BANKING APRIL 22, 2016

COMPANY PROFILE FCA SpA ,

Table of Contents: Company Overview COMPANY OVERVIEW 1 FINANCIAL HIGHLIGHTS FCA Bank SpA (FCAB), formerly known as FGA Capital SpA (FGA Capital), is a captive finance (AS REPORTED) 2 organisation that supports vehicle sales in select European countries by its manufacturer BUSINESS ACTIVITIES 2 shareholder Automobile Group (FCA NV), through its brands Fiat, , DISTRIBUTION CAPACITY AND MARKET SHARE 3 , , Chrysler, , and , and by the non-FCA NV brands OWNERSHIP AND STRUCTURE 3 Jaguar, , Erwin Hymer Group and . COMPANY MANAGEMENT 7 COMPANY HISTORY 8 FCAB operates in 16 European countries, either directly or through its various subsidiaries. The PEER GROUP 8 company provides services mainly through the dealership networks of the respective RELATED WEBSITES AND INFORMATION SOURCES 9 manufacturers. As of 31 December 2015, it reported a consolidated asset base of €19.5 billion. MOODY’S RELATED RESEARCH 9 FCAB was established as FGA Capital in December 2006, when the former Fidis Retail Italia SpA acquired the dealership finance and long-term rental companies ultimately owned by the Analyst Contacts: automotive manufacturer Fiat SpA (Fiat), now FCA NV. In January 2015, FGA Capital obtained its banking licence and was renamed FCAB. The company is a 50:50 joint venture (JV) between LONDON +44.20.7772.5454 Credit Agricole Consumer Finance SA, a Credit Agricole SA (CASA) group company, and FCA Italy SpA, an FCA NV group company.

Source: Company Report (consolidated financial statements Dec 2015), Company data, www.fcagroup.com, www.credit- agricole.fr, Moody’s research

This report, exclusively provided to you by Moody’s, presents a convenient summary of as reported, publicly available information. The information is not adjusted for Moody’s analytic purposes. For Moody’s Ratings, Opinion and Analytics on this company, please [Click here]. To access the latest Moody's Credit Opinion on this company, please [Click here].

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Financial Highlights (as Reported)

Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s analytic purposes. For Moody’s generated ratios on FCA Bank SpA, please see .

EXHIBIT 1 Latest Full-Year Results FCA Bank SpA % Change % Change (in € Million) 31-Dec-15 31-Dec-14 31-Dec-13 15/14 14/13 Total Assets 19,509 16,934 16,563 15.21 2.24 Total Shareholders’ Equity 2,098 1,914 1,802 9.60 6.20 Shareholders’ Equity Excluding Minority Interest 2,081 1,899 1,788 9.60 6.17 Regulatory Capital 1,706 N/A N/A N/A N/A Tier 1 Ratio (%) 10.45 11.70 11.00 N/M 70 bps Net Income 249 182 172 36.51 6.29 Net Income Attributable to Equity Holders 248 181 170 36.69 6.35

Notes: 1) Based on consolidated financial data 2) “Regulatory Capital” is not available for 2014 and 2013 3) ““Tier 1 Ratio” for Dec 2015 is stated in accordance with the Basel III framework, while those for Dec 2014 and 2013 are in accordance with the Basel II framework. Including the year’s profit net of forecast dividend distribution, the tier 1 ratio would reach 11.20% Source: Company Reports (consolidated financial statements Dec 2015 and Dec 2014, investor presentation Mar 2015)

Business Activities

FCAB operates through the following three business lines: Dealer Financing; Retail Financing; and Long-Term Rental. As of 31 December 2015, the company’s largest business line was Retail Financing, which accounted for 65.0% of its average portfolio.

Dealer Financing: This business line manages all financial requirements connected with dealership transactions and administration. Its services primarily include financing for new and used vehicle stock, spare parts, working capital, and medium- and long-term financing. As of 31 December 2015, this business line accounted for 26.3% of the company’s average portfolio.

Retail Financing: This business line provides a range of flexible and customised solutions, including hire purchase, leasing and personal contract purchases, credit protection, glass branding, and fire and theft insurance. As of 31 December 2015, it accounted for 65.0% of the company’s average portfolio.

Long-Term Rental: This business line provides flexible and customised long-term rental solutions, and fleet management services to individuals and small, medium-size and large companies. As of 31 December 2015, it accounted for 8.7% of the company’s average portfolio.

This publication does not announce Source: Company Report (consolidated financial statements Dec 2015), Company data a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history.

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EXHIBIT 2 Average Portfolio by Business Line (%, consolidated, as of 31 December 2015)

Long-Term Rental 8.7%

Dealer Financing 26.3%

Retail Financing 65.0%

Source: Company Report (consolidated financial statements Dec 2015, Pg: 46)

Distribution Capacity and Market Share

FCAB operates either directly or through various subsidiaries in 16 European countries – Austria, Belgium, Denmark, France, Germany, Greece, Italy, Ireland, the Netherlands, Poland, Portugal, Spain, Switzerland, Sweden, Norway and the UK. The company provides its services primarily through the dealership networks of the respective manufacturers, as well as through internet-based point-of-sale systems.

Source: Company Report (consolidated financial statements Dec 2015), Moody’s research

Ownership and Structure

EXHIBIT 3 Shareholder Structure as of 31 December 2015

Credit Agricole SA Fiat Chrysler Automobiles NV

100% 100%

Credit Agricole Consumer Finance SA FCA Italy SpA

50% 50%

FCA Bank SpA

Source: Company data

FCAB is a 50:50 JV between the Credit Agricole Consumer Finance SA, a Credit Agricole SA (CASA) group company, and FCA Italy SpA, an FCA NV group company. As of 31 December 2015, FCAB had 700 million shares outstanding.

Source: Company Report (consolidated financial statements Dec 2015), Company data

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EXHIBIT 4 Group Structure as of 31 December 2015

FCA Bank SpA

100% 100% 0.001% 99.99% FCA Bank Deutschland GmbH FCA Capital Nederland BV FCA Capital Belgium SA5

100% 100% 100%

FCA Group Bank Polska SA FCA Capital Suisse SA FCA Dealer Services UK Ltd.

100% 100% 100% FCA Capital Danmark AS FCA Capital France SA3 FCA Dealer Services Portugal

SA 99.99% 100% 30% FCA Capital Sverige AB FCA Leasing France SNC4 Codefis

100% 100% 100% Athomstart Invest 35 FCA Capital Re Ltd. FCA Fleet Services UK Ltd.

100% 100% 100% FCA Automotive Services UK FCA Leasing GmbH FCA Dealer Services España SA Ltd. 100% 99.99% 100% FCA Capital España EFC SA FCA Capital Ireland Plc3 FCA Fleet Services France SAS6

100% 99.99% 100% FCA Capital Portugal IFIC SA FCA Capital Hellas SA2 Leasys SpA

100% 99.99% 33% FCA Leasing Polska Sp. z o.o. FCA Insurance Hellas SA2 Car City Club

50%

FCA Bank GmbH1

Notes: 1) Fidis SpA holds a 25% stake, while the remaining 25% is held by Credit Agricole Consumer Finance SA 2) One share is held by an individual 3) Six shares are held by individuals 4) Remaining shares are held by Fal Fleet Services SAS 5) FCA Capital Netherland BV holds a 0.00067% stake Source: Company Report (consolidated financial statements Dec 2015)

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Subsidiaries

As of 31 December 2015, FCAB’s subsidiaries were as follows:

EXHIBIT 5 FCA Bank SpA

Company Registered Office % of Participation Leasys SpA Turin, Italy 100.00 FCA Capital France SA Trappes, France 100.00 FCA Fleet Services France SA Trappes, France 100.00 FCA Leasing France SNC Trappes, France 99.99 FCA Bank Deutschland GmbH Heilbronn, Germany 100.00 FCA Automotive Services UK Ltd. Slough, UK 100.00 FCA Dealer Services UK Ltd. Slough, UK 100.00 FCA Fleet Services UK Ltd. Slough, UK 100.00 FCA Capital Espaňa EFC SA Alcala de Henares, Spain 100.00 FCA Dealer Services Espaňa SA Alcala de Henares, Spain 100.00 FCA Capital Portugal IFIC SA Lisbon, Portugal 100.00 FCA Dealer Services Portugal SA Lisbon, Portugal 100.00 FCA Capital Suisse SA Schlieren, Switzerland 100.00 FCA Leasing Polska Sp. z o.o. Warsaw, Poland 100.00 FCA Group Bank Polska SA Warsaw, Poland 100.00 FCA Capital Nederland BV Lijnden, Netherlands 100.00 FCA Capital Danmark AS Glostrup, Denmark 100.00 FCA Capital Belgium SA Auderghem, Belgium 99.99 FCA Bank GmbH Vienna, Austria 50.00 FCA Leasing GmbH Vienna, Austria 100.00 FCA Capital Hellas SA Athens, Greece 99.99 FCA Insurance Hellas SA Athens, Greece 99.99 FCA Capital Ireland Plc Dublin, Ireland 99.99 FCA Capital Re Limited Dublin, Ireland 100.00 FCA Capital Sverige AB Sweden 100.00 FCA Capital Norge AS Norway 100.00

Source: Company Report (consolidated financial statements Dec 2015)

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EXHIBIT 6 Organisational Chart as of 8 April 2016

FCA Bank

Internal Audit

Chief Executive Officer and General Manager

Credit

Risk and Permanent Control Compliance and Supervisory Relations

Information and Communication Deputy General Manager and Finance Technology

Digitalization, Communication and Legal Affairs Process Governance

Human Resources Marketing and Sales

European Markets and Rental Europe Dealer Financing FCA Bank Italia Rental Italy Business Development

Source: Company data

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Company Management

Board of Directors Affiliation Age* Philippe Dumont FCAB: Chairman; 55 Agos Ducato SpA and Bureau of the Association Française des Sociétés Financières: Chairman; Groupe CA Consumer Finance SA: Director General Giacomo Carelli FCAB: Managing Director, Chief Executive Officer and General Manager 43 Alfredo Altavilla FCAB: Director; 52 Fiat Chrysler Automobiles Group: Chief Operating Officer Europe, Africa and Middle East and Executive Vice President, Business Development; Tofas, Ferrari SpA and SpA: Director; Fiat India Automobiles Ltd.: Vice Chairman; Fiat Automobiles Serbia DOO: Supervisory Board Member Mario Matteo Busso FCAB: Independent Director; 64 Saipem SpA, Ersel Sim SpA and Tubiflex SpA: Chairman of the Board of Auditors; Istituto per le Opere di Religione: President of the Board of Auditors; Ersel Investimenti SpA, Permicro SpA, Quasar SpA and Millbo SpA: Auditor Andrea Faina FCAB: Director; 53 Fiat Chrysler Automobiles Group: Financial Services Manager; Fidis SpA: Chief Executive Officer; Ferrari Financial Services SpA: Director Andrea Giorio FCAB: Independent Director; 51 AUXE Partners – Risk & Capital Management Advisory srl: Chief Executive Officer; Agos Ducato SpA: Independent Director Christophe Grave FCAB: Director; 57 CA Consumer Finance SA: Deputy General Manager, Credit and Legal Affairs Giampiero Maioli FCAB: Director; 59 Cariparma SpA: Chief Executive Officer; Crédit Agricole Group: Senior Country Officer for Italy; Banca Popolare FriulAdria, , Crédit Agricole Leasing Italia srl, Agos Ducato SpA, Emporiki Bank, Fiere di Parma SpA, Associazione Bancaria Italiana and Fondo Interbancario di tutela dei depositi: Director; Crédit Agricole Vita SpA and Sgr SpA: Vice Chairman; CA Agro-Alimentare SpA: Chairman Bernard Manuelli FCAB: Director; 59 CA Consumer Finance SA: International and Automotive Partnerships Manager; Forso Nordic AB and GAC – Sofinco AFC Co. Ltd.: Director Richard Keith Palmer FCAB: Director; 49 Fiat Chrysler Automobiles Group: Chief Financial Officer; FCA Italy SpA, SpA, Ferrari SpA, Fiat Chrysler Finance SpA, Magneti Marelli SpA, Maserati SpA and Risk Management SpA: Director

* As of 31 Dec 2015 As of 31 Mar 2016 Source: Company Report (consolidated financial statements Dec 2015), Company data

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Company History

FCAB originated as FGA Capital (formerly Fiat Group Automobiles Financial Services SpA and Fidis Retail Italia SpA). FGA Capital was established in December 2006 as a 50:50 JV between CASA, a French global bank, and Fiat, an automotive-specialised industrial group. FGA Capital was created when the former Fidis Retail Italia SpA acquired the dealership financing and long-term rental companies of Fiat Group Automobiles SpA. On 30 July 2013, CASA and Fiat agreed to extend their FGA Capital JV agreement to December 2021, from the original date of December 2014.

In July 2008, FGA Capital signed a cooperation agreement with Jaguar and Land Rover to provide retail and dealer financing and long-term rental services in certain European countries. Subsequently, FGA Capital took over all the financing activities, including the retail financing, dealer financing and long-term rental services, of Jaguar and Land Rover. That cooperation agreement has been extended up to 31 December 2017, pursuant to which FGA Capital (now FCAB) provides financial services in eight European countries.

In January 2009, the company was renamed FGA Capital.

In June 2009, the Fiat and the Chrysler Group finalised a strategic global alliance, which resulted in Fiat acquiring a 20% stake in Chrysler Group. Subsequently, in October 2009, FGA Capital started taking on the Chrysler Group’s financing activities, covering retail auto financing and dealer financing in select European countries. In January 2014, Fiat acquired the remaining equity stake in Chrysler Group. Subsequently, the new entity was named FCA NV.

In December 2013, Maserati SpA and FGA Capital signed a cooperation agreement in the field of car financing concerning all of Maserati’s financing activities for its distribution network, end customers and rental fleets, which will be effective in the countries in which FGA Capital Group operates.

In January 2015, FGA Capital obtained its banking licence and was renamed FCA Bank SpA.

In July 2015, FCAB and the Erwin Hymer Group (EHG) (Germany) created Erwin Hymer Group Finance to provide financial services to EHG’s dealer network and retail buyers. In the same year, FCAB also signed a partnership agreement with Ferrari for the distribution of retail and wholesale products.

Source: Company Reports (consolidated financial statements Dec 2015, Dec 2014, Dec 2013, Dec 2012 and Dec 2010), Company data, www.fcagroup.com, www.credit-agricole.fr, Moody’s research

Peer Group

» Banque PSA Finance » RCI Banque » Volkswagen Bank GmbH » Volkswagen Financial Services AG » Volvo Auto Bank GmbH » Volvofinans Bank AB

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Related Websites and Information Sources

For additional information, please see:

» the company’s website: www.fcabankgroup.com » the regulator’s website: www.bancaditalia.it MOODY’S has provided links or references to third party World Wide Websites or URLs ("Links or References") solely for your convenience in locating related information and services. The websites reached through these Links or References have not necessarily been reviewed by MOODY’S, and are maintained by a third party over which MOODY’S exercises no control. Accordingly, MOODY’S expressly disclaims any responsibility or liability for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on any third party web site accessed via a Link or Reference. Moreover, a Link or Reference does not imply an endorsement of any third party, any website, or the products or services provided by any third party.

Moody’s Related Research

Credit Opinion: » FCA Bank SpA Banking System Outlook: » Italy, November 2015 (1006775) To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of this report and that more recent reports may be available. All research may not be available to all clients.

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Report Number: 189257

Author Editor Valentino Balletta Kamin Au

Production Specialist Cassina Brooks

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