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"Fiat S.p.A."
Registered office - 250 via Nizza, Turin, Italy
Share Capital €4,464,954,707.50
Turin Companies Register no.
00469580013
* * * * *
Minutes for the ordinary general meeting of shareholders held on 30
March 2011.
* * * * *
On the thirtieth of March two thousand and eleven,
at the Centro Congressi Lingotto, 280 via Nizza, Turin at approximately
11 a.m., the ordinary general meeting of the Company's shareholders
convened on single call was held, pursuant to the notice published on
the Company’s internet site and in La Stampa on 28 February 2011, to
discuss and vote on the following
Agenda
1. Motion for approval of the Statutory Financial Statements at 31 De-
cember 2010 and allocation of profit for the year
2. Authorization for the purchase and disposal of own shares
3. Appointment of Independent Auditors.
In accordance with the By-laws, John Philip ELKANN, Chairman of the
Board of Directors, assumed the chair, coordinated the meeting and
proceeded as follows:
2
“One hundred and ten years ago, on 12 March 1901, FIAT - Fabbrica
Italiana Automobili Torino – held its first general meeting of
shareholders not too far from here, in Corso Dante.
With today’s meeting, FIAT returns to its car manufacturing roots.
Over the years, FIAT invested its profits to diversify its activities: we
remember the famous “Sky – sea – land” motto, products such as the
FIAT refrigerator and the insurance and retail businesses.
Subsequently, FIAT decided to focus on fewer activities and on the
world.
With the resolution that you adopted last year, FIAT is going back to
making cars, just cars.
To make cars in today’s world – with growing markets and increasingly
higher standards – it is important to meet the challenges posed with
great focus, operating in different markets and with different products.
That is why FIAT has always regarded the U.S. as the country, the
market with which to do business.
My great- great-grandfather, Senator Giovanni AGNELLI, went for the
first time to Detroit in 1906 to meet the local car manufacturers and
established friendship and, most of all, business ties with Ford.
FIAT’s history is marked with many agreements: with Ford, GM but
also with Chrysler.
When I was preparing for this meeting I was going over some
correspondence and found letters, dating back to 1986 to be precise,
exchanged between my grandfather and Lee Iacocca, the then-CEO of
3
Chrysler. Both expressed an interest in having FIAT and Chrysler
cooperate and indicated how both companies were a good fit in many
areas.
Just a few weeks ago, in Geneva, as Sergio MARCHIONNE and I
walked among the stands and saw what the FIAT-Chrysler group is
today – all those stands, all those products brought together for the
first time at the world’s most prestigious car show – we were filled with
pride: the Ferrari with the new FF product, the FIAT line with the
Freemont, the full Lancia line, from the New Y to the Thema, the
gorgeous Alfa Romeo 4c and the new brands – those coming from
Chrysler - such as Jeep and Dodge.
The current reality is the firm groundwork upon which we have based
our future.
In a few days, on Friday, I will be 35 years old and, thinking about the
coming years, what has been done and, most of all, the “physical”
impression of all these products and brands, I hold high hopes for our
future.”
This was followed by a warm round of applause by the shareholders.
Then, the Chairman stated that:
- today’s meeting had been called for the approval of the statutory fi-
nancial statements at 31 December 2010 and allocation of profit, to
vote on motions relating to share buybacks and the appointment of in-
dependent auditors;
- notice of meeting had been published on 28 February 2011 on the
4
Company’s internet site and in the daily La Stampa, as indicated be-
fore, pursuant to Article 7 of the By-laws and the relevant laws and
regulations; furthermore the notice of meeting had also been sent to
Borsa Italiana S.p.A.;
- 1,025 shareholders were present or represented, for a total of
536,281,928 ordinary shares, out of a total of 1,092,496,235 shares
with a nominal value of €3.50 each;
- the meeting was regularly constituted and may validly vote on the
items on the agenda.
The Chairman, with the approval of shareholders present, asked Mr.
Ettore MORONE to serve as Secretary and stated for the record that:
- in addition to himself, the Chairman, the following members of the
Board of Directors were also present:
Sergio MARCHIONNE - Chief Executive Officer
Andrea AGNELLI
Carlo BAREL DI SANT'ALBANO
Tiberto BRANDOLINI D’ADDA
Gian Maria GROS PIETRO
Virgilio MARRONE
Vittorio MINCATO
Pasquale PISTORIO
Mario ZIBETTI;
- as well as the regular members of the Board of Statutory Auditors:
5
Riccardo PEROTTA - Chairman
Giuseppe CAMOSCI
Piero LOCATELLI;
- with the following Directors being absent:
Roland BERGER
René Joseph CARRON
Luca CORDERO DI MONTEZEMOLO
Luca GARAVOGLIA
Ratan Naval TATA;
- also present were Franzo GRANDE STEVENS, Secretary of the
Board of Directors, Oreste CAGNASSO, common representative for
the holders of preference shares, and Aldo MILANESE, common rep-
resentative for the holders of savings shares as well as Company’s
Designated Representative for the grant of proxies pursuant to Article
135-undecies of Legislative Decree 58/98,;
The Chairman identified the entities holding more than 2% of sub-
scribed share capital in the form of voting shares (ordinary and prefer-
ence shares):
* GIOVANNI AGNELLI e C. S.a.p.a. with 332,587,447 ordinary shares
and 31,082,500 preference shares, equivalent to 30.42%, through its
subsidiary EXOR S.p.A.,
* Capital Research and Management Company with 57,044,242 ordi-
nary shares, equivalent to 4.77%, held directly and indirectly;
* BlackRock Inc. with 33,836,697 ordinary shares, equivalent to 2.83%,
6
held indirectly;
* John Griffin through the Blue Ridge Capital funds, 26,525,000 ordi-
nary shares, equivalent to 2.22%;
* FIAT S.p.A. with 38,568,458 ordinary shares with the right to vote
suspended, equivalent to 3.23%.
He then specified that no shareholder agreements pursuant to Article
122 of Legislative Decree 58/98 were known to exist and informed
those present that the list of names of those participating, either di-
rectly or by proxy, and the respective number of shares held would be
attached to the minutes (Attachment D).
The Chairman then stated that, if those present had no objection, stu-
dents from the Economics and Law departments of the University of
Turin and investment analysts would join the meeting, together with, in
a room specifically reserved for them, members of the press.
He noted that also present were representatives from the firm of inde-
pendent auditors and qualified personnel whose task was to assist with
the proceedings.
The Chairman then declared that, through delegated personnel, the
identity of those present and their right to attend had been verified and
gave a reminder that those intending to leave the meeting prior to its
conclusion must make themselves known when leaving to enable the
count of votes represented to be updated.
Prior to moving on to the meeting agenda, the Chairman also gave a
reminder that, pursuant to Article 5.2 of the Procedures for General
7
Meetings provided as an attachment to the 2010 Annual Report on
Corporate Governance, which had been distributed to those present,
there would be no reading of the documents that had been filed and
made available to those concerned. He then stated that those intend-
ing to address the meeting in relation to the items on the agenda
should, if they had not already done so, book time to speak at the sec-
retary's table, stating the intended topic.
He noted that, pursuant to the Procedures for General Meetings, the
use of audio or video recording devices by shareholders was forbidden
and mobile telephones were to be deactivated.
He also gave a reminder to shareholders who would be called to the
microphone that, pursuant to the same Procedures, addresses should
be concise and strictly pertinent to the matter under discussion.
He then clarified that, pursuant to the aforementioned Procedures,
addresses which were revealed to be merely a nuisance or to hinder
the other participants or which were offensive or unethical would not
be permitted.
Additionally, considering the large number of addresses to be made,
and in accordance with the aforementioned Procedures, he stated that
5 minutes would be considered an adequate allotment of time to
address the meeting in relation to the financial statements with 2
minutes for replies, which should include any vote declarations.
Finally, he informed those present that, consequently, addresses and
8
replies would be considered concluded once the maximum time had
expired and the floor would automatically pass to the next shareholder.
The Chairman then declared the meeting open and moved to the items
on the agenda, listing the matters contained therein.
Item
1. Motion for approval of the statutory financial statements at 31 De-
cember 2010 and allocation of profit for the year,
the Chairman gave the floor to Sergio MARCHIONNE, who gave an
address, the text of which is provided as Attachment A to the minutes.
The CEO’s presentation was followed by a warm round of applause by
all the shareholders.
The Chairman then read the motion for the approval of the statutory fi-
nancial statements and allocation of 2010 profit transcribed here be-
low:
"Dear Shareholders,
We hereby submit the Statutory Financial Statements for the year
ended 31 December 2010 for your approval and propose that the profit
for the year of €441,959,509 be allocated as follows:
- to the Legal Reserve, €22,097,975;
- to Shareholders, a dividend of:
. €0.09 per ordinary share, representing a total of approximately €98.3
million (€94.8 million excluding own shares currently held);
9
. €0.31 per preference share, representing a total of approximately €32
million;
. €0.31 per savings share, representing a total of approximately €24.8
million;
- to Retained Profit, the remaining amount totaling approximately
€264.8 million.
Payment of the dividend will be from 21 April 2011, with detachment of
the coupon on 18 April. The dividend will be payable on shares out-
standing at the coupon detachment date."
The Chairman then declared the discussion on the financial state-
ments open and asked those who had booked time to approach the
microphone when called and to present questions which would be of
general interest and contribute towards voting on the motion on the
basis of adequate information.
He also asked that comments be concise and pertinent, that speakers
remain within the maximum limit of five minutes and two minutes for
the replies which, as anticipated, should also comprise any voting dec-
larations.
He also specified that at the end of the maximum amount of time, the
floor would automatically pass to the next shareholder in the order
booked. He informed the audience that a brief alarm would signal
when only one minute remained.
Mr. Marco Geremia Carlo BAVA (shareholder)
10
asked for a copy of the slides projected and objected to the five minute
limits for shareholders’ addresses.
In continuing, the chairman stated that these minutes would not in-
clude or provide as attachments, any addresses or parts of addresses
that were not actually read for the benefit of those present and perti-
nent to the matters at hand.
Then he said that certain shareholders had availed themselves of the
right to ask questions also before the meeting. In fact, they had sent a
large number of questions, including detailed ones, and these would
be answered before answering the questions that would be asked
during the shareholders’ addresses.
A summary is provided below.
Mr. Giovanni ANTOLINI (shareholder)
said he wanted to make a point of order; he stressed that in the past
he had always called for meetings to proceed in an orderly fashion, as
such meetings are a crucial aspect of a company’s operations; he was
of the opinion that all shareholders, whether large or small, are entitled
to express freely their agreement or disagreement in the time
necessary to illustrate their reasons; he felt that reducing the question
time to five minutes made it impossible to ask in a pointed manner why
the dividend on the ordinary share had been cut by half this year;
considering that this was a company policy matter, which had to be
discussed with all the shareholders, he asked the chairman to be very
flexible on the schedule indicated;
11
he calculated that, based on the number of expected addresses, even
if more time were allotted the meeting should be over by 4:00 p.m.; he
reiterated that 5 minutes are not nearly enough to discuss anything,
making participation in the general meeting useless.
Mr. Franco BORLENGHI (shareholder)
presented himself as a small shareholder, very loyal to the Company
and interested participant in the proceedings;
he noted that the shareholders had been convened to approve the last
financial statements of the FIAT GROUP and that, after being listed on
the stock exchange for 112 years, on 3 January 2011, the storied and
prestigious FIAT name no longer reflected a single entity on the stock
exchange but the new FIAT S.p.A. - which groups Ferrari, Maserati,
Alfa Romeo, Magneti Marelli, among others - and the new-born FIAT
Industrial, which manufactures trucks, tractors and agricultural
equipment;
he saw these corporate actions as the outcome of the demerger of the
automotive business and the strategy implemented by Mr.
MARCHIONNE who, in his own words, was the man of the year
because he brought Italy to reality;
he thought that the demerger was necessary because segments that
had no longer common economic and industrial characteristics could
no longer be held together;
he noted that the demerger had been regarded favorably by investors
12
and markets: in fact, the traditional FIAT share - that issued by the
holding company – was one of the best performers in 2010, as it went
up by 49.5%.;
he pointed out that the reported results – which are a snapshot of the
current situation – reflected growth and profits despite the troubled
conditions of the automotive market in Europe; he stressed the two
metrics that went beyond expectations:
- net profit for the year of €600 million, as against a loss of €848
million in 2009 (year of the crisis);
- industrial net debt of €2.4 billion, nearly half the €4.4 billion
posted in the previous year;
he considered that all items had improved: operating income doubled
from €1.1 billion to €2.2 billion while liquidity rose, from €12.4 billion to
€15.9 billion;
he was of the opinion that with such high level of net profit, more than
€152 million could have been distributed, with a dividend of €0.9 per
share; however, the results were good and, anyway, he was satisfied;
he wanted to know from Mr. MARCHIONNE, whom he considers a
good manager, what were both companies’ growth expectations for
2011, also in light of the crisis that hit all the industrial sectors;
he announced his favorable vote for the approval of the financial
statements and asked that he be sent a copy of the minutes of the
meeting, prodding everyone to keep up the good work.
13
Mr. Riccardo MOLETTI (shareholder)
said he participated in this historic meeting with a bit of nostalgia,
considering that it marked the end of a cycle that lasted more than a
century;
he remarked that today’s meeting was the last chance to oppose the
demerger approved in the meeting of 16 September 2010, which he
could not attend due to previous professional engagements; he noted
that he had sent his written remarks to the chairman and that he was
disappointed that he had received no answer;
he explained the reasons why he was against a “reorganization” of
FIAT’s structure, based on the view that the FIAT Group “operated
mainly in historically highly cyclical businesses, whose performance
tends to reflect trends in the general economy and even, sometimes,
magnify them”, as shown by the events that had affected the Company
in the last 50 years, as well as Chrysler and General Motors;
he observed that a prudential approach should have led the
management to diversify the areas in which FIAT operates, to achieve
an overall medium- and long-term balance capable of offsetting the
negative effects associated with this weakness, instead of splitting the
Company and subjecting it to a greater cyclicality risk;
he said he would have preferred a spinoff of the automotive companies
into a company that, eventually, could have been merged with Chrysler
so as to achieve economies of scale and gain a foothold in the U.S.
14
market; this, he said, would have made it possible to keep the entire
operation under the “conglomerate-style” FIAT, which could have
coordinated the various business areas, further diversified its
businesses and, thus, expanded its footprint in different sectors and
markets, so as to mitigate as much as possible the impact of sector or
geographical crises; in fact it was the presence of the car business in
many continents that allowed FIAT to weather successfully local
crises;
he was of the opinion that in this way the auto business could still be
spun off and merged with other car companies, thus allowing FIAT to
become a sizable player, ready to meet the heavy and demanding
challenges that it had and has to meet at the global level;
he said that he was aware that his views on this matter was of no
consequence and that, moreover, not knowing the strategic
assumptions of the majority shareholder he could have developed a
wrong or limited understanding of the demerger but that – given that
the shareholders’ meeting provides an opportunity for the exercise of
democracy – he felt that he should have shared these views anyway;
he noted that in the previous year he had requested a separation
between the vote to approve the financial statements and the vote to
approve the dividend considering that, given the critical conditions of
the global economy, it would have been better to strengthen the
Company’s capital base;
15
he accepted that the “die was cast” and wished the companies
resulting from the demerger much success, encouraging management
to keep up the good work.
Mr. Raoul RAGNI (shareholder)
said that he had been a shareholder for more than forty years and that
he had witnessed the most disparate events;
he remembered Mr. GIACOSA, the engineer who had designed the
Cinquecento, and Mr. GHIDELLA - the executive who introduced the
Uno, the Croma, the Thema and the Tipo - who passed away this
month;
he remarked that this was the end of a very long road and felt that it
was a time for change and said that he was enthusiastic about the
future;
he said that he agreed with Mr. MARCHIONNE and thought that he
was going in the right direction, though he cautioned him;
he asked about the situation of the Russian market, which is very
important, as he knew that negotiations were under way but that there
was no progress;
he remembered that fifty years earlier FIAT was famous in Africa for its
trucks, while now the Chinese seemed to be making inroads into the
African market;
he calculated that out of a nearly €10,000 selling price for a Panda, the
State collects approximately €3,000 in excise taxes and that the excise
taxes on the cars sold by FIAT account for a sizable portion of the
16
government budget; he thought that politicians should strike a deal
with Mr. MARCHIONNE to see what they could do, but noted that
politicians were totally absent;
he touched on the role of trade unions, inviting them to be very careful
and to protect their right to work and to demand better wages,
encouraging everyone to embrace technology as a way to go out and
conquer the world;
he said again that he was enthusiastic about the future.
Mr. Ignazio CERESIA (shareholder)
stated that he agreed with what Mr. MARCHIONNE had said and
accepted all his forecasts;
he said that he had started working in 1963 with FIAT and that, in
1970, when he worked on the assembly line, he had written a poem
entitled “FIAT”, which he read:
“FIAT.
How beautiful and cheerful thou art, FIAT.
Your name is dear to me; seven years I have worked for you,
tirelessly.
The squeaking of the assembly line stirs up pride and harmony;
the bustling of the equipment is a musical rhythm, and an orchestra
playing the anthem without leaving a note. That is why thou art
beautiful, FIAT. I will work for you, for you, even working for you to
make you even more beautiful, more cheerful and stronger, FIAT”.
The chairman
17
thanked for the poem.
Mr. Pietro BECHERE (shareholder)
stressed that he had said in 2004, when Mr. MARCHIONNE joined
FIAT, that he would be the best CEO since the end of WWII and the
following year he had said that the MONTEZEMOLO – MARCHIONNE
team was the best FIAT had ever had, and time had in fact proved him
right;
he said he did not agree with Mr. MONTEZEMOLO’s absence,
considering that this showed a lack of respect for all the shareholders
and that this cast a shade of discredit on the Company;
he remembered that he had always been critical of the merger with
General Motors, as mergers did not always benefit companies and
rarely created stronger groups; on the other hand, they left higher
indebtedness and often halved shareholders’ value and company
investments, citing a few examples;
he regarded the agreement with Chrysler as highly positive and was all
for it, as it was a far-reaching agreement, in his opinion; he specified
that this alliance should be analyzed and pondered over for its the
medium- and long-term effects.
he maintained that it was necessary to give it time;
he considered the Pomigliano and Mirafiori agreements wise and fair,
even though one trade union (FIOM) did not like it, wondering whether
it would have been better to lay off thousands of workers, at the
expense of society at large, and invest billions abroad;
18
he noted that Fiom said always no to any agreement with FIAT -
embracing a radical stance, and emboldened in this by the spotlight
and extensive TV coverage – to burnish the image of its
spokespersons who, when everything is over, fade away in
comfortable sinecures; he could point to many situations where this
was the case in Turin alone, involving many ex FIAT employees as
well;
he was of the opinion that Mr. MARCHIONNE should be commended
for his courage and should be given credit for putting on the agenda
the serious problems that were damaging FIAT and were ruining Italy
and that he was right when he said to president OBAMA that while the
US acts in Italy all we do is talk;
he thought that the discourse in Italy was based on preconceived
ideological notions, without any legal or economic basis, as shown by
the educational and cultural background of trade union leaders and
that this happened because Italy is ruled by a bunch of power-hungry
fools, with their personal interests and the interests of their “gangs and
congregations”; he recalled MONTEZEMOLO’s words that in Italy
800,000 people make a living out of politics;
he said that this happens because immorality is pervasive and that
people should be taught, from elementary school, that rights entail
duties and he was convinced that all ethical, moral and social values
had been lost, along with a sense of distinction between rights and
duties;
19
he stated that to grow and meet foreign and emerging market
competition it was necessary to work more and to fight absenteeism
harder, as this reaches a peak when important sport events are on
television and during the fruit picking and wine making seasons.
As the time available to this shareholder ran out, the chairman ceded
the floor to the following shareholder.
Ms Jutta SPERBER (shareholder):
noted that today the old FIAT was holding its last general meeting of
shareholders; she wanted to know whether the details of the
organization of the two new general meetings were available and
whether their dates would be more or less close hoping that both
would address also events occurred in Italy.
Mr. Giovanni ANTOLINI (shareholder)
specified that his previous address had been rightful, because he was
convinced that in public meetings- whatever the occasion – good
manners, respect and democracy should prevail, as these principles
allow participants to give helpful and constructive inputs, and this
factors are important for the proper management of the Company;
He was of the opinion that the chairman, as such, should be able to
evaluate the input of a shareholder to the board of directors, which is
the governance body in charge of solving very complex problems;
he maintained that the proper running of the general meeting is a
benefit for all;
20
he considered the results for the year excellent but wanted to know
how come the dividend on ordinary shares fell from €0.17 per share to
€0.09 per share, considering that net profit had risen from
approximately €340 million to €440 million;
he remarked that the Company had adopted a cost-curbing policy,
thus strengthening its capital base to meet future problems, but he was
convinced that in this way ordinary shareholders would bear the brunt
of such approach; he felt that this year’s dividends could have been
the same as in the previous year, with the distribution of approximately
additional €100 million to shareholders;
As the time available to this shareholder ran out, the chairman ceded
the floor to the following shareholder.
Mr. Marco Geremia Carlo BAVA (shareholder)
remembered how Mr. AGNELLI used to call him, like everybody else,
“lackey”;
he stated that he would publish his address on his web site,
www.marcobava.tk;
he considered illegal the time limit and said that, since he was talking
also on behalf of shareholders Pier Luigi ZOLA and Carlo FABRIS, the
time for his address should be tripled;
he asked for police protection so as not to be a victim of the assaults
tolerated by Mr. Andrea AGNELLI during the latest general meeting of
shareholders of JUVENTUS and, to this end, he said that it was
immoral to destroy a stadium while FIAT was dismissing workers;
21
he was of the opinion that representatives from the trade unions
should attend the meeting of shareholders to discuss the business
plan, but noted that they were not there;
he felt that trade unions should play a new, more flexible role during
the shareholder meetings, and should not uphold out-dated views;
he was convinced that trade unions could not refrain from participating
in the management of the Company: he thought that co-management
meant that at least one worker’ representative should sit on the board
and be elected by the employees and that such representative should
not just represent his or her union in the Unitary Trade Union
Representations;
he was of the opinion that the Unitary Trade Union Representations do
not count much with MARCHIONNE as CEO, whose tenure is
contradictory and marked by abuse of power;
he said that he did not want to file a complaint with the public
authorities pursuant to article 2408 of the civil code because in the
previous shareholders’ meeting what he had said when the
microphone was off had not been put on record and showed that it
would have been enough to record his words the way he was doing it
now;
he thanked the board of statutory auditors for answering his questions,
though he did not share its conclusions: he felt that the listing of the
post-demerger share had no ground as the required expert appraisal
had not been performed;
22
he stressed that no indications had been given on how the Group
employs its liquidity;
he asked the Company to undertake an economic boycott of Russia,
China and Iran for these countries’ human rights violations; he felt that
these were critical countries, which will soon explode, also in the light
of what is taking place in the Middle East and in Africa;
he would like to know whether funds had been given to the
Department of Economics of Turin and, if yes, how much and how had
these payments been recorded in the accounts; he also asked how
this money was used and for what type of research;
he thought that the Company’s current management had no sense of
tradition and that, had Eduardo AGNELLI been alive, things would
have been different;
he was of the opinion that in the world of car making there was a
“before” and “after” GHIDELLA and that currently the Company was in
the “after” period, which is the more negative of the two, where the
Thema is a rebranded Chrysler 300 with its original price doubled,
thinking that the market does not understand this;
he noted that the 2010 sales targets were 2.8 million units while actual
sales were 2 million units, down 8% from the previous year;
he complained about the lack of forecasts on the Company’s total debt
and that the balance sheet showed €31 billion in borrowings, net of
intersegment loans and current financial receivables outstanding with
jointly-owned financial services companies; to this end, he wanted to
23
know the amount of gross indebtedness which, by his own reckoning,
should be around €46 billion;
he stated that liquidity was a strength of this balance sheet and the
current management.
As the allotted time ran out, this shareholder continued to speak with
the microphone off.
Mr. Franco BENOFFI GAMBAROVA (shareholder)
said that he would appreciate it if before the end of the meeting there
could be a brief eulogy to remember Mr. GHIDELLA’s many
achievements, without dwelling on his few negative aspects;
he thanked the management, Mr. MARCHIONNE and all the other
team members, for what had been done in 2010 in the interest of FIAT,
and consequently its shareholders;
he wanted to know whether hopes could be entertained that soon a
partnership with Russia would be resumed;
he wondered why during FIAT’s meetings of shareholders the
newspaper La Stampa is never mentioned, even though in his opinion
this is an important part of the Company, noting that in 2010 it had
digitized its archives;
he stressed that he had appreciated very much the Company’s ability
to adapt to market conditions, particularly in the car sector, taking
advantage of the opportunities made available in the Brazilian market
and holding its own in the lukewarm European market and in the awful
Italian market;
24
he disagreed with those who said that the Italian market in 2010 had
been positively affected by the incentives of 2009 and thought that,
instead, the positive effects had benefited those in government who
managed those incentives;
he was of the opinion that Italy should have copied France, which kept
the incentives in 2010, removing them slowly and combining them with
punitive measures for more polluting cars;
he noted Italy’s clear inability to implement an economic policy;
he informed that he had advocated, in the newspaper Il Sole 24 Ore
and in various conferences, the implementation of a “Tremonti quater”,
though not as a revived form of “Tremonti ter”, but a measure that
would make tax-exempt 50% of profits reinvested in capital goods,
including trucks and cars, but there was no response from the majority
or from the opposition;
he thought that cars used by government officials and politicians,
which are paid for by the Italian taxpayer, should be Italian;
he said that on 31 December he had complimented Mr.
MARCHIONNE for his decision to increase the investment in
Pernambuco, in Brazil;
he complimented the Company also for its straightforward approach on
“Fabbrica Italia” which, between thesis and antithesis, led to a
synthesis.
Mr. Ferdinando MALLAMACI (shareholder)
was sorry to see that the meeting was out of control;
25
he specified that his address would be based on two aspects: the
acknowledgment of a situation and a prediction;
he reviewed page 17 of the 2010 sustainability report and noted that
the Italian operation is in the worst shape, as it accounts for 41% of
Fiat Industrial’s and FIAT’s employees but only for 21% of total
revenue; in the Mercosur the situation is slightly better: 24% of
employees and 24% of revenue; in Europe – ex Italy – the situation is
slightly positive: 23% of employees and 33% of revenue; in Asia, Africa
and the Americas the yield per employee is the best: 6% of employees
and 11% of revenues; thus, he did not agree with the triumphalism,
which in his opinion was unwarranted, about Brazilian revenue;
he noted that Italy is the worst performer, Europe’s profitability is at a
low point and Africa and Asia are the best performing areas;
he noted also that in America the Fed keeps printing money and the
dollar is rumored to collapse while China is coining gold renminbis;
he asked the board of directors to increase investments in Africa and
Asia;
he said that, in his opinion, Chrysler could be a “dud”, even worse than
General Motors.
Mr. Carlo PARIANI (shareholder)
specified that he was part of the CUB trade union;
he was of the idea that the Group’s business strategies were totally
negative and went even against the objectives set;
26
he noted that in ten years FIAT has disclosed seven growth plans, four
of which with MARCHIONNE as CEO, and all forecasts failed to
materialize: in Italy 50% of auto workers was now collecting
unemployment benefits;
he wondered where the “Italy Plan” is and where the €20 billion in
investments and the 41 new models are;
he remarked that investments had been announced for €700 million in
Pomigliano and for €1 billion in Mirafiori, thus only 8% of what had
been promised, stressing that actions speak louder than words;
he indicated that it was increasingly clear that FIAT was shifting its
centre of gravity from Italy to the United States;
he asked Mr. MARCHIONNE, with reference to the €20 billion
investment, to confirm what he had stated before a Parliamentary
Commission, noting that currently the Company was experiencing a
reduction in investments instead of an increase;
he remarked that the “new” FIAT had borrowings of nearly €21 billion,
on revenues of approximately €35 billion; it had also a large amount of
liquidity but had to repay €9 billion in bank loans, €11 billion in bonds
and $7.5 billion to the U.S. and Canadian governments: that is why it
had no money to invest;
he quoted Mr. MARCHIONNE when he said the “you make money
when you sell cars” and thought that this was the real problem;
27
he noted that, in the early months of 2011, given a 20% decline for the
auto market as a whole, FIAT lost 30% and he had the impression
that the Company made promises that it could not keep;
he pointed out that things were not better in Brazil because, despite
higher sales, FIAT was losing market share;
he affirmed also that car output was not doing well: 2009 and 2010
saw the production of 650,000 and 561,000 cars, respectively;
he said that the Company was not designing new models because the
design department in Arese had been shut down and the employees in
Turin had been laid off;
he dwelled on the promises made by the Company: shift the
production of Pandas to Pomigliano - which, in his opinion, would not
be enough to keep employment up – Mirafiori’s industrial plan – which
has already been changed three times – the production of Alfa cars by
using Chrysler’s platforms, which would result in disaster;
he was of the opinion that the current turnaround plan for the Alfa
brand is not credible, despite the good levels of Giulietta sales;
he felt that Volkswagen’s interest in purchasing the Alfa brand was an
attractive option and that, once its feasibility had been determined, the
Company should sell it so as to ensure its survival;
he objected that three times Arese’s technicians – including himself –
had been obligated to relocate to Turin and asked that all possible
actions be taken to obtain unemployment benefits payable to workers
of companies undergoing a crisis;
28
he lamented that the Alfa Museum in Arese was still closed to the
public pending the start of restructuring works;
he pointed out again that, in his opinion, FIAT’s plans were not
credible: what had been promised to Mirafiori and Pomigliano was not
credible, as resources, plans and technologies are inadequate; he
concluded that with such weak foundation the target output of 6 million
cars would never be met.
he was of the opinion that if Italy intended to revamp automobile pro-
duction and employment, a review of the industrial plans and State in-
tervention would be necessary, so as to keep the plants in Italy.
Mr. Giuseppe FIORITO (shareholder)
agreed with the other shareholders who had complained about the
short time available, regarding five minutes to talk about the results of
a company with worldwide operations in several industrial sectors as
insufficient;
he remarked that FIAT was managed in an authoritarian way, and not
just in connection with the shareholders’ meeting;
he was disappointed that certain shareholders, in his opinion, were
deluding themselves about Mr. MARCHIONNE’s ability to turn
industrial relations on their head, to disregard the national labor
agreement, to quit Confindustria, to cajole, to threaten and blackmail,
noting that workers at Bertone were now being blackmailed;
29
he addressed Mr. MARCHIONNE warning him that those that saw the
wind shall reap the whirlwind and defined his policy as too
authoritarian, which was unconstitutional and against workers’ rights;
he added that besides Fim, Fiom and Uilm there were also other
unions that refused “to toe the line” and that had never accepted
FIAT’s policies in the preceding twenty years;
he was of the opinion that the Pomigliano and Mirafiori agreements,
and the attempt to extend tem to the factories in Cassino and Melfi and
to the Bertone plant, were a negative episode in the country’s industrial
history: an indelible stain on FIAT’s management;
he affirmed that the only thing that FIAT was planning to do was to
relocate its Italian operations to the United States;
he was of the opinion that FIAT would remain only a brand and that as
a company it was already finished;
he affirmed that the Company – with its activity and industrial heritage
– was not only the property of the management or the Family but
belonged to everyone and this was the reason why, in his opinion,
State intervention was necessary;
he noted that – despite the improved debt position, revenues and
profits – FIAT Auto’ sales decreased every month, with the result that
bank borrowings were up;
he thought that, by not paying them, FIAT was bleeding to death
thousands of small businesses and blackmailing workers in many
30
factories; it had cancelled a national labor agreement and invented a
company agreement;
he wondered, thus, what the management had in mind by doing what it
was doing;
he was convinced that the Company should say clearly that the Italian
operations still in place – Turin, Pomigliano and Melfi – would be
utilized as long as revenues were generated and when this would stop,
greener pastures would be sought elsewhere;
he would like to know what FIAT wanted to be like in Italy, what type of
investments and what types of car wanted to make in Italy and what
would happen to the Arese factory;
he wished that the Company would stop assaulting workers’ rights and
cancelling agreements.
Mr. Corrado RADAELLI (shareholder)
asked that he be enabled to read the full questions that he had
prepared and that a copy thereof be attached to the minutes of the
AGM;
he asked – in case he were interrupted at the end of the five minutes
available to him – that authorized shareholders gave him their time;
he reported that, despite constant obstacles, he had been able to
transfer to his web site, 1di1.com, data on the FIAT Group and Exor
and that he intended to continue doing what he was doing;
he noted that – even though on page 23 of the annual report on
corporate governance it was written that the Company had always
31
facilitated shareholders’ participation in meetings – the time available
to each shareholder to speak was very limited; in his opinion, the rule
of truncating shareholders’ addresses at the end of the allotted time
had been applied in a violent manner; the chairman kept systematically
all the documentation that shareholders ask to attach to the minutes of
the shareholders’ meeting; a period of time was scheduled to answer
questions asked by anonymous shareholders, who did not participate
actively in the AGM, in accordance with criteria established by the
management; moreover, the time available to shareholders to speak
today had been further reduced, to five minutes;
he regretted that nothing had been done to have a webcast AGM so as
to allow a greater amount of shareholders to participate: hopes for this
change were put in Consob;
he wanted to know what the different terms used next to the investees’
names in the specific list defined - business Fiat Group Automobiles,
business FPT Industrial, business Veicoli Industriali, among others –
and stressed that a clarification was necessary especially in the cases
where the company is attributed to another sector and is indicated in
the list of investees more than once;
he also wanted to have information on companies included in a
specific sector and controlled by companies operating in different
sectors without any reference, such as CRF – Società consortile per
azioni;
32
he asked why key financial data prepared in accordance with different
accounting standards from those used to prepare FIAT’s consolidated
accounts were reported and what benefits management expected
shareholders to derive from this approach;
he wanted to know the accounting standards adopted to prepare the
accounts of subsidiaries and associates and whether these accounts
were recast in accordance with IFRSs before they were consolidated;
he wanted to know what were the companies that, imaginatively called
“industrial”, manufacture goods and what were the holdings;
he wanted to know which of the risks to which the Group is exposed in
performing its activities are covered by insurance and at what cost;
he was of the opinion that the real risks are more than those listed and
wondered how these excluded risks were considered;
he wished to know the amount of bed debt losses suffered or incurred
in 2010, for any reason, by the FIAT Group and the Company;
he asked management to confirm that the fiscal years of subsidiaries
and associates end on 31 December, unless otherwise stated;
he wanted to know how many companies had been wound up and
liquidated in 2010 and why the number of liquidated Group companies
in 2010 was higher than in 2009.
As his time ran out, Mr. RADAELLI asked to complete his address and
to have the text of his address attached to these minutes.
The chairman invited him to hand over the text and requested the next
shareholder to step up to the microphone.
33
Mr. Mario BARNI (shareholder)
said “Good morning everyone, good morning to integrity and to the
silence of all the participants in this meeting, good morning to
democracy, good morning to the freedom of speech”;
he praised Lady Luck for giving the Company a man like
MARCHIONNE because he showed that – if men have vision, also in
time of crises – companies, factories, entire populations can evolve
and build their future;
he said that FIAT’s results, in a time of crisis like this, can only be
defined as very positive: this because 35 million treasury shares are
worth a lot of money, because of the reduction of borrowings and
because the management had the guts to reduce its salaries,
considering it appropriate to continue along this line;
he wondered what the Company would do with this money if it did not
have a clear perception of its own future, the shareholders’ future and
the future of the peoples of the world;
he saw for the future a sad adventure that can only turn into
catastrophe; he noted that in 2009 the world economy, like FIAT, was
in a fearsome storm and that today it is still raining on the economy
while FIAT still faces fog;
he felt that in terms of society and daily life FIAT had done nothing but
provoke trade unions and workers;
34
he predicted that – and this applied not only to FIAT but to world
capitalism as a whole – to avoid catastrophe it was necessary to
change tack;
he felt that young people should not be deprived of their future their
hopes and the possibility to use their abilities for the welfare of the
people of the world;
The chairman
concerning the five-minute limit for shareholders’ addresses specified
that:
- as everyone knows, precisely because the items for discussion are
important and would require much more time, written questions could
be sent to the Company – as some shareholders did – so that they
could be answered properly, as it will be done today in due course;
- there was a famous physicist, PLANCK, who one day at a
conference, in trying to minimize time, said that everyone had five
minutes to present their papers and when a colleague complained, he
answered: “Just speak very slowly”.
CEO Sergio MARCHIONNE
said that questions sent to the Company before the meeting would be
answered and ceded the floor to Mr. Carlo MOSCHIETTO, Group
Chief Accounting Officer.
Mr Carlo MOSCHIETTO
specified that questions had been sent by shareholders Marco Gere-
mia Carlo BAVA and D&C Governance S.r.l.;
35
he then read the questions sent by (shareholder) Marco Geremia Carlo
BAVA and the related answers, transcripts of which are shown below:
“Group net debt as of the date of the AGM with historical average in-
terest rates earned and paid.
Starting in 2005, the metric used by the FIAT Group to monitor its fi-
nancial structure is Net Debt of Industrial Activities.
However, as required by Consob, Net Financial Position is presented
in note 26 of the Consolidated Financial Statements and in note 31 of
FIAT S.p.A.’s statutory financial statements.
At 31 December 2010, the Group’s consolidated Net Financial Position
was a debt of €1,170 million, compared with a debt of €3,217 million at
31 December 2009.
The consolidated financial results for the first quarter (including net in-
dustrial debt and liquidity at 31 March 2011) will be available to the
public on 20 April 2011.
The weighted average cost of debt at the end of December 2010 was
slightly higher than 5%. This was affected by the various currencies in
which debt is denominated, as well as the types of debt and the date
on which debt was obtained.
The return on cash deposits and marketable securities is mostly linked
to the interest rates paid on riskless short-term financial instruments,
denominated mainly in euros. At the end of December 2010, the aver-
age return on investments in all currencies was 2.2%.
36
What is innovative and environmentally-friendly about the new Chrys-
ler Jeep Grand Cherokee?
Question not pertinent to the item on the agenda.
How come Ferraris catch fire and Giuliettas’ accelerators get stuck?
Actions? Costs?
Question not pertinent to the item on the agenda. At any rate, as far as
Ferrari is concerned, these were just freak (four) occurrences. None of
these episodes caused damage to people or property. Moreover, we
can confirm that no Giulietta has been delivered with this potential
problem. In any case, with their electrically controlled engines, FIAT
cars have brake systems in place to override accelerators.
Change in investments since fiscal year-end.
Besides the effects of the demerger on the Group’s investments, which
were discussed extensively in the financial statements, and the post-
balance-sheet events reported in note 38 of the consolidated financial
statements, there were no significant changes in investments. For
completeness’s sake, reference is made to the increase of the invest-
ment in Chrysler Group LLC, from 20% to 25%, following achievement
of the first of the three “Performance Events”, as well as the repay-
ment, with the simultaneous release of the shares, of the debt in-
curred following exercise of the call option on 5% of Ferrari S.p.A.’s
shares outstanding.
Gains and losses on listed securities as of the latest stock exchange
settlement date
37
Excluding the investment in Tofas, an operating joint venture, the listed
securities held by the Group include mainly the investment in associ-
ated company Rizzoli Corriere della Sera MediaGroup. S.p.A. (an eq-
uity interest of about 10.1%) and shares in Assicurazioni Generali
(0.013% of the total outstanding).
The Generali shares are measured at their fair value, as reflected by
their stock market price at fiscal year-end; their book value at 31 De-
cember 2010 was €2.7 million, with a decrease of approximately €2.0
million from their historical cost (approximately €1.8 million on the ba-
sis of current market prices).
At 31 December 2010, the book value of the RCS shares, which were
reported at cost, exceeded their stock market price by approximately
€53 million. At current stock market prices this difference is down to
€39 million.
Revenues by segment between fiscal year-end and today.
The consolidated results or the first quarter (including revenues by
segment) will be made available on 20 April.
Trading on treasury shares and group shares including through third
parties or nominees or pursuant to article 18 of presidential decree
30/86. In particular, whether any trading has been carried out with
shares of other companies with a foreign bank as a nominee that is not
required to report to Consob the name of the principal, with “riporti”
(portage) contracts involving portfolio securities for a nominal amount,
with shares parked with third parties to date.
38
No trading activities have taken place, whether with treasury shares or
third parties’ shares.
Purchase price of treasury shares and date of every purchase, and
percentage deviation from market price.
The latest buybacks were carried out in the first half of 2008, for a total
of €238.5 million (at an average share price of €14.2), thus before the
upheaval in the economic and financial context that led to the world-
wide suspension of these transactions.
At 31 December 2010 FIAT held 38.57 million treasury shares,
amounting to a total of €656.6 million (€17.02 per share), an amount
which is deducted from equity as required by IFRSs. Moreover, ac-
cording to IFRSs, any gain/loss on treasury shares are recognized in
equity and do not affect results for the year.
It is worth noting that following the demerger, considering the treasury
shares held, FIAT S.p.A. received, effective 1 January 2011, 38.6 mil-
lion ordinary FIAT Industrial shares.
The current unrealized loss on FIAT S.p.A. and FIAT Industrial shares
amounts to approximately €15 million.
Names of first ten shareholders in attendance with relevant % share-
holdings, and representatives specifying whether they have a proxy or
any other type of authority.
The first ten shareholders in attendance include:
. Exor S.p.A. (30.44%)
. Banca d’Italia (1.20%)
39
. Europacific Growth Fund (1.09%)
. Stichting Depositary APG Developed Markets Equity Pool (0.95%)
. American Funds Insurance Series International Fund (0.69%)
. Blue Ridge LP (0.58%)
. American Fund Insurance Series Growth Income Fund (0.55%)
. Orbis Global Equity (0.53%)
. Government Of Norway (0.46%)
. Jat Capital Management LP (0.45%).
Names of journalists attending the meeting or that follow the meeting
through the closed-circuit of the newspapers for which they write and
whether any of them has direct or indirect consulting relationships with
group companies, including subsidiaries.
Question not pertinent to the item on the agenda.
Can you provide a breakdown of advertising expenses by publishing
group, to determine the degree of independence? Were there pay-
ments to newspapers or publishing and internet groups for research
and consulting services?
In 2010 advertising expenses were incurred mostly by Fiat Group Au-
tomobiles. The following is a breakdown of the costs incurred in Italy
by publishing group:
1) Mediaset Group: 31.5%
2) Rai Group: 19.3%
3) Gruppo editoriale Espresso: 6.7%
4) Sky: 5.5%
40
5) RCS Group: 4.4%
6) La Stampa Group: 2.5%
7) RTL 102.5: 1.6%
8) Il Messaggero: 1.3%
9) RDS: 1.3%
10) Quattroruote: 0.9%
11) Other: 25%
There were no payments to newspapers or publishing and internet
groups for research and consulting services
Number of shareholders entered in the shareholder register, with a
breakdown by shares held and between residents in Italy and abroad.
At 30 March 2011 there were 246,354 ordinary and preference share-
holders entered in the Shareholder Register; of these 3,357 were resi-
dent abroad. The following is a breakdown by shares held:
- 47,021 hold up to 100 shares
- 106,565 hold from 101 to 500 shares
- 40,566 hold from 501 to 1,000 shares
- 52,170 hold over 1,000 shares
Has there been within the group and the parent company and/or direct
and indirect associates any consulting arrangement with the board of
statutory auditors and auditing firm or its parent company? How much
did expense reimbursements for both amount?
Within the group there are no consulting arrangements with members
of the board of statutory auditors. The disclosures pursuant to article
41
78 of Consob Regulation no. 11971/99 on relations with the members
of the Board of Statutory Auditors are made in a specific table con-
tained in the financial statements.
With reference to the auditing firm, and the entities belonging to its
network, all information were shown in appendix II of the consolidated
financial statements, as required by article 149-duodecies of the Con-
sob Regulation on Issuers.
Has there been any direct or indirect payment made to trade unions,
political parties or movements, consumer associations and/or national
and international shareholders within the group, including through
kickbacks or by funding specific initiatives upon direct request?
No.
Was there any kickback paid by suppliers? How does the year-end ret-
rocession to the FIAT procurement department work?
No. On the second part of the question, it is common practice in the
automotive industry - with supply contracts where economies of scale
play a key role - for the supplier to improve its productive efficiency,
thus to reduce costs in a way that might benefit the customer, in this
case FIAT, via periodic price reductions scheduled from the beginning
of the contract. Also, as customary in the automotive industry, some-
times FIAT may check the competitiveness of the prices extended to it
and - in the event that suppliers charge higher-than-market prices or
the quantities supplied are greater than those for which prices were set
– FIAT may agree with suppliers on courses of action - including addi-
42
tional discounts, sometimes on a lump-sum basis (sometimes they are
called “bonus”) – intended to reinstate the original economic balance of
the contract.
Have you ever paid kickbacks to enter into emerging markets, particu-
larly China, Russia and India?
No.
Have you collected unreported cash?
No.
Has there been any case of insider trading?
No.
Are there executives and/or directors who have interests in supplier
companies? Directors or executives who hold directly or indirectly
shares in supplier companies?
Except as indicated in note 34 to the consolidated financial statements
– Related Parties – with reference to Directors Luca Cordero di Mon-
tezemolo and Ratan Tata (concerning transactions with the Poltrona
Frau group and with the Corus group, respectively) we received no no-
tice of any situations of the type raised in the question.
Total group donations, for what and for whom?
In 2010 the FIAT Group donated €25.6 million in different areas: pro-
motion of education, culture and art (50%), socially-oriented projects in
local communities (23%), support to the healthcare system (16%), var-
ious initiatives including, in particular, relief to populations hit by natural
43
catastrophes (11%). Of these, 60% of the projects concerned Latin
America, 34% Europe, 6% North America and the rest of the world.
Have there been any judges among the group’s direct and indirect
consultants that have been part of arbitration panels? If yes, what were
their fees and what are their names?
There were none.
Is there any pending proceedings with antitrust authorities? Any pend-
ing criminal proceedings?
Disputes are discussed in note 29 of the consolidated financial state-
ments.
How much does the group have in bonds outstanding and through
which underwriter?
At 31 December 2010 the Group had total bonds outstanding in inter-
national markets for a nominal amount of over €10.7 billion euros.
Reference should be made to the list of the main bonds issues, broken
down by continuing operations and discontinued operation, with matur-
ity and interest payment dates, shown in note 26 of the Consolidated
Financial Statements.
Given that the Group works with the main Italian and foreign banks
acting as underwriters, on the Company’s web site there are the pro-
spectuses for those issues with the names of the arrangers or dealers.
Detail of costs of goods sold for each segment.
This detail is not published because it is not required by IFRS.
44
How much did you spend to buy and sell equity interests? For envi-
ronmental restoration? What and for what were environmental protec-
tion investments made?
In 2010 no significant acquisitions or sales of equity investments were
made, thus the ancillary charges were not meaningful. The expenses
incurred by the Group in 2010 to improve its own environmental per-
formance through works on plants and processes amounted to over
€83 million (up 54% on 2009), 27% of which for restorations.
I would like to know:
a) how non-monetary benefits and bonuses are calculated
b) what the average change in salaries for managers, clerks and work-
ers was over the past year
c) the ratio of the average cost of executives/workers to that of total
employees by category
d) whether the Company has been sued for mobbing, instigation of su-
icide, work injuries and what the outcome was
e) how many employees have been sent to pensionable redeployment
(mobilità) and what was their average age
Non-monetary benefits (mainly related to means of transport or other
in-kind benefits) are calculated on the basis of specific valuation crite-
ria applicable under the law.
Individual bonuses are calculated on the basis of a combination of fac-
tors, such as:
45
- company performance (measured by comparing results against the
objectives set at Company/Group level);
- individual performance (measured based on the evaluation of individ-
ual results achieved and the leadership shown every year).
Changes in gross annual pay in 2010 compared with the previous year
were as follows:
Blue-collar: +2.9%;
Clerks: +2.2%;
Professionals: +0.8%;
Managers: + 0.3%.
As reported in note 12 of the consolidated financial statements, in
2010 total personnel costs amounted to €7,634 million. A breakdown
of this item by category is not provided because the Group is not re-
quired to publish it and because it is not meaningful. At the end of
2010, the FIAT Group had 199,924 employees, including 2,275 man-
agers.
A breakdown of the number of employees by category at 31 December
2010 is provided on page 129 of the Sustainability Report.
In 2010, the Group had 6 mobbing disputes pending in Italy.
Pending disputes for occupational injuries/diseases amounted to 15,
while there was no litigation for instigation of suicide. Furthermore,
there were no cases of suicide within the company.
In 2010 reported injuries (i.e. with recovery in over 3 days) worldwide
were approximately 1,800 (2,000 in 2009) with an injury frequency rate
46
(no. of injuries/ hours worked x 100,000) of 0.60 (0.73 in 2009). In Italy
episodes with absence from work for more than 3 days were approxi-
mately 900 (1,000 in 2009), with a frequency rate of 0.73 (0.94 in
2009). In 2010 there was one fatal accident, with the death of a Group
worker in Argentina, while Comau was performing maintenance activi-
ties on a customer’s premises. The accident was investigated thor-
oughly both locally and at the central level to understand its causes
and to strengthen existing prevention measures. The Company in-
volved endeavored to provide utmost support to the family stricken by
the loss.
In 2010, following the collective reduction of personnel due to restruc-
turing and organizational rationalization activities, approximately 1,650
employees left (about 9% of the departures was due to collective
measures). In Italy, in 2010, departure as a result of a collective reduc-
tion following specific redeployment (mobilità) agreements signed with
the trade unions concerned approximately 1,400 employees, which
were selected from among those who would qualify for retirement ben-
efits during the redeployment period (three years in Northern Italy and
four years in southern Italy). The 1,400 departures related to collective
redundancies accounted for approximately 34% of departures in Italy
for the year.
Did you buy any artwork?
In 2010 no artwork was purchased.
Which sectors experienced the biggest cost reductions?
47
In 2009, in response to difficult market conditions, the group imple-
mented a significant action plan on fixed costs that led to a reduction of
general, administrative and selling expenses which exceeded the ap-
proximately 15% goal set for the entire year.
In 2010 the Company adopted a disciplined and rigorous approach to
keep structural costs under control in every sector.
Details of tax adjustments and difference between Form 20-F and Ital-
ian consolidated financial statements, indicating how results change by
applying US GAAP.
With reference to FIAT S.p.A.’s tax adjustments, reference is made to
note 8 of the financial statements, where reconciliation between statu-
tory and effective taxation is provided. The main differences derive
mostly from dividends and the adjustments to equity investments.
FIAT delisted its shares from the NYSE in 2007 and, accordingly, it is
no longer required to file a Form 20-F or to reconcile its IFRS financial
statements to US GAAP.
Is there any de facto subsidiary (pursuant to civil code) that is not re-
ported in the consolidated financial statements?
There is no such subsidiary.
Who are the group’s gas suppliers? What is the average price?
For 2010 the FIAT group signed natural gas supply contracts with Enel
Energia S.p.A. and Speia S.p.A.
The overall average price (inclusive of excise taxes) for 2010 was ap-
proximately €29.8 per cubic meter, on the basis of 60 delivery points.
48
How much did you pay in consulting fees to the companies led by
Messrs Bragiotti and Berger?
There were no consulting arrangements with these companies.
What is the Italian share of total investments in R&D?
This share is 60% of the total, amounting to approximately €1.1 billion.
How much does the 1%-5% exclusion under article 2622 of the civil
code amount to?
All that needs to be done is to make reference to the point 7 of the
cited article and apply it to the amounts indicated in the financial
statements.
Cost of AGMs.
On average each AGM costs approximately €200,000.
Cost of duty stamps.
This figure is not reported in the financial statements as it is not re-
quired under IFRSs, nor is it regarded as significant for management
reporting purposes.
I wish you could put on your web site a downloadable copy of the en-
tire FIAT-Chrysler agreement.
We have published repeatedly the address of the web site where these
agreements are available.
Is Alfa Romeo for sale? Perhaps to Volkswagen?
No.
Traceability of toxic waste.
49
Special (hazardous and non-hazardous) waste resulting from the
Group’s operations in the various countries are entrusted to companies
duly authorized to transport and dispose of it in accordance with the
laws in force.
Data related to the generation and disposal of waste are shown on
page 187 of the 2010 sustainability report.
Breakdown of the costs of corporate helicopters and airplanes by user.
The board of directors requires, for security reasons, that aircraft be
used nearly exclusively by the company’s top managers.
How many helicopters do you have, what are their brands and what is
their hourly cost?
The question is not pertinent to the item on the agenda.
Is it true that FIAT, through the law firm of Mr. ANFORA, filed a crimi-
nal complaint against some workers?
The Company did not file any criminal complaint against its employ-
ees.
What lawsuits is Mr. ANFORA’s law firm handling and how much did
he collect in fees in 2010 in connection with them?
A total of 62 lawsuits, mainly in the area of hygiene and safety at work.
How much does Fiat Auto have in doubtful accounts?
At 31 December 2010 Fiat Group Automobiles S.p.A. had doubtful ac-
counts covered by a specific allowance for €40 million.
How much did the stock options granted to Marchionne cost in 2010-
2011?
50
The answer to that question is in note 23 to the consolidated financial
statements.
Was there any payment to trade unions or trade union members? If
yes, why?
There was no payment.
How much did the restructuring of the Foundation’s building cost?
What’s the point when plants are being closed?
The building where the Agnelli Foundation is located, which is currently
owned by Fiat Partecipazioni S.p.A., houses also FIAT company asso-
ciations, FIAT training activities and the top management training
school. Total restructuring costs amounted to approximately €550,000.
Ancillary charges for the Chrysler acquisition: how much?
The expenses incurred in 2009 for the Chrysler transaction amounted
to €41 million, as indicated in note 8 to the consolidated financial
statements.
What do the €57 million in proceeds refer to, do they refer to tangible
or intangible assets?
This sum reflects proceeds from a number of transactions put in place
in the ordinary activity from multiple companies within the group.
How much does receivable discounting cost in percentage terms?
Asset Backed Financing (approximately €8.8 billion at 31 December
2010, of which €8.3 billion related to discontinued operations) reflect
the amounts received from lenders (banks, factors, noteholders)
51
against receivables sold. Derecognition of these receivables is not
permitted under IFRSs.
These are mainly securitization and, to a more limited extent, factoring
transactions, where the Group does not reduce substantially its risk
exposure to the receivables sold and the cash flows associated with
them.
At 31 December 2010, the weighted average cost of receivable financ-
ing was less than 3%. Obviously, this varied on the basis of the mar-
kets where the transactions were carried out, the characteristics of the
transaction, the type of receivables and the type of debtors sold. Fur-
thermore, securitization transactions, which can mature after several
years, are affected by the terms and conditions applicable in the differ-
ent phases, with spreads and interest rates varying significantly.
Details of cost of goods sold.
These details are not required by IFRSs.
Who bought Targarent and for how much?
Targarent was sold on 1 February to an operator specializing in short-
term rentals and affiliated to an international network (BUDGET Rent A
Car). As indicated in note 35 to the consolidated financial statements,
the selling price was €1 million.
How many units will be manufactured by BERTONE?
The question is not pertinent.
Who are the key managers that collect €18 million? How much for
each of them?
52
The law does not require disclosure of their names.
How was the market share of the SUV to be made in Mirafiori calcu-
lated? How much do transportation cost to and from the US account
for as a share of the total?
The question is not pertinent.
How come FIAT does not collect the salary that Chrysler pays to its
CEO?
The agreement with Chrysler does not call for FIAT to be compensated
for supplying Chrysler’s CEO.
Does the post-treatment technology for EURO 6 diesel engines con-
tinue to emit nanoparticles? How many microns?
The Diesel Particulate Filter (DPF), which has already been adopted
by FIAT for many EURO 4 cars and for all EURO 5 cars, reduces par-
ticulate emissions from about 25 mg/km (without DPF) to about 3
mg/km. The legal limit for EURO 5 / EURO 6 is 4.5 mg/km.
As to the number of particles emitted, the legal limit, which is about to
be introduced in Europe with the EURO 5b and EURO 6 limits, is
6x1011 particles/km. With the use of DPF, FIAT guarantees a number
of particles emitted 200 times lower.
As to size, the range for diesel emissions varies from 10 to 100 nano-
meters”
Mr. Carlo MOSCHIETTO
then read the questions coming from (shareholder) D&C Governance
S.r.l. and provided the relevant answers, transcripts of which are fur-
53
nished below:
“Is there D&O insurance coverage (coverage – amounts and losses
covered, people currently covered; when was it approved and by which
corporate body/officer; associated fringe-benefit component; who was
the broker and what companies provide coverage; expiration and ef-
fect of the demerger on the policy)? Has insurance coverage been
purchased in relation to the prospectuses (concerning the demerger
and the bond issues)?
The existing D&O insurance policy for FIAT S.p.A., which was ap-
proved by the Board of Directors, covers:
- the members of the board of directors, the statutory auditors and the
managers responsible for preparing the Company’s financial reports,
to the extent that these are subject to third-party liability (financial
loss), including legal costs.
- FIAT S.p.A. for any payment to the individuals insured to hold them
harmless against any third-party liability.
The cost of the 2011 programme for FIAT S.p.A. amounts to €298,000
and, obviously, takes into account the demerger.
The D&O programm lasts for the full calendar year and is renewable.
Maximum coverage is set in accordance with the size of the Group and
is considered suitable.
Coverage is not considered a fringe benefit as it is bought in the Com-
pany’s interest.
54
The D&O insurance programm is the result of a bid submitted by the
main insurance companies, with the support of the Group’s risk man-
agement structure.
There are no ad hoc insurance programms of FIAT S.p.A. to cover
prospectuses.
The demerger and the bond issues are covered by FIAT S.p.A.’s D&O
policies.
What are the amounts spent for risk insurance (broken down by mac-
ro-area, by industrial plant; what department approves and manages
policies; broker used and insurance companies)?
The Group’s Companies are insured for suitable sums, which vary de-
pending on the risk covered, including specific local aspects and obli-
gations.
Each company decides on its own insurance coverage by relying on
the support provided by the Group’s risk management unit, buying
coverage from the main international insurance companies operating
in the market.
How is the Group’s liquidity used (breakdown and monthly changes,
interest rates earned, types of instrument, counterparty risks, financial
income generated, management policy, reason why level cannot de-
crease, amount devoted to employee leaving entitlements (TFR) and
legal and operational constraints existing on cash levels)?
55
At 31 December 2010 the Group had a liquidity of €15.9 billion (of
which €12.2 billion held by continuing operations and €3.7 billion held
by discontinued operations) which, as indicated in notes 20 and 22 to
the Group’s consolidated financial statements, were employed as fol-
lows:
- 69% in cash as well as bank and post office deposits (approximately
€10.9 billion);
- 25.3% in highly liquid securities (about €4 billion in money market
funds for approximately €1.5 billion);
- 1,3% in current securities;
- 4.4% in cash, mainly bank deposits, linked to securitization transac-
tions (“Cash with a pre-determined use”).
In 2010, the Group’s liquidity went from an initial balance of €12.4 bil-
lion to €11.2 billion at 31 March, €13.5 billion at 30 June, €12.9 billion
at 30 September and, lastly, €15.9 billion at fiscal year-end.
Liquid assets are managed on the basis of specific policies, which typ-
ically call for investments in diversified, very short-term, highly-liquid
instruments, after taking into account the counterparties’ ratings.
Nearly all counterparties are investment grade and 98% of the invest-
ments matures in less than 30 days.
As these investments are repayable on demand or are very-short-
dated, with highly rated counterparties, returns are in line with inter-
bank interest rates.
56
The average return on investments in all currencies at the end of De-
cember 2010 was 2.2%.
Income derived from these investments is detailed in note 9 to the
consolidated financial statements. Attention is called, in particular, to
interests from banks for €134 million and, to a lesser extent, to interest
income as well as gains and losses on disposal of securities.
The level of liquidity held by the Group could be decreased but, at this
level, it ensures suitable operational and financial flexibility, at a time
when financial markets are highly volatile.
There is no specific portion of cash devoted or allocated to employee
leaving entitlements in Italy (TFR). Starting 1 January 2007 the sums
accrued are credited directly to the retirement funds or to the special
fund managed by INPS without any more disbursement obligations by
the Company.
Liquidity can, by definition, be used promptly by the Group’s compa-
nies.
As indicated above, this item reflects deposits or other uses in connec-
tion with specific activities (“Cash with a pre-determined use”). Even
though these are liquid assets for the entities that hold them, they are
not freely transferable to other Group companies. These are mainly
bank deposits managed by the securitization vehicles.
Security deposits are not included in cash and cash equivalents but in
non-current financial assets.
57
What are the details of indebtedness (breakdown and monthly chang-
es; applicable interest rates; types and maturities; management policy;
legal and operational reasons why it cannot be reduced and interest
rates by maturity)?
As shown in note 26 to the consolidated financial statements, at 31
December 2010 the Group’s debt consisted of:
A. Bonds for €11.1 billion issued between 1996 and 2010. Coupon
rates vary between 5.525% and 9.00%, depending on the denomina-
tion currency, the characteristics of the debt, as well as the level of in-
terest rates and the Group’s credit rating at the time of issue. Maturi-
ties vary between 2011 and 2021. Details of maturities and interest
rates are provided in the notes.
B. Borrowings from banks and other debt amounted to €11.1 billion. In-
terest rates on these funds vary, depending on the currency in which
debt is denominated, maturity, terms and conditions of the loan, subsi-
dies, among others.
The average interest rate for borrowings outstanding at 31 December
2010 was around 5%. The maturity schedule of these borrowings is as
follows: €6.3 billion in 2011; €4.4 billion between 2012 and 2015; €0.5
billion beyond 2015.
C. Asset-backed financing for €8.8 billion refers to the sale of receiv-
ables and securitization transactions. The average interest rate is
lower than 3%. The maturity schedule for this debt (which generally
58
tracks the due date of the receivables sold) is as follows: €5.3 billion in
2011 and €3.5 billion between 2012 and 2015.
The consolidated debt structure by interest rate and currency is sum-
marized in note 26 to the consolidated financial statements.
As to the structure of interest rates by maturity, calculated on total debt
outstanding on 31 December 2010, the weighted average interest rate
for debt maturing in 2011 was 4.5%.
Detail of interest (income and expense).
Whereas note 9 to the consolidated financial statements reflects also
income and expenses related to the financial services companies, in-
terest and other financial income, amounting to €133 million in 2010,
consisted essentially of interest on trade and financial receivables, in-
terest on tax credits and the like.
Other interest and financial expenses, amounting to €566 million euros
in 2010, consisted of expenses related to securitization and receivable
sale transactions, as well as interest on loans with non-banking coun-
terparties, charges related to the discounting of provisions to present
value, taxes on financial transactions and other charges.
What are the details of your tax credits (changes in the past three
years, statutory and effective taxation and tax rates by geographical
area).
Note 19 to the consolidated financial statements shows that current tax
receivables amounted to €770 million at 31 December 2008, €674 mil-
lion at 31 December 2009 and €905 million at 31 December 2010.
59
As shown in note 1 to the consolidated financial statements, income
taxes calculated at the statutory tax rate amounted to €352 million
while actual current income taxes amounted to €829 million.
Disclosure of the effective tax rate by geographical area under IFRSs
is not required. The Group’s effective tax rate was 47.9%.
Are either the Company or the members of the Board of Directors
planning to make a donation to the victims of the catastrophe in Ja-
pan?
Following the natural catastrophe that hit Japan, FIAT S.p.A. decided
to make a donation of €100,000 to the Red Cross, to support relief op-
erations. Moreover, the Group undertakes to match any sum collected
by its employees to support this humanitarian cause.
Why don’t you propose to use the dividends attributable to treasury
shares to increase the dividends on the remaining shares?
Profit attributable to treasury shares, as indicated in the proposed profit
distribution, is going to be allocated to retained earnings.
In addition to being in keeping with the law and customary practices,
this approach makes it possible for the board of directors to set the
amount of dividends without resorting to adjustments at a later stage,
based on the number of treasury shares held by the Company on the
record date.
Common representative of savings shareholders (Why is he not identi-
fied in the documents and there is no area on the web site? How has
60
this fund been used so far? What type of communication and collabo-
ration takes place with this representative?)
The common representative’s name (Mr Aldo Milanese) is indicated in
the annual report on corporate governance - in the section on general
meetings for the different classes of shareholders – and in the section
on common representatives on page 20.
The web site provides information on the special meetings held in the
past years.
The fund is normally used to cover the expenses related to the fees
payable to the common representative and to the general meetings.”
During the presentation many participants protested for the time de-
voted to answer questions submitted before the AGM and the chair-
man specified that:
at the beginning of the meeting, participants had been invited to ask
questions of general interest, which might help to form opinions on the
basis of adequate information through short and pertinent addresses;
all shareholders had been given the chance to ask questions in writing
before the meeting;
in future, if possible, written answers would be given and a way would
be found to limit the answering time;
today’s questions would be answered as required by law while matters
would be reassessed, with respect to next year.
61
At the end of the presentation, the chairman thanked Mr Carlo
MOSCHIETTO and his team for preparing the answers to the
questions received.
Then, the chairman gave the floor to the CEO, Sergio MARCHIONNE,
who answered the shareholders’ questions as follows:
To (shareholder) BORLENGHI he replied that:
concerning the 2011 growth forecasts for the two Groups, all the
objectives set out in the FIAT Group’s five-year plan of 21 April 2010
were confirmed;
in particular, for 2011 FIAT expected revenues of approximately €37
billion (up 3% on 2010) and operating profit somewhere between €0.9
and €1.2 billion; for the same year FIAT Industrial expected to
generate approximately €22 billion in revenues (up 3% on 2010) and
operating profit somewhere between €1.2 and €1.4 billion.
To (shareholder) RAGNI he replied that:
In 2010 Iveco saw its sales increase by 10,000 vehicles sold in Africa,
with an increase of over 20% compared with 2009; Iveco’s strategy is
based on the sale of vehicles manufactured by the Iveco joint venture
in China to meet the competition of vehicles manufactured in the Far
East.
To shareholders RAGNI and BENOFFI GAMBAROVA he replied that:
FIAT was strongly committed to the Russian market, where it intends
to continue to expand its activities through a project to localize the
production and distribution in the country of cars and commercial
62
vehicles; a plan had been submitted to the Ministry of Economic
Development for the creation of a plant capable of manufacturing
300,000 vehicles a year, in accordance with the new requirements for
industrial assembly established by the Russian federation; the plan is
based mainly on the manufacture of C and D segment cars, SUVs and
light vehicles under the FIAT and Jeep brands; as already noted,
partnership opportunities with local companies were being
investigated.
To (shareholder) BENOFFI GAMBAROVA he replied that:
In 2010 La Stampa improved significantly its operating performance;
within the context of the Group, such results are lumped in under
“other assets”.
To (shareholder) SPERBER he replied that:
the AGMs of both companies would be held on dates close to each
other; as always, both AGMs would cover events related to both
Groups both in Italy and in the world.
To (shareholder) ANTOLINI he replied that:
the dividend payable on ordinary shares was in keeping with the
Company’s policy in the area approved for this year by the board of
directors, which called for the distribution of approximately 25% of net
consolidated profit;
the previous year’s dividend, which was higher, had taken account not
only of the 2009 results but also of the 2008 profit, out of which no
dividend had been paid on account of the financial crisis.
63
To (shareholder) BAVA he replied that:
FIAT S.p.A. did not make any donation to the Department of
Economics of the University of Turin;
Net debt of approximately €2 billion reflected only net debt of the
industrial activities; the financial statements provided all the details of
the Group’s total gross indebtedness which, at 31 December 2010,
stood at approximately €31 billion; this amount included the debt of the
consolidated financial services companies, totaling €15.233 billion;
sums due from jointly controlled financial services companies and
intersegment receivables did not affect the above gross indebtedness.
To (shareholder) PARIANI he replied that:
as far as FIAT’s Italian plants in Casino and Melfi were concerned,
there was no rush to act; both manufacture models that sell well, but
the plan’s development requires long-term planning; that is why
specific plans had been made and the Company was already working
on future architectures;
as to the former Bertone plant in Turin, which had for many years been
under the extraordinary wages guarantee fund program, a plan to
resume manufacturing and to turn around the site was ready for
implementation, if the guiding principles of the Mirafiori agreement
were recognized and accepted also by its workers; the plan had been
illustrated during a meeting at the Industrialist Union of Turin on 15
February 2011 and had been further discussed on 28 February 2011
and 22 March 2011;
64
as to the plant in Termini Imerese, manufacturing would be
discontinued as scheduled by the end of this year; within the scope of
the program agreement, the FIAT Group would determine, in
cooperation with the other parties to the agreement, the competent
authorities and the beneficiaries, the timing and manner of disposal of
the plant, subject to the effective redeployment of all its workers;
the explanation of the allocation of the €20 billion investments as
illustrated during the hearing at the Chambers of Deputies on 15
February 2011 was to be considered adequate;
with respect to the opening of the Alfa Museum, the Italian Ministry of
Cultural Activities and Heritage had issued a measure with a set of
extensive restrictions on the building, the collection and the archive;
FIAT had appealed against this measure before the Regional
Administrative Court (TAR) of the Lombardy region; currently the
Museum was temporarily closed due to maintenance; different plans
were being reviewed which, however, had to be submitted to the
Ministry for approval before work could start;
regarding the possibility to avoid the relocation of the Alfa technicians
to Turin, and to apply the exceptional wages guarantee fund (“CIG in
deroga”) , the Company had no objection to the Region’s recognition of
the exceptional wages guarantee fund; in this case there would be
more time available to find alternative solutions for workers that cannot
relocate.
To (shareholder) FIORITO he replied that:
65
FIAT disclosed repeatedly its 2010-2014 industrial plan and there was
nothing to be added to what had already been illustrated at the hearing
at the Chamber of Deputies on 15 February 2011.
To (shareholder) RADAELLI he replied that:
with reference to the terms next to the companies’ names in the list of
investees “business FGA e business FPT Industrial” there are certain
companies that engage in several businesses and their performance
affects different segments; segment reporting by the Group is
consistent with IFRS 8;
key financial data prepared in accordance with accounting standards
different from those adopted to prepare the consolidated financial
statements are attached in accordance with the law;
to prepare the consolidated financial statements, all of the Group’s
subsidiaries prepare financial statements in accordance with IFRSs;
the accounts of associated companies reported in the consolidated
accounts are also prepared in accordance with IFRSs;
companies defined as industrial engage in manufacturing, commercial
or service provision activities; holding companies do not engage in
industrial operations but manage their portfolio companies;
the FIAT Group buys insurance to cover its risks of damage and loss
of its assets against fire, natural events and several ancillary accidents
or accidents occurred during transportation; furthermore insurance is
bought to cover the various cases of third-party liability which FIAT
may incur in carrying out its operations; all of the above, and the
66
relevant cost, takes account of the insurance market situation and the
Group’s policy on risk retention;
in 2010 FIAT S.p.A. had written off receivables for €72,000, while the
FIAT Group had written off receivables for a total of €271 million, of
which €123 million related to trade receivables;
the fiscal year- end of all the companies included in the scope of
consolidation was 31 December, except for the cases indicated in note
16;
ten companies had been discontinued in 2010: CNH Capital Races
LLC, Fiat Auto Dealer Finance SA., Ferrari San Francisco, SouthSide
New Holland Inc., Powertrain Industrial Services S.r.l., Automotive
Lighting Electroform Canada, Comau A.G.S., Consorzio Conforma,
SCI La Mediterraneenn and Transolver Services GmbH.
The chairman gave the floor to shareholders to respond.
Mr. Pietro BECHERE (shareholder)
remarked that at 31 December 2010 the Group showed indebtedness
for €31 billion, bonds outstanding for €11 billion, which must be repaid
at maturity, and bank borrowings for €4.9 billion;
he noted a large difference between the €20 billion in investments and
the €15 billion in liquidity;
he pointed out that Mr. MARCHIONNE had said that he can find the
money by selling cars and that there were rumors whereby – in the un-
fortunate case that sales failed to materialize – FERRARI might be
sold; he recommended that JUVENTUS or the investment in RCS be
67
sold instead or that Alfa Romeo be sold, in a couple of years, to
Volkswagen which, despite the crisis, was highly profitable, even
though its salaries are 60%-70% higher than Italian salaries; he added
that in Germany there was only one trade union;
he was of the opinion that that the predominance of German sedans
should be attacked because money can be made also with bigger
cars;
he felt that to achieve growth and sell more cars it would be necessary
to focus on improving the quality of the product and, consequently,
R&D, technological innovation and the motivation of all employees;
he was of the view that it is much more important for employees at
every level to know where the Company is going and what its condi-
tions are so that everything could be shared;
he thought that employees should be involved and their awareness
should be raised because in the past few years attitudes toward work
have changed – he thought for the worse – and this because political
types and trade unions had turned Italy into a “large bordello”, he said
quoting Dante.
Mr. Marco Geremia Carlo BAVA (shareholder)
anticipated his conclusion by advising the chairman to resign and to
select a worthy successor in the family between Eduardo TEODORANI
FABBRI and Alessandro NASI, as he felt that his lack of sensitivity for
what had happened was to his discredit;
68
he believed that the financial statements should not be approved be-
cause they do not provide a true view of the liquidity on hand;
he remarked that, based on one of the answers provided, it appeared
that the liquidity was not cash and bank deposits but was in the form of
investments more or less readily convertible into cash, thus affirming
that, in his opinion, the financial statements were not truthful;
he advocated a vote against the approval of the financial statements
also to dissent against the merger of FIAT into Chrysler, which the
chairman is planning to do under the influence of the CEO, confirming
his disagreement with this transaction and refusing to put his seal on
this deal;
he reminded everyone that, several years earlier, the trade unions had
lionized MARCHIONNE and asked their members to participate more
actively in the shareholders’ meetings;
he asked the chairman whether he endorsed the answers given by the
Chief Accounting Officer.
As the time available to him ran out, the shareholder continued his
address with the microphone off.
Mr. Mario BARNI(shareholder)
felt that the way the meeting had been run was to MARCHIONNE’s
discredit and was offensive for all the shareholders: on the one hand
the time available for shareholders to speak had been reduced from 12
minutes five or six years ago to only five minutes this year and, on the
other, shareholders had been forced to listen to the reading off of a
69
long sequence of topics that were 99% unrelated to financial state-
ments, even though the chairman had requested formally to refer sole-
ly to them;
he surmised that (shareholder) BAVA was paid by FIAT’s board of di-
rectors to derail the meeting;
he said that he attended the AGM to protect his interests in FIAT,
which are not that little for him, even though he was a small share-
holder;
Mr. Ferdinando MALLAMACI (shareholder)
complained that the time available kept getting shorter and thought
that, if things did not change, there would be a time when the AGM
would be nothing more than an informal get together where people
drop by just to say hello;
he reported that he had only one share but with a large sentimental
value;
he noted that he had worked for 8-9 years as a blue-collar worker at
FIAT, on the lowest rung of the ladder, and said that he had given
FIAT his everything: thus, he had developed a bond with FIAT, even
though now it travelled in the cosmopolitan empyrean;
he was sorry that MARCHIONNE - originally from the Abruzzi region,
thus a southerner like him, from Calabria – did not even bother dignify
him with an answer;
he tells about when, many years earlier, had said to the chairman’s
grandfather that the alliance with General Motor was a dud and reiter-
70
ated that Chrysler would be even worse because the dollar was ex-
periencing a phase that would turn it into worthless paper while China
is minting gold coins;
he encouraged the management to invest in the Third World to save
the company and said that Chrysler is a dead man walking that will
drag FIAT down with it.
As the time available to this shareholder ran out, the chairman asked
the next shareholder to step up to the microphone.
Mr. Giuseppe FIORITO (shareholder)
said he completely and highly dissatisfied with Mr. MARCHIONNE’s
answers;
he shared the idea expressed by the other shareholders that the mer-
ger with Chrysler should not be carried out because two crippled com-
panies do not make a healthy one; he said that MARCHIONNE had
taken over a failed company, Chrysler, which was 63% owned by em-
ployees and trade unions;
he noted that in Italy, in 2010, FIAT had manufactured 561,000 cars
and reminded everyone that, according to the plan that Mr.
MARCHIONNE had illustrated to the Parliament, total car output in It-
aly was expected to amount to 1,650,000 units by 2014;
he doubted that the output could go from 561,000 to 1,650,000 cars,
after the company closed Termini Imerese, opened a conflict with Po-
migliano, Mirafiori, Melfi and with all the other plants and was about to
71
open a conflict with Bertone, saying that he would not be fooled by Mr.
MARCHIONNE;
he said that MARCHIONNE’s plan had no legs and that even Massimo
MUCCHETTI, deputy editor of Corriere della Sera, often doubted its
credibility;
he noted that 100,000 Alfa cars had been sold and that Alfa sold an
equal amount of cars in 1970;
he encouraged the management to sell Alfa to Volkswagen while there
is still time and before the brand dies.
Mr. Giovanni ANTOLINI (shareholder)
pointed out that, as far as fiscal year 2011 was concerned, responsibil-
ity did not rest with the old board of directors but with the new boards
of FIAT Industrial S.p.A. and FIAT S.p.A., which were now in charge of
setting company policies for the future;
he noted that, based on the material available to him, it would appear
that the Group had already determined that ordinary shareholders
would continue to collect a clearly reduced dividend; he did not agree
with this choice and specified that it was not the duty of the current go-
vernance bodies to set future company policies, which was instead a
shareholder prerogative.
he asked management to review these choices.
Mr. Franco BENOFFI GAMBAROVA (shareholder)
thanked for the answers on Russia and La Stampa, for which he was
satisfied;
72
he was still waiting for some words in memory of GHIDELLA, who had
been a great FIAT executive.
Mr. Marco Geremia Carlo BAVA (shareholder) prompted a round of
applause in that respect.
As no one else asked to speak, the chairman closed the discussion
and moved to vote the proposal to approve the financial statements
and the allocation of 2010 profit, specifying that the voting session
would be held through the TELEVOTO system as per the instructions
projected on the screen.
He then announced that the voting was open and that it was possible
to vote by pressing one of the following buttons:
. F for votes in favor
. A to abstain
. C for votes against
He instructed shareholders that, after checking the display to verify
that the vote recorded was correct, it was necessary to press the OK
button for the vote to be recorded.
He also instructed that proxies or trustees that needed to differentiate
votes were asked to do so at the assisted voting booth.
Upon completion of the voting, the Chairman confirmed the results.
The financial statements and the proposed allocation of 2010 profit
were approved by a majority with:
535,994,958 votes in favor;
73
57,076 votes against;
15,037 abstentions;
22,010 shares not voted
The list of shareholders participating in the general meeting, who voted
in favor, against, abstained or did not vote, with the respective number
of shares held, is shown in the list of the AGM’s participants
(Attachment D).
On item
2. Authorization for the purchase and disposal of own shares,
the chairman reminded everyone that no shares were repurchased
under the authorization renewed on 26 March 2010, as the buyback
program had been suspended; however, in order to maintain the nec-
essary operational flexibility over an adequate time period, and in con-
sideration of the fact that the current shareholder authorization would
expire on 26 September 2011, he specified that renewal of the authori-
zation was requested, taking into account the limit of the maximum
amount set by shareholders at the general meeting of 16 September
2010;
he said, in essence, that shareholders were being asked to revoke the
authorization granted on 26 March 2010, as amended, and grant au-
thorization for the next 18 months to:
. the purchase, also through subsidiaries, of a number of shares not
exceed the legally established percentage of share capital;
74
. pay a maximum price that would not exceed 10% of the reference
price quoted on the stock exchange on the day prior that of the pur-
chase;
. maintain reserves available for the purchase of a maximum aggre-
gate amount of €1.2 billion, including existing reserves for own shares.
Moreover, he specified that authorization was sought to dispose of
own shares in the Company’s best interest, as permitted by law, in-
cluding servicing existing and future incentive plans for directors and
executives, all in accordance with the procedures outlined in the mo-
tion of board of directors distributed to attendees (Attachment B).
He stressed that currently FIAT S.p.A. held 38,568,458 own shares,
amounting to 3.02% of share capital, while subsidiaries held no FIAT
shares.
Thus, he opened the floor for discussion on the second item on the
agenda and reminded everyone that addresses should be short and
pertinent and that speakers should limit themselves to five minutes and
two minutes for replies, which should comprise also any voting decla-
rations.
He also specified that at the end of the maximum amount of time, the
floor would automatically pass to the next shareholder in the order
booked. He informed the audience that a brief alarm would signal
when only one minute remained.
A summary is reported below.
Mr. Giovanni ANTOLINI (shareholder)
75
said that the cancellation of the resolution adopted and a new resolu-
tion to authorize a share buyback would have repercussions on the
dividend policy;
he felt that ordinary shareholders, who would get trampled over with
the dividend policies, had nothing to gain by authorizing the adoption
of this resolution and, as such, would not be interested in passing such
a resolution;
he acknowledged that the resolution proposal was compliant with the
laws on share buybacks;
he remarked that a share buyback program is very important when the
share is under pressure, and the purchases support its price, and
wondered whether at a time when the share is rising on its own it
would not be a good idea to sell some of those held in treasury to gen-
erate cash;
he stressed that large financial institutions use highly sophisticate trad-
ing software and can plan buying and selling activities at great speed,
transmitting orders within nanoseconds;
he wondered whether the Company was equipped to compete with
these global operators in such a way as not to incur unduly large
losses;
he suggested that no share buyback should be undertaken unless
there was a way that the Company could benefit from it.
Mr. Marco Geremia Carlo BAVA (shareholder)
76
Reminded everyone that the chairman’s grandfather, at the time of
MONTEDISON’s takeover, famously commented: “to err is human to
persevere diabolical”;
he did not understand why the Company insisted in buying its own
shares back, when the ones held in treasury cost already around €200
million;
he thought that FIAT really needed to review its strategy;
he stated that the system devised by Mr. MARCHIONNE to increase
debt, to finance debt with liquidity, is very dangerous, adding that he
did not know whether this system was followed by other car manufac-
turers;
he remembered that he had met Mr. MARCHIONNE when he came to
Turin in 2004 and, talking about cars, told him that they have to have a
soul; he said that that is exactly what Mr. MARCHIONNE did not un-
derstand about cars, encouraging him to let other manufacture them;
he suggested that more room should be given to employees who had
been the cornerstone of that manufacturing process that had made
FIAT great in the past one hundred years, instead of spending money
to buy back shares and for similar things;
he assured that Mr. AGNELLI would have never allowed anyone to do
what Mr. MARCHIONNE is doing with the unions and the employees
and said that he was quite confident in saying that because he knew
Mr. AGNELLI well enough;
77
he encouraged Mr. MARCHIONNE to lay a different groundwork with
FIAT workers, establishing rules to which workers would submit volun-
tarily;
he felt that the cancellation of breaks should be proposed and might be
voluntarily accepted by younger and stronger workers who want to
make more money;
he believed that it is unthinkable in a democracy for a company to be-
gin a conflict between company and trade unions, citing Gustavo
ZAGREBELSKY’s opinion to support his own; he said that it was in-
conceivable even that Mr. MARCHIONNE would take Chrysler models
and change their brand name; he said that he had worked for years
with DI GIUSTO, who was the head of the Style Centre, and thought
that he would have never accepted such a thing;
he remembered DI GIUSTO’s courage in the years when the Multipla
was built, a product that was so leading-edge that ended up in the Mu-
seum of Modern Art in New York.
As the time available to him ran out, Mr. BAVA continued his address
with the microphone off.
Mr. Franco BENOFFI GAMBAROVA (shareholder)
noted that the previous address had no pertinence whatsoever with the
items on the agenda;
he was totally in favor of the buyback, a customary practice for the
world’s main companies, as it means that companies believe in them-
78
selves, invest in themselves and have shares available for incentive
plans, which are sacrosanct and extremely useful;
he had no doubt that it would be appropriate to give directors the au-
thority – though not the obligation – to carry out the buyback, without
any speculative intention but just to have shares available.
Mr. Giuseppe MARGARONE (shareholder)
Noted that he was among those who had advocated a reduction of the
time available to shareholders for their addresses, because things that
have to be said – whatever they are – can be said in two minutes, if
one really intends to be listened to; he remarked that when addresses
are too long – even when the things said are right – nobody listens and
they become a nuisance;
he wanted to say something that is funny, insensitive and provocative
at once: he hoped that the buffet had a bit more food, since this looked
like was going to be one long meeting;
he said that he was against the share buyback for many reasons,
which however he did not want to dwell on;
he stressed that the amount of FIAT’s treasury shares represented 3%
of share capital and though that this was a very high percentage;
he manifested all his appreciation for the work well done by the man-
agement and all his respect for its members, giving recognition to Mr.
MARCHIONNE for all the good things that he had done, including un-
expected things, and said that he was surprised beyond his expecta-
tions;
79
he said that being in this AGM and talk about encouraging numbers
felt like science fiction;
he reiterated that he was against the share buyback because manag-
ers were already being paid enough, though perhaps less than what
they are worth;
he felt that if the managers want shares they have to buy them in the
open market;
he underscored that Mr. MARCHIONNE should be praised by every-
one but believed also that his best reward was that he could save
thousands of jobs and families, wishing him much success;
he invited Mr. MARCHIONNE to remember once in a while that there
are less fortunate people who work in the factory, who make sacrifices:
thinking about them, every now and then, would not be inappropriate;
he was of the opinion that, concerning Mr. MARCHIONNE’s approach,
everyone does things his or her own way and the fact that he does not
like being contradicted may or may not be a good thing;
he noted that there will not be another chance and that Mr.
MARCHIONNE has to be trusted, though he should remember also
those that are less fortunate and should not think solely about the
Company’s interests, which should still take centre stage;
he thanked Mr. MARCHIONNE for what he did and would do; he re-
ported that he owned mostly savings shares;
he noticed that everyone had something to say and wondered where
the representative of savings shareholders was and how it was possi-
80
ble that he did not have any question to ask or any praise or criticism
to make.
Mr. Mario BARNI (shareholder)
was of the view that the wording of the item on the agenda was incom-
plete, generic as reference was made to purchase and disposition of
shares, asking whether “disposition” means “sale”;
he asked whether the resolution was meant to authorize the sale of 19
million shares in stock options at €9 to the CEO or whether it was
meant to buy and sell shares so as to engage in trading;
he said that the proposal did not indicate any number: it was not speci-
fied how many shares were involved, or what should be done with
them, but only that these could not be sold or purchased at a price
higher than that on the last trading day;
he felt that the shareholders had shown a substantial ability to endure
and keep quiet during the current meeting and that, in his opinion,
there might even be ground for invalidation as two shareholders talking
at the same time was something unheard of;
he said that if he had had ten minutes available his address would
have been different;
he asked again whether Mr. BAVA was paid by the board of directors
to continue to be a nuisance, wondering how long the meeting would
have lasted if every shareholder had sent even just one question in
advance;
81
he said that everyone knew that to approve the financial statements it
was enough to have around ten people attend the meeting, as every-
one else did not count and asked in any case not to offend the dignity
of the latter.
Mr. Ferdinando MALLAMACI (shareholder)
reiterated that he only owned one share and that he was sentimentally
attached to it;
he said that he had voted against, together with a small group account-
ing for 0.5% of share capital;
he remembered that another shareholder – much more important be-
cause he owned many more shares – had said that in a meeting 10
people are enough to decide everything and that everyone else did not
count; he wondered what kind of democracy this was and stated that
this had turned out to been empty ritual, a meaningless travesty;
he felt that the ten people who decide everything want just the shade
of a democracy which, in effect, is absent;
he reiterated to MARCHIONNE that Chrysler is not better but worse
than General Motors and that this would be seen very soon and asked
him to get rid of it sooner rather than later; he was of the opinion that
Chrysler would go down with everything else, that there would be
again people jumping out of windows like in 1929 and that the 1929
crisis was not something that could not take place again;
he thought that even if those who voted against accounted only for
0.5% of share capital, FIAT had broken its bond of trust with the peo-
82
ple of Turin, Piedmont, Italy and wondered what the meaning of voting
in favor or against a certain resolution was when there was no mutual
trust anymore;
he said that, in his opinion, MARCHIONNE was right in thinking that
CGIL and FIOM were “losers”;
he remarked that the masters of the world were unleashing a hurricane
in the Mediterranean: there would be a cataclysm that will bring 5 to 10
million people on Italian shores and those coming from Tunisia and
Libya were just a small foretaste of what is coming; the consequence
of this substantial migration flow would be the collapse of labor cost;
he asked FIAT’s management to break loose from America and bet on
China, India and even Africa;
The chairman moved to vote the proposal under the second items on
the agenda.
Mr. Marco Geremia Carlo BAVA(shareholder)
noted that no time was allotted for replies.
The chairman stressed that there had been no questions that war-
ranted replies but he granted the time for replies anyway.
Mr. Marco Geremia Carlo BAVA (shareholder)
felt that the share buyback should not be approved because techni-
cally this would result in a decrease of equity and because, in fact, the
Company would buy shares to be given to MARCHIONNE for free;
83
he asked the shareholders whether Mr. MARCHIONNE deserved a gift
of 4 million shares over the next few years more than FIAT’s workers
deserved more dignity and higher wages;
he asked whether, without workers, Mr. MARCHIONNE would be able
to make one car;
he affirmed that if workers had been laid off it was because Mr.
MARCHIONNE had gotten the business plans wrong and FIAT did not
want to develop innovative models;
he remarked that Mr. MARCHIONNE had postponed the launch of new
products until the demand picked up again and said that he had to take
the opposite course of action, as you need new products when de-
mand is low; in fact, when demand is high there is no need for new
products: this is attested by Volkswagen and by KIA as well, which
climbed from the bottom of the table league to become one of the four
largest European manufacturers.
As the time available ran out, the shareholder continued to speak with
the microphone off.
Mr. Ferdinando MALLAMACI (shareholder)
disapproved of the method of the shareholder Mr. BAVA, of whom he
is a friend, but he disapproved even more of the method adopted by
the chairman who lets two people speak simultaneously, one with the
microphone and the other without;
he said that he had the impression of disruption, lack of stewardship,
which does not reflect well on the management’s ability to manage;
84
he maintained that the management was unable to run a well-ordered
meeting while it should create a favorable and pleasant climate, with-
out adoptive coercive practices against BAVA;
he affirmed that if BAVA was wrong the chairman was even more
wrong because he was unable to bring order;
he asked what method the chairman adopted that, even though he had
received objections, he had allowed voting to take place without giving
any answer, leaving shareholders to answer to themselves;
he thought that this method confirmed what he had already said, i.e.
this is a clear case of decadence and lack of mutual respect, which
would impact negatively the life of FIAT, Turin, Piedmont and Italy;
he reiterated that masses of North-Africans would come and that
MARCHIONNE would be proven right because the cost of labor would
collapse below zero.
As no one else asked to speak, the chairman closed the discussion
and moved to vote the proposal to approve the purchase and holding
of treasury shares, specifying that the voting session would be held
through the TELEVOTO system as per the instructions projected on
the screen.
He then announced that the voting was open and that it was possible
to vote by pressing one of the following buttons:
. F for votes in favor
. A to abstain
. C for votes against.
85
He instructed shareholders that, after checking the display to verify
that the vote recorded was correct, it was necessary to press the OK
button for the vote to be recorded.
He also instructed that proxies or trustees that needed to differentiate
votes were asked to do so at the assisted voting booth.
Upon completion of the voting, the Chairman confirmed the results.
The proposal was approved by a majority with:
475,325,256 votes in favor;
60,497,626 votes against;
5,941 abstentions;
15,769 shares not voted.
The list of shareholder participating in the general meeting who voted
in favor, against, abstained or did not vote, with the respective number
of shares held is included in the list of shareholders participating in the
meeting (Attachment D).
On item
3. Appointment of Independent Auditors,
the chairman specified that, as indicated in the board of directors’ mo-
tion distributed to attendees (Attachment “C”), the board of statutory,
for the reasons outlined, proposed the appointment of Reconta Ernst &
Young S.p.A. for the 2012-2020 nine-year period, for a total of ap-
proximately €52.5 million, plus reimbursement of regulatory fees and
expenses, with the relevant yearly adjustments.
86
He then opened the floor for the discussion of the third item on the
agenda, reminding everyone of the procedure and the time allotted to
the addresses.
A summary is reported below:
Mr. Marco Geremia Carlo BAVA (shareholder)
was of the opinion that the auditors were going to have to work very
hard on FIAT because, based on his experience in the area of financial
statements, FIAT’s was very strange: they contained a lot of useless
data while on certain topics less than full disclosure was provided;
he complained that many of his questions had gone unanswered,
including that on the details of costs of goods sold;
he said that the financial statements were very hard to understand and
that the company interpreted the questions asked as it saw fit;
he pointed out that debt, net of financial receivables outstanding with
financial services companies, was reported at €31 billion and not €2
billion and is shown on a net basis, not gross;
he noted that total loans to the dealership network supported by FGA
amounted to €16 billion, and asked what the gross amount was;
he asked why the financial statements did not disclose how liquid
assets were employed at 31 December 2010, whether in cash, bank
deposits or fixed-term or short-term instruments;
he said that he thought that the comment on the liquidity was unusual
and calculated that the interest rates indicated – 2% for interest rates
earned and 5% for interest rates paid – cannot be on average 5%; in
87
fact, he noted that, overall, interest expenses for 2010 amounted to
€1.7 billion on debt of €31 billion, reflecting an average interest rate of
5.4%, and wondered how it could be that only €15 billion pay such
interest rate while the other €15 billion pay a higher interest rate, with
the result that the average should be higher.
As the time available ran out, the shareholder continued to speak with
the microphone off.
Mr. Ferdinando MALLAMACI (shareholder)
was asked to speak; as (shareholder) BAVA continued his address,
Mr. MALLAMACI requested that order be restored as he did not want
to fight to speak.
The chairman
specified that a modus operandi had been established and that it was
not a matter of “fight” but civility.
Mr. Ferdinando MALLAMACI (shareholder)
refused to engage in a mutual fight with the shareholder who was
continuing to speak;
he asked the chairman, considering that it was necessary to speak one
at a time, to restore order as he would not speak under conditions that
he thought were humiliating.
The chairman
acknowledged Mr. MALLAMACI’s right not to speak but he reminded
everyone that there are rules of order;
88
he said that shareholder BAVA is not “speaking” but was “creating
background noise” and that shareholder MALLAMACI had the
possibility to speak with the microphone and, accordingly, asked him to
proceed.
Mr. Ferdinando MALLAMACI (shareholder)
stated that a chairman worthy of that name should bring the meeting to
order, by fair means or foul: if the chairman used fair means he would
be appreciated by all; if he used foul means he may not be appreciated
by all but at least he would bring some order;
he proposed a motion to determine whether the chairman was equal to
the task of managing a meeting in an orderly manner and wanted this
to be put to the vote, stating that, in his opinion, he was not;
he thought that the chairman allowed chaos to set in so that he could
do whatever he liked unchecked and considered this to be improper
and contrary to shareholders’ interests;
the chairman
brought the meeting to order and requested that the discussion
proceed.
Mr. Ferdinando MALLAMACI (shareholder)
in connection with the audit said that it was a “a revolving door” always
swirling with “friends of friend” and reminded everyone of the demise of
Lehman Brothers, even though its accounts had been audited;
he asked all shareholders, including the largest ones, to pay attention
as there is always a “bad cop good cop” game where false accounts
89
were signed off and there was the risk that things would not be
discovered until it is too late;
he said that no confidence should be put in the accounts, the share
buyback and the auditing firm, and did not consider the auditing firm
really independent as they should be.
The chairman invited shareholders to reply.
Mr. Marco Geremia Carlo BAVA(shareholder)
Said he was sorry that a simple technical consideration had become a
personal criticism;
he remembered that in 1998 he had argued with the chairman’s
grandfather on his appointment on the FIAT board of directors and that
he had suggested, as he had done for his uncle Edoardo, that he
should not join the board because he was too young;
he was sorry that at this time the chairman was not using his own head
- young and independent – to manage a Group that really needed an
innovative approach.
Mr. Ferdinando MALLAMACI (shareholder)
noted that the number of attendees decreased and was of the opinion
that this was going to be one of FIAT’s last meetings;
he said that he did not have the same lack of confidence in the
chairman as that professed by (shareholder) BAVA or by others but
asked the chairman to pay a lot of attention to the auditors who, in his
opinion, are in the hands of someone who can certify whatever he
wants.
90
As no one else asked to speak, the chairman ended the discussion
and moved to vote the proposal to appoint Reconta Ernst & Young
S.p.A. as the independent auditor for the nine-year period 1 January
2012 – 31 December 2020 in accordance with the terms and
conditions proposed by the board of statutory auditors, specifying that
votes would be cast on the basis of the instructions projected on the
screen.
He then announced that the voting was open and illustrated the proce-
dure.
Upon completion of the voting, the Chairman confirmed the results.
The proposal was approved by a majority with:
535.709.739 votes in favor;
87.349 votes against;
9.107 abstentions;
1 share not voted.
The list of shareholder participating in the general meeting who voted
in favor, against, abstained or did not vote, with the respective number
of shares held are shown in the list of participants in the meeting (At-
tachment D).
There being no other items on the agenda, the Chairman declared the
meeting adjourned at approximately 3:45 p.m.
The following attachments form an integral and substantive part of the
minutes:
91
. under letter “A” the text of the address of the Chief Executive Officer,
. under letter “B” the motion of the board of directors on the second
item on the agenda,
. under letter "C" the motionof the board of directors on the third item
on the agenda, containing the proposal of the board of statutory audi-
tors,
. under letter "D" a list of participants in the general meeting, for their
own account or attending as proxy, with an indication of the respective
number of shares and, for each vote, whether they voted in favor,
against, abstained, or not voted.
The Chairman
Signature
(John Philip ELKANN)
The Secretary Signature
(Ettore MORONE)
Attachment “A”
Fiat S.p.A. – Annual General Meeting
Address from Fiat CEO Sergio Marchionne
Centro Congressi Lingotto 30 March 2011
Good morning Shareholders. In many respects, 2010 was a year of transition and, at the same time, full of significance. From a macro-economic perspective, it got off to a difficult start, with many of our markets still suffering negative effects and uncertainties stemming from the international crisis. The prospects became progressively more positive as the year unfolded with several regions exhibiting a significant recovery, although continuing to perform below pre-crisis levels. Trading conditions improved for all of our businesses with the exception of Automobiles, where performance was impacted by the phasing out of eco-incentives in many European countries. In this market environment, Fiat demonstrated its capacity to respond effectively and decisively to economic cyclicality. We implemented rigorous cost containment measures, where necessary, while taking advantage of the recovery from the very early stages. As a result, we closed 2010 firmly in positive territory – as I will show you in a moment – and significantly ahead of our targets, which had in fact been revised upward at the end of the 3rd quarter.
2
But 2010 was a landmark year for Fiat, above all, because of an historic decision that marked the beginning of a new chapter for the Group.
As you know, this is the last AGM for the Fiat that you have known until now: a conglomerate of industrial businesses with very different characteristics. The aim of the demerger – which was the object of the extraordinary general meeting in September – was a strategic refocusing based on the industrial and commercial affinity of the various businesses to ensure them the necessary autonomy and efficiency. This has resulted in the creation of two distinct groups, Fiat and Fiat Industrial, each now free to choose the best course for its development. Now let me present our results for 2010, together with an overview of the new Fiat and Fiat Industrial and their respective outlook and targets for the next few years.
3
This slide gives a clear snapshot of what we accomplished in 2010. For every one of the key indicators, the result was significantly ahead of the target set at the beginning of the year. Revenues were up more than 12% to €56 billion, with the increase being more marked for Fiat Industrial. Trading profit doubled to €2.2 billion and trading margin reached 3.9% with all businesses contributing positively. The bottom line was once again positive at €600 million. Net industrial debt totaled €2.4 billion, a reduction of €2.0 billion over the previous year driven by strong operating performance for all businesses and continued working capital discipline. Taking into account the effects of the demerger, the split in net industrial debt between Fiat and Fiat Industrial was €0.5 billion and €1.9 billion, respectively. The most important element, however, was the significant generation of cash, which resulted in liquidity being strengthened to nearly €16 billion, split between Fiat and Fiat Industrial on the basis of their respective funding requirements.
4
To provide Fiat Industrial the necessary financial autonomy, in December we obtained €4.2 billion in financing to cover both working capital and general funding requirements. A portion of this financing was used by Fiat Industrial, in January of this year, to repay intercompany financing from Fiat outstanding at the time of the demerger, thereby closing out the financial position existing between the two groups. Assuming the transaction had already taken place at year end, liquidity would have been higher for Fiat Group post demerger – and, consequently, lower for Fiat Industrial Group – however, with no impact on the net industrial debt of either group at 31 December 2010. In addition, at the beginning of March, Fiat Industrial accessed the capital markets with two bond issues:
- a 4-year, €1 billion bond; and - a 7-year, €1.2 billion bond, the proceeds of which were utilized to repay
€1.2 billion of the bank facility extended to Fiat Industrial. On the basis of the reported profit for the year, the Board of Directors has recommended a total dividend for all share classes of €152 million, representing approximately 25% of 2010 net profit as per the announced distribution policy.
5
Finally, significant events include an increase in our stake in Chrysler, from 20% to 25%, at the beginning of 2011 following achievement of the first of three Performance Events that will ultimately allow Fiat to achieve a 35% ownership interest in Chrysler Group.
6
This next slide illustrates the benefits that have been achieved over the past few years as a result of synergies implemented across the Group. The World Class Manufacturing program – that we began introducing at our plants in 2005 – has produced manufacturing cost savings of more than €1 billion over the last 5 years. For 2010, the 7.3% reduction over the prior year was well above our initial target. In addition to our own manufacturing plants, WCM has also been progressively extended to the plants of around 200 suppliers of Fiat and Fiat Industrial. There have also been significant efficiency gains on the purchasing front. During 2010, nearly €400 million in savings were achieved on direct raw materials purchases, exceeding our original target. Performance was flat in the 4th quarter, however, as a result of hikes in certain raw materials prices. The introduction of joint purchasing with Chrysler Group is also proceeding apace and made a positive contribution in 2010.
7
Let's now take a look at 2010 performance for the two groups on a post-demerger basis: first Fiat and then Fiat Industrial. This slide provides a breakdown of revenues and trading profit for Fiat by business. Performance for Fiat Group Automobiles was impacted by very weak trading conditions in Europe resulting from the phase-out of eco-incentives. However, the contraction in passenger car volumes was offset by an improvement in product mix, linked to a significant increase for light commercial vehicles, and the strong contribution from the Brazilian business. Luxury and Performance brands reported double-digit revenue growth. Trading profit for both Ferrari and Maserati benefited from the strong performance of new models and optimized cost structures. Components and Production Systems succeeded in leveraging the economic recovery, with revenues up 23.6% and trading profit nearly tripled.
8
A closer look at the progressive performance for Fiat Group Automobiles throughout the year shows that the fall-off in passenger car demand in Europe, beginning in the second quarter, impacted results. A total of 2,082,000 passenger cars and light commercial vehicles were delivered, representing a year-on-year decrease of 3.2%. There was a significant difference in performance between passenger cars, with deliveries down 8.2%, and light commercial vehicles, which were up 27.1%. The decline in passenger car volumes was driven by large contractions in demand in Italy and Germany for smaller and CNG/LPG vehicles. Reported deliveries for the year also included some 13,500 Chrysler, Jeep® and Dodge vehicles. Distribution of these brands through FGA's European network was initiated during the year and integration of the respective sales and after-sales service activities is proceeding according to plan. Brazil continued to make a significant contribution and FGA maintained its leadership position for both passenger cars and light commercial vehicles. Sales exceeded the record 200,000 unit mark for 2 consecutive quarters (Q3 & Q4).
9
Here is a graphic presentation of market conditions for 2010. Overall, European demand was down nearly 5% for the year, although performance was very uneven across markets. The smaller markets recorded positive performance but did not offset the overall negative trend in demand. In Germany, the first European country to completely phase out eco-incentives, demand was down 23.4% for the year. Italy was down 9% for the full year, with declines particularly significant in the second half. By contrast, in Brazil, although incentives were phased-out in the first part of the year, passenger car demand was up nearly 7% for the year. The light commercial vehicle market recorded a partial recovery over an extremely weak 2009, both in Italy and for Europe overall, but still remains well below pre-crisis levels. In Brazil, the increase was particularly high – up nearly 30% – in line with the country's overall economic performance. For 2011, we expect a general improvement in trading conditions, with the exception of the passenger car market in Europe which will be negatively influenced by declines forecast for Italy and France.
10
Nevertheless, we project that our market share will increase as a result of new model releases programmed for the second half. A modest increase in demand is expected for light commercial vehicles in Europe, where Fiat Professional will remain one of the market leaders. In Brazil, we forecast that the overall market will grow between 2% and 5% with Fiat's share remaining stable.
11
This slide provides a snapshot of where we gained and lost share in Europe during 2010. For Europe overall, FGA's market share stood at 7.5%. In Italy, share fell 30.1%, primarily as a result of the sharp contraction in demand for CNG and LPG vehicles, where we are the market leader. Excluding the impact of the drop in sales of alternative fuel vehicles, share was unchanged for the year. An analysis by brand shows good performance for Alfa Romeo, which maintained a stable level of registrations and share, despite a contraction for the market overall. This result was underpinned by the contribution of the Giulietta, which was launched in the second half of the year. Market share performance for Europe overall was also impacted by the decision to limit new product releases, given the extremely weak market conditions. New model launches are scheduled to recommence beginning in the second half of 2011. The graph on the right-hand side of this slide provides a comparison between residual values for FGA vehicles and those of our competitors. Over the past 3 years, the gap in Italy has been reduced significantly. This is attributable both to the improved quality of our products and careful management of pricing. Similar improvements have also been achieved in the UK and Germany.
12
Two of FGA's key strengths continue to be light commercial vehicles and the Brazilian business, which have historically been the two major contributors to the bottom line. Fiat Professional closed 2010 with a share of nearly 13% in Europe and double-digit increases in all principal markets. In Italy, share was 44%, representing a gain of 3 percentage points over 2009. These results were achieved on the back of the brand's full and competitive product offering, in addition to its strong distribution network. The other success story is Brazil. The market continued to grow at a brisk pace, reaching a record 3.3 million units in 2010. Fiat had an overall share of 22.8% for 2010, making it the market leader for 9 consecutive years. In the light commercial vehicle segment, we held a very substantial 8 percentage point lead over our closest competitor. In December, we announced the construction of a new plant in Pernambuco, in north-east Brazil, which will have initial production capacity of 200,000 vehicles per year beginning in 2013.
13
This project will consist of an investment of BRL 3 billion and forms part of Fiat's overall commitment to Latin America for the 2011-2014 period.
14
One of the issues we spoke about last year – and which we are working to resolve – is the level of capacity utilization at our plants in Italy. The gap with FGA's other European plants is evident and for the past two years our Italian plants have been operating substantially under capacity. Based on the Harbour definition, utilization last year was 54%. Calculated on technical capacity, we only achieved 37% utilization. For our other European plants, the utilization rate based on those two methods was 126% and 78%, respectively. During 2010, we took important steps toward achieving the greatest operating flexibility possible for our plants and securing their future. The agreement reached with labor unions in relation to our Pomigliano plant will enable us to begin production of the new Panda in the second half of this year. We expect that, as the market recovers, within a few years volumes could exceed 250,000 units annually, compared with the less than 20,000 vehicles produced at the plant last year. The other major agreement relates to the Mirafiori plant in Turin. That project centers around the creation of a joint venture between Chrysler and Fiat for the production of SUVs under the Jeep and Alfa Romeo brands. Commercial launch of these vehicles is targeted for the 3rd or 4th quarter of next year and output is expected to reach up to 280,000 units per year.
15
In addition, as we announced more than 2 years ago – to allow ample time for a conversion process – car production will be halted at the Termini Imerese plant by the end of this year.
16
Moving on to our luxury and performance brands: Ferrari had an extraordinary year. Revenues increased nearly 8% to €1.9 billion with unit sales passing the record we set in 2008 in decidedly more favorable market conditions. Driving this performance were the introduction of the 458 Italia and continued success of the California. These two models accounted for 87% of the brand's total sales. Sales performance for the limited edition 599 GTO was also excellent. Trading profit exceeded €300 million for the year and trading margin improved to nearly 16%. In addition to higher sales volumes, the increase in profitability was also attributable to excellent results for the customization programs and efficiency gains. Ferrari has also given significant attention to development of the Chinese market, already one of the company's top 5 markets and one of the regions with the highest growth potential. Our sales in China more than doubled last year and we are continuing to strengthen the distribution network in order to be able to capitalize on the particularly significant demand expected in this segment.
17
2010 was also an optimum year for Maserati. The brand achieved €586 million in revenues, a 30.8% increase over 2009, primarily driven by the performance of the new GranCabrio. Sales were higher in almost every one of the company's markets. In the United States and the UK – Maserati's two most important markets – sales increased 45% and 72%, respectively. And with sales growth of 128%, China is now Maserati's 4th largest market. Trading profit more than doubled over the prior year to €24 million. This increase was attributable to higher sales volumes and continued optimization of operating costs. In terms of new products, 2010 saw the release of the GranTurismo MC Stradale, the lightest, fastest and most powerful vehicle in the range, as well as the presentation of the limited edition Quattroporte Sport GTS Awards Edition and GranTurismo MC Trofeo.
18
Fiat Powertrain recorded a significant recovery in 2010. Revenues were up approximately 25% to €4.2 billion and trading profit increased to €140 million, driven by a more favorable sales mix and efficiency gains in both purchasing and manufacturing. Fiat Powertrain maintained its leadership in Europe for engines with the lowest CO2 emissions levels. Last year, the company launched the new 2-cylinder TwinAir that reduces CO2 emissions to as low as 92 grams/kilometer – the lowest in Europe for a production gasoline engine – and the engine also won the prestigious international "Technobest 2010" award. The MultiAir technology, introduced in 2009 and being applied to all Fiat engine families, also continued to receive awards and recognition.
19
Our other components businesses also recorded substantial year-on-year improvements. Magneti Marelli benefited from the positive performance of the light commercial vehicle segment, recovery in the medium-large passenger car segments in Europe, as well as strong performance in both China and Brazil. Revenues were up 19.3% to €5.4 billion. Trading profit rose to €98 million on the back of the increase in sales volumes, combined with cost containment actions and manufacturing efficiencies. Teksid reported revenues of €776 million and trading profit of €17 million. The improvement was principally due to an increase in sales volumes, which in 2009 were severely impacted by the market crisis. Comau closed the year with a 40.5% increase in revenues which was principally attributable to operations in China, Latin America and North America. The sector reported a trading loss of €6 million, compared with a €28 million loss for 2009, with the recovery largely driven by the performance in Asian markets and the Robotics business.
20
As far as the outlook for Fiat post-demerger, we confirm all of the targets presented in the 5-year plan on 21 April 2010. These targets reflect the strong growth in business volumes projected over the next few years, together with robust improvements in profitability. We expect Fiat's revenues to reach €64 billion in 2014, nearly double last year's level, potentially exceeding €100 billion including Chrysler. The steady improvement in trading profit and margins reflects our commitment to eliminate the handicaps that have been a drag on our business in Europe, optimize synergies and transform Fiat into a best-in-class competitor, including in terms of operating efficiency. We are confident that in 2011 we will be able to achieve a trading profit in the range of €0.9-1.2 billion. We have planned a substantial increase in investment, particularly for the current year, in support of the numerous industrial initiatives launched, beginning with the projects for Pomigliano and Mirafiori. The dividend payout for the current year will remain unchanged at 25% of consolidated profit, with a minimum payout of €50 million. The Board of Directors will shortly set the dividend policy for future years.
21
Let's move now to the results and targets for Fiat Industrial. The largest contribution in revenue and trading profit came from CNH. The company capitalized on the increased demand for agricultural equipment and the recovery of the construction equipment market, particularly in the Americas and Asia-Pacific. Revenue growth was in the double-digits, reaching nearly €12 billion, and trading profit more than doubled over 2009. Iveco benefited from an upturn in market demand, although the market was still below pre-crisis levels. Revenues were up 15.6% to €8.3 billion and trading profit increased €165 million over the prior year to €270 million. FPT Industrial recorded a significant increase in results on the back of strong volume recovery. Revenues were up more than 50% over 2009 and there was a €196 million improvement in trading profit.
22
The progressive improvement in CNH's performance during the year reflected improved trading conditions in all regions with the exception of Europe, where demand was down 9% for the full year. The level of quarter-over-quarter declines did, however, lessen gradually during the year. For the agricultural business, deliveries were up 8%, driven primarily by demand in the Americas, and revenues were up 14%. The construction equipment segment also benefited from stronger demand, in addition to a reduction in the level of destocking. Revenues were up 46% and deliveries of light and heavy equipment combined increased 50%. Profitability was significantly higher for both lines of business with the margin nearly doubling to 6.3%. The improvement for the agricultural equipment business was due to a combination of price increases and industrial efficiencies. On the construction equipment side, performance was linked to higher sales volumes, improved capacity utilization in both North and South America and restructuring carried out over the past two years which has significantly reduced the manufacturing cost base.
23
This slide and the following slide provide an overview of CNH's relative performance by market and our expectations for 2011 by line of business. Global agricultural equipment industry sales were up 8% for 2010, driven by higher commodity prices and solid farm income in North America and by strong economic fundamentals and government programs to support the sector in South America. In Western Europe, demand remained below historical norms, although the tractor segment began showing signs of recovery in the final quarter. For Rest-of-World markets, demand was positive overall and particularly strong in Turkey. In the tractor segment, CNH's global performance was in line with industry demand and in Western Europe share remained stable despite the decline for the industry. In North America, share was down slightly for under 40 hp tractors as the sector transitioned to new products and we expect to strengthen our position this year on the back of new model launches. CNH improved its global market share for combines on the back of strong performance in Rest-of-World regions. For 2011, we expect tractor demand to be anywhere from flat to +5% with global demand for combines increasing between 5 and 10%.
24
Moving to construction equipment, globally the industry experienced a 47% increase in demand, over very low 2009 levels, with improvements in all segments and regions. In North America, the growth was primarily driven by replacement of aging fleets, while in Latin America activity largely reflected an increase in public infrastructure spending. CNH's performance was in line with the market and, consequently, global market share was unchanged. The decrease in Latin America was directly linked to constraints in local manufacturing capacity. We have already begun work at two plants to expand production capacity in order to be able to satisfy future demand. For 2011, we expect a significant market expansion of 8-12% for light equipment and 5-10% for heavy equipment.
25
CNH's global presence will enable it to leverage the rapid growth in demand expected in the emerging markets. In Russia, we signed a 50/50 joint venture agreement with Kamaz for local production of both agricultural and construction equipment. The plant will have production capacity of 4,000 units per year. In China, we have expanded production capacity in the north of the country to ensure we can maintain our leadership in imported large equipment. We continue to record strong performance in Turkey, where the market saw a strong recovery from the slump experienced in 2009. In India, New Holland more than doubled exports to the Americas and select African markets. In addition, we are increasing production capacity to remain apace with the local market, which is undergoing a rapid expansion.
26
Iveco also had a very positive year. As the quarterly breakdown shows, performance in the final quarter was very strong, particularly in terms of trading profit. This improvement was driven by higher volumes and production efficiencies achieved during the year. Sales increased 25% to 130,000 units, with improvements in all segments and geographic markets, except for Italy, where deliveries were flat year-on-year. Overall, however, volumes were still significantly below pre-crisis levels.
27
Market share in Western Europe, for all 3 segments combined, was 13.2%. In the light segment, share remained substantially unchanged. In the medium segment, share was down despite improvements in Spain, France and Germany. The loss of share in the heavy segment was, however, attributable to negative performances in Spain and Germany, which were only partially offset by growth in the Italian market. In Brazil, share was up 0.6 percent points on the back of strong growth in the medium segment and a recovery in the heavy segment in the final quarter driven by new product launches.
28
This slide gives an overview of the market for 2010 and our expectations for FY 2011. Last year, demand in Western Europe grew 6.3%, with a recovery in nearly all major markets except Italy, as mentioned previously, where there was a further contraction of 3.2%. In Latin America, however, the truck market experienced record growth, led by Brazil and Argentina. Iveco's order intake was up 38% year-over-year in Western Europe. During the year, we reduced both company and dealer inventory levels in Europe to well below the industry average. For 2011, we expect to see a recovery in all segments in Western Europe with increases in the order of 5% in light segment and 10% in the medium and heavy segments. Latin America is expected to remain flat against last year's record levels.
29
A strong point of Iveco – which is often undervalued – is the position it has achieved in China in recent years. Today we are the largest foreign producer of trucks and commercial vehicles in the country and in 2010 we again recorded substantial growth, closing the year with 141,000 units sold. China has also assumed increasing importance for us as a manufacturing base for exports, particularly to Latin America, Africa, the Middle East and other Asian markets. Performance in Brazil continues to be very positive. We began focusing on this market in 2006 and have progressively strengthened our presence there. In 2010, we sold around 15,400 vehicles and achieved a 9% market share, with a competitive product offering in all segments and a restructured dealer network. We expect a continued improvement in that position over the coming years as the sector capitalizes on the favorable demand curve.
30
FPT Industrial – which consists of the Industrial & Marine activities of the former FPT Powertrain Technologies – is another success story. On the back of a strong recovery in volumes, revenues increased nearly 53% to €2.4 billion. Around one-third of total volumes were generated by sales to other producers or joint ventures. That is a significant result considering that the business only began operating as an independent entity in 2005. In just a few years, it significantly expanded its customer base and diversified its order portfolio. Trading profit was up nearly €200 million over the prior year. I won't go into detail on the drawing at the bottom of the slide but it shows one of the innovative technologies developed by FPT Industrial to reduce CO2 emissions. Such know-how gives our engines a major technological edge over the competition.
31
In relation to Fiat Industrial's development plan, let me just go over the targets announced on April 21st last year. For revenues, the plan targets €22 billion this year and nearly €30 billion by 2014, representing an average annual growth rate of 8% over 2010. For 2011, trading profit is projected at between €1.2 billion and €1.4 billion and over the plan period we expect it to increase significantly to a range of between €3.2-3.4 billion by 2014. At year end, net industrial debt is forecast at between €1.8 and €2.0 billion. As for Fiat S.p.A., the dividend payout will be around 25% of consolidated profit but with a minimum payout of €100 million. During the year, Fiat Industrial S.p.A.'s Board of Directors will announce the dividend policy for future years.
32
33
I would like to conclude by thanking you — the shareholders of Fiat — for the support that you have given to the company and management over the last 12 months, for backing the demerger and the strategic plan behind it, and now for continuing your support as the shareholders of Fiat and Fiat Industrial. I would also like to thank everyone at Fiat worldwide for the contribution they made during 2010 and for what they are continuing to do for the future of this Group. Thank you all.
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 1 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
AGLIERI RINELLA IGNAZIO 13.584 F X X 13.584 AGNELLI MARIA SOLE 6.583 F F F 6.583 ALEMANNO GUIDO 6.500 F F F 6.500 ALESSANDRIA GIUSEPPE 10.225 X X X 10.225 ALFERO SERGIO 120 X X X 120 ALTAVILLA ALFREDO 17.158 F F F 17.158 AMARENA ROBERTO 1 F - - 1 AMORETTI MARIA CLARA 0 - AS PROXY FOR MODAFFARI PAOLA 1 F X X 1 ANDREUCCI SAVINO 368 F A F 368 ANGELI MARIA 55 F F F 55 ANTOLINI GIOVANNI 23.156 C X X of which 20.000 shares given in guarantee to:BANCA CARIGE; - AS PROXY FOR ANTOLINI EDILIO 5.100 C X X ANTOLINI CRISTINA 3.000 C X X ANTOLINI ANNAMARIA 3.000 C X X 34.256 ANTONIOTTI PIER PAOLO 1.000 X X X 1.000 AZZOLIN LUIGINO 139 F C F 139 BALDINO GIACOMO 16.000 F F F 16.000 BARNI MARIO 15.768 C - X 15.768 BAROLO LORENZO 22 F X X 22 BASTIANELLI CLAUDIO 1.318 F F X 1.318 BAVA MARCO GEREMIA CARLO 1 C C C - AS PROXY FOR ZOLA PIER LUIGI 7 C C C FABRIS CARLO 5 C C C 13 BECHERE PIETRO 1.500 F F F 1.500 BENEDICENTI GIACOMINO 1.480 F F F 1.480 BENENTE LUIGI 100 X X X 100 BENOFFI GAMBAROVA FRANCO 3.000 F F X - AS PROXY FOR MARESI TIZIANA 6.500 F F X 9.500 BENOTTO ENRICO 1 X X X 1 BERARDI GUGLIELMO 100 F C F 100 BIANCHI FILIPPO 1 X X X 1
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 2 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
BINELLO FLAVIO 1.130 F F F 1.130 BOCCARDO LIVIO 10.000 F X X 10.000 BORDA LUIGI 3.675 F X X 3.675 BORGOGNI LAMBERTO 16 X X X 16 BORLENGHI FRANCO 700 F X X 700 BRAGHERO CARLO MARIA 1.118 X X X 1.118 BRIGNOLI TRANQUILLO 1.000 F F F - AS PROXY FOR BRIGNOLI LORENZO 3.000 F F F 4.000 CAIANO FRANCESCO 5.500 X X X 5.500 CALDERARA GIUSEPPE 100 F F A 100 CALINI EMILIA 1 C X X 1 CAMAGNA ORESTE 1.898 X X X 1.898 CAMOLETTO FRANCESCO 0 - AS PROXY FOR DEL GRAMMASTRO CHRISTIAN 6.508 F X X of which 6.508 shares given in guarantee to:UNICREDIT BANCA; 6.508 CANDELLIERI CHRISTIAN 0 - AS PROXY FOR ASSICURAZIONI GENERALI SPA 133.000 F F F GENERTELLIFE SPA 3.500 F F F ALLEANZA TORO SPA 4.004.574 F F F D.A.S. DIFESA AUTOMOBILISTICA SINISTRI SPA 6.120 F F F 4.147.194 CANNAVICCI OSVALDO 600 F F F 600 CAVAGLIA` GIANLORENZO 0 - AS PROXY FOR CAVAGLIA` MATTEO 8.000 X X X 8.000 CAVALITTO GIORGIO 2.200 F X X 2.200 CAVALLARI ANDREA 894 F F F 894 CENTARO GIUSEPPE 800 F F F 800 CERESIA IGNAZIO 2.000 X X X 2.000 CERRATO STEFANO 431 F F F 431 CHIARIERI ROSA 3.402 X X X of which 3.402shares given in guarantee to:UNICREDIT BANCA; 3.402 CODA GIANNI 4.158 F F F 4.158 CODEGONE CONTARDO 257 F F F 257 COGGIOLA VITTORIO 2.384 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 3 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
2.384 COMBA FRANCO 520 F F F 520 COMITO FERNANDO 12 F A X 12 CONTE GIUSEPPE 0 - AS PROXY FOR MOISO TIZIANA ALBINA 48 X X X 48 CONTI LUIGI 1.871 X X X 1.871 COPPOLA MICHELE 1.275 X X X 1.275 COSTAMAGNA FRANCO 1.000 C F F 1.000 COTI ZELATI VINCENZO 20.500 - F C 20.500 CRAVERO GIOVANNI 2.500 X X X 2.500 CRAVERO PAOLO 15.000 F X X 15.000 DAGATTI LUIGI 0 - AS PROXY FOR MELLANO ANNA 1.220 F F F 1.220 DALMASSO IVANO 0 - AS PROXY FOR DEGIOVANNI ORIANA MARIA 500 X X F 500 DANEO CARLO 1.510 - X X 1.510 DANIELI FRANCO 1.320 F C A 1.320 DE FANTI VILMA GENOVEFFA 19 F F F 19 DEL GRAMMASTRO DANILO 0 - AS PROXY FOR DEL GRAMMASTRO ENZO 628 F X X 628 DEL GRAMMASTRO LUCIANO 2.254 F X X of which 2.254 shares given in guarantee to:UNICREDIT BANCA; 2.254 DEL GRAMMASTRO MAELA 0 - AS PROXY FOR VICARIO CRISTINA 1.107 X X X 1.107 DEL SORBO GIUSEPPE 168 F F X 168 DELORENZI GIACOMO 320 X X X 320 DENARO EDOARDO 15 C X X 15 DI NAPOLI GAETANO 2.900 F F F 2.900 DISTEFANO SALVATORE 1.000 F F F 1.000 FAGIOLINI MONICA 536 F F F 536 FALETTO AGOSTINO 500 F F F 500 FANELLI FABRIZIO 1.374 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 4 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
1.374 FAVA D`ALBERTO BRUNELLO 1 X X X 1 FENOGLIO CARLO 2.000 F X X 2.000 FERRERI MARIO 1 F C C 1 FERRERO CESARE 1 X X X 1 FERRERO CLEMENTE 5.107 F A F 5.107 FILOGONIO LEONARDO 18.500 F F F 18.500 FIORITO GIUSEPPE 1 C X X 1 FORNIER PIETRO 2.080 F F F 2.080 FURBATTO ROBERTO 1.000 X X X 1.000 GABOARDI SAVERIO 3.284 X X X 3.284 GALANTE NICOLA 300 F C X 300 GIACONA MARIA 0 - AS PROXY FOR BANCA D`ITALIA 13.131.584 F F F 13.131.584 GIANOTTI GIUSEPPE 200 F F F 200 GIAVENO GIULIANO 1.500 F F F 1.500 GIORCELLI GIANNI 1.000 F F C 1.000 GISONDA FRANCESCO 2.424 X X X 2.424 GNAVI ALDO 4.848 F X X 4.848 GRITELLA ALDO 7.200 F F F 7.200 GUALANDRIS GIUSEPPE 50 A X X 50 GUALANDRIS VITTORIO 50 A X X 50 GUERRA PIERLUIGI 1 X X X - AS PROXY FOR FANTINI CARLA 1 X X X 2 GUGLIELMINO PAOLO 452 F F F 452 GUSMANO LUIGI 1 C X X 1 IACOPINI FABIO 15.000 F F F 15.000 IACOVINO LEONARDO 0 - AS PROXY FOR LETTIERI GIUSEPPINA 1.522 F X X 1.522 LEROSE DOMENICO 95 F A A 95 LIPRINO ANTONINO 112 F C F 112 LO CASCIO CARLO 0 - AS PROXY FOR
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 5 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
LO CASCIO CRISTINA 700 X X X 700 LO MASTRO MAURO 5 C X X 5 LOMBARDI EMILIO 450 F F F 450 MAINERO MASSIMO 180 F F F 180 MAIORANO GIUSEPPE 600 F X X 600 MALAVASI LUCIANA 2.000 F X X 2.000 MALLAMACI FERDINANDO 2 C C C 2 MANCINO CARLO 500 F X X 500 MARCHETTI LUCIANO 200 F F F 200 MARGARONE GIUSEPPE 835 F C A 835 MARI DUILIO 1 X X X 1 MASINI UMBERTO 2.000 X X X 2.000 MASSARA FERNANDO 0 - AS PROXY FOR EXOR SPA 332.587.447 F F F 332.587.447 MAZZOLI CARLO 1.500 F X X 1.500 MIGLIETTA GIOVANNI 226 F F F 226 MILANESE ALDO (RAPPR. DESIGNATO EX ART. 135 UNDECIES TUF) 0 - AS PROXY FOR ALAGNA ACCURSIO 75 F F F B.G.L. SOCIETA` SEMPLICE 75 F F F ZOLA UMBERTO CARLO 2 C C A MAGLIONE MARIO 2.778 F F F 2.930 MISUL MARIO 0 - AS PROXY FOR ALEDAN SOCIETA` SEMPLICE 2.001 F X X 2.001 MOLETTI RICCARDO 5.195 F F F 5.195 MOMIGLIANO STEFANO 0 - AS PROXY FOR GALLEANO MARGHERITA RICHIEDENTE:BANCA SAI SPA 11.000 F X X 11.000 MONTALENTI PAOLO 0 - AS PROXY FOR BAZZO MARIA SILVANA 400 F X F 400 MONTANARELLA BRUNO 0 - AS PROXY FOR BBH B J T S RE CMA MFS EX JAPAN GROWTH MOTHER FUND 4.024 F F F AGENTE:BROWN BROTHERS HARR SEI INSTITUTIONAL INTERN TRUST INTERNATI AGENTE:BROWN 43.754 F C F BROTHERS HARR DAILY MEG TRUST SENIOR EXECUTIVES AGENTE:NORTHERN TRUST 24.553 F F F LO CADBURY PENSION TRUST LTD AGENTE:NORTHERN TRUST LO 77.058 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 6 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
CHURCH OF ENGLAND INV FD FOR PENSION AGENTE:NORTHERN 18.905 F F F TRUST LO JAGUAR PENSION PLAN AGENTE:NORTHERN TRUST LO 10.191 F F F SURREY COUNTY COUNCIL PENSION FUND AGENTE:NORTHERN TRUST 105.426 F F F LO WHEELS COMMON INVESTMENT FUND AGENTE:NORTHERN TRUST LO 17.564 F F F SYKEHJELPS OG PENJONSORDNING LEGER AGENTE:NORTHERN 10.747 F C F TRUST LO STICHTING PENSIOENFONDS SAGITTARIUS AGENTE:NORTHERN TRUST 33.473 F C F LO WHEELS COMMON INVESTMENT FUND AGENTE:NORTHERN TRUST LO 9.501 F C F IBM PENSION PLAN AGENTE:NORTHERN TRUST LO 84.690 F F F SEI INST INVEST TRUST WORLD EQ EX US FUN AGENTE:BROWN 110.858 F C F BROTHERS HARR STICHTING PENSIOENFONDS AKZO NOBEL AGENTE:NORTHERN TRUST 240.206 F C F LO STICHTING BEDRIJFSPENSIOENFONDS VOOR AGENTE:NORTHERN 11.184 F C F TRUST LO TRUST E CUSTODY SERVICES BANK LTD AGENTE:MIZUHO TRUST BKG 379.208 F C F LUX ABU DHABI RETIREMENT PENSION FUND AGENTE:NORTHERN TR GLB 32.050 F F F SERV THE MOLSON COORS UK PENSION PLAN AGENTE:NORTHERN TR GLB 110.447 F F F SERV STICHTING PENSIOENFONDS CAMPINA AGENTE:NORTHERN TR GLB 22.626 F F F SERV DELTA NATURA UITVAARTVERZEKERINGEN NV AGENTE:NORTHERN 37.113 F F F TR GLB SERV EMPLOYEES RET SYSTEM RICO ELECTRIC POWER AGENTE:NORTHERN 6.917 F C F TRUST LO MULTI MANAGER INV. PROGRAMMES PCC AGENTE:NORTHERN TRUST 603.750 F F F LO HALIFAX REGIONAL MUNICIPAL MASTER TRUST AGENTE:NORTHERN 29.382 F C F TRUST LO GMO DEVELOPED WORLD STOCK FUND AGENTE:BROWN BROTHERS 24.707 F C F HARR BRUNEI SHELL PROVIDENT FUND. AGENTE:JP MORGAN CHASE BANK 2.147 F C F BRUNEI SHELL RETIREMENT BENEFIT FUND AGENTE:JP MORGAN 2.237 F C F CHASE BANK THE CHASE MANHATTAN BANK AGENTE:JP MORGAN CHASE BANK 1.102 F F F ROCKEFELLER & CO. INC AGENTE:JP MORGAN CHASE BANK 26.312 F F F AMERICAN BEACON INTERNATIONAL EQUITY IND AGENTE:JP 62.899 F F F MORGAN CHASE BANK QANTAS SUPERANNUATION PLAN AGENTE:JP MORGAN CHASE BANK 17.520 F F F SAMPENSION INVEST AFDELING GLOBAL AKTIEN AGENTE:JP MORGAN 46.427 F F F CHASE BANK LABOR PENSION FUND SUPERVISORY COMMITTEE AGENTE:JP 20.296 F C F MORGAN CHASE BANK LABOR PENSION FUND SUPERVISORY COMMITTEE AGENTE:JP 13.447 F F F MORGAN CHASE BANK F&C INSTITUTIONAL INVESTMENT FUNDS ICVC AGENTE:JP MORGAN 984.839 F C F CHASE BANK GMO INTL GROWTH EQUITY FUND AGENTE:BROWN BROTHERS HARR 139.665 F C F ERZBISTUM PADERBORN AGENTE:JP MORGAN CHASE BANK 6.389 F C F SIMON LOE FUND LP AGENTE:JP MORGAN CHASE BANK 2.277 F F F WEST SUBURBAN RETIREMENT INCOME PLAN AGENTE:JP MORGAN 6.733 F F F CHASE BANK EQ ADVISORS TRUST AXA TACTICAL MANAGER INTERNATIONAL 15.961 F F F PORTFOLIO 1 AGENTE:JP MORGAN CHASE BANK STICHTING TOT BEWARING CORDARES SUBFONDS AANDELEN 51.092 F F F EUROPA ENHANCED BEHEER AGENTE:JP MORGAN CHASE BANK AXA IRELAND PENSION FUND AGENTE:JP MORGAN CHASE BANK 27.451 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED rtial Total 1 2 3
Key: Pagina: 7 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
Pa SUN LIFE ASSURANCE SOCIETY PLC AGENTE:JP MORGAN CHASE BANK 20.056 F C F AQR INTERNATIONAL MOMENTUM FUND AGENTE:JP MORGAN CHASE 9.441 F C F BANK AQR INTERNATIONAL EQUITY FUND AGENTE:JP MORGAN CHASE BANK 100.358 F C F AQR GLOBAL EQUITY FUND AGENTE:JP MORGAN CHASE BANK 97.448 F C F GMO INTERNATIONAL CORE EQUITY FUND AGENTE:BROWN 3 F C F BROTHERS HARR STATE OF NEW MEXICO STATE INVESTMENT COU AGENTE:JP 89.746 F F F MORGAN CHASE BANK PUBLIC EMPLOYEES RETIREMENT ASSOCIATION AGENTE:JP MORGAN 20.502 F F F CHASE BANK NORGES BANK AGENTE:JP MORGAN CHASE BANK 401.915 F C F GOLDMAN SACHS TRUST GOLDMAN SACHS INTE AGENTE:JP MORGAN 83.368 F F F CHASE BANK GOLDMAN SACHS TRUST GOLDMAN SACHS STRU AGENTE:JP MORGAN 1.870 F F F CHASE BANK FIDELITY CENTRAL INVESTMENT PORTFOLIOS L AGENTE:JP MORGAN 370.500 F F F CHASE BANK BLACKROCK INDEX SELECTION FUND AGENTE:JP MORGAN CHASE 347.577 F F F BANK BLACKROCK ASSET MANAGEMENT PENSIONS LIMI AGENTE:JP 247.114 F F F MORGAN CHASE BANK PUBLIC SCHOOL RET SYSTEM OF MISSOURI AGENTE:JP MORGAN 305.992 F C F CHASE BANK PUBLIC EDUCATION RET SYSTEM MISSOURI AGENTE:JP MORGAN 32.627 F C F CHASE BANK BBH B J T S RE CMA MFS EX JAPAN GROWTH MOTHER FUND 26.382 F C F AGENTE:BROWN BROTHERS HARR AVIVA INVESTORS MANAGED FUND ICVC DIVERSIFIED STRATEGY 6.422 F C F FUND AGENTE:JP MORGAN CHASE BANK AXA ROSENBERG GLOBAL INVESTMENT COMPANY AGENTE:JP 108.997 F C F MORGAN CHASE BANK AMONIS NV AGENTE:JP MORGAN CHASE BANK 13.451 F C F FAMANDSFORENINGEN PENSAM INVEST PSI 10 G AGENTE:JP MORGAN 7.790 F C F CHASE BANK VANGUARD TOTAL INTERNATIONAL STOCK INDEX AGENTE:JP 2.249.807 F C F MORGAN CHASE BANK THE BARCLAYS BANK UK RETIREMENT FUND AGENTE:JP MORGAN 286.372 F F F CHASE BANK ASTRAZENECA PENSIONS TRUSTEE LIMITED AS AGENTE:JP MORGAN 93.923 F F F CHASE BANK AXA UK GROUP PENSION SCHEME AGENTE:JP MORGAN CHASE BANK 65.000 F C F THE DELTA MASTER TRUST AGENTE:JP MORGAN CHASE BANK 21.315 F C F GOVERNMENT OF NORWAY AGENTE:JP MORGAN CHASE BANK 5.060.451 F C F BBH BOS MTBJ RE MANULIFE INTL BOND INDEX MOTH FND 1.294 F C F AGENTE:BROWN BROTHERS HARR CHURCH COMMISSIONERS FOR ENGLAND AGENTE:JP MORGAN CHASE 26.234 F F F BANK STATE OF WYOMING WYOMING STATE TREASURE AGENTE:JP 32.557 F C F MORGAN CHASE BANK WASHINGTON STATE INVESTMENT BOARD AGENTE:JP MORGAN 379.071 F C F CHASE BANK STATE OF INDIANA PUBLIC EMPLOYEES` RETI AGENTE:JP MORGAN 233.394 F C F CHASE BANK EQ ADVISORS TRUST EQ TEMPLETON GLOBAL E AGENTE:JP MORGAN 7.802 F F F CHASE BANK EQ ADVISORS TRUST EQ GLOBAL MULTI SECT AGENTE:JP MORGAN 52.105 F F F CHASE BANK AXA PREMIER VIP TRUST MULTIMANGER INTE AGENTE:JP MORGAN 26.264 F F F CHASE BANK BOILERMAKERS NATIONAL ANNUITY TRUST AGENTE:JP MORGAN 9.471 F C F CHASE BANK
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 8 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
JNL MELLON CAPITAL MANAGEMENT INTERNATIO AGENTE:JP 79.278 F C F MORGAN CHASE BANK THE BOEING COMPANY EMPLOYEE RETIREMENT P AGENTE:JP 183.811 F C F MORGAN CHASE BANK WELLINGTON MNGMT PORTF LUX III DIVERSIFI AGENTE:BROWN 3.860 F F F BROTHERS HA-LU EQ ADVISORS AXA TACTICAL MANAGER INTERNATIONAL PORTFOLIO 91.731 F F F II AGENTE:JP MORGAN CHASE BANK WASHINGTON STATE INVESTMENT BOARD AGENTE:JP MORGAN 376.650 F F F CHASE BANK NEW YORK STATE COMMON RETIREMENT FUND AGENTE:JP MORGAN 23.669 F F F CHASE BANK EQ ADVISORS TRUST EQ INTERNATIONAL COR AGENTE:JP MORGAN 38.340 F F F CHASE BANK NVIT INTERNATIONAL INDEX FUND AGENTE:JP MORGAN CHASE BANK 85.695 F F F SBC MASTER PENSION TRUST AGENTE:JP MORGAN CHASE BANK 351.262 F F F VANTAGEPOINT OVERSEAS EQUITY INDEX FUND AGENTE:JP MORGAN 13.899 F C F CHASE BANK COMMINGLED PENSION TRUST FUND (INTERNATI AGENTE:JP 40.839 F C F MORGAN CHASE BANK STATE OF INDIANA PUBLIC EMPLOYEES` RETI AGENTE:JP MORGAN 48.610 F F F CHASE BANK JP MORGAN CHASE RETIREMENT PLAN AGENTE:JP MORGAN CHASE 104.179 F F F BANK WELLINGTON MANAGEMENT PORTFOLIOS AGENTE:BROWN 167.971 F F F BROTHERS HA-LU COMMINGLED PENSION TRUST FUND (EAFE RESE AGENTE:JP MORGAN 3.896 F C F CHASE BANK NATIONWIDE INTERNATIONAL INDEX FUND AGENTE:JP MORGAN 110.749 F F F CHASE BANK T ROWE PRICE INTERNATIONAL INDEX FUND I AGENTE:JP MORGAN 23.523 F C F CHASE BANK JPMORGAN INTERNATIONAL EQUITY INDEX FUND AGENTE:JP 129.662 F C F MORGAN CHASE BANK IBC VEHICLES PENSION PLAN AGENTE:JP MORGAN CHASE BANK 48.014 F C F REXAM PENSION PLAN AGENTE:JP MORGAN CHASE BANK 101.251 F C F BMW (UK) TRUSTEES LTD TRUSTEE OF THE BM AGENTE:JP MORGAN 23.955 F C F CHASE BANK SHELL PENSIONS TRUST LIMITED AS TRUSTEEOF SHELL C.P.FUND 199.806 F C F AGENTE:JP MORGAN CHASE BANK FAMANDSFORENINGEN PENSAM INVEST PSI 30 E AGENTE:JP MORGAN 56.630 F C F CHASE BANK AXA SUN LIFE PLC AGENTE:JP MORGAN CHASE BANK 60.358 F C F FIDELITY FUNDS SICAV AGENTE:BROWN BROTHERS HA-LU 1.494.669 F C F AVIVA LIFE & PENSIONS UK LIMITED AGENTE:JP MORGAN CHASE 56.700 F C F BANK THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOT 142.891 F C F MTBJ400045825 AGENTE:JP MORGAN CHASE BANK KUWAIT FUND FOR ARAB ECONOMIC DEVELOPMEN AGENTE:JP 10.000 F F F MORGAN CHASE BANK THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR 745.617 F C F MUTB400045795 11 3 AGENTE:JP MORGAN CHASE BANK THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR 748.716 F F F MUTB400045794 11 3 AGENTE:JP MORGAN CHASE BANK THE TRUSTEE FOR INTERNATIONAL EQUITIES S AGENTE:JP MORGAN 13.827 F F F CHASE BANK AUSTRALIAN REWARD INVESTMENT ALLIANCE AGENTE:JP MORGAN 32.676 F F F CHASE BANK GOVERNMENT SUPERANNUATION FUND AGENTE:JP MORGAN CHASE 32.715 F C F BANK IAG ASSET MANAGEMENT WORLD EQUITY TRUST AGENTE:JP MORGAN 36.570 F C F CHASE BANK
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 9 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
BLACKROCK INDEXED ALL COUNTRY EQUITY FUN AGENTE:JP 4.724 F F F MORGAN CHASE BANK GMO TAX MANAGED INTERNATIONAL EQUITIES F AGENTE:BROWN 62.016 F C F BROTHERS HARR ING DIRECT AGENTE:BROWN BROTHERS HA-LU 9.647 F F F FUNDACAO CALOUSTE GULBENKIAN AGENTE:JP MORGAN CHASE 57.886 F F F BANK BLACKROCK INVESTMENT MANAGEMENT (AUSTRAL AGENTE:JP 558 F F F MORGAN CHASE BANK BT INSTITUTIONAL CORE GLOBAL SHARE SECTO AGENTE:JP MORGAN 89.243 F C F CHASE BANK VANGUARD INTERNATIONAL SHARE INDEX FUND AGENTE:JP MORGAN 241.819 F C F CHASE BANK VANGUARD SUSTAINABILITY LEADERS INTERNAT AGENTE:JP 17.494 F C F MORGAN CHASE BANK BT INTERNATIONAL FUND AGENTE:JP MORGAN CHASE BANK 93.967 F C F BT INSTITUTIONAL INTERNATIONAL SHARE INT AGENTE:JP MORGAN 261.893 F C F CHASE BANK BT WHOLESALE CORE HEDGED GLOBAL SHARE FU AGENTE:JP 34.208 F C F MORGAN CHASE BANK UBS GLOBAL ASSET MANAGEMENT LIFE LTD AGENTE:JP MORGAN 48.601 F F F CHASE BANK INTECH INTERNATIONAL SHARES HIGH OPPORTU AGENTE:JP 25.026 F F F MORGAN CHASE BANK OFI INSTITUTIONAL INTERNATIONAL INDEX FU AGENTE:BROWN 4.750 F C F BROTHERS HARR SUPERANNUATION FUNDS MANAGEMENT CORPORAT AGENTE:JP 97.187 F C F MORGAN CHASE BANK SAS TRUSTEE CORPORATION AGENTE:JP MORGAN CHASE BANK 21.097 F F F BLACKROCK AUSTRALIA LTD AS RESPONSIBLE E AGENTE:JP MORGAN 78.614 F F F CHASE BANK RETAIL EMPLOYEES SUPERANNUATION TRUST AGENTE:JP MORGAN 49.929 F C F CHASE BANK H.E.S.T. AUSTRALIA LIMITED AGENTE:JP MORGAN CHASE BANK 83.158 F F F FSS TRUSTEE CORPORATION AGENTE:JP MORGAN CHASE BANK 51.798 F C F SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE AGENTE:JP MORGAN 10.639 F F F CHASE BANK VANGUARD INVESTMENT SERIES PLC AGENTE:JP MORGAN BANK 845.852 F C F IRELAND AVIVA LIFE PENSIONS UK LIMITED AGENTE:JP MORGAN CHASE BANK 196.480 F C F JOANNE COTSEN TRUST B AGENTE:NORTHERN TRUST LO 616 F C F SEI INST INV TRUST SCREENED WORL AGENTE:BROWN BROTHERS 1.167 F C F HARR PFIZER INC.RETIREMENT ANNUITY PLAN AGENTE:NORTHERN TRUST 1 F C F LO NTGI QM COMMON DAILY ALL COUNTRY WORLD E 11.220 F C F AGENTE:NORTHERN TRUST LO VOLUNTARY SOUTHERN CALIFORNIA EDISON AGENTE:NORTHERN 23.920 F C F TRUST LO CLEARWATER INTERNATIONAL FUND AGENTE:NORTHERN TRUST LO 10.667 F F F 1982 SMITH TRUST AGENTE:NORTHERN TRUST LO 17.055 F F F VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIAT 2.646 F F F AGENTE:NORTHERN TRUST LO ARROWSTREET GLOBAL ALPHA EXTN FUND I AGENTE:UBS AG 86.076 F C F LONDON BRANCH ARROWSTREET EAFE ALPHA EXTENSION FUND II AGENTE:UBS AG 73.001 F C F LONDON BRANCH ORGANISATION EUROPEENNE DE RECHERCHE NUCLEAIRE CERN 10.189 F C F (CAISSE DE PENSION) AGENTE:UBS AG ZURICH LOMBARD ODIER DARIER HFM SA INSTITUTIONNEL 3D 30.000 F C F AGENTE:LOMBARD ODIER DAR.&C VANGUARD TOTAL WORLD STOCK INDEX FUND AGENTE:BROWN 33.549 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 10 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
MORGAN CHASE BANK
BROTHERS HARR SCHWAB INTERNATIONAL INDEX FUND AGENTE:BROWN BROTHERS 121.350 F F F HARR BBH BOS MTBJ RE MANULIFE INTL BOND INDEX MOTH FND 69.631 F F F AGENTE:BROWN BROTHERS HARR MORGAN STANLEY INVESTMENT FUNDS AGENTE:JP MORGAN BANK 6.332 F F F LUXEMBOURG T. ROWE PRICE FUNDS SICAV AGENTE:JP MORGAN BANK 697 F C F LUXEMBOURG JPMORGAN FUNDS AGENTE:JP MORGAN BANK LUXEMBOURG 205.614 F C F CI CORPORATE CLASS LTD AGENTE:RBC DEXIA INVESTOR S 87.700 F F F GENERAL MOTORS CANADA FOREIGN TRUST AGENTE:RBC DEXIA 93.709 F F F INVESTOR S MANULIFE INTERNATIONAL EQUITY INDEX FUND AGENTE:RBC DEXIA 7.891 F C F INVESTOR S EAFE EQUITY INDEX FUND AGENTE:RBC DEXIA INVESTOR S 74.345 F F F GENERAL MOTORS CANADA DOMESTIC TRUST AGENTE:RBC DEXIA 5.603 F F F INVESTOR S VANGUARD DEVELOP MARKET INDEX FUND AGENTE:BROWN 749.843 F C F BROTHERS HARR MAPLE BROWN ABBOTT INTL EQUITY TRUST AGENTE:RBC DEXIA 72.703 F F F INVESTOR S UNITED INTERNATIONAL EQ GROWTH POOL AGENTE:RBC DEXIA 14.200 F F F INVESTOR S EPWORTH INVESTMENT FUND AGENTE:HSBC BANK PLC 7.056 F F F PENSION PLAN TRUST FUND AGENTE:NORTHERN TRUST LO 124.035 F C F LOTHIAN PENSION FUND AGENTE:NORTHERN TRUST LO 53.927 F F F GLENROCK GLOB PARTNERS BVI AGENTE:NORTHERN TRUST LO 166.063 F F F HP INVEST COMMON AGENTE:NORTHERN TRUST LO 190.385 F C F AMERICAN BAR ASSOCIATION AGENTE:NORTHERN TRUST LO 14.500 F C F GLENROCK GLOBAL PARTNERS AGENTE:NORTHERN TRUST LO 178.181 F F F GLENROCK GLOBAL PARTNERS AI AGENTE:NORTHERN TRUST LO 25.756 F F F VANGUARD FTSE ALL WORLD EX US INDEX FUND AGENTE:BROWN 603.302 F C F BROTHERS HARR SENTINEL INTERNATIONAL FUND AGENTE:NORTHERN TRUST LO 439 F F F HLHTE LYDA HILL TRUST AGENTE:NORTHERN TRUST LO 473 F F F LOCKHEED MARTIN SAVING PLAN AGENTE:NORTHERN TRUST LO 22.342 F F F LOCKHEED MARTIN CORPORATION BENEFIT TRUS 69.852 F F F AGENTE:NORTHERN TRUST LO MHTE LYDA HILL TRUST AGENTE:NORTHERN TRUST LO 473 F F F NCR CORPORATION PENSION TRUST AGENTE:NORTHERN TRUST LO 26.247 F F F CABLE & WIRELESS RETIREMENT PLAN AGENTE:NORTHERN TRUST LO 23.116 F F F TYCO ELECTRONICS RETIREMENT AGENTE:NORTHERN TRUST LO 24.322 F C F THE MASTER TRUST BANK OF JAPAN AGENTE:NORTHERN TRUST LO 4.887 F C F JPMORGAN LIFE LIMITED AGENTE:JP MORGAN BANK LUXEMBOURG 4.753 F C F GMO FUNDS PLC AGENTE:BROWN BROTHERS HARR 17.851 F C F HOBART PUBLIC MARKET INVESTMENT LLC AGENTE:JP MORGAN 1.607 F F F CHASE BANK DAVID E MOORE AGENTE:JP MORGAN CHASE BANK 2.627 F F F ENHANCED INTERNATIONAL TRUST AGENTE:JP MORGAN CHASE BANK 4.794 F F F VANGUARD FIDUCIARY TRUST COMPANY EUROPEA AGENTE:JP 44.687 F C F MORGAN CHASE BANK PENN SERIES DEVELOPED INTERNATIONAL INDEX FUND AGENTE:JP 3.168 F F F MORGAN CHASE BANK RETIREMENT PLAN FOR EMPLOYEES OF AETNA I AGENTE:JP MORGAN 170.969 F C F CHASE BANK PUBLIC EMPLOYEES RETIREMENT ASSOCIATION AGENTE:JP MORGAN 68.166 F C F CHASE BANK JAPAN TRUSTEE SERVICES BANK LTD AGENTE:JP MORGAN CHASE 73.212 F C F BANK MTB FOR MORGAN STANLEY DEVELOPED COUNTRI AGENTE:JP 212 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 11 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
SCHRODER QEP GLOBAL ACTIVE VALUE FUND AGENTE:JP MORGAN 6.801 F C F CHASE BANK BBH B FOR TMTBJ RE MUTB400037270 AGENTE:BROWN BROTHERS 35.342 F C F HARR THE MASTER TRUST BANK OF JAPAN LTD. AS TRUSTEE FOR 733.841 F F F MUTB400045792 AGENTE:JP MORGAN CHASE BANK C&J CLARK PENSION FUND AGENTE:JP MORGAN CHASE BANK 38.493 F C F REYNOLDS AMERICAN DEFINED BENEFIT MASTER AGENTE:JP 69.884 F C F MORGAN CHASE BANK STICHTING SHELL PENSIOENFONDS AGENTE:JP MORGAN CHASE BANK 273.659 F F F PRUDENTIAL STAFF PENSIONS LIMITED AS TRUSTEE AGENTE:JP 61.636 F F F MORGAN CHASE BANK THE MASTER TRUST BANK OF JAPAN LTD. AS TRUSTEE FO FOR 451.621 F F F MTBJ400045826 AGENTE:JP MORGAN CHASE BANK INSURANCE MANUFACTURERS OF AUSTRALIA PTY AGENTE:JP 15.563 F C F MORGAN CHASE BANK KIRCHLICHE ZUSATZVERSORGUNGSKASSE BADEN AGENTE:JP 5.493 F C F MORGAN CHASE BANK SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS 62.273 F F F C.P. FUND AGENTE:JP MORGAN CHASE BANK UBS FUND MANAGEMENT (SWITZERLAND) AG AGENTE:UBS AG ZURICH 361.940 F F F SCHWAB FUNDAMENTAL INTER LARGE COMP IN F AGENTE:BROWN 57.576 F F F BROTHERS HARR ENHANCED INDEX INTERNATIONAL SHARE FUND AGENTE:BP2S 133.193 F F F SINGAPORE INSURANCE COMMISSION OF WETERN AUSTRALIA AGENTE:BP2S 27.214 F F F SINGAPORE CLERICAL MED INVEST GROUP LIMITED AGENTE:NORTHERN TRUST 15.856 F C F LO AMERICAN HONDA MOTOR CO RETIREMENT AGENTE:NORTHERN 66.012 F C F TRUST LO MMA PRAXIS INTERNATIONAL INDEX FUND AGENTE:JP MORGAN 2.547 F F F CHASE BANK URS CORPORATION 401(K) PLAN AGENTE:BROWN BROTHERS HARR 67.190 F C F PYRAMIS GLOBAL EX US INDEX FUND LP AGENTE:BROWN BROTHERS 12.884 F F F HARR THREADNEEDLE (LUX) AGENTE:RBC DEXIA INVESTOR S 41.190 F F F SENTINEL INTERNATIONAL TRUST AGENTE:NORTHERN TRUST LO 440 F F F NATIXIS AM 410.908 F C F SDA INTERNATIONAL EQUITY INDEX FUND AGENTE:BROWN 12.860 F F F BROTHERS HARR S2G 129.431 F C F ETOILE GESTION 47.346 F C F PIONEER ASSET MANAGEMENTS SA 46.009 F F F CHILDREN`S HEALTHCARE OF ATLANTA INC 23.144 F F F SEI INTECH GLOBAL DEVELOPED EQUITY POOL 64.627 F C F THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY GASA 15.479 F C F EQUITY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOREIGN 41.881 F C F EQ EUROPEAN EQUITY 3 OF GLOBAL EQUITY INVESTMENT TRUST 52.778 F C F GEORGES R.HAIRK PARAMETRIC PORTFOLIO ASSCIATES 724 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY MARATHON EUROPEAN HEDGE ORION HOUSE RICHIEDENTE:CREDIT 66.882 F F F SUISSE SECURITIES (EUROPE) LTD GMO INTERNATIONAL INTRINSIC VALUE FUND AGENTE:BROWN 11 F C F BROTHERS HARR HENDERSON EUROPEAN ENHANCED EQUITY FUND AGENTE:BNP 4.729 F F F PARIBAS 2S PARIS SIRIOS CAPITAL PARTNERS LP RICHIEDENTE:MORGAN STANLEY & CO. 77.080 F C F INC. SIRIOS CAPITAL PARTNERS II LP RICHIEDENTE:MORGAN STANLEY & 451.210 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 12 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
CO. INC. SIRIOS FOCUS PARTNERS LP RICHIEDENTE:MORGAN STANLEY & CO. 91.930 F C F INC. SIRIOS OVERSEAS FUND LTD RICHIEDENTE:MORGAN STANLEY & CO. 401.330 F C F INC. SIRIOS QP PARTNERS LP RICHIEDENTE:MORGAN STANLEY & CO. INC. 647.800 F C F EVERMORE PARTNERS FUND LP RICHIEDENTE:MORGAN STANLEY & 3.500 F F F CO. INC. LP MAI LTD RICHIEDENTE:GOLDMAN SACHS & CO. 47.712 F F F SEG LP MA2 LP RICHIEDENTE:GOLDMAN SACHS & CO. 29.259 F F F SEG LATIGO MASTER FUND LTD RICHIEDENTE:GOLDMAN SACHS & CO. 23.029 F F F JAT CAPITAL MANAGEMENT L.P RICHIEDENTE:GOLDMAN SACHS & CO. 4.912.687 F C F BNP2S LONDON WITAN INVESTMENT TRUST PLC AL AGENTE:BNP 214.985 F F F PARIBAS 2S PARIS BRAHMAN PARTNERS II OFFSHORE LTD RICHIEDENTE:GOLDMAN 730.100 F F F SACHS & CO. BRAHMAN PARTNERS IV L.P RICHIEDENTE:GOLDMAN SACHS & CO. 141.702 F F F BRAHMAN INSTITUTIONAL PARTNERS L.P. RICHIEDENTE:GOLDMAN 493.402 F F F SACHS & CO. BRAHMAN CPF PARTNERS LP RICHIEDENTE:GOLDMAN SACHS & CO. 455.061 F F F BRAHMAN PARTNERS II L.P. RICHIEDENTE:GOLDMAN SACHS & CO. 324.520 F F F BRAHMAN PARTNERS III L.P RICHIEDENTE:GOLDMAN SACHS & CO. 687.738 F F F PUTNAM CONSUMER LONG/SHORT FUND LP RICHIEDENTE:GOLDMAN 4.783 F F F SACHS & CO. COLONIAL FIRST STATE INVESTMENTS LIMITED RICHIEDENTE:CBHK 103.045 F F F NA S/A CFSIL COMMONWEALTH GLOBAL SHARES FUND 8 WILMINGTON INTERNATIONAL EQUITY FUND SELECT LP 3.542 F F F RICHIEDENTE:CBNY NA, S/A/ BALENTINE INTERNATIONAL EQUITY FUND SELECT STANDARD LIFE INVESTMENT LIMITED RICHIEDENTE:CBLDN S/A 3.173.469 F C F STANDARD LIFE ASSURANCE COMPANY STAFF PENSION SCHEME (UK) HOUR GLASS INDEXED INT SHARED SECT TRUST AGENTE:BP2S 12.079 F F F SINGAPORE ORBIS GLOBAL EQUITY RICHIEDENTE:CBNY S/A ORBIS FUNDS 5.771.934 F F F ORBIS OPTIMAL SA RICHIEDENTE:CBNY S/A ORBIS FUNDS 1.024.880 F F F ORBIS INTERNATIONAL EQUITY LP RICHIEDENTE:CBNY S/A ORBIS 9.038 F F F FUNDS STICHTING MN SERVICES AANDELENSFONDS EUROPA III 430 F C F RICHIEDENTE:CBLDN S/A ST MN SER AANDEL EUROP II WILSHIRE VARIABLE INSURANCE TRUST-INTERNATIONAL EQUITY 1.510 F C F FUND RICHIEDENTE:CBNY S/A WILTSHIRE VARIABLE INSURANCE TRUST-INTERNATIONAL EQUITY FUND MACQUARIE INVESTMENT MANAGEMENT LIMITED RICHIEDENTE:CBHK 188.359 F C F SA MIML WELLINGRON SPEC STR PT JAPAN TRUSTEE SERVICE BANK RICHIEDENTE:CBHK SA JTSB STB GS 57.149 F F F GL E QE M FD MACQUARIE INVESTMENT MANAGEMENT LIMITED RICHIEDENTE:CBHK 113.605 F F F SA MIML WELLINGRON SPEC STR PT CITI LUX ORBIS SICAV GLOBAL EQ FD LPG BUILDING 1.562.564 F F F RICHIEDENTE:CBNY S/A ORBIS SICAV ORBIS OPTIMAL GLOBAL LP RICHIEDENTE:CBNY S/A ORBIS OPTIMAL 28.010 F F F GLOBAL FUND LP OPTIMIX WHOLESALE GLOBAL SHARE TRUST AGENTE:BP2S 28.794 F F F SINGAPORE LAZARD ASSET MANAGEMENT LTD. RICHIEDENTE:CBLDN S/A LEGAL 3.813.017 F C F AND GENERAL LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED 91.635 F C F RICHIEDENTE:CBLDN S/A LEGAL AND GENERAL AVIVA INVESTORS INTERNATIONAL INDEX TRACKING FUND 17.231 F C F RICHIEDENTE:CBLDN S/A CIP-DEP AVIVA INVESTORS NORWICH UNION LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD 254.060 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 13 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
RICHIEDENTE:CBLDN S/A LEGAL AND GENERAL ORBIS US EQUITY FUND LP RICHIEDENTE:CBNY S/A ORBIS SICAV 530.089 F F F WILMINGTON MULTI MANAGER INTERNATIONAL FUND 3.334 F F F RICHIEDENTE:CBNY, S/A WILMINGTON MUL INT FUND COMMONWEALTH BANK OFFICERS SUPERANNUATION CORPORATION 104.152 F F F PTY LTD RICHIEDENTE:CBHK S/A CBOSC OSF WGSS02 LEGG MASON GLOBAL FUNDS PLC RICHIEDENTE:CBNY S/A LEGG 2.626 F C F MASON GLOBAL FUNDS PLC COLONIAL FIRST STATE INVESTMENTS LIMITED RICHIEDENTE:CBHK 18.208 F C F NA S/A CFSIL COMMONWEALTH GLOBAL SHARES FUND 8 UBS CANADA RICHIEDENTE:CBNY S/A UBS SDRSP 52.104 F F F SECTOR LEADERS INTERNAT EQUITIES FUND AGENTE:BP2S 9.429 F F F SINGAPORE ROBECO INSTITUTIONEEL GLOBAL ENHANCED INDEX FONDS 14.438 F C F RICHIEDENTE:CBLDN S/A SCRI RI GLOBAL ENHANCED INDEX AEGON CUSTODY BV INZAKE AEGON BASISFONDS AANDELEN EUROPA 8.474 F C F RICHIEDENTE:CBLDN S/A AEGON CUSTODY N.V. COLONIAL FIRST STATE INVESTEMENT LIMITED RICHIEDENTE:CBHK 47.344 F F F S/A CFSIL WS IGSF STANLIB FUNDS LIMITED RICHIEDENTE:CITIJER SA CB AGENT SA C, 34.358 F F F NA AS CUSTODIAN LIBERTY INT FD PAN EUROPEAN STICHTING PENSIOENFONDS METAAL EN TECHNIEK 107.884 F C F RICHIEDENTE:CBLDN S/A PFMT STICHTING MN SERVICES AANDELENFONDS EUROPA 3.176 F C F RICHIEDENTE:CBLDN S/A MNSERVICES AANDELENFONDS EUROPA AEGON CUSTODY B.V. RICHIEDENTE:CBLDN S/A AEGON CUSTODY N.V. 2.773 F C F BLUE RIDGE OFFSHORE MASTER FUND RICHIEDENTE:CREDIT SUISSE 3.840.223 F F F SECURITIES (USA) LLC FRIENDS PROVIDENT LIFE PENSION LTD RICHIEDENTE:CBLDN SA 218.447 F C F FRIENDS PROVIDENT LIFE AND PENSIONS LIMITED BLUE RIDGE LP RICHIEDENTE:CREDIT SUISSE SECURITIES (USA) LLC 6.309.753 F F F FDT ETHOS AGENTE:PICTET & CIE 11.600 F C F GLASS LEWIS - QUISSETT PARTNERS RICHIEDENTE:CREDIT SUISSE 282.451 F F F SECURITIES (USA) LLC GLASS LEWIS QUISSETT INVST BERMUDA RICHIEDENTE:CREDIT SUISSE 417.082 F F F SECURITIES (USA) LLC SONOMA COUNTY EMPLOYEES RETIREMENT ASSOCIATION 50.226 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY LOCKHEED MARTIN SUPPLEMENTAL EXCESS RETIREMENT TRUST 27.038 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY CELANESE AMERICAS RETIREMENT PENSION PLAN AGENTE:STATE 49.403 F C F STREET BANK AND TRUST COMPANY LEGG MASON GLOBAL TRUST INC LEGG MASON BATTERYMARCH 59.468 F C F INTERN AGENTE:STATE STREET BANK AND TRUST COMPANY STATE FARM VARIABLE PRODUCT TRUST INTERNATIONAL EQUITY 19.472 F F F INDEX AGENTE:STATE STREET BANK AND TRUST COMPANY TEACHERS` RETIREMENT SYSTEM OF THE STATE OF ILLINOIS 42.699 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY ARKWRIGHT LLC AGENTE:STATE STREET BANK AND TRUST COMPANY 2.842 F F F FIDELITY CAPITAL TRUST FIDELITY VALUE FUND AGENTE:STATE 2.790.300 F F F STREET BANK AND TRUST COMPANY JAPAN TRUSTEE SERVICES BANK LTD INV.FUND AGENTE:SUMITOMO 5.737 F C F TRUST&BANKG LONDON BOROUGH OF TOWER HAMLETS PENSION FUND 25.075 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY THE MOTOROLA PENSION SCHEME AGENTE:STATE STREET BANK 12.265 F C F AND TRUST COMPANY JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B 17.022 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A 16.787 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK TRUST ALPHA OPPORTUNITIES TRUST 183.557 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 14 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK FUNDS II ALPHA OPPORTUNITIES FUND 283.268 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY NOTTINGHAMSHIRE COUNTY COUNCIL PENSION FUND AGENTE:STATE 30.464 F F F STREET BANK AND TRUST COMPANY JOHN HANCOCK FUNDS III INTERNATIONAL GROWTH FUND 14.478 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND 1 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND 21.920 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY HSBC EUROPEAN INDEX FUND AGENTE:HSBC BANK PLC 33.900 F F F SCHWAB INTERNATIONAL EQUITY ETF AGENTE:STATE STREET BANK 21.828 F F F AND TRUST COMPANY MANAGED PENSION FUNDS LIMITED AGENTE:STATE STREET BANK 18.986 F F F AND TRUST COMPANY CAVENHAM GLOBAL EQUITIES AGENTE:STATE STREET BANK AND 37.104 F F F TRUST COMPANY JOHN HANCOCK TRUST INTERNATIONAL INDEX TRUST 142.639 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM VOYAGER FUND AGENTE:STATE STREET BANK AND TRUST 3.232.319 F F F COMPANY PUTNAM EUROPE EQUITY FUND AGENTE:STATE STREET BANK AND 319.306 F F F TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT GLOBAL ASSET ALLOCATION 8.954 F F F FUND AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM ASSET ALLOCATION FUNDS GROWTH PORTFOLIO 67.033 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM ASSET ALLOCATION FUNDS BALANCED PORTFOLIO 49.897 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM ASSET ALLOCATION FUNDS CONSERVATIVE PORTFOLIO 43.937 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY NUCLEAR LIABILITIES FUND LIMITED AGENTE:HSBC BANK PLC 18.155 F F F PUTNAM FUNDS TRUST PUTNAM INTERNATIONAL GROWTH AND 172.467 F F F INCOME FU AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT INTERNATIONAL GROWTH AND 97.143 F F F INC AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT INTERNATIONAL EQUITY 616.413 F F F FUND AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT INTERNATIONAL NEW 73.469 F F F OPPORTUNIT AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM INTERNATIONAL NEW OPPORTUNITIES FUND AGENTE:STATE 413.841 F F F STREET BANK AND TRUST COMPANY PUTNAM INTERNATIONAL EQUITY FUND AGENTE:STATE STREET 1.613.511 F F F BANK AND TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT VOYAGER FUND 698.706 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM GLOBAL EQUITY FUND AGENTE:STATE STREET BANK AND 233.224 F F F TRUST COMPANY PUTNAM VARIABLE TRUST PUTNAM VT GLOBAL EQUITY FUND 60.644 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PUTNAM INTERNATIONAL GROWTH EQUITY TRUST AGENTE:STATE 132.390 F F F STREET BANK AND TRUST COMPANY WEST MIDLANDS METROPOLITAN AUTHORITI AGENTE:HSBC BANK 116.000 F F F PLC PUTNAM INTERNATIONAL EQUITY FUND LLC AGENTE:STATE STREET 49.810 F F F BANK AND TRUST COMPANY PUTNAM GLOBAL CONSUMER FUND AGENTE:STATE STREET BANK 14.807 F F F AND TRUST COMPANY PUTNAM GLOBAL INDUSTRIAL FUND AGENTE:STATE STREET BANK 18.093 F F F AND TRUST COMPANY PENSION PROTECTION FUND AGENTE:STATE STREET BANK AND 154.572 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 15 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
TRUST COMPANY JOHNSON & JOHNSON GB GROUP RETIREMENT PLAN AGENTE:STATE 57.507 F F F STREET BANK AND TRUST COMPANY DB ADVISORS (CH) DBI WORLD EQUITY FUND AGENTE:STATE STREET 1.111 F F F BANK AND TRUST COMPANY GPF (THAILAND) INVESTMENT FUND AGENTE:STATE STREET BANK 3.804 F F F AND TRUST COMPANY THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS 3.629 F F F ALLIANCEBERNSTEIN V AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK LIFE AND HEALTH INSURANCE COMPANY 24.366 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY METROPOLITAN LIFE INSURANCE COMPANY AGENTE:STATE STREET 20.511 F F F BANK AND TRUST COMPANY DWS DIVERSIFIED INTERNATIONAL EQUTIY VIP AGENTE:BROWN 645 F C F BROTHERS HARR FRIENDS PROVIDENT PENSIONS LIMITED AGENTE:HSBC BANK PLC 740.768 F C F BRUNSWICK UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND 1.428 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY HARRIS UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND 2.854 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY BRUNSWICK UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND 1.380 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY ROBINSON UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND 2.605 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY THE MASTER TRUST BANK OF JAPAN LTD RE HITACHI FOREIGN 26.217 F F F EQUITY INDEX MOTHER FUND AGENTE:STATE STREET BANK AND TRUST COMPANY GOVERNMENT OF THE REPUBLIC OF SINGAPORE . AGENTE:STATE 6.071 F F F STREET BANK AND TRUST COMPANY BT INSTITUTIONAL INTERNATIONAL SUSTAINABILITY SHARE FUND 4.913 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PENSION FUND OF SUMITOMO MITSUI BANKING CORPORATION 4.705 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY GENERAL MOTORS HOURLY RATE EMPLOYEES PENSION TRUST 37.915 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY GENERAL MOTORS SALARIED EMPLOYEES PENSION TRUST 27.641 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY AXA GLOBAL DISTRIBUTION FUND AGENTE:HSBC BANK PLC 58.000 F C F GMAM GROUP PENSION TRUST III AGENTE:STATE STREET BANK AND 232.662 F C F TRUST COMPANY GMAM INVESTMENT FUNDS TRUST AGENTE:STATE STREET BANK AND 596.853 F F F TRUST COMPANY ENHANCED GLOBAL SERIES OF BLACKROCK QUANTITATIVE PARTNERS 307 F F F L.P. AGENTE:STATE STREET BANK AND TRUST COMPANY ARIZONA STATE RETIREMENT SYSTEM AGENTE:STATE STREET BANK 5.766 F C F AND TRUST COMPANY RYDEX MSCI EAFE EQUAL WEIGHT ETF AGENTE:STATE STREET BANK 3.104 F F F AND TRUST COMPANY ENERGY INSURANCE MUTUAL LIMITED AGENTE:STATE STREET BANK 10.065 F F F AND TRUST COMPANY ORGANIZATION FOR SMALL&MEDIUM ENTERPRISES AND REGIONAL 39.619 F F F INNOVATION JAPAN AGENTE:STATE STREET BANK AND TRUST COMPANY THE MASTER TRUST BANK OF JAPAN LTD RE FRANK RUSSELL 43.194 F F F INVESTMENTS (JAPAN) LIMITED INTERNATIONAL EQUITY FUND AGENTE:STATE STREET BANK AND TRUST COMPANY ARCHITAS MULTI MANAGER (SA) UNIT TRUST AGENTE:STATE STREET 20.920 F F F BANK AND TRUST COMPANY AXA SUN LIFE PUBLIC LIMITED COMPANY AGENTE:STATE STREET 1.036.270 F C F BANK AND TRUST COMPANY HSBC BANK PLC A C HSBC ET AGENTE:HSBC BANK PLC 4.319 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 16 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
AQR INTERNATION EQUITY FUND II L.P. AGENTE:STATE STREET 39.201 F C F BANK AND TRUST COMPANY AXA ROSENBERG EQUITY ALPHA TRUST AGENTE:STATE STREET 8.531 F C F BANK AND TRUST COMPANY WHOLESALE GLOBAL EQUITY INDEX FUND (UNHEDGED) 18.613 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN 29.426 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY R.H. BLUESTEIN & CO. AGENTE:STATE STREET BANK AND TRUST 50.000 F F F COMPANY AMERICAN HEART ASSOCIATION AGENTE:STATE STREET BANK AND 2.304 F F F TRUST COMPANY TIAA CREF ENHANCED INTERNATIONAL EQUITY INDEX FUND 96.673 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY HENDERSON INTERNATIONAL EQUITY FUND AGENTE:STATE STREET 121.374 F F F BANK AND TRUST COMPANY HENDERSONINTERNATIONAL ALL CAP EQUITY LP AGENTE:STATE 15.995 F F F STREET BANK AND TRUST COMPANY CALVERT VP EAFE INTERNATIONAL INDEX PORTFOLIO 12.922 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY NEW IRELAND ASSURANCE CO PLC AGENTE:BANK OF IRELAND DU 50.400 F C F CAISSE DE DEPOT ET PLACEMENT DU QUEBEC AGENTE:STATE 873.219 F C F STREET BANK AND TRUST COMPANY MICROSOFT CORPORATION SAVINGS PLUS 401(K) PLAN 36.096 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY FEDEX CORPORATION EMPLOYEES PENSION TRUST AGENTE:STATE 146.924 F C F STREET BANK AND TRUST COMPANY FEDEX CORPORATION EMPLOYEES PENSION TRUST AGENTE:STATE 162.269 F F F STREET BANK AND TRUST COMPANY EATON VANCE RICHARD BERNSTEIN MULTI MARKET EQUITY 32.586 F C F STRATEGY FUN AGENTE:STATE STREET BANK AND TRUST COMPANY AMERICAN INTERNATIONAL GROUP INC RETIREMENT PLAN 692 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY AMERICAN FUNDS INSURANCE SERIES GROWTH INCOME FUND 6.000.000 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY AMERICAN FUNDS INSURANCE SERIES INTERNATIONAL FUND 7.507.800 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY AMERICAN FUNDS INSURANCE SERIES INTERNATIONAL GROWTH AND 37.500 F F F INCOM AGENTE:STATE STREET BANK AND TRUST COMPANY TIFF INTERNATIONAL EQUITY FUND AGENTE:STATE STREET BANK 36.626 F C F AND TRUST COMPANY LOCKHEED MARTIN CORP MASTER TRUST AGENTE:NORTHERN TRUST 704.424 F F F LO TIFF INVESTMENT PROGRAM INC TIFF MULTI ASSET FUND 101.222 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY TRANSAMERICA ALLIANCEBERNSTEIN DYNAMIC ALLOCATION VP 1.584 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY INSURANCE CORPORATION OF BRITISH COLUMBIA AGENTE:STATE 20.286 F F F STREET BANK AND TRUST COMPANY ING DIRECT STREETWISE BALANCED INCOME FUND AGENTE:STATE 260 F F F STREET BANK AND TRUST COMPANY ING DIRECT STREETWISE BALANCED FUND AGENTE:STATE STREET 1.190 F F F BANK AND TRUST COMPANY ING DIRECT STREETWISE BALANCED GROWTH FUND AGENTE:STATE 2.274 F F F STREET BANK AND TRUST COMPANY STATE FARM MUTUAL FUND TRUST INTERNATIONAL INDEX FUND 15.079 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY GMO DEVELOPED WORLD EQUITY INVESTMENT FUND PLC 56.040 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY GMO TAX MANAGED GLOBAL BALANCED PORTFOLIO AGENTE:STATE 5.601 F C F STREET BANK AND TRUST COMPANY JOHNSON & JOHNSON PENSION & SAVINGS PLANS MASTER TRUST . 364.951 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 17 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
AGENTE:STATE STREET BANK AND TRUST COMPANY CATERPILLAR INC INVEST TRUST AGENTE:NORTHERN TRUST LO 33.112 F C F DWS LIFECYCLE LONG RANGE FUND AGENTE:STATE STREET BANK 4.220 F C F AND TRUST COMPANY DWS EAFE EQUITY INDEX FUND AGENTE:STATE STREET BANK AND 22.318 F C F TRUST COMPANY STICHTING PHILIPS PENSIOENFONDS AGENTE:STATE STREET BANK 129.313 F F F AND TRUST COMPANY MULTI MANAGER ICVC MULTI MANGER INTERNATIONAL EQUITY 5.182 F C F FUND AGENTE:STATE STREET BANK AND TRUST COMPANY LEGG MASON FUNDS ICVC LEGG MASON CONTINENTAL EUROPEAN 3.749 F C F EQUITY AGENTE:STATE STREET BANK AND TRUST COMPANY MARYLAND STATE RETIREMENT & PENSION SYSTEM AGENTE:STATE 182.979 F C F STREET BANK AND TRUST COMPANY MARATHON GLOBAL FUND GLOBAL EQUITY FUND AGENTE:STATE 465.933 F F F STREET BANK AND TRUST COMPANY MARATHON NEW GLOBAL FUND PLC AGENTE:STATE STREET BANK 1.223.011 F F F AND TRUST COMPANY MARATHON GLOBAL FUND INTERNATIONAL EQUITY FUND 341.328 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AGENTE:STATE 23.000 F F F STREET BANK AND TRUST COMPANY CATERPILLAR INC MASTER RETIRE TRUST AGENTE:NORTHERN TRUST 263.942 F C F LO MGI INTERNATIONAL EQUITY FUND AGENTE:STATE STREET BANK 88.099 F C F AND TRUST COMPANY MGI FUNDS PLC AGENTE:STATE STREET BANK AND TRUST COMPANY 233.493 F C F MARATHON LONDON INTERNATIONAL INVESTMENT TRUST 1 1.294.721 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY MARATHON LONDON GLOBAL INVESTMENT TRUST I AGENTE:STATE 54.555 F F F STREET BANK AND TRUST COMPANY MARATHON LONDON POOLED TRUST AGENTE:STATE STREET BANK 178.442 F F F AND TRUST COMPANY MARATHON LONDON GROUP TRUST FOR EMPLOYEE BENEFIT PLANS 3.385.029 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY LOCKHEED MARTIN CORP DEFINED CONTRIBUTION PLAN MASTER 103.820 F F F TRUST AGENTE:STATE STREET BANK AND TRUST COMPANY LEGG MASON COLLECTIVE TRUST AGENTE:STATE STREET BANK AND 14.043 F C F TRUST COMPANY NORTHROP GRUMMAN CORPORATION VEBA MASTER TRUST I 2.534 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY THE GE UK PENSION COMMON INVESTMENT FUND AGENTE:STATE 18.344 F C F STREET BANK AND TRUST COMPANY SHY LLC AGENTE:NORTHERN TRUST LO 2.248 F F F BEAR CREEK INVESTMENT LLC AGENTE:STATE STREET BANK AND 41.690 F F F TRUST COMPANY CANADA PENSION PLAN INVESTMENT BOARD . AGENTE:STATE 123.957 F C F STREET BANK AND TRUST COMPANY STATE TEACHERS RETIREMENT SYSTEM OF OHIO AGENTE:STATE 623.654 F C F STREET BANK AND TRUST COMPANY COSMOPOLITAN INVESTMENT FUND AGENTE:STATE STREET BANK 571 F C F AND TRUST COMPANY INTERNATIONAL INVESTMENT FUND AGENTE:STATE STREET BANK 94.006 F F F AND TRUST COMPANY PUTNAM WORLD TRUST II AGENTE:STATE STREET BANK AND TRUST 1.498 F F F COMPANY TAM INTERNATIONAL EQUITY TRUST AGENTE:STATE STREET BANK 96.576 F F F AND TRUST COMPANY WESTPAC STAFF SUPERANNUATION PLAN AGENTE:STATE STREET 5.705 F F F BANK AND TRUST COMPANY WESTPAC STAFF SUPERANNUATION PLAN AGENTE:STATE STREET 16.367 F C F BANK AND TRUST COMPANY
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 18 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
IPAC SPECIALIST INV. STRATEGIES INTL SHARE STRATEGY N0 1 99.835 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY FS PARAMETRIC PARTNERS AGENTE:NORTHERN TRUST LO 3.250 F F F SSGA WEALTH WEIGHTED GLOBAL EQUITIES INDEX NL TRUST 8.336 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY WESTPAC INTERNATIONAL SHARE INDEX TRUST AGENTE:STATE 51.808 F F F STREET BANK AND TRUST COMPANY SSGA INTERNATIONAL EQUITIES INDEX NL TRUST AGENTE:STATE 13.079 F F F STREET BANK AND TRUST COMPANY RETIREMENT AND SECURITY PROGRAM FOR EMPLOYEES NTCA AND 39.067 F C F MEMBERS AGENTE:STATE STREET BANK AND TRUST COMPANY GMO GLOBAL EQUITY TRUST AGENTE:STATE STREET BANK AND 30.091 F C F TRUST COMPANY ALASKA COMMON TRUST FUND AGENTE:STATE STREET BANK AND 10.343 F C F TRUST COMPANY THE HARTFORD GROWTH OPPORTUNITIES FUND AGENTE:STATE 939.127 F F F STREET BANK AND TRUST COMPANY HARTFORD GROWTH OPPORTUNITIES HLS FUND AGENTE:STATE 631.397 F F F STREET BANK AND TRUST COMPANY RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND AGENTE:STATE 105.269 F F F STREET BANK AND TRUST COMPANY SC BLACKROCK INTERNATIONAL INDEX FUND AGENTE:STATE 4.004 F F F STREET BANK AND TRUST COMPANY HONG KONG SPECIAL ADMIN EXCHANGE FD AGENTE:NORTHERN 110.734 F F F TRUST LO HONG KONG HOUSING AUTHORITY AGENTE:STATE STREET BANK 15.397 F F F AND TRUST COMPANY FLOURISH INVESTMENT CORPORATION AGENTE:STATE STREET BANK 189.886 F C F AND TRUST COMPANY FLOURISH INVESTMENT CORPORATION AGENTE:STATE STREET BANK 180.740 F F F AND TRUST COMPANY MINISTRY OF STRATEGY AND FINANCE AGENTE:STATE STREET BANK 3.335 F F F AND TRUST COMPANY MINISTRY OF STRATEGY AND FINANCE AGENTE:STATE STREET BANK 10.381 F C F AND TRUST COMPANY DEUTSCHE DBI GLOBAL SHARES FUND AGENTE:STATE STREET BANK 4.446 F C F AND TRUST COMPANY PEOPLE`S BANK OF CHINA AGENTE:STATE STREET BANK AND TRUST 41.287 F F F COMPANY WORKERS COMPENSATION INSURANCE FUND AGENTE:STATE STREET 13.291 F F F BANK AND TRUST COMPANY WUT45 AGENTE:STATE STREET BANK AND TRUST COMPANY 53.045 F C F WUT47 AGENTE:STATE STREET BANK AND TRUST COMPANY 3.857 F F F VANGUARD GLOBAL EQUITY FUND AGENTE:BROWN BROTHERS HARR 322.884 F C F INTERNATIONAL EQUITY FUND AGENTE:NORTHERN TRUST LO 12.551 F F F HONGKONG ELECTRIC DEFINED CONTRIBUTION SCHEME 104 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY SSGA MSCI ACWI EX USA INDEX NON LENDING DAILY TRUST 13.549 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY HONG KONG HOUSING AUTHORITY AGENTE:STATE STREET BANK 79.761 F C F AND TRUST COMPANY SUPERVALU INC. MASTER INVESTMENT TRUST AGENTE:STATE 40.027 F C F STREET BANK AND TRUST COMPANY CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 2.046.326 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM AGENTE:STATE 334.545 F F F STREET BANK AND TRUST COMPANY TEACHER RETIREMENT SYSTEM OF TEXAS AGENTE:STATE STREET 893.946 F C F BANK AND TRUST COMPANY BAERUM KOMMUNE AGENTE:STATE STREET BANK AND TRUST 6.418 F F F COMPANY AXA SWISS INSTITUTIONAL FUND EQUITIES GLOBAL EX 22.445 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 19 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
SWITZERLAND AGENTE:STATE STREET BANK AND TRUST COMPANY STATE STREET TRUSTEES LIMITED AS TRUSTEE FOR MARATHON 45.822 F F F EXEMPT F AGENTE:STATE STREET BANK AND TRUST COMPANY DODDINGTON GLOBAL FUND LLC AGENTE:NORTHERN TRUST LO 65.200 F C F METZLER INVESTMENT GMBH FOR MI FONDS 415 AGENTE:STATE 140.538 F C F STREET BANK AND TRUST COMPANY AXA UNIT TRUSTS GLOBAL FUND AGENTE:STATE STREET BANK AND 719 F C F TRUST COMPANY UAW RETIREE MEDICAL BENEFITS TRUST AGENTE:STATE STREET 389.703 F F F BANK AND TRUST COMPANY UAW RETIREE MEDICAL BENEFITS TRUST AGENTE:STATE STREET 17.589 F C F BANK AND TRUST COMPANY UNIVERSITY OF WASHINGTON . AGENTE:STATE STREET BANK AND 11.238 F C F TRUST COMPANY VANGUARD INVESTMENTS FUNDS ICVC VANGUARD FTSE DEVELOPED 15.566 F C F WOR LD AGENTE:STATE STREET BANK AND TRUST COMPANY VANGUARD INVESTMENTS FUNDS ICVC VANGUARD FTSE DEVELOPED 10.698 F C F EUR O AGENTE:STATE STREET BANK AND TRUST COMPANY THE WELLINGTON TRUST CP. NATIONAL ASS. MULTIPLE COL. 121.903 F F F INV.FUNDS AGENTE:STATE STREET BANK AND TRUST COMPANY THE WELLINGTON TRUST COMPANY NATIONAL ASSOCIATION 78.139 F F F MULTIPLE C OMMON TRUST FUNDS TRUST GLOBAL SELECT CAPITAL APPRECIATION AGENTE:STATE STREET BANK AND TRUST COMPANY WELLINGTON TRUST COMPANY NATIONAL ASSOCIATION MULTIPLE 98.097 F F F COMMON AGENTE:STATE STREET BANK AND TRUST COMPANY FUNDO DE PENSOES AGENTE:NORTHERN TRUST LO 10.857 F C F THE WELLINGTON TRUST COMPANY NATIONAL ASS. MULT. 18.778 F F F COLL.INV.F.TR AGENTE:STATE STREET BANK AND TRUST COMPANY BILL AND MELINDA GATES FOUNDATION TRUST AGENTE:STATE 183.757 F F F STREET BANK AND TRUST COMPANY WELLS FARGOMASTER TRUST DIVERSIFIED STOCK PORTFOLIO 43.824 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY WELLS FARGO MASTER TRUST INTERNATIONAL INDEX PORTFOLIO 1.989 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY WSIB INVESTMENTS (PUBLIC EQUITIES) POOLED FUND TRUST 135.871 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY THE HARTFORD CAPITAL APPRECIATION II FUND AGENTE:STATE 200.915 F F F STREET BANK AND TRUST COMPANY THE HARTFORDGLOBAL ALL ASSET FUND AGENTE:STATE STREET 9.219 F F F BANK AND TRUST COMPANY HARTFORD CAPITAL APPRECIATION HLS FUND AGENTE:STATE 336.220 F F F STREET BANK AND TRUST COMPANY PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY 295.452 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY MANULIFE ASSET MANAGEMENT INTERNATIONAL EQUITY INDEX 4.599 F C F POOLED AGENTE:STATE STREET BANK AND TRUST COMPANY INTERNATIONAL EQUITY PARTNERS AGENTE:NORTHERN TRUST LO 7.216 F C F STATE STREET BANK AND TRUST COMPANY INV. FUNDS FOR 2.395.690 F F F TAXEXEMPT R AGENTE:STATE STREET BANK AND TRUST COMPANY DOW JONES SUSTAINABILITY WORLD INDEX NON LENDING COMMON 4.635 F F F TRUST AGENTE:STATE STREET BANK AND TRUST COMPANY SSGA MSCI EUROPE SCREENED INDEX NON LENDING COMMON TRUST 17.001 F F F FUND AGENTE:STATE STREET BANK AND TRUST COMPANY MSCI EAFE PROVISIONAL SCREENED INDEX NON LENDING COMMON 8.585 F F F TRUST FUND AGENTE:STATE STREET BANK AND TRUST COMPANY GLOBAL ADVANTAGE FUNDS MAJOR MARKETS TEILFONDS 158.605 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY UNIVERSAL SHIPOWNERS MARINE INSURANCE ASSOCIATION LTD 3.698 F F F EQUITY CLASS 3 AGENTE:STATE STREET BANK AND TRUST COMPANY MARCH FUND AGENTE:STATE STREET BANK AND TRUST COMPANY 5.538 F F F SELECT INDEX SERIES AGENTE:STATE STREET BANK AND TRUST 53.151 F F F COMPANY
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 20 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
IPAC MULTI MANAGER INVESTMENT FUND SERIES IPAC MULTI 14.266 F C F MANAGEREUROPE EQUITY FUND AGENTE:STATE STREET BANK AND TRUST COMPANY ISHARES MSCI ACWI EX US CONSUMER DISCRETIONARY SECTOR 4.359 F F F INDEX FU AGENTE:STATE STREET BANK AND TRUST COMPANY HK MONETARY AUTHORITY AGENTE:NORTHERN TRUST LO 436.542 F C F ISHARES MSCI ACWI INDEX FUND (EX IBT 2765) AGENTE:STATE 20.384 F F F STREET BANK AND TRUST COMPANY ISHARES MSCI ACWI EX US INDEX FUND (EX IBT 2766) 58.019 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY ISHARES S&P EUROPE 350 INDEX FUND (EX IBT 2773) AGENTE:STATE 141.036 F F F STREET BANK AND TRUST COMPANY ISHARES MSCI EAFE GROWTH INDEX FUND (EX IBT 2776) 118.845 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY ISHARES MSCI EAFE INDEX FUND (EX IBT 2777) AGENTE:STATE 2.737.455 F F F STREET BANK AND TRUST COMPANY ISHARES MSCI EAFE VALUE INDEX FUND (EX IBT 2778) 68.379 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY ISHARE S&P GLOBAL COSTUMER DISCRETIONARY SECT IND EX IBT 54.600 F F F 2780 AGENTE:STATE STREET BANK AND TRUST COMPANY ISHARES MSCI EMU INDEX FUND (EX IBT 2865) AGENTE:STATE 178.304 F F F STREET BANK AND TRUST COMPANY ISHARES MSCI ITALY INDEX FUND (EX IBT 2869) AGENTE:STATE 366.120 F F F STREET BANK AND TRUST COMPANY ISHARES MSCI KOKUSAI INDEX FUND (EX IBT 2769) AGENTE:STATE 24.418 F F F STREET BANK AND TRUST COMPANY HP INVEST COMMON CONTRACTUAL FUND AGENTE:NORTHERN TRUST 57.219 F C F LO BLACKROCK INSTITUTIONAL TRUST COMPANY N.A. INVESTMENT 3.205.494 F F F FUNDSFO AGENTE:STATE STREET BANK AND TRUST COMPANY CONNECTICUT GENERAL LIFE INSURANCE COMPANY AGENTE:STATE 7.802 F F F STREET BANK AND TRUST COMPANY BGICL MSCI EAFE EQUITY INDEX FUND (EX IBT 71015) 139.861 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY BLACKROCK CDN MSCI EAFE INDEX PLUS FUND AGENTE:STATE 41.327 F F F STREET BANK AND TRUST COMPANY MSCI EQUITY INDEX FUND B ITALY AGENTE:STATE STREET BANK 791.131 F F F AND TRUST COMPANY INTERNATIONAL EQUITY INDEX PLUS FUND B (EX IBT 90223) 16.139 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY BGI MSCI EUROPE EQUITY INDEX FUND B AGENTE:STATE STREET 423.057 F F F BANK AND TRUST COMPANY BGI MSCI EAFE EQUITY INDEX NON LENDABLE FUND B 150.258 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY BGI MSCI EMU IMI INDEX FUND B AGENTE:STATE STREET BANK AND 92.754 F F F TRUST COMPANY KAISER PERMANENTE MASTER TRUST AGENTE:STATE STREET BANK 128.667 F C F AND TRUST COMPANY NORTHERN TRUST NON UCITS COMMON CONTRACT 4.679 F C F AGENTE:NORTHERN TRUST LO KAISER PERMANENTE MASTER TRUST AGENTE:STATE STREET BANK 379.145 F F F AND TRUST COMPANY KAISER FOUNDATION HOSPITALS AGENTE:STATE STREET BANK AND 186.027 F C F TRUST COMPANY THE CIVIL SERVICE SUPERANNUATION FUND AGENTE:STATE STREET 101.446 F F F BANK AND TRUST COMPANY BP PENSION FUND AGENTE:STATE STREET BANK AND TRUST COMPANY 258.300 F C F BRITISH AIRWAYS PENSION TRUSTEES LIMITED AS TRUSTEE FOR 64.795 F C F AIRWAY AGENTE:STATE STREET BANK AND TRUST COMPANY BRITISH AIRWAYS PENSION TRUSTEES LIMITED AS TRUSTEE FOR 541.910 F C F NEW AI AGENTE:STATE STREET BANK AND TRUST COMPANY CUMBRIA LOCAL GOVERNMENT PENSION SCHEME AGENTE:STATE 22.549 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 21 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
STREET BANK AND TRUST COMPANY INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP 1 F C F TRUST AGENTE:STATE STREET BANK AND TRUST COMPANY IBM SAVINGS PLAN AGENTE:STATE STREET BANK AND TRUST 132.974 F F F COMPANY GOLDMAN SACHS TRUST COMPANY N A COLLECTIVE TRUST 13.041 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY FOURTH AVENUE INVESTMENT COMPANY AGENTE:NORTHERN TRUST 3.242 F F F LO OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM AGENTE:STATE 525.297 F F F STREET BANK AND TRUST COMPANY OREGON UNIVERSITY SYSTEM AGENTE:STATE STREET BANK AND 5.348 F F F TRUST COMPANY DEPARTMENT OF STATE LANDS AGENTE:STATE STREET BANK AND 32.588 F F F TRUST COMPANY RUSSELL TRUST COMPANY COMMINGLED EMPLOYEE BENEFIT FUNDS 207.154 F F F TRUST AGENTE:STATE STREET BANK AND TRUST COMPANY PENSION FUND ASSOCIATION FOR LOCAL GOVERNMENT OFFICIALS 1.835 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY SSGA GLOBAL INDEX PLUS TRUST AGENTE:STATE STREET BANK AND 12.582 F F F TRUST COMPANY STATE OF ALASKA RETIREMENT AND BENEFITS PLANS 15.133 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY BRISTOL COUNTY RETIREMENT SYSTEM AGENTE:STATE STREET 14.238 F C F BANK AND TRUST COMPANY RUSSELL GLOBAL OPPORTUNITIES FUND AGENTE:STATE STREET 20.211 F F F BANK AND TRUST COMPANY COLLEGE RETIREMENT EQUITIES FUND AGENTE:STATE STREET 350.248 F F F BANK AND TRUST COMPANY HASLAM FAMILY INVESTMENT PARTNERSHIP AGENTE:NORTHERN 3.615 F F F TRUST LO COLLEGE RETIREMENT EQUITIES FUND AGENTE:STATE STREET 780.824 F F F BANK AND TRUST COMPANY TIAA CREF FUNDS INTERNATIONAL EQUITY INDEX FUND 163.348 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY PACE INTERNATIONAL EQUITY INVESTMENTS . AGENTE:STATE 12.830 F C F STREET BANK AND TRUST COMPANY RUSSELL INVESTMENT COMPANY INTERNATIONAL FUND 276.169 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY CITY OF EDMONTON EQUITY UNIT TRUST AGENTE:STATE STREET 51.500 F C F BANK AND TRUST COMPANY THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AGENTE:STATE 625.164 F C F STREET BANK AND TRUST COMPANY METROPOLITAN SERIES FUND MORGAN STANLEY EAFE INDEX 59.813 F F F PORTFOLIO AGENTE:STATE STREET BANK AND TRUST COMPANY PROFESSIONALS` EUROPEAN EQUITY FUND AGENTE:STATE STREET 9.780 F C F BANK AND TRUST COMPANY STATE OF MINNESOTA AGENTE:STATE STREET BANK AND TRUST 459.842 F F F COMPANY STATE OF MINNESOTA AGENTE:STATE STREET BANK AND TRUST 90.628 F C F COMPANY ORIZABA LP AGENTE:NORTHERN TRUST LO 3.663 F F F ALAMEDA COUNTY EMPLOYEES` RETIREMENT ASSOCIATION 84.044 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY MITCHELLS AND BUTLERS CIF LIMITED AGENTE:STATE STREET 145.061 F F F BANK AND TRUST COMPANY MGI NON US CORE EQUITY FUND AGENTE:STATE STREET BANK AND 208.232 F C F TRUST COMPANY TRANSAMERICA VAN KAMPEN ACTIVE INTERNATIONAL ALLOCATION 1.508 F F F VP AGENTE:STATE STREET BANK AND TRUST COMPANY JOHN HANCOCK INSURANCE COMPANY OF VERMONT AGENTE:STATE 3.700 F C F STREET BANK AND TRUST COMPANY
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 22 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
SPDR MSCI ACWI EX US ETF AGENTE:STATE STREET BANK AND 47.998 F F F TRUST COMPANY SPDR S&P WORLD (EX US) ETF AGENTE:STATE STREET BANK AND 10.646 F F F TRUST COMPANY SPDR S P INTERNATIONAL CONSUMER DISCRETIONARY SECTOR ETF 15.610 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM AGENTE:STATE 55.523 F C F STREET BANK AND TRUST COMPANY RUSSELL INVESTMENT COMPANY II PLC AGENTE:STATE STREET 310.915 F F F BANK AND TRUST COMPANY VANGUARD EUROPEAN STOCK INDEX FUND AGENTE:BROWN 826.326 F C F BROTHERS HARR VFP SECURITIES LLC AGENTE:NORTHERN TRUST LO 2.484 F F F CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 14.773 A F F AGENTE:STATE STREET BANK AND TRUST COMPANY CONSOLIDATED EDISON RETIREMENT PLAN AGENTE:STATE STREET 22.077 F F F BANK AND TRUST COMPANY MORGAN STANLEY INTERNATIONAL FUND AGENTE:STATE STREET 4.418 F F F BANK AND TRUST COMPANY THE UNIVERSAL INSTITUTIONAL FUNDS INC. INTERNATIONAL 998 F F F MAGNUM AGENTE:STATE STREET BANK AND TRUST COMPANY MORGAN STANLEY STRATEGIST FUND AGENTE:STATE STREET BANK 5.386 F F F AND TRUST COMPANY M L INTERNATIONAL INVESTMENT FUND AGENTE:STATE STREET 441.271 F F F BANK AND TRUST COMPANY MARKS AND SPENCER PENSION SCHEME AGENTE:STATE STREET 54.277 F F F BANK AND TRUST COMPANY ONTARIO TEACHERS PENSION PLAN BOARD AGENTE:STATE STREET 690.600 F F F BANK AND TRUST COMPANY SSGA INTERNATIONAL EQUITIES INDEX TRUST AGENTE:STATE 673 F F F STREET BANK AND TRUST COMPANY SSGA WEALTH WEIGHTED GLOBAL EQUITIES INDEX TRUST 114 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY SILVER GROWTH FUND LP AGENTE:NORTHERN TRUST LO 406 F F F MASSACHUSETTS BAY TRANSPORTATION AUTHORITY RETIREMENT 49.657 F F F FUND AGENTE:STATE STREET BANK AND TRUST COMPANY THE WELLINGTON TRUST COMPANY NATIONAL ASSOCIATION 111.933 F F F MULTIPLE COMMON TRUST FUNDS TRUST DIVERSIFIED ALPHA STRATEGIES PTFL AGENTE:STATE STREET BANK AND TRUST COMPANY GREYSTONE EAFE QUANTITATIVE FUND AGENTE:STATE STREET 55.815 F F F BANK AND TRUST COMPANY MERSEYSIDE PENSION FUND AGENTE:STATE STREET BANK AND 38.872 F F F TRUST COMPANY OMERS ADMINISTRATION CORPORATION AGENTE:STATE STREET 320.026 F C F BANK AND TRUST COMPANY SSGA ITALY INDEX FUND AGENTE:STATE STREET BANK AND TRUST 123.802 F F F COMPANY SSGA MSCI EAFE INDEX FUND AGENTE:STATE STREET BANK AND 20.876 F F F TRUST COMPANY STATE OF CONNECTICUT RETIREMENT PLANS & TRUST FUNDS 415.418 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY WORKERS COMPENSATION BOARD ALBERTA AGENTE:STATE STREET 184.259 F F F BANK AND TRUST COMPANY CREDIT SUISSE TRUST INTERNATIONAL EQUITY FLEX III PORTFOLIO 10.880 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY LAS OLAS EQUITY PARTNERS LP AGENTE:NORTHERN TRUST LO 7.712 F C F SSGA WORLD INDEX EQUITY FUND AGENTE:STATE STREET BANK AND 73.459 F F F TRUST COMPANY SSGA ITALY INDEX EQUITY FUND AGENTE:STATE STREET BANK AND 3.668 F F F TRUST COMPANY SSGA EMU INDEX EQUITY FUND AGENTE:STATE STREET BANK AND 150.874 F F F TRUST COMPANY
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 23 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
SSGA CONSUMER DISCRETIONARY INDEX EQUITY FUND 29.953 F F F AGENTE:STATE STREET BANK AND TRUST COMPANY STREETTRACKS MSCI EUROPE ETF AGENTE:STATE STREET BANK 6.253 F F F AND TRUST COMPANY SPDR MSCI EUROPE CONSUMER DISCRETIONARY ETF AGENTE:STATE 16.422 F F F STREET BANK AND TRUST COMPANY STATE STREET EUROPE ENHANCED AGENTE:STATE STREET BANK 63.381 F F F AND TRUST COMPANY SSGA EUROPE INDEX EQUITY FUND AGENTE:STATE STREET BANK 89.705 F F F AND TRUST COMPANY STATE STREET SRI WORLD INDEX AGENTE:STATE STREET BANK AND 11.346 F F F TRUST COMPANY MORGAN STANLEY INVESTMENT MANAGEMENT ACTIVE INTL 18.348 F F F ALLOCATION TR AGENTE:STATE STREET BANK AND TRUST COMPANY LJR LIMITED PARTNERSHIP AGENTE:NORTHERN TRUST LO 9.821 F C F ABBEY LIFE ASSURANCE COMPANY LIMITED AGENTE:STATE STREET 130.325 F C F BANK AND TRUST COMPANY SCOTTISH WIDOWS PLC AGENTE:STATE STREET BANK AND TRUST 45.132 F C F COMPANY SCOTTISH WIDOWS UNIT FUNDS LIMITED AGENTE:STATE STREET 62.620 F C F BANK AND TRUST COMPANY PENSIONS MANAGEMENT (S.W.F.) LIMITED AGENTE:STATE STREET 2.776 F C F BANK AND TRUST COMPANY SCOTTISH WIDOWS OVERSEAS GROWTH INVESTMENT FUNDS ICVC EU 19.850 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY STATE STREET TRUSTEES LIMITED ATF SWIP CAPITAL TRUST 26.041 F C F AGENTE:STATE STREET BANK AND TRUST COMPANY EUROPE INDEX PLUS COMMON TRUST FUND AGENTE:STATE STREET 1.448 F F F BANK AND TRUST COMPANY COMMON TRUST ITALY FUND AGENTE:STATE STREET BANK AND 750.535 F F F TRUST COMPANY ISHARES III PUBLIC LIMITED COMPANY AGENTE:STATE STREET 16.097 F F F BANK AND TRUST COMPANY ISHARES II PUBLIC LIMITED COMPANY AGENTE:STATE STREET BANK 250.256 F F F AND TRUST COMPANY CENTRAL PROVIDENT FUND BOARD AGENTE:NORTHERN TRUST LO 14.955 F F F ISHARES PUBLIC LIMITED COMPANY AGENTE:STATE STREET BANK 302.064 F F F AND TRUST COMPANY COVEA FINANCE ACTIPERFORMANCE 56.870 F C F CAAM ACTIONS RESTRUCTURATIONS 34.974 F C F FCP PORTFOLIO ACTIONS EUROPE 80.433 F C F CAAM ACTIONS DURABLES 46.000 F C F SICAV 5000 117 F C F CAAM DYNALION EUROPE (CA) - L025 13.926 F C F ATOUT EUROLAND 13.274 F C F CAAM LABEL EQUILIBRE 31.587 F C F CAAM LABEL PRUDENCE 7.323 F C F NATIONAL COUNCIL FOR SOCIAL SEC FUND AGENTE:NORTHERN 30.038 F F F TRUST LO CAAM LABEL DYNAMIQUE 10.617 F C F ASSURDIX 5.837 F C F CAAM INDEX EUROPE 903 F C F FCP A.A. AXA REGULATION 295.630 F C F FCPE AMUNDI RESA ESG ACTIONS EURO 64.738 F C F PFP-ISR 2.300 F C F FCP NATIXIS IONIS 3.065 F C F CMD AGIRC IXIS D 36.275 F C F NATIXIS EURO ACTIONS VALUE 254.901 F C F CNP ASSUR PIERRE 15.713 F C F INCOME TRUST FIDELITY S GLOBAL EX US I AGENTE:NORTHERN 14.443 F F F TRUST LO I.P.I.E.E.S. 2.783 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 24 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
FCP RSI EURO P 271.878 F C F FCP ICARE 8.166 F C F RAVGDT DIVERSIFIE II DEXIA AM 6.755 F F A FCP ERAFP ACTIONS INTERNATIONALES II SSGA 11.495 F F F FCP ERAFP ACTIONS EUROS4 BTF P 68.100 F C F FCP VILLIERS CROISSANCE 187.303 F C F FCP VILLIERS DIVERSIFIE AMUNDI 35.796 F C F FONDS DE RESERVE POUR LES RETRAITES 195.799 F F F FONDS DE RESERVE POUR LES RETRAITES 873.681 F C F MICROSOFT GLOBAL FINANCE LIMITED AGENTE:NORTHERN TRUST 146.506 F C F LO AMUNDI FUNDS RESTRUCTURING EQUITIES 55.163 F C F AMUNDI FUNDS GEMS EUROPE ACCOUNT 10.611 F C F AMUNDI FUNDS INDEX EURO ACCOUNT 4.719 F C F AMUNDI FUNDS INDEX EUROPE ACCOUNT 65.439 F C C POLARIS FUND-GEO EQUITY GLOBALE2 ACCOUNT 79.662 F C F VICTORIAN SUPERANNUATION FUND 71.828 F F F STICHTING PENSIOENFONDS VAN DE NEDERLANDSCHE BANK NV 43.508 F F F AVIVA INSURANCE UK LIMITED 26.940 F C F PRINCIPAL FUNDS INC- INTERNATIONAL GROWTH FUND 18.881 F C F PRINCIPAL VARIABLE CONTRACTS FUND INC ASSET ALLOCATION 547 F F F ACCOUNT BLUE SKY GROUP AGENTE:NORTHERN TRUST LO 15.332 F F F UNISUPER 51.264 F F F CONSTRUCTION AND BUILDING UNIONS SUPERANNUATION FUND 25.515 F F F ING INVESTMENT MANAGEMENT EUROPE NV 314.987 F C F ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND 10.064 F C F AV SUPER FUND 6.966 F C F AK STEEL CORPORATION MASTER PENSION TRUST 2.315 F F F ING INDEX PLUS INTERNATIONAL EQUITY FUND 8.642 F C F THE PRUDENTIAL INVESTMENT PORTFOLIOS INC DRYDEN ACTIVE 1.161 F F F ALLOCATION WISDOMTREE DEFA FUND 24.525 F C F PS FTSE RAFI DEVEL MAR EXUS PORT 42.971 F F F ACCIDENT COMPENSATION CORPORATION AGENTE:NORTHERN 92.177 F F F TRUST LO POWERSHARES DYNAMIC INTERNATIONAL 6.145 F F F BLACKROCK GLOBAL FUNDS 3.618 F F F POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY 29.102 F F F THE BANK OF KOREA 30.920 F C F GS TACS MARKET CONTINUOUS (INTL) LLC 84.435 F F F ING INTERNATIONAL INDEX PORTFOLIO 25.230 F C F PRINCIPAL FUNDS INC INTERNATIONAL VALUE FUND 1 11.053 F C F WM POOL - EQUITIES TRUST NO. 22 87.559 F F F WISDOMTREE INTERNATIONAL HEDGEDEQUITY FUND 1.212 F C F PENSIONSKASSERNES ADMINISTRATION AS 163.958 F F F VANGUARD TAX MANAGED INTERNATIONAL FUND AGENTE:BROWN 557.124 F C F BROTHERS HARR AMERICAN COLLEGE OF SURGEONS AGENTE:NORTHERN TRUST LO 33.971 F F F ALLSTATE INSURANCE COMPANY 65.934 F F F UNIPENSION INVEST FMBA EUROPAEISKE AKTIER 64.213 F F F EVERMORE GLOBAL VALUE FUND 73.600 F F F EVERMORE EUROPEAN VALUE FOND 18.400 F F F PRINCIPAL FUNDS INC.-INTERNATIONAL EQUITY INDEX FUND 30.213 F C F OIL INVESTMENT CORPORATION LTD&OIL CAS INVESTMENT 177.478 F F F RESEARCH AFFILIATES LLC 673 F F F EAFE EQUITY FUND 44.269 F C F ALABAMA TRUST FUND 78 F C F ARROWSTREET MULTI STRATEGY UMBRELLA PLC 187.072 F C F A I DUPONT TESTAMENTARY TRUST AGENTE:NORTHERN TRUST LO 28.207 F F F AZL INTERNATIONAL INDEX FUND 23.819 F F F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 25 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
CASEY FAMILY PROGRAMS 18.251 F C F COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES 221.470 F F F RETIREMENT SYSTEM CITIGROUP PENSION PLAN 82.606 F F F CITIGROUP PENSION PLAN 9.563 F C F CONOCOPHILLIPS MASTER TRUST 90.263 F F F CANADIAN PACIFIC RAILWAY COMPANY PENSION PLAN 260.002 F F F CF INTERNATIONAL STOCK INDEX FUND 500 F C F ONTARIO POWER GENERATION INC. 95.408 F F F MELLON BANK EMPLOYEE BENEFIT COLLECTIVE INVESTMEN 61.236 F C F FORD FOUNDATION AGENTE:NORTHERN TRUST LO 415.892 F F F BNY MELLON EB COLLECTIVE INVESTMENT FUND PLAN 50.069 F C F ADVANTAGE FUNDS INC GLOBAL ALPHA FUND 1.272 F C F DREYFUS INDEX FUNDS INC DREYFUS INTERNATIONAL STC 40.975 F C F DT INTERNATIONAL STOCK INDEX FUND 31.067 F C F ERIE INSURANCE EXCHANGE 131.640 F F F EATON VANCE CORPORATION 368 F F F SCOTIA CANADIAN TACTICAL ASSET ALLOCATION FUND T15 6938 12 37.652 F C F EMERGENCY SERVICES SUPERANNUATION SCHEME 31.826 F F F ING INTERNATIONAL VALUE FUND 570.374 F C F ABB INC. MASTER TRUST . 1.568 F F F FORD MOTOR COMPANY DEFINED BENEFIT AGENTE:NORTHERN 55.295 F F F TRUST LO AIR CANADA PENSION MASTER TRUSTFUND 243.519 F C F RUSSELL OVERSEAS EQUITY FUND . 35.782 F F F RUSSELL GLOBAL EQUITY FUND . 7.827 F F F RUSSELL OVERSEAS EQUITY POOL . 15.416 F F F ALASKA PERMANENT FUND CORPORATION 186.805 F C F ALASKA PERMANENT FUND CORPORATION 187 F F F ALAMOSA LLC . 400 F F F ING INTERNATIONAL VALUE PORTFOLIO 264.058 F C F GVC GAESCO VALORES SV SA 4.775 F F F ING FUNDS SERVICES LLC 123.564 F C F HARVEY HUBBELL INC MSTR PENS TRUST AGENTE:NORTHERN TRUST 6.556 F F F LO QUEENSLAND INVESTMENT CORPORATION 79.067 F F F INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT 24.228 F F F MLC LIMITED 7.730 F C F POWERSHARES DWA DEVELOPED MARKETS TECHNICAL LEADERS 54.017 F F F PORTFOLIOLIO ING INVESTMENT TRUST COMPANY 36.054 F C F FAIRFAX COUNTY UNIFORMED RETIREMENT SYSTEM 800 F F F FIDELITY ADVISOR SERIES I FIDELITY ADVISOR VALUE FUND 12.800 F F F FIDELITY CONCORD STREET TRUST SPARTAN INTERNATIONAL INDEX 617.679 F F F FD HEWLETT PACKARD COMPANY 401 K 294.125 F C F FIRE AND POLICE PENSION ASSOCIATION OF COLOR 18.220 F C F NORTHWESTERN UNIVERSITY AGENTE:NORTHERN TRUST LO 60.599 F F F FIRE AND POLICE PENSION ASSN OFCOLORADO 353 F C F FLORIDA RETIREMENT SYSTEM . 106.341 F C F FLORIDA RETIREMENT SYSTEM . 443.860 F F F GOODRICH CORP. 53.584 F C F HOWARD HUGHES MEDICAL INSTITUTE 101.878 F F F ARCELORMITTAL USA INC. PENSION TRUST 1.000 F F F KEYSPAN CORPORATION PENSION MASTER TRUST 15.266 F C F LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST 163 F F F LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST 135.957 F C F LVIP SSGA INTERNATIONAL INDEX FUND 28.169 F F F TENNESSE CONSOLIDATED RETIREMENT SYSTEM AGENTE:NORTHERN 397.221 F F F TRUST LO LOUISIANA STATE EMPLOYEES` RETIREMENT SYSTEM 500 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 26 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
TRUST LO
MELLON BANK NA EMPLOYEE BENEFITCOLLECTIVE INVESTMENT 372.696 F C F CERVURITE INTERNATIONAL LLC . 6.709 F F F MUNICIPAL FIRE AND POLICE RETIREMENT SYSTEM OF 3.197 F F F MACKENZIE UNIVERSAL INTERNATIONAL STOCK CLASS 18.881 F F F MACKENZIE UNIVERSAL INTERNATIONAL STOCK FUND 606.215 F F F EMPLOYEE RETIREMENT INCOME PLANTRUST OF 3M COM 200 F F F MARANIC II LLC . 1.209 F F F MANVILLE PERSONAL INJURY SETTLEMENT TRUST 7.976 F F F MINISTRY OF DEFENCE PENSION FUND 104.036 F F F THE NUFIELD FOUNDATION AGENTE:NORTHERN TRUST LO 10.066 F F F MERCY INVESTMENT SERVICES 13.537 F C F PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI 54.523 F F F MARS GMBH . 75.867 F C F TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT 5.520 F F F FUND POOLED ROGERSCASEY TARGET SOLUTIONS LLC. 25.143 F C F NSP MONTICELLO MINNESOTA RETAILQUALIFIED TRUST 3.803 F F F NSP MINNESOTA PRAIRIE I RETAIL QUALIFIED TRUST 3.057 F F F NSP MINNESOTA RETAIL PRAIRIE IIQUALIFIED TRUST 3.281 F F F PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA 234.202 F C F NEW YORK STATE DEFERRED COMPENSATION PLAN 7.431 F C F TRINITY COLLEGE AGENTE:NORTHERN TRUST LO 4.764 F F F BELL ATLANTIC MASTER TRUST 1.595.377 F F F BELL ATLANTIC MASTER TRUST 2.967 F C F HYDRO ONE PENSION PLAN . 31.692 F F F OPEC FUND FOR INTERNATIONAL DEVELOPMENT 1.132 F F F PACIFIC GAS AND ELECTRIC QUALIFIED CPUC DECOMMISSIONING 22.315 F C F TRUST PANAGORA GROUP TRUST . 1.700 F C F PG&E POSTRET. MEDICAL PLAN TR.MGMT & NONBARGAINING 1.298 F F F HEALTH CARE SECURITY TRUST . 14.633 F C F PENSION RESERVES INVESTMENT TRUST FUND 1.741.160 F C F PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO 43.280 F C F ARMY EMERGENCY RELIEF AGENTE:NORTHERN TRUST LO 11.300 F C F ARIZONA PSPRS TRUST 447 F F F QUEEN`S UNIVERSITY AT KINGSTON 5.300 F F F QUEEN`S UNIVERSITY AT KINGSTON 1.600 F C F CC & L ARROWSTREET EAFE EQUITY FUND 101.588 F C F ROCHE US DB PLANS MASTER TRUST 751 F C F DONELLEY DEFERRED COMPENSATION AND VOLUNTARY SAVINGS 62.225 F C F PLAN MAS SOUTHERN CALIFORNIA EDISON CO NUCLEAR FACILITIES Q 46.180 F C F AT&T UNION WELFARE BENEFIT TRUST 65.701 F F F SOUTHERN CALIFORNIA EDISON COMPANY RETIREMENT P 50.917 F F F SEMPRA ENERGY PENSION MASTER TRUST 26.619 F F F DWS DIVERSIFIED INTERNATIONALEQUITY FUND AGENTE:BROWN 632 F C F BROTHERS HARR MUNICIPAL EMP ANNUITY E BEN FD CHICA AGENTE:NORTHERN 14.401 F C F TRUST LO SHELL PENSION TRUST . 19.728 F C F SAN DIEGO GAS AND ELEC CO NUCLEAR FACILITIES QUAL DEC 2.974 F F F THE CALIFORNIA ENDOWMENT . 14.047 F C F TD EMERALD INTERNATIONAL EQUITYINDEX FUND 102.576 F C F TD INTERNATIONAL INDEX FUND 14.462 F C F TD EUROPEAN INDEX FUND . 4.816 F C F THOMAS JEFFERSON UNIVERSITY . 8.967 F C F SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO 99.882 F C F PUBLIC SECTOR PENSION INVESTMENT BOARD 704.300 F F F TEXAS EDUCATION AGENCY . 206.086 F F F FORD MOTOR COMPANY DEFINED BENEFIT AGENTE:NORTHERN 51.204 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 27 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
IMPERIAL INTERNATIONAL EQUITY POOL 20.919 F C F TENNESSEE VALLEY AUTHORITY RETIREMENT SYSTEM 69.420 F C F REGENTS OF THE UNIVERSITY OF MICHIGAN 61.755 F F F ONTARIO POWER GENERATION INC . 35.585 F F F THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS 192.699 F F F VEBA PARTNERSHIP N LP . 100 F C F VIRGINIA RETIREMENT SYSTEM . 49.637 F C F WELLPOINT MASTER TRUST 525 F C F FOREST FOUNDATION 115 F F F SEQUOIA FUNDATION 40 F F F NORTHERN INTL EQUITY INDEX FUND AGENTE:NORTHERN TRUST LO 109.662 F C F STEWARDSHIP FOUNDATION 301 F F F 1975 IRREVOCABLE TRUST OF CD WEYERHAUSER 2.074 F F F WALTER E. DISNEY FAMILY TRUST UNDER WILL 4.378 F F F ASSOCIATED BRITISH FOODS PENSION SCHEME 14.690 F C F CENTRICA COMBINED COMMON INVESTMENT FUND 16.981 F C F CHESHIRE PENSION FUND . 34.839 F C F CAMBRIDGESHIRE COUNTY COUNCIL SUPERANNUATION FUND 413.334 F C F DERBYSHIRE COUNTY COUNCIL SUPERANNUATION FUND 36.878 F F F ESSEX COUNTY COUNCIL . 69.077 F F F ELECTRICITY SUPPLY PENSION SCHEME 6.243 F C F NT GLOBAL INVESTMENT COLL FUNDS AGENTE:NORTHERN TRUST LO 558.333 F C F MERCHANT NAVY OFFICERS PENSION FUND 34.481 F F F NATIONAL PENSIONS RESERVE FUNDCOMMISSION 12.653 F F F PEARSON GROUP PENSION PLAN 49.336 F F F ESB GENERAL EMPLOYEES SUPERANNUATION SCHEME 94.546 F C F ESB GENERAL EMPLOYEES SUPERANNUATION SCHEME 120.336 F F F 1973 IRREVOCABLE TRUST OF CD WEYERHAUSER 665 F F F CIBC INTERNATIONAL INDEX FUND 11.636 F C F CIBC EUROPEAN INDEX FUND . 5.491 F C F CIBC POOLED INTERNATIONAL EQUITY INDEX FUND 5.048 F C F WORLD MOMENTUM FUND 15.000 F F F THE HENRY SMITH CHARITY AGENTE:NORTHERN TRUST LO 25.750 F C F NEWTON D BECKER 4.604 F F F APG IS GLOBAL SUSTAINABILITY FUND 18.440 F F F BOC PENSION INVESTMENT FUND BOCPENSIONS LIMITED 22.824 F C F ACHMEA PENSIOEN EN LEVENSVERZEKERINGEN N.V. 10.380 F C F STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. 169.018 F F F STICHTING PENSIOENFONDS HORECA & CATERING 58.919 F F F STICHTING DEPOSITARY APG DEVELOPED MARKETS EQUITY POOL 10.401.839 F F F BERKELEY SQUARE COMMON INVESTMENT FUND LIMITED 128.380 F F F STICHTING BEWAARNEMING APG IS2 10.996 F F F BELEGGINGSPOOL ACHMEA 17.669 F C F NEW ZEALAND SUPERANNUATION FUND AGENTE:NORTHERN TRUST 35.010 F C F LO JANA PASSIVE GLOBAL SHARE TRUST 30.163 F F F UNIPENSION INVEST FMBA GLOBAL AKTIER II 232.070 F F F NEWTON D.AND ROCHELLE F.BECHER FOUNDATION 1.832 F F F AQR GLOBAL ENHANCED EQUITY FUND 84.609 F C F DUNHAM INTERNATIONAL STOCK FUND 17.025 F C F STANDARD LIFE INVESTMENTS GLOBAL SICAV 2.321 F C F STICHTING BEWAARDER INTERPOLIS PENSIOENEN BELEGGINGSPOOLS 48.121 F C F BPS 71.515 F C F STICHTING PENSIOENFONDS ELSEVIER 12.071 F F F ST. RABOBANK PENSIOENFONDS 193.315 F C F HENRY J KAISER FAMILY FOUNDATION AGENTE:NORTHERN TRUST LO 6.758 F F F BPL 369.764 F C F STICHTING PENSIOENFONDS VOOR DE GRAFISCHE BEDRIJVEN 98.500 F C F PETTELAAR EFFECTENBEW INZ SNSRESP IND FND 78.180 F F F STICHTING BEDRIJKSTAKPENSIENFONDS VOOR HET KAPPERSBEDRIJF 3.368 F C F
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 28 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
STICHTING PFDS VOOR DE TANDTECHNIEK 7.894 F C F STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR HET 55.881 F C F LEVENSMIDDELENBEDRIJF ANDREW W. MELLON FOUNDATION AGENTE:NORTHERN TRUST LO 2.534 F F F GUIDE STONE FUNDS INTERNATIONAL EQUITY FUND 41.608 F C F AGENTE:NORTHERN TRUST LO CATERPILLAR GROUP INSURANCE TRUST AGENTE:NORTHERN TRUST 14.282 F C F LO SEI INST INVES TRUST INTERNAT EQTY FUND AGENTE:BROWN 14.219 F C F BROTHERS HARR SAN FRANCISCO CITY E COUN.RET.SYSTEM AGENTE:NORTHERN 56.448 F C F TRUST LO FORD OF CANADA MASTER TRUST FUND AGENTE:NORTHERN TRUST 15.223 F F F LO FUTURE FUND FOR BOARD OF GUARDIANS AGENTE:NORTHERN TRUST 266.851 F F F LO GARD COMMON CONTRACTUAL FUND AGENTE:NORTHERN TRUST LO 7.049 F F F NORTHERN TRUST ROBUSTA FUND AGENTE:NORTHERN TRUST LO 73.470 F F F NORTHERN TRUST QUANTITATIVE FUND PLC AGENTE:NORTHERN 9.708 F C F TRUST LO NORTHERN TRUST UNIT TRUST AGENTE:NORTHERN TRUST LO 172.795 F C F LEGALEGENERAL EUROPEAN INDEX TRUST AGENTE:NORTHERN 410.004 F C F TRUST LO RBS LEGAL E GENERAL INTL INDEX TRUST AGENTE:NORTHERN TRUST 9.095 F C F LO HALIFAX INTL INVEST ICVC EUROPEAN FD AGENTE:NORTHERN TRUST 52.325 F C F LO 173.836.924 MONTECALVO PAOLO 600 F X X 600 MOR LUCIANO 3.312 F F X 3.312 MORETTI ANTONIO GIOVANNI 27.700 F F F 27.700 MORETTI PATRIZIO 0 - AS PROXY FOR MODAFFARI DANIELE 1 F C F 1 MORGANDO ENRICO 107 X X X 107 MOSCA LUIGI 100 F X X 100 MOSCHENI GIOVANNI 150.000 X X X - AS PROXY FOR MOSCHENI MARIA FRANCA 150.000 X X X 300.000 MOSSO SILVIO 2 X X X 2 MOZ FRANCO 224 X X X 224 NEGRI ANDREA 0 - AS PROXY FOR NEGRI ALBERTO 983 X X X 983 NEGRI GUIDO 0 - AS PROXY FOR NEGRI CATERINA 1 X X X 1 NIZZI GIULIANA 2.000 F F X 2.000 OBERT ALBERTO VITTORIO 112.000 F X X 112.000
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 29 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
OBERT AMEDEO 400 C X X 400 ORLANDI RENZO 300 X X X 300 PAGLIERI WALTER 100 X F F 100 PANTO` BIAGIO 522 F X X 522 PARIANI CARLO 1 C X X 1 PASSADORE DINO 500 F F F 500 PEROTTI CHIAFFREDO 4.000 X X X of which 4.000 shares given in guarantee to:BANCA GENERALI; 4.000 PIZZADINI SIRO 1.000 C X X 1.000 PONT ETTORE 200 F F F 200 PRATO MARIUCCIA 1 X X X 1 QUAGLIA GIUSEPPINA FRANCA 852 F F F 852 RADAELLI CORRADO 30 C C C 30 RAGNI RAOUL 33.500 F F F 33.500 RAMONDA OLIVIA 0 - AS PROXY FOR ZOCCHI PIERGIORGIO 425 F X X 425 RASTRELLI FABIO 5 X X X 5 RAZELLI EUGENIO 6.908 F F X 6.908 REINAUDO GIUSEPPE 123 X X X 123 RICCI ROBERTO 2.500 X X X 2.500 RIZZO FRANCESCO 3.478 F X X 3.478 ROBINO MIRANDA 200 F C C 200 ROMANO MARIA GRAZIA 160 F F F 160 ROMEO FABRIZIO 150 F X X 150 RONCO LUCIANO 500 X X X 500 RONCO ROBERTO 0 - AS PROXY FOR PIATTI FRANCA 500 X X X 500 ROSSOTTO ALBERTO 10 X X X 10 RUSSO MARCO 0 - AS PROXY FOR EUROPACIFIC GROWTH FUND AGENTE:JP MORGAN CHASE BANK 11.877.450 F F F 11.877.450 SALOMONE LUIGI 1.896 F F F - AS PROXY FOR
Attachment “D”
Fiat S.p.a. Ordinary General Meeting 30 March 2011 LIST OF SHAREHOLDER PARTICIPATING VOTING RESULT PARTICIPANTS BY PROXY AND REPRESENTED Partial Total 1 2 3
Key: Pagina: 30 1: Approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit; 2: Authorization for the purchase and disposal of own shares; 3: Appointment of Independent Auditors; F= For; C= Against; A= Adstained; -= Not voto; X= Absent
SALOMONE EMANUELA 1.215 F F F 3.111 SANTORIELLO ANTONIO 10 F F F 10 SAPIENZA SANTINA 0 - AS PROXY FOR DISTEFANO CLARA 1.000 F F F 1.000 SCANDALE FRANCESCO 6 X X X 6 SCHIAVONE FRANCESCO 430 X X X 430 SOSTARO PIER LUIGI 1 C X X 1 SPERBER JUTTA 359 F A F 359 STAFFA FRANCESCO 164 A C C of which 164 shares given in guarantee to:BANCA INTERM. DI INVESTIMENTI E GESTIONI; 164 TARUFFI VITTORINO 1 F F F 1 TINELLI FRANCO 1.000 X X X 1.000 TOMASSONI FRANCESCO 10 F F X 10 TOSO DOMENICO 2.096 X X X 2.096 TOSO GIUSEPPE 0 - AS PROXY FOR RATTAZZI MARIA CHIARA 500 X X X 500 VALERI FABRIZIO 1 F F F 1 VALLE DOMENICO 200 X X X 200 VARRESE FRANCESCO 0 - AS PROXY FOR VARRESE PAOLO 700 F X X 700 VENTO GIANCLAUDIO PIERO 3 F F F 3 VERRONE ROBERTO 1.500 F X X - AS PROXY FOR GRIA CATERINA 2.000 F X X VERRONE CARLO 300 F X X 3.800 VITERBO ALFREDO 40.000 X X X 40.000 ZABARINI MARCO FABRIZIO 4.580 C X X 4.580 ZAPPINO TERESINA 200 X X X 200 ZOLA ADOLFO 9 X X X 9
