Obligation Swiss Credit 0% ( XS1375961304 ) en USD

Swiss Credit

100 % ▲

Suisse

XS1375961304 ( en USD )

14/03/2019 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse XS1375961304 en USD 0%, échue

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 USD, avec le code ISIN XS1375961304, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2019

BASE PROSPECTUS
DATED 14th AUGUST 2015

CREDIT SUISSE AG
(incorporated with limited liability in Switzerland)
"PARTICIPATION-NOTES"
Programme for the issue of
Underlying-linked Securities
This Prospectus
This document is a base prospectus (the "Base Prospectus") for the issuance of securities (the "Securities") under
the Programme for the issue of Underlying-linked Securities (the "Programme") by Credit Suisse AG ("CS"),
acting through its Nassau Branch (the "Issuer").
This Base Prospectus is prepared for the purposes of Article 5.4 of Directive 2003/71/EC as amended, including by
Directive 2010/73/EU (the "Prospectus Directive") and for the purpose of giving information relating to the Issuer
which is necessary to enable investors (the "Investors") to make an informed assessment of the assets and
liabilities, financial position, profits, losses and prospects of the Issuer, and of the rights attaching to securities
issued under this Base Prospectus.
This Base Prospectus is valid for one year and may be supplemented from time to time by the publication of a
"Supplement" to reflect any significant new factor, material mistake or inaccuracy relating to information included
in this Base Prospectus. It should be read together with (i) any Supplements to it, (ii) any other documents
incorporated by reference into it and (iii) in relation to any particular Securities, the Final Terms (as defined below)
relating to those Securities. This Base Prospectus replaces the Base Prospectus dated 14th August 2014. This Base
Prospectus does not affect any existing securities issued by the Issuer, or any future securities issued by the Issuer
under a different prospectus.
In respect of any series of Securities, this Base Prospectus will be completed by a final terms document containing
economic and other terms specific to that series ("Final Terms").
Securities
This Base Prospectus relates to securities (the "Securities") which:

may have any maturity;

may bear interest at either a fixed rate or a floating rate;

may pay premium on top of the interest payable;

may redeem at maturity or, following the occurrence of certain events or the exercise of an early
redemption option by either the Issuer or the securityholder (the "Securityholder") (if such an option is
provided for in the Final Terms), beforehand;

will redeem at an amount determined by a formula referencing the performance of one or more equity
shares or equity indices (the "Reference Underlyings"); or, if provided for in the Final Terms, by the
delivery by Issuer to Securityholder of a certain number of certain other specified securities in lieu of such
amount; or, if provided for in the relevant Final Terms, at a fixed amount; and
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may pay distribution amounts linked to certain distributions made by the issuers of Reference Underlyings
that are equity shares.
Terms and Conditions
This Prospectus contains, among other things, the legal terms and conditions relating to the Securities, which
include the following:
(a)
general terms that apply to all Securities (referred to as the "General Terms and Conditions of the
Securities", on pages 96 to 137); and
(b)
if the Reference Underlying(s) relating to the Securities is/are equity shares (such Securities, "Equity
Linked Securities"), terms specific to Equity Linked Securities (referred to as "Schedule 1: Provisions
Relating to Equity Linked Securities", on pages 138 to 151); or
(c)
if the Reference Underlying relating to the Securities is an equity index (such Securities, "Index
Linked Securities"), terms specific to Index Linked Securities (referred to as "Schedule 2: Provisions
Relating to Index Linked Securities", on pages 152 to 156).
All the sections of the terms and conditions contained in this Prospectus taken together are referred to as the
"Conditions".
Specific details of a series of Securities, such as amounts, dates, rates and the application (or disapplication) of
certain base conditions will be set out in the applicable Final Terms for those Securities.
Risks
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus, on pages 28 to 57. This Base Prospectus describes all of the principal and material risks of an
investment in the Securities that have been identified by the Issuer.
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IMPORTANT NOTICES
The Issuer may issue Securities through its Nassau Branch on the terms set out in this Base Prospectus and in
the relevant Final Terms. Investors should be aware that certain tax and regulatory consequences may follow
from issuing Securities through the Nassau Branch, including whether payments on the Securities are subject to
withholding tax: see the section headed "Taxation" below. The Nassau Branch is subject to certain Bahamas
regulatory requirements and rules, breach of which may result in regulatory sanction and, possibly, investor
claims. Investors should be aware that a branch is not a subsidiary and does not comprise a separate legal entity
and that, in respect of any Securities issued by CS, obligations under such Securities are those of CS only, and
investors' claims under such Securities are against CS only, notwithstanding the branch through which it will
have issued such Securities.
Approval and passporting for the purposes of the Prospectus Directive
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF")
in its capacity as the Luxembourg competent authority under the Luxembourg Act dated 10th July 2005 on
prospectuses for securities as amended from time to time (the "Luxembourg Prospectus Law"). This Base
Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the
purpose of giving information with regard to Securities to be issued by CS.
The Issuer has requested the CSSF to provide the competent authority, for the purposes of the Prospectus
Directive in Ireland, with a certificate of approval in accordance with Article 18 of the Prospectus Directive
attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive.
The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated
by this Base Prospectus and the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the
Luxembourg Law dated 10th July 2005 on Prospectuses for securities.
Listing and admission to trading
Securities issued by the Issuer may be (a) listed and admitted to trading on a regulated market(s) for the
purposes of Directive 2004/39/EC on Markets in Financial Instruments, (b) listed on a market not regulated for
such purpose, or (c) not listed on any market, in each case as shall be specified in the relevant Final Terms.
Application has also been made to the Luxembourg Stock Exchange for Securities issued under the Programme
to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official
List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). There is no
assurance that the application to the Luxembourg Stock Exchange for the listing of the Securities will be
approved. Admission to the Official List of the Luxembourg Stock Exchange is not to be taken as an indication
of the merits of the Issuer or of the merits of investing in any Securities.
If any Securities are (a) listed or admitted to trading on a regulated market for the purposes of Directive
2004/39/EC on Markets in Financial Instruments or (b) listed on a market not regulated for such purpose, the
Issuer will not be obliged to maintain the listing of the Securities if the Issuer determines, in its sole discretion,
that the circumstances, such as a change in listing requirements, render it impracticable to do so.
Securities may be issued under the Programme which are not listed or admitted to trading, as the case may be,
on the Luxembourg Stock Exchange or any other stock exchange or market or Securities may be issued which
are listed or admitted to trading, as the case may be, on such other stock exchange or markets (such as the Irish
Stock Exchange) as the Issuer may decide.
No investment advice
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus. The Issuer is acting solely in the capacity of an arm's length contractual counterparty and not
as an investor's financial adviser or fiduciary in any transaction. The purchase of Securities involves substantial
risks and an investment in Securities is only suitable for investors who (either alone or in conjunction with an
appropriate financial adviser) fully evaluate the risks and merits of such an investment in the Securities and who

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have sufficient resources to be able to bear any losses that may result therefrom. Therefore, before making an
investment decision, prospective investors of Securities should ensure that they understand the nature of the
Securities and the extent of their exposure to risks and consider carefully, in the light of their own financial
circumstances, financial condition and investment objectives, all the information set forth in this Base
Prospectus and any documents incorporated by reference herein. This Base Prospectus cannot disclose whether
the Securities are a suitable investment in relation to any investor's particular circumstances; therefore investors
may wish to consult their own financial, tax, legal or other advisers as they consider appropriate and carefully
review and consider such an investment decision in the light of the information set forth in this Base Prospectus.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Securities (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any of Credit Suisse (Hong Kong) Limited, Credit Suisse Securities (Europe)
Limited or Credit Suisse Securities (USA) LLC in their capacities as dealers and any other dealers appointed by
the Issuer from time to time (the "Dealers") that any recipient of this Base Prospectus or any other information
supplied in connection with the Programme or any Securities should purchase any Securities. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Securities
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for
or to purchase any Securities.
Reference Underlyings
The applicable Final Terms will contain information relating to one or more Reference Underlyings to which the
relevant Securities relate. Such Final Terms relate only to the Securities offered thereby and do not relate to the
Reference Underlyings or the issuer, owner or sponsor, as the case may be, of such Reference Underlyings. All
disclosures contained in the applicable Final Terms regarding the Reference Underlyings and the issuer, owner
or sponsor, as the case may be, of such Reference Underlyings are derived from publicly available documents
and other publicly available information. None of the Issuer or any of its affiliates has participated in the
preparation of such documents or made any due diligence inquiry with respect to the issuer, owner or sponsor,
as the case may be, of the Reference Underlyings. None of the Issuer or any of its affiliates makes any
representation that such publicly available documents or any other publicly available information regarding the
issuer, owner or sponsor, as the case may be, of the Reference Underlyings are accurate or complete, and are not
responsible for public disclosure of information by such issuer, owner or sponsor, as the case may be, whether
contained in filings with the Securities and Exchange Commission or otherwise. Furthermore, none of the Issuer
or any of its affiliates can give any assurance that all events occurring prior to the date of the applicable Final
Terms, including events that would affect the accuracy or completeness of the public filings of the issuer, owner
or sponsor, as the case may be, of the Reference Underlyings or the market price of the Reference Underlyings,
have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose
material future events concerning the issuer, owner or sponsor, as the case may be, of the Reference
Underlyings could affect the amount you will receive at maturity of the Securities and, therefore, the trading
prices of the Securities. Any prospective purchaser of the Securities should undertake an independent
investigation of the issuer, owner or sponsor, as the case may be, of the Reference Underlyings as, in its
judgment, is appropriate to make an informed decision with respect to an investment in the Securities.
If provided for in the relevant Final Terms, certain Securities may be redeemed by the delivery by the Issuer to
the Securityholder(s) of a certain number of certain other specified securities in lieu of a cash amount
determined by a formula referencing the performance of one or more equity shares or equity indices. In such
cases, the deliverable securities will never be securities issued by the Issuer or any entity in its related group of
companies: the Securities will not therefore be "equity securities" as such term is defined in Article 2 of the
Luxembourg Prospectus Law.
The Issuer and/or any of its affiliates may presently or from time to time engage in business with the issuer,
owner or sponsor, as the case may be, of the Reference Underlyings, including extending loans to, or making
equity investments in, or providing advisory services to such issuer, owner or sponsor, including merger and
acquisition advisory services. In the course of such business, the Issuer and/or any of its affiliates may acquire
non-public information with respect to the issuer, owner or sponsor, as the case may be, of the Reference
Underlyings and, in addition, the Issuer and/or one or more of its affiliates may publish research reports with
respect to such issuer, owner or sponsor.

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Fair treatment of investors
In making discretionary determinations under the Conditions of the Securities, the Issuer may take into account
the impact of a determination on the relevant hedging arrangements. Such determinations could have a material
adverse effect on the value of the Securities and could result in their early redemption.
In order to ensure that its ongoing exposure to the potential payment obligations under the Securities is
appropriately managed, the Issuer (directly or through an affiliate) may (but is not obliged to) enter into hedging
arrangements to cover off some or all of its exposure. The ability to enter into hedging arrangements is typically
a fundamental risk management pre-requisite in enabling the Issuer to create the Securities and impacts the price
at which the Issuer is able to offer the Securities.
Accordingly, in the exercise of its various discretionary determinations under the Terms and Conditions of the
Securities, the relevant Issuer may take into account the impact on its hedging arrangements for the Securities
whether to determine if an event has occurred (e.g. a "Hedging Disruption Event" or "Extraordinary Event" or
other analogous event under the relevant Schedule) or what the consequences of such event should be (e.g.
adjustment to the Conditions of the Securities or early redemption of the Securities).
In making any discretionary determinations under the Conditions of the Securities, the Issuer shall act at all
times in good faith and (unless otherwise specified with regard to the particular determination) in a
commercially reasonable manner. Further, the Issuer shall take into account the effect of such determination on
the Securities and consider whether the fair treatment of Investors is achieved by such determination in
accordance with its regulatory obligations. Nevertheless, for the reasons discussed above, the Issuer may take
into account the impact of the particular event on the relevant hedging arrangements, and any such discretionary
determination could result in the Securities losing some or all of their value and/or early redemption of the
Securities.
Documents incorporated by reference
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see section headed "Documents Incorporated by Reference" below). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
Responsibility statement
The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms. To
the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Base Prospectus and any Final Terms is in accordance with the facts and contains
no omission likely to affect the import of such information.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Securities 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 Programme is correct
as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do
not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to
advise any Investor in the Securities of any information coming to their attention. Investors should review, inter
alia, the most recently published documents incorporated by reference into this Base Prospectus when deciding
whether or not to purchase any Securities.
Consent to use this Base Prospectus
If so specified in the relevant Final Terms in respect of any particular issuance of Securities, the Issuer consents
to the use of this Base Prospectus in connection with the making of an offer of the Securities to the public
requiring the prior publication of a prospectus under the Prospectus Directive (a "Non-exempt Offer") (a) by
the financial intermediary/ies (each, an "Authorised Offeror"), (b) during the offer period, in the relevant
Member State(s) and (c) subject to the relevant conditions, in each case as specified in the relevant Final Terms.
The consent shall be valid in relation to Luxembourg and Ireland, provided that it shall be a condition of such
consent that this Base Prospectus may only be used by the relevant Authorised Offeror(s) to make offers of the

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relevant Securities in the jurisdiction(s) in which the Non-exempt Offer is to take place, as specified in the
relevant Final Terms.
The Issuer may (a) give consent to one or more additional Authorised Offerors after the date of the relevant
Final Terms, (b) discontinue or change the offer period, and/or (c) remove or add conditions and, if it does so,
such information in relation to the relevant Securities will be published on www.bourse.lu. The consent relates
only to offer periods occurring within 12 months from the date of this Base Prospectus.
The Issuer accepts responsibility for the content of this Base Prospectus in relation to any Investor purchasing
Securities pursuant to a Non-exempt Offer where the offer to the Investor is made (a) by an Authorised Offeror
(or the Issuer or any Dealer), (b) in a Member State for which the Issuer has given its consent, (c) during the
offer period for which the consent is given and (d) in compliance with the other conditions attached to the giving
of the consent. However, neither the Issuer nor any Dealer has any responsibility for any of the actions of any
Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules or
other local regulatory requirements or other securities law requirements in relation to such offer.
Other than in accordance with the terms set forth in the paragraph above, the Issuer has not authorised (and
neither has any Dealer) the making of any Non-exempt Offers of the Securities or the use of this Base
Prospectus by any person. No financial intermediary or any other person is permitted to use this Base Prospectus
in connection with any offer of the Securities in any other circumstances. Any such offers are not made on
behalf of the Issuer (or any Dealer) and neither the Issuer nor any Dealer has any responsibility or liability to
any Investor purchasing Securities pursuant to such offer or for the actions of any person making such offer.
Investors intending to purchase Securities from an Authorised Offeror will do so, and such offer and sale
will be made, in accordance with any terms and other arrangements in place between such Authorised
Offeror and the Investor, including as to price and settlement arrangements. The Issuer will not be a
party to any such arrangements and, accordingly, this Base Prospectus does not contain such
information. The terms and conditions of such offer should be provided to the Investor by that
Authorised Offeror at the time the offer is made. Neither the Issuer nor any Dealer has any responsibility
or liability for such information.
No other information
In connection with the issue and sale of the Securities, no person is authorised to give any information or to
make any representation not contained in this Base Prospectus, and the Issuer does not accept responsibility for
any information or representation so given that is not contained within the Base Prospectus.
The distribution of this Base Prospectus is restricted
The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this document comes are required by the Issuer to inform
themselves about, and to observe, such restrictions. For a description of certain restrictions on offers or sales of
the Securities and the distribution of this document and other offering materials relating to the Securities, please
refer to the section headed "Selling Restrictions".
Ratings
CS has, and issues of Securities by CS under the Programme having a maturity of one year or more have, been
rated "A1" by Standard & Poor's Credit Market Services Europe Limited ("S&P"), "A2" by Fitch Ratings Ltd.

Notes on Issuer ratings: The information in these footnotes has been extracted from information made available by each rating agency
referred to below.
1
An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major
rating categories.
2 An 'A' rating indicates high credit quality and denotes expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than
is the case for higher ratings.

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("Fitch") and "A13" by Moody's Investors Service, Inc. ("Moody's Inc"). Each of S&P and Fitch is established
in the European Union and registered under Regulation (EC) No. 1060/2009 as amended by Regulation (EU) No
513/2011 and Regulation (EC) No 462/2013 (the "CRA Regulation") as set out in the list of registered credit
rating agencies published on the website of the European Securities and Markets Authority ("ESMA")
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Moody's Inc is not established in the
European Union and has not applied for registration under the CRA Regulation. In general, and subject to
certain exceptions (including the exception outlined below), European regulated investors are restricted from
using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency
established in the European Union and registered under the CRA Regulation unless the rating is provided by a
credit rating agency operating in the European Union before 7th June 2010 which has submitted an application
for registration in accordance with the CRA Regulation and such registration is not refused.
Subject to the fulfilment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency
established in the European Union and registered in accordance with the CRA Regulation (an "EU CRA") may
endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where
(i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a
credit rating agency or credit rating agencies belonging to the same group (a "non-EU CRA"); and (ii) the EU
CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating
activities by the non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements
which are "at least as stringent as" the requirements of the CRA Regulation. On 15th March 2012, ESMA
announced that it considers the regulatory framework for credit rating agencies in the United States to be "as
stringent as" the requirements of the CRA Regulation. Moody's Investors Service Limited (which has been
registered under the CRA Regulation and appears on the list of registered credit rating agencies on ESMA's web
site http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) currently endorses credit ratings
issued by Moody's Inc for regulatory purposes in the European Union. There can be no assurance that Moody's
Investors Service Limited will continue to endorse credit ratings issued by Moody's Inc.

Securities issued under the Programme may be rated or unrated by any one or more of the rating agencies
referred to above. Where a Tranche of Securities is rated, such rating will be disclosed in the applicable Final
Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating
agency. A security 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.

ISDA Definitions
Where any interest and/or coupon amount payable under the Securities is calculated by reference to an ISDA
Rate (as defined in Condition 3(c)(ii) (Rate of Interest for Floating Rate Securities) below), investors should
consult the Issuer if they require an explanation of such ISDA Rate.

Alternative Investment Fund Managers Directive
The Issuer is of the opinion that the requirements of the Luxembourg Law of 12th July 2013, implementing the
Alternative Investment Fund Managers Directive (Directive 2011/61/EU), do not apply to the Securities.

Transfer and selling restrictions
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Securities may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed,

3 Obligations rated 'A' are considered upper-medium grade and are subject to low credit risk. Note: Moody's appends numerical modifiers
1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

7

or that any Securities 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 Dealers which would permit a public offering of any Securities or distribution of this document in
any jurisdiction where action for that purpose is required. Accordingly, no Securities may be offered or sold,
directly or indirectly, and neither this Base 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 Base Prospectus or any Securities may
come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Securities. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Securities in, the Dubai International Financial Centre, Egypt, the
European Economic Area, Hong Kong Special Administrative Region ("Hong Kong"), Republic of India
("India"), Republic of Indonesia ("Indonesia"), Korea, Kuwait, Malaysia, Pakistan, the People's Republic of
China (excluding Hong Kong, Macau and Taiwan) ("PRC"), Qatar, the Qatar Financial Centre, Russia,
Kingdom of Saudi Arabia ("Saudi Arabia"), Singapore, Switzerland, Republic of China ("Taiwan"), the
United Arab Emirates, the United Kingdom, the United States of America and Vietnam, see section of the Base
Prospectus below entitled "Transfer and Selling Restrictions".
There is no specific category of potential investors to which the Securities may be offered. Instead, the investors
to which any Non-exempt Offer is made are all those investors to which that Non-exempt Offer is made by a
Dealer or an Authorised Offeror.

PROSPECTIVE PURCHASERS OF THE SECURITIES SHOULD ENSURE THAT THEY UNDERSTAND
THE NATURE OF THE SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO RISK AND THAT
THEY CONSIDER THE SUITABILITY OF THE SECURITIES AS AN INVESTMENT IN THE LIGHT OF
THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. PROSPECTIVE PURCHASERS
SHOULD CONDUCT THEIR OWN INVESTIGATIONS AND, IN DECIDING WHETHER OR NOT TO
PURCHASE SECURITIES, SHOULD FORM THEIR OWN VIEWS OF THE MERITS OF AN
INVESTMENT RELATED TO ANY REFERENCE UNDERLYING BASED UPON SUCH
INVESTIGATIONS AND NOT IN RELIANCE UPON ANY INFORMATION GIVEN IN THIS
DOCUMENT.

PROSPECTIVE PURCHASERS OF THE SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS
AND REGULATIONS IN FORCE IN EACH JURISDICTION IN WHICH THEY PURCHASE, OFFER OR
SELL SUCH SECURITIES OR POSSESS OR DISTRIBUTE THIS BASE PROSPECTUS AND MUST
OBTAIN OR COMPLY WITH ANY CONSENT, APPROVAL, PERMISSION OR REPORTING REQUESTS
REQUIRED OF THEM FOR THE PURCHASE, OFFER OR SALE BY THEM OF SUCH SECURITIES
UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTIONS TO WHICH THEY ARE
SUBJECT OR IN WHICH THEY MAKE SUCH PURCHASES, OFFERS OR SALES AND NEITHER THE
ISSUER NOR ANY OF ITS AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE SECURITIES.
U.S. INFORMATION

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO
CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD 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")).

THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S OF THE SECURITIES ACT AND WITHIN THE UNITED
STATES TO "QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT
SELLERS OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF

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THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF
SECURITIES AND DISTRIBUTION OF THIS BASE PROSPECTUS SEE "TRANSFER AND SELLING
RESTRICTIONS".

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE
ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION

The Issuer has agreed that, for so long as any Securities are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer will, during any period in which it is neither subject to Section 13
or 15(d) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act") nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any
prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be provided by
Rule 144A(d)(4) under the Securities Act.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Base Prospectus contains or incorporates by reference statements that constitute forward-looking
statements within the meaning of the Securities Litigation Reform Act of 1995 and Section 21E of the Exchange
Act. In addition, in the future, the Issuer, and others on its behalf, may make statements that constitute forward-
looking statements. All statements other than statements of historical facts included in this Base Prospectus are
forward-looking statements. Such forward-looking statements may include, without limitation, statements
relating to the plans, objectives or goals of the Issuer and its related group of companies (the "Group"); the
Group's future economic performance or prospects; the potential effect on the Group's future performance of
certain contingencies; and assumptions underlying any such statements.

Words such as "believes", "anticipates", "expects", "intends" and "plans" and similar expressions are intended
to identify forward-looking statements but are not the exclusive means of identifying such statements. The
Issuer does not intend to update these forward-looking statements except as may be required by applicable
securities laws.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and
specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in
forward-looking statements will not be achieved. A number of important factors could cause results to differ
materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking

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statements. These factors include: (i) the ability to maintain sufficient liquidity and access capital markets; (ii)
market volatility and interest rate fluctuations and developments affecting interest rate levels; (iii) the strength of
the global economy in general and the strength of the economies of the countries in which the Group conducts
operations, in particular the risk of continued slow economic recovery or downturn in the U.S. or other
developed countries in 2015 and beyond; (iv) the direct and indirect impacts of deterioration or slow recovery in
residential and commercial real estate markets; (v) adverse rating actions by credit rating agencies in respect of
the Group, sovereign issuers, structured credit products or other credit-related exposures; (vi) the Group's ability
to achieve its strategic objectives, including improved performance, reduced risks, lower costs and more
efficient use of capital; (vii) the ability of counterparties to meet their obligations to the Group; (viii) the effects
of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations; (ix) political and social
developments, including war, civil unrest or terrorist activity; (x) the possibility of foreign exchange controls,
expropriation, nationalisation or confiscation of assets in countries in which the Group conducts operations; (xi)
operational factors such as systems failure, human error, or the failure to implement procedures properly; (xii)
actions taken by regulators with respect to the Group's business and practices and possible resulting changes to
our business organisation, practices and policies in countries in which the Group conducts operations; (xiii) the
effects of changes in laws, regulations or accounting policies or practices in countries in which the Group
conducts its operations; (xiv) competition or changes in our competitive position in geographic and business
areas in which the Group conducts operations; (xv) the ability to retain and recruit qualified personnel; (xvi) the
ability to maintain the Group's reputation and promote the Group's brands; (xvii) the ability to increase market
share and control expenses; (xviii) technological changes; (xix) the timely development and acceptance of the
Group's new products and services and the perceived overall value of these products and services by users; (xx)
acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the
ability to sell non-core assets; (xxi) the adverse resolution of litigation, regulatory proceedings and other
contingencies; (xxii) the ability to achieve the Group's cost efficiency goals and cost targets; and (xxiii) the
Group's success at managing the risks involved in the foregoing.

The foregoing list of important factors is not exclusive. These forward-looking statements speak only to the date
of this Base Prospectus. The Issuer expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer's or
the Group's expectations with regard thereto or any change in circumstances on which any such statement is
based.

When evaluating forward-looking statements, investors should carefully consider the foregoing factors and other
uncertainties and events, as well as the other risks identified in this Base Prospectus.
General

In this Base Prospectus references to "Swiss francs", "SFR", "Sfr", and "CHF" are to the lawful currency for
the time being of Switzerland. In addition, all references to "euro" and "" refer to the lawful single currency of
the member states of the European Union that have adopted and continue to retain a common single currency
through monetary union in accordance with European Union treaty law (as amended from time to time) and all
references to "U.S. dollars", "USD", "U.S.$" and "US$" are to the lawful currency for the time being of the
United States. References to a "Member State" are references to a Member State of the European Economic
Area.

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