12
FINANCIAL INSTITUTIONS CREDIT OPINION 11 January 2018 Update RATINGS UniCredit Bank AG Domicile Germany Long Term Debt Baa2 Type Senior Unsecured - Fgn Curr Outlook Negative Long Term Deposit A2 Type LT Bank Deposits - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Bernhard Held, CFA +49.69.7073.0973 VP-Senior Analyst [email protected] Alexander Hendricks, CFA +49.69.7073.0779 Associate Managing Director [email protected] Carola Schuler +49.69.7073.0766 MD-Banking [email protected] CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 UniCredit Bank AG Update following debt rating affirmation at Baa2 Summary On 12 December 2017, we affirmed the Baa2 senior unsecured debt rating of UniCredit Bank AG (UCB) and changed the outlook on this rating to negative from stable previously. The rating action did not affect UCB's A2/P-1 deposit ratings, the A2 senior senior unsecured debt ratigns, the baa2 Baseline Credit Assessment (BCA) and adjusted BCA, nor the bank's A1(cr)/ P-1(cr) Counterparty Risk Assessments (CR Assessment). UCB's ratings reflect (1) its baa2 BCA; (2) the results of our LGF analysis, which provides two notches of rating uplift from the baa2 adjusted BCA for the deposit ratings and results in a negative notch that we deduct from the adjusted BCA for the senior unsecured debt ratings; and 3) a moderate probability of government support, yielding one notch rating uplift. UCB's baa2 BCA reflects the bank's solid financial profile, in particular strong capitalisation which remains solid even after a €3 billion special dividend transferred to its parent company earlier in 2017. The baa2 BCA is currently not capped by the weaker credit strength of UCB's Italian parent bank, UniCredit S.p.A. (Baa1 positive/Baa1 positive, ba1 1 ), as we currently allow UCB's BCA to be a maximum of two notches above UniCredit S.p.A.'s BCA. Accordingly, UCB's ratings were unaffected by the change in outlook to positive from stable on UniCredit S.p.A. ratings on 8 January 2018. The positive BCA gap is supported by UCB having implemented sufficient restrictions on intergroup exposures which, relative to its capital, appear manageable even in case of stress elsewhere in UniCredit Group. Exhibit 1 Scorecard Ratios of UniCredit Bank AG 4.3% 22.4% 0.3% 42.2% 42.8% 0% 10% 20% 30% 40% 50% 0% 5% 10% 15% 20% 25% Asset Risk: Problem Loans/ Gross Loans Capital: Tangible Common Equity/Risk-Weighted Assets Profitability: Net Income/ Tangible Assets Funding Structure: Market Funds/ Tangible Banking Assets Liquid Resources: Liquid Banking Assets/Tangible Banking Assets Solvency Factors (LHS) Liquidity Factors (RHS) UniCredit Bank AG (BCA: baa2) Median baa2-rated banks Solvency Factors Liquidity Factors Source: Moody's Investors Service

Exhibit 1 UniCredit Bank AG - HypoVereinsbank / … INSTITUTIONS CREDIT OPINION 11 January 2018 Update RATINGS UniCredit Bank AG Domicile Germany Long Term Debt Baa2 Type Senior Unsecured

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Page 1: Exhibit 1 UniCredit Bank AG - HypoVereinsbank / … INSTITUTIONS CREDIT OPINION 11 January 2018 Update RATINGS UniCredit Bank AG Domicile Germany Long Term Debt Baa2 Type Senior Unsecured

FINANCIAL INSTITUTIONS

CREDIT OPINION11 January 2018

Update

RATINGS

UniCredit Bank AGDomicile Germany

Long Term Debt Baa2

Type Senior Unsecured - FgnCurr

Outlook Negative

Long Term Deposit A2

Type LT Bank Deposits - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Bernhard Held, CFA +49.69.7073.0973VP-Senior [email protected]

Alexander Hendricks,CFA

+49.69.7073.0779

Associate [email protected]

Carola Schuler [email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

UniCredit Bank AGUpdate following debt rating affirmation at Baa2

SummaryOn 12 December 2017, we affirmed the Baa2 senior unsecured debt rating of UniCredit BankAG (UCB) and changed the outlook on this rating to negative from stable previously. Therating action did not affect UCB's A2/P-1 deposit ratings, the A2 senior senior unsecured debtratigns, the baa2 Baseline Credit Assessment (BCA) and adjusted BCA, nor the bank's A1(cr)/P-1(cr) Counterparty Risk Assessments (CR Assessment).

UCB's ratings reflect (1) its baa2 BCA; (2) the results of our LGF analysis, which provides twonotches of rating uplift from the baa2 adjusted BCA for the deposit ratings and results in anegative notch that we deduct from the adjusted BCA for the senior unsecured debt ratings;and 3) a moderate probability of government support, yielding one notch rating uplift.

UCB's baa2 BCA reflects the bank's solid financial profile, in particular strong capitalisationwhich remains solid even after a €3 billion special dividend transferred to its parent companyearlier in 2017. The baa2 BCA is currently not capped by the weaker credit strength ofUCB's Italian parent bank, UniCredit S.p.A. (Baa1 positive/Baa1 positive, ba11), as wecurrently allow UCB's BCA to be a maximum of two notches above UniCredit S.p.A.'s BCA.Accordingly, UCB's ratings were unaffected by the change in outlook to positive from stableon UniCredit S.p.A. ratings on 8 January 2018. The positive BCA gap is supported by UCBhaving implemented sufficient restrictions on intergroup exposures which, relative to itscapital, appear manageable even in case of stress elsewhere in UniCredit Group.

Exhibit 1

Scorecard Ratios of UniCredit Bank AG

4.3%

22.4%

0.3%

42.2% 42.8%

0%

10%

20%

30%

40%

50%

0%

5%

10%

15%

20%

25%

Asset Risk:Problem Loans/

Gross Loans

Capital:Tangible Common

Equity/Risk-WeightedAssets

Profitability:Net Income/

Tangible Assets

Funding Structure:Market Funds/

Tangible BankingAssets

Liquid Resources:Liquid Banking

Assets/TangibleBanking Assets

Solvency Factors (LHS) Liquidity Factors (RHS)

UniCredit Bank AG (BCA: baa2) Median baa2-rated banks

So

lve

ncy F

acto

rs

Liq

uid

ity F

acto

rs

Source: Moody's Investors Service

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Credit strengths

» Sound fundamentals, in particular in the areas of capitalisation and liquidity

» Non-performing loans have been decreasing but market risks are substantial

Credit challenges

» Interconnectedness with UniCredit Group constrains UCB's ratings, although exposure limits imply a level of protection

» UCB's Capital Markets business creates volatility of profits

» UCB has only modest volumes of subordinated instruments and senior unsecured debt outstanding, which implies a high loss-given-failure for holders of non-structured senior unsecured debt

Outlook

» The stable outlook on UCB’s senior senior unsecured debt and deposit ratings reflects a combination of the stable outlook on theratings of its Italian parent bank and Moody’s view that UCB will show a stable performance of key solvency and funding metricsduring 2017-18.

» On 12 December, we changed the outlook for UCB's senior unsecured debt rating to negative from stable, reflecting our view that,once pending BRRD amendments are transposed into German law, unsecured bonds that meet the definition of article 46f of theGerman banking act (§46f KWG) could rank pari passu with future junior senior bonds. This may call into question the moderateprobability of government support we currently consider warranted for senior unsecured debt instruments.

Factors that could lead to an upgrade

» An upgrade of UCB's ratings could be prompted by a higher BCA and/or a more favourable result of our LGF analysis.

» Upward pressure on UCB's baa2 BCA remains subject to an improvement of UniCredit S.p.A.'s ba1 BCA. Following a potentialupgrade of its parent's BCA, upward pressure on UCB's BCA could be exerted by (1) changes in the bank's earnings profile, that is,with larger earnings contributions from less volatile businesses; and (2) sustained improvements in asset-risk indicators.

Factors that could lead to a downgrade

» A downgrade of UCB's ratings could be triggered by (1) a downgrade of the bank's BCA; (2) a reduction in rating uplift as a result ofour LGF analysis; and/or (3) a reduction in our government support assumptions. A potential reduction in rating uplift from our LGFanalysis only applies to UCB's deposit and senior senior unsecured ratings, as the senior unsecured debt rating already includes theweakest possible LGF result.

» UCB's BCA could be downgraded (1) if the bank's financial fundamentals deteriorate materially, although there is some leeway atthe baa2 BCA level; (2) as a result of a downgrade of UniCredit S.p.A.'s ba1 BCA; or (3) if any new regulation seeks to weaken or evendisallow the ring-fencing of systemically relevant cross-border subsidiaries in the EU.

» As indicated by the negative rating outlook, we may lower UCB's Baa2 long-term senior debt rating by one notch if Germanlegislative changes rank outstanding senior unsecured debt instruments pari-passu with future issuance of junior senior debt. In thatcase we will consider removing the government support for outstanding plain-vanilla debt instruments. For additional information,please refer to Moody's affirms 22 German banks' senior unsecured debt ratings; changes 16 outlooks to negative and FAQ on creditimpact of changes to EU insolvency hierarchy on German bank debt.

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

2 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Key indicators

Exhibit 2

UniCredit Bank AG (Consolidated Financials) [1]6-172 12-162 12-152 12-142 12-133 CAGR/Avg.4

Total Assets (EUR billion) 265 265 258 245 245 2.25

Total Assets (USD billion) 302 279 280 296 338 -3.25

Tangible Common Equity (EUR billion) 18 17 20 20 20 -3.85

Tangible Common Equity (USD billion) 20 18 22 24 28 -8.95

Problem Loans / Gross Loans (%) 3.3 3.8 4.6 5.6 5.7 4.66

Tangible Common Equity / Risk Weighted Assets (%) 22.4 20.5 25.8 23.3 23.7 23.07

Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) 20.3 24.2 23.7 27.5 27.3 24.66

Net Interest Margin (%) 1.0 1.0 1.1 1.1 1.0 1.06

PPI / Average RWA (%) 2.7 1.9 1.4 1.4 2.2 1.87

Net Income / Tangible Assets (%) 0.5 0.1 0.3 0.4 0.4 0.36

Cost / Income Ratio (%) 63.0 70.8 76.9 75.5 63.6 70.06

Market Funds / Tangible Banking Assets (%) 43.7 42.2 44.3 43.7 39.8 42.76

Liquid Banking Assets / Tangible Banking Assets (%) 43.7 42.8 44.9 41.7 44.3 43.56

Gross Loans / Due to Customers (%) 106.8 105.8 107.8 111.6 104.6 107.36

[1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; IFRS [3] Basel II; IFRS [4] May include rounding differences dueto scale of reported amounts [5] Compound Annual Growth Rate (%) based on time period presented for the latest accounting regime [6] Simple average of periods presented for the latestaccounting regime. [7] Simple average of Basel III periods presentedSource: Moody's Financial Metrics

ProfileWith a total balance sheet size of €294.6 billion, as of June 2017, UCB is Germany's fifth-largest banking group by assets. It has been amember of the UniCredit Group since 2008 and pursues a universal banking model.

UCB's strategy is increasingly aligned with that of UniCredit SpA and operates as the Corporate and Investment Banking (CIB) hub forthe group. In line with UniCredit SpA's group-wide restructuring plan “Transform 2019”, UCB is undergoing a strategic and operationalstreamlining that focuses on enhancing efficiency and overall returns, and reducing risks as well as the complexity of its CIB operations.

Detailed credit considerationsInterconnectedness with UniCredit Group constrains UCB's ratingsUCB's BCA remains constrained by its strategic, financial and business-related operational interconnectedness with its parent bank. Itsposition as the group's centre for corporate and investment banking (CIB) activities implies correlation in the areas of reputation andinvestor confidence, which is a material constraining factor. That said, UCB tightly manages the collateral of its derivatives positionsand has reduced unsecured intra-group exposures to a level considerably below the exposure allowed by the German banking act,which permits up to 100% of capital. We understand that the bank's internal limits for secured and unsecured intra-group exposuresare also materially below this threshold. Balancing these factors, we currently allow UCB's BCA to be a maximum of two notches aboveUniCredit S.p.A.'s BCA.

UniCredit S.p.A. which completed a €13 billion capital increase in March 2017, had announced in December 2016 that it will undertakea cleanup with respect to Italian non-performing loans (NPLs) and kick-start an ambitious group wide efficiency and modernisationprogram, to be implemented by 2019. This will benefit UCB in two ways: First, the targeted NPL reduction will reduce risks elsewherein UniCredit Group. Second, if the targets which also stipulate ambitious key performance indicators for UCB are met, the program willenhance the German bank's performance.

In this context, we note that UniCredit S.p.A. and UCB have agreed with their respective national regulators that UCB's CET1 ratio mustnot fall below 13%. If UCB raises its direct exposures (or exposure limits) to group members, or if UniCredit S.p.A. were to withdrawadditional capital resources from UCB, we would review the BCA.

3 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Very strong regulatory capitalisationUCB is strongly capitalised. It reported a very solid Common Equity Tier 1 (CET1) ratio of 21.2% under the Capital RequirementsRegulation and Directive (CRR/CRD IV) as of June 2017. A €3 billion special dividend that UCB paid UniCredit S.p.A. in Q1 2017 hadreduced this ratio from 25.1% as of June 2016. However UCB's capitalisation remains well above the peer group average and is a keyfactor supporting for the baa2 BCA. UCB's transitional regulatory Tier 1 leverage ratio of 5.3% as of June 2017 also compares favourablywith its direct German peers.

We assign a Capital score of aa2 which leaves room for rising RWA's in the context of UCB's ambitious growth plans in its core lendingbusinesses.

Asset quality has improved, but ship finance exposure requires higher provisioningWe expect UCB's improved asset risk profile to undergo a mild deterioration during 2018, albeit from sound levels. UCB's non-performing loans continued their reducing trend in the first half of 2017. In 2016, net risk charges tripled to €341 million, markinga reversal of the positive trend since 2012. The amount was also the highest charge since 2012. The higher risk provisions mostlyreflected write-downs on loans in the bank's €4.8 billion ship finance book, as of year-end 2016. In the first six months of 2017, UCBreported risk charges of €192 million. We expect the trend of high provisions to continue for the remainder of 2017. UCB's ship financeportfolio, which displays a high risk content and may further deteriorate given the challenging conditions in the sector, stood at asubstantial €4.1 billion as of June 2017.

UCB's substantial charges for legal risks of recent years (€193 million in 2016, after €194 million in 2015) will probably trenddownwards at year-end 2017, because pre-2008 litigation cases related to alleged mis-selling have largely been concluded.

As of June 2017, the bank's total problem loans stood at around €4.1 billion, after €4.7 billion as of year-end 2016. The decrease mostlyreflects the benign credit conditions in Germany, but also impaired asset sales. This translates into an improved problem loan ratio of3.3%, after 3.8% as of year-end 2016. UCB's disclosed risk density, that is, the expected loss relative to exposure, also trended lowerduring the first half of 2017.

UCB maintains high concentration risks in its loan book and securities investment portfolio, which exposes the bank to the risk ofoccasional large losses related to individual names and transactions, or to changes in volatilities, correlations or liquidity. UCB's mainsector concentrations include €26.1 billion real estate lending (11% of the total €232 billion exposure as of June 2017), €12.1 billionto the energy sector (5%) and €4.1 billion ship finance (2%). Other concentrations relate to international project finance, as well asdebt capital market underwriting for corporates. UCB started investing in asset-backed securities (third-party ABS) again in 2015, afterphasing out residual positions that dated back to the banking crisis. Total holdings decreased 3% to €6.6 billion in June 2017 (2016:€6.8 billion), after a 26% increase in 2015. The total included €350 million in mezzanine tranches, with the remainder being senior.

With 61% of its exposure in Germany, UCB remains strongly focused on its home market. After reducing its exposure to Italy (Baa2negative)2 during 2016 to €8.0 billion (2015: €8.5 billion; including amounts outstanding to the parent bank), the bank increasedits exposure to €8.9 billion in the first half of 2017. UCB's international exposures are reflected by its Strong+ Macro Profile, which issomewhat below the Very Strong- assessment for Germany.

To reflect the market and operational risk inherent in UCB's CIB business, we adjust the Asset Risk Score downwards to baa3.

Profitability is adequate but volatileUCB is one of the more profitable banks in Germany, although profits are modest on a wider European or global comparison. Its twosegments, Commercial Banking and CIB, both strongly contribute to group results, but CIB generates relatively volatile revenues andprofits.

Operating profit for the first six months of 2017 was €1.07 billion, up 54% year-over-year. However, the underlying improvement wasof low quality given that it was mostly driven by substantially higher net trading income. The volatile net trading result rose to €680million (+99% year-over-year) as a result of earnings increases in the fixed-income products, Treasury business and equity derivativesbusiness.

4 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

The result further benefitted from a 6% year-over-year increase in fees and commissions to €599 million and a 3% year-over-yearreduction in total operating costs to €1.69 billion. Net interest income remained stable amid margin pressures. The reported net profitfor the first six months of 2017 was €717 million (June 2016: €371 million)

We expect that UCB's underlying profit generation in 2017 has scope for improvement, but may remain depressed for some time.The bank's cost reduction efforts are increasingly paying off, as it concluded in 2016 a program of realigning its Retail and PrivateBanking units and materially reducing its branch network. Judging from UCB's large restructuring charge in Q4 2016 and UniCreditS.p.A.'s efficiency plan, however, UCB will probably remain strongly focused on business adjustments for some time. Such furtherefforts should help, but may not suffice to offset persistent margin pressure in Germany's competitive environment for corporatelending. However, we do expect that UCB's proven ability to absorb credit losses in its income statement will remain robust, and expectefficiency improvements to show gradually during 2017-19.

Considering both, the bank's continued efforts and scope for improvement but also the challenging market conditions, UCB's assignedProfitability Score is b1.

Funding and liquidity is soundUCB's funding profile is adequate, although it relies on market funds for a large share of its funding needs. That said, with thecombination of relatively long maturities of its outstanding debt and sizeable deposit base, UCB needs to tap the market for relativelymodest amounts of €5 billion to €8 billion annually. Moreover, UCB obtained an exceptionally large €11.0 billion in new longer termfunding during the first half of 2017 (2016: €13.5 billion), including €5.6 billion (2016: €7 billion) under the ECB's TLTRO-II program,which has brought the bank's ratio of assets > one year relative to liabilities > one year to 109%, up from 102% at December 2016.

As of June 2017, Retail and corporate deposits represented 42% of total liabilities, and UCB has good access to the German coveredbond market. Liquidity reserves remained high in the first half of 2017, with unencumbered securities available as collateral for centralbank borrowings at €21 billion (2016: €32 billion) and cash holdings of €21.9 billion (2016: €9.8 billion). UCB also has a satisfactoryloans-to-deposits ratio of 107%.

UCB's dependence on the market for a relatively large proportion of its balance sheet is mitigated by several factors: (1) A considerableportion of market funds raised through covered bonds (€16 billion as of June 2017, unchanged vs. 2016), as well as additional potentialfor raising funds through covered bonds; (2) €11 billion of promotional funds from development banks, for which UCB does not requiremarket access; and (3) ample liquid resources. The former two mitigating factors are included in our calculation of adjusted marketfunds and the resulting ba2 Funding Structure Score. The assigned a3 Liquid Resources Score reflects UCB's large liquid resources andits Liquidity Coverage Ratio (LCR) of more than 100%, but also our adjustments to the Liquid Resources ratio for encumbered liquidassets.

Support and structural considerationsAffiliate supportWe believe that UniCredit S.p.A. would likely support its German subsidiary in case of need. However, parental support does not resultin any rating uplift because UCB's BCA is higher than that of its parent bank. UCB's adjusted BCA is therefore baa2, in line with its BCA.

Loss Given Failure (LGF) analysisUCB is subject to the EU Bank Recovery and Resolution Directive (BRRD), which we consider to be an Operational Resolution Regime.In our Advanced LGF analysis, we consider the risks faced by the different debt and deposit classes across the liability structure inresolution. We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets, a 25% run-off in "junior" wholesale deposits, and a 5% run-off in preferred deposits. These ratios are in line with our standard assumptions. In linewith the new German insolvency legislation that has effectively subordinated non-structured senior bonds and notes to deposits inresolution since January 2017, we base our calculation on the assumption that deposits and complex structured notes are preferred tomost senior unsecured debt instruments.

» For deposits and senior-senior unsecured debt of UCB, rated A2, our LGF analysis indicates a very low loss-given-failure, leading to atwo-notch uplift from the bank's baa2 adjusted BCA.

5 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

» For senior unsecured debt issued by UCB, rated Baa2, our LGF analysis indicates a high loss-given-failure, leading us to position theProvisional Rating Assessment one notch below the adjusted BCA.

» For senior subordinated debt issued by UCB, rated Baa3, our LGF analysis indicates a high loss-given-failure, resulting in thepositioning of this rating one notch below the adjusted BCA.

» The dated silent partnership certificates issued by HVB Funding Trust and HVB Funding Trust II and III are rated Ba1(hyb). Thenotching reflects their deeply subordinated claim in liquidation and the non-cumulative coupon-skip mechanism tied to the breachof a regulatory minimum requirement trigger.

Counterparty Risk Assessment (CR Assessment)A CR Assessment is an opinion of how counterparty obligations are likely to be treated if a bank fails and are distinct from debt anddeposit ratings in that they (1) consider only the risk of default rather than both the likelihood of default and the expected financialloss, and (2) apply to counterparty obligations and contractual commitments rather than debt or deposit instruments. The CRAssessment is an opinion of the counterparty risk related to a bank's covered bonds, contractual performance obligations (servicing),derivatives (for example, swaps), letters of credit, guarantees and liquidity facilities.

UCB's CR Assessment is positioned at A1(cr)/P-1(cr).

The bank's CR Assessment is positioned three notches above its baa2 Adjusted BCA, based on the buffer against default provided to thesenior obligations represented by the CR Assessment by more subordinated instruments, primarily senior unsecured debt. To determinethe CR Assessment, we focus purely on subordination, taking no account of the volume of the instrument class.

Government supportAlthough German banks operate in an environment of materially weakened prospects for financial assistance from the government,we maintain one notch of rating uplift in our senior unsecured debt and deposit ratings, reflecting our expectation of a moderateprobability of government support for senior debt and deposits. This support takes into account UCB's substantial size and strongnational market shares in retail and corporate lending.

6 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

About Moody's Bank ScorecardOur Scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read inconjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our Scorecardmay materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strongdivergence). The Scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down toreflect conditions specific to each rated entity.

Rating methodology and scorecard factors

Exhibit 3

UniCredit Bank AGMacro FactorsWeighted Macro Profile Strong + 100%

Factor HistoricRatio

MacroAdjusted

Score

CreditTrend

Assigned Score Key driver #1 Key driver #2

SolvencyAsset RiskProblem Loans / Gross Loans 4.3% baa1 ← → baa3 Market risk Operational risk

CapitalTCE / RWA 22.4% aa1 ← → aa2 Stress capital

resilienceExpected trend

ProfitabilityNet Income / Tangible Assets 0.3% ba2 ↓ b1 Earnings quality Loan loss

charge coverageCombined Solvency Score a3 baa1LiquidityFunding StructureMarket Funds / Tangible Banking Assets 42.2% b1 ← → ba2 Market

funding qualityTerm structure

Liquid ResourcesLiquid Banking Assets / Tangible Banking Assets 42.8% aa3 ← → a3 Encumbrance

Combined Liquidity Score baa3 baa3Financial Profile baa2

Business Diversification 0Opacity and Complexity 0Corporate Behavior 0

Total Qualitative Adjustments 0Sovereign or Affiliate constraint: Baa2Scorecard Calculated BCA range baa1-baa3Assigned BCA baa2Affiliate Support notching 0Adjusted BCA baa2

Balance Sheet is not applicable.

7 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

De Jure waterfall De Facto waterfall NotchingDebt classInstrumentvolume +

subordination

Sub-ordination

Instrumentvolume +

subordination

Sub-ordination

De Jure De FactoLGF

NotchingGuidance

vs.Adjusted

BCA

AssignedLGF

notching

Additionalnotching

PreliminaryRating

Assessment

Counterparty Risk Assessment -- -- -- -- -- -- -- 3 0 a2 (cr)Senior senior unsecured bank debt -- -- -- -- -- -- -- 2 0 a3Deposits -- -- -- -- -- -- -- 2 0 a3Senior unsecured bank debt -- -- -- -- -- -- -- -1 0 baa3Dated subordinated bank debt -- -- -- -- -- -- -- -1 0 baa3

Instrument class Loss GivenFailure notching

AdditionalNotching

Preliminary RatingAssessment

GovernmentSupport notching

Local CurrencyRating

ForeignCurrency

RatingCounterparty Risk Assessment 3 0 a2 (cr) 1 A1 (cr) --Senior senior unsecured bank debt 2 0 a3 1 A2 --Deposits 2 0 a3 1 A2 A2Senior unsecured bank debt -1 0 baa3 1 Baa2 Baa2Dated subordinated bank debt -1 0 baa3 0 Baa3 (P)Baa3Source: Moody's Financial Metrics

Ratings

Exhibit 4Category Moody's RatingUNICREDIT BANK AG

Outlook Stable(m)Bank Deposits A2/P-1Baseline Credit Assessment baa2Adjusted Baseline Credit Assessment baa2Counterparty Risk Assessment A1(cr)/P-1(cr)Issuer Rating Baa2Senior Unsecured Baa2Subordinate -Dom Curr Baa3Other Short Term (P)P-1

PARENT: UNICREDIT S.P.A.

Outlook PositiveBank Deposits Baa1/P-2Baseline Credit Assessment ba1Adjusted Baseline Credit Assessment ba1Counterparty Risk Assessment Baa1(cr)/P-2(cr)Senior Unsecured Baa1Subordinate Ba1Jr Subordinate -Dom Curr Ba3 (hyb)Pref. Stock Non-cumulative -Dom Curr B1 (hyb)Other Short Term -Dom Curr (P)P-2

UNICREDIT BANK AG, LONDON BRANCH

Outlook Stable(m)Bank Deposits A2/P-1Counterparty Risk Assessment A1(cr)/P-1(cr)Issuer Rating -Dom Curr Baa2

UNICREDIT BANK AG, NEW YORK BRANCH

Outlook Stable(m)Bank Deposits A2/P-1Counterparty Risk Assessment A1(cr)/P-1(cr)Issuer Rating Baa2

UNICREDIT BANK AG, PARIS BRANCH

Outlook StableBank Deposits -Dom Curr A2/P-1

8 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Counterparty Risk Assessment A1(cr)/P-1(cr)UNICREDIT LUXEMBOURG S.A.

Outlook Stable(m)Bank Deposits A2/P-1Baseline Credit Assessment baa2Adjusted Baseline Credit Assessment baa2Counterparty Risk Assessment A1(cr)/P-1(cr)Issuer Rating Baa2

UNICREDIT U.S. FINANCE INC.

Bkd Commercial Paper P-1UNICREDIT BANK AG, HONG KONG BRANCH

Outlook NegativeCounterparty Risk Assessment A1(cr)/P-1(cr)Senior Unsecured MTN (P)Baa2Subordinate MTN (P)Baa3Other Short Term (P)P-1

UNICREDIT BANK AG, TOKYO BRANCH

Outlook NegativeCounterparty Risk Assessment A1(cr)/P-1(cr)Senior Unsecured MTN (P)Baa2Subordinate MTN (P)Baa3Commercial Paper -Dom Curr P-1Other Short Term (P)P-1

UNICREDIT BANK AG, SINGAPORE BRANCH

Outlook NegativeCounterparty Risk Assessment A1(cr)/P-1(cr)Senior Unsecured MTN (P)Baa2Subordinate MTN (P)Baa3Other Short Term (P)P-1

HVB FUNDING TRUST

Pref. Stock Non-cumulative Ba1 (hyb)HVB FUNDING TRUST III

Pref. Stock Non-cumulative Ba1 (hyb)HVB FUNDING TRUST II

Pref. Stock Non-cumulative Ba1 (hyb)Source: Moody's Investors Service

9 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Endnotes1 The ratings shown are the bank's deposit rating and outlook, the senior unsecured debt rating and outlook, and the Baseline Credit Assessment.

2 The rating shown here is the senior unsecured bond rating and the respective outlook.

10 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

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REPORT NUMBER 1097259

11 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Contributors

Bernhard Held, CFAVP-Senior Analyst

Mark C JenkinsonAssociate Analyst

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

12 11 January 2018 UniCredit Bank AG: Update following debt rating affirmation at Baa2