1st ICAI 2020

International Conference on Automotive Industry 2020

Mladá Boleslav, Czech Republic

• 6 members elected (appointed) upon the proposal from each of the major shareholders. (Bpifrance appoints 2 member; DMG appoints 2 members, and EPF/FFP appoints 2 members.) • 6 independent members • 1 employee representative and • 1 employee shareholder representative. 3.2.2 FCA Board of Directors Structure The FCA board of directors has 12 members, all elected by shareholders, currently: • 1 chairman

• 1 chief executive officer (CEO) • 1 chief financial officer (CFO) • 9 independent directors 3.2.3 New DutchCo Board of Directors Structure

The company will have a one-tier model (one board of directors). The company will have executive directors and non-executive directors. Some non-executive directors will be independent. The board of directors will have three or more director. The initial board will have 11 directors, including those nominated by Bpifrance (1 director), EPF/FFP (1 director), Exor (2 directors) and employees (2 directors). In the following period of the new existence of new DutchCo, some directors will be • 1 director (or 2 directors) will be bindingly nominated by EPF/FFP; • 1 director (or no director) will be bindingly nominated by Bpifrance; • 2 directors will be bindingly nominated by employees (Global Works Council). The general (shareholder) meeting will at all times have power to suspend or dismiss any director. (Suspension or dismissal of a director appointed upon a binding nomination nominated by major shareholders and employees as well: • 2 directors will be bindingly nominated by Exor;

will require a majority of at least two-thirds.) The board will have three standard committees:

• Remuneration Committee • Governance Committee • Audit Committee

Modern Dutch company law enabling even now a one-tier model of board system was chosen for new combined company (the jurisdiction of Netherlands was domestic jurisdiction of FCA already). 4. Analysis of Automotive Corporate Governance The automotive industry has several specific characteristics. Firstly, cars remain a constant foundation without sudden and unpredictable changes while cars exist as a means of transport (but maybe autonomous or electric cars may change current status quo ).

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