Norddeutsche Landesbank

IMPORTANT NOTICE

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN ANY "U.S. PERSON" (AS DEFINED IN REGULATION S OF THE UNITED STATE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

No EEA or UK PRIIPs key information document (KID) has been prepared.

IMPORTANT: The Consent Solicitation Memorandum following this page (the "Consent Solicitation Memorandum"), is made available by Norddeutsche Landesbank - Girozentrale (the "Issuer") to all holders of the Instruments (as defined below).

NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE INSTRUMENTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS. IF YOU HAVE NOT PROVIDED THE ISSUER WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION MEMORANDUM.

Confirmation of your Representation: The Consent Solicitation Memorandum was sent at your request and you have, by accessing the Consent Solicitation Memorandum, represented to the Issuer, UBS AG London Branch (the "Solicitation Agent") and D.F. King Ltd (the "Tabulation Agent") that:

(i)            you are a holder or a beneficial owner of the Instruments as defined below;

(ii)           you are, and any beneficial owner of the Instruments you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is, an eligible counterparty or a professional client (each as defined in Directive 2014/65/EU (as amended, "MiFID II"), or an eligible counterparty as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), or a professional client, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") ("UK MiFIR") (as applicable) in respect of the Instruments;

(iii)          you are not a U.S. person, and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;

(iv)          you are otherwise a person to whom it is lawful to send the Consent Solicitation Memorandum or to solicit consents under the relevant consent solicitation described in the Consent Solicitation Memorandum under all applicable laws;

(v)           you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum); and

(vi)          you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission.

The Consent Solicitation Memorandum has been sent or otherwise made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Solicitation Agent, the Tabulation Agent and the Relevant Agents (as defined below) or any person who controls, or any director, officer, employee, representative, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Tabulation Agent.

The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and investment advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended, the "FSMA") (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Instruments are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation.

The communication of the Consent Solicitation Memorandum by the Issuer and any other documents or materials relating to the Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to (1) any person qualifying as an investment professional within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (2) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Issuer, and (3) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Consent Solicitation Memorandum to any other person.

The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.