stellantis-20241231

Years ended December 31,

Increase/(Decrease)

(€ million)

Net revenues

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


o	REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-36675

Stellantis N.V.

(Exact Name of Registrant as Specified in Its Charter)


The Netherlands
(Jurisdiction of Incorporation or Organization)

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

(Address of Principal Executive Offices)

Giorgio Fossati

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

general.counsel@stellantis.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Shares, par value €0.01	STLA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual

report: 2,880,492,279 common shares, par value €0.01 per share, and 866,410,716 special voting shares, par value €0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of

the Securities Act of 1934. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such

files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ	Accelerated filer o	Non-accelerated filer o
Emerging growth company	o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has

elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of

the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared

or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to

follow: Item 17 o Item 18 o.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange

Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

BOARD REPORT

INTRODUCTION

About this Report

Stellantis N.V. was created as a result of the merger between Peugeot S.A. (“PSA”) and Fiat Chrysler Automobiles

N.V. (“FCA N.V.”), effective on January 17, 2021, with FCA N.V. as the surviving company. Upon the merger, FCA N.V.

was renamed to Stellantis N.V., a public limited liability company (naamloze vennootschap), organized in the Netherlands, as

the parent of Stellantis with its principal executive offices located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.

This document, referred to hereafter as the “Form 20-F” or the “Annual Report”, constitutes the Annual Report on

Form 20-F, applicable to Foreign Private Issuers, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934

(the “Exchange Act”), of Stellantis N.V. for the year ended December 31, 2024.

Documents on Display

The Securities and Exchange Commission (“SEC”) maintains an internet site at http://www.sec.gov that contains

reports, information statements, and other information regarding issuers that file electronically with the SEC. The address of

the SEC’s website is provided solely for information purposes and is not intended to be an active link. Reports and other

information concerning our business may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street,

New York, New York 10005.

We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free of

charge through our website, at www.stellantis.com, as soon as reasonably practicable after those reports and other information

are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this

report.

Certain Defined Terms

In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to

Stellantis N.V., together with its consolidated subsidiaries, or any one or more of them, as the context may require.

References to “FCA”, “FCA N.V.” and “FCA Group” mean Fiat Chrysler Automobiles N.V. or Fiat Chrysler

Automobiles N.V. together with its consolidated subsidiaries, or any one or more of them, as the context may require.

References to “PSA” and “Groupe PSA” mean Peugeot S.A. or Peugeot S.A. together with its consolidated

subsidiaries, or any one or more of them, as the context may require.

References to “the merger” refer to the merger between PSA and FCA completed on January 16, 2021 and resulting

in the creation of Stellantis.

References to the Chief Executive Officer (“CEO”) and Strategy Council refer to our top executive management

structure prior to December 2, 2024 and references to Chairman and Interim Executive Council (“IEC”) refer to top executive

management structure on or after December 2, 2024.

Presentation of Financial and Other Data

This report includes the Consolidated Financial Statements of Stellantis as of December 31, 2024 and 2023 and for

the years ended December 31, 2024, 2023 and 2022 prepared in accordance with International Financial Reporting Standards

(“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as IFRS as adopted by the European

Union. There is no effect on these Consolidated Financial Statements resulting from differences between IFRS as issued by

the IASB and IFRS as adopted by the European Union. The consolidated financial statements and the notes to the

consolidated financial statements are referred to collectively as the “Consolidated Financial Statements”.

All references in this report to “Euro” and “€” refer to the currency issued by the European Central Bank. Stellantis’

financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”, “USD” and “$” refer to the

currency of the United States of America (“U.S.”). All figures shown are rounded to the nearest million. Certain totals in the

tables included in this report may not add due to rounding.

The language of this report is English. Certain legislative references and technical terms have been cited in their

original language in order that the correct technical meaning may be ascribed to them under applicable law.

Except as otherwise disclosed within this report, no significant changes have occurred since the date of the audited

Consolidated Financial Statements included elsewhere in this report.

Market and Industry Information

In this report, we include or refer to industry and market data, including market share, ranking and other data,

derived from or based upon a variety of official, non-official and internal sources, such as internal surveys and management

estimates, market research, publicly available information and industry publications. Market share, ranking and other data

contained in this report may also be based on our good faith estimates, our own knowledge and experience and such other

sources as may be available. Market share data may change and cannot always be verified with complete certainty due to

limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process, different methods used

by different sources to collect, assemble, analyze or compute market data, including different definitions of vehicle segments

and descriptions and other limitations and uncertainties inherent in any statistical survey of market shares or size. Industry

publications and surveys and forecasts generally state that the information contained in such publications, surveys and

forecasts has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or

completeness of the included information. Although we believe that this information is reliable, we have not independently

verified the data from third-party sources. In addition, we typically estimate market share for automobiles and commercial

vehicles based on registration data.

In markets where registration data are not available, we calculate our market share based on estimates relating to

sales to final customers. Such data may differ from data relating to shipments to our dealers and distributors. While we

believe our internal estimates with respect to our industry are reliable, our internal company surveys and management

estimates have not been verified by an independent expert, and we cannot guarantee that a third party using different methods

to assemble, analyze or compute market data would obtain or generate the same result. The market share data presented in

this report represents the best estimates available from the sources indicated as of the date of this report but, in particular as

they relate to market share and our future expectations, involve risks and uncertainties and are subject to change based on

various factors, including those discussed in the section Risk Factors in this report.

Cautionary Statements Concerning Forward Looking Statements

Statements contained in this report, particularly those regarding possible or assumed future performance,

competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections and estimated

company earnings are “forward-looking statements” that contain risks and uncertainties. In some cases, words such as “may”,

“will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”,

“objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or similar terms are used to identify forward-

looking statements. These forward-looking statements reflect our current views with respect to future events and involve

significant risks and uncertainties that could cause actual results to differ materially.

These risks and uncertainties include, without limitation:

•our ability to launch new products successfully and to maintain vehicle shipment volumes;

•our ability to attract and retain experienced management and employees;

•changes in trade policy, the imposition of global and regional tariffs or tariffs targeted to the automotive

industry;

•changes in the global financial markets, general economic environment and changes in demand for automotive

products, which is subject to cyclicality;

•our ability to accurately predict the market demand for electrified vehicles;

•our ability to offer innovative, attractive products, and to develop, manufacture and sell vehicles with advanced

features, including enhanced electrification, connectivity and autonomous-driving characteristics;

•our ability to produce or procure electric batteries with competitive performance, cost and at required volumes;

•our ability to successfully launch new businesses and integrate acquisitions;

•a significant malfunction, disruption or security breach compromising information technology systems or the

electronic control systems contained in our vehicles;

•exchange rate fluctuations, interest rate changes, credit risk and other market risks;

•increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used in

our vehicles;

•changes in local economic and political conditions;

•the enactment of tax reforms or other changes in laws and regulations;

•the level of governmental economic incentives available to support the adoption of battery electric vehicles;

•the impact of increasingly stringent regulations regarding fuel efficiency and greenhouse gas and tailpipe

emissions;

•various types of claims, lawsuits, governmental investigations and other contingencies, including product

liability and warranty claims and environmental claims, investigations and lawsuits;

•material operating expenditures in relation to compliance with environmental, health and safety regulations;

•the level of competition in the automotive industry, which may increase due to consolidation and new entrants;

•exposure to shortfalls in the funding of our defined benefit pension plans;

•our ability to provide or arrange for access to adequate financing for dealers and retail customers

•risks related to the operation of financial services companies;

•our ability to access funding to execute our business plan;

•our ability to realize anticipated benefits from joint venture arrangements;

•disruptions arising from political, social and economic instability;

•risks associated with our relationships with employees, dealers and suppliers;

•our ability to maintain effective internal controls over financial reporting;

•developments in labor and industrial relations and developments in applicable labor laws;

•earthquakes or other disasters; and

•other factors discussed elsewhere in this report.

MANAGEMENT REPORT

Stellantis Overview

Stellantis is a global automaker and mobility provider engaged in designing, engineering, manufacturing,

distributing and selling vehicles and components worldwide. Stellantis designs, engineers, manufactures, distributes and sells

vehicles across five portfolios: (i) luxury vehicles under the Maserati brand; (ii) premium vehicles covered by Alfa Romeo,

DS and Lancia brands; (iii) global sport utility vehicles under the Jeep brand; (iv) American brands covering Dodge, Ram and

Chrysler vehicles and (v) European brands covering Abarth, Citroën, FIAT, Opel, Peugeot and Vauxhall vehicles. Stellantis

centralizes design, engineering, development and manufacturing operations, to allow it to efficiently operate on a global

scale. In 2024, a Stellantis-led joint venture, Leapmotor International launched operations to distribute the vehicles of

Leapmotor, a Chinese new energy vehicle OEM, outside of China. Stellantis supports its vehicle shipments with the sale of

related service parts and accessories, as well as service contracts, worldwide. Additionally, Stellantis provides retail and

dealer financing, leasing and rental services available through its subsidiaries, joint ventures and commercial arrangements

with third party financial institutions. Until December 2024, Stellantis operated in the production systems sector under the

Comau brand. Refer to Note 3, Scope of consolidation in the Consolidated Financial Statements included elsewhere in this

report for details on the sale of our majority interest in the production systems business.

In connection with our Dare Forward 2030 strategic plan, we have also increased our focus on generating growth in

several other areas, such as our pre-owned car business, the two mobility brands, Free2move and Share Now, as well as

independent aftermarket parts and services and software, with a particular focus on data services. Stellantis Ventures funds

investments in early and later-stage startup companies that develop innovative, customer-centric technologies that targets the

automotive and mobility sectors.

Stellantis’ ambition is to contribute to global carbon neutrality, with an ambitious carbon footprint reduction

roadmap, including: (i) cutting CO2 vehicle emissions by offering a wide range of battery electric vehicles (“BEVs”) and

plug-in hybrid electric vehicles (“PHEVs”) and innovation through low-carbon technologies; (ii) moving forward into a

carbon-efficient production system by embracing green energy and reducing emissions and (iii) improving the environmental

performance of the supply chain through a strong engagement of our supply chain to mitigate emissions. Additionally, this is

supported through our circular economy business, whose main objectives are to extend the life of vehicles and parts by

returning material and end-of-life vehicles back to the manufacturing process for new vehicles and products.

In 2024, Stellantis reported:

•5,415 thousand vehicles shipped (refer to Financial Overview - Shipment Information included elsewhere

in this report for additional information);

•Net revenues of €156.9 billion;

•Net profit of €5.5 billion;

•Adjusted Operating Income (“AOI”) of €8.6 billion (Refer to Non-GAAP Financial Measures included

elsewhere in this report for additional information);

•Cash flows from/(used in) operating activities €4.0 billion; and

•Industrial free cash flow of €(6.0) billion (Refer to Non-GAAP Financial Measures included elsewhere in

this report for additional information).

At December 31, 2024, the Company’s available liquidity was €51.8 billion (including €12.9 billion available under

undrawn committed credit lines). Refer to Financial Overview - Liquidity and Capital Resources included elsewhere in this

report for additional information.

History of Stellantis

Stellantis N.V. (“Stellantis”) was incorporated as a public limited liability company (naamloze vennootschap) under

the laws of the Netherlands in April 2014 under the name Fiat Chrysler Automobiles N.V.

In its current configuration, Stellantis is the result of the merger of FCA and PSA, each of which were leading

independent global automotive groups prior to the merger.

Fiat S.p.A., the predecessor to FCA, was founded as Fabbrica Italiana Automobili Torino in July 1899 in Turin, Italy

as an automobile manufacturer. Fiat grew in Italy and internationally in the following decades both organically and through

the acquisition of several prominent brands and manufacturers including Lancia, Alfa Romeo, Maserati and Ferrari. In

October 2015, the initial public offering of Ferrari N.V. was completed, followed by the spin-off of FCA’s remaining interest

in Ferrari to its shareholders in January 2016. In 2009, FCA US LLC (“FCA US”), then known as Chrysler Group LLC,

acquired the principal operating assets of the former Chrysler LLC as part of a government-sponsored restructuring of the

North American automotive industry. Between 2009 and 2014, Fiat S.p.A. expanded its initial 20 percent ownership interest

to 100 percent of the ownership of FCA US and in October 2014, Fiat S.p.A. completed a corporate reorganization resulting

in the establishment of FCA as the parent company of the FCA Group, with its principal executive offices in the United

Kingdom.

Peugeot S.A. began manufacturing and selling vehicles to consumers in 1896 and also expanded its automotive

business, particularly in the second half of the twentieth century. In 1974, PSA acquired all of the outstanding shares of

Citroën S.A. and then merged the two companies in 1976. In 1978, PSA acquired Chrysler Corporation’s stake in its

industrial and commercial subsidiaries in Europe, as well as Chrysler Financial Corporation’s European commercial

financing subsidiaries. In 1995, PSA Finance Holding, which provided financing for Peugeot and Citroën vehicle sales, was

transformed into a bank and subsequently renamed “Banque PSA Finance”. PSA acquired the Opel and Vauxhall subsidiaries

of GM in August 2017.

On December 17, 2019, FCA and PSA entered into a combination agreement (as amended, the “combination

agreement”) agreeing to merge the two groups. On January 16, 2021, PSA merged with and into FCA, with FCA as the

surviving company. On January 17, 2021, the combined company was renamed to Stellantis N.V.

On January 18, 2021, Stellantis common shares began trading on Euronext Milan and Euronext Paris, and on

January 19, 2021, began trading on the New York Stock Exchange (“NYSE”). Stellantis common shares trade under the

following symbols: Euronext Milan: “STLAM”; Euronext Paris: “STLAP”; NYSE: “STLA”.

The principal office of Stellantis is located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands (telephone

number: +31 23 700 1511). Its agent for U.S. federal securities law purposes is Christopher J. Pardi, c/o FCA U.S. LLC, 1000

Chrysler Drive, Auburn Hills, Michigan 48326.

Major Shareholders

As of February 25, 2025, the largest shareholders of Stellantis were Exor N.V. (“Exor”) (holding 15.52 percent of

the outstanding common shares), Établissements Peugeot Frères (“EPF”) (holding 7.74 percent of the outstanding common

shares) and Bpifrance Participations S.A. (“BPI”) (holding 6.65 percent of the outstanding common shares). As a result of the

loyalty voting mechanism, the voting powers of Exor, EPF and BPI are 23.89 percent, 11.92 percent and 10.24 percent,

respectively. For a description of the loyalty voting mechanism, including the terms and conditions of our special voting

shares, please see “CORPORATE GOVERNANCE- Loyalty Voting Structure.”

As of February 25, 2025 the share capital of the Company consists of the following: 2,896,073,567 common shares

and 866,522,224 Class A special voting shares, all with a par value of €0.01 each.

Based on the information in the Stellantis shareholder register, regulatory filings with the AFM and the SEC and

other sources available to Stellantis, the following persons owned, directly or indirectly, in excess of three percent of

Stellantis’ capital and/or voting interest as of February 25, 2025:


Stellantis Shareholders	Number of Issued Common Shares(1)	Percentage of Issued Common Shares
Exor(2)	449,410,092	15.52
EPF(3)	224,228,121	7.74
BPI(4)	192,703,907	6.65
BlackRock Inc.(5)	96,885,231	3.34
Capital Research and Management Company(6)	—	—

________________________________________________________________________________________________________________________________________________

(1)Issued shares includes common shares as well as 866,522,224 Class A special voting shares. Refer also to Corporate Governance - Articles of Association and Information on

Stellantis Shares - Share Capital for additional information

(2)Exor owns 449,410,092 common shares and 449,410,092 Class A special voting shares (23.89 percent of the issued shares)

(3)EPF, through Peugeot Invest and its subsidiary Peugeot 1810, owns 224,228,121 common shares and 224,228,121 Class A special voting shares (11.92 percent of the issued

shares)

(4)BPI owns 192,703,907 common shares and 192,703,907 Class A special voting shares (10.24 percent of the issued shares). BPI is a joint venture of EPIC Bpifrance (Bpi

Groupe) and Caisse des Dépots et Consignations (both holding a 49.3 percent interest in Bpifrance SA). Caisse des Dépots et Consignations also (directly and indirectly) holds

an additional 8,207,316 Stellantis common shares, representing an additional 0.28 percent of the common shares and 0.22 percent of the issued share capital and voting rights

of Stellantis

(5)According to information published on the AFM website as of February 25, 2025, BlackRock Inc. owns 96,885,231 common shares (2.57 percent of the issued shares) and

112,341,810 voting rights (2.99 percent of the issued shares)

(6)According to information published on the AFM website as of February 25, 2025, Capital Research and Management Company owns 123,437,499 voting rights (3.28 percent

of the issued shares)

Based on the information in Stellantis’ shareholder register and other sources available to Stellantis, as of

February 25, 2025, approximately 502 million Stellantis common shares, or approximately 17 percent of the Stellantis

common shares, were held in the United States. As of the same date, approximately 310 record holders of Stellantis common

shares had registered addresses in the United States.

Dare Forward 2030 strategic plan

Many of the targets set forth in the Company’s Dare Forward 2030 strategic plan depend on the industry's transition

to full electrification, conducive BEV policies (e.g., charging infrastructure, BEV purchasing incentives), and the availability

of decarbonized energy. These targets have become increasingly challenging in light of the trends in market dynamics,

government policy and regulation that have emerged since the plan’s introduction in March 2022. Although the targets

remain in place, the speed and trajectory at which they may be met is the subject of ongoing assessment by the Company.

Overview of Our Business

Stellantis’ activities during the year ended December 31, 2024, were carried out through the following six reportable

segments:

(i)North America: Stellantis’ operations to manufacture, distribute and sell vehicles in the United States, Canada

and Mexico, primarily under the Jeep, Ram, Dodge, Chrysler, FIAT and Alfa Romeo brands. Manufacturing

plants are located in: U.S., Canada and Mexico;

(ii)Enlarged Europe: Stellantis’ operations to manufacture, distribute and sell vehicles in Europe (which includes

the 27 members of the European Union, the United Kingdom (“UK”) and the members of the European Free

Trade Association). Under the mainstream brands Citroën, FIAT, Opel, Peugeot, Vauxhall, premium brands

Alfa Romeo, DS and Lancia. Manufacturing plants are located in: France, Italy, Spain, Germany, UK, Poland,

Portugal, Serbia and Slovakia. In 2024, we commenced the distribution of Leapmotor-branded vehicles;

(iii)Middle East & Africa: Stellantis’ operations to manufacture, distribute and sell vehicles primarily in Turkey,

Algeria and Morocco under the Peugeot, Citroën, Opel, FIAT and Jeep brands. Manufacturing plants are

primarily located in Morocco, Algeria and Turkey, through our joint venture with Tofas. In 2024, we

commenced the distribution of Leapmotor-branded vehicles;

(iv)South America: Stellantis’ operations to manufacture, distribute and sell vehicles in South and Central America,

primarily under the FIAT, Jeep, Ram,Peugeot and Citroën brands, with the largest focus of its business in Brazil

and Argentina. Manufacturing plants are located in the main markets of Brazil and Argentina. In 2025, we will

commence the distribution of Leapmotor-branded vehicles;

(v)China and India & Asia Pacific: Stellantis’ operations to manufacture, distribute and sell vehicles in the Asia

Pacific region (mostly in China, Japan, India, Australia and South Korea) carried out in the region through both

subsidiaries and joint ventures, primarily under the Jeep, Peugeot, Citroën, FIAT, DS and Alfa Romeo brands.

Manufacturing plants are located in India and Malaysia, through our joint operation India Fiat India

Automobiles Private Limited (“FIAPL JV”) and our wholly owned subsidiary Stellantis Gurun (Malaysia). Our

Citroën and Peugeot branded vehicles are manufactured in China by Dongfeng Peugeot Citroën Automobiles

(“DPCA”) under various license agreements. In 2024, we commenced the distribution of Leapmotor-branded

vehicles in Asia Pacific (excluding China); and

(vi)Maserati: Stellantis’ operations to design, engineer, develop, manufacture, distribute worldwide and sell luxury

vehicles under the Maserati brand. Design, engineering and manufacturing plants are located in Italy.

Stellantis also owns or holds interests in companies operating in other activities and businesses. These activities are

grouped under “Other Activities”, which primarily consists of our pre-owned car business, mobility businesses through the

brands Free2move and Share Now, the Company's software and data businesses, and other investments, including Archer, as

well as the financial services activities of dealer and customer financing primarily in North America, Enlarged Europe, South

America and China and until December 2024, the Company’s industrial automation systems design and production business,

operating under the Comau brand name. Refer to Note 3, Scope of consolidation in the Consolidated Financial Statements

included elsewhere in this report for details on the sale of our majority interest in Comau. Also included under “Other

Activities” are our companies that provide services, including accounting, payroll, tax, insurance, purchasing, information

technology, facility management and security for the Company and management of central treasury activities.

Definitions and abbreviations

Passenger cars include sedans, station wagons and three- and five-door hatchbacks, that may range in size from

“micro” or “A-segment” vehicles of less than 3.8 meters in length to “large” or “F-segment” cars that are greater than 5.1

meters in length.

Utility vehicles (“UVs”) include sport utility vehicles (“SUVs”), which are available with four-wheel drive systems

that provide true off-road capabilities, and crossover utility vehicles, (“CUVs”), which are not designed for heavy off-road

use. UVs can be divided among six main groups, ranging from “micro” or “A-segment”, defined as UVs that are less than 4.0

meters in length, to “large” or “F-segment”, defined as UVs that are greater than 5.1 meters in length.

Light trucks are divided between vans (also known as light commercial vehicles, or “LCVs”), which typically are

used for the transportation of goods or groups of people, and pickup trucks, which are light motor vehicles with an open-top

rear cargo area. Minivans, also known as multi-purpose vehicles (“MPVs”) typically have seating for up to eight passengers.

A vehicle is characterized as “all-new” if it is a new product with no prior model year, or if its vehicle platform is

significantly different from the platform used in the prior model year and/or it has had a full exterior renewal.

A vehicle is characterized as “significantly refreshed” if it continues its previous vehicle platform but has extensive

changes or upgrades from the prior model year.

Design and Manufacturing

We sell vehicles in the SUV, passenger car, truck and LCV markets. Our SUV and CUV portfolio includes vehicles

such as the Jeep Grand Wagoneer, Jeep Wagoneer S, Jeep Grand Cherokee, Jeep Meridian, Alfa Romeo Tonale, Citroën C5

Aircross, DS 3 Crossback, Maserati Grecale and Peugeot E-3008. Our passenger car product portfolio includes vehicles such

as the Opel and Vauxhall Mokka, Fiat 500, Alfa Romeo Giulia, Citroën ëC3, Lancia Ypsilon, Dodge Charger and Peugeot

308, and minivans such as the Chrysler Pacifica. We sell light duty and heavy duty pickup trucks such as the Ram 1500, Ram

2500/3500, Fiat Strada, Peugeot Landtrek, Jeep Gladiator, and chassis cabs such as the Ram 3500/4500/5500. Our LCVs

include vans such as the Fiat Professional Doblò, Peugeot Partner, Citroën Berlingo, Opel/Vauxhall Combo and Ram

ProMaster.

The Stellantis Production Way (“SPW”) is a set of manufacturing-related tools and principles intended to achieve

best in class performance as measured by health and safety, quality, throughput, cost and environmental metrics, through

empowerment of employees, enhancement of employee skill-sets, the sharing of best practices and the improved and

economical use of production assets. Following the 2022 launch of SPW, Stellantis has focused on implementation and

execution, as SPW tools, principles and priorities have been deployed throughout each of its manufacturing plants.

Research and Development

In alignment with its Dare Forward 2030 strategic plan targets, Stellantis’ recent research initiatives have been

mainly concentrated in the areas of mobility electrification and clean energy, autonomous driving, infotainment technology,

vehicle electrical and software architecture, and connectivity technologies. Significant activity has also continued with a

focus to reduce overall vehicle energy demand, fuel consumption and emissions based on traditional technologies. Recent

fuel consumption and emissions reduction activities have primarily focused on propulsion system technologies, including

engines, transmissions, axles and drivelines, hybrid and electric propulsion and alternative fuels.

Recent Technology Initiatives

Modular Vehicle Platforms

In January 2024, Stellantis unveiled the STLA Large platform, which has a range of 800 kilometers and is available

in 400 and 800-volt BEV architectures as well as multi-energy variants, including hybrid and internal combustion, allowing

for increased flexibility in a wide range of vehicle applications. Global production of the STLA Large began in 2024 and is

expected to launch across eight vehicles through 2026. STLA Large is designed to host mid-size to full-size vehicles.

In November 2024, Stellantis unveiled the STLA Frame platform, designed for full-size, body-on-frame trucks and

SUVs, and able to support internal combustion, hybrid, hydrogen, BEV and REEV technologies. The all-new, all-electric

Ram 1500 REV light duty pickup will be built on the STLA Frame and is expected to launch in 2026. The all-new 2025 Ram

1500 Ramcharger REEV, expected to have a range of 1,100 kilometers, will also be built on STLA Frame and production is

expected to begin in 2025.

STLA Large and STLA Frame are two of the four platforms comprising Stellantis’ BEV-centric platform strategy,

along with STLA Small (ultra-compact cars) and STLA Medium (compact to mid-size vehicles), which was the first platform

unveiled in July 2023.

Propulsion Systems

In February 2024, Stellantis announced a significant investment in an existing plant in Szentgotthard, Hungary to

increase electric drive module (“EDM”) production in Europe. EDM production in Szentgotthard is targeted to begin in late

2026. Stellantis’ electric propulsion system strategy includes three families of EDMs that combine the motor, gearbox and

inverter, each designed to meet different performance needs. The EDMs can be configured for front-wheel drive, rear-wheel

drive and all-wheel drive. A program of hardware upgrades and OTA software updates is expected to extend the life cycle of

the propulsion systems and, therefore, the vehicles. Stellantis intends to internally develop software and controls in order to

maintain characteristics unique to each brand.

In April 2024, Stellantis also announced the production launch of the next-generation eDCTs for hybrid and plug-in

hybrid vehicles at its Mirafiori complex in Turin, Italy. The eDCTs produced at Mirafiori incorporate a 21-kW electric motor

into a dual-clutch transmission. The motor delivers electric propulsion in low-torque scenarios, such as city driving or

cruising, allowing the ICE to remain off 50 percent of the time on the urban cycle.

Battery Technology

Stellantis announced a five-year collaboration with CEA, a major French research organization, in July 2024. The

collaboration targets in-house design of next-generation battery cells for BEVs with the goal of providing Stellantis with

more affordable, next-generation BEV batteries with best-in-class technologies.

Connectivity

In January 2024, Stellantis announced the acquisition of the artificial intelligence framework, machine learning

models and intellectual property rights and patents of CloudMade, a developer of data-driven automotive solutions. The

acquisition is intended to support the mid-term development of STLA SmartCockpit, Stellantis’ initiative to deliver artificial

intelligence-based applications such as navigation, voice assistance, e-commerce and payment services for use in its vehicles.

Intellectual Property

Stellantis owns a significant number of patents, trade secrets, licenses, trademarks and service marks, including, in

particular, the marks of its vehicle and component and production systems brands, which relate to its products and services.

We expect the number to grow as we continue to pursue technological innovations. We file patent applications in Europe, the

U.S. and around the world to protect technology and improvements considered important to our business. No single patent is

material to our business as a whole.

Property, Plant and Equipment

As of December 31, 2024, Stellantis manufacturing facilities (including passenger vehicle and light commercial

vehicle assembly, propulsion systems and components plants, and excluding joint ventures), are primarily located in Enlarged

Europe (mainly in France, Germany, Italy, Spain and UK), North America (U.S., Canada and Mexico), South America

(Brazil and Argentina) and Africa (Morocco). Stellantis companies have also historically owned other significant properties

including parts distribution centers, research laboratories, test tracks, warehouses and office buildings. The total carrying

value of Stellantis’ property, plant and equipment as of December 31, 2024 was €45.0 billion.

A number of Stellantis manufacturing facilities and equipment, including land and industrial buildings, plant and

machinery and other assets, were and are subject to mortgages and other security interests granted to secure indebtedness to

certain financial institutions. As of December 31, 2024, property, plant and equipment reported as pledged as collateral for

loans amounted to approximately €0.5 billion, excluding Right-of-use assets (refer to Note 11, Property, plant and

equipment, within the Consolidated Financial Statements included elsewhere in this report for additional information).

Stellantis is not aware of any environmental issues that would materially affect the utilization of fixed assets. Refer

to “Industrial Environmental Control” included elsewhere in this report for additional information.

Supply of Raw Materials, Parts and Components

Stellantis purchases a variety of components (including but not exclusively, mechanical, steel, electrical, electronic

and plastic components as well as castings and tires), raw materials, supplies, utilities, logistics and other services from

numerous suppliers. The purchase of raw materials, parts and components has historically accounted for a substantial

majority of our total Cost of revenues. The raw materials purchased include, but are not limited to, steel, rubber, aluminum,

resin, copper, lead, rare earths, precious metals (including platinum, palladium and rhodium) and battery materials (including

lithium, manganese, nickel, graphite and cobalt).

The Company’s focus on quality improvement, cost reduction, sustainability, and product innovation and flexibility

require the Company to rely upon suppliers who share this focus and have the capability to provide cost reductions. Stellantis

has valued relationships with suppliers, and has worked to establish closer ties with a significantly reduced number of

suppliers by selecting those with a leading position in the relevant markets.

In addition, within purchasing and supply quality, a specific raw materials organization was set up in 2023 to

increase Stellantis’ control of raw material supply. Through this organization, several partnerships were established prior to

2024 relating to the supply of nickel, lithium hydroxide, lithium carbonate, manganese and copper. In 2024, additional

partnerships were established to secure the supply of rare earth, synthetic graphite anode and natural graphite anode

materials.

For a discussion of Stellantis’ risks relating to raw materials, parts and components, refer to “Risk Factors - We face

risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems

used in our vehicles.” included elsewhere in this report for additional information. In order to mitigate these risks, Stellantis

works proactively with suppliers to identify material and part shortages and take steps to mitigate their impact by deploying

additional personnel, accessing alternative sources of supply and managing its production schedules. Stellantis also continues

to refine processes to identify emerging capacity constraints in the supplier tiers given the ramp up in manufacturing volumes

to meet volume targets. In addition, Stellantis continuously monitors supplier performance according to key metrics such as

part quality, delivery, performance, financial solvency and sustainability.

Employees

At December 31, 2024, Stellantis had a total of 248,243 employees (excluding employees of joint arrangements,

associates and unconsolidated subsidiaries), a 3.9 percent decrease from December 31, 2023, and a 8.9 percent decrease from

December 31, 2022. The following table provides a breakdown of employees as of December 31, 2024, 2023 and 2022 by

geographical area.


	At December 31,
	2024	2023	2022
North America	75,554	81,341	88,835
Enlarged Europe	126,242	135,211	142,681
Middle East & Africa	7,874	6,101	5,311
South America	32,612	28,928	28,968
China and India & Asia Pacific	5,961	6,694	6,572
Total	248,243	258,275	272,367

Stellantis employees are free to join trade unions, provided they do so in accordance with local laws and the rules of

the related trade union. Local collective agreements are led by the regions and/or countries which take the global Company

polices into account and reflect local particularities. As of December 31, 2024, approximately 85 percent of our employees

were covered by collective bargaining agreements.

An active dialogue was maintained in 2024 with various employee representation bodies existing at the national or

transnational level. This is represented in Enlarged Europe through the European Works Councils of former PSA, Fiat and

Opel and Vauxhall, in North America through the union, the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America (“UAW”) and in Canada through the union, Unifor.

Trade Unions and Collective Bargaining

Stellantis’ social relations strategy is based on six commitments:

•Stellantis supports the principles of the United Nations Universal Declaration of Human Rights and the

provision of a decent equitable work environment. We work towards providing competitive and living wages;

•Stellantis is committed to compliance with all applicable labor laws and regulations and aims to apply best

practices in human resources management;

•Stellantis bases social dialogue on relationships with independent labor unions and employee representatives

and seeks workplace cooperation;

•Stellantis’ objective is to negotiate collective bargaining agreements that are pragmatic, inclusive and protective

of its employees;

•Stellantis fosters social dialogue with the workforce on a daily basis; and

•Stellantis monitors social indicators in its subsidiaries and globally discloses in a transparent manner to its

stakeholders.

The Company endorses the International Labor Organization’s (“ILO”) declaration on fundamental principles and

rights at work.

Stellantis is committed to a strategy for collective agreements through innovative solutions to balance social

challenges while allowing the Company to remain competitive.

Sales Overview

New vehicle sales represent sales of vehicles primarily by dealers and distributors, or, directly by us in some cases,

to retail and fleet customers. Sales include mass-market, premium and luxury vehicles manufactured at our plants, as well as

vehicles manufactured by joint ventures and third party contract manufacturers and distributed under our brands. Sales

figures exclude sales of vehicles that we contract manufacture for other OEMs. While vehicle sales are illustrative of our

competitive position and the demand for our vehicles, sales are not directly correlated to Net revenues, Cost of revenues or

other measures of financial performance in any given period, as such results were primarily driven by vehicle shipments to

dealers and distributors or to retail and fleet customers.

For a discussion of our shipments, refer to “Financial Overview—Shipment Information” included elsewhere in this

report for additional information. Figures in the tables in this section may not add due to rounding. Additionally, prior period

figures have been updated to reflect current information provided by third party industry sources.

The following table shows Stellantis’ new vehicle sales by geographic market for the periods presented:


	Years ended December 31,
	2024	2023	2022
	(millions of units)
North America	1.5	1.8	1.8
Enlarged Europe	2.6	2.7	2.6
Middle East & Africa	0.5	0.6	0.4
South America	0.9	0.9	0.8
China and India & Asia Pacific	0.1	0.2	0.2
Total Regions	5.7	6.1	5.8
Maserati	0.01	0.03	0.02
Total Worldwide	5.7	6.2	5.8

________________________________________________________________________________________________________________________________________________

- Maserati excluded from volumes and market share of the regions

- Leapmotor excluded from volumes and market share of the regions

- Without Banned Countries: Belarus, Cuba, Iran, Russia, Sudan, Syria

North America

North America Sales and Competition

The following table presents Stellantis’ vehicle sales and estimated market share in the North America segment for

the periods presented:


	Years ended December 31,
	2024(1)		2023(1)		2022(1)
North America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
U.S.	1,304	8.0%	1,527	9.6%	1,547	10.9%
Canada	130	7.2%	158	9.5%	169	11.4%
Mexico	94	6.0%	97	6.8%	74	6.6%
Total	1,527	7.8%	1,782	9.4%	1,791	10.7%

________________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources: Canada -

DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's Automotive

Maserati excluded from volumes and market share

Leapmotor excluded from volumes and market share of the region

The following table summarizes new vehicle market share information and our principal competitors in the U.S., our

largest market in the North America segment:


	Years ended December 31,
U.S.	2024	2023	2022
Automaker	Percentage of industry
GM	16.6%	16.3%	16.1%
Toyota	14.3%	14.2%	14.9%
Ford	12.8%	12.5%	13.2%
Hyundai/Kia	10.5%	10.4%	10.4%
Honda	8.7%	8.2%	7.0%
Stellantis(1)	8.0%	9.6%	10.9%
Nissan	5.7%	5.7%	5.2%
Other	23.4%	23.1%	22.4%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) Excluding Maserati

Leapmotor excluded from volumes and market share of the region

Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources: Canada - DesRosiers

Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's Automotive

U.S. industry sales, including medium and heavy-duty vehicles, in addition to commercial vehicles, were up

approximately 387 thousand units in 2024 from 15.9 million units in 2023. Industry sales were up 2.4 percent over 2023

calendar year.

Our vehicle line-up in the North America segment primarily leveraged the brand recognition of the Jeep, Ram,

Dodge and Chrysler brands to offer UVs, pickup trucks, cars and minivans under those brands. Vehicle sales and profitability

in the North America segment were generally weighted towards larger vehicles such as UVs, trucks and vans, consistent with

overall industry sales trends in the North America segment, which have become increasingly weighted towards UVs and

trucks in recent years.

Sales in the U.S. were down 15 percent from 2023 primarily due to temporary gaps in our product offering as a

result of the transition to new generation products. Stellantis takes three of the top five spots among best-selling plug-in

hybrids in the U.S. Jeep brand leads the way with the Jeep Wrangler 4xe retaining America's best-selling plug-in hybrid

vehicle crown; the Grand Cherokee 4xe is No. 3; and the Chrysler Pacifica Hybrid claims No. 4 spot. The U.S. ended the year

with inventory at a two-year record low well positioning itself for 2025. Jeep Compass sales increased 16 percent year over

year. Dodge Hornet’s total year sales increased 120 percent year over year.

North America Distribution

In the North America segment, our vehicles are sold primarily to dealers in our dealer network for sale to retail

consumers and to fleet customers. Fleet sales in the commercial channel are typically more profitable than sales in the

government and daily rental channels since they more often involve customized vehicles with more optional features and

accessories; however, vehicle orders in the commercial channel are usually smaller in size than the orders made in the daily

rental channel. Fleet sales in the government channel are generally more profitable than fleet sales in the daily rental channel

primarily due to the mix of products included in each respective channel.

North America Dealer and Customer Financing

In November 2021, Stellantis acquired First Investors Financial Services Group, now known as Stellantis Financial

Services U.S. Corp (“SFS U.S.”). SFS U.S. provides U.S. customers and dealers with a complete range of financing options,

including retail loans, leases, and floorplan financing. However, while SFS U.S. grows, Stellantis also utilizes independent

financial service providers, including Santander Consumer USA Inc. (“SCUSA”) to complement its financing offer to dealers

and retail customers in the U.S. In February 2013, FCA entered into a private label financing agreement with SCUSA (the

“SCUSA Agreement”), under which SCUSA will continue to provide a wide range of wholesale and retail financial services

to dealers and retail customers in the U.S., under the Chrysler Capital brand name. In April 2022, the SCUSA Agreement was

amended and extended through 2025, allowing SCUSA to serve a complementary role to SFS U.S. Under the SCUSA

Agreement, SCUSA has certain rights, including limited exclusivity to participate in specified minimum percentages of

certain retail financing subvention programs.

As of December 31, 2024, SFS U.S. provided wholesale (i.e. floorplan and others) lines of credit to 155 dealers

representing approximately 6 percent of the Stellantis network in the U.S. with SCUSA and Ally Financial Inc. (“Ally”)

providing wholesale funding to, approximately, an additional 9 percent and 28 percent respectively. In 2024, approximately

78 percent of the retail vehicles sold to U.S. retail customers were financed or leased; of those financed or leased retail sales,

SCUSA, Ally, and SFS U.S. (third full year of operations) market share represented 12 percent, 10 percent, and 24 percent

respectively.

In Canada, our customers are served by cooperation agreements with main local banks providing retail financing and

leasing.

In Mexico, we have a private label agreement with Banco Inbursa Group in order to provide dealer and retail

customer financing programs for all brands.

Enlarged Europe

Enlarged Europe Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the Enlarged Europe segment for the

periods presented:


	Years ended December 31,
	2024		2023		2022
Enlarged Europe(1)	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
France	599	28.5%	634	29.4%	620	33.1%
Italy	531	30.2%	591	33.5%	535	36.3%
Germany	416	13.4%	389	12.5%	371	12.9%
UK	299	12.9%	313	13.9%	268	14.1%
Spain	208	17.6%	221	20.2%	214	22.9%
Other	502	11.1%	546	12.5%	545	14.1%
Europe(2)	2,555	17.0%	2,695	18.3%	2,553	19.7%
Other Europe(3)	21	2.8%	18	2.4%	16	3.0%
Total	2,577	16.4%	2,713	17.5%	2,569	19.1%

________________________________________________________________________________________________________________________________________________

(1) Banned Countries: Belarus, Russia

(2) EU30 = EU27 (excluding Malta), Iceland, Norway, Switzerland and UK. Industry and market share information is derived from third-party industry sources (e.g. Agence

Nationale des Titres Sécurisés (“ANTS”), Ministry of Infrastructure and Sustainable Mobility (“MIMS”) and ANFAC Spain) and internal information

(3) Other Europe = Eurasia (Armenia, Azerbaijan, Georgia, Kazakhstan, Moldova, Uzbekistan) and other Europe (Albania, Bosnia, Kosovo, Malta, Montenegro, North

Macedonia, Serbia and Ukraine)

Maserati excluded from volumes and market share of the region

Leapmotor excluded from volumes and market share of the region

The following table summarizes new vehicle market share information and our principal competitors in Europe, our

largest market in the Enlarged Europe segment:


	Years ended December 31,
Europe 30(1)	2024	2023	2022
Automaker	Percentage of industry
Volkswagen	24.3%	24.0%	23.0%
Stellantis(2)	17.0%	18.3%	19.7%
Renault	10.7%	10.5%	10.1%
Toyota	7.4%	6.7%	6.8%
Hyundai/Kia	7.1%	7.5%	8.2%
Mercedes-Benz	6.2%	6.2%	6.5%
BMW	6.2%	6.2%	6.3%
Ford	5.5%	5.9%	6.5%
Other	15.6%	14.7%	12.8%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) Europe 30 = 27 members of the European Union excluding Malta and including Iceland, Norway, Switzerland and UK

(2) Excluding Maserati

Leapmotor excluded from volumes and market share of the region

Estimated market share information is derived from third-party industry sources (e.g., ANTS, MIMS and ANFAC Spain) and internal information

In 2024, the EU30 automotive market recorded results broadly in line with the previous year with new vehicle

registrations at 14,989,469 resulting in a slight growth of 1.7 percent compared to 2023. Demand for electric cars fell by

about 2 percent compared to the previous year.

In the EU30 PC and CV markets, Stellantis confirmed its second place with a market share of 17 percent, launching

several new models in 2024 and over 50 international awards received by its brands. Sales increased in four of the G10

countries, Stellantis confirmed its first place in France, Italy and Portugal and is in second place in Germany, Spain, United

Kingdom, Austria, Belgium, Luxembourg and the Netherlands.

In the EU30 CV market, Stellantis Pro One confirmed its overall leadership with a share of 29.1 percent and first

place in fifteen countries. Total sales also increased by 2.2 percent compared to 2023. Our growing performance in the BEV

market resulted in a share of 31.5 percent with Peugeot as the number 1 electric brand at 14.6 percent.

Stellantis’ performance is supported by iconic models such as the Peugeot 208 which is amongst the top five best

sellers in the EU30, while in France we boast four models among the top 10 in the PC market. In Germany, the Opel Corsa is

the best-selling small car in 2024, while in Italy the Fiat Panda is the best-selling car in the overall market and the Jeep

Avenger is the best-selling SUV of the year.

In the BEV market, despite the general decline in demand for electric vehicles, Stellantis firmly maintained its

position among European manufacturers with a 12 percent share. In the A-segment, the Fiat 500e is number 1 in Europe,

while in the B-segment Stellantis has five models among the top 10 best sellers. There have been noteworthy achievements in

key European markets: in France, Stellantis is overall number 1 for the second year in a row in the BEV market, while the

Fiat 500e, Peugeot E-208, and Peugeot E-2008 are leaders in their respective segments.

Enlarged Europe Distribution

In Europe, we sell and service our vehicles through our own dealers (located in most European markets),

independent dealers, retailers, and authorized workshops. In other markets and segments where we do not have a substantial

presence, we have agreements with general distributors.

In 2023, Stellantis and its European dealers signed over 8,000 sales and 25,000 aftersales contracts in ten key

European countries. Their shared objectives include simplification, a multi-brand approach, customer-centricity, and quality

assurance. Stellantis initially adopted the new retailer model in Austria, Belgium, Luxembourg, and the Netherlands in

September 2023, and has been working to further enhance the model in these early adopter countries, allowing its network

sufficient time to adapt in a competitive landscape with new entrants. After one year of implementation, the model has shown

a 26 percent year-over-year increase in total orders. The business model remains in a pilot phase and will be rolled out more

broadly once we achieve full satisfaction with market share, processes, information, communication and technology (“ICT”),

and other key performance indicators.

During 2024, Stellantis began distributing Leapmotor vehicles in Europe through the Stellantis led joint venture

Leapmotor International and has been introduced in more than 400 dealerships already representing our existing brands.

Stellantis continues to work closely with its dealer network, emphasizing their partnership to address the challenges

of the automotive industry, including the electrification.

Enlarged Europe Dealer and Customer Financing

Since 2023, the Stellantis leasing and financing activities in Europe have been structured through the following

partnerships:

(i) Leasys, a 50 percent held joint venture with Crédit Agricole Consumer Finance S.A. (“CACF”) dedicated to pan-

European multi-brand long-term operational leasing activities;

(ii) A partnership between Stellantis Financial Services Europe (“SFSE”), and BNP Paribas Personal Finance

(“BNPP PF”) related to financing activities carried-out through approximately a 50 percent interest in a joint-

venture operating in Germany, Austria and the UK; and

(iii) A partnership between SFSE and Group Santander Consumer Finance (“SCF”) related to financing activities

carried out through 50 percent held joint-ventures in France, Italy, Spain, Belgium, Poland, the Netherlands and

through a commercial agreement with SCF in Portugal.

The partnerships with BNPP and SCF cover all Stellantis brands and the Leapmotor brand.

Middle East & Africa (“MEA”)

Middle East & Africa Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the Middle East & Africa segment for the

periods presented:


	Years ended December 31,
	2024		2023		2022
Middle East & Africa	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Turkey	343	27.7%	419	34.0%	250	31.9%
Algeria	67	65.2%	56	86.5%	14	53.5%
Morocco	35	19.9%	33	20.7%	34	20.8%
Gulf(1)	30	2.0%	33	2.4%	26	2.3%
Overseas France(2)	19	28.5%	21	28.8%	24	33.8%
Israel Zone(3)	14	5.2%	21	7.4%	22	8.0%
Egypt	6	7.1%	8	10.8%	17	16.3%
Other(4)	24	2.6%	23	2.6%	27	3.0%
Total	538	12.4%	614	14.8%	415	11.9%

____________________________________________________________________________________________________

(1) Includes: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen

(2) Includes: French Guiana, Mayotte, Reunion, Martinique and Guadeloupe

(3) Includes: Israel and Palestine

(4) Without banned countries: Iran, Sudan and Syria

Leapmotor excluded from volumes and market share of the region

Estimated market share information is derived from third-party industry sources of MEA countries (e.g., AMIC (Egypt), ODD (Turkey), AMBG (Saudia Arabia, Qatar, United

Arab Emirates, Yemen), AIVAM (Morocco)) and internal information

Maserati excluded from volumes and market share of the region

In 2024, the total industry volume of Middle East & Africa increased by 4.4 percent, with growth in all markets

except Overseas France and South Africa. Sales decreased by 12.4 percent with 76 thousand less deliveries.

Overall market share of the region reached 12.4 percent, down by 240 basis points compared to 2023.

The decrease was primarily due to negative performance of sales and market share in Turkey and Israel.

Additionally in Algeria, although our sales increased, our market share decreased from 86.5 percent in 2023 to 65.2 percent

in 2024.

CV sales decreased by 0.9 percent, down to 180 thousand units, or 21.4 percent market share. Stellantis achieved

number one position in the LCV markets in the fourth quarter of 2024.

The following table summarizes new vehicle market share information and our principal competitors in the Middle

East & Africa:


	Years ended December 31,
G6(1) Middle East & Africa	2024	2023	2022
Automaker	Percentage of industry
Toyota	17.5%	18.0%	20.3%
Stellantis(2)	13.5%	16.8%	14.8%
Hyundai/Kia	13.1%	13.3%	13.9%
Volkswagen	8.2%	7.7%	6.8%
Renault	8.2%	8.6%	9.3%
Ford	5.5%	5.2%	4.7%
Nissan	5.2%	4.9%	5.0%
Mercedes-Benz	1.6%	1.4%	1.4%
BMW	1.2%	1.1%	1.1%
Other	26.0%	22.9%	22.7%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) G6: Turkey, Morocco, Israel zone, Gulf, Overseas France and Egypt

Israel Zone: Israel and Palestine

Gulf: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen

Overseas France: French Guiana, Mayotte, Reunion, Martinica and Guadeloupe

(2) Excluding Maserati

Leapmotor excluded from volumes and market share of the region

Estimated market share information is derived from third-party industry sources of MEA countries (e.g. AMIC (Egypt), ODD (Turkey), AMBG (Saudia Arabia, Qatar, United Arab

Emirates, Yemen), AIVAM (Morocco)) and internal information

Middle East & Africa Distribution

In Turkey, Peugeot, Citroën, DS and Opel brands are distributed through a national sales company, consolidating

operations for these four brands, whereas FIAT, Alfa Romeo and Jeep brands are distributed by a joint venture with Koc

Automotiv Group, Tofas.

In Morocco, following the acquisition of Sopriam, (refer to Note 3, Scope of consolidation, within the Consolidated

Financial Statements included elsewhere in this report for additional information), the national sales company is in charge of

distributing Alfa Romeo, Citroën, DS, FIAT, Jeep and Peugeot. Opel is managed by a local importer. In South Africa we also

operate through a national sales company that distributes Peugeot, Citroën, Opel, FIAT, Jeep and Alfa Romeo. In Algeria, a

national sales company is in charge of distributing FIAT, while Opel is managed by local importer. In all other markets of the

region, we distribute through agreements with local general distributors, with the regional offices of Stellantis located in

Cairo and Dubai coordinating operations in Egypt and Middle East.

Middle East & Africa Dealer and Customer Financing

In Turkey, our activities related to the former FCA brands (mainly connected to retail financing) are carried out

through a 100 percent owned subsidiary of our joint venture, Tofas, that provides financial services and insurance products

mainly to retail customers, while the activities related to the former PSA brands are carried out by a subsidiary of SFSE in

cooperation with a TEB Finansman AS, with Garanti Bank, Yapi Kredi and different insurance providers.

Cooperation agreements are also in place with third-party financial institutions to provide dealer network and retail

customer financing in South Africa, Morocco and Algeria. A binding agreement has been signed in Morocco for the

acquisition of 80 percent of a financial services company currently operating in the country. The closing is subject to

customary conditions.

South America

South America Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the South America segment for the periods

presented:


	Years ended December 31,
	2024(1)		2023(1)		2022(1)
South America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Brazil	734	29.4%	687	31.4%	647	32.9%
Argentina	116	29.7%	120	28.2%	117	30.7%
Other South America	66	5.9%	72	6.4%	80	6.2%
Total	916	22.9%	879	23.5%	844	23.2%

_______________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, National

Organization of Automotive Vehicles Distribution and Association of Automotive Producers

Maserati excluded from volumes and market share

Banned Country: Cuba

Leapmotor excluded from volumes and market share of the region

The following table summarizes new vehicle market share information and our principal competitors in Brazil, our

largest market in the South America segment:


Brazil	Years ended December 31,
	2024(1)	2023(1)	2022(1)
Automaker	Percentage of industry
Stellantis(2)	29.4%	31.4%	32.9%
Volkswagen	16.6%	16.4%	14.3%
GM	12.6%	15.0%	14.8%
Ford	1.9%	1.3%	1.1%
Other	39.4%	35.9%	37.0%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use data provided by ANFAVEA (Associação Nacional dos

Fabricantes de Veículos Automotores)

(2) Excluding Maserati

Leapmotor excluded from volumes and market share of the region

Automotive industry volumes within the countries in the South America segment increased by 7 percent to 4 million

units in 2024, which was primarily driven by Brazilian market growth of 14 percent, mainly due to improved credit

conditions. The Argentinian market, on the other hand, recorded an 8.1 percent decline in sales volume in 2024.

Stellantis’ maintained its market share leadership in South America even with the decrease of 0.6 percent from 23.5

percent in 2023 to 22.9 percent in 2024, as well as in Brazil and Argentina markets with 29.4 percent and 29.7 percent,

respectively. FIAT is the brand leader in the region, maintaining its leadership position with a 14.5 percent market share in

both 2023 and 2024. FIAT also led the pickup truck market in Brazil, with the Fiat Strada, Toro, and Titano, launched earlier

this year (together represent an aggregate of 43.1 percent market share in the segment). Jeep achieved 4.9 percent of the total

industry sales in Brazil with 12.9 percent market share in the SUV segment.

South America Distribution

In Brazil and Argentina, distribution is through dealers of each brand, although it is common for the same distributor

to have several stores in order to offer different brands. In other countries, distribution is through multi-brands importers or

dealers.

South America Dealer and Customer Financing

In the South America segment, we provide access to dealer and retail customer financing as well as rental products

through captive finance companies and through strategic relationships with financial institutions.

In Argentina, we have a 100 percent owned captive finance company, FCA Compañia Financiera S.A. (“FCA CF”)

that offers dealer and retail customer financing for the former FCA brands. In December 2024, Fidis S.p.A signed an

agreement with Banco BBVA Argentina S.A. (“BBVA”) for the disposal of 50 percent of FCA CF. This transaction is

subject to regulatory approvals and other customary closing conditions.

In addition, we have a 50 percent owned joint venture, PSA Finance Argentina Compañia Financiera S.A., that

offers dealer and retail customer financing and leasing services for the former PSA brands (with BBVA owning the other 50

percent).

In Brazil, we have three 100 percent owned captive finance companies that offers dealer and retail customer

financing and rental services with Banco Stellantis S.A. mainly focusing on dealer financing, Stellantis Financiamentos

Sociedade de Credito, Financiamento e Investimento S.A. on retail financing and Stellantis Locadora de Automoveis Ltda on

rental services.

China and India & Asia Pacific

China and India & Asia Pacific Sales and Competition

The following table presents Stellantis’ vehicle sales and market share in the China and India & Asia Pacific

segment:


	Years ended December 31,
	2024(1)(5)		2023(1)(5)		2022(1)(5)
China and India & Asia Pacific	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
China(2)*	48	0.2%	69	0.3%	94	0.4%
Japan	25	0.7%	33	0.8%	34	1.0%
India(3)	12	0.3%	17	0.4%	20	0.5%
Australia	11	0.9%	18	1.5%	18	1.7%
Asean & General Distributors (“AGD”)(4)	11	0.3%	12	0.3%	20	0.6%
South Korea	4	0.2%	7	0.4%	9	0.6%
New Zealand	1	1.2%	3	1.8%	3	2.1%
China and India & Asia Pacific major Markets	112	0.3%	157	0.4%	198	0.6%
Other China and India & Asia Pacific	1	—%	2	—%	1	—%
Total	113	0.3%	159	0.4%	199	0.5%

________________________________________________________________________________________________________________________________________________

* Includes Hong Kong and Taiwan

(1) Estimated market share information is derived from third-party industry sources of China & Asia Pacific countries (e.g. CADA and CPCA (China PC Domestic), CATARC

(China PC Import), FCAI (Australia), SIAM (India PC), JADA and JAIA (Japan), MIA (New Zealand), IHS (Thailand), MAA (Malaysia)) and internal information

(2) Data include vehicles sold by our joint ventures in China for Stellantis brands

(3) India market share is based on wholesale volumes

(4) AGD includes Bangladesh, Brunei, Cambodia, French Polynesia, Indonesia, Laos, Malaysia, Myanmar, Nepal, New Caledonia, Philippines, Singapore, Sri Lanka, Thailand

and Vietnam

(5) Sales reflect retail deliveries. China and India & Asia Pacific industry reflects aggregate for major markets where the Company competes (China (PC), Japan (PC), India

(PC), South Korea (PC and Pickups), Australia, New Zealand and AGD). Market share is based on retail/registrations except, as noted above, in India where market share is

based on wholesale volumes

Maserati excluded from volumes and market share

Leapmotor excluded from volumes and market share of the region

In 2024, 23.9 million vehicles were sold in China, which represents a 4.7 percent year-over-year increase. The

automotive industry grew by 4.8 percent in India due to new model launches from local OEMs lifting the market, dropped 6.7

percent in Japan due to local OEM regulatory issues, 2 percent increase in Australia coming from a strong sales increase in

hybrid models, decreased 4.4 percent in South Korea due to sales decline from local brands and New Zealand decreased by

13.9 percent due to the withdrawal of government incentives. The automotive industry in AGD experienced a sales decrease

of 5.6 percent due to economic slowdown in key markets during the year.

We sell a range of vehicles in the China and India & Asia Pacific segment, including small and compact cars,

premium mid-size cars, UVs and light CVs. Although our smallest segment by vehicle sales, the China and India & Asia

Pacific segment represents a significant growth opportunity and we are invested in building relationships with key partners in

India to increase our manufacturing footprint and presence in the region. In the China and India & Asia Pacific segment we

also distribute vehicles that are manufactured in the U.S. and Europe through our dealers and distributors.

China and India & Asia Pacific Distribution

In the key markets in the China and India & Asia Pacific segment (China, Australia, India, Japan, South Korea and

AGD), Stellantis vehicles are sold by our 100 percent owned subsidiaries or through DPCA to local independent dealers.

Dongfeng Peugeot Citroën Automobile Sales Co (“DPCS”) markets the vehicles produced by DPCA under various license

agreements in China, and a Stellantis fully-owned national sales company in China operates and manages the import

vehicles’ sales in China (except Maserati). We also operate through national sales companies in Australia, Japan, India,

Malaysia and South Korea. In AGD and smaller markets, we have agreements with general distributors.

China and India & Asia Pacific Dealer and Customer Financing

In China, we operate 100 percent owned finance and lease companies, Stellantis Automotive Finance Co., Ltd and,

since April 2023, following the finalization of an equity transfer agreement with Dongfeng, Stellantis Leasing Services Co

Ltd. These entities allow us to support our sales activities in China offering to our dealer networks and retail and commercial

customers, a full range of wholesale and retail financing as well as financial and operational leasing products. Cooperation

agreements are also in place with third-party financial institutions to provide dealer network and retail customer financing in

India, South Korea, Australia and Japan.

Maserati

The following table shows the distribution of Maserati sales by geographic regions and as a percentage of total sales

for each of the years ended December 31, 2024, 2023 and 2022:


	2024 Sales	As a percentage of 2024 sales	2023 Sales	As a percentage of 2023 sales	2022 Sales	As a percentage of 2022 sales
U.S./Mexico	4,807	32.6%	7,907	29.6%	6,945	29.7%
Europe top 4(1)	3,733	25.4%	6,035	22.6%	5,442	23.3%
China	1,209	8.2%	4,367	16.4%	4,680	20.0%
Japan	1,102	7.5%	1,729	6.5%	1,238	5.3%
Other countries	3,874	26.3%	6,651	24.9%	5,099	21.8%
Total	14,725	100.0%	26,689	100.0%	23,404	100.0%

________________________________________________________________________________________________________________________________________________

(1) Italy, United Kingdom, Germany and Switzerland

China includes Hong Kong

U.S. includes Mexico and Puerto Rico

In 2024, a total of 14.7 thousand Maserati vehicles were sold, a decrease of 12 thousand units compared to 2023.

This result is mainly influenced by lower Grecale volumes, reduced appetite for western OEM luxury products in China, the

impact of a reduction in the portfolio, as three nameplates ended production at the end of 2023, and the impact of inventory

reduction initiatives.

In Europe, depending on the country, access to dealer and customer financing for Maserati vehicles are either

through joint ventures with BNPP PF or with SCF. In China, our 100 percent owned captive finance companies, Stellantis

Automotive Finance Co. Ltd and Stellantis Leasing Services Co Ltd. provide dealer and retail financing and financial and

operational leasing products. In the U.S., JPMorgan Chase Bank is the main financial services provider to retail customers,

complemented also by SFS U.S. In other regions, we rely on local agreements with financial services providers for the

financing of Maserati brand vehicles to dealers and end customers.

Cyclical Nature of the Business

As is typical in the automotive industry, Stellantis’ vehicle sales are highly sensitive to general economic conditions,

availability of low interest rate vehicle financing for dealers and retail customers and other external factors, including fuel

prices, and as a result could vary substantially from quarter to quarter and year to year. Retail consumers tend to delay the

purchase of a new vehicle when disposable income and consumer confidence is low. Moreover, increases in inflation may

lead to subsequent increases in the cost of borrowing and availability of affordable credit for vehicle financing, which may

further influence retail consumers to delay the purchase of a new vehicle. In addition, Stellantis’ vehicle production volumes

and related revenues could vary from month to month, sometimes due to plant shutdowns, which could occur for several

reasons including raw material or component unavailability, production changes from one model year to the next and actions

to balance vehicle supply and demand fluctuations and also to adjust dealer stock levels appropriately. Plant shutdowns,

whether associated with model year changeovers or other factors such as temporary supplier interruptions, could have a

negative impact on Stellantis’ revenues and working capital as Stellantis continues to pay suppliers under established terms

while Stellantis would not receive proceeds from vehicle sales. Refer to “Liquidity and Capital Resources—Liquidity

Overview” included elsewhere in this report for additional information.

Legal Proceedings

Takata Airbag Inflators

Putative class action lawsuits were filed in March 2018 against FCA US, a wholly owned subsidiary of Stellantis, in

the U.S. District Courts for the Southern District of Florida and the Eastern District of Michigan, asserting claims under

federal and state laws alleging economic loss due to Takata airbag inflators installed in certain of our vehicles. The cases

were subsequently consolidated in the Southern District of Florida.

In November 2022, the Court granted summary judgment in FCA US’s favor against all claimants except those in

Georgia and North Carolina. Plaintiffs were granted leave to file an amended complaint to add additional states to the

pending action. Plaintiffs’ appeal of the grant of summary judgement was dismissed by the Court for lack of jurisdiction. In

May 2024, the Court entered an order to allow FCA US’s renewed motions for summary judgment to address the remaining

amended claims.

In June 2023, the Court entered an order preliminarily granting class certification for the amended complaint. In July

2023, the Court revisited its class certification order and further narrowed the classes based on a recent Court of Appeals

decision. FCA US’ appeal of the Court’s preliminary order was denied.

Emissions

We face class actions and individual claims alleging emissions non-compliance in several countries. Several former

FCA and PSA companies and Dutch dealers have been served with class actions in the Netherlands by Dutch foundations

seeking monetary damages and vehicle buybacks in connection with alleged emissions non-compliance of certain vehicles

equipped with diesel engines. We have also been notified of a potential class action on behalf of Dutch consumers alleging

emissions non-compliance of certain former FCA vehicles sold as recreational vehicles, and are subject to a securities class

action in the Netherlands, alleging misrepresentations by FCA. Class actions alleging emissions non-compliance has also

been filed and are on-going in Portugal regarding former FCA vehicles, in the UK regarding former FCA and PSA vehicles,

and in Israel regarding former PSA vehicles. We are also defending approximately 4,000 pending individual consumer claims

alleging emissions non-compliance in Germany and approximately 60 individual consumer cases in Austria relating to former

FCA vehicles.

The results of the private litigation matters described above cannot be predicted at this time and may lead to damage

awards which may have a material adverse effect on our business, financial condition and results of operations. It is also

possible that these matters and their ultimate resolution may adversely affect our reputation with consumers, which may

negatively impact demand for our vehicles and consequently could have a material adverse effect on our business, financial

condition and results of operations.

General Motors

In November 2019, General Motors LLC and General Motors Company (collectively, “GM”) filed a lawsuit in the

U.S. District Court for the Eastern District of Michigan against FCA US, FCA N.V., now Stellantis N.V., and certain

individuals, claiming violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, unfair competition and

civil conspiracy in connection with allegations that FCA US made payments to The International Union, United Automobile,

Aerospace and Agricultural Implement UAW officials that corrupted the bargaining process with the UAW and as a result

FCA US enjoyed unfair labor costs and operational advantages that caused harm to GM. GM also claimed that FCA US had

made concessions to the UAW in collective bargaining that the UAW was then able to extract from GM through pattern

bargaining which increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and

FCA N.V. The court dismissed GM’s lawsuit with prejudice and the U.S. Court of Appeals for the Sixth Circuit subsequently

affirmed the dismissal of GM’s complaint. In April 2023, the U.S. Supreme Court declined to grant review of the Sixth

Circuit’s decision, which finally resolved the federal court case.

Following dismissal of its Federal court case, GM filed an action against FCA US and FCA N.V., now Stellantis

N.V., in Michigan state court, making substantially the same claims as it made in the federal litigation. In October 2021, the

court granted Stellantis N.V. and FCA US’s motion for summary disposition. GM filed a motion for reconsideration and in

December 2021, the court granted GM’s motion, permitting GM to amend its complaint. GM filed a second amended

complaint in December 2021. In May 2022, the court denied FCA US’s motion for summary disposition and permitted

discovery to proceed against FCA US. In July 2022, the court granted Stellantis N.V.’s motion for summary disposition, but

in November 2022 the court granted GM’s motion for reconsideration and permitted jurisdictional discovery to proceed

against Stellantis N.V. The case is currently stayed while the Michigan Court of Appeals considers certain trial court rulings

regarding privilege.

2024 Financial Guidance

In August 2024, a putative securities class action complaint was filed in the U.S. District Court of the Southern

District of New York against Stellantis N.V. and certain of its former officers, alleging that the defendants made material

misstatements relating to the Company’s 2024 financial guidance.

Government Inquiries

Emissions

We are subject to criminal and civil governmental investigations alleging emissions non-compliance in certain

European jurisdictions and we continue to cooperate with these investigations.

As part of the judicial investigation of several automakers in France, commencing in 2016 and 2017, Automobiles

Peugeot and Automobiles Citroën were placed under examination by the Judicial Court of Paris in June 2021 on allegations

of consumer fraud in connection with the sale of Euro 5 diesel vehicles in France between 2009 and 2015. In July 2021, FCA

Italy (now known as Stellantis Europe) was placed under examination by the same court for possible consumer fraud in

connection with the sale of Euro 6 diesel vehicles in France between 2014 and 2017. As is typical in a French criminal

inquiry, each of the companies were required to pay bail for the potential payment of damages and fines and to ensure

representation in court, and to provide a guarantee for the potential compensation of losses. None of these amounts were,

individually or in aggregate, material to the Company. Civil parties have joined the prosecutor’s case and may seek further

compensation.

In May 2023, the German authority, Kraftfahrt-Bundesamt (“KBA”) notified Stellantis of its investigation of certain

Opel Euro 5, Fiat Euro 5 and Euro 6 vehicles and its intent to require remedial measures based on the alleged non-compliance

of the diesel engines in certain of those vehicles. The KBA subsequently expanded its inquiry to include Euro 5 and Euro 6

engines used in certain Alfa Romeo, Fiat and Jeep vehicles, as well as Suzuki vehicles equipped with diesel engines supplied

by FCA Italy and requested information relating to all Stellantis vehicles that may make use of strategies similar to those

allegedly used by the identified vehicles. In January 2024, the KBA advised that the Opel vehicles, equipped with Euro 5

engines, are non-compliant. At the KBA’s request, during the first half of 2024, Opel submitted a plan to bring the vehicles

into compliance. In July 2024, Opel received a formal decision of non-compliance from the KBA regarding its vehicles

equipped with Euro 5 diesel engines. Although we objected to this formal decision, we continue to cooperate with the KBA

inquiries and, at this stage, we are unable to reliably evaluate the likelihood that a loss will be incurred or estimate a range of

possible loss. Given the number of vehicles potentially involved, however, the cost of any recall, and the impact that any

recall could have on related private litigation, may be significant.

In December 2019, the Italian Ministry of Transport (“MIT”) notified FCA Italy of communications with the Dutch

Ministry of Infrastructure and Water Management (“I&W”) regarding certain irregularities allegedly found by the RDW and

the Dutch Center of Research TNO in the emission levels of certain Jeep Grand Cherokee Euro 5 models and a vehicle model

of another OEM containing a Euro 6 diesel engine supplied by FCA Italy. In January 2020, the Dutch Parliament published a

letter from the I&W summarizing the conclusions of the RDW regarding those vehicles and engines and indicating an

intention to order a recall and report their findings to the Public Prosecutor, the European Commission (“EC”) and other

member states. FCA engaged with the RDW to present our positions and cooperate to reach an appropriate resolution of this

matter. FCA Italy proposed certain updates to the relevant vehicles that have been tested and approved by the RDW and are

now being implemented without further concerns being raised by RDW.

In July 2020, unannounced inspections took place at several of FCA’s sites in Germany, Italy and the UK at the

initiative of the Public Prosecutors of Frankfurt am Main and of Turin, as part of their investigations of potential violations of

diesel emissions regulations and consumer protection laws. In April 2022, former FCA companies received an order to

produce documents to the Public Prosecutors. In October 2022, inspections took place at the Italian offices of FCA Italy and

Maserati and at the German office of Maserati Deutschland. At the Public Prosecutor of Turin’s request, the Italian

proceedings were dismissed in September 2023 and October 2023. We continue to participate in discussions with the Public

Prosecutor of Frankfurt to resolve this matter regarding former FCA vehicles and, based on the status of those discussions,

we have recognized a provision in an amount that is not material to the Company.

In January 2024, the EC notified the MIT of the alleged non-compliance of Fiat Ducato Euro 5 and Euro 6 vehicles

based on tests performed at the EC’s request. We are cooperating with the MIT in its substantive responses to EC.

End of Life Vehicles

In March 2022, the EC and the UK Competition and Markets Authority (the “CMA”) conducted unannounced

inspections at the premises of Opel and several other companies and associations active in the European automotive sector.

These inspections, as well as contemporaneous and subsequent information requests received from the EC and CMA, relate

to potential collusion in the collection, treatment, and recovery of end-of-life vehicles and whether such activity may have

violated relevant competition laws. We continue to cooperate with these investigations.

Environmental and Other Regulatory Matters

At Stellantis, we engineer, manufacture and sell our products and offer our services around the world, subject to

regulatory requirements applicable to our products that relate to vehicle emissions, fuel economy, emission control software

calibration and on-board diagnostics and vehicle safety, as well as those applicable to our manufacturing facilities that relate

to stack emissions, the management of waste, water and hazardous materials, prohibitions on soil contamination, and worker

health and safety. Our vehicles and the propulsion systems that power them must also comply with extensive regional,

national and local laws and regulations (including those that regulate end-of-life vehicles (“ELVs”) and the chemical content

of our parts).

Compliance with the range of regulatory requirements affecting our facilities and products involves significant costs

and risks. We consistently monitor the relevant global regulatory requirements affecting our facilities and products and adjust

our operations and processes as we seek to remain in compliance although, in certain exceptional circumstances, we may

from time to time fail to meet a particular regulatory requirement. For a discussion of the environmental and other regulatory-

related risks we face, refer to “Risk Factors-Risks Related to the Legal and Regulatory Environment in which We Operate.”

included elsewhere in this report for additional information.

Automotive Tailpipe Emissions

Numerous laws and regulations place limits on vehicle emissions, including standards on tailpipe exhaust emissions

and evaporative emissions. These standards govern a category of emissions called “criteria emissions” that does not include

greenhouse gases (“GHGs”). Related laws impose requirements on how vehicles’ emission control systems are designed to

ensure emissions are controlled in normal, real driving conditions, as well as requirements to employ diagnostic software to

identify and diagnose problems with emission control components, which if undiagnosed could lead to higher emissions. This

diagnostic software is called an on-board diagnostic system (“OBD”).

Regulations also require manufacturers to conduct vehicle testing to demonstrate compliance with these emissions

limits for the useful life of a vehicle.

These requirements become more challenging each year, especially in light of increased scrutiny of emission control

systems for internal combustion engines, and we expect these emissions and requirements will continue to become even more

stringent worldwide.

North America Region

The U.S. Environmental Protection Agency (“EPA”) has established federal Tier 4 emissions standards and CARB

has adopted Low Emission Vehicle (“LEV”) IV emission standards. EPA and CARB both review manufacturers’ emission

control software design as part of their emission certification evaluation, whereas EPA has delegated the administration of

OBD software requirements to CARB.

In addition to its LEV III emissions standards, CARB regulations also require that a specified percentage of cars and

certain light-duty trucks sold in California qualify as zero emission vehicles (“ZEV”), such as electric vehicles, hybrid

electric vehicles or hydrogen fuel cell vehicles. Advanced Clear Car II Regulations (“ACC II”) requires that ZEV sales

increase to 100 percent of new vehicle sales by the 2035 model year. Other states have adopted or are in the process of

adopting CARB standards. Similarly, Quebec has amended its light-duty regulations to require that ZEV sales increase to 100

percent of new vehicle sales by the 2035 model year.

EPA and CARB have also set heavy-duty vehicle criteria emissions standards. CARB’s Omnibus Low NOx

regulation took effect for 2024 model year and reflects a 75 percent reduction in NMOG+NOx from prior levels, with a

further reduction in 2027 model year. EPA’s Clean Trucks Program will take effect in 2027 model year and is similar in

stringency to CARB’s Omnibus Low NOx regulation.

Similar to its light-duty rule, CARB regulations require medium- and heavy-duty vehicle manufacturers to sell a

specified percentage of ZEVs. The Advanced Clean Trucks regulation has annually increasing ZEV sales requirements for

medium- and heavy-duty manufacturers which increase to 100 percent battery electric or fuel cell electric vehicles in 2036

model year.

Enlarged Europe Region

In Europe, emissions are regulated by the European Union (“EU”) and the United Nations Economic Commission

for Europe. EU Member States can provide tax incentives/contributions for the purchase of vehicles that are rated as ZEVs or

for vehicles that meet emission standards earlier than the compliance date. Vehicles must meet emission requirements and

receive specific approval from an appropriate Member State authority before they can be sold in any EU member state, and

these regulatory requirements include random testing of newly assembled vehicles and market surveillance testing of vehicles

in the field for emission compliance.

Euro 6 emission levels are currently in effect for all passenger cars and light commercial vehicles which required

additional technologies and increased the cost of diesel engines compared to prior Euro 5 standards. These technologies have

put additional cost pressure on the already challenging European market for small and mid-size diesel-powered vehicles.

Further requirements of Euro 6 have been developed by the EU and are effective for all new passenger cars and light

commercial vehicles. In addition to the Worldwide Harmonized Light Vehicle Test Procedure (“WLTP”), real driving

emissions (“RDE”) test procedures assess the regulated emissions of light duty vehicles under real driving conditions. Test

requirements related to RDE, as well as requirements relating to On-board Fuel and/or Energy Consumption Monitoring

Device for Fuel Consumption Monitoring, are in effect for all new passenger cars and light commercial vehicles.

A new Euro 7 regulation was published in May 2024 and some portions of the new regulation will apply beginning

in late 2026.

The primary new requirements of the new Euro 7 regulation will be the introduction of limits for particles emitted

by brakes and tire abrasion, as well as stringent battery durability requirements.

For a discussion of emissions-related inquiries from relevant governmental agencies in the EU, refer to Note 27,

Guarantees granted, commitments and contingent liabilities, within the Consolidated Financial Statements included

elsewhere in this report for additional information. Refer also to “Risk Factors-Risks Related to the Legal and Regulatory

Environment in which We Operate” included elsewhere in this report for additional information.

South America Region

Certain countries in South America follow U.S. procedures, standards and OBD requirements, while others follow

European procedures, standards and OBD requirements. In Brazil, vehicle emission standards are regulated by the Ministry

of the Environment. The environmental phase of regulations (PROCONVE L7), which went into effect in 2022 and ended on

2024, set new tailpipe, evaporative and noise, vibration and harshness limits, and new OBD and RDE requirements. Under

the current phase of regulations (PROCONVE L8), which went into effect in January 2025 with new requirements, the

Company has fleet target limits (U.S. BIN methodology) and RDE compliance factors, increasing in stringency from 2025 to

2031. Argentina has implemented regulations that mirror the EU Euro 5 standards. In Chile, Euro 6b standards are in force

until September 30, 2025, at which time Euro 6c will become effective.

China and India & Asia Pacific Region

China 6 standards were released in 2016 and were applied nationwide, beginning in January 2021 with China 6a

thresholds and China 6b thresholds in July 2023. China 6a and 6b have more stringent tailpipe emissions thresholds than

Euro 6, implement OBD requirements similar to U.S. OBD II and evaporative emission control requirements, and add RDE

and U.S. onboard refueling vapor recovery requirements. Beginning July 2023, a more stringent RDE conformity factor was

implemented and emission durability mileage was extended to 200,000 kilometers. A preliminary study on China 7 emissions

has been initiated which, in addition to emissions pollutants, may add ammonia and brake wear particles to the regulations.

OBD requirements are also expected to be updated to accommodate the increasing market penetration of BEVs. The formal

legislation process is expected to begin in 2025.

For all gasoline vehicles, including mild hybrid electric vehicles (“MHEVs”) and PHEVs, South Korea has

implemented regulations that are similar to California’s LEV III regulations, and beginning in 2026 will implement

regulations that are similar to LEV IV regulations, while diesel vehicles are required to meet Euro 6 emissions requirements.

Japan has adopted the UN R154, which is WLTP without highway speeds and scenarios known as the Extra High phase, for

all vehicle models.

India has implemented nationwide Bharat Stage VI (“BSVI”) Emission norms (equivalent to Euro 6). Stage 2 of

BSVI norms with more stringent OBD limits, RDE and an in-use performance ratio, was implemented beginning April 2023.

Currently E5/E10 fuel is the reference fuel for BSVI, and there is a plan to change the fuel to E20 in April 2025. A proposal

has also been made to change the emission test cycle from Modified Indian Driving Cycle to WLTP beginning in April 2027.

In addition, Australia is developing a revised Regulatory Impact Statement to introduce mandatory Euro 6 standards

beginning in 2027. Euro 5 standards are expected to remain in force until such time.

Automotive Fuel Economy and Greenhouse Gas Emissions

North America Region

In the U.S., the National Highway Traffic Safety Administration (“NHTSA”) enforces minimum corporate average

fuel economy (“CAFE") standards for fleets of new passenger cars and light-duty trucks sold in the U.S. CAFE standards

apply to all domestic and imported passenger car and light-duty truck fleets and currently target fuel economy increases

through model year 2031. Failure to meet NHTSA CAFE standards results in the payment of civil penalties. CAFE civil

penalties are calculated by multiplying the number of vehicles by the penalty rate, which is subject to an annual inflation

adjustment.

EPA has also promulgated a GHG rule under the federal Clean Air Act, the stringency of which increases year-over-

year through model year 2031.

In March 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more stringent,

GHG emission standards for passenger vehicles and light duty trucks (the “California Waiver”). California emission

standards covered by the California Waiver may be adopted by other states and to date 17 other states (the “California Waiver

States”) have adopted California’s GHG emissions standards under the California Waiver. 

Prior to the EPA’s withdrawal of the California Waiver, automotive OEMs were deemed to be compliant with

California’s GHG emissions standards if they were compliant with the EPA’s GHG standards. This “deemed to comply”

mechanism was removed from the California regulation prior to the reinstatement of the California Waiver. As interpreted by

CARB, the EPA’s reinstatement of the California Waiver together with the removal of the “deemed to comply” mechanism

means that automotive OEMs are retroactively subject to the separate California GHG standards beginning with the model

year 2021 fleet. To settle and resolve CARB’s regulation of automotive GHG emission reductions for model years 2021-2026

and to obtain greater certainty regarding continuing automotive GHG emission reduction and zero-emission vehicle

requirements, Stellantis and CARB entered into a Settlement Agreement that sets forth GHG fleet commitments for model

years 2021-2026.

For heavy duty vehicles (>8,500 pound gross vehicle weight rating), the U.S. GHG and fuel consumption standards

are utility based (payload and towing) and are increasing in stringency through 2032 and 2035, respectively. Heavy-duty

vehicles which exceed 14,000 pounds gross vehicle weight rating also have GHG and fuel consumption standards based on

service class and usage with increasing stringency through 2032 for GHG, and 2027 for fuel consumption.

The Canadian market has adopted GHG standards derived from the U.S. government’s footprint-based structure and

generally align with its technology-adoption compliance approach.

Mexico is expected to adopt a fleet average target for CO2 per kilometer, using the U.S. government’s footprint-

based regulatory structure. Starting in model year 2025, the stringency of the annual target will increase annually and will do

so until model year 2027, when it will reach 85.0-116.7 grams of CO2 per kilometer. The Mexican government is also

expected to provide CO2 credits for the use of efficient technologies, including electric vehicles and efficient air conditioning

systems. Voluntary reporting of model years 2019 through 2024 is allowed for credit generation.

Enlarged Europe Region

WLTP is in force for all registered passenger cars and LCVs. Each automobile manufacturer must meet a specific

registrations-weighted fleet average target for CO2 emissions from vehicles registered in the EU. This regulation sets an

industry fleet average target of 93.6 grams of CO2 per kilometer for passenger cars from 2025. Automobile manufacturers

that make use of innovative technologies, or eco-innovations, which improve real-world fuel economy but may not show

results in the test cycles, such as LED lighting, may gain an average credit for the manufacturer's fleet of up to seven grams

of CO2 per kilometer until 2024 and up to six grams from 2025 to 2029. The EU has also adopted standards for regulating

CO2 emissions from LCVs. This regulation set an industry fleet average target of 153.9 grams of CO2 per kilometer for LCVs

from 2025. Non-compliance with the fleet average targets will result in financial penalties to the manufacturer of €95 per CO2

gram over the target amount multiplied by the number of vehicles sold in the European market.

The European Regulations set CO2 emissions targets starting from 2025 and 2030 and requires a 15 percent

reduction from 2021 levels in 2025 (both passenger cars and LCV), a 55 percent reduction for passenger cars and a 50

percent reduction for LCV in 2030 from 2021 levels, and a 100 percent reduction in 2035 from 2021 levels (for both

passenger cars and LCV).

Other countries in Enlarged Europe region outside of the EU perimeter have introduced specific regulations aimed to

reduce vehicle CO2 emissions and fuel consumption. As an example, the United Kingdom has implemented a new regulation

applicable from 2024 with, in particular, new obligations for manufacturers related to ZEV market share targets increasing

each year and a credit trading system.

South America Region

In Brazil, the MOVER program, which follows the same concept as ROTA 2030, proposes to establish new

mandatory requirements for vehicle commercialization, including a new vehicle labeling program, commitments to achieve

new minimum level of energy efficiency, structural performance and driver assistance and a commitment to achieve

recyclability and recoverability rates.

The MOVER regulations for CO2 and fuel efficiency will start in 2026 and propose to incorporate two fleet

categories split into: combined passenger cars and large SUV, and light commercial vehicles. Among other things, the rule

rewards the improvement of energy efficiency by adopting ethanol fuel and EV technologies, and provides credit flexibilities

for technologies that provide benefits in conditions that are not seen on the standardized government test cycles.

Although there is no current mandatory greenhouse gas requirement in Argentina, in 2022 the government

implemented a comparative labeling based on the European statements (NEDC cycle).

In Chile, the country’s first energy efficiency laws which include the vehicle sector, were published in 2021. The

regulations defining fuel economy technical rules and targets for light duty vehicles were published in 2022 and implemented

in 2024, while regulations defining rules and targets for medium-duty and heavy-duty vehicles were published in 2024 and

are expected to be implemented in 2026.

China and India & Asia Pacific Region

China has adopted WLTP for conventional and PHEVs and a unique Chinese test cycle is applied to battery electric

vehicles. The 2021-2025 Phase V Corporate Average Fuel Consumption (“CAFC”) rules increase in stringency, reaching a

target of 4.6 liters per 100 kilometers by 2025.

New Energy Vehicles (“NEVs”) consist of PHEVs, BEVs, and fuel cell vehicles, which generate positive NEV

credits, improve CAFC performance and provide a volume multiplier in the CAFC calculation, subject to meeting certain

criteria. Currently, off-cycle credit flexibilities in China are available in the areas of high efficiency air conditioning and

regenerative braking technologies, subject to meeting certain standards.

China’s Ministry of Industry and Information Technology have released administrative rules regarding CAFC and

NEV credits. Non-compliance with the CAFC target in these administrative rules can be offset through carry-forward CAFC

credits, transfer of CAFC credits within affiliates, the OEMs use of its own NEV credits, or the purchase of NEV credits.

Non-compliance with the NEV credit target can be offset either by the purchase of NEV credits or the OEM’s own eligible

carry-forward NEV credits. The homologation of new products that exceed CAFC targets will be suspended for OEMs that

are unable to offset CAFC and/or NEV deficits until the deficits are offset.

India and certain other Asia Pacific markets have enacted fuel consumption and GHG targets. For example, from

April 2022, India began enforcing phase II CAFC targets (CO2 ~113gm/km @ 1082 kg) and there is a proposal to enforce

Phase III CAFC targets with WLTP beginning in April 2027, however, these CO2 targets have not yet been finalized.

South Korea has implemented a Phase III of CAFE/CO2 standards with more stringent targets each year through

2030. Japan has implemented a fuel economy standard that switched from vehicle weight class average to corporate average

fuel economy. In Australia, although there is no mandatory GHG standard, the Federal Chamber of Automotive Industries

member companies implemented a voluntary CO2 target for light vehicles. A new regulatory framework for CAFE/CO2

standards is expected to be equally or more stringent than EU new car CO2 standards.

Management of end-of-life products

In European markets, pursuant to the EU End-of-Life Vehicle Directive (2000/53/EC) (the “EU ELV Directive”), all

vehicle manufacturers are required to set up a take-back network with professional dismantling partners to collect the

vehicles from their last owners or holders when such vehicles have reached the end of their lives, and recycle them to achieve

a minimum re-use and recovery rate of 95 percent of the average weight vehicle.

The EU is reviewing the EU ELV Directive and the EU reusability, recyclability and recoverability directives, and a

new ELV regulation is anticipated to be finalized by the end of 2025 and effective one year later. The new regulation aims to

integrate the principles of eco-design and the obligations of recycled materials in new vehicles, for better management of

ELVs and better efficiency by reducing illegal export of ELVs out of the EU, increasing the quantity and quality of recycled

materials, and defining a fair allocation of costs between stakeholders.

The EU also published Regulation 2023/1542 in July 2023, regarding batteries and waste batteries, with a particular

focus on automotive traction batteries.

In France, in anticipation of the final EU regulation, the government published a new ELV Decree (2022/1495) in

November 2022 regulating “enlarged producer responsibility” in France and aims to reduce illegal activity, take charge of

abandoned ELVs, and offer a free service for collection of ELVs from the last owners residing in France and the French

overseas territories. Under the decree, each OEM must directly assume the collection and processing of the ELVs under its

brands, either through an “eco-organism” (a collective non-profit system) or an “individual system” of a particular OEM,

approved by the French authorities. In 2024, implementing rules defining the requirements for the eco-organisms and

individual systems were established.

In Brazil the MOVER program took effect in 2024 and is based on the European ELV regulations. The program

aims to promote vehicle recycling by establishing minimum requirements for vehicle recyclability, such as recycling and

recovery rates, mandatory identification of recyclable parts and dismantling manuals, and implementation of potential tax

incentives for exceeding the targets and removing end of life vehicles for dismantling and recycling purposes.

Vehicle Safety

North America Region

All new vehicles and vehicle equipment sold in the U.S. are governed by the National Traffic and Motor Vehicle

Safety Act of 1966 (the “NTMVS Act”), which requires that all new vehicles and equipment meet the Federal Motor Vehicle

Safety Standards (“FMVSS”) established by NHTSA. Costs continue to increase to meet the FMVSS and other requirements

from NHTSA and to meet the expectations of other public organizations and trade associations, such as the New Car

Assessment Programs (“NCAPs”) of various markets, the safety rating program of the Insurance Institute for Highway Safety

(“IIHS”) and voluntary commitments led by the Alliance for Automobile Innovation. These new vehicle and equipment

requirements and expectations include some that are not globally harmonized. For example, NCAPs rate and compare

vehicles to provide consumers with additional information about new vehicle safety and may employ crash tests and other

evaluations that differ from applicable mandatory regulations. In the U.S., the NCAP uses a five-star rating system to indicate

vehicle safety levels.

The NTMVS Act also mandates that vehicle manufacturers address any defects related to vehicle safety through

safety recall campaigns. A manufacturer is obligated to recall vehicles if it is determined that vehicles fail to meet a safety

standard or contain a safety-related defect. The manufacturer must notify NHTSA and vehicle owners and provide a remedy

at no cost. The actual costs of such a safety recall campaign can be significant and may result in reputational harm.

The regulatory requirements in Canada generally align with U.S. regulations; but the Canadian Motor Vehicle Safety

Act grants the Minister of Transport the power to mandate that manufacturers report defects or non-compliance that it deems

are a safety issue. A new regulation implementing Administrative Monetary Penalties (“AMPs”) was implemented in 2023.

Enlarged Europe Region

Vehicles sold in Europe are subject to vehicle safety regulations and standards, primarily under the General Safety

Regulation (“GSR”), established by the EU and incorporates United Nations Economic Commission for Europe (“UNECE”)

regulations. In very limited cases, new vehicles sold in Europe may be subject to regulations and standards established by

individual member states. The EU has adopted rigorous requirements, especially in the area of autonomous vehicle features,

such as a driver availability monitoring system, automated lane keeping systems, and systems to replace driver’s control. The

GSR incorporates the United Nations vehicle system approval regulations and includes compulsory introduction of various

active and passive safety requirements, including manufacturer’s certifications for cybersecurity features and related vehicle

applications. Mandatory software updates for registered vehicles are also anticipated in the EU, pending national

implementation by each Member State in accordance with registration rules. New GSR regulations also set provisions on

mandatory active safety features, such as lane departure warning systems, advanced driver distraction warning, intelligent

speed assistance, and advanced emergency braking.

In addition, the General Product Safety Regulation (Regulation (EU) 2023/988, “GPSR”) is a new key instrument in

the EU product safety legal framework, which replaced the current General Product Safety Directive in December 2024.

South America Region

Vehicles sold in the South America region are subject to different vehicle safety regulations according to each

country, generally based on UNECE standards.

Under the MOVER Program, Brazil has proposed to establish new mandatory fleet safety targets, including structural

performance and driver assistance technologies such as advanced emergency braking system and lane departure warning

system, with penalties for non-compliance.

China and India & Asia Pacific Region

In China, a mandatory comprehensive event data recorder regulation, which is more complex and expansive than

U.S. regulations, was implemented on new passenger vehicles beginning in 2022. A pedestrian protection regulation, similar

to UN R127, will be introduced starting January 2025 for new vehicle models and January 2027 for all vehicles. New

mandatory eCall requirements are also being drafted in China, Malaysia, and South Korea.

A rating system similar to the U.S. NCAPs, known as C-NCAP, employs a strict rating structure to reduce the

number of five-star ratings. Moreover, the China Insurance Auto Safety Index, similar to IIHS, enforces stringent standards

for passenger and pedestrian protection and technologies directed at driver assistance. Compliance with these systems and

standards introduce additional obligations for safety testing and added mandated safety features, potentially incurring

substantial added cost.

Industrial Environmental Control

Our operations are subject to a wide range of environmental protection laws including those laws regulating air

emissions, water discharges, waste management and related environmental effects and environmental clean-up. Certain

environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of original

disposal, or ownership of a disposal site. Under certain circumstances, these laws impose liability for related damages to

natural resources.

To comply with these requirements, Stellantis utilizes environmental management system (“EMS”) on its

operations, which are designed to ensure compliance with applicable regulatory requirements and reduce the environmental

impact of our manufacturing activities. This program operationalizes our commitment to responsible environmental

management of our manufacturing methods and processes. We have established a corporate requirement that all of our

manufacturing facilities become certified under the EMS requirements set forth in the ISO 14001 standard (ISO is an

Financial Overview

Management's Discussion and Analysis of the Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with the

information included under “Stellantis Overview” and the Consolidated Financial Statements included elsewhere in this

report. This discussion includes forward-looking statements and involves numerous risks and uncertainties relating to

Stellantis, including, but not limited to, those described under “Cautionary Statements Concerning Forward Looking

Statements” and “Risk Factors”. Actual results may differ materially from those contained in any forward looking

statements.

For a discussion of 2023 results compared to 2022 results, see “FINANCIAL OVERVIEW - Management's

Discussion and Analysis of the Financial Condition and Results of Operations"” included in our 2023 Annual Report and

Form 20-F, as filed with the SEC on February 22, 2024, which specific discussion is incorporated herein by reference.

Trends, Uncertainties and Opportunities

The trends, uncertainties and opportunities facing Stellantis are summarized below:

Shipments and Dealer Inventories. Vehicle shipments are generally driven by expectations of consumer demand for

vehicles, which is affected by economic conditions, availability and cost of dealer and customer financing and incentives

offered to retail customers, as discussed further below. In the short and medium term, shipments are also affected by the level

of inventories held by dealers – when dealer-owned inventories are unusually high, dealers typically decrease their orders for

new vehicle shipments. For example, a significant build-up in dealer inventories, particularly in the U.S., adversely affected

our shipments in 2024. Although U.S. dealer inventory levels normalized in December 2024, increased dealer-owned

inventories impacted our vehicle pricing and profitability, as discussed below.

In our financial information presented in this report, we recognized revenue at the same time as the transfer of

control of goods sold. For new vehicles, this transfer generally corresponds to the date when the vehicles were made available

to independent dealers or, in the case of direct sales to end-customers through owned dealers, the delivery date of the vehicle

to end-customers.

Revenues from service contracts and connectivity services are generally recognized over the contract period in

proportion to the costs expected to be incurred based on the Company’s historical experience. These services are either

included in the selling price of the vehicle or separately priced. Revenue for services is allocated based on the estimated

stand-alone selling price. Costs associated with these services are deferred and are subsequently amortized to expense

consistent with how the related revenue is recognized.

Tariffs and Trade Policy. There has been a recent and significant increase in activity and speculation regarding

tariffs and duties between the U.S. and its trading partners, including China, Canada, Mexico and the European Union,

including recent announcements by the U.S. administration of its intention to enact a variety of new tariffs, including on

automobiles and steel and aluminum products. Tariffs or duties implemented between the U.S. and its trading partners or

among other major economies may result in increased productions costs, higher consumer prices, reduced consumer demand

and/or reduced profitability for our products. In addition, the availability of components and raw materials may be adversely

affected.

Electrification. The impact of the transition to electrification on our results is complex and difficult to predict and

will depend on regulatory developments, government incentives and retail consumers’ willingness and ability to purchase

more expensive BEVs. Whether our investments in electric platforms will lead to attractive returns and, more generally, the

degree to which electrification may have a negative impact on our margins, are each highly uncertain. In addition, the

timeline of our transition to electrification and the duration of the impacts, both positive and negative, of this transition on our

margins and results of operations are also highly uncertain. Refer to “Vehicle Profitability” below for a discussion of margins

on the sale of BEVs. Refer also to “Risk Factors - Our future performance depends on our ability to accurately predict

market demand for electrified vehicles.” included elsewhere in this report for additional information. In recent periods,

governments have issued mixed messages regarding the required timing for the transition to electrification, in some cases

delaying previously stated targets. As a result, the potential for diverging government approaches in different geographies has

increased. The industry has also begun to experience slowing consumer demand for BEVs in recent periods. These

developments and uncertainties are likely to make it more difficult and costly for us and other manufacturers to plan and

implement the investments required for the transition to electrification.

Product Development and Technology. A key driver of consumer demand, and therefore our performance, is the

continued refresh, renewal and evolution of our vehicle portfolio, and we have announced commitments of significant capital

and resources toward the introduction of new vehicle platforms and new software technologies. In order to realize a return on

the significant investments we have made and intend to make, and to maintain competitive operating margins, we will have to

continue significant investment in new vehicle launches. However, several of our new vehicles experienced delayed launches

in 2024 to ensure the appropriate level of quality at launch.

The costs associated with product development, vehicle improvements and launches, impact our Net profit. In

addition, our ability to continue to make the necessary investments in product development, and recover the related costs,

depends in large part on the market acceptance and success of the new or significantly refreshed vehicles we introduce. New

launches are supported by marketing and profitability studies carried out several years prior to their actual launch, which

increases the risk of not meeting customer preferences, resulting in lower volumes than forecasted or selling at lower prices

and negatively impacting profitability.

The research and development expenses presented in the financial information in this report include the cost of

scientific and technical activities, intellectual property rights, and the education and training necessary for the development,

production or implementation of new or substantially improved materials, methods, products, processes, systems or services.

Development expenditures are recognized as an intangible asset if we can demonstrate (i) our intention to complete the

intangible asset as well as the availability of technical, financial and other resources for this purpose; (ii) that it is probable

that the future economic benefits attributable to the development expenditure will flow to the entity; and (iii) that the cost of

the asset can be reliably measured. Capitalized development expenditures includes related borrowing costs.

Future developments in our product portfolio could lead to significant capitalization of development assets and

thereafter amortization of such assets. Our time to market has historically been approximately 24 months, but varies

depending on the specific product, from the date the design is signed-off for tooling and production, after which the product

goes into production, resulting in an increase in amortization. Therefore, our operating results are impacted by the cyclicality

of our research and development expenditures based on our product plans and our ability to bring projects timely into

production.

In order to meet expected changes in consumer demand and regulatory requirements, and in consideration of the

environmental, economic and social impacts of the Company’s activities, we intend to continue to invest significant resources

in product development and research and development. In addition, we expect to continue to invest in alternative fuel

vehicles as the related initiatives and markets are identified as well as in software-based technologies including autonomous

driving developments. While we seek to optimize our research and development investments, we acknowledge that we are

currently in a cycle of significantly higher investments, particularly as it relates to electrification, which is expected to lead to

higher amortization charges once the subject assets start production.

Vehicle Profitability. Our results of operations reflect the profitability of the vehicles we sell, which tends to vary

based upon a number of factors, including vehicle size and model, the content of those vehicles, brand positioning, and the

mix of electric, hybrid and internal-combustion engines. Vehicle profitability also depends on sales prices to dealers and fleet

customers, net of sales incentives, costs of materials and components, as well as transportation and warranty costs.

Our larger vehicles, such as UVs and pickup trucks, have historically been more profitable on a per vehicle basis

than smaller vehicles. In recent years, consumer preferences for certain larger vehicles, such as SUVs, have remained high,

particularly in the U.S., however, there is no guarantee this trend will continue and there is evidence that U.S. consumer

demand may be shifting toward midsize vehicles in response to increases in fuel prices, inflation and interest rates.

In addition, against a backdrop of significant technological development, changing consumer patterns and new

competitive forces, the cost of complying with tightening regulatory requirements could negatively impact our profitability.

Vehicle models that are equipped with BEV or PHEV propulsion systems tend to have lower margins than those equipped

with internal-combustion engines, with the significant costs of batteries largely accounting for this differential. Although

battery prices are expected to gradually decline and are partially offset in some cases by governmental subsidies and tax

exemptions, we expect that in the near term the profitability of BEV or PHEV vehicles will continue to lag behind those

equipped with internal-combustion engines.

Recently introduced internal-combustion models are generally more profitable than older models, and vehicles

equipped with additional options are generally more profitable than those with fewer options. As a result, our ability to offer

attractive vehicle options and upgrades is critical to our ability to increase our profitability on these vehicles. Our portfolio

renewal efforts in North America and Enlarged Europe suffered several delays in 2024. These delays negatively impacted our

shipments, sales and financial results, particularly in North America where production of the Jeep Cherokee, Chrysler 300,

Dodge Charger and Dodge Challenger was discontinued without an available replacement at the time. While we have several

significant product launches planned for 2025, product gaps particularly in the mid-market range may continue to affect our

performance in 2025.

In addition, in the U.S. and Europe, our vehicle sales to dealers for sale to their retail consumers are normally more

profitable than our fleet sales, in part because the retail consumers are more likely to prefer additional optional features while

fleet customers increasingly tend to concentrate purchases on smaller vehicles with fewer optional features, which have

historically had a lower profitability per unit.

Vehicles sold under certain brand and model names are generally more profitable when there is strong brand

recognition of those vehicles.

Pricing. The automotive industry has historically experienced intense price competition resulting from the variety of

available competitive vehicles and excess global manufacturing capacity. Manufacturers have typically promoted products by

offering dealer, retail and fleet incentives, including cash rebates, option package discounts, and subsidized financing or

leasing programs, leading to increased price pressure and sharpened competition within the industry. We plan to continue to

use such incentives, as needed, to price vehicles competitively and to manage demand and support inventory management

profitability. In addition, in order to address an actual or perceived affordability issue in our product portfolio, we are

launching several new models at lower price points. This may adversely affect mix in future periods.

Our ability to maintain or increase pricing has impacted, and will continue to impact, our results of operations and

profitability. In 2023, our pricing increased or remained stable in all regions where we operate. In 2024, however, relatively

high retail pricing, together with a gap in our product portfolio refreshment, contributed to an unusually high level of dealer-

owned inventories particularly in the U.S. To address these inventory levels we have repositioned our pricing relative to peers

and implemented incentives which have had an adverse impact on our net pricing. This effect may continue in 2025.

Financing. Given that a large percentage of the vehicles we sell to dealers and retail customers worldwide are

financed, the availability and cost of financing is a significant factor affecting our vehicle shipment volumes and Net

revenues. Availability of customer financing could affect the vehicle mix, as customers who have access to greater financing

are able to purchase higher priced vehicles, whereas when customer financing is constrained, vehicle mix could shift towards

less expensive vehicles. More expensive vehicle financing may also make our vehicles less affordable to retail consumers or

steer consumers to less expensive vehicles that would be less profitable for us.

The global low-interest rate environment that was prevalent until 2021 had the effect of reducing the effective cost

of vehicle ownership. However, central banks aggressively increased interest rates in 2022 and continued to do so in 2023 in

response to an inflationary surge in Europe, in the United Kingdom, in the U.S. and elsewhere. Those increases, and other

market factors, are reflected in consumer credit rates and, although several central banks began to reverse the trend in 2024,

inflation and inflation expectations remain uncertain and the cost of consumer credit in the medium term is unclear.

Production costs. Production costs include purchases (including costs related to the purchase of components and raw

materials), labor costs, depreciation, amortization, logistic and product warranty and recall campaign costs. We purchase a

variety of components, raw materials, supplies, utilities, logistics and other services from numerous suppliers. Fluctuations in

production costs are primarily related to the number of vehicles we produce and sell along with shifts in vehicle mix, as

newer models of vehicles generally have more technologically advanced components and enhancements and therefore higher

costs per unit.

Production costs may also be affected by fluctuations in raw material prices. For example, our aggregate cost of raw

materials excluding hedging impacts decreased by €1.1 billion in 2024 and approximately €1.4 billion in 2023, and increased

by approximately €6.7 billion in 2022, primarily driven by raw material prices. To the extent the cost of raw materials

increase and we are unable to mitigate its effects, our future profitability could be impacted.

We typically seek to manage production costs and minimize their volatility by using fixed price purchase contracts,

commercial negotiations and technical efficiencies. Despite our efforts, our production costs related to raw materials and

components may increase as a result of tariffs. Refer to “Tariffs and Trade Policies” above for a further discussion.

Uncertainty related to tariffs and trade policy in our larger markets including the U.S., the European Union and China may

also make it more difficult to predict our raw material and components costs.

Our production costs also increased as we significantly enhanced the content of our vehicles in 2024. Over time,

technological advancements and improved material sourcing may reduce the cost to us of the additional enhancements. In

addition, we seek to recover higher costs through pricing actions, but even when market conditions permit this, there may be

a time lag between the increase in our costs and our ability to realize improved pricing. Accordingly, our results are typically

adversely affected, at least in the short term, until price increases are accepted in the market.

Further, in many markets where our vehicles are sold, we are required to pay import duties on those vehicles, which

are included in production costs. We reflect these costs in the price charged to our customers to the extent market conditions

permit. However, for many of our vehicles, particularly in the mass-market vehicle segments, we cannot always pass along

increases in those duties to our dealers and distributors and remain competitive. Our ability to price our vehicles to recover

those increased costs has affected, and will continue to affect, our profitability.

Labor cost is also a meaningful portion of our production costs. Consistent with recent broader inflationary trends,

the terms of collective bargaining agreements that we entered into in 2023, including with the UAW in the U.S. and Unifor in

Canada, involved significant increases in wages and other costs.

Economic Conditions. Demand for new vehicles tends to reflect economic conditions in the various markets in

which we operate because retail sales depend on individual purchasing decisions, which in turn are affected by many factors

including inflation, employment levels, consumer confidence, and levels of disposable income. Fleet sales and sales of light

commercial vehicles are also influenced by economic conditions, which drive vehicle utilization and investment activity.

Further, demand for light commercial vehicles and pickup trucks is driven, in part, by construction and infrastructure

projects. Therefore, our performance is directly correlated with the macroeconomic trends in the markets in which we

operate.

Several of the markets in which we operate are experiencing an uncertain economic climate and retail consumers

have been impacted by higher fuel prices, a general cost of living inflation and higher borrowing costs. This may translate

into lower sales, particularly in the more profitable segments of our product mix. In Europe, a reduction in customer spending

has adversely impacted the auto industry in 2024 and resulted in significant volume decreases, a trend which may continue in

2025.

Regulation. We are subject to a complex set of regulatory regimes throughout the world in which vehicle safety,

emissions and fuel economy regulations have become increasingly stringent and the related enforcement regimes increasingly

active. These developments may affect our vehicle sales as well as our profitability and reputation. We are subject to

applicable national and local regulations with which we must comply in order to continue operations in every market,

including a number of markets in which we derive substantial revenue. Developing, engineering and manufacturing vehicles

that meet these requirements and therefore may be sold in those markets requires a significant expenditure of management

time and financial resources.

We expect that our plans to converge on four platforms for future vehicle launches will allow us to deploy

electrification technologies and CO2 abating technologies across our range of brands and react quickly to changes in

regulation. However, these costs and the costs incurred to meet other regulatory requirements may be difficult to pass through

to customers, so the increased costs may affect our results of operations and profitability.

Effects of Foreign Exchange Rates. We are affected by fluctuations in foreign exchange rates (i) through translation

of foreign currency financial statements into Euro for consolidation, which we refer to as the translation impact, and (ii)

through transactions by our subsidiaries in currencies other than their own functional currencies, which we refer to as the

transaction impact. Given our presence in numerous countries outside the Eurozone, a strengthening of foreign currencies (in

particular of the U.S. Dollar, given the size of our U.S. operations) against the Euro generally would have a positive effect on

our financial results, which are reported in Euro, and on our operations in relation to sales in those countries of vehicles and

components produced in Europe. For example, in 2024 unfavorable foreign currency translation negatively impacted our Net

Shipment Information

As discussed in Stellantis Overview—Overview of Our Business, our activities were carried out through six

reportable segments: five regional reportable vehicle segments, North America, Enlarged Europe, Middle East & Africa,

South America and China and India & Asia Pacific, and the Maserati global luxury brand segment. Consolidated shipments

includes vehicles distributed by our consolidated subsidiaries. This includes the vehicles produced by our joint ventures and

associates (including Leapmotor) which are distributed by our consolidated subsidiaries. In addition to the volumes included

in Consolidated shipments, Combined shipments also includes the vehicles distributed by our joint ventures (such as Tofas).

The following table sets forth vehicle shipment information by segment. Vehicle shipments are generally aligned with current

period production, which is driven by plans to meet consumer demand. Revenue is recognized when control of our vehicles,

services or parts has been transferred and the Company’s performance obligations to customers has been satisfied. The

Company has determined that our customers from the sale of vehicles and service parts are generally dealers, distributors,

fleet customers or directly to retail customers. Transfer of control, and therefore revenue recognition, generally correspond to

the date when the vehicles or service parts were made available to the customer, or when the vehicles or service parts were

released to the carrier responsible for transporting them to the customer. New vehicle sales with guaranteed residual value

guarantees provided by the Company are recognized as revenue when control of the vehicle is transferred to the customer,

except in situations where the Company issued a put option for which there is a significant economic incentive to exercise, in

which case the contract is accounted for as an operating lease.

Refer to Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this

report for further details on our revenue recognition policy.

For a description of our dealers and distributors, refer to “Stellantis Overview—Sales Overview” included elsewhere

in this report for additional information. Accordingly, the number of vehicles sold does not necessarily correspond to the

number of vehicles shipped for which revenues were recorded in any given period.


	Years ended December 31,
(thousands of units)	2024	2023
North America	1,432	1,903
Enlarged Europe	2,576	2,814
Middle East & Africa	423	443
South America	912	879
China and India & Asia Pacific	61	102
Maserati	11	27
Total Consolidated shipments	5,415	6,168
Joint venture shipments	111	225
Total Combined shipments	5,526	6,393

For discussion of shipments for North America, Enlarged Europe, Middle East & Africa, South America, and China

and India & Asia Pacific and Maserati for 2024 as compared to 2023 and for 2023 as compared to 2022 refer to “Results of

Operations - Results by Segment” included elsewhere in this report for additional information.

Non-GAAP Financial Measures

We monitor our operations through the use of several non-generally accepted accounting principles (“non-GAAP”)

financial measures: Adjusted operating income, Adjusted operating income margin, Industrial free cash flows, and Industrial

net financial position. We believe that these non-GAAP financial measures provide useful and relevant information regarding

our operating results and enhance the overall ability to assess our financial performance and financial position. They provide

us with comparable measures which facilitate management’s ability to identify operational trends, as well as make decisions

regarding future spending, resource allocations and other operational decisions. We also present the non-GAAP measure,

Adjusted diluted EPS which is not used to monitor our operations but which we believe provides investors with a more

meaningful comparison of the Company’s ongoing quality of earnings. These and similar measures are widely used in the

industry in which we operate, however, these financial measures may not be comparable to other similarly titled measures of

other companies and are not intended to be substitutes for measures of financial performance as prepared in accordance with

IFRS as issued by the IASB, as well as IFRS as adopted by the European Union.

Adjusted operating income/(loss): Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing

operations adjustments comprising restructuring and other termination costs, impairments, asset write-offs, disposals of

investments and unusual operating income/(expense) that are considered rare or discrete events and are infrequent in nature,

as inclusion of such items is not considered to be indicative of the Company's ongoing operating performance, and also

excludes Net financial expenses/(income) and Tax expense/(benefit).

Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or

discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's ongoing

operating performance. Unusual operating income/(expense) includes, but may not be limited to:

•Impacts from strategic decisions to rationalize Stellantis’ core operations;

•Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to market

demand; and

•Convergence and integration costs directly related to significant acquisitions or mergers.

Adjusted operating income/(loss) is used for internal reporting to assess performance and as part of the Company's

forecasting, budgeting and decision making processes as it provides additional transparency to the Company's core

operations. We believe this non-GAAP measure is useful because it excludes items that we do not believe are indicative of

the Company’s ongoing operating performance and allows management to view operating trends, perform analytical

comparisons and benchmark performance between periods and among our segments. We also believe that Adjusted operating

income/(loss) is useful for analysts and investors to understand how management assesses the Company’s ongoing operating

performance on a consistent basis. In addition, Adjusted operating income/(loss) is one of the metrics used in the

determination of the annual performance bonus for eligible employees, including members of the Senior Management. Refer

to “Corporate Governance - Senior Management” included elsewhere in this report for additional information.

Refer to the sections “Company Results” and “Results by Segment” included elsewhere in this report for additional

information and for a reconciliation of this non-GAAP measure to Net profit/(loss) from continuing operations, which is the

most directly comparable measure included in our Consolidated Income Statement. Adjusted operating income/(loss) should

not be considered as a substitute for Net profit/(loss) from continuing operations, cash flow or other methods of analyzing our

results as reported under IFRS.

Adjusted operating income/(loss) margin: is calculated as Adjusted operating income/(loss) divided by Net revenues.

Adjusted diluted EPS: is calculated by adjusting Diluted earnings per share for the post-tax impact per share of the

same items excluded from Adjusted operating income as well as tax expense/(benefit) items that are considered rare or

infrequent, or whose nature would distort the presentation of the ongoing tax charge of the Company. We believe this non-

GAAP measure is useful because it also excludes items that we do not believe are indicative of the Company’s ongoing

operating performance and provides investors with a more meaningful comparison of the Company’s ongoing quality of

earnings. Refer to “Results of Operations - Company Results” included elsewhere in this report for a reconciliation of this

non-GAAP measure to Diluted earnings per share from operations, which is the most directly comparable measure included

in our Consolidated Financial Statements. Adjusted diluted EPS should not be considered as a substitute for Basic earnings

per share, Diluted earnings per share from operations or other methods of analyzing our quality of earnings as reported under

IFRS.

Industrial free cash flows: is our key cash flow metric and is calculated as Cash flows from operating activities less:

(i) cash flows from operating activities from discontinued operations; (ii) cash flows from operating activities related to

financial services, net of eliminations; (iii) investments in property, plant and equipment and intangible assets for industrial

activities and (iv) contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity

method and other investments; and adjusted for: (i) net intercompany payments between continuing operations and

discontinued operations; (ii) proceeds from disposal of assets and (iii) contributions to defined benefit pension plans, net of

tax. The timing of Industrial free cash flows may be affected by the timing of monetization of receivables, factoring and the

payment of accounts payables, as well as changes in other components of working capital, which can vary from period to

period due to, among other things, cash management initiatives and other factors, some of which may be outside of the

Company’s control. In addition, Industrial free cash flows is one of the metrics used in the determination of the annual

performance bonus for eligible employees, including members of the Senior Management. We believe that this measure is

useful for investors to facilitate their review and evaluation of the cash generation of our industrial operations, net of

investing needs.

Refer to “Liquidity and Capital Resources —Industrial free cash flows” included elsewhere in this report for

additional information and the reconciliation of this non-GAAP measure to Cash flows from operating activities, which is the

most directly comparable measure included in our Consolidated Statement of Cash Flows. Industrial free cash flows should

not be considered as a substitute for Net profit/(loss) from continuing operations, cash flow or other methods of analyzing our

results as reported under IFRS.

Industrial net financial position is calculated as: Debt plus derivative financial liabilities related to industrial

activities less (i) cash and cash equivalents; (ii) financial securities that are considered liquid; (iii) current financial

receivables from the Company or its jointly controlled financial services entities and (iv) derivative financial assets and

collateral deposits. Therefore, debt, cash and cash equivalents and other financial assets/liabilities pertaining to Stellantis’

financial services entities are excluded from the computation of the Industrial net financial position. Industrial net financial

position includes the Industrial net financial position classified as held for sale. We believe it is useful for investors to report

the Industrial net financial position to assist in comparability with the industrial operations of our peers. Refer to “ Liquidity

and Capital Resources —Industrial net financial position” for included elsewhere in this report for additional information.

Net revenues

The following charts present Company’s Net Revenues walk by operational driver for 2024 compared to the

corresponding period in 2023:

For a discussion of Net revenues for each of the six reportable segments (North America, Enlarged Europe, Middle

East & Africa, South America, China and India & Asia Pacific and Maserati) for 2024 as compared to 2023 see Results by

Segment below.

Cost of revenues



	Years ended December 31,		Increase/(Decrease)
(€ million)	2024	2023	2024 vs. 2023
Cost of revenues	€136,360	€151,400	(9.9)%
Cost of revenues as % of Net revenues	86.9%	79.9%

Cost of revenues includes purchases (including commodity and components costs), labor costs, depreciation,

amortization, logistics cost, product warranty and recall campaign costs.

The decrease in Cost of revenues in 2024 compared to 2023 was primarily related to (i) lower shipment volumes,

particularly in North America and Enlarged Europe; (ii) lower product content, options and trim mix in North America and

Enlarged Europe and (iii) lower price of raw materials in North America and Enlarged Europe.

Selling, general and other costs



	Years ended December 31,		Increase/(Decrease)
(€ million)	2024	2023	2024 vs. 2023
Selling, general and other costs	€9,299	€9,541	(2.5)%
Selling, general and other costs as % of Net revenues	5.9%	5.0%

The decrease in Selling, general and other costs in 2024 compared to 2023 was primarily related to (i) cost saving

measures introduced worldwide and restructuring initiatives in Europe, (ii) reduced variable bonus accruals to reflect revised

Company guidance, and (iii) the non-repeat of expenses incurred during 2023 related to the reorganization of financial

services activities in Europe.

Research and development costs



	Years ended December 31,		Increase/(Decrease)
(€ million)	2024	2023	2024 vs. 2023
Research and development expenditures expensed	€2,932	€3,300	(11.2)%
Amortization of capitalized development expenditures	2,149	2,193	(2.0)%
Impairment and write-off of capitalized development expenditures	703	126	457.9%
Total Research and development costs	€5,784	€5,619	2.9%



	Years ended December 31,
(€ million)	2024	2023
Research and development expenditures expensed as % of Net revenues	1.9%	1.7%
Amortization of capitalized development expenditures as % of Net revenues	1.4%	1.2%
Impairment and write-off of capitalized development expenditures as % of Net revenues	0.4%	0.1%
Total Research and development costs as % of Net revenues	3.7%	3.0%

Research and development expenditures expensed decreased in 2024 compared to 2023, primarily related to cost

optimization on spending not dedicated to future projects and optimization in the number of programs in early stages of

development.

Amortization of capitalized development expenditures in 2024 compared to 2023 were substantially unchanged.

The increase in impairment and write-off capitalized development expenditure was due to the impairment of certain

Maserati and Enlarged Europe platform assets driven by a decrease in projected vehicle margins.

The following table summarizes total Research and development expenditures for the years ended December 31,

2024 and 2023:



	Years ended December 31,		Increase/(Decrease)
(€ million)	2024	2023	2024 vs. 2023
Capitalized development expenditures excl.borrowing costs(1)	€3,922	€4,184	(6.3)%
Research and development expenditures expensed	2,932	3,300	(11.2)%
Total Research and development expenditures	€6,854	€7,484	(8.4)%
Capitalized development expenditures as % of Total Research and development expenditures	57.2%	55.9%
Total Research and development expenditures as % of Net revenues	4.4%	3.9%

________________________________________________________________________________________________________________________________________________

(1) Additions to capitalized development expenditures of €4,150 million and €4,352 million adjusted to remove capitalized borrowing costs of €228 million and €167 million for

the years ended December 31, 2024 and 2023, respectively, in accordance with IAS 23 - Borrowing costs (Revised)

The Company conducts research and development for new vehicles and technology to improve the performance,

safety, fuel efficiency, reliability, consumer perception and environmental impact of its vehicles. Research and development

costs consist primarily of material costs, services and personnel related expenses that support the development of new and

existing vehicles with propulsion system technologies. Refer to “Trends, Uncertainties and Opportunities—Product

Development and Technology”and “Overview of Our Business - Research and Development” included elsewhere in this

report for additional information.

The decrease in total Research and development expenditures in 2024 compared to 2023 was primarily related to

optimization of spending, higher research and development grants received and optimization in the number programs in

development.

Restructuring Costs

The increase in Restructuring costs in 2024 compared to 2023 was primarily due to workforce reduction plans

mainly in Enlarged Europe.

Share of the profit/(loss) of equity method investees

The decrease in the Share of the profit/(loss) of equity method investees in 2024 compared to 2023 is largely due to

losses incurred by our joint venture Automotive Cell Company SE (“ACC”) and lower profit from Tofas and joint ventures

with SCF. Refer to Note 12, Investments accounted for using the equity method, within the Consolidated Financial Statements

included elsewhere in this report for additional information

Net financial expenses/(income)

The increase in the Net financial income in 2024 compared to 2023 primarily reflects the reduction in foreign

exchange losses due to lower exposure to the Argentine Peso and lower devaluation of the Argentine Peso versus the U.S

Dollar and the partial reversal of the write-down of an investment in supply chain finance funds reported in the first half of

2023. Refer to Note 13, Financial assets, within the Consolidated Financial Statements included elsewhere in this report for

additional information. This was offset by lower interest income, reflecting reduced cash levels and declining market interest

rates, higher hyperinflationary losses and higher interest expense on debt.

Tax expense/(benefit)



	Years ended December 31,		Increase/(Decrease)
(€ million)	2024	2023	2024 vs. 2023
Tax expense/(benefit)	€(1,488)	€3,793	(139.2)%
Effective tax rate	(36.9)%	16.9%	-5,380 bps

The effective tax rate was (36.9) percent and 16.9 percent for the years ended December 31, 2024 and 2023,

respectively. The decrease of 5,380 bps was primarily related to (i) decrease in profit before tax as a result of lower Net

revenues, driven by lower shipments and (ii) a non-recurring €2.3 billion net tax benefit recorded in 2024 related to

recognition of previously unrecognized Deferred tax assets in Brazil.

The following table summarizes the reconciliation of Net profit, which is the most directly comparable measure

included in the Consolidated Income Statement, to Adjusted operating income:


		Year ended December 31,
(€ million)		2024
Net profit/(loss)		€5,520
Tax expense/(benefit)		(1,488)
Net financial expenses/(income)		(345)
Operating income/(loss)		3,687
Adjustments:
Restructuring and other costs, net of reversals		1,617
Impairment expense and supplier obligations		1,807
Takata recall campaign		768
Lifetime Onerous Contracts		637
Other		132
Total adjustments		4,961
Adjusted operating income		€8,648

The following table is the reconciliation of Net profit, which is the most directly comparable measure included in the

Consolidated Income Statement, to Adjusted operating income:


		Year ended December 31,
(€ million)		2023
Net profit/(loss)		€18,625
Tax expense/(benefit)		3,793
Net financial expenses/(income)		(42)
Operating income/(loss)		22,376
Adjustments:
Restructuring and other costs, net of reversals		1,161
Collective bargaining agreements costs		428
Argentina currency devaluation		302
Impairment expense and supplier obligations		201
Reorganization of financial services		76
Takata recall campaign		(10)
Patents litigation		(61)
Gains on disposal of equity investments and other assets		(201)
Other		71
Total adjustments		1,967
Adjusted operating income		€24,343

During the year ended December 31, 2024, Adjusted operating income excluded adjustments primarily related to:

•€1,617 million of restructuring costs and other costs, primarily related to workforce reductions in Enlarged

Europe and North America;

•€1,807 million of impairment expense and supplier obligations, primarily related to (i) €1,063 million of

impairments of certain platform assets in Maserati and Enlarged Europe, net of reversal, driven by projected

decreases in margins for certain models and the cancellation of certain projects prior to launch, (ii) €230 million

of provisions accrued for supplier obligations, relating to projects in development which were cancelled prior to

launch (and for which the related capitalized R&D was impaired under (i) above), and (iii) €514 million of

goodwill impairments related to the Maserati segment;

•€768 million for an extension of Takata airbags recall campaign;

•€637 million primarily related to lifetime service contracts sold in North America prior to the merger

determined to be onerous during 2024. Refer to Note 21, Provisions, within the Consolidated Financial

Statements included elsewhere in this report for additional information; and

•€132 million of Other, consisting of other adjustments which are individually non significant.

During the year ended December 31, 2023, Adjusted operating income excluded adjustments primarily related to:

•€1,161 million of restructuring costs and other costs, primarily related to workforce reductions and includes

€243 million relating to the new collective bargaining agreements in North America;

•€428 million primarily related to past service costs arising from employee benefit plan amendments related to

the new collective bargaining agreements in North America. Total cost of €671 million is comprised of €243

million in Restructuring and other costs, net of reversals and €428 million in Collective bargaining agreements

costs. Refer to Note 27, Guarantees granted, commitments and contingent liabilities within the Consolidated

Financial Statements included elsewhere in this report for additional information;

•€302 million related to the impact of the December 2023 devaluation of the Argentine Peso from the new

government's economic policies, comprised of €(197) million in Net revenues, €(147) million in Cost of

revenues, and €42 million in Selling, general and other costs;

•€201 million of impairments, mainly impairment of research and development assets in China and India & Asia

Pacific, and impairment of certain platform assets in Enlarged Europe;

•€76 million of net costs associated with the reorganization of our financial services activities in Europe;

•€61 million of reversal of provisions related to litigation by certain patent owners related to the use of certain

technologies in prior periods;

•€201 million mainly related to gains on disposals of investments and fixed assets; and

•€71 million of Other, consisting of other adjustments which are individually non significant.

Diluted and Adjusted diluted EPS


	Years ended December 31,		Increase/(Decrease)
(€ per share)	2024	2023	2024 vs. 2023
Diluted EPS	€1.84	€5.94	(69.0)%
Adjusted diluted EPS	€2.48	€6.42	(61.4)%

The following table summarizes the reconciliation of Diluted earnings per share to Adjusted diluted earnings per

share.

Results by Segment – 2024 compared to 2023


(€ million, except shipments which are in thousands of units)	Net revenues		Adjusted operating income		Consolidated Shipments
	Years ended December 31,
	2024	2023	2024	2023	2024	2023
North America	€63,450	€86,500	€2,660	€13,298	1,432	1,903
Enlarged Europe	59,010	66,598	2,419	6,519	2,576	2,814
Middle East & Africa	10,097	10,560	1,901	2,503	423	443
South America	15,863	16,058	2,272	2,369	912	879
China and India & Asia Pacific	1,993	3,528	(58)	502	61	102
Maserati	1,040	2,335	(260)	141	11	27
Total Segments	151,453	185,579	8,934	25,332	5,415	6,168
Other activities	6,151	5,211	144	(322)	—	—
Unallocated items & eliminations(1)	(726)	(1,246)	(430)	(667)	—	—
Total	€156,878	€189,544	€8,648	€24,343	5,415	6,168

______________________________________________________________________________________________________________________________

(1) Primarily includes intercompany transactions which are eliminated on consolidation

Refer to Note 30, Segment reporting included elsewhere in this report for additional detail on the Company’s

reportable segments.

The following is a discussion of Net revenues, Adjusted operating income and shipments for each of our six

reportable segments for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

•Volume & Mix: Reflects changes in new car volumes (consolidated shipments), driven by industry volume,

market share and dealer stocks, and mix evolutions such as channel, product line and trim mix. It also reflects

the impact of some non-pricing items;

•Vehicle Net Price: Reflects changes in prices, net of discounts and other sales incentive programs;

•Industrial: Reflects manufacturing and purchasing cost changes associated with content, technology and

enhancement of vehicle features, as well as industrial, logistics and purchasing efficiencies and inefficiencies.

The impact of fixed manufacturing costs absorption related to the change in production output is included here.

Cost changes to purchasing of raw materials, warranty, compliance costs, as well as depreciation related to

property, plant and equipment are also included here;

•SG&A: Primarily includes costs for advertising and promotional activities, purchased services, information

technology costs and other costs not directly related to the development and manufacturing of Stellantis

products;

•R&D: Includes research and development costs, as well as amortization of capitalized development

expenditures; and

•FX and Other: Includes other items not mentioned above, such as used cars, parts & services, sales to partners,

royalties, as well as foreign currency exchange translation, transaction and hedging.

North America



	Years ended December 31,		Increase/ (Decrease)
	2024	2023	2024 vs. 2023
Consolidated shipments (thousands of units)	1,432	1,903	(24.8)%
Net revenues (€ million)	€63,450	€86,500	(26.6)%
Adjusted operating income (€ million)	€2,660	€13,298	(80.0)%
Adjusted operating income margin (%)	4.2%	15.4%	-1,120 bps

Shipments

The decrease in North America shipments in 2024 compared to the corresponding period in 2023 was mainly due to

reduced production in support of the U.S. inventory reduction actions, as well as from discontinued models of Dodge Charger

and Challenger, Chrysler 300, and Jeep Cherokee and Renegade.

Net revenues

The decrease in North America Net revenues in 2024 compared to the corresponding period in 2023 was primarily

due to lower volumes from discontinued models of Dodge Charger and Challenger, Chrysler 300 and Jeep Cherokee and

Renegade.

Adjusted operating income

The following chart reflects the change in North America Adjusted operating income by operational driver for 2024

as compared to the same period in 2023:

The decrease in North America Adjusted operating income in 2024 compared to the corresponding period in 2023

was primarily due to significant impacts from volume/mix, increased sales incentives and higher warranty costs.

Enlarged Europe



	Years ended December 31,		Increase/ (Decrease)
	2024	2023	2024 vs. 2023
Consolidated shipments (thousands of units)	2,576	2,814	(8.5)%
Net revenues (€ million)	€59,010	€66,598	(11.4)%
Adjusted operating income (€ million)	€2,419	€6,519	(62.9)%
Adjusted operating income margin (%)	4.1%	9.8%	-570 bps

Shipments

The Enlarged Europe shipments decreased in 2024 compared to the corresponding period in 2023, driven by

reduction in dealer stock from the first half of 2024, as well as production losses due to the delayed launch of vehicles

utilizing the Smart Car platform.

Net revenues

The Enlarged Europe Net revenues decreased in 2024 compared to the corresponding period in 2023, mainly due to

decreased volumes, higher portion of sales with buyback commitments, increased sales incentives and negative mix.

Adjusted operating income

The following chart reflects the change in Enlarged Europe Adjusted operating income by operational driver for

2024 as compared to the same period in 2023:

The decrease in Enlarged Europe Adjusted operating income in 2024 compared to the corresponding period in 2023

was primarily due to negative product content and trim impact, increased sales incentives and lower volumes, partly offset by

savings in raw material and other purchasing activities.

Middle East & Africa



	Years ended December 31,		Increase/ (Decrease)
	2024	2023	2024 vs. 2023
Combined shipments (thousands of units)	534	616	(13.3)%
Consolidated shipments (thousands of units)	423	443	(4.5)%
Net revenues (€ million)	€10,097	€10,560	(4.4)%
Adjusted operating income (€ million)	€1,901	€2,503	(24.1)%
Adjusted operating income margin (%)	18.8%	23.7%	-490 bps

Shipments

The decrease in Middle East & Africa consolidated shipments in 2024 compared to the corresponding period in

2023 was mainly due to changeover in medium-sized K9 van in Turkey, as well as importation restrictions in Algeria,

Tunisia and Egypt.

Net revenues

The decrease in Middle East & Africa Net revenues in 2024 compared to the corresponding period in 2023 was

primarily due to negative foreign exchange translation effects, mainly from Turkish Lira, partially offset by strong increases

in net pricing.

Adjusted operating income

The following chart reflects the change in Middle East & Africa Adjusted operating income by operational driver in

2024 compared to the same period in 2023:

The decrease in Middle East and Africa Adjusted operating income in 2024 compared to the corresponding period in

2023 is mainly due to negative foreign exchange transactions and translation effects primarily related to the Turkish Lira,

mainly offset by increased pricing actions.

South America



	Years ended December 31,		Increase/ (Decrease)
	2024	2023	2024 vs. 2023
Consolidated shipments (thousands of units)	912	879	3.8%
Net revenues (€ million)	€15,863	€16,058	(1.2)%
Adjusted operating income (€ million)	€2,272	€2,369	(4.1)%
Adjusted operating income margin (%)	14.3%	14.8%	-50 bps

Shipments

The increase in South America shipments in 2024 compared to the corresponding period in 2023 was driven

primarily by increased volumes in Brazil and the continued success of FIAT with the Argo, Strada and Fastback.

Net revenues

The decrease in South America Net revenues in 2024 compared to the corresponding period in 2023 was due to

foreign currency impacts from Brazilian Real and Argentine Peso, partially offset by increased volume and positive impacts

of parts & service business and net pricing.

Adjusted operating income

The following chart reflects the change in South America Adjusted operating income by operational driver for 2024

as compared to the same period in 2023:

The decrease in South America Adjusted operating income in 2024 compared to the corresponding period in 2023

was primarily due to increased vehicle net pricing and volume, more than offset by foreign currency translation impacts and

negative mix.

China and India & Asia Pacific



	Years ended December 31,		Increase/ (Decrease)
	2024	2023	2024 vs. 2023
Combined shipments (thousands of units)	61	154	(60.4)%
Consolidated shipments (thousands of units)	61	102	(40.2)%
Net revenues (€ million)	€1,993	€3,528	(43.5)%
Adjusted operating income (€ million)	€(58)	€502	(111.6)%
Adjusted operating income margin (%)	(2.9)%	14.2%	-1,710 bps

In China, we distribute imported vehicles primarily for the Jeep brand through an asset-light approach. Dongfeng

Peugeot and Dongfeng Citroën brands in China are locally manufactured through DPCA under various license agreements.

DPCS markets the DPCA vehicles in China.

We also produce the Jeep Compass and Jeep Meridian in India through our joint operation with FIAPL and we

recognize our related interest in the joint operation on a line by line basis.

Shipments distributed by our consolidated subsidiaries, which include vehicles produced by FIAPL, are reported in

both consolidated and combined shipments.

China shipments from DPCA are no longer included in combined shipments as of November 2023.

Shipments

The decrease in China and India & Asia Pacific consolidated shipments in 2024 compared to the corresponding

period in 2023 was primarily due to challenging market conditions.

Net revenues

The decrease in China and India & Asia Pacific Net revenues in 2024 compared to the corresponding period in 2023

was primarily due to lower volumes due to challenging competitive and economic conditions in markets, as well as vehicle

mix.

Adjusted operating income

The decrease in China and India & Asia Pacific Adjusted operating income in 2024 compared to the corresponding

period in 2023 was mainly driven by decline in shipments, negative mix impacts, consolidation impact from Leapmotor

investment and continued pricing pressures, partly offset by SG&A cost savings.

Liquidity and Capital Resources

Liquidity Overview

We require significant liquidity in order to meet our obligations and fund the business. Short-term liquidity is

required to purchase raw materials, parts and components for vehicle production, as well as to fund selling, administrative,

research and development, other expenses and funding our captive financial services business. In addition to our general

working capital and operational needs, we expect to use significant amounts of cash for the following purposes: (i) capital

expenditures to support our existing and future products; (ii) principal and interest payments under our financial obligations;

(iii) pension and employee benefit payments; (iv) capital injections to our joint ventures and merger and acquisitions

(“M&A”) initiatives; and (v) funding our captive financial services business. We make capital investments in the regions in

which we operate primarily related to initiatives to introduce new products, including for electrification and autonomous

driving, enhance manufacturing efficiency, improve capacity and for maintenance, and for regulatory and environmental

compliance.

Our business and results of operations depend on our ability to achieve certain minimum vehicle shipment volumes.

As is typical for an automotive manufacturer, we have significant fixed costs and, as such, changes in our vehicle shipment

volumes could have a significant effect on profitability and liquidity. We generally receive payment from dealers and

distributors shortly after shipment, whereas there is a lag between the time we receive parts and materials from our suppliers

and the time we are required to pay for them. Therefore, during periods of increasing vehicle shipments, there is generally a

corresponding positive impact on the Company’s cash flow and liquidity. Conversely, during periods in which vehicle

shipments decline, there is generally a corresponding negative impact on the Company’s cash flow and liquidity. Delays in

shipments of vehicles, including delays in shipments in order to address quality issues or components shortage and logistic

constraints, tend to negatively affect the Company’s cash flow and liquidity. In addition, the timing of the Company’s

collections of receivables for export shipments of vehicles, fleet sales, as well as sales of propulsion systems and pre-

assembled parts of vehicles tends to be longer due to different payment terms. Although we regularly enter into factoring

transactions for such receivables in order to transfer relevant risks to the factor and to accelerate collections, a change in

vehicle shipment volumes could cause fluctuations in the Company’s working capital (refer to Note 23, Trade Payables,

within the Consolidated Financial Statements included elsewhere in this report for additional information). The increased

internationalization of our product portfolio could also affect our working capital requirements as there could be an increased

requirement to ship vehicles to countries different from where they are produced. In addition, working capital could be

affected by the choice of different methods of distribution and the trend and seasonality of shipments of vehicles.

Management believes that the funds currently available to Stellantis at the date of this report, in addition to those

funds that would be generated from operating and financing activities, will enable the Company to meet its obligations and

fund its businesses including funding planned investments and working capital needs, as well as fulfill the Company’s

obligations to repay its debts in the ordinary course of business.

Liquidity needs are met primarily through cash generated from operations, including the sale of vehicles, services

and parts to dealers, distributors and other consumers worldwide.

The operating cash management and liquidity investment of the Company is coordinated with the objective of

ensuring effective and efficient management of the Company’s funds. We raise capital in the financial markets through

various funding sources.

Certain notes issued by the Company and its treasury subsidiaries include covenants which could be affected by

circumstances related to certain subsidiaries. In particular there are cross-default clauses which could accelerate repayments

in the event that such subsidiaries failed to pay certain of their debt obligations. As of December 31, 2024, the Company was

in compliance with these covenants. Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere

in this report for additional information.

Long-term liquidity requirements could involve some level of debt refinancing as outstanding debt becomes due or

the Company is required to make principal payments. We regularly evaluate opportunities to improve our liquidity position in

order to enhance financial flexibility and to achieve and maintain a liquidity and capital position consistent with that of other

companies in the Company’s industry.

However, any actual or perceived limitations of the Company’s liquidity may limit the ability or willingness of

counterparties, including dealers, consumers, suppliers, lenders and financial service providers, to do business with the

Company, or require the Company to restrict additional amounts of cash to provide collateral security for its obligations. The

Company’s liquidity levels are subject to a number of risks and uncertainties, including those described in Risk Factors.

Refer to ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE GOVERNANCE - Dividends and

Note 28, Equity within the Consolidated Financial Statements included elsewhere in this report for additional information on

Stellantis’ distribution of profits.

Net cash from operating activities at December 31, 2024 was €4.0 billion, a decrease of €18.5 billion from

December 31, 2023. Refer to Note 31, Explanatory notes to the Consolidated Statement of Cash Flows, within the

Consolidated Financial Statements included elsewhere in this report for additional information.

Available liquidity

The following table summarizes the Company’s Available liquidity:


	At December 31,
(€ million)	2024	2023
Cash, cash equivalents and financial securities(1)	€38,568	€49,758
Undrawn committed credit lines	12,915	12,621
Cash, cash equivalents and financial securities - included with Assets held for sale	297	231
Total Available liquidity(2)	€51,780	€62,610
of which: Available liquidity of the Industrial Activities	€49,481	€61,056

________________________________________________________________________________________________________________________________________________

(1) Financial securities are comprised of short term or marketable securities which represent temporary investments but do not satisfy all the requirements to be classified as cash

equivalents as they may be subject to risk of change in value (even if they are short-term in nature or marketable)

(2) The majority of our liquidity is available to our treasury operations in Europe and U.S.; however, liquidity is also available to certain subsidiaries which operate in other

countries. Cash held in such countries may be subject to restrictions on transfer depending on the foreign jurisdictions in which these subsidiaries operate. Based on our review of

such transfer restrictions in the countries in which we operate and maintain material cash balances, (and in particular in Argentina, in which we have €680 million cash and

securities at December 31, 2024 (€686 million at December 31, 2023) and in Algeria, in which we have €276 million cash at December 31, 2024 (€222 million at December 31,

2023)), we do not believe such transfer restrictions had an adverse impact on the Company’s ability to meet its liquidity requirements at the dates presented above. Cash and cash

equivalents also include €451 million at December 31, 2024 (€210 million at December 31, 2023) held in bank deposits which are restricted to the operations related to

securitization programs and warehouses credit facilities of SFS U.S.

Available liquidity of the Industrial activities at December 31, 2024 decreased by €11.6 billion from December 31,

2023 primarily due to negative industrial free cash flow of €6.0 billion, dividend payments €4.7 billion and share buy-back

€3.0 billion, partially offset by €1.4 billion net loan repayment from SFS U.S. and bond issuances of the period exceeding

repayment by €0.8 billion.

Our Available liquidity is subject to intra-month and seasonal fluctuations resulting from business and collection

payment cycles as well as to changes in foreign exchange conversion rates. Refer to the section — Cash Flows below for

additional information regarding the change in cash and cash equivalents and refer to Note 31, Explanatory notes to the

Consolidated Statement of Cash Flows, within the Consolidated Financial Statements included elsewhere in this report for

additional information.

Our liquidity is principally denominated in Euro and U.S. Dollar, with the remainder being distributed in various

countries and denominated in the relevant local currencies. Out of the total €38.9 billion of cash, cash equivalents and current

securities available at December 31, 2024, €21.4 billion, or 55 percent (€20.4 billion, or 41 percent, at December 31, 2023),

were denominated in Euro and €10.8 billion, or 28 percent (€23.4 billion or 47 percent at December 31, 2023), were

denominated in U.S. Dollar.

At December 31, 2024, undrawn committed credit lines of €12.9 billion include the syndicated revolving credit

facility (“RCF”) of €12.0 billion, originally signed in July 2021 and amended and extended in July 2024, with a group of 29

relationship banks. The RCF is available for use in general corporate purposes and is structured in two tranches: €6.0 billion,

with a 3-year tenor, and €6.0 billion, with a 5-year tenor, with each tranche benefiting from two further extension options,

each of one year exercisable on the first and second anniversary of the amendment signing date. Current maturities are July

2027 and July 2029, respectively, for the two tranches.

In March 2024, a new RCF committed credit line of €0.9 billion ($1 billion) was signed by SFS U.S. The line

expires in March 2027 and, at December 31, 2024, €0.3 billion ($0.3 billion) was undrawn.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for additional

information.

Euro Medium Term Note Programme and other Notes

During the year ending December 31, 2024, the Company issued four notes and repaid one note at maturity under its

Euro Medium Term Notes Programme (“EMTN”):

•In March 2024, a green bond was issued with a principal amount of €500 million and an interest rate of 3.75

percent, maturing in March 2036. Stellantis will aim to allocate an amount equal to the net proceeds of the green

bond to investments and expenditures meeting the eligibility criteria (the “Eligible Green Projects”). The

Eligible Green Projects include design, development and manufacturing of zero emissions vehicles, that are

battery electric vehicles and hydrogen fuel cell vehicles;

•In March 2024, the Company issued notes with a principal amount of €750 million and an interest rate of 3.5

percent, maturing in September 2030;

•In April 2024, the Company repaid, at maturity, a €1,250 million note formerly issued by FCA N.V. in 2016;

and

•In November 2024, the Company issued two notes with principal amounts of: (a) €750 million at an interest rate

of 3.375 percent and maturing in November 2028 and (b) €750 million at an interest rate of 4.0 percent and

maturing in November 2034.

As at December 31, 2024, the outstanding principal amount of the notes issued under the successive versions of the

programme, after the merger, was €10 billion.

In March 2024, Stellantis repaid, at maturity notes totaling €700 million formerly issued by PSA in 2017.

As at December 31, 2024, all the outstanding notes of Stellantis were rated “Baa1” by Moody’s Investors Service

and “BBB+” by S&P Global Ratings.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for additional

information.

Financial Services Facilities

SFS U.S. activities are primarily funded through various asset-backed financing transactions including Warehouse

Credit Facilities, Asset-Backed Securities consisting of ABS Term Notes issued under its securitization programs and Asset-

backed Term Loans. Each of these financing transactions are entered into by special-purpose entities that are wholly-owned

by SFS U.S. The underlying debt obligations are non-recourse to SFS U.S. and are settled through the collection of the

portfolio of financing receivables originating from dealers or consumers. The amount outstanding under the securitization

programs was €9.9 billion ($10.3 billion) as of December 31, 2024.

Warehouse Credit Facilities

In 2022, SFS U.S. implemented two separate warehouse credit facilities, in addition to the pre-existing First

Investors Auto Receivables Corporation (“FIARC”) warehouse facility.

The first SFS U.S. facility, SFS Funding, LLC was implemented in August 2022 and was renewed in April 2024 and

matures in April 2026. The facility bears interest based on variable commercial paper rates plus a spread or Secured

Overnight Funding Rate (“SOFR”) plus a spread.

In September 2024, the first SFS U.S. credit facility, SFS Funding, LLC, size was increased from €3.8 billion

($4 billion) to €7.7 billion ($8 billion). In connection with this upsizing, the number of participating banks was increased

from six to twelve banks. There were no material changes to the transaction documents and the maturity of the warehouse

credit facility remained in April 2026.

The second SFS U.S. facility, SFS Funding II, LLC was implemented in August 2022 with an original commitment

of €481 million ($500 million) and was terminated in April of 2024 when the commitments were consolidated into the SFS

Funding LLC facility when that facility was renewed.

In June 2023, the FIARC warehouse, with a capacity of €271 million ($300 million), was extended to mature in June

2025. In conjunction with the renewal, the benchmark rate was transitioned from London Interbank Offered Rate (“LIBOR”)

to daily compound SOFR plus a spread.

In April 2024, SFS U.S. closed a €670 million ($750 million) revolving credit floorplan facility (Stellantis Financial

Floorplan Master Auto Owner Trust (“SFMOT”) 2024-1). Draws off the facility will bear an interest rate based off a Term

SOFR plus a spread based on the composition of receivables pledged to the facility. Borrowings will be used to support the

Company’s commercial floorplan lending business with floor plan receivables providing collateral. As of December 31,

2024, €565 million ($587 million) was outstanding under this facility.

SFS U.S. uses interest rate derivatives in order to reduce the interest rate risks of certain warehouse credit facilities.

Asset-backed Securities (“ABS”) Term Notes and Term Loans

In January 2024, SFS U.S., through SFS Auto Receivables Securitization Trust 2024-1, issued six classes of ABS

Term Notes totaling €0.9 billion ($1 billion) in aggregate. The notes issued in each class bear a fixed rate. The ABS Term

Notes are secured by a pool of prime retail loans.

In May 2024, SFS U.S., through SFS Auto Receivables Securitization Trust 2024-2, issued six classes of ABS Term

Notes totaling €0.9 billion ($1 billion) in aggregate. The notes issued in each class bear a fixed rate. The ABS Term Notes are

secured by a pool of prime retail loans.

In October 2024, SFS U.S., through SFS Auto Receivables Securitization Trust 2024-3, issued six classes of ABS

Term Notes totaling €890 million ($925 million) in aggregate. The notes issued in each class bear a fixed rate. The ABS

Term Notes are secured by a pool of prime retail loans.

In April 2024, SFS U.S., through SFS Auto Finance 2024-1, closed a €670 million ($750 million) amortizing credit

facility to finance retail loan assets (SFS Auto Finance (“SFAF”) 2024-1). The facility amortizes each month based on the

characteristics of the pledged assets and is based on fixed rate interest rate plus a spread.

In July 2024, SFS U.S., through SFS Auto Finance 2024-2, closed a €670 million ($750 million) amortizing credit

facility to finance retail loan assets (SFAF 2024-2). The facility amortizes each month based on the characteristics of the

pledged assets and is based on fixed rate interest rate plus a spread.

In August 2024, SFS U.S., through SFS Auto Lease Vehicle LLC, closed a €0.9 billion ($1 billion) amortizing credit

facility to finance retail lease assets (SFS Auto Lease Vehicle (“SFALV”) 2024-1). The facility amortizes each month based

on the characteristics of the pledged assets and is based on fixed rate interest rate plus a spread.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for additional

information.

Cash Flows

The following table summarizes cash flows from operating, investing and financing activities for each of the years

ended December 31, 2024, 2023 and 2022. Refer to the Consolidated Statement of Cash Flows for the years ended December

31, 2024, 2023 and 2022 and to Note 31, Explanatory notes to the Consolidated Statement of Cash Flows included elsewhere

in this report for additional information. Refer to Note 10, Other intangible assets and Note 11, Property, plant and

equipment, within the Consolidated Financial Statements included elsewhere in this report for details on our contractual

commitments.

Industrial free cash flows

The following table provides a reconciliation of Cash flows from operating activities, the most directly comparable

measure included in the Consolidated Statement of Cash Flows, to Industrial free cash flows for the years ended

December 31, 2024 and 2023.


	Years ended December 31,
(€ million)	2024	2023
Cash flows from/(used in) operating activities	€4,008	€22,485
Less: Financial services, net of inter-segment eliminations	(2,736)	(753)
Less: Capital expenditures and capitalized research and development expenditures and change in amounts payable on property, plant and equipment and intangible assets for industrial activities	10,761	9,031
Add: Proceeds from disposal of assets and other changes in investing activities	303	2,152
Less: Net proceeds related to the reorganization of financial services in Europe(1)	—	1,532
Less: Contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity method and other investments	2,376	2,767
Add: Defined benefit pension contribution, net of tax	45	798
Industrial free cash flows	(6,045)	12,858

________________________________________________________________________________________________________________________________________________

(1) The net consideration of €1,634 million for the sale of 50 percent interest held in FCA Bank to Crédit Agricole Consumer Finance S.A. in 2023, related to industrial activities is

offset by payments of €102 million in relation to the transfer of leasing activities. Refer to Note 3, Scope of consolidation within the Consolidated Financial Statements included

elsewhere in this report for additional information

Industrial net financial position


	At December 31, 2024			At December 31, 2023
(€ million)	Company	Industrial activities	Financial services	Company	Industrial activities	Financial services
Third parties debt (Principal)	(36,609)	(23,499)	(13,110)	(28,792)	(22,018)	(6,774)
Capital market(1)	(20,003)	(18,542)	(1,461)	(18,637)	(17,555)	(1,082)
Bank debt	(3,562)	(1,902)	(1,660)	(2,847)	(1,990)	(857)
Other debt(2)	(10,488)	(515)	(9,973)	(5,150)	(334)	(4,816)
Lease liabilities	(2,556)	(2,540)	(16)	(2,158)	(2,139)	(19)
Accrued interest and other adjustments(3)	(618)	(572)	(46)	(671)	(658)	(13)
Debt with third parties (excluding held for sale)	(37,227)	(24,071)	(13,156)	(29,463)	(22,676)	(6,787)
Debt classified as held for sale	(128)	(60)	(68)	(122)	(122)	—
Debt with third parties including held for sale	(37,355)	(24,131)	(13,224)	(29,585)	(22,798)	(6,787)
Intercompany, net(4)	—	1,570	(1,570)	—	3,064	(3,064)
Current financial receivables from jointly-controlled financial services companies(5)	674	524	150	767	647	120
Debt, net of intercompany, and current financial receivables from jointly-controlled financial service companies	(36,681)	(22,037)	(14,644)	(28,818)	(19,087)	(9,731)
Derivative financial assets/(liabilities), net and collateral deposits(6)	222	212	10	20	49	(29)
Financial securities(7)	4,468	4,249	219	6,089	5,875	214
Cash and cash equivalents	34,100	32,409	1,691	43,669	42,419	1,250
Cash and cash equivalents classified as held for sale	297	295	2	231	231	—
Net financial position	2,406	15,128	(12,722)	21,191	29,487	(8,296)

________________________________________________________________________________________________________________________________________________

(1) Includes notes issued under the Medium Term Note Programme, or MTN Programme, and other notes for €18,228 million at December 31, 2024 (€17,240 million at December

31, 2023), Schuldschein for €314 million (€315 million at December 31, 2023) and other financial instruments issued in financial markets, mainly from South America financial

services companies for €1,461 million (€1,082 million at December 31, 2023)

(2) Includes asset-backed financing, i.e., sales of receivables for which de-recognition is not allowed under IFRS, for €49 million at December 31, 2024 (€67 million at December

31, 2023), and debt for securitizations programs, for €9,967 million at December 31, 2024 (€4,711 million at December 31, 2023)

(3) Includes adjustments for purchase accounting and net (accrued)/deferred interest and other amortizing cost adjustments

(4) Net amount between industrial activities entities' financial receivables due from financial services entities (€2,316 million at December 31, 2024 and €3,295 million at

December 31, 2023) and industrial activities entities' financial payables due to financial services entities (€746 million at December 31, 2024 and €231 million at December 31,

2023)

(5) Financial receivables due from Stellantis Financial Services Europe JVs

(6) Fair value of derivative financial instruments (net positive €215 million at December 31, 2024 and net positive €1 million at December 31, 2023) and collateral deposits

(€7 million at December 31, 2024 and €19 million at December 31, 2023)

(7) Excludes certain financial securities held pursuant to applicable regulations (€264 million at December 31, 2024 and €368 million at December 31, 2023) and non-liquid

equity investments (€692 million at December 31, 2024 and €704 million at December 31, 2023) and other non-liquid securities (€347 million at December 31, 2024 and €609

million at December 31, 2023)

The €14.4 billion reduction in Industrial net financial position at December 31, 2024, as compared to December 31,

2023, primarily reflects the negative free cash flow of €6.0 billion, dividend payments €4.7 billion and share buy-back

€3.0 billion.

Rating Agency updates

From December 2023, Stellantis’ issuer credit rating and senior unsecured debt rating have been set by S&P at

“BBB+”. In October 2024, S&P changed the outlook from stable to negative.

In February 2024, Moody’s upgraded Stellantis’ long-term issuer rating and senior unsecured debt rating from

“Baa2” to “Baa1” with stable outlook. In October 2024, Moody’s changed the outlook to negative.

Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for additional

information regarding the Company's Capital Resources. Refer to Note 32, Qualitative and quantitative information on

financial risks within the Consolidated Financial Statements included elsewhere in this report for additional information

regarding the Company’s qualitative and quantitative information on financial risks. Refer to Contractual Obligations,

included elsewhere in this report for additional information on the Company’s significant contractual commitments as at

December 31, 2024.

Risk Management

Risk management activities are an essential business driver to ensure the achievement of Stellantis’ objectives and

the sustainability of its business plan in the medium to long-term. The Company has adopted an integrated approach aimed at

strengthening the awareness, at every level of the organization, that adequate risk assessment and management can create and

preserve value for Stellantis. A structured process has been implemented to integrate risk identification, assessment,

monitoring and mitigation into business practices, and to provide management with information necessary to take the

appropriate decisions for achieving the Company’s strategic objectives.

Enterprise Risk Management Framework

The Stellantis risk management framework is based on the principles of the 2017 Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) Framework "Enterprise Risk Management (“ERM”) - Integrating

with Strategy and Performance" and of the Dutch Corporate Governance Code.

In alignment with the COSO principles, the Stellantis ERM framework integrates risk management processes into

the management of the Company’s business with the aim of implementing its strategy, improving the performance and

creating long-term value. Additionally, it supports the protection of corporate assets, the efficiency and effectiveness of

business processes, the reliability of financial information and the compliance with laws and regulations.

The Stellantis ERM framework consists of five key components:

1. ERM Governance Structure

The risk management process is implemented across the whole organization through a governance structure that

involves several committees, regions and business functions, risk owners and ERM to manage business risks and to define the

most effective strategies for their mitigation.

A Global Risk Management Committee (“GRMC”) has been established to provide guidance on strategic risk

management decisions and defines the Company’s risk appetite and is chaired by the Chief Human Resources and

Transformation Officer. Other members of the GRMC are representatives from the legal, finance, internal audit, risk

management and other business functions. The GRMC provides guidance on the overall strategic risk management decisions.

The ERM team within Stellantis is responsible for designing and updating the enterprise risk framework and

working with business and global functions to support the identification, assessment, monitoring and reporting of risk

exposures and their associated mitigation actions at department level.

2. Strategy Setting and Risk Appetite

The alignment of business objectives with strategy is achieved through Stellantis governance committees which

include top executive management responsible for supporting risk governance. The management of enterprise risks is

integrated into the strategic plan and business objectives through the GRMC members that are part of the Stellantis

governance committees. In 2024, the Strategy Council supported by governance committees, is ultimately responsible for risk

management programs, providing guidance and direction, reviewing and approving the overall global enterprise risk

assessment results and ensuring accountability for effectively managing and mitigating significant risks.

Risk tolerance analysis is supported by the review of Key Risk Indicators (“KRIs”). In 2024, status of risk

monitoring and mitigating activities was quarterly assessed and results were regularly reported to GRMC members and to the

Strategy Council by the Head of Audit & Compliance. The Board of Directors has an oversight role over Stellantis’ risk

assessment.

Stellantis aligns its risk appetite to its business plan. Risk boundaries are set through Stellantis strategy, Code of

Conduct, budgets and policies. Stellantis objectives are consistent with the organization's risk appetite.


Risk category	Category description	Risk appetite
Strategic	Risk that may arise from the pursuit of Stellantis’ business plan, from strategic changes in the business environment, and/or from adverse strategic business decisions.	We are prepared to take risks in a responsible way that takes our stakeholders’ interests into account and is consistent with our business plan.
Operational	Risk relating to internal processes, people and systems or external events (including legal and reputational risks).	We look to mitigate operational risks to the maximum extent based on cost/benefit considerations.
Financial	Risk relating to uncertainty of return and the potential for financial loss due to financial performance.	We seek capital market and other transactions to strengthen our financial position and finance our operations on a consolidated global basis.
Compliance	Risk of non-compliance with relevant regulations and laws, internal policies and procedures.	We hold ourselves, as well as our employees, responsible for acting with honesty, integrity and respect, including complying with our Code of Conduct, applicable laws and regulations everywhere we do business.

3. Enterprise Risk Assessment

The enterprise risk assessment is the assessment of the main risks that may affect the achievement of Stellantis’

strategy and its sustainability despite the risk mitigations in place. This assessment is performed annually to identify and

prioritize the major risks based on their criticality, with a bottom-up approach that leverages on the departments’ risk

assessment results, continuous risk assessment surveys, and targeted interviews conducted with a representative range of

regional and business function managers. Risk scenarios and evaluation are carried out using likelihood, impact and control

effectiveness criteria.

The results of the assessment are consolidated on a risk mapping and compared with risk thresholds to determine

priority and risk treatment methods. The risk mapping is then reviewed by executive leadership before presentation for

approval to the Strategy Council and final validation by the Audit Committee.

Fraud risk assessment is aligned with Stellantis’ overall ERM strategy and is integrated into the broader

departmental risk management process to manage potential risks related to fraudulent activities that could harm Stellantis’

financial health, reputation, and operations. A fraud risk assessment is performed annually to ensure that emerging fraud risks

are captured and managed. Fraud risk assessments results are communicated to departmental senior management to ensure

proper implementation of mitigation efforts.

4. Risk Mitigation and Monitoring

Major risks assigned to Strategy Council members are detailed in more specific sub-risks and assigned to sub-risk

owners in charge of deploying adequate risk mitigation measures. KRIs have been established to quantitatively measure and

monitor sub-risks exposure in a more predictive way and to facilitate reporting of risk change. Additionally, an estimated

maximum loss (“EML”) is evaluated for specific sub-risks scenarios to estimate potential financial impact and support the

setting of risk appetite. The ERM team continuously monitors mitigation progress, KRI trends, and EMLs, reporting key

developments to the Strategy Council.

5. Risk Management Integration and Culture Dissemination

Management uses relevant information from both internal and external sources to support the ERM process. To

support the business in pursuing continuous risk management process improvement and to promote a culture that proactively

identify, evaluate and monitor risks, ERM team relies on the support of a compliance champions network responsible for

building or updating annually the risk assessment of their departments and supervising the relative risk mitigation action

plans. Compliance champions attend periodic ERM awareness programs.

Significant Risks Identified and Control Measures

In 2024, results of the annual risk assessment were consolidated into a Stellantis report for review with members of

the GRMC before the presentation of the most significant risks to the Strategy Council. Once validated, results were

discussed with the Audit Committee, assisting the Board of Directors in their responsibility for strategic oversight of risk

management activities. Control measures and mitigating actions were identified or enhanced to ensure risks were

appropriately addressed.

The list of risks, control measures and mitigating actions presented below is not exhaustive. The sequence in which

these risks and mitigating actions are described does not reflect order of importance, likelihood of occurrence or control

measures effectiveness.

Monitoring of risk mitigating actions and KRI metrics are the responsibility of the ERM team and compliance

champions.


Risk Category	Risk	Risk Description	Control / Mitigating Actions
Strategic	Transition to Electrification	Main risk factors for transition to electrification include: the evolving nature of the regulatory environment, the higher production costs (and corresponding) prices of EV vehicles that could reduce our competitive advantage and result in lower customer appetite and lower profit margin or in a sharp decrease of the automotive market share in western countries, the aggressive competition of new players in the EV market that are developing with lower production cost and advanced technological solutions, and the dependence of EV (market) on government policies.	Cost-reduction strategies to make electric vehicle’s price more affordable, including taking a stake in Chinese EV maker Leapmotor that will give Stellantis further access to innovative technologies and to an extended offer. Execution of battery/EDM roadmap to deliver performance at the right level. Secured access to key components and raw material by entering into long-term agreements or partnerships.
Operational	Supply Chain	Stellantis’ ability to manage critical supplies to prevent production interruptions, and the ability to manage limited availability and increased costs of commodities, energy and transportation.	Actions to mitigate risks related to potential unavailability of raw materials and critical components in the time required by production planning include: •assessment of the end-to-end value chain of supplies to identify possible critical resources; •monitoring of global, political, environmental and economic events, to anticipate or identify those that could lead to supply chain disruption and implement timely mitigating actions; •developing technical solutions to reduce dependence on critical raw materials; •monitoring the suppliers’ risk to mitigate disruption due to any kind of failure; and •strategic partnerships to gain access to the latest innovations.


Compliance	Compliance	The increasing complexity of compliance requirements in different fields (e.g., corporate liability, market regulations, export controls, anti-bribery, emissions and vehicle safety, data privacy, human rights, etc.) puts the organization at risk of non- compliance, that could result in potential fines, increased costs, and reputational damages.	Company governance and regular oversight by top executive management to monitor compliance with laws and regulatory requirements and to promote consistency in approach and process across Stellantis operations. Stellantis Code of Conduct clearly and affirmatively requires employees to report issues of non-compliance. Regular training and frequent communication reinforce the prevention system. “Stellantis Integrity Helpline” program encourages employees, contractors, suppliers and dealers to report any issues that may concern vehicle safety, emissions or regulatory compliance.
Financial	Macro- Economic Factors	The exposure to adverse financial conditions such as persistent inflation also impacting labor cost, high interest rates, as well as repeated increases and volatility in foreign exchange, raw material and energy prices, could impact Stellantis’ plans and profitability and its financial ability to offset the effects of a major crisis. This risk is increased by geopolitical instabilities, continued protectionism and unavailability of natural resources and energy.	Risk is mitigated through: •natural and financial hedging strategies; •material substitution and circular economy strategy; •optimization in technical solutions to minimize the use of critical resources or find substitutions; and •constant monitoring of raw material market dynamics and of price trends.
Operational	Social License to Operate	The global presence and the connection with multiple stakeholders (suppliers, dealers, unions, governments) may affect the efficiency of our operations.	Maintain continuous contacts with stakeholders as a channel to inform about Stellantis strategy and policy.
Operational	Natural Hazard	Global warming increases the likelihood of major climate events impacting production or distribution such as flash floods, tornadoes, hailstorms, heat waves or water shortages.	The analysis of specific climate risks for Stellantis and critical suppliers’ sites allows an effective implementation and continuous monitoring of the prevention process and of the business continuity and resumption plan at site level to reduce impact and reinforce resilience.


Operational	Cybersecurity	The growing and evolving threats to digital infrastructure and data security due to global political tensions, international conflicts and external social climate may target Stellantis’ systems and lead to significant business disruption, loss of confidential information and competitive know-how, or breaches of data privacy resulting in financial and/or reputational damage.	A cybersecurity program, along with multilayered controls, is in place at Stellantis to identify and mitigate cyber risks emerging from the evolving threat landscape. This program has been developed based on: •a comprehensive and thorough analysis of the potential exposure of critical company assets, including the information that must be protected and the required security level; •implementation of policies and procedures designed to reduce the risk of attack in the event of a security breach; •plans and procedures established to neutralize threats and address security issues effectively; and •Frequent employee awareness campaigns.

Control measures and comprehensive mitigation actions for key global risks were monitored throughout the year by

Stellantis senior leaders in the regions and business functions, under the oversight of the related global leaders in an effort to

address risks on a timely basis and confirm that the control measures taken were effective in preventing the risks from

materializing. Refer to Risk Factors included elsewhere in this report for additional information.

Improvements in the overall Stellantis risk management process

We regularly benchmark risk management processes with peer companies and explore opportunities for

improvement, in order to strengthen and improve ERM governance. We also consistently engage with various levels within

our business operations and review our risk monitoring results in order to identify new risks or additional mitigations.

In 2024 the assessment of the risks for all Stellantis regions, brands and global functions was completed on a new IT

system implemented to standardize and streamline the risk management process.

Risk Factors

We face a variety of risks in our business. The risks and uncertainties described below are not the only ones facing

us. Additional risks and uncertainties that we are unaware of, or that we currently believe to be immaterial, may also become

important factors that affect us.

Risks Related to Our Business, Strategy and Operations

If our vehicle shipment volumes continue to deteriorate, particularly shipments of pickup trucks and larger sport utility

vehicles in the U.S. market, and overall shipments of vehicles in the European market, our results of operations and

financial condition will suffer.

As is typical for automotive manufacturers, we have significant fixed costs primarily due to our substantial

investment in product development, property, plant and equipment and the requirements of collective bargaining agreements

and other applicable labor relations regulations. As a result, changes in certain vehicle shipment volumes could have a

disproportionately large effect on our profitability.

Our profitability in North America, a region which historically contributed a majority of our profits, is particularly

dependent on demand for pickup trucks and larger SUVs. Pickup trucks and larger SUVs have historically been more

profitable than other vehicles and accounted for approximately 81 percent of our total U.S. retail vehicle shipments in 2024.

A shift in consumer demand away from these vehicles within the North America region, and towards compact and mid-size

passenger cars, whether in response to higher fuel prices, lower disposable income due to recession, higher borrowing costs

or other factors, could adversely affect our profitability. For example, U.S. demand for our vehicles softened significantly in

2024, leading to elevated dealer-owned inventory levels. This trend continued to accelerate in the second half of the year and

the related impacts on our shipments and pricing negatively affected our profitability. Refer to “Management’s Discussion

and Analysis of Financial Condition and Results of Operations — Results by Segment - 2024 compared to 2023 — North

America” included elsewhere in this report for additional information.

We are also significantly exposed to a downturn in economic conditions in Europe, enhanced competition in the

European vehicle market (particularly, from Chinese OEMs), or a deterioration of the European vehicle market (including as

a result of EV regulation and reductions or cancellations of purchase incentives programs), each of which impacted our

vehicle shipments in that market in 2024. In 2024, we generated a significant percentage of our profits and approximately 38

percent of our Net revenues in the Enlarged Europe region. For additional information on factors affecting our vehicle

profitability, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends,

Uncertainties and Opportunities – Vehicle Profitability” included elsewhere in this report for additional information.

Moreover, we operate with negative working capital, because we generally receive payment for vehicles within a

few days of shipment, while there is a time lag between when parts and materials are received from suppliers and when we

pay for such parts and materials. We experienced a significant negative impact on cash flow and liquidity in 2024 as a result

of this time lag, and could suffer a negative impact in future periods in which vehicle shipments decline materially, because

we continue to pay suppliers for components purchased in a higher-volume environment while we receive lower proceeds

from vehicle shipments.

If our vehicle shipments decline further due to a downturn in economic conditions, changes in consumer confidence,

geopolitical events, inability to produce sufficient quantities of certain vehicles, enhanced competition in certain markets, loss

of market share, limited access to financing or other factors, such decline could have a material adverse effect on our

business, financial condition and results of operations.

Our success largely depends on the ability of our management team to operate and manage effectively and our ability to

attract and retain experienced management and employees.

Our success largely depends on the ability of our senior executives and other members of management to effectively

manage the company and individual areas of the business. In particular, the direction and oversight of the Company is

currently managed by the IEC led by the Company’s Chairman and Executive Director, Mr John Elkann and a permanent

Chief Executive Officer is to be announced in the first half of 2025. If we are unsuccessful in managing this transition, it

could have a material adverse effect on our business, financial condition and results of operations.

The ability to attract and retain qualified and experienced personnel, including in critical areas such as design and

software, is also critical to our competitive position in the automotive industry. If we are unable to find adequate

replacements or to attract, retain and incentivize senior executives, other key employees or new qualified personnel, such

inability could have a material adverse effect on our business, financial condition and results of operations.

Our business may be adversely affected by global financial markets, general economic conditions, enforcement of

government incentive programs, geopolitical volatility and protectionist trade policies, as well as other macro

developments over which we have no control.

With operations worldwide, our business, financial condition and results of operations may be influenced by

macroeconomic factors within the various countries in which we operate, including changes in gross domestic product, the

level of consumer and business confidence, changes in interest rates for, or availability of, consumer and business credit, the

rate of unemployment, foreign currency controls and changes in exchange rates, as well as geopolitical risks, such as

government instability, social unrest, the rise of nationalism and populism and disputes between sovereign states.

We are also significantly impacted by tariffs and other barriers to trade imposed between governments in various

regions. For example, there has been a recent and significant increase in activity and speculation regarding tariffs and duties

between the U.S. and its trading partners, including China, Canada, Mexico and the European Union, including recent

announcements by the U.S. administration of its intention to enact a variety of new tariffs, including on automobiles and steel

and aluminum products. We import a significant number of our vehicles and components from outside the U.S. (particularly

in Canada, Mexico and Italy). We also manufacture vehicles and components in the U.S. that are exported globally.

Disruptions in tariff or duty activity between our major markets - particularly rapid disruptions - could increase the cost and

potential availability of raw materials and components, as well as finished vehicles, which in turn would potentially increase

consumer prices, reduce demand for our products and/or make our products less profitable.

We are also subject to other risks, such as increases in energy and fuel prices and fluctuations in prices of raw

materials, including as a result of tariffs or other protectionist measures, changes to vehicle purchase incentive programs, and

contractions in infrastructure spending in the jurisdictions in which we operate. In addition, these factors may also have an

adverse effect on our ability to fully utilize our industrial capacity in some of the jurisdictions in which we operate. Several of

the markets in which we operate have experienced or are experiencing challenging macroeconomic climates. Consumers have

faced and may continue to face challenging cost inflation and higher fuel prices in particular, negative real wages and higher

borrowing rates, which may continue to contribute to lower sales, particularly in the more profitable segments of our product

mix. Unfavorable developments in any one or a combination of these risks (which may vary from country to country) could

have a material adverse effect on our business, financial condition and results of operations and on our ability to execute

planned strategies. For further discussion of risks related to the automotive industry, refer to the section “Risk Factors—Risks

Related to the Industry in which We Operate” for additional information..

We are subject to risks relating to geopolitical volatility and instability. For example, as a result of ongoing global

conflicts, we may be subject to supply chain disruptions, energy and logistics cost inflation or other adverse impacts from

increased global instability.

We are also subject to import and/or export restrictions (including the imposition of tariffs on raw materials and

components we procure and on the vehicles we sell), and compliance with local laws and regulations in the markets in which

we operate. For example, in Brazil, we have historically received certain tax benefits and other government grants, that

favorably affected our results of operations which will expire at the end of 2032. Expiration of these tax benefits and

government grants or any change in the amount of such tax benefits or government grants could have a material adverse

effect on our business, financial condition and results of operations. More generally, unfavorable developments in our

relationships with governments in the markets in which we operate could have a material adverse effect on our business,

financial condition and results of operations.

We are also subject to other risks inherent to operating globally. For a discussion of certain tax-related risks related

to our operating globally, refer to the section “Risk Factors—Risks Related to Taxation—We and our subsidiaries are subject

to tax laws and treaties of numerous jurisdictions. Future changes to such laws or treaties could adversely affect us and our

subsidiaries and our shareholders and holders of special voting shares. In addition, the interpretation of these laws and

treaties is subject to challenge by the relevant governmental authorities” for additional information. European developments

in data and digital taxation may also negatively affect some of our autonomous driving and infotainment connected services.

Unfavorable developments in any one or a combination of these risk areas (which may vary from country to country) could

have a material adverse effect on our business, financial condition and results of operations and on our ability to execute

planned strategies.

Our future performance depends on our ability to accurately predict market demand for electrified vehicles.

Our financial condition and results of operations will depend in part on our ability to successfully allocate resources

between development and delivery of BEV and hybrid vehicles and production of internal combustion engines. In particular,

because our profitability in North America is expected to continue to depend on demand for pickup trucks and larger SUVs,

our performance will depend on our ability to continue to satisfy demand for pickup trucks and larger SUVs with internal

combustion engines in North America while developing new BEVs and hybrid vehicles, or BEV/hybrid versions of existing

nameplates. The design and development of new technology, products and services is a costly and uncertain process,

requiring extensive capital investment and the ability to retain and recruit scarce talent. In addition to development costs, the

production costs for BEVs and hybrid vehicles are also higher than for internal combustion engine vehicles. If we are not able

to reduce these costs in the short to medium term, our margins may continue to be negatively impacted. In addition, there is

evidence that consumer appetite for BEVs is slowing, which poses additional risks to the profitability of our electrification

investments and, among other things, could require us to impair the value of these assets for accounting purposes or to make

new investments into new technologies. For additional information on factors impacting our vehicle profitability, please refer

to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Trends,

Uncertainties and Opportunities – Vehicle Profitability” for additional information. If we are unable to achieve our

electrification goals, we may be unable to earn a sufficient return on our related investments, which could have a material

adverse effect on our business, financial condition and results of operations.

We face challenges in developing electrified vehicles with increased vehicle range, battery energy density and other

new technologies that successfully compete with our peers. In addition, the availability of BEVs and PHEVs has fueled

highly competitive pricing among automakers, which may significantly and adversely affect our profits with respect to the

sale of such vehicles. Furthermore, technological capabilities acquired through costly investment may prove short-lived, for

example, if technology and vehicle capability progresses more quickly than expected. In particular, our investments in

Leapmotor and Leapmotor International, our joint venture with Leapmotor to distribute their vehicles outside of China, may

not significantly improve our ability to develop and sell competitive BEVs relative to our peers. Vehicle electrification may

also negatively affect our after-sales revenues as BEVs are expected to require fewer repairs.

In the short to medium term, an economic slowdown and concomitant pressure on customers’ spending may

disproportionately impact BEVs, which are significantly more expensive than internal combustion engine vehicles. This may

adversely affect our sales of those vehicles that we are striving to bring to market.

In addition, we operate in a very competitive industry with our competitors routinely introducing new and improved

vehicle models and features designed to meet evolving consumer expectations. As the market for BEVs grows, there could be

increased opportunities for our competitors, including new entrants, such as non-OEM startup technology companies that

may enter into alliances with our competitors, as well as startup OEMs, to obtain market share by introducing disruptive

solutions that are attractive to consumers. Our competitors’ integration with non-OEM startup technology companies or the

emergence of new significant OEM competitors could have a material adverse effect on our business, financial condition and

results of operations. See “The automotive industry is highly competitive and cyclical, and we may suffer from those factors

more than some of our competitors.”

Our ability to successfully and profitably sell BEVs is also dependent on the development and implementation of

government policies that support electrification in the markets in which we operate. If governments in the markets in which

we operate do not establish and maintain policies that support electrification, including incentives that support consumer

affordability and awareness, development of charging infrastructure and strengthening of the battery supply chain, this could

have a material adverse effect on our business, financial condition and results of operations. Governments have also chosen,

and additional governments may choose in the future, to dilute or eliminate supportive policies or delay electrification targets.

For example, in January 2025, the U.S. government rescinded its 2030 EV adoption targets and announced the intention to

significantly reduce its support for electrification. Changing government policies may negatively impact the return on

investments we have made, impair the value of related assets, and may make it more difficult to plan future investments,

particularly if such policy changes result in a divergence in policy among governments.

Our future performance depends on our ability to offer innovative, attractive and relevant products.

Our success depends on, among other things, our ability to develop innovative, high-quality products that are

attractive to consumers and provide adequate profitability. We may not be able to effectively compete with other automakers

with regard to electrification, autonomous driving, mobility, artificial intelligence and other emerging trends in the industry.

In particular, if we are unable to deliver a broad portfolio of electrified vehicles that are competitively priced and

meet consumer demands, if consumers prefer our competitors’ electrified vehicles or if the adoption of electrified vehicles

develops slower than we expect, we may experience a material adverse effect on our business, financial condition and results

of operations. Refer to the section “ — Our future performance depends on our ability to accurately predict market demand

for electrified vehicles” for additional information. In addition, our portfolio renewal efforts have suffered delays in recent

periods which has adversely affected our shipments and sales, particularly in North America and Enlarged Europe. If we are

unable to fill existing gaps in our vehicle portfolio in a timely manner, our shipments, sales and market share will continue to

be adversely impacted.

In certain cases, the technologies that we plan to employ are not yet commercially practical and depend on

significant future technological advances by us, our partners and suppliers. These advances may not occur in a timely or

feasible manner, we may not obtain rights to use these technologies and the funds that we have budgeted or expended for

these purposes may not be adequate. Further, our competitors and others are pursuing similar and other competing

technologies, and they may acquire and implement similar or superior technologies sooner than we will or on an exclusive

basis or at a significant cost advantage. Even where we are able to develop competitive technologies, we may not be able to

profit from such developments as anticipated.

Further, as a result of the extended product development cycle and inherent difficulty in predicting consumer

acceptance, a vehicle that is expected to be attractive may not generate sales in sufficient quantities and at high enough prices

to be profitable. It can take several years to design and develop a new vehicle, and a number of factors may lengthen that

schedule. For example, if we determine that a safety or emissions defect, mechanical defect or non-compliance with

regulation exists with respect to a vehicle model prior to retail launch, the launch of such vehicle could be delayed until we

remedy the defect or non-compliance. Various elements may also contribute to consumers’ acceptance of new vehicle

designs, including competitors’ product introductions, battery range, charging infrastructure development, fuel prices, general

economic conditions, government regulations and changes in consumer preferences. In addition, vehicles we develop in order

to comply with government regulations, particularly those related to fuel efficiency, greenhouse gas and tailpipe emissions

standards, may not be attractive to consumers or may not generate sales in sufficient quantities and at high enough prices to

be profitable. If these vehicles do not generate sales in sufficient quantities and at prices that are sufficiently profitable, it

could have a materially adverse effect on our business, financial condition and results of operations. Refer to the section

“Risks Related to the Industry in which We Operate – The automotive industry is highly competitive and cyclical, and we may

suffer from those factors more than our competitors” for additional information.

If we fail to develop products that contain desirable technologies and are attractive to and accepted by consumers,

the residual value of our vehicles could be negatively impacted. In addition, the increasing pace of inclusion of new

innovations and technologies in our and our competitors’ vehicles could also negatively impact the residual value of our

vehicles. A deterioration in residual value could increase the cost that consumers pay to lease our vehicles or increase the

amount of subvention payments that we make to support our leasing programs.

The failure to develop and offer innovative, attractive and relevant products on a timely basis could have a material

adverse effect on our business, financial condition and results of operations.

Labor laws and collective bargaining agreements with our labor unions could impact our ability to increase the efficiency

of our operations, and we may be subject to work stoppages in the event we are unable to agree on collective bargaining

agreement terms or have other disagreements.

Substantially all of our production employees are represented by trade unions, covered by collective bargaining

agreements or protected by applicable labor relations regulations that may restrict our ability to modify operations and reduce

personnel costs quickly in response to changes in market conditions and demand for our products. These and other provisions

in our collective bargaining agreements may impede our ability to restructure our business successfully in order to compete

more effectively, especially with automakers whose employees are not represented by trade unions or are subject to less

stringent regulations, which could have a material adverse effect on our business, financial condition and results of

operations.

We may be subject to work stoppages in the event that we and our labor unions are unable to agree on collective

bargaining agreement terms or have other disagreements. Any future work stoppages could have a material adverse effect on

our business, financial condition and results of operations.

Our reliance on partnerships in order to offer consumers and dealers financing and leasing services in certain markets

could adversely affect our vehicle sales.

Unlike many of our competitors, we do not own and operate a wholly-owned finance company dedicated solely to

our vehicle operations in the majority of key markets in Europe and Asia (excluding China). We have instead partnered with

large international banks through joint ventures or commercial agreements, in order to provide financing to our dealers and

retail consumers. Our lack of a fully operational wholly-owned finance company in key markets may increase the risk that

our dealers and retail customers will not have access to sufficient financing on acceptable terms, which may adversely affect

our vehicle sales in the future.

Furthermore, many of our competitors are better able to implement financing programs designed to maximize

vehicle sales in a manner that optimizes profitability for them and their finance companies on an aggregate basis. Since our

ability to compete depends on access to appropriate sources of financing for dealers and retail consumers, our reliance on

partnerships in those markets could have a material adverse effect on our business, financial condition and results of

operations.

Potential capital constraints may impair the financial services providers’ ability to provide competitive financing

products to our dealers and retail consumers. For example, any financial services provider, including our joint ventures and

controlled finance companies, will face other demands on its capital, including the need or desire to satisfy funding

requirements for dealers or consumers of our competitors as well as liquidity issues relating to other investments.

Furthermore, they may be subject to regulatory changes that may increase their cost of capital or capital requirements.

To the extent that a financial services provider is unable or unwilling to provide sufficient financing at competitive

rates to our dealers and retail consumers, such dealers and retail consumers may not have sufficient access to financing to

purchase or lease vehicles. As a result, our vehicle sales and market share may suffer, which could have a material adverse

effect on our business, financial condition and results of operations.

Our financial services companies subject us to the risks inherent in that business.

We provide a range of financial services, including retail loans, leases and floorplan leasing to consumers and

dealers, through joint ventures or wholly-owned subsidiaries in the key markets where we operate. These financial services

companies, particularly our 100 percent owned captive finance companies in Argentina, Brazil, China and the U.S., subject

us to the risks inherent in that business. These risks include reliance on debt markets and asset-backed financing transactions

in order to provide the capital necessary to support their financing programs. Our financial services companies may be unable

to access debt markets on acceptable terms, including due to market disruption, market volatility or perceived

creditworthiness, or may be unable to originate sufficient receivables required in order to execute asset-backed financings.

The loans and leases originated by our financial services companies are subject to credit risk, which in turn is

heavily influenced by economic conditions including inflation, interest rates and unemployment levels. In addition, our

financial services companies rely on information from applicants and third party service providers when underwriting the

loans and leases they originate and could experience increased credit risk if the information they receive is intentionally or

negligently misrepresented. Our financial services companies must also project the expected residual values for the vehicles

they lease and the actual proceeds received from the sale of those vehicles at lease termination may be lower than the amount

projected due to unforeseen changes in market conditions for specific vehicle types or models, or industry-wide.

In addition, our financial services companies are subject to significant regulation by governmental authorities in the

markets where they operate, which may impose significant costs and restrictions on their business. The market for automotive

financing is also highly competitive and includes a variety of lenders, including banks, credit unions and independent finance

companies.

If our financial services companies are unable to manage these risks effectively, it could have a material adverse

effect on our business, financial condition and results of operations.

We face risks related to changes in product distribution methods.

We are exposed to risks inherent in certain new methods of distribution, including the digitalization of points of sale

and, more broadly, the transformation of our sales network in order to respond to developing trends in the automotive

industry such as consumers’ shift towards online sales, and the use of digital tools that are altering the relationship between

brands and customers.

Stellantis is working on the development of online sales, now offered in most European countries as well as North

America. Delays in the digital transformation of distribution methods, both at points of sale and in sales networks, as well as

increased costs, whether as a result of the transformation of our sales network or new distribution methods, could impact our

ability to effectively compete with other automakers. In addition, our employees may lack the necessary skills or training to

implement or utilize such new distribution methods.

Stellantis has also been progressively implementing a retailer distribution model in Europe that is intended to enable

lower distribution costs, provide price transparency and introduce a more seamless customer experience. These and other

changes in our product distribution methods may result in litigation with our dealer network, lengthen the timing or pattern of

when we recognize revenue and increase our working capital requirements.

If there is a delay or failure to implement new distribution methods or such transitions are not successful or fail to

lower our distribution costs, there may be a material adverse effect on our business, financial condition and results of

operations.

A significant security breach compromising the electronic control systems contained in our vehicles could damage our

reputation, disrupt our business and adversely impact our ability to compete.

Our vehicles, as well as vehicles manufactured by other OEMs, contain complex systems that control various

vehicle processes including engine, transmission, safety, steering, brakes, window and door lock functions. These electronic

control systems, which are increasingly connected to external cloud-based systems, are susceptible to cybercrime, including

threats of intentional disruptions, loss of control over the vehicle, loss of functionality or services and theft of personal

information. These disruptions are likely to increase in terms of sophistication and frequency as the level of connectivity and

autonomy in our vehicles increases. In addition, we may rely on third parties for connectivity and automation technology and

services, including for the collection of our customers’ data. These third parties could unlawfully resell or otherwise misuse

such information, or suffer data breaches. A significant malfunction, disruption or security breach compromising the

electronic control systems contained in our vehicles could damage our reputation, expose us to significant liability and could

have a material adverse effect on our business, financial condition and results of operations.

A significant malfunction, disruption or security breach compromising the operation of our information technology

systems could damage our reputation, disrupt our business and adversely impact our ability to compete.

Our ability to keep our business operating effectively depends on the functional and efficient operation of our

information, data processing and telecommunications systems, including our vehicle design, manufacturing, inventory

tracking and billing and payment systems, as well as other central information systems and applications, employee

workstations and other IT equipment. Our vehicles are also increasingly connected to external cloud-based systems while our

industrial facilities have become more computerized. Our systems are susceptible to cybercrime and are regularly the target

of threats from third parties, which could result in data theft, loss of control of data processed in an external cloud,

compromised IT networks and stoppages in operations. In addition, a large percentage of our office personnel are following a

“remote work” model, which relies heavily on the use of remote networking and online conferencing services, and exposes us

to additional cybersecurity risks.

A significant or large-scale malfunction or interruption of any one of our computer or data processing systems,

including through the exploitation of a weakness in our systems or the systems of our suppliers or service providers, could

have a material adverse effect on our ability to manage and keep our manufacturing and other operations running effectively,

and may damage our reputation. The computer systems of several of our suppliers and service providers have been the

subject of unauthorized access but, to-date we have not been materially impacted by these events. A malfunction or security

breach that results in a wide or sustained disruption to our business could have a material adverse effect on our business,

financial condition and results of operations.

In addition to supporting our operations, our systems collect and store confidential and sensitive data, including

information about our business, consumers and employees. As technology continues to evolve, and as we execute our global

data-as-a-service strategy, it is expected that we will collect and store even more data in the future and that our systems will

increasingly use remote communication features that are sensitive to both willful and unintentional security breaches. Much

of our value is derived from our confidential business information, including vehicle design, proprietary technology and trade

secrets, and to the extent the confidentiality of such information is compromised, we may lose our competitive advantage and

our vehicle shipments may suffer. We also collect, retain and use personal information, including data gathered from

consumers for product development and marketing purposes, and data obtained from employees.

In the event of a breach in security that allows third parties access to personal information, we will be subject to a

variety of laws on a global basis that could require us to provide notification to the data owners and subject us to lawsuits,

fines and other means of regulatory enforcement.

For example, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) has increased the

stringency of European Union data protection requirements and related penalties. Non-compliance with the GDPR can result

in fines of the higher of €20 million or four percent of annual worldwide revenue. In addition, the California Consumer

Privacy Act of 2018 and California Privacy Rights Act of 2020 provide California residents with significant data privacy

rights. Several other states and countries where we do business have adopted laws and regulations imposing obligations

regarding the handling of personal data. Complying with any new data protection-related regulatory requirements could force

us to incur substantial expenses or require us to change our business practices in a manner that has a material adverse effect

on our business, financial condition and results of operations.

Our reputation could also suffer in the event of a data breach, which could cause consumers to purchase their

vehicles from our competitors. Ultimately, any significant compromise in the integrity of our data security could have a

material adverse effect on our business, financial condition and results of operations.

Risks Related to the Industry in which We Operate

We face risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts, components

and systems used in our vehicles.

We use a variety of raw materials in our business, including steel, aluminum, lead, polymers, elastomers, resin and

copper, and precious metals such as platinum, palladium and rhodium, as well as electricity and natural gas. Also, as we

implement various electrified propulsion system applications throughout our portfolio, we will also depend on a significant

supply of lithium, nickel and cobalt, which are used in lithium-ion batteries.

The prices for these raw materials fluctuate, and market conditions can affect our ability to manage our costs.

Increased market power of raw material suppliers may contribute to such prices increasing. Additionally, as our production of

electric vehicles increases, we will require substantially greater access to lithium cells and related raw materials. Accordingly,

we may face shortages of these components and related raw materials and be forced to pay higher prices or, if we are unable

to obtain them, reduce or suspend production of the impacted vehicles.

Substantial increases in the prices for the raw materials and components used in our vehicles will increase our

operating costs and could reduce profitability if the increased costs cannot be offset by higher vehicle prices or productivity

gains. In particular, certain raw materials, such as those needed in catalytic converters and lithium-ion batteries, and

components, such as semiconductors, are sourced from a limited number of suppliers and from a limited number of countries.

From time to time these may be susceptible to supply shortages or disruptions. For example, between 2020 and 2022, unfilled

semiconductor orders had a significant adverse impact on our shipment volumes and operating results. In addition, our

industrial efficiency will depend in part on the optimization of the raw materials and components used in the manufacturing

processes. If we fail to optimize these processes, we may face increased production costs.

We are also exposed to the risk of price fluctuations and supply disruptions and shortages, including due to supplier

disputes, particularly with regard to warranty recovery claims, supplier financial distress, tight credit markets, trade

restrictions, tariffs, natural or man-made disasters, epidemics or pandemics of diseases, or production difficulties. Inflation

has resulted in increased wages, fuel, freight and other costs and this trend may continue. We may also be exposed to an

increased risk of supply disruptions or shortages during the transition of sourcing relationships as we continue to implement

our best cost country sourcing strategy. To the extent we are unable to recoup related cost increases through pricing actions,

our profits will decrease. In addition, even if we are able to increase prices, there may be a time lag between our cost

increases and price adjustments, which may cause volatility in our earnings and cash flows. To the extent such inflation

continues, increases, or both, it may reduce our margins and have a material adverse effect on our financial performance.

It is not possible to guarantee that we will be able to maintain arrangements with suppliers that assure access to these

raw materials and components at reasonable prices in the future. Further, trade restrictions and tariffs may be imposed,

leading to increases in the cost of raw materials, parts, components and systems and delayed or limited access to purchases of

raw materials and components, each of which could have a material adverse effect on our business, financial condition and

results of operations.

Any interruption in the supply or any increase in the cost of raw materials, parts, components and systems could

negatively impact our ability to achieve our vehicle shipment objectives and profitability and delay commercial launches. The

potential impact of an interruption is particularly high in instances where a part or component is sourced exclusively from a

single supplier. Long-term interruptions in the supply of raw materials, parts, components and systems may result in a

material impact on vehicle production, vehicle shipment objectives, and profitability. Cost increases which cannot be

recouped through increases in vehicle prices, or countered by productivity gains, could have a material adverse effect on our

business, financial condition and results of operations. This risk can increase during periods of economic uncertainty such as

the crisis that resulted from the outbreak of COVID-19, as a result of regional economic disruptions such as that experienced

in South America due to the deterioration in Argentina’s economic condition in recent years or, beginning in early 2022, the

Russia-Ukraine conflict.

The automotive industry is highly competitive and cyclical, and we may suffer from those factors more than some of our

competitors.

Substantially all of our revenues are generated in the automotive industry, which is highly competitive and cyclical,

encompassing the production and distribution of passenger cars, light commercial vehicles and components and systems. We

face competition from other international passenger car and light commercial vehicle manufacturers and distributors and

components suppliers in Europe, North America, Latin America, the Middle East, Africa and the Asia Pacific region. These

markets are all highly competitive in terms of product quality, innovation, the introduction of new technologies, response to

new regulatory requirements, pricing, fuel economy, reliability, safety, consumer service and financial or software services

offered. Some of our competitors are also better capitalized than we are and command larger market shares, which may

enable them to compete more effectively in these markets. In addition, we are exposed to the risk of new entrants in the

automotive market, which may have technological, marketing and other capabilities, or financial resources, that are superior

to ours and of other traditional automobile manufacturers and may disrupt the industry in a way that is detrimental to us. In

particular, we are exposed to risks from non-OEM startup technology companies that may enter into alliances with our

competitors and enable them to introduce disruptive solutions, as well as risks from startup OEMs that have emerged in

recent years as a result of the increased flow of capital toward potentially disruptive OEMs. Increased competition in our key

U.S. pickup truck market may be particularly harmful to us.

If our competitors are able to successfully integrate with one another or enter into significant partnerships with non-

OEM technology companies, or if new competitors emerge as a result of the increased flow of capital toward potentially

disruptive OEMs, and we are not able to adapt effectively to increased competition, our competitors’ integration or the

emergence of new significant competitors could have a material adverse effect on our business, financial condition and

results of operations.

Our business, financial condition and results of operations may also experience a material adverse impact from the

further expansion of the Chinese automotive industry into non-Chinese markets and the increased competition derived from

this expansion, given the lower costs of production for Chinese vehicle manufacturers. Our business, financial condition and

results of operations could experience a material adverse impact from the continued import of lower-cost EVs from China

and we may be unable to effectively compete on price with such vehicles.

In the automotive business, sales to consumers and fleet customers are cyclical and subject to changes in the general

condition of the economy, the readiness of consumers and fleet customers to buy and their ability to obtain financing, as well

as the possible introduction of measures by governments to stimulate demand, particularly related to new technologies (for

example, technologies related to compliance with evolving emissions regulations). Refer to the section “— Our business may

be adversely affected by global financial markets, general economic conditions, enforcement of government incentive

programs, and geopolitical volatility as well as other macro developments over which we have little or no control” for

additional information.

The automotive industry is characterized by the constant renewal of product offerings through frequent launches of

new models and the incorporation of new technologies in those models. As a result, a failure to consistently develop and

incorporate new technological features or software functionality in our vehicles could have a material adverse effect on our

business, financial condition and results of operations.

Intense competition, excess global manufacturing capacity and the proliferation of new products being introduced in

key segments is expected to continue to put downward pressure on inflation-adjusted vehicle prices and contribute to a

challenging pricing environment in the automotive industry for the foreseeable future. In the event that industry shipments

decrease and overcapacity intensifies, our competitors may attempt to make their vehicles more attractive or less expensive to

consumers by adding vehicle enhancements, providing subsidized financing or leasing programs, or by reducing vehicle

prices whether directly or by offering option package discounts, price rebates or other sales incentives in certain markets.

Manufacturers in countries that have lower production costs may also choose to export lower-cost automobiles to more

established markets. In addition, our profitability depends in part on our ability to adjust pricing to reflect increasing

technological costs (refer to the section “—Our future performance depends on our ability to offer innovative, attractive and

fuel efficient products” for additional information). An increase in any of these risks could have a material adverse effect on

our business, financial condition and results of operations.

Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and a

substantial increase in interest rates could adversely affect our business.

In response to the global inflationary surge that began in the first half of 2022, central banks in several markets

aggressively increased interest rates, which have been reflected in interest rates across credit markets, including consumer

credit. While central bank rates began to decrease in 2024, interest rates have remained high and future trends in the cost of

consumer credit remain unclear. More expensive vehicle financing may make our vehicles less affordable to retail consumers

or steer consumers to less expensive vehicles that would be less profitable for us, adversely affecting our financial condition

and results of operations. Additionally, if consumer interest rates continue to increase substantially or if financial service

providers tighten lending standards or restrict their lending to certain classes of credit, consumers may not desire or be able to

obtain financing to purchase or lease our vehicles. Although inflation may be abating and certain central banks appear to have

adopted a softer monetary stance, elevated consumer credit rates may remain in place in the medium-term. As a result, if

consumer interest rates remain or increase further, or lending standards tighten, we may experience a material adverse effect

on our business, financial condition and results of operations.

We are subject to risks related to natural and industrial disasters, terrorist attacks, pandemics and climatic or other

catastrophic events.

Our production facilities and storage facilities for finished vehicles, as well as the production and storage facilities of

our key suppliers, are subject to risks related to natural disasters, climatic events, which have become increasingly severe and

frequent due to climate change, and environmental disasters and other events beyond our control, such as power loss and

uncertainties arising out of armed conflicts or terrorist attacks. We are also subject to risks related to the impact of pandemics,

such as government-imposed quarantines, travel restrictions, “stay-at-home” orders and similar mandates for many

individuals to substantially restrict daily activities and for businesses to curtail or cease normal operations. Any catastrophic

loss, significant damage or significant government restriction applicable to any of our facilities would likely disrupt our

operations, delay production, and adversely affect our product development schedules, shipments and revenue.

In the last decade, seismic events affecting industrialized countries have demonstrated the risk of potential property

damage and business interruption that we are exposed to as a result of our global manufacturing footprint. We are also

exposed to industrial flood risk, with a number of our production sites identified by our industrial flood risk assessment as

potentially exposed to flood risk. Conversely, our production may be negatively impacted by a lack of water supply in water-

stressed areas. The occurrence of a major incident at a single manufacturing site could compromise the production and sale of

several hundred thousand vehicles. In addition, any such catastrophic loss or significant damage could result in significant

expense to repair or replace the facility and could significantly curtail our research and development efforts in the affected

area, which could have a material adverse consequence on our business, financial condition and results of operations. Our key

suppliers are similarly exposed to a potential catastrophic loss or significant damage to their facilities, and any such loss or

significant damage to a key supplier’s manufacturing facilities could disrupt our operations, delay production, and adversely

affect our product development schedules, shipments and revenue.

Measures taken to protect against climate change, and limit the impact of catastrophic climate events, such as

implementing an energy management plan, which sets out steps to reuse lost heat from industrial processes, making plants

more compact and reducing logistics-related CO2 emissions, as well as using renewable energy, may also lead to increased

capital expenditures.

The extent to which any future pandemic may impact our results is inherently uncertain and unpredictable, but will

be significantly influenced by the scale, duration, severity and geographic reach of the pandemic, the length and severity of

any restrictions on business and individuals, the impact of any related temporary or permanent behavioral change, including

with respect to remote work, and the impact of any governmental actions taken to mitigate the pandemic’s impact.

We are subject to risks associated with exchange rate fluctuations, interest rate changes and credit risk.

We operate in numerous markets worldwide and are exposed to risks stemming from fluctuations in currency and

interest rates. The exposure to currency risk is mainly linked to differences in the geographic distribution of our

manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies different from

those of purchases or production activities.

Additionally, a significant portion of our operating cash flow is generated in U.S. Dollars and, although a portion of

our debt is denominated in U.S. Dollars, the majority of our indebtedness is denominated in Euro.

We use various forms of financing to cover funding requirements for our activities. Moreover, liquidity for industrial

activities is principally invested in variable and fixed rate or short-term financial instruments. Our financial services

businesses normally operate a matching policy to offset the impact of differences in rates of interest on the financed portfolio

and related liabilities. Nevertheless, changes in interest rates can affect our net revenues, finance costs and margins.

In addition, although we manage risks associated with fluctuations in currency and interest rates through financial

hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on our business, financial

condition and results of operations.

Our financial services activities are also subject to the risk of insolvency of dealers and retail consumers and this risk

is expected to increase with the establishment of our U.S. captive financial service company. Despite our efforts to mitigate

such risks through the credit approval policies applied to dealers and retail consumers, we may not be able to successfully

mitigate such risks.

Risks Related to the Legal and Regulatory Environment in which We Operate

Current and more stringent future or incremental laws, regulations and governmental policies, including those regarding

increased fuel efficiency requirements and reduced greenhouse gas and tailpipe emissions, have a significant effect on

how we do business and may result in additional liabilities and negatively affect our operations and results.

As we seek to comply with government regulations, particularly those related to vehicle safety, fuel efficiency, and

greenhouse gas and tailpipe emissions standards, we must devote significant financial and management resources, as well as

vehicle engineering and design attention, to these legal requirements. For example, we have made significant investments,

including through joint ventures, to secure the supply of batteries that are a critical requirement to support our electrification

strategy and fuel efficiency and greenhouse gas compliance plans. In addition, government regulations are not harmonized

across jurisdictions and the regulations and their interpretations may be subject to change on short notice.

Regulatory requirements in relation to greenhouse gas emissions from vehicles, such as by the CARB in the U.S.,

are increasingly stringent. In addition, under a March 2024 agreement with CARB to settle and resolve claims and disputes

regarding CARB’s regulation of automotive greenhouse gas emissions, we agreed to meet certain zero emission vehicle

commitments if CARB cannot implement its ACC II ZEV program due to judicial or federal action, including in the event the

EPA revokes CARB’s ability to enforce ACC II ZEV standards. 

An increasing number of cities globally have also introduced restricted traffic zones, which do not permit entry to

vehicles unless they meet strict emissions standards. As a result, consumer demand may shift towards vehicles that are able to

meet these standards, which in turn could lead to higher research and development costs and production costs for us. A failure

to comply with applicable emissions standards may lead to significant fines, vehicle recalls, the suspension of sales and third-

party claims and may adversely affect our reputation. We are particularly exposed to this risk in markets where regulations on

fuel consumption are very stringent, particularly in Europe. In addition, the harmful effects of atmospheric pollutants and

greenhouse gases, on ecosystems and human health have become an area of major public concern and media attention. As a

result, we may suffer significant adverse reputational consequences, in addition to penalties, in the event of non-compliance

with applicable regulations.

The number and scope of regulatory requirements, along with the costs associated with compliance, are expected to

increase significantly in the future, particularly with respect to vehicle emissions. These costs could be difficult to pass

through to consumers, particularly if consumers are not prepared to pay more for lower-emission vehicles. For a further

discussion of the regulations applicable to us, see the section “STELLANTIS OVERVIEW —Environmental and Other

Regulatory Matters” in this report. For example, EU regulations governing passenger car and LCV fleet average CO2

emissions have recently become significantly more stringent, imposing material penalties if targets are exceeded. The

increased cost of producing lower-emitting vehicles may lead to lower margins and/or lower volumes of vehicles sold. Given

the significant portion of our sales in Europe, our vehicles are particularly exposed to such regulatory changes, as well as

other European regulatory developments (including surcharges), which may have a serious impact on the number of cars we

sell in this region and therefore on our profitability.

Greenhouse gas emissions standards also apply to our production facilities in several jurisdictions in which we

operate, which may require investments to upgrade facilities and increase operating costs. In addition, a failure to decrease

the energy consumption of plants may lead to penalties, each of which may adversely affect our profitability. The European

Union’s Green Deal could also result in changes to laws and regulations, including requiring, or incentivizing, financial

institutions to reduce lending to industries responsible for significant greenhouse gas emissions, which could result in an

increase in the cost of our European financings.

Our production facilities are also subject to a broad range of additional requirements governing environmental,

health and safety matters, including those relating to registration, use, storage and disposal of hazardous materials and

discharges to water and air (including emissions of sulfur oxide, nitrogen oxide, volatile organic compounds and other

pollutants). A failure to comply with such requirements, or additional requirements imposed in the future, may result in

substantial penalties, claims and liabilities which could have a material adverse effect on our business, financial condition and

results of operations. We may also incur substantial cleanup costs and third-party claims as a result of environmental impacts

that may be associated with our current or former properties or operations.

Furthermore, some of our competitors may be capable of responding more swiftly to increased regulatory

requirements, or may bear lower compliance costs, thereby strengthening their competitive position compared to ours. Refer

to the section “The automotive industry is highly competitive and cyclical, and we may suffer from those factors more than

some of our competitors” for additional information.

Most of our suppliers face similar environmental requirements and constraints. A failure by our suppliers to meet

applicable environmental laws or regulations may lead to a disruption of our supply chain or an increase in the cost of raw

materials, parts, components and systems used in production and could have a material adverse effect on our business,

financial condition and results of operations.

We remain subject to ongoing diesel emissions investigations by several governmental agencies and to a number of related

private lawsuits, which may lead to further claims, lawsuits and enforcement actions, and result in additional penalties,

settlements or damage awards and may also adversely affect our reputation with consumers.

We are subject to a number of European governmental inquiries relating to diesel emissions, as well as related

private lawsuits in the U.S. and, with increasing frequency, in Europe. For more information regarding these governmental

inquiries and private lawsuits, refer to “Legal Proceedings.” The results of these unresolved governmental inquiries and

private lawsuits cannot be predicted at this time and these inquiries and litigation may lead to further enforcement actions,

penalties or damage awards, any of which may have a material adverse effect on our business, financial condition and results

of operations. It is also possible that these matters and their ultimate resolution may adversely affect our reputation with

consumers, which may negatively impact demand for our vehicles and consequently could have a material adverse effect on

our business, financial condition and results of operations.

Our business operations and reputation may be impacted by various types of claims, lawsuits, and other contingencies.

We are involved in various disputes, claims, lawsuits, investigations and other legal proceedings relating to several

matters, including product liability, warranty, vehicle safety, emissions and fuel economy, product performance, asbestos,

personal injury, dealers, suppliers and other contractual relationships, alleged violations of law, environment, securities,

labor, antitrust, intellectual property, tax and other matters. We estimate such potential claims and contingent liabilities and,

where appropriate, record provisions to address these contingent liabilities. The ultimate outcome of the legal proceedings

pending against us is uncertain, and such proceedings could have a material adverse effect on our financial condition or

results of operations. Furthermore, additional facts may come to light or we could, in the future, be subject to judgments or

enter into settlements of lawsuits and claims that could have a material adverse effect on our business, financial condition and

results of operations. While we maintain insurance coverage with respect to certain claims, not all claims or potential losses

can be covered by insurance, and even if claims could be covered by insurance, we 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 any such

claims. Further, publicity regarding such investigations and lawsuits, whether or not they have merit, may adversely affect

our reputation and the perception of our vehicles with retail customers, which may adversely affect demand for our vehicles,

and have a material adverse effect on our business, financial condition and results of operations.

For example, in November 2019, GM filed a lawsuit against FCA US, FCA N.V., now Stellantis N.V., and certain

individuals, claiming violations of the RICO Act, unfair competition and civil conspiracy in connection with allegations that

FCA US made payments to UAW officials that corrupted the bargaining process with the UAW and as a result FCA US

enjoyed unfair labor costs and operational advantages that caused harm to GM. GM also claimed that FCA US had made

concessions to the UAW in collective bargaining that the UAW was then able to extract from GM through pattern bargaining

which increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and FCA N.V.

For more information regarding the GM litigation, please refer to “Legal Proceedings” elsewhere in this report for additional

information.

In addition, we and other Brazilian taxpayers have significant disputes with the Brazilian tax authorities including

recent disputes challenging the methodology utilized to calculate domestic tax incentives and the ability to optimize the

realization of accumulated tax credits. We believe that it is more likely than not that there will be no significant impact from

these disputes. However, given the current economic conditions and uncertainty in Brazil, new tax laws or more significant

changes such as tax reform may be introduced and enacted. Changes to the application of existing tax laws may also occur or

the realization of accumulated tax benefits may be limited, delayed or denied. Any of these events could have a material

adverse effect on our business, financial condition and results of operations.

For additional risks regarding certain proceedings, refer to the section “We remain subject to ongoing diesel

emissions investigations by several governmental agencies and to a number of related private lawsuits, which may lead to

further claims, lawsuits and enforcement actions, and result in additional penalties, settlements or damage awards and may

also adversely affect our reputation with consumers” for additional information.

We face risks related to quality and vehicle safety issues, which could lead to product recalls and warranty obligations that

may result in direct costs, and any resulting loss of vehicle sales could have material adverse effects on our business.

Our performance is, in part, dependent on complying with quality and safety standards, meeting customer

expectations and maintaining our reputation for designing, building and selling safe, high-quality vehicles. Given the global

nature of our business, these standards and expectations may vary according to the markets in which we operate. For

example, vehicle safety standards imposed by regulations are increasingly stringent. In addition, consumers’ focus on vehicle

safety may increase further with the advent of autonomous and connected cars. If we fail to meet or adhere to required

vehicle safety standards, we may face penalties, become subject to other claims or liabilities or be required to recall vehicles.

In 2024, we decided to recall approximately 7.3 million vehicles. Recall costs substantially depend on the nature of

the remedy and the number of vehicles affected and may arise many years after a vehicle’s sale. Product recalls may also

harm our reputation, force us to halt the sale of certain vehicles and cause consumers to question the safety or reliability of

our products. Given the intense regulatory activity across the automotive industry, ongoing compliance costs are expected to

remain high. Any costs incurred, or lost vehicle sales, resulting from product recalls could materially adversely affect our

financial condition and results of operations. Moreover, if we face consumer complaints, or receive information from vehicle

rating services that calls into question the safety or reliability of one of our vehicles and we do not issue a recall, or if we do

not do so on a timely basis, our reputation may also be harmed and we may lose future vehicle sales. We are also obligated

under the terms of our warranty agreements to make repairs or replace parts in our vehicles at our expense for a specified

period of time. These factors, including any failure rate that exceeds our assumptions, could have a material adverse effect on

our business, financial condition and results of operations.

We are subject to laws and regulations relating to corruption and bribery, as well as stakeholder expectations relating to

human rights in the supply chain and a failure to meet these legislative and stakeholder standards could lead to

enforcement actions, penalties or damage awards and may also adversely affect our reputation with consumers.

We are subject to laws and regulations relating to corruption and bribery, including those of the U.S., the United

Kingdom and France, which have an international reach and which cover the entirety of our value chain in all countries in

which we operate. We also have significant interactions with governments and governmental agencies in the areas of sales,

licensing, permits, regulatory, compliance, environmental matters and fleet sales among others. A failure to comply with laws

and regulations relating to corruption and bribery may lead to significant penalties and enforcement actions, adversely affect

our reputation and relationships with governments and financial counterparties, and could also have a long-term impact on

our presence in one, or more, of the markets in which such compliance failures have occurred.

In addition, our customers may have expectations relating to the production conditions and origin of the products

they purchase. Therefore, it is important for us to seek to demonstrate transparency across the entire supply chain, which may

result in additional costs being incurred. A failure by us, or any of our suppliers or subcontractors, to comply with

employment or other production standards and expectations may result in adverse consequences to our reputation, disruptions

to our supply chain and increased costs as a result of remedial measures needing to be undertaken to meet stakeholder

expectations, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to adequately protect our intellectual property rights, which may harm our business.

Our success depends, in part, on our ability to protect our intellectual property rights. If we fail to protect our

intellectual property rights, others may be able to compete against us using intellectual property that is the same as or similar

to our own. In addition, there can be no guarantee that our intellectual property rights will be sufficient to provide us with a

competitive advantage against others who offer products similar to our products. Despite our efforts, we may be unable to

prevent third parties from infringing our intellectual property and using our technology for their competitive advantage. Any

such infringement could have a material adverse effect on our business, financial condition and results of operations.

The laws of some countries in which we operate do not offer the same protection of intellectual property rights as do

the laws of the U.S. or Europe. In addition, effective intellectual property enforcement may be unavailable or limited in

certain countries, making it difficult to protect our intellectual property from misuse or infringement there. Our inability to

protect our intellectual property rights in some countries could have a material adverse effect on our business, financial

condition and results of operations.

It may be difficult to enforce U.S. judgments against our Directors, Senior Management and independent auditors.

Most of our Directors, Senior Management and our independent auditors are resident outside the U.S., and all or a

substantial portion of their respective assets may be located outside the U.S. As a result, it may be difficult for U.S. investors

to establish jurisdiction over these persons. It may also be difficult for U.S. investors to enforce within the U.S. judgments

predicated upon the civil liability provisions of the securities laws of the U.S. or any state thereof. In addition, there is

uncertainty as to whether the courts outside the U.S. would recognize or enforce judgments of U.S. courts obtained against

our Directors and officers predicated upon the civil liability provisions of the securities laws of the U.S. or any state thereof.

Therefore, it may be difficult to enforce U.S. judgments against our Directors and officers and our independent auditors.

As an employer with a large workforce, we face risks related to the health and safety of our employees, as well as

reputational risk related to diversity, inclusion and equal opportunity.

We employ a significant number of people who are exposed to health and safety risks as a result of their

employment. Working conditions can cause stress or discomfort that can impact employees’ health and may result in adverse

consequences for our productivity. In addition, as an automotive manufacturer, a significant number of our employees are

shift workers in production facilities, involving physical demands which may lead to occupational injury or illness. The use

or presence of certain chemicals in production processes may adversely affect the health of our employees or create a safety

risk. As a result, we could be exposed to liability from claims brought by current or former employees and our reputation,

productivity, business, financial condition and results of operations may be affected.

In addition, our policies relating to diversity, inclusion and equal opportunity in the workplace, while compliant with

applicable law, may lead to heightened scrutiny from stakeholders who support or oppose these policies, which could impact

our reputation and result in an adverse effect on our business, financial condition and results of operations.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could

have an adverse effect on our business and the value of our common shares.

Effective internal controls, enable us to provide reliable and accurate financial statements and to effectively prevent

fraud. While we have devoted, and will need to continue to devote, significant management attention and resources to

complying with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002, as amended,

there is no assurance that material weaknesses or significant deficiencies will not occur or that we will be successful in

adequately remediating any such material weaknesses and significant deficiencies. Furthermore, as we transform our

business, our internal controls may become more complex, and we may require significantly more resources to ensure

internal controls remain effective.

Risks Related to Our Liquidity and Existing Indebtedness

Limitations on our liquidity and access to funding, as well as our significant outstanding indebtedness, may restrict our

financial and operating flexibility and our ability to execute our business strategies, obtain additional funding on

competitive terms and improve our financial condition and results of operations.

Our performance depends on, among other things, our 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 possible access to capital markets or other sources of financing. Our indebtedness may have important consequences on

our operations and financial results, including:

•we may not be able to secure additional funds for working capital, capital expenditures, debt service

requirements or general corporate purposes;

•we may need to use a portion of our projected future cash flow from operations to pay principal and interest on

our indebtedness, which may reduce the amount of funds available to us for other purposes, including product

development; and

•we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a

downturn in general economic conditions or our business.

In addition, while our credit ratings are investment grade, any deterioration of our credit ratings may significantly

affect our funding and prospects. We could, therefore, find ourselves in the position of having to seek additional financing or

having to refinance existing debt, including in unfavorable market conditions, with limited availability of funding and a

general increase in funding costs. In addition, the recent increase in credit market rates which has followed the central banks’

actions against inflation may result in higher cost of funding when we refinance our current debt or incur additional debt.

Any limitations on our liquidity, due to a decrease in vehicle shipments, the amount of, or restrictions in, our

existing indebtedness, conditions in the credit markets, our perceived creditworthiness, general economic conditions or

otherwise, may adversely impact our ability to execute our business strategies and impair our financial condition and results

of operations. In addition, any actual or perceived limitations of our liquidity may limit the ability or willingness of

counterparties, including dealers, consumers, suppliers, lenders and financial service providers, to do business with us, which

could have a material adverse effect on our business, financial condition and results of operations.

We may be exposed to shortfalls in our pension plans which may increase our pension expenses and required

contributions and, as a result, could constrain liquidity and materially adversely affect our financial condition and results

of operations.

Some of our defined benefit pension plans are currently underfunded. For example, as of December 31, 2024, our

defined benefit pension plans were underfunded by approximately €2.4 billion and may be subject to significant minimum

contributions in future years. Our pension funding obligations may increase significantly if the investment performance of

plan assets does not keep pace with benefit payment obligations. Mandatory funding obligations may increase because of

lower than anticipated returns on plan assets, whether as a result of overall weak market performance or particular investment

decisions, changes in the level of interest rates used to determine required funding levels, changes in the level of benefits

provided for by the plans, or any changes in applicable law related to funding requirements. Our defined benefit plans

currently hold significant investments in equity and fixed income securities, as well as investments in less liquid instruments

such as private equity, real estate and certain hedge funds. Due to the complexity and magnitude of certain investments,

additional risks may exist, including the effects of significant changes in investment policy, insufficient market capacity to

complete a particular investment strategy and an inherent divergence in objectives between the ability to manage risk in the

short term and the ability to quickly re-balance illiquid and long-term investments.

To determine the appropriate level of funding and contributions to our defined benefit plans, as well as the

investment strategy for the plans, we are required to make various assumptions, including an expected rate of return on plan

assets and a discount rate used to measure the obligations under defined benefit pension plans. Interest rate increases

generally will result in a decline in the value of investments in fixed income securities and the present value of the

obligations. Conversely, interest rate decreases will generally increase the value of investments in fixed income securities and

the present value of the obligations. Refer to Note 2, Basis of preparation-Significant accounting policies—Employee benefits

within the Consolidated Financial Statements included elsewhere in this report.

Any reduction in the discount rate or the value of plan assets, or any increase in the present value of obligations,

may increase our pension expenses and required contributions and, as a result, could constrain liquidity and materially

adversely affect our financial condition and results of operations. If we fail to make required minimum funding contributions

to our U.S. pension plans, it could be subject to reportable event disclosure to the U.S. Pension Benefit Guaranty Corporation,

as well as interest and excise taxes calculated based upon the amount of any funding deficiency.

Risks Related to the Ownership of Our Shares

Our loyalty voting structure may concentrate voting power in a small number of our shareholders and such concentration

may increase over time.

Shareholders who hold our common shares for an uninterrupted period of at least three years may elect to receive

one special voting share in addition to each common share held, provided that such shares have been registered in the Loyalty

Register upon application by the relevant holder. If our shareholders holding a significant number of common shares for an

uninterrupted period of at least three years elect to receive special voting shares, a relatively large proportion of voting power

could be concentrated in a relatively small number of shareholders who would have significant influence over Stellantis. As a

result, the ability of other shareholders to influence decisions would be reduced.

The loyalty voting structure may affect the liquidity of our common shares and reduce our share price.

Our loyalty voting structure could reduce the liquidity of our common shares and adversely affect the trading prices

of our common shares. The loyalty voting structure is intended to reward our shareholders for maintaining long-term share

ownership by granting persons holding shares continuously for at least three years the option to elect to receive special voting

shares. Special voting shares cannot be traded and, immediately prior to the transfer of our common shares from the Loyalty

Register, any corresponding special voting shares will be transferred to us for no consideration (om niet). This loyalty voting

structure 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 in our

common shares and adversely affect their trading price.

The loyalty voting structure may prevent or frustrate attempts by our shareholders to change our management and hinder

efforts to acquire a controlling interest in us, and the market price of our common shares may be lower as a result.

Our loyalty voting structure may make it more difficult for a third party to acquire, or attempt to acquire, control of

us, even if a change of control were considered favorably by shareholders holding a majority of our common shares. As a

result of the loyalty voting structure, a relatively large proportion of voting power could be concentrated in a relatively small

number of shareholders, which may make it more difficult for third parties to seek to acquire control of us by purchasing

shares that do not benefit from the additional voting power of the special voting shares. The possibility or expectation of a

change of control transaction typically leads to higher trading prices and conversely, if that possibility is low, trading prices

may be lower. The loyalty voting structure may also prevent or discourage shareholders’ initiatives aimed at changing our

management.

Resales of Stellantis common shares by certain reference shareholders may cause the market value of Stellantis common

shares to decline.

Several reference shareholders of Stellantis were subject to restrictions on share sales for a three-year period

following the merger. These restrictions expired in early January 2024 and are no longer applicable. The resale of such shares

in the public market from time to time, or the perception that such resales may occur could have the effect of depressing the

market value for Stellantis common shares.

Risks Related to Taxation

The French tax authorities may revoke or disregard in whole or in part the rulings confirming the neutral tax treatment

of the merger for former PSA and the transfer of tax losses carried forward by the legacy PSA French tax consolidated

group.

The French tax authorities have confirmed that the merger will fulfill the conditions to benefit from the favorable

corporate income tax regime set forth in Article 210 A of the French Tax Code (which mainly provides for a deferral of

taxation of the capital gains realized by PSA as a result of the transfer of all its assets and liabilities pursuant to the merger).

In addition, as required by law, a tax ruling was issued on February 18, 2022 by the French tax authorities

confirming the transfer of the French tax losses carried forward of the former PSA French tax consolidated group to our

French permanent establishment and the carry-forward of such French tax losses transferred to our French permanent

establishment against future profits of our French permanent establishment and certain companies of the former PSA French

tax consolidated group pursuant to Articles 223 I-6 and 1649 nonies of the French Tax Code.

Such tax regimes and tax rulings are subject to certain conditions being met and are based on certain declarations,

representations and undertakings given by us to the French tax authorities. If the French tax authorities consider that the

relevant declarations, representations, conditions or undertakings were not correct or are not complied with, they could

revoke or disregard the rulings that have been granted in respect of the merger.

A decision by the French tax authorities to revoke or disregard the tax rulings in the future would likely result in

significant adverse tax consequences to us that could have a significant effect on our results of operations or financial

position. If the requested tax rulings are revoked or disregarded, the main adverse tax consequences for us would be that (i)

all unrealized capital gains at the level of former PSA at the time of the merger would be taxed; and (ii) the tax losses carried

forward at the level of former PSA would not have been validly transferred to our French permanent establishment or would

be forfeited.

We operate so as to be treated exclusively as a resident of the Netherlands for tax purposes after the transfer of our tax

residency to the Netherlands, but the tax authorities of other jurisdictions may treat us as also being a resident of another

jurisdiction for tax purposes.

Since we are incorporated under Dutch law, we are considered to be resident in the Netherlands for Dutch corporate

income tax and Dutch dividend withholding tax purposes. In addition, with effect from January 17, 2021 and taking into

account the sanitary restrictions and limitations that applied under the COVID-19 crisis, we have operated so as to maintain

our management and organizational structure in such a manner that we (i) should be regarded to have our residence for tax

purposes (including, for the avoidance of doubt, withholding tax and tax treaty eligibility purposes) exclusively in the

Netherlands, (ii) should not be regarded as a tax resident of any other jurisdiction (and in particular of France or Italy) either

for domestic law purposes or for the purposes of any applicable tax treaty (notably any applicable tax treaty with the

Netherlands) and (iii) should be deemed resident only in the Netherlands, including for the purposes of the France-

Netherlands and Italy-Netherlands tax treaties. We also hold permanent establishments in France and Italy.

However, the determination of our tax residency primarily depends upon our place of effective management, which

is a question of fact based on all circumstances. Because the determination of our residency is highly fact sensitive, no

assurance can be given regarding the final determination of our tax residency.

If we were concurrently resident in the Netherlands and in another jurisdiction (applying the tax residency rules of

that jurisdiction), we may be treated as being tax resident in both jurisdictions, unless such other jurisdiction has a double tax

treaty with the Netherlands that includes either (i) a tie-breaker provision which allocates exclusive residence to one

jurisdiction only or (ii) a rule providing that the residency needs to be determined based on a mutual agreement procedure and

the jurisdictions involved agree (or, as the case may be, are compelled to agree through arbitration) that we are resident in one

jurisdiction exclusively for treaty purposes. In the latter case, if no agreement is reached in respect of the determination of the

residency, the treaty may not apply and we could be treated as being tax resident in both jurisdictions.

A failure to achieve or maintain exclusive tax residency in the Netherlands could result in significant adverse tax

consequences to us, our subsidiaries and our shareholders and could result in tax consequences for our shareholders that

differ from those described in the section entitled “Taxation”. The impact of this risk would differ based on the views taken

by each relevant tax authority and, in respect of the taxation of shareholders and holders of special voting shares, on the

specific situation of each shareholder or each holder of special voting shares.

We may not qualify for benefits under the tax treaties entered into between the Netherlands and other countries.

With effect from January 17, 2021, and taking into account the sanitary restrictions and limitations that applied

under the COVID-19 crisis, we operate in a manner such that we should be eligible for benefits under the tax treaties entered

into between the Netherlands and other countries, notably France, Italy and the U.S. However, our ability to qualify for such

benefits depends upon (i) being treated as a Dutch tax resident for purposes of the relevant tax treaty, (ii) the fulfillment of

the requirements contained in each applicable treaty as modified by the Multilateral Convention to Implement Tax Treaty

Related Measures to Prevent Base Erosion and Profit Shifting (including, but not limited to, any principal purpose test clause)

and applicable domestic laws, (iii) the facts and circumstances surrounding our operations and management and (iv) the

interpretation of the relevant tax authorities and courts.

Our failure to qualify for benefits under the tax treaties entered into between the Netherlands and other countries

could result in significant adverse tax consequences to us, our subsidiaries and our shareholders and could result in tax

consequences for our shareholders that differ from those described in the section entitled “Taxation”.

The tax consequences of the loyalty voting structure are uncertain.

No statutory, judicial or administrative authority directly discusses how the receipt, ownership, or disposition of

special voting shares should be treated for French, Italian, UK, or U.S. tax purposes, and as a result, the tax consequences in

those jurisdictions are uncertain.

In addition, the fair market value of the special voting shares, which may be relevant to the tax consequences, is a

factual determination and is not governed by any guidance that directly addresses such a situation. Because, among other

things, the special voting shares are not transferable and a shareholder will receive amounts in respect of the special voting

shares only if we are liquidated, we believe and intend to take the position that the value of each special voting share is

minimal. However, the relevant tax authorities could assert that the value of the special voting shares as determined by us is

incorrect, which could result in significant adverse tax consequences to shareholders holding special voting shares.

The tax treatment of the loyalty voting structure is unclear and shareholders are urged to consult their tax advisors in

respect of the consequences of acquiring, owning and disposing of special voting shares. See “Taxation” for further

discussion.

There may be potential Passive Foreign Investment Company tax considerations for U.S. Shareholders.

We would be a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes with respect

to a U.S. shareholder (as defined in “Taxation—Material U.S. Federal Income Tax Consequences”) if for any taxable year in

which such U.S. shareholder held our common shares, after the application of applicable “look-through rules” (i) 75 percent

or more of our gross income for the taxable year consists of “passive income” (including dividends, interest, gains from the

sale or exchange of investment property and rents and royalties other than rents and royalties which are received from

unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations),

or (ii) at least 50 percent of our assets for the taxable year (averaged over the year and determined based upon value) produce

or are held for the production of “passive income”.

U.S. persons who own shares of a PFIC are subject to a disadvantageous U.S. federal income tax regime with

respect to the income derived by the PFIC, the dividends they receive from the PFIC, and the gain, if any, they derive from

the sale or other disposition of their shares in the PFIC.

In particular, if we were treated as a PFIC for U.S. federal income tax purposes for any taxable year during which a

U.S. shareholder owned our common shares, then any gain realized by the U.S. shareholder on the sale or other disposition of

our common shares would in general not be treated as capital gain. Instead, a U.S. shareholder would be treated as if it had

realized such gain ratably over its holding period for our common shares. Amounts allocated to the year of disposition and to

years before we became a PFIC would be taxed as ordinary income and amounts allocated to each other taxable year would

be taxed at the highest tax rate applicable to individuals or corporations, as appropriate, in effect for each such year to which

the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. Similar treatment

may apply to certain “excess distributions” as defined in the Code.

While we believe our common shares are not stock of a PFIC for U.S. federal income tax purposes, this conclusion

is a factual determination made annually and thus may be subject to change. Moreover, we may become a PFIC in future

taxable years if there were to be changes in our assets, income or operations. In addition, because the determination of

whether a foreign corporation is a PFIC is primarily factual and because there is little administrative or judicial authority on

which to rely to make a determination, the IRS may take the position that we are a PFIC. See “Taxation” for a further

discussion.

The IRS may not agree with the determination that we should not be treated as a domestic corporation for U.S. federal

income tax purposes, and adverse tax consequences could result to us and our shareholders if the IRS were to successfully

challenge such determination.

Section 7874 of the Code provides that, under certain circumstances, a non-U.S. corporation will be treated as a U.S.

“domestic” corporation for U.S. federal income tax purposes. In particular, certain mergers of foreign corporations with U.S.

subsidiaries can, in certain circumstances, implicate these rules. We do not believe we should be treated as a U.S. “domestic”

corporation for U.S. federal income tax purposes. However, the relevant law is not entirely clear, is subject to detailed but

relatively new regulations (the application of which is uncertain in various respects, and whose interaction with general

principles of U.S. tax law remains untested) and is subject to various other uncertainties. Therefore, the IRS could assert that

we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant

to Code Section 7874. In addition, changes to Section 7874 of the Code or the U.S. Treasury Regulations promulgated

thereunder, or interpretations thereof, could affect our status as a foreign corporation. Such changes could potentially have

retroactive effect.

If the IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences would

result for us and for certain of our shareholders. For example, if we were treated as a domestic corporation in the U.S., we

would be subject to U.S. federal income tax on our worldwide income as if we were a U.S. domestic corporation, and

dividends we pay to non-U.S. shareholders would generally be subject to U.S. federal withholding tax, among other adverse

tax consequences. If we were treated as a U.S. domestic corporation, such treatment could materially increase our U.S.

federal income tax liability.

The closing of the merger was not conditioned on our not being treated as a domestic corporation for U.S. federal

income tax purposes or upon a receipt of an opinion of counsel to that effect. In addition, neither former FCA nor former PSA

requested a ruling from the IRS regarding the U.S. federal income tax consequences of the merger. Accordingly, while we do

not believe we will be treated as a domestic corporation, no assurance can be given that the IRS will agree, or that if it

challenges such treatment, it will not succeed.

If we fail to maintain a permanent establishment in France, we could experience adverse tax consequences.

We maintain a permanent establishment in France to which the assets and liabilities of former PSA were allocated

upon the merger for French tax purposes. However, no assurance can be given regarding the existence of a permanent

establishment in France and the allocation of each asset and liability to such permanent establishment because such

determination is highly fact sensitive and may vary in case of future changes in our management and organizational structure.

If we were to fail to maintain a permanent establishment in France, the available French tax losses carried forward,

which may be utilized to offset against 50 percent of French taxable income each year, would be forfeited. This risk will

decline as available tax losses are utilized and will extinguish once all French tax losses have been used.

We and our subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such laws or

treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting shares. In

addition, the interpretation of these laws and treaties is subject to challenge by the relevant governmental authorities.

We and our subsidiaries are subject to tax laws, regulations and treaties in the Netherlands, France, Italy, the U.S.

and the numerous other jurisdictions in which we and our affiliates operate. These laws, regulations and treaties could change

on a prospective or retroactive basis, and any such change could adversely affect us and our subsidiaries and our shareholders

and holders of special voting shares.

Furthermore, these laws, regulations and treaties are inherently complex and we and our subsidiaries will be

obligated to make judgments and interpretations about the application of these laws, regulations and treaties to us and our

subsidiaries and our operations and businesses. The interpretation and application of these laws, regulations and treaties could

differ from that of the relevant governmental authority, which could result in administrative or judicial procedures, actions or

sanctions, which could be material.

Corporate Governance

Introduction

Stellantis N.V. is a public company with limited liability, incorporated and organized under the laws of the

Netherlands. The Company qualifies as a foreign private issuer under the NYSE listing standards and its common shares are

listed on the NYSE and on the regulated markets of Euronext Paris and Euronext Milan.

In accordance with the NYSE listing rules, the Company is permitted to follow home country practice with regard to

certain corporate governance standards. The Company has adopted, except as discussed below, the best practice provisions of

the updated Dutch corporate governance code of the Dutch Corporate Governance Code Monitoring Committee, which

entered into force on January 1, 2023 (the “Dutch Corporate Governance Code”). The Dutch Corporate Governance Code

contains principles and best practice provisions that regulate relations inter alia between the board of directors of a company

and its committees and its relationship with the annual general meeting (“AGM”)

In this report, the Company addresses its overall corporate governance structure. The Company discloses, and

intends to disclose, any material departure from the best practice provisions of the Dutch Corporate Governance Code in its

current and future annual reports.

Corporate Offices and Home Member State

The Company is incorporated under the laws of the Netherlands. It has its corporate seat (statutaire zetel) in

Amsterdam, the Netherlands, and the place of effective management of the Company is in the Netherlands.

The business address of the Company’s corporate seat is Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.

The Company is registered at the Dutch trade register under number 60372958.

The Netherlands is Stellantis’ home member state for the purposes of the EU Transparency Directive (Directive

2004/109/EC, as amended).

Pursuant to Article 3 of the Company’s articles of association (the “Articles of Association”), the objects for which

the Company is established are to carry on, either directly or through wholly or partially-owned companies and entities,

activities relating in whole or in any part to passenger and commercial vehicles, transport, mechanical engineering, energy,

engines, capital machinery and equipment and related goods and propulsion, as well as any other manufacturing, commercial,

financial or service activity.

Board of Directors

Stellantis has a single-tier board of directors. Pursuant to the Articles of Association, the Board of Directors consists

of three or more directors (the “Directors”). On January 4, 2021, eleven Directors were elected, including Mr. Carlos Tavares

who resigned from his position of Chief Executive Officer and member of the Board of Directors on December 1, 2024. As

of the date of this report, the Board of Directors is composed of ten Directors who were elected on January 4, 2021, with the

exceptions of Mr. Benoît Ribadeau-Dumas, who was appointed by the 2023 Annual General Meeting held on April 13, 2023

to replace Andrea Agnelli who resigned effective as of the same date and Ms. Claudia Parzani, who was appointed by the

2024 Annual General Meeting held on April 16, 2024 to replace Kevin Scott, who resigned effective as of the same date,

based on the nomination arrangements included in the Articles of Association and the combination agreement.The

appointment of the Directors (with the exceptions of Mr. Ribadeau-Dumas and Ms. Parzani) became effective as of January

17, 2021 (the “Governance Effective Time”), when the Stellantis governance came into force. Following the Governance

Effective Time, the initial term of office of each of the Chairman, Chief Executive Officer, Senior Independent Director and

Vice Chairman is five years and therefore the term of office of the Chairman, Senior Independent Director and Vice

Chairman shall lapse immediately after the close of the first annual general meeting held after five years since the

Governance Effective Time, while the initial term of office for each of the other Directors are four years beginning on the

Governance Effective Time, with the exceptions of Mr. Ribadeau-Dumas, whose term is two years from the 2023 Annual

General Meeting and Ms. Parzani, whose term is one year from the 2024 Annual General Meeting, and their term of office

shall lapse immediately after the close of the first annual general meeting held after four years since the Governance Effective

Time, or, with respect to Mr. Ribadeau-Dumas and Ms. Parzani respectively, two years from the 2023 Annual General

Meeting and one year from the 2024 Annual General Meeting. Under the Articles of Association, after the initial term, the

term of office of Directors is for a period of two years, provided that unless a Director has resigned at an earlier date the term

of office will lapse immediately after the close of the first Stellantis annual general meeting held after two years have lapsed

following the appointment. Each Director may be re-appointed for an unlimited number of terms at any subsequent AGM.

The Board of Directors as a whole is responsible for oversight of the strategy and management of the Company with

particular focus on the development and supervision of the strategy for sustainable long-term value creation. In our Dare

Forward 2030 strategic plan we elaborate on our long-term value creation plans and objectives. According to Dutch Law and

article 20.2 of the Stellantis’ Articles of Association, the chairperson of the Board of Directors shall be independent and have

the title of Senior Independent Director. The Board of Directors is currently composed of one executive Director (the

“Chairman”) and nine non-executive Directors. Pursuant to article 3(b) of the Regulations of the Board of Directors, if the

Chairman is an executive director, he/she will be consulted on important strategic matters affecting the Company: budget/

long-term strategic planning; mergers and acquisition transactions, including significant joint-ventures, investments and

divestments; strategic evolution of the brand portfolio and significant product investment; appointments, succession planning

and compensation for key positions in the Company; institutional relationships, including relationships with key

governmental stakeholders, particularly on matters of strategic significance; significant public relations matters and major

communication events/topics; interaction with principal shareholders and key partners; and providing leadership to the Board

of Directors and, in crisis circumstances, to the executive management on governance matters and ad hoc crisis management,

in each case, without prejudice to the powers of the Board of Directors. On December 1, 2024, the Board of Directors

resolved to appoint Mr. Elkann, the Chairman, pursuant to Article 20.11 of the Company's Articles of Association to

temporarily assist the Board in the management of the Company with full powers and authority for the management of the

day-to-day business of the Company and to represent Stellantis N.V. in all matters with sole power of representation.

Therefore, as of the date of this report, the general authority to represent the Company is vested in the Board of Directors and

Mr. Elkann acting individually.

On December 2, 2024, the Company announced that, while the process to announce the new permanent Chief

Executive Officer was well under way, managed by a Special Committee of the Board, and was expected to be concluded

within the first half of 2025, the IEC was established with immediate effect. The IEC is responsible for the direction and

oversight of the Company. The IEC is chaired by Mr. Elkann and formed by the following executives whose responsibilities

are as follows:

•Mr. Xavier Chéreau (Human Resources, ESG & Heritage);

•Mr. Ned Curic (Product Development & Technology and Free2move);

•Mr. Arnaud Deboeuf (Manufacturing and Supply Chain);

•Mr. Antonio Filosa (North America, South America, Quality, Chrysler, Dodge, Ram, Jeep and the Design North

America organization, including Maserati Design;

•Ms. Béatrice Foucher (Planning);

•Mr. Jean-Philippe Imparato (Enlarged Europe, Pro One, Abarth, Alfa Romeo, Citroën, DS, Fiat, Lancia, Opel,

Peugeot and the Design Europe organization);

•Mr. Doug Ostermann (Finance);

•Mr. Maxime Picat (Purchasing and Supplier Quality and the regions of Middle East & Africa, India & Asia

Pacific, and China together with Leapmotor International); and

•Mr. Philippe de Rovira (Affiliates).

In support of the IEC and reporting directly to the Chairman are the following Executive Vice Presidents: Ms. Clara

Ingen-Housz (Corporate Affairs and Communications), Mr. Olivier Bourges (Customer Experience), Mr. Giorgio Fossati

(General Counsel), Mr. Santo Ficili (Maserati and Alfa Romeo) and Mr. Olivier Francois (Marketing in addition to FIAT,

Abarth). Mr. Richard Palmer was appointed as Special Adviser to the Chairman and designated to attend the meetings of the

IEC to act as a sounding board for the leadership team.

Within this governance structure, the Board of Directors considers subjects that link to the strategic plan. Climate

being a key topic, the Board of Directors ensures that the strategy fits with the Stellantis sustainable long-term vision and

climate resilience objectives, but also that related risks and opportunities stemming from the effects of climate change are

properly identified and managed. The Chairman and the IEC are responsible for defining the overall environmental strategy,

including climate-related policies. The Chairman reports to the Board of Directors. Major strategic projects with significant

impact on the CO2 emissions of the Company or its products are brought to the Board of Directors for review and decisions.

Those projects can be related to vehicle CO2 emissions reduction, as well as product planning or new mobility offers with

CO2 emission reduction targets. Other major projects that can be impacted by the consequences of climate change, such as

location of new sites, are also reviewed by the Board of Directors. The Board of Directors reviews the related financial

implications of strategic projects with significant impact on CO2 emissions, such as the capital expenditures or strategic

transformation needed to implement these projects. The Board of Directors discusses these projects for approval after being

informed about aspects such as CO2 emission consequences and expected changes in the future mobility market. Stellantis’

strategic climate commitments, their implementation and their progress versus targets, are presented to the Board of

Directors, in order to deliver relevant information on the climate-related sustainability issues impacting the organization.

Set forth below are the names, year of birth and position of each of the persons currently serving as directors of

Stellantis as of the date of this report. The business address of each person listed below is c/o Taurusavenue 1, 2132LS

Hoofddorp, the Netherlands. The term of office of the Chairman, Senior Independent Director and Vice Chairman will expire

immediately after the close of the AGM in 2026. The term of office of the other Directors will expire immediately after the

close of the AGM in 2025.

Name

Gender

Year of Birth

Position

Nationality

Term(1)

Independent

John Elkann

1976

Chairman and Executive

Director

Italy

5 years

Robert Peugeot

1950

Vice Chairman and Non-

Executive Director

France

5 years

Henri de Castries

1954

Senior Independent Director

and Non-Executive Director

France

5 years

Yes

Fiona Clare Cicconi

1966

Non-Executive Director

UK & Italy

4 years

Yes

Nicolas Dufourcq

1963

Non-Executive Director

France

4 years

Yes

Ann Frances Godbehere

1955

Non-Executive Director

Canada & UK

4 years

Yes

Wan Ling Martello

1958

Non-Executive Director

U.S.

4 years

Yes

Claudia Parzani

1971

Non-Executive Director

Italy

1 year

Yes

Benoît Ribadeau-Dumas

1972

Non-Executive Director

France

2 years

Jacques de Saint-Exupéry

1957

Non-Executive Director

France

4 years

________________________________________________________________________________________________________________________________________________

(1) Since the Governance Effective Time or, with respect to Mr. Ribadeau-Dumas, since the 2023 AGM and to Ms. Parzani since the 2024 AGM

In accordance with Articles of Association and the combination agreement, Kevin Scott (replaced in 2024 by Ms.

Parzani) and Ms. Wan Ling Martello were nominated by FCA; Mr. Henri de Castries and Ms. Ann Frances Godbehere by

PSA; Mr. Elkann and Mr. Ribadeau-Dumas by Exor; Mr. Nicolas Dufourcq by BPI; Mr. Robert Peugeot by EPF/Peugeot

Invest; and Ms. Fiona Clare Cicconi and Mr. Jacques de Saint-Exupéry in representation of FCA and PSA employees,

respectively. Refer to “Articles of Association and Information on Stellantis Shares —Nomination Rights” included elsewhere

in this report for a description of certain binding nomination arrangements set forth in the Articles of Association, which will

apply to future terms of office.

The members of the Board and its committees are selected on the basis of expertise, experience, personal qualities,

age, sex or gender identity and nationality. Following the 2024 AGM, four seats of the Board of Directors out of eleven were

occupied by women, equivalent to 40 percent according to the calculation methodology set by EU Directive 2022/2381. The

average ratio of female to male board members was 57 percent. Following the resignation of Mr. Tavares on December 1,

2024, four seats of the Board of Directors out of ten were occupied by women, confirming the 40 percent according to the

calculation methodology set by EU Directive 2022/2381, while the average ratio of female to male board members became

67 percent. The nationalities of the members of the Board of Directors were reasonably consistent with the geographic

footprint of Stellantis’ business and no nationality counted for more than 60 percent of the members of the Board of

Directors. One member was under the age of 50 at the day of their nomination.

Members are selected on the basis of professional and personal qualifications to ensure a complementary skill set

that enables effective oversight of the Company’s strategy and include a variety of profiles in terms of professional and

personal background, gender and nationality. The skills of the members of the Board of Directors relate to either specific

operational experiences or performance as responsible for oversight over major challenges at other corporations where the

directors are also board members and are summarized in the following matrix:


	Climate Change	Human Rights	Risk Management	Cyber security	New Business Model	Industry	Corporate Social Responsibility	Governance	Financial and Accounting	Board memberships
John Elkann		✓			✓	✓	✓	✓	✓	4
Robert Peugeot			✓		✓	✓	✓	✓	✓	4
Henri de Castries	✓	✓	✓				✓	✓	✓	3
Fiona Clare Cicconi		✓	✓				✓	✓		—
Nicolas Dufourcq	✓	✓			✓	✓		✓	✓	2
Ann Frances Godbehere	✓		✓				✓	✓	✓	2
Wan Ling Martello		✓	✓		✓	✓			✓	3
Claudia Parzani		✓					✓	✓		2
Benoît Ribadeau- Dumas			✓					✓		5
Jacques de Saint-Exupéry									✓	—

We have determined that the following six of our ten Directors qualify as independent for purposes of NYSE rules,

Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code: Ms. Cicconi, Mr. de Castries, Mr. Dufourcq,

Ms. Godbehere, Ms. Martello, and Ms. Parzani, meaning 60 percent of the members of the Board were independent as of year

end. The Board of Directors has also appointed Mr. de Castries as Senior Independent Director and non-executive Director in

accordance with Section 2.1.9 of the Dutch Corporate Governance Code.

Directors are expected to prepare themselves for and attend all Board of Directors meetings, the AGM and the

meetings of the committees on which they serve, with the understanding that, on occasion, a Director may be unable to attend

a meeting.

During 2024, there were eight meetings of the Board of Directors. The average attendance at those meetings was

97.77 percent.

Summary biographies for the current Directors of Stellantis are included below:

John Elkann (Chairman and Executive Director) – John Elkann was appointed Chairman of Stellantis on January

17, 2021. He had previously been Chairman of Fiat S.p.A. from 2010 and joined its board in 1997.

Born in New York in 1976, Mr. Elkann obtained a scientific baccalauréat from Lycée Victor Duruy in Paris and an

engineering degree from Politecnico di Torino. He began his career at General Electric in 2001, gaining international

experience across Asia, Europe, and North America.

As Ferrari N.V.’s Chairman since 2018, Mr. Elkann has been bolstering its leadership in innovation, luxury and

sport competitions while preserving its iconic legacy. In 2009, he established Exor N.V., which is currently the largest

shareholder of companies such as Ferrari N.V., Koninklijke Philips N.V. and CNH Industrial N.V., in addition to Stellantis.

In 2023, Mr. Elkann founded Lingotto, a long-term investment management company. Mr. Elkann is a board

member of Meta Platforms, Inc. and a trustee of the Museum of Modern Art (MoMA). He also chairs the Agnelli Foundation,

a philanthropy focused on education, and is a member of the JP Morgan International Council and the Allianz International

Advisory Board.

Robert Peugeot (non-executive Director) – Robert Peugeot is Vice Chairman and a non-executive Director of

Stellantis. Mr. Peugeot joined the PSA Supervisory Board as permanent representative of FFP (now known as Peugeot

Invest) in April 2014, and became Vice Chairman and a non-executive Director of Stellantis in January 2021. Born in France

in 1950, Mr. Peugeot is a graduate of École Centrale de Paris and Institut Européen d’Administration des Affaires (INSEAD).

Mr. Peugeot held various executive positions within the PSA Group. From 1998 to 2007, he was vice-president for

innovation and quality, and a member of the PSA’s Executive Committee. In addition, Mr. Peugeot serves as Chairman of the

board of Peugeot Invest S.A. a board member of Peugeot 1810 S.A.S.; permanent representative of Peugeot 1810 on the

board of Forvia SE; director of Peugeot Invest UK Ltd.; managing director of SC Rodom; board member of Safran S.A.;

member of the supervisory board of Soparexo S.C.A.; director of Financière Guiraud S.A.S. and observer on the supervisory

board of Rothschild & Co.

He is a Knight of the French National Order of Merit and a Knight of the French Legion of Honour.

Henri de Castries (non- executive Director) – Henri de Castries is Senior Independent Director and a non-

executive Director of Stellantis. Born in France in 1954, he is a graduate of École des Hautes Etudes Commerciales (HEC)

and École Nationale d’Administration (ENA).

Mr. de Castries was the chairman of the management board of AXA S.A. from 2000 and chairman and chief

executive officer from April 2010 until September 2016. He previously worked for the French Finance Ministry Inspection

Office and the French Treasury Department. In addition, Mr. de Castries currently serves as chairman of Europe Senior

advisor of General Atlantic; chairman of the board of directors of AXA Assurances Vie Mutuelle; and lead director on the

board of directors of LVMH. Mr. de Castries became Senior Independent Director and a non-executive Director of Stellantis

in January 2021.

Fiona Clare Cicconi (non-executive Director) – Fiona Clare Cicconi is an employee representative on the

Stellantis Board of Directors. Born in London in 1966, Ms. Cicconi became Chief People Officer for Google in January 2021.

Prior to that she was Executive Vice President and Chief Human Resources Officer at AstraZeneca PLC from 2014 to 2020.

Ms. Cicconi started her career at General Electric, where she held various human resources roles within the oil and gas

business. Subsequently, she spent a number of years at Cisco, overseeing human resources in Southern Europe and then

industrial and employee relations in EMEA, before joining F. Hoffmann La Roche in 2006. There, she was most recently

responsible for global human resources for Global Technical Operations. Ms. Cicconi became an employee representative on

the Board of Directors of Stellantis in January 2021.

Ms. Cicconi holds a diploma in international business studies from Leeds Metropolitan University.

Nicolas Dufourcq (non-executive Director) – Nicolas Dufourcq is a non-executive Director of Stellantis. Born in

France in 1963, Mr. Dufourcq is a graduate of École des Hautes Etudes Commerciales (HEC) and École Nationale

d’Administration (ENA).

Mr. Dufourcq began his career at the French Ministry of Economy and Finance in 1988 and then joined the French

Ministry of Health and Social Affairs in 1992, before joining France Telecom in 1994. In 1998, he created Wanadoo, the

internet access leader, a subsidiary of France Telecom, and listed it for €20 billion in 2000. Between 1998 and 2003, he was

CEO of Wanadoo and executive director of France Telecom in charge of the internet, cable and pay TV. Mr. Dufourcq joined

Capgemini in 2003, where he was in charge of the central and southern Europe region. From 2004 to 2013, he served as chief

financial officer and deputy chief executive officer of Capgemini. Since February 7, 2013, Mr. Dufourcq has been the chief

executive officer of Bpifrance SA. In addition, Mr. Dufourcq serves as chief executive officer of Bpifrance Investissement

S.A.S.; chief executive officer of Bpifrance Assurance Export S.A.S.; chairman and chief executive officer of Bpifrance

Participations S.A.; and chairman of the supervisory board of STMicroelectronics N.V. Mr. Dufourcq became a non-

executive Director of Stellantis in January 2021. He served as permanent representative of Bpifrance Participations S.A. on

the board of directors of Orange from January 2017 to January 2021.

Ann Frances Godbehere (non–executive Director) – Ann Frances Godbehere is a non-executive Director of

Stellantis. Ms. Godbehere was born in Canada in 1955.

Ms. Godbehere started her career with Sun Life of Canada in 1976 in Montreal, Canada, and joined M&G Group in

1981, where she served as senior vice president and controller for life and health, and property and casualty businesses

throughout North America. She joined Swiss Re in 1996, after it acquired the M&G Group, and served as chief financial

officer from 2003 to 2007. From 2008 to 2009, she was interim chief financial officer and an executive director of Northern

Rock bank in the initial period following its nationalization. Ms. Godbehere has also held several non-executive director

positions at Prudential plc, British American Tobacco plc, UBS AG, and UBS Group AG. Until May 2019, Ms. Godbehere

served as a non-executive director of Rio Tinto plc and Rio Tinto Limited. She was also senior independent director of Rio

Tinto plc. In addition, Ms. Godbehere currently serves as a non-executive director of Shell plc and as an independent non-

executive director of HSBC Holdings plc. She is also a non-executive director of HSBC Bank plc. Ms. Godbehere is a fellow

of the Institute of Chartered Professional Accountants and a fellow of the Certified General Accountants Association of

Canada. She became a non-executive Director of Stellantis in January 2021.

Wan Ling Martello (non-executive Director) – Wan Ling Martello is a non-executive Director of Stellantis. Born

in Manila, the Philippines, in 1958, Ms. Martello currently serves as a Founding Partner at BayPine, a private equity firm, a

role she has held since 2020. She has served on the board of directors of Alibaba Group since 2015 and Uber Technologies,

Inc. since 2017.

From 2015 to 2018, Ms. Martello served as executive vice president and chief executive officer of the Asia,

Oceania, and sub-Saharan Africa regions at Nestlé. From 2012 to 2015, Ms. Martello served as Nestlé’s chief financial

officer, and from 2011 to 2012 she served as Nestlé’s executive vice president. From 2005 to 2011, Ms. Martello was a senior

executive at Walmart Stores, Inc., a retail corporation, where she served as executive vice president for global ecommerce

and executive vice president, chief financial officer & strategy. Ms. Martello became a non-executive Director of Stellantis in

January 2021.

Ms. Martello holds an MBA from the University of Minnesota and a BS from the University of the Philippines.

Claudia Parzani (non-executive Director) – Claudia Parzani is a non-executive Director of Stellantis. Ms. Parzani

was born Brescia, Italy in 1971. Ms. Parzani is a Senior Advisor at Linklaters LLP, an international law firm, where she is a

previous member of the Executive Committee and partner specializing in corporate issues and corporate governance.

Since 2022, Ms. Parzani has been Chair of the board of directors of Borsa Italiana S.p.A., the Italian stock exchange,

after previously serving as Deputy Chair and a non-executive director. Ms. Parzani is also Deputy Chair Il Sole 24 Ore S.p.A.

and the Italian group of the Trilateral Commission. Ms. Parzani is currently a member of the advisory board of UNHCR Italy

and the supervisory committee of Parks- Liberi e Uguali. She is also Chair of the Strategic Council of Fondazione Italia per il

Dono.

From 2017 to 2022, she was Chair of Allianz S.p.A., having previously served as a non-executive director. Ms.

Parzani has also served as an external member of the board of directors of Politecnico di Milano.

Benoît Ribadeau-Dumas (non-executive Director) - Benoît Ribadeau-Dumas is a non-executive Director of

Stellantis. Mr. Ribadeau-Dumas was born in France in 1972. He graduated from École Polytechnique and attended the École

Nationale d’Administration.

Mr. Ribadeau-Dumas is a Managing Director at Exor N.V. He is also an advisory board member at bioMéreiux SA,

a multinational biotechnology company. Mr. Ribadeau-Dumas began his career at the French Council of State in 1997 before

joining Thales, a leading French technology group in aerospace and defense, as Director of Business Development. He held

various roles within the company until 2009 when he was named CEO of Thales Underwater Systems. Mr. Ribadeau-Dumas

later served as Senior Executive Vice President at CGG, a geoscience company now known as Veridien, and as a member of

the management board of ZodiacAerospace and CEO of its Aerosystems branch. In 2017, he joined the Cabinet of the French

Prime Minister as Chief of Staff. Mr. Ribadeau-Dumas became a non-executive Director of Stellantis in April 2023.

Jacques de Saint-Exupéry (non-executive Director) – Jacques de Saint-Exupéry is an employee representative on

the Stellantis Board of Directors. Born in France in 1957, Mr. de Saint-Exupéry graduated from the Bordeaux Business

School.

Mr. de Saint-Exupéry has held various positions within PSA, and now Stellantis, since 1984. Since 2011, he has

worked within the management control team covering the activities of the corporate finance and treasury department as well

as the financial communication department.

In addition, Mr. de Saint-Exupéry has been involved in trade-union activity since 2008, including as secretary of the

works council of PSA. Mr. de Saint-Exupéry became an employee representative on the Stellantis Board of Directors in

January 2021.

Amount and Composition of the Remuneration of the Board of Directors

Details of the remuneration of the Board of Directors and its committees are set forth within the section

“Remuneration Report” included elsewhere within this report.

Directors' Share Ownership

The table below shows the number of Stellantis common shares owned by members of the Board of Directors as at

February 26, 2025:


Directors Owning Stellantis Common Shares	Shares	Percent of Class
John Elkann	1,152,462	—%
Robert Peugeot	15,000	—%
Henri de Castries	21,000	—%
Fiona Clare Cicconi	11,662	—%
Nicolas Dufourcq	—	—%
Ann Frances Godbehere	9,650	—%
Wan Ling Martello	—	—%
Claudia Parzani	—	—%
Benoît Ribadeau-Dumas	—	—%
Jacques de Saint-Exupéry	1,000	—%

No members of Senior Management beneficially own 1 percent or more of the Company’s common shares.

Board Practices and Committees

Board Regulations

On January 17, 2021, the Board of Directors adopted its current regulations and approved certain revisions on

October 10, 2024, to introduce the position of the non-executive director for employee engagement and related role and

responsibility. Board of Directors regulations deal with matters that concern the Board of Directors and its committees

internally (the “Board Regulations”).

The Board Regulations contain provisions concerning the manner in which meetings of the Board of Directors are

called and held, including the decision-making process. The Board Regulations provide that meetings may be held by

telephone or video conference, provided that all participating Directors can follow the proceedings and participate in real-

time discussion of the items on the agenda.

The Board of Directors can only adopt valid resolutions when the majority of the Directors in office are present at

the meeting or are represented thereat.

A Director may only be represented by another Director authorized in writing.

A Director may not act as a proxy for more than one other Director.

All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at the

meeting, in accordance with the regulations adopted by the Board of Directors. Each Director shall have one vote.

The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall

have expressed their opinions in writing, unless one or more Directors shall object in writing against the resolution being

adopted in this way prior to the adoption of the resolution.

The Board Regulations are available on the Company’s website.

Committees

On January 17, 2021, the Board of Directors established the following internal committees: (i) an Audit Committee;

(ii) a Governance and Sustainability Committee, now known as the ESG Committee; and (iii) a Remuneration Committee,

with such appointments becoming effective as of the Governance Effective Time.

The Audit Committee

On August 2, 2021, the Board of Directors adopted the current charter of the Audit Committee and approved certain

revisions on February 12, 2024 in order to reflect the Audit Committee’s new responsibility to assist and advise the Board of

Directors on the integrity of the Company’s sustainability disclosures and reports in accordance with applicable reporting

standards, including the EU Corporate Sustainability Reporting Directive (“CSRD”).

The Audit Committee is responsible for assisting and advising the Board of Directors with respect to, inter alia: (i)

the integrity of the Company’s financial statements, including any published interim reports, related press releases and other

related corporate communications; (ii) the adequacy and effectiveness of the Company’s internal control over financial

reporting, financial reporting procedures and disclosure controls and procedures; (iii) the integrity of the Company’s

disclosures and reports on environmental, social, human rights and governance factors (“sustainability reporting”) in

accordance with applicable reporting standards and the adequacy and effectiveness of the Company’s internal controls and

audit in relation to sustainability reporting; (iv) the Company’s policy on tax planning; (v) the Company’s financing; (vi) the

Company’s applications of information and communication technology, including risks relating to cybersecurity; (vii) the

systems of internal controls that management and the Board of Directors have established; (viii) the Company’s compliance

with legal and regulatory requirements; (ix) the Company’s compliance with recommendations and observations of internal

and independent auditors; (x) the open and ongoing communications regarding the Company’s financial position and results

of operations between the Board of Directors, the independent auditors, the Company’s management and internal audit

department; (xi) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest; (xii)

the qualifications, independence, oversight and remuneration of the Company’s independent auditors and any non-audit

services provided to the Company by the independent auditors; (xiii) the selection of the independent auditor by

recommending an independent auditor for nomination, appointment or dismissal by the Company’s AGM; (xiv) the

performance of the Company’s internal auditors and independent auditors; (xv) risk management and risk assessment

guidelines and policies, including major financial risk exposure, and the steps taken to monitor and control such risks; and

(xvi) the implementation and effectiveness of the Company’s ethics and compliance program.

The Audit Committee currently consists of Ms. Godbehere (Chairperson), Ms. Martello, Mr. de Castries and Ms.

Parzani. The Audit Committee is elected by the Board of Directors and is comprised of independent Directors. The Senior

Independent Director or a former executive Director may not serve as chairman of the Audit Committee. Audit Committee

members are required (i) not to have any material relationship with the Company or perform the functions of auditors or

accountants for the Company; (ii) to be “independent”, for purposes of NYSE rules, Rule 10A-3 of the Exchange Act and the

Dutch Corporate Governance Code; and (iii) to be “financially literate” and have “accounting or selected financial

management expertise” (as determined by the Board of Directors). At least one member of the Audit Committee should be a

“financial expert” as defined by the Sarbanes-Oxley Act and the rules of the SEC and section 2(3) of the Decree on the

Establishment of an Audit Committee (Besluit instelling auditcommissie). No Audit Committee member may serve on more

than four audit committees for other public companies, absent a waiver from the Board of Directors which must be disclosed

in the Company’s annual report. Unless decided otherwise by the Audit Committee, the independent auditors of the

Company, the Chief Financial Officer and the Chief Audit and Compliance Officer attend its meetings while the CEO, or the

executive director appointed to temporarily assist the Board, pursuant to Article 20.11 of the Company's Articles of

Association, in the management of the Company with full powers and authority, are entitled to attend meetings of the Audit

Committee unless the Audit Committee determines otherwise and shall attend the meetings of the Audit Committee, if the

Audit Committee so requires. The Audit Committee shall meet with the independent auditors at least once per year outside

the presence of the executive Directors and management.

Our Board of Directors has determined that Ms. Godbehere, Ms. Martello and Mr. de Castries are “audit committee

financial experts”. All Audit Committee members are independent directors under the NYSE rules, Rule 10A-3 of the

Exchange Act and the Dutch Corporate Governance Code.

During 2024, twelve meetings of the Audit Committee were held. The average attendance of its members at those

meetings was 95.83 percent. The Committee reviewed the Stellantis’ financial results for the period ended on June 30, 2024

and the full year 2023, as well as the shipments and revenues related to the first and third quarters of the year. The

Committee, with the assistance of the Chief Financial Officer and other Company officers mainly from finance, internal audit

and compliance, and legal departments, focused on main business drivers in addition to key accounting, reporting matters and

periodical reviews of certain areas such as enterprise risk management, tax, treasury, acquisitions, insurance, and employee

benefits/pensions review with specific focus on the areas of major audit risks such as the evaluation of assets and liabilities

requiring management judgment. Particular focus was dedicated to cybersecurity and information technology matters. The

Committee is charged with assisting and advising the Board of Directors with respect to the implementation and effectiveness

of the Company’s ethics and compliance program, among other things. In so doing, the Audit Committee oversees and

monitors the quality and completeness of the Company’s global compliance policies and practices with respect to applicable

legal and regulatory requirements, as well as with the requirements and objectives of the Company’s Code of Conduct and

Integrity Helpline, and, in 2024, reviewed human rights roadmap and the Company’s stakeholders engagement policy.

During 2024, the Committee proposed to the Board of Directors, and the Board of Directors approved, the amendment of its

charter to reflect new responsibility to assist and advise the Board on the integrity of the Company's sustainability disclosures

and reports in accordance with applicable reporting standards, including the new EU Corporate Sustainability Reporting

Directive.

The Audit Committee meets with the Company’s management, including finance, audit and compliance, and legal

staff to discuss, among other things, any significant legal, regulatory, Code of Conduct or other compliance related matters,

arising anywhere in the world, that could have a material adverse effect on the Company’s business, financial statements or

operations.

The Committee also assists and advises the Board of Directors and acts under authority delegated by the Board of

Directors, with respect to among others the Company’s policy on tax planning adopted by management. Independent auditors

attended all the meetings providing regular information to the Committee on their activity. The Committee reviewed the

annual internal audit plan, the performance of external auditor, and received updates on legal and compliance matters, with

the General Counsel attending the Committee meetings. Internal audit activity was reviewed on a regular basis with the Chief

Audit and Compliance Officer attending all the meetings and discussing with the Committee the main findings and

remediating actions. Internal control over financial reporting was part of these reviews as well. In line with the policy adopted

by the Company, the Committee was regularly involved in the review and approval of transactions entered into with related

parties.

The Remuneration Committee

On January 17, 2021, the Board of Directors adopted the current charter of the Remuneration Committee. The

Remuneration Committee is responsible for, inter alia, assisting and advising the Board of Directors in: (i) determining

executive compensation consistent with the Company’s remuneration policy; (ii) reviewing and approving the overall

compensation strategy of the Company and the remuneration structure for the executive Directors; (iii) administering equity

incentive plans and deferred compensation benefit plans; (iv) discussing with management the Company’s policies and

practices related to compensation and issuing recommendations thereon; and (v) preparing the remuneration report.

The Remuneration Committee currently consists of Ms. Martello (Chairperson), Mr. de Castries, Ms. Cicconi, Mr.

Peugeot and Mr. Ribadeau-Dumas. The Remuneration Committee is elected by the Board of Directors, which shall appoint

one of its members as Chairperson of the Remuneration Committee, and is comprised of at least three non-executive

Directors, more than half of whom shall be independent under Dutch Corporate Governance Code. Unless decided otherwise

by the Remuneration Committee, the Chief Human Resources and Transformation Officer attends its meetings. For a period

of four years from January 17, 2021, the Chairperson shall be selected from among the independent directors nominated by

FCA (or his or her replacement) and shall meet the requirements set forth in Section 5.1.4 of the Dutch Corporate

Governance Code as Chairperson of the Remuneration Committee.

During 2024, four meetings of Stellantis’ Remuneration Committee were held with 95 percent attendance of its

members at those meetings. The Remuneration Committee approved the 2023 Remuneration Report and continued its

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engagement with shareholders since 2022 for feedback and dialogue regarding the Company’s compensation philosophy and

pay practices. Details of the activities of the Remuneration Committee are included in the Remuneration Report section

included elsewhere in this report.

The ESG Committee

On October 6, 2021, the Board of Directors adopted the current charter of the ESG Committee, which amended the

former charter of the Governance and Sustainability Committee, by focusing on the ESG matters in addition to the tasks

previously included. The Board of Directors approved certain revisions to the ESG Committee charter on February 12, 2024,

in order to reflect the Audit Committee’s new responsibility to assist and advise the Board of Directors on the integrity of the

Company’s sustainability disclosures and reports in accordance with applicable reporting standards, including the EU CSRD.

The ESG Committee is responsible for, inter alia, assisting and advising the Board of Directors with: (i) monitoring,

evaluating, and reporting to the Board of Directors on the strategy, targets and achievements relating to ESG matters globally

of the Company and its subsidiaries; (ii) the identification of the criteria, professional and personal qualifications for

candidates to serve as Directors; (iii) periodic assessment of the size and composition of the Board of Directors; (iv) periodic

assessment of the performance of individual Directors and reporting on this to the Board of Directors; (v) proposals for

nomination and re-nomination of executive and non-executive Directors; (vi) supervision of the policy on the selection and

appointment criteria for top executive management; and (vii) proposing and supervising the policy regarding succession

planning for the Board of Directors and top executive management.

The ESG Committee currently consists of Mr. de Castries (Chairperson), Ms. Cicconi, Mr. Dufourcq, Ms. Parzani

and Mr. Ribadeau-Dumas. The ESG Committee is elected by the Board of Directors and is comprised of at least three non-

executive Directors according to its charter. More than half of its members shall be independent under the Dutch Corporate

Governance Code. For a period of four years from January 17, 2021, the Chairperson shall be selected among the

independent directors nominated by PSA (or his or her replacement).

During 2024, three meetings of Stellantis ESG Committee were held with 100 percent attendance of its members at

those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and disclosures in accordance

with the 2030 Dare Forward strategic plan and its implementation. In addition, the ESG Committee periodically assesses the

performance of individual directors and reports on this to the Board of Directors.

In 2024, the ESG Committee recommended to the Board of Directors the nomination of Ms. Parzani as a candidate

for non-executive director position at the 2024 AGM. In addition, the Committee recommended to the Board of Directors the

amendment of its charter to reflect new responsibility of the Audit Committee, and assisted the Board of Directors by

reviewing non-financial information included in 2023 Annual Report and ESG results in 2023 in terms of environmental

impact of Company’s owned activities and action plans in terms of greenhouse gas (“GHG”) emission and energy

management, water withdrawal, waste management and biodiversity. The Committee discussed the implementation of human

rights policy and the Company’s approach to stakeholders engagement, under the policy approved during 2023, and the

Mobility Forum as a primary example of that approach.

The ESG Committee receives updates from management on several topics including the Company transformation

through the development of human capital, the global philanthropy strategy, global, European and U.S. trends in governance

and new EU and U.S. rules related to sustainability reporting.

Indemnification of Directors

Under the Articles of Association, Stellantis is required to indemnify any and all of its Directors, officers, former

Directors, former officers (including former directors and officers of PSA) and any person who may have served at its request

as a director or officer of another company in which it owns shares or of which it is a creditor who were or are made a party

or are threatened to be made a party or are involved in, any threatened, pending or completed action, suit, or proceeding,

whether civil, criminal, administrative, arbitrative or investigative (each, a “Proceeding”), or any appeal in such a Proceeding

or any inquiry or investigation that could lead to such a Proceeding against any and all liabilities, damages, reasonable and

documented expenses (including reasonably incurred and substantiated attorney’s fees), financial effects of judgments, fines,

penalties (including excise and similar taxes and punitive damages) and amounts paid in settlement in connection with such

Proceeding by any of them. Notwithstanding the above, no indemnification will be made in respect of any claim, issue, or

matter as to which any of the above-mentioned indemnified persons will be adjudged in a final and non-appealable decision

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to be liable for gross negligence or willful misconduct in the performance of such person’s duty to Stellantis. This

indemnification by Stellantis is not exclusive of any other rights to which those indemnified may be entitled otherwise.

Conflict of Interest

A Director shall not participate in discussions and decision-making with respect to a matter in relation to which he

or she has a direct or indirect personal interest which is in conflict with the interests of the Company and the business

associated with the Company (“Conflict of Interest”), which shall be determined outside the presence of the Director

concerned. All transactions, where there is a Conflict of Interest, must be concluded on terms that are customary in the branch

concerned and approved by the Board of Directors. In addition, the Board of Directors may determine that there is such a

strong appearance of a Conflict of Interest of a Director in relation to a specific matter, that it would be inappropriate for such

Director to participate in discussions and the decision-making process with respect to such matter. A Director shall promptly

report any potential Conflict of Interest to the Chairman (or to the Senior Independent Director or another Director in case of

the Chairman) and shall provide all relevant information concerning such potential Conflict of Interest.

At least annually, each non-executive Director shall assess in good faith whether he or she is independent under best

practice provision 2.1.8 of the Dutch Corporate Governance Code and each Director shall assess in good faith whether he or

she is independent under (a) the requirements of Rule 10A-3 under the Exchange Act, and (b) Section 303A of the NYSE

Listed Company Manual.

The Directors shall inform the Board of Directors through the Senior Independent Director or the Secretary of the

Board of Directors as to all material information regarding any circumstances or relationships that may impact their

characterization as “independent” or impact the assessment of their interests, including by responding promptly to the annual

questionnaires circulated by or on behalf of the Secretary that are designed to elicit relevant information regarding such

Director's business and other relationships relevant to the determination of independence.

Based on each Director’s assessment described above, the Board of Directors shall make a determination at least

annually regarding such Director’s independence. These annual determinations shall be conclusive, absent a change in

circumstances from those disclosed to the Board of Directors that necessitates a change in such determination.

Senior Management

The Company’s management is led by Mr. Elkann who was appointed to temporarily assist the Board in the

management of the Company with full powers and authority. Mr. Elkann is the chairman of the IEC, which is responsible for

the direction and oversight of the Company. The following executives, designated as Senior Management, are the members of

the IEC and the General Counsel:

•Mr. Elkann (Chairman);

•Mr. Chéreau (Human Resources, ESG & Heritage);

•Mr. Curic (Engineering and Technology, Software and Free2move);

•Mr. Deboeuf (Manufacturing and Supply Chain);

•Mr. Filosa (North America, South America, Quality,Chrysler, Dodge, Jeep, Ram, and the Design North

America organization, including Maserati Design);

•Ms. Foucher (Planning);

•Mr. Imparato (Enlarged Europe, Pro One, Abarth, Alfa Romeo, Citroën, DS, FIAT, Lancia, Opel and Peugeot.

The Design Europe organization will also report to this position);

•Mr. Ostermann (Finance);

•Mr. Picat (Purchasing and Supplier Quality and the regions of Middle East & Africa, India & Asia Pacific, and

China together with Leapmotor International);

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•Mr. de Rovira (Affiliates); and

•Mr. Giorgio Fossati (General Counsel).

Summary biographies for these individuals are included below. For the biography of Mr. Elkann, see above.

Xavier Chéreau - Xavier Chéreau was appointed Head of Human Resources, ESG & Heritage in December 2024

and previously served as Chief Human Resources & Transformation Officer. He has built his entire career path within the

field of human resources and has alternated between the Head office and operations activities within different sites and

divisions. These have included R&D, manufacturing, and support functions. Mr. Chéreau joined Groupe PSA in 1994 and

subsequently held the position of Employment & Mobility Manager for Europe. He went on to become Social Relations

Manager at the Poissy plant in France and then Head of Social Innovation and Management institute within the Group.

In 2006, Mr. Chéreau was appointed Vice President, Director of Human Resources and Social Relations for the

Trémery and propulsion system plants. In 2009, he was appointed Senior Vice President, Industrial and R&D Division

Human Resources. In 2010, Mr. Chéreau also took operational responsibility for the Engineering testing resources of the

R&D department. From 2014 to 2015, he held the position of Director of Human Resources Development, Talents and Top

Management. In 2015, Mr. Chéreau was appointed Executive Vice President of Human Resources of the Group and member

of the Global Executive Committee. In 2018, he was appointed Director of Human Resources and Transformation, a division

that includes the Digital, IT and Real Estate departments, and as of 2020, Compliance and Audit.

After a Bachelor’s degree in Economic Management, Mr. Chéreau completed his Master’s degree in Human

Resources (Employment Management & Corporate Social Development) at the ‘Institut Sciences Politiques de Paris’, France.

He was born in Paris, France in 1968.

Ned Curic – Ned Curic was appointed Chief Engineering and Technology Officer in July 2023 and previously

served as Chief Technology Officer.

From June 2017, Mr. Curic was Vice President, Alexa Automotive at Amazon, spearheading its efforts in the

automotive industry. He began his career in 1996 in the field of Engineering Systems at Northrop Grumman, a U.S.-based

multinational aerospace and defense technology company. Following a brief period in the financial industry, Mr. Curic joined

Microsoft in 2002 where he held various roles in consulting, product, security and advisory. He entered the automotive

industry in 2013, as Group Vice President & Chief Technology Officer at Toyota Motor North America and, in 2015 became

Co-founder and Executive Vice President, Technical Director and Board Member at Toyota Connected.

Mr. Curic studied Informatics and Computer Science, and received a Master’s in Business Administration from

Pepperdine University, George L. Graziadio School of Business and Management in 2012. He was born in Novi Pazar,

Yugoslavia in 1971.

Arnaud Deboeuf– Arnaud Deboeuf is the Chief Manufacturing and Supply Chain Officer for Stellantis. In 2020, he

was appointed Executive Vice President of Manufacturing and Supply Chain for Groupe PSA. Mr. Deboeuf joined Groupe

PSA in 2019 as Senior Vice President for Industrial Strategy.

Mr. Deboeuf started his career at Renault in 1993 as a Powertrain Process Engineer followed by experience in

manufacturing. In 2002, he joined Renault’s purchasing function and took responsibility for Renault Samsung Motors (South

Korea). In 2008, he began development of the Dacia Duster and ultimately had responsibility for development of the entire

Global Access range. In 2015, Mr. Deboeuf was appointed Senior Vice President of Renault-Nissan Alliance CEO office.

Mr. Deboeuf is a graduate of Ecole Polytechnique (Paris) and Ecole Nationale des Ponts et Chaussées (Paris). He

was born in Reims, France in 1967.

Antonio Filosa– Antonio Filosa was appointed as Chief Operating Officer for North America in October 2024 and

took on global leadership of Quality in February 2025. He has also previously served as Stellantis’ Chief Operating Officer

for South America and the Chief Executive Officer of the Jeep brand.

Mr. Filosa has extensive experience in purchasing and manufacturing operations, as well as overall business

management and strategy. He joined the Fiat Group in 1999 where he assumed roles of increasing responsibility, including

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plant manager of the Betim (Brazil) facility and Head of Purchasing for the Latin America region. Mr. Filosa also served as

the Head of Argentina as well as the Head of Alfa Romeo and Maserati brands for the Latin America region, positions he

held from 2016 and 2018, respectively. He also served as FCA’s Chief Operating Officer of Latin America and was a

member of its Group Executive Council beginning in March 2018.

Mr. Filosa has a master’s degree in engineering from Politecnico di Milano (Italy). He was born in Naples, Italy in

1973.

Béatrice Foucher – Béatrice Foucher was appointed Chief Planning Officer in July 2023. Previously, Ms. Foucher

was Brand CEO for DS Automobiles, a position she held from January 2020.

Ms. Foucher has built a strong and extensive expertise in the automotive industry with 30 years of experience within

the departments of Quality, Product Planning, HR Talent Management and General Brand Development. She joined the

Renault Group in 1990 as Audit Quality Manager doing audits in plants before turning to the Client Surveys department. This

was followed by a move to the Product Planning department, where Ms. Foucher successively held the positions of Chief of

Product, Director of the Upper Range and ultimately Director of Product Planning between 2007 and 2012, where she

managed the development of five brands.

In 2012, Ms. Foucher became Vice President of the Electric Vehicles Program, piloting development of four

products, making technology choices, and leading planning and profitability. Between 2015 and 2019, she served as Vice

President of Talent Management for the Renault Nissan Alliance. In 2019, she joined Groupe PSA as Senior Vice President

of Talent Management before quickly being appointed CEO of DS Automobiles in 2020 and a member of Groupe PSA’s

Global Executive Committee.

After a Master’s Degree in engineering in Agronomics Science at AgroParisTech, Ms. Foucher completed a Master

of Science in Quality and Audit at ESCP Business School & Centrale Supelec in France. She was born in Saintes, France in

1964.

Jean-Philippe Imparato - Jean-Philippe Imparato is Chief Operating Officer for Enlarged Europe. He previously

served as Brand CEO of Alfa Romeo.

Mr. Imparato built a 30-year career path at Groupe PSA, mainly focused on sales, quality and retail activities. He

spent the first decade of his career working, alternately for Peugeot and Citroën, in field sales management activities. In 1998,

Mr. Imparato was in charge of Mercosur for Citroën, before joining the central corporate team in charge of International

Organisation and Audit missions for Groupe PSA in 2000. He was appointed Vice President in charge of Quality in the PSA-

DFM joint venture with DPCA in Wuhan, China in 2003. In 2006, Mr. Imparato was named Director of Supplier Quality in

the Global Purchasing Department of Groupe PSA.

He was appointed Senior Vice President in 2007, in charge of the Citroën Italy National Sales Company. In 2010,

Mr. Imparato was named Director of Peugeot International Operations and in 2012 was named Director of European Sales

and Marketing activities. He was named Director of the PSA Retaili Owned Network business in 2013. From 2016 through

2020, Mr. Imparato was CEO of the Peugeot brand.

Mr. Imparato has a business degree from Grenoble Ecole de Management. He was born in Sète, France in 1966.

Doug Ostermann – Doug Ostermann was appointed Chief Financial Officer in October 2024 and has been a

member of Stellantis’ Top Executive Committee since November 2023. Mr. Ostermann previously served as Chief Operating

Officer for China and as Chief Financial Officer and Head of Strategy for China.

Mr. Ostermann joined FCA as Group Treasurer in 2016 and later headed Global Business Development. Before

joining FCA, he held numerous roles at Archer-Daniels-Midland Company, including as Group Treasurer and Corporate

Officer, from 2004 until 2016. Mr. Ostermann began his career at General Motors in the product planning staff and went on

to hold various positions in marketing, advertising, brand management and field sales in the U.S. and later at Opel in

Germany. After returning to the U.S., he held various positions at the New York Treasurer’s Office at General Motors

through early 2004.

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Mr. Ostermann holds a Bachelor of Science and a Master of Business Administration (MBA) from Washington

University in the U.S. He was born in Merriam, Kansas (U.S.) in 1968.

Maxime Picat– Maxime Picat was appointed Chief Purchasing and Supplier Quality Officer in June 2022. Mr. Picat

previously served as Chief Operating Officer for Enlarged Europe.

Mr. Picat joined Groupe PSA in 1998 and has a broad industrial experience; after various jobs in manufacturing in

Mulhouse, he became manufacturing manager at the Group’s Sochaux plant before being appointed as managing Director for

the manufacturing facility of Wuhan, China, in 2007. In 2011, Mr. Picat was appointed Managing Director of DongFeng

Peugeot Citroën Automobiles (DPCA) in China, having previously held the role of Deputy Managing Director between 2008

and January 2011. In 2012, he was appointed Chief Executive Officer for the Peugeot Brand. From 2016 to January 2021,

Mr. Picat was Executive Vice President for Europe and Member of the Managing Board.

Mr. Picat was born in Schiltigheim, France in 1974. He is a civil engineering graduate from the Ecole des Mines

Paris.

Philippe de Rovira – Philippe de Rovira was appointed Chief Affiliates Officer for Sales Finance, Used Cars, Parts

and Service, Circular Economy and Retail Network. Mr. de Rovira joined Groupe PSA in 1998 where he held various

positions in Corporate & Manufacturing Finance before acting as Financial Controller in the Madrid and Poissy plants. In

2009, he became the Chief Financial Officer for Latin America and in 2012 Controller of the PSA Sales Division. In 2013,

Mr. de Rovira was appointed Senior Vice President and took responsibility for various functions of PSA Sales division,

including B2B & Used Cars sales, Network Development & Quality of Service, CRM & Digital, Outbound Logistics and the

management of car flow (Sales & Operations Planning). In 2015, he was appointed Group Controller. In 2017, after the

acquisition by Groupe PSA, Mr. de Rovira joined Opel Vauxhall as Chief Financial Officer and member of the Opel

Vauxhall Managing Board. In 2018, he was appointed to the position of Group Chief Financial Officer as an Executive Vice

President within the Group and a member of the Global Executive Committee. From 2018, Mr. de Rovira was also in charge

of the Used Cars Business Unit.

Mr. de Rovira is a graduate of the ESSEC Business School based in Paris. He was born in Paris, France in 1973.

Giorgio Fossati – Giorgio Fossati was appointed General Counsel. He was appointed Corporate General Counsel of

FCA in November 2014. Previously, Mr. Fossati was General Counsel of FIAT, a position to which he was appointed in

2011. Previously he had been General Counsel of Fiat Auto since 2002, following other positions of increasing responsibility

within the Fiat Legal department. Prior to that, Mr. Fossati worked in positions of increasing responsibility in the legal

department at Iveco S.p.A.

Mr. Fossati earned his master’s degree in law from the University of Turin School of Law. He was born in

Orbassano, Italy in 1961.

Senior Management

The aggregate compensation expense for the members of Senior Management listed above was €23 million for the

year ended December 31, 2024, which included €7 million for share-based compensation expense, nil for short-term

employee benefits and €2 million for pension and similar benefits.

Articles of Association and Information on Stellantis Shares

The following is a summary of material information relating to Stellantis common shares, including summaries of

certain provisions of the Articles of Association, the terms and conditions in respect of Stellantis special voting shares (the

“Terms and Conditions of Special Voting Shares”), and the applicable Dutch law provisions in effect at the date of this

report. The summaries of the Articles of Association and the Terms and Conditions of Special Voting Shares as set forth in

this report are qualified in their entirety by reference to the full text of the Articles of Association and the Terms and

Conditions of Special Voting Shares.

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Share Capital

The authorized share capital of Stellantis amounts to €90,000,000, divided into 4,500,000,000 common shares with a

nominal value of €0.01 each, 4,499,750,000 class A special voting shares and 250,000 class B special voting shares.

On January 17 and 26, 2024 and on February 3, 2024, those shareholders who following the merger have registered

their common shares (the Electing common shares) in the Loyalty Register for an uninterrupted period of three years in the

name of the same shareholder (such a share Qualifying common share) became eligible to receive one class A special voting

share for each Qualifying common share. As a result, a total of 866,342,434 class A special voting shares were issued.

On April 16, 2024, the AGM resolved to cancel, in one or more tranches, any or all common shares in the share

capital of the Company which were held by the Company on the date of the 2024 AGM plus the number of common shares

that may be acquired by the Company under the authorization granted by the same AGM. In execution of that resolution, the

Company cancelled 142,090,297 common shares on June 20, 2024 and 136,801,451 common shares on December 20, 2024.

The AGM also resolved to cancel all 208,622 class B special voting shares held by the Company in its own capital. Those

class B special voting shares were cancelled on June 20, 2024 and class B special voting shares were no longer part of the

Company’s capital.

At December 31, 2024, there were 2,880,492,279 common shares, 866,410,716 class A special voting shares and 0

class B special voting shares issued and outstanding.

At December 31, 2024, 15,581,288 common shares and 111,508 class A special voting shares were held by the

Company in treasury.

As of February 25, 2025, the share capital of the Company consisted of: 2,896,073,567 common shares,

866,522,224 Class A special voting shares and 0 Class B special voting shares.

On July 31, 2017, PSA issued 39,727,324 equity warrants in favor of GM, at the unit price of €16.3386515, giving

entitlement to subscribe for PSA ordinary shares, on the basis of one PSA ordinary share for one equity warrant, at an

exercise price of €1.00 per PSA ordinary share, between July 31, 2022, and July 31, 2026. At the Governance Effective Time,

each of the 39,727,324 outstanding equity warrants was converted into one equity warrant giving entitlement to subscribe

1.742 Stellantis common shares (each, a “Warrant”) at an exercise price equal to €1.00 per Warrant, between July 31, 2022,

and July 31, 2026.

On September 13, 2022, Stellantis N.V. and General Motors Holdings LLC, a subsidiary of GM executed a share

repurchase agreement (“SRA”) related to the 69,125,544 common shares in Stellantis, representing approximately 2.2 percent

of Stellantis’ share capital (on a diluted basis), that GM was entitled to receive upon the exercise of the Warrants following

the adjustment in connection with certain transactions carried out by Stellantis, as described above. Upon exercise of the

Warrants, Stellantis also delivered to GM approximately 1.2 million common shares of Faurecia and an aggregate cash

amount of approximately €130 million for rights to dividends paid by PSA and Stellantis. Pursuant to the SRA, the issue and

the repurchase of Stellantis common shares both occurred on September 15, 2022. The purchase price paid by Stellantis for

the common shares amounted, in total, to €923 million. Such amount was based on the volume-weighted average price of one

Stellantis common share on the regulated market of Euronext in Milan over the last five trading days prior to September 14,

2022. The purchase of Stellantis common shares by Stellantis from GM was carried out under the authority granted by the

general meeting of April 13, 2022.

Stellantis common shares and special voting shares have been created under the laws of the Netherlands.

Stellantis common shares are registered shares represented by an entry in the shareholders’ register of Stellantis. The

Board of Directors may determine that, for the purpose of trading and transfer of shares on a foreign stock exchange, share

certificates will be issued in such a form as will comply with the requirements of such a foreign stock exchange and Dutch

law. A register of shareholders is maintained by Stellantis in the Netherlands and a branch register is maintained in the U.S.

on Stellantis’ behalf by Computershare Trust Company, N.A., which serves as Stellantis’ branch registrar and transfer agent

in the U.S..

Beneficial interests in Stellantis common shares that are traded on the NYSE are held through the book-entry system

provided by The Depository Trust Company (“DTC”) and are registered in Stellantis’ register of shareholders in the name of

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Cede & Co., as DTC’s nominee. Beneficial interests in Stellantis common shares traded on Euronext Milan are held through

Monte Titoli S.p.A., the Italian central clearing and settlement system, as a participant (through Euroclear Bank) in DTC.

Beneficial interests in Stellantis common shares traded on Euronext Paris are held through Euroclear France and its

intermediaries Euroclear Bank and J.P. Morgan, the latter acting as a participant in DTC.

Special voting shares are registered shares represented by an entry in the shareholders’ register of Stellantis. No

share certificates have been issued with respect to the special voting shares. No right of pledge may be established on special

voting shares and the voting rights attributable to special voting shares may not be assigned to an usufructuary.

Additional information on Stellantis’ equity as of December 31, 2024, is contained in Note 28, Equity, within the

Consolidated Financial Statements included elsewhere in this report for additional information.

Directors

Set forth below is a summary of the material provisions of the Articles of Association relating to our Directors. This

summary does not restate the Articles of Association in their entirety.

The members of the Board of Directors are appointed by the AGM, taking into account the nomination rights set out

in the Articles of Association and further described under “Nomination Rights”.

The initial term of office of each of the Chairman, Senior Independent Director, and Vice Chairman is five years, in

each case beginning on the Governance Effective Time. The initial term of office for each of the other Directors is four years

beginning on the Governance Effective Time (with the exceptions of Mr. Ribadeau-Dumas, whose initial term of two years

starting from the 2023 AGM and Ms. Parzani, whose initial term of one year starting from the 2024 AGM). Such initial terms

of office shall lapse immediately after the close of the first AGM held after the applicable period have lapsed since the

Governance Effective Time or the applicable AGM. Under Articles of Association, after the initial term, the term of office of

the Directors is for a period of two years, provided that unless a Director has resigned at an earlier date the term of office

shall lapse immediately after the close of the first AGM held two years following the appointment. Each Director may be

reappointed for an unlimited number of terms.

Stellantis has a policy in respect of the remuneration of the members of the Board of Directors. With due

observation of the remuneration policy, the Board of Directors may determine the remuneration for Directors in respect of the

performance of their duties. The Board of Directors must submit plans to award shares or the right to subscribe for shares to

the AGM for its approval.

Stellantis shall not grant the Directors any personal loans or guarantees.

Additional information on the Board of Directors is contained in the Report of the Non-Executive Directors included

elsewhere in this report.

Nomination Rights

The Articles of Association provide for certain rights of Exor, EPF/Peugeot Invest and BPI (each a “Nominating

Shareholder”) to nominate the number of Directors mentioned below for future terms of office of the Board of Directors. In

particular, and subject to the terms and conditions set forth in the Articles of Association:

•Exor shall have the right to nominate two directors;

•BPI (or EPF/Peugeot Invest, as further described below) shall have the right to nominate one director; and

•EPF/Peugeot Invest shall have the right to nominate one director.

Notwithstanding the above:

•if the number of Stellantis common shares held by BPI, and/or any of its affiliates, or EPF/Peugeot Invest, and/

or any of their affiliates, falls below the number of shares corresponding to five percent of the issued and

outstanding Stellantis common shares, such shareholder will no longer be entitled to nominate a Director (in

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which case, any Director nominated by BPI or EPF/Peugeot Invest, as the case may be, will be required to

resign as promptly as reasonably practicable (and in any case, within ten days of the relevant threshold no

longer being met)); and

•if, at any time within the six years following the Governance Effective Time or on the sixth anniversary of the

Effective Time, both (i) the number of Stellantis common shares held by EPF/Peugeot Invest and/or their

affiliates increases to a number of shares corresponding to eight percent or more of the issued and outstanding

Stellantis common shares and (ii) the number of Stellantis common shares held by BPI and/or its affiliates falls

below the number of shares corresponding to five percent of the issued and outstanding Stellantis common

shares, then EPF/Peugeot Invest will be entitled to nominate a second Director to the Board of Directors in

replacement of the BPI nominee (the “EPF/Peugeot Invest Additional Director”).

As an exception to the foregoing paragraph, if at any time within the six years following the Effective Time:

•the number of Stellantis common shares held by BPI and its affiliates, on the one hand, or EPF/Peugeot Invest

and their affiliates, on the other hand, represents between four percent and five percent of the issued and

outstanding Stellantis common shares (the “Threshold Stake”);

•either BPI or EPF/Peugeot Invest has not otherwise lost its right to nominate a Director in accordance with the

preceding paragraph; and

•the number of Stellantis common shares held by BPI, EPF/Peugeot Invest and their respective affiliates

represents, in aggregate, eight percent or more of the issued and outstanding Stellantis common shares,

the Nominating Shareholder which holds the Threshold Stake will maintain its right to nominate a Director to the

Board of Directors until the sixth anniversary of the Effective Time (it being understood that while BPI is entitled to

nominate a Director pursuant to this exception, EPF/Peugeot Invest will not be entitled to nominate the EPF/Peugeot Invest

Additional Director).

Additionally, Exor’s right to nominate representative(s) to the Board of Directors will decrease in the event Exor

and/or its affiliates reduce their equity ownership in Stellantis as follows:

•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to eight

percent of the issued and outstanding Stellantis common shares, Exor will be entitled to nominate one Director

instead of two; and

•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to five

percent of the issued and outstanding Stellantis common shares, Exor will no longer be entitled to nominate a

Director.

In such cases, the Director designated by Exor for resignation from among the Directors nominated by Exor will be

required to resign as promptly as reasonably practicable (and in any case, within ten days of the relevant threshold no longer

being met) after the number of Stellantis common shares held by Exor and/or its affiliates falls below the applicable

threshold.

Any event or series of events (including any issue of new shares) other than a transfer (including transfer under

universal title) of Stellantis common shares will be disregarded for the purpose of determining whether the applicable

Nominating Shareholder reaches the relevant threshold(s).

Pursuant to the Articles of Association, the AGM may at all times overrule a binding nomination for the

appointment of a Director by a two-thirds majority of the votes cast, with such two-thirds majority of the votes cast

representing more than half of the issued and outstanding share capital of Stellantis.

Additionally, the Articles of Association provide that the nomination rights of a Nominating Shareholder lapse upon

a Change of Control of such Nominating Shareholder. A “Change of Control” is defined in Article 1.1. of the Articles of

Association as any direct or indirect transfer carried out by a shareholder that is not an individual through one or a series of

related transactions as a result of which (i) a majority of the voting rights in such shareholder; (ii) the de facto ability to direct

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the casting of a majority of the votes exercisable at general meetings of such shareholder; and/or (iii) the ability to appoint or

remove a majority of the directors, executive directors or board members or executive officers of such shareholder or to direct

the casting of a majority of the voting rights at meetings of the board of directors, management board or similar governing

body of such shareholder has been transferred to the transferee of such shares, provided that no Change of Control will be

deemed to have occurred if (a) the transfer of ownership and/or control is an intragroup transfer under the same controlling

person, (b) the transfer of ownership and/or control is the result of the succession or the liquidation of assets between spouses

or the inheritance, inter vivos donation or other transfer to a spouse or a relative up to and including the fourth degree, (c) the

fair market value of the Qualifying Common Shares (as defined under “—Loyalty Voting Structure”) held by such

shareholder represents less than 20 percent of the total assets of the Transferred Group at the time of the transfer and the

Qualifying Common Shares held by such shareholder, in the sole judgment of Stellantis, are not otherwise material to the

Transferred Group or the change of control transaction.

Article 1.1 of the Articles of Association defines “Transferred Group” as the relevant shareholder together with its

affiliates, if any, over which control was transferred as part of the same Change of Control transaction.

No Liability to Further Capital Calls

All of the outstanding Stellantis common shares and special voting shares are fully paid and non-assessable.

Discriminating Provisions

Except for the voting limitations described in this section under “—AGM and Voting Rights —Voting Limitations”,

there are no provisions of the Articles of Association that discriminate against a shareholder because of its ownership of a

certain number of shares.

Issuance of shares

The AGM, or alternatively the Board of Directors if it has been designated to do so at the AGM, shall have authority

to resolve on any issuance of shares and rights to subscribe for shares.

The Board of Directors was irrevocably authorized, for a period of three years from January 16, 2021 to issue

common shares and rights to subscribe for common shares up to in aggregate (i) ten percent of the issued common shares for

general corporate purposes as of January 16, 2021, plus (ii) an additional ten percent of the issued common shares as of such

date, if the issuance and/or the granting of rights to subscribe for common shares occurs in connection with the acquisition of

an enterprise or a corporation, or, if such issuance and/or the granting of rights to subscribe for common shares is otherwise

necessary in the opinion of the Board of Directors. The Board of Directors was also designated, for a period of three years

from January 16, 2021, as the authorized body to limit or exclude the rights of pre-emption of shareholders in connection

with the foregoing authority of the Board of Directors to issue Stellantis common shares and grant rights to subscribe for

Stellantis common shares. Refer to the “Rights of Pre-emption” section elsewhere in this report. The AGM held on April 13,

2023 and 16, 2024 resolved to extend the authorization of the Board of Directors as per the date it lapses for a period of 18

months. Current authorization, resolved by AGM held on April 16, 2024 will lapse on October 15, 2025. The authorization is

limited to 10 percent of the issued common shares for general corporate purposes as per the date of the 2024 AGM (April 16,

2024) and can be used for any and all purposes. The AGM, or the Board of Directors if so designated in accordance with the

Articles of Association, shall decide on the price and the further terms and conditions of issuance, with due observance of

what is required in relation thereto under Dutch law and the Articles of Association.

If the Board of Directors is designated by the AGM to have authority to decide on the issuance of shares or rights to

subscribe for shares, such a designation shall specify the class of shares and the maximum number of shares or rights to

subscribe for shares that can be issued under such a designation. When making such designation the duration of the Board of

Directors’ relevant authority, which shall not be for more than five years, shall be resolved upon at the same time. The

designation may be extended from time to time for periods not exceeding five years. The designation may not be withdrawn

unless otherwise provided in the resolution in which the designation is made.

Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a

currency other than Euro may only be made with the consent of the Board of Directors.

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Rights of Pre-emption

Under Dutch law and the Articles of Association, each Stellantis shareholder has a right of pre-emption in

proportion to the aggregate nominal value of its common shares upon the issuance of new Stellantis common shares, or the

granting of rights to subscribe for Stellantis common shares. Exceptions to this right of pre-emption include the issuance of

new Stellantis common shares, or the granting of rights to subscribe for Stellantis common shares: (i) to employees of

Stellantis or another company of Stellantis pursuant to an equity incentive plan of Stellantis; (ii) against payment in kind

(contribution other than in cash); and (iii) to persons exercising a previously granted right to subscribe for Stellantis common

shares. Shareholders do not have any right of pre-emption in connection with the issuance of special voting shares. Rights of

pre-emption may be exercised during a period of at least two weeks after the announcement of an issuance of new Stellantis

common shares in the Dutch State Gazette.

The AGM may resolve to limit or exclude the rights of pre-emption upon an issuance of Stellantis common shares,

which resolution requires approval of at least two-thirds of the votes cast if less than one-half of the issued and outstanding

share capital is present or represented at the AGM. If more than one-half of the issued and outstanding share capital is present

or represented at the AGM, an absolute majority of the votes cast is required. The Articles of Association, or the AGM, may

also designate the Board of Directors to resolve to limit or exclude the rights of pre-emption in relation to the issuance of

Stellantis common shares. Pursuant to Dutch law, the designation by the AGM may be granted to the Board of Directors for a

specified period of time of not more than five years and only if the Board of Directors has also been designated or is

simultaneously designated the authority to resolve to issue Stellantis common shares. In the proposal to the AGM in respect

of the Board of Directors’ authority to resolve to limit or exclude such rights of pre-emption, the reasons for the proposal and

the choice of the intended price of issue will be explained in writing.

Repurchase of Shares

Upon agreement with the relevant shareholder, Stellantis may acquire fully paid-up shares in its own share capital at

any time for no consideration (om niet), or, subject to certain provisions of Dutch law and the Articles of Association, for

consideration if: (i) Stellantis’ shareholders’ equity less the payment required to make the acquisition does not fall below the

sum of called-up and paid-in share capital and any reserves to be maintained pursuant to Dutch law and the Articles of

Association; (ii) Stellantis would thereafter not hold a pledge over Stellantis common shares, or together with its subsidiaries,

hold Stellantis common shares with an aggregate nominal value exceeding 50 percent of Stellantis’ issued share capital; and

(iii) the Board of Directors has been authorized to do so by the AGM.

Stellantis’ equity, as shown in the last confirmed and adopted balance sheet, after deduction of the acquisition price

for shares in the share capital of Stellantis, the amount of the loans as referred to in Article 2:98c of the Dutch Civil Code and

distributions from profits or reserves to any other persons that became due by the Company and its subsidiary companies

after the date of the balance sheet, shall be decisive for purposes of items (i) and (ii) referred to in the immediately preceding

paragraph. If no annual accounts have been confirmed and adopted when more than six months have expired after the end of

any financial year, then an acquisition in reliance on the immediately preceding paragraph shall not be allowed until the

relevant annual accounts are adopted.

The acquisition of fully paid-up shares by Stellantis other than for no consideration (om niet) requires authorization

by the AGM. Such authorization may be granted to the Board of Directors for a period not exceeding 18 months and shall

specify the number of shares, the manner in which the shares may be acquired and the price range within which shares may

be acquired. The authorization is not required for the acquisition by Stellantis of shares for employees of Stellantis, or another

company of Stellantis, under a scheme applicable to such employees and no authorization is required for repurchase of shares

acquired in certain other limited circumstances in which the acquisition takes place by operation of law, such as pursuant to

mergers or demergers. In case of acquisition of shares by Stellantis for employees of Stellantis, such shares must be officially

listed on the price list of an exchange.

Stellantis may, including jointly with its subsidiaries, hold Stellantis common shares in its own capital exceeding

one-tenth of its issued and outstanding capital for no more than three years after acquisition of such Stellantis common shares

for no consideration (om niet) or in certain other limited circumstances in which the acquisition takes place by operation of

law, such as pursuant to mergers or demergers. Any Stellantis common shares held by Stellantis in excess of the amount

permitted shall transfer to all members of the Board of Directors jointly at the end of the last day of such three-year period.

Each member of the Board of Directors shall be jointly and severally liable to compensate Stellantis for the value of the

Stellantis common shares at such a time, with interest payable at the statutory rate on such shares. The term “Stellantis

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common shares” as used in this paragraph shall include depositary receipts for shares and shares in respect of which Stellantis

holds a right of pledge.

No votes may be cast at an AGM on behalf of the Stellantis common shares held by Stellantis or its subsidiaries. In

addition, no voting rights may be cast at an AGM in respect of Stellantis common shares for which depositary receipts have

been issued that are owned by Stellantis. Nonetheless, the holders of a right of usufruct or pledge in respect of shares held by

Stellantis and its subsidiaries in Stellantis share capital are not excluded from the right to vote on such shares if the right of

usufruct or pledge was granted prior to the time such shares were acquired by Stellantis or its subsidiaries. Neither Stellantis

nor any of its subsidiaries may cast votes in respect of a share on which it or its subsidiaries holds a right of usufruct or

pledge.

Reduction of Share Capital

The Stellantis common shares held in treasury by Stellantis and all issued class A special voting shares may be

cancelled, and the nominal value of shares may be reduced, with the approval of the AGM.

A resolution to reduce the share capital requires a majority of at least two-thirds of the votes cast at the AGM if less

than one-half of the issued and outstanding share capital is present or represented at the meeting. If more than one-half of the

issued and outstanding share capital is present or represented at an AGM, an absolute majority of the votes cast is required.

Class A special voting shares may be cancelled by resolution taken by a majority of at least two-thirds of the votes

cast at an AGM, subject to the approval of the meeting of holders of the class A special voting shares. Cancellation of class A

special voting shares shall take place without repayment of the nominal value of the special voting shares, and such nominal

value shall be added to the special capital reserve.

Any reduction of the nominal value of the Stellantis common shares without repayment must be made pro rata on all

common shares. Any reduction of the nominal value of the special voting shares shall take place without repayment.

A partial repayment on Stellantis common shares shall only be allowed in implementation of a resolution to reduce

the nominal value of the Stellantis common shares. Such partial repayment must be made in respect of all Stellantis common

shares on a pro rata basis. The pro rata requirement may be waived with the consent of all the holders of Stellantis common

shares.

Any proposal for a cancellation or reduction of nominal value is subject to general requirements of Dutch law with

respect to reductions of share capital.

Transfer of Shares

In accordance with the provisions of Dutch law, pursuant to Article 13 of the Articles of Association, the transfer of

Stellantis common shares or the creation of a right in rem in such shares requires a deed intended for that purpose and, save

when Stellantis is a party to the deed, written acknowledgment by Stellantis of the transfer.

Common shares that have been entered into DTC’s book-entry system will be registered in the name of Cede & Co.

as nominee for DTC and transfers of beneficial ownership of shares held through DTC will be effected by electronic transfer

made by DTC participants. Article 13 of the Articles of Association does not apply to the trading of such Stellantis common

shares on a regulated market or the equivalent of a regulated market.

Transfers of shares held outside of (i) DTC or another direct registration system maintained by Computershare Trust

Company, N.A., Stellantis’ transfer agent in New York, (ii) Monte Titoli S.p.A. or (iii) Euroclear France (collectively, the

“Regular Trading Systems”) and not represented by certificates are effected by a deed intended for that purpose (including a

stock transfer instrument) and, save where Stellantis is a party to the deed, require written acknowledgement by Stellantis.

Transfer of common shares for which registered certificates have been issued is effected by presenting and surrendering the

certificates to the transfer agent. A valid transfer requires the registered certificates to be properly endorsed for transfer as

provided for in the certificates and accompanied by proper instruments of transfer and stock transfer tax stamps for, or funds

to pay, any applicable stock transfer taxes. Stellantis may acknowledge the transfer by making an annotation on such

certificate as proof of the acknowledgement or by replacing the surrendered certificate by a new share certificate registered in

the name of the transferee.

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Stellantis common shares are freely transferable. The Stellantis common shares registered in the Loyalty Register

pursuant to Stellantis’ loyalty voting structure and special voting shares are subject to the transfer restrictions described under

“—AGM and Voting Rights—General Meetings and —Loyalty Voting Structure—Terms and Conditions of the Special

Voting Shares—Withdrawal of Special Voting Shares”.

Exchange Controls and Other Limitations Affecting Shareholders

Under Dutch law, there are no exchange control restrictions on investments in, or payments on, Stellantis common

shares. There are no special restrictions in the Articles of Association or Dutch law that limit the right of shareholders who

are not citizens or residents of the Netherlands to hold or vote Stellantis common shares.

Annual Accounts and Independent Auditor

Stellantis’ financial year is the calendar year. Within four months after the end of each financial year, the Board of

Directors shall prepare and publish the annual accounts, consisting of a balance sheet, a profit and loss account and

explanatory notes and which must be accompanied by an annual report and an auditor’s report, alongside any other

information that would need to be made public in accordance with the applicable provisions of law and the requirements of

any stock exchange on which Stellantis common shares are listed. Stellantis shall make such annual accounts, annual report,

and auditor’s report available for inspection at Stellantis’ office. All members of the Board of Directors are required to sign

the annual accounts and in case the signature of any member is missing, the reason for this must be stated. The annual

accounts are to be adopted by the AGM. The annual accounts, the annual report and independent auditor’s report are made

available through Stellantis’ website to the shareholders for review as from the day of the notice convening the AGM. If it is

justified in view of Stellantis’ activities or the international structure of its Company, as determined by the Board of

Directors, Stellantis’ annual accounts or its consolidated accounts may be prepared in a foreign currency.

Payment of Dividends

Stellantis may make distributions to the shareholders and other persons entitled to distributions only to the extent

that its shareholders’ equity exceeds the sum of the paid-up and called-up portion of the share capital and the reserves that

must be maintained in accordance with Dutch law and the Articles of Association. No distribution of profits or other

distributions may be made to Stellantis itself for shares that Stellantis holds in its own share capital.

Stellantis may make a distribution of profits to the shareholders after the adoption of its statutory annual accounts.

The Board of Directors, or the AGM upon a proposal of the Board of Directors, may resolve to make distributions from

Stellantis’ share premium reserve or from any other reserve (other than the special capital reserve), provided that payments

from reserves other than the Special Voting Shares Dividend Reserve may only be made to holders of Stellantis common

shares.

Holders of special voting shares shall not receive any dividends in respect of the special voting shares; however,

Stellantis shall maintain a separate dividend reserve for the special voting shares (“Special Voting Shares Dividend Reserve”)

for the sole purpose of the allocation of the mandatory minimal profits that accrue to the special voting shares (as further

described under “—Loyalty Voting Structure —AGM and —Voting Rights—General Meetings”). A distribution from the

Special Voting Shares Dividend Reserve or the (partial) release of the Special Voting Shares Dividend Reserve, shall require

a prior proposal from the Board of Directors and a subsequent resolution of the meeting of holders of special voting shares,

and shall be made exclusively to the holders of special voting shares in proportion to the aggregate nominal value of their

special voting shares.

From the profits shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of Directors

may determine. The profits remaining thereafter shall first be applied to allocate and add to the Special Voting Shares

Dividend Reserve an amount equal to one percent of the aggregate nominal amount of all special voting shares outstanding at

the end of the financial year to which the annual accounts pertain. The special voting shares shall not carry any other

entitlement to the profits.

Insofar as the profits have not been distributed or allocated to the reserves, they may, by resolution of the AGM, be

distributed as dividends on the Stellantis common shares only. The Board of Directors may resolve that distributions will be

made payable either in Euro or in another currency. The Board of Directors, or the AGM upon a proposal by the Board of

Directors, may resolve that a distribution will, wholly or partially, be made other than in cash, including in the form of

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Stellantis common shares or shares in another listed company, provided that, in case of a distribution in the form of Stellantis

common shares, the Board of Directors has been designated as the body competent to pass a resolution for the issuance of

shares.

The Board of Directors will have the power to declare one or more interim dividends or other distributions, subject

to certain provisions of Dutch law and certain conditions set forth in the Articles of Association.

Dividends and other distributions will be made payable in the manner and at such date(s) as the Board of Directors

or the AGM upon a proposal by the Board of Directors will determine.

The right to dividends and distributions shall lapse if the dividends or distributions are not claimed within five years

following the day after the date on which they first became payable. Any dividends or other distributions made in violation of

the Articles of Association or Dutch law shall have to be repaid by the shareholders who knew, or should have known, of

such violation.

Information on the payment of dividends is contained in the section “OTHER INFORMATION” elsewhere in this

report.

Amendments to the Articles of Association, including Variation of Rights

A resolution of the AGM to amend the Articles of Association or to wind up Stellantis may be approved only if

proposed by the Board of Directors and approved by a vote of an absolute majority of the votes cast, provided that a

resolution to amend Stellantis’ corporate seat and/or place of effective management will require a majority of at least two-

thirds of the votes cast.

The rights of shareholders may be changed only by amending the Articles of Association in compliance with Dutch

law, provided that rights specific to nominating shareholders set out in the Articles of Association cannot be amended without

the prior written approval of such shareholder.

Dissolution and Liquidation

The AGM may resolve to dissolve Stellantis upon a proposal of the Board of Directors thereto. In the event of

dissolution, Stellantis will be liquidated in accordance with Dutch law and the Articles of Association and the liquidation

shall be arranged by the members of the Board of Directors, unless the AGM appoints other liquidators. The AGM will

appoint, and decide on the remuneration of, the liquidators. During liquidation, the provisions of the Articles of Association

will remain in force as long as possible.

If Stellantis is dissolved and liquidated, whatever remains of Stellantis’ equity after all its debts have been

discharged shall first be applied to distribute the aggregate balance of share premium reserves and other reserves (other than

the Special Voting Shares Dividend Reserve) to holders of Stellantis common shares in proportion to the aggregate nominal

value of Stellantis common shares held by each holder; secondly, from any balance remaining, an amount equal to the

aggregate amount of the nominal value of Stellantis common shares will be distributed to the holders of Stellantis common

shares in proportion to the aggregate nominal value of Stellantis common shares held by each of them; thirdly, from any

balance remaining, an amount equal to the aggregate amount of the Special Voting Shares Dividend Reserve will be

distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special voting shares

held by each of them; fourthly, from any balance remaining, the aggregate amount of the nominal value of the special voting

shares will be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special

voting shares held by each of them; and, lastly, any balance remaining will be distributed to the holders of Stellantis common

shares in proportion to the aggregate nominal value of Stellantis common shares held by each of them.

Liability of Directors

Under Dutch law, the management of a company with a one-tier board structure like Stellantis is a joint undertaking

and each member of the Board of Directors can be held jointly and severally liable to Stellantis for damages in the event of

improper or negligent performance of his or her duties. Furthermore, members of the Board of Directors can be held liable to

third parties based on tort pursuant to certain provisions of the Dutch Civil Code. All Directors are jointly and severally liable

for failure of one or more Directors. However, an individual Director may be exempted from liability if he or she proves that

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he or she cannot be held culpable for the mismanagement and that he or she has not been negligent in seeking to prevent the

consequences of the mismanagement. In this regard a Director may, however, refer to the allocation of tasks between the

Directors. In certain circumstances, Directors may incur additional specific civil and criminal liabilities.

Election and Removal of Directors

Any Director may be suspended or dismissed at any time by resolution of the AGM. A resolution of the AGM to

suspend or dismiss a Director appointed upon a binding nomination will require a majority of at least two-thirds of the votes

cast, with such two-thirds majority of the votes cast representing more than half of the issued and outstanding share capital,

unless the person who made the binding nomination for such Director supports the suspension or dismissal (as the case may

be), in which case an absolute majority of the votes cast is required.

Loyalty Voting Structure

Stellantis adopted the loyalty voting structure as summarized below on January 17, 2021.

Shareholders of Stellantis may at any time elect to participate in the loyalty voting structure by requesting that

Stellantis registers all or some of their common shares in a separate register (the “Loyalty Register”). The registration of

common shares in the Loyalty Register blocks such shares from trading in the Regular Trading Systems. If such number of

common shares (the “Electing Common Shares”) have been registered in the Loyalty Register (and thus blocked from trading

in the Regular Trading Systems) for an uninterrupted period of three years in the name of the same shareholder (such a share

a “Qualifying Common Share”), the relevant shareholder becomes eligible to receive one class A special voting share for

each Qualifying Common Share. If, at any time, such common shares are de-registered from the Loyalty Register for

whatever reason, the relevant shareholder shall lose its entitlement to hold a corresponding number of special voting shares.

From January 17, 2021, shareholders will only be able to receive class A special voting shares and not class B special voting

shares. Class B special voting shares were created at the Governance Effective Time in order to be held by FCA shareholders

(other than Exor) who held FCA special voting shares prior to such time. In December 2022 all class B special voting shares

were exchanged for class A special voting shares in accordance with the Terms and Conditions of Special Voting Shares. On

June 20, 2024, the remaining number of class B special voting shares was cancelled in accordance to the resolution adopted

by the AGM on April 16, 2024.

A holder of Electing Common Shares or Qualifying Common Shares may at any time request the de-registration of

some or all of the number of such shares from the Loyalty Register, which will allow such shareholder to freely trade such

common shares. From the moment of such a request, the holder of Electing Common Shares or Qualifying Common Shares

shall be considered to have waived his or her rights to cast any votes associated with such special voting shares to be de-

registered from the Loyalty Register. Upon the de-registration from the Loyalty Register, the relevant number of common

shares will therefore cease to be Electing Common Shares or Qualifying Common Shares. Any de-registration request would

automatically trigger a mandatory transfer requirement pursuant to which the relevant special voting shares will be acquired

by Stellantis for no consideration (om niet) in accordance with the Terms and Conditions of Special Voting Shares.

Stellantis common shares are freely transferable. However, any transfer or disposal of Stellantis common shares

with which special voting shares are associated would trigger the de-registration of such common shares from the Loyalty

Register and the transfer of all relevant special voting shares to Stellantis. Special voting shares are not admitted to listing and

are transferable only in very limited circumstances (including, among other things, transfers to affiliates or to relatives

through succession, donation, or other transfers, provided that the corresponding Qualifying Common Shares are also

transferred to such party, or transfers with the approval of the Board of Directors). In particular, no shareholder shall, directly

or indirectly: (a) sell, dispose of or transfer any special voting share or otherwise grant any right or interest in any special

voting share, other than as permitted pursuant to the Articles of Association or the Terms and Conditions of Special Voting

Shares; or (b) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special voting

share or any interest in any special voting share.

The purpose of the loyalty voting structure is to grant long-term shareholders an extra voting right by means of

granting a special voting share (shareholders holding special voting shares are entitled to exercise one vote for each special

voting share held and one vote for each Stellantis common share held), without entitling such shareholders to any economic

rights, other than those pertaining to the common shares. However, under Dutch law, the special voting shares cannot be

totally excluded from economic entitlements. As a result, pursuant to the Articles of Association, holders of special voting

shares are entitled to a minimum dividend, which is allocated to a separate special voting shares dividend reserve (the

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“Special Voting Shares Dividend Reserve”). A distribution from the Special Voting Shares Dividend Reserve or the (partial)

release of the Special Voting Shares Dividend Reserve will require a prior proposal from the Board of Directors and a

subsequent resolution of the meeting of holders of special voting shares. The powers to vote upon the distribution from the

Special Voting Shares Dividend Reserve and the cancellation of all class A special voting shares are the only powers that are

granted to that meeting pursuant to the Articles of Association, which can only be convened by the Board of Directors as it

deems necessary. The special voting shares do not have any other economic entitlement.

Section 11 of the Terms and Conditions of Special Voting Shares includes liquidated damages provisions intended

to discourage any attempt by holders to violate the Terms and Conditions of Special Voting Shares. These liquidated

damages provisions may be enforced by Stellantis by means of a legal action brought by Stellantis in the courts of

Amsterdam, the Netherlands. In particular, a violation of the provisions of the Terms and Conditions of Special Voting

Shares concerning the transfer of special voting shares may lead to the imposition of liquidated damages.

Pursuant to Section 13 of the Terms and Conditions of Special Voting Shares, any amendment to the Terms and

Conditions of Special Voting Shares (other than merely technical, non-material amendments) may only be made with the

approval of the shareholders at an AGM.

Special Voting Shares Foundation

Pursuant to the Articles of Association, Stichting Stellantis SVS, a Dutch foundation (stichting) (the “SVS

Foundation”) has an option right to subscribe for a number of class A special voting shares up to the number of class A

special voting shares included in the Company’s authorized share capital from time to time. This option right can only be

exercised by the SVS Foundation to facilitate the loyalty voting structure as set forth in the Articles of Association and the

Terms and Conditions of Special Voting Shares. An option right has been granted to the SVS Foundation for an unlimited

period and is intended to ensure that holders of Qualifying Common Shares in the future will receive their special voting

shares without requiring a resolution from the AGM. Under the structure of the SVS Foundation, once a shareholder of the

Company becomes entitled to receive one special voting share for each Qualifying Common Share, the Company issues such

special voting shares to the SVS Foundation pursuant to the SVS Foundation’s exercise of its option right and, thereafter, the

SVS Foundation transfers the special voting shares to such shareholder. Issuing shares to the SVS Foundation is a technical

device to ensure that special voting shares will be available for issue to eligible shareholders once such shareholders acquire

the right to the special voting shares.

Terms and Conditions of the Special Voting Shares

The Terms and Conditions of Special Voting Shares apply to the issuance, allocation, acquisition, holding,

repurchase and transfer of special voting shares in the issued share capital of Stellantis and to certain aspects of Electing

Common Shares, Qualifying Common Shares and Stellantis common shares which are registered in the Loyalty Register.

Special Capital Reserve

Stellantis will maintain a separate capital reserve for the purpose of facilitating any issuance or cancellation of

special voting shares. No distribution shall be made from the special capital reserve, except that the Board of Directors shall

be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares or (ii) re-

allocation of amounts to credit or debit the special capital reserve against or in favor of the share premium reserve.

Withdrawal of Special Voting Shares

Following a mandatory transfer to Stellantis of special voting shares after a de-registration of Qualifying Common

Shares from the Loyalty Register, Stellantis may continue to hold the special voting shares as treasury stock, but will not be

entitled to vote any such treasury stock. Alternatively, Stellantis may withdraw and cancel the special voting shares held in

treasury, as a result of which the nominal value of such shares will be allocated to the special capital reserves of Stellantis.

Stellantis may also cancel all issued and outstanding class A special voting shares subject to approval of the meeting of

holders of the class A special voting shares. Consequently, the loyalty voting feature will terminate as to the relevant

Qualifying Common Shares being deregistered from the Loyalty Register. No shareholder required to transfer special voting

shares to Stellantis pursuant to the Terms and Conditions of Special Voting Shares will be entitled to any consideration for

such special voting shares and each shareholder expressly waives any rights in that respect as a condition to participation in

the loyalty voting structure.

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Change of Control

A shareholder with common shares registered in the Loyalty Register must promptly notify Stellantis in the event of

a Change of Control with respect to such shareholder and must make a de-registration request with respect to his or her

Qualifying Common Shares or Electing Common Shares registered in the Loyalty Register. The de-registration request leads

to a withdrawal of the special voting shares as described under “—Withdrawal of Special Voting Shares”. Notwithstanding

Stellantis not receiving any such notification, it may, upon becoming aware of a Change of Control, initiate the de-

registration of the relevant shareholder’s Qualifying Common Shares or Electing Common Shares.

AGM and Voting Rights

AGM

At least one AGM shall be held every year, with such meeting to be held within six months after the close of the

financial year. The purpose of the AGM is, inter alia, the adoption of the annual accounts, the allocation of profits (including

the proposal to distribute dividends), granting discharge to Directors in respect of the performance of their duties, the

appointment of Directors, if applicable, and the discussion of any other item duly included in the agenda.

Furthermore, general meetings of shareholders shall be held as often as the Board of Directors, the Chairman, the

Senior Independent Director, or the CEO deem it necessary to hold them or as otherwise required by Dutch law (including in

the event Stellantis’ equity has decreased to an amount equal to or less than one-half of the paid-up and called-up part of

Stellantis’ issued capital, as referred to in Section 2:108a of the Dutch Civil Code), without prejudice to what is provided in

the next paragraph.

Shareholders individually or jointly representing at least ten percent of the issued share capital may request in

writing, stating the matters to be dealt with, that the Board of Directors call an AGM.

If the Board of Directors fails to take the necessary steps to ensure a meeting can be held within eight weeks, then

such shareholders may, on their application, be authorized by the interim provisions judge of the court (voorzieningenrechter

van de rechtbank) to convene an AGM. The interim provisions judge (voorzieningenrechter van de rechtbank) shall reject the

application if he or she is not satisfied that the applicants have previously requested in writing, stating the exact subjects to be

discussed, that the Board of Directors convene an AGM.

General meetings of shareholders will be held in Amsterdam or Haarlemmermeer (including Schiphol Airport), the

Netherlands, and shall be called by the Board of Directors, the Chairman, the Senior Independent Director or the CEO, in

such manner as is required to comply with the law and the applicable stock exchange regulations, no later than on the 42nd

day prior to the day of the meeting. All convocations of general meetings of shareholders and all announcements,

notifications and communications to shareholders shall be made by means of an announcement on Stellantis’ corporate

website and such an announcement shall remain accessible until the relevant AGM.

Any communication to be addressed to the AGM by virtue of Dutch law or the Articles of Association may be either

included in the notice referred to in the preceding sentence or, to the extent provided for in such notice, on Stellantis’

corporate website and/or in a document made available for inspection at the office of Stellantis and such other place(s) as the

Board of Directors shall determine. Convocations of general meetings of shareholders may be sent to shareholders entitled to

attend through the use of an electronic means of communication to the address provided by such shareholders to Stellantis for

this purpose. The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the other

information required by law and the Articles of Association. An item proposed in writing by such a number of shareholders

who, individually or in the aggregate, hold at least three percent of Stellantis’ issued share capital, will be included in the

notice or will be announced in a manner similar to the announcement of the notice, provided that Stellantis has received the

relevant request, including the reasons for putting the relevant item on the agenda, no later than the 60th day before the day of

the meeting.

Convocation, Agenda, Minutes and Attendance

The agenda of the AGM shall contain, inter alia, the following items:

(a)adoption of the annual accounts;

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(b)non-binding advisory vote on the remuneration report;

(c)discussion of the policy of Stellantis on additions to reserves and on dividends, if any;

(d)granting of discharge to the Directors in respect of the performance of their duties in the relevant financial year;

(e)if applicable, the appointment of Directors;

(f)if applicable, the proposal to pay a dividend;

(g)if applicable, discussion of any substantial change in the corporate governance structure of Stellantis; and

(h)any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with

due observance of applicable Dutch law.

The Board of Directors will provide the AGM with all requested information, unless this would be contrary to an

overriding interest of Stellantis. If the Board of Directors invokes an overriding interest, it must give reasons.

When convening an AGM, the Board of Directors shall determine that, for the purpose of Article 24 and Article 26

of the Articles of Association, persons with the right to vote or attend meetings will be considered those persons who have

these rights at the 28th day prior to the day of the meeting (the “Record Date”) and are registered as such in a register to be

designated by the Board of Directors for such purpose, irrespective of whether they will have these rights at the date of the

meeting. In addition to the Record Date, the notice of the meeting shall further state the manner in which shareholders and

other parties with meeting rights may register for the meeting, the final registration date for that AGM (which final

registration date will be the seventh day prior to the meeting unless otherwise determined by the Board of Directors (the

“Final Registration Date”)) and the manner in which the right to vote or attend the meeting can be exercised.

The AGM shall be presided over by the Chairman, or, in his absence, by the Senior Independent Director or, in the

absence of both the Chairman and the Senior Independent Director, by the person chosen by the Board of Directors to act as

chairman for such meeting. One of the persons present designated for that purpose by the chairman of the meeting shall act as

secretary and take minutes of the business transacted. The minutes shall be adopted by the chairman and secretary of the

meeting and signed by them in witness of such adoption. The minutes of the AGM shall be made available, on request, to

shareholders no later than three months after the end of the meeting, after which shareholders shall have the opportunity to

react to the minutes in the following three months. In the event an amendment to the minutes is required, the amended

minutes will then be adopted by the chairman and the secretary of the meeting and signed by them in witness of such

adoption. If an official notarial record is made of the business transacted at the meeting then minutes need not be drawn up

and it shall suffice that the official notarial record be signed by the notary.

As a prerequisite to attending the AGM and, to the extent applicable, exercising voting rights, the shareholders and

other persons entitled to attend the meeting shall be required to inform the Board of Directors in writing of their intention to

attend the AGM within the time frame mentioned in the convening notice. At the latest, this notice must be received by the

Board of Directors on the Final Registration Date. Shareholders and those permitted by Dutch law to attend the general

meetings of shareholders may choose to be represented at any meeting by a proxy duly authorized in writing, provided they

notify Stellantis in writing of their wish to be represented at such time and place as shall be stated in the notice of the

meeting. Such proxy is also authorized in writing if the proxy is documented electronically. The Board of Directors may

determine further rules concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the

meeting. The chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are

entitled to attend.

For each AGM, the Board of Directors may decide that shareholders shall be entitled to attend, address and exercise

voting rights at such a meeting through the use of electronic means of communication, provided that shareholders who

participate in the meeting are capable of being identified through the electronic means of communication and have direct

cognizance of the discussions at the meeting and the exercising of voting rights (if applicable). The Board of Directors may

set requirements for the use of electronic means of communication and state these in the convening notice. Furthermore, the

Board of Directors may, for each AGM, decide that votes cast by the use of electronic means of communication prior to the

meeting and received by the Board of Directors shall be considered to be votes cast at the meeting. Such votes may not be

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cast prior to the Record Date. The notice will state whether the foregoing provisions regarding electronic voting apply and the

procedure for exercising the electronic voting rights.

Prior to being allowed admittance to an AGM, a shareholder and each person entitled to attend the meeting, or its

attorney, shall sign an attendance list, while stating his or her name and, to the extent applicable, the number of votes to

which he or she is entitled. Each shareholder and other person attending an AGM by the use of electronic means of

communication and identified in accordance with the above shall be registered on the attendance list by the Board of

Directors. In case an attorney attends the meeting on behalf of a shareholder, or another person entitled to attend, the name(s)

of the person(s) on whose behalf the attorney is acting, shall also be stated. The chairman of the meeting may decide that the

attendance list must also be signed by other persons present at the meeting.

The chairman of the meeting may determine the time during which shareholders and others entitled to attend the

AGM may speak, if he or she considers this desirable, with a view to the orderly conduct of the meeting as well as other

procedures that the chairman considers desirable for the efficient and orderly conduct of the business of the meeting.

Stellantis is exempt from the proxy rules under the Exchange Act.

Voting Rights at General Meetings

Subject to the restrictions described under “—Voting Limitations,” every Stellantis share (whether common share or

special voting share) shall confer the right to cast one vote at an AGM. Shares in respect of which Dutch law determines that

no votes may be cast shall be disregarded for the purposes of determining the proportion of shareholders voting, present or

represented or the proportion of the share capital present or represented. All resolutions shall be passed with an absolute

majority of the votes validly cast unless otherwise specified in the Articles of Association or the Dutch Civil Code. Blank

votes shall not be counted as votes cast.

All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting

by raising hands or in another manner shall be permitted. Voting by acclamation shall be permitted if none of the

shareholders present or represented objects. No voting rights shall be exercised in the AGM for common shares owned by the

Company or by a subsidiary of the Company. However, pledgees and usufructuaries of shares owned by the Company and its

subsidiaries shall not be excluded from exercising their voting rights if the right of pledge or usufruct was created before the

shares were owned by the Company or a subsidiary. Neither the Company nor any of its subsidiaries may exercise voting

rights for shares in respect of which it holds a right of pledge or usufruct.

Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:

(a)the number of shares on which valid votes have been cast;

(b)the percentage that the number of shares as referred to under (a) represents in the issued and outstanding share

capital;

(c)the aggregate number of votes validly cast; and

(d)the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.

Voting Limitations

No shareholder, acting alone or in concert, together with votes exercised by affiliates of such shareholder or

pursuant to proxies or other arrangements conferring the right to vote, shall be able to exercise, directly or indirectly, voting

rights at an AGM reaching or exceeding the 30 percent or more of the votes that could be cast at any AGM (“Voting

Threshold”), including after giving effect to any voting rights exercisable through Stellantis special voting shares. Any voting

right reaching or exceeding the Voting Threshold shall be suspended. Furthermore, the Articles of Association provide that,

before each AGM, any shareholder that would be able to exercise voting rights reaching or exceeding the Voting Threshold

must notify Stellantis, in writing, of its shareholding and total voting rights in Stellantis and provide, upon written request by

Stellantis, within three days of such request being made, any information necessary to ascertain the composition, nature and

size of the equity interest of that person and any other person acting in concert with it. The Voting Threshold restriction (i)

may be removed following a resolution passed to that effect by the meeting of Stellantis shareholders with a majority of at

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least two-thirds of the votes cast (for the avoidance of doubt, without giving effect to any voting rights exercisable through

Stellantis special voting shares, and subject to the aforementioned Voting Threshold) and (ii) shall lapse upon any person

holding more than 50 percent of the issued Stellantis common shares (other than Stellantis special voting shares) as a result of

a public offer for Stellantis common shares.

Shareholders’ Votes on Certain Transactions

Any important change in the identity or character of Stellantis must be approved by the AGM, including (i) the

transfer to a third party of the business of Stellantis or practically the entire business of Stellantis; (ii) the entry into or

breaking off of any long-term cooperation of Stellantis or a subsidiary with another legal entity or company or as a fully

liable partner of a general partnership or limited partnership, where such entry into or breaking off is of far-reaching

importance to Stellantis; and (iii) the acquisition or disposal by Stellantis or a subsidiary of an interest in the capital of a

company with a value of at least one-third of Stellantis’ assets according to the consolidated balance sheet with explanatory

notes included in the last adopted annual accounts of Stellantis.

Meetings of Holders of Shares of a Specific Class

Meetings of holders of shares of a specific class shall be held as frequently and whenever such a meeting is required

by virtue of any statutory regulation or any provision in the Articles of Association.

Meetings of holders of shares of a specific class may be convened no later than on the sixth day before the day of

such meeting. The provisions applicable to general meetings of shareholders, except those concerning the frequency, ultimate

timing, notice period, right to put an item on the agenda and required agenda items, will apply mutatis mutandis to the

meetings of holders of shares of a specific class. See “—Voting Rights at General Meetings” and “—Voting Limitations”.

Disclosure of Holdings under Dutch Law

As a result of the listing of Stellantis common shares on Euronext Milan and Euronext Paris, pursuant to Chapter 5.3

of the Dutch Financial Markets Supervision Act (“FMSA”), which chapter is an implementation of Directive 2004/109/EC as

amended by Directive 2013/50/EU into Dutch law, any person who, directly or indirectly, acquires or disposes of an actual or

potential capital interest and/or actual or potential voting rights in Stellantis must without delay notify the AFM of such

acquisition or disposal if, as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held

by such person reaches, exceeds or falls below the following thresholds: three percent, five percent, ten percent, 15 percent,

20 percent, 25 percent, 30 percent, 40 percent, 50 percent, 60 percent, 75 percent and 95 percent (the “Notification

Thresholds”).

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must, inter

alia, be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any person; (ii) shares

and/or voting rights held (or, acquired or disposed of) by such person’s controlled entities or by a third party for such

person’s account; (iii) voting rights held (or acquired or disposed of) by a third party with whom such person has concluded

an oral or written voting agreement; (iv) voting rights acquired pursuant to an agreement providing for a temporary transfer

of voting rights in consideration for a payment; and (v) shares which such person, or any controlled entity or third party

referred to above, may acquire pursuant to any option or other right to acquire shares.

As a consequence of the above, special voting shares must be added to Stellantis common shares for the purposes of

the above thresholds.

For the purpose of calculating the percentage of capital interest or voting rights, the following instruments qualify as

“shares”: (i) common shares or special voting shares; (ii) depositary receipts for shares (or negotiable instruments similar to

such receipts); (iii) negotiable instruments for acquiring the instruments under (i) or (ii) (such as convertible bonds); and (iv)

options for acquiring the instruments under (i) or (ii).

Controlled entities (within the meaning of the FMSA) do not themselves have notification obligations under the

FMSA as their direct and indirect interests are attributed to their (ultimate) parent. If a person who has a three percent or

larger interest in Stellantis’ share capital or voting rights ceases to be a controlled entity it must immediately notify the AFM

and all notification obligations under the FMSA will become applicable to such former controlled entity.

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Special rules apply to the attribution of shares and/or voting rights which are part of the property of a partnership or

other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject to notification

obligations if such person has, or can acquire, the right to vote on the shares. The acquisition of (conditional) voting rights by

a pledgee or beneficial owner may also trigger notification obligations as if the pledgee or beneficial owner were the legal

holder of the shares and/or voting rights.

Furthermore, when calculating the percentage of capital interest, a person is also considered to be in possession of

shares if (i) such person holds a financial instrument the value of which is (in part) determined by the value of the shares or

any distributions associated therewith and which does not entitle such person to acquire any shares; (ii) such person may be

required to purchase shares on the basis of an option; or (iii) such person has concluded another contract whereby such person

acquires an economic interest comparable to that of holding a share.

If a person’s capital interest and/or voting rights reaches, exceeds, or falls below the above-mentioned thresholds as

a result of a change in Stellantis’ issued and outstanding share capital or voting rights, such person is required to make a

notification not later than on the fourth trading day after the AFM has published Stellantis’ notification as described below.

The notification to the AFM should indicate whether the interest is held directly or indirectly, and whether the

interest is an actual or a potential interest.

In addition, each person who is or ought to be aware that, as a result of the exchange of certain financial instruments,

such as options for shares, his or her actual capital or voting interest in Stellantis, reaches, exceeds or falls below any of the

Notification Thresholds, vis-à-vis his or her most recent notification to the AFM, must give notice to the AFM no later than

the fourth trading day after he or she became or ought to be aware of this change.

Stellantis is required to notify the AFM promptly of any change of one percent or more in its issued share capital or

voting rights since a previous notification. Other changes in Stellantis’ issued share capital or voting rights must be notified to

the AFM within eight days after the end of the quarter in which the change occurred.

In addition to the above-described notification obligations pertaining to capital interest or voting rights, pursuant to

Regulation (EU) No. 236/2012, notification must be made to the AFM of any net short position of 0.2 percent in the issued

share capital of Stellantis and of every subsequent 0.1 percent above this threshold. Notifications starting at 0.5 percent and

every subsequent 0.1 percent above this threshold will be made public via the short selling register of the AFM. To calculate

whether a natural person or legal person has a net short position, their short positions and long positions must be set off. A

short transaction in a share can only be contracted if a reasonable case can be made that the shares sold can actually be

delivered, which requires confirmation of a third party that the shares have been located. Furthermore, gross short positions

are required to be notified in the event that a threshold is reached, exceeded, or fallen below. With regard to gross short

positions, the same disclosure thresholds as for holders of capital interests and/or voting rights apply, without any set-off

against long positions.

The AFM keeps a public register of all notifications made pursuant to these disclosure obligations and publishes any

notification received which can be accessed via www.afm.nl. The notifications referred to in this paragraph should be made

through the online notification system of the AFM.

Non-compliance with these disclosure obligations is an economic offense and may lead to criminal prosecution. The

AFM may impose administrative penalties for non-compliance and may publish the imposed penalties. In addition, a civil

court can impose measures against any person that fails to notify or incorrectly notifies the AFM of matters required to be

notified. A claim requiring that such measures be imposed may be instituted by Stellantis and/or by one or more shareholders

who alone or together with others represent at least three percent of the issued and outstanding share capital of Stellantis or

are able to exercise at least three percent of the voting rights. The measures that the civil court may impose include:

•an order requiring appropriate disclosure;

•suspension of the right to exercise the voting rights for a period of up to three years as determined by the court;

•voiding a resolution adopted by the AGM, if the court determines that the resolution would not have been

adopted but for the exercise of the voting rights of the person with a duty to disclose, or suspension of a

resolution adopted by the AGM until the court makes a decision about such voiding; and

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•an order to refrain, during a period of up to five years as determined by the court, from acquiring shares and/or

voting rights in Stellantis.

Shareholders are advised to consult with their own legal advisers to determine whether the disclosure obligations

apply to them.

Mandatory Bid Requirement

Under Dutch law, any person who, acting alone or in concert with others, directly or indirectly acquires 30 percent

or more of Stellantis’ voting rights will be required to launch a public offer for all outstanding shares in Stellantis’ share

capital for a fair purchase price determined by law. A fair price is considered a price which is equal to the highest price paid

by such person or the persons acting in concert with it for Stellantis’ shares in the year prior to the announcement of the offer

or, in the absence of such a purchase, the average share price of Stellantis’ shares in the year prior to the announcement of the

offer. At the request of the offeror, Stellantis, or any of the Stellantis shareholders, the Enterprise Chamber of the Court of

Appeal in Amsterdam (Ondernemingskamer van het Gerechtshof te Amsterdam) (the “Dutch Enterprise Chamber”) may

determine a different fair price. If a 30 percent shareholder fails to make a public offer, the Dutch Enterprise Chamber may

require such shareholder to do so upon the request of, among others, Stellantis or any of the Stellantis shareholders.

Dutch Financial Reporting Supervision Act

On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving, or the

“FRSA”), the AFM supervises the application of financial reporting standards by, amongst others, companies whose

corporate seat is in the Netherlands and whose securities are listed on a regulated Dutch or foreign stock exchange.

Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Stellantis regarding its

application of the applicable financial reporting standards and thereafter (ii) make informal arrangements with the Company

that must be observed in the future or make a notification to the Company that its financial reports do not meet the applicable

financial reporting standards, which notification may be accompanied by a recommendation to the Company to issue a press

release on the subject matter. If we do not adequately comply with such a request or recommendation, the AFM may request

that the Enterprise Chamber order us to (i) provide an explanation of the way we have applied the applicable financial

reporting standards to our financial reports; or (ii) prepare our financial reports in accordance with the Enterprise Chamber’s

instructions.

Compulsory Acquisition

Pursuant to article 2:92a of the Dutch Civil Code, a shareholder who, for its own account, holds at least 95 percent

of the issued share capital of Stellantis may institute proceedings against the other shareholders jointly for the transfer of their

shares to it. The proceedings are held before the Dutch Enterprise Chamber and can be instituted by means of a writ of

summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil

Procedure. The Dutch Enterprise Chamber may grant the claim for the squeeze-out in relation to all minority shareholders

and will determine the price to be paid for the shares, if necessary, after appointment of one to three expert(s) who will offer

an opinion to the Dutch Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the

order to transfer becomes final before the Dutch Enterprise Chamber, the person acquiring the shares must give written notice

of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to it.

Unless the addresses of all of them are known to it, it must also publish the same in a Dutch daily newspaper with a national

circulation. A shareholder can only appeal against the judgment of the Dutch Enterprise Chamber before the Dutch Supreme

Court.

In addition, pursuant to article 2:359c of the Dutch Civil Code, following a public offer, a holder of at least 95

percent of the issued share capital and of voting rights of Stellantis has the right to require the minority shareholders to sell

their shares to it. Any such request must be filed with the Dutch Enterprise Chamber within three months after the end of the

acceptance period of the public offer. Conversely, pursuant to article 2:359d of the Dutch Civil Code, each minority

shareholder has the right to require the holder of at least 95 percent of the issued share capital and the voting rights of

Stellantis to purchase its shares in such a case. The minority shareholder must file such a claim with the Dutch Enterprise

Chamber within three months after the end of the acceptance period of the public offer.

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Disclosure of Trades in Listed Securities

Pursuant to the FMSA, each member of the Board of Directors must notify the AFM:

•within two weeks after his or her appointment of the number of shares he or she holds and the number of votes

he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital; and

•subsequently of each change in the number of shares he or she holds and of each change in the number of votes

he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital, immediately after the

relevant change.

Furthermore, pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April

2014 (as amended and supplemented, the “Market Abuse Regulation”), each of the members of the Board of Directors and

any other person discharging managerial responsibilities within Stellantis and who in that capacity is authorized to make

decisions affecting the future developments and business prospects of Stellantis and has regular access to inside information

relating, directly or indirectly, to Stellantis (each, a “PDMR”) must notify the AFM of all transactions, conducted or carried

out for his or her own account, relating to Stellantis common shares, special voting shares or financial instruments the value

of which is (in part) determined by the value of Stellantis common shares or special voting shares.

In addition, persons that are closely associated with members of the Board of Directors or any of the other PDMRs

must notify the AFM of all transactions conducted for their own account relating to Stellantis’ shares or financial instruments,

the value of which is (in part) determined by the value of Stellantis’ shares. The Market Abuse Regulation designates the

following categories of persons: (i) the spouse or any partner considered by applicable law as equivalent to the spouse; (ii)

dependent children; (iii) other relatives who have shared the same household for at least one year as of the relevant

transaction date; and (iv) any legal person, trust or partnership, among other things, whose managerial responsibilities are

discharged by a member of the board of directors or any other PDMR or by a person referred to under (i), (ii) or (iii) above.

The notifications pursuant to the Market Abuse Regulation described above must be made to the AFM no later than

the third business day following the relevant transaction date by means of a standard form. Such notifications under the

Market Abuse Regulation may however be postponed until the date that the value of the transactions carried out on a person’s

own account, together with the transactions carried out by the persons associated with that person, reaches, or exceeds the

amount of €5,000 in the calendar year in question. Any subsequent transaction must be notified as set forth above. The AFM

keeps a public register of all notifications made pursuant to the FMSA and the Market Abuse Regulation.

Non-compliance with these reporting obligations could lead to criminal penalties, administrative fines, cease-and-

desist orders (and the publication of such penalties, fines and orders), imprisonment or other sanctions.

Shareholder Disclosure and Reporting Obligations under U.S. Law

Holders of Stellantis common shares are subject to certain U.S. reporting requirements under the Exchange Act for

shareholders owning more than five percent of any class of equity securities registered pursuant to Section 12 of the

Exchange Act. Among the reporting requirements are disclosure obligations intended to keep investors aware of any plans or

proposals that may lead to a change of control of an issuer.

If Stellantis were to fail to qualify as a foreign private issuer in the future, Section 16(a) of the Exchange Act would

require Stellantis’ directors and executive officers, and persons who own more than ten percent of a registered class of

Stellantis’ equity securities, to file reports of ownership of, and transactions in, Stellantis’ equity securities with the SEC.

Such directors, executive officers and ten percent stockholders would also be required to furnish Stellantis with copies of all

Section 16 reports they file.

Disclosure Requirements under Italian law and European Union law

Further disclosure requirements apply to Stellantis under Italian law and French law by virtue of the listing of

Stellantis’ shares on Euronext Milan and Euronext Paris, respectively. Summarized below are the most significant

requirements to be complied with by Stellantis in connection with the admission to trading of Stellantis common shares on

Euronext Milan and the admission to listing and trading on Euronext Paris. The breach of the obligations described below

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may result in the application of fines and criminal penalties (including, for instance, those provided for insider trading and

market manipulation).

In particular, the following main disclosure obligations will apply to Stellantis:

•The following articles of Legislative Decree no. 58/1998, or the Italian Financial Act (as well as the

implementing regulations enacted by the Commissione Nazionale per le Società e la Borsa (“CONSOB”)

thereunder) effective as of the date of this report: article 92 (equal treatment principle), article 113-ter (general

provisions on regulated disclosures), article 114 (information to be provided to the public), article 114-bis

(information concerning the allocation of financial instruments to corporate officers, employees and

collaborators), article 115 (information to be disclosed to CONSOB upon the authority’s request), articles 180

through 187-quaterdecies (relating to insider trading and market manipulation) and article 193 (fines for breach

of disclosures duties);

•the General Regulation of the Autorité des Marchés Financiers (“AMF”), article 223-16 (obligation to disclose

on a monthly basis the total number of shares and voting rights comprising Stellantis’ share capital if these

numbers have changed compared to the most recently disclosed numbers) and article 223-20 (obligation to file

with the AMF certain changes to the Articles of Association). The information required to be published in

France may be published in French or English; and

•the applicable law concerning market abuse and, in particular, article 7 (“Inside Information”), article 17 (Public

disclosure of Inside Information), article 18 (Insider lists) and article 19 (Managers’ transactions) of the Market

Abuse Regulation, as well as implementing regulations promulgated thereunder.

In addition to the above, the applicable provisions set forth under the market rules (including those relating to the

timing for the payment of dividends and relevant “ex date” and “record date”) will apply to Stellantis.

The foregoing is based on the current legal framework and, therefore, it may vary following any subsequent

regulatory changes adopted by the concerned member states and competent authorities.

Disclosure of Inside Information - Article 17 of the Market Abuse Regulation

Pursuant to the Market Abuse Regulation, Stellantis has to disclose to the public, without delay, any inside

information which: (i) is of a precise nature; (ii) has not been made public; (iii) directly concerns Stellantis; and (iv) if it were

made public, would be likely to have a significant effect on the prices of Stellantis’ financial instruments (as such term is

defined under the Market Abuse Regulation) or on the price of related derivative financial instruments (the “Inside

Information”). In this regard:

•information is deemed to be of a precise nature if: (a) it indicates a set of circumstances which exists or which

may reasonably be expected to come into existence, or an event which has occurred, or which may reasonably

be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the possible effect of

that set of circumstances or event on the prices of the financial instruments (e.g. Stellantis’ common shares) or

the related derivative financial instrument. In this respect, in the case of a protracted process that is intended to

bring about, or that results in, particular circumstances or a particular event, those future circumstances or that

future event, and also the intermediate steps of that process which are connected with bringing about or

resulting in those future circumstances or that future event, may be deemed to be information of precise nature;

and

•information which, if it were made public, would be likely to have a significant effect on the prices of financial

instruments or the related derivative financial instruments means information a reasonable investor would be

likely to use as part of the basis of his or her investment decisions.

An intermediate step in a protracted process is deemed to be inside information if, by itself, it satisfies the criteria of

Inside Information as referred to above.

The above disclosure requirement has to be complied with through the publication of a press release by Stellantis in

accordance with the Market Abuse Regulation and Dutch, Italian and French law, which discloses to the public the relevant

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Inside Information. In addition, any Inside Information disseminated by Stellantis in any jurisdiction is required to be made

public in a manner that permits full and prompt access to, and correct and timely evaluation of, such information by the

public in compliance with the Market Abuse Regulation.

Under specific circumstances, the AFM, CONSOB and the AMF may request Stellantis and/or its main shareholders

to disclose to the public, or provide, specific information or documentation. For this purpose, the AFM, CONSOB and the

AMF have broad powers under applicable EU regulations, as well as Italian and French law, to, among other things, carry out

inspections or investigations or request information from the members of the Board of Directors or the external auditors.

Stellantis may, under its own responsibility, delay disclosure to the public of Inside Information provided that all of

the following conditions are met: (a) immediate disclosure is likely to prejudice the legitimate interests of Stellantis; (b) delay

of disclosure is not likely to mislead the public; and (c) Stellantis is able to ensure the confidentiality of that information.

In the case of a protracted process that occurs in stages and that is intended to bring about, or that results in, a

particular circumstance or a particular event, Stellantis may under its own responsibility delay the public disclosure of Inside

Information relating to this process, subject to the conditions set forth under (a), (b) and (c) above.

Insiders’ List - Article 18 of the Market Abuse Regulation

Stellantis, as well as persons acting on its behalf or on its account, are required to draw up and keep regularly

updated, a list of all persons who have access to Inside Information and who are working for them under a contract of

employment, or otherwise performing tasks pursuant to which they have access to Inside Information, such as advisers,

accountants, or credit rating agencies (the “insider list”).

Stellantis, or any person acting on its behalf or on its account, is required to take all reasonable steps to ensure that

any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions

applicable to insider dealing and unlawful disclosure of Inside Information.

Prohibition on Insider Dealing – Article 14 of the Market Abuse Regulation

It is prohibited for any person to make use of Inside Information by acquiring or disposing of, for its own account or

for the account of a third party, directly or indirectly, financial instruments to which that information relates, as well as an

attempt to do so (“insider dealing”). The use of Inside information by cancelling or amending of an order concerning a

financial instrument also constitutes insider dealing. In addition, it is prohibited for any person to disclose Inside Information

to anyone else (except where the disclosure is made strictly as part of the person’s regular duty or function) or, whilst in

possession of Inside Information, recommend or induce anyone to acquire or dispose of financial instruments to which the

information relates. Furthermore, it is prohibited for any person to engage in or attempt to engage in market manipulation, for

instance by conducting transactions which could lead to an incorrect or misleading signal of the supply of, the demand for or

the price of a financial instrument.

Prohibition to Trade During Closed Periods – Article 19 of the Market Abuse Regulation

A PDMR is not permitted to (directly or indirectly) conduct any transactions on its own account or for the account of

a third party, relating to shares or debt instruments of the Company or other financial instruments linked thereto, during a

closed period of 30 calendar days before the announcement of an annual or semi-annual financial report of the Company.

Transparency Directive

The Netherlands is the Company’s home member state for the purposes of Directive 2004/109/EC of the European

Parliament and of the Council of 15 December 2004 (as amended by Directive 2013/50/EU of the European Parliament and

of the Council of 22 October 2013) as a consequence of which the Company will be subject to the FMSA in respect of certain

ongoing transparency and disclosure obligations.

Public Tender Offers

Certain rules provided for under Italian law with respect to both voluntary and mandatory public tender offers will

apply to any offer launched for Stellantis common shares. In particular, among other things, the provisions concerning the

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tender offer price and the procedure, including the obligation to communicate the decision to launch a tender offer, the

content of the offer document and the disclosure of the tender offer will be supervised by CONSOB and will be subject to

Italian law.

Stellantis Policies

On January 17, 2021, the Board of Directors approved an amended insider trading policy, as described further below

under “—Insider Trading Policy”.

The Board of Directors approved the Stellantis Code of Conduct on March 2, 2021, as further described below. In

addition, as provided for by the Dutch Corporate Governance Code and required by the Dutch Gender Diversity Act, the

Board of Directors has adopted the profile of the non-Executive Directors, a policy of bilateral contacts with shareholders,

and a policy on diversity in the composition of the Board of Directors.

In 2024 the Board of Directors approved certain revisions to the Profile of non-Executive Directors in order to

provide criteria for the selection and appointment of the non-executive director for Employee Engagement.

Code of Conduct

The Code is a pillar of the integrity system, regulating the decision-making processes and operating approach of the

Company and its employees in the interests of stakeholders. Integrity is regarded as a source of competitiveness, a foundation

of the Company’s sustainable growth and the way to build day after day Stellantis’ reputation as a Company that customers,

the workforce and stakeholders can trust and rely on. The Code sets the ethical principles of integrity that will guide the

Company and its workforce ensuring compliance with laws, regulations, and best practices.

The Code applies to the members of the Board of Directors, officers and to all full-time or part-time employees,

temporary workers, and contract workers. Stellantis also expects its stakeholders, including suppliers, dealers, distributors,

and joint venture partners, to act with integrity and in accordance with the Code.

The Code focuses on four main areas:

(a)protection of the Stellantis workforce;

(b)the way Stellantis conducts business;

(c)Stellantis’ interaction with external parties; and

(d)protection of Stellantis assets and information.

On February 12, 2024, the Code was revised and updated to incorporate recent benchmarking and best practices.

The revisions primarily focus on emphasizing Stellantis' commitment to human rights through a dedicated paragraph,

providing up-to-date and relevant examples, increasing the visibility of the Integrity Helpline, and enhancing the section that

addresses managers' and employees' responsibilities.

The Code is supplemented by a set of policies and procedures that will be reviewed on an annual basis for the

applicability and effectiveness.

Members of the workforce have the responsibility to become familiar with the Code, abide by it, and report any

conduct that they believe may be in violation of its principles. A company-wide reporting hotline known as the Integrity

Helpline, available 24/7 wherever permitted by law, allows employees, suppliers, clients, and other stakeholders to:

(a) report any concerns about situations inconsistent with our Code;

(b) report any concerns regarding vehicle safety, emissions, or regulatory compliance;

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(d) ask a question concerning the Code.

Retaliation against anyone who reports a matter in good faith is strictly prohibited and will be subject to disciplinary

action up to including termination.

Stellantis closely monitors the effectiveness of and compliance with the Code through appropriate governance and

oversight by the Ethics and Compliance Committee and implementation of the Company’s compliance roadmap, which is the

result of, among other things, an analysis and investigation of the allegations made in the Integrity Helpline, benchmarking,

risk assessments, and auditing. On a regular basis, the Chief Audit and Compliance Officer informs the CEO, or the executive

director appointed to temporarily assist the Board, pursuant to Article 20. 11 of the Company's Articles of Association, in the

management of the Company with full powers and authority, and the Audit Committee on the major findings. For all Code

violations, remedial actions taken are commensurate with the seriousness of the case and comply with local legislation.

The Stellantis Code of Conduct and the Stellantis Integrity Helpline are available in the Governance section of the

Company’s website at https://www.stellantis.com/en/group/governance/corporate-regulations.

Insider Trading Policy

The insider trading policy was initially adopted on October 10, 2014, by the Board of Directors of Fiat Investments

and subsequently amended and revised by the Board of Directors of FCA to improve its effectiveness and scope. On January

17, 2021, the Board of Directors amended the policy in connection with the listing of Stellantis’ common shares on Euronext

Paris. The insider trading policy sets forth guidelines and recommendations to all Directors, officers, and employees of the

Company with respect to transactions in the Company’s securities. This policy, which also applies to immediate family

members and members of the households of persons covered by the policy, is reasonably designed to promote compliance

with applicable insider trading laws, rules and regulations, and any listing standards applicable to the registrant.

Diversity and Inclusion Policy for the Composition of the Board of Directors

On February 22, 2022, the Board of Directors adopted a diversity policy for the Board of Directors in accordance

with the Dutch Corporate Governance Code and the Dutch Gender Diversity Act (the “Policy”). On September 25, 2023 the

Board of Directors updated the Policy in accordance with the Dutch Corporate Governance Code as adopted on December

20, 2022 (and effective as of January 1, 2023). Members of the Board of Directors are selected on the basis of professional

and personal qualifications in a manner designed to ensure sufficiently diverse and complementary skills to enable these

members to oversee the Company’s strategy. The members’ skills relate to their specific operational experiences or their

experience as a member of the board of other corporations overseeing major challenges. Members of the Board of Directors

and its committees are selected on the basis of expertise, experience, personal qualities, age, sex or gender identity,

nationality and personal background, as the Company vies this as an important means of promoting debate, balanced

decision-making, and independent actions of the Board of Directors.

A combination of skills and experience is fundamental to the proper functioning of the Board of Directors. The size,

complexity, and product offerings of the sectors in which the Company operates, and the geographic spread of its businesses,

require that members of the Board of Directors have a broad and diverse mix of skills and backgrounds. International

experience and an understanding of industrial and financial sectors are also reflected in the Board of Directors membership.

There is an overriding emphasis based on on merit when nominating candidates to fill vacancies of the Board of

Directors but within that scope, the following aspects are applied: expertise, experience, competencies, personal qualities,

age, sex or gender identity, nationality and cultural or other background. The Company considers each of these aspects key

drivers achieve a sufficient variety of views and the expertise needed for a proper understanding of current affairs and longer-

term risks and opportunities related to the Company's business. The Board of Directors and its ESG Committee also consider

such factors when evaluating nominees for election to the Board of Directors and during the annual performance assessment

process.

The objectives of this Policy, with an overriding emphasis based on merit, is that: a) at least 40 percent of the seats

of the Board of Directors (calculated as specified in Directive (EU) 2022/2381) are occupied by women; b) the nationality of

the members of the Board of Directors shall be reasonably consistent with the geographic footprint of Stellantis’ business and

no nationality should count for more than 60 percent of the members of the Board of Directors; and c) the age of the members

of the Board of Directors should be more diverse by having one or more members of the Board of Directors aged under 50 at

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the day of their nomination. The first objective was met in April 2024 and the second and third objectives have been met

since the creation of Stellantis. It being understood that in the selection of a candidate on the basis of the defined criteria,

rules, and generally accepted principles of non-discrimination are taken into account.

Following the resolutions adopted by the AGM held on April 16, 2024, the Company has 40 percent of female

Board Members, meeting the objectives of the EU Directive 2022/2381 in terms of gender balance among directors of listed

companies.

Compliance with Dutch Corporate Governance Code

The Dutch Corporate Governance Code contains principles and best practice provisions that regulate, among other

things, relations between the Board of Directors and the shareholders (including the AGM). The Dutch Corporate

Governance Code is divided into five chapters which address the following topics: (i) sustainable long-term value creation;

(ii) effective management and supervision; (iii) remuneration; (iv) the AGM; and (v) one-tier governance structure.

Dutch companies whose shares are listed on a regulated market, such as Euronext Milan or Euronext Paris, or

comparable system, such as the NYSE, are required under Dutch law to disclose in their annual reports whether or not they

apply the provisions of the Dutch Corporate Governance Code and, in the event that they do not apply a certain provision, to

explain the reasons why they have chosen to depart from it.

Stellantis acknowledges the importance of good corporate governance and supports the best practice provisions of

the Dutch Corporate Governance Code as amended in 2022.

While the Company endorses the principles and best practice provisions of the Dutch Corporate Governance Code,

its current corporate governance structure applies the following best practice provisions as follows:

•The initial term of appointment of the Chairman, Senior Independent Director and Vice Chairman amounts to

five years instead of the maximum period of four years referred to in best practice provision 2.2.2. by the Dutch

Corporate Governance Code. FCA and PSA agreed upon such initial term as part of the merger negotiations

between both parties and taking into account the best interests of the Company;

•The Company does not have a retirement schedule as referred to in best practice provision 2.2.4. of the Dutch

Corporate Governance Code, because, pursuant to the Articles of Association, the term of office of the Directors

is approximately two years;

•Although the Board of Directors has appointed a non-executive Director with the title of Vice-Chairman, this

person does not qualify as a vice-chairperson within the meaning of best practice provision 2.3.7 of the Dutch

Corporate Governance Code. The Board of Directors has however appointed a non-executive Director as the

chairperson of the Board of Directors referred to by Dutch law, with the title of Senior Independent Director.

Pursuant to Board of Directors’ Regulations, the Chairman, or in his or her absence the Senior Independent

Director, or in his or her absence, any other non-executive Director chosen by a majority of the Directors

present at a meeting, will preside at a meeting of the Board of Directors. In addition, the Chairman of Stellantis

acts as contact person for individual Directors regarding any conflict of interest of the Senior Independent

Director. It is believed that this is sufficient to ensure that the functions assigned to the vice-chairperson by the

Dutch Corporate Governance Code are properly discharged; and

•Pursuant to best practice provision 4.1.8 of the Dutch Corporate Governance Code, every executive and non-

executive Director nominated for appointment should attend the AGM at which votes will be cast on his or her

nomination. By publishing the relevant biographical details and curriculum vitae of each nominee for

(re)appointment, the Company ensures that the Company’s AGM is well informed in respect of the nominees

for (re)appointment and, in practice, only the executive Directors will therefore be present at the AGM.

Differences between Dutch Corporate Governance Practices and NYSE Listing Standards

The discussion below summarizes the significant differences between our corporate governance practices and the

NYSE standards applicable to U.S. companies, as well as certain ways in which our governance practices (see above section

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Compliance with Dutch Corporate Governance Code) deviate from those suggested in the Dutch Corporate Governance

Code.

•The NYSE requires that when an audit committee member of a U.S. domestic listed company serves on four or

more audit committees of public companies, the listed company should disclose (either on its website or in its

annual proxy statement or annual report filed with the SEC) that the board of directors has determined that this

simultaneous service would not impair the director’s service to the listed company. Dutch law does not require

the Company to make such a determination;

•The Audit Committee is elected by the Board of Directors and is comprised of at least three independent

Directors. Audit Committee members are also required (i) not to have any material relationship with the

Company or to serve as auditors or accountants for the Company; (ii) to be “independent” for the purposes of

NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code; and (iii) to be

“financially literate” and have “accounting or selected financial management expertise” (as determined by the

Board of Directors). Furthermore, the Audit Committee may not be chaired by the Chairperson of the Board of

Directors or by a former executive of the Company. Currently, the Audit Committee consists of Ms. Godbehere

(Chairperson), Ms. Martello, Mr. de Castries and Ms. Parzani;

•In contrast to NYSE rules applicable to U.S. companies which require that external auditors be appointed by the

Audit Committee, the general rule under Dutch law is that external auditors are appointed by the AGM. In

accordance with the requirements of Dutch law, the appointment and removal of our independent registered

public accounting firm must be resolved upon at a AGM. Our Audit Committee is responsible for the

recommendation to the shareholders of the appointment or dismissal and compensation of the independent

registered public accounting firm and oversees and evaluates the work of our independent registered public

accounting firm;

•NYSE rules require a U.S. listed company to have a compensation committee and a nominating/corporate

governance committee composed entirely of independent directors. As a foreign private issuer, we do not have

to comply with this requirement; however, the Dutch Corporate Governance Code also requires us to have a

Remuneration Committee and a selection and appointment committee. There is no specific requirement as to the

name of the selection and appointment committee (which we call our ESG Committee) and about its function

being exclusive. Our Remuneration Committee Charter states that more than half of the members of the

Remuneration Committee must be independent under the Dutch Corporate Governance Code. Three out of five

of the current members of the Remuneration Committee are independent under both the NYSE rules and the

Dutch Corporate Governance Code; and

•Under NYSE listing standards, shareholders of U.S. companies must be given the opportunity to vote on all

equity compensation plans and to approve material revisions to those plans, with the limited exceptions set forth

in the NYSE rules. As a foreign private issuer, we are permitted to follow our home country laws regarding

shareholder approval of compensation plans, and under Dutch law such approval from shareholders is not

required for equity compensation plans for employees other than the members of the Board of Directors, to the

extent the authority to grant equity rights has been delegated at an AGM to the Board of Directors. For equity

compensation plans for members of the Board of Directors and/or in the event that the authority to issue shares

and/or rights to subscribe for shares has not been delegated to the Board of Directors, approval by the AGM is

required.

Cybersecurity

Risk management and strategy

Our cybersecurity risks are managed through continuous processes of monitoring access to our systems, blocking

potential threats and assessing identified incidents. Certain of these processes specifically focus on systems belonging to our

supplier and third-party service providers, including through testing, assessments and contractual requirements. Our

cybersecurity risk management processes are confirmed by external risk assessments and security control audits aligned with

NIST 800-53 conducted by global consulting firms with deep cybersecurity and risk management expertise.

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Cybersecurity risks identified through external audits and industry benchmarking are prioritized by impact and

likelihood and integrated into our information technology function’s overall risk management program. The most relevant

cybersecurity risks are then incorporated into the overall risk assessment that forms a part of our ERM framework. Please see

the “RISK MANAGEMENT” section in this report for a description of our ERM framework.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not

materially affected the Company, nor expected to be reasonably likely to materially affect the Company, including its

business strategy, results of operations or financial condition. Please refer to “Risk Factors – Risks Related to Our Business,

Strategy and Operations” in this report for a description of ongoing risks from cybersecurity threats that, if realized, could

materially affect the Company.

Governance

Our Board of Directors has delegated cybersecurity risk oversight to the Audit Committee. Our Chief Digital

Information Officer (“CDIO”) and Chief Information Security Officer (“CISO”) update the Audit Committee regarding

cybersecurity risks and significant incidents. In turn, the Board of Directors receives an overview of cybersecurity matters as

part of its regular reports from the Audit Committee.

Cybersecurity risks are also considered by the Board of Directors as part of their regular review of risk management

and covered by the annual internal audit plan reviewed and approved by the Audit Committee.

We have also established the Global Cybersecurity and Data Privacy Committee, which meets regularly and

provides management-level oversight of our global security program, including in connection with cybersecurity, data

privacy and related strategy. The committee is chaired by our Chief Human Resources & Transformation Officer and

includes senior executives from engineering, finance, risk management, internal audit, legal and manufacturing functions.

On a day-to-day basis, our processes for identifying, tracking and managing cybersecurity risk are primarily

conducted by the Cybersecurity Department within our information technology function. The Cybersecurity Department is

led by our CISO, a seasoned cybersecurity expert with more than a decade of experience dealing with major cybersecurity

threats. Our CISO reports directly to the CDIO, an experienced information technology and cybersecurity leader with nearly

30 years of global information technology experience spanning multiple industries.

When an incident is identified, dedicated teams within our Cybersecurity Department work to identify and contain

the scope, while following standardized processes for internal notification and escalation to top executive management and

the Audit Committee.

Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation

Not Applicable.

Report of the Non-Executive Directors

Introduction

This report renders an account of the supervision exercised by the non-executive Directors in the 2024 financial year

as referred to in best practice provision 5.1.5 of the Dutch Corporate Governance Code.

It was the responsibility of the non-executive Directors of Stellantis to supervise the policies carried out by the

executive Directors of Stellantis and the general affairs of Stellantis and its affiliated enterprise, including the implementation

of the strategy of Stellantis regarding sustainable long-term value creation. In so doing, the non-executive Directors of

Stellantis acted solely in the interest of Stellantis. With a view to maintaining supervision on Stellantis, during the 2024

financial year the non-executive Directors of Stellantis regularly discussed Stellantis’ long-term business plans, the

implementation of such plans and the risks associated with such plans with the executive Directors of Stellantis.

According to the Articles of Association of Stellantis the Board of Directors is a one-tier board and consists of three

or more members, comprising both members having responsibility for the day-to-day management of Stellantis (executive

Directors) and members not having such day-to-day responsibility (non-executive Directors). The Stellantis Articles of

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Association provided for the possibility to allocate tasks between the executive and non-executive Directors of Stellantis.

Regardless of an allocation of tasks, all Directors of Stellantis remained collectively responsible for oversight of the strategy

and management of the Company with particular focus on the development and supervision of the strategy for sustainable

long-term value creation (including supervision thereof in case of non-executive Directors of Stellantis).

The members of the Board of Directors during the year ended December 31, 2024, were as follows:


Year of Birth	Name	Gender	Nationality
1976	J. Elkann	M	Italian
1950	R. Peugeot	M	French
1954	H. De Castries	M	French
1966	F. C. Cicconi	F	British – Italian
1963	N. Dufourcq	M	French
1955	A. F. Godbehere	F	Canadian - British
1958	W. L. Martello	F	U.S.
1971	C. Parzani(1)	F	Italian
1972	B. Ribadeau-Dumas	M	French
1957	J. De Saint-Exupery	M	French
1972	K. Scott(2)	M	U.S.

________________________________________________________________________________________________________________________________________________

(1) Ms. Parzani was appointed as non-executive director at the 2024 Annual General Meeting held on April 16, 2024 with effect from the same date

(2) Mr. Kevin Scott resigned from his position as member of the Board of Directors effective at the 2024 Annual General Meeting, held on April 16, 2024

Details of the current composition of the Board of Directors (including the non-executive Directors) and its

committees are set forth in the section “Board of Directors” above.

Supervision by the non-executive Directors

The non-executive Directors, being part of the Stellantis’ one-tier Board of Directors, participate in all the board

meetings and are fully involved in any discussion and resolution, including strategies and related implementation. In addition,

the non-executive Directors cover all the positions of the Committees of the Board of Directors.

The non-executive Directors of Stellantis supervised the policies carried out by the executive Directors of Stellantis

and the general affairs of Stellantis and its affiliated enterprises. In so doing, during the 2024 financial year the non-executive

Directors of Stellantis have also focused on key areas such as strategy, sustainable long-term value creation, climate change,

culture, human resources, as well as the effectiveness of Stellantis’ internal risk management and control systems, the

integrity and quality of the financial and sustainability reporting and Stellantis’ long-term business plans, the implementation

of such plans and the associated risks. The non-executive Directors also discussed regular business updates, brand, region and

function reviews, technology reviews, strategic plan updates, competitive scenario analysis, risk management, budget review,

ESG reviews, ERM, cybersecurity, as well as major transactions, shareholder engagement.

On December 1, 2024, the Board of Directors resolved to accept the resignation of Mr. Tavares from his positions of

Chief Executive Officer and board member and to enter into a separation agreement with him. In addition, the non-executive

directors resolved to appoint Mr. Elkann, the Chairman, pursuant to Article 20. 11 of the Company's Articles of Association

to temporarily assist the Board in the management of the Company with full powers and authority for the management of the

day-to-day business of the Company and to represent Stellantis N.V. in all matters with sole power of representation.

The non-executive Directors of Stellantis also determined the remuneration of the executive Directors. Furthermore,

pursuant to the Stellantis Articles of Association, the Board of Directors of Stellantis had the possibility to allocate certain

specific responsibilities to one or more individual Directors of Stellantis or to a committee comprised of eligible Directors of

Stellantis and its subsidiaries. In this respect, the Board of Directors of Stellantis allocated certain specific responsibilities to

the Audit Committee, the Remuneration Committee and the ESG Committee. In 2024, charters of Audit Committee and ESG

Committee were updated to reflect the new responsibility of Audit Committee to assist and advise the Board on the integrity

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of the Company's sustainability disclosures and reports in accordance with applicable reporting standards, namely the new

EU Corporate Sustainability Reporting Directive.

According to the Audit Committee charter in place in 2024, the responsibilities of the Audit Committee were to

assist and advice the Stellantis Board of Directors inter alia with respect to: (1) the integrity of the Company’s financial

statements, including any published interim reports, related press releases and other related corporate communications; (2)

the adequacy and effectiveness of the Company’s internal control over financial reporting, financial reporting procedures and

disclosure controls and procedures; (3) the integrity of the Company's disclosures and reports on environmental, social,

human rights and governance factors ("sustainability reporting") in accordance with applicable reporting standards and the

adequacy and effectiveness of the Company's internal controls and audit in relation to sustainability reporting. (4) the

Company’s policy on tax planning adopted by management; (5) the Company’s financing; (6) the application by the

Company of information and communication technology, including risks relating to cybersecurity; (7) the systems of internal

controls that management and/or the Board of Directors have established; (8) the Company’s compliance with legal and

regulatory requirements; (9) the Company’s compliance with recommendations and observations of internal and independent

auditors; (10) the open and ongoing communications regarding the Company’s financial position and results of operations

between the Board of Directors, the independent auditors, the Company’s management and internal audit department (11) the

Company’s policies and procedures for addressing certain actual or perceived conflicts of interest; (12) the qualifications,

independence, oversight and remuneration of the Company’s independent auditors and any non-audit services provided to the

Company by the independent auditors; (13) the selection of the independent auditor by recommending an independent auditor

for nomination, appointment or dismissal by the Company’s AGM; (14) the performance of the Company’s internal auditors

and independent auditors; (15) risk management and risk assessment guidelines and policies, including major financial risk

exposure, and the steps taken to monitor and control such risks; and (16) the implementation and effectiveness of the

Company’s ethics and compliance program.

The Stellantis Audit Committee consisted of Ms. Godbehere (Chairperson), Ms. Martello, Mr. de Castries and Ms.

Parzani.

During 2024, twelve meetings of Stellantis’ Audit Committee were held. The average attendance of its members at

those meetings was 95.83 percent. The Committee reviewed the Stellantis’ financial results for the period ended on June 30,

and the full year, as well as the shipments and revenues related to the first and the third quarter of the year. The Committee,

with the assistance of the Stellantis’ Chief Financial Officer and other Company officers mainly from finance and legal

departments, focused on main business drivers in addition to key accounting, reporting matters and periodical reviews of the

main areas such as enterprise risk management, treasury, acquisitions, insurance, and employee benefits/pensions review with

specific focus on the areas of major audit risks such as the evaluation of assets and liabilities requiring management

judgment. Particular focus was dedicated to cybersecurity matters. Independent Auditors attended all the meetings providing

regular information to the Committee on their activity. The Committee reviewed the annual internal audit plan, the

performance of external auditor, and received updates on legal and compliance matters, with the General Counsel attending

the Committee meetings. Internal Audit activity was reviewed on a regular basis with the Head of Audit, and Compliance

attending all the meetings and discussing with the Committee the main findings and remediating actions. Internal control over

financial reporting was part of these reviews as well. In line with the policy adopted by the Company, the Committee was

regularly involved in the review and approval of transactions entered into with related parties.

According to the Remuneration Committee charter in place in 2024, the responsibilities of the Remuneration

Committee were to assist and advice the Stellantis Board of Directors inter alia with respect to: (1) compensation for

executive Directors; (2) Stellantis’ remuneration policy; (3) compensation of non-executive Directors; and (4) remuneration

reports.

The Stellantis Remuneration Committee consisted of Ms. Martello (Chairperson), Mr. Ribadeau-Dumas, Mr. De

Castries, Ms. Cicconi and Mr. Peugeot.

During 2024, four meetings of Stellantis’ Remuneration Committee were held with 95 percent attendance of its

members at those meetings. The Remuneration Committee reviewed the 2024 Remuneration Report and carefully assessed

the shareholders’ feedback on 2023 Remuneration Report. Details of the activities of the Remuneration Committee are

included in the REMUNERATION REPORT section included elsewhere in this report.

According to the ESG Committee charter in place in 2024, the responsibilities of the ESG Committee were to assist

and advice the Stellantis Board of Directors inter alia with respect to: (1) drawing up the selection criteria and appointment

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procedures for directors of the Company (the “directors” and each a “director”); (2) periodic assessment of the size and

composition of the Board of Directors and as appropriate making proposals for a composition profile of the Board of

Directors; (3) periodic assessment of the performance of individual directors and reporting on this to the Board of Directors;

(4) proposals to the non-executive members of the Board of Directors for the nomination and re-nomination of directors to be

elected by the shareholders; (5) supervision of the policy on the selection and appointment criteria for top executive

management and on succession planning; and (6) monitoring, evaluation and reporting to the Board of Directors on the

strategy, targets, achievements, relating to ESG matters globally of the Company and its subsidiaries.

The Stellantis ESG Committee consisted of Mr. de Castries (Chairperson), Mr. Ribadeau-Dumas, Ms. Cicconi, Mr.

Dufourcq and Ms. Parzani.

During 2024, three meetings of the Stellantis ESG Committee were held with 100 percent attendance of its members

at those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and disclosures in accordance

with 2030 Dare Forward strategic plan and its implementation. In addition, the ESG Committee periodically assesses the

performance of individual directors and reports on this to the Board of Directors. In 2024, the ESG Committee recommended

to the Board of Directors the nomination of Ms. Parzani as a candidate for non-executive director position at the 2024 AGM,

and assisted the Board by reviewing non-financial information included in 2023 Annual Report and ESG results in 2023 in

terms of environmental impact of Company’s owned activities and action plans in terms of GHG emission and energy

management, water withdrawal, waste management and biodiversity. The Committee discussed the implementation of human

rights policy and the Company’s approach to stakeholders engagement, under the policy approved during the year, and the

Mobility Forum as a primary example of that approach. The ESG Committee members participated in updates led by

management teams and designed to provide them with adequate information in the fields of the Company transformation

through the development of human capital, the global philanthropy strategy, global, European and U.S. trends in governance.

According to the profile of non-executive directors approved in 2022 and amended in 2024, the Stellantis Board of

Directors shall be composed in such manner that its composition reflects an adequate mix of technical abilities, professional

background, and experience, both general and specific, gained in an international environment and pertaining to the dynamics

of the macro-economy and globalization of markets, more generally, as well as the industrial and financial sectors, more

specifically. The size and composition of the board of directors also allows for a mix of skills and experience that is adequate

in terms of the size of the Company and its Group, as well as the complexity and specific characteristics of the sectors in

which the Company’s group operates and the geographic distribution of its businesses. Stellantis non-executive directors are

selected and recommended according to the following selection criteria: (a) background/education/training/degrees; (b)

(international) experience; (c) skills; (d) nationality; (e) age and gender; (f) independence; and (g) diversity. In selecting and

nominating new non-executive directors, the Company shall ensure that such new directors complement the knowledge and

experience of the other non-executive directors and the above criteria are taken into account. Each non-executive director has

to be capable of assessing the broad outline of the overall policy of the Company. The Board of Directors will designate the

non-executive director(s) considered financial expert(s) as referred to in Section 2(3) of the Dutch Decree on the

Establishment of an audit committee (i.e., a financial expert with relevant knowledge and experience of financial

administration and accounting).

Details on the current duties of the Audit Committee, Remuneration Committee and ESG Committee, are set forth in

the sections “The Audit Committee”, “The Remuneration Committee” and “The ESG Committee”, within “Board Practices

and Committees” above.

During the 2024 financial year, the non-executive Directors of Stellantis supervised the adoption and

implementation of the strategies and policies by Stellantis, received updates on legal and compliance matters, and they were

regularly involved in the review and approval of transactions entered into with related parties. The non-executive Directors of

Stellantis also reviewed the reports of the Board of Directors of Stellantis and its committees, the ESG achievement and

objectives.

During 2024, there were eight meetings of the Board of Directors. Portions of these meetings took place without the

executive Directors of Stellantis being present. The average attendance at those meetings was 97.77 percent. An overview of

the attendance of the individual Directors per meeting of the Board of Directors of Stellantis and its committees set out

against the total number of such meetings is set out below:

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Name	Meeting Board of Directors	Audit Committee	ESG Committee	Remuneration Committee
John Elkann	8/8
Carlos Tavares(*)	6/7
Robert Peugeot	8/8			4/4
Henri de Castries	8/8	12/12	3/3	4/4
Fiona Clare Cicconi	8/8	4/4	3/3	4/4
Nicolas Dufourcq	8/8		3/3
Ann Frances Godbehere	8/8	12/12
Wan Ling Martello	7/8	10/12		3/4
Claudia Parzani	7/7	8/8	1/1
Benoît Ribadeau-Dumas	8/8		3/3	4/4
Jacques de Saint-Exupery	8/8
Kevin Scott	1/1		2/2

________________________________________________________________________________________________________________________________________________

All the current Board members were appointed as directors at the extraordinary AGM held on January 4, 2021, as of January 17, 2021, with the exceptions represented by Mr.

Ribadeau-Dumas, who was appointed as director at the 2023 Annual General Meeting held on April 13, 2023, with effect from the same date and Ms.Parzani, who was appointed

as director at the 2024 Annual General Meeting held on April 16, 2024, with effect from the same date. Ms. Parzani was also appointed as member of the Audit and the ESG

committees with effect from April 16, 2024

(*) Mr. Tavares resigned from his position of Chief Executive Officer and board member as of December 1,2024

Apart from the extraordinary meeting held on December 1, 2024, during which the resignation of the Chief

Executive Officer and the new governance were discussed, during these meetings, the key topics discussed were, amongst

others: the long-term strategic plan “Dare Forward 2030”; the Stellantis’ strategy including the electrification, batteries and

software strategy; analysis of investments, the Stellantis’ financial results and reporting, business performance by segment,

the share buyback program, acquisitions and divestitures, executive compensation, product plan and technological

developments, brand, region and function reviews, competitive scenarios, brands’ strategy, risk management, legal and

compliance matters, environmental-social-governance key targets and related roadmap, human resources, talent management,

employee wellbeing, culture and the Remuneration Report; the amendment of the Board Regulations and of the Profile of

non-executive Directors to provide criteria for the selection and appointment of the non-executive director for the position of

Employee Engagement, as defined in the Regulations of the Board of Directors; the update of the company’s Article of

Association regarding deletion of transitional provision no longer in place.

Main topics discussed with Directors include the following:

•auto OEM business overview with a focus on geographic presence, corporate footprint, R&D methodologies

and applications;

•new product development process including solutions to reduce vehicles CO2 emissions, notably through

electrification, in line with the climate change challenge;

•technological challenges, including software developments driving innovation in the industry and customer

experience; and

•auto OEM strategy plans, new emerging players and disruptive innovation and business models.

Independence of the non-executive Directors

The non-executive Directors are required by Dutch law to act solely in the interest of the Company. The Dutch

Corporate Governance Code stipulates the corporate governance rules relating to the independence of non-executive

Directors and requires under most circumstances that a majority of the non-executive Directors be “independent.”

The Board of Directors determined that, in 2024, six non-executive members of Stellantis’ eleven Board of Directors

members qualified as independent for purposes of NYSE rules, Rule 10A-3 of the Exchange Act, and the Dutch Corporate

Governance Code. The remaining directors, being Mr. Elkann, Mr. Tavares for the period up to December 1, 2024, Mr.

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Peugeot, Mr. Ribadeau-Dumas and Mr. de Saint-Exupery, did not qualify as independent for the purposes referred to in the

preceding sentence.

The rules of the NYSE require that listed companies have a majority of independent directors, based on the NYSE

independence standards. While Stellantis, as a foreign private issuer, is exempted from this rule, Stellantis’ board of directors

determines on an annual basis which of its directors meet the NYSE independence requirements.

Pursuant to Section 303A of the NYSE Listed Company Manual, an independent director is a director who, as

affirmatively determined by the board of directors, has no material relationship with the Company, either directly or as an

officer, partner or stockholder of an entity that has a relationship with the company. A director will not be considered

independent if:

•the director is, or has been within the last three years, an employee of the Company, or an immediate family

member is, or has been within the last three years, an executive officer, of the Company;

•the director has received, or has an immediate family member who has received, during any twelve-month

period within the last three years, more than $120,000 in direct compensation from the Company, other than

director and committee fees and pension or other forms of deferred compensation for prior service (provided

such compensation is not contingent in any way on continued service);

• (1) the director is a current partner or employee of a firm that is the Company's internal or external auditor; (2)

the director has an immediate family member who is a current partner of such a firm; (3) the director has an

immediate family member who is a current employee of such a firm and personally works on the Company's

audit; or (4) the director or an immediate family member was within the last three years a partner or employee

of such a firm and personally worked on the Company's audit within that time;

•the director or an immediate family member is, or has been with the last three years, employed as an executive

officer of another company where any of the Company's present executive officers at the same time serves or

served on that company's compensation committee; or

•the director is a current employee, or an immediate family member is a current executive officer, of a company

that has made payments to, or received payments from, the Company for property or services in an amount

which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other

company's consolidated gross revenues.

Rule 10A-3 under the Exchange Act provides that no member of the Audit Committee may, other than in his or her

capacity as a member of the Board of Directors or any committee thereof (including the Audit Committee):

•(i) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of

its subsidiaries (with limited exceptions for payments under a retirement plan with the Company); or

•(ii) be an “affiliated person” of the Company or any of its subsidiaries. The term affiliate of, or a person

affiliated with, a specified person, means a person that directly, or indirectly through one or more

intermediaries, controls, or is controlled by, or is under common control with, the person specified. Directors

who are also employees of the company and/or any of its affiliates as well as any executive officer, general

partner or managing member of the Company or any of its affiliates and, generally, any shareholder owning

more than 10 percent of the voting share capital of the Company would be “affiliated persons” under the

Exchange Act.

For purposes of the Dutch Corporate Governance Code (2.1.8), a non-executive director is “independent” if, in

short, neither the director, nor the director’s spouse, registered partner or life companion, foster child or relative by blood or

marriage up to the second degree: (i) is an employee or executive director of the company (or an issuing institution associated

with the company) in the five years prior to his or her appointment; (ii) receives personal financial compensation from the

Company, or an entity associated with the Company, other than the compensation received for the work performed as a non-

executive director and in so far as this is not in keeping with the normal course of business; (iii) has, or has had in the year

prior to his appointment, an important business relationship with the Company, or an entity associated with it; (iv) is a

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member of the management board of a company in which an executive director of the Company is a supervisory director or a

non-executive director; (v) has temporarily performed management duties during the previous twelve months in the absence

or incapacity of the executive directors of the Company; (vi) has a shareholding in the Company of at least ten percent, taking

into account the shareholding of natural persons or legal entities collaborating with him on the basis of an express or tacit,

verbal or written agreement; or (vii) is a member of the management board or supervisory board, an executive director or

non-executive director, or representative, of a legal entity which directly or indirectly holds at least ten percent of the shares

in the Company, unless such entity is a member of the same group as the Company.

Evaluation by the non-executive Directors

The non-executive Directors of Stellantis were responsible for supervising the Stellantis Board of Directors and its

committees, as well as the individual executive and non-executive Directors of Stellantis, and are assisted by the ESG

Committee in this respect.

Each year, the Board of Directors, with a prominent role for the Non-Executive Directors, reviews and discusses its

own functioning and performance, as well as the functioning of its Committees and individual Directors. In 2024, the Board

undertook a comprehensive self-assessment of its functioning and overall performance, continuing its established practice of

annual evaluations. This review was facilitated primarily by targeted questionnaires distributed to all Directors. Prior to

initiating the assessment, the Board discussed and agreed on the methodology, scope, and key objectives—focusing on five

main areas: Board composition, meeting processes, information sharing, oversight and engagement, and committee

structures. Directors assessed whether the Board possesses the right mix of skills, conducts efficiently structured meetings,

receives timely and relevant information, provides robust strategic oversight, and is supported by committees that function

effectively. They also examined the appropriateness of the size and composition of both the Board and its Committees,

confirming that the Board Regulations and Committee Charters remain fit for purpose. The self-assessment, completed in

early 2025, concluded that the Board operates under effective governance principles, demonstrating solid performance and a

clear understanding of its strategic and governance responsibilities. Directors highlighted the positive organization of

meetings, characterized by constructive discussions on key topics such as purpose, long-term strategy, strategic transactions,

ESG matters, talent management, human resources policies, and enterprise risk management. The committee structure was

deemed supportive of the Board’s oversight role, with well-run meetings and a high level of Director engagement. Looking

ahead, the Board’s commitment to providing robust challenge to management and fostering open, constructive dialogue

remains a key driver of strong governance and sustainable business outcomes.

The non-executive Directors of Stellantis were regularly informed by each committee as referred to in best practice

provision 2.3.5 of the Dutch Corporate Governance Code and the conclusions of those committees were taken into account

when drafting this report of the non-executive Directors of Stellantis.

The non-executive Directors of Stellantis were able to review and evaluate the mission of Stellantis’ Audit

Committee, ESG Committee and Remuneration Committee. Based on the evaluations, the charters of the Audit Committee

and of the ESG Committee have been amended first at the Governance Effective Time in connection with the implementation

of the Stellantis governance arrangements following the merger and then during the year 2021 and 2024. Details on the

current charters of the Audit Committee, the ESG Committee and the Compensation Committee, are set forth in the sections

“The Audit Committee”, “The Remuneration Committee” and “The ESG Committee”, within “Board Practices and

Committees” above.

Also, pursuant to Stellantis’ Remuneration Committee Charter, in 2021 the Compensation Committee recommended

the Amendment of the remuneration policy of the Board of Directors, also in view of the size of the Company following the

merger, implemented and oversaw the remuneration policy as it applied to non-executive Directors of Stellantis, executive

Directors of Stellantis and senior officers reporting directly to the executive Directors of Stellantis. In 2023 the Remuneration

Committee recommended to the Board of Directors to amend the Company's remuneration policy and the revised

remuneration policy of the Board of Directors was approved by the AGM as of April 13, 2023. The Remuneration Committee

administered all of the equity incentive plans and deferred compensation benefits plans of Stellantis. On the basis of the

assessments performed, the non-executive Directors determined the remuneration of the executive Directors of Stellantis.

Furthermore, the Remuneration Committee recommended the review and approval of the Long-Term Incentive (“LTI”) Plan.

The non-executive Directors have supervised the performance of Stellantis’ Audit Committee, Remuneration

Committee and ESG Committee.

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Remuneration Report

This Remuneration Report provides an overview of our remuneration policy and practices, and its application to

executive compensation in 2024. This report has been approved by the Remuneration Committee of the Board of Directors.

Letter from the Chairperson of the Remuneration Committee

Dear Shareholders,

On behalf of the Remuneration Committee of the Board of Directors, I present Stellantis’ 2024 Remuneration

Report. The year of 2024 was a very challenging year for Stellantis. Since the departure of our CEO, Stellantis has undergone

a significant change. With the leadership of our Chairman of the Board, John Elkann, our first priorities include strengthening

our relationships with our stakeholders, taking actions that address the root causes of 2024 challenges and adapting tactics to

maximize our ability to improve in 2025, while at the same time progressing and completing the search for an exceptionally

talented new CEO.

As with our past Remuneration Reports, we continue the practice of providing informative and transparent

information about the compensation received by our directors, and in particular with this year’s report, additional information

about the projected remuneration as a result of our CEO’s departure.

The Board recognizes that remuneration is a complex and sensitive issue, for shareholders and stakeholders. Our

commitment continues to be increasing shareholder value and ensuring we deliver sustainable, long-term value for all

stakeholders. We believe our pay for performance philosophy is core to our ability to align the interests of top executive

talent, that is laser focused on delivering results, to those of our shareholders. Our responsibility to attract and retain world

class executive talent in a global corporation and ensuring an appropriate incentive structure, especially during this time of

significant disruptive transformation in our industry, is critical.

We remain committed to continuing meaningful dialogue with, and accountability to, our shareholders, as reflected

in our significantly inclusive shareholder outreach campaign over the past couple of years. The Committee recognizes that

with a 70.21% approval rate for our 2023 Remuneration Report, there are diverse viewpoints and opportunities to improve

alignment with investors’ expectations. Feedback has been welcomed, management and the Board understand the issues that

matter most to shareholders, and what we’ve learned will contribute to how practices evolve.

We appreciate your consideration in reviewing and considering this year’s Remuneration Report and look forward to

continued engagement. We hope that our shareholders vote in favor of this year’s Remuneration Report which will be

submitted for an advisory vote at our AGM on April 15, 2025. For more information, please refer to the AGM agenda at

www.stellantis.com.

Wan Ling Martello

Chair, Remuneration Committee

Stellantis – Clearing a Path for 2025

The Company continues to face an extraordinary shift in the industry to electrification and technology. Launching a

new product wave and upgraded portfolio that expands our reach and improves operational efficiencies to leverage our

technology spend across an incredible array of customers and geographical segments is a strategic advantage for Stellantis.

Throughout this remuneration report, you will find our Company’s approach of remuneration aligned with the

Company’s performance, short-term and long-term, as we pave the way in that industry shift. Our compensation program

delivers fairly at a high level – only when the Company performs at a high level.

Our Company’s Performance

Since the formation of Stellantis on January 17, 2021, the Company had posted record results in previous years,

accelerated the realization of merger synergies and built solid commercial performance while leading the fast pace of

transformation towards a sustainable tech mobility company. In 2024 however, we faced tough challenges and - results were

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far from our potential. But we are determinedly working on improvements and are confident in our ability to address those

issues. Below is a brief summary of the Company’s performance in 2024:

•Net revenues of €156.9 billion, down 17% from 2023;

•Adjusted Operating Income of €8.6 billion - a margin of 5.5 percent;

•Net profit of €5.5 billion, down 70 percent from 2023;

•Market capitalization of €37.3 billion, a decrease from €66.5 billion in 2023 (Source: FactSet); and

•BEV sales and LEV sales down 10 percent and 20 percent respectively from 2023.

Despite these financial results, key notable 2024 achievements are noted below:

•Launched STLA Medium, STLA Large & STLA Frame Platforms;

•EE BEV Offerings Now Available >70 percent nameplates;

•Maintained #1 Market Share in South America;

•#1 Market Position in EU30 Commercial Vehicles; and

•Launched Leapmotor International.

Executive Summary - CEO Remuneration

The table below summarizes the remuneration of the CEO as shown in Table 1 of the report. Taking into

consideration Company performance and the principles of pay for performance in our remuneration approach, the CEO and

executive leadership of the Company received no annual performance bonus in 2024.


			Fixed Compensation		Variable Compensation
Directors of Stellantis	Office Held	Year	Base Salary/Fees	Fringe benefits	Short-Term Incentive	Long-Term Incentive	Post Retirement Benefit Expense	Other Compensation	Total Remuneration
TAVARES, Carlos	CEO	2024	€2,000,000	€71,224	€—	€20,514,494*	€500,000	€—	€23,085,718
		2023	€2,000,000	€634,697	€5,786,800	€26,125,828	€1,946,700	€—	€36,494,025

* Long Term Incentive (LTI) of €20,514,494 represents €10,000,000 from the Transformation Incentive and the total LTI expense from the Shareholder

Return Incentive and remaining LTI Award expense. No future LTI expense will be recognized. There is no accelerated vesting of LTI Awards.

In December 2024, the Company and CEO entered a Separation and Release Agreement (“Settlement Agreement”)

regarding his departure from the Company. As a result of the agreement, the CEO receives a severance payment pursuant to

the Dutch Civil Code, payout of an evaluated milestone from the 2021-2025 Transformation Incentive and share units from

the Shareholder Return Incentive and Long-Term Incentive Plan grants. The table below summarizes the remuneration

elements of the Settlement Agreement:

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Remuneration Provision	Remuneration Element	Remuneration Elements from Settlement Agreement

Severance Amount (pursuant to Dutch Civil Code)	€ 2,000,000	€2,000,000 to be paid in 2025

2021-2025 Transformation Incentive*	> Three milestones evaluated in 2024 with potential payout of €30 million* > Payment of one milestone (€10m) was made in March 2024	> Payment of second milestone (€10m); to be paid in 2025 > Third milestone was evaluated and not paid

Shareholder Return Incentive*	> 1,000,000 Performance Share Units (PSUs) at target performance as approved by Shareholders in 2021 - to be distributed in January 2026 based on TSR performance > TSR performance resulted with a distribution of 200% of target - 2,000,000 PSUs	> To receive 800,000 shares in January 2026*** > 1,200,000 shares were forfeited

LTI Grants - 2022, 2023 & 2024 (2023 & 2024 LTI based on target performance)	Granted the following number of Share Units: 2022 LTI: 928,870 (696,650 PSUs + 232,200 RSUs) 2023 LTI: 744,417 PSUs 2024 LTI: 497,247 PSUs	Under the terms of the LTI plan, eligible to receive a prorated share of units based on employment during the respective performance period: 2022 LTI: 610,292 (410,327 PSUs + 199,965 RSUs) 2023 LTI: 496,303 PSUs 2024 LTI: 165,750 PSUs
	Total Shares: 2,170,534	Total Shares: 1,272,345***

* Further information regarding the 2021-2025 Transformation Incentive and Shareholder Return can be found in the CEO Transformation Incentive and Shareholder Return Incentive sections of this report.

** PSUs shown at target performance: actual distribution of shares will be based on performance determined at the end of respective performance periods.

*** Expense reflected in the Remuneration Table of the report.

Our Approach to Executive Remuneration

Clear alignment between executive rewards and shareholder interests is central to our Remuneration Policy. Our

pay-for-performance philosophy has strong links between rewards and results for both our short-term and long-term incentive

plans.

The Remuneration Committee has a clearly defined process for setting stretch targets for our incentive compensation

plans and a framework for decision-making around executive remuneration. A third-party, independent consulting advisor

provides recommendations and information on best market practices for remuneration structure and design. The Committee

had extensive discussions, supported by its external advisor, to review the composition and key drivers of remuneration.

The Remuneration Committee determines executive remuneration on the basis of a set of principles (as shown in the

table below) that demonstrate clear alignment with shareholder and other stakeholder interests with the responsibility to

ensure that executive remuneration is closely aligned with financial and strategic performance.

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Principles of Executive Remuneration
Alignment with Stellantis Strategy	Compensation is strongly linked to the achievement of the Company’s disclosed performance targets.
Pay for Performance	Must reinforce our performance-driven culture and principles of meritocracy. Majority of pay is linked directly to Company performance through both short and long-term variable pay.
Competitiveness	Compensation will be competitive against the comparable global market and set in a manner to attract, retain and motivate expert leaders and highly qualified executives. Considering competitiveness across both the European and U.S. talent market is essential given our global footprint.
Creating Long-term Shareholder Value	Performance targets triggering any variable compensation payment should align with the interests of shareholders and other stakeholders.
Compliance	Compensation policies and practices are designed to comply with applicable laws and corporate governance requirements.
Risk Prudence	The compensation structure and design should avoid incentives that encourage unnecessary or excessive risks that could threaten the Company’s value.

Our Executive Remuneration Framework

Our philosophy, approach and delivery of remuneration is strongly linked to the Company’s performance and

interests of our shareholders. All elements of our compensation structure are market-driven with a significant portion (88.9

percent) overall compensation (base salary, targeted short-term and long-term incentives) is subject to performance risk for

our CEO. The table below provides a high-level summary of the core elements of the remuneration for our Executive

Directors:

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Remuneration Element	Key Feature	Alignment to Strategy and Shareholder Interests
Base Salary	Market-based fixed cash compensation set competitively to large global automobile manufacturers with the peer group.	Set at a level to attract, motivate and retain the best talents in global and/or regional markets.
Short-Term Incentive Plan - Stellantis Annual Incentive Plan (“SAIP”)	Paid annually in cash; the CEO’s target opportunity is 200% of base salary and maximum opportunity is 400% of base salary. Board Chair is not eligible.	Incentivize delivery of performance against our pre-established and challenging annual strategic and financial goals.
LTI Plan	100% Performance Share Units (PSUs): Conditional rights on ordinary shares, with amounts earned subject to Company performance and a three-year vesting schedule.	Incentivize delivery of financial performance and creation of long-term sustainable value; demonstrates long- term alignment with shareholder interests. PSUs are 100% at-risk and contingent upon Stellantis’ performance - no amounts are guaranteed.
Share Ownership and Retention Guidelines	Executive Directors: Six (6) x Annual Base Salary 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. Shares owned outright and any unvested Restricted Stock Units (RSUs) are counted for purposes of satisfying the guideline. Unvested PSUs are not considered.	Establishes long-term alignment with shareholders; promotes focus on management of company risks.
Retirement Benefits	Defined contribution retirement savings plan that is available to the CEO and all employees in the country of employment. The Chairman participates in a retiree health care benefit plan.	Provides appropriate retirement savings designed to be competitive in the relevant market.
Other Benefits & Allowances	Executive Directors may receive usual and customary fringe benefits such as severance, company vehicles, security, medical insurance, tax preparation, financial consulting and tax equalization.	Recognizes competitive practices.

Our Compensation Peer Group

The Remuneration Committee reviews each year the compensation peer group for compensation comparisons and

makes any updates as needed to align with the established criteria and Company strategy. Additional companies may be

considered for benchmarking particular executive/director compensation when necessary.

The Committee strives to identify a peer group that best reflects all aspects of Stellantis’ business and considers our

global footprint, revenue, and market capitalization and/or enterprise value. It is important to note that to attract and retain our

top executive talent, we need to consider a blend of both U.S. and European companies - as a significant portion of our

business, revenue and profitability is driven by both regions. Given its global footprint, Stellantis must be considered a

global company.

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________________________________________________________________________________________________________________________________________________

The allocation of revenues and profitability do not sum to 100% as the operating segments are not reflected

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 retain diverse talent.

For 2024, the Remuneration approved a change in the Company’s peer group by replacing ThyssenKrupp with

Volvo Cars. Volvo Cars now has revenues greater than the €30 billion threshold for peers, becoming more relevant as a peer

from an industry perspective. This change continues the balance we maintain in our peer group between European-based and

US-based companies.


U.S. Companies		European Companies
•Boeing	•General Dynamics	•Airbus	•Renault
•Caterpillar	•General Electric	•ArcelorMittal	•Siemens
•Chevron	•General Motors	•BASF	•Volvo Cars
•Deere	•Honeywell	•BMW	•TotalEnergies SE
•Exxon Mobil	•Lockheed Martin	•Continental	•Volkswagen
•Ford	•Raytheon Technologies	•Mercedes-Benz (formerly Daimler)	•Volvo

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 - retainers, meeting fees, committee

service) for Directors, on average, to be at or near market median. Although we include large global non-automotive

companies in our peer group, the remuneration used to benchmark Executive Director remuneration considers only the

similarly sized global automotive companies of our peer group (Volkswagen, Mercedes-Benz, BMW, Renault, Ford and

General Motors).

In addition, we consider Stellantis’ 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

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compensation may be positioned above or below the market median because of his or her specific responsibilities,

experience, and performance.

Pay for Performance

A key characteristic of Stellantis’ Remuneration Policy is pay for performance. All elements of our compensation

structure – base salary, incentive compensation and benefits – are benchmarked with our Peer Group and are designed to

align in driving shareholder value.

Our incentive programs are based on our pay-for-performance principles and includes all employees of the

Company globally. Incentives based on performance come in the form of an annual bonus plan or a profit-sharing plan –

plans that are based on achievement of strategic business annual goals. Our pay-for-performance approach in compensation

covers all employees of the Company – where substantially all employees share in the success for the year.

Risk Assessment

The Remuneration Committee reviews the compensation program on an ongoing basis to evaluate whether it

supports the Company’s Remuneration Policy and its principles annually. The Committee’s compensation consultant reports

a risk assessment of the executive compensation structure including, but not limited to, its incentive program design. Our

compensation practices include the following, each of which we believe reinforces our compensation objectives:

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What we do:		What we do not do:
	•Pay for performance by structuring a significant percentage of target compensation in the form of variable, at risk compensation within Stellantis		•We do not offer remuneration which encourages our Executive Directors and non-Executive Directors to take any unnecessary or excessive risks or to act in their own interests
	•Predetermined stretch performance goals for incentive pay programs		•We do not reward for performance below threshold
	•We align goals and values organization-wide through incentive pay and rigorous performance management		•We do not have excessive pay programs
	•Incorporate ESG goals into our short-term and long-term incentive plans		•We do not allow hedging, pledging or short- selling of our securities
	•Market comparison of Executive Director and non- Executive Director remuneration against relevant peers		•We do not pay out guaranteed bonuses
	•Conduct a rigorous and detailed analysis of CEO pay and Company performance against our peers		•We have no excessive perquisites
	•We consider pay ratios within the Company in establishing Executive Directors’ pay
	•Use of an independent compensation consultant reporting directly to the Remuneration Committee
	•We have robust stock ownership and share retention guidelines
	•We have clawback policies incorporated into our incentive plans
	•“Double-trigger” vesting of equity awards upon a change of control

2024 Remuneration

Director’s Total Remuneration in 2024

The following table summarizes the remuneration of the members of the Board of Directors for the year ended

December 31, 2024. The table below provides cash received (any base salary and any performance bonus) received in 2024

and 2023. The post-retirement benefits expense reflects pension contributions for deferred retirement income, and the fringe

benefits show the value of Company payments for services or benefits provided to the Directors and are considered

competitive in the market. The long-term incentive (LTI) reflects the accounting expense recognized during each period – not

the actual LTI awards received during the year upon vesting. Under IFRS, an award with market-based vesting conditions,

which is the case for the LTI with TSR targets, is fair valued at grant date. The grant date fair value of the award is then

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recognized as expense over the vesting period irrespective of whether the market-based vesting condition will be satisfied or

not.


			Fixed Remuneration			Variable Remuneration
Directors of Stellantis	Office Held	Year	Base salary/ Fees	Fringe benefits		Short-term incentive	Long-term incentive		Post Retirement Benefits Expense	Other Compensation	Total Remuneration	Proportion of Fixed Remuneration	Proportion of Variable Remuneration
ELKANN John Philipp	Chairman	2024	€922,386	€721,830	(1)		€1,153,062	(2)			€2,797,278	59%	41%
		2023	924,404	684,230			3,214,886				4,823,520

TAVARES, Carlos	CEO	2024	2,000,000	71,224	(1)	€—	20,514,494	(3)	€500,000		23,085,718	9%	91%
		2023	2,000,000	634,697		5,786,800	26,125,828		1,946,700		36,494,025

PEUGEOT, Robert	Vice Chairman	2024	205,000	15,405	(4)						220,405	100%	—%
		2023	205,000	11,927							216,927

AGNELLI, Andrea (5)	Director	2024	—	—							—
		2023	60,000	2,644							62,644

CASTRIES, Henri de	Director	2024	275,000	14,829	(4)						289,829	100%	—%
		2023	275,000	11,924							286,924

CICCONI, Fiona Clare	Director	2024	215,000	23,046	(4)						238,046	100%	—%
		2023	215,632	18,846							234,478

DUFOURCQ, Nicolas (6)	Director	2024	—	—							—
		2023	—	—							—

GODBEHERE, Ann Frances	Director	2024	225,000	—							225,000	100%	—%
		2023	225,000	510							225,510

MARTELLO, Wan Ling	Director	2024	220,000	25,960	(4)						245,960	100%	—%
		2023	220,000	25,960							245,960

PARZANI, Claudia (7)	Director	2024	152,390	2,557	(4)						154,947	100%	—%


RIBADEAU- DUMAS, Benoit (8)	Director	2024	—	—
		2023

SAINT- EXUPERY, Jacques	Director	2024	200,000	—							200,000	100%	—%
		2023	200,000	—							200,000

SCOTT, Kevin (9)	Director	2024	59,698	10,891	(4)						70,589	100%	—%
		2023	205,000	25,960							230,960
			4,322,084	883,185		—	21,667,556		500,000	—	27,372,825

________________________________________________________________________________________________________________________________________________

(1) Fringe benefits include the use of company-provided transportation, tax-equalization services and insurance premiums. For Mr. Elkann, the fringe benefits of €721,830 include

€408,228 for company-provided transportation, €296,351 in tax equalization benefits for the use of company-provided transportation, €8,785 in tax services and €8,466 of

insurance premiums. For Mr. Tavares, the fringe benefits of €71,224 includes €2,760 for a company-provided vehicle, €28,758 of health care insurance premiums and €39,706 for

purchase of a company vehicle at cost.

(2) The stated amounts represent the Company's 2024 expense relating to the grants issued to the Chairman under the Stellantis N.V Equity Incentive Plan (or successor plan)

(3) The stated amount includes €5,628,611 of expense relating to the grants issued to the CEO under the Stellantis N.V Equity Incentive Plan (or successor plan), €4,885,883

relating to the Shareholder Return Incentive and €10,000,000 relating to achievement of one milestone of the CEO Transformation Incentive 2021 – 2025 Award, a description of

which is provided in the Long-Term Incentive section of the Remuneration Report.

(4) The stated amounts include the use of transport and tax services.

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(5) Mr. Agnelli was a Director of Stellantis from January 1, 2023 to April 12, 2023

(6) In accordance, with internal regulations of Bpifrance S.A., the Company at which Mr. Dufourcq serves as Chief Executive Officer and Executive Director, Mr. Dufourcq does

not receive any remuneration for the performance of his duties as a Director of Stellantis

(7) Ms. Claudia Parzani was appointed a Director of Stellantis effective April 16, 2024

(8) Mr. Ribadeau-Dumas was appointed Director of Stellantis effective April 13, 2023. In accordance with Mr. Ribadeau-Dumas's agreement with Exor N.V., non-executive

directors, having a seat on behalf of Exor N.V. are not paid their respective director compensation and that such compensation is paid directly to Exor N.V. An amount of

€210,000 was paid to Exor N.V. in accordance with the agreement

(9) Mr. Scott was a Director of Stellantis from January 1, 2024 to April 15, 2024

Base Salary

We provide competitive base salaries to compensate our Executive Directors for their primary roles and

responsibilities, and to provide a stable level of annual compensation. Actual salary levels are based on the Executive

Director’s role, level of responsibility, experience, individual performance, future potential and market value.


Executive Director	2024 Annual Base Salary
John Elkann, Chairman	$1,000,000
Carlos Tavares, Chief Executive Officer	€2,000,000

There were no increases in the annual base salary to the Executive Directors in 2024, nor planned for 2025. Mr.

Elkann has not received any increase in base salary in assuming a leadership role with Company after our CEO’s departure.

2024 Stellantis Annual Incentive Plan (“SAIP”)

The SAIP provides approximately 55,500 employees, including our CEO, with a cash incentive for the achievement

of specific annual targets for a set of financial and non-financial performance measures. The SAIP target and maximum

opportunity for our Executive Directors is shown below:


Executive Director	2024 Annual Incentive Target Opportunity (as a % of base pay)
Executive Director	Threshold	Target	Maximum
John Elkann, Board Chair	Not Eligible	Not Eligible	Not Eligible
Carlos Tavares, Chief Executive Officer	100%	200%	400%

All performance-related goals were approved by the Remuneration Committee before the end of the first quarter of

2024. Goals include both financial and strategic goals important for Company to achieve during 2024. Financial goals are

based on the annual budget developed in-line with the long-term Dare Forward 2030 strategic plan. The 2024 SAIP also

included a payout trigger whereby if the triggering metric is not achieved during the performance year, no annual incentive is

payable - regardless of whether the other financial or non-financial metrics performed above the respective thresholds.

2024 Payout Trigger

For any SAIP award to be paid, the Company must have positive Free Cash Flow for 2024. If this trigger is not

achieved, no SAIP is paid, regardless of achievement of any of the other metrics.

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2024 SAIP Metrics


Metric:	Weighting:
Adjusted Operating Income (“AOI”)	32.5%
Industrial Free Cash Flow (excludes FinCo)	32.5%
ESG: Safety (Lost Time Injury Rate)	8.0%
ESG: BEV Market Share Europe	6.0%
ESG: LEV Mix USA (Production)	6.0%
Quality: Failure Rate 3MS kppm	7.0%
Quality: Customer Satisfaction NPS-NV&AFS (Average)	4.0%
Quality: Total Warranty Cost (Incident KPI)	4.0%

Performance below the threshold will result in a zero payout for that particular metric.

Adjusted Operating Income

Adjusted operating income: Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing