FIAT CHRYSLER AUTOMOBILES N.V. [ ] Common Shares Underwriting AgreementFiat Chrysler Automobiles N.V. • December 8th, 2014 • Motor vehicles & passenger car bodies • New York
Fiat Chrysler Automobiles N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), proposes to (i) issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] common shares, nominal value € 0.01 per share, of the Company (the “New Issue Underwritten Shares”), (ii) sell to the Underwriters an aggregate of [ ] common shares, nominal value € 0.01 per share, of the Company currently held as treasury shares (the “Treasury Underwritten Shares”, and together with the New Issue Underwritten Shares, the “Underwritten Shares”) and, (iii) issue and sell to the Underwriters, at the option of the Underwriters, up to an additional [ ] common shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after gi
FIAT CHRYSLER AUTOMOBILES N.V. [ ]% Mandatory Convertible Securities due 2016 Underwriting AgreementUnderwriting Agreement • December 8th, 2014 • Fiat Chrysler Automobiles N.V. • Motor vehicles & passenger car bodies • New York
Fiat Chrysler Automobiles N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), proposes to (i) issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $[ ] aggregate notional amount of its [ ]% Mandatory Convertible Securities due 2016, (the “Firm Securities”) to be issued pursuant to the indenture, dated as of [ ], 2014 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and (ii) issue and sell to the Underwriters, at the option of the Underwriters, up to an additional $[ ] aggregate notional amount of its [ ]% Mandatory Convertible Securities due 2016 (the “Additional Securities”). The Firm Securities and the Additional Securities are herein referred to as the “Securities.” The Securities will be convertible into common shares (the “Underlying Securities”), nominal value € 0.01
