Fiat S.p.A.
Registered Office: Via Nizza 250, Turin (Italy)
Share Capital: €4,477,645,702.34
Turin Companies Register/Tax Code: 00469580013
NOTICE OF GENERAL MEETING
A General Meeting of the Company’s shareholders will be held at Centro
Congressi Lingotto, Via Nizza 280, Turin at 11 a.m. on March 31, 2014 (single call)
to vote on the following:
Agenda
1)
Motion for Approval of the Statutory Financial Statements and Allocation of
2013 Net Result
2)
Compensation and Own Shares:
a) Compensation Policy pursuant to Article 123-ter of Legislative Decree 58/98
b) Authorization for the Purchase and Disposal of Own Shares
NOTICE
Attendance and Representation
Shareholders are entitled to attend the Meeting if they hold the right to vote at the
close of business on the record date of 20 March 2014 and the Company has
received the relevant confirmation from an authorized intermediary. Anyone
becoming a shareholder after 20 March 2014 will not be entitled to attend or vote
at the Meeting.
As provided by law, anyone entitled to attend the Meeting may appoint a proxy
representative using the proxy form provided on the corporate website
(www.fiatspa.com/Investors /Shareholder Corner/Shareholder Meeting/Proxy
Form). Alternatively, they may also appoint Computershare S.p.A.
(www.computershare.com), the Designated Representative for the Company
pursuant to Article 135-undecies of Legislative Decree 58/98. Shareholders
intending to appoint Computershare should use the proxy form provided by
Computershare, in agreement with the Company, which will also be available on
the
corporate
website
no
later
than
10
March
2014
(www.fiatspa.com/Investors/Shareholder Corner/Shareholder Meeting/Proxy Form
for the Designated Representative ) or by completing the on-line proxy form (also
available in this section).
Shareholders intending to appoint the Designated Representative as their proxy
representative must do so no later than 27 March 2014. The proxy will only be
valid for motions in relation to which express voting instructions have been given. If
the proxy forms are not accessible on-line, they may be requested by calling
+39/011 0923200.
For notifications of proxy appointment, including via certified email (to
fiat@pecserviziotitoli.it), the instructions on the proxy form should be followed.
Submission of Questions Prior to the General Meeting
Shareholders have the right to submit questions related to items on the agenda in
writing to the Company’s registered office, by fax (+39/0110062915) or by email
(fiat@pecserviziotitoli.it).
Only questions that are strictly pertinent to items on the agenda will be taken into
consideration. To facilitate management of the responses, questions should state
the page number of the Directors’ Report, or other document provided for the
General Meeting, to which the question refers.
The requesting shareholder must provide personal details (name, name of
company/organization, place and date of birth, tax ID number) and request the
authorized intermediary to provide proof of share ownership on the record date (20
March 2014) to the Company at: fiat@pecserviziotitoli.it
If the authorized intermediary has already provided proof of ownership, it is
sufficient to include reference details for that communication or, at a minimum, the
name of the intermediary, together with the questions being submitted. For
questions received by 28 March 2014, the relevance of the question and right of
the shareholders to submit questions will be verified and a response provided at or
before the General Meeting.
Additions to the Agenda
On or before 11 March 2014 (10 days after publication of the Notice of the General
Meeting), shareholders that, jointly or individually, represent at least one-fortieth of
share capital may request the addition of new items to the agenda or present
additional proposals on existing items. New items are not admissible for matters
that by law are reserved for the Board of Directors, or that are based on plans or
reports prepared by the Board, other than those specified under Article 125-ter (1)
of Legislative Decree 58/98.
Requests must be submitted in writing by registered mail to Fiat S.p.A., Via Nizza
250, 10126, Turin and be accompanied by a report on the new item or the
additional proposal on an existing item. Proof of the required percentage share
ownership must be issued by an authorized intermediary and submitted to the
Company via certified email (fiat@pecserviziotitoli.it).
If amendments are made, a revised list of agenda items will be published on or
before 16 March 2014, in the same manner as the notice of the meeting.
Documents and Information
The Annual Report and Annual Report on Corporate Governance as well as
reports and motions relating to the other items on the agenda will be made
available by the statutory deadline at the Company’s registered office and in this
section
of
the
corporate
website
(www.fiatspa/Investors/Shareholder
Corner/Shareholder Meeting). Shareholders entitled to participate at the General
Meeting may request copies (via the e-mail or toll-free number provided below).
Fiat S.p.A.’s share capital totals €4,477,645,702.34, consisting of 1,250,739,023
shares with a par value of €3.58 each. Each share confers the right to vote, without
restrictions.
Turin, 1 March 2014
E-mail:serviziotitoli@fiatspa.com
Toll-free number (in Italy): 800-804027