Obbligazione Swiss Credit 0% ( XS0621444594 ) in USD

Emittente Swiss Credit
Prezzo di mercato 100 USD  ▲ 
Paese  Svizzera
Codice isin  XS0621444594 ( in USD )
Tasso d'interesse 0%
Scadenza 05/05/2014 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Credit Suisse XS0621444594 in USD 0%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Credit Suisse è stata una grande banca svizzera, fallita nel marzo 2023 e acquisita da UBS.

L'obbligazione con codice ISIN XS0621444594 emessa da Credit Suisse in Svizzera, denominata in USD, con cedola zero, scadenza 05/05/2014 e frequenza di pagamento semestrale, è giunta a scadenza ed è stata rimborsata al 100%.







BASE PROSPECTUS
DATED 16 August 2022

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 2023. 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-2022.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 16th August 2021. 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. Moreover,
the CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Securities.
1


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 the Issuer to the
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
102 to 185); 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 186 to 199); 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 200 to 206).
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 17 to 66. This Base Prospectus describes all of the principal and material risks of an investment in the Securities that
have been identified by the Issuer.
2



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.
3


Important Notices
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.
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: (a) 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 (b) 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 (c) 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 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: (a) 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 (b) 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 (c) 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 (a) 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
4


Important Notices
appointed by the Issuer from time to time (the "Dealers") nor (b) 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 2001 (2020 Revised
Edition) of Singapore
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"), 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 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 an "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.
5


Important Notices
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.
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 "BBB+" from Fitch Ratings Limited ("Fitch") and an issuer credit rating of "A2" from Moody's Investors
Service Ltd. ("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 UK and are 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") 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 on the website of the European
6


Important Notices
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.
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 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 ("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 Bank 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).
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)(A) (ISDA Determination 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.
7


Important Notices
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, 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 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
(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 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.
8


Important Notices
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 judgement, 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:
(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;
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Important Notices
(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 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
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Document Outline