COREALCREDIT BANK AG

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General SELLING RESTRICTIONS Each Dealer has agreed that it will comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer and any other Dealer shall have any responsibility therefor. Neither the Issuer nor any of the Dealers has represented that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer(s) will be required to comply with such other additional restrictions as the Issuer and the relevant Dealer(s) shall agree and as shall be set out in the applicable Final Terms. United States of America The Notes and the Guarantee, if any, to be issued upon substitution of the debtor in accordance with the terms and conditions of the Notes have not been and will not be registered under the Securities Act, and the Notes may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder. Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that, except as permitted by the Dealer Agreement, it will not offer, sell or deliver Notes of any Series and the Guarantee, if any, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution of an identifiable tranche of which such Notes are a part, as determined and certified to the Fiscal Agent by such Dealer (or, in the case of a sale of an identifiable tranche of Notes to or through more than one Dealer, by such Dealers with respect to the Notes of an identifiable tranche purchased by or through it, in which case the Fiscal Agent shall notify each Delaer when all such Dealers have so certified), within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer that purchases Notes from it during the distribution compliance period a confirmation or notice setting out the restrictions on offers and sales of the Notes and the Guarantee, if any, within the United States or to, or for the account or benefit of, U.S. persons.Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering of an identifiable tranche of the such Notes or the Guarantee, if any, an offer or sale of Notes or the Guarantee within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. In addition, the following will be applicable to Notes to which the TEFRA D Rules apply: The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions 174
permitted by U.S. tax regulations. Terms used in this paragraph have the meaning given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder. In addition, the following will be applicable to Notes to which the TEFRA C Rules apply: The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions. Terms used in this paragraph have the meaning given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder. Each issue of index, commodity- or currency-linked Notes shall be subject to such additional U. S. selling restrictions as the Issuer and the relevant Dealer(s) may agree as a term of the issue and purchase of such Notes, which additional selling restrictions shall be set out in the Final Terms. Each Dealer has agreed that it shall offer, sell and deliver such Notes only in compliance with such additional U. S. selling restrictions. United Kingdom Each Dealer has represented, warranted and agreed that: (i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom. Public Offer Selling Restriction under the Prospectus Directive In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (i) if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3 (2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant 175
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This document constitutes two base
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The distribution of this Prospectus
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SIGNIFICANT CHANGE IN THE ISSUER'S
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Operational Risks Operational risk
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Foreign Currency Notes A holder of
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� BVG-Grundstücks- und Verwertun
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in the above-mentioned class action
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� on the basis of a reference rat
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Early Redemption for Reasons of Tax
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Liquiditätsrisiken können sich au
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Gegenläufig variabel verzinsliche
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Die Bank ist im Handelsregister bei
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Seit 2005 erfolgt eine Verlustteiln
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unbesicherte und nachrangige Verbin
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Endgültigen Bedingungen angegeben
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öffentlichen Angebots oder in Form
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problems, i.e. the risk that the go
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The Bank's real estate business and
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Hedging Transactions Holders should
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Floating Rate Notes A key differenc
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Additional Risk Factors relating to
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GENERAL GENERAL DESCRIPTION OF THE
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� the Terms and Conditions will b
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Ernst & Young is a member of the Ch
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Fitch confirmed the "AA-" rating of
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Loan portfolio The total COREALCRED
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usiness. The increase on the previo
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MANAGEMENT AND SUPERVISORY BODIES M
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Conflicts of Interests Although, at
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appeal with the Cologne Higher Regi
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TERMS AND CONDITIONS OF THE NOTES T
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A. TERMS AND CONDITIONS OF NOTES IN
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einer jeden solchen Zinszahlung erf
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ist]. § 2 STATUS [Im Fall von nich
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der Emittentin nicht mehr im Einkla
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Schuldverschreibungen werden zu ein
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dieser Angebotssätze [im Fall eine
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[Falls ein Mindestzinssatz gilt ein
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etreffenden Zeitraum angewendet wir
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(A) der Anzahl von Tagen in dem Zin
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"D1" ist der erste Tag des Zinsbere
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jeweiligen Kontoinhaber des Clearin
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Schuldverschreibungen;] [im Fall vo
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werden kann. Eine solche Kündigung
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(iv) den Wahl-Rückzahlungsbetrag (
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Schuldverschreibung dem Amortisatio
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anfänglich bezeichnete Geschäftss
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Beträge (die "zusätzlichen Beträ
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länger als 60 Tage fortdauert, nac
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Satz 11 des Kreditwesengesetzes ist
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[Im Fall von Schuldverschreibungen,
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Abstimmung ohne Versammlung getroff
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§ [14] ANWENDBARES RECHT, GERICHTS
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Text ist bindend und maßgeblich. D
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und wird durch einen bevollmächtig
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[Falls die Globalurkunde eine NGN i
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einfügen]%. Die Zinsen sind nachtr
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"[Londoner] [zutreffenden anderen O
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Europäischen Union, die gemäß de
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werden. Falls die Emittentin die Sc
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Convention einfügen: der Zinszahlu
Page 123 and 124: Monat Februar nicht als ein auf 30
Page 125 and 126: Zinsberechnungszeitraums fällt; Pe
Page 127 and 128: Rückzahlungsbetrag der Schuldversc
Page 129 and 130: Sie beinhaltet die folgenden Angabe
Page 131 and 132: Die Emissionsstelle [[,] [und] [die
Page 133 and 134: einheitliche Serie bilden. (2) Anka
Page 135 and 136: Globalurkunde vorlegt, deren Übere
Page 137 and 138: C. TERMS AND CONDITIONS OF JUMBO PF
Page 139 and 140: [festgelegten Endfälligkeitstag ei
Page 141 and 142: dritten Tag nach dem Tag der Veröf
Page 143 and 144: § 12 TEILUNWIRKSAMKEIT Sollten irg
Page 145 and 146: Dies sind die Endgültigen Bedingun
Page 147 and 148: Language of Conditions 7 ) Sprache
Page 149 and 150: Bestimmungsstelle [Ja/Nein] � Fis
Page 151 and 152: Margin Marge � flat keine � plu
Page 153 and 154: [Deemed Interest Payment Date] 13 )
Page 155 and 156: � Deduction of unaccrued interest
Page 157 and 158: Bestellung oder Abberufung durch Me
Page 159 and 160: [Additional Risk Factors 23 ) Zusä
Page 161 and 162: Zinssätze der Vergangenheit Detail
Page 163 and 164: A description of the possibility to
Page 165 and 166: Estimate of the total expenses rela
Page 167 and 168: COREALCREDIT BANK AG [Name & title
Page 169 and 170: the respective principal amount or,
Page 171 and 172: HOLDERS' MEETING AND RESOLUTIONS Fo
Page 173: The joint representative's liabilit
Page 177 and 178: pursuant to an exemption from the r
Page 179 and 180: opt for inclusion of investment inc
Page 181 and 182: Inheritance tax / gift tax The tran
Page 183 and 184: Residents According to the law of 2
Page 185 and 186: DOCUMENTS INCORPORATED BY REFERENCE
Page 187: NAMES AND ADDRESSES Issuer COREALCR
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COREALCREDIT BANK AG

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