Driver Multi-Compartment S.A., Compartment Driver fourteen

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1 Driver Multi-Compartment S.A., Compartment Driver fourteen CREDIT OPINION Pre-Sale Pre-Sale Volkswagen Bank GmbH Issues Auto Loan Transaction in Germany Closing date Capital structure [26 March] 2018 TABLE OF CONTENTS Capital structure Summary Credit strengths Credit challenges Key characteristics Asset description Asset analysis Securitization structure description Securitization structure analysis Methodology and monitoring Parameter sensitivities Modeling assumptions Appendix 1: Summary of originator's underwriting policies and procedures Appendix 2: Summary of servicer's collection procedures Moody's related publications Exhibit 1 Provisional ratings Series Rating Amount ( million)(1) % of Assets Legal Final Maturity Coupon Subordination(2) Reserve Fund(3) Total Credit Enhancement(4) A (P) Aaa(sf) [694.50] 92.6% Dec-25 1mE + [ ] 7.4% 1.0% 8.4% B (P) A1(sf) [17.30] 2.3% Dec-25 1mE + [ ] 5.1% 1.0% 6.1% Sub Loan NR [26.96] 3.6% 1mE + [ ] NA Overcollateralisation [11.25] 1.5% Total [750.01] 100.0% The ratings address the expected loss posed to investors by the legal final maturity. In Moody s opinion the structure allows for timely payment of interest and ultimate payment of principal at par on or before the rated final legal maturity date. Moody s ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors. (1) The amounts are based on the preliminary portfolio as of end of November (2) At close. Including over-collateralization. (3) As % of initial outstanding discounted portfolio balance. (4) No benefit attributed to excess spread. Summary Contacts Maria Divid AVP-Analyst maria.divid@moodys.com Armin Krapf VP-Sr Credit Officer armin.krapf@moodys.com The transaction is a static cash securitisation of auto loans extended to obligors in Germany by Volkswagen Bank GmbH ( VW Bank ; A1/P-1/Aa3(cr)). Our analysis focused, amongst other factors, on (i) an evaluation of the underlying portfolio of loans; (ii) historical performance information of the total book and past ABS transactions; (iii) the credit enhancement provided by subordination, over-collateralization and the reserve fund; (iv) the liquidity support available in the transaction in the form of the reserve fund; and the (v) overall legal and structural integrity of the transaction. CLIENT SERVICES Americas Asia Pacific Japan EMEA This pre-sale report addresses the structure and characteristics of the proposed transaction based on the information provided to Moody s as of 30 November Investors should be aware that certain issues concerning this transaction have yet to be finalized. Upon conclusive review of all documents and legal information as well as any subsequent changes in information, Moody s will endeavor to assign definitive ratings to this transaction. The definitive ratings may differ from the provisional ratings set forth in this report. Moody s will disseminate the assignment of definitive ratings through its Client Service Desk. This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, and it may not be used or circulated in connection with any such offer or solicitation.

2 Our cumulative loss expectation for the asset pool is 1.7% and portfolio credit enhancement (PCE) is 8%. At the time the rating was assigned, the model output indicated that Class A would have achieved Aa1 (sf) rating even if the cumulative loss rate was as high as 2.2% with a PCE rate as high as 8.8% (all other factors unchanged). Credit strengths» Granular portfolio composition: The provisional portfolio is granular with the largest and 20 largest obligors representing [0.05]% and [0.39]% of the pool, respectively. The portfolio also benefits from a good geographic diversification across Germany. (See Asset Description Assets at Closing - Pool Characteristics )» Static structure: The structure does not include a revolving period. Hence there is no additional loss potentially arising from replenishing portfolios.» Financial strength: The originator and servicer VW Bank is rated A1/P-1/Aa3(cr) and is the largest auto financing company in Europe. The bank is regulated by the German Federal Financial Supervisory Authority ( BaFin ). The bank s current rating limits the transaction s exposure to operational risks (e.g. portfolio servicing disruptions).» Securitisation experience: Volkswagen Financial Services AG (A3/P-2) has over 17 years of securitisation experience with numerous well performing transactions from its subsidiary VW Leasing GmbH and from the VW Bank as affiliate of Volkswagen AG.» Credit enhancement: The transaction benefits from several sources of credit enhancement provided through (i) subordination of the notes, (ii) a subordinated loan (iii) initial over-collateralization, (iv) slowdown of amortisation of subordinated notes if gross loss triggers are in breach and (v) a fully funded non-amortising reserve fund at closing. Credit challenges» Lack of historical recovery data: Although historical net loss data provided by Volkswagen covers the period between 01/2004 to 09/2017, it nonetheless does not include any recoveries information. Moody s has factored this in when deriving its modeling assumptions.» Balloon loan concentration: The portfolio consists of [90.06]% balloon loans with an average final balloon installment of [64.69]% of loan balance at pool cut-off date. Moody s has taken this into account in its quantitative analysis.» Commingling risk: Commingling risk to the transaction arising from only a monthly transfer of collections to the issuer is mitigated by (i) the current servicer s rating, (ii) a change in the cash transfer frequency and cash advances upon a downgrade of VW Bank below Baa1/P-2 and (iii) automatic termination of collection authority upon servicer insolvency.» Non sequential payment waterfall: Class A and B notes are initially repaid in sequential order until a target level of overcollateralisation is reached, at which point principal can be allocated to repay Class A and B simultaneously in order to maintain the target overcollateralisation levels. This can lead to reduced levels of enhancement for the senior notes and increases structure complexity. Moody's incorporated these structural features into its quantitative analysis. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on for the most updated credit rating action information and rating history. 2

3 » Exposure to diesel cars: The public and political debate about the future of diesel engines has heated up in recent months due to new proposals restricting diesel cars in various metropolitan areas in Europe, including Germany. On the European market, diesel car registrations are continuing their negative trend and the residual value premium of diesel over petrol cars is declining, which puts pressure on residual values. Transaction cash flows can be impacted in two ways: (1) Banning diesel cars in urban areas can diminish cars attractiveness to its users, putting pressure on diesel car prices and subsequently reducing recoveries and residual value cash flows. Moody s is closely monitoring developments, but at this time believes that such risks are reflected in the rating assumptions, i.e. recovery rate and residual value haircuts. (2) Obligors whose cars are banned from residential or daily commuting areas could try to challenge finance contracts. Moody s views, at this time, the risk of customer set-off rights and/or early termination rights in case diesel cars are banned to be marginal, as long as there is no evidence that manufacturers have illegally manipulated emission levels. Even in this case, the risk would only materialise for investors if not remedied by the seller under the transaction's representations and warranties. 3

4 Key characteristics The exhibit below describes the main asset characteristics of the provisional portfolio. WA and WAL stand for weighted average and weighted average life, respectively. Exhibit 2 Asset characteristics Seller/Originator: Volkswagen Bank GmbH (A1/P-1/Aa3(cr)) Servicer(s): Volkswagen Bank GmbH (A1/P-1/Aa3(cr)) Receivables: Loans granted to individuals resident in Germany to finance the purchase of new and used vehicles [750,010,703.30] Total Amount: Length of Revolving Period in years: Static Number of Borrowers/Lessees [61,268] Number of Loans/Leases [60,930] New Vehicle (as % of total pool, including demo vehicles): [50.7]% Used Vehicle (as % of total pool): [49.3]% Private Borrower (as % of total pool): [99.5]% Balloon Loans (as % of total pool) [90.1]% Average Size of Balloon payment (as % of initial pool balance): [64.7]% WA Remaining Term in years: [2.0] years WA Seasoning in years: [2.1] years WAL of Portfolio in Years (excl. prepayments): [1.5] years WA Portfolio Interest Rate: [2.4]% Delinquency Status: 100% non-delinquent Cumulative Loss Rate Observed: whole book cumulative average vintage value between January 2009 September 2017: 0.52% Average monthly day delinquencies around 0.18% between 2009 and 2017 Delinquencies: 4 Cumulative loss rate (modelled): 1.7% lower than EMEA Auto ABS average Aaa Portfolio Credit Enhancement (PCE): 8% lower than EMEA Auto ABS average (equals a coefficient of variation of 43.2%)

5 The exhibit below shows the counterparties associated with the transaction. stands for those counterparties that do not apply to the transaction. Exhibit 3 Securitisation structure characteristics Transaction Parties At Closing Issuer: Driver Multi-Compartment S.A., Compartment Driver fourteen Servicer(s): Volkswagen Bank GmbH (A1/P-1/Aa3(cr)) Back-up Servicer Facilitator(s): Not Available Cash Manager: The Bank of New York Mellon, Frankfurt Branch (Aa1/P-1/Aa1(cr)) Back-up Cash Manager: Not Available Calculation Agent/Computational Agent: The Bank of New York Mellon, London Branch (Aa1/P-1/Aa1(cr)) Back-up Calculation/Computational Agent: Not Available Swap Counterparty: TBC Issuer Account Bank: The Bank of New York Mellon, Frankfurt Branch (Aa1/P-1/Aa1(cr)) Collection Account Bank: The Bank of New York Mellon, Frankfurt Branch (Aa1/P-1/Aa1(cr)) Paying Agent: The Bank of New York Mellon, London Branch (Aa1/P-1/Aa1(cr)) Note Trustee: Circumference FS (Netherlands) B.V. (NR) Corporate Servicer Provider: Circumference FS (Luxembourg) S.A. (NR) Arranger: Crédit Agricole Corporate and Investment Bank (A1/P-1) Lead Manager(s): Crédit Agricole Corporate and Investment Bank (A1/P-1) RBC Europe Limited (NR) Lloyds Bank plc (A1/P-1) BNP Paribas (Aa3/P-1) Skandinaviska Enskilda Banken (publ), Frankfurt Branch (Aa3/P-1) Senior Co-Managers: Liabilities, Credit Enhancement and Liquidity Annualized Excess Spread at Closing: Zero Credit Enhancement/Reserves: zero annualized stressed excess spread at closing (as modelled) Non-amortizing reserve fund at 1.0% of the discounted portfolio balance at closing. Reserve fund, principal to pay interest mechanism Form of Liquidity: Number of Interest Payments Covered by Liquidity: Approximately 9 months Interest Payments: Principal Payments: Pass-through on each payment date Payment Dates: 21st calendar day of each month or the next business day if such calendar day is not a business day First payment date: 23rd April, 2018 Fixed-Floating Interest rate swap Hedging Arrangements: 5 Monthly in arrears on each payment date

6 Asset description The portfolio consists of auto loans receivables. The auto loans receivables are extended to private individuals including freelancers ([99.5]%) and company borrowers ([0.5]%) in Germany. The portfolio consists of amortising loans ( Classic Credit loans), and balloon loans ( AutoCredit loans) which consist of equal installments during the life of the loan with a larger balloon payment at loan maturity. Assets as of cut-off date Data and information on the portfolio set out in this report is based on the provisional pool as of November Pool characteristics The discounted portfolio balance is approx. [750] million, for a total number of [60,930] loans. The portfolio is collateralised by [40.12]% new cars, [10.55]% demo cars and [49.33]% used cars, whereby [96.24]% of vehicles relate to Volkswagen Group models. The loan product ClassicCredit accounts for [9.9]% of the securitized portfolio. ClassicCredit loans are fully amortising loans with equal installments during the life of the loan. The borrower is obliged to pay the loan in full. The loan product AutoCredit accounts for [90.1]% of the securitized portfolio. AutoCredit loans have equal installments during the life of the loan and a larger balloon payment at loan maturity. The borrower is obliged to pay the entire loan including the final balloon installment. Further characteristics can be summarised as follows:» All loans are denominated in Euros and the interest rate applicable to each loan agreement is fixed;» The loans require substantially equal monthly interest and principal installments, excluding the balloon payment at maturity;» The payment obligations of the loan receivables are carried out by means of direct debit for the vast majority of loans;» The amortization system of the monthly installments is the French method, except for the AutoCredit financing models, which include Balloon Installments;» None of the loans are lease agreements;» Prepayments can be made with a small fee which does not cover the lost interest that would otherwise have been paid;» The seller has full ownership of the loan receivables and its accessory rights;» The relevant loans constitute legally valid, binding and enforceable agreements; The following exhibit summarizes additional information of the portfolio. 6

7 Exhibit 4 Additional information on asset characteristics Average Outstanding Loan Principal Balance EUR [12,309.4] Geographic Concentration Largest region North Rhine-Westfalia [20.97]% 2nd largest region Bavaria [14.40]% 3rd largest region Baden-Wuerttemberg [12.35]% Manufacturer Distribution 1st largest Manufaturer VW [43.67]% 2nd largest Manufactuer Audi [26.68]% 3rd largest Manufacturer Skoda [11.06]% Obligor Concentration Single obligor (group) concentration [0.05]% Top 5 obligor (group) concentration [0.17]% Top 10 obligor (group) concentration [0.25]% Top 20 obligor (group) concentration [0.39]% The exhibits below describe the portfolio breakdown by outstanding balance and vehicle brand. Exhibit 5 Exhibit 6 Portfolio breakdown by outstanding balance Portfolio breakdown by vehicle brand % 25.00% % % 25.00% % 5.00% % 0, , , , , , , , , ,01 - > , , ,00 VW Source: VW Bank Audi Skoda Seat VW LCV Other brands Source: VW Bank The exhibits below show the portfolio breakdown by remaining term and seasoning in months Exhibit 7 Exhibit 8 Portfolio breakdown by remaining term in months Portfolio breakdown by seasoning in months % 35.00% % % 25.00% % 15.00% % 5.00% Source: VW Bank > 84 <= > 84 Source: VW Bank

8 The exhibits below show the portfolio breakdown by interest rate and region. Exhibit 9 Exhibit 10 Portfolio breakdown by interest rate Portfolio breakdown by region % 35.00% % 15.00% % 5.00% % >= 10,0 % 9,50 % - 9,99 % 8,50 % - 8,99 % 9,00 % - 9,49 % 7,50 % - 7,99 % 8,00 % - 8,49 % 7,00 % - 7,49 % 6,50 % - 6,99 % 5,50 % - 5,99 % 6,00 % - 6,49 % 5,00 % - 5,49 % 4,50 % - 4,99 % 3,50 % - 3,99 % 4,00 % - 4,49 % 2,50 % - 2,99 % 3,00 % - 3,49 % 1,50 % - 1,99 % 2,00 % - 2,49 % 0,50 % - 0,99% 1,00 % - 1,49 % < 0,10 % 0,10 % - 0,49 % Source: VW Bank Source: VW Bank The exhibits below show the portfolio breakdown by loan and vehicle type. Exhibit 11 Exhibit 12 Portfolio breakdown by loan type Portfolio breakdown by vehicle type Equal instalment loan 10% Balloon 90% Source: VW Bank Used vehicles New vehicles Demonstration vehicles Source: VW Bank The exhibits below show the portfolio breakdown by motor type and customer type. Exhibit 13 Exhibit 14 Portfolio breakdown by motor type Portfolio breakdown by customer type EA189 (unfixed) 5% Other 95% Source: VW Bank 8 Retail Corporate Source: VW Bank

9 Eligibility criteria The key eligibility criteria are as follows:» Maximum original maturity up to 84 months; generally, the maturity is 12 up to 84 months. The maturity of balloon loans is typically shorter; loan extensions are generally not allowed.» Loans are either fully amortising loans with equal installments or loans with equal installments and a final balloon payment at the maturity date; a permanent change of the installment amount is not possible under the existing contract.» Borrowers are corporate entities with a registered office in Germany or private individuals and have their residence in Germany.» Loans to a single borrower may not exceed the total amount of 0.2% of the discounted portfolio balance at closing.» No insolvency proceedings are initiated against any of the borrowers.» No loans that are subject to any right of revocation, set-off or counter-claim of the debtors.» No purchased loan receivable is overdue.» As of the cut-off date at least two installments have been paid in respect of each of the purchased loan receivables and will require substantially equal monthly payments to be made within 84 months of the date of origination and may also provide a balloon payment.» None of the borrowers is an affiliate of Volkswagen AG, Familie Porsche und Familie Piech Salzburg und Stuttgart Gruppe.» Used vehicles are limited to 50% of the initial portfolio, balloon loans for used vehicles are limited to 10% and loan contracts to non-vw-brands may not exceed 10%.» None of the Borrowers is an employee of Volkswagen Bank. Originator and servicer In April 2017, we met with VW Bank (A1/P-1/Aa3(cr)), ultimately owned by Volkswagen AG (A3/P-2). VW Bank acts as an originator and servicer in Driver Multi-Compartment S.A., Compartment Driver fourteen. VW Bank provides auto contracts directly to individuals and corporate entities in Germany. The origination process is highly automated. A scoring system is in place to assess the borrower's credit risk, which considers amongst other things (i) external credit bureau information, in some cases from two different bureaus, (ii) internal payment behaviour if a repeat customer; (iii) the customer's debt history; and (iv) fraud information. The underwriting process is in line with the market standard. In terms of day delinquencies, the average historical performance of the originators' portfolio between 2015 and 2017 of 0.13% is better than its peer group of German auto contract originators, with extrapolated cumulative losses at approximately 0.6% using origination from 2009 onwards. VW Bank has approximately 165 employees in the collections management team. Collection management is organised centrally from an internal collection center. Collection procedures rely on direct debit, which accounts for approximately 100% of payments. The collection process and early arrears management are highly automated and include the use of external recovery agencies and external lawyers in the pre-legal and legal phases respectively. 9

10 The exhibit below summarizes the main characteristics of the originator and/or servicer in the transaction. Exhibit 15 Originator profile, servicer profile and operating risks Date of Operations Review: 23-Nov-17 Originator Background Rating: A1/P-1/Aa3(cr) Financial Institution Group Outlook for Sector: Stable Ownership Structure: Ultimately owned by Volkswagen AG (A3/P-2) Asset Size: Approx. EUR 56.3 bn (December 2016) Transaction as % of Securitizable Book: 1.3% % of Transaction Retained: 5% Servicer Background Rating: A1/P-1/Aa3(cr) Regulated by: German Supervisory Authority for Banking Business (BaFin) Total number of Receivables Serviced: Approx. 3,002 (as of December 2016) Number of Staff: 1,293 (as of December 2016) The originator provided us with net losses quarterly data covering the period January September 2017 split by i) Classic and Auto credit; ii) New and Used. We also received delinquency data for the period September September In our view, the quantity and quality of data received is adequate compared to transactions that have achieved high investment-grade ratings in this sector in other European countries. The weighted average original contractual term of the agreements is about 4.1 years, with a maximum of seven years. The exhibit below shows cumulative net losses for the period The data provided by the originator which covers January September 2017, the exhibit below covers only a subset of that data. Exhibit 16 Net loss vintage curves - auto loan book from VW Bank as a % of loan balance at origination Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q % 0.8% 0.6% 0.4% 0.2% % Months since issuance Source: VW Bank 10

11 Asset analysis Primary asset analysis Our analysis of the credit quality of the assets includes an examination of the loan default distribution of the securitised pool, based on our assumptions and historical data. Loan default distribution The first step in the analysis was to define a loss distribution of the pool of loans to be securitised. Because of the large number of loans, we used a continuous distribution to approximate the loss distribution: the lognormal distribution. The probability loss distribution associates a probability with each potential future loss scenario for the portfolio. This distribution has hence been applied to numerous loss scenarios on the asset side to derive the level of losses on the Notes. Two main parameters determine the shape of the loss distribution: the mean loss and the portfolio credit enhancement ( PCE ). The expected loss captures our expectations of performance considering the current economic outlook, while PCE captures the loss we expect the portfolio to suffer in the event of a severe recession scenario. We generally derive these parameters from the historical data; we may make adjustments based on further analytical elements such as performance trends, differences in portfolio composition or changes in servicing practices among others. The exhibit below shows the lognormal loss distribution of the portfolio. Exhibit 17 Lognormal loss probability distribution Scenario Probability 0.45% 0.40% 0.35% 0.30% 0.25% 0.20% 0.15% 0.10% 0.05% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Loss Scenario Source: Moody s Investors Service Derivation of loan loss rate expectation The Portfolio expected loss rate of 1.7% is better than the EMEA auto ABS average and is based on our assessment of the lifetime expectation for the pool taking into account certain macroeconomic and pool specific factors. We primarily based our analysis on the historical cohort performance data that the originator provided for a portfolio that is representative of the securitised portfolio. We also evaluated (1) the German market trend, (2) benchmark loan and lease transactions, and (3) other qualitative considerations. Derivation of portfolio credit enhancement (PCE) The PCE of 8.0% is better than the EMEA auto ABS average. The PCE has been defined following analysis of the data variability, as well as by benchmarking this portfolio with past and similar transactions. Factors that affect the potential variability of a pool s credit losses are: (i) historical data variability, (ii) quantity, quality and relevance of historical performance data, (iii) originator quality, (iii) servicer quality, (iv) certain pool characteristics, such as asset concentration, and (v) certain structural features, such as revolving periods. Commingling risk The servicer can commingle funds such as collections and proceeds from the realisation value of vehicles with its own funds until they are transferred to the Issuer. Collections and other portfolio proceeds are transferred monthly. In the event the servicer's ultimate 11

12 parent, VW Bank is downgraded below Baa1/P-2, a cash reserve will collateralise the commingling risk based on expected cash flows, and the sweep frequency will be increased to twice a month. Set-off risk VW Bank is a deposit taking institution and the transaction is therefore exposed to set-off risk from borrower deposits. To minimize set-off risk (i) the eligibility criteria exclude borrowers who hold a deposit with VW Bank at the portfolio cut-off date and (ii) a setoff reserve has to be funded upon a downgrade of VW Bank below Baa3 if the potential set-off amount is also greater than 1% of the portfolio balance. Cumulative exposures below 1% will not be covered by a set-off reserve, irrespective of VW Bank s rating. Comparables Prior transactions and transactions of other sellers/servicers The exhibits below show the performance of comparable transactions among originators in Europe, as well as performance of prior German auto ABS transactions in the Driver series. The performance of the originator s precedent transactions in this sector are within Moody s expectations. Exhibit 18 Exhibit 19 Auto loan and lease ABS - Germany Days Delinquency seasoning by originators Auto loan and lease ABS - Germany Losses - seasoning by originators BMW Bank Germany Other Originators Volkswagen Bank FCE Bank GMAC Bank RCI Banque Delinquency [% of CB] Losses -> Default - Recoveries (Cum) [% of OB + Cum Repl] Banque PSA FFS Bank Mercedes-Benz Bank Santander Consumer Bank Banque PSA FCE Bank GMAC Bank RCI Banque VR Leasing BDK Bank FFS Bank Mercedes-Benz Bank Santander Consumer Bank BMW Bank Germany Other Originators Volkswagen Bank Months Since Closing Months Sice Closing Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/ servicer reports Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/ servicer reports Exhibit 20 Exhibit 21 Driver Eight GmbH Driver Four GmbH Driver Seven GmbH Driver thirteen UG (haftungsbeschraenkt) Driver Two GmbH Private Driver GmbH Private Driver GmbH Private Driver UG (haftungsbeschrankt) Delinquency 90+ [%of CB] 2 Driver Cumulative Losses - by Seasoning Driver Eleven GmbH Driver Nine GmbH Driver Six GmbH Driver Three GmbH Private Driver GmbH Private Driver GmbH Private Driver UG (haftungsbeschrankt) Private Driver UG (haftungsbeschrankt) Driver Five GmbH Driver One GmbH Driver Ten GmbH Driver Twelve GmbH Private Driver GmbH Private Driver GmbH Private Driver UG (haftungsbeschrankt) Months Since Closing 60 Cumulative Losses [% of OB + Cum Repl] Driver 90+ Days Delinquency - by Seasoning Driver Eight GmbH Driver Five GmbH Driver Nine GmbH Driver Seven GmbH Driver Ten GmbH Driver Three GmbH Driver Two GmbH Private Driver GmbH Private Driver GmbH Private Driver GmbH Private Driver UG (haftungsbeschrankt) Private Driver UG (haftungsbeschrankt) 0.8 Driver Eleven GmbH Driver Four GmbH Driver One GmbH Driver Six GmbH Driver thirteen UG (haftungsbeschraenkt) Driver Twelve GmbH Private Driver GmbH Private Driver GmbH Private Driver GmbH Private Driver UG (haftungsbeschrankt) Private Driver UG (haftungsbeschrankt) Months Since Closing Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/ servicer reports Source: Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/servicer reports 12

13 The exhibit below shows a benchmark table including portfolio characteristics of comparable transactions in Europe. Exhibit 22 Comparable transactions - asset characteristics Driver MultiComp. S.A., Driver Master S.A., Comp. Driver fourteen Driver thirteen UG Compartment 1 Deal Name Country Closing Date or Rating Review Date Currency of Rated Issuance Rated Notes Volume (excluding NR and Equity) Originator/Servicer Long-term/Short Term Rating Securitised pool balance ("Total Pool") Average principal balance Auto loan receivables % Auto lease receivables % Portion of (fully) amortising contracts % Germany Germany Germany Germany Germany Germany 25/02/ /07/ /11/ /05/ /07/2013 EUR EUR EUR EUR EUR EUR [750,000,000] 717,000, ,000, ,600,000 1,291,300, ,400,000 Volkswagen Volkswagen Bank Bank GmbH GmbH Volkswagen Bank GmbH Volkswagen Volkswagen Bank Bank GmbH GmbH A1/P-1 A3/P-2 Aa3/P-1 A3/P-2 A3/P-2 A3/P-2 [750,010,730] 750,001, ,026, ,565,789 1,355,785, ,000,272 [12,309] 15,592 14,220 15,635 14,193 13, [9.94]% 14.24% 11.36% 14.41% 15.30% 17.83% Portion of bullet / balloon contracts % [90.06]% 85.76% 88.64% 85.59% 84.70% 82.17% Portion of pure bullet / balloon payments % [64.69]% 43.78% 49.54% 43.59% 43.47% 41.96% Direct Debit (minimum payment) [99.8]% 99.8% 99.7% 99.8% 100.0% 100.0% WA initial yield (Total Pool) [2.42]% 2.9% 2.6% 2.9% 3.2% 3.6% WAL of Total Pool initially (in years) [1.5] WA original term (in years) [4.1] WA seasoning (in years) [2.0] WA remaining term (in years) [2.1] No. of contracts [60,930] 48,102 52,745 53,762 95,526 53,814 No. of obligors [61,268] 47,661 52,370 53,255 94,325 53,356 Single obligor (group) concentration % [0.05]% 0.06% 0.06% 0.05% 0.03% 0.03% Top 10 obligor (group) concentration % [0.25]% 0.25% 0.23% 0.22% 0.17% 0.20% Top 20 obligor (group) concentration % [0.39]% 0.39% 0.31% 0.35% 0.26% 0.33% [99.54]% 99.64% 99.55% 99.67% 99.71% 71.14% Private obligors % Name largest manufacturer / brand 2nd largest manufacturer / brand 3rd largest manufacturer / brand VW VW VW VW VW VW Audi Audi Audi Audi Audi Audi Skoda Skoda Skoda Seat Skoda Skoda [43.67]% 53.9% 46.4% 55.4% 52.7% 58.1% 2nd largest manufacturer / brand [26.68]% 24.7% 27.9% 24.0% 20.8% 21.5% 3rd largest manufacturer / brand [11.06]% 14.4% 13.4% 14.1% 13.6% 13.3% [40.12]% 54.3% 50.1% 55.0% 66.6% 65.3% North RhineWestfalia Bavaria North RhineWestfalia Bavaria North RhineWestfalia Bavaria North RhineWestfalia Bavaria North RhineWestfalia Bavaria North RhineWestfalia Bavaria BadenWuerttemberg [20.97]% BadenWuerttemberg 20.5% BadenWuerttemberg 20.7% BadenWuerttemberg 20.7% BadenWuerttemberg 20.3% BadenWuerttemberg 19.8% 2nd largest region [14.40]% 14.2% 14.5% 14.3% 13.6% 13.4% 3rd largest region [12.35]% 11.9% 12.6% 11.7% 11.7% 11.3% Size % largest manufacturer / brand New vehicles % Name largest region 2nd largest region 3rd largest region Size % largest region 13 Driver Eleven GmbH [March 2018] Volkswagen Bank GmbH Captive finance company? Private Driver Driver Twelve GmbH

14 Exhibit 23 Comparable transactions - asset assumptions Driver Multi-Comp. S.A., Comp. Driver Driver Master S.A., Driver thirteen UG Compartment 1 fourteen Deal Name Gross default / Net loss definition in this deal Driver Eleven Private Driver Driver Twelve GmbH GmbH 6 months 6 months 6 months 6 months 6 months 6 months Type of default / loss distribution Lognormal Lognormal Lognormal Lognormal Lognormal Lognormal Model running on defaults/losses Losses Losses Losses Losses Losses Losses Mean gross default/net loss rate - initial pool Mean gross default/net loss rate - replenished po 1.70% 1.60% 1.50% 1.50% 1.70% 1.70% 43.20% 46.00% 47.55% 47.55% 45.00% 45.00% Sine( ) Sine( ) Sine( ) Sine( ) Sine( ) Sine( ) 0% 0% 0% 0% 0% 0% Mean net loss rate (calculated or modelled) CoV (implied) Default timing curve Mean recovery rate Recovery lag (in months) Aaa PCE 8.00% Prepayment Rate 12.5% (18 months) / 17.5% thereafter 12.5% (18 months) / 17.5% thereafter 12.5% (18 months) / 17.5% 12.5% (18 months) / thereafter 17.5% thereafter 10% (18 10% (18 months) / months) / 20% 20% thereafter thereafter Stressed Fees modelled 1.03% 1.03% 1.03% 1.03% 1.03% 1.03% Assumed Portfolio Yield p.a. - initial pool 3.54% 2.60% 2.87% 2.94% 3.20% 3.64% Assumed Portfolio Yield p.a. - additional pool Index Rate assumed in 1st period RV risk modelled? No No No No No No RV Haircut (Aaa (sf)) Originator/Servicer quality The main strengths of the servicer in this transaction are Volkswagen Bank GmbH experience as an originator in the Germany car loan market and its role as a market leader in its home market. In addition, Volkswagen Bank GmbH is the captive originator of a strong vehicle manufacturer. 14

15 Securitization structure description Driver Multi-Compartment S.A., Compartment Driver fourteen is a static cash securitisation. Our analysis of the structural characteristics of the transaction included a review of available total credit enhancement including the initial capital structure and target over-collateralisation levels and transaction triggers. Moody's notes that in line with other VW sponsored transactions, the portfolio is sold at a discount that targets zero net excess spread. The issuer is a special purpose vehicle incorporated under the laws of Luxembourg as a limited liability company ( société anonyme ). Interest on the Notes is paid monthly. Structural diagram Below is a structural diagram for the transaction, illustrating the relationship between the issuer, Driver Multi-Compartment S.A., Compartment Driver fourteen, and the other transaction parties. Exhibit 24 Detailed description of the structure The transaction structure is a senior subordinated structure with a cash reserve. Additionally, notes issued by the issuer benefit from over-collateralization (as pool amount is greater than aggregated funded liabilities). Components of credit enhancement Credit enhancement in the transaction includes primarily subordination of the notes, subordinated loan and over-collateralisation. Additional sources of credit enhancement are the cash reserve. Excess spread All assigned receivables were purchased at a discounted rate of 3.537%. However, part of the resulting portfolio yield 2.234% (the buffer release rate) will be paid directly to VW and will not be available for the transaction priority of payments leaving the transaction with a portfolio yield of circa 1.30% during the first payment period. The buffer release rate will be recalculated on a monthly basis such that the transaction will target zero excess spread after payment having deducted senior fees (estimates of ongoing servicing 15

16 costs) plus spreads on the rated notes and swap rate, unless VW Bank is insolvent. In the event of VW Bank's insolvency, the buffer release amount is not paid out and remains in the transaction. Over-collateralisation The transaction benefits from over-collateralisation of 1.5% at closing. The initial over-collateralisation is created by defining a lower portfolio purchase price than the net present value of the auto loan portfolio at closing. Build-up of credit enhancement In addition, credit enhancement levels build-up during the life of the transaction. Class A and Class B Notes are initially repaid sequentially allowing for the build-up of credit enhancement until the credit enhancement target levels (excluding the reserve fund) are reached: 11% and 13% for Class A and 6.5% and 7.25% for Class B, depending on the transaction period. Allocation of payments/waterfall On each payment date, the issuer s available funds (i.e. collections including installments and vehicle realisation proceeds, withdrawals from the cash collateral account, net swap receipts, any finds held in the collateral account at servicer insolvency, and any other amounts held with the issuer excluding counterparty collateral amounts, will be applied in the following simplified order of priority (pre-enforcement priority of payments): 1) Senior expenses; 2) Swap payments except for a termination payment due to a default by the swap counterparty; 3) Accrued and unpaid interest on Class A; 4) Accrued and unpaid interest on Class B; 5) Cash Collateral Account until specified level is reached; 6) Principal payments in modified pro rata order (subject to cumulative gross loss triggers) until repaid in full to Class A and Class B; 7) Following a swap termination event, all amounts due and payable under the swap agreement; 8) Payments of interest and principal to the subordinated loan until completely repaid; 9) Remaining excess to VW Bank. Cash reserve» at closing: 1.0% of the original discounted portfolio balance» the reserve fund is non-amortizing» the reserve fund will be replenished after the interest payment of the Class A and Class B notes using the available funds in the cash flow waterfall. Performance triggers Repayment of the notes depends on target overcollateralisation percentage applied. Initially, the Target OC percentage will be:» 11% for the Class A» 6.5% for the Class B If the Cumulative Net Loss Ratio exceeds (i) 0.5% up to June 2019; or (ii) 1.15% between July 2019 and March 2020, then the target OC percentage will be:» 13% for the Class A» 7.25% for the Class B 16

17 If the Cumulative Net Loss Ratio exceeds 1.6%, the deal will become fully sequential. Originator/Servicer/Cash Manager related triggers The appointment of the servicer is terminated if the following events occur:» Insolvency of the servicer;» Failure to perform material obligations, if not remedied;» Failure to deliver the servicer report, if not remedied;» Withdrawal of the servicer's banking license;» Failure to make payments due, if not remedied within three business days. Other counterparty rating triggers The account bank and paying agent will be replaced upon loss of the account bank required rating of P-1/A2. Interest rate mismatch At closing, the pool consists of 100% fixed rate assets, whereas the Notes are floating rate liabilities. As a result, the Issuer is subject to fixed-floating mismatch (i.e. the risk that the interest rate on the Notes will differ from the interest payable on this portion of the portfolio). To mitigate the fixed-floating rate mismatch, the issuer will enter into several swap agreements, one for each Series Class A and Class B notes. Under the swap agreements: (i) the issuer will pay a fixed spread on the Class A and B notes, (ii) the swap counterparty will pay 1-month Euribor plus a spread on Class A and Class B respectively. Asset transfer/true sale/bankruptcy remoteness The purchase of the asset portfolio is financed by the issuance of (i) Class A and B Notes and (ii) a subordinated loan. The purchase is a true sale of the receivables under German law for the benefit of the note holders. Cash manager The Bank of New York Mellon, Frankfurt Branch (Aa1/P-1/Aa1(cr)) acts as cash manager in the transaction. The cash manager's responsibilities are transferring funds with instructions to the payment agent to make payments according to the waterfall. The cash manager will make cash flow calculations on each monthly payment date. Events that could lead to termination of the cash manager include insolvency and revocation of the management company's authority to act in that capacity. There is no back-up cash manager appointed at closing. Replacement of the servicer There is no back-up servicer or back-up servicer facilitator appointed at closing. Exhibit 25 Back-up servicer 17

18 Securitization structure analysis Primary analysis We base our primary analysis of the transaction structure on the default distribution of the portfolio in order to derive our cash flow model. Tranching of the notes We used a lognormal distribution to describe the default distribution of the portfolio. We used this distribution in the cash flow model to ultimately derive the level of losses on the notes under each default scenario. The chart below represents the default distribution (green line) that we used in modelling loans/lessee defaults. Exhibit 26 Lognormal loss probability distribution and tranche A losses as % of initial notes amount Scenario Probability Class A Loss % (RHS) 0.5% 5.0% 0.4% 4.5% 0.4% 4.0% 3.5% 0.3% 3.0% 0.3% 2.5% 0.2% 2.0% 0.2% 1.5% 0.1% 1.0% 0.1% 0.5% 0.0% 0.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% Loss Scenario Source: Moody's Investors Service We considered the allocation to each of the parties within the transaction of the cash flows that the collateral generates, and the extent to which the structural features of the transaction might themselves provide additional credit protection to investors, or alternatively act as a further source of risk in addition to the intrinsic risk of the assets. For example, we analysed the strength of early amortisation triggers. As a first step towards determining the theoretical rating of the notes, we used an expected- loss methodology that reflects the probability of default for the notes multiplied by the severity of the loss expected for the notes. In order to allocate losses to the notes in accordance with their priority of payment and relative size, we used a cash-flow model (ABSROM) that reproduces most of the deal-specific characteristics. We have already described above the main input parameters of the model. The result of weighting each severity of loss output (the result of inputting each default scenario into ABSROM) with the probability of occurrence, is both the expected loss for the notes as well as the expected average life. Timing of defaults We have tested different timings for the loss curve to assess the robustness of the ratings. In the base case scenario, the timing of losses curve assumed is sinus, with first loss occurring with a 6 month lag, a peak in month 10 and last default in month 32. Loss definition/ termination of loan contracts and write-off process Upon termination of a contract, the delinquent debtor has 14 days to render the payment of the entire claim amount or, alternatively, to deliver the vehicle to the premises of a Volkswagen Group dealer. This process is supported by an outbound team contacting the defaulted debtors to reach an agreement with for the debtors either to pay the entire claim amount or to retransfer the vehicle to VW Bank or a Volkswagen Group dealer. In the event of non-compliance, a vehicle-repossession request is issued to an external repossession company. Repossession of the vehicle usually occurs around the 91st day after the first unpaid installment was due. After repossession of the vehicle it takes on 18

19 average around 30 days until the vehicle is sold. Thus, generally around 121 days pass between the date on which payment of the first unpaid installment is due and the date on which the debtor s account is settled. If the recoveries from the sale of the vehicle are not sufficient to satisfy the outstanding claim against the borrower an execution of a levy on property is initiated on approximately the 177th day. If such levy on property should prove unsuccessful, i.e. if a settlement of outstanding claims should not be achieved, the claim is written off as irrecoverable. Exhibit 27 Comparable transactions - structural features Driver MultiComp. S.A., Comp. Driver fourteen Deal Name Revolving Period (in years) Driver Master S.A., Compartment Size of credit RF ongoing (as % of rated notes) RF amortisation floor (as % of initial total pool) Set-off risk? Set-off mitigant Commingling Risk? Commingling mitigant Back-up servicer appointed if servicer rated below Back-up Servicer name Back-up Servicer facilitator Swap in place? Size of Aaa(sf) rated class 1.0 (initially 11 months) Driver thirteen UG 0.0 Private Driver Driver Eleven GmbH Driver Twelve GmbH % 1.13% 1.20% 1.20% non-amortizing 0.60% 1.00% 1.00% 1.00% 1.00% Reserve upon rating trigger Reserve upon rating trigger Reserve upon rating trigger Reserve upon rating trigger Cash Cash advancing* advancing* No BUS No BUS Cash advancing* No BUS Cash advancing* No BUS Reserve upon Reserve rating trigger upon rating trigger Cash advancing* No BUS Cash advancing* No BUS No BUS facilitator No BUS facilitator No BUS facilitator No BUS facilitator No BUS facilitator 92.2% 92.0% 3.05% 3.25% No BUS facilitator 92.6% 90.2% 92.2% 92.2% Aa2(sf) rated class Aa3(sf) rated class 4.20% A(sf) rated class 2.30% 3.05% 3.40% Baa(sf) rated class Ba(sf) rated class B(sf) rated class NR class Equity 3.60% 5.00% 3.70% 3.85% 3.85% 3.75% Initial Over-collateralisation 1.50% 0.60% 0.70% 0.90% 0.90% 1.00% Annualised net excess spread as modelled * upon rating trigger 19

20 Additional structure analysis Asset transfer, true sale and bankruptcy remoteness We consider the purchase of the receivables to be an effective true sale under German law and the Issuer to be a bankruptcy remote entity. Our assessment is based on the analysis of the transaction documentation and takes into account the legal opinion provided by the transaction counsel. Cash reserve The reserve fund is funded at closing at 1.0% of the initial discounted principal balance of the portfolio and is non-amortizing. The reserve fund is not available to cover principal losses during the life of the transaction, however, it can be used to repay principal on the rated note at the legal final maturity of the transaction, or when the discounted portfolio balance is reduced to zero. We consider the reserve fund in this transaction as being in line with other comparable auto ABS transactions. Commingling risk Collections are transferred to the issuer account monthly, before which time they are commingled at the servicer's account. The resulting commingling risk is mitigated by (i) the current rating of the servicers' ultimate parent VW Bank (A3/P-2), (ii) cash advances upon a downgrade of VW Bank, and (iii) borrower notification to pay into the issuer account upon servicer insolvency. The cash advance mechanism mentioned above provides for the servicer has to arrange the following transfer within 14 calendar days of the downgrade of VW Bank below Baa1/P-2: Expected collections will be advanced twice a month to a collateral account pledged to the Issuer:» Determine the expected collections for the second until fifteenth calendar day of each monthly period and transfer the amount on the second business day of that monthly period.» Determine the expected collections from the 16th calendar day of each monthly period and the first calendar day of the following monthly period and transfer the amount on the second business day following the 15th calendar day of each monthly period to the monthly collateral account opened with the account bank. Actual collections will be transferred to the Issuer account twice a month:» Transfer actual collections from the first fifteen days of each monthly period on the first business day following the 15th calendar day of that month.» Transfer actual collections from the sixteenth day to the last calendar day of the month on the first business day of the following monthly period. Emission irregularities On 18 September 2015, the US Environmental Protection Agency (EPA) issued findings that Volkswagen Aktiengesellschaft (VW) rated A3/P-2 (Negative Outlook) had used engine management software in its diesel cars to evade emissions standards under the Clean Air Act. Subsequently, on 22 September 2015, VW Group made a public announcement stating that circa 11 million diesel engines of the type EA 189 may use this engine management software. On 15 October 2015 the Federal Motor Transport Authority (Kraftfahrt-Bundesamt or KBA), announced a mandatory recall programme by VW of circa 2.4 million affected vehicles registered in Germany. On 10 December 2015, Volkswagen announced that it has presented specific technical measures for the EA 189 diesel engines to the German Federal Motor Transport Authority KBA. On 16 December 2015, Volkswagen announced that the presented technical measures have been approved by the KBA. These measures apply to Europe (EU-28 markets). The seller has confirmed that 5.5% of the outstanding discounted balance in the pool is affected by the diesel emission issue (EA 189 engines in the pool that are not yet fixed). As a result of the emission irregularities the transaction is exposed to the additional risk on this small portion of loans that borrowers set-off potential claims against their payments due under the agreements. Moody s notes that in the event in which the repair and the replacement of a vehicle were not possible, and in cases where these have not taken place 20

21 within a reasonable period of time, the German Consumer code stipulates 1) a price reduction or 2) a contract termination shall be applicable, at the choice of the consumer or user. However, contract termination shall not be possible where the lack of conformity is minor. Moody s considers it to be highly likely that the sale contract of the vehicle and the loan agreement to finance the purchase of the vehicle are linked contracts pursuant to article 29 of the Consumer Credit Contracts Act as 99.5% of the loan contracts are towards retail customers, which can be deemed to be consumers. Consequently, the borrower would have a right to withhold from paying the loan installments under the financing agreements partially or fully if the dealer does not repay the partial or full purchase price under the vehicle purchase agreement, or replace the vehicle. Moody's has considered this in its quantitative analysis. Methodology and monitoring We will monitor the transaction on an ongoing basis to ensure that it continues to perform in the manner expected, including checking all supporting ratings and reviewing periodic servicing reports. Any subsequent changes in the rating will be publicly announced and disseminated through Moody s Client Service Desk. Data quality: The transaction will provide a finalised investor report and discuss it with a Moody's analyst. This report will include all necessary information for Moody's to monitor the transaction. Data availability: VW Bank will provide the investor report. The investor report will be published monthly. The frequency of the interest payment date is monthly. Investor reports will be publicly available on a website. Parameter sensitivities Parameter sensitivities provide a quantitative, model-indicated calculation of the number of notches that a Moody's rated structured finance security may vary if certain input parameters used in the initial rating process differed. The analysis assumes that the deal has not aged. It is not intended to measure how the rating of the security might migrate over time, but rather, how the initial rating of the security might differ as certain key parameters vary. Parameter sensitivities for this transaction have been calculated in the following manner: Moody s tested 9 scenarios derived from the combination of mean loss: 1.70% (base case), 1.95% (base case * 115%), 2.20% (base case * 130%) and PCE: 8.0% (base case), 8.4% (base case * 105%), 8.8% (base case * 110%). The 1.70% / 8.0% scenario would represent the base case assumptions used in the initial rating process. The following exhibits show the parameter sensitivities for this transaction with respect to all rated tranches. 21