Clientis AG. Update to credit analysis. Rating Scorecard - Key financial ratios. Capital: Tangible Common Equity/Risk-Weighted Assets

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1 CREDIT OPINION 8 May 18 Clientis AG Update to credit analysis Update Summary We assign A1(stable)/P-1 deposit ratings to Clientis AG (Clientis). Furthermore, we assign an Baseline Credit Assessment (BCA) and Adjusted BCA, and an A3(cr)/P-(cr) Counterparty Risk (CR) Assessment to the bank. RATINGS Clientis AG Domicile Berne, Switzerland Long Term Debt Not Assigned Long Term Deposit A1 Type LT Bank Deposits - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Andrea Wehmeier VP-Senior Analyst andrea.wehmeier@moodys.com Clientis' ratings reflect (1) the bank's BCA and Adjusted BCA; and () the result of our Advanced Loss Given Failure (LGF) analysis, which takes into account the severity of loss faced by different liability classes in resolution, and results in two notches of rating uplift to Clientis' deposit ratings. Clientis' BCA takes into account its (1) strong capitalisation and good asset quality; and () limited, confidence-sensitive market funding, balanced by its improving liquid assets. Despite an improving trend, the BCA remains constrained by the bank's limited earnings capacity, which is a result of persistently low interest rates and a competitive domestic banking market. The BCA, which is based on the bank's consolidated financials, also reflects amendments to Clientis' contractual support framework, which came into effect in early 16 and has improved the bank's cohesion and long-term stability. Because Clientis' framework still falls short of the frameworks of comparable cooperative or mutual banking groups in Europe, we apply a negative qualitative adjustment to its BCA. Alexander Hendricks, CFA Associate Managing Director - Banking alexander.hendricks@moodys.com Exhibit 1 Carola Schuler Managing Director Banking carola.schuler@moodys.com % Americas Asia Pacific Clientis AG (BCA: ) Median -rated banks Solvency Factors 5% 3% 5% % 15% 15% 1% 1% 5% Japan EMEA %.7% 19.% Asset Risk: Problem Loans/ Gross Loans Capital: Tangible Common Equity/Risk-Weighted Assets % Solvency Factors (LHS) Source: Moody's Financial Metrics.4% Profitability: Net Income/ Tangible Assets 1.4% 1.8% Funding Structure: Market Funds/ Tangible Banking Assets Liquid Resources: Liquid Banking Assets/Tangible Banking Assets % Liquidity Factors (RHS) Liquidity Factors CLIENT SERVICES Rating Scorecard - Key financial ratios

2 Credit strengths» Strong capital ratios, resulting from its high-quality capital instruments» High loan book granularity and limited exposure to real estate hotspots, which further benefits its asset quality» Sustainably improved liquidity Credit challenges» Weak, although improving, profitability and efficiency ratios» Cross-guarantee scheme, which falls short of comparable mechanisms found in other cooperative or mutualist banking groups Outlook The outlook on Clientis' A1 deposit ratings is stable, reflecting our expectation that Clientis will be able to sustain its financial profile, supported by its future-balanced funding profile and ongoing strong asset quality and capitalisation. Factors that could lead to an upgrade» An upgrade of Clientis' ratings would be likely in the event of (1) an upgrade of the bank's BCA; or () an increase in uplift resulting from our Advanced LGF analysis.» Upward pressure on the bank's BCA could result from a combination of (1) a sustained improvement in its risk-adjusted efficiency and profitability levels; () its liquidity reserves significantly exceeding market funds; and (3) higher capitalisation levels, leading to increasing creditor protection.» Our Advanced LGF analysis could result in higher notches of rating uplift if Clientis were to issue a significant volume of senior unsecured or subordinated debt that would provide increased protection to depositors, potentially leading to one additional notch of rating uplift. Factors that could lead to a downgrade» A downgrade of Clientis' ratings could be triggered by the following: (1) A downgrade of the BCA, or () a reduction in the bank's rating uplift as a result of our LGF analysis.» Clientis' BCA could come under downward rating pressure owing to a combination of (1) a decline in the bank's liquidity reserves resulting from an increase in Clientis' risk appetite, especially if the bank were to expand its balance sheet more aggressively without retaining balanced liquidity and market funding profiles; () a material deterioration in the bank's asset quality, especially following a marked slowdown in the Swiss real estate market; and (3) gradual market share erosion caused by competitive pressures or strategic differences within the group, or further exits of member banks, although we consider this factor to be highly unlikely at present.» A downgrade of Clientis' deposit ratings could also arise if the volume of deposits were to fall meaningfully, resulting in lower rating uplift under our LGF framework. 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. 8 May 18

3 Key indicators Exhibit Clientis AG (Consolidated Financials) [1] Total Assets (CHF billion) Total Assets (EUR billion) Total Assets (USD billion) Tangible Common Equity (CHF billion) Tangible Common Equity (EUR billion) Tangible Common Equity (USD billion) Problem Loans / Gross Loans (%) Tangible Common Equity / Risk Weighted Assets (%) Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) Net Interest Margin (%) PPI / Average RWA (%) Net Income / Tangible Assets (%) Cost / Income Ratio (%) Market Funds / Tangible Banking Assets (%) Liquid Banking Assets / Tangible Banking Assets (%) Gross Loans / Due to Customers (%) CAGR/Avg [1] All figures and ratios are adjusted using Moody's standard adjustments. [] Basel III - fully-loaded or transitional phase-in; LOCAL GAAP. [3] May include rounding differences due to scale of reported amounts. [4] Compound Annual Growth Rate (%) based on time period presented for the latest accounting regime. [5] Simple average of periods presented for the latest accounting regime. [6] Simple average of Basel III periods presented. Source: Moody's Financial Metrics Profile The decentralised Clientis group was formed in 3 and currently consists of 15 legally independent banks and their central institution, Clientis AG, which is jointly owned by these member banks. Clientis AG guarantees the liabilities of all 15 legally independent banks, which in turn must provide financial support to Clientis AG in case of need. The group has a geographical presence in the German and French-speaking parts of Switzerland, and holds national market shares of.8% of deposits and % of mortgage loans as of year-end 17. These market shares position the group as a clear niche company in the local/rural Swiss banking market, characterised by meaningful regional market positions and a fairly loyal local retail, and small and medium-sized enterprise clientele. The group held total assets of CHF14.5 billion as of year-end 17 and served around, customers (as of year-end 17) through its regional network of around 69 branches, with a focus on providing traditional universal banking services. For more information, please see our Swiss Banking System Profile. Weighted Macro Profile of Very StrongClientis AG is focused in the Swiss market, and, therefore, has an assigned Macro Profile of Very Strong-, at the same level as the Macro Profile of Switzerland. Recent Developments On 15 May 18 Clientis announced that its largest member bank, Clientis Zürcher Regionalbank will leave the group per year-end 19. With CHF3.9 billion in assets, the announced exit of Clientis Zürcher Regionalbank will reduce Clientis group's size significantly, as the remaining 14 member banks are all much smaller in size. We expect that both the set-up as a contractual group and the regulatory approach of supervision at the group level will not change, though the announced exit of a member bank underpins that the sector cohesion remains more fragile that comparable groups tied by cross-guarantee schemes, despite a strenghtened contractual framework. 3 8 May 18

4 Detailed credit considerations High loan book granularity and limited exposure to real estate hotspots benefits its asset quality, supported by highquality capital ratios We assign an a1 Asset Risk score to Clientis, three notches below the Macro-Adjusted historical score of aa1. The assigned score captures risks from the bank's high stock of mortgage loans compared with its total loan volume (over 94% by year-end 17), as well as risks from the persistently low interest rate environment. The assigned Asset Risk score also incorporates the bank's relatively low susceptibility to potential shocks from the domestic real estate markets or a prolonged period of weaker economic growth in Switzerland. We expect Clientis to manage the pace and extent of any potential deterioration in its currently sound asset quality indicators. This assessment is based on the bank's subdued loan growth over the past few years, which resulted in the almost flat development of its mortgage loan book, which totaled CHF11.9 billion as of year-end 17. Moreover, Clientis' mortgage properties are predominantly in areas where property markets do not show signs of overheating. Furthermore, as of year-end 17, the bank's stock of impaired loans stood at a stable CHF87.4 million or.7% of total gross loans (16: CHF8.7 million,.7%; 15: CHF99.4 million,.9%). We assign an aa Capital Score to Clientis, one notch below the Macro-Adjusted historical score of aa1, reflecting potential downside risks in the real estate markets. In our view, Clientis will remain equipped with an ample capital buffer, considering (1) the relatively low-risk nature of the group's highly collateralised retail mortgage loan book; and () the liability scheme of the Clientis group and its member banks. In accordance with the Swiss Financial Market Supervision Authority, the Clientis group, as a defined Category 4 institution, must maintain a total capital ratio of 1.3% as of the end of 19. As of year-end 17, the group's reported Common Equity Tier 1 (CET1) ratio was 19.%, up from 18.1% in 16 and 17.8% in 15. Clientis' regulatory capital does not contain any hybrid capital instruments and consists of 1% CET1 capital. Furthermore, the continued high retention rate of above 8% demonstrates the bank's strong focus on robust internal capital generation. Profitability and efficiency ratios are improving The assigned ba1 Profitability score of Clientis, one notch below the Macro-Adjusted historical score of ba captures the bank's limited, but improving, profitability. In the long term, Clientis has the potential to benefit from the closer operational and business integration of its member banks, which could improve efficiency and, in turn, help preserve the bank's profitability in a very low interest rate environment. While the profitability measures reflect the group's lower-risk nature to a certain degree, the efforts by the bank's management to expand its reach to other regional banks are starting to become visible and are reflected in its assigned ba1 Profitability score. The bank aims to add additional banks to its model bank platform and, in the medium term, fully integrate them within the Clientis group. In our view, this integration would enable the group to increase its efficiency and further raise scale effects. For 17, the Clientis group reported an improved net income of CHF 7.7 million (16: CHF63.4 million). The bank's net interest income grew slightly to CHF163. million in 17 (16: CHF16 million), comparing favorably with some other regional banking groups as a result of the bank's continued effective interest-rate hedging policy. Higher fee and commission income of CHF4.8 million (16:.6 million) further contributed to the solid result, weighed down slightly by higher depreciation and amortisation (CHF15.7 million in 17 from CHF1.8 million in 16). A more balanced funding mix, despite higher reliance on wholesale funding than its peers The assigned Funding Structure score of a1, in line with the Macro-Adjusted historical score, reflects Clientis' large base of stable retail deposits (7% of total liabilities and equity as of year-end 17) owing to its well entrenched local retail franchises. Moreover, gross loans constituted 86% of the group's balance sheet as of the same date. Likewise, the bank's loan-to-deposit ratio of 1% as of year-end 17 (16: 11%), after taking into account medium-term promissory notes (Kassenobligationen), indicates a certain dependence on wholesale funds. However, the secured and longer-term nature of the sourced market funds and the bank's stable client deposits mitigate its vulnerability to our highly adverse scenario of a prolonged disruption in the wholesale funding markets, which could necessitate business volume reductions and, therefore, potentially lead to franchise impairments. 4 8 May 18

5 The bank's assigned Liquid Resources score of ba, in line with the Macro-Adjusted historical score, takes into account its level of liquid assets (which has remained constant since the sharp increase in 15), driven primarily by higher deposits with the central bank, a common factor for Swiss banks. By December 17, the bank held CHF7 billion in cash resources, alongside CHF163 million in interbank claims. As of year-end 17, Clientis also held liquid securities worth CHF35 million in its portfolio, eligible as central bank collateral. Stronger cohesion of member banks, but limited commitment under a liability scheme and concentration risks led to a qualitative adjustment of the BCA We adjust Clientis' Financial Profile score down by one notch, assigning the bank an BCA overall. This adjustment reflects Clientis' sector set-up, despite the bank having strengthened the group's cohesiveness by widening the cross-liability mechanisms and ensuring group membership through legally binding membership commitments. However, some elements of the group's support scheme, in particular the limited fungibility of capital, do not match the standards of other cooperative or mutual banking groups in Europe. Compared with other cross-guarantee schemes, we also see higher concentration risks because of the relatively low overall number of participating banks, which leaves the group and its support capacity more vulnerable to the financial performance of a limited number of member banks. We use the Clientis group accounts for the bank's BCA, including the bank's capitalisation at the consolidated level. Clientis is regulated at the group level and, therefore, enjoys intervention rights with regard to (1) the risk management of individual members, and () other key business aspects, such as liquidity. However, at the Clientis group level, joint capital support for the 15 individual members is contractually limited to 5% of requested regulatory capital, in contrast with the legal or statutory framework present in other cooperative groups in Switzerland and France, which includes a joint and several liability scheme. Hence, we apply a one-notch qualitative adjustment to reflect these key differences, in particular, restrictions on full capital fungibility, which leads to a more limited capital buffer for investors than that of other comparative groups. Support and structural considerations Loss Given Failure (LGF) analysis Clientis is subject to Swiss banking regulation, which we consider to be an operational resolution regime. We, therefore, apply our Advanced LGF analysis, which takes into consideration the risks faced by the different debt and deposit classes across the liability structure at failure. We assume (1) residual tangible common equity of 3%, () losses post-failure of 8% of tangible banking assets, (3) a 5% run-off in junior wholesale deposits, (4) a 5% run-off in preferred deposits, and (5) assign a 1% probability to deposits being preferred to senior unsecured debt (as reflected in the de facto case in the waterfall below), thereby reflecting depositor preference by law in Switzerland. Our LGF analysis indicates a very low loss given failure for Clientis' A1 rated deposits, leading us to position the bank's Preliminary Rating Assessment two notches above the Adjusted BCA. Government support considerations We consider the probability of government support for Clientis in a stressed event to be low, given the bank's (1) relatively small national market shares in key banking products, and () modest relative importance to the country's banking system. Therefore, Clientis' deposit ratings do not benefit from government support uplift. Counterpart Risk (CR) Assessment The Counterparty Risk (CR) Assessment is an opinion of how counterparty obligations are likely to be treated if a bank fails and is distinct from debt and deposit ratings in that it (1) considers only the risk of default rather than both the likelihood of default and the expected financial loss suffered in the event of default; and () applies to counterparty obligations and contractual commitments rather than debt or deposit instruments. The CR Assessment is an opinion of the counterparty risk related to a bank's covered bonds, contractual performance obligations (servicing), derivatives (for example, swaps), letters of credit, guarantees and liquidity facilities. Clientis' CR Assessment is positioned at A3(cr)/P-(cr) The bank's CR Assessment is positioned at the same level as the bank's Adjusted BCA. This positioning reflects the depositor preference in Switzerland, the resulting rank ordering of CR exposures below deposits, as well as the moderate volume of instruments ranking below CR exposures, such as senior debt and equity, which is insufficient to reduce the expected loss to a level that would warrant uplift from the Adjusted BCA. 5 8 May 18

6 Methodology and scorecard Methodology The principal methodology we used in rating Clientis AG was the Banks methodology, published in April 18. About Moody's Bank Scorecard Our Bank Scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read in conjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our scorecard may materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strong divergence). The scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down to reflect conditions specific to each rated entity. 6 8 May 18

7 Rating methodology and scorecard factors Exhibit 3 Clientis AG Macro Factors Weighted Macro Profile Very Strong - Factor Historic Macro Ratio Adjusted Score Credit Trend Assigned Score Key driver #1 Key driver # Solvency Asset Risk Problem Loans / Gross Loans.7% aa1 a1 Sector concentration Expected trend Capital TCE / RWA 19.% aa1 aa Risk-weighted capitalisation Expected trend Profitability Net Income / Tangible Assets.4% ba ba1 Earnings quality Expected trend Combined Solvency Score Liquidity Funding Structure Market Funds / Tangible Banking Assets 1.4% a1 a1 Market funding quality Expected trend Liquid Resources Liquid Banking Assets / Tangible Banking Assets 1.8% ba ba Quality of liquid assets Expected trend a a at-failure (CHF million) 4,494 9,38 7,343, ,518 % at-failure Combined Liquidity Score Financial Profile Business Diversification Opacity and Complexity Corporate Behavior Total Qualitative Adjustments Sovereign or Affiliate constraint: Scorecard Calculated BCA range Assigned BCA Affiliate Support notching Adjusted BCA Balance Sheet in-scope (CHF million) 3,49 1,445 7,79, ,518 Other liabilities Deposits Preferred deposits Junior Deposits Senior unsecured bank debt Equity Total Tangible Banking Assets 7 1% 8 May 18 a -1-1 Aaa a-baa1 % in-scope 3.6% 71.9% 53.% 18.7% 1.4% 3.% 1% 31.% 64.6% 5.6% 14.% 1.4% 3.% 1%

8 Debt class Counterparty Risk Assessment Deposits Instrument class Counterparty Risk Assessment Deposits De Jure waterfall De Facto waterfall Notching LGF Assigned Additional Preliminary LGF notching Rating Instrument Sub- Instrument SubDe Jure De Facto Notching Guidance notching Assessment volume + ordination volume + ordination vs. subordination subordination Adjusted BCA (cr) 18.5% 18.5% a1 Loss Given Failure notching Additional Preliminary Rating Notching Assessment (cr) a1 Government Support notching Local Currency Rating A3 (cr) A1 Foreign Currency Rating -A1 Source: Moody's Financial Metrics Ratings Exhibit 4 Category CLIENTIS AG Outlook Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Moody's Rating Stable A1/P-1 A3(cr)/P-(cr) Source: Moody's Investors Service 8 8 May 18

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10 Contacts Andrea Wehmeier VP-Senior Analyst 1 8 May 18 CLIENT SERVICES Gerson Morgenstern Associate Analyst gerson.morgenstern@moodys.com Americas Asia Pacific Japan EMEA