Obligation Hessen-Thüringen Landesbank 0.125% ( XS1382379318 ) en EUR

Hessen-Thüringen Landesbank

100 % ⇌

Allemagne

XS1382379318 ( en EUR )

0.125% par an ( paiement annuel )

21/11/2022 - Obligation échue

Prospectus brochure de l'obligation Landesbank Hessen-Thueringen (Helaba) XS1382379318 en EUR 0.125%, échue

100 000 EUR

1 000 000 000 EUR

Helaba est une banque publique allemande, opérant principalement en Hesse et en Thuringe, offrant une large gamme de services financiers aux entreprises, aux institutions publiques et aux particuliers.

L'obligation allemande XS1382379318 émise par la Landesbank Hessen-Thueringen (Helaba) d'une valeur nominale totale de 1 000 000 000 EUR, avec un coupon de 0,125% et une taille minimale d'achat de 100 000 EUR, est arrivée à échéance le 21 novembre 2022 et a été intégralement remboursée à son prix nominal de 100%.

Prospectus
Dated 29 April 2024

This document constitutes two base prospectuses: (i) the base prospectus of Helaba Landesbank Hessen-Thüringen
Girozentrale ("Helaba") in respect of non-equity securities within the meaning of Art. 2 (c) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017, as amended from time to time (the "Prospectus Regulation");
and (ii) the base prospectus of Helaba Landesbank Hessen-Thüringen Girozentrale in respect of Pfandbriefe (together, the
"Prospectus") (Helaba is also referred to as the "Issuer" or the "Bank" and, together with its consolidated subsidiaries, the
"Helaba Group"). This Prospectus constitutes a prospectus for the purposes of Article 8(1) of the Prospectus Regulation.

Helaba
Landesbank Hessen-Thüringen Girozentrale
(incorporated as a public law institution in the Federal Republic of Germany)
Euro 35,000,000,000
Debt Issuance Programme for the issue of the Notes (including Pfandbriefe)
(the "Programme")

In relation to Notes issued under this Programme (the "Notes", which term shall include references to Pfandbriefe where
the context so permits), the Prospectus has been approved by the Commission de Surveillance du Secteur Financier
(the "CSSF") of the Grand Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent
Authority") under the Prospectus Regulation and the Luxembourg act relating to prospectuses for securities dated 16 July
2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE)
2017/1129, the "Luxembourg Law"). The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the Issuer that is subject of this Prospectus. Further, such approval should not be considered as an
endorsement of the quality of the securities that are the subject of this Prospectus. The CSSF gives no undertaking as to
the economic and financial soundness of the transaction or the quality or solvency of the Issuer. Investors should make
their own assessment as to the suitability of investing in the Notes.

Notes wil have a minimum denomination of EUR 100,000 or, if in any currency other than Euro, in an amount in such other
currency equal to or exceeding the equivalent of EUR 100,000 at the time of the trade date of the Notes.

Application has been made to list Notes (including Pfandbriefe) on the Official List of the Luxembourg Stock Exchange
and/or on the Frankfurt Stock Exchange and to trade the Notes on the regulated market of the Luxembourg Stock Exchange
and/or the regulated market of the Frankfurt Stock Exchange. These regulated markets are regulated markets for the
purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II").

In order to be able to list certain Notes on a Regulated Market of a Stock Exchange, the Issuer applied for a notification of
the Prospectus pursuant to Article 25 of the Prospectus Regulation into the Federal Republic of Germany ("Germany"). The
Issuer may request the CSSF to provide competent authorities in additional host Member States within the European
Economic Area with a notification.

The Prospectus may be filed in Switzerland with a review body (Prüfstelle) approved by the Swiss Financial Market
Supervisory Authority FINMA ("FINMA") as a foreign prospectus that is deemed approved by the review body (Prüfstel e)
in accordance with Article 54(2) and (3) of the Swiss Federal Financial Services Act ("FinSA") for entry on the list of approved
prospectuses according to Article 64(5) FinSA, deposited with this review body and published according to Article 64 FinSA.
Notwithstanding anything else in this Prospectus, the Issuer may make offers of Notes to the public in Switzerland ("Swiss
Non-exempt Offers"). In accordance with Article 36(4)(b) FinSA, the Issuer consents, to the extent and under the
conditions, if any, specified in the applicable Final Terms, to the use of the Prospectus and the applicable Final Terms by
any Dealer and/or any financial intermediary specified in the applicable Final Terms under "Financial intermediaries granted
specific consent to use the Prospectus for Swiss Non-exempt Offers" for a Swiss Non-exempt Offer on the basis of and in
accordance with the Prospectus and the applicable Final Terms. The Issuer and the relevant financial

intermediary/intermediaries may also make offers of Notes in Switzerland pursuant to an exemption under Article 36(1)
FinSA or where such offers do not qualify as a public offer in Switzerland.

Arranger
Citigroup

Dealers
Helaba

Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
Morgan Stanley
NATIXIS
NatWest Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit

This Prospectus, any supplement thereto and any document incorporated by reference wil be published in electronic form
on the website of the Luxembourg Stock Exchange under www.luxse.com, wil be available free of charge at the specified
offices of the Issuer and wil be published in electronic form on the website of the Issuer under
https://www.helaba.com/int/programmes. This Prospectus replaces and supersedes any previous prospectuses, offering
circulars or supplements thereto relating to the Programme.

The validity of the Prospectus will expire on 29 April 2025. Any obligation to supplement a prospectus in the event
of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no
longer valid.

Potential investors should be aware that any website referred to in this document does not form part of this
Prospectus, unless expressly incorporated by reference into this Prospectus, and has not been scrutinised or
approved by the CSSF.

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RESPONSIBILITY STATEMENT OF
LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

Helaba, with its registered offices in Erfurt and Frankfurt am Main, is solely responsible for the information given in this
Prospectus.

The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus for which it is responsible, is to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect the import of such information.
IMPORTANT NOTICE

This Prospectus should be read and understood in conjunction with any supplement thereto and with the documents
incorporated by reference. Full information on the Issuer and any tranche of Notes is only available on the basis of the
combination of the Prospectus, including any supplements thereto, any document incorporated by reference, the relevant
final terms (the "Final Terms").

The Issuer has confirmed to the dealers set forth on the cover page (each a "Dealer" and together, the "Dealers") that this
Prospectus contains al information with regard to the Issuer and the Notes which is material in the context of the Programme
and the issue and placement of Notes thereunder; that the information contained herein with respect to the Issuer and the
Notes is accurate in al material respects and is not misleading; that the opinions and intentions expressed herein are
honestly held; that there are no other facts with respect to the Issuer or the Notes, the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading and that
all reasonable enquiries have been made to ascertain all facts material for the purposes aforesaid.

The Issuer has undertaken with the Dealers to supplement this Prospectus if and when the information herein should
become materially inaccurate or incomplete, and has further agreed with the Dealers to furnish a supplement to the
Prospectus mentioning every significant new factor, material mistake or inaccuracy to the information included in this
Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time when
this Prospectus has been approved and trading of any tranche of Notes on a regulated market begins, in respect of Notes
issued on the basis of this Prospectus.

No person has been authorised to give any information which is not contained in, or not consistent with, this Prospectus or
any other document entered into in relation to the Programme or any information supplied by the Issuer or such other
information as in the public domain and, if given or made, such information must not be relied upon as having been
authorised by the Issuer, the Dealers or any of them.

Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible
for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any other document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none
of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.

Neither the Arranger nor any Dealer has separately verified the information contained in this Prospectus. Therefore, neither
the Arranger nor any Dealer makes any representation, expressly or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any information contained in this Prospectus.

None of the Dealers (also in their capacity as green or ESG structuring agent), any of their affiliates or any other person
mentioned in this Prospectus makes any representation as to the suitability of the Notes to fulfil environmental and
sustainability criteria required by any prospective investors. The Dealers have not undertaken, nor are responsible for, any
assessment of any green bond framework, framework for social bonds or any eligible green or social projects (including the
Issuer's Green Bond Framework (as defined below)), any verification of whether such eligible green or social projects meet
the criteria set out in such green bond framework or framework for social bonds or the monitoring of the use of proceeds of
the Notes issued under the Programme.

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This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of
issue. The delivery of this Prospectus, any supplement thereof, or any Final Terms and the placement, sale or delivery of
any Notes may not be taken as an implication that the information contained in such documents is accurate and complete
subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the
Issuer since that date or that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Prospectus, any supplement thereof and any Final Terms and the placement, sale and delivery of
the Notes in certain jurisdictions may be restricted by law.

Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes wil be issued in
bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, any U.S. person. The term "U.S. person"
has the meanings ascribed to it in Regulation S under the Securities Act ("Regulation S") and the U.S. Internal Revenue
Code of 1986, as amended (the "Code") and regulations thereunder. The Notes are being offered and sold outside the
United States to non-U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time by
any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus,
see "Subscription and Sale".

Persons into whose possession this Prospectus or any Final Terms comes are required to inform themselves about and
observe any such restrictions. For a description of restrictions applicable in the United States of America, Japan, the
European Economic Area, the United Kingdom, the Republic of Italy, The People's Republic of China, Hong Kong,
Singapore and Switzerland see "Subscription and Sale".

IMPORTANT EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (i i) not a
qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling of the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.

IMPORTANT UK RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA¸ or (ii ) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the EUWA ("UK Prospectus Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.

Singapore Securities and Futures Act Product Classification In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified
before an offer of Notes, the Issuer has determined, and hereby notifies al relevant persons (as defined in Section 309A(1)
of the SFA), that the Notes issued under the Programme are 'prescribed capital markets products' (as defined in the CMP

4

Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

BENCHMARKS REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION

Amounts payable under the Notes may be calculated by reference to EURIBOR®, which is currently provided by European
Money Markets Institute ("EMMI"), SONIA®, which is currently provided by the Bank of England, SOFR®, which is currently
provided by the Federal Reserve Bank of New York, STR® which is currently provided by the European Central Bank, to
the CMS rate, which is provided by the ICE Benchmark Administration Limited ("IBA"), SORA, which is currently provided
by the Monetary Authority of Singapore ("MAS"), or other indices which are deemed benchmarks for the purposes of the
Benchmarks Regulation (Regulation (EU) 2016/1011). As at the date of this Prospectus, EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Register"), while the
Bank of England, the Federal Reserve Bank of New York, the European Central Bank, IBA and MAS do not appear on the
Benchmarks Register. As at the date of this Prospectus, the exemption set out in Article 2 of the Benchmarks Regulation
(Regulation (EU) 2016/1011) applies to the Bank of England, the Federal Reserve Bank of New York, the European Central
Bank and MAS, so that SONIA®, SOFR®, STR® and SORA may be used without any recognition, endorsement or
equivalence. The relevant Final Terms will specify whether EMMI, the Bank of England, the Federal Reserve Bank of New
York, the European Central Bank, IBA or MAS, as the case may be, the administrator of a successor reference rate to
EURIBOR® or the administrator of another relevant index deemed a benchmark appear in the Benchmarks Register as of
the date of such Final Terms, if relevant.
STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time,
but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after
the date of the al otment of the relevant Tranche of Notes.

Any stabilisation action or over allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s)
acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts
not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "wil " and similar terms
and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus containing
information on future earning capacity, plans and expectations regarding the Helaba Group's business and management,
its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including Helaba Group's financial condition and results of operations, to differ material y
from and be worse than results that have expressly or implicitly been assumed or described in these forward-looking
statements. Helaba Group's business is also subject to a number of risks and uncertainties that could cause a forward-
looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly
advised to read the fol owing sections of this Prospectus: "Risk Factors" and "Description of Landesbank Hessen-Thüringen
Girozentrale". These sections include more detailed descriptions of factors that might have an impact on Helaba Group's
business and the markets in which it operates.

5

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking
statement or to conform these forward-looking statements to actual events or developments.
ESG Ratings
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management arrangements
established to mitigate those risks has been or may be assessed by several agencies, among others, through
Environmental, Social and Governance ratings ("ESG ratings").

ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ. The
Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial performance, or any future
ability to service the Notes and are only current as of the dates on which they were initially issued. Prospective investors
must determine for themselves the relevance of any such ESG ratings information contained in this Prospectus or elsewhere
in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Issuer or
any other person to buy, sell or hold the Notes. Currently, the providers of such ESG ratings are not subject to any regulatory
or other similar oversight in respect of their determination and award of ESG ratings. For more information regarding the
assessment methodologies used to determine ESG ratings, please refer to the relevant ratings agency's website (which
website does not form a part of, nor is incorporated by reference in, this Prospectus).

Alternative Performance Measures
Certain financial measures presented in this Prospectus and in the documents incorporated by reference are not recognised
financial measures under International Financial Reporting Standards as adopted by the European Union ("IFRS")
("Alternative Performance Measures") and may therefore not be considered as an alternative to the financial measures
defined in the accounting standards in accordance with general y accepted accounting principles. The Alternative
Performance Measures are intended to supplement investors' understanding of the Helaba Group's financial information by
providing measures which investors, financial analysts and management use to help evaluate the Helaba Group's financial
leverage and operating performance. Special items which the Issuer does not believe to be indicative of ongoing business
performance are excluded from these calculations so that investors can better evaluate and analyse historical and future
business trends on a consistent basis. Definitions of these Alternative Performance Measures may not be comparable to
similar definitions used by other companies and are not a substitute for similar measures according to IFRS.

SUITABILITY

Each potential investor in Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained or incorporated by reference into
this Prospectus or any supplement hereto;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation and the investment(s) it is considering, an investment in the Notes and the impact the
Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of financial
markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in accordance with
the laws and practices of the country where the Notes are transferred or other jurisdictions;

6

(vi)
ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale and
redemption of the Notes; and
(vii)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

THIS PROSPECTUS MAY ONLY BE USED FOR THE PURPOSE FOR WHICH IT HAS BEEN PUBLISHED. THIS
PROSPECTUS AND ANY FINAL TERMS MAY NOT BE USED FOR THE PURPOSE OF AN OFFER OR SOLICITATION
BY AND TO ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

THIS PROSPECTUS, ANY SUPPLEMENTS THERETO AND ANY FINAL TERMS DO NOT CONSTITUTE AN OFFER
OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY OF THE NOTES.

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TABLE OF CONTENTS

RESPONSIBILITY STATEMENT OF LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE ...................................... 3
IMPORTANT NOTICE ............................................................................................................................................................ 3
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................................... 10
General .......................................................................................................................................................................... 10
Programme Limit ........................................................................................................................................................... 10
Series of Notes .............................................................................................................................................................. 10
Placement and Underwriting ......................................................................................................................................... 10
Listing and Admission to Trading .................................................................................................................................. 10
RISK FACTORS ................................................................................................................................................................... 12
I. Risk Factors regarding Helaba as Issuer at the Helaba Regulatory Group level .......................................................... 12
II. Risk Factors regarding the Notes ................................................................................................................................. 18
USE OF PROCEEDS ............................................................................................................................................................ 31
GREEN BOND RELATED DISCLOSURE ........................................................................................................................... 32
TERMS AND CONDITIONS OF THE NOTES AND THE PFANDBRIEFE.......................................................................... 34
I. General Information applicable to the Notes and Pfandbriefe ....................................................................................... 35
II. Terms and Conditions of the Notes and of the Pfandbriefe (German language version) ............................................. 37
III. Terms and Conditions of the Notes and of the Pfandbriefe (English language version) ........................................... 262
IV. Form of Final Terms applicable to Notes and to the Pfandbriefe .............................................................................. 469
V. Information relating to Pfandbriefe ............................................................................................................................. 525
WARNING REGARDING TAXATION ................................................................................................................................ 531
SUBSCRIPTION AND SALE .............................................................................................................................................. 532
United States of America ................................................................................................................................................ 532
Japan ............................................................................................................................................................................... 533
European Economic Area ............................................................................................................................................... 534
United Kingdom ............................................................................................................................................................... 534
Republic of Italy ............................................................................................................................................................... 535
The People's Republic of China ...................................................................................................................................... 535
Hong Kong ...................................................................................................................................................................... 536
Singapore ........................................................................................................................................................................ 536
Switzerland ...................................................................................................................................................................... 536
General ............................................................................................................................................................................ 537
DESCRIPTION OF LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE ............................................................... 538
1. Statutory Auditors ..................................................................................................................................................... 538
2. Information about the Issuer ..................................................................................................................................... 538
2.1.
History and Development of Helaba ............................................................................................................... 538
2.2.
Supervision and Deposit Protection and Investor Compensation Scheme .................................................... 538
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3. Business Overview ................................................................................................................................................... 539
4. Organisational Structures ......................................................................................................................................... 540
5. Trend Information ...................................................................................................................................................... 541
6. Administrative, Management and Supervisory Bodies ............................................................................................. 544
6.1.
Board of Owners ............................................................................................................................................. 544
6.2.
Supervisory Board ........................................................................................................................................... 546
6.3.
Board of Managing Directors .......................................................................................................................... 550
6.4.
Administrative, management, and supervisory bodies conflicts of interests................................................... 552
7. Major Shareholders ................................................................................................................................................... 552
8. Information concerning Helaba's Assets and Liabilities, Financial Position and Profits and Losses ....................... 553
8.1.
Historical Financial Information ....................................................................................................................... 553
8.2.
Auditing of Historical Annual Financial Information ......................................................................................... 553
8.3.
Legal and Arbitration Proceedings .................................................................................................................. 553
8.4.
Significant change in Helaba's Financial Position ........................................................................................... 553
9. Third Party Information ............................................................................................................................................. 554
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... 555
GENERAL INFORMATION ................................................................................................................................................ 557
Authorisations .............................................................................................................................................................. 557
Clearance .................................................................................................................................................................... 557
TEFRA Rules .............................................................................................................................................................. 557
Payments .................................................................................................................................................................... 557
Ratings ........................................................................................................................................................................ 557
Senior Unsecured Debt with/without preferential right to payment ............................................................................. 558
Financial Strength ....................................................................................................................................................... 559
Joint S-Group Rating awarded to S-Finanzgruppe Hessen-Thüringen ...................................................................... 559
Notification ................................................................................................................................................................... 559
Documents on Display ................................................................................................................................................ 560
ADDRESS LIST .................................................................................................................................................................. 561

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GENERAL DESCRIPTION OF THE PROGRAMME

General

Under the Programme, Helaba may from time to time issue Notes denominated in any currency agreed between the Issuer
and the relevant Dealer(s). The Issuer may increase the amount of the Programme in accordance with the terms of the
Dealer Agreement from time to time. Helaba may issue Notes in the form of Mortgage Pfandbriefe (Hypothekenpfandbriefe)
or Public Sector Pfandbriefe (Öffentliche Pfandbriefe).

Programme Limit

The maximum aggregate principal amount of al Notes at any one time outstanding under the Programme will not exceed
EUR 35,000,000,000 (or its equivalent in other currencies). Notes wil be issued in such denominations as may be agreed
and specified in the relevant Final Terms, save that the minimum denomination of the Notes wil be EUR 100,000 or, if in
any currency other than Euro, in an amount in such other currency equal to or exceeding the equivalent of EUR 100,000 at
the time of the trade date of the Notes.

Series of Notes

Notes will be issued on a continuous basis in Tranches with no minimum issue size, each Tranche consisting of Notes which
are identical in al respects. One or more Tranches, which are expressed to be consolidated and forming a single series
and identical in all respects, but having different issue dates, interest commencement dates, issue prices and dates for first
interest payments may form a series of Notes. Further Notes may be issued as Part of an existing Series. The specific terms
of each Tranche wil be set forth in the applicable Final Terms.

Placement and Underwriting

The Notes may be issued to one or more of the Dealers and any additional dealer appointed under the Programme from
time to time, which appointment may be for a specific issue or on an ongoing basis and may be sold on a syndicated and
non-syndicated basis pursuant to respective subscription agreements.

Notes may be distributed by way of public or private placements and, in each case, on a syndicated or non-syndicated
basis. The method of distribution of each Tranche wil be stated in the relevant Final Terms.

The Issuer may issue Notes under the Programme without the involvement of any Dealer.

When using the Prospectus, each Dealer and/or relevant further financial intermediary must make certain that it complies
with all applicable laws and regulations in force in the respective jurisdictions.

The Prospectus may only be delivered to potential investors together with al supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.luxse.com) and on the website of the Issuer (https://www.helaba.com/int/programmes).

Listing and Admission to Trading

Application may be made to list Notes issued under the Programme on the Official List of the Luxembourg Stock Exchange
and/or the Frankfurt Stock Exchange and to admit to trading the Notes on the Regulated Market of the Luxembourg Stock
Exchange (Bourse de Luxembourg) or its professional segment and/or on the Regulated Market of the Frankfurt Stock
Exchange. Each of the Luxembourg Stock Exchange's Regulated Market and the Frankfurt Stock Exchange's Regulated
Market is a regulated market for the purposes of MiFID II. The Programme provides that Notes may be listed on the
Luxembourg Euro MTF market or other or further stock exchanges, as may be agreed between the Issuer and the relevant
Dealer(s) in relation to each Series, as specified in the relevant Final Terms. Notes may further be issued under the
Programme without being listed on any stock exchange.

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