"Fiat S.p.A." Registered Office: via Nizza 250, Turin Share capital ...

This document has been translated into English for the convenience of international 

readers. The original Italian document should be considered the authoritative version. 

"Fiat S.p.A." 

Registered Office: via Nizza 250, Turin 

Share capital: €4,476,441,927.34 

Turin Companies Register: no. 00469580013 

* * * * * 

Minutes of the Ordinary General Meeting of share- 

holders held on 9 April 2013. 

* * * * * 

On the ninth of April two-thousand and thirteen, 

at Centro Congressi Lingotto, via Nizza 280, Turin, 

at approximately 11 a.m., the Ordinary General 

Meeting of shareholders, convened on single call 

pursuant to the notice published on the Company’s 

website on 8 March 2013 and as an excerpt in La 

Stampa on 9 March 2013, was held to discuss and 

vote on the following 

Agenda 

1) Motion for approval of the Statutory Financial 

Statements and allocation of 2012 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. 

In accordance with the By-laws, John Philip ELKANN,

Chairman of the Board of Directors, assumed the 

chair and began proceedings, stating first of all 

that: 

"The financial statements you are being asked to 

approve give a detailed account of what FIAT- 

CHRYSLER is today: a Group that is strong, growing 

and focused on sustainability. 

When I talk of Fiat-Chrysler’s strength, I am cer- 

tainly referring to the numbers. In 2012, revenues 

were in excess of €84 billion, trading profit to- 

taled €3.8 billion and we sold more than 4 million 

cars and light commercial vehicles. 

But our strength also comes from another fundamen- 

tal aspect: that growth was not driven by perfor- 

mance in just one geographic region or market seg- 

ment alone. As a result of the integration with 

CHRYSLER, we are now present with a full product 

offering in each of the four principal economic re- 

gions around the world. 

That completeness is the real strength of your 

Group. As a result of our performance in the Ameri- 

cas and Asia, FIAT-CHRYSLER succeeded in improving 

on 2011 results. This was achieved despite condi- 

tion in the European market, where new car sales 

have fallen to levels not seen since 1995. In Ita- 

ly, conditions were even more severe, with 2012 

2

volumes actually the lowest on record since 1979. 

With regard to the European market, the past few 

months have seen many of the contradictions that we 

predicted come to pass. Several automakers are fac- 

ing extreme difficulties and have announced layoffs 

and plant closures. 

But not us: we will keep jobs. 

After having looked at the various alternatives, 

Sergio MARCHIONNE and his team actually came to the 

opposite conclusion. The path that has been chosen 

is ambitious: to increase our presence in markets 

around the world by focusing on the Group’s premium 

brands. 

By further developing those brands and expanding 

some of our most popular model ranges, such as the 

Panda and 500, we plan to capitalize on our 

strengths to achieve growth in markets worldwide. 

We have the technologies, tradition, style and, 

above all, the people. 

I would like to add a few words about how we intend 

to grow, because it is an aspect that I consider 

very important. 

As you came into the auditorium, in addition to the 

Annual Report, you were also given a copy of the 

2012 Sustainability Report. It is a very important 

document, filled with numbers and facts that clear- 

ly illustrate the nature of our commitment to you, 

3

our customers, our suppliers and everyone working 

at and with the Group. FIAT-CHRYSLER plans to grow 

and it plans to grow responsibly, with the maximum 

focus on the three dimensions that we believe de- 

fine sustainability: people, the environment and 

local communities. This is a long-standing commit- 

ment that we intend to continue to honor in the fu- 

ture. 

Before handing over to Sergio, I would like to con- 

clude with one last thought in memory of my grand- 

father, Gianni AGNELLI, who left us ten years ago 

this year. 

As I was preparing for some of the commemorative 

events, I came across these words that I would like 

to share with you. 

At the end of last Century during Fiat’s Centenary 

celebrations, my grandfather said: 

"We have been told many times that we have become 

too big, too unwieldy, but the people who say those 

things have no idea how big the competitors we 

measure ourselves against actually are: we are too 

small. 

I am convinced of it. Fiat must continue to grow." 

Together with Sergio and everyone who works at FI- 

AT-CHRYSLER, we have that imperative very clearly 

before us and I believe my grandfather would be ex- 

tremely proud of what we have accomplished in the 

4

past 10 years." 

The memory of Gianni AGNELLI prompts a warm round 

of applause from the shareholders. 

The Chairman then states that: 

- notice of the meeting had been published, as men- 

tioned above, on 8 March 2013 on the Company’s web- 

site and, as an excerpt, in the daily La Stampa on 

9 March 2013 in accordance with Article 7 of the 

By-laws and the applicable requirements of law; 

- that the requirements for public disclosure have 

been duly fulfilled; 

- 990 shareholders were present or represented, ac- 

counting for 704,366,234 shares with a nominal val- 

ue of €3.58 per share, equal to 56.33% of share 

capital; 

- the meeting was regularly constituted and could 

validly vote on the items on the agenda. 

The Chairman, with the approval of shareholders 

present, asked Mr. Ettore MORONE to serve as secre- 

tary and noted for the record that: 

- in addition to the Chairman, the following mem- 

bers of the Board of Directors were also present: 

Sergio MARCHIONNE – CEO 

Andrea AGNELLI 

Joyce Victoria BIGIO 

Gian Maria GROS PIETRO 

5

Patience WHEATCROFT; 

- as well as the regular members of the Board of 

Statutory Auditors: 

Ignazio CARBONE – Chairman 

Lionello JONA CELESIA 

Piero LOCATELLI; 

- the following directors were absent: 

Tiberto BRANDOLINI D'ADDA 

Renè CARRON 

Luca CORDERO DI MONTEZEMOLO; 

- that the secretary of the board of directors Rob- 

erto RUSSO is also present; 

- through delegated personnel, the identity of 

those present and their right to attend had been 

verified; 

- the list of names of those participating in the 

meeting, either directly or by proxy, and the re- 

spective number of shares held would be attached to 

the minutes (attachment "D"). 

The Chairman noted for the record that shareholders 

owning more than 2% of voting shares participating 

in the meeting were as follows: 

* Giovanni Agnelli e C. S.a.p.a., with 375,803,870 

shares, equivalent to 30.05% of total voting 

shares, held through its subsidiary EXOR S.p.A., 

* BAILLIE GIFFORD & CO, with 33,034,705 shares, 

equivalent to 2.64%, 

6

* VANGUARD INTERNATIONAL GROWTH FUND, with 

28,230,717 shares, equivalent to 2.26%. 

He also noted that Fiat S.p.A. holds 34,577,807 own 

shares, with voting rights suspended, equivalent to 

2.76%. 

The Chairman then proposed that, if those present 

had no objection, a group of students from the Uni- 

versity of Turin and investment analysts would ob- 

serve the meeting in person, in addition to members 

of the press who were located in a dedicated press 

room. 

He noted that also present were representatives 

from the independent auditors and specialist per- 

sonnel whose role was to assist with the proceed- 

ings. He reminded shareholders that if they intend- 

ed to leave the meeting prior to its conclusion, 

they must make themselves known when leaving so 

that the number of votes represented could be up- 

dated accordingly. 

Prior to moving on to the meeting agenda, the 

Chairman also gave a reminder that, pursuant to Ar- 

ticle 5.2 of the Procedures for General Meetings 

provided as an attachment to the Annual Report on 

Corporate Governance that had been distributed to 

those present, there would be no reading of the 

documents that had been filed and made publicly 

7

available. 

He then stated that those intending 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 secretary's table, stating the in- 

tended topic. 

He also noted that, pursuant to the Procedures for 

General Meetings (Article 3.6), the use of audio or 

video recording devices by shareholders was forbid- 

den, and mobile telephones were to be turned off. 

He gave a reminder to shareholders who would be 

called to the microphone that, pursuant to the same 

Procedures (Article 6.4), addresses should be con- 

cise and strictly pertinent to the matter under 

discussion. 

He then clarified that, pursuant to the aforemen- 

tioned Procedures (Article 6.6), addresses which 

caused a disturbance or obstructed the participa- 

tion of others or which were offensive or improper 

would not be permitted. 

Additionally, considering the large number of ad- 

dresses to be made, and in accordance with the 

aforementioned Procedures (Article 6.4), he stated 

that 5 minutes would be considered an adequate al- 

lotment of time to address the meeting, at which 

time any voting declarations should also be made, 

8

with 2 minutes for replies. 

Marco Geremia Carlo BAVA (shareholder) asked for it 

to be recorded in the minutes that he opposed this 

time limit. 

The Chairman 

noted that addresses and replies would be consid- 

ered concluded once the time limit had been reached 

and the floor would automatically pass to the next 

shareholder. 

The Chairman then declared the meeting open and 

moved to the agenda, listing the individual items. 

On item 

1) Motion for approval of the Statutory Financial 

Statements and allocation of 2012 net result, 

the Chairman gave the floor to the CEO, Sergio 

MARCHIONNE who gave an address which is attached 

to the minutes (attachment "A"). 

During the course of the address, the video men- 

tioned in the above text was shown. 

The CEO’s address was followed by a warm round of 

applause from shareholders. 

The Chairman then read the motion for the approval 

of the financial statements and allocation of the 

2012 net result which is transcribed below: 

"Shareholders, 

We hereby submit for your approval the Statutory 

Financial Statements for the year ended 31 Decem- 

9

er 2012, which report a net loss of €152,349,998. 

We propose that the loss be allocated to the Re- 

tained Profit reserve, bringing the value of the 

reserve to €1,758,623,155." 

The Chairman then gave the floor to the Chairman 

of the board of statutory auditors, Ignazio CAR- 

BONE, who gave the following address: 

'We would like to respond, during the meeting, to 

the correspondence sent to the board of statutory 

auditors by the shareholder Carlo FABRIS, on Sat- 

urday 6 April, and identified by the shareholder 

himself as a complaint pursuant to Article 2408 of 

the Civil Code. 

The fact deemed censurable by the shareholder in 

his letter is the following: 

"I report, preliminarily, to the Board of Statuto- 

ry Auditors, pursuant to Article 2408 of the Civil 

Code, the following fact which I consider to be 

censurable. 

The meeting notice, in the section relating to the 

right of shareholders to submit questions prior to 

the meeting, states that: 

"...... questions should state the page number of 

the Directors’ Report, or other document provided 

for the General Meeting." I believe this to be in 

contrast with the law which imposes no such re- 

quirement. In addition, in the meeting notice it 

10

is also stated that: "For questions received by 6 

April 2013, 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." Who is responsible for de- 

termining the relevance and right to submit a 

question, which obviously takes place in advance 

of the general meeting? Should it not be the Chair 

for the Meeting that decides whether to give an 

answer? I await the responses from the Board of 

Statutory Auditors, in accordance with the law." 

Irrespective of the admissibility of the corre- 

spondence from the shareholder Carlo FABRIS, the 

Board of Statutory Auditors examined the content 

of the document and responds, in this session, as 

follows: 

- the instructions provided in the meeting notice 

state: "To facilitate management of the responses, 

questions should state the page number of the Di- 

rectors’ Report, or other document provided for 

the general meeting." It is therefore merely a 

procedural indication, whose aim is to facilitate 

the work of the responsible entities within the 

Company and we find no censurable fact, or element 

which is in contradiction with the law; 

- the right to ask questions prior to the meeting 

is limited to shareholders and the relevant commu- 

11

nication issued by an authorized intermediary ver- 

ifying share ownership at the date the right is 

exercised. Alternatively, this right can be demon- 

strated by the notification issued by an author- 

ized intermediary for the purpose of verifying the 

right to participate at the general meeting. In 

addition, the right to present questions prior to 

the meeting is limited to items on the agenda and 

questions must therefore be pertinent to the agen- 

da. The pertinence and right to ask questions are 

verified by the Company. 

In conclusion, on the basis of the complaint re- 

ceived from the shareholder, the Board of Statuto- 

ry Auditors finds no censurable facts, as per Ar- 

ticle 2408 (1) of the Civil Code, or violation of 

any laws or regulations. 

The Board of Statutory Auditors.' 

The Chairman then asked those who had booked time 

to approach the microphone when called and to en- 

sure any questions asked were of general interest 

and for the purposes of having adequate information 

to vote on the motions. He asked that the address- 

es, therefore, be concise and pertinent, that 

speakers remain within the time limit of five 

minutes – during which, as stated previously, any 

voting declarations should be made – and two 

minutes for replies. 

12

He then specified that once the time limit had been 

reached the floor would, as stated previously, au- 

tomatically pass to the next shareholder in the or- 

der booked and that a buzzer would signal when only 

one minute remained. 

The Chairman also noted that the minutes for the 

meeting would not include or provide as attachments 

any addresses or parts of addresses that were not 

actually read for the benefit of those present and 

pertinent to the items on the agenda. 

He then noted that some shareholders had exercised 

their right to present questions prior to the meet- 

ing and numerous questions had been received prior 

to the deadline specified in the meeting notice (6 

April 2013), including some which were fairly de- 

tailed, and that written responses had been sent 

directly to the persons concerned. He informed 

shareholders that those interested could obtain 

copies of those questions and the answers provided 

from the staff at the entrance to the hall. 

The Chairman then opened the floor for discussion 

of the financial statements. 

A summary is provided below. 

Franco BORLENGHI (shareholder) 

stated that he is a small shareholder and as well 

as taking part in today’s meeting, he was also 

13

present at the FIAT INDUSTRIAL shareholder meeting 

held the day before; 

he commented that, despite the awful year for Eu- 

rope, FIAT had closed 2012 with results which ex- 

ceeded both the objectives it had set at the be- 

ginning of the year and analysts’ forecasts; 

he noted that, from the figures officially ap- 

proved by the Board of Directors, it emerged that 

revenues were about 84 billion, representing an 

increase of about 24 billion compared to 2011, and 

that trading profit amounted to 3.9 billion; 

he added that he believed the Company had never 

achieved such a good result, even before the de- 

merger of FIAT INDUSTRIAL; 

he noted that the largest contribution came from 

the subsidiary CHRYSLER and from North America, 

which accounted for 52% of revenues; 

he pointed out that the European businesses penal- 

ized the Company with losses of approximately 700 

million; 

he acknowledged that the Board of Directors had 

chosen not to pay a dividend out of prudence and 

to maintain the current level of liquidity in 

light of the requests presented by VEBA, the trade 

union fund that still holds a 41.5% share in 

CHRYSLER; 

he stated that shareholders accepted the sacrifice 

14

eing asked of them provided that full integration 

with CHRYSLER is completed this year; 

he asked the CEO whether there would be capital 

increases or other sacrifices asked of sharehold- 

ers in the future; 

he asked what the Company’s outlook was for the 

current year, also given the serious crisis which 

continues to affect Italy; 

he requested that a copy of the minutes of the 

meeting be sent to him. 

Pietro BECHERE (shareholder) 

stated that in the midst of this severe crisis, 

which he believed was the most severe since 1929, 

Mr. MARCHIONNE had chosen to challenge politi- 

cians, trade unions, Finmeccanica, Confindustria 

with serious and radical proposals and with a 

clear objective: to change the labor market in It- 

aly; 

he considers Mr. MARCHIONNE’s language direct, al- 

most unknown, because it belonged to a manager 

with a different training, culture, education and 

habits, who doesn’t care for Italian-style wheel- 

ing and dealing and understands that we can’t go 

forward by refusing to accept, absenteeism, wild- 

cat strikes, compromises and dreadful Italian hab- 

its; 

he stated that he was not able to give advice to 

15

Mr. MARCHIONNE, other than keeping politics out- 

side the gates at via Nizza; 

he thinks that a lot of credit should go to Mr. 

MARCHIONNE for the fact that today’s meeting was 

even taking place, because he had revolutionized 

FIAT, changed the rules of engagement on the labor 

front, divided institutions, divided the trade un- 

ions, away from politicians, divided businessmen 

and overcome some of the principle failings of the 

Italian economy, imposing his mark on FIAT; 

he thinks that the time has come to turn a new 

leaf and change plans if FIAT is to compete with 

BMW, AUDI, VOLKSWAGEN and TOYOTA, otherwise pro- 

duction should be moved to where it is cheapest 

and the labor environment is more stable; 

he thinks that the policy of government bailouts 

could still have terrible consequences, and that 

there is a need to re-establish the values of cul- 

ture, integrity and professional and that a proper 

work ethic is fundamental. He himself worked for 

42 years; 

he thinks that Mr. MARCHIONNE has the right skills 

to face the problem which FIAT is facing and is of 

the opinion that people should work hard and speak 

less so that the facts and numbers do the talking; 

he told Mr. MARCHIONNE that he did not like his 

16

statement about not standing the arrogance of 

VOLKSWAGEN’s top management who had been accused 

on several occasions of influencing the car market 

through unsustainable pricing practices; 

he thinks it is appropriate to makes some observa- 

tions on the basis of the numbers and dividends: 

VOLKSWAGEN had guaranteed a dividend of €3 per 

share in 2011 and on Friday February 12th it pro- 

posed a dividend of €3.50 per share for the latest 

financial year, whereas FIAT has not distributed 

dividends to ordinary shareholders for the past 

two years; 

he pointed out that VOLKSWAGEN Group closed 2012 

with revenues up 21% to €192.6 billion which, in- 

cluding the contribution from its subsidiary POR- 

SCHE, were more than double the revenues for FIAT 

and CHRYSLER for the same period of €84 billion; 

he asked why the Group’s 90% stake in FERRARI did 

not bring dividends in the same way as PORSCHE; 

he noted that VOLKSWAGEN’s share price had in- 

creased by 47.6%, four times more than FIAT’s 

share price, which increased by 11.8% between 1 

January 2012 and the end of February 2013, when 

the respective financial statements were pub- 

lished, and noted that BMW’s share price had in- 

17

creased by 24% over the same period. 

Marco Geremia Carlo BAVA (shareholder) 

announced that his websites were www.marcobava.it 

and www.marcobava.eu and explained that he had two 

domains to ensure visitors to his sites had two 

options in the event of technical problems affect- 

ing one of the sites; 

he maintained that responding in only 5 minutes to 

the CEO, who had spoken from 11.15 to 12.00, was 

impossible; 

he is of the opinion that it was incongruent to 

speak about sustainability and print out such 

hefty volumes of financial statements; 

he asked that a vote be held on pursuing a claim 

for liability against the Chairman and CEO for 

their provocative management, which he asked to be 

able to expound on. Despite their declarations, 

losses had been generated and for the reasons he 

outlined in Attachment 1 to the prospectus he pre- 

pared for appointment as proxyholder for today’s 

meeting; 

he stated that his proxy solicitation had a nega- 

tive outcome and urged those who did not want to 

or who were not able to participate the next meet- 

ing of shareholders to take up his proposal; 

18

he noted that additional factors prompting him to 

propose this liability action were the manage- 

ment’s behavior toward the trade unions and in the 

decision to discontinue the LANCIA brand; 

he said that to explain what he meant by the ex- 

pression "provocative management" one only had to 

consider CHRYSLER’s negative equity, which had in- 

creased from 6 to 7 billion dollars; 

he claimed that the Company was losing on its li- 

quidity at a rate of 5%, since it was costing 6.5% 

and generating a yield of 1%; 

he declared that he would bring a complaint pursu- 

ant to Article 2408 of the Civil Code because the 

Company calculates its net financial position in- 

correctly and he said that his position was out- 

lined in more detail in Attachment 1 to the pro- 

spectus published on his websites; 

he noted that on his websites visitors could read 

the ruling in his favor in the case brought 

against him by the CEO in 2008 for having said, 

among other things, that the CEO was a "reckless 

and bold illusionist " and that FIAT security was 

responsible for the death of Edoardo AGNELLI be- 

cause they have failed to protect him; 

he maintained that it was clear if someone had 

19

een responsible for protecting Edoardo AGNELLI 

they hadn’t done it adequately; 

he presented the new website 

www.omicidioedoardoagnelli.net where it is possible 

to find all the developments on the case, well 

summed up in the book "Agnelli segreti" written by 

MONCALVO and published by Vallecchi; 

he said that he was free to speak publicly under 

Article 51 of the Criminal Code, and considered it 

his duty as a shareholder and on the basis of the 

above ruling; 

he asked whether it was Luca CORDERO DI MONTEZEMO- 

LO that had suggested to the CEO to bring the law- 

suit against him; 

he quoted from the text of the ruling: "the state- 

ments by BAVA, especially in light of the respec- 

tive constitutional regulations, Article 21 and 

also Article 47 of the Constitution, according to 

which the Republic encourages investment for pri- 

vate individuals, are more than founded and there- 

fore, clearly, cannot be excluded within FIAT "; 

he announced that he intended to set up an associ- 

ation named "NEW MODEL OF DEVELOPMENT", for the 

purposes of protecting individual investment, and 

invited anyone who was interested to visit his 

20

website for more information; 

on the subject of cars, he noted that Gianni 

AGNELLI used to say that for him all vehicles were 

the same and FERRARI was uncomfortable; 

he stated that Gianni AGNELLI did not use armored 

cars, and that his CROMAs, which he passed to Ed- 

oardo AGNELLI, had VOLVO or PEUGEOT engines and 

automatic gears and were certainly not armored AL- 

FA ROMEOs like those on display at the exhibition 

dedicated to him at the Museo dell’Automobile; 

he stated that both the answers to his written 

questions and those which related to the attach- 

ment were his response to statements made by Mr. 

MOSCHIETTO in court and noted that those answers 

were available at the entrance for anyone inter- 

ested. 

Mr. BAVA’s time expired and he continued to speak 

with the microphone off. 

Franco BENOFFI GAMBAROVA (shareholder), 

thanked, from his heart and with his wallet, CEO 

Sergio MARCHIONNE, all of the Company’s top manage- 

ment and everyone who worked at FIAT-CHRYSLER for 

the good of the Company; 

he also thanked Mr. Sergio MARCHIONNE for the ex- 

tremely detailed address which made the questions 

21

almost superfluous; 

with regard to Russia, he asked whether by mid 2013 

it would possible to start with the joint venture 

and what was the expected R.O.I.; 

he asked whether, with regard to India, since the 

Company had created or was creating a specific com- 

mercial organization, the recent problems between 

Italy and India relating to the navy affair were 

having a negative influence; 

he would also like to have some news on China; 

he asked what the prospects were for the newspaper 

"La Stampa", which is often ignored; 

he observed, with regard to share price performance 

after the Italian elections, that the shares were 

initially down but then rallied and hovered around 

the €22 mark for EXOR and around €4 for FIAT, which 

is much lower than the level it deserves; 

he stated that he was very optimistic and, in the 

hope that this could be auspicious, he quoted Ben- 

jamin GRAHAM: "In the final analysis the true value 

will win out"; 

he considered 2012 to be an exceptional year, which 

was correctly defined as such in a Company press 

statement, while it was exceptionally negative at a 

global level for the economy, but exceptional be- 

22

cause, despite this, the result for FIAT-CHRYSLER 

was clearly positive; 

he complained that, during 2012, aside from hearing 

the protests of the trade unionists, who were just 

doing their jobs, there had been many statements 

from "loose cannons", and one in particular which 

was full of advice for Mr. ELKANN; 

he also added that some "ghosts from the past" 

wanted to express their own not so wise opinions 

and, one of these, reminded him about how many mis- 

takes had been made in the Company between the end 

of the ‘70s and the start of the new millennium; 

he observed that, also in 2012, the ineptitude of 

European politicians had been quite tangible, in 

their inability to establish an industrial policy, 

particularly with regard to the automotive indus- 

try; he expressed his disappointment about the lack 

of tax breaks on the profits which were reinvested 

in capital assets, in particular trucks and cars, 

as he has insisted for some time is needed and 

stated that, because of this, the suffering contin- 

ued. 

Jutta SPERBER (shareholder) 

expressed her gratitude for the information that 

had been provided and especially thanked CHRYSLER 

23

which saved last year’s results; 

he asked, given that FIAT’s problems in Europe, and 

particularly in Italy, may continue what type of 

actions were being considered should the general 

and political situation change; 

she thanked everyone for their attention but com- 

plained about the disturbance caused by the share- 

holder BAVA who continued his address with the mi- 

crophone off. 

Giuseppe MARGARONE (shareholder) 

he stated that not for the first time he found 

himself having to speak at the same time as the 

shareholder BAVA; 

he remembered having granted, during the last 

shareholder meeting, a few minutes of his time to 

the shareholder BAVA so that he could finish his 

address, but that this was not appreciated and 

whatever was done the shareholder BAVA continued 

unabashed; 

he thanked Mr. MARCHIONNE in that he considered 

that if it wasn’t for his arrival at the Company 

there would not have been a turning point. He was 

of the opinion that Mr. MARCHIONNE saved FIAT and 

he thanked him for being at the meeting; 

he noted, with regard to the financial statements, 

24

that the choice of dividing FIAT into FIAT INDUS- 

TRIAL and Fiat S.p.A. was excellent from a finan- 

cial, organizational, productive and logistical 

perspective and asked whether it might not be 

worth thinking about a division of Fiat S.p.A. 

i.e. dividing the automobile segment from every- 

thing else, given that the majority of people that 

speak about FIAT think of cars; 

he asked whether at this point it would be a good 

idea to exploit every synergy and revalue the 

brands, given that FIAT had a global reach and was 

one of the leading car manufacturers in the world; 

he clarified that he wasn’t proposing merging 

brands, but rather revaluing them, and even sepa- 

rating the FIAT brands from the luxury brands, 

like FERRARI, MASERATI and the American brands; 

he confirmed the need to exploit the synergies 

that the Company had achieved thanks to Mr. MAR- 

CHIONNE and all of the FIAT management; 

he stated that he was an ex-shareholder and re- 

minded those present that he had announced, during 

last year’s shareholder meeting, the purchase of 

1,000 FIAT shares while now he was announcing that 

he had sold 10,000 shares; 

he said that he felt strange not having FIAT 

25

shares and was looking for a new reason to revive 

his passion for FIAT, emotional as well as a fi- 

nancial; 

he recounted that he arrived in Turin in 1968 to 

study at Polytechnic and explained that he had 

lived through many FIAT vicissitudes such as the 

march of the 40,000; 

he said it hurts him when sees on the roads or his 

clients and suppliers driving BMW or AUDI and 

thinks that the remedy could be to produce cars 

that are in the mid to upper end of the market. 

Giovanni ANTOLINI (shareholder) 

stated that he had analyzed the Directors’ Report, 

which in large part he agreed with, and he had 

evaluated various line items in the financial 

statements, which reported a gross profit of 

€3,814,000,000 but net profit of €1,411,000,000 

because of the significant financial charges, as 

well as the manufacturing and commercial system in 

various areas where FIAT Group is present; 

he underlined the low production and sales levels 

in Italy, which had a negative bearing on Group 

result, with a loss of €152,350,000; 

he hoped that this Italian result would be re- 

versed with the production of luxury and sport ve- 

26

hicles at the new Grugliasco site and with the 

strengthening of FERRARI, MASERATI, ALFA ROMEO, 

LANCIA and JEEP, in order to bring the critical 

mass of cars produced and sold throughout the 

world by FIAT-CHRYSLER group to the level indicat- 

ed by CEO Sergio MARCHIONNE, of 6-8 million, and 

guarantee that FIAT Group can compete with the 

largest global auto groups; 

he is of the opinion that the FIAT–CHRYSLER group 

cannot remain at the current production and dis- 

tribution levels - circa 4.2/4.3 million – but in- 

stead has to adapt to reach the critical mass of 

circa 6-8 million cars produced and sold; 

he observed that the production would need to dou- 

ble, since it was currently only about half this 

level; 

he considers the time is right, especially in Eu- 

rope, because many automakers are in difficulty; 

he recognizes that his comments should be taken in 

the context of the prudence required by the mar- 

ket, politics and a whole series of other factors; 

he asked whether the Company had already taken 

some steps to reach the above mentioned critical 

mass, as he feared that the competitors could move 

first and so he urged prompt action be taken. 

27

Corrado RADAELLI (shareholder) 

He asked the secretary to check the clock used to 

time the speeches and asked who operated it; 

he pointed out that, after reading information on 

the 2012 financial results, he had submitted some 

questions to the Company by fax and received a re- 

sponse on plain paper with no heading or signa- 

ture; 

he was of the opinion that the document he had re- 

ceived is a useless waste paper; he pointed out 

that the questions were asked so that a response 

could be given verbally during the shareholder 

meeting and asked that the observations, questions 

and responses be attached to the minutes for the 

shareholder meeting; 

he noted that in the section "holdings and other" 

in the 2012 financial statements it was stated 

that as part of the reorganization of holdings in 

subsidiaries and associates operating in the pub- 

lishing sector transactions were undertaken to ra- 

tionalize the sector, including losses; 

he did not consider the indicated purpose to be 

credible, since everything was resolved with a 

merger by incorporation and a verticalization of 

the sector shareholdings, instead of the horizon- 

28

tal development of the previous structure; 

he considered that the above mentioned measures 

served no purpose; 

he asked whether, apart from what was stated in 

the report, other steps had been taken to turna- 

round the sector; 

he observed that the demerger carried out to re- 

structure the publishing sector was proving to be 

a costly operation; 

he asked, given increasingly numerous and varied 

channels for distributing information to the pub- 

lic, which are shifting increasingly away from 

daily newspapers, whether it was not worth aban- 

doning a sector facing increasing difficulty; 

he noted that the net result of PUBLIKOMPASS has 

become exponentially more negative during the cur- 

rent financial year, and asked why this had taken 

place and what steps had been taken to return to a 

positive situation even in the current financial 

year; 

he highlighted, with regard to the FIAT-CHRYSLER, 

automobile sector, that CHRYSLER GROUP LLC is held 

through FIAT NORTH AMERICA LLC and asked what ad- 

vantages this brought and what the overall cost of 

FIAT NORTH AMERICA LLC had been in 2012; 

29

he asked how many and who were the directors of 

this company and whether it had employees; 

he asked what had caused the Board to increase its 

stake in the CHRYSLER FOUNDATION through CHRYSLER 

INVESTMENT HOLDING LLC USA, CHRYSLER MEXICO IN- 

VESTMENT HOLDING COOPERATED UA Holland, CHRYSLER 

MESSICO HOLDING S. de R.L. de C.V. Mexico, CHRYS- 

LER de MESSICO S.A. de C.V. Mexico, down five lay- 

ers to the FOUNDATION CHRYSLER I.A.P. Mexico; 

he asked whether it was possible to achieve econo- 

mies by shortening the chain of holdings and why 

it was necessary to use Dutch companies; 

he wanted to know how many employees these compa- 

nies have, how many directors and what their names 

are; 

he noted that for years the list of shareholdings 

included the CONSORTIUM FOR THE REINDUSTRIALIZA- 

TION OF THE ARESE AREA, now being wound-up, and 

asked what its business purpose was, what goods 

and services it produces and who the participants 

are; 

he asked when it would cease operation and whether 

the position was constantly monitored; 

he would like to know whether the consortium cur- 

rently owns, directly or indirectly, movable and 

30

immovable assets and asked that they be quanti- 

fied; 

he wanted to know how many people are employed by 

the consortium and what are the next steps for its 

definitive closure; 

he asked what justified the privileged position of 

direct ownership by FIAT GROUP AUTOMOBILES; 

he noted that for TEKSID, in 2012 TEKSID ALUMINUM 

had been, like clockwork, achieved the usual loss- 

es, which this year amounted to €15 million; 

he asked how much management had done to eliminate 

the destruction of value by TEKSID ALUMINUM and 

what the reasons were for the 2012 result; 

he noted that for the past several financial years 

TEKSID DO BRASIL has been generating increasingly 

large losses and asked whether the directors had 

taken steps to turn around the performance of the 

business. 

The CEO Sergio MARCHIONNE 

- responded to Franco BORLENGHI (Shareholder) 

that: 

the financial targets for 2013, as indicated dur- 

ing the 2012 results conference call, were reve- 

nues of between €88 and €92 billion, trading prof- 

it between €4 and €4.5 billion, net profit between 

31

€1.2 and €1.5 billion and net industrial debt of 

about 7 billion; 

conditions in the NAFTA, Latin America, Asia- 

Pacific markets continued to support the Company’s 

expectations while, as mentioned above, the Euro- 

pean market continued to be subject to significant 

levels of uncertainty; 

at the end of April, when the first quarter 2013 

results are published, the Company will provide 

updated guidance for each geographic region; on 

the basis of the information available at present, 

there is no reason to believe that there will be a 

revision of the overall target for the Group, but 

there could obviously be some changes for individ- 

ual regions on the basis of the results obtained 

in the first quarter, especially in Europe; 

- to Pietro BECHERE (shareholder) he responded 

that: 

in 2012 FERRARI had revenues of €2.4 billion and 

trading profit of €350 million, an historic rec- 

ord, at least for the past ten years; 

FERRARI distributed a dividend of €180 million to 

FIAT in 2011, so the dividend policy of FERRARI 

had already been managed for some time; 

- to Franco BENOFFI GAMBAROVA (shareholder) he re- 

32

sponded that: 

the joint venture in Russia will be operational by 

mid 2013; in 2012 the Company signed a letter of 

intent with SBERBANK for the production and dis- 

tribution of vehicles and light commercial vehi- 

cles in the Russian Federation; 

it is expected that the range of products will be 

based on JEEP and light commercial vehicles that 

will be produced and assembled in the country; 

the Company has a team of people on this project 

that are evaluating the options for establishing 

production in Russia. This is not an easy task and 

we share the hope that a result will be achieved 

by the end of 2013; 

in India there have been no negative consequences 

commercially as a result of the Italian navy af- 

fair; 

"La Stampa" is extending its business by develop- 

ing a series of digital initiatives which relate 

in particular to the continued expansion and 

strengthening of targeted web channels, develop- 

ment of a digital page-turner for all platforms, 

including Apple and Android, development of part- 

nerships with leading operators in the sector such 

as, for example, the Hangout agreement with Google 

33

during the political elections in February; 

all of these initiatives have resulted in a sig- 

nificant increase in web traffic which is 60% 

higher than last year, a far greater increase than 

its main competitors: "Corriere della Sera" had an 

11% increase and "Repubblica" 7%; 

- to Jutta SPERBER (shareholder) he responded 

that: 

the plan presented on 30 October 2012 entails us- 

ing capacity in Europe, in particular Italy, to 

produce models for the global market precisely be- 

cause of the continuing economic uncertainty in 

Europe; 

as already outlined, we have sought to shift focus 

from the European market which is expected to con- 

tinue to face significant difficulty in 2013; we 

expect the situation will continue to improve even 

as early as next year, but these are clearly very 

difficult forecasts to make; 

- to Giuseppe MARGARONE (shareholder) he responded 

that: 

a separation was already achieved through the cre- 

ation of FIAT INDUSTRIAL on 1 January 2011; 

the Company believes that the luxury brands pro- 

vide a significant contribution to the positioning 

34

of the mass-market brands also in America; FERRARI 

is a major source of value in the development of 

the Group’s mass-market brands, simply by associa- 

tion; 

- to Franco BORLENGHI (shareholder) he responded 

that: 

for the time being there was no plan for a capital 

increase in relation to the merger with CHRYSLER; 

the Company has other avenues to finance the ac- 

quisition of the minority stake, including moneti- 

zation of other Group assets; 

this is something which should be developed over 

time and by the end of 2013 the Company will have 

a clearer idea on how to proceed; 

- to Giovanni ANTOLINI (shareholder) he responded 

that: 

the Company is open to alliances with anyone to 

develop the network and brands and has recently 

announced a collaboration with MAZDA for produc- 

tion of the ALFA ROMEO spider; 

other opportunities are being examined to increase 

volumes, but at present no significant transac- 

tions are being considered; 

- to Franco BENOFFI GAMBAROVA (shareholder) he re- 

sponded again that: 

35

the Company had started production of the Viaggio 

at the Changsha plant, through 50/50 joint venture 

with the Chinese Group GAC, GUANGZHOU AUTOMOTIVE 

CORPORATION, and the total number of new vehicle 

registrations in China in 2012 for FIAT-CHRYSLER 

Group was 57,000 units, an increase of 45% com- 

pared to 2011; 

the strategy for developing the Company’s presence 

in the Chinese market is totally connected with 

development of the JEEP brand, at least in the me- 

dium term; 

- to Corrado RADAELLI (shareholder) he responded 

that: 

the losses of TEKSID Aluminum were due to the fall 

in volumes for the European market, the effect of 

which had been in part compensated with an aggres- 

sive cost management strategy; 

the Company fully understands TEKSID’s enormous 

contribution to the industrial activity of FIAT 

INDUSTRIAL as well and has taken commitments to 

guarantee production of FPT engines, which histor- 

ically, formed an integral part of the much more 

complex business of FIAT Group; 

Mr. TARANTINI is trying to correct the losses, a 

business in which he has a great deal of experi- 

36

ence; 

in 2013 La Stampa will be focused on the consoli- 

dation and growth of its businesses and LA STAMPA 

is further developing a series of initiatives in 

the digital sphere; 

in 2012 PUBLIKOMPASS closed the year with a net 

loss of €14 million, against breakeven for the 

previous year, reflecting the difficult market en- 

vironment in which it operates; measures to con- 

tain general costs and overheads implemented by 

the company were not sufficient to cover reduced 

margins resulting from the significant drop in 

revenues attributable to the contraction in the 

advertising market – which suffered a reduction of 

14% in 2012; 

in Holland FIAT Group employs about 100 people; 

FNA was set up for the purpose of the CHRYSLER 

transaction and due to the requirements of US law. 

The Chairman 

then proceeded with the replies. 


complained about not having received a response on 

the non-distribution of dividends and considered 

this to be a bad sign for the country, which has 

been without a government for some time, if a com- 

37

pany of FIAT’s importance does not demonstrate 

confidence in Italy; 

he noted that VOLKSWAGEN shares increased 47%, 

BMW’s increased by 29% and DAIMLER’s by 26% and 

that VOLKSWAGEN’s profit was 21.8 billion while 

FIAT’s were fifteen times less at 1.4 billion; 

he believes that no blame could be attributed to 

the management, and reminded everyone that at 

VOLKSWAGEN, strikes are virtually non-existent 

with only one strike in the past twenty-five 

years; 

he observed that, with regard to liquidity, 

VOLKSWAGEN reduced its liquidity from 17 to 10.6 

billion in 2012, while FIAT, although smaller than 

VOLKSWAGEN, has a liquidity of 20.8 billion, de- 

spite higher interest rates paid by Italian compa- 

nies compared to their German counterparts; 

he asked whether this liquidity was a reserve in 

view of the increase in CHRYSLER; 

he claimed that it was a mistake not to distribute 

dividends because it signals a lack of confidence 

in Italy. 


stated that he did not wish to comment on paral- 

lels between FIAT and the government; 

38

he pointed out that the assessments he made on the 

commercial policy of VOLKSWAGEN are his own per- 

sonal opinions based on his observations of the 

company’s behavior in European markets at a com- 

mercial level, especially at a time when all of 

its competitors are experience such extreme diffi- 

culty; 

he declared that he never questioned the technical 

ability of German competitors to produce vehicles 

that are appreciated internationally and he will 

not do so in the future either; 

he considers the Germans valid competitors, that 

have made great achievements in the past; 

he believes, however, certain behavior in the mar- 

kets is acceptable, whereas others are not ac- 

ceptable and believed he was quite clear in his 

assessment of the competition, at least certain 

German automakers; 

he reminded those present, with regard to FIAT’s 

performance in terms of both share price and divi- 

dends, what the starting position was in 2004; 

he agreed with the shareholder’s assessment that 

in the past nine years not enough had been done, 

but efforts were made to do the best possible; 

he observed that in 2004 FIAT started from a com- 

39

pletely different position compared to VOLKSWAGEN, 

and the Company can be considered to have reached 

VOLKSWAGEN’s level now, on its own and risking a 

lot, going to America at an apparently bad time to 

acquire a company which had been managed by Ger- 

mans for ten years without ever producing results 

such as those that have been achieved in partner- 

ship with FIAT; 

he believes, in all humility and frankness, that 

the path followed by FIAT over the past nine years 

has been an acceptable one. 

Shareholders gave a round of applause. 


recognized that more could have been done, but he 

asked that the Company be given the opportunity to 

move forward and create a future; 

he considers the level of financial resources 

maintained by the Group to be necessary, but 

agrees that the level of liquidity reported in FI- 

AT’s financial statements of 20.8 billion at year- 

end 2012 is very high; 

he observed that this level of liquidity is the 

result of several factors, firstly the continuing 

uncertainty at both the industrial and financial 

level, at least when it comes to managing European 

40

markets; 

he recalled that in 2008 and 2009 we already expe- 

rienced an incredible tightening in financial mar- 

kets with the resulting inability to access mar- 

kets because they were frozen; 

he was of the opinion that, until the European 

situation became more certain, it was prudent, as 

FIAT has done, to maintain maximum liquidity, even 

though he recognizes that this involves a high 

cost for the Company in terms of interest; he ex- 

plained that this was necessary to ensure that the 

Company could continue to operate; 

he recognized that one of the alternative uses for 

the liquidity would be to purchase the VEBA stake 

and observed that, if an agreement was reached 

with VEBA to acquire its minority stake in CHRYS- 

LER, the Company would already have the funds 

available; 

he observed that this was not necessarily a perma- 

nent solution in terms of the Company’s capital; 

he shared the admiration of the shareholder 

BECHERE for the Germans and promised that, with a 

bit of time, FIAT would reach their level. 


complained that the time given for addresses was 

41

too short and asserted that when debate is con- 

structive it should be protected, because it is 

useful for the Company itself; 

he claimed that the issue of critical mass could 

be better addressed in the responses and asked the 

CEO if he also believed that it was necessary to 

reach critical mass in the shortest period of time 

possible; 

he stated that this result could be reached with 

the capacity of the new plants; 

he believed that achieving this objective would be 

very important because it would enrich the Compa- 

ny’s workforce in Italy and would enable it to 

achieve critical mass in a competitive timeframe 

compared to other manufacturers; 

he asserted that it would be appropriate to invest 

in new plants and develop associations with other 

competitive and reliable manufacturers that could 

give prestige to the Company itself. 

With the allotted time expired, the shareholder 

Giovanni ANTOLINI continued to speak with the mi- 

crophone off, and stated his annoyance with this 

procedure. 


stated that, apart from the fact that the time 

42

given for addresses is too short, the responses 

that were provided were very poor; 

he pointed out that the directors had not answered 

many questions including the question on the fu- 

ture of the Arese consortium; 

he believed that everything was being done to pre- 

vent shareholders from speaking and he believes 

this makes shareholder meetings pointless; 

in his opinion, the rule regarding length of ad- 

dresses must be changed through an amendment to 

the procedures for general meetings; 

he claimed that it was the Chairman’s duty to take 

the necessary measures to restore order when a 

speaker exceeds the time limit, to allow everyone 

to express their opinions during the time granted 

to them. 


pointed out that, although he was the second per- 

son to book, he was the last person to be able to 

give his reply; 

he expressed his concern over the CEOs comments on 

liquidity which appear to directly contradict 

those of Mr. MOSCHIETTO who, during the court case 

referred to previously, stated that the Company’s 

liquidity was not excessive and was not greater 

43

than VOLKSWAGEN’s; 

he added that FIAT’s share price went up every 

time the sale of ALFA ROMEO to VOLKSWAGEN was dis- 

cussed; 

he believed that everything that he stated, as 

well as everything he outlined in the 50 points 

attached to his prospectus, demonstrated that Mr. 

MARCHIONNE’s management of the Company was "pro- 

vocative"; 

he stated that in 2008 the very positive 2007 re- 

sults were being talked about and he remembered 

that then, as is the case now, the chairman Luca 

CORDERO DI MONTEZEMOLO stated that the Group was 

in good health, strong and growing; 

he appealed to shareholders to vote against the 

motion. 

With the time allocated having run out, the share- 

holder Marco Geremia Carlo BAVA continued to speak 

with the microphone off. 

With nobody else asking to take the floor, the 

Chairman then closed the discussion and moved to 

vote on the motion for approval of the statutory 

financial statements and allocation of 2012 net re- 

sult, specifying that voting would take place using 

the TELEVOTO system as per the instructions shown 

on the screen. 

44

He then declared that the voting was open and 

shareholders could press: 

. F to vote in favor  

. A to abstain  

. C to vote against.  

He then instructed shareholders that, after check- 

ing the display to verify that the vote entered 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. 

He then declared the vote open. 


declared that he would vote against the motion be- 

cause the FIAT network sold CHRYSLER products. 

Upon completion of the voting, the Chairman con- 

firmed the results. 

The financial statements and proposed allocation of 

2012 results were approved by a majority with: 

votes in favor 703,380,200 

votes against 11,430 

45

abstentions 295,254 

shares not voted 68,100 

Attachment D contains a list of participants at the 

ordinary session of the meeting detailing votes in 

favor, against, abstentions and not voted, together 

with the respective number of shares held. 


asked for it to be recorded in the minutes that he 

was not able to vote because he had not been al- 

lowed to finish his address. 

The Chairman then moved on to voting on the pro- 

posal presented by shareholder Marco Geremia Carlo 

BAVA to bring the action of liability pursuant to 

Article 2393 of the Civil Code according to the 

terms set forth by the shareholder using the TELE- 

VOTO system as per the previous vote. 

Mr. BAVA also asked to be able to set out his pro- 

posal and, since he was not granted this opportuni- 

ty, asked for this to be recorded in the minutes. 

The Chairman declared that the vote was open and 

specified that: 

- those in favor of bringing action should press F 

46

- those against bringing action should press C 

- those abstaining should press A 

He instructed that proxies or trustees that needed 

to differentiate votes were asked to do so at the 

assisted voting booth. 




The proposal to bring action related to the obliga- 

tions of directors pursuant to Article 2393 of the 

Civil Code was rejected by a majority with: 

votes against 703,356,133 

votes in favor 49,068 

abstentions 31,833 

shares not voted 145,058 

Attachment D contains a list of participants at 

meeting, detailing votes in favor, against, absten- 

tions and not voted, together with the respective 

number of shares held. 

On item 

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 

47

own shares. 

in terms of the compensation policy, the Chairman 

pointed out that Section One of the directors’ re- 

port (item 2a on the agenda) that had been handed 

out (Attachment "B") contains the section on com- 

pensation that shareholders are being asked to ap- 

prove pursuant to Article 123-ter of Legislative 

Decree 58/98. 

With regard to own shares, the Chairman reminded 

those present that in the context of authorization 

for the purchase of new shares which was renewed 

by shareholders on 4 April 2012, no transactions 

were made in that the purchase program was sus- 

pended, except for the purchase of a total of 

9,349 shares which was made during the conversion 

of the preference shares and savings shares into 

ordinary shares in order to ensure exact applica- 

tion of the conversion ratio. 

However, the Chairman further stated that in order 

to maintain the necessary operational flexibility 

for a suitable time horizon and considering that 

the current shareholder authorization expires on 4 

October 2013, he proposed renewal of the authoriza- 

tion. 

The Chairman summed up that he proposed revocation 

48

of the shareholder resolution of 4 April 2012 and 

new authorization for a period of 18 months: 

- with share repurchases, including through subsid- 

iaries, not to exceed the legal limit of share cap- 

ital, 

- at a price that does not exceed by more than 10% 

the reference price reported by Borsa Italiana on 

the day prior to purchase, 

- maintain reserves for purchases of own shares, 

including own shares already held, for a maximum of 

€1.2 billion. 

He noted that authorization was also being asked 

for the disposal of own shares with the means which 

best correspond to the interests of the Company in 

accordance with the applicable legislation, includ- 

ing to service incentive plans that have already 

been attributed or may be attributed in the future, 

all the above in the manner and by the deadline set 

out in the relevant section of the directors’ re- 

port (item 2b on the agenda) which has been dis- 

tributed to those present (Attachment "C"). 

He reminded those present that Fiat S.p.A. current- 

ly held 34,577,807 own shares, which was equal to 

2.76% of the share capital, while no subsidiaries 

hold Fiat S.p.A. shares. 

49

The Chairman then opened the discussion on the sec- 

ond item on the agenda and asked that the addresses 

be concise and pertinent, that speakers remain 

within the time limit of five minutes – during 

which, as stated previously, any voting declara- 

tions should be made – and two minutes for the re- 

plies. 

He also specified that once the maximum time was 

reached, as stated previously, the floor would au- 

tomatically pass to the next shareholder in the or- 

der booked and that a buzzer would sound when only 

one minute remained. 

The Chairman then opened the floor for a discussion 

on the second item on the agenda. 

A summary is provided below. 


reminded the CEO that he was perhaps the first to 

have said that one of the best managers in Europe, 

or even the world, had arrived in Italy; 

he reported that he read in Milano Finanza on Sat- 

urday April 6th that Mr. MARCHIONNE’s salary as 

CEO of Fiat S.p.A is €4,500,000, while as Chairman 

of Fiat Industrial S.p.A it is €2,887,000, for an 

50

overall sum of €7,373,300, which is less than that 

paid to others, such as Giovanni PERISSINOTTO; 

he said that he had also read that in 2012 the CEO 

received €1,200,000 in compensation from CHRYSLER, 

contrary to previous years when he received noth- 

ing; 

he asked whether this large sum was paid entirely 

by the Company or whether, for tax reasons, it was 

paid to him in Canada; 

he asked whether it was correct that Mr. Luca 

CORDERO di MONTEZEMOLO, a person he admires in 

that, similar to the CEO, he travelled without the 

need for an entourage, received a salary of 

€5,552,000 in 2011 and €5,554,000 in 2012 as board 

member of FIAT; 

he asked whether it was correct that Mr. Luca 

CORDERO di MONTEZEMOLO should receive such a high 

sum despite no longer being Chairman of FIAT and 

no longer taking part in the shareholder meetings, 

thus putting FIAT in a bad light and behaving in a 

disrespectful manner towards shareholders; 

he asked the CEO, whom he considers to be a capa- 

ble individual, if, after the agreement was signed 

with CHRYSLER, productivity – meaning the product 

produced in a specific time period from a produc- 

51

tion unit – ROE and competitiveness in Italy had 

improved. 

Franco BENOFFI GAMBAROVA (shareholder) 

declared that he was in favor of the purchase of 

own shares as he considered it a bargain for the 

Company to invest in itself; 

he was of the opinion that the purchase of own 

shares was also useful for the incentive plans 

which he was very much in favor of; 

he observed that it was inevitable that envy 

should prompt certain people to judge the earnings 

of others to be high and that in his own profes- 

sional life he was lucky enough to be amongst 

those that are envied; 

he expressed his respect for Mr. MARCHIONNE as 

confirmed repeatedly to the press and in an inter- 

view with CNBC which he gave eight or nine years 

ago; 

he believed that he had examined, in terms of the 

assessment of the compensations, in particular 

that of Mr. MARCHIONNE, in an cold and pragmatic 

manner the issues bearing in mind the HAW assess- 

ment system HAW which was used at the end of the 

'70s and '80s; this system assigned a score to the 

managers on the basis of different factors: the 

52

size of the company, the size of the fixed assets, 

the ratio between the fixed assets and the total 

assets, the criticalities of the market in which 

the company was operating, the criticalities of 

the company as a result of structural and non- 

structural causes; 

he underlined that on the basis of this criteria 

he was lucky enough to be paid more than a col- 

league that apparently managed a more important 

and profitable company; 

he declared that he made a comparison between the 

FIAT management and the management of other compa- 

nies, and making some calculations and using the 

statistics that appear on Il Sole 24 Ore, to have 

reached the conclusion that Mr. MARCHIONNE’s sala- 

ry is more than adequate; 

he highlighted that he was in favor of the policy 

of the FIAT board with regard to the compensation 

for the company’s top management. 


Apologized to the Chairman for having ended his 

previous address in a slightly nervous manner, and 

ensured him that he had no intention of causing of- 

fence. 

The Chairman 

53

thanked him for the clarification. 


reminded those present that ten years had passed 

since the death of Giovanni AGNELLI, whom he was 

very close to; 

he remembered how in those times, when the Chairman 

started taking part in the Company’s board meetings 

as board member, he had proposed that more space be 

found for young people; 

he referred to the second item on the agenda, the 

"buy back", which he defined as a very important 

problem; 

he remembered that his question was considered in 

the past in rational terms, which aimed to use part 

of the company’s liquidity, in light of the Compa- 

ny’s income situation, and defended itself from the 

interference of competitors; today, however, we are 

seeing "trading" transactions by companies who buy 

and sell their own shares; 

he drew attention to the performance of FIAT 

shares which, despite being subject to potentially 

significant oscillations during the course of a 

year, were normally fairly constant, depending on 

the economic situation of the Country, underlining 

that this depended on many parameters which we 

54

could not go into here; 

he considered that in the current market the in- 

vestment, from being a durable financial invest- 

ment, was becoming one "of power" and he gave the 

example of MEDIOBANCA which he considered today to 

be the prerogative of communist cooperatives and 

recommended that the Company returned to be a part 

of it once again; 

he also reminded those present that FONDIARIA SAI 

was incorporated not so much because of essential 

company requirements, but rather because this was 

requested; this situation could come about tomor- 

row, even though he hoped otherwise, with regard 

to the partly owned companies or subsidiaries or 

to FIAT itself and invited everyone to open their 

eyes. 

Giuseppe MARGARONE (shareholder) 

noted how in today’s shareholder meeting and in 

others, that it was always the same people that 

take the floor and underlined that he willfully 

did not book any replies in order not to extend 

his address too long, but thanked everyone for 

their attention; 

he was sorry that there were no youngsters speak- 

ing, including amongst them even forty and fifty 

55

year olds, and that the only “kid” that spoke was 

the shareholder BAVA, while the others were all 

older; 

he declared that he had always been against the 

sale and purchase of own shares, especially if 

this was used as an instrument for incentivizing; 

he believed that neither Mr. MARCHIONNE nor Mr. 

ELKANN needed these incentives but that their 

gratification should be given by the possibility 

of saving thousands of work places and families 

and safeguarding the good name of Italy; 

he stated that he did not know the name and track 

record of other managers and for this reason that 

he was not able to vote for their incentives; 

he was of the opinion that it was necessary to 

differentiate the Company financially, increasing 

the number of companies listed on the stock ex- 

change, revalue the brands and exploit to the full 

the synergies that enable the Company to econo- 

mize; 

he believed that the Company had potential for 

large economies of scale and major synergies that 

should be exploited and that it should not fear 

VOLKSWAGEN because of its policy of lowering pric- 

es, as it has hardly survived because of this pol- 

56

icy alone; 

he pointed out that 80% of his suppliers and cli- 

ents had AUDIs or BMWs which are certainly not 

cheap; 

he commented that he had taken this matter to 

heart and had tried to encourage his clients to 

purchase FIAT cars instead of German brands; many 

think twice before buying cars like the Touareg or 

the Cayenne but despite the crisis many still buy 

AUDI; 

with regard to FERRARI, he is of the opinion that 

it is a different discussion because they are 

niche cars; 

he wanted to know which managers would receive the 

incentives and, if they commercial directors for 

the various brands, he is in favor of the incen- 

tives; 

he asked about the current state of mind of the 

managers of the LANCIA and ALFA ROMEO brands, and 

stated that he would be ashamed to be Italian if 

ALFA ROMEO was sold to VOLKSWAGEN. 


recommended that everyone read the nine pages out- 

lining the compensation policy for top and note 

that the amount they entitled to has and will con- 

57

tinue to increase exponentially to a point where 

the total payment will eventually be greater than 

the dividends paid to shareholders; 

he noted how the definition of "top management” was 

constantly changing, so that the number included in 

this category will continue to increase; 

he added that certain categories are currently ex- 

cluded from this mechanism, such as the statutory 

auditors, to whom three lines of the nine pages are 

dedicated, including the title, where it says that 

the members of the board of statutory auditors are 

entitled to a fixed fee, as well as a reimbursement 

of the expenses sustained for their role; 

he observed that there would no doubt also be a 

jump change in this category, given circumstances, 

with a resulting change in the fees and other com- 

pensation currently received; 

he believes these elements should not be underesti- 

mated, since there were about 500 companies in the 

Fiat Group, potentially involving some 3,500-4,000 

people; 

he noted that, in addition, the nine pages con- 

tained some open and clear contradictions, which 

should be resolved in a practical manner at the end 

of the mandate; 

58

he recommended shareholders exercise extreme cau- 

tion when they vote, while recognizing the merit of 

those who did demonstrate a constant commitment and 

achieved more than satisfactory results; 

he noted that as there is a law which limits the 

purchase and disposal of own shares, it is a sign 

that the purchase of own shares with one’s own mon- 

ey is risky for the economy, even more so when it 

relates to public companies; 

he urged the majority shareholders to form a com- 

mittee through which they would be able to inter- 

vene to underpin the value of the shares, in that 

have the greatest interest in a strong share price, 

and minority shareholders should vote against the 

motion, which will in any event be approved. 

Marco Fabrizio ZABARINI (shareholder) 

observed that, as a cyclical business, in Italy 

the Company has been particularly affected by the 

crisis in Europe and especially Italy; 

he asked why the managers responsible for the Chi- 

nese market didn’t realize sooner that 19 million 

vehicles are sold in China; 

he wanted to know how the managers responsible for 

the Indian market are compensated, as it will be a 

very important market in the future; 

59

he is of the opinion that it is not wrong to give 

managers stock options if they respond according- 

ly; 

he analyzed the plan for luxury autos with produc- 

tion of MASERATI in Grugliasco and ALFA ROMEO in 

Mirafiori; he is of the opinion that the plan 

should also include production six-cylinder gaso- 

line engines in Arese with a technical department 

in Turin that designs and tests the engines; he 

believes that, only if managers make this deci- 

sion, would they deserve an increase in salary and 

stock options; 

he admitted that German companies were doing a 

good job but he recalled how, when the 156 was re- 

leased and the designer DA SILVA subsequently left 

ALFA ROMEO, by coincidence the GOLF that came out 

copied many of the characteristics of the 156 ex- 

actly; 

he asked whether the Company was willing to estab- 

lish and support an effective anti-German campaign 

in the media and whether it could be worth launch- 

ing the new PUNTO at the same time as other ALFA 

ROMEO models; 

he wanted to know whether the Company was willing 

to invest in ALFA ROMEO in Arese with the creation 

60

of a technical department supervised from Turin 

and, potentially, put workers that are on the ex- 

traordinary temporary layoff scheme back to work 

and recall those that were willing to move to Tu- 

rin just to keep their jobs; 

he asked whether the Company was willing to re- 

open engine production at ALFA ROMEO in Arese with 

the production of a six-cylinder gasoline engine 

associated with relaunch of products in the medium 

to high end of the range for ALFA ROMEO and MASE- 

RATI at Mirafiori and Grugliasco; 

he repeated that if this were to happen the manag- 

ers would deserve their salary increases and stock 

options. 


Pointed out that again he was second in the list 

of people who had booked their address and he had 

been made to wait until last; 

he noted that he had had great difficulty in find- 

ing information on compensation for the board and 

statutory auditors and he would publish that in- 

formation on his website; 

he stated that the Chairman earned about €1.5 mil- 

lion unlike his grandfather who at the time earned 

about 500 million lire; 

61

he noted that, according to the compensation re- 

port, the CEO earned about €4.5 million as well as 

stock options worth about another 8 million; 

he reported that the CEO had sold a portion of the 

stock options given to him to pay his taxes, and 

pointed out that most people don’t have that pos- 

sibility; 

he pointed out that Mr. CORDERO DI MONTEZEMOLO 

earned about €2.7 million; 

he explained that 50% of PORSCHE’s turnover came 

from the CAYENNE and this explained the different 

profitability compared to FERRARI; 

he recalled that in 1998 GIUGIARO prepared an SUV 

prototype for MASERATI and ALFA ROMEO which unfor- 

tunately was never produced; 

he stated that at the time he had expressed his 

enthusiasm for the project to CORDERO DI MON- 

TEZEMOLO and the response was that production of 

the vehicle couldn’t be started because of the 

lack of available funds; 

he asked the directors if they were embarrassed to 

receive such high compensation since they were re- 

sponsible for implementing temporary layoff 

schemes for many employees, which could lead some 

to even commit suicide; 

62

he claimed that directors would be more realistic 

about compensation if LANDINI were on the board of 

it, as he had shown that he understood the mecha- 

nisms of industrial production; 

he believed that FIOM, instead of holding a demon- 

stration in the center of Turin, should be holding 

here and that it had not yet understood the sever- 

ity of the situation; 

he declared that he was very sensitive to these 

issues and remembered, as the son of a factory 

worker, the effort he made to obtain two degrees, 

despite the opposition of political forces and 

power groups in Turin; 

he believed that the directors, as members of the 

management class, should consider themselves re- 

sponsible for the loss of 1 million jobs in a year 

and the deadlock at the Termini Imerese plant; 

he stated that the consciences of the directors, 

and others who had boasted of their wealth during 

the meeting, could be made lighter by donating 

their compensation to CARITAS; 

he believes that the philosophy of the CEO does 

not have the Company’s long-term interests in 

mind; 

he believes that if Edoardo AGNELLI had not been 

63

killed, Gianluigi GABETTI would not have chosen 

Sergio MARCHIONNE as director, John ELKANN would 

not have vouched for him and FIAT would have been 

different and stronger; 

he claimed that the Chairman and the CEO had 

erased the memory of FIAT’s history in order not 

to be measured against it; 

he said he was against the directors’ compensa- 

tion, claiming they did not deserve it because 

they don’t know the true story of the Company; 

he remembered the profound admiration that 

VOLKSWAGEN had in the ‘70s for the 128 and he won- 

dered what had happened to FIAT since then; 

with the time available to him having expired the 

shareholder Marco Geremia Carlo BAVA continued to 

talk with the microphone switched off. 

The Chairman 

- to Pietro BECHERE (shareholder) he responded 

that: 

Fiat S.p.A. and Fiat Industrial S.p.A. each pay 

Mr. MARCHIONNE the respective emoluments, which 

were not paid in Canada; 

in the compensation report, Mr. MONTEZEMOLO re- 

ceived €5,534,000 in 2012, of which 50,000 for his 

role as director of Fiat S.p.A. and the rest as 

64

chairman of Ferrari S.p.A., which was in large 

part made up of the variable component of 

€2,742,000 linked to the results of FERRARI which, 

as is well known, were very good in 2012; 

- to Marco Fabrizio ZABARINI (shareholder) he re- 

sponded that: 

stock options are awarded under individual incen- 

tive plans, and conditional to the attainment of 

predetermined objectives and the continuation of a 

professional relationship with the Company; these 

plans are subject to shareholder approval in ac- 

cordance with the law; 

- to Giuseppe MARGARONE (shareholder) he responded 

that: 

the purpose of the compensation policy is to 

strengthen the involvement of people who occupy 

key roles in pursuing the operational objectives 

of the Company; the aim is maintain the interests 

of management aligned with those of all sharehold- 

ers. 

The Chairman then proceeded with the replies: 


reproved shareholder Marco BAVA because he spoke 

during the addresses of other shareholders, and 

considered this a lack of respect towards everyone; 

65

he believed that FIAT was in a state of crisis be- 

cause, as the statistics show, there was over- 

production in the world. Automakers produce 95 mil- 

lion cars when there is market demand for only 70 

million, so there is therefore a gap of 25 million 

cars or 26%; 

he pointed out that in 2012 Europeans bought about 

13 million passenger cars, accounting for 18.5% of 

the 70 million sold throughout the world; 

he would like to have explanations, particularly 

in light of the recent ruling of the Court of Ap- 

peal of Rome, with regard to the Libyan stakes in 

FIAT, FIAT INDUSTRIAL and JUVENTUS for an overall 

sum of €70,749,000, equal to 137 billion lire. 

Marco Fabrizio ZABARINI (shareholder) 

asked whether the directors were willing to bring 

Alfa Corse back to Arese claiming that a charac- 

teristic which defined sports brands was precisely 

having a presence in motor racing; 

he stated that LANCIA, had a positive performance 

as long as it was present in races and rallies, 

and that it suffered a massive reduction when it 

left these competitions; 

he asked whether the directors were willing to ac- 

quire and extend the Arese track, and bear the 

66

charges for maintenance; 

he asked whether the Company was willing to ac- 

quire buildings 27 - spina centrale - and 27A - 

spina est – in Arese, refurbish them and use them 

as hotels; 

he claimed this could be very interesting for fans 

of the ALFA ROMEO brand, who would then have the 

chance to sleep inside a building which had pro- 

duced cars of extraordinary beauty; 

he asked how much the Company planned to invest in 

Lombardy, since in 2015 Milan will host the Expo 

which will last six months; 

he pointed out that this event would attract visi- 

tors from all over the world and highlighted that 

in this occasion it could be very useful to invest 

in Arese, perhaps through the creation of an on- 

site technical department and production of a six- 

cylinder engine which conforms to current emis- 

sions regulations; 

he claimed that all of this would boost sales of 

ALFA ROMEO vehicles produced in Mirafiori; 

he asked for the return to the working conditions 

that existed prior to the introduction of the FAB- 

BRICA ITALIA in Pomigliano, referring in particu- 

lar to work breaks and meals at the end of shifts. 

67

The Chairman informed the shareholder ZABARINI 

that his address and questions were not pertinent 

to the item being discussed. 


complained that he was discriminated against be- 

cause he was second to book but his address was 

moved to last in the list; 

he claimed that this Company was in the habit of 

discriminating and that this conduct also emerged 

from a portion of the ruling of the Court of Rome, 

Employment section, which declared the nature of 

collective discrimination of the exclusion of the 

hiring of the workers of the Pomigliano plant that 

were registered with FIOM and ordered Fabbrica 

Italia Pomigliano S.p.A. to cease the discrimina- 

tory conduct and remove every effect; 

he stated that the above sentence ordered Fabbrica 

Italia Pomigliano S.p.A. to hire 145 workers reg- 

istered with FIOM and maintain, during the course 

of the reabsorption of the staff of the Pomigliano 

plant, the percentage of 8.75% of all persons 

hired; 

he claimed that these aspects demonstrate that 

laws were not the same for everyone because the 

Company hired the workers again but did not use 

68

them and he asked whether it made sense to pay 

people who didn’t work; 

he believed it was wrong to produce the FREEMONT, 

THEMA and FLAVIA with the LANCIA or FIAT brand, 

because these were products which looked to the 

past - and a rather inglorious one at that – of 

CHRYSLER, and not to the future; 

he was of the opinion that the PANDA designed by 

BERTONE made sense, while the new version did not 

and had become a flop. 

With the time available to him having expired, the 

shareholder Marco Geremia Carlo BAVA continued to 

talk with the microphone switched off. 

The Chairman declared the discussion closed and 

passed to the vote, specifying that: 

- the first relates to the First Section of the re- 

port on compensation, 

- the second relates to own shares. 

He specified that voting would take place using the 

TELEVOTO system as per the instructions shown on 

the screen. 

He then declared the voting on the First Section of 

the compensation report open and that shareholders 

could press: 

69

. F to vote in favor 

. A to abstain  

. C to vote against.  











The First Section of the compensation report is ap- 

proved by a majority: 

Votes in favor 514,754,268 

Votes against 188,421,870 

Abstained 126,449 

Shares not voted 95,168. 


meeting detailing votes in favor, against, absten- 

70




asked that it be reported in the minutes that he 

had not been able to vote since he had not finished 

his address. 

The Chairman then passed to the vote the proposal 

for the authorization to purchase and dispose of 

own shares contained in the board’s report and con- 

firmed that the vote was open and that shareholders 

could press: 

. F to vote in favor 

. A to abstain 

. C to vote against. 









71

declared that he had voted against the proposal be- 

cause he considered the purchase of own shares to 

be "legalized insider trading” and because it rep- 

resented a reduction of the Company’s equity which 

needed to be recapitalized. 



The above proposal was approved by a majority: 

Votes in favor 508,514,979 

Votes against 151,105,090 

Abstained 43,731,883 

Shares not voted 15,753. 


meeting detailing votes in favor, against, absten- 



Since there were no more items on the agenda the 

Chairman thanked the participants and declared the 

shareholder meeting closed at approximately 2.15 

p.m. 

The following attachments to the minutes are an in- 

tegral and substantive part thereof: 

72

. Attachment "A" the text of the address outlined 

by the CEO, 

. Attachment "B" the directors’ report (Item 2a on 

the agenda), 

. Attachment "C" the directors’ report (Item 2b on 

the agenda), 

. Attachment "D" a list of participants at the 

meeting, either directly or by proxy, detailing 

votes in favor, against, abstentions and not voted, 

together with the respective number of shares held. 

Chairman 

Signed 

(John Philip ELKANN) 

Secretary 

Signed 

(Ettore MORONE) 

73

Fiat S.p.A. – Annual General Meeting 

Address from CEO 

Sergio Marchionne 

Centro Congressi Lingotto 

9 April 2013 

Attachment “A”

Good Morning Shareholders. 

The Group’s 2012 Annual Report is the first to consolidate results for 

Chrysler Group for the full year and begin to fully demonstrate the 

benefits of our alliance. 

However, what we have accomplished over the past three and a half 

years in terms of sharing and integrating know-how and experience is 

evident not only in our financial results, but also at the commercial, 

industrial and cultural level. 

I would like to begin by presenting a few key facts and figures for 2012 

that demonstrate the extent of the transformation that Fiat has 

undergone and the resulting benefits. 

Fiat AGM Page 2 of 40 9 April 2013

The Group closed 2012 with a trading profit of €3.8 billion, which – 

even without the contribution from the capital goods activities that are 

now part of Fiat Industrial – was the highest in our 114-year history. 

Together, Fiat and Fiat Industrial reported €5.9 billion in trading profit, 

which is almost double the previous record of €3.4 billion reached in 

2008. 

The chart on the top right of this slide, which shows the breakdown of 

revenues by region, is key in understanding the change that Fiat has 

undergone since we formed the alliance with Chrysler in 2009. 

In 2012, Italy – historically the core market for Fiat’s mass-market 

brands – accounted for less than 10% of total revenues. 

It shows that the Group has finally achieved global diversification and 

is no longer dependent on any single market or region. 

Worldwide shipments reached 4.2 million vehicles, another record for 

Fiat. 

During the year, we also completed the mandatory conversion of all 

preference and savings shares into ordinary shares. 

This enabled us to simplify the company’s capital structure and 

governance in line with international best practice. 

In relation to the interest held by VEBA in Chrysler, as you know, we 

notified VEBA that we were exercising our option to purchase the first 

two tranches of its interest in Chrysler, each representing 

approximately 3.3% of Chrysler’s equity. 


In absence of mutual agreement on application of the price calculation 

formula, we have sought a declaratory judgment from the Delaware 

Court and expect a decision during the second quarter. 

Consistent with Fiat’s intention to maintain a high level of liquidity and 

with the current restrictions on Chrysler’s ability to pay dividends to its 

members, the Board of Directors is recommending that no dividend be 

distributed for 2012. 


Throughout the year, we continued to rigorously manage costs, 

focusing in particular on maintaining production levels in line with 

market demand. 

In North and South America, we made ample use of labor flexibility 

mechanisms available to us in order to respond to increased demand 

levels in several markets. 

By contrast, in Europe – where there has been a protracted decline in 

demand – we were forced to implement production stoppages, with the 

utilization of temporary layoff benefit schemes in Italy. We also 

downsized our workforce in Poland following allocation of production of 

the new Fiat Panda to Pomigliano, Italy. 

Despite the forced reduction in activity levels, our plants continued to 

receive awards for the quality of production processes and made 

considerable progress in further implementation of World Class 

Manufacturing principles. 

In total, application of WCM yielded approximately half a billion euros 

in savings during 2012. 

In terms of new models, in North America we launched the Dodge Dart 

– the first Chrysler Group model derived from a Fiat platform – as well 

as the new SRT Viper and Ram Light Duty pickup. 

In Europe, we introduced the new Fiat Panda and Fiat 500L and, in 

Latin America, the Fiat Grand Siena, Jeep Compass and Dodge Dart. 


In Asia, in addition to the launch of the Fiat Viaggio, 2012 also saw the 

return of the Chrysler brand to the Chinese market. 

And finally, we signed an agreement with Mazda for development and 

production of a new rear-wheel-drive Alfa Romeo roadster to be 

launched during 2015. 


Major achievements for the year included record sales for Jeep, which 

were up 20% over 2011 to more than 700,000 units worldwide. 

The brand posted growth in all major markets, including markets 

outside North America, and broke the previous all-time sales record 

set in 1999. 

Outside the NAFTA region, the brand has grown at a rate of nearly 

50% per annum for the past two years. 

By model, the Grand Cherokee registered the best performance and 

the Compass and Wrangler posted increases of 20% and 16%, 

respectively, registering record volumes for the year. 


Turning to Group results, in 2012 we achieved or exceeded all of our 

full-year targets. 

Revenues were up 12% to €84 billion, with volume increases for the 

mass-market brands in NAFTA, LATAM and APAC more than 

offsetting the decline in EMEA. 

As I stated earlier, trading profit was €3.8 billion and trading margin 

improved to 4.5%. 

Net profit was above €1.4 billion, compared with €1.7 billion in 2011, 

which included Chrysler Group from the first of June. 

Excluding unusual items, net profit for 2012 was €1.7 billion compared 

with €700 million for 2011. 

For Fiat excluding Chrysler, however, there was a net loss of 

approximately €1 billion. 

At year end, net industrial debt totaled €6.5 billion and total available 

liquidity remained strong at €20.8 billion. 


Now let’s take a look at performance by business and region beginning 

with the mass-market brands. 

NAFTA made the largest contribution to the increase in Group 

revenues and trading profit. 

Revenues totaled €43.5 billion, representing a 29% increase over the 

prior year. 

Vehicle shipments exceeded 2 million units with increases in all 

markets. 

We continued to outpace all other U.S. automakers in terms of sales 

growth. 

For the U.S. and Canada combined, all brands posted double-digit 

sales increases. 

Trading profit for the region was €2.7 billion with trading margin 

improving to 6.2%. 


In the United States, the industry registered a significant recovery with 

demand up 13% over the prior year. 

The Group achieved a 21% increase in sales and December marked 

the 33rd consecutive month of year-over-year sales gains. 

Market share was up 0.7 percentage points over the prior year to 

11.2%. 

In Canada, sales growth was in line with the market at 6% and 

volumes were the highest in 12 years, with the Ram truck, Jeep 

Wrangler, Chrysler 200 and Fiat 500 all setting annual sales records. 

December represented the 37th consecutive month of year-over-year 

sales growth – the longest growth streak in the company’s history in 

Canada. 

Market share for the full year was 14.2%. 


In Latin America, the Group recorded another year of strong results, 

posting €1.1 billion in trading profit and a double-digit trading margin. 

Revenues were in line with the prior year at more than €11 billion, with 

increased volumes being offset by negative currency translation 

impacts. At constant exchange rates, revenues were in fact 5% higher. 

Group shipments in the region totaled 979,000 units, an increase of 

5% for the year and an all-time sales record for the Group. 


Boosted by the introduction of government incentives, the Brazilian 

market reached a record of 3.6 million units for the year. 

Those incentives will be gradually phased out over the course of 2013. 

Fiat Group was able to capitalize on the increase in demand and 

actually outperformed the market, improving its leadership position 

with share up more than a full percentage point to 23.3%. 

To encourage the continued growth of the domestic car industry, the 

Brazilian government also launched a program that runs from 2013 to 

2017 and is designed to stimulate investment in the sector. 

The program provides a series of tax incentives to encourage 

advancements in energy efficiency and promote investment in 

research and development activities. 

Fiat is well positioned to participate in and benefit from this program. 

In Argentina, the market contracted 1% and our market share declined 

to 10.6% as a result of reduced product availability associated with 

customs delays for imported vehicles and components. 


In the Asia Pacific region, trading conditions were favorable with 

demand higher in nearly all of the Group’s key markets. 

Fiat Group posted a 50% increase in revenues for the region and 

trading profit was nearly double the prior year’s level. 

Retail sales, including joint ventures, totaled more than 115,000 units, 

representing a 28% increase over the prior year. 

The increase was driven by the Jeep brand which nearly doubled the 

prior year’s volumes and accounted for 64% of total sales in the APAC 

region. 

Chrysler brand also achieved excellent results on the back of the 

performance of the new 300C and Grand Voyager. 

During the year, we undertook several initiatives to strengthen our 

presence in the region. 

In India, we established a new Group-owned company for the 

distribution of Fiat brand products that will take over direct 

management of commercial activities in the Indian market and 

reorganize the dealer network. 

In Australia, as part of the Fiat/Chrysler integration process, Chrysler 

Australia became sole distributor for all Fiat, Alfa Romeo and Abarth 

brand products. 


In terms of sales performance by individual market, we achieved a 

45% increase in China, including sales through our joint venture, 

driven by excellent results for Jeep and the new C-segment Fiat 

Viaggio, which is the first vehicle to be produced locally through the 

joint venture partnership with GAC. 

In Australia, we had the highest year-over-year sales increase of any 

automaker, posting a 50% increase compared with an average of 11% 

for the market. 

In Japan, sales were up 35%, propelled by strong industry demand, 

with Jeep and Alfa Romeo leading the way. 

In South Korea, sales improved 23% for the year despite a modest 

contraction for the market overall. 


In Europe, which accounts for the majority of the EMEA region, difficult 

trading conditions continued throughout the year. 

Demand for both passenger cars and LCVs fell to the lowest levels in 

at least 16 years. 

The market remains highly competitive, particularly in the mass-market 

segments, with structural overcapacity and continued pricing pressure. 

Group revenues in EMEA were down 11% over the prior year, mainly 

reflecting volume declines. 

The trading loss of €704 million was, unfortunately, in line with our 

expectations. 

Later on, I will go into more detail on our strategy to eliminate the 

losses associated with our mass-market brands in Europe. 

Industrial efficiencies, WCM synergies and disciplined SG&A spending 

partially compensated for the negative impact of volumes and pricing. 

Vehicle shipments in the EMEA region were just above the 1 million 

mark, a 14% year-over-year decrease primarily attributable to sharp 

declines in Italy, Germany and France. 

The average utilization rate at our plants in EMEA, including joint 

ventures, was below 70% based on the Harbour method or about 44% 

using the Technical definition. 


European passenger car demand was down 8% over 2011, 

representing the fifth straight year of decline. 

Among the major markets, Italy experienced the most significant drop 

with volumes down 20%, the worst percentage decrease since 1993, 

to just 1.4 million vehicles, the lowest level since 1979. 

Double-digit declines were also recorded in France and Spain. The 

only major market to register growth was the UK, with demand 

increasing 5% over the prior year. 

Group brands recorded a 6.3% combined share of the European 

market, slipping 0.6 percentage points over 2011. 

That decrease was largely attributable to the unfavorable market mix, 

as Italy’s weighting in the European total fell to 11.2%. That represents 

a 4.4 percentage point decrease compared with its weighting pre-crisis 

of 15.6%. 

However, our share in Italy was up slightly to 29.6%. 

That result was primarily driven by performance in the A segment, 

where share reached 60%, and the Small MPV segment, where after 

just one quarter of sales the 500L was already positioned as one of the 

best selling models. 


The European light commercial vehicle market registered a 12% 

contraction for the year. 

Overall performance was heavily affected by the 33% drop in demand 

in Italy. However, all other major markets also posted significant 

declines. 

The Group’s sales were down 18% over the prior year, despite the Fiat 

Ducato registering its highest ever segment share and ranking among 

the best selling commercial vehicles in its category for the 6th 

consecutive year. 

Fiat Professional closed the year with an 11.7% share of the European 

LCV market, a decline of 0.8 percentage points that was entirely 

attributable to the unfavorable market mix. 

Group share of the Italian market was 42.7%, compared with 44.4% 

for 2011, when sales benefited from significant fleet renewal activity. 

Excluding Italy, however, our share in other European markets was 0.2 

percentage points higher at 9.2%. 


The next few slides give an overview of some of the major 

developments on the product front during the year. 

In NAFTA, the new Ram 1500 was named Motor Trend’s “Truck of the 

Year”, as well as receiving 6 other prestigious awards. 

For its best-in-class fuel efficiency, the Dodge Dart was named “Most 

Earth Friendly Car of the Year”. 

At the Detroit Auto Show in January, we presented the new Grand 

Cherokee complete with an innovative new 8-speed transmission that 

offers lower fuel consumption and emissions, while at the same time 

improving performance. 

The chart on the right shows some of the Group’s best-performing 

products in the U.S. and Canada, where sales volumes for the year 

were up 21% and 6%, respectively. 


As I mentioned earlier, in Brazil the Group posted the best 

performance in its 36-year operating history in terms of both sales and 

production. 

With the success of our A and B segment models, where combined 

sales were up 18% for the year, we regained our leadership achieving 

a combined 30.2% share. 

The new Strada also made a significant contribution, recording its 

twelfth straight year as the number one small pickup with more than 

110,000 units sold. 


In APAC, we launched two key products during the year. 

The Fiat Viaggio, presented at the Beijing Auto Show, began arriving 

at Chinese dealerships in September. 

Demand grew rapidly and by the end of the fourth quarter the Viaggio 

had already established itself as the Group’s second best selling 

vehicle in China after the Jeep Compass. 

Together with continued development of the distribution network, two 

new versions to be released in 2013 will contribute to volume 

increases projected in China. 

At year end, the Chrysler brand expanded its product offering in the 

APAC region with the launch of the Chrysler Ypsilon, the first ever 

small hatchback model in the brand’s product range. 


In EMEA, the new 500L presented in September was launched in 

markets across Europe during the fourth quarter. 

The vehicle was awarded 5 stars by EuroNCAP and, just four months 

after launch, it was positioned as leader in its segment in Italy and 

fourth in Europe registering consistent share gains. 

Fiat will continue to add to the 500L range during 2013 with new 

engines and versions. 

The Panda was once again the most popular A-segment vehicle in 

Europe, with a 15.7% segment share, and nearly 190,000 vehicles 

were shipped during the year. 

With the addition of the all-new 4x4, which was named “SUV of the 

Year 2012” by TopGear magazine, the Panda family now has the most 

extensive offering in its segment. 


Turning to the outlook for 2013, our expectation of moderate growth in 

the U.S. market is underpinned by the positive performance recorded 

in the first quarter. 

In Canada, we expect demand to remain in line with 2012 levels. 

For Latin America, we expect moderate growth for the region with 

another record year in Brazil and demand in Argentina increasing in 

line with GDP. 

In APAC, demand is projected to increase for the region overall, driven 

by growth in China and India but partially offset by contractions in 

Japan and Australia, where the industry is expected to normalize after 

strong growth in 2012. 

With regard to Europe – in light of demand levels for passenger cars 

and LCVs during the first quarter – a further contraction, albeit 

moderate, is expected for 2013, resulting in the sixth consecutive year 

of decline. Our current expectation is that industry demand will be 

below what we indicated in January as the basis for our full-year 2013 

targets. 


When we announced Group results for 2012, we indicated a target of 

worldwide vehicle shipments for our mass-market brands for 2013 of 

between 4.3 million and 4.5 million. 

Approximately half of those volumes will come from NAFTA. 

LATAM and EMEA are expected to contribute around 1 million each 

and in APAC our target is to double volumes compared with 2012 

levels. 


For our Luxury and Performance brands, Ferrari increased revenues 

8% over the prior year to €2.4 billion, posting an all-time sales record 

driven by performance for 12-cylinder models. 

North America, Ferrari’s number 1 market, accounted for 28% of total 

shipments. 

Trading profit was €350 million for the year and trading margin 

improved to 14.4%, driven by higher volumes, a more favorable 

product mix and positive contributions from licensing and financial 

services. 

It was also an optimum year for Maserati with volumes up 2% and 

revenues of €634 million. 

In the U.S. – Maserati’s number one market – the brand posted its 

best sales performance in 8 years. In China, the brand’s second 

largest market, shipments were up more than 10% for the year. 

Maserati closed the year with trading profit of €42 million, in line with 

results for 2011. 

The positive impact of higher volumes and continued improvements in 

operating costs were offset by significant costs incurred during the 

year in connection with the production start-up for new models. 


The components business also contributed positively to results. 

Magneti Marelli benefited from positive market performance in 

Germany, NAFTA and China, but there were difficult trading conditions 

in most European markets and a slowdown in Brazil, which was 

particularly weak in the first half of the year. 

Revenues totaled €5.8 billion, in line with the previous year. 

Trading profit of €140 million for the year reflected lower volumes in 

Europe, costs associated with the significant number of production 

start-ups in the NAFTA region and cost inflation in Brazil. 

Teksid reported revenues of €780 million, a year-over-year decrease 

attributable primarily to lower volumes for the Cast Iron business unit 

particularly associated with lower demand in the heavy vehicle 

segment. 

Trading profit performance reflected the decrease in revenues. 

Comau posted full-year revenues of €1.5 billion, a 6% increase over 

2011 primarily attributable to the contribution from the Powertrain 

Systems business. 

Trading profit was also higher at €36 million. 


Efforts to align our activities to the highest sustainability standards 

were once again recognized internationally. 

For the fourth consecutive year, Fiat S.p.A. was included in the Dow 

Jones Sustainability World and Europe Indexes that only admit 

companies that are best-in-class in terms of sustainability 

performance. 

Fiat achieved the maximum score in nearly every area of analysis in 

the environmental dimension – particularly those related to its climate 

change mitigation strategies – and, in the social dimension, it received 

the maximum score for human capital development and management, 

occupational health and safety, stakeholder engagement, and 

corporate citizenship and philanthropy. 

We value this recognition because it serves as testimony to the sense 

of duty and values that are an integral part of our business culture. 


The financial targets for 2013 that we communicated during the 

presentation of the Group’s 2012 results were: 

revenues in the €88-€92 billion range 

trading profit between €4 and €4.5 billion 

net profit between €1.2 and €1.5 billion 

net industrial debt of approximately €7.0 billion 

Market conditions in the NAFTA, LATAM and APAC regions continue 

to support our projections, while Europe still presents significant levels 

of uncertainty. 

When the Group announces Q1 2013 results at the end of April, we 

also plan to give updated full-year targets for each region. 

* * * 


Before closing, I would like to make a few comments on our strategy in 

Europe. 

In order to fully appreciate why we have chosen the path we have at 

this crucial moment in our history, it is important to first understand 

how different the Fiat of today is. 

Not only has the Group continued to grow year after year, but even 

more significantly in the past decade it has undergone a fundamental 

transformation. 

It has changed in structure, financial solidity and geographic scope, as 

well as relative weighting in the auto industry. 

The Fiat of 2004 no longer exists. 

We only have to look at the Group’s profile in 2004 – the auto activities 

in particular – and then again in 2012 to immediately see how 

profound that transformation has been. 


The graph on left shows a business whose activities were almost 

entirely concentrated in one geographic region. 

The auto activities had revenues of around €27 billion, 92% of which 

were generated in Europe. 

Excluding Fiat Industrial, it employed just over 100,000 people, more 

than half of whom were located in Italy. 

Outside Europe, our presence was limited to South America and, even 

there, it was substantially concentrated in Brazil. 

We were an automaker of rather modest dimensions, selling around 

1.8 million vehicles a year, and we were eleventh in the global ranking, 

just behind Suzuki. 

But size and ranking apart, Fiat was making huge losses and it was on 

the verge of extinction. 

Operating losses of around €1.3 billion, including unusuals, were 

concentrated entirely in Europe, while the Latin American business 

was essentially breaking even. 

The Fiat of 2012 is light years away from where it was then. 

The Group now has a strong and well-diversified global presence. 

Annual revenues have reached €84 billion – more than three times 

what they were in 2004 – and are distributed more evenly, with Europe 

now only accounting for just over 20% of the total. 


There are 215,000 employees worldwide, of which around 40% are 

located in Europe, a third in North America and a quarter in Latin 

America. 

In absolute terms, the number of Fiat Group employees in Europe 

increased by around 15,000 people between 2004 and 2012. 

Together with Chrysler, we now sell more than 4.2 million vehicles a 

year and have become the seventh largest automaker globally, just 

behind Ford. 

The Fiat of today is capable of generating significant profit despite 

losses associated with the mass-market brands in Europe. 

* * * 

The truth is that over the past nine years, from the potential ashes of 

an Italian automaker, we have created a major auto group with a 

global footprint. 

We did it through a series of steps that were crucial to turning the 

organization around and then beginning to expand. 

The first of those steps was in 2004 when Fiat was in critical condition. 

We changed the Group from the inside, transforming the structure and 

culture and restoring the sense of challenge and competition that had 

somehow been lost. 

Then, in response to increased difficulties in the European market – 

which were then aggravated even further by the general economic 

crisis – we took another important strategic step. 


We made a deliberate choice to reduce our over-dependence on 

Europe and increase our focus on markets in NAFTA and Latin 

America. 

Leveraging the profit potential in other markets, which clearly was no 

longer achievable in Europe, was the only way to ensure a future for 

Fiat. 

March sales figures for the U.S. and Canada have reconfirmed the 

value of that decision. 

In the U.S., we have now posted 36 months of consecutive year-overyear 

sales gains. 

In Canada, we have just achieved a new industry record, posting the 

longest growth streak ever recorded – 40 consecutive months – and 

for the first quarter of this year we were the number one automaker in 

the country. 

The financial security provided by our activities outside Europe – 

particularly NAFTA and LATAM – has enabled us to support and 

protect our presence in Europe. 


However, EMEA cannot survive indefinitely being subsidized by profits 

generated elsewhere. 

That would risk permanently undermining the solid foundation that we 

have been diligently building over the past several years, as well as 

compromising the future of the Fiat/Chrysler integration. 

And that is why we have prepared ourselves to move forward to the 

next step. 

* * * 

As we have proven more than once in the past, moments of crisis can 

also be moments of great opportunity. They can give us the chance to 

chart a new course for the future. 

To overcome difficulty, we need vision, we need to re-evaluate our 

circumstances – and at times even ourselves. 

That is exactly what is behind the plan we presented to the financial 

community on October 30th last year. 


It is a courageous plan that, as I myself have said, is “not for the fainthearted”. 

We have adopted this strategy to deal with the effects the European 

crisis is having on our business and bring new production to our car 

plants in Italy. 

We have decided to reorient our strategy in response to current market 

difficulties and trends in consumer demand and preferences. 

We plan to reduce our exposure to the mass market and shift our 

focus toward the less crowded premium end of the market. 

At the same time, we can increase utilization of our manufacturing 

base in EMEA to support the development of our global brands – Alfa 

Romeo, Maserati and Jeep – and key models in Fiat brand’s 500 and 

Panda families. 

The gamble we plan to take in Italy, and in Europe more generally, is 

not an uncalculated gamble, however. There are several concrete 

factors that underpin the decision. 

First: in Europe we already have state-of-the-art manufacturing 

facilities and an excess production capacity, whereas in all other 

regions we are operating near full capacity. 


Second: we can leverage the experience and know-how we already 

have in-house with brands such as Ferrari, which is the benchmark for 

premium cars around the world. 

Third: over the past three years, the combination of Fiat and Chrysler 

has enabled us to develop architectures and powertrains that will place 

us on the cutting edge in the premium segment. 

Fourth: as a result of the combination with Chrysler, today Fiat has a 

global presence and the access we now have to export markets in 

North America and Asia offers us the opportunity to utilize some of our 

excess production capacity in Europe to service export markets. 

By implementing this plan, we expect to be able to utilize the excess 

production capacity of our mass-market activities and, by 2015-2016, 

achieve breakeven also in Europe. 

To think – as someone wrote – that coming out with a few new 

models, even if they are commercially successful, will automatically 

justify the enormous investment that has gone into them is a pure 

illusion. 


Putting new investment into an activity focused solely on the European 

market, which is currently in the midst of a major economic crisis, just 

wouldn’t make sense. 

In fact, it would be outright suicidal. 

The net effect would simply be more losses and more suffering for 

workers. 

The reason we are even able to contemplate this strategy is that the 

combination of Fiat and Chrysler has created an organization which is 

profoundly different to what it was 3 years ago. 

Fiat has opened itself up fundamentally and irreversibly to the outside 

world. 

* * * 

The process of relaunching our manufacturing activities in Italy has 

already begun. 

In January, we opened the Avvocato Giovanni Agnelli plant in 

Grugliasco, where the Group has invested more than half a billion 

euros, not taking into account development costs. 

The plant has already begun construction of the new Maserati 

Quattroporte. This is to be followed by production of the Maserati 

Ghibli, which will be launched by Summer of this year. 


Work is also underway to prepare the Melfi plant for production, 

beginning in 2014, of two new models for the global export market. 

Those models will be: 

the new Fiat 500X, the latest addition to the 500 family 

and a small SUV for Jeep, which represents the brand’s 

entrance into a new market segment 

More than €1 billion in investments are planned and they will be 

shared equally by Fiat and Chrysler. 

But let me make one thing clear. 

* * * 

There was only one alternative to the course that we have chosen to 

resolve the problem of overcapacity that Fiat, along with all other 

automakers, is facing in Europe. 

That would have been to close one or more plants in Italy. 

It would have been the easiest and most immediate alternative, not to 

mention the most rational from a financial perspective. 

It was the route some had hoped we would take – especially the 

financial community. It was also the route that many others were afraid 

we would take, because of the inevitable social consequences. 


However, the reason we decided to rethink our business strategy at 

least in part is because we believe that making cars is not just about 

accounting and efficiency. 

We have become a global organization and we are free to follow an 

industrial strategy that is rational and in the best interests of the Group. 

But from the very beginning we have managed this freedom with a 

sense of responsibility, constantly seeking the appropriate equilibrium 

between industrial logic and social responsibility. 

And that is why, rather than choosing the easier route, we chose 

instead the courageous and more responsible route. 

* * * 

Italy is currently going through a very difficult period with major 

challenges that need to be addressed and resolved. 

We are aware that we have undertaken an enormous commitment, 

made all the more significant by current conditions of uncertainty. 

But we have never shrunk back from our commitments and we don’t 

intend to now at such a critical moment. 

The course that we have begun represents the contribution that Fiat 

intends to make, however modest in the grander context, to the future 

of this nation. 


A sign of hope and of commitment. 

If we dedicate all of our energies to doing what we do well, we will be 

making a contribution to restoring the image of Italy as a 

technologically-advanced nation where manufacturing is still viable. 

We have already proven that it can be done: at Pomigliano we have 

created a model factory, the best in Europe, as even the Germans 

acknowledge. 

There is no reason why we can’t do it again elsewhere. 

* * * 

Whether for historic reasons – or because we are the largest private 

industrial enterprise in Italy – Fiat is still very much considered by most 

to be an Italian group. 

The fact that we have become a global automaker, capable of 

competing with the very best in the sector, is considered of little or no 

importance. 

However, we are no longer the Fiat that most Italians imagine us to be. 

Sometimes when people see their children grown up, it is difficult for 

them to understand and accept the change, to view them as mature 

adults. 

Sometimes, the relationship between Italy and Fiat is a bit the same. 


But the principal reason that our group has transformed itself and 

expanded internationally is to escape from the isolation that would 

have jeopardized its future. 

We have done it to become stronger, more capable, more conscious 

of our potential. 

No one can blame us for that. 

For more than a century, the story of Fiat has been closely interwoven 

with the story of Italy. 

Over the years, Fiat has been a major player in the industrial 

development of Italy. It has contributed to its social and economic 

growth, and to its prosperity. 

And, in turn, it has also been nurtured and enjoyed prosperity. 

Today, 114 years later, that spirit is still alive. 

Fiat has been totally transformed. It is an open, global organization 

that is very different to the image of Fiat that many in this country still 

hold on to. 


We can’t recreate the Fiat of the past – and we shouldn’t want to. 

We do intend to do our part for Italy, however. 

We want to contribute to building a future that is worthy of our 

aspirations in terms of industrial, social and economic progress. 

Because there will always be a piece of Italy in every Fiat, just like 

there will always be a bit of Fiat in every Italian. 

[Video “La Nostra Vita” – 60’’] 

* * * 

I would like to conclude by thanking all of our shareholders for 

supporting Fiat and its management over the past 12 months, for 

believing in the Fiat/Chrysler integration and for remaining by our side 

as we embark on this new phase of growth. 

I would also like to thank all of the 215,000 people at Fiat and Chrysler 

around the world for their contribution over the past year and for what 

they continue to do for the future of our group. 

* * * 


General Meeting of 

Shareholders – 

9 April 2013 

(Item 2 a on the Agenda) 

Attachment “B”

a) Compensation Policy pursuant to Article 123-ter of 

Legislative Decree 58/98 

Shareholders, 

Pursuant to Article 123-ter of Legislative Decree 58/98, you are hereby asked to give your non-binding vote on the 

compensation policy adopted by the Company for members of the Board of Directors and executives with strategic 

responsibilities, in addition to the procedures for adoption and implementation. 

Following are the Definitions and Section I of the Compensation Report – prepared in accordance with Annex 3A, 

Forms 7-bis and 7-ter, Consob Regulation 11971 of 14 May 1999 – that was published in accordance with legal 

requirements and is available on the corporate website www.fiatspa.com. 

“Definitions 

Annual Total Direct 

Compensation 

means the sum of: (i) the gross annual fixed component of the compensation, 

(ii) the annual variable component that is based on the achievement of 

given target objectives, (iii) the annualized value of the medium-long term 

element of the variable component that is based on the achievement of 

medium-long term target-based objectives and/or long term commitment 

to the Company. including the granting of shares occurred during the year 

upon satisfaction of the vesting conditions of an equity incentive plan 

Board of Directors means the board of directors of the Company 

Board of Statutory Auditors means the board of statutory auditors of the Company 

CEO 

means the Chief Executive Officer of the Company, namely Mr. Sergio 

Marchionne 

Chief Human Resources Officer means the Chief Human Resources Officer of the Group 

Company means Fiat S.p.A. 

means the Compensation Committee, entirely composed of independent 

Compensation Committee 

directors, namely, as of the date of this Compensation Report: Mr. René 

Carron (as Chairman), Mr. Gian Maria Gros-Pietro and Ms. Patience 

Wheatcroft 

Compensation Policy 

means the compensation policy described in Section 1 of this Compensation 

Report 

means this compensation report prepared in accordance with article 

Compensation Report 

123-ter of the Financial Act and Annex 3A, Forms 7-bis and 7-ter, of the 

Issuers’ Regulation 

Corporate Governance Code 

means the Corporate Governance Code for Italian Listed Companies 

issued by Borsa Italiana, to which the Company adheres 

EU Recommendations 

means the EU Recommendation 2004/913 and EU Recommendation 

2009/385 

Executive Directors 

means the directors granted by the Board of Directors with a special office 

and duties and namely Mr. John Elkann and Mr. Sergio Marchionne 

Executives with Strategic means the members of the Group Executive Council and other key 

Responsibilities 

corporate executives reporting to the CEO 

Financial Act means the Legislative Decree no. 58 of February 24, 1998 

Group means the Company together with its subsidiaries 

means the decision-making body which supports the CEO of the Company. 

The Group Executive Council is responsible for reviewing the operating 

Group Executive Council performance of the businesses, setting performance targets, making key 

strategic and investment decisions for the Group and sharing best practice, 

including the development and deployment of managerial resources 

1

Issuers’ Regulation means the CONSOB Regulation no. 11971 of May 14, 1999 

LTI 

Performance and Leadership 

Bonus Plan 

means the LTI Plan based on equity instruments approved by the 

shareholders’ meeting of the Company on April 4, 2012 and described in 

the Report to the shareholders issued by the Company pursuant to Article 

114-bis of the Financial Act 

means the Group’s annual short term incentive plan that is linked to both 

the achievement of key financial metrics of operating performance of the 

Group and individual performance and leadership contribution 

Related Parties Regulation means the CONSOB Regulation no. 17221 of March 10, 2010 

Section I 

Section 1 of this Compensation Report is aimed to outline and describe: (i) the policy of the Company with 

respect to the compensation of members of the Board of Directors, members of the Board of Statutory Auditors 

and Executives with Strategic Responsibilities and (ii) the procedures followed in relation to the adoption and 

implementation of said policy (the “Compensation Policy”). 

The Compensation Policy conforms to the recommendations of the Corporate Governance Code. In particular, the 

Compensation Policy incorporates the recommendations contained in Article 6 of the Corporate Governance Code 

relating to compensation for members of the Board of Directors and Executives with Strategic Responsibilities. 

The Compensation Policy also fulfils the requirements of the Procedures for Transactions with Related Parties 

adopted by the Group on November 17, 2010. 

In accordance with the Corporate Governance Code, article 123-ter of the Financial Act and EU Recommendations, 

this Compensation Policy, which illustrates the policies and practices followed by the Company, was prepared for 

and approved for the first time by the Board of Directors in February 2012 and then approved by the shareholders’ 

meeting of the Company. On February 20, 2013 the Board of Directors, with the concurring advice of the 

Compensation Committee, approved this Policy, which will be submitted for approval to the shareholders’ meeting 

called to resolve also on the 2012 financial statements. 

A. Drafting, approval and implementation of the Compensation Policy 

This Compensation Policy, to be submitted to the approval of the shareholders’ meeting called to approve the 2012 

financial statements, was adopted by the Board of Directors on February 20, 2013. 

In addition to the Board of Directors, also the following corporate bodies and persons were involved in the drafting 

and approval of this Compensation Policy: the Compensation Committee, that on February 22, 2012 prepared and 

approved the guidelines and principles of this Compensation Policy to be submitted to the Board of Directors. In 

the meeting held on 19 February, 2013, the Compensation Committee was advised by the Chief Human Resources 

Officer that the Compensation Policy had been followed by the Company in its dealings with the Executive Directors 

and the Executives with Strategic Responsibilities. 

The corporate bodies and persons responsible for the correct implementation of the Compensation Policy are the 

Compensation Committee, that shall monitor the application of the Compensation Policy with regard to Executive 

Directors and Executives with Strategic Responsibilities, having being advised by the Chief Human Resources 

Officer. On a yearly basis the Chief Human Resources Officer reports to the Compensation Committee and advises 

such Committee on the implementation of the Compensation Policy in the previous financial year and the proposed 

changes for the upcoming financial year. 

2

The table below summarizes the main roles and responsibilities for setting and governing compensation for 

participants covered under the Company’s Compensation Policy: 

Participants 

covered 

Non - Executive 

Directors 

Who proposes / 

recommends 

Compensation 

Committee 

Executive Directors Compensation 

Committee 

Executives with 

Strategic 

Responsibilities 

Chief Human 

Resources Officer 

B. Role of the Compensation Committee 

Who advises Who approves 

Chief Human 

Resources Officer 

Chief Human Resources 

Officer 

Compensation 

Committee 

Internal and 

external Executive 

Compensation 

experts 

Shareholders’ 

advisory voting 

rights 

(“Say on Pay”) 

Shareholders Not applicable 

Directors, absent Yes 

the Executive 

Directors 

CEO Yes 

B.1 Composition of the Compensation Committee 

In 1999, the Board of Directors established the Nominating and Compensation Committee. The roles and 

requirements of such committee are constantly updated to reflect current best practice in corporate governance. 

On 24 July 2007, as part of the continuous review of the system of corporate governance and to better align itself 

with best international practice as well as the recommendations of the Corporate Governance Code, the Board 

passed a resolution to split the Nominating and Compensation Committee into the Compensation Committee and 

the Nominating and Corporate Governance Committee. In implementation of the most recent recommendations of 

the Corporate Governance Code, on 22 February 2012 the Board of Directors approved a revised charter of the 

Compensation Committee, which better details its activities. 

The Chief Human Resources Officer attends the Compensation Committee’s meetings; the chairman may invite 

other individuals to attend the meetings whenever their presence may help the Compensation Committee to 

perform its functions. The Compensation Committee may rely on the support of external advisors at the Company’s 

expense. 

As of the date of this Compensation Policy, the members of the Compensation Committee are: Mr. René Carron (as 

Chairman), Mr. Gian Maria Gros-Pietro and Ms. Patience Wheatcroft, all Non-Executive Directors and independent 

pursuant to article 148 of the Financial Act and article 3 of the Corporate Governance Code. All the members of the 

Compensation Committee have an adequate knowledge and experience in compensation and financial matters. 

The Charter of the Compensation Committee is available on the Company’s website: www.fiatspa.com. 

B.2 Role of the Compensation Committee 

On the basis of this Charter, as amended on February 22, 2012, the Compensation Committee is entrusted with 

the following duties: 

(a) presenting proposals to the Board in relation to compensation policies for directors and executives with 

strategic responsibilities; 

(b) presenting proposals to the Board in relation to individual compensation plans for the Chairman, Chief 

Executive Officer and other directors with specific responsibilities, as well as in relation to the establishment of 

performance targets for their variable compensation and, on an annual basis, verifying the level of achievement; 

(c) examining proposals from the Chief Executive Officer concerning compensation and performance evaluations 

for executives with strategic responsibilities; 

3

(d) periodically evaluating the adequacy, overall coherence and concrete application of compensation policies for 

directors and, on the basis of information provided by the Chief Executive Officer, for executives with strategic 

responsibilities; 

(e) carrying out the functions of the committee for transactions with related parties, where related to compensation; 

(f) examining specific issues relating to compensation when requested by the Board and providing 

recommendations. 

With the adoption of the Procedures for Transactions with Related Parties – pursuant to the Related Parties Regulation 

– the Compensation Committee was assigned, exclusively with regard to matters related to compensation, 

responsibility for transactions with related parties. Accordingly, the Compensation Committee is required to give an 

opinion on the substantial and procedural fairness of compensation-related transactions with related parties that 

are of particular significance, as defined in those procedures. 

B.3 Activities carried out by the Compensation Committee in relation to the Compensation Policy 

As anticipated under Paragraph (A) above, the guidelines and principles of the Compensation Policy were prepared 

and approved for the first time by the Compensation Committee on February 22, 2012. 

In the first months of 2012, the Compensation Committee met twice to perform the preliminary activities necessary 

to submit to the Board of Directors the proposal of an equity incentive plan (LTI). 

During 2012, the Committee was advised by the Company’s management on a benchmark analysis, carried out 

on a European basis and taking into particular consideration the forty most traded companies on the Milan Stock 

Exchange (which compose the so called FTSE-MIB Index), on the compensation of non- executive directors. On 

the basis also of this benchmark analysis, and with the aim to align the compensation of non-Executive Directors 

holding special offices on the average of the sample examined, the Board of Directors, based on the Compensation 

Committee proposal, approved to grant, pursuant to Article 2389 of the Italian Civil Code, a fixed compensation to 

the Directors who are also members of the Committees established by the Board (see also paragraph D3). 

In accordance with the Procedures for Transactions with Related Parties, the Committee held a session on February 

19, 2013 to examine the proposal of variable compensation of the CEO for 2012, proposing also the confirmation 

of fixed remuneration as determined in 2011. 

On February 19, 2013 the Compensation Committee reviewed and recommended for approval to the Board of 

Directors this Compensation Report. 

C. Role of the independent expert (if any) 

No independent expert was involved in the drafting of this Compensation Policy. 

D. Objectives and Principles of the Compensation Policy 

D.1 Objectives 

The objective of the Compensation Policy is to ensure that the Group is adequately competitive, in each of the 

business sectors and geographic areas in which it operates, to be able to attract, develop and retain highly qualified 

executives with strong leadership through periodically established targets that are based on objective as well as 

generally applicable criteria. 

In addition, the Compensation Policy seeks to incentivize individuals in key positions toward the achievement of 

Company and Group performance targets, maintaining the interests of management continuously aligned to those 

of shareholders. 

D.2 Principles 

The principles and criteria applied in setting compensation for executive members of the Board of Directors, and 

Executives with Strategic Responsibilities are intended to ensure the Group has the ability to attract, retain and 

motivate individuals who have the professional skills and experience to achieve the best results in their respective 

areas of responsibility and take account of the impact of their role on the achievement of the Group’s financial and 

strategic objectives. With that intent, the Compensation Policy is defined to align the interests of the Company’s 

management with those of the Company’s shareholders through the creation of a strong link between rewards and 

Company or individual performance. 

4

In general, the fixed compensation component adequately compensates individuals for services performed even 

if the variable components, where established, are not received as a result of the performance targets set by 

the Board of Directors not being met. This is considered fundamental in discouraging behaviour that is oriented 

exclusively to short-term results and inconsistent with the target level of risk established by the Group. 

Executive Directors and Executives with Strategic Responsibilities may also be eligible to receive variable 

compensation, either immediate or deferred, subject to the achievement of pre-established economic and financial 

performance targets. 

In particular, variable compensation that is paid immediately is intended to incentivize individuals toward the 

achievement of the targets established in the annual budget and to reward the level of achievement or overachievement 

of those targets. 

Where used, deferred components of variable compensation, which are share-based, are designed to incentivize 

achievement of the targets referred to above, through an annual vesting mechanism, as well as enhancing medium 

to long-term retention and alignment with shareholder interests, objectives typical of such instruments. 

D.3 Changes to the previous Compensation Policy 

The compensation policy described in this Report does not materially modify the practices applied in 2011, with the 

exception of the LTI Plan and of the criteria for the determination of the fixed compensation of the non-Executive 

Directors. 

In particular: 

• The LTI Plan was approved by the shareholders meeting on April 4, 2012 

• Since the shareholders meeting held on April 4, 2012, the fixed compensation of non-Executive Directors not 

holding particular offices has been determined in euro 50,000 (whereas, before such shareholders meeting 

resolution, in addition to such fixed compensation directors benefitted of a meeting fee for each Board or 

Committee session). 

As mentioned above, in 2012 the Board of Directors, pursuant to Article 2389 third paragraph of the Italian Civil 

Code, resolved to grant to the non-Executive Directors who are also members of the Committees established by 

the Board the following annual fixed compensation: 

• Chair of the Internal Control and Risk Committee: euro 30,000 

• Members of Internal Control and Risk Committee: euro 20,000 

• Chair of the other Committees: euro 20,000 

• Members of the other Committees: euro 15,000. 

With reference to the said resolution of the Board of Directors, the Compensation Committee conducted the 

preliminary advisory activities mentioned in paragraph B3 above. 

E. Fixed and variable Components of the Compensation 

E.1 Members of the Board of Directors 

With reference to the policies relating to fixed and variable components of the compensation, the Company 

distinguishes between Executive and non-Executive Directors. 

With regard to non-Executive Directors with no specific additional responsibilities (including independent directors), 

the compensation consists of a fixed fee set by shareholders. Non-Executive Directors holding particular offices 

receive also the additional compensation referred to in the previous paragraph D3. In addition, non-Executive 

Directors are also refunded for expenses incurred in for the exercise of their office. 

In accordance with EU Recommendations and article 6 of the Corporate Governance Code, non-Executive 

Directors are not eligible for any form of compensation tied to the achievement of financial targets or participation 

in any share-based compensation scheme of the Company. 

As per Group policy, which reflected the common practice of the Italian market, the non-Executive Directors are not 

granted with any variable compensation. 

With reference to Executive Directors, in addition to the compensation set by shareholders, they are granted 

individual compensation plans. In particular, at the time of their appointment or thereafter, the Compensation 

Committee proposes to the Board of Directors the remuneration package for Executive Directors or for directors 

holding special offices. On the basis of the above, the Board of Directors establishes – pursuant to article 2389, 

5

third paragraph, of the Italian Civil Code upon proposal of the Compensation Committee and following consultation 

with the Board of Statutory Auditors – fixed compensation for the Chairman and the CEO, and, in the case of 

Directors holding special offices in subsidiaries, approves the proposal to be submitted to the board of directors of 

the relevant subsidiary. 

The model of delegation adopted by the Board contemplates broad operating powers to the Chairman and 

the Chief Executive Officer by which they are authorized, separately and individually, to perform all ordinary and 

extraordinary acts that are consistent with the Company’s purpose and not reserved by law for, or otherwise 

delegated or assumed by, the Board of Directors itself. In practice, the Chairman has the role of coordination and 

strategic direction for the activities of the Board of Directors, while the Chief Executive Officer is responsible for the 

operational management of the Group. 

Consistent with the above, the individual compensation plan applicable to the Chairman does not contemplate a 

variable compensation, while the CEO is also granted with variable compensation, which can be both monetary 

and equity based. 

As a general principle, the remuneration package of the CEO consists, inter alia, of the following elements: (i) a 

gross annual fixed component; (ii) an annual variable cash component that is based on the achievement of pre-set 

business objectives; (iii) a medium-long term, variable equity component. 

With regard to Directors holding special offices (such as Mr. Montezemolo, Chairman of Ferrari S.p.A.) the individual 

compensation plan contemplates (i) a gross annual fixed component; (ii) an annual variable cash component that is 

based on the achievement of pre-set business objectives. 

In addition, upon proposal of the Compensation Committee, the Board of Directors retains authority to grant 

bonuses for specific transactions that are deemed exceptional in terms of strategic importance and effects on the 

results of the Company and/or the Group as well as to consider special circumstances in resolving on the variable 

component of the remuneration. The Compensation Committee and the Board of Directors evaluate and approve in 

advance, respectively, any further remuneration elements awarded to Directors for any other special offices granted 

thereto within the Boards of Directors of the Company’s subsidiaries. 

Payment of short-term variable compensation is subject to the level of achievement of specific Group performance 

targets established annually by the Board of Directors, based on the proposal of the Compensation Committee, 

that are concretely measurable and consistent with the targets provided for in the Business Plan. The variable 

component is subject to a maximum established with reference to gross annual fixed compensation. The 

Compensation Committee verifies – on a yearly basis – the Group’s performance achievement of the performance 

objectives established for the previous year and makes its consequent recommendation to the Board of Directors. 

On such basis, the Board of Directors, after consultation with the Board of the Statutory Auditors, resolves on the 

variable compensation of Executive Directors. 

With regard to the weight of fixed and variable components of the compensation package, it should be noted that, 

on the basis of an international benchmarking, the individual compensation plan of the CEO is set on the basis of 

the following indicative criteria: 

(a) the fixed component generally represents no more than 25-35% of the targeted Annual Total Direct 

Compensation; 

(b) the annual incentive is determined as a percentage of the fixed salary (inclusive of remuneration received for 

other offices in other Group companies) depending on the level of achievement or over achievement of preset 

targets and represents generally not less than 100% of the fixed component in case of achievement of 

the targets. In any case, the maximum incentive cannot be 2.5 times greater than the gross annual fixed 

component; 

(c) the medium/long term, variable, target-based annualized component generally represents at least 60% to 70% 

of the total variable component (targeted annual performance bonus and annualized value of LTI awards) of 

the targeted Annual Total Direct Compensation. Special retention awards of equity may make the annualized 

component even greater. 

In addition in the past the Company granted to the CEO and certain Executives with Strategic Responsibilities stock 

options in accordance with the terms of certain share-based incentive plans approved between 2004 and 2010, 

which in certain cases allow shares to be purchased at a predetermined price (stock options) and in other cases 

provide for the granting of Fiat ordinary shares (stock grants). Details concerning such plans are available at the 

Company’s website. 

6

With regard to allowances in the event of resignation or termination as well as health and welfare benefits, including 

supplementary pension benefits, please refer to Paragraphs L and M below, respectively. 

For information on the LTI Plan approved in 2012, please refer to the Report on such LTI Plan available on the 

Company’s website, www.fiatspa.com. 

E.2 Statutory Auditors 

Members of the Board of Statutory Auditors receive a fixed compensation, as established by shareholders. They are 

also entitled to reimbursement for any expenses occurred in relation to exercise of their office. 

E.3 Executives with Strategic Responsibilites 

The same principles and criteria described above are applied to compensation for Executives with Strategic 

Responsibilities for the purpose of attracting, incentivizing and retaining highly-qualified personnel through 

compensation packages that are competitive with the market and recognize key attributes such as merit, 

demonstrated leadership and the impact of an individual’s role on the achievement of Group financial targets. 

The standard compensation structure for Executives with Strategic Responsibilities provides a fixed component as 

well as short and long-term variable components. As stated above, the fixed compensation component adequately 

compensates individuals for services performed even if the variable components are not received as a result of 

performance targets not being met. 

The short-term variable component is subject to the achievement of financial targets established yearly and the 

amount determined in relation to the level of achievement or over-achievement of those targets, up to a maximum 

established in relation to the fixed component. 

Following to the shareholders’ approval of the LTI Plan on April 4, 2012, the long-term variable component consists 

of share-based incentive plans that link an appropriate portion of the variable component to the achievement of preestablished 

performance targets, that are concretely measurable and correlated to value creation for shareholders 

over the medium to long term. Payment of this compensation is deferred through the cliff vesting mechanism 

following the achievement of the established targets and satisfaction of the conditions for continued service. 

Another component is the Retention LTI, which is linked to the beneficiary’s continuing professional relationship 

with the Group. The selection of the beneficiaries is attributed to the CEO. 

For more information on the LTI Plan, please refer to the ad hoc Resolution published pursuant to Article 114-bis 

of the Financial Act. 

As a general principle, the remuneration package of Executives with Strategic Responsibilities consists, inter alia, of 

the following elements: (i) a gross annual fixed component; (ii) an annual variable cash component that is based on 

the achievement of pre-set business objectives; (iii) a medium-long term equity based variable component (which 

includes stock options mentioned in Paragraph E.1 above and the share-based incentives contemplated by the LTI 

Plan approved by the shareholders on April 4, 2012). 

With regard to allowances in the event of resignation or termination as well as health and welfare benefits, including 

supplementary pension benefits, please refer to Paragraphs L and M below, respectively. 

In addition, the CEO may grant discretionary bonuses to these managers for specific transactions that are deemed 

exceptional in terms of strategic importance and effects on the results of the Company and/or the Group. 

When setting the compensation of Executives with Strategic Responsibilities, the CEO, on the basis of international 

benchmarking, considers the following indicative criteria: 

(a) the fixed component generally represents no more than 50% of the targeted Annual Total Direct Compensation; 

(b) the annual targeted incentive for Executives with Strategic Responsibilities represents not less than 40% of 

their fixed gross annual salary; 

(c) the medium/long term, variable, target-based annualized component (Long Term Incentive Plans) generally 

represents at least 50% of the total variable component of the target-based Annual Total Direct Compensation. 

F. Non-monetary benefits 

Executive Directors with specific functions may be granted health and welfare benefits, private use of transport 

means and discounts on the purchase of Group’s products. For security reasons, Executive Directors must travel 

with means of transport owned, leased or procured by the Group. For the same reasons, the Group may also bear 

part of the costs related to personnel dedicated to the personal security of the Executive Directors. Executives with 

7

Strategic Responsibilities may be assigned with health and welfare benefits and company cars. Other benefits may 

be granted in particular circumstances. 

G. Targets for the assignment of variable Compensation 

The standard compensation structure for Executive Directors and Executives with Strategic Responsibilities 

provides a fixed component as well as short and long-term variable components. 

The short-term variable component is subject to the achievement of financial targets established yearly and the 

amount determined in relation to the level of achievement or over-achievement of those targets, up to a maximum 

established in relation to the fixed component. 

With regard to the annual Performance and Leadership Bonus Plan, the relative metrics are set on the basis 

of annual budget. The short-term variable component of Executive Directors’ compensation is determined on 

consolidated Group results, whereas, for Executives with Strategic Responsibilities, metrics are established on 

consolidated Group results and/or on each Executive’s area of direct responsibility. 

The Compensation Committee and Board of Directors will review any unusual items that occurred in the performance 

year to determine the appropriate overall measurement of achievement. 

In any event the choice of metrics provides a natural balance in order to prevent short term oriented decisions not 

consistent with the level of risk deemed acceptable by the Group. 

Following the approval of the LTI Plan on April 4, 2012, the long-term variable component consists of a share-based 

incentive plan that links an appropriate portion of the variable component to the achievement of pre-established 

performance targets, that are concretely measurable and correlated to value creation for shareholders over the 

medium to long term. Please refer to Paragraph E above and to the Report published pursuant Article 114-bis of 

the Financial Act. 

H. Targets for the assignment of share-based incentive schemes 

The LTI share-based Plan is envisaged for individuals at Group companies whose activities and leadership have 

a significant impact on the Group. This plan intends to incentivize individuals in key positions, including Executives 

with Strategic Responsibilities, toward the achievement of Company and Group performance targets through the 

alignment of medium to long-term incentives to value creation for shareholders. 

The part of the LTI Plan linked to the performance of the Group is directly linked with the achievement of preestablished 

financial performance objectives for the performance period starting on January 1, 2012 and ending 

on December 31, 2014. For further information please refer to the Report published pursuant Article 114-bis of the 

Financial Act. 

The Board’s proposal to the shareholder regarding the LTI Plan is publicly available on the Company’s website: 

www.fiatspa.com. 

I. Consistency with the long-term interests of the Company and the Risk Management Policy 

The long-term interests of the Company and the risk management policy of the Group are integral part of the 

Group’s Internal Control System. The Compensation Policy has been prepared in full consistency with the Internal 

Control System of the Group. Please also refer to Paragraph D above. 

J. Vesting periods and deferral payment systems (if any) 

Please refer to Paragraph H above. 

K. Time restrictions 

The LTI Plan does not provide for any lock-up mechanism after the shares are granted to the beneficiaries. Trading 

of such shares is subject to the applicable laws and regulations. The rights granted under the LTI Plan will be nontransferable 

(except, once vested, in the event of death of the beneficiary). 

8

L. Cessation of office or termination of employment 

The Board of Directors may also grant Executive Directors with specific functions with an allowance in the event of 

resignation or termination (regarding allowances granted in the previous years, please refer to Section II, Part I, (v) 

of this Report). 

For Executives with Strategic Responsibilities post termination treatment consists in the relevant termination 

indemnity accruals set aside per collective bargaining agreements. Furthermore, in the case of dismissal under 

mutual agreement, the Group collective bargaining agreement in Italy provides pre-defined and nondiscretionary 

severance benefits for Executives covered by that agreement. Executives with Strategic Responsibilities whose 

professional relation with the Group is not governed by such collective bargaining agreement are covered by Group 

defined nondiscretionary severance programs. 

Furthermore, the Company may enter into non-competition agreements with its members of the Board of Directors 

and Executives with Strategic Responsibilities and for specific and relevant professional roles of senior managers 

and executives, providing for payment of a fee in relation to the term and scope of the obligation resulting from 

the agreement itself. The obligation is referred to the industry in which the employer operates in at the time of the 

agreement and to its geographical scope. The scope of the obligation varies according to the individual’s role at the 

time of execution of the agreement. 

M. Insurance, social security or pension coverage 

The Board of Directors may also grant Executive Directors with specific functions with insurance policies covering 

accidental death, permanent disability and life insurance as well as with supplementary pension benefits. 

N. Other information 

Please refer to Paragraph E.1 above. 

O. Reference to the compensation policy adopted by other Companies 

The determination of compensation levels is based on continuous monitoring of levels for the market in general and 

for the sector, including benchmarking against groups of a comparable size, complexity and standing.” 

20 February 2013 

On behalf of the Board of Directors 

/s/ John Elkann 

John Elkann 

CHAIRMAN 

9

General Meeting of 

Shareholders – 

9 April 2013 

(Item 2 b on the Agenda) 

Attachment “C”

) Authorization for the Purchase 

and Disposal of Own Shares 

Shareholders, 

On 4 April 2012, you renewed authorization for the purchase of shares – not to exceed the legally established 

percentage of share capital or an aggregate amount of €1.2 billion, inclusive of existing reserves for own shares 

held of €259 million. The authorization related to the three classes of shares (ordinary, preference and savings) 

outstanding on that date. No shares were repurchased under that authorization with the exception of the 9,332 

ordinary shares acquired from shareholders, which represented fractions of ordinary shares resulting from the 

mandatory conversion, based on the approved conversion ratios, of all preference and savings shares into ordinary 

shares. With the exception of those acquisitions, the most recent purchase of own shares was in June 2008, 

following which the Company’s share buyback program was suspended. 

Over the years, the Group has established stock grant and stock option plans based on the Company’s own shares 

to incentivize the executive directors and managers having a significant influence on business results toward the 

achievement of Company and Group performance targets. 

For that purpose, on 4 April 2012 you approved a new 3-year incentive plan based on the Company’s shares 

and authorized the use of up to a maximum of 31,000,000 ordinary shares, in addition to the 16,920,000 shares 

necessary to service the incentive plans already existing at the time. At 20 February 2013, the Company held 

34,577,790 own ordinary shares, which are available to service those plans, corresponding to 2.76% of share 

capital, and the “Reserve for own shares” totaled €259 million. No other Group company holds Fiat S.p.A. shares. 

To ensure coverage of the above share-based incentive plans established by the Company, in addition, more 

generally, to providing the Company a strategic investment opportunity for other purposes permitted by law, we 

propose that you renew the authorization for the Company to purchase and dispose of its own shares, in both 

cases either directly or through subsidiaries, to ensure a continuation of the necessary operating flexibility over an 

adequate time horizon and in consideration of the fact that the current authorization expires on 4 October 2013. 

Such authorization will be subject to the limits and procedures set out in the applicable provisions of the Civil Code, 

the provisions of Article 132 of Legislative Decree 58/1998 and Article 144-bis of the Consob Issuer Regulations, 

and other legal and regulatory provisions that apply. 

Accordingly, we further propose that you revoke the previous resolution, for the part not already utilized at the 

date of the General Meeting, and authorize the purchase of own shares for a period of eighteen months and for 

an amount not to exceed the legally established percentage of share capital (at the current par value of €3.58 per 

share), inclusive of Fiat S.p.A. shares already owned by the Company and/or its subsidiaries. 

The purchase price per share may not be more than a maximum of 10% higher or a minimum of 10% lower than 

the reference price reported by Borsa Italiana on the day prior to the purchase. 

The Company intends to maintain reserves available for the purchase of a maximum aggregate amount of 

€1.2 billion, including existing reserves for own shares (totaling €259 million at 20 February 2013). 

Purchases may be made on one or more occasions on regulated markets, in accordance with the terms and 

procedures established by Borsa Italiana and consistent with equality of treatment for all shareholders. Should the 

opportunity arise, purchases may also be made through a public tender offer, offer for exchange, or other permitted 

procedure. 

1

We are also requesting authorization to dispose of own shares, directly or through subsidiaries, on one or more 

occasions, even if the total of approved purchases has not been made, without time limits or restraints and using 

procedures that best suit the interests of the Company, as permitted by law (including the transfer of rights related 

to the shares, such as, for example, stock lending). Own shares may be used to service existing incentive plans – as 

well as any additional plans that may be established by the Board in the future and subsequently submitted for the 

approval of Shareholders (based on the prices established at the time of granting) – in addition to all other purposes 

permitted by law. 

20 February 2013 

On behalf of the Board of Directors 

/s/ John Elkann 

John Elkann 

CHAIRMAN 

2

Fiat S.p.A. AGM 09/04/2013 

LIST OF PARTICIPANTS 

Attachment “D” 

SHAREHOLDERS AND REPRESENTATIVES IN ATTENDANCE Partial Total 1 2 3 4 

VOTING RESULT 

AINARDI ANNA MARIAAGENT 5,414 F C - F 

5,414 

ALEMANNO GUIDO 9,500 F C A F 

9,500 

ALESSANDRIA GIUSEPPE 15,327 X X X X 

15,327 

ALFERO SERGIO 995 - F X X 

995 

ALTAVILLA ALFREDO 17,158 F C F F 

17,158 

ANTOLINI GIOVANNI 

of which 20,000 shares (owned by the shareholder) pledged to BANCA CARIGE 

- AS PROXY FOR 

23,331 - C F F 

ANTOLINI ANNAMARIA 

ANTOLINI CRISTINA 

3,000 

3,000 

- C F F 

- C F F 

29,331 

ANTONIOTTI PIER PAOLO 1,000 X X X X 

1,000 

AZZOLIN LUIGINO 207 F C F F 

207 

BALDINO GIACOMO 5,000 F - F F 

5,000 

BARUFFINI ALESSANDRO MARCO 10 F F X X 

10 

BARUFFINI AMBROGIO 1,000 F F X X 

1,000 

BAVA MARCO GEREMIA CARLO 1 - F - C 

1 

BECHERE PIETRO 1,517 F C F F 

1,517 

BENINATI IGNAZIO ANTONIO 1,000 F C F F 

1,000 

BENOFFI GAMBAROVA FRANCO 


5,000 F C F F 

MARESI TIZIANA 8,500 F C F F 

13,500 

BENOTTO ENRICO 1 F A X X 

1 

BORDA LUIGI 15,247 F A F F 

15,247 

BORLENGHI FRANCO 1,700 F C X X 

1,700 

BOSSOLA MARIO 0 

Key: Page: 1 

1: Approval of Statutory Financial Statements at 31/12/2012 and Allocation of 2012 Net Result; 2: Action related to the obligations of Directors; 3: First section of 

Compensation Policy; 4: Authorization for the purchase and disposal of own shares; 

F = For; C = Against; A = Abstained; = - Non Voting; X = Absent;



SHAREHOLDERS AND REPRESENTATIVES IN ATTENDANCE 


Partial Total 1 2 3 4 

MAROZZI MARIA CRISTINA 945 X A X X 

945 

BRIGNOLI TRANQUILLO 1,700 F C F F 

1,700 

BRIZZI ROBERTO 2,087 F F F F 

2,087 

CAIANO FRANCESCO 85,600 X X X X 

85,600 

CALDERARA GIUSEPPE 400 A C A F 

400 

CAMOLETTO FRANCESCO 


0 

DEL GRAMMASTRO CHRISTIAN 52,612 F - F F 

52,612 

CANNAVICCI OSVALDO 1,037 F F F F 

1,037 

CAROSSA MARCO 6,960 F F A F 

6,960 

CAROSSA RENZO 9,841 - - - - 

9,841 

CAVALLARI ANDREA 894 F C F F 

894 

CENTARO GIUSEPPE 10 X X X X 

10 

CERRATO STEFANO 431 F C F F 

431 

CHIARIERI ROSA 3,402 X X - - 

3,402 

CODEGONE CONTARDO 412 F C F F 

412 

COLOMBO VLADIMIRO LORENZO 100 F F X X 

100 

COMITO FERNANDO 12 F - A A 

12 

CONTE GIUSEPPE 


0 

MOISO TIZIANA ALBINA 48 F X X X 

48 

CRAVERO PAOLO 120,000 F C X X 

120,000 

DANEO CARLO 1,510 - - - - 

1,510 

VOTING RESULT 

Key: Page: 2 







DANIELI FRANCO 

Partial 

2,057 

Total 

2,057 

1 2 3 4 

F C F F 

DE FANTI VILMA GENOVEFFA ANTONIA 


FERRERI ALESSANDRO 

226 

126 

352 

X X A F 

X X A F 

DEL GRAMASTRO IVAN 


DEL GRAMMASTRO MAELA 

0 

25,714 

25,714 

F - - F 

DEL GRAMMASTRO LUCIANO 

of which 18,227 shares (owned by the shareholder) pledged to UNICREDIT BANCA; 

18,227 

18,227 

- - - F 

DEL SORBO GIUSEPPE 360 

360 

X X X X 

DEL VECCHIO ONOFRIO 500 

500 

- - X X 

DISTEFANO SALVATORE 3,000 

3,000 

F C F A 

FAGIOLINI MONICA 4,783 

4,783 

F C X X 

FANELLI FABRIZIO 1,795 

1,795 

F C A F 

FASANO GIAN LUIGI 10 

10 

X X F F 

FEDELE LOREDANA 


ADVENT HOLDINGS SYNDICATE 780 

VANGUARD GLOBAL EQUITY FUND AGENT:BROWN BROTHERS HARR 

EQ ADVISORS TRUST - EQ/INTERNATIONAL COR AGENT:JP MORGAN CHASE BANK 

SBC MASTER PENSION TRUST AGENT:JP MORGAN CHASE BANK 

NVIT INTERNATIONAL INDEX FUND AGENT:JP MORGAN CHASE BANK 

JPMORGAN INTERNATIONAL EQUITY INDEX FUND AGENT:JP MORGAN CHASE BANK 

SBC MASTER PENSION TRUST SBC MASTER PENSION TRUST 208 AGENT:JP MORGAN CHASE BANK 

BOILERMAKER BLACKSMITH NATIONAL PENSION AGENT:JP MORGAN CHASE BANK 

THE DELTA MASTER TRUST AGENT:JP MORGAN CHASE BANK 

NATIONWIDE INTERNATIONAL INDEX FUND AGENT:JP MORGAN CHASE BANK 

T ROWE PRICE INTERNATIONAL EQUITY INDEX AGENT:JP MORGAN CHASE BANK 

VANTAGEPOINT OVERSEAS EQUITY INDEX FUND AGENT:JP MORGAN CHASE BANK 

VANGUARD EUROPEAN STOCK INDEX FUND AGENT:BROWN BROTHERS HARR 

NEW YORK STATE COMMON RETIREMENT FUND AGENT:JP MORGAN CHASE BANK 

PUBLIC SCHOOL RET SYSTEM OF MISSOURI AGENT:JP MORGAN CHASE BANK 

0 

4,071,997 

267,873 

36,540 

256,133 

119,192 

124,278 

121,231 

112,213 

55,738 

124,273 

28,998 

16,765 

1,234,923 

445,274 

232,941 

F C F F 

F C C F 

F C C C 

F C C C 

F C C C 

F C C C 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

F C C F 

F C C C 

VOTING RESULT 

Key: Page: 3 







VARIABLE PORTFOLIO - DFA INTERNATIONAL VALUE FUND AGENT:JP MORGAN CHASE BANK 336,908 F C C F 

FUNDACAO CALOUSTE GULBENKIAN AGENT:JP MORGAN CHASE BANK 42,084 F C F F 

STATE OF WYOMING, WYOMING STATE TREASURE AGENT:JP MORGAN CHASE BANK 44,931 F C F C 

YOUNG MENS CHRISTIAN ASSOCIATION RETIREM AGENT:JP MORGAN CHASE BANK 59,781 F C C C 

WYOMING RETIREMENT SYSTEM AGENT:JP MORGAN CHASE BANK 16,252 F C C F 

WYOMING RETIREMENT SYSTEM AGENT:JP MORGAN CHASE BANK 67,044 F C F F 

WYOMING RETIREMENT SYSTEM AGENT:JP MORGAN CHASE BANK 29,392 F C C C 

JNL/MELLON CAPITAL MANAGE INTNAL INDEX F AGENT:JP MORGAN CHASE BANK 141,182 F C C C 

VANGUARD TAX-MANAGED INTERNATIONAL FUND AGENT:BROWN BROTHERS HARR 1,046,423 F C C F 

CITY OF PHILADELPHIA PUBLIC RETIREMENT AGENT:JP MORGAN CHASE BANK 11,068 F C C C 

EQ ADVISORS TST - ATM INTERNATIONAL PORT AGENT:JP MORGAN CHASE BANK 51,875 F C C C 

EQ ADVISORS TST - ATM INTERNATIONAL PORT AGENT:JP MORGAN CHASE BANK 47,533 F C C F 

AXA PREMIER VIP TRUST - MULTIMANGER INTE AGENT:JP MORGAN CHASE BANK 16,321 F C C C 

EQ ADVISORS TRUST- EQ/TEMPLETON GLOBAL E AGENT:JP MORGAN CHASE BANK 7,802 F C C C 

EQ ADVISORS TRUST - EQ/GLOBAL MULTI-SECT AGENT:JP MORGAN CHASE BANK 47,905 F C C C 

BLACKROCK LIFE LIMITED AGENT:JP MORGAN CHASE BANK 1,084,528 F C C C 

BLACKROCK INDEX SELECTION FUND AGENT:JP MORGAN CHASE BANK 401,486 F C C C 

BLACKROCK SELECTION FUND AGENT:JP MORGAN CHASE BANK 100,643 F C C C 

STATE STREET GLOBAL ADVISORS GROSS ROLL UP UNIT TRUST AGENT:JP MORGAN CHASE BANK 29,539 F C F F 

INTERANTIONAL PORT VANGUARD VAR INS FUND AGENT:BROWN BROTHERS HARR 2,710,171 F C C F 

THE MASTER TRUST BANK OF JAPAN LTD AGENT:JP MORGAN CHASE BANK 799,538 F C F F 

THE MASTER TRUST BANK OF JAPAN LTD AGENT:JP MORGAN CHASE BANK 2,037,334 F C C C 

THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE FOR MUTB400045796 AGENT:JP MORGAN CHASE BANK 799,093 F C F F 

ARAB FUND FOR ECONOMIC AND SOCIAL DEVELO AGENT:JP MORGAN CHASE BANK 2,256 F C C F 

AVIVA LIFE & PENSIONS UK LIMITED AGENT:JP MORGAN CHASE BANK 65,134 F C C C 

SHELL CONTRIBUTORY PENSION FUND AGENT:JP MORGAN CHASE BANK 176,449 F C C C 

BMW (UK) OPERATIONS PENSION SCHEME AGENT:JP MORGAN CHASE BANK 296,827 F C C C 

LINCOLNSHIRE COUNTY COUNCIL PENSION FUND AGENT:JP MORGAN CHASE BANK 188,690 A C C C 

STICHTING SHELL PENSIOENFONDS AGENT:JP MORGAN CHASE BANK 266,906 F C C C 

REXAM PENSION PLAN AGENT:JP MORGAN CHASE BANK 64,675 F C C C 

DWS DIVERSIFIED INTERNATIONALEQUITY FUND AGENT:BROWN BROTHERS HARR 16,501 F C C F 

STICHTING PENSIOENFONDS MEDISCH SPECIALI AGENT:JP MORGAN CHASE BANK 198,764 F C C C 

STICHTING PENSIOENFONDS VOOR HUISARTSEN AGENT:JP MORGAN CHASE BANK 221,417 F C C C 

C&J CLARK PENSION FUND AGENT:JP MORGAN CHASE BANK 97,487 F C C C 

SAL PENSION SCHEME AGENT:JP MORGAN CHASE BANK 13,023 F C C C 

THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045792 AGENT:JP MORGAN CHASE BANK 791,068 F C C C 

VANGUARD TOTAL INTERNATIONAL STOCK INDEX AGENT:JP MORGAN CHASE BANK 4,129,180 F C C F 

PUBLIC EMPLOYEES RETIREMENT ASSOCIATION AGENT:JP MORGAN CHASE BANK 93,644 F C F C 

PUBLIC EMPLOYEES RETIREMENT ASSOCIATION AGENT:JP MORGAN CHASE BANK 31,584 F C F F 

STATE OF NEW MEXICO STATE INVESTMENT COU AGENT:JP MORGAN CHASE BANK 112,562 F C C F 

MASTER TRUST BANK OF JAPAN, LTD. PENSION AGENT:JP MORGAN CHASE BANK 798,402 F C C C 

VOTING RESULT 

Key: Page: 4 







SEI INST INVEST TRUST WORLD EQ EX-US FUN AGENT:BROWN BROTHERS HARR 12,522 F C C C 

VANGUARD INTERNATIONAL GROWTH FUND AGENT:JP MORGAN CHASE BANK 28,230,717 F C C F 

VANGUARD FID COMPANY EUROPEAN STOCK INDE AGENT:JP MORGAN CHASE BANK 46,583 F C C F 

MASTER INTERNATIONAL INDEX SERIES OF QUA AGENT:JP MORGAN CHASE BANK 63,071 F C C C 

SAMPENSION INVEST AFDELING GLOBAL AKTIEN AGENT:JP MORGAN CHASE BANK 46,511 F C F F 

AVIVA LIFE AND PENSIONS UK LIMITED AGENT:JP MORGAN CHASE BANK 31,720 F C C C 

HARTFORD LIFE INSURANCE COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 25,593 F C C F 

IBM PERSONAL PENSION PLAN TRUST AGENT:JP MORGAN CHASE BANK 489,987 F C F C 

RETIREMENT PLAN FOR EMPLOYEES OF AETNA I AGENT:JP MORGAN CHASE BANK 136,636 F C C C 

GOLDMAN SACHS TRUST - GOLDMAN SACHS INTE AGENT:JP MORGAN CHASE BANK 79,711 F C C F 

EQ ADVISORS TRUST ALLIANCEBERNSTEIN INTL AGENT:JP MORGAN CHASE BANK 7,887 F C C F 

JTSB STB DAIWA STOCK INDEX FUND 9807 AGENT:BROWN BROTHERS HARR 26,650 F C C C 

EQ ADVISORS TRUST-AXA TACTICAL MANAGER I AGENT:JP MORGAN CHASE BANK 32,051 F C C C 

WEST SUBURBAN RETIREMENT INCOME PLAN AGENT:JP MORGAN CHASE BANK 835 F C C F 

RESURRECTION HEALTH CARE PENSION PLAN AGENT:JP MORGAN CHASE BANK 2,683 F C C F 

RESURRECTION HEALTH CARE AGENT:JP MORGAN CHASE BANK 6,288 F C C F 

JPMORGAN CHASE BANK - PB - UNITED STATES FOUNDATIONS - CRA TREATY AGENT:JP MORGAN CHASE BANK 25,000 F C F F 

AQR FUNDS- AQR MULTI-STRATEGY ALTERNATIV AGENT:JP MORGAN CHASE BANK 468,368 F C C C 

CHILDREN`S HEALTHCARE OF ATLANTA INC AGENT:JP MORGAN CHASE BANK 32,058 F C C F 

ROCHE DIAGNOSTICS CORPORATION CASH ACCUM AGENT:JP MORGAN CHASE BANK 85,755 F C C C 

FLEXSHARES MORNINGSTAR DEVELOPED MARKETS EX-US FACTOR TILT INDEX FUND AGENT:JP MORGAN CHASE BANK 4,529 F C F C 

MAPLE BROWN ABBOTT INTL EQUITY TRUST AGENT:RBC INVESTOR SERVICE 52,628 F C C C 

GMO DEVELOPED WORLD STOCK FUND AGENT:BROWN BROTHERS HARR 113,445 F C C C 

LOMBARD GENERAL INSURANCE COMPANY OF CANADA AGENT:RBC INVESTOR SERVICE 4,433,500 F C F F 

FEDERATED INSURANCE CO OF CANADA FEDERATED INSURANCE CO CANADA AGENT:RBC INVESTOR SERVICE 2,233,500 F C F F 

MARKEL INSURANCE CO OF CANADA MARKEL INSURANCE CO OF CANADA AGENT:RBC INVESTOR SERVICE 2,233,500 F C F F 

MANULIFE INTERNATIONAL EQUITY INDEX FUND AGENT:RBC INVESTOR SERVICE 5,209 F C C C 

EMPL BENEF BOARD & WINNIPEG POL PENS AGENT:RBC INVESTOR SERVICE 6,466 F C F A 

CENTRAL FINANCE BOARD OF THE METHODI AGENT:HSBC BANK PLC 7,000 F C C F 

NUCLEAR LIABILITIES FUND LIMITED AGENT:HSBC BANK PLC 24,187 F C C C 

WEST MIDLANDS METROPOLITAN AUTHORITI AGENT:HSBC BANK PLC 60,100 F C C C 

WEST YORKSHIRE PENSION FUND AGENT:HSBC BANK PLC 5,999 F C C C 

ENHANCED INDEX INTERNATIONAL SHARE FUND AGENT:BNP SS SIDNEY BRANCH 196,868 F C C C 

GMO INTL GROWTH EQUITY FUND AGENT:BROWN BROTHERS HARR 548,915 F C C C 

AUSTRALIAN CATHOLIC SUPERAN RETIREM FUND AGENT:BNP SS SIDNEY BRANCH 10,999 F C F F 

AFS INTERNATIONAL SHARE FUND 1 AGENT:BNP SS SIDNEY BRANCH 27,234 F C F F 

MULTIMIX WHOLESALE INT SHARES TRUST AGENT:BNP SS SIDNEY BRANCH 11,410 F C F F 

WHOLESALE GLOBAL EQUITY INDEX FUND AGENT:BNP SS SIDNEY BRANCH 16,913 F C C F 

IPAC SPECIALIST INV STR INT SHARE STR AGENT:BNP SS SIDNEY BRANCH 334,942 F C C C 

WHOLESALE UNIT TRUST GLOBAL INDEX SHARES AGENT:BNP SS SIDNEY BRANCH 12,284 F C F F 

FUTURE DIRECTIONS CORE INT SHARE FUND 2 AGENT:BNP SS SIDNEY BRANCH 278,938 F C C C 

VOTING RESULT 

Key: Page: 5 







RESPONSIBLE INVESTMENT LEADERS INT SHARE AGENT:BNP SS SIDNEY BRANCH 63,112 F C F F 

HOUR-GLASS INDEXED INT SHARES SEC TRUST AGENT:BNP SS SIDNEY BRANCH 18,051 F C F F 

GOVERNMENT OF NORWAY AGENT:JP MORGAN CHASE BANK 10,397,052 F C C C 

GMO INTERNATIONAL CORE EQUITY FUND AGENT:BROWN BROTHERS HARR 2,153,736 F C C C 

NORGES BANK (CENTRAL BANK OF NORWAY) AGENT:JP MORGAN CHASE BANK 293,814 F C C C 

HSBC EUROPEAN INDEX FUND AGENT:HSBC BANK PLC 61,060 F C C C 

HSBC ETFS PUBLIC LIMITED COMPANY AGENT:HSBC BANK PLC 15,559 F C C C 

SCOTIA CANADIAN TACTICAL ASSET ALL FUND AGENT:THE BANK OF NOVA SCOTIA 48,951 F C C C 

COMMONWEALTH INSURANCE COMMONWEALTH INSNCE AGENT:RBC INVESTOR SERVICE 2,233,500 F C F F 

1982 SMITH TRUST AGENT:NORTHERN TRUST -LO 12,612 F C F F 

SILVER GROWTH FUND, LP AGENT:NORTHERN TRUST -LO 406 F C F F 

ACORN 1998 TRUST AGENT:NORTHERN TRUST -LO 732 F C F C 

EXELON PEACH BOTTOM UNIT 1 QUALIFIED FUND AGENT:NORTHERN TRUST -LO 1,325 F C F C 

JTW TRUST NO. 3 UAD 9/19/02 AGENT:NORTHERN TRUST -LO 3,325 F C F C 

LPIP AKT GLOBALE II AGENT:DANSKE BANK S/A 177,498 F C C C 

BBH B J T S RE CMA MFS EX-JAPAN GROWTH MOTHER FUND AGENT:BROWN BROTHERS HARR 33,372 F C C C 




NTGI-QM COMMON DAILY EAFE INDEX FUND - N AGENT:NORTHERN TRUST -LO 28,572 F C F C 

NTGI-QM COMMON DAILY ALL COUNTRY WORLD E AGENT:NORTHERN TRUST -LO 23,746 F C F C 

HRW TESTAMENTARY TRUST NO 3 AGENT:NORTHERN TRUST -LO 2,285 F C F C 


HRW TRUST NO 2 UAD 01/17/03 AGENT:NORTHERN TRUST -LO 1,882 F C F C 

HRW TESTAMENTARY TRUST NO. 10 AGENT:NORTHERN TRUST -LO 8,058 F C F C 


BBH BOS MTBJ RE: MANULIFE INTL BOND INDEX MOTH FND AGENT:BROWN BROTHERS HARR 30,642 F C C C 











FIDELITY FUNDS SICAV AGENT:BROWN BROTHERS HA-LU 1,717,800 F C F F 


PUBLIC SCHOOL TEACHERS PNS E RET.FND CHICAGO AGENT:NORTHERN TRUST -LO 14,572 F C F C 

QM COMMON DAILY WORLD INDEX FUND AGENT:NORTHERN TRUST -LO 32,232 F C F C 

VOTING RESULT 

Key: Page: 6 







GUIDE STONE FUNDS - INTERNATIONAL EQUITY AGENT:NORTHERN TRUST -LO 

UNITED NATIONS RELIEF AND WORKS FOR PALESTINIAN REFUGEES IN THE NEAR EAST AGENT:NORTHERN TRUST -LO 

SHY LLC AGENT:NORTHERN TRUST -LO 

FS PARAMETRIC PARTNERS AGENT:NORTHERN TRUST -LO 

HONG KONG SPECIAL ADMIN EXCHANGE FD AGENT:NORTHERN TRUST -LO 

INTERNATIONAL EQUITY FUND AGENT:NORTHERN TRUST -LO 

THE MOTOROLA PENSION SCHEME AGENT:NORTHERN TRUST -LO 

ING DIRECT AGENT:BROWN BROTHERS HA-LU 

PUBLIC SCHOOL TEACHERS PNS E RET.FND CHICAGO AGENT:NORTHERN TRUST -LO 

CATERPILLAR INC GROUP INSURANCE PLAN TRUST AGENT:NORTHERN TRUST -LO 

ESSEX COUNTY COUNCIL PENSION FUND AGENT:NORTHERN TRUST -LO 

LJR LIMITED PARTNERSHIP AGENT:NORTHERN TRUST -LO 

THE MARATHON-LONDON GLO INVEST TRUST AGENT:NORTHERN TRUST -LO 

STATES OF JERSEY COMMON INVESTMENT FUND AGENT:NORTHERN TRUST -LO 

DODDINGTON GLOBAL FUND LLC AGENT:NORTHERN TRUST -LO 

FUNDO DE PENSOES AGENT:NORTHERN TRUST -LO 

KAUST INVESTMENTS SH LIMITED AGENT:NORTHERN TRUST -LO 

SPECTRUM PRIVATE TRUST COMPANY LIMITED AGENT:NORTHERN TRUST -LO 

SEI INST INV TRUST SCREENED WORLD EQ EX AGENT:BROWN BROTHERS HARR 

INTERNATIONAL EQUITY PARTNERS AGENT:NORTHERN TRUST -LO 

HK MONETARY AUTHORITY AGENT:NORTHERN TRUST -LO 

HP INVEST COMMON CONTRACTUAL FUND AGENT:NORTHERN TRUST -LO 

COLORADO PUBLIC EMPLOYEES RETIREMENT AGENT:NORTHERN TRUST -LO 

OVERSTONE COMMON CONTRACTUAL FUND AGENT:NORTHERN TRUST -LO 

NORTHERN TRUST UCITS COMMON CONTRACTUAL AGENT:NORTHERN TRUST -LO 

INT.MONETARY FUND STAFF RET.PLAN AGENT:NORTHERN TRUST -LO 

DYNASTY INVEST, LTD AGENT:NORTHERN TRUST -LO 

LTW GROUP HOLDINGS, LLC AGENT:NORTHERN TRUST -LO 

LTW INVESTMENTS LLC AGENT:NORTHERN TRUST -LO 

VANGUARD TOTAL WORLD STOCK INDEX FUND AGENT:BROWN BROTHERS HARR 

MF INTERNATIONAL FUND LLC AGENT:NORTHERN TRUST -LO 

BUNTING INTERNATIONAL DEVELOPED EQUITY TE LLC AGENT:NORTHERN TRUST -LO 

THE BUNTING FAMILY INTERNATIONAL DEVELOPED EQUITY LIMITED LIABILITY COMPANY AGENT:NORTHERN TRUST 

-LO 

Partial 

41,348 

3,294 

2,248 

4,844 

122,241 

12,551 

26,363 

30,426 

587,106 

27,452 

82,383 

9,821 

548,915 

9,343 

1,192,490 

80,098 

107,470 

315,536 

35,417 

9,218 

458,003 

737,463 

7,541 

5,125,477 

32,375 

18,373 

860 

7,783 

2,559 

49,363 

1,063 

3,723 

4,993 

Total 1 2 3 4 

F C F A 

F C F F 

F C F F 

F C F F 

F C F F 

F C F F 

F C C C 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C F A 

F C C C 

F C F C 

F C F C 

F C C C 

F C C F 

F C C C 

F C F C 

F C F F 

F C F C 

F C F C 

F C F C 

F C C F 

F C F C 

F C F F 

F C F F 

LAS OLAS EQUITY PARTNERS LP AGENT:NORTHERN TRUST -LO 

THE MARATHON-LONDON GLOBAL INVEST TRUST AGENT:NORTHERN TRUST -LO 

COMMON MONTHLY INTL EX-JAPAN EQUITY AGENT:NORTHERN TRUST -LO 

THE RAWDA SETTLEMENT AGENT:NORTHERN TRUST -LO 

OVERSTONE GLOBAL EQUITY FUND AGENT:NORTHERN TRUST -LO 

MICROSOFT GLOBAL FINANCE LIMITED AGENT:NORTHERN TRUST -LO 

BLUE SKY GROUP AGENT:NORTHERN TRUST -LO 

2,851 

1,604,941 

50,826 

186,392 

9,381,425 

134,185 

288,172 

F C C C 

F C C C 

F C F C 

F C C C 

F C C C 

F C F C 

F C F F 

VOTING RESULT 

Key: Page: 7 







SEI INSTITUTIONAL INTERN TRUST INTERNATI AGENT:BROWN BROTHERS HARR 38,599 F C C C 

CLEARWATER INTERNATIONAL FUND AGENT:NORTHERN TRUST -LO 10,222 F C F F 

FORD MOTOR COMPANY DEFINED BENEFIT AGENT:NORTHERN TRUST -LO 57,433 F C F F 

VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIAT AGENT:NORTHERN TRUST -LO 1,104 F C F F 

TRINITY COLLEGE AGENT:NORTHERN TRUST -LO 4,772 F C F F 

NEW ZEALAND SUPERANNUATION FUND AGENT:NORTHERN TRUST -LO 51,251 F C F F 

COMMONWEALTH SUPERANNUATION CORP. ARIA AGENT:NORTHERN TRUST -LO 89,061 F C F F 

CENTRAL PROVIDENT FUND BOARD AGENT:NORTHERN TRUST -LO 14,369 F C F F 

ACCIDENT COMPENSATION CORPORATION AGENT:NORTHERN TRUST -LO 130,095 F C C C 

AMERICAN COLLEGE OF SURGEONS AGENT:NORTHERN TRUST -LO 38,281 F C C C 

CATERPILLAR INC INVEST TRUST AGENT:NORTHERN TRUST -LO 80,497 F C C C 

SEI INST INVES TRUST INTERNAT EQTY FUND AGENT:BROWN BROTHERS HARR 7,320 F C C C 

CATERPILLAR INC MASTER RETIRE TRUST AGENT:NORTHERN TRUST -LO 446,444 F C C C 

FORD FOUNDATION AGENT:NORTHERN TRUST -LO 199,333 F C C C 

NORTHWESTERN UNIVERSITY AGENT:NORTHERN TRUST -LO 63,536 F C C C 

MT AGREEMENT BETWEEN PFIZER&NT COMPANY AGENT:NORTHERN TRUST -LO 108,591 F C C C 

VOLUNTARY SOUTHERN CALIFORNIA EDISON AGENT:NORTHERN TRUST -LO 61,120 F C C C 

TYCO ELECTRONICS RETIREMENT SAVINGS AND AGENT:NORTHERN TRUST -LO 56,339 F C C C 

THE NUFFIELD FOUNDATION AGENT:NORTHERN TRUST -LO 113,801 F C C C 

THE MARATHON LONDON GROUP TRUST FOR EMPL AGENT:NORTHERN TRUST -LO 4,922,988 F C C C 

FORD MOTOR COMPANY DEFINED BENEFIT AGENT:NORTHERN TRUST -LO 32,382 F C F C 

NORTHERN INTL EQUITY INDEX FUND AGENT:NORTHERN TRUST -LO 173,790 F C F C 

SEI INS INV TRU INT FUND/INTECH AGENT:BROWN BROTHERS HARR 1,902 F C C C 

THE MASTER TRUST OF JAPAN AGENT:NORTHERN TRUST -LO 4,887 F C F C 

NT GLOBAL INVESTMENT COLL FUNDS AGENT:NORTHERN TRUST -LO 1,010,503 F C F C 

1999 VOLUNTARY EMPLOYEES` BENEFICIARY AGENT:NORTHERN TRUST -LO 2,165 F C F C 

THE HENRY SMITH CHARITY AGENT:NORTHERN TRUST -LO 36,068 F C F C 

BELLSOUTH CORPORATION TRUST UNDER EXECUT AGENT:NORTHERN TRUST -LO 6,500 F C C F 

HUBBELL INC MASTER PENS TRUST AGENT:NORTHERN TRUST -LO 95,784 F C C F 

FORD OF CANADA MASTER TRUST FUND AGENT:NORTHERN TRUST -LO 13,251 F C F F 

UNILEVER CANADA PENSION FUND AGENT:NORTHERN TRUST -LO 148,165 F C F A 

NT INVESTMENT FUNDS PUBLIC LTD CO AGENT:NORTHERN TRUST -LO 43,273 F C F C 

NORTHERN TRUST UNIT TRUST AGENT:NORTHERN TRUST -LO 102,667 F C F C 

VANGUARD DEVELOP MARKET INDEX FUND AGENT:BROWN BROTHERS HARR 1,002,937 F C C F 

HALIFAX REGIONAL MUNICIPAL MASTER TRUST AGENT:NORTHERN TRUST -LO 4,000 F C C F 

HALIFAX REGIONAL MUNICIPAL MASTER TRUST AGENT:NORTHERN TRUST -LO 75,797 F C C C 

ONTARIO PUBLIC SERVICE EMPLOYEES UNION P AGENT:NORTHERN TRUST -LO 147,696 F C C C 

NORTHERN TRUST ROBUSTA FUND AGENT:NORTHERN TRUST -LO 89,023 F C F F 

GARD COMMON CONTRACTUAL FUND AGENT:NORTHERN TRUST -LO 19,588 F C F F 

WHEELS COMMON INVESTMENT FUND AGENT:NORTHERN TRUST -LO 22,180 F C F F 

LEGALEGENERAL EUROPEAN INDEX TRUST AGENT:NORTHERN TRUST -LO 447,036 F C C C 

VOTING RESULT 

Key: Page: 8 







RBS LEGAL E GENERAL INTL INDEX TRUST AGENT:NORTHERN TRUST -LO 

STRATHCLYDE PENSION FUND AGENT:NORTHERN TRUST -LO 

IBM PENSION PLAN AGENT:NORTHERN TRUST -LO 

BANQUE DE LUXEMBOURG - TAXABLE CLIENT ACCOUNT 

VANGUARD FTSE ALL-WORLD EX US INDEX FUND AGENT:BROWN BROTHERS HARR 

LOTHIAN PENSION FUND AGENT:NORTHERN TRUST -LO 

STICHTING PENSIOENFONDS SAGITTARIUS AGENT:NORTHERN TRUST -LO 

WHEELS COMMON INVESTMENT FUND AGENT:NORTHERN TRUST -LO 

SURREY COUNTY COUNCIL PENSION FUND AGENT:NORTHERN TRUST -LO 

STICHTING PENSIOENFONDS VAN DE METALEKTR AGENT:NORTHERN TRUST -LO 

WHEELS COMMON INVESTMENT FUND AGENT:NORTHERN TRUST -LO 

LOMBARD ODIER DARIER HFM SA INSTITUTIONNEL-3D AGENT:LOMBARD ODIER AND CI 

TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR PENSION INVESTMENT FUND TRUST NUMBER 3 AGENT:MIZUHO 

TRUST BKG-LUX 

Partial 

16,868 

1,948,093 

68,543 

310,300 

877,643 

2,341 

39,546 

18,381 

76,938 

450,605 

14,540 

36,279 

92,287 

Total 1 2 3 4 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

F C C C 

F C F C 

F C F C 

F C C C 

F C C C 

F C C C 

F C F F 

F C C C 

TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR PENSION INVESTMENT FUND TRUST NUMBER 8 AGENT:MIZUHO 

TRUST BKG-LUX 

13,339 F C C C 

TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR PENSION INVESTMENT FUND TRUST NUMBER 10 

AGENT:MIZUHO TRUST BKG-LUX 

25,269 F C C C 

GMO FUNDS PLC AGENT:BROWN BROTHERS HARR 

TRUST & CUSTODY SERVICES BANK LTD AS TRUSTEE FOR POS AGENT:MIZUHO TRUST BKG-LUX 



102,674 

12,009 

8,854 

F C C C 

F C C C 

F C C C 



6,695 F C C C 

CHURCH OF ENGLAND INV FD FOR PENSION AGENT:NORTHERN TRUST -LO 

ABU DHABI RETIREMENT PENSION FUND AGENT:NORTHERN TR GLB SERV 

STICHTING DELA DEPOSITARY AND MANAGEMENT AGENT:NORTHERN TR GLB SERV 

VERDIPAPIRFONDET KLP AKSJEGLOBAL 1 AGENT:NORTHERN TR GLB SERV 

VERDIPAPI KLP AKSJEUROPA INDEKS 1 AGENT:NORTHERN TR GLB SERV 

IPM FUNDAMENTAL UMBRELLA FUND AGENT:NORTHERN TR GLB SERV 

STICHTING BEDRIJSTAKPENS ZORGVERZEKE AGENT:NORTHERN TR GLB SERV 

GMO REAL RET ASS ALL FUND LP AGENT:BROWN BROTHERS HARR 

KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FO AGENT:NORTHERN TR GLB SERV 

FIDELITY SALEM STREET TRUST AGENT:NORTHERN TRUST -LO 

AMERICAN HONDA MOTOR CO RETIREMENT AGENT:NORTHERN TRUST -LO 

A I DUPONT TESTAMENTARY TRUST AGENT:NORTHERN TRUST -LO 

MONTGOMERY COUNTY EMPLOYEES` RETIR AGENT:NORTHERN TRUST -LO 

TENNESSE CONSOLIDATED RETIREMENT SYSTEM AGENT:NORTHERN TRUST -LO 

WITAN INVESTMENT TRUST PLC AGENT:BNP PARIBAS 2S-PARIS 

TIG INSURANCE COMPANY 

ZENITH INSURANCE COMPANY 

GENERAL FIDALITY INSURANCE 

7,584 

41,731 

166,635 

80,175 

28,641 

37,867 

59,556 

110,612 

80,031 

66,230 

189,147 

32,217 

13,356 

251,488 

4,864 

1,272,000 

3,415,000 

967,500 

F C C F 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

F C C C 

F C C C 

F C C F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C F F 

F C F F 

F C F F 

VOTING RESULT 

Key: Page: 9 






VOTING RESULT 


PYRAMIS GLOBAL EX US INDEX FUND LP AGENT:BROWN BROTHERS HARR 

THE TRUSTEES SYNDICATE 1218 NEWLINE UNDERWRITING MA. LTD 

UNITED STATES FIRE INSURANCE COMPANY 

ODYSSEY REINSURANCE COMPANY 

RIVERSTONE INSURANCE UK LIMITED 

RIVERSTONE INSURANCE LIMITED 

BROWN BROTHERS HARRIMAN TRUSTEE SERVICES IREL. LIMITED 

HARTFORD INTERNATIONAL GLOBAL EQ EX-JAPAN INDEX FUND 

ACMBERNSTEIN 

AXA INVESTMENT MANAGERS PARIS 

SWISS LIFE AM 

URS CORPORATION 401(K) PLAN AGENT:BROWN BROTHERS HARR 

S2G 

PIONEER ASSET MANAGEMENT SA 

GEORGES R.HAIRK PARAMETRIC PORTFOLIO ASSOCIATES AGENT:STATE STREET BANK AND TRUST COMPANY 

MARATHON EUROPEAN HEDGE FUND LIMITED NOMINEE:CREDIT SUISSE SECURITIES (EUROPE) LTD 

AQR ABSOLUTE RETURN MASTER ACCOUNT LP NOMINEE:GOLDMAN SACHS INTERNATIONAL LIMITED 

LAZARD GLOBAL EQUITY 130/30 FUND NOMINEE:GOLDMAN SACHS & CO. 

COMMONWEALTH SPECIALIST FUND 10 COLONIAL FIRST STATE INVESTMENTS LTD NOMINEE:GOLDMAN SACHS & CO. 

MORGAN STANLEY GLOBAL DIVERSIFIED MARKETS LP NOMINEE:GOLDMAN SACHS & CO. 

ARROWSTREET GLOBAL ALPHA EXTN FUND I NOMINEE:UBS AG-LONDON BRANCH SA AG LDN CLIENT IPB CLIENT AC 

ARROWSTREET EAFE ALPHA EXTENSION FUND II NOMINEE:UBS AG-LONDON BRANCH SA AG LDN CLIENT IPB CLIENT 

AC 

Partial 

33,494 

3,336,700 

5,272,300 

17,322,721 

2,000,000 

4,700,700 

325,637 

81,615 

921 

27,618 

1,488 

79,658 

77,644 

165,918 

17,892 

121,596 

120,984 

260,377 

37,228 

41,115 

267,825 

202,481 

Total 1 2 3 4 

F C C F 

F C F F 

F C F F 

F C F F 

F C F F 

F C F F 

F C C C 

F C C F 

F C C F 

F C C F 

F C C C 

F C C C 

F C C C 

F C F F 

F C F F 

F C C C 

F C C C 

F C F F 

F C C C 

F C C F 

F C C C 

F C C C 

FIRST TRUST EUROPE ALPHADEX FUND AGENT:BROWN BROTHERS HARR 

ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND NOMINEE:UBS AG-LONDON BRANCH SA AG LDN CLIENT IPB 

CLIENT AC 

32,663 

251,409 

F C C C 

F C C C 

UBS FUND MANAGEMENT(LUXEMBOURG) SA NOMINEE:UBS (LUXEMBOURG) SA 

UBS (LUX) SICAV 1 NOMINEE:UBS (LUXEMBOURG) SA 

AVIVA INVESTORS INTERNATIONAL INDEX TRACKING FUND NOMINEE:CBLDN S/A CIP-DEP AVIVA INVESTORS 

NORWICH UNION 

1,014 

371 

18,131 

F C C C 

F C C C 

F C C C 

IRISH LIFE ASSURANCE. NOMINEE:CBLDN S/A IRISH LIFE ASSURANCE CO 

STICHTING PENSIOENFONDS METAAL EN TECHNIEK NOMINEE:CBLDN S/A PFMT 

LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED NOMINEE:CBLDN S/A LEGAL AND GENERAL 

LAZARD ASSET MANAGEMENT LTD. NOMINEE:CBLDN S/A LEGAL AND GENERAL 

STICHTING MN SERVICES AANDELENFONDS EUROPA NOMINEE:CBLDN S/A MNSERVICES AANDELENFONDS EUROPA 

AEGON CUSTODY B.V NOMINEE:CBLDN SA AEGON CUST BV - MM W EQ IN 

FIRST TRUST DEVELOPED MARKETS EX-US ALPH AGENT:BROWN BROTHERS HARR 

COMMONWEALTH BANK OFFICERS SUPERANNUATION CORPORATION PTY LTD NOMINEE:CBHK S/A CBOSC OSF WGSS02 

UMB NOMINEE:CBNY S/A UMB 

STICHTING PGGM DEPOSITARY NOMINEE:CBLDN SA STICHTING PGGM DEPOSITARY 

MACQUARIE INVESTMENT MANAGEMENT LIMITED NOMINEE:CBHK SA MIML ARROWSTREET GL EQ FD 

STANDARD LIFE INVESTMENT LIMITED NOMINEE:CBLDN S/A STANDARD LIFE ASSURANCE COMPANY OF CANADA 

641,287 

39,633 

188,194 

8,348 

37,207 

48,120 

18,525 

76,504 

15,900 

765,166 

725,188 

19,718 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

A C A A 

F C C C 

F C C C 

F C C C 

Key: Page: 10 







UBS CANADA NOMINEE:CBNY S/A UBS SDRSP 

COLONIAL FIRST STATE INVESTMENT LTD NOMINEE:CITIBANK NA HONG KONG SA CBOSC ATF OSF-WGSS07 

THE NOMURA TRUST AND BANKING CO LTD NOMINEE:CBHK S/A NMTB/NIK KOKUS-NH 935026 

COLONIAL FIRST STATE INVESTMENT LTD NOMINEE:CITIBANK NA HONG KONG SA CBOSC ATF OSF-WGSS07 

STICHTING MN SERVICES EUROPE EX UK EQUITY FUND NOMINEE:CBLDN SA STICHTING MN SERVICES EUROPE EX 

MULTI-MANAGER FUND 

Partial 

57,900 

54,527 

26,775 

321,378 

13,906 

Total 1 2 3 4 

F C C F 

F C F F 

F C C C 

F C C F 

F C C C 

BBH B J T S RE CMA MFS EX-JAPAN GROWTH MOTHER FUND AGENT:BROWN BROTHERS HARR 

NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NOMINEE:CITIBANK NA HONG KONG SA SSF-ACE-CF92 

NATIONAL PENSION SERVICE. NOMINEE:CBHK SA NPS EQ GDM SSGA 

PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND LTD NOMINEE:CITIBANK NA NEW YORK SA PANAGORA DIVERSIFIED 

RISK MULTI 

421 

5,132 

79,262 

6,686 

F C A F 

F C F F 

A C A A 

F C C C 

SDA INTERNATIONAL EQUITY INDEX FUND NOMINEE:CITIBANK NA NEW YORK SA SDA INTERNATIONAL EQUITY INDEX 

FUND 

18,882 F C C F 

LAZARD ASSET MANAGEMENT LLC NOMINEE:MORGAN STANLEY AND CO. LLC 

HEB BRAND SAVINGS AND RETIREMENT PLAN TRUST NOMINEE:MORGAN STANLEY AND CO. LLC 

TWO SIGMA INTERNATIONAL CORE PORTFOLIO, LLC CORPORATION SERVICE COMPANY NOMINEE:MORGAN STANLEY 

AND CO. LLC 

4,619 

135,833 

17 

F C F F 

F C C C 

F C C C 

VISIUM CATALYST EVENT DRIVEN MASTER FUND LTD. NOMINEE:MORGAN STANLEY AND CO. LLC 

LYNX MULTI STRATEGY EUROPE FUND SSARIS ADVISORS LLC NOMINEE:CREDIT SUISSE SECURITIES (USA) LLC 

UBS FUND MANAGEMENT (SWITZERLAND) AG NOMINEE:UBS AG-ZURICH SA OMNIBUS NON RESIDENT 

FIDELITY SPARTAN GLOBAL EX US INDEX FUND AGENT:BROWN BROTHERS HARR 

LGT CAPITAL MANAGEMENT AG NOMINEE:UBS AG-ZURICH SA OMNIBUS NON RESIDENT 

LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED NOMINEE:CBLDN S/A LEGAL AND GENERAL 

BTG PACTUAL GLOBAL EMERGING MARKETS AND MACRO MASTER FUND LP, MAP CORP SERV NOMINEE:UBS AG-LONDON 

BRANCH SA AG LDN CLIENT IPB CLIENT AC 

109,909 

3,322 

459,188 

11,371 

24,466 

506,747 

202,650 

F C C C 

F C F F 

F C F F 

F C C F 

F C C C 

F C C C 

F C F F 

BTG PACTUAL ABSOLUTE RETURN II MASTER FUND LP, MAP CORP SERV NOMINEE:UBS AG-LONDON BRANCH SA AG LDN 

CLIENT IPB CLIENT AC 

86,850 F C F F 

SONOMA COUNTY EMPLOYEES RETIREMENT ASSOCIATION AGENT:STATE STREET BANK AND TRUST COMPANY 

XEROX CORPORATION RETIREMENT & SAVINGS PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

CELANESE AMERICAS RETIREMENT PENSION PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

NOVARTIS CORPORATION PENSION MASTER TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE FARM VARIABLE PRODUCT TRUST, INTERNATIONAL EQ INDEX F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

87,844 

205,255 

69,762 

23,275 

20,822 

F C C C 

F C F A 

F C C C 

F C C C 

F C C C 

ARKWRIGHT, LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

VANGUARD FUNDS PLC AGENT:BROWN BROTHERS HARR 

TEACHERS` RETIREMENT SYSTEM OF THE STATE OF ILLINOIS AGENT:STATE STREET BANK AND TRUST COMPANY 

SISTERS OF THE HOLY CROSS, INC. AGENT:STATE STREET BANK AND TRUST COMPANY 

LONDON BOROUGH OF TOWER HAMLETS PENSION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CONOCOPHILLIPS PENSION PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

FAMILY INVESTMENTS CHILD TRUST FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

FAMILY INVESTMENTS GLOBAL ICVC FAMILY BALANCED INT FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHN HANCOCK VARIABLE INS. TRUST INTERNATIONAL CORE TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

4,204 

1,157 

136,680 

36,497 

129,668 

26,628 

18,170 

27,550 

351,585 

F C F F 

F C C F 

F C F C 

F C C C 

F C C C 

F C C C 

F C F F 

F C F F 

F C C C 

VOTING RESULT 

Key: Page: 11 







JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B AGENT:STATE STREET BANK AND TRUST COMPANY 

NOTTINGHAMSHIRE COUNTY COUNCIL PENSION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHN HANCOCK FUNDS III INTERNATIONAL GROWTH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

SCHWAB INTERNATIONAL INDEX FUND AGENT:BROWN BROTHERS HARR 

GMO INT INTRINSIC VALUE EXTEND MARKETS F AGENT:BROWN BROTHERS HARR 

JOHN HANCOCK FUNDS III INTERNATIONAL CORE FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

HSBC AS TRUSTEE FOR SSGA EUROPE EX UK EQUITY TRACKER FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

BNY MELLON T+D (UK) ATF ST. JAMES`S PLACE HIGH OCTANE UNIT TR AGENT:STATE STREET BANK AND TRUST COMPANY 

BNY MELLON TR+DEP ATF ST. JAMES`S PLACE GLOBAL EQ UNIT TR AGENT:STATE STREET BANK AND TRUST COMPANY 

LAUDUS INTERNATIONAL MARKETMASTERS FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

SCHWAB INTERNATIONAL EQUITY ETF AGENT:STATE STREET BANK AND TRUST COMPANY 

MANAGED PENSION FUNDS LIMITED AGENT:STATE STREET BANK AND TRUST COMPANY 

CGE INVESTMENTS (NO. 2) S.A.R.L. AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHN HANCOCK VAR INS TRUST STRATEGIC EQUITY ALLOCATION TRUST AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

33,809 

30,464 

36,416 

117,793 

38,174 

498,766 

32,469 

1,942,971 

381,106 

13,397 

55,510 

506,606 

17,382 

160,481 

Total 1 2 3 4 

F C F F 

F C C C 

F C C C 

F C C F 

F C C C 

F C C C 

F C F F 

F C C C 

F C C C 

F C C F 

F C C F 

F C F F 

F C F F 

F C C C 

JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

GMO DEVELOPED WORLD EQUITY INVESTMENT FU AGENT:BROWN BROTHERS HARR 

JOHN HANCOCK FUNDS II INTERNATIONAL GROWTH OPPORTUNITIES FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

70,393 

319,317 

1,852,725 

F C C C 

F C C C 

F C F A 

PUTNAM VOYAGER FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PUTNAM EUROPE EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PUTNAM VARIABLE TRUST - PUTNAM VT INTERNATIONAL EQUITY FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

1,263,860 

217,794 

514,839 

F C F F 

F C F F 

F C F F 

PUTNAM INTERNATIONAL EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PUTNAM VARIABLE TRUST - PUTNAM VT VOYAGER FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PUTNAM INTERNATIONAL EQUITY FUND, LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

PUTNAM GLOBAL CONSUMER FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PENSION PROTECTION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHNSON & JOHNSON UK GROUP RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

SCHWAB FUNDAMENTAL INTER LARGE COMP IN F AGENT:BROWN BROTHERS HARR 

MSCI EAFE EQUAL WEIGHT FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

SBL FUND SERIES D AGENT:STATE STREET BANK AND TRUST COMPANY 

DB ADVISORS (CH) DBI WORLD EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

USAA MUTUAL FUNDS TR - USAA CORNERSTONE MODERATELY AGGR FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

1,228,542 

280,380 

37,724 

29,583 

366,273 

74,041 

163,307 

14,317 

37,311 

1,111 

208,455 

F C F F 

F C F F 

F C C F 

F C F F 

F C C C 

F C C C 

F C C F 

F C F F 

F C F F 

F C F F 

F C C C 

USAA MUTUAL FUNDS TRUST - USAA GLOBAL OPPORTUNITIES FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

THE ALLIANCEBERNSTEIN POOLING PTF - ALLIANCEB VOL MNGM PTF AGENT:STATE STREET BANK AND TRUST COMPANY 

ALLIANCEBERNST VAR PROD SER F INC.ALLIANCEB DYN ASSET ALL PTF AGENT:STATE STREET BANK AND TRUST 

COMPANY 

39,337 

20,438 

1,624 

F C C C 

F C C F 

F C C F 

JOHN HANCOCK LIFE AND HEALTH INSURANCE COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

SISTERS OF MERCY OF NORTH CAROLINA FOUNDATION INC AGENT:STATE STREET BANK AND TRUST COMPANY 

METROPOLITAN LIFE INSURANCE COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

41,044 

2,358 

29,554 

F C C C 

F C F F 

F C F F 

VOTING RESULT 

Key: Page: 12 







HSBC FUND SERVICES CLIENT AGENT:HONGKONG/SHANGHAI BK 

HARRIS UNIT 1 QUALIFIED NUCLEAR DECOMMISSIONING FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

BRUNSWICK UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ROBINSON UNIT 2 QUALIFIED NUCLEAR DECOMMISSIONING FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

THE MASTER TRUST BK OF JP LTD: HITACHI FOREIGN EQ INDEX MF AGENT:STATE STREET BANK AND TRUST COMPANY 

BT INSTITUTIONAL INTERNATIONAL SUSTAINABILITY SHARE FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

PENSION FUND OF SUMITOMO MITSUI BANKING CORPORATION AGENT:STATE STREET BANK AND TRUST COMPANY 

GENERAL MOTORS HOURLY-RATE EMPLOYEES PENSION TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

GMAM GROUP PENSION TRUST III AGENT:STATE STREET BANK AND TRUST COMPANY 

GMAM INVESTMENT FUNDS TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

LEHMAN BROTHERS ADVISOR SERIES - INTL GROWTH EQUITY LTD. AGENT:STATE STREET BANK AND TRUST COMPANY 

FCP CALCIUM QUANT AGENT:BNP PARIBAS 2S-PARIS 

XEROX CANADA EMPLOYEES RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

RS INTERNATIONAL GROWTH VIP SERIES AGENT:STATE STREET BANK AND TRUST COMPANY 

RS INTERNATIONAL GROWTH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

JP TR SERV BK LTD ATF MATB MSCI KOKUSAI INDEX MOTHER F AGENT:STATE STREET BANK AND TRUST COMPANY 

JP TR SERV BK LTD ATF FOR MATB MSCI INDEX SEL FUND- EUR PTF AGENT:STATE STREET BANK AND TRUST COMPANY 

ENERGY INSURANCE MUTUAL LIMITED AGENT:STATE STREET BANK AND TRUST COMPANY 

THE MASTER TR BK OF JP LTD ATF INVESCO DEV COUNT EQ INDEX M F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

800 

2,854 

1,380 

5,775 

18,638 

14,693 

4,705 

57,402 

312,653 

365,808 

776,895 

98,725 

73,220 

762,740 

3,082,632 

74,589 

503 

7,123 

212 

Total 1 2 3 4 

F C A F 

F C F F 

F C F F 

F C F F 

F C F F 

F C F F 

F C F F 

F C C C 

F C C C 

F C C C 

F C F A 

F C C C 

F C F A 

F C F A 

F C F A 

F C C C 

F C C C 

F C F F 

F C C C 

HBOS INTERNATIONAL INV FUNDS ICVC- EUROPEAN FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

DIGNITY HEALTH AGENT:STATE STREET BANK AND TRUST COMPANY 

DIGNITY HEALTH RETIREMENT PLAN TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

HENDERSON STRATEGIC INVESTMENT FUNDS AGENT:BNP PARIBAS 2S-PARIS 

UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

R.H. BLUESTEIN & CO. AGENT:STATE STREET BANK AND TRUST COMPANY 

AMERICAN HEART ASSOCIATION AGENT:STATE STREET BANK AND TRUST COMPANY 

MET INVESTOR SERIES TRUST-ALLIANC GLOBAL DYNAMIC ALL PTF AGENT:STATE STREET BANK AND TRUST COMPANY 

CONAGRA FOODS MASTER PENSION TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

COMBUSTION ENGINEERING 524(G) ASBESTOS PI TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

CHIMCO ALPHA FUND, LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

THE HALLIBURTON GROUP UK PENSION PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

CHRISTIAN SUPER AGENT:STATE STREET BANK AND TRUST COMPANY 

AXA ASSURANCES VIE MUTUELLE AGENT:BNP PARIBAS 2S-PARIS 

FONDS PRIVE GPD ACTIONS EAEO AGENT:STATE STREET BANK AND TRUST COMPANY 

DESJARDINS FIN SEC (DFS) BAILLIE GIFFORD INTL EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CALVERT VP EAFE INTERNATIONAL INDEX PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

ASCENSION HEALTH MASTER PENSION TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

CAISSE DE DEPOT ET PLACEMENT DU QUEBEC AGENT:STATE STREET BANK AND TRUST COMPANY 

MICROSOFT CORPORATION SAVINGS PLUS 401(K) PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

87,507 

36,526 

63,180 

77,661 

61,244 

30,000 

2,304 

82,036 

345,533 

7,678 

645,328 

11,426 

35,521 

8,228 

404,000 

766,441 

658,179 

11,072 

454,941 

490,232 

149,386 

F C C C 

F C C C 

F C C C 

F C C C 

F C F F 

F C F F 

F C F F 

F C C F 

F C F A 

F C F F 

F C C C 

F C F F 

F C C F 

F C F F 

F C C F 

F C C C 

F C F C 

F C C C 

F C C C 

F C C C 

F C C F 

VOTING RESULT 

Key: Page: 13 







FRANCISCAN ALLIANCE, INC. AGENT:STATE STREET BANK AND TRUST COMPANY 

FEDEX CORPORATION EMPLOYEES PENSION TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

144,508 

467,373 

121,840 

Total 1 2 3 4 

F C C C 

F C C C 

F C F F 

UAW RETIREE MEDICAL BENEFITS TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

MUTUELLE SAINT CHRISTOPHE ASSURANCES AGENT:BNP PARIBAS 2S-PARIS 

AMERICAN INTERNATIONAL GROUP INC RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

THE GM CANADA DOMESTIC TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

THE GENERAL MOTORS CANADIAN HOURLY-RATE EMPL PENSION PLAN AGENT:STATE STREET BANK AND TRUST 

COMPANY 

556,073 

40,000 

3,373 

5,603 

135,306 

F C C C 

F C C F 

F C A F 

F C F F 

F C C C 

THE GENERAL MOTORS CANAD RETIREMENT PROGR FOR SALARIED EMPL AGENT:STATE STREET BANK AND TRUST 

COMPANY 

45,437 F C C C 

AMERICAN FUNDS INSURANCE SERIES GROWTH INCOME FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

AMERICAN FUNDS INSURANCE SERIES INT GROWTH AND INCOME FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

12,000,000 

37,500 

F C F C 

F C F C 

TIFF INVESTMENT PROGRAM, INC - TIFF MULTI-ASSET FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

TRANSAMERICA ALLIANCEBERNSTEIN DYNAMIC ALLOCATION VP AGENT:STATE STREET BANK AND TRUST COMPANY 

ING DIRECT STREETWISE BALANCED INCOME FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ING DIRECT STREETWISE BALANCED FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

R&H FUND SVS (JSY) AGENT:BNP PARIBAS SECURITI 

ING DIRECT STREETWISE BALANCED GROWTH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ING DIRECT STREETWISE EQUITY GROWTH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE FARM MUTUAL FUND TRUST, INTERNATIONAL INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

MM MSCI EAFE INTERNATIONAL INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

GMO TAX-MANAGED GLOBAL BALANCED PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

GMO AGGRESSIVE LONG/SHORT MASTER PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

GMO IMPLEMENTATION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

JANUS CAPITAL MANAGEMENT LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHNSON & JOHNSON PENSION & SAVINGS PLANS MASTER TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

JOHNSON & JOHNSON PENSION & SAVINGS PLANS MASTER TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

FDT ETHOS AGENT:PICTET & CIE 

SEASONS SERIES TRUST INTERNATIONAL EQUITY PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

DWS EAFE EQUITY INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

STICHTING PHILIPS PENSIOENFONDS AGENT:STATE STREET BANK AND TRUST COMPANY 

LAWRENCE LIVERMORE N S & LOS ALAMOS N S DEF BENEFIT PLAN G T AGENT:STATE STREET BANK AND TRUST 

COMPANY 

94,775 

2,784 

1,845 

6,596 

174,792 

7,237 

1,078 

16,078 

11,302 

30,533 

142,360 

464,123 

897 

392,364 

2,190,186 

14,152 

13,523 

17,292 

162,545 

109,872 

F C C C 

F C C F 

F C F F 

F C F F 

F C C C 

F C F F 

F C F F 

F C F C 

F C F C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C F A 

F C C C 

F C C C 

F C C F 

F C C C 

F C C C 

ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES AGENT:STATE STREET BANK AND TRUST 

COMPANY 

18,900 F C C F 

MARYLAND STATE RETIREMENT & PENSION SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

MARATHON GLOBAL FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

MARATHON NEW GLOBAL FUND PLC AGENT:STATE STREET BANK AND TRUST COMPANY 

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AGENT:STATE STREET BANK AND TRUST COMPANY 

68,661 

915,124 

359,878 

58,863 

F C C C 

F C C C 

F C C C 

F C F F 

VOTING RESULT 

Key: Page: 14 






VOTING RESULT 


PRUDENTIAL TRUST CO MASTER COMMINGLED INV F FOR TAX EXEMPT TR AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

105,201 

Total 1 2 3 4 

F C F F 

FIDELITY LARGE CAP STOCK FUND AGENT:BROWN BROTHERS HARR 

SHINKO GLOBAL EQUITY INDEX MOTHER FUND AGENT:SUMITOMO MITSUI TRUS 

MGI INTERNATIONAL EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

MGI FUNDS PLC AGENT:STATE STREET BANK AND TRUST COMPANY 

MORGAN STANLEY INSTITUTIONAL FUND INC MULTI- ASSET PORTFOLIO AGENT:STATE STREET BANK AND TRUST 

COMPANY 

157,300 

4,524 

128,371 

129,106 

19,178 

F C C F 

F C C C 

F C C C 

F C C C 

F C C F 

COMPASS AGE LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

CORE STRATEGIES INVESTMENT FUND LLC AGENT:STATE STREET BANK AND TRUST COMPANY 

RUSSELL INVESTMENT COMPANY PLC AGENT:STATE STREET BANK AND TRUST COMPANY 

NORTHROP GRUMMAN PENSION MASTER TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

NORTHROP GRUMMAN CORPORATION VEBA MASTER TRUST I AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE OF NEW JERSEY COMMON PENSION FUND D AGENT:STATE STREET BANK AND TRUST COMPANY 

ONTARIO TEACHERS PENSION PLAN BOARD AGENT:STATE STREET BANK AND TRUST COMPANY 

UBI SICAV AGENT:RBC INVESTOR SERVICE 

CANADA PENSION PLAN INVESTMENT BOARD AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE TEACHERS RETIREMENT SYSTEM OF OHIO AGENT:STATE STREET BANK AND TRUST COMPANY 

PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO AGENT:STATE STREET BANK AND TRUST COMPANY 

COSMOPOLITAN INVESTMENT FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

THE PHILLIPS 66 UK PENSION PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

WESTPAC INTERNATIONAL SHARE INDEX TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

SSGA DOW JONES SUSTAINABILITY WORLD EX-AUSTRALIA INDEX TRUST AGENT:STATE STREET BANK AND TRUST 

COMPANY 

12,915 

24,851 

122,548 

683,157 

7,033 

3,075,872 

3,437,402 

365 

211,753 

1,883,298 

43,216 

1,901 

5,760 

20,602 

23,440 

F C C C 

F C C C 

F C C F 

F C F A 

F C F F 

F C C F 

F C F F 

F C F F 

F C C C 

F C C C 

F C C F 

F C C C 

F C C C 

F C F F 

F C F F 

GMO GLOBAL EQUITY TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

INTEL CORPORATION RETIREE MEDICAL PLAN TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

ALASKA COMMON TRUST FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

MORGAN STANLEY INVESTMENT FUNDS AGENT:JP MORGAN BANK LUXEM 

STATE PUBLIC SECTOR SUPERANNUATION SCHEME AGENT:STATE STREET BANK AND TRUST COMPANY 

RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

GOVERNMENT PENSION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

FLOURISH INVESTMENT CORPORATION AGENT:STATE STREET BANK AND TRUST COMPANY 


HOME AFFAIRS UNIFORMED SERVICES (INVEST FUND) AGENT:STATE STREET BANK AND TRUST COMPANY 

PEOPLE`S BANK OF CHINA AGENT:STATE STREET BANK AND TRUST COMPANY 

PEOPLE`S BANK OF CHINA AGENT:STATE STREET BANK AND TRUST COMPANY 


BEST INVESTMENT CORPORATION AGENT:STATE STREET BANK AND TRUST COMPANY 

T. ROWE PRICE FUNDS SICAV AGENT:JP MORGAN BANK LUXEM 

BEST INVESTMENT CORPORATION AGENT:STATE STREET BANK AND TRUST COMPANY 

HONGKONG ELECTRIC DEFINED CONTRIBUTION SCHEME AGENT:STATE STREET BANK AND TRUST COMPANY 

SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

127,269 

6,522 

15,792 

806,612 

179,207 

70,795 

4,872 

250,706 

461,504 

2,700 

1,416,116 

1,103,084 

353,715 

36,384 

697 

294,048 

3,043 

20,294 

F C C C 

F C F F 

F C C C 

F C C F 

F C F F 

F C C F 

F C C C 

F C C F 

F C C C 

F C F F 

F C F C 

F C C C 

F C F F 

F C F C 

F C C C 

F C C C 

F C C F 

F C F F 

Key: Page: 15 







SSGA SPDR ETFS EUROPE I PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE STREET GLOBAL ADVISORS EXEMPT UNIT TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

SUNSUPER SUPERANNUATION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

ROMAN CATHOLIC BISHOP OF SPRINGFIELD A CORPORATION SOLE AGENT:STATE STREET BANK AND TRUST COMPANY 

CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

TEACHER RETIREMENT SYSTEM OF TEXAS AGENT:STATE STREET BANK AND TRUST COMPANY 

VANGUARD INVESTMENT SERIES, PLC AGENT:JP MORGAN BANK IRELA 

STATE STREET TRUSTEES LIMITED ATF MARATHON EXEMPT FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

METZLER INVESTMENT GMBH FOR MI-FONDS 415 AGENT:STATE STREET BANK AND TRUST COMPANY 

ASIAN DEVELOPMENT BANK AGENT:STATE STREET BANK AND TRUST COMPANY 

UBS (IRL) ETF PLC AGENT:STATE STREET BANK AND TRUST COMPANY 

VANGUARD INV F ICVC- FTSE DEV WOR LD EX - U.K. EQ INDEX F AGENT:STATE STREET BANK AND TRUST COMPANY 

VANGUARD INV F ICVC-VANGUARD FTSE DEV EUROPE EX-UK EQ INDEX F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

73,156 

31,023 

193,716 

2,405,577 

823 

827,215 

1,016,568 

1,015,643 

34,662 

184,779 

98,238 

1,549 

35,626 

70,672 

Total 1 2 3 4 

F C F F 

F C F F 

F C C C 

F C C F 

F C F F 

F C C F 

F C C C 

F C C F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

F C C F 

BILL AND MELINDA GATES FOUNDATION TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

WELLS FARGOMASTER TRUST DIVERSIFIED STOCK PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

WELLS FARGO MASTER TRUST INTERNATIONAL INDEX PORTFOLIO AGENT:STATE STREET BANK AND TRUST COMPANY 

WASHINGTON STATE INVESTMENT BOARD AGENT:STATE STREET BANK AND TRUST COMPANY 

SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE AGENT:JP MORGAN CHASE BANK 



NEW YORK STATE TEACHERS RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

SCOTTISH WIDOWS INV SOLUTIONS F ICVC- EUROPEAN (EX UK) EQ FD AGENT:STATE STREET BANK AND TRUST COMPANY 

PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

PRUDENTIAL RETIREMENT INSURANCE & ANNUITY COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

MANULIFE ASSET MANAGEMENT INTERNATIONAL EQUITY INDEX POOLED F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

313,872 

84,699 

1,770 

363,040 

15,739 

1,434,952 

33,259 

422,136 

354,255 

12,526 

2,028 

10,900 

F C C C 

F C C C 

F C C C 

F C F F 

F C C C 

F C C C 

F C F F 

F C F F 

F C C C 

F C C F 

F C F F 

F C C C 

EUROPE ALPHA COMMON TRUST FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL AGENT:STATE STREET BANK AND TRUST 

COMPANY 

183,929 

3,910,448 

F C F F 

F C F F 

DOW JONES SUSTAINABILITY WORLD INDEX NON-LENDING COMMON TR F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

6,171 F C F F 

SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P. FUND AGENT:JP MORGAN CHASE BANK 

SSGA RUSSELL FD GL EX-US INDEX NONLENDING QP COMMON TRUST FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

77,620 

44,334 

F C C C 

F C F F 

SSGA MSCI EAFE CONSUMER DISCR INDEX NON-LEND COMMON TRUST F AGENT:STATE STREET BANK AND TRUST 

COMPANY 

26,260 F C F F 

SSGA MSCI EUROPE SCREENED INDEX NON-LENDING COMMON TRUST FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

24,280 F C F F 

MSCI EAFE PROV SCREENED INDEX NON - LENDING COMMON TR FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

GLOBAL ADVANTAGE FUNDS - MAJOR MARKETS TEILFONDS AGENT:STATE STREET BANK AND TRUST COMPANY 

12,457 

160,409 

F C F F 

F C F F 

VOTING RESULT 

Key: Page: 16 






VOTING RESULT 


STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV AGENT:STATE STREET BANK AND TRUST COMPANY 

AXA WORLD FUNDS AGENT:STATE STREET BANK AND TRUST COMPANY 

BLACKROCK GLOBAL INDEX FUNDS AGENT:STATE STREET BANK AND TRUST COMPANY 

UNIVERSAL SHIPOWNERS MARINE INS ASS LTD EQUITY CLASS 3 AGENT:STATE STREET BANK AND TRUST COMPANY 

MARCH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

NFS LIMITED AGENT:JP MORGAN CHASE BANK 

SELECT INDEX SERIES AGENT:STATE STREET BANK AND TRUST COMPANY 

UBS ETF AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI ACWI EX US CONSUMER DISCR SECTOR INDEX F AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI ACWI INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI ACWI EX US INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES S&P EUROPE 350 INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI EAFE GROWTH INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI EAFE INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI EAFE VALUE INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARE S&P GLOBAL COSTUMER DISCRETIONARY SECTOR INDEX FUND AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

48,119 

18,000 

5,606 

3,704 

278 

130,629 

51,603 

46,038 

2,420 

103,039 

100,734 

156,240 

142,898 

332,300 

108,585 

65,560 

Total 1 2 3 4 

F C F F 

F C C F 

F C C C 

F C F F 

F C F F 

F C C C 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

LABOR PENSION FUND SUPERVISORY COMM TTEE-LABOR PENSION FUND 13.F. AGENT:JP MORGAN CHASE BANK 

ISHARES MSCI EMU INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI ITALY INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI KOKUSAI INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR AGENT:STATE STREET BANK AND TRUST 

COMPANY 

51,215 

565,968 

4,013,681 

22,540 

4,568,164 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

ISHARES CORE MSCI EAFE ETF AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES MSCI WORLD INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ISHARES INTERNATIONAL FUNDAMENTAL INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CONNECTICUT GENERAL LIFE INSURANCE COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 

BLACKROCK CDN MSCI EAFE EQUITY INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

LABOR PENSION FUND SUPERVISORY COMMITTEE AGENT:JP MORGAN CHASE BANK 

BLACKROCK CDN MSCI EAFE INDEX PLUS FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

ACWI EX-US INDEX MASTER PORTFOLIO OF MASTER INVESTMENT PTF AGENT:STATE STREET BANK AND TRUST 

COMPANY 

35,456 

3,142 

175 

49,709 

15,081 

236,175 

58,494 

42,539 

26,978 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

INTERNATIONAL EQUITY INDEX PLUS FUNDS B AGENT:STATE STREET BANK AND TRUST COMPANY 

RUSSELL DEVELOPED EX-U.S. LARGE CAP INDEX FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

MSCI EQUITY INDEX FUND B-ITALY AGENT:STATE STREET BANK AND TRUST COMPANY 

EURO EX-UK ALPHA TITLS FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

EURO ALPHA TILTS FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

BGI MSCI EAFE EQUITY INDEX NON-LENDABLE FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

BGI MSCI EMU IMI INDEX FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

EUROPEEX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B AGENT:STATE STREET BANK AND TRUST COMPANY 

FIDELITY ADV FIDELITY ADV LARGE CAP FUND AGENT:BROWN BROTHERS HARR 

13,722 

8,752 

65,753 

89,136 

216,808 

268,980 

5,789 

260,062 

110,400 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

Key: Page: 17 






VOTING RESULT 


LABOR PENSION FUND SUPERVISORY COMMITTEE-LABOR PENSION FUND 13.F. NO 172 AGENT:JP MORGAN CHASE BANK 

KAISER PERMANENTE MASTER TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

KAISER FOUNDATION HOSPITALS AGENT:STATE STREET BANK AND TRUST COMPANY 

THE CIVIL SERVICE SUPERANNUATION FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CUMBRIA LOCAL GOVERNMENT PENSION SCHEME AGENT:STATE STREET BANK AND TRUST COMPANY 

INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST AGENT:STATE STREET BANK AND TRUST 

COMPANY 

Partial 

51,831 

842,125 

484,191 

99,861 

128,240 

93,379 

Total 1 2 3 4 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

ELECTRONIC DATA SYSTEMS 1994 PENSION SCHEME AGENT:STATE STREET BANK AND TRUST COMPANY 

ELECTRONIC DATA SYSTEMS LTD RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

IBM 401K PLUS PLAND AGENT:STATE STREET BANK AND TRUST COMPANY 

OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

OREGON UNIVERSITY SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 


DEPARTMENT OF STATE LANDS AGENT:STATE STREET BANK AND TRUST COMPANY 

RUSSELL TRUST CO COMMINGLED EMPLOYEE BENEFIT FUNDS TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 

PENSION FUND ASSOCIATION FOR LOCAL GOVERNMENT OFFICIALS AGENT:STATE STREET BANK AND TRUST COMPANY 

IBM RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 

STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AGENT:STATE STREET BANK AND TRUST COMPANY 

BRISTOL COUNTY RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 

COLLEGE RETIREMENT EQUITIES FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

COLLEGE RETIREMENT EQUITIES FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

TIIA-CREF INTERNATIONAL EQUITY INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

CITY OF EDMONTON EQUITY UNIT TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 


DESJARDINS OVERSEAS EQUITY GROWTH FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AGENT:STATE STREET BANK AND TRUST COMPANY 

VALIC COMPANY I - INTERNATIONAL EQUITIES FUND AGENT:STATE STREET BANK AND TRUST COMPANY 

METROPOLITAN SERIES FUND MORGAN STANLEY EAFE INDEX PORTFOLIO AGENT:STATE STREET BANK AND TRUST 

COMPANY 

32,700 

536,286 

132,974 

71,851 

10,559 

32,067 

99,031 

133,218 

1,835 

20,959 

29,314 

41,757 

108,756 

85,191 

353,230 

115,012 

26,290 

980,210 

491,910 

33,247 

59,813 

F C F A 

F C F A 

F C F F 

F C C F 

F C C F 

F C F F 

F C C F 

F C C F 

F C F F 

F C F C 

F C F F 

F C C C 

F C F F 

F C F F 

F C F F 

F C C C 

F C C F 

F C F A 

F C C C 

F C C C 

F C F F 

STATE OF MINNESOTA AGENT:STATE STREET BANK AND TRUST COMPANY 17,676 F C F F 

STATE OF MINNESOTA AGENT:STATE STREET BANK AND TRUST COMPANY 46,953 F C C C 

MITCHELLS AND BUTLERS CIF LIMITED AGENT:STATE STREET BANK AND TRUST COMPANY 157,027 F C C C 

MERCER NON-US CORE EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 313,465 F C C C 

JOHN HANCOCK INSURANCE COMPANY OF VERMONT AGENT:STATE STREET BANK AND TRUST COMPANY 4,948 F C C C 

SPDR MSCI ACWI EX-US ETF AGENT:STATE STREET BANK AND TRUST COMPANY 46,567 F C F F 

H.E.S.T. AUSTRALIA LIMITED AGENT:JP MORGAN CHASE BANK 7,467 F C C C 

SPDR S&P WORLD (EX-US) ETF AGENT:STATE STREET BANK AND TRUST COMPANY 42,925 F C F F 

SPDR S+P INTERNATIONAL CONSUMER DISCRETIONARY SECTOR ETF AGENT:STATE STREET BANK AND TRUST COMPANY 5,417 F C F F 

ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM AGENT:STATE STREET BANK AND TRUST COMPANY 59,251 F C C C 

CONSOLIDATED EDISON RETIREMENT PLAN AGENT:STATE STREET BANK AND TRUST COMPANY 98,495 F C C C 

MORGAN STANLEY INSTITUTIONAL FD TR - GLOBAL STRATEGIST PTF AGENT:STATE STREET BANK AND TRUST COMPANY 112,620 F C C F 

THE UNIVERSAL INST F INC - GLOBAL TACT ASSET ALL PTF AGENT:STATE STREET BANK AND TRUST COMPANY 15,604 F C C F 

Key: Page: 18 







ILLINOIS STATE BOARD OF INVESTMENT AGENT:STATE STREET BANK AND TRUST COMPANY 39,660 F C C C 

SSGA INTERNATIONAL EQUITIES INDEX TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 24,599 F C F F 

SSGA WEALTH WEIGHTED GLOBAL EQUITIES INDEX TRUST AGENT:STATE STREET BANK AND TRUST COMPANY 7,230 F C F F 

SSGA MSCI EAFE INDEX FUND AGENT:STATE STREET BANK AND TRUST COMPANY 71,388 F C F F 

SAS TRUSTEE CORPORATION AGENT:JP MORGAN CHASE BANK 39,893 F C F F 

STATE OF CONNECTICUT PLANS & TRUST FUNDS AGENT:STATE STREET BANK AND TRUST COMPANY 48,066 F C C C 

WORKERS COMPENSATION BOARD-ALBERTA AGENT:STATE STREET BANK AND TRUST COMPANY 135,949 F C C C 

WORKERS COMPENSATION BOARD-ALBERTA AGENT:STATE STREET BANK AND TRUST COMPANY 1,245,659 F C F A 

SSGA WORLD INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 6,429 F C F F 

SSGA ITALY INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 6,614 F C F F 

SSGA EUROPE ALPHA EQUITY FUND I AGENT:STATE STREET BANK AND TRUST COMPANY 862 F C F F 

SSGA EMU INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 27,982 F C F F 

SSGA CONSUMER DISCRETIONARY INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 10,432 F C F F 

STREETTRACKS MSCI EUROPE ETF AGENT:STATE STREET BANK AND TRUST COMPANY 5,649 F C F F 

SPDR MSCI EUROPE CONSUMER DISCRETIONARY ETF AGENT:STATE STREET BANK AND TRUST COMPANY 15,967 F C F F 

FSS TRUSTEE CORPORATION AGENT:JP MORGAN CHASE BANK 38,151 F C C C 

SSGA EUROPE ENHANCED EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 1,052 F C F F 

SSGA EUROPE INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 11,953 F C F F 

SSGA EMU ALPHA EQUITY FUND I AGENT:STATE STREET BANK AND TRUST COMPANY 41,709 F C F F 

SSGA WORLD SRI INDEX EQUITY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 11,392 F C F F 

EUROPE INDEX PLUS COMMON TRUST FUND AGENT:STATE STREET BANK AND TRUST COMPANY 45,205 F C F F 

COMMON TRUST ITALY FUND AGENT:STATE STREET BANK AND TRUST COMPANY 919,573 F C F F 

GE INVESTMENTS FUNDS, INC. - TOTAL RETURN FUND AGENT:STATE STREET BANK AND TRUST COMPANY 32,883 F C C C 

ISHARES PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 620,992 F C C C 

ISHARES III PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 45,971 F C C C 

ISHARES II PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 1,489,665 F C C C 

SAS TRUSTEE CORPORATION AGENT:JP MORGAN CHASE BANK 113,086 F C C F 

ISHARES V PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 9,284 F C C C 

ISHARES VI PUBLIC LIMITED COMPANY AGENT:STATE STREET BANK AND TRUST COMPANY 158 F C C C 

ISHARES I INVESTK MIT TGV FOR ISHS STOXX EUR 600 AUTOM+PARTS AGENT:STATE STREET BANK AND TRUST COMPANY 103,610 F C C C 

BLACKROCK AM DE FOR ISHARES DJ EUROZONE SUST SCREENED (DE) AGENT:STATE STREET BANK AND TRUST COMPANY 55,847 F C C C 

BLACKROCK AM DE FOR ISHARES EURO STOXX (DE) AGENT:STATE STREET BANK AND TRUST COMPANY 198,308 F C C C 

BLACKROCK AM DE FOR ISHARES STOXX EUROPE MID 200 (DE) AGENT:STATE STREET BANK AND TRUST COMPANY 170,488 F C C C 

BLACKROCK AM DE FOR ISHARES STOXX EUROPE 600 (DE) AGENT:STATE STREET BANK AND TRUST COMPANY 303,349 F C C C 

STRUCTURA-ASYMMETRY EUROPE EQUITIES 9,291 F C C C 

STRUCTURA - SMART EURO EQUITIES 46,526 F C C C 

AMUNDI FUNDS INDEX EQUITY EURO 52,884 F C C C 

GOVERNMENT SUPERANNUATION FUND AGENT:JP MORGAN CHASE BANK 35,938 F C C C 

AMUNDI FUNDS INDEX EUROPE ACCOUNT 11,383 F C C C 

FONDACO ROMA EURO BALANCED CORE 5,375 F C C C 

FCP PORTFOLIO ACTIONS EUROPE 123,385 F C C C 

VOTING RESULT 

Key: Page: 19 







APOLLINE 1 ACTIONS 149,248 F C C C 

CAAM ACTIONS DURABLES 66,221 F C C C 

SICAV 5000 264,885 F C C C 

CAAM DYNALION EUROPE (CA) - L025 67,721 F C C C 

ATOUT EUROLAND 688,328 F C C C 

ASSURDIX 2,429 F C C C 

CAAM INDEX EUROPE 2,044 F C C C 

IBBOTSON SHARES HIGH OPPORTUNITIES TRUST AGENT:JP MORGAN CHASE BANK 21,328 F C C C 

CPR MM EURO ACTIONS 11,221 F C C C 

FCP ARRCO LONG TERME C 44,676 F C C C 

ABELIO-SR 22,790 F C C C 

FCP TONI ACTIONS 100 169,246 F C C C 

VIVACCIO ACTIONS 268,110 F C C C 

LBPAM PROFIL 80 PEA 139,332 F C C C 

LBPAM PROFIL 100 55,400 F C C C 

UNIVERS CNP 1 3,402 F C C C 

FCP NATIXIS IONIS 12,420 F C C C 

CMD AGIRC IXIS D 40,212 F C C C 

NATIONAL PROVIDENT FUND AS TRUSTEE OF TH AGENT:JP MORGAN CHASE BANK 21,516 F C C C 

CNP ASSUR VALEURS 78,918 F C C C 

FCP CPR ACTIVE EUROPE 57,213 F C C C 

FCP RSI EURO P 207,179 F C C C 

FCP ICARE 4,513 F C C C 

CPR PROGRES DURABLE EUROPE 28,238 F C C C 

AMUNDI SOLIDARITES 3,918 F C C C 

VILLIERS ALTO 26,361 F C C C 

FCP AMUNDI HORIZON 8,029 F C C C 

FCP ERAFP ACTIONS EUROS1 EDEAM 246,081 F C C C 

FCP VILLIERS DIVERSIFIE CPR AM 272,522 F C C C 

GMO TAX-MANAGED INTERNATIONAL EQUITIES F AGENT:BROWN BROTHERS HARR 250,436 F C C C 

UBS GLOBAL ASSET MANAGEMENT LIFE LTD AGENT:JP MORGAN CHASE BANK 4,633 F C C C 

VANGUARD INVESTMENTS EUROPE SA 414,102 F C C C 

AMUNDI LOT53 FRR02J 58,206 F C C C 

MULTILATERAL INVESTMENT GUARANTEE AGENCY 8,089 F C C C 

STICHTING PENSIOENFONDS ELSEVIER 13,974 F C C F 

STG PFDS V.D. GRAFISCHE 192,317 F C C C 

STG BEDRIJFSTAKPFDS V H 9,239 F C C C 

PETTELAAR EFFECTENBEW INZ SNSRESP IND FND 215,703 F C C C 

CONSTRUCTION AND BUILDING UNIONS SUPERANNUATION FUND 40,368 F C C F 

WELLS FARGO BANK MINNESOTA NA 1,000 F C C C 

QUEENSLAND INVESTMENT TRUST NO 2 42,280 F C F F 

VOTING RESULT 

Key: Page: 20 







ROCKEFELLER & CO., INC AGENT:JP MORGAN CHASE BANK 58,825 F C F F 

VICTORIAN SUPERANNUATION FUND 87,298 F C C C 

UNISUPER 55,153 F C C C 

QIC INTERNATIONAL EQUITIES FUND 7,427 F C F F 

BNYMTD (UK) AS TRUSTEE OF BLACKROCK CONTINENTAL EUROPE EQUITY TRY TRACKER FUND 191,660 F C C C 

THE SCOTTISH MORTGAGE INVESTMENT TRUST PLC 9,858,700 F C F A 

SANTANDER PREMIUM FD SUBFUND EU.EX UK EQUITIES ABBEY NAT. HOUSE 157,962 F C F F 

AK STEEL CORPORATION MASTER PENSION TRUST 138,278 F C C F 

THE PRUDENTIAL SERIES FUND INC CONSERVATIVE BALANCED PORTFOLIO 2,332 F C F F 

THE PRUDENTIAL INVESTMENT PORTFOLIOS INCDRYDEN ACTIVE ALLOCATION 14 F C F F 

CONSTRUCTION AND BUILDING UNIONS SUPERANNUATION FUND 26,408 F C C C 

BLACKROCK WHOLESALE INDEXED INTERNATIONA AGENT:JP MORGAN CHASE BANK 72,094 F C C C 

PRUDENTIAL WORLD FUND INCDRYDENINTERNATIONAL EQUITY FUND 2,965 F C F F 

PRINCIPAL VARIABLE CONTRACTS FUND INC ASSET ALLOCATION ACCOUNT 9,374 F C C F 

CITY OF NEW YORK GROUP TRUST 5,123,331 F C F A 

POWERSHARES GLOBAL FUNDS IRELAND PUBLIC LIMITED COMPANY 10,741 F C C F 

PS FTSE RAFI DEVEL MAR EXUS PORT 170,528 F C C F 

MLC LIMITED 5,670 F C C C 

CITY OF NEW YORK GROUP TRUST 127,506 F C F F 

BAILLIE GIFFORD EAFE FUND 6,880,309 F C F A 

BOA PERAMETRIC 885 F C F F 

ING INTERNATIONAL INDEX PORTFOLIO 34,900 F C C C 

BRUNEI SHELL RETIREMENT BENEFIT FUND AGENT:JP MORGAN CHASE BANK 30,162 F C C C 

NEWTON D.AND ROCHELLE F.BECHER FOUNDATION 8,506 F C C F 

WALTER E. DISNEY FAMILY TRUST UNDER WILL 2,850 F C F F 

INVESCO PERPETUAL GLOBAL EX UK CORE EQ. INDEX FUND 64,570 F C C C 

INVESCO PERPETUAL GLOBAL EX UK ENHANCED INDEX FD 131,713 F C C C 

PRINCIPAL FUNDS INC.-INTERNATIONAL EQUITY INDEX FUND 56,883 F C C C 

UNIPENSION INVEST FMBA GLOBAL AKTIER II 299,490 F C C C 

MAXIM INTERNATIONAL INDEX PORTFOLIO OF MAXIM SERIES FUND,INC 29,022 F C C C 

FIRST TRUST PORTFOLIOS, L.P. - EXC CHANGE TRADED FUNDS 48,131 F C C C 

PENN SERIES DEVELOPED INTERNATIONAL INDEX FUND 7,996 F C F F 

PRINCIPAL FUNDS INC GLOBAL MULTI STRATEGY FUND 28,206 F C C C 

BANCO CENTRAL DE TIMOR EST AGENT:JP MORGAN CHASE BANK 23,338 F C C C 

WILMINGTON MULTI-MANAGER INTERNATIONAL FUND 17,391 F C C C 

POWERSAHRES S(AND)P INTERNATIONAL DEVELOPED HIGH BETA PORTFOLIO 7,631 F C C F 

COMPASS EMP INTERNATIONAL EQUITY HEDGED VOLATILITY WEIGHTED FUND 2,141 F C C F 

STANLIB FUNDS LIMITED STANDARD BANK HOUSE 62,785 F C C C 

COMPASS EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND 1,744 F C C F 

DUNHAM INTERNATIONAL STOCK FUND 44,366 F C C C 

MEYER MEMORIAL TRUST 508,064 F C C C 

VOTING RESULT 

Key: Page: 21 







SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND 385,921 F C C C 

THE PRUDENTIAL SERIES FUND INC-FLEXIBLE MANAGED PORTFOLIO 540 F C F F 

NONUS EQUITY MANAGERS PORTFOLIO 3OFFSHORE MASTER L.P. 92,586 F C C C 

JPMORGAN CHASE BANK AGENT:JP MORGAN CHASE BANK 2,627 F C F F 

ABB INC. MASTER TRUST . 34,223 F C C C 

ALASKA PERMANENT FUND CORPORATION 2 F C F F 

ALASKA PERMANENT FUND CORPORATION 291 F C C C 

EAFE EQUITY FUND . 15,293 F C C C 

AZL INTERNATIONAL INDEX FUND 44,823 F C C C 

BAYER CORPORATION MASTER TRUST 227,204 F C F A 

BELLSOUTH CORP RFA VEBA TRUST FOR NONREPRESENTABLE EMPLOYEES 5,297 F C F F 

BELLSOUTH CORPORATION RFA VEBA TRUST 16,840 F C F F 

AAA NORTHERN CALIFORNIA NEVADA & UTAH INSURANCE EXCHANGE 70,140 F C F F 

FLORIDA STATE BOARD OF ADMINISTRATION 1 F C C F 

MANAGEMENT BOARD PUBLIC SERVICE PENSION AGENT:JP MORGAN CHASE BANK 114,493 F C C C 

CASEY FAMILY PROGRAMS 5,063 F C C C 

COLLEGES OF APPLIED ARTS AND TECHNOLOGY PENSION P 104,821 F C C C 

COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM 2 F C C F 

CONOCOPHILLIPS MASTER TRUST 103,635 F C C F 

CANADIAN PACIFIC RAILWAY COMPANY PENSION PLAN 202,018 F C C C 

ONTARIO POWER GENERATION INC . 390,392 F C C C 

BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN 732,036 F C C C 

ASCENSION HEALTH . 206,140 F C C C 

ADVANTAGE FUNDS INC - GLOBAL ALPHA FUND 3,347 F C C C 

DREYFUS INDEX FUNDS INC DREYFUS INTERNATIONAL STC 38,655 F C C C 

WSSP INTERNATIONAL EQUITIES TRUST AGENT:JP MORGAN CHASE BANK 6,433 F C C C 

COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY 33 F C F F 

EVANGELICAL LUTHERAN CHURCH INAMERICA BOARD OF PEN 20,737 F C F F 

FAIRFAX COUNTY UNIFORMED RETIREMENT SYSTEM 1 F C C C 

FIDELITY CONCORD STREET TRUST: SPARTAN INTERNATIONAL INDEX FD 196,109 F C C F 

FIRE AND POLICE PENSION ASSOCIATION OF COLOR 24,110 F C C C 

FLORIDA RETIREMENT SYSTEM . 3,841,994 F C C C 

HEWLETT-PACKARD COMPANY MASTERTRUST 821,839 F C F A 

THE HEWLETT-PACKARD COMPANY 401 (K) PLAN 1,572,231 F C F A 

THE HEWLETT-PACKARD COMPANY 401 (K) PLAN 495,955 F C C C 

ACADIAN CORE INTERNATIONAL EQUITY FUND 41,902 F C C C 

BANCO CENTRAL DE TIMOR EST AGENT:JP MORGAN CHASE BANK 67,138 F C F F 

ARCELORMITTAL USA LLC PENSION TRUST 92,819 F C C C 

BMO INTERNATIONAL EQUITY HEDGEDTO CAD INDEX ETF 27,384 F C C C 

KEYSPAN CORPORATION PENSION MASTER TRUST 50,402 F C C C 

KANSAS PUBLIC EMPLOYEES RETIREMENT 1 F C C F 

VOTING RESULT 

Key: Page: 22 







LUCENT TECHNOLOGIES INC. DEFINED CONTRIBUTION PLAN MASTER TRUST 416,056 F C C C 

LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST 56,342 F C C C 

LVIP SSGA DEVELOPED INTERNATIONAL 150 FU 675,444 F C F F 

LVIP SSGA INTERNATIONAL INDEX FUND 94,873 F C F F 

SHERIFFS PENSION AND RELIEF FUND 58,742 F C C C 

LOUISIANA STATE EMPLOYEES` RETIREMENT SYSTEM 14,906 F C C C 

PEOPLE`S BANK OF CHINA FOREIGN EXCH AGENT:JP MORGAN CHASE BANK 1,013,770 F C C C 

TEACHERS` RETIREMENT SYSTEM OF LOUISIANA 22,831 F C F A 

MBC INVESTMENTS CORPORATION 4,796 F C C C 

EMPLOYEE RETIREMENT INCOME PLANTRUST OF 3M COM 63,278 F C F F 

MISSOURI STATE EMPLOYEES RETIREMENT SYSTEM 298,585 F C F A 

MANVILLE PERSONAL INJURY SETTLEMENT TRUST 6,338 F C F F 

SULTANATE OF OMAN MINISTRY OF DEFENCE PENSION FUND 110,721 F C C C 

MERCY INVESTMENT SERVICES 11,328 F C C C 

PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI 1 F C C C 

MARS GMBH . 218,964 F C C C 

MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST 23,651 F C F F 

GMO INTERNATIONAL INTRINSIC VALUE FUND AGENT:BROWN BROTHERS HARR 4,559,238 F C C C 

FIDELITY INVESTMENT FUNDS - FIDELITY MONEYBUILDER WORLD INDEX FUND AGENT:JP MORGAN CHASE BANK 820 F C C F 

MINISTRY OF FINANCE OF THE REPUBLIC OF KAZAKHST 24,753 F C C C 

TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED 267,333 F C C C 

TREASURER OF THE STATE OF NORTHCAROLINAEQUITY INVESTMENT FUND POOLED 3,299,766 F C F A 

ROGERSCASEY TARGET SOLUTIONS LLC. 23,325 F C C C 

NSP MONTICELLO MINNESOTA RETAILQUALIFIED TRUST 3,803 F C F F 

NSP MINNESOTA PRAIRIE I RETAIL QUALIFIED TRUST 3,057 F C F F 

NSP MINNESOTA RETAIL PRAIRIE IIQUALIFIED TRUST 3,281 F C F F 

PUBLIC EMPLOYEES RETIREMENT SYSTEM OF NEVADA 1 F C C C 

RETIREMENT BENEFITS INVESTMENT FUND 2,285 F C C F 

NEW YORK STATE DEFERRED COMPENSATION PLAN 7,133 F C F C 

VANGUARD CARBON AWARE INTERNATIONAL SHAR AGENT:JP MORGAN CHASE BANK 19,277 F C C F 

CITY OF NEW YORK DEFERRED COMPENSATION PLAN 1,223,037 F C F A 

BELL ATLANTIC MASTER TRUST 1,293,017 F C C C 

BELL ATLANTIC MASTER TRUST 99,924 F C C F 

POINT BEACH UNIT 1 AND UNIT 2 NQ TRUST-ACCOUNTING MECHANISM 3,950 F C F F 

PACIFIC GAS AND ELECTRIC QUALIFIED CPUC DECOMMISSIONING TRUST 22,315 F C C C 

CERVURITE INTERNATIONAL LLC . 11,731 F C F F 

OIL INVESTMENT CORPORATION LTD&OIL CAS INVESTMENT 244,585 F C C C 

ALLEGHENY CORP . 61,854 F C C C 

PANAGORA GROUP TRUST . 11,244 F C C C 

PG&E POSTRET. MEDICAL PLAN TR.MGMT & NONBARGAINING 1,996 F C F F 

STATE SUPER FINANCIAL SERVICES AUSTRALIA AGENT:JP MORGAN CHASE BANK 17,818 F C F F 

VOTING RESULT 

Key: Page: 23 







POOL REINSURANCE COMPANY LIMITED 106,319 F C C C 

PENSION RESERVES INVESTMENT TRUST FUND 1,550,143 F C C C 

INDIANA PUBLIC EMPLOYEES RETIREMENT FUND 1 F C F F 

INDIANA PUBLIC EMPLOYEES RETIREMENT FUND 24,548 F C C C 

PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO 42,676 F C C C 

ARIZONA PSPRS TRUST 1 F C F F 

ABITIBIBOWATER FOREIGN EQUITY MASTER TRUST 52,602 F C C C 

CC & L ARROWSTREET EAFE EQUITY FUND 319,363 F C C C 

ROCHE US DB PLANS MASTER TRUST 118,170 F C C C 

ARROWSTREET US GROUP TRUST 68,363 F C C C 

THE BOEING COMPANY EMPLOYEE RETIREMENT P AGENT:JP MORGAN CHASE BANK 28,059 F C F C 

RR DONNELLEY SAVING PLAN MASTERTRUST 60,481 F C C C 

SOUTHERN CALIFORNIA EDISON CO NUCLEAR FACILITIES Q 46,180 F C C C 

AT&T UNION WELFARE BENEFIT TRUST 87,191 F C F F 

SOUTHERN CALIFORNIA EDISON COMPANY RETIREMENT P 52,336 F C C C 

SEMPRA ENERGY PENSION MASTER TRUST 34,804 F C F F 

SHELL PENSION TRUST . 918,295 F C F A 

SHELL PENSION TRUST . 60,837 F C C C 

STATE OF WISCONSIN INVESTMENT BOARD 2 F C C C 

TD EMERALD INTERNATIONAL EQUITYINDEX FUND 141,018 F C C C 

TD INTERNATIONAL INDEX FUND 2,719 F C C C 

BLACKROCK FISSION INDEXED INTL EQUITY FD AGENT:JP MORGAN CHASE BANK 45,074 F C C C 

TD EUROPEAN INDEX FUND . 65 F C C C 

TENASKA INVESTMENT FUND LLC . 95,370 F C F A 

SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO 561,443 F C C C 

PUBLIC SECTOR PENSION INVESTMENT BOARD 214,002 F C C C 

TEXAS EDUCATION AGENCY . 256,421 F C C C 

IMPERIAL INTERNATIONAL EQUITY POOL 37,057 F C C C 

TRW CANADA LIMITED MASTER TRUSTFUND 4,572 F C C C 

REGENTS OF THE UNIVERSITY OF MICHIGAN 5,629 F C C C 

UMC BENEFIT BOARD, INC 1,163,353 F C C C 

UNITED TECHNOLOGIES CORP. MASTER RETIREMENT TR 187,223 F C C C 

SHELL FOUNDATION AGENT:JP MORGAN CHASE BANK 9,539 F C C C 

VEBA PARTNERSHIP N LP . 53,927 F C C C 

VIRGINIA RETIREMENT SYSTEM . 2 F C C C 

WELLPOINT MASTER TRUST 40,290 F C C C 

FOREST FOUNDATION 115 F C F F 

SEQUOIA FUNDATION 40 F C F F 

CIBC INTERNATIONAL INDEX FUND 783 F C C C 

CIBC EUROPEAN INDEX FUND . 43 F C C C 

CIBC POOLED INTERNATIONAL EQUITY INDEX FUND 79 F C C C 

VOTING RESULT 

Key: Page: 24 






VOTING RESULT 


CF INTERNATIONAL STOCK INDEX FUND ONE 

DT INTERNATIONAL STOCK INDEX FUND ONE 

ONEPATH GLOBAL SHARES - LARGE CAP (UNHEDGED) INDEX POOL AGENT:JP MORGAN CHASE BANK 

STICHTING CZ FUND DEPOSITARY 

STICHTING DEPOSITARY APG DEVELOPED MARKETS EQUITY POOL 

APG-IS GLOBAL SUSTAINABILITY FUND 

ARROWSTREET MULTI STRATEGY UMBRELLA PLC 

STICHTING PENSIOENFONDS VAN DE ABN AMBRO BANK N.V. 

STICHTING PENSIOENFONDS HORECA & CATERING 

BOC PENSION INVESTMENT FUND . 

CHESHIRE PENSION FUND . 

CAMBRIDGESHIRE COUNTY COUNCIL SUPERANNUATION FUND 

DOW UK PENSION PLAN . 

BLACKROCK INDEXED ALL-COUNTRY EQUITY FUN AGENT:JP MORGAN CHASE BANK 

NATIONAL PENSIONS RESERVE FUNDCOMMISSION 

RBS GROUP PENSION FUND 

ESB GENERAL EMPLOYEES SUPERANNUATION SCHEME 

STICHTING BEWAARNEMING APG-IS2 

STICHTING RABOBANK PENSIOENFONDS 

THE PASSIVE GLOBAL SHARE TRUSTT 

BNP PARIBAS SECURITIES SERVICES SA 

DEUTSCHE SHELL GMBH AGENT: JP MORGAN CHASE BANK 

IAG ASSET MANAGEMENT WORLD EQUITY TRUST AGENT:JP MORGAN CHASE BANK 

CHANCELLOR, MASTERS SCHOLARS OF THE UNIV AGENT:JP MORGAN CHASE BANK 

DWS DIVERSIFIED INTERNATIONAL EQUTIY VIP AGENT:BROWN BROTHERS HARR 

VANGUARD INTERNATIONAL SHARE INDEX FUND AGENT:JP MORGAN CHASE BANK 

QANTAS SUPERANNUATION PLAN AGENT:JP MORGAN CHASE BANK 

BT INSTITUTIONAL INTERNATIONAL SHARE INT AGENT:JP MORGAN CHASE BANK 

OPTIMIX WHOLESALE GLOBAL SHARE TRUST AGENT:JP MORGAN CHASE BANK 

AXA EQUITABLE LIFE INSURANCE CO AGENT:JP MORGAN CHASE BANK 

TRUSTEE FOR INTERNATIONAL EQUITIES SECTO AGENT:JP MORGAN CHASE BANK 

FAMANDSFOREPENSAM INVEST PSI 31 EUROPA A AGENT:JP MORGAN CHASE BANK 

AVIVA INVEST FUND DIVERSIFIED STRATEGY F AGENT:JP MORGAN CHASE BANK 

FAMANDS PENSAM INVEST PSI 10 GLOBALE AKT AGENT:JP MORGAN CHASE BANK 

RETIREMENT INCOME PLAN OF SAUDI ARABIAN AGENT:JP MORGAN CHASE BANK 

Partial 

57,924 

86,445 

22,339 

15,895 

2,797,529 

4,380 

990,205 

821,211 

69,991 

97,801 

211,787 

29 

31,305 

6,570 

278,308 

2,419,700 

56,602 

3,867 

217,149 

44,968 

5,216 

49,621 

24,848 

649,039 

22,794 

317,364 

47,460 

125,309 

46,763 

15,502 

29,339 

25,087 

9,833 

44,090 

19,172 

Total 

327,190,879 

1 2 3 4 

F C C C 

F C C C 

F C C C 

F C F F 

F C C C 

F C C C 

F C C C 

F C C F 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C C 

F C C F 

F C C C 

F C C F 

F C C C 

F C C C 

F C C C 

F C C F 

F C C F 

F C F F 

F C C C 

F C C F 

F C C F 

F C F F 

F C C C 

F C C C 

F C C C 

F C C C 

FENOGLIO CARLO 2,437 

2,437 

F A F F 

FERRERO CESARE 1 

1 

F C X X 

FERRERO CLEMENTE 10,000 

10,000 

A C F A 

Key: Page: 25 







FILOGONIO LEONARDO 

Partial 

20,116 

Total 

20,116 

1 2 3 4 

F - F F 

FORNIER PIETRO 3,202 

3,202 

F C X X 

FURBATTO ROBERTO 1,000 

1,000 

A - - - 

GABOARDI SAVERIO 5,018 

5,018 

F C F F 

GALANTE NICOLA 3,198 

3,198 

- X C A 

GARDINO GIOVANNI BATTISTA 10 

10 

X X X X 

GARDINO PIERFEDERICO 10 

10 

X X X X 

GAVATORTA MARTINO 21,000 

21,000 

F F X X 

GHIGO GIAN PIERO 9,000 

9,000 

F C X X 

GIAVENO GIULIANO 1,752 

1,752 

F C F F 

GIORCELLI GIANNI 6,364 

6,364 

F C X X 

GNAVI ALDO 5,967 

5,967 

F - X X 

GUERRA PIERLUIGI 

of which 175,001 shares (owned by the shareholder) pledged to INTESA SANPAOLO PRIVATE BANKING 

175,001 

175,001 

F X X X 

GUGLIELMINO PAOLO 654 

654 

F C F F 

IACOPINI FABIO 30,050 

30,050 

F C - X 

IACOVINO LEONARDO 

AS PROXY FOR - 

LETTIERI GIUSEPPINA 

0 

1,522 

1,522 

F F F F 

JANNI ERNESTO OLINTO 1,000 

1,000 

- F X X 

LO CASCIO CARLO 


LUPANO ENRICA 

0 

1 

1 

X X F F 

MAGLIONE MARIO 


2,778 F C F F 

VOTING RESULT 

Key: Page: 26 







ANGLESIO GIUSEPPINA 

MAGLIONE MONICA 

Partial 

3,635 

218 

Total 

6,631 

1 2 3 4 

F C F F 

F C F F 

MAINERO MASSIMO 442 

442 

F C A F 

MAIORANO GIUSEPPE 1,125 

1,125 

F C X X 

MARCHETTI LUCIANO 1,400 

1,400 

F C F F 

MARGARONE GIUSEPPE 1 

1 

A A C C 

MARIANI SIMONA 


EXOR SPA 

0 

375,803,870 

375,803,870 

F C F F 

MAZZOLI CARLO 2,660 

2,660 

F F X X 

MIGLIA CARLO 2,837 

2,837 

F F F F 

MIGLIETTA GIOVANNI 322 

322 

F C F F 

MOLETTI RICCARDO 5,195 

5,195 

F C F F 

MOR LUCIANO 2,419 

2,419 

X - F F 

MOSCHENI GIOVANNI 


MOSCHENI MARIA FRANCA 

284,405 

307,268 

591,673 

X X X X 

X X X X 

MOZ FRANCO 948 

948 

X X X X 

NIZZI GIULIANA 2,000 

2,000 

X - F F 

PAGLIERI WALTER 100 

100 

F - X X 

PANICCO GIAN BEPPE 28,000 

28,000 

F C F F 

PASSADORE DINO 100 

100 

F F F F 

PEROTTI CHIAFFREDO 4,000 

4,000 

X X X X 

PIACENTINI LUCA 


0 

VOTING RESULT 

Key: Page: 27 







BARITELLO IOLANDA 

Partial 

4,090 

Total 

4,090 

1 2 3 4 

F C F F 

PONT ETTORE 1,000 

1,000 

F C X X 

PRICCO SISSOLDO LORIS 


PRICCO SISSOLDO LORENZO 

0 

100 

100 

X X X X 

PROTTO LORENZO 3,478 

3,478 

F F F F 

RADAELLI CORRADO 30 

30 

C - A C 

RAZELLI EUGENIO 6,908 

6,908 

F C A F 

RICCI ROBERTO 2,000 

2,000 

F C F C 

RIZZO FRANCESCO 3,478 

3,478 

- F F F 

ROSSOTTO ALBERTO 3,000 

3,000 

X X X X 

SALOMONE LUIGI 1,896 

1,896 

F C F F 

SANDRONE ANGELO 100 

100 

F F F F 

SERVETTI DOMENICA 600 

600 

F A X X 

SPERBER JUTTA 911 

911 

F A F F 

TEODORANI FABBRI PIO 


AGNELLI MARIA SOLE 

0 

11,588 

11,588 

F C F F 

TESIO VITTORIO 400 

400 

X X X X 

TINELLI FRANCO 5,000 

5,000 

F C X X 

TOMASSONI FRANCESCO 10 

10 

F C X X 

TOSO DOMENICO 2,096 

2,096 

X X X X 

TURRONI GIANFRANCO 5,000 

5,000 

X X X X 

UCCELLI ANGELA 0 

VOTING RESULT 

Key: Page: 28 








DELLISANTI FRANCESCO 

Partial 

5,000 

Total 

5,000 

1 2 3 4 

X X X X 

VACCHI GABRIELLA TERESINA 10 

10 

- - X X 

VALERI FABRIZIO 1 

1 

X X F F 

VALLE DOMENICO 1 

1 

X X X X 

VARRASI GABRIELE 


TRINGALI IRENE 

0 

1 

1 

A A A A 

VARRESE PAOLO 700 

700 

F C F F 

VAYR CESARE 


PISTARINO ANNA 

178 

112 

290 

F A A A 

F A A A 

VENTO GIANCLAUDIO PIERO 3 

3 

F F A F 

VERRONE ROBERTO 


GRIA CATERINA 

VERRONE CARLO 

1,500 

2,000 

737 

4,237 

F C X X 

F C X X 

F C X X 

VETERBO ANNAMARIA 


BORRELLO DOMENICO 

0 

100 

100 

X X X X 

VILLA REMO 


MODAFFARI DANIELE 

0 

526 

526 

X X X X 

VITERBO ALFREDO 50,000 

50,000 

X X X X 

ZABARINI MARCO FABRIZIO 11,400 

11,400 

C A C C 

ZENI MARIO 700 

700 

F F F F 

ZOLA ADOLFO GIOVANNI 9 

9 

- X - A 

VOTING RESULT 

Key: Page: 29 







Chairman Secretary 

Signed Signed 

(John Philip ELKANN) (Ettore MORONE) 

VOTING RESULT 

Key: Page: 30

"Fiat S.p.A." Registered Office: via Nizza 250, Turin Share capital ...

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