This document constitutes a registration document (the "Registration Document") of Bayerische Hypo- und Vereinsbank AG within the meaning of section 12 (1) of the German Securities Prospectus Act (Wertpapierprospektgesetz – "WpPG") in connection with Art. 14 and Annex XI of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (the "Regulation"). Bayerische Hypo- und Vereinsbank AG Munich, Federal Republic of Germany 20 May 2009 TABLE OF CONTENTS Risk Factors ........................................................................................................................................................... 3 Risks relating to Bayerische Hypo- und Vereinsbank AG .................................................................................. 3 Risks relating to HVB Group's Business ............................................................................................................. 4 Regulatory risks .................................................................................................................................................. 5 Responsibility Statement ...................................................................................................................................... 7 Bayerische Hypo- und Vereinsbank AG ............................................................................................................. 8 Information about HVB, the parent company of HVB Group ............................................................................ 8 Auditors ............................................................................................................................................................... 8 Ratings ................................................................................................................................................................ 8 Recent Developments.......................................................................................................................................... 9 Business Overview............................................................................................................................................... 12 Divisions of HVB Group (set-up as of March 2009) ........................................................................................ 12 Principal Markets .............................................................................................................................................. 14 Administrative, Management and Supervisory Bodies ..................................................................................... 14 Major Shareholders ........................................................................................................................................... 16 Selected Consolidated Financial Information ................................................................................................... 16 Legal Risks/Arbitration Proceedings ................................................................................................................ 21 General Information ........................................................................................................................................... 26 Availability of Documents ................................................................................................................................ 26 Significant Changes in Financial Positions and Trend Information .................................................................. 26 Documents incorporated by reference ............................................................................................................... 26 Audited financial statements of HVB as at 31 December 2008 ...................................................................... F-1 Audited consolidated financial statements of HVB as at 31 March 2009 .................................................... F-36 Signature page ................................................................................................................................................... Z-1 - 2 - RISK FACTORS The following is a disclosure of risk factors (the "Risk Factors") that are material with respect to the ability of Bayerische Hypo- und Vereinsbank AG ("HVB", and together with its consolidated subsidiaries, the "HVB Group") to fulfill its obligations under securities issued by it. Prospective investors should consider these Risk Factors before deciding to purchase securities issued by HVB, especially since in certain cases the investor may lose his entire investment or (substantial) parts of it. Prospective investors should consider all information provided in this registration Document and consult with their own professional advisers (including their financial, accounting, legal and tax advisers) if they consider it necessary. In addition, prospective investors should be aware that the risks described below may arise individually or cumulatively with other risks and might have mutually reinforcing effects. Words and expressions defined elsewhere in this Registration Document have the same meanings in this section. Risks relating to Bayerische Hypo- und Vereinsbank AG Issuer risk By purchasing the financial instruments issued by HVB, investors are financing the latter. As a result investors are subject to the risk that HVB is not able to honour its obligations relating to financial instruments where its financial condition will become negative. At the date of this Registration Document the financial condition of HVB is such that HVB is able to honour its obligations relating to financial instruments. Risks related to the transfer of the Bank Austria Creditanstalt shares to UniCredit The transfer at the beginning of 2007 of the investments in Bank Austria Creditanstalt (later on renamed as UniCredit Bank Austria AG) ("Bank Austria") and other units in central and eastern Europe resulted in substantial sales proceeds, but if – contrary to the expectations of the Management Board of HVB – the transfer of the shares in the Bank Austria Group and the other units in Central and Eastern Europe sold by HVB must be reversed, so that HVB must repay the proceeds from the sale to the buyers of the units, this would likely have serious detrimental effects on the expansion strategy pursued by HVB Group because it would then no longer have the high capital base and liquidity needed for this strategy. Moreover, as a result of the disposal of the Bank Austria Group and the operations in Central and Eastern Europe, the corporate group now has a stronger regional focus on Germany, which exposes it to developments on the German market and the German economy. Risks from the financial markets crisis and global economic crisis The Markets & Investment Banking ("MIB") division suffered from declines or losses notably in structured loans recorded in net trading income from the third quarter of 2007 up to the first quarter 2009. The subprime crisis originated from the United States of America and started in second half of 2007. Triggered by the loss in value of asset-backed papers based on subprime mortgages in the United States of America, there was a significant decrease in investors’ appetite for risk, resulting in liquidity bottlenecks on the money market, accompanied by a massive widening of credit spreads. Like the entire UniCredit Group, HVB Group has only a slight direct exposure to the underlying U.S. real estate crisis. The resulting financial market turbulence have also affected the European financial markets and meanwhile the global economy. Especially several countries and several industry segments are in severe economic difficulties. To a varying degree and extent, this has of course also affected the business operations and the profitability of HVB Group, in particular in the Markets & Investment Banking division in 2007 and 2008. These effects were most noticeable in structured credit products held for trading purposes and in the syndicated finance market. The global recession will in all probability continue as it will take a while for the global imbalances to reverse. HVB cannot preclude the possibility that the ongoing financial market crisis and the global economic crisis will affect business operations and the profitability of HVB Group in the future. With regard to risk-provisioning levels in 2009, HVB expects that the persistently difficult economic conditions looming ahead will lead to a sharp rise in the number of bankruptcies and that our risk provisioning levels will therefore significantly surpass those of 2008, which benefited from the success in reducing the special portfolios allocated to the Other/consolidation segment (former Real Estate Restructuring segment and Special Credit Portfolio). Tax implications – loss carry forwards The use of the substantial tax loss carry forwards (in particular in HVB) depends on certain conditions, which have to be fulfilled after the transfer of shares in HVB to UniCredit took place. If these conditions would not be fulfilled the tax loss carry forwards at the time of the transfer of shares to UniCredit would get lost retroactively. - 3 - Risks relating to HVB Group's Business A deterioration of HVB Group's ratings may pose significant risks for HVB Group's business The recognition of impairment losses, unforeseen defaults of large borrowers, financial results or capital ratios below expectations and a deterioration of the macro-economic environment in HVB Group's core markets may result in a lowering