Ernst 8 Young Accountants LLP Tel: +31 88 407 10 00Boompjes 258 Fax: +31 88 407 89 703011 XZ Rotterdam, Netherlands ey.comPostbus 2295BUildIng abetter 3000 CC Rotterdam, Netherlands

Independent auditor’s reportTo: the shareholder of New Business Netherlands N.V., Amsterdam

Report on the financial statementsWe have audited the accompanying financial statements for the year ended December 31, 2014 ofNew Business Netherlands N.V., Amsterdam, which comprise the balance sheet as at December 31,2014, the income statement for the year then ended and the notes, comprising a summary of theaccounting policies and other explanatory information.

Management’s responsibilityManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible forsuch internal control as it determines is necessary to enable the preparation of the financial statementsthat are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Dutch law, inciuding the Dutch Standards on Auditing. Thisrequires that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disciosures inthe financial statements. The procedures selected depend on the auditor’s judgment, inciuding theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also inciudes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion with respect to the financial statementsIn our opinion, the financial statements give a true and fair view of the financial position ofNew Business Netherlands N.V. as at December 31, 2014 and of its result for the year then ended inaccordance with Part 9 of Book 2 of the Dutch Civil Code.

Ernst & Young Accountants LLP is a limited liability partnership incorporated onder the laws of England and Wales and registered with CompaniesHouse onder number 0C335594. The term partner in relation to Ernst S Yosng Accountants LLP is used to refer to (the representatine ot) a memberof Ernst S Voung Accountants LLP. Ernst S Young Accountants LLP bas its registered office at 1 Lambeth Palace Road, London sEt 7EU, UnitedKingdom, as principal place of business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and is registered with the Chamber of CommerceRotterdam number 24432944. Our services are subject to general ferms and conditions, which contain a limitation of liability clause.

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Report on other leqai and regulatory requiremen sPursuant to the legal requirement under section 2:393 sub 5 at e of the Dutch Civil Code, we have nodeficiencies to report as a result of our examination whether the information as required undersection 2:392 sub 1 b-h has been annexed.

Rotterdam, March 30, 2015

Ernst & Young Accountants LLP

S.C. Arkesteijn

NEW BUSINESS NETHERLANDS NV

Financial Report

2014

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Contents

3 Board of Directors

4 Balance Sheet

5 Income Statement

6 Notes

9 Other information

2

Board of Directors

Spirito FabioFossati Giorgio

Initia~edfor ldentitjçatjon purposes only

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New Business Netherlands N.V.Balance Sheet as at 31 December 2014

Balance Sheet(before Iror)osed rrofit ajprorwiation)

ASSETS Note 3111212014 3111212013

FINANCIAL F1XEJ ASSE7S

lnvestnents in subsidiaries 1 150.197,00 150.197,00

CURR~’ff ASSETS

Other receivables and prepayn~nts 2 7.270,61 4.112,61

Cash 41.928,36 50.000,00

49.198,97 54.112,61

199.395,97 204.309,61

EQUITY & LIABILITIES Note 3111212014 3111212013

EUR EUR EUR EUR

SI-IARBI-tOLDERS EQUITY:

Issued capital 5 50.000,00 50.000,00

accunijlated deficit -17.467,74 -

Unappropriated resuft for the year -49.679,19 -17.467,74

-17.146,93 32.532,26

CURRB~If LIABILITIES

Affiliated conpanies 3 202.442,90 166.777,35

Other liabilities and accruals 4 14.100,00 5.000,00

216.542,90 171.777,35

199.395,97 204.309,61

Initlaledlor ldentlflcatlon purposes only

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New Business Netherlands N.V.

Income statement as at 31 December 2014

INCOME STATEMENT

Notes 2014 24/05/2013-31/12/2013

EUR EUR EUR EUR

Operating expenses: 37.090,00 18.496,13

- professional services 6 37.090,00 18.496,13

Other Operating charges: 421,87 -

- Local tax, starrp and duty 421,87

Financial expenses: 12.204,68 433,61

- interest 12.177,88 411,21

- other financial expenses 26,80 22,40

Financial income: -18,36 -

- interest -18,36

A-ofit (loss) beforetaxes -49.698,19 -18.929,74

Currenttaxes: 19,00 1.462,00

- incorrEtax 7 19,00 1.462,00

Profit (loss) after taxation -49.679,19 -17.467,74

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Notes

General

New Business Netherlands B.V.’s is founded on 24/05/2013 and the main activities consist inholding and financing activities. The company is a private limited liability company under Dutchlaw, with 100% of its shares held by Fiat Chrysler Automobiles NV (FCA NV), Amsterdam. TheCompany’s legal seat is in Amsterdam, the Netherlands, and has a secondary seat in Via Nizza250, Turin, Italy.

Going Concern

These financial statements have been prepared on the basis of the going concern assumption.

Accounting policies

General

The financial statements have been prepared in accordance with Title 9, Book 2 of theNetherlands Civil Code. The requirements of article 396 section 3 Book 2 of the NetherlandsCivil Code have been followed.

Valuation of assets and liabilities and determination of the result takes place under the historicalcost convention. Unless presented otherwise at the relevant principle for the specific balancesheet item, assets and liabilities are valued to the cost model.

These accounting principles have all been applied consistently throughout the year.

Financial fixed assets

Associates acquired are initially measured at the fair value of the identifiable assets andliabilities upon acquisition. Any subsequent valuation is based on the accounting policies thatapply to these financial statements, taking into account the initial valuation.The investments are carried at cost less provisions for permanent impairment in value. lncomefrom participations is recognised to the extent of dividends declared.

1 nitialedfor WentllicaUOfl purposes only

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Imjairment of non-current assets

At each balance sheet date, the Company tests whether there are any indications of assetsbeing subject to impairment. 1f any such indications exist, the recoverable amount of the asset isdetermined. 1f this proves to be impossible, the recoverable amount of the cash generating unitto which the asset belongs is identified. An asset is subject to impairment if its carrying amountexceeds its recoverable amount; the recoverable amount is the higher of an asset’s fair valueless costs to sell and value in use. 1f it is established that a previously recognised impairmentloss no longer applies or has declined, the increased carrying amount of the assets in questionis not set any higher than the carrying amount that would have been determined had no assetimpairment been recognised.

Cash and cash eciuivalents

Cash and cash equivalents include cash in hand, bank balances and deposits held at cali withmaturities of less than 12 months. Bank overdrafts are shown within borrowings in currentliabilities on the balance sheet. Cash and cash equivalents are stated at face value.

lncome statement

Income and expenses are accounted for on accrual basis. Profit is only included when realizedon the balance sheet date. Losses originating before the end of the financial year are taken intoaccount if they have become known before preparation of the financial statements.

Foreicjn currencies

Assets and liabilities denominated in foreign currencies are translated into Euros at the year-endexchange rate. Transactions in foreign currencies are translated at the exchange rate prevailingat the time of the transaction. Gains and losses resulting from these translations are recordedunder financial income and expense in the income statement.

Income taxesIncome tax is calculated on the profit/loss before tax in the income statement, taking intoaccount any losses carried forward from previous financial years (where not included in deferredincome tax assets) and tax exempt items, and plus non-deductible expenses. Account is alsotaken of changes in deferred income tax assets and liabilities owing to changes in the applicabletax rates.A deferred income tax asset is recognized to the extent that t is probable that future taxableprofit will be available against which the deductible temporary differences and tax losses can beutilized.

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Notes to the balance sheet and income statement

1. lnvestment in subsidiaries

The item is related to the 100% interest in the subsidiary Fiat lnvestments S.p.A.The value corresponds to the purchase cost that has been paid on December 20,2013 to Fiat Partecipazioni S.p.A. (a FCA Group company).

2. Other receivables and prerayments

“VAT tax” for €7.270,61, (PY €2.651).

3. Affiliated companies

The item represents the balance of the current account held with Fiat ChryslerFinance S.p.A. (a FCA Group company) as part of the Group’s centralized treasurymanagement. Applicable interest % = euribor + spread (= 6.6%).

4. Other liabilities and accruals

Included is the provision for invoices to receive for services and for audit fee.

5. Share Ca~jital

The authorised capital amounts to two hundred thousand euro (€ 200.000).The authorised capital is divided into twenty million (20.000.000) shares with anominal value of one eurocent (€ 0.01) each.

The issued share capital of the company amounts to fifty- thousand euros (€ 50.000).

Loss for the year amounts to €49.679,19.

6. Professional services

Related to services rendered during the year by Fiat Services spa (a FCA Groupcompany) and Ernst & Young (audit).

7. Currenttaxes

The amount represents the adjustments to the remuneration of the tax lossoriginated by the company in 2013 and utilized in the Italian tax consolidation.

Board of Directors. Amsterdam, March 30, 2015

Spirito Fabio _______________________Fossati Giorgio Initialed

for ~dentifIcat1on pur es ûn~y

8 Ernst & Young ccountants LLP~~~BuiIding a beiter

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Other information

Provision in the articles of association Qoverninq the appro~riation of result

As per article 22 of the articles of association, the result for the year is at the disposal of theannual meeting of shareholders.

Pro josal

Management proposes to add the loss for the year to accumulated deficit.

lnde~endent auditor’s report

Reference is made to the next pages for the independent auditor’s report

Initialedtor ~dentIfica~~~utpeses only

9 Ernst & Young Accountants LLP~~‘~uhding a bettet

WQri~ing werid

1 ConditionsAuthorization to publish the auditor’s report is granted subject tothe following conditions.

— Further consultation with the auditor is essential if, afterthis authorization has been grented, facts andcircumstances becorne known which meterielly affect theview given by the finenciel statements.

— The authorization concerns inciusion of the auditors reportin the ennuel report to be tebled at the Annuel GeneralMeeting (hereefter AGM) incorporating the finencielstatements as drawn up.

— The authorization also concerns inciusion of the auditorsreport in the annual report to be filed with the TredeRegistrer, provided consideretion of the finencielstetements by the AGM does not result in eny emendments.

— Finenciel stetements for filing et the offices of the TredeRegistrer which have been ebridged in eccordence withSection 397 of Book 2 of the Netherlends Clvii Code mustbe derived from the finenciel stetements edopted by theAGM end e dreft version of these finenciel stetements forfiling purposes must be submitted to us for inspection.

— The euditor’s report cen also be inciuded 1f the finencielstetements ere published electronicelly, such es on thelnternet. in such ceses, the full finenciel stetements shouldbe published end these should be eesily distinguisheblefrom other information provided electronicelly et the semetime.

— 1f the published finenciel stetements ere to be included inenother document which is to be mede public,euthorizetion to include the euditors report must egein begrented by the euditor.

2 Explenetions to the conditions2.1 Boerd of supervisory directors end boerd of executive

directorsThe euditor usuelly forwerds his report to the boerd of supervisorydirectors end to the boerd of executive directors. This is pursuent to800k 2 of the Netherlends Clvii Code, section 393 which stipuletesinter alle: ‘The euditor sets out the outcome of his examination in ereport’. ‘The euditor reports on his exeminetion to the boerd ofsupervisory directors end the boerd of executive directors’.

2.2 Annuei General Meeting (AGM)Publicetion of the euditor’s report will only be permitted subject tothe euditor’s express consent. Publicetion is understood to meen:making eveileble for circuletion emong the public or to such group ofpersons es to make it tentemount to the public. Circuletion emongshereholders or members, es eppropriete, elso comes within thescope of the term ‘publicetion’, so that inclusion of the euditor’sreport in the ennuei report to be tebled et the AGM similerly requireseuthorizetion by the auditor.

2.3 Auditor’s reports end finenciel stetementsThe authorizetion concerns publicetion in the ennuel reportincorporeting the finenciel stetements thet ere the subject of theeuditor’s report. This condition is besed on the euditors’ rules ofprofessionel prectice, which state that the euditor will not beellowed to euthorize publicetion of his report except together withthe finenciel stetements to which this report refers.The euditor will elso et all times went to see the rest of the ennuelreport, since the euditor is not ellowed to authorize publicetion ofhis report if, owing to the contents of the documents jointlypublished, en incorrect impression is creeted es to the significanceof the finenciel statements.

2.4 Events between the dete of the euditor’s report end theAGM

Attention should be peid to the fect that between the dete of theeuditor’s report end the date of the meeting et which edoption, eseppropriete, of the finenciel stetements is considered, fects orcircumstences may heve occurred which meterielly effect the viewgiven by the finenciel stetements. Under COS 560, the euditor mustperform eudit procedures designed to obtein sufficient euditevidence to ensure thet all events occurring before the date of theeuditor’s report that werrent emendment of or disciosure in thefinenciel stetements have been identified.

1f the euditor becomes ewere of events that may be of meterielsignificence to the finenciel stetements, the euditor must considerwhether those events have been edequetely recognized endsufficiently disclosed in the notes to the finenciel stetements. 1fbetween the date of the auditor’s report end the date of publicetionof the finenciel stetements, the euditor becomes ewere of e fect thatmay have e meteriel impect on the finenciel stetements, the auditormust assess whether the finenciel stetements should be emended,discuss the metter with menegement end ect es circumstencesdictete.

2.5 Trede RegistrerThe finenciel stetements ere tebled et the AGM (legel entitiescoming within the scope of title 9 of 800k 2 of the Netherlends CiviCode teble the directors’ report end the other information es well).The AGM considers edoption of the finenciel stetements. Only afterthe finenciel stetements have been edopted, do they become thestetutory (i.e. the compeny) finenciel stetements. As e rule, thestetutory finenciel stetements will be edopted without emendment.The euditor’s report must be etteched to the stetutory finencielstetements es part of the other information. As e rule, the text ofthis report will be the seme es that issued eerlier. The documents tobe mede public by filing et the offices of the Trade Registrer willconsist of the stetutory finenciel stetements, the directors’ reportend the other informetion. The euditor’s report which refers to theunebridged finenciel stetements will then have to be incorporeted inthe other information. 1f consideretion of the finenciel stetements bythe AGM does not result in eny emendments, the euditor’s reportmey be etteched to the finenciel stetements edopted, by the AGMend, provided the ennuel report end finenciel stetements ere filedpromptly et the offices of the Trede Registrer, published es part ofthese ennuel report end finenciel stetements.

2.6 Other menner of publicetionThe finenciel stetements mey also be published other than by filinget the offices of the Trede Registrer. in that event, too, inciusion ofthe auditor’s report is permitted, provided the finenciel stetementsere published in full. 1f publicetion concerns part of the finencielstetements or 1f the finenciel stetements ere published in ebridgedform, publicetion of eny report the euditor hes issued on suchfinenciel stetements will be prohibited, unless:e he hes come to the conciusion that, in the circumstences of

the cese, the document concerned is eppropriete, orb besed on legal reguletions, publicetion of the document

concerned is all that is required.1f less than the full financiel stetements ere published, furtherconsultetion with the auditor is essentiel.1f the finenciel stetements end the euditor’s report ere published onthe internet, t should be ensured that the finenciel stetements ereeesily distinguisheble from other information conteined on theInternet site. This cen be achieved, for exemple, by including thefinenciel stetements es e seperete file ina reed-only formet er byinciuding e werning messege when the reeder exits the finencielstetements document.

2.7 Inciusion in enother document1f the published finenciel stetements ere to be inciuded in enotherdocument which is to be mede public, this is considered e newpublicetion end euthorizetion must again be obteined from theeuditor. An exemple of this situetion is the publicetion of en offeringcirculer which inciudes the finenciel stetements, after these finencielstetements heve been filed et the office of the Trede Registrertogether with the other ennuel reports. For eech new publicetion,euthorizetion must again be obteined from the euditor.

2.8 Events after the AGMEven if fects end circumstences have become known after theedoption of the finenciel stetements es e result of which they nolonger give the stetutory true end fair view, the euditor must standby the report issued on the finenciel statements es edopted end bythe auditor’s report filed et the offices of the Trede Registrer. In thatevent, the legel entity is required to file e stetement et the offices ofthe Trede Registrer on these fects end circumstences eccompeniedby en euditor’s report. In this situetion, too, further consultetionwith the euditor is essentiel.

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