EUR 1000.00 For Business Accounts Only

Fiat Chrysler Automobiles - EGM 04 January 2021

The EGM (item 2) is called to approve the merger plan entered into by Fiat Chrysler Automobiles ("FCA") and Peugeot Group ("PSA") in December 2019 and subsequently amended in September 2020. We strongly regret that all proposals related to the merger will be voted in a single item, because it is contrary to best practices and does not allow shareholders to express their opinion on different resolutions. In particular, we would have expected that at least the individual appointment of Board members and the discharge of resigning Directors to be voted in separate items.

We also have serious concerns on the corporate governance of FCA and the combined entity (which will be renamed in Stellantis), because it does not respect the "one share – one vote" principle, the Board Chair holds executive powers, there is not a majority of independent Directors and further concerns arise over executive remuneration practices. However, the merger with PSA will not badly affect FCA's corporate governance. In fact, the "one share – one vote" principle will be restored, at least for the initial 3-year period following the merger (until the special voting shares are assigned to the shareholders registered in the Loyalty Register).

We have not identified any specific concerns over the definition of the exchange ratio and, in our opinion, the combination with PSA will allow FCA to achieve a better diversification of products and markets, and it may improve the Company's practices in terms of energy transition. Therefore, we recommend FCA shareholders to vote FOR.