DEPFA Bank Plc
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. 2 MAY 4, 2015 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 <DEPFA Bank Plc page on moodys.com>. 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 3 MAY 4, 2015 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: 4 MAY 4, 2015 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 5 MAY 4, 2015 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) 6 MAY 4, 2015 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 7 MAY 4, 2015 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 8 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. 9 MAY 4, 2015 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. 10 MAY 4, 2015 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. 11 MAY 4, 2015 COMPANY PROFILE: DEPFA BANK PLC BANKING Report Number: 180952 Authors Katharina Barten Maximilian Denkmann Editor Karen Wong Production Associate Gijo James © 2015 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATING AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY’S (“MOODY’S PUBLICATIONS”) MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE. MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s Publications. To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S. To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER. Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc., have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc., for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.” For Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail clients. It would be dangerous for “retail clients” to make any investment decision based on MOODY’S credit rating. If in doubt you should contact your financial or other professional adviser. For Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a whollyowned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively. MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements. 12 MAY 4, 2015 COMPANY PROFILE: DEPFA BANK PLC
© Copyright 2024