Exhibit 99.3
SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 14, 2023 AT 2:30 P.M. CEST Exhibit 99.3 PROXY FORM To be sent to and to be received by: Computershare S.p.A., Via Nizza 262/73, 10126 Turin (Italy), as Agent for CNH Industrial N.V., by 11:00 p.m. CEST on April 7, 2023 by mail or by Fax (+39 011 0923202) or by e-mail (cnhi@computershare.it), as an attachment in PDF format. Disclaimer This Proxy Form shall be completed and signed by the Shareholder in order to appoint Computershare S.p.A. to vote online as per attached Voting Instructions Form at the Shareholders’ Annual General Meeting of CNH Industrial N.V.. Alternatively the Shareholder can vote online through the company website ( https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023). Mandatory information * THE UNDERSIGNED (natural person only)* Date of birth * Place of birth * Resident in (town/city) * At (street address) * Tax Code Telephone no. * e-mail entitled to vote at the close of business of March 17, 2023 (record date) as (1): registered shareholder legal representative or agent with authority to sub-delegate Pledgee Taker-in Beneficial interest holder official receiver manager other (specify) for no. * CNH Industrial common shares (2) registered in the name of (natural or legal person) Date of birth * Place of birth * Resident in (town/city) * At (street address) * ID no.(tax code/LEI) Registered in the securities account (3) no. At Bank code (ABI) Branch code (CAB) as resulting from communication no. (4) Made by (Bank) APPOINTS Computershare S.p.A. to attend at the above mentioned Meeting and to vote online, with reference to the above shares, in accordance with the instructions provided in the following Voting Instructions Form. If no such directions are indicated, ACKNOWLEDGES that Computershare S.p.A. will have the authority to vote “For” with regard to all following proposals. DATE Form of identification (5) (type)* Issued by * no. * SIGNATURE 1) Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power. 2) To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included. 3) Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement. 4) Reference to the communication made by the intermediary and its name. 5) Provide details of a valid form of identification of the proxy signatory. __________________________________________________________________________________________________________________ 1
SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 14, 2023 AT 2:30 P.M. CEST VOTING INSTRUCTIONS FORM THE UNDERSIGNED INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows VOTE Prog. RESOLUTIONS OF THE AGENDA TO BE VOTED (Please tick as appropriate) 0010 2.b. Adoption of the 2022 Annual Financial Statements For Against Abstain 0020 2.c. Proposal of a dividend for 2022 of €0.36 per common share For Against Abstain 2.d. Proposal to discharge the executive directors and the non-executive directors for the performance of 0030 For Against Abstain his or her duties in 2022 0040 3.a. Application of the remuneration policy in 2022 (advisory vote) For Against Abstain 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors 0050 For Against Abstain under equity incentive plans 0060 4.a. Re-appointment of Suzanne Heywood For Against Abstain 0070 4.b. Re-appointment of Scott W. Wine For Against Abstain 0080 4.c. Re-appointment of Howard W. Buffett For Against Abstain 0090 4.d. Re-Appointment of Karen Linehan For Against Abstain 0100 4.e. Re-appointment of Alessandro Nasi For Against Abstain 0110 4.f. Re-appointment of Vagn Sørensen For Against Abstain 0120 4.g. Re-appointment of Åsa Tamsons For Against Abstain 0130 4.h. Appointment of Elizabeth Bastoni For Against Abstain 0140 4.i. Appointment of Richard J. Kramer For Against Abstain 0150 5.a. Authorization to issue shares and/or grant rights to subscribe for shares For Against Abstain 0160 5.b. Authorization to limit or exclude pre-emptive rights For Against Abstain 0170 5.c. Authorization to issue special voting shares For Against Abstain 0180 5.d. Authorization to repurchase own shares For Against Abstain 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 0190 For Against Abstain 2024 financial year SIGNATURE ………………………………. __________________________________________________________________________________________________________________ 2
MMMMMMMMMMMM CNH Industrial N.V. MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must be ADD 1 ADD 2 received by April 7, 2023 at ADD 3 5:00 P.M. Eastern Daylight Time. ADD 4 ADD 5 Online ADD 6 Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain For Against Abstain 2.b. Adoption of the 2022 Annual Financial Statements 2.c. Proposal of a dividend for 2022 of €0.36 per common + share 2.d. Proposal to discharge the executive directors and the 3.a. Application of the remuneration policy in 2022 non-executive directors for the performance of his or her duties in 2022 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans 4. Re-Appointment of the Executive Directors and (Re)-Appointment of the Non-Executive Directors For Against Abstain For Against Abstain For Against Abstain 4.a. – Re-appointment of 4.b. – Re-appointment of 4.c. – Re-appointment of Suzanne Heywood Scott W. Wine Howard W. Buffett 4.d. – Re-appointment of 4.e. – Re-appointment of 4.f. – Re-appointment of Karen Linehan Alessandro Nasi Vagn Sřrensen 4.g. – Re-appointment of 4.h. – Appointment of 4.i. – Appointment of Ĺsa Tamsons Elizabeth Bastoni Richard J. Kramer For Against Abstain For Against Abstain 5.a. Authorization to issue shares and/or grant rights to subscribe 5.d. Authorization to repurchase own shares for shares 5.b. Authorization to limit or exclude pre-emptive rights 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year 5.c. Authorization to issue special voting shares C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 571709 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
2023 Annual Meeting Admission Ticket 2023 Annual Meeting of CNH Industrial N.V. Shareholders The 2023 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on April 14, 2023, 2:30pm CEST at Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 14, 2023 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 14, 2023, commencing at 2:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. +
CNH Industrial N.V. MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must be ADD 1 ADD 2 received by April 7, 2023 at ADD 3 5:00 P.M. Eastern Daylight Time. ADD 4 MMMMMMMMM ADD 5 Online ADD 6 Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain For Against Abstain 2.b. Adoption of the 2022 Annual Financial Statements 2.c. Proposal of a dividend for 2022 of €0.36 per common + share 2.d. Proposal to discharge the executive directors and the 3.a. Application of the remuneration policy in 2022 non-executive directors for the performance of his or her duties in 2022 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans 4. Re-Appointment of the Executive Directors and (Re)-Appointment of the Non-Executive Directors For Against Abstain For Against Abstain For Against Abstain 4.a. – Re-appointment of 4.b. – Re-appointment of 4.c. – Re-appointment of Suzanne Heywood Scott W. Wine Howard W. Buffett 4.d. – Re-appointment of 4.e. – Re-appointment of 4.f. – Re-appointment of Karen Linehan Alessandro Nasi Vagn Sřrensen 4.g. – Re-appointment of 4.h. – Appointment of 4.i. – Appointment of Ĺsa Tamsons Elizabeth Bastoni Richard J. Kramer For Against Abstain For Against Abstain 5.a. Authorization to issue shares and/or grant rights to subscribe 5.d. Authorization to repurchase own shares for shares 5.b. Authorization to limit or exclude pre-emptive rights 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year 5.c. Authorization to issue special voting shares C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 571709 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03RSMC
2023 Annual Meeting Admission Ticket 2023 Annual Meeting of CNH Industrial N.V. Shareholders The 2023 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on April 14, 2023, 2:30pm CEST at Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 14, 2023 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the ���Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 14, 2023, virtually commencing at 2:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Declaration and Power of Attorney: By checking this box, you irrevocably and unconditionally: (a) agree to be bound by the Special Voting Shares Terms and Conditions, as published on the CNH Industrial website; and (b) authorize and instruct Computershare represent you and act on your behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Share in accordance with and pursuant to the Special Voting Shares Terms and Conditions. D Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD. +