Form SC 13D/A Stellantis N.V. Filed by: Exor N.V.

  Name of Reporting Persons

  Exor N.V.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  The Netherlands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  449,410,092

  Shared Voting Power

  0

  Sole Dispositive Power

  449,410,092

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  449,410,092

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  14.4%

  Type of Reporting Person (See Instructions)

  HC, CO

Mr. John Elkann owns 298,435 common shares of record;

Mr. Alessandro Nasi owns 3,750 common shares of record;

Mr. Andrea Agnelli owns 36,102 common shares of record; and

NAME AND POSITION WITH EXOR

PRINCIPAL EMPLOYMENT, EMPLOYER

AND BUSINESS ADDRESS

CITIZENSHIP

John Elkann

Chairman and Chief Executive Officer

Chairman Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, the Netherlands;

Chairman Stellantis N.V., Singaporestraat 92, 1175 RA Lijnden, the Netherlands;

Chairman and Acting Chief Executive Officer Ferrari N.V., Via Abetone Inferiore 4, 41053 Maranello, Italy;

Chairman GEDI Gruppo Editoriale S.p.A., Via Cristoforo Colombo 90, Rome, Italy;

Chairman Fondazione Giovanni Agnelli, Via Giuseppe Giacosa 38, 10125 Torino, Italy.

Alessandro Nasi

Vice Chairman

Director Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, the Netherlands;

Chairman Iveco Defence Vehicles SpA, Via Alessandro Volta, 6-39100 Bolzano Italy;

Director CNH Industrial N.V., 25 St. James’s Street, London, SW1A 1HA, UK;

Member of the Advisory Board Lego Brand Group, Aastvej 1, 7190 Billund, Denmark;

Chairman Comau S.p.A., Via Rivalta 30, 10095 Grugliasco, Italy.

Marc Bolland

Senior Non-Executive Director (Independent Director)

Senior Operating Partner and Chairman Europe Blackstone Group International Partners LLP, 40, Berkeley Square, London WU SAL, UK;

Non-Executive Director The Coca-Cola Company, 1 Coca Cola Plz NW, Atlanta, GA 30313, USA;

Non-Executive Director International Airlines Group S.A., 2 World Business Centre Heathrow, Newall Road, London Heathrow Airport, Hounslow, TW6 2SF, UK;

Vice-President Unicef UK, 30a Great Sutton Street, London, EC1V 0DU, UK

Vice Chairman Consumer Goods Forum, 47-53, rue Raspail, 92300 Levallois-Perret, France.

Andrea Agnelli

Director

Non-Executive Director Stellantis N.V., Singaporestraat 92, 1175 RA Lijnden, the Netherlands;

Chairman Juventus Football Club S.p.A., Corso Galileo Ferraris 32, 10128 Turin, Italy;

Chairman Lamse S.p.A., Piazza CLN 255, 10123 Turin, Italy;

Member of the Advisory Board BlueGem Capital Partners LLP, 16 Berkeley Street, London W1J 8DZ, UK;

Director Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, the Netherlands;

Chairman European Club Association, Route de St-Cergue 9, 1260 Nyon, Switzerland;

President Fondazione del Piemonte per l’Oncologia, Strada Provinciale, 142—KM 3.95 10060 Candiolo TO, Italy;

Member of the Executive Committee and ECA representative UEFA, Route de Saint-Cergue 9, 1260, Nyon, Switzerland.

Ginevra Elkann

Director

President Pinacoteca Giovanni e Marella Agnelli, Via Nizza n. 230/103, 10126 Turin, Italy; President Asmara Films S.r.l., Via Giuseppe Sacconi 4/b, 00196 Rome, Italy;

Member of the Advisory Board Christie’s, 8 King Street, London SWlY 6QT, UK;

Board member Fondation Cartier pour l’art contemporain, 261, Boulevard Raspail - 75014 Paris, France;

Member of the Advisory Board UCCA, 798 Art District, No. 4 Jiuxianqiao Road, Chaoyang District, Beijing 100015, China.;

Non-Executive Director Christian Louboutin, 19 Rue Jean-Jacques Rousseau, 75001 Paris, France.

Joseph Bae

Independent Director

Co-President and Co-Chief Operating Officer KKR, 9 West 57th Street, Suite 4200, New York, NY 10019, USA;

Director KKR, 9 West 57th Street, Suite 4200, New York, NY 10019, USA;Trustee Phillips Andover Academy, 180 Main St, Andover, MA 01810, USA;

Member of Global Advisory Council Harvard University, Cambridge, MA, USA;

Director Lincoln Center, Lincoln Center Plaza, New York, NY 10023, USA;

Director The Asia Society, 725 Park Ave, New York, NY 10021, USA.

Melissa Bethell

Independent Director

Partner and Managing Partner Atairos Europe, 17 Duke of York Street, London SW1Y 6LB, United Kingdom;

Director Atairos Group Inc., 40 Morris Avenue, Bryn Mawr, PA, 19010, USA;

Non-Executive Director Tesco Plc, Tesco House, Shire Park, Kestrel Way, Welwyn Garden City, Hertfordshire AL7 1GA, UK.

Laurence Debroux

Independent Director

Member of Executive Board and Chief Financial Officer Heineken NV, Tweede Weteringplantsoen 5, 1017 ZD Amsterdam, the Netherlands. Mrs. Debroux will step down from her position at Heineken NV as of April 22, 2021;

Member of the Board of Directors Ecole des Hautes Etudes Commerciales Paris, 1 Rue de la Libération, 78350 Jouy-en-Josas, France;

Independent Board member Novo Nordisk A/S, Novo Allé, 2880 Bagsvaerd, Denmark.

Antonio Mota de Sousa Horta-Osorio

Independent Director

Executive Director and Group Chief Executive Lloyds Banking Group, 25 Gresham Street, London EC2V 7HN, UK. Mr. Mota de Sousa Horta-Osorio is the Chairman-designate of Credit Suisse and will take on such role af of May 1, 2021, leaving his role at Lloyds Banking Group in April 2021;

Non-Executive Director Sociedade Francisco Manuel dos Santos B.V., Teleportboulevard 110, 1043 EJ Amsterdam, The Netherlands;

Chairman Stichting INPAR Foundation, Claude Debussylaan 46, 1082 MD Amsterdam, The Netherlands;

Non-Executive Director Fundação Champalimaud, Avenida Brasília, 1400-038 Lisbon, Portugal;

CBI President’s Committee, Cannon Place, 78 Cannon Street, London EC4N 6HN, United Kingdom;

Chairman Wallace Collection, Hertford House, Manchester Square, London W1U 3BN, United Kingdom.

NAME AND POSITION WITH G.A.

PRINCIPAL EMPLOYMENT, EMPLOYER

AND BUSINESS ADDRESS

CITIZENSHIP

John Elkann

Chairman and Board Member

Tiberto Brandolini d’Adda

Board Member

Honorary Chairman Exor N.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, the Netherlands;

Independent member of the Board of Directors YAFA S.p.A., Corso Vittorio Emanuele II 72 Torino, Torino, 10121 Italy.

Alessandro Nasi

Board Member

Andrea Agnelli

Board Member

Luca Ferrero de’ Gubernatis Ventimiglia

Board Member

Jeroen Preller

Board Member

Florence Hinnen

Board Member

General Counsel Exor N.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, the Netherlands;

Director Exor Nederland N.V., Gustav Mahlerplein 25, 1082, MS Amsterdam, the Netherlands.

Benedetto Della Chiesa

Bord Member

Stellantis N.V., a Dutch public limited liability company (naamloze vennootschap) with corporate seat (statutaire zetel) in Amsterdam, the Netherlands (“Stellantis”), is the company resulting from the cross-border merger (the “Combination”) of Peugeot S.A., a French société anonyme with registered office at 7, rue Henri Saint-Claire Deville, 92563 Rueil-Malmaison, France (“PSA”) with and into Fiat Chrysler Automobiles N.V., a Dutch public limited company (naamloze vennootschap) with corporate seat (statutaire zetel) in Amsterdam, the Netherlands (“FCA”) pursuant to the combination agreement entered into on 17 December 2019 by FCA and PSA aiming at creating one of the largest automotive OEM’s by volume and by revenue, and an industry leader in the new era of sustainable mobility.

The Combination became effective on 16 January 2021. FCA changed its name into Stellantis on 17 January 2021.

At the date hereof, (i) EXOR owns 14.4 percent of the outstanding capital of Stellantis and (ii) Peugeot 1810 owns 7.2 percent of the outstanding capital of Stellantis.

On the terms and subject to the conditions of this understanding (the “Understanding”), the Parties, in furtherance of the long-standing tradition of the Agnelli and Peugeot families in the automotive industry and in view of them being long-term, engaged reference shareholders of Stellantis valuing the importance of good and efficient corporate governance, wish to establish a process to enable them to consult with one another on a cooperative and voluntary basis ahead of General Meetings.

DEFINITIONS

In this Understanding, the following terms shall have the meaning specified below:

PRE-GENERAL MEETING CONSULTATIONS

Within the boundaries and limits set out in the Undertakings and for the purpose of exchanging thoughts and discussing in good faith their respective views on the agenda items put to a vote or for discussion at any General Meeting, representatives of the Parties intend to consult each other, and to meet, timely and in any case at least 7 (seven) days ahead of each meeting of shareholders of Stellantis (a “General Meeting”).

There is no obligation to reach a common view during the consultation process referred to in clause 2.1 and each Party shall at all times remain free to exercise its voting rights at the General Meeting independently, in its own discretion, and without being bound by any such discussions between them. The Parties further acknowledge that the consultation process referred to in clause 2.1 is not and shall not be based on nor result in a sustained joint voting policy and is not aimed, and shall not be aimed, either at acquiring control of Stellantis, or at frustrating the successful outcome of any offer for Stellantis, and that

ENTRY INTO FORCE AND DURATION

This Understanding is effective as of the date first above written (the “Effective Date”).

This Understanding shall remain in full force and effect until the 5^th (fifth) anniversary of the Effective Date (the “Initial Term”). If neither of the Parties serves to the other a written notice of termination of this Understanding at least 6 (six) months before the end of the Initial Term, then this Understanding shall be renewed automatically for another 5 (five) year period.

This Understanding shall terminate and cease to have any effect if either Party no longer owns any Stellantis Shares.

ANNOUNCEMENTS AND CONFIDENTIALITY

The Parties shall agree upon the content of any press release to be issued in connection with the execution of this Understanding.

The Parties shall keep confidential and not at any time disclose or make known in any other way to anyone whomsoever the existence and terms of this Understanding as well as any information (whether oral or recorded in any medium) obtained in connection with the performance of this Understanding that relates to the other Party, any of its subsidiaries or other affiliates or its shareholding in Stellantis, provided that:

such obligation shall not apply to information which becomes generally known (other than through a breach of this clause) or is known by a Party independent of this relationship;

each Party shall be entitled at all times to disclose such information (i) to the extent required by law or by any competent judicial or regulatory authority or by any recognized stock exchange authority (provided that, so far as practicable and lawful to do so, such Party shall consult with the other Party prior to making such disclosure) or (ii) in legal proceedings to the extent reasonably necessary to exercise its rights under this Understanding;

each Party shall, to the extent lawful to do so, be entitled to disclose to its and its affiliates’ directors, officers, employees, agents or professional advisers such information as it reasonably deems necessary or appropriate to enable them to carry out their duties (conditional upon any such person being informed of the confidential nature of such information and agreeing to keep such information confidential in accordance with this clause).

MISCELLANEOUS

Amendments and waivers. No amendment of this Understanding shall be effective unless made in writing signed by or on behalf of all the Parties.

Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if sent by registered or certified mail, return receipt requested, or by courier service, or if sent by email:

if to EXOR:

if to Peugeot 1810:

Headings. The headings contained in this Understanding are for reference purposes only and shall not affect in any way the meaning, or be taken into consideration in the interpretation, of this Understanding.

Costs and Expenses. Each of the Parties shall bear its own costs and expenses that may arise out of the preparation, execution and implementation of this Understanding.

APPLICABLE LAW AND JURISDICTION

This Understanding and any matter, claim or dispute arising out of or relating to this Understanding, whether contractual or non-contractual, shall be exclusively governed by and construed in accordance with the laws of The Netherlands.

Any dispute or claim arising out of or relating to this Understanding, whether contractual or non-contractual, shall be referred to and finally resolved by three (3) arbitrators under the Rules of Arbitration of the International Chamber of Commerce; provided, that the foregoing shall be without prejudice to the right of each Party under section 1074a of the Dutch Code of Civil Procedure, and subject to section 1074d of the Dutch Code of Civil Procedure, to seek interim or conservatory relief before a competent court in Amsterdam, The Netherlands, whether before or after the commencement of any arbitration. Each Party shall appoint one arbitrator and such two (2) arbitrators appointed by the Parties shall appoint the presiding arbitrator upon consultation of the Parties. The place of arbitration shall be Geneva, Switzerland, and the language of arbitration shall be English. Any order for the production or disclosure of documents shall be limited to the documents on which each Party specifically relies in its submission(s).

/s/ John Elkann

/s/ Bertrand Finet

/s/ Robert Peugeot