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346

AUDITOR’S

REPORTS

To the Shareholders of FIAT S.p.A.

1. We have audited the consolidated ﬁnancial statements of Fiat S.p.A. and its subsidiaries (the “Fiat Group”) as of and for

the year ended 31 December, 2009, which comprise the statement of ﬁnancial position, the income statement, the statement

of comprehensive income, the statement of changes in equity, the statement of cash ﬂows and the related notes to ﬁnancial

statements. These consolidated ﬁnancial statements prepared in accordance with International Financial Reporting Standards

(“IFRS”) as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian

Legislative Decree n. 38/2005 are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on

these consolidated ﬁnancial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards recommended by CONSOB, the Italian Commission for

listed Companies and the Stock Exchange. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the consolidated ﬁnancial statements are free of material misstatement. An audit includes examining,

on a test basis, evidence supporting the amounts and disclosures in the consolidated ﬁnancial statements. An audit also

includes assessing the accounting principles used and signiﬁcant estimates made by the Directors, as well as evaluating the

overall ﬁnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The consolidated ﬁnancial statements present for comparative purposes prior year data and the statement of ﬁnancial position

as of 1 January, 2008. As explained in the notes to the consolidated ﬁnancial statements and as required by new IFRS

pronouncements indicated in the paragraph “Accounting principles, amendments and interpretations adopted from 1 January,

2009”, the Directors have restated certain comparative data related to the prior year’s consolidated ﬁnancial statements and to

the statement of ﬁnancial position as of 1 January, 2008 (derived from the consolidated ﬁnancial statements as of 31 December,

2007) with respect to the data previously reported and audited by us, on which we issued auditor’s reports dated 18 February,

2009 and 18 February, 2008, respectively. These modiﬁcations to comparative data and related disclosures included in the

notes to the consolidated ﬁnancial statements have been audited by us for the purpose of expressing our opinion on the

consolidated ﬁnancial statements as of 31 December, 2009.

3. In our opinion, the consolidated ﬁnancial statements of the Fiat Group as of 31 December, 2009 comply with International

Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant

to art. 9 of Italian Legislative Decree n. 38/2005; accordingly, they give a true and fair view of the ﬁnancial position of the Fiat

Group, and of the results of its operations and its cash ﬂows for the year then ended.

AUDITOR’S REPORT ON THE CONSOLIDATED

FINANCIAL STATEMENTS PURSUANT TO

ART. 156 OF LEGISLATIVE DECREE

N. 58 OF 24 FEBRUARY, 1998