Obligation Swiss Credit [London Branch] 3.25% ( XS1152203730 ) en NOK

Swiss Credit [London Branch]

100 % ▼

Suisse

XS1152203730 ( en NOK )

3.25% par an ( paiement annuel )

17/12/2026

Prospectus brochure de l'obligation Credit Suisse [London Branch] XS1152203730 en NOK 3.25%, échéance 17/12/2026

1 000 000 NOK

1 300 000 000 NOK

17/12/2026 ( Dans 257 jours )

Credit Suisse [London Branch] est une succursale du groupe bancaire suisse Credit Suisse, réglementée par la Financial Conduct Authority (FCA) du Royaume-Uni et offrant une gamme de services financiers aux clients institutionnels et privés au Royaume-Uni et au-delà.

L'Obligation émise par Swiss Credit [London Branch] ( Suisse ) , en NOK, avec le code ISIN XS1152203730, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/12/2026

BASE PROSPECTUS

Credit Suisse AG
(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)
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 Euro Medium Term Note Programme (the Programme), each of Credit Suisse AG, acting through its
Zurich head office or a designated branch (CS), Credit Suisse Group Finance (Guernsey) Limited (CSG Finance Guernsey)
and Credit Suisse Group AG (CSG), 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).
The payments of all amounts due in respect of the Notes issued by CSG Finance Guernsey (Guaranteed Notes) will
be unconditionally and irrevocably guaranteed by Credit Suisse Group AG (in such capacity, the Guarantor).
Notes may be issued in bearer, registered or uncertificated form (respectively Bearer Notes, Registered Notes and
Uncertificated Notes).
The Notes may be issued on a continuing basis to 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. 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 Issuers in accordance with Article
7(7) of the Luxembourg Act. 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. The Luxembourg Stock
Exchange's Regulated Market is a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial
Instruments. Application has also been made for the Notes issued under the Programme 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). The CSSF is not the competent authority to approve this document in relation to the Swiss
Global Notes and the Swiss Uncertificated Notes (as defined herein).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined under ``Terms and Conditions of the
Notes``) of Notes will be set out in the final terms (the Final Terms) which, with respect to Notes to be listed on the Official List
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. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock
Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu)
The Programme provides that Notes may be listed 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.
CS has, and issues of Notes by CS under the Programme having a maturity of one year or more have, been rated A
by Standard & Poor's Credit Market Services Europe Limited (S&P), A by Fitch Ratings Ltd. (Fitch) and A1 by Moody's
Investors Service, Inc. (Moody's Inc). CSG has, and issues of Notes by CSG or of Guaranteed Notes under the Programme
having in each case a maturity of one year or more have, been rated A- by S&P, A by Fitch and A2 by Moody's Inc. Each of
S&P and Fitch is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the
CRA Regulation). Moody's Inc is not established in the European Union and has not applied for registration under the CRA
Regulation. In general, and subject to certain exceptions (including the exception outlined below), European 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 European Union and registered under the CRA Regulation unless the rating is provided by a credit rating
agency operating in the European Union before 7th June 2010 which has submitted an application for registration in
accordance with the CRA Regulation and such registration is not refused.
Subject to the fulfilment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency
established in the European Union and registered in accordance with the CRA Regulation (an EU CRA) may endorse (for
regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating
activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating
agencies belonging to the same group (a non-EU CRA); and (ii) the EU CRA has verified and is able to demonstrate on an
ongoing basis to ESMA that the conduct of the credit rating activities by the non-EU CRA resulting in the issuing of the credit
rating to be endorsed fulfils requirements which are "at least as stringent as" the requirements of the CRA Regulation.
Commission Implementing Decision 2012/628/EU provides that the United States legal and supervisory framework for credit
rating agencies shall be considered as equivalent to the requirements of the CRA Regulation. Moody's Investors Service
Limited (which has been registered under the CRA Regulation and appears on the list of registered credit rating agencies on
ESMA's website - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) currently endorses credit ratings issued
by Moody's Inc for regulatory purposes in the European Union. There can be no assurance that Moody's Investors Service
Limited will continue to endorse credit ratings issued by Moody's Inc.
Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to
above. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily
be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Credit Suisse
The date of this Base Prospectus is 15th May 2014.

2

This Base Prospectus comprises a base prospectus in relation to each Issuer and the Guarantor
for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments
made by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member
State of the European Economic Area) (the Prospectus Directive) and for the purposes of the Luxembourg
Act.
The Issuers and the Guarantor accept responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of
the knowledge of the 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 by reference and form
part of this Base Prospectus.
Investors should consult the Issuer should they wish to obtain further information in respect of
the operation of any provision in the Terms and Conditions that references the 2006 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc., and as amended and updated as
at the Issue Date of the first Tranche of the Notes of the relevant Series).
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
by reference 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.
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.
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

3

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.
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This Base
Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes in each Member State in
relation to which the relevant Issuer has given its consent, as specified in the applicable Final Terms (each
specified Member State a Non-exempt Jurisdiction and together the Non-exempt Jurisdictions). Any person
making or intending to make a Non-exempt Offer of Notes on the basis of this Base Prospectus must do so only
with the relevant Issuer's consent to the use of this Base Prospectus as provided under "Consent given in
accordance with Article 3.2 of the Prospectus Directive" and provided such person complies with the conditions
attached to that consent.
Save as provided above, none of the Issuers, the Guarantor nor any Dealer has authorised, nor do they
authorise, the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for an
Issuer, the Guarantor or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive
In the context of a Non-exempt Offer of such Notes, the relevant Issuer and, in the case of Guaranteed
Notes, the Guarantor accept responsibility, in each of the Non-exempt Jurisdictions, for the content of this Base
Prospectus in relation to any person (an Investor) who purchases any Notes in a Non-exempt Offer made by a
Dealer or an Authorised Offeror (as defined below), where that offer is made during the Offer Period specified
in the applicable Final Terms and provided that the conditions attached to the giving of consent for the use of
this Base Prospectus are complied with. The consent and conditions attached to it are set out under "Consent"
and "Common Conditions to Consent" below.
None of the Issuers, the Guarantor or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities law
requirements in relation to any Non-exempt Offer and none of the relevant Issuer, the Guarantor (in the case of
Guaranteed Notes) or any Dealer has any responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, none of the Issuers, the
Guarantor nor any Dealer has authorised the making of any Non-exempt Offer by any offeror and the
Issuers and the Guarantor have not consented to the use of this Base Prospectus by any other person in
connection with any Non-exempt Offer of Notes. Any Non-exempt Offer made without the consent of the
Issuers and the Guarantor is unauthorised and none of the Issuers, the Guarantor nor any Dealer accepts
any responsibility or liability for the actions of the persons making any such unauthorised offer. If, in the
context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the
Investor should check with that person whether anyone is responsible for this Base Prospectus for the purposes
of the relevant Non-exempt Offer and, if so, who that person is. If the Investor is in any doubt about whether it
can rely on this Base Prospectus and/or who is responsible for its contents it should take legal advice.
Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
Specific consent
(a)
each of the relevant Issuer and, in the case of Guaranteed Notes, the Guarantor consents to the use of
this Base Prospectus (as supplemented as at the relevant time, if applicable) in connection with a Non-
exempt Offer of such Notes during the relevant Offer Period stated in the applicable Final Terms by:
(i)
the relevant Dealer(s) or Manager(s) stated in the applicable Final Terms;

4

(ii)
any financial intermediaries specified in the applicable Final Terms;
(iii)
any other financial intermediary appointed after the date of the applicable Final Terms and
whose name is published on the website of CS and CSG (www.credit-suisse.com) and
identified as an Authorised Offeror in respect of the relevant Non-exempt Offer; and
General consent
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", each
of the relevant Issuer and, in the case of Guaranteed Notes, the Guarantor hereby offers to grant its
consent to the use of this Base Prospectus (as supplemented as at the relevant time, if applicable) in
connection with a Non-exempt Offer of Notes during the relevant Offer Period stated in the applicable
Final Terms by any other financial intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts the relevant Issuer's offer to grant consent to the use of this Base Prospectus by
publishing on its website the following statement (with the information in square brackets
completed with the relevant information) (the Acceptance Statement):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes] (the
Notes) described in the Final Terms dated [insert date] (the Final Terms) published by [insert relevant
Issuer] (the Issuer). In consideration of the Issuer [and the Guarantor] offering to grant [its/their]
consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer
of the Notes in [[the United Kingdom] [and] [the Netherlands] [and] [Ireland] [and] [Luxembourg]]
during the Offer Period and subject to the other conditions to such consent, each as specified in the
Base Prospectus, we hereby accept the offer by the Issuer [and the Guarantor] in accordance with the
Authorised Offeror Terms (as specified in the Base Prospectus) and we are using the Base prospectus
accordingly."
The Authorised Offeror Terms, being the terms to which the relevant financial intermediary agrees in
connection with the use of this Base Prospectus, are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of the relevant Issuer, the
Guarantor (in the case of Guaranteed Notes) and the relevant Dealer that it will, at all times in
connection with the relevant Non-exempt Offer:
I.
act in accordance with, and be solely responsible for complying with, all applicable laws,
rules, regulations and guidance of any applicable regulatory bodies (the Rules) from time to
time including, without limitation and in each case, Rules relating to both the appropriateness
or suitability of any investment in the Notes by any person and disclosure to any potential
Investor;
II.
comply with the restrictions set out under "Subscription and Sale" in this Base Prospectus
which would apply as if it were a Dealer;
III.
ensure that any fee (and any other commissions or benefits of any kind) received or paid by
that financial intermediary in relation to the offer or sale of the Notes does not violate the
Rules and, to the extent required by the Rules, is fully and clearly disclosed to Investors or
potential Investors;
IV.
hold all licences, consents, approvals and permissions required in connection with solicitation
of interest in, or offers or sales of, the Notes under the Rules;
V.
comply with applicable anti-money laundering, anti-bribery, anti-corruption and "know your
client" Rules (including, without limitation, taking appropriate steps, in compliance with such
Rules, to establish and document the identity of each potential Investor prior to initial
investment in any Notes by the Investor), and will not permit any application for Notes in
circumstances where the financial intermediary has any suspicions as to the source of the
application monies;

5

VI.
retain Investor identification records for at least the minimum period required under applicable
Rules, and shall, if so requested and to the extent permitted by the Rules, make such records
available to the relevant Dealer, the relevant Issuer and the Guarantor (in the case of
Guaranteed Notes) or directly to the appropriate authorities with jurisdiction over the relevant
Issuer, the Guarantor (in the case of Guaranteed Notes) and/or the relevant Dealer in order to
enable the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and/or the relevant
Dealer to comply with anti-money laundering, anti-bribery, anti-corruption and "`know your
client"' Rules applying to the relevant Issuer, the Guarantor (in the case of Guaranteed Notes)
and/or the relevant Dealer;
VII.
ensure that it does not, directly or indirectly, cause the relevant Issuer, the Guarantor (in the
case of Guaranteed Notes) or the relevant Dealer to breach any Rule or subject the relevant
Issuer, the Guarantor (in the case of Guaranteed Notes) or the relevant Dealer to any
requirement to obtain or make any filing, authorisation or consent in any jurisdiction;
VIII.
immediately inform the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and
the relevant Dealer if at any time it becomes aware or suspects that it is or may be in violation
of any Rules and take all appropriate steps to remedy such violation and comply with such
Rules in all respects;
IX.
comply with the conditions to the consent referred to under "Common conditions to consent"
below and any further requirements or other Authorised Offeror Terms relevant to the Non-
exempt Offer as specified in the applicable Final Terms;
X.
make available to each potential Investor in the Notes this Base Prospectus (as supplemented
as at the relevant time, if applicable), the applicable Final Terms and any applicable
information booklet provided by the relevant Issuer and/or the Guarantor (in the case of
Guaranteed Notes) for such purpose, and not convey or publish any information that is not
contained in or entirely consistent with the Base Prospectus and the applicable Final Terms;
XI.
if it conveys or publishes any communication (other than this Base Prospectus or any other
materials provided to such financial intermediary by or on behalf of the relevant Issuer and/or
the Guarantor (in the case of Guaranteed Notes) for the purposes of the relevant Non-exempt
Offer) in connection with the relevant Non-exempt Offer, it will ensure that such
communication (A) is fair, clear and not misleading and complies with the Rules, (B) states
that such financial intermediary has provided such communication independently of the
relevant Issuer and the Guarantor (in the case of Guaranteed Notes), that such financial
intermediary is solely responsible for such communication and that none of the relevant
Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer accepts any
responsibility for such communication and (C) does not, without the prior written consent of
the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or the relevant Dealer (as
applicable), use the legal or publicity names of the relevant Issuer, the Guarantor (in the case
of Guaranteed Notes) or the relevant Dealer or any other name, brand or logo registered by an
entity within their respective groups or any material over which any such entity retains a
proprietary interest, except to describe the relevant Issuer as issuer of the relevant Notes and,
in the case of Guaranteed Notes, the Guarantor as guarantor of the relevant Guaranteed Notes
on the basis set out in this Base Prospectus;
XII.
ensure that no holder of Notes or potential Investor in Notes shall become an indirect or direct
client of the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or the relevant
Dealer for the purposes of any applicable Rules from time to time, and to the extent that any
client obligations are created by the relevant financial intermediary under any applicable
Rules, then such financial intermediary shall perform any such obligations so arising;
XIII.
co-operate with the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the
relevant Dealer in providing such information (including, without limitation, documents and
records maintained pursuant to paragraph (VI) above) upon written request from the relevant
Issuer, the Guarantor (in the case of Guaranteed Notes) or the relevant Dealer as is available to
such financial intermediary or which is within its power and control from time to time,
together with such further assistance as is reasonably requested by the relevant Issuer, the
Guarantor (in the case of Guaranteed Notes) or the relevant Dealer:

6

(i)
in connection with any request or investigation by any regulator in relation to the
Notes, the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or the
relevant Dealer; and/or
(ii)
in connection with any complaints received by the relevant Issuer, the Guarantor (in
the case of Guaranteed Notes) and/or the relevant Dealer relating to the relevant
Issuer, the Guarantor (in the case of Guaranteed Notes) and/or the relevant Dealer or
another Authorised Offeror including, without limitation, complaints as defined in
rules published by any regulator of competent jurisdiction from time to time; and/or
(iii)
which the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or the
relevant Dealer may reasonably require from time to time in relation to the Notes
and/or as to allow the relevant Issuer, the Guarantor (in the case of Guaranteed
Notes) or the relevant Dealer fully to comply with its own legal, tax and regulatory
requirements,
in each case, as soon as is reasonably practicable and, in any event, within any time frame set
by any such regulator or regulatory process;
XIV.
during the period of the initial offering of the Notes: (i) only sell the Notes at the Issue Price
specified in the applicable Final Terms (unless otherwise agreed with the relevant Dealer); (ii)
only sell the Notes for settlement on the Issue Date specified in the applicable Final Terms;
(iii) not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer); (iv)
not pay any fee or remuneration or commissions or benefits to any third parties in relation to
the offering or sale of the Notes (unless otherwise agreed with the relevant Dealer); and (v)
comply with such other rules of conduct as may be reasonably required and specified by the
relevant Dealer;
XIV.
either (i) obtain from each potential Investor an executed application for the Notes, or (ii) keep
a record of all requests such financial intermediary (x) makes for its discretionary
management clients, (y) receives from its advisory clients and (z) receives from its execution-
only clients, in each case prior to making any order for the Notes on their behalf, and in each
case maintain the same on its files for so long as is required by any applicable Rules; and
(B)
agrees and undertakes to indemnify each of the relevant Issuer, the Guarantor (in the case of
Guaranteed Notes) and the relevant Dealer (in each case on behalf of such entity and its respective
directors, officers, employees, agents, affiliates and controlling persons) against any losses, liabilities,
costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and
any defence raised thereto and counsel's fees and disbursements associated with any such investigation
or defence) which any of them may incur or which may be made against any of them arising out of or
in relation to, or in connection with, any breach of any of the foregoing agreements, representations,
warranties or undertakings by such financial intermediary, including (without limitation) any
unauthorised action by such financial intermediary or failure by such financial intermediary to observe
any of the above restrictions or requirements or the making by such financial intermediary of any
unauthorised representation or the giving or use by it of any information which has not been authorised
for such purposes by the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or the
relevant Dealer; and
(C)
agrees and accepts that:
I.
the contract between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and
the financial intermediary formed upon acceptance by the financial intermediary of the offer
by the relevant Issuer and the Guarantor (in the case of Guaranteed Notes) to use this Base
Prospectus with the consent the relevant Issuer and the Guarantor (in the case of Guaranteed
Notes) in connection with the relevant Non-exempt Offer (the Authorised Offeror
Contract), and any non-contractual obligations arising out of or in connection with the
Authorised Offeror Contract, shall be governed by, and construed in accordance with, English
law;
II.
subject to (IV) below, the English courts have exclusive jurisdiction to settle any dispute
arising out of or in connection with the Authorised Offeror Contract (including any dispute
relating to any non-contractual obligations arising out of or in connection with the Authorised

7

Offeror Contract) (a Dispute) and the relevant Issuer, the Guarantor (in the case of
Guaranteed Notes) and the financial intermediary submit to the exclusive jurisdiction of the
English courts;
III.
for the purposes of (C)(II) and (IV), the financial intermediary waives any objection to the
English courts on the grounds that they are an inconvenient or inappropriate forum to settle
any dispute;
IV.
to the extent allowed by law, the Issuer, the Guarantor (in the case of Guaranteed Notes) and
each relevant Dealer may, in respect of any Dispute or Disputes, take (i) proceedings in any
other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions;
and
V.
each relevant Dealer will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be
entitled to enforce those provisions of the Authorised Offeror Contract which are, or are
expressed to be, for their benefit, including the agreements, representations, warranties,
undertakings and indemnity given by the financial intermediary pursuant to the Authorised
Offeror Terms.

The financial intermediaries referred to in paragraphs (a)(ii), (a)(iii) and (b) above are together the
Authorised Offerors and each an Authorised Offeror.
Any Authorised Offeror falling within (b) above who meets the conditions set out in (b) and the
other conditions stated in "Common Conditions to Consent" below and who wishes to use this Base
Prospectus in connection with a Non-exempt Offer is required, for the duration of the relevant Offer
Period, to publish on its website the Acceptance Statement.
Common Conditions to Consent
The conditions to the consent to the use of this Base Prospectus in the context of the relevant Non-
exempt Offer are (in addition to the conditions described in paragraph (b) above if Part B of the applicable Final
Terms specifies "General Consent" as "Applicable") that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms; and
(ii)
only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche of
Notes in one or more of the United Kingdom, the Netherlands, Ireland and Luxembourg, as specified in
the applicable Final Terms.
The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the date of this
Base Prospectus.
The only relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any relevant Member States are so specified) as indicated in (ii) above, will be the
United Kingdom, the Netherlands, Ireland and Luxembourg, and accordingly each Tranche of Notes may only
be offered to Investors as part of a Non-exempt Offer in the United Kingdom, the Netherlands, Ireland and
Luxembourg, as specified in the applicable Final Terms, as specified in the applicable Final Terms, or otherwise
in circumstances in which no obligation arises for the Issuer, the Guarantor (in the case of Guaranteed Notes) or
any Dealer to publish or supplement a prospectus for such offer. Note that Member States where non-exempt
offers are expected to be made must be set out in the Base Prospectus
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES IN A NON-
EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES
OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN
SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN
RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE ISSUER WILL
NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION
WITH THE NON-EXEMPT OFFER OR SALE OF THE NOTES CONCERNED AND,
ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN
SUCH INFORMATION. THE RELEVANT INFORMATION WILL BE PROVIDED BY THE

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AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER. NONE OF THE ISSUERS, THE
GUARANTOR AND ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO AN
INVESTOR IN RESPECT OF THE INFORMATION DESCRIBED ABOVE.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
AND OFFERS OF NOTES GENERALLY
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, Australia, Singapore, Canada and Japan, see "Subscription and Sale".
There is no specific category of potential investor to which the Notes may be offered. Instead, the
investors to which any such Non-exempt Offer is made are all those investors in each Non-exempt
Jurisdiction to which that Non-exempt Offer is made by a Dealer or an Authorised Offeror.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
PRESENTATION OF INFORMATION

9

In this Base Prospectus, all references:

U.S. dollars, USD, U.S.$ and $ refer to United States dollars;

francs or CHF refer to Swiss francs;

Sterling and £ refer to pounds sterling; and

euro and refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the functioning of the European Union, as amended.

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