Exhibit 99.9
SHAREHOLDERS’ AGM CONVENED ON APRIL 16, 2020 AT 12:00 noon CEST at the offices of Freshfields Bruckhaus Deringer LLP in Strawinskylaan 10, 1077 XZ Amsterdam (NL) |
PROXY FORM
To be sent to and to be received by: Computershare S.p.A., Via Nizza 262/73, 10126 Turin (Italy), as Agent forFCA N.V., by11:00 p.m. CEST on April 9, 2020by mail or by Fax (+39 011 0923202) or bye-mail (fca@computershare.it), as an attachment in PDF format.
Disclaimer
This Proxy Form shall be completed and signed by the Shareholder in orderto appoint Computershare S.p.A.to vote as per attached Voting Instructions Form at the Shareholders’ AGM of FCA N.V.. Alternatively the Shareholder canvote onlinethrough the company website (www.fcagroup.com/Investors/Stock Info&Shareholder Corner/Shareholder Meetings). |
Mandatory information *
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THE UNDERSIGNED* | ||||||||||
Date of birth * Place of birth * Resident in (town/city)* | ||||||||||
At(street address)* Italian Tax Code* | ||||||||||
Telephone no. * e-mail | ||||||||||
entitled to vote at the close of business of March 19, 2020 (record date) as(1): | ||||||||||
☐ registered shareholder ☐ legal representative or agent with authority tosub-delegate☐ Pledgee ☐ Taker-in | ||||||||||
☐ Beneficial interest holder ☐ official receiver ☐ manager ☐ other (specify) | ||||||||||
for no. * FCA common shares | ||||||||||
(2)registered in the name of | ||||||||||
Date of birth * Place of birth * Resident in (town/city)* | ||||||||||
At(street address)* | Italian tax Code | |||||||||
Registered in the securities account(3) no. At Bank code (ABI) Branch code (CAB) | ||||||||||
as resulting from communication no.(4) Made by (Bank) |
APPOINTSComputershare S.p.A. to attend at the above mentioned meeting andto vote, 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 authorityto 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. |
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SHAREHOLDERS’ AGM CONVENED ON APRIL 16, 2020 AT 12:00 noon CEST at the offices of Freshfields Bruckhaus Deringer LLP in Strawinskylaan 10, 1077 XZ Amsterdam (NL) |
VOTING INSTRUCTIONS FORM
The Undersigned
INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows
RESOLUTIONS OF THE AGENDA TO BE VOTED | VOTE (Please tick as appropriate) | |||||
2.c. Remuneration Report 2019 (advisory voting) | For | Against | Abstain | |||
2.d. Adoption of the 2019 Annual Accounts | For | Against | Abstain | |||
2.e. Approval of the 2019 dividend | For | Against | Abstain | |||
2.f. Granting of discharge to the directors in respect of the performance of their duties during the financial year 2019 | For | Against | Abstain | |||
3.a. Re-appointment of John Elkann (executive director) | For | Against | Abstain | |||
3.b. Re-appointment of Michael Manley (executive director) | For | Against | Abstain | |||
3.c. Re-appointment of Richard K. Palmer (executive director) | For | Against | Abstain | |||
4.a. Re-appointment of Ronald L. Thompson(non-executive director) | For | Against | Abstain | |||
4.b. Re-appointment of John Abbott(non-executive director) | For | Against | Abstain | |||
4.c. Re-appointment of Andrea Agnelli(non-executive director) | For | Against | Abstain | |||
4.d. Re-appointment of Tiberto Brandolini d’Adda(non-executive director) | For | Against | Abstain | |||
4.e. Re-appointment of Glenn Earle(non-executive director) | For | Against | Abstain | |||
4.f. Re-appointment of Valerie A. Mars(non-executive director) | For | Against | Abstain | |||
4.g. Re-appointment of Michelangelo A. Volpi(non-executive director) | For | Against | Abstain | |||
4.h. Re-appointment of Patience Wheatcroft(non-executive director) | For | Against | Abstain | |||
4.i. Re-appointment of Ermenegildo Zegna(non-executive director) | For | Against | Abstain | |||
5. Proposal to appoint Ernst & Young Accountants LLP as the Company’s independent auditor | For | Against | Abstain | |||
6.1. Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to | For | Against | Abstain | |||
6.2. Proposal to designate the Board of Directors as the corporate body authorized to limit or to excludepre-emptive rights for common shares as provided for in article 7 of the Company’s articles of association | For | Against | Abstain |
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SHAREHOLDERS’ AGM CONVENED ON APRIL 16, 2020 AT 12:00 noon CEST at the offices of Freshfields Bruckhaus Deringer LLP in Strawinskylaan 10, 1077 XZ Amsterdam (NL) |
6.3. Proposal to designate the Board of Directors as the corporate body authorized to issue special voting shares and to grant rights to subscribe for special voting shares up to the maximum aggregate amount of special voting shares as provided for in the Company’s authorized share capital as set out in the Company’s articles of association, as amended from time to time, as provided for in article 6 of the Company’s articles of association | For | Against | Abstain | |||
7. Proposal to authorize the Board of Directors to acquire fullypaid-up common shares in the Company’s own share capital as specified in article 8 of the Company’s articles of association | For | Against | Abstain | |||
8. Amendment of the remuneration policy of the Board of Directors | For | Against | Abstain | |||
9. Amendment of the special voting shares’ terms and conditions | For | Against | Abstain |
SIGNATURE |
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