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COREALCREDIT BANK AG

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The distribution of this Prospectus, any document incorporated herein by reference and any Final<br />

Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by<br />

law. Persons into whose possession this Prospectus or any Final Terms come are required by the<br />

Issuer and any Dealer to inform themselves about and to observe any such restrictions. In<br />

particular, the Notes and the Guarantee, if any, to be issued upon substitution of the debtor in<br />

accordance with the terms and conditions of the Notes have not been and will not be registered<br />

under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any<br />

securities regulatory authority of any state or other jurisdiction of the United States, and may<br />

include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain<br />

exceptions, Notes and the Guarantee, if any, may not be offered or sold (or, in the case of Notes<br />

subject to U.S. tax law requirements, delivered) within the United States or to, or for the account or<br />

benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, and<br />

the regulations thereunder and in Regulation S under the Securities Act ("Regulation S"). The<br />

Notes and the Guarantee, if any, are being offered and sold outside the United States to non-U.S.<br />

Persons in reliance on Regulation S. For a description of these and certain restrictions on offers,<br />

sales and deliveries of Notes and on the distribution of the Prospectus or any Final Terms and<br />

other offering material relating to the Notes, see "Selling Restrictions" on page 174 of this<br />

Prospectus.<br />

The language of the Prospectus is English. The historical financial information incorporated by<br />

reference or set out in the Prospectus, respectively, is in the German language. Any other part of<br />

this Prospectus in the German language constitutes a translation. In respect of the issue of any<br />

Tranche of Notes under the Programme, the German text of the Terms and Conditions may be<br />

controlling and binding if so specified in the relevant Final Terms.<br />

This Prospectus may only be used for the purpose for which it has been published.<br />

This Prospectus and any Final Terms may not be used for the purpose of an offer or<br />

solicitation by anyone in any jurisdiction in which such offer or solicitation is not<br />

authorised or to any person to whom it is unlawful to make such an offer or solicitation.<br />

The Prospectus and any Final Terms do not constitute an invitation to subscribe for or<br />

purchase any Notes.<br />

In connection with the issue of any tranche of Notes, the Dealer or Dealers (if any) named<br />

as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in<br />

the applicable Final Terms may over-allot Notes or effect transactions with a view to<br />

supporting the price of the Notes at a level higher than that which might otherwise prevail.<br />

However, there is no assurance that the stabilising manager(s) (or persons acting on behalf<br />

of a stabilising manger) will undertake stabilisation action. Any stabilisation action may<br />

begin on or after the date on which adequate public disclosure of the terms of the offer of<br />

the relevant tranche of Notes is made and, if begun, may be ended at any time, but it must<br />

end no later than the earlier of 30 days after the issue date and 60 days after the date of the<br />

allotment of the relevant tranche of Notes. Any stabilisation action or over-allotment must<br />

be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of any<br />

stabilising manager(s)) in accordance with all applicable laws and rules.<br />

In this Prospectus, all references to "EUR", "€" or "Euro" are to the single currency of certain<br />

member states of the European Union.<br />

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