EUR 492.40 For Business Accounts Only

Etude de l'AG du 14/04/2017

We have serious concerns over the Company's corporate governance, as it does not respect the "one share - -one vote" principle. Concerns may also arise on the US Environmental Protection Agency's notice of violation with respect to the emissions control technology employed by the Company in the USA on approximately 104'000

Jeep Grand Cherokees and Dodge Ram 1500 vehicles from 2014 to 2016. The notice was issued on 12 January 2017, and the Company rejected the accusations, saying that its "emissions control strategies are properly justified and thus are not « defeat devices- - under applicable regulations”. Therefore, we recommend opposing the discharge of the Board of Directors (item 2.e).

Due to our concerns over the corporate governance, we also recommend opposing the re-election of Mr. John Elkann as executive Chairman (item 3.e), who also chairs the Corporate Governance Committee. We note that pursuant to Art. 15.2 of the Bylaws and the Board Regulations "the chairperson of the Board of Directors shall be a nonexecutive Director".

In item 4.g, the Board proposes to appoint Mr. Michelangelo Volpi as non-executive Director. Independent according to the Company, we have concerns over the strict independence of Mr. Volpi, as he serves as non-executive Director at FCA's major shareholder Exor (42.6% of voting rights) since 2012. Furthermore, we have concerns over the nomination process, as the Committee which is responsible for supervising the appointment of Directors is chaired by the Chairman-CEO of Exor.

In item 5, the AGM is called to a binding vote on the remuneration policy, as the Board proposes to amend the policy for non-executive Directors, by providing that their fixed fees shall be paid in cash, unless the Board decides to convert the fixed fees, in whole or in part, into FCA shares. We strongly regret that no changes are proposed to the executives' remuneration policy. The CEO's variable remuneration may significantly exceed our voting policy limit of 300% of the base salary, given that the cash bonus is capped at 250% and the performance share plan at 1200% the base salary on the date of grant. Furthermore, we have serious concerns over the possibility to pay discretionary bonuses and severance payments (in 2014, the Board approved an aggregate extraordinary bonus of € 40.9 million, paid in cash and shares, and an extraordinary severance pay of € 12 million). Also taking into account that the new severance provisions approved in 2016 (2 years of cash remuneration, including the base salary and the cash bonus paid in the last year) significantly exceed the Dutch guidelines of 1 year of fixed remuneration, we recommend opposition.