UniCredit Bank AG. Table Of Contents. Major Rating Factors. Outlook. Rationale. Related Criteria And Research

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1 Primary Credit Analyst: Benjamin Heinrich, Frankfurt +49 (0) ; Secondary Contact: Harm Semder, Frankfurt (49) ; Table Of Contents Major Rating Factors Outlook Rationale Related Criteria And Research MAY 11,

2 SACP bbb+ + Support 0 + Additional Factors -1 Anchor a- Business Position Capital and Earnings Adequate 0 Strong +1 Risk Position Weak -2 Funding Liquidity Average Adequate 0 ALAC Support 0 GRE Support 0 Group Support 0 Sovereign Support 0 Issuer Credit Rating BBB/Developing/A-2 Major Rating Factors Strengths: Weaknesses: Strong capital position. Sound domestic corporate franchise, supported by Germany's relatively robust economy. Likely separate resolution process to that of Italian parent UniCredit, supporting a higher rating than that on the parent. Downside risk to the capital projection given UniCredit Bank's strong operational links with the UniCredit group. Meaningful concentration in its corporate credit portfolio and complexity in its credit market-related business. Business-flow volatility inherent in its investment banking activity. MAY 11,

3 Outlook: Developing The developing outlook indicates that we could affirm, raise, or lower our ratings on UniCredit Bank over the next months, during which time we expect that the resolution strategy for UniCredit Group, including the level and positioning of bail-in buffers, will become clear. Downside scenario Implementation toward a more unified single resolution process for the group could mean that we would no longer rate UniCredit Bank higher than its Italian parent UniCredit SpA, leading to a downgrade of UniCredit Bank. Moreover, while less likely, we could lower the ratings if we saw a change in UniCredit Bank's capital policy, as indicated by a sharp weakening of its RAC ratio against our projection of about 10.5%-11.5%, in the next 24 months. Any weakening of the bank's liquidity and funding profile or a marked increase in its upstream exposures to UniCredit could also trigger a downgrade. Upside scenario We could raise the ratings if the remaining uncertainties regarding the resolution process are clarified, and it becomes clear that (i) the Single Resolution Board (SRB) would employ a separate resolution process for UniCredit Bank to that for its parent; and (ii) the bank's additional loss-absorbing capacity (ALAC) buffer is likely to remain sustainably above our minimum 5% threshold for a one-notch uplift. Rationale The ratings on UniCredit Bank reflect its 'a-' anchor, which we base on our Banking Industry Country Risk Assessment (BICRA) of the German banking system. In our view, UniCredit Bank will maintain its adequate business position in Germany, mainly underpinned by its sound corporate franchise in Bavaria and some parts of Northern Germany. We continue to see the bank's capital and earnings as strong and a competitive advantage compared to global peers. Following the announcement of a 3 billion extraordinary dividend to be paid in 2017, we now expect the bank's risk-adjusted capital (RAC) ratio will remain between 10.5% and 11.5% through to year-end 2018 compared with 13.9% at year-end We continue to see a risk that UniCredit could transfer additional parts of UniCredit Bank's excess regulatory capital to other entities in the group. We capture this alongside other elements in our assessment of its risk position as weak. Our risk position assessment also reflects some concentration in UniCredit Bank's corporate credit portfolio, a degree of complexity in its credit market-related business, and some tail risk in credit losses not fully captured in our RAC framework given our view of very low economic risk in Germany. At the same time, UniCredit Bank's credit losses have been lower than peer average for the past few years, benefiting from a previous significant restructuring of real estate assets. We consider UniCredit Bank's funding to be average for a bank in Germany. We regard its liquidity as adequate, benefitting from its sound domestic corporate franchise, issuance in more stable long-term Pfandbriefe (covered bonds), and prudent liquidity management. MAY 11,

4 UniCredit Bank's stand-alone credit profile (SACP) is 'bbb+'. We no longer factor any notches of uplift from the SACP into the long-term rating on UniCredit Bank for extraordinary German government support. This is because we changed our classification of the government's tendency to support private sector banks to uncertain, from supportive. However, we continue to believe that UniCredit Bank has high systemic importance in Germany. UniCredit Bank's SACP is sensitive to parent UniCredit, which we rate one notch lower albeit with a stable outlook. UniCredit Bank is a prudentially regulated subsidiary that we expect: Will be subject to a separate resolution process; Will be able to continue operating without defaulting on its senior unsecured obligations in the event of a resolution of its parent; and Will not be used to recapitalize another part of the group (see paragraph 33 of our criteria "Bank Rating Methodology And Assumptions: Additional Loss-Absorbing Capacity," published April 27, 2015). Accordingly, we base our rating on UniCredit Bank on its 'bbb+' SACP, which is higher than our 'bbb-' group credit profile (GCP) for UniCredit. After including all instruments that we have reclassified as senior subordinated under the new German law, as of Jan. 1, 2017 we calculate that the bank's ALAC buffer was close to 5.4% of the S&P Global Ratings' risk-weighted assets figure at year-end However, we have not added additional uplift to the long-term rating on UniCredit Bank because we remain uncertain as to whether this ratio will remain sustainably above our 5% threshold for a one-notch uplift over the next two years. Moreover, we lack visibility about how the SRB will determine the resolution strategy for UniCredit, an internationally active, cross-border banking group. We continue to factor a one-notch downward adjustment into our long-term rating on UniCredit Bank to incorporate risks from reputational, operational, and organizational links with its lower rated parent. Anchor: 'a-' for a commercial bank operating predominately in Germany Our bank criteria use our Banking Industry Country Risk Assessment (BICRA) economic risk and industry risk scores to determine a bank's anchor, the starting point in assigning an issuer credit rating (ICR). Our anchor for a commercial bank operating mainly in Germany is 'a-', based on an economic risk score of '1' and an industry risk score of '3'. We view the economic risk trend in the German banking industry as negative and the industry risk trend as stable. Our economic risk assessment reflects Germany's highly diversified and competitive economy, which we believe remains robust in the face of projected fragile and sluggish improvements in economies and financial markets across Europe until 2018 as well as the potential for limited negative effects from the U.K. referendum decision to leave the EU (Brexit). Despite accelerated house-price increases, we currently do not see major economic imbalances given that these price rises are not accompanied by credit expansion in the German economy. We anticipate that the German housing market will remain undervalued by the end of 2018 in affordability terms. However, as an export-led nation, Germany remains vulnerable to swings in global economies, trade flows, and capital market trends. Our negative economic risk trend mainly captures a one-in-three possibility that we could revise our current assessment of a very low risk of economic imbalances within the next 24 months if we see higher house-price increases than the average MAY 11,

5 5.2% between 2015 and 2018 that we currently forecast, or if we observed strong lending expansion or materially softer underwriting standards in the German banking industry. Industry risk benefits from Germany's extensive funding market and banks' domestic funding surpluses, as well as from material improvements that have been made to strengthen banking regulation and supervision given ongoing EU-wide regulatory harmonization and convergence as banks implement Basel III. However, we believe that strong competition in German markets, coupled with an ultra-low interest rate environment, remain drags on profitability, although this is currently mitigated by historically low credit losses in Germany. We classify the likelihood of the German government providing extraordinary support to systemic domestic banks as uncertain, as is the case for most other European banks. This is because, following the full implementation of the EU's enhanced bank resolution framework in 2015, governments such as Germany that wish to provide support to stressed banks are constrained from directly bailing them out. To assess the economic risk for UniCredit Bank, we use the weighted average of its private-sector lending to nonbanks in each country in which it operates. Currently, UniCredit Bank conducts about 70% of its lending in Germany, and the rest mainly in European countries with weaker economic risk scores than Germany. Consequently, the weighted economic risk score for UniCredit Bank is about '2', which is weaker than that for German lending institutions with higher proportions of domestic loans, but not to the extent that it affects the anchor. Table 1 UniCredit Bank AG Key Figures --Year-ended Dec (Mil. ) Adjusted assets 301, , , , ,760 Customer loans (gross) 122, , , , ,107 Adjusted common equity 16,482 19,489 19,077 19,287 19,747 Operating revenues 5,178 4,999 5,078 6,098 6,451 Noninterest expenses 3,632 3,751 3,862 4,064 3,564 Core earnings ,341 1,353 Business position: Mainly a corporate bank, with a good franchise in Bavaria and some parts of Northern Germany We assess UniCredit Bank's business position as adequate, because we consider it in line with the intermediate industry risk (score of '3') for German banks. Our assessment reflects that UniCredit Bank will continue to reinforce its core businesses to gradually improve its already sound market position in domestic corporate banking. It is predominantly a corporate bank focusing on German and international markets, with about 3% market share in customer loans in Germany. We believe UniCredit Bank will further extend its good franchise, mainly in its Bavarian markets and some Northern German regions and we expect that its corporate segment will remain the main driver of its revenue generation. We also consider the bank's revenue streams to be relatively more diversified compared to some peers. Net interest income currently accounts for about 50% of operating revenues, followed by fee income (21%), market-sensitive MAY 11,

6 income (18%), and other income (11%), a distribution of revenues that we see as generally positive but which we also expect to be significantly affected by the investment banking activities. We believe that some volatility in business flows and revenue generation from its investment banking activity will remain a less favorable component of these activities. UniCredit Bank's management has concluded its retail restructuring. This involved a significant branch reduction, modernizing the remaining branches, reducing the number of employees, and rolling out a digital strategy that also resulted in repricing the product range. The bank recently announced a further efficiency program predominately aimed at streamlining operations and further jobs cuts. We believe this strategy will decrease costs and increased efficiency in line with the bank's aim to improve earnings in its retail and private banking activities, mainly in Germany, from low--albeit relatively stable--levels. We expect that the well-regarded management team will continue to deliver on its key strategies of reinforcing core domestic businesses, de-risking noncore segments, and improving cost efficiency. In our view, this is increasingly important as the tailwind from the currently robust German market is likely to soften if the market moves into a less favorable cycle. Table 2 UniCredit Bank AG Business Position --Year-ended Dec (%) Loan market share in country of domicile Deposit market share in country of domicile Total revenues from business line (currency in millions) 5,178 4,999 5,281 6,098 6,451 Commercial banking/total revenues from business line Retail banking/total revenues from business line N/A N/A N/A N/A 29.5 Commercial & retail banking/total revenues from business line N/A N/A N/A N/A 71.3 Trading and sales income/total revenues from business line N/A N/A N/A N/A 19.3 Other revenues/total revenues from business line Investment banking/total revenues from business line N/A N/A N/A N/A 19.3 Return on equity N.A.--Not available. N/A--Not applicable. N.M.--Not meaningful. Capital and earnings: Strong capitalization to remain a competitive edge We continue to expect UniCredit Bank's capital levels to remain high compared with many major global banks. In December 2016, the parent UniCredit presented its 2019 revised strategic plan, which includes cost-cutting and more effective capital allocation within the group. As part of this strategy, UniCredit Bank will upstream 3 billion of excess regulatory capital to its parent in This is in line with our previous expectation that the bank's capitalization could well decline significantly from its current level. We have updated our base-case forecast and now expect the bank's RAC ratio will remain between 10.5% and 11.5% in the next two years, after being 13.9% at year-end 2015 and before the announcement of the capital upstream. We expect that the RAC ratio in the coming years will mainly be a function of the anticipated annual growth of about 3% in MAY 11,

7 our risk weighted assets metric, reflecting our assumption that the bank will continue to pay normal dividends in amounts equal to the net income under German GAAP (HGB). It also reflects our assumption about moderate growth in core business, and the bank's ongoing commitment to reduce exposure in noncore activities within the corporate and investment banking business. We expect that the bank will comfortably meet current and future regulatory capital requirements as it moves toward full Basel III implementation. The bank's regulatory common equity tier 1 ratio was 20.4% at year-end 2016, higher than that of many large peers, and already incorporates the extraordinary capital upstreaming. We continue to consider the risk that UniCredit could transfer additional parts of UniCredit Bank's excess regulatory capital to other entities in the group to support increased business growth opportunities in Central and Eastern Europe. In contrast, we observe that UniCredit's German operations still have excess regulatory capital and limited growth prospects in the country's saturated markets. However, we acknowledge that the size of the extraordinary dividend in 2017 is comparable to the capital the bank has accumulated over the last few years, by reducing exposure in noncore activities and through retained earnings. We view high capital ratios as an essential buffer to risks arising from its strong operational links across the UniCredit group. Despite very favorable economic and credit conditions in Germany, UniCredit Bank's three-year average earnings buffer remains only between 40 and 50 basis points--albeit in line with many international peers'. Table 3 UniCredit Bank AG Capital And Earnings --Year-ended Dec (%) Tier 1 capital ratio S&P RAC ratio before diversification N.M S&P RAC ratio after diversification N.M Adjusted common equity/total adjusted capital Net interest income/operating revenues Fee income/operating revenues Market-sensitive income/operating revenues Noninterest expenses/operating revenues Preprovision operating income/average assets Core earnings/average managed assets N.A.--Not available. N/A--Not applicable. N.M.--Not meaningful. Risk position: Material downside risk to capital projection and some tail risk in credit losses that are not fully captured in our RAC framework We assess UniCredit Bank's risk position as weak relative to peers mainly because our strong assessment of its capital and earnings somewhat overstates its capital position. This reflects the excess regulatory capital at the bank, the much weaker capitalization of its parent, and the attendant possibility that there may be further sizable dividends. There is also the risk that our RAC ratio does not fully cover UniCredit Bank's strong operational links across the group, particularly in corporate and investment banking. The bank also still bears some intragroup credit exposure to MAY 11,

8 the parent, although this has markedly reduced since Our assessment also reflects the bank's meaningful risk concentrations in its corporate credit portfolio and the complexity of its credit market-related business. It incorporates some tail risk in credit losses at UniCredit Bank that are not fully captured in our RAC framework, given the very low economic risk we assign to Germany. UniCredit Bank's credit losses have been lower than the peer average for the past few years but this mainly reflects the bank's previous significant restructuring of real estate assets. We believe UniCredit Bank has yet to demonstrate the level of migration in asset qualities through a full, less favorable, economic cycle than we see today. Table 4 UniCredit Bank AG Risk Position --Year-ended Dec (%) Growth in customer loans (0.5) (11.0) (6.9) Total diversification adjustment / S&P RWA before diversification N.M. (10.9) (12.5) N.M. (10.5) Total managed assets/adjusted common equity (x) New loan loss provisions/average customer loans Net charge-offs/average customer loans Gross nonperforming assets/customer loans + other real estate owned Loan loss reserves/gross nonperforming assets N.A.--Not available. N/A--Not applicable. N.M.--Not meaningful. Funding and liquidity: Significant recourse to wholesale funding, but with prudent liquidity management We view UniCredit Bank's funding and liquidity as neutral for the ratings, given that we consider funding to be average and its liquidity position to be adequate. This assessment is in line with our favorable view of systemwide funding in the German banking sector overall. We expect UniCredit Bank will continue to rely more heavily on wholesale funding than is average for German banks, and its funding profile will remain distinctly weaker than the strong German savings and cooperative banking groups that dominate domestic retail business. At the same time, however, UniCredit Bank's wholesale funding operations are broadly in line with those of large domestic or European bank peers. Customer deposits represent about 50% of UniCredit Bank's funding base, and the loan-to-deposit ratio improved to 110% on Dec. 31, 2016, from 120% in The bank continues to benefit from Germany's currently relatively favorable market conditions, resulting in a lower cost of funding compared with the parent to which it provides some funding support. UniCredit Bank has stabilized its stable funding ratio at about 100 over the last years. Pfandbriefe are still an important and reliable source of funding and liquidity at about 15% of wholesale funding. We expect UniCredit Bank to slightly decrease its dependency on capital markets for funding over the coming years as it received long-term funding of 12.6 billion by participating in the TLTRO-II auction since June We expect this to benefit UniCredit Bank by optimizing its funding costs and supporting its lending initiatives. UniCredit Bank has not publicly disclosed important information about its upstream exposures to its parent since We believe that upstream exposures remain significant, although they have reduced since the publicly disclosed 11 MAY 11,

9 billion gross at year-end In addition, 7.4 billion of the gross upstream exposure before collateral at year-end 2013 resulted from the strategic orientation of HVB Group as the group-wide center of competence for the markets and the investment banking business of UniCredit and other business activities (such as export finance and guarantees). Liquidity remains adequate, in our view. Short-term wholesale funding represented about 37% of the bank's funding base on Dec. 31, We expect liquidity management to remain prudent, and acknowledge that the relatively high 73% share in short-term wholesale funding (of total wholesale funding) is mitigated by a comfortable liquid asset pool. This quite stable ratio shows coverage of short-term wholesale funding by broad liquid assets at 1.1x as of Dec. 31, 2016, which supports our assessment of liquidity. UniCredit Bank has sizable deposits at the European Central Bank, which provides the bank some flexibility to manage its recourse to wholesale markets. In contrast, placements of excess liquidity with UniCredit are limited. UniCredit Bank claims it has met the upcoming regulatory liquidity coverage and net stable funding ratios stipulated by Basel III by more than 100% (indeed since 2012). Table 5 UniCredit Bank AG Funding And Liquidity --Year-ended Dec (%) Core deposits/funding base Customer loans (net)/customer deposits Long term funding ratio Stable funding ratio N/A Short-term wholesale funding/funding base Broad liquid assets/short-term wholesale funding (x) N/A Net broad liquid assets/short-term customer deposits N/A Short-term wholesale funding/total wholesale funding Narrow liquid assets/3-month wholesale funding (x) N/A N.A.--Not available. N/A--Not applicable. N.M.--Not meaningful. Support: No uplift for ALAC or for government support despite high systemic importance in Germany We believe that the prospect of extraordinary government support for the German banking sector is now uncertain following the full implementation of the EU BRRD, including bail-in powers, in January We have therefore reclassified the tendency of Germany to support private sector commercial banks as uncertain, versus supportive previously. We continue to believe, however, that UniCredit Bank has high systemic importance in Germany considering its size and domestic market share in retail and corporate operations. We consider that UniCredit Bank is a prudentially regulated subsidiary that we expect: Will be subject to a separate resolution process; Will be able to continue operating without defaulting on its senior unsecured obligations in the event of a resolution MAY 11,

10 of its parent; and Will not be used to recapitalize another part of the group (see paragraph 33 of our ALAC criteria). Accordingly, we base our rating on UniCredit Bank on its 'bbb+' SACP, which is higher than our 'bbb-' GCP for UniCredit. We view the German resolution regime as effective under our ALAC criteria because, among other factors, we believe it contains a well-defined bail-in process under which authorities would permit nonviable systemically important banks to continue critical functions as going concerns following a bail-in of eligible liabilities. In our ALAC assessment we include all existing junior instruments issued or guaranteed by UniCredit Bank and certain long-term vanilla senior unsecured bonds that turned into subordinated instruments in a resolution and liquidation issuances, in light of a German law. On this basis, we calculate that ALAC was about 5.4% of S&P Global Ratings risk-weighted assets at year-end However, we have not added additional uplift to the long-term rating on UniCredit Bank because it remains uncertain whether this ratio will stay above our 5% threshold for a one-notch uplift over the next two years. Moreover, we lack visibility about how the SRB will determine the resolution strategy for UniCredit, an internationally active, cross-border banking group. The implementation of a unified resolution process covering the whole group would likely lead us to equalize our ratings on UniCredit Bank with those on UniCredit. This is because we would expect UniCredit Bank's prospects to be strongly linked to the effectiveness of any resolution process at the parent level. Conversely, clarification that the SRB would likely employ a separate resolution process for UniCredit Bank would allow us to continue rating the bank above its parent. Additional rating factors: One notch downward adjustment because we think UniCredit Bank's creditworthiness is weakened by its parent group The one-notch negative adjustment that we include in our long-term rating on UniCredit Bank reflects the possible negative impact on the bank's creditworthiness from pressure on the parent amid difficult operating conditions for Italy's banks. There is the ongoing risk--given that UniCredit manages group capital resources on a consolidated basis--that the group could further allocate excess regulatory capital from some subsidiaries, such as UniCredit Bank, to bolster capital at members of the UniCredit group that have higher capital consumption. In our view, the group's solvency generally faces pressure from its Italian operations, and the group's banks operating in Central and Eastern Europe could also request more capital to support increased business growth opportunities. In contrast, we observe that UniCredit's German operations have excess regulatory capital and limited growth prospects in Germany's saturated markets, where the credit cycle is favorable. Moreover, UniCredit Bank's regulatory Core Tier 1 capital ratio (without hybrids) is expected to remain well above 20% following the 3 billion extraordinary dividend paid in 2017, meaning that it could still upstream substantial dividends to the parent while staying well above its regulatory minimums. MAY 11,

11 Related Criteria And Research Related Criteria General Criteria: Guarantee Criteria, Oct. 21, 2016 General Criteria: S&P Global Ratings' National And Regional Scale Mapping Tables, June 01, 2016 Criteria - Financial Institutions - Banks: Bank Rating Methodology And Assumptions: Additional Loss-Absorbing Capacity, April 27, 2015 Criteria - Financial Institutions - Banks: Bank Hybrid Capital And Nondeferrable Subordinated Debt Methodology And Assumptions, Jan. 29, 2015 General Criteria: Principles For Rating Debt Issues Based On Imputed Promises, Dec. 19, 2014 General Criteria: National And Regional Scale Credit Ratings, Sept. 22, 2014 General Criteria: Group Rating Methodology, Nov. 19, 2013 Criteria - Financial Institutions - Banks: Assessing Bank Branch Creditworthiness, Oct. 14, 2013 Criteria - Financial Institutions - Banks: Quantitative Metrics For Rating Banks Globally: Methodology And Assumptions, July 17, 2013 Criteria - Financial Institutions - Banks: Revised Market Risk Charges For Banks In Our Risk-Adjusted Capital Framework, June 22, 2012 Criteria - Financial Institutions - Banks: Banks: Rating Methodology And Assumptions, Nov. 09, 2011 Criteria - Financial Institutions - Banks: Banking Industry Country Risk Assessment Methodology And Assumptions, Nov. 09, 2011 Criteria - Financial Institutions - Banks: Bank Capital Methodology And Assumptions, Dec. 06, 2010 Criteria - Financial Institutions - Banks: Methodology For Mapping Short- And Long-Term Issuer Credit Ratings For Banks, May 04, 2010 General Criteria: Use Of CreditWatch And Outlooks, Sept. 14, 2009 General Criteria: Rating Implications Of Exchange Offers And Similar Restructurings, Update, May 12, 2009 Criteria - Financial Institutions - Banks: Commercial Paper I: Banks, March 23, 2004 Related Research Various Rating Actions Taken On Four Systemically Important German Banks On Improved Loss-Absorbing Capacity, March 28, 2017 German UniCredit Bank Affirmed At 'BBB/A-2'; Outlook Developing; Senior Subordinated Debt Downgraded To 'BBB-', March 28, 2017 Banking Industry Country Risk Assessment: Germany, September 07, MAY 11,

12 Anchor Matrix Industry Risk Economic Risk a a a- bbb+ bbb+ bbb a a- a- bbb+ bbb bbb bbb a- a- bbb+ bbb+ bbb bbb- bbb- bb bbb+ bbb+ bbb+ bbb bbb bbb- bb+ bb bb - 5 bbb+ bbb bbb bbb bbb- bbb- bb+ bb bb- b+ 6 bbb bbb bbb- bbb- bbb- bb+ bb bb bb- b+ 7 - bbb- bbb- bb+ bb+ bb bb bb- b+ b bb+ bb bb bb bb- bb- b+ b bb bb- bb- b+ b+ b+ b b+ b+ b+ b b b- Ratings Detail (As Of May 11, 2017) UniCredit Bank AG Counterparty Credit Rating Senior Secured Senior Unsecured Subordinated Counterparty Credit Ratings History 28-Mar Dec Jun Feb Oct Jul-2013 Sovereign Rating Germany (Federal Republic of) Related Entities HVB Capital LLC I Junior Subordinated HVB Capital LLC II Junior Subordinated HVB Capital LLC III Junior Subordinated HVB Funding Trust I Junior Subordinated HVB Funding Trust II Junior Subordinated HVB Funding Trust III Junior Subordinated BBB/Developing/A-2 AAA/Negative BBB BB+ BBB/Developing/A-2 BBB/Watch Pos/A-2 BBB/Negative/A-2 A-/Watch Neg/A-2 A-/Negative/A-2 A/Watch Neg/A-1 AAA/Stable/A-1+ BB- BB- BB- BB- BB- BB- MAY 11,

13 Ratings Detail (As Of May 11, 2017) (cont.) UniCredit Luxembourg S.A. Issuer Credit Rating UniCredit SpA Issuer Credit Rating Certificate Of Deposit A-3 Junior Subordinated B+ Junior Subordinated Senior Unsecured Subordinated BBB/Developing/A-2 BBB-/Stable/A-3 *Unless otherwise noted, all ratings in this report are global scale ratings. S&P Global Ratings credit ratings on the global scale are comparable across countries. S&P Global Ratings credit ratings on a national scale are relative to obligors or obligations within that specific country. Issue and debt ratings could include debt guaranteed by another entity, and rated debt that an entity guarantees. BB- BBB- BB Additional Contact: Financial Institutions Ratings Europe; FIG_Europe@spglobal.com MAY 11,

14 Copyright 2017 by Standard & Poor s Financial Services LLC. All rights reserved. No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED, OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P's opinions, analyses, and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw, or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal, or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain nonpublic information received in connection with each analytical process. S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, (free of charge), and and (subscription) and (subscription) and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at STANDARD & POOR'S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor's Financial Services LLC. MAY 11,

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