Obligation Swiss Credit 0% ( XS1552714856 ) en GBP

Swiss Credit

100 % ▼

Suisse

XS1552714856 ( en GBP )

17/02/2023 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse XS1552714856 en GBP 0%, échue

1 GBP

4 217 500 GBP

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.

Une obligation spécifique émise par Credit Suisse, identifiée par le code ISIN XS1552714856, est récemment arrivée à échéance et a été intégralement remboursée à sa valeur nominale, l'émetteur de cette obligation étant Credit Suisse, une institution financière d'envergure mondiale historiquement basée en Suisse, reconnue pour ses activités diversifiées allant de la gestion de fortune à la banque d'investissement et de détail, ayant joué un rôle majeur sur les marchés financiers internationaux pendant de nombreuses décennies jusqu'à son acquisition par UBS ; cette obligation, de type zéro-coupon, se caractérisait par un taux d'intérêt de 0% et était libellée en Livres Sterling (GBP), représentant une taille totale d'émission de 4 217 500 GBP avec une taille minimale d'achat fixée à 1 unité, et bien que le pays d'émission fût la Suisse, sa date de maturité était précisément le 17 février 2023, date à laquelle le prix sur le marché s'est établi à 100% de sa valeur faciale, confirmant son remboursement à parité, la fréquence de paiement indiquée comme 1 se référant dans ce cas précis au versement unique du capital à maturité, conformément aux caractéristiques des obligations zéro-coupon.

Securities Note dated 8 July 2022

Credit Suisse AG
Securities Note comprising part of the Preference Share-Linked Securities
(Andrea Preference Share-Linked Securities) Base Prospectus
Pursuant to the Structured Products Programme for the issuance of Notes, Certificates and
Warrants
This Securities Note and the Base Prospectus
This document (this "Securities Note" or "Document") constitutes a securities note in respect of Securities issued
under the Structured Products Programme for the issuance of Notes, Certificates and Warrants (the
"Programme"), a securities note relating to Securities to be issued by Credit Suisse AG ("CS" or the "Issuer")
under the Programme. Investors should consult the section "How to use this Document" as a guide as to
which parts of this Securities Note are relevant for particular Securities.
The Securities Note shall be read in conjunction with the CS registration document dated 10 June 2022, as
supplemented from time to time, which has been approved by the Commission de Surveillance du Secteur Financier
("CSSF") and contains information in respect of CS (such registration document, as so supplemented, the
"Registration Document"). Together, the Registration Document and the Securities Note constitute a "base
prospectus" (the "Base Prospectus" or the "Preference Share-Linked Securities Base Prospectus") dated
the date hereof within the meaning of Article 8(6) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
in respect of all Securities (other than Exempt Securities) issued by CS.
The Registration Document and this Securities Note comprising the Base Prospectus may be supplemented from
time to time under the terms of the Prospectus Regulation. The Base Prospectus includes (i) any such supplements
from time to time and (ii) any documents incorporated by reference into each of the Registration Document and this
Securities Note comprising the Base Prospectus (see the sections "Documents Incorporated by Reference" in this
Securities Note and "Information Incorporated by Reference" in the Registration Document) and, in relation to any
particular Securities (other than Exempt Securities), the Base Prospectus should be read together with the "Final
Terms" document relating to those Securities.
In relation to Securities other than Exempt Securities, the Base Prospectus is valid for one year from the date of
approval of the Base Prospectus and is valid until 8 July 2023. The obligation to supplement the Base Prospectus
in accordance with Article 23 of the Prospectus Regulation in the event of significant new factors, material mistakes
or material inaccuracies does not apply when the Base Prospectus is no longer valid.
References in this Securities Note to "Exempt Securities" are to Securities for which no prospectus is required to
be published under the Prospectus Regulation. In relation to Exempt Securities issued by CS, the Securities Note
shall be read in conjunction with the Registration Document which documents, together with all documents
incorporated by reference therein, shall constitute the Base Prospectus in respect of Exempt Securities issued by
CS. The CSSF has neither approved nor reviewed information contained in this Securities Note in connection with
Exempt Securities.
Prospective investors should further take note that the Base Prospectus does not constitute a "prospectus" for the
purposes of Article 8 of the "UK Prospectus Regulation" (being EU Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")) and has been prepared on
the basis that no prospectus shall be required under the UK Prospectus Regulation for any Securities to be offered
and sold under it. The Base Prospectus has not been approved or reviewed by any regulator which is a competent
authority under the UK Prospectus Regulation in the United Kingdom (the "UK").
1

The Programme
The Base Prospectus is one of a number of base prospectuses and other offering documents under the Structured
Products Programme for the issuance of Notes, Certificates and Warrants (the "Programme") of Credit Suisse AG
and Credit Suisse International.
The Issuer
Securities issued under the Base Prospectus will be issued by Credit Suisse AG, acting through its London Branch,
Nassau Branch or Singapore Branch (the "Issuer"). The Registration Document contains information relating to the
business affairs and financial condition of the Issuer.
The Securities
Under the Base Prospectus, the Issuer may issue securities which are linked to certain preference shares (the
"Securities" or the "Preference Share-Linked Securities"). The terms and conditions of any particular issuance
of Securities will comprise:

the "General Terms and Conditions of Notes" at pages 77 to 126 of this Securities Note, together with
the "Additional Provisions" beginning at page 127 of this Securities Note, if specified to be applicable in
the relevant Issue Terms;

the economic or "payout" terms of the Securities set forth in the "Product Conditions" at pages 129 to
135 of this Securities Note which are specified to be applicable in the relevant Issue Terms; and

the issue specific details relating to such Securities as set forth in a separate "Issue Terms" document, as
described below.
The Preference Shares
The economic or "payout" terms of the Securities are linked to movements in certain preference shares (the
"Preference Shares"), which are in turn linked to one or more underlying asset(s) which may include shares
(including depositary receipts), equity indices, proprietary indices, commodities, FX rates, exchange traded funds or
inflation indices.
Issue Terms
"Issue Terms" means either (i) where the Securities are not Exempt Securities, the relevant Final Terms or (ii)
where the Securities are Exempt Securities, the relevant Pricing Supplement, in each case, as described below.
Final Terms
A separate "Final Terms" document will be prepared in respect of each issuance of Securities (other than Exempt
Securities) and will set out the specific details of the Securities. For example, the relevant Final Terms will specify
the issue date, the maturity date, the preference shares to which the Securities are linked and the applicable "Product
Conditions". The relevant Final Terms shall not replace or modify the "General Terms and Conditions of Notes" and
the "Product Conditions".
In addition, if required under the Prospectus Regulation, an issue-specific summary will be annexed to the relevant
Final Terms for each tranche of Securities (other than Exempt Securities), which will contain a summary of key
information relating to the Issuer, the Securities, the risks relating to the Issuer and the Securities, and other
information relating to the offer of the Securities.
In relation to any particular Securities (other than Exempt Securities), you should read the Base Prospectus (including
the documents which are incorporated by reference) together with the relevant Final Terms.
Pricing Supplement
A separate "Pricing Supplement" document will be prepared for each issuance of Exempt Securities and will set
out the specific details of the Securities. For example, the relevant Pricing Supplement will specify the issue date,
the maturity date, the preference shares to which the Securities are linked and the applicable "Product Conditions".
2

The relevant Pricing Supplement may replace or modify any of the "General Terms and Conditions of Notes" and
the "Product Conditions" to the extent so specified or to the extent inconsistent with the same.
In relation to any particular Exempt Securities, you should read the Base Prospectus (including the documents which
are incorporated by reference) together with the relevant Pricing Supplement.
EU Benchmark Regulation: Article 29(2) Statement on Benchmarks
Amounts payable under the Securities may be calculated by reference to one or more specific indices, rates or price
sources or a combination of indices, rates or price sources. Any such index, rate or price source may constitute a
benchmark for the purposes of Regulation (EU) 2016/1011 of the European Parliament and of the Council on
indices used as benchmarks in financial instruments and financial contracts or to measure the performance of
investment funds (the "EU Benchmark Regulation") In cases where amounts payable under Securities (other than
Exempt Securities) are calculated by reference to one or more such indices, rates or price sources, the relevant
Final Terms will specify:

the name of each index, rate or price source so referenced;

the legal name of the administrator of each such index, rate or price source; and

whether or not the legal name of the administrator of each such index, rate or price source appears on
the register (the "Benchmark Register") of administrators and benchmarks established and maintained
by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the EU Benchmark
Regulation at the date of the relevant Final Terms.
Not every index, rate or price source will fall within the scope of the EU Benchmark Regulation. Where an index,
rate or price source falls within the scope of the EU Benchmark Regulation, the transitional provisions in Article 51
or the provisions of Article 2 of the EU Benchmark Regulation may apply, such that the administrator of such index,
rate or price source is not at the date of the relevant Final Terms required to obtain authorisation/registration (or, if
located outside the European Union, recognition, endorsement or equivalence). However, in the case of Securities
which are not Exempt Securities and where the underlying asset is an index provided by the Issuer or an entity
belonging to the same group or if the index is provided by a legal entity or a natural person acting in association with
or on behalf of the Issuer, the relevant index administrator must be registered in the register maintained by ESMA
under Article 36 of the EU Benchmark Regulation.
The registration status of any administrator under the EU Benchmark Regulation is a matter of public record and,
save where required by applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any
change in the registration status of the administrator.
As of the date of this Securities Note (i) the following rates are provided by the administrators specified below, (ii)
none of the Federal Reserve Bank of New York, The European Central Bank or The Bank of Japan appears in the
Benchmark Register on the basis that the provisions of Article 2 of the EU Benchmark Regulation apply and (iii) SIX
Index AG appears in the Benchmark Register. Subject to any change in such position, the Final Terms will be
completed accordingly where such rates are referenced:
Rate
Legal name of administrator
The daily secured overnight financing rate (known as SOFR) The Federal Reserve Bank of New York
The daily euro short term rate (known as STR)
The European Central Bank
The Swiss Average Rate Overnight (known as SARON)
SIX Index AG
The daily Tokyo Overnight Average rate (known as TONA)
The Bank of Japan
3

Using the Base Prospectus in Switzerland
The Base Prospectus may be registered in Switzerland with SIX Exchange Regulation Ltd. as Reviewing Body of a
foreign prospectus, which will be deemed approved also in Switzerland pursuant to article 54 para. 2 of the Swiss
Federal Act on Financial Services ("Financial Services Act", "FinSA"), for inclusion in the list of approved
prospectuses pursuant to article 64 para 5 FinSA and deposited with such Reviewing Body and published pursuant
to article 64 FinSA.
The Securities do not constitute a collective investment scheme within the meaning of the Swiss Federal
Act on Collective Investment Schemes ("CISA"). Therefore, the Securities are not subject to
authorisation or supervision by the Swiss Financial Market Supervisory Authority FINMA ("FINMA").
Investors bear the Issuer risk. Potential for Discretionary Determinations by the Issuer and the
Calculation Agent under the Securities and by the Preference Share Issuer and the Preference Share
Calculation Agent under the Preference Shares.
Potential for Discretionary Determinations by the Issuer under the Securities
Under the terms and conditions of the Securities, following the occurrence of certain events outside of its control,
the Issuer or the Calculation Agent may determine in its discretion to take one or more of the actions available to it
in order to deal with the impact of such event on the Securities or the Issuer or both. It is possible that any such
discretionary determinations by the Issuer or the Calculation Agent could have a material adverse impact on the
value of and return on the Securities.
The terms and conditions of the Preference Shares (to which the Securities are linked) may also allow the Preference
Share Issuer or the Preference Share Calculation Agent to make certain discretionary determinations following the
occurrence of certain events outside of its control. It is possible that any such discretionary determinations by the
Preference Share Issuer or the Preference Share Calculation Agent could have a material adverse impact on the
value of the Preference Shares, and consequently, the value of and return on the Securities.
An overview of the potential for discretionary determinations by the Issuer and the Calculation Agent under the
Securities and by the Preference Share Issuer and the Preference Share Calculation Agent under the Preference
Shares is set forth in the section headed "Overview of the Potential for Discretionary Determinations" on pages 66
to 75 of this Securities Note.
Risk Factors
Investing in the Securities involves certain risks, including that you may lose some or all of your
investment in certain circumstances.
Before purchasing Securities, you should consider, in particular, "Risk Factors" at pages 15 to 53 of this Securities
Note and the risk factors set out in the Registration Document. You should ensure that you understand the nature
of the Securities and the extent of your exposure to risks and consider carefully, in the light of your own financial
circumstances, financial condition and investment objectives, all the information set forth in the Base Prospectus
and any document incorporated by reference therein.

4

Important Notices
IMPORTANT NOTICES
The Issuer may issue Securities under the Base Prospectus on the terms set out in this Securities Note and in the
relevant Issue Terms.
The relevant Issue Terms will specify whether the Issuer is issuing the Securities through its London Branch, its
Nassau Branch or its Singapore Branch. Investors should be aware that certain tax and regulatory consequences
may follow from issuing Securities through a particular branch, including whether payments on the Securities are
subject to withholding tax (see the section headed "Taxation" below). A branch located in a particular jurisdiction will
also be subject to certain regulatory requirements and rules, breach of which may result in regulatory sanction and,
possibly, investor claims. Investors should be aware that a branch is not a subsidiary and does not comprise a
separate legal entity and that, in respect of any Securities issued by the Issuer, obligations under such Securities
are those of the Issuer only, and investors' claims under such Securities are against the Issuer only, notwithstanding
the branch through which it will have issued such Securities.
Credit Suisse AG, Singapore Branch is licensed as a wholesale bank under the Banking Act 1970 of Singapore and
is subject to restrictions on the acceptance of deposits in Singapore dollars. The Securities do not constitute or
evidence a debt repayable by Credit Suisse AG, Singapore Branch on demand to the Securityholders and the value
of the Securities, if sold on the secondary market, is subject to market conditions prevailing at the time of the sale.
Please refer to the sections headed "General Terms and Conditions of Notes" and "Product Conditions" together
with the relevant Issue Terms for the terms and conditions under which the Securityholders may recover amounts
payable or deliverable to them on the Securities from the Issuer.
The final terms relevant to an issue of Securities will be set out in a Final Terms document (or, in the case of Exempt
Securities, a Pricing Supplement document). The relevant Final Terms shall not replace or modify the "General
Terms and Conditions of Notes" or the "Product Conditions". The relevant Final Terms will be provided to investors
and, where so required under the Prospectus Regulation, filed with the CSSF and the competent authority of any
other relevant Member State and made available, free of charge, to the public on the website of Credit Suisse
(https://derivative.credit-suisse.com).
In the case of Exempt Securities, the relevant Pricing Supplement may replace or modify any of the "General Terms
and Conditions of Notes" and the "Product Conditions" to the extent so specified or to the extent inconsistent with
the same. The relevant Pricing Supplement will be obtainable by a Securityholder holding one or more Exempt
Securities (and such Securityholder must produce evidence satisfactory to the Issuer as to its holding of such Exempt
Securities and identity) and/or may be available from any distributor upon request.
IMPORTANT EEA RETAIL INVESTORS
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Securities are not intended to be offered, sold or otherwise made available to and may not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU on Markets in Financial Instruments (as may be amended, varied or replaced from time to
time) ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as may be amended, varied or
replaced from time to time) (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014
(as may be amended, varied or replaced from time to time) (the "PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling such Securities or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to UK Retail Investors",
the Securities are not intended to be offered, sold or otherwise made available to and may not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law
5

Important Notices
by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as
it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
Notification under Section 309b(1)(C) of the Securities and Futures Act 2001 of Singapore, as modified
or amended from time to time (the "SFA")
Unless otherwise notified by the Issuer to the Dealers or unless otherwise stated in the Issue Terms in respect of
any Securities, the Issuer hereby notifies the Dealers that all Securities issued or to be issued under the Base
Prospectus shall be capital markets products other than prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Unless otherwise exempted under the Securities and Futures (Capital Markets Products) Regulations 2018, prior
to the offer of any Securities, the Issuer will provide written notice in accordance with section 309B(1)(c) of the SFA
to the Dealers if (a) there is any change in the classification of the Securities as capital markets products other than
prescribed capital markets products and Specified Investment Products or (b) there are any other dealers who are
not Dealer(s) at launch of the offering.
No Investment Advice
Prospective investors should have regard to the factors described under the sections headed "Risk Factors" in this
Securities Note and the Registration Document. The Issuer is acting solely in the capacity of an arm's length
contractual counterparty and not as an investor's financial adviser or fiduciary in any transaction. The purchase of
Securities involves substantial risks and an investment in Securities is only suitable for investors who (either alone
or in conjunction with an appropriate financial adviser) fully evaluate the risks and merits of such an investment in
the Securities and who have sufficient resources to be able to bear any losses that may result therefrom. Therefore,
before making an investment decision, prospective investors of Securities should ensure that they understand the
nature of the Securities and the extent of their exposure to risks and consider carefully, in the light of their own
financial circumstances, financial condition and investment objectives, all the information set forth in the Base
Prospectus and any document incorporated by reference therein. The Base Prospectus cannot disclose whether
the Securities are a suitable investment in relation to any investor's particular circumstances; therefore investors
should consult their own financial, tax, legal or other advisers if they consider it appropriate to do so and carefully
review and consider such an investment decision in the light of the information set forth in the Base Prospectus.
CREST Depository Interests
The Issuer gives notice that investors may hold indirect interests in certain Securities through CREST through the
issuance of dematerialised depository interests ("CDIs"). CDIs are independent securities (distinct from the
Securities issued by the Issuer) constituted under English law and transferred through CREST and will be issued by
CREST Depository Limited or any successor thereto pursuant to the global deed poll dated 25 June 2001 (as
subsequently modified, supplemented and/or restated). Please refer to the section headed "Clearing Arrangements"
for more information.
No other person is authorised to give information on the Securities
In connection with the issue and sale of the Securities, no person is authorised by the Issuer to give any information
or to make any representation not contained in the Base Prospectus and/or the relevant Issue Terms, and the Issuer
does not accept responsibility for any information or representation so given that is not contained within the Base
Prospectus and the relevant Issue Terms.
The distribution of the Base Prospectus is restricted
The distribution of the Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession the Base 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 Base Prospectus and other offering materials relating to the Securities, please
refer to the section headed "Selling Restrictions" in this Securities Note.
6

Important Notices
United States restrictions
The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities
Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from the registration requirements of the Securities Act and applicable state
securities laws. A further description of the restrictions on offers and sales of the Securities in the United States or
to U.S. persons and certain hedging restrictions is set out in the section headed "Selling Restrictions" in this
Securities Note.
Ratings
Each of S&P Global Ratings Europe Limited ("Standard & Poor's") and Moody's Deutschland GmbH ("Moody's")
are established in the European Union ("EU") and are registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"). Fitch Ratings Limited ("Fitch") is established in the UK and is registered in
accordance with Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK
CRA Regulation").
In general, EU regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory
purposes in the EEA, unless such ratings are issued by a credit rating agency established in the EEA and registered
under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional
provisions that apply in certain circumstances. Such general restriction will also apply in the case of credit ratings
issued by third country non-EEA credit rating agencies, unless the relevant credit ratings are endorsed by an EEA-
registered credit rating agency or the relevant third country rating agency is certified in accordance with the CRA
Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended,
subject to transitional provisions that apply in certain circumstances). The list of registered and certified rating
agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of
the status of the relevant rating agency included in such list, as there may be delays between certain supervisory
measures being taken against a relevant rating agency and the publication of the updated ESMA list.
Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As such, UK regulated
investors are required to use for UK regulatory purposes ratings issued by a credit rating agency established in the
UK and registered under the UK CRA Regulation. In the case of ratings issued by third country non-UK credit rating
agencies, third country credit ratings can either be: (a) endorsed by a UK registered credit rating agency; or (b)
issued by a third country credit rating agency that is certified in accordance with the UK CRA Regulation. Note this
is subject, in each case, to (a) the relevant UK registration, certification or endorsement, as the case may be, not
having been withdrawn or suspended, and (b) transitional provisions that apply in certain circumstances. In the case
of third country ratings, for a certain limited period of time, transitional relief accommodates continued use for
regulatory purposes in the UK, of existing pre-2021 ratings, provided the relevant conditions are satisfied.
If the status of the rating agency providing the rating changes for the purposes of the CRA Regulation or the UK
CRA Regulation, relevant regulated investors may no longer be able to use the rating for regulatory purposes in the
EEA or the UK, as applicable. The ratings issued by Fitch are endorsed by Fitch Ratings Ireland Limited ("Fitch
Ireland"). Fitch Ireland is established in the EEA and is registered under the CRA Regulation.
As such, each of Standard & Poor's, Moody's and Fitch Ireland is included in the list of credit rating agencies
published by the European Securities and Markets Authority ("ESMA") on its website (at
www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
The ratings issued by Standard & Poor's are endorsed by S&P Global Ratings UK Limited ("Standard & Poor's
UK") and the ratings issued by Moody's are endorsed by Moody's Investors Service Ltd. ("Moody's UK"). Standard
& Poor's UK and Moody's UK are established in the UK and are registered in accordance with the UK CRA
Regulation. As such, the ratings issued by Standard & Poor's and Moody's may be used for regulatory purposes in
the UK in accordance with the UK CRA Regulation.
Securities issued under the Base Prospectus may be rated or unrated by any one or more of the rating agencies
referred to above. Where a Tranche of Securities is rated, such rating will be disclosed in the applicable Issue Terms
and will not necessarily be the same as the rating assigned to the Issuer 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.
7

Important Notices
ISDA Definitions
Where any interest and/or other amount payable under the Securities is calculated by reference to an ISDA Rate,
investors should consult the Issuer if they require an explanation of such ISDA Rate. Investors should also consult
the Issuer or the distributor of the Securities as to how they may obtain or access a copy of the ISDA Definitions.

8

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................. 11
This section sets out a general description of the Programme under which Notes may be issued, including
a description of the type of Securities, general information relating to certain terms of Securities, the form
of the Securities and listing and admission to trading information ..................................................... 11
RISK FACTORS .................................................................................................................................... 15
This section sets out the principal risks the Issuer believes to be inherent in investing in the Securities 15
1.
Risks associated with Securities in case of insolvency of the Issuer and in connection with resolution
measures in respect of the Issuer (Risk Category 1) ................................................................... 15
2.
Risks in connection with the payment profile of the Securities (Risk Category 2) ........................... 16
3.
Risks in connection with termination and adjustment rights of the Issuer and/or the Calculation Agent
(Risk Category 3) .................................................................................................................... 16
4.
Risks related to Preference Share-Linked Securities and certain features (Risk Category 4) ........... 19
5.
Risks in connection with Preference Share Underlyings or Reference Rates (Risk Category 5) ....... 22
6.
Risks in connection with the purchase, holding and selling of Securities (Risk Category 6) ............. 46
HOW TO USE THIS DOCUMENT .......................................................................................................... 54
This section provides a guide as to which parts of this Document are relevant for particular Securities . 54
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 59
This section lists the documents incorporated by reference into this Securities Note, being documents
which include the Conditions of Notes and the Form of Final Terms, as applicable, for previous base
prospectuses. This section also details where certain other specified documents relating to the Securities
are made available for viewing ...................................................................................................... 59
USE OF PROCEEDS............................................................................................................................. 65
This section sets out how the Issuer will use the net proceeds from each issue of Securities .............. 65
OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS .......................................... 66
This sections sets out an overview of the types of events that could give rise to a discretionary
determination by the Issuer, the actions available to the Issuer to deal with the impact of such events and
the effect of such event and/or action taken by the Issuer .............................................................. 66
OVERVIEW OF PROVISIONS RELATING TO SECURITIES WHILE IN GLOBAL FORM ............................. 76
This section sets out an explanation of certain terms of the Notes while in global form and cleared through
a clearing system ........................................................................................................................ 76
TERMS AND CONDITIONS OF THE SECURITIES .................................................................................. 77
GENERAL TERMS AND CONDITIONS OF NOTES ...................................................................... 77
The General Terms and Conditions of the Notes set out the general terms and conditions relating to the
Notes. These are generic provisions which apply to all Notes ........................................................... 77
1.
Form, Denomination and Title ........................................................................................ 78
2.
Transfers of Registered Securities .................................................................................. 78
3.
Status .......................................................................................................................... 79
4.
Interest ........................................................................................................................ 80
5.
Redemption, Purchase and Options .............................................................................. 114
6.
Payments ................................................................................................................... 116
7.
Prescription ................................................................................................................ 119
8.
Events of Default ........................................................................................................ 119
9.
Meetings of Securityholders ......................................................................................... 120
10.
Modification ................................................................................................................ 120
11.
Substitution of the Issuer ............................................................................................. 120
12.
Taxation ..................................................................................................................... 121
13.
Further Issues ............................................................................................................. 121
14.
Notices ...................................................................................................................... 121
15.
Replacement of Certificates ......................................................................................... 121
16.
Calculations and Determinations ................................................................................... 122
17.
Third Parties ............................................................................................................... 122
18.
Miscellaneous Definitions ............................................................................................. 122
19.
Governing Law and Jurisdiction .................................................................................... 126
ADDITIONAL PROVISIONS ....................................................................................................... 127
This section sets out additional provisions which only apply to specific types of Notes ...................... 127
PRODUCT CONDITIONS .......................................................................................................... 129
The Product Conditions set out the economic or 'payout' terms of the Securities. Only certain of these
terms will apply to a relevant issue of Securities. The applicable Issue Terms will specify which of the
provisions apply to that issue of Securities ................................................................................... 129
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .................. 136
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This section sets out a summary description of the Preference Share Issuer and the Preference Shares
................................................................................................................................................ 136
FORM OF FINAL TERMS .................................................................................................................... 138
The Form of Final Terms is a template of the Final Terms document which will be completed with the
issue specific details of each issue of Securities which are not Exempt Securities. When completed, the
Final Terms should be read in conjunction with the relevant general terms and conditions of the Securities,
the relevant Additional Provisions and the relevant Product Conditions ............................................ 138
FORM OF PRICING SUPPLEMENT ..................................................................................................... 168
The Form of Pricing Supplement is a template of the Pricing Supplement document which will be
completed with the issue specific details of each issue of Securities which are Exempt Securities. When
completed, the Pricing Supplement should be read in conjunction with the relevant general terms and
conditions, the relevant Additional Provisions and the relevant Product Conditions ........................... 168
CLEARING ARRANGEMENTS ............................................................................................................. 187
This section sets out information relating to the clearing system(s) through which an issue of Securities
may be cleared .......................................................................................................................... 187
TAXATION .......................................................................................................................................... 189
This section sets out an overview of certain taxation considerations relating to the Securities ............ 189
OFFERS ............................................................................................................................................. 203
This section sets out information relating to offers and sales of Securities by Offerors, including information
relating to the amounts of the offer, the offer prices and withdrawal rights on publication of a supplement
................................................................................................................................................ 203
SELLING RESTRICTIONS ................................................................................................................... 204
This section sets out an overview of certain restrictions around who can purchase Securities in certain
jurisdictions ............................................................................................................................... 204
GENERAL INFORMATION ................................................................................................................... 210
This section sets out general information relating to the issue of Securities under the Base Prospectus
including information relating to listing and admission to trading, the persons responsible for the Securities
Note, the Issuer's consent to the use of the Base Prospectus, certain information relating to fungible
issues, information relating to documents available and clearing system information ......................... 210
INDEX OF DEFINED TERMS ............................................................................................................... 219
This section sets out a list of all capitalised terms used in the Securities Note which have a particular
definition ascribed to them together with the page number where that definition can be found .......... 219
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