Bpifrance Updates Stellantis 13D Filing, Clarifies Group Ownership

TL;DR

**Bpifrance updated its Stellantis 13D, clarifying its ownership group, which includes other French state-backed entities.**

AI Summary

Bpifrance Participations S.A., a French public investment bank, filed an amendment to its Schedule 13D on January 26, 2024, regarding its ownership in Stellantis N.V. This filing indicates a change in the reporting group, now including Bpifrance S.A. and Caisse des Dépôts et Consignations, and updates the contact information for notices. This matters to investors as it clarifies the institutional ownership structure of Stellantis, potentially signaling long-term stability or strategic alignment from a significant French state-backed entity.

Why It Matters

This filing clarifies the institutional ownership structure of Stellantis N.V., showing that Bpifrance S.A. and Caisse des Dépôts et Consignations are now part of the reporting group, which can influence investor perception of stability and strategic direction.

Risk Assessment

Risk Level: low — This filing is an amendment clarifying ownership structure and contact information, not indicating a significant change in holdings or a contentious event.

Analyst Insight

Investors should note the clarified institutional ownership structure, which may provide a clearer picture of long-term strategic interests from French state-backed entities in Stellantis N.V. No immediate action is suggested by this administrative update.

Key Players & Entities

• Bpifrance Participations S.A. (company) — the primary filing entity and a French public investment bank
• Stellantis N.V. (company) — the subject company whose shares are being reported
• Bpifrance S.A. (company) — a new member of the reporting group
• Caisse des Dépôts et Consignations (company) — a new member of the reporting group
• Sophie Paquin (person) — person authorized to receive notices for Bpifrance Participations S.A.
• John C. Partigan (person) — legal counsel for Bpifrance Participations S.A. at Nixon Peabody LLP
• Lloyd H. Spencer (person) — legal counsel for Bpifrance Participations S.A. at Nixon Peabody LLP

FAQ

Filing Documents

• tm244382d1_sc13da.htm (SC 13D/A) — 125KB
• 0001104659-24-007769.txt ( ) — 126KB

Security and Issuer

Item 1. Security and Issuer .

of the Schedule 13D is hereby amended and restated as follows

Item 1 of the Schedule 13D is hereby amended and restated as follows: This Amendment relates to the Ordinary Shares, nominal value €0.01 per share (the “ Common Shares ”) of Stellantis N.V. (the “ Issuer ”). The Issuer’s principal executive offices are located at Taurusavenue 1, 2132LS, Hoofddorp, the Netherlands.

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and supplemented as follows

Item 2 of the Schedule 13D is hereby amended and supplemented as follows: (a) This Amendment is filed jointly by i. Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France, ii. Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France, iii. Caisse des dépôts et consignations, a French special public entity ( établissement spécial ), and iv. EPIC Bpifrance, a French public institution of industrial and commercial nature. Effective June 11, 2021, Lion Participations, a wholly owned subsidiary of Bpifrance Participations, merged into Bpifrance Participations, resulting in the transfer of ownership of 192,703,903 Common Shares from Lion Participations to Bpifrance Participations. (b) The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31 avenue du Général Leclerc 94710 Maisons-Alfort Cedex, France. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. (c) Attached as Appendices A, B, C and D is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance, CDC and EPIC, respectively, which is incorporated by reference into this Item 2. (d)-(e) None of the Reporting Persons, nor, to the best of their knowledge, any of the persons named in Appendices A, B, C and D attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 6 of 13 Pages

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: As described in more detail in Item 4 below, Bpifrance Participations is participating in the loyalty voting structure of Stellantis. Accordingly, Bpifrance Participations received 192,703,903 class A special voting shares on January 26, 2024. Pursuant to the Special Voting Shares Terms and Conditions, the allocation of class A special voting shares to Bpifrance was effectuated for no consideration.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Stellantis Articles of Association include a loyalty voting structure. The loyalty voting structure grants long-term shareholders an extra voting right through a special voting share, without entitling such shareholders to any economic rights additional to those associated with the Common Shares. Shareholders of Stellantis may at any time elect to participate in the loyalty voting structure by requesting that Stellantis registers all or part of their Common Shares in a separate register (the “ Loyalty Register ”). Common Shares registered in the Loyalty Register may not be traded in the regular trading systems. Holders of Common Shares that have been registered in the Loyalty Register for an uninterrupted period of three years become eligible to receive one class A special voting share for each Common Share so registered. The terms of the loyalty voting structure are described in more detail in the Stellantis Articles of Association and the Special Voting Shares Terms and Conditions. Any transfer or disposal of Stellantis Common Shares with which class A special voting shares are associated would trigger the de-registration of such Common Shares from the Loyalty Register and the transfer of all relevant class A special voting shares to Stellantis. The special voting shares are not listed on the NYSE, MTA or Euronext Paris and are not transferrable or tradable. Pursuant to the Special Voting Shares Terms and Conditions, no shareholder shall, directly or indirectly: (a) sell, dispose of or transfer any special voting share or otherwise grant any right or interest in any special voting share, other than as permitted pursuant to the Articles of Association or the Special Voting Shares Terms and Conditions; or (b) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special voting share or any interest in any special voting share. The

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations (A) holds directly 192,703,903 Common Shares, which represents approximately 6.1% of the Issuer’s outstanding Common Shares, and (B) has the right to direct the voting with respect to 192,703,903 Common Shares and 192,703,903 class A special voting shares, giving Bpifrance Participations an effective voting interest of approximately 9.6% of the total voting power, and (ii) CDC (A) holds indirectly, through other subsidiaries, 11,224,276 Common Shares, which represents less than 1.0% of the Issuer’s outstanding Common Shares and indirectly, through its joint ownership of Bpifrance, 192,703,903 Common Shares, which represents approximately 6.1% of the Issuer’s outstanding Common Shares, and (B) indirectly has the right to direct the voting with respect to 203,928,183 Common Shares and indirectly 192,703,903 class A special voting shares, giving CDC an effective voting interest of approximately 9.9% of the total voting power. Page 7 of 13 Pages As of the date hereof, neither Bpifrance nor EPIC holds any Common Shares directly. Bpifrance may be deemed to be the beneficial owner of 192,703,903 Common Shares and have the right to direct the voting with respect to 192,703,903 Common Shares and 192,703,903 class A special voting shares, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial A special voting shares, indirectly through its joint ownership and control of Bpifrance. The percentages set forth in this Item 5 are based on 3,165,189,336 Common Shares outstanding as of January 26, 2024 as provided by the Issuer. The percentage of total voting power is based on 4,000,395,654 Voting Rights outstanding as of January 26, 2024. (a) an

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit Description 99.1 - Joint Filing Agreement (Incorporated by reference from Exhibit 1 to Schedule 13D filed on January 25, 2021.) Page 8 of 13 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 29, 2024 Bpifrance Participations S.A. By: /s/ Sophie Paquin Name: Sophie Paquin Title: Director of Legal Affairs Bpifrance S.A. By: /s/ Boubakar Dione Name: Boubakar Dione Title: Group Director of Legal Affairs Caisse des dépôts By: /s/ Laurence Giraudon Name: Laurence Giraudon Title: Chief Operating Officer, Finance and Operations Department, Asset Management Division EPIC Bpifrance By: /s/ Sophie Paquin Name: Sophie Paquin Title: Director of Legal Affairs Page 9 of 13 Pages APPENDIX A Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of BPIFRANCE PARTICIPATIONS S.A. The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France. BOARD OF DIRECTORS Name Present Principal Occupation or Employment NICOLAS DUFOURCQ Director, Chairman, Chief Executive Officer of Bpifrance Participations , and Chief Executive Officer of Bpifrance MARION CABROL Director , Investment manager at the Department of strategic holdings at Caisse des Dépôts REMI FOURNIAL Director , Head of M&A at Group Caisse des Dépôts FREDERIC SAINT-GEOURS Director , Director of Société nationale SNCF FRENCH STATE vacant CONSTANCE VALIGNY Director, Assistant Director for macroeconomic policies, Direction Générale du Tré

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