Annual Report - FCA Group

Annual Report

At 31 December 2012

107th financial year

Annual Report

At 31 December 2012

3

General Meeting

Fiat's shareholders are notified that an Ordinary General Meeting will be held at Centro Congressi Lingotto, Via Nizza 280, Turin at 11 a.m. on 9 April 2013 (single call) to 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

Attendance and Representation Shareholders are entitled to attend the Meeting if they hold the right to vote at the close of business on the record date of 27 March 2013 and the Company has received the relevant confirmation of entitlement from an authorized intermediary. As provided by law, Shareholders entitled to attend the Meeting may appoint a proxy representative. The Company has designated Servizio Titoli S.p.A. as the representative, pursuant to Article 135-undecies of Legislative Decree 58/98, upon whom shareholders may confer proxy and instruct to vote on all or some of the motions on the agenda. The deadline for conferral of proxy is 5 April 2013, using the form provided on the corporate website (Investor Relations/Shareholder Info/Shareholder Meetings). The form can also be requested by calling +39 011 0923200.

Documentation and Information The Notice of General Meeting available on the corporate website (Investor Relations/Shareholder Info/Shareholder Meetings) contains complete information and instructions relating to the rights exercisable by Shareholders. The Annual Report and Annual Report on Corporate Governance are available at the Company's registered office and on the corporate website. Reports and motions relating to the other items on the agenda will be available at the Company's registered office and on the corporate website on or before the legal deadline.

4 Contents

Contents

6

Board of Directors and Auditors

8

Letter from the Chairman and the Chief Executive Officer

13

The Group at a Glance

14

Highlights

16

Fiat Group around the World

18

Group Brands

23

Shareholders

26

Key Events in 2012

34

A Responsible Global Group

37

Report on Operations

38

Main Risks and Uncertainties to which Fiat S.p.A.

and its Subsidiaries are Exposed

46

Financial Review ? Fiat Group

64

Commercial Performance by Segment

65

Mass-Market Brands (Nafta, Latam, Apac, Emea)

73

Luxury and Performance Brands (Ferrari, Maserati)

76

Components and Production Systems

(Magneti Marelli, Teksid, Comau)

81

Sustainability

81

Sustainability Governance and Stakeholders

82

Research, Innovation and Sustainable Mobility

90

Environmental Performance of Plants

and Non-Manufacturing Processes

94

Employees and Local Communities

104 Corporate Governance 111 Transactions between Group Companies and with Related Parties 112 Subsequent Events and Outlook 113 Financial Review ? Fiat S.p.A. 117 Motion for Approval of the Statutory Financial Statements

and Allocation of 2012 Net Result

119 Fiat Group ? Consolidated Financial Statements at 31 December 2012

120 Consolidated Income Statement 121 Consolidated Statement of Comprehensive Income 122 Consolidated Statement of Financial Position 124 Consolidated Statement of Cash Flows 125 Statement of Changes in Consolidated Equity 126 Consolidated Income Statement pursuant to Consob Resolution

15519 of 27 July 2006 127 Consolidated Statement of Financial Position pursuant to Consob

Resolution 15519 of 27 July 2006 128 Consolidated Statement of Cash Flows pursuant to Consob Resolution

15519 of 27 July 2006 129 Notes to the Consolidated Financial Statements 219 Appendix I ? Fiat Group Companies at 31 December 2012 242 Appendix II ? Information required under Article 149-duodecies

of the "Regolamento Emittenti" issued by Consob

243 Attestation of the Consolidated Financial Statements under Article 154-bis of Legislative Decree 58/98

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