Bayerische Landesbank

13 May 2013

Registration Document

pursuant to Art. 5(3) of Directive 2003/71/EC, as amended by Directive 2010/73/EU, (the "Directive") and Art. 8(3) of the Luxembourg Prospectus law on prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law") in combination with Art. 14 of the Commission Regulation (EC) No 809/2004

This registration document (the "Registration Document") has been approved pursuant to Art. 7(1) of the Luxembourg Prospectus Law by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg. By approving this Registration Document, the CSSF shall give no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of the issuer pursuant to Art. 7(7) of the Luxembourg Prospectus Law. It has been made available to the public on the date of its approval by publication in an electronic form on the website of Bayerische Landesbank (www.bayernlb.de) and on the website of the Luxembourg Stock Exchange (www.bourse.lu). Upon request, Bayerische Landesbank will provide, free of charge, a paper copy of this Registration Document to any interested person. The same publication arrangements apply in relation to any prospectus or base prospectus of which this Registration Document is a constituent part and to any document incorporated herein or therein by reference.

This Registration Document is valid for a period of twelve months from the date of its approval. It reflects the status as of the date of its approval and will be updated in accordance with the provisions of the Directive and the provisions of any applicable national laws implementing the Directive. Neither the delivery of this Registration Document by any person nor any offer or any listing on any stock exchange of any securities issued under a prospectus or base prospectus of which this Registration Documents is a constituent part includes or shall be deemed to include a representation that the circumstances regarding Bayerische Landesbank have remained unchanged since the date of this Registration Document.

This Registration Document does not constitute an offer of or an invitation by or on behalf of Bayerische Landesbank to subscribe for or purchase any securities and should not be considered as a recommendation by Bayerische Landesbank to subscribe for or purchase any securities that Bayerische Landesbank has issued or may issue in future. No person has been authorised by Bayerische Landesbank to give any information or make any representation other than those contained in this Registration Document or consistent with it. If given or made, such information or representation should not be relied upon as having been authorised by Bayerische Landesbank.

TABLE OF CONTENTS

Page ABBREVIATIONS 4

RISK FACTORS 5 Risks Resulting from the State Aid Decision and the Restructuring of BayernLB Group 5 Risks Connected with the Financial, Economic and Sovereign Debt Crisis 6 Risks Resulting from BayernLB's Participation in MKB 7 Risks Related to Hypo Alpe-Adria-Bank International AG 7 Risk of Possible Change of Control 8 Risks Due to Own Funds Requirements 8 Risk of a Rating Downgrade 9 Credit Risks 9 Investment Risks 9 Market Price Risks 9 Liquidity Risk 10 Operational Risks 10 Risk of Failure of Risk Management Systems 10

INFORMATION ABOUT BAYERISCHE LANDESBANK 11 General Information 11 Organisational Structure 11 Administrative, Management and Supervisory Bodies 12 Shareholders 14 Protection Scheme of the Savings Banks Financial Group (Sparkassen-Finanzgruppe) 14 Amendments to the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) 15 and the statutes (Satzung) of Bayerische Landesbank

BUSINESS OVERVIEW 16 Duties and Functions Pursuant to Law and Statutes 16 Restructuring of BayernLB Group and State Aid Decision 16 Re-focussed Business Model 16 State Aid Decision and Restructuring Commitments 16 Principal Activities and Principal Markets 18

FINANCIAL AND TREND INFORMATION 22 Historical Financial Information and Group Management Report 2012 22 Developments since 31 December 2012 22 No Significant Change in Financial Position since 31 December 2012 22 Outlook for 2013 22 No Material Adverse Change in Prospects since 31 December 2012 22

MATERIAL CONTRACTS 23

GOVERNMENTAL, LEGAL AND ARBITRATION PROCEEDINGS 24 State Aid Decision of the European Commission in Connection with the Stabilisation Measures in Favour of BayernLB 24 State Aid Procedure of the European Commission in Connection with the Stabilisation Measures in Favour of HGAA 24 Claims against Former Members of Board of Administration and Board of Management 24 Lawsuits Filed by U. S. Municipalities 24 Actions Filed by Employees Regarding the Issue of Pension Commitments 25 Administrative Proceedings of the German Financial Supervisory Authority in Connection with the Implementation of the IRB Approach 25 Complaint filed by Bluewaters Communications Holdings, LLC 26 Legal Dispute in Connection with Financings Provided to Hypo Alpe-Adria-Bank International AG by Bayerische Landesbank 26 Threatened Legal Dispute in Connection with the Share Purchase Agreement regarding

the Former Shares of Bayerische Landesbank in Hypo Alpe-Adria-Bank International AG 26 No Other Material Proceedings 27

GENERAL INFORMATION 28 Persons Responsible 28 Third Party Information 28 Statutory Auditor 28 Information in Respect of Regulation (EC) No 1060/2009 on Credit Rating Agencies, as Amended by Regulation (EU) No 513/2011 28 Documents on Display 28 Documents incorporated by reference 29

ABBREVIATIONS

In this Registration Document (including any annex hereto):

· "BayernLB", "Bank" or "Issuer" refers to Bayerische Landesbank;

· "BayernLB Group" refers to Bayerische Landesbank, together with its consolidated subsidiaries;

· "Owners" refers to each of the Free State of Bavaria (Freistaat Bayern) and the Association of Bavarian Savings Banks (Sparkassenverband Bayern);

· "DKB" refers to Deutsche Kreditbank Aktiengesellschaft, Berlin, together with its consolidated subsidiaries;

· "MKB" refers to MKB Bank Zrt., Budapest, together with its consolidated subsidiaries;

· "HGAA" refers to HYPO ALPE-ADRIA-BANK INTERNATIONAL AG, Klagenfurt, together with its consolidated subsidiaries;

· "Fitch" refers to any of Fitch Deutschland GmbH or Fitch Ratings Limited;

· "Moody's" refers to any of Moody's Deutschland GmbH or Moody's Investors Service Ltd;

· “State Aid Decision” refers to the decision of the European Commission dated 5 February 2013 (SA. 28487 (C 16/2009 ex N 254/2009)) by which the previous state aid decision of 25 July 2012 was re- adopted and replaced without major changes by a German language version.

RISK FACTORS

Before deciding to invest in securities of Bayerische Landesbank, prospective investors should (if necessary after consultation with their own professional advisers) carefully consider the risk factors described below with respect to the Issuer, taking into account also all other information contained in this Registration Document, any relevant prospectus or base prospectus and final terms and any document incorporated therein by reference and any relevant supplement.

Like other market participants, Bayerische Landesbank is exposed to risks in connection with its business activities, the realisation of which might, in a worst case scenario, lead to the Bank's inability to fulfil its obligations under an issue of securities at all or in due time and cause the investor to lose its investment in whole or in part. The following is a disclosure of the material risk factors with respect to the Issuer which are associated with an investment in securities of Bayerische Landesbank. Those risks can also occur cumulatively and thus intensify one another. Furthermore, the assets, earnings and financial position of BayernLB could be affected by other risks which are not known or not regarded material at this point in time.

Risks Resulting from the State Aid Decision and the Restructuring of BayernLB Group

Due to massive negative impacts of the international financial market crisis which started mid 2007 in the segment of U.S. subprime mortgages on the Bank's results in 2007 and 2008, BayernLB received substantial support from the Free State of Bavaria and the Federal Republic of Germany in the form of a recapitalisation of EUR 10 billion by the Free State of Bavaria, a risk shield of EUR 4.8 billion in relation to its ABS portfolio granted by the Free State of Bavaria and liquidity guarantees granted by the Federal Republic of Germany via Finanzmarkstabilisierungsfonds (SoFFin) to Bayerische Landesbank in the amount of EUR 15 billion. By the State Aid Decision, the European Commission found that these measures constituted state aid pursuant to Article 107(1) of the Treaty on the Functioning of the European Union, and approved such state aid based on certain commitments to fundamentally restructure the Bank (see the section "Business Overview", subsection "Restructuring of BayernLB Group and State Aid Decision", sub-paragraph "State Aid Decision and Restructuring Commitments") and subject to the condition of a partial repayment of the state aid received.

The restructuring commitments, which are based on a restructuring plan established by the Bank, aim at ensuring the Bank's future economic viability on the one hand, while at the same time compensating for the distortion of competition caused by the granting of state aid by the Bank giving up profitable business activities, including entire business units and participations, on the other hand (compensation measures). Accordingly, the implementation of the restructuring plan also leads to a reduction of sources of profits and income. Large parts of the restructuring plan have already been realised, however, further significant parts of the restructuring commitments remain to be implemented.

The repayment obligations in respect of the state aid received comprise, on the one hand, the repayment of the amount by which the risk shield provided by the Free State of Bavaria for the ABS portfolio exceeded the amount permissible under the legal principles applicable to state aid in the sum of EUR 1.96 billion (the so-called “claw-back”) and, on the other hand, the repayment of the EUR 3 billion of equity that BayernLB received in the form of a silent participation from the Free State of Bavaria (the "aid repayment"). The claw-back is divided into a payment of an aggregate amount of EUR 1.24 billion, payable in its entirety in severable tranches until the end of 2019 (the "one-off claw-back payment"), and into periodic repayments in the form of an increase of the annual premium payable to the Free State of Bavaria as remuneration for the risk shield in respect of the years 2010 to 2015 (each inclusive) by EUR 120 million p.a. The aid repayment may be made in several tranches until 2017. Accordingly, the repayment obligations in respect of the state aid received amount to EUR 4,96 billion in aggregate, of which approximately 4.09 billion are still outstanding after repayments in the total amount of approximately EUR 870 million have been made in November 2012, February 2013 and May 2013.

The risk cannot be excluded that the Bank might fail to meet its repayment obligations in relation to the one-off claw-back payment or the aid repayment in due time. Any part-payment towards the one-off claw- back payment and the aid repayment will lead to a reduction of the Bank's own funds and, therefore, may only be made if and to the extent that the Bank still meets the applicable legal capital ratios (or such higher regulatory capital requirements as may be raised by the European Banking Authority) after such payment.

Accordingly, the State Aid Decision stipulates that if the supervisory authority (i.e. the Bundesanstalt für Finanzdienstleistungsaufsicht) prohibits the payment of any tranche of the one-off claw-back payment or fails to give its consent to the payment of any tranche of the aid repayment, such payment shall be suspended until the supervisory authority approves or does not prohibit such payment. However, the State Aid Decision also stipulates that if a scheduled payment cannot be made in the following year, the Federal Government of Germany shall notify a modified restructuring plan for BayernLB to the European Commission which, in principle, shall contain additional compensation measures. In assessing this risk, the reduction of profit and income sources that comes along with the implementation of the restructuring commitments needs to be taken into account.

The requirement to file a modified restructuring plan containing additional compensation measures could also be triggered if the Bank should fail to comply with any commitments or conditions (other than the one- off claw-back payment and the aid repayment) contained in the State Aid Decision. In particular, there is a risk that the Bank could fail to dispose of participations in accordance with, and within the time frames stipulated in, the State Aid Decision because the success of any of the Bank's efforts to sell such participation ultimately depends on market conditions and thus is not entirely within the Bank's control.

If, after one or more modified restructuring plans were approved by the European Commission, the Bank should continue to fail to comply with any commitments or conditions applicable at the time, the European Commission could, at last resort, demand that the Bank be liquidated.

Risks Connected with the Financial, Economic and Sovereign Debt Crisis

The profitability of BayernLB depends, inter alia, on the macroeconomic environment. The global financial market crisis initially triggered by an increase in defaults of securitised U.S. subprime mortgages in 2007 subsequently triggered a global economic slowdown and, due to the measures adopted by governments and central banks to prop up demand and stabilise banks and financial markets, a substantial extension of sovereign debts. Partially independent of these measures, sovereign debts and national deficits particularly of the European countries and the United States have come into the focus of the financial markets since 2009, leading to a significant increase in credit spreads and, consequently, sharply rising costs of state financing for some European countries (among them, Greece, Portugal, Ireland, Italy and Spain), which, in certain cases, jeopardised the countries' ability to pay. Extensive measures by financially stronger countries of the eurozone and supranational organisations to support bankruptcy-threatened countries and to prevent the crisis from spreading increased, in turn, sovereign debts and financial hazards of those countries. The crisis-laden developments particularly in Europe entail both considerable uncertainties for, and fluctuations on, the financial markets as well as negative impulses for the development of the global economy.

The ongoing European sovereign debt crisis therefore remains a big risk for the economic development and the financial markets. The confidence of businesses remains blurred due the uncertainty regarding the outcome of the sovereign debt crisis, leading to a postponement of investments and purchases. Especially German exports decline, due to the ongoing weakness of most of the European sales markets, which cannot be compensated by the economic growth in Asia and Latin America. Due to the focus of its business model on Germany, the BayernLB Group is exposed to the uncertainties resulting from the further development of the sovereign debt crisis and the decrease in growth rates and scaled down demand in the eurozone caused by it. Due to the economic stagnation or even slowdown to be anticipated in Europe, ongoing negative effects on the credit rating structure of the Bank's customers and, accordingly, credit risks are to be expected.

The extensive sovereign debts of certain countries raise concerns not only regarding the financial situation of those countries, but also of banks and other debtors that are either themselves located in those countries or that are, directly by virtue of receivables against those countries or debtors located there or indirectly by virtue of their business with third parties, exposed to credit risks connected with those countries. Any default, actual or threatening, of such country or of banks or other sizable debtors could have material negative impacts on the financial system, the financial markets, the markets on which BayernLB is active, BayernLB's customers or other counterparties or BayernLB itself in ways which are impossible to predict. However, any such development could negatively affect BayernLB's earnings, asset, liquidity and financial position and could, in particular, require write-downs on receivables owing to BayernLB.

The uncertainty regarding the allocation and the extent of credit risks as described in the foregoing could lead to a general collapse of confidence among banks - as has happened repeatedly since mid 2007. That could impact the Bank's prospects to obtain funding in inter-bank trade or increase refinancing costs and could therefore also have negative implications for BayernLB's liquidity and financial situation.

Regulatory and political actions by European governments in response to the European sovereign debt crisis might not be sufficient to prevent the crisis from spreading or to prevent a disintegration of the eurozone in its current form. This could have unpredictable consequences for the financial system and global economy and could have material negative impacts on the earnings, asset, liquidity and financial position of BayernLB.

Risks Resulting from BayernLB's Participation in MKB

In an economic environment characterised by severe recession in Eastern and South Eastern Europe including, in particular, Hungary, the Hungarian government resolved a number of surprising legislative measures in 2010 and 2011 which implied, amongst others, harsh interventions in the economy. This includes, for instance, the introduction of an extremely high bank levy payable independent of profitability and the enactment of the Foreign Currency Loan Repayment Act which allows private customers to repay foreign currency mortgage loans prematurely at exchange rates far below market rates.

Bayerische Landesbank anticipates an ongoing difficult situation in Eastern and South Eastern Europe. The longer-than-expected delay to the start of economic recovery and continued dull prospects for the economic development in the Eastern and South Eastern European markets, the toughening of capital requirements of the Hungarian banking supervisory authority, the persisting, unpredictable political situation in Hungary, the prolonged profit-independent bank levy and a breaking away of parts of the credit business in connection with the implementation of the Hungarian Foreign Currency Loan Repayment Act will influence the business performance and results and negatively affect future earnings prospects of MKB. BayernLB expects further regulatory interventions by the Hungarian government with possible consequences for the restructuring process and therefore the prospects and the value of MKB thus triggered are unforeseeable. Further measures to relieve the burden on the Hungarian economy arising from the impact of exchange rates on foreign currency loans are already being discussed.

BayernLB is the majority shareholder and major funding provider of MKB. Any further deterioration of the economic situation in Hungary could impose additional financial burden upon BayernLB and have negative effects on BayernLB's rating and refinancing costs. Furthermore this might limit BayernLB´s ability to sell its shareholding in MKB as set out in the State Aid Decision.

Risks Related to Hypo Alpe-Adria-Bank International AG

In the course of the take-over of former BayernLB subsidiary Hypo Alpe-Adria-Bank International AG (“HGAA”) by the Republic of Austria in December 2009 it was agreed, as part of the stabilisation concept for HGAA which had come into difficulties at the time, that loans granted to HGAA by Bayerische Landesbank were to be maintained beyond their originally agreed term until end of 2013. In addition, Bayerische Landesbank had granted further debt financings, comprising loans and securities with stated maturities beyond 2013, to HGAA. As at December 2012, a total of approximately EUR 2.4 billion of those loan and securities receivables (maturing by the end of 2013 and 2014) were outstanding.

In a letter and an ad hoc publication dated 13 December 2012 HGAA announced that it would suspend, for the time being, payment of interest and capital towards the above-mentioned outstanding loan and securities receivables owing to Bayerische Landesbank by HGAA and request Bayerische Landesbank to refund payments of interest and capital already made by HGAA in respect of the above-mentioned debt financings on the ground that in its opinion the respective debt financings should be qualified as equity- replacing shareholder loans, which pursuant to section 14 of the Austrian Equity Capital Replacement Act (Eigenkapitalersatz-Gesetz) would be to the consequence that repayments are blocked until such time as HGAA is sustainably restructured. Bayerische Landesbank objected to HGAA’s notion and filed action with the district court (Landgericht) of Munich on 13 December 2012, requesting the court to verify HGAA’s obligations in relation to the outstanding receivables of approximately EUR 2.4 billion (maturing by the end of 2013 and 2014) as at December 2012, in particular its obligation to pay interest and capital in accordance with the contractual agreements. The legal dispute with HGAA could and, should Bayerische

Landesbank fail to succeed in the dispute eventually or should the outstanding receivables not be paid for any other reason, would have material adverse effects on the assets, financial position and own funds of Bayerische Landesbank.

By letter dated 12 December 2012 the Republic of Austria threatened to rescind the share purchase agreement dated 29 December 2009, by which the Republic of Austria purchased the shares of Bayerische Landesbank in HGAA, and the preceding agreement on the stabilisation of HGAA dated 14 December 2009 on the basis of mistake, alleging it was not properly informed about the actual state of HGAA at the time of entering into the share purchase agreement. No corresponding legal action for rescission was raised by HGAA by the end of April 2013. In the interest of reducing legal cost and time spent on legal action, however, Bayerische Landesbank nevertheless waived the right to raise the defence of limitation (Verjährungseinrede) in case of legal action for rescission until end of 2013. Should the Republic of Austria rescind the share purchase agreement and should such rescission prove to be justified the share purchase agreement may become subject to adjustments or, in extreme circumstances, may have to be reversed, resulting in Bayerische Landesbank having to take back its former majority holding in HGAA. Apart from that, Bayerische Landesbank may face claims for damages of the Republic of Austria. Each of those consequences could have adverse effects on the assets and financial position of Bayerische Landesbank.

Risk of Possible Change of Control

According to the coalition agreement 2008 – 2013 of the governing parties in the Bavarian Parliament, CSU and FDP, plans are to develop a sustainable concept for Bayerische Landesbank which includes mergers, partial privatisation or total sale. Should the Free State of Bavaria decide to dispose of its (indirect) majority stake in BayernLB, this could have negative effects on the rating, the refinancing and, consequently, the liquidity and earnings position of BayernLB.

Risks Due to Own Funds Requirements

In order to cover potential losses resulting from the realisation of risks and pursuant to regulatory requirements, the Bank is required to maintain sufficient own funds at any time. Pursuant to regulatory definition in force at the date of this Registration Document, own funds consist of liable capital, which is composed of core capital (Tier I) and supplementary capital (Tier II) and regulatory Tier III instruments. The own funds of BayernLB recognised by regulatory laws currently include, amongst others, the paid-in equity capital (Grundkapital) and reserves, silent participations (stille Einlagen), profit participation rights (Genussrechte) and other hybrid capital instruments, as well as long-term subordinated debt obligations.

The regulatory requirements relating to own funds have been increased by the implementation of the Capital Requirements Directive II into national law and will be increased further successively from 2014 onwards pursuant to the Capital Requirements Directive (“CRD IV”) and the Capital Requirements Regulation (“CRR”), both approved on by the Council of Ministers on 27 March 2013 and the European Parliament on 17 April 2013, and relating national legislation. The CRR uniformly implements the Basel III recommendations of the Basel Committee on Banking Supervision of 2010 (“Basel III”) amongst others in relation to the capital requirements for banks in the European Economic Area („EEA“). The CRD IV contains supplementary framework provisions to be complemented by the member states of the EEA and especially enables them to require national banks to maintain certain equity buffers or even more own funds than required by law. The CRD IV and the CRR still must be formally finalised and published in the Official Journal of the European Union to take effect. The CRD IV and the CRR will cause, amongst others, hybrid capital instruments like, for example, silent participations and profit participation rights to be recognised as own funds only under stricter circumstances after expiry of certain transitional periods and the calculations of the required amount of own funds pursuant to the methods prescribed in the new legislative framework to result in increased capital requirements. Furthermore, the European Banking Authority (“EBA”) initiated stress tests in 2011 and 2012 which aimed at testing the equity bolster of systemically important banks irrespective of applicable national law and stricter than required by the transitional provisions of Basel III. It is to be expected that EBA will raise higher regulatory capital requirements than imposed by law. Moreover, there generally is a risk that regulatory requirements concerning own funds may be further tightened in the course of political and legislative initiatives on international, European and national level or that the standards regarding banks' equity are raised due to changed expectations of rating agencies or market participants. Any of the developments set out above may require the Bank to add on its equity or to replace existing capital instruments.

Generally, the risk exists that the Bank may not be in a position to obtain such own funds as might become required or that it will be able to obtain such funds only at higher cost or that it otherwise sees itself forced to reduce its risk-weighted assets and scale down its business activities accordingly. In either case, this could negatively affect the Bank's business prospects as well as its earnings, financial and liquidity position.

Risk of a Rating Downgrade

BayernLB is exposed to the risk that the ratings assigned to it by rating agencies could be downgraded. A downgrade could have negative effects on the funding opportunities of the Bank and would typically increase the costs of refinancing. They could thereby have negative implications for the liquidity, financial position, net assets and earnings of the Bank.

Credit Risks

Credit risks are the biggest risks for the BayernLB Group in terms of size. Credit risks arise from transactions that result in a claim against a borrower, issuer of securities or other counterparty. Any failure by them to meet their obligations results in a loss equal to the amount due but not paid less the value of realised collateral plus correlating settlement costs. Credit risks include debtor and guarantee risks from the credit business and issuer and counterparty risks from the trading business.

Credit risks also include country risks. Country risk is the risk of either a business partner based in a certain country or the country itself failing to meet its obligations in due time or at all due to sovereign acts, macro-economic problems or political problems (transfer and conversion risks). Country risks can arise, for instance, from a deterioration in macro-economic conditions, political or social upheaval, nationalisation or expropriation of assets, non-recognition by a government of international liabilities, currency control measures, currency depreciation or devaluation, payment or delivery bans, moratorium, embargo, war, revolution or coup d'état in the country in question. Currently, increased country risks exist in relation to several member states of the European Union with high deficits (including Greece, Ireland, Spain, Portugal and Italy).

Any loss resulting from the realisation of credit risk has a corresponding negative effect on the earnings, liquidity and financial position of the BayernLB Group.

Investment Risks

To achieve their corporate goals, BayernLB and its subsidiaries make investments in other enterprises. This involves the entering into investment risks, i. e. the risk of potential (value) losses from (i) the provision of equity or equity-like funding (e.g. silent participations) or the payment of a purchase price (this includes, for instance, losses from non-payment of dividends, partial write-downs, losses realised on sales or a reduction in hidden reserves), (ii) liability obligations (e. g. from letters of comfort or loss transfers resulting from profit and loss transfer agreements), or (iii) capital contribution commitments. Any realisation of investment risks would negatively affect the assets, earnings and financial position of the BayernLB Group.

Market Price Risks

Market price risk relates to potential economic value losses from disadvantageous changes in market prices. BayernLB breaks market price risks down into general (market-driven) and specific (credit rating- driven) interest rate risk, currency risk, share price risk, commodity risk and volatility risk. Such market price risks may arise, for example, from securities, fund holdings, money-market or foreign-exchange products, commodities, derivatives, currency or earnings hedging as well as quasi-equity funding or mismatches in asset/liability management. Market price risks are a significant risk the realisation of which may have a material adverse effect on the assets, financial and earnings position of the BayernLB Group.

Liquidity Risk

Liquidity risk is the risk of the Bank being unable to meet its payment obligations in full or in due time, or, in the event of a liquidity crisis, of being unable to obtain refinancing at all or except at elevated market rates or to sell an asset except at a discount to its fair value. Liquidity constitutes a core resource of the Bank, therefore successful liquidity (risk) management is of the essence. Should BayernLB not have sufficient funds at any time to fulfil its payment obligations as they fall due, this could result in the investor losing his investment in debt securities of BayernLB in whole or in part. Should BayernLB not be in a position to raise funds except at elevated costs or to sell an asset except at a discount to its fair value, this would also have negative impacts on the earnings positions of the Bank.

Operational Risks

In line with the regulatory definition, operational risk means any risk of loss resulting from inadequate or failed internal processes or systems, human failure or shortfall or external events. This includes legal risks. Legal risks are risks of loss arising from non-compliance with the legal framework set by laws and jurisdiction due to ignorance (even if unintentional or unavoidable), insufficient diligence in applying the law or failure to respond to legal changes within reasonable time. Any realisation of operational risks could have negative effects on the assets, earnings and financial position of the BayernLB Group.

Risk of Failure of Risk Management Systems

BayernLB and the BayernLB Group have implemented responsibilities and processes as well in their organisational structure as in their process organisation in order to identify, analyse, measure, control, limit and monitor risks to the greatest possible extent. These methods, dispositions and procedures are developed further continuously and are also implemented within the entire BayernLB Group. There can be no assurance, however, that the existing procedures will prove sufficient and adequate in the future. Any such insufficiency or inadequacy could expose BayernLB or its subsidiaries to unanticipated substantial losses and could have a material adverse effect on the business and financial condition of BayernLB and the BayernLB Group and could ultimately result in BayernLB's inability to fulfil its obligations under its securities. Moreover, the Bank may not be successful in developing and implementing new adequate risk management procedures.

For additional information about the risks that the BayernLB Group is exposed to, please also see pages 124 to 167 of the Group Management Report for the 2012 financial year (Risk Report). The Group Management Report for the 2012 financial year is incorporated in this Registration Document by reference.

INFORMATION ABOUT BAYERISCHE LANDESBANK

General Information

The legal name of the Issuer is Bayerische Landesbank, the Issuer's commercial name is BayernLB. Bayerische Landesbank is registered in the commercial register (Handelsregister) of the district court (Amtsgericht) Munich under HRA 76030.

The Bank was established for an unlimited period of time by the Act on the Establishment of Bayerische Landesbank Girozentrale (Gesetz über die Errichtung der Bayerischen Landesbank Girozentrale) of 27 June 1972 by way of a merger of Bayerische Landesbodenkreditanstalt (founded in 1884) and Bayerische Gemeindebank (Girozentrale) Öffentliche Bankanstalt (founded in 1914).

Bayerische Landesbank is a public law institution (Anstalt öffentlichen Rechts) under the laws of the Federal Republic of Germany. Its registered domicile is Munich. Its head office is at Brienner Strasse 18, 80333 Munich, Federal Republic of Germany (tel. +49 (0)89 2171-0).

According to the Law on Bayerische Landesbank, the Bank may, upon resolution of the General Meeting and subject to the consent of the Bavarian State Ministries of Finance and the Interior as supervisory authority and the Bavarian Parliament, participate in mergers (Verschmelzung), spin-offs (Ausgliederung) or split-offs (Abspaltung) with other entities established or to be established under public or private law, or change its legal form (Rechtsformwechsel) into a stock corporation (Aktiengesellschaft).

Organisational Structure

BayernLB is the parent company of a group of companies which comprised 37 fully consolidated subsidiaries as at 31 December 2012. The latter include direct participations in the following credit institutions:

Credit Institution BayernLB Interest Deutsche Kreditbank Aktiengesellschaft, Berlin 100.00 per cent. Banque LBLux S.A., Luxembourg 100.00 per cent. MKB Bank Zrt., Budapest 98.10 per cent.

Based on the commitments entered into by BayernLB in connection with the State Aid Decision to sell participations, BayernLB started the selling process with regard to Banque LBLux S.A. on 31 January 2013 in a bidding procedure. Furthermore, the State Aid Decision requires BayernLB to dispose of its shareholding in MKB.

As to the business of the above-mentioned credit institutions please refer to the section "Business Overview", subsection " Principal Activities and Principal Markets".

Besides the 37 fully consolidated subsidiaries, the participations portfolio of BayernLB comprises approximately 225 further participations. For further details concerning BayernLB's participations portfolio as of 31 December 2012, reference is made to pages 186 to 188 (Notes (3) and (4) – Scope of consolidation and Consolidation principles), pages 232 to 234 (Note (52) – Non-current assets and disposal groups held for sale) and pages 266 to 273 (Note (82) – Shareholdings) of the consolidated financial statements of Bayerische Landesbank for the 2012 financial year. The consolidated financial statements of Bayerische Landesbank for the 2012 financial year are incorporated in this Registration Document by reference.

For further anticipated changes in BayernLB's participations portfolio as a consequence of the commitments entered into by BayernLB in connection with the State Aid Decision, please refer to the section "Business Overview", subsection "Restructuring of BayernLB Group and State Aid Decision", sub- paragraph " State Aid Decision and Restructuring Commitments".

Administrative, Management and Supervisory Bodies

Pursuant to the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) and the statutes (Satzung) of Bayerische Landesbank, the bodies of the Bank are the Board of Management (Vorstand), the Board of Administration (Verwaltungsrat) and the General Meeting (Generalversammlung).

The competences and responsibilities of each of those bodies are set out in detail in the Law on Bayerische Landesbank and the statutes of Bayerische Landesbank. The Board of Management conducts the business of the Bank, while the Board of Administration in particular supervises the Bank's Board of Management and resolves on the guidelines for the Bank's business policy, the appointment and dismissal of the members of the Board of Management, the adoption or approval of the unconsolidated and consolidated financial statements and the giving of consent to particular transactions. After previous discussion within the Board of Administration, the General Meeting in particular resolves on amendments to the statutes of the Bank (including adjustments of the nominal capital), the implementation of transformation measures, the appropriation of profits and the coverage of any net loss for the year, the appointment of auditors in special cases, the exoneration of the members of the Board of Administration and, upon proposal by the Board of Administration, the appointment of the auditors and the exoneration of the members of the Board of Management.

The following table sets out the members of the Board of Management, Board of Administration and General Meeting, their functions in Bayerische Landesbank and an indication of the principal activities performed by them outside Bayerische Landesbank where these are significant with respect to Bayerische Landesbank. All of the members of the Bank's bodies have their business address at Brienner Strasse 18, 80333 Munich, Federal Republic of Germany.

Board of Management

Name Function in Bayerische Landesbank / Principal activities outside Bayerische Responsibility Landesbank

Gerd Häusler Chief Executive Officer Liquiditäts-Konsortialbank GmbH, Frankfurt – deputy member of the board Markets of administration Corporate Center (Legal Services, Group Strategy & Group Communi- RHJI International SA, Brussels – cations, Audit) member of the supervisory board DKB Dr Edgar Zoller Deputy Chief Executive Officer Real Estate & Savings Banks / Association Bayerische Landesbodenkreditanstalt

Michael Bücker Member of the Board of Management Corporates & Mittelstand Marcus Kramer Member of the Board of Management Landesbank Saar, Saarbrucken – Risk Office member of the board of administration Restructuring Unit Corporate Center (Group Compliance)

Nils Niermann Member of the Board of Management Banque LBLux S.A. Operating Office Stephan Winkelmeier Member of the Board of Management KGAL GmbH & Co. KG, Grünwald – chairman of the board of administration Financial Office MKB

Board of Administration

Name Function in Bayerische Landesbank / Principal activities outside Bayerische number of votes Landesbank

Dr Markus Söder Chairman of the Board of Administration State Minister – Bavarian State Ministry 2 votes of Finance Alexander 1st Deputy Chairman of the Board of Mettenheimer Administration 1 vote Walter Strohmaier 2nd Deputy Chairman of the Board of Sparkasse Niederbayern-Mitte – Administration Chairman of the Board of Management 1 vote Dr Dr Axel Diekmann Member of the Board of Administration Verlagsgruppe Passau GmbH – 1 vote Shareholder Ralf Haase Member of the Board of Administration 1 vote Chairman of the General Staff Council of Bayerische Landesbank Joachim Herrmann Member of the Board of Administration State Minister – Bavarian State Ministry 2 votes of the Interior Jakob Kreidl Member of the Board of Administration President of the Bavarian County Association 1 vote District Administrator of the District Office Miesbach Wolfgang Lazik Member of the Board of Administration Deputy Secretary – Bavarian State 2 votes Ministry of Finance Dr Klaus von Member of the Board of Administration Independent Consultant Lindeiner-Wildau 1 vote Prof Dr Christian Rödl Member of the Board of Administration Managing Partner of Rödl & Partner 1 vote GbR Martin Zeil Member of the Board of Administration State Minister – Bavarian State Ministry 2 votes of Economic Affairs, Infrastructure, Transport and Technology Up to two deputy members may be appointed for each member of the Board of Administration.

General Meeting

Voting rights in the General Meeting are exercised in accordance with the Owners' shares in the nominal capital of BayernLB Holding AG and may only be exercised uniformly by one representative of the respective Owners (the "Principal" – Stimmführer).

Name Function in Bayerische Landesbank Principal activities outside Bayerische Landesbank

Dr Markus Söder Chairman of the General Meeting State Minister – Bavarian State Ministry of Finance Harald Hübner Principal for the Free State of Bavaria Under-Secretary – Bavarian State Ministry of Finance

Frieder Jooß 1st Deputy Principal for the Free State of Deputy Assistant Under-Secretary – Bavaria Bavarian State Ministry of Finance Theo Zellner Principal for the Association of Bavarian President – Association of Bavarian Savings Banks Savings Banks Dr Ivo Holzinger 1st Deputy Principal for the Association Lord Mayor – City of Memmingen of Bavarian Savings Banks Walter Pache 2nd Deputy Principal for the Association Sparkasse Günzburg-Krumbach – of Bavarian Savings Banks Chariman of the Board of Management Sparkassenbezirksverband Schwaben – District Chairman

Conflicts of Interests

Each of the Bank's Owners and, in the case of the representative of the works council of Bayerische Landesbank, the Bank's works council directly appointed its own representatives as members of the Board of Administration and the General Meeting. Each of those members' principal occupation is set out in the right column of the three tables above (other than the representative of the Bank's works council, whose principal occupation is that of an officer of BayernLB). Furthermore, members of the Board of Management, the Board of Administration and the General Meeting from time to time accept membership on supervisory or administrative boards of other companies within the limits prescribed by law. The most important of such activities outside the Issuer are also specified in the right column of the three tables above. The duties of those persons to the Bank on the one hand and their principal occupations, membership in supervisory or administrative boards or other obligations or private interests on the other hand give rise to potential conflicts of interests.

Shareholders

The subscribed capital of Bayerische Landesbank amounts to EUR 2,300,000,000. The subscribed capital is fully paid up. Sole shareholder of Bayerische Landesbank is BayernLB Holding AG. It is intended to increase the subscribed capital of Bayerische Landesbank to EUR 2,800,000,000 by the use of its own capital resources until 30 June 2013 at the latest.

94.03 per cent. of the share capital of BayernLB Holding AG are held by the Free State of Bavaria, the remaining 5.97 per cent. are held by the Association of Bavarian Savings Banks. Accordingly, the Free State of Bavaria and the Association of Bavarian Savings Banks hold a corresponding indirect interest in Bayerische Landesbank.

In connection with the State Aid Decision BayernLB committed itself to repay all silent participations of unlimited duration held by the Bavarian savings banks in BayernLB. At the same time the Association of Bavarian Savings Banks will inject capital of EUR 831.7 million into BayernLB Holding AG against issue of new shares in BayernLB Holding AG. The new shares of the Association of Bavarian Savings Banks will be determined on the basis of a business valuation of BayernLB Holding AG calculated in accordance with valuation standard IDW S1 at the time of the capital increase, provided, however, that the shareholding of the Association of Bavarian Savings Banks shall in no event exceed 25 per cent. of all outstanding shares of BayernLB Holding AG and thus will continue to remain below the blocking minority.

According to the coalition agreement 2008 – 2013 of the governing parties in the Bavarian Parliament, CSU (Christlich Soziale Union) and FDP (Freie Demokratische Partei), plans are to develop a sustainable concept for Bayerische Landesbank which includes mergers, partial privatisation or total sale.

Protection Scheme of the Savings Banks Financial Group (Sparkassen-Finanzgruppe)

In Germany, private sector commercial banks, credit institutions organised under public law and credit cooperative institutions each have their own protection scheme. The Bank is a member of a fund called Sicherungsreserve der Landesbanken / Girozentralen established by and for the mutual assistance of all Landesbanken in Germany. The Sicherungsreserve der Landesbanken / Girozentralen is an

acknowledged securing banking institution within the meaning of § 12 of the German Deposit Protection and Investor Compensation Act (Einlagensicherungs- und Anlegerentschädigungsgesetz). The Sicherungsreserve der Landesbanken / Girozentralen serves to protect its member institutions in accordance with its statutes and, in particular, to ensure their liquidity and solvency. Customers do not have a claim against the Sicherungsreserve der Landesbanken / Girozentralen.

Via the Sicherungsreserve der Landesbanken / Girozentralen, the Bank participates in the protection scheme of the Savings Banks Financial Group (Sparkassen-Finanzgruppe) established by the German Savings Banks Association (Deutscher Sparkassen- und Giroverband). In addition to the Sicherungsreserve der Landesbanken / Girozentralen, the protection scheme of the Savings Banks Financial Group includes eleven regional funds for mutual financial assistance established by the regional savings banks associations as well as a separate fund established by the building and loan associations (Landesbausparkassen). All these funds form a joint liability scheme in order to have recourse to each fund in case of a support event in accordance with the relevant statutes.

Amendments to the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) and the Statutes (Satzung) of Bayerische Landesbank

The State Aid Decision contains, amongst others, requirements regarding the bodies of the Bank, its internal division of powers and its management. The European Commission demands that the organisational structure of Bayerische Landesbank be comparable with that of private-law companies. A key element of this demand is the re-arrangement of the Board of Administration into a lean supervisory board with even more participation of external members.

Based on this demand a draft regarding an amendment to the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) was approved on 20 November 2012 by the Bavarian Cabinet, which in essence provides for the following: The number of the external representatives in the Board of Administration – which will be called Supervisory Board in the future – will be increased by one to five representatives. Staffing of the Supervisory Board ex officio will be discontinued, all shareholder representatives will be appointed by the General Meeting. In the future the Free State of Bavaria will be represented by at least three state officials in the Supervisory Board instead of members of the Bavarian State Government. In order to strengthen the influence of the state representatives they will be provided – as previously – with a double voting right. This fact as well as the appointment and the dismissal of all shareholder representatives by the General Meeting, where the Free State of Bavaria holds a clear majority, make sure that the Free State of Bavaria will continue to have controlling influence on Bayerische Landesbank.

In the context of the planned amendment to the Law on Bayerische Landesbank it is intended that certain acquisitions and/or sales of participations of Bayerische Landesbank require the approval of the Bavarian Parliament (Bayerischer Landtag) or one of its committees.

The amendments to the Law on Bayerische Landesbank necessitates consequential changes of the statutes (Satzung) of Bayerische Landesbank, which will also be revised.

The entry into force of the amendments to the Law on Bayerische Landesbank and the statutes is expected by June 2013.

BUSINESS OVERVIEW

Duties and Functions Pursuant to Law and Statutes

According to the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) and its statutes (Satzung), the Bank's duties and functions include in particular strengthening competition in Bavaria by means of its business activities while observing market and competition requirements and providing the economy, particularly the mid-market (Mittelstand) and the public sector, with appropriate and sufficient financial and credit services. BayernLB is a commercial bank that competes in the market and which focuses on Bavaria, Germany and neighbouring European regions. The Bank shall support the Free State of Bavaria and the local authorities of the Free State of Bavaria, including the savings banks, in the fulfilment of public duties and, in particular, infrastructure development tasks through its business activities. It is the central bank to the savings banks and takes into account the needs of the savings banks when conducting its business. It is also a municipal bank and performs the function of principal bank to the Free State of Bavaria. The Bank may conduct all types of banking business and financial service transactions as well as all other transactions serving the purposes of the Bank. The taking of savings book deposits is generally not permitted. The Bank's business shall be conducted in accordance with mercantile principles in compliance with the Bank's public mandate. According to the Law on Bayerische Landesbank, Bayerische Landesbodenkreditanstalt, as an entity responsible for state-subsidised business exists within the Bank as legally dependent institution established under public law. Bayerische Landesbodenkreditanstalt is organisationally and financially independent and may act, sue and be sued under its respective name. The assets of Bayerische Landesbodenkreditanstalt must be managed separately from the other assets of the Bank (special fund).

Restructuring of BayernLB Group and State Aid Decision

Re-focussed Business Model

Due to massive negative impacts of the international financial market crisis which started mid 2007 in the segment of U.S. subprime mortgages on the Bank's results in 2007 and 2008, BayernLB received substantial support in 2008 and 2009 from the Free State of Bavaria and the Federal Republic of Germany in the form of a recapitalisation of EUR 10 billion by the Free State of Bavaria, a risk shield of EUR 4.8 billion in relation to its ABS portfolio granted by the Free State of Bavaria in relation to its asset-backed securities portfolio (for details please see the section "Material Contracts") and liquidity guarantees granted by the Federal Republic of Germany, acting through the Finanzmarkstabilisierungsfonds (SoFFin), to Bayerische Landesbank in the amount of EUR 15 billion (which guarantees have expired meanwhile without having been drawn).

As a first reaction to the crisis, the Bank thoroughly revised its business model in 2008 and 2009 with the aim to bring about a fundamental strategic re-orientation and reduce risks considerably in the future. The vision of the Bank underlying the revised business model is a significantly smaller and focused customer bank offering a broad product mix comparable to a universal bank and placing its regional focus on Bavaria and Germany, complemented by selective business outside Germany. Business with private, corporate and real estate customers, in particular in the mid-market (Mittelstand), with the savings banks as customers, strategic distribution partners and funding partners and with the public sector constitute the essential components of the business model. International business is to concentrate on serving German customers abroad and foreign customers with a link to Germany. The reduction of the Bank's size involves the closure of locations and the disposal of subsidiaries and participations, as well as the termination and controlled winding-down of business activities. For the latter purpose, the Bank established the so-called internal "Restructuring Unit" effective 1 July 2009, which handles the winding-down of non-core business transferred to it and monitors the other reduction measures taken by business areas and subsidiaries across the entire group. Large parts of the re-focussed business model have already been implemented (for details please see the section “Business Overview” – “Principal Activities and Principal Markets”).

State Aid Decision and Restructuring Commitments

By the State Aid Decision, the European Commission found that the afore-said support measures by the Free State of Bavaria and the Federal Republic of Germany, together with a funding guarantee for liquidity granted by the Republic of Austria to Bayerische Landesbank as beneficiary in relation to receivables

owing from BayernLB's former subsidiary HGAA and a transfer of capital from the Free State of Bavaria in Bayerische Landesbodenkreditanstalt to Bayerische Landesbank, constituted state aid pursuant to Article 107(1) of the Treaty on the Functioning of the European Union, and approved such state aid based on certain commitments to fundamentally restructure the Bank and subject to the condition of a substantial repayment of the state aid received. The key points of the restructuring commitments, which are based on the Bank's restructuring plan in a form approved in the State Aid Decision by the European Commission, are:

· Reduction of balance sheet total – BayernLB Group: BayernLB undertakes to reduce its balance sheet assets to approximately EUR 239.4 billion by 31 December 2015 by closing locations abroad, selling participations and restricting its business activities.

· Reduction of balance sheet total – Restructuring Unit: The total balance sheet assets of the Restructuring Unit will be reduced further by 31 December 2015.

· Restriction of core business activities: In the business areas of project finance, international real estate business in the foreign locations and corporate banking (financing of large corporates), BayernLB will conduct only business with a link to Germany and ensure that the risk-assets (Risikoaktiva) of the core business in those business areas do not exceed certain prescribed ceilings.

· Closure of business activities and trading for own account: Asset-backed securities investments, transaction-related secured lending/acquisition finance with no link to Germany, asset based ship and aircraft financings (other than 100 per cent. ECA covered aircraft financings) and new credit business with municipalities outside Bavaria (other than liquidity management measures and financings for public-private partnerships, projects and exports in the interest of customers with a link to Germany where a public authority is the customer or offtaker) will no longer be part of the Bank's core business. Furthermore, BayernLB will continue to refrain from dedicated proprietary trading, i.e. it will carry out trading activities only in the context of business with customers, for liquidity and asset-liability-management or for the economic transfer of balance sheet items to the Restructuring Unit or to third parties.

· Sale of Bayerische Landesbausparkasse: Another key point of the restructuring commitments, the sale of Bayerische Landesbausparkasse, was effected on 31 December 2012. As of this date BayernLB transferred and the Association of Bavarian Savings Banks acquired Bayerische Landesbausparkasse for the price of EUR 818.3 million.

· Sale of participations: BayernLB has already sold its interests in DKB Immobilien AG, Berlin, in February 2013 and will sell its interests in MKB Bank Zrt., Budapest, Banque LBLux S.A., Luxembourg and KGAL GmbH & Co. KG, Grünwald, and its unlimited partner, as well as in a number of other businesses, within prescribed deadlines (which may be postponed in certain circumstances). The selling process with regard to Banque LBLux S.A. started on 31 January 2013 in a bidding procedure. On 8 April 2013 BayernLB sold its stake in GBW AG to an investor syndicate led by PATRIZIA for a net price of EUR 882 million. The transaction is still subject to approval by the competition authorities but is expected to close in the second quarter of this year.

· Further reduction of risk positions: BayernLB undertakes to further reduce its risk positions by 2017 in the total amount of EUR 10 billion which reduction it intends to achieve primarily through optimisation of risk position calculation. To the extent business needs to be further reduced in this context such reduction is not to be counted towards the reduction in the balance sheet total pursuant to the first bullet point above and the Bank shall offset any resulting loss of revenue by reducing costs as appropriate.

The restructuring phase ends on 31 December 2015. The commitments set out in the first, third and forth bullet point above, however, will continue to apply until BayernLB has fulfilled all of its payment obligations stipulated in the State Aid Decision (in that regard, please see the section "Risk Factors", subsection "Risks Resulting from the State Aid Decision and the Restructuring of BayernLB Group" and the section "Material Contracts"), but in any case not beyond 31 December 2018. The implementation of all commitments and conditions on which the State Aid Decision is based is monitored by the monitoring

trustee independent of BayernLB, RBS RoeverBroennerSusat GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Domstraße 15, 20095 Hamburg. In addition, the Federal Republic of Germany, as formal party to the state aid procedure, has been ordered in the State Aid Decision to ensure the full implementation of the Bank's restructuring plan in the form approved by the European Commission and of all commitments and conditions on which the State Aid Decision is based.

Principal Activities and Principal Markets

Within the framework of its fundamental, strategic re-orientation as a focused customer bank, BayernLB today positions itself as a lean business and real estate financier and partner to the savings banks with focus on Bavaria and Germany. Through its head office in Munich and a branch in Nuremberg BayernLB is firmly established in Bavaria as its home market. To promote Mittelstand business in Germany, an office was established in Dusseldorf in 2010. Abroad, BayernLB currently maintains branches in London, Paris, Luxemburg, Milan and New York and is represented through a representative office in Moscow and German Centres in Shanghai and Delhi.Gurgaon. German centres are building blocks established upon the initiatives of federal and state ministries and banks in co-operation with partners in the respective countries offering German enterprises office space along with a comprehensive range of services. Pursuant to the Bank's restructuring plan, international business will be conducted only in the London, Paris, Milan and New York branch in the future. The Luxembourg branch will be closed by 31 December 2013.

In the context of the re-focussed business model core- and non-core activities were defined and a new segmentation of the business units was implemented at the beginning of 2013.

The Core Unit comprises four pillars, corresponding to the business units:

• „Corporates & Mittelstand“; • „DKB“; • „Real Estate & Savings Banks / Association“ as well as • „Markets“.

All non core activities are pooled in the new segment „Non Core Unit“ (NCU).

Core Unit

Corporates & Mittelstand

· Large Corporates Business In its large corporates business, BayernLB serves large German and multinational companies with strong connectivity to Germany particularly in the automotive and auto supply, aviation, aerospace and defence, hotels and tourism, logistics, manufacturing and engineering, transportation, food and beverages, textiles and apparels, technology, construction and construction suppliers, telecommunication, hospitals, service providers, media, energy, waste management, utilities, oil, gas, steel, chemicals, health care, pharmaceuticals and basic resources branches. In this area, the Bank offers, besides classic credit products like syndicated loans, guarantees and subsidised loans, solutions for equity-oriented finance, acquisition finance, capital market finance, as well as corporate financial advisory and financial risk and claims management. A special focus has been placed on the renewable energy sector (photovoltaic, solar thermal, on- and offshore wind power and geothermal).

· Mittelstand Business In its Mittelstand business, BayernLB serves German Mittelstand (mid-market) customers with an annual turnover of EUR 100 million or more (in the core markets Bavaria and North Rhine-Westphalia EUR 50 million or more) through its Munich, Nuremburg and Dusseldorf offices with the whole range of bank products and services. These include classic working capital and investment loans, syndicated loans, complex project financings, equity solutions and equity-like products, subsidies business, money and foreign exchange transactions, hedging transactions employing derivatives and services in connection with the Bank's customers' foreign business. In addition, Mittelstand customers ranging below the aforesaid

turnover threshold are served together with the savings banks in the syndicated loan business.

· Structured Finance BayernLB's Structured Finance division offers structured finance products for leasing, asset finance, asset securitisation, export finance and project finance (in particular for the infrastructure and energy sectors).

Deutsche Kreditbank Aktiengesellschaft Deutsche Kreditbank Aktiengesellschaft, a wholly owned subsidiary credit institution of Bayerische Landesbank, which forms an independent business segment since 31. January 2013, is the parent company of a sub-group with activities in the retail customers, infrastructure and corporate customers segments. In the retail customers segment DKB acts as an internet-based direct bank for the whole of Germany and also beyond Germany. In this segment, it took over the entire private customer business of BayernLB (without Bayerische Landesbausparkasse and Bayerische Landesbodenkreditanstalt) in 2008. In the infrastructure segment, DKB particularly acts in the public private partnership, housing, healthcare and sheltered housing and the education and research sectors as well as, in particular, in the energy and utilities sector, where it has taken over all customer relationships of Bayerische Landesbank. In the corporates segment, the focus is on the renewable energy, agriculture and food, tourism and self- employed customers sectors.

Real Estate & Savings Banks / Association

· Real Estate Business The real estate business of BayernLB comprises real estate financing in the commercial sector (esp. portfolio financing as well as fund and cross-border financing) and residential sector (financing of residential property developers and housing companies), financing of managed properties (hotel and health care properties) and real estate services. The focus is on German customers and international customers with German connectivity. Mittelstand real estate customers in Bavaria are served in close cooperation with the savings banks.

· Real Estate Subsidiaries The Bank's real estate participations include Real I. S. AG, the asset management company for the commercial real estate business of the BayernLB Group and an important initiator of real estate funds for the Bavarian Savings Banks Financial Group, Bayerische Landesbank Immobilien-Beteiligungs- Gesellschaft mbH & Co. KG, which is active in the real estate consulting and participations business, and LB Immobilienbewertungsgesellschaft mbH, a service provider for real estate valuations and research, all of which are wholly-owned subsidiaries of Bayerische Landesbank.

· Savings Banks and Public Sector Business With regard to the close relationships of the savings banks to the public sector (in particular to municipalities, for whom the savings banks often act as principal bank) and, based on this, parallel sales structures within the Bank, the Bank's business with savings banks and the public sector is integrated in a single division named "Savings Banks & Association".

- Savings Bank Business In its capacity as central institution to the savings banks BayernLB maintains close connections to the Bavarian savings banks and the Savings Banks Financial Group of Bavaria. In addition, the Bank is a member of the German Savings Banks Organisation (Deutscher Sparkassen- und Giroverband), which includes more than 400 regional savings banks nationwide providing private customers and economy in all parts of Germany with bank products and services through their close-knit network of branches. The savings banks are both important core customers and significant funding partners for the entire BayernLB Group. In this context, the Savings Banks division functions as a central hub within BayernLB for the cooperation of the Bank with the German savings banks in Bavaria and outside Bavaria and across all product groups of BayernLB. In the field of the savings banks' proprietary business the Bank provides the savings banks with deposits and capital instruments like overnight and time deposits or bonds and assists them in their refinancing activities, for example through refinancing loans or the arrangement and administration of credit pooling models and the

issue of own Savings-Banks-Pfandbriefe. In respect of the savings banks' customer business, BayernLB offers specially customised products and advisory services for the Mittelstand, municipal, commercial real estate and retail customer business of the savings banks.

- Public Sector Business This segment serves governmental and municipal customers and institutions organised under public law such as development banks, pension funds, churches, foundations and social security schemes with a broad range of banking products and services (except for the direct lending business with Bavarian municipalities, which is performed by Bayerische Landesbodenkreditanstalt). In relation to financing and investment business with the public sector, the focus of the Bank's activities is on Germany. These activities also serve to fulfil BayernLB's legal and statutory duties as municipal bank and as principal bank for the Free State of Bavaria. In its capacity as principal bank for the Free State of Bavaria, it acts, amongst others, as manager for bond issues and development programmes of, and takes on treasury and asset management functions for, the Free State of Bavaria.

· Bayerische Landesbodenkreditanstalt In its role as an organ of governmental housing policy, Bayerische Landesbodenkreditanstalt conducts banking-related measures associated with subsidised residential and municipal construction and manages agricultural credit and subsidy programmes on behalf of the Free State of Bavaria. Besides providing state-subsidised loans as trustee, Bayerische Landesbodenkreditanstalt offers, with the support of the Free State of Bavaria and KfW Förderbank, low-interest loan programmes for its own account to promote construction of residential and rental accommodations. In addition, Bayerische Landesbodenkreditanstalt engages in the state and municipal credit business, which includes, in particular, direct lending to the Bavarian municipalities.

· Markets

All capital markets, trading and securities issue activities of BayernLB are concentrated in the Markets business area. In addition, this area includes BayernLB's own, group wide liquidity, interest and asset- /liability-management (treasury), the business with banks, insurance companies and other institutional customers and the economics and research division of Bayerische Landesbank. Since the re-orientation of the Bank's business model, Markets primarily functions as product supplier for the Bank's customer business: the activities of Markets are restricted to transactions upon customer demand; proprietary trading activities have been discontinued, except to the extent necessary for the Bank's group treasury purposes. The Treasury Products division within Markets is engaged in trading in securities, money market and foreign exchange products, interest, energy and commodity derivatives as well as financial products in the energy and commodity solutions product field like oil and gas products, precious and non-ferrous metals and CO2 certificates. In addition, Markets deals with products for the savings banks' proprietary investments and with investment products for the savings banks' customers. The Capital Markets division within Markets engages in the issue of own, and the arrangement and placement of issues by customers of, unsecured bonds, Pfandbriefe, covered bonds, government bonds, Schuldscheine and structured investment products. Markets also comprises BayernInvest Kapitalanlagegesellschaft mbH, a wholly- owned BayernLB subsidiary which manages, as institutional asset manager and master investment company, investments of savings banks, companies, insurers and pension funds primarily in European bonds and equities.

Non-Core Unit

· Restructuring Unit

The Restructuring Unit, established with effect from 1 July 2009, is responsible for progressively winding down the major part of BayernLB's non-core business activities, which has been transferred to it. The objective is to release the capital and liquidity resources bound by non-core activities in a most capital- sparing manner. Furthermore, the Restructuring Unit handles all of BayernLB's exposures that are in restructuring or liquidation, irrespective of their allocation to core business or non-core business portfolios.

Both investment and credit portfolios are concentrated in the Restructuring Unit. The investment portfolio contains the investments in asset-backed securities (including the guarantee agreement with the Free

State of Bavaria to hedge those holdings) and other investments in securities and credit derivatives in portfolios which are no longer part of the Bank's core business. The credit portfolio of the Restructuring Unit essentially comprises portions of the portfolios with financial institutions and the public sector, commercial real estate financings (outside Germany), corporate financings (outside Germany) and structured financings (outside Germany), ship and aircraft financings, leveraged buyout financings in Europe, USA and Asia as well as all of the non-risk-relevant end financed residential real estate financing. In addition, the securitisation platform Giro Lion Funding Limited located in Jersey, as well as several participations to be sold (inter alia the asset financer KGAL GmbH & Co. KG, Grünwald) have been allocated to the Restructuring Unit.

· MKB

Through the sub-group of MKB Bank Zrt., in which Bayerische Landesbank holds an 98.1 per cent. interest, BayernLB is engaged in Eastern Europe. MKB Bank Zrt. is a Hungarian universal bank with focus on corporate finance, money and capital markets and retail banking. In the retail segment, MKB Bank Zrt. focuses on high-net-worth private clients as well as small businesses and self-employed customers. The MKB-Euroleasing Group within the MKB group offers a comprehensive range of services for cars. The subsidiaries of MKB Bank Zrt. include MKB Unionbank AD in Bulgaria and MKB Romexterra Bank S.A. in Romania, both of which focus on the retail segment and small and medium-sized enterprises, and a number of life and non-life insurance companies.

· Banque LBLux S. A.

The core business areas of Banque LBLux S. A., an internationally oriented euro bank in the financial centre of Luxembourg which is also held wholly-owned by Bayerische Landesbank, are corporate banking in the Benelux region and international private banking and wealth management. In addition, it functions as service provider for the offices and entities of the BayernLB Group in Luxembourg. The corporate banking division offers upper Mittelstand customers, multinationals and qualified investors, in particular, a broad range of products and services, including corporate, real estate and project financings. The private banking division of Banque LBLux S. A. is primarily active in international investment consulting and management for high-net-worth individuals as well as savings banks, asset managers and other financial service providers.

· Other Non-Core Activities

Other non-core activities comprise all activities not included in BayernLB´s re-focussed business model, especially all participations to be sold due to the requirements of the State Aid Decision.

FINANCIAL AND TREND INFORMATION

Historical Financial Information and Group Management Report 2012

The consolidated financial statements of Bayerische Landesbank for the 2012 and 2011 financial years and the Group Management Report for the 2012 financial year and the unconsolidated financial statements of Bayerische Landesbank for the 2012 financial year are incorporated in this Registration Document by reference.

The consolidated financial statements of Bayerische Landesbank for the 2012 and 2011 financial years were prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (the "IFRS"). The unconsolidated financial statements of Bayerische Landesbank for the 2012 financial year were prepared in accordance with the German Commercial Code (Handelsgesetzbuch).

The consolidated financial statements of Bayerische Landesbank for the 2011 financial year together with the related Group Management Report, were audited by PricewaterhouseCoopers Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft. The consolidated financial statements of Bayerische Landesbank for the 2012 financial year, together with the related Group Management Report, and the unconsolidated financial statements of Bayerische Landesbank for the 2012 financial year, together with the related Management Report, were audited by Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft.

In each case, an unqualified auditor's report was issued in accordance with Section 322 of the German Commercial Code (Handelsgesetzbuch) in the German language on the German language version of each of the consolidated financial statements together with the related Group Management Report and the unconsolidated financial statements together with the related Management Report.

Developments since 31 December 2012

Significant developments having ocurred after the end of the 2012 financial year are published in the Group Management Report for the 2012 financial year on page 119 under the heading “Events after the end of the reporting period”. The Group Management Report for the 2012 financial year is incorporated in this Registration Document by reference and integrated in the BayernLB 2012 Annual Report and Accounts – Consolidated Financial Statements.

No Significant Change in Financial Position since 31 December 2012

There has been no significant change in the financial position of the BayernLB Group since 31 December 2012.

Outlook for 2013

Informations regarding known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of Bayerische Landesbank in the 2013 financial year, are published in the Group Management Report for the 2012 financial year on pages 120 – 123 under the heading “Outlook”. The Group Management Report for the 2012 financial year is incorporated in this Registration Document by reference and integrated in the BayernLB 2012 Annual Report and Accounts – Consolidated Financial Statements.

No Material Adverse Change in Prospects since 31 December 2012

There has been no material adverse change in the prospects of Bayerische Landesbank since 31 December 2012.

MATERIAL CONTRACTS

On 19 December 2008, Bayerische Landesbank concluded a guarantee agreement with the Free State of Bavaria which protects the Bank (core bank) against losses from the ABS portfolio of BayernLB. The guarantee covers actual losses in BayernLB's ABS portfolio (each a "credit event"), if and to the extent that they exceed a first loss piece of EUR 1.2 billion which is borne by BayernLB. The maximum amount of the guarantee is EUR 4.8 billion. Credit events are the insolvency of the debtor, non-payment of capital and interest, capital write-downs and losses incurred from any sales before maturity. Credit events above the sum of EUR 6 billion would have to be borne by BayernLB and reduce its equity capital. Payments by the Free State of Bavaria (if any) are due on 7 November of each calendar year starting on 7 November 2014. The guarantee largely neutralises the reported changes in the value of asset-backed securities due to its capitalisation as derivative at fair value in accordance with IAS 39 and reduces regulatory capital requirements resulting from the deterioration in the ratings of the ABS portfolio.

As at 31 December 2012, the nominal amount of the ABS portfolio hedged by the guarantee agreement was EUR 9.6 billion (as opposed to approximately EUR 20 billion as at the conclusion of the guarantee agreement). The amount of credit events (mainly realised losses from defaults and sales of ABS securities) stood at approximately EUR 850 million as at 31 December 2012 and were therefore clearly still within the EUR 1.2 billion first loss piece borne by BayernLB, which had been recognised in total as an expense already as at 31 December 2007.

According to the State Aid Decision Bayerische Landesbank is obliged to repay the amount by which the guarantee exceeded the amount permissible under the legal principles applicable to state aid in the sum of EUR 1.96 billion (the so-called “claw-back”). The claw-back is divided into a payment of an aggregate amount of EUR 1.24 billion, payable in its entirety in severable tranches until the end of 2019, on the one hand, and into periodic repayments in the form of an increase of the annual premium payable to the Free State of Bavaria as consideration for the risk shield in respect of the years 2010 to 2015 (each inclusive) by EUR 120 million p.a. on the other hand.

As consideration for the risk shield, BayernLB originally paid an annual remuneration of 0.5 per cent. of the guarantee volume outstanding. Due to a commitment in the State Aid Decision and a corresponding amendment to the guarantee agreement, BayernLB pays to the Free State of Bavaria, retroactively with effect from 1 January 2010 until 31 December 2015, a higher annual guarantee remuneration amounting to EUR 80 million p.a. and regarded as market standard by the European Commission. Together with the EUR 120 million payable on an annual basis to the Free State of Bavaria as part of the claw-back, the annual premiums payable to the Free State of Bavaria by BayernLB for the years 2010 to 2015 under the guarantee agreement in accordance with the State Aid Decision therefore amount to EUR 200 million p.a.

In relation to the period from 1 January 2016 to 31 December 2019 BayernLB and the Free State of Bavaria agreed upon an annual guarantee remuneration in the amount of EUR 80 million. In case BayernLB should not have fulfilled its obligations in relation to the payment of the claw-back on 1 January 2020 entirely, the annual remuneration effective as from such date will continue to be EUR 80 million; otherwise the agreed annual remuneration will be 1.67 per cent. of the maximum amount of the guarantee of EUR 4.8 billion or, at BayernLB’s choice, of the sum of the nominal amounts of all ABS securities then still outstanding and held within the portfolio hedged by the guarantee agreement.

The obligation to pay a remuneration for the guarantee will not extend beyond the expiration of the guarantee, which will occur when all ABS securities hedged by the guarantee will either have matured or have been sold. This has to be distinguished from the obligation to make periodic claw-back payments, which will not be affected by the expiration of the guarantee.

GOVERNMENTAL, LEGAL AND ARBITRATION PROCEEDINGS

State Aid Decision of the European Commission in Connection with the Stabilisation Measures in Favour of BayernLB

On 18 December 2008, the European Commission initiated a state aid procedure in relation to Bayerische Landesbank with respect to support given to the Bank by the Free State of Bavaria, the Federal Republic of Germany and the Republic of Austria in 2008 and 2009. On 25 July 2012 the European Commission adopted a state aid decision in the English language (file number SA.28487 (C 16/2009 ex N 254/2009)), approving the state aid based on certain commitments to fundamentally restructure the Bank and subject to the condition of a substantial repayment of the state aid received. The Federal Republic of Germany, as formal party to the state aid procedure, was ordered to ensure the full implementation of a restructuring plan established by the Bank and of all commitments and conditions on which the State Aid Decision is based. For further details, reference is made to the section "Risk Factors", subsection "Risk Factors Resulting from the State Aid Decision and the Restructuring of BayernLB Group" and the section "Business Overview", subsection "Restructuring of BayernLB Group and State Aid Decision". The decision of 25 July 2012 was replaced by the decision of the European Commission dated 5 February 2013, by which the European Commission re-adopted the original decision in a German language version and amended some mistakes contained in the original decision, which, however, did not affect the European Commission´s findings in this case.

State Aid Procedure of the European Commission in Connection with the Stabilisation Measures in Favour of HGAA

In connection with certain support measures taken by the Republic of Austria and the Austrian Land of Carinthia in favour of HGAA, the European Commission commenced a state aid procedure in relation to HGAA and requested HGAA to present an in-depth restructuring plan. This procedure might have impacts on BayernLB due to outstanding loan and securities receivables of BayernLB owed by HGAA in the sum of EUR 2.4 billion maturing by the end of 2013 and 2014. For details regarding those receivables, reference is made to the section "Risk Factors", subsection "Risks Related to Hypo Alpe-Adria-Bank International AG". In case the restructuring plan is not approved by the European Commission eventually or in case HGAA does not implement a restructuring plan approved by the European Commission in due time, the European Commission might order measures with a substantial negative effect on HGAA´s business activities.

Claims against Former Members of Board of Administration and Board of Management

In 2011 BayernLB filed a claim for damages in the amount of EUR 200 million with the regional court (Landgericht) of Munich against all board members acting at the time of the acquisition of HGAA in relation to the acquisition of HGAA and the ABS investments of the Bank. All board members concerned are no longer members of the Board of Management of BayernLB.

In January 2012 BayernLB filed action with the administrative courts of Munich and Wurzburg, respectively, for breach of duty in connection with the HGAA acquisition against the chairman and deputy chairman of the Board of Administration active at the time.

Lawsuits Filed by U. S. Municipalities

An investigation of the municipal GIC (Guaranteed Investments Contracts) bidding process in the USA by the Department of Justice and the Securities and Exchange Commission (SEC) has resulted in charges against one of the brokers and allegations against some of the big providers who also provided hedging services on the municipal deals. Several municipalities had thereupon filed individual and class action civil lawsuits against more than 35 banks, insurance companies and GIC brokers in 2008. Initially, the Bank was not named as a defendant in any of these lawsuits. Since September 2009, the Bank has been named as a defendant in 22 separate, but substantively similar, cases (mainly in California). The Bank either provided a GIC, bid on a GIC or passed on the bidding of a GIC for certain transactions in some of the municipalities and/or municipal agencies. The plaintiffs allege that there was a conspiracy among the bidders to rig the bids and arrange for a pre-chosen party to win particular deals. The Bank's motion to

dismiss has been denied by the Judge. No material new developments have occurred since, pending the outcome of ongoing criminal proceedings against former officers of GIC brokers and GIC offerors (with no BayernLB officers being involved).

Actions Filed by Employees Regarding the Issue of Pension Commitments

On 22 July 2009, BayernLB discontinued the issue of so-called "Pension Commitments" (Versorgungszusagen) to employees who had entered BayernLB on or before 31 December 2001. Under these Pension Commitments, employees were, in particular, entitled to retirement benefits similar to those of public servants, public health insurance and extended protection against dismissal. Prior to the issue of a Pension Commitment, the employees participated, with future entitlements (Anwartschaften), in a pension scheme of Versorgungskasse BayernLB GmbH, which also provided for retirement benefits similar to those of public servants. Effective 1 January 2010, the advisory board of Versorgungskasse BayernLB GmbH issued new guidelines, pursuant to which future retirement benefit entitlements which had become unconditional as at 31 December 2009 would no longer increase over the time.

The employees concerned were offered to participate in a new pension scheme. The new scheme has a future and a past component. The future pension entitlements acquired in the past up until 31 December 2009 are transferred into an insurance-backed capital payment commitment. In the future as from 2010, a premium-based, employer-financed pension scheme applies.

75 per cent. of the 2,160 employees concerned have agreed to the discontinuance of the issue of Pension Commitments and their transfer into the new pension scheme. Approximately 380 employees filed action, either for issue of Pension Commitments or for declaration that the Bank is obliged to issue Pension Commitments in the future. The actions for issue of Pension Commitments were successful in first and second instance. On 15 May 2012 the Federal Labour Court (Bundesarbeitsgericht) dismissed BayernLB's second appeal (Revision) against the decisions of the courts of first and second instance in nine cases.

The implementation of the decision of the Federal Labour Court (Bundesarbeitsgericht) for those employees, who did not consent to the transfer into the new pension scheme was recognised in the consolidated financial statements of Bayerische Landesbank for the 2012 financial year as increased administrative expense in the amount of approximately EUR 122 million (according to IFRS).

Administrative Proceedings of the German Financial Supervisory Authority in Connection with the Implementation of the IRB Approach

By decision of the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsauf- sicht – the "BaFin") dated 21 December 2006, BayernLB was permitted to use the internal ratings based approach (the "IRB Approach") in connection with the calculation of risk-weighted exposure amounts of credit risk exposures pursuant to the German Solvency Regulation (Solvabilitätsverordnung – the "Solvency Regulation") with effect from 1 January 2007.

By decision dated 17 April 2012 the BaFin did not approve the current plan of the BayernLB Group for the implementation of the IRB Approach as in the BaFin's view the BayernLB Group had not reached the exit level pursuant to § 66, sentence 1 of the Solvency Regulation as at 1 January 2012 and as BayernLB's application for a reduction of the exit level had been rejected. To reach the exit level and to thereby finalise the implementation phase for the IRB Approach it is necessary that each of the coverage ratio of IRB Approach exposure amounts (as defined in § 67, subsection 3, sentence 1 of the Solvency Regulation) and the coverage ratio of risk-weighted IRB Approach exposure amounts (as defined in § 67, subsection 3, sentence 2 of the Solvency Regulation) with suitable rating systems is not less than 92 per cent (§ 66 of the Solvency Regulation).

Simultaneously, the BaFin initiated an official hearing with respect to possible measures pursuant to § 56, subsection 2 of the Solvency Regulation.

On 27 June 2012 BayernLB submitted an amended plan for the implementation of the IRB Approach to the BaFin for approval.

Complaint filed by Bluewaters Communications Holdings, LLC

Bayerische Landesbank is named defendant in a claim for damages filed by Bluewaters Communications Holdings, LLC against Bernard Ecclestone, Bambino Holdings Ltd., CVC Capital Partners, Ltd., Dr Gerhard Gribkowsky and others with the Supreme Court of State of New York. Plaintiff alleges that it was the high bidder for purchase of “Fomula 1” sold by Bayerische Landesbank and others to CVC Capital Partners, Ltd. in 2005 but that its bid was disregarded due to a bribe paid by Bernard Ecclestone and Bambino Holdings Ltd. to Dr Gerhard Gribkowsky with monies from CVC Capital Partners, Ltd. and Bayerische Landesbank in order to preserve his status as head of “Formula 1”. Plaintiff allegedly suffered damage in an amount of at least USD 650 million.

Legal Dispute in Connection with Financings Provided to Hypo Alpe-Adria-Bank International AG by Bayerische Landesbank

On 14 December 2009, Bayerische Landesbank, the other former co-owners of HGAA and the Republic of Austria agreed on a stabilisation concept for HGAA which had come into difficulties and which was regarded as a bank of systemic importance by the Republic of Austria. Besides a take-over of the shares of Bayerische Landesbank in HGAA by the Republic of Austria and equity financing provided to HGAA by Bayerische Landesbank in the amount of EUR 825 million by way of a waiver of receivables in a corresponding amount, the arrangement provides for the maintenance of then existing loans granted to HGAA by Bayerische Landesbank beyond their originally agreed terms until end of 2013. In addition, Bayerische Landesbank had provided further debt financings to HGAA, comprising loans and securities with stated maturities beyond 2013, which continue to exist as at December 2012.

Never having disputed its contractual obligations arising from those debt financings up until December 2012, HGAA surprisingly announced in a letter and an ad hoc publication dated 13 December 2012 that it would suspend, for the time being, payment of interest and capital towards the above-mentioned outstanding loan and securities receivables (maturing by the end of 2013 and 2014) owing to Bayerische Landesbank by HGAA in a total amount of approximately EUR 2.4 billion as at December 2012 and request Bayerische Landesbank to refund payments of interest and capital already made by HGAA in respect of the above-mentioned debt financings. HGAA has not yet specified vis-à-vis Bayerische Landesbank the amount in respect of which such refund is requested; in that regard its ad hoc announcement of EUR 13 December 2012 sets out an amount of approximately EUR 2.3 billion. HGAA is of the opinion that the respective debt financings should be qualified as equity-replacing shareholder loans, which pursuant to section 14 of the Austrian Equity Capital Replacement Act (Eigenkapitalersatz- Gesetz) would be to the consequence that payments to Bayerische Landesbank are blocked until such time as HGAA is sustainably restructured. In HGAA’s opinion, this is not yet the case.

On the basis of the relevant financial statements, review reports and other relevant documents and information as well as several expert opinions independent from each other, Bayerische Landesbank objected to HGAA’s notion. It holds the view that the qualification of the financings as equity-replacing capital alleged by HGAA is incorrect, among other things, because HGAA, as evidenced by its audited financial statements, consistently complied with the legal and regulatory own funds requirements, so that no crisis within the meaning of the Austrian Equity Capital Replacement Act occurred in the relevant periods of time. To protect its legal position, Bayerische Landesbank filed action with the district court (Landgericht) of Munich on 13 December 2012, requesting the court to verify HGAA’s obligations in relation to the outstanding receivables of approximately EUR 2.4 billion (maturing by the end of 2013 and 2014)as at December 2012, in particular its obligation to pay interest and capital in accordance with the contractual agreements. Bayerische Landesbank has reserved the right to take any additional legal action as may become appropriate.

Threatened Legal Dispute in Connection with the Share Purchase Agreement regarding the Former Shares of Bayerische Landesbank in Hypo Alpe-Adria-Bank International AG

rescission was raised by HGAA by the end of April 2013. Bayerische Landesbank is of the opinion that the circumstances necessary for rescission due to mistake are not given. In the interest of reducing legal cost and time spent on legal action, however, Bayerische Landesbank nevertheless waived the right to raise the defence of limitation (Verjährungseinrede) in case of legal action for rescission until end of 2013. Should the Republic of Austria rescind the share purchase agreement and should such rescission prove to be justified, the share purchase agreement may become subject to adjustments or, in extreme circumstances, may have to be reversed, resulting in Bayerische Landesbank having to take back its former majority holding in HGAA, or may become subject to adjustments. Apart from that, Bayerische Landesbank may face claims for damages of the Republic of Austria.

No Other Material Proceedings

Apart from the afore-mentioned proceedings, Bayerische Landesbank is not or has not during the last twelve months been engaged in any governmental, legal or arbitration proceedings which may have or have had during such period a significant effect on the financial position or profitability of the Bank, nor, as far as Bayerische Landesbank is aware, are any such governmental, legal or arbitration proceedings pending or threatened.

GENERAL INFORMATION

Persons Responsible

Bayerische Landesbank with its registered office in Munich is solely responsible for the information given in this Registration Document. Bayerische Landesbank hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Third Party Information

Where information contained in this Registration Document has been sourced from a third party, Bayerische Landesbank confirms that to the best of its knowledge this information has been accurately reproduced and that, so far as Bayerische Landesbank is aware and able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Statutory Auditor

The statutory auditors of Bayerische Landesbank for the period covered by the historical financial information (1 January 2011 to 31 December 2012) were PricewaterhouseCoopers Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Bernhard-Wicki-Strasse, 80636 Munich, Federal Republic of Germany (PwC) for the period from 1 January 2011 to 31 December 2011 and Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Rosenheimer Platz 4, 81669 Munich, Federal Republic of Germany (Deloitte) for the period from 1 January 2012 to 31 December 2012. PwC and Deloitte are members of the Chamber of Public Accountants (Wirtschaftsprüferkammer).

Information in Respect of Regulation (EC) No 1060/2009 on Credit Rating Agencies, as Amended by Regulation (EU) No 513/2011

Bayerische Landesbank has been assigned issuer (default) ratings by Fitch Deutschland GmbH (in relation to unsecured debt obligations) and Fitch Ratings Limited (in relation to mortgage and public sector Pfandbriefe) and by Moody's Deutschland GmbH (in relation to unsecured debt obligations) and Moody's Investors Service Ltd (in relation to mortgage and public sector Pfandbriefe). Where in this Registration Document (including any annex) or any supplement to this Registration Document reference is made to a rating assigned to Bayerische Landesbank by Fitch or Moody's, the following applies:

Both Fitch and Moody's are established in the European Community and have been registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011 of the European Parliament and of the Council of 11 May 2011 (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website (www.esma.europa.eu) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Articles 16, 17 or 20 of the CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following the updates.

Documents on Display

Upon request, Bayerische Landesbank will provide, free of charge, a copy of the Law on Bayerische Landesbank (Gesetz über die Bayerische Landesbank) and the statutes (Satzung) of Bayerische Landesbank as well as of the documents incorporated into this Registration Document by reference. These documents are also available on the website of Bayerische Landesbank (www.bayernlb.de).

Documents Incorporated by Reference

The following documents, which have previously been published or which are published simultaneously with this Registration Document and which have been filed with the CSSF, shall be incorporated in, and form part of, this Registration Document to the extent set out in the “Comparative Table of Documents Incorporated by Reference” below, and (i) any information not specifically set out in the “Comparative Table of Documents Incorporated by Reference” but included in the documents incorporated by reference is not part of this Registration Document and is not relevant for investors or is covered in another part of this Registration Document, and (ii) any statement contained in this Registration Document or in any document incorporated by reference in, and forming part of, this Registration Document shall be deemed to be modified or superseded for the purpose of this Registration Document to the extent that a statement contained in any information subsequently deemed incorporated by reference modifies or supersedes such (earlier) statement: a) BayernLB 2012 Annual Report and Accounts – Consolidated Financial Statements – Facts. Figures.; b) BayernLB 2012 Annual Report and Accounts – Separate Financial Statements– Facts. Figures.; c) BayernLB 2011 Annual Report and Accounts – Consolidated Financial Statements.

Comparative Table of Documents Incorporated by Reference

Paragraph of Annex XI of Commission Document incorporated by Reference/ Pages of Regulation (EC) No 809/2004 Heading Document Incorporated by reference

3.1 Prominent disclosure of risk factors BayernLB 2012 Annual Report and that may affect the issuer´s ability to Accounts – Consolidated Financial fulfil its obligations under the securities Statements– Facts. Figures.: BayernLB to investors in a section headed “Risk Group management report / Risk report 124 – 167 factors”

6.1 If the issuer is part of a group, a BayernLB 2012 Annual Report and brief Accounts – Consolidated Financial description of the group and of the Statements– Facts. Figures.: issuer’s position within it - Notes / scope of consolidation, 186 – 188 Consolidation principles - Notes / Shareholdings (extract) 266 – 273

7.2 Information on any known trends, BayernLB 2012 Annual Report and uncertainties, demands, commitments Accounts – Consolidated Financial or events that are reasonably likely to Statements – Facts. Figures. / BayernLB have a material effect on the issuer´s Group management report / Outlook 120 – 123 prospects for at least the current financial year

11 Financial Information concerning BayernLB 2012 Annual Report and the Issuer’s assets and liabilities, Accounts – Consolidated Financial financial position and profits and losses Statements– Facts. Figures.: (Historical Financial Information/Financial - BayernLB Group management report 90 – 167 Statements/Auditing of historical - Statement of comprehensive income 170 – 171 annual financial information/ Age of - Balance sheet 172 – 173 latest financial information/Interim and - Statement of changes in equity 174 – 175 other financial information/legal and - Cash flow statement 176 – 177 arbitration proceedings/Significant - Notes change in the Issuer’s financial 178 – 279 - Responsibility statement by the 280 position) Board of Management - Auditor`s Report 281

BayernLB 2012 Annual Report and Accounts – Separate Financial Statements– Facts. Figures.

- Balance sheet and income statement 64 – 69 - Notes 70 – 115 - Responsibility statement by the 116 Board of Management - Auditor`s Report 117

BayernLB 2011 Annual Report and Accounts – Consolidated Financial Statements:

- Statement of comprehensive income 156 – 157 - Balance sheet 158 – 159 - Statement of changes in equity 160 – 161 - Cash flow statement 162 – 163 - Notes 164 – 256 - Responsibility statement by the 257 Board of Management - Auditor`s Report 258 – 259