Rating Action: Moody's upgrades DVB Bank's debt to Aa3 from Baa1 and deposits to Aa1 from A2

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Rating Action: Moody's upgrades DVB Bank's debt to Aa3 from Baa1 and deposits to Aa1 from A2 Global Credit Research - 05 Oct 2017 DVB Bank's adjusted Baseline Credit Assessment upgraded to a2 from baa3 on stronger parent support Frankfurt am Main, October 05, 2017 -- Moody's Investors Service has today upgraded DVB Bank S.E.'s (DVB) long-term senior unsecured debt rating to Aa3 from Baa1, the long-term deposit ratings to Aa1 from A2, and the subordinated debt program rating to (P)A3 from (P)Ba1. Concurrently, Moody's affirmed the P-1 short-term deposit and (P)P-1 other short-term ratings. Moody's also upgraded DVB's long-term Counterparty Risk Assessment to Aa1(cr) from A2(cr) and affirmed the P-1(cr) short-term Counterparty Risk Assessment. While DVB's b3 Baseline Credit Assessment (BCA) was unaffected in today's rating action, Moody's upgraded DVB's adjusted BCA to a2 from baa3, which now includes 10 notches, instead of six previously, of rating uplift for affiliate support that is chiefly available from DVB's parent bank, DZ BANK AG Deutsche Zentral- Genossenschaftsbank (DZ BANK, deposits Aa1 stable, senior unsecured debt Aa3 positive, BCA baa2). The upgrades of DVB's adjusted BCA and therefore of the long-term ratings were prompted by DZ BANK's disclosure on 26 September 2017 that it plans to establish a formal control and profit-and-loss transfer agreement ("P&L transfer agreement") with DVB, which ensures DZ BANK's absorption of any losses of DVB in 2017 and over the next five years. This P&L transfer agreement remains subject to the formal approval of DZ BANK's stakeholders in an extraordinary shareholders meeting on 2 November 2017. The positive outlook on DVB's Aa3 long-term debt rating and the stable outlook on the Aa1 long-term deposit ratings were maintained, as these outlooks continue to mirror the rating outlooks on the debt and deposit ratings of DZ BANK. A list of affected ratings can be found at the end of this press release. RATINGS RATIONALE THE UPGRADE OF DVB's ADJUSTED BCA REFLECTS DZ BANK'S ADVANCED PREPARATIONS OF A CONTRACTUAL SUPPORT COMMITMENT The four-notch upgrade of the adjusted BCA to a2 reflects Moody's expectation that DZ BANK will proceed with its plan to establish a P&L transfer agreement with DVB which is to take retroactive effect as per 1 January 2017. This P&L transfer agreement will effectively ensure absorption of a large expected loss in 2017, after DVB reported a EUR506 million pre-tax loss for the six months to June 2017, and all subsequent losses that DVB may record until 31 December 2022. Following the total six-year duration of the P&L transfer agreement, it will be automatically extended for another year unless cancelled with six months' notice. Moody's said that it expects that the P&L transfer agreement will be approved by an extraordinary shareholders meeting of DZ BANK on 2 November 2017, and that it considers the risk of formal obstacles to execution of this agreement to be remote, including the risk of potential objections by DZ BANK's shareholders. The four-notch upgrade of DVB's adjusted BCA to a2 takes into account that, under the P&L transfer agreement, DVB will be effectively and predictably shielded from capital erosion in the medium-term. Moody's considers that by December 2022, DVB will most likely have recovered from the fallout of the extended shipping crisis that has been causing the specialised lender in international transport finance very large losses which the bank has not been able to fully absorb from its own financial resources since Q4 2016. In Moody's view, the forthcoming contractual commitment of DZ BANK under the P&L transfer agreement justifies DVB's adjusted BCA to be fully aligned with the a2 adjusted BCA of its parent bank. The adjusted BCA upgrade further reflects that DZ BANK obtained full ownership of DVB in August 2017, following the squeezeout of the 4.53% shares previously listed. This transaction has broadened DZ BANK's options for supporting its subsidiary.

Moody's raised the rating uplift for affiliate support to 10 notches from six notches previously. In addition to the strong parental support, this uplift recognises that, ultimately, DVB also enjoys very high support from the German cooperative banking sector's central association Bundesverband der Deutschen Volksbanken und Raiffeisenbanken (BVR). UPGRADE OF DVB'S LONG-TERM RATINGS MIRRORS THE UPGRADE OF DVB'S ADJUSTED BCA The upgrade of DVB's long-term senior unsecured debt and deposit ratings reflects the four-notch upgrade of DVB's adjusted BCA to a2. DVB's long-term ratings further incorporate the benefits from: (1) the result of Moody's Loss Given Failure (LGF) analysis applied at the DZ Group level, which takes into account the severity of loss faced by the different liability classes in resolution, providing three notches of uplift from the bank's adjusted BCA for the deposit ratings and one notch of uplift for the senior unsecured debt rating; and (2) a moderate probability of DVB receiving government support as a member of the systemically-relevant cooperative banking sector, resulting in one notch of rating uplift. WHAT COULD CHANGE RATING -- UP Upward pressure on DVB's long-term ratings could be exerted by an upgrade of DZ BANK's ratings. This could be prompted by 1) an upgrade of DZ BANK's adjusted BCA; or 2) higher volumes of senior unsecured debt and/or instruments subordinated to senior unsecured debt relative to total banking assets within DZ Group, which could lead to additional rating uplift from Moody's LGF analysis for senior debt instruments. The potential for a higher LGF result does not apply to DVB's deposit ratings because, with three notches of rating uplift from the adjusted BCA, the deposit ratings already benefit from the highest possible LGF result. WHAT COULD CHANGE RATING -- DOWN Negative pressure on the bank's debt and deposit ratings could arise: (1) from a downgrade of DZ BANK's a2 adjusted BCA, which could be prompted either by a BCA downgrade, or in the unlikely event that the cooperative sector's financial strength comes under pressure, or that the commitment of the sector to support its members shows signs of deterioration; (2) in the unlikely event that DZ BANK's plan to establish a P&L transfer agreement will not be implemented, or from any efforts of DZ BANK to divest its stake in DVB or otherwise de-link the subsidiary from its operations; and/or (3) in the unlikely event that DZ BANK displays a liability structure with a materially lower volume of senior debt relative to its total banking assets. LIST OF AFFECTED RATINGS Issuer: DVB Bank S.E...Upgrades:...Long-term Counterparty Risk Assessment, upgrade to Aa1(cr) from A2(cr)...Long-term Bank Deposits, upgraded to Aa1 Stable from A2 Stable...Senior Unsecured Regular Bond/Debenture, upgraded to Aa3 Positive from Baa1 Positive...Senior Unsecured Medium-Term Note Program, upgraded to (P)Aa3 from (P)Baa1...Subordinate Medium-Term Note Program, upgraded to (P)A3 from (P)Ba1...Adjusted Baseline Credit Assessment, upgraded to a2 from baa3..affirmations:...short-term Counterparty Risk Assessment, affirmed P-1(cr)...Short-term Bank Deposits, affirmed P-1...Other Short Term, affirmed (P)P-1..Outlook Action:...Outlook remains Stable(m)

PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in September 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology. REGULATORY DISCLOSURES For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com. For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity. Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review. Items color coded in purple in this Press Release relate to unsolicited ratings for a rated entity which is nonparticipating. Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating. Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Katharina Barten Senior Vice President Financial Institutions Group Moody's Deutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany Carola Schuler MD - Banking Financial Institutions Group Releasing Office: Moody's Deutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany

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