Volkswagen Bank Rus 7

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1 Credit analysis Multinationals Volkswagen Bank Rus 7 Premium for debut from new quality benchmark Top corporate credit quality. Investors are protected by irrevocable offer to purchase bonds from Volkswagen Financial Services AG (VW FS) which is integral part of Volkswagen Group (VWG) and 100% subsidiary of Volkswagen AG (VW). Companies have strong contractual, operational and reputational interconnections, legally enforced by the control and profit transfer agreement. As a result their public debt bear the same rating and trade at even premiums. Risks. We believe that this bond by Volkswagen Bank Rus LLC (VW Bank Rus) should be perceived as if it was issued by VW or VW FS. The major risk to their credit profile is unforeseen significant slowdown in overseas markets, especially China and US. Our credit outlook. We believe that VW s solid credit ratios are likely to result in the positive outlook assigned by Moody s and S&P being upgraded to mid-single A. Pricing. In our opinion fair compensation for the credit risk of VW Bank Rus 7 equals bp over government yield curve which translates into % YTP and % coupon. It offers premium to higher rated RUB denominated CAT 12/15 (A2/A/-) and the same discount to lower rated best IG Russian issuers (Baa1/BBB/BBB). Term sheet and our pricing Issuer Guarantee Source: Rosbank Contents Transaction Pricing Issue structure Volkswagen Bank Rus November 12, 2013 Volkswagen Financial Services AG Volkswagen AG Primary Market Volkswagen Bank RUS LLC Irrevocable Offer from Volkswagen Financial Services AG Issuer ratings -/-/- Guarantor ratings (A3/A-/-) Issue expected rating (-/A-/A-) Instrument Bond offering Offering date Local bonds Book-building latter half of November Size, RUB mln Maturity/offer (put) 5Y / 3Y Guidance YTP/coupon % / % Our pricing % / % Mapping VW Bank 7 within IG RUB bonds universe 8.2 YTM/YTP, % Local bonds RUB Eurobonds guidance 160 Spread to OFZ, bp Local bonds guidance RUB Eurobonds VEB 10/20 FSK 10/27 NVTKRM 02/17 GazpromCap 02/16 RuRail 06/17 RuRail 05/19 FSK 9/27 RuRail 06/16 RuRail 11/15 fair FSK 9/20 Rosneft 05/23 FSK 10/20 Rosneft 10/22 GazpromCap 02/ Rosneft 05/23 GazpromCap 02/16 VEB 10/20 FSK 10/27 RuRail 06/17 RuRail 11/15 RuRail 06/16 NVTKRM 02/17 FSK 9/27 FSK 9/20 FSK 10/20 RuRail 05/19 GazpromCap 02/18 Rosneft 10/22 fair CAT 12/15 Duration, years CAT 12/15 Duration, years Source: Moscow exchange, Rosbank

2 Transaction pricing We believe that due to the transaction structure the credit risk of VW Bank Rus 7 is equal to direct issuance of VW FS AG (A3 positive/a- positive/-) or VW AG (A3 positive/a- positive/-). Although VW is obliged to cover losses of VW FS no such losses occurred during period under analysis. The business relationship and the contractual relationship between the parent and captive finance subsidiary and irrevocable offer provided gives no doubt of timely support if needed. Our perception is shared by rating agencies S&P and Fitch: each of them has assigned an expected A- long-term to the proposed bond. In our opinion fair compensation for the credit risk of VW Bank Rus 7 equals 80-90bp over government yield curve which translates into % YTP and % coupon. It offers 15-20bp premium to higher rated RUB denominated CAT 12/15 (A2/A/- ) and the same discount to lower rated best IG Russian issuers (Baa1/BBB/BBB). Issue structure This debut Volkswagen Bank Rus LLC (VW Bank Rus) bond is the «first robin» from the announced RUB 50 bn programme made up of 13 issues. The program is guaranteed by VW Bank Rus parent company Volkswagen Financial Services AG (VW FS), captive auto finance division of Volkswagen AG (VW). As a result credit risk exposure has three layers: VW Bank Rus Issuer; VW FS (A3 positive/a- positive/-) Guarantor/Offeror; Volkswagen AG (A3 positive/a- positive/ A- positive) ultimate parent VWBR in VW Group Bond programme structure Volkswagen AG Volkswagen Bank Rus LLC 100% Volkswagen Financial Services AG 100% Volkswagen Bank GmbH Issuer 13 issues Issue size: RUB 2-5 bn Total size: RUB 50 bn Maturity: 5-7 years 99% Volkswagen Bank Rus LLC 1% Public Irrevocable Offer Volkswagen Financial Services AG Source: VWBR, Rosbank Source: VWBR, Rosbank 2

3 Volkswagen Bank Rus LLC (-/-/-) Company profile VW bank fulfils classic captive finance division of VWG in Russia providing loans to dealers and customers. VW Bank Rus acquired banking license in August 2010 and started business with stock car financing. At present loan facilities are provided to 222 dealers (out of 420) that contribute 65% VWG car sales in Russia. First retail loan was granted in March Interrelationship with VW FS VW Bank Rus is 100% owned by VW FS (99% directly and 1% through VW Bank GmbH). Currently c.50% of funding is provided by VWG. VW Bank Rus debut bond programme is protected by VW FS irrevocable guarantee. Business strategy VW strategy 2018 implies VW Bank Rus loan portfolio increase to RUB 160bn. Retail business is set to become major driver behind asset growth, mirroring 75/25 proportion from FW FS balance sheet. Liability side is expected to mimic financial services global approach with c.49% raised from debt capital markets. We suppose VW Bank Rus can achieve this target. At the moment only 28% of VWG sales in Russia are financed by captive bank, 13% financed by other credit institutions and 59% with cash. VWG cash sales are higher than Russian average of 54% which has dropped from 66% for just one year (3Q13/3Q12 according to National Bureau of Credit Histories and Autostat). Financial profile VW Bank Rus assets increased by 270% for FY2012. In 2013 the growth slowed down to 21% for 9M13. During 18 months starting from April 2012 the bank issued 18K retail loans amounting to c.9.0bn and 7.1bn of additional stock car financing. The total portfolio target of RUB 160bn by 2018 implies +47% p.a. expansion. VW Bank Rus key IFRS financials 2010A 2011A 2012A 9M13A Assets Equity Loans (-reserves) N/a Non-interest expense (68) (234) (415) N/a Net profit (66) (151) (272) N/a NIM 4.2% 5.0% N/a Cost/income 1878% 235% 89% N/a Overdue 1+ / Loans N/a N/a N/a 1.32% Overdue 91+ / Loans N/a N/a N/a 0.01% Reserves / Total loans overdue N/a N/a N/a c.2.0x Capital adequacy H1 ratio (Bank of Russia) 351.9% 84.7% 26.4% 32.0% Source: VW Bank Rus, Rosbank There were no overdue loans in dealer financing portfolio which can result from strict underwriting standards of VW FS and vehicle collateral requirements. VW Bank runs 3

4 collateral stock check on a monthly basis. Provision ratio for corporate portfolio is at 2-3% in As financing is provided for car stock which has average turnover period of 1 month this portfolio maturity is very short. VW Bank Rus Asset structure VW Bank Rus Funding Mix other 1% Cash 8% Dealer stock financing 53% Russian banks 12% International banks 38% Retail financing 38% VW Automotive 20% VW FS 30% Source: VW Bank Rus, Rosbank Source: VW Bank Rus, Rosbank Retail loan portfolio NPL totalled almost non-existent 0.02% at end-september 13 and overall 1+ overdue was at 3.15%. Retail portfolio has not seasoned yet and current NPL cannot be perceived as indicator of its quality but VW FS underwriting standards and collateral should work here as well. Provision ratio has been maintained at % since 2Q12 based on VW FS historical data. Funding is currently provided by short-term interbank loans and intragroup financing. All debt facilities are RUB-denominated, currency risk is managed at VW FS level. Proceeding from bonds placement will be used to finance retail expansion favouring better asset-liability duration match. Although NIM stood at 4-5% the bottom line showed negative values which is explained by rapidly rising operating costs during startup stage of the business. Cost/income ratio dynamics allows to expect switch to positive zone in the short term. Volkswagen Financial Services AG (A3 positive/a- positive/-) Company profile VW FS is captive finance group within VWG, conducting business in 40 countries worldwide. European auto captive financial institutions support the sales of their industrial parents by offering auto loans and related services to retail and corporate customers, as well as loans to car dealers to help them finance their inventories. Interrelationship with Volkswagen AG In addition to 100% ownership the control and profit transfer agreement exists between Volkswagen AG and VW FS AG. According to that agreement the controlled company subjects the management of its company to the controlling company and the controlling company is thus authorized to issue instructions to the management of the controlled company. What is more important for creditors the controlling company is obliged to absorb any net loss for the 4

5 period of the controlled company that arises during the term of the agreement. If the agreement is terminated, the controlling company must provide security to the creditors of the controlled company. As a result credit quality of FS AG is virtually at least equal to the ultimate parent. Business strategy Captive finance division is crucial part of modern VWG business model. VW FS provides financial services to dealers and customers including loans, leasing, insurance and rental. Captive finance business enhances sales penetration, improving profitability and boosting revenue growth, and helps to better manage customer relationships promoting customer loyalty. VW FS support expansion through financing dealers. Sales are generated by captive retail autoloans: captive customers on average buy 48% more additional equipment and buy new cars 1.5x more often than cash payers. VW FS raises capital from different markets for the best maturity and currencies match between assets and liabilities Financial profile VW FS balance is concentrated on its core business with loan portfolio (including financial leasing) composing 79.8% of assets and 8.6% of leased assets (operating leasing). Retail loans make up c.75% of the portfolio with c.25% provided to dealers. Total provision ratio stands at c2.0%, fully covering problem loans. Financed vehicles are usually assigned as collateral which significantly reduces credit risk. Funding is well-diversified into customer deposits (29.2%), bonds (26.1%), liabilities to financial institutions (12.2%) and asset-backed securities (9.1%). The most noticeable change in funding structure happened in 2009 when customer deposits grew 52% yoy explained by runaway from traditional banks searching for the safer place. VW FS key IFRSfinancials In m 2008A 2009A 2010A 2011A 2012A Assets Customer deposits Equity Operating result Net income Cost/income 61.0% 69.0% 60.0% 60.0% 60.0% Core capital ratio 8.8% 11.2% 10.5% 9.8% 9.2% Overall ratio 10.8% 11.4% 10.5% 10.1% 9.8% Source: VW FS, Rosbank VW FS makes significant contribution to financial results of the VWG ranging between 13-15% of total operating profit. Standalone VW FS credit profile is rather strong supported by sound profitability and good asset quality. 5

6 Volkswagen AG (A3 positive/a- positive/ A- positive) For more details on Volkswagen AG please refer to recent SG Cross Asset Research Publication (Global Automobiles: A tale of two companies Volkswagen vs Toyota 08/11/2013) Company profile Volkswagen AG is the consolidation centre of Volkswagen Group (VWG). VWG is highly diversified by region and leader carmaker in Western Europe (1H13: 24.7% in terms of passenger car unit sales), China (20.6%) and number two globally (12.7%) and in Brazil (20.4%). Except Fiat-Chrysler, VWG is the less exposed European carmakers to the weak European markets with less than 45% of volumes sold in 2012 ahead of Asia-Pacific (>30%) and the Americas (>20%). Automotive division manufactures volume market and premium cars under the Volkswagen Passenger Cars, SKODA, SEAT, Audi, Bentley, Lamborghini, Bugatti and Porsche brands, as well as commercial vehicles under the Volkswagen Commercial Vehicles, MAN and Scania brands. In addition, VW has a 100% stake in Ducati and 19.9% stake in Suzuki. Through Volkswagen Financial Services AG (A3 positive/a- positive/-) and joint-venture LeasePlan Corporation NV, VWG also provides the full range of financing, leasing, fleet and rental services. Volkswagen Bank GmbH (A3 positive/a- positive/-), a 100% indirectly owned subsidiary, holds a banking license and offers wholesale and retail banking services. As at YE2012 Volkswagen AG largest shareholder was Porsche Automobil Holdings SE (Porsche SE), which held 50.73% of ordinary shares (32.2% of Volkswagen s total capital). The second-largest shareholder was the State of Lower Saxony, which held 20.00% of the voting rights and had a blocking majority, Qatar Holding owned 17%. Porsche SE is a holding company owned by Porsche and Piech families. Porsche SE currently effectively comprises only two assets - namely Volkswagen ordinary shares and a 2.6bn net cash balance. Business strategy VWG has bet its future on growth in BRIC and NAFTA with ambition to become the global number one car manufacturer, measured both in sales and profitability by In order to service this growth, it is relying increasingly on its modular toolkits strategy to deliver flexibility and cost advantages that allow it to grow sales and potentially overtake its competitors. VWG has capacity expansion plans from 9.3m units in 2012 to 11.6m units in 2018E. VWG is transitioning from its pioneering reliance on platforms (which cover 60% of the value of the vehicle, a major source of competitive advantage in the 1990s) to so-called modular toolkits or matrices, which cover 70% of the value of the vehicle. These toolkits allow VW to produce high volume and niche models at extremely competitive costs, tailored to the diverse requirements of the European, Chinese and NAFTA markets as well as emerging markets such as Russia, Brazil and India. Financial profile VWG financial profile is characterized by sizeable absolute debt levels but also a strong ability to generate positive free operating cash flow through the cycle and an adequate liquidity profile. 6

7 VW Simplified IFRS industrial cash flow statement In m 2007A 2008A 2009A 2010A 2011A 2012A 2013E 2014E 2015E Gross cash flow Change in WCR (2 336) Cash-Flow from Operations Cash-Flow from Investing Activities (6 699) (11 529) (10 242) (9 095) (15 998) (18 556) (15 550) (16 500) (16 700) o/w Capex (4 555) (6 762) (5 783) (5 656) (7 929) (10 271) (10 500) (11 500) (12 200) o/w Capitalized R&D (1 446) (2 216) (1 948) (1 667) (1 666) (2 615) (3 550) (4 000) (4 500) o/w Acquis. / Dispo. of Equity Invest. (869) (2 571) (2 667) (2 667) (6 626) (6 028) (1 500) (1 000) - Net cash flow (2 758) (2 324) Capital contribution Dividend (1 406) (1 639) (2 000) (2 460) Other cash flows (2 681) 34 (931) (2 800) (4 696) (345) (511) (981) Change in net liquidity (5 439) (1 688) (6 378) Net industrial liquidity Source: SG Cross Asset Research/Equity VW IFRS Simplified P&L Despite the deterioration in the group's operating performance during the industry downturn in late 2008 and 2009, VWG's financial metrics proved to be more resilient than those of its European automotive peers and showed a strong and rapid recovery over the past three years. The 16.6bn of net automotive liquidity at end September 2013 should be considered in the context of the equity investments exceeding 18bn (including debt assumption) that VW has made from These include the cash-out for purchasing Porsche Holding (distributor of VW Group vehicles and the largest auto dealership network in all of Europe with interests extending into China), MAN, Porsche AG, Ducati and LeasePlan (from VW FS). In m 2008A 2009A 2010A 2011A 2012A 2013E 2014E 2015E Revenues Gross income Gross Margin (%) 15.1% 12.9% 16.9% 17.6% 18.2% 18.6% 19.0% 19.9% EBITDA EBITDA Margin (%) 13.0% 10.2% 13.6% 13.6% 12.8% 13.5% 14.0% 15.0% Depreciation and amortisation (8 438) (8 877) (10 097) (10 346) (13 135) (14 430) (15 300) (16 150) Operating profit Operating Margin (%) 5.6% 1.8% 5.6% 7.1% 6.0% 6.1% 6.6% 7.4% Profit before tax PBT Margin (%) 5.8% 1.2% 7.1% 11.9% 13.2% 6.5% 7.4% 8.4% Group net profit Source: SG Cross Asset Research/Equity Transition to modular toolkit platform will be the key profit driver for the group in the next 5 years. As considerable upfront costs reflected in higher depreciation charges required to build the vehicles the effect will lag the production launches. According to forecast by our colleagues from SG Cross Asset Research cumulative product cost savings will only exceed the incremental costs in

8 Credit ratios Debt/EBITDA EBITDA/Interest expense 6.90x 8.10x 8.80x 9.70x 9.50x 3.70x 1.50x 2.30x 1.70x 1.40x 2.00x 2.10x Q13 Source: Moody s VWG has largest R&D spending worldwide and record capex is needed to achieve ambitious expansion plan. Taking the last FY actual data, VW s combined capex and capitalised R&D (excluding its Chinese JVs) was 12.9bn in 2012 (+34% vs 2011). This compares to 6.3bn Daimler(+12%), 5.2bn BMW (+42%), 3.5bn PSA (+2%), 2.8bn Renault (+16%) and 7.5bn Fiat/Chrysler (+36%). On 23 November 2012 Volkswagen group announced that it will spend 50.2bn in its automotive division on plants, vehicles and R&D through 2015 ( 16.7bn p.a. or 20bn, including the Chinese JVs). We believe that new acquisitions should be limited to the expected buying of a 26% remaining stake in MAN SE for an estimated 3.4bn. Financing should come mainly from 2.5bn proceeds of VW mandatory convertible bonds issued in November As a result, industrial business will be cash flow positive even if dividend payout ratio is increased to 30% in the medium term. Despite weak auto markets that we anticipate in western Europe in 2014, we believe that VW s solid credit ratios are likely to result in the positive outlook assigned by Moody s and S&P being upgraded to mid-single A. We do not believe in a downgrade scenario for VW due to solid net cash position, high profitability, and cash flow generation despite higher capex ratios in the coming years to support the geographic expansion strategy and product offensive. Alexander Popov, CFA +7 (495) , ext APopov@mx.rosbank.ru IMPORTANT DISCLOSURES : Rosbank acts as a bookrunner in the Volkswagen Bank Rus 7 bond issue. 8

9 Team Research Trading Financial Institutions Sales Corporate Sales Investment Banking Boris Bruck +7 (495) Marina Petukhova +7 (495) Vladimir Matsko Alexander Popov, CFA +7 (495) , ext Mikhail Rumyantsev +7 (495) Vera Shapovalenko +7 (495) Roman Voronin Viktoria Yakimova +7 (495) Evgeny Koshelev, CFA, FRM +7 (495) , ext Vasily Korolev +7 (495) Pavel Malyavkin +7 (495) Evgeny Kurochkin Tatyana Ambrozhevitch +7 (495) Alexander Sychev +7 (495) , ext Alexander Roiko +7 (495) Evgeny Emekeev +7 (495) Alexandre Koutcherov Yury Novikov +7 (495) Alexey Dumnov +7 (495) , ext Dmitry Zaitsev +7 (495) Andrey Galkin The document is intended for informational purposes only. The information herein is not meant to be an offer to buy or sell or solicitation to make an offer to buy or sell. Any securities and including any expression of opinion, has been obtained from or is based upon sources believed to be reliable but is not guaranteed as to accuracy or completeness although Rosbank believe it to be clear, fair and not misleading. To the maximum extent possible at law, Rosbank does not accept any liability whatsoever arising from the use of the material or information contained herein. All rights reserved. Rosbank

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