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Hypo Real Estate Bank AG Munich, Federal Republic of Germany This document compiles two base prospectuses with different categories of securities pursuant Article 22(6) of the Commission Regulation (EC) No 809/2004 of 29 April 2004 (the “Prospectus Regulation”): (i) the base prospectus for the purposes of Article 5.4 of the Propectus Directive containing non-equity securi- ties within the meaning of No. 4 of Article 22(6) of the Regulation (EC) (“Non-Equity Securities”), and (ii) the base prospectus for the purposes of Article 5.4 of the Propectus Directive containing Pfandbriefe as non-equity securities within the meaning of No. 3 of Article 22(6) of the Regulation (together, the “Debt Issuance Program Prospectus”). Debt Issuance Program Prospectus 14 May 2008 Hypo Real Estate Bank AG Munich, Federal Republic of Germany Euro 25,000,000,000 Dealers: Debt Issuance Program ABN AMRO Barclays Capital (the “Program”) Commerzbank Corporates & Markets Deutsche Bank for the issuance of Notes in bearer and Dresdner Kleinwort registered form (including Pfandbriefe) HSBC Hypo Real Estate Morgan Stanley Natixis UniCredit (HVB) Arranger: UniCredit (HVB) A member of Hypo Real Estate Group Under this Program, Hypo Real Estate Bank AG (the “Issuer”) may from time to time issue notes (including Pfandbriefe as defined below) (the “Notes”) denominated in any currency (subject always to compliance with all legal and/or regulatory requirements) agreed by the Issuer and the relevant dealers (the “Dealers”) listed on the front page. Application has been made to the Commission de Surveillance du Secteur Financier of the Grand- Duchy of Luxembourg in its capacity as competent authority (the “Competent Authority”) for the approval of this Debt Issuance Program Prospectus (as defined herein; the expression shall include this Debt Issuance Program Prospectus supplemented from time to time as drawn up in accordance with the Luxembourg law of 10 July 2005 (Loi du 10 julliet 2005 relative aux prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (the “Prospectus Directive”) into Luxembourg Law). Application has been made to the Luxembourg Stock Exchange for such Notes issued under the Pro- gram to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a EU-regulated market within the meaning of Directive 2004/39/EC. Notes issued under the Program may be admitted to trading on the regulated market of the Luxembourg Stock Exchange. Notes issued under the Program may be ad- mitted to trading on an alternative stock exchange or may not be admitted to trading at all. This Debt Issuance Program Prospectus replaces and supersedes any previous information memoranda or supplements thereto relating to the Program. The Debt Issuance Program Prospectus has been published on the website of the Issuer (www.hyporealestatebank.de) and on the website of the Luxembourg Stock Exchange (www.bourse.lu). 2 IMPORTANT NOTICE ABOUT THIS DEBT ISSUANCE PROGRAM PROSPECTUS Responsibility of the Issuer The Issuer accepts responsibility for the information contained in, or incorporated into this Debt Is- suance Program Prospectus. The Issuer hereby declares that, having taken all reasonable care to en- sure that such is the case, the information contained in, or incorporated into, this Debt Issuance Pro- gram Prospectus is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import. The Issuer confirms that, where information has been sourced from a third party, this information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Responsibility of the Dealers The Dealers have not separately verified the information contained herein. Accordingly, no represen- tation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained in this Debt Issuance Pro- gram Prospectus or any other information provided by the Issuer. The Dealers do not accept any liability in relation to the information contained in this Debt Issuance Program Prospectus or any other information provided by the Issuer in connection with the Program. Exclusiveness No person has been authorized to give any information or to make any representation not contained in or not consistent with this Debt Issuance Program Prospectus or any other information supplied in connection with the Program and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer or any of the Dealers. Exclusion Neither this Debt Issuance Program Prospectus nor any other information supplied in connection with the Program is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Debt Issuance Program Prospectus or any other information supplied in connection with the Program should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the credit- worthiness of the Issuer. Neither this Debt Issuance Program Prospectus nor any other information supplied in connection with the Program constitutes an offer or invitation by or on behalf of the Is- suer or any of the Dealers to any person to subscribe for or to purchase any Notes. Significance of Delivery The delivery of this Debt Issuance Program Prospectus does not at any time imply that the informa- tion contained herein concerning the Issuer is correct at any time subsequent to the date of delivery of this Debt Issuance Program Prospectus or that any other information supplied in connection with the Program is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Program. Investors should review, inter alia, the most recent non- consolidated or consolidated financial statements of the Issuer when deciding whether or not to pur- chase any Notes. Restriction on Distribution The distribution of this Debt Issuance Program Prospectus and the offer or sale of Notes may be re- stricted by law in certain jurisdictions. Persons into whose possession this Debt Issuance Program Prospectus or any Notes come must inform themselves about any such restrictions. In particular, 3 there are restrictions on the distribution of this Debt Issuance Program Prospectus and the offer or sale of Notes in the United States, the European Economic Area, Japan and the Federal Republic of Germany (see Section XI.“Subscription and Sale” below). The Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain ex- ceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see Section XI. “Subscription and Sale” below). Stabilisation In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the Dealer or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might oth- erwise prevail. However, there is no assurance that the stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation action may be- gin on or after the date on which adequate public disclosure of the terms of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of any stabilising manager(s)) in accordance with applicable laws and rules. Currencies In this Debt Issuance Program Prospectus, unless otherwise specified or the context otherwise re- quires, the terms “Euro”, “euro”, “€” or “EUR” each means the lawful single currency of those countries which are participants of the European Monetary Union, “Sterling”, “£”, “GBP” and “STG” each means the lawful currency of the United Kingdom, “Swiss Franc”, “Sfr” and “CHF” each means the lawful currency of Switzerland, “U.S. Dollar”, “U.S.$”, “$” and “USD” each means the lawful currency of the United States of America and “Yen”, “¥” and “JPY” each means the law- ful currency of Japan. 4 TABLE OF CONTENTS Page I. SUMMARY........................................................................................................................................................ 6 1. SUMMARY OF THE DESCRIPTION OF THE PROGRAM................................................................. 6 2. SUMMARY OF RISK FACTORS ............................................................................................................
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