1 Code Conduct

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Fiat GroupCode o Conduct

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Contents

68 General principles

69 1. Guide to the use o the code

70 2. Business conduct

70 Conicts o interest

70 Insider trading and prohibition to use confdential inormation

70 Confdentiality obligation

71 Bribery and illicit payments

71 Money laundering prevention

71 Reputation71 Competition

72 Embargo and export control laws

72 Privacy

72 3. Employees

72 Child and orced labour

72 Freedom o association

72 Equal opportunities

73 Harassment

73 Working environment

73 Remuneration and working time

73 Hiring and promotion practices

73 Internal Control Systems, Reports and Records

73 Company assets

74 Outside Activities

74 Commitments

74 Employees in positions o responsibilit y

74 Corporate Ofcers

75 4. Health, Saety & Environment (HSE)

75 Occupational Health and Saety

75 Environmental protection in processes

75 Environmental impact and saety o products

76 5. External relationships

76 Customers

76 Suppliers

76 Public Institutions

76 Trade Unions and Political Parties

77 Communities77 Communication and corporate inormation

77 Media relations

78 6. Accounting & Internal Control

79 7. Implementation & Assurance

80 Appendices

80 Appendix A Defnition o Subsidiary Company

81 Appendix B Interpretation and Reporting o Violations

82 Appendix C Code o Conduct Requirements orCorporate Ofcers

This document has been translated into English or the convenience o international readers. The original Italian document should be considered the authoritative version.


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Annual Reporton CorporateGovernance

Fiat GroupCode of Conduct

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General principles

Fiat S.p.A. (Fiat) and its subsidiaries1 (collectively, the Fiat Group) is an international industrial group which, becauseo its size, activities and geographical spread, plays a signifcant role in the economic, social and environmental aspectso the communities and countries in which it operates.

The Fiat Groups mission is to grow and create value by supplying innovative products and services or maximum customersatisaction with due respect to the legitimate interests o all categories o stakeholders2. We conduct our business in asocially responsible, impartial and ethical manner, adopting air employment practices, protecting saety in the workplace,supporting and ostering environmental consciousness and in ull compliance with the applicable laws o the countries inwhich a Fiat Group company operates. However, where laws and regulations in a particular jurisdiction are more lenientthan those contained in this Code o Conduct (together with Fiat Group Guidelines, the Code), the Code shall prevail.

All business relationships will be established and maintained with integrity and loyalty and without any conict o interestbetween business and personal aairs. To achieve this, the Group requires that all its directors, ofcers and other employeescomply with the highest standards o business conduct in the perormance o their duties as set out in this Code and thepolicies and guidelines reerred to in this Code.

Fiat Group endorses the UN Declaration on Human Rights, the relevant ILO Conventions and the OECD Guidelines orMultinational Companies. Accordingly, the Code and Fiat Group practices and policies are intended to be consistent withsuch Guidelines.

The Code is intended to be a guide and a support or every Fiat Group director, ofcer and other employee and shouldenable him/her to pursue the Fiat Groups mission in the most eective manner possible.

The Code constitutes a undamental e lement o the Corporate Governance o the Fiat Group.

As a result the Fiat Group is responsible or:n the timely dissemination o the Code throughout the Fiat Group and to all persons to whom the Code is addressed;

n ensuring that all updates and amendments to the Code are provided on a timely basis to all persons to whom the Codeis addressed;

n providing appropriate training, inormation and consulting support to all in relation to any questions regarding theinterpretation o the Code;

n ensuring that anyone who reports violations o the Code in good aith shall not be subject to any orm o retaliation;

n the imposition o sanctions which are air and proportionate to the violation o the Code and to apply such sanctionsconsistently amongst all directors, ofcers and other employees (and, i applicable, third parties) subject to the Code;

n regularly monitoring compliance with the Code.

The Fiat Group welcomes constructive comments and suggestions rom directors, ofcers, other employees and third

parties with respect to the Codes content, enorcement, and other related matters.The Fiat Group shall use its best endeavours to ensure that these commitments are shared by all consultants, suppliersand any other party who have at any time a relationship with the Group. The Fiat Group will not engage in or continue anyrelationship with third parties who reuse to abide by the principles o the Code.

1. See Appendix A or the defnition o subsidiary.

2. In the Code, stakeholder is taken to mean an individual, a community or an organisation who inuences the operations o one or more Group companies and who is materially

inuenced by the consequences o such operations. Stakeholders may be internal (or example, employees) or external (or example, customers, suppliers, shareholders, local com-

munities) and include uture generations.


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1. Guide to the use o the code

What is the Code?

The Code is a document, approved by the Board o Directors o Fiat, that summarizes the Fiat Groups business conductprinciples together with the corresponding commitments and responsibilities o directors, ofcers and other employees.

The Code, issued by the Fiat Group, constitutes a critical component o the Fiat Groups program or assuring eectiveprevention and detection o violations o law and regulations applicable to its activities.

Who is the Code addressed to?

The Code applies to all board members, ofcers and other employees o all Fiat Group subsidiaries and to all otherindividuals or companies who act on behal o the Fiat Group. The Fiat Group shall use its best endeavours to ensure that

the companies in which it holds a minority interest adopt Codes o Conduct whose principles are inspired by or, in any case,are not inconsistent with those contained in this Code. The Fiat Group shall use its best endeavours to ensure that theCode is regarded as a best practice standard o business conduct on the part o those third parties with whom it maintainsbusiness relationships o a lasting nature such as advisors, counsels, agents, dealers and suppliers.

Where is the Code applied?

The Code is applied in all the countries in which the Fiat Group operates and applies to all aspects o the Fiat Groupsbusiness.

Where is the Code available?

The Code can be consulted by all directors, ofcers and other employees in an accessible place, using the most appropriateprocedures and in conormity with local standards and customs. The Code is available and may be reely downloaded romthe Fiat Groups website (internet: www.fatspa.com and intranet). Copies o the Code can also be obtained rom local

Human Resources Department, the Legal Department or rom the Group/Sector Compliance Ofcer.

Can the Code be modiied?

The Code is subject to review by the Fiat Board o Directors. Reviews take into account, among other things, the constructivecomments and suggestions received rom directors, ofcers and other employees and rom third parties, as well as anydevelopments in legislation or in best international practice, as well as experience acquired in applying the Code itsel. Anymodifcations introduced into the Code as a result o this review activity are published and made available in accordancewith the procedures outlined above.

Is the Code an all-inclusive document?

While the Code reects the core ethical values which are to be ollowed by all Fiat Group board members, ofcers,employees and the individuals or companies who act on behal o the Fiat Group, the Code should be read and construedin conjunction with the Fiat Group policies and guidelines. Such policies and guidelines are integral part o the Code andare available on the Fiat Groups website (internet: www.fatspa.com and intranet).


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2. Business conduct

The Fiat Group conducts its business, and requires all its directors, ofcers and other employees and other persons towhom the Code is addressed to behave on the basis o and consistent with its business conduct values. All its directors,ofcers and other employees and other persons to whom the Code is addressed must be aware that they represent FiatGroup and that their acts will inuence the reputation o the Group and its internal culture. Thereore they must pursue theFiat Groups business in compliance with the ollowing policies:

Conicts o interest

All business decisions taken on behal o the Fiat Group must be made in the best interests o the Fiat Group. Thereoredirectors, ofcers and other employees and other persons to whom the Code is addressed must avoid every possible

conict o interest (and the appearance o a conict o interest), with particular regard to personal, fnancial or amilyconsiderations (or example, the existence o a vested interest in a supplier, client or competitor; inappropriate advantagesderiving rom the role within the Group; ownership o or dealing in securities; etc.) which might inuence (or appear toinuence) the decision makers independence o judgement when deciding what is in the Fiat Groups best interests andwhat is the most appropriate way to pursue such interests.

The Fiat Group policies concerning entertainment, meals, gits or other gratuities or personal avours rom business partnersare set orth in the appropriate Guidelines which are integral part o the Code. Such Guidelines are available on the FiatGroups website (internet: www.fatspa.com and intranet).

Any situation that constitutes or might constitute a conict o interest must be reported immediately to the direct supervisoror Group/Sector Compliance Ofcers or HR Department or Legal Aairs. Every employee shall also inorm his/her immediatesupervisor in writing i he/she works or, or i he/she is a director or ofcer o, any non-Fiat Group company on a recurring

basis or i he/she has a relationship o a fnancial, business, proessional, amily or social nature having current or proposedbusiness relationship with Fiat Group or that otherwise might inuence (or be perceived to inuence) the impartiality o his/her dealing with a third party.

Insider trading and prohibition to use confdential inormation

All directors, ofcers, and other employees are strictly required to comply with insider trading legislation under anyjurisdiction.

In particular, no director, ofcer, or other employee or any other recipient o the Code shall ever make use (or disclose tounauthorized third parties) o inormation not in the public domain and obtained as a result o his/her position in the FiatGroup or because o the act that he/she enjoys a business relationship with the Fiat Group, in order to trade, directly orindirectly, shares in a company o the Fiat Group or other companies or in any case to obtain a personal advantage, or toavour third parties.

Treatment o confdential and price sensitive inormation will always be dealt with by all directors, ofcers and other employeesstrictly in accordance with the specifc procedures and regulations to such end issued by the Fiat Group.

In order to determine when confdential inormation should be made public, the Fiat Group will ollow the proceduresstipulated by law, and any such publication o such inormation will be made in accordance with applicable Fiat Grouppolicies.

Confdentiality obligation

The know-how and intellectual property developed by the Fiat Group is a undamental and critically valuable resourcewhich every director, ofcer, and other employee, and other person to whom the Code is addressed, is called upon toprotect. In the event o the improper dissemination o such know-how and intellectual property, the Fiat Group could suerdamage to both its capital and to its image. Thereore all directors, ofcers, and other employees, and other persons to

whom the Code is addressed, are bound not to reveal to third parties any inormation regarding the technical, technological


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and commercial know-how o the Fiat Group, nor any other inormation regarding the Fiat Group that is not in the publicdomain, except cases in which such disclosure is required by law or by other regulatory directives, or where it is expresslyprovided by specifc contractual agreements whereby the parties have committed themselves to using such inormationexclusively or the purposes or which it was transmitted and to maintaining its confdentiality. Any publication o suchinormation will be made in accordance with applicable Fiat Group policies.

Confdentiality obligations, as per the Code, continue ater termination o the working relationship.

Bribery and illicit payments

The Fiat Group, its directors, ofcers, other employees and others to whom the Code is addressed are committed tothe highest standards o integrity, honesty and airness in all internal and external aairs, in compliance with national andinternational anti-corruption laws, with particular reerence to the OECD Convention on Combating Bribery o Foreign

Public Ofcials in International Business Transactions, the OCSE Guidelines and Foreign Corrupt Practices Act (FCPA).

The Group will not tolerate any kind o bribery (paying or oering to pay to obtain an improper business advantage) to publicofcials or representatives o international organizations or any other party connected with a public ofcial and to privateentities/individuals or which is otherwise prohibited by applicable laws.

No director, ofcer or other employee, agent or other representative shall directly or indirectly accept, solicit, oer or paya bribe or other perquisite (including gits or gratuities, with the exception o commercial items universally accepted in aninternational context o modest economic value and permitted by applicable laws and in compliance with the relevant FiatGroups guidelines) even i unlawul pressure has been exerted.

Where mandated by law, or where appropriate, the companies Group establish compliance models to assess and maintaincompliance with the applicable law and the Code.

Money laundering preventionThe Fiat Group and its directors, ofcers, and other employees will not be engaged or involved in any activity which mayimply the laundering (i.e. the acceptance or processing) o proceeds o criminal activities in any orm or manner whatsoever.Beore establishing any business relationship with a third party, the Fiat Group and its ofcers or employees shall checkavailable inormation (including fnancial inormation) on its proposed business partners and suppliers to ensure that theyare reputable and involved in a legitimate business. The Group shall always comply with anti-laundering legislation in anycompetent jurisdiction.

Reputation

The corporate image o the Fiat Group as well as the reputation and the sustainability o its products are necessaryconditions or its existence both now and in the uture.

Thereore Fiat Group directors, ofcers, and employees are expected to abide by the Code around the clock. It is essentialthat employees share their commitment to the Code and cooperate with the Group in enorcing its provisions.

Competition

The Fiat Group recognises the paramount importance o a competitive market and is committed to ully comply with anyanti-trust and other pro-consumer legislation in orce in the countries where it operates. The Fiat Group and its directors,ofcers, and other employees will not engage in business practices (such as the establishment o cartels, market divisions,limitations to production or sales, tying arrangements, etc.) which may represent an antitrust violation. Within the rameworko air competition, the Fiat Group shall not knowingly inringe any third partys intellectual property rights.

The legal consequences o noncompliance with such laws can be severe. In addition, compliance with such laws isessential to maintain Fiat Groups reputation. Thereore i employees have questions about these laws, the advice o theLegal Department should be sought and the issue then submitted to the decision o the Chie Executive Ofcer o the

applicable Fiat Group company.


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Embargo and export control laws

The Fiat Group is committed to ensuring that its business activities do not violate applicable domestic or internationalembargo and export control laws established within or applied by the countries where it operates. Embargo and customsand control laws are complex. The legal consequences o noncompliance can be severe. In addition, compliance with suchlaws is essential to maintain Fiat Groups reputation, Thereore i employees have questions about these laws, the adviceo the Legal Department should be sought and the issue then submitted to the decision o the Chie Executive Ofcer othe applicable Fiat Group company.

Privacy

In the conduct o its normal business operations, the Fiat Group collects a signifcant amount o personal data andproprietary inormation and is committed to processing such data and inormation in compliance with all existing privacy

laws in orce in any jurisdiction where it operates, including best practice privacy protection requirements. To this end, theFiat Group shall ensure the highest level o security in the selection and use o its inormation technology systems designedto process personal data and proprietary inormation.

3. Employees

The Fiat Group recognises that motivated and highly proessional people are an essential actor in maintainingcompetitiveness, creating value or stakeholders and ensuring customer satisaction. The ollowing principles, in compliancewith the UN Declaration o Human Rights, and the relevant ILO Conventions confrm the importance o respect or theindividual, ensure equality o treatment and exclude any orm o discrimination. The Fiat Group supports the protection oundamental human rights.

Child and orced labour

The Fiat Group does not employ any orm o orced, mandatory or child labour, namely it does not employ people youngerthan the permissible age or working established in the legislation o the place in which the work is carried out and, in anycase, younger than fteen, unless an exception is expressly provided by international conventions and by local legislation.

The Fiat Group is also committed to not establishing or maintaining working relationships with suppliers that employ childlabour, as defned above.

Freedom o association

Fiat Group employees are ree to join a trade union in accordance with local law and the rules o the various trade unionorganisations. The Fiat Group recognises and respects the right o its employees to be represented by trade unions or other

representatives established in accordance with local applicable legislation and practice. When engaging in negotiationswith such representatives, Fiat Group actions and behaviour seek a constructive approach and relationship.

Equal opportunities

The Fiat Group is committed to providing equal opportunities to all its employees, both on the job and in their careeradvancement.

The head o each department shall ensure that in every aspect o the employment relationship, such as recruitment, training,compensation, promotion, transer and termination, employees are treated according to their abilities to meet job requirementsand all decisions are ree rom any orm o discrimination, in particular, discrimination based on race, gender, sexual orientation,social and personal position, physical and health condition, disability, age, nationality, religion or personal belies.


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Harassment

Harassment o any kind, such as racial or sexual harassment or harassment related to other personal characteristicswhich has the purpose or the eect o violating the dignity o the person who is the victim o such harassment, is totallyunacceptable to the Fiat Group whether it takes place inside or outside the workplace.

Working environment

All employees shall take such steps as are necessary to maintain a good and cooperative working environment in whichthe dignity o each individual is respected.

In particular, all Fiat Group employees:

n shall not work whilst under the inuence o alcohol or drugs;

n where smoking is not already prohibited by the law, shall be sensitive to the needs o those who will physically suerrom the eects o passive smoke in their place o work;

n shall avoid behaviour that might create an intimidating or oensive climate with respect to colleagues or subordinatesor the purpose o marginalising or discrediting them in the workplace.

Remuneration and working time

Compensation and benefts paid to the Fiat Groups employees will satisy at least the applicable legal requirement.

In relation to working time and paid leave, Fiat Group complies with local legislation and business practices o the countryin which operates.

Hiring and promotion practices

No employee o the Fiat Group shall accept or demand promises or transers o money or goods or benefts, inducementsor services o any kind whatsoever that may be designed to promote the hiring o any person as an employee or urtherhis/her transer or promotion.

Internal Control Systems, Reports and Records

All Fiat Group ofcers and employees shall act so as to maintain eective internal control systems (see Section 6). Toachieve this standard they are, inter alia, expected to keep accurate and complete internal records o all business activitiesand procure that appropriate authorization o transactions and commitments with business partners has been duly givenby the appropriate supervisor. Furthermore, business expenses are to be reported in an accurate and timely manner.

Company assets

All Fiat Group directors, ofcers, and other employees shall use those company assets and resources to which they have

access, or which are in their care, in an efcient manner, solely in order to achieve the business goals and objectives othe Fiat Group, and shall use such assets in a way that is appropriate to protecting their value. In addition, all Fiat Groupdirectors, ofcers, and other employees have the responsibility to protect the such assets and resources against loss,thet, and unauthorized use or disposal. Any use o such assets and resources that might be contrary to the interestso the Fiat Group, or that may be dictated by proessional reasons lying outside the working relationship with the FiatGroup, is orbidden. All Fiat Group directors, ofcers, and other employees shall ollow the Groups use, access andsecurity guidelines or sotware and inormation technology, email, internet and intranet systems.


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Outside Activities

All Fiat Group ofcers and employees may not serve on board o directors o companies without Fiat Groups approval andmay not engage in recurring private business activities that interere with their Fiat Group related duties. Any employmentrelationship o Fiat Group ofcers or employees with, or the perormance o services to, Fiat Group business partners andcompetitors must be previously authorized in writing by the appropriate supervisor.

Commitments

The Code is considered to be an integral and important part o each Fiat Group ofcer and other employees employmentrelationship. Consequently the Fiat Group expects all ofcers and other employees to strictly comply with all o theprovisions o the Code. Any violation will be treated seriously and sanctions will be imposed accordingly (which may includetermination o employment in appropriate cases). Accordingly, all ofcers and other employees shall thereore:

n read and understand the Code and, i necessary, attend training courses;

n act and behave in a manner consistent with the Code, reraining rom any conduct that might damage the Fiat Groupor jeopardise the Fiat Groups honesty, impartiality or reputation;

n promptly and in good aith report all violations o the Code using the procedures set out in Appendix B;

n cooperate with all internal procedures, introduced by the relevant Fiat Group company with the purpose o complyingwith the Code or o identiying violations o the Code;

n consult with the Legal Departments, as detailed in Appendix B, or explanations regarding interpretation o the Code;

n cooperate ully in any investigation regarding Code violations, maintaining strict confdentiality regarding the existenceo said investigations and participating actively, where requested, in audit activities on the operation o the Code.

Employees in positions o responsibility

Any individual within the Fiat Group having a role as supervisor, department head or company executive shall act by wayo example promoting positive employees morale, ostering transparent exchange o ideas, and providing leadership andguidance in accordance with the business and ethical principles o the Code, and shall act in such a way as to demonstrateto employees that respecting the Code is an essential aspect o their work and to make sure that employees are aware thatbusiness results are never more important than compliance with applicable laws and the Code. All supervisors, departmentheads or company executives shall report any incident o non-compliance with the Code and shall be responsible orensuring the protection o those who have reported Code violations in good aith and or adopting and applying, aterconsulting the competent Compliance Ofcer or Human Resources Department, sanctions commensurate with theviolation committed and sufcient to represent a deterrent against any urther violations.

Corporate Ofcers

All Fiat Group employees who hold the position o Chie Executive Ofcer, Chie Financial Ofcer, Financial Controller,Treasurer, General Counsel, ISSO (Inormation System Security Ofcer) and Compliance Ofcer or who hold, even de acto,similar positions in one or more companies in the Fiat Group, are required to respect the Code as well as to rigorouslycomply with the specifcations set out in Appendix C.

Any exception, even i partial or limited in time and nature, to the requirements set out in Appendix C must be authorisedby the Board o Directors o Fiat and only or serious and justifed reasons.


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4. Health, Saety & Environment (HSE)

Occupational health and saety

The Fiat Group recognises health and saety in the workplace as a undamental right o employees and a key element othe Fiat Groups sustainability. All choices made by the Group must respect the health and saety in the workplace. TheFiat Group has adopted and continues to improve an efcient occupational health and saety policy which implementspreventive measures, both at the individual and collective level, to minimize the potential or injury in the workplace.

The Fiat Group also seeks to ensure industry leading working conditions, in accordance with principles o hygiene, industrialergonomics and individual organizational and operational processes. The Fiat Group believes in and actively promotes thedissemination o a culture o accident prevention and risk awareness among workers, in particular through the provision

o adequate training and inormation. Employees, or their part, are required to be personally responsible and to take thepreventive measures established by the Fiat Group or the protection o their health and saety and communicated throughspecifc directions, instructions, inormation and training. Each employee is responsible or proper management o saetyand should not expose him/hersel or other workers to dangers, which could cause injures or be damaging or themselves.

Environmental protection in processes

The Fiat Group considers environmental protection as a key consideration to be ostered in the overall approach to business.

The Fiat Group is committed to continuous improvement o the environmental perormance o its operations, and tocomplying with all relevant legal and regulatory requirements. This includes the development and extension o aneective, certifed Environmental Management System (EMS), based on the undamental principles o the minimisation oenvironmental impacts and optimisation o the use o resources.

The Fiat Group stimulates and motivates employees to take an active part in the implementation o these principles throughinormation dissemination and regular training and expects the employees to have an active role in applying such principlesin their working activity.

Environmental impact and saety o products

The Fiat Group is committed to producing and selling, in ull compliance with legal and regulatory requirements, productso the highest standard in terms o environmental and saety perormance. Moreover, the Fiat Group endeavours to developand implement innovative technical solutions to minimise environmental impact and maximise saety.

The Fiat Group also encourages the sae and eco-riendly use o its products, providing customers and dealers withinormation regarding the use, maintenance and dismantling o its vehicles and other products.


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5. External relationships

The Fiat Group and its employees are committed to conducting and enhancing their relationships with all classes ostakeholders acting in good aith, with loyalty, airness, transparency and with due respect or the Fiat Groups core ethicalvalues.

Customers

The Fiat Group aspires to ully meet the expectations o the end customer. All directors o Fiat, Group, its ofcers andemployees should act so as to exceed customers expectations and continuously improve the quality o the Group productsand services.

The Fiat Group considers it essential that its customers always be treated airly and honestly and thereore demands o its

ofcers and other employees, and others to whom the Code applies, that each and every relationship and contact withcustomers be characterised by honesty, proessional integrity and transparency.

All employees shall ollow the internal procedures o their respective company which are directed at achieving this objectiveby developing and maintaining proftable and lasting relationships with customers; oering saety, service, quality andvalue supported by continuous innovation. Any relationship between Fiat Group companies and their customers shall notdiscriminate unairly between customers in dealing with them nor shall they unairly use bargaining position to a customersdisadvantage.

Suppliers

The supplier system plays a undamental role in improving the Fiat Groups overall structural competitiveness. With a viewtoward achieving the highest level o customer satisaction at all times, the Fiat Group selects suppliers, through the use

o appropriate, objective methods, on the basis o the quality, innovation, costs and services oered, as well as their socialand environmental perormance and the values outlined by the Code. All Fiat Group ofcers and other employees areexpected to establish and maintain stable, transparent and cooperative relations with suppliers.

Public Institutions

Relations with public Institutions shall be managed only by duly designated departments and appointed individuals. Allsuch relations must be transparent and conducted in accordance with Fiat Group values. Any git or gratuity made torepresentatives o any public institution (where permitted by law) shall be modest and proportionate and must not give anyappearance that the Fiat Group is obtaining or seeking to obtain unair advantage. The Fiat Group will ully co-operate withregulatory and governmental bodies within the context o their legitimate activity. Should one or more Fiat Group companiesbe subjected to legitimate inspections on the part o the public authorities, the Fiat Group will provide its ull cooperation.Whenever a public institution is a customer or supplier o any Fiat Group company, the latter shall act in strict compliance

with laws and regulations which govern the acquisition rom, or the sale to, that public institution, o goods and/or services.Any lobbying activity shall be conducted only where permitted by applicable law and in strict compliance with such lawsand, in any case, in ull observance o the Code and o any procedures to such extent specifcally provided by the FiatGroup.

The Fiat Group aims to contribute positively to the uture development o regulations and standards in the automotive industryand in all other sectors related to the mobility o people and goods. The Fiat Group is also committed to contributing to thetechnological advancement o society and to collaborating with public institutions, universities and other organizations inresearching and developing innovative solutions or sustainable mobility and related technology.

Trade Unions and Political Parties

Any relationship o the Fiat Group with trade unions, political parties and representatives or candidates thereo shall be

conducted with the highest level o transparency and airness and in strict compliance with applicable laws. Contributions


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o money, goods, services, or other benefts are prohibited unless required or expressly permitted by law and, in the lattercase, authorised by the duly empowered corporate bodies o the relevant company o the Group. Any contribution madeor activity perormed by employees o the Fiat Group shall be intended only as a personal voluntary contribution.

Communities

The Fiat Group is aware that its decisions can have signifcant impacts, direct and indirect, on the local communities inwhich it operates. Accordingly, the Fiat Group shall take all reasonable steps to inorm those communities o relevantactions and projects and shall promote an open dialogue to ensure that their legitimate expectations are taken into dueconsideration. Moreover the Fiat Group seeks to contribute to the social, economic and institutional development o localcommunities through specifc programmes. Fiat Group employees are asked to behave in a socially responsible manner byrespecting the cultures and traditions o each country in which the Fiat Group operates and acting with integrity and good

aith in order to merit the trust o the community.

Communication and corporate inormation

The Fiat Group recognises the vital role that clear and eective communication plays in sustaining internal and externalrelationships, ensuring the highest standards in reporting fnancial and non-fnancial inormation to provide a clear andtransparent presentation o its perormance in economic, social and environmental matters. Communication and externalrelations inuence the development o the Fiat Group both directly and indirectly. It is thereore necessary or these activitiesto be organised with clear, uniorm criteria, which take into consideration both the requirements o the various business linesand the economic and social role o the Fiat Group as a whole as well as applicable legal requirements. The inormationcommunicated to the outside world must be timely and co-ordinated at Fiat Group level in order to take ull advantageo the Fiat Groups size and potential as well as to ensure completeness and accuracy. Fiat Group employees who arerequired to provide inormation to the public regarding Fiat Group companies or Sectors, business lines or geographical

areas, in the orm o speeches, participation at conerences, publications or any other orm o presentation, must complywith any specifc procedures issued by the Fiat Group and receive the prior concurrence o the duly designated departmentor appointed person responsible or external communications.

The Fiat Group desires to maintain public confdence in the integrity o its operations by openly reporting on and consultingwith others to improve understanding o both internal and external health, saety and environmental issues associatedwith its operations and its products. Every year the Fiat Group provides specifc inormation on the implementation o itsenvironmental and social policies through the publication o the Sustainability Report.

Communications to fnancial and capital markets and supervisory authorities thereo shall be supplied in an accurate,complete, air, clear, comprehensible and timely manner and always in compliance with the laws applicable in anyrelevant jurisdiction. These communications shall be made only by those employees with the specifc responsibility orcommunications to fnancial and capital markets and to the supervisory authorities and in strict compliance with the Code

and the applicable Fiat Group policies.

Media relations

The communication o inormation to the media plays an important part in building the image o the Fiat Group andthereore all inormation concerning the Fiat Group must be supplied in a truthul and uniorm manner, only by those ofcersand other employees with the responsibility or media communications, and in strict compliance with Fiat Group policies.No other ofcer or other employee may provide any inormation not in the public domain concerning the Fiat Group tomedia representatives, or liaise in any way with them to disclose company confdential inormation and shall instead reerall media enquiries to the appropriate person or department.


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6. Accounting & Internal Control

The Fiat Group is committed to maximising long-term shareholder value. To deliver on this commitment, the Fiat Group willmaintain high standards o fnancial planning and control, and accounting systems consistent with and adequate to theaccounting principles applicable to Fiat Group companies and in compliance with applicable laws. The Fiat Group will dothis by applying the maximum level o transparency consistent with best business practice with the aim o:

n ensuring that all transactions are duly authorised, verifable, and legitimate;

n ensuring that all transactions are timely, properly and accurately recorded, accounted or and duly documented inaccordance with the relevant accounting principles and best practices;

n guaranteeing the maximum airness and transparency in the handling o transactions with related parties in conormitywith the Guidelines or Signifcant Transactions and Transactions with Related Parties adopted by the Board o

Directors o Fiat;n producing comprehensive, accurate, reliable, clear and comprehensible fnancial reports on a timely basis;

n operating in strict compliance with the Guidelines or the Internal Control System adopted by the Fiat Board oDirectors;

n educating its people as to the existence, purpose and importance o internal controls;

n identiying, understanding and managing risks to all Fiat Group company assets with proessional diligence;

n establishing rigorous business processes to ensure that management decisions (including those relating to investmentsand disposals) are based on sound economic analysis (including a prudent risk assessment), and provide a guaranteethat company assets are optimally employed;

n ensuring that decisions on fnance, tax and accounting issues are made at the right level o management and in ullcompliance with applicable laws;

n preparing the documentation to be sent to the market supervisory authorities or to be disclosed to the public in timelyashion and making sure that such documentation is comprehensive, accurate, reliable, clear and comprehensible.

The Fiat Group recognises that internal controls are o prime importance or the management and success o the FiatGroup. As a result, the Board o Directors o Fiat has adopted the Guidelines or the Internal Control System. The FiatGroup is committed to putting in place processes to ensure that assigned employees obtain the required training andexperience or building and maintaining an efcient internal control system that is consistent with the above-mentionedGuidelines. The Fiat Group considers transparency in the accounting or each single transaction to be o vital importance orits success. The Fiat Group thereore demands accurate, timely and detailed reporting rom all o its employees with regardto all fnancial and other business transactions. True and accurate records o all fnancial and other business transactionsshould be kept by employees together with proper supporting evidence. The irregular keeping o the books o accountis a violation o the Code and is considered illegal in almost all jurisdictions. It is thereore orbidden or any employee to

behave in such a way or to be responsible or omissions that might lead to inaccurate or incomplete inormation including:n the recording o alse transactions;

n the misrecording o operations or the recording o operations that are not adequately documented;

n the ailure to record commitments, including guarantees, that might generate liabilities or obligations or Fiat Groupcompanies.

As part o a verifcation programme or at the request o the top management o Fiat Group companies or o the Group/Sector Compliance Ofcers, Internal Audit shall review the quality and eectiveness o the Internal Control System andshall report to the Group/Sector Compliance Ofcers and to the other delegated ofcers. Fiat Group employees will berequested to assist with the monitoring o the quality and eectiveness o the Internal Control System. The Internal Auditunction, the Statutory Auditors, the external auditors and the Group/Sector Compliance Ofcers shall have ull access toall data, documents and inormation necessary to perorm their activities.


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In so ar as they are responsible, all ofcers and other employees who are asked to cooperate on the preparation andpresentation o documents destined or the supervisory authorities or or the public will ensure that such documents arecomplete, accurate, reliable, clear and comprehensible.

7. Implementation & Assurance

The Fiat Group is committed to achieving the highest standards o best practice in relation to its moral, social and businessresponsibilities towards the people concerned. The Code sets out the Fiat Groups expectations with respect to its directors,ofcers, and other employees and other third parties with whom it has a business relationship and the responsibilitythey must take or transorming these policies into reality. The management o the various business lines, Sectors anddepartments o the Fiat Group are responsible or ensuring that these expectations are understood and put into practice

by their employees. The management must ensure that the commitments set out in the Code are implemented acrossbusiness lines, Sectors and departments.

The Group implement throughout the organization training on the Code and its values.

The Fiat Group encourages employees to solicit guidance rom their Legal Department and Compliance Ofcers in anysituation regarding the Code in which they may be in doubt as to the most appropriate behaviour. Alternatively, they maycontact the ollowing organization, on a confdential or anonymous basis, i they preer:

(Ofce o Fiat Group Compliance Ofcer)

A quick reply shall be given to all requests or explanation without the employee risking any orm o retaliation, includingindirect orms.

An appropriate sanctions policy or Code violations shall be adopted by the direct supervisors, ater hearing, i necessary,the opinion o the competent Compliance Ofcers and the opinion o the competent HR Department consistent withexisting laws and relevant national and company-wide labour contracts, and shall be proportionate to the particularviolation o the Code.

Any orm o retaliation against anyone who has in good aith reported possible violations o the Code or who has requestedexplanations regarding Code application procedures, will be considered a violation o the Code. The behaviour o anyoneaccusing other employees o a Code violation in the knowledge that such violation does not exist is also considered aCode violation.

Code violations may lead, among other consequences including legal proceedings, to the termination o any fduciaryrelationship between the Fiat Group and the applicable employee with the contractual and statutory consequences setorth in the applicable labour legislation.

Any exceptions to what is prescribed by the Code, including partial exceptions and exceptions limited in time and nature,may only be authorised exclusively or serious and justifed reasons and only by the Board o Directors o the Fiat Groupcompany in which the applicable employee works, ater hearing the opinion o the competent Compliance Ofcer.

The Internal Audit unction perorms periodic audit activities on the operation o and compliance with the Code andresults are presented to the Fiat Group Compliance Ofcer, the Chie Executive Ofcer o Fiat and the Board o DirectorsModifcations to the Code or additions to it may be based on this Audit.


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Appendices

Appendix A Defnition o Subsidiary Company

Art. 2359 o the Italian Civil Code:

The ollowing are considered subsidiary companies:

1) companies in which another company possesses a majority o the voting rights that can be exercised at a generalmeeting o shareholders;

2) companies in which another company possesses enough votes to exercise a dominant inuence at an ordinary generalmeeting;

3) companies that are under the dominant inuence o another company by virtue o special contractual restrictions with it.

For the purposes o enorcing numbers 1) and 2) o paragraph 1, the voting rights o subsidiary companies, trusteecompanies, and straw men are also counted. Voting rights o third parties are not counted

Art. 26 o Legislative Decree no. 127 o 9 April 1991:

in any event, the ollowing are considered subsidiary companies:

a) companies in which another has the right, by virtue o a contract or a clause in the articles o association, to exercisea dominant inuence where such contracts or clauses are permitted by law;

b) companies in which another, on the basis o agreements with other shareholders, has sole control o a majority o thevoting rights.

Enorcement o the preceding paragraph also takes into account the rights o subsidiary companies, trustee companies,

and straw men. Voting rights o third parties are not considered


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Appendix B Interpretation and Reporting o Violations

For queries relating to specifc provisions or requiring clarifcation o the Code, employees are encouraged to contact theLegal Department responsible or the relevant Fiat Group company.

I an employee wishes to report a violation (or suspected violation) o the Code, he/she should contact his/her directsupervisor. I the grievance remains unresolved, or the employee eels uncomortable reporting the grievance to the directsupervisor, he/she should report it to the competent Compliance Ofcer or utilize any anonymous or other establishedreporting mechanism.

I a third party wishes to report a violation (or suspected violation) o the Code, he/she should contact the competentCompliance Ofcer or the specifc channels that will be identifed by the Fiat Group Companies or that purpose.

Interpreting or Reporting Structure:

A) Interpretation

B) Reporting

Employees LegalDepartment

EmployeesDirect

Supervisor

Board of Directors(Internal Control

Committee)

Third parties

Supervisor

of the InternalControl System

Report obligation


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Appendix C Code o Conduct Requirements or Corporate Ofcers

The undersigned ____________, in his capacity as _________________ o the company ________, afrms that in the courseo discharging the aoresaid duties in addition to respecting the Fiat Group Code o Conduct, he will abide by the ollowingrules, which represent an integral and essential part o his obligations by virtue o his position at the Company:

- comport him/hersel with honesty and integrity, avoiding all conicts o interest, including potential ones, deriving romhis/her personal or proessional relationships;

- promptly provide his/her own superior and i so required by virtue o his/her position at the Company, the independentauditor, the Board o Directors, the Board o Statutory Auditors, and the shareholders with complete, accurate,objective, and immediately comprehensible data and inormation;

- promptly report to the appropriate person or, as the case may be, the Fiat Group Compliance Ofcer or the AuditCommittee o Fiat S.p.A. violations o the Fiat Group Code o Conduct o which he/she has actual knowledge orcredible evidence;

- act so as to ensure ull, air, accurate, and understandable disclosure in reports and documents that are to be fled with(or are instrumental to the fling o documents to be fled with) public authorities and in any other public communication;

- act in ull compliance with the norms, laws and regulations that apply to the Company;

- act with maximum proessional objectivit y, avoiding situations where his/her independent judgment might be undulyinuenced by external circumstances;

- treat inormation not in the public domain or obtained by virtue o his/her position in the Company with the maximumconfdentiality, avoiding any use o said inormation to his/her personal beneft or the beneft o others;

- promote the highest standards o integrity and proessionalism amongst his/her own subordinates;

- use Company assets and resources in the most correct and proessional manner and only or Company purposes.

Date

Signature

Documents

1 Code Conduct