RESPARCS Funding II Limited Partnership: Notice to Holders of the RESPARC II Securities

THE BELOW ANNOUNCEMENT IS MADE AT THE REQUEST OF HSH NORDBANK AG (THE "BANK"). THE STATEMENTS AND CONCLUSIONS SET OUT THEREIN AND IN THE TERMINATION NOTICE REFERRED TO THEREIN (TOGETHER WITH THE ANNOUNCEMENT, THE "NOTIFICATION BY THE BANK") ARE SOLELY THOSE OF THE BANK.

THE PRINCIPAL PAYING AGENT DOES NOT EXPRESS ANY VIEW ON THE CONTENT (INCLUDING THE ACCURACY THEREOF) OR IMPLICATION OR ON THE VALIDITY, EFFECT (LEGAL OR OTHERWISE) OR ENFORCEABILITY OF THE NOTIFICATION BY THE BANK.

INVESTORS ARE URGED TO CONSULT THEIR LEGAL AND FINANCIAL ADVISORS WITH REGARDS TO ALL ASPECTS OF THE NOTIFICATION BY THE BANK AND ITS EFFECT.

RESPARCS Funding II Limited Partnership

ISIN-Code: DE0009842542

Notice to Holders of the RESPARC II Securities (RESPARC II Securityholders)

Pursuant to Clause 5.2 of the paying agency agreement dated 26 May 2003 (the "RESPARC II Paying Agency Agreement") and § 15 of the Terms and Conditions of the RESPARC II Securities, the Principal Paying Agent hereby provides notice of the receipt of a termination notice from HSH Nordbank AG dated 10 December 2018 (the "Termination Notice") relating to the EUR 500,000,000 LB Kiel Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities participation agreement dated 23 May 2003 between HSH Nordbank AG as bank and RESPARCS Funding II Limited Partnership, as silent partner (the "RESPARC II Participation Agreement").

The annex to such Termination Notice sets out the following information which is provided in its entirety by HSH Nordbank AG:

"The termination of the RESPARC II Participation Agreement is carried out pursuant to Clause 7(3) thereof, and will be effective as of 31 December 2020.

The prior approval of the European Central Bank required for termination of the RESPARC II Participation Agreement pursuant to Clause 7(6) thereof was obtained on 2 November 2018.

The Termination Notice sets forth the Repayment Date as 30 June 2021, and the Repayment Amount as the book value of the silent contribution as determined in HSH Nordbank AG's balance sheet for its fiscal year 2020, pursuant to and in accordance with the RESPARC II Participation Agreement."

The annex further states the following:

"On the Repayment Date, HSH Nordbank AG (or in its behalf, HSBC Trustee (C.I.) Limited, as the fiduciary) will pay an amount equal to the Repayment Amount falling due in accordance with the RESPARC II Participation Agreement. Such payment by HSH Nordbank AG to [.] the Principal Paying Agent will be in satisfaction of RESPARCS Funding II Limited Partnership's obligation to make such payment as the Issuer, to Clearstream Frankfurt through [.] the Principal Paying Agent. The provisions concerning the information provided in this paragraph, along with further details governing repayment and redemption of the RESPARC II Securities, are set forth under § 7 and § 9 of the Terms and Conditions of the RESPARC II Securities and Clauses 4.3 to 4.5 of the RESPARC II Paying Agency Agreement.

[...] pursuant to § 7(3) of the Terms and Conditions of the RESPARC II Securities, RESPARCS Funding II Limited Partnership, as the Issuer, will notify the Termination Date and Repayment Date to [...] the RESPARC II Securityholders, in accordance with § 15 of the same Terms and Conditions, with a notice period of not less than 30 and not greater than 60 days."

Deutsche Bank AG 19 December 2018

in its capacity as Principal Paying Agent