17.12.2010 FIAT GROUP CLOSES AN AMAZING CHAPTER AS FIAT INDUSTRIAL IS INCORPORATED

FIAT LINGOTTO

A hundred and eleven rich and fruitful years of the conglomerate that was the heartbeat of Italy's industrialisation finally came to an end yesterday in Turin as Fiat S.p.A. was formally carved up and the new Fiat Industrial entity named its board.

A single line press released issued in Turin attributed to the names of the new "Fiat" and "Fiat Industrial" entities formed from the breaking up of the Fiat Group spelt the end of an amazing fairytale story that began on July 11, 1899 when Fiat S.p.A. (Fabbrica Italiana Automobili Torino) was incorporated by Giovanni Agnelli. "Today, the Deed of Demerger for the partial proportional demerger of Fiat S.p.A. to Fiat Industrial S.p.A. was executed," read the simple press release that signaled the end of one of the most famous and longest chapters in pioneering industrial history worldwide.

The final conclusion to the year-long story of the splitting into two seperate entities of the Fiat Group got underway last Monday morning when the Borsa Italiana issued notification of the admission of Fiat Industrial ordinary, preference, and savings shares to be listed on the MTA Italian Stock Exchange with an inaugural board of directors also named: Sergio Marchionne (Chairman), Alberto Bombassei, Gianni Coda, John Elkann, Robert Liberatore, Libero Milone, Tommaso Padoa-Schioppa, Giovanni Perissinotto and John Zhao. The new board will take office on January 1 and its term of office will expire on the date of the general meeting of shareholders called to approve the 2011 financial statements.

Fiat Industrial willnow  increase its share capital by €1,913,178,892.50 through the issue of 1,092,247,485 ordinary shares, 103,292,310 preference shares, and 79,912,800 savings shares, having a par value of €1.50 each, to be allotted to the shareholders of Fiat S.p.A. on the basis of one share in Fiat Industrial S.p.A. for each share of the same class already held in Fiat S.p.A. The Demerger will also result in the share capital of Fiat S.p.A. being reduced by €1,913,178,892.50. Consequently, as of 1 January 2011, the share capital of Fiat S.p.A. will be equal to €4,464,084,082.50, fully subscribed and paid in, consisting of 1,092,247,485 ordinary shares, 103,292,310 preference shares, and 79,912,800 savings shares, having a par value of €3.50 each, whereas the share capital of Fiat Industrial will be equal to €1,913,298,892.50, fully subscribed and paid in, consisting of 1,092,327,485 ordinary shares, 103,292,310 preference shares, and 79,912,800 savings shares, having a par value of €1.50 each.

Directors of Fiat Industrial S.p.A.

Sergio Marchionne (Chairman). Mr. Marchionne holds a Bachelor of Laws from Osgoode Hall Law School of York University in Toronto and an MBA from the University of Windsor. He was appointed Chief Executive Officer of Fiat S.p.A. in June 2004 (where he has served as a Board member since 2003), of Fiat Group Automobiles S.p.A. in February 2005 and of Chrysler Group LLC in June 2009. Mr. Marchionne was appointed Chairman of CNH Global N.V. in April 2006 and of SGS S.A. in March 2006 (where he had served as CEO from February 2002). In May 2010, he joined the Board of Directors of EXOR S.p.A. Mr. Marchionne is also a current member of the Board of Philip Morris International Inc. and served as non-executive Vice Chairman and Senior Independent Director of UBS from 2008 until April 2010. From 1983 to 1985, he worked as an accountant and tax specialist for Deloitte & Touche in Canada. From 1985 to 1988, he was Group Controller and then Director of Corporate Development at Lawson Mardon Group of Toronto. In 1989 and 1990, Mr. Marchionne served as Executive Vice President of Glenex Industries. From 1990 to 1992, he was Vice President of Finance and Chief Financial Officer at Acklands Ltd. From 1992 to 1994, also in Toronto, he held the position of Vice President of Legal and Corporate Development and Chief Financial Officer of the Lawson Group, which was acquired by Alusuisse Lonza (Algroup) in 1994. Between 1994 and 2000, he covered various positions of increasing responsibility at Algroup, headquartered in Zurich, until being appointed Chief Executive Officer. He then went on to head the Lonza Group Ltd., following its demerger from Algroup, first as Chief Executive Officer (2000-2001) and then as Chairman (2002).

Alberto Bombassei (Director). Mr. Bombassei is Chairman and Chief Executive of Brembo S.p.A., which was founded by his father and uncle in 1961. In 2003, he received an honorary degree in Mechanical Engineering from Università degli Studi di Bergamo. He also serves as a board member of: Italcementi S.p.A., Atlantia S.p.A., Pirelli & C. S.p.A., Ciccolella S.p.A., and N.T.V. - Nuovo Trasporto Viaggiatori S.p.A. Since May 2004, Mr. Bombassei has been Vice President of Confindustria for Industrial Relations, Social Affairs and Welfare. From June 2001 to May 2004, he served as President of Federmeccanica. Formerly, he was Chairman of N&W Global Vending S.p.A. and a member of the Board of Directors of Credito Bergamasco S.p.A.

Gianni Coda (Director). Mr. Coda holds a degree in Mechanical Engineering. In March 2008, he was appointed Chief Executive Officer and General Manager of Fiat Group Purchasing S.r.l. He joined the Fiat Group in 1979 as Head of Purchasing for Foundry Machinery and Plant at Teksid. Mr. Coda subsequently held positions of growing responsibility at Fiat Allis, Fiat Geotech and, in 1992, he was appointed as Vice President Tractor Production and assigned responsibility for the integration of Fiat and Ford New Holland into the newly-established Agricultural and Construction Equipment Sector. In 1993, he became a Vice President of New Holland’s Agricultural Machinery division with responsibility for engineering, manufacturing and purchasing. He headed Fiat Ferroviaria from 1996 until 1999, at which time he was assigned responsibility for Fiat Auto’s Latin American operations. In 2002, Mr. Coda was appointed head of the Fiat/Lancia/Light Commercial Vehicles business unit of Fiat Auto and, in 2004, became head of Purchasing for Fiat Auto. In July 2006, he was also assigned responsibility for Group Purchasing Coordination at Fiat S.p.A. and, at the same time, became a member of Fiat’s Group Executive Council.

John Elkann (Director). Mr. Elkann holds a degree in Management Engineering from Politecnico di Torino. He was appointed Chairman of Fiat S.p.A. in April 2010, where he had served as Vice Chairman since 2004 and board member since December 1997. Mr. Elkann is also Chairman of EXOR S.p.A. and Giovanni Agnelli & C. S.a.p.az. In addition, he serves as Chairman of Itedi and Editrice La Stampa and is also on the boards of RCS MediaGroup, The Economist Group and Banca Leonardo. While at university, he worked at various Fiat Group companies in the UK and Poland (manufacturing), as well as France (sales and marketing). The formal start to his career was in 2001, when he joined General Electric as a member of Group Audit, with assignments in Asia, the USA and Europe. Mr. Elkann is a member of the Executive Board of Confindustria and the Italy-China Foundation. He also serves as Vice Chairman of the Italian Aspen Institute and the Giovanni Agnelli Foundation.

Robert Liberatore (Director). Mr. Liberatore holds a Bachelor of Science in Foreign Service from Georgetown University. He joined GMF - The German Marshall Fund of the United States, an American public policy institute dedicated to promoting greater cooperation and understanding between North America and Europe, as a Senior Transatlantic Fellow in 2008. He is a director of the National Democratic Institute, Atlantic Council, Federal City Council and Chairman of the Board of Directors of the Faith and Politics Institute. From 1972 to 1975, he was an assistant treasurer and international corporate loan officer at Chase Manhattan Bank in New York and Kingston, Jamaica. From 1975 to 1979, he served as legislative director for Senator Floyd Haskell. Mr. Liberatore joined Chrysler Corporation in 1985 after 10 years working on Capitol Hill, including 4 years (from 1979 to 1984) as staff director for Senate Leader Robert C. Byrd. In 1993, he was appointed Head of Global External Affairs and Public Policy for DaimlerChrysler, which he left in 2007. In early 2010, Mr. Liberatore served as consultant for Institutional Affairs for Chrysler Group LLC.

Libero Milone (Director). Mr. Milone underwent his formal education and professional training in the Netherlands and United Kingdom. Since April 2008, he has been Senior Advisor and Honorary Chairman of Protiviti, the global consultancy firm specialized in corporate governance and risk management. Since April 2010, he has been Chairman of Jobnet S.p.A., a personnel management and recruitment company. Since September 2010, he has been Chairman of the Compliance Program Supervisory Body of Weather Investments S.p.A. and, since May 2008, a member of the Audit Committee for the UN’s World Food Program. Mr. Milone began his professional career in 1975 with Deloitte & Touche in Italy, where he became an Audit Partner in 1984. He went on to become head of Human Resources for Italy, then Europe (1990-1996) and moved to New York as Managing Director of Human Resources Worldwide from 1998 to 2003. From 2003 to 2007, he served as Chairman and Managing Partner of Deloitte & Touche Italia and, during the same period, was also a member of Deloitte & Touche’s Global Board and Governance Committee. In 1975, he qualified as a Chartered Accountant of England and Wales, a qualification recognized in Italy by Consob in 1983, becoming a Fellow in 1981. Since 1995, he has been entered in the Register of Auditors in Italy and, since 2008, he has been a member of NedCommunity, the Italian association of independent directors.

Tommaso Padoa-Schioppa (Director). Mr. Padoa-Schioppa is a graduate in Business from the Università Bocconi in Milan and holds a Master of Science from the Massachusetts Institute of Technology (Boston, USA). He is President of Notre Europe (Paris), the European research institute established by Jacques Delors in 1996, as well as serving as Chairman of Promontory Europe and of the Board of Trustees of the IFRS Foundation. He is also an advisor to the Prime Minister of Greece. He has been a member of the Group of Thirty since 1979. Mr. Padoa-Schioppa served as Italy’s Finance Minister from 2006 to 2008 and until May 2008 was President of the IMF’s International Financial and Monetary Committee. From 1998 to 2005, he was also on the Executive Committee of the European Central Bank. He previously served as President of Consob, the Italian stock exchange regulator (1997-1998), Deputy Director General of the Bank of Italy (1984-1997); and EC Director General for Economic and Financial Affairs (1979-1983). He was also Joint Secretary of the Delors Committee for European Economic and Monetary Union (1988-1989); President of the EC’s Banking Advisory Committee (1988-1991), the ECB’s Working Group on Payment and Settlement Systems (1991-1995), the Basel Committee on Banking Supervision (1993-1997), the European Regional Committee of the International Organization of Securities Commissions (1997-1998), FESCO (1997-1998), and the G10 Committee on Payment and Settlement Systems (2000-2005).

Giovanni Perissinotto (Director). Mr. Perissinotto holds a degree in Business Administration from Università degli Studi di Trieste. He joined Assicurazioni Generali in 1980 and worked for several Generali Group companies abroad until he returned to Trieste in 1988. He was appointed General Manager of Assicurazioni Generali S.p.A. in 1998 and Chief Executive in 2001. He is Chairman of the Supervisory Board of Generali Investments S.p.A. and is a director of several companies in the Generali Group (including, Banca Generali S.p.A., of which he is Chairman, Alleanza Assicurazioni S.p.A., INA Assitalia S.p.A., Toro Assicurazioni S.p.A., Participatie Maatschappij Graafschap Holland N.V., Transocean Holding Corporation, Generali France S.A. and Generali España Holding Entidades de Seguros S.A.) and several companies outside the Generali Group, including Pirelli & C. S.p.A. Mr. Perissinotto is also a member of the Steering Committee of Assonime (the Italian association of joint stock companies), as well as a member of the Executive Committee of ANIA. Lastly, Mr. Perissinotto is a member of the Advisory Board of SDA Bocconi School of Management and served as a member of the Management Board of Intesa Sanpaolo S.p.A.

John Zhao (Director). Mr. Zhao holds a Bachelor’s degree in Physics from Nanjing University, an MBA from the Kellogg School of Management at Northwestern University and dual Master’s degrees in Electric Engineering and Physics from Northern Illinois University. He is Founder, CEO and Managing Director of Hony Capital Limited, established in 2003.Prior to launching Hony Capital, Mr. Zhao held numerous positions as chairman and chief executive. He was CEO of eGarden Ventures, CEO of Infolio Inc., Chairman and CEO of Vadem Ltd. and General Manager of U.S. Robotics. Mr. Zhao continues to serve as Vice President of Legend Holdings, parent of Lenovo, which acquired IBM’s personal computer business.
 

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