IVECO GROUP N.V.


COMPANY FINANCIAL STATEMENTS

At 31 December 2021






















TABLE OF CONTENTS




BOARD OF DIRECTORS AND AUDITOR 

BOARD REPORT

4

IVECO GROUP N.V. FINANCIAL STATEMENTS AT 31 DECEMBER 2021

30

INCOME STATEMENT

31

STATEMENT OF FINANCIAL POSITION

32

STATEMENT OF CASH FLOWS

33

STATEMENT OF CHANGES IN EQUITY

34

NOTES TO THE COMPANY FINANCIAL STATEMENTS

35

OTHER INFORMATION

44

INDEPENDENT AUDITOR'S REPORT

45

BOARD OF DIRECTORS

AND AUDITOR


BOARD OF DIRECTORS(a)

INDEPENDENT AUDITOR

Ernst & Young Accountants LLP

Chair

Suzanne Heywood

Chief Executive Officer

Gerrit Andreas Marx

Directors

Lorenzo Simonelli(1) (*)

Tufan Erginbilgic(2) (3) (**)

Essimari Kairisto(1) (**)

Linda Knoll(2) (3)

Alessandro Nasi(2) (3)

Olof Persson(1) (**)

(a)From 16 June 2021 (the Company’s incorporation date) until 31 December 2021 the Board of Directors was comprised of four managing Directors, all appointed at the incorporation of the Company and whose term of appointment was indefinite: Mr. Oddone Incisa Della Rocchetta (Managing Director, Chairperson), Ms. Monica Ciceri, Mr. Roberto Russo and Mr. Andreas Georg Weishaar (Managing Directors). As of 1 January 2022, upon completion of the Demerger, all the managing Directors resigned and were replaced by two Executive Directors and six Non-executive Directors, appointed for an initial term ending at the Annual General Meeting of the Company to be held in 2023.

(1)    Member of the Audit Committee 

(2)    Member of the Human Capital and Compensation Committee

(3)    Member of the Environmental, Social and Governance (“ESG”) Committee


(*)      Independent Director and Senior Non-Executive Director

(**) Independent Director



BOARD REPORT


COMPANY HISTORY AND  PURPOSE

History

Iveco Group N.V. (the “Company” and together with its subsidiaries the “Iveco Group” or the “Group”) was incorporated as a public limited company (naamloze vennootschap) under the laws of the Netherlands on 16 June 2021. The Company’s corporate seat is in Amsterdam, the Netherlands, and its principal office and business address is Via Puglia n. 35, Turin, Italy. The Company is registered with the trade register of the Chamber of Commerce of the Netherlands (Kamer van Koophandel) under number 83102701. The Netherlands is the Company’s home member state for the purposes of the EU Transparency Directive (Directive 2004/109/EC, as amended by Directive 2013/50/EU), as a consequence of which the Company will be subject to the DFSA in respect of certain ongoing transparency and disclosure obligations.

The Company, 100% owned by CNH Industrial N.V. (“CNH Industrial” and together with its subsidiaries the “CNH Industrial Group”) upon incorporation, was formed in the context of the separation of the Commercial and Specialty Vehicles business, the Powertrain business as well as the related Financial Services business (together the “Iveco Group Business”) from CNH Industrial N.V.. The separation was realized in accordance with Section 2:334a (3) of the Dutch Civil Code (Burgerlijk Wetboek) by way of a legal statutory demerger (juridische afsplitsing) (the “Demerger”). The Demerger became effective on 1 January 2022 (the “Effective Date”), and the Company ultimately began to act as a holding for the Iveco Group, also providing for central treasury activity in the interest of Group’s subsidiaries.

As part of the Demerger and by operation of law, each holder of common shares in the share capital of CNH Industrial (the CNH Common Shares) received one Common Share for every five CNH Common Shares held (the Allotment Ratio) on 31 December 2021 (the Demerger Record Date) (such holder of CNH Common Shares on the Demerger Record Date being a CNH Shareholder). Each CNH Shareholder that, in addition to holding CNH Common Shares, was registered in the loyalty register of CNH Industrial (the CNH Loyalty Register) was registered in the loyalty register of the Company (the Loyalty Register) for the corresponding number of Common Shares pursuant to the Allotment Ratio. If such CNH shareholder also held CNH Special Voting Shares, it, by operation of law, received a number of Special Voting Shares equal to the number of Common Shares for which it was registered in the Loyalty Register (the receipt of Common Shares and, if applicable, Special Voting Shares by CNH Shareholders as part of the Demerger being the Share Allocation). If such CNH Shareholder was registered in the CNH Loyalty Register electing to receive CNH Special Voting Shares upon completion of the required holding, it also is registered in the Loyalty Register electing to receive Special Voting Shares upon completion of the required holding period, whereby the holding period to receive Special Voting Shares shall be shortened by the period of time by which such holder of Common Shares had already been registered in the CNH Loyalty Register. Following the Demerger (and as a result of the same), CNH Shareholders at the Demerger Record Date were the shareholders of two independent public companies: CNH Industrial and the Company.

On 3 January 2022, the Company’s common shares started trading on Euronext Milan (previously named the Mercato Telematico Azionario), a regulated market operated by Borsa Italiana S.p.A. in Milan, Italy. Effective from the Demerger, the Company is not anymore owned by CNH Industrial. All shares in the Company issued upon incorporation to CNH Industrial were cancelled as part of the Demerger. As a result of the listing, the company became a Dutch Public Interest Entity (OOB) on 3 January 2022.

During 2021, the Company only incurred certain expenses, principally relating to legal and professional services in connection with its start-up activities as future holding and treasury of the Iveco Group, without performing any other activities.


Purpose

Starting from the Demerger, the Company is the holding of the Iveco Group, engaged in the design, production, marketing, sale, servicing, and financing of trucks, commercial vehicles, buses and specialty vehicles for firefighting, defense and civil protection, as well as combustion engines, alternative propulsion systems, transmissions and axles for those vehicles and engines and alternative propulsion systems for agricultural and construction equipment and for marine and power generation applications. The Group has manufacturing, commercial and financial services companies located in 36 countries.

The Group’s segments consist of: (i) Commercial and Specialty Vehicles, (ii) Powertrain, and (iii) Financial Services. The Group’s Industrial Activities include the Group’s entire enterprise without Financial Services (Commercial and Specialty Vehicles, Powertrain, and the Company, including the treasury operations). The Group generates revenues and cash flows principally from the sale of vehicles to dealers and distributors and engines to third parties. Financial Services provides a range of financial products focused on financing the sale and lease of vehicles to the Group’s dealers and their customers.


RISK FACTORS

The following risks could cause the Company and the Group actual results to differ materially from past and projected future results as disclosed in the Prospectus prepared in connection with the Demerger and the first admission to listing and trading of all the common shares in the share capital of the Company. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of the Group businesses. Risk appetite, impact of the risks, controls and any improvements to the risk management system will be disclosed in the Annual Report at 31 December 2022, which will cover the activity of Iveco Group N.V. as holding of the Group following the Demerger occurred on 1 January 2022.

The Group may have difficulties implementing its growth strategy and may not realize all of the anticipated benefits from being separated from the CNH Industrial Off-Highway business and cost management initiatives.

The Group’s ability to increase its revenues and pursue growth and development objectives depends on the Group’s success in carrying out its growth strategy, which includes simplifying its business and increasing its productivity, efficiency, and cash flow, all of which it expects will have a positive long-term effect on its business, results of operations, and financial condition. The Group’s strategy originates from CNH Industrial’s announced decision to separate its Iveco Group business and also includes the Group’s simplification process related to its product portfolio. There can be no assurance that these initiatives or others will be beneficial to the extent anticipated, or that the estimated efficiency or cash flow improvements will be realized as anticipated or at all.

Competitive activity, or failure by the Group to respond to actions by its competitors, could adversely affect its results of operations.

The Group operates in highly competitive global and regional markets. Depending on the particular country and product, the Group competes with other international, regional and local manufacturers and distributors of commercial and specialty vehicles and powertrains. The Group’s global competitors have substantial resources and may be able to provide products and services at little or no profit, or even at a loss, to compete with the Group’s product and service offerings. The Group competes primarily on the basis of product performance, innovation, quality, distribution, customer service, and price. Aggressive pricing or other strategies pursued by competitors, unanticipated product or manufacturing delays, quality issues, or the Group’s failure to price the Group’s products competitively, could adversely affect the Group’s business, results of operations, and financial position.

The COVID-19 pandemic could materially adversely affect the Group’s business, financial condition, results of operations and/or liquidity

The extent to which the COVID-19 pandemic will impact the Group’s business, financial condition, results of operations and/or liquidity will depend on the scale, duration, severity and geographic reach of future developments, which are highly uncertain and cannot be predicted, including notably the possibility of a recurrence or “multiple waves” of COVID-19 or the emergence of new variants. There have been instances of re-imposed local lockdowns where infection rates have started to increase again and there is a risk that widespread measures such as strict social distancing and curtailing or ceasing normal business activities may be reintroduced in the future until effective treatments or vaccines have been deployed. Uncertainties also include: disruptions in the supply chain in one or more key components that are impossible to be replaced in the short and medium term, and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of key suppliers; the Group’s ability to meet commitments to its customers on a timely basis as a result of increased costs and supply challenges; the ability to receive goods on a timely basis and at anticipated costs; increased logistics costs; delays in the Group’s strategic initiatives as a result of the uncertain environment; possible legal claims related to personal protective equipment provided by the Group or alleged exposure to COVID-19 on the Group’s premises; absence of employees due to illness; the impact of the pandemic on the Group’s customers and dealers, and delays in their plans to purchase new vehicles; requests by the Group’s customers or dealers for, or government mandated, payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or declines in the Group’s financial performance, outlook or credit ratings, which could impact the Group’s ability to obtain funding in the future; and the impact of the pandemic on demand for the Group’s products and services as discussed above. In addition, the ultimate impact of the COVID-19 pandemic will also depend on any new information which may emerge concerning the severity of the COVID-19 pandemic, how quickly normal economic conditions and operations can resume, the severity and duration of the current recession, and any additional actions to contain the spread or mitigate the impact of the virus, whether government-mandated or elected by the Group.

Global economic conditions impact the Group’s businesses.

The Group’s results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, and the cost of commodities or other raw materials – which exist in the countries and regions in which the Group operates. Such macroeconomic factors vary from time to time and their effect on the Group’s results of operations and financial position may vary as well.

Further, escalating tensions between Russia and Ukraine and massive military actions between Russia and Ukraine could adversely impact macroeconomic conditions, give rise to regional instability and result in heightened economic sanctions from the U.S., EU, and UK which may adversely affect us and our business in Russia, Ukraine and potentially elsewhere in Eastern Europe, including possible restrictions on our ability to do business with certain vendors or suppliers as well as the ability to repatriate funds from the region. We have conducted business in jurisdictions that may be subject to trade or economic sanction regimes and such sanctions could be expanded. If we fail to comply with sanction regimes or other similar laws or regulations we could be subject to damages and potentially other financial penalties, suspension of licenses, or a cessation of operations at our businesses, as well as damage to our brands’ images and reputations.


The Group depends on suppliers for raw materials, parts, and components.

The Group relies upon approximately 2,000 suppliers for raw materials, parts, and components that the Group requires to manufacture its products. Although the Group does not always purchase raw materials directly, their overall consumption and general price trends are constantly monitored. The Group cannot guarantee that it will be able to maintain access to raw materials, parts, and components, and in some cases, this access may be affected by factors outside of the Group’s control and the control of its suppliers. Certain components and parts (like engine control units, after treatment systems) used in the Group’s products may be acquired from single suppliers and cannot be quickly sourced from other suppliers. Significant disruptions to the supply chain resulting from shortages of raw materials, components, and whole-goods can adversely affect the Group’s ability to meet customer demand.

The Group’s existing operations and expansion plans in emerging markets could entail significant risks.

The Group’s ability to grow its businesses depends to an increasing degree on its ability to increase market share and operate profitably worldwide and, in particular, in emerging market countries, such as Brazil, Russia, China, Argentina, Turkey, and South Africa. In addition, the Group may pursue this strategy by increasing its operations and use of suppliers in such countries. These strategies will require a significant investment of capital and other resources and may expose the Group to multiple risks. In particular, Brazil and Argentina are exposed to currency fluctuation and hyper-inflation risks and China, Russia, Turkey and South Africa are exposed to risks relating to conflicting cultural practices and changes to legal requirements, including those related to tariffs, trade barriers, investments, property ownership rights, taxation, and sanction and export control requirements. For example, the Group may encounter difficulties in obtaining necessary governmental approvals in a timely manner. In addition, the Group may experience delays and incur significant costs in constructing facilities, establishing supply channels, and commencing manufacturing operations. Further, customers in these markets may not readily accept the Group’s products as compared with products manufactured and commercialized by the Group’s competitors. The emerging market countries may also be subject to a greater degree of economic and geopolitical volatility that could adversely affect the Group’s financial position, results of operations and cash flows. Many emerging market economies have experienced slower growth, volatility, and other economic challenges in recent periods and may be subject to a further slowdown in gross domestic product expansion and/or be impacted by domestic political or currency volatility, potential hyper-inflationary conditions, and/or increase of public debt. Exposure to conflicts in markets where the Groups has ongoing operations or commercial activities may at any time affect continuity of business operations and require the adoption of decisions that may negatively affect the Groups’ financial position and profitability despite the efforts to minimize such exposure.

Dealer equipment sourcing and inventory management decisions could adversely affect the Group’s sales.

The Group sells the majority of its commercial vehicles through independent dealers and is subject to risks relating to their inventory management decisions and operating and sourcing practices. The Group’s dealers carry inventories of finished products and parts as part of ongoing operations and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used vehicles inventory. If the Group’s dealers’ inventory levels are higher than they desire, they may postpone product purchases from the Group, which could cause the Group’s sales to be lower than the end-user demand for the Group’s products and negatively impact its results. Similarly, the Group’s sales could be negatively impacted through the loss of time-sensitive sales if the Group’s dealers do not maintain inventory sufficient to meet customer demand. Further, dealers who carry other products that compete with the Group’s products may focus their inventory purchases and sales efforts on goods provided by other suppliers due to industry demand or profitability. Such inventory adjustments and sourcing decisions can adversely impact the Group’s sales, results of operations, and financial condition. These dealers may exert pressure on the level of dealer margins and incentives, thus eroding the Group’s profitability. They may also encounter financial difficulties that could restrict them from selling the Group’s products or services, and/or require the Group to provide support or investment leading to increased costs. In addition, if financial difficulties affect a significant number of dealers in a region, the Group’s sales in that region as a whole could be adversely affected or require it to incur significant investment to seek out new dealers in that region. This risk is more acute in regions with only a single company dealer.

The Group’s results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations.

In the ordinary course of business, the Group is involved in litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, product performance, asbestos, personal injury, engine emissions and/or fuel economy regulatory and contract issues, and environmental claims. The Group is defendant in various follow-on damages claims in various jurisdictions in EU, U.K., and Israel, for face value amounts that at this time are difficult to be assessed for various reasons (including, but not limited to, the fact that in many instances judicial claims are filed also in respect of other defendants or that claimants have not included an assessment of the damages allegedly suffered), but that may be collectively or individually (as the case may be) significant. The ultimate outcome of such claims, including the amount of any damages, is impossible to predict. An adverse outcome on any of these claims could materially and adversely affect the Group’s results of operations and financial condition. The industries in which the Group operates are also periodically reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims. The ultimate outcome of these legal matters pending against the Group is uncertain, and although such legal matters are not expected individually to have a material adverse effect on the Group’s financial position or profitability, such legal matters could, in the aggregate, in the event of unfavorable resolutions thereof, have a material adverse effect on the Group’s results of operations and financial condition. Furthermore, the Group could in the future be subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on the Group’s results of operations in any particular period. In addition, while the Group maintains insurance coverage with respect to certain risks, it may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against claims under such policies. The Group establishes reserves based on its assessment of contingencies, including contingencies related to legal claims asserted against it. Subsequent developments in legal proceedings may affect the Group’s assessment and estimates of the loss

contingency recorded as a reserve and require the Group to make payments that exceed its reserves, which could have a material adverse effect on its results of operations and/or financial position.

The Group’s information technology systems and networks may be subject to intentional and unintentional disruption, which could interfere with its operations, compromise confidential information, negatively impact the Group’s corporate reputation, and expose the Group to liability.

The Group’s business activities rely upon information technology (IT) systems and networks, some of which are managed by third parties. These systems include supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of the Group’s products and from customers of its Financial Services business, and connectivity services with and among vehicles. The Group uses information technology systems to record, process and summarize management and financial information and results of operations for internal reporting purposes and to comply with regulatory, financial reporting, legal and tax requirements. Additionally, the Group collects and stores sensitive data, including intellectual property, proprietary business information and the proprietary information of the Group’s customers, suppliers and dealers, as well as personally identifiable information of its dealers, customers and employees, in data centers and on information technology networks. Operating these information technology systems and networks, and processing and maintaining these data, in a secure manner, are critical to the Group’s business operations and strategy.

The Group’s IT systems may be subject to damage and/or interruption from, among other things, power outages; computer, network, and telecommunications failures; computer viruses; security breaches and usage errors by its employees. If the Group’s IT systems are damaged or cease to function properly, the Group may have to make a significant investment to fix or replace them and may suffer loss of critical data and disruptions or delays in its operations. Increased IT security threats (e.g. worms, viruses, malware, phishing attacks, ransomware, and other malicious threats) and more sophisticated computer crime pose a risk to the security of the Group’s systems and networks and the confidentiality, 7 availability, and integrity of the Group’s data. Cybersecurity attacks could also include attacks targeting customer data or the security, integrity, and/or reliability of the hardware and software installed in the Group’s products. The foregoing risks are heightened in the current environment where a material percentage of the Group’s employees have been and continue to work from home due to the COVID-19 pandemic.

While the Group actively manages IT security risks within the Group’s control through security measures, business continuity plans, and employee training around phishing and other cyber risks, there can be no assurance that such actions will be sufficient to mitigate all potential risks to the Group’s systems, networks, data, and products. Furthermore, third parties on which the Group relies, including internet, mobile communications technology, and cloud service providers, could be sources of IT security risk to the Group. The Group and third parties may not be able to anticipate evolving techniques used to penetrate or evade security protocols (which techniques change frequently and may not be known until a cyber-attack is launched), or prevent attacks by hackers, including phishing or other cyber-attacks, or prevent breaches due to employee error or malfeasance, in a timely manner, or at all. Cyber-attacks have become far more prevalent in the past few years, leading potentially to the theft or manipulation of confidential and proprietary information or loss of access to, or destruction of, data on the Group’s or third-party systems, as well as interruptions or malfunctions in the Group’s or third parties’ operations.

A failure or breach in security, whether of the Group’s systems and networks or those of third parties on which the Group relies, could expose the Group and its customers, dealers and suppliers to risks of misuse of information or systems, the compromising of confidential information, loss of financial resources, manipulation and destruction of data, defective products, production or distribution downtimes or disruption or other operational disruptions, which in turn could adversely affect the Group’s reputation, competitive position, businesses and results of operations. Security breaches could also result in litigation, regulatory action, unauthorized release of confidential or otherwise protected information and corruption of data, as well as remediation costs and higher operational and other costs of implementing further data protection measures. In addition, as security threats continue to evolve, the Group is likely to invest additional resources to protect the security of its systems and data. The amount or scope of insurance coverage the Group maintains may be inadequate to cover claims or liabilities relating to a cybersecurity attack.

The Group may not succeed in adequately protecting its intellectual property and know-how.

The Group possesses a significant number of patents, know-how, trade secrets, and trademarks related to its products and services, and that number is expected to grow as its research and development activities continue. In this regard, the Group believes that it is of fundamental importance to safeguard the innovations reached through its efforts and investments in its products and processes through patent protection and other enforceable intellectual property rights to prevent any unauthorized use of its intellectual capital. Inadequate intellectual property protection or loss of intellectual property protection may restrict the Group’s ability to exploit its products, designs or technological advances profitably or may lead to a reduction in future income as other manufacturers may be able to manufacture and market products similar to those developed by the Group with fewer development expenses of their own, and hence more cost-effectively. This could harm the Group’s competitive position. Moreover, high costs may be incurred in responding to infringements of intellectual property or disclosure of misappropriations of the Group’s know-how and trade secrets. The occurrence of any of these events could have a material adverse effect on its results of operations and/or financial position.

The Group’s results and success are dependent in part upon its ability to attract, motivate and retain qualified personnel.

The Group’s ability to compete successfully, to manage its business effectively, to expand its business and to execute its growth strategy, depends, in part, on the Group’s ability to attract, motivate and retain qualified personnel in key functions and markets with the requisite education, skills, background, talents, and industry experience. Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, difficulty in recruiting new personnel, or the inability to integrate and retain qualified personnel, could impair the Group’s ability to execute its business strategy and could adversely affect its business.


The Group is subject to increasingly stringent environmental, health and safety laws that impose significant compliance costs.

The Group is subject to comprehensive and constantly evolving laws, regulations, and policies in numerous jurisdictions around the world. The Company expects the extent of legal requirements affecting its businesses and its costs of compliance to continue to increase in the future. Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict – and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also becoming increasingly strict. To comply with such laws, the Group makes significant investments in research and development and capital expenditures and expects to continue to incur substantial costs in the future.

Difficulty in obtaining financing or refinancing existing debt could impact the Group’s financial performance.

The Group’s performance will depend on, among other things, its ability to finance debt repayment obligations and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank loans and/or facilities and access to capital markets or other sources of financing like asset backed commercial paper (ABCP) transactions. A decline in revenues could have a negative impact on the cash-generating capacity of the Group’s operations. In addition, the Group’s investment strategies may at times require funds in excess of those generated by the Group’s operations. Consequently, the Group could find itself in the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable market conditions with limited availability of funding and a general increase in funding costs. Instability in global capital markets, including market disruptions, limited liquidity and interest rate and exchange rate volatility, could reduce the Group’s access to capital markets or increase the cost of the Group’s short and long-term financing. Any difficulty in obtaining financing on acceptable terms or at all could have a material adverse effect on the Group’s business, results of operations and financial position. The Group’s ability to access the capital markets or other forms of financing and related costs are highly dependent on, among other things, the credit rating of the Company and its subsidiaries’ asset-backed commercial paper and other debt instruments. Rating agencies may review and revise their ratings from time to time, and any downgrade or other negative action with respect to the Group’s credit ratings by one or more rating agencies may increase the Group’s cost of capital, potentially limit its access to sources of financing, and have a material adverse effect on its business, results of operations, and financial condition.

Restrictive covenants in the Group’s debt agreements could limit its financial and operating flexibility.

According to standard market practice, the agreements governing debt instruments, depending on the rating status of the debtor and market conditions at the time of the execution of such financing instruments, could contain covenants restricting the Group’s ability to, among other things: (a) incur additional indebtedness by certain subsidiaries; (b) make certain investments; (c) enter into certain types of transactions with affiliates; (d) sell or acquire certain assets or merge with or into other companies; and/or (e) pledge assets as security for other obligations. A breach of one or more of the covenants could result in adverse consequences that could negatively impact the Group’s businesses, results of operations, and financial position. These adverse consequences may include the triggering of cross-default clauses whereby other outstanding debt under other credit facilities of the Group existing at the time of such cross-acceleration, ultimately resulting in an obligation to redeem such indebtedness, termination of existing unused commitments by the Group’s lenders, refusal by the Group’s lenders to extend further credit under one or more of the facilities or to enter into new facilities or the lowering or modification of the Group’s credit ratings or those of one or more of its subsidiaries.

The Group is subject to exchange rate fluctuations, interest rate changes and other market risks.

The Group operates in numerous markets worldwide and is exposed to market risks stemming from fluctuations in currency and interest rates, including as a result of changes in monetary or fiscal policies of governmental authorities from time to time and in particular in emerging markets. The Group is subject to currency exchange risk to the extent that its costs are denominated in currencies other than those in which the Group earns revenues. In addition, the reporting currency for the Group’s consolidated financial statements is the euro, while the assets, liabilities, expenses, and revenues of those Group’s subsidiaries whose functional currency is different than euro, are denominated in other currencies. Therefore, increases or decreases in exchange rates between the euro and those other currencies affect the value of those items reflected in the Group’s consolidated financial statements, even if their value remains unchanged in their original currency. Changes in currency exchange rates between the euro and other currencies have had, and will continue to have, an impact on the Group’s results of operations and financial condition. The Group also faces risks from currency devaluations (which is a downward adjustment of a country’s official exchange rate) in emerging markets such as Brazil and Argentina. Such currency devaluations could result in a diminished value of liquidity funds denominated in the currency of the country suffering the devaluation.

The Group uses various forms of financing to cover the funding requirements of the Group’s Industrial Activities and for financing offered to customers and dealers by Financial Services. Financial Services normally implements a matching policy to offset the impact of differences in interest rates on the financed portfolio and related liabilities. Nevertheless, any future changes in interest rates can result in increases or decreases in revenues, finance costs, and margins.

Although the Group seeks to manage its currency risk and interest rate risk, including through hedging activities, there can be no assurance that it will be able to do so successfully, and the Group’s business, results of operations and financial position could be adversely affected. In addition, by utilizing these instruments, the Group potentially foregoes the benefits that may result from favorable fluctuations in currency exchange and interest rates.

As Financial Services provides financing for a significant portion of the Group’s sales worldwide, the Group’s operations and financial results could be impacted materially should negative economic conditions affect the financial services industry.

Negative economic conditions can have an adverse effect on the financial services industry in which Financial Services operates. Financial Services, through wholly-owned financial services companies, joint ventures and third party commercial agreements, provides financing for almost

25% of the Group’s sales worldwide. Financial Services may experience credit losses that exceed its expectations and adversely affect its financial condition and results of operations. Financial Services’ inability to access funds at cost-effective rates to support its financing activities could have a material adverse effect on the Group’s business. Financial Services’ liquidity and ongoing profitability depend largely on timely access to capital in order to meet future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities. Additionally, negative market conditions could reduce customer confidence levels, resulting in declines in credit applications and increases in delinquencies and default rates, which could materially impact Financial Services’ write-offs and provision for credit losses. Furthermore, Financial Services is exposed to a significant concentration of credit risk on receivables generated by Commercial and Specialty Vehicles segment sales. Financial Services may also experience losses that exceed its expectations caused by lower pricing for repossessed vehicles. Any of the foregoing could have a material adverse effect on the Group’s financial position, results of operations and cash flows.

The Loyalty Voting Program may affect the liquidity of Common Shares and reduce the Company’s share price.

The Company’s loyalty voting program is intended to reward Shareholders for maintaining long-term Common Share ownership by granting initial shareholders and persons holding Common Shares continuously for at least three years, the option to elect to receive Special Voting Shares (the Loyalty Voting Program). Special Voting Shares cannot be traded and, immediately prior to the transfer of Common Shares from such Loyalty Register, any corresponding Special Voting Shares shall be transferred to the Company for no consideration (om niet). This loyalty voting program is designed to encourage a stable Shareholder base and, conversely, it may deter trading by those Shareholders who are interested in gaining or retaining Special Voting Shares. Therefore, the loyalty voting structure may reduce liquidity of the Common Shares and adversely affect their trading price.

The Loyalty Voting Program may prevent or frustrate attempts by the Company’s shareholders to change the Company’s management and hinder efforts to acquire a controlling interest in the Company, and the market price of the Company’s Common Shares may be lower as a result.

The provisions of the Company’s articles of association establishing the Loyalty Voting Program may make it more difficult for a third party to acquire, or attempt to acquire, control of the Company, even if a change of control is considered favorably by Shareholders holding a majority of the Common Shares. As a result of the Loyalty Voting Program, a relatively large proportion of the voting power of the Common Shares could be concentrated in a relatively small number of shareholders who would have significant influence over the Company. In addition, following the Demerger, EXOR holds approximately 27% of the Company’s common shares and approximately 42% of the voting power in the Company. Such shareholders participating in the loyalty voting program could effectively prevent change of control transactions that my otherwise benefit Company’s shareholders.


IVECO GROUP COMMITMENT TO SUSTAINABILITY

Starting from the Demerger, the Company  is the holding of a group which has clearly defined sustainability objectives and strives to pursue those in a holistic manner, with a specific focus on the reduction of its carbon footprint related to products and processes, through a challenging decarbonization strategy. Other commitments are related to the safety of workers, employee welfare and wellbeing, diversity and inclusion, local community initiatives, the engagement of employees, suppliers, customers and other stakeholders and respect for human rights. These commitments are part of the sustainability plan, which includes both long and short-term targets and expresses the Company’s contribution to development in harmony with people and the environment. Clear responsibilities are defined for each target to ensure they are consistently monitored and achieved through actions and initiatives involving the key functions of the organization.

As regards its commitment to mitigate climate change, the Company aims to reduce CO2 and other air emissions through the proper management of climate-related risks and opportunities. The identification of such risks and opportunities and the analysis of global challenges led to the definition of a decarbonization strategy, in light of which the Company regularly reviews its business priorities and adapts its financial programming over the short, medium, and long-term.

The Company’s decarbonization strategy guides the development of its product portfolio and R&D efforts into new technologies (e.g., biofuels, electric drives, hydrogen fuel cells), often in collaboration with business partners, startups, and third-party experts. Within the Powertrain segment, internal combustion engines will continue to predominate in most industrial applications in the short term, and so the challenge is to further reduce emissions. In this regard, the Company believes natural gas (NG) will play an important role: currently the most widely available green fuel, NG-powered vehicles, are used extensively in on-road applications, and the technology is being extended into off-road, making NG an essential element in all emission reduction strategies in the years to come. Other fuels are showing potential in the field of decarbonization, such as dimethyl ether (DME) and hydrogenated vegetable oil (HVO), while modifying engines to offer the best solutions for a given area or application is likely to broaden the offering and integration of compressed natural gas (CNG) technology.

In the medium term, the focus will be on electric drive technologies, not as an alternative to internal combustion solutions, but as a way to further improve their performance, efficiency, and sustainability, developing different configurations depending on vehicle missions. In the near to medium term, hydrogen fuel cells represent the most promising electric drive technology for industrial, heavy-duty applications such as long-haul transport. FPT Industrial foresees a future built on mixed-energy use: energy sources have different characteristics and meet different needs, and so a variety of solutions will co-exist in the market. For this reason, the Company believes in remaining very open and pragmatic and adopting a multi-power approach.

To tackle climate change issues, the Company integrated a number of carbon-reduction initiatives and specific climate-related topics into the sustainability plan disclosed in the 2020 Sustainability Report of CNH Industrial, defining long-term strategic targets that will drive its business strategy. Examples of targets are:

2022: development of next-generation alternative fuel engines running on CNG and LNG, and compatible with biomethane, to further reduce CO2 emissions and total cost of ownership (TCO)

2022: focus on natural gas (NG) engine technologies to achieve ultra-low NOX emissions in urban applications

2023: development of next generation Electric Daily (including in-house production of e-drivelines and battery packs)

2023: development of full electric bus range

2023: implementation of mild hybrid solutions on diesel and CNG vehicles

2024: development of new full electric and fuel cell heavy range (including in-house production of e-axles)

2030: implementation of alternative (electric/hybrid) driveline technologies on all vehicles, to achieve -50% in CO2 emissions.

In addition, high safety standards are also a priority for on-road vehicles, as reflected in the design and development of vehicles with high-quality preventive, active, and passive safety features to maximize the protection of vehicle occupants, cargo, and other road users alike. This comprehensive approach is part of the Company’s daily challenge and commitment to continually raise safety standards for all road users. Accordingly, the research and development of safety systems focuses on three key areas:

driver assistance: devices that assist the driver both in normal conditions and when a warning is triggered

collision avoidance: systems activated during an emergency, providing maneuvering assistance to avoid collision

damage mitigation: devices activated to minimize damage when impact is unavoidable.

Currently, the Advanced Driver Assistance Systems offered by Commercial and Specialty Vehicles include Adaptive Cruise Control, Advanced Emergency Braking System, and Lane Departure Warning System (LDWS). Furthermore, following several studies on passive safety and biomechanics, light and medium commercial vehicles can optionally be fitted with Advanced Occupant Restraint Systems for enhanced protection in case of frontal impact, with the additional option of installing window airbags in light vehicles to protect occupants in the event of a side impact. An example of target to be reached by 2022 is the development of a restraint system in heavy vehicle cabs to improve driver biomechanics in case of frontal impact.


CORPORATE GOVERNANCE

Introduction

The Company is incorporated and organized under the laws of the Netherlands. Its common shares are listed on Euronext Milan, managed by Borsa Italiana S.p.A.

The Dutch Corporate Governance Code 2016 applies, on a comply or explain basis, to Dutch companies whose shares have been admitted to trading on a regulated market or comparable system (the “DCGC”). The DCGC did not apply to the Company for the period from its incorporation to 31 December 2021 during which period it was wholly owned by the Company. Upon the Demerger and in connection with the start of the trading of its common shares on Euronext Milan, the Company has adopted, except as discussed below, the DCGC, which contains principles and best practice provisions that regulate relations between the board of directors of a listed Dutch company and its shareholders.

In this Annual Report Iveco Group summarizes its overall corporate governance structure as it applies to the Company as of 1 January 2022. The Company discloses in this Annual Report, and intends to disclose in its future annual reports, any material deviation from the best practice provisions of the DCGC.

Compliance with Dutch Corporate Governance Code

While the Company endorses the principles and best practice provisions of the DCGC, its current corporate governance structure deviates from the following best practice provisions, only with respect to minor aspects as follows:

Under best practice provision 5.1.3, the chairman of the board should be an independent Non-Executive Director. The Company has adopted a one-tier governance structure with two Executive Directors and, in accordance with section 14(2) of the Articles of Association, the Board has granted to them, respectively, the title of ‘Chair’ and ‘Chief Executive Officer’. Subject to his appointment as Non-Executive Director at the AGM to be held in 2022, the Board shall entrust to an independent Non-Executive Director the duties attributed by the DCGC to the chairman of the management board in one-tier companies (or to the chairman of the supervisory board in two-tier companies). The Board shall grant to such independent Non-Executive Director the title of ‘Senior Non-Executive Director’ (so as to distinguish such Director from the Chairperson of the Company, who is an Executive Director). As a consequence, despite the difference in corporate titles, the Company believes it complies with best practice provision 5.1.3, as the current Senior Non-Executive Director satisfies the requirements described in best practice provision 5.1.3 of the DCGC.

Under best practice provision 2.3.4, more than half of the members of the committees should be independent within the meaning of best practice provision 2.1.8. For the ESG Committee and the Human Capital and Compensation Committee the majority of the members in those two committees is not independent. The Company is of the opinion that, this composition will enhance the effectiveness and constitute a fair and adequate representation of persons having the necessary expertise and experience, even if those persons would not, formally speaking, be considered ‘independent’ within the meaning of provision 2.3.4. The Board is expected to reassess the composition of its committees in the course of 2022. The Board has not appointed a vice-chairman in the sense of best practice provision 2.3.7 of the DCGC. Since the Company adopted a one-tier governance structure with a single management board comprised of Executive Directors and Non-Executive Directors, the Board has granted the title of ‘Chairperson’ to one Executive Director and designated as ‘Senior Non-Executive Director’ one of the Non-Executive Directors. The Senior Non-Executive Director is responsible for the proper functioning of the Board of Directors and its Committees. Furthermore, the Board Regulations provide that in the absence of the Senior Non-Executive Director any other Non-Executive Director chosen by a majority of the Directors present at a meeting shall preside at meetings of the Board of Directors. The Company considers the above sufficient to ensure that the role and function assigned by the DCGC to the vice-chairman is properly discharged.

Pursuant to best practice provision 4.1.8 of the DCGC, every Executive and Non-Executive Director nominated for appointment should attend the Annual General Meeting at which votes will be cast on his/her nomination. Since, pursuant to the Articles of Association, the term of office of Directors is approximately one year, such period expiring on the day the first Annual General Meeting of Company shareholders is held in the following calendar year, all members of the Board of Directors are nominated for (re)appointment each year. By publishing the relevant biographical details and curriculum vitae of each nominee for (re)appointment, the Company ensures that the Company's general meeting of shareholders is well informed in respect of the nominees for (re)appointment and in practice only the Executive Directors, and Non-Executive Directors nominated for the first time for appointment to the Board, will therefore attend the Annual General Meeting.

The Company does not have a retirement schedule as referred to in paragraph 2.2.4 of the DCGC. Pursuant to the Articles of Association, the term of office of Directors is approximately one year, such period expiring on the day the first Annual General Meeting of Company shareholders is held in the following calendar year.

Board of Directors

Upon completion of the Demerger, the Company has adopted a one-tier board structure comprising of executive and non-executive directors (the "Executive Directors" and "Non-Executive Directors" and each of them a "Director". The Executive Directors are primarily responsible for all day-to-day operations of the Company. The Non-Executive Directors supervise (i) the Executive Directors’ policy and performance of duties and (ii) the Company’s general affairs and its business, and render advice and direction to the Executive Directors. The Directors furthermore perform any duties allocated to them under or pursuant to the law or the Articles of Association. Each Director has a duty to the Company to properly perform the duties assigned to each Director and to act in its corporate interest. Under Dutch law, the Company’s corporate interest extends to the interests of all its stakeholders, including its shareholders, creditors, and employees.

The Board is the executive and supervisory body of the Company. It is entrusted with the management of the Company, supervises the general course of affairs in the Company and the business affiliated with the Company and is responsible for the continuity of the Company. The Board is accountable for these matters to the Company’s general meeting (the "General Meeting").

The Board’s responsibilities include, among other things, developing a view on long-term value creation by the Company, determining the Company’s strategy and risk management policy, appointing and dismissing the senior internal auditor, annual assessment of the way in which the internal audit function fulfils its responsibility and approving the audit plan drawn up by the internal audit function, ensuring compliance with legislation and regulations and the corporate governance structure of the Company, publishing the corporate structure of the Company and any other information required under Dutch law and the Dutch Corporate Governance Code.

The Board may perform all acts necessary or useful for achieving the Company’s objectives, with the exception of those acts that are prohibited by law or by the Articles of Association. Pursuant to the Articles of Association, the Board may allocate its duties and powers among the Directors pursuant to the Board Regulations or otherwise in writing, provided that the following duties and powers may not be allocated to the Executive Directors: (i) supervising the performance of the Executive Directors, (ii) making a nomination for the appointment of Directors, (iii) determining an Executive Director’s remuneration and (iv) recommending to the shareholders’ meeting the appointment of an auditor to audit the financial statements. Regardless of an allocation of tasks, all members of the Board remain collectively responsible for the proper management and strategy of the Company (including supervision thereof in case of Non-Executive Directors).

Pursuant to the Articles of Association, the general authority to represent the Company shall be vested in the Board, as well as in each of the Executive Directors to whom the title Chairperson or Chief Executive Officer has been granted. Furthermore, pursuant to the Articles of Association, the Board may appoint officers with general or limited power to represent the Company subject to the restrictions imposed on him or to grant one or more persons such titles as it sees fit. In addition, the Articles of Association provides that the Board may determine pursuant to the Board Regulations or otherwise in writing that one or more Directors can lawfully adopt resolutions concerning matters belonging to their duties within the meaning of Section 2:129a(3) of the Dutch Civil Code (DCC).

Dutch law provides that resolutions of the Board involving major changes in the Company’s identity or character are subject to the approval of the General Meeting.

The Articles of Association provide that the Board shall consist of three of more Directors and that the number of Executive Directors and the number of Non-Executive Directors shall be determined by the Board. Upon completion of the Demerger, the initial number of Directors is eight, comprising two Executive Directors and six Non-Executive Directors. It is the Company’s objective to have a Board comprising of nine Directors in the future by adding an independent Non-Executive Director as soon as a suitable candidate has been identified.

The Board may grant titles to Directors. The Board designated Lorenzo Simonelli, a Non-Executive Director, with the title Senior Non-Executive Director who is the chairperson of the Board as referred to by Dutch law and who shall ensure the proper functioning of the Board as a whole. In addition, the Board appointed, among its Executive Directors, Suzanne Heywood as chair, and Gerrit Andreas Marx as chief executive officer (the Chief Executive Officer or CEO).

All members of the Board are appointed by the General Meeting. The term of office of all members of the Board will be for a period of approximately one year after appointment, such period expiring on the day the first annual General Meeting is held in the following calendar year. The General Meeting has the power to dismiss any member of the Board at any time.

The General Meeting may at all times suspend or dismiss any Director. The Board may at all times suspend an Executive Director. A suspension may be extended one or more times, but may not last longer than three months in aggregate. If at the end of that period, no decision has been taken on the termination of the suspension or on dismissal, the suspension shall end. A suspension can be terminated by the General Meeting at any time.

There should be an appropriate balance between the number of Executive Directors and Non-Executive Directors. Moreover, independent Directors have an essential role in protecting the interests of all stakeholders. Their contribution will also be necessary for the proper composition and functioning of the Board committees, whose advisory functions include preliminary examination and formulation of proposals relating to areas of potential risk, such as prevention of potential conflicts of interest.

The composition of the Non-Executive Directors is such that they will be able to operate independently and critically with respect to one another, the Executive Directors, and any other particular interest involved, and in accordance with best practice provision 2.1.7 of the Dutch Corporate Governance Code.

Under Dutch law reporting rules, the Company is required to address diversity of the Board in its annual report or in the report of the Board (bestuursverslag): (i) composition of the board of directors by gender; (ii) objectives of the diversity policy; (iii) description of how the diversity policy is being implemented and the results thereof and (iv) if there is no diversity policy, this should be explained.

As of 1 January 2022, new legislation entered into force, requiring “large Dutch companies” to set an ‘appropriate and ambitious’ target for their management board, supervisory board and senior executives (the latter as determined by the company). If a company has adopted a one-tier board structure, the appropriate and ambitious target applies to both the executive and non-executive directors. At the time of completion of the Demerger, the Company did not qualify as a “large Dutch company”. The Company is expected to qualify as a “large Dutch Company” at the end of its second financial year as a listed company, on 31 December 2023 and will as of that moment start making the appropriate disclosures.

Notwithstanding already at date, with regard to diversity, the Company generally recognizes that more diverse boards are more effective in performing their monitoring and advisory activities, due to the variety of professional experience, perspectives, insights, skills and connections to

the outside world that diversity can add. While the Company believes its Board members are reasonably diverse upon completion of the Demerger, it will continue to consider enhanced diversity as a key future objective. The Board Regulations set out this principle in respect of making a nomination for the appointment of Directors.

Pursuant to Dutch law, there are limitations to the number of supervisory or non-executive positions persons can hold on the boards of directors of large Dutch companies. At the time of completion of the Demerger, even though the Company does not yet qualify as a “large Dutch company”, no member of the Board exceeds the maximum number of supervisory or non-executive positions.

The Board shall hold meetings on a regular basis at a time to be determined by the Board and whenever the Board of Directors have requested a meeting. Special meetings of the Board shall be held whenever called by direction of the chair of the Board or, in his or her absence, by the chief executive officer or by a majority of the directors then in office.

Composition of the Board

At 31 December 2021, the Board was comprised of the following four managing Directors, who had all been appointed at the incorporation of the Company with indefinite term of appointment: Oddone Incisa Della Rocchetta (Managing Director, Chairperson), Monica Ciceri, Roberto Russo, Andreas Georg Weishaar.

Upon completion of the Demerger, all those managing Directors resigned and were replaced by the following two Executive Directors and six Non-executive Directors, who were appointed for an initial term ending at the annual General Meeting of the Company to held in 2023:

Name

Position with the Company

Suzanne Heywood

Executive Director, Chairperson

Gerrit Andreas Marx

Executive Director, Chief Executive Officer

Tufan Erginbilgic

Independent Non-executive Director

Essimari Kairisto

Independent Non-executive Director

Linda Knoll

Non-executive Director

Alessandro Nasi

Non-executive Director

Olof Persson

Independent Non-executive Director

Lorenzo Simonelli

Independent Senior Non-executive Director

Biographical Details of the Executive Directors

Suzanne Heywood (Chairperson)

Suzanne Heywood became a Managing Director of EXOR in 2016. Prior to that she worked at McKinsey & Company which she joined as an associate in 1997 and left as a Senior Partner (Director) in 2016. Suzanne co-led McKinsey’s global service line on organization design for several years and also worked extensively on strategic issues with clients across different sectors. She has published a book, “Reorg,” and multiple articles on these topics and has also acted as a visiting lecturer at Tsinghua University in Beijing. Suzanne started her career in the U.K. Government as a Civil Servant in the U.K. Treasury. At the Treasury she worked as Private Secretary to the Financial Secretary (who is responsible for all direct taxation issues) as well as leading thinking on the Government’s privatization policy and supporting the Chancellor in his negotiations at ECOFIN (the meeting of European Finance Ministers) in Brussels. Prior to that she studied science at Oxford University (BA) and then at Cambridge University (PhD). Lady Heywood is Chair of CNH Industrial N.V., and of Shang Xia. She is also a non-executive director of Juventus, Louboutin and The Economist, Deputy Chair of the Royal Opera House and a director of the Royal Academy of Arts Trust. She grew up sailing around the world for ten years on a yacht with her family recreating Captain James Cook’s third voyage around the world. Born in 1969, British citizenship. Female. Born 1969. British citizenship. Date of first appointment: 1 January 2022.

Gerrit Andreas Marx (Chief Executive Officer)

Gerrit Marx has more than 20 years of experience in roles of increasing importance in different locations around the world and in a variety of industrial segments, with a specific in-depth focus on automotive industries. He holds a degree in Mechanical Engineering (“Diplom Ingenieur”) and an MBA (“Diplom Kaufmann”) from RWTH Aachen University, and a Doctorate in Business Administration from Cologne University. From 1999 to 2007, Mr. Marx worked at the global consulting firm McKinsey & Company, focusing on operational improvement programmes in the automotive and aerospace industries in Europe, Brazil, and Japan. He joined Daimler AG in 2007 to head the global controlling function for vehicle and powertrain component projects, as well as market-entry / mergers and acquisitions for three truck brands in North America, Europe, and Asia. This led him to the role of President and Chief Executive Officer at Daimler Trucks China in 2009 and subsequently, President of Skoda China with Volkswagen AG, overseeing imports and joint venture business relations in both roles. In 2012 Mr. Marx joined the European leadership team of Bain Capital as a member of their portfolio group, driving and leading transformational change programs. This role also encompassed due diligence and merger and acquisition activities, with specific focus on automotive and industrial assets, and also included interim roles such as Chief Executive Officer of Wittur Group, a global Tier-1 supplier to the elevator industry. Gerrit Marx joined CNH Industrial in January 2019 as President of Commercial and Specialty Vehicles. Since the spin-off of Iveco Group from CNH Industrial on 1 January 2022, Mr. Marx has served as Chief Executive Officer of the newly formed Company. Male. Born in 1975, German citizenship. Date of first appointment: 1 January 2022.

Biographical Details of the Non-Executive Directors

Tufan Erginbilgic (Non-Executive Director - independent), Member of theESG Committee, Member of the Compensation Committee

Tufan Erginbilgic is a partner at Global Infrastructure Partners (GIP) based in London. In 2014, he became the Chief Executive, Downstream, at BP, the company’s customer facing arm comprising a diverse portfolio of five core business: Retail, Refining, Aviation, Lubricants and Petrochemicals. He held this position until April 2020. Prior to this he was the Chief Operating Officer of BP’s Global Fuels Business. In 2009 he became the Chief Operating Officer for the Eastern Hemisphere Fuel value chains and global Lubricant businesses and prior to his move to the Group Chief Executive’s office in 2007, he assumed leadership of BP’s global lubricant business in 2006. In 2004 Mr. Erginbilgic was appointed head of the Company’s European Fuels Business. He joined BP in 1997, holding a wide variety of roles in refining and marketing in Turkey, and in various European countries, including the UK. Mr. Erginbilgic started his career with Mobil in 1990. Tufan Erginbilgic serves on the Strategic Advisory Board of the University of Surrey, U.K., and joined the board of DCC PLC in April 2020 and Türkiye Petrol Rafinerileri A.Ş. in March 2021. Mr. Erginbiglic holds a Bachelor of Science in Engineering degree from Istanbul Technical University, Turkey, a Masters of Business Administration degree from Bosphorous University, Turkey and a Master in Economics degree from Ohio State University, U.S. Since April 2020, Tufan Erginbilgic has been an independent non-executive director at CNH Industrial. Male. Born in 1959, British and Turkish citizenship. Date of first appointment: 1 January 2022.

Essimari Kairisto (Non-Executive Director - independent), Chair of the Audit Committee

Essimari Kairisto has a diploma in Business Administration from the University of Fachhochschule Bielefeld (Germany). Ms. Kairisto was the Chief Financial Officer and a Board Director for Hochtief Solutions AG until 2016 after which she has taken on independent consulting roles. These include, since 2015, a Supervisory Board Member and a member of the Audit Committee of Freudenberg SE, the privately owned German technology company, and since 2018, a Non-Executive Director and chair of the Audit and Risk Committee of Fortum Oyj, a clean energy generation and distribution company which is listed on the Helsinki stock exchange. Additionally, Ms. Kairisto is member of the Supervisory Board, chair of the Audit Committee and member of the Strategy and Investment Commitee of TenneT B.V., a Dutch state owned leading European electricity transmission system operator with its main activities in the Netherlands and Germany. She is also a director and member of the Audit Committee of Applus+ S.A., a Spanish company, listed on the Madrid Stock Exchange, that is a worldwide leader in the testing, inspection and certification sector. Prior to her move to Hochtief Solutions AG in 2013, Ms. Kairisto had several high profile roles in finance and general management including at Sasol, RWE and Schlumberger. Female. Born in 1966, Finnish and German citizenship. Date of first appointment: 1 January 2022.

Linda Knoll (Non-Executive Director), Member of the ESG Committee, Chair of the Compensation Committee

Linda Knoll holds a Bachelor of Science Degree in Business Administration from Central Michigan University. After a career in the land systems division of General Dynamics, Linda Knoll honed her career in the predecessor companies to Fiat Chrysler Automobiles (FCA) and CNH Industrial through numerous operational assignments, accumulating a wealth of relevant industrial industry experience spanning more than 25 years (including Vice-President and General Manager of the Crop Production Global Product Line, Vice-President North America Agricultural Industrial Operations, Executive Vice-President Agricultural Product Development, President Parts and Service (ad interim) and Executive Vice-President Worldwide Agricultural Manufacturing). Linda Knoll has been CHRO in CNH Industrial (from 2007 to 2019) and FCA (from 2011 to March 2021). Linda Knoll currently serves as director at Schneider Electric SE, and Comau. Female. Born in 1960, American citizenship. Date of first appointment: 1 January 2022.

Alessandro Nasi (Non-Executive Director), Chair of the ESG Committee, Member of the Compensation Committee

Alessandro Nasi started his career as a financial analyst in several banks, gaining experience at Europlus Asset Management, a division of Unicredit in Dublin, Ireland, PricewaterhouseCoopers in Turin, Italy, Merrill Lynch and JP Morgan in New York, U.S. He also worked as an Associate in the Private Equity Division of JP Morgan Partners in New York, U.S. Mr. Nasi joined the Fiat Group in 2005 as manager of Corporate and Business Development, heading the APAC division and supporting Fiat Group sectors in Asia Pacific. In 2007, Mr. Nasi was appointed Vice President of Business Development and a member of the Steering Committee of Fiat Powertrain Technologies. In 2008, he joined CNH in the role of Senior Vice President of Business Development and from 2009 to 2011 he also served as Senior Vice President of Network Development. In January 2011, he was also appointed Secretary of the Industrial Executive Council of Fiat Industrial, continuing in the role of Executive Coordinator to the successor Group Executive Council of CNH Industrial until January 2019. In 2013 he was appointed President Specialty Vehicles, a role he held until January 2019. Mr. Nasi is a Director of Giovanni Agnelli B.V., Vice Chairman of the Board of Directors of EXOR N.V., Chairman of Comau, Chairman of Iveco Defence Vehicles (an affiliate of Iveco Group), Chairman of Astra Veicoli Industriali (an affiliate of Iveco Group), Director of CNH Industrial and Chair of its Environmental, Social, and Governance Committee. In November 2019, he was appointed a member of the Advisory Board of the Lego Brand Group. In June 2020, Mr. Nasi was appointed a Non-Executive, Independent Director of GVS S.p.A.  Mr. Nasi obtained a degree in Economics from the University of Turin. Male. Born in 1974, Italian citizenship. Date of first appointment: 1 January 2022.

Olof Persson (Non-Executive Director - independent), Member of the Audit Committee

Olof Persson is currently Senior Advisor. Mr. Persson is also currently Chairman of the Board of New Wave Group and non-executive director of World Flight Services. In the course of his career Mr. Persson held various positions at ABB and was appointed Division President at Bombardier Transportation in 2004. In 2006, he joined Volvo Group as President of Volvo Aero and subsequently President of Volvo Construction Equipment in 2008. In 2011 he became President and CEO of the AB Volvo Group. In 2015 Mr. Persson was appointed Senior Operating Executive at Cerberus

Capital Management. Mr. Persson holds a Bachelor of Business Administration, BBA – Ekonomi 1988, at Karlstads University. Male. Born in 1964, Swedish citizenship. Date of first appointment: 1 January 2022.

Lorenzo Simonelli (Senior Non-Executive Director - independent), Member of the Audit Committee

Lorenzo Simonelli was appointed independent non-executive director at CNH Industrial in April 2019. He is the Chairman, President and CEO of Baker Hughes, an energy technology company that combines innovation, expertise and scale to provide solutions for energy and industrial customers worldwide. In October 2017 he was named Chairman of the Board of Baker Hughes, and has been President and CEO since the Company’s creation in 2017, where he oversaw the successful merger of GE Oil & Gas with Baker Hughes Inc. In 2013 he was appointed President and CEO of GE Oil & Gas. Previously, Mr. Simonelli served as President and CEO of GE Transportation, a global transportation leader in the rail, mining, marine and energy storage industries. During his five-year tenure, he expanded and diversified GE Transportation by focusing on advanced technology manufacturing, intelligent control systems and a diverse approach to new propulsion solutions. He served as Chief Financial Officer for the Americas for GE Consumer & Industrial, as well as General Manager, Product Management for GE Appliances, Lighting, Electrical Distribution and Motors. Lorenzo Simonelli joined GE’s Financial Management Program in 1994, where he worked on assignments in GE International, GE Shared Services, GE Oil & Gas and Consolidated Financial Insurance. Mr. Simonelli currently serves on the board of C3 AI and CNH Industrial. He graduated in Business & Economics from Cardiff University, Wales and received a master’s degree honoris causa in Chemical Sciences from the University of Florence, Italy. Male. Born in 1973, Italian citizenship. Date of first appointment: 1 January 2022

Committees

After the completion of the Demerger, the Board appointed among its Non-Executive Directors three committees to assist it to discharge its duties: an audit committee (the Audit Committee), an environmental, social and governance committee (the ESG Committee), and a human capital and compensation committee (the Human Capital and Compensation Committee). Unless disclosed otherwise the members of each committee are independent pursuant to the Dutch Corporate Governance Code. The Board is expected to reassess the composition of its committees in the course of 2022.

The Board may appoint additional committees from time to time, as it deems necessary and appropriate to carry out its responsibilities and oversight function. The Board, at establishment of each committee, set their terms of reference further setting out the tasks of the relevant committee and providing for the internal rules and procedures for the functioning of the relevant committee.

The Board shall remain accountable for the work carried out by committees of the Board and the performance and affairs of the Company notwithstanding the establishment of committees to assist the Board on certain specified matters. Except as otherwise required by applicable law, the Articles of Association or the resolution of the Board designating the committee, the presence in person of a majority of the total number of members of a committee shall be required and constitute a quorum for the transaction of business, including the adoption of resolutions. If any meeting of a committee a quorum is not present, a majority of the committee members present may adjourn the meeting from time to time, without notice other than adjournment at the meeting, until a quorum shall be present. Whenever a quorum cannot be secured for any meeting of a committee from the members of such committee, the member or members thereof present and not disqualified from voting may unanimously appoint one or more Non-Executive Directors who are not regular members of the committee to act at the meeting in the place of any absent or disqualified member or members of the committee.

Audit Committee

The Audit Committee advises the Board in relation to its responsibilities, undertakes preparatory work for the Board’s decision-making regarding the supervision of the integrity and quality of the Company’s financial reporting and the effectiveness of the Company’s internal risk management and control systems and shall prepare resolutions of the Board in relation thereto.

The Audit Committee consists of at least three Non-Executive Directors to be appointed by the Board, the majority of whom, including the chair of the Audit Committee, must be independent Non-Executive Directors. The Audit Committee may not be chaired by the chair of the Board or by a former Executive Director. At least one member of the Audit Committee has competence in accounting and/or auditing. The members as a whole must have competence relevant to the sector in which the Company is operating. The Audit Committee shall meet at such time and place as the chairperson or a majority of the members of the Audit Committee shall determine, but normally at least four times every year. The quorum of any meeting shall be a majority of the members of the Audit Committee. and if there is a tie in a vote, the chairperson of the Audit Committee shall have a casting vote. The Audit Committee shall meet with the external auditor as often as it considers necessary, but at least once a year, outside the presence of the Executive Directors.

The chief financial officer, the internal auditor and the external auditor shall attend the Audit Committee meetings, unless the Audit Committee determines otherwise. The Audi