Obligation Swiss Credit 3.88% ( XS1494485193 ) en USD

Swiss Credit

100 % ▲

Suisse

XS1494485193 ( en USD )

3.88% par an ( paiement annuel )

29/10/2036

Prospectus brochure de l'obligation Credit Suisse XS1494485193 en USD 3.88%, échéance 29/10/2036

1 000 000 USD

40 000 000 USD

31/10/2025 ( Dans 159 jours )

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 USD, avec le code ISIN XS1494485193, paye un coupon de 3.88% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/10/2036

SECURITIES NOTE
Credit Suisse AG, London Branch
USD 40,000,000 Callable Fixed Rate Notes due October 2036
(the "Notes" or the "Securities")
Series SPLB2016-1057
(ISIN: XS1494485193)
This document, the securities note, together with the registration document dated 30 March 2017 of
Credit Suisse AG (the "Original CS AG Registration Document") as supplemented by a supplement
dated 11 April 2017 and a supplement dated 10 May 2017 (collectively 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 the Prospectus is 20 June 2017

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ........................................................................................................................ 3
RISK FACTORS.................................................................................................................................... 4
SPECIFIC TERMS .............................................................................................................................. 10
GENERAL TERMS AND CONDITIONS OF NOTES.......................................................................... 15
OTHER INFORMATION...................................................................................................................... 39
OVERVIEW OF PROVISIONS RELATING TO NOTES WHILE IN GLOBAL FORM ........................ 40
TAXATION .......................................................................................................................................... 42
SELLING RESTRICTIONS ................................................................................................................. 53
GENERAL INFORMATION................................................................................................................. 56
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 the Prospectus, and neither the
Issuer nor the Dealer accepts responsibility for any information or representation so given that is not
contained in the Prospectus.
Not an offer to the public: The 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 the
Prospectus in any jurisdiction where any such action is required.
Restrictions on distribution: The distribution of the Prospectus and the offering of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession the 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 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 the 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 each of (a) pages
42 to 50 (pages 66 to 74 of the PDF) of the Annual Report 2016, which is attached as an exhibit to the
Form 20-F Dated 24 March 2017 (each as defined in the CS Registration Document) and (b) 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: Even though the Securities provide for scheduled redemption in full of the principal
amount of the Securities at maturity (or the early redemption date upon exercise of the Issuer's
option to early redeem), you will still 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. The Securities are not deposits and are not protected under any deposit
insurance or protection scheme. 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 the 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 42 to 50
(pages 66 to 74 of the PDF) of the Annual Report 2016, which is attached as an exhibit to the
Form 20-F Dated 24 March 2017 (each as defined 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
4

Risk Factors
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.
Swiss resolution proceedings and resolution planning in respect of CS and CSG
Pursuant to Swiss banking laws, FINMA has broad powers and discretion in the case of
resolution proceedings with respect to a Swiss bank, such as CS, and, since 1 January 2016, a
Swiss parent company of a financial group, such as CSG. These broad powers include the
power to cancel CS's or the CSG's outstanding equity, convert debt instruments and other
liabilities of CS or of the Group into equity and cancel such liabilities in whole or in part, and stay
(for a maximum of two business days) certain rights under contracts, as well as order protective
measures, including the deferment of payments, and institute liquidation proceedings. The
scope of such powers and discretion and the legal mechanisms that would be utilised are
subject to development and interpretation.
CSG is currently subject to resolution planning requirements in Switzerland, the United States
and the United Kingdom and may face similar requirements in other jurisdictions. If a resolution
plan is determined by the relevant authority to be inadequate, relevant regulations may allow
the authority to place limitations on the scope or size of CSG's business in that jurisdiction,
require CSG to hold higher amounts of capital or liquidity, require CSG to divest assets or
subsidiaries or to change CSG's legal structure or business to remove the relevant
impediments to resolution.
For a description of the current resolution regime under Swiss banking laws as it currently
applies to CS and CSG, see "Recent regulatory developments and proposals Switzerland" on
pages 27 to 29 (pages 51 to 53 of the PDF) of the Annual Report 2016, which is attached as an
exhibit to the Form 20-F Dated 24 March 2017 (each as defined in the CS AG Registration
Document) and "Regulatory framework Switzerland Resolution regime" on page 36 (page
60 of the PDF) of the Annual Report 2016, which is attached as an exhibit to the Form 20-F
Dated 24 March 2017 (each as defined in the CS AG Registration Document).
The UK's decision to leave the EU
On 23 June 2016, voters in the UK voted to leave the EU in a non-binding referendum. This
caused significant volatility in the financial markets, including substantial declines in global
stock prices and a steep devaluation of the British pound, although subsequently equity
markets returned to pre-referendum levels. A notification under Article 50 of the Rome Treaty
was made by the UK on 29 March 2017, following which, negotiations will commence on a
withdrawal agreement (Withdrawal Agreement). This process may include the renegotiation,
either during a transitional period or more permanently, of a number of regulatory and other
arrangements between the EU and the UK that directly impact our business. Credit Suisse
International is working to address the implications of the consequences of these changes and
to ensure operational continuity for our clients. Adverse changes to any of these arrangements,
and even uncertainty over potential changes during any period of negotiation, could potentially
impact our results in the UK or other markets we serve.
2.
Risks relating to the Securities
Loss of investment
Even though the Securities provide for scheduled repayment in full of the principal amount of
the Securities, 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.
5

Risk Factors
Limited liquidity and cancellation of Securities post-issuance
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. In certain cases,
where the relevant distributor may only confirm the amount or number of Securities sold to
investors after the Securities have been issued, the Issuer may cancel some of the Securities if
the amount or number of Securities subscribed for or purchased is less than the aggregate
nominal amount or number of Securities (as applicable) issued on the Issue Date. 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 a 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 or expiry of the Securities.
Over-issuance of Securities by the Issuer
As part of its issuing, market-making and/or trading arrangements, the Issuer may issue more
Securities than those which are to be subscribed or purchased by investors. The Issuer (or any
of its affiliates) may hold such Securities for the purpose of meeting any investor interest in the
future. Prospective investors in the Securities should therefore not regard the issue size of any
Series of Securities as indicative of the depth or liquidity of the market for such Series of
Securities, or of the demand for such Series of 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:
6

Risk Factors
(i)
the creditworthiness of the Issuer (whether actual or perceived), including actual or
anticipated downgrades in its credit rating;
(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 and return on 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"). However, Estonia has since stated that it will not participate.
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.
However, the FTT proposal remains subject to negotiation between participating Member
States. It may therefore be altered prior to any implementation, the timing of which remains
unclear. 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
7

Risk Factors
In certain circumstances (for example, (i) if the Issuer determines that its obligations under the
Securities have become unlawful or illegal, (ii) following an event of default, or (iii) if "Interest
and Currency Rate Additional Disruption Event" is specified to be applicable in the Specific
Terms and an Interest and Currency Rate Additional Disruption Event occurs) 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 on an optional early redemption date, the Securities will be redeemed at
par on such optional early 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 interest rate as
high as the interest rate or 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 interest rate on the Securities.
At those times, an investor generally would not be able to reinvest the redemption proceeds at
an effective interest rate as high as the interest rate on the Securities being redeemed.
No obligation to maintain listing
Investors should note that where the Securities are (i) listed or admitted to trading on a
regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments
(as amended) or (ii) listed on a market not regulated for such purpose, the Issuer will not be
obliged to maintain the listing of the Securities in certain circumstances, such as a change in
listing requirements.
Interest rate risks
As the Securities bear interest at a fixed rate, 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
8

Risk Factors
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.
9

Specific Terms
SPECIFIC TERMS
The terms and conditions of the Securities shall comprise the General Note Conditions, as set forth
below, and as completed and/or amended by these Specific Terms. Each reference in such General
Note Conditions to the "Pricing Supplement" shall be deemed to be deleted and replaced by the
"Specific Terms".
1.
Issuer:
Credit Suisse AG
Branch:
London Branch
2.
Series Number:
SPLB2016-1057
3.
Tranche Number:
Not Applicable
4.
Applicable General Terms General Note Conditions
and Conditions:
5.
Settlement Currency:
United States dollars ("USD")
6.
Institutional:
Applicable
7.
Aggregate Nominal Amount:
(i)
Series:
USD 40,000,000
(ii)
Tranche:
Not Applicable
8.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
9.
Specified Denomination:
USD 1,000,000
10.
Minimum
Transferable One Security (of the Specified Denomination) and, thereafter,
Number of Securities:
integral multiples of one Security (of the Specified
Denomination)
11.
Minimum Trading Lot:
Not Applicable
12.
Issue Date:
31 October 2016
13.
Maturity Date:
31 October 2036 (such date, prior to any adjustment, the
"Scheduled Maturity Date"), subject to adjustment in
accordance with the Business Day Convention
14.
Interest Basis:
Fixed Rate
15.
Premium Basis:
Not Applicable
16.
Redemption/Payment Basis:
Redemption at par
17.
Put/Call Options:
Call
PROVISIONS RELATING TO INTEREST AND PREMIUM
18.
Fixed
Rate
Provisions Applicable
(General Note Condition 4):
(i)
Rate(s) of Interest:
3.88 per cent. per annum
(ii)
Interest
31 October 2016
Commencement Date:
10