HYPO TIROL BANK AG

DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERSThe Terms and Conditions pertaining to a certain issue of Notes provide that the Holders may agree toamendments or decide on other matters relating to the Notes by way of resolution to be passed by takingvotes without a meeting. Any such resolution duly adopted by resolution of the Holders shall be binding oneach Holder of the respective issue of Notes, irrespective of whether such Holder took part in the vote andwhether such Holder voted in favor or against such resolution.In addition to the provisions included in the Terms and Conditions of a particular issue of Notes, the rulesregarding resolutions of Holders are substantially set out in a Schedule to the Fiscal Agency Agreement inthe German language together with an English translation. If the Notes are for their life represented byGlobal Notes, the rules pertaining to resolutions of Holders are incorporated by reference into the Termsand Conditions of such Notes in the form of such Schedule to the Fiscal Agency Agreement. Under theGerman Act on Debt Securities (Schuldverschreibungsgesetz – "SchVG"), these rules are largelymandatory, although they permit in limited circumstances supplementary provisions set out in orincorporated into the Terms and Conditions.The following is a brief summary of some of the statutory rules regarding the taking of votes withoutmeetings and the convening and conduct of meetings of Holders, the passing and publication of resolutionsas well as their implementation and challenge before German courts.Specific Rules regarding Votes without MeetingThe voting shall be conducted by the person presiding over the taking of votes. Such person shall be (i) anotary public appointed by the Issuer, (ii) where a common representative of the Holders (the "Holders'Representative") has been appointed, the Holders' Representative if the vote was solicited by the Holders'Representative, or (iii) a person appointed by the competent court.The notice soliciting the Holders' votes shall set out the period within which votes may be cast. During suchvoting period, the Holders may cast their votes to the person presiding over the taking of votes. The noticeshall also set out in detail the conditions to be met for the votes to be valid.The person presiding over the taking of votes shall ascertain each Holder's entitlement to cast a vote basedon evidence provided by such Holder and shall prepare a list of the Holders entitled to vote. If it isestablished that no quorum exists, the person presiding over the taking of votes may convene a meeting ofthe Holders. Within one year following the end of the voting period, each Holder participating in the votemay request a copy of the minutes of such vote and any annexes thereto from the Issuer.Each Holder participating in the vote may object in writing to the result of the vote within two weeksfollowing the publication of the resolutions passed. The objection shall be decided upon by the personpresiding over the taking of votes. If he remedies the objection, he shall promptly publish the result. If theperson presiding over the taking of votes does not remedy the objection, he shall promptly inform theobjecting Holder in writing.The Issuer shall bear the costs of the vote and, if the court has convened a meeting, also the costs of suchproceedings.Rules regarding Holders' Meetings applicable to Votes without MeetingIn addition, the statutory rules applicable to the convening and conduct of Holders' meetings will applymutatis mutandis to any vote without a meeting. The following summarises some of such rules.Meetings of Holders may be convened by the Issuer or the Holders' Representative, if any. Meetings ofHolders must be convened if one or more Holders holding five per cent. or more of the outstanding Notesso require for specified reasons permitted by statute.Meetings may be convened not less than 14 days prior to the date of the meeting. Attendance and exerciseof voting rights at the meeting may be made subject to prior registration of Holders. The convening noticewill provide what proof will be required for attendance and voting at the meeting. The place of the meeting inrespect of a German issuer is the place of the issuer's registered office, provided, however, that where therelevant Notes are listed on a stock exchange within the European Union or the European Economic Area,the meeting may be held at the place of such stock exchange.The convening notice shall be made publicly available together with the agenda of the meeting setting outthe proposals for resolution.Each Holder may be represented by proxy. A quorum exists if Holders' representing by value not less than50 per cent. of the outstanding Notes. If the quorum is not reached, a second meeting may be called atwhich no quorum will be required, provided that where a resolution may only be adopted by a qualifiedmajority, a quorum requires the presence of at least 25 per cent. of the aggregate principal amount ofoutstanding Notes.142