Bond Hanseatic Trade Bank 5.38% ( XS0096688881 ) in EUR

Hanseatic Trade Bank

100 % ▲

Germany

XS0096688881 ( in EUR )

5.38% per year ( payment 1 time a year)

25/04/2038

Prospectus brochure of the bond Hamburg Commercial Bank XS0096688881 en EUR 5.38%, maturity 25/04/2038

25 000 EUR

50 000 000 EUR

26/04/2026 ( In 294 days )

Hamburg Commercial Bank (HCOB) is a German commercial bank headquartered in Hamburg, focusing on corporate and institutional clients, offering a range of financial services including financing, investment banking, and treasury management.

Hamburg Commercial Bank issued a ?50,000,000 5.38% bond (XS0096688881) maturing on April 25, 2038, currently trading at 100% with a minimum trading size of ?25,000 and paying interest annually.

Linklaters Business Services
One Silk Street
London EC2Y 8HQ
2080347

Offering Circular

Hamburgische Landesbank - Girozentrale -
(Incorporated as a credit institution under public law in the Federal Republic of Germany)
and
Hamburgische Landesbank London Branch
and
Hamburgische LB Finance (Guernsey) Limited
(Incorporated in Guernsey)
20,000,000,000
Euro Medium Term Note Programme
Under the 20,000,000,000 Euro Medium Term Note Programme (the "Programme"), Hamburgische Landesbank - Girozentrale - (the "Bank"), Hamburgische
Landesbank London Branch ("HLB London") and Hamburgische LB Finance (Guernsey) Limited ("HLB Guernsey" and, together with the Bank and HLB London,
the "Issuers" and each, in relation to Notes issued by it, an "Issuer"), subject to compliance with all relevant laws, regulations and directives, may f rom tim e t o
time issue notes (the "Notes" which will include Senior Notes and Subordinated Notes (each as defined herein)). N otes is s ued by HLB G uerns ey will be
unconditionally and irrevocably guaranteed by the Bank (in such capacity, the "Guarantor", although references to "the Bank" should be construed as references
to the Bank in its capacities as Issuer or Guarantor, as the context so requires).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed 20,000,000,000 (or its equiv alen t in ot her currencies
calculated as described herein), subject to an increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7 and any additional Dealer appointed under the Programme
f rom time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Offering
Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing
to purchase such Notes.
Application has been made to list the Notes issued pursuant to the Programme on the Luxembourg Stock Ex change. I n relat ion t o N ot es lis ted on t he
Luxembourg Stock Exchange this Offering Circular is valid for a period of one year from the date hereof. Notice of the aggregate nominal amount of , interes t (if
any ) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to, the Notes of each Tranc he (as
def ined on page 17) will be set forth in a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to the Lux embourg St oc k
Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relev ant Issuer and the relev ant
Dealer. Each Issuer may also issue unlisted Notes.
The Notes of each Tranche will be represented on issue by a temporary global Note or a permanent global Note which will be de posited on t he iss ue dat e
thereof with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Bank ing, sociét é
anony me ("Clearstream, Luxembourg") and/or any other agreed clearance system. The provisions governing the exchange of interests in global Notes for ot her
global Notes and definitive Notes are described in "Form of the Notes" below.

Arranger
Merrill Lynch International

Dealers
BNP PARIBAS
Credit Suisse First Boston
Deutsche Bank
Hamburgische Landesbank - Girozentrale -
Deutsche Bank
JPMorgan
Merrill Lynch International
Morgan Stanley
Nomura International
Schroder Salomon Smith Barney
UBS Warburg

The date of this Offering Circular is 7 June 2002. This Offering Circular supersedes and replaces the Offering Circular dated 8 June 2001 issued by t he Bank,
HLB London and HLB Guernsey.

The Bank accepts responsibility for the information contained in this Offering Circular. To the best of the
k nowledge and belief of the Bank (having taken all reasonable care to ensure that such is the c ase) the
information contained in this Offering Circular is in accordance with the facts and does not omit anything
lik ely to affect the import of such information. HLB Guernsey accepts responsibility for the information
contained in this Offering Circular relating to it. To the best of the knowledge and belief of HLB Guernsey
(having tak en all reasonable care to ensure that such is the case) the information contained in this
Offering Circular relating to it is in accordance with the facts and does not omit anything lik ely to affect
the import of such information.
Neither the Dealers nor the Arranger have separately verified the information contained herein.
Accordingly, no representation, warranty or undertak ing, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Arranger as to the accuracy or completeness of
the information contained in this Offering Circular or any other information provided by any of the Issuers
or the Guarantor in connection with the Programme or the Notes or their distribution. The s tatements
made in this paragraph are made without prejudice to the responsibility of the Issuers or the Guarantor
under the Programme.
No person is or has been authorised to give any information or to mak e any representation not contained
in or not consistent with this Offering Circular or any other information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by any of the Issuers, the Guarantor, or any of the Dealers or the
Arranger.
Neither this Offering Circular nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as
a recommendation or constituting an invitation or offer by any of the Issuers, the Guarantor or any of the
Dealers or the Arranger that any recipient of this Offering Circular or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should mak e its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuers and/or the Guarantor. Neither this
Offering Circular nor any other information supplied in connection with the Programme or the issue of
any Notes constitutes an offer by or on behalf of the Issuers, the Guarantor or any of the Dealers or the
Arranger to any person to subscribe for or to purchase any Notes.
The delivery of this Offering Circular does not at any time imply that the information contained herein
concerning the Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the
date indicated in the document containing the same. The Dealers and the Arranger expressly do not
undertak e to review the financial condition or affairs of the Issuers or the Guarantor during the life of the
Programme. Investors should review, inter alia, the most recently published audited annual non-
consolidated financial statements of the Bank and the most recently published audited annual non-
consolidated financial statements of HLB Guernsey when deciding whether or not to purchase any
Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor, the Dealers and the Arranger do not represent that this
document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been tak en by the Issuers, the Guarantor or the Dealers or the Arranger whic h
would permit a public offering of any Notes or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Offering Circular nor any advertisement or other offering material may be dis trib uted or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations and the Dealers have represented that all offers and sales b y them will

2

be made on the same terms. Persons into whose possession this Offering Circular or any Notes c ome
must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on
the distribution of this Offering Circular and the offer or sale of Notes in the United States, the United
Kingdom, Germany, Guernsey, Japan and the Netherlands (see "Subscription and Sale") below.
The Notes have not been and will not be registered under the United States Securities Act 1933, as
amended (the "Securities Act") and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons (see "Subscription and Sale" below).
All references in this document to "U.S. dollars", "U.S.$" and "U.S. c ent" refer to the currency of the
United States of America, those to "Japanese Yen" and "Yen" refer to the currency of Japan, those to
"Sterling" and "£" refer to the currency of the United Kingdom and those to "euro", "EUR" and "" are to
the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community.
In connection with any Tranche (as defined in "Summary of the Programme"), one of the Dealers will ac t
as a stabilising agent (the "Stabilising Agent"). The identity of the Stabilising Agent will b e dis c losed in
the relevant Pricing Supplement. References in the next paragraph to "this issue" are to each Tranche in
relation to which a Stabilisation Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him may over -
allot or effect transactions with a view to supporting the mark et price of the Notes at a level higher than
that which might otherwise prevail for a limited period after the issue date. However, there may be no
obligation on the Stabilising Agent or any agent of his to do this. Such stabilising, if commenced, may b e
discontinued at any time, and must be brought to an end after a limited period.

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TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 5
SUPPLEMENTARY OFFERING CIRCULAR.................................................................................. 6
SUMMARY OF THE PROGRAMME ............................................................................................. 7
FORM OF THE NOTES ............................................................................................................ 14
TERMS AND CONDITIONS OF THE NOTES .............................................................................. 16
USE OF PROCEEDS ............................................................................................................... 39
THE BANK .............................................................................................................................. 40
CAPITALISATION OF THE BANK .............................................................................................. 55
SUMMARY FINANCIAL STATEMENTS OF THE BANK ................................................................ 56
SUMMARY FINANCIAL STATEMENTS OF THE GROUP ............................................................. 60
HLB GUERNSEY ..................................................................................................................... 64
SUMMARY FINANCIAL STATEMENTS OF HLB GUERNSEY ....................................................... 66
TAXATION .............................................................................................................................. 68
SUBSCRIPTION AND SALE...................................................................................................... 72
FORM OF PRICING SUPPLEMENT ........................................................................................... 75
GENERAL INFORMATION........................................................................................................ 84
APPENDIX .............................................................................................................................. 85

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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Circular:
(i) the most recently published non-consolidated and consolidated audited annual financial statements
of the Bank; and
(ii) the most recently published non-consolidated audited annual financial statements (if any) of HLB
Guernsey; and
(iii) all supplements to this Offering Circular, including the relevant Pricing Supplement, circulated by the
Issuers from time to time in accordance with the provisions of the Programme Agreement described
herein,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular
to the extent that a statement contained in any such subsequent document which is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement (whether expres s ly , by
implication or otherwise).
Each of the Issuers and the Guarantor will provide, without charge, to each person to whom a copy of
this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the
documents deemed to be incorporated herein by reference unless such documents have been modified
or superseded as specified above. Requests for such documents should be directed to the relevant
Issuer or, as the case may be, the Guarantor, at its office set out at the end of this Offering Circ ula r. In
addition, such documents will be available, without charge, from the principal office in England of Merrill
Lynch International and of the paying agent in Luxembourg.

5

SUPPLEMENTARY OFFERING CIRCULAR
Each of the Issuers and the Guarantor has agreed, in connection with the listing of the Notes on the
Luxembourg Stock Exchange to supply the Luxembourg Stock Exchange with such documents and
information as may be necessary in connection with the listing of the Notes on the Luxembourg Stock
Exchange. Each of the Issuers and the Guarantor will prepare a revised or Supplemental Offering
Circular setting out the changes in the operations and financial condition of the Issuers and the
Guarantor at least every year after the date of this Offering Circular and each subsequent Offering
Circular.
Each Issuer with respect to itself and the Bank with respect to HLB Guernsey has given an undertak ing
to the Dealers and to the Luxembourg Stock Exchange that if at any time during the duration of the
Programme there is a significant change affecting any matter contained in this Offering Circular whose
inclusion would reasonably be required by investors and their professional advisers, and would
reasonably be expected by them to be found in this Offering Circular, for the purpose of making an
informed assessment of the assets and liabilities, financial position, profits and losses and pros pec ts of
the Bank or, as the case may be, HLB Guernsey, and the rights attaching to the Notes, each of the Bank,
HLB London and HLB Guernsey shall prepare an amendment or supplement to this Offering Circular for
use in connection with any subsequent offering of the Notes and shall supply to each Dealer and to the
Luxembourg Stock Exchange such number of copies of such supplement hereto as suc h Dealer and the
Luxembourg Stock Exchange may reasonably request.

6

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the
Notes" and "Terms and Conditions of the Notes" below shall have the same meanings in this summary.
Issuers:

Hamburgische Landesbank - Girozentrale -

Hamburgische Landesbank London Branch
Hamburgische LB Finance (Guernsey) Limited
Guarantor in respect of Notes issued
Hamburgische Landesbank - Girozentrale -

by Hamburgische LB Finance
(Guernsey) Limited:
Description:

Euro Medium Term Note Programme

Arranger:

Merrill Lynch International

Dealers:

BNP Paribas

Credit Suisse First Boston (Europe) Limited

Deutsche Bank AG London

Hamburgische Landesbank - Girozentrale -

Merrill Lynch International

J.P. Morgan Securities Ltd.

Morgan Stanley & Co. International Limited

Nomura International plc

Salomon Brothers International Limited*

UBS AG, acting through its business group UBS Warburg

The Issuers may from time to time terminate the
appointment of any dealer under the Programme or appoint
additional dealers either in respect of one or more
Tranches (which means Notes which are identical in all
respects (including the listing of them)) or in respec t of the
entire Programme. References in this Offering Circular to
"Permanent Dealers" are to the persons listed above as
Dealers and to such additional persons which are
appointed as dealers in respect of the entire Programme
(and whose appointment has not been terminated).
References to "Dealers" are to all Permanent Dealers and
all persons appointed as a dealer in respect of one or more
Tranches.
Agent:

Deutsche Bank AG London

Size:

Up to 20,000,000,000 (or its equivalent in other currencies
at the date of issue) aggregate nominal amount of Notes
outstanding at any time. The Issuers may increase the
amount of the Programme in accordance with the terms of

* Schroder is a trademark of Schroders Holdings plc and is used under license by Salomon Brothers International Limited

7

the Programme Agreement.
Distribution:

Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis.
Clearing Systems:

Clearstream, Luxembourg, Euroclear, and, in relation to
any Series, such other clearing system as may be agreed
between the Issuer, the Agent and the relevant Dealer.
Currencies:

Subject to compliance with all relevant laws, regulations
and directives, Notes may be issued in any currency as
may be agreed between the relevant Issuer, the Guarantor
and the relevant Dealer.

Issues of Notes denominated in Swiss Francs or carrying a
Swiss Franc related element with a maturity of more than
one year (other than Notes privately placed with a single
investor with no publicity) will be effected in compliance
with the relevant regulations of the Swiss National Bank
based on article 7 of the Federal Law on Banks and
Savings Banks of 8 November 1934 (as amended) and
article 15 of the Federal Law on Stock Exchanges and
Securities Trading of 24 March 1995 in connection with
article 2, paragraph 2 of the Ordinance of the Federal
Banking Commission on Stock Exchanges and Sec urities
Trading of 2 December 1996. Under the said regulations,
the relevant Dealer or, in the case of a syndicated issue,
the Lead Manager (the "Swiss Dealer"), must be a bank
domiciled in Switzerland (which includes branches or
subsidiaries of a foreign bank located in Switzerland) or a
securities dealer duly licensed by the Swiss Federal
Banking Commission pursuant to the Federal Law on Stock
Exchange and Securities Trading of 24 March 1995. The
Swiss Dealer must report certain details of the relevant
transaction to the Swiss National Bank no later than the
Issue Date of the relevant Notes.

Each issue of Notes denominated in a currency in res pec t
of which particular laws, guidelines, regulations, restrictions
or reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time
to time (see "Subscription and Sale" beginning on page 72).
Maturities:

Subject to compliance with all relevant laws, regulations
and directives, such maturities as may be agreed between
the relevant Issuer and the relevant Dealer and as
indicated in the applicable Pricing Supplement, subject to
such minimum or maximum maturities as may be allowed
or required from time to time by the relevant central bank
(or equivalent authority) or any laws or regulations
applicable to the Issuer or the relevant Specified Currenc y .
Unless otherwise permitted by then current laws,
regulations and directives, Subordinated Notes will have a

8

minimum maturity of five years.
Issue Price:

Notes may be issued on a fully-paid or a partly-paid basis
(the issue price of which will be payable in two or more
instalments) and at an issue price which is at par or at a
discount to, or premium over, par.
Form of Notes:

Each Tranche of Notes will be represented on issue by a
temporary global Note if (i) definitive Notes are to be made
available to Noteholders following the expiry of 40 days
after their issue date or (ii) such Notes have an initial
maturity of more than one year and are being issued in
compliance with the D Rules (as defined in "Summary of
the Programme - Selling Restrictions"), otherwise such
Tranche will be represented by a permanent global note.
Permanent global Notes will be exchangeable, unless
otherwise specified in the applicable Pricing Supplement, in
limited circumstances, in whole but not in part for definitive
Notes upon not less than 60 days' written notice to the
Agent as described in "Form of the Notes" below.
Initial Delivery of Notes:

On or before the issue date for each Tranche, the
temporary global Note representing Notes may (or, in the
case of Notes listed on the Luxembourg Stock Exchange,
shall) be deposited with a common depositary for Euroclear
and Clearstream, Luxembourg. Temporary global Notes
relating to Notes that are not listed on the Luxembourg
Stock Exchange may also be deposited with any other
clearing system or may be delivered outside any clearing
system provided that, the method of such delivery has been
agreed in advance by the relevant Issuer, the Agent and
the relevant Dealer.
Fixed Rate Notes:

Fixed interest will be payable in arrear on such date or
dates as may be agreed between the relevant Issuer, the
Guarantor (where relevant) and the relevant Dealer (as
indicated in the applicable Pricing Supplement) and on
redemption.

Interest will be calculated on the basis of a 360 day year
consisting of 12 months of 30 days each or on the
Actual/Actual - ISMA basis as specified in the applicable
Pricing Supplement (or such other basis as may be agreed
as indicated in the applicable Pricing Supplement).
Floating Rate Notes:

Floating Rate Notes will bear interest at a rate determined
either:

(i)
on the same basis as the floating rate under a
notional interest-rate swap transaction in the
relevant Specified Currency governed by an
agreement incorporating the 2000 ISDA Definitions
as published by the International Swaps and
Derivatives Association, Inc.; or

(ii)
on the basis of a reference rate appearing on the

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