Austrian State of Upper Austria 'AA+/A-1+' Ratings Affirmed; Outlook Negative

Research Update: Austrian State of Upper Austria 'AA+/A-1+' Ratings Affirmed; Outlook Negative Primary Credit Analyst, Sovereigns And International Public Finance: Thomas F Fischinger, Frankfurt (49) 69-33-999-243; thomas.fischinger@spglobal.com Secondary Credit Analyst, Sovereigns And International Public Finance: Niklas Steinert, Frankfurt (0049) 69 33 999 248; niklas.steinert@spglobal.com Table Of Contents Overview Rating Action Outlook Rationale Key Statistics Ratings Score Snapshot Key Sovereign Statistics Related Criteria And Research Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 1

Research Update: Austrian State of Upper Austria 'AA+/A-1+' Ratings Affirmed; Outlook Negative Overview We assume that Upper Austria will be able to stabilize its tax-supported debt burden, benefiting from additional revenues that should help to minimize deficits after capital accounts. We assess the management's recently proposed debt brake as a first step in applying tighter budget rules. We are affirming our 'AA+/A-1+' ratings on Upper Austria. The negative outlook on Upper Austria is based on our concerns that Upper Austria might miss its consolidation targets and will continue to fund capital expenditures by granting guarantees, which would lead to lower transparency of public accounts and increased tax-supported debt. Rating Action On June 9, 2017, S&P Global Ratings affirmed its 'AA+/A-1+' long- and short-term issuer credit ratings on the State of Upper Austria. The outlook is negative. Outlook The negative outlook on Upper Austria is based on our concerns that Upper Austria might miss its consolidation targets and continue to fund capital expenditures by granting guarantees, which would lead to lower transparency of public accounts and increased tax-supported debt. Downside Scenario We could lower the rating if management fails to consolidate, leading to weaker budgetary performance indicators and higher tax-supported debt. This could also lead us to reassess the state's financial management, which we currently consider very strong. Upside Scenario We could revise our outlook back to stable if the state manages to balance its budgetary performance over the next two years, helped by additional revenues from tax proceeds and additional transfers from the recently renewed national equalization system. In addition, if actions follow words, management will implement consolidation measures to comply with its announced debt brake, which aims to avoid an increase in direct debt. This should help keep Upper Austria's tax-supported debt burden at about a low 30% of operating revenues. Rationale WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 2

The ratings on Upper Austria reflect the very predictable and well-balanced institutional framework for Austrian states. The state benefits from rising tax revenues at the national level, and additionally from transfers granted with the implementation of the renewed tax equalization law. The ratings also benefit from Upper Austria's very strong regional economy, with very high GDP per capita and low unemployment rates. Upper Austria has sold some of its assets in the past, including parts of granted housing loans, and minority shares in the electricity company and the state bank, which leaves the state somewhat less budgetary flexibility than other Austrian states. Upper Austria's tax-supported debt burden is low in an international comparison, but higher than its direct debt owing to granted guarantees for capital expenditures, which we deem highly likely to be called over the next few years. Upper Austria benefits from an exceptional liquidity situation, with funding provided by the federal treasury (ÖBFA) and practically no debt maturities to expect until 2023. Upper Austria benefits from additional revenues from 2017 We assess the institutional framework for Austrian states as very predictable and well balanced, the second-best assessment for local and regional governments. The Austrian fiscal equalization system is highly reliable and supportive, and based on extensive revenue-sharing; all major taxes are collected at the federal level and redistributed to states and municipalities. The central determinant for the states' share of overall tax revenues is the actual relative share of the population. In 2017, the reform of the tax-sharing system came into effect, on which all three levels of government in Austria--federal, state, and municipal--agreed in late 2016. We therefore do not expect that the elections at the federal level in the third quarter of 2017 will have a financial effect on the states, including Upper Austria. The reform includes additional annual revenues for states and municipalities totaling 194 million, distributed unevenly across states, as well as a one-time transfer for refugee-related expenses. The revised fiscal equalization scheme also includes binding cost-containment paths for health expenses and elderly care, full state autonomy in the field of housing subsidies, and a legal limit on state guarantees. Upper Austria relies heavily on shared taxes or transfers from the federal level, which account for virtually all operating revenues. Due to the low share of modifiable revenues we are convinced that measures to consolidate the state's finances need to focus on expenditures, even more so as the state has sold some of its assets in the past and therefore cannot rely on one-off revenues from disinvestments any longer. In our opinion, the state has a strong track record of keeping operating expenditures contained and it has leeway to defer capital spending thanks to the high quality of its public infrastructure. Due to the high degree of tax redistribution among Austrian states, we assess their economic profiles by using national GDP per capita, rather than regional. However, we note that Upper Austria's GDP per capita levels have been largely in line with the national average over the past years. Upper Austria's sociodemographic profile compares favorably with other Austrian states--for example, it has a lower unemployment rate than other states. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 3

New debt brake indicates first step to consolidation We assess Upper Austria's financial management as very strong. We acknowledge that the government has announced it would implement a debt brake for 2018 and 2019, effectively banning net new borrowing except for defined exemptions such as natural disasters. We view this as an important step for the consolidation of the state's accounts, but also note that most of the state's accumulated tax-supported debt was due to guarantees to outsourced companies or guarantees for the pre-financing of capital expenditures. Tackling these issues will be key to reach the announced medium-term goal of debt-free status again, which the state enjoyed until 2009. We note that the state is basing its financial planning on the revenue forecast of the national tax authority, and is revising its expenditure planning to a zero-base budgeting, which should help in future to outperform budgets and financial planning again. Upper Austria's new governor took office in April 2017, after his predecessor voluntarily stepped down after 22 years in office. Aside from the debt brake, the new governor announced an opening balance sheet, and some structural measures, such as merging municipalities and administrations. Upper Austria's budgetary performance is stable, with the operating balance set to strengthen gradually. The state aims to improve budgetary performance by 40 million per year through efficiency gains, which would balance results after capital accounts by 2018. In our base-case scenario, we expect some delays in the implementation of these measures, but balanced accounts by year-end 2020 at the latest. We project a slowly increasing operating balance, to 10.1% in 2020 (from 9% in 2016) of operating revenues in our base-case scenario, which is higher than our last base-case scenario published in November 2016. Based on this scenario, we assume that tax-supported debt will hover around 30% of consolidated operating revenues in the next few years, contingent on our assumption of no change in the state's liquidity policy. Direct debt is very low. Since all of Upper Austria's debt is denominated in local currency, the euro, the state faces no foreign exchange rate risk. Our assessment of the debt burden as moderate also takes into account the high level of unfunded pension liabilities, which we project to remain above 50% of adjusted operating revenues. Upper Austria's refinancing risk remains negligible with all direct debt at the ÖBFA and no maturities until 2023. Upper Austria's net free cash, liquid assets, and available committed bank lines cover nearly three times the state's annual debt service over the next 12 months. The state's cash flows are predictable, with regular patterns of large cash inflows and outflows, which facilitates liquidity planning. Similar to other Austrian states, our liquidity assessment for Upper Austria is supported by its exceptional access to external liquidity. Upper Austria is entitled to timely access to liquidity from ÖBFA for planned drawings of funds, given that the state has followed all required procedures for this access. We view the possibility of financing via ÖBFA as a key credit strength for all Austrian states. In addition, Upper Austria would also benefit from well-established access to the deep domestic capital markets, particularly via its state bank, Oberoesterreichische Landesbank AG. We assess the level of contingent liabilities of the state as moderate. The largest single item for the state in this respect remains its 51% stake in its state bank. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 4

Overall, we assess contingent liabilities amount to 2%-10% of the state's consolidated revenues in a stress scenario, taking into account the bank's current capitalization, the bank's risk profile, and the state's share in the bank. Key Statistics Table 1 State of Upper Austria Key Statistics --Fiscal year ending Dec. 31-- (Mil. ) 2014 2015 2016 2017bc 2018bc 2019bc Operating revenues 4,744 4,965 5,083 5,266 5,414 5,592 Operating expenditures 4,344 4,513 4,628 4,783 4,877 5,025 Operating balance 400 452 455 483 537 567 Operating balance (% of operating revenues) 8.4 9.1 9.0 9.2 9.9 10.1 Capital revenues 146 144 117 55 48 48 Capital expenditures 694 737 627 618 645 661 Balance after capital accounts (149) (141) (54) (80) (60) (46) Balance after capital accounts (% of total revenues) (3.0) (2.8) (1.0) (1.5) (1.1) (0.8) Debt repaid 119 354 42 92 21 22 Gross borrowings 89 327 112 173 81 67 Balance after borrowings (178.5) (168.3) 14.9 0.5 (0.1) (0.5) Modifiable revenues (% of operating revenues) 4.0 3.9 4.2 3.7 3.6 3.6 Capital expenditures (% of total expenditures) 13.8 14.0 11.9 11.4 11.7 11.6 Direct debt (outstanding at year-end) 598 568 533 506 566 611 Direct debt (% of operating revenues) 12.6 11.4 10.5 9.6 10.4 10.9 Tax-supported debt (outstanding at year-end) 1,663 1,681 1,650 1,623 1,683 1,728 Tax-supported debt (% of consolidated operating revenues) 35.1 33.9 32.5 30.8 31.1 30.9 Interest (% of operating revenues) 0.3 0.3 0.1 0.2 0.1 0.1 Local GDP per capita ( ) 39,400 40,250 40,120 41,890 42,970 44,130 National GDP per capita ( ) 38,841 39,632 40,217 41,186 42,219 43,364 The data and ratios above result in part from S&P Global Ratings' own calculations, drawing on national as well as international sources, reflecting S&P Global Ratings' independent view on the timeliness, coverage, accuracy, credibility, and usability of available information. The main sources are the financial statements and budgets, as provided by the issuer. bc--base case: reflects S&P Global Ratings' expectations of the most likely scenario. Ratings Score Snapshot WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 5

Table 2 State of Upper Austria Ratings Score Snapshot Key rating factors Institutional framework Economy Financial management Budgetary flexibility Budgetary performance Liquidity Debt burden Contingent liabilities Very predictable and well balanced Very strong Very strong Average Strong Exceptional Moderate Moderate S&P Global Ratings bases its ratings on local and regional governments on the eight main rating factors listed in the table above. Section A of S&P Global Ratings' "Methodology For Rating Non-U.S. Local And Regional Governments," published on June 30, 2014, summarizes how the eight factors are combined to derive the rating. Key Sovereign Statistics Sovereign Risk Indicators - April 10, 2017. An interactive version available at http://www.spratings.com/sri Related Criteria And Research Related Criteria General Criteria: Methodology For Linking Long-Term And Short-Term Ratings - April 07, 2017 Criteria - Governments - International Public Finance: Methodology For Rating Non- U.S. Local And Regional Governments - June 30, 2014 Criteria - Governments - International Public Finance: Methodology And Assumptions For Analyzing The Liquidity Of Non-U.S. Local And Regional Governments And Related Entities And For Rating Their Commercial Paper Programs - October 15, 2009 General Criteria: Use Of CreditWatch And Outlooks - September 14, 2009 Related Research Republic of Austria 'AA+/A-1+' Ratings Affirmed; Outlook Stable - March 17, 2017 Public Finance System Overview: Austrian States, February 27, 2017 Default, Transition, and Recovery: 2016 Annual Non-U.S. Local And Regional Government Default Study And Rating Transitions, May 08, 2017 Banking Industry Country Risk Assessment: Austria, June 27, 2016 Institutional Framework Assessments For Non-U.S. Local And Regional Governments, April 21, 2016 In accordance with our relevant policies and procedures, the Rating Committee was composed of analysts that are qualified to vote in the committee, with sufficient experience to convey the appropriate level of knowledge and understanding of the methodology applicable (see 'Related Criteria And Research'). At the onset of the WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 6

committee, the chair confirmed that the information provided to the Rating Committee by the primary analyst had been distributed in a timely manner and was sufficient for Committee members to make an informed decision. After the primary analyst gave opening remarks and explained the recommendation, the Committee discussed key rating factors and critical issues in accordance with the relevant criteria. Qualitative and quantitative risk factors were considered and discussed, looking at track-record and forecasts. The committee agreed that the debt burden had deteriorated. All other key rating factors were unchanged. The chair ensured every voting member was given the opportunity to articulate his/her opinion. The chair or designee reviewed the draft report to ensure consistency with the Committee decision. The views and the decision of the rating committee are summarized in the above rationale and outlook. The weighting of all rating factors is described in the methodology used in this rating action (see 'Related Criteria and Research'). Ratings List Rating To From Upper Austria (State of) Issuer Credit Rating Foreign and Local Currency AA+/Negative/A-1+ AA+/Negative/A-1+ Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.globalcreditportal.com and at spcapitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column. Alternatively, call one of the following S&P Global Ratings numbers: Client Support Europe (44) 20-7176-7176; London Press Office (44) 20-7176-3605; Paris (33) 1-4420- 6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5914; or Moscow 7 (495) 783-4009. Additional Contact: International Public Finance Ratings Europe; PublicFinanceEurope@spglobal.com WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 7

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, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription) and www.spcapitaliq.com (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 www.standardandpoors.com/usratingsfees. STANDARD & POOR'S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor's Financial Services LLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 09, 2017 8