FITCH AFFIRMS IDRS OF PROCREDIT HOLDING AND 6 SUBSIDIARY BANKS, TAKES VARIOUS ACTIONS ON VRS

FITCH AFFIRMS IDRS OF PROCREDIT HOLDING AND 6 SUBSIDIARY BANKS, TAKES VARIOUS ACTIONS ON VRS Link to Fitch Ratings' Report: ProCredit Holding AG & Co. KGaA - Rating Action Report https://www.fitchratings.com/site/re/898853 Fitch Ratings-Warsaw/London-24 May 2017: Fitch Ratings has affirmed ProCredit Holding AG & Co. KGaA's (PCH) Long-Term Issuer Default Rating (IDR) at 'BBB' with a Stable Outlook. The agency has also affirmed the IDRs of six subsidiary banks in Albania, Bosnia & Herzegovina, Germany, Kosovo, Macedonia and Serbia. We have upgraded the Viability Rating (VR) of the subsidiary in Serbia to 'bb-' from 'b+' and downgraded the VR of themacedonian subsidiary to to 'b +' from 'bb-'. A full list of rating actions is available at www.fitchratings.com or by clicking the link above. KEY RATING DRIVERS PCH'S IDRS AND SUPPORT RATINGS PCH's IDRs and Support Rating are driven by Fitch's view of the potential support it can expect to receive from its core international financial institution (IFI) shareholders: KfW (AAA/Stable), IFC and DOEN Foundation (end-2016: combined stake of 39.3%). Apart from the three IFIs, Fitch views Zeitinger Invest (formerly IPC) and ProCredit Staff Invest as core shareholders in PCH. These entities have strategic control over the group, through their status as general partners within the KGaA structure. Fitch's view of support is based on the long-term and strategic commitment of the IFI shareholders, as highlighted by their role within PCH's structure, the alignment of their own missions of development finance with that of PCH, and a record of debt and capital support (including the equity injection completed in late 2016) to PCH and its subsidiary banks. PCH's VR PCH's 'bb-' VR reflects the group's exposure to difficult emerging market environments, the relatively narrow franchises of the subsidiary banks in their respective jurisdictions (with some exceptions, most notably PCBK in Kosovo) and the inherent credit risks in PCH's business model based on lending to SMEs. Following the equity injection completed ahead of the listing on the Frankfurt Stock Exchange, the group's capitalisation has improved significantly. Fitch Core Capital (FCC) increased to 13.7% at end-2016, from 10.95% at end-2015, although at these levels, it remains moderate relative to the risks the group faces given its exposure to weaker operating environments. PCH's VR also reflects strong corporate governance and risk management across the group, underpinned by supervision by the German Banking Regulator (BaFin) of the consolidated PCH group, and by solid management. The group has a record of asset quality that consistently exceeds the markets in which it operates, and its financial performance has been stable and resilient through the cycle. The group applies a conservative definition of impaired loans compared with peers. Apart from usual qualitative triggers, PCH applies a quantitative trigger for impairment at 30 days past due, compared with a standard 90 days. It reported impaired loans of 6.3% of gross loans at end-2016. The coverage of impaired loans with specific reserves was modest at around 43%, partly reflecting the highly collateralised profile of the loan book. Substantial IBNR reserves bring the overall

provision coverage to a more adequate 66% at end-2016. The coverage of loans more than 30 days past due was above 100% at end-2016. Pressure on revenues from a tightening net interest margin - reflecting both the exit from highermargin micro lending and the low interest rate environment - has been gradually offset by efficiency gains. 6The group's profitability in 2016 was additionally supported by low impairment charges of around 50bp of average gross loans (2015: around 100bp) and, as in 2015, by profits from discontinued operations. The group is on track with its strategy to exit micro-lending (loan exposures of below EUR30,000) and reduce its presence in Central America. Subsidiaries in Bolivia and Mexico were sold in 2016 and operations in El Salvador and Nicaragua are reported as assets held for sale. Lending to SMEs remains key to the group's strategy, and operations now focus on 14 banking subsidiaries in southeastern Europe (70% of the loan book at end-2016), eastern Europe (20%), South America (8%; operations in Colombia and Ecuador) and Germany (2%). Liquidity is well-managed across the group, and adequate reserves are held to cover potential liquidity needs from subsidiary banks in case of stress. SUBSIDIARY BANKS - IDRs AND SUPPORT RATINGS The IDRs and Support Ratings of ProCredit Bank Sh.a. (PCBA, Albania), ProCredit Bank d.d. Sarajevo (PCBiH, Bosnia), ProCredit Bank AG (PCBDE, Germany), ProCredit Bank Sh.a. Kosovo (PCBK) ProCredit AD Skopje (PCBM, Macedonia) and ProCredit Bank ad Beograd (PCBS, Serbia) are underpinned by the likelihood of support from their parent, PCH. In assessing support, Fitch views positively the full ownership of the subsidiaries, the strategic importance of southeastern Europe to PCH, the potential negative implications of a subsidiary default for the group, the strong integration of the subsidiaries within the group and a record of capital and liquidity support. The IDRs of ProCredit Bank ad Beograd (PCBS) are also underpinned by its 'bb-' VR. The extent to which support can be factored into the ratings of the five south-eastern European subsidiaries is constrained by Fitch's assessment of country risks in the jurisdictions in which they operate. Absent of country risk constraints, Fitch would be likely to maintain a one-notch differential between the ratings of the south-eastern European subsidiaries and PCH. PCBM and PCBS's Long-Term Foreign-Currency IDRs are constrained by the respective Country Ceilings (Macedonia: BB+, Serbia: BB-). PCBA, PCBiH and PCBK's Long-Term Foreign- Currency IDRs reflect Fitch's assessment of transfer and convertibility risks in Albania, Bosnia & Herzegovina and Kosovo, respectively. The Long-Term Local-Currency IDRs of the five banks are also constrained by country risks. The equalisation of PCBDE's IDRs with those of PCH reflects Fitch's view of a high likelihood of parental support. This view is based primarily on the bank's treasury role within the group and a strong legal commitment in the form of a profit and loss sharing agreement, which obliges PCH to replenish PCBDE's equity should the latter suffer a loss. The Outlook on PCBM's Long-Term IDRs is Negative, reflecting that on the sovereign's ratings. The Stable Outlooks on the other south-eastern European banks reflect the sovereign Outlook, where assigned (Serbia), or Fitch's assessment of the balance of risks on the sovereign credit profile in other markets. SOUTH-EASTERN EUROPEAN BANKS - VRs The upgrade of PCBS's VR to 'bb-' from 'b+' reflects the further strengthening of its capitalisation, with the FCC ratio rising to 20% at end-2016 (2015: 18%) and an extended record of positive internal capital generation and resilient asset quality.

The downgrade of PCBM's VR to 'b+' from 'bb-' reflects Fitch's reassessment of risks relating to the operating environment in Macedonia and the bank's financial metrics relative to other banks in the PCH group. The VRs of the five banks reflect, to varying degrees, the high risks from their operating environment, making their performance vulnerable to potential domestic market shocks, which cannot be fully mitigated by the application of conservative group risk management policies. For PCBA and PCBiH, the VRs also reflect the banks' small franchises and limited scale, which in turn act as constraints on performance and internal capital generation. PCBK is one the largest banks in Kosovo (23% market share by total assets at end-2016) and its large franchise affords it the benefit of economies of scale. Internal capital generation at PCBK has been stable through the cycle, and has supported capital ratios at solid levels (FCC of 16.3% at end-2016), despite regular dividend payments to PCH. PCBM and PCBS's stable performance has been supported by a wide, albeit tightening, net interest margin (NIM), economies of scale, loan book growth and, in the case of PCBS, low loan impairment charges, PCBiH's small scale and franchise limitations resulted in the bank barely breaking even at a preimpairment operating level in 2016. PCBiH's loan impairment charges fell in 2016 compared with 2015, when the bank incurred additional charges following implementation of a more conservative collateral valuation policy, but impaired loans based on local regulatory definitions were still a significant 15.6%. The agency views the bank's FCC of 13.3% at end-2016 as modest, given the bank's weak internal capital generation, significant net NPLs and a difficult operating environment. The bank is dependent on regular capital support from PCH. PCBA's VR also reflects asset quality and financial performance that have been weaker than most regional peers in the PCH group. The bank's FCC ratio of 16.4% at end-2016 is only moderate, given the challenging operating environment and the bank's asset quality (NPLs of 11.6% at end-2016). All the subsidiary banks' VRs benefit from PCH's participation, in terms of strong corporate governance and risk management frameworks, and from track records of asset quality that have outperformed their respective domestic banking sectors. Fitch does not assign a Viability Rating to PCBDE because the bank does not have a meaningful standalone franchise, and its operations rely strongly on integration within the broader group. PCBDE DEPOSIT RATINGS PCBDE's Deposit Ratings are aligned with the bank's IDRs. We have not given any Deposit Rating uplift because in Fitch's view, the bank's qualifying debt buffers would not afford any obvious additional benefit over and above the support benefit already factored into the bank's IDRs, even if they reach a sufficient size in future. RATING SENSITIVITIES IDRS AND SUPPORT RATINGS A change in Fitch's view of the support available to PCH, for example, due to the exit of one or more core shareholders, or a change in their support stance, could be negative for PCH's IDRs. However, the Stable Outlook reflects Fitch's view that the propensity and ability of PCH's owners to provide support are unlikely to change in the near to medium term. PCBDE's ratings are likely to move in tandem with those of PCH.

Changes in Fitch's perception of country risks in the five south-eastern European markets could result in changes to the subsidiary banks' IDRs. The Negative Outlook on PCBM reflects the greater risk of a downgrade, driven by the Negative Outlook on the sovereign. VRs Upside for PCH's VR could result from an improvement in the operating environments of the jurisdictions where the group has a presence. A marked deterioration in asset quality and capitalisation would be negative for the VR. The subsidiary banks' VRs could be downgraded in the event of a material worsening of their respective operating environments or if a sharp deterioration in asset quality puts pressure on profitability and capitalisation. Upside potential is currently limited for the VRs given the challenges of their local operating environments and in most cases limited franchises. Contact: Primary Analyst Artur Szeski Senior Director +48 22 338 6292 Fitch Polska S.A. Krolewska 16 00-103 Warsaw Secondary Analyst Jakub Kopiec, CFA Analyst +48 22 338 6702 Committee Chairperson James Watson Managing Director +7 495 956 6657 Media Relations: Peter Fitzpatrick, London, Tel: +44 20 3530 1103, Email: peter.fitzpatrick@fitchratings.com. Additional information is available on www.fitchratings.com Applicable Criteria Global Bank Rating Criteria (pub. 25 Nov 2016) https://www.fitchratings.com/site/re/891051 ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT HTTPS://WWW.FITCHRATINGS.COM/SITE/ REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE. Copyright 2017 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and

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