Remuneration Policy

1. Introduction

We are pleased to present the proposed new Remuneration Policy for Fiat Chrysler Automobiles

Stellantis N.V. (“FCAStellantis” and “Company”). The Remuneration Policy has been developed by
the CompensationRemuneration Committee (“CompensationRemuneration Committee”) of the Board
of Directors (“Board”) to, among other things, provide additional information required toThis policy fully
alignaligns with the new legal disclosure requirements passed in the Dutch Civil Code (“DCC”)
implementing the European Shareholders’ Rights Directive. The revised Remuneration Policy will be
submitted to the shareholders for approval at the Company’s 20202021 Annual General Meeting.

The Remuneration Policy covers Directors which includes both executive directors (“Executive
Directors”) and non-executive directors (“Non-Executive Directors”). With respect to Executive
Directors, the Remuneration Policy is intended to provide a compensation structure that allows the
Company to attract, motivate and retain highly qualified senior executives. With respect to Non-
Executive Directors, the Remuneration Policy is intended to provide market-competitive fixed
compensation that is not dependent on the results of the Company. When determining the
Remuneration Policy, the CompensationRemuneration Committee has taken into account the scenario
analyses made, as well as the pay differentials within the Company. In addition, compensation levels
offered in the market as well as shareholder and general societal views with respect to remuneration
of the Board have been taken into account. The Company follows a pay for performance
compensation philosophy at all levels in the organization which continues to be the essence of our
Remuneration Policy. The key changes to the Remuneration Policy include clarifying the link to long-
term value creation and stating the parameters and limits we follow for each pay program.

The Board is responsible for the implementation of this Remuneration Policy. The remuneration of the
Executive and Non-Executive Directors will be determined by the Board, at the recommendation of the
CompensationRemuneration Committee, within the scope of this Remuneration Policy, provided that
the Executive Directors may not participate in the decision-making regarding the determination of the
remuneration for the Executive Directors.

At least every four years, the CompensationRemuneration Committee will review the Remuneration
Policy and make recommendations to the Board in respect of any proposed changes. This
Remuneration Policy can be amended or restated by the Company's general meeting in accordance
with the Company's articles of association and Dutch law.

A copy of the amended Remuneration Policy is available on the Company’s website,

www.fcagroupstellantis.com.

2. Purpose, Vision and Values

Fiat Chrysler Automobiles is a global automotive group engaged in designing, engineering,

manufacturing, distributing and selling vehicles, components and production systems worldwide
through 102 manufacturing facilities and 46 research and development centers.

1
Emerging trends, evolving consumer attitudes and regulatory requirements influence not only which
products and services we develop, but also how we develop them. The Company incorporates the
concept of a circular economy into our business approach, focusing on reduction waste in every link in
the value chain from vehicle design through production, distribution, use and eventual reuse of
materials.Stellantis is a leading global mobility player with a clear mission to provide freedom of
movement for all customers through distinct, appealing, affordable and sustainable mobility solutions.
We offer a full spectrum of choice from luxury, premium and mainstream passenger vehicles as well
as dedicated mobility, financial and parts and service brands. With industrial operations in 30
countries and a commercial presence in more than 130 markets, Stellantis has the ability to
consistently exceed the evolving needs and expectations of customers, while creating superior value
for all stakeholders.

Our Remuneration Policy supports our purpose, vision and values by aligning pay programs in a
consistent manner.

3. Remuneration Principles

The guiding principles of our Remuneration Policy guide our efforts to provide a compensation
structure that allows FCAStellantis to attract and retain the most highly qualified executive talent and
to motivate such executives to achieve business and financial goals that create value for shareholders
and other stakeholders in a manner consistent with our core business and leadership values.
FCA’sStellantis’s compensation philosophy, aims to provide compensation to its executive
directorsExecutive Directors as outlined below.

Alignment with Compensation is strongly linked to the achievement of the Group's

FCA'sStellantis' strategy publicly disclosed performance targets.
Compensation must reinforce our performance-driven culture and
principles of meritocracy. As such, the majority of pay is linked directly
Pay for performance
to the Group's performance through both short and long-term variable
pay instruments.
Compensation will be competitive against the comparable market and
Competitiveness set in a manner to attract, retain and motivate expert leaders and
highly qualified executives.
Long-term shareholder value Targets triggering any variable compensation payment should align
creation with the interest of shareholders and other stakeholders.
Our compensation policies and plans are designed to comply with
Compliance
applicable laws and corporate governance requirements.
The compensation structure should avoid incentives that encourage
Risk prudence unnecessary or excessive risks that could threaten the Company's
value.

2
What We Do

 We have a simple and transparent remuneration structure

 We pay for performance and conduct scenario analyses to test the link between pay and
performance

 We consider pay ratios within the Company in establishing Executive Directors’ pay

 We use appropriate incentive pay programs to balance theboth short- and long- term focus and
drive the achievement of short- and long- term goals

 We align goals and values organization-wide through incentive pay and rigorous performance
management

 We set predetermined stretch goals for incentive pay programs

 We have robust stock ownership and share retention guidelines

 We have claw-back policies incorporated into our incentive plans

What We Do Not Do

 We do not offer remuneration which encourages our Executive or Non-Executive Directors to take
any unnecessary or excessive risks or to act in their own interests.

 We do not reward performance below threshold

 We do not have excessive pay programs

4. Benchmarking executive compensation

The Company periodically benchmarks its executive compensation program and the compensation
offered to Directors against peer companies and monitors compensation levels and trends in the
market as well as in general, international standards regarding appropriate remuneration.

The CompensationRemuneration Committee strives to identify a peer group that best reflects all
aspects of FCA’sStellantis’s business and considers public listing, industry practices, geographic
reach, and global footprint, revenue proximity, with , and market capitalization considered as a
secondary characteristicand/or enterprise value. Our peer group represents a blend of both U.S. and
European companies in recognition of the relevant talent market for our executives. In addition to
including U.S. and European automobile manufacturers, our peer group includes U.S. and European
companies with a global presence that have significant manufacturing and/or engineering operations.
We do not limit our peer group to our industry alone because we believe compensation practices at
other large global multinational companies affect our ability to attract and a global market
presence.retain diverse talent.

We review each element of compensation compared to the market and generally target our total direct
compensation (base salary, annual bonus and long-term incentives, or for Non-Executive Directors -

3
retainers, meeting fees, committee service) for Directors, on average, to be at or near market median.
In addition, we consider Stellantis’s relative size and scope against those of our peers in assessing
and setting our pay levels and program designs for our Directors. An individual compensation element
or an individual’s total direct compensation may be positioned above or below the market median
because of his or her specific responsibilities, experience and performance.

The CompensationRemuneration Committee reviews each year the compensation peer group and
potentialfor compensation peer companies that operate in similar industries and
geographiescomparisons and makes any updates as needed to align with whom the established
criteria and Company is most likely to compete for talent at the executive levelstrategy. Any changes
to the compensation peer group will be disclosed in the annual Remuneration Report.

5. Internal Pay Ratios

When determining the total compensation of the Executive Directors, the CompensationRemuneration
Committee considers the internal pay ratio of the appropriate external benchmark and our position
within the external benchmark. In addition, the Company considers increases provided to other
employees.

In line with the DCC and the Dutch Corporate Governance Code (‘DCGC”), the CEO pay ratio and the
trend is disclosed in the annual Remuneration Report. The basis of the pay ratio comparison uses the
Dutch methodology of average employee compensation.

6. Overview of Remuneration Element

The remuneration structure for Executive Directors provides a fixed component as well as short and
long-term variable components. In addition, post-employment benefits and other customary fringe
benefits are provided. The Company believes that such a remuneration structure promotes the
interests of the Company in the short and the long-term and is designed to encourage the executive
directors to act in the best interests of the Company and not in their own interests. In determining the
level and structure of the compensation of the Executive Directors, the Non-executiveExecutive
Directors will take into account, among other things, the financial and operational results as well as
other business objectives of the Company. The Company establishes target compensation levels
using a market-based approach and periodically benchmarks its executive compensation program
against peer companies and monitors compensation levels and trends in the market.

Non-executiveExecutive Directors will receive fixed payments only and no variable compensation.
Customary fringe benefits may apply.

Executive Directors’ remuneration consists of the following primary elements:

4
 Element Purpose Description
Base Salary Provides a fixed level of Base salary is based on scope of job responsibilities,
earnings to attract and retain experience of the Executive Director and the competitive
Executive Directors market.

Company’s policy is to periodically benchmark comparable

salaries paid to other executive directorsExecutive
Directors in its compensation peer group.

Base salary increases are not guaranteed for

Executive Directors and their services agreements
do not contemplate automatic base salary
increases.
Short Term To focus on and drive the At risk pay, subject to achievement of annually pre-
Incentive – business priorities established challenging financial and other business plan
Annual company-wide for the objectives.
Bonus current year
Threshold, target and upper limit performance and
Motivates executives to corresponding pay-out levels are set competitively versus
achieve performance peer pay practices for each financial objectiveand other
objectives that are critical to business plan objectives.
our annual operating and
strategic plans Scenario analyses performed to align short term variable
pay to the actual annual operating performance.

Long Term Drive and rewards long term Two components; performance share units and restricted
Incentive value creation linked to the share units both subject to acceptable individual
Company’s strategy performance.

Aligns Executive Board and Performance share units: subject to achievement of

shareholder and other predetermined performance and marketother business
stakeholders’ plan objectives covering a three-year period.
interests

Threshold, target and upper limit performance and

corresponding pay-out levels are set competitively versus
peer pay practices for each performance and market
objective.

Equity awards granted in 2020 and beyond, will be subject

5
 to a holding period of five years.

Post – Provides Customary retirement income and severance benefits

Employment Executiveexecutive future consistent with competitive offerings of appropriate peer
Benefits income security group

Other Provides benefits in line Benefits that Executive Directors typically receive include
Benefits with usual and customary personal use of aircraft, company cars, personal home
fringe benefitbenefits in security, tuition reimbursement, medical insurance,
order to attract and retain accident insurance, tax preparation and financial
Executive Directors counselling, and tax equalization when applicable

6
Base Salary

As described above, base salary takes into consideration the Executive Director’s skills, experience, scope
of responsibilities, and the competitive market. The Company’s policy is to periodically benchmark
comparable salaries paid to other executive directorsExecutive Directors in its compensation peer group.
Base salary increases are not guaranteed for Executive Directors and their agreements do not
contemplate automatic base salary increases. Salary increases will be made taking into account those
awarded to the Company’s wider employee population.

Variable Components

Our Executive Directors are eligible to receive variable compensation, contingent on the achievement of
pre-established, operating and financial performance and other business plan targets. The variable
components of our Executive Directors’ remuneration, both short and long-term, are linked to
predetermined, measurable objectives which serve to motivate strong performance and shareholder
returns and are approved by the Non-Executive Directors. The Non-Executive Directors believe that
placing significantly more weight on the long-term component is appropriate to align the Executive
Directors’ efforts and the Company’s strategy, long-term interests and sustainability. The Company aims to
select stable performance objectives throughout the normal business cycle.

Scenario analyses are carried out annually to examine the relationship between the performance criteria
chosen and the possible outcomes for the variable remuneration of the Executive Directors. Such analyses
help ensure a strong link between remuneration and performance and serve as a check on whether
chosen performance criteria strongly supports the Company’s strategic objectives and are appropriate
under both the short-term and long-term incentive components of total remuneration.

In case an Executive Director is hired from outside the FCAStellantis Group, there is flexibility to award
additional cash if and where necessary to compensate forfeiture of incentive awards upon leaving existing
employment.

Short-Term Variable Incentives

The primary objective of the short-term variable incentive is to motivate achievement of the business
priorities for the current year. The CEO and CFO areis eligible to participate in the annual incentive plan.
The Chairman does not participate.

The CEO’s and CFO’s short-term variable incentive is based on achievement of annual financial and other
business plan objectives proposed by the CompensationRemuneration Committee and approved by the
Non-Executive Directors at the beginning of each year. The short-term variable incentive program applies
rigorous performance measures to ensure a link between annual payout and Company performance.

7
Our Methodology for Determining Annual CEO Bonus AwardsAward

The bonus elements and calculations for the CEO and CFO follow the same philosophy for all Bonus
Plan eligible employees, except for the individual performance factor that applies to other bonus eligible
employees. When determining the CEO’s and CFO’s annual short-term incentive compensation, the
CompensationRemuneration Committee and the Non-Executive Directors:
 select challenging objectives from those included in the annual operating plan approved by the
Board

 determine the weighting of each objective

 review the performance actually delivered to determine the appropriate overall measurement of
achievement of the objectives

 approve the final bonus calculation

The targeted incentive for the annual bonus program is determined upon a periodic review of
appropriate benchmarks. The CEO’s targeted incentive is 150200% of base salary with a range of 0%
of base salary if threshold objectives are not met to a maximum of 300400% of base salary for
overachievement of objectives. The CFO’s targeted incentive is 100% of base salary with a range of
0% of base salary if threshold objectives are not met to a maximum of 150% of base salary for
overachievement of objectives.

If upon a competitive review of each compensation element, the targeted and maximum short-term
incentives warrant an adjustment to remain competitive, the Remuneration Policy reserves the right for
the Board to make such adjustments, which will be reported in the Remuneration Report.

Long-Term Variable Incentives

Long-term incentive compensation is a critical component of the Company’s Executive Directors’

8
compensation structure. This compensation component is designed to:

 align the interests of our Executive Directors and other key contributors with the interests of our
shareholders and other stakeholders;
 motivate the attainment of Company financial and other performance goals and reward
sustained long-term value creation; and
 serve as an important attraction and long-term retention tool that management and the
CompensationRemuneration Committee uses to strengthen loyalty to the Company.

All employee equity awards, including those of the Executive Directors, are governed by the Fiat
Chrysler AutomobilesStellantis N.V. Equity Incentive Plan (“EIP”). The EIP is an umbrella plan,
specifying the general terms and conditions applicable to all long-term incentive equity awards. The
EIP is an integral part of the Remuneration Policy and is also available on the Company’s website
.www.stellantis.com.

When determining the Executive Directors long-term incentives, the CompensationRemuneration

Committee and the Non-Executive Directors, within the scope of the EIP and shareholder authorization:

 select challenging objectives from those included in the EIP

 determine the weighting of each objective

 review the performance actually delivered to determine the appropriate overall measurement of
achievement of the objectives

 approve the final equity award determination

The targeted incentive for the annual bonus program is determined upon a periodic review of
appropriate benchmarks. All equity awards are subject to acceptable individual performance. The
targeted long-term incentive award for the Chairman is 300% of base salary to a maximum of
450390% of base salary, and for the CEO it is 625600% of base salary to a maximum of 925780% of
base salary, for the CFO it is 200% of base salary with a maximum of 300% of base salary..

For the Chairman and CEO’s equity awards:

 75% of award is performance share units which are linked to approved Company
performance goals in line with the Strategic Business Plan.
 25% of award is restricted share units which are linked to continued employment

For the CFO’s equity awards:

 67% of award is performance share units which are linked to approved Company
performance goals in line with the Strategic Business Plan

9
  33% of award is restricted share units which are linked to continued employment

Vesting of all equity awards for Executive Directors is dependent on a three-year performance period.
Equity granted in 2020 and beyond will be subject to a holding period of five years.

If upon a competitive review of each compensation element, the targeted and maximum long-term
incentives warrant an adjustment to remain competitive, the Remuneration Policy reserves the right for
the Board to make such adjustments, which will be reported in the annual Remuneration Report.

Recoupment of Incentive Compensation (Claw back Policy)

The Board is dedicated to maintaining and enhancing a culture focused on integrity and accountability.
Employment and services agreements with members of management, including its executive officers,
and also the Equity Incentive Plan, allow the Company to recover, or “claw back”, incentive
compensation, including the ability to retroactively adjust if any cash or equity incentive award is
predicated upon achieving financial results and the financial results were subject to an accounting
restatement. In addition, the Executive Directors and each of the Company’s executive officers will repay
net amounts received for their annual bonuses, restricted share units and performance share units if,
after payment, (i) FCAStellantis restates its financial statements for any vesting or performance period
covered by the compensation (a “covered period”), (ii) the Board determines that circumstances existed
during a covered period that, if known, would have constituted “cause”, as defined in the executive’s
employment agreement, or (iii) the executive engaged in certain conduct during the covered period that
has been materially injurious to the Company.

Post-Employment Benefits

The Executive Directors may participate in the same Company sponsored retirement and savings
programs and health care benefits available to other executives and all salaried employees of the
country where they are employed. Supplemental retirement provisions may apply in line with
executive level benefits compared to peer companies in the country where employed.

Severance Benefits

In the event of an involuntary termination of employment other than for cause, Executive Directors
may receive up to a maximum of twelve months’ base salary, in accordance with the DCGC. If upon
appointment to the Board, legacy severance benefit arrangements are in place for an Executive
Director, these may be respected upon approval of the Compensation Committee. Payment of a
severance benefit is contingent upon the Executive Director complying with restrictive covenants such
as non-competition and non-solicitation. Separation benefits may also include prorated vesting of
equity awards in the event of death, disability or involuntary termination by the Company unless for
cause. In addition, if within twenty-four months following a change of control the, Executive Director’s
services are involuntarily terminated by the Company (other than for cause), or are terminated by the
Executive Director for good reason, the Executive Director is entitled to receive the applicable
severance and accelerated vesting of outstanding equity awards under the EIP.
10
Fringe Benefits[C1]

We offer customary perquisites and fringe benefits to our executive directorsExecutive Directors,
which may include personal use of aircraft, company car and driver, personal/home security, medical
insurance, accident and disability insurance, tax preparation, tuition reimbursement, and financial
counseling. If as a result of the Executive Directors’ global roles in the Company, employment income
arises in multiple countries, the Executive Directors may participate in the Company’s tax equalization
policy for globally mobile employees, which provides for tax equalization to the country where the
Executive Director is employed.

7. Stock related provisions

Ownership and Retention

Our Board recognizes the critical role that executive stock ownership and retention has in aligning the
interests of management with those of shareholders. In 2019, the Board approved stock ownership
and retention guidelines for Executive Directors. Executive directors are required to own an aggregate
value of shares not less than a minimum multiple of their base salary. Executive Directors are
required to meet their required level of ownership prior to February 21, 2024. For grants made in
2020,December 31, 2025 Executive Directors are required to retain one hundred percent (100%) of
net, after-tax shares of Common stock issued upon vesting and settlement of any equity awards
granted until the fifth (5th) anniversary of the grant date of such award. If upon appointment to the
Board, legacy stock ownership and retention guidelines arrangements are in place for an Executive
Director, these may be respected upon approval of the Compensation Committee.

Insider Trading Policy

The Company maintains an insider trading policy applicable to all directorsDirectors, employees,
members of the households and immediate family members (including spouse and children) of persons
listed and other unrelated persons, if they are supported by the persons listed. The insider trading policy
provides that the aforementioned individuals may not buy, sell or engage in other transactions in the
Company’s stock while in possession of material non-public information; buy or sell securities of other
companies while in possession of material non-public information about those companies they become
aware of as a result of business dealings between the Company and those companies; disclose material
non-public information to any unauthorized persons outside of the Company; or engage in hedging
transactions through the use of certain derivatives, such as put and call options involving the Company’s
securities. The insider trading policy also restricts trading by specified individuals to defined window
periods which follow the Company’s quarterly earnings releases.

Prohibition on Short Sales (Anti-hedging)

To ensure alignment with shareholders' interest and to further strengthen our compensation risk
management policies and practice, the Company’s insider trading policy prohibits all individuals to
whom the policy applies from engaging in a short sale of the Company's or its subsidiaries' securities
and derivatives (such as options, puts, calls, or warrants).
11
8. Terms of engagement management

The Company’s current Remuneration Policy is that Executive Directors are engaged for an indefinite
period of time and are employed at will, meaning either party can terminate the relationship at any time.

9. Remuneration Policy for Non-Executive Directors

Remuneration of Non-Executive Directors is fixed and not dependent on the Company’s financial
results. Non-Executive Directors are not eligible for variable compensation and do not participate in any
incentive plans.

The annual remuneration for the non-executive directorsNon-Executive Directors to be paid in cash is:

 $€200,000 for each non-executive directorNon-Executive Director

 An additional $€10,000 for each member of the Audit Committee and $20€25,000 for the Audit
Committee Chairman

 An additional $€5,000 for each member of the CompensationRemuneration Committee and

the Governance and Sustainability Committee and $15€10,000 for the
CompensationRemuneration Committee Chairman and the Governance and Sustainability
Committee Chairman

 An additional $25€50,000 for the lead independent directorSenior Independent Director

 Subject to taxes related to imputed income, if any, each non-executive directorNon-Executive

Director is entitled to an automobile perquisite of one (1) assigned company-furnished vehicle,
rotated semi-annually, and allowancesdiscounts on the purchase or lease of Company
vehicles.

 Stock ownership requirement equivalent to one year of base compensation (€200,000)

10. Derogation

The Board may, upon recommendation of the CompensationRemuneration Committee, deviate from
the policy if exceptional circumstances provide valid reasons to do so and may only be temporary until
a new policy is adopted. Exceptional circumstances are circumstances in which deviation is, in the
opinion of the Board, necessary to serve the long-term prospects and sustainability of the Company
and/or the Group. This may concern all aspects of the policy. including exceptional short-term and long-
term incentive awards. Deviations shall be aligned with the main objectives of the policy applying a
consistent approach.

In general, if upon appointment to the Board, legacy arrangements are in place for an Executive Director
which are not in line with this policy, these may be respected upon approval of the Compensation
Committee. This also applies to the situation where contractual commitments entered into are at some
12
point no longer in compliance with the policy as a result of changes made thereto after granting of the
relevant remuneration component.

Finally, above-market levels of remuneration may be awarded to retain or secure an individual who is
considered to have the skill or experience that is critical to delivering the Company strategy.

*****

13