Obligation Swiss Credit 0% ( XS2176687270 ) en EUR

Swiss Credit

100 % ▼

Suisse

XS2176687270 ( en EUR )

18/05/2022 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse XS2176687270 en EUR 0%, échue

100 000 EUR

1 500 000 000 EUR

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 Credit Suisse (XS2176687270), émise en Suisse pour un montant total de 1 500 000 000 EUR, avec un prix actuel au marché de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 100 000 EUR, une maturité au 18/05/2022 et une fréquence de paiement de 1, est arrivée à échéance et a été remboursée.

BASE PROSPECTUS

Credit Suisse AG
(incorporated with limited liability in Switzerland)
and
Credit Suisse Group AG
(incorporated with limited liability in Switzerland)
Euro Medium Term Note Programme
________________________________
Under this Euro Medium Term Note Programme (the Programme), each of Credit Suisse AG, acting through its
Zurich head office or a designated branch (CS) and Credit Suisse Group AG (CSG and, together with CS, the Issuers and
each an Issuer) may from time to time issue notes (in the case of notes issued by CS, the CS Notes and, in the case of notes
issued by CSG, the HoldCo Notes, and the HoldCo Notes, together with the CS Notes, the Notes) denominated in any
currency agreed between the Issuer of such Notes (the relevant Issuer) and the relevant Dealer (as defined below).
Notes may be issued, (i) in the case of CS Notes, in bearer, registered or uncertificated form (respectively Bearer CS
Notes, Registered CS Notes and Uncertificated CS Notes), or (ii) in the case of HoldCo Notes, in uncertificated form.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of
the Programme" and any additional Dealer appointed under the Programme from time to time by CSG or CS (each a Dealer
and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base
Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than
one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see
`'Risk Factors'' below.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as
competent authority under the Luxembourg Act dated 10th July 2005 (the Luxembourg Act) on prospectuses for securities to
approve this document as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness
of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuers in accordance with Article
7(7) of the Luxembourg Act dated 10th July 2005 on prospectuses for securities.
Application has also been made to the Luxembourg Stock Exchange for Notes 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. References in this Base Prospectus to Notes being listed (and all related references) shall
mean that, unless otherwise specified in the applicable Final Terms, such Notes have been admitted to trading on the
Luxembourg Stock Exchange's Regulated Market and have been 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 2014/65/EU) (as amended, MiFID II). In addition, application has been made to SIX
Exchange Regulation AG (SIX Exchange Regulation) to register the Programme as an issuance programme for the
listing of debt securities on the SIX Swiss Exchange. The CSSF is not the competent authority to approve this
document in relation to (i) the Swiss Global CS Notes and the Uncertificated CS Notes (as defined herein); and (ii) any
Notes listed or admitted to trading, as the case may be, on any market or stock exchange other than the Luxembourg
Stock Exchange's Regulated Market and the Official List of the Luxembourg Stock Exchange. Notice of the aggregate
principal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information
which is applicable to each Tranche (as defined, in relation to CS Notes, under "Terms and Conditions of the Notes issued by
Credit Suisse AG" (the CS Terms and Conditions) and, in relation to HoldCo Notes under "Terms and Conditions of the Notes
issued by Credit Suisse Group AG" (the HoldCo Terms and Conditions and, together with the CS Terms and Conditions, the
Terms and Conditions)) of Notes will be set out in the final terms (the Final Terms) which, with respect to Notes to be
admitted to trading on the Luxembourg Stock Exchange's Regulated Market and listed on the Official List of the Luxembourg
Stock Exchange, will be filed with the CSSF or, in respect of Notes to be listed on the SIX Swiss Exchange, will be filed with
SIX Exchange Regulation. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also
be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on the Luxembourg
Stock Exchange, the SIX Swiss Exchange or on such other or further stock exchanges or markets as may be agreed between
the relevant Issuer and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on
any market.
CS has an issuer credit rating of A+ from S&P Global Ratings Europe Limited (S&P), a long-term issuer default rating
of A from Fitch Ratings Limited (Fitch) and an issuer credit rating of A1 from Moody's Deutschland GmbH (Moody's). CSG has
an issuer credit rating of BBB+ from S&P, a long-term issuer default rating of A- from Fitch and a senior unsecured rating of
Baa2 from Moody's. With respect to Notes issued by CS having a maturity of one year or more, the Programme has been rated
A+ by S&P, A by Fitch and A1 by Moody's. With respect to Notes issued by CSG having a maturity of one year or more, the
Programme has been rated BBB+ by S&P, A- by Fitch and Baa2 by Moody's.
Each of S&P, Fitch and Moody's is established in the European Union (the EU) and registered under Regulation (EC)
No. 1060/2009 (as amended) (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 EU and registered under the CRA Regulation unless the rating

1

is provided by a credit rating agency operating in the EU before 7th June 2010 which has submitted an application for
registration in accordance with the CRA Regulation and such registration is not refused.
As such, each of S&P, Fitch and Moody's is included in the list of credit rating agencies published by the European
Securities and Markets Authority (ESMA) on its website (at www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation.
Notes 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 Notes 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.
Amounts payable under the Notes may be calculated by reference to certain reference rates, which may constitute
"benchmarks" under Regulation (EU) 2016/1011 (the Benchmarks Regulation). If any such reference rate does constitute
such a benchmark, the applicable Final Terms will, in the case of Notes to be admitted to trading on the Luxembourg Stock
Exchange's Regulated Market and listed on the Official List of the Luxembourg Stock Exchange, indicate whether or not the
relevant administrator thereof is included in the register of administrators and benchmarks established and maintained by
ESMA pursuant to Article 36 of the Benchmarks Regulation. Not every reference rate will fall within the scope of the
Benchmarks Regulation. Furthermore transitional provisions in the Benchmarks Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of
the applicable Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuers do not intend to update any Final Terms to reflect any change in
the registration status of an administrator. As at the date of this Base Prospectus: (i) ICE Benchmark Administration Limited
(the administrator of LIBOR) is included in the register of administrators and benchmarks; and (ii) the European Money Markets
Institute (the administrator of EURIBOR), ABS Benchmarks Administration Co Pte Ltd (the administrator of SIBOR), ASX
Limited (the administrator of BBSW), Thomson Reuters (the administrator of CDOR), The Hong Kong Treasury Markets
Association (the administrator of CNH HIBOR and HIBOR), New Zealand Financial Markets Association (the administrator of
BKBM), Swedish Bankers' Association (the administrator of STIBOR), Norske Finansielle Referanser AS (the administrator of
NIBOR) and The Bank of England (the administrator of SONIA) are not included in such register and, as far as the Issuers are
aware, (i) under Article 2 of the Benchmarks Regulation, the Bank of England (the administrator of SONIA), is not required to
obtain authorisation or registration, and (ii) the transitional provisions in Article 51 of the Benchmarks Regulation apply, such
that none of the other administrators are currently required to obtain authorisation or registration (or, if located outside the EU,
recognition, endorsement or equivalence).

Credit Suisse
The date of this Base Prospectus is 24th May 2019.

2

This Base Prospectus comprises a base prospectus in relation to each Issuer for the purposes of
Article 5.4 of the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC (as amended or
superseded), and includes any relevant implementing measure in a relevant Member State of the
European Economic Area (the EEA).
The Issuers accept responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the
Issuers (each having taken all reasonable care to ensure that such is the case) the information contained
in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Copies of Final Terms will be available from the registered office of the relevant Issuer and the
specified office set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated by reference and form
part of this Base Prospectus.
Investors should consult the Issuers should they wish to obtain further information in respect of
the operation of any provision in the relevant Terms and Conditions that references the 2006 ISDA
Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended
and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series).
The Dealers have not verified the information contained herein. Additionally, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Dealers as to the accuracy or completeness of the information contained or incorporated by reference in
this Base Prospectus or any other information provided by the Issuers in connection with the Programme.
No Dealer accepts any liability in relation to the information contained or incorporated by reference in
this Base Prospectus or any other information provided by the Issuers in connection with the Programme.
No person is or has been authorised by the Issuers to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuers or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuers or any of the Dealers that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or any 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 Issuers. Neither this Base Prospectus nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf
of the Issuers or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuers 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 Issuers
during the life of the Programme or to advise any investor in the Notes of any information coming to their
attention.
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the Securities Act) and the Notes in bearer form are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (see the "Subscription and Sale" section).

3

IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", such Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II); or (ii) a customer
within the meaning of Directive 2002/92/EC, as amended or superseded, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling such Notes or
otherwise making them available to any retail investors in the EEA will have been or will be prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes may
include a legend entitled "MiFID II product governance" which will outline the target market assessment
in respect of such Notes and which channels for distribution of such Notes are appropriate. Any person
subsequently offering, selling or recommending such Notes (a distributor) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of such Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels. A determination will be made in
relation to each issue about whether, for the purpose of the Product Governance rules under EU
Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any such
Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289
Of Singapore) In connection with Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore (as amended, the SFA) and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the CMP Regulations 2018), unless otherwise specified before an offer of Notes, the
relevant Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of
the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the MAS)
Notice SFA 04-N12: Notice on the Sale of Investment Products and the MAS Notice FAAN16: Notice on
Recommendations on Investment Products).
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has 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 Base Prospectus or any applicable supplement;
(ii)
has 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)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the currency in which such potential investor's financial activities are principally denominated;
(iv)
understands thoroughly the terms of the Notes, such as, in the case of HoldCo Notes, the
circumstances under which the Swiss Resolution Authority will have power to write-down and
cancel the Notes or require the conversion of the Notes into equity of CSG and/or defer payments
on the Notes, the acknowledgement of such power and consent to its exercise by Noteholders
(including beneficial owners) and the effect of the condition of CSG on the Notes;
(v)
understands thoroughly that certain events do not constitute events of default under the Notes;
and

4

(vi)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers (a) to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes, and (b) in the case of
HoldCo Notes, to assess the circumstances under which the Swiss Resolution Authority will have the
power to write-down and cancel the Notes and/or require the conversion of the Notes into equity of CSG
and/or defer payments on the Notes, the acknowledgement of such power and consent to its exercise by
Noteholders (including beneficial owners) and the effect of the condition of CSG on the Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
In this Base Prospectus, all references to U.S. dollars, USD and U.S.$ refer to United States dollars, all
references to CHF refer to Swiss francs and all references to Renminbi and RMB are to the lawful currency of
People's Republic of China (the PRC) which for the purposes of this Base Prospectus excludes the Hong Kong
Special Administrative Region of the PRC, the Macao Special Administrative Region of the PRC and the
Republic of China (Taiwan).
References in this Base Prospectus to Agent shall mean (i) in the context of all CS Notes except CS
Notes represented on issue by a Swiss Global CS Note and Uncertificated CS Notes, BNP Paribas Securities
Services, Luxembourg Branch and (ii) in the context of all CS Notes represented on issue by a Swiss Global CS
Note and Uncertificated CS Notes and all HoldCo Notes, Credit Suisse AG.
____________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final
Terms 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, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer
of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment
of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.

5

TABLE OF CONTENTS

Page
Page
Summary of the Programme in relation to the
Final Terms .......................................................... 97
Notes other than Notes listed on the SIX Swiss
Terms and Conditions of the Notes Issued by
Exchange ............................................................... 7
Credit Suisse AG................................................ 118
Risk Factors ......................................................... 25
Terms and Conditions of the Notes Issued by
Important Information Relating to Non-Exempt
Credit Suisse Group AG .................................... 147
Offers of Notes .................................................... 53
Credit Suisse Group AG and Credit Suisse AG . 174
General Description of the Programme ............... 59
Taxation ............................................................. 209
Documents Incorporated by Reference ................ 64
Subscription and Sale ......................................... 216
Form of the Notes ................................................ 69
General Information ........................................... 221
Final Terms .......................................................... 75

6

SUMMARY OF THE PROGRAMME IN RELATION TO THE NOTES OTHER THAN NOTES
LISTED ON THE SIX SWISS EXCHANGE
Summaries are made up of disclosure requirements known as `Elements'. These Elements are
numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included
in a summary for these type of securities and Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may
be required to be inserted in the summary because of the type of securities and Issuer, it is possible that
no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of `Not Applicable'. Where information is not
included in the body of a prospectus in relation to a particular Element, a reference to `not applicable'
should appear followed by a short description of the disclosure requirement.
Section A Introduction and warnings

Element
Title

A.1
Introduction and warnings
This Summary should be read as an introduction to the Base
Prospectus. Any decision to invest in the securities should be
based on a consideration of this Base Prospectus as a whole.
Where a claim relating to information contained in the Base
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States, have
to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated. Civil liability attaches only to
those persons who have tabled the summary including any
translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other
parts of this Base Prospectus or it does not provide, when read
together with the other parts of this Base Prospectus, key
information in order to aid investors when considering whether
to invest in such securities.
A.2
Consent
to
use
the Certain Tranches of Notes with a denomination of less than
Prospectus for subsequent 100,000 (or its equivalent in any other currency) may be offered in
resale or final placement circumstances where there is no exemption from the obligation
by financial intermediaries
under the Prospectus Directive to publish a prospectus. Any such
offer is referred to as a Non-exempt Offer.1
Consent: Subject to the conditions set out below, the Issuer consents
to the use of this Base Prospectus in connection with an offer of
Notes with a denomination of less than 100,000 (or its equivalent
in any other currency) in circumstances where there is no exemption
from the obligation under the Prospectus Directive to publish a
prospectus (such offer being referred to as a Non-exempt Offer) by
the Managers[, [,] [and] [each financial intermediary whose name is
published on the website of CS and CSG (www.credit-suisse.com)
and identified as an Authorised Offeror in respect of the relevant
Non-exempt Offer] [and any financial intermediary which is
authorised to make such offers under applicable legislation
implementing the Markets in Financial Instruments Directive
(Directive 2014/65/EU) and publishes on its website the following
statement (with the information in square brackets being duly
completed):

"We, [insert legal name of financial intermediary], refer to the offer
of [insert title of relevant Notes] (the Notes) described in the Final
Terms dated [insert date] (the Final Terms) published by [insert

1 Delete this paragraph when preparing an issue specific summary.

7

Element
Title

name of relevant Issuer] (the Issuer). In consideration of the Issuer
offering to grant its consent to our use of the Base Prospectus (as
defined in the Final Terms) in connection with the offer of the Notes
in [[the United Kingdom] [and] [the Netherlands] [and] [Ireland]
[and] [Luxembourg]] during the Offer Period and subject to the
other conditions to such consent, each as specified in the Base
Prospectus, we hereby accept the offer by the Issuer in accordance
with the Authorised Offeror Terms (as specified in the Base
Prospectus) and confirm that we are using the Base Prospectus
accordingly."]

Offer period: The consent of the Issuer referred to above is given
for Non-exempt Offers of Notes during [offer period for the issue to
be specified here] (the Offer Period).

Conditions to consent: The conditions to the consent of the Issuer
[(in addition to the conditions referred to above)] are that such
consent (a) is only valid during the Offer Period; and (b) only
extends to the use of this Base Prospectus to make Non-exempt
Offers of the relevant Tranche of Notes in [[the United Kingdom]
[and] [the Netherlands] [and] [Ireland] [and] [Luxembourg]].

AN
INVESTOR
INTENDING
TO
PURCHASE
OR
PURCHASING ANY NOTES IN A NON-EXEMPT OFFER
FROM AN AUTHORISED OFFEROR WILL DO SO, AND
OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR
BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE OFFER IN PLACE BETWEEN SUCH AUTHORISED
OFFEROR
AND
SUCH
INVESTOR
INCLUDING
ARRANGEMENTS
IN
RELATION
TO
PRICE,
ALLOCATIONS, EXPENSES AND SETTLEMENT. THE
TERMS AND CONDITIONS WILL BE PROVIDED BY THE
AUTHORISED OFFEROR AT THE TIME OF SUCH
OFFER.]

Section B Issuer

Element
Title

B.1
Legal
and
commercial [Credit Suisse AG (CS), acting through its [Zurich head
name of the Issuer
office][specify designated branch]]

[Credit Suisse Group AG (CSG).]
The commercial name of [CS/CSG] is "Credit Suisse".
B.2
Domicile/
legal
form/ [CS is incorporated under Swiss law as a corporation
legislation/
country
of (Aktiengesellschaft) in Zurich, Switzerland and operates under Swiss
incorporation
law.]

[CSG is incorporated under Swiss law as a corporation
(Aktiengesellschaft) in Zurich, Switzerland and operates under Swiss
law.]
B.4b
Trend information
Not Applicable - There are no known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material
effect on the prospects of the Issuer for its current financial year.

8

Element
Title

B.5
Description of the Group
[Credit Suisse Group AG (CSG) is a global financial services
company and is the parent company of the CSG group consisting of
CSG and its consolidated subsidiaries (together, the Group).]
[CS is a Swiss bank and a wholly owned subsidiary of Credit Suisse
Group AG (CSG), a global financial services company.]
B.9
Profit forecast or estimate
Not Applicable No profit forecasts or estimates have been made.
B.10
Audit report qualifications
Not Applicable No qualifications are contained in any audit or
review report.
B.12
[Selected historical key financial information of CS:

The tables below set out summary information relating to CS which is derived from the audited
consolidated balance sheets of CS as of 31st December 2018 and 2017, and the related audited
consolidated statements of operations of CS for each of the years in the three-year period ended
31st December 2018, and the unaudited condensed consolidated balance sheet of CS as of 31st
March 2019, and the unaudited condensed consolidated statements of operations for the three-
month periods ended 31st March 2019 and 2018.

CS consolidated statements of operations

Year ended 31st December (CHF million)
2018
2017
2016

Net revenues ................................................................
20,820
20,965
20,393

Provision for credit losses ................................................
245
210
252

Total operating expenses .................................................
17,719
19,202
22,630

Income/(loss) before taxes ...............................................
2,856
1,553
(2,489)

Income tax expense ..........................................................
1,134
2,781
400

Net income/(loss) ..............................................................
1,722
(1,228)
(2,889)
Net income/(loss) attributable to noncontrolling

interests .............................................................................
(7)
27
(6)

Net income/(loss) attributable to shareholders ..............
1,729
(1,255)
(2,883)

Three-month period ended 31st March (CHF

million)
2019
2018

Net revenues .....................................................................
5,435
5,585

Provision for credit losses ................................................
81
48

Total operating expenses .................................................
4,363
4,627

Income before taxes .........................................................
991
910

Income tax expense ..........................................................
362
299

Net income ........................................................................
629
611
Net income attributable to noncontrolling

interests .............................................................................
3
0

Net income attributable to shareholders ........................
626
611

9

Element
Title

CS consolidated balance sheets
31st December
31st December

As of
31st March 2019
2018
2017

(CHF million)

Total assets ................................................................
796,388
772,069
798,372

Total liabilities ................................................................
750,101
726,075
754,822

Total shareholders' equity ................................
45,570
45,296
42,670

Noncontrolling interests ................................
717
698
880

Total equity ................................................................
46,287
45,994
43,550

Total liabilities and equity ................................ 796,388
772,069
798,372

CS statements of no significant or material adverse change

There has been no significant change in the financial position of CS since 31st March 2019 and
there has been no material adverse change in the prospects of CS since 31st December 2018.]

[Selected historical key financial information of CSG:
The tables below set out summary information derived from the audited consolidated balance
sheets of CSG as of 31st December 2018 and 2017, and the related audited consolidated statements
of operations of CSG for each of the years in the three-year period ended 31st December 2018 and
the unaudited condensed consolidated balance sheet of CSG as of 31st March 2019, and the
unaudited condensed consolidated statements of operations for the three-month periods ended 31st
March 2019 and 2018.

CSG consolidated statements of operations

Year ended 31st December (CHF million)
2018
2017
2016

Net revenues ....................................................................
20,920
20,900
20,323

Provision for credit losses ................................................
245
210
252

Total operating expenses .................................................
17,303
18,897
22,337

Income/(loss) before taxes ...............................................
3,372
1,793
(2,266)

Income tax expense ..........................................................
1,361
2,741
441

Net income/(loss) ..............................................................
2,011
(948)
(2,707)
Net income/(loss) attributable to noncontrolling

interests .............................................................................
(13)
35
3

Net income/(loss) attributable to shareholders ..............
2,024
(983)
(2,710)

Three-month period ended 31st March (CHF

million)
2019
2018

Net revenues .......................................................................
5,387
5,636

Provision for credit losses ..................................................
81
48

10