fiat s.p.a. - fca group...fiat s.p.a. (incorporated as a società per azioniunder the laws of the...

BASE PROSPECTUS

Fiat S.p.A.(Incorporated as a Società per Azioni under the laws of the Republic of Italy)

as Issuer and as Guarantor, in respect of Notes issued by Fiat Finance and Trade Ltd. société anonyme, Fiat Finance Canada Ltd. and Fiat Finance North America, Inc.

and

Fiat Finance and Trade Ltd.société anonyme

(Incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg;Registre de Commerce et des Sociétés de Luxembourg No. B-59500)

as Issuerand

Fiat Finance Canada Ltd.(Incorporated with limited liability under the laws of the Province of Alberta, Canada)

as Issuerand

Fiat Finance North America, Inc.(Incorporated under the laws of the State of Delaware)

as Issuer

€15,000,000,000Global Medium Term Note Programme

Under the €15,000,000,000 Global Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Fiat S.p.A. (the“Company,” or “Fiat”), Fiat Finance and Trade Ltd. société anonyme (“FFT”), Fiat Finance Canada Ltd. (“FFC”) and Fiat Finance North America, Inc. (“FFNA”) (each an“Issuer” and together, the “Issuers”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer(as defined below). The payments of all amounts due in respect of Notes issued by FFT, FFC and FFNA (the “Guaranteed Notes”) will be unconditionally and irrevocablyguaranteed by Fiat (in such capacity, the “Guarantor”).

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors” herein.

The Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (the“Prospectus Directive”). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the ProspectusDirective. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC, as amended, and/orwhich are to be offered to the public in any member state of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes issued underthe Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the “Official List”) and trading on its regulated market.References in the Base Prospectus to the “Irish Stock Exchange” (and all related references) shall mean the regulated market of the Irish Stock Exchange. In addition, referencesin the Base Prospectus to the Notes being “listed” (and all related references) shall mean that such Notes have been admitted to listing on the Official List of the Irish StockExchange and admitted to trading on its regulated market or, as the case may be, a MiFID Regulated Market (as defined below). The regulated market of the Irish StockExchange is a regulated market for the purposes of Directive 2004/39/EC, as amended (each such regulated market being a “MiFID Regulated Market”). This document maybe used to list Notes on the regulated market of the Irish Stock Exchange pursuant to the Programme. The Programme provides for Notes to be listed on such other or furtherstock exchange(s) as may be agreed between the relevant Issuer, the Guarantor and the relevant Dealer. Each Issuer may also issue unlisted Notes. The maximum aggregatenominal amount of all Notes from time to time outstanding under the Programme will not exceed €15,000,000,000 (or its equivalent in other currencies, subject to increaseas provided herein). The Notes will be issued in such denominations (each a “Specified Denomination”) as may be agreed between the relevant Issuer and the relevant Dealerand as specified in the applicable Final Terms, save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time bythe relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant specified currency indicated in the applicable Final Terms (as definedbelow) (the “Specified Currency”) and save that the minimum denomination of each Note admitted to trading on a regulated market situated or operating within theEuropean Economic Area (the “EEA”) and/or offered to the public in an EEA state in circumstances which require the publication of a prospectus under the ProspectusDirective will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not containedherein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in final terms (the “Final Terms”) which, withrespect to Notes to be listed on the Irish Stock Exchange, will be delivered to the Central Bank on or before the date of issue of the Notes of such Tranche. Copies of theFinal Terms relating to Notes which are listed on the Irish Stock Exchange or offered in circumstances which require a prospectus to be published under the ProspectusDirective will be available free of charge, at the registered office of each Issuer, the Guarantor and at the specified office of each of the Paying Agents (as defined under “Termsand Conditions of the Notes”), as well as on Fiat’s website at www.fiatspa.com. Fiat’s website and its content (except for any documents available at the links mentionedherein to the extent incorporated by reference herein) do not form part of the Base Prospectus.

In the case of Notes issued by Fiat, Italian substitute tax at the then-applicable rate, currently 20%, will be withheld from any payment of interest and other income arisingin respect of the Notes that characterise as bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) to any investor that is not, or ceases to be,eligible to receive interest free of the Italian substitute tax in respect of the Notes (including if the certification procedures prove to be failing, ineffective or incorrect) or thatfails, or whose Financial Intermediaries fail, to comply with the relevant Italian tax compliance procedures.

As more fully set out in “Terms and Conditions of the Notes—Taxation,” in the case of payments by Fiat as Issuer, additional amounts will not be payable to holders of theNotes that characterise as bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) with respect to any such withholding. In addition, certain otherexceptions to the obligation of the relevant Issuer to pay additional amounts to holders of the Notes with respect to the imposition of withholding or deduction from paymentsrelating to the Notes also apply, also as more fully set out in “Terms and Conditions of the Notes—Taxation.”

ArrangerUBS Investment Bank

DealersBanca IMI BarclaysBNP PARIBAS BofA Merrill LynchCitigroup CommerzbankCrédit Agricole CIB Credit SuisseDeutsche Bank Goldman Sachs InternationalJ.P. Morgan MediobancaMorgan Stanley NatixisSantander Global Banking & Markets Société Générale Corporate & Investment BankingTD Securities The Royal Bank of ScotlandUBS Investment Bank UniCredit Bank

The date of the Base Prospectus is 19th March 2013

Level: 2 – From: 2 – Monday, March 18, 2013 – 10:29 – mark – 4483 Intro

The Base Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.

Fiat, in its capacity as an Issuer, accepts responsibility for the information contained in this document, withthe exception of any information in respect of FFT, FFC and FFNA. To the best of the knowledge of Fiat,the information contained in this document in respect of which it accepts responsibility is in accordancewith the facts and does not omit anything likely to affect the importance of such information.

Fiat, in its capacity as a Guarantor accepts responsibility only for the information contained in thisdocument relating to itself and to the Guarantee (as defined under “Terms and Conditions of the Notes”).To the best of the knowledge of the Guarantor, the information contained in those parts of this documentrelating to itself and to the Guarantee is in accordance with the facts and does not omit anything likely toaffect the importance of such information.

FFT accepts responsibility for the information contained in this document, with the exception of anyinformation in respect of FFNA, FFC and Fiat when the latter is acting as an Issuer. To the best of theknowledge of FFT, the information contained in this document in respect of which it accepts responsibilityis in accordance with the facts and does not omit anything likely to affect the importance of suchinformation.

FFC accepts responsibility for the information contained in this document, with the exception of anyinformation in respect of FFNA, FFT and Fiat when the latter is acting as an Issuer. To the best of theknowledge of FFC, the information contained in this document in respect of which it accepts responsibilityis in accordance with the facts and does not omit anything likely to affect the importance of suchinformation.

FFNA accepts responsibility for the information contained in this document, with the exception of anyinformation in respect of FFT, FFC and Fiat when the latter is acting as an Issuer. To the best of theknowledge of FFNA, the information contained in this document in respect of which it acceptsresponsibility is in accordance with the facts and does not omit anything likely to affect the importance ofsuch information.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the“Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of,U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registrationrequirements of the Securities Act is available. See “Form of the Notes” for a description of the manner inwhich Notes will be issued. Registered Notes (as defined under “Form of the Notes”) are subject to certainrestrictions on transfer, see “Subscription and Sale, and Transfer and Selling Restrictions.”

Copies of the Final Terms will be available from the registered office of each Issuer, the Guarantor and thespecified office set out below of each of the Paying Agents.

Each of the Issuers and the Guarantor has confirmed to the Dealers that the statements contained in theBase Prospectus (including all documents that are incorporated by reference herein — see “DocumentsIncorporated by Reference”) relating (in the case of each Issuer) to such Issuer and (in the case of theGuarantor) to the Guarantor and the Guarantee are in every material respect true and accurate and notmisleading; any opinions, predictions or intentions expressed in the Base Prospectus on the part of anyIssuer or the Guarantor (as the case may be) are honestly held or made and are not misleading in anymaterial respect; the Base Prospectus does not omit to state any material fact necessary to make suchinformation, opinions, predictions or intentions (in such context) not misleading in any material respect;and all proper enquiries have been made to ascertain and to verify the foregoing.

The data related to market shares or ranks in particular markets that is included in the section entitled “TheFiat Group” beginning on page 105 hereof has been extracted from a variety of official, non-official andinternal sources believed by each Issuer and the Guarantor to be reliable, including the following agencies:Italy—Ministero dei Trasporti; Brazil—Associação Nacional dos Fabricantes de Veículos Automotores;France—Association Auxiliaire de l’Automobile; Germany—Kraftfahrt-Bundesamt (KBA); Spain—Dirección General de Tráfico; the United Kingdom—Society of Motor Manufacturers and Traders. Salesrelated to Chrysler’s brands represent sales to end-customers as reported by Chrysler dealer network. Each

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Issuer and the Guarantor confirms that such third-party information has been accurately reproduced andthat, so far as it is aware, and is able to ascertain from information published by such sources, no facts havebeen omitted which would render the reproduced information inaccurate or misleading.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under “GeneralDescription of the Programme” and any additional Dealer appointed under the Programme from time totime by the Issuers (each a “Dealer” and together the “Dealers”), which appointment may be for a specificissue or on an ongoing basis.

References in the Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (orintended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.References in the Base Prospectus to the “relevant Issuer” shall, in relation to an issue of Notes, be to theIssuer of such Notes.

The Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporatedherein by reference (see “Documents Incorporated by Reference” below). The Base Prospectus shall be readand construed on the basis that such documents are incorporated and form part of the Base Prospectus.

The Dealers have not independently verified the information contained herein. Accordingly, norepresentation, warranty or undertaking, express or implied, is made and no responsibility or liability isaccepted by the Dealers as to the accuracy or completeness of the information contained or incorporated byreference in the Base Prospectus or any other information provided by any Issuer or the Guarantor inconnection with the Programme.

No Dealer accepts any liability in relation to the information contained or incorporated by reference in theBase Prospectus or any other information provided by any Issuer or the Guarantor in connection with theProgramme.

No person is or has been authorised by any Issuer or by the Guarantor to give any information or to makeany representation not contained in or not consistent with the Base Prospectus or any other informationsupplied in connection with the Programme or the Notes and, if given or made, such information orrepresentation must not be relied upon as having been authorised by any Issuer, the Guarantor or any of theDealers.

Neither the Base Prospectus nor any other information supplied in connection with the Programme or anyNotes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as arecommendation by any Issuer, the Guarantor or any of the Dealers that any recipient of the BaseProspectus, or of any other information supplied in connection with the Programme or any Notes, shouldpurchase any Notes. Each investor contemplating purchasing any Notes should make its own independentinvestigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of therelevant Issuer and/or the Guarantor. In the absence of Final Terms, neither the Base Prospectus, nor anyother information supplied in connection with the Programme or the issue of any Notes constitutes an offeror invitation by or on behalf of any of the Issuers, the Guarantor or any of the Dealers to any person tosubscribe for or to purchase any Notes.

Neither the delivery of the Base Prospectus, nor the offering, sale or delivery of any Notes shall in anycircumstances imply that the information contained herein concerning the Issuers and/or the Guarantor iscorrect at any time subsequent to the date hereof or that any other information supplied in connection withthe Programme is correct as of any time subsequent to the date indicated in the document containing thesame. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuers orthe Guarantor during the life of the Programme or to advise any investor in the Notes of any informationcoming to their attention. Investors should review, inter alia, the most recently published audited annualfinancial statements and, if published later, the most recently published interim financial statements (if any)of the relevant Issuer and Guarantor when deciding whether or not to purchase any Notes.

The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or deliveredwithin the United States or its possessions or to United States persons, except in certain transactionspermitted by U.S. tax regulations; provided, however, that FFNA may not issue Notes in bearer form. Terms

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used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, asamended (the “Code”) and the regulations promulgated thereunder.

The Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes inany jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.The distribution of the Base Prospectus and the offer or sale of Notes may be restricted by law in certainjurisdictions. The Issuers, the Guarantor and the Dealers do not represent that the Base Prospectus may belawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicableregistration or other requirements in any such jurisdiction, or pursuant to an exemption availablethereunder, or assume any responsibility for facilitating any such distribution or offering.

In particular, no action has, to date, been taken by any Issuer, the Guarantor or the Dealers which wouldpermit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where actionfor that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neitherthe Base Prospectus nor any advertisement or other offering material may be distributed or published in anyjurisdiction, except under circumstances that will result in compliance with all applicable laws andregulations. Persons into whose possession the Base Prospectus or any Notes may come must informthemselves about, and observe, any such restrictions on the distribution of this Base Prospectus and theoffering and sale of Notes. In particular, there are restrictions on the distribution of the Base Prospectus andthe offer or sale of Notes in the United States, Canada, Japan, Hong Kong, Singapore, the PRC (as definedbelow) and the European Economic Area, including Italy and the United Kingdom. See “Subscription andSale, and Transfer and Selling Restrictions.”

In making an investment decision, investors must rely on their own examination of the relevant Issuer andthe Guarantor and the terms of the Notes being offered, including the merits and risks involved. The Noteshave not been approved or disapproved by the United States Securities and Exchange Commission or anyother securities commission or other regulatory authority in the United States, nor have the foregoingauthorities approved the Base Prospectus or confirmed the accuracy or determined the adequacy of theinformation contained in the Base Prospectus. Any representation to the contrary is unlawful.

None of the Dealers, the Issuers or the Guarantor makes any representation to any investor in the Notesregarding the legality of its investment under any applicable laws.

Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating willnot necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation tobuy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by theassigning rating agency. The rating of certain Series of Notes (as defined under “Terms and Conditions ofthe Notes”) to be issued under the Programme may be specified in the applicable Final Terms. Whether ornot each credit rating applied for in relation to a relevant Series of Notes will be issued by a credit ratingagency established in the European Union and registered under Regulation (EC) No. 1060/2009/EC, asamended (the “CRA Regulation”) will be disclosed in the Final Terms. In general, and subject to certainexceptions, European regulated investors are restricted from using a credit rating for regulatory purposes ifsuch credit rating is not issued by a credit rating agency established in the European Union and registeredunder the CRA Regulation.

U.S. INFORMATION

The Base Prospectus may be submitted on a confidential basis in the United States to a limited number ofQIBs (as defined under “Form of the Notes”) in connection with their consideration of the purchase ofNotes being offered hereby. Its use for any other purpose in the United States is not authorised. It may notbe copied or reproduced in whole or in part; nor may it be distributed, or any of its contents disclosed, toanyone other than the prospective investors to whom it is originally submitted.

Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt fromregistration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that theoffer and sale of any Registered Notes to it is being made in reliance upon the exemption from theregistration requirements of the Securities Act provided by Rule 144A under the Securities Act (“Rule144A”).

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Each purchaser or holder of Notes represented by a Rule 144A Global Note (as defined under “Form of theNotes”) or any Notes issued in registered form in exchange or substitution therefor (together “LegendedNotes”) will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certainrepresentations and agreements intended to restrict the resale or other transfer of such Notes as set out in“Subscription and Sale, and Transfer and Selling Restrictions.” Unless otherwise stated, terms used in thisparagraph have the meanings given to them in “Form of the Notes.”

NOTICE TO POTENTIAL INVESTORS IN THE UNITED KINGDOM

This communication is only being distributed to and is only directed at (i) persons who are outside theUnited Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, andother persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as “relevant persons”). The Notes are only available to, and anyinvitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged inonly with, relevant persons. Any person who is not a relevant person should not act or rely on this documentor any of its contents.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRECONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATEHAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDEDOR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENTANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are“restricted securities” within the meaning of the Securities Act, the Issuers and the Guarantor haveundertaken in a deed poll dated on or about 19th March 2013 (the “Deed Poll”) to furnish, upon therequest of a holder of such Notes or any beneficial interest therein, to such holder or to a prospectivepurchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under theSecurities Act if, at the time of the request, the relevant Issuer is neither a reporting company under Section13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exemptfrom reporting pursuant to Rule 12g3-2(b) thereunder.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

FFT, FFC and Fiat are corporations incorporated under the laws of the Grand-Duchy of Luxembourg,Alberta (Canada) and the Republic of Italy, respectively. It may not be possible for investors to effect serviceof process outside the Grand-Duchy of Luxembourg (in the case of FFT), Canada (in the case of FFC) orthe Republic of Italy (in the case of Fiat) or upon FFT, FFC or Fiat or to enforce judgments against themobtained in courts outside the Grand-Duchy of Luxembourg (in the case of FFT), Canada (in the case ofFFC) or the Republic of Italy (in the case of Fiat) predicated upon civil liabilities of FFT, FFC or Fiat, as thecase may be, under laws other than those of Luxembourg (in the case of FFT), Canada (in the case of FFC)or the Republic of Italy (in the case of Fiat), including any judgment predicated upon United States federalsecurities laws. There are doubts as to the enforceability in the Grand-Duchy of Luxembourg (in the caseof FFT), Canada (in the case of FFC) and the Republic of Italy (in the case of Fiat) in original actions or in

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actions for enforcement of judgments of United States courts of civil liabilities predicated solely upon thefederal securities laws of the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Defined Terms

The group consisting of Fiat and its direct and indirect subsidiaries represents the group as existing after thedemerger of certain capital goods businesses of Fiat to Fiat Industrial S.p.A. (“Fiat Industrial”) and includesChrysler (as defined below) following its inclusion in the scope of consolidation of Fiat (the “Fiat Group”or the “Group”).

As of 1st January 2011, the Fiat Group consisted of automobile and automobile-related components andproduction systems activities, which included the following former sectors: Fiat Group Automobiles,Maserati, Ferrari, Magneti Marelli, Teksid, Comau and the “Passenger & Commercial Vehicles” businessline of the Group’s former FPT Powertrain Technologies sector, as further described under “The Demerger”herein. The Demerger (as defined below) was completed on 1st January 2011.

On 24th May 2011, Fiat subscribed to an additional 16% (on a fully diluted basis) of the capital of Chrysler(as defined below), increasing its interest to 46% (on a fully diluted basis). As a result of the potential votingrights associated with options that became exercisable on that date, Fiat was deemed to have acquiredcontrol of Chrysler under IAS 27 – Consolidated and Separate Financial Statements. Accordingly, Chryslerhas been consolidated on a line-by-line basis by Fiat with effect from that date (for practical purposes, 1stJune 2011), as further described under “The Investment in Chrysler” herein. Accordingly, in this BaseProspectus:

(a) references to the “Demerger” are to the transaction pursuant to which Fiat transferred a portion ofits assets and liabilities to Fiat Industrial in the form of a scissione parziale proporzionale (inaccordance with Article 2506 of the Italian Civil Code), as described in the foregoing paragraph andas described in more detail under “The Demerger” herein;

(b) references to “Chrysler” or to “Chrysler Group” are to the group consisting of Chrysler Group LLC,a limited liability company formed on 28th April 2009 under Delaware (USA) law, with its corporateheadquarters at 1000 Chrysler Drive, Auburn Hills, Michigan (USA), together with its direct andindirect subsidiaries consolidated into Chrysler Group LLC in accordance with U.S. GAAP or each ofthe abovementioned legal entities;

(c) references to “Fiat Industrial Group” are to the group consisting of Fiat Industrial (as defined above)and its direct and indirect subsidiaries as of the effective date of the Demerger;

(d) references to “Fiat Group” and the “Group” are, as noted above, to the group consisting of Fiat andits direct and indirect subsidiaries as of 31st December 2012 (including Chrysler, together with itsdirect and indirect consolidated subsidiaries, as of 31st December 2012);

(e) references to the “NAFTA”, “LATAM”, “APAC” and “EMEA” regions are to the operations of theFiat Group relating to “mass market brands” passenger cars, light commercial vehicles and relatedparts and services (including, among others, Fiat, Fiat Professional, Abarth, Alfa Romeo, Lancia,Chrysler, Jeep, Dodge, Ram, SRT and Mopar) in the relevant geographical area;

(f) references to the “Luxury and Performance Brands” operating segment are to the activities of thefollowing sectors of the Fiat Group together: Ferrari and Maserati;

(g) references to the “Components and Production Systems” operating segment are to the activities of thefollowing sectors of the Fiat Group together: Magneti Marelli, Teksid and Comau;

(h) references to “Fiat Powertrain” are to the “Passenger & Commercial Vehicles” business line of theGroup’s former FPT Powertrain Technologies sector; and

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(i) references to the “FFT Group” are to the group consisting of FFT, together with its consolidatedsubsidiaries — FFNA and FFC — following their acquisition by FFT on 15th December 2011, asdescribed in more detail under “Fiat Finance and Trade Ltd. Société Anonyme” herein.

Presentation of Financial Information

The Group’s financial information as of and for the financial years ended 31st December 2012 and 2011included in this Base Prospectus under “Selected Financial and Statistical Information Relating to the FiatGroup,” “Financial Review of the Group” and “Financial Information Relating to the Fiat Group” hasbeen extracted from the Fiat Group’s audited consolidated financial statements as of and for the financialyears ended 31st December 2012 and 2011, prepared in accordance with International Financial ReportingStandards (“IFRS”), as adopted by the European Union, and are incorporated by reference herein, asdescribed under “Documents Incorporated by Reference” below.

Potential investors must take into account that the Guaranteed Notes will be guaranteed only by Fiat andthat Fiat Industrial and the companies of the Fiat Industrial Group will have no obligations under anyNotes issued by Fiat, FFT, FFC or FFNA, the Guaranteed Notes or the Guarantee. Similarly, neither Fiatnor any company of the Fiat Group will have any obligation under any note issued or to be issued by FiatIndustrial or by any company of the Fiat Industrial Group.

On 24th May 2011, following the acquisition of an incremental 16% ownership interest in Chrysler (fullydiluted), in addition to potential voting rights associated with options that became exercisable thereafter,Fiat acquired control of Chrysler and Chrysler’s financial results were consolidated by Fiat from that date(for practical purposes, 1st June 2011). The Fiat Group financial statements as of and for the financial yearended 31st December 2011 include Chrysler for the seven month period beginning 1st June 2011 and ended31st December 2011, while the Fiat Group financial statements as of and for the financial year ended 31stDecember 2012 include Chrysler for the entire financial year. As a result, the Fiat Group financialstatements as of and for the year ended 31st December 2012 are not directly comparable to the Fiat Groupfinancial statements as of and for the year ended 31st December 2011. Fiat and Chrysler will continue tomanage financial matters, including funding and cash management, separately.

Potential investors must take into account that the Guaranteed Notes will be guaranteed only by Fiat andthat Chrysler and the companies of the Chrysler Group will have no obligations under any Notes issued byFiat, FFT, FFC or FFNA, the Guaranteed Notes or the Guarantee. Similarly, neither Chrysler nor anycompany of the Chrysler Group will have any obligation under any Note issued or to be issued by Fiat orby any company of the Fiat Group. Additionally, Fiat has not provided guarantees or security or undertakenany other similar commitment in relation to any financial obligation of Chrysler, nor does it have anycommitment to provide funding to Chrysler in the future.

As a result of the acquisition of majority ownership of Chrysler on 21st July 2011 and consistent with theobjective of enhancing the operational integration of Fiat and Chrysler, Fiat undertook significantorganisational changes that became effective on 1st September 2011. The effects of these organisationalchanges on the composition of the Fiat Group have been reflected in its IFRS 8 segment reporting from thefirst quarter of the financial year ended on 31st December 2012.

Based on the new organisational structure of the Group (as described under “The Fiat Group”), the figuresfor 2011 presented for comparative purposes have been restated in order to be presented pursuant to thenew segmentation of the Group’s activities.

Furthermore, from the first quarter of the financial year ended on 31st December 2012, in addition toassessing the performance of its regions and operating segments on the basis of trading profit, the Groupalso began assessing performance of its regions and operating segments on the basis of earnings beforeinterest and taxes (“EBIT”) and has decided to report it as a separate line item in the income statement inplace of operating profit. The comparative figures included in the Fiat Group’s consolidated financialstatements as of and for the year ended 31st December 2011 have been restated accordingly. EBIT consistsof trading profit/(loss), results from investments, and other income/(expense) classified as unusual and wasdeemed more appropriate than operating profit as an indicator of performance for the Group and its

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regions and operating segments, as it also takes into account the results from investments. Trading profit,on the other hand, which remains unchanged, reflects the results from normal operating activities beforetaking account of the results from investments and unusual items such as gains/(losses) on the disposal ofinvestments, restructuring costs and other income/(expense) classified as unusual.

FFC’s, FFNA’s, FFT’s and the FFT Group’s financial information as of and for the financial years ended 31stDecember 2012 and 31st December 2011 included in this Base Prospectus under “Financial InformationRelating to Fiat Finance Canada Ltd.”, “Financial Information Relating to Fiat Finance North America,Inc.”, “Financial Information Relating to Fiat Finance and Trade Ltd. société anonyme” and “FinancialInformation Relating to the FFT Group” have been derived, respectively, (i) from FFC’s audited financialstatements as of and for the financial years ended 31st December 2012 and 31st December 2011, preparedin accordance with IFRS, (ii) from FFNA’s audited financial statements as of and for the financial yearsended 31st December 2012 and 31st December 2011, prepared in accordance with IFRS, (iii) from FFT’saudited financial statements as of and for the years ended 31st December 2012 and 31st December 2011,prepared in accordance with Luxembourg GAAP, and (iv) from the FFT Group’s audited consolidatedfinancial statements as of and for the financial years ended 31st December 2012 and 31st December 2011,prepared in accordance with IFRS.

All references in the Base Prospectus to “U.S. dollars,” “U.S.$” and “$” refer to the currency of the UnitedStates of America, references to “CAN$” refer to the currency of Canada, references to “Sterling” and “£”refer to the currency of the United Kingdom, references to “CNY”, “RMB” and “Renminbi” refer to thelawful currency of the PRC (as defined below), and references to “euro” and “€” refer to the currencyintroduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treatyon the Functioning of the European Union, as amended.

In this Base Prospectus, references to the “PRC” refer to the People’s Republic of China which, for thepurposes of this Base Prospectus, shall exclude the Hong Kong Special Administrative Region of the PRC(“Hong Kong”), the Macau Special Administrative Region of the PRC and Taiwan.

In this Base Prospectus references to “CNY Notes” refer to Notes denominated in CNY or Renminbideliverable in Hong Kong.

In this Base Prospectus references to “CMU Notes” refer to Notes denominated in any lawful currencywhich the Central Moneymarkets Unit Service (the “CMU Service”) operated by the Hong Kong MonetaryAuthority (the “HKMA”) accepts for settlement from time to time that are, or are intended to be, clearedthrough the CMU Service.

The language of the Base Prospectus is English. Certain legislative references and technical terms have beencited in their original language in order that the correct technical meaning may be ascribed to them underapplicable law.

8


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Base Prospectus contains certain forward-looking statements relating to the Fiat Group and its activitiessubsequent to the Demerger, as well as to the inclusion of Chrysler in the scope of consolidation of Fiat,which do not represent statements of fact but are rather based on current expectations and projections ofthe Fiat Group in relation to future events, and which, by their nature, are subject to inherent risks anduncertainties. Expectations and projections are based on specific knowledge of the sector, publicly availabledata, and past experience. Underlying the projections are assumptions concerning future events and trendsthat are subject to uncertainty and whose actual occurrence or non-occurrence could result in significantvariations from the projected results. These forward-looking statements relate to events and depend oncircumstances that may or may not occur or exist in the future, and, as such, undue reliance should not beplaced on them. Although each Issuer and the Guarantor believes that the expectations, estimates andprojections reflected in its forward-looking statements are reasonable as of the date of this Base Prospectus,actual results may differ materially from those expressed in such statements as a result of a variety offactors, including: changes in commodity prices, general economic conditions, economic growth, otherbusiness conditions, government regulation (in each case, in Italy, the United States or abroad), and manyother factors, some of which are referred to in this Base Prospectus, and most of which are outside of thecontrol of the Issuers, the Guarantor and/or the Fiat Group.

Any forward-looking statements contained in this Base Prospectus speak only as at the date of this BaseProspectus. Without prejudice to any requirements under applicable laws and regulations, each Issuer andthe Guarantor expressly disclaims any obligation or undertaking to disseminate after the date of this BaseProspectus any updates or revisions to any forward-looking statements contained herein to reflect anychange in expectations or any change in events, conditions or circumstances on which any such forward-looking statements are based.

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the“Stabilising Manager(s)” (or persons acting on behalf of any Stabilising Manager(s)) in the applicable FinalTerms may over-allot Notes or effect transactions with a view to supporting the market price of the Notesat a level higher than that which might otherwise prevail. However, there is no assurance that the StabilisingManager(s) (or persons acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action.Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms ofthe offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must endno later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days afterthe date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment shallbe conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any StabilisingManager(s)) in accordance with all applicable laws and rules.

9


Table of ContentsGENERAL DESCRIPTION OF THE PROGRAMME .............................................................. 11

RISK FACTORS ........................................................................................................................ 16

DOCUMENTS INCORPORATED BY REFERENCE .............................................................. 31

FORM OF THE NOTES .......................................................................................................... 34

APPLICABLE FINAL TERMS .................................................................................................. 39

TERMS AND CONDITIONS OF THE NOTES ...................................................................... 50

USE OF PROCEEDS.................................................................................................................. 88

REMITTANCE OF RENMINBI INTO AND OUTSIDE THE PRC ........................................ 89

FIAT FINANCE AND TRADE LTD. SOCIÉTÉ ANONYME .................................................. 91

FINANCIAL INFORMATION RELATING TO THE FFT GROUP ........................................ 92

FINANCIAL INFORMATION RELATING TO FIAT FINANCE AND TRADE LTD.SOCIÉTÉ ANONYME ........................................................................................................ 97

FIAT FINANCE CANADA LTD. .............................................................................................. 100

FINANCIAL INFORMATION RELATING TO FIAT FINANCE CANADA LTD. .................. 101

FIAT FINANCE NORTH AMERICA, INC............................................................................... 102

FINANCIAL INFORMATION RELATING TO FIAT FINANCE NORTH AMERICA, INC. 103

THE FIAT GROUP.................................................................................................................... 105

THE DEMERGER .................................................................................................................... 108

THE INVESTMENT IN CHRYSLER........................................................................................ 109

SELECTED FINANCIAL AND STATISTICAL INFORMATION RELATING TO THEFIAT GROUP ........................................................................................................................ 112

FINANCIAL REVIEW OF THE GROUP.................................................................................. 114

FINANCIAL INFORMATION RELATING TO FIAT S.P.A. .................................................... 135

FINANCIAL INFORMATION RELATING TO THE FIAT GROUP........................................ 137

BOOK-ENTRY CLEARANCE SYSTEMS ................................................................................ 142

TAXATION .............................................................................................................................. 146

SUBSCRIPTION AND SALE, AND SELLING AND TRANSFER RESTRICTIONS................ 158

GENERAL INFORMATION .................................................................................................... 165

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General Description of the ProgrammeThis general description must be read as an introduction to the Base Prospectus and any decision to investin any Notes should be based on a consideration of the Base Prospectus as a whole, including the documentsincorporated by reference therein. The following general description does not purport to be complete andis taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation tothe terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The relevant Issuer,the Guarantor (where applicable) and any relevant Dealer may agree that Notes shall be issued in a formother than that contemplated in the Terms and Conditions, in which event, in the case of listed Notes onlyand if appropriate, a Base Prospectus supplement will be published.

This general description constitutes a general description of the Programme for the purposes ofArticle 22.5(3) of Commission Regulation (EC) No. 809/2004 implementing the Prospectus Directive.

Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall havethe same meanings in this general description.

Issuers: Fiat S.p.A.Fiat Finance and Trade Ltd. société anonymeFiat Finance Canada Ltd.Fiat Finance North America, Inc.

Fiat S.p.A.

Risk Factors: There are certain factors that may affect the ability of each of theIssuers to fulfil its obligations under Notes issued under theProgramme. These are set out under “Risk Factors” below. There arealso certain factors that may affect the Guarantor’s ability to fulfil itsobligations under the Guarantee, where applicable. These are also setout under “Risk Factors” below. In addition, there are certain factorswhich are material for the purpose of assessing the market risksassociated with Notes issued under the Programme. These are set outunder “Risk Factors” and include the fact that the Notes may not bea suitable investment for all investors, certain risks relating to thestructure of particular Series of Notes and certain market risks.

Description: Global Medium Term Note Programme

Arranger: UBS Limited

Dealers: Banca IMI S.p.A.Banco Santander, S.A.Barclays Bank PLCBNP PARIBASCitigroup Global Markets Limited Commerzbank Aktiengesellschaft Crédit Agricole Corporate and Investment BankCredit Suisse Securities (Europe) LimitedDeutsche Bank AG, London BranchGoldman Sachs InternationalJ.P. Morgan Securities plcMediobanca-Banca di Credito Finanziario S.p.A.Merrill Lynch InternationalMorgan Stanley & Co. International plcNatixisSociété Générale

Guarantor, in respect ofGuaranteed Notes:

Level: 2 – From: 2 – Monday, March 18, 2013 – 10:29 – mark – 4483 Section 01

11

The Royal Bank of Scotland plcThe Toronto-Dominion BankUBS LimitedUniCredit Bank AG

and any other Dealers appointed in accordance with the ProgrammeAgreement (as defined in “Subscription and Sale, and Transfer andSelling Restrictions”).

Certain Restrictions: Each issue of Notes denominated in a currency in respect of whichparticular laws, guidelines, regulations, restrictions or reportingrequirements apply will only be issued in circumstances which complywith such laws, guidelines, regulations, restrictions or reportingrequirements from time to time (see “Subscription and Sale, andTransfer and Selling Restrictions”) including the following restrictionapplicable at the date of the Base Prospectus:

Notes issued on terms such that they must be redeemed before theirfirst anniversary will, if the proceeds of the issue are accepted in theUnited Kingdom, constitute deposits for purposes of the prohibitionon accepting deposits contained in section 19 of the Financial Servicesand Markets Act 2000 unless they are issued to a limited class ofprofessional investors and have a denomination of at least £100,000or its equivalent (see “Subscription and Sale, and Transfer and SellingRestrictions”).

Citibank, N.A., London Branch.

Registrar: Citigroup Global Markets Deutschland AG.

CMU Lodging and Paying Agent: Citicorp International Limited.

Programme Size: Up to €15,000,000,000 (or its equivalent in other currenciescalculated as described in the Programme Agreement) outstanding atany time. The Issuers and the Guarantor may increase the amount ofthe Programme in accordance with the terms of the ProgrammeAgreement.

Distribution: Notes may be distributed by way of private or public placement andin each case on a syndicated or non-syndicated basis.

Currencies: Subject to any applicable legal or regulatory restrictions, any currencyagreed between the relevant Issuer and the relevant Dealer.

Maturities: Such maturities as may be agreed between the relevant Issuer and therelevant Dealer, subject to such minimum or maximum maturities asmay be allowed or required from time to time by the relevant centralbank (or equivalent body) or any laws or regulations applicable to therelevant Issuer or the relevant Specified Currency. Notes issued byFFNA may not have maturities of 183 days or less.

Issue Price: Notes may be issued only on a fully-paid basis and at an issue pricewhich is at par or at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in bearer or registered form as described in“Form of the Notes.” FFNA may not issue Bearer Notes (as definedunder “Form of the Notes”). Registered Notes will not beexchangeable for Bearer Notes or vice versa.

Issuing and Principal PayingAgent:

12

GENERAL DESCRIPTION OF THE PROGRAMME


Clearing Systems: With respect to Notes (other than CMU Notes), Clearstream,Euroclear and/or DTC and any additional or alternative clearingsystem specified in the applicable Final Terms. With respect to CMUNotes, the CMU Service operated by the HKMA.

Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreedbetween the relevant Issuer and the relevant Dealer and onredemption and will be calculated on the basis of such Day CountFraction (as defined in the “Terms and Conditions of the Notes”) asmay be agreed between the relevant Issuer and the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:

(i) on the same basis as the floating rate under a notional interestrate swap transaction in the relevant Specified Currencygoverned by an agreement incorporating the 2000 ISDADefinitions (as published by the International Swaps andDerivatives Association, Inc. and as amended and updated as atthe Issue Date of the first Tranche of the Notes of the relevantSeries); or

(ii) on the basis of the reference rate set out in the applicable FinalTerms.

The margin (if any) relating to such floating rate will be agreedbetween the relevant Issuer and the relevant Dealer for each Series ofFloating Rate Notes.

Floating Rate Notes may have a maximum interest rate, a minimuminterest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, asagreed prior to issue by the relevant Issuer and the relevant Dealer,will be payable on such Interest Payment Dates, and will be calculatedon the basis of such Day Count Fraction, as may be agreed betweenthe relevant Issuer and the relevant Dealer.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to theirnominal amount and will not bear interest.

Redemption: The applicable Final Terms will indicate either that the relevant Notescannot be redeemed prior to their stated maturity (other than fortaxation reasons as described in “Terms and Conditions of theNotes—Redemption for Tax Reasons,” or following an Event ofDefault) or that such Notes will be redeemable at the option of therelevant Issuer and/or the Noteholders (as defined under “Terms andConditions of the Notes”) upon giving notice to the Noteholders orthe Issuer, as the case may be, on a date or dates specified prior to suchstated maturity and at a price or prices and on such other terms asmay be agreed between the relevant Issuer and the relevant Dealer.

Notes issued on terms such that they must be redeemed before theirfirst anniversary may be subject to restrictions on their denominationand distribution. See “Certain Restrictions” above.

Denomination of Notes: Notes will be issued in such denominations as may be agreed betweenthe relevant Issuer and the relevant Dealer, save that the minimumdenomination of each Note will be such as may be allowed orrequired from time to time by the relevant central bank (or equivalent

Other provisions in relation toFloating Rate Notes:

13



body) or any laws or regulations applicable to the relevant SpecifiedCurrency and save that the minimum denomination of each Noteadmitted to trading on a regulated market within the EEA will be€100,000 (or, if the Notes are denominated in a currency other thaneuro, the equivalent amount in such currency).

Taxation: All payments in respect of the Notes will be made without deductionfor or on account of withholding taxes imposed by any Relevant TaxJurisdiction, subject to Condition 8. In the event that any suchdeduction is made, the relevant Issuer or the Guarantor (with respectto the Guaranteed Notes) will, save in certain limited circumstancesprovided in Condition 8, be required to pay additional amounts tocover the amounts so deducted.

Without prejudice to the provisions of Condition 8, payments will besubject in all cases to any fiscal or other laws and regulationsapplicable thereto in any jurisdiction, including (without limitation)any obligations pursuant to such laws or regulations to make awithholding or deduction for or on account of any taxes, duties orassessments of whatever nature, and neither the relevant Issuer northe Guarantor (with respect to the Guaranteed Notes) will be liable topay any additional amounts in the event of any such withholding ordeduction.

Interest, premiums and any other income paid under, or arising from,the Notes that characterise as bonds (obbligazioni) or debenturessimilar to bonds (titoli similari alle obbligazioni) and accrued (inrelation to a transfer) or received by Italian resident individuals orItalian non-commercial entities may be subject — in the cases, themanner and terms envisaged by Legislative Decree No. 239 of 1stApril 1996, as subsequently amended and restated — to substitutetaxes generally applicable at the then-applicable rate, currently 20 percent., as further described in “Taxation—Republic of Italy”. As morefully set out in Condition 8, neither the relevant Issuer nor theGuarantor (with respect to Guaranteed Notes) will be liable to payany additional amounts to the Noteholders in relation to any suchtax.

Change of Control: If a Change of Control occurs, except in certain circumstances, therelevant Issuer will be required to offer to repurchase the Notes at apurchase price equal to 101 per cent. of their aggregate principalamount, plus accrued and unpaid interest, if any, to the date ofpurchase.

Negative Pledge: The terms of the Notes will contain a negative pledge provision asfurther described in Condition 4.

Cross Default: The terms of the Notes will contain a cross default provision asfurther described in Condition 10.

Status of the Notes: The Notes and any related Coupons are direct, unconditional,unsubordinated and (subject to the provisions of Condition 4)unsecured obligations of the relevant Issuer and (subject as aforesaid)rank and will rank pari passu without any preference amongthemselves, with all other present and future outstandingunsubordinated and unsecured obligations of the relevant Issuer(subject to mandatorily preferred obligations under applicable laws).

14



Guarantee: The payment of principal and interest in respect of the GuaranteedNotes and any related Coupons has been irrevocably andunconditionally guaranteed by the Guarantor pursuant to theGuarantee. The obligations of the Guarantor under the Guaranteeconstitute direct, unconditional, unsubordinated and (subject to theprovisions of Condition 4) unsecured obligations of the Guarantorand (subject as aforesaid) rank and will rank pari passu (subject tomandatorily preferred obligations under applicable laws) with allother present and future outstanding unsecured and unsubordinatedobligations of the Guarantor.

Listing and admission to trading: Application has been made to the Irish Stock Exchange for the Notesissued under the Programme during the period of 12 months from thedate of this Base Prospectus to be admitted to the Official List and totrading on its regulated market.

Notes may be listed or admitted to trading, as the case may be, onother or further stock exchanges or markets agreed between the Issuerand the relevant Dealer in relation to the Series. Notes which areneither listed nor admitted to trading on any market may also beissued.

The applicable Final Terms will state whether or not the relevantNotes are to be listed or admitted to trading and, if so, on which stockexchange(s).

Governing Law: The Notes and any non-contractual obligations arising out of or inconnection with the Notes will be governed by, and shall be construedin accordance with, English law.

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in theUnited States, Canada, Japan, Hong Kong, Singapore, the PRC andthe EEA (including Italy and the United Kingdom) and such otherrestrictions as may be required in connection with the offering andsale of a particular Tranche of Notes. See “Subscription and Sale, andTransfer and Selling Restrictions.”

15



Risk FactorsEach of the Issuers and the Guarantor believes that the following factors may affect its ability to fulfil itsobligations under Notes issued under the Programme. Most of these factors are contingencies which mayor may not occur and none of the Issuers or the Guarantor is in a position to express a view on thelikelihood of any contingency occurring.

In addition, factors that are material for the purpose of assessing the market risks associated with Notesissued under the Programme are also described below.

Each of the Issuers and the Guarantor believes that the factors described below represent the principal risksinherent in investing in Notes issued under the Programme, but the inability of any Issuer or the Guarantorto pay interest, principal or other amounts on or in connection with any Notes may occur for other reasonswhich may not be considered significant risks by the Issuers and the Guarantor based on informationcurrently available to them or reasons which they may not currently be able to anticipate and none of theIssuers or the Guarantor represents that the statements below regarding the risks of holding any Notes areexhaustive. Prospective investors should also read the detailed information set out elsewhere in the BaseProspectus and reach their own views prior to making any investment decision.

Factors that may affect the ability of the Issuers and the Guarantor to fulfil their obligations under the Notes

The businesses of the Fiat Group are affected by global financial markets and general economic and otherconditions over which it has no control

The Group’s earnings and financial position may be influenced by various macroeconomic factors —including increases or decreases in gross domestic product, the level of consumer and business confidence,changes in interest rates on consumer and business credit, energy prices, the cost of commodities or otherraw materials and the rate of unemployment — within the various countries in which it operates.

Beginning in 2008, global financial markets experienced severe disruptions, resulting in a materialdeterioration of the global economy. The global economic recession in 2008 and 2009, which affectedessentially all regions and all business sectors, resulted in a sharp decline in demand for automobiles.Although 2010, 2011 and 2012 showed signs of a slow-paced global economic recovery, the overall globaleconomic outlook remains uncertain. In Europe, despite the measures taken by several governments,international and supranational organisations and monetary authorities to provide financial assistance toEurozone countries and to recapitalise certain European banks in economic difficulty and to prevent thepossibility of default by certain European countries on their sovereign debt obligations, concerns persistregarding the debt burden of certain Eurozone countries, including Italy, and their ability to meet futurefinancial obligations, as well as the overall stability of the euro and the suitability of the euro as a singlecurrency, given the diverse economic and political circumstances in individual member states of theEurozone. These ongoing concerns could have a detrimental impact on the global economic recovery, aswell as on the financial condition of European institutions, which could result in greater volatility, reducedliquidity, widening of credit spreads and lack of price transparency in credit markets. In addition,widespread austerity measures in Europe and in any other countries in which the Group operates couldcontinue to adversely affect consumer confidence, purchasing power and spending, which could adverselyaffect the Group’s business prospects, earnings and financial position.

In addition, the lower pace of expansion is currently seen not only in advanced economies, but also in majoremerging countries, such as China, Brazil and India. In addition to weaker export business, lower domesticdemand also led to a slowing economy in these countries. All these potential developments could adverselyaffect the businesses and operations of the Group.

Following the acquisition of control of Chrysler in 2011, more than 50% of the Group’s revenues aregenerated in the NAFTA region. A large portion of Chrysler’s vehicle sales occur in North America (the U.S.and Canada). Although Chrysler is seeking to increase the proportion of its vehicle sales outside of NorthAmerica (directly or through Fiat), it is expected that its results of operations will continue to dependsubstantially on vehicle sales in the principal North American markets, particularly the U.S. Any significant


16

deterioration in the economic conditions in the U.S. and/or Canada may consequently adversely affect theFiat Group’s results of operations, financial position and cash flows.

In general, the sector in which the Group operates has historically been subject to highly cyclical demandand tends to reflect the overall performance of the economy, in certain cases even amplifying the effects ofeconomic trends. Given the difficulty in predicting the magnitude and duration of economic cycles, therecan be no assurances as to future trends in the demand for products sold by the Group in any of the marketsin which it operates.

Additionally, even in the absence of slow economic growth or recession, other economic circumstances —such as increases in energy prices and fluctuations in prices of raw materials or contractions in infrastructurespending — could have negative consequences for the industry in which the Group operates and, togetherwith the other factors referred to previously, could have a material adverse effect on the Group’s businessprospects, earnings and financial position.

Risks associated with the high level of competition and cyclicality of the automobile industry

Substantially all of the Group’s revenues are generated in the automobile industry, which is highlycompetitive and encompasses the production and distribution of passenger cars, light commercial vehiclesand the related components and production systems. The Group faces competition from other internationalpassenger car and light commercial vehicle manufacturers and distributors and components suppliers inEurope, North and Latin America and the Asia Pacific region. These markets are all highly competitive interms of product quality, innovation, pricing, fuel economy, reliability, safety, customer service and financialservices offered.

Competition, particularly in pricing, has increased significantly in the Group’s industry sector in recentyears. In addition, partly as a result of the contraction in demand for automobiles, global productioncapacity for the car industry significantly exceeds current demand. This overcapacity, combined with highlevels of competition and weakness of major economies, could intensify pricing pressures.

Fiat has a relatively high proportion of fixed costs and may have significant limitations on its ability toreduce fixed costs by closing facilities and/or reducing labour expenses. Fiat’s competitors may respond tothese conditions by attempting to make their vehicles more attractive or less expensive to customers byadding vehicle enhancements, providing subsidised financing or leasing programmes, offering optionpackage discounts, price rebates or other sales incentives, or by reducing vehicle prices in certain markets.In addition, manufacturers in countries which have lower production costs have announced that they intendto export lower-cost automobiles to established markets. These actions have had, and could continue tohave, a negative impact on Fiat’s vehicle pricing, market share, and operating results. Offering desirablevehicles that appeal to customers can mitigate the risks of increased price competition, while the offer ofvehicles that are perceived to be less desirable (whether in terms of price, quality, styling, safety, or otherattributes) can exacerbate these risks.

Changes in vehicle sales volumes can have a disproportionately large effect on Fiat’s profitability because ofits high level of fixed costs. In addition, the Group generally receives payments from vehicle sales to dealerswithin a few days of shipment from the assembly plants, whereas there is a lag between the time when partsand materials are received from suppliers and when Fiat pays for such parts and materials. As a result, theGroup tends to operate with working capital supported by these payment terms, and periods of decline invehicle sales therefore have a significant negative impact on cash flow and liquidity as the Group continuesto pay suppliers during a period in which it receives reduced proceeds from vehicle sales. If vehicle saleswere to decline to levels significantly below expected levels due to financial crisis, renewed recessionaryconditions, changes in consumer confidence, geopolitical events, limited access to financing or other factors,the Group’s financial condition and results of operations would be substantially adversely affected.

In the automobiles business, sales to end-customers are cyclical and subject to changes in the generalcondition of the economy, the readiness of end-customers to buy and their ability to obtain financing, aswell as the possible introduction of measures by governments to stimulate demand. The automobiles sectoris also subject to the constant renewal of product offerings through frequent launches of new models. A

17


RISK FACTORS

negative trend in the automobiles business or the Group’s inability to adapt effectively to external marketconditions could have a material adverse impact on the business prospects, earnings and financial positionof the Fiat Group.

Risks associated with Fiat’s credit rating

The ability to access the capital markets or other forms of financing and the related costs are dependent,amongst other things, on the Group’s credit ratings. Following downgrades by the major rating agencies,Fiat is currently rated below investment grade, with corporate credit ratings of Ba3 with negative outlookfrom Moody’s Deutschland GmbH (“Moody’s”), BB- with a stable outlook from Standard & Poor’s CreditMarket Services Italy S.r.l (“Standard & Poor’s”), and BB- with negative outlook from Fitch Ratings EspañaS.A.U. (“Fitch”). In the case of Moody’s, the rating on the notes issued by FFT and FFNA is B1, while inthe case of Standard & Poor’s and Fitch, the ratings on the notes issued by FFT and FFNA are the same asthe respective corporate credit ratings. The rating agencies review their ratings at least annually and, assuch, the assignment of new ratings to Fiat during 2013 cannot be excluded. It is not currently possible topredict the timing or outcome of any ratings review. Any further downgrades may increase Fiat’s cost ofcapital and potentially limit its access to sources of financing, with a consequent material adverse effect onthe Group’s business prospects, earnings and financial position. Depending on Chrysler’s credit rating at thetime, it is possible that further integration between Fiat and Chrysler could result in a rating review of Fiatand potentially a lower credit rating.

The credit ratings included in this Base Prospectus have been issued, for the purposes of the CRARegulation, by S&P, Moody’s and Fitch. S&P, Moody’s and Fitch are each established in the EuropeanUnion and registered under the CRA Regulation, as set out in the list of registered credit rating agenciespublished on the website of the European Securities and Markets Authority. The European Securities andMarkets Authority’s website and its content do not form part of the Base Prospectus.

The rating of certain Series of Notes to be issued under the Programme may be specified in the applicableFinal Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will beissued by a credit rating agency established in the European Union and registered under the CRA Regulationwill be disclosed in the Final Terms. In general, and subject to certain exceptions, European regulatedinvestors are restricted from using a credit rating for regulatory purposes if such credit rating is not issuedby a credit rating agency established in the European Union and registered under the CRA Regulation.

Risks associated with the policy of targeted industrial alliances

The Group has engaged in the past, and may engage in the future, in significant corporate transactions suchas mergers, acquisitions, joint ventures and restructurings, the success of which is difficult to predict. Therecan be no assurance that any such significant corporate transaction which might occur in the future will notencounter administrative, technical, industrial, operational, regulatory, political, financial or otherdifficulties (including difficulties related to control and coordination among different shareholders orbusiness partners) and thus fail to produce the benefits expected of it. The failure of any significant strategicalliance, joint venture, merger or similar transaction could have an adverse effect on the Group’s businessprospects, earnings and financial position.

The Group may not achieve the expected benefits from the integration with Chrysler

The acquisition of a controlling interest in Chrysler and the related integration of the two businesses isintended to provide both Fiat and Chrysler with a number of long-term benefits, including sharing newvehicle platforms and powertrain technologies, as well as procurement benefits, management services andglobal distribution opportunities. The integration is also intended to facilitate both parties’ penetration inseveral international markets where the companies’ products would be attractive to consumers, but whereone of the parties does not have significant market penetration.

The ability to realise the benefits of the integration is critical for Fiat and Chrysler to compete with theircompetitors. If the parties are unable to convert the opportunities presented by the integration into long-term commercial benefits, either by improving sales of vehicles and service parts, reducing costs or both, the

18


RISK FACTORS

Group’s financial condition and results of operations may be materially adversely affected.

As a result, any adverse development for Chrysler and the related integration could have a material adverseeffect on the Group’s business prospects, financial condition and results of operations. Therefore, if theintegration does not bring the intended benefits or changes in circumstances at Fiat or Chrysler occur, theremay be a material adverse effect on the Group’s business prospects, earnings and financial position.

Risks associated with Fiat indebtedness as a result of the acquisition of control of Chrysler

Even after the acquisition of control by Fiat, Chrysler continues to manage financial matters, includingfunding and cash management, separately. Additionally, Fiat has not provided guarantees or security orundertaken any other similar commitment in relation to any financial obligation of Chrysler, nor does ithave any commitment to provide funding to Chrysler in the future.

In any case, the Notes and certain bonds issued by Fiat or one of its subsidiaries include covenants that maybe affected by circumstances related to Chrysler. In particular, the Notes and these bonds include cross-default clauses which may accelerate the relevant issuer’s obligation to repay its bonds in the event that a“material subsidiary” of Fiat fails to pay certain debt obligations on maturity or is otherwise subject to anacceleration in the maturity of any of those obligations. As a result of Fiat’s acquisition of control overChrysler, Chrysler Group LLC is a “material subsidiary” and certain of its subsidiaries may become materialsubsidiaries of Fiat within the meaning of those bonds. Therefore, the cross-default provision could requireearly repayment of the Notes or those bonds in the event Chrysler’s debt obligations are accelerated or arenot repaid at maturity. There can be no assurance that the obligation to accelerate the repayment byChrysler of its debts will not arise or that it will be able to pay its debt obligations when due at maturity.

In addition, one of Fiat’s existing revolving credit facilities, expiring in July 2014, provides for some limitson Fiat’s ability to provide financial support to Chrysler. Additionally, certain provisions such as negativepledge, pari passu, and financial covenants and restrictions may apply to Fiat.

The Group is affected by the risks associated with restrictions arising out of Chrysler’s debt instruments

In connection with the refinancing transactions finalised at the end of May 2011, Chrysler entered into acredit agreement for certain senior secured credit facilities (including a revolving facility) and an indenturefor two series of secured senior notes. These debt instruments include covenants that restrict Chrysler’sability to make certain distributions, prepay other debt, encumber assets, incur additional indebtedness,engage in certain business combinations, or undertake various other business activities.

The credit agreement governing the senior secured credit facility and the indenture governing the securedsenior notes contain restrictive covenants that limit Chrysler’s ability to, among other things, (i) incur orguarantee additional secured indebtedness; (ii) pay dividends or make distributions or purchase or redeemcapital stock; (iii) make certain other restricted payments; (iv) incur liens; (v) transfer and sell assets; (vi)enter into sale and lease-back transactions; (vii) enter into transactions with affiliates (as defined in therelevant contractual documents), including Fiat; and (ix) effect a consolidation, amalgamation or certainmerger or change of control (except for the acquisition of control by Fiat).

These restrictive covenants could have an adverse effect on Chrysler’s business by limiting its ability to takeadvantage of financing, mergers and acquisitions, joint ventures or other corporate opportunities. Inaddition, the senior credit facilities contain, and future indebtedness may contain, other and more restrictivecovenants and also prohibit Chrysler from prepaying certain of its indebtedness. The senior credit facilitiesrequire Chrysler to maintain borrowing base collateral coverage and a liquidity threshold. A breach of anyof these covenants or restrictions could result in an event of default on the indebtedness and any of the otherindebtedness of Chrysler or result in cross-default under certain of its indebtedness.

Furthermore, the indenture governing the VEBA Trust (as defined under “The Investment in Chrysler”) notelimits the ability of Chrysler’s subsidiaries to incur debt.

If Chrysler is unable to comply with all of these covenants, it may be in default, which could result in theacceleration of its outstanding indebtedness and foreclosure on mortgaged properties. In this case, Chrysler

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may not be able to repay its debt and it is unlikely that it would be able to borrow sufficient additionalfunds. In any case, even if new financing is made available to Chrysler in such circumstances, it may not beavailable on acceptable terms.

In addition, compliance with certain of these covenants could restrict Chrysler’s ability to take certainactions that its management believes are in Chrysler’s best long-term interests.

Should Chrysler be unable to undertake strategic initiatives due to the covenants provided for by the aboveinstruments, the Group’s business prospects, financial condition and results of operations could be harmed.

Risks associated with Chrysler’s pension plans

Chrysler’s defined benefit pension plans are currently underfunded and its pension funding obligations mayincrease significantly if the investment performance of plan assets does not keep pace with any increases inbenefit payment obligations and Chrysler does not make additional contributions to offset these impacts.Mandatory funding obligations may increase based upon lower than anticipated returns on plan assets,whether as a result of overall weak market performance or particular investment decisions, changes in thelevel of interest rates used to determine required funding levels, changes in the level of benefits provided forby the plans, or any changes in applicable law related to funding requirements. Chrysler’s defined benefitpension plans currently hold significant investments in equity and fixed income securities, as well asinvestments in less liquid instruments such as private equity, real estate and certain funds. Due to thecomplexity and magnitude of certain investments, additional risks may exist, including significant changesin investment policy, insufficient market capacity to complete a particular investment strategy and aninherent divergence in objectives between the ability to manage risk in the short term and the ability toquickly rebalance illiquid and long-term investments.

To determine the appropriate level of funding and contributions to its defined benefit pension plans, as wellas the investment strategy for the plans, Chrysler is required to make various assumptions, including anexpected rate of return on plan assets and a discount rate used to measure the obligations under definedbenefit pension plans. Interest rate increases generally will result in a decline in the value of investments infixed income securities while reducing the present value of the obligations. Conversely, interest ratedecreases will increase the value of investments in fixed income securities, partially offsetting the relatedincrease in the present value of the obligations.

Chrysler is required to re-measure the discount rate annually and did so at 31st December 2012, resultingin an increase in the pension obligations. Any reduction in investment returns or the value of plan assets, orany increase in the present value of obligations, may increase pension expenses and required contributionsand, as a result, could constrain liquidity and materially adversely affect the financial condition and resultsof operations. If Chrysler fails to make required minimum funding contributions, it could be subjected toreportable event disclosure to the Pension Benefit Guaranty Corporation, as well as interest and excise taxescalculated based upon the amount of any funding deficiency. If Fiat’s ownership in Chrysler were to exceed80%, Fiat may become subject to certain US legal requirements making it secondarily responsible for anyfunding shortfall in certain of Chrysler’s pension plans in the event Chrysler were to become insolvent.Chrysler’s organisational documents contain certain protections designed to ensure that Fiat will notinadvertently become subject to these obligations.

The Group may not be able to adequately finance Chrysler’s dealers and retail customers

In the United States and Canada, Chrysler’s dealers enter into wholesale financing arrangements to purchasevehicles from Chrysler and retail customers use a variety of finance and lease programmes to acquire vehicles.Insufficient availability of financing to dealers and retail customers contributed to sharp declines in Chrysler’svehicle sales during 2008, and was one of the key factors leading to Chrysler’s bankruptcy filing.

Chrysler’s lack of a captive finance company may increase the risk that dealers and retail customers will nothave access to sufficient financing on acceptable terms and may adversely affect vehicle sales in the future.Furthermore, most of Chrysler’s competitors operate and control their own captive finance companies: as aresult, they may be better able to implement financing programmes designed to maximise vehicle sales in a

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manner that optimises profitability for them and their captive finance companies on an aggregate basis.Since Chrysler’s ability to compete also depends on access to appropriate sources of financing for dealersand retail customers, its lack of a captive finance company could adversely affect its results of operations.In addition, unless financing arrangements other than for retail purchases continue to be developed andoffered by banks to retail customers in Canada, Chrysler’s lack of a captive finance company could presenta competitive disadvantage in Canada, since banks are restricted by law from providing retail leasefinancing in Canada.

In connection with the 2009 restructuring of the U.S. automotive industry, and with the assistance of theU.S. Treasury, Chrysler entered into an “Auto Finance Operating Agreement” with Ally Financial Inc.(“Ally”). The agreement with Ally extends through 30th April 2013, with automatic one year renewalsunless either party elects not to renew. Ally historically was the captive finance company of General MotorsCompany (“General Motors”), one of Chrysler’s main competitors.

On 25th April 2012, Chrysler notified Ally of its election not to renew the above-mentioned agreement. On6th February 2013, Chrysler signed a 10-year Master Private Label Financing Agreement (the “MasterAgreement”), subject to early termination in certain circumstances, with Santander Consumer USA Inc.(“SCUSA”) to provide a full range of wholesale and retail financing services to Chrysler and Fiat customersand dealers which will be provided under the Chrysler Capital brand name. The new financing service isscheduled to launch on 1st May 2013. Under the Master Agreement, SCUSA will also provide Chrysler withconsideration in the form of a non-refundable upfront payment, which is payable prior to the launch of thenew financing service, as well as on-going revenue sharing opportunities and commitments with respect toavailable funding, approval and penetration rates, price competitiveness and certain exclusivity rights.SCUSA will bear the risk of loss on loans contemplated by the agreement and the parties will share in anyresidual gains and losses in respect of consumer leases, subject to specific provisions, including caps, onChrysler’s participation in gains and losses contained in the Master Agreement. Ally will continue to providefinancial services to Chrysler and Fiat customers and dealers until 30th April 2013.

To the extent that Chrysler Capital is unable or unwilling to provide sufficient financing at competitive ratesto Chrysler’s and Fiat’s dealers and retail customers, and dealers and retail customers do not otherwise havesufficient access to such financing, Chrysler’s and Fiat’s vehicle sales and market share may suffer, whichwould adversely affect the Group’s business prospects, earnings and financial condition.

The Group’s future performance depends on its ability to enrich the Group’s product portfolio and offerinnovative products

The success of the Group’s businesses depends, among other things, on their ability to maintain or increasetheir share in existing markets and/or to expand into new markets through the development of innovative,high-quality products that provide adequate profitability. On 30th October 2012, the Group outlined itsstrategic direction in response to the continued crisis in the European car industry, which includes leveragingits historical premium brand heritage (Alfa Romeo and Maserati), re-aligning its product portfolio andrepositioning the business for the future. In order to regain profitability in the EMEA (Europe, Middle Eastand Africa) region, the Group intends to shift a significant portion of its product portfolio towards highermargin vehicles and to utilise the EMEA production base to develop the Group’s global brands (AlfaRomeo, Maserati, Jeep and the Fiat 500 family). A failure to develop and offer innovative products thatcompare favourably to those of the Group’s principal competitors, in terms of price, quality, functionalityand features, with particular regard to the upper-end of the product range, or delays in bringing strategicnew models to the market, could impair the Group’s strategy, which would have a material adverse effecton the Group’s business prospects, earnings and financial position.

The Group faces risks related to the financing of its business

The Group’s future performance will depend on, among other things, its ability to finance debt repaymentobligations and planned investments from operating cash flow, available liquidity, the renewal orrefinancing of existing bank loans and/or facilities and possible recourse to capital markets or other sourcesof financing. Although the Group has measures in place that are designed to ensure that adequate levels of

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working capital and liquidity are maintained, further declines in sales volumes could have a negative impacton the cash-generating capacity of its operating activities. The Group could, therefore, find itself in theposition of having to seek additional financing and/or having to refinance existing debt, including inunfavourable market conditions, with limited availability of funding and a general increase in funding costs.Any difficulty in obtaining financing could have material adverse effects on the Group’s business prospects,earnings and financial position.

The Group is subject to risks relating to international markets and exposure to changes in local conditions

The Group is subject to risks inherent to operating globally, including those related to:

• exposure to local economic and political conditions;

• import and/or export restrictions;

• multiple tax regimes, including regulations relating to transfer pricing and withholding and othertaxes on remittances and other payments to or from subsidiaries;

• foreign investment and/or trade restrictions or requirements, foreign exchange controls andrestrictions on the repatriation of funds; and/or

• the introduction of more stringent laws and regulations.

Unfavourable developments in any one of these areas (which may vary from country to country) could havea material adverse effect on the Group’s business prospects, earnings and financial position.

Developments in emerging market countries may adversely affect the Group’s business

The Group operates in a number of emerging markets, both directly (e.g., Brazil and Argentina) and throughjoint ventures and other cooperation agreements (e.g., Turkey, India, China and Russia). In Brazil, theGroup retains its position as the market leader, providing a key contribution to the Group’s performance interms of revenues and profitability. The Group’s exposure to other emerging countries has increased inrecent years, as have the number and importance of such joint ventures and cooperation agreements.Economic and political developments in Brazil and other emerging markets, including economic crises orpolitical instability, have had and could in the future have material adverse effects on the Group’s businessprospects, earnings and financial position.

The Group is subject to extensive environmental and other governmental regulation

The Group’s products and activities are subject to numerous environmental laws and regulations (local,national and international), which are becoming increasingly stringent in many countries in which itoperates (particularly in the European Union). Such regulations govern, among other things, products —with requirements relating to emissions of polluting gases, reduced fuel consumption and safety becomingincreasingly strict — and industrial plants — with requirements for emissions, treatment of waste and waterand prohibitions on soil contamination. In order to comply with such laws and regulations, the Groupemploys considerable resources and expects it will continue to incur substantial costs in the future.

In addition, government initiatives to stimulate consumer demand for products sold by the Group, such aschanges in tax treatment or purchase incentives for new vehicles, can substantially influence the timing andlevel of revenues. The size and duration of such government measures are unpredictable and outside of theGroup’s control. Any adverse change in government policy relating to those measures could have materialadverse effects on the Group’s business prospects, earnings and financial position.

The Group faces risks associated with its relationships with employees and suppliers

In many countries where the Group operates, Group employees are protected by various laws and/orcollective labour agreements that guarantee them, through local and national representatives, the right ofconsultation on specific matters, including downsizing or closure of production units and reductions in

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personnel. The laws and/or collective labour agreements applicable to the Group could impair its flexibilityin reshaping and/or strategically repositioning its business activities. The Group’s ability to reduce personnelor implement other permanent or temporary redundancy measures may be subject to government approvalsand the agreement of the labour unions. Industrial action by employees could have an adverse impact onthe Group’s business activities.

Furthermore, the Group purchases raw materials and components from a large number of suppliers andrelies on services and products provided by companies outside the Group. Some of these companies arehighly unionised. Close collaboration between a manufacturer and its suppliers is common in the industriesin which the Group operates and although this offers economic benefits in terms of cost reduction, it alsomeans that the Group is reliant on its suppliers and is exposed to the possibility that difficulties, includingthose of a financial nature, experienced by those suppliers (whether caused by internal or external factors)could have a material adverse effect on the Group’s business prospects, earnings and financial position.

Risks associated with increases in costs, disruptions of supply or shortages of raw materials

Fiat uses a variety of raw materials in its business including steel, aluminum, lead, resin and copper, andprecious metals such as platinum, palladium and rhodium, as well as energy. The prices for these rawmaterials fluctuate and at times in recent periods, these commodity prices have increased significantly inresponse to changing market conditions. Fiat seeks to manage this exposure, but it may not be successful inhedging these risks. Substantial increases in the prices for raw materials would increase the Group’soperating costs and could reduce profitability if the increased costs cannot be offset by changes in vehicleprices. In addition, certain raw materials are sourced only from a limited number of suppliers and from alimited number of countries. The Group cannot guarantee that it will be able to maintain arrangements withthese suppliers that assure access to these raw materials, and in some cases this access may be affected byfactors outside of the Group’s control and the control of its suppliers. For instance, the earthquake andtsunami in Japan in 2011 have negatively affected commodity markets, and any similar event may havesevere and unpredictable effects on the price of certain raw materials in the future. As with raw materials,the Group is also at risk for supply disruption and shortages in parts and components for use in its vehicles.

Any interruption in the supply or any increase in the cost of raw materials, parts and components couldnegatively impact the Group’s ability to achieve growth in vehicle sales and improved profitability.

The Group is subject to risks associated with exchange rate fluctuations, interest rate changes, credit riskand other market risks

The Group, which operates in numerous markets worldwide, is exposed to market risks stemming fromfluctuations in currency and interest rates. The exposure to currency risk is mainly linked to the differencesin geographic distribution of the Group’s manufacturing activities and commercial activities, resulting incash flows from sales being denominated in currencies different from those connected to purchases orproduction activities.

The Group uses various forms of financing to cover funding requirements for its industrial activities and forfinancing customers and dealers. Moreover, liquidity for industrial activities is also principally invested invariable-rate or short-term financial instruments. The Group’s financial services businesses normally operatea matching policy to offset the impact of differences in rates of interest on the financed portfolio and relatedliabilities. Nevertheless, changes in interest rates can result in increases or decreases in revenues, financecosts and margins.

In accordance with its risk management policies, the Group seeks to manage risks associated withfluctuations in currency and interest rates through the use of financial hedging instruments. Despite suchhedges being in place, sudden fluctuations in currency or interest rates could have a material adverse effecton the Group’s business prospects, earnings and financial position.

The Group’s financial services activities are also subject to the risk of insolvency of dealers and end-customers, as well as unfavourable economic conditions in markets where these activities are carried out,

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which the Group seeks to mitigate through the credit approval policies applied to dealers and end-customers.

The Group’s success is largely dependent on the ability of its current management team to operate andmanage effectively

The Group’s success is largely dependent on the ability of its senior executives and other members ofmanagement to effectively manage the Group and individual areas of business. The loss of any seniorexecutive, manager or other key employees without an adequate replacement or the inability to attract,retain and incentivise senior executive managers, other key employees or new qualified personnel couldtherefore have a material adverse effect on the Group’s business prospects, earnings and financial position.

Fiat is a holding company, which creates structural subordination risks for the holders of the Notes

Fiat is organised as a holding company that conducts essentially all of its operations through its subsidiariesand depends primarily on the earnings and cash flows of, and the distribution of funds from, thesesubsidiaries to meet its debt obligations, including its obligations under the Notes issued by it and itsguarantee obligations with respect to the Guaranteed Notes. Generally, creditors of a subsidiary, includingtrade creditors, secured creditors and creditors holding indebtedness and guarantees issued by thesubsidiary, and preferred shareholders, if any, of the subsidiary, will be entitled to the assets of thatsubsidiary before any of those assets can be distributed to shareholders upon liquidation or winding up. Asa result, Fiat’s obligations under the Notes issued by it and under the Guarantee of the Guaranteed Noteswill effectively be subordinated to the prior payment of all the debts and other liabilities, including the rightof trade creditors and preferred shareholders, if any, of Fiat’s direct and indirect subsidiaries. Fiat’ssubsidiaries have other liabilities, including contingent liabilities, which could be substantial. See also “RisksRelated to the Notes Generally—The Notes do not restrict the amount of debt which the Issuers and theGuarantor may incur.”

The Guarantor’s Guarantee of the Notes may be limited by applicable laws or subject to certain proceduresthat could limit or prevent the Guarantor from making payments under the Guarantee

The Guarantee provides the holders of the Guaranteed Notes with a direct claim against the Guarantor.However, the enforcement of the Guarantee against Fiat would be subject to certain defences generallyavailable in connection with guarantees. These laws and defences include those that relate to fraudulentconveyance or transfer, bankruptcy claw-back, corporate purpose, conflicts of interest, or similar laws,regulations or defences affecting the rights of creditors generally.

Potential investors must take into account that the Guaranteed Notes will be guaranteed only by Fiat andthat Fiat Industrial and the Fiat Industrial Group will have no obligations under the Notes, including theGuaranteed Notes or the Guarantee.

Risks Related to Notes Generally

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the meritsand risks of investing in the Notes and the information contained or incorporated by reference in theBase Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of itsparticular financial situation, an investment in the Notes and the impact the Notes will have on itsoverall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,including Notes with principal or interest payable in one or more currencies different from the

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potential investor’s currency;

(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevantindices and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic, interest rate and other factors that may affect its investment and its ability to bear theapplicable risks.

Some Notes may be complex financial instruments. Sophisticated institutional investors generally do notpurchase complex financial instruments as stand-alone investments. They purchase complex financialinstruments as a way to reduce risk or enhance yield with an understood, measured, appropriate additionof risk to their overall portfolios. A potential investor should not invest in Notes which are complexfinancial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate howthe Notes will perform under changing conditions, the resulting effects on the value of the Notes and theimpact this investment will have on the potential investor’s overall investment portfolio.

The terms and conditions of the Notes are subject to modification and waiver

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider mattersaffecting their interests generally. These provisions permit defined majorities to bind all Noteholdersincluding Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted ina manner contrary to the majority.

Pursuant to the EU Savings Directive, payments on the Notes made or collected through certain EUmember states may be subject to withholding

Under the EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”),each member state of the European Union is required to provide to the tax authorities of another memberstate details of payments of interest (or similar income) paid by a person within its jurisdiction to anindividual resident in that other member state or to certain limited types of entities established in that othermember state. However, for a transitional period, Luxembourg and Austria are instead required (unlessduring that period they elect otherwise) to operate a withholding system in relation to such payments (theending of such transitional period being dependent upon the conclusion of certain other agreements relatingto information exchange with certain other non-EU countries). A number of non-EU countries andterritories including Switzerland have adopted similar measures (a withholding system in the case ofSwitzerland).

The European Commission and the European Parliament have proposed certain amendments to theDirective 2003/48/EC, which may, if implemented, amend or broaden the scope of the requirementsdescribed above.

If a payment were to be made or collected through a member state which has opted for a withholding systemand an amount of, or in respect of tax were to be withheld from that payment, neither the relevant Issuernor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to anyNote as a result of the imposition of such withholding tax. The relevant Issuer is required to maintain aPaying Agent in a member state that will not be obliged to withhold or deduct tax pursuant to the SavingsDirective.

Bearer Notes may be traded in amounts that are not integral multiples of their Specified Denomination

In relation to any issue of bearer Notes which have denominations consisting of a minimum SpecifiedDenomination and one or more higher integral multiples of another smaller amount, it is possible that suchNotes may be traded in amounts that are not integral multiples of such minimum Specified Denomination.In such a case, a holder who, as a result of such trading, holds an amount which is less than the minimumSpecified Denomination in its account with the relevant clearing system at the relevant time may not receivea definitive bearer Note in respect of such holding (should definitive bearer Notes be printed) and would

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need to purchase a principal amount of Notes such that its holding amounts to the minimum SpecifiedDenomination.

If definitive Notes are issued, holders should be aware that definitive Notes which have a denominationwhich is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult totrade.

Laws may restrict certain investments in the Notes

The investment activities of certain investors are subject to investment laws and regulations, or review orregulation by certain authorities. Each potential investor should consult its legal advisers to determinewhether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral forvarious types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financialinstitutions should consult their legal advisers or the appropriate regulators to determine the appropriatetreatment of Notes under any applicable risk-based capital or similar rules.

The Notes do not restrict the amount of debt which the Issuers and the Guarantor may incur

The terms and conditions relating to the Notes do not contain any restriction on the amount of indebtednesswhich the Issuers and the Guarantor may from time to time incur. In the event of any insolvency or winding-up of the Issuers or the Guarantor (where applicable), the Notes will rank equally with other unsecuredsenior indebtedness of the relevant Issuer and the Guarantor and, accordingly, any increase in the amountof unsecured senior indebtedness of the Issuers or the Guarantor in the future may reduce the amountrecoverable by Noteholders. In addition, the Notes are unsecured and, save as provided in Condition 4(Negative Pledge), do not contain any restriction on the giving of security by the Issuers or the Guarantorover present and future indebtedness. Where security has been granted over assets of the Issuers or theGuarantor to secure indebtedness, in the event of any insolvency or winding-up of the Issuers or theGuarantor, such indebtedness will rank in priority over the Notes and other unsecured indebtedness of theIssuers or the Guarantor in respect of such assets. In relation to the assets and indebtedness of Fiat’ssubsidiaries, see also “Risk Factors—Fiat is a holding company, which creates structural subordination risksfor the holders of the Notes.”

Risks that May Be Related to Particular Series of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may have featureswhich present particular risks for potential investors. Set out below is a description of the most commonsuch features:

Notes subject to optional redemption by the Issuer

An optional redemption feature of Notes is likely to limit their market value. During any period when therelevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantiallyabove the price at which they can be redeemed. This also may be true prior to any redemption period.

The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interestrate on the Notes. At those times, an investor generally would not be able to reinvest the redemptionproceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may onlybe able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in lightof other investments available at that time.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes bear interest at a rate that may convert from a fixed rate to a floating rate, orfrom a floating rate to a fixed rate. When an Issuer has the right to effect such conversion, this will affectthe secondary market and the market value of the Notes since an Issuer may be expected to convert the ratewhen it is likely to produce a lower overall cost of borrowing. If an Issuer converts from a fixed rate to afloating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than

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then-prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, thenew floating rate at any time may be lower than the rates on other Notes. If an Issuer converts from afloating rate to a fixed rate in such circumstances, the fixed rate may be lower than then-prevailing rates onits Notes.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal amounttend to fluctuate more in relation to general changes in interest rates than do prices for conventionalinterest-bearing securities. Generally, the longer the remaining term of the securities, the greater the pricevolatility as compared to conventional interest-bearing securities with comparable maturities.

Risks Related to the Market Generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,interest rate risk and credit risk:

Investors may not have access to a liquid secondary market, into which to sell their Notes

Notes may have no established trading market when issued, and one may never develop. If a market doesdevelop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at pricesthat will provide them with a yield comparable to similar instruments that have a developed secondarymarket. This is particularly the case for Notes that are especially sensitive to interest rate, currency ormarket risks, are designed for specific investment objectives or strategies or have been structured to meetthe investment requirements of limited categories of investors. These types of Notes generally would have amore limited secondary market and more price volatility than conventional debt securities. Illiquidity mayhave a severely adverse effect on the market value of the Notes.

Investors will face the risks of exchange rate fluctuations and possible exchange controls

The relevant Issuer will pay principal and interest on the Notes and the Guarantor will make any paymentsunder the Guarantee (where applicable) in the Specified Currency. This presents certain risks relating tocurrency conversions if an investor’s financial activities are denominated principally in a currency orcurrency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk thatexchange rates may significantly change (including changes due to devaluation of the Specified Currency orrevaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’sCurrency may impose or modify exchange controls. Appreciation in the value of the Investor’s Currencyrelative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes,(2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’sCurrency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls thatcould adversely affect an applicable exchange rate or the ability of the relevant Issuer or the Guarantor tomake payments in respect of the Notes. As a result, investors may receive less interest or principal thanexpected, or no interest or principal.

Investors will face interest-rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates mayadversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may notreflect the potential impact of all risks related to structure, market, additional factors discussed above, andother factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell orhold securities and may be revised or withdrawn by the rating agency at any time.

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Risks related to Notes denominated in Renminbi

The Renminbi is not freely convertible and there are significant restrictions on the remittance of theRenminbi into and outside the PRC

The Renminbi is not freely convertible at present. The government of the PRC (the “PRC Government”)continues to regulate conversion between the Renminbi and foreign currencies, despite the significantreduction over the years by the PRC Government of control over routine foreign exchange transactionsunder current accounts. Participating banks in Hong Kong have been permitted to engage in the settlementof Renminbi trade transactions under a pilot scheme introduced in July 2009. This represents a currentaccount activity. The pilot scheme was extended in August 2011 to cover all provinces and cities in the PRCand to make Renminbi trade and other current account item settlement available in all countries worldwide.Subject to limited exceptions, there is currently no specific PRC regulation on the remittance of Renminbiinto the PRC for settlement of capital account items. Foreign investors may only remit offshore Renminbiinto the PRC for capital account purposes such as shareholders’ loan or capital contribution upon obtainingspecific approvals from the relevant authorities on a case by case basis. Regulations in the PRC on theremittance of Renminbi into the PRC for settlement of capital account items is developing gradually.

On 12th October 2011, the Ministry of Commerce of the PRC (“MOFCOM”) promulgated the “Circularon Certain Issues Concerning Direct Investment Involving Cross border Renminbi”(商務部關於跨境人民幣直接投資有關問題的通知) (the “MOFCOM Circular”). Pursuant to theMOFCOM Circular, the appropriate office of MOFCOM and/or its local counterparts were authorised toapprove Renminbi foreign direct investments (“FDI”) with certain exceptions based on, amongst others, thesize and industry of the investment. The MOFCOM Circular also stipulates that the proceeds of FDI maynot be used towards investment in securities, financial derivatives or entrustment loans in the PRC, exceptfor investments in domestic companies listed in the PRC through private placements or share transfers byagreement.

On 13th October 2011, the People’s Bank of China (the “PBoC”) promulgated the “AdministrativeMeasures on Renminbi Settlement of Foreign Direct Investment” (外商直接投資人民幣結算業務管理辦法)(the “PBoC FDI Measures”) as part of the implementation of the PBoC’s detailed FDI accountsadministration system. The system covers almost all aspects in relation to FDI, including capital injections,payments for the acquisition of PRC domestic enterprises, repatriation of dividends and other distributions,as well as Renminbi denominated cross-border loans. On 14th June 2012, the PBoC further issued theimplementing rules for the PBoC FDI Measures. Under the PBoC FDI Measures, special approval for FDIand shareholder loans from the PBoC, which was previously required, is no longer necessary. In some caseshowever, post-event filing with the PBoC is still necessary.

As the MOFCOM Circular and the PBoC FDI Measures are relatively new circulars, they will be subject tointerpretation and application by the relevant authorities in the PRC.

There is no assurance that the PRC Government will continue to gradually liberalise the control over cross-border Renminbi remittances in the future, that the pilot scheme introduced in July 2009 (as amended) willnot be discontinued, or that new PRC regulations will not be promulgated in the future which have theeffect of restricting or eliminating the remittance of Renminbi into or outside the PRC. Further, if any newPRC regulations are promulgated in the future which have the effect of permitting or restricting (as the casemay be) the remittance of Renminbi for payment of transactions categorised as capital account items, thensuch remittances will need to be made subject to the specific requirements or restrictions set out in suchrules. In the event that any regulatory restrictions inhibit the ability of the relevant Issuer or the Guarantor,as the case may be, to repatriate funds outside the PRC to meet its obligations under the CNY Notes, therelevant Issuer or the Guarantor, as the case may be, will need to source Renminbi offshore to finance suchobligations under the CNY Notes, and its ability to do so will be subject to the overall availability ofRenminbi outside the PRC.

Investors may be required to provide certifications and other information (including Renminbi accountinformation) in order to be allowed to receive payments in Renminbi in accordance with the Renminbiclearing and settlement system for participating banks in Hong Kong.

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RISK FACTORS

For further details in respect of the remittance of Renminbi into and outside the PRC (including theMOFCOM Circular and the PBoC FDI Measures), see “Remittance of Renminbi into and outside the PRC”below.

There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the CNYNotes and the ability of the relevant Issuer or Guarantor to source Renminbi outside the PRC to service theCNY Notes

As a result of the restrictions imposed by the PRC Government on cross-border Renminbi fund flows, theavailability of Renminbi outside of the PRC is limited. Since February 2004, in accordance witharrangements between the PRC Government and the Hong Kong government, licensed banks in Hong Kongmay offer limited Renminbi-denominated banking services to Hong Kong residents and specified businesscustomers. The PBoC, the central bank of the PRC, has also established a Renminbi clearing and settlementsystem for participating banks in Hong Kong. On 19th July 2010, further amendments were made to theSettlement Agreement on the Clearing of Renminbi Business (the “Settlement Agreement”) between thePBoC and Bank of China (Hong Kong) Limited (the “Renminbi Clearing Bank”) to further expand thescope of Renminbi business for participating banks in Hong Kong. Pursuant to the revised arrangements,all corporations are allowed to open Renminbi accounts in Hong Kong; there is no longer any limit on theability of corporations to convert Renminbi; and there is no longer any restriction on the transfer ofRenminbi funds between different accounts in Hong Kong.

However, the current size of Renminbi-denominated financial assets outside the PRC is limited. As of 31stDecember 2012, the total amount of Renminbi deposits held by institutions authorised to engage inRenminbi banking business in Hong Kong amounted to approximately CNY 603.0 billion according to theHKMA. In addition, participating authorised institutions are also required by the HKMA to maintainRenminbi liquidity ratios at no less than 25 per cent. (computed on the same basis as the statutory liquidityratio), which further limits the availability of Renminbi that participating banks can utilise for conversionservices for their customers. Renminbi business participating banks do not have direct Renminbi liquiditysupport from the PBoC. They are only allowed to square their open positions with the Renminbi ClearingBank after consolidating the Renminbi trade position of banks outside Hong Kong that are in the same bankgroup of the participating banks concerned with their own trade position, and the Renminbi Clearing Bankonly has access to onshore liquidity support from the PBoC for the purpose of squaring open positions ofparticipating banks for limited types of transactions, including open positions resulting from conversionservices for corporations in relation to cross-border trade settlement, for Hong Kong residents of up toCNY20,000 per person per day and for designated business customers relating to the Renminbi received inproviding their services. The Renminbi Clearing Bank is not obliged to square for participating banks anyopen positions resulting from other foreign exchange transactions or conversion services and participatingbanks will need to source Renminbi from the offshore market to square such open positions.

On 14th June 2012, the HKMA introduced a facility for providing Renminbi liquidity to authorisedinstitutions participating in Renminbi business (“Participating AIs”) in Hong Kong. The facility will makeuse of the currency swap arrangement between the PBoC and the HKMA. With effect from 15th June 2012,the HKMA will, in response to requests from individual Participating AIs, provide Renminbi term funds tothe Participating AIs against eligible collateral acceptable to the HKMA. The facility is intended to addressshort-term Renminbi liquidity tightness which may arise from time to time, for example due to capitalmarket activities or a sudden need for Renminbi liquidity by the Participating AIs’ overseas bank customers.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, itsgrowth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. Thereis no assurance that no new PRC regulations will be promulgated or the Settlement Agreement will not beterminated or amended in the future which will have the effect of restricting the availability of Renminbioffshore. The limited availability of Renminbi outside the PRC may affect the liquidity of the CNY Notes.To the extent the relevant Issuer or the Guarantor, as the case may be, is required to source Renminbi in theoffshore market to service the CNY Notes, there is no assurance that it will be able to source such Renminbion satisfactory terms, if at all. If the Renminbi is not available in certain circumstances as described in the

29


RISK FACTORS


RISK FACTORS

30

CNY Notes, the relevant Issuer or the Guarantor, as the case may be, can make payments under the CNYNotes in U.S. dollars or another specified currency.

Investment in the CNY Notes is subject to exchange rate risks and the relevant Issuer or the Guarantor maymake payments of interest and principal in U.S. dollars in certain circumstances

The value of the Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected bychanges in the PRC, by international political and economic conditions and by many other factors. Inaddition, although the primary obligation of the relevant Issuer or the Guarantor, as the case may be, is tomake all payments of interest and principal with respect to the CNY Notes in Renminbi in the event accessto Renminbi deliverable in Hong Kong becomes restricted to the extent that, by reason of Inconvertibility,Non-transferability or Illiquidity (each as defined in “Terms and Conditions of the Notes”), the relevantIssuer or the Guarantor, as the case may be, is unable to pay interest or principal in Renminbi in HongKong, the terms of the CNY Notes allow the relevant Issuer or the Guarantor, as the case may be, to makepayment in U.S. dollars or another specified currency at the prevailing spot rate of exchange, all as providedfor in more detail in “Terms and Conditions of the Notes—Condition 6(h) (Payments—Payment ofAlternative Currency Equivalent)”. As a result, the value of these Renminbi payments in U.S. dollar or otherforeign currency terms may vary with the prevailing exchange rates in the market place. If the value ofRenminbi depreciates against the U.S. dollar or other foreign currencies, the value of the investment in U.S.dollars or other applicable foreign currency terms, as the case may be, will decline.

Payments in respect of the CNY Notes will only be made to investors in the manner specified in the CNYNotes

Investors may be required to provide certification and other information (including Renminbi accountinformation) in order to be allowed to receive payments in Renminbi in accordance with the Renminbiclearing and settlement system for participating banks in Hong Kong. Except in the limited circumstancesstipulated in “Terms and Conditions of the Notes—Condition 6(h) (Payments—Payment of AlternativeCurrency Equivalent)”, all payments to investors in respect of the CNY Notes will be made solely (i) for solong as the CNY Notes are represented by a Global Note, by transfer to a Renminbi bank accountmaintained in Hong Kong in accordance with prevailing CMU Service rules and procedures, or (ii) for solong as the CNY Notes are in definitive form, by transfer to a Renminbi bank account maintained in HongKong in accordance with prevailing rules and regulations. None of the Issuers nor the Guarantor can berequired to make payment by any other means (including in bank notes, by cheque or draft or by transferto a bank account in the PRC).

Documents Incorporated by ReferenceThe documents referred to in paragraphs (a), (b), (c), (d) and (e) below have been filed with the CentralBank and shall be deemed to be incorporated in, and to form part of, this Base Prospectus:

(a) the report of independent auditors and audited annual financial statements (including the statementof financial position and the related statements of comprehensive income, statements of changes instockholder’s equity and statements of cash flows, and the related notes to the financial statements)of FFC as of and for the financial years ended 31st December 2012 and 2011;

FFC’s audited financial statements and the report of independent auditors thereon as of and for thefinancial year ended 31st December 2012:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/FFC%20-%202012%20Financial%20Statements.PDF

FFC’s audited financial statements and the report of independent auditors thereon as of and for thefinancial year ended 31st December 2011:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/Fiat%20Finance%20Canada%20-%20Financial%20Statements%2012-31-11.pdf

(b) the audit report and audited annual financial statements (including statements of financial position,statements of income, statements of comprehensive income, statements of changes in stockholder’sequity, statements of cash flows and notes to the financial statements) of FFNA as of and for thefinancial years ended 31st December 2012 and 2011;

FFNA’s audited financial statements and audit report thereon as of and for the financial year ended31st December 2012:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/FFNA%20-%202012%20Financial%20Statements.PDF

FFNA’s audited financial statements and audit report thereon as of and for the financial year ended31st December 2011:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/Fiat%20Finance%20North%20America%20-%20Financial%20Statements%2012-31-11.pdf

(c) the audit report and audited annual financial statements (including a consolidated income statement,consolidated statement of comprehensive income, consolidated statement of financial position,consolidated statement of cash flows, consolidated statement of changes in equity and notes to theconsolidated financial statements) of the FFT Group, as well as audited annual statutory stand-alonefinancial statements of FFT, including the audit report thereon, as of and for the financial years ended31st December 2012 and 2011; and

FFT Group’s audited consolidated financial statements and audit report thereon as of and for thefinancial year ended 31st December 2012:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/FFT%20-%202012%20Consolidated%20Financial%20Statements.PDF


31


















FFT Group’s audited consolidated financial statements and audit report as of and for the financialyear ended 31st December 2011:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/Consolidated%20Annual%20Accounts%20FFT%2031-12-2011%20signed%20copy.pdf

FFT’s audited stand-alone financial statements and audit report thereon as of and for the financialyear ended 31st December 2012:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/FFT%20-%202012%20Stand-Alone%20Financial%20Statements.PDF

FFT’s audited stand-alone financial statements and audit report as of and for the financial year ended31st December 2011:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/financial_statements/FiatDocuments/Bilanci%20degli%20Emittenti/Annual%20Accounts%20FFT%2031-12-2011%20signed%20copy.pdf

(d) the audit report and audited annual financial statements (including a consolidated income statement,consolidated statement of comprehensive income, consolidated statement of financial position,consolidated statement of cash flows, statement of changes in consolidated equity, and notes to theconsolidated financial statements) of the Fiat Group, as well as audited annual statutory stand-alonefinancial statements of Fiat, including the audit report thereon, as of and for the financial years ended31st December 2012 and 2011. Fiat’s audited annual statutory stand-alone financial statements as ofand for the financial year ended 31st December 2012 were approved by Fiat’s board of directors on20th February 2013 and will be submitted for the approval of its shareholders at its ordinaryshareholders’ meeting, which has been called for 9th April 2013.

Fiat Group’s audited consolidated financial statements and audit report thereon as of and for thefinancial year ended 31st December 2012 (set out on pages 91 to 222 and 293 of the Annual Reportat 31st December 2012 of the Fiat Group available on Fiat’s website at the link below):

http://www.fiatspa.com/en-US/investor_relations/financial_reports/FiatDocuments/Bilanci/2012/FiatGroup_Annual_Report_2012_ENG.pdf

Fiat Group’s audited consolidated financial statements and audit report as of and for the financialyear ended 31st December 2011 (set out on pages 129 to 261 and 334 to 335 of the Annual Reportat 31st December 2011 of the Fiat Group available on Fiat’s website at the link below):

http://www.fiatspa.com/en-US/investor_relations/financial_reports/FiatDocuments/Bilanci/2011/Fiat_AnnualReport_2011_ENG.pdf

Fiat’s audited stand-alone financial statements and audit report thereon as of and for the financialyear ended 31st December 2012 (set out on pages 223 to 292 and 294 of the Annual Report at 31stDecember 2012 of the Fiat Group available on Fiat’s website at the link below):


Fiat’s audited stand-alone financial statements and audit report as of and for the financial year ended31st December 2011 (set out on pages 264 to 331 and 336 to 337 of the Annual Report at 31stDecember 2011 of the Fiat Group available on Fiat’s website at the link below):

32

DOCUMENTS INCORPORATED BY REFERENCE





















(e) the terms and conditions set out on pages 47 to 81 of the base prospectus dated 16th March 2012relating to the Programme under the heading “Terms and Conditions of the Notes” available on Fiat’swebsite at the link below:

http://www.fiatspa.com/it-IT/investor_relations/financial_reports/obbligazioni/FiatDocuments/Global%20Medium%20Term%20Note%20Programme/203622_1(Fiat_GMTN_Programme_2012_Update_Fina_Clean_March_16_2012).pdf

Non-incorporated parts of a document referred to in (a) to (e) above are either not relevant for aninvestor or are covered elsewhere in this Base Prospectus.

Each Issuer and the Guarantor will provide, without charge, to each person to whom a copy of theBase Prospectus has been delivered, upon the request of such person, a copy of any or all of thedocuments deemed to be incorporated herein by reference unless such documents have been modifiedor superseded. Requests for such documents should be directed to any Issuer or the Guarantor at itsaddress set out at the end of the Base Prospectus. The Base Prospectus is available on Fiat’s websiteat www.fiatspa.com. Copies of the documents incorporated by reference herein may be physicallyinspected at the offices of the Paying Agent in Ireland for the life of the Base Prospectus and will alsobe available on Fiat’s website at the links referred to above. Fiat’s website, as well as its content(except for the documents available at the links mentioned above to the extent incorporated byreference herein), do not form part of the Base Prospectus.

Each Issuer and the Guarantor will, in connection with the listing of the Notes on the Irish StockExchange, so long as any Notes remain outstanding and listed on such exchange, in the event of anysignificant new factor, material mistake or inaccuracy relating to information included in this BaseProspectus, prepare a supplement to the Base Prospectus in accordance with Article 16 of theProspectus Directive or publish a new Base Prospectus as may be required by the rules of the IrishStock Exchange for use in connection with any subsequent issue of the Notes to be listed on the IrishStock Exchange. Any statement contained in this Base Prospectus or in any information or in any ofthe documents incorporated by reference in, and forming part of, this Base Prospectus shall bemodified or superseded for the purpose of this Base Prospectus to the extent that a statementcontained in any document subsequently incorporated by reference modifies or supersedes suchstatement provided that such modifying or superseding statement is made by way of a supplement tothis Base Prospectus pursuant to Article 16 of the Prospectus Directive.

If the terms of the Programme are modified or amended in a manner that would make the BaseProspectus, as so modified or amended, inaccurate or misleading, a new base prospectus will beprepared.

33

DOCUMENTS INCORPORATED BY REFERENCE


www.fiatspa.com








Form of the NotesThe Notes of each Series will be in either bearer form (“Bearer Notes”), with or without interest coupons(“Coupons”) attached, or registered form (“Registered Notes”), without Coupons attached; provided,however, that FFNA may not issue Bearer Notes. Bearer Notes will be issued outside the United States inreliance on Regulation S under the Securities Act (“Regulation S”) and Registered Notes will be issued bothoutside the United States in reliance on the exemption from registration provided by Regulation S andwithin the United States in reliance on Rule 144A.

Bearer Notes

FFNA may not issue Bearer Notes.

Each Tranche of Bearer Notes will be initially issued in the form of either a temporary bearer global note(a “Temporary Bearer Global Note”) or a permanent bearer global note (a “Permanent Bearer GlobalNote” and, together with a Temporary Bearer Global Note, the “Bearer Global Notes” and each a “BearerGlobal Note”) as indicated in the applicable Final Terms, which, in either case, will be delivered on or priorto the original issue date of the Tranche to a common depositary (the “Common Depositary”) for EuroclearBank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) or, in respect ofBearer Global Notes representing CMU Notes, to a sub-custodian nominated by the HKMA as operator ofthe CMU Service. In the case of each Tranche of Bearer Notes, the applicable Final Terms will specifywhether United States Treasury Regulation §1.163-5(c)(2)(i)(C) (“TEFRA C”) or United States TreasuryRegulation §1.163-5(c)(2)(i)(D) (“TEFRA D”) are applicable in relation to the Notes or, if the Notes do nothave a maturity of more than one year, that neither TEFRA C nor TEFRA D are applicable. Whilst anyBearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) andany other amount payable in respect of the Note due prior to the Exchange Date (as defined below) will bemade against presentation of the Temporary Bearer Global Note only to the extent that a certification (in aform to be provided) to the effect that the beneficial owners of interests in such Bearer Note are not U.S.persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasuryregulations, has been received by (in the case of the Notes other than CMU Notes) Euroclear and/orClearstream or (in case of CMU Notes) the CMU Lodging and Paying Agent and (in the case of aTemporary Bearer Global Note delivered to the Common Depositary for Euroclear and Clearstream)Euroclear and/or Clearstream, as applicable, has given a like certification (based on the certifications it hasreceived) to the Principal Paying Agent.

On and after the date (the “Exchange Date”) which is, in respect of each Tranche in respect of which aTemporary Bearer Global Note is issued, 40 days after the Temporary Bearer Global Note is issued, interestsin such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as describedtherein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) definitive BearerNotes of the same Series with, where applicable, interest coupons and talons attached (as indicated in theapplicable Final Terms and in the case of definitive Bearer Notes, subject to such notice period as is specifiedin the applicable Final Terms). Such interests will only be exchangeable (i) in the case of Notes issued byFFC, against certification of non-Canadian residence, and (ii) in each case, against certification of beneficialownership as described above unless such certification has already been given, provided that purchasers inthe United States and certain U.S. persons will not be able to receive definitive Bearer Notes. The holder ofa Temporary Bearer Global Note will not be entitled to collect any payment of interest, principal or otheramount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary BearerGlobal Note for an interest in a Permanent Bearer Global Note or for definitive Bearer Notes is improperlywithheld or refused. The CMU Service may require that any such exchange for a Permanent Bearer GlobalNote is made in whole and not in part, and in such event no such exchange will be effected until all relevantaccount holders (as set out in a CMU Instrument Position Report (as defined in the rules of the CMUService) or any other relevant notification supplied to the CMU Lodging and Paying Agent by the CMUService) have so certified. The CMU Service may require the issue and deposit of such Permanent BearerGlobal Note with its sub-custodian without permitting the withdrawal of the Temporary Bearer GlobalNote so exchanged, although any interests exchanged thereon shall have been properly effected in itsrecords.

34


Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note issued inexchange for a Temporary Bearer Global Note, or issued pursuant to TEFRA C, will be made throughEuroclear and/or Clearstream against presentation or surrender (as the case may be) of the PermanentBearer Global Note without any requirement for certification.

In respect of a Bearer Global Note held through the CMU Service, payments of principal, interest (if any)or any other amounts will be made to the person(s) for whose account(s) interests in the relevant BearerGlobal Note are credited (as set out in a CMU Instrument Position Report or in any other relevantnotification supplied to the CMU Lodging and Paying Agent by the CMU Service) and, save in the case offinal payment, no presentation of the relevant Bearer Global Note shall be required for such purpose.

The applicable Final Terms will specify that a Permanent Bearer Global Note will be exchangeable (free ofcharge), in whole but not in part, for definitive Bearer Notes with, where applicable, interest coupons andtalons attached either (a) upon not less than 60 days’ written notice from Euroclear and/or Clearstream(acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) to thePrincipal Paying Agent as described therein and/or (in the case of CMU Notes) from the relevantaccountholders therein to the CMU Lodging and Paying Agent as described therein, or (b) only upon theoccurrence of an Exchange Event.

For these purposes, “Exchange Event” means that (i) an Event of Default (as defined in Condition 10) hasoccurred and is continuing, (ii) the relevant Issuer has been notified that both Euroclear and Clearstreamand, in the case of CMU Notes, the CMU Service have been closed for business for a continuous period of14 days (other than by reason of holiday, statutory or otherwise) or have announced an intentionpermanently to cease business or have in fact done so and no successor clearing system is available or (iii)the relevant Issuer has or will become subject to adverse tax consequences which would not be suffered werethe Notes represented by the Permanent Bearer Global Note in definitive form. The relevant Issuer willpromptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs. In theevent of the occurrence of an Exchange Event, Euroclear and/or Clearstream (acting on the instructions ofany holder of an interest in such Permanent Bearer Global Note) and/or (in the case of CMU Notes), therelevant accountholders therein, may give notice to the Principal Paying Agent or, as the case may be, theCMU Lodging and Paying Agent, requesting exchange and, in the event of the occurrence of an ExchangeEvent as described in (iii) above, the relevant Issuer may also give notice to the Principal Paying Agent or,as the case may be, the CMU Lodging and Paying Agent, requesting exchange. Any such exchange shalloccur not later than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agentor, as the case may be, the CMU Lodging and Paying Agent.

The following legend will appear on all Bearer Notes which have an original maturity of more than oneyear, and on all interest coupons relating to all such Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.”

The sections referred to provide that United States holders, with certain exceptions, will not be entitled todeduct any loss on Bearer Notes or Coupons and will not be entitled to capital gains treatment of any gainon any sale, disposition, redemption or payment of principal in respect of such Notes or Coupons.

Notes which are represented by a Bearer Global Note will only be transferable, and payment in respect ofthem will only be made, in accordance with the rules and procedures for the time being of Euroclear,Clearstream or the CMU Service, as the case may be.

Registered Notes

The Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be sold tonon-U.S. persons outside the United States, will initially be represented by a global note in registered form,without Coupons (a “Regulation S Global Note”), which will (i) be deposited with the Common Depositaryand registered in the name of a nominee of the Common Depositary for Euroclear and Clearstream or (ii)

35

FORM OF THE NOTES


be deposited with a sub-custodian for and registered in the name of the HKMA as operator of the CMUService, as specified in the applicable Final Terms.

Prior to expiry of the distribution compliance period (as defined in Regulation S) applicable to each suchTranche of Notes, beneficial interests in a Regulation S Global Note of such Tranche may not be offered orsold to, or for the account or benefit of, a U.S. person save as otherwise provided in Condition 2 and maynot be held otherwise than through Euroclear, Clearstream or the CMU Service and such Regulation SGlobal Note will bear a legend regarding such restrictions on transfer.

The Registered Notes of each Tranche may only be initially offered and sold in the United States or to U.S.persons in private transactions to “qualified institutional buyers” within the meaning of Rule 144A underthe Securities Act (“QIBs”). The Registered Notes of each Tranche sold to QIBs will be represented by aglobal note in registered form, without Coupons, (a “Rule 144A Global Note” and, together with aRegulation S Global Note, the “Registered Global Notes”) which will be deposited with a custodian for,and registered in the name of a nominee of, The Depository Trust Company (“DTC”).

Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the case maybe, under the circumstances described below, to receive physical delivery of definitive Notes in fullyregistered form.

Each Rule 144A Global Note will be subject to certain restrictions on transfer set forth therein and will beara legend regarding such restrictions.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in theabsence of any provision to the contrary, be made to the person shown on the Register (as defined inCondition 6(d)) as the registered holder of the Registered Global Notes. None of the Issuers, the Guarantor,any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the recordsrelating to or payments or deliveries made on account of beneficial ownership interests in the RegisteredGlobal Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownershipinterests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitive formwill, in the absence of any provision to the contrary, be made to the persons shown on the Register on therelevant Record Date (as defined in Condition 6(d)) immediately preceding the due date for payment in themanner provided in that Condition.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, fordefinitive Registered Notes without interest coupons or talons attached only upon the occurrence of anExchange Event. For these purposes, “Exchange Event” means that (i) an Event of Default has occurred andis continuing, (ii) DTC has notified the relevant Issuer that it is unwilling or unable to continue to act asdepositary for the Notes and no alternative clearing system is available, (iii) DTC has ceased to constitutea clearing agency registered under the Exchange Act or the relevant Issuer has been notified that bothEuroclear and Clearstream and, in the case of CMU Notes, the CMU Service have been closed for businessfor a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done so and, in any such case, nosuccessor clearing system is available or (iv) the relevant Issuer has or will become subject to adverse taxconsequences which would not be required were the Notes represented by the Registered Global Notes indefinitive form. The relevant Issuer will promptly give notice to Noteholders in accordance with Condition14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, (a) DTC, Euroclearand/or Clearstream, as the case may be (acting on the instructions of any holder of an interest in suchRegistered Global Note) may give notice to the Registrar or, (b) in the case of CMU Notes, the relevantaccountholders therein, may give notice to the CMU Lodging and Paying Agent, requesting exchange and,in the event of the occurrence of an Exchange Event as described in (iv) above, the relevant Issuer may alsogive notice to the Registrar or, as the case may be, the CMU Lodging and Paying Agent, requestingexchange. Any such exchange shall occur not later than 10 days after the date of receipt of the first relevantnotice by the Registrar or, as the case may be, the CMU Lodging and Paying Agent.

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FORM OF THE NOTES


Transfer of Interests

Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, betransferred to a person who wishes to hold such interest in another Registered Global Note. No beneficialowner of an interest in a Registered Global Note will be able to transfer such interest, except in accordancewith the applicable procedures of DTC, Euroclear, Clearstream or the CMU Service, in each case to theextent applicable. Registered Notes are also subject to the restrictions on transfer set forth therein and willbear a legend regarding such restrictions. See “Subscription and Sale, and Transfer and Selling Restrictions.”

General

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the PrincipalPaying Agent or, as the case may be, the CMU Lodging and Paying Agent shall arrange that, when a Trancheof Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes ofsuch further Tranche shall be assigned a common code and ISIN and, where applicable, a CMU instrumentnumber, a CUSIP and CINS number which are different from the common code, ISIN, CMU instrumentnumber, CUSIP and CINS assigned to Notes of any other Tranche of the same Series until at least the expiryof the distribution compliance period applicable to the Notes of such Tranche.

For so long as any of the Notes is represented by a Bearer Global Note or a Regulation S Global Note heldon behalf of Euroclear, Clearstream or the CMU Service each person (other than Euroclear, Clearstream orthe CMU Service) who is for the time being shown in the records of Euroclear, Clearstream or the CMUService, as applicable, as the holder of a particular nominal amount of such Notes (in which regard anycertificate or other document issued by Euroclear, Clearstream or the CMU Service, as applicable, as to thenominal amount of such Notes standing to the account of any person shall be conclusive and binding forall purposes save in the case of manifest error) shall be treated by the relevant Issuer, the Guarantor andtheir agents as the holder of such nominal amount of such Notes for all purposes other than with respectto the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearerof the relevant Bearer Global Note or the registered holder of the relevant Regulation S Global Note shallbe treated by the relevant Issuer, the Guarantor and their agents as the holder of such nominal amount ofsuch Notes in accordance with, and subject to the terms of, the relevant Global Note, and the expressions“Noteholder” and “holder of Notes” and related expressions shall be construed accordingly.

Notwithstanding the above, if a Note (whether in global or definitive form) is held through the CMUService, any payment that is made in respect of such Note shall be made at the direction of the bearer orthe registered holder to the person(s) for whose account(s) interests in such Note are credited as being heldthrough the CMU Service in accordance with prevailing CMU rules and procedures at the relevant time asnotified to the CMU Lodging and Paying Agent by the CMU Service in a relevant CMU Instrument PositionReport or any other relevant notification by the CMU Service (which notification, in either case, shall beconclusive evidence of the records of the CMU Service as to the identity of any accountholder and theprincipal amount of any Note credited to its account, save in the case of manifest error) and such paymentsshall discharge the obligation of the relevant Issuer in respect of that payment under such Note.

So long as DTC or its nominee is the registered owner or holder of a Rule 144A Global Note, DTC or suchnominee, as the case may be, will be considered the sole owner or holder of the Notes represented by suchRule 144A Global Note for all purposes under the Agency Agreement and such Notes except to the extentthat in accordance with DTC’s published rules and procedures any ownership rights may be exercised by itsparticipants or beneficial owners through participants.

Any reference herein to Euroclear and/or Clearstream and/or DTC and/or the CMU Service shall, wheneverthe context so permits, be deemed to include a reference to any additional or alternative clearing systemspecified in the applicable Final Terms.

A Note may be accelerated automatically by the holder thereof in certain circumstances described inCondition 10. In such circumstances, if any Note is still represented by a Global Note and the Global Note(or any part thereof) has become due and repayable in accordance with the Terms and Conditions of suchNotes and payment in full of the amount due has not been made in accordance with the provisions of the

37

FORM OF THE NOTES


Global Note then, unless within the period of seven days commencing on the relevant due date, payment infull of the amount due in respect of the Global Note, is received by the bearer or the registered holder, asthe case may be, in accordance with the provisions of the Global Note, holders of interests in such GlobalNote credited to their accounts with Euroclear and/or Clearstream and/or DTC and/or the CMU Service, asthe case may be, will become entitled to proceed directly against the relevant Issuer on the basis ofstatements of account provided by Euroclear, Clearstream, DTC and/or the CMU Service on and subject tothe terms of a deed of covenant (the “Deed of Covenant”) dated on or about 19th March 2013 and executedby the Issuers. In addition, holders of interests in such Global Note credited to their accounts with DTCmay require DTC to deliver definitive Notes in registered form in exchange for their interest in such GlobalNote in accordance with DTC’s standard operating procedures.

38

FORM OF THE NOTES


Applicable Final TermsSet out below is the form of Final Terms which will be completed for each Tranche of Notes issued underthe Programme. Text in this section appearing in italics does not form part of the form of the Final Termsbut denotes directions for completing the Final Terms.

[Date]

[FIAT S.p.A./FIAT FINANCE AND TRADE LTD. société anonyme/

FIAT FINANCE CANADA LTD./FIAT FINANCE NORTH AMERICA, INC.]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes][Guaranteed by Fiat S.p.A.]under the €15,000,000,000

Global Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in theBase Prospectus dated [current date] [and the supplement[s] dated [ ] (together, the “Base Prospectus”)which together constitute] [which constitutes] a base prospectus for the purposes of Directive 2003/71/EC,as amended (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes describedherein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with suchBase Prospectus. Full information on the Issuer [and the Guarantor] and the offer of the Notes is onlyavailable on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectusis available for viewing at www.fiatspa.com and copies may be obtained from the Issuer [and theGuarantor] at [its/their] respective registered office[s]. The Guarantor’s website, as well as its content(except for any documents available at the links referred to in the Base Prospectus to the extent incorporatedby reference therein) do not form part of the Base Prospectus or of these Final Terms.

[The following alternative language applies if the first tranche of an issue which is being increased wasissued under a Base Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the Base Prospectus dated [original date] which are incorporated by reference inthe Base Prospectus dated [current date]. This document constitutes the Final Terms of the Notes describedherein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the “Prospectus Directive”) andmust be read in conjunction with the Base Prospectus dated [current date] [and the supplement[s] dated [ ](together, the “Base Prospectus”) which together constitute] [which constitutes] a base prospectus for thepurposes of the Prospectus Directive, including the Conditions incorporated by reference in the BaseProspectus. Full information on the Issuer [and the Guarantor] and the offer of the Notes is only availableon the basis of the combination of these Final Terms and the Base Prospectus, including the Conditionsincorporated by reference in the Base Prospectus. The Base Prospectus is available for viewing atwww.fiatspa.com and copies may be obtained from the Issuer [and the Guarantor] at [its/their] respectiveregistered office[s]. The Guarantor’s website, as well as its content (except for any documents available atthe links referred to in the Base Prospectus to the extent incorporated by reference therein) do not form partof the Base Prospectus or of these Final Terms.]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numberingshould remain as set out below, even if “Not Applicable” is indicated for individual paragraphs orsubparagraphs. Italics denote directions for completing the Final Terms.]

[If the Notes must be redeemed before the first anniversary of their date of issue, the minimumdenomination may need to be £100,000 or its equivalent in any other currency.]


39

1. (i) Issuer: [Fiat S.p.A./Fiat Finance and Trade Ltd. sociétéanonyme/Fiat Finance Canada Ltd./Fiat Finance NorthAmerica, Inc.]

(ii) Guarantor: [Fiat S.p.A./Not Applicable]

2. (i) Series Number: [ ]

(ii) Tranche Number: [ ]

(iii) [The Notes will be consolidated and form a single Serieswith [identify earlier Tranches] on [the IssueDate/exchange of the Temporary Global Note forinterests in the Permanent Global Note, as referred to inparagraph 23 below, which is expected to occur on orabout [date]]]/[Not Applicable]

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

(i) Series: [ ]

(ii) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plusaccrued Interest from [insert date] (if applicable)]

6. (i) Specified Denominations: [ ]

(In the case of Registered Notes, this means the minimumintegral amount in which transfers can be made)]

(Notes must have a minimum denomination of €100,000or equivalent. Where multiple denominations above[€100,000] or equivalent are being used the followingsample wording should be followed:

“[€100,000] and integral multiples of [€1,000] in excessthereof up to and including [€199,000]. No Notes indefinitive form will be issued with a denomination above[€199,000].”)

(N.B. If an issue of Notes is (i) NOT admitted to tradingon a European Economic Area exchange; and (ii) onlyoffered in the European Economic Area in circumstanceswhere a prospectus is not required to be published underthe Prospectus Directive, the €100,000 minimumdenomination is not required)

(ii) [ ] (If only one Specified Denomination, insert theSpecified Denomination.

If more than one Specified Denomination, insert thehighest common factor. Note: There must be a commonfactor in the case of two or more SpecifiedDenominations.)

7. (i) Issue Date: [ ]

(ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable]

Calculation Amount:(Applicable to Notes indefinitive form.)

Date on which the Notes willbe consolidated and form asingle Series:

40

APPLICABLE FINAL TERMS


(N.B. An Interest Commencement Date will not berelevant for certain Notes, for example Zero CouponNotes.)

8. Maturity Date: [Fixed rate – specify date/Floating rate – Interest PaymentDate falling in or nearest to [specify month]]

(N.B. for certain Fixed Rate Notes, including Notesdenominated in Renminbi, where the Interest PaymentDates are subject to modification it will be necessary touse the second option.)

9. Interest Basis: [[ ]per cent. Fixed Rate][[ ]-month [LIBOR/EURIBOR] +/- [ ] per cent.Floating Rate][Zero Coupon](see paragraph[s] [16], [17], [18] below)

10. Redemption/Payment Basis: Subject to any purchase and cancellation or earlyredemption, the Notes will be redeemed on the MaturityDate at 100 per cent. of their nominal amount.

11. Change of Interest Basis: [For the period from (and including) the InterestCommencement Date, up to (but excluding) [date],paragraph [16/17] applies, and for the period from (andincluding) [date], up to (and including) the MaturityDate, paragraph [16/17] applies / Not Applicable]

12. Alternative Currency Equivalent: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs.Where Notes are denominated in Renminbi, it isexpected that this paragraph will be marked“Applicable”. If so, the sub-paragraphs below should becompleted.)

(i) Alternative Currency: [ ]

(ii) [ ]

(iii) Rate Calculation Jurisdiction: [ ]

(N.B. This shall be Eurozone where the SpecifiedCurrency is Euro or Hong Kong where the SpecifiedCurrency is Renminbi)

(iv) Rate Calculation Business Days: [ ]

(N.B. This shall be “two” where the Specified Currencyis Renminbi)

[(v) RMB Spot Rate: [[ ]/Not Applicable] [Include an RMB Spot Rate onlywhere the Notes are denominated in Renminbi and thedefault RMB Spot Rate is not applicable]

[(vi) Spot Rate Screen Page: [ ] [Delete where the Notes are denominated inRenminbi and sub-paragraphs (v) is marked “NotApplicable”]

Alternative CurrencyCalculation Agent:

41



[(vii) Non-deliverable Spot Rate Screen Page: [ ] [Delete where the Notes are denominated inRenminbi and sub-paragraphs (v) is marked “NotApplicable”]

[(viii) Spot Rate Calculation Time: [ ] [Delete where the Notes are denominated inRenminbi and sub-paragraphs (v) is marked “NotApplicable”]

13. Put/Call Options: [Investor Put][Issuer Call](see paragraph[s] [19] and [20] specified below)

14. [ ] [and [ ] respectively]

(N.B. Only relevant where board (or similar)authorisation is required for the particular tranche ofNotes or related Guarantee)

15. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs ofthis paragraph)

(i) Rate[(s)] of Interest: [ ] per cent. per annum [payable [annually/semi-annually/quarterly/monthly] in arrear]

(ii) Interest Payment Date(s): [ ] in each year up to and including the MaturityDate/[specify other]

(N.B. This will need to be amended in the case of long orshort coupons)

(N.B. For certain Renminbi denominated Fixed RateNotes, the Interest Payment Dates are subject tomodification and the following words should be added:

“provided that if any Interest Payment Date falls on aday which is not a Business Day, the Interest PaymentDate will be the next succeeding Business Day unless itwould thereby fall in the next calendar month in whichevent the Interest Payment Date shall be broughtforward to the immediately preceding Business Day. Forthese purposes, “Business Day” means a day, other thana Saturday or a Sunday on which commercial banks andforeign exchange markets settle payments and are openfor general business (including dealing in foreignexchange and currency deposits) in Hong Kong and[ ].”)

(iii) [ ] per Calculation Amount

(N.B. For Renminbi denominated Fixed Rate Noteswhere the Interest Payment Dates are subject tomodification the following alternative wording isappropriate:

Fixed Coupon Amount(s):(Applicable to Notes indefinitive form)

[Date [board of directors’]approval for issuance of Notes[and Guarantee] obtained]

42



“Each Fixed Coupon Amount shall be calculated bymultiplying the product of the Rate of Interest and theCalculation Amount by the Day Count Fraction androunding the resultant figure to the nearest CNY0.01,CNY0.005 being rounded upwards in the case ofRenminbi denominated Fixed Rate Notes.”)

(iv) [ ] per Calculation Amount payable on the InterestPayment Date falling [in/on] [ ] / [Not Applicable]

(v) Day Count Fraction: [30/360 / Actual/Actual (ICMA) / [for Renminbidenominated Fixed Rate Notes - Actual/365(Fixed)]]

(vi) Determination Date(s): [ ] in each year / [Not Applicable]

[Insert interest payment dates, ignoring issue date ormaturity date in the case of a long or short first or lastcoupon.] (N.B. This will need to be amended in the caseof regular interest payment dates which are not of equalduration.)

(N.B. Only relevant where Fixed Day Count Fraction isActual/Actual (ICMA))]

17. Floating Rate Note Provisions [Applicable/Not Applicable]


(i) [ ]

(ii) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/ Preceding Business Day Convention]

(iii) Additional Business Centre(s): [ ]

(iv) [Screen Rate Determination/ISDA Determination]

(v) [ ]

(vi) Screen Rate Determination:

– Reference Rate: [ ]-month [LIBOR/EURIBOR]

– Interest Determination Date(s): [ ]

(Second London business day prior to the start of eachInterest Period if LIBOR (other than Sterling or euroLIBOR), first day of each Interest Period if SterlingLIBOR and the second day on which the TARGET2System is open prior to the start of each Interest Period ifEURIBOR or euro LIBOR)

Party responsible for calculatingthe Rate of Interest and InterestAmount (if not the Agent):

Manner in which the Rate ofInterest and Interest Amount isto be determined:

Specified Period(s)/SpecifiedInterest Payment Dates:

Broken Amount(s):(Applicable to Notes indefinitive form)

43



– Relevant Screen Page: [ ]

(In the case of EURIBOR, if not Reuters EURIBOR01ensure it is a page which shows a composite rate oramend the fallback provisions appropriately)

(vii) ISDA Determination:

– Floating Rate Option: [ ]

– Designated Maturity: [ ]

– Reset Date: [ ]

(N.B. The first day of the Interest Period)

(viii) Margin(s): [+/-] [ ] per cent. per annum

(ix) Minimum Rate of Interest: [ ] per cent. per annum

(x) Maximum Rate of Interest: [ ] per cent. per annum

(xi) Day Count Fraction: [Actual/365 or Actual/ActualActual/365 (Fixed)Actual/365 (Sterling)Actual/36030/360, 360/360 or Bond Basis30E/360 or Eurobond Basis]

18. Zero Coupon Note Provisions: [Applicable/Not Applicable]


(i) Accrual Yield: [ ] per cent. per annum

(ii) Reference Price: [ ]

(iii) [30/360][Actual/360][Actual/365]

PROVISIONS RELATING TO REDEMPTION

19. Issuer Call: [Applicable/Not Applicable]


(i) Optional Redemption Date(s): [ ]

(ii) [As set out in Condition 7(c)/[ ] per CalculationAmount]

(iii) If redeemable in part:

(a) [ ] per Calculation AmountMinimum RedemptionAmount:

Optional Redemption Amountand method, if any, ofcalculation of such amount(s):

Day Count Fraction in relationto Early Redemption Amountsand late payment in accordancewith Conditions 7(e)(iii) and (h):

44



(b) [ ] per Calculation Amount

20. Investor Put: [Applicable/Not Applicable]


(i) Optional Redemption Date(s): [ ]

(ii) Optional Redemption Amount(s): [ ] per Calculation Amount

21. Final Redemption Amount: [ ] per Calculation Amount

22. [ ] per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. Form of Notes: [Bearer Notes*:

[TEFRA D:

Temporary Bearer Global Note exchangeable for aPermanent Bearer Global Note which is exchangeable fordefinitive Notes [on 60 days’ notice given at anytime/only upon an Exchange Event].

[Temporary Bearer Global Note exchangeable fordefinitive Notes on and after the Exchange Date.]]

[TEFRA C:

[Permanent Bearer Global Note exchangeable fordefinitive Notes [on 60 days’ notice given at anytime/only upon an Exchange Event]]**]

(Ensure that this is consistent with the wording in the“Form of the Notes” section in the Base Prospectus andthe Notes themselves. N.B. The exchange upon notice/atany time options should not be expressed to be applicableif the Specified Denomination of the Notes in paragraph6 includes language substantially to the following effect:“[€100,000] and integral multiples of [€1,000] in excessthereof up to and including [€199,000].” Furthermore,such Specified Denomination construction is notpermitted in relation to any issue of Notes which is to berepresented on issue by a Temporary Bearer Global Noteexchangeable for definitive Notes)

[Registered Notes:

[Regulation S Global Note ([U.S.$/[ ]] [ ] nominalamount) [registered in the name of a nominee of acommon depositary for Euroclear Bank S.A./N.V. andClearstream Banking, société anonyme/ registered in the

Early Redemption Amount of each notepayable on redemption for taxationreasons or on event of default:

Maximum RedemptionAmount:

45



* Not applicable where FFNA is the Issuer.

** Not applicable where FFC is the Issuer.

name of the Hong Kong Monetary Authority as operatorof the Central Moneymarkets Unit Service]]

[Rule 144A Global Note ([U.S.$/[ ]] [ ] nominalamount) (specify nominal amounts)]]

24. Additional Financial Centre(s): [Not Applicable/[give details]]

(Note that this item relates to the place of payment andnot Interest Period end dates to which item 17(iii) relates)

25. [Yes, as the Notes have more than 27 coupon payments,Talons may be required if, on exchange into definitiveform, more than 27 coupon payments are still to bemade. The Talon will mature on the Specified InterestPayment Date falling on [month] [year] (insert the [25th]Specified Interest Payment Date)/No.]

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required for issue and admission to trading on the regulatedmarket of the Irish Stock Exchange of the Notes described herein pursuant to the €15,000,000,000 GlobalMedium Term Note Programme of Fiat Finance and Trade Ltd. société anonyme, Fiat Finance Canada Ltd.and Fiat Finance North America, Inc. as Issuers and Fiat S.p.A. as Issuer and Guarantor.

RESPONSIBILITY

The Issuer [and the Guarantor] accept[s] responsibility for the information contained in these Final Terms.[[Relevant third party information] has been extracted from [ ]. [Each of the] [The] Issuer [and theGuarantor] confirm[s] that such information has been accurately reproduced and that, so far as it is awareand is able to ascertain from information published by [ ], no facts have been omitted which wouldrender the reproduced information inaccurate or misleading.]

Signed on behalf of the Issuer: [Signed on behalf of the Guarantor:

By: ............................................................. By: .............................................................Duly authorised Duly authorised]

Talons for future Coupons to beattached to definitive BearerNotes (and dates on which suchTalons mature):

46



PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: [Irish Stock Exchange Ltd./(specify)/None]

(ii) Admission to trading: [Application [has been]/[will be] made [to the Irish StockExchange/(specify)] for the Notes to be admitted [to theOfficial List/ (specify) and trading on [its regulatedmarket/(specify)] on [ ] with effect from [ ].]

[Not Applicable.]

(iii) [ ]

2. RATINGS

Ratings: [The Notes to be issued [have been]/[are expected tobe]/[have not been] rated[:][.]

[S&P: [ ]][Moody’s [ ]][Fitch [ ]][[Other]: [ ]]

[[EU established/registered CRA] is established in theEuropean Union and is registered under Regulation (EC)No. 1060/2009/EC, as amended (the “CRARegulation”), and is included in the list of registeredcredit ratings agencies published on the website of theEuropean Securities and Markets Authority (“ESMA”) inaccordance with the CRA Regulation. The ESMA’swebsite and its content do not form part of the BaseProspectus or of these Final Terms.]

[[Non-EU registered/established CRA] is not establishedin the European Union and has not applied forregistration under the CRA Regulation.

In general, and subject to certain exceptions, Europeanregulated investors are restricted from using a creditrating for regulatory purposes if such credit rating is notissued by a credit rating agency established in theEuropean Union and registered under the CRARegulation.

Subject to the fulfilment of the conditions set out inArticle 4(3) of the CRA Regulation, a credit ratingagency established in the European Union and registeredin accordance with the CRA Regulation (an “EU CRA”)may endorse (for regulatory purposes in the EuropeanUnion) credit ratings issued outside the European Unionwhere (i) the credit rating activities resulting in theissuing of the credit rating are undertaken in whole or inpart by a credit rating agency or credit rating agenciesbelonging to the same group (a “non-EU CRA”); and (ii)the EU CRA has verified and is able to demonstrate on an

Estimate of total expenses relatedto admission to trading:

47



ongoing basis to ESMA that the conduct of the creditrating activities by the non-EU CRA resulting in theissuing of the credit rating to be endorsed fulfilsrequirements which are “at least as stringent as” therequirements of the CRA Regulation.

[On [date of decision], ESMA announced that itconsiders the regulatory framework for credit ratingagencies established in [country of non-EUregistered/established CRA] to be “as stringent as” therequirements of the CRA Regulation. [EU-established/registered affiliate of non-EUregistered/established CRA] currently endorses creditratings issued by [non-EU registered/established CRA]for regulatory purposes in the European Union. [EU-established/registered affiliate of non-EUregistered/established CRA] has been registered under theCRA Regulation and appears on the list of registeredcredit rating agencies on ESMA’s website. The ESMA’swebsite and its content do not form part of the BaseProspectus or of these Final Terms. There can be noassurance that [EU-established/registered affiliate of non-EU registered/established CRA] will continue to endorsecredit ratings issued by [non-EU registered/establishedCRA].]]

(The above disclosure should reflect the rating allocatedto Notes of the type being issued under the Programmegenerally or, where the issue has been specifically rated,that rating.)

3. NOTIFICATION

[The [name of competent authority in home member state] [has been requested to provide/hasprovided – include first alternative for an issue which is contemporaneous with the establishment orupdate of the Programme and the second alternative for subsequent issues] the [names of competentauthorities of host member states] with a certificate of approval attesting that the Base Prospectus hasbeen drawn up in accordance with the provisions of the Prospectus Directive and CommissionRegulation (EC) No. 809/2004.]

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Need to include a description of any interest, including a conflicting interest, that is material to theissue, detailing the persons involved and the nature of the interest. May be satisfied by the inclusionof the following statement:

“Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involvedin the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and theiraffiliates have engaged, and may in the future engage, in investment banking and/or commercialbanking transactions with, and may perform other services for, the Issuer [and the Guarantor] and[its/their] affiliates in the ordinary course of business.” [Amend as appropriate if there are otherinterests]]

[(When adding any other description, consideration should be given as to whether such mattersdescribed constitute “significant new factors” and consequently trigger the need for a supplement tothe Base Prospectus under Article 16 of the Prospectus Directive.)]

48



5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on the basis ofthe Issue Price. It is not an indication of future yield.

6. DISTRIBUTION

(i) If syndicated, name of Managers: [Not Applicable/give names]

(ii) Stabilising Manager(s) (if any): [Not Applicable/give name(s)]

(iii) [Not Applicable/give name]

(iv) U.S. selling restrictions: [Reg. S Compliance Category:]

[TEFRA D/TEFRA C/TEFRA not applicable]

[[Not] Rule 144A Eligible]

7. OPERATIONAL INFORMATION

(i) ISIN Code: [ ]

(ii) Common Code: [ ]

(iii) CUSIP: [Not Applicable/[ ]]

(iv) CINS: [Not Applicable/[ ]]

(v) CMU Instrument Number: [Not Applicable/[ ]]

(vi) [DTC/Not Applicable/give name(s), address(es) andnumber(s)]

[The Notes will be cleared through the CentralMoneymarkets Unit Service.]

(vii) Delivery: Delivery [against/free of] payment

(viii) [give name(s) and address(es)]

(ix) [Not Applicable/give name(s) and address(es)]

(x) Name and address of Registrar: [Not Applicable/give name and address]

Names and addresses ofadditional Paying Agent(s), ifany:

Names and addresses of PayingAgent(s):

Any clearing system(s) other thanEuroclear Bank S.A./N.V. andClearstream Banking, sociétéanonyme and the relevantidentification number(s):

If non-syndicated, name ofrelevant Dealer:

49



Terms and Conditions of the NotesThe following are the Terms and Conditions of the Notes which will be incorporated by reference into eachGlobal Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevantstock exchange (if any) and agreed by the relevant Issuer, the Guarantor (in case of Guaranteed Notes) andthe relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will haveendorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation toany Tranche of Notes shall complete the following Terms and Conditions for the purpose of such Notes.The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, eachGlobal Note and definitive Note. Reference should be made to “Applicable Final Terms” for a descriptionof the content of the Final Terms which will specify which of such terms are to apply in relation to therelevant Notes.

This Note is one of a Series (as defined below) of Notes issued pursuant to the Agency Agreement (asdefined below). References herein to the “Issuer” shall be references to the party specified as such in theapplicable Final Terms (as defined below).

References herein to the “Notes” shall be references to the Notes of this Series and shall mean:

(i) in relation to any Notes represented by a global Note (a “Global Note”), units of each SpecifiedDenomination in the Specified Currency;

(ii) any Global Note;

(iii) any definitive Notes in bearer form (“Bearer Notes”) issued in exchange for a Global Note in bearerform; and

(iv) any definitive Notes in registered form (“Registered Notes”) (whether or not issued in exchange fora Global Note in registered form).

The Notes and the Coupons (as defined below) have the benefit of an Amended and Restated AgencyAgreement (such Amended and Restated Agency Agreement as amended and/or supplemented and/orrestated from time to time, the “Agency Agreement”) dated on or about 19th March 2013 and madebetween (inter alia) the Issuers, Fiat S.p.A. in its capacity as Guarantor (as defined below), Citibank, N.A.,London office, as issuing and principal paying agent and agent bank (the “Principal Paying Agent”, whichexpression shall include any successor principal paying agent) and as exchange agent (the “ExchangeAgent”, which expression shall include any successor exchange agent), and Citicorp International Limitedas lodging and paying agent with respect to the CMU Notes (the “CMU Lodging and Paying Agent”, whichexpression shall include any successor lodging and paying agent) and the other paying agents named therein(together with the Principal Paying Agent and the CMU Lodging and Paying Agent, the “Paying Agents”,which expression shall include any additional or successor paying agents), Citigroup Global MarketsDeutschland AG, as registrar (the “Registrar”, which expression shall include any successor or alternativeregistrar) and as transfer agent and the other transfer agents named therein (together with the Registrar, the“Transfer Agents”, which expression shall include any additional or successor transfer agents).

For the purposes of these Terms and Conditions (the “Conditions”), all references to the Principal PayingAgent shall, with respect to a Series of Notes to be held in the CMU Service (as defined below), be deemedto be a reference to the CMU Lodging and Paying Agent (other than in relation to the determination ofinterest and other amounts payable in respect of the Notes) and all such references shall be construedaccordingly.

Interest bearing definitive Bearer Notes have interest coupons (“Coupons”) and, in the case of Bearer Noteswhich, when issued in definitive form, have more than 27 interest payments remaining, talons for furtherCoupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless thecontext otherwise requires, be deemed to include a reference to Talons or talons. Registered Notes andGlobal Notes do not have Coupons or Talons attached on issue.


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The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Termsattached to or endorsed on this Note and complete these Conditions and, in the case of a Note which isneither admitted to trading on a regulated market in the European Economic Area nor offered in theEuropean Economic Area in circumstances where a prospectus is required to be published under theProspectus Directive, may specify other terms and conditions which shall, to the extent so specified or tothe extent inconsistent with these Conditions, replace or modify these Conditions for the purpose of thisNote. References to the “applicable Final Terms” are, unless otherwise stated, to Part A of the Final Terms(or the relevant provisions thereof) attached to or endorsed on this Note.

The payment of all amounts in respect of Notes issued by Fiat Finance and Trade Ltd. société anonyme, FiatFinance Canada Ltd. and Fiat Finance North America, Inc. (the “Guaranteed Notes”) shall beunconditionally and irrevocably guaranteed by Fiat S.p.A. (in such capacity, the “Guarantor”) pursuant toa guarantee (such guarantee as modified and/or supplemented and/or restated from time to time, the“Guarantee”) dated on or about 19th March 2013 executed by the Guarantor. Under the Guarantee, FiatS.p.A. has guaranteed the due and punctual payment of all amounts due under such Guaranteed Notes.

The original of the Guarantee is held by the Principal Paying Agent on behalf of the Noteholders and theCouponholders, in each case of the Guaranteed Notes, at its specified office. References herein to theGuarantor shall only be relevant where the Issuer is one of Fiat Finance and Trade Ltd. société anonyme,Fiat Finance Canada Ltd. or Fiat Finance North America, Inc.

Any reference to “Noteholders” or “holders” in relation to any Notes shall mean (in the case of BearerNotes) the holders of the Notes and (in the case of Registered Notes) the persons in whose name the Notesare registered and shall, in relation to any Notes represented by a Global Note, be construed as providedbelow.

Any reference herein to “Couponholders” shall mean the holders of the Coupons and shall, unless thecontext otherwise requires, include the holders of the Talons.

As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and“Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i)expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing)except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

The Noteholders and the Couponholders are entitled to the benefit of the deed of covenant (such deed ofcovenant as modified and/or supplemented and/or restated from time to time, the “Deed of Covenant”)dated on or about 19th March 2013 and made (inter alia) by the Issuer. The original of the Deed ofCovenant is held by the Common Depositary for Euroclear (as defined below) and Clearstream (as definedbelow).

Copies of the Agency Agreement, the Guarantee, a deed poll (such deed poll as modified and/orsupplemented and/or restated from time to time, the “Deed Poll”) dated on or about 19th March 2013 andmade (inter alia) by the Issuer and the Guarantor (where applicable) and the Deed of Covenant are availablefor inspection during normal business hours at the specified office of each of the Principal Paying Agent, theRegistrar, the CMU Lodging and Paying Agent and the other Paying Agents and Transfer Agents (suchagents and the Registrar being together referred to as the “Agents”). Copies of the applicable Final Termsare obtainable during normal business hours at the specified office of each of the Agents save that, if thisNote is an unlisted Note of any Series, the applicable Final Terms will only be obtainable by a Noteholderholding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactoryto the Issuer and the relevant Agent as to its holding of such Notes and identity. The Noteholders and theCouponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of theAgency Agreement, the Guarantee (where applicable), the Deed Poll, the Deed of Covenant and theapplicable Final Terms which are applicable to them. The statements in these Conditions include summariesof, and are subject to, the detailed provisions of the Agency Agreement.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall havethe same meanings where used in these Conditions unless the context otherwise requires or unless otherwise

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TERMS AND CONDITIONS OF THE NOTES


stated; provided that, in the event of inconsistency between the Agency Agreement and the applicable FinalTerms, the applicable Final Terms will prevail.

In these Conditions, “euro” means the currency introduced at the start of the third stage of EuropeanEconomic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, asamended.

1. FORM, DENOMINATION AND TITLE

The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the caseof definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notesof one Specified Denomination may not be exchanged for Notes of another Specified Denomination andBearer Notes may not be exchanged for Registered Notes and vice versa.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of anyof the foregoing, depending upon the Interest Basis specified in the applicable Final Terms.

Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in whichcase references to Coupons and Couponholders in these Conditions are not applicable.

Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery and title to theRegistered Notes will pass upon registration of transfers in accordance with the provisions of the AgencyAgreement. The Issuer, the Guarantor (where applicable) and any Agent will (except as otherwise requiredby law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any RegisteredNote as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownershipor writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of anyGlobal Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Bearer Global Note or a Regulation S Global Note (asdefined in Condition 2) held on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and/or ClearstreamBanking, société anonyme (“Clearstream”), and/or the Hong Kong Monetary Authority (“HKMA”) asoperator of the Central Moneymarkets Unit Service (the “CMU Service” or “CMU”), each person (otherthan Euroclear, Clearstream, or the CMU Service) who is for the time being shown in the records ofEuroclear, of Clearstream or of the CMU Service as the holder of a particular nominal amount of such Notes(in which regard any certificate or other document issued by Euroclear, Clearstream or the CMU Service asto the nominal amount of such Notes standing to the account of any person shall be conclusive and bindingfor all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor (whereapplicable) and the Agents as the holder of such nominal amount of such Notes for all purposes other thanwith respect to the payment of principal or interest on such nominal amount of such Notes, for whichpurpose the bearer of the relevant Bearer Global Note or, as the case may be, the registered holder of therelevant Regulation S Global Note shall be treated by the Issuer, the Guarantor (where applicable) and anyAgent as the holder of such nominal amount of such Notes in accordance with and subject to the terms ofthe relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressionsshall be construed accordingly. Payment in respect of Notes represented by a Global Note will only be made,in accordance with the rules and procedures for the time being of DTC (as defined below), Euroclear,Clearstream or the CMU Service, as the case may be.

Notwithstanding the above, if a Note (whether in global or definitive form) is held through the CMUService, any payment that is made in respect of such Note shall be made at the direction of the bearer orthe registered holder to the person(s) for whose account(s) interests in such Note are credited as being heldthrough the CMU Service in accordance with prevailing CMU rules and procedures at the relevant time asnotified to the CMU Lodging and Paying Agent by the CMU Service in a relevant “CMU InstrumentPosition Report” (as defined in the rules of the CMU Service) or any other relevant notification by the CMUService (which notification, in either case, shall be conclusive evidence of the records of the CMU Service asto the identity of any accountholder and the principal amount of any Note credited to its account, save inthe case of manifest error) and such payments shall discharge the obligation of the relevant Issuer in respectof that payment under such Note.

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For so long as The Depositary Trust Company (“DTC”) or its nominee is the registered owner or holder ofa Rule 144A Global Note (as defined in Condition 2), DTC or such nominee, as the case may be, will beconsidered the sole owner or holder of the Notes represented by such Rule 144A Global Note for allpurposes under the Agency Agreement and the Notes except to the extent that in accordance with DTC’spublished rules and procedures any ownership rights may be exercised by its participants or beneficialowners through participants.

Notes which are represented by a Global Note will be transferable only in accordance with the rules andprocedures for the time being of DTC, Euroclear, Clearstream or the CMU Service, as the case may be.References to DTC, Euroclear, Clearstream and/or the CMU Service shall, whenever the context so permits,be deemed to include a reference to any additional or alternative clearing system specified in Part B of theapplicable Final Terms.

Fiat Finance North America, Inc. may not issue Bearer Notes.

2. TRANSFERS OF REGISTERED NOTES

(a) Transfers of interests in Registered Global Notes: Transfers of beneficial interests in Registered GlobalNotes will be effected by DTC, Euroclear, Clearstream or the CMU Service, as the case may be, and,in turn, by other participants and, if appropriate, indirect participants in such clearing systems actingon behalf of beneficial transferors and transferees of such interests. A beneficial interest in aRegistered Global Note will, subject to compliance with all applicable legal and regulatoryrestrictions, be exchangeable for Notes in definitive form or for a beneficial interest in anotherRegistered Global Note only in the authorised denominations set out in the applicable Final Termsand only in accordance with the rules and operating procedures for the time being of DTC, Euroclear,Clearstream, or the CMU Service, as the case may be, and in accordance with the terms andconditions specified in the Agency Agreement.

(b) Transfers of Registered Notes in definitive form: Subject as provided in paragraphs (e), (f) and (g)below, upon the terms and subject to the conditions set forth in the Agency Agreement, a RegisteredNote in definitive form may be transferred in whole or in part (in the authorised denominations setout in the applicable Final Terms). In order to effect any such transfer (i) the holder or holders must(a) surrender the Registered Note for registration of the transfer of the Registered Note (or therelevant part of the Registered Note) at the specified office of the Registrar or any Transfer Agent,with the form of transfer thereon duly executed by the holder or holders thereof or his or theirattorney or attorneys duly authorised in writing and (b) complete and deposit such other certificationsas may be required by the Registrar or, as the case may be, the relevant Transfer Agent and (ii) theRegistrar or, as the case may be, the relevant Transfer Agent must, after due and careful enquiry, besatisfied with the documents of title and the identity of the person making the request.

Any such transfer will be subject to such reasonable regulations as the Issuer and the Registrar mayfrom time to time prescribe (such initial regulations being set out in Schedule 9 to the AgencyAgreement). Subject as provided above, the Registrar or, as the case may be, the relevant TransferAgent will, within three business days (being for this purpose a day on which banks are open forbusiness in the city where the specified office of the Registrar or, as the case may be, the relevantTransfer Agent is located) of the request (or such longer period as may be required to comply withany applicable fiscal or other laws or regulations) authenticate and deliver, or procure theauthentication and delivery of, at its specified office to the transferee or (at the risk of the transferee)send by uninsured mail to such address as the transferee may request, a new Registered Note indefinitive form of a like aggregate nominal amount to the Registered Note (or the relevant part of theRegistered Note) transferred. In the case of the transfer of part only of a Registered Note in definitiveform, a new Registered Note in definitive form in respect of the balance of the Registered Note nottransferred will be so authenticated and delivered or (at the risk of the transferor) sent to thetransferor.

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(c) Registration of transfer upon partial redemption: In the event of a partial redemption of Notes underCondition 7, the Issuer shall not be required to register the transfer of any Registered Note, or partof a Registered Note, called for partial redemption.

(d) Costs of registration: Noteholders will not be required to bear the costs and expenses of effecting anyregistration of transfer as provided above, except for any costs or expenses of delivery other than byregular uninsured mail and except that the Issuer may require the payment of a sum sufficient to coverany stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

(e) Transfers of interests in Regulation S Global Notes: Prior to the expiry of the applicable DistributionCompliance Period (as defined below), transfers by the holder of, or of a beneficial interest in, aRegulation S Global Note to a transferee in the United States or who is a U.S. person will only bemade:

(i) upon receipt by the Registrar of a written certification substantially in the form set out in theAgency Agreement, amended as appropriate (a “Transfer Certificate”), copies of which areavailable from the specified office of the Registrar or any Transfer Agent, from the transferorof the Note or beneficial interest therein to the effect that such transfer is being made to aperson whom the transferor reasonably believes is a QIB in a transaction meeting therequirements of Rule 144A; or

(ii) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by theIssuer of such satisfactory evidence as the Issuer may reasonably require, which may include anopinion of U.S. counsel, that such transfer is in compliance with any applicable securities lawsof any State of the United States,

and, in each case, in accordance with any applicable securities laws of any State of the United Statesor any other jurisdiction.

In the case of (i) above, such transferee may take delivery through a Legended Note in global ordefinitive form. After expiry of the applicable Distribution Compliance Period (i) beneficial interestsin Regulation S Global Notes may be held through DTC directly, by a participant in DTC, orindirectly through a participant in DTC; and (ii) such certification requirements will no longer applyto such transfers.

(f) Transfers of interests in Legended Notes: Transfers of Legended Notes or beneficial interests thereinmay be made:

(i) to a transferee who takes delivery of such interest through a Regulation S Global Note, uponreceipt by the Registrar of a duly completed Transfer Certificate from the transferor to theeffect that such transfer is being made in accordance with Regulation S and, if such transfer isbeing made prior to expiry of the applicable Distribution Compliance Period, that the interestsin the Notes being transferred will be held immediately thereafter through Euroclear and/orClearstream; or

(ii) to a transferee who takes delivery of such interest through a Legended Note where thetransferee is a person whom the transferor reasonably believes is a QIB in a transaction meetingthe requirements of Rule 144A, without certification; or

(iii) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by theIssuer of such satisfactory evidence as the Issuer may reasonably require, which may include anopinion of U.S. counsel, that such transfer is in compliance with any applicable securities lawsof any state of the United States,

and, in each case, in accordance with any applicable securities laws of any state of the United Statesor any other jurisdiction.

Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removalof the legend, the Registrar shall deliver only Legended Notes or refuse to remove such legend, as the

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case may be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably berequired by the Issuer, which may include an opinion of U.S. counsel, that neither the legend nor therestrictions on transfer set forth therein are required to ensure compliance with the provisions of theSecurities Act.

(g) Exchanges and transfers of Registered Notes generally: Holders of Registered Notes in definitive formmay exchange such Notes for interests in a Registered Global Note of the same type at any time.

(h) Definitions: In these Conditions, the following expressions shall have the following meanings:

“Distribution Compliance Period” means the period that ends 40 days after the completion of thedistribution of each Tranche of Notes, as certified by the relevant Dealer (in the case of a non-syndicated issue) or the relevant Lead Manager (in the case of a syndicated issue);

“Legended Note” means Registered Notes (whether in definitive form or represented by a RegisteredGlobal Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

“QIB” means a “qualified institutional buyer” within the meaning of Rule 144A;

“Regulation S” means Regulation S under the Securities Act;

“Regulation S Global Note” means a Registered Global Note representing Notes sold outside theUnited States in reliance on Regulation S;

“Rule 144A” means Rule 144A under the Securities Act;

“Rule 144A Global Note” means a Registered Global Note representing Notes sold in privatetransactions to QIBs in accordance with the requirements of Rule 144A; and

“Securities Act” means the United States Securities Act of 1933, as amended.

3. STATUS OF THE NOTES AND THE GUARANTEE

(a) Status of the Notes: The Notes and any related Coupons are direct, unconditional, unsubordinatedand (subject to the provisions of Condition 4) unsecured obligations of the Issuer and (subject asaforesaid) rank and will rank pari passu without any preference among themselves, with all otherpresent and future outstanding unsubordinated and unsecured obligations of the Issuer (subject tomandatorily preferred obligations under applicable laws).

(b) Status of the Guarantee: The payment of principal and interest in respect of the Guaranteed Notesand any related Coupons has been irrevocably and unconditionally guaranteed by the Guarantorpursuant to the Guarantee. The obligations of the Guarantor under the Guarantee constitute direct,unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligationsof the Guarantor and (subject as aforesaid) rank and will rank pari passu (subject to mandatorilypreferred obligations under applicable laws) with all other present and future outstanding unsecuredand unsubordinated obligations of the Guarantor. To ensure compliance with Italian law, theGuarantee will be limited to 200 per cent. of the aggregate principal amount of the Guaranteed Notes.

4. NEGATIVE PLEDGE

(a) Negative Pledge: So long as any of the Notes remains outstanding (as defined in the AgencyAgreement) neither the Issuer nor the Guarantor (where applicable) will (unless previously authorisedby an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders) create orhave outstanding any mortgage, charge, pledge, lien, encumbrance or other security interest (“Lien”)(other than a Permitted Lien) upon the whole or any part of its undertaking or assets (includinguncalled capital), present or future, to secure any Quoted Indebtedness (as defined below) or anyQualifying Guarantee of such Quoted Indebtedness, unless in any such case the same security (or suchother security as may be approved by an Extraordinary Resolution of the Noteholders) shallforthwith be extended equally and rateably to the Notes (or, in the case of a Lien securing any Quoted

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Indebtedness that is subordinated or junior in right of payment to the Notes or the Guarantee (whereapplicable), secured by a Lien on such property, assets or proceeds that is senior in priority to suchLien).

For the purpose of these Conditions and the Guarantee (where applicable):

(i) “Fiat Group” means Fiat S.p.A. and its direct and indirect subsidiaries consolidated inaccordance with International Financial Reporting Standards (“IFRS”); and

(ii) “Financial Services Subsidiary” means a subsidiary of Fiat:

(A) which carries on no material business other than the offer and sale of financial servicesproducts to customers of Members of the Fiat Group (and other related support activitiesincidental to the offer and sale of such financial services products including, withoutlimitation, input financing and the purchase and sale of equipment in connection witheqpower.com and rental business activities) in any of the following areas:

(1) retail financing for the purchase, contract hire or lease of new or old equipmentmanufactured by a Member of the Fiat Group or any other manufacturer whoseproducts are from time to time sold through the dealer network of a Member ofthe Fiat Group;

(2) other retail and wholesale financing programmes reasonably related thereto,including, without limitation, financing to the dealer network of any Member ofthe Fiat Group;

(3) insurance and credit card products and services reasonably related thereto,together with the underwriting, marketing, servicing and other related supportactivities incidental to the offer and sale of such financial services products; and

(4) licensed banking activities; or

(B) a holding company of a Financial Services Subsidiary which carries on no materialbusiness or activity other than holding shares in that Financial Services Subsidiary and/oractivities described in paragraph (A) above;

(iii) “Indebtedness” means any indebtedness (whether principal, premium or interest) for or inrespect of (A) any notes, bonds, debenture stock, loan stock or other securities, (B) any LoanFinancing, or (C) any liability under or in respect of any banker’s acceptance or banker’sacceptance credit; provided, that (x) Indebtedness of a Member of the Fiat Group to any otherMember of the Fiat Group and (y) Indebtedness that qualifies as Non-recourse SecuritisationDebt shall, in each case, not be deemed to be Indebtedness for purposes of this Condition 4(a)or any other purpose of these Conditions or the Guarantee (where applicable);

(iv) “Industrial Subsidiary” means each subsidiary of Fiat other than a Financial ServicesSubsidiary;

(v) “Loan Financing” means any money borrowed from (A) a bank, financial institution, hedgefund, pension fund, or insurance company or (B) any other entity having as its principalbusiness the lending of money and/or investing in loans, in each case other than public or quasi-public entities or international organisations with a public or quasi-public character;

(vi) “Member of the Fiat Group” means each of Fiat S.p.A. and any direct or indirect subsidiariesit fully consolidates on a line-by-line basis in accordance with IFRS;

(vii) “Non-recourse Securitisation” means any securitisation, asset backed financing or transactionhaving similar effect under which an entity (or entities in related transactions) on commerciallyreasonable terms:

(A) acquires receivables for principally cash consideration or uses existing receivables; and

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(B) issues any notes, bonds, commercial paper, loans or other securities (whether or not listedon a recognised stock exchange) to fund the purchase of or otherwise backed by thosereceivables and/or any shares or other interests referred to in Condition 4(a)(ix)(C)(ii)and the payment obligations in respect of such notes, bonds, commercial paper, loans orother securities:

(1) are secured on those receivables; and

(2) are not guaranteed by any Member of the Fiat Group (other than as a result of anyLien which is granted by any Member of the Fiat Group as permitted by Condition4(a)(ix)(C)(ii) or as to the extent of any Standard Securitisation Undertakings);

(viii) “Non-recourse Securitisation Debt” means any Indebtedness incurred by a Securitisation Entitypursuant to a securitisation of receivables where the recourse in respect of that Indebtedness tothe Issuer or the Guarantor (where applicable) is limited to:

(A) those receivables and/or related insurance and/or any Standard SecuritisationUndertakings; and

(B) if those receivables comprise all or substantially all of the business or assets of suchSecuritisation Entity, the shares or other interests of any Member of the Fiat Group insuch Securitisation Entity.

provided that any Indebtedness not qualifying as Non-recourse Securitisation Debt solelybecause the extent of recourse to any Member of the Fiat Group with respect to suchIndebtedness is greater than that provided in clauses (A) and (B) above shall only not qualifyas Non-recourse Securitisation Debt with respect to the extent of such additional recourse;

(ix) “Permitted Liens” means:

(A) Liens existing on the Issue Date; or

(B) Liens arising by operation of law, by contract having an equivalent effect, from rights ofset-off arising in the ordinary course of business between either the Issuer or theGuarantor (where applicable) and any of their respective suppliers or customers, or fromrights of set-off or netting arising by operation of law (or by contract having similareffect) by virtue of the provision to the Issuer or the Guarantor (where applicable) ofclearing bank facilities or overdraft facilities; or

(C) any Lien over:

(1) the receivables of a Securitisation Entity (and any bank account to which suchproceeds are deposited) which are subject to a Non-recourse Securitisation assecurity for Non-recourse Securitisation Debt raised by such Securitisation Entityin respect of such receivables; and/or

(2) the shares or other interests owned by any Member of the Fiat Group in anySecuritisation Entity as security for Non-recourse Securitisation Debt raised bysuch Securitisation Entity provided that the receivables or revenues which are thesubject of the relevant Non-recourse Securitisation comprise all or substantially allof the business of such Securitisation Entity; or

(D) any Liens on assets acquired by a Member of the Fiat Group after the Issue Date,provided that (i) such Lien was existing or agreed to be created at or before the time therelevant asset was acquired by a Member of the Fiat Group, (ii) such Lien was notcreated in contemplation of such acquisition, and (iii) the principal amount then secureddoes not exceed the principal amount of the committed financing then secured (whetheror not drawn), with respect to such assets at the time the relevant asset was acquired bya Member of the Fiat Group; or

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(E) any Lien created to secure all or any part of the purchase price, or to secure QuotedIndebtedness incurred or assumed to pay all or any part of the purchase price or cost ofconstruction, of property (or any improvement thereon) acquired or constructed by theIssuer or the Guarantor (where applicable) after the Issue Date, provided, that (i) anysuch Lien shall extend solely to the item or items of property (or improvement thereon)so acquired or constructed and (ii) the principal amount of Quoted Indebtedness securedby any such Lien shall at no time exceed an amount equal to the fair market value ofsuch property (or any improvement thereon) at the time of such acquisition orconstruction; or

(F) any Lien securing Quoted Indebtedness incurred to refinance other indebtedness itselfsecured by a Lien included in clauses (A), (B), (D) or (E) above, but only if the principalamount of the Quoted Indebtedness is not increased and only the same assets are securedas were secured by the prior Lien; or

(G) any Lien provided in favour of any bank or governmental (central or local),intergovernmental or supranational body, agency, department or other authority securingany Quoted Indebtedness of the Issuer or the Guarantor (where applicable) under a loanscheme operated by (or on behalf of) Banco Nacional de Desenvolvimento Economico eSocial, Finame, Banco de Minas Gerais, a member country of the OECD, Argentina,Brazil, China, India, South Africa or any supranational entity (such as the EuropeanBank for Reconstruction and Development or the International Finance Corporation)where the provision of such Lien is required for the relevant loan; or

(H) (i) any Lien created on the shares of capital stock of a subsidiary, and (ii) any Lien createdon the assets of a subsidiary of the type described in Condition 4(a)(ix)(E) other thanshares of capital stock of a subsidiary; or

(x) “Qualifying Guarantee” means a direct or indirectly guarantee in respect of any Indebtednessor a direct or indirect indemnity against the consequences of a default in the payment of anyIndebtedness, other than, in each case, by endorsement of negotiable instruments, letters ofcredit or reimbursement agreements in the ordinary course of business;

(xi) “Quoted Indebtedness” means any indebtedness in the form of, or represented by, bonds, notes,debentures, loan stock or other securities and which at the time of issue is, or is capable ofbeing, quoted, listed or ordinarily dealt in on any stock exchange or over-the-counter marketor other securities market (whether or not initially distributed by means of a privateplacement);

(xii) “Securitisation Entity” means any special purpose vehicle created for the sole purpose ofcarrying out, or otherwise used solely for the purpose of carrying out a Non-recourseSecuritisation or any other Industrial Subsidiary which is effecting Non-recourseSecuritisations;

(xiii) “Standard Securitisation Undertakings” means representations, warranties, covenants andindemnities entered into by any Member of the Fiat Group from time to time which arecustomary in relation to Non-recourse Securitisations, including any performance undertakingswith respect to servicing obligations or undertakings with respect to breaches of representationsor warranties.

(b) Reports: If Fiat ceases to be listed on the Italian Stock Exchange (Borsa Italiana S.p.A.) or any otherstock exchange in the European Economic Area, Fiat will furnish to the Noteholders so long as theNotes are outstanding, English language annual and quarterly reports containing financialinformation substantially similar in scope to that provided in the annual and quarterly reportspublished in Italy in the financial year ended immediately prior to such cessation. For the avoidanceof doubt, Fiat shall not be required to provide any U.S GAAP reconciled financial information in anyreports it is required to provide pursuant to this Condition 4(b).

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So long as the Notes are listed on the Irish Stock Exchange, any reports Fiat provides pursuant to thisCondition 4(b) will also be made available in Ireland through the office of the Paying Agent in Dublin.

5. INTEREST

(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest from and including the InterestCommencement Date at the rate(s) per annum equal to the Rate(s) of Interest payable in arrear onthe Interest Payment Date(s) in each year and on the Maturity Date if that does not fall on an InterestPayment Date.

If the Notes are in definitive form except as provided in the applicable Final Terms, the amount ofinterest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (butexcluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any InterestPayment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount sospecified.

Except in the case of Notes in definitive form where a Fixed Coupon Amount or Broken Amount isspecified in the applicable Final Terms, interest shall be calculated in respect of any period by applyingthe Rate of Interest to:

(i) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregateoutstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or

(ii) in the case of Fixed Rate Notes in definitive form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding theresultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unitbeing rounded upwards or otherwise rounded in accordance with applicable market convention.Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of theCalculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be theproduct of the amount (determined in the manner provided above) for the Calculation Amount andthe amount by which the Calculation Amount is multiplied to reach the Specified Denominationwithout any further rounding.

In these Conditions:

“Day Count Fraction” means, in respect of the calculation of an amount of interest, in accordancewith this Condition 5(a):

(i) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(A) in the case of Notes where the number of days in the relevant period from (and including)the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to(but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorterthan the Determination Period during which the Accrual Period ends, the number of daysin such Accrual Period divided by the product of (1) the number of days in suchDetermination Period and (2) the number of Determination Dates (as specified in theapplicable Final Terms) that would occur in one calendar year; or

(B) in the case of Notes where the Accrual Period is longer than the Determination Periodduring which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period inwhich the Accrual Period begins divided by the product of (x) the number of daysin such Determination Period and (y) the number of Determination Dates (asspecified in the applicable Final Terms) that would occur in one calendar year; and

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(2) the number of days in such Accrual Period falling in the next Determination Perioddivided by the product of (x) the number of days in such Determination Period and(y) the number of Determination Dates that would occur in one calendar year;

(ii) if “30/360” is specified in the applicable Final Terms, the number of days in the period fromand including the most recent Interest Payment Date (or, if none, the Interest CommencementDate) to but excluding the relevant payment date (such number of days being calculated on thebasis of 12 30-day months) divided by 360; and

(iii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days inthe Fixed Interest Period divided by 365;

“Determination Period” means each period from (and including) a Determination Date to butexcluding the next Determination Date (including, where either the Interest CommencementDate or the final Interest Payment Date is not a Determination Date, the period commencingon the first Determination Date prior to, and ending on the first Determination Date fallingafter, such date);

“Fixed Interest Period” means the period from (and including) an Interest Payment Date or theInterest Commencement Date) to (but excluding) the next (or first) Interest Payment Date; and

“sub-unit” means with respect to any currency other than euro, the lowest amount of suchcurrency that is available as legal tender in the country of such currency and, with respect toeuro, means one cent.

(b) Interest on Floating Rate Notes:

(i) Interest Payment Dates: Each Floating Rate Note bears interest from (and including) theInterest Commencement Date and such interest will be payable in arrear on either:

(A) the Specified Interest Payment Date(s) (each an “Interest Payment Date”) in each yearspecified in the applicable Final Terms; or

(B) if no express Specified Interest Payment Date(s) is/are specified in the applicable FinalTerms, each date (each an “Interest Payment Date”) which falls the number of monthsor other period specified as the Specified Period in the applicable Final Terms after thepreceding Interest Payment Date or, in the case of the first Interest Payment Date, afterthe Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in theseConditions, mean the period from (and including) an Interest Payment Date (or the InterestCommencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a “Business Day Convention” is specified in the applicable Final Terms and (x) if there is nonumerically corresponding day in the calendar month in which an Interest Payment Dateshould occur or (y) if any Interest Payment Date would otherwise fall on a day which is not aBusiness Day, then, if the Business Day Convention specified is:

(A) in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B)above, the “Floating Rate Convention”, such Interest Payment Date (i) in the case of (x)above, shall be the last day that is a Business Day in the relevant month and theprovisions of (B) below shall apply mutatis mutandis; or (ii) in the case of (y) above, shallbe postponed to the next day which is a Business Day unless it would thereby fall intothe next calendar month, in which event (1) such Interest Payment Date shall be broughtforward to the immediately preceding Business Day and (2) each subsequent InterestPayment Date shall be the last Business Day in the month which falls the Specified Periodafter the preceding applicable Interest Payment Date occurred; or

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(B) the “Following Business Day Convention”, such Interest Payment Date shall bepostponed to the next day which is a Business Day; or

(C) the “Modified Following Business Day Convention”, such Interest Payment Date shallbe postponed to the next day which is a Business Day unless it would thereby fall intothe next calendar month, in which event such Interest Payment Date shall be broughtforward to the immediately preceding Business Day; or

(D) the “Preceding Business Day Convention”, such Interest Payment Date shall be broughtforward to the immediately preceding Business Day.

In these Conditions, “Business Day” means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settle payments and areopen for general business (including dealing in foreign exchange and foreign currencydeposits) in London and any Additional Business Centre specified in the applicable FinalTerms; and

(B) either (1) in relation to any sum payable in a Specified Currency other than euro orRenminbi, a day on which commercial banks and foreign exchange markets settlepayments and are open for general business (including dealing in foreign exchange andforeign currency deposits) in the principal financial centre of the country of the relevantSpecified Currency (if other than London and any Additional Business Centre and whichif the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney orAuckland, respectively); or (2) in relation to any sum payable in euro, a day on whichthe Trans-European Automated Real-Time Gross Settlement Express Transfer(TARGET2) System (the “TARGET2 System”) is open; or (3) in relation to any sumpayable in Renminbi, a day (other than a Saturday, Sunday or public holiday) on whichcommercial banks and foreign exchange markets in Hong Kong are open for generalbusiness and settlement of payments in Renminbi.

(ii) Rate of Interest: The Rate of Interest payable from time to time in respect of Floating RateNotes will be determined in the manner specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where “ISDA Determination” is specified in the applicable Final Terms as the manner inwhich the Rate of Interest is to be determined, the Rate of Interest for each InterestPeriod will be the relevant ISDA Rate plus or minus (as indicated in the applicable FinalTerms) the Margin (if any). For the purposes of this sub-paragraph (A), “ISDA Rate” foran Interest Period means a rate equal to the Floating Rate that would be determined bythe Principal Paying Agent under an interest rate swap transaction if the Principal PayingAgent were acting as Calculation Agent for that swap transaction under the terms of anagreement incorporating the 2000 ISDA Definitions, as amended and updated as at theIssue Date of the first Tranche of the Notes, published by the International Swaps andDerivatives Association, Inc. (the “ISDA Definitions”) and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is a period specified in the applicable Final Terms; and

(3) the relevant Reset Date is the day specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), “Floating Rate,” “Calculation Agent,”“Floating Rate Option,” “Designated Maturity” and “Reset Date” have the meaningsgiven to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms, the Minimum Rate of Interest shallbe deemed to be zero.

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(B) Screen Rate Determination for Floating Rate Notes

Where “Screen Rate Determination” is specified in the applicable Final Terms as themanner in which the Rate of Interest is to be determined, the Rate of Interest for eachInterest Period will, subject as provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate (being either LIBORor EURIBOR, as specified in the applicable Final Terms) which appears on the RelevantScreen Page as at 11:00 a.m. (London time, in the case of LIBOR, or Brussels time, in thecase of EURIBOR) on the Interest Determination Date in question plus or minus (asindicated in the applicable Final Terms) the Margin (if any), all as determined by thePrincipal Paying Agent. If five or more of such offered quotations are available on theRelevant Screen Page, the highest (or, if there is more than one such highest quotation,one only of such quotations) and the lowest (or, if there is more than one such lowestquotation, one only of such quotations) shall be disregarded by the Principal PayingAgent for the purpose of determining the arithmetic mean (rounded as provided above)of such offered quotations.

The Agency Agreement provides that, if the Relevant Screen Page is not available or if,in the case of (1) above, no offered quotation appears or, in the case of (2) above, fewerthan three offered quotations appear, in each case as at the Specified Time, the PrincipalPaying Agent shall request the principal London office of each of the Reference Banks toprovide the Principal Paying Agent with its offered quotation (expressed as a percentagerate per annum) for the Reference Rate at approximately the Specified Time on theInterest Determination Date in question. If two or more of the Reference Banks providethe Principal Paying Agent with offered quotations, the Rate of Interest for the InterestPeriod shall be the arithmetic mean (rounded if necessary to the fifth decimal place with0 000005 being rounded upwards) of the offered quotations plus or minus (asappropriate) the Margin (if any), all as determined by the Principal Paying Agent.

The Agency Agreement further provides that, if on any Interest Determination Date oneonly or none of the Reference Banks provides the Principal Paying Agent with an offeredquotation as provided in the preceding paragraph, the Rate of Interest for the relevantInterest Period shall be the rate per annum which the Principal Paying Agent determinesas being the arithmetic mean (rounded if necessary to the fifth decimal place, with0.000005 being rounded upwards) of the rates, as communicated to (and at the requestof) the Principal Paying Agent by the Reference Banks or any two or more of them, atwhich such banks were offered, at approximately the Specified Time on the relevantInterest Determination Date, deposits in the Specified Currency for a period equal to thatwhich would have been used for the Reference Rate by leading banks in the Londoninter-bank market (if the Reference Rate is LIBOR) or the Eurozone inter-bank market(if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any)or, if fewer than two of the Reference Banks provide the Principal Paying Agent withoffered rates, the offered rate for deposits in the Specified Currency for a period equal tothat which would have been used for the Reference Rate, or the arithmetic mean(rounded as provided above) of the offered rates for deposits in the Specified Currencyfor a period equal to that which would have been used for the Reference Rate, at which,at approximately the Specified Time on the relevant Interest Determination Date, anyone or more banks (which bank or banks is of are in the opinion of the relevant Issuersuitable for the purpose) informs the Principal Paying Agent it is quoting to leadingbanks in the London inter-bank market (if the Reference Rate is LIBOR) of the Eurozoneinter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the

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Margin (if any), provided that, if the Rate of Interest cannot be determined in accordancewith the foregoing provisions of this paragraph, the Rate of Interest shall be determinedas at the last preceding Interest Determination Date (though substituting, where adifferent Margin is to be applied to the relevant Interest Period from that which appliedto the last preceding Interest Period, the Margin relating to the relevant Interest Periodin place of the Margin relating to that last preceding Interest Period).

(iii) Minimum and/or maximum Rate of Interest: If the applicable Final Terms specify a MinimumRate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect ofsuch Interest Period determined in accordance with the provisions of paragraph (ii) above is lessthan such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be suchMinimum Rate of Interest.

If the applicable Final Terms specify a Maximum Rate of Interest for any Interest Period, then,in the event that the Rate of Interest in respect of such Interest Period determined in accordancewith the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, theRate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and calculation of Interest Amounts: The Principal PayingAgent will at or as soon as practicable after each time at which the Rate of Interest is to bedetermined, determine the Rate of Interest for the relevant Interest Period.

The Principal Paying Agent will calculate the amount of interest (the “Interest Amount”)payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate ofInterest to:

(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregateoutstanding nominal amount of the Notes represented by such Global Note; or

(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, and roundingthe resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any suchsub-unit being rounded upwards or otherwise in accordance with applicable marketconvention. Where the Specified Denomination of a Floating Rate Note in definitive form is amultiple of the Calculation Amount, the Interest Amount payable in respect of such Note shallbe the product of the amount (determined in the manner provided above) for the CalculationAmount and the amount by which the Calculation Amount is multiplied to reach the SpecifiedDenomination without any further rounding.

“Day Count Fraction” means, in respect of the calculation of an amount of interest for anyInterest Period:

(A) if “Actual/365” or “Actual/Actual” is specified in the applicable Final Terms, the actualnumber of days in the Interest Period divided by 365 (or, if any portion of that InterestPeriod falls in a leap year, the sum of (A) the actual number of days in that portion ofthe Interest Period falling in a leap year divided by 366 and (B) the actual number of daysin that portion of the Interest Period falling in a non-leap year divided by 365);

(B) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 365;

(C) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 365 or, in the case of an Interest Payment Datefalling in a leap year, 366;

(D) if “Actual/360” is specified in the applicable Final Terms, the actual number of days inthe Interest Period divided by 360;

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(E) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, thenumber of days in the Interest Period divided by 360 (the number of days to be calculatedon the basis of a year of 360 days with 12 30-day months (unless (a) the last day of theInterest Period is the 31st day of a month but the first day of the Interest Period is a dayother than the 30th or 31st day of a month, in which case the month that includes thatlast day shall not be considered to be shortened to a 30-day month, or (b) the last day ofthe Interest Period is the last day of the month of February, in which case the month ofFebruary shall not be considered to be lengthened to a 30-day month)); and

(F) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the numberof days in the Interest Period divided by 360 (the number of days to be calculated on thebasis of a year of 360 days with 12 30-day months, without regard to the date of the firstday or last day of the Interest Period unless, in the case of an Interest Period ending onthe Maturity Date, the Maturity Date is the last day of the month of February, in whichcase the month of February shall not be considered to be lengthened to a 30-day month).

(v) Notification of Rate of Interest and Interest Amounts: The Principal Paying Agent will causethe Rate of Interest and each Interest Amount for each Interest Period and the relevant InterestPayment Date to be notified to the Issuer and any stock exchange on which the relevantFloating Rate Notes are for the time being listed with notice thereof to be published inaccordance with Condition 14 as soon as possible after their determination but in no event laterthan the fourth London Business Day thereafter. Each Interest Amount and Interest PaymentDate so notified may subsequently be amended (or appropriate alternative arrangements madeby way of adjustment) without prior notice in the event of an extension or shortening of theInterest Period. Any such amendment will be promptly notified to each stock exchange onwhich the relevant Floating Rate Notes are for the time being listed and to the Noteholders inaccordance with Condition 14. For the purposes of this paragraph, the expression “LondonBusiness Day” means a day (other than a Saturday or a Sunday) on which banks and foreignexchange markets are open for general business in London.

(vi) Certificates to be final: All certificates, communications, opinions, determinations, calculations,quotations and decisions given, expressed, made or obtained for the purposes of the provisionsof this Condition 5(b) by the Principal Paying Agent shall (in the absence of wilful default, badfaith, negligence or manifest error) be binding on the Issuer, the Guarantor (where applicable),the Principal Paying Agent, the other Agents and all Noteholders and Couponholders and (inthe absence as aforesaid) no liability to the Issuer, the Guarantor (where applicable), theNoteholders or the Couponholders shall attach to the Principal Paying Agent in connectionwith the exercise or non-exercise by it of its powers, duties and discretions pursuant to suchprovisions.

(c) Accrual of interest: Each Note (or in the case of the redemption of part only of a Note, that part onlyof such Note) will cease to bear interest (if any) from the date for its redemption unless, upon duepresentation thereof, payment of principal is improperly withheld or refused. In such event, interestwill continue to accrue until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note have been paid; and

(ii) the date on which the full amount of the monies payable in respect of such Note has beenreceived by the Principal Paying Agent or the Registrar, as the case may be, and notice to thateffect has been given to the Noteholders in accordance with Condition 14.

6. PAYMENTS

(a) Method of payment

Subject as provided below:

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(i) payments in a Specified Currency other than euro and Renminbi will be made by credit ortransfer to an account in the relevant Specified Currency maintained by the payee with, or, atthe option of the payee, by a cheque in such Specified Currency drawn on, a bank in theprincipal financial centre of the country of such Specified Currency (which, if the SpecifiedCurrency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland,respectively);

(ii) payments in euro will be made by credit or transfer to a euro account (or any other account towhich euro may be credited or transferred) specified by the payee or, at the option of the payee,by a euro cheque; and

(iii) payments in Renminbi will be made by a transfer to a Renminbi account maintained by or onbehalf of the payee with a bank in Hong Kong.

Without prejudice to the provisions of Condition 8, payments will be subject in all cases to any fiscalor other laws and regulations applicable thereto in any jurisdiction, including (without limitation) anyobligations pursuant to such laws or regulations to make a withholding or deduction for or onaccount of any taxes, duties or assessments of whatever nature, and neither the Issuer nor theGuarantor (where applicable) will be liable to pay any additional amounts in the event of any suchwithholding or deduction.

(b) Presentation of definitive Bearer Notes and Coupons: Payments of principal in respect of definitiveBearer Notes will (subject as provided below) be made in the manner provided in paragraph (a) aboveonly (i) in the case of a definitive Bearer Note not held in the CMU Service, against presentation andsurrender of definitive Bearer Notes, and payments of interest in respect of definitive Bearer Noteswill (subject as provided below) be made as aforesaid only against presentation and surrender ofCoupons, in each case at the specified office of any Paying Agent outside the United States (whichexpression, as used herein, means the United States of America or its possessions) or (ii) in the caseof a definitive Bearer Note held in the CMU Service, to the person(s) for whose account(s) interest inthe relevant definitive Bearer Note are credited as being held with the CMU Service in accordancewith the prevailing CMU rules and procedures at the relevant time as notified to the CMU Lodgingand Paying Agent by the CMU Service in a relevant CMU Instrument Position Report or any relevantnotification by the CMU Service, which notification shall be conclusive evidence of the records of theCMU Service (save in the case of manifest error) and payment made in accordance thereof shalldischarge the obligations of the Issuer in respect of that payment.

Fixed Rate Notes in definitive bearer form not held in the CMU Service (other than Long MaturityNotes (as defined below)) should be presented for payment together with all unmatured Couponsappertaining thereto (which expression shall for this purpose include Coupons falling to be issued onexchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in thecase of payment not being made in full, the same proportion of the amount of such missingunmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due forpayment. Each amount of principal so deducted will be paid in the manner mentioned above againstsurrender of the relative missing Coupon at any time before the expiry of 10 years after the RelevantDate (as defined in Condition 8) in respect of such principal (whether or not such Coupon wouldotherwise have become void under Condition 9) or, if later, five years from the date on which suchCoupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its MaturityDate, all unmatured Talons (if any) appertaining thereto will become void and no further Couponswill be issued in respect thereof.

Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form notheld in the CMU Service becomes due and repayable, unmatured Coupons and Talons (if any) relatingthereto (whether or not attached) shall become void and no payment or, as the case may be, exchangefor further Coupons shall be made in respect thereof. A “Long Maturity Note” is a Fixed Rate Note(other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue

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is less than the aggregate interest payable thereon provided that such Note shall cease to be a LongMaturity Note on the Interest Payment Date on which the aggregate amount of interest remaining tobe paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest(if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or,as the case may be, the Interest Commencement Date shall be payable only against surrender of therelevant definitive Bearer Note.

(c) Payments in respect of Bearer Global Notes: Payments of principal and interest (if any) in respect ofNotes represented by any Global Note in bearer form will (subject as provided below) be made in themanner specified above in relation to definitive Bearer Notes and otherwise in the manner specifiedin the relevant Global Note (i) in the case of a Bearer Global Note lodged with the CMU Service, tothe person(s) for whose account(s) interests in the relevant Bearer Global Note are credited as beingheld by the CMU Service in accordance with the prevailing CMU rules and procedures at the relevanttime as notified to the CMU Lodging and Paying Agent by the CMU Service in a relevant CMUInstrument Position Report or any relevant notification by the CMU, which notification shall beconclusive evidence of the records of the CMU Service (save in the case of manifest error) andpayment made in accordance thereof shall discharge the obligations of the Issuer in respect of thatpayment, or (ii) in the case of a Bearer Global Note not lodged with the CMU Service, againstpresentation or surrender, as the case may be, of such Bearer Global Note at the specified office ofany Paying Agent outside the United States. A record of each payment made against presentation orsurrender of any Global Note in bearer form, distinguishing between any payment of principal andany payment of interest, will be made on such Global Note by the Paying Agent to which it waspresented and such record shall be prima facie evidence that the payment in question has been made.

(d) Payments in respect of Registered Notes: Payments of principal in respect of each Registered Note(whether or not in global form) will be made against presentation and surrender of the RegisteredNote at the specified office of the Registrar or any of the Paying Agents. Such payments will be madeby transfer to the Designated Account (as defined below) of the holder (or the first named of jointholders) of the Registered Note appearing in the register of holders of the Registered Notesmaintained by the Registrar (the “Register”) (i) where in global form, at the close of the business day(being for this purpose, in respect of Notes clearing through Euroclear and Clearstream, a day onwhich Euroclear and Clearstream are open for business and, in respect of Notes clearing through theCMU Service, a day on which the CMU Service is open for business) before the relevant due date, and(ii) where in definitive form, at the close of business on the third business day (being for this purposea day on which banks are open for business in the city where the specified office of the Registrar islocated) before the relevant due date (the “Principal Record Date”). Notwithstanding the previoussentence, if (i) a holder does not have a Designated Account or (ii) the principal amount of the Notesheld by a holder is less than U.S.$250,000 (or its approximate equivalent in any other SpecifiedCurrency), payment will instead be made by a cheque in the Specified Currency drawn on aDesignated Bank (as defined below). For these purposes, “Designated Account” means the account(which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-residentaccount and, in the case of a payment in Renminbi, means the Renminbi account maintained by oron behalf of the payee with a bank in Hong Kong, details of which appear on the Register at the closeof business on the fifth business day before the due date for payment) maintained by a holder with aDesignated Bank and identified as such in the Register and “Designated Bank” means (in the case ofpayment in a Specified Currency other than euro and Renminbi) a bank in the principal financialcentre of the country of such Specified Currency (which, if the Specified Currency is Australian dollarsor New Zealand dollars, shall be Sydney or Auckland, respectively), (in the case of a payment in euro)any bank which processes payments in euro, and (in the case of a payment in Renminbi) a bank inHong Kong that settles payments in Renminbi.

Payments of interest in respect of each Registered Note (whether or not in global form) will be made(A) in the case of payments of interest in a Specified Currency other than Renminbi, by a cheque inthe Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the relevant

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due date (or, if the relevant due date is not a business day in the city where the specified office of theRegistrar is located, on the following such business day) to the holder (or the first named of jointholders) of the Registered Note appearing in the Register at his address shown in the Register on theInterest Record Date (as defined below) and at his risk; or (B) in the case of payments of interest inRenminbi, by transfer to the registered account of the payee, in each case (i) where in global form, atthe close of the business day (being for this purpose, in respect of Notes clearing through Euroclearand Clearstream, a day on which Euroclear and Clearstream are open for business and, in respect ofNotes clearing through the CMU Service, a day on which the CMU Service is open for business)before the relevant due date, and (ii) where in definitive form, at the close of business on the fifth day(in the case of Renminbi) or on the fifteenth day (in the case of a Specified Currency other thanRenminbi, whether or not such fifteenth day is a business day) before the relevant due date (the“Interest Record Date” and each of the Principal Record Date and the Interest Record Date, a“Record Date”). Upon application of the holder to the specified office of the Registrar (1) not lessthan three business days in the city where the specified office of the Registrar is located before the duedate for any payment of interest in respect of a Registered Note, or (2) where such Registered Noteis in global form, on the Interest Record Date, the payment may be made by transfer on the due datein the manner provided in the preceding paragraph. Any such application for transfer shall be deemedto relate to all future payments of interest (other than interest due on redemption) in respect of theRegistered Notes which become payable to the holder who has made the initial application until suchtime as the Registrar is notified in writing to the contrary by such holder. Payment of the interest duein respect of each Registered Note on redemption will be made in the same manner as payment of theprincipal amount of such Registered Note.

In the case of definitive Registered Notes or Registered Notes in global form held through the CMUService, payments of principal and interest in respect of such Notes will be made at the direction ofthe registered holder to the person(s) for whose account(s) interests in such Registered Note arecredited as being held through the CMU Service in accordance with prevailing CMU rules andprocedures at the relevant time as notified to the CMU Lodging and Paying Agent by the CMUService in a relevant CMU Instrument Position Report or any other relevant notification by the CMUService (which notification, in either case, shall be conclusive evidence of the records of the CMUService as to the identity of any accountholder and the principal amount of any Note credited to itsaccount, save in the case of manifest error) and such payments shall discharge the obligation of therelevant Issuer in respect of that payment under such Note.

Holders of Registered Notes will not be entitled to any interest or other payment for any delay inreceiving any amount due in respect of any Registered Note as a result of a cheque posted inaccordance with this Condition arriving after the due date for payment or being lost in the post. Nocommissions or expenses shall be charged to such holders by the Registrar in respect of any paymentsof principal or interest in respect of the Registered Notes.

All amounts payable to DTC or its nominee as registered holder of a Registered Global Note inrespect of Notes denominated in a Specified Currency other than U.S. dollars shall be paid by transferby the Registrar to an account in the relevant Specified Currency of the Exchange Agent on behalf ofDTC or its nominee for payment in such Specified Currency for conversion into U.S. dollars inaccordance with the provisions of the Agency Agreement.

None of the Issuer, the Guarantor (where applicable) or the Agents will have any responsibility orliability for any aspect of the records relating to, or payments made on account of, beneficialownership interests in the Registered Global Notes or for maintaining, supervising or reviewing anyrecords relating to such beneficial ownership interests.

(e) General provisions applicable to payments: The holder of a Global Note (if the Global Note is notlodged with the CMU Service) or (if the Global Note is lodged with the CMU Service) the person(s)for whose account(s) interests in such Global Note are credited as being held through the CMU inaccordance with the prevailing CMU rules and procedures as notified to the CMU Lodging andPaying Agent by the CMU in a relevant CMU Instrument Position Report or any other relevantnotification by CMU (which notification, in either case, shall be conclusive evidence of the records of

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the CMU save in the case of manifest error), shall be the only person entitled to receive payments inrespect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantor(where applicable) will be discharged by payment to, or to the order of, the holder of such GlobalNote or such other person(s) for whose account(s) interests in such Global Note are credited as beingheld in the CMU Service, as the case may be, in respect of each amount so paid. Each of the personsshown in the records of Euroclear, Clearstream, DTC or the CMU Service as the beneficial holder ofa particular nominal amount of Notes represented by such Global Note must look solely to Euroclear,Clearstream, DTC, or the CMU Service as the case may be, for his share of each payment so madeby the Issuer or, as the case may be, the Guarantor (where applicable) to, or to the order of, the holderof such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/orinterest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principaland/or interest in respect of such Notes will be made at the specified office of a Paying Agent in theUnited States if: (i) the Issuer has appointed Paying Agents with specified offices outside the UnitedStates with the reasonable expectation that such Paying Agents would be able to make payment inU.S. dollars at such specified offices outside the United States of the full amount of principal andinterest on the Bearer Notes in the manner provided above when due; (ii) payment of the full amountof such principal and interest at all such specified offices outside the United States is illegal oreffectively precluded by exchange controls or other similar restrictions on the full payment or receiptof principal and interest in U.S. dollars; and (iii) such payment is then permitted under United Stateslaw without involving, in the opinion of the Issuer and the Guarantor (where applicable), adverse taxconsequences to the Issuer or the Guarantor (where applicable).

(f) Payment Day: If the date for payment of any amount in respect of any Note or Coupon is not aPayment Day, the holder thereof shall not be entitled to payment until the next following PaymentDay in the relevant place and shall not be entitled to further interest or other payment in respect ofsuch delay. For these purposes, “Payment Day” means any day which (subject to Condition 9) is:

(i) a day on which commercial banks and foreign exchange markets settle payments and are openfor general business (including dealing in foreign exchange and foreign currency deposits) in:

(A) the relevant place of presentation;

(B) in the case of CMU Notes, Hong Kong;

(C) any Additional Financial Centre specified in the applicable Final Terms; and

(D) where the Issuer is Fiat, Turin, where the Issuer is FFT, Luxembourg, where the Issuer isFFC, Toronto, and where the Issuer is FFNA, New York City;

(ii) either (1) in relation to any sum payable in a Specified Currency other than euro or Renminbi,a day on which commercial banks and foreign exchange markets settle payments and are openfor general business (including dealing in foreign exchange and foreign currency deposits) in theprincipal financial centre of the country of the relevant Specified Currency (if other than theplace of presentation and any Additional Financial Centre and which if the Specified Currencyis Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively); (2) inrelation to any sum payable in euro, a day on which the TARGET2 System is open; or (3) inrelation to any sum payable in Renminbi, a day on which (i) commercial banks and foreignexchange markets in Hong Kong are open for general business and settlement of payments inRenminbi; and (ii) if a Registered Note representing the Notes is lodged with the CMU Service,the CMU Service is operating; and

(iii) in the case of any payment in respect of a Registered Global Note denominated in a SpecifiedCurrency other than U.S. dollars and registered in the name of DTC or its nominee and inrespect of which an accountholder of DTC (with an interest in such Registered Global Note)has elected to receive any part of such payment in U.S. dollars, a day on which commercialbanks are not authorised or required by law or regulation to be closed in New York City.

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(g) Interpretation of principal and interest: Any reference in these Conditions to principal in respect ofthe Notes shall be deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal under Condition 8;

(ii) the Final Redemption Amount of the Notes;

(iii) the Early Redemption Amount of the Notes;

(iv) the Optional Redemption Amount(s) (if any) of the Notes;

(v) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(e));and

(vi) any premium and any other amounts (other than interest) which may be payable by the Issuerunder or in respect of the Notes.

Any reference in these Conditions to interest in respect of the Notes shall be deemed to include, asapplicable, any additional amounts which may be payable with respect to interest under Condition 8.

(h) Payment of Alternative Currency Equivalent: Notwithstanding the foregoing, where AlternativeCurrency Equivalent is specified in the applicable Final Terms as being applicable to a Series of Notes,if by reason of Inconvertibility, Non-transferability or Illiquidity the relevant Issuer or, in the case ofGuaranteed Notes, the Guarantor, as the case may be, is unable to satisfy payments of principal orinterest in respect of Notes when due in the Specified Currency, the relevant Issuer or, in the case ofGuaranteed Notes, the Guarantor, as the case may be, shall, on giving to Noteholders, in accordancewith Condition 14, not less than five nor more than 30 days’ irrevocable notice prior to the due datefor payment that it will make payment in the Alternative Currency, settle any such payment in theAlternative Currency on the due date at the Alternative Currency Equivalent of any such amount. Anypayment made in the Alternative Currency under such circumstances will constitute valid payment insatisfaction of the relevant Issuer’s or Guarantor’s (as the case may be) obligations for such payment,and will not constitute a default in respect of the Notes. Notwithstanding the foregoing, if the relevantInconvertibility, Non-transferability or Illiquidity event occurs within five days before the relevant duedate for payment then such notice shall be given as soon as practicable and whether on or prior tothe due date for payment.

As used herein:

“Alternative Currency” means the currency specified as such in the applicable Final Terms (or anylawful successor currency to that currency);

“Alternative Currency Calculation Agent” means (i) in the case of CMU Notes denominated inRenminbi, Citicorp International Limited (or any lawful successor thereto) unless otherwise specifiedin the applicable Final Terms; and (ii) in the case of all other Notes, the Alternative CurrencyCalculation Agent specified in the applicable Final Terms (or any lawful successor thereto);

“Alternative Currency Equivalent” means in respect of an amount denominated in the SpecifiedCurrency such amount converted into the Alternative Currency using the Spot Rate or, where theSpecified Currency is Renminbi and the Alternative Currency is U.S. dollars, the RMB Spot Rate, ineach case for the relevant Rate Calculation Date, all as determined by the Alternative CurrencyCalculation Agent;

“Governmental Authority” means any de facto or de jure government (or any agency orinstrumentality thereof), court, tribunal, administrative or other governmental authority or any otherentity (private or public) charged with the regulation of the financial markets (including the centralbank) of the Specified Currency Jurisdiction;

“Illiquidity” means, with respect to the payment of any sum, foreign exchange markets for theSpecified Currency becoming illiquid as a result of which it is impossible (as determined by therelevant Issuer or, in the case of Guaranteed Notes, the Guarantor, acting in good faith and in a

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commercially reasonable manner (and in the case of Notes denominated in Renminbi, followingconsultation with two independent foreign exchange dealers of international repute active in theRenminbi exchange market in Hong Kong reasonably selected by the relevant Issuer or (in the caseof Guaranteed Notes) the Guarantor, as the case may be)), or commercially impracticable for therelevant Issuer or (in the case of Guaranteed Notes) the Guarantor, as the case may be, to obtain asufficient amount of the Specified Currency in order to satisfy its obligation to pay such sum in respectof the Notes or (in the case of Guaranteed Notes) under the Guarantee, as the case may be;

“Inconvertibility” means, with respect to the payment of any sum, the occurrence of any event thatmakes it impossible or commercially impracticable for the relevant Issuer, or (in the case ofGuaranteed Notes) the Guarantor, as the case may be, to convert any amount due in the foreignexchange markets for the Specified Currency, other than where such impossibility or impracticabilityis due solely to the failure of the relevant Issuer, or (in the case of Guaranteed Notes) the Guarantor,as the case may be, to comply with any law, rule or regulation enacted by any relevant GovernmentalAuthority (unless such law, rule or regulation becomes effective on or after the date on whichagreement is reached to issue the first Tranche of a Series of Notes and it is impossible orcommercially impracticable for the relevant Issuer, or (in the case of Guaranteed Notes) theGuarantor, as the case may be, due to an event beyond its control, to comply with such law, rule orregulation);

“Non-deliverable Spot Rate Screen Page” means the relevant screen page specified as such in theapplicable Final Terms;

“Non-transferability” means, with respect to the payment of any sum, the occurrence of any eventthat makes it impossible or commercially impracticable for the relevant Issuer or (in the case ofGuaranteed Notes) the Guarantor, as the case may be, to transfer the Specified Currency in respect ofsuch sum between accounts inside the Specified Currency Jurisdiction or between an account insidethe Specified Currency Jurisdiction and an account outside the Specified Currency Jurisdiction, otherthan where such impossibility or impracticability is due solely to the failure of the relevant Issuer or(in the case of Guaranteed Notes) the Guarantor, as the case may be, to comply with any law, rule orregulation enacted by any relevant Governmental Authority (unless such law, rule or regulationbecomes effective on or after the date on which agreement is reached to issue the first Tranche of aSeries of Notes) and it is impossible or commercially impracticable for the relevant Issuer, or (in thecase of Guaranteed Notes) the Guarantor, as the case may be, due to an event beyond its control, tocomply with such law, rule or regulation;

“Rate Calculation Business Day” means a day (other than a Saturday, Sunday or public holiday) onwhich commercial banks are open for general business (including dealings in foreign exchange) in theRate Calculation Jurisdiction;

“Rate Calculation Date” means (i) the day which is the number of Rate Calculation Business Daysspecified in the applicable Final Terms (which shall be two Rate Calculation Business Days where theSpecified Currency is Renminbi) before the due date of the relevant amount under these Conditionsor (ii) if the relevant Spot Rate is not available on such day, the last preceding Rate CalculationBusiness Day on which the relevant Spot Rate was most recently available, as determined by theAlternative Currency Calculation Agent;

“Rate Calculation Jurisdiction” means the jurisdiction(s) specified in the applicable Final Terms,which shall be the Eurozone where the Specified Currency is euro or Hong Kong where the SpecifiedCurrency is Renminbi;

“RMB Spot Rate”, for a Rate Calculation Date, means the spot Renminbi/U.S. dollar exchange ratefor the purchase of U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market inHong Kong for settlement on the due date for payment, as determined by the Alternative CurrencyCalculation Agent at or around 11.00 a.m. (Hong Kong time) on a deliverable basis by reference toReuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis byreference to Reuters Screen Page TRADNDF. If neither rate is available, the Alternative Currency

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Calculation Agent will determine the spot rate at or around 11.00 a.m. (Hong Kong time) on the RateCalculation Date as the most recently available Renminbi/U.S. dollar official fixing rate for settlementon the due date for payment reported by The State Administration of Foreign Exchange of the PRC,which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screenmeans the display page so designated on the Reuter Monitor Money Rates Service (or any successorservice) or such other page as may replace that page for the purpose of displaying a comparablecurrency exchange rate;

“Specified Currency Jurisdiction” means (i) other than in the case of euro or Renminbi, the primaryjurisdiction for which the Specified Currency is the lawful currency, (ii) in the case of euro, theEurozone or (iii) in the case of Renminbi, Hong Kong;

“Spot Rate”, for a Rate Calculation Date, means the spot exchange rate for the purchase of theAlternative Currency with the Specified Currency in the over-the-counter foreign exchange market forthe Specified Currency for settlement on the due date for payment in the Specified CurrencyJurisdiction for settlement as a “spot” foreign exchange transaction in such market, as determined bythe Alternative Currency Calculation Agent at or around the Spot Rate Calculation Time specified inthe applicable Final Terms (Specified Currency Jurisdiction time or, in the case of euro, CentralEuropean time) on a deliverable basis by reference to the Spot Rate Screen Page (the “Spot RateScreen Page”) as specified in the applicable Final Terms, or if no such rate is available, on a non-deliverable basis by reference to the Non-deliverable Spot Rate Screen Page (the “Non-deliverableSpot Rate Screen Page”) as specified in the applicable Final Terms. Unless specified otherwise in theapplicable Final Terms, if neither rate is available, the Alternative Currency Calculation Agent willdetermine the Spot Rate in its discretion on the Rate Calculation Date at or around the Spot RateCalculation Time (Specified Currency Jurisdiction time or, in the case of euro, Central European time)taking into consideration all available information which the Alternative Currency Calculation Agentdeems relevant, including, without limitation, pricing information obtained from any otherdeliverable or non-deliverable foreign exchange market for the purchase of the Alternative Currencywith the Specified Currency for settlement on the due date for payment as a “spot” foreign exchangetransaction in or in relation to the relevant market; and

“Spot Rate Screen Page” means the relevant screen page specified as such in the applicable FinalTerms.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,expressed, made or obtained for the purposes of the provisions of this Condition 6(h) by the relevantIssuer, the Guarantor (where applicable) or the Alternative Currency Calculation Agent, as the casemay be, will (in the absence of wilful default, bad faith or manifest error) be binding on the relevantIssuer, the Guarantor (where applicable), the Agents and all Noteholders and (in the absence of wilfuldefault or bad faith) no liability to the relevant Issuer, the Guarantor (where applicable), the Agentsand all Noteholders shall attach to the Alternative Adjudication Currency Calculation Agent inconnection with the exercise or non-exercise by it of its powers, duties and discretions pursuant tosuch provisions.

7. REDEMPTION AND PURCHASE

(a) Redemption at maturity: Unless previously redeemed or purchased and cancelled as specified below,each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicableFinal Terms in the relevant Specified Currency on the Maturity Date.

(b) Redemption for tax reasons:

(i) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time(if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is aFloating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the PrincipalPaying Agent and, in accordance with Condition 14, the Noteholders (which notice shall beirrevocable), if:

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(A) either the Issuer has or will become obliged to pay additional amounts as provided orreferred to in Condition 8 or the Guarantor (where applicable) would be unable forreasons outside its control to procure payment by the Issuer and in making payment itselfwould be required to pay such additional amounts, in each case as a result of any changein, or amendment to, the laws, regulations or rulings of the Relevant Tax Jurisdiction orany change in the application or official interpretation of such laws, regulations orrulings, which change or amendment becomes effective on or after the date on whichagreement is reached to issue the first Tranche of the Notes; and

(B) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor(where applicable) taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliestdate on which the Issuer or, as the case may be, the Guarantor (in the case of Guaranteed Notes)would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 7(b), the Issuer or, asthe case may be, the Guarantor (where applicable) shall deliver to the Principal Paying Agent acertificate signed by one Director of the Issuer or, as the case may be, one Director of the Guarantor(where applicable) stating that the Issuer or, as the case may be, the Guarantor (where applicable) isentitled to effect such redemption and setting forth a statement of facts showing that the conditionsprecedent to the right of the Issuer or, as the case may be, the Guarantor (where applicable) so toredeem have occurred, and an opinion of independent legal advisers of recognised standing to theeffect that the Issuer or, as the case may be, the Guarantor (where applicable) has or will becomeobliged to pay such additional amounts as a result of such change or amendment.

Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amountreferred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding)the date of redemption.

“Relevant Tax Jurisdiction” shall mean, in the case of payment by the Issuer, the Republic of Italy(where the Issuer is Fiat), the Grand-Duchy of Luxembourg (where the Issuer is FFT), Canada (wherethe Issuer is FFC) or the United States of America (where the Issuer is FFNA) or any politicalsubdivision or any authority thereof or therein having power to tax and, in the case of payment bythe Guarantor (in the case of Guaranteed Notes), shall mean the Republic of Italy and any politicalsubdivision or any authority thereof or therein having power to tax.

(c) Redemption at the option of the Issuer (“Issuer Call”): If Issuer Call is specified as being applicablein the applicable Final Terms, the Issuer may, having given:

(i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance withCondition 14; and

(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the PrincipalPaying Agent and, in the case of a redemption of Registered Notes, the Registrar,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all orsome only of the Notes then outstanding on any Optional Redemption Date and at the OptionalRedemption Amount(s) described below or as otherwise specified in the applicable Final Termstogether, if appropriate, with interest accrued to (but excluding) the relevant Optional RedemptionDate. Any such redemption must be of a nominal amount at least equal to the Minimum RedemptionAmount and not greater than the Maximum Redemption Amount, in each case as may be specifiedin the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed(“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes representedby definitive Notes, and in accordance with the rules of Euroclear and/ or Clearstream and/or DTCand/or the CMU Service, as the case may be, in the case of Redeemed Notes represented by a GlobalNote, not more than 30 days prior to the date fixed for redemption (such date of selection beinghereinafter called the “Selection Date”). In the case of Redeemed Notes represented by definitive

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Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance withCondition 14 not less than 15 days prior to the date fixed for redemption. The aggregate nominalamount of Redeemed Notes represented by definitive Notes or represented by a Global Note shall ineach case bear the same proportion to the aggregate nominal amount of all Redeemed Notes as theaggregate nominal amount of definitive Notes outstanding and Notes outstanding represented bysuch Global Note, respectively, bears to the aggregate nominal amount of the Notes outstanding, ineach case on the Selection Date, provided that, if necessary, appropriate adjustments shall be made tosuch nominal amounts to ensure that each represents an integral multiple of the SpecifiedDenomination. No exchange of the relevant Global Note will be permitted during the period from(and including) the Selection Date to (and including) the date fixed for redemption pursuant to thisparagraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordancewith Condition 14 at least five days prior to the Selection Date.

The Optional Redemption Amount will either be the amount specified in the applicable Final Termsor, if “As set out in Condition 7(c)” is specified as being applicable in the applicable Final Terms, anamount equal to 100 per cent. of the principal amount of such Notes together (if appropriate) withinterest accrued to (but excluding) the date of redemption, plus the Applicable Premium.

In these Conditions:

“Applicable Premium” means, with respect to the relevant Note(s) on any redemption date, thegreater of:

(i) 1.0 per cent. of the principal amount of such Note(s); or

(ii) the excess of:

(A) the present value at such redemption date of (i) the principal amount of such Note(s) atmaturity plus (ii) all required interest payments due on such Note(s) through theMaturity Date indicated in the relevant Final Terms, (excluding accrued but unpaidinterest to the redemption date), computed using a discount rate equal to the Bund Rateas of such redemption date plus 0.50 per cent.; over

(B) the principal amount of such Note(s), if greater.

“Bund Rate” means, with respect to any relevant date, the rate per annum equal to the equivalentyield to maturity as of such date of the Comparable German Bund Issue, (expressed as a percentageof its principal amount) equal to the Comparable German Bund Price for such relevant date, where:

(i) “Comparable German Bund Issue” means the German Bundesanleihe security selected by anyReference German Bund Dealer as having a fixed maturity most nearly equal to the period fromsuch redemption date to the Maturity Date indicated in the relevant Final Terms, and thatwould be utilised, at the time of selection and in accordance with customary financial practice,in pricing new issues of euro-denominated corporate debt securities in a principal amountapproximately equal to the then outstanding principal amount of the Notes, and of a maturitymost nearly equal to the Maturity Date indicated in the relevant Final Terms; provided,however, that, if the period from such redemption date to the Maturity Date indicated in therelevant Final Terms is less than one year, a fixed maturity of one year shall be used;

(ii) “Comparable German Bund Price” means, with respect to any relevant date, the average of allReference German Bund Dealer Quotations for such date (which, in any event, must include atleast two such quotations), after excluding the highest and lowest such Reference German BundDealer Quotations or, if the Issuer obtains fewer than four such Reference German Bund DealerQuotations, the average of all such quotations;

(iii) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securitiesappointed by the Issuer; and

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(iv) “Reference German Bund Dealer Quotations” means, with respect to each Reference GermanBund Dealer and any relevant date, the average as determined by the Issuer of the bid andoffered prices for the Comparable German Bund Issue (expressed in each case as a percentageof its principal amount) quoted in writing to the Issuer by such Reference German Bund Dealerat or about 3.30 p.m. Frankfurt time, on the third business day (being for this purpose a dayon which banks are open for business in Frankfurt and London) preceding the relevant date.

(d) Redemption at the option of the Noteholders (“Investor Put”): If Investor Put is specified as beingapplicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer inaccordance with Condition 14 not less than 15 nor more than 30 days’ notice the Issuer will, uponthe expiry of such notice, redeem, subject to, and in accordance with, the terms specified in theapplicable Final Terms, in whole (but not, in the case of a Bearer Note in definitive form, in part),such Note on the Optional Redemption Date and at the Optional Redemption Amount (each asspecified in the applicable Final Terms) together, if appropriate, with interest accrued to (butexcluding) the Optional Redemption Date. Registered Notes may be redeemed under this Condition7(d) in any multiple of their lowest Specified Denomination.

If this Note is in definitive form, to exercise the right to require redemption of this Note, the holderof this Note must deliver this Note at the specified office of any Paying Agent (in the case of BearerNotes) or the Registrar (in the case of Registered Notes) at any time during normal business hours ofsuch Paying Agent or, as the case may be, the Registrar falling within the notice period, accompaniedby a duly completed and signed notice of exercise in the form (for the time being current) obtainablefrom any specified office of any Paying Agent or, as the case may be, the Registrar (a “Put Notice”)and in which the holder must specify a bank account (or, if payment is required to be made by cheque,an address) to which payment is to be made under this Condition and, in the case of Registered Notes,the nominal amount thereof to be redeemed and, if less than the full nominal amount of theRegistered Notes so surrendered is to be redeemed, an address to which a new Registered Note inrespect of the balance of such Registered Notes is to be sent subject to and in accordance with theprovisions of Condition 2(b).

Any Put Notice given by a holder of any Note pursuant to this Condition 7(d) shall be irrevocableexcept where prior to the due date for redemption an Event of Default shall have occurred and becontinuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw thenotice given pursuant to this Condition 7(d) and instead to declare such Note forthwith due andpayable pursuant to Condition 10.

(e) Early Redemption Amounts: For the purpose of paragraph (b) above and Condition 10, each Notewill be redeemed at its Early Redemption Amount calculated as follows:

(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the FinalRedemption Amount thereof;

(ii) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount whichis or may be less or greater than the Issue Price at the amount specified in the applicable FinalTerms or, if no such amount or manner is so specified in the applicable Final Terms, at itsnominal amount; or

(iii) in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculatedin accordance with the following formula:

Early Redemption Amount = RP x (1 + AY)y where:

“RP” means the Reference Price;

“AY” means the Accrual Yield expressed as a decimal; and

“y” is the Day Count Fraction specified in the applicable Final Terms which will be either (i)30/360 (in which case the numerator will be equal to the number of days (calculated onthe basis of a 360-day year consisting of 12 months of 30 days each) from (and including)

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the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed forredemption or (as the case may be) the date upon which such Note becomes due andrepayable and the denominator will be 360) or (ii) Actual/360 (in which case thenumerator will be equal to the actual number of days from (and including) the Issue Dateof the first Tranche of the Notes to (but excluding) the date fixed for redemption or (asthe case may be) the date upon which such Note becomes due and repayable and thedenominator will be 360) or (iii) Actual/365 (in which case the numerator will be equalto the actual number of days from (and including) the Issue Date of the first Tranche ofthe Notes to (but excluding) the date fixed for redemption or (as the case may be) thedate upon which such Note becomes due and repayable and the denominator will be365).

(f) Purchases: The Issuer, the Guarantor (where applicable) or any of their respective subsidiaries may atany time purchase Notes (provided that, in the case of definitive Bearer Notes, all unmaturedCoupons and Talons appertaining thereto are purchased therewith) at any price in the open marketor otherwise. If purchases are made by tender, tenders must be available to all Noteholders alike. SuchNotes may be held, reissued, resold or, at the option of the Issuer or the Guarantor (where applicable),surrendered to any Paying Agent and/or the Registrar for cancellation.

(g) Cancellation: All Notes which are redeemed will forthwith be cancelled (together with all unmaturedCoupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notesso cancelled and any Notes purchased and cancelled pursuant to paragraph (f) above (together withall unmatured Coupons and Talons cancelled therewith) shall be forwarded to the Principal PayingAgent and cannot be reissued or resold.

(h) Late payment on Zero Coupon Notes: If the amount payable in respect of any Zero Coupon Noteupon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or uponits becoming due and repayable as provided in Condition 10 is improperly withheld or refused, theamount due and repayable in respect of such Zero Coupon Note shall be the amount calculated asprovided in paragraph (e)(iii) above as though the references therein to the date fixed for theredemption or the date upon which such Zero Coupon Note becomes due and payable were replacedby references to the date which is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii) the date on which the full amount of the monies payable in respect of such Zero Coupon Noteshas been received by the Principal Paying Agent or the Registrar and notice to that effect hasbeen given to the Noteholders in accordance with Condition 14.

(i) Repurchase at the Option of Noteholders—Change of Control: If a Change of Control occurs, theholder of any Note will have the right to require the Issuer thereof to repurchase all (but not, in thecase of a Bearer Note in definitive form, any part) of such Note pursuant to a Change of ControlOffer. Registered Notes may be repurchased under this Condition 7(i) in any multiple of their lowestSpecified Denomination. In the Change of Control Offer, the relevant Issuer will offer a payment incash equal to 101 per cent. of the aggregate principal amount of Notes repurchased plus accrued andunpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within thirty (30)days following any Change of Control, the Issuer will give notice to each holder describing thetransaction or transactions that constitute the Change of Control and offering to repurchase Noteson the payment date specified in the notice (the “Change of Control Payment Date”), which date willbe no earlier than 30 days and no later than 60 days from the date such notice is given to Noteholdersin accordance with Condition 14.

The Issuer will comply with any applicable securities laws and regulations thereunder to the extentthose laws and regulations are applicable in connection with the repurchase of the Notes as a resultof a Change of Control. To the extent that the provisions of any securities laws or regulations conflictwith this provision, the relevant Issuer will comply with the applicable securities laws and regulations

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and will not be deemed to have breached its obligations under this provision by virtue of suchcompliance.

On the Change of Control Payment Date, the relevant Issuer will, to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Changeof Control Offer;

(ii) deposit with the Principal Paying Agent an amount equal to the Change of Control Payment inrespect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered for cancellation the Notes properly accepted together with anofficers’ certificate of the relevant Issuer stating the aggregate principal amount of Notes orportions of Notes being purchased by the relevant Issuer.

If the Note is in definitive form, to exercise the right to require repurchase of the Note the holder ofthe Note must deliver this Note at the specified office of any Paying Agent (in the case of BearerNotes) or the Registrar (in the case of Registered Notes) at any time during normal business hours ofsuch Paying Agent or, as the case may be, the Registrar, within the notice period, accompanied by aduly completed and signed acceptance notice in the form (for the time being current) obtainable fromany specified office of any Paying Agent or, as the case may be, the Registrar (an “AcceptanceNotice”) and in which the holder must specify a bank account (or, if payment is required to be madeby cheque, an address) to which payment is to be made under this Condition and, in the case ofRegistered Notes, the nominal amount thereof to be redeemed and, if less than the full nominalamount of the Registered Notes so surrendered is to be redeemed, an address to which a newRegistered Note in respect of the balance of such Registered Notes is to be sent subject to and inaccordance with the provisions of Condition 2(b).

Any Acceptance Notice given by a holder of any Note pursuant to this paragraph shall be irrevocableexcept where prior to the due date for redemption an Event of Default shall have occurred and becontinuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw thenotice given pursuant to this paragraph and instead declare such Note forthwith due and payablepursuant to Condition 10.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if athird party makes the Change of Control Offer in the manner, at the times and otherwise incompliance with the requirements set forth herein applicable to a Change of Control Offer made bythe Issuer and purchases all Notes properly tendered and not withdrawn under the Change of ControlOffer.

In these Conditions, the following expressions shall have the following meanings:

“Change of Control” means the occurrence of both (i) an event described in clauses (A) or (B) belowand (ii) a Rating Decline:

(A) the consummation of any transaction (including, without limitation, any merger orconsolidation), the result of which is that any “person” (as that term is used in Section 13(d)of the Exchange Act), other than one or more Related Parties, becomes the beneficial owner,directly or indirectly, of more than 50 per cent. of the Voting Stock of Fiat measured by votingpower rather than number of shares; or

(B) the stockholders of the Guarantor (where applicable) or the Issuer approve any plan ofliquidation or dissolution of the Guarantor (where applicable) or the Issuer, as the case may be;

“Change of Control Offer” means the offer to repurchase the Notes following a Change of Controlas further described above;

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“Person” means any individual, group, company, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organisation, limited liability company or government orother entity;

“Rating Date” means (i) the date one business day (being for this purpose a day on which banks areopen for business in Turin and London) prior to the occurrence of an event specified in clause (A) or(B) of the definition of Change of Control or, if applicable, and only with respect to the type oftransaction specified in clause (A) of the definition of Change of Control, the date one business daybefore the first public announcement of a definitive agreement with respect to such transaction and(ii) in the event that a Rating Agency has announced a Rating Decline of the Notes within 90 daysprior to the occurrence of an event specified in clause (A) or (B) of the definition of Change of Controlor, if applicable, and only with respect to the type of transaction specified in clause (A) of thedefinition of Change of Control, within 90 days before the first public announcement of a definitiveagreement with respect to such transaction, and the official statement issued by a Rating Agencyannouncing the Rating Decline refers to such event or transaction as a reason for such downgrade,the date one business day prior to such announcement by a Rating Agency;

“Rating Agency” means Moody’s or Standard & Poor’s (each as herein defined), or, if either suchentity ceases to rate the Notes for reasons outside of the control of the Guarantor (where applicable)or the relevant Issuer, the equivalent investment grade credit rating from any other “nationallyrecognised statistical rating organisation” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under theExchange Act;

“Rating Decline” means the occurrence on any date within the 60-day period following theoccurrence of the event specified in clauses (A) or (B) of the definition of a Change of Control (whichperiod shall be extended so long as during such period any rating of the Notes is under publiclyannounced consideration for possible downgrade by a Rating Agency, provided that such extensionshall not be for more than 30 days) of: (i) in the event the Notes are rated by any Rating Agency onthe Rating Date below investment grade, the rating of the Notes by such Rating Agency within suchperiod being at least one rating category below the rating of the Notes by such Rating Agency on theRating Date, (ii) in the event the Notes are rated by any Rating Agency on the Rating Date asinvestment grade, the rating of the Notes within such period by such Rating Agency being (1) at leasttwo rating categories below the rating of the Notes by such Rating Agency on the Rating Date or (2)below investment grade or (iii) the Notes not being rated by any Rating Agency. In determining howmany rating categories the rating of the Notes has decreased, gradation will be taken in account (e.g.,with respect to Standard & Poor’s, a decline in a rating from BB+ to BB, or from BB to BB-, willconstitute a decrease of one rating category);

“Related Party” means (i) each of the owners and beneficial holders of interests in Giovanni Agnelli& C. S.A.p.A. (at the Issue Date and each of their spouses, heirs, legatees, descendents and bloodrelatives to the third degree, (ii) Giovanni Agnelli & C. S.A.p.A. or (iii) any Person directly orindirectly under the Control of Giovanni Agnelli & C. S.A.p.A. For the purposes of this definition,the term “Control” means (1) the direct or indirect ownership (beneficial or otherwise) of more than50 per cent. of the Voting Stock of a Person measured by voting power rather than number of sharesor (2) the power to appoint or remove all or the majority of the directors or other equivalent officersof a Person; and

“Voting Stock” of any Person as of any date means the capital stock of such Person that is at the timeentitled to vote in the election of the board of directors of such Person.

8. TAXATION

All amounts payable in respect of the Notes and Coupons by the Issuer or the Guarantor (where applicable),as the case may be, will be made without withholding or deduction for or on account of any present orfuture taxes, duties or assessments of whatever nature imposed, withheld, levied or assessed by or on behalfof the Relevant Tax Jurisdiction (as defined in Condition 7(b)) unless such withholding or deduction isrequired by law. In such event, the Issuer or, as the case may be, the Guarantor (where applicable) will pay

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such additional amounts as shall be necessary in order that the net amounts received by the holders of theNotes or Coupons after such withholding or deduction shall equal the respective amounts which wouldotherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence ofsuch withholding or deduction except as follows:

(a) Where the Issuer is Fiat:

No such additional amounts shall be payable with respect to any Note or Coupon:

(i) presented for payment in the Republic of Italy; or

(ii) presented for payment by, or by a third party on behalf of, a holder who is liable to those taxesor duties in respect of that Note or Coupon by reason of his having some connection with theRelevant Tax Jurisdiction other than the mere holding of the Note or Coupon; or

(iii) presented for payment by a holder who is able to avoid the withholding by making adeclaration of non-residence or other similar claim for exemption to the relevant tax authoritybut has failed to do so; or

(iv) presented for payment more than 30 days after the Relevant Date except to the extent that theholder thereof would have been entitled to additional amounts on presenting it for payment onthe last day of such 30-day period assuming that day to have been a Payment Day; or

(v) where such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any law implementing orcomplying with, or introduced in order to conform to, such Directive; or

(vi) presented for payment by or on behalf of a holder who would be able to avoid suchwithholding or deduction by presenting the relevant Note or Coupon to another Paying Agentin a member state of the European Union; or

(vii) for or on account of the imposta sostitutiva payable pursuant to Italian Legislative Decree No.239 of 1st April 1996 as implemented, amended and supplemented from time to time,including, but not limited to, in all circumstances in which the procedures set forth inLegislative Decree 239 in order to benefit from a tax exemption have not been met or compliedwith for any reason whatsoever.

(b) Where the Issuer is FFT:


(i) presented for payment in Luxembourg or the Republic of Italy; or

(ii) presented for payment by, or by a third party on behalf of, a holder who is liable to those taxesor duties in respect of that Note or Coupon by reason of his having some connection with theRelevant Tax Jurisdiction other than the mere holding of the Note or Coupon or the receipt ofprincipal or interest in respect of it; or

(iii) presented for payment by a holder who is able to avoid the withholding by making adeclaration of non-residence or other similar claim for exemption to the relevant tax authority;or

(iv) presented for payment more than 30 days after the Relevant Date except to the extent that theholder thereof would have been entitled to additional amounts on presenting it for payment onthe last day of such 30-day period assuming that day to have been a Payment Day; or

(v) where such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any law implementing orcomplying with, or introduced in order to conform to or as a consequence of, such Directive;or

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(vi) presented for payment by or on behalf of a holder who would be able to avoid suchwithholding or deduction by presenting the relevant Note or Coupon to another Paying Agentin a member state of the European Union.

(c) Where the Issuer is FFC:


(i) presented for payment in the Republic of Italy;

(ii) presented for payment by, or by a third party on behalf of, a holder who is liable for such taxesor duties in respect of such Note or Coupon by reason of his having some connection with theRelevant Tax Jurisdiction other than the mere holding or use or ownership of such Note orCoupon or deemed holding or use outside Canada or ownership as a non-resident of Canadaof such Note or Coupon;

(iii) presented for payment by, or by a third party on behalf of, a holder in respect of whom suchtaxes or duties are required to be withheld or deducted by reason of the holder being a personwith whom FFC is not dealing at arm’s length (within the meaning of the Income Tax Act(Canada) (the “Act”)) or by reason of the holder being a “specified shareholder” (as defined insubsection 18(5) of the Act) of FFC or not dealing at arm’s length with any such “specifiedshareholder” of FFC (within the meaning of the Act);

(iv) presented for payment more than 30 days after the Relevant Date except to the extent that theholder thereof would have been entitled to an additional amount on presenting the same forpayment on such thirtieth day assuming that day to have been a Payment Day;

(v) presented for payment by, or by a third party on behalf of, a holder in respect of whom anysuch taxes or duties would not have been so imposed but for the failure of such holder tocomply with any requirement under relevant income tax treaties or Canadian statutes andregulations (or any administrative practice in Canada) to claim or establish entitlement toexemption from or reduction of such taxes or duties;

(vi) presented for payment in respect of any taxes or duties required to be withheld by any PayingAgent from any payment in respect of any Note or Coupon, if such payment can be madewithout such withholding by any other Paying Agent; or

(vii) where such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any law implementing orcomplying with, or introduced in order to conform to, such Directive.

(d) Where the Issuer is FFNA:

No such additional amounts shall be payable with respect to any Note:

(i) presented for payment for or on account of any tax assessment or other governmental chargethat would not have been imposed but for (x) the existence of any present or former connectionbetween such holder (or between a fiduciary, settlor or beneficiary of, or a person holding apower over, such holder, if such holder is an estate or a trust, or a member or shareholder ofsuch holder, if such holder is a partnership or a corporation) and the Relevant Tax Jurisdiction(other than the mere receipt of such payment or the holding of such Note), including, withoutlimitation, such holder (or such fiduciary, settlor, beneficiary, person holding a power, memberor shareholder) being or having been a citizen or resident thereof or being or having beenengaged in trade or business or present therein or having or having had a permanentestablishment therein or (y) (where the Relevant Tax Jurisdiction is the United States) suchholder’s past or present status as a personal holding company or private foundation or othertax-exempt organisation with respect to the United States or as a corporation that accumulatesearnings to avoid United States federal income tax;

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(ii) presented for payment for or on account of any estate, inheritance, gift, sales, transfer orpersonal property tax or any similar tax, assessment or other governmental charge;

(iii) presented for payment for or on account of any tax, assessment or other governmental chargethat would not have been imposed but for the presentation by the holder of a Note for paymentmore than 30 days after the Relevant Date;

(iv) presented for payment for or on account of any tax, assessment or other governmental chargethat is payable otherwise than by deduction or withholding from a payment on a Note;

(v) presented for payment for or on account of any tax, assessment or other governmental chargerequired to be deducted or withheld by any Paying Agent from a payment on a Note, if suchpayment can be made without such deduction or withholding by any other Paying Agent;

(vi) presented for payment for or on account of any tax, assessment or other governmental chargethat would not have been imposed but for a failure to comply with any applicable certification,documentation, information or other reporting requirement concerning the nationality,residence, identity or connection with the United States of the holder or beneficial owner of aNote if, without regard to any tax treaty, such compliance is required by statute or regulationof the United States as a precondition to relief or exemption from such tax, assessment or othergovernmental charge;

(vii) presented for payment for or on account of any tax, assessment or other governmental chargethat would not have been imposed but for a failure by the holder or beneficial owner, or anyfinancial institution (other than any Paying Agent) through which the holder or beneficialowner holds any Note or through which payment on the Note is made, to enter into anagreement described in Section 1471(b)(1) of the U.S. Internal Revenue Code of 1986 (the“Code”) and the regulations thereunder or otherwise comply with Sections 1471 through 1474of the Code or the regulations promulgated thereunder;

(viii) presented for payment for or on account of any tax, assessment or other governmental chargeimposed on a holder that actually or constructively owns 10 per cent. or more of the combinedvoting power of all classes of stock of the Issuer or that is a controlled foreign corporationrelated to the Issuer through stock ownership; or

(ix) where such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any law implementing orcomplying with, or introduced in order to conform to, such Directive;

nor shall such additional amounts be paid with respect to a payment on a Note to a holder that is afiduciary or partnership or other than the sole beneficial owner of such payment to the extent abeneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficialowner would not have been entitled to the additional amounts had such beneficiary, settlor, memberor beneficial owner been the holder of such Note.

The term “United States Alien” means any person who, for United States federal income taxpurposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of aforeign estate or trust, or a foreign partnership one or more of the members of which is, for UnitedStates federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

As used in these Conditions, “Relevant Date”, in respect of any payment, means the date on whichthat payment first becomes due but, if the full amount of the monies payable has not been receivedby the Principal Paying Agent on or before the due date, it means the date on which, the full amountof those monies having been so received, notice to that effect has been duly given to the relevantNoteholders in accordance with Condition 14.

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9. PRESCRIPTION

The Notes (whether in bearer or registered form) and Coupons will become void unless presented forpayment within a period of 10 years (in the case of principal) and five years (in the case of interest) afterthe Relevant Date (as defined in Condition 8) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim forpayment in respect of which would be void pursuant to this Condition or Condition 6(b) or any Talonwhich would be void pursuant to Condition 6(b).

10. EVENTS OF DEFAULT

If any of the following events (each an “Event of Default”) shall occur:

(i) there is a default for more than 14 days after the date when due in the payment of principal or interest(if any) due in respect of the Notes; or

(ii) there is default in the performance of any other obligation under the Agency Agreement, the Notesor the Guarantee (where applicable) (a) which is incapable of remedy or (b) which, being a defaultcapable of remedy, continues for 30 days after written notice of such default has been given throughthe Principal Paying Agent by the holder of any Note to the Issuer and the Guarantor (whereapplicable); or

(iii) any final order shall be made by any competent court or other authority or resolution passed by theIssuer or the Guarantor (where applicable) for the dissolution or winding-up of the Issuer or theGuarantor (where applicable) or for the appointment of a liquidator, receiver or trustee of the Issueror the Guarantor (where applicable) or of all or a substantial part of their respective assets, providedthat there shall be no Event of Default in the case of a resolution passed by the Issuer or the Guarantor(where applicable) for the liquidation or dissolution of the Issuer or the Guarantor (where applicable),as at the case may be, to the extent that the Issuer has made a Change of Control Offer andrepurchased the Notes from Noteholders following a Change of Control; or

(iv) the Issuer or the Guarantor (where applicable) shall stop payment or shall be unable to, or shall admitto creditors generally its inability to pay its debts as they fall due, or shall be finally adjudicated orfound bankrupt or insolvent, or shall enter into any composition or other arrangement with itscreditors generally (including without limitation, in the case of Fiat S.p.A., the procedures offallimento or concordato preventivo under R.D. No. 267 of 16th March 1942, as amended, andamministrazione straordinaria delle grandi imprese in crisi under D.Lgs. No. 270 of 8th July 1999,as amended, and D.L. No. 347 of 23rd December 2003, as amended and converted into Law No. 39of 18th February 2004) or, where FFT is the Issuer, the Issuer shall apply for controlled management(gestion contrôlée) or reprieve from payment (sursis de paiement); or

(v) the Issuer or the Guarantor (where applicable) ceases, or threatens to cease, to carry on businessunless such cessation, or threatened cessation, is in connection with a merger, consolidation or anyother form of combination with another company and such company in the case of the Issuer,assumes all obligations of the Issuer under the Notes, and in the case of the Guarantor (whereapplicable), assumes all obligations of the Guarantor under the Guarantee; or

(vi) in the case of Guaranteed Notes only, the Issuer ceases to be controlled directly or indirectly by theGuarantor, for which purpose the Guarantor shall be deemed to control the Issuer only if theGuarantor directly or indirectly, through one or more companies controlled by it within the meaningof this definition, (a) owns more than 50 per cent. of the voting share capital of the Issuer; or (b) haspower to appoint or remove more than 50 per cent. of the board of directors (or other similar seniorsupervisory body) of the Issuer; or

(vii) there shall have occurred a default under any mortgage, indenture or instrument under which theremay be issued or by which there may be secured or evidenced any Indebtedness of the relevant Issuer,the Guarantor (where applicable) or any Material Subsidiary (as defined below in this Condition 10)

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(or the payment of which is guaranteed by the relevant Issuer, the Guarantor (where applicable) orany such Material Subsidiary) which default (A) is caused by a failure to pay the principal, interest orpremium, if any, of any such Indebtedness (including without limitation a such failure under anycalled but unpaid guarantee issued or given by the Issuer, the Guarantor (where applicable) or anysuch Material Subsidiary in respect of any such Indebtedness) whether in the case of a repayment atmaturity, a mandatory prepayment or otherwise, in each case after any applicable grace periodprovided in such Indebtedness or guarantee on the date of such failure (each such failure being a“payment default”), which payment default has not been validly waived in accordance with the termsof such Indebtedness or guarantee and applicable law, provided that the amount unpaid pursuant tosuch payment default, together with the amount unpaid pursuant to any other such payment defaultthat has not been so waived or has not been otherwise validly cured aggregates €100,000,000 or (B)results in the acceleration of such Indebtedness prior to its express maturity, and such acceleration hasnot been validly waived in accordance with the terms of such Indebtedness and applicable law,provided that the principal amount of such Indebtedness so accelerated, together with the principalamount of any such other Indebtedness the maturity of which has been so accelerated and has notbeen waived or otherwise validly cured, aggregates €250,000,000; or

(viii) in the case of Guaranteed Notes only, the Guarantee shall be held in any judicial proceeding (in eachcase being a judgment or order from which no further appeal or judicial review is permissible underapplicable law) to be unenforceable or invalid or shall cease for any reason to be in full force andeffect or the Guarantor shall deny or disaffirm its obligations under the Guarantee, as the case maybe,

then any holder of a Note may, by written notice to the Issuer at the specified office of the Principal PayingAgent, effective upon the date of receipt thereof by the Principal Paying Agent, declare any Notes held bythe holder to be forthwith due and payable whereupon the same shall become forthwith due and payableat the Early Redemption Amount (as described in Condition 7(e)), together with accrued interest (if any) tothe date of repayment, without presentment, demand, protest or other notice of any kind.

For the purposes of this Condition 10, the term “Material Subsidiary” means (A) Fiat Group AutomobilesS.p.A. (and any other person Controlled by Fiat which Fiat Group Automobiles S.p.A. is consolidated ormerged with or into or to whom all or substantially all of the assets of such entity is sold, assigned,transferred, leased or otherwise disposed of); (B) Chrysler Group LLC (and any other person Controlled byFiat which Chrysler Group LLC is consolidated or merged with or into or to whom all or substantially allof the assets of such entity is sold, assigned, transferred, leased or otherwise disposed of); (C) any Memberof the Fiat Group the total assets of which on a stand-alone basis (excluding intra-Group items and asdetermined from the entity’s most recent IFRS financial data used by Fiat in the preparation of its mostrecent audited IFRS consolidated financial statements) constitutes five per cent. or more of the consolidatedtotal assets of the Fiat Group (as determined from Fiat’s most recent audited IFRS consolidated financialstatements); (D) any Treasury Subsidiary or (E) any entity under the direct or indirect Control of Fiat thatdirectly or indirectly Controls a subsidiary that meets the requirements of the preceding clauses (A), (B), (C)or (D), provided that if any such entity Controls such a subsidiary only pursuant to the aggregate ownershiptest specified in the proviso to clause (1) of the definition of “Control”, “Controls” or “Controlled” below,then, and only then, the Issuer and Fiat shall have the right to designate which such entities shall be deemedto so Control such a subsidiary provided that, in each case, such designated entities Control in the aggregatemore than 50 per cent. of the relevant subsidiary’s Voting Stock. For purposes of this definition of “MaterialSubsidiary,” (i) the term “Control”, “Controls” or “Controlled” means (1) the direct or indirect ownership(beneficial or otherwise) of more than 50 per cent. of the Voting Stock of a Person measured by votingpower rather than number of shares, provided that to the extent that no single entity directly owns morethan 50 per cent. of the Voting Stock of a Person, entities with aggregate direct or indirect ownership ofmore than 50 per cent. of the Voting Stock of a Person will be deemed to Control such Person or (2) thepower to appoint or remove all or the majority of the directors or other equivalent officers of a Person and(ii) no Financial Services Subsidiary shall be considered or deemed to be a Material Subsidiary.Notwithstanding the foregoing, a subsidiary shall be considered or deemed to be a Material Subsidiary onlyto the extent that such is located or domiciled in an OECD Country (or, to the extent that the Organisation

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for Economic Co-operation and Development or a successor organisation no longer exists, the countriesthat were members of the relevant organisation on the date such organisation ceased to exist).

For purposes of this Condition 10, the term “OECD Country” means a country that is member of theOrganisation for Economic Co-operation and Development or any successor organisation at the time of theoccurrence of a payment default or acceleration specified in clause (vii) of this Condition 10 (or, to theextent that the Organisation for Economic Co-operation and Development or a successor organisation nolonger exists, at the time the relevant organisation ceased to exist).

For purposes of this Condition 10, “Treasury Subsidiary” means (A) each of Fiat Finance and Trade Ltd.société anonyme, Fiat Finance North America, and Fiat Finance Canada Ltd. and (B) any other subsidiaryof Fiat the primary purpose of which is borrowing funds, issuing securities or incurring Indebtedness. Forthe avoidance of doubt, “Treasury Subsidiary” does not, and shall not be deemed to, include any FinancialServices Subsidiary.

11. REPLACEMENT OF NOTES, COUPONS AND TALONS

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced atthe specified office of the Principal Paying Agent (in the case of Bearer Notes or Coupons) or the Registrar(in the case of Registered Notes) upon payment by the claimant of such costs and expenses as may beincurred in connection therewith and on such terms as to evidence and indemnity as the Issuer mayreasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered beforereplacements will be issued.

12. AGENTS

The names of the initial Agents and their initial specified offices are set out below. If any additional Agentsare appointed in connection with any Series, the names of such Paying Agents will specified in Part B of theapplicable Final Terms.

The Issuer and/or the Guarantor (where applicable) is/are entitled to vary or terminate the appointment ofany Agent and/or appoint additional or other Agents and/or approve any change in the specified officethrough which any Agent acts, provided that:

(a) there will at all times be a Principal Paying Agent, Registrar and, in the case of CMU Notes, a CMULodging and Paying Agent;

(b) so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent, whichmay be the Principal Paying Agent (in the case of Bearer Notes) or, in case of CMU Notes, the CMULodging and Paying Agent and a Transfer Agent, which may be the Registrar (in the case ofRegistered Notes), with a specified office in such place as may be required by the rules and regulationsof the relevant stock exchange;

(c) each of the Issuer and the Guarantor (where applicable) will ensure that it maintains a Paying Agentin an EU member state that will not be obliged to withhold or deduct tax pursuant to EuropeanCouncil Directive 2003/48/EC or any law implementing or complying with, or introduced in order toconform to such Directive; and

(d) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction inwhich the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated.

In addition, the Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall forthwith appoint aPaying Agent having a specified office in New York City in the circumstances described in Condition 6(e).Any variation, termination, appointment or change shall only take effect (other than in the case ofinsolvency or where an Agent is an FFI and does not become, or ceases to be, a Participating FFI or aRegistered Deemed-Compliant FFI, when it shall be of immediate effect) after not less than 30 nor morethan 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition14.

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In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and the Guarantor(where applicable) and do not assume any obligation to, or relationship of agency or trust with, anyNoteholders or Couponholders. The Agency Agreement contains provisions permitting any entity intowhich any Agent is merged or converted or with which it is consolidated or to which it transfers all orsubstantially all of its assets to become the successor agent.

As used herein:

“FFI” (a “foreign financial institution”) means an FFI as defined in U.S. Treasury Regulations section1.1471-1(b)(42);

“Participating FFI” means a participating FFI as defined in U.S. Treasury Regulations section 1.1471-1(b)(85); and

“Registered Deemed-Compliant FFI” means a registered deemed-compliant FFI as described in U.S.Treasury Regulations section 1.1471-5(f)(1).

13. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures,the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of thePrincipal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if suchfurther Coupon sheet does not include Coupons to (and including) the final date for the payment of interestdue in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14. NOTICES

All notices regarding the Bearer Notes will be deemed to be validly given if published in a leading Englishlanguage daily newspaper of general circulation in London; provided, however that in the case of BearerNotes cleared through the CMU Service, notices will be deemed to be validly given if published in a leadingdaily newspaper of general circulation in Hong Kong. It is expected that such publication will be made inthe Financial Times in London or, in the case of Bearer Notes cleared through the CMU Service, either TheStandard or the South China Morning Post in Hong Kong. The Issuer shall also ensure that notices are dulypublished in a manner which complies with the rules and regulations of any stock exchange on which theBearer Notes are for the time being listed. Any such notice will be deemed to have been given on the dateof the first publication or, where required to be published in more than one newspaper, on the date of thefirst publication in all required newspapers.

All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (ifposted to an address overseas) by airmail to the holders (or the first named of joint holders) at theirrespective addresses recorded in the Register and will be deemed to have been given on the fourth day aftermailing and, in addition, for so long as any Registered Notes are listed on a stock exchange and the rulesof that stock exchange so require, such notice will be published in a daily newspaper of general circulationin the place or places required by the rules of that stock exchange.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing theNotes are held in their entirety on behalf of (i) Euroclear and/or Clearstream and/or DTC, be substitutedfor such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstreamand/or DTC for communication by them to the holders of the Notes or (ii) the CMU Service, be substitutedfor such publication in such newspaper(s) the delivery of the relevant notice to the persons shown in a CMUInstrument Position Report issued by the CMU Service on the first business day preceding the date ofdespatch of such notice as holding interests in the relevant Global Note. In addition, for so long as anyNotes are listed or admitted to trading on a stock exchange and the rules of that stock exchange so require,such notice will be published in a daily newspaper of general circulation in the place or places required bythe rules of that stock exchange. Any such notice shall be deemed to have been given to the holders of theNotes on the seventh day after the day on which the said notice was given to Euroclear and/or Clearstreamand/or DTC and/or the CMU Service.

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All notices to the Noteholders will be deemed to be validly given if filed with the CompaniesAnnouncements Office of the Irish Stock Exchange.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in thecase of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent (in thecase of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Notes arerepresented by a Global Note, such notice may be given by any holder of a Note to the Principal PayingAgent or the Registrar through Euroclear and/or Clearstream and/or DTC and/or in the case of Noteslodged with the CMU Service, by delivery by such holder or such notice to the CMU Lodging and PayingAgent in Hong Kong, as the case may be, in such manner as the Principal Paying Agent, the Registrar andEuroclear and/or Clearstream and/or DTC, and/or the CMU Service as the case may be, may approve forthis purpose.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

(a) In the case of Notes issued by Fiat:

In accordance with the rules of the Italian Civil Code, the Agency Agreement contains provisions forconvening meetings of the Noteholders to consider any matter affecting their interests, including thesanctioning by Resolution of a modification of the applicable terms and conditions of the Notes orCoupons or any of the relevant provisions of the Agency Agreement. Subject to compliance withmandatory laws, legislation, rules and regulations of Italy (including, without limitation, LegislativeDecree No. 58 of 24th February 1998 as amended) and the by-laws of the Issuer in force from timeto time, such meeting may be convened by the directors of the Issuer or the Noteholders’Representative (as defined below) at their discretion and, in any event, upon the request of anyNoteholder(s) holding not less than one-twentieth of the aggregate principal amount of the Notes forthe time being remaining outstanding. If the Issuer or the Noteholders’ Representative defaults inconvening such a meeting following such request or requisition by the Noteholders representing notless than one-twentieth of aggregate principal amount of the Notes of any Series for the time beingoutstanding, the same may be convened, upon request by such Noteholders, by decision of thePresident of the competent court, upon having heard the members of the board of directors orstatutory auditors, in case the refusal to convene the meeting appears to be unjustified. Every suchmeeting shall be held at such time and place as provided pursuant to Article 2363 of the Italian CivilCode.

Such a meeting will be validly held (subject to compliance with mandatory laws, legislation, rules andregulations of Italy in force from time to time) if (a) in the case of a sole call meeting, there are oneor more persons present being or representing Noteholders holding at least one-fifth of the principalamount of the outstanding Notes, or (b) in the case of multiple call meetings, (a) in the case of a firstmeeting, there are one or more persons present being or representing Noteholders holding at least onehalf of the aggregate nominal amount of the Notes for the time being outstanding; (b) in the case ofan adjourned meeting, there are one or more persons present being or representing Noteholdersholding more than one third of the aggregate nominal amount of the Notes for the time beingoutstanding; and (c) in the case of a further adjourned meeting, there are one or more persons presentbeing or representing Noteholders holding at least one fifth of the aggregate nominal amount of theNotes for the time being outstanding provided however that the Issuer’s by-laws may in each case (tothe extent permitted under the applicable Italian law) provide for a higher quorum. For the avoidanceof doubt, each meeting will be held as a sole call meeting or as a multiple call meeting depending onthe applicable provisions of Italian law and the Issuer’s By-laws as applicable from time to time.

The majority required to pass a resolution at any meeting (including any adjourned meeting)convened to vote on any resolution will be one or more persons holding or representing at least twothirds of the aggregate nominal amount of the Notes represented at the meeting; provided, however,that certain proposals, as set out in Article 2415 of the Italian Civil Code (including, inter alia, anyproposal of to modify the date of maturity of the Notes or any date for payment of interest thereon,reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes

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or altering the currency of payment of the Notes or the Coupons) may only be sanctioned by aresolution passed at a meeting of Noteholders (including any adjourned meeting) by the higher of (i)one or more persons holding or representing not less than one half of the aggregate principal amountof the outstanding Notes, and (ii) one or more persons holding or representing not less than twothirds of the Notes represented at the meeting, provided that a different majority may be requiredpursuant to Article 2369 paragraph 7, of the Italian Civil Code and the Issuer’s by-laws in each caseto the extent permitted under applicable Italian law. Any resolution duly passed at any such meetingshall be binding on all the Noteholders, whether or not they are present at the relevant meeting, andon all Couponholders.

A representative of the Noteholders (rappresentante comune) (the “Noteholders’ Representative”),subject to applicable provisions of Italian law, shall be appointed pursuant to Article 2417 of theItalian Civil Code in order to represent the Noteholders’ interests under these Conditions and to giveeffect to resolutions passed at a meeting of the Noteholders. If the Noteholders’ Representative is notappointed by a meeting of such Noteholders, the Noteholders’ Representative shall be appointed bya decree of the court where the Issuer has its registered office at the request of one or moreNoteholders or at the request of the directors of the Issuer. The Noteholders’ Representative shallremain appointed for a maximum period of three years but may be reappointed again thereafter.

(b) In the case of Notes issued by FFT, FFC and FFNA:

The Agency Agreement contains provisions for convening meetings of the Noteholders to considerany matter affecting their interests, including the sanctioning by Extraordinary Resolution of amodification of the Notes, the Coupons or any of the provisions of the Agency Agreement. Such ameeting may be convened by the Issuer or Noteholders holding not less than five per cent. in nominalamount of the Notes for the time being remaining outstanding. The quorum at any such meeting forpassing an Extraordinary Resolution is one or more persons holding or representing a clear majorityin nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one ormore persons being or representing Noteholders whatever the nominal amount of the Notes so heldor represented, except that at any meeting the business of which includes the modification of certainprovisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or anydate for payment of interest thereon, reducing or cancelling the amount of principal or the rate ofinterest payable in respect of the Notes or altering the currency of payment of the Notes or theCoupons), the quorum shall be one or more persons holding or representing not less than three-quarters in nominal amount of the Notes for the time being outstanding, or at any adjourned suchmeeting one or more persons holding or representing not less than a clear majority in nominal amountof the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting ofthe Noteholders shall be binding on all the Noteholders, whether or not they are present at themeeting, and on all Couponholders.

The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders orCouponholders, to:

(i) any modification (except such modifications in respect of which an increased quorum isrequired as mentioned above) of the Notes, the Coupons or the Agency Agreement which is notprejudicial to the interests of the Noteholders; or

(ii) any modification of the Notes, the Coupons or the Agency Agreement which is of a formal,minor or technical nature or is made to correct a manifest error or to comply with mandatoryprovisions of the law.

Any such modification shall be binding on the Noteholders and the Couponholders and any suchmodification shall be notified to the Noteholders in accordance with Condition 14 as soon aspracticable thereafter.

Where the Issuer is FFT, the provisions of articles 86 to 94-8 of the Luxembourg law of 10th August1915 on commercial companies, as amended, are hereby excluded.

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16. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders or theCouponholders to create and issue further notes having terms and conditions the same as the Notes or thesame in all respects save for the amount and date of the first payment of interest thereon and so that thesame shall be consolidated and form a single Series with the outstanding Notes.

17. RIGHTS OF THIRD PARTIES

The Notes confer no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term ofthe Notes, but this does not affect any right or remedy of a third party which exists or is available apartfrom that Act.

18. GOVERNING LAW AND SUBMISSION TO JURISDICTION

(a) Governing law: The Agency Agreement, the Guarantee (where applicable), the Deed of Covenant, theDeed Poll, the Notes and the Coupons and any non-contractual obligations arising out of or inconnection with the Agency Agreement, the Guarantee (where applicable), the Deed of Covenant, theDeed Poll, the Notes and the Coupons are governed by, and shall be construed in accordance with,English law.

(b) Submission to jurisdiction: Subject to Condition 18(d), the courts of England have jurisdiction tosettle any disputes which may arise out of or in connection with the Notes and/or the Coupons,including a dispute relating to any non-contractual obligations arising out of or in connection withthe Notes and/or the Coupons, (a “Dispute”) and, accordingly, each of the Issuer and anyNoteholders and Couponholders in relation to any Dispute submits to the jurisdiction of such courts.

(c) For the purposes of this Condition 18, the Issuer hereby irrevocably waives any objection which itmay have now or hereafter to the laying of the venue of any suit, action or proceedings (togetherreferred to as “Proceedings”) in any such court and any claim that any such Proceedings have beenbrought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any suchProceedings brought in the English courts shall be conclusive and binding upon it and may beenforced in the courts of any jurisdiction.

(d) To the extent allowed by law, the Noteholders and the Couponholders may, in respect of any Disputeor Disputes, take (i) Proceedings against the Issuer in any other court of competent jurisdiction, and(ii) concurrent Proceedings in one or more jurisdictions.

(e) Appointment of Process Agent: The Issuer appoints Fiat Finance and Trade Ltd. société anonyme, UKbranch at its registered office for the time being in England as its agent for service of process, andundertakes that, in the event of Fiat Finance and Trade Ltd. société anonyme, UK branch ceasing soto act or ceasing to be registered in England, it will appoint another person as its agent for service ofprocess in England in respect of any Proceedings. The Issuer agrees that failure by a process agent tonotify it of any process will not invalidate service. Nothing herein shall affect the right to serveproceedings in any other manner permitted by law.

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88

Use of ProceedsThe net proceeds from each issue of Notes will be used to finance the activities of the Fiat Group.

Remittance of Renminbi into and outside the PRCThe following is a general description of certain currency controls in the PRC and is based on the law andrelevant interpretations thereof in effect as at the date of this Base Prospectus, all of which are subject tochange, and does not constitute legal advice. It does not purport to be a complete analysis of all applicablecurrency controls in the PRC relating to the Notes. Prospective holders of the Notes who are in any doubtas to PRC currency controls are advised to consult their own professional advisers.

Renminbi is not a freely convertible currency. The remittance of Renminbi into and outside the PRC issubject to controls imposed under PRC law.

Current Account Items

Under PRC foreign exchange control regulations, current account item refers to any transaction forinternational receipts and payments involving goods, services, earnings and other frequent transfers.

Since July 2009, the PRC has commenced a pilot scheme pursuant to which Renminbi may be used forsettlement of imports and exports of goods between approved pilot enterprises in five designated cities inthe PRC including Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designatedoffshore jurisdictions including Hong Kong and the Macau Special Administrative Regions of China(“Macau”). On 17th June 2010, the PRC Government promulgated the Circular on Issues concerning theExpansion of the Scope of the Pilot Program of Renminbi Settlement of Cross-Border Trades(關於擴大跨境貿易人民幣結算試點有關問題的通知) (the “Renminbi Settlement Circular”), pursuant towhich (i) Renminbi settlement of imports and exports of goods and of services and other current accountitems became permissible, (ii) the list of designated pilot districts was expanded to cover 20 provinces andcities and (iii) the restriction on designated offshore districts was lifted. Accordingly, any enterprises in thedesignated pilot districts and offshore enterprises are entitled to use Renminbi to settle imports and exportsof goods and services and other current account items between them. Renminbi remittance for exports ofgoods from the PRC may only be effected by approved pilot enterprises in designated pilot districts in thePRC. In August 2011, the PRC Government further expanded Renminbi cross-border trade settlementnationwide.

As a new regulation, the Renminbi Settlement Circular will be subject to interpretation and application bythe relevant PRC authorities. Local authorities may adopt different practices in applying the RenminbiSettlement Circular and impose conditions for settlement of current account items.

Capital Account Items

Under PRC foreign exchange control regulations, capital account items include cross-border transfers ofcapital, direct investments, securities investments, derivative products and loans. Capital account paymentsare generally subject to approval of the relevant PRC authorities.

Settlements for capital account items are generally required to be made in foreign currencies. For instance,foreign investors (including any Hong Kong investors) are generally required to make any capitalcontribution to foreign invested enterprises in a foreign currency in accordance with the terms set out in therelevant joint venture contracts and/or articles of association as approved by the relevant authorities.Foreign invested enterprises or any other relevant PRC parties are also generally required to make capitalitem payments including proceeds from liquidation, transfer of shares, reduction of capital, interest andprincipal repayment to foreign investors in a foreign currency. That said, the relevant PRC authorities mayapprove a foreign entity to make a capital contribution or a shareholder’s loan to a foreign investedenterprise with Renminbi lawfully obtained by it outside the PRC and for the foreign invested enterprise toservice interest and principal repayment to its foreign investors outside the PRC in Renminbi on a trial basis.The foreign invested enterprise may also be required to complete a registration and verification process withthe relevant PRC authorities before such Renminbi remittances.

On 7th April 2011, the State Administration of Foreign Exchange (“SAFE”) promulgated the Circular onIssues Concerning the Capital Account Items in connection with Cross-Border Renminbi (the “SAFE


89

Circular”), which became effective on 1st May 2011. According to the SAFE Circular, in the event thatforeign investors intend to use cross-border Renminbi (including offshore Renminbi and onshore Renminbiheld in the capital accounts of non-PRC residents) to make a contribution to an onshore enterprise or makepayment for the transfer of an equity interest of an onshore enterprise by a PRC resident, such onshoreenterprise shall be required to submit the relevant prior written consent of the MOFCOM to the relevantlocal branches of SAFE of such onshore enterprise and register for a foreign invested enterprise status.Further, the SAFE Circular clarifies that the foreign debts borrowed, and the external guarantee provided,by an onshore entity (including a financial institution) in Renminbi shall, in principle, be regulated underthe current PRC foreign debt and external guarantee regime.

On 12th October 2011, MOFCOM promulgated the MOFCOM Circular. In accordance with theMOFCOM Circular, MOFCOM and its local counterparts are authorised to approve RMB FDI inaccordance with existing PRC laws and regulations regarding foreign investment, with the followingexceptions which require the preliminary approval by the provincial counterpart of MOFCOM and theconsent of MOFCOM: (i) RMB FDI with the capital contribution in Renminbi of CNY300 million or more;(ii) RMB FDI in financing guarantee, financing lease, micro financing or auction industries; (iii) RMB FDIin foreign invested investment companies, venture capital or equity investment enterprises; or (iv) RMB FDIin the cement, iron and steel, electrolytic aluminum, shipbuilding or other policy sensitive sectors. Inaddition, RMB FDI in the real estate sector is allowed following the existing rules and regulations of foreigninvestment in real estate, although Renminbi foreign debt remains unavailable to foreign invested real estateenterprises. The proceeds of RMB FDI may not be used towards investment in securities, financialderivatives or entrustment loans in the PRC, except for investments in PRC domestic listed companiesthrough private placements or share transfers by agreement under the PRC strategic investment regime.

On 13th October 2011, PBoC promulgated the PBoC FDI Measures, pursuant to which, PBoC specialapproval for RMB FDI and shareholder loans which is required by an earlier circular of PBoC is no longernecessary. The PBoC FDI Measures provide that, among others, foreign invested enterprises are required toconduct registrations with the local branch of PBoC within ten working days after obtaining the businesslicences for the purpose of Renminbi settlement, and a foreign investor is allowed to open Renminbi specialaccounts for designated usage in relation to making equity investment in a PRC enterprise or receivingRenminbi proceeds from distribution (dividends or otherwise) by its PRC subsidiaries. The PBoC FDIMeasures also state that the foreign debt quota of a foreign invested enterprise constitutes its Renminbi debtand foreign currency debt from its offshore shareholders, offshore affiliates and offshore financialinstitutions, and a foreign invested enterprise may open a Renminbi account (人民幣一般存款戶口) toreceive its Renminbi proceeds borrowed offshore by submitting the Renminbi loan contract to thecommercial bank and make repayments of principal of and interest on such debt in Renminbi by submittingcertain documents as required to the commercial bank.

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REMITTANCE OF RENMINBI INTO AND OUTSIDE THE PRC


Fiat Finance and Trade Ltd. société anonymeBUSINESS AND INCORPORATION

Fiat Finance and Trade Ltd. (“FFT”) was formed as a company with limited liability (société anonyme)under the laws of the Grand-Duchy of Luxembourg on 18th June 1997, for an unlimited duration. Itsregistered office is at 24, boulevard Royal, L-2449 Luxembourg, Grand-Duchy of Luxembourg, itstelephone number is + 352 26 20 56 21 and it is registered in the Luxembourg trade and company register(Registre de Commerce et des Sociétés de Luxembourg) under number B-59500. The articles ofincorporation of FFT have been published in the Mémorial C, Journal Officiel du Grand-Duché deLuxembourg, Recueil Spécial des Sociétés et Associations under number C. 384 of 17th July 1997. Thearticles were modified on 9th October 1997 (published in the Mémorial C under number 635 of 13thNovember 1997), on 31st December 1998 (published in the Mémorial C under number 237 of 6th April1999), on 25th June 1999 (published in the Mémorial C under number 705 of 22nd September 1999), on27th November 2000 (published in the Mémorial C under number 514 of 7th July 2001), on 12thNovember 2004 (published in the Mémorial C under number 118 of 9th February 2005) and on 27thJanuary 2006 (published in the Mémorial C under number 792 of 20th April 2006).

FFT, which is approximately 40% owned by Fiat and approximately 60% owned by Fiat Finance S.p.A.,which in turn is a wholly owned subsidiary of Fiat, is the central treasury vehicle for the Fiat Group in theinternational financial markets. Its object, according to Article 3 of its articles of incorporation, is theholding of participations in other companies and/or enterprises and the direct and/or indirect financing ofsuch entities or entities being members of its group.

Effective on 15th December 2011, FFT acquired (i) the entire (aggregate 100%) stakes in FFNA previouslyheld by Fiat and by Fiat Finance S.p.A., and (ii) the entire (100%) stake in FFC previously held by FiatFinance S.p.A. As a result of these acquisitions, FFT became the parent company of a group of companiesformed by FFT and its direct subsidiaries, FFNA and FFC (the “FFT Group”), and beginning from thefinancial year ended 31st December 2011, it started to prepare consolidated financial statements inaccordance with IFRS.

The registered share capital of FFT is €251,494,000, represented by 13,416 shares without a nominal value.

Directors

FFT is managed by a board of directors comprising three members. The names of the directors are listedbelow:

Name Position on Board–––––––––––––––––––––––––––– ––––––––––––––––––––––––––––Leonardo Cecchetti ChairmanJacques Loesch DirectorMarella Moretti Director

The business address for the board of directors is 24, boulevard Royal, L-2449 Luxembourg, Grand-Duchyof Luxembourg.

The directors of FFT do not hold any relevant positions outside the Fiat Group and/or FFT that aresignificant with respect to FFT, and there are no potential conflicts of interest of the members of the boardof directors between their duties to FFT and their private interests and/or other duties.

From 1st January 2012, FFT’s independent auditors are Ernst &Young S.A. FFT’s independent auditors forthe financial year ended 31st December 2011 were Deloitte S.A.

There are no recent events particular to FFT which are to a material extent relevant to the evaluation ofFFT’s solvency.

FFT is in compliance with those corporate governance laws of the Grand-Duchy of Luxembourg to whichit may be subject, if any.

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Financial information relating to the FFT GroupThe following financial information has been extracted from the audited consolidated financial statementsof the FFT Group as of 31st December 2012 and 2011 and for the financial years then ended, prepared inaccordance with IFRS.

The consolidated financial statements as of and for the financial year ended 31st December 2011 are thefirst financial statements that FFT has prepared in accordance with IFRS as a result of its acquisition ofFFNA and FFC on 15th December 2011. For periods up to and including the financial year ended 31stDecember 2010, FFT prepared its financial statements in accordance with Luxembourg GAAP. Since theacquisitions of FFNA and FFC by FFT occurred at the end of the financial year ended 31st December 2011and the results of the acquired entities were not material for the purpose of the FFT Group’s consolidatedincome statement and cash flow statement for the financial year ended 31st December 2011, FFTconsolidated only the statement of financial position of the acquired entities, while the income statementand the cash flow statements refer to the stand-alone financial statements of FFT restated under IFRS. Whennecessary, adjustments have been made to the financial statements of subsidiaries to bring their accountingpolicies into line with those used by other members of the FFT Group.

CONSOLIDATED INCOME STATEMENT

Year ended 31st December2012 2011(*)

(figures in €)(audited)

Revenue from services ........................................................................ 1,269,122 1,113,389Personnel costs .................................................................................... (1,832,102) (1,435,196)Other operating costs.......................................................................... (2,627,924) (2,084,747)Depreciation and amortisation on tangible and intangible assets........ (131,557) (111,269)Financial income ................................................................................ 682,925,117 650,744,358Financial expenses .............................................................................. (727,821,299) (762,313,723)Net gain on financial derivative financial instruments ........................ 49,790,943 115,546,503

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––PROFIT BEFORE TAXES .................................................................. 1,572,300 1,459,315

––––––––––––––– –––––––––––––––Income taxes ...................................................................................... (742,215) (426,036)

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––PROFIT FOR THE YEAR.................................................................. 830,085 1,033,279

––––––––––––––– –––––––––––––––

(*) 2011 values relate only to FFT.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



PROFIT FOR THE YEAR.................................................................. 830,085 1,033,279Translation reserves .......................................................................... (2,929,557) 10,844,195(**)

Cash flow hedges (net of tax).............................................................. (2,773,827) (7,393,123)Income recognised in the cash flow hedge reserve (net effect)........ 3,866,078 –Transfer from cash flow hedge reserve (net effect) ........................ (6,639,905) –

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––TOTAL OTHER COMPREHENSIVE INCOME/(LOSS) .................. (5,703,384) 3,451,072

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––TOTAL COMPREHENSIVE INCOME ............................................ (4,873,299) 4,484,351

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––


(**) This amount contains the 2011 profit to FFNA and FFC, not recognised in the consolidated income statement of 2011.

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FINANCIAL INFORMATION RELATING TO THE FFT GROUP


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31st December2012 2011


ASSETSCURRENT ASSETSCash and cash equivalents .................................................................. 3,670,884,395 3,430,703,252Current loans ...................................................................................... 8,438,217,501 7,779,049,571Other financial assets .......................................................................... 285,822,746 336,592,559Other current assets ............................................................................ 20,707,624 28,591,279Current tax receivables ...................................................................... 4,246 –

––––––––––––––– –––––––––––––––Total current assets ............................................................................ 12,415,636,512 11,574,936,661

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––NON-CURRENT ASSETSNon-current loans .............................................................................. 116,357,889 –Tangible assets .................................................................................... 207,732 231,698Intangible assets .................................................................................. 325,148 25,690Deferred tax assets .............................................................................. 8,072,526 7,445,365

––––––––––––––– –––––––––––––––Total non-current assets .................................................................... 124,963,295 7,702,753

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––TOTAL ASSETS ................................................................................ 12,540,599,807 11,582,639,414

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––EQUITY AND LIABILITIESCURRENT LIABILITIESCurrent borrowings ............................................................................ 3,293,984,595 3,972,523,873Other financial liabilities .................................................................... 89,169,740 30,350,088Other liabilities .................................................................................. 5,136,637 3,979,782Current taxes payable ........................................................................ (115,791) 179,485

––––––––––––––– –––––––––––––––Total current liabilities ........................................................................ 3,388,175,181 4,007,033,228

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––NON-CURRENT LIABILITIESNon-current borrowings .................................................................... 8,867,391,701 7,285,699,963

––––––––––––––– –––––––––––––––Total non-current liabilities ................................................................ 8,867,391,701 7,285,699,963

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––EQUITYShare capital........................................................................................ 251,494,000 251,494,000Legal reserve ...................................................................................... 13,319,000 13,226,000Other reserves and retained profit ...................................................... 19,389,840 24,152,944Profit/(loss) for the year ...................................................................... 830,085 1,033,279

––––––––––––––– –––––––––––––––Total equity ........................................................................................ 285,032,925 289,906,223

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––TOTAL LIABILITIES ........................................................................ 12,540,599,807 11,582,639,414

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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CONSOLIDATED STATEMENT OF CASH FLOWS



A) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,430,703,252 2,707,131,720B) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit for the year .......................................................................... 830,085 1,033,279Depreciation and amortisation ...................................................... 131,557 121,668Gain/loss on disp. of mon. item .................................................... (5,052) (970)Change in deferred income tax ...................................................... (716,309) (331,805)Change in working capital ............................................................ 8,745,025 (18,147,592)

Change in other financial assets ................................................ 7,879,075 (18,914,780)Change in other financial liabilities .......................................... 865,950 767,188

––––––––––––––– –––––––––––––––TOTAL .......................................................................................... 8,985,306 (17,325,420)

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––C) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Cash inflow on acquisition of subsidiaries .................................... – 235,172,739Investments in tangible assets ........................................................ (76,338) (155,180)Investments in intangible assets...................................................... (344,996) –Change in other financial receivables ............................................ 377,751 2,162,277,593Other changes ................................................................................ (2,755,327) 971

––––––––––––––– –––––––––––––––TOTAL .......................................................................................... (2,798,910) 2,397,296,123

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––D) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Net changes in borrowings ............................................................ 1,097,868,070 (3,716,807,598)Change in financial assets and liabilities ........................................ (973,399,197) 2,125,449,048Change in other financial assets and liabilities .............................. 128,288,689 (65,040,621)

Other financial assets ................................................................ 68,613,279 (34,162,537)Other financial liabilities .......................................................... 59,675,410 (30,878,084)

––––––––––––––– –––––––––––––––TOTAL .......................................................................................... 252,757,562 (1,656,399,171)

––––––––––––––– –––––––––––––––Translation exchange differences.................................................... (18,762,815) –

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––E) NET CHANGE IN CASH AND CASH EQUIVALENTS.............. 240,205,563 723,571,532

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––F) CASH AND CASH EQUIVALENTS AT END OF YEAR ............ 3,670,884,395 3,430,703,252

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(figures in 000. €)(audited)

Profit/(loss)Share Legal Retained Cash Flow Translation Other for the

capital reserve profit/(loss) reserve reserve(**) reserves(*) year Equity

EQUITY AT 31.12.2010................ 251,494 13,139 19,043 – – 206 1,540 285,422

ALLOCATION OF PRIOR YEAR PROFITto the Legal reserve .. – 87 (87) – – – – –To Other reserves ...... – – (47) – – 47 – –to Retained profit...... – – 1,540 – – – (1,540) –Total profit................ – – – – – – 1,033 1,033

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Total comprehensive income (loss) ............ – – 730 (7,393) 10,114 – – 3,451

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––EQUITY AT 31/12/2011 .............. 251,494 13,226 21,179 (7,393) 10,114 253 1,033 289,906

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

ALLOCATION OF PRIOR YEAR PROFITto the Legal reserve .. – 93 (93) – – – – –To Other reserves ...... – – (62) – – 62 – –to Retained profit...... – – 1,033 – – – (1,033) –Total profit................ – – – – – – 830 830

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Total comprehensive income (loss) ............ – – – (2,774) (2,929) – – (5,703)

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––EQUITY AT 31/12/2012 .............. 251,494 13,319 22,057 (10,167) 7,185 315 830 285,033

–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

(*) Other reserves consist of Luxembourg net worth tax.

(**) Translation reserve related to the consolidation of FFNA and FFC.

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Financial information relating to Fiat Finance and Trade Ltd.société anonymeThe following financial information has been extracted from the audited annual financial statements of FFTas of 31st December 2012 and 2011 and for the years then ended, prepared in accordance with LuxembourgGAAP:

BALANCE SHEET



ASSETSFIXED ASSETSINTANGIBLE ASSETS ...................................................................... 321,783 21,132

TANGIBLE ASSETSOther fixtures and fittings, tools and equipment............................ 161,953 167,678

FINANCIAL ASSETS.......................................................................... 165,244,409 165,244,409

CURRENT ASSETSDEBTORSAmounts owed by affiliated undertakings

Becoming due and payable after less than one year ...................... 7,950,091,974 7,390,989,524

Other debtorsBecoming due and payable after less than one year ...................... 824,087 926,807

InvestmentsOther investments .............................................................................. 539,695,820 609,901,991

CASH AT BANK AND IN HAND .................................................... 2,313,549,213 2,420,384,113

PREPAYMENTS ................................................................................ 109,965,859 168,164,181––––––––––––––– –––––––––––––––

TOTAL ASSETS ................................................................................ 11,079,855,098 10,755,799,835––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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BALANCE SHEET (continued)



LIABILITIESCAPITAL AND RESERVESSUBSCRIBED CAPITAL RESERVES .................................................. 251,494,000 251,494,000Legal reserve ...................................................................................... 13,319,000 13,226,000Other reserves .................................................................................... 315,500 253,450PROFIT OR LOSS BROUGHT FORWARD ...................................... 22,348,435 20,651,989RESULT FOR THE FINANCIAL YEAR ............................................ 1,216,507 1,851,496

––––––––––––––– –––––––––––––––TOTAL SHAREHOLDERS’ EQUITY .............................................. 288,693,442 287,476,935

PROVISIONSProvisions for taxation........................................................................ 543,178 773,816

NON SUBORDINATED DEBTSDebenture loans

Non-convertible loansBecoming due and payable after less than one year ...................... 1,325,945,328 1,776,399,354Becoming due and payable after more than one year .................... 7,790,399,602 6,257,000,000

Amounts owed to credit institutionsBecoming due and payable after less than one year ...................... 75,012,894 135,668,912Becoming due and payable after more than one year .................... 40,000,000 –

Amounts owed to affiliated undertakingsBecoming due and payable after less than one year ...................... 1,530,146,299 2,278,300,442

Other creditorsBecoming due and payable after less than one year ...................... 342,824 454,874

DEFERRED INCOME........................................................................ 28,771,531 19,725,502––––––––––––––– –––––––––––––––

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY ................ 11,079,855,098 10,755,799,835––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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FINANCIAL INFORMATION RELATING TO FIAT FINANCE AND TRADE LTD. SOCIÉTÉ ANONYME


PROFIT AND LOSS ACCOUNTS

Year ended Year ended 31st December 31st December

2012 2011


CHARGESStaff costsWages and salaries .............................................................................. 987,080 1,307,175Social security costs ............................................................................ 123,328 136,216

––––––––––––––– –––––––––––––––1,110,408 1,443,391

Value adjustmentsOn formation expenses and on tangible and intangible fixed assets .. 108,117 111,269

Other operating charges...................................................................... 1,708,584 2,075,187

Interest payable and similar chargesConcerning affiliated undertakings .................................................... 38,041,229 89,818,646Other interest payable and similar charges ........................................ 651,216,938 631,449,004

––––––––––––––– –––––––––––––––689,258,167 721,267,650

Tax on profit or loss .......................................................................... 490,658 757,841

Profit for the financial year ................................................................ 1,216,507 1,851,496––––––––––––––– –––––––––––––––

TOTAL CHARGES ............................................................................ 693,892,441 727,506,834––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

INCOMEIncome from financial current assetsDerived from affiliated undertakings .................................................. 648,496,850 626,805,836Other income...................................................................................... 16,210,609 23,835,073

––––––––––––––– –––––––––––––––664,707,459 650,640,909

Other interests and other financial incomeDerived from affiliated undertakings .................................................. 589,135 1,087,839Other interest receivable and similar income ...................................... 28,595,847 75,778,086

––––––––––––––– –––––––––––––––29,184,982 76,865,925

––––––––––––––– –––––––––––––––TOTAL INCOME .............................................................................. 693,892,441 727,506,834

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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FINANCIAL INFORMATION RELATING TO FIAT FINANCE AND TRADE LTD. SOCIÉTÉ ANONYME


Fiat Finance Canada Ltd. BUSINESS AND INCORPORATION

Fiat Finance Canada Ltd. (“FFC”) was incorporated on 2nd May 1991 under the Business CorporationsAct of the Province of Alberta, Canada with corporate access number 204927990 and began operations on6th May 1991 for an unlimited duration. Its registered office is at 855 – 2nd Street SW, Suite 3500, Calgary,Alberta T2P 4J8, Canada, and its telephone number is +1 212 207-0956.

FFC is a wholly owned subsidiary of FFT, which in turn is approximately 40% owned by Fiat andapproximately 60% owned by Fiat Finance S.p.A. The sole shareholder of Fiat Finance S.p.A. is Fiat. FFCperforms cash management, investment and corporate finance services and provides working capitalfinancing for Fiat Group companies in Canada.

The authorised share capital of FFC is an unlimited number of common shares without nominal or parvalue. The issued capital is CAN$ 10,099,885 represented by 493 common shares.

Effective on 15th December 2011, FFT acquired (i) the entire (aggregate 100%) stakes in FFNA previouslyheld by Fiat and by Fiat Finance S.p.A., and (ii) the entire (100%) stake in FFC previously held by FiatFinance S.p.A. As a result of these acquisitions, FFT became the parent company of the FFT Group, ofwhich FFC forms a part, and beginning from the financial year ended 31st December 2011, FFT started toprepare consolidated financial statements in accordance with IFRS.

Directors

FFC has a board of directors comprising five members. The names of the directors are listed below:

Name Position on Board–––––––––––––––––––––––––––– ––––––––––––––––––––––––––––Claudio Chiorazzi President, CEO, Secretary and DirectorJ. David A. Jackson DirectorPaul K. Tamaki DirectorDavid J. Toswell DirectorEnrico Zecchini Director

The business address for the board of directors is 855 – 2nd Street SW, Suite 3500, Calgary, Alberta T2P 4J8.

The directors of FFC do not hold any relevant positions outside the Fiat Group and/or FFC which aresignificant with respect to FFC nor do there exist any potential conflicts of interest between their duties toFFC and their private interests and/or other duties.

From 1st January 2012, FFC’s independent auditors are Ernst & Young LLP. FFC’s independent auditorsfor the financial year ended 31st December 2011 were Deloitte & Touche LLP.

There are no recent events particular to FFC which are to a material extent relevant to the evaluation ofFFC’s solvency.

FFC is in compliance with those corporate governance laws of the province of Alberta, and any federal lawsapplicable therein, to which it may be subject, if any.

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Financial information relating to Fiat Finance Canada Ltd.The following financial information has been extracted from the audited annual financial statements of FFCas of 31st December 2012 and 2011 and for the financial years then ended, prepared in accordance withIFRS:

STATEMENTS OF FINANCIAL POSITION

31st December2012 2011

(Thousands of CAN$)(audited)

AssetsCash and cash equivalents .................................................................. 21,545 21,454Prepaid expenses ................................................................................ 12 12

––––––––––––––– –––––––––––––––Total assets ........................................................................................ 21,557 21,466

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––Liabilities & Stockholder’s EquityLiabilities:Current tax liabilities .......................................................................... 10 10Accrued expenses and other liabilities ................................................ 16 28

––––––––––––––– –––––––––––––––Total liabilities .................................................................................... 26 38

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––Stockholder’s equity:Capital stock (no par value; unlimited authorized shares; ..................493 shares outstanding at assigned value) .......................................... 10,100 10,100Retained earnings................................................................................ 11,431 11,328

––––––––––––––– –––––––––––––––Total stockholder’s equity .................................................................. 21,531 21,428

––––––––––––––– –––––––––––––––Total .................................................................................................. 21,557 21,466

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––STATEMENTS OF COMPREHENSIVE INCOME

Year ended 31st December2012 2011

(Thousands of CAN$)(audited)

RevenuesInterest income.................................................................................... 241 281

––––––––––––––– –––––––––––––––Total revenues .................................................................................... 241 281

––––––––––––––– –––––––––––––––ExpensesInterest expense .................................................................................. – 147General and administrative expenses .................................................. 66 72Other expenses.................................................................................... 36 24

––––––––––––––– –––––––––––––––Total expenses .................................................................................... 102 243

––––––––––––––– –––––––––––––––Income before provision for income taxes .......................................... 139 38Provision for income taxes .................................................................. 36 10

––––––––––––––– –––––––––––––––Net income.......................................................................................... 103 28

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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Fiat Finance North America, Inc.BUSINESS AND INCORPORATION

Fiat Finance North America (“FFNA”) was incorporated in the State of Delaware on 5th August 1996, hasa perpetual duration, and began operations on 15th September 1996. Its registered office is at 1209 OrangeStreet, Wilmington, County of New Castle, Delaware, United States of America and its telephone numberis +1 212 207 0910.

FFNA is a wholly owned subsidiary of FFT, which in turn is approximately 40% owned by Fiat andapproximately 60% owned by Fiat Finance S.p.A. The sole shareholder of Fiat Finance S.p.A. is Fiat. FFNAperforms cash management, investment and corporate finance services and provides working capitalfinancing for Fiat Group companies in the United States.

The authorised share capital of FFNA is represented by 5,000 common shares without par value. Thesubscribed capital is U.S.$ 190,090,010 represented by 380 common shares without par value.

In 1999, FFNA issued 230 common shares to Fiat Finance S.p.A. Prior to 1999, FFNA was wholly ownedby I.H.F.-Internazionale Holding Fiat S.A., which held 150 shares. In 2002, Fiat S.p.A. acquired all shares(150) owned by I.H.F. Internazionale Holding Fiat S.A.

Effective on 15th December 2011, FFT acquired (i) the entire (aggregate 100%) stakes in FFNA previouslyheld by Fiat and by Fiat Finance S.p.A., and (ii) the entire (100%) stake in FFC previously held by FiatFinance S.p.A. As a result of these acquisitions, FFT became the parent company of the FFT Group, ofwhich FFNA forms a part, and beginning from the financial year ended 31st December 2011, FFT startedto prepare consolidated financial statements in accordance with IFRS.

Directors

FFNA is managed by a board of directors comprising four members. The names of the directors are set outbelow:

Name Position on Board–––––––––––––––––––––––––––– ––––––––––––––––––––––––––––Claudio Chiorazzi President, CEO, Secretary and DirectorEnrico Zecchini DirectorAntonio Picca Piccon DirectorRoberto Argnani Director

The business address of the board of directors is 7 Times Square Tower, Suite 4306, New York, NY 10036,United States of America.

The directors of FFNA do not hold any relevant positions outside the Fiat Group and/or FFNA, which aresignificant with respect to FFNA; nor do there exist any potential conflicts of interest between their dutiesto FFNA and their private interests and/or other duties.

From 1st January 2012, FFNA’s independent auditors are Ernst & Young LLP. FFNA’s independent auditorsfor the financial year ended 31st December 2011 were Deloitte & Touche LLP.

There are no recent events particular to FFNA which are to a material extent relevant to the evaluation ofFFNA’s solvency.

FFNA is in compliance with those corporate governance laws of the State of Delaware to which it may besubject, if any.

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Financial information relating to Fiat Finance NorthAmerica, Inc.The following financial information has been extracted from the audited annual financial statements ofFFNA, as of 31st December 2012 and 2011 and for the financial years then ended, prepared in accordancewith IFRS:

STATEMENTS OF FINANCIAL POSITION


(Thousands of U.S. dollars)(audited)

AssetsCash and cash equivalents .................................................................. 1,057,155 497,094Amounts owed by affiliated companies .............................................. 797,640 1,291,727Financial derivatives – at fair value .................................................... 187,316 200,998Deferred tax assets .............................................................................. 6,808 9,099Property, plant and equipment ............................................................ 65 89Prepaid expenses and other assets ...................................................... 50 31

––––––––––––––– –––––––––––––––Total assets ........................................................................................ 2,049,034 1,999,038

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––Liabilities and Shareholder’s EquityLiabilities:Bank borrowings ................................................................................ 195,056 145,760Borrowings from affiliated company .................................................. 91,216 128,764Notes payable .................................................................................... 1,560,421 1,523,507Financial derivatives – at fair value .................................................... 893 3,270Accrued expenses and other liabilities ................................................ 380 443

––––––––––––––– –––––––––––––––Total liabilities .................................................................................... 1,847,966 1,801,744

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––Shareholder’s equity:Share capital (no par value; authorised 5,000 shares;380 shares outstanding at assigned value).......................................... 190,090 190,090

Retained earnings................................................................................ 18,200 17,079Cash flow hedge reserve...................................................................... (7,222) (9,875)

––––––––––––––– –––––––––––––––Total shareholder’s equity .................................................................. 201,068 197,294

––––––––––––––– –––––––––––––––Total .................................................................................................. 2,049,034 1,999,038

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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STATEMENTS OF INCOME


(Thousands of U.S. dollars)(audited)

RevenuesInterest income.................................................................................... 78,546 91,793Other income ...................................................................................... 873 869Net result on hedging and trading activities........................................ 3,001 (2,648)

––––––––––––––– –––––––––––––––Total revenues .................................................................................... 82,420 90,014

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––ExpensesInterest expense .................................................................................. 75,328 85,056General and administrative expenses .................................................. 2,079 2,034Other expenses.................................................................................... 2,909 1,055

––––––––––––––– –––––––––––––––Total expenses .................................................................................... 80,316 88,145

––––––––––––––– –––––––––––––––Income before provision for income taxes .......................................... 2,104 1,869Provision for income taxes .................................................................. 983 882

––––––––––––––– –––––––––––––––Net income.......................................................................................... 1,121 987

––––––––––––––– –––––––––––––––––––––––––––––– –––––––––––––––

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FINANCIAL INFORMATION RELATING TO FIAT FINANCE NORTH AMERICA, INC.


The Fiat GroupFiat and its consolidated subsidiaries (the “Fiat Group” or the “Group”) constitute one of the largest privatesector industrial groups in Italy. The Group also has extensive operations in the rest of Europe, NorthAmerica, South America and in other parts of the world. In 1999, Fiat celebrated its centenary, having beenfounded in Turin in 1899 as a manufacturer of automobiles.

Fiat is a società per azioni, or corporation limited by shares, organised under the laws of Italy. Under its currentstatuto, or “by-laws”, Fiat has a duration expiring on 31st December 2100. Fiat’s registered office andprincipal place of business is located at Via Nizza, 250, Turin, Italy (telephone number +39-011-0061111) andit is registered in the Turin Company Register under number 00469580013.

The Group carries out industrial and financial services activities in the automotive sector through companieslocated in approximately 40 countries and has commercial relationships with customers in more than140 countries.

For organisational and financial reporting purposes, the Fiat Group’s core operations are grouped intoregions and operating segments. The Fiat Group’s regions and operating segments (“NAFTA”, “LATAM”,“APAC”, “EMEA”, “Luxury and Performance Brands” and “Components and Production Systems”), andthe remainder of the Group’s activities, are described below.

The market share, ranking and other data discussed below were derived from or based upon a variety ofofficial, non-official and internal sources believed to be reliable, including the following agencies: Italy—Ministero dei Trasporti; Brazil—Associação Nacional dos Fabricantes de Veículos Automotores; France—Association Auxiliaire de l’Automobile Germany—Kraftfahrt Bundesamt; Spain— Dirección General deTráfico; the United Kingdom—Society of Motor Manufacturers and Traders. Sales related to Chrysler’sbrands represent sales to end-customers as reported by Chrysler dealer network.

Effective 1st January 2011, Fiat S.p.A. completed the demerger of a portion of its assets and liabilities toFiat Industrial (the “Demerger”), as further described under “The Demerger” below, thereby creating theFiat Industrial Group.

The Demerger consisted of the transfer by Fiat of a portion of its assets and liabilities to Fiat Industrial inthe form of a scissione parziale proporzionale (in accordance with Article 2506 of the Italian Civil Code).More specifically, under the Demerger, Fiat S.p.A. transferred its shareholdings in companies operating inits former Agricultural and Construction Equipment and the Trucks and Commercial Vehicles businesses,together with FPT Powertrain Technologies’ “Industrial & Marine” business line, along with certainliabilities, to Fiat Industrial, which was incorporated on 15th July 2010 as a preliminary step to thetransaction.

During 2011, Fiat took several major steps to advance its integration with Chrysler and increase its stakein Chrysler from 20% as of the beginning of 2011 to the current 58.5% (53.5% at the end of 2011). Inparticular, on 24th May 2011, Fiat subscribed to an additional 16% (on a fully diluted basis) of the capitalof Chrysler, increasing its interest to 46% (on a fully diluted basis). As a result of the potential voting rightsassociated with options that became exercisable on that date, and which have been exercised as of the dateof this Base Prospectus, Fiat acquired control of Chrysler. As of 1st June 2011, Chrysler’s financial resultshave been consolidated by Fiat, as further described under “The Investment in Chrysler” below.


Prior to the above-mentioned reorganisation, the Fiat Group’s core operations were represented as follows.


105

The Fiat Group’s automobile activities were divided into the following former sectors:

(i) Fiat Group Automobiles: development, production and sale of automobiles (Fiat, Abarth, AlfaRomeo, Lancia and Jeep brands) and light commercial vehicles (Fiat Professional brand);

(ii) Chrysler: design, engineering, production, distribution and sale of passenger cars, utility vehicles(which include sport utility vehicles and crossover vehicles), minivans, pick-up trucks and medium-duty trucks under the brand names Chrysler, Jeep, Dodge, Ram and Fiat as well as the relevantautomotive service parts and accessories (under the Mopar brand); and

(iii) Maserati and Ferrari: development, production and sale of luxury sports cars well-known for theirexclusive characteristics, technology and performance.

The Fiat Group’s components and production systems activities were divided into the following formersectors:

(i) Fiat Powertrain: production of engines and transmissions for passenger cars and light commercialvehicles;

(ii) Magneti Marelli: development and production of automotive components for lighting systems,exhaust systems, suspensions and shock absorbers, engine control units, and electronic systems;

(iii) Teksid: supply of engine blocks, cylinder heads and other cast-iron components for engines, cast-ironcomponents for transmissions, gearboxes and suspensions, and aluminium cylinder heads; and

(iv) Comau: production of industrial automation systems for the automotive industry in the areas ofproduct and process engineering, logistics and management, manufacturing, installation, productionstart-up and maintenance.

Based on the new organisational structure of the Fiat Group, the Fiat Group’s operations relating tomass market brands passenger cars, light commercial vehicles and related parts and services (including,among others, Fiat, Fiat Professional, Abarth, Alfa Romeo, Lancia, Chrysler, Jeep, Dodge, Ram, SRT andMopar) — previously reported under the former Fiat Group Automobiles and Chrysler sectors — are nowrun on a regional basis and attributed to four regions representing four geographical areas: NAFTA (U.S.,Canada and Mexico), LATAM (South and Central America, excluding Mexico), APAC (Asia and Pacificcountries) and EMEA (Europe, Middle East and Africa).

The Fiat Group operations relating to luxury and performance car brands (Maserati and Ferrari) —previously reported under the former Ferrari and Maserati sectors — as well as the Group’s componentsand production systems activities for the automotive industry (Magneti Marelli, Teksid and Comau) —previously reported under the former Fiat Powertrain, Magneti Marelli, Teksid and Comau sectors —continue to be operated on a worldwide basis and are reported under two operating segments based on theirsimilarities and relative size, namely “Luxury and Performance Brands” and “Components and ProductionSystems”. Additionally, powertrain activities (Fiat Powertrain) — previously reported under the former FiatPowertrain sector and formerly part of the Group’s components and production systems activities — havebeen integrated into the operations relating to mass-market brands passenger cars, light commercial vehiclesand related parts and services described in the previous paragraph.

In more detail, under the current organisational structure, the Fiat Group’s activities relating to theautomobiles sector are represented by the following regions and operating segments:

(i) NAFTA (mass-market brands): design, development, production, distribution and sale of automobilesunder the Dodge, Jeep, Ram, Chrysler, SRT and Fiat brand names, and sale of the related parts andaccessories (under the Mopar brand name) in the United States, Canada and Mexico;

(ii) LATAM (mass-market brands): production and sale of passenger cars and light commercial vehiclesand related spare parts under the Fiat and Fiat Professional brand names in South and CentralAmerica, excluding Mexico, and distribution of Chrysler Group brand cars in the same region; inaddition, supply of financial services to the dealer network in Brazil and Argentina, and to the dealer

106

THE FIAT GROUP


network and end-customers of Fiat Industrial Group for the sale of trucks and commercial vehiclesin the those countries;

(iii) APAC (mass-market brands): sale of cars, engines and transmissions and related spare parts under theChrysler Group and Fiat brands mostly in China, Japan, Australia and India, carried out in the regionthrough both subsidiaries and joint ventures; and

(iv) EMEA (mass-market brands): design, development, production and sale of passenger cars and lightcommercial vehicles under the Fiat, Alfa Romeo, Lancia/Chrysler, Abarth and Fiat Professional brandnames and sale of the related spare parts in Europe, the Middle East and Africa, and distribution ofChrysler Group vehicles in the same areas; supply of financial services related to the sale of cars andlight commercial vehicles in Europe, primarily through the 50/50 joint venture Fiat GroupAutomobiles Capital S.p.A. set up with the Crédit Agricole group.

(v) Luxury and Performance Brands: production and sale of luxury sport cars under the Ferrari andMaserati brands, management of the Ferrari racing team and supply of financial services offered inconjunction with the sale of Ferrari brand cars.

The Fiat Group’s activities relating to the components and production systems sector are represented by thefollowing operating segment:

(i) Components and Production Systems: production and sale of lighting components, engine controlunits, suspensions, shock absorbers, electronic systems, and exhaust systems and activities in theplastic moulding components and in the after-market carried out under the Magneti Marelli brandname, cast iron components for engines, gearboxes, transmissions and suspension systems, andaluminum cylinder heads (Teksid), design and production of industrial automation systems andrelated products for the automotive sector (Comau).

Under the Group’s new organisational structure, these above-mentioned regions and operating segmentsreflect the elements of the Group that are regularly reviewed by the Group’s chief executive officer togetherwith the Group Executive Council for making strategic decisions, allocating resources and assessingperformance. The Group Executive Council was formed on 1st September 2011 and includes the senioroperating and corporate leadership of Fiat and Chrysler.

The Fiat Group also includes companies operating in various activities and businesses that are not includedin the above-mentioned regions and operating segments. These activities included in the “Other” line itemof the Group’s segment reporting include companies operating in the publishing (La Stampa dailynewspaper) and communications (Publikompass, a company that sells advertising space for multimediacustomers) areas and Fiat Services S.p.A. (services exclusively to other companies in the Fiat Group and inthe Fiat Industrial Group), in addition to other operating and holding companies.

Based on the new organisational structure of the Group (as described under “The Fiat Group”), the figuresfor 2011 presented for comparative purposes have been restated in order to be presented in accordance withthe new segmentation of the Group’s activities described above.

Furthermore, from the first quarter of the financial year ended on 31st December 2012, in addition toassessing the performance of its regions and operating segments on the basis of trading profit, the Groupalso began assessing performance of its regions and operating segments on the basis of earnings beforeinterest and taxes (“EBIT”) and has decided to report it as a separate line item in the income statement inplace of operating profit. The comparative figures included in the Fiat Group’s consolidated financialstatements as of and for the year ended 31st December 2011 have been restated accordingly. EBIT consistsof trading profit/(loss), results from investments, and other income/(expense) classified as unusual and wasdeemed more appropriate than operating profit as an indicator of performance for the Group and its regionsand operating segments, as it also takes into account the results from investments. Trading profit, on theother hand, which remains unchanged, reflects the results from normal operating activities before takingaccount of the results from investments and unusual items such as gains/(losses) on the disposal ofinvestments, restructuring costs and other income/(expense) classified as unusual.

107

THE FIAT GROUP


The DemergerOn 16th September 2010, the shareholders of Fiat met in an ordinary and extraordinary general meetingand approved the previously announced partial and proportional demerger by Fiat of a portion of its assetsand liabilities to Fiat Industrial, a new public company, and related resolutions. Following the satisfactionof the conditions precedent, the deed of demerger was therefore executed on 16th December 2010 andbecame effective as of 1st January 2011.

The Demerger was executed in accordance with the requirements of Article 2506 of the Italian Civil Code.In particular, the Demerger consisted of the transfer by Fiat of a portion of its assets and liabilities to FiatIndustrial in the form of a scissione parziale proporzionale (as provided for under Article 2506 of the ItalianCivil Code). More specifically, the assets and liabilities transferred to Fiat Industrial included shareholdingsin certain entities as well as certain other assets and liabilities (financial receivables and payables)comprising a portion of the net debt of Fiat.

Pursuant to the Demerger, holders of Fiat ordinary, preference and savings shares were granted, withouthaving to pay any consideration, an equivalent number of shares in Fiat Industrial of the same class andhaving the same characteristics as those held in Fiat. Therefore, one ordinary, preference or savings share ofFiat Industrial was allotted for each share of the same class held in Fiat.

In relation to the 38,568,458 Fiat shares held by Fiat, as of the effective date, Fiat was allotted an equivalentnumber of ordinary shares in Fiat Industrial (in addition to the 80,000 Fiat Industrial shares already heldby Fiat prior to the Demerger), representing 3.02% of Fiat Industrial’s share capital after the Demerger.

Significant effects of the Demerger for Fiat

Under the Demerger, Fiat transferred its shareholdings in companies operating in the Fiat Group’s formerAgricultural and Construction Equipment and Trucks and Commercial Vehicles businesses to FiatIndustrial, in addition to the Fiat Group’s former “Industrial & Marine” business line of FPT PowertrainTechnologies. Consequently, from the Demerger until the date of the consolidation of Chrysler, Fiat’sactivities consisted of the automobiles businesses (including, prior to the Fiat Group’s reorganisation of itsbusinesses described in “The Fiat Group” above, the former Fiat Group Automobiles, Ferrari and Maseratisectors), the automobile-related Components and Production Systems businesses (including the formerMagneti Marelli, Teksid and Comau sectors, and the Passenger & Commercial Vehicles business line of theformer FPT Powertrain Technologies sector), as well as all publishing and services activities. From theconsolidation of Chrysler onwards, the automobiles businesses also include Chrysler. The financial resultsof Fiat as of and for the financial years ended 31st December 2011 and thereafter are, therefore, based solelyon the performance of those businesses, and as of the financial years ended 31st December 2012, reflect thereorganisation of such businesses into new segments as described in “The Fiat Group” above.

Continuing relationship between the Fiat Group and the Fiat Industrial Group

The Fiat Group includes several companies that provide a variety of services (e.g. accounting, payroll, tax,etc.), on standard market terms, to the various Fiat Industrial Group sectors. Those companies remainedpart of the Fiat Group following the Demerger, but they will also continue to provide services to the sectorstransferred to the Fiat Industrial Group.

Additionally, in recent years the Fiat Group had significantly strengthened the collaboration among sectors,including through the creation of centralised functions, and had achieved significant synergies andefficiencies in areas such as purchasing, research and development and world-class manufacturingprogrammes. This collaboration, which had led to significant improvements in terms of efficiency, iscontinuing and is expected to continue, including as between companies of the Fiat Group and companiesthat are now part of the Fiat Industrial Group.

With regards to treasury management, the two groups resulting from the Demerger will continue to accesscapital markets independently through their centralised treasury operations led by Fiat Finance S.p.A. andFiat Industrial Finance S.p.A., respectively.

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The Investment in ChryslerIn the second half of 2008, the U.S. automotive industry entered a period of dramatic decline in vehicle salesdue primarily to the global credit crisis and a deep recession in the U.S. Chrysler’s predecessor company(“Old Carco”) was heavily impacted by the global credit crisis and recession in the U.S. and thereforerequested financial assistance from the U.S. government.

On 20th January 2009, Old Carco and Fiat announced that they had reached a preliminary non-bindingagreement which could serve as the basis for a future alliance between the two groups. The alliance wouldhave been mainly centered on the provision of technology by Fiat and the acquisition by Fiat of an equityinterest in Old Carco.

On 30th March 2009, after having reviewed the restructuring plan submitted by Old Carco, U.S. PresidentBarack Obama announced that his administration’s automotive task force had concluded that Old Carcowas not viable as a stand-alone company, but that the proposed alliance with Fiat could enable Old Carcoto become viable by manufacturing more fuel-efficient vehicles using Fiat’s technology and to benefit fromFiat’s managerial experience. The Obama administration indicated that it would consider providingadditional financial support if Old Carco were able to achieve the identified concessions from allconstituents and reach an acceptable alliance agreement with Fiat within 30 days.

Following this indication of support, Fiat, U.S. Treasury, Old Carco, and the U.S. and Canadian tradeunions (the United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) andthe National Automobile, Aerospace and Transportation and General Workers Union of Canada (“CAW”))entered into negotiations to finalise the various agreements. Certain secured creditors of Old Carco refusedto accept a reduction in the value of the debt they held; therefore, it was determined to complete thetransaction through a Chapter 11 bankruptcy process (pursuant to the U.S. Bankruptcy Code).

On 30th April 2009, Old Carco and Fiat, inter alia, entered into a master transaction agreement,subsequently amended and integrated, which, together with other related documents, sets out the terms ofthe global strategic alliance between Fiat and Chrysler (the “Master Transaction Agreement”). Pursuant tothe Master Transaction Agreement, Chrysler Group LLC, formed on 28th April 2009 to complete thetransactions contemplated under the Master Transaction Agreement, agreed to purchase, inter alia, theprincipal operating assets of the Old Carco, as well as to assume certain of Old Carco’s liabilities.

On 10th June 2009, Fiat entered into a master industrial agreement with Chrysler (hereafter, the “MasterIndustrial Agreement”) pursuant to which the industrial alliance was finalised. Under the alliance, theparties agreed to collaborate on a number of fronts, including product and platform sharing anddevelopment, global distribution, procurement, information technology infrastructure and processimprovement. In particular, this alliance provided and provides that Chrysler, as part of the said alliance,have access to certain of Fiat’s car platforms (subject to any restrictive agreement entered into by Fiat withany third party), vehicles, products and technology, produce certain of Fiat’s vehicle models in the NAFTAregion, in addition to being granted the license for the NAFTA region to produce certain engines andtransmission systems and be obligated to make royalty payments to Fiat related to the intellectual propertythat was contributed by Fiat. The royalty payments are calculated based on a percentage of the material costof the vehicle, or portion of the vehicle or component, in which Fiat intellectual property is used. Theagreements also contemplate that Fiat should provide management services to Chrysler, enabling it tobenefit from Fiat’s expertise in operational and industrial recovery; Fiat should also enable Chrysler tobenefit from the integration of its purchasing activities into those of Fiat; Fiat will manage distribution ofChrysler vehicles outside of the NAFTA region, providing it access to Fiat’s distribution network in thosecountries where Chrysler currently had only a limited presence.

On 10th June 2009, Chrysler issued membership interests to each of its original members as follows:

– to Fiat, no. 200,000 Class B Membership Interests (as defined below) initially representing a 20%interest in the capital of Chrysler;

109


– to several special purpose companies formed by the United Auto Workers’ Retiree Medical BenefitsTrust (the “VEBA Trust”), an aggregate of no. 676,924 Class A Membership Interests (as definedbelow) initially representing a 67.69% interest in the capital of Chrysler;

– to the U.S. Department of the Treasury (hereafter “U.S. Treasury”), no. 98,461 Class A MembershipInterests (as defined below) initially representing a 9.85% interest in the capital of Chrysler; and

– to Canada CH Investment Corporation, a company whose capital is wholly owned by a Canadianfederal Crown Corporation (hereafter “Canada CH”), no. 24,615 Class A Membership Interestsinitially representing a 2.46% interest in the capital of Chrysler.

The membership interests in Chrysler originally held by the U.S. Treasury, Canada CH and the VEBA Trust,the “Class A Membership Interests.”

The membership interests in Chrysler originally held by Fiat representing from 20% to 35% of theownership interest in Chrysler in exchange for rights to intellectual property, the “Class B MembershipInterests.”

The rights attached to these original Class B Membership Interests were to automatically increase by anadditional aggregate increase of 15%, in 5% increments, of Chrysler’s capital at the occurrence of each ofthree events (hereafter the “Performance Events” or “Class B Events”). The assignment of the further rightsattached to the Class B Membership Interests at the occurrence of the Performance Events did not requireany cash investment from Fiat or commitment to fund Chrysler in the future.

The three Performance Events, known as Technological Event, the Distribution Event and the EcologicalEvent, occurred, respectively, in January 2011, April 2011 and January 2012 and therefore Fiat increasedits stake in Chrysler accordingly.

Fiat was also entitled to acquire additional newly-issued Class A Membership Interests such that its totalmembership interest could increase by up to 16% of the total ownership interests in Chrysler, fully diluted(the “Incremental Equity Call Option”). This acquisition was carried out through the issuance by Chryslerof no. 261,225 additional Class A Membership Interests on 24th May 2011 and payment by Fiat of US$1,268,000,000. As a result this transaction and the potential voting rights associated with options thatbecame exercisable on that date, and which have been exercised as of the date of this Base Prospectus asdescribed below, Fiat acquired control of Chrysler. As of 1st June 2011, Chrysler’s financial results havebeen consolidated by Fiat.

In addition, Fiat was granted the following call options on the Class A Membership Interests owned by theother members of Chrysler. In particular, Fiat had an option to purchase:

– pursuant to the call option agreement entered into 10th June 2009 by, among others, Fiat and theVEBA Trust (the “Call Option Agreement”), 40% of the VEBA Trust’s interest in Chrysler issued tothe VEBA Trust as of 10th June 2009 (the “Covered Interest”), which option may be exercised from1st July 2012 until 30th June 2016, semi-annually, in tranches not exceeding, for each exercise, 20%of the Covered Interest (the “VEBA Call Option”); and

– the entire interest held in Chrysler by the U.S. Treasury, which could be exercised in the 12 monthsfollowing the repayment of Chrysler’s debt to the U.S. and Canadian governments (the “UST CallOption”).

On 27th May 2011, Fiat gave irrevocable notice to the U.S. Treasury that Fiat intended to exercise the USTCall Option over the 6% ownership interests (on a fully-diluted basis) in Chrysler held by the U.S. Treasury.On 21st July 2011, Fiat purchased the entire interest in Chrysler held by the U.S. Treasury for cashconsideration of US$500 million, and the entire interest in Chrysler held by the Canadian government forcash consideration of US$125 million. Following the purchase of the U.S. Treasury and Canadiangovernment ownership interests, Fiat held approximately 53.5% (fully diluted) of the ownership interestsin Chrysler, which increased to 58.5% following the occurrence of the Ecological Event in January 2012.

110

THE INVESTMENT IN CHRYSLER


In addition, on 3rd June 2011, the U.S. Treasury assigned to Fiat all interests in the agreement entered intobetween U.S. Treasury and the VEBA Trust on 10th June 2009, for a price of US$75 million (the “EquityRecapture Agreement”).

Under the Equity Recapture Agreement, the holder retains the economic benefits associated with theChrysler ownership interests held by the VEBA Trust above a specified threshold (equal to $4.25 billion plus9% per annum compounded annually from 1st January 2010). Under the Equity Recapture Agreement, anyproceeds to the VEBA Trust from its Chrysler membership interests that exceed the specified threshold arepaid over to the holder along with any membership interests retained at the time in excess of that threshold.In addition, the holder has a right to purchase all of the membership interests retained by the VEBA Trustfor a purchase price equal to the specified threshold less any proceeds previously received by the VEBA Trustfrom its membership interests in Chrysler. The rights which Fiat acquired pursuant to this transaction arein addition to the VEBA Call Option. The Equity Recapture Agreement expires on the earlier of (i) 31stDecember 2018 or (ii) payment of all amounts or transfer of all interests in excess of the specified thresholdto the holder.

On 3rd July 2012, Fiat exercised the first tranche of the VEBA Call Option. This exercise for the initialtranche of Chrysler equity represented approximately 3.3% of Chrysler’s outstanding equity. In accordancewith the Call Option Agreement, the exercise price for such purchase is determined based on a marketmultiple (not to exceed Fiat’s multiple) applied to Chrysler’s reported EBITDA for the most recent fourquarters less net industrial debt. While the VEBA Trust has not disputed Fiat’s right to purchase such equityinterest, Fiat and the VEBA Trust have not reached an agreement on the price to be paid by Fiat for suchstake pursuant to the Call Option Agreement. As a result, on 26th September 2012, Fiat announced that itsfully-owned subsidiary Fiat North America LLC (“FNA”) sought a declaratory judgment in the DelawareCourt of Chancery to confirm the price to be paid for such equity interest in Chrysler in accordance withthe Call Option Agreement. A determination by the Court is currently expected within the next months.Following the consummation of the purchase of this first tranche, Fiat will hold 61.8% of the outstandingequity in Chrysler.

On 3rd January 2013, Fiat exercised the second tranche of the VEBA Call Option to purchase an additionalinterest in Chrysler, representing approximately 3.3% of Chrysler’s outstanding equity. The exercise pricethat Fiat is required to pay for such purchase is determined based on a market multiple (not to exceed Fiat’smultiple) applied to Chrysler’s EBITDA for the most recent four quarters less net industrial debt. Thisamount is reduced pursuant to the Call Option Agreement by a contingent value rights settlement price(which, pursuant to Section 2.2(f) of the Call Option Agreement, cannot be less than 10% or more than20% of the VEBA Call Option exercise price). Fiat’s calculation of the net amount to be paid for thepurchase of this second tranche of the VEBA Trust’s interest in Chrysler is US$ 198 million. Following theconsummation of this purchase and the one described in the preceding paragraph, Fiat will hold 65.17% ofthe outstanding equity in Chrysler.

On 9th January 2013, Chrysler announced its receipt of a “registration demand” from the VEBA Trustpursuant to the terms of the shareholders’ agreement, entered into on 10th June 2009, by , among others,FNA, the VEBA Trust and Chrysler (the “Shareholders’ Agreement”). The demand requests the registration,pursuant to the Securities Act, of 270,769.6 Class A Membership Interests in Chrysler currently owned bythe VEBA Trust, representing approximately 16.6% of Chrysler’s outstanding equity. Despite the fact thatFNA will comply and cooperate with Chrysler and the VEBA Trust in order to pursue such registration,there can be no assurance that a registration statement will be filed with the Securities and ExchangeCommission, or that if filed, that any offering will be made or as to the timing of any such offering. Thesecurities that are part of such offerings may not be sold nor may offers to purchase be accepted prior tothe time that a registration statement under the Securities Act becomes effective. Such offering will be madeonly by means of a prospectus.

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THE INVESTMENT IN CHRYSLER


Selected Financial and Statistical Information Relating to theFiat GroupThe following tables set forth certain key financial and operating data for the Fiat Group as of and for thefinancial years ended 31st December 2012 and 2011.

The financial information presented below has been extracted from the audited consolidated financialstatements of Fiat Group as of and for the financial years ended 31st December 2012 and 31st December2011. Both sets of financial statements have been prepared in accordance with IFRS and are incorporatedby reference herein. Investors are advised to review the full financial statements before making anyinvestment decision.

Following the acquisition of an incremental 16% ownership interest in Chrysler (fully diluted), in additionto potential voting rights associated with options that became exercisable thereafter, Fiat acquired controlof Chrysler and Chrysler’s financial results were consolidated by Fiat from 1st June 2011. The Fiat Groupfinancial statements as of and for the financial year ended 31st December 2011 include Chrysler for theseven month-period beginning 1st June 2011 and ending 31st December 2011, while the Fiat Groupfinancial statements as of and for the financial year ended 31st December 2012 include Chrysler for theentire financial year. As a result, the Fiat Group financial statements as of and for the year ended 31stDecember 2012 are not directly comparable to the Fiat Group financial statements as of and for the yearended 31st December 2011. Fiat and Chrysler will continue to manage financial matters, including fundingand cash management, separately.


Based on the new organisational structure of the Group (as described under “The Fiat Group”), the figuresfor 2011 presented for comparative purposes have been restated in order to be presented in accordance withthe new segmentation of the Group’s activities.

Furthermore, from the first quarter of the financial year ended on 31st December 2012, in addition toassessing the performance of its regions and operating segments on the basis of trading profit, the Groupalso began assessing performance of its regions and operating segments on the basis of earnings beforeinterest and taxes (“EBIT”) and has decided to report it as a separate line item in the income statement inplace of operating profit. The comparative figures included in the Fiat Group’s consolidated financialstatements as of and for the year ended 31st December 2011 have been restated accordingly. EBIT consistsof trading profit/(loss), results from investments, and other income/(expense) classified as unusual and wasdeemed more appropriate than operating profit as an indicator of performance for the Group and itsregions and operating segments, as it also takes into account the results from investments. Trading profit,on the other hand, which remains unchanged, reflects the results from normal operating activities beforetaking account of the results from investments and unusual items such as gains/(losses) on the disposal ofinvestments, restructuring costs and other income/(expense) classified as unusual.

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2012 2011(1)

(audited)

(in millions of Euro, exceptemployee numbers

and per-share amounts)

Net revenues .......................................................................................................... 83,957 59,559Trading profit/(loss) ................................................................................................ 3,814 2,392EBIT(*) .................................................................................................................... 3,677 3,467Profit/(loss) before taxes ........................................................................................ 2,036 2,185Profit/(loss) for the year.......................................................................................... 1,411 1,651Attributable to:Owners of the parent .......................................................................................... 348 1,334Non-controlling interests ...................................................................................... 1,063 317

Basic earnings/(loss) per ordinary share(2) (in Euro) ................................................ 0.286 1.101Diluted earnings/(loss) per ordinary share(2) (in Euro) ............................................ 0.284 1.093Investments in tangible and intangible assets.......................................................... 7,534 5,528of which: Capitalised R&D costs ........................................................................ 2,138 1,438

R&D expenditure(3) ................................................................................................ 3,295 2,175Net industrial (debt)/cash ...................................................................................... 6,545 5,529

(*) Trading profit/(loss) plus result from investments and unusuals.

(1) Following the acquisition of an incremental 16% ownership interest in Chrysler (fully diluted), in addition to potential voting rightsassociated with options that became exercisable thereafter, Chrysler’s financial results were consolidated by Fiat from 1st June 2011.

(2) For 2011, the calculation assumes the conversion of all Fiat’s preference and savings shares into ordinary shares on 1st January. Forprior years, comparable data is not available.

(3) Includes capitalised R&D and R&D charged directly to the income statement.

SELECTED DATA BY REGION

Revenues(*)

Number of Number of Number of R&D (in millions)Employees Plants Centres of Euro)

———–——————– ——–———————– ———–——————– ——––———————–2012 2011 2012 2011 2012 2011 2012 2011(1)

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Italy .................................... 61,858 62,583 44 46 37 38 7,275 9,258Europe excluding Italy ........ 26,767 25,140 33 33 15 14 12,999 13,720North America.................... 73,713 60,348 48 47 16 16 45,348 21,505South America .................... 46,949 44,668 19 19 5 5 11,805 11,383Other regions...................... 5,549 4,282 14 10 4 4 6,530 3,693

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––Total .................................. 214,836 197,021 158 155 77 77 83,957 59,559

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––(1) Includes Chrysler from 1st June 2011.

(*) In addition to mass-market brands, revenues for each region also include the Luxury and Performance Brands operating segment, aswell as the Components and Productions Systems operating segment.

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SELECTED FINANCIAL AND STATISTICAL INFORMATION RELATING TO THE FIAT GROUP


Financial Review of the GroupThe financial information presented below has been extracted from the audited consolidated financialstatements of the Fiat Group as of and for the financial years ended 31st December 2012 and 2011. Bothsets of financial statements have been prepared in accordance with IFRS and are incorporated by referenceherein. Investors are advised to review the full financial statements before making any investment decision.


As a result of the acquisition of majority ownership of Chrysler occurred on 21st July 2011 and consistentwith the objective of enhancing the operational integration of Fiat and Chrysler — as previously announced— Fiat has undertaken significant organisational changes that became effective on 1st September 2011. Theeffects of these organisational changes on the composition of the Fiat Group have been reflected in its IFRS8 segment reporting from the first quarter of financial year ended on 31st December 2012.

Based on the new organisational structure of the Group (as described under “The Fiat Group”), the figuresfor 2011 presented for comparative purposes have been restated in order to be presented pursuant to thenew segmentation of the Group’s activities.


Major financial highlights in 2012 included:

• The Fiat Group’s net revenues were €83,957 million, while €59,559 million was recorded in 2011.

• The Fiat Group’s trading profit were €3,814 million, whereas €2,392 million was recorded in 2011.

• The trading margin was 4.5%, as compared to 4.0% in 2011.

• The Fiat Group recorded a net profit of €1,411 million, as compared to a net profit of €1,651 millionin 2011.

Principal Transactions that affected the Scope of Consolidation in 2012

• In early January 2012, Fiat announced that the “Ecological Event” (the third performance eventestablished in Chrysler’s operating agreement, as amended) had been achieved, leading to a further5% increase of its holding in Chrysler. At 31st December 2012, Fiat held a 58.5% ownership interestin Chrysler.

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• AKAT Automotive Distribution Company Private Limited, whose name was subsequently changed toFiat Group Automobiles India Private Limited, was established in India and will assume responsibilityfor all commercial, distribution and service related activities from the current joint Tata Motors Fiatdealerships assigned to manage the Fiat brand. The investment was initially measured at cost and nowis consolidated on a line-by-line basis.

• Some minor subsidiaries belonging to the Components and Productions System operating segmentand the company FGA Austro Car GmbH belonging to the EMEA region, whose total assets andrevenues are not material for the Group, were consolidated on a line by line basis.

OPERATING PERFORMANCE OF THE GROUP


(in millions of Euro)

(audited)

Net revenues .......................................................................................................... 83,957 59,559Cost of sales .......................................................................................................... 71,474 50,704Selling, general and administrative expenses .......................................................... 6,731 5,047Research and development .................................................................................... 1,835 1,367Other income/(expenses) ........................................................................................ (103) (49)TRADING PROFIT/(LOSS) .................................................................................. 3,814 2,392

———— ————Result from investments ........................................................................................ 107 131Gains (losses) on disposal of investments .............................................................. (91) 21Restructuring costs ................................................................................................ 15 102Other unusual income/(expense) ............................................................................ (138) 1,025EBIT(1) .................................................................................................................... 3,677 3,467

———— ————Financial income/(expense) .................................................................................... (1,641) (1,282)PROFIT/(LOSS) BEFORE TAXES ........................................................................ 2,036 2,185

———— ————Income taxes .......................................................................................................... 625 534PROFIT/(LOSS) .................................................................................................... 1,411 1,651

———— ———————— ————(*) Following the acquisition of an incremental 16% ownership interest in Chrysler (fully diluted), in addition to potential voting rights

associated with options that became exercisable thereafter, Chrysler’s financial results were consolidated by Fiat from 1st June 2011.

(1) Trading profit/(loss) plus result from investments and unusuals.

In the review that follows, the figures for the financial year ended 31st December 2011 have been extractedfrom the financial statements as of and for the financial year ended 31st December 2011, which includeChrysler for the seven month-period beginning 1st June 2011 and ending 31st December 2011, while thefigures for the financial year ended 31st December 2012 have been extracted from the financial statementsas of and for the financial year ended 31st December 2012, which include Chrysler for the entire financialyear. As a result, the figures referred to in the discussion below, other than the figures for the Luxury andPerformance Brands and Components and Production Systems operating segments, are not directlycomparable.

For 2012, the Group’s net revenues totalled €83,957 million, whereas in the prior year the Group postednet revenues of €59,559 million. Strong performance was reported in NAFTA and APAC. LATAM remainedstrong, while EMEA suffered from the continued deterioration in European demand, particularly in Italy.Luxury and Performance Brands posted a 7% increase in revenues to €2.9 billion, mainly driven by growthin North America and in the Asia Pacific region. For Components and Production Systems, revenues weresubstantially in line with 2011 at €8.0 billion.

Trading profit totalled €3,814 million for 2012 and €2,392 million in 2011. For the NAFTA region, tradingprofit was €2,693 million, driven by strong volume growth, positive pricing and favourable currency

115

FINANCIAL REVIEW OF THE GROUP


translation. LATAM performed to expectations, posting €1,063 million of trading profit, maintaining adouble-digit trading margin despite cost inflation, pricing pressure and unfavourable currency translationimpacts, only partially offset by higher volumes and efficiency gains. APAC reported a trading profit of€260 million. EMEA recorded a trading loss of €704 million, with cost containment actions only partiallymitigating the impact of reduced volumes and pricing pressures. Growth for Luxury and PerformanceBrands continued, with trading profit improving by €40 million to €392 million. Components andProduction Systems contributed €176 million.

Income from investments totalled €107 million for 2012, down from €131 million for 2011. The figureprimarily relates to the Group’s share of the profit or loss of investees recognised using the equity method(€94 million in 2012 versus €146 million in 2011). Income from investments consisted of the following:investments in EMEA, €160 million (€160 million in 2011); investment in RCS MediaGroup S.p.A., -€68million (-€2 million in 2011); investments in the Components and Production Systems operating segment,€2 million (-€15 million in 2011); other, €13 million (-€12 million in 2011).

Net losses on the disposal of investments totalled €91 million in 2012, as compared with net gains of €21million in 2011, related to the write-down of the investment in the Société Européenne de Vehicules Légersdu Nord – SevelNord S.A. (“SevelNord”) joint venture.

Restructuring Costs totalled €15 million for 2012, compared to €102 million for 2011, and mainlyconsisted of costs recognised for the EMEA region (€43 million), the Components and Production Systemsoperating segment (€7 million) and other companies (€13 million), net of the reversal of €48 million inrestructuring charges previously recognised for the NAFTA region.

Other unusual expense totalled €138 million for 2012 and primarily included provisions for disputes relatedto activities which were terminated in prior years and costs related to the resolution of the SevelNord jointventure and to the rationalisation of relationships with certain suppliers. In 2011, the Group reported otherunusual income (net) of €1,025 million. Unusual income totalled €2,100 million, of which €2,017 millionrelated to the measurement at fair value of the 30% ownership interest held in Chrysler prior to theacquisition of control and of the right to receive an additional 5% ownership interest following achievementby Chrysler of the third Performance Event, which occurred in early January 2012 (for further informationsee “The Investment in Chrysler” above). Unusual expense totalled €1,075 million, of which €855 millionexcluding Chrysler, was largely attributable to the impact on Fiat’s businesses of the strategic realignmentwith Chrysler’s manufacturing and commercial activities, and to one-off charges mainly related to therealignment of certain minor activities of the Group.

EBIT was €3,677 million for 2012, with €3,467 million being recorded in 2011. For mass-market brands,EBIT by region was as follows: NAFTA €2,741 million (€1,087 million in 2011), LATAM €1,032 million(€1,331 million in 2011), and APAC €255 million (€63 million in 2011). EMEA reported a €738 millionloss (€544 million net of unusual items), while a €941 million loss was recorded in 2011 (€397 million netof unusual items).

Net financial expense totalled €1,641 million for the year, compared with €1,282 million for 2011.Excluding Chrysler, net financial expense was €825 million, compared with €796 million for 2011. Net ofthe impact of the mark-to-market of the Fiat stock option-related equity swaps (a €34 million gain for 2012and €108 million loss for 2011), net financial expense increased by €171 million, mainly reflecting highernet debt levels.

Profit before taxes was €2,036 million for 2012, compared with the €2,185 million recorded in 2011.Excluding Chrysler, there was a loss of €621 million, compared with a profit of €1,470 million in 2011. Netof unusual items, the loss was €360 million, compared with a profit of €381 million in 2011; the €741million reduction reflects a €692 million decrease in trading profit and a €29 million increase in net financialexpense.

Income taxes totalled €625 million for 2012, an increase from the €534 million recorded in 2011. ExcludingChrysler, income taxes were €420 million and related primarily to the taxable income of companiesoperating outside Europe and employment-related taxes in Italy.

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Net profit was €1,411 million for the year, as compared with €1,651 million for 2011. Excluding Chrysler,there was a net loss of €1,041 million, compared with a €1,006 million profit for 2011; excluding unusualitems, the loss totalled €780 million compared with a €106 million loss for 2011.

Profit attributable to owners of the parent amounted to €348 million (€1,334 million in 2011).

Following is a summary of the principal components of EBIT, broken down by region and operatingsegment:

Result from UnusualTrading profit (loss) investments income/(expense) EBIT(2)

———–——————– ——–———————– ———–——————– ——––———————–2012 2011(*) 2012 2011(*) 2012 2011(*) 2012 2011(*)

––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

(€ million)

NAFTA .............................. 2,693 1,008 - 4 48 75 2,741 1,087LATAM .............................. 1,063 1,356 - - (31) (25) 1,032 1,331APAC.................................. 260 88 (5) (25) - - 255 63EMEA ................................ (704) (557) 160 160 (194) (544) (738) (941)Luxury and Performance

Brands ............................ 392 352 - - - 6 392 358Components and

Production Systems ........ 176 217 2 (15) (11) (312) 167 (110)Other .................................. (85) (74) (52) 5 (12) (39) (149) (108)Eliminations and

adjustments .................... 19 2 2 2 (44) 1,783(1) (23) 1,787––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Total for the Group ............ 3,814 2,392 107 131 (244) 944 3,677 3,467––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

(*) Includes Chrysler from 1st June 2011.

(1) Includes €2,017 million unusual income from the measurement of the stake in Chrysler upon acquisition of control, net of the relatedrevaluation of Chrysler’s inventories of €220 million which was recognised in the income statement in June.


In the review that follows, net revenues, trading profit and EBIT are discussed by region and operatingsegment; the consolidated data presented refer to the Group as a whole.

The figures for the financial year ended 31st December 2011 in the discussion by region below have beenextracted from the financial statements as of and for the financial year ended 31st December 2011 (andfrom the financial statements as of and for the financial year ended 31st December 2012 for the restateddata by region), which include Chrysler for the seven month-period beginning 1st June 2011 and ending31st December 2011, while the figures for the financial year ended 31st December 2012 in the discussionby region below have been extracted from the financial statements as of and for the financial year ended31st December 2012, which include Chrysler for the entire financial year. As a result, the figures referred toin the discussion by region below are not directly comparable.

The vehicle shipments (by market and by brand), unit and vehicle sales (by market and by brand), andmarket share figures for the financial year ended 31st December 2011 in the discussion by region below arepresented including Chrysler for the twelve month-period beginning 1st January 2011 and ending 31stDecember 2011. As a result, vehicle shipments (by market and by brand), unit and vehicle sales (by marketand by brand), and market share figures for the financial year ended 31st December 2011 and for thefinancial year ended 31st December 2012 referred to in the discussion by region below are directlycomparable.

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Results by Region and Operating Segment

NAFTA2012 2011(*) change


Net revenues ...................................................................................... 43,521 19,830 23,691Trading profit...................................................................................... 2,693 1,008 1,685EBIT(1) ................................................................................................ 2,741 1,087 1,654Shipments (000s) ................................................................................ 2,115 1,033 1,082



The NAFTA region reported net revenues of €43,521 million in 2012 (€19,830 million in 2011).Performance in 2012 benefited from higher volumes and positive pricing, which was partially offset by anunfavourable product mix.

The NAFTA region trading profit for 2012 totalled €2,693 million (€1,008 million in 2011), with volumeincreases and positive net pricing partially offset by higher advertising expense and higher industrial costs,impacted by additional shifts at certain plants and higher capacity utilisation.

EBIT of €2,741 million for 2012 reflected the strong trading profit performance. EBIT for 2011 amountedto €1,087 million.

Vehicle shipments in the NAFTA region totalled 2,115,000 units for 2012. Vehicle shipments were1,748,000 in the U.S., 255,000 in Canada and 98,000 in Mexico. Vehicle sales in the NAFTA region totalled1,989,000 for 2012. In the U.S., vehicle sales totalled 1,652,000 units, closing the year with 33 consecutivemonths of year-over-year sales gains. In Canada, sales increased to 244,000 vehicles, and in Mexico, saleswere equal to 93,000 vehicles.

The U.S. vehicle market was up 13% in 2012 to 14.8 million vehicles. The Group’s market share increasedto 11.2% from 10.5% for the prior year. The Jeep brand posted its best annual sales since 2007, gaining13% over the prior year to 474,000 vehicles led by strong results for the Grand Cherokee (+21%) andWrangler (+16%). Dodge, the Group’s number one selling brand in the U.S., posted sales of 525,000vehicles for 2012, up 16% from the prior year, driven primarily by the Avenger (+51%), Journey (+44%),Grand Caravan (+28%) and the new Dodge Dart (25,000 vehicles sold since its launch). The Ram truckbrand posted a sales increase of 17% to 301,000 vehicles and the Ram pickup truck showed sales increasesfor both light-duty and heavy-duty models. Chrysler brand sales totalled 308,000 vehicles for 2012, anincrease of 39% over the prior year with particularly strong performances from the Chrysler 300 (+95%)and 200 (+44%).

The Canadian vehicle market grew 6% in 2012 to 1.7 million vehicles. The Group’s total market share was14.2% for the year (14.3% in 2011). Key performers included the Chrysler 200 (+97%) and 300 (+89%),and the Jeep Wrangler (+21%).

Fiat 500 sales in the U.S. and Canada totalled 52,000 vehicles for the year, compared to 25,000 vehicles in2011 when the vehicle was launched.

LATAM2012 2011(*) change


Net revenues ...................................................................................... 11,062 10,562 500Trading profit...................................................................................... 1,063 1,356 -293EBIT(1) ................................................................................................ 1,032 1,331 -299Shipments (000s) ................................................................................ 979 910 69



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The LATAM region posted net revenues of €11,062 million in 2012 (€10,562 million in 2011), with theeffect of increased volumes being offset by negative currency translation impacts.

The LATAM region reported a trading profit of €1,063 million in 2012 and of €1,356 million for 2011.Higher volumes and increased manufacturing efficiencies were more than offset by cost inflation (mainlylabour, advertising, and selling, general and administrative expenses), pricing pressure, higher expenserelated to new vehicle launches and currency translation impacts. At constant exchange rates, trading profitwas €1,105 million.

EBIT totalled €1,032 million in 2012, including €31 million in unusual charges and totalled €1,331 millionfor 2011.

In 2012, shipments in the LATAM region totalled 979,000 units and was the Fiat Group’s all time recordfor the region. The Brazilian market reacted positively to government stimulus measures that wereintroduced and remained in place through the end of 2012. These measures are expected to be graduallyphased out during the first half of 2013.

To encourage continued and disciplined growth of the Brazilian car industry, the Brazilian governmentlaunched a new automotive regime (Inovar Auto Program) for the 2013 to 2017 period. This programprovides a range of tax incentive schemes for investments dedicated to improvements in energy efficiencyand localised R&D and engineering to promote technological development in Brazil. Fiat believes it is wellpositioned to participate in and benefit from this program.

In Brazil, the passenger car and light commercial vehicles market was up 6% over 2011 to 3,635,000 units.The Group’s sales increased to 845,000 units, representing an all-time record for the Group in Brazil.

In 2012, the Group marked its 11th consecutive year as the market leader in Brazil, outpacing sustainedmarket growth with its overall market share up 1.1 percentage points to 23.3%, and demonstrating itsability to respond rapidly to increases in market demand. The Group’s best-selling products continued toperform well, led by the continued success of the Palio and Novo Uno. Fiat retained its leadership positionin the A and B segments with a combined market share of 30.2%. The Jeep, Chrysler, Dodge and Rambrands posted strong sales performance with a combined year-over-year increase of 32%. The Groupshipped a total of 845,000 passenger cars and light commercial vehicles in Brazil, representing a 9% year-over-year increase.

In Argentina, the market was down 1% over the prior year to 805,000 units. The Group’s sales totalled85,000 units, with its market share at 10.6% (-1.0 percentage points). Shipments were down 15% over theprior year to approximately 84,000 units. Throughout 2012, both sales and shipments were affected by thereduced product availability associated with customs delays for imported vehicles and components.

In other LATAM markets, shipments totalled approximately 50,000 units.

APAC

2012 2011(*) change


Net revenues ...................................................................................... 3,128 1,513 1,615Trading profit...................................................................................... 260 88 172EBIT(1) ................................................................................................ 255 63 192Shipments (000s) ................................................................................ 103 53 50



Net revenues in the APAC region totalled €3,128 million for the year, primarily driven by the strongperformance of the Jeep brand. Net revenues in the APAC region totalled €1,513 million for 2011.

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The APAC region reported a trading profit of €260 million in 2012 (€88 million in 2011). Volume growthand a favourable currency translation impact (approximately €30 million) drove performance in 2012.

EBIT, which also reflects the contribution from joint ventures, totalled €255 million in 2012 and €63 millionin 2011.

Vehicle shipments in the APAC region (excluding from joint ventures) totalled approximately 103,000 unitsfor 2012. Demand increased in most of the Group’s key markets (i.e., India, China, Japan and Australia),but contracted slightly in South Korea.

The Group’s retail sales, including joint ventures, totalled approximately 115,500 units for 2012, a 28%increase over 2011 (compared to a 12% increase for the market overall), mainly driven by strongperformance in China (+45%), Australia (+50%), Japan (+35%) and the ASEAN region (+60%). The Jeepbrand accounted for 64% of APAC sales in 2012, almost doubling volumes over the prior year withparticularly strong performances in China (+107%) and Australia (+93%). The Fiat Viaggio, launched inSeptember, was well-received by customers in China, and it accounted for nearly one-third of the totalGroup’s sales in China during the fourth quarter.

EMEA

2012 2011(*) change


Net revenues ...................................................................................... 17,800 19,591 -1,791Trading profit...................................................................................... (704) (557) -147EBIT(1) ................................................................................................ (738) (941) 203Shipments (000s) ................................................................................ 1,012 1,166 -154



The EMEA region closed the 2012 financial year with net revenues of €17,800 million (€19,591 million in2011) attributable primarily to the contraction in volumes.

The EMEA region posted a trading loss of €704 million for 2012 (€557 million trading loss for 2011), withnegative volume and price effects being only partially offset by industrial efficiencies, world classmanufacturing synergies and benefits from cost containment actions.

The EMEA region reported an EBIT loss of €738 million in 2012, including €194 million in unusual chargesand EBIT loss was €941 million for 2011 (including €544 million in unusual charges). Investmentscontributed net income of €160 million for the year (€160 million in 2011).

Vehicle shipments in the EMEA region totalled 1,012,000 units for 2012. Passenger car shipments were810,000 vehicles and light commercial vehicle shipments were 202,000 vehicles. For passenger cars, thedecrease was primarily attributable to contractions in market demand. The impact on the Group’sshipments was particularly significant in Italy (-80,200 units or -17%), Germany (-12,600 units or -17%)and France (-23,000 units or -30%). As for other major markets, there was a modest decrease in Spain, butan increase in the UK (+5,100 units or +9%). For light commercial vehicles, the year-over-year drop involumes was almost entirely attributable to the severe market contraction in Italy.

In Europe (EU27+EFTA), the passenger car market registered an 8% decrease over the prior year to 12.5million vehicles, the lowest level since 1995. Year-over-year declines were registered in nearly all majormarkets, including Germany, which was down 3%. The Italian market contracted by 20% to 1.4 millionvehicles, representing the lowest level since 1979 and the worst annual percentage decrease since 1993.Double-digit declines were also recorded in France (-14%) and Spain (-13%). The only major market toregister growth was the UK, with demand increasing 5% over 2011.

The Group’s brands recorded a 6.3% combined share of the European market, slipping 0.6 percentagepoints over 2011. The decrease was largely attributable to the unfavourable market mix, as Italy’s weighting

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in the European total fell 1.7 percentage points for 2012 to 11.2%, compared with 12.9% in 2011. Notableperformances included the Fiat Panda and the Fiat 500, which remained the two best-selling models in theA segment, with a combined 28.1% market share. The Jeep brand also posted a 19% increase in sales overthe prior year, despite the negative market trend, driving positive performance for the Group in the brand’sreference segments.

In Italy, the Group increased its market share by 0.2 percentage points to 29.6%. That result was primarilydriven by performance in the A segment, where the Group’s market share reached 60.0%, and the smallmulti-purpose vehicles segment, where after just one quarter of sales, the Fiat 500L was already positionedamong the top five. During the year, the Group also further strengthened its leadership in the alternativefuel segment (CNG, compressed natural gas, and LPG, liquefied petroleum gas).

In other major markets, the Group’s market share was higher in Spain (+0.2 percentage points) and the UK(+0.1 percentage points), which in 2012 was the Group’s third largest European market with 64,000vehicles sold. Market share was down in France (-0.3 percentage points) and Germany (-0.2 percentagepoints).

The European light commercial vehicle market (EU27+EFTA) registered a 12% contraction over 2011 toclose the year with just 1,582,000 units sold. Performance was heavily affected by the 33% year-over-yearcontraction in demand in Italy.

Fiat Professional closed the year with an 11.7% share of the European light commercial vehicles market, adecline of approximately 0.8 percentage points over 2011 that was entirely attributable to the unfavourablemarket mix.

Excluding Italy, the Group’s market share for other European markets was 0.2 percentage points higher at9.2%. The Group’s share of the Italian market was 42.7%, compared with 44.4% for 2011, when salesbenefited from significant fleet renewal activity. In 2012, the Fiat Ducato ranked among the best-sellingcommercial vehicles in its category for the 6th consecutive year and registered its highest ever segment share.

Luxury and Performance Brands (Ferrari, Maserati)

2012 2011 change


FerrariNet revenues ...................................................................................... 2,433 2,251 182Trading profit .................................................................................... 350 312 38EBIT(1) ................................................................................................ 350 318 32

MaseratiNet revenues ...................................................................................... 634 588 46Trading profit .................................................................................... 42 40 2EBIT(1) ................................................................................................ 42 40 2

LUXURY AND PERFORMANCE BRANDSNet revenues(*) .................................................................................... 2,898 2,699 199Trading profit .................................................................................... 392 352 40EBIT(1) ................................................................................................ 392 358 34

(*) Net of eliminations.


Ferrari

Ferrari reported net revenues of €2,433 million in 2012, up 8% over 2011, on the strength of highervolumes, a more favourable product mix and the contribution from the personalisation programme.

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Ferrari closed 2012 with a trading profit of €350 million, compared to €312 million for 2011. The increasewas attributable to higher sales volumes, a more favourable product mix and positive contributions fromlicensing and financial services. The trading margin was 14.4% in 2012, as compared to 13.9% in 2011.

EBIT for 2012 totalled €350 million, up 10.1% over 2011.

In 2012, Ferrari shipped a total of 7,318 street cars, representing a 5% increase over 2011 and an all-timerecord for the brand. The increase was primarily driven by 12-cylinder models, with an 11% increase forthe year reflecting sales performance for the new FF and the new F12 Berlinetta which contributed from thefourth quarter. The 8-cylinder models increased 3% over the prior year.

In 2012, a total of 7,315 street cars were sold to end-customers, representing a 7% increase over 2011.North America remained Ferrari’s number one market (accounting for 28% of worldwide sales), with 2,050street cars sold to end-customers (+13% over 2011). In Europe, a total of 3,121 street cars were sold to end-customers, representing a 2% increase over the prior year. In Western Europe, the strongest performancesfor the year were the UK, with 665 vehicles sold (+26%), Germany, with 756 vehicles sold (+11%), andSwitzerland, with 369 vehicles sold (+23%). By contrast, sales in Italy contracted by 40% to 341 units.France was substantially in line with the prior year at 331 vehicles. For Eastern Europe, the brand’s mostnotable gain was in Russia, where sales were up 19%.

In the Middle East and Africa, a total of 540 street cars were sold to end-customers (+4%). A solid 36%increase in South Africa (128 vehicles sold) more than offset the 23% decrease in the United Arab Emirates(the principal market in the region). The Asia-Pacific region continued its upward trend, with a total of1,474 cars sold (+9% over 2011) on the back of excellent performance in Hong Kong, Taiwan, Indonesiaand Japan. Those increases more than offset the volume decline in Australia (-27% to 109 vehicles). InChina, sales to end-customers were in line with the prior year at 454 vehicles.

Maserati

Maserati reported net revenues of €634 million for 2012, up 8% from the previous year, primarily due tohigher sales volumes.

Maserati closed 2012 with a trading profit and EBIT of €42 million in 2012, in line with 2011. The positiveimpact of higher volumes and continued improvements in operating costs were offset by significant costsincurred during the year in connection with the production start-up of new models in 2013. The tradingmargin was 6.6% in 2012, as compared to 6.8% in 2011.

In 2012, Maserati shipped a total of 6,288 cars, a 2% increase over 2011. In the U.S., shipments totalled2,904 vehicles (+19% over 2011), representing the brand’s best volume performance in 8 years andconfirming the U.S. as the brand’s number one market.

For the second consecutive year, China ranked as the brand’s second largest market with shipmentsincreasing more than 10% over the prior year to 930 vehicles. Excluding China, shipments in the AsiaPacific region were up 21% over the prior year to 861 units. The Middle East registered the highestpercentage increase, with shipments up 37% to 417 vehicles (compared to the 304 vehicles in 2011).Performance in those regions more than offset significant declines in Europe, where shipments were down30% over the prior year to 1,071 vehicles.

With the contribution of the new sport version, the Maserati GranTurismo was the top selling vehicle in2012 with a total of 3,172 units sold (+12% over 2011). Now in its final year of production, Maserati’sluxury sport sedan, the Quattroporte sold 1,499 units. Performance for the GranCabrio was in line with theprior year (1,617 vehicles).

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Components and Production Systems (Magneti Marelli, Teksid, Comau)

2012 2011 change


Magneti MarelliNet revenues ...................................................................................... 5,828 5,860 -32Trading profit .................................................................................... 140 181 -41EBIT(1) ................................................................................................ 130 9 121

TeksidNet revenues ...................................................................................... 780 922 -142Trading profit .................................................................................... - 26 -26EBIT(1) ................................................................................................ 4 1 3

ComauNet revenues ...................................................................................... 1,482 1,402 80Trading profit .................................................................................... 36 10 26EBIT(1) ................................................................................................ 33 (120) 153

COMPONENTS AND PRODUCTION SYSTEMSNet revenues(*) .................................................................................... 8,030 8,122 -92Trading profit .................................................................................... 176 217 -41Unusual income/(expense).................................................................. (11) (312) 301EBIT(1) ................................................................................................ 167 (110) 277

(*) Net of eliminations.


Magneti Marelli

Magneti Marelli reported 2012 net revenues of €5,828 million, substantially in line with the prior year. Thestrong performance in the German market (although slowing in the fourth quarter), NAFTA and Chinalargely compensated for difficult trading conditions in other European markets and a mixed performancein Brazil, which was particularly weak in the first half of the year. Top-line performance was positive forlighting (+13%), which benefited from strong demand from German customers and new technologicalcontent for products launched during the second half of 2011. Electronic systems also reported robustperformance (+21%) on the back of higher sales of telematic and body products to external customers. Theafter market business line also posted a marginal improvement in revenues (+2%), with increases in the U.S.and Mercosur more than offsetting declines in Europe. The remaining business lines reported decreases.

Magneti Marelli reported trading profit of €140 million for 2012, as compared to €181 million for 2011.The year-over-year decline was primarily attributable to lower volumes in Europe, costs associated with thesignificant number of production start-ups in the NAFTA region and cost inflation in Brazil, only partiallyoffset by cost containment and efficiency gains achieved during the year.

EBIT was €130 million for the year, compared to €9 million for 2011, which included €154 million inunusual charges.

Teksid

Teksid had net revenues of €780 million for 2012, down 15% from the prior year, principally due to adecrease in volumes. The cast iron business unit recorded a 16% decrease in volumes over 2011, drivenprimarily by lower demand of components for heavy vehicles in most core markets. Volumes for thealuminum business unit were down 5%.

Teksid closed the year with trading result at breakeven, compared with a €26 million profit in 2011. Thedecrease was primarily attributable to volume declines.

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EBIT was €4 million for 2012, compared with €1 million in 2011, which included €28 million in unusualcharges.

Comau

Comau posted net revenues of €1,482 million for 2012, a 6% increase over 2011, primarily attributable tothe powertrain systems activities. Order intake for the period totalled €1,557 million, representing a 3%decrease over 2011. As of 31st December 2012, the order backlog totalled €876 million (+5% over year-end 2011).

Comau reported a trading profit of €36 million in 2012, as compared to a trading profit of €10 million for2011. The increase was principally attributable to the body welding and powertrain systems activities.

EBIT totalled €33 million for the year, compared with a loss of €120 million for 2011, which includedunusual charges of €130 million.

Consolidated Statement of Cash Flows

The consolidated statement of cash flows is presented as a component of the audited consolidated financialstatements of the Fiat Group as of and for the financial years ended 31st December 2012 and 2011,incorporated by reference herein.


2012 2011(1)

(in millions of euro)

A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR...... 17,526 11,967B) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES .................. 6,444 5,195C) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES .................... (7,537) (858)(2)

D) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES .................. 1,643 632Currency translation differences .................................................................. (419) 590

E) NET CHANGE IN CASH AND CASH EQUIVALENTS ............................ 131 5,559F) CASH AND CASH EQUIVALENTS AT END OF THE YEAR .................. 17,657 17,526

(1) Following the acquisition of an incremental 16% ownership interest in Chrysler (fully diluted), in addition to potential voting rightsassociated with options that became exercisable thereafter, Chrysler’s financial results were consolidated by Fiat from 1st June 2011.

(2) Includes €5,624 million in cash and cash equivalents from the consolidation of Chrysler, net of €881 million (USD 1,268 million)paid to Chrysler for additional 16% ownership interest.

For 2012, operating activities generated cash of €6,444 million, of which €5,730 million from income-related cash inflows (i.e., net profit plus amortisation and depreciation, dividends, changes in provisions anditems related to sales with buy-back commitments, net of gains/losses on disposals and other non-cashitems) and €714 million from the decrease in working capital.

Investing activities absorbed €7,537 million in cash. Expenditure on tangible and intangible fixed assets(including €2,138 million in capitalised development costs) totalled €7,534 million.

Financing activities generated €1,643 million in cash. During 2012, the €2.5 billion in proceeds from bondsissued by FFT was partially offset by repayment of approximately €1.5 billion in bond maturities. In

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addition, repayment of medium-term borrowing totalling €1.5 billion was more than offset by €1.9 billionin new medium-term borrowings. Dividends of €58 million were paid during the year (on Fiat preferenceand savings shares and to minority shareholders of subsidiaries).

Significant Recent Events

• On 3rd January 2013, Fiat exercised the second tranche of the VEBA Call Option to purchase anadditional interest in Chrysler, representing approximately 3.3% of Chrysler’s outstanding equity.The exercise price that Fiat is required to pay for such purchase is determined based on a marketmultiple (not to exceed Fiat’s multiple) applied to Chrysler’s EBITDA for the most recent fourquarters less net industrial debt. This amount is reduced pursuant to the Call Option Agreement bya contingent value rights settlement price (which, pursuant to Section 2.2(f) of the Call OptionAgreement, cannot be less than 10% or more than 20% of the VEBA Call Option exercise price).Fiat’s calculation of the net amount to be paid for the purchase of this second tranche of the VEBATrust’s interest in Chrysler is US$ 198 million (for further information see “The Investment inChrysler” above).

• On 9th January 2013, Fiat acknowledged the announcement by Chrysler of its receipt of a“registration demand” from VEBA pursuant to the terms of the Shareholders’ Agreement, forregistration, pursuant to the Securities Act, of 270,769.6 Class A Membership Interests in Chryslercurrently owned by VEBA, representing approximately 16.6% of Chrysler’s outstanding equityinterests (for further information see “The Investment in Chrysler” above).

• On 15th January 2013, Fiat Group Automobiles S.p.A., Chrysler Group International LLC(“Chrysler Group International”), and Guangzhou Automobile Group Co., Ltd. (“GAC”) signed aframework agreement to expand their cooperation on passenger car manufacturing and sales inChina, pursuant to which the joint venture between GAC, Fiat Group Automobiles S.p.A. andChrysler Group International will expand its operations to allow the localisation in the coming yearsof more models from the Fiat portfolio to be introduced in the Chinese market.

• On 18th January 2013, Fiat and Mazda Motor Corporation (“Mazda”), further to the non-bindingmemorandum of understanding signed on 23rd May 2012, signed the final agreement which will seeMazda produce an open-top two-seater sports car for Fiat’s Alfa Romeo brand at its Hiroshima,Japan plant starting in 2015. The new Alfa Romeo roadster will be developed for the global market,and will be based on the architecture of the next generation Mazda MX-5. The agreement foreseesfor both Mazda and Fiat to develop two differentiated, distinctly styled, iconic and brand-specificroadsters featuring rear-wheel drive, with the Mazda and Alfa Romeo variants each powered byspecific proprietary engines unique to each brand.

• On 30th January 2013, the board of directors of Fiat approved the issuance of one or more bonds,for a total amount of up to €5 billion — or an equivalent amount in other currencies — to be placedwith institutional investors. Bonds may be issued in one or more tranches directly by Fiat, or throughcontrolled companies with a guarantee from Fiat, by 31st December 2014, subject to marketconditions. Such issuances aim to optimise the management of consolidated debt, including takingfuture redemptions into consideration.

• On 6th February 2013, Chrysler signed a 10-year Master Private Label Financing Agreement (the“Master Agreement”), subject to early termination in certain circumstances, with SCUSA (as definedunder “Risk Factors-The Group may not be able to adequately finance Chrysler’s dealers and retailcustomers”), to provide a full range of wholesale and retail financing services to Chrysler and Fiatcustomers and dealers which will be provided under the Chrysler Capital brand name. The newfinancing service is scheduled to launch on 1st May 2013. Under the Master Agreement, SCUSA hasalso provided Chrysler with consideration in the form of a non-refundable upfront payment which ispayable prior to the launch of the new financing service, as well as on-going revenue sharingopportunities and commitments with respect to available funding, approval and penetration rates,price competitiveness and certain exclusivity rights. SCUSA will bear the risk of loss on loanscontemplated by the agreement and the parties will share in any residual gains and losses in respect

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of consumer leases, subject to specific provisions including caps on Chrysler’s participation in gainsand losses contained in the Master Agreement. Ally Financial Inc. will continue to provide financialservices to Chrysler and Fiat customers and dealers until 30th April 2013.

• On 14th February 2013, Fiat, Fiat Industrial and EDF Fenice S.p.A. (“EDF”) signed a five-yearagreement for the supply of eco-energy services, with an option for renewal in 2017. It is the firstmajor energy performance and service agreement of its type in the industrial sector in Europe.Innovative elements of the agreement include the sharing of benefits generated through energy-savinginitiatives, reciprocal limitation of risks and joint planning and oversight of energy-related activities.EDF’s objective is to provide the best possible support for the activities of Fiat and Fiat Industrial inItaly. Representing a further expansion of the partnership that has existed since 2001, the agreementis not limited to the supply of energy, but forms part of a comprehensive framework that also targetsimproved returns on investment from the partnership. A governance structure, based on the sameprinciples underlying the agreement, provides for joint management of purchasing activities, jointformulation of investment plans and the implementation of best practice at all plants.

• On 20th February 2013, the board of directors of Fiat approved the 2012 consolidated financialstatements of the Fiat Group and the stand-alone financial statements of Fiat. In addition, the boardof directors called a general meeting of shareholders for 9th April 2013 to vote on (i) the proposal toapprove the financial statements as of and for the year ended 31st December 2012 and the proposalon the allocation of the net profits, and (ii) the review of Fiat’s remuneration policy. Finally, the boardof directors of Fiat voted to submit a proposal to the shareholders for the renewal of the authorisationto purchase and dispose of own shares expiring on 4th October 2013.

• On 25th February 2013, Fitch lowered its rating on Fiat’s long-term debt from “BB” to “BB-”. Therating on Fiat’s short-term debt is confirmed at “B”. The outlook remains negative.

Corporate Governance

Introduction

The Fiat Group adheres to the revised Corporate Governance Code for Italian Listed Companies issued byBorsa Italiana S.p.A. (the “Italian Stock Exchange”) in December 2011 (the “Corporate GovernanceCode”), with certain modifications that take into account the specific characteristics of the Group . InFebruary 2012, the board of directors, upon proposal of the Compensation Committee, established acompensation policy that implemented the recommendations of the Corporate Governance Code andregulations issued by the Commissione Nazionale per le Società e la Borsa (“CONSOB”), which enteredinto force on 31st December 2011. Such compensation policy (which, in accordance with applicable law,forms the first section of the Group’s compensation report) was submitted to the non-binding vote of theshareholders, who voted in favour of such compensation policy at the general meeting called to approve theFiat Group’s 2011 financial statements on 4th April 2012. In addition, with support from its respectivecommittees, the board of directors undertook a comparative review of the principles and criteria set forthby the Corporate Governance Code that were amended or revised in the Corporate Governance Code issuedin December 2011 and ensured effective implementation of those principles and criteria by the Group.

On the basis of that review, at the general meeting called to approve the Fiat Group’s 2011 financialstatements and elect the new board of directors and board of statutory auditors, the shareholders wereasked to consider the benefits of gender diversity in determining the composition of the new board ofdirectors and, accordingly, they appointed two women among the members of the board of directors. Thisappointment resulted in the early application of the relevant legal requirements that will enter into forcestarting in 2015. The board of directors also introduced certain changes to the “Guidelines for the InternalControl and Risk Management System”, including the redefinition of the role of the Internal ControlCommittee (which was renamed the Internal Control and Risk Committee) and the other entities andindividuals involved.

In accordance with legal and regulatory requirements, Fiat prepares an “Annual Report on CorporateGovernance” which provides a general description of the Group’s corporate governance system together

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with information on its ownership structure and adherence to the Corporate Governance Code, includingkey governance practices and the principal characteristics of the internal control and risk managementsystem, including with reference to financial reporting. The report, which is available in the CorporateGovernance section of the Group’s website (www.fiatspa.com), is divided into four sections: the firstcontains a description of the governance structure; the second gives information on the ownership structure;the third provides an analysis of implementation of specific recommendations of the Corporate GovernanceCode and describes the principal characteristics of the internal control and risk management system,including in relation to financial reporting and key governance practices; and, the fourth includes tablessummarising Fiat’s ownership and board structure, a side-by-side comparison illustrating how Fiat hasapplied the principles and criteria of the revised Corporate Governance Code, as well as the principalcorporate governance related documents. This section provides a summary of aspects relevant to the Reporton Operations. The Corporate Governance Code is available on the website of the Italian Stock Exchange(www.borsaitaliana.it).

Direction and Coordination

Fiat is not subject to the direction and coordination of any other company or entity and has fullindependence to define its strategic and operating guidelines. Fiat’s direct and indirect subsidiaries in Italyhave, with a few specific exceptions, named Fiat as the entity which, pursuant to Article 2497-bis of theItalian Civil Code, exercises direction and coordination over them. Such activity consists in setting generalstrategic and operating guidelines for the Group through definition and updating of the internal control andrisk management system, corporate governance model and corporate structure, establishment of a group-wide code of conduct, in addition to definition of policies for the management of personnel and financialresources, for the procurement of production materials, and for marketing and communications services.Coordination of the Group also encompasses centralised cash management, corporate and accounting, andinternal audit services, including through specialised companies.

Direction and coordination undertaken at group level enables subsidiaries, which retain full managementand operating autonomy, to realise economies of scale by availing themselves of professional and specialisedservices with improving levels of quality and to concentrate their resources on management of their corebusiness.

Subsidiaries headquartered outside Italy generally benefit from those activities. However, Chrysler GroupLLC, which has a board of directors composed of a majority of members not affiliated with Fiat, reliesdirectly on capital markets funding for its operations and for those of its subsidiaries and manages itsfinancial resources independently. The board of directors of Chrysler Group LLC, in addition to ensuringmaintenance of Chrysler Group’s standalone financial integrity, also reviews and approves any transactionsabove de minimis levels between Fiat and Chrysler Group LLC and has oversight responsibilities forChrysler Group operations, including approval of capital expenditures above certain levels.

Board of Directors

Pursuant to the by-laws, Fiat’s board of directors may be composed of between nine and fifteen members.Taking into account the Group’s increased focus in the automobiles sector following the Demerger and thebenefits of gender diversity among the members of the board of directors, at the general meeting held on4th April 2012, the shareholders appointed a total of nine board members (including two women) whoseterm of office expires on the date of the general meeting called to approve Fiat’s 2014 financial statements.Under Article 11 of the by-laws, board members are elected through a voting list system which ensuresminority shareholders the opportunity to elect a director to the board. The minimum equity interestrequired for submission of a list of candidates is established by CONSOB with reference to Fiat’s marketcapitalisation for the fourth quarter of the final financial year of the board of directors’ mandate. Each listmust indicate at least one candidate that satisfies the legal requirements for independence.

The voting list system was utilised for the first time for the election of the board of directors at the generalmeeting of 27th March 2009, and was also used for the election of the board of directors and board ofstatutory auditors at the general meeting of 4th April 2012. Fiat invited shareholders who, individually or

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jointly with others, owned at least 1% of the ordinary shares (as established by CONSOB with reference toFiat’s average market capitalisation for the fourth quarter of 2011) to submit lists of candidates — indicatedin numerical order and who satisfied the requirements of applicable law and Fiat’s by-laws — to Fiat at itsregistered office at least 25 days prior to the date of the general meeting. Two lists of candidates for theboard of directors were presented: one list was presented by EXOR S.p.A., holder of 30.465% of theordinary shares, and the other by a group of Italian and international asset managers and institutionalinvestors, holders of a combined 1.86% of the outstanding ordinary shares.

Under Article 16 of the by-laws, all directors with executive responsibilities are vested, separately andindividually, with the power to represent Fiat and under Article 12 the vice chairman, if appointed, shall actas chairman if the latter is absent or unable to carry out his duties. In application of this provision, the boardof directors has, as in the past, adopted a model for delegation of broad operating powers to the chairmanand the chief executive officer by which they are authorised, separately and individually, to perform allordinary and extraordinary acts that are consistent with Fiat’s purpose and not reserved by law for, orotherwise delegated or assumed by, the board of directors itself. In practice, the chairman has the role ofcoordination and strategic direction for the activities of the board of directors, while the chief executiveofficer is responsible for the operational management of the Group. From an operational perspective, thechief executive officer is supported by the Group Executive Council, a decision-making body led by the chiefexecutive officer and composed of the heads of the operating sectors and of certain central functions. As aresult of the acquisition of majority ownership of Chrysler and consistent with the objective of enhancingthe operational integration of Fiat and Chrysler, on 1st September 2011, a new Group Executive Councilwas formed which is composed of four main groupings: regional operations, brands, industrial processes,and support/corporate functions. Certain functions that are fundamental to the governance structure ofindividual companies (such as legal and internal audit) remain independent within the ambit of theoperating companies (Fiat and Chrysler Group).

Fiat adopted, effective 1st January 2011, procedures for transactions with related parties to ensure fulltransparency and substantial and procedural fairness in transactions with related parties, as defined underIAS 24 (the “Procedures”). The Procedures define “significant transactions”, which require the priorapproval of the board of directors — subject to the binding opinion of the Internal Control and RiskCommittee, which is the committee responsible for related-party transactions, with the exception of thosematters relating to compensation, for which the Compensation Committee is responsible — and must bepublicly disclosed in the form of an information document.

Other transactions, except those falling within the residual category of minor transactions — i.e.,transactions less than €200,000 in value or, for transactions with legal entities having consolidated annualrevenues in excess of €200 million only, transactions less than €10 million in value — are defined as “non-significant” and may be entered into with the prior non-binding opinion of the above committee. TheProcedures also establish exemptions, including: transactions taking place in the ordinary course of businessand entered into at standard or market terms; transactions with or between subsidiaries and transactionswith associates, provided that no other parties related to Fiat have a significant interest; and transactions ofminor value.

The task of implementing the Procedures and disseminating them to the various Group companies isassigned to the manager responsible for Fiat’s financial reporting, who must also ensure coordination withthe administrative and accounting procedures required under Article 154-bis of Legislative Decree 58/1998,as amended.

As established in the “Guidelines for Significant Transactions” (previously the “Guidelines for SignificantTransactions and Transactions with Related Parties”), transactions having a significant impact on Fiat’searnings and financial position are subject to prior examination and approval by the board of directors.Accordingly, the powers conferred on the executive directors specifically exclude decision-making authorityin relation to significant transactions, pursuant to the “materiality” criteria established by CONSOB. Priorto Fiat undertaking a significant transaction, the executive directors are to provide, a reasonable period inadvance, the board of directors with a summary report on their analysis of the strategic compatibility,economic feasibility and expected return.

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As provided under Articles 70, paragraph 8 and 71, paragraph 1-bis of CONSOB’s regulation on issuers(adopted with CONSOB’s resolution 11971/1999, as amended), on 30th October 2012, Fiat’s board ofdirectors approved the opt-out from the obligation to publish an information document for significanttransactions (e.g., significant mergers, spin-offs, share capital increases by means of in-kind contributionsof assets, acquisitions and disposals).

Pursuant to Article 12 of the by-laws, after consultation with the board of statutory auditors, the board ofdirectors appoints one or more managers responsible for Fiat’s financial reporting. If more than onemanager is appointed, they shall have joint responsibility. Only individuals with several years of experiencein the accounting and financial affairs of large companies may be appointed. In implementation of thisprovision, the board of directors appointed the chief financial officer as the manager responsible for Fiat’sfinancial reporting, vesting him with the relevant powers.

At 31st December 2012, the board of directors was composed of three executive directors and six non-executive directors (i.e., directors without specific executive powers or responsibilities within Fiat or theGroup), four of whom qualified as independent on the basis of the criteria approved by the shareholders on4th April 2012 and which had been previously adopted for past elections. All of those independent directors(Joyce Victoria Bigio, René Carron, Gian Maria Gros-Pietro and Patience Wheatcroft) also meet theindependence requirements established under Legislative Decree 58/1998, as amended.

The current members of the board of directors are as follows:

Name Position–––––––––––––––––––––––––––– ––––––––––––––––––––––––––––John Elkann(1) ChairmanSergio Marchionne Chief Executive OfficerAndrea Agnelli DirectorTiberto Brandolini D’Adda DirectorRené Carron(2)(3) DirectorLuca Cordero di Montezemolo DirectorGian Maria Gros-Pietro(2)(3) DirectorPatience Wheatcroft(1)(3) DirectorJoyce Victoria Bigio(1)(2) Director

(1) Member of the Nominating, Corporate Governance and Sustainability Committee

(2) Member of the Internal Control and Risk Committee (formerly the Internal Control Committee)

(3) Member of the Compensation Committee

The chairman and chief executive officer are executive directors. They also hold executive responsibilitiesat Fiat’s subsidiary companies: John Elkann is chairman of Editrice La Stampa S.p.A. and SergioMarchionne, in addition to being chairman of the principal subsidiaries, is also chief executive officer ofFiat Group Automobiles S.p.A. and of Chrysler Group LLC. Luca Cordero di Montezemolo also qualifiesas an executive director by virtue of his position as Chairman of Ferrari S.p.A.

An adequate number of independent directors is an essential element in protecting the interests ofshareholders, particularly minority shareholders, and third parties. For this reason, and considering it to besignificantly in Fiat’s interests to maintain adequate guarantees against potential conflicts of interest,through a resolution dated 22nd February 2012, the board of directors proposed that for the elections tobe held 4th April 2012, shareholders elect a significant number of independent directors. In considerationof the current legal requirement that at least two directors be independent and the provision of theCorporate Governance Code that at least one third of the members of the board of directors be independent,shareholders voted to elect four directors who meet the requirements of independence adopted for previouselections.

The independence of directors is assessed annually and is based on the absence or non-relevance, during theprevious three years, of economic or shareholding relationships or other relationships, whether direct,indirect or on behalf of third parties, with Fiat, its executive directors and executives with strategic

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responsibilities, its controlling companies or subsidiaries, or any other party related to Fiat. The criteria alsoexclude directors from being considered independent if they were partners or directors of majorcompetitors, rating agencies or audit firms engaged by Fiat or other companies of the Group companies inthe previous three years, or are executive directors at other companies where Fiat’s directors are non-executive directors. The results of these assessments are published in the Annual Report on CorporateGovernance referred to above (and available on the Group’s website).

On 4th April 2012, the board of directors verified that Joyce Victoria Bigio, René Carron, Gian Maria Gros-Pietro and Patience Wheatcroft satisfied the requirements of independence.

Some directors also hold positions at other listed companies or companies of significant interest. Excludingthe positions held by the executive directors within the Fiat Group, the most significant are as follows:

(i) Andrea Agnelli: chairman of Juventus FC S.p.A., general partner of Giovanni Agnelli e C. S.a.p.A.,director of EXOR S.p.A. and Vita Società Editoriale S.p.A.

(ii) Joyce Victoria Bigio: director of Simmel Difesa S.p.A.

(iii) Tiberto Brandolini D’Adda: chairman of Sequana S.A. and EXOR S.A., general partner of GiovanniAgnelli e C. S.a.p.A., vice chairman of EXOR S.p.A. and director of SGS S.A.

(iv) Luca Cordero di Montezemolo: chairman of Charme Management S.r.l, vice chairman of UnicreditS.p.A., director of Poltrona Frau S.p.A., N.T.V. S.p.A., Tod’s S.p.A., Pinault Printemps Redoute S.A.,Montezemolo & Partners SGR and Delta Topco Ltd.

(v) John Elkann: chairman and general partner of Giovanni Agnelli e C. S.a.p.A., chairman and chiefexecutive officer of EXOR S.p.A., director of Fiat Industrial S.p.A., SGS S.A., Gruppo BancaLeonardo S.p.A. and The Economist Group.

(vi) Gian Maria Gros-Pietro: chairman of ASTM S.p.A., director of Edison S.p.A., Caltagirone S.p.A. andIVS Group S.A.

(vii) Sergio Marchionne: chairman of CNH Global N.V., Fiat Industrial S.p.A., Iveco S.p.A., FPTIndustrial S.p.A. and SGS S.A., director of EXOR S.p.A. and Philip Morris International Inc.

(viii) Patience Wheatcroft: member of the advisory board of Huawei Technologies (UK) and director of St.James’s Place PLC.

Board Committees

The board of directors has established the following committees: (i) the Internal Control and RiskCommittee — previously the Internal Control Committee prior to the redefinition of its role in February2012; (ii) the Nominating, Corporate Governance and Sustainability Committee — previously theNominating and Corporate Governance Committee prior to the redefinition of its role in 2009 (when suchcommittee was also assigned responsibility for sustainability-related issues); and (iii) the CompensationCommittee — whose role was redefined on 22nd February 2012 in accordance with the provisions of thenew Corporate Governance Code.

Internal Control System

In 2012, the board of directors approved the “Guidelines for the Internal Control and Risk ManagementSystem”, which constituted a revision of the procedures established in 1999 and 2003, including adoptionof changes introduced by the Corporate Governance Code in 2011.

The internal control and risk management system (the “System”), based on the model provided by theCOSO Report (Committee of Sponsoring Organisations Report) and the principles of the CorporateGovernance Code, consists of a set of policies, procedures and organisational structures aimed atidentifying, measuring, managing and monitoring the principal risks to which Fiat is exposed. The systemis integrated within the organisational and corporate governance framework adopted by Fiat, and

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contributes to the protection of corporate assets, as well as ensuring the efficiency and effectiveness ofbusiness processes, reliability of financial information and compliance with laws and regulations, as well asthe by-laws and internal procedures.

The System, which has been developed on the basis of international best practices, consists of the following3 levels of control:

• Level 1: operating areas, which identify and assess risk and establish specific actions for managementof that risk;

• Level 2: departments responsible for risk control, which define methodologies and instruments formanaging risk and monitor that risk;

• Level 3: internal audit, which conducts independent evaluations of the System in its entirety. The headof internal audit is also assigned the role of compliance officer pursuant to Article 150 of LegislativeDecree 58/1998, as amended.

The Guidelines for the Internal Control and Risk Management System provide a detailed description of theduties and responsibilities of the principal individuals and entities involved and set out the procedures fortheir coordination in order to ensure the effectiveness and efficiency of the System and reduce potentialduplication of activities.

Fiat has developed a system of internal control and risk management in relation to financial reporting basedon the model provided by the COSO Report aimed at ensuring the reliability, accuracy, completeness andtimeliness of the information reported. The periodic evaluation of the system of internal control and riskmanagement in relation to financial reporting is designed to ensure the overall effectiveness of thecomponents of the COSO Framework model (control environment, risk assessment, control activities,information and communication, monitoring) in achieving those objectives. The principal characteristics ofthe system of internal control and risk management in relation to financial reporting are provided in theAnnual Report on Corporate Governance available on Fiat’s website.

Fiat has administrative and accounting procedures in place that ensure a high degree of reliability in thesystem of internal control and risk management in relation to financial reporting.

Documents and financial information regarding Fiat are made public, including via the internet, inaccordance with the provisions of the procedures for the internal management and public disclosure ofconfidential information adopted by the board of directors in 2006 and 2007.

Essential components of the System are the “Code of Conduct”, adopted in 2002 to replace the “Code ofEthics” and revised in 2010, and the “Compliance Program”, adopted by the board of directors inimplementation of regulations on the “Liability of Companies” pursuant to Legislative Decree 231/2001,as amended. The Code of Conduct sets out the ethics principles to which Fiat adheres and which directors,statutory auditors, employees, consultants and partners are required to observe.

On 20th February 2013, the board of directors was presented Fiat’s revised Compliance Program and“Guidelines for Adoption and Revision of the Compliance Program by Group companies in Italy”, whichincorporate new categories of offenses introduced in Italian legislation. With these amendments, newcriminal offenses were included and the relevant sensitive processes were identified. Legislative Decree109/2012, introduced as Article 25-duodecies of Legislative Decree 231/2001, the offense of “Employmentof foreign nationals residing illegally in Italy” (Article 22, paragraph 12-bis of Legislative Decree 286/1998,which addresses immigration and legal status of foreign nationals). Law 190/2012 introduced the offenseof being induced to bribe as Article 25, paragraph 3, and the offense of bribery between private individualsas Article 25-ter, paragraph 1, letter S-bis, with direct reference to Article 2635, paragraph 3 of the ItalianCivil Code which establishes penalties for giving or promising financial or other advantages to directors,managers, statutory auditors or employees of a company.

The Compliance Program supervisory body is composed of the head of audit and compliance, the generalcounsel, and an external advisor. It has its own internal policies and procedures and operates on the basis

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of a specific supervisory program. It meets at least once per quarter and reports to the board of directors(including through the Internal Control and Risk Committee) and the board of statutory auditors.

In furtherance of the Compliance Program, the Code of Conduct, and the provisions of the Sarbanes-OxleyAct (to which Fiat was subject while listed on the NYSE) on whistleblowing, the “WhistleblowingProcedures” were adopted on 1st January 2005 for the management of reports and claims filed by personsinside and outside of Fiat in relation to suspected or presumed violations of the code of conduct, fraudinvolving company assets or financial reporting, oppressive behavior towards employees or third parties,reports or claims regarding accounting, internal accounting controls and independent audits.

The “Procedures for the Engagement of Independent Auditors” regulate the engagement of audit firms andother related parties, by Fiat and its subsidiaries, in order to ensure the independence of firms engaged toaudit the financial statements. Related parties of an audit firm are considered to be entities belonging to thesame network, as well as equity partners, shareholders, directors, members of management and supervisorybodies and employees of the audit firm.

With reference to the “Conditions for the listing of shares of companies having control over companiesincorporated and regulated under the laws of a non-EU member State”, pursuant to Articles 36 and 39 ofCONSOB regulation on markets (adopted with CONSOB’s resolution 16191/2007, as amended), theaccounting systems in place at Fiat and its subsidiaries, as discussed in the Annual Report on CorporateGovernance, enable public disclosure of certain accounting information prepared by companies included inthe scope of application of the applicable rules and used in preparation of the consolidated financialstatements and are adequate for the regular provision to management and the parent company’s auditors ofinformation necessary for preparation of the consolidated financial statements. In addition, there is aneffective flow of information to the parent company’s auditors, including regular information on thecomposition of corporate bodies within all subsidiary companies and the position held by each member. Fiatis also responsible for systematically maintaining and updating centralised records of formal documentsrelated to the by-laws and delegation of powers to members of the corporate bodies. The requirements ofArticle 36, paragraph 1, letter (a), (b) and (c) of the above-mentioned CONSOB regulation on markets havetherefore been satisfied, including in relation to the acquisition of control of Chrysler during 2011.

Board of Statutory Auditors

In accordance with Article 17 of the by-laws, the board of statutory auditors is comprised of three regularauditors and three alternates, all of whom must be entered in the register of auditors and have at least threeyears’ experience as a statutory account auditor. They may, within the legal limit, also hold other positionsas director or statutory auditor.

Pursuant to Legislative Decree 58/1998, as amended, and in accordance with Article 17 of Fiat’s by-laws,appropriately constituted minority groups have the right to appoint one regular auditor, to serve aschairman, and one alternate auditor. The by-laws also establish that the minimum equity interest requiredfor submission of a list of candidates for elections of the statutory auditors may not be lower than thepercentage required by law for elections of the board of directors. The lists presented, together with thedocumentation required by law and Fiat’s by-laws, must be placed on record at Fiat’s registered office atleast 25 days prior to the date of the general meeting on first call.

On 4th April 2012, the board of statutory auditors was elected using a voting list system.

The board of statutory auditors is currently composed of: Ignazio Carbone, chairman; Lionello Jona Celesiaand Piero Locatelli, regular auditors; and Lucio Pasquini, Fabrizio Mosca and Corrado Gatti, alternateauditors. The regular auditors Lionello Jona Celesia and Piero Locatelli were elected from the list presentedby the majority shareholder, EXOR S.p.A., while Ignazio Carbone, chairman of the board of statutoryauditors, was elected from the minority list presented by a group of Italian and international asset managersand institutional investors holding 1.86% of the ordinary shares (a complete list of those shareholders isprovided in the “Annual Report on Corporate Governance” referred to above and available on the Group’swebsite). The minimum equity interest required to submit a list of candidates was 1% of the ordinary

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shares, as established by CONSOB with reference to Fiat’s average market capitalisation for the fourthquarter of 2011.

Additional information provided to the shareholders on the candidates and lists presented are still availablein the Investor Relations section of the Group website (www.fiatspa.com). The board of statutory auditors’current term of office expires on the date of the general meeting of shareholders called to approve the 2014financial statements.

The following is a list of the most significant positions held by the members of Fiat’s board of statutoryauditors:

(i) Ignazio Carbone: director of Banca Popolare del Frusinate S.c.p.a. and Europrogetti & Strategied’Impresa S.r.l.;

(ii) Lionello Jona Celesia: chairman of the board of statutory auditors of Giovanni Agnelli e C. S.a.p.A.,IBM Italia S.p.A., Lazard S.r.l. and chairman of the board of directors of Banca del Piemonte S.p.A.;and

(iii) Piero Locatelli: statutory auditor of Giovanni Agnelli e C. S.a.p.A. and Simon Fiduciaria S.p.A.

The business address of the directors and statutory auditors is c/o Fiat S.p.A. at Via Nizza 250, I-10126Turin, Italy.

Save as disclosed in this Base Prospectus and/or in the audited consolidated financial statements of the FiatGroup as of and for the financial years ended 31st December 2012 and 2011, none of Fiat’s directors, seniormanagers or statutory auditors has any potential conflicts of interest between any duties to Fiat and theirprivate interests and/or other duties.

Major Shareholders

As of 4th March 2013, Fiat is directly controlled by its largest single shareholder, EXOR S.p.A. As of 4thMarch 2013, EXOR S.p.A. owned 30.1% of Fiat’s outstanding ordinary shares. In addition, Fiat holds2.7% of its own ordinary shares.

The following table presents information on shareholders who owned more than 2% of Fiat’s ordinaryshares as of 4th March 2013.

% of ordinaryshares

EXOR S.p.A. ........................................................................................................................ 30.1Fiat S.p.A. ............................................................................................................................ 2.7Baillie Gifford & Co ............................................................................................................ 2.6Vanguard International Growth Fund. .................................................................................. 2.0

None of the shares held by the shareholders listed above provides any special voting rights.

Fiat has in place certain measures to prevent the abuse of control of majority shareholders.

In compliance with applicable law and Fiat’s by-laws, the Company adopts a voting list system for theelection of the members of the board of directors and of the board of statutory auditors, which ensuresminority shareholders the opportunity to elect (i) a member of the board of directors and (ii) one regularauditor (who also serves as chairman) and one alternate auditor to the board of statutory auditors.

Furthermore, on 4th April 2012, Fiat’s general meeting elected more independent directors than theminimum number established by law and by the Corporate Governance Code.

In addition, in compliance with applicable law, Fiat has procedures in place that ensure full transparencyand substantial and procedural fairness in transactions with related parties, such as Fiat’s “Procedures forTransactions with Related Parties”.

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For further information, see “Corporate Governance—Board of Directors” and “Corporate Governance—Board of Statutory Auditors” above.

Human Resources

At 31st December 2012, the Group had 214,836 employees, an increase of 9.0% from the 197,021 figureat year-end 2011, attributable in part to changes in the scope of operations. During the year, the Grouphired 33,361 new employees, of which 52.6% were in North America, where there was a significantincrease in production levels. Of those new hires, 71.6% were employed under unlimited term contracts,reflecting the Group’s continued commitment to the long-term stability of the workforce.

Research and Innovation

The Fiat Group is committed to meeting the mobility needs of its customers, while reducing theenvironmental and social impact of vehicles over their entire life cycle. As part of that commitment, theGroup’s research and innovation activities are focused on developing solutions for increasingly sustainablemobility, by reducing fuel consumption and emissions, as well as improving recyclability and safety.Continuous innovation is essential to the development of environmentally and socially sustainable productsthat are also affordable.

As part of the collaboration between Fiat and Chrysler, activities have expanded from development ofcommon models and platforms to also include plans for shared research and innovation. In 2012, the Grouplaunched the Global Innovation Process (GIP), which establishes a single framework for the coordinationof all innovation activities worldwide. Developed by representatives from each of the Group’s regions andcoordinated by Fiat’s research center (Centro Ricerche Fiat or CRF), the GIP covers all phases of theinnovation process, from idea generation to precompetitive development. On the basis of that framework,targets and guidelines were established at the global level and formalised in two strategic agendas:

(i) the “Strategic Innovation Agenda”, which sets short and medium-term objectives for productinnovation and identifies related objectives and technological challenges; and

(ii) the “Strategic Research Agenda”, which sets long-term innovation objectives and priorities forcollaborative research.

At year-end 2012, the Group’s research and innovation activities involved some 17,900 individualsworldwide at 77 centres located across the four regions (EMEA, NAFTA, LATAM and APAC).

During 2012, the Group invested approximately €3.3 billion in R&D (which includes capitalised R&D andR&D charged directly to the income statement), equivalent to around 4% of net revenues from industrialactivities.

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Financial Information relating to Fiat S.p.A.The following financial information has been extracted from the audited annual statutory stand-alonefinancial statements of Fiat S.p.A. as at 31st December 2012 and 2011 and for the financial years thenended, prepared in accordance with IFRS.

Fiat S.p.A.’s audited annual statutory stand-alone financial statements for the financial year ended 31stDecember 2012 have been approved by Fiat’s board of directors on 20th February 2013 and will besubmitted for the approval of its shareholders at its ordinary shareholders’ meeting, which is called on 9thApril 2013.

STATEMENT OF FINANCIAL POSITION


(Euro)(audited)

ASSETSNon-current assetsIntangible assets.............................................................................................. 1,645,500 1,744,234Property, plant and equipment ...................................................................... 30,303,585 31,179,614Investments .................................................................................................... 11,765,015,021 12,122,918,872Other financial assets .................................................................................... 12,109,470 12,966,052Other non-current assets ................................................................................ 65,199 90,472Deferred tax assets ........................................................................................ – –

–––––––––––––– ––––––––––––––Total non-current assets ................................................................................ 11,809,138,775 12,168,899,244

–––––––––––––– ––––––––––––––Current assetsInventory ........................................................................................................ – –Trade receivables ............................................................................................ 4,756,129 4,862,631Current financial receivables .......................................................................... 58,280,561 374,805,524Other current receivables................................................................................ 302,707,063 277,353,014Cash and cash equivalents .............................................................................. 554,180 743,896

–––––––––––––– ––––––––––––––Total current assets ........................................................................................ 366,297,933 657,765,065

–––––––––––––– ––––––––––––––TOTAL ASSETS ............................................................................................ 12,175,436,708 12,826,664,309

–––––––––––––– –––––––––––––––––––––––––––– ––––––––––––––EQUITY AND LIABILITIESEquityShare capital .................................................................................................. 4,476,441,927 4,465,600,020Share premium reserve .................................................................................. 1,071,402,772 1,082,244,680Legal reserve .................................................................................................. 528,577,084 523,618,803Other reserves and retained profit .................................................................. 3,236,989,753 3,171,498,375Own shares .................................................................................................... (258,957,472) (288,883,388)Profit/(loss) for the period .............................................................................. (152,349,998) 99,165,620

–––––––––––––– ––––––––––––––Total equity .................................................................................................... 8,902,104,066 9,053,244,110

–––––––––––––– ––––––––––––––Non-current liabilitiesProvisions for employee benefits and other non-current provisions................ 140,851,401 137,364,408Non-current debt............................................................................................ 1,412,035,429 2,162,892,003Other non-current liabilities .......................................................................... 17,164,505 18,213,851Deferred tax liabilities .................................................................................... 12,195,615 8,144,720

–––––––––––––– ––––––––––––––Total non-current liabilities ............................................................................ 1,582,246,950 2,326,614,982

–––––––––––––– ––––––––––––––Current liabilitiesProvisions for employees benefits and other current provisions .................... 15,251,043 19,379,886Trade payables................................................................................................ 17,301,002 19,397,927Current debt .................................................................................................. 1,294,073,723 1,075,432,074Other debt ...................................................................................................... 364,459,924 332,595,330

–––––––––––––– ––––––––––––––Total current liabilities .................................................................................. 1,691,085,692 1,446,805,217

–––––––––––––– ––––––––––––––TOTAL EQUITY AND LIABILITIES .......................................................... 12,175,436,708 12,826,664,309

–––––––––––––– –––––––––––––––––––––––––––– ––––––––––––––


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INCOME STATEMENT


(Euro)(audited)

Dividends and other income from investments .................................. 1,030,495,113 388,165,874Impairment (losses)/reversals on investments ...................................... (962,878,584) 157,456,000Gains/(losses) on the disposals ............................................................ – 14,703,207Other operating income ...................................................................... 77,373,928 45,331,282Personnel costs .................................................................................... (36,054,496) (35,171,574)Other operating costs.......................................................................... (76,259,449) (80,473,290)Financial income/(expense).................................................................. (216,079,567) (434,646,466)

––––––––––––– –––––––––––––PROFIT/(LOSS) BEFORE TAXES .................................................... (183,403,055) 55,365,033

––––––––––––– –––––––––––––Income taxes ...................................................................................... 31,053,057 43,800,587

––––––––––––– –––––––––––––PROFIT/(LOSS) FROM CONTINUING OPERATIONS .................. (152,349,998) 99,165,620

––––––––––––– –––––––––––––Profit/(loss) from discontinued operations .......................................... – –

––––––––––––– –––––––––––––PROFIT/(LOSS).................................................................................. (152,349,998) 99,165,620

––––––––––––– –––––––––––––––––––––––––– –––––––––––––

STATEMENT OF COMPREHENSIVE INCOME


(Thousands of Euro)(audited)

PROFIT/(LOSS) (A)............................................................................ (152,350) 99,166Gains/(losses) recognised directly in fair value reserve

(investments in other companies) .................................................... 26,330 (41,677)Income tax relating to components of other comprehensive income .. – –TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX (B) 26,330 (41,677)

––––––––––––– –––––––––––––TOTAL COMPREHENSIVE INCOME (A)+(B) ................................ (126,020) 57,489

––––––––––––– –––––––––––––––––––––––––– –––––––––––––

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FINANCIAL INFORMATION RELATING TO FIAT S.P.A.


Financial Information Relating to the Fiat GroupThe financial information presented below has been extracted from the audited consolidated financialstatements of Fiat Group as of and for the financial years ended on 31st December 2012 and 2011. Bothsets of financial statements have been prepared in accordance with IFRS and are incorporated by referenceherein. Investors are advised to review the full financial statements before making any investment decision.



Based on the new organisational structure of the Group (as described under “The Fiat Group”), the figuresfor 2011 presented for comparative purposes have been restated in order to be presented in accordance withthe new segmentation of the Group’s activities.


Potential investors must take into account that the Guaranteed Notes will be guaranteed only by Fiat andthat Chrysler and the companies of the Chrysler Group will have no obligations under any Notes issued byFiat, FFT, FFC or FFNA, the Guaranteed Notes or the Guarantee. Similarly, neither Chrysler nor anycompany of the Chrysler Group will have any obligation under any Note issued or to be issued by Fiat orby any company of the Fiat Group. Additionally, Fiat has not provided guarantees or security or undertakenany other similar commitment in relation to any financial obligation of Chrysler, nor does it have anycommitment to provide funding to Chrysler in the future.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31st December2012 2011

(Millions of Euro)(audited)

ASSETSIntangible assets...................................................................................................... 19,284 18,200

Goodwill and intangible assets with indefinite useful lives ................................ 12,947 13,213Other intangible assets ...................................................................................... 6,337 4,987

Property, plant and equipment................................................................................ 22,061 20,785Investments and other financial assets: .................................................................. 2,290 2,660

Investments accounted for using the equity method .......................................... 1,510 1,579Other investments and financial assets .............................................................. 780 1,081

Leased assets .......................................................................................................... 1 45Defined benefit plan assets .................................................................................... 105 97Deferred tax assets.................................................................................................. 1,736 1,690

–––––––– ––––––––Total non-current assets ........................................................................................ 45,477 43,477

–––––––– ––––––––Inventories .............................................................................................................. 9,295 9,123Trade receivables .................................................................................................... 2,702 2,625Receivables from financing activities ...................................................................... 3,727 3,968Current tax receivables .......................................................................................... 236 369Other current assets................................................................................................ 2,163 2,088Current financial assets:.......................................................................................... 807 789

Current investments............................................................................................ 32 33Current securities................................................................................................ 256 199Other financial assets ........................................................................................ 519 557

Cash and cash equivalents ...................................................................................... 17,657 17,526–––––––– ––––––––

Total current assets ................................................................................................ 36,587 36,488–––––––– ––––––––

Assets held for sale ................................................................................................ 55 66–––––––– ––––––––

TOTAL ASSETS .................................................................................................... 82,119 80,031–––––––– –––––––––––––––– ––––––––

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FINANCIAL INFORMATION RELATING TO THE FIAT GROUP


CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

At 31st December2012 2011


EQUITY AND LIABILITIES

Equity .................................................................................................................... 13,173 12,260Equity attributable to owners of the parent .......................................................... 9,059 8,727Non-controlling interest ........................................................................................ 4,114 3,533Provisions .............................................................................................................. 15,484 15,624

Employee benefits .............................................................................................. 6,694 7,026Other provisions ................................................................................................ 8,790 8,598

Debt........................................................................................................................ 27,889 26,772Asset-backed financing ...................................................................................... 449 710Other debt .......................................................................................................... 27,440 26,062

Other financial liabilities ........................................................................................ 201 429Trade payables........................................................................................................ 16,558 16,418Current tax payables .............................................................................................. 231 230Deferred tax liabilities ............................................................................................ 802 760Other current liabilities .......................................................................................... 7,781 7,538Liabilities held for sale............................................................................................ – –

–––––––– ––––––––TOTAL EQUITY AND LIABILITIES .................................................................. 82,119 80,031

–––––––– –––––––––––––––– ––––––––

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CONSOLIDATED INCOME STATEMENTS

For the years ended31st December2012 2011(1)


Net revenues .......................................................................................................... 83,957 59,559Cost of sales .......................................................................................................... 71,474 50,704Selling, general and administrative costs ................................................................ 6,731 5,047Research and development costs ............................................................................ 1,835 1,367Other income (expenses) ........................................................................................ (103) (49)

–––––––– ––––––––TRADING PROFIT/(LOSS) .................................................................................. 3,814 2,392

–––––––– ––––––––Result from investments: ........................................................................................ 107 131

Share of the profit/(loss) of investees accounted for using the equity method .... 94 146Other income (expenses) from investments ........................................................ 13 (15)

Gains (losses) on the disposal of investments ........................................................ (91) 21Restructuring costs ................................................................................................ 15 102Other unusual income (expenses) .......................................................................... (138) 1,025

–––––––– ––––––––EARNINGS BEFORE INTEREST AND TAXES (EBIT) ...................................... 3,677 3,467

–––––––– ––––––––Financial income (expenses).................................................................................... (1,641) (1,282)

–––––––– ––––––––PROFIT/(LOSS) BEFORE TAXES ........................................................................ 2,036 2,185

–––––––– ––––––––Income taxes .......................................................................................................... 625 534

–––––––– ––––––––PROFIT/(LOSS) FROM CONTINUING OPERATIONS...................................... 1,411 1,651

–––––––– ––––––––Post-tax profit/(loss) from Discontinued Operations .............................................. – –

–––––––– ––––––––PROFIT/(LOSS) .................................................................................................... 1,411 1,651

–––––––– ––––––––PROFIT/(LOSS) ATTRIBUTABLE TO:

Owners of the parent.......................................................................................... 348 1,334Non-controlling interests .................................................................................... 1,063 317

PROFIT/(LOSS) FROM CONTINUING OPERATION ATTRIBUTABLE TO:Owners of the parent........................................................................................ . 348 1,334Non-controlling interests.................................................................................. . 1,063 317

(in €)

BASIC EARNINGS/(LOSS) PER ORDINARY SHARE.......................................... 0.286 1.071–––––––– ––––––––

BASIC EARNINGS/(LOSS) PER PREFERENCE SHARE(a) .................................... – 1.071–––––––– ––––––––

BASIC EARNINGS/(LOSS) PER SAVINGS SHARE(a) ............................................ – 1.180–––––––– ––––––––

DILUTED EARNINGS/(LOSS) PER ORDINARY SHARE.................................... 0.284 1.063–––––––– ––––––––

DILUTED EARNINGS/(LOSS) PER PREFERENCE SHARE(a) .............................. – 1.063–––––––– ––––––––

DILUTED EARNINGS/(LOSS) PER SAVINGS SHARE(a) ...................................... – 1.172

(1) The amounts reported at 31st December 2011 include seven months of operations for Chrysler.

(a) Please note that the conversion of all preference and savings shares into Fiat ordinary shares took place in 2012.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the years ended31st December2012 2011(1)


PROFIT/(LOSS) (A) .............................................................................................. 1,411 1,651–––––––– ––––––––

Gains/(Losses) on cash flow hedges ........................................................................ 184 (160)Gains/(Losses) on fair value of available-for-sale financial assets............................ 27 (42)Gains/(Losses) on exchange differences on translating foreign operations .............. (359) 452Share of other comprehensive income of entities accounted for using the

equity method .................................................................................................... 21 (63)Income tax relating to components of Other comprehensive income .................... (24) 15

–––––––– ––––––––TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX (B) .................. (151) 202

–––––––– ––––––––TOTAL COMPREHENSIVE INCOME (A)+(B).................................................... 1,260 1,853

–––––––– ––––––––TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:Owners of the parent.............................................................................................. 321 1,203Non-controlling interests ........................................................................................ 939 650

(1) The amounts reported at 31st December 2011 include seven months of operations for Chrysler from 1st June 2011.

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Book-entry clearance systemsThe information set out below is subject to any change in or reinterpretation of, the rules, regulations andprocedures of DTC, Euroclear, Clearstream and the CMU Service (together, the “Clearing Systems”)currently in effect. The information in this section concerning the Clearing Systems has been obtained fromsources that the Issuers and the Guarantor believe to be reliable, but none of the Issuers, the Guarantor orany Dealer takes any responsibility for the accuracy thereof. Each Issuer and the Guarantor confirms thatthis information has been accurately reproduced and that, so far as it is aware and is able to ascertain frominformation published by such sources, no facts have been omitted which would render the reproducedinformation inaccurate or misleading. Investors wishing to use the facilities of any of the Clearing Systemsare advised to confirm the continued applicability of the rules, regulations and procedures of the relevantClearing System. None of the Issuers, the Guarantor or any other party to the Agency Agreement will haveany responsibility or liability for any aspect of the records relating to, or payments made on account of,beneficial ownership interests in the Notes held through the facilities of any Clearing System or formaintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-Entry Systems

DTC

DTC has advised the Issuers that it is a limited purpose trust company organised under the New YorkBanking Law, a “banking organisation” within the meaning of the New York Banking Law, a “clearingcorporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”registered pursuant to Section 17A of the Exchange Act. DTC holds securities that its participants (“DirectParticipants”) deposit with DTC. DTC also facilitates the settlement among Participants of securitiestransactions, such as transfers and pledges, in deposited securities through electronic computerised book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement ofsecurities certificates. Direct Participants include securities brokers and dealers, banks, trust companies,clearing corporations and certain other organisations. DTC is owned by a number of its Direct Participantsand by certain U.S. stock exchanges and other self-regulatory organisations. Access to the DTC system isalso available to others such as securities brokers, dealers, banks and trust companies that clear through ormaintain a custodial relationship with a Direct Participant, either directly or indirectly (“IndirectParticipants,” and together with Direct Participants, “Participants”).

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”),DTC makes book-entry transfers of Registered Notes among Direct Participants on whose behalf it actswith respect to Notes accepted into DTC’s book-entry settlement system (“DTC Notes”) as described belowand receives and transmits distributions of principal and interest on DTC Notes. Direct Participants andIndirect Participants with which beneficial owners of DTC Notes (“Owners”) have accounts with respectto the DTC Notes similarly are required to make book-entry transfers and receive and transmit suchpayments on behalf of their respective Owners. Accordingly, although Owners who hold DTC Notesthrough Direct Participants or Indirect Participants will not possess Registered Notes, the Rules, by virtueof the requirements described above, provide a mechanism by which Direct Participants will receivepayments and will be able to transfer their interests in the DTC Notes.

Purchases of DTC Notes under the DTC system must be made by or through Direct Participants, which willreceive a credit for the DTC Notes on DTC’s records. The ownership interest of each actual purchaser ofeach DTC Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but BeneficialOwners are expected to receive written confirmations providing details of the transaction, as well asperiodic statements of their holdings, from the Direct or Indirect Participant through which the BeneficialOwner entered into the transaction. Transfers of ownership interests in the DTC Notes are to beaccomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. BeneficialOwners will not receive certificates representing their ownership interests in DTC Notes, except in the eventthat use of the book-entry system for the DTC Notes is discontinued.

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To facilitate subsequent transfers, all DTC Notes deposited by Participants with DTC are registered in thename of DTC’s partnership nominee, Cede & Co. The deposit of DTC Notes with DTC and theirregistration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledgeof the actual Beneficial Owners of the DTC Notes; DTC’s records reflect only the identity of the DirectParticipants to whose accounts such DTC Notes are credited, which may or may not be the BeneficialOwners. The Participants will remain responsible for keeping account of their holdings on behalf of theircustomers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants toIndirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will begoverned by arrangements among them, subject to any statutory or regulatory requirements as may be ineffect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the DTC Notes within an issue are beingredeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in suchissue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to DTC Notes. Under its usual procedures,DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxyassigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the DTCNotes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the DTC Notes will be made to DTC. DTC’s practice is to credit DirectParticipants’ accounts on the due date for payment in accordance with their respective holdings shown onDTC’s records unless DTC has reason to believe that it will not receive payment on the due date. Paymentsby Participants to Beneficial Owners will be governed by standing instructions and customary practices, asis the case with securities held for the accounts of customers in bearer form or registered in “street name,”and will be the responsibility of such Participant and not of DTC or the relevant Issuer, subject to anystatutory or regulatory requirements as may be in effect from time to time. Payment of principal and interestto DTC is the responsibility of the relevant Issuer, disbursement of such payments to Direct Participants isthe responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibilityof Direct and Indirect Participants.

Under certain circumstances, including if there is an Event of Default under the Notes, DTC will exchangethe DTC Notes for definitive Registered Notes, which it will distribute to its Participants in accordance withtheir proportionate entitlements and which, if representing interests in a Rule 144A Global Note, will belegended as set forth under “Subscription and Sale, and Transfer and Selling Restrictions.”

Since DTC may only act on behalf of Direct Participants, who in turn act on behalf of Indirect Participants,any Owner desiring to pledge DTC Notes to persons or entities that do not participate in DTC, or otherwisetake actions with respect to such DTC Notes, will be required to withdraw its Registered Notes from DTCas described below.

Euroclear and Clearstream

Euroclear and Clearstream each hold securities for their customers and facilitate the clearance andsettlement of securities transactions by electronic book-entry transfer between their respective accountholders. Euroclear and Clearstream provide various services including safekeeping, administration,clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclearand Clearstream also deal with domestic securities markets in several countries through establisheddepositary and custodial relationships.

Euroclear and Clearstream have established an electronic bridge between their two systems across whichtheir respective participants may settle trades with each other.

Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securitiesbrokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and

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Clearstream is available to other institutions that clear through or maintain a custodial relationship with anaccount holder of either system.

CMU Service

The CMU is a central depositary service provided by the HKMA for the custody and electronic clearing andsettlement between the members of this service (“CMU Members”) of capital markets instruments (“CMUInstruments”) which are specified in the CMU Service Reference Manual as capable of being held withinthe CMU Service. The CMU Service is only available for CMU Instruments issued by a CMU Member orby a person for whom a CMU Member acts as agent for the purposes of lodging instruments issued by suchpersons. Membership of the CMU Service is open to all members of the Hong Kong Capital MarketsAssociation, “authorised institutions” under the Banking Ordinance (Cap. 155) of Hong Kong and otherdomestic and overseas financial institutions at the discretion of the HKMA.

Compared to clearing services provided by Euroclear and Clearstream, the standard custody and clearingservice provided by the CMU Service is limited. In particular (and unlike the European clearing systems),the HKMA does not as part of this service provide any facilities for the dissemination to the relevant CMUMembers of payments (of interest or principal) under, or notices pursuant to the notice provisions of, CMUInstruments. Instead, the HKMA advises the CMU Lodging and Paying Agent (or a designated payingagent) of the identities of the CMU Members to whose accounts payments in respect of the relevant CMUInstruments are credited, whereupon the CMU Lodging and Paying Agent (or the designated paying agent)will make the necessary payments of interest or principal or send notices directly to the relevant CMUMembers.

Similarly, the HKMA will not obtain certificates of non-U.S. beneficial ownership from CMU Members orprovide any such certificates on behalf of CMU Members. The CMU Lodging and Paying Agent will collectsuch certificates from the relevant CMU Members identified from an instrument position report obtainedby request from the HKMA for this purpose.

An investor holding an interest through an account with either Euroclear or Clearstream in any Notes heldin the CMU will hold that interest through the respective accounts which Euroclear and Clearstream havewith the CMU.

Book-Entry Ownership of and Payments in Respect of DTC Notes

The Issuers will apply to DTC in order to have each Tranche of Notes represented by Rule 144A GlobalNotes accepted in its book-entry settlement system. Upon the issue of any Rule 144A Global Notes, DTCor its custodian will credit, on its internal book-entry system, the respective nominal amounts of theindividual beneficial interests represented by such Rule 144A Global Notes to the accounts of persons whohave accounts with DTC. Such accounts initially will be designated by or on behalf of the relevant Dealer.Ownership of beneficial interests in a Rule 144A Global Note will be limited to Direct Participants orIndirect Participants. Ownership of beneficial interests in a Rule 144A Global Note will be shown on, andthe transfer of such ownership will be effected only through, records maintained by DTC or its nominee(with respect to the interests of Direct Participants) and the records of Direct Participants (with respect tointerests of Indirect Participants).

Payments in U.S. dollars of principal and interest in respect of a Rule 144A Global Note registered in thename of DTC’s nominee will be made to the order of such nominee as the registered holder of such Note.In the case of any payment in a currency other than U.S. dollars, payment will be made to the ExchangeAgent on behalf of DTC’s nominee and the Exchange Agent will (in accordance with instructions receivedby it) remit all or a portion of such payment for credit directly to the beneficial holders of interests in theRegistered Global Notes in the currency in which such payment was made and/or cause all or a portion ofsuch payment to be converted into U.S. dollars and credited to the applicable Participants’ account.

The Issuers expect DTC to credit accounts of Direct Participants on the applicable payment date inaccordance with their respective holdings as shown in the records of DTC unless DTC has reason to believethat it will not receive payment on such payment date. The Issuers also expect that payments by Participants

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to beneficial owners of Notes will be governed by standing instructions and customary practices, as is thecase with securities held for the accounts of customers, and will be the responsibility of such Participant andnot the responsibility of DTC, the Principal Paying Agent, the Registrar or the Issuer. Payments of principal,premium, if any, and interest, if any, on Notes to DTC is the responsibility of the Issuer.

Transfers of Notes Represented by Registered Global Notes

Transfers of any interests in Notes represented by a Registered Global Note within DTC, Euroclear,Clearstream and the CMU Service will be effected in accordance with the customary rules and operatingprocedures of the relevant clearing system. The laws in some states within the United States require thatcertain persons take physical delivery of securities in definitive form. Consequently, the ability to transferNotes represented by a Registered Global Note to such persons may depend upon the ability to exchangesuch Notes for Notes in definitive form.

Similarly, because DTC can only act on behalf of Direct Participants in the DTC system who in turn act onbehalf of Indirect Participants, the ability of a person having an interest in Notes represented by a RegisteredGlobal Note to pledge such Notes to persons or entities that do not participate in the DTC system or tootherwise take action in respect of such Notes may depend upon the ability to exchange such Notes forNotes in definitive form. The ability of any holder of Notes represented by a Registered Global Note toresell, pledge or otherwise transfer such Notes may be impaired if the proposed transferee of such Notes isnot eligible to hold such Notes through a direct or indirect participant in the DTC system.

Subject to compliance with the transfer restrictions applicable to the Registered Notes described under“Subscription and Sale, and Transfer and Selling Restrictions,” cross-market transfers between DTC, on theone hand, and directly or indirectly through Clearstream or Euroclear or the CMU Service accountholders,on the other, will be effected by the relevant clearing system in accordance with its rules and through actiontaken by the Registrar, the Principal Paying Agent and any custodian (“Custodian”) with whom the relevantRegistered Global Notes have been deposited.

On or after the Issue Date for any Series, transfers of Notes of such Series between accountholders inClearstream and Euroclear and transfers of Notes of such Series between participants in DTC will generallyhave a settlement date three business days after the trade date (T+3). The customary arrangements fordelivery versus payment will apply to such transfers.

Cross-market transfers between accountholders in Clearstream or Euroclear and DTC participants will needto have an agreed settlement date between the parties to such transfer. Because there is no direct linkbetween DTC, on the one hand, and Clearstream and Euroclear, on the other, transfers of interests in therelevant Registered Global Notes will be effected through the Registrar, the Principal Paying Agent and theCustodian receiving instructions (and where appropriate certification) from the transferor and arranging fordelivery of the interests being transferred to the credit of the designated account for the transferee. In thecase of cross-market transfers, settlement between Euroclear or Clearstream accountholders and DTCparticipants cannot be made on a delivery versus payment basis. The securities will be delivered on a freedelivery basis and arrangements for payment must be made separately.

DTC, Clearstream, Euroclear and the CMU Service have each published rules and operating proceduresdesigned to facilitate transfers of beneficial interests in Registered Global Notes among participants andaccountholders of DTC, Clearstream, Euroclear and the CMU Service. However, they are under noobligation to perform or continue to perform such procedures, and such procedures may be discontinuedor changed at any time. None of the Issuer, the Guarantor, the Agents or any Dealer will be responsible forany performance by DTC, Clearstream, Euroclear or the CMU Service or their respective direct or indirectparticipants or accountholders of their respective obligations under the rules and procedures governing theiroperations and none of them will have any liability for any aspect of the records relating to or paymentsmade on account of beneficial interests in the Notes represented by Registered Global Notes or formaintaining, supervising or reviewing any records relating to such beneficial interests.

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TaxationThe following is a general summary of certain tax consequences of acquiring, holding and disposing of theNotes. It does not purport to be a complete analysis of all tax considerations that may be relevant to thedecision to purchase, own or dispose of the Notes and does not purport to deal with the tax consequencesapplicable to all categories of prospective beneficial owners of the Notes, some of which may be subject tospecial rules, nor with Notes that are not held and accounted for as financial assets.

This summary is based upon the tax laws and/or practice at the date of this offering, subject to any changesin law and/or practice occurring after such date, which could be made on a retroactive basis. This summarywill not be updated to reflect changes in law or practice and, if any such change occurs, the information inthis summary could be superseded.

Prospective purchasers of the Notes should consult their tax advisers as to the overall tax consequences ofacquiring, holding and disposing of the Notes.

Luxembourg

The following discussion is a summary of the Luxembourg tax consequences to potential purchasers orholders of Notes, based on current law and practice in Luxembourg. This discussion is for generalinformation purposes only and does not purport to be a comprehensive description of all possible taxconsequences that may be relevant. Potential purchasers of Notes should consult their own professionaladvisers as to the consequences of making an investment in, holding or disposing of the Notes and thereceipt of any amount in connection with the Notes and Coupons.

Withholding Tax

Under Luxembourg tax laws currently in effect and with the possible exception of interest paid toindividuals and to certain residual entities (as described below), there is no Luxembourg withholding tax onpayments of interest, including accrued but unpaid interest. There is also no Luxembourg withholding tax,with the possible exception of payments made to individuals and to certain residual entities (as describedbelow), upon repayment of principal in case of reimbursement, redemption, repurchase or exchange of theNotes.

Luxembourg Non-Resident Individuals

Under the Luxembourg laws dated 21st June 2005 (the “Laws”) implementing the Savings Directive andseveral agreements concluded between Luxembourg and certain dependent or associated territories of theEuropean Union (“EU”), a Luxembourg based paying agent (within the meaning of the Laws) is requiredsince 1st July 2005 to withhold tax on interest and other similar income paid by it to (or under certaincircumstances, to the benefit of) an individual or certain residual entities resident or established in anotherEU member state or in certain EU dependent or associated territories, unless the beneficiary of the interestpayments elects for an exchange of information or, in case of an individual beneficiary, for the tax certificateprocedure. Residual entities within the meaning of Article 4.2 of the Savings Directive are entitiesestablished in an EU member state or in certain EU dependent or associated territories which are not legalpersons (the Finnish and Swedish companies listed in Article 4.5 of the Savings Directive are not consideredas legal persons for this purpose), whose profits are not taxed under the general arrangements for businesstaxation, which are not and have not opted to be treated as a UCITS recognised in accordance with CouncilDirective 85/611/EEC as replaced by Council Directive 2009/65/EC or a similar collective investment fundlocated in Jersey, Guernsey, the Isle of Man, the Turks and Caicos Islands, the Cayman Islands, Montserrator the British Virgin Islands.

The current withholding tax rate is 35 per cent. The withholding tax system will only apply during atransitional period, the ending of which depends on the conclusion of certain agreements relating toinformation exchange with certain third countries.

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The European Commission has proposed certain amendments to the Savings Directive, which may, ifimplemented, amend or broaden the scope of the requirements described above.

Luxembourg Resident Individuals

In accordance with the law of 23rd December 2005, as amended (the “Law”), on the introduction of awithholding tax on certain interest payments on saving income, a 10 per cent. withholding tax (the “10 percent. Luxembourg Withholding Tax”) is levied on interest payments made by Luxembourg paying agents(defined in the same way as in the Savings Directive) to Luxembourg individual residents or to certainresidual entities that secure interest payments on behalf of such individuals (unless such entities have optedeither to be treated as UCITS recognised in accordance with the Council Directive 85/611/EEC as replacedby the Council Directive 2009/65/EC or for the exchange of information regime).

Taxes on Income and Capital Gains

Holders of Notes will not become residents, or be deemed to be residents, in Luxembourg by reason onlyof the holding of the Notes.

Holders of Notes who are non-residents of Luxembourg and who do not hold the Notes through apermanent establishment, a permanent representative or a fixed base of business in Luxembourg with whichthe holding of the Notes is connected are not liable for Luxembourg income tax on payments of principalor interest (including accrued but unpaid interest), payments received upon redemption, repurchase orexchange of the Notes or the realisation of capital gains on the sale or exchange of any Notes.

Pursuant to the Law, Luxembourg resident individuals, acting in the course of their private wealth, can optto self-declare and pay a 10 per cent. tax (the “10 per cent. Tax”) on interest payments made after 31stDecember 2007 by paying agents (defined in the same way as in the Savings Directive) located in an EUmember state other than Luxembourg, a member state of the European Economic Area or in a state orterritory which has concluded an international agreement directly related to the Savings Directive.

The 10 per cent. Luxembourg Withholding Tax or the 10 per cent. Tax represents the final tax liability oninterest received for the Luxembourg resident individuals receiving the interest payment in the course oftheir private wealth and can be reduced in consideration of foreign withholding tax, based on double taxtreaties concluded by Luxembourg.

Individual holders of Notes resident in Luxembourg and receiving the interest as business income must forincome tax purposes include any interest received (or accrued) in their taxable income; if applicable, the 10per cent. Luxembourg Withholding Tax levied will be credited against their final income tax liability.Holders of Notes will not be liable to any Luxembourg taxation on income on repayment of principal ofthe Notes.

Individual Luxembourg resident holders of Notes are not subject to taxation on capital gains upon thedisposition of the Notes owned in the course of their private wealth, unless the disposition of the Notesprecedes the acquisition of the Notes or the Notes are disposed of within six months as of the date ofacquisition of these Notes. The portion of the sale, repurchase, redemption or exchange price correspondingto capitalised or accrued but unpaid interest will, however, be subject to the 10 per cent. LuxembourgWithholding Tax or, upon option by the Luxembourg resident holder of Notes, to the 10 per cent. Tax.Individual Luxembourg resident holders of Notes receiving the interest as business income must include theportion of the sale, repurchase, redemption or exchange price corresponding to accrued but unpaid interestin their taxable income. The 10 per cent. Luxembourg Withholding Tax levied will be credited against theirfinal income tax liability, if applicable.

A corporate entity (“société de capitaux”), which is a Luxembourg resident holder of Notes and which issubject to corporate taxes in Luxembourg without the benefit of a special tax regime in Luxembourg or aforeign entity of the same type which has a Luxembourg permanent establishment or a permanentrepresentative in Luxembourg with which the holding of Notes is connected, will need to include in itstaxable income any interest (including accrued but unpaid interest) and in case of sale, repurchase,

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redemption or exchange, the difference between the sale, repurchase, redemption or exchange price(including accrued but unpaid interest) and the lower of cost or book value of the Notes sold, repurchased,redeemed or exchanged. These holders of Notes should not be liable for any Luxembourg income tax onrepayment of principal upon repurchase, redemption or exchange of the Notes.

Luxembourg resident corporate entities holders of Notes and which are benefiting from a special tax regime(such as family wealth management companies subject to the law of 11th May 2007, as amended,undertakings for collective investment subject to the law of 17th December 2010, as amended or specialisedinvestment funds subject to the law of 13th February 2007, as amended) are tax exempt entities inLuxembourg, and are thus not subject to any Luxembourg tax (i.e., corporate income tax, municipalbusiness tax and net wealth tax) other than the annual subscription tax calculated on their (paid up) sharecapital (and share premium) or net asset value.

Other Taxes

There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable inLuxembourg by a holder of Notes as a consequence of the issuance of the Notes, nor will any of these taxesbe payable as a consequence of a subsequent transfer, exchange or redemption or repurchase of the Notesunless the Notes are voluntarily registered.

Luxembourg net wealth tax will not be levied on a corporate holder of Notes, unless (a) such holder ofNotes is a Luxembourg resident other than a holder of Notes governed by (i) the law of 17th December2010 on undertakings for collective investment, as amended, (ii) the law of 13th February 2007 specialisedinvestment funds, as amended; (iii) the law of 22nd March 2004 on securitisation, as amended; (iv) the lawof 15th June 2004 on the investment company in risk capital, as amended; or (v) the law of 11th May 2007on family wealth management companies, as amended or (b) the Notes are attributable to an enterprise orpart thereof which is carried on in Luxembourg through a permanent establishment or a permanentrepresentative.

No Luxembourg estate or inheritance taxes are levied on the transfer of the Notes upon the death of aholder of Notes in cases where the deceased was not a resident of Luxembourg for inheritance law purposes.

No Luxembourg gift tax will be levied on the transfer of the Notes by way of gift unless the gift is registeredin Luxembourg.

Taxation of the Luxembourg Issuer

The Luxembourg Issuer is a company subject to corporate income tax and municipal business tax inLuxembourg at the standard rate, with a minimal corporate income tax liability of €3,210 (including thesolidarity surcharge) if the sum of the its financial assets, the amounts owed by affiliated undertakings andundertakings linked by virtue of a participating interest, the transferable securities, the cash in postal chequeaccounts, the cheques for collection, the bills for collection, the cash in hand and the cash at bank exceeds90 per cent. of its total balance sheet.

The Luxembourg Issuer will not be subject to VAT in Luxembourg in respect of payments in considerationfor the issue of the Notes or in respect of payments of interest or principal under the Notes or the transferof the Notes.

Luxembourg VAT may however be payable in respect of fees charged for certain services rendered to theLuxembourg Issuer if, for Luxembourg VAT purposes, such services are rendered or are deemed to berendered in Luxembourg and an exemption from Luxembourg VAT does not apply with respect to suchservices.

Canada

Subject to the following, in the case of a Note issued by FFC (a “Canadian Issuer Note”), interest paid orcredited by FFC or the Guarantor or deemed to be paid or credited by FFC or the Guarantor on such Note(including accrued interest on such Note in certain cases involving the assignment or transfer of such Note

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to FFC) to a Non-Resident of Canada (as defined below) who is the beneficial owner of such Note, will notbe subject to Canadian non-resident withholding tax for the purposes of the Canadian federal income taxlaws provided such interest is not “participating debt interest” for purposes of the Canadian federal incometax laws. Interest paid or deemed to be paid on the Canadian Issuer Notes will be participating debt interestfor these purposes if all or any portion of such interest on the Canadian Issuer Notes is contingent ordependent upon the use of, or production from, property in Canada or is computed by reference to revenue,profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payableon any class of shares of the capital stock of a corporation. The Canadian non-resident withholding tax isat the rate of 25 per cent., or such lower rate as may be provided for under the terms of any applicablebilateral tax treaty.

For the purposes of this summary a Non-Resident of Canada means a person who, at all relevant times andfor the purposes of the Canadian federal income tax laws, deals at arm’s length with FFC and the Guarantor,is not a “specified shareholder” (as defined in subsection 18(5) of the Act) of FFC and deals at arm’s lengthwith any such “specified shareholder” of FFC (within the meaning of the Act), is the beneficial owner of theNote and is neither a resident nor deemed to be a resident of Canada at any time during which the CanadianIssuer Note is held (and to whom the Canadian Issuer Note is not a “designated insurance property” withinthe meaning of the Act), who does not use or hold and is not deemed to use or hold the Canadian IssuerNote in or in the course of carrying on a business in Canada and is not otherwise required by or for thepurposes of such laws to include an amount in respect of the Canadian Issuer Note in computing incomefrom a business carried on in Canada (“Non-Resident of Canada”).

In the event that a Canadian Issuer Note is redeemed, cancelled, repurchased or purchased by FFC from aNon-Resident of Canada or assigned or otherwise transferred by a Non-Resident of Canada to a residentor deemed resident of Canada at a time when there is accrued interest on the Canadian Issuer Note, or foran amount which exceeds, generally, the issue price thereof (as calculated in Canadian dollars at the time ofissue), the accrued interest or the difference between the price for which such Note is redeemed, cancelled,repurchased or purchased or otherwise assigned or transferred (as calculated in Canadian dollars at suchtime) and the issue price (as calculated in Canadian dollars at the time of issue) may, in certaincircumstances, be deemed to be interest on such Note. Such deemed interest on such Note will be subject toCanadian non-resident withholding tax if such interest is not otherwise exempt from Canadian non-residentwithholding tax (as described above) or if the Non-Resident of Canada does not deal at arm’s length, withinthe meaning of the Canadian federal income tax laws, with the resident or deemed resident of Canada towhich the Canadian Issuer Note is assigned or otherwise transferred. An exception to this deemed interestrule (except in the case of accrued interest) may apply if the Canadian Issuer Note was issued for at least97 per cent. of its principal amount and its annual yield is not more than four-thirds of the interest stipulatedto be payable on such Note. Depending upon the terms set forth in the applicable Final Terms, CanadianIssuer Notes issued at a discount or redeemable at a premium may be subject to these deemed interest rules,and accordingly may be subjected to Canadian non-resident withholding tax.

Under the existing federal laws of Canada, generally, there are no other taxes on income (including taxablecapital gains) payable in respect of a Canadian Issuer Note or interest, discount, or premium thereon by aNon-Resident of Canada

The foregoing is general information with respect to certain Canadian federal income tax considerationsapplicable under current law to Non-Residents of Canada. It is not exhaustive. Holders of Notes shouldconsult their own tax advisers for advice with respect to their particular situations. In particular, thissummary only considers Notes contemplated by terms and conditions set out herein.

United States

The following is a summary of certain United States federal tax considerations that may be relevant to aholder which is a beneficial owner of Notes issued by FFNA and is a United States Alien (as defined inCondition 8(d) of “Terms and Conditions of the Notes”). This summary is based on laws, regulations,rulings and decisions now in effect, all of which are subject to change. The information provided below doesnot purport to be a complete summary of United States tax law and practice currently applicable.

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TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, INVESTORSARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL INCOME TAX ISSUES INTHIS BASE PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOTBE RELIED UPON, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BEIMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) SUCHDISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE PROMOTION ORMARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUERS OF THETRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) INVESTORS SHOULD SEEKADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAXADVISOR.

Under current United States federal income and estate tax law:

(i) payment on a Note by FFNA, the Guarantor, or any Paying Agent to a holder that is a United StatesAlien will not be subject to withholding of United States federal income tax, provided that, withrespect to payments of interest or original issue discount, (a) the holder does not actually orconstructively own 10 per cent. or more of the combined voting power of all classes of stock and isnot a controlled foreign corporation related to FFNA through stock ownership, (b) the interest is notcontingent interest described in section 871(h)(4) of the Code (very generally, interest based on ordetermined by reference to income, profits, cash flow or other comparable attributes of FFNA or arelated person), (c) the beneficial owner provides a statement signed under penalties of perjury thatincludes its name and address and certifies that it is a United States Alien in compliance withapplicable requirements (or satisfies certain documentary evidence requirements for establishing thatit is a United States Alien), and (d) in the case of Notes issued after 31st December 2013, the holderhas provided any required information with respect to its direct and indirect U.S. owners and, if theNotes are held through (or any payment is made through) a foreign financial institution, theinstitution has entered into and is in compliance with an agreement, described in Section 1471(b)(1)of the Code and the regulations promulgated thereunder, with the U.S. government to collect andprovide to the U.S. tax authorities information about its direct and indirect United States accounts (oris entitled to the benefits of an intergovernmental agreement between a jurisdiction and the UnitedStates and is in compliance with relevant implementing legislation);

(ii) a holder of a Note that is a United States Alien will not be subject to United States federal income taxon gain realised on the sale, exchange or redemption of the Note unless (x) such gain is effectivelyconnected with the conduct by the holder of a trade or business in the United States or (y) in the caseof gain realised by an individual holder, the holder is present in the United States for 183 days or morein the taxable year of the sale and either (A) such gain or income is attributable to an office or otherfixed place of business maintained in the United States by such holder or (B) such holder has a taxhome in the United States; and provided further that, in the case of a sale, exchange, redemption orother taxable disposition of a Note issued after 31st December 2013 effected after 31st December2016, such holder has provided any required information with respect to its direct and indirect U.S.owners, if any, and, if the Notes are held through (or any payment is made through) a foreignfinancial institution, the institution has entered into and is in compliance with an agreement,described in Section 1471(b)(1) of the Code and the regulations promulgated thereunder, with theU.S. government to collect and provide to the U.S. tax authorities information about its direct andindirect United States accounts (or is entitled to the benefits of an intergovernmental agreementbetween a jurisdiction and the United States and is in compliance with relevant implementinglegislation); and

(iii) a Note will not be subject to United States federal estate tax as a result of the death of a holder whois not a citizen or resident of the United States at the time of death, provided that such holder did notat the time of death actually or constructively own 10 per cent. or more of the combined voting powerof all classes of stock of FFNA and, at the time of such holder’s death, payments of interest on suchNote (A) would not have been effectively connected with the conduct by such holder of a trade orbusiness in the United States and (B) are not contingent interest described in section 871(h)(4) of theCode.

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Pursuant to Sections 1471 through 1474 of the Code, the regulations promulgated thereunder, and anyagreements thereunder, official interpretations thereof, or law implementing an intergovernmental approachthereto (“FATCA”), FFNA may be required, with respect to Notes issued after 31st December 2013, towithhold U.S. tax at a rate of 30% on payments of (i) interest on the Notes or (ii) the gross proceeds fromthe sale, exchange, redemption or other taxable disposition of the Notes effected after 31st December 2016,made to United States Aliens or non-U.S. financial institutions (including financial institutions throughwhich payments on the Notes are made) that fail to comply with certain requirements and information-reporting obligations (as set out in more detail above). If an amount is so withheld pursuant to FATCA,neither FFNA nor any other person would, pursuant to the Conditions of the Notes, be required to payadditional amounts as a result of such withholding. United States Aliens should consult their own taxadvisors regarding FATCA and its relevance to their investment.

Information returns may be required to be filed and backup withholding may apply with respect topayments on a Note. The beneficial owners of a Note may be required to comply with applicablecertification procedures to establish, under penalties of perjury, their non-U.S. status (or an otherwiseapplicable exemption) in order to avoid the application of such information reporting requirements andbackup withholding.

For the purposes of applying the rules set forth under this heading “Taxation—United States” to an entitythat is treated as fiscally transparent (e.g. a partnership) for U.S. federal income tax purposes, the beneficialowner means each of the ultimate beneficial owners of the entity.

European Union Directive on Taxation of Savings Income

Under EC Council Directive 2003/48/EC on the taxation of savings income, member states of the EuropeanUnion are required to provide to the tax authorities of another member state details of payments of interest(or similar income) paid by a person within its jurisdiction to an individual resident in that other EUmember state or to certain limited types of entities established in that other member state. However, for atransitional period, Luxembourg (see “Taxation—Luxembourg—Luxembourg non-resident individuals,”above) and Austria are instead required (unless during that period they elect otherwise) to operate awithholding system in relation to such payments (the ending of such transitional period being dependentupon the conclusion of certain other agreements relating to information exchange with certain other non-EU countries). A number of non-EU countries and territories including Switzerland have adopted similarmeasures (a withholding system in the case of Switzerland).

The European Commission and the European Parliament have proposed certain amendments to theDirective 2003/48/EC, which may, if implemented, amend or broaden the scope of the requirementsdescribed above.

Prospective purchasers of the Notes should consult their own tax advisers as to the potential effects of theproposed amendments to Directive 2003/48/EC on their investment in the Notes and to monitor theeventual enactment of the above-mentioned proposal.

Italy

Tax Treatment of Notes Issued by Fiat

Interest Income

Legislative Decree No. 239 of 1st April 1996, as amended (“Legislative Decree 239”) provides for the taxtreatment applicable to interest, premium and other income (including the difference between theredemption amount and the issue price; such interest, premium and other income collectively referred to asthe “Notes Income”) arising from notes falling within the category of bonds (obbligazioni) or debenturessimilar to bonds (titoli similari alle obbligazioni) issued, inter alia, by companies listed on an Italianregulated market, such as the Notes issued by Fiat.

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Italian Resident Holders

Where an Italian resident holder of the Notes is (i) an individual not engaged in an entrepreneurial activityto which the Notes are connected (unless he has opted for the application of the discretionary investmentportfolio regime — see under section “Capital gains”, below), (ii) a non-commercial partnership, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income tax, anyNotes Income accrued by such holder during the relevant holding period is subject to a final withholdingtax referred to as “imposta sostitutiva”, levied at the rate of 20% when the Notes Income is cashed ordeemed to be cashed upon the disposal for a consideration of the Notes.

In case the holders falling under (i) or (iii), above, are engaged in an entrepreneurial activity to which theNotes are connected, the Notes Income is currently included in their overall year-end taxable income on anaccrual basis and taxed at progressive rates of personal income tax (IRPEF) with respect to individualsdoing business either directly or through a partnership (currently, the marginal rate equals 43%, plus anadditional surcharge of up to 2.5% depending on the municipality of residence and an extraordinarysurcharge — called “contributo di solidarietà” — of 3% on any income in excess of Euro 300,000, suchextraordinary surcharge being deductible from taxable income and applicable for the 2011-2013 taxperiods; however, government is already empowered to extend its application for future years) or corporateincome tax (IRES), with respect to private and public institutions, currently levied at a rate of 27.5%. Insuch cases, the imposta sostitutiva is levied as a provisional tax creditable against the overall income taxdue.

Where an Italian resident holder is a company or similar commercial entity and the Notes are deposited withan Intermediary (as defined below), the Notes Income would not be subject to the imposta sostitutiva, butcurrently included in the holder’s overall year-end income as accrued and is therefore subject to corporateincome tax and, in addition, in certain circumstances, depending on the “status” of the holder (i.e.,generally, in the case of banks or financial institutions), to a regional quasi-income tax (IRAP), generallylevied at a rate that may vary between 3.90% and 6.90%, depending on the holder’s actual “status” andregion of residence.

The Notes Income received by (i) Italian resident real estate investment funds established pursuant to Article37 of Legislative Decree No. 58 of 25th January 1994 or pursuant to Article 14-bis of Law No. 86 of 25thJanuary 1994, or (ii) pursuant to Law Decree No. 225 of 29th December 2010, an Italian resident open-ended or a closed-ended investment fund, or a SICAV, is exempt from taxation at the level of such entities.

Where an Italian resident holder is a pension fund subject to the regime provided for by article 17 ofLegislative Decree No. 252 of 5th December 2005, and the Notes are deposited with an Intermediary, theNotes Income accrued during the holding period, is not subject to the imposta sostitutiva but is included inthe year-end result of the fund’s relevant portfolio, which is subject to a substitute tax levied at a rate of11%.

Pursuant to Legislative Decree 239, the imposta sostitutiva is levied by banks, qualified financialintermediaries (SIMs), fiduciary companies, asset management companies (SGRs), stockbrokers and otherentities identified by a decree of the Ministry of Economy and Finance (each an “Intermediary”).

An Intermediary must (i) be resident in Italy or be the Italian permanent establishment of a non-Italianresident financial intermediary and (ii) intervene, in any way, in the collection of interest accrued on, or inthe transfer of, the Notes. For the purpose of the application of the imposta sostitutiva, a transfer of Notesincludes any assignment or transfer, made either with or without consideration, which results in a changeof the ownership of the relevant Notes or in a change of the Intermediary with which the Notes aredeposited.

Where the Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld byany entity paying the Notes Income to a Notes’ holder.

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Non-Italian Resident Holders

If the holder of the Notes is a non-Italian resident that does not have a permanent establishment in Italy towhich the Notes are effectively connected, an exemption from the imposta sostitutiva applies provided thatsuch holder is either (i) resident, for tax purposes, in a country included in the list of States and territoriesallowing an adequate exchange of information with the Italian tax authorities, to be approved with aseparate ministerial decree pursuant to Article 168-bis of Presidential Decree No. 917 of 22nd December1986 (pending the approval of such ministerial decree, the relevant countries for these purposes are thoseincluded in the list approved with Ministerial Decree of 4th September 1996, as amended); or (ii) aninternational body or entity set up in accordance with international agreements which have entered intoforce in Italy; or (iii) a Central Bank or an entity which manages, inter alia, the official reserves of a foreignState; or (iv) an institutional investor, whether or not subject to tax, which is established in a country whichallows for an adequate exchange of information with Italy, as indicated above.

In order for this exemption to apply and to ensure a gross payment of the Notes Income, non-Italianresident holders of the Notes eligible for the exemption must be the beneficial owners of the Notes Incomeand

(i) deposit, directly or indirectly, the Notes with a resident bank or broker-dealer or a permanentestablishment in Italy of a non-Italian resident bank or broker-dealer or with a non-Italian residententity or company participating in a centralised securities management system which is electronicallyconnected with the Ministry of Economy and Finance, such as Euroclear or Clearstream; and

(ii) file with the relevant depositary, prior to or concurrently with the deposit of the Notes and in no eventlater than a payment of the Notes Income is made as a result of the holding or disposal of the Notes,a statement of or on behalf of the relevant holder, which remains valid until it is withdrawn orrevoked, in which the holder declares to be eligible to benefit from the applicable exemption from theimposta sostitutiva. This certification (which is not requested for international bodies or entities setup in accordance with international agreements which have entered into force in Italy nor in the caseof foreign central banks or entities which manage, inter alia, the official reserves of a foreign State)must comply with the requirements set forth by Ministerial Decree of 12th December 2001, as maybe amended or supplemented.

Should a holder of the Notes otherwise entitled to an exemption suffer the application of the substitute taxbecause of a failure by such holder to comply with these procedures, the holder may request a refund of thesubstitute tax so applied directly from the Italian tax authorities within 48 months from the application ofthe tax. Such procedures may entail costs and the refunds may be subject to extensive delays. Beneficialowners of the Notes are urged to consult their tax advisors on the procedures required under Italian tax lawto recoup the substitute tax in these circumstances.

The imposta sostitutiva will be applicable at the rate of 20% on the Notes Income paid to holders of theNotes not eligible for the exemption mentioned above. Investors eligible for a lower rate of taxation undera tax treaty, where applicable, may seek relief pursuant to the ordinary refund procedure.

Atypical Securities

Interest payments relating to Notes that are not deemed to fall within the category of bonds (obbligazioni)or debentures similar to bonds (titoli similari alle obbligazioni) may be subject to a withholding tax, leviedat the rate of 20%. For this purpose, debentures similar to bonds are securities that incorporate anunconditional obligation to pay an amount not lower than their nominal value.

Where the holder is (i) an Italian individual engaged in an entrepreneurial activity to which the Notes areconnected, (ii) an Italian company or similar commercial entity, (iii) a permanent establishment in Italy ofa foreign entity to which the Notes are connected, (iv) an Italian commercial partnership, or (v) an Italiancommercial private or public institution, the 20% withholding tax is provisional and credited against theoverall personal or corporate income tax due. In all other cases, such withholding tax is final.

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Capital Gains

Italian Resident Holders

Capital gains realised upon the sale or redemption of the Notes is currently included in the overall taxableincome of an Italian company or a similar commercial entity (including the Italian permanent establishmentof foreign entities to which the Notes are connected) or Italian resident individuals engaged in anentrepreneurial activity to which the Notes are connected. As such, it is subject to corporate or personalincome tax, as the case may be, at the rates illustrated above. In addition, in certain circumstances,depending on the “status” of the holder, it may also be subject to IRAP.

Capital gains arising from the sale or redemption of the Notes realised by an Italian resident holder who isan individual not engaged in an entrepreneurial activity to which the Notes are connected, are subject to acapital gains tax (imposta sostitutiva sulle plusvalenze azionarie), currently levied at the rate of 20%,pursuant to one of the following regimes:

(i) under the tax return regime (regime della dichiarazione), which is the default regime for Italianresident individuals not engaged in an entrepreneurial activity to which the Notes are connected, thecapital gains tax is chargeable, on a cumulative basis, on all capital gains, net of any incurred capitalloss, realised by any such holder on all sales or redemptions of the Notes occurring in any given taxyear. Such gain, net of any relevant incurred capital loss, must be reported in the year-end tax returnand the tax must be paid on the capital gain together with any income tax due for the relevant taxyear; or

(ii) under the non-discretionary portfolio regime (regime del risparmio amministrato), the holder mayelect to pay the tax separately on capital gains realised on each sale or redemption of the Notes. Thisseparate taxation of capital gains is allowed subject to (x) the Notes being deposited with Italianbanks, SIMs or certain authorised financial intermediaries and (y) the holder making a timely electionin writing for the regime del risparmio amministrato, addressed to any such intermediary. Thedepositary is then responsible for accounting for the tax in respect of capital gains realised on eachsale or redemption of the Notes (as well as in respect of capital gains realised upon the revocation ofits mandate), net of any incurred capital loss, withholding and remitting it to the Treasury the tax due;or

(iii) under the discretionary portfolio regime (regime del risparmio gestito), eligible when the Notes areincluded in a portfolio discretionarily managed by an authorised intermediary, the 20% capital gainstax is paid on the appreciation of the overall investment portfolio of the holder managed by suchintermediary accrued in any given year (including the gains realised on the sale or redemption of theNotes). The tax is paid by the authorised intermediary. Any depreciation of the investment portfolioaccrued at year-end may be carried forward and netted against the appreciation accrued in any of thefour succeeding tax years.

Capital gains realised by (i) Italian resident real estate investment funds established pursuant to Article 37of Legislative Decree No. 58 of 1994 or pursuant to Article 14-bis of Law No. 86 of 1994, or (ii) pursuantto Law Decree No. 225 of 2010, an Italian resident open-ended or a closed-ended investment fund, or aSICAV, is exempt from taxation at the level of such entities.

Any capital gains realised by a holder that is an Italian pension fund (subject to the regime provided for byarticle 17 of Legislative Decree No. 252 of 2005) is included in the balance of the fund’s relevant portfolioaccrued at the end of the tax period, to be subject to the 11% substitute tax.

Non-Italian Resident Holders

Capital gains realised by non-Italian resident holders of the Notes that do not have a permanentestablishment in Italy to which the Notes are effectively connected, from the sale or redemption of theNotes, are exempt from taxation, provided that the Notes are held outside of Italy and, in any event, if atthe time of the disposal, sale or redemption, the Notes are listed on a regulated market.

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Capital gains realised by non-Italian resident holders from the sale or redemption of Notes not traded onregulated markets or held in Italy are exempt from the capital gains tax, provided that the beneficial owner(i) is resident in a country which allows for an adequate exchange of information with Italy; or (ii) is aninternational entity or body set up in accordance with international agreements which have entered intoforce in Italy; or (iii) is a Central Bank or an entity which manages, inter alia, the official reserves of aforeign State; or (iv) is an institutional investor which is resident in a country which allows for an adequateexchange of information with Italy.

If the conditions above are not met, such gains are subject to the 20% capital gains tax, if the Notes areheld in Italy unless a convention against double taxation with Italy applies. In that case, such capital gainsare generally exempt from Italian taxation.

Inheritance and Gift Taxes

Pursuant to Law Decree No. 262 of 3rd October 2006, as converted in law, with amendments, pursuant toLaw No. 286 of 24th November 2006, a transfer of the Notes by reason of death or gift is subject to aninheritance and gift tax levied on the value of the inheritance or gift, as follows:

– Transfers to a spouse or direct descendants or ancestors up to €1,000,000 to each beneficiary areexempt from inheritance and gift tax. Transfers in excess of such threshold will be taxed at a 4% rateon the value of the Notes exceeding such threshold;

– Transfers between relatives up to the fourth degree other than siblings, and direct or indirect relativesby affinity up to the third degree are taxed at a rate of 6% on the value of the Notes (where transfersbetween siblings up to a maximum value of €100,000 for each beneficiary are exempt frominheritance and gift tax); and

– Transfers by reason of gift or death of Notes to persons other than those described above will be taxedat a rate of 8% on the value of the Notes.

If the beneficiary of any such transfer is a disabled individual, whose handicap is recognised pursuant toLaw No. 104 of 5th February 1992, the tax is applied only on the value of the assets (including the Notes)received in excess of €1,500,000 at the rates illustrated above, depending on the type of relationship existingbetween the deceased or donor and the beneficiary.

Stamp Duty on the Notes

Pursuant to Article 13(2-ter) of the tariff (tariffa) attached to Presidential Decree No. 642 of 26th October1972 (as amended with Law Decree No. 201 of 6th December 2011, converted into law with Law No. 214of 22nd December 2011, and subsequently with Law Decree No. 16 of 2nd March 2012, converted intolaw with Law No. 44 of 26th April 2012, and Law No. 228 of 24th December 2012), regulating the Italianstamp duty, a proportional stamp duty applies on the periodic reporting communications sent by Italian-based financial intermediaries to their clients with respect to any financial instruments (including bonds,such as the Notes). The stamp duty does not apply to the communications sent or received by pension fundsand health funds.

Such stamp duty is generally levied, as of 1st January 2012, by the above-mentioned financialintermediaries, and computed on the fair market value of the financial instruments or, in case the fair marketvalue cannot be determined, on their face or redemption values (or purchase cost) at the following rates: (i)0.1% for 2012, with a cap of Euro 1,200 just for that year and a minimum tax amount of Euro 34.20, and(ii) 0.15% as of 2013 with a minimum tax amount of Euro 34.20 and a cap of Euro 4,500 for clients otherthan individuals. The stamp duty is levied on an annual basis. In case of reporting periods of less than 12months, the stamp duty is pro-rated.

Moreover, pursuant to Article 19(18-23) of Law Decree No. 201 of 6th December 2011 (as amended withLaw No. 228 of 24th December 2012), a similar duty applies, as of 2012, on the fair market value (or, incase the fair market value cannot be determined, on their face or redemption values, or purchase cost) ofany financial asset (including bonds such as the Notes) held abroad by Italian resident individuals. Such duty

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will apply at the following rates: (i) 0.1% for 2012, and (ii) 0.15% as of 2013. A tax credit is granted forany foreign property tax levied abroad on such financial assets.

Prospective investors are urged to consult their own tax advisors as to the tax consequences of theapplication of the new stamp duty on their investment in Notes.

Implementation in Italy of the Savings Directive

Italy has implemented the EU Savings Tax Directive with Legislative Decree No. 84 of 18th April 2005(“Decree 84”). Under Decree 84, subject to a number of important conditions being met, where interest ispaid on the Notes (including interest accrued on the Notes at the time of their disposal) to individuals whoqualify as beneficial owners of the interest payment and are resident for tax purposes in another EU memberstate, Italian qualifying paying agents are required to report to the Italian tax authorities details of therelevant payments and personal information on the individual beneficial owner and they shall not apply thewithholding tax. Such information is transmitted by the Italian tax authorities to the competent foreign taxauthorities of the State of residence of the beneficial owner.

Payments made by the Guarantor

There is no authority directly addressing the Italian tax regime of payments made by the Guarantor underthe Guarantee.

According to one interpretation of Italian tax law, payments in lieu of interest made by the Guarantor underthe Guarantee may be subject to the same regime described above under section “Interest Income”.

According to another interpretation of Italian tax law, any payments made by the Guarantor under theGuarantee to such holders may be subject to a 20% tax levied by means of a final or provisionalwithholding, depending on “status” of the relevant holder of the Notes. In case of payments to non-Italianresident holders, a reduced rate of taxation may apply pursuant to an applicable double taxation conventionprovided that a certification of residence issued by the competent tax authorities of the treaty partnercountry is duly produced. Pursuant to another interpretation, holders of the Notes resident in a country thathas an adequate exchange of information programme in place with Italy (which is included in the list ofstates and territories allowing an adequate exchange of information with the Italian tax authorities to beapproved with the above-mentioned separate ministerial decree pursuant to Article 168-bis of PresidentialDecree No. 917 of 1986) and certain other holders of the Notes (including international bodies or entitiesset up pursuant to international agreements executed by Italy or a central bank or entity that manages, interalia, the official reserves of a foreign bank) may be eligible for an exemption from Italian taxation insofaras they produce a tax exemption application form for non-residents pursuant to the ministerial Decree of12th December 2001.

Prospective investors are urged to consult their own tax advisors as to the tax consequences of any suchwithholding, including the potential availability of foreign tax credits or deductions for such withholding.

Hong Kong

The following is a general description of certain tax considerations relating to the Notes and is based onlaw and relevant interpretations thereof in effect as at the date of this Base Prospectus, all of which aresubject to change, and does not constitute legal or taxation advice. It does not purport to be a completeanalysis of all tax considerations relating to the Notes. Prospective holders of Notes who are in any doubtas to their tax position or who may be subject to tax in a jurisdiction are advised to consult their ownprofessional advisers.

Withholding tax

Under the existing Hong Kong law, no withholding tax in Hong Kong is payable on payments of principalor interest with respect to the Notes.

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Profits tax

Profits tax is chargeable on every person carrying on a trade, profession or business in Hong Kong in respectof assessable profits arising in or derived from Hong Kong from such trade, profession or business.

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “Inland RevenueOrdinance”) as it is currently applied, interest on the Notes may be deemed to be profits arising in orderived from Hong Kong from a trade, profession or business carried on in Hong Kong in the followingcircumstances:

(i) interest on the Notes is received by or accrues to a financial institution (as defined in the InlandRevenue Ordinance) and arises through or from the carrying on by the financial institution of itsbusiness in Hong Kong; or

(ii) interest on the Notes is derived from Hong Kong and is received by or accrues to a company (otherthan a financial institution) carrying on a trade, profession or business in Hong Kong; or

(iii) interest on the Notes is derived from Hong Kong and is received by or accrues to a person (other thana company) carrying on a trade, profession or business in Hong Kong and is in respect of the fundsof the trade, profession or business.

Sums derived from the sale, disposal or redemption of the Notes will be subject to Hong Kong profits taxwhere received by or accrued to a person who carries on a trade, profession or business in Hong Kong andthe sum has a Hong Kong source.

Stamp duty

No Hong Kong stamp duty will be chargeable upon the issue or transfer of a Note.

People’s Republic of China

The holders of the Notes who are not residents in the PRC for PRC tax purposes and who do not hold theNotes in connection with a permanent establishment or a fixed base in the PRC will not be subject towithholding tax, income tax or any other taxes or duties imposed by any governmental authority in the PRCin respect of their. Notes or any repayment of principal and payment of interest made thereon.

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Subscription and sale, and selling and transfer restrictionsThe Dealers have, in an amended and restated programme agreement (the “Programme Agreement”) datedon or about 19th March 2013 agreed with the Issuers and the Guarantor a basis upon which they or anyof them may from time to time agree to purchase Notes and resell such Notes. Any such agreement willextend to those matters stated under “Form of the Notes” and “Terms and Conditions of the Notes.” Inthe Programme Agreement, each of the Issuers (failing which the Guarantor) has agreed to reimburse theDealers for certain of their expenses in connection with the establishment and any future update of theProgramme and the issue of Notes under the Programme and to indemnify the Dealers against certainliabilities incurred by them in connection therewith.

In order to facilitate the offering of any Tranche of the Notes, certain persons participating in the offeringof the Tranche may engage in transactions that stabilise, maintain or otherwise affect the market price ofthe relevant Notes during and after the offering of the Tranche. Specifically such persons may over-allot orcreate a short position in the Notes for their own account by selling more Notes than have been sold tothem by the relevant Issuer. Such persons may also elect to cover any such short position by purchasingNotes in the open market. In addition, such persons may stabilise or maintain the price of the Notes bybidding for or purchasing Notes in the open market and may impose penalty bids, under which sellingconcessions allowed to syndicate members or other broker-dealers participating in the offering of the Notesare reclaimed if Notes previously distributed in the offering are repurchased in connection with stabilisationtransactions or otherwise. The effect of these transactions may be to stabilise or maintain the market priceof the Notes at a level above that which might otherwise prevail in the open market. The imposition of apenalty bid may also affect the price of the Notes to the extent that it discourages resales thereof. Norepresentation is made as to the magnitude or effect of any such stabilising or other transactions. Suchtransactions, if commenced, may be discontinued at any time. Under U.K. laws and regulations stabilisingactivities may only be carried on by the Stabilising Manager named in the applicable Final Terms and onlyfor a period of 30 days following the Issue Date of the relevant Tranche of Notes.

Transfer Restrictions

As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legalcounsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.

Each purchaser of Registered Notes (other than a person purchasing an interest in a Registered Global Notewith a view to holding it in the form of an interest in the same Global Note) or person wishing to transferan interest from one Registered Global Note to another or from global to definitive form or vice versa, willbe required to acknowledge, represent and agree as follows (terms used in this paragraph that are definedin Rule 144A or in Regulation S are used herein as defined therein):

(i) that either: (a) it is a QIB, purchasing (or holding) the Notes for its own account or for the accountof one or more QIBs and it is aware that any sale to it is being made in reliance on Rule 144A or (b)it is outside the United States and is not a U.S. person;

(ii) that the Notes are being offered and sold in a transaction not involving a public offering in the UnitedStates within the meaning of the Securities Act, and that the Notes have not been and will not beregistered under the Securities Act or any other applicable U.S. state securities laws and may not beoffered or sold within the United States or to, or for the account or benefit of, U.S. persons except asset forth below;

(iii) that, unless it holds an interest in a Regulation S Global Note and either is a person located outsidethe United States or is not a U.S. person, if in the future it decides to resell, pledge or otherwisetransfer the Notes or any beneficial interests in the Notes, it will do so, prior to the date which is oneyear after the later of the last Issue Date for the Series and the last date on which the relevant Issueror an affiliate of the relevant Issuer was the owner of such Notes, only (a) to the Issuer or any affiliatethereof, (b) inside the United States to a person whom the seller reasonably believes is a QIBpurchasing for its own account or for the account of a QIB in a transaction meeting the requirementsof Rule 144A, (c) outside the United States in compliance with Rule 903 or Rule 904 under the

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Securities Act, (d) pursuant to the exemption from registration provided by Rule 144 under theSecurities Act (if available) or (e) pursuant to an effective registration statement under the SecuritiesAct, in each case in accordance with all applicable U.S. State securities laws;

(iv) that it will, and will require each subsequent holder to, notify any purchaser of the Notes from it ofthe resale restrictions referred to in paragraph (iii) above, if then applicable;

(v) that Notes initially offered in the United States to QIBs will be represented by one or more Rule 144AGlobal Notes and that Notes offered outside the United States in reliance on Regulation S will berepresented by one or more Regulation S Global Notes;

(vi) that the Notes, other than the Regulation S Global Notes, will bear a legend to the following effectunless otherwise agreed to by the relevant Issuer:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE U.S. STATE SECURITIESLAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES ORTO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THEFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THATIT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THESECURITIES ACT) PURCHASING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THEACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES THAT IT WILLNOT RESELL OR OTHERWISE TRANSFER THE SECURITIES EXCEPT IN ACCORDANCE WITHTHE AGENCY AGREEMENT REFERRED TO HEREIN AND, PRIOR TO THE DATE WHICH IS ONEYEAR AFTER THE LATER OF THE LAST ISSUE DATE FOR THE SERIES AND THE LAST DATE ONWHICH THE ISSUER OR AN AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITIESOTHER THAN (1) TO THE ISSUER OR ANY AFFILIATE THEREOF, (2) INSIDE THE UNITEDSTATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIEDINSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACTPURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,(3) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THESECURITIES ACT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BYRULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCEWITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANYOTHER JURISDICTION; AND (C) IT AGREES THAT IT WILL DELIVER TO EACH PERSON TOWHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THISLEGEND.

THIS SECURITY AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THEAGENCY AGREEMENT) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF SUCH SECURITIESSENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE RESTRICTIONS ON ANDPROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANYCHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR INPRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIESGENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED, BY ITS ACCEPTANCE ORPURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACHOF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALLFUTURE HOLDERS OF THIS SECURITY AND ANY SECURITIES ISSUED IN EXCHANGE ORSUBSTITUTION THEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADEHEREON).”;

(vii) if it is outside the United States and is not a U.S. person, that if it should resell or otherwise transferthe Notes prior to the expiration of the distribution compliance period (defined as 40 days after thelater of the commencement of the offering and the closing date with respect to the Tranche of which

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SUBSCRIPTION AND SALE, AND SELLING AND TRANSFER RESTRICTIONS

such Registered Notes form part), it will do so only (a)(i) outside the United States in compliance withRule 903 or 904 under the Securities Act or (ii) to a QIB in compliance with Rule 144A and (b) inaccordance with all applicable U.S. State securities laws; and it acknowledges that the Regulation SGlobal Notes will bear a legend to the following effect unless otherwise agreed to by the relevantIssuer:

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE U.S. STATESECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT INACCORDANCE WITH THE AGENCY AGREEMENT AND PURSUANT TO AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE TOAPPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THEDISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS PART.”;and

(viii) that the relevant Issuer and others will rely upon the truth and accuracy of the foregoingacknowledgements, representations and agreements, and agrees that if any of suchacknowledgements, representations or agreements made by it are no longer accurate, it shall promptlynotify the relevant Issuer; and if it is acquiring any Notes as a fiduciary or agent for one or moreaccounts it represents that it has sole investment discretion with respect to each such account and thatit has full power to make the foregoing acknowledgements, representations and agreements on behalfof each such account.

No sale of Legended Notes in the United States to any one purchaser will be for less than U.S.$250,000 (orits foreign currency equivalent) principal amount and no Legended Note will be issued in connection withsuch a sale in a smaller principal amount. If the purchaser is a non-bank fiduciary acting on behalf of others,each person for whom it is acting must purchase at least U.S.$250,000 (or its foreign currency equivalent)of Registered Notes.

Selling Restrictions

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S. persons except in certain transactionsexempt from the registration requirements of the Securities Act. Unless otherwise indicated herein, termsused in this section that are defined in Rule 144A or in Regulation S are used herein as defined therein.

The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or deliveredwithin the United States or its possessions or to a United States person, except in certain transactionspermitted by U.S. tax regulations; provided, however, that FFNA may not issue Notes in bearer form. Termsused in this paragraph and the following two paragraphs have the meanings given to them by the Code andregulations thereunder. The applicable Final Terms will identify whether TEFRA C rules or TEFRA D rules(each as defined under “Form of the Notes—Bearer Notes”) apply or whether TEFRA is not applicable.

In connection with any Notes which are offered or sold outside the United States in reliance on anexemption from the registration requirements of the Securities Act provided under Regulation S(“Regulation S Notes”), each Dealer has represented and agreed, and each further Dealer appointed underthe Programme will be required to represent and agree, that it will not offer, sell or deliver such RegulationS Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion ofthe distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on asyndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Regulation S Notesare a part or (iii) in the event of a distribution of a Tranche that is fungible therewith, until 40 days afterthe completion of the distribution of such fungible Tranche, as determined by the parties described in clause(ii), within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further

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agreed, and each further Dealer appointed under the Programme will be required to agree, that it will sendto each dealer to which it sells any Regulation S Notes during the distribution compliance period aconfirmation or other notice setting forth the restrictions on offers and sales of the Regulation S Noteswithin the United States or to, or for the account or benefit of, U.S. persons.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Noteswithin the United States by any dealer (whether or not participating in the offering) may violate theregistration requirements of the Securities Act if such offer or sale is made otherwise than in accordancewith an available exemption from registration under the Securities Act.

Dealers may arrange for the resale of Notes to QIBs pursuant to Rule 144A and each such purchaser ofNotes is hereby notified that the Dealers may be relying on the exemption from the registrationrequirements of the Securities Act provided by Rule 144A. The minimum aggregate principal amount ofNotes which may be purchased by a QIB pursuant to Rule 144A is U.S.$100,000 (or the approximateequivalent thereof in any other currency). To the extent that the relevant Issuer is not subject to or does notcomply with the reporting requirements of Section 13 or 15(d) of the Exchange Act or the informationfurnishing requirements of Rule 12g3-2(b) thereunder, the relevant Issuer has agreed to furnish to holdersof Notes and to prospective purchasers designated by such holders, upon request, such information as maybe required by Rule 144A(d)(4).

Public Offer Selling Restriction under the Prospectus Directive

In relation to each member state of the European Economic Area which has implemented the ProspectusDirective (each, a “Relevant Member State”), each Dealer has represented and agreed, and each furtherDealer appointed under the Programme will be required to represent and agree, that with effect from andincluding the date on which the Prospectus Directive is implemented in that Relevant Member State (the“Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subjectof the offering contemplated by this Base Prospectus as completed by the final terms in relation thereto tothe public in that Relevant Member State (the “Securities”), except that it may, with effect from andincluding the Relevant Implementation Date, make an offer of such Securities to the public in that RelevantMember State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevantprovision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualifiedinvestors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevantDealer or Dealers nominated by the relevant Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Securities referred to in (a) to (c) above shall require the relevant Issuer orany Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement aprospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Securities inany Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the Securities to be offered so as to enable an investor to decideto purchase or subscribe the Securities, as the same may be varied in that member state by any measureimplementing the Prospectus Directive in that member state and the expression “Prospectus Directive”means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to theextent implemented in the Relevant Member State), and includes any relevant implementing measure in theRelevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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The European Economic Area selling restriction is in addition to any other selling restriction set out below.

Canada

The Notes have not been, and will not be, qualified for sale under the securities laws of any province orterritory of Canada. Each Dealer has represented and agreed, and each further Dealer appointed under theProgramme will be required to represent and agree, that it has not offered, sold or delivered, and that it willnot offer, sell or deliver, any Notes, directly or indirectly, in Canada or to, or for the benefit of, any residentthereof in contravention of the securities laws of any province or territory of Canada or, in the case of Notesissued by FFC (the “FFC Notes”), without the consent of FFC. Each Dealer has also agreed not to distributethe Base Prospectus or any other offering material relating to the Notes, in Canada without the writtenpermission of FFC. Each Dealer has further agreed that it will deliver to any purchaser who purchases fromit any FFC Notes a notice stating in substance that, by purchasing such FFC Notes, such purchaserrepresents and agrees that it has not offered or sold, and until 40 days after any closing date, will not offeror sell, directly or indirectly, any of such FFC Notes in Canada or to, or for the benefit of, any residentthereof, except pursuant to available exemptions from applicable Canadian provincial or territorialsecurities laws and will deliver to any other purchaser to whom it sells any of such FFC Notes a noticecontaining substantially the same statement as in this sentence.

If the Notes may be offered, sold or distributed in Canada, the issue of the Notes will be subject to suchadditional selling restrictions as the Issuer and the relevant Dealer may agree. Each Dealer will be requiredto agree that it will offer, sell and distribute such Notes only in compliance with such additional Canadianselling restrictions.

Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly,no Notes may be offered, sold or delivered, nor may copies of the Base Prospectus or of any other documentrelating to the Notes be distributed in the Republic of Italy, except:

(i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative DecreeNo. 58 of 24th February 1998, as amended (the “Financial Services Act”) and Article 34-ter, firstparagraph, letter b) of CONSOB Regulation No. 11971 of 14th May 1999, as amended from timeto time (“Regulation No. 11971”); or

(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100of the Financial Services Act and Regulation No. 11971.

Any offer, sale or delivery of the Notes or distribution of copies of the Base Prospectus or any otherdocument relating to the Notes in the Republic of Italy under (i) or (ii) above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities inthe Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190of 29th October 2007, as amended from time to time, and Legislative Decree No. 385 of 1stSeptember 1993, as amended (the “Banking Act”);

(b) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank ofItaly, as amended from time to time, pursuant to which the Bank of Italy may request information onthe issue or the offer of securities in the Republic of Italy; and

(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOBor other Italian authority.

United Kingdom

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will berequired to represent and agree that:

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(i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinaryactivities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notesother than to persons whose ordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or as agent) for the purposes of their businesses or who it isreasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) forthe purposes of their business where the issue of the Notes would otherwise constitute acontravention of Section 19 of the Financial Services and Markets Act 2000 ( “FSMA”) by therelevant Issuer;

(ii) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue or sale of any Notes incircumstances in which Section 21(1) of the FSMA does not apply to the relevant Issuer or theGuarantor; and

(iii) it has complied and will comply with all applicable provisions of the FSMA, with respect to anythingdone by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act ofJapan (Act No. 25 of 1948, as amended; (the “FIEA”)) and each Dealer has represented and agreed andeach further Dealer appointed under the Programme will be required to represent and agree that it will notoffer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (asdefined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for thebenefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, andotherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerialguidelines of Japan in effect at the relevant time.

Hong Kong

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agreethat: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, anyNotes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong (“SFO”) and any rules made under that Ordinance; or (b) in other circumstances whichdo not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) ofHong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii)it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possessionfor the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or documentrelating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, thepublic of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than withrespect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to“professional investors” as defined in the SFO and any rules made under that Ordinance.

People’s Republic of China

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under theProgramme will be required to represent and agree that the Notes are not being offered or sold and maynot be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong Kongand Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of thePRC.

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Singapore

This Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore,and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 ofSingapore (the “Securities and Futures Act”). Accordingly, the Notes may not be offered or sold or madethe subject of an invitation for subscription or purchase nor may this Base Prospectus or any otherdocument or material in connection with the offer or sale or invitation for subscription or purchase of anyNotes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a)to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant personunder Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of theSecurities and Futures Act and in accordance with the conditions specified in Section 275 of the Securitiesand Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any otherapplicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by arelevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities andFutures Act)) the sole business of which is to hold investments and the entire share capital of whichis owned by one or more individuals, each of whom is an accredited investor;

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or thebeneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 monthsafter that corporation or that trust has acquired the Notes pursuant to an offer under Section 275 of theSecurities and Futures Act except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities andFutures Act or to any person arising from an offer referred to in Section 275(1A) or Section276(4)(i)(B) of the Securities and Futures Act; or

(ii) where no consideration is or will be given for the transfer; or

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securities andFutures (Offers of Investments) (Shares and Debentures) Regulations.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agreethat it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulationsin force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributesthe Base Prospectus and will obtain any consent, approval or permission required by it for the purchase,offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which itis subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuers, theGuarantor nor any of the other Dealers shall have any responsibility therefor.

None of the Issuers, the Guarantor or the Dealers represents that Notes may at any time lawfully be sold incompliance with any applicable registration or other requirements in any jurisdiction, or pursuant to anyexemption available thereunder, or assumes any responsibility for facilitating such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions asthe relevant Issuer and the relevant Dealer shall agree.

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General informationAuthorisation

The amendment and restatement of the Programme and the issue of Notes have been duly authorised byresolutions of the board of directors of each of Fiat, FFT and FFNA and the sole shareholder of FFC dated,respectively, 27th March 2009 and 30th January 2013, 11th March 2013, 8th March 2013, and 11thMarch 2013. The Guarantee has been given pursuant to Article 3 of the Guarantor’s by-laws.

Listing of Notes on the Irish Stock Exchange

The Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competentauthority under the Prospectus Directive. The Central Bank only approves this Base Prospectus as meetingthe requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approvalrelates only to the Notes which are to be admitted to trading on a regulated market for the purposes ofDirective 2004/39/EC, as amended and/or which are to be offered to the public in any member state of theEuropean Economic Area. Application has been made to the Irish Stock Exchange for the Notes issuedunder the Programme during the period of 12 months from the date of this Base Prospectus to be admittedto the official list (the “Official List”) and trading on its regulated market.

However, Notes may be issued pursuant to the Programme which will not be listed on the Irish StockExchange or any other stock exchange or which will be listed on such stock exchange as the relevant Issuerand the relevant Dealer(s) may agree.

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuers in relationto the Notes and is not itself seeking admission of the Notes to the Official List of the Irish Stock Exchangeor to trading on the regulated market of the Irish Stock Exchange for the purposes of the ProspectusDirective.

Documents Available

Copies of the following documents may be physically inspected at the offices of the Paying Agent in Irelandfor the life of the Base Prospectus:

(i) the constitutional documents (in the case of FFT, with an English translation thereof) of each Issuerand the by-laws (with an English translation thereof) of the Guarantor;

(ii) the audited non-consolidated financial statements of each of FFT, FFNA and FFC in respect of thefinancial years ended 31st December 2012 and 2011 (in the case of FFT, with an English translationthereof), the audited consolidated financial statements of the FFT Group in respect of the financialyears ended 31st December 2012 and 2011 (with an English translation thereof), and the auditedconsolidated and non-consolidated financial statements of the Guarantor in respect of the financialyears ended 31st December 2012 and 2011 (with an English translation thereof) (each of FFNA andFFC currently prepares audited non-consolidated accounts on an annual basis, and each of FFT andthe Guarantor prepares audited consolidated and non-consolidated accounts on an annual basis);

(iii) the most recently published audited annual financial statements of each Issuer (on an non-consolidated basis only in the case of FFNA and FFC, and on a non-consolidated and consolidatedbasis in the case of FFT) and the Guarantor (on a non-consolidated and consolidated basis) and themost recently published unaudited interim financial statements (if any) of each Issuer and theGuarantor (in the case of FFT, with an English translation thereof) (the Guarantor prepares unauditedconsolidated interim accounts on a semi-annual basis and unaudited non-consolidated interimaccounts on a quarterly basis);

(iv) the Programme Agreement, the Agency Agreement, the Guarantee, the Deed of Covenant, the DeedPoll and the forms of the Global Notes, the Notes in definitive form, the Coupons and the Talons;

(v) a copy of the Base Prospectus;

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(vi) any future prospectuses, information memoranda and supplements to the Base Prospectus and anyother documents incorporated herein or therein by reference, including Final Terms (save for FinalTerms relating to unlisted Notes, which will only be available for inspection by holders of the relevantNotes upon the production of evidence satisfactory to the relevant Issuer and the Paying Agent as toits holding of such Notes and identity); and

(vii) in the case of each issue of listed Notes subscribed pursuant to a subscription agreement, thesubscription agreement (or equivalent document).

Clearing Systems

Notes, other than CMU Notes, in bearer form have been accepted for clearance through Euroclear andClearstream. The appropriate Common Code and ISIN for each Tranche of Bearer Notes allocated byEuroclear and Clearstream will be specified in the applicable Final Terms.

CMU Notes have been accepted for clearance through the CMU Service. The appropriate CMU instrumentnumber for each Tranche of CMU Notes will be specified in the applicable Final Terms.

In addition, the relevant Issuer may make an application for any Notes in registered form to be accepted fortrading in book-entry form by DTC. The CUSIP and/or CINS numbers for each Tranche of RegisteredNotes, together with the relevant ISIN and Common Code, will be specified in the applicable Final Terms.If the Notes are to clear through an additional or alternative clearing system the appropriate informationwill be specified in the applicable Final Terms.

The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels,Belgium and the address of Clearstream is Clearstream Banking, 42, Avenue John F. Kennedy, L-1855Luxembourg, Grand-Duchy of Luxembourg. The address of CMU Service is 55th Floor, Two InternationalFinance Centre, 8 Finance Street, Central, Hong Kong.

Conditions for Determining Price

The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuerand each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change

Except as disclosed in the Base Prospectus, there has been no significant change in the financial or tradingposition of any of the Issuers, the Guarantor or the companies forming part of the Fiat Group since 31stDecember 2012, and there has been no material adverse change in the prospects of the Issuers or theGuarantor since 31st December 2012.

Litigation

None of the Issuers nor the Guarantor nor any other member of the Group is or has been involved in anylegal, governmental or arbitration proceedings (including any proceedings which are pending or threatenedof which the Issuers or the Guarantor are aware) which is reasonably likely to have or have had in the 12months preceding the date of this document a significant effect on the financial position or profitability ofthe Issuers, the Guarantor or the Group.

Material Contracts

None of the Issuers nor the Guarantor nor any other member of the Group has entered into any materialcontracts outside the ordinary course of business which could result in its being under an obligation orentitlement which is, or may be, material to the ability of the Issuers, the Guarantor or any member of theGroup to meet its obligations in respect of the Notes.

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Auditors

The independent auditors of FFT through the financial year ended 31st December 2011 were Deloitte S.A.,of 560, Rue De Neudorf, L-2220 Luxembourg, Grand-Duchy of Luxembourg. Deloitte S.A. audited (i) thestand-alone accounts of FFT as of and for the financial year ended on 31st December 2011, which arepresented in accordance with Luxembourg GAAP, and issued a report thereon without qualification, inaccordance with auditing standards generally accepted in Luxembourg, and (ii) the consolidated accountsof the FFT Group as of and for the financial year ended on 31st December 2011, which are presented inaccordance with IFRS as adopted by the European Union, and issued a report thereon without qualification,in accordance with auditing standards generally accepted in Luxembourg.

Deloitte S.A. is a member of the institute of registered auditors (Institut des Réviseurs d’Entreprises) whichis the Luxembourg member of the International Federation of Accountants and is registered in the publicregister of approved audit firms held by the Commission de Surveillance du Secteur Financier (“CSSF”) ascompetent authority for public oversight of approved statutory auditors and audit firms.

From 1st January 2012, the independent auditors of FFT are Ernst &Young S.A., of 7, rue GabrielLippmann, Parc d’Activité Syrdall 2, L-5365 Munsbach, Luxembourg, Grand-Duchy of Luxembourg. Ernst& Young S.A. audited (i) the stand-alone accounts of FFT as of and for the financial year ended on 31stDecember 2012, which are presented in accordance with Luxembourg GAAP, and issued a report thereonwithout qualification, in accordance with auditing standards generally accepted in Luxembourg, and (ii) theconsolidated accounts of the FFT Group as of and for the financial year ended on 31st December 2012,which are presented in accordance with IFRS as adopted by the European Union, and issued a reportthereon without qualification, in accordance with auditing standards generally accepted in Luxembourg.

Ernst & Young S.A. is a member of the institute of registered auditors (Institut des Réviseurs d’Entreprises)which is the Luxembourg member of the International Federation of Accountants and is registered in thepublic register of approved audit firms held by the CSSF as competent authority for public oversight ofapproved statutory auditors and audit firms.

The independent auditors of FFNA and FFC through the financial year ended 31st December 2011 wereDeloitte & Touche LLP, of 555 East Wells Street, Suite 1400, Milwaukee, Wisconsin, 53202, United Statesof America. Deloitte & Touche LLP audited the accounts of each of FFNA and FFC as of and for thefinancial year ended 31st December 2011, which are each presented in accordance with IFRS, and issued areport on each without qualification, in accordance with auditing standards generally accepted in the UnitedStates of America.

Deloitte & Touche LLP, members of the American Institute of Certified Public Accountants (the “AICPA”),were independent certified public accountants with respect to FFNA and FFC under Rule 101 of theAICPA’s Code of Professional Conduct, and its interpretations and rulings.

From 1st January 2012, the independent auditors of FFNA and FFC are Ernst &Young LLP, of 5 TimesSquare, New York, NY, 10036, United States of America. Ernst &Young LLP audited the accounts of eachof FFNA and FFC as of and for the financial year ended 31st December 2012, which are each presented inaccordance with IFRS, and issued a report on each without qualification, in accordance with auditingstandards generally accepted in the United States of America.

Ernst & Young LLP, members of the AICPA, are independent certified public accountants with respect toFFNA and FFC under Rule 101 of the AICPA’s Code of Professional Conduct, and its interpretations andrulings.

The independent auditors of Fiat through the financial year ended 31st December 2011 were Deloitte &Touche S.p.A., of Galleria San Federico, 54, 10121 Turin, Italy. Deloitte & Touche S.p.A. audited Fiat’sstand-alone and consolidated accounts as of and for the financial year ended 31st December 2011, whichare each presented in accordance with IFRS as adopted by the European Union, and issued reports on eachwithout qualification, in accordance with auditing standards generally accepted in Italy.

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GENERAL INFORMATION

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Deloitte & Touche S.p.A. is registered in the Special Register (Albo Speciale) maintained by CONSOB andset out at article 161 of the Unified Text of the Rules for the Capital Markets (Testo Unico delle Disposizioniin materia di mercati finanziari) and in the Register of Auditors (Registro dei Revisori Contabili) maintainedby Ministero di Grazia e Giustizia, as per Legislative Decree 27th January 1992, n. 88. Deloitte & ToucheS.p.A. is a member of ASSIREVI, an Italian association of auditing firms.

From 1st January 2012, the independent auditors of Fiat are Reconta Ernst & Young S.p.A., Corso VittorioEmanuele II 83, 10128, Turin, Italy. Reconta Ernst & Young S.p.A. audited Fiat’s stand-alone andconsolidated accounts as of and for the financial year ended 31st December 2012, which are each presentedin accordance with IFRS as adopted by the European Union, and issued reports on each withoutqualification, in accordance with auditing standards generally accepted in Italy.

Reconta Ernst & Young S.p.A. is registered in the Special Register (Albo Speciale) maintained by CONSOBand set out at article 161 of the Unified Text of the Rules for the Capital Markets (Testo Unico delleDisposizioni in materia di mercati finanziari) and in the Register of Auditors (Registro dei RevisoriContabili) maintained by Ministero di Grazia e Giustizia, as per Legislative Decree 27th January 1992, No.88. Reconta Ernst & Young S.p.A. is a member of ASSIREVI, an Italian association of auditing firms.

Issues by FFC

For the purposes of disclosure pursuant to the Interest Act (Canada) and not for any other purpose, wherein any Note issued by FFC (i) a rate of interest is to be calculated on the basis of a year of 360 days, theyearly rate of interest to which the 360 day rate is equivalent is such rate multiplied by the number of daysin the year for which such calculation is made and divided by 360, or (ii) a rate of interest is to be calculatedduring a leap year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by 366and divided by 365.

Issues by FFNA

Notes issued by FFNA may not have maturities of 183 days or less. FFNA may not issue Notes in bearerform.

Dealers Transacting with any of the Issuers and the Guarantor

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment bankingand/or commercial banking transactions with, and may perform services for, the Issuer and their affiliatesin the ordinary course of business. In addition, in the ordinary course of their business activities, the Dealersand their affiliates may make or hold a broad array of investments and actively trade debt and equitysecurities (or related derivative securities) and financial instruments (including bank loans) for their ownaccount and for the accounts of their customers. Such investments and securities activities may involvesecurities and/or instruments of the Issuer or Issuer’s affiliates. Certain of the Dealers or their affiliates thathave a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent withtheir customary risk management policies. Typically, such Dealers and their affiliates would hedge suchexposure by entering into transactions which consist of either the purchase of credit default swaps or thecreation of short positions in securities, including potentially the Notes issued under the Programme. Anysuch short positions could adversely affect future trading prices of Notes issued under the Programme. TheDealers and their affiliates may also make investment recommendations and/or publish or expressindependent research views in respect of such securities or financial instruments and may hold, orrecommend to clients that they acquire, long and/or short positions in such securities and instruments. Forthe purposes of this paragraph the term “affiliates” includes also parent companies.

REGISTERED OFFICES OF THE ISSUERS

Fiat Finance and Trade Ltd.société anonyme

24, Boulevard RoyalL-2449 Luxembourg

Grand-Duchy of Luxembourg

Fiat Finance Canada Ltd. Fiat Finance North America, Inc.855 – 2nd Street SW 1209 Orange Street

Suite 3500 WilmingtonCalgary County of New Castle

Alberta T2P 4J8 State of DelawareCanada United States

REGISTERED OFFICE OF THE ISSUER AND GUARANTOR

Fiat S.p.A.Via Nizza 250

TurinItaly

PRINCIPAL PAYING AGENT

Citibank, N.A., London BranchCitigroup CentreCanada SquareCanary Wharf

London E14 5LBUnited Kingdom

CMU LODGING AND PAYING AGENT

Citicorp International Limited50/F Citibank Tower

Citibank Plaza3 Garden Road

CentralHong Kong

OTHER PAYING AGENT

Citibank Europe plc1 North Wall Quay

Dublin 1Ireland

REGISTRAR

Citigroup Global Markets Deutschland AGReuterweg 16

D-60323 Frankfurt am MainGermany


LEGAL ADVISERS

To FFT as to Luxembourg law

Linklaters LLP, Luxembourg35, Avenue John F. Kennedy

BP 1107L-1011 Luxembourg


To FFC as to Canadian law

Blake, Cassels & Graydon LLPSuite 4000, Commerce Court West

Toronto, Ontario M5L 1A9Canada

To FFNA as to US law and to the Guarantor as to Italian law

Cleary Gottlieb Steen & Hamilton LLPVia S. Paolo, 720121 Milan

Italy

To the Dealers as to English and Italian law

Allen & OveryVia Manzoni, 41-43

20121 MilanItaly

AUDITORS

Deloitte S.A. Deloitte & Touche LLP Deloitte & Touche S.p.A.560, rue de Neudorf 555 East Wells Street, Suite 1400, Galleria San Federico, 54

BP 1173 Milwaukee, Wisconsin, 53202 10121 TurinL-1011 Luxembourg United States Italy


To Fiat Finance and Trade Ltd. To Fiat Finance North America, To Fiat S.pA.Inc. and Fiat Finance Canada Ltd.

Ernst &Young S.A. Ernst &Young LLP Reconta Ernst &Young S.p.A.7, rue Gabriel Lippmann 5 Times Square Corso Vittorio Emanuele II, 83Parc d’Activité Syrdall 2 New York, NY 10036 10128, Turin

L-5365 Munsbach United States ItalyLuxembourg


To Fiat Finance and Trade Ltd inrespect of the financial statements

referring to the financial yearended 31st December 2011

incorporated by reference herein:

To Fiat S.p.A. in respect of thefinancial statements referring to

the financial year ended31st December 2011


To Fiat Finance North America,Inc. and Fiat Finance CanadaLtd. in respect of the financial

statements referring to thefinancial year ended31st December 2011



ARRANGER

UBS Limited1 Finsbury AvenueLondon EC2M 2PP

United Kingdom

DEALERS

Banca IMI S.p.A. Banco Santander, S.A.Largo Mattioli 3 Ciudad Grupo Santander

20121 Milan Avenida de CantabriaItaly 28660, Boadilla del Monte

MadridSpain

Barclays Bank PLC BNP PARIBAS5 The North Colonnade 10 Harewood Avenue

Canary Wharf London NW1 6AALondon E14 4BB United KingdomUnited Kingdom

Citigroup Global Markets Limited Commerzbank AktiengesellschaftCitigroup Centre Kaiserstraße 16 (Kaiserplatz)Canada Square 60311 Frankfurt am MainCanary Wharf Germany

London E14 5LBUnited Kingdom

Crédit Agricole Corporate and Investment Bank Credit Suisse Securities (Europe) Limited9 Quai du President Paul Doumer One Cabot Square

92920 Paris La Défense Cedex London E14 4QJFrance United Kingdom

Deutsche Bank AG, London Branch Goldman Sachs InternationalWinchester House Peterborough Court

1 Great Winchester Street 133 Fleet StreetLondon EC2N 2DB London EC4A 2BB

United Kingdom United Kingdom

J.P. Morgan Securities plc Mediobanca – Banca di Credito Finanziario S.p.A.25 Bank Street Piazzetta Enrico Cuccia, 1Canary Wharf 20121 Milan

London E14 5JP ItalyUnited Kingdom

Merrill Lynch International Morgan Stanley & Co. International plc2 King Edward Street 25 Cabot SquareLondon EC1A 1HQ Canary Wharf

United Kingdom London E14 4QAUnited Kingdom


Natixis Société Générale30 avenue Pierre Mendés France 29 Boulevard Haussmann

75013 Paris 75009 ParisFrance France

The Royal Bank of Scotland plc The Toronto-Dominion Bank135 Bishopsgate 60 Threadneedle Street

London EC2M 3UR London EC2R 8APUnited Kingdom United Kingdom

UBS Limited UniCredit Bank AG1 Finsbury Avenue Arabellastraße 12London EC2M 2PP 81925 Munich

United Kingdom Germany

IRISH LISTING AGENT

Arthur Cox Listing Services LimitedEarlsfort CentreEarlsfort Terrace

Dublin 2Ireland
