COREALCREDIT BANK AG

In addition, resolutions not affecting the contents of the terms and conditions of the debt
securities may be passed on the subjects below:
� exchange of the debt securities for other debt securities or shares; and
� appointment, duties and removal of a joint representative.
(iii) Relevant Majorities of the SchVG
Any resolutions which materially alter the terms and conditions, in particular in the cases
as listed in Section 5 para. 3 sentence 1 nos. 1-9 SchVG, require a majority of at least 75%
of the votes participating in the vote ( a "Qualified Majority"). The terms and conditions
may also require higher majorities for certain measures. All other resolutions may generally
be passed with a simple majority of 50% of the participating votes. The relevant terms and
conditions may also require a higher majority for certain measures.
(iv) Procedures of the SchVG
Resolutions of the securities holders are either passed in a securities holders' meeting or
by way of a vote without a meeting (Section 9 ff and Section 18 SchVG).
Securities holders who together hold 5% of the outstanding nominal amount of debt
securities of the same series may demand in writing that a securities holders' meeting or a
vote without a meeting will take place. In the event of a securities holders' meeting, a prior
registration of the securities holders may be required for participation in the meeting or any
vote.
(v) Joint representative (gemeinsamer Vertreter)
A joint representative may be appointed in the terms and conditions of the debt securities
or by way of a majority resolution passed by the securities holders' meeting. If at the same
time rights are assigned to the joint representative, thereby enabling it to consent to
material amendments to the terms and conditions on behalf of the securities holders, the
appointment requires a Qualified Majority.
The securities holders may at any time and without reason terminate the appointment of
the joint representative by majority resolution with a simple majority. The joint
representative is bound by the securities holders' instructions (which are based on the
relevant majority resolutions).
Any individual or competent legal entity may be appointed as joint representative, provided
that, for the avoidance of conflicts of interest, certain disclosure requirements are to be met
and certain persons are excluded from an appointment in the terms of conditions.
The duties and rights of the joint representative are determined by the SchVG, any
resolutions of the securities holders or the original terms and conditions of the debt
securities.
To the extent that the exercise of securities holders' rights has been transferred to the joint
representative, the securities holders themselves may not assert these rights, unless the
terms and conditions or a majority resolution of the securities holders provide otherwise.
However, a joint representative appointed by the terms and conditions may not be granted
the right to waive rights of the securities holders, and material amendments to the terms
and conditions within the meaning of Section 5 para. 3 sentence 1 nos. 1-9 SchVG
furthermore require at least a resolution passed by a Qualified Majority.
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