Bond UBSG 2.75% ( CH0330938876 ) in GBP

UBSG

99.57 % ▲

Switzerland

CH0330938876 ( in GBP )

2.75% per year ( payment 1 time a year)

08/08/2025 - Bond has expired

Prospectus brochure of the bond UBS Group CH0330938876 in GBP 2.75%, expired

UBS Group AG is a global financial services firm offering investment banking, wealth management, and asset management services to individuals, corporations, and institutions worldwide.

The Bond issued by UBSG ( Switzerland ) , in GBP, with the ISIN code CH0330938876, pays a coupon of 2.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/08/2025

EXECUTION VERSION
BASE PROSPECTUS

Credit Suisse AG
(incorporated with limited liability in Switzerland)
Euro Medium Term Note Programme
________________________________
Under this Euro Medium Term Note Programme (the Programme), Credit Suisse AG, acting through its Zurich head
office or its London, Tokyo, Singapore, Guernsey, Sydney or New York branch (each such branch, a Designated Branch) (CS
or the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the
relevant Dealer (as defined below).
Notes may be issued in bearer, registered or uncertificated form (respectively Bearer Notes, Registered Notes and
Uncertificated Notes).
The Notes may be issued on a continuing basis to Credit Suisse International (the Arranger and initial Dealer) and/or
any additional Dealer appointed under the Programme or in respect of any issue of Notes from time to time by CS (together with
the Arranger, 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 (the 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.
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the
Notes. Investors should make their own assessment as to the suitability of investing in the Notes. 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 Issuer in accordance with Article 6(4) of the Luxembourg Law on Prospectuses for Securities dated 16th July
2019.
Application has 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 (as defined below), 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). The CSSF is not the competent authority to approve
this document in relation to (i) Swiss Notes (as defined herein), or (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.
This Base Prospectus (as supplemented at the relevant time, if applicable) is valid for 12 months from its date in relation
to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). The obligation to
supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be
admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where
an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
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 under "Terms and Conditions of the Notes" (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. 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 and/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 Issuer and the relevant Dealer. The Issuer 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 rating of A1 from Moody's Investors Service Ltd. (Moody's). With respect to
Notes 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.
S&P is established in the EEA and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). Fitch and Moody's are established in the United Kingdom (the UK) and are registered in accordance with Regulation
(EC) No. 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (the
UK CRA Regulation).
In general, EEA 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 EEA and registered under the CRA Regulation. This general
restriction will also apply in the case of credit ratings issued by third country non-EEA credit rating agencies, unless an exception

1

applies, including the relevant credit ratings having been endorsed by an EEA-registered credit rating agency. Investors regulated
in the UK are subject to similar restrictions under the UK CRA Regulation.
The ratings issued by Fitch are endorsed by Fitch Ratings Ireland Limited (Fitch Ireland) and the ratings issued by
Moody's are endorsed by Moody's Deutschland GmbH (Moody's Germany). Fitch Ireland and Moody's Germany are established
in the EEA and are registered under the CRA Regulation. As such, each of S&P, Moody's Germany and Fitch Ireland 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.
The ratings issued by S&P are endorsed by S&P Global Ratings UK Limited (S&P UK). S&P UK is established in the
UK and is registered in accordance with the UK CRA Regulation. As such, the ratings issued by S&P may be used for regulatory
purposes in the UK in accordance with the UK 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 EU 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 EU Benchmarks Regulation (the EU Benchmarks Register). Not every reference rate will fall within
the scope of the EU Benchmarks Regulation. Furthermore transitional provisions in the EU Benchmarks Regulation may have
the result that the administrator of a particular benchmark is not required to appear in EU Benchmarks Register at the date of the
applicable Final Terms. The registration status of any administrator under the EU Benchmarks Regulation is a matter of public
record and the Issuer does not intend to update any Final Terms to reflect any change in the EU registration status of an
administrator. As at the date of this Base Prospectus: (a) European Money Markets Institute (the administrator of EURIBOR) and
SIX Index AG (the administrator of SARON) are included in the EU Benchmarks Register; and (b) 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), The Bank of England (the administrator of SONIA),
the Federal Reserve Bank of New York (the FRBNY) (the administrator of SOFR) and the Monetary Authority of Singapore (the
MAS) (the administrator of SORA) are not included in the EU Benchmarks Register and, as far as the Issuer is aware, (i) under
Article 2 of the EU Benchmarks Regulation, The Bank of England (the administrator of SONIA), the Federal Reserve of New York
(the administrator of SOFR) and the MAS (the administrator of SORA), are not required to obtain authorisation or registration,
and (ii) the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that none of the other administrators
that has not obtained such authorisation or registration are currently required to obtain such authorisation or registration in the
European Union (the EU) (or, if located outside the EU, recognition, endorsement or equivalence).

Credit Suisse
The date of this Base Prospectus is 20th May 2022.

2

This Base Prospectus comprises a base prospectus in relation to the Issuer for the purposes of
Article 8 of the Prospectus Regulation.
The Issuer accepts 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
Issuer 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 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.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base Prospectus
refers does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Investors should consult the Issuer should they wish to obtain further information in respect of the
operation of any provision in the 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 Notes of the relevant Series), or the latest version of the 2021 ISDA
Interest Rate Derivatives Definitions (as published by ISDA (as defined below) as at the Issue Date of the
first Tranche of Notes of the relevant Series) as specified in the applicable Final Terms.
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 Issuer 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 Issuer in connection with the Programme.
No person is or has been authorised by the Issuer 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 Issuer 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 Issuer 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
Issuer. 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 Issuer 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 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 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 of
America (the U.S. or 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 (EU) 2016/97, 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 Regulation.
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 such Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the UK
Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the
EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK 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 / target market" 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.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the
target market assessment; however, a distributor subject to the UK Financial Conduct Authority (the FCA)
Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance
Rules) is responsible for undertaking its own target market assessment in respect of the 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 UK MiFIR
Product Governance Rules, any Dealer subscribing for any 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 UK MiFIR Product Governance Rules.
This Base Prospectus has been prepared on the basis that any Notes with a minimum denomination
of less than 100,000 (or equivalent in another currency) will (i) only be admitted to trading on an EEA
regulated market (as defined in MiFID II), or a specific segment of an EEA regulated market, to which
only qualified investors (as defined in the Prospectus Regulation) can have access (in which case such Notes
shall not be offered or sold to non-qualified investors) or (ii) only be offered to the public in an EEA Member
State pursuant to an exemption under Article 1(4) of the Prospectus Regulation (including any Swiss Notes).

4

Furthermore, this Base Prospectus has been prepared on the basis that any Notes with a minimum
denomination of less than 100,000 (or equivalent in another currency) will with respect to the UK only be
offered to the public pursuant to an exemption under section 86 of the FSMA.
Singapore Product Classification pursuant to Section 309B of the Securities and Futures Act 2001
(2020 Revised Edition) of Singapore, as amended or modified from time to time In connection with Section
309B of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as amended or modified
from time to time, the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore (the CMP Regulations 2018), the applicable Final Terms in respect of any Notes may include
a legend entitled "Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020
Revised Edition) of Singapore" which will state the product classification of the Notes pursuant to section
309B(1) of the SFA. The Issuer will make a determination in relation to each issue about the classification
of the Notes being offered for purposes of section 309B(1)(a) of the SFA. Any such legend included on the
applicable Final Terms will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the
SFA. Unless otherwise stated in the applicable Final Terms, all Notes shall be prescribed capital markets
products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and in the MAS Notice FAA-N16:
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;
(v)
understands thoroughly that certain events do not constitute events of default under the
Notes; and
(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 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. 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, all references to and euro refer to the currency introduced at the start
of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the EU,
as amended 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.
References in this Base Prospectus to Agent shall mean (i) in the context of all Notes except Swiss Notes,
BNP Paribas Securities Services, Luxembourg Branch and (ii) in the context of all Swiss Notes, Credit Suisse
AG.

5

____________________________
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.

6

TABLE OF CONTENTS

Page
Page
General Description of the Programme ................ 8
Terms and Conditions of the Notes ...................... 81
Risk Factors ........................................................ 12
Use of Proceeds ................................................. 129
Forward-Looking Statements .............................. 45
Credit Suisse AG................................................ 130
Documents Incorporated by Reference ................ 48
Taxation ............................................................. 155
Form of the Notes ................................................ 55
Subscription and Sale ......................................... 170
Form of Final Terms ............................................ 60
General Information ........................................... 176

7

GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its
entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall
be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of
Notes which are to be admitted to trading on a regulated market in the EEA, a further prospectus or a
supplement to this Base Prospectus will be published, as appropriate.
This Description constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980.
Words and expressions defined in "Form of the Notes" and the Terms and Conditions shall have the same
meanings in this Description.
Issuer: ............................................
Credit Suisse AG, acting through its Zurich head office or a Designated
Branch, as indicated in the applicable Final Terms.
Designated Branch: .......................
If applicable, the London, Tokyo, Singapore, Guernsey, Sydney or New
York branch of Credit Suisse AG as indicated in the applicable Final
Terms.
Legal Entity Identifier (LEI): ......
ANGGYXNX0JLX3X63JN86.
Description: ...................................
Euro Medium Term Note Programme.
Arranger: .......................................
Credit Suisse International.
Dealers: ..........................................
Credit Suisse International and any other Dealers appointed under the
Programme or in respect of any issue of Notes from time to time by the
Issuer.
Certain Restrictions: .....................
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time including the following restrictions
applicable at the date of this Base Prospectus.
Agent for Notes other than Swiss
BNP Paribas Securities Services, Luxembourg Branch.
Notes: ...........................................
Agent/Swiss Agent for Swiss
Credit Suisse AG, Zurich.
Notes: ...........................................
Registrar for Notes other than
BNP Paribas Securities Services, Luxembourg Branch.
Swiss Notes: .................................
Calculation Agent: ........................
Such person, if any, as is specified as such in the applicable Final Terms.
Luxembourg Listing Agent: .........
BNP Paribas Securities Services, Luxembourg Branch.
Programme Size: ...........................
The Programme is unlimited in amount.
Method of Issue: ............................
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in Series having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may be

8

issued in Tranches on the same or different issue dates. The specific
terms of each Tranche will be completed in the applicable Final Terms.
In the case of Notes which are neither admitted to trading on a regulated
market in the EEA nor offered in the EEA in circumstances where a
prospectus is required to be published under the Prospectus Regulation,
the applicable Final Terms may specify terms and conditions that will,
to the extent so specified or to the extent inconsistent with the Terms and
Conditions, replace or modify the Terms and Conditions for the purposes
of such Notes.
Currencies: ....................................
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the Issuer and the relevant Dealer.
Maturities: .....................................
The Notes will have such maturities (if any) as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified Currency.
Issue Price: ....................................
Notes may be issued on a fully-paid basis and at an issue price which is
at par or at a discount to, or premium over, par.
Form of Notes: ...............................
Notes will be issued in bearer form, registered form or uncertificated
form.
Form of Notes other than Swiss Notes
The Issuer may issue Bearer Notes in either NGN or CGN form.
Registered Notes may also be held under the NSS. Registered Notes will
not be exchangeable for Bearer Notes and vice versa.
Form of Swiss Notes
Bearer Notes that on issue will be represented by a Swiss Global Note
that will be deposited with, and Uncertificated Notes that will be entered
into the main register (Hauptregister) of, SIX SIS AG (SIS) or any other
intermediary in Switzerland recognised for such purposes by the SIX
Swiss Exchange (SIS or any such other intermediary, the Intermediary)
are referred to herein as Swiss Notes. Only Notes with respect to which
(i) the Specified Currency is Swiss francs and/or (ii) application will be
made for admission to trading and listing of such Notes on the SIX Swiss
Exchange may be Swiss Notes. The applicable Final Terms for each
Tranche of Swiss Notes will specify whether such Notes will be Bearer
Notes that on issue will be represented by a Swiss Global Note or
Uncertificated Notes.
No holder of Bearer Notes represented by a Swiss Global Note will at
any time have the right to effect or demand the conversion of such Swiss
Global Note into, or the delivery of, individually certificated securities
(Wertpapiere) or uncertificated securities (Wertrechte). However, such
Swiss Global Note may be exchanged for definitive Notes, in whole, but
not in part, in the limited circumstances described in Condition 1.3(a)(ii)
of the Terms and Conditions. The applicable Final Terms will specify
whether such definitive Notes will be in bearer or registered form.
Neither the Issuer nor any holder of an Uncertificated Note nor any third
party will at any time have the right to effect or demand the conversion
of such Uncertificated Note into, or the delivery of, a global certificate
(Globalurkunde) or individually certificated securities (Wertpapiere).
Fixed Rate Notes: ..........................
In the case of Fixed Rate Notes, fixed interest will be payable on such
date or dates as may be agreed between the Issuer and the relevant Dealer

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and on redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant Dealer.
Floating Rate Notes: .....................
Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc. (ISDA), and as amended and
updated as at the Issue Date of the first Tranche of Notes of the
relevant Series), or the latest version of the 2021 ISDA Interest
Rate Derivatives Definitions (as published by ISDA as at the
Issue Date of the first Tranche of Notes of the relevant Series)
as specified in the applicable Final Terms; or

(b)
on the basis of a Reference Rate set out in the applicable Final
Terms.

The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Other provisions in relation to
Floating Rate Notes may also have a maximum interest rate, a minimum
Floating Rate Notes: ...................
interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the Issuer and the relevant Dealer, will be
payable on such Interest Payment Dates, and will be calculated on the
basis of such Day Count Fraction, as may be agreed between the Issuer
and the relevant Dealer.
Fixed Rate/Floating Rate and
Fixed Rate/Floating Rate Notes will bear interest (a) on a fixed rate basis
Floating
Rate/Fixed
Rate
from (and including) the Issue Date to (but excluding) such date as may
Notes: ...........................................
be agreed between the Issuer and the relevant Dealer (in respect of which
period, see "Fixed Rate Notes" above) and (b) on a floating rate basis
from (and including) such date to (but excluding) the Maturity Date (in
respect of which period, see "Floating Rate Notes" and "Other
provisions in relation to Floating Rate Notes" above).
Floating Rate/Fixed Rate Notes will bear interest (a) on a floating rate
basis from (and including) the Issue Date to (but excluding) such date as
may be agreed between the Issuer and the relevant Dealer (in respect of
which period, see "Floating Rate Notes" and "Other provisions in
relation to Floating Rate Notes" above) and (b) on a fixed rate basis from
(and including) such date to (but excluding) the Maturity Date (in respect
of which period, see "Fixed Rate Notes" above).
Zero Coupon Notes: ......................
Zero Coupon Notes will be offered and sold at a discount to their
principal amount and will not bear interest.
Redemption: ..................................
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to any stated maturity (other than for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer upon the occurrence of certain
specified events and/or on specified dates upon giving notice to the
Noteholders, and/or at the option of the Noteholders upon giving notice
to the Issuer, in each case, on a date or dates specified prior to any such
stated maturity and at a price or prices (including, if Make-Whole
Redemption is specified as being applicable in the applicable Final
Terms, the specified Make-Whole Redemption Amount) and on such
other terms as may be agreed between the Issuer and the relevant Dealer.

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