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Hamburg Commercial Bank AG - Launch of Consent Solicitation

Updated: Feb 23, 2023

EUR 20,000,000 Subordinated Fixed Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

29 June 2029 (XS0098835761) (the "2029 Notes");

EUR 64,000,000 Subordinated Floating Rate Notes issued by Landesbank Schleswig-Holstein Girozentrale

due January 2030 (XS0105720881) (the "January 2030 Notes");

EUR 70,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

October 2030 (XS0119368222) (the "25 October 2030 Notes I");

EUR 50,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

October 2030 (XS0119368495) (the "25 October 2030 Notes II");

EUR 50,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

October 2030 (XS0119436326) (the "30 October 2030 Notes");

EUR 50,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

November 2030 (XS0120017974) (the "8 November 2030 Notes");

EUR 50,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

November 2030 (XS0120635809) (the "28 November 2030 Notes");

USD 18,400,000 Subordinated Floating Rate Notes issued by Landesbank Schleswig-Holstein Girozentrale

due December 2030 (XS0122546442) (the "December 2030 Notes");

EUR 5,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

December 2030 (XS0123007279) (the "1 December 2030 Notes");

EUR 35,000,000 Subordinated Fixed Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

6 December 2030 (XS0121146137) (the "6 December 2030 Notes");

USD 25,000,000 Subordinated Floating Rate Notes issued by Landesbank Schleswig-Holstein Girozentrale

due February 2031 (XS0124807099) (the "2031 Notes");

EUR 16,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

February 2031 (XS0121531122) (the "February 2031 Notes");

EUR 20,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

July 2031 (XS0133159227) (the "July 2031 Notes");

EUR 50,000,000 Subordinated Fixed Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

26 April 2038 (XS0096688881) (the "2038 Notes");

EUR 86,000,000 Subordinated Floating Rate Notes issued by Landesbank Schleswig-Holstein Girozentrale

due November 2039 (XS0104723266) (the "2039 Notes");

USD 22,730,000 Subordinated Floating Rate Notes issued by Landesbank Schleswig-Holstein Girozentrale

due January 2040 (XS0122825754) (the "2040 Notes")

EUR 80,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

October 2040 (XS0119502994) (the "October 2040 Notes"); and

EUR 92,000,000 Subordinated Floating Rate Notes issued by Hamburgische Landesbank - Girozentrale - due

January 2041 (XS0122667230) (the "2041 Notes")

(together the "Notes", and each class of Notes, a "Class")

13 February 2023. The Issuer announces today an invitation (the "Consent Solicitation")


13 FEBRUARY 2023


Full announcement via Luxembourg Stock Exchange


13 February 2023. The Issuer announces today an invitation (the "Consent Solicitation") to eligible holders of the Notes to consent, by way of Extraordinary Resolutions at separate meetings of the holders of each Class of Notes, to certain amendments to the terms and conditions of each Class to include therein a new condition relating to the recognition by holders of the Notes of the resolution powers of the Relevant Resolution Authority in relation to the Notes, all as further described under "Summary of the Proposals" below. This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the consent solicitation memoranda each dated 13 February 2023 (the "Consent Solicitation Memoranda", and each a "Consent Solicitation Memorandum") prepared by the Issuer. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Noteholders may obtain a copy of the relevant Consent Solicitation Memorandum applicable to their Class of Notes from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the relevant Consent Solicitation Memorandum, a holder of Notes will be required to provide confirmation as to his or her status. Noteholders are advised to read carefully the relevant Consent Solicitation Memorandum applicable to their Notes.

...


"Summary of the Proposal


The proposal is to include a new provision in the Conditions of each Class relating to the recognition by holders of the Notes of the resolution powers of the Relevant Resolution Authority in order to maintain the eligibility of such Class as Tier 2 instruments under the CRR and as MREL eligible liabilities (the "Bail-in Proposal").


If the Extraordinary Resolution is passed in respect of any Class, the proposed amendments to the relevant Conditions will be binding on all Noteholders of such Class of Notes, including those Noteholders of such Class who do not vote in respect of, or vote against, the relevant Proposals.


If the Extraordinary Resolution is passed at the relevant Meeting in respect of any Class and the relevant Consent Conditions are satisfied (or waived), the Issuer will determine when execution and delivery of the relevant Supplemental Agency Agreement is to take place and will announce the effective date for implementation of the Proposals.


Noteholders are advised to review the relevant Supplemental Agency Agreement, which sets out the proposed amendments to the relevant Conditions as appended to the relevant Consent Solicitation Memorandum."

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