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COREALCREDIT BANK AG

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appeal with the Cologne Higher Regional Court (Oberlandesgericht Köln); the outcome of<br />

the appeal remains open. The Issuer expects long lasting lawsuits. If the Issuer loses one<br />

of these proceedings - at whatever level of the proceedings - and accordingly might have<br />

to face a request for payment by the opposing side (against provision of collateral, if<br />

applicable) there would be a significantly adverse effect on the Issuer's liquidity situation.<br />

This may have an impact on the Issuer's short- and medium-term business potential.<br />

The Issuer has made provisions for legal costs arising from legal disputes with the holders of profit<br />

participation certificates.<br />

Proceedings relating to former members of the Management Board<br />

In connection with derivative transactions, the Issuer has sued former members of the<br />

Management Board who were members thereof between mid-2001 and mid-2002 for damages<br />

amounting to EUR 250,000,000.00. The claim was dismissed in the first instance. The Issuer's<br />

appeal against this dismissal of the action was dismissed by the Frankfurt am Main Higher<br />

Regional Court (Oberlandesgericht Frankfurt am Main) in March 2011. The Issuer filed a<br />

Nichtzulassungsbeschwerde, i.e. an appeal against the denial of the Frankfurt am Main Higher<br />

Regional Court to grant leave to appeal with the German Federal Court of Justice<br />

(Bundesgerichtshof).<br />

Governmental proceedings<br />

The Issuer is not involved, nor was it involved in the last twelve months, in any governmental<br />

interventions that possibly will have or have recently had significant effects on the financial<br />

situation or profitability of the Issuer nor is the Issuer aware that such governmental interventions<br />

are pending or threatened.<br />

SIGNIFICANT CHANGE IN THE ISSUER'S FINANCIAL POSITION<br />

Save as disclosed in section headed "Business Development and Outlook for the Year 2012" on<br />

page 50, there has been no significant change in the financial position of the Bank since<br />

31 December 2011.<br />

MATERIAL CONTRACTS<br />

In the usual course of its business, the Issuer enters into numerous contracts with various other<br />

entities. As at the date of this Prospectus, the Issuer has not, however, entered into any material<br />

contracts outside the ordinary course of its business which could result in an obligation or<br />

entitlement that is material to the Issuer's ability to meet its obligation to security holders in respect<br />

of the securities being issued.<br />

THIRD-PARTY INFORMATION<br />

Where information has been sourced from a third party, <strong>COREALCREDIT</strong> confirms that, to the<br />

best of its knowledge, this information has been accurately reproduced and that, so far as<br />

<strong>COREALCREDIT</strong> is aware and able to ascertain from information published by such third party, no<br />

facts have been omitted which would render the reproduced information inaccurate or misleading.<br />

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