BANKING SEPTEMBER 8, 2016 BAWAG P.S.K. COMPANY PROFILE Vienna, Austria Company Overview Table of Contents: COMPANY OVERVIEW FINANCIAL HIGHLIGHTS (AS REPORTED) BUSINESS ACTIVITIES DISTRIBUTION CAPACITY AND MARKET SHARE OWNERSHIP AND STRUCTURE Ownership Structure Subsidiaries and Associates COMPANY MANAGEMENT COMPANY HISTORY PEER GROUP RELATED WEBSITES AND INFORMATION SOURCES MOODY’S RELATED RESEARCH 1 2 3 4 5 6 7 8 10 11 11 12 Analyst Contacts: FRANKFURT Bank für Arbeit und Wirtschaft und Oesterreichische Postsparkasse AG (BAWAG P.S.K.) operates as a universal bank in Austria. As of 31 December 2015, it held a 4.2% share among Austrian banking institutions, based on its total consolidated assets of €35.7 billion (30 June 2016: €34.7 billion). BAWAG P.S.K. offers a range of retail and corporate banking products, including deposit-taking facilities, loans and investment services. Moreover, it provides international business products, such as commercial real-estate financing, capital market solutions, and securities and asset management services. While the bank operates primarily in Austria, it also has a presence in core Western European markets. The bank was established in 2005 as a result of the merger of two Austrian banks, the trade union Bank für Arbeit und Wirtschaft (BAWAG) and the postal savings bank Oesterreichische Postsparkasse AG (P.S.K.). As of 31 December 2015, the bank’s largest shareholders were Cerberus Capital Management L.P. (Cerberus, 52.14% stake) and GoldenTree Asset Management L.P. (GoldenTree, 39.77%). +49.69.70730.700 Torsten-Alexander +49.69.70730.796 Thebes Associate Analyst torsten.thebes@moodys.com Bernhard Held, CFA +49.69.70730.973 Vice President - Senior Analyst bernhard.held@moodys.com Carola Schuler +49.69.70730.766 Managing Director - Banking carola.schuler@moodys.com 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]. Source: Company Reports, Moody’s Research, Österreichische Nationalbank (OeNB) 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 BAWAG P.S.K., please see the <issuer page on moodys.com.> EXHIBIT 1 Latest Full-Year Results (in € Million) 31-Dec-15 31-Dec-14 31-Dec-13 % Change 15/14 % Change 14/13 Total Assets 35,708 34,651 36,402 3.0 (4.8) Total Shareholders’ Equity 2,957 2,405 2,798 22.9 (14.0) Shareholders’ Equity excluding Minority Interest 2,956 2,405 2,403 22.9 0.1 Own Funds N/A 2,672 2,991 N/A (10.7) Common Equity Tier 1 Ratio (%) 12.9 12.1 9.4 80 bps 270 bps Net Income 418 334 231 25.2 44.8 Net Income Attributable to Equity Holders 418 333 229 25.5 45.4 Note: The financials for 2015, except for net income, reflect the consolidated results of BAWAG Holding GmbH, while those for 2014 and 2013 reflect the consolidated results of BAWAG P.S.K. group (see also Exhibit 7). Net income in 2015 was reported at the level of BAWAG P.S.K. group. Source: Company Reports EXHIBIT 2 Latest First-Half Results (in € Million) 30-June-16 30-June-15 Total Assets % Change 16/15 34,729 34,005 2.1 Total Shareholders’ Equity 3,226 2,791 15.6 Shareholders’ Equity excluding Minority Interest 3,224 2,791 15.5 Own Funds N/A N/A N/A Common Equity Tier 1 Ratio (%) 15.1 14.3 80 bps Net Income 284 209 36.0 Net Income Attributable to Equity Holders 284 209 35.9 Note: The financials reflect the consolidated results of BAWAG Holding GmbH, except for Net Income, which reflects the consolidated results of BAWAG P.S.K. group. Source: Company Report 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. 2 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Business Activities BAWAG P.S.K. offers a range of retail and corporate banking products and services. It operates through the following six key segments: BAWAG P.S.K. Retail; easygroup; DACH 1 Corporates and Public Sector; International Business; Treasury Services and Markets; and the Corporate Center. During the first half-year ended 30 June 2016 (H1 2016), the largest contributor to the bank’s net interest income was the BAWAG P.S.K. Retail segment. BAWAG P.S.K. Retail: This segment, which in H1 2016 accounted for 45.7% of the bank’s net interest income, provides private customers and small businesses with lending, investment, insurance, real estate leasing and social housing-related services. As of 30 June 2016, it reported total business volume of €9.3 billion. easygroup: This segment, which in H1 2016 accounted for 14.7% of the bank’s net interest income, provides private and small business customers, both domestically and internationally, with savings accounts, loans, bank and credit cards, payment processing, and automobile and mobile leasing services. As of 30 June 2016, this segment reported total consolidated assets of €3.2 billion. DACH Corporates and Public Sector: This segment, which in H1 2016 accounted for 10.9% of the bank’s net interest income, includes the bank’s corporate and public lending business, as well as other fee-driven financial services for domestic customers (i.e. including, but not limited to, cross-border activities). As of 30 June 2016, it reported total consolidated assets of €7.4 billion. International Business: This segment, which in H1 2016 accounted for 18.3% of the bank’s net interest income, offers lending activities to international corporates as well as international real estate financing activities outside the DACH region through transactions originated by the bank’s London office. As of 30 June 2016, this segment reported total consolidated assets of €5.0 billion. Treasury Services and Markets: This segment, which in H1 2016 accounted for 7.6% of the bank’s net interest income, conducts trading and investment activities for the bank’s customers, including assetliability management services. It also manages the bank’s liquidity, and the investment results of its portfolio of financial securities. As of 30 June 2016, this segment reported total consolidated assets of €6.3 billion. Corporate Center: This segment, which accounted for 2.8% of the bank’s net interest income in H1 2016, performs central administrative functions, including providing legal services, and managing risks and group asset-liabilities. It also comprises unallocated expenses related to group-wide support functions, such as risk management, regulatory reporting and hedging activities. It includes results from the bank’s subsidiaries and participatory holdings. As of 30 June 2016, this segment reported total consolidated assets of €3.4 billion. Source: Company Report 1 3 The DACH region comprises Germany, Austria and Switzerland SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING EXHIBIT 3 Business Segment (% of Net Interest Income, consolidated, for H1 2016) Corporate Center 2.8% Treasury Services and Markets 7.6% DACH Corporates and Public Sector 10.9% BAWAG P.S.K. Retail 45.7% easygroup 14.7% International Business 18.3% Source: Company Report (interim report June 2016, Pg: 45) EXHIBIT 4 Profit/Loss Before Tax by Business Segment (consolidated, in € Million) H1 June 2015 H1 June 2016 100 82.9 80 80.1 54.9 60 44.6 55.8 44.6 40 36.0 21.2 16.8 20 20.9 6.8 7.0 0 BAWAG P.S.K. Retail easygroup DACH Corporates and International Business Treasury Services and Public Sector Markets Corporate Center Source: Company Report (interim report June 2016, Pg: 45 and 46) Distribution Capacity and Market Share As of 31 December 2015, BAWAG P.S.K. operated through a centrally managed distribution network in Austria, comprising approximately 480 branches, which are operated in cooperation with Österreichische Post AG (Austrian Post). In October 2014, it opened a branch office in London. BAWAG P.S.K. also provides e-banking services and an online customer platform, as well as direct banking operations carried out through its wholly owned subsidiary easybank AG, in addition to its nationwide selfservice terminal network. 4 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Geographically, the bank’s loan portfolio was distributed as follows: EXHIBIT 5 BAWAG P.S.K. Loans (%) Geographical Segment 31-Dec-15 31-Dec-14 Western Europe 89 89 North America 8 6 Southern Europe 1 3 Central and Eastern Europe (CEE) 1 1 Others 1 1 100 100 Total Source: Company Report BAWAG P.S.K. operates a comprehensive retail banking franchise, with a market share of over 5.6% in terms of key deposit products in Austria, as of 31 December 2015. The bank’s market shares among Austrian banking institutions were as follows: EXHIBIT 6 Market Shares of BAWAG P.S.K. (% Share) 31-Mar-16 31-Dec-15 31-Dec-14 Total Loans 6.2 6.4 6.0 Total Assets 4.1 4.2 3.9 Note: “Total Loans” for the Austrian banking sector is calculated by adding “Loans to domestic non-banks” and “Loans to foreign non-banks” Source: Company Reports, Moody’s Research, OeNB Ownership and Structure As of 31 December 2015, BAWAG P.S.K. had 250 million shares outstanding. The share capital of BAWAG P.S.K. was primarily owned by Cerberus (52.14% stake) and GoldenTree (39.77%) through BAWAG Holding Gmbh, which is wholly owned by the Dutch financial holding company Promontoria Sacher Holding NV. The remaining shares were held by a variety of Austrian and non-Austrian minorities. Source: Company Report 5 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Ownership Structure EXHIBIT 7 Ownership Structure as of 31 December 2015 Source: Company Reports 6 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Subsidiaries and Associates As of 31 December 2015, the bank’s consolidated subsidiaries were as follows: EXHIBIT 8 BAWAG P.S.K. Subsidiary Location % Held BAWAG Malta Bank Limited 2 Sliema 100.00 BAWAG P.S.K. Wohnbaubank Aktiengesellschaft Vienna 100.00 easybank AG Vienna 100.00 BAWAG P.S.K. IMMOBILIEN GmbH Vienna 100.00 BPI Holding GmbH & Co KG. Vienna 100.00 R & B Leasinggesellschaft m.b.H. Vienna 100.00 RVG Realitätenverwertungsgesellschaft m.b.H. Vienna 100.00 Banks Real Estate Leasing 2 7 ACP IT-Finanzierungs GmbH Vienna 75.00 BAWAG P.S.K. IMMOBILIENLEASING GmbH Vienna 100.00 BAWAG P.S.K. Kommerzleasing GmbH Vienna 100.00 BAWAG P.S.K. LEASING GmbH & Co. MOBILIENLEASING KG. Vienna 100.00 BAWAG P.S.K. LEASING GmbH Vienna 100.00 BAWAG P.S.K. LEASING Holding GmbH Vienna 100.00 BAWAG P.S.K. MOBILIENLEASING GmbH Vienna 100.00 CVG Immobilien GmbH Vienna 100.00 HBV Holding und Beteiligungsverwaltung GmbH Vienna 100.00 KLB Baulandentwicklung GmbH Vienna 100.00 Leasing-west GmbH Kiefersfelden 100.00 M. Sittikus Str. 10 Errichtungs GmbH Vienna 100.00 P.S.K. IMMOBILIENLEASING GmbH Vienna 100.00 RF 17 BAWAG Immobilienleasing GmbH Vienna 100.00 RF fünfzehn BAWAG Mobilien-Leasing Gesellschaft m.b.H. Vienna 100.00 RF zwölf BAWAG Leasing Gesellschaft m.b.H. Vienna 100.00 START Immobilienleasing GmbH Vienna 100.00 VB Leasing Finanzierungsgesellschaft m.b.H. Vienna 100.00 VB Technologie Finanzierungs GmbH Vienna 100.00 Entity was sold and deconsolidated in January 2016. SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING EXHIBIT 8 BAWAG P.S.K. Subsidiary Location % Held BAWAG P.S.K. Versicherung Aktiengesellschaft Vienna 25.00 E2E Kreditmanagement GmbH Vienna 100.00 E2E Service Center Holding GmbH Vienna 100.00 E2E Transaktionsmanagement GmbH Vienna 100.00 PSA Payment Services Austria GmbH Vienna 20.82 P.S.K. Beteiligungsverwaltung GmbH Vienna 100.00 Other Non-Credit Institutions Source: Company Report Company Management 8 SEPTEMBER 8, 2016 Managing Board Current Title Responsibilities Byron Haynes Chairman of the Managing Board and Chief Executive Officer, Retail Banking and Small Business; Wiener Börse AG, Bausparkasse Wüstenrot AG, BAWAG P.S.K. Versicherung AG and CEESEG Aktiengesellschaft: Member of the Supervisory Board Corporate Office, Human Resources, Legal, Retail Sales, Marketing and Products, Digital Banking Corey Pinkston Member of the Managing Board and Head of Corporate Lending and Investments, and Treasury Services and Markets Austrian Corporate Business, International Business, Treasury Services and Markets, Operations Capital Markets Anas Abuzaakouk Member of the Managing Board and Chief Financial Officer Integration Management, Controlling and ALM, Accounting and Participations, Procurement, Real Estate and Facility Management Stefan Barth Member of the Managing Board and Chief Risk Officer Strategic Risk, Corporate and Institutional Risk, Retail Risk and Administration Sat Shah Member of the Managing Board and Chief Operating Officer Strategy and Communications, Operations, Quality Management, Information Technology Supervisory Board Affiliation Committees Franklin W. Hobbs Chairman of the Supervisory Board; Ally Financial, Inc.: Chairperson and Member of the Supervisory Board; Molson Coors Brewing Company: Member of the Supervisory Board Nomination Committee (C), Remuneration Committee (C), Committee for Management Board Matters (C), Related Parties Special Audit Committee (C) Keith Tietjen Deputy Chairman of the Supervisory Board Audit and Compliance Committee (C), Remuneration Committee, Committee for Management Board Matters, Related Parties Special Audit Committee Cees Maas Deputy Chairman of the Supervisory Board Audit and Compliance Committee, Risk and Credit Committee, Nomination Committee, Remuneration Committee, Committee for Management Board Matters, Related Parties Special Audit Committee Pieter Korteweg Deputy Chairman of the Supervisory Board; AirCap Holdings NV: Non-Executive Director and Chairperson Nomination Committee, Committee for Management Board Matters COMPANY PROFILE: BAWAG P.S.K. BANKING Supervisory Board Affiliation Committees Frederick S. Haddad Member of the Supervisory Board Audit and Compliance Committee, Risk and Credit Committee, Nomination Committee, Remuneration Committee, Committee for Management Board Matters, Related Parties Special Audit Committee Chad A. Leat Member of the Supervisory Board; Paceline Holdings and Norwegian Cruise Line Holdings Ltd.: Member of the Supervisory Board Risk and Credit Committee (C) Walter Oblin Member of the Supervisory Board Audit and Compliance Committee, Risk and Credit Committee André Weiss Member of the Supervisory Board N/A Ingrid Streibel-Zarfl Member of the Supervisory Board, Works Council delegate Audit and Compliance Committee, Risk and Credit Committee, Nomination Committee, Remuneration Committee, Related Parties Special Audit Committee Beatrix Pröll Member of the Supervisory Board, Works Council delegate Risk and Credit Committee, Nomination Committee, Remuneration Committee, Related Parties Special Audit Committee Konstantin Latsunas Member of the Supervisory Board, Works Council delegate Audit and Compliance Committee Verena Spitz Member of the Supervisory Board, Works Council delegate N/A Beate Schaffer State Commissioner N/A Markus Chmelik Deputy State Commissioner N/A Note: As of March 2016; (C) = Committee Chairman Source: Company Reports EXHIBIT 9 Corporate Governance Structure as of March 2016 Source: Company Report 9 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Company History BAWAG P.S.K. originated as BAWAG, which had been established in 1922 as a trade union bank, and P.S.K., which had been founded in 1883 as a government-owned postal savings bank. In 1995, Bayerische Landesbank acquired a 46.43% stake in BAWAG, which was sold in 2004 to the Association of Austrian Trade Unions (OeGB). In 2000, BAWAG (along with an investor consortium) acquired full ownership of P.S.K., which it merged and fully integrated into the new BAWAG P.S.K. in 2005. In 2006, the Republic of Austria granted a guarantee to restabilise the bank following a class action suit against it in the US. Later that year, the OeGB decided to sell its shares in BAWAG P.S.K. to a consortium managed by Cerberus, comprising Austrian Post, Generali Holding AG and Wuestenrot Verwaltungs- und Dienstleistungen GmbH, as well as a sub-consortium of several Austrian industrialists. In May 2007, the consortium completed its acquisition of BAWAG P.S.K. The injection of capital by the new owner replaced the guarantee granted in favour of the bank by the Republic of Austria. Over 2007–08, as part of a new strategy to streamline its operations, the bank sold some of its noncore businesses, including its subsidiaries in Slovakia and the Czech Republic, and several real estate assets. Furthermore, Sparda Bank AG was merged into the bank. In 2010, BAWAG P.S.K. started to put its subsidiaries in Ireland into liquidation. Consequently, it liquidated BAWAG International Finance Ltd. (Ireland) in 2010, Datchet Limited in April 2011, and Polestar Limited and Shrivenham Limited in 2012. Moreover, the bank has reduced the number of companies active in Liechtenstein (through mergers) and Jersey (through closings), and has terminated its operations in the UK. In 2010, it liquidated BAWAG P.S.K. Jersey Auto Finance Ltd., Auto Finance Jersey I Ltd. and Auto Finance Jersey II Ltd. During the fourth quarter of 2013, BAWAG P.S.K. merged with Österreichische Verkehrskreditbank AG (ÖVKB). Consequently, BAWAG P.S.K. took over the rail cargo operations and payment services of Austrian Railways, which had previously been handled by ÖVKB. In October 2014, BAWAG P.S.K. signed a definitive agreement to sell its asset management subsidiary, BAWAG P.S.K. INVEST, to the asset management company Amundi. As part of the agreement, the bank will continue to distribute its former subsidiary’s products. As of February 2015, BAWAG P.S.K. INVEST was a wholly owned subsidiary of Amundi. Since November 2014, BAWAG P.S.K., through its ultimate parent entity Promontoria Sacher Holding N.V., is listed as a “significant supervised entity” in the newly established single supervisory mechanism and is therefore primarily supervised by the European Central Bank (ECB). In August 2015, the bank signed the purchase for the domestic leasing operations of the Austrian cooperative Volksbanken sector (VB-Leasing), thereby turning BAWAG P.S.K. into the third-largest automotive lessor in Austria. In December 2015, BAWAG P.S.K. purchased a UK retail mortgage portfolio in the amount of GBP 1.8 billion. In January 2016, BAWAG P.S.K. sold its operations in Malta and in June 2016, the bank announced the acquisition of start:bausparkasse, an Austrian savings and loan association, as well as IMMO-Bank, an Austrian financing provider for real estate companies and social housing associations, both formerly institutions of the Austrian Volksbanken sector. Source: Company Reports, Moody’s Research 10 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Peer Group » Erste Bank » Raiffeisen Bank International » UniCredit Bank Austria » DNB Bank ASA » Danske Bank A/S » Swedbank AB » Commerzbank AG » Norddeutsche Landesbank GZ » Landesbank Hessen-Thüringen GZ Related Websites and Information Sources For additional information, please see: » the company’s website: www.bawagpsk.com » the central bank’s website: www.oenb.at » the national regulator’s website: www.fma.gv.at » the ECB’s regulatory website: www.bankingsupervision.europa.eu 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. 11 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. BANKING Moody’s Related Research Credit Opinion: » BAWAG P.S.K: Update Following Lowering of Macro Profile Issuer-specific Research: » BAWAG P.S.K.: Strong, Sustainable Profits Buck Trends in the Austrian Banking Sector, June 2016 (1028610) » BAWAG P.S.K.’s Improving Profitability and Capital Ratios Are Credit Positive, August 2015 (183600) Banking System Research: » Banking System Outlook: Austria, August 2016 (1035959) » Banking System Profile: Austria, August 2016 (191493) » Austrian banks will benefit from government plan to reduce bank levy, July 2016 (191008) » Austrian application of BRRD to wind down entity Heta sets precedent, March 2015 (1003540) 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. 12 SEPTEMBER 8, 2016 COMPANY PROFILE: BAWAG P.S.K. 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