Helaba takes over S-Group Bank Business of WestLB with retroactive effect from 1 July 2012

Frankfurt am Main (ots) -

- Helaba becomes the S-Group Bank for 117 savings banks in North
Rhine-Westphalia and Brandenburg
- Broadening of the group of owners of Helaba
- Capital contribution of EUR 1 billion
- Agreement with Portigon until the transfer of the S-Group Bank NRW

On 29 Friday 2012, the Supervisory Board and the Board of Owners
of Helaba approved the assumption of the central bank business of
WestLB for the savings banks by Helaba. Over the weekend, the Boards
of Directors of Helaba, WestLB and Erste Abwicklungsanstalt (EAA) as
well as the owners of WestLB and the Bundesanstalt für
Finanzmarktstabilisierung (Federal Agency for Financial Market
Stabilisation) signed a corresponding framework agreement and agreed
on a time schedule for implementation.

In line with this transaction, four new owners will be added to
the group of owners of the Bank:

- the Rheinischer Sparkassen- und Giroverband (Rhenish Savings
Banks and Giro Association - RSGV) and the Sparkassenverband
Westfalen-Lippe (Savings Banks Association Westphalia-Lippe - SVWL)
as well as

- the German Savings Banks and Giro Association as the owner of the
Deposit Protection and Investor Compensation Scheme of the
Landesbanks and of the deposit protection and investor
compensation schemes of the regional associations of the savings
banks.

By means of a cash capital increase at Helaba in an amount of EUR
1 billion, the new owners receive equity shares in the Bank. After
the implementation of the capital increase, the ownership structure
of Helaba will be as follows: The Savings Banks and Giro Association
Hesse-Thuringia (SGVHT) remains by far the largest shareholder,
accounting for a share of 68.85 per cent. The State of Hesse will
hold 8.1 per cent of the ordinary capital and the Free State of
Thuringia will hold 4.05 per cent. The new owners will in total hold
19 per cent of the ordinary capital.

In accordance with the so-called "Cornerstone Agreement"
("Eckpunktevereinbarung") of June 2011, Helaba will take over a S-
Group Bank portfolio with total assets of about EUR 40 billion, risk-
weighted assets (RWA) in an amount of EUR 8.3 billion, as well as
451 employees. The S-Group Bank will be transferred with a goodwill
of zero Euro.

Until 31 August 2012, all agreements required for the takeover
of the S-Group Bank will be certificated. From 2 July to 31 August,
the S-Group Bank business will be performed jointly by Portigon as
the legal successor to WestLB and Helaba. In this connection, details
as to the concrete procedure and the definition of the interests of
Helaba have been bindingly laid down in a supplemental agreement. The
technical transfer of the S-Group Bank to Helaba and the registration
of the transaction in the Commercial Register will be completed after
the presentation of the interim accounts by WestLB until 17 September
2012. Comprehensive, active and sustainable services for the savings
banks and their customers are thus ensured from Monday, 2 July 2012,
by Helaba and Portigon.

Hans Dieter Brenner, CEO of Helaba, expressed his satisfaction
with what has been achieved: "Irrespective of this - unfortunately
necessary - detour, which results from technical requirements in
connection with the transformation, we have made a big step forward
in terms of strategy. We are on track to becoming a leading S-Group
Bank in the savings banks organisation," wrote Brenner in a letter to
the Helaba employees.

In the business model of Helaba, the business field 'S-Group
Bank' will in future be of even greater importance. In addition to
the 50 savings banks in Hesse and Thuringia, the Bank will become the
central bank for another 106 savings banks in North Rhine-
Westphalia. In the State of Brandenburg, Helaba will, on the basis of
a framework agreement with the East German Savings Banks Association
(Ostdeutscher Sparkassenverband - OSV), assume the S-Group Bank
function for the eleven savings banks in that State. Brenner:
"Together with the participating associations, we have defined the
principles and the organisation of cooperation in the S-Group Bank
business. Individual contracts, in which the savings banks and Helaba
define their concrete cooperation in the agreed business fields, are
embedded in this framework. To date, practically all savings banks in
NRW have signed such a contract. Our principle "Partnership, not
Competition" will also in North Rhine-Westphalia and Brandenburg form
the basis for our joint services to customers and our market
development."

The North Rhine-Westphalian market holds considerable potential
for Helaba, also outside the S-Group Bank business strictly
speaking. "We see the opportunity of significantly strengthening our
activities in the core business fields and to comprehensively
complement our business model," said Brenner. He sees potential in
particular in Transaction Banking, in custodian business and in the
business with large corporates, institutional customers and the
public sector.

Brenner: "Together with our new owners and their savings banks,
we want to cover all aspects of the financial market nationwide and
realise the common interests of our owners in a Bank that is acting
sustainably and risk-consciously in all business fields, as laid down
in the cooperation agreement."

Media Contac:
Press and Communication
MAIN TOWER - Neue Mainzer Straße 52-58
60311 Frankfurt am Main - www.helaba.de
Tel.: +49 (0) 69 / 9132 - 2192

Wolfgang Kuss
E-Mail: wolfgang.kuss@helaba.de

Ursula-Brita Krueck
E-Mail: ursula-brita.krueck@helaba.de