Iveco N : Minutes of the AGM

Draft version posted on 6 June 2022

DEED OF RECORD (proces-verbaal)

On the thirteenth day of April two thousand and twenty-two as of nine hours ante meridian Central European Summertime, I, Dirk-Jan Jeroen Smit, civil law notary, officiating in Amsterdam, the Netherlands, attended the Annual General Meeting of shareholders of Iveco Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, its corporate office address at Via Puglia 35, 10156 Turin, Italy, and registered with the trade register of the Dutch Chamber of Commerce under number 83102701 (the Company or Iveco Group), virtually held and with the opportunity to be followed via a live webcast that was available on the Company's website (both the Annual General Meeting of shareholders and the corporate body consisting of the shareholders present at that meeting are hereinafter referred to as: the Meeting), with the purpose of taking notarial minutes of the Meeting.

I, Dirk-Jan Jeroen Smit, civil law notary aforementioned, have recorded the following:

1. Opening.

Lady Suzanne Heywood, as the chair of the Meeting (the Chair), opened the Meeting at nine hours ante meridian Central European Summertime and welcomed all present. She announced that:

• Mr. Simonelli, the Senior Non-Executive Director, was unable to attend the Meeting because of a scheduling conflict, therefore the board of directors of the Company (the Board) had appointed Lady Heywood to chair the Meeting;

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• Mr. Marx, the Chief Executive Officer (the CEO) and several other members of the Board were attending the Meeting through a simultaneous remote connection;
• the external auditor, Mr. Laan of Ernst & Young Accountants LLP (Ernst & Young), was also attending the Meeting through a remote connection;
• Dirk-JanJeroen Smit, civil law notary aforementioned, was remotely present and had been appointed as secretary of the Meeting, with the purpose of preparing notarial minutes of these proceedings;
• the proceedings would be held in English;
• the convening notice of the Meeting had been published on the Company's website on the first day of March two thousand and twenty-two and the Meeting had been convened in accordance with the legal and statutory requirements;
• the Meeting complied with the Dutch temporary legislative measures which allowed virtual meetings;
• the use of audio/video recording devices by shareholders was not allowed. The Chair explained that, as clarified in the convening notice, in the interest of public health and personal safety, shareholders were not allowed to attend in person and vote during the Meeting. Instead, the Company had given shareholders the opportunity to follow the Meeting via a webcast broadcasted live on the Company's website. To facilitate as much interaction as possible, shareholders were given the opportunity to submit written questions regarding the agenda items. The deadline for doing this was nine hours ante meridiem Central European Summertime on the tenth day of April two thousand and twenty-two. Instructions for submitting
  questions were included in the convening notice and published on the Company's website. The Chair announced that no questions had been submitted in advance of the Meeting. The Chair pointed out that, no votes could be cast during the Meeting but that shareholders had been given the opportunity to exercise their voting rights prior to the meeting via proxy or web procedure. Only votes submitted before five hours post meridiem Central European Summertime on Wednesday the sixth day of April two thousand and twenty-two had been considered when calculating the voting results. The Chair explained that the voting results would be displayed at the end of each voting item and would be published on the Company's website after the Meeting, in compliance with the applicable laws and regulations.
  The Chair addressed the Meeting and said that last year she had chaired the shareholders' meeting of CNH Industrial N.V. (CNH Industrial) where the spin-off of its On-Highway Business was approved, paving the way for the birth of what was today Iveco Group N.V. She noted at this Meeting having the honour to chair the first annual general meeting (AGM) of the new company. The Chair pointed out that although the Company was new, it could build on a 119-year legacy of success, dedication and know-how. It also benefited from the experience and commitment of

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a strong management team, a hard-working workforce, the trust of its customers and - she hoped - the support of the shareholders.

The Chair continued by explaining that this new company was focused on commercial and mass transport, powertrain technologies and specialty vehicles. She congratulated the combined CNH Industrial and Iveco Group team that planned and executed the separation flawlessly and stated that she was excited about the future of this new company and the benefits it would get from addressing its markets with renewed focus and vigor. Alongside completing the critical last steps needed to prepare for separation in January of this year, the Iveco Group also had continued to deliver for its customers. In doing this it had relied on the lessons learnt during the initial phases of the pandemic. These had made the Iveco Group more resilient and better positioned to achieve its priorities. Although the pandemic had persisted through two thousand and twenty-one, the Iveco Group had been able to navigate these challenges, having worked closely with its suppliers and dealers, while helping its employees readjust to the new ways of working. In November two thousand and twenty-one, the Iveco Group's CEO , Gerrit Marx, and his Senior Leadership Team, held the Company's first Investor Day. During this presentation details of the plans and financial ambitions for the Company through to two thousand and twenty-six had been shared. The Company had also signed The Climate Pledge, a commitment founded by Amazon and Global Optimism. This committed the Iveco Group to reaching net zero carbon by two thousand and forty, which is ten (10) years ahead of the goal set by the Paris Agreement. This pledge underlined the importance the Company placed on its ESG (Environmental, Social and Governance) obligations, including those related to workplace and on-road safety, inclusivity and diversity, and managing the lifecycles of its products in an environmentally friendly way.

The Chair said that last year also saw the inauguration of the Company's joint investment with the US-based Nikola Corporation for the production of heavy- duty Battery and Fuel Cell Electric Vehicles in Ulm, Germany. She announced that the production of heavy-duty battery electric vehicles in Ulm had already started and that these would be followed, in two thousand and twenty-three, with production of fuel-cellheavy-duty trucks. Both of these trucks would be commercialized in Europe and in North America. Furthermore, in two thousand and twenty-one the Iveco Group had begun working with the French multinational Air Liquide to accelerate the development of heavy-duty hydrogen mobility in Europe. The Iveco Group had also made a significant step forward with Plus as its European partner in a pilot programme for the validation and integration of the Plus autonomous truck technology with the Iveco Group's latest-generation S- WAY heavy-duty truck. The Chair pointed out that in its first few months as an independent company, the Company continued to be proactive in creating mutually beneficial partnerships. One example of this was the memorandum of understanding that the Company had signed in early March with Hyundai Motor Company of South Korea. The two companies would work together to assess the potential to cooperate in multiple areas

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including electric powertrains, fuel-cell systems, vehicle automation and connectivity. Another instance was the partnership for e-mobility in Europe that the Company is setting up with Enel-X. The Iveco Group would intend to be a regional leader in this area, acting as a driver in new technologies and opportunities. Two thousand and twenty-two would be pivotal for the development of the Company. The Chair was confident, however, that the Company had both the confidence and the capabilities required to face the challenges and opportunities ahead in an ever- changing industry. The last two years had been challenging for the Iveco Group's business as it had, alongside others, lived through and managed the challenges created by the COVID-19 pandemic. The Iveco Group then additionally faced the challenges emerging from the humanitarian crisis that was unfolding in Ukraine. The Chair stated that as a responsible organization, the Company of course abided by all the sanction provisions and extraordinary measures in relation to Ukraine and Russia. In addition, the Company had taken steps to protect its people and their families in the areas of conflict and to provide support to local organisations assisting the general population. With the Company's local partner, it had donated Magirus firefighting turntable ladders and delivered them to the Polish border. The Company was evaluating the possibility of donating other vehicles to help communities impacted by the conflict. The Company had also identified three NonProfit Organisations that shared its priority of safeguarding the health and well-being of all and furthering education in Ukraine. AVSI, Soleterre and WeWorld each had a long history of working directly with local populations and were well established in the region so they could effectively reach the people in most need. The Company was also matching all donations made by the Iveco Group employees worldwide. Finally in closing, the Chair said that she and the Board fully endorsed the ambitious and achievable plans set out by Gerrit Marx and his leadership team. They wished them the very best as the Iveco Group moved forward with great energy in its first year of independent operations. She then thanked the Meeting for their continued support and turned the call to Gerrit Marx.

Mr. Marx thanked the Chair and welcomed all shareholder present for joining the Company's first AGM as independently listed company. Before going into the merits of his speech, he associated himself with the Chair's words of support with regards to the unfolding humanitarian crisis in Ukraine. He said that the Company had reacted weeks before the invasion with precaution measures and shortly after the start of the invasion the Company had moved its employees and families out of Ukraine to rented apartments in Poland. Besides vehicles also its powertrain division FPT industrial supports with gensets for local power production.

Mr. Marx explained that the annual report published on the first day of March two thousand and twenty-two which would be brought to the Meeting's approval, was an unusual document for an AGM because it presented the Company-only financial statements of the newly formed company for the period as of the sixteenth day of June two thousand and twenty-one which was the date of incorporation of the

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Company - to the thirty-first day of December two thousand and twenty-one.Mr. Marx pointed out that it should be considered that until the thirty-first day December two thousand and twenty-one, the Company was a subsidiary of CNH Industrial, having been specifically set up in June two thousand and twenty-one with the purpose of receiving assets (mainly investments in Group subsidiaries), liabilities and equity on the first day of January two thousand and twenty-two, following the demerger of CNH Industrial (the Demerger). As a consequence, those financial statements reflected only the results determined by the start-up activities of a basically "empty box", which until the thirty-first day of December two thousand and twenty-one was not yet the holding company of the new Iveco Group. Mr. Marx explained that in this context, the Demerger qualified as the first "subsequent event" for the Company and therefore the effects of the Demerger were not included in the two thousand and twenty-one results but were only disclosed as subsequent event in the specific paragraph/footnotes. In this respect, in order to give an idea of some indicators of the Iveco Group following the Demerger, a few figures related to the Group's Revenues, Adjusted EBIT (adjusted earnings before interest and tax) and Net Industrial Cash position as already published on the eighth day of February two thousand and twenty-two as "Combined (carve-out) consolidated F/S" for the Company were included in the subsequent events footnote. The Company-only financial statements of the legal entity were presented in the second part of the document, starting from page 30, and were not representative of the Company post Demerger. Furthermore Mr. Marx explained that the document was unusual also for the following reason: considering that at the moment of the filing, the first day of March, two thousand and twenty-two, the Company was no longer an empty box, but already the listed holding company of the Iveco Group following the Demerger. The Company qualified as a Public Interest Entity and therefore the Company had to include, in the first part of the document (the so-called "Board Report"), the usual chapters required by Dutch and European law such as risk factors, corporate governance, etcetera in connection with the preparation of the annual report of a listed company, and those chapters reflected the current set-up of the Iveco Group after the Demerger.

Mr. Marx said that after these technical but important considerations he would talk about the year and the Iveco Group's main accomplishments. He started with saying that the last few months and quarters the Iveco Group had been working hard to successfully finalize all the steps in preparation for the spin-off and the Company's first day of trading, which took place on the third day of January two thousand and twenty-two. This was only one of the priorities that the Iveco Group had managed during two thousand and twenty-one. The supply chain team had faced the continuing challenges of semiconductor shortages and certain COVID-19 pandemic impacts that were ongoing in two thousand and twenty-two.Mr. Marx stated that up to the date of the Meeting, the Iveco Group had successfully launched new products and signed a series of partnerships and memorandums of understanding

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