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336 Reports of the

Independent

Auditors

To the Shareholders of FIAT S.p.A.

1. We have audited the statutory ﬁnancial statements of Fiat S.p.A. as of and for the year ended 31 December 2011, 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 ﬁnancial statements prepared in accordance

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 are the responsibility of the Company’s Directors. Our responsibility

is to express an opinion on these 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 ﬁnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence

supporting the amounts and disclosures in the 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.

For the opinion on the prior year’s ﬁnancial statements, whose data are presented for comparative purposes, reference should be

made to our auditor’s report issued on 21 February 2011.

3. In our opinion, the statutory ﬁnancial statements of Fiat S.p.A. as of and for the year ended 31 December 2011 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, the

results of operations and the cash ﬂows of Fiat S.p.A. as of and for the year then ended.

Auditor’s Report on the Statutory Financial

Statements pursuant to Articles 14 and 16 of

Legislative Decree n. 39 of 27 January 2010