Obligation Swiss Credit 6% ( CH0221803791 ) en CHF

Swiss Credit

100 % ⇌

Suisse

CH0221803791 ( en CHF )

6% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Credit Suisse CH0221803791 en CHF 6%, échue

5 000 CHF

290 000 000 CHF

Credit Suisse était une grande banque suisse, active dans la gestion de fortune, l'investissement bancaire et les services financiers, avant sa prise de contrôle par UBS en mars 2023 suite à une crise de confiance.

L'Obligation émise par Swiss Credit ( Suisse ) , en CHF, avec le code ISIN CH0221803791, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTA T
OTICE
OT FOR DISTRIBUTIO
TO A Y U.S. PERSO
OR TO A Y PERSO
OR ADDRESS
I
THE U.S.
IMPORTA T: You must read the following before continuing. The following disclaimer applies to
the Preliminary Prospectus following this page, and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Preliminary Prospectus. In accessing the
Preliminary Prospectus, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access. You
acknowledge that you will not forward this electronic transmission or the attached Preliminary
Prospectus to any other person.
THE
FOLLOWING
PRELIMINARY
PROSPECTUS
AND
ITS
CONTENTS
ARE
CONFIDENTIAL AND MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU
HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE
FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO
PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
EXCEPT AS DESCRIBED BELOW, NOTHING IN THIS ELECTRONIC TRANSMISSION
CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR
OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
OR LOCAL SECURITIES LAWS. THE NOTES ARE ONLY BEING OFFERED AND SOLD IN
"OFFSHORE TRANSACTIONS" TO NON-U.S. PERSONS (AS DEFINED IN REGULATION S)
IN RELIANCE ON REGULATION S.
Confirmation of your Representation: You have been sent this Preliminary Prospectus on the
basis that you have confirmed to the Managers (as defined herein), being the senders of the
attached, that: (i) you have understood and agree to the terms set out herein, (ii) you are not a U.S.
person (within the meaning of Regulation S of the Securities Act), and are not acting for the account
or benefit of any U.S. person, and that you and the electronic mail address that you have given us
and to which this e-mail has been delivered are not located in the United States, its territories and

possessions, (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the
attached Preliminary Prospectus (or any copy of it or part thereof) or disclose, whether orally or in
writing, any of its contents to any other person except with the consent of the relevant Manager, (v)
you acknowledge that you will make your own assessment regarding any legal, taxation or other
economic considerations with respect to your decision to subscribe for, or purchase any of, the
securities and (vi) if you are a person in the United Kingdom, then you are a person who (x) has
professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order") or (y) is a high net worth entity falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "Relevant Persons"). In the United Kingdom, the Preliminary
Prospectus may only be communicated or caused to be communicated to persons in circumstances
where Section 21(1) of the Financial Services and Markets Act 2000 does not apply and may only
be distributed to Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which the Preliminary Prospectus
relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
You are reminded that the Preliminary Prospectus has been delivered to you on the basis that you
are a person into whose possession the Preliminary Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorised to, deliver the Preliminary Prospectus to any other person.
The Preliminary Prospectus does not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licenced broker or dealer and a Manager, or any affiliate of
such Manager, is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be
made by such Manager or such affiliate on behalf of Credit Suisse Group AG in such jurisdiction.
This Preliminary Prospectus has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently none of the Issuer, the Managers nor any person who controls them
nor any director, officer, employee nor agent of it or affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between the Preliminary
Prospectus distributed to you in electronic format and the hard copy version available to you on
request from the Managers.

SUBJECT TO COMPLETION AND AMENDMENT
STRICTL
LY CONFIDENTIAL
isron
Preliminary Prospectus dated 19 August 2013
sell,
ton
itatiovinro
Credit Suisse Group AG
ffero
an
(incorporated with limited liability in Switzerland)
tainn
co
CHF [8] [8] per cent. Tier 1 Capital otes
ro
te
Issue Price [8] per cent.
The CHF [
stitu
D] [D] per cent. Tier 1 Capital Notes (the "Notes") will be issued by Credit Suisse Group AG (the "Issuer" or "CSG") o
on [D] 2013 (the "Issue Date"). Interest on
n
the Notes will accrue, from (and including) the Issue Date
co
to (but excluding) the First Optional Redemption Date (as defined in "Terms and Conditions of the otes -- Part B"), at a
,
fixed rate of [D] per cent per annum, and from (and includ
to
ing) the First Optional Redemption Date, at the applicable Reset Interest Rate (as defined in "Terms and Conditions of the
otes -- Part B") per annum, each payable annually in arr
ed
rear. Payments on the Notes will be made without deduction for or on account of taxes of Switzerland to the extent described
d
herein under "Terms and Conditions of the otes -- Taxation
tion". Payments of interest will be made at the sole discretion of the Issuer and may be subject to mandatory cancellation, as
ten
more particularly described herein under "Terms and Con
in
ditions of the otes Interest Calculations Cancellation of Interest; Prohibited IInterest". Any interest not paid as foresaid
to
will not accumulate.
nisd

The Notes are perpetual securities and have no fixed or final redemption date. Unless previously redeemed or purchased and cancelleed and provided that no Write-down Event
an
(as defined herein) has occurred, the Notes may, subject t
t,
to the satisfaction of certain conditions described herein and applicable law, be redeemed at the option of the Issuer, on the
on
First Optional Redemption Date or on any Interest Payment Date (as defined herein) thereafter, in whole but not in part, at their principal amount plus accrued but unpaid interest
all
e.
thereon. The Notes are also subject to redemption in whol
g
e, but not in part, at the option of the Issuer, upon the occurrence of a Tax Event o
or upon the occurrence of a Capital Event
sh
an
(each as defined herein), as more particularly described in "
s
"Terms and Conditions of the otes -- Redemption, Substitution, Variation and Pu
urchase". The Notes will constitute direct,
chx
unsecured and subordinated obligations of the Issuer and sshall rank at all times pari passu and without any preference among themselves, as more particularly described herein under
ectu
E
"Terms and Conditions of the otes -- Status of the otes
sp
" and " Terms and Conditions of the otes -- Subordination of the otes".
ro
iss
P
wS
If a Write-down Event occurs, a Write-down (as defined herein) shall occur on the relevant Write-down Date (as defined herein), as more particularly described in
ary
IX
"Terms and Conditions of the
otes -- Write-down".
in
S
In such circumstances, interest on the
otes shall cease to accrue, the full principal amount of each
ote will
y
automatically and permanently be written-down to zer
b
ro, Holders (as defined herein) will lose their entire investment in the otes and, except for the payment by the Issuer
relim
to the Holders of any Accrued Interest on the otes and any Additional Amounts relating thereto, in each case, if and only to the extent accrued and unpaid prior to the
P
edv
date of the relevant Write-down otice, all rights of an
is
ny Holder for payment of any amounts under or in respect of the otes will become null and void. See "Risk Factors
h
rop
T
-- The likelihood of an occurrence of a write-down of t
ap
the otes is material for the purpose of assessing an investment in the otes." Each Holder agrees, by accepting an
s.
interest in such ote, to be bound by and consents to the application of the Write-down.
een
ectu
b
sp
t
The Notes are expected to be provisionally admitt
o
ed to trading on the SIX Swiss Exchange AG ("SIX Swiss Exchange") from [D] 2013. The last trading day will be the third
ro
n
P
dealing day prior to the date on which the Notes are fully r
as
edeemed or the Write-down Date, as applicable, in accordance with the Terms and Conditions of the Notes. Application will
al
h
be made to the SIX Swiss Exchange for listing of the Note
t
s. This Prospectus is not a prospectus for the purposes of EU Directive 2003/71/EU (as amended).
fin
en
e
m
The Notes have not been, and will not be, regist
th
ered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be offered or sold or
cu
in
o
delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an
t
dis
exemption from, or in a transaction not subject to, the regi
en
stration requirements of the Securities Act. The Notes are only being offered and sold in "offshore transactions" to non-U.S.
m
hT
persons (as defined in Regulation S) in reliance on Regula
d
.
tion S. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of
en
this Prospectus, see "Selling Restrictions".
am
itted
d

The Notes are issued in uncertificated form in denominations of CHF 5,000 and integral multiples thereof as uncertificated securities (Wertrechte) in accordance with article
an
ermp
n
t
973c of the Swiss Federal Code of Obligations. The un
o
certificated securities will be created by the Issuer by means of a registration in its register of uncertificated securities
n
(Wertrechtebuch) and will be entered into the main register (Hauptregister) of SIX SIS Ltd and credited to the Managers (as defined herein). The Notes will then constitute
letiop is
Intermediated Securities (Bucheffekten) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengessetz).
m
co
salero
The Notes are expected upon issue to be rated [D
to
] by Fitch Italia S.p.A. ("Fitch"). A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
ject
ffer
b
o
su
ch
An investment in otes involves certain risks, including the risk that holders will lose their entire investment in the otes. F
For a discussion of certain of the risks
is
su
that potential investors should carefully consider befor
s
e deciding to invest in the otes, see "Risk Factors".
ere
ectu
hw
The date of this Prospectus is [D] 2013.
sp
n
roP ictio
Sole Book-Running Manager
aryin risd
Credit Suisse
juy

relimP an
Joint Lead Manager
is
in
th
tes
Goldman Sachs International

in
oN
ed
,

yu
tain
b
n
to
con
Co- Managers
ffers
atio
o
[·]
[·]
g
rmfoin licitinehsoTit

IMPORTA T
OTICES
This Prospectus may only be used for the purposes for which it has been published.
The Issuer accepts responsibility for all information contained in this Prospectus. The information
contained in this Prospectus is, to the best of the Issuer's knowledge, correct and no material facts or
circumstances have been omitted herefrom.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the
basis that such documents are incorporated and form part of this Prospectus.
The Managers (as defined herein under "Selling Restrictions") have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Issuer in
connection with the Notes.
No person is or has been authorised by the Issuer or the Managers to give any information or to make
any representation not contained in or not consistent with this Prospectus or any other information supplied in
connection with the Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer or the Managers.
To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the
contents of this Prospectus or for any other statement, made or purported to be made by the Managers or on
their behalf in connection with the Issuer or the issue and offering of the Notes. The Managers accordingly
disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which
they might otherwise have in respect of this Prospectus or any such statement.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended
to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer or the Managers that any recipient of this Prospectus or any other information supplied in connection
with the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make
its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with
the issue of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Managers to any
person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the issue of the Notes
is correct as of any time subsequent to the date indicated in the document containing the same. Each Manager
expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the
Notes or to advise any investor in the Notes of any information coming to its attention.
In connection with the issue of the Notes, Credit Suisse AG (the "Stabilising Manager") (or any
person acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager (or any person acting on behalf of any Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the
2

allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or any person acting on behalf of any Stabilising Manager) in accordance with all applicable laws
and rules.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor the Managers represent that this Prospectus may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Managers which is intended to permit a public offering of any Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered
or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the
offer or sale of Notes in the United States, the United Kingdom and the European Economic Area, see
"Selling Restrictions".
The Notes have not been, and will not be, registered under the Securities Act. The Notes may not be
offered or sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as
defined Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Notes are only being offered and sold in "offshore
transactions" to non-U.S. persons (as defined in Regulation S) in reliance on Regulation S. For a description
of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of this
Prospectus, see "Selling Restrictions".
All references in this document to "U.S. dollars", "U.S.D", "U.S.$" and "$" refer to United States
dollars and to "francs" or "CHF" refer to Swiss francs. In addition, all references to "euro" refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the functioning of the European Union, as amended.

3

TABLE OF CO TE TS

Page
Page
RISK FACTORS ............................................. 5
USE OF PROCEEDS .....................................71
FORWARD-LOOKING STATEMENTS .......28
CREDIT SUISSE GROUP AG ......................72
DOCUMENTS INCORPORATED BY
TAXATION ....................................................88
REFERENCE.........................................29
SELLING RESTRICTIONS ..........................91
INFORMATION REGARDING THE CET1
GENERAL INFORMATION .........................94
RATIO AND SWISS CAPITAL RATIOS
...............................................................31
TERMS AND CONDITIONS OF THE
NOTES ..................................................41
4

RISK FACTORS
Investing in the otes involves risk, including the risk of loss of a holder's entire investment in the
otes. Investors should reach their own investment decision with regard to the otes only after consultation
with their own financial and legal advisers about risks associated with an investment in the otes and the
suitability of investing in the otes in light of their particular circumstances.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under, and
may affect the likelihood of an occurrence of the write-down of, the otes.
In addition, certain factors which are material for the purpose of assessing the market risks associated
with the otes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the otes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
any otes or a Write-down Event triggering a Write-down may occur for other reasons which may not be
considered significant risks by the Issuer based on information currently available to it or which it may not
currently anticipate. Prospective investors should give careful consideration to the following risk factors in
evaluating the merits and suitability of an investment in the otes. The information is not intended to be an
exhaustive list of all potential risks associated with an investment in the otes. Prospective investors should
also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to
making any investment decision.
Capitalised terms used in this section but not defined herein shall have the meanings assigned to them
elsewhere in this Prospectus.
Factors which are material for the purpose of assessing an investment in the otes
The likelihood of an occurrence of a write-down of the otes is material for the purpose of
assessing an investment in the otes. The otes may be subject to a Write-down and upon the
occurrence of such an event you will lose all of your investment in the otes.
Upon the occurrence of a Contingency Event or a Viability Event, a Write-down will occur and
the full principal amount of the otes will be automatically and permanently written-down to zero. As
a result, holders of the otes will lose the entire amount of their investment in the otes. On the Write-
down Date, (i) the full principal amount of the otes will be written-down to zero, (ii) the Issuer will
pay interest on such otes (and any related Additional Amounts) if and to the extent accrued and
unpaid from (and including) the Interest Payment Date immediately preceding the date of the relevant
Write-down otice (or, if none, from the Issue Date) to (but excluding) the date of such Write-down
otice and (iii) except as described in (ii) above, all rights for payment of any amounts under or in
respect of the
otes (including, without limitation, any amounts arising as a result of, or due and
payable upon the occurrence of, an Event of Default) will become null and void, irrespective of whether
such amounts have become due and payable prior to the occurrence of the Write-down Event, the date
of the Write-down otice or the Write-down Date.
Furthermore, any Write-down will be irrevocable and, upon the occurrence of a Write-down, the
holders of the Notes will not (i) receive any shares or other participation rights in CSG or be entitled to any
other participation in the upside potential of any equity or debt securities issued by CSG or any other member
of the Group, or (ii) be entitled to any write-up or any other compensation in the event of a potential recovery
of CSG or any other member of the Group or any subsequent change in the CET1 Ratio, Higher Trigger
5

Capital Ratio or financial condition thereof. The Write-down may occur even if existing preference shares,
participation certificates and ordinary shares of CSG remain outstanding.
A Write-down Event will occur if at any time while the Notes are outstanding, a Contingency Event or
Viability Event occurs.
A Contingency Event will occur if the Issuer or, following any substitution under Condition 13(c) of
the Terms and Conditions, the substitute issuer or CSG gives the holders of the Notes a Contingency Event
Notice. A Contingency Event Notice shall be required to be given if the sum of (i) the CET1 Ratio and (ii) the
Higher Trigger Capital Ratio, calculated as of certain specified dates, falls below 5.125 per cent., unless the
Regulator, at the request of CSG, agrees that a Write-down should not occur for more information, see
"Terms and Conditions of the otes -- Write-down".
A Viability Event will occur if the Regulator makes the determination that the circumstances described
in paragraph (A) or paragraph (B) of the definition of "Viability Event" has occurred for more information,
see "Terms and Conditions of the
otes -- Write-down". Any such event could occur before formal
insolvency proceedings would be commenced in respect of CSG.
Each holder and beneficial owner of a Note agrees, by accepting a direct or beneficial interest in such
Note, to be bound by and consents to the application of the Write-down.
The circumstances triggering a Write-down are unpredictable. Future regulatory or accounting
changes to the calculation of the CET1 Amount and/or RWA Amount may negatively affect the CET1
Ratio and thus increase the risk of a Contingency Event, which will lead to a Write-Down, as a result
of which holders will lose their entire investment in the otes.
The occurrence of a Contingency Event or Viability Event is inherently unpredictable and depends on
a number of factors, many of which are outside of the Issuer's control.
The occurrence of a Contingency Event depends, in part, on the calculation of the CET1 Ratio, which
can be affected, among other things, by the growth of CSG's business and its future earnings; expected
dividend payments by CSG; regulatory changes (including possible changes in regulatory capital definitions
and calculations) and CSG's ability to mitigate RWAs in exit businesses, structured products, emerging
markets and derivatives. The calculation may also be affected by changes in applicable accounting rules, or by
changes to regulatory adjustments modifying the regulatory capital impact of accounting rules. Moreover,
even if changes in applicable accounting rules or the related changes to regulatory adjustments are not
applicable as of the relevant calculation date, the Regulator could require CSG to reflect such changes in any
particular calculation of the CET1 Ratio. Those accounting changes or regulatory changes may have a
material adverse impact on the calculation of the CET1 Amount and RWA Amount used to calculate the CET1
Ratio. Moreover, pursuant to the Capital Adequacy Ordinance, CSG is permitted to allocate Common Equity
Tier 1 Capital to Progressive Component Capital so long as at the time of, and immediately after giving effect
to, such re-allocation the Common Equity Tier 1 Capital does not fall below the amount required under the
Capital Adequacy Ordinance at such time. If it were to choose to do so, any such Common Equity Tier 1
Capital would no longer be included in the CET1 Ratio and the CET1 Ratio would be reduced accordingly.
Any such re-allocation could make the occurrence of a Contingency Event more likely and would not be
subject to any approval or consent by the holders of the Notes or any beneficial owner of a Note.
Furthermore, although CSG reports the CET1 Ratio only as of each quarterly period end, the Regulator as
part of its supervisory activity may instruct CSG to calculate the CET1 Ratio as of any date during such
periods. The CET1 Ratio and other capital metrics fluctuate during any reporting period in the ordinary course
of business. In addition, the occurrence of a Contingency Event depends on the Higher Trigger Capital Ratio,
which is the ratio (expressed as a percentage) of the Higher Trigger Capital Amount divided by the RWA
Amount. The Higher Trigger Capital Ratio can fluctuate with the issuance of additional Higher Trigger
6

Capital Instruments, the redemption of these instruments, or with changes in the RWA Amount as described
above. A Contingency Event could, therefore, occur at any time if the sum of (i) the CET1 Ratio and (ii) the
Higher Trigger Capital Ratio as of any such date is below 5.125 per cent. For additional information on CSG's
capital ratios and the relevant regulatory framework including expected effects of the phase-in requirements
on the calculation of the CET1 Ratio, see "Information Regarding the CET1 Ratio and Swiss Capital Ratios"
below.
Furthermore, changes that may occur to the Capital Adequacy Ordinance subsequent to the date of this
Prospectus, and changes to the basis of CSG's calculation of the CET1 Ratio resulting therefrom, may
individually or in the aggregate negatively affect the CET1 Ratio and thus increase the risk of a Write-down,
as a result of which holders of the Notes will lose their entire investment in the Notes and have no further
rights against the Issuer with respect to the repayment of the principal amount of the Notes or the payment of
interest on the Notes for any period from the date of the relevant Write-down Notice.
The Regulator may notify CSG that it has determined that a write-down of the Notes, together with the
conversion or write off of holders' claims in respect of all other Progressive Component Capital Instruments,
Buffer Capital Instruments, Tier 1 Instruments and Tier 2 Instruments that, pursuant to their terms or by
operation of law, are capable of being converted into equity or written off at that time, (if any), is, because
customary measures to improve CSG's capital adequacy are, at the time, inadequate or unfeasible, an essential
requirement to prevent CSG from becoming insolvent, bankrupt or unable to pay a material part of its debts as
they fall due, or from ceasing to carry on its business. Additionally, if measures to improve CSG's capital
adequacy are at the time inadequate or unfeasible and if CSG has received an irrevocable commitment of
extraordinary support from the federal or central government or central bank in CSG's country of
incorporation (beyond customary transactions and arrangements in the ordinary course) that has, or
imminently will have, the effect of improving CSG's capital adequacy, the Regulator may determine that,
without such irrevocable commitment, CSG would have become insolvent, bankrupt, unable to pay a material
part of its debts as they fall due or unable to carry on its business. Such a notification or determination by the
Regulator will constitute a Viability Event.
The occurrence of a Viability Event, and a Write-down resulting therefrom, is subject to, inter alia, a
subjective determination by the Regulator as more particularly described below and in "Terms and Conditions
of the otes -- Write-down -- Write-down upon a Write-down Event -- Viability Event". As a result, the
Regulator may require and/or the federal government may take actions contributing to the occurrence of a
Write-down in circumstances that are beyond the control of CSG and with which CSG does not agree.
Because of the inherent uncertainty regarding the determination as to whether a Contingency Event or
a Viability Event has occurred, it will be difficult to predict when, if at all, a Write-down will occur.
Accordingly, trading behaviour in respect of the Notes is not necessarily expected to follow trading behaviour
associated with other types of securities. Any indication that CSG is trending towards a condition that could
trigger a Contingency Event or a Viability Event can be expected to have a material adverse effect on the
market price of the Notes.
Other regulatory capital instruments may not be subject to a write-down.
The terms and conditions of other regulatory capital instruments already in issue or to be issued after
the date hereof by CSG or any of its Subsidiaries may vary and accordingly such instruments may not convert
into equity or be written down at the same time, or to the same extent, as the Notes, or at all. In particular,
regulatory capital instruments qualifying as Higher Trigger Capital Instruments with respect to the Notes may
not be converted or written-down in case of the occurrence of a Contingency Event if the relevant threshold
for triggering a conversion or write down, as the case may be, under those instruments is higher or calculated
differently.
7

The otes are a novel form of security and may not be a suitable investment for all investors.
The Notes are a novel form of security. As a result, an investment in the Notes will involve certain
increased risks. Each potential investor in the Notes must determine the suitability of such investment in light
of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Notes, such as the provisions governing a Write-down,
particularly the calculation of the CET1 Ratio, the CET1 Amount, the RWA Amount and the Higher
Trigger Capital Ratio, as well as under what circumstances a Write-down Event will or may be deemed
to occur, and be familiar with the behaviour of any relevant financial markets and their potential
impact on the likelihood of a Write-down Event, a Capital Event or a Tax Event occurring; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment, the Write-down of the Notes,
and its ability to bear the applicable risks.
The Notes are novel and complex financial instruments. Sophisticated institutional investors generally
do not purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Notes unless it has the knowledge
and expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the likelihood of a Write-down, and the impact this investment will have
on the potential investor's overall investment portfolio. Prior to making an investment decision, potential
investors should consider carefully, in light of their own financial circumstances and investment objectives,
all the information contained in this Prospectus or incorporated by reference herein.
The otes are subject to the provisions of the laws of Switzerland, which may change and have a
material adverse effect on the terms and market value of the otes.
The Terms and Conditions of the Notes are based on Swiss law in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Swiss
law or administrative practice after the date of this Prospectus.
Changes in the laws of Switzerland after the date hereof may also affect the rights and effective
remedies of holders as well as the market value of the Notes. Such changes in law may include changes in
statutory, tax and regulatory regimes during the life of the Notes, which may have an adverse effect on
investment in the Notes.
In particular, any amendment of the Swiss Banking Act or any amendment or implementation of an
implementing ordinance in respect of the provisions in the Swiss Banking Act could impact the calculation of
the CET1 Ratio, the CET1 Amount and the RWA Amount. Because the occurrence of a Contingency Event
depends, in part, on the calculation of the CET1 Ratio, any change in Swiss law that could affect the
8