
Article 1 
The aid in the form of a guarantee of EUR 5 billion which Germany plans to grant to WestLB AG is compatible with the common market subject to the conditions set out in Article 2 and in the Annex.
Article 2 

1. The restructuring plan for WestLB submitted by Germany on 8 August 2008, as last amended by Germany’s communication of 30 April 2009, must be implemented, subject to all the conditions set out in the Annex and in accordance with the timetable announced.
2. If appropriate, for example in view of a continuation of the current crisis on financial markets, the Commission may, in response to a properly reasoned application on the part of Germany:
(a) allow an extension of the deadlines laid down in the Annex, or
(b) in exceptional circumstances, dispense with, amend or replace one or more of the conditions set out in the Annex.
If Germany wishes to request the extension of a deadline, it must submit a properly reasoned application to the Commission no later than two months before the expiry of that deadline.
Article 3 
Germany shall inform the Commission within two months of notification of this Decision of the measures taken to comply with it.
Article 4 
This Decision is addressed to the Federal Republic of Germany.
Germany is requested to forward a copy of this Decision to the beneficiary of the aid without delay.
Done at Brussels, 12 May 2009.
For the Commission
Neelie KROES
Member of the Commission
ANNEX 1.1. All measures that may be necessary for the implementation of the restructuring plan, and in particular any further aid, must comply with the notices issued by the Commission and with the practice established by the Commission in its decisions, having due regard to the special features of the case of WestLB. They may not evade them or deprive them of effect. This applies in particular in the event that the restructuring plan is implemented by divesting balance sheet items to a vehicle belonging to the owners of WestLB with a view to their liquidation, and to measures taken by the Special Financial Market Stabilisation Fund (Sonderfonds Finanzmarktstabilisierung — ‘SoFFin’) and measures aimed at ensuring the refinancing of WestLB. The Commission must be notified of any State aid to WestLB before it is put into effect.
 2.1. WestLB’s owners — Westfälisch-Lippische Sparkassen- und Giroverband, Rheinische Sparkassen- und Giroverband, and — directly and indirectly, through NRW.BANK – the Land of North Rhine-Westphalia, Landschaftsverband Westfalen Lippe, and Landschaftsverband Rheinland, are to sell WestLB, as a whole or in separate units, in accordance with the following conditions, by 31 December 2011.
 2.2. The owners of WestLB are to initiate a tender procedure in accordance with paragraphs 6.1 to 6.7 below by 31 August 2010, and to conclude a contract of sale with the purchaser by 31 August 2011, so that the sale can take effect by 31 December 2011 For properly substantiated reasons the Commission may agree to a sale by private treaty or to a consolidation of Landesbanken before or during the tender procedure.
 3.1. By reference to WestLB’s audited balance sheet total for 31 December 2007 (EUR 287 billion), the balance sheet total is to be reduced by 25 % by 31 March 2010 and by 50 % by 31 March 2011, excluding the market value of derivatives (EUR [20–60] billion on 31 December 2007). In absolute figures, the net balance sheet total is thus to be reduced from EUR [200–280] billion to no more than EUR [150–250] billion by 31 March 2010, excluding the market value of derivatives, and to no more than EUR [80–180] billion by 31 March 2011, excluding the market value of derivatives.
 3.2. By reference to WestLB’s audited total risk-weighted assets on 31 December 2007 (EUR 104 billion), the total risk-weighted assets are to be reduced by 25 % overall by 31 March 2010 and by 50 % overall by 31 March 2011. Thus the risk-weighted assets are to be reduced to no more than EUR 78 billion by 31 March 2010 and to no more than EUR 52 billion by 31 March 2011. The Commission and the trustee are to take account here of circumstances in which the movement of the risk-weighted assets is unexpectedly affected by external factors (such as ratings or exchange rates) which are outside the control of WestLB and its owners.
 3.3. The reduction of the balance sheet total and the risk-weighted assets stated in point 3.1 and 3.2 is based on the assumption that the exit portfolio is entirely removed from the balance sheet. If that proves impossible to achieve, assets (including risk-weighted assets) from other balance sheet headings must be reduced to a comparable extent in compensation.
 4.1. WestLB’s core business must be unbundled, and grouped in the following business areas, segmented transparently in operational and business terms, by 30 October 2009:

((a)) transaction banking,
((b)) medium-sized companies and savings banks partnership (Verbund/Mittelstand),
((c)) capital markets, wholesale banking and structured financing.
 4.2. The segmented business areas referred to in paragraph 4.1 are to be sold together or separately by 31 December 2011.
 4.3. Pending the sale, none of the segmented business areas referred to in paragraph 4.1 may be expanded by mergers or acquisitions (no external growth).
 4.4. The distribution of financial products to savings banks, which offers transaction banking and capital markets, wholesale banking and structured financing services to the members of the savings banks partnership, is to form part of the medium-sized companies and savings banks partnership area. […] is not to form part of this area, but is to be sold separately by WestLB by 31 [February–May] 2010.
 4.5. In the capital markets, wholesale banking and structured financing business area, the following restrictions are to apply to capital market business pending the sale:

((a)) The volume of capital market business is not to exceed EUR [70–100] billion in the 2009 balance sheet, by 31 December 2009, EUR [60–90] billion in 2010, by 31 December 2010, and EUR [50–80] billion in 2011, by 31 December 2011.
((b)) The risk-weighted assets attributable to capital market business may not exceed EUR [10–25] billion on 31 December 2009, EUR [5–25] billion on 31 December 2010, and EUR [5–25] billion on 31 December 2011.
((c)) WestLB is to cease trading for its own account. This includes relative value and arbitrage transactions. Trading activities for clients’ accounts and generally accepted trading activities to manage the balance sheet total continue to be admissible.
((d)) Operative capital market trading is restricted to the locations in Düsseldorf, New York, Hong Kong and London.
 4.6. In the capital markets, wholesale banking and structured financing business area, the following restrictions are to apply to wholesale banking and structured financing business pending the sale:

((a)) New wholesale banking and structured financing business is not to exceed EUR [20-40] billion in the 2009 balance sheet, by 31 December 2009, EUR [15-35] billion in 2010, by 31 December 2010, and EUR [10-30] billion in 2011, by 31 December 2011.
((b)) The risk-weighted assets attributable to wholesale banking and structured financing business may not exceed EUR [30-60] billion on 31 December 2009, EUR [20-50] billion on 31 December 2010, and EUR [20-50] billion on 31 December 2011.
((c)) The following locations are to be closed as quickly as possible and no later than […] 2010:

— Münster,
— Bielefeld,
— Cologne,
— Dortmund,
— Mainz.
((d)) The subsidiaries, branches and representation offices in the following locations are to be closed as quickly as possible and no later than […] 2010:

— Toronto,
— Houston,
— Mexico City,
— Madrid,
— Milan,
— Paris,
— Kiev,
— Dubai,
— Johannesburg,
— Prague,
— Shanghai,
— Singapore,
— Tokyo,
— Mumbai,
— Seoul,
— Beijing.
((e)) If WestLB is sold as a whole or in separate units by 31 December 2010, the purchaser may maintain three further locations.
((f)) Existing business that has not been fully run down at the time of the closure of the locations referred to in points 4.6(c) and (d) is to be transferred or wound up in some other appropriate fashion.
((g)) The following locations may be maintained:

— London,
— New York,
— Hong Kong,
— Moscow,
— Sydney,
— Istanbul,
— São Paulo,
— Düsseldorf,
— Berlin,
— Frankfurt am Main,
— Hamburg,
— Munich,
— Stuttgart.
((h)) Pending the sale of WestLB, no subsidiary, branch or representation office may be established in any new location.
 5.1. All of the following WestLB holdings are to be sold in their entirety as quickly as possible and no later than [February–May] 2010:

— Weberbank Actiengesellschaft, Berlin,
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […],
— […].
 5.2. If by [February–May] 2010 WestLB’s efforts to sell its holdings in […] and […] remain unsuccessful, they may be sold together with WestLB by the procedure referred to in point 6.1.
 5.3. A sale of the holdings referred to in point 5.1 may be postponed, until no later than 31 December 2010, if WestLB shows that the price that would be obtained by the transaction is lower than the book value of the holding in the individual accounts drawn up by WestLB AG in accordance with the German Commercial Code, or would produce losses in the group accounts in accordance with the IFRS accounting standards.
 5.4. […] is to be sold in an open, transparent and non-discriminatory tender procedure in accordance with points 6.1 to 6,7, subject to the deadlines in points 5.1 and 5.3.
 5.5. All of the following WestLB holdings are to be sold in their entirety as quickly as possible and no later than [February–May] 2011:

— […],
— […],
— […].
 5.6. The proceeds of the sale of WestLB’s holdings are to be used entirely to finance the company’s restructuring plan.
 5.7. The existing business of holdings that have not been sold within the deadlines laid down in points 5.1 and 5.2 is to be transferred or allowed to expire after the relevant deadline upon the maturity of the underlying business. No new business is to be accepted.
 5.8. Pending the sale, in the event of a loss WestLB is to make no payments on hybrid capital instruments. If WestLB’s balance sheet, without adjustment of capital reserves, shows a loss, these instruments must also participate in the loss.
 6.1. WestLB is to be sold, as a whole or in separate units, in an open, transparent and non-discriminatory tender procedure, subject to the deadlines in points 2.1 and 2.2.
 6.2. The procedure must be open to any potential buyer, domestic or foreign. The conditions of sale may not contain any clause which unduly limits the number of potential bidders or which is tailored to a particular potential bidder.
 6.3. The sale must be adequately publicised. This is to be done by advertising it in at least one international newspaper or periodical available throughout the Community in English. In so far as it is legally permissible, bidders are to be given direct access to all necessary information by due diligence procedures. Buyers are to be selected on economic criteria.
 6.4. The buyer

((a)) must be a third party unconnected with the owners of WestLB; an ‘unconnected’ party here means any party who is not connected with any company belonging to the WestLB group within the meaning of Commission Regulation (EC) No 2790/1999;
((b)) must be reasonably expected to be able to obtain all necessary authorisations from all relevant competition authorities and other authorities to acquire the holding in WestLB;
((c)) on the basis of its financial resources and in particular its rating, must be able to ensure the solvency of the bank.
 6.5. Full divesture of segmented business areas is to be preferred to a simple transfer of the majority of the voting rights (50 % plus one share). Such a transfer of the majority of the voting rights is admissible only if in the tender procedure no offer is made for the full divesture of one or more segmented business areas. The Commission must be informed of the award, and may enter an objection.
 6.6. This is without prejudice to the possibility referred to in point 2.2 of a sale by private treaty or a consolidation of Landesbanken with the Commission’s assent. The previous owners may thereby become minority shareholders if the controlling majority is lost.
 6.7. Business areas and activities which are not sold are to be finally discontinued by 31 December 2011, or allowed to expire after that date upon the maturity of the underlying business.
 7.1. Full and correct application of all conditions must be continuously and comprehensively monitored and audited in detail by a properly qualified trustee, preferably a chartered accountant (Wirtschaftsprüfer). Within three months of notification of this Decision, WestLB is to nominate a suitable independent trustee to the Commission. The trustee is to be appointed only with the assent of the Commission. The Commission may ask the trustee to provide explanations and clarifications. The costs of engaging the trustee’s services are to be borne by WestLB.
 7.2. During the implementation of this Decision the Commission is to have unlimited access to all information necessary for the monitoring of the implementation of this Decision. The Commission may ask WestLB to provide explanations and clarifications. Germany and WestLB are to cooperate fully with the Commission, and with the trustee acting for the Commission, in response to any request in connection with the monitoring of the implementation of this Decision.
 7.3. Every year until 2011 inclusive, Germany is to send the Commission a progress report drawn up with the assistance of the trustee referred to in point 7.1. The report must contain a review of progress in the implementation of the restructuring plan and details of all sales and closures of subsidiaries, departments and locations in accordance with this Decision. The report is to show the date of sale or closure, the book value at 31 December 2007, the selling price, all profits or losses in connection with the sale or closure, and details of steps that have still to be taken to implement the restructuring plan. The report is to be sent each year within one month of the approval of WestLB’s annual accounts by WestLB’s supervisory board, but no later than 31 May.

In applying the review clause in Article 2(2), the Commission is to have due regard to supply conditions and the situation on the capital markets.
