Fiat Group Business Ethics and Anti-corruption Guidelines

Foreword
Fiat Group is a global industrial group with activities and business interests in many
countries around the world and conducts its activities in full respect of the principles of
fairness, transparency and integrity in the marketplace and in compliance with all
applicable laws. In particular, Fiat Group is an active participant in the fight against all
forms of corruption, applying relevant national and international laws and voluntarily
adopting general principles of business conduct. These principles are to be observed not
only by all employees, but also by our agents, suppliers and others with whom we do
business to ensure the highest standards of business integrity which Fiat Group is
committed to spreading both inside and outside the Group, including through
establishment of appropriate supervisory roles.

General Principles of Business Conduct

The following principles are heavily influenced by: the principal anti-corruption laws and
regulations currently in effect; guidelines and rules promulgated by recognized non-
governmental organizations such as Rules of Conduct for the prevention of extortion and
bribery adopted by the International Chamber of Commerce (ICC), Business Principles
for Countering Bribery adopted by Transparency International and the Principles for
Countering Bribery adopted by the World Economic Forum Partnering Against
Corruption (PACI); as well as the 2005 UN Convention against Corruption (UNCAC) and
the guidelines from the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions.

Payment and benefits intended to obtain illegal advantage

Payments or loans of corporate, subsidiary or personal funds or transfers of anything
else of value to a domestic or to a foreign government official, political or military officials
or representatives of international organizations for the purpose of obtaining, retaining
or directing business to Fiat Group or affiliates or other persons are prohibited. The Fiat
Group undertakes to ensure that no employee is penalised as a result of refusal to make
payments or offer goods or benefits to obtain an illicit advantage. As part of its
commitment to maintaining internal controls over financial reporting, all Fiat Group
companies are required to ensure that they maintain accurate books and records and
financial information.

Agents, consultants, advisors and other intermediaries

Each Fiat Group Company is required to adopt all necessary measures to ensure that:
a) all remuneration paid to agents, consultants, advisors and others with whom we do
business is appropriate to the nature of their mandate;
b) agents, consultants, advisors and others with whom we do business do not use any
portion of such remuneration to make payments which conflict with the principles
contained in this document;
c) agreements with agents, consultants, advisors and others with whom we do business
include an express clause which addresses the consequences of violation of anti-
corruption laws;
d) agreements with agents, consultants, advisors and others with whom we do business
are established in writing and indicate the services to be provided and fees to be paid for
such services; and
e) sufficient background checks and other appropriate due diligence procedures have
been performed with respect to agents, consultants and advisors under consideration.

Joint Venture and Outsourcing Agreements

Each Company is to ensure that joint venture and outsourcing agreements include
clauses stating the consequences of violation of anti-corruption laws and that such
clauses are expressly accepted by the contractual counterparties. Each company is to
ensure that sufficient due diligence procedures have been conducted designed to
determine whether potential joint venture and strategic alliance partners have policies
and procedures in place consistent with the Fiat Group Business Ethics and Anti-
Corruption Guidelines.

Gifts and benefits in kind

It is absolutely forbidden to give gifts and benefits in kind beyond normal commercial
practice or custom, or which in any event is intended to obtain favourable treatment in
the conduct of any business activity, to the following: a) local or foreign public officials,
b) directors, managers or employees of a local or foreign company, or c) their families,
friends or acquaintances, such as to influence their independence of judgement or
induce them to grant advantages to oneself or the company. Permitted gifts must be
legally permissible, be of a modest value and adequately documented (and approved, if
required, by the appropriate level within the applicable Company).

Payments to political parties

Payments, gifts, loans or services provided by Fiat Group to any political parties or
political committee or a candidate for, or a holder of a political office are permitted only if
in compliance with applicable law. All contributions must, however, be approved in
advance at the appropriate level within the Company.

Charity and Sponsorship

Fiat Group allows donations to charity and sponsorship in the form of money, goods or
services. However, such contributions must be exclusively for initiatives of a charitable
or cultural nature or which promote the Group's brand image. Donations may not be
linked, even indirectly, to the personal interests of individuals holding a public office. In
selecting charity or sponsor opportunities, employees are required to verify whether any
conflicts of interest with the spirit of the charity or image promotion exist and must
immediately inform their supervisor of such conflicts. All proposed donations and
sponsorships must be reviewed and approved by the appropriate Group or Sector level.
Customs laws
Export control and customs laws regulate where and how Fiat Group may transport and
sell goods, technology or exchange information. In some cases, these laws may prohibit
doing business with certain countries, people, or companies, or impose requirements for
licenses before goods or technology may be exported or exchanged. Customs laws
require accurate documentation and proper reporting and valuation of goods.
International trade laws are complex and change frequently. The penalties for
noncompliance can be severe and could include personal liability. Fiat Group companies
are committed to complying with all such export control and customs laws in the
jurisdictions where it does business.