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Hamburg Commercial Bank AG - Consent Solicitation - Results

Notice regarding results of the Consent Solicitation. including adjourned meetings and updates.


15 MARCH 2023


Full announcement via Luxembourg Stock Exchange


"The Issuer announces today that:


‒ at the 2029 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was duly passed;

‒ at the January 2030 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was duly

passed;

‒ at the 25 October 2030 Notes II Meeting, the meeting was quorate and the Extraordinary Resolution was

duly passed;

‒ at the 30 October 2030 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was

duly passed;

‒ at the December 2030 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was

duly passed;

‒ at the 1 December 2030 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was

duly passed;

‒ at the 6 December 2030 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was

duly passed;

‒ at the 2038 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was duly passed;

‒ at the 2039 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was duly passed;

‒ at the October 2040 Notes Meeting, the meeting was quorate and the Extraordinary Resolution was duly

passed;

‒ at the 25 October 2030 Notes I Meeting, the meeting was quorate, but the Extraordinary Resolution was

not passed;

‒ at the 8 November 2030 Notes Meeting, the meeting was quorate, but the Extraordinary Resolution was

not passed;

‒ at the 28 November 2030 Notes Meeting, the meeting was quorate, but the Extraordinary Resolution was

not passed;

‒ at the February 2031 Notes Meeting, the meeting was quorate, but the Extraordinary Resolution was not

passed;

‒ at the July 2031 Notes Meeting, the meeting was quorate, but the Extraordinary Resolution was not

passed;

‒ at the 2031 Notes Meeting, the quorum required for holding such meeting was not satisfied;

‒ at the 2040 Notes Meeting, the quorum required for holding such meeting was not satisfied;

‒ at the 2041 Notes Meeting, the quorum required for holding such meeting was not satisfied,

in each case, in accordance with the Terms and Conditions of the Consent Solicitation."


The Consent Fee, payable to Eligible Noteholders who voted in favour of the Extraordinary Resolution relating

to the 2029 Notes, the January 2030 Notes, the 25 October 2030 Notes II, the 30 October 2030 Notes, the

December 2030 Notes, the 1 December 2030 Notes, the 6 December 2030 Notes, the 2038 Notes, the 2039 Notes

and the October 2040 Notes prior to the Consent Fee Deadline, will be paid on 17 March 2023.


Since the relevant quorum for each of the Meetings related to the 2031 Notes, the 2040 Notes and the 2041 Notes

(together the "Adjourned Meeting Notes", and each an "Adjourned Meeting Note") has not been satisfied, the

2031 Notes Meeting, the 2040 Notes Meeting and the 2041 Notes Meeting were each adjourned in accordance

with the relevant Meetings Provisions with adjourned meetings having been called at and from 12:00 (noon)

(Frankfurt time) on 4 April 2023 (the "Adjourned Meetings") at the offices of Mayer Brown International LLP,

201 Bishopsgate, London EC2M 3AF, United Kingdom, for the purpose of the relevant Noteholders further

considering and, if thought fit, passing the relevant Extraordinary Resolutions proposed by the Issuer.


The Issuer hereby announces that the Consent Fee Deadline and Expiration Deadline in respect of the Adjourned

Meeting Notes shall be extended to 5:00 p.m. (Frankfurt time) on 31 March 2023 such that Eligible Noteholders

who deliver (and do not subsequently revoke) a valid Consent Instruction in favour of a relevant Extraordinary

Resolution by this extended Consent Fee Deadline can continue to benefit from the Consent Fee."

 

Notice regarding extension of the Consent Fee Deadline in respect of the Consent Solicitation


23 FEBRUARY 2023


Full announcement via Luxembourg Stock Exchange


"Extension of the Consent Fee Deadline


The terms and conditions of the Consent Solicitation described in the Consent Solicitation Memoranda provide that, subject to the satisfaction (or waiver, in the sole and absolute discretion of the Issuer) of the Consent Conditions, each Eligible Noteholder from whom a valid Consent Instruction to vote in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by 5:00 p.m. (Frankfurt time) on 24 February 2023 (such time and date with respect to each relevant Class, as the same may be extended at the Issuer's sole and absolute discretion, the "Consent Fee Deadline") will be eligible to receive payment of an amount equal to 0.50 per cent. of the outstanding principal amount of the Notes that are the subject of such Consent Instruction (the "Consent Fee").


Pursuant to the terms and conditions of the Consent Solicitation, the Issuer accordingly reserves the right to extend the Consent Fee Deadline in respect of the Consent Solicitation at its sole and absolute discretion.

On the back of constructive engagement with Eligible Noteholders and in order to provide Eligible Noteholders with further time to submit valid Consent Instructions in favour of the relevant Extraordinary Resolution that would be eligible to receive the Consent Fee, notice is hereby given by the Issuer that, with immediate effect, the Consent Fee Deadline shall be extended from 5.00 pm (Frankfurt time) on 24 February 2023 to 5.00 pm (Frankfurt time) on 10 March 2023 (being the same time and date as the Expiration Deadline). Accordingly, all references in the Consent Solicitation Memoranda to the Consent Fee Deadline shall, from the date of this notice, be deemed to refer to 5.00 pm (Frankfurt time) on 10 March 2023.


As at the date of this notice, all other terms and conditions of the Consent Solicitation remain unchanged and are as set out in the relevant Consent Solicitation Memorandum.

For the avoidance of doubt, Eligible Noteholders who have already submitted Consent Instructions do not need to resubmit their Consent Instructions."

 

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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