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Hypo Alpe-Adria-Bank International Ag This document constitutes two base prospectuses of HYPO ALPE-ADRIA-BANK INTERNATIONAL AG for the purposes of Article 5.4 of Directive 2003/71/EC and the Luxembourg Law relating to prospectuses for securities implementing Directive 2003/71/EC in Luxembourg: (i) the base prospectus in respect of non-equity securities ("Non-Equity Securities") within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (the "Commission Regulation") and (ii) the base prospectus in respect of Pfandbriefe within the meaning of Art. 22 No. 6(3) of the Commission Regulation (together, the "Debt Issuance Programme Prospectus", or the "Prospectus"). Debt Issuance Programme Prospectus Dated 24 September 2009 HYPO ALPE-ADRIA-BANK INTERNATIONAL AG EUR 20,000,000,000 Debt Issuance Programme (the "Programme") Application has been made to list notes to be issued under the EUR 20,000,000,000 Debt Issuance Programme (the "Notes", which expression includes Pfandbriefe unless indicated otherwise) on the official list of the Luxembourg Stock Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (the "Regulated Market"). Application may also be made to trade Notes on the Euro MTF market of the Luxembourg Stock Exchange. Notes issued under the Programme may also be listed on other or further stock exchanges or may not be listed at all. The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg Law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières), which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, to approve this Prospectus and to provide the competent authorities in the Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, The Netherlands and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law relating to prospectuses for securities (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. Arranger Deutsche Bank Dealers BNP PARIBAS BofA Merrill Lynch Credit Suisse Deutsche Bank HYPO ALPE-ADRIA-BANK INTERNATIONAL AG J.P. Morgan Morgan Stanley UBS Investment Bank UniCredit Group (HVB) This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus replaces the Debt Issuance Programme Prospectus last updated 19 September 2008. It is valid for a period of 12 months from its date of publication. Responsibility Statement HYPO ALPE-ADRIA-BANK INTERNATIONAL AG ("HYPO International" or the "Issuer") with its registered office in Klagenfurt am Wörthersee, Republic of Austria, is solely responsible for the information given in this Prospectus. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Notice This Prospectus should be read and understood in conjunction with any supplement to the Prospectus and with any document incorporated herein by reference. Full information on the Issuer and any tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant final terms (the "Final Terms"). The Issuer accepts responsibility for the information contained in this Prospectus and has confirmed to the Dealers (as defined herein) that this Prospectus contains all information which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained herein is accurate in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held; that there are no other facts, the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; and that the Issuer has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new Prospectus if and when the information herein should become materially inaccurate or incomplete or in the event of a significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and, where approval by the CSSF of any such document is required, upon such approval having been given. No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any other information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer or any of the Dealers. To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or any supplement to the Prospectus, or any Final Terms or any other document incorporated herein by reference. This Prospectus is valid for twelve months following its publication and it and any supplement to the Prospectus as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial condition of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions on offers, sales and deliveries of Notes and on the distribution of the Prospectus or any Final Terms and other offering material relating to the Notes applicable in the United States of America, the European Economic Area in general, the United Kingdom, and Japan see "Selling Restrictions" below. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and will include Notes in bearer form that are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U. S. persons. 2 The language of the Prospectus is English. Any part of this Prospectus (other than the documents incorporated by reference) in the German language constitutes a translation. In respect of the issue of any Tranche of Notes, the German text of the Terms and Conditions may be controlling and binding if so specified in the Final Terms. The Issuer confirms that in such case the non- binding English text of the Terms and Conditions correctly and adequately reflects the binding German language version of the Terms and Conditions. This Prospectus may only be used for the purpose for which it has been published. This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Prospectus and any Final Terms do not constitute an offer or an invitation by or on behalf of the Issuer or the Dealers to any person to subscribe for or to purchase any Notes. In connection with the issue of any tranche of Notes, 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 price of the Notes at a level higher than that which might otherwise 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 begin on or after the date on which adequate public disclosure of the terms of the offer 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 all applicable laws and rules.
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