Credit Suisse International

(registered as an unlimited liability company in England and Wales under No. 2500199)

Principal Protected Securities and Non-Principal Protected Securities (Base Prospectus BPCSI-1) (Call Options and Put Options)

Pursuant to the Structured Products Programme

Under this Base Prospectus, Credit Suisse International (the “ Issuer ”) may issue Securities (“ Securities ”) on the terms set out herein and in the relevant Final Terms.

This document constitutes a base prospectus (the “ Base Prospectus ”) prepared for the purposes of Article 5.4 of Directive 2003/71/EC (the “ Prospectus Directive ”). The Base Prospectus contains information relating to the Securities. The Base Prospectus shall be read in conjunction with the documents incorporated herein by reference (see the section entitled “Documents Incorporated by Reference”).

This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the “ UK Listing Authority ”) for the purposes of the Prospectus Directive.

The Issuer has requested the UK Listing Authority to provide the competent authorities for the purposes of the Prospectus Directive in Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Norway, Spain and Sweden with a certificate of approval in accordance with Article 18 of the Prospectus Directive attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive.

The final terms relevant to an issue of Securities will be set out in a final terms document (the “ Final Terms ”) which will be provided to investors and, in the case of issues for which a prospectus is required under the Prospectus Directive, filed with the Financial Services Authority and made available, free of charge, to the public at the registered office of the Issuer and at the offices of the relevant Distributors and Paying Agents.

The relevant Final Terms in respect of an issue of Securities will specify if an application will be made for such Securities to be listed on and admitted to trading on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Otherwise no application will be made for the Securities to be admitted to trading on any such regulated or equivalent market.

Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus.

Any person (an “ Investor ”) intending to acquire or acquiring any Securities from any person (an “ Offeror ”) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (“ FSMA ”), the Issuer may only be responsible to the Investor for this Base Prospectus under section 90 of FSMA if the Issuer has authorised the Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not so authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, 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. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in this Base Prospectus or the relevant Final Terms, it will be the responsibility of the relevant Offeror at the time of such offer to provide the Investor with such information . This does not affect any responsibility which the Issuer may otherwise have under applicable laws.

Base Prospectus dated 21 February 2008

This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the purpose of giving information with regard to the Issuer and the Securities which, according to the particular nature of the Issuer and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the rights attached to the Securities.

The previous paragraph should be read in conjunction with paragraph 8 on the first page of this Base Prospectus.

The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The delivery of this document at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

The Issuer will not be providing any post issuance information in relation to the Securities.

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 Base Prospectus or the relevant Final Terms, and the Issuer does not accept responsibility for any information or representation so given that is not contained in with the Base Prospectus. Neither the Base Prospectus nor any Final Terms may be used for the purposes of an 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 Base Prospectus or any Final Terms in any jurisdiction where any such action is required except as specified herein.

The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, such restrictions.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act ”) and may be subject to U.S. tax law requirements. Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set out under “Selling Restrictions” in the Principal Base Prospectus.

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TABLE OF CONTENTS

Page

SUMMARY ...... 4

DOCUMENTS INCORPORATED BY REFERENCE...... 8

RISK FACTORS ...... 10

TERMS AND CONDITIONS ...... 11

TAXATION...... 13

ADDITIONAL SELLING RESTRICTION...... 32

FORM OF FINAL TERMS...... 33

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SUMMARY

This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Securities should be based on a consideration of the Base Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuer in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the information contained in this Base Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.

Description of the Issuer

Credit Suisse International (the “ Issuer ”) is incorporated in England and Wales under the Companies Act 1985, with registered no. 2500199 as an unlimited liability company. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. The Issuer is an English bank and is authorised and regulated as an EU credit institution by The Financial Services Authority (“ FSA ”) under the Financial Services and Markets Act 2000. The FSA has issued a scope of permission notice authorising the Issuer to carry out specified regulated investment activities.

The Issuer is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of the Issuer in the event of its liquidation. The joint, several and unlimited liability of the shareholders of the Issuer to meet any insufficiency in the assets of the Issuer will only apply upon liquidation of the Issuer. Therefore, prior to any liquidation of the Issuer, holders of the Securities may only have recourse to the assets of the Issuer and not to those of its shareholders. Its shareholders are Credit Suisse Group, Credit Suisse and Credit Suisse (International) Holding AG.

The Issuer commenced business on 16 July 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange, commodities and credit. The primary objective of the Issuer is to provide comprehensive treasury and risk management derivative product services worldwide. The Issuer has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets.

Description of the Securities

The Securities are either principal-protected or non-principal protected securities (as specified in the Final Terms). The minimum amount payable on maturity of non-principal protected Securities will be the percentage of the nominal amount specified in the Final Terms which will be less than 100 per cent. and may be zero. The Securities will be issued by the Issuer and mature or (in the case of Warrants) expire on the date specified in the Final Terms. They may be Notes, Certificates or Warrants. The amount which will be paid to the investor at maturity or (in the case of Warrants) following their exercise, in addition (in the case of principal-protected Securities) to the principal amount, is linked to the performance of one or more Underlying Assets specified in the Final Terms. If so specified in the Final Terms, interest and/or premium will be payable as specified therein. Otherwise no interest or premium is payable.

Unless the Final Terms specify that the Issuer has a call option in respect of the Securities, the Securities may only be redeemed before the maturity date for reasons of (in the case of Notes) default by the Issuer or (in any case) the illegality of the Issuer’s payment obligations or its hedging arrangements or following

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certain events in relation to Underlying Assets. If such a call option is specified, the Issuer may redeem some or all of the Securities on the dates and at the amounts specified in the Final Terms.

Application will, if so specified in the Final Terms, be made to list the Securities on the stock exchange(s) specified in the Final Terms.

Return at Maturity

When the Securities mature or (in the case of Warrants) are exercised, investors will receive a redemption amount or (in the case of Warrants) a settlement amount equal to (i) (in the case of principal- protected Securities) 100 per cent. of the principal amount or (in the case of non-principal protected Securities) a lesser percentage (which may be zero) as specified in the Final Terms and (ii) an amount calculated as the principal amount multiplied by the “ Return ” as explained below. Warrants will generally be non-principal protected. If so specified in the Final Terms the redemption amount or settlement amount will be subject to a maximum amount as specified therein.

“Return ” means the Payoff multiplied by the Participation which will be a percentage which, if not specified in the Final Terms, will be set based on market conditions on the Initial Setting Date, subject to a minimum of the Minimum Participation specified in the Final Terms. In such event the Final Terms will contain an indicative percentage.

If the Payoff is zero or negative then, at maturity or (in the case of Warrants) following their exercise, the investor will only receive (in the case of principal-protected Securities) 100 per cent. of the principal amount or (in the case of non-principal protected Securities) the percentage of the principal amount which is protected (which may be zero).

The Payoff shall be a percentage equal to the greater of the Minimum Coupon (which may be zero) and the Performance. For each Underlying Asset the “ Underlying Performance ” (which may be positive or negative) is calculated as

(i) (in the case of Call Option Securities) the Final Level of that Underlying Asset minus a specified percentage of its Initial Level; and

(ii) (in the case of Put Option Securities) a specified percentage of the Initial Level of that Underlying Asset minus its Final Level,

in each case, expressed as a fraction of such Initial Level.

The “ Initial Level ” for an Underlying Asset is the Level for that Underlying Asset on the Initial Setting Date or, if there are Initial Averaging Dates, the average of the Levels for that Underlying Asset on each of the Initial Averaging Dates. The “ Final Level ” for an Underlying Asset is the Level for that Underlying Asset on the Observation Date or, if there is more than one Observation Date, the average of the Levels for that Underlying Asset on each of the Observation Dates. The “ Level ” of an Underlying Asset is its prevailing level or price.

The Underlying Performance for each Underlying Asset is then multiplied by the Weighting for the relevant Underlying Asset. The resultant figures are added together to give the “ Performance ”.

The Minimum Coupon (if any) will be specified in the Final Terms.

Thus Call Option Securities benefit from increases in the Levels of Underlying Assets and Put Option Securities benefit from decreases in such Levels.

“Weighting ” means, in respect of each Underlying Asset, the percentage weighting specified in the Final Terms.

“Initial Setting Date ” means the date so specified in the Final Terms.

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“Initial Averaging Dates” means the dates so specified in the Final Terms.

“Observation Date ” means each of the dates so specified in the Final Terms.

The terms and conditions of the Securities contain provisions dealing with non-business days, disruptions and adjustments that may affect each Underlying Asset and the Levels and the timing and calculations of payments under the Securities.

Risk Factors

If the Performance is zero or negative then, at the maturity, the investors will only receive, in the case of principal protected Securities, 100 per cent. of the principal amount (which may be less than the issue price in which event investors will lose part of their investment) or, in the case of non-principal protected Securities, the percentage of the principal amount which is protected (in which event investors will lose all or part of their investment, depending on such percentage).

A secondary market for the Securities may not develop and may not be liquid. A decrease in liquidity may increase volatility which may reduce the value of Securities. Investors must be prepared to hold Securities until their redemption. The Issuer may, but is not obliged to, purchase Securities at any time at any price and may hold, resell or cancel them. The only way in which holders can realise value from a Security prior to its maturity or expiry (other than in the case of an American style Warrant) 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 even though the value of any Underlying Asset may not have changed since the issue date. If Warrants are exercised, the number of Warrants remaining will decrease, resulting in diminished liquidity for the remaining Warrants.

Call options of the Issuer in respect of Securities may negatively impact their market value and investors may not be able to reinvest the redemption proceeds at an interest rate as high as the expected rate of return on the Securities being redeemed.

Where Securities are linked to Underlying Assets, if certain events occur in relation to an Underlying Asset and it determines that it is unable to make an appropriate adjustment to the terms of the Securities, the Issuer may redeem the Securities at their fair market value.

Changes in market interest rates may adversely affect the value of fixed rate Securities and the rate of interest on floating rate Securities.

There will be a time lag between the exercise of Warrants by the Warrantholder and the determination of the Settlement Amount. The prices or levels of the relevant Underlying Assets could change significantly during such time and decrease the Settlement Amount or reduce it to zero.

In making calculations and determinations, 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).

If the amount payable on the Securities may be less than their issue price, investors may lose all or part of their investment.

An investment in the Securities is not the same as an investment in the Underlying Assets or any securities comprised in a relevant index or an investment which is directly linked to any of them. In particular, investors will not benefit from any dividends unless the relevant index is a total return index.

The levels or prices of Underlying Assets (and of securities comprised in an index) may go down as well as up. Such fluctuations may affect the value of the Securities. Furthermore, the levels or prices at any specific date may not reflect their prior or future performance or evolution. There can be no assurance as

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to the future performance or evolution of any Underlying Asset. The Securities may involve complex risks, including share price, credit, commodity, foreign exchange, interest rate and/or political risks.

The amount payable which is referable to an Underlying Asset to which “Jurisdictional Event” is specified to be applicable may be reduced if the value of the proceeds of the Issuer’s hedging arrangements in relation to that Underlying Asset are reduced as a result of various matters (described as Jurisdictional Events) relating to risks connected with the relevant country or countries specified in the Final Terms.

Where an Underlying Asset is a “Proprietary Index”, the rules of the index may be amended by the Index Creator. An amendment may result from, without limitation, a change to the construction or calculation rules for that index or from the Index Creator determining that a change is required or desirable in order to update them or to address an error, omission or ambiguity. No assurance can be given that any such amendment would not be prejudicial to Securityholders.

None of the Issuer, the Index Creator or the relevant publisher is obliged to publish any information regarding a Proprietary Index other than as stipulated in its rules.

The Issuer and the Index Creator are affiliated entities and may face a conflict of interest between their obligations as Issuer and Index Creator, respectively, and their interests in another capacity.

The level and basis of taxation on the Securities and any reliefs from such taxation can change at any time and will depend on investors’ individual circumstances. The tax and regulatory characterisation of the Securities may change over the life of the Securities.

The Securities may be linked to the performance of specific commodity indices. As a result of rollover gains/costs that have to be taken into account within the calculation of such indices and under certain market conditions, such indices may outperform or underperform the underlying commodities contained in such indices. Furthermore, the prices of the underlying commodities may be referenced by the price of the current futures contract or active front contract and rolled into the following futures contract before expiry. The price of the Securities during their lifetime and at maturity is, therefore, sensitive to fluctuations in the expected futures prices and can substantially differ from the spot price of the commodities. Commodities strongly depend on supply and demand and are subject to increased price fluctuations. Such price fluctuations may be based (among others) on the following factors: perceived shortage of the relevant commodity, weather damage, loss of harvest, governmental intervention or political upheavals.

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DOCUMENTS INCORPORATED BY REFERENCE

This Base Prospectus should be read and construed in conjunction with the following documents which shall be deemed to be incorporated in, and form part of, this Base Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus.

1. Registration document dated 20 February 2008 relating to the Issuer that has been approved by the Financial Services Authority (the “ Registration Document ”) (except the documents incorporated therein by reference).

2. Base Prospectus dated 1 February 2008 relating to the Issuer’s Structured Products Programme that has been approved by the Financial Services Authority (the “ Principal Base Prospectus ”) except for the documents incorporated therein by reference, the Summary (pages 4 to 6 inclusive), the General Conditions of Warrants (pages 39 to 45 inclusive and 78 to 84 inclusive) and the Forms of Final Terms (pages 128 to 163 inclusive).

3. The Annual Report of the Issuer for the years ended 31 December 2005 and 31 December 2006.

4. The Interim Report of the Issuer for the six months ended 30 June 2007.

5. Information Statement for Credit Suisse dated 31 March 2007 and the following Annexes and Supplements thereto:

(i) Annex: Credit Suisse Annual Report 2006 dated 31 March 2007;

(ii) Supplement A dated 16 May 2007;

(iii) Supplement B dated 15 August 2007;

(iv) Supplement C dated 1 November 2007; and

(v) Supplement D dated 12 February 2008.

6. U.S. Securities and Exchange Commission (“ SEC ”) filings of Credit Suisse Group:

(i) Form 20-F Annual Report for the year ended 31 December 2006 available on the website of the U.S. Securities and Exchange Commission (www.sec.gov) and Credit Suisse Group’s website (www.credit-suisse.com);

(ii) Form 6-K Quarterly Report for the quarter ended 31 March 2007 available on the website of the SEC (www.sec.gov);

(iii) Form 6-K Quarterly Report for the quarter ended 30 June 2007 available on the website of the SEC (www.sec.gov);

(iv) Form 6-K Quarterly Report for the quarter ended 30 September 2007 available on the website of the SEC (www.sec.gov); and

(v) Form 6-K Quarterly Report for the quarter ended 31 December 2007 available on the website of the SEC (www.sec.gov).

7. Audited Annual Accounts for the years ended 31 December 2005 and 31 December 2006 of Credit Suisse (International) Holding AG, available on Credit Suisse Group’s website (www.credit- suisse.com).

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Copies of this Base Prospectus will be available for inspection during normal business hours on any business day (except Saturdays, Sundays and legal holidays) at the offices of the Agents. In addition, copies of any document incorporated by reference in this Base Prospectus will be available free of charge on any business day (except Saturdays, Sundays and legal holidays) at the principal office of the Principal Paying Agent and at the registered office of the Issuer.

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RISK FACTORS

The risk factors set out below should be read in addition to the risk factors set out on pages 8 to 11 (inclusive) of the Principal Base Prospectus.

If the Performance is zero or negative then, at the maturity, the investors will only receive, in the case of principal protected Securities, 100 per cent. of the principal amount (which may be less than the issue price in which event investors will lose part of their investment) or, in the case of non-principal protected Securities, the percentage of the principal amount which is protected (in which event investors will lose all or part of their investment, depending on such percentage).

An investment in the Securities is not the same as an investment in the Underlying Assets or any securities comprised in a relevant index or an investment which is directly linked to any of them. In particular, investors will not benefit from any dividends unless the relevant index is a total return index.

The Securities may be linked to the performance of specific commodity indices. As a result of rollover gains/costs that have to be taken into account within the calculation of such indices and under certain market conditions, such indices may outperform or underperform the underlying commodities contained in such indices. Furthermore, the prices of the underlying commodities may be referenced by the price of the current futures contract or active front contract and rolled into the following futures contract before expiry. The price of the Securities during their lifetime and at maturity is, therefore, sensitive to fluctuations in the expected futures prices and can substantially differ from the spot price of the commodities. Commodities strongly depend on supply and demand and are subject to increased price fluctuations. Such price fluctuations may be based (among others) on the following factors: perceived shortage of the relevant commodity, weather damage, loss of harvest, governmental intervention or political upheavals.

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TERMS AND CONDITIONS

The Securities will be subject to the General Terms and Conditions and Asset Terms set out in the Principal Base Prospectus as specified in the Final Terms and also to the following provisions which shall be governed by and construed in accordance with the law that is applicable to the relevant General Terms and Conditions specified in the Final Terms. In the case of a discrepancy or conflict with such General Terms and Conditions or Asset Terms, the following provisions shall prevail:

“Redemption Amount ” or “ Settlement Amount ” means, in respect of each Security, subject as provided below in relation to Payoff Features, an amount determined by the Issuer in accordance with the following formula:

(PP% x NA) + (NA x Participation x Max [MC, Performance])

rounded up to the nearest transferable unit of the Settlement Currency

where:

“MC ” means the Minimum Coupon and is the percentage so specified in the Final Terms;

“NA ” means Notional Amount;

“PP% ” means the percentage specified in the Final Terms;

“Participation ” means the percentage so specified in the Final Terms or, if such percentage is stated to be indicative, indicatively the percentage so specified in the Final Terms or such other percentage as the Issuer shall determine in its sole and absolute discretion on the Initial Setting Date by reference to the then prevailing market conditions, subject to a minimum of the Minimum Participation specified in the Final Terms;

“Performance ” means an amount rounded up to four places of decimals determined by the Issuer in accordance with one of the following formulas;

(a) if the Securities are specified as “Call Option Securities” in the Final Terms:

A − Asset iFinal (Strike x Asset i Initial ) ∑ x Weighting i i=1 Asset iInitial

or

(b) if the Securities are specified as “Put Option Securities” in the Final Terms:

A − (Strike x Asset 1 Initial) Asset i Final ∑ x Weighting i i=1 Asset i Initial

where:

“A” is equal to the number of Underlying Assets specified in the Final Terms;

“Asset iInitial ” means the Index Level, Share Price, Commodity Reference Price or FX Rate (as

the case may be) of Underlying Asset i on the Initial Setting Date or, if Initial Averaging Dates are specified in the Final Terms, the arithmetic average (rounded up to two places of decimals) of the Index Levels, Share Prices, Commodities Reference Prices or FX Rates (as the case may be) of

Underlying Asset i on each of the Initial Averaging Dates; and

“Asset iFinal ” means the Index Level, Share Price, Commodity Reference Price or FX Rate (as

the case may be) of Underlying Asset i on the Observation Date or, if there is more than one

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Observation Date, the arithmetic average (rounded up to two places of decimals) of the Index Levels, Share Prices or Commodity Reference Prices or FX Rates (as the case may be) of

Underlying Asset i on each of the Observation Dates.

“Notional Amount ” means the Specified Denomination.

“Strike ” means the percentage so specified in the Final Terms or, if no such percentage is so specified, 100 per cent.

“i”, “ Underlying Asset i” and “ Weighting i” are as defined in the Final Terms.

“Underlying Asset ” means the relevant Underlying Asset as the context so requires.

Payoff Features

If so specified in the Final Terms, the Redemption Amount or Settlement Amount shall be subject to a maximum amount of the percentage of the Notional Amount specified in the Final Terms.

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TAXATION

The following is a summary of the withholding tax position in certain countries in respect of the Securities. It does not relate to any other tax consequences unless otherwise specified. Each investor should consult a tax adviser as to the tax consequences relating to its particular circumstances resulting from holding the Securities.

All payments in respect of the Securities by or on behalf of the Issuer will be subject to any applicable withholding taxes. However, as at the date hereof, no such taxes would be applicable in Ireland, The Netherlands, Norway or the United Kingdom.

Austria

This summary is based on Austrian law as in force when drawing up this Prospectus. The laws and their interpretation by the tax authorities may change and such changes may also have retroactive effect. With regard to certain innovative or structured financial Securities there is currently neither case law nor comments of the financial authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be ruled out that the Austrian financial authorities and courts or the Austrian paying agents adopt a view different from that outlined below.

Withholding Tax

All payments of interest, premiums and principal by the Issuer under the Securities can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Austria or any political subdivision or taxing authority thereof or therein, in accordance with the applicable Austrian law, subject however to:

(i) the application of 25 per cent. Austrian withholding tax ( Kapitalertragsteuer ), if income from debt- securities ( Kapitalerträge aus Forderungswertpapieren ; the term “debt-securities” comprising Notes and Certificates without minimum leverage as described below, but not comprising any Warrants) is paid out by a paying agent (credit institutions including Austrian branches of foreign credit institutions paying out the income to the holder of the debt-securities; auszahlende Stelle ) located in Austria to an Austrian resident. Income from Warrants does not qualify as income from debt-securities and is hence not subject to Austrian withholding tax. Income from debt-securities includes (i) interest payments as well as (ii) income, if any, realized upon redemption or prior redemption (being the difference between the issue price and the redemption amount, or in case of prior redemption, the repurchase price - a maximum 2 per cent. tax-exempt threshold applies to specified debt-securities bearing also ongoing coupons (in practice with the exemption of index and other underlying linked debt-securities)) or (iii) realized upon sale of the debt-securities (only to the extent of accrued interest and comparable consideration for future fixed redemption or interest payments) but excluding capital gains. In the case of index, share, basket, commodity or other underlying or performance linked debt-securities (“structured Notes and Certificates”) including discounted share certificates, bonus certificates, and certificates where no accrued interest is calculated (“flat trading”), the whole positive difference amount between issue price and sale price would be treated as income from debt-securities. Additional special rules on deducting 25 per cent. withholding tax apply to zero coupon debt-securities and cash or share Notes and Certificates (reverse convertibles). Premiums paid by the Issuer in respect of the derivative element of the Securities should usually not be treated as income from debt-securities; however, in a substance over form assessment of the features of the premiums, tax authorities and Austrian paying agents might qualify (parts of) premiums as interest. Further, special withholding tax rules will apply if a re-qualification of index-, portfolio- and other asset-linked Securities into units of a non-Austrian investment fund takes place, which may occur whenever a portfolio of assets is subject to non-Austrian law and invested in accordance with the principle of risk-spreading.

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Pursuant to the Investment Fund Guidelines issued by the Austrian Ministry of Finance, basket or index or portfolio linked Securities cannot be re-characterised as foreign investment fund units if neither the issuer nor a trustee of the issuer acquires a major part of the underlying assets and if the underlying assets are not actively managed. In case of Securities linked to a recognizable index (sufficiently diversified, sufficiently published, adequately market referenced) no re- qualification into a fund can take place pursuant to the Investment Fund Guidelines if there is no predominant asset backing. For predominantly capital guaranteed Securities the re-qualification risk is pursuant to the Investment Fund Guidelines in their current version excluded.

Investment funds are treated as transparent for income tax purposes. Taxable income from investment funds includes distributions as well as retained earnings of the fund deemed to be distributed to the investor (“ ausschüttungsgleiche Erträge ”). Such retained earnings are deemed to be distributed to the investor for tax purposes to the extent of the share interest of the investor no later than four months after the end of the business year of the investment fund in which the earnings were derived by the fund. If no Austrian tax representative is appointed for the fund and the retained earnings of the fund deemed to be distributed to the investor are also not reported to the tax authorities by the investors themselves, the non-Austrian fund will be qualified a “black fund” and the retained earnings of the fund deemed to be distributed each calendar year will be determined on a lump-sum-basis which will result in a tax base of 90 per cent. of the difference between the first and the last redemption price of the fund units fixed in a calendar year, at least, however, 10 per cent. of the last redemption price (or net asset value (NAV) or stock exchange price) of the fund units fixed in a calendar year. As the applicable tax rate is 25 per cent. for corporate investors as well as, in general, for individuals, this minimum lump sum tax base results in a minimum tax of 2.5 per cent. per year on the last redemption price (NAV) in any calendar year before maturity. In case of sale (redemption) of black foreign investment fund units the tax base would be the difference between the redemption price (NAV) upon disposal and at the end of the last calendar year, at least, however, 0.8 per cent. of the redemption price (NAV) upon disposal for each month of the current calendar year. The investors will have to include the pertaining income into their income tax statement. Further, non-Austrian investment fund units, with the exception of funds that are daily reporting relevant figures to the Oesterreichische Kontrollbank, which are held in an Austrian bank deposit are subject to an annual 1.5 per cent. compliance tax (calculated on the last redemption price (NAV) in any calendar year) unless the investor discloses the funds vis-à-vis the Austrian tax authorities and evidences this to the Austrian bank. Moreover, a pro rata compliance tax applies in the calendar year of the sale or redemption of the fund unit. This compliance tax will automatically be deducted by the Austrian bank.

All of the above and the below is based on the assumption that the Securities do not qualify as foreign investment funds for income tax purposes.

The 25 per cent. withholding tax constitutes a final taxation ( Endbesteuerung ) for all individuals, no matter whether they act as private investors or hold the debt-securities as business property, if the Securities have upon being issued legally and factually been offered to an undefined circle of persons as referred to in Sec 97 subpara 1 Austrian Income Tax Act. Final taxation means that no further income tax will be assessed and the income is not to be included in the investor's income tax return. Final taxation is only applicable to income from debt-securities.

Corporate investors deriving business income from debt-securities may avoid the application of withholding tax by filing a declaration of exemption ( Befreiungserklärung ) with the paying agent.

Non-resident holders of debt-securities - in case they receive income from the debt-securities through a paying agent located in Austria - may avoid the application of Austrian withholding tax if they evidence their non resident-status vis-à-vis the paying agent by disclosing their identity and address.

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Where there is no deduction of Austrian withholding tax because the income from the debt- securities is not received in Austria (not paid out by a coupon paying agent located in Austria) Austrian resident investors will have to declare the income derived from the debt-securities in their income tax returns pursuant to the Austrian Income Tax Act. A special 25 per cent. income tax rate pursuant to Sec 37 subpara 8 Austrian Income Tax Act is applicable with final taxation effect provided that the Securities have upon being issued legally and factually been offered to an undefined circle of persons as referred to in Sec 37 subpara 8 Austrian Income Tax Act.

In general, income from leveraged (turbo) Notes and from leveraged (turbo) Certificates with a minimum initial leverage factor of five (the factor relating to the issue price of the Notes and Certificates, as compared to the underlyings’ prices) in each case should not qualify as income from debt-securities provided that the issuer has complied with specified reporting requirements before the offering of the Notes and Certificates in Austria. Therefore, income from such leveraged Notes and leveraged Certificates should neither be subject to withholding tax nor qualify for final income taxation, but be subject to the income and corporate income tax regime applying to speculative or business gains.

(ii) the application of the Austrian EU Withholding Tax Act 2004 implementing the European Union Savings Directive (see paragraph "EU Savings Directive" below), which may be applicable if a paying agent in Austria (which might be any Austrian bank holding a securities account for a holder of Securities) pays out interest within the meaning of the Directive to a beneficial owner resident in another Member State than Austria.

(iii) no transfer tax, registration tax or similar tax being payable in Austria by holders of bearer Notes, bearer Certificates and/or bearer Warrants as a consequence of the acquisition, ownership, disposition or redemption of the bearer Securities. The sale and purchase of Securities as well as the redemption of Securities is in general, with the exception of Securities in registered form, not subject to Austrian stamp duty provided that no other transaction potentially taxable under the Austrian Stamp Duty Act ( Gebührengesetz ) such as a loan or credit agreement is entered into for which a document ( Urkunde ) within the meaning of the Stamp Duty Act is executed. In addition, Sec 15 sub paragraph 3 Stamp Duty Act provides for an exemption from stamp duty for transactions which are covered by chapter II of the Austrian Capital Transfer Tax Act (Kapitalverkehrsteuergesetz ) (“Chapter II”) concerning securities tax ( Wertpapiersteuer ). Although securities tax is not to be levied for transactions entered into after 31 December 1994, transactions covered by Chapter II are exempt from stamp tax under Sec 15 sub paragraph 3 of the Stamp Duty Act. Chapter II covers, inter alia, the acquisition of interest bearing debt claims (verzinsliche Forderungsrechte ) in the form of securities ( Schuldverschreibungen ) which are issued as partial debt (“in Teilabschnitte ausgefertigt ”) within the meaning of Chapter II by the first purchaser. Pursuant to the Austrian Administrative Court only Securities which are addressed to the anonymous capital markets qualify for such an exemption. Hence, the issuance of Securities in registered form, if not addressed to the anonymous capital markets or if not qualifying as partial debt securities, and if evidenced by a document executed in Austria or executed abroad and subscribed by Austrian resident taxpayers or brought into Austria and documents on agreements on assignments if executed within Austria or outside Austria provided that (a) the parties to the agreement have their domicile, habitual abode, seat, place of management or a permanent establishment within Austria or (b) the document (original or certified copy) is physically brought into Austria, may trigger a stamp tax in Austria at a rate of 0.8 per cent. of the consideration.

Not only the conclusion of an assignment agreement or of a (requalified) loan but any document evidencing the assignment or loan ( rechtsbezeugende Urkunde ) which is signed by at least one party to the assignment and forwarded to the respective other party or a third party triggers stamp duty. This will in particular apply to the transfer of Securities in registered form. Further, pursuant

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to the Stamp Duty Act, also substitute documentation ( Ersatzbeurkundung ) of agreements triggers stamp duties. Substitute documentation includes, inter alia, mechanical signatures which have been produced with the consent of the respective signing party and potentially even e-mails.

EU Savings Directive

The EU Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (Savings Directive), which came into effect on 1 July 2005, provides for an exchange of information between the authorities of EU member states regarding interest payments made in one member state to beneficial owners who are individuals and resident for tax purposes in another member state. Austria has implemented the Savings Directive by way of the EU Withholding Tax Act ( EU-Quellensteuergesetz ) which provides for a withholding tax rather than for an exchange of information. Such EU Withholding tax will be levied on interest payments within the meaning of the EU Withholding Tax Act made by a paying agent located in Austria to an individual resident for tax purposes in another member state (or in certain dependent or associated territories of EU Member states). The EU Withholding Tax amounts to 15 per cent. before 1 July 2008, 20 per cent. for the subsequent three years and 35 per cent. thereafter.

Withholding tax will be deducted upon actual or deemed interest payments as well as upon sale, refund or redemption of debt claims (Notes and Certificates but not Warrants). Further, withholding tax will be deducted - on a pro rata temporis basis - in case of changes of the individual’s withholding tax status such as changes of his country of residence or transfer of his Notes and Certificates to a non Austrian account.

Deduction of EU Withholding tax can be avoided if the EU-resident investor provides the paying agent with a certificate drawn up in his name by the tax office of his member state of residence. Such certificate has to indicate, inter alia, the name and address of the paying agent as well as the account number of the investor or the identification of the Notes and Certificates.

The scope of the definition of interest payments for EU Withholding Tax purposes may differ from the scope of interest payments for Austrian income and withholding tax purposes. For example, under certain conditions and subject to the guidelines and information issued by the Austrian Ministry of Finance, income from share linked debt-securities, index linked debt-securities or fund linked debt- securities may or may not be considered as interest for EU Withholding Tax purposes while being interest for Austrian tax purposes.

Non-principal protected Notes and Certificates are pursuant to an information published by the Federal Ministry of Finance on 1 August 2005 treated as follows: Gains from Notes and Certificates linked to equities, equity indices, commodity indices, metal price indices or currency indices which are not in advance principal protected are not subject to EU Withholding Tax. If such gains are derived from Notes and Certificates linked to bond indices they are not subject to EU Withholding Tax if the index is comprised of minimum five different bonds of different issuers, if the portion of a single bond does not exceed 80 per cent. of the index and, with regard to dynamic Notes and Certificates, the 80 per cent.- threshold is complied with throughout the entire term of the Notes and Certificates. With regard to Notes and Certificates linked to fund indices, the difference amounts do not qualify as interest within the meaning of the EU Withholding Tax Act, if the index is composed of minimum five different funds and a portion of each fund does not exceed 80 per cent.; in the case of dynamic Notes and Certificates the 80 per cent. threshold must be complied with during the entire term of the Notes and Certificates. If Notes and Certificates are linked to mixed indices composed of funds as well as of bonds, gains do not qualify as interest within the meaning of the EU Withholding Tax Act, if the index is composed of minimum five bonds and five funds of different issuers and a portion of a single bond or a single fund does not exceed 80 per cent. of the relevant index.

Relating to principal protected Notes and Certificates, the following applies: Protected parts of positive difference amounts (between issue price and redemption price respectively sale price) are subject to EU

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Withholding Tax on the basis of the yield upon issue. Other, non-protected parts of positive difference amounts (difference between issuance amount and redemption amount/sales proceeds) are treated as follows: If the underlying asset qualifies as a bond index, interest rate index or inflation rate index, then the income will qualify as interest within the meaning of the EU Withholding Tax Act and be subject to EU Withholding Tax. If equities, equity indices, metal price indices, currency indices or commodity indices are referred to as underlying assets, the income is not subject to EU Withholding Tax. If fund indices are referred to as underlying assets, the income is not subject to EU Withholding Tax, provided that the funds do not generate interest income within the meaning of the EU Withholding Tax Act.

Income derived from Warrants is not subject to EU Withholding Tax.

Provided that Securities are re-qualified as foreign investment fund units and the interest income of the fund deemed to be distributed to the investors is not reported on a daily basis to the Austrian central depository bank ( Oesterreichische Kontrollbank – OeKB ), Austrian paying agents shall deduct EU Withholding Tax on a lump sum tax base of 6 per cent. of the last redemption price (NAV) of the fund units fixed in a calendar year. Moreover, a pro rata EU Withholding Tax applies in the calendar year of the sale or redemption of the fund unit.

Belgium

A gain arising on the repurchase or redemption of the Securities by the Issuer is taxable as “interest”. In addition, if the Securities qualify as fixed income securities in the meaning of article 2, §4 Belgian Income Tax Code, in case of a realization of the Securities prior to redemption by the Issuer, the income equal to the pro rata of accrued interest corresponding to the detention period is taxable as “interest” (a security will be a fixed income security if there is a causal link between the amount of interest income and the detention period of the security, on the basis of which it is possible to calculate the amount of pro rata interest income at the moment of the sale of the Securities during their lifetime). For the purposes of the following paragraphs, such gains and pro rata of accrued interest are therefore referred to as “interest”.

Payments of interest on the Securities made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium (calculated on the interest received after deduction of any non-Belgian withholding taxes). The deduction of withholding tax does not constitute the final Belgian tax liability for residents of Belgium and Belgian branches of non-residents, unless specified otherwise hereinafter.

The withholding tax constitutes the final tax for individuals who are subject to Belgian Income Tax (Personenbelasting/Impôt des personnes physiques ) and legal entities which are subject to Belgian tax on legal entities ( Rechtspersonenbelasting/impôt des personnes morales).

Interest payments on the Securities made through a paying agent in Belgium to Belgian companies which are subject to Belgian Corporate Income Tax (Vennootschapsbelasting/Impôt des sociétés ) can under certain circumstances be exempt from withholding tax.

Interest payments on the Securities made through a paying agent in Belgium to persons who are resident in a country with which Belgium has concluded a double taxation agreement can under certain circumstances be exempt from withholding tax. Other non-residents may also be entitled to an exemption from withholding tax under certain circumstances.

A Belgian paying agent will withhold a tax at source ( woonstaatheffing/prélèvement pour l’Etat de residence , hereafter Source Tax ) at the rate of 15 per cent. on the interest payments made to an individual, beneficial owner of the interest payments and resident in another EU Member State or resident in one of the Associated and Dependant Territories (the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands). The rate of the Source Tax will increase to 20 per cent. on 1 July 2008 and to 35 per cent. on 1 July 2011. The Source Tax is levied in addition to the Belgian withholding tax which has been withheld. No Source Tax will be applied if the

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investor provides the Belgian paying agent with a certificate drawn up in his name by the competent authority of his state of residence for tax purposes. The certificate must at least indicate: (i) name, address and tax or other identification number or, in the absence of the latter, the date and place of birth of the beneficial owner; (ii) name and address of the paying agent; and (iii) the account number of the beneficial owner, or where there is none, the identification of the security.

A stock exchange tax ( “taks op de beursverrichtingen” /“taxe sur les opérations de bourse” ) will be levied on the purchase and sale of the Securities in Belgium on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is 0.07 per cent. and such stock exchange tax is subject to a maximum of EUR 500 per party and per transaction. The stock exchange tax is due separately from each of the seller and the purchaser, and both payments are to be collected by the professional intermediary.

A tax on repurchase transactions ( “taks op de reportverrichtingen” /“taxe sur les reports” ) at the rate of 0.085 per cent. (subject to a maximum of EUR 500 per party and per transaction) will be levied on repurchase transactions entered into or settled in Belgium where a professional intermediary for stock transactions acts for either party. The tax on repurchase transactions will be due from each party to any such transaction.

However, the stock exchange tax and the tax on repurchase transactions referred to above will not be payable by exempt persons acting for their own account, including certain Belgian institutional investors, as defined in Articles 126-1.2 and 139 of the code of various rights and taxes ( “Wetboek diverse rechten en taksen” /“Code des droits et taxes divers” ).

Finland

There is no Finnish withholding tax ( lähdevero ) applicable on payments made by the Issuer in respect of the Securities. Payment of the redemption gain (if any) or interest on the Securities through a Finnish paying agent to individuals resident in Finland will be subject to an advance tax withheld by the Finnish paying agent at the rate of 28 per cent. Such advance tax withheld (ennakonpidätys ) will be used for the payment of the individual’s final taxes.

Payment of the redemption gain (if any) or interest on the Securities through a Finnish paying agent to corporate entities resident in Finland will not be subject to any Finnish advance or withholding taxes.

France

Payments of interest and other revenues in respect of the Securities will not be subject to French withholding tax.

French resident individuals holders of Securities as private assets may, under certain conditions and pursuant to Article 125 A I of the French tax code, elect to be subject to the fixed prepayment levy (prélèvement libératoire ) on the income received under the Securities which is assimilated to interest income for French tax purposes.

Germany

Tax Residents

If the Securities qualify as so-called financial innovations ( Finanzinnovationen ), the following tax regime applies:

Payments of interest on Securities to persons who are tax liable in the Federal Republic of Germany are subject to German personal or corporate income tax. Additionally, if the Securities are held as business assets trade tax will be levied. If the Securities are kept or administered in a securities deposit account by a German credit or financial services institution (or by a German branch of a foreign institution), which

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pays or credits the interest, a 30 per cent. capital yield tax (" Kapitalertragsteuerabzug "), plus a 5.5 per cent. solidarity surcharge on such tax, will be levied on interest payments or credits, resulting in a total withholding tax charge of 31.65 per cent. If Securities are presented for payment or credit at the office of a German credit or financial services institution (or at a German branch of a foreign institution), the tax rate for the Kapitalertragsteuerabzug is 35 per cent. plus solidarity surcharge, resulting in a total tax charge of 36.925 per cent. The Kapitalertragsteuerabzug and the solidarity surcharge are generally not final but will be included in the relevant tax assessment for personal or corporate income tax purposes. The Kapitalertragsteuerabzug and the solidarity surcharge will be credited against the final German tax liability or refunded in excess of the final tax liability.

Capital gains deriving from the disposal transfer, redemption or, in the case of Warrants, exercise of the Securities received by persons who are tax liable in the Federal Republic of Germany will qualify as interest income and will be subject to German personal or corporate income tax (in both cases plus solidarity surcharge) and additionally subject to trade tax if the Securities are held as business assets. The tax base is determined by the balance of the disposal price, redemption price or settlement amount over the issue price or the acquisition costs or the book value.

If the Securities are held as private assets, such interest income is subject to personal income tax rates plus solidarity surcharge thereon. Since 2007 a personal annual exemption ( Sparer-Freibetrag ) of 750 Euro (1.500 Euro for married couples filing their tax return jointly) is available for the aggregated dividends and savings income including interest income from the Securities. In addition, an individual is entitled to a standard deduction of 51 Euro annually (102 Euro for married couples filing their tax return jointly) in computing the overall investment income unless the expenses involved are demonstrated to have actually exceeded that amount.

Withholding tax arises as follows:

If the Securities are kept or administered in a domestic securities deposit account by a German credit institution or financial services institution (or by a German branch of a foreign institution), a 30 per cent. capital yield tax ( Kapitalertragsteuerabzug ), plus a 5.5 per cent. solidarity surcharge on such tax, will be levied on the positive difference between the purchase price paid by the holder of the Securities and the selling price, redemption amount or settlement amount, as the case may be, resulting in a total withholding tax charge of 31.65 per cent. However, if such criteria are not fulfilled, if e.g. the Securities are sold, redeemed or exercised after a transfer from another securities deposit account, the price difference as the taxable base for the Kapitalertragsteuerabzug and the solidarity surcharge will be substituted by a flat amount of 30 per cent. of the selling price, redemption price or settlement amount.

If Securities are presented for payment or for credit to an account at the office of a German credit or financial services institution (or to a German branch of a foreign institution), the tax rate for the Kapitalertragsteuerabzug is 35 per cent. plus solidarity surcharge, resulting in a total tax charge of 36.925 per cent. If the Securities are repaid at maturity, sold prior to maturity or exercised under such circumstances, the Kapitalertragsteuerabzug of 35 per cent. plus solidarity surcharge is calculated on 30 per cent. of the selling price, redemption amount or settlement amount. The Kapitalertragsteuerabzug and the solidarity surcharge are generally not final but will be included in the relevant tax assessment for personal or corporate income tax purposes. The Kapitalertragsteuerabzug and the solidarity surcharge will be credited against the final German tax liability or refunded in excess of the final tax liability.

If the Securities qualify as speculative securities within the meaning of Sec. 23 of the German Income Tax Act ( Einkommensteuergesetz ), the following tax regime applies:

Securities held by Private Investors as Non-Business Assets

If the Securities, qualifying as such securities, are sold, redeemed or exercised within one year after the purchase of the Securities the capital gains are taxed as speculative income, if the capital gains from all

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such private disposals during a calendar year equal or exceed EUR 512 (per individual per year). The amount of the capital gain or loss will be equal to the difference between the sales proceeds or the redemption value or settlement amount paid by the Issuer and the acquisition costs for the Security. The capital gains are taxable at the personal progressive income tax rate of the investor plus a 5.5 per cent. solidarity surcharge thereon.

Consequently, if the Securities are (i) sold, redeemed or exercised within one year after the purchase of the Securities and the capital gains from all such private disposals during a calendar year fall short of EUR 512 (per individual per year) or (ii) sold, redeemed or exercised after one year of the purchase of the Securities, capital gains and losses should be tax exempt.

The offset of potential losses is restricted.

Securities held by Private Investors or Business Investors as Business Assets

Income from the Securities held as business assets is taxable at regular rates subject to the German Income Tax Act or the German Corporate Income Tax Act plus a 5.5 per cent solidarity surcharge thereon. The offset of losses might be restricted.

According to a recent judgement of the Federal Court of Finance ( Bundesfinanzhof ), the tax authorities might apply a combination of the two above mentioned tax regimes in case the Securities are partly capital protected.

Investment Tax Act

The Securities should not qualify as units in an investment fund within the meaning of the German Investment Tax Act ( Investmentsteuergesetz ).

Non-Tax Residents

Persons who are not tax resident in Germany, are in general not subject to German taxation and exempt from the German Kapitalertragsteuerabzug plus solidarity surcharge, if applicable. However, if the Securities are held as part of a domestic business or with a permanent representative in Germany, the Investor will be taxed the same as German residents subject to a minimum tax rate for individual investors in case of speculative securities.

If the Securities qualify as financial innovations, Kapitalertragsteuerabzug will be triggered as follows:

In the case of over-the-counter-transactions (payment or credit upon presentation of Securities at the office of a German credit or financial services institution or at a German branch of a foreign institution), with the exception of transactions entered into by foreign credit or financial services institutions, the 35 per cent. Kapitalertragsteuerabzug plus solidarity surcharge, in total 36.925 per cent. applies. Under certain circumstances a refund might be available.

If according to German tax law the interest income received from the Securities kept or administered by a German credit or financial services institution (or by a German branch of a foreign institution) is effectively connected with a German trade or business of a non-resident, the 30 per cent. Kapitalertragsteuerabzug plus solidarity surcharge are applicable and can be set off against the German personal or corporate income tax liability of the non-resident in a subsequent assessment procedure.

European Directive on the Taxation of Savings Income

On 3 June 2003 the Economic and Financial Affairs Council of the European Union (ECOFIN Council) adopted directive 2003/48/EC on taxation of savings income in the form of interest payments (the Savings Directive ). Under the Savings Directive and from 1 July 2005, each EU Member State (other than Austria, Belgium and Luxembourg) is required to provide the tax authorities of another Member State with details of payments of interest and other similar income paid by a person in one Member State

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to an individual resident in another Member State. Austria, Belgium and Luxembourg must instead impose a withholding tax for a transitional period unless during such period they elect to participate in the information exchange.

Changes by reform of business taxation

Please find below some selected changes in the taxation of holders of the Securities by the Business Tax Reform Act 2008 ( Unternehmensteuerreformgesetz 2008 ). This statement is not exhaustive.

In the course of the reform of business taxation, a final flat-rate tax ( Abgeltungssteuer ) on investment income will be established.

From 1 January 2009, the taxation of the Securities will change as follows:

Tax residents

Income from the Securities will qualify as income from capital investment and, thus, be subject to German personal or corporate income tax (in both cases plus solidarity surcharge) and additionally subject to trade tax if the Securities are held as business assets. This treatment will be independent from the qualification as financial innovation and a one-year holding period.

If the Securities are kept or administered in a securities deposit account by a German credit or financial services institution (or by a German branch of a foreign institution), or by a German securities trading firm (Wertpapierhandelsunternehmen ) or a German securities trading bank ( Wertpapierhandelsbank ) which pays or credits the interest, a 25 per cent. Kapitalertragsteuerabzug, plus a 5.5 per cent. solidarity surcharge, resulting in a total withholding tax charge of 26.375 per cent., will be levied on interest payments or credits. The same will apply, if Securities are presented for payment or credit at the office of a German credit or financial services institution (or at a German branch of a foreign institution), or a German securities trading firm or a German securities trading bank.

If the Securities are kept or administered in a domestic securities deposit account by a German credit institution or financial services institution (or by a German branch of a foreign institution) or by a German securities trading firm ( Wertpapierhandelsunternehmen ) or a German securities trading bank (Wertpapierhandelsbank ), a 25 per cent. Kapitalertragsteuerabzug, plus. solidarity surcharge, will be levied on the positive difference between the purchase price paid by the holder of the Securities and the selling price redemption amount or settlement amount, as the case may be, resulting in a total withholding tax charge of 26.375 per cent. If such criteria are not fulfilled, if e.g. the Securities are sold redeemed or exercised after a transfer from another securities deposit account, the holder of the Securities may, under certain circumstances, provide evidence for the purchase price. If such evidence is not provided, the price difference as the taxable base for the Kapitalertragsteuerabzug and the solidarity surcharge will be substituted by a flat amount of 30 per cent. of the selling price redemption price or settlement amount.

For individuals holding the Securities as private assets, this withholding tax shall generally be final and only be included in the relevant tax assessment upon application, especially if the personal income tax rate lies below 25 per cent. The Sparer-Freibetrag and the standard deduction will be converted into a unitary flat sum ( Sparer-Pauschbetrag ) for the overall investment income in the amount of EUR 801 (EUR 1,602 for married couples filing their tax return jointly). The deduction of actually accrued expenses will not be possible any more.

Transitional Rules:

If the Securities qualify as speculative securities, capital gains from disposals or redemptions until 30 June 2009 will be taxed according to the current rules set out above. In case of Warrants acquired before 1 January 2009, the current rules might still be applicable after 30 June 2009.

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Non-Tax residents

Persons who are not tax resident in Germany, are in general exempt from the German Kapitalertragsteuerabzug plus solidarity surcharge. In the case of over-the-counter-transactions (payment or credit upon presentation of Securities or Coupons at the office of a German credit or financial services institution or at a German branch of a foreign institution or at a German securities trading firm or a German securities trading bank), with the exception of transactions entered into by foreign credit or financial services institutions, the 25 per cent. Kapitalertragsteuerabzug plus solidarity surcharge, in total 26.375 per cent. applies. Under certain circumstances a refund might be available.

If according to German tax law the interest income received from the Securities kept or administered by a German credit or financial services institution (or by a German branch of a foreign institution) or by a German securities trading firm or a German securities trading bank is effectively connected with a German trade or business of a non-resident, the taxation corresponds to the taxation set out in the paragraph “Tax residents” above.

Italy

Interest and other proceeds—Securities that qualify as “obbligazioni o titoli similari alle obbligazioni” and have an original maturity of not less than 18 months

Pursuant to Legislative Decree No. 239 of 1 April 1996 (“Decree No. 239”), as amended and restated, and pursuant to Art. 44(2)(c) of Presidential Decree No. 917 of 22 December 1986 (“Decree No. 917”), as amended and restated by Legislative Decree No. 344 of 12 December 2003, in general interest and other proceeds (including the difference between the redemption amount and the issue price) in respect of Securities that qualify as bonds or debentures similar to bonds ( obbligazioni o titoli similari alle obbligazioni ) and that are issued by a non-Italian resident issuer may be subject to final Italian substitute tax if owed to beneficial owners resident in Italy for tax purposes, depending on the legal status of the beneficial owners.

For these purposes, debentures similar to bonds are defined as securities that incorporate an unconditional obligation to pay, at maturity, an amount not less than their nominal value (whether or not providing for interunal payments) and that do not give any right to directly or indirectly participate in the management of the relevant issuer or of the business in relation to which they are issued nor any type of control on the management.

Italian Resident Noteholders Applicability of Imposta Sostitutiva In particular, pursuant to Decree No. 239, as amended and restated, payments of interest, premium and other proceeds in respect of Securities that qualify as “ obbligazioni o titoli similari alle obbligazioni” and have an original maturity of not less than 18 months to Italian resident beneficial owners (either when interest and other proceeds are paid or when payment thereof is obtained by a beneficial owner on a transfer of Securities) will be subject to final imposta sostitutiva (substitute tax) at a rate of 12.5 per cent. in Italy if made to Italian resident beneficial owners that are: (i) private individuals holding Securities not in connection with an entrepreneurial activity (unless they have entrusted the management of their financial assets, including the Securities, to an Italian authorized financial intermediary and have opted for the Risparmio Gestito regime provided for by Article 7 of Legislative Decree No. 461 of 21 November 1997—the “Asset Management Option”); (ii) partnerships (other than società in nome collettivo, società in accomandita semplice or similar partnerships), de facto partnerships not carrying out commercial activities and professional associations; (iii) public and private entities, other than companies, not carrying out commercial activities as their exclusive or principal activity; (iv) entities exempt from corporate income tax.

In case the Securities are held by an individual or by an entity indicated above under (iii), in either case in connection with an entrepreneurial activity, interest and other proceeds relating to the Securities will be

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subject to the imposta sostitutiva and will be included in the relevant beneficial owner’s income tax return. As a consequence, the interest and other proceeds will be subject to the ordinary income tax and the imposta sostitutiva may be recovered as a deduction from the income tax due.

The 12.5 per cent. imposta sostitutiva will be applied by the Italian resident qualified financial intermediaries (or permanent establishments in Italy of foreign intermediaries) that will intervene, in any way, in the collection of interest and other proceeds on the Securities or in the transfer of the Securities.

If interest and other proceeds on the Securities are not collected through an Italian resident qualified intermediary (or permanent establishment in Italy of a foreign intermediary) and as such no imposta sostitutiva is levied, the Italian resident beneficial owners listed above under (i) to (iv) will be required to include interest and other proceeds in their yearly income tax return and subject them to final substitute tax at a rate of 12.5 per cent. without the possibility of recovering foreign taxes, unless an option is allowed and made for a different regime. Alternatively, Italian resident individuals indicated above under (i) may elect to pay ordinary personal income taxes at progressive rates in respect of interest and other proceeds on the Securities: if so, the beneficial owners should generally benefit from a tax credit for foreign withholding taxes, if any.

Italian Resident Noteholders Imposta Sostitutiva Not Applicable Pursuant to Decree No. 239, as amended and restated, payments of interest, premium and other proceeds in respect of Securities that qualify as “obbligazioni o titoli similari alle obbligazioni ” and have an original maturity of not less than 18 months to Italian resident beneficial owners will not be subject to the imposta sostitutiva at the rate of 12.5 per cent. if made to beneficial owners that are: (i) Italian resident individuals holding Securities not in connection with entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, to an Italian authorized financial intermediary and have opted for the Asset Management Option; (ii) Italian resident collective investment funds and SICAVs and pension funds referred to in Legislative Decree No. 124 of 21 April 1993; (iii) Italian resident real estate investment funds; (iv) Italian resident corporations or permanent establishments in the Republic of Italy of non-resident corporations to which the Securities are effectively connected; (v) Italian resident partnerships qualified as società in nome collettivo or società in accomandita semplice and other similar partnerships, even de facto, carrying out a commercial activity; or (vi) public and private entities, other than companies, carrying out commercial activities and holding Securities in connection with the same commercial activities.

If the Securities are part of an investment portfolio managed on a discretionary basis by an Italian authorized intermediary and the beneficial owner of the Securities has opted for the Asset Management Option, annual substitute tax at a rate of 12.5 per cent. (the “Asset Management Tax”) applies on the increase in value of the managed assets accrued, even if not realized, at the end of each tax year (which increase includes interest, premium and other proceeds accrued on Securities). The Asset Management Tax is applied on behalf of the taxpayer by the managing authorized intermediary.

Italian resident collective investment funds and SICAVs are subject to a 12.5 per cent. annual substitute tax (the “Collective Investment Fund Tax”) on the increase in value of the managed assets accrued at the end of each tax year (which increase includes interest and other proceeds accrued on Securities). Pursuant to Article 12 of Law Decree No. 269 of 30 September 2003 (converted with Law 24 November 2003, No. 326), Italian resident collective investment funds and SICAVs are subject to a 5 per cent. (instead of a 12.5 per cent.) annual substitute tax on the accrued increase in value of managed assets if, according to the fund or SICAV regulations, at least two-thirds of the fund’s or SICAV’s assets are invested in the stock of small or medium capitalized companies listed on an EU regulated exchange.

Italian resident pension funds subject to the regime provided by Art. 17 Italian Legislative Decree No. 252 of 5 December 2005, are subject to an 11 per cent. annual substitute tax (the “Pension Fund Tax”) on the

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increase in value of the managed assets accrued at the end of each tax year (which increase includes interest, premium and other proceeds accrued on Securities).

Pursuant to Law Decree No. 351 of 25 September 2001, converted into law with amendments by Law No. 410 of 23 November 2001 (“Decree No. 351”) Italian resident real estate investment funds established starting from 26 September 2001 pursuant to Art. 37 of Legislative Decree No. 58 of 24 February 1998 and to Art. 14-bis of Law No. 86 of 25 January 1994, or in any case subject to the tax treatment provided for by Decree No. 351 as a consequence of option for application of such treatment having been promptly made by the managing company, are not subject to any taxation at the fund level.

Interest, premium and other proceeds on Securities accrued to Italian resident corporations or to permanent establishments in Italy of foreign companies to which the Securities are effectively connected, to partnerships qualified as società in nome collettivo or società in accomandita semplice or similar partnerships carrying out a commercial activity, to public and private entities, other than companies, carrying out commercial activities and holding Securities in connection with the same commercial activities will be included in the taxable business income for corporate income tax purposes (and, in certain cases, depending on the status of the Securities holders, may also be included in their taxable net value of production for purposes of regional tax on productive activities—IRAP) of such beneficial owners, subject to tax in Italy in accordance with ordinary tax rules. In these cases, a tax credit for withholding taxes applied outside Italy, if any, should be generally available.

To ensure payment of interest, premium and other proceeds in respect of the Securities without application of the imposta sostitutiva, where allowed, investors indicated here above under (i) to (vi) must be the beneficial owners of payments of interest and other proceeds on the Securities and timely deposit the Securities, together with the coupons relating to such Securities, directly or indirectly, with an Italian authorized financial intermediary (or permanent establishment in Italy of foreign intermediary).

Non-Italian Resident Noteholders Interest and other proceeds paid on Securities by the non-Italian resident Issuer to a beneficial owner who is not resident in Italy for tax purposes, without a permanent establishment in Italy to which the Securities are effectively connected, should not be subject to any Italian taxation. If the Securities are deposited with an Italian bank or other resident intermediary or are sold through an Italian bank or other resident intermediary or in any case an Italian resident intermediary (or permanent establishment in Italy of foreign intermediary) intervenes in the payment of interest, premium and other proceeds on the Securities, to ensure payment of interest, premium and other proceeds without application of Italian taxation a non-Italian resident Security-holder may be required to produce to the Italian bank or other intermediary (or permanent establishment in Italy of foreign intermediary) a self-declaration certifying to be the beneficial owner of payments of interest and other proceeds on the Securities and not to be resident in Italy for tax purposes.

Early Redemption Without prejudice to the above provisions, in the event that Securities that qualify as “ obbligazioni o titoli similari alle obbligazioni ” and have an original maturity of not less than 18 months are redeemed, in full or in part, prior to 18 months from their date of issue, Italian resident beneficial owners will be required to pay an additional amount equal to 20 per cent. of the interest, premium and other proceeds accrued up to the time of the early redemption. If Italian withholding agents intervene in the collection of interest, premium and other proceeds on the Securities or in the redemption of the Securities, this additional amount will be levied by such withholding agents by way of withholding. In accordance with one interpretation of Italian fiscal law, the above 20 per cent. additional amount may be due also in the event of purchase of Securities by the Issuer with subsequent cancellation thereof prior to 18 months from the date of issue.

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Interest and other proceeds—Securities That Qualify as Atypical Securities Where any set of Securities is issued whose terms provide for redemption on maturity of an amount below their par value based on equity indices or some other formula and thus the Securities qualify as so-called “ titoli atipici ” or “atypical securities” for Italian tax purposes, any proceeds (including the difference between the amount paid to Security-holders at maturity or value of assets due to them on maturity and the issue price) on Securities paid to Italian resident (i) private individuals holding the Securities not in connection with entrepreneurial activities, (ii) real estate investment funds, (iii) pension funds, (iv) collective investment funds and SICAVs and (v) persons and entities exempt from corporate income tax, shall be subject to final “entrance” withholding tax at a rate of 27 per cent., if the Securities are sold (“ collocati ”) in Italy and entrusted Italian resident bank or financial intermediary intervenes in the collection of payments on the Securities, in the repurchase or in the transfer of the Securities. The 27 per cent. “entrance” withholding tax shall be levied by such Italian bank or financial intermediary.

If the Securities are not sold ( collocati ) in Italy and payment of proceeds on the Securities is not received through an entrusted Italian resident bank or financial intermediary that intervenes in the collection of payments on the Securities, in the repurchase or in transfer of the Securities, and as such no “entrance” withholding tax is required to be levied, the persons indicated in clauses above (i) to (v) will be required to report the payments in their yearly income tax return and subject them to a final substitute tax at rate of 27 per cent. The individual beneficial owners may elect instead to pay ordinary personal income tax at the progressive rates applicable to them in respect of the payments: if so, the beneficial owners should generally benefit from a tax credit for withholding taxes applied outside Italy, if any.

In the case of Italian resident beneficial owners who are corporate entities, payments received on the Securities will not be subject to any “entrance” withholding tax and will form part of their aggregate taxable business income (and, in certain cases, depending on the status of the Security-holders, may also be included in the taxable net value of production subject to regional tax on productive activities— IRAP) subject to tax in Italy according to ordinary tax provisions. A tax credit for withholding taxes applied outside Italy, if any, should be generally available.

Under current Italian tax law and practice, payments on the Securities to beneficial owners who are not resident in Italy for tax purposes and are without a permanent establishment in Italy to which the Securities are effectively connected, should not be subject to any Italian withholding or substitute tax. If the Securities are deposited with an Italian bank or other resident intermediary or are sold through an Italian bank or other resident intermediary or in any case an Italian resident intermediary (or permanent establishment in Italy of foreign intermediary) intervenes in the payment of interest, premium and other proceeds on the Securities, to ensure payment of interest, premium and other proceeds without application of Italian taxation a non-Italian resident Security-holder may be required to produce to the Italian bank or other intermediary (or permanent establishment in Italy of foreign intermediary) a self- declaration certifying to be the beneficial owner of payments of interest and other proceeds on the Securities and not to be resident in Italy for tax purposes

Capital Gains Tax Capital Gains Realized by Italian Resident Noteholders Any capital gain realized upon the sale for consideration or redemption of the Securities would be treated as part of the taxable business income (and, in certain cases, may also be included in the taxable net value of production for IRAP purposes), subject to tax in Italy according to the relevant tax provisions, if realized by Security-holders who are:

• Italian resident corporations;

• Italian resident partnerships qualified as società in nome collettivo or società in accomandita semplice and other similar partnerships, even de facto, carrying on a commercial activity;

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• permanent establishments in Italy of foreign corporations to which the Securities are effectively connected;

• Italian resident individuals carrying out a commercial activity, as to any capital gains realized within the scope of the commercial activity carried out; or

• public or private entities, other than companies, carrying out commercial activities, holding Securities in connection with the same commercial activities.

Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gain realized by Italian resident individuals holding Securities not in connection with an entrepreneurial activity and certain other persons upon sale for consideration or redemption of the Securities would be subject to an imposta sostitutiva at the current rate of 12.5 per cent.. Under the tax return regime, which is the standard regime for taxation of capital gains realized by Italian resident individuals not engaged in an entrepreneurial activity, imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any relevant incurred capital loss, realized by Italian resident individual Security-holders holding Securities not in connection with an entrepreneurial activity pursuant to all disposals of Securities and any other type of eligible financial assets carried out during any given fiscal year. Italian resident individuals holding Securities not in connection with entrepreneurial activity must report overall capital gains realized in any tax year, net of any relevant incurred capital loss, in the annual tax return to be filed for such year and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains of the same kind realized in any of the four succeeding tax years.

As an alternative to the tax return regime, Italian resident individual Security-holders holding the Securities not in connection with entrepreneurial activity may elect to pay a 12.5 per cent. imposta sostitutiva separately on capital gains realized on each sale or redemption of the Securities (the “Risparmio Amministrato ” regime). Such separate taxation of capital gains is allowed subject to (i) the Securities being deposited with Italian banks, società di intermediazione mobiliare (SIM) or certain authorized financial intermediaries and (ii) an express election for the Risparmio Amministrato regime being timely made in writing by the relevant Security-holder.

Under the “Risparmio Amministrato” regime, the financial intermediary is responsible for accounting for imposta sostitutiva in respect of capital gains realized on each sale or redemption of the Securities (as well as in respect of capital gains realized at revocation of its mandate), net of any relevant incurred capital loss, and is required to pay the relevant amount to the Italian fiscal authorities on behalf of the taxpayer, by deducting a corresponding amount from proceeds to be credited to the Security-holder.

Under the Risparmio Amministrato regime, where a sale or redemption of the Securities results in capital loss, such loss may be deducted from capital gains of the same kind subsequently realized within the same relationship of deposit in the same tax year or in the following tax years up to the fourth. Under the Risparmio Amministrato regime, the Security-holder is not required to report capital gains in its annual tax declaration and remains anonymous.

Any capital gains accrued on Securities held not in connection with entrepreneurial activity by Italian resident individuals who have elected for the Asset Management Option (the “ Risparmio Gestito ” regime) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realized, at year end, subject to the Asset Management Tax to be applied on behalf of the taxpayer by the managing authorized intermediary. Under the Asset Management Option, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the Asset Management Option, the Security-holder is not required to report capital gains realized in its annual tax declaration and remains anonymous.

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In case of Securities held by Italian resident collective investment funds or SICAVs, capital gains on Securities will be included in the computation of the taxable basis of the Collective Investment Fund Tax.

In case of Securities held by Italian resident pension funds subject to the regime provided by articles 14, 14-ter and 14-quater , paragraph 1, of Legislative Decree No. 124 of 21 April 1993, capital gains on Securities will be included in the computation of the taxable basis of the Pension Fund Tax.

Capital Gains Realized by Non-Italian Resident Noteholders Capital gains realized by beneficial owners who are not resident in Italy for tax purposes from the sale or redemption of the Securities are not subject to Italian taxation, provided that the Securities are held outside Italy.

In case the Securities are held in Italy, in principle capital gain realized by non-Italian resident private individuals and entities without a permanent establishment in the Republic of Italy to which the Securities are effectively connected may be taxable in Italy with the same rules as those set out above, which apply to Italian resident private individuals holding Securities not in connection with entrepreneurial activity.

However, Article 23 of Decree No. 917 provides for a general exemption from Italian taxation on capital gains for Security-holders (either individuals or corporations) who are not resident in Italy for tax purposes and do not have a permanent establishment in Italy to which the Securities are effectively connected, in respect of capital gains realized on the sale or redemption of Securities listed on a regulated market, in Italy or abroad, even though the Securities are held in Italy and regardless of the provisions of any applicable double tax treaty. In order to benefit from this exemption from Italian tax on capital gains, non-Italian residents without a permanent establishment in Italy to which the Securities are effectively connected who hold Securities in Italy with an Italian authorized financial intermediary and elect for the Risparmio Gestito regime or are subject to the Risparmio Amministrato regime, may be required to promptly file with the Italian authorized financial intermediary a self-declaration certifying not to be resident in Italy for tax purposes.

Moreover, pursuant to Decree No. 461 of 21 November 1997, any capital gain realized upon disposal of Securities not listed on a regulated market shall not be taxable in Italy (even though the Securities are held in Italy) if realized by non-Italian residents (either individuals or corporations) without a permanent establishment in Italy to which the Securities are effectively connected that are resident, for tax purposes, in a country that allows an adequate exchange of information with Italy. In relation to non-Italian residents without a permanent establishment in Italy to which the Securities are effectively connected that hold Securities in Italy with an Italian authorized financial intermediary and elect for the Risparmio Gestito regime or are subject to the Risparmio Amministrato regime, this exemption from Italian tax on capital gains applies upon condition that they promptly file with the Italian authorized financial intermediary a self-declaration certifying to be the beneficial owner of the Securities and to be resident, for tax purposes, in a country that allows an adequate exchange of information with Italy.

Exemption from Italian imposta sostitutiva on capital gains realized upon disposal of Securities not listed on a regulated market also applies to non-Italian residents who are (a) international bodies and organizations established in accordance with international agreements ratified in Italy; (b) foreign institutional investors, even though not subject to income tax or to other similar taxes, established in countries which allow an adequate exchange of information with Italy and (c) Central Banks or entities also authorized to manage official reserves of a State.

In addition, the provisions of Decree No. 461 do not preclude the application of any more favorable provision of a Tax Treaty entered into by Italy. In accordance with the OECD model, the majority of double tax treaties entered into by Italy provide that capital gains realized upon the disposal of securities are subject to taxation only in the country of residence of the seller.

Therefore, if a foreign selling Security-holders (i) is resident, for tax purposes, in a country with which Italy has a double Tax Treaty and the provisions relating to taxation of capital gains contained in the

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relevant Tax Treaty are consistent with the OECD model and (ii) is fully eligible for the benefits under such a treaty, then any capital gain realized upon disposal of Securities will not be subject to Italian imposta sostitutiva on capital gains pursuant to the provisions of the applicable Tax Treaty. Non-Italian residents without a permanent establishment in Italy to which the Securities are effectively connected who hold the Securities in Italy with an Italian authorized financial intermediary and elect for the Asset Management Option or are subject to the Risparmio Amministrato regime, may be required to promptly provide appropriate documentation (including a certificate of residence issued by the tax authorities of their country of residence) establishing that the above-mentioned conditions of non-taxability of capital gains realized pursuant to the applicable Tax Treaty have been satisfied, in order to be exempted from Italian substitute tax on capital gains under the applicable Tax Treaty.

The Risparmio Amministrato is the ordinary regime automatically applicable to non-resident persons and entities in relation to Securities deposited for safekeeping or administration at Italian banks, SIMs and other eligible persons or entities, but non-resident Security-holders retain the right to waive this regime. Such waiver may also be exercised by non-resident intermediaries with respect to safekeeping, administration and deposit accounts held in their names in which third parties’ financial assets are held. Luxembourg

Under Luxembourg tax law currently in effect and with the possible exception of interest paid to individual holders of Securities and to certain entities, there is no Luxembourg withholding tax on payments of interest (including accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possible exception of payments made to individual holders of Securities and to certain entities, upon repayment of principal in case of reimbursement, redemption, repurchase or exchange of the Securities.

Taxation of Luxembourg non-residents

Under the Luxembourg laws dated 21 June 2005 implementing the European Council Directive 2003/48/EC (the “Savings Directive”) and several agreements concluded between Luxembourg and certain dependent or associated territories of the European Union (“ EU ”), a Luxembourg-based paying agent (within the meaning of the Savings Directive) is required to withhold tax on interest and other similar income paid by it to (or under certain circumstances, to the benefit of) an individual resident in another Member State or in certain EU dependent or associated territories, unless the beneficiary of the interest payments elects for the procedure of exchange of information or for the tax certificate procedure. The same treatment will apply to payments of interest and other similar income made to certain ‘‘residual entities’’ within the meaning of Article 4.2 of the Savings Directive established in a Member State or in certain EU dependent or associated territories (i.e., entities which are not legal persons (the Finnish and Swedish companies listed in Article 4.5 of the Savings Directive are not considered as legal persons for this purpose), whose profits are not taxed under the general arrangements for the business taxation, that are not UCITS recognised in accordance with the Council Directive 85/611/EEC or similar collective investment funds located in Jersey, Guernsey, the Isle of Man, the Turks and Caicos Islands, the Cayman Islands, Montserrat or the British Virgin Islands and have not opted to be treated as UCITS recognised in accordance with the Council Directive 85/611/EEC). The withholding tax rate is initially 15 per cent., increasing steadily to 20 per cent. and to 35 per cent.. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain third countries.

Taxation of Luxembourg residents

Interest payments made by Luxembourg paying agents (defined in the same way as in the Savings Directive) to Luxembourg individual residents are subject to a 10 per cent. withholding tax.

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Spain

Spanish resident individuals As regards income obtained by Spanish resident individuals under the Securities, no Spanish withholding taxes should be deducted by the Issuer if it is a UK tax resident entity which does not have a permanent establishment in Spain.

However, withholding taxes on income obtained under the Securities may have to be deducted by other entities as follows:

(i) Interest paid to investors who are Spanish resident individuals will be subject to Spanish withholding tax at 18 per cent. to be deducted by the depositary entity of the Securities or the entity in charge of collecting the income derived thereunder, provided such entities are resident for tax purposes in Spain or have a permanent establishment in the Spanish territory.

(ii) Income obtained upon transfer of the Securities will be subject to Spanish withholding tax at 18 per cent. to be deducted by the financial entity acting on behalf of the seller, provided such entity is resident for tax purposes in Spain or has a permanent establishment in the Spanish territory.

(iii) Income obtained upon redemption of the Securities will be subject to Spanish withholding tax at 18 per cent. to be deducted by the financial entity appointed by the Issuer (if any) for redemption of the Securities, provided such entity is resident for tax purposes in Spain or has a permanent establishment in the Spanish territory.

Spanish resident corporates Provided that the Securities are listed on an OECD market, income obtained thereunder by Spanish resident corporates will be exempt from Spanish withholding taxes.

If no application is made for the Securities to be listed on and admitted to trading on an OECD market, then the withholding tax regime applicable to income obtained under the Securities by Spanish resident corporates will be equivalent as that summarised above in respect of Spanish resident individuals.

Sweden

There is no Swedish withholding tax ( källskatt ) applicable on payments made by the Issuer in respect of the Securities. Sweden operates a system of preliminary tax ( preliminärskatt ) to secure payment of taxes. In the context of the Securities a preliminary tax of 30 per cent. will be deducted from all payments of interest in respect of the Securities made to any individuals or estates that are resident in Sweden for tax purposes. Depending on the relevant holder’s overall tax liability for the relevant fiscal year the preliminary tax may contribute towards, equal or exceed the holder’s overall tax liability with any balance subsequently to be paid by or to the relevant holder, as applicable.

Switzerland

The following statements and discussions of certain Swiss tax considerations relevant to the purchase, ownership and disposition of Securities are of a general nature only and do not address every potential tax consequence of an investment in Securities under Swiss law. This summary is based on treaties, laws, regulations, rulings and decisions currently in effect, all of which are subject to change. It does not address the tax consequences of the Securities in any jurisdiction other than Switzerland. Potential investors will therefore need to consult their own tax advisers to determine the special tax consequences of the receipt, ownership and sale or other disposition of a Security.

Tax treatment depends on the individual tax situation of each investor and may be subject to change.

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The Securityholders shall assume and be responsible to the proper governmental or regulatory authority for any and all taxes of any jurisdiction or governmental or regulatory authority, including without limitation, any state or local taxes, transfer taxes or fees, occupation taxes or other like assessments or charges that may be applicable to any payment delivered to them by the Issuer hereunder or applicable to the transactions covered hereby. The Issuer shall have the right, but not the duty, to withhold from any amounts otherwise payable to a Securityholder such amount as is necessary for the payment of any such taxes, fees, assessments or charges.

Swiss Withholding Tax: According to current Swiss tax law and the present practice of the Swiss Federal Tax Administration, payments in respect of the Securities and repayment of principal of the Securities by the Issuer as a non-Swiss bank should not be subject to Swiss withholding tax provided that the Issuer uses the proceeds outside of Switzerland.

Swiss Value Added Tax ("VAT") : The issue, transfer, exercise or redemption of Securities relating to securities or any income derived therefrom will normally not be subject to Swiss VAT. However, any respective input VAT will correspondingly not be recoverable.

Issue Stamp Tax and Securities Transfer Tax: According to current Swiss tax law and the present practice of the Swiss Federal Tax Administration, neither the issue of Securities, provided that the Issuer uses the proceeds outside of Switzerland, nor the transfer of Securities is normally subject to Issue Stamp Tax and Securities Transfer Tax. Exceptions to these rules apply with regard to the Securities Transfer Tax to Securities which, due to specific features, are considered financing instruments, share- like or fund-like products for purposes of Swiss tax law. In this case, a Securities Transfer Tax of up to 0.3 per cent. of the consideration could be due on secondary market transactions in Securities, if a Swiss securities dealer ("Effektenhändler"), as defined in art. 13 para. 3 of the Swiss Federal Act on Stamp Duties ("Stempelabgabengesetz"), is a party to the transaction or acts as an intermediary thereto. This applies likewise for primary market transaction of fund-like instruments.

If, upon the exercise or redemption of a Security, an underlying security is delivered to the holder of the Security, the transfer of the underlying security may be subject to Swiss Securities Transfer Tax of up to 0.15 per cent. in the case of an underlying security which has been issued by a Swiss resident issuer and of up to 0.3 per cent. in the case of an underlying security which has been issued by a non Swiss issuer, provided in both cases that a Swiss securities dealer is a party to the transaction or acts as an intermediary thereto. Certain exemptions may, inter alia, apply with regard to institutional investors such as mutual funds, life insurance companies and social security institutions.

Income Taxation of Non-Swiss tax resident Investors: Under present Swiss tax law, payments of interest on the Securities and repayment of principal of the Securities to a holder who is a non-resident of Switzerland and who, during the taxation year has not engaged in a trade or business through a permanent establishment within Switzerland and who is not subject to income taxation in Switzerland for any other reason will not be liable to Swiss federal, cantonal or communal income taxation. Such an investor that is not a tax resident in Switzerland, will also not be liable to Swiss federal, cantonal or communal income taxation on gains realized during the taxation year on the sale or redemption of a Security.

Income Taxation of Securities Held by Swiss tax resident Individuals as Part of Private Property: Gains or losses realized upon a sale or other disposition by individuals holding a Security as part of their private property (private capital gain) are as a rule not subject to income taxation or are not deductible from taxable income respectively. This applies likewise to option premium received or paid by the holder of a Security that is treated for Swiss tax purposes as a transparent structured product consisting of part debt and part option.

Capital gains may, however, be subject to income taxation if a Security or a distinguishable part thereof qualifies as a bond where the predominant part of the annual yield on which is paid in the form of a one-

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time payment ("überwiegende Einmalverzinsung"). Losses arising from such bonds may be deducted from gains recognized from similar instruments during the same tax period.

Income derived from a Security, which is neither a private capital gain, as set out above nor a repayment of paid in capital (or face value in case of share-like instruments) nor an option premium is as a rule subject to tax. This applies, inter alia, to any issuance discount, repayment premium, other guaranteed payments (except repayment of capital or option premium) or any combination thereof. Payments or credits received by a holder because of dividends, interest etc. of the underlying may be subject to income tax for such holder. This may apply likewise to payments or credits derived from underlying funds.

Income Taxation of Securities Held by Swiss tax resident Individuals or Entities as Part of Business Property: Income realized and losses justified by business reasons incurred on Securities as part of the business property of individuals (including deemed securities dealers due to frequent dealing, debt financing or similar criteria; so called "Wertschriftenhändler") or entities resident in Switzerland are included in the taxable income or may be deducted from the taxable income, respectively, of such person or entity.

European Union Directive on the Taxation of Savings Income, Swiss Agreement: The European Union ("EU") adopted a directive on the taxation of savings income in the form of interest payments (European Directive 2003/48/EC of June 3, 2003) (the "Directive"). The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual in another Member State, except that Austria, Belgium and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. A number of third countries and territories, including Switzerland, have adopted similar measures to the Directive. On October 26, 2004, the European Community and Switzerland entered into an agreement on the taxation of savings income pursuant to which Switzerland adopted measures equivalent to those of the Directive.

On the basis of this Agreement, Switzerland introduced a withholding tax on interest payments and other similar income paid in Switzerland by a paying agent to an individual resident in an EU Member State (“ EU Withholding Tax ”). The rate of withholding is 15 per cent. for the first three years from 1 July 2005, 20 per cent. for the next three years and 35 per cent. thereafter, with the option for such an individual to authorise the paying agent to disclose details of the payments to the tax authorities of the relevant Member State in lieu of the withholding. The beneficial owner of the interest payments may be entitled to a tax credit or refund of the withholding, if any, provided that certain conditions are met.

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ADDITIONAL SELLING RESTRICTION

AUSTRIA

The Securities have not and will not be offered to the public in Austria, except that an offer of the Securities may be made to the public in Austria:

(a) if the following conditions have been satisfied:

(i) the Prospectus, including any supplements but excluding any Final Terms, in relation to those Securities issued by the Issuer, which has been approved by Finanzmarktaufsichtsbehörde in Austria (the FMA ) or, where appropriate, approved in another Member State and notified to the FMA, all in accordance with the Prospectus Directive, has been published at least one Austrian banking business day prior to the commencement of the relevant offer;

(ii) the applicable Final Terms for the Securities have been published on or prior to the date of commencement of the relevant offer; and

(iii) a notification with Oesterreichische Kontrollbank, all as prescribed by the Capital Market Act 1991, as amended ( CMA : Kapitalmarktgesetz 1991), has been filed at least one Austrian banking business day prior to the commencement of the relevant offer; or

(b) otherwise in compliance with the CMA.

For the purposes of this provision, the expression “an offer of the Securities to the public” means the communication to the public in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

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FORM OF FINAL TERMS

Final Terms dated [ ●]

Credit Suisse International

Registered as an unlimited liability company in England and Wales under No. 2500199

Zero Coupon [ ●]-linked [Non-] Principal Protected [Notes/Certificates] due [ ●] linked to [ ●] [Series NCSI-[●]] (the “ Securities ”)

issued pursuant to Base Prospectus BPCSI-1 (Call Options and Put Options) as part of the Structured Products Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Base Prospectus dated 21 February 2008 as supplemented at the date of these Final Terms which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “ Prospectus Directive ”). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. Copies of the Base Prospectus and each supplemental Prospectus may be obtained from the registered office of the Issuer and the offices of the Distributors and Agents specified herein.

These Final Terms comprise the final terms for the issue [and public offer in [ ●]] [and admission to

trading on [ specify regulated market ]] of the Securities.

The terms and conditions applicable to the Securities are (1) the General Terms and Conditions of [Notes/Certificates/Warrants]-[English/German/Swiss] law and the Asset Terms for [Index-linked Securities/Equity-linked Securities/Commodity-linked Securities/FX-linked Securities] set out in the Base Prospectus dated 1 February 2008 relating to the Issuer’s Structured Products Programme and (2) the Terms and Conditions set out in the Base Prospectus dated 21 February 2008 (BPCSI-1) relating to Call Options and Put Options (which incorporates by reference the provisions referred to in (1) above), as completed by these Final Terms. References to such Base Prospectuses are to them as supplemented at the date of these Final Terms.

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[Include whichever of the following apply or specify as “Not Applicable” (N/A). Italics denote guidance for completing the Final Terms.]

[When completing final terms or adding any other final terms or information consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

1 Series Number: [●][Not Applicable] 2 Tranche Number: [[ ●]/Not Applicable] (If fungible with an existing Series, give details of that series, including the date on which the Securities become fungible) 3 Applicable General Terms and Conditions: [Notes/Certificates] [English/German /Swiss] law (In certain countries, Certificates should be documented using the “Notes” General Terms and Conditions ) [General Condition 4 of the General Terms and Conditions of Notes (English/Swiss) law] shall also apply] ( Only use if the Certificates General Terms and Conditions (English or Swiss law) apply and the Securities bear interest or premium ) 4 Specified Currency or Currencies: [●] PROVISIONS RELATING TO NOTES AND CERTIFICATES 5 Aggregate Nominal Amount: [Up to] [ ●] (i) Series: [●] (ii) Tranche: [●] [Not Applicable] 6 Issue Price: [●] per cent. of the Aggregate Nominal Amount 7 Specified Denomination/Nominal Amount: [●] 8 Issue Date/Payment Date: [●] 9 Maturity Date/(Final) Redemption Date: The later of [●] and the [ ●] after the last day which is an Observation Date [specify the number and type of days by reference to which the Maturity Date is fixed] 10 Interest Basis: [Fixed Rate] [Floating Rate] [Zero Coupon] [Not Applicable] 11 Premium Basis: [Not Applicable] [Applicable (further particulars below)] 12 Redemption/Payment Basis: [Index-linked] [Equity-linked] [Commodity-linked]

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PROVISIONS RELATING TO WARRANTS

13 Type of Warrants: [Index-linked] [Equity-linked] [Commodity-linked] [FX-linked] 14 Exercise Style: [European Style] [American Style] [Bermudan Style] 15 Expiration Date/Exercise Date: [●] 16 Minimum Exercise Number: [●] [, or integral multiples thereof] [Only for (Minimum number of Securities which can be American Style Warrants. This must not exercised at any time) be more than the Minimum Transferable Number] 17 Maximum Exercise Number: [●] [Only for American Style Warrants] (Maximum number of Securities which can be exercised at any time, subject as otherwise specified in the Conditions) 18 Number of Securities: [Up to] [ ●] (i) Series: [●] (ii) Tranche: [●] [Not Applicable] 19 Issue Price: [●] 20 Issue Date/Payment Date: [●] 21 Settlement Date: [●] Business Days after the Expiration Date/relevant Exercise Date, provided that, if that day is not a Business Day, it shall be the next Business Day PROVISIONS RELATING TO INTEREST 22 Fixed Rate Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Rate[(s)] of Interest: [●] per cent. per annum (ii) Interest Commencement Date: [●] (Specify if different from the Issue Date) (iii) Interest Payment Date(s): [[ ●] in each year/[ ●]] (iv) Fixed Interest Amount [(s)]: [●] per [ ●] in nominal amount (v) Broken Amount: [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Interest Amount(s) and the Interest Payment Date(s) to which they relate ] (vi) Day Count Fraction: [Actual/Actual / Actual/Actual – ISDA / Actual/365 (fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30E/360 /

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Eurobond Basis / 30E/360 (ISDA) / Actual/Actual – ICMA] (vii) Determination Dates: [Not Applicable] [[ ●] in each year ( insert regular interest payment dates, ignoring maturity date in the case of a long or short last coupon. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA) ] (viii) Other terms relating to the method of [Not Applicable/ give details ] calculating interest for Fixed Rate Securities: 23 Floating Rate Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Specified Period(s)/Specified Interest [●] Payment Dates: (ii) Interest Commencement Date: [●] (Specify if different from the Issue Date) (iii) Business Day Convention: [Floating Rate Business Day Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other ( give details )] (iv) Business Centre(s): [●] (v) ISDA Determination: – Floating Rate Option: [●] – Designated Maturity: [●] – Reset Date: [●] – ISDA Definitions: (if different from [●] those set out in the Conditions) (vi) Margin(s): [+/-] [ ●] per cent. per annum (vii) Minimum Rate of Interest: [●] per cent. per annum (viii) Maximum Rate of Interest: [●] per cent. per annum (ix) Day Count Fraction: [Actual/Actual / Actual/Actual – ISDA / Actual/365 (fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30E/360 / Eurobond Basis / 30E/360 (ISDA) / Actual/Actual – ICMA] (x) Determination Dates: [Not Applicable] [[ ●] in each year ( insert regular interest payment dates, ignoring maturity date in the case of a long or short last coupon. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA) ]

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(xi) Rate Multiplier: [●] (xii((xii) Fall back provisions, rounding provisions, [●] denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions: PROVISIONS RELATING TO PREMIUM 24 Premium Provisions: [Applicable/Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph ) (i) Rate(s) of Premium: [●] per cent. per annum (ii) Day Count Fraction: [Actual/Actual / Actual/Actual – ISDA / Actual/365 (fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30E/360 / Eurobond Basis / 30E/360 (ISDA) / Actual/Actual – ICMA] (iii) Determination Dates: [Not Applicable] [[ ●] in each year ( insert regular premium payment dates, ignoring maturity date in the case of a long or short last premium. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA) ] (iv) Premium Commencement Date: [●] (Specify if different from the Issue Date ) (v) Premium Amount(s): [●] per [Specified Denomination] [[●] of the Nominal Amount] (vi) Premium Payment Date(s): [[ ●] in each year] [Each Interest Payment Date] [●] PROVISIONS RELATING TO REDEMPTION 25 Redemption Amount or Settlement Amount [Principal Protected] [Non-Principal Protected] [Call Option Securities] [Put Option Securities] (The following sub-paragra phs should be completed or deleted as appropriate ) (i) Averaging Dates: [●] (ii) Initial Averaging Dates: [●] (iii) Initial Setting Date: [●] (iv) Observation Dates: [●] (v) Valuation Time: [As determined in accordance with the Conditions/[ ●]] (vi) Participation: Indicatively [ ●] per cent.

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(vii) Minimum Participation: [●] per cent. (viii) Minimum Coupon (MC): [●] per cent. (ix) PP per cent.: [●] per cent. (x) Maximum Redemption Amount or [[●] per cent. of the Notional Amount] Settlement Amount: [Not Applicable] (xi) Strike/Initial Fixing Level: [[ ●] per cent.] [Not Applicable] 26 Early Termination Amount and Extraordinary [As provided in the General Conditions] Termination Amount ( German law Securities [The outstanding nominal amount] only ): [Not Applicable] 27 Call Option ( Not applicable to Warrants ) [Applicable/Not Applicable] ( If not applicable, delete the remaining sub- paragraphs of this paragraph ) (i) Optional Redemption Date(s)/Early [●] Redemption Date(s): (ii) Optional Redemption Amount(s) and [●] [together with any interest accrued to method, if any, of calculation of such the date fixed for redemption] amount(s): (iii) If redeemable in part: [●] (a) Minimum nominal amount to be [●] redeemed: (b) Maximum nominal amount to be [●] redeemed: (iv) Option Exercise Date(s): [●] (v) Description of any other Issuer’s option: [●] (vii) Notice period (if other than as set out in the [●] Conditions): 28 Settlement Currency (The Specified Currency/[ ●]) (The currency in which payment will be made) UNDERLYING ASSETS 29 List of Underlying Assets

i Underlying Asset i Weighting i [●] [●] [●] [●] [●] [●] 30 Index-linked Securities Index: [●] Bloomberg code [ ●] Information Source: [●] Required Exchanges: [As per the Asset Terms/[ ●]/Not Applicable] Jurisdictional Events: [Applicable/Not Applicable] Jurisdictional Event Jurisdiction(s): [●] Weighting: [●]

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(Repeat as necessary where there are more Indices) 31 Equity-linked Securities Share Issuer: [●] Share: [●] ISIN: [ ●] Information Source: [●] Exchange: [●] Jurisdictional Events: [Applicable/Not Applicable] Jurisdictional Event Jurisdiction(s): [●] Extraordinary Dividend [[ ●]/To be determined by the Issuer] Change of Law: [Applicable/Not Applicable] Insolvency Filing: [Applicable/Not Applicable] (Repeat as necessary where there are more Shares) 32 Commodity-linked Securities Commodity: [●] Information Source: [●] Commodity Reference Price: [●] [The Specified Price as published by the Price Source] [Commodity Reference Dealers] Price Materiality Percentage: [[ ●]/Not Applicable] Exchange: [●] Futures Contract: [●] Delivery Date: [[ ●]/[●] Nearby Month] Price Source: [●] Specified Price: [(A) the high price; (B) the low price; (C) the average of the high price and the low price; (D) the closing price; (E) the opening price; (F) the bid price; (G) the asked price; (H) the average of the bid price and the asked price; (I) the settlement price; (J) the official settlement price; (K) the official price; (L) the morning fixing; (M) the afternoon fixing; (N) the fixing; (O) the spot price; or (P) [Other – please specify ] Market Disruption Event: [Price Source Disruption]

[Trading Disruption] [Disappearance of Commodity Reference Price] [Material Change in Formula] [Material Change in Content] [Tax Disruption]

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[Other – please specify ] Bullion Reference Dealers: [[ ●]/The Calculation Agent/Not applicable] Reference Dealers: [[ ●]/The Calculation Agent] (Repeat as necessary where there are more Commodities)

33 FX-linked Securities

FX Date: [●] FX Page: [●] Information Source [●] Purchase Currency: [●] Sale Currency: [●] Valuation Time: [●] (Repeat as necessary where there are more FX Rates or insert a table) GENERAL PROVISIONS 34 Form of Securities: (Delete if Certificates General Terms and Conditions (English law) or Warrants General Terms and Conditions (English law) apply ) (i) Type: [Bearer Securities]

[Registered Securities] [Uncertificated Securities ( Swiss law only )] [Delete as appropriate ] (ii) Global Security ( English or German law [Permanent Global Security] only ): [Not Applicable] (iii) Applicable TEFRA exemption: [Not Applicable] [C Rules/D Rules] ( Swiss law only ) 35 Financial Centre(s): [Not Applicable/ Give details. Note that (Delete if Certificates General Terms and this item relates to the place of payment, Conditions apply ) and not interest period end dates ] 36 Vouchers to be attached to Definitive [Not Applicable/No/Yes] Securities ( Swiss law only ): 37 Transferable Number of Securities: [●] (Only include if Certificates or Warrants General Terms and Conditions apply ) 38 Listing: [(i)] Stock Exchange(s) to which application [Irish Stock Exchange] will initially be made to list the Securities: [OMX Nordic Exchange Helsinki] (Application may subsequently be made [OMX Nordic Exchange Stockholm] to other stock exchange(s)) [Oslo Børs] [SWX Swiss Exchange] [Other( specify )/None]

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(ii) [Admission to trading: [Application has been made for the Securities to be admitted to trading on [ ●] with effect from [ ●]]/[Not Applicable]] [Application will be made for the Securities to be admitted to provisional trading on the SWX Swiss Exchange.] 39 Entities (other than stock exchanges) to which [●] [Not Applicable] application for listing and/or approval of the Securities will be made: 40 Securities Codes and Ticker Symbols: ISIN Code: [●] [Not Applicable] Common Code: [●] [Not Applicable] Swiss Securities Number: [●] [Not Applicable] Telekurs Ticker: [●] [Not Applicable] WKN Number: [●] [Not Applicable] 41 Clearing and Trading: Clearing System(s) and any relevant [Euroclear Bank S.A./N.V. and identification number(s): Clearstream Banking, SA, Luxembourg] [Clearstream Banking AG, Frankfurt] [Monte Titoli] [APK] [VPC] [VPS] [SIS Segalntersettle AG, Olten] [Other] Clearing Agent ( German law Securities only ): [Clearstream Banking AG, Frankfurt] [●] [Not Applicable] Delivery: Delivery [against/free of] payment Last Trading Date: [●] [until the official close of trading o nthe SWX Swiss Exchange] [Not Applicable] Trading Basis: [“Clean price” (30/360) in per cent. opf the Nominal Amount.] [“Dirty price” or “full price” in per cent. of the Nominal Amount.] [Not Applicable] Minimum Trading Lot: [●] [Not Applicable] 42 Agents: Calculation Agent: [Credit Suisse International One Cabot Square London E14 4QJ] [Credit Suisse Paradeplatz 8 CH-8001 Zurich] Fiscal Agent/Principal Certificate [The Bank of New York

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Agent/Principal Warrant Agent: One Canada Square London E14 5AL] [Credit Suisse Paradeplatz 8 CH-8001 Zurich] [Not Applcable]

Paying Agent (Swiss law only ) [Credit Suisse Paradeplatz 8 CH-8001 Zurich] Paying Agents/Certificate Agents]: [The Bank of New York One Canada Square London E14 5AL] [Nordea Bank Finland Plc Aleksanterinkatu 36B Helsinki] [Credit Suisse Paradeplatz 8 CH-8001 Zurich] [Credit Suisse Securities (Europe) Limited Niederlassung Frankfurt am Main Junghofplaza Junghofstrasse 16 60311 Frankfurt am Main] Transfer Agents: [Not Applicable] [The Bank of New York One Canada Square London E14 5AL] Registrar: [Not Applicable] [The Bank of New York One Canada Square London E14 5AL] [Finnish Central Securities Depository Ltd (APK) Urho Kekkosen katu 5C 00101 Helsinki] [Nordea Bank Norge ASA Custody Services Essendrops gate 7 P.O. Box 1166 Sentrum 0107 Oslo] [VPC AB Box 7822 SE-10397 Stockholm] Issuing Agent (emissionsinstitut): [Not Applicable] [SEB Merchant Banking Securities Services

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Kungsträdgårdsgatan 8 SE-10640 Stockholm] (Delete or add additional Agents as appropriate) 43 Co-Structurer: [Credit Suisse Paradeplatz 8 CH-8001 Zurich] [Not Applicable] 44 Dealer(s): [Credit Suisse Securities (Europe) Limited/ other ] 45 Additional steps that may only be taken [Not Applicable/ give details ] following approval by Extraordinary Resolution: (Delete if Certificate General Terms and Conditions apply ) 46 Specified newspaper for the purposes of [●] notices to Securityholders: 47 Additional Provisions: [Not Applicable/ give details ]

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PART B – OTHER INFORMATION

Additional Provisions for Securities listed on SWX Swiss Exchange (delete if not applicable)

1 Index-linked Securities

Index: [ ●]

Development of the Index over the last 3 years:

[●]

(Repeat as necessary where there are more Indices)

2 Equity-linked Securities

Share Issuer: [NAME]

Domicile: [ ●]

ISIN and Swiss Securities Number of Share: [ ●]

Share Price Development over the last 3 years:

[●]

Availability of Annual Reports of Share Issuer: [ ●]

(Repeat as necessary where there are more Share Issuers)

3 Commodity-linked Securities

Commodity: [ ●]

Price Development over the last 3 years:

[●]

(Repeat as necessary where there are more Commodities)

[Index Trademark Disclaimer [ delete if not applicable ]

[Add if applicable]]

[Additional Selling Restrictions [ delete if not applicable ]

[Add if applicable]]

[Additional Taxation Provisions [ delete if not applicable ]

[Add if applicable]]

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Terms and Conditions of the Offer

1 Offer Price: [Not Applicable] [[ ●] per cent. of the nominal amount/[ ●] per Security] [To be determined on the basis of the prevailing market conditions on or around the Price Determination Date subject to the Maximum Price specified below. Maximum Price: [●] per cent. of the nominal amount/[●] per Security] Price Determination Date: [●]] Total amount of the offer. If the amount is [Not Applicable][ ●] 2 not fixed, description of the [To be determined on the basis of the demand for arrangements and time for announcing to the Securities and prevailing market conditions the public the definitive amount of the and published in accordance with Article 8 of the offer: Prospectus Directive.] 3 Conditions (in addition to those specified [●] in the Base Prospectus) to which the [Right to cancel: The offer may be cancelled if the

offer is subject: nominal amount or aggregate number of Securities of purchased is less than the Minimum Amount specified below or if the offer price is greater than the Maximum Price referred to above, or if the Issuer or the relevant Distributor assesses, at its absolute discretion, that any applicable laws, court rulings, decisions by governmental or other authorities or other similar factors render it illegal, impossible or impractical, in whole or part, to complete the offer or that there has been a material adverse change in the market conditions. In case of cancellation, unless otherwise specified by the relevant Distributor, the relevant Distributor will repay the purchase price and any commission paid by any purchaser without interest. Minimum Amount: [ ●][Not Applicable]] 4 The time period during which the offer [●] will be open: 5 Description of the application process [Not Applicable] [●] [Purchases from the relevant Distributors can be made by submitting to the relevant Distributor, a form provided by the relevant Distributor, or otherwise as instructed by the relevant Distributor.] 6 Details of the minimum and/or maximum [Not Applicable] amount of application: [●] 7 Details of the method and time limits for [Not Applicable]

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paying up and delivering the Securities: [Payments for the Securities shall be made to the relevant Distributor on [[ ●]/such date as the relevant Distributor may specify] as instructed by the relevant Distributor.] [The Securities are expected to be delivered to the purchasers’ respective accounts on or around [[ ●]/the date as notified by the relevant Distributor].] 8 Manner in and date on which results of [Not Applicable] the offer are to be made public: [●] 9 Categories of potential investors to which [Not Applicable] the Securities are offered and whether [●] tranche(s) have been reserved for certain countries: 10 Process for notification to applicants of [Not Applicable] the amount allotted and the indication [●] whether dealing may begin before [Applicants will be notified by the relevant notification is made: Distributor of the success of their application. Dealings in the Securities may begin before such notification is made.] 11 Amount of any expenses and taxes [Not Applicable] specifically charged to the subscriber or [●] purchaser: [The Issuer may also pay a commission or other amount to Distributors in connection with this offer.] 12 Name(s) and address(es), to the extent [None] known to the Issuer, of the placers [●] (“ Distributors ”) in the various countries where the offer takes place. 13 Market-Maker: [●] [Not Applicable]

14 Market-making agreement with the [Yes/No] Issuer: Liability for the offer: Any offers made by a Distributor will be made in its own name and not as an agent of the Issuer or the Dealer and only the relevant Distributor will be liable for the relevant offer. Neither the Issuer nor the Dealer accepts any liability for the offer or sale by the relevant Distributor of Securities.

[Notice for investors in Finland: Complaints relating to the offer may be submitted to the Securities Complaints Board.]

[Scenario Analysis

[Include if desired]]

[Retrospective Simulation

[Include if desired]

[Source of information: [ ] ]

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The values used for the simulations are historic and past performance is not a reliable indicator of future performance. The simulations are only examples and should not be considered as implying that the same levels of return could be obtained.

The figures used for the simulations are denominated in [SPECIFY CURRENCY]. Where investors are resident in a country other than the country or countries of such currency, the return for such investors in the currency of their country of residence may be increased or decreased as a result of currency fluctuations.]

[Redemption Amount

[Include Formula and related provisions if desired]]

Statements

[Representation (SWX listing only)

In accordance with article 50 of the Listing Rules of the SWX Swiss Exchange the Issuer has appointed Credit Suisse, located at Paradeplatz 8, CH-8001 Zurich, as recognised representative to lodge the listing application with the Admission Board of the SWX Swiss Exchange.]

[Significant or Material Adverse Change Statement (SWX listing only)

There has been no significant change in the financial or trading position of the Issuer since [ ●] and there has been no material adverse change in the financial position or the prospects of the Issuer since [ ●].]

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. [[●] has been extracted from [ ●]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to as certain from information published by [ ●], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of the Issuer:

By: ______

Duly authorised

By: ______

Duly authorised

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