of Regular Auditors, Alternate

Auditors and Chairman;

b) Compensation for Statutory Auditors.

In accordance with the By-laws, the meeting is

presided over by the chairman of the board, Sergio

MARCHIONNE, who firstly declares:

- that, as stated above, the notice calling the

meeting was published on February 27, 2013 on the

Company’s website, as well as in extract form in

the newspaper La Stampa, in accordance with Article

7 of the By-laws and the applicable requirements of

law;

- that the requirements for public disclosure have

been duly fulfilled;

- that 1,294 shareholders representing 788,374,929

shares are present or represented, out of a total

1,222,568,882 shares outstanding, each with a

nominal value of €1.57;

- that the meeting is validly constituted and,

accordingly, any resolutions passed are also valid.

With the consent of shareholders, the Chairman asks

Ettore MORONE to act as secretary and states for

the record:

- that, in addition to the Chairman himself, the

following directors are also present:

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Alberto BOMBASSEI

Gianni CODA

John Philip ELKANN

Maria Patrizia GRIECO

Libero MILONE;

- that the following regular statutory auditors are

also present:

Paolo PICCATTI – Chairman

Valter CANTINO

Lucio PASQUINI;

- that the following directors are absent with

justification:

Robert Glenn LIBERATORE

Giovanni PERISSINOTTO

Guido TABELLINI

Jacqueline TAMMENOMS BAKKER

John ZHAO;

- that the secretary of the board, Roberto RUSSO,

is also present;

- that he has ascertained, through his delegates,

the identity and legitimacy of the persons in

attendance;

- that the list of names of those participating at

the shareholder meeting, either directly or by

proxy, with details of the respective number of

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shares represented, will be attached to the present

minutes (attachment "E").

The Chairman states that, on the basis of the

correspondence received to date, the following

parties, that hold more than 2% of voting shares,

are present:

* Giovanni Agnelli e C. S.a.p.a. 401,137,677

shares, equal to 32.811%, of which 366,927,900

shares through its subsidiary EXOR S.p.A. and

34,209,777 shares through its subsidiary Fiat

S.p.A.

* Harris Associates LP 61,457,048 shares, equal to

5.027%

* BlackRock Inc. 49,298,625 shares, equal to

4.032% (party which is not subject to the

disclosure requirements of Article 119-bis (7) (8)

of the Issuer Regulations)

* The Oakmark International Fund 33,256,500

shares, equal to 2.720% (party which is not

subject to the disclosure requirements of Article

119-bis (7) (8) of the Issuer Regulations)

* Government of Singapore Investment Corporation

Pte Ltd 27,832,792 shares, equal to 2.277%.

The Chairman states that, if shareholders have no

objections, students from the University of Turin

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and analysts will observe the proceedings, as well

as journalists, in a room reserved for them.

The Chairman also points out that representatives

of the independent audit firm are also present,

along with qualified personnel to facilitate

conduct of the meeting and points out that anyone

wishing to leave the meeting prior to its

conclusion must report this as they exit so that

the number of votes in attendance can be updated.

Before passing to the items on the agenda, the

Chairman reminds those in attendance that,

pursuant to Article 5.2 of the Procedures for

General Meetings attached to the Report on

Corporate Governance which was distributed,

documentation that was placed on record and made

available to those concerned will not be read out.

He also points out that anyone wishing to speak in

relation to the items on the agenda, assuming they

have not already done so, must reserve time to

speak at the secretary’s table and specify the

issue they will discuss.

He reminds everyone that, pursuant to the

Procedures for General Meetings (Article 3.6), the

use of audio/video recording devices by

shareholders is not allowed and mobile phones must

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be switched off.

He also reminds shareholders who will be called to

speak at the microphone that, as set out in the

Procedures (Article 6.4), statements must be

concise and strictly relevant to the agenda item

being discussed.

He also points out that, pursuant to the above

Procedures (Article 6.6), any speeches which

become a mere disturbance or interference for the

other participants or which are offensive or

improper will not be allowed.

In addition, given the large number of speakers

and on the basis of the abovementioned Procedures

(Article 6.4), the Chairman states that he

considers appropriate the maximum of 5 minutes for

each speaker during which any voting declarations

must also be made – and an additional 2 minutes

for responses to the answers provided.

Shareholder Marco Geremia Carlo BAVA

asks that his opposition be noted in the minutes.

The Chairman

continues by explaining that speeches and

responses will be considered completed once the

maximum time limit has expired and the podium will

automatically be given to the next shareholder.

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The Chairman then declares the meeting open and

proceeds with the agenda, listing the individual

items.

On the first point1. Annual Report:

a) Motion for Approval of the Statutory Financial

Statements at December 31, 2012, Allocation of

Profit and Dividend Distribution;

b) Compensation Policy pursuant to Article 123-ter

of Legislative Decree 58/98,

the Chairman presents the Group’s results for 2012.

The text of that presentation is provided as

Attachment "A".

The Chairman then reads out the proposals for

approval of the statutory financial statements at

December 31, 2012, allocation of profit and

dividend distribution, the text of which is

provided here below:

"Shareholders,

We submit for your approval the Statutory Financial

Statements at December 31, 2012, which report

profit of €128,609,403 and a retained profit

reserve of €730,913,008.

We propose a dividend of €0.225 per ordinary share,

equivalent to a maximum total distribution of

approximately €275.1 million, consisting of the

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remaining profit for 2012 of €122,178,933 –

following allocation of €6,430,470 to the legal

reserve – and a maximum of €152,899,065.45 from the

retained profit reserve.

This proposal is in line with the policy adopted by

the Board of Directors to distribute between 25%

and 35% of the Group’s consolidated profit.

The dividend will be payable on April 25, 2013 (ex-

dividend date of April 22) on shares on record at

April 24, 2013."

The Chairman then states that, in relation to the

Compensation Policy, the report of directors that

was distributed (Attachment "B") contains Section

One of the Compensation Report on which

shareholders are being asked to vote pursuant to

Article 123-ter of Legislative Decree 58/98.

He then passes to discussion of the first item on

the agenda and asks the individuals who have

reserved speaking time to take the microphone when

called to do so and to ask questions which are of

general interest, relevant to the resolution,

based on adequate information, therefore making

statements which are concise and pertinent and, in

any event, limited to a maximum of 5 minutes –

during which, as stated, any voting declarations

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must also be made – and an additional 2 minutes

for responses to the answers provided.

He then reminds everyone that when the time has

expired, the podium will pass to the next

shareholder in order and that a brief tone will be

sounded 1 minute before a speaker’s time expires.

He then explains that the minutes for the meeting

will not include or have attached statements or

parts of statements which are not actually read

for the benefit of those in attendance and

pertinent to the items being addressed.

He then states that, as provided under Article 127-

ter of Legislative Decree 58/98, numerous

questions, many very detailed, had been received

before the deadline specified in the meeting notice

(5 April 2013). Written responses have been given

directly to the individuals that submitted

questions and copies of the questions received and

the responses provided are available from staff

members at the entrance to the hall for those who

may be interested.

He then declares the discussion open on the first

item of the agenda.

A summary is provided below.

Shareholder Franco BORLENGHI

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presents himself as a small shareholder that is

loyal to the Company and states that he always

finds it interesting and enjoyable to take part in

the shareholder meetings just as he is present

again this year for the approval of the Company’s

results;

he points out that the Company closed 2012 with a

net profit of €921 million, a result in the range

estimated by analysts of between €900 million and

€955 million, and representing an increase over the

€701 million reported for 2011;

he highlights that revenues have increased and

trading profit has jumped by 23%, to exceed €2

billion, and he considers the proposed dividend of

€0.225 per share to be attractive;

in his view the only negative aspect is net

industrial debt which, at December 31, 2012, had

increased by €400 million to €1.6 billion, which is

higher than expected by analysts;

he is of the opinion that for the current year

improvements can be expected despite the fact that

the prolonged crisis continues to affect all

industry sectors in the country and he would like

to know what the Chairman’s forecasts are;

he asks for information with regard to the planned

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merger with the U.S. subsidiary CNH, which operates

in the agricultural and construction equipment

sector;

he concludes by thanking Mr. MARCHIONNE in advance

for his response, announces his vote in favor of

the financial statements and asks that he be sent a

copy of the minutes.

Shareholder Jutta SPERBER

expresses her appreciation of the good results

achieved in 2012;

wishes to have more information with regard to

measures adopted by the Company to improve the

quality of CNH’s products.


announces that his websites are www.marcobava.it

and marcobava.eu;

he gives notice that he intends to file an action

for liability against Mr. MARCHIONNE, asking that

this be discussed and voted upon for the reasons

that can be read in the attachment to the proxy

materials published on his website and with regard

to which he intends to summarize the main points;

he states that other motivations can be found in

the responses to the questions presented prior to

the shareholder meeting, for those who have not

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already obtained a copy;

he informs those present that his website also

provides the text of the ruling in his favor for

the legal complaint presented against him by Mr.

MARCHIONNE in 2008 for having said, among other

things, that "he is a reckless and bold

illusionist" and that FIAT security is responsible

for the death of Edoardo AGNELLI because of their

lack of vigilance;

he notes, as contained in the ruling, that if

someone had been responsible for protecting Edoardo

AGNELLI they hadn’t done their job properly,

regardless of whether he was killed or committed

suicide;

he presents the new website

www.omicidioedoardoagnelli.net where it is possible

to find all the developments on the case, well

summed up in the book "Agnelli segreti" written by

MONCALVO and published by Vallecchi;

he asks under what law the company ORIONE is

authorized to conduct its activities despite the

fact that Italian law does not recognize the body

guard profession, but allows for registered

security guards for the protection of assets only,

not people directly, under Article 134 of the

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Italian decree on public security, with the risk

that those acting in place of law enforcement

agencies may be guilty of committing a criminal

offense under Article 347 of the Criminal Code;

he says that, to date, he has not been informed

whether the ruling in his favor has been appealed,

and therefore believes he is free to talk publicly

pursuant to Article 51 of the Criminal Code, given

the ruling already referred to which can be read on

his website;

he notes that the ruling says that his statements

were pronounced in light of constitutional

regulations with reference not only to Article 21

of the Constitution, but also to Article 47

according to which the Republic encourages private

investors to hold direct and indirect shareholdings

in the nation’s large industrial enterprises, such

as FIAT;

he notes that for these reasons he intends to

establish an association called "New model of

development", which will entail, in Article 1,

amongst other things, the protection of individual

investment in all of its forms;

he is of the opinion that the difference between

Giovanni AGNELLI and Mr. MARCHIONNE is that with

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the former it was possible to have a difference of

opinion and he made decisions after listening to

the dissenting opinion, whereas Mr. MARCHIONNE does

not accept debate but rather seeks to suffocate

dissent through lawsuits;

he states that his website contains his materials

soliciting proxy representation to vote against

approval of the financial statements in question

and for the liability action against Mr.

MARCHIONNE; he asks for confirmation as to whether

the latter’s tax residence is still in Zug,

Switzerland, in the house with the red and grey

shutters, as shown on television;

he reports that salaries are provided in a very

obscure part of the corporate website, where it is

reported that Mr. MARCHIONNE received stock grants

and then sold a portion of them for tax reasons,

and he asks how those who do not have stock grants

are able to pay their taxes;

he informs those present that attachment 1 to his

proxy material provides the reasons for voting NO

to the proposals of the board: he reports a problem

for the Civis of Bologna, which does not work; he

would like to know how many blue and white collar

workers are currently on temporary layoff and why

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FIAT continues to report a 4% loss of on invested

liquidity.

Following expiry of the allotted time, Mr. BAVA

continues to speak despite the microphone being

switched off.

Shareholder Giovanni ANTOLINI

complains to the Chairman, the board and

shareholders about having once again to speak at a

shareholder meeting while another shareholder is

talking;

he asks for order to be restored to the meeting;

he asks that the Procedures for General Meetings be

revised and that the Chairman be given the

authority to regulate speeches depending on whether

they are more or less constructive, interesting or

lengthy;

he states that he is not used to speaking at the

same time as others and hopes that his right to

speak be assured more effectively.

The Chairman

asks Mr. ANTOLINI to continue speaking and assures

him that what he says can be heard perfectly well.


examines a series of ratios which he considers give

a rather interesting profile of the Company;

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he notes that, if one looks at net revenues for

each of the Company’s operating regions, it can be

seen that the ratio between the Group’s global

revenues, which are €25,765,000, and the number of

employees, 68,257,000, 0.37 to 1; he reminds those

in attendance that last year this ratio was 0.36 to

1, which represents an improvement that has

repercussions for the whole Group;

he says that if one analyzes employees and revenues

by geographical area, it can be noted that in Italy

revenues were €2,045 million, compared with a

workforce of 18,576, a ratio of 0.11 to 1,

representing about a third of the average for the

company;

he notes that for Europe the ratio is 0.3479 to 1,

0.638 to 1 for North America and 0.398 to 1 for the

Mercosur area;

he believes that these figures should be considered

very carefully on the basis of the type of

production, because they are certainly linked to

the activity carried out in each different area of

the globe;

he states that the situation he highlighted is

worrying for Italy and notes that the problems in

Italy are probably not encountered by the Company

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in other parts of the world.

Shareholder Riccardo MOLETTI

says that his question relates to the merger

between the Company and CNH, with the setting up of

a Dutch company, as illustrated by the Chairman;

he is interested in knowing what led FIAT

INDUSTRIAL to transfer its headquarters to Holland

and proposes, if possible, that the by-laws include

the obligation to hold its shareholder meetings in

Turin because he considers it important, despite

the international character of the Company, that

its mind and heart should or rather must remain in

Turin;

he complains about how his comments at last year’s

meeting were recorded in the minutes, as he states

that he had finished his statement within the

allotted time and that the notary’s assistant had

asked for a copy of his statement and he expresses

his surprise that what was reported in the minutes

was excessively brief;

he believes, despite not considering the issues he

raises to be of fundamental importance, that the

shareholder meeting represents an opportunity for

shareholders to meet and discuss "policy", meaning

the "good governance of the company ", in light of

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the influence which FIAT exercises in Italy and

that these issues are of the utmost importance,

especially in times of crisis such as the one being

faced at present.

Shareholder Corrado RADAELLI

disagrees with how the shareholder meeting is

conducted and the amount of time granted to speak;

he thanks the Company for sending the documentation

he requested and notes that by reading it he

arrived at conclusions that prompted him to send

observations and questions by fax to the Company

with a specific request to receive a verbal

response during the shareholder meeting and have

this attached to the respective minutes;

he requests additional information in order to be

able to cast a more informed vote;

he declares that he has not received a written

response to the questions he sent by fax;

he would like to know how many directors there are

on the boards of subsidiary and associate companies

and, similarly, how many regular statutory auditors

there are at those companies;

he asks to know the overall cost of fees paid by

the Group to the directors, statutory auditors and

top management in 2012;

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he notes that in Canada, the United Kingdom,

Holland, Belgium and Luxembourg there are about 47

companies for which he would like to know the

turnover for goods they produced in 2012;

he asks, with regard to the agricultural and

construction equipment sector, why the Group has

expressed, immediately after the well thought out

reorganization, the need to make changes in

position, company purposes and ownership structure;

he states that, although these considerations are

limited to the agricultural and construction

equipment sector, they can be extended to the whole

Group, with just a few exceptions;

he has some perplexity with regard to the

surprising net result, since there are often

“jumps” of hundreds of millions, and he provides

some examples:

he notes that in "Highlights for 2012" there is

reference to Case New Holland Construction

Equipment India Private Limited, which is

controlled by New Holland Fiat India Private

Limited, and through others, on December 31, 2012;

he would like to know what advantage was obtained

by transferring the direct control of this company

to CNH America LLC during the year and what the

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tenfold increase in profit is due to; he also would

like to know how many employees Case New Holland

Construction Equipment India Private Limited has;

he points out that in the same document reference

is made to New Holland Kobelco Construction

Machinery S.p.A., which is controlled by CNH Italia

S.p.A., which is in turn controlled by CNH

Osterreich GMBH, and he would like to know what

advantage was obtained by having this intermediate

holing in Austria, what business CNH Italia S.p.A.

carries out and how many employees New Holland

Kobelco Construction Machinery S.p.A. has;

he points out that, in the same document, Ros Case

Mash is mentioned, despite the fact that its

cancellation has been talked about for two years,

and asks whether the handover has been completed

and why the latest financial figures are not

reported for 2012 when they were reported for 2011;

he asks that the company’s real estate assets be

quantified if it has any;

he states that, with regard to trucks and

commercial vehicles and as clarification of the

question contained in his fax of April 5, 2013 with

regard to the transfer of equity interests held by

Iveco Partecipazioni Finanziarie S.r.l. during

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2012, that the reference relates to the transfer of

Iveco S.p.A. and Iveco International Trade Finance

to Iveco FS Holding Limited.

Shareholder Giuseppe MARGARONE

as every year, feels the duty to send his regards

to Mr. MARCHIONNE and the other board members;

he notes that he has always had the utmost

admiration for Mr. MARCHIONNE and the rest of the

management and states that he has always believed

in FIAT and in the future of the Italian auto

industry but fears that he can no longer be so

optimistic;

he explains that prior to last year’s shareholder

meeting he purchased 1,000 FIAT shares and that a

few days ago he sold 10,000;

he says he feels like the "emperor with no clothes"

unless he has FIAT and FIAT INDUSTRIAL shares;

he says that he came to Turin when he was 18 to

study at the Polytechnic, where he studied

mechanical engineering with an automotive

specialization, and that he has always had a

passion for the automotive sector and an interest

in FIAT and even felt obliged to do something for

FIAT but now feels disappointed;

he says that he asked to speak with one of the

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managers and asks Mr. MARCHIONNNE whether the e-

mails that he receives are actually given to him or

automatically deleted, because he sent one without

receiving any response; it is clear that, if Mr.

MARCHIONNE had received the e-mail, he would have

asked someone to respond to it;

he believes that the 5 minutes allocated for

speeches, which don’t seem sufficient for many

people, in his opinion are sufficient;

he is pleased that the buffet has improved this

year;

he thanks Mr. PICCATTI, whom he considers a great

person;

he informs those in attendance that tomorrow he

will be at the FIAT shareholder meeting because

what is important for him is FIAT, which is

something he cannot do without;

he is disappointed that the Group has no cars that

can compete with AUDI and BMW.

The Chairman

- responds to Franco BORLENGHI that:

as mentioned in the opening speech, the Company

expects that market conditions will remain solid

for all sectors, particularly for CNH; the Company

has revised its targets upwards for 2013, revenues

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are due to increase by about 5% with trading margin

between 8.3% and 8.5% and net industrial debt

between €1.1 and €1.4 billion; these targets were

set in January 2013 at the time the Company issued

its 2012 results and will be revised at the end of

April, when first quarter 2013 results are

published;

the merger with the subsidiary Case New Holland

will be addressed at the extraordinary general

meeting and work necessary to complete the

transaction continues;

- responds to Jutta SPERBER that:

to improve the quality of its products, Case New

Holland has an active commitment to Research &

Development, as shown by the high level of capital

invested; in addition, testing of finished products

has been intensified, both at plants post-assembly

and in the field prior to the launch of a new

product;

- responds to Marco Geremia Carlo BAVA that:

the stock grants are not given to pay taxes but are

instead a component of compensation for those who

receive them, who in turn are responsible for

paying the related taxes; all managers are

responsible for paying the taxes owed on their

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compensation;

- responds to Riccardo MOLETTI that:

the NewCo is a Dutch company and the Company has

never been transferred as it has only recently been

set up;

any clarification on the merger will be provided

during the course of the general meeting of

shareholders called to vote in that regard;

- he responds again to Marco Geremia Carlo BAVA

that:

there are currently 61 employees on temporary

layoff at the CNH plant in Imola and 493 at the

IVECO IRISBUS plant in Valle Ufita; IVECO and

IRISBUS are currently applying an extraordinary

layoff fund for company crisis, due to closure of

the business; in terms of the use of the ordinary

temporary layoff benefit scheme, production

stoppages are planned to allow for alignment

between production volumes and market demand;

the average yield on invested liquidity in 2012 was

2.2%, while the weighted average cost of funding

was 6.2%; the Group invests excess liquidity in

accordance with specific policies relating to

diversification and typically very short-term, with

banking counterparties selected on the basis of

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their rating and their relation with the Group with

the principal objective of protecting capital;

- responds to Giuseppe MARGARONE that:

e-mails addressed to him are received if the

address is correct;

- responds to Corrado RADAELLI that:

information on fees paid in 2012 to directors,

statutory auditors and top management is provided

in the 2012 Compensation Report which was prepared

in accordance with Article 123-ter of Legislative

Decree 58/98 and in conformity with attachment A,

tables 7-bis and 7-ter, of Consob Regulation 11971

of May 14, 1999 and published on the website

www.fiatindustrial.com;

the changes in position, company purposes and

ownership structure are made where necessary to

optimize the ownership structure of the Group;


asks that it be reflected in the minutes that board

member John Philip ELKANN left the shareholder

meeting.

The Chairman

- continues in his response to Corrado RADAELLI

that:

the Group has about 250 companies, of which 22 are

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in Italy, 17 subsidiaries and 5 associates, and 225

abroad, 210 subsidiaries and 15 associates; these

companies have a board consisting, on average, of 3

to 5 board members and operating companies in Italy

all have a board of statutory auditors consisting

of three regular auditors and two alternate

auditors;

CNH Italia S.p.A.’s activities consist of the

production, development and marketing of

agricultural products and construction equipment;

2012 turnover for goods produced in Belgium was

€224.6 million, of which €110.6 million for CNH,

€113 million for IVECO and €0.9 million for FPT

MOTORI; in Luxembourg it was €7.7 million, of which

€1.2 million for CNH, €5.1 million for IVECO and

€1.3 million for FPT MOTORI; in Holland it was

€182.9 million, of which €98.6 million for CNH,

€78.6 million for IVECO and €5.6 million for FPT

MOTORI; in the UK, it was €753.7 million, of which

€398.3 million for CNH, €326.5 million for IVECO

and €28.8 million for FPT MOTORI; in Canada, it was

€1,424 million, of which €1,423.8 million for CNH

and €0.2 million for IVECO;

Kobelco Construction Machinery has 592 employees.

The Chairman then proceeds with the responses.

27

Marco Geremia Carlo BAVA

complains about not having received a response on

the Civis problem and wants to know what the status

is in that regard;

he says he asked a question relating to

compensation, which is always very difficult to

find in the documentation, and points out that he

will put it on his website, so that everyone

wanting to find it can do so easily;

he notes that the documentation states: "Under the

stock option plan of January 2012, Mr. MARCHIONNE

received 4 million ordinary shares from FIAT. In

February 2012, to cover a portion of the associated

taxes, Mr. MARCHIONNE sold 980,000 ordinary

shares...";

he asks again how people who do not have stock

grants to sell can cover their own taxes

liabilities;

he proposes that Mr. MARCHIONNE and the entire

board forego their compensation, by making a

donation to the charity CARITAS, considering this

to be the only way for them to not end up as greedy

rich people, and considering they are responsible

for at least 500 people on temporary layoffs.

The shareholder Giovanni ANTOLINI

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expresses his disappointment about the way

shareholder meetings are conducted;

he is of the opinion that it is not possible to

continue in this manner and the regulations need to

be changed;

he believes that the interests of a shareholder and

a director are proportional to the capital invested

and considers it unacceptable that people acquire

one share to come to shareholder meetings and talk

about problems that have nothing to do with the

performance of the Company;

he considers it would be correct that the right to

speak is proportional to the amount of capital

invested;

he maintains that if there is a group which has

invested significant amounts of capital, it has the

right to say more things and make more

contributions to shareholder meetings and that if

there is a shareholder that has invested all of his

savings in the Company, that shareholder be

involved in the management of the Company and have

the duty to say what isn’t right, while a

shareholder with only a few shares that comes to

shareholder meetings to discuss trade union issues

is merely disturbing proceedings; he does not

29

consider proceedings democratic.

The Chairman declares that he considers this to be

an interesting concept.

The shareholder Corrado RADAELLI

considers it a risk to adopt the principle

according to which people who have invested more

money can speak for longer, in that this would mean

that only large shareholders could speak;

he criticizes the fact that he has not received a

response, either written or verbal, to the

questions he sent by fax and fears that even this

aspect is left to the will of the directors or

other parties, and complains about the fact that

the shareholders are not allowed to speak;

he declares that he will vote against the motion

not so much for the results in the financial

statements, but because of the above conduct;

he asks all shareholders, particularly minority

shareholders, to do the same to protest against a

behavior that suffocates any expression which is

not in line with the will of the majority; he is of

the opinion that the individual shareholder is in

grave difficulty;

he asks for information about the fax he sent to

the Company.

30

Shareholder Giuseppe MARGARONE

asks shareholders to protect the interests of small

shareholders and to ensure that those who come to

shareholder meetings demonstrate, in order to be

listened to, proper attention to the positive

performance of FIAT share;

he explains that, although he currently has 7 FIAT

INDUSTRIAL shares and 1 or 2 FIAT shares, he took

part anyway even though a friend of his, that has

60,000 or 70,000 FIAT shares, did not come because

he considered it a waste of time;

he states that nobody can be prevented from

speaking, since this would be unfair and

undemocratic, but he asks that a means be found to

ensure that those who do take part in shareholder

meetings have a real interest in it, as he claims

he has.

The Chairman provides some additional responses to

the questions that were asked before and explains

to shareholder RADAELLI that:

the Ros Cash Mash cancellation has not yet taken

place, although the company is no longer operating;

no questions were received by the deadline and

therefore there is no response;

- explains to shareholder BAVA that:

31

a technical solution is being sought to the Civis

supply, in collaboration with the client.

With no other speakers on the list, the Chairman

declares the discussion closed and proceeds to the

vote after pointing out that the televoting system

will be used following the instructions projected

on the screen.

He then passes to a vote on the motions for

approval of the financial statements at 31 December

2012, allocation of profit for the financial year

and distribution of dividends. He notes that voting

is open and those present can now press the

appropriate button:

. F to vote in favor

. A to abstain

. C to vote against.

He explains that, after checking the display to

verify the vote selected is correct, it is

necessary to press the OK button and verify on the

display screen that the vote has been recorded.

He also requests that proxies or trustees needing

to cast multiple votes head to the assisted voting

table.


asks that it be reflected in the minutes that he is

32

voting against also because the motion calls for

reserves to be distributed.

At the end of the vote the Chairman asks whether

everyone has voted and confirms the result.

The motion for approval of the financial statements

at 31 December 2012, allocation of profit for the

year and distribution of dividends are approved by

a majority with:

votes in favor 786,306,700

votes against 36

abstentions 8,824

shares not voted 2,205,518.

Details of who voted in favor, against, or

abstained or did not vote, with the respective

number of shares, are provided in the list of

participants (attachment "E").

The Chairman then passes to the vote on the motion

put forward by shareholder Marco Geremia Carlo BAVA

to promote the liability action pursuant to Article

2393 of the Civil Code as indicated by the

shareholder.


declares that the liability action must be

discussed and maintains that he should have the

opportunity to present his motion before it is

33

voted on.

The Chairman proceeds to the vote after pointing

out that the televoting system will be used

following the instructions projected on the screen.


asks that it be recorded in the minutes that he has

not been given the opportunity to illustrate his

proposal.

The Chairman declares the voting open and reminds

shareholders that they can press button:

. F for those in favor of the liability action

. A to abstain

. C for those against the liability action.







table.

The shareholder Marco Geremia Carlo BAVA

asks once again that it be recorded in the minutes

that he has not been given an opportunity to

34

expound on his proposal.

At the end of the vote the Chairman confirms that

the motion to promote the liability action pursuant

to Article 2393 of the Civil Code is rejected with:

Votes against 788.326.522

Votes for 150,726

Abstentions 43,782.

The vote is followed by enthusiastic applause from

shareholders.





The Chairman then puts to the vote Section One of

the Compensation Report specifying that the voting

is open and that it is therefore possible to press

the button:


. A to abstain







35


table.


declares that he is against the motion in general,

but also because the shares granted have been sold

for tax reasons and because it enables the Chairman

to pay his taxes with the Company’s money;

he notes that he voted against approval of the

financial statements in light of "Mr. MARCHIONNE’s

marvellous management" and adds that he considers

the compensation reported to be amoral as there are

people who commit suicide because they can’t cover

their living costs.

At the end of the vote, the Chairman asks whether

everyone has voted and confirms that Section One of

the Compensation Report is approved by majority

with:


votes against 297,619,617

abstentions 11,543,881

shares not voted 3,677,719.




36


On point

2. Election of Board of Statutory Auditors:

a) Election of Regular Auditors, Alternate

Auditors and Chairman;

b) Compensation for Statutory Auditors,

the Chairman notes that, as indicated in the report

of directors which was distributed to those present

(attachment "C") this item relates to the election

of the board of statutory auditors.

He confirms that, along with the additional

information required under Article 17 of the By-

laws, two lists of candidates were deposited:

. the first, identified as list no. 1, was

presented by EXOR S.p.A., which owns 30.013% of

total share capital,

. the second, identified as list no. 2, was

presented by a group of Italian and international

fund managers and institutional investors, together

holding 1.012% of total share capital.

He then noted that the list presented by EXOR

contains the following candidates:

for the office of regular auditor

1. Paolo PICCATTI

2. Nicoletta PARACCHINI

37

3. Lucio PASQUINI

for alternate auditor

1. Riccardo ROTA

2. Giovanna CAMPANINI

3. Giorgio CAVALITTO,

while the list presented by a group of Italian and

international fund managers and institutional

investors contains the following candidates:

for the office of regular auditor

Claudia MEZZABOTTA

For the office of alternate auditor

Giulia PUSTERLA.

He notes that both lists, with the respective

attachments, were made publicly available in

accordance with the requirements of law and are

available from the secretary’s table.

He adds that a summary sheet and the CVs of all

candidates were circulated along with a list of

positions as director or statutory auditor held by

those individuals at other companies (attachment

"D").

With regard to the annual compensation for the

board of statutory auditors, the Chairman points

out that in the abovementioned directors’ report, a

proposal is made to set it at €85,000 for the

38

Chairman and €55,000 for the other regular

auditors.

The Chairman then passes to the second item on the

agenda and reminds those in attendance that

speeches must be concise and relevant and that

speakers must remain within the time limit of 5

minutes – which, as explained already, must also

include any voting declarations – and an

additional 2 minutes for responses to the answers

provided.

He then reminds everyone that when the time has

expired, the podium will pass to the next

shareholder in order and that a brief tone will be

sounded 1 minute before a speaker’s time expires.

A summary is provided below.


appeals to the new statutory auditors since he

believes the FIAT situation to be very serious;

he is of the opinion that the current board lacks a

sense of realism, especially in terms of

compensation;

he is of the opinion that if the board included Mr.

LANDINI among its members, it would have a better

understanding of the product and industrial

production;

39

he presents the statutory auditors with a series of

complaints pursuant to Article 2408 of the Civil

Code, since he notes how prompt they are in

responding;

he states that these complaints will represent for

him an official record as will the ruling,

described above, which relates to him;

he reports to the board of statutory auditors,

pursuant to Article 2408 of the Civil Code, the use

of the company ORIONE as a private police force;

he asks that the board of statutory auditors verify

whether there are any breaches of Article 134 of

the Law on Public Safety and Article 347 of the

Criminal Code, since he is convinced that the

evidence of the actions of the company ORIONE

against him have already been provided to the board

of statutory auditors and have been ”glossed over”

by the latter;

he notes that, addressing the members of the board

and Mr. MARCHIONNE, the calculation of net

financial position is not correct and that it is

the same as net debt and points out that FIAT

changes this for international rating purposes,

subtracting loans which are commercial and not

financial as they are mainly to support the sales

40

network and commercial sales;

he asks that the debt position and related

liquidity be verified, in that all the debt ended

up with FIAT INDUSTRIAL and the liquidity remained

with FIAT;

he notes that debt increased but net financial

position did not increase as much as it did for

FIAT and he confirms the underlying concept that it

makes no sense to pay for 6.2% for liquidity and

reinvest at 2.2%;

he is of the opinion that the only justification

which can be given is that this helps the

management of the Company, although he believes

that the Company’s internal rate of return is not

6.2%;

he hopes for ostracism of the city’s powerful and

recounts that when he was at university he would

speak of his industrial plan and always said that

the greatest constraint of the industrial plan is

the internal rate of return which must be equal to

or higher than the average cost of debt.


reports that his comments are mainly constructive

and concern changes to the law that are necessary

in relation to elections of the board of directors

41

and board of statutory auditors;

he notes the presence of the Honorable Mr.

BOMBASSEI and asks him to report in Parliament the

need to establish a board of directors and board of

statutory auditors that is adequate to the task of

controlling the Company;

he believes that the situation relating to the

election of the board of statutory auditors is

simple, since on the one hand there is a majority

shareholder, EXOR, and on the other there is a

group of individual shareholders, who by law

appoint the Chairman;

he notes that this is of interest for a group of

Italian or international mutual funds only, because

the individual shareholders cannot reach the

necessary percentages to elect a member of the

board of statutory auditors;

he declares that, with this observation, he would

like Parliament to reflect on the issue and hopes

for a change;

he refers to the system of "female quotas", which

he considers to be somewhat correlated to the

previous issue because it requires that the board

of directors have a certain number of women and

that this will not be valid unless the percentage

42

of female representation required by law is

reached;

he considers the system of “female quotas” to be

fair in politics but not in a company where

specific skills are necessary;

he believes that a competent woman, with shares and

interests in a certain company, can be appointed as

a board member, but he does not believe that this

system should be applied to a position with

remuneration of €55,000;

he says that he has nothing against female board

members as long as they have a genuine interest in

the Company and can contribute to the management of

the company.

Shareholder Marco Fabrizio ZABARINI

begins by expressing an objection to the conduct of

FIAT INDUSTRIAL which in 2012 closed the CNH plant

in Imola despite the fact that it was working very

well;

he considers this closure to be a mistake because,

with the recovery deriving from the reconstruction

after the earthquake, the company could have held

on to its human capital instead of throwing away

its significant technical know-how;

he assumes that the Imola workers could have

43

acquired a vehicle or a tractor for individuals

owning agricultural land;

he believes a major opportunity was wasted to

redistribute work between plants and keep potential

purchasers of Fiat Industrial S.p.A. and Fiat

S.p.A. products on the payroll;

he is of the opinion that at the FIAT plant in

Pomigliano Mr. MARCHIONNE, as CEO, chose a

different route, which was both difficult and

brave, but prescient from the perspective of the

business and he invites him to review his decisions

and apply the same choices at CNH in Imola;

he believes that the choice of producing in Italy

for the export market and maintaining a high degree

of technical know-how, which is the result of years

of work, can also be done for FIAT INDUSTRIAL;

he believes that in the future the Company will not

be loved in Emilia Romagna;

he fears that there will also be repercussions on

the sale of cars in that wealthy region which, in

light of the natural disaster it suffered with the

earthquake, could experience a recovery sooner than

other Italian regions in light of the

reconstruction work following the earthquake;

he asserts that from a business perspective it does

44

not make sense to close CNH in Imola because it

could compromise the business of Fiat Industrial

S.p.A. and even Fiat S.p.A. in Emilia Romagna,

precisely at a time when these companies could

benefit from a false step by Europe, under pressure

from Germany, to tax current accounts in Cyprus

above €100,000 at a rate of 37.50%;

he considers the motive for this robbery is to

guarantee the approximate €5.8 billion exposure of

German banks to Cyprus;

he says that a significant portion of these

billions belonged to citizens of the Russian

Federation;

he believes that the Russian government, which is

extremely irritated by this fact, could facilitate

Fiat S.p.A.’s entrance into the Russian market by

offering, in addition to the automotive market,

capital and promote the entrance of FIAT INDUSTRIAL

into the Russian Federation;

he believes that FIAT INDUSTRIAL, along with FIAT,

could do some very fruitful things for itself and

to appease the Russian government, in business

terms, like activating in Italy an effective anti-

German campaign in the media and, thanks to the

activism which the employees could transmit at a

45

grass roots level;

he believes in fact that, despite this now being

denied, it will be Italy’s turn after Cyprus, with

the current accounts of its companies robbed to

ensure that they will go bankrupt so that they can

buy the best companies at rock-bottom prices,

creating unemployment and social unrest;

he believes that the Italian people should be

reminded that the higher taxes they are paying are

used to cover exposure of German banks towards

Greece and the European Financial Stability

Facility with an initial value of €40 billion,

making it exceed the ceiling of €2,000 billion, and

the contribution of at least €40 billion per year

was rubber-stamped by the government before MONTI

because of the fiscal pact imposed by Germany;

he supports the opportunity of promoting a campaign

to boycott German products, and principally motor

vehicles, commercial vehicles, trucks, agricultural

machines and construction equipment;

he proposes to the Chairman to implement the plan

agreement between FIAT and the Berlusconi

Government of December 5, 2002, integrating this

with the creation on the ex ALFA ROMEO area of an

office of the technical management of FIAT

46

INDUSTRIAL of Turin, with calculations department,

to be used potentially along with Fiat S.p.A., as

support for the design of engines for trucks, and

remembers that in the past ALFA also produced this

type of engines with excellent results for the

army, and platforms for trucks, agricultural

machines and heavy equipment;

he is of the opinion that with a calculation

department it is possible to design everything,

like boats, ships, trains, aircraft and recommends,

if this is indeed created, to exploit the six month

promotional opportunity that the forthcoming Milan

Expo will offer.

The Chairman

thanks the shareholder ZABARINI for the suggestions

provided;

he states that the questions of the shareholder

BAVA will not be answered because they are not

relevant to the agenda which relates to the

election of the board of statutory auditors.

He then proceeds with the responses.


addresses the board of statutory auditors because

he feels it correct to give information to both the

incoming and outgoing auditors;

47

he points out that he has already said that even

though Mr. MARCHIONNE has speeches written for him

in the Piedmontese dialect this does not make him

Piedmontese;

he believes that this is an example of his

marvellous management, with regard to which he once

again invites the board of statutory auditors to

investigate because it is required to do so by law,

and because it has great powers which it often does

not use to the full and he would like to see them

being more independent in this regard;

he presents the board of statutory auditors two

reports pursuant to Article 2408 of the Civil Code:

firstly he remembers having spoken about China with

Mr. Giovanni AGNELLI and that the latter had

informed him that China was the most corrupt

country in the world and he invites the board of

statutory auditors to investigate whether the

Company ever paid bribes to find work in China; he

proposes an embargo towards China, Japan and the

U.S. who still have the death penalty which he

considers to be legalized murder;

secondly, he would like to know whether

contributions were made to the election campaigns

of OBAMA and MONTI, as he does not consider it

48

acceptable that FIAT should align itself

politically with OBAMA and MONTI, who did not even

remove IRAP, the tax which penalizes Italian

competitiveness, causing delocalization to foreign

countries and fueling regional waste.

Shareholder Corrado RADAELLI

points out, in relation to the statement that there

would be numerous speakers, there have actually

been a total of seven and the number cannot be used

as an excuse to reduce the time of the individual

speeches themselves.

With no other speakers on the list, the Chairman

declares the discussion closed and proceeds to the

vote after pointing out that the televoting system

will be used following the instructions projected

on the screen.

He then puts to the vote the election of the

statutory auditors with the vote on the list as

envisaged by Article 17 of the By-laws on the basis

of which:

- from the list that obtains the highest number of

votes, 2 regular auditors and 2 alternate auditors

will be elected,

- from the additional list the third regular

49

auditor, who will chair the board of statutory

auditors, and the third alternate auditor, will be

elected.

After having gone over the composition of the lists

once again, the Chairman declares that the voting

is open and that it is therefore possible to press

the button:

. 1 to vote in favor of list 1

. 2 to vote in favor of list 2.







table.

He reminds everyone that, pursuant to Article 9.5

of Procedures for General Meetings, those not

voting in favor of either list will be considered

to have abstained.


declares that he does not intend to vote and

therefore he will be considered to have abstained

as he is waiting for the response to his complaint

50

pursuant to Article 2408 of the Civil Code.

At the end of the vote, the Chairman confirms the

following result:

votes in favor of list no. 1 455,439,934

votes in favor of list no. 2 332,785,955

abstentions 8,332.





He then confirms that the board of statutory

auditors for the financial years 2013, 2014 and

2015, with term of office expiring on the date of

the general meeting called for the approval of the

2015 financial statements, is composed of:

Claudia MEZZABOTTA, born in Fano (PS) on 3 February

1970, taxpayer code MZZCLD70B43D488M, regular

auditor – chairman,

Paolo PICCATTI, born in Turin on 18 June 1957,

taxpayer code PCCPLA57H18L219U, regular auditor,

Nicoletta PARACCHINI, born in Turin on 7 March

1962, taxpayer code PRCNLT62C47L219M, regular

auditor,

Riccardo ROTA, born in Turin on 20 December 1945,

taxpayer code RTORCR45T20L219Q, alternate auditor,

51

Giovanna CAMPANINI, born in Milan on 27 May 1963,

taxpayer code CMPGNN63E67F205C, alternate auditor,

Giulia PUSTERLA, born in Como on 12 February 1960,

taxpayer code PSTGLI60B52C933H, alternate auditor,

all domiciled for the purpose of their respective

offices at Via Nizza 250, Turin, satisfying the

requirements of law and the By-laws, and Italian

citizens,

and that the composition of this body is in

conformity with the applicable legislation relating

to gender diversity.

The Chairman then puts to the vote the motion that

annual compensation for the statutory auditors be

set at €85,000 for the chairman and €55,000 for the

other regular auditors, specifying that the vote is

open and it is therefore possible to press the

button:


. A to abstain







52


table.


declares that he will abstain from the vote for the

reason given in relation to the previous vote.

At the end of the vote the Chairman asks whether

everyone has voted and verifies that the above

proposal was approved by a majority with:


votes against 1,077,114

abstentions 10,069,697

not voting 7,211,365.





Since no items remain on the agenda, the Chairman

declares the meeting closed at about 1.10 p.m.

The following attachments form an integral and

substantive part of the minutes:

. as Attachment "A", the text of the address from

the Chairman,

. as Attachment "B", the report of directors

pertaining to Item 1.B on the agenda,

. as attachment "C", the report of directors

53

pertaining to the election of the board of

statutory auditors,

. as Attachment "D", the summary list and CVs of

the candidates for election to the board of

statutory auditors and the lists of offices held by

those individuals at other companies,

. as Attachment "E", the list of shareholders

participating at the meeting, directly or by proxy,

with an indication of the respective number of

shares held and details, for each vote, of votes in

favor, against, abstentions or no votes. For the

election of the statutory auditors, voting details

report who voted in favor of list 1, in favor of

list 2 or, not having voted for either list, those

considered to have abstained.

Chairman

(Sergio MARCHIONNE)

Secretary

(Ettore MORONE)

2

In its second year of activity, Fiat Industrial improved results once again and met all financial targets. Revenues were up 6.2% over the prior year to €25.8 billion. There was a double-digit increase in trading profit to €2.1 billion and trading margin increased 1.2 percentage points to 8.1%, driven by the performance of CNH and FPT Industrial. Net profit was 31% higher at €921 million.

Net industrial debt increased by approximately €400 million. Cash generation from operating activities was strong. However, it was more than offset by investment in expanded production capacity for CNH and engine emissions compliance programs. In addition, more than €400 million in dividends were distributed during the year, including approximately €200 million to the minority shareholders of CNH Global N.V. Available liquidity at year end totaled €6.2 billion, including €1.6 billion in undrawn committed facilities.

3

In March, the rating agency Standard & Poor’s raised its outlook on Fiat Industrial S.p.A. from negative to stable and confirmed a long-term rating of “BB+” and short-term rating of “B”. In July, the European Investment Bank gave Fiat Industrial €350 million in funding to support research and development projects. Those projects – to be carried out at five of the Group’s research centers, the majority located in Italy – will be focused on improving the energy efficiency of products and achieving reductions in CO2 emissions. On the basis of the reported results for 2012, the Board of Directors is recommending a total dividend of approximately €275 million, which corresponds to 22.5 euro cents per share.

4

This slide shows the contribution made by each business to the increase in revenues and trading profit. Strong top-line growth for CNH – driven primarily by the performance of the Agricultural Equipment business – more than compensated for weaker trading conditions in other businesses. At trading profit level, CNH and FPT Industrial posted strong gains, while Iveco achieved a modest improvement in trading margin despite the decline in unit volumes delivered.

5

CNH posted revenues of €16.1 billion for the year, representing an increase of 15.5% over 2011. By region, 44% of revenues were generated in North America, 31% in Europe, Africa, the Middle East and the Commonwealth of Independent States, 15% in Latin America, and 10% in Asia Pacific. Net sales for the Agricultural Equipment segment were up 20% over the prior year to €12.2 billion, with solid trading conditions in all regions. Net sales for the Construction Equipment segment were up 6% for the year, to approximately €3 billion, with the benefit of a modest industry recovery in North America not fully offsetting the continued slowdown in demand in other regions. CNH posted a trading profit of €1.6 billion, an increase of 36% over 2011, with full-year trading margin improving to 9.8%. That result was driven by higher volumes, a more favorable product mix, improved net pricing and purchasing efficiencies. Spending on R&D continues to be high as result of investment in new product development and emissions compliance programs.

6

In 2012, worldwide agricultural equipment industry demand was in line with the prior year.

For tractors, demand was flat overall, but higher in the Americas. For combines, demand grew 3% over the prior year, largely on the back of the positive performance in Europe. Worldwide agricultural equipment market share performance was in line with the market for both tractors and combines.

For 2013, we expect the market to be in line with 2012 levels or slightly higher.

7

Global construction equipment industry unit sales were down 6% over the prior year, primarily due to the market decline in Asia-Pacific, where CNH does not, however, have a particularly significant presence. CNH gained market share in Latin America in both the light and heavy segments and performed in line with the industry in other regions. For 2013, we expect the market, in both segments, to perform in the range from flat up to a 5% increase.

8

CNH continued to update its product range with a number of new launches, particularly in European and Latin American markets, and it received numerous recognitions and awards at the international level for the technological innovation, fuel efficiency and enhanced productivity of new models. It also expanded the offering of products that meet the strictest emissions standards in Europe and North America.

9

In addition, we undertook a number of strategic initiatives during the year to further strengthen the global presence of our Agricultural Equipment business. In China, we are increasing production capacity with three new plants:

- One in Harbin in the north-east, due to be completed in 2014, that will produce high horsepower tractors, combine harvesters and other advanced machinery

- A second plant in the north-west of the country, already completed, will assemble cotton pickers and serve as a parts and service center. Production at that facility is expected to commence toward the middle of this year

- A third plant located in the south-east, to be completed during the second quarter, will assemble sugar cane harvesters

In Argentina, we have completed expansion of the facility in Cordoba for local production of combines and special tractors. That facility will be fully operational by the end of the second quarter of this year. We have also launched initiatives in India to increase capacity at the Noida plant and to establish a new facility in Pune that will produce harvesting equipment. The Pune facility will be completed within the next couple of years.

10

For Iveco, full-year revenues totaled €8.9 billion, representing a 6.7% decrease over the prior year. Volume declines in Europe and weaker demand in Latin America were partially offset by a more favorable product mix. Iveco delivered more than 137,000 vehicles during the year, representing an 11% year-over-year decrease. Volumes were lower for all segments except special vehicles. Trading profit totaled €469 million for the year, with trading margin improving slightly to 5.3%, as volume declines and pricing pressures were almost entirely offset by cost efficiencies and an improvement in the result for Financial Services.

11

Industry demand was down in all product segments in both Western Europe and Latin America, with declines of 7.4% and 14.3% respectively. For 2013, we expect the truck market will remain steady in Western Europe, with a potential modest recovery in the heavy segment being offset by a decline in the light segment. In Latin America, a recovery is expected across markets but driven, in particular, by the Brazilian economy. Iveco posted an 8% decline in new orders over the prior year. However, there were initial signs of a recovery in the fourth quarter, with order intake increasing 10% over the prior year to a level that represented the best fourth quarter in the past five years.

12

Iveco’s market share in Western Europe was 11.3%, a decline of 0.8 percentage points over 2011 primarily attributable to an unfavorable market mix. However, in the light segment – which was affected by the crisis in the construction sector and the continued shift in demand toward car-based models – market share improved from the second quarter onward. Share in the medium segment reflected negative performance in the U.K., which more than offset results in Italy where share increased 6.3 percentage points over the prior year. In the heavy segment, Iveco posted a 7.5% share, with gains in all markets except France. In Latin America, Iveco had an 11.6% share of the market with particularly positive results in Argentina. We maintained our leadership position in the light segment in Brazil with a 25.6% share for the year.

13

New product launches continued in all regions with recognition being received at the international level. In Europe, we launched the new Stralis Hi-Way, which was named “International Truck of the Year 2013” at the IAA in Hanover. In Brazil, the new Tector Attack won the “AutoData Award” for best vehicle in the medium segment both for overall quality as well as performance specifications. In China, the new light truck produced by Naveco – Iveco’s joint venture with Nanjing Automotive Corporation – was named “Truck of the Year 2013”.

14

One of the Group’s major accomplishments is the market position achieved by Iveco in China in recent years through its joint ventures. In 2012, the Chinese truck market contracted by 8.7% overall, although performance varied significantly by segment. The minibus segment, where we compete with the Daily, registered a 5% increase and demand in the light segment was substantially stable. The heavy segment, by contrast, was down 28% for the year. In terms of market share, Iveco gained more than half a percentage point over the prior year to 5.2%. Sales increased 3.3% to 148,000 units and the result from investments for the Chinese joint ventures was €2.5 million.

15

FPT Industrial also made a positive contribution to results. Despite revenues being down over the prior year on the back of lower volumes, trading profit was 33% higher at €142 million. Trading margin also improved 1.5 percentage points to 4.8%. The improvement reflects the absence of one-off costs recognized in 2011 relating to production start-ups, as well as efficiency gains achieved during the year.

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FPT Industrial continued to focus its R&D activities on development of solutions to improve efficiency and environmental performance with completion and launch of several new products during the year. We introduced the patented High-Efficiency SCR technology which offers significant reductions in operating costs and emissions – bringing products into line with future CO2 emissions standards a year ahead of introduction – while maintaining top level performance. At the IAA in Hanover, we presented the first Euro VI CNG engine for buses and other on-road vehicles. FPT Industrial’s technical know-how and continued development of the product range, in all regions, provides the Group a significant competitive advantage.

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Several important steps were also taken to further strengthen the market position of the business. An agreement was signed with Ford to supply Cursor 10 engines for its new range of heavy trucks in Europe and Latin America. In China, we signed an agreement with the metropolitan transport authority in Beijing to supply 180 CNG engines for use on commuter buses. We signed a letter of intent with VDL Bus & Coach, one of the leading bus producers in Europe, to supply Cursor 9 engines for its Euro VI range of vehicles. In North America, Vermeer will introduce the Cursor 13 engines on its off-road applications. Further support for the development of our activities in Latin America will come from the new plant in Cordoba, Argentina, which began operations in April 2012 and should reach full capacity this year. We also opened a new distribution center in Shanghai that will enable us to substantially improve delivery performance and service support in the Asia Pacific region.

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This slide shows just a few examples of the recognition received by FPT Industrial during the year. When Iveco was awarded “International Truck of the Year 2013” for the Stralis Hi-Way, FPT Industrial also received special mention for the contribution of the Cursor range of engines to the vehicle’s fuel efficiency and environmental profile. The jury credited FPT Industrial for opening a new avenue in the reduction of noxious emissions on diesel engines. FPT Industrial’s contribution was also a determining factor in the “Best of Specialized” 2013 awarded to one of New Holland’s tractor models in Europe.

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Our expectation for 2013 is continued solid trading conditions for all sectors, especially CNH. Fiat Industrial is targeting improved results for 2013 with:

• revenues up 5%

• trading margin between 8.3% and 8.5%

• and net industrial debt between €1.1 billion and €1.4 billion These targets were announced at the time we published our 2012 results and we

will be updating them at the end of April together with the announcement of our

first quarter 2013 results.

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Before concluding, I would just like to say a few words regarding what is a crucial moment for Fiat Industrial. As you know, in November Fiat Industrial and CNH signed a merger agreement that paves the way for a new corporate structure and full integration of their operating activities. The transaction, which we expect to complete during the third quarter of 2013, will be submitted for the approval of shareholders of each company at forthcoming EGMs and, accordingly, it is not included on today’s agenda. However, I want to briefly comment on the transaction today, because it represents the culmination of a lengthy simplification process initiated more than two years ago. From a technical perspective, the agreement provides for the establishment of a new company, or NewCo, into which both Fiat Industrial and CNH will be merged. Fiat Industrial shareholders will receive one NewCo share for each Fiat Industrial share held and CNH minority shareholders will receive 3.828 NewCo shares for each CNH share held. NewCo will adopt a loyalty voting structure to promote a stable shareholder base by rewarding long-term share ownership.

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From a strategic viewpoint, we consider this step vital to the future growth, simplification, autonomy and efficiency of the Group. It will lead to the creation of a fully-integrated, multinational capital goods group capable of competing at the very top of the sector. It will be one of the largest, most solid players in its peer group with an established global presence and, finally, the freedom to craft its own destiny. It will have the necessary flexibility to pursue the most advantageous strategic options and capitalize on opportunities for growth and consolidation consistent with its ambitions as a leader in the sector.

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The new organizational structure announced at the end of 2012 reflects the international profile of the Group’s businesses and will play a key role in facilitating the integration process.

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For the past two years, the new Group has met and exceeded all expectations. It has established a new course with decisiveness, efficiency and responsibility. As a truly global organization, we understand that continuous improvement and change are essential to remaining agile and being able to compete with the best in our industry. Our move forward to the full integration of Fiat Industrial and CNH is based on that approach. We are about to forge a new group with all of the opportunities and challenges that this will bring. We are confident that closer integration of the businesses through this transaction will unleash renewed vitality and opportunity for development and, in so doing, create significant value for the Group. Finally, I would like to thank all of you – all Fiat Industrial shareholders – for your support during 2012 and for remaining with us as we enter this next historic phase.

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Fiat Industrial S.p.A. Registered Office - via Nizza 250...

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