CNH Announces Extraordinary General Meeting

Fri Nov 30, 2012 12:46pm EST

* Reuters is not responsible for the content in this press release.

  BURR RIDGE, IL, Nov 30 (Marketwire) -- 
The Board of Directors of CNH Global N.V. (NYSE: CNH) will hold an
Extraordinary General Meeting (the "Meeting") of Shareholders at 5:00
p.m. CET on Monday, December 17, 2012 at the offices of the Company in
the World Trade Center Amsterdam Airport, 10th Floor, Tower B, Schiphol
Boulevard 217, 1118 BH Schiphol Airport, The Netherlands. 

    Shareholders will be asked to vote on four proposals: the payment of an
extraordinary dividend to Company shareholders in the amount of US$
10/share; amendments to the Company's Articles of Association to
facilitate the payment of the dividend consistent with the Merger
Agreement recently signed by the Company and Fiat Industrial S.p.A.; with
respect to the dividend process, the allocation of part of CNH's reserves
to special separate reserves; and ratification of the compensation to be
paid to the members of the Special Committee. The Company's Board of
Directors has approved these proposals and recommends the Company's
shareholders approve such proposals. 

    In accordance with Article 16 of the Company's Articles of Association,
persons who are permitted by law to attend the Meeting, other than the
registered shareholders, must provide documentary evidence of their right
to attend, the number of votes they can vote for, a proxy to vote for
this number of shares to be issued by their nominee and they must provide
to the Company a declaration of a financial institution administrating
their interest in the Company, that the relevant person will retain his
interest in the Company until after the Meeting. This documentary
evidence must be received at the Company's offices by no later than 5:00
p.m. (Amsterdam time) on Friday, December 14, 2012 and upon such deposit
they shall be registered in the Meeting Register.

    Pursuant to Article 17 of the Company's Articles of Association,
registered shareholders who are unable to attend, may appoint another
person to attend on their behalf. In such case, they are required to
complete and sign a Proxy Form that can be acquired through the Company
and return it by fax to the number indicated on the form so that it is
received at the Company's offices not later than 5:00 p.m. (Amsterdam
time) on Friday, December 14, 2012.

    Pursuant to Article 17 of the Company's Articles of Association, persons
who are permitted by law to attend the Meeting and who are unable to
attend, may appoint another person to attend on their behalf. In such
case, they are required to complete and sign a Proxy Form that can be
acquired through the Company and return it, together with a declaration
of a financial institution administrating their interest in the Company
that the relevant person will retain his interest in the Company/right to
attend the Meeting until after the Meeting, by fax to the number
indicated on the form so that it is received at the Company's offices not
later than 5:00 p.m. (Amsterdam time) on Friday, December 14, 2012.
Shareholders holding American Depositary Shares ("ADRs") desiring to vote
should act on instructions to be transmitted from J.P. Morgan, as
depositary for the ADRs (which may be contacted at 800-990-1135 (toll
free) and +1-651-453-2128 (outside the United States)).

    Approval of the business combination itself will be the subject of a
future shareholders meeting that will be convened for that purpose. 

    Shareholders can view additional agenda items and a copy of the proposed
amendment to the Company's Articles of Association, as well as the
Company's interim, unaudited balance sheet as of September 30, 2012 on
the Company's website. 

    CNH Global N.V. is a world leader in the agricultural and construction
equipment businesses. Supported by approximately 11,300 dealers in
approximately 170 countries, CNH brings together the knowledge and
heritage of its Case and New Holland brand families with the strength and
resources of its worldwide commercial, industrial, product support and
finance organizations. CNH Global N.V., whose stock is listed on the New
York Stock Exchange (NYSE: CNH), is a majority-owned subsidiary of Fiat
Industrial S.p.A. (FI.MI). More information about CNH and its Case and
New Holland products can be found online at www.cnh.com.

    This document does not constitute an offer to exchange or sell or an
offer to exchange or buy any securities. An offer of securities in the
United States pursuant to a business combination transaction will only be
made through a prospectus which is part of an effective registration
statement filed with the US Securities and Exchange Commission. CNH
Global N.V. ("CNH") shareholders who are US persons or are located in the
United States are advised to read the registration statement when and if
it is declared effective by the US Securities and Exchange Commission
because it will contain important information relating to the proposed
transaction. You will be able to inspect and copy the registration
statement relating to the proposed transaction and documents incorporated
by reference at the SEC's Public Reference Room at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. CNH's SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. In addition,
Fiat Industrial will make the effective registration statement available
for free to shareholders of CNH and Fiat Industrial in the United States.

    FORWARD-LOOKING STATEMENTS
 This communication contains forward-looking
statements relating to CNH and the proposed business combination with
Fiat Industrial. All statements included in this communication concerning
activities, events or developments that we expect, believe or anticipate
will or may occur in the future are forward-looking statements.
Forward-looking statements are based on current expectations and
projections about future events and involve known and unknown risks,
uncertainties and other factors, including, but not limited to, the
following: uncertainties as to whether the proposed business combination
will be consummated, uncertainties as to the timing of the proposed
business combination, uncertainties as to how many of CNH's shareholders
will participate in the proposed business combination, the risk that the
announcement of the proposed business combination may make it more
difficult for CNH to establish or maintain relationships with its
employees, suppliers and other business partners, the risk that CNH's
business will be adversely impacted during the pendency of the proposed
business combination; the risk that the operations of CNH and Fiat
Industrial will not be integrated successfully, the risk that the
expected cost savings and other synergies from the proposed business
combination may not be fully realized, realized at all or take longer to
realize than anticipated, and other economic, business and competitive
factors affecting the businesses of CNH generally, including those set
forth in its annual report on Form 20-F for the year ended December 31,
2011 filed by CNH with the SEC on February 29, 2012. These
forward-looking statements speak only as of the date of this
communication and we undertake no obligation to update or revise any
forward-looking statement, whether as a result of new information, future
events and developments or otherwise, except as required by law.

    

For more information contact: 

CNH Investor Relations
+1 (630) 887-3745

CNH Corporate Communications
+1 (630) 887-3823 

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