Bond Norddeutsche Privatbank 4.188% ( XS0104723266 ) in EUR

Norddeutsche Privatbank

100 % ⇌

Germany

XS0104723266 ( in EUR )

4.188% per year ( payment 1 time a year)

25/11/2039

Prospectus brochure of the bond HSH Nordbank XS0104723266 en EUR 4.188%, maturity 25/11/2039

86 000 EUR

86 000 000 EUR

25/02/2026 ( In 16 days )

HSH Nordbank is a German commercial bank specializing in financing large-scale infrastructure projects and providing financial services to corporate and institutional clients.

The Bond issued by Norddeutsche Privatbank ( Germany ) , in EUR, with the ISIN code XS0104723266, pays a coupon of 4.188% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/11/2039

INFORMATION MEMORANDUM
Landesbank
Schleswig-Holstein
Girozentrale
and
LB Schleswig-Holstein
Finance B.V.
Amounts payable in respect of Notes issued by LB Schleswig-Holstein Finance B.V. will be unconditionally
and irrevocably guaranteed by Landesbank Schleswig-Holstein Girozentrale
U.S.$25,000,000,000
Global Medium Term Note Programme
On 12th May, 1995 Landesbank Schleswig-Holstein Girozentrale (the "Bank'') entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme. The
Euro Medium Term Note Programme was increased to U.S.$3,000,000,000 on 1st March, 1996, increased further to U.S.$10,000,000,000 on 1st June, 1997,
increased further to U.S.$20,000,000,000 on 25th April, 2001, and increased further to U.S.$25,000,000,000 on 12th September, 2002, in each case, in accordance
with its terms. On 21st July, 1998, LB Schleswig-Holstein Finance B.V. ("Finance'') was added as an issuer under the Euro Medium Term Note Programme. This
Information Memorandum supersedes any previous Information Memorandum. Any Notes (as defined below) issued under the Programme (as defined below) after the
date hereof are issued subject to the provisions set out herein. This Information Memorandum does not affect any Notes already issued.
Under this U.S.$25,000,000,000 Global Medium Term Note Programme (the "Programme''), each of the Bank and Finance (each an "Issuer'' and
together the "Issuers''), may from time to time issue notes (the "Notes'' which expression shall include Senior Notes and Subordinated Notes (as defined
herein)) denominated in any currency agreed between the Issuer of such Notes (the "relevant Issuer'') and the relevant Dealer(s) (as defined below).
Payments of all amounts payable in respect of Notes issued by Finance will be unconditionally and irrevocably guaranteed by the Bank.
The maximum aggregate nominal amount of all Notes issued under the Programme from time to time outstanding will not exceed
U.S.$25,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 8 and any additional Dealer appointed under the
Programme from time to time by the relevant Issuer, 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.
Notes may be governed by English law ("Euro Notes''). Euro Notes may be issued in bearer or in registered form (respectively "Bearer Notes"
and "Registered Notes"). Notes may be governed by German law. Notes governed by German law which are deposited with Clearstream Banking AG
("Clearstream, Frankfurt") are herein referred to as "Clearstream, Frankfurt Notes''. Notes governed by German law which are deposited with a common
depositary for Euroclear (as defined below) and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other agreed clearance
system other than Clearstream, Frankfurt are referred to herein as "German Euro Notes''. Clearstream, Frankfurt Notes and German Euro Notes are
together referred to herein as "German Notes''. Each Issuer may agree with any Dealer that Notes may be issued in a form other than the forms described
herein, in which event a supplementary Information Memorandum, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Application has been made to list Notes issued under the Programme on the Luxembourg Stock Exchange during the period of twelve months
from the date of this Information Memorandum and application may, in the future, be made in certain circumstances to list Notes ("Paris Listed Notes")
on Euronext Paris S.A. ("Euronext Paris"). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the
Notes") of Notes will be set forth in a pricing supplement (the "Pricing Supplement'') which will be delivered, with respect to Notes to be listed on the
Luxembourg Stock Exchange, to the Luxembourg Stock Exchange and, in respect of Paris Listed Notes, to the Commission des Opérations de Bourse (the
"COB'') on or before the issue date of the Notes of such Tranche.
The Notes of each Tranche (as defined on page 24) will (unless otherwise specified in the applicable Pricing Supplement) initially be represented
by a temporary global Note which will be deposited on or prior to the issue date thereof with a common depositary on behalf of Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear''), and Clearstream, Luxembourg, with Clearstream, Frankfurt and/or with any other agreed
clearance system (including, in the case of Registered Notes, The Depositary Trust Company ("DTC"), and in the case of Notes listed on Euronext Paris,
Euroclear France S.A. and the Intermédiaries financiers habilités authorised to maintain accounts therein (together, "Euroclear France"). See "Form of the
Notes'' below.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer, the Guarantor
(as defined under "Terms and Conditions of the Notes") (if the Issuer is Finance) and the relevant Dealer. The Issuer may also issue unlisted Notes. This
Information Memorandum has not been submitted to the clearance procedures of, nor registered by, the COB and no Notes may be listed on Euronext
Paris unless and until a prospectus incorporating this Information Memorandum (a "Document de Base") has been approved by the COB and a registration
number granted with respect thereto.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is available. See "Form of the Notes" for a description of the manner in which Notes will be
issued. Registered Notes are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions".
Arranger
LEHMAN BROTHERS
Dealers
CREDIT SUISSE FIRST BOSTON
DAIWA SECURITIES SMBC EUROPE
GOLDMAN SACHS INTERNATIONAL
JPMORGAN
LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
SCHRODER SALOMON SMITH BARNEY
UBS WARBURG
The date of this Information Memorandum is 12th September, 2002.

Each of the Bank and Finance, having made all reasonable enquiries, confirms that this Information
Memorandum, in its opinion, contains all information with respect to the Bank, Finance, the Bank and its
subsidiaries (the "Group'') and the Notes which is material in the context of the Programme, that the information
contained in this Information Memorandum is true and accurate in all material respects and is not misleading,
that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are
no other facts the omission of which would make any of such information or the expression of any such opinions
or intentions misleading. Each of the Bank and Finance accepts responsibility for the information contained in
this Information Memorandum. To the best of the knowledge and belief of the Bank and Finance (each having
taken all reasonable care to ensure that such is the case) the information contained in this Information
Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such
information. Each of the Bank and Finance accepts responsibility accordingly.
This Information Memorandum is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference'' below). This Information
Memorandum shall be read and construed on the basis that such documents are incorporated and form part of
this Information Memorandum.
The Dealers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers
as to the accuracy or completeness of the information contained in this Information Memorandum or any other
information provided by the Bank and/or Finance in connection with the Programme or the Notes or their
distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Bank
and Finance under the Programme.
No person is or has been authorised to give any information or to make any representation not contained in
or not consistent with this Information Memorandum 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 the Bank, Finance or any of the Dealers.
Neither this Information Memorandum nor any other information supplied in connection with the
Programme or the 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 the Bank, Finance or any of the Dealers
that any recipient of this Information Memorandum or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer.
Each Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms
and Conditions of the Notes herein, in which case a supplementary Information Memorandum, if appropriate, will
be made available which will describe the effect of the agreement reached in relation to such Notes.
Neither delivery of this Information Memorandum nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Bank and/or Finance 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
expressly do not undertake to review the financial condition or affairs of the Bank or Finance during the life of
the Programme or to advise any investor in the Notes of any information coming to their attention. Investors
should review, inter alia, financial statements of the relevant Issuer and the Bank (where the relevant Issuer is
Finance) incorporated herein by reference when deciding whether or not to purchase any Notes.
The distribution of this Information Memorandum and the offer or sale of Notes may be restricted by law in
certain jurisdictions. None of the Bank, Finance and the Dealers represent that this document may be lawfully
distributed, or that the 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 taken by the Bank,
Finance or the Dealers which would permit a public offering of the Notes or distribution of this document in any
jurisdiction where action for that purpose is required.
2

Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Information
Memorandum nor any advertisement or other offering material may be distributed 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 by them will be made on the same terms. Persons into
whose possession this Information Memorandum or any Notes come must inform themselves about, and observe,
any such restrictions. In particular, there are restrictions on the distribution of this Information Memorandum and
the offer or sale of Notes in the United States, the United Kingdom, Japan, France, Germany and the Netherlands
(see "Subscription and Sale and Transfer and Selling Restrictions'' below).
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax
regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code
and the regulations promulgated thereunder.
Investors in France may only participate in the issue of the Notes for their own account in accordance with
the conditions set out in décret no. 98-880 dated 1st October, 1998. Notes may only be issued, directly or
indirectly, to the public in France in accordance with articles L.411-1 and L.411-2 of the Code Monétaire et
Financier. Persons into whose possession offering material comes must inform themselves about and observe any
such restrictions. This Information Memorandum does not constitute, and may not be used for or in connection
with, an offer to any person to whom it is unlawful to make such offer or a solicitation by anyone not authorised
so to act.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
U.S. INFORMATION
This Information Memorandum is being submitted on a confidential basis in the United States to a limited
number of QIBs (as defined under "Form of the Notes") for informational use solely in connection with the
consideration of the purchase of the Notes being offered hereby. Its use for any other purpose in the United States
is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its
contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and
sale of any Registered Notes to it may be being made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A under the Securities Act ("Rule 144A").
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in registered
form in exchange or substitution therefor (together "Legended Notes") will be deemed, by its acceptance or
purchase of any such Legended Notes, to have made certain representations and agreements intended to restrict
the resale or other transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling
Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in "Form
of the Notes".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
3

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, the Bank and Finance have undertaken
in a deed poll dated 11th September, 2001 (the "Deed Poll") to furnish, upon the request of a holder of such
Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Bank and Finance are institutions organised under the laws of the Federal Republic of Germany
("Germany") and the Netherlands, respectively. All of the officers and directors named herein reside
outside the United States and all or a substantial portion of the assets of each Issuer and of such officers
and directors are located outside the United States. As a result, it may not be possible for investors to effect
service of process outside Germany (in the case of the Bank) and the Netherlands (in the case of Finance)
upon the relevant Issuer or such persons, or to enforce judgments against them obtained in courts outside
Germany (in the case of the Bank) and the Netherlands (in the case of Finance) predicated upon civil
liabilities of the relevant Issuer or such directors and officers under laws other than those of Germany (in
the case of the Bank) and the Netherlands (in the case of Finance), including any judgment predicated upon
United States federal securities laws. There is doubt as to the enforceability in Germany (in the case of the
Bank) and The Netherlands (in the case of Finance) in original actions or in actions for enforcement of
judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the
United States.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Bank and Finance each maintains its financial books and records and prepares its financial
statements in euro (as defined below) in accordance with generally accepted accounting principles in
Germany (in the case of the Bank) and the Netherlands (in the case of Finance), "German GAAP" and
"Dutch GAAP", respectively, which differ in certain important respects from generally accepted
accounting principles in the United States ("U.S. GAAP").
All references in this document to "U.S.dollars'', "U.S.$'', "$'' and "U.S. cent'' refer to the currency of the
United States of America, those to "Japanese Yen'', "Yen'' and "¥'' refer to the currency of Japan, those to "euro'',
"EUR" or "B" refer to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty establishing the European Communities, as amended, those to "DM'' refer to the
former national currency unit of the euro in the Federal Republic of Germany and those to "NLG'' refer to the
former national currency unit of the euro in The Netherlands, respectively, before 1st January, 2002.
4

TABLE OF CONTENTS
Page
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General Description of the Programme ..
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Summary of the Programme and the Terms and Conditions of the Notes
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Form of the Notes ..
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Terms and Conditions of the Euro Notes
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Terms and Conditions of the German Notes ..
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Use of Proceeds
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Landesbank Schleswig-Holstein Girozentrale
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LB Schleswig-Holstein Finance B.V. ..
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Book-entry Clearance Systems
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Taxation
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Subscription and Sale and Transfer and Selling Restrictions..
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General Information ..
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116
11111111
In connection with the issue and distribution of any Tranche of Notes, the stabilising manager
specified in the applicable Pricing Supplement or any person acting for him may over-allot or effect
transactions with a view to supporting the market price of the Notes of the Series (as defined below) of
which such Tranche forms part 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 manager or any agent of
his to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an
end after a limited period. For a description of these activities, see "Subscription and Sale and Transfer and
Selling Restrictions".
5

DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed to be
incorporated in, and to form part of, this Information Memorandum:
(a)
the most recently published audited annual financial statements of the Bank, the most recently
published audited annual consolidated financial statements of the Group and, if published later, the
most recently published (audited or unaudited, as the case may be) interim financial statements or
summary financial information (if any) of the Bank, the most recently published audited annual
financial statements of Finance and, if published later, the most recently published interim financial
statements (if any) of Finance; and
(b)
all supplements to this Information Memorandum (including Pricing Supplements) circulated by the
Bank and/or Finance from time to time in accordance with the provisions of the Programme
Agreement described below,
save that any statement contained herein or in a document which is incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of this Information Memorandum 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 expressly, by implication or otherwise). Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Information Memorandum.
The Bank and Finance will provide, without charge, to each person to whom a copy of this Information
Memorandum has been delivered, upon the oral or written 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. Written or oral requests for such documents should be directed to either the Bank
or, as the case may be, Finance at its office set out at the end of this Information Memorandum. In addition, such
documents will be available without charge from the principal office in Luxembourg of Deutsche Bank
Luxembourg S.A. in its capacity as listing agent (the "Luxembourg Listing Agent'') for Notes listed on the
Luxembourg Stock Exchange and, if and for so long as any Notes are listed on Euronext Paris, from the principal
office of Banque Lehman Brothers in its capacity as listing agent (the "Paris Listing Agent'') for Paris Listed
Notes.
Each of the Bank and Finance will, in connection with the listing of Notes on the Luxembourg Stock
Exchange, so long as any Note remains outstanding and listed on such exchange, in the event of any material
adverse change in the condition of the Bank or Finance which is not reflected in this Information Memorandum,
prepare a further supplement to this Information Memorandum or publish a new information memorandum for
use in connection with any subsequent issue of Notes to be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this Information
Memorandum, as supplemented, inaccurate or misleading, a new information memorandum or supplement thereto
will be prepared.
The documents incorporated by reference herein have not been submitted to the clearance procedures of the
COB. In the event that any of the Notes are listed on Euronext Paris, the Issuers and, when Finance is the Issuer,
the Bank shall give an undertaking to the COB that for so long as any of the Notes are listed on Euronext Paris,
any adverse material change in the business or financial condition of the Issuer or of the Bank shall be notified to
the COB and published in accordance with its rules.
6

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, each Issuer may from time to time issue Notes denominated in any currency and
having a minimum maturity of one month, subject as set out herein. A summary of the terms and conditions of the
Programme and the Notes appears below. The applicable terms of any Notes will be agreed between the relevant
Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out:
(i)
in the case of German Notes, in the Terms and Conditions of the Notes, endorsed on or attached to the
Notes; or
(ii)
in the case of Euro Notes, in the Terms and Conditions of the Notes endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the applicable Pricing Supplement
attached to, or endorsed on, such Notes,
in each case, as more fully described under "Form of the Notes'' below.
This Information Memorandum and any supplement will only be valid for listing Notes on the Luxembourg
Stock Exchange during the period of twelve months from the date of this Information Memorandum and for
Euronext Paris, if applicable, in an aggregate nominal amount which, when added to the aggregate nominal
amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
U.S.$25,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S. dollar equivalent
of the aggregate nominal amount of Notes issued under the Programme from time to time:
(a)
the U.S. dollar equivalent of Notes denominated in another Specified Currency (each specified in the
applicable Pricing Supplement in relation to the relevant Notes as described under "Form of the
Notes'') shall be determined, at the discretion of the relevant Issuer, either as of the date on which
agreement is reached for the issue of Notes or on the preceding day on which commercial banks and
foreign exchange markets are open for business in London, in each case on the basis of the spot rate
for the sale of the U.S. dollar against the purchase of such Specified Currency in the London foreign
exchange market quoted by any leading international bank selected by the relevant Issuer on the
relevant day of calculation;
(b)
the U.S. dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each
specified in the applicable Pricing Supplement in relation to the relevant Notes as described under
"Form of the Notes'') shall be calculated in the manner specified above by reference to the original
nominal amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription
price paid); and
(c)
the U.S. dollar equivalent of Zero Coupon Notes (each specified in the applicable Pricing Supplement
in relation to the relevant Notes as described under "Form of the Notes'') and other Notes issued at a
discount or premium shall be calculated in the manner specified above by reference to the net proceeds
received by the relevant Issuer for the relevant issue.
The Programme may be terminated by the Bank and Finance in accordance with the Programme Agreement
(as defined in "Subscription and Sale and Transfer and Selling Restrictions'' below).
7

SUMMARY OF THE PROGRAMME AND THE TERMS
AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Information Memorandum and, in relation to the terms and conditions of any particular
Tranche of Euro Notes, the applicable Pricing Supplement or in relation to any particular Tranche of German
Notes, the applicable Terms and Conditions. Words and expressions defined in "Form of the Notes'', "Terms and
Conditions of the Euro Notes'' and "Terms and Conditions of the German Notes'' below shall have the same
meanings in this summary.
Issuers:
Landesbank Schleswig-Holstein Girozentrale
LB Schleswig-Holstein Finance B.V.
Guarantor:1
Landesbank Schleswig-Holstein Girozentrale
Arranger:
Lehman Brothers International (Europe)
Dealers:
Credit Suisse First Boston (Europe) Limited
Daiwa Securities SMBC Europe Limited
Goldman Sachs International
J.P. Morgan Securities Ltd.
Landesbank Schleswig-Holstein Girozentrale
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
Salomon Brothers International Limited2
UBS AG, acting through its business group UBS Warburg
and any other Dealers appointed in accordance with the Programme
Agreement.
Legal and regulatory matters:
Each issue of Notes denominated in a currency in respect 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 in effect at the date of issue
of the relevant Notes (see "Subscription and Sale and Transfer and Selling
Restrictions'' below), including the following restrictions applicable at the
date of this Information Memorandum.
Issues of Notes denominated in Swiss francs or carrying a Swiss franc related
element with a maturity of more than one year (other than certain issues of
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
8th November, 1934 (as amended) and article 15 of the Federal Law on Stock
Exchanges and Securities Trading of 24th March, 1995 in connection with
article 2, paragraph 2 of the Ordinance of the Federal Banking Commission on
Stock Exchanges and Securities Trading of 2nd 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 licenced by the Swiss Federal Banking
Commission pursuant to the Federal Law on Stock Exchanges and Securities
Trading of 24th 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.
(1)
Applies only to Notes issued by Finance, which are guaranteed by the Bank.
(2)
Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited.
8

Notes with a maturity of less
Notes issued by Finance which have a maturity of less than one year will, if
than one year:
the proceeds of the issue are accepted in the United Kingdom, constitute
deposits for the purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000 unless they are
issued to a limited class of professional investors and have a denomination of
at least £100,000 or its equivalent, see "Subscription and Sale and Transfer
and Selling Restrictions".
Programme Agent:
Deutsche Bank AG London
Issue Agent:
In relation to each Series of Euro Notes and German Euro Notes the
Programme Agent will act as Issue Agent. In relation to each Series of
Clearstream, Frankfurt Notes, the relevant Issuer may appoint an Issue Agent.
References in this Information Memorandum to Issue Agents should be
construed accordingly. The Bank may perform the duties of Issue Agent in
relation to any Series of Clearstream, Frankfurt Notes. In relation to Paris
Listed Notes, a Paris Paying Agent will be appointed and will be maintained
in respect thereof.
Programme Size:
Up to U.S.$25,000,000,000 (or its equivalent in other currencies calculated as
described herein on page 7) outstanding at any time. The Bank and Finance
may increase the amount of the Programme in accordance with the terms of
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.
Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies as
may be agreed between the relevant Issuer and the relevant Dealer(s) (as
indicated in the applicable Pricing Supplement).
Maturities:
Such maturities as may be agreed between the relevant Issuer and the relevant
Dealer(s) 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 body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency. At the date of this Information Memorandum, the minimum
maturity of all Senior Notes is one month and subordinated Notes have a
minimum maturity of five years.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
Euro Notes will be issued in bearer or registered form as more fully described
under "Form of the Notes". Registered Notes will not be exchangeable for
Bearer Notes and vice versa.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed between
the relevant Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement) and on redemption and will be calculated on the basis of
such Day Count Fraction as may be agreed between the relevant Issuer and the
relevant Dealer(s).
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., and as amended,
9

and updated as at the Issue Date of the first Tranche of the Notes of the
relevant Series); or
(ii)
on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service; or
(iii) on such other basis as may be agreed between the relevant Issuer and the
relevant Dealer(s) (as indicated in the applicable Pricing Supplement).
The Margin (if any) relating to such floating rate will be agreed between the
relevant Issuer and the relevant Dealer(s) for each issue of Floating Rate
Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes or of
interest in respect of Index Linked Interest Notes will be calculated by
reference to such index and/or formula or to changes in the prices of securities
or commodities or to such other factors as the relevant Issuer and the relevant
Dealer(s) may agree (as indicated in the applicable Pricing Supplement).
Index Linked Notes which are issued as an appel public à l'épargne in France
(including, without limitation, Paris Listed Notes) must be issued in
compliance with the Principes Généraux from time to time set by the COB and
the Conseil des Bourses de Valeurs or any successor body thereto.
Other provisions in relation
Floating Rate Notes and Index Linked Interest Notes may also have a
to Floating Rate Notes and
maximum interest rate, a minimum interest rate or both.
Index Linked Interest Notes:
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of
each Interest Period, as selected prior to issue by the relevant Issuer and the
relevant Dealer(s), will be payable on such Interest Payment Dates specified
in, or determined pursuant to, the applicable Pricing Supplement and will be
calculated on the basis of such Day Count Fraction as may be agreed between
by the relevant Issuer and the relevant Dealer(s).
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at maturity
or otherwise) in respect of Dual Currency Notes will be made in such
currencies, and based on such rates of exchange, as the relevant Issuer and the
relevant Dealer(s) may agree (as indicated in the applicable Pricing
Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest other than in the case of late payment.
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate either
that the Notes cannot be redeemed prior to their stated maturity (other than in
specified instalments (see below), if applicable, or for taxation reasons (as
more fully described in Condition 7 in respect of the Euro Notes or Condition
5 in respect of the German Notes) or following an Event of Default) or that
such Notes will be redeemable at the option of the relevant Issuer and/or, in
the case of Senior Notes only, the Noteholders upon giving not less than 30
nor more than 60 days' irrevocable notice (or such other notice period (if any)
as is indicated in the applicable Pricing Supplement) to the Noteholders or the
relevant Issuer, as the case may be, on a date or dates specified prior to such
stated maturity and at a price or prices and on such terms as may be agreed
between the Issuer and the relevant Dealer(s) in the applicable Pricing
Supplement. Subordinated Notes may not be redeemed less than five years
after the relevant Issue Date except for taxation reasons.
10