“Fiat S.p.A.”

Registered Office: via Nizza 250, Turin

Share capital: €4,478,450,754.84

Turin Companies Register:

no. 00469580013

* * * * *

Minutes for the Ordinary Session of the General

Meeting of Shareholders held on 1 August 2014.

* * * * *

On the First of August, Two Thousand and Fourteen,

at Centro Congressi Lingotto, Via Nizza 280, Turin,

at approximately 11 a.m., ordinary and

extraordinary sessions of the General Meeting of

shareholders were convened at single call –

pursuant to the notice published on 2 July 2014 on

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

(the centralized document storage system) and, in

excerpt form, on 4 July 2014 in the newspaper La

Stampa – to discuss and vote on the following

Agenda

1. Appointment of a Director.

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

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

This document has been translated into English for the convenience of

international readers. The original Italian should be considered the

authoritative version.

2

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

the Netherlands to be renamed Fiat Chrysler

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

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

Chairman of the Board of Directors, assumed the

chair and began proceedings, stating first of all

that:

- as noted above, notice of the meeting had been

published on 2 July 2014 on the Company’s website

and the website of 1Info (the centralized document

storage system) and, in excerpt form, on 4 July

2014 in the newspaper La Stampa in accordance with

Article 7 of the By-laws and applicable laws;

- information requirements vis-à-vis the public

and the stock exchange regulators in Italy and

abroad had been complied with;

- 1,233 shareholders were present or represented,

accounting for 655,045,626 shares out of a total

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

each;

- the meeting was regularly constituted and could

validly vote on the items on the agenda.

The Chairman, with the consent of shareholders,

asked Mr. Ettore MORONE to serve as secretary for

the ordinary session - consisting of the first item

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on the agenda - and noted for the record that:

- in addition to himself, the following Directors

were present:

Sergio MARCHIONNE – Chief Executive Officer

Andrea AGNELLI

Joyce Victoria BIGIO

- the following Statutory Auditors were present:

Ignazio CARBONE – Chairman

Piero LOCATELLI

- with the following Directors:

Tiberto BRANDOLINI D'ADDA

René CARRON

Luca CORDERO di MONTEZEMOLO

Glenn EARLE

Patience WHEATCROFT

and Statutory Auditor being absent:

Lionello JONA CELESIA

- the secretary of the Board of Directors Roberto

RUSSO was also present;

- the identity of those present and their right to

attend had been verified by delegated personnel;

- the list of names of those participating in the

ordinary session of the meeting, either directly or

by proxy, and the respective number of shares held

would be attached to the minutes as Attachment “C”.

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The Chairman also noted for the record that the

following shareholders holding more than 2% of

total voting shares were present or represented at

the Meeting:

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

shares, equivalent to 30.04% of total voting

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

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

equivalent to 2.64%

* VANGUARD INTERNATIONAL GROWTH FUND, with

30,378,704 shares, equivalent to 2.43%

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

to 2.15%

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

equivalent to 2%

He also noted that Fiat S.p.A. holds 34,577,898 own

shares, with voting rights suspended, equivalent to

2.76% of total voting shares.

The Chairman then noted that, if shareholders had

no objection, investment analysts would observe

the meeting in person, in addition to members of

the press who were located in a separate press

room.

He noted that also present were representatives

from the independent auditors and specialist

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personnel whose role was to assist with the

proceedings. He reminded shareholders that if they

intended to leave the meeting prior to its

conclusion, they should make themselves known to

the relevant officials when leaving to enable the

count of votes represented to be updated

accordingly (Article 4.10 of the Procedures for

General Meetings).

Before proceeding with the agenda, the Chairman

also stated that, pursuant to Article 5.2 of the

Procedures for General Meetings, there would be no

reading of documents that had already been filed

and made publicly available.

He then stated that anyone wishing to speak in

relation to the items on the agenda should, if

they had not already done so, book time to speak

at the secretary’s table and state the intended

topic.

In addition, pursuant to Article 3.6 of the

Procedures for General Meetings, the use of audio

or video recording devices by shareholders was

forbidden, and mobile telephones were to be turned

off.

He reminded those intending to speak that,

pursuant to Article 6.4 of the Procedures,

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addresses should be concise and strictly pertinent

to the meeting agenda.

He added that, in accordance with Article 6.6 of

the Procedures, addresses which caused a

disturbance or obstructed the participation of

others or which were offensive or improper would

not be permitted.

Additionally, he stated that, in accordance with

Article 6.4 of the Procedures, a maximum of 5

minutes would be allotted to each speaker, during

which time any voting declarations should be made,

with 2 minutes for replies.

Shareholder Marco Geremia Carlo BAVA

asked for it to be recorded in the minutes that he

opposed this time limit.

The Chairman explained that once the allotted time

for speeches and responses had expired, the

microphone would be turned off and the podium

would automatically pass to the next speaker.

He then noted that several shareholders had

exercised their right to present questions prior to

the meeting, with numerous and, in some cases,

quite detailed questions having been received prior

to the 29 July 2014 deadline stated in the meeting

notice. Written responses had been provided

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directly by the Company.

He informed shareholders that copies of those

questions and the replies were available to

attendees from staff located at the entrance to the

meeting hall.

The Chairman then declared the ordinary session of

the meeting open and proceeded with the discussion

of the first item on the agenda.

He informed shareholders that, as stated in Item 1

of the Directors Report (“General Meeting of

Shareholders – 1 August 2014, forming Attachment

“A” to these minutes), the term of office of the

independent director Glenn Earle – appointed by the

Board of Directors on 15 June 2014 to replace Gian

Maria Gros-Pietro with effect from 23 June 2014 –

expires at this Meeting pursuant to Article 2386 of

the Italian Civil Code.

He added that shareholders were being asked to

confirm the appointment of Glenn EARLE, whose CV

was attached to the Directors Report, and noted

that he met the criteria for board members approved

by shareholders at the time of election of the

current board of directors on 4 April 2012.

He noted that the motion being proposed also asked

shareholders to confirm that the Board of Directors

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be composed of 9 members and that Glenn Earle be

appointed as a director of the Company, with the

provisions of Article 2390 of the Italian Civil

Code being waived.

He informed shareholders that Mr. Earle’s term of

office would, simultaneously with the remaining

Directors, expire on the date of the Shareholder

Meeting called for approval of the 2014 financial

statements.

Before opening for discussion, the Chairman

invited Ignazio CARBONE, Chairman of the Board of

Statutory Auditors, to address shareholders.

Mr. CARBONE proceeded with the reading of the

“Report of the Board of Statutory Auditors of Fiat

S.p.A. to Shareholders on 1 August 2014 relating to

Article 2408 of the Civil Code” (Attachment “B”).

The Chairman then passed to discussion of the

first item on the agenda and asked those who had

booked time to approach the microphone when called

and to ensure any questions asked were of general

interest and for the purposes of having adequate

information to vote on the motion. He asked that

the addresses, therefore, be concise and

pertinent, that speakers remain within the time

limit of five minutes – during which, as stated

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previously, any voting declarations should be made

– and two minutes for replies.

He added that a buzzer would sound when only one

minute remained and that, as stated previously,

once a speaker’s allotted time had expired the

floor would automatically pass to the next

shareholder in the order booked.

He also noted that the minutes for the meeting

would not include or provide as attachments any

addresses or parts of addresses that were not

actually read for the benefit of those present and

pertinent to the items on the agenda.

The Chairman then opened the floor for discussion

of the first item on the agenda, a summary of which

follows.

Shareholder Marco Fabrizio ZABARINI

thanked the Group for having at least informed

employees on the performance of the business;

returned to the discussion of Club ALFA ROMEO that

he had begun at the last AGM asking if it were

possible to offer members some form of financial

participation;

he proposed that this could take the form of a

special convertible bond – limited to those who

could demonstrate that they had been a Club ALFA

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ROMEO member for at least 5 years – without a

ceiling and higher than the €20 billion value

attributed to the brand in 2002;

he stated his belief that the €5 billion in

investment planned for ALFA ROMEO was too little

and that the proceeds of the convertible bond could

be used to finance the brand’s relaunch; he added

that as security, Club members should receive

shares in ALFA ROMEO S.p.A.;

he asserted that if the relaunch were not

significant in size, it would be necessary to sell

ALFA ROMEO to VOLKSWAGEN or other interested party;

he claimed it was obvious that VOLKSWAGEN wanted

not only ALFA ROMEO but also CHRYSLER to build up

its weak presence in North America;

he is convinced that Club members, out of

patriotism and enthusiasm for the brand, would

participate in such an issue if it were in support

of a major relaunch which included:

- engine development located in Arese, in the

Gardella building, with testing and production in

the province of Milan, since ALFA ROMEO “is Milan”;

- engine production should be located in Milan and

the surrounding area, to safeguard the brand, while

the remaining parts of the car (body work,

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suspensions, transmissions, etc.) could even be

produced and assembled at Mirafiori;

- the design center should also be relocated to

Arese;

- the Museum should be located next to the

headquarters and redesigned based on the BMW model,

which has a sales showroom inside; at the showrooms

located inside their respective museums, in 2013

alone BMW sold 80,000 cars and AUDI sold 74,000

cars, while only 74,000 ALFA ROMEO’s were sold in

total.

- the related amenities should also be taken into

account, with hotel close to the main facility and

catering/food service given EXPO 2015 and Alfa

enthusiasts that will be visiting;

- and finally, FCA’s worldwide customer service

activities should be located at the technical

center in Arese;

He said he believed it was necessary to move

quickly in light of the agreement with the Italian

government dated 5 December 2012 which included

plans to locate design, testing, product

engineering and development, platforms and the ALFA

ROMEO style center, complete with a technical

department perhaps operated jointly with CNH

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INDUSTRIAL, where chassis, 6-cylinder gasoline

engines and low-impact or zero emissions diesel

engines could be designed, and perhaps even bring

back ALFA ROMEO’s old 6-cylinder gasoline engine.

he noted that, for volumes similar to the 159, the

cost of bringing that engine into line with current

regulations would have been too high, whereas for

the volumes that are expected for the SUVs and 6/7

ALFA ROMEO models it could be worth it.

Shareholder Giuseppe MARGARONE

wanted to know if the director whose appointment

was being confirmed was at the Meeting and, if so,

if he could present himself;

he added that he had been unable to find the date

of birth and country of residence of the director

and felt that information was necessary in any

document or presentation;

he stated that he would vote against the

appointment of the director, even though he had

nothing personal against him;

he asked why GROS-PIETRO, someone he admired

greatly, had resigned; he asked if Mr. GROS-

PIETRO’s resignation was due to incompatibility

with other positions held; he considers him a very

able person, director of CREVAL, and for that

13

reason he also bought shares in CREVAL;

he noted that he had also resigned from CREVAL to

go to another banking group and that now he has

also resigned from FIAT;

he reminded the Chairman that they had yet to

arrange their meeting and he hoped he wouldn’t have

to go to the Netherlands in order to speak with

him.

Shareholder Giovanni ANTOLINI

expressed his pleasure at seeing the auditorium

filled with shareholders, representatives of

investment funds and other institutions interested

in FIAT, which would change its name but not its

Italian creativity;

he is convinced that the Company will grow as

predicted by the CEO and that if in the future the

company wants to compete with the big global

automakers, it is going to have to make and sell at

least 7-8 million vehicles;

he said he was disappointed at the fact that, given

his age, he would be unable to attend the meetings

of FCA since they are no longer going to be held in

Italy;

he understands the venue for the Meetings will move

to the new headquarters and, to ensure that

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shareholders can be present in Amsterdam, he

proposed that a charter flight be organized with

return to Italy the same day to avoid long trips or

other difficulties, particularly for older

shareholders;

he said it was his view that shareholders should

approve the appointment of the new director as

proposed;

he said he agreed with limiting the number of

directors to 9 because, as the proverb goes, “when

there are too many roosters crowing day never

comes”;

he is pleased that the board of the new

multinational auto group, FCA, is made up of

concrete and decisive individuals who know exactly

what needs to be done to compete with the major

automakers, even though he admits it will not be

easy;

he said he is in favor of the creation of FCA and

warned Chairman ELKANN that, if at the end of the

plan period the Company has not achieved its

primary targets, it would be forced to close shop

after all the efforts made and that would be

extremely disappointing for everyone;

he urged everyone to work hard to ensure that by

15

2018 FCA reaches the point where it will be

producing and selling 7-8 million cars.

Shareholder Marco Geremia Carlo BAVA

stated that he was speaking on behalf of himself

and the association “New Model for Development”

that would represent shareholders for civil

matters;

he noted that on his internet sites marcobava.it,

marcobava.eu and omicidioedoardoagnelli.net,

people would find the by-laws for that association

and the questions sent in advance of today’s

Meeting, the answers to which he was upset to see

had not been made available to all shareholders at

the entrance; he observed that for the INTESA

SANPAOLO meeting the written questions and

responses had been attached to the minutes as the

notary could testify;

he stated that his solicitation for proxies could

be found on the above websites, but that he had

not received any proxy appointment; in fact, the

shareholder who traditionally appointed him as

proxy – Pierluigi ZOLA – had died a month ago. At

a past shareholder meeting, AGNELLI had nicknamed

them “Fred and Ginger” and so he saluted “Fred”;

he said he would not approve the appointment of a

16

director who had not first been elected by

individual shareholders and had received

confirmation earlier in today’s Meeting that not

even the Statutory Auditors look after the

interests of minority shareholders;

he remarked that the Chairman had practically

justified the actions of the police toward a

shareholder who exceeded an arbitrary time limit;

on that point, he wished to provide an update on

status of his lawsuits: he had been charged with

disturbance of the peace, even though in his view

a meeting of shareholders is not a public event

but rather a private event that can only be

attended with the proper documentation; he accused

the police of private violence and the only

offense he had been charged with was disturbance

of the peace;

he maintained that the Chairman had not said “the

microphone will be taken away” or “you will be

removed by the police” and that the police had

acted on the basis of a law that does not apply to

shareholder meetings;

he noted that the Chairman of the Board of

Statutory Auditors had in fact admitted that

today’s Meeting had not be regularly convened

17

since on 2 July 2014, the SEC had not yet given

its approval; he claimed that FIAT had forced the

SEC’s hand and the SEC gave its approval 6 days to

a week later;

he objected to the fact that the Chairman of the

Board of Statutory Auditors had not been able to

quantify the total cost of the transaction in tax

terms or which entity would bear the cost and how;

he noted that they had limited themselves to

saying that no costs were expected since the tax

authorities (Agenzia delle Entrate) were expected

to treat the transaction as tax neutral as a

result of utilization of tax loss carryforwards;

he considers that position untrue and not prudent,

particularly coming from a qualified accountant.

When the allotted time had expired, Mr. BAVA

continued to speak with the microphone switched

off.

The Chairman

- responded to Giuseppe MARGARONE that:

Gian Maria GROS-PIETRO’s resignation was related to

EU Capital Requirement Directive IV that would soon

come into effect; that directive limits the number

of boards of other companies that a member of a

management board of a banking group can serve on,

18

as noted in the press release issued by the Company

on 15 June 2014;

it is not customary for a director to present

himself to shareholders at a general meeting; when

a director has been co-opted following a

resignation, the appointment requires confirmation

by shareholders;

Glenn EARLE’s curriculum vitae has been made

publicly available; he was born in 1958 and is

resident in London, England;

- responded to Giovanni ANTOLINI that:

he appreciated the encouragement shown by the

shareholder and everyone was determined to move the

plan forward; as attending the FCA AGM in Amsterdam

next year could prove difficult for some, those

interested will be given the opportunity of

following the AGM live via the corporate website;

that arrangement will certainly be more comfortable

and less costly than a charter flight to the

Netherlands.

The Chairman then proceeded with the replies.

Shareholder Marco Geremia Carlo BAVA

stated that he was of the view that the Company’s

boards of directors and statutory auditors were not

independent as a number of events that have

19

happened over the past ten years have today

culminated in the Company relocating abroad

primarily to avoid taxes;

he stated his hope that the Italian tax authorities

would confirm his belief;

he criticized the Company for not being able to

quantify how much the transaction would cost from a

tax perspective if the Italian tax authorities

disallow utilization of tax loss carryforwards;

he added that if you google the registered office

address in the UK, you will find a building with

signs saying “short, medium, long-term office

leases”.

he said he believed that 50 people don’t constitute

a permanent establishment for a group like FIAT;

in his view, the Company was continuing to act

improperly and with absolute impunity;

he asserted that with FIAT’s power and arrogance it

thinks it can make its own laws and what happened

with the SEC is clear proof of that.

When the allotted time had expired, Mr. BAVA

continued to speak with the microphone switched

off.

Shareholder Giuseppe MARGARONE

thanked the Chairman for the information provided;

20

credited the CEO with being a good strategist as

his actions have saved FIAT;

believes too much focus has been placed on high

finance and that more space should be given to

engineering, particularly in terms of designing and

producing new models;

he believes that the Group doesn’t currently have a

product portfolio and that, as far as car

enthusiasts are concerned, the Italian auto

industry is in decline.

The Chairman

responded that he doesn’t agree with the

shareholder’s view, in the sense that in recent

years FIAT, particularly since the collaboration

with CHRYSLER, has been one of the most innovative

automakers, producing great cars like the MASERATI

Quattroporte and Ghibli, when no significant new

products had been produced in Italy for more than

20 years;

he said that as Chairman and himself an engineer,

he was proud to be a part of this Company and

current and future production of the Group was

accompanied by enormous ambition.

Shareholder Giovanni ANTOLINI

remarked that great companies are only made by

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great men but they all have to deal with

uncertainty; he is convinced that without it – that

is, if we could always count on certainty - then

anyone could run a company and there would be no

great men, just functionaries;

he repeated that only great men make great

companies and believes that FIAT’s managers are

great men and have the Italian people behind them;

he considers it correct that those who don’t intend

to be a part of new organization proposed by

management exercise their right to withdraw and, in

doing so, demonstrate that they are not courageous

men, or great men, but only men who aren’t willing

to take risks;

he believes in the capability of those who are at

the helm of FIAT whose performance shareholders

have had years to evaluate and who have achieved

great results, particularly considering that after

FRESCO and CANTARELLA and the convertible bond, in

2003 FIAT narrowly escaped bankruptcy.

With the addresses from shareholders completed, the

Chairman closed the discussion and proceeded with

voting on the motion to:

. confirm that the Board of Directors be composed

of 9 members

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. appoint, for the remainder of the term of office

that will expire on the date of the Shareholder

Meeting called for approval of the 2014 financial

statements, Glenn EARLE (born in Douglas, Isle of

Man, UK, on 12 January 1958, domiciled, for the

purposes of the position, in via Nizza 250, Turin,

tax payer code RLEGNN58A12Z114A, UK citizen) as a

director of the Company, with the provisions of

Article 2390 of the Italian Civil Code being

waived.

He informed shareholders that the voting would take

place using the TELEVOTO system in accordance with

the instructions shown on the screen.

He then declared the voting open and informed

shareholders that they should press button:

. F to vote in favor

. C to vote against

. A to abstain

He then instructed shareholders that, after

checking the display to verify that the vote

entered was correct, they should press the OK

button to record their vote.

He added that proxies or trustees needing to

differentiate votes should vote at the assisted

voting booth.

23

He then declared the vote open.

The Chairman then declared that the motion had been

approved by a majority:

with 636,993,966 votes in favor

2,574,880 votes against

2,071,700 abstentions

and 14,407,464 shares not voted.

The list of shareholders participating in the

ordinary session of the general meeting who voted

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

the respective number of shares, is reported in

Attachment “C”.

Having completed with the order of business for the

ordinary session, at around 12:00 pm the meeting

continued with the extraordinary session - item 2

on the agenda - with minutes taken by a notary.

The following attachments form an integral and

substantive part of the minutes:

. under letter “A”, the report of the Board of

Directors “General Meeting of Shareholders – 1

August 2014 (Item 1 on the agenda),

. under letter “B”, the “Report of the Board of

Statutory Auditors of Fiat S.p.A. to Shareholders

on 1 August 2014 relating to Article 2408 of the

Civil Code” read by the Chairman of the Board of

24

Statutory Auditors, Ignazio CARBONE,

- under letter “C”, a list of participants in the

ordinary session of the general meeting, attending

on their own behalf or as proxy, with details of

the number of shares voted and, in each case, an

indication of whether the shares were voted in

favor, against, abstained, or not voted.

The Chairman The Secretary

(John Philip ELKANN) (Ettore MORONE)

General Meeting of Shareholders – 1 August 2014(Item 1 on the Agenda)

Directors Report Attachment “A"

2

1. Appointment of a Director

Shareholders,

The term of office of the independent director Glenn Earle – co-opted by the Board of Directors on June 15, 2014 to replace Gian Maria Gros-Pietro with effect from June 23, 2014 – expires at this Shareholder Meeting pursuant to Article 2386 of the Italian Civil Code.

We propose that you confirm the appointment of Glenn Earle as a director of the Company. Mr. Earle’s curriculum vitae is attached. He has broad and extensive knowledge and experience, both generalist and specific, acquired in an international setting and relevant to an understanding of the macro-economy and global markets, more generally, as well as the industrial and financial sectors, more specifically.

His level of knowledge and experience is consistent with the criteria approved by Shareholders on April 4, 2012 for selection of board members.

We are therefore proposing that you vote to confirm that the Board of Directors be composed of 9 members and that Glenn Earle be appointed as a director of the Company, waiving the provisions of Article 2390 of the Italian Civil Code.

Mr. Earle’s term of office will expire at the same time as the term of office of the entire Board of Directors, which will be on the date of the Shareholder Meeting called for approval of the 2014 financial statements.

2 July 2014

On behalf of the Board of Directors

/s/ John Elkann

John Elkann

CHAIRMAN

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Glenn Earle

Glenn Earle is a Senior Advisor at Affiliated Managers Group Limited (AMG) and a Board Member and Trustee of the Royal National Theatre and of Teach First, where he is a member of the Finance Committee. He is also Chairman of the Advisory Board of Cambridge University Judge Business School.

Mr. Earle retired in December 2011 from Goldman Sachs International, where he was most recently a Partner Managing Director and the Chief Operating Officer. He previously worked at Goldman Sachs in various roles in New York, Frankfurt and London from 1987, becoming a Partner in 1996. In 1979, he joined Grindlays Bank Group and from 1980 to 1985 worked in the Latin America Department in London and New York, leaving as a Vice President.

He is a graduate of Emmanuel College, Cambridge and of Harvard Business School, where he earned an MBA with High Distinction and was a Baker Scholar and Loeb, Rhoades Fellow.

His other activities include membership of the Development Advisory Forum of Emmanuel College, Cambridge, The Higher Education Commission and The William Pitt Group at Chatham House. His previous responsibilities include membership of the Board of Trustees of the Goldman Sachs Foundation and of the Ministerial Task Force for Gifted and Talented Youth.

Mr. Earle has been an independent member of the Board of Directors of Fiat S.p.A. since 23 June 2014.

Attachment “B”

Report of the Board of Statutory Auditors relating to Article

2408 of the Italian Civil Code

With reference to the communication received by the Statutory

Auditors from the shareholder Marco BAVA, nominally formulated

under Article 2408 of the Italian Civil Code:

1. On 31 March 2014, during Fiat S.p.A.’s Annual General Meeting of

Shareholders, Mr. BAVA asked if the intended merger was a form

of “estero-vestizione” and risked being considered tax avoidance.

2. On 1 April 2014, he made a formal complaint stating that he had

been denied the right to vote on his own behalf or via proxy at

that Meeting, as well as the opportunity to complete his address

and declare how he would vote.

Accordingly, he asked that the shareholder resolutions passed at

that Meeting be annulled and that the Meeting be reconvened

such that he has the opportunity to exercise his right to speak and

to vote, without prejudice to the sanctions and rulings against

those responsible.

3. On 16 May 2014, he sent a formal caution to the Chairman of Fiat

that the resolutions passed by Fiat S.p.A. shareholders at the

Meeting of 31.03.2014 should not be considered valid and filed a

formal complaint with the Chairman of the Board of Statutory

Auditors. It is his contention that the resolutions are not legally

valid because he was denied the right to vote, illegally according

to him, by being illegitimately removed from the Meeting by the

police, as noted in the minutes signed by the Chairman of Fiat

S.p.A.

He then requested that the Meeting be reconvened in order to

allow him the opportunity to duly exercise his right to vote and he

added that if the caution were ignored he would immediately ask

the competent authorities to intervene with sanctions and rulings

against behavior that was in blatant violation of the law.

4. On 21 July 2014, he notified us that the documentation published

for today’s Meeting did not quantify the expected tax impact of

the transaction as the Italian tax authorities had not yet

responded to the Company’s ruling request. As this is a critical

element in any assessment of the merits of the merger, he asked

that the Meeting be postponed until the tax-related costs could

be determined or, if utilization of the tax losses indicated in the

documentation is not accepted, to set aside adequate provisions

or include in the resolution a cap beyond which the transaction

cannot take place.

5. On 28 July 2014, he asked to know when and how the SEC

approved the FIAT-FCA transaction, including details of the date,

time and how the approval was communicated. He also requested

that the date of the Meeting be changed to 30 days after the date

of the SEC approval as the date currently set for the Meeting may

not be correct at least in terms of timing.

In relation to the above, the observations of the Statutory Auditors

are as follows:

1. In the opinion of the Statutory Auditors, the proposed merger

does not constitute an “estero-vestizione”, if that is intended to

mean the artificial establishment of the tax residency of a

company in another jurisdiction.

2. and 3. The minutes of the Meeting of 31 March 2014, cited below,

confirm that at the beginning the Chairman drew the attention of

shareholders to key provisions of the Procedures for General

Meetings which formed an attachment to the Corporate

Governance Report distributed to shareholders:

o 5 minutes will be allotted to each speaker, during which

time any voting declarations should be made, and 2 minutes

for replies;

o once the allotted time for speeches and responses has

expired, the microphone will be turned off and the podium

will automatically pass to the next speaker.

The Chairman also noted that, pursuant to Article 3.6 of the

Procedures for General Meetings, the use of audio or video

recording devices by shareholders is forbidden, and mobile

telephones are to be turned off.

On page 49 of the minutes from the same meeting, the record

states that:

"...During the speech by CEO Sergio MARCHIONNE, the

shareholder Marco Geremia Carlo BAVA, who continued talking

with the microphone turned off, using his own amplifier, was

removed from the room by the police and asked that the

minutes reflect his statement "they're taking me away".

In the objective view of the Statutory Auditors, who were

present at the Meeting, the behavior of the shareholder Marco

BAVA at the 31 March 2014 Meeting consisted of a series of

actions that were in violation of the procedures.

The minutes from the Meeting also confirm that BAVA was

removed by the police (page 68).

With regards to the communications from the shareholder

BAVA to the Board of Statutory Auditors dated 1 April 2014 and

16 May 2014, it is our opinion that the reason Mr. BAVA was

removed from the auditorium was to allow the proceedings to

continue in an orderly and proper manner.

4. With regard to the tax aspects of the transaction, our

observation is that they have been adequately addressed in

both the Directors Report (paragraph 7) and the Information

Document (Sections 1.2.1 and 2.1.2.8). The merger will not

generate “tax costs” for either Fiat S.p.A. or FCA in that:

o Gains arising from the transfer of assets to a foreign

jurisdiction will be fully offset by tax loss carryforwards.

o Fiat S.p.A.’s tax-deferred reserves will be reconstituted in

the equity of the permanent establishment in Italy

(maintaining the tax-deferred status).

o The inability to utilize the portion of Fiat S.p.A.’s tax loss

carryforwards not attributable to the permanent

establishment will not generate a loss as no deferred tax

assets were recognized in relation to those carryforwards.

o In terms of indirect taxes, stamp duty of €200 will be

payable in relation to the merger.

The remaining issue to be evaluated is the impact of the

merger in relation to Fiat’s domestic tax consolidation.

Under Article 124.5 of the Italian tax code (Presidential Decree

917/86), the Company filed a ruling request with the Agenzia

delle Entrate for continuation of the current domestic tax

consolidation scheme for Fiat S.p.A. and Italian subsidiaries by

the new permanent establishment in Italy. That request was

submitted on April 16 this year; as of today’s date, the tax

authorities have not issued a ruling (the deadline is August 14,

but can be extended for a further 120 days if additional

information is required).

On the basis of a thorough analysis as to the probability that

the ruling for continuation of the existing domestic tax

consolidation scheme by Fiat Chrysler Automobiles N.V. will be

accepted, the Company believes all necessary prerequisites and

conditions exist for a favorable outcome.

5. Finally, the Registration Statement of Fiat Investments N.V. on

Form F-4 was declared effective at 4pm Washington DC time

on 8 July 2014. The Company was duly notified on July 9th and

issued a public statement to that effect on July 10th prior to

the market open. The notice calling today’s Meeting was

published on 2 July 2014, in keeping with the 30-day notice

requirement.

Attachment “C"