Credit Opinion: Banca Sella Holding

Credit Opinion: Banca Sella Holding Global Credit Research - 2 Nov 215 Biella, Italy Ratings Category Outlook Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Senior Unsecured MTN -Dom Curr Subordinate -Dom Curr Moody's Rating Rating(s) Under Review *Ba1/*NP ba3 ba3 Baa3(cr)/P-3(cr) **(P)Ba2 B1 * Rating(s) within this class was/were placed on review on October 29, 215 ** Placed under review for possible downgrade on October 29, 215 Contacts Analyst Phone Edoardo Calandro/London 44.2.7772.5454 Carlo Gori/London Nicholas Hill/Paris 33.1.53.3.1.2 Key Indicators Banca Sella Holding (Consolidated Financials)[1] [2]6-15 [2]12-14 [3]12-13 [3]12-12 [3]12-11 Avg. Total Assets (EUR million) 14,332.5 14,257.8 13,36.5 13,135.7 12,946.8 [4]2.6 Total Assets (USD million) 15,969.3 17,252.7 18,41. 17,318. 16,86.8 [4]-1.3 Tangible Common Equity (EUR million) 674.6 674.5 615.9 487.5 42.9 [4]12.5 Tangible Common Equity (USD million) 751.7 816.2 848.6 642.7 546.4 [4]8.3 Problem Loans / Gross Loans (%) 16. 12. 1.8 9.5 7.7 [5]11.2 Tangible Common Equity / Risk Weighted Assets (%) 7.5 7.4 6.7 5.4 4.9 [6]7.5 Problem Loans / (Tangible Common Equity + Loan Loss 98.5 76.6 81.9 86.7 81.7 [5]85.1 Reserve) (%) Net Interest Margin (%) 2. 2.2 2.3 2.4 2.4 [5]2.3 PPI / Average RWA (%) 2.5 3.3 2.4 2.2 2.2 [6]2.9 Net Income / Tangible Assets (%).1.5.3.2.1 [5].2 Cost / Income Ratio (%) 66.4 58.2 65.7 68.4 68.6 [5]65.5 Market Funds / Tangible Banking Assets (%) 17.4 18.9 18.8 17.2 22.7 [5]19. Liquid Banking Assets / Tangible Banking Assets (%) 3.3 3.3 24.7 19.6 19.1 [5]24.8 Gross loans / Due to customers (%) 95.6 1. 18.8 114. 117.9 [5]17.3 Source: Moody's [1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional

phase-in; IFRS [3] Basel II; IFRS [4] Compound Annual Growth Rate based on IFRS reporting periods [5] IFRS reporting periods have been used for average calculation [6] Basel III - fully-loaded or transitional phase-in & IFRS reporting periods have been used for average calculation Opinion SUMMARY RATING RATIONALE Banca Sella Holding's (Banca Sella) Ba1 long-term deposit rating is underpinned by the bank's ba3 standalone baseline credit assessment (BCA), very low loss-given-failure under our Loss Given Failure (LGF) analysis, and our assessment of a low probability of government support. Banca Sella's BCA reflects the bank's modest capital, still deteriorating asset quality, and low profitability. Rating Drivers - Modest capital - Deteriorating asset quality - Low profitability - Family ownership is neutral for Banca Sella's ratings Rating Outlook Banca Sella's long-term deposit ratings are on review for upgrade, driven by legal changes affecting the seniority of depositors and senior unsecured debt investors. Law decrees approved by the Italian government, if enacted in law, will introduce full depositor preference over senior debt to the benefit of depositors and to the detriment of senior unsecured creditors. What Could Change the Rating - Up Banca Sella's ratings could be upgraded following significant improvement in the bank's capital, a stabilisation of problem loans, and a return to sustainable ongoing profitability. Parliament's approval of the changes to the legal framework for bank resolutions which gives priority to all deposits over senior unsecured debt would likely result in a one-notch upgrade of Banca Sella's deposit ratings, which are on review for upgrade. What Could Change the Rating - Down A downgrade of the deposit rating is unlikely, taking into account the current review for upgrade. DETAILED RATING CONSIDERATIONS MODEST CAPITAL ADEQUACY We view Banca Sella's capital as modest, both in terms of risk-adjusted and absolute levels; our score for capital is b1, one notch above our b2 macro-adjusted score, which is driven by an upcoming EUR12 million capital increase that we expect will be terminated by year-end. In June 215 the bank reported a Basel III CET1 ratio of 9.4%, which is equivalent to our Tangible Common Equity over adjusted risk-weighted assets of 7.5%. Leverage was just adequate and above 5%. (see note 1 at the end of this report) DETERIORATING ASSET QUALITY We view Banca Sella's asset quality as weak, with a deteriorating trend which is likely to continue in 215 and 216, although at a slower pace than in the last two-to-three years; our score for asset risk is b3, in line with the bank's macro-adjusted score. In June 215 Banca Sella reported problem loans at 16% of gross loans (see note 2 at the end of this report).

LOW PROFITABILITY Banca Sella's profitability is low, and it has been constrained by a weak operating environment in Italy; our score for Sella's profitability is b3, in line with our macro-adjusted score. Going forward, we expect net recurring profitability to remain weak, in line with our expectation of still high loan loss charges for at least the next two years. We however expect that the abovementioned slower pace of asset deterioration will lead to a slight lower level of loan loss charges, and we expect a mild improvement for Banca Sella's core profitability. Compared with banks of similar size, revenues are better diversified; in 213 and in 214 Banca Sella had a relatively high level of commissions (generally between 3% and 4% of operating revenues), largely from asset management and payment systems, which appears sustainable. Revenues from trading were also substantial. Despite the higher revenue diversification, substantial trading gains, and average efficiency (around 6% costincome ratio as reported by the bank), net profit was modest relative to tangible assets in 213 and in 214 (.3% and.5% respectively). This was largely attributable to the bank's high loan loss provisions, which represented around 59% of Banca Sella's pre-provision profit in 214. In June 215 Banca Sella reported a net profit of EUR9 million, down 75% from the EUR33 million reported in 1H 214, owing to a 17% reduction in net interest income, and a 4% increase in loan loss charges. FAMILY OWNERSHIP IS NEUTRAL FOR BANCA SELLA'S RATINGS Banca Sella is almost entirely owned by the Sella family, which designates all board members. Although the family ownership could potentially affect the independence of risk management and controls, we view it as neutral for the bank's ratings, considering the following mitigating factors: (1) related parties exposures are limited and classified according to international best practices; (2) there is sufficient transparency of the ownership structure, which includes holdings incorporated in Italy; and (3) other businesses of the Sella family are limited, reducing potential conflict of interests between the bank and other activities. Notching Considerations LOSS GIVEN FAILURE AND ADDITIONAL NOTCHING Banca Sella is subject to the EU Bank Resolution and Recovery Directive (BRRD), which we consider to be an Operational Resolution Regime. We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets, a 25% run-off in "junior" wholesale deposits, a 5% run-off in preferred deposits, and assign a 25% probability to deposits being preferred to senior unsecured debt. These are in line with our standard assumptions. We believe that Banca Sella's deposits are likely to face very low loss-given-failure, due to the loss absorption provided by subordinated debt and, potentially, by senior unsecured debt should deposits be treated preferentially in a resolution, as well as the substantial volume of deposits themselves. This is supported by the combination of substantial deposit volume and subordination. This results in an uplift of two notches from the bank's BCA. Assuming the current draft decrees in Italy become law, following the review period we will amend the "de jure" capital structure used in our Advanced Loss Given Failure analysis in accordance with the revised liability ranking, as explained further in our Request for Comment dated October 215, and the anticipated one-notch change in deposit ratings will take effect. We expect this to take place before the year-end. Considering the limited amount of senior unsecured debt, we believe that Banca Sella's senior debt is likely to face low loss-given-failure, which results in an uplift of one notch from the bank's BCA. We however do not rate any senior unsecured instrument, but we assign provisional ratings on Banca Sella's EMTN programme. GOVERNMENT SUPPORT We believe that there is a low likelihood of government support for Banca Sella's debt and rated wholesale deposits in the event of its failure, which does not result in any uplift; this probability reflects the bank's position in the Italian market, with Banca Sella being significantly smaller than the country's two largest banks. As such, we do not believe Banca Sella to be a sufficiently systemically important bank to give any uplift to the ratings. COUNTERPARTY RISK ASSESSMENT Banca Sella's Baa3(cr)/P-3(cr) Counterparty Risk Assessment (CR Assessment) is three notches above the

bank's BCA. Banca Sella's CR Assessment is driven by the bank's ba3 BCA, and by substantial bail-in-able debt and deposits likely to support the operating obligations; low probability of government support does not result in any further uplift. The CR Assessment, which is not a rating, reflects an issuer's probability of defaulting on certain bank operating liabilities, such as covered bonds, derivatives, letters of credit and other contractual commitments. In assigning the CR Assessment, we evaluate the issuer's standalone strength and the likelihood, should the need arise, of affiliate and government support, as well as the anticipated seniority of counterparty obligations under our advanced Loss Given Failure framework. The CR Assessment also assumes that authorities will likely take steps to preserve the continuity of a bank's key operations, maintain payment flows, and avoid contagion should the bank enter a resolution. Note 1: Unless noted otherwise, data in this report is sourced from company reports and Moody's Banking Financial Metrics. Note 2: For data starting from 215, problem loans include non-performing loans, unlikely to pay exposures, and past due. For further details please refer to our Sector In-Depth entitled "Italian Banks Implement New Problem Loan Definition; Our View on Asset Risk Is Unchanged", published in October 215. About Moody's Bank card Our card 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 card may materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strong divergence). The card 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. Rating Factors Banca Sella Holding Macro Factors Weighted Macro Profile Moderate + Financial Profile Factor Historic Ratio Macro Adjusted Solvency Asset Risk Problem Loans / Gross Loans Credit Trend Assigned 16.% b3 b3 Quality of assets Key driver #1 Key driver #2 Capital TCE / RWA 7.5% b2 b1 Expected trend Riskweighted capitalisation Profitability Net Income / Tangible Assets Combined Solvency Liquidity Funding Structure Market Funds / Tangible Banking Assets Liquid Resources.1% b3 b3 Earnings quality b3 b2 18.9% baa2 baa1 Extent of market funding reliance

Liquid Banking Assets / Tangible Banking Assets Combined Liquidity 3.3% baa1 baa1 Stock of liquid assets baa2 baa1 Financial Profile ba3 Qualitative Adjustments Adjustment Business Diversification Opacity and Complexity Corporate Behavior Total Qualitative Adjustments Sovereign or Affiliate constraint card Calculated BCA range Baa2 ba2 - b1 Assigned BCA ba3 Affiliate Support Adjusted BCA ba3 Instrument Class Loss Given Failure Additional Preliminary Rating Assessment Government Support Local Currency rating Deposits -- -- -- -- Ba1 RUR Possible Upgrade Senior unsecured bank debt Dated subordinated bank debt -- -- -- -- (P)Ba2 RUR Possible Downgrade -1 b1 B1 Foreign Currency rating Ba1 RUR Possible Upgrade 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 http://www.moodys.com for the most updated credit rating action information and rating history. 215 Moody s Corporation, Moody s Investors Service, Inc., Moody s Analytics, Inc. and/or their licensors and affiliates (collectively, MOODY S ). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ( MIS ) ARE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES,

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