Proposed Resolutions The Shareholders of "Fiat S.p.A.", in consideration of the fact that a) on 4 August 2010, the demerger plan was registered with the Companies Register, b) on 5 August 2010 the demerger plan, reports of directors, financial statements of FIAT S.p.A at 30 June 2010, financial statements of Fiat Industrial S.p.A. at 20 July 2010 were made publicly available at the Company's registered office, at Borsa Italiana S.p.A. and on the internet site of Fiat S.p.A., and submitted to CONSOB, and the 2007, 2008 and 2009 financial statements of Fiat S.P.A. and related reports only were filed at the Company's registered office given that Fiat Industrial S.p.A. was incorporated on 15 July 2010, c) on 4 September 2010 the Information Document prepared pursuant to Article 70 of the Issuer Regulations adopted by CONSOB with Resolution 11971/1999 was made publicly available at the Company s registered office, at Borsa Italiana S.p.A. and on the internet site of Fiat S.p.A., and submitted to CONSOB,
d) as of today, the aforestated documents remain publicly available, e) since the closing date of the aforementioned financial statements, no circumstances have arisen that would prejudice the interests of creditors, f) the 2007, 2008 and 2009 financial statements of Fiat S.p.A., with related reports, have been filed with the Companies Register, g) no convertible debentures are outstanding, h) Fiat S.p.A. holds all of the shares in Fiat Industrial S.p.A., hereby vote to 1) approve the demerger plan of "Fiat S.p.A.", with registered office at 250 Via Nizza, Turin, consisting in the transfer to "Fiat Industrial S.p.A.", with registered office at 250 Via Nizza, Turin, of the assets and liabilities described in Section 3.2 of the demerger plan at their net book value of 3,750,346,053 (three billion, seven hundred and fifty million, three hundred and forty-six thousand and fifty-three euros); 2) reduce equity, subsequent to the demerger, by 3,750,346,053 (three billion, seven hundred and 2
fifty million, three hundred and forty-six thousand and fifty-three euros), equivalent to the net book value of the above assets and liabilities, through the reduction of: a) share capital from 6,377,262,975 (six billion, three hundred and seventy-seven million, two hundred and sixty-two thousand, nine hundred and seventyfive euros) to 4,464,084,082.50 (four billion, four hundred and sixty-four million, eighty-four thousand, eighty-two euros and fifty cents), and therefore in the amount of 1,913,178,892.50 (one billion, nine hundred and thirteen million, one hundred and seventy-eight thousand, eight hundred and ninety-two euros and fifty cents), through the reduction in the par value of the 1,275,452,595 (one billion, two hundred and seventy-five million, four hundred and fifty-two thousand, five hundred and ninetyfive) ordinary, preference and savings shares by 1.50 (one euro fifty) from 5.00 (five euros) per share to 3.50 (three euros fifty) per share, b) the legal reserve by 214,937,498 (two hundred and fourteen million, nine hundred and thirty-seven thousand, four hundred and ninety-eight euros), 3
c) the share premium reserve by 462,265,468 (four hundred and sixty-two million, two hundred and sixty-five thousand, four hundred and sixty-eight euros), d) the retained profit reserve by 1,159,964,194.50 (one billion, one hundred and fifty-nine million, nine hundred and sixty-four thousand, one hundred and ninety-four euros and fifty cents); 3) acknowledge that the equity of the beneficiary company will increase by the corresponding amount of 3,750,346,053 (three billion, seven hundred and fifty million, three hundred and forty-six thousand and fifty-three euros) through: a) an increase in share capital from 120,000 (one hundred and twenty thousand euros) to 1,913,298,892.50 (one billion, nine hundred and thirteen million, two hundred and ninety-eight thousand, eight hundred and ninety-two euros and fifty cents), and therefore by 1,913,178,892.50 (one billion, nine hundred and thirteen million, one hundred and seventy-eight thousand, eight hundred and ninety-two euros and fifty cents), through the issue of 1,275,452,595 (one billion, two hundred and seventy- 4
five million, four hundred and fifty-two thousand, five hundred and ninety-five) shares having a par value of 1.50 (one euro fifty) each and entitlement from 1 January 2011, and consisting of 1,092,247,485 (one billion, ninety-two million, two hundred and forty-seven thousand, four hundred and eighty five) ordinary shares, 103,292,310 (one hundred and three million, two hundred and ninety-two thousand, three hundred and ten) preference shares and 79,912,800 (seventy-nine million, nine hundred and twelve thousand, eight hundred) savings shares having the same characteristics as the corresponding shares in the demerging company, approving their allocation to shareholders of the demerging company on the basis of one ordinary, preference or savings share for each share of the same class held, b) allocation of 214,937,498 (two hundred and fourteen million, nine hundred and thirty-seven thousand, four hundred and ninety-eight euros) to the legal reserve, 462,265,468 (four hundred and sixtytwo million, two hundred and sixty-five thousand, four hundred and sixty-eight euros) to the share premium reserve and 1,159,964,194.50 (one billion, 5
one hundred and fifty-nine million, nine hundred and sixty-four thousand, one hundred and ninety-four euros and fifty cents) to the retained profit reserve; 4) to reduce, with effect from the date after the approval of the allocation of the 2010 result, the additional dividend entitlement on savings shares, pursuant to Article 6 of the By-laws, pro rata to the reduction in par value to 3.50 (three euros and fifty cents) from 0.175 (seventeen and a half euro cents) to 0.1225 (twelve and a quarter euro cents) in the event that the savings shares are delisted, and from 0.20 (20 euro cents) to 0.14 (fourteen euro cents) in the event the ordinary shares are delisted; 5) to adjust pro rata to the reduction in par value to 3.50, also with effect from the date after the approval of the allocation of the 2010 result, the dividend entitlements of the various classes of shares pursuant Article 20 of the By-laws, reducing the amounts from 0.31 (thirty-one euro cents) to 0.217 (twenty-one and seven-tenths euro cents) and from 0.155 (fifteen and a half euro cents) to 0.1085 (ten and eighty-five hundredths euro cents); 6
6) to reduce, also as a consequence of the reduction in par value per share, the maximum share capital increase approved by the Board of Directors on 3 November 2006 exclusively for executives employed by the Company and/or its subsidiaries, from 50,000,000 (fifty million euros) to 35,000,000 (thirty-five million euros), with the maximum number of shares that can be issued for that purpose remaining at 10,000,000 (ten million); 7) to amend Article 5 of the By-laws as follows: "Article 5 Share Capital The issued share capital of the Company is 4,464,084,082.50, divided into 1,092,247,485 ordinary shares, 103,292,310 preference shares and 79,912,800 savings shares having a par value of 3.50 each. Pursuant to the resolutions adopted by the Board of Directors on 3 November 2006 and subsequent to the demerger to Fiat Industrial S.p.A., share capital may be increased by a maximum of 35,000,000 through the issue of up to 10,000,000 new ordinary shares, through paid capital contributions, exclusively to executives employed by the Company and/or its sub- 7
sidiaries in accordance with the relevant incentive plan."; 8) to insert the following text as paragraph 9 of A- rticle 6 of the By-laws: "From the date subsequent to the date of approval of the allocation of the result for 2010, the previous amounts of 0.175, 0.155 and 0.200 will be adjusted pro rata, to 0.1225, 0.1085 and 0.140, respectively."; 9) to amend paragraphs 1 and 2 of Article 7 of the By-laws as follows: "General Meetings of Shareholders may be called where the Company has its registered office, or elsewhere in Italy, by means of a notice published, on or before the statutory deadline, on the Company s internet site, as well as in any other manner required by law. The notice may also provide for a single call only or a first, second and, for Extraordinary General Meetings only, a third call." "As the Company is required to prepare consolidated financial statements, an Ordinary General Meeting of Shareholders must be convened within 180 days after the close of the Company s financial year." 8
10) to amend paragraph 1 of Article 8 of the By-laws as follows: "Holders of voting rights who have obtained the appropriate documentary evidence from an authorized intermediary are entitled to attend a General Meeting or be represented by proxy. Communication thereof must be made to the Company in accordance with applicable law." and to insert the following text as paragraphs 2, 5, 6 and 7 of Article 8 of the By-laws: "At each General Meeting, the Company may designate one or more representatives upon whom holders of voting rights may confer proxy, giving instructions to vote on one or more motions on the agenda. Details of the designated representative(s) and the procedure and deadline for conferment of the proxy are to be provided in the notice of the general meeting." "The Board of Directors may institute a procedure for voting to be conducted electronically." "Proxies may be conferred electronically in conformity with applicable law." 9
"Electronic notification of proxies may be given, in accordance with the procedures stated in the meeting notice, on the relevant section of the Company's internet site or by message sent to the certified electronic mail address provided in the meeting notice." 11) to amend paragraphs 2, 4 and 5 of Article 9 of the By-laws as follows: "An Ordinary General Meeting shall be considered regularly convened when: at first call, at least one-half of shares with voting rights are represented; at a single or second call, any portion of shares with voting rights are represented." "An Extraordinary Meeting of Shareholders shall be considered regularly convened when: at first call, at least one-half of shares with voting rights are represented; at second call, more than one-third of shares with voting rights are represented; or, at a single or third call, at least one-fifth of shares with voting rights are represented." "In an Extraordinary Meeting of Shareholders, resolutions are adopted with the favorable vote of at 10
least two-thirds of shares represented at the Meeting." 12) to revoke paragraph 6 of Article 11 of the Bylaws and amend paragraphs 3, 5, and 6 (formerly paragraph 7) of the same article as follows: "The Board of Directors is appointed by using lists of candidates filed at the company s registered office at least 25 days prior to the date of the meeting. If several lists are submitted, one of the members of the Board of Directors shall be chosen from the list that obtained the second highest number of votes. Lists may be submitted only by those shareholders who, individually or together with others, own voting shares representing a percentage no lower than the percentage which is mandatory under applicable law. Certification of that percentage must, if not presented at the time the lists are filed, be provided at least 21 days prior to the date of the meeting. All of the above shall be stated in the meeting notice." "The candidates included on the lists must be indicated in numerical order and satisfy the requirements of integrity imposed by law. The candidate who 11
is indicated at number one on the list must also satisfy the legal requirements of independence, in addition to the requirements of the corporate governance code adhered to by the Company." "Together with each list the following shall also be deposited: comprehensive information on the personal and professional characteristics of the candidates and declarations in which the single candidates accept the candidature and, on their own responsibility, state that they satisfy the envisaged requirements. The candidates who do not comply with these rules are ineligible."; 13) to amend the last paragraph of Article 13 of the By-laws as follows: "Directors and Statutory Auditors may participate in meetings through the use of a telecommunications system. In such cases, it must be possible to identify the individual participants and they must be able to follow the proceedings, participate in real time in discussion of the items on the agenda and receive, send or view documents." 14) to insert the following text as paragraphs 3 and 4 of Article 15 of the By-laws: 12
"The Board of Directors, and any individual or bodies it may delegate, shall also have the power to carry out, without the requirement for specific shareholder approval, all acts and transactions necessary to defend against a public tender or exchange offer, from the time of the public announcement of the decision or obligation to make the offer until expiry or withdrawal of the offer itself." "The Board of Directors, and any individual or bodies it may delegate, shall also have the power to implement those decisions, not yet fully implemented either in whole or in part and that do not constitute the normal activities of the company, taken prior to the communication referred to hereinabove, the implementation of which may counter the achievement of the objectives of the offer."; 15) to revoke paragraph 7 of Article 17 of the Bylaws and insert the following text as paragraph 5: "Certification of that percentage must, if not presented at the time the lists are filed, be provided at least 21 days prior to the date of the meeting. All of the above shall be stated in the meeting notice." 13
and to amend paragraphs 3 and 8 of Article 17 of the By-laws as follows: "The Board of Statutory Auditors is appointed on the basis of lists, filed at the Company s registered office at least 25 days prior to the date of the meeting, in which candidates, whose number shall not exceed the number of statutory auditors to be appointed, are listed in numerical order. The list consists of two sections: one for candidates for the office of regular auditor, the other for candidates for the office of alternate auditor." "The lists must also be accompanied by the following:. information as to the identity of the shareholders submitting the lists, with an indication of the total percentage equity interest held;. a statement by shareholders other than those having a controlling interest or relative majority interest, including jointly, in which they declare that they have no relation to such latter shareholders as provided in applicable law;. exhaustive information on the personal and professional characteristics of the candidates and a dec- 14
laration in which the single candidates accept the candidature and state, on their own responsibility, that they satisfy the requirements laid down by law and by the company s By-laws for the position in question;. a list of the positions as director or statutory auditor held by candidates in other companies and their undertaking that they will update said list at the date of the General Meeting."; 16) to amend Article 18 of the By-laws as follows: "Article 18 Independent Audits Accounting audits shall be performed by a firm of independent auditors which satisfies the statutory requirements. Appointment and removal of the certified auditors and determination of their compensation is at the discretion of Shareholders upon recommendation from the Board of Statutory Auditors. The duration of the appointment, as well as the rights, duties and prerogatives of the independent auditors are subject to the provisions of law."; 17) to insert the following text as paragraphs 3 and 4 of Article 20 of the By-laws: 15
"From the date subsequent to the date of approval of the allocation of the result for 2010, reported net profit for each financial year shall be allocated as follows:. to the legal reserve, 5% of net profit until the amount of the reserve is equal to one-fifth of share capital;. to savings shares, a dividend of up to 0.217 per share;. further allocations to the legal reserve, allocations to the extraordinary reserve and/or retained profit reserve as may be resolved by Shareholders;. to preference shares, a dividend of up to 0.217 per share;. to ordinary shares, a dividend of up to 0.1085 per share;. to savings shares and ordinary shares, in equal amounts, an additional dividend of up to 0.1085 per share;. to each ordinary, preference and savings share, in equal amounts, any remaining net profit which Shareholders may resolve to distribute." "When the dividend paid to savings shares in any 16
year amounts to less than 0.217, the difference shall be added to the preferred dividend to which they are entitled in the following two years."; 18) to amend Article 22 of the By-laws as follows: "Article 22 Domicile and Identification of Shareholders For all matters regarding the relationship of Shareholders with the Company, their domicile shall be considered that recorded in the Shareholder Register. The Company may, through the centralized share administration service, request that intermediaries provide details of the identity of shareholders and the number of shares registered to them on a particular date."; 19) to have the above provisions take effect from the effective date of the demerger and that, given the new provisions of Article 20 of the By-laws, allocation of the 2010 result of the demerging company will take place on the basis of the dividend entitlements of the various classes of shares under the current By-laws; 20) to acknowledge that, following the demerger, the 17
beneficiary company will be governed by the new text of the By-laws (annexed to the demerger plan) which replicates the By-laws of Fiat S.p.A. post-demerger with the exception of Articles 1, 5, 6 and 20; 21) to proceed with execution of the deed of demerger once the resolutions passed by the companies party to the transaction become legally effective, all classes of shares in the beneficiary company have been admitted to listing on the Mercato Telematico Azionario by Borsa Italiana S.p.A. and a decision of equivalence has been given by CONSOB pursuant to Article 57 (1)(d) of CONSOB Resolution 11971/1999 in relation to the information document and subsequent amendments pursuant to the same Article 57; 22) to vest the legal representatives responsible, separately and individually, each having the authority to appoint special representatives on his behalf, with all powers necessary to execute the demerger, in accordance with the requirements of law and, in particular, that contained in the demerger plan, to determine the effective date of the demerger; to agree the terms and conditions of the demerger with the beneficiary company; to negotiate and 18
sign the relevant deed and, more generally, any act or deed, including any amendments, clarifications or additions, which is necessary or appropriate; to transfer to the beneficiary company the assets and liabilities detailed in section 3.2 of the demerger plan; all such powers without limitation and intended as adequately broad such that all acts carried out under those powers shall be deemed wholly legitimate; 23) to further mandate the legal representatives responsible, separately and individually, to file the By-laws, subsequent to the effective date of the demerger, with the revisions and amendments to A- rticles 5, 6, 7, 8, 9, 11, 13, 15, 17, 18, 20 and 22 detailed above and, subsequent to the date in which allocation of the 2010 result of the demerging company is approved, to again file the By-laws with: a) paragraph 9 of Article 6 revoked and paragraphs 7 and 8 amended as follows: "In the event that the savings shares are delisted, any bearer shares shall be converted into registered shares and shall have the right to a higher dividend increased by 0.1225, rather than 0.1085, with re- 19
spect to the dividend received by the ordinary and preference shares." "In the event that the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and preference shares shall be increased by 0.140 per share."; and b) paragraphs 3 and 4 of Article 20 revoked and paragraphs 1 and 2 amended as follows: "Net profit reported in the annual financial statements shall be allocated as follows:. to the legal reserve, 5% of net profit until the amount of the reserve is equal to one-fifth of share capital;. to savings shares, a dividend of up to 0.217 per share;. further allocations to the legal reserve, allocations to the extraordinary reserve and/or retained profit reserve as may be resolved by Shareholders;. to preference shares, a dividend of up to 0.217 per share;. to ordinary shares, a dividend of up to 0.1085 per share; 20
. to savings shares and ordinary shares, in equal amounts, an additional dividend of up to 0.1085 per share;. to each ordinary, preference and savings share, in equal amounts, any remaining net profit which Shareholders may resolve to distribute." "When the dividend paid to savings shares in any year amounts to less than 0.217, the difference shall be added to the preferred dividend to which they are entitled in the following two years.". 21