Obbligazione Swiss Credit 0% ( XS1193880405 ) in USD

Emittente Swiss Credit
Prezzo di mercato refresh price now   100 USD  ⇌ 
Paese  Svizzera
Codice isin  XS1193880405 ( in USD )
Tasso d'interesse 0%
Scadenza 19/05/2045



Prospetto opuscolo dell'obbligazione Credit Suisse XS1193880405 en USD 0%, scadenza 19/05/2045


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

The Obbligazione issued by Swiss Credit ( Switzerland ) , in USD, with the ISIN code XS1193880405, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 19/05/2045







SECURITIES NOTE
Credit Suisse AG, London Branch
USD 80,000,000 Callable Zero Coupon Notes due May 2045
(the "Notes" or the "Securities")
Series SPLB2015-320
(ISIN: XS1193880405)
This document, the securities note, together with the registration document dated 19 August 2015 of
Credit Suisse AG (the "CS AG Registration Document"), which have been published on the website
of the Luxembourg Stock Exchange (www.bourse.lu), constitutes a prospectus (the "Prospectus") for
the purposes of Article 5.3 of Directive 2003/71/EC as amended from time to time, including by
Directive 2010/73/EU (the "Prospectus Directive") relating to the above-referenced Securities issued
by Credit Suisse AG ("CS"), acting through its London Branch (the "Issuer") under the Structured
Products Programme for the issuance of Notes, Certificates and Warrants (the "Programme") of the
Issuer and Credit Suisse International.
This document shall be read in conjunction with the CS AG Registration Document.
The Securities
The Securities are in the form of notes and are issued by the Issuer under the Programme. The terms
and conditions of the Securities will comprise:

a set of general terms and conditions (the "General Note Conditions") of the Programme as
set forth in "General Terms and Conditions of Notes" below; and

the specific terms of the Securities, that complete and amend the General Note Conditions,
as set forth in "Specific Terms" below.
Risk Factors
Investors in the Securities should consider, in particular, the "Risk Factors" below together with the
relevant Risk Factors in the CS AG Registration Document.
The date of this Prospectus is 2 September 2015


TABLE OF CONTENTS
Page
IMPORTANT NOTICES .............................................................................................................. 3
RISK FACTORS.......................................................................................................................... 4
GENERAL TERMS AND CONDITIONS OF NOTES ................................................................. 8
SPECIFIC TERMS .................................................................................................................... 29
OTHER INFORMATION ........................................................................................................... 33
OVERVIEW OF PROVISIONS RELATING TO NOTES WHILE IN GLOBAL FORM .............. 35
TAXATION ................................................................................................................................ 36
SELLING RESTRICTIONS ....................................................................................................... 46
GENERAL INFORMATION....................................................................................................... 49
2


Important Notices
IMPORTANT NOTICES
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 Prospectus,
and neither the Issuer nor the Dealer accepts responsibility for any information or representation so
given that is not contained in this Prospectus.
Not an offer to the public: This Prospectus does not constitute an offer to the public of Securities,
and may not be used for the purposes of such offer or solicitation by anyone, in any jurisdiction in
which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such
offer or solicitation and no action is being taken to permit an offering of the Securities or the
distribution of this Prospectus in any jurisdiction where any such action is required except as specified
herein.
Restrictions on distribution: The distribution of this Prospectus and the offering of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus 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 the
Prospectus and other offering materials relating to the Securities, please refer to the section entitled
"Selling Restrictions" below.
Important U.S. notice: The Securities have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act"). Subject to certain exemptions, the Securities may not
be offered, sold or delivered within the United States of America or to, or for the account or benefit of,
U.S. persons. A further description of the restrictions on offers and sales of the Securities in the
United States or to U.S. persons is set forth in the section entitled "Selling Restrictions" below.
Information only as at the date hereof: The delivery of this Prospectus at any time does not imply
that any information contained herein is correct at any time subsequent to the date hereof.
Ratings: The Securities have not been rated. See "General Information" below for credit ratings of
CS.
3


Risk Factors
RISK FACTORS
The risk factors set out below should be read in addition to the risk factors set out on page 4 of the CS
AG Registration Document. Such risk factors are risk factors that are material to the Securities in
order to assess the market risk associated with them or which may affect the Issuer's ability to fulfil its
obligations under them.
Warning: You will be exposed to the credit risk of the Issuer and will lose up to the entire value
of your investment if the Issuer either fails or is otherwise unable to meet its payment
obligations. You may also lose some or all of your investment if:
·
you sell your Securities prior to maturity in the secondary market at an amount that is
less than your initial purchase price; or
·
your Securities are redeemed early under their terms and conditions at the discretion
of the Issuer and the Unscheduled Termination Amount paid to you is less than your
initial purchase price; or
·
your Securities are redeemed early under their terms and conditions at the option of
the Issuer and the Optional Redemption Amount paid to you is less than your initial
purchase price.
1.
General considerations
The purchase of Securities involves substantial risks and an investment in the Securities is
only suitable for investors who have the knowledge and experience in financial and business
matters necessary to enable them (either alone or in conjunction with an appropriate financial
adviser) to evaluate the risks and merits of an investment in the Securities and who have
sufficient resources to be able to bear any losses that may result therefrom. 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.
Before making any 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
involved.
The Issuer believes that the risk factors described below are material for the purpose of
assessing the market risks associated with the Securities and represent the material risks
inherent in investing in the Securities, but these are not the only risks that the Issuer faces or
that may arise under the Securities. There will be other risks that the Issuer does not currently
consider to be material, or risks that the Issuer is currently not aware of, or risks that arise due
to circumstances specific to the investor, and the Issuer does not represent that the
statements below regarding the risks of holding the Securities are exhaustive of all such risks.
More than one investment risk may have simultaneous effect with regard to the value of the
Securities and the effect of any single investment risk may not be predictable. In addition,
more than one investment risk may have a compounding effect and no assurance can be
given as to the effect that any combination of investment risks may have on the value of
Securities.
The Issuer is a wholly-owned subsidiary of Credit Suisse Group AG ("CSG"). CSG and the
Issuer are both exposed to a variety of risks that could adversely affect their results of
operations or financial condition. Investors should refer to the risk factors on pages 39 to 46 of
the Credit Suisse Annual Report 2014 (as incorporated by reference in the CS AG
Registration Document) for a description of these risks. The Issuer believes that these risks
may affect its ability to fulfil its obligations under the Securities. Most of these risks are
contingencies which may or may not occur and which could have a material adverse effect on
the Issuer's businesses, operations, financial condition or prospects, which, in turn, could
have a material adverse effect on the return investors will receive on the Securities. The
Issuer does not express a view on the likelihood of any such contingency occurring.
4


Risk Factors
2.
Risks relating to the Securities
Loss of investment
Investors may lose some or all of their investment. Please refer to the section entitled
"Warning" above.
In any event, if the amount payable on redemption of the Securities is less than the price at
which investors paid for their Securities, investors may lose all or part of their investment.
The Securities are not deposits, and are not covered by any deposit insurance or protection
scheme.
Limited Liquidity
A secondary market for the Securities may not develop and if one does develop, it may not
provide the holders of the Securities with liquidity or may not continue for the life of the
Securities. A decrease in the liquidity of the Securities may cause, in turn, an increase in the
volatility associated with the price of such Securities. Illiquidity may have a severe adverse
effect on the market value of the Securities.
The Issuer may, but is not obliged to, purchase the Securities at any time at any price in the
open market or by tender or private treaty and may hold, resell or cancel them. The market for
the Securities may be limited. The only way in which a Securityholder can realise value from a
Security prior to its maturity or expiry is to sell it at its then market price in the market which
may be less than the amount initially invested. The price in the market for the Security may be
less than its Issue Price. Further, the price at which a Securityholder sells its Securities in the
market may reflect a commission or a dealer discount, which would further reduce the
proceeds such Securityholder would receive for its Securities.
Any secondary market price quoted by the Issuer may be affected by several factors
including, without limitation, prevailing market conditions, credit spreads and the remaining
time to maturity of the Securities. The Securities are also subject to selling restrictions and/or
transfer restrictions that may limit a Securityholder's ability to resell or transfer its Securities..
Accordingly, the purchase of Securities is suitable only for investors who can bear the risks
associated with a lack of liquidity in the Securities and the financial and other risks associated
with an investment in the Securities. Any investor in the Securities must be prepared to hold
such Securities for an indefinite period of time or until redemption of the Securities.
The Issue Price may be more than the market value of the Securities
The Issue Price in respect of the Securities may be more than its market value as at the Issue
Date, and more than the price, if any, at which the Dealer or any other person is willing to
purchase such Securities in secondary market transactions. In particular, the Issue Price in
respect of any Securities and the terms of such Securities may take into account, where
permitted by law, fees, commissions or other amounts relating to the issue, distribution and
sale of such Securities, or the provision of introductory services. Such fees, commissions or
other amounts may be paid directly to the relevant distributor or, if the Securities are sold to
the relevant distributor at a discount, may be retained by the relevant distributor out of the
Issue Price paid by investors. In addition, the Issue Price in respect of the Securities and the
terms of such Securities may also take into account (i) the expenses incurred by the Issuer in
creating, documenting and marketing the Securities (including its internal funding costs) and
(ii) amounts relating to the hedging of the Issuer's obligations under such Securities.
The market value of the Securities will be affected by many factors and cannot be
predicted
The market value of the Securities will be affected by many factors beyond the control of the
Issuer, including, but not limited to, the following:
(i)
the creditworthiness of the Issuer (whether actual or perceived), including actual or
anticipated downgrades in its credit rating;
5


Risk Factors
(ii)
the remaining time to maturity of the Securities;
(iii)
interest rates and yield rates in the market; and
(iv)
national and international economic, financial, regulatory, political, military, judicial
and other events that affect the relevant market generally.
Some or all of the above factors will influence the value of the Securities in the market. Some
of these factors are inter-related in a complex way, and as a result, the effect of any one
factor may be offset or magnified by the effect of another factor. If you sell your Securities
prior to maturity or expiry, the price you will receive may be substantially lower than the
original purchase price and you may lose some or all of your investment.
Tax
Potential investors in the Securities should take note of the information set out in the section
headed "Taxation" below. Potential investors in the Securities should conduct such
independent investigation and analysis regarding the tax treatment of the Securities as they
deem appropriate to evaluate the merits and risks of an investment in the Securities in light of
their individual circumstances. Tax risks include, without limitation, a change in any applicable
law, treaty, rule or regulation or the interpretation thereof by any relevant authority which may
adversely affect payments in respect of the Securities. The level and basis of taxation on the
Securities and on the Securityholders and any reliefs from such taxation depend on the
Securityholder's individual circumstances and could change at any time. The tax and
regulatory characterisation of the Securities may change over the life of the Securities. This
could have adverse consequences for Securityholders. Potential Securityholders will
therefore need to consult their own tax advisers to determine the specific tax consequences
of the purchase, ownership, transfer and redemption, exercise or expiry or enforcement of the
Securities.
Proposed Financial Transaction Tax
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common financial transaction tax ("FTT") in Belgium,
Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the
"participating Member States").
The Commission's Proposal has very broad scope and could, if introduced, apply to certain
dealings in the Securities (including secondary market transactions) in certain circumstances.
Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are
expected to be exempt.
Under the Commission's Proposal the FTT could apply in certain circumstances to persons
both within and outside of the participating Member States. Generally, it would apply to certain
dealings in the Securities where at least one party is a financial institution, and at least one
party is established in a participating Member State. A financial institution may be, or be
deemed to be, "established" in a participating Member State in a broad range of
circumstances, including (i) by transacting with a person established in a participating
Member State or (ii) where the financial instrument which is subject to the dealings is issued
in a participating Member State.
Joint statements issued by participating Member States indicate an intention to implement the
FTT by 1 January 2016.
However, the FTT proposal remains subject to negotiation between the participating Member
States and the scope of any such tax is uncertain. Additional EU Member States may decide
to participate.
Prospective investors in Securities are advised to seek their own professional advice in
relation to the FTT.
The Securities may be redeemed prior to their scheduled maturity
6


Risk Factors
In certain circumstances (for example, if the Issuer determines that its obligations under the
Securities have become unlawful or illegal or following an event of default) the Securities may
be redeemed prior to their scheduled maturity. In such circumstances, the Unscheduled
Termination Amount payable under the Securities may be less than the original purchase
price of the Securities and could be as low as zero. Where the Issuer exercises its option to
early redeem the Securities, the Securities will be redeemed at a pre-determined value on the
relevant Optional Redemption Date.
Following early redemption of Securities, the Holders of such Securities may not be able to
reinvest the redemption proceeds at a comparable return and/or at an effective rate as high
as the yield on the Securities being redeemed and may only be able to do so at a significantly
lower rate. Prospective investors in Securities should consider such reinvestment risk in light
of other investments available at that time.
Optional redemption by the Issuer
Any call option of the Issuer in respect of the Securities may negatively impact their market
value. During any period when the Issuer may elect to redeem the Securities, the market
value of those Securities generally will not rise substantially above the price at which they can
be redeemed. This may also be true prior to any redemption period. The Issuer may be
expected to redeem Securities when its cost of borrowing is lower than the yield on the
Securities. At those times, an investor generally would not be able to reinvest the redemption
proceeds at an effective rate as high as the yield on the Securities being redeemed.
Interest Rate Risks
As the return on the Securities is fixed, subsequent changes in market interest rates may
adversely affect the value of the Securities.
3.
Risks associated with conflicts of interest between the Issuer and holders of Securities
Calculations and determinations under the Securities
In making calculations and determinations with regard to the Securities, there may be a
difference of interest between the Securityholders and the Issuer. Save where otherwise
provided in the terms and conditions, the Issuer is required to act in good faith and in a
commercially reasonable manner but does not have any obligations of agency or trust for any
investors and has no fiduciary obligations towards them. In particular, the Issuer and its
affiliated entities may have interests in other capacities (such as other business relationships
and activities). Prospective investors should be aware that any determination made by the
Issuer may have a negative impact on the value of and return on the Securities.
Each of the Issuer, the Dealer or any of their respective affiliates may have existing or future
business relationships with each other (including, but not limited to, lending, depository,
derivative counterparty, risk management, advisory and banking relationships), and when
acting in such other capacities the Issuer, the Dealer or any of their respective affiliates may
pursue actions and take steps that it deems necessary or appropriate to protect its interests
arising therefrom without regard to the consequences for any particular Securityholder.
Hedging and dealing activities in relation to the Securities
In the ordinary course of its business the Issuer and/or any of its affiliates may effect
transactions for its own account or for the account of its customers and may enter into one or
more hedging transactions with respect to the Securities or related derivatives. In connection
with such hedging or market-making activities or with respect to proprietary or other trading
activities by the Issuer and/or any of its affiliates, the Issuer and/or any of its affiliates may
enter into transactions which may affect the market price, liquidity, value of and return on the
Securities and which could be adverse to the interest of the relevant Securityholders.
7


General Note Conditions
GENERAL TERMS AND CONDITIONS OF NOTES
The terms and conditions of the Securities shall comprise the General Terms and Conditions of Notes
(the "General Note Conditions"), as set forth below, and as completed and/or amended by the
Specific Terms as set forth in the section "Specific Terms" below. Each reference in such General
Note Conditions to the "Pricing Supplement" shall be deemed to be deleted and replaced by the
"Specific Terms".
The Securities (which expression shall include any Securities issued pursuant to General Note
Condition 13) are issued pursuant to an agency agreement dated 3 July 2014 (as amended, restated
or supplemented from time to time, the "Agency Agreement") between CS, Credit Suisse
International ("CSi"), The Bank of New York Mellon, acting through its London Branch (or such other
entity as may be specified in the relevant Pricing Supplement) as fiscal agent and the other agents
named in it and with the benefit of a deed of covenant dated 3 July 2014 (as amended or
supplemented as at the Issue Date, the "CS Deed of Covenant") executed by CS in relation to
Securities issued by CS or a deed of covenant dated 3 July 2014 (as amended or supplemented as at
the Issue Date, the "CSi Deed of Covenant") executed by CSi in relation to Securities issued by CSi,
as the case may be. The fiscal agent, the registrar, the transfer agents, the calculation agent(s) and
the paying agents for the time being (if any) are referred to below respectively as the "Fiscal Agent",
the "Registrar", the "Transfer Agents", the "Calculation Agent(s)" and the "Paying Agents" (which
expression shall include the Fiscal Agent, the Registrar, the Transfer Agents and the Calculation
Agent(s) and together with any other agents specified in the relevant Pricing Supplement, the
"Agents"). The Securityholders (as defined in General Note Condition 1) are deemed to have notice of
all of the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement,
the CS Deed of Covenant and the CSi Deed of Covenant are, and, so long as any Security remains
outstanding, will be available for inspection during normal business hours at the specified offices of
each of the Paying Agents, the Registrar and the Transfer Agents.
The Securities of any Series are subject to these General Note Conditions, as modified and/or
supplemented by any applicable Asset Terms and the relevant pricing supplement (the "Pricing
Supplement") containing the final terms relating to the relevant Securities (together, the "Terms and
Conditions" or the "Conditions").
Expressions used herein and not defined shall have the meaning given to them in any applicable
Asset Terms or the relevant Pricing Supplement. In the event of any inconsistency between the
General Note Conditions, the applicable Asset Terms and the relevant Pricing Supplement, the
prevailing terms will be determined in accordance with the following order of priority (where (a)
prevails over the other terms):
(a)
the relevant Pricing Supplement;
(b)
the applicable Asset Terms; and
(c)
the General Note Conditions.
Except in relation to General Note Conditions 8, 11 and 19 references herein to the "Issuer" shall be
to CS acting through its London Branch, its Nassau Branch or its Singapore Branch (each a
"Branch") or CSi, as the case may be, (as specified in the relevant Pricing Supplement). In relation to
General Note Conditions 8, 11 and 19, references to "Issuer" shall be to CS or CSi, as the case may
be, (as specified in the relevant Pricing Supplement).
1.
Form, Denomination and Title
The Securities are issued in bearer form ("Bearer Securities") or in registered form
("Registered Securities") in each case with a nominal amount (the "Nominal Amount")
equal to the Specified Denomination(s) specified in the relevant Pricing Supplement.
All Registered Securities shall have the same Specified Denomination.
Bearer Securities are represented by a bearer global security (a "Global Security"). No
definitive Bearer Securities will be issued.
8


General Note Conditions
Notes which are Registered Securities ("Registered Notes") are represented by registered
certificates ("Certificates") and, save as provided in General Note Condition 2(b), each
Certificate shall represent the entire holding of Registered Notes by the same holder. Where
Registered Notes are held by or on behalf of one or more Clearing Systems, a global
certificate (a "Global Certificate") will be issued in respect of them.
Title to the Global Security shall pass by delivery. Title to the Registered Notes shall pass by
registration in the register that the Issuer shall procure to be kept by the Registrar in
accordance with the provisions of the Agency Agreement (the "Register"). Except as ordered
by a court of competent jurisdiction or as required by law, the holder (as defined below) of any
Security shall be deemed to be and may be treated as its absolute owner for all purposes,
whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it,
any writing on it or its theft or loss and no person shall be liable for so treating the holder.
For so long as any of the Securities is represented by a Global Security or a Global Certificate
held by or on behalf of one or more clearing systems specified in the relevant Pricing
Supplement (each a "Clearing System"), each person (other than one Clearing System to
the extent that it appears on the books of another Clearing System) who is for the time being
shown in the records of the relevant Clearing System as the holder of a particular nominal
amount of such Securities (in which regard any certificate or other document issued by the
relevant Clearing System as to the nominal amount of such Securities standing to the account
of any person shall be conclusive and binding for all purposes save in the case of manifest
error), shall be treated by the Issuer and each Agent as the holder of such nominal amount of
such Securities for all purposes other than with respect to the right to payment on such
nominal amount or interest (if any) of such Securities, the right to which shall be vested, as
against the Issuer and any Agent, solely in the bearer of the relevant Global Security or the
person in whose name the Registered Security is registered in accordance with and subject to
its terms (and the expressions "Securityholder" and "holder" of Securities and related
expressions shall be construed accordingly). Rights in respect of Securities which are held by
or on behalf of a Clearing System will be transferable only in accordance with the rules and
procedures for the time being of the relevant Clearing System and, if so specified in the
relevant Pricing Supplement, will be subject to a Minimum Transferable Number of Securities
or a Minimum Trading Lot, as specified in the relevant Pricing Supplement. Where Global
Securities are held by or on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), the Global Security
may be deposited with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg (the "Common Depositary"). Where Registered Securities are held by or on
behalf of Euroclear and Clearstream, Luxembourg, the Registered Securities may be
registered in the name of a nominee for such Clearing Systems and the Global Certificate
delivered to the Common Depositary.
Any reference to a Clearing System shall, whenever the context so permits, be deemed to
include a reference to any additional or alternative clearing system approved by the Issuer.
2.
Transfers of Registered Securities
(a)
Transfer of Registered Securities
One or more Registered Securities may be transferred upon the surrender (at the specified
office of the Registrar or any Transfer Agent) of the Certificate representing such Registered
Notes to be transferred, together with the form of transfer (which shall be available at the
specified office of the Registrar or the Transfer Agent) endorsed on such Certificate (or
another form of transfer substantially in the same form and containing the same
representations and certifications (if any), unless otherwise agreed by the Issuer), duly
completed and executed, and any other evidence as the Registrar or Transfer Agent may
reasonably require. In the case of a transfer of part only of a holding of Registered Securities
represented by one Certificate, a new Certificate shall be issued to the transferee in respect of
the part transferred and a further new Certificate in respect of the balance of the holding not
transferred shall be issued to the transferor. All transfers of Registered Securities and entries
on the Register will be made subject to the regulations concerning transfers of Securities
scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the
9


General Note Conditions
prior written approval of the Registrar. A copy of the current regulations will be made available
by the Registrar to any holder of a Registered Security upon request.
(b)
Exercise of Options or Partial Redemption in Respect of Registered Securities
In the case of an exercise of an Issuer's or Securityholders' option in respect of, or a partial
redemption of, a holding of Registered Securities represented by a single Certificate, a new
Certificate shall be issued to the holder to reflect the exercise of such option or in respect of
the balance of the holding not redeemed. In the case of a partial exercise of an option
resulting in Registered Securities of the same holding having different terms, separate
Certificates shall be issued in respect of those Securities of that holding that have the same
terms. New Certificates shall only be issued against surrender of the existing Certificates to
the Registrar or any Transfer Agent. In the case of a transfer of Registered Securities to a
person who is already a holder of Registered Securities, a new Certificate representing the
enlarged holding shall only be issued against surrender of the Certificate representing the
existing holding.
(c)
Delivery of New Certificates
Each new Certificate to be issued pursuant to General Note Conditions 2(a) or (b) shall be
available for delivery within three business days of receipt of the form of transfer or Exercise
Notice (as defined in General Note Condition 5(e)) and surrender of the Certificate for
exchange. Delivery of the new Certificate(s) shall be made at the specified office of the
Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such
form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the
holder making such delivery or surrender as aforesaid and as specified in the form of transfer,
Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder
entitled to the new Certificate to such address as may be so specified, unless such holder
requests otherwise and pays in advance to the relevant Agent (as defined in the Agency
Agreement) the costs of such other method of delivery and/or such insurance as it may
specify. In this General Note Condition 2(c), "business day" means a day, other than a
Saturday or Sunday, on which banks are open for business in the place of the specified office
of the relevant Transfer Agent or the Registrar (as the case may be).
(d)
Transfers Free of Charge
The transfer of Registered Securities and Certificates shall be effected without charge by or
on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or
other governmental charges that may be imposed in relation to it (or the giving of such
indemnity as the Registrar or the relevant Transfer Agent may require).
(e)
Closed Periods
No Securityholder may require the transfer of a Registered Security to be registered (i) during
the period of 15 days ending on the due date for redemption of, or payment of any Instalment
Amount in respect of, that Security, (ii) during the period of 15 days before any date on which
Securities may be called for redemption by the Issuer at its option pursuant to General Note
Condition 5(d), (iii) after any such Security has been called for redemption or (iv) during the
period of seven days ending on (and including) any Record Date.
3.
Status
The Securities are unsubordinated and unsecured obligations of the Issuer and will rank pari
passu and rateably without any preference among themselves and equally with all other
unsubordinated and unsecured obligations of the Issuer from time to time outstanding.
4.
Interest and Premium
(a)
Interest on Fixed Rate Securities
Each Fixed Rate Security bears interest on its outstanding nominal amount from and including
the Interest Commencement Date either (i) at the rate per annum (expressed as a
10