HYPO TIROL BANK AG

Selling RestrictionsGeneralEach Dealer has represented and agreed that it will comply with all applicable laws and regulations in forcein any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes theProspectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale ordelivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or inwhich it makes such purchases, offers, sales or deliveries and neither the Issuer nor any other Dealer shallhave any responsibility therefor.With regard to each Tranche, the relevant Dealer will be required to comply with such other additionalrestrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the Final Terms.United States of America(a) Each Dealer has acknowledged that the Notes have not been and will not be registered under theSecurities Act and may not be offered or sold within the United States except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act. Each Dealerhas represented and agreed that it has not offered or sold, and will not offer or sell, any Note constitutingpart of its allotment within the United States except in accordance with Rule 903 of Regulation S underthe Securities Act. Accordingly, each Dealer has further represented and agreed that neither it, itsaffiliates nor any persons acting on its or their behalf have engaged or will engage in any directed sellingefforts with respect to a Note.(b) From and after the time that the Issuer notifies the Dealers in writing that it is no longer able to make therepresentation set forth in Clause 4 (1) (n) (i) of the Dealer Agreement, each Dealer (i) hasacknowledged that the Notes have not been and will not be registered under the Securities Act and maynot be offered or sold within the United States or to, or for the account or benefit of U. S. persons exceptin accordance with Regulation S under the Securities Act or pursuant to an exemption from theregistration requirements of the Securities Act; (ii) has represented and agreed that it has not offered orsold any Notes, and will not offer or sell any Notes, (x) as part of its distribution at any time and (y)otherwise until 40 days after the later of the commencement of the offering and Issue Date, only inaccordance with Rule 903 of Regulation S under the Securities Act; and accordingly (iii) has furtherrepresented and agreed that neither it, its affiliates nor any persons acting on its or their behalf haveengaged or will engage in any directed selling efforts with respect to any Note, and it and they havecomplied and will comply with the offering restrictions requirements of Regulation S; and (iv) has alsoagreed that, at or prior to confirmation of any sale of Notes, it will have sent to each distributor, dealer orperson receiving a selling concession, fee or other remuneration that purchases Notes from it during thedistribution compliance period a confirmation or notice to substantially the following effect:"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, asamended (the "Securities Act") and may not be offered or sold within the United States or to, or for theaccount or benefit of, U.S. persons by any person referred to in Rule 903 (b) (2) (iii) under the SecuritiesAct (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of thecommencement of the offering and the Issue Date, except in either case in accordance with RegulationS under the Securities Act. Terms used above have the meanings given to them by Regulation S underthe Securities Act."(c) Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche ofNotes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranchepurchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shalldetermine and notify to the Fiscal Agent the completion of the distribution of the Notes of such Tranche.On the basis of such notification or notifications, the Fiscal Agent has agreed to notify such Dealer/LeadManager of the end of the restricted period with respect to such Tranche.Terms used in the above paragraph have the meanings given to them by Regulation S.(d) Each Dealer has represented and agreed that it has not entered and will not enter into any contractualarrangement with respect to the distribution or delivery of Notes, except with its affiliates or with the priorwritten consent of the Issuer.(e) Notes, other than Notes with an initial maturity of one year or less, will be issued in accordance with theprovisions of United States Treasury Regulation § 1.163-5 (c) (2) (i) (D) (the "D Rules"), or inaccordance with the provisions of United States Treasury Regulation § 1.163-5 (c) (2) (i) (C) (the "C175