HYPO NOE Gruppe Bank AG Admission to trading of Variabel verzinsliche Schuldverschreibungen der NÖ Landesbank-Hypothekenbank AG 1 2007 – 2016/36 mit Ausfallsbürgschaft des Landes Niederösterreich ISIN: AT0000A04L20 Festverzinsliche Schuldverschreibungen der HYPO NOE Gruppe Bank AG 2007 – 2016/39 mit Ausfallsbürgschaft des Landes Niederösterreich ISIN: AT0000A04NZ7 Festverzinsliche Schuldverschreibungen der HYPO NOE Gruppe Bank AG 2007 – 2017/10 mit Ausfallsbürgschaft des Landes Niederösterreich ISIN: AT0000A04BM0 Festverzinsliche Schuldverschreibungen der HYPO NOE Gruppe Bank AG 2006 – 2015/13 mit Ausfallsbürgschaft des Landes Niederösterreich ISIN: AT0000A03NG9 HYPO NOE Gruppe Bank AG (formerly HYPO Investmentbank AG) ( HYPO NOE or the Issuer ) will apply for admission to trading on a regulated market (such term as defined in Directive 2004/39/EC) in the Grand-Duchy of Luxembourg (Luxembourg ) for certain series of notes (each a Series and together the Notes ) which have been offered publicly by relying on exemptions from the obligation to prepare and approve a prospectus, as described in this prospectus (the Prospectus ). The Notes are governed by Austrian law. Claims for payment under the Notes are guaranteed by a default guarantee of the State of Lower Austria ( Land Niederösterreich ) (the Guarantor ). The Issuer will apply for a listing of the Notes on the official list of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange. Each Series is represented by a permanent global note in bearer form (each a Global Note ). Global Notes may be deposited with a common depository with or on behalf of Oesterreichische Kontrollbank Aktiengesellschaft, Vienna (OeKB ) and/or the Issuer and/or any other agreed depository for any other clearing system, if any. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus which the Issuer believes to represent the principal risks inherent in investing in the Notes. This Prospectus identifies certain information in general terms that a prospective investor should consider prior to making an investment in the Notes. However, a prospective investor should conduct its own thorough analysis (including its own accounting, legal and tax analysis) prior to deciding whether to invest in any Series admitted to trading under this Prospectus since any evaluation of the suitability for an investor of an investment in a Series of Notes admitted to trading under this Prospectus depends upon a prospective investor's particular financial and other circumstances, as well as on the specific terms of the relevant Series; if a prospective investor does not have experience in financial, business and investment matters sufficient to permit to make such a determination, it should consult with its financial adviser on the suitability of any Series prior to making its decision on whether or not to invest. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer to subscribe for, or purchase, any Series of Notes. This Prospectus is a prospectus according to the provisions of Article 8.3 of the Luxembourg Prospectus Law dated 10 July 2005 ( loi relative aux prospectus pour valeurs mobilières) (the Luxembourg Act ). It was approved by the Commission de Surveillance du Secteur Financier (the CSSF ) of Luxembourg. This Prospectus and any supplement thereto will be published in electronic form on the website of the Luxembourg Stock Exchange under "www.bourse.lu" and on the website of the Issuer under "www.hyponoe.at" and will be available free of charge at the specified office of the Issuer. In relation to the Notes, application has been made to the CSSF in its capacity as competent authority (the Competent Authority ) under the Luxembourg Act for approval of this Prospectus. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or with any securities regulatory authority of any state or other jurisdiction of the United States, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). The date of this Prospectus is 30 March 2011. 1 Note: The name of the Issuer was changed as of 3 July 2007 from NÖ Landesbank-Hypothekenbank AG to HYPO Investmentbank AG and as of 23 October 2010 to HYPO NOE Gruppe Bank AG. The changes of the Issuer's name do not have any effect on the legal identity of the Issuer. 1 NOTE The Issuer accepts responsibility for the information contained in this Prospectus and confirms that it has taken all reasonable care to ensure that the information contained in the Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). Such documents shall be deemed to be incorporated in, and form part of this Prospectus. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained in this Prospectus modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. No person is or has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus have been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Prospectus has been drawn up in accordance with the Annexes VI, XI, XIII and XVI of Regulation (EC) No. 809/2004 as of 29 April 2004. This Prospectus has been approved by the CSSF. 2 DOCUMENTS INCORPORATED BY REFERENCE The Prospectus should be read and construed in conjunction with the following parts of the following documents which have been previously published or are published simultaneously with the Prospectus and shall be deemed to be incorporated in, and form part of this Prospectus: (i) the following parts of the unaudited consolidated interim financial statements of the Issuer for the first half year ended 30 June 2010 in German language : Document/Heading Page reference in the relevant financial report Unaudited Consolidated Interim Financial Statements of the Issuer for the first half year ended 30 June 2010 – Semi-annual Financial Report 2010 Income Statement 21 Statement of Financial Position 22 Statement of Changes in Equity 23 Cash Flow Statement 24 Notes to the Financial Statements 25 - 38 (ii) the following parts of the prospectus relating to the Euro 3,000,000,000 Debt Issuance Programme of the Issuer dated 18 August 2010 approved by the CSSF on 18 August 2010 and as supplemented by the first supplement dated 4 November 2010 and by the second supplement dated 31 January 2011 and by the third supplement dated 18 February 2011 (the EUR 3,000,000,000 Debt Issuance Programme Prospectus ): Annex 1 Subject Reference 2 XI 2.1 Names and addresses of the Issuer's page 196 of the EUR 3,000,000,000 Debt auditors Issuance Programme Prospectus XI Legal and commercial name of the Issuer page 196 of the EUR 3,000,000,000 Debt 4.1.1 Issuance Programme Prospectus XI Place of registration of the Issuer and its page 196 of the EUR 3,000,000,000 Debt 4.1.2 registration number Issuance Programme Prospectus XI Date of incorporation of the Issuer page 196 of the EUR 3,000,000,000 Debt 4.1.3 Issuance Programme Prospectus XI Registered office and the legal form of the page 196 of the EUR 3,000,000,000 Debt 4.1.4 Issuer Issuance Programme Prospectus 1 Refers to the Annex XI to the EC Regulation 809/2004. 3 Annex 1 Subject Reference 2 XI Description of the Issuer's principal page 198 of the EUR 3,000,000,000 Debt 5.1.1 activities Issuance Programme Prospectus XI Principle markets page 198 of the EUR 3,000,000,000 Debt 5.1.3 Issuance Programme Prospectus XI 6.1 Group structure pages 199 to 202 of the EUR 3,000,000,000 Debt Issuance Programme Prospectus XI 7.1 No material adverse change page 203 of the EUR 3,000,000,000 Debt Issuance Programme Prospectus XI 10.1 Participation and control relationships pages 206 to 207 of the EUR 3,000,000,000 Debt Issuance Programme Prospectus XI 11.1 Historical financial information pages 4 and 208 to 212 of the EUR 3,000,000,000 Debt Issuance Programme Prospectus XI 11.2 Financial statements pages 4 and 213 of the EUR 3,000,000,000 Debt Issuance Programme Prospectus IX Statement about the audit page 213 of the EUR 3,000,000,000 Debt 11.3.1 Issuance Programme Prospectus XI Unaudited financial information page 213 of the EUR 3,000,000,000 Debt 11.3.3 Issuance Programme Prospectus XI Age of latest financial information page 213 of the EUR 3,000,000,000 Debt 11.4.1 Issuance Programme Prospectus For the avoidance of doubt, such sections of the above listed previously published documents relating to the Programme which are not explicitly listed in the table above, are not incorporated by reference into this Prospectus.