FIAT SPA
Fiat announced today that the General Meeting of shareholders of Fiat S.p.A. ("Fiat") has been convened on August 1, 2014 (on single call) to approve the cross-bo rder merger of Fiat with and into its wholly-owned subsidiary incorporated in the Netherlands Fiat Investments N.V. ("Fiat Investments") and to vote on related motions (the "Merger").
Shareholders will also be asked to confirm the appointment of Mr. Gle nn Earle as a member of the Board of Directors. Mr. Earle had been appointed by the Board on June 15, 2014 to replace Mr. Gian Maria Gros-Pietro, effective June 23, 2014.
The record date to participate in both the Ordinary and Extraordinary s ession of the Meeting will be July 23, 2014.
If the shareholders
approve the Merger
and assuming that al l conditions
precedent
contemplated by the
merger plan
will be satisfied, Fiat
will be merrged with and into Fiat
Investments. Upon completion of the Merger, Fiat Investments will b e renamed Fiat Chrysler
Automobiles N.V. ("FCA") and will become the holding company of the Group.
If the Merger is completed, Fiat shareholders will receive one FCA com mon share for each Fiat ordinary share they hold. FCA's common shares will be listed on the N ew York Stock Exchange and are expected to be listed on the Mercato Telematico Azionario man aged by Borsa Italiana.
If the Merger is approved Fiat shareholders who did not vote in favor of the Merger will be entitled to exercise the right of withdrawal provided for under Article 2437-quater of the Italian Civil Code for a period of fifteen (15) days following registration of the resolution approving the Merger with the Turin Companies Register. Notice of that registration will be published on the corporate website (www.fiatspa.com).
The redemption price payable to Fiat shareholders exercising the right of withdrawal will be
Euro 7.727 per share, equivalent
to the average daily closing price
per share published by
Borsa Italiana in the six months prior to the date of the notice calling the Meeting. That notice has been published on the corporate website of Fiat today and will b e published in a national daily newspaper on July 4.
The right of withdrawal is subject to completion of the Merger, which is in turn subject to certain conditions precedent set out in the merger plan, including the condition that the aggregate cash amount payable to shareholders exercising withdrawal rights pursuant tto Article 2437-quater of the Italian Civil Code and to creditors exercising opposition rights does not exceed €500 million.
Via Nizza 250, 10126 Turin, ITALY
Tel. +39 011 006 3088, Fax +39 011 006 2459 mediarelations@fiatspa.com
www.fiatspa.com
Upon completion of the Merger, shareholders participating, including via proxy, in the Meeting will be eligible to receive, in addition to the common shares issued in tthe Merger, one Special Voting Share of FCA for each Fiat ordinary share held continuously fro m the record date for the
General Meeting until
the effective date of
the Merger.
Further inf ormation relating to the
eligibility requirements for Special Voting Shares will be provided on th e Fiat website and in the Information Document which will be published on the website on or bef ore the term provided for by applicable laws and regulations.
The documents relating to the Merger and related motions, as well
as the Directors' Report
relating to the appointment of a new director are available on Fiat's cor porate website and at the Company's registered office. Further information relating to the Gener al Meeting is provided in the relevant notice.
Turin, July 2, 2014
This document does not constitute an offer to exchange or sell or an offe r to exchange or buy any securities.
An offer of securities in the United States will only be made through a pros pectus which is part of an effective registration statement filed with the US Securities and Exchange Com mission. Fiat S.p.A. ("Fiat") shareholders who are US persons or are located in the United States are adviised to read the registration statement when and if it is declared effective by the US Securities and Excha nge Commission because it will contain important information relating to the proposed transaction. You will be able to inspect and
copy the registration statement relating to the proposed transaction and
documents incorporated by
reference at the SEC's Public Reference Room at 100 F Street, N.E., Roo m 1580, Washington, D.C.
20549. Fiat will also make the effective registration statement available for fre e to shareholders of Fiat in the United States.
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