Exhibit 4.3

General Meeting
of Shareholders
5 April 2012
Reports on “Compensation and own shares”:
Incentive Plan, resolutions pursuant to Article 114-bis of Legislative Decree 58/98
(Item 3 b. on the Agenda)

3. Compensation and own shares:

b. Incentive Plan, resolutions pursuant to Article 114-bis of Legislative Decree 58/98

Shareholders,

Pursuant to Article 114-bis of the Legislative Decree February 24, 1998 no. 58 (the “Financial Act”), we hereby submit for your approval the motions approved by the Board of Directors on February 22, 2012.

Specifically, these motions relate to the adoption of an equity incentive plan aimed at providing a long term based incentive with performance and retention component to the overall compensation package of the Beneficiaries, as better identified below, thereby providing the Group with an instrument that is more closely aligned to the current competitive environment in the capital goods business globally and to the specific needs of the Group and long term shareholder interests.

The Plan (as defined below) takes the form of stock grants and entitles the relevant beneficiaries to receive, under specific conditions and without cash consideration, a number of Fiat Industrial S.p.A. (the “Company”) ordinary shares (the “Shares”) equivalent to the number of rights granted (the “Rights”).

The first part of the Plan is the Company Performance Long Term Incentive (“Company Performance LTI”) and provides for the allocation of a maximum 3 million Rights – subject to the achievement of pre-established financial performance objectives for the performance period starting on January 1, 2012 and ending on December 31, 2014, and continuation of a professional relationship with the Group.

The second part of the Plan is the Retention Long Term Incentive (“Retention LTI” and together with the Company Performance LTI, the “Plan”) with an allocation of a maximum of 3 million Rights, subject to certain levels of individual performance and continuation of a professional relationship with the Group.

The Chairman of the Company, Mr. Sergio Marchionne, is beneficiary of both parts of the Plan.

This report was prepared in conformity with the instructions for disclosure provided as a schedule to the Issuers’ Regulation no. 11971 issued by Consob on May 14, 1999 (the “Issuers’ Regulation”).

Definitions

For the purpose of this Report the terms listed below shall have the respective meaning set forth in this Section:

Beneficiaries: the beneficiaries of (either or both parts of) the Plan, including the Company’s Chairman, Mr. Sergio Marchionne

Company: Fiat Industrial S.p.A.

Company Performance LTI: the part of the Plan directly linked with the achievement of pre-established financial performance objectives for the performance period starting on January 1, 2012 and ending on December 31, 2014

Compensation Committee: the Nominating, Compensation and Sustainability Committee of the Company

Financial Act: Legislative Decree February 24, 1998 no. 58, as subsequently amended

Issuers’ Regulation: Issuers’ Regulation issued by Consob on May 14, 1999 and its Annexes, as subsequently amended

Plan: the Company Performance LTI and the Retention LTI

Retention LTI: the part of the Plan directly linked with the continuing employment relationship with the Company throughout the vesting period

Rights: the rights granted to the beneficiaries that, upon fulfillment of the vesting conditions provided for in the Plan, will convert in an equal number of Shares to be physically delivered to the Beneficiaries

Share(s): the Company’s ordinary share(s)

Beneficiaries

The Beneficiaries of the Plan will be approximately one hundred and fifty executives holding key positions which have a significant impact on business results, excluding individuals being the beneficiaries of current or future financial

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instruments-based incentive schemes assigned by CNH Global N.V. A minor percentage of the Beneficiaries of the Retention LTI would be selected on a discretionary basis in order to provide incentive to individuals (i) whose particular performance is critical to the success of the Group, or (ii) who hold exceptional leadership requisites.

The Chairman of the Company, Sergio Marchionne, is beneficiary of both parts of the Plan.

The other executives will be selected by the Chairman of the Company in accordance with criteria approved by the Compensation Committee, among employees of the Company and/or its subsidiaries, consistent with organizational criteria and contribution of such beneficiaries to the economic and financial results of the Company and or its subsidiaries.

Should all or part of the Beneficiaries must be identified on a name basis, in accordance with Scheme 7 of Annex 3A of the Issuers’ Regulation, the Company will inform the market as prescribed by Article 84-bis, paragraph 5 of the Issuers’ Regulation.

Reasons for the Plan

In general, incentive plans based on financial instruments motivate individuals in key positions to achieve Company’s and Group’s financial performance targets, correlating that incentive to the medium-to long-term value created for shareholders. The level of commitment is further strengthened when vesting of rights is subject to the achievement of specific financial performance targets over a predetermined reference period.

At the same time, motivating management by granting instruments that are representative of the Company’s value contributes to the alignment of the interests of management with those of shareholders, promoting a sense of identification with the Group and significantly enhancing retention as a result.

Retention is also sought through the use of incentives, which are subject to continued professional relationship with the Group.

As anticipated above, the Plan is aimed at providing the Group with an instrument that is more closely aligned to the current competitive environment in the capital goods sector globally and to the specific needs of the Group and long term shareholders’ interests. In particular, long-term incentive schemes incentivize individuals in key positions toward the achievement of Company and Group performance targets through the alignment of long-term incentives to value creation for shareholders.

Finally, with reference to the criteria used to determine the time frame of the Plan, it should be noted that the Plan will be executed over a time period of three years, which is generally considered to be the most appropriate to get a grounded and meaningful measure of the Company’s and Group’s performance. With these objectives, the Board of Directors, advised by the Compensation Committee, constantly monitors the effectiveness of existing incentive schemes in relation to the global market and, in particular, the industries in which the Group operates.

The importance of management and the stability of that management in a period of significant volatility have been key factors in the success of the Group’s companies since 2004 and will have increasing importance in the future. Having effective tools for motivation and retention, therefore, is an essential competitive factor.

For the reasons stated above and upon proposal by the Compensation Committee, the Board determined that it is significantly in the Company’s and Group’s interests to increase the incentive and retention capability through the adoption of a long-term incentive plan.

The Company Performance LTI consists primarily of a performance based component and is linked to Group’s pre-established performance targets. The vesting period is through the end of the performance period (i.e., the Board of Directors’ approval of the 2014 consolidated financial statements) and is based on cumulative three-year results. Therefore, the Company Performance LTI Plan will be based on a one-time grant covering 2012-2014 period: this part of the Plan will be vested at the end of the performance period and will be based on cumulative three-year results, it being understood that all targets assigned to the Beneficiaries should be cumulatively met in order to fulfill the vesting conditions.

The Retention LTI has a retention-only component and is linked to individual contribution. The vesting period is through the third anniversary of said Retention LTI, being understood that one-third of this component will be vested on each grant anniversary over the three years. Under the Plan, it is envisaged that the Company will assign three different cycles of Retention LTI: the first award would occur in 2012 (and it will vest over the 2012-2015 period), the second in 2013 (and it will vest over the 2013-2016 period), and the third in 2014 (and it will vest over the 2014-2017 period).

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For more detailed information on the characteristics of the financial instruments and the vesting period, please refer to the relevant paragraph below.

The performance targets and the other criteria relating to the Company Performance LTI and the Retention LTI will be set forth (and from time to time amended according to market conditions) by the Chairman of the Company, in accordance with criteria approved by the Compensation Committee.

The maximum amount of Rights to be granted to each Beneficiary, other than the Chairman of the Company, will be set forth by the Chairman of the Company but it is not expected to exceed the equivalent at the grant date of the annual fixed compensation of each Beneficiary.

The amount of Rights granted to the Chairman of the Company is submitted to the approval of the shareholders’ meeting. For further information on this amount, please refer to paragraph “Characteristics of the financial instruments” below.

The Shares attributed under the Plan are ordinary Shares issued by the Company; no financial instruments will be issued by the Company, the Company’s subsidiaries or the Company’s parent company or by any third party.

The Plan is in line with latest international best practice and would take the form of stock grants which are based, for the portion whose vesting is subject to the achievement of performance objectives, on performance measurement tools that are consistent with current market conditions and linked to key performance indicators for the Group.

Tax effects of the Plan benefits are the responsibility of the Beneficiaries.

Given its characteristics, no special funds (including the special fund for the encouragement of worker participation, referred to in Article 4, paragraph 112, of the Italian Law December 24, 2003 no. 350) would support the Plan.

Procedure for approval of the Plan

The Plan was discussed and proposed by the Compensation Committee, composed of R. Liberatore (independent director), J. Zhao (independent director) and by its Chairman, J. Elkann: the Compensation Committee examined the matter during its meetings held in October 2011 and February 2012.

On February 22, 2012, the Board of Directors, with Sergio Marchionne abstaining during the discussion and approval of the Plan exclusively in his quality as Beneficiary, unanimously approved the Compensation Committee’s proposal and submitted the proposed Plan to Shareholders for approval, pursuant to Article 114-bis of the Financial Act.

The entire process of definition of the characteristics of the Plan was developed in a collective manner with the propositional and consulting support of the Compensation Committee, in compliance with the recommendations of the Corporate Governance Code of listed companies promoted by Borsa Italiana S.p.A. and with the best corporate practices in this matter.

The Official Price published by Borsa Italiana for the Company Shares on February 22, 2012 was €8.118.

Should you approve this proposal, the grant of the Rights to the Chairman of the Company under the Plan would have immediate effect while, as required by law, information on the Beneficiaries and actual number of financial instruments granted in relation to the Company Performance LTI and the Retention LTI will be communicated to the market pursuant to the applicable laws and regulations.

The Plan will be administered by the Board of Directors of the Company, which has all necessary or appropriate powers in order to implement the Plan. Said powers include, without limitation, the power to establish any other terms and conditions for the implementation of the Plan, provided that such terms and conditions do not contravene to the general terms and conditions approved by the shareholders’ meeting.

Characteristics of the financial instruments

The Plan (the Company Performance LTI and the Retention LTI) is based on the granting of Rights, which upon vesting conditions being fulfilled will entitle the Beneficiaries to receive an aggregate maximum of 6 million Company Shares. A separate section of the Plan is dedicated to the Chairman with features focused on maximizing his retention and his commitment to achieving the Business Plan objectives. To attain such objectives, Mr. Marchionne’s Company Performance LTI for the three years of the duration of the Plan (2012-2014) will result in a one-time grant of 1 million Rights.

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The Chairman of the Company will be beneficiary of the Retention LTI Plan with an even more relevant retention value for the Company; this part of the Plan will be equal to 1.1 million Rights awarded, upon your approval of this Report, with a one-time grant, and vesting one third each, upon Mr. Marchionne still being in his position of Chairman of the Company on February 22, 2013, February 22, 2014, and February 22, 2015, respectively.

A maximum of 3.9 million Rights would be available for allocation to the Beneficiaries, other than the Chairman of the Company.

Of the above mentioned 3.9 million Rights, approximately 1.9 million would be granted over the three cycles under the Retention LTI and approximately 2 million for a one-time grant covering a three year performance period 2012-2014 under the Company Performance LTI.

With regard to the Company Performance LTI, Rights would vest subject to the achievement of pre-established financial performance targets for the performance period starting on January 1, 2012 and ending on December 31, 2014 and remaining in office or upon the continuation of the professional relationship with the Group, as the case may be, until approval of the 2014 consolidated financial statements by the Board of Directors; the Rights will be vested in a single tranche upon approval of the 2014 consolidated financial statements by the Board of Directors.

With regard to the Retention LTI, Rights would vest solely subject to the Beneficiaries continued professional relationship with the Group through the vesting period of each cycle; the Rights will be exercised ratably upon each of three anniversary dates of the grant.

The Plan is to be serviced through treasury Shares bought on the market rather than through the issue of new Shares and, therefore, would have no dilutive effects. The Company will purchase treasury Shares sufficient to fully service the Plan hereby submitted for your approval.

Specific rules (involving acceleration or forfeiting of the Rights) apply to certain cases of early termination of the relationship, such as, for example, a change of employer within the Group, retirement or death of the Beneficiary.

Other conditions of the Plan include, among others, specifically (i) the right of the Company to substitute, in whole or in part, Shares vested under the Plan with a cash payment calculated on the basis of the Official Price of those Shares published by Borsa Italiana on the date of vesting fulfillment, (ii) the discretion of the Chairman of the Company to determine, on one or more occasions, the number of Rights to be granted to each Beneficiary, as well as to reassign any Rights forfeited due to termination of the employment relationship.

Rights relating to the Plan are granted to the Beneficiary only and are non-transferable, except by inheritance once vested, while the Shares received will not be subject to any restrictions other than legal restrictions relating to the use of privileged information. The Board of Directors may set trading restrictions for periods immediately prior to key dates in the corporate calendar.

On February 22, 2012 the preliminary estimate of the annual non-cash cost of the proposed Plan was approximately €48.7 million for the duration of the Plan. Those costs will be recalculated on the date that the proposals, if approved, become effective, on the basis of the price of Company Shares and the stated vesting conditions. For the part of the Plan relating to the Chairman of the Company, that date shall be the date of Shareholders’ approval. For the granting of the maximum 3.9 million Rights to other executives, that date shall be the effective grant date. For accounting purposes, the cost calculated on the grant date is recognized on a pro rata basis over the vesting period as the vesting conditions are met.

In addition to the proposed Plan that is being submitted for your approval, the Company does not have other incentive plans in place for directors and executives.

February 22, 2012

On behalf of the Board of Directors

/s/ John Elkann

John Elkann

CHAIRMAN OF THE NOMINATING,

COMPENSATION AND SUSTAINABILITY COMMITTEE

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SHARE-BASED PAYMENT PLANS
Table 1 of schedule 7, Annex 3A of Regulation no. 11971/1999	Date: 22 February 2012

BOX 1

Financial instruments other than options

Section 2

Newly granted instruments based on decision of:

x Board of Directors for proposal to Shareholders

competent body in Implementation of Shareholder resolution

Name or category

Position (required only for individuals named)

Date of shareholders’ resolution

Description of instruments

Number of financial instruments

Date of grant

Purchase price (if applicable)

Market price on grant date Source: Borsa Italiana

Vesting period

Sergio Marchionne

Chairman of the Board of Directors Fiat Industrial S.p.A.

—

Stock grant entitling to receive, under specific conditions and without cash considerations, Fiat Industrial ordinary shares

2,100,000

22 February 2012

—

8.118

*

2012-2015

Executives holding key positions with significant impact on business results

—

Stock grant entitling to receive, under specific conditions and without cash considerations, Fiat Industrial ordinary shares

3,900,000

—

—

—

2012-2017

* Official price reported on the Stock Exchange on 22 February 2012, the date when the Board of Directors approved the motion to be submitted to the Shareholders’ Meeting.

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