Obligation Hessen-Thüringen Landesbank 0% ( XS1587906022 ) en USD

Hessen-Thüringen Landesbank

100 % ▲

Allemagne

XS1587906022 ( en USD )

29/03/2021 - Obligation échue

Prospectus brochure de l'obligation Landesbank Hessen-Thueringen (Helaba) XS1587906022 en USD 0%, échue

100 000 USD

140 000 000 USD

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 émise par Hessen-Thüringen Landesbank ( Allemagne ) , en USD, avec le code ISIN XS1587906022, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 29/03/2021

Prospectus
Dated 27 April 2021

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 shal 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.

Arranger
Citigroup

Dealers
Helaba

Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
JPMAG
Morgan Stanley
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.bourse.lu, 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 26 April 2022. 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 all 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 all 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 al reasonable enquiries have been made to ascertain al 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 sustainability bond framework or any eligible sustainable projects (including the Green Bond
Framework), any verification of whether such eligible sustainable projects meet the criteria set out in such sustainability
bond framework or the monitoring of the use of proceeds of the Notes issued under the Programme.

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

3

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 meaning 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". In particular, the Notes have not been and wil not be registered
under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States
of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America
or to U.S. persons.

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 (i ) a customer within the meaning of Directive
2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II. 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 (iii) not a qualified investor as defined in Article 2 of Regulation 2017/1129
as it forms part of English 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 English 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.

BENCHMARK 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 or other indices which are deemed benchmarks for the purposes of the Benchmark Regulation (Regulation

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(EU) 2016/1011). As at the date of this Prospectus, SONIA®, SOFR® and STR® do not fall within the scope of the
Benchmark Regulation. 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 Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Register"), while the Bank of
England, the Federal Reserve Bank of New York and the European Central Bank do not appear on the Benchmarks
Register. The relevant Final Terms will specify whether EMMI, the Bank of England, the Federal Reserve Bank of New
York, the European Central Bank, 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 allotment 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 materially
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 following 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.
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

5

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).

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;
(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.

6

TABLE OF CONTENTS

RESPONSIBILITY STATEMENT OF LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE ...................................... 3
IMPORTANT NOTICE ............................................................................................................................................................ 3
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................................. 3
General ............................................................................................................................................................................ 3
Programme Limit ............................................................................................................................................................. 3
Series of Notes ................................................................................................................................................................ 3
Placement and Underwriting ........................................................................................................................................... 3
Listing and Admission to Trading .................................................................................................................................... 3
RISK FACTORS ..................................................................................................................................................................... 4
I. Risk Factors regarding Helaba as Issuer at the regulatory group level ........................................................................... 4
II. Risk Factors regarding the Notes ................................................................................................................................... 9
USE OF PROCEEDS ............................................................................................................................................................ 22
TERMS AND CONDITIONS OF THE NOTES AND THE PFANDBRIEFE.......................................................................... 23
I. General Information applicable to the Notes and Pfandbriefe ....................................................................................... 24
II. Terms and Conditions of the Notes and of the Pfandbriefe (German language version) ............................................. 26
III. Terms and Conditions of the Notes and of the Pfandbriefe (English language version) ........................................... 230
IV. Form of Final Terms applicable to Notes and to the Pfandbriefe .............................................................................. 418
V. Information relating to Pfandbriefe ............................................................................................................................. 463
WARNING REGARDING TAXATION ................................................................................................................................ 468
SUBSCRIPTION AND SALE .............................................................................................................................................. 469
United States of America ................................................................................................................................................ 469
Japan ............................................................................................................................................................................... 470
European Economic Area ............................................................................................................................................... 471
United Kingdom ............................................................................................................................................................... 471
Republic of Italy ............................................................................................................................................................... 472
The People's Republic of China ...................................................................................................................................... 472
Hong Kong ...................................................................................................................................................................... 473
Singapore ........................................................................................................................................................................ 473
Switzerland ...................................................................................................................................................................... 474
General ............................................................................................................................................................................ 474
DESCRIPTION OF LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE ............................................................... 475
1. Statutory Auditors ..................................................................................................................................................... 475
2. Information about the Issuer ..................................................................................................................................... 475
2.1.
History and Development of Helaba ............................................................................................................... 475
2.2.
Supervision and Deposit Protection and Investor Compensation Scheme .................................................... 475
3. Business Overview ................................................................................................................................................... 476
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4. Organisational Structures ......................................................................................................................................... 478
5. Trend Information ...................................................................................................................................................... 478
6. Administrative, Management and Supervisory Bodies ............................................................................................. 480
6.1.
Board of Owners ............................................................................................................................................. 480
6.2.
Supervisory Board ........................................................................................................................................... 482
6.3.
Board of Managing Directors .......................................................................................................................... 485
6.4.
Administrative, management, and supervisory bodies conflicts of interests................................................... 487
7. Major Shareholders ................................................................................................................................................... 487
8. Information concerning Helaba's Assets and Liabilities, Financial Position and Profits and Losses ....................... 488
8.1.
Historical Financial Information ....................................................................................................................... 488
8.2.
Auditing of Historical Annual Financial Information ......................................................................................... 488
8.3.
Legal and Arbitration Proceedings .................................................................................................................. 489
8.4.
Significant change in Helaba's Financial Position ........................................................................................... 489
9. Third Party Information ............................................................................................................................................. 489
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... 490
GENERAL INFORMATION ................................................................................................................................................ 492
Authorisations .............................................................................................................................................................. 492
Clearance .................................................................................................................................................................... 492
TEFRA Rules .............................................................................................................................................................. 492
Payments .................................................................................................................................................................... 492
Ratings ........................................................................................................................................................................ 492
Senior Unsecured Debt with/without preferential right to payment ............................................................................. 493
Financial Strength ....................................................................................................................................................... 494
Joint S-Group Rating awarded to S-Finanzgruppe Hessen-Thüringen ...................................................................... 494
Notification ................................................................................................................................................................... 494
Documents on Display ................................................................................................................................................ 495
ADDRESS LIST .................................................................................................................................................................. 496

2

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 all 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.bourse.lu) 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.

3

RISK FACTORS

Investing in the Notes involves certain risks. Prospective investors should consider that the following factors
may affect the ability of the Issuer to fulfil its obligations under the Notes and/or are material for the purpose of
assessing the market risks associated with Notes. If one or more of the risks described below occurs, this may
result in material decreases in the price of the Notes or, in the worst-case scenario, in total loss of interest and
capital invested by the holders of the Notes (the "Holders" and each an "Holder").
Any materialisation of the risks further specified below could have a material adverse effect on the Issuer's business,
financial condition and results of operations, which in turn will have a negative impact on the Notes and is detrimental to
Holders (including the risk of a total loss of interest and capital invested by the Holders).

This section "Risk Factors" comprises the following parts:

I.
Risk Factors regarding Helaba as Issuer at the regulatory group1 level; and

II. Risk Factors regarding the Notes.

I. Risk Factors regarding Helaba as Issuer at the regulatory group level

The following section describes material and specific risks relating to the Issuer at the regulatory group level to which the
investor is exposed by acquiring the debt securities. Recognition of such risks is materially important to a sound
investment decision for debt securities issued under the Prospectus.

Potential investors should also consider that the described risks are interrelated and as a result can reciprocally influence
and enhance each other.

The risk factors are sub-divided into categories (Subsections 1.1 and 1.2) according to their character. In the first category
(Subsection 1.1), the three risk factors judged most significant by the Issuer are addressed first, while in the second
category (Subsection 1.2), the two risk factors judged most significant by the Issuer are addressed first.

The order of appearance of the risk factors that follow after the most significant risk factors within the same category is not
indicative of the Issuer's opinion regarding the significance of such risk factors.

The Issuer assessed the significance of the risk factors on the basis of the probability of their occurrence and the
anticipated extent of their negative effects on the Issuer's ability to meet its payment obligations under the Notes.

1.1
Business operational risks of Helaba
The following types of risks result directly from Helaba's business operations. The structured risk inventory process, which
is implemented annually and, where necessary, in response to relevant developments, examines which risks have the
potential to damage Helaba's financial position (including capital resources), financial performance or liquidity position to a
material degree.

The material risks that result from Helaba's business operations are counterparty default or credit risk, market risk and
liquidity and funding risk.

1.1.1 Default risk or credit risk
The lending business represents a significant core business for Helaba. Accordingly, Helaba is exposed to counterparty
default or credit risk.
The default risk or credit risk is defined as the potential economic loss that can arise as a result of non-payment by or a
deterioration in the creditworthiness of borrowers, issuers, counterparties or equity investments and as a result of

1 Helaba regulatory group within the meaning of the KWG and the CRR (as defined below).

4