COREALCREDIT BANK AG

Conflicts of Interests
Although, at present, COREALCREDIT is not aware of any conflicts of interest, it cannot generally
be ruled out that potential conflicts of interest may arise between obligations of members of the
Management Board or Supervisory Board towards COREALCREDIT as issuer of securities on the
one hand and, on the other hand, any private interests of those persons (e.g. the holding of a
substantial number of shares which form the underlying of an issue of the Bank) or other
obligations of these persons, such as mandates with other banks or companies.
Such conflicts of interest would only arise in connection with a specific offer of Notes. Therefore, a
description of any conflicting interest that is important for an offer will be included in the Final
Terms pertaining to the relevant issue, specifying the persons involved and the type of interest.
MAJOR SHAREHOLDERS
COREALCREDIT is a non-listed stock corporation organised under the laws of the Federal
Republic of Germany, whose sole shareholder is LSF5 German Investments, L.P. (LSF5). With the
entry of the squeeze-out resolution in the Commercial Register (Handelsregister) of the local court
(Amtsgericht) in Frankfurt am Main on 23 June 2009, the transfer of shares of the minority
shareholders of COREALCREDIT to the main shareholder, LSF5, has become legally effective.
As at 31 December 2011, the issuer's subscribed capital (gezeichnetes Kapital) amounted to
EUR 100,275,948.50. It consists entirely of bearer shares and was divided into 47,069,450 shares
as at 31 December 2011. On 31 August 2009, the annual general meeting authorised the
Management Board to increase the subscribed capital by a maximum of EUR 50.0 million by
issuing up to 23,469,960 bearer shares in one or more tranches against cash and/or contributions
in kind by 31 August 2014 at the latest. No use has yet been made of this authorisation.
The extraordinary general meeting held on 14 October 2010 authorised the Management Board to
acquire up to ten per cent. of the company's own shares for purposes other than securities trading,
with the consent of the Supervisory Board, by 30 June 2015 at the latest. Together with the
company's own shares acquired for other reasons and in the possession of the company or
classed as belonging to it under section 71a et seq. of the German Companies Act (Aktiengesetz -
AktG), the shares acquired on the basis of this authorisation must at no time exceed ten per cent.
of its share capital. No use has yet been made of this authorisation.
HISTORICAL FINANCIAL INFORMATION
Accounting Standards
The audited financial statements (Jahresabschluss) of COREALCREDIT for the year 2010 and for
the year 2011 were prepared in accordance with the German Commercial Code
(Handelsgesetzbuch, "HGB").
2010 Financial Year
The (German language) audited unconsolidated financial statements (Jahresabschluss) and the
cash flow statements for the year 2010 are incorporated by reference into this Prospectus.
2011 Financial Year
The (German language) audited unconsolidated financial statements (Jahresabschluss) and the
cash flow statements for the year 2011 are incorporated by reference into this Prospectus.
57