Obligation Swiss Credit 4.75% ( XS0444030646 ) en EUR

Swiss Credit

100 % ⇌

Suisse

XS0444030646 ( en EUR )

4.75% par an ( paiement annuel )

05/08/2019 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse XS0444030646 en EUR 4.75%, échue

50 000 EUR

2 550 000 000 EUR

Credit Suisse était une grande banque suisse, active dans la gestion de fortune, l'investissement bancaire et les services financiers, avant sa prise de contrôle par UBS en mars 2023 suite à une crise de confiance.

L'Obligation émise par Swiss Credit ( Suisse ) , en EUR, avec le code ISIN XS0444030646, paye un coupon de 4.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/08/2019

BASE PROSPECTUS
2NOV200615413270
Credit Suisse
(incorporated with limited liability in Switzerland)
and
Credit Suisse Group Finance (Guernsey) Limited
(incorporated with limited liability in Guernsey, Channel Islands)
and
Credit Suisse Group AG
(incorporated with limited liability in Switzerland)
g35,000,000,000
Euro Medium Term Note Programme
Notes issued by Credit Suisse Group Finance (Guernsey) Limited will be unconditionally and irrevocably guaranteed by
Credit Suisse Group AG
(incorporated with limited liability in Switzerland)
Under this e35,000,000,000 Euro Medium Term Note Programme (the Programme), each of Credit Suisse Group Finance
(Guernsey) Limited (CSG Finance Guernsey), Credit Suisse, acting through its Zurich head office or a designated branch (CS) and
Credit Suisse Group AG (CSG and, in its capacity as an issuer and together with CSG Finance Guernsey and CS, each an Issuer and
together the Issuers) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer of such
Notes (the relevant Issuer) and the relevant Dealer (as defined below) except that Tier 1 Capital Notes (as defined herein) may only be
issued by CS or CSG. This Base Prospectus supersedes all previous base prospectuses relating to the Programme and supplements
thereto.
The payments of all amounts due in respect of the Notes issued by CSG Finance Guernsey will be unconditionally and irrevocably
guaranteed by Credit Suisse Group AG (in such capacity, the Guarantor).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate
nominal amount of all Notes from time to time outstanding under the Programme will not exceed e35,000,000,000 (or its equivalent in
other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under ``Description of the Programme'' and
any additional Dealer appointed under the Programme from time to time by CSG or CS (each a Dealer and together the Dealers), which
appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the
case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such
Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see
``Risk Factors''.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent
authority under the Luxembourg Act dated 10th July 2005 (the Luxembourg Act) on prospectuses for securities to approve this
document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange. In addition, application has been made to register the Programme on the SIX Swiss Exchange AG (the SIX
Swiss Exchange).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any
other terms and conditions not contained herein which are applicable to each Tranche (as defined under ``Terms and Conditions of the
Notes'') of Notes will be set out in the final terms (the Final Terms) which, with respect to Notes to be listed on the regulated market of
the Luxembourg Stock Exchange, will be filed with the CSSF or, in respect of Notes to be listed on the SIX Swiss Exchange, will be filed
with the SIX Swiss Exchange.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on the Luxembourg Stock Exchange,
the SIX Swiss Exchange or on such other or further stock exchanges or markets as may be agreed between the relevant Obligors
(which expression, in relation to any Series (as defined herein) of Notes, means the relevant Issuer and, if the relevant Issuer is
CSG Finance Guernsey, the Guarantor) and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to
trading on any market.
The relevant Obligors may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions
of the Notes herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Notes.
Credit Suisse
The date of this Base Prospectus is 19th June 2009.

This Base Prospectus comprises a base prospectus in relation to each Issuer for the purposes of
Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and for the purposes of the Luxembourg Act.
The Issuers and the Guarantor (the Responsible Persons) accept responsibility for the information
contained in this Base Prospectus. To the best of the knowledge of the Issuers and the Guarantor (each
having taken all reasonable care to ensure that such is the case) the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Copies of Final Terms will be available from the registered office of the relevant Issuer and the
specified office set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see ``Documents Incorporated by Reference''). This Base Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuers or the Guarantor in connection with
the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuers or the Guarantor in
connection with the Programme.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final
Terms as the Financial Intermediaries as the case may be.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make
any representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuers, the Guarantor or any of
the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuers and/or the Guarantor. Neither this Base Prospectus nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of
the Issuers or the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and/or the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuers or
the Guarantor during the life of the Programme or to advise any investor in the Notes of any information
coming to their attention.
2

The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and the Notes in bearer form are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (see ``Subscription and Sale'').
The Notes may not be offered or sold to or held by any person resident for the purposes of the Income
Tax (Guernsey) Law 1975 in the Islands of Guernsey, Alderney or Herm, Channel Islands.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
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 Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may
be lawfully distributed, or that any Notes 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,
unless specifically indicated in the applicable Final Terms, no action has been taken by the Issuers, the
Guarantor or the Dealers which is intended to permit a public offering of any Notes or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes 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 Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions
on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including the United Kingdom and Luxembourg), Guernsey and Japan, see ``Subscription
and Sale''.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in
this Base Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant Member State and (in
either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus
has subsequently been completed by final terms which specify that offers may be made other than pursuant
to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the
period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as
applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuers nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuers, or any Dealer to publish or supplement a prospectus for such offer.
All references in this document to U.S. dollars, USD, U.S.$ and $ refer to United States dollars and to
francs or CHF refer to Swiss francs. In addition, all references to Sterling and £ refer to pounds sterling and
to euro and A refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended.
3

TABLE OF CONTENTS
Page
Page
SUMMARY OF THE BASE PROSPECTUS . . . . . . .
5
CREDIT SUISSE GROUP FINANCE (GUERNSEY)
LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . 120
OVERVIEW OF THE PROGRAMME . . . . . . . . . .
12
CREDIT SUISSE GROUP AG AND CREDIT
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .
16
SUISSE . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
DOCUMENTS INCORPORATED BY REFERENCE .
36
SUMMARY FINANCIAL INFORMATION OF CSG . 142
FORM OF THE NOTES . . . . . . . . . . . . . . . . . .
42
SUMMARY FINANCIAL INFORMATION OF CS . . 154
FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . .
46
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . 160
TERMS AND CONDITIONS OF THE NOTES . . . . .
77
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . 165
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 113
GENERAL INFORMATION . . . . . . . . . . . . . . . . 168
THE GUARANTEE . . . . . . . . . . . . . . . . . . . . . 114
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and
60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
4

SUMMARY OF THE BASE PROSPECTUS
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
any Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area no civil liability will attach to the
Responsible Persons in any such Member State in respect of this Summary, including any translation
hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before
a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation
of the Member State where the claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
Words and expressions defined in ``Form of the Notes'' and ``Terms and Conditions of the Notes'' shall
have the same meanings in this summary.
Issuers: . . . . . . . . . . . . . . . . . .
Credit Suisse acting through its Zurich head office or such other
branch as is designated in the applicable Final Terms
Credit Suisse Group Finance (Guernsey) Limited (except in respect of
Tier 1 Capital Notes)
Credit Suisse Group AG
Guarantor: . . . . . . . . . . . . . . . .
Credit Suisse Group AG (in respect of Notes issued by CSG Finance
Guernsey).
Credit Suisse Group Finance
(Guernsey) Limited: . . . . . . . . .
CSG Finance Guernsey is a finance company, 100 per cent. owned by
CSG, which exists for the purpose of issuing debt securities, the
proceeds of which will be advanced to, or otherwise invested in,
subsidiaries or affiliates of CSG.
Credit Suisse Group AG and
Credit Suisse: . . . . . . . . . . . . . .
CSG is a global financial services company domiciled in Switzerland.
CS is a Swiss bank and joint stock corporation established under Swiss
law and is a wholly-owned subsidiary of CSG. Because CS is the sole
substantial subsidiary of CSG its business is substantially the same as
that of CS.
Risk Factors: . . . . . . . . . . . . . .
There are certain factors that may affect an Issuer's ability to fulfil its
obligations under Notes issued under the Programme. There are also
certain factors that may affect the Guarantor's ability to fulfil its
obligations under a Guarantee. These factors are set out under ``Risk
Factors'' below and include liquidity risks, market risks, credit risks,
cross-border and foreign exchange risks, operational risks, legal and
regulatory risks and competition risks, among others. In addition,
there are certain factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme. These are set out under ``Risk Factors'' and include the
fact that the Notes may not be a suitable investment for all investors,
certain risks relating to the structure of particular Series of Notes and
certain market risks.
Description: . . . . . . . . . . . . . . .
Euro Medium Term Note Programme
5

Arranger: . . . . . . . . . . . . . . . . .
Credit Suisse Securities (Europe) Limited
Dealers: . . . . . . . . . . . . . . . . . .
Credit Suisse Securities (Europe) Limited and any other Dealers
appointed in accordance with the Programme Agreement.
Certain Restrictions: . . . . . . . . .
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time including the following restrictions
applicable at the date of this Base Prospectus.
Notes issued by CSG Finance Guernsey and CSG and having a
maturity of less than one year.
Notes issued by CSG Finance Guernsey and CSG and having a
maturity of less than one year will, if the proceeds of the issue are
accepted in the United Kingdom, constitute deposits for the purposes
of the prohibition on accepting deposits contained in section 19 of the
Financial Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a denomination of at
least £100,000 or its equivalent.
Agent for Notes other than
Notes listed on the SIX Swiss
Exchange: . . . . . . . . . . . . . . . .
BNP Paribas Securities Services, Luxembourg Branch.
Swiss Agent for Notes listed on
the SIX Swiss Exchange: . . . . . .
Credit Suisse, Zurich
Registrar: . . . . . . . . . . . . . . . . .
BNP Paribas Securities Services, Luxembourg Branch.
Programme Size: . . . . . . . . . . .
Up to A35,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
CSG or CS may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Method of Issue: . . . . . . . . . . .
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in Series having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may
be issued in Tranches on the same or different issue dates. The
specific terms of each Tranche will be completed in the applicable
Final Terms.
Currencies: . . . . . . . . . . . . . . .
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the relevant Issuer and the relevant Dealer.
Redenomination: . . . . . . . . . . . .
The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The relevant provisions applicable to any such
redenomination are contained in Condition 5.
6

Maturities: . . . . . . . . . . . . . . . .
The Notes will have such maturities (if any) as may be agreed between
the relevant Issuer and the relevant Dealer, subject to such minimum
or maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency.
Issue Price: . . . . . . . . . . . . . . .
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes: . . . . . . . . . . . . .
The Notes will be issued in bearer form or registered form. Each
Issuer may issue Bearer Notes in either NGN or CGN form or, in the
case of Bearer Notes (i) which will be listed on the SIX Swiss
Exchange only or (ii) denominated in Swiss Francs (Swiss Franc
Notes), in the form of a permanent Global Note (Swiss Global Note)
which will be deposited with SIX SIS AG, Olten, Switzerland (SIS) or
any other clearing system approved by the SIX Swiss Exchange.
Registered Notes will not be exchangeable for Bearer Notes and vice
versa.
Fixed Rate Notes: . . . . . . . . . . .
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the
relevant Dealer.
Floating Rate Notes: . . . . . . . . .
Floating Rate Notes will bear interest at a rate determined:
(a) on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency governed
by an agreement incorporating the 2006 ISDA Definitions (as
published by the International Swaps and Derivatives Association,
Inc., and as amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
(b) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(c) on such other basis as may be agreed between the relevant Issuer
and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
Index Linked Notes: . . . . . . . . .
Payments of principal in respect of Index Linked Redemption Notes
or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula or to changes in
the prices of securities or commodities or to such other factors as the
relevant Issuer and the relevant Dealer may agree.
7

Other provisions in relation to
Floating Rate Notes and Index
Linked Interest Notes: . . . . . . .
Floating Rate Notes and Index Linked Interest Notes may also have a
maximum interest rate, a minimum interest rate or both.
Interest on Floating Rate Notes and Index Linked Interest Notes in
respect of each Interest Period, as agreed prior to issue by the relevant
Issuer and the relevant Dealer, will be payable on such Interest
Payment Dates, and will be calculated on the basis of such Day Count
Fraction, as may be agreed between the relevant Issuer and the
relevant Dealer.
Dual Currency Notes: . . . . . . . .
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be
made in such currencies, and based on such rates of exchange, as the
relevant Issuer and the relevant Dealer may agree.
Zero Coupon Notes: . . . . . . . . .
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Payments on Upper Tier 2
Notes: . . . . . . . . . . . . . . . . . . .
Payment of interest in respect of Upper Tier 2 Notes may be deferred
by the relevant Issuer in certain circumstances.
Payments on Tier 1 Capital
Notes: . . . . . . . . . . . . . . . . . . .
Payments of interest on Tier 1 Capital Notes are not cumulative and
will be made at the discretion of the relevant Issuer except that the
relevant Issuer will be prohibited from making an interest payment, in
whole or in part, on the Tier 1 Capital Notes on the relevant Interest
Payment Date to the extent that it has insufficient Distributable
Profits or either the Regulatory Condition or the Solvency Condition
is not satisfied or would not be satisfied if such interest payment were
made.
Redemption: . . . . . . . . . . . . . . .
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to any stated maturity (other than in
specified instalments, if applicable, or for taxation reasons or other
reasons specified in the applicable Final Terms or following an Event
of Default) or that such Notes will be redeemable at the option of the
relevant Issuer and/or the Noteholders upon giving notice to the
Noteholders or the relevant Issuer, as the case may be, on a date or
dates specified prior to any such stated maturity and at a price or
prices and on such other terms as may be agreed between the relevant
Issuer and the relevant Dealer.
The applicable Final Terms may provide that Notes may be
redeemable in two or more instalments of such amounts and on such
dates as are indicated in the applicable Final Terms.
8

Notes issued by CSG Finance Guernsey and CSG and having a
maturity of less than one year may be subject to restrictions on their
denomination and distribution, see ``Certain Restrictions--Notes issued
by CSG Finance Guernsey and CSG and having a maturity of less than
one year'' above.
Denomination of Notes: . . . . . .
The Notes will be issued in such denominations as may be agreed
between the relevant Issuer and the relevant Dealer save that the
minimum denomination of each Note will be such amount as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant
Specified Currency, see ``Certain Restrictions--Notes issued by CSG
Finance Guernsey and CSG and having a maturity of less than one year''
above, and save that the minimum denomination of each Note
admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the
European Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive will be
A1,000 (or, if the Notes are denominated in a currency other than
euro, the equivalent amount in such currency).
Taxation: . . . . . . . . . . . . . . . . .
All payments in respect of the Notes will be made by the relevant
Issuer (other than CSG or CS, acting through its Zurich head office)
without deduction for or on account of withholding taxes imposed by
any relevant Tax Jurisdiction as provided in Condition 9. In the event
that any such deduction is made, the relevant Issuer or, as the case
may be, the Guarantor will, save in certain limited circumstances
provided in Condition 9, be required to pay additional amounts to
cover the amounts so deducted. The relevant Issuers (other than CSG
or CS, acting through its Zurich head office) will issue Notes and
receive and use the proceeds of any issue of Notes exclusively outside
Switzerland.
In the case of Notes issued by CSG or CS, acting through its Zurich
head office, all payments of interest in respect of such Notes will be
made subject to Swiss withholding taxes (currently at a rate of 35 per
cent.) to the extent that such withholding is required by law. No
additional amounts shall be paid by CSG or CS, acting through its
Zurich head office in respect of any such withholding. The Swiss
withholding tax is usually refundable in full to a Swiss resident who or
which receives payments of interest if such resident was the beneficial
owner of the Notes at the time the payment was due and duly reports
the gross payments received on his personal tax return or, in the case
of a corporate entity, its income statement. The Swiss withholding tax
may be refunded in full or in part to a non-Swiss resident under the
terms and conditions of an applicable double taxation treaty.
Negative Pledge: . . . . . . . . . . . .
The terms of the Notes will not contain a negative pledge provision.
Cross Default: . . . . . . . . . . . . .
The terms of the Notes will not contain a cross default provision.
9

Status of the Senior Notes: . . . .
The Senior Notes will constitute direct, unconditional,
unsubordinated obligations of the relevant Issuer and will rank
pari passu with all other present or future unsecured and
unsubordinated obligations of the relevant Issuer and without any
preference among themselves, except for such preferences as are
provided by any mandatory applicable provision of law.
Subordination: . . . . . . . . . . . . .
Payments in respect of Lower Tier 2 Notes, Upper Tier 2 Notes and
Tier 1 Capital Notes will be subordinated as described in Condition 3.
The Guarantor's obligations under its guarantee of Lower Tier 2
Notes and Upper Tier 2 Notes issued by CSG Finance Guernsey will
be subordinated as described in Condition 4.
Guarantee: . . . . . . . . . . . . . . . .
Notes issued by CSG Finance Guernsey will be irrevocably and
unconditionally guaranteed by the Guarantor. The obligations of the
Guarantor under such guarantee in respect of Senior Notes will be
unconditional, unsecured and unsubordinated obligations of the
Guarantor and will rank pari passu with all other present or future
unsecured and unsubordinated obligations of the Guarantor, except
for such preferences as are provided by any mandatory applicable
provision of law. The obligations of the Guarantor under its guarantee
of Lower Tier 2 Notes will be unconditional, unsecured and
subordinated obligations of the Guarantor. The obligations of the
Guarantor under its guarantee of Upper Tier 2 Notes will be
unsecured and subordinated obligations of the Guarantor, conditional
upon the Guarantor being solvent at the time for payment, as
described in Condition 4.3.
Rating: . . . . . . . . . . . . . . . . . .
The Programme has been rated by Standard & Poor's Rating Services,
Moody's Investors Service Limited and Fitch Ratings Ltd. Tranches of
Notes issued under the Programme may be rated or unrated. Where a
Tranche is rated, such rating will be specified in the applicable Final
Terms. However, such rating will not necessarily be the same as the
rating assigned to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to
suspension, modification or withdrawal at any time by the assigning
rating agency.
Approval, Listing and
Admission to trading: . . . . . . . .
Application has been made to the CSSF to approve this document as
a base prospectus. Application has also been made to the Luxembourg
Stock Exchange for Notes issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's regulated
market and to be listed on the Official List of the Luxembourg Stock
Exchange.
In addition, application has been made to register the Programme on
the SIX Swiss Exchange, and application will be made to list Notes
issued under the Programme on the main segment of the SIX Swiss
Exchange.
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