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

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
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