SECOND SUPPLEMENT DATED 8 AUGUST 2016 TO THE BASE PROSPECTUS DATED 12

MAY 2016

FCA CAPITAL IRELAND P.L.C.

(incorporated with limited liability in Ireland)

€8,000,000,000

Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by

FCA BANK S.p.A.

(incorporated with limited liability in the Republic of Italy)

This second Supplement (the Supplement) to the Base Prospectus dated 12 May 2016, as previously

supplemented by the supplement dated 7 June 2016 (the Base Prospectus), constitutes a supplement for the

purposes of Article 16 of Directive 2003/71/EC, as amended (the Prospectus Directive) as implemented in

Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the Prospectus

Regulations) and is prepared in order to update the Base Prospectus relating to the Euro Medium Term Note

Programme (the Programme) established by FCA Capital Ireland p.l.c. (the Issuer) and unconditionally and

irrevocably guaranteed by FCA Bank S.p.A. (the Guarantor). Terms defined in the Base Prospectus have

the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any

other supplements to the Base Prospectus issued by the Issuer and Guarantor.

This Supplement has been approved by the Central Bank of Ireland (the Central Bank), as competent

authority under the Prospectus Directive. The Central Bank only approves this Supplement as meeting the

requirements imposed under Irish and EU law pursuant to the Prospectus Directive.

The language of this Supplement is English. Certain legislative references and technical terms have been

cited in their original language in order that the correct technical meaning may be ascribed to them under

applicable law.

The Issuer accepts responsibility for the information contained in this Supplement and the Guarantor accepts

responsibility for the information relating to itself contained in this Supplement. To the best of the

knowledge and belief of the Issuer and, in respect of the information relating to itself only, the Guarantor

(each having taken all reasonable care to ensure that such is the case) the information contained in this

Supplement is in accordance with the facts and does not omit anything likely to affect the import of such

information.

Purpose of the Supplement

The purpose of this Supplement is to (a) disclose the Guarantor’s unaudited consolidated interim financial

statements for the six month period ended 30 June 2016, (b) update the information contained in the Base

Prospectus regarding the long-term rating assigned by Moody’s to the Guarantor, (c) include a new

paragraph in the section of the Base Prospectus entitled “Risk Factors” relating to the uncertainty

surrounding the United Kingdom’s membership of the European Union, (d) update the sub-section “8. Legal

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Proceedings” in the section of the Base Prospectus entitled “Description of the Guarantor”, (e) update the

information contained in the Base Prospectus in the subsection “Taxation in Ireland” in the section entitled

“Taxation”; (f) update the information contained in the Base Prospectus in the paragraph “Ireland” in the

section entitled “Subscription and Sale”, and (g) include a new "Significant or Material Change" statement.

GUARANTOR FINANCIAL STATEMENTS

On 28 July 2016, the Guarantor’s unaudited consolidated interim financial statements for the six months

ended 30 June 2016, which have been subjected to a limited review by Ernst & Young S.p.A. (the

Guarantor Financial Statements), were presented to the Guarantor’s board of directors.

The Guarantor Financial Statements are set out in Annex 1 to this Supplement, at pages F-2 to F-20.

UPDATE OF THE INFORMATION REGARDING THE LONG-TERM RATING ASSIGNED BY

MOODY'S TO THE GUARANTOR

The text which appears on page 2, second paragraph of the Base Prospectus is no longer up-to-date and the

current position is set out below. Such second paragraph is therefore hereby deleted in its entirety and

replaced as follows:

“The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable

Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be

issued by a credit rating agency established in the European Union and registered under Regulation (EC) No.

1060/2009 (as amended) (the CRA Regulation) will be disclosed in the Final Terms. Such credit rating

agency will be included in the list of credit rating agencies published by the European Securities and Markets

Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in

accordance with the CRA Regulation). The Guarantor has been assigned a long-term rating of Baa1 (outlook

stable) by Moody's Investors Service Ltd. (Moody’s), BBB (outlook positive) by FITCH ITALIA – Società

Italiana per Il Rating S.p.A. (Fitch) and BBB- (outlook stable) by Standard & Poor's Credit Market Services

Italy S.r.l. (S&P). Each of Moody’s, Fitch and S&P is established in the European Union and registered

under the CRA Regulation, and is included in the list of registered credit rating agencies published on the

website of the European Securities and Markets Authority referenced above. Please also refer to “Credit

ratings may not reflect all risks” in the “Risk Factors” section of this Base Prospectus.”

INCLUSION OF A RISK FACTOR RELATING TO THE UNCERTAINTY SURROUNDING THE

UK'S MEMBERSHIP OF THE EUROPEAN UNION

The following paragraph is added under the sub-section headed “Factors that may affect the Issuer's ability

to fulfil its obligations under the Notes issued under the programme and the Guarantor's ability to fulfil its

obligations under the Guarantee in respect of the Notes issued under the Programme” in the section “Risk

Factors”, immediately following the paragraph headed “Potential conflicts of interest” on page 24 of the

Base Prospectus:

“Uncertainty surrounding the UK's membership of the European Union

On 23 June 2016 the United Kingdom (UK) held a referendum to decide on the UK's membership of the

European Union. The UK vote was to leave the European Union. There are a number of uncertainties in

connection with the future of the UK and its relationship with the European Union. The negotiation of the

UK’s exit terms is likely to take a number of years. Until the terms and timing of the UK’s exit from the

European Union are clearer, it is not possible to determine the impact that the referendum, the UK’s

departure from the European Union and/or any related matters may have on the business of the Issuer. As

such, no assurance can be given that such matters would not adversely affect the ability of the Issuer to

satisfy its obligations under the Notes, the ability of the Guarantor to satisfy its obligations under the

Guarantee and/or the market value and/or the liquidity of the Notes in the secondary market.”

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UPDATE ON LEGAL PROCEEDINGS

The following paragraph is added at the end of sub-section “8. Legal Proceedings” in the section

“Description of the Guarantor” on page 92 of the Base Prospectus:

“In July 2015, the Italian antitrust authority (Autorita’ Garante della Concorrenza e del Mercato, AGCM),

opened an inquiry involving initially several long-term rental companies. In December 2015, the inquiry was

expanded to encompass other long-term rental companies, including FCA Bank’s subsidiary, Leasys S.p.A.

The possible objectives of this inquiry are information exchanges designed to coordinate the commercial

strategies of the companies involved and the trade association, ANIASA (Associazione Nazionale Industria

dell'Autonoleggio e Servizi Automobilistici), which Leasys left at the end of 2013.

These procedures will lead to a possible decision within two to three years. FCA Bank continues to monitor

the development of such inquiry.”

CHANGES TO THE SECTION “TAXATION”

The text which appears on page 95, paragraph (c) of the Base Prospectus in the subsection “Taxation in

Ireland” is no longer correct and the current position is set out below. Such paragraph is hereby deleted in its

entirety and replaced as follows:

“(c) interest paid by the Issuer which is paid free of withholding tax in accordance with the conditions set

out below under the heading “Withholding Tax”, third paragraph thereof (being paragraph (c) below

entitled “Interest paid on a wholesale debt instrument”), to a person who is not resident in Ireland

and who is resident for tax purposes in a Relevant Territory; and”

Furthermore, the text which appears on page 96, paragraph (b) of the Base Prospectus in the subsection

“Taxation in Ireland” is no longer correct and the current position is set out below. Such paragraph is hereby

deleted in its entirety and replaced as follows:

“(b) Short interest: Short interest is interest payable on a debt for a fixed period that is not intended to

exceed, and, in fact, does not exceed, 364 days. The test is a commercial test applied to the

commercial intent of each series of Notes issued under the Programme. For example, if there is an

arrangement or understanding (whether legally binding or not) for the relevant series of Notes (or

particular Note within a series) to have a life of 364 days of more, the interest paid on the relevant

Note(s) will not be short interest and, unless an exemption applies, a withholding will arise.”

CHANGES TO THE SECTION “SUBSCRIPTION AND SALE”

The text which appears on page 108, in the paragraph entitled “Ireland” is no longer correct and the current

position is set out below. Such paragraph is hereby deleted in its entirety and replaced as follows:

“Ireland

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be

required to represent and agree, that:

(a) it will not underwrite the issue of, or place the Notes, otherwise than in conformity with the provisions

of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as

amended, the MiFID Regulations), including, without limitation, Regulations 7 (Authorisation) and

152 (Restrictions on advertising) thereof, any codes of conduct made under the MiFID Regualtions,

and the provisions of the Investor Compensation Act 1998 (as amended);

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(b) it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the

provisions of the Companies Act 2014 (as amended, the Companies Act), the Central Bank Acts 1942

- 2014 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act

1989;

(c) it will not underwrite the issue of, place or otherwise act in the Ireland in respect of the Notes,

otherwise than in conformity with the provisions of the Market Abuse Regulation (EU 596/2014) (as

amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the

Companies Act; and

(d) in respect of Notes which are not listed on a stock exchange and which mature within two years and

which carry a right to interest or are issued at a discount or at a premium, such Notes must be held in a

recognised clearing system (which includes Clearstream, Luxembourg and Euroclear) and must have a

minimum denomination of €500,000 or US$500,000 or, in the case of Notes which are denominated in

a currency other than euro or U.S. Dollars, the equivalent in that other currency of €500,000 (such

amount to be determined by reference to the relevant rate of exchange at the date of the issue of the

Notes).”

SIGNIFICANT OR MATERIAL CHANGE

The paragraph “Significant or Material Change” on page 111 of the Base Prospectus shall be deemed deleted

and replaced with the following paragraph:

“There has been no significant change in the financial or trading position of the Guarantor or the FCA Bank

Group since 30 June 2016 or in the financial or trading position of the Issuer since 31 December 2015, and

there has been no material adverse change in the financial position or prospects of the Issuer, the Guarantor

or the FCA Bank Group since 31 December 2015.”

GENERAL

To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other

statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or

inaccuracy relating to information included in the Base Prospectus since the publication of the Base

Prospectus.

F-1

ANNEX 1

INDEX TO THE GUARANTOR FINANCIAL STATEMENTS

Consolidated Statement of Financial Position ........................................................... Page F-3

Consolidated Income Statement ................................................................................ Page F-4

Consolidated Statement of Comprehensive Income .................................................. Page F-4

Consolidated Statement of Changes in Equity .......................................................... Page F-5

Consolidated Statement of Cash Flows ..................................................................... Page F-5

Notes to the Consolidated Financial Statements ....................................................... Pages F-6 to F-19

Independent Auditors' Limited Report on the Half-Year Consolidated Report ........ Page F-20

F-2

F-3

F-4

F-5

F-6

F-7

F-8

F-9

F-10

F-11

F-12

F-13

F-14

F-15

F-16

F-17

F-18

F-19

F-20