CNHI CNH Industrial NV

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Cranes Farm Road

Basildon, Essex, SS14 3AD, United Kingdom

Exhibit

Number

Description

Articles of Association (incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F for the year ended December 31, 2014)

/s/ Scott W. Wine

Scott W. Wine

Chief Executive Officer and Executive Director

(Principal Executive Officer)

/s/ Oddone Incisa

Oddone Incisa

/s/ Suzanne Heywood

Suzanne Heywood

/s/ Elizabeth Bastoni

Elizabeth Bastoni

/s/ Howard W. Buffett

Howard W. Buffett

/s/ Richard J. Kramer

Richard J. Kramer

/s/ Karen Linehan

Karen Linehan

/s/ Alessandro Nasi

Alessandro Nasi

/s/ Vagn Sørensen

Vagn Sørensen

/s/ Åsa Tamsons

Åsa Tamsons

/s/ Emily A. Sturges

Emily A. Sturges

CNH Industrial N.V.

Cranes Farm Road

Basildon, Essex, SS14 3AD

United Kingdom

Amsterdam

Freshfields Bruckhaus Deringer LLP

Strawinskylaan 10
1077 XZ Amsterdam
Postbus 75299
1070 AG Amsterdam

T +31 20 485 7000

  +31 20 485 7633 (Direct)

F  +31 20 517 7633

E dirkjan.smit@freshfields.com

www.freshfields.com

Doc ID

EUROPE-LEGAL-288502067/3

Our Ref

DJS/DH

CLIENT MATTER NO. 176386:0001

In rendering the opinion set out below we have examined the following documents:

an electronic copy of the draft of the Registration Statement of 6 June 2024 excluding any documents incorporated by reference in it and any exhibits to it;

an electronic copy of the EIP as originally approved by the board of directors of the Company (the Board) on 27 February 2014 and ratified and approved by the general meeting of shareholders of the Company on 16 April 2014 and amended and partially restated by the Board on 17 March 2024 (the EIP Documentation);

an electronic copy of the DCP as originally approved by the Board on 9 September 2013 and ratified and approved by the general meeting of shareholders of the Company on 9 September 2013 and amended and partially restated by the Board on 17 March 2024 (the DCP Documentation, and together with the EIP Documentation also referred to as the Plan Documentation).

an electronic copy of the articles of association of the Company as they read as of 29 September 2013, which, according to the Extract (as defined below), are the Company’s articles of association currently in force and effect (the Articles of Association);

scanned copies of the:

minutes of the meeting of the Board regarding the adoption of the DCP on 9 September 2013 and signed by Mr. S. Marchionne as chairman of that meeting and Mr. R. Russo as secretary of that meeting;

written resolution of the general meeting of the Company regarding the approval of the DCP, dated 9 September 2013;

minutes of the meeting of the Board regarding the adoption of the EIP on 27 February 2014 and signed by Mr. S. Marchionne as chairman of that meeting and Mr. R. Russo as secretary of that meeting;

the notarial deed of record by Dirk-Jan Jeroen Smit, civil law notary officiating in Amsterdam, the Netherlands, and dated 16 October 2014 of the proceedings of the general meeting of the Company held on 16 April 2014;

unanimous written resolutions of the Board regarding adoption of the updates and amendments to the EIP and DCP, dated 19 March 2024;

a statement in relation to the approval by the general meeting of the Company, held on 3 May 2024, of the proposal to award (rights to subscribe for) common shares in the capital of the Company to non-executive directors on the Board in accordance with the terms of the Plan Documentation, signed by Dirk-Jan Jeroen Smit, civil law notary aforementioned as chairman of that meeting on 6 June 2024; and

unanimous written resolutions of the Board regarding the ratification, approval and confirmation of the updates and amendments to the EIP and DCP, dated 31 May 2024;

an electronic copy of an extract from the commercial register of the Dutch Chamber of Commerce (the Commercial Register) dated 7 June 2024 relating to the Company, and confirmed upon our request by the Commercial Register by telephone to be correct in all material respects on the date hereof (the Extract); and

a print-out of an electronic online confirmation from the insolvency register from the district court of Amsterdam through www.rechtspraak.nl, the online EU Insolvency register and the online EU Insolvency Register dated 7 June 2024 that the Company has not been declared bankrupt (failliet verklaard) nor been granted a suspension of payments (surseance van betaling) and confirmed upon our request by the court registries of the district courts of Amsterdam and The Hague by telephone to be correct as at the date hereof.

This letter is subject to the following nature of opinion and observations:

Dutch Law: this opinion is confined to the laws with general applicability (wettelijke regels met algemene gelding) of the Netherlands and, insofar as they are directly applicable in the Netherlands, the European Union, all as they stand as at the date hereof and as such laws are currently interpreted in published authoritative case law of the courts of the Netherlands (Dutch law); accordingly, we express no opinion with regard to any other system of law (including the law of jurisdictions other than the Netherlands in which our firm has an office), even in cases where, in accordance with Dutch law, any foreign law should be applied; furthermore, we do not express any opinion on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (except as otherwise stated above);

Changes in Law: we express no opinion that the future or continued performance of a party’s obligations or the consummation of the transactions contemplated by the Plan Documentation will not contravene Dutch law, its application or interpretation if altered in the future;

Territory of the Netherlands: all references in this opinion letter and its schedules to the Netherlands and Dutch law are to the European part of the Netherlands and its law, respectively, only;

Factual Statements: we have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any documents, or for verifying that no material facts or provisions have been omitted therefrom; nor have we verified the accuracy of any assumption made in this opinion letter other than as explicitly stated in this opinion letter;

Representations: we express no opinion as to the correctness of any representation given by any of the parties (express or implied) under or by virtue of the Documents, save if and insofar as the matters represented are the subject matter of a specific opinion herein;

Nature of Investigations: in rendering this opinion we have exclusively examined the Documents and we have conducted such investigations of Dutch law as we have deemed necessary or advisable for the purpose of giving this opinion letter; as to matters of fact we have relied on the Documents and any other document we have deemed relevant, and on statements or certificates of public officials;

Tax: we express no opinion in respect of the tax treatment of the Documents; you have not relied on any advice from us in relation to the tax implications of the Documents for any person, whether in the Netherlands or any other jurisdiction, or the suitability of any tax provisions in the Documents;

Anti-trust: we have not considered whether the transactions contemplated by the Plan Documentation comply with anti-trust, competition, public procurement or state aid laws, nor whether any filings or clearances are required under such laws;

Data Protection / Insider Trading: we express no opinion on any data protection or insider trading laws of any jurisdiction (including the Netherlands);

Legal Concepts: Dutch legal concepts are expressed in English terms in this opinion letter and not in their original Dutch terms; the concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions;

Governing Law: this opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by Dutch law; and

Date of Opinion: this opinion speaks as of the date hereof; no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect.

The general terms and conditions of Freshfields Bruckhaus Deringer LLP can be found at www.freshfields.com.

Authenticity: all (electronic) signatures, stamps and seals on all documents in connection with this opinion ((whether as originals as copies or electronically) are genuine and all such documents are authentic, accurate and complete;

Copies: all documents retrieved by us or supplied to us electronically (whether in portable document format (PDF) or as scanned copies), as photocopies, facsimile copies or e-mail conformed copies are in conformity with the originals;

Registration Statement: the Registration Statement has been or will have been filed with the SEC and declared effective pursuant to the Securities Act;

Extract: the information set forth in the Extracts, is accurate and complete on today’s date and the factual statements from the Company in relation to the total issued and outstanding capital of the Company are accurate and complete on today’s date;

Articles of Association: the Articles of Association have not been amended;

Authorised share capital: at any time during the entire period during which the Plan Shares are to be issued pursuant to the Plan Documentation: (i) the authorised share capital of the Company will allow for the issuance of the relevant number of Plan Shares and (ii) the Board will remain to hold the exclusive authority to issue the Plan Shares;

Plan Option Rights: all option rights to subscribe for Plan Shares (Plan Option Rights) have been or shall be validly granted by the corporate body authorized to do so and accepted in accordance with the terms and conditions stipulated by or pursuant to the Plan Documentation, (ii) any pre-emption rights in respect of the granting of Plan Option Rights have been or shall be validly excluded by the corporate body authorized to do so and (iii) upon each issuance of Plan Shares, the relevant Plan Option Rights to subscribe for such Plan Shares has been validly exercised in accordance with the terms and conditions applicable to such Plan Option Right;

Exercise Price: the exercise price for Plan Option Rights shall at least equal the aggregate nominal value of all Plan Shares subscribed for under exercise of the relevant Plan Option Rights, the nominal value per Plan Share shall be paid-up by the holder of Plan Option Rights, the exercise price shall be in Euro and, where relevant, the Company shall have consented to payment in a currency other than Euro and the Company shall in case of a payment in a currency other than Euro have obtained a statement as referred to in Section 2:93a paragraphs 2 and 6 of the Dutch Civil Code on the corresponding amount in Euro;

Corporate Documents: at the time when any Corporate Document was signed, each person who is a party to or signatory of that Corporate Document, as applicable (i) had been validly incorporated, was validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) had all requisite power, authority and legal capacity to sign that Corporate Document and to perform all juridical acts (rechtshandelingen) and other actions contemplated thereby and (iii) has validly signed that Corporate Document;

Resolutions: the Resolutions have not been revoked (ingetrokken) or amended and have not been and will not be declared null and void by a competent court and the Resolutions have not been, and will not be, amended, revoked (ingetrokken), terminated or declared null and void by a competent court and the factual statements and confirmations set out in the Resolutions are true and correct;

No Insolvency: (i) the Company has not been declared bankrupt (failliet verklaard), (ii) the Company has not been granted a (provisional) suspension of payments ((voorlopige) surseance van betaling), (iii) the Company has not become subject to a (confidential or public) pre-insolvency private plan procedure (onderhands akkoordprocedure), (iv) the Company has not become subject to any of the other insolvency proceedings (together with the proceedings in paragraph (k)(i) and (k)(ii) referred to as the Insolvency Proceedings) referred to in section 1(1) of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the Insolvency Regulation), (v) the Company has not been dissolved (ontbonden), (vi) the Company has not ceased to exist pursuant to a legal merger or demerger (juridische fusie of splitsing), and (vii) no order for the administration (bewind) of the assets of the Company has been made; these assumptions are supported by our enquiries today with the Commercial Register, the online EU Insolvency register (EU Insolventieregister) and the court in Amsterdam, the Netherlands and The Hague, the Netherlands, which have not revealed any information that any such event has occurred with respect to the Company; however, such enquiries are not conclusive evidence that no such events have occurred; additionally, in the event a confidential pre-insolvency private plan procedure (onderhands akkoordprocedure) as referred to in paragraph (i)(iii) should occur with respect to the Company, the above-mentioned registers will not make notice of such procedure;

Other Parties – Corporate Capacity/Approval: each of the parties to any of the Plan Documentation and any agreement and document entered into pursuant to the Plan Documentation (other than the Company) (i) has been validly incorporated, will be validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) will have the power, capacity and authority to enter into, execute and deliver the Plan Documentation and any agreement and document entered into pursuant to the Plan Documentation to which it is a party and to exercise its rights and perform its obligations thereunder, and, to the extent relevant, deliver Plan Documentation and any agreement and document entered into pursuant to the Plan Documentation to which it is a party;

Validity under other Laws: under the laws to which the Plan Documentation are expressed to be subject and under any applicable law (other than Netherlands law), (i) the Company has validly adopted the Plan Documentation, (ii) and the Plan Documentation constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms;

Anti-terrorism, Money Laundering: the Company complies with all applicable anti-terrorism, anti-corruption, anti-money laundering, sanctions and human rights laws and regulations, and the performance or enforcement of the transactions contemplated by the Documents is consistent with all such laws and regulations; without providing conclusive evidence, this assumption is supported by our online enquiry with the registers referred to in Sections 2:20(3) and 10:123 of the Dutch Civil Code finalised today confirming that the Company is not listed on any such list;

No Director Disqualification: none of the directors of the Company is subject to a civil law director disqualification (civielrechtelijk bestuursverbod) imposed by a court under articles 106a to 106e of the Dutch Bankruptcy Act (Faillissementswet) (as amended by the Directors disqualification act (Wet civielrechtelijk bestuursverbod)); although not providing conclusive evidence thereof, this assumption is supported by (i) the confirmation of the directors included in the Board Resolution and (ii) our enquiries today with the Commercial Register; and

Financial Supervision Act: the Company is not required to be licensed pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Creditor Action: our opinions with respect to the validity or enforceability of the Plan Documentation or any legal act (rechtshandeling) forming part thereof or contemplated thereby are subject to and limited by the protection afforded by Dutch law to creditors whose interests have been adversely affected pursuant to the rules of Dutch law relating to (i) unlawful acts (onrechtmatige daden) based on section 6:162 et seq. of the Dutch Civil Code (Burgerlijk Wetboek) and (ii) fraudulent conveyance or preference (actio pauliana) within the meaning of section 3:45 of the Dutch Civil Code (Burgerlijk Wetboek) and/or section 42 et seq. of the Dutch Bankruptcy Act (Faillissementswet);

“Enforceable”: the term “enforceability” as used in this opinion letter indicates that the relevant obligations are of a type for which Netherlands law generally provides a remedy; it does not imply that the obligations and remedies provided in the Plan Documentation would always be enforceable in accordance with their specific terms; enforcement in the courts of the Netherlands will in any event be subject to the acceptance by such courts of jurisdiction, the availability of defences and the nature of the remedies available in the Netherlands courts;

Limitations under Netherlands law: the validity and enforceability of the obligations under the Plan Documentation are subject to applicable prescription or limitation periods, principles of set-off (unless such right is validly waived), force majeure (overmacht), reasonableness and fairness (redelijkheid en billijkheid), unforeseen circumstances (onvoorziene omstandigheden) and other defences afforded by Netherlands law to obligors generally; furthermore, under Netherlands law, a party to an agreement may under certain circumstances suspend performance of its obligations under such agreement pursuant to the exceptio non-adimpleti contractus or otherwise;

Ordre Public: with respect to the obligations under the Plan Documentation, the competent court in the Netherlands (i) may give effect to overriding mandatory provisions of the law of any other country with which the Plan Documentation have a close connection if and insofar as, under the law of the latter country, those rules must be applied whatever the law applicable to the Plan Documentation and (ii) shall have regard to the law of the country in which the performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance and (iii) may refuse the application of a provision of the law of any country otherwise applicable to the Plan Documentation, if such application is manifestly incompatible with public policy (“ordre public”) of the Netherlands;

Foreign Documents: the opinion and other statements expressed herein relating to the Plan Documentation are subject to the qualification that as Dutch lawyers we are not qualified or able to assess the true meaning and purport under applicable law (other than Netherlands law) of the terms of the Plan Documentation and the obligations thereunder of the parties thereto, and we have made no investigation of such meaning and purport; our review of the Plan Documentation and any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of such documents as they appear to us on the basis of such review and only in respect of any involvement of Netherlands law;

Non-assessable: in absence of an equivalent Dutch legal term for the term “non-assessable” as used in this opinion letter and for the purposes of this opinion letter, non-assessable means that no holder of Plan Shares can be required to pay any amount in addition to the amount required for such share to be fully paid as provided for by Section 2:81 of the Dutch Civil Code;

Commercial Register: an extract from the Commercial Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity cannot invoke the incorrectness or incompleteness of its Commercial Register information against third parties who were unaware of the incorrectness or incompleteness;

Insolvency Proceedings: a confirmation derived from an insolvency register does not provide conclusive evidence that an entity is not subject to any insolvency proceedings as defined in the Insolvency Regulation or otherwise; and

Sanctions Act 1977: the Sanctions Act 1977 (Sanctiewet 1977) and regulations promulgated thereunder, or international sanctions, may limit the enforceability of the Plan Documentation.

Security

Class

Title

Maximum
Aggregate

Offering

Price⁽³⁾

Fee

Rate

Common shares,

par value €0.01 per

share

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional common shares, par value €0.01 per share (“Common Shares”) of CNH Industrial N.V. (the “Registrant”) which may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of Common Shares.

Represents Common Shares issuable upon the vesting, exercise or settlement, as applicable, of equity awards issued pursuant to the CNH Industrial N.V. Equity Incentive Plan, as amended and restated from time to time.

Estimated solely for purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and maximum aggregate offering price are based on the reported average of the high and low prices of Common Shares as reported on the New York Stock Exchange on June 4, 2024 (rounded up to the nearest cent).