Obligation Swiss Credit 7.125% ( CH0352765157 ) en USD

Swiss Credit

100 % ▼

Suisse

CH0352765157 ( en USD )

7.125% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Credit Suisse CH0352765157 en USD 7.125%, échue

1 000 USD

1 500 000 000 USD

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 perpétuelle émise par Credit Suisse (ISIN: CH0352765157), d'une taille totale de 1 500 000 000 USD, avec un coupon de 7,125% payable deux fois par an et une taille minimale d'achat de 1 000 USD, a atteint sa maturité et a été intégralement remboursée à 100%.

Credit Suisse Group AG
(incorporated with limited liability in Switzerland)
U.S.$1,500,000,000 7.125 per cent. Perpetual Tier 1 Contingent Convertible Capital Notes
Issue Price: 100 per cent.

The U.S.$1,500,000,000 7.125 per cent. Perpetual Tier 1 Contingent Convertible Capital Notes (the "Notes") will be issued by Credit Suisse Group AG (the "Issuer" or
"CSG") on 30 January 2017 (the "Issue Date"). Interest on the Notes will accrue from and including the Issue Date to (but excluding) the First Optional Redemption Date (each
as defined under "Terms and Conditions of the Notes--Part B") at an initial rate of 7.125 per cent. per annum payable semi-annually in arrear on 29 January and 29 July in each
year, and thereafter at the applicable Reset Interest Rate, based on the Mid Market Swap Rate plus 5.108 per cent., payable semi-annually in arrear on 29 January and 29 July in
each year. There will be a short first Interest Period. The first payment of interest will be made on 29 July 2017 in respect of the period from (and including) the Issue Date to
(but excluding) such Interest Payment Date. Payments on the Notes will be made without deduction for or on account of taxes of Switzerland to the extent described herein under
"Terms and Conditions of the Notes -- Taxation". Payments of interest will be made at the sole discretion of the Issuer and may be subject to mandatory cancellation, as
more particularly described herein under "Terms and Conditions of the Notes Interest Calculations Cancellation of Interest; Prohibited Interest". Any interest not
paid as foresaid will not accumulate.

The Notes are perpetual securities and have no fixed or final redemption date. Unless previously redeemed (including by way of conversion as described herein under
"Terms and Conditions of the Notes Conversion") or purchased and cancelled as described below, the Notes may, subject to the satisfaction of certain conditions described
herein and applicable law, be redeemed at the option of the Issuer, on the First Optional Redemption Date or on any Reset Date
(each as defined herein) thereafter, in whole, but not in part, at their principal amount plus accrued but unpaid interest thereon. The Notes are also subject to redemption in
whole, but not in part, at the option of the Issuer, at their Tax Event Redemption Amount upon the occurrence of a Tax Event or at their Capital Event Redemption Amount upon
the occurrence of a Capital Event (each as defined herein), as more particularly described in "Terms and Conditions of the Notes -- Redemption, Substitution, Variation and
Purchase". The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and shall rank at all times pari passu and without any preference among
themselves, as more particularly described herein under "Terms and Conditions of the Notes -- Status of the Notes" and " -- Subordination of the Notes".

If a Contingency Event or a Viability Event (each as defined herein) occurs, the Notes shall, subject to the satisfaction of certain conditions, mandatorily
convert into Ordinary Shares (as defined herein) which shall be delivered to the Settlement Shares Depository (as defined herein) on behalf of the Holders, as more
particularly described in "Terms and Conditions of the Notes -- Conversion". In the event of a Contingency Event Conversion (as defined herein), such Ordinary
Shares may, at the election of the Issuer, be offered for sale in a Settlement Shares Offer as described herein.

The Notes are expected to be provisionally admitted to trading on the SIX Swiss Exchange Ltd. ("SIX Swiss Exchange") from 30 January 2017. The last trading day is
expected to be the second dealing day prior to the date on which the Notes are fully redeemed or the Conversion Date, as applicable, in accordance with the Terms and
Conditions of the Notes. Application will be made to the SIX Swiss Exchange for listing of the Notes. This Information Memorandum is an advertisement and not a prospectus
for the purposes of EU Directive 2003/71/EU (as amended).

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (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 in Regulation S under the Securities Act ("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 being offered and sold only in "offshore transactions" to
non-U.S. persons (as defined in Regulation S) in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption
from the provisions of section 5 of the Securities Act provided by Regulation S. For a description of these and certain further restrictions on offers and sales of the Notes and
distribution of this Information Memorandum, see "Selling Restrictions".

The Notes are issued in uncertificated form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof as uncertificated securities
(Wertrechte) in accordance with Article 973c of the Swiss Federal Code of Obligations. The uncertificated securities will be created by the Issuer by means of a registration in its
register of uncertificated securities (Wertrechtebuch) and will be entered into the main register (Hauptregister) of SIX SIS Ltd and credited to the accounts of one or more
participants of SIX SIS Ltd. The Notes will then constitute Intermediated Securities (Bucheffekten) in accordance with the provisions of the Swiss Federal Intermediated
Securities Act (Bucheffektengesetz).

The Notes are expected upon issue to be rated BB by Fitch Ratings Limited ("Fitch") and BB- by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, modification or withdrawal at any time by
the assigning rating agency.

An investment in Notes involves certain risks, including the risk that the Notes will be converted into Ordinary Shares or written-down in certain
circumstances. For a discussion of certain of the risks that potential investors should carefully consider before deciding to invest in the Notes, see "Risk Factors".

Sole Book-Running Manager
Credit Suisse

Joint Lead Managers
COMMERZBANK
Danske Bank
ING
RBC Capital Markets
Santander Global Corporate Banking
Société Générale Corporate &
Investment Banking
TD Securities
UniCredit Bank
Wells Fargo Securities

Co-Managers
ABN AMRO
ANZ
BMO Capital Markets
BNP PARIBAS
CIBC Capital Markets
Crédit Agricole CIB
Deutsche Bank
Morgan Stanley
National Australia Bank Limited
Natixis
NatWest Markets
Nordea
Rabobank

Scotiabank

The date of this Information Memorandum is 26 January 2017.

This Information Memorandum may only be used for the purposes for which it has been published.
The Issuer accepts responsibility (including for the purposes of, Article 27 of the listing rules of the
SIX Swiss Exchange and section 4 of Scheme E thereunder) for all information contained in this Information
Memorandum. The information contained in this Information Memorandum is, to the best of the Issuer's
knowledge, correct and no material facts or circumstances have been omitted herefrom.
This Information Memorandum is to be read in conjunction with all documents which are incorporated
herein by reference (see "Documents Incorporated by Reference"). This Information Memorandum shall be
read and construed on the basis that such documents are incorporated and form part of this Information
Memorandum.
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 Information Memorandum 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 Information Memorandum 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 Information Memorandum 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 Information Memorandum or any such
statement.
Neither this Information Memorandum 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 Information Memorandum 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 Information Memorandum
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 Information Memorandum 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.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes discussed in this Information Memorandum are complex financial instruments and are not a
suitable or an appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the
Notes to retail investors.
2

In particular, in June 2015, the United Kingdom Financial Conduct Authority (the "FCA") published
the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015,
which took effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI
Rules"), (i) certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Notes, must not be sold to retail clients in the EEA and (ii) from 1 October 2015, there
must not be any communication or approval of an invitation or inducement to participate in, acquire or
underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each
case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the
applicable PI Rules.
To the extent applicable, the Managers are required to comply with the applicable PI Rules. By
purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in such Notes)
from the Issuer and/or the Managers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in the applicable PI Rules);
2.
whether or not it is subject to the PI Rules, it will not (A) sell or offer the Notes (or any beneficial
interests therein) to retail clients in the EEA or (B) communicate (including the distribution of this
Information Memorandum) or approve an invitation or inducement to participate in, acquire or
underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA
(within the meaning of the PI Rules), in any such case other than (i) in relation to any sale or offer to
sell Notes (or any beneficial interests therein) to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the PI Rules by any person and/or
(ii) in relation to any sale or offer to sell Notes (or any beneficial interests therein) to a retail client in
any EEA member state other than the United Kingdom, where (a) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Notes (or such
beneficial interests therein) and is able to bear the potential losses involved in an investment in the
Notes (or such beneficial interests therein) and (b) it has at all times acted in relation to such sale or
offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to
the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in
compliance with MiFID if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), including (without limitation) any such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or suitability of an investment in the Notes
(or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
3

STABILISATION
In connection with the issue of the Notes, Credit Suisse Securities (Europe) Limited (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 the 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 allotment of the Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in
accordance with all applicable laws and rules.
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS
AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS
OR SELLS THE NOTES OR POSSESSES OR DISTRIBUTES THIS INFORMATION
MEMORANDUM AND MUST OBTAIN ANY CONSENT, APPROVAL, OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE NOTES UNDER THE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR
IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND THE ISSUER AND THE
MANAGERS SHALL NOT HAVE ANY RESPONSIBILITY THEREFOR.
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S. The Notes covered hereby have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or any applicable U.S. state securities laws and 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 under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. The Notes have not been approved or disapproved by the U.S. Securities
and Exchange Commission (the "SEC"), any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Notes or the accuracy or the adequacy of this Information Memorandum. Any representation to
the contrary is a criminal offence under the laws of the United States.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Any dispute which might arise under the Notes shall fall within the exclusive jurisdiction of the Courts
of Zurich, Switzerland. Furthermore, the Issuer is a corporation organised under the laws of Switzerland.
Most of the officers and directors named herein reside outside the United States and all or a substantial
portion of the assets of the Issuer and of such officers and directors are located outside the United States. As a
result, it may not be possible for investors to effect service of process outside Switzerland upon the Issuer or
such persons, or to enforce judgments against them obtained in courts outside Switzerland predicated upon
civil liabilities of the Issuer or such directors and officers under laws other than Swiss law, including any
judgment predicated upon United States federal securities laws.
WARNING
This Information Memorandum 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 Information Memorandum 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 Information
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Memorandum 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 Information Memorandum in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Information
Memorandum 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 Information Memorandum or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Information
Memorandum and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Information Memorandum and the offer or sale of Notes in the United States, the United Kingdom, Japan and
the Republic of Italy, see "Selling Restrictions".
All references in this document to "U.S. dollars", "USD", "U.S.$" and "$" refer to United States
dollars and to "CHF" refer to Swiss francs. In addition, all references to "euro" and "EUR" 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.

5

TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 7
RISK FACTORS ...............................................................................................................................................15
FORWARD-LOOKING STATEMENTS ..........................................................................................................44
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................45
INFORMATION REGARDING THE CET1 RATIO AND SWISS CAPITAL RATIOS .................................47
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................74
USE OF PROCEEDS ...................................................................................................................................... 117
CREDIT SUISSE GROUP AG ....................................................................................................................... 118
FINANCIAL INFORMATION OF CSG ........................................................................................................156
TAXATION .....................................................................................................................................................157
SELLING RESTRICTIONS ...........................................................................................................................163
GENERAL INFORMATION ..........................................................................................................................166

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SUMMARY
This summary must be read as an introduction to this Information Memorandum and any decision to
invest in the Notes should be based on a consideration of this Information Memorandum as a whole,
including the documents incorporated herein by reference.
Words and expressions defined in "Terms and Conditions of the Notes" shall have the same meanings
when used in this summary.

Issuer
Credit Suisse Group AG.
Credit Suisse Group AG (together with its consolidated subsidiaries, the
"Group") is a global financial services company domiciled in Switzerland.
Notes
U.S.$1,500,000,000 7.125 per cent. Perpetual Tier 1 Contingent
Convertible Capital Notes.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes. Certain of these factors are set out under "Risk
Factors" below and include liquidity risks, market risks, credit risks, cross-
border and foreign exchange risks, operational risks, legal and regulatory
risks and competition risks, among others. In addition, there are certain
factors which are material for the purpose of assessing the risks associated
with the Notes. These include the fact that the Notes may not be a suitable
investment for all investors, certain risks relating to the structure of the
Notes including that they are (i) subject to Conversion upon the occurrence
of a Contingency Event or Viability Event, which will result in Holders
being effectively further subordinated due to their conversion from being
the holder of debt instruments to being the holder of Ordinary Shares, or
(ii) in certain circumstances, a write-down, and consequently result in an
enhanced risk that Holders will lose all or some of their investment in the
Notes.
Sole Book-Running
Credit Suisse Securities (Europe) Limited.
Manager
Joint Lead Managers
Banco Santander, S.A.
Commerzbank Aktiengesellschaft
Danske Bank A/S
ING Bank N.V.
RBC Europe Limited
Société Générale
The Toronto-Dominion Bank
UniCredit Bank AG
Wells Fargo Securities, LLC
Co-Managers
ABN AMRO Bank N.V.
Australia and New Zealand Banking Group Limited
Bank of Montreal, London Branch
BNP Paribas

7

CIBC World Markets plc
Coöperatieve Rabobank U.A.
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Morgan Stanley & Co. International plc
National Australia Bank Limited (ABN 12 004 044 937)
Natixis
Nordea Bank AB (publ)
Scotiabank Europe plc
The Royal Bank of Scotland plc (trading as NatWest Markets)
Principal Paying and
Credit Suisse AG
Conversion Agent and

Swiss Listing Agent

Currency
United States dollars.
Maturity Date
The Notes are perpetual securities and have no fixed or final redemption

date. Unless previously redeemed or purchased and cancelled, and
provided that no Contingency Event or Viability Event has occurred, and

subject to the satisfaction of certain conditions described herein and to

applicable law, the Notes may be redeemed at the option of the Issuer on
the First Optional Redemption Date or on any Reset Date thereafter, in
whole but not in part, at their principal amount plus accrued but unpaid
interest thereon.
Issue Price
100 per cent.
Form of Notes
The Notes will be issued as uncertificated securities (Wertrechte) in
accordance with article 973c of the Swiss Code of Obligations. Such
uncertificated securities will then be entered by the Principal Paying and
Conversion Agent into the main register (Hauptregister) of SIX SIS Ltd. or
any other intermediary in Switzerland recognised for such purposes by SIX
Swiss Exchange (SIX SIS or any such other intermediary, the
"Intermediary"). Once the uncertificated securities (Wertrechte) are
registered in the main register (Hauptregister) of the Intermediary and
entered into the accounts of one or more participants of the Intermediary,
the Notes will constitute intermediated securities (Bucheffekten)
("Intermediated Securities") in accordance with the provisions of the
Swiss Federal Intermediated Securities Act (Bucheffektengesetz).
Denominations
U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
Interest and Interest
The Notes will bear interest at an initial rate of 7.125 per cent. per annum
Payment Dates
from (and including) the Issue Date to (but excluding) the First Optional
Redemption Date, payable semi-annually in arrear on 29 January and 29
July, and thereafter at the applicable Reset Interest Rate, based on the Mid
Market Swap Rate plus 5.108 per cent., payable semi-annually in arrear on
29 January and 29 July in each year. There will be a short first Interest
Period. The first payment of interest will be made on 29 July 2017 in
respect of the period from (and including) the Issue Date to (but excluding)

8

such Interest Payment Date.
Discretionary Interest
Payments of interest will be made at the sole discretion of the Issuer and
Payments
may be subject to mandatory cancellation, as more particularly described
herein under "Terms and Conditions of the Notes Interest Calculations 
Cancellation of Interest; Prohibited Interest".
Any interest not paid on any relevant Interest Payment Date shall not
accumulate or be payable at any time thereafter, and Holders shall have no
right thereto whether in a winding-up, dissolution or liquidation of the
Issuer or otherwise.
Status of the Notes
The Notes will constitute direct, unsecured and subordinated obligations of
the Issuer and will rank pari passu and without any preference among
themselves. The rights and claims of Holders are subordinated as described
in "Terms and Conditions of the Notes -- Subordination of the Notes".
In the event of an order being made, or an effective resolution being
passed, for the liquidation or winding-up of the Issuer, subject to certain
exceptions as described herein under "Terms and Conditions of the Notes
-- Subordination of the Notes -- Subordination", prior to the occurrence of
a Contingency Event or a Viability Event, the claims of Holders against the
Issuer in respect of or arising under (including, without limitation, any
damages awarded for breach of any obligation under) the Notes shall rank
(i) junior to all claims of Priority Creditors, (ii) pari passu with Parity
Obligations and (iii) senior to the rights and claims of all holders of Junior
Capital.
"Junior Capital" means (i) all classes of paid-in capital in relation to
shares (and participation certificates, if any) of the Issuer and (ii) all other
obligations of the Issuer which rank, or are expressed to rank, junior to
claims in respect of the Notes and/or any Parity Obligation;
"Parity Obligations" means (i) all obligations of the Issuer in respect of
CSG Tier 1 Instruments (excluding any such obligations that rank, or are
expressed to rank, junior to claims in respect of the Notes) and (ii) any
other securities or obligations (including any guarantee, credit support
agreement or similar undertaking) of the Issuer that rank, or are expressed
to rank, pari passu with the obligations of the Issuer under the Notes
and/or any other Parity Obligation; and
"Priority Creditors" means creditors of the Issuer whose claims are in
respect of debt and other obligations (including those in respect of bonds,
notes, debentures and guarantees) which are unsubordinated, or which are
subordinated (including, but not limited to, CSG Tier 2 Instruments) and
which do not, or are not expressly stated to, rank pari passu with, or junior
to, the obligations of the Issuer under the Notes and/or any Parity
Obligation.
Following the occurrence of a Contingency Event or a Viability Event and
an announcement that the Issuer is unable to create and issue the Ordinary
Shares so as to fulfil the provisions of Conversion set forth in "Terms and
Conditions of the Notes Conversion", the claims of the Holders will
convert to a monetary claim to participate in the liquidation proceeds of the

9

Issuer with a claim per Note for a sum equal to that which holders of the
number of Ordinary Shares into which such Notes should have been
converted at the then applicable Conversion Price would receive out of the
liquidation proceeds of the Issuer.
Redemption, Substitution
Unless previously redeemed or purchased and cancelled, and provided that
or Variation
a Contingency Event or Viability Event has not occurred on or prior to the
applicable date fixed for redemption and subject to certain conditions as
described herein under "Terms and Conditions of the Notes -- Redemption,
Substitution, Variation and Purchase", the Notes will be redeemable at the
option of the Issuer, in whole but not in part, upon giving not less than 30
nor more than 60 days' notice to Holders notifying the date fixed for
redemption, in the following circumstances:
(i) at their Optional Redemption Amount plus accrued but unpaid interest
thereon, on the First Optional Redemption Date or on any Reset Date
thereafter;
(ii) at their Tax Event Redemption Amount plus accrued but unpaid
interest thereon, if a Tax Event occurs; or
(iii) at their Capital Event Redemption Amount plus accrued but unpaid
interest thereon, if a Capital Event occurs.

If a Tax Event or a Capital Event has occurred and is continuing, the Issuer
may, subject to certain conditions as described herein under "Terms and
Conditions of the Notes -- Redemption, Substitution, Variation and
Purchase", at its option and without any requirement for the consent or
approval of Holders (unless required by the mandatory provisions of Swiss
law), either substitute all (but not some only) of the Notes for, or vary the
terms of the Notes so that the Notes remain or, as appropriate, become,
Compliant Securities (and provided such Tax Event or, as the case may be,
Capital Event, no longer continues following, and no other Tax Event or
Capital Event arises as a result of, such substitution or variation), as more
particularly described in "Terms and Conditions of the Notes --
Redemption, Substitution, Variation and Purchase".

A "Tax Event" will be deemed to have occurred if in making any payments
on the Notes, the Issuer (i) has paid or will or would on the next payment
date be required to pay Additional Amounts or (ii) has paid, or will or would
be required to pay, any additional tax in respect of the Notes, as more fully
described under "Terms and Conditions of the Notes -- Redemption,
Substitution, Variation and Purchase".

A "Capital Event" will be deemed to have occurred if a change in National
Regulations and/or BIS Regulations occurs on or after the Issue Date having
the effect that the entire principal amount of the Notes ceases to be eligible
to be both (i) treated as Additional Tier 1 Capital under BIS Regulations and
(ii) counted towards the Going Concern Requirement.
Conversion
If a Contingency Event or, prior to a Statutory Loss Absorption Date (if
any), Viability Event occurs, and subject to the satisfaction of certain
conditions and the provisions relating to Takeover Events (each as described
in "Terms and Conditions of the Notes Conversion"), the Notes shall be

10