Part I – Information Brochure .........................................................................................................Part I – 1 |
Part II – United States Terms and Conditions ...............................................................................Part II – 1 |
Annex I – List of members of the Stellantis Group........................................................…Part II – 6 |
Part III – Form of Representations and Obligations .....................................................................Part III – 1 |
•October 28, 2024 | Setting of the subscription price. You will be informed of the subscription price through the website www.sharestowin.stellantis.com/2024, by e-mail, and on notice boards on October 30, 2024. |
•From November 5 to 14, 2024 | Subscription period During this period, you can make an online subscription at www.sharestowin.stellantis.com/2024 by clicking on the “Subscribe” button. |
•December 19, 2024 | Settlement-delivery of the plan Shares to Win 2024. Issuance of Stellantis shares reserved to employees. In the weeks following the settlement-delivery of the Stellantis shares, if you subscribe, you will receive a notification from Global Shares, a company that provides stock plan administrative services to employers, including Stellantis, regarding the number of Stellantis N.V. shares you hold in your dedicated account. |


Shares to Win 2024 United States PART III OF | |
PART III OF THE PLAN: FORM OF REPRESENTATIONS AND OBLIGATIONS |

▪I, the undersigned, having considered the subscription price for a share of Stellantis N.V. common stock within the framework of the “Shares to Win” plan (the “Plan”) and having read the Plan, in particular Part I, the Information Brochure (the “Information Brochure”), and Part II, the United States Terms and Conditions (the “US Terms”), and also having read the Prospectus (“Prospectus”) made available to me on the website dedicated to the Plan (www.sharestowin.stellantis.com/2024), hereby subscribe for Stellantis N.V. shares of common stock (the “Shares”). ▪I understand that an exchange rate between the euro and the US dollars, determined by Stellantis N.V. on October 25, 2024, will apply to the subscription price of the Shares, and will not change for the duration of the subscription period. ▪By subscribing to Shares pursuant to the Information Brochure and the US Terms, I agree to be bound by the following representations and obligations. ▪I understand that in order to participate in the Plan, I must be able to document that: –I am a full-time employee with at least three consecutive months of corporate service with seniority as of November 14, 2024 with a participating company listed on Annex I of the US Terms; and –I have been employed as of November 14, 2024 with a participating company listed on Annex I of the US Terms and I am not on unpaid leave. ▪I understand that my subscription will give me the right to a matching contribution from Stellantis on my subscription by personal contribution, the terms of which are described in the US Terms. ▪I have been informed that the minimum amount of my subscription to the Plan, to be paid by payroll deduction, is the equivalent of one Share, and that it may not exceed 25% of my estimated gross annual remuneration (fixed and variable) for 2024. In the event I exceed this threshold, I authorize my employer to reduce the amount of my subscription to the extent necessary to allow me to comply with this investment limit. The matching contribution to be received under the Plan is not taken into account in calculating this investment limit. Information about the Plan ▪I acknowledge that, I have been informed that: | –my Shares will be subject to transfer restrictions for three years, except in the cases of early release, as described in the US Terms. –the amount of my investment could be reduced in the event of oversubscription, according to the terms and conditions described in the Information Brochure and the U.S Terms. ▪I acknowledge that, in the event that I should exercise my right of early exit and request the sale of my Shares before the lapse of three years, I must promptly inform the company of the Stellantis Group by whom I am/was employed. Payment and default of payment ▪The amount corresponding to my subscription, which will be paid by payroll deduction, will be equal to the amount I indicated online, unless reduced in case I exceed the maximum investment limit (equal to 25% of my estimated remuneration for the calendar year 2024) or in the event of oversubscription, as described in the U.S. Terms. ▪In the event of default on payment, my subscription will be automatically cancelled. A single, after-tax payroll deduction will be taken for the amount of the subscription price. Any subscription price deduction will be taken from my wages after all normal and regular taxes are withheld. I acknowledge that in some cases this could result in a zero net paycheck and/or reduction of my other deductions. If the full amount elected is not available, I understand that my subscription will be cancelled, and I will receive no Shares. Information on the Shares ▪I understand that the Shares will be listed on multiple regulated markets including on the New York Stock Exchange. I understand the risk inherent in investing in the Shares of a single company and that my investment presents a risk of capital loss in the event of a decline in the value of the Shares. ▪I hereby declare that, in deciding to subscribe for Shares, I have relied only on information in the Prospectus or incorporated by reference therein. I acknowledge that Stellantis has not authorized anyone to provide me with information that is different. I have not relied on any information from my employer, any other Stellantis Group company, or any of their officers, employees, agents or representatives. |
Protection of personal data ▪I acknowledge that I have been duly informed that my personal data will be processed in compliance with the EU Regulation nᵒ2016/679 (the General Data Protection Regulation - the “GDPR”), for which Stellantis N.V acts as the data controller (the “Controller”), for the data collected and stored, in order to assert my rights under the Plan reserved for employees of the companies participating in the Plan. The Controller informs that the personal data, provided directly by the employee in the context of the Shares subscription, will be collected by Natixis Interépargne, the centralizing agent for subscriptions, which will act as the autonomous data controller, according to the applicable privacy laws. In order to receive further details on the processing operations carried out by Natixis Interépargne, please refer to the information notice provided by the latter, under Article 13 of the GDPR. ▪The participation in the Plan involves, in the normal course, the processing of common personal data (e.g., identification and contact data), data relating to the employment position of the employees who subscribe to the Shares, data relating to tax obligations and any other personal data which may be necessary in order to finalize the subscription process. ▪In case of early release of Shares from the three-year lock-up period for disability, the Controller will collect special categories of personal data within the meaning of Article 9 of GDPR, in particular, data which can reveal the state of health of the data subject (together with the common personal data, the “Personal Data”). ▪Common Personal Data will be processed in order to ensure the participation in and/or the sale in the context of the Plan and the fulfilment of the legal obligations to which the Controller is subject. ▪Common Personal Data are processed by the Controller in accordance with Article 6, letter b) and c) of GDPR. ▪The Controller will process special categories of Personal Data only with the prior valid consent of the subject to whom the Personal Data refer, according to Article 9(2), letter a) of GDPR. Such consent will be required by the Controller by means of appropriate form, when the participant will make a request for early release for disability. Also in such case, the Controller informs that employees’ personal data belonging to special categories will be collected by Natixis Interépargne, according to the privacy laws. ▪I acknowledge that I have been duly informed that the Personal Data provided in connection with my participation in the Plan may be transmitted by and exchanged between the Controller, my employer, Natixis Interépargne, Butterfly (the communications agency), and Global Shares Execution Services Limited as securities account holder, and by/and to any other party expressly authorized to receive and retain this data and to process it for the sole purpose of administering the Plan, for the keeping of accounts | and the electronic data processing, and for the purpose of asserting my rights under the Plan. The Controller informs that the aforementioned categories of third parties may process personal data as “data processor”, on the basis of a specific data processing agreement (“DPA”) entered into with the Controller, pursuant to Article 28 of the GDPR and/or autonomous “data controller”, in accordance with the applicable privacy laws. Lastly, the Controller informs that employees’ Personal Data will be processed by the Controller’s personnel, previously authorized to process personal data under Article 29 of the GDPR. ▪If Personal Data, processed in the context of the subscription to the Plan, is transferred towards third countries which are located outside the European Economic Area (“EEA”), this will be in accordance with the provisions set forth by Articles 45-46 of the GDPR. ▪The common personal data requested in the context of my subscription to the Plan are necessary and mandatory for my participation in the Plan and will be retained for the time strictly necessary to pursue the purposes stated above. In the absence of this data, my subscription will not be taken into account. In case of the processing of personal data belonging to special categories, the processing of thereof will be carried out only for the time strictly necessary (i.e., to allow employees to apply for an early release of their Shares). In any case, a different data retention period may be applied for the fulfillment of other applicable law provisions and/or for the exercise and/or defense of a Controller and/or third party’s right and/or legitimate interest. ▪I understand that I may exercise the rights granted to me by the GDPR, in particular the right of access, modification and rectification of my personal data: –By contacting the centralising agent for subscriptions to Natixis Interépargne, in writing to the following address: DPO Natixis Interépargne – 59, avenue Pierre Mendès France 75013 Paris, France, or at the following email address: relais- cnil-interepargne@natixis.com; –By contacting the securities account holder, Global Shares Execution Services Limited, at the following address: privacy.global.shares@jpmorgan.com; and –By contacting the Data Protection Officer of Stellantis at the following email address: dataprotectionofficer@stellantis.com. ▪I acknowledge that I have a right to set guidelines for the storage, deletion, and communication of my personal data after my death (subject to the condition that my Shares have all been sold, and archiving obligations). ▪I also understand that I have the right to refer to the competent data protection Authority, including the Dutch Data Protection Authority (Autoriteit Persoonsgegevens), for any questions relating to the protection of my personal data. |
▪Finally, I understand that if I am a California resident, the California Privacy Rights Act of 2020 (CPRA) requires employers to inform individuals who reside in California about the employment-related personal information (PI) collected by the employer and how that data is used. Covered individuals can include applicants, employees, dependents and independent contractors. I may access information on how Stellantis collects and uses my PI at: ADM102 - Data Protection Directive for Workforce Personal Data - The Hub (stellantis.com). Employment rights ▪Nothing contained in this representations and obligations document, or in any other materials made available in connection with “Shares to Win” shall confer upon me any right or entitlement in respect of my employment. Participation in “Shares to Win” is separate from, and does not form part of, my employment terms and conditions. I understand that nothing contained in this representations and obligations document, or in any materials made available in connection with the Plan, shall confer upon me any right or entitlement in respect of future employment. ▪I acknowledge that “Shares to Win” is provided by Stellantis N.V., not by my participating employer. “Shares to Win” does not form part of the terms and conditions of my employment and does not amend or supplement the terms and conditions of my employment. Governing law ▪I understand and acknowledge that the terms of my participation in “Shares to Win” are governed by Dutch law. Taxes ▪I acknowledge that share price discount and any Shares I acquire with the Matching Contribution, each as described in the Prospectus, will be subject to federal income taxes, FICA (Social Security and Medicare taxes) and, if applicable, state and local taxes in the pay period in which the taxable benefit is processed. I understand this could result in a zero net paycheck and/or reduction of my other deductions. I understand that the share price discount and any Shares I acquire with the Matching Contribution will be processed as a taxable benefit and will appear in the Miscellaneous section of my pay statement on the pay period in which it is processed (sometime after December 19, 2024). Consent and authorization to Withhold Subscription Price from my wages I understand that payment for my subscription price shall be made by payroll deduction from my wages: –For monthly-paid employees, the subscription price will be deducted from my wages in a single installment for the payroll period ending November 30, 2024; | –For biweekly-paid employees, the subscription price will be deducted from my wages in a single installment for the payroll period ending December 1, 2024; and –For weekly-paid employees, the subscription price will be deducted from my wages in a single installment for the payroll period ending December 1, 2024. Payroll deductions will be taken in the period indicated above. If there are not enough wages to cover my subscription, I understand my subscription will be cancelled in its entirety. Any deduction from wages regarding the subscription of the Shares will be taken after all normal and regular taxes and deductions are withheld. Please note that in some cases this could result in a zero net paycheck. If the full amount of the subscription price is not available in that payroll period, I understand that my subscription will be cancelled. By subscribing online, I hereby consent to and authorize the deduction of my subscription price from my wages in the manner described above. |