Bond Swiss Credit 0% ( XS1124228542 ) in USD

Issuer Swiss Credit
Market price 100 %  ⇌ 
Country  France
ISIN code  XS1124228542 ( in USD )
Interest rate 0%
Maturity 22/10/2019 - Bond has expired



Prospectus brochure of the bond Credit Suisse XS1124228542 in USD 0%, expired


Minimal amount /
Total amount /
Detailed description Credit Suisse was a global investment bank and financial services company headquartered in Zurich, Switzerland, that was acquired by UBS in March 2023 following a significant financial crisis.

Credit Suisse USD-denominated bond, ISIN XS1124228542, issued in France, with a 0% coupon, maturing on October 22, 2019, has reached maturity and been repaid at 100%.







BASE PROSPECTUS
DATED 16 August 2021
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 or its Singapore Branch (the "Issuer"). CS is a wholly owned subsidiary of Credit Suisse
Group AG ("CSG"), a global financial services company.
This Base Prospectus has been prepared on the basis that any offer of Securities in any Member State of the European
Economic Area (the "EEA") (each, a "Relevant Member State") will be made pursuant to an exemption under
Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers
of Securities and that any offer of Securities in the United Kingdom will be made pursuant to an exemption under
Regulation (EU) 2017/1129 as it forms part of "retained EU law", as defined in the European Union (Withdrawal)
Act 2018 ("EUWA") (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of
Securities. Accordingly any person making or intending to make an offer in that Relevant Member State or the United
Kingdom of Securities which are the subject of an offering contemplated in this Base Prospectus may only do so in
circumstances in which no obligation to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
the UK Prospectus Regulation or supplement a prospectus pursuant to the Prospectus Regulation or the UK
Prospectus Regulation, in each case, in relation to such offer arises. This Base Prospectus has also been prepared for
the purpose of giving necessary information relating to the Issuer which is material to enable investors (the
"Investors") to make an informed assessment of the assets and liabilities, financial position, profits, losses and
prospects of the Issuer, the rights attaching to securities issued under this Base Prospectus and the reasons for the
issuance of securities issued under this Base Prospectus and its impact on the Issuer.
This Base Prospectus is valid for admissions to trading on a regulated market in the EEA by or with the consent of
the Issuer for 12 months from its date and will expire on 16 August 2022. For a period of 10 years following the date
of this Base Prospectus, this Base Prospectus will be available for inspection at https://www.credit-
suisse.com/media/assets/legal/hk/p-notes-base-prospectus/Base-Prospectus-CS-P-Note-Programme-21-July-
2021.pdf. This Base Prospectus 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 21st July 2020. 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. The obligation to supplement this Base Prospectus in accordance with Article 23 of the Prospectus
Regulation in the event of significant new factors, material mistakes or material inaccuracies does not apply when
this Base Prospectus is no longer valid for admissions to trading on a regulated market in the EEA.
This Base Prospectus has been approved as a base prospectus by the Luxembourg Commission de Surveillance du
Secteur Financier (the "CSSF"), as competent authority under 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 Securities. Investors should make their own assessment as to the suitability of investing in the
Securities. 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 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

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 70 to 135); 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 136 to 150); 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 151 to 158).
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 2 to 40. This Base Prospectus describes all of the principal and material risks of an
investment in the Securities that have been identified by the Issuer.


IMPORTANT NOTICES
The Issuer may issue Securities through its Nassau Branch or its Singapore 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 either the Nassau Branch or the Singapore 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, and the Singapore Branch is subject to certain Singapore regulatory
requirements and rules, the breach of which, in each case, 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.
Credit Suisse AG, Singapore Branch is licensed as a wholesale bank under the Banking Act, Chapter 19 of Singapore and
is subject to restrictions on the acceptance of deposits in Singapore dollars. The Securities do not constitute or evidence
a debt repayable by Credit Suisse AG, Singapore Branch on demand to the Securityholders and the value of the Securities,
if sold on the secondary market, is subject to market conditions prevailing at the time of the sale. Please refer to the section
headed "General Terms and Conditions of the Securities" together with the relevant Final Terms for the terms and
conditions under which the Securityholders may recover amounts payable or deliverable to them on the Securities from
the Issuer.
Approval and passporting for the purposes of the Prospectus Regulation
Application has been made to the CSSF in its capacity as the Luxembourg competent authority under the Prospectus
Regulation. This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation
for the purpose of giving information with regard to Securities to be issued by CS. 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
Securities. Investors should make their own assessment as to the suitability of investing in the Securities.
The Issuer has requested the CSSF to provide the competent authority, for the purposes of the Prospectus Regulation in
Ireland, with a certificate of approval in accordance with Article 25 of the Prospectus Regulation attesting that this Base
Prospectus has been drawn up in accordance with the Prospectus Regulation.
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. 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.
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 the
Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, "MiFID II"), (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 Professional Segment of 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 MiFID II. 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 MiFID II 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 plc
trading as Euronext Dublin ("Euronext Dublin")) as the Issuer may decide.


Summary
IMPORTANT ­ EUROPEAN ECONOMIC AREA ("EEA") RETAIL INVESTORS
The Securities 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 Directive 2014/65/EU on Markets in
Financial Instruments (as amended) (the "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended) (the "Insurance Distribution Directive"), 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(as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling such Securities 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 Securities or otherwise
making them available to any retail investor in the EEA or may be unlawful under the PRIIPs Regulation.
IMPORTANT ­ UNITED KINGDOM ("UK") RETAIL INVESTORS
The Securities 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
"retained EU law", as defined in the EUWA; or (ii) a customer within the meaning of the provisions of the 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 "retained EU law", as defined in the EUWA; or (iii)
not a qualified investor as defined in Article 2 of the UK Prospectus Regulation (as defined below). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation as it forms part
of "retained EU law", as defined in the EUWA (the "UK PRIIPs Regulation")) for offering or selling such Securities or
otherwise making them available to any retail investors in the UK will have been or will be prepared and therefore offering
or selling the Securities 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 Securities may include a legend entitled "MiFID II product governance" which will
outline the target market assessment in respect of such Securities and which channels for distribution of such Securities
are appropriate. Any person subsequently offering, selling, or recommending such Securities (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 Securities (either by 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 Delegate Directive 2017/593 (the "MiFID II
Product Governance Rules"), any Dealer subscribing for any such Securities is a manufacturer in respect of such
Securities, but otherwise neither (i) Credit Suisse AG Nassau Branch, Credit Suisse AG Singapore Branch, Credit Suisse
(Hong Kong) Limited, Credit Suisse Securities (Europe) Limited, Credit Suisse International 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")
nor (ii) any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.
In connection with Article 8(2) of Commission Delegated Regulation No 2019/980 supplementing the Prospectus
Regulation, this Base Prospectus has been prepared on the basis that any Securities 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 Securities 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. Furthermore, this Base Prospectus has been prepared on the basis that any Securities 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.
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 or modified
from time to time, the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the "CMP Regulations 2018"), unless otherwise stated before an offer of Securities, the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are capital markets
products other than `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Specified


Summary
Investment Products (as defined in the Monetary Authority of Singapore (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).
Unless otherwise exempted under the CMP Regulations 2018, prior to the offer of any Securities, the Issuer will provide
written notice in accordance with Section 309B(1)(c) of the SFA to the Dealers if (a) there is a change in the classification
of the Securities as capital markets products other than prescribed capital markets products and Specified Investment
Products or (b) there are any other dealers who are not Dealer(s) at launch of the offering
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 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 the 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.
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.
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, 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.


Summary
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 this 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 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").
S&P and Moody's are established in the EEA and are registered under Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation"). Fitch is established in the UK and is registered in accordance with Regulation (EC) No. 1060/2009
as it forms part of "retained EU law", as defined in 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 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"). Fitch Ireland is established
in the EEA and is registered under the CRA Regulation. As such, each of S&P, Moody's and Fitch Ireland is included in
the list of credit rating agencies published on the website of 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") and the ratings issued by
Moody's are endorsed by Moody's Investors Service Ltd. ("Moody's UK"). S&P UK and Moody's UK are established
in the UK and are registered in accordance with the UK CRA Regulation. As such, the ratings issued by S&P and Moody's
may be used for regulatory purposes in the UK in accordance with the UK CRA Regulation.
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 issuer rating assigned 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.
Use of benchmarks
Amounts payable under the Securities 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 Securities to be admitted to trading on the
Professional Segment of 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 the 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 registration status of
an administrator under the EU Benchmarks Regulation. As at the date of this Base Prospectus: (a) European Money
Markets Institute (the administrator of EURIBOR) and SIX Financial Information AG (the administrator of SARON) are
included in the EU Benchmarks Register; and (b) ICE Benchmark Administration Limited (the administrator of LIBOR),


Summary
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) and the Federal Reserve Bank of New York (the administrator of SOFR) 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) and the Federal Reserve Bank of New York (the
administrator of SOFR), 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).
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, 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, Australia, the Dubai International Financial Centre, Egypt, the European Economic Area ("EEA"), Hong
Kong Special Administrative Region ("Hong Kong"), Republic of India ("India"), 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, Taiwan (Republic of China) ("Taiwan"),
the United Arab Emirates, the United Kingdom ("UK"), the United States of America ("U.S.") and the Socialist Republic
of Vietnam ("Vietnam"), see the section of this Base Prospectus titled "Transfer and Selling Restrictions".
The Securities may be offered to any professional or institutional investors.
DISCLAIMERS
No Investment Advice
Prospective investors should have regard to the material risks that are specific to the Issuer and that may affect the issuer's
ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed `Risk Factors'.
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 have sufficient resources to be able to bear
any losses that may result therefrom. Therefore, before making an investment decision, prospective investors in the
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


Summary
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 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 Reference Underlyings or the issuer, owner or sponsor, as the case may be, of such 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 Reference Underlyings or the issuer, owner or sponsor, as the
case may be, of such 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 US Securities and
Exchange Commission (the "SEC") 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 an investor 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 Reference Underlyings and the issuer, owner or sponsor, as the case may be, of such
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 shares or equity securities issued by the Issuer or any entity in its related group of companies.
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, making equity investments in,
or providing advisory services (including merger and acquisition advisory services) to such issuer, owner or sponsor, as
the case may be. In the course of such business, the Issuer and/or any of its affiliates may acquire non-public information
with respect to the Reference Underlyings or the issuer, owner or sponsor, as the case may be, of such Reference
Underlyings and, in addition, the Issuer and/or one or more of its affiliates may publish research reports with respect to
such Reference Underlyings and its issuer, owner or sponsor, as the case may be.
The Securities may not be a suitable investment for all investors
Each potential investor in the Securities must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:


Summary
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and
risks of investing in the Securities and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Securities and the impact the Securities will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities,
including Securities with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant indices
and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to
reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A
potential investor should not invest in Securities which are complex financial instruments unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting
effects on the value of the Securities and the impact this investment will have on the potential investor's overall investment
portfolio.
The Issue Price may be more than the Securities' market value
The Issue Price in respect of any Securities specified in the relevant Final Terms may be more than the market value of
such Securities as at the Issue Date, and more than the price, if any, at which the Dealers or any other person is willing to
purchase such Securities in secondary market transactions. In particular, the Issue Price in respect of any Securities may
take into account amounts with respect to commissions relating to the issue and sale of such Securities and amounts
relating to the hedging of the Issuer's obligations under such Securities.
No obligation to maintain listing
Investors should note that where the Securities are (a) listed or admitted to trading on a regulated market for the purposes
of MiFID II 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.
Conflicts of Interest
Where the Issuer acts as Calculation Agent or the Calculation Agent is an Affiliate of the Issuer, potential conflicts of
interest may exist between the Calculation Agent and investors, including, without limitation, with respect to certain
determinations and judgments that the Calculation Agent may make pursuant to the Securities that may influence the
amount receivable on the Securities.
The Issuer and its Affiliates are actively engaged in financial services businesses globally and may in the course of such
businesses have or develop business relationships with third parties including the entities to which any Reference
Underlying relates (including, without limitation, lending, depositary, risk management, advisory and banking
relationships). They may also, amongst other things, be members of and/or have an ownership interest in, an exchange or
other venue on which securities are traded, make markets in securities, buy or sell securities on a principal or proprietary
basis and/or take direct or indirect interests in securities, including a Reference Underlying, whether by way of security
interest or otherwise. In acting in these capacities the Issuer and/or its Affiliates may at the date hereof or at any time


Summary
hereafter have or acquire non-public information with respect to a Reference Underlying and/or the entities to which such
Reference Underlying relates that is or may be material in the context of the Securities, which will not be provided to any
Securityholders or investors. For the avoidance of doubt, there is no obligation on the Issuer, the Dealers or any of their
respective Affiliates to disclose to any Securityholders or investors any such information. In addition, the interests of the
Issuer and/or its Affiliates may conflict with the interests of the Securityholders and investors. The Issuer reserves the
right to take such actions as it considers necessary or appropriate (including without limitation any sale, disposal or
enforcement of security of or over a Reference Underlying) to protect its interests without regard to the consequences for
any Securityholders or investors.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal 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
(a) Securities are legal investments for it, (b) Securities can be used as collateral for various types of borrowing and (c)
other restrictions apply to its purchase or pledge of any Securities. Financial institutions should consult their legal advisers
or the appropriate regulators to determine the appropriate treatment of Securities under any applicable risk-based capital
or similar rules.
None of the Issuer, the Dealers nor any other Affiliate has or assumes any responsibility for the lawfulness of the
acquisition of the Securities by a prospective purchaser of the Securities, whether under the laws of the jurisdiction of its
incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser with
any law, regulation or regulatory policy applicable to it.
No reliance
Each prospective purchaser of Securities may not rely on and shall not hold any responsibility on the Issuer, the Dealers
or any Affiliate in connection with its determination as to any of the matters referred to above.
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")).