BANKING

MAY 4, 2015

DEPFA Bank Plc

COMPANY PROFILE

Dublin, Ireland

Company Overview

Table of Contents: COMPANY OVERVIEW FINANCIAL HIGHLIGHTS (AS REPORTED) PORTFOLIO STRUCTURE INTERNATIONAL PRESENCE AND PORTFOLIO COMPOSITION BY GEOGRAPHY OWNERSHIP AND STRUCTURE Subsidiaries COMPANY MANAGEMENT COMPANY HISTORY SUBSIDIARIES RATED BY MOODY’S RELATED WEBSITES AND INFORMATION SOURCES MOODY’S RELATED RESEARCH

Analyst Contacts: FRANKFURT

1 3 3 4 5 6 8 9 10

Dublin-based DEPFA Bank Plc (DEPFA) is a wholly owned subsidiary of the German state agency FMS Wertmanagement AöR (FMS-WM). 1 DEPFA’s main purpose is to manage and run down its public sector finance asset base, which primarily consists of the cover pools of its subsidiaries DEPFA ACS Bank (Dublin) and Hypo Pfandbrief Bank International S.A. (Luxembourg). As a result of conditions imposed by the European Commission (EC) as part of its approval of state aid, DEPFA is not allowed to write any new business. However, the bank is allowed to enter into transactions that support regulatory requirements, the reduction of risk, or as part of its liquidity management.

On 19 December 2014, DEPFA’s ownership was transferred to FMS-WM, which is directly owned by the German government through Sonderfonds Finanzmarktstabilisierung (SoFFin), the state agency responsible for supporting the German banking system. Prior to that date, the entire ordinary share capital of DEPFA was held by Hypo Real Estate Holding AG (HRE Holding), the parent company of the Hypo Real Estate Group (HRE Group). During the global financial crisis, HRE Group received state aid of almost €10 billion in capital and €124 billion in +49.69.70730.700 liquidity guarantees, in multiple stages over 2008–10, and was nationalised in 2009. 10 11

Katharina Barten +49.69.70730.765 Vice President – Senior Credit Officer [email protected]

Following the 2008 collapse of Lehman Brothers, DEPFA faltered due to liquidity shortfalls, as the bank had financed long-term assets with short-term funding. Most of the €124 billion in government guarantees granted to HRE Group was required to finance DEPFA’s funding Carola Schuler +49.69.70730.766 mismatch. By 30 September 2010, the funding mismatch was resolved through the offloading Managing Director – Banking [email protected] of major parts of DEPFA's assets.

This report, exclusively provided to you by Moody’s, presents a convenient summary of as reported, publicly available information. The information is not adjusted for Moody’s analytic purposes. For Moody’s Ratings, Opinion and Analytics on this company, please [Click here]. To access the latest Moody's Credit Opinion on this company, please [Click here].

1

FMS-WM is an organisation recognised as a legally and economically independent public-law wind-down entity. It is governed by the Financial Markets Stabilisation Authority (FMSA) and the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).

BANKING

DEPFA’s asset disposal altered its funding profile, which had relied extensively on SoFFin-guaranteed bonds (€124 billion for HRE Group). Furthermore, the disposal reduced DEPFA's operating balance sheet by more than 50%, to €117 billion from €250 billion, as of 1 October 2010. The main driver of this reduction was a €132 billion asset transfer of longer-dated loans and bonds to FMS-WM. At the same time, all SoFFinguaranteed bonds were transferred to FMS-WM. At that point, DEPFA's total balance sheet amounted to €218 billion, accounting for substantial counter-effects due to pass-through funding for FMS-WM and backto-back derivatives. As of 31 December 2014, the bank had reduced its total balance sheet to €49 billion from €74 billion in 2012, largely due to a decrease in FMS-WM related counter-effects and a decline in core assets. Consequently, its risk-weighted assets (RWAs) decreased to €5.4 billion as of 31 December 2014, from €49.5 billion in September 2010. As part of its ruling regarding state aid, the EC required HRE Group to repay €1.59 billion of equity in order to avoid distortion of competition. The Financial Markets Stabilisation Authority (FMSA), as the bank’s owner on behalf of the German government, decided that this amount would need to be borne by DEPFA. The last tranche was repaid in March 2012. As of 31 December 2014, the bank’s tier 1 capital amounted to €1.5 billion, while its tier 1 ratio was 27.2%. Regarding the approval of the use of state aid to support HRE Group, the EC had set the condition that HRE Holding attempt to divest DEPFA by 2014. HRE Group launched a public tender offer for DEPFA in August 2013, with the intention of selling the entire DEPFA Group by year-end 2014. However, on 13 May 2014, the FMSA, together with DEPFA’s parent HRE Holding, announced the decision to prepare the transfer of the ownership of DEPFA Group to FMS-WM and its full unwinding. This decision effectively aborted the government’s previous efforts to divest and privatise DEPFA Group. On 19 December 2014, the entire ordinary share capital of DEPFA was acquired by FMS-WM. Source: Company reports, Moody’s research, Central Bank of Ireland

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 www.moodys.com for the most updated credit rating action information and rating history.

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Financial Highlights (as Reported) Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s analytic purposes. For Moody’s generated ratios on DEPFA Bank Plc, please see . EXHIBIT 1

Latest Full-Year Results DEPFA Bank Plc (in € Million)

31-DEC-14

31-DEC-13

31-DEC-12

% CHANGE 14/13

% CHANGE 13/12

Total Assets

48,523

50,043

74,214

(3.04)

(32.57)

1,974

2,118

2,116

(6.80)

0.09

–

–

–

–

–

Total Regulatory Capital

2,307

2,730

2,821

(15.49)

N/M

Tier 1 Ratio (%)

27.22

35.40

37.60

(818) bps

N/M

Net Income

(155)

36

59

N/M

(38.98)

–

–

–

–

–

Total Shareholders' Equity Shareholders' Equity excluding Minority Interest

Net Income Attributable to Equity Holders Notes: 1) Consolidated figures are considered

2) “Shareholders' Equity excluding Minority Interest” and “Net Income Attributable to Equity Holders” are not applicable to the bank 3) “Total Regulatory Capital” and “Tier 1 Ratio” for Dec 2014 and Dec 2013 are in accordance with the transitional Basel III framework, while those for Dec 2012 are in accordance with the Basel II framework 4) “Total Assets” and “Total Shareholders’ Equity” for 31 Dec 2012 are restated as of 1 Jan 2013 5) “Total Regulatory Capital” and “Tier 1 Ratio” for 31 Dec 2013 are pro-forma as of 1 Jan 2014 Source: Company Reports (annual report Dec 2014 and Dec 2013), Moody’s research

Portfolio Structure Under the requirements of the EU’s approval for state aid, DEPFA Group’s business is restricted to running down its asset pool in a value-preserving manner. As a condition of the EU approval, DEPFA is prohibited from underwriting new business. The bank is allowed to underwrite business only to the extent that it is necessary for regulatory purposes or for reducing risk, or as part of its liquidity management. In January 2012, DEPFA changed its segment reporting, and currently operates through the following three segments: DEPFA ACS Bank; Hypo Pfandbrief Bank International S.A.; and DEPFA Bank Plc (and Other). For the financial year ended 31 December 2014 (2014), the largest contributor to the bank’s total operating revenue was the DEPFA ACS Bank segment. DEPFA ACS Bank: This segment includes the assets and liabilities in the DEPFA ACS Bank cover pool, as well as other ancillary business in that entity. As of 31 December 2014, this segment reported total consolidated assets of €30.7 billion. Hypo Pfandbrief Bank International S.A.: This segment includes the assets and liabilities in the Hypo Pfandbrief Bank International S.A. cover pool, as well as other ancillary business in that entity. As of 31 December 2014, this segment reported total consolidated assets of €3.3 billion. DEPFA Bank Plc and Other: This segment incorporates all other businesses of the DEPFA Group. As of 31 December 2014, it reported total consolidated assets of €14.5 billion. Source: Company Reports (annual report Dec 2014 and Dec 2013), Company data

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

EXHIBIT 2

Business Segment (% of Total Assets, consolidated, as of 31 December 2014) Hypo Pfandbrief Bank International SA 6.8%

DEPFA Bank Plc and Other 29.8% DEPFA ACS Bank 63.4%

Source: Company Report (annual report Dec 2014, Pg: 112)

EXHIBIT 3

Pre-Tax Profit/(Loss) by Business Segment (consolidated, in € Million) 2012 100

2013 71

2014 87

50

21

0 (18)

(50)

(12)

(14)

(24)

(100)

(95)

(150) (153) (200) DEPFA ACS Bank

Hypo Pfandbrief Bank International SA

DEPFA Bank Plc and Other

Source: Company Reports (annual report Dec 2014, Pg: 112 and Dec 2013, Pg: 115)

International Presence and Portfolio Composition by Geography Headquartered in Dublin, DEPFA maintains branches in London (UK), New York (US) and Tokyo (Japan). A branch in Rome (Italy) was closed on 20 March 2015. As of 31 December 2014, the geographical distribution of the bank’s portfolio in terms of exposure at default (EaD) was as follows:

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

EXHIBIT 4

DEPFA Bank Plc EAD (IN € BILLION) GEOGRAPHICAL REGION

31-DEC-14

31-DEC-13

Germany

8.0

9.0

US

6.5

6.9

Spain

2.7

3.0

France

1.3

2.0

Italy

0.6

2.0

Ireland

0.5

1.2

Rest of the World

10.8

11.6

Total

30.4

35.7

Source: Company Report (annual report Dec 2014)

Ownership and Structure In October 2007, the entire ordinary share capital of DEPFA was acquired by HRE Holding, the parent company of the HRE Group. In October 2009, due to the economic crisis, HRE Holding was recapitalised by the German government and, as a result, became a wholly owned subsidiary of SoFFin. On 13 May 2014, the German government announced the intention to transfer the ownership of DEPFA Group to FMS-WM. Subsequently, on 19 December 2014, the entire ordinary share capital of DEPFA was acquired by FMS-WM. DEPFA Group and its Irish entities – DEPFA Bank Plc, DEPFA ACS Bank and Hypo Public Finance Bank – are regulated by the Central Bank of Ireland. DEPFA's Luxembourg subsidiary, Hypo Pfandbrief Bank International SA, is regulated by the Commission de Surveillance du Secteur Financier. Source: Company Reports (annual report Dec 2014 and Dec 2013), Moody’s research

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Subsidiaries As of 31 December 2014, DEPFA’s subsidiaries were as follows: EXHIBIT 5

DEPFA Bank Plc SUBSIDIARY

COUNTRY OF INCORPORATION

DEPFA ACS Bank

Ireland

Issuance and ongoing administration of assetcovered securities

100

DEPFA Ireland Holding Ltd

Ireland

Holding company

100

DEPFA Funding II LP

UK

Special purpose vehicle for Tier 1 capital raising

100

DEPFA Funding III LP

UK

Special purpose vehicle for Tier 1 capital raising

100

DEPFA Funding IV LP

UK

Special purpose vehicle for Tier 1 capital raising

100

DEPFA Hold One Ltd

Ireland

Holding company

100

DEPFA Hold Two Ltd

Ireland

Holding company

100

DEPFA Hold Six

Ireland

Holding company

100

DEPFA Finance NV

Netherlands

Funding vehicle

100

DBE Property Holdings Ltd

Ireland

Procurement of office equipment

100

Hypo Public Finance Bank

Ireland

Public finance banking and capital markets activities

100

Hypo Dublin Properties Ltd

Ireland

Property management services

100

Hypo Pfandbrief Bank International S.A.

Luxembourg

Public finance banking

100

PRINCIPAL ACTIVITY

% HELD

Source: Company Report (annual report Dec 2014)

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

EXHIBIT 6

Group Structure Federal Republic of Germany SoFFin

100%

FMS Wertmanagement AöR (Munich) 100%

DEPFA Bank Plc1 (Dublin) All 100%

Hypo Pfandbrief Bank International S.A. (Luxembourg)

DEPFA ACS Bank (Dublin)

Hypo Public Finance Bank (Dublin)

Note (1): Including Branches Source: Company data

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Company Management Board of Directors

Affiliation

Committees

Fiona Flannery

DEPFA: Member of the Board of Directors and Chief Executive Officer

Board Risk Committee

Holger Horn

DEPFA: Member of the Board of Directors and Chief Risk Officer

Board Risk Committee

Noel Reynolds

DEPFA: Member of the Board of Directors, and Chief Financial and Board Risk Committee Operating Officer

Peter Schad

DEPFA: Member of the Board of Directors and Chief Legal Officer

N/A

DEPFA: Chairman of the Board of Directors

Board Risk Committee (C)

Executive Members

Non-Executive Members Pat Ryan

Ernst-Albrecht Brockhaus DEPFA: Member of the Board of Directors

Board Risk Committee

Frank Hellwig

DEPFA: Member of the Board of Directors

N/A

Adrian J Kearns

DEPFA: Member of the Board of Directors

Audit Committee (C), Board Risk Committee

Christoph Mueller

DEPFA: Member of the Board of Directors

Audit Committee, Board Risk Committee

Christopher Pleister

DEPFA: Member of the Board of Directors

Audit Committee, Board Risk Committee

As of 23 Apr 2015 (C) = Chairman Source: Company Report (annual report 2014), Company data

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MAY 4, 2015

COMPANY PROFILE: DEPFA BANK PLC

BANKING

Company History DEPFA Deutsche Pfandbrief- und Hypothekenbank was established in May 1922. In 2001, to optimise business conditions, shareholders accepted management and supervisory board proposals to separate the company into two entities, creating the public finance bank DEPFA Group and the real estate bank Aareal Bank. When the split was completed in June 2002, DEPFA became the operating bank holding company of the DEPFA Group. In response to increasing competitive pressures and legal and regulatory constraints, DEPFA was established as a Dublin-based bank. In September 2007, DEPFA completed its acquisition of the municipal securities business of US-based First Albany Capital Inc., and established DEPFA First Albany Securities LLC, a licensed broker-dealer in the US municipal capital market, to increase its franchise in bond origination and cross-selling of infrastructure finance products, derivatives and advisory services in the US. However, in March 2009, the bank sold its 100% stake in DEPFA First Albany Securities LLC to Jefferies and Company Inc. In October 2007, DEPFA became a wholly owned subsidiary of HRE Holding, the parent company of HRE Group. When HRE Group was reorganised, DEPFA sold its wholly owned subsidiary, DEPFA Deutsche Pfandbriefbank AG, to another business operation owned by the HRE Group, for a total of €1.2 billion. It also acquired a 99.99% stake in Hypo Public Finance Bank (HPFB) from HRE Holding for €700 million. Both transactions were completed in December 2007. In March 2008, a major share of the HPFB business merged with DEPFA. As part of the reorganisation and streamlining of HRE Group, in November 2008, Germany-based Hypo Real Estate Bank AG (a subsidiary of HRE Holding) merged with Germany-based Hypo Real Estate Bank International AG to form Hypo Real Estate Bank AG (HREB). In June 2009, DEPFA Deutsche Pfandbriefbank AG merged with HREB to create Deutsche Pfandbriefbank AG (pbb). Over 2008–10, as a result of the economic crisis, HRE Holding had to be recapitalised by the German government in multiple stages, and became a wholly owned subsidiary of SoFFin. In January 2010, to stabilise its financial position, HRE Holding applied to the FMSA for the establishment of a deconsolidated environment that would allow for a bad-bank scheme. The deconsolidation would then allow the bank to transfer several operations, assets and liabilities to FMS-WM, in order to reduce assets while avoiding undue pressure on existing value. After the application was approved in October 2010, HRE Group transferred assets worth €173 billion to FMS-WM, mainly comprising non-strategic operations from the public sector portfolio as well as the real estate finance portfolio, particularly of DEPFA and pbb. The stabilisation measures taken by the HRE Group on behalf of the Federal Republic of Germany (through SoFFin) were subject to ongoing aid proceedings at the EC. On 18 July 2011, the EC approved state aid for the HRE Group, while requiring the group to transfer to FMS-WM €1.59 billion in capital (to be fully contributed by DEPFA eventually). As of Q1 2012, the capital payback had been completed. The EC had also set a deadline for HRE to attempt to divest DEPFA by year-end 2014. In the meantime, DEPFA Group was active as a subservice provider to FMS-WM. Asset servicing for FMS-WM was discontinued in September 2013 and transferred to FMS Wertmanagement Service GmbH, an independent servicing company established by FMS-WM. On 26 August 2013, a public tender offer for DEPFA was launched by HRE Holding, with the intention of selling the entire DEPFA Group by year-end 2014. On 13 May 2014, the FMSA, together with DEPFA’s parent HRE Holding, announced the decision to prepare the transfer of the ownership of DEPFA group to FMS-WM and its full unwinding.

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Subsequently, on 19 December 2014, FMS-WM acquired the entire ordinary share capital of DEPFA, which became a wholly owned subsidiary. Source: Company Reports, Company data, Moody’s research

Subsidiaries Rated by Moody’s »

Hypo Public Finance Bank

»

DEPFA ACS Bank

Related Websites and Information Sources For additional information, please see: »

the company's website: http://www.depfa.com/

»

the website of the German government agency owning the bank: http://www.fmsa.de

»

the Irish regulator’s website: www.financialregulator.ie

»

the German regulator’s website: www.bafin.de

»

the Irish central bank’s website: www.centralbank.ie

»

the German central bank’s website: www.bundesbank.de

MOODY’S has provided links or references to third party World Wide Websites or URLs ("Links or References") solely for your convenience in locating related information and services. The websites reached through these Links or References have not necessarily been reviewed by MOODY’S, and are maintained by a third party over which MOODY’S exercises no control. Accordingly, MOODY’S expressly disclaims any responsibility or liability for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on any third party web site accessed via a Link or Reference. Moreover, a Link or Reference does not imply an endorsement of any third party, any website, or the products or services provided by any third party.

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Moody’s Related Research Credit Opinion: »

DEPFA Bank Plc

Credit Focus: »

Decision to unwind DEPFA Group is credit-positive for senior bond holders, but risks for subordinated and hybrid investors are high, May 2014 (170811)

To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of this report and that more recent reports may be available. All research may not be available to all clients.

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COMPANY PROFILE: DEPFA BANK PLC

BANKING

Report Number: 180952 Authors Katharina Barten Maximilian Denkmann

Editor Karen Wong

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COMPANY PROFILE: DEPFA BANK PLC