HAMBURGISCHE LB FINANCE (GUERNSEY) LIMITED
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1 Pricing Supplement dated 25 February 2003 HAMBURGISCHE LB FINANCE (GUERNSEY) LIMITED Issue of Euro 50,000,000 Inflation Index Linked Notes due 2015 Guaranteed by Hamburgische Landesbank - Girozentrale - under the Euro 20,000,000,000 Euro Medium Term Note Programme This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 7 June This Pricing Supplement must be read in conjunction with such Offering Circular. Additional information with respect to the Offering Circular under the headings Ownership (page 41) and Commission Proceedings (page 43) is provided in Annex 1 and Annex 2 to this Pricing Supplement. 1 (i) Issuer: Hamburgische LB Finance (Guernsey) Limited (ii) Guarantor: Hamburgische Landesbank - Girozentrale - 2 Series Number: Specified Currency or Currencies: Euro (EUR) 4 Aggregate Nominal Amount: EUR 50,000,000 5 (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount (ii) Net proceeds: EUR 50,000,000 6 Specified Denominations: EUR 10,000 7 Issue Date: 27 February Maturity Date: 27 February Interest Basis: Fixed Rate and Index Linked Interest (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 1
2 2 11 Change of Interest or Redemption/Payment Basis: On 27 February 2007 the Fixed Rate Provisions shall cease to be applicable and the Index Linked Provisions shall be applicable thereafter 12 Put/Call Options: Not applicable 13 (i) Status of the Notes: Senior (ii) Status of the Guarantee: Senior 14 Listing: Luxembourg 15 Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST 16 Fixed Rate Provisions Applicable for the period from and including 27 February 2003 to but excluding 27 February 2007 (Fixed Rate Interest Period) (i) Rate of Interest: 5.00 per cent. per annum payable annually in arrear (ii) Interest Payment Dates: (iii) Fixed Coupon Amount: (iv) Broken Amount: (v) Day Count Fraction (Condition 4(a)): (vi) Determination Date: 27 February in each year Euro 500 per Specified Denomination Not applicable 30/360 (as defined in Condition 4 (b)) Not applicable (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: 17 Floating Rate Provisions 18 Zero Coupon Note Provisions 19 Index Linked Interest Note Provisions Applicable (i) Index/Formula The Notes will bear interest from (including) 27 February 2007 to (excluding) 27 February 2015 at a
3 3 rate (the Index Linked Interest Rate ) determined by the Calculation Agent on each Calculation Date (as defined below) in accordance with the provisions set out below. Interest will be payable annually in arrear on 27 February in each year falling in the period from (including) 27 February 2007 to (excluding) 27 February 2015 (each an Index Linked Interest Payment Date ). The period from (including) 27 February 2007 to (excluding) the first Index Linked Interest Payment Date and each successive period from (including) an Index Linked Interest Payment Date to (excluding) the next following Index Linked Interest Payment Date is herein called an Index Linked Interest Period. The Index Linked Interest Rate (which shall never be less than zero) for each Index Linked Interest Period shall be calculated by the Calculation Agent in accordance with the following formula: max (2.03 per cent. + Inflation Adjustment; 0) Calculation Date means in respect to each Index Linked Interest Payment Date the first Business Day of February of that year in which such Index Linked Interest Payment Date falls and on which the CPI has already been published. Inflation Adjustment shall be a figure expressed in per cent. calculated for each Index Linked
4 4 Interest Period according to the following formula: [(CPI n / CPI n -1 ) 1] x 100 CPI means the definitive consumer price index excluding tobacco for all households in metropolitan France, as calculated monthly by the Institut National de la Statistique et des Etudes Economiques ( INSEE ) and interpolated for each calendar day of that month as published on Reuters Screen Page OATINFLATION01. If the CPI is on or prior to a relevant Calculation Date not published by the INSEE, but is published by another public institution of the French State ( the New Sponsor ) then the CPI published by the New Sponsor will be used as CPI for that Calculation Date and for all following Calcuation Dates. If up to and including the relevant Calculation Date the CPI is replaced by a successor index (the Successor Index ) using the same or a substantially similar formula and method of calculation as used in the calculation of the CPI and such Successor Index is reasonably acceptable to the Calculation Agent, that Successor Index will be used as the relevant CPI for that relevant Calculation Date and for each following Calculation Date. If the CPI is replaced later than on that Calculation Date, that Successor Index will be used for the following Calculation Dates.
5 5 If the CPI for that Calculation Date is not published up to and including the 10 th Business Day prior to a Index Linked Interest Payment Date, the CPI shall be a substitute CPI (the "Substitute CPI") determined by the Calculation Agent as follows: If a provisional CPI (indice provisoire) has already been published up to the 10 th Business Day prior to the relevant Index Linked Interest Payment Date, such index shall automatically be used as the Substitute CPI. Such provisional CPI would be published under the heading "indice de substitution". If no provisional CPI is published the Calculation Agent shall, subject to the Issuer s approval, determine a Substitute Index. If the Calculation Agent and the Issuer do not agree on such Substitute Index 10 Business Days prior to the respective Index Linked Interest Payment Date, they shall appoint together an independent third party for the purpose of selecting and determining a Substitute Index on the basis of which the Calculation Agent shall determine the CPI. If such agreement is not reached 7 Business Days prior to the respective Index Linked Interest Payment Date the Calculation Agent shall appoint on that day any independent third party that it reasonably considers to be sufficiently expert in order to select and determine such Substitute Index and if no such third Party can be selected the Calculation Agent shall determine the Substitute CIP according to
6 6 standard market practice in a commercially reasonable manner using the same formula or a substantially similar formula for and method of calculation as used in the calculation of the Index. Any corrections of any published CPI will not be regarded. "Reuters Screen Page" shall mean the display page (or such other page as may replace that page on that service for the purpose of displaying the CPI rates) so designated on the Reuters Money Market Rate Services or such other services or service as may be nominated as the information vendor for the purpose of displaying the specific page on that service or such other page as may replace that page on that service or such other service, in all cases for the purposes of displaying comparable rates in succession thereto. CPI n shall be the CPI that is published, or determined by the Calculation Agent, as the case may be, for the 27 th February of the year in which the relevant interest shall be payed (the Present Year ). CPI n-1 shall be the CPI that is published, or determined by the Calculation Agent, as the case may be, for the 27 th February of year preceeding the Present Year. For the avoidance of doubt the first Index Linked Interest Rate will be paid on 27 February 2008 where the applicable CPI n will be the CPI reported for 27 February 2008 (as
7 7 (ii) Calculation Agent responsible for calculating the interest due: (iii) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable: (iv) Specified Period(s) / Specified Interest Payment Dates (v) Business Day Convention: (vi) Additional Business Centre(s) (Condition 4(b)(i)(a)): published on 1 February 2008 on Reuter Screen Page OATINFLATION01) and the applicable CPI n-1 will be the CPI reported for 27 February 2007 (as published on 1 February 2007 on Reuter Screen Page OATINFLATION01). Deutsche Bank Aktiengesellschaft Grosse Gallusstrasse Frankfurt am Main See 19 (i) a above 27 February in each year, commencing 27 February 2008 Following Business Day Convention London (vii) Minimum Rate of Interest: 0 per cent. per annum (viii) Maximum Rate of Interest: (ix) Day Count Fraction (Condition 4(b)(iv)): 30/360 unadjusted 20 Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 21 Call Option 22 Put Option 23 Final Redemption Amount Aggregate Nominal Amount 24 Early Redemption Amount
8 (i) 8 Early Redemption Amount(s) payable on redemption for taxation reasons (Condition 6(b)) or an Event of Default (Condition 9) and/or the method of calculating the same (if required or if different from that set out in the Conditions): Final Redemption Amount (ii) Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 6(b)): (iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 5(b)): Yes, in respect of the Fixed Rate Interest Period No, in respect of the Index Linked Interest Period No, in respect of the Fixed Rate Interest Period Yes, in respect of the Index Linked Interest Period GENERAL PROVISIONS APPLICABLE TO THE NOTES 25 Form of Notes: Bearer Notes (i) Temporary or permanent global Note: Temporary global Note exchangeable for a permanent global Note which is exchangeable for definitive Notes in the limited circumstances specified in the permanent global Note (ii) Applicable TEFRA exemption: 26 Additional Financial Centres or other special provisions relating to payment dates: 27 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: D Rules London No
9 29 Details relating to Instalment Notes: 9 30 Redenomination, renominalisation and reconventioning provisions: 31 Consolidation provisions: The provisions in Condition 15 shall apply 32 Other terms or special conditions: 1 DISTRIBUTION 33 (i) If syndicated, names of Managers: (ii) Stabilising Manager (if any): 34 If non-syndicated, name of Dealer: Deutsche Bank AG London 35 Additional selling restrictions: OPERATIONAL INFORMATION 36 ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): 39 Delivery: Delivery against payment 40 The Agents appointed in respect of the Notes are (if any): Not applicable GENERAL LISTING APPLICATION This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the listing of the Euro 20,000,000,000 Euro Medium Term Note Programme of Hamburgische Landesbank Girozentrale -/Hamburgische Landesbank London Branch/Hamburgische LB Finance (Guernsey) Limited. MATERIAL ADVERSE CHANGE STATEMENT
10 10 Page 84 Nr. 4 is herewith amended as follows: Except as disclosed in Annex 2, neither the Bank nor any of its subsidiaries, including HLB Guernsey, is involved in any legal or arbitration proceedings that may have, or have had during the 12 months preceding the date of this document, a significant effect on the financial position of the Bank or of the Bank and its subsidiaries, including HLB Guernsey, nor is the Bank aware that any such proceedings are pending or threatened. Except as disclosed in this document, there has been no significant change in the financial or trading position of the Issuer, the Guarantor or of the Group since 31 December 2001 and no material adverse change in the financial position or prospects of the Issuer, the Guarantor or of the Group since 31 December RESPONSIBILITY The Issuer and the Guarantor accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Offering Circular referred to above, contains all information that is material in the context of the issue of the Notes. Signed on behalf of the Issuer: By: Duly authorised Signed on behalf of the Guarantor: By: Duly authorised]
11 11 Annex 1 On 9 September 2002 the owners of the Bank and LB Kiel agreed to a merger of the Bank and LB Kiel. The approvals of the parliaments and governments of the federal states of Hamburg and Schleswig-Holstein will now be sought. Such approvals are expected to be given by the end of May 2003.
12 12 Annex 2 On 13 November 2002 the Commission initiated the formal investigation procedure according to Article 88 (2) of the EC-Treaty against five German state Banks, including the Bank and LB Kiel. The Federal Republic of Germany has now the opportunity to submit its observations on the opening of the investigation procedure. There can be no assurance that the result of such proceedings will have no adverse effect on the financial condition or results of operations of the Bank.
13 13 Annex 3 Information relating to the Index Consumer price index, all France (metropolitan France and overseas départements), 1998=100 Frequency: Monthly Index publisher: INSEE Info Service, Paris, 195, rue de Bercy - Tour Gamma A Paris cedex 12, Phone: , Fax: Source of all the information in the Annex 3: All information in this Pricing Supplement relating to CPI, including, without limitation, its composition, method of calculation and changes in its components, is derived from publicly available information released by INSEE on its website or other public sources. Neither the Issuer or the Calculation Agent shall have any responsibility for any errors or omissions in the calculation and publication of CPI by Reuters or any other index publisher. No reference to Reuters or INSEE herein is intended to suggest any relationship of sponsorship, endorsement or affiliation between the Issuer, or the Notes and INSEE or Reuters. Periode February 2003 January 2003 December 2002 November 2002 October 2002 September 2002 August 2002 July 2002 June 2002 May 2002 April 2002 March 2002 February 2002 January 2002 December 2001 November 2001 October 2001 September 2001 August 2001 July 2001 June 2001 May 2001 April 2001 March 2001 February 2001 January 2001 Series excl. tobacco All households 106,2 106,3 106,3 106,2 106,2 106,0 105,8 105,5 105,5 105,6 105,4 105,0 104,6 104,4 104,1 104,0 104,3 104,2 104,0 104,0 104,2 104,2 103,5 103,0 102,5 102,3
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