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DGAP-HV: Berlin-Hanover Mortgage Bank Aktiengesellschaft: Announcement of the Convening of the Annual General Meeting on 12.9.2010 in Berlin Congress Center, Berlin with the aim of a Europe-wide distribution in accordance with § 121 AktG
DGAP-HV: Berlin-Hannoversche Hypothekenbank AG / Notice convening the Annual General Meeting Berlin-Hanover Mortgage Bank Aktiengesellschaft: Announcement of the Convening of the Annual General Meeting on 12.9.2010 in Berlin Congress Center, Berlin with the aim of a Europe-wide distribution in accordance with § 121 AktG

02.11.2010 / 15:30
Berlin-Hanover Mortgage Bank Aktiengesellschaft
- WKN 802 900 – - ISIN DE0008029000 –

We hereby invite our shareholders to the
Thursday 9 December 2010, 10:00 clock,

the bcc Berliner Congress Center, Yellow Room, Alexander Strasse 11, 10178 Berlin held

Extraordinary General Meeting

one.

Agenda

1. Resolution on the transfer of the shares of minority shareholders of the Berlin-Hanover Mortgage Bank AG based in Berlin, Landesbank Berlin AG, based in Berlin (main shareholder) cash compensation is in accordance with § § 327a et seq of the Companies Act (AktG)

Landesbank Berlin AG, based in London, registered in the Commercial Register of the Berlin-Charlottenburg HRB 99 726 type B, a total of just 293 294 367 par value bearer shares on the Berlin-Hanover Mortgage Bank AG. This represents approximately 99.66% of the share capital of the Berlin-Hanover Mortgage Bank AG. Landesbank Berlin AG is the majority shareholder of the Berlin-Hanover Mortgage Bank Ltd. and the right to request that the Company’s shareholders on transfer of shares from other shareholders (minority shareholders) to the principal shareholder in return for adequate cash compensation pursuant to § § 327a ff AktG . A similar request was addressed to Landesbank Berlin AG pursuant to § 327a para 1 AktG to the Board of the Berlin-Hanover Mortgage Bank AG.

Landesbank Berlin AG as majority shareholder, the cash compensation of EUR 7.15 per set to the bearer shares of the Berlin-Hanover Mortgage Bank AG. It has the board of the Berlin-Hanover Mortgage Bank AG, a warranty declaration of B. Metzler seel. Sohn & Co. KGaA, Frankfurt am Main, 29 October 2010, transmitted by the B. Metzler seel. Sohn & Co. KGaA guarantees the fulfillment of the obligation of Landesbank Berlin AG, took the minority shareholders after the registration of the transfer resolution charged in the Trade Register without delay, the fixed cash compensation for any shares transferred to the Berlin-Hanover Mortgage Bank AG.

In a written report to the General Meeting, Landesbank Berlin AG, the conditions for the transfer of shares set out the minority shareholders and comment on the appropriateness of the cash compensation and justified.

The adequacy of the cash consideration was the RöverBrönner GmbH & Co. KG auditing and tax consulting company, Berlin, as was considered at the Regional Court of Berlin selected and appointed expert examiner.

Payable by the Landesbank Berlin AG to cash compensation shall be payable by the publication of the registration of the transfer resolution in the commercial register of the Berlin-Hanover Mortgage Bank AG with annual five per cent above the base rate under § 247 of the Civil Code (BGB).

Management Board and Supervisory Board propose to adopt, at the request of the Landesbank Berlin AG:

‘The par value bearer shares from other shareholders of the Berlin-Hanover mortgage banking company based in Berlin (minority shareholders) in accordance with § § 327a et seq exchange for one of the Landesbank Berlin AG, based in Berlin (majority shareholder) to be paid adequate cash compensation of EUR 7.15 per transferred to the bearer shares with a proportionate amount of the share capital of EUR 2.56 to Landesbank Berlin AG. ”

The following documents are available from the convening of the shareholders at the offices of the Berlin-Hanover Mortgage Bank, Budapest Strasse 1, 10787 Berlin, available for inspection by shareholders and are available from that date to the company’s website at http://www.berlinhyp .com / investor-relations / agm / Access:

* Of the draft resolution on the transfer;

* The financial statements and annual reports of the Company for the fiscal years 2007, 2008 and 2009;

* The 327c to the Landesbank Berlin AG § paragraph 2 sentence 1 AktG, in its capacity as principal shareholder, filed a report to the General Assembly on the conditions of the transfer of the shares of minority shareholders and the adequacy of the cash consideration of 1 November 2010 (including the expert opinion of the Mazars GmbH accounting firm, Dusseldorf, 27 October 2010 to determine the enterprise value of the Berlin-Hanover Mortgage Bank AG, Berlin, 9 December 2010 and the adequate cash compensation in the planned transfer of shares from minority shareholders to Landesbank Berlin AG, Berlin) together with

- The request for transfer of Landesbank Berlin AG of 6 October 2010

- Concretized the transmission request of Landesbank Berlin AG 1 November 2010;
* The guarantee declaration of B. Metzler seel. Sohn & Co. KGaA 29 October 2010;

* According to § 327c paragraph 2 of Clause 2 to 4 AktG by the court-appointed expert examiner RöverBrönner GmbH & Co. KG auditing and tax consulting company, Berlin reported, the audit report on the adequacy of the cash consideration of 1 November 2010, and

* The financial statements and annual reports of Landesbank Berlin AG for the fiscal years 2007, 2008 and 2009 and the consolidated financial statements and Group management reports of Landesbank Berlin AG for the fiscal years 2007, 2008 and 2009.

Each shareholder will be sent upon request without charge a copy of these documents. The documents will also be available at the meeting.

2. Resolution on the approval of a profit of the Berlin-Hanover Mortgage Bank AG, Landesbank Berlin AG

The Berlin-Hannoversche Hypothekenbank AG gewinnabführende society and Landesbank Berlin AG, based in Berlin as the other contracting party, at 1 November 2010 closed a profit. The profit shall be effective unless the approval of the annual general meeting of the following terms:

Profit

between

Landesbank Berlin AG, Alexanderplatz 2, 10178 Berlin, registered in the commercial register of the Charlottenburg Local Court under HRB 99 726 B

- ‘LBB AG’ –

and

Berlin-Hanover Mortgage Bank, Budapest Strasse 1, 10787 Berlin, registered in the Commercial Register of the Charlottenburg HRB 56 530 B

- ‘BerlinHyp AG’ –

Introduction

BerlinHyp AG has a share capital of EUR 753,389,240.32. The LBB AG currently owns directly shares amounting to approximately 99.66% of the share capital. With regard to the – since the beginning of the 31 December 2010 ended the year without interruption BerlinHyp AG – existing financial inclusion BerlinHyp AG in the LBB AG is closed to produce a fiscal unity relationship within the meaning of § 14 of CITA, § 2 paragraph 2 sentence 2 GewStG the subsequent profit.

§ 1 profit transfer

(1) BerlinHyp AG undertakes, subject to a formation and dissolution of reserves in accordance with § 1 paragraph 2, its entire net income, which would result without the transfer of profits, reduced by any loss carried forward to a possible amount pursuant to § 300 No. 1 AktG is set in the legal reserve, and a possible pursuant to § 268 HGB para 8 distributable amount blocked, but in any case not more than § 301 AktG, as amended in the amount stated on the dissipate LBB AG. The obligation pursuant to sentence 1 shall first apply to the entire 1 January 2010 financial year beginning BerlinHyp AG or, if this contract is not up to the end of 31 December 2010, took effect, the first time for the full fiscal year of BerlinHyp AG, in which this Agreement in accordance with § 5 paragraph 1 sentence 2 is effective.

(2) The BerlinHyp AG with the consent of the LBB AG amounts from net income to other profit reserves (§ 272 paragraph 3 HGB), to the extent permitted under commercial law and a reasonable commercial assessment. Other retained earnings as defined by § 272 paragraph 3 HGB, which are formed during the duration of the contract, at the request of the LBB AG and shall be used to offset a net loss or transferred as profit.

(3) The transfer of income from the reversal of capital reserves or retained earnings and pre-contractual profit lectures is excluded.

(4) The right to transfer profits to the date of financial statements arises BerlinHyp AG and is due on the date of discovery of the financial statements. A claim by the LBB AG at maturity or default interest on the amount to be leading not exist.