Iveco N : Minutes of the AGM – Draft Version

Draft version posted on13 July 2023

DEED OF RECORD (proces-verbaal)

On the fourteenth day of April two thousand and twenty-three as of eleven hours and thirty minutes ante meridian Central European Summertime, I, Dirk-Jan Jeroen Smit, civil law notary, officiating in Amsterdam, the Netherlands, attended the Annual General Meeting of shareholders of Iveco Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, its corporate office address at Via Puglia 35, 10156 Turin, Italy, and registered with the trade register of the Dutch Chamber of Commerce under number 83102701 (the Company or Iveco Group), held at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands (both the Annual General Meeting of shareholders and the corporate body consisting of the shareholders present at that meeting are hereinafter referred to as: the Meeting), with the purpose of taking notarial minutes of the Meeting.

I, Dirk-Jan Jeroen Smit, civil law notary aforementioned, have recorded the following:

1. Opening.

I, Dirk-Jan Jeroen Smit, civil law notary, aforementioned, as chair of the Meeting (the Chair) opened the Meeting at eleven hours and thirty minutes ante meridian Central European Summertime and welcomed all present. The Chair announced that:

• Mr Lorenzo Simonelli, the Senior Non-Executive Director, was unavailable and that therefore the board of directors of the Company (the Board) had

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appointed Dirk-Jan Jeroen Smit, civil law notary, aforementioned, to chair the Meeting;

• Ms Suzanne Heywood, Chairperson of the Company (the Chairperson), and Mr Gerrit Marx, the Chief Executive Officer (the CEO) were attending the Meeting by remote connection;
• the external auditor, Mr Pieter Laan from Ernst & Young Accountants LLP (Ernst & Young), was also attending the Meeting;
• Mr Bert Spijkervet, deputy civil law notary of Freshfields Bruckhaus Deringer LLP, Amsterdam office, was present and had been appointed as secretary of the Meeting;
• the proceedings would be held in English. There were headphones available for simultaneous translation from English into Dutch for shareholders attending in person;
• the convening notice of the Meeting had been published on the Company's website on the second day of March two thousand and twenty-three and the Meeting had been convened in accordance with the legal and statutory requirements;
• the use of audio/video recording devices by shareholders was not allowed. The Chair invited those attending the Meeting in person who wished to speak to liaise with the shareholders' assistance table and specify the issue they wished to discuss. The Chair requested, in order to allow a proper recording for the minutes of the Meeting, those who wished to address the Meeting to intervene when invited to do so using one of the microphones in the meeting room and, as soon as the Chair had granted permission to address the Meeting, to state the speaker's name clearly and, if applicable, the name of the person or the company that the speaker was representing. The Chair explained that shareholder's speeches had to be concise and strictly relevant to the Meeting. Any comments constituting a disturbance or that were offensive or improper were not allowed. The Chair further explained that in its role as chair of the Meeting, he considered a maximum of five (5) minutes to be appropriate for each shareholder desiring to speak on a particular agenda item. In the interest of an orderly meeting, the Chair reserved the right to deny a shareholder the possibility to continue to speak beyond this limit, including in the case that their comments did not relate to the business of the Company or any voting declaration. The Company made it possible to follow the Meeting via a webcast broadcasted live on the Company's website. In addition, shareholders entitled to attend were given the opportunity to submit written questions in advance regarding the agenda items, according to the terms set forth in the convening notice. The Chair announced that no questions had been submitted prior to the Meeting. The Chair pointed out that agenda items would be addressed following their order and sub-items would be

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discussed in sequence. The Chair said that shareholders had been given the opportunity to exercise their voting rights prior to the meeting via web procedure, according to the terms set forth in the convening notice. For shareholders attending the Meeting in person, voting took place electronically. Voting on sub-items would be deferred until the discussion and question and answer phase on the last sub-item of that specific agenda item was closed. The Chair then asked the shareholders to insert their smart card into their voting device with the chip facing the shareholder and said that each shareholder had to see his/her name appear in the display. If this was not the case, he asked to raise a hand so that the personnel in charge could assist. The smartcard could be kept inserted in the voting device for the entire duration of the Meeting. The Chair informed the shareholders that in the event a shareholder wished to exercise a split vote on his/her holdings, he/she was asked to go to the shareholders' assistance table. When the shareholders would be requested to vote on each agenda sub-item and the voting system is activated, the voting device would display the voting options. The shareholder would have to press the button of his/her choice on the voting device to cast his/her vote, whereby button marked number one (1) should be pressed to vote for the proposal, button marked number two (2) to vote against the proposal and button marked number three (3) to abstain from voting on the proposal. Votes abstained were not calculated as part of the votes cast. The final voting results (including votes cast in advance of the Meeting, via web) would be posted on the Company's website after the Meeting, in compliance with appliable laws and regulations. The voting device was to be returned to the personnel in charge at the entrance of the meeting room whenever a shareholder left the Meeting.

The Chair then gave the floor to the Chairperson and the CEO of the Company for their address to the Meeting. Ms Heywood started to say that she was very delighted to speak with the shareholders at the Meeting following the two thousand and twenty-two foundational year. Ms Heywood stated that it was her honour to share insight on the first twelve (12) months of the Company, a story that reflected the commitment of its strong management team and dedicated workforce. They were all focused on forging relationships with partners, dealers and suppliers for the ultimate benefit of Iveco Group's customers, and earning the ongoing trust of the Company's shareholders. As the Company's CEO, Gerrit Marx, would illustrate later, Iveco Group performed solidly last year, despite the global geopolitical challenges the Company faced. Ms Heywood stated that, as we all know, the Company's businesses, industry and society in general were greatly impacted by supply chain issues, component shortages, raw material price increases and the continuing war in Ukraine. Notwithstanding this, the Company ended the year successfully because the Company endeavoured to remain lean and agile, reacting promptly to these

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challenges and dealing with their consequences. Ms Heywood sincerely thanked all the Iveco Group employees for demonstrating the power of teamwork. One of the Company's priorities during the Company's foundational year was to define Iveco Group's new culture. Ms Heywood noted that the Company took this challenge seriously since it knew this would shape how the Company would be perceived, both by external stakeholders and the Company's global employees. To define it the Company conducted interviews with past and present leaders; held focus groups across the Company's businesses and geographies with dealers, customers and suppliers; and talked to the Company's employees in all the different regions. Ms Heywood pointed out that the Company also ran an employee engagement survey across the entire workforce. Of the approximately thirty-four thousand (34,000) employees at that time, eighty-six per cent. (86%) participated and their input was critical to the Company's thinking. Based on all these inputs the Company defined its purpose as being the ''home of unique people and brands that power your business and mission to advance a more sustainable society". Ms Heywood further pointed out that the Company also defined its five (5) core values that guide the way in which the Company works: "We go beyond the obvious, We contribute diverse strengths, We take ownership, We do what is right, We collaborate to win". The Company's strong presence across the full range of commercial and specialty vehicles, complete powertrain offering and innovative financing options remained at the base of the Company's business. Ms Heywood then said that building on these strengths, the Company identified three (3) priorities that underpin strategic actions across the Company: innovation, partnership and sustainability. Gerrit Marx would provide exemplary cases on how technological innovation was and would continue to be a cornerstone of the Company's strategy and how reinforcing the Company's relationships with trusted partners was a priority. Ms Heywood continued by saying that on her end, she would like to take a moment to offer additional insight on how the Company pursued its sustainability ambitions. The Company's overall sustainability strategy remained based on four (4) priorities: reducing carbon footprint, improving workforce and product safety, incorporating life cycle thinking, and increasing inclusion and engagement. The Company had set ambitious targets in all these areas and linked the incentives of the Group's management team to achieving two (2) of them, namely carbon footprint reduction and inclusion and engagement.

Ms Heywood stated that Company's shareholders would remember that the Company signed the Climate Pledge in November two thousand and twenty-one with the aim of helping to solve the climate crisis by reaching Net Zero Carbon by two thousand and forty, ten (10) years ahead of the Paris Agreement. Ms Heywood said that in keeping with the Company's commitments, ninety-eight per cent. (98%)

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of the energy consumed came from renewable sources, and the Company set ambitious targets to reduce the Company's CO2 (carbon dioxide) emissions deriving from manufacturing, product use, logistics and suppliers.

Ms Heywood further noted that the Company remained committed to registering zero (0) serious injuries in the Company's workplace and making roads safer for everyone. The Company progressed steadily on its targets: forty per cent. (40%) less in employee injury frequency rate by two thousand and twenty-six versus two thousand and nineteen; and one hundred per cent. (100%) of new European vehicles equipped with Level 2 Advanced Driver Assistance Systems and additional functions by two thousand and twenty-six. The Company also implemented critical sustainability changes within its manufacturing sites. She said that, for example, the Company inaugurated Iveco Group's first totally carbon-neutral plant, the new ePowertrain Plant in Turin, Italy. It fully offsets its CO2 emissions in many ways, including through the generation of its own energy with solar panels and wind power technologies.

Ms Heywood pointed out that the Company had also been dedicated to furthering diversity, equity and inclusion. Last year the Company had set up its Diversity Council with key internal workstreams: talent mobility, career development, gender pay gap, wellbeing, employer branding, and communications. Ms Heywood said that the Company was pleased that the number of women in management positions increased to twenty-one point seven per cent. (21.7%) in two thousand and twenty- two, an increase of three point four per cent. (3.4%) from January in two thousand and twenty-two, although the Company knew there was much more it needed to do to increase the diversity of its workforce. The Company was well aware that this was just the beginning. She said that the Company's management team knew that it needed to remain focused on pursuing sustainable growth, while reacting promptly to the challenges and opportunities the Company encountered along the way.

Ms Heywood explained that stable governance was going to support the Company's efforts and for this reason they would propose re-appointing the Board, a board that fully endorsed Gerrit Marx and his leadership team. Ms Heywood wished them the very best as Iveco Group continued to transform and move forward on its journey in its second year of operations. Ms Heywood concluded by saying that she also wished to thank the Company's valued shareholders, for the continued support. She then turned over the call to Gerrit Marx.

Mr Marx thanked Ms Heywood and welcomed everyone to the Meeting. Mr Marx said that the Company released its preliminary full-year financial results at the beginning of February, the Company highlighted two thousand and twenty-two as its 'Foundational Year One', during which many unexpected and challenging things happened - as the Chairperson just reminded the Meeting. He said that the