EFG International (Guernsey) Limited USD 400,000,000 5.000 Per Cent

EFG International (Guernsey) Limited (incorporated with limited liability in Guernsey, Channel Islands) USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 irrevocably and unconditionally guaranteed on a subordinated basis by EFG International AG (incorporated with limited liability in Switzerland) The USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 (the " Notes ") will be issued by EFG International (Guernsey) Limited (the " Issuer ") on 5 April 2017 (the " Issue Date ") and will be unconditionally and irrevocably guaranteed on a subordinated basis (the " Subordinated Guarantee "), as described herein, by EFG International AG (the " Guarantor "). The Notes will, unless previously redeemed, repurchased and cancelled, or written-off, bear interest from (and including) the Issue Date to (but excluding) 5 April 2022 (the " Reset Date ") at a rate of 5.000 per cent. per annum, payable semi-annually in arrear on 5 April and 5 October in each year, subject to adjustment for non-business days. From the Reset Date, the Notes will, unless previously redeemed, repurchased and cancelled, or written-off, bear interest from (and including) the Reset Date to (but excluding) 5 April 2027 (the " Maturity Date ") at a rate per annum which shall be equal to the aggregate of the Benchmark Rate (as defined in the Terms and Conditions of the Notes (the " Conditions ")) as at the Reset Date and a margin of 2.978 per cent. per annum (the " Margin ") payable semi- annually in arrear. The Issuer may, at its option, subject to having received the consent of the Swiss Financial Market Supervisory Au- thority (" FINMA "), redeem all, but not some only, of the Notes on the Reset Date at their principal amount together with accrued and unpaid interest to the date of redemption. The Issuer may also, at its option, subject to having received the consent of the FINMA (if then required), redeem all, but not some only, of the Notes at their principal amount together with accrued and unpaid interest to the date of redemption, upon the occurrence of a Capital Event, or in the event of certain tax changes, all as defined and described under " Terms and Conditions of the Notes– Redemption, Purchases, Substitution, Cancellation and Variation ". FINMA's consent for an early redemption of the Notes will be subject to (i) the availability of sufficient regulatory capital following such early redemption, or (ii) the issuance of regulatory capital of the same or higher quality than the Notes to replace the Notes. If a Viability Event occurs, a Write-Off will occur on the relevant Write-Off Date and the Noteholders (each as defined in the Conditions) will lose the entire principal amount of the Notes and all accrued and unpaid interest thereon that has not become due and payable prior to the relevant Write-Off Notice Date, all as described under " Terms and Conditions of the Notes–Write-Off upon a Viability Event ". The Notes are expected to be provisionally admitted to trading on SIX Swiss Exchange Ltd (" SIX ") from 5 April 2017 and application will be made for the Notes to be listed on SIX. The last day for trading will be the second SIX trading day prior to the date on which the Notes are fully redeemed, purchased and cancelled or written-off in accordance with the Conditions. The Notes shall be in denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. The Notes will be represented by a global certificate deposited with a common depository for Clearstream Banking S.A. (" Clearstream, Luxembourg ") and/or Euroclear Bank SA/NV (" Euroclear " and, together with Clearstream, Luxem- bourg, the " Clearing Systems ") and registered in the name of such depository or its nominee. Beneficial interests in the Notes will be held through Clearstream, Luxembourg and/or Euroclear and their respective direct and indirect participants, and such direct and indirect participants will record beneficial interests on their books. The Issuer will not issue individual certificates in respect of the Notes except in limited circumstances set out in " Terms and Conditions of the Notes–Form, Denomination and Transfer " below. Settlement of the Notes will occur through the Clearing Sys- tems against payment for value on 5 April 2017. On issue, the Notes are to be rated BBB+ by Fitch Ratings Ltd. (" Fitch " or the " Rating Agency"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

No action has been or will be taken in any jurisdiction that would permit a public offering of the Notes in any jurisdiction other than Switzerland. The distribution of this information memorandum (the " Information Memorandum ") and the offer or sale of Notes may be restricted by law in certain jurisdictions, as described under " Selling and Transfer Restrictions ". This Information Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended and, in accordance with such Directive, no prospectus is required in connection with the issuance of the Notes.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the " Securities Act ") and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead Managers (as defined in " Selling and Transfer Restrictions ") in accordance with Regulation S under the Securities Act (" Regulation S "), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

PURCHASING THE NOTES INVOLVES RISKS. FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN DECIDING WHETHER TO INVEST IN THE NOTES, SEE " RISK FACTORS " BEGINNING ON PAGE 5. INVESTORS SHOULD REACH THEIR OWN INVESTMENT DECISION ABOUT THE NOTES ONLY AFTER CONSULTATION WITH THEIR OWN FINANCIAL AND LEGAL ADVISERS ABOUT RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES AND THE SUITABILITY OF INVESTING IN THE NOTES IN LIGHT OF THE PARTICULAR CHARACTERISTICS AND TERMS OF THE NOTES, WHICH ARE COMPLEX IN STRUCTURE AND OPERATION, AND IN LIGHT OF EACH INVESTOR'S PARTICULAR FINANCIAL CIRCUMSTANCES.

Joint Lead Managers

Citigroup Credit Suisse DBS Bank Ltd.

SWISS SECURITY NUMBER 36281877 ISIN XS1591573180 COMMON CODE 159157318

The date of this Information Memorandum is 3 April 2017

RESPONSIBILITY STATEMENT

Each of the Issuer and the Guarantor (the “ Responsible Persons ”) accepts responsibility for all information contained in this Information Memorandum and confirm that to the best of their knowledge, the information in this Information Memorandum is correct and that no material facts or circumstances have been omitted therefrom. None of the Joint Lead Managers assumes any responsibility for the accuracy or completeness of the information set forth in this Information Memorandum.

Zurich, 3 April 2017

EFG International AG By: Giorgio Pradelli By: Emanuele Stauffer Deputy CEO and CFO Group General Counsel

______Duly authorised Duly authorised

St Helier, 3 April 2017

EFG International (Guernsey) Limited By: Gerard Gardner By: Connie Clark Director Director

______Duly authorised Duly authorised

NOTICE TO INVESTORS

No person is or has been authorised by the Responsible Persons to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Responsible Persons or the Joint Lead Managers (as defined below).

Neither the delivery of this Information Memorandum nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.

Neither this Information Memorandum nor any other information supplied in connection with the issue and sale of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers that any recipient of this Information Memorandum or any other information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither this Information Memorandum nor any other information supplied in connection with the issue and sale of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to subscribe for or to purchase any Notes.

In making an investment decision regarding the Notes, prospective investors should rely on their own independent investigation and appraisal of (a) the Issuer and the Guarantor, their business, their financial condition and affairs and (b) the terms of the offering, including the merits and risks involved. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes. Potential investors should, in particular, read carefully the section entitled " Risk Factors " set out below before making a decision to invest in the Notes.

This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Information Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Responsible Persons and the Joint Lead Managers do not represent that this Information Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Responsible Persons or the Joint Lead Managers which would permit a public offering of any Notes or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Information Memorandum or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Information Memorandum and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Information Memorandum and the offer or sale of Notes in the United States (and to, or for the account or benefit of, U.S. persons), Japan, the United Kingdom, Singapore, Hong Kong, Taiwan and Guernsey, as described under " Selling and Transfer Restrictions ".

The Notes will not be offered or sold to any person resident in the Bailiwick of Guernsey or any person resident for the purposes of the Income Tax (Guernsey) Law 1975 (as amended) in Guernsey, Alderney or Herm, Channel Islands.

Each of the Issuer and the Guarantor has confirmed to the Joint Lead Managers that this Information Memorandum contains all information (in the context of the issue, offering and sale of the Notes) relating to the Issuer, the Guarantor and the EFGI Group (as defined below)and such information is in every material particular true and accurate and not misleading and does not omit to state any other fact required to be stated herein or the omission of which would make any information contained herein misleading in any material respect and all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements.

The Issuer and the Guarantor have not authorised the making or provision of any representation or information regarding the Issuer, the Guarantor, the EFGI Group or the Notes other than as contained in this Information Memorandum or as approved for such purpose by the Issuer or the Guarantor. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor or the Joint Lead Managers.

No person is authorised to give any information or to make any representation not contained in this Information Memorandum and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or Joint Lead Managers. Neither the delivery of this Information Memorandum nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this Information Memorandum has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date upon which this Information Memorandum has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Information Memorandum or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Notes. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Information Memorandum or any such statement.

EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS THE NOTES OR POSSESSES OR DISTRIBUTES THIS INFORMATION MEMORANDUM AND MUST OBTAIN ANY CONSENT, APPROVAL, OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER THE ISSUER, NOR THE GUARANTOR NOR THE JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.

In this Information Memorandum, all references to:

• “Issuer ” are to EFG International (Guernsey) Limited;

• “Guarantor ”, “EFG International AG ” or " EFGI " are to EFG International AG;

• “EFGI Group ” or the “ Group ” are to the Guarantor together with its consolidated subsidiaries; and

• “Joint Lead Managers ” are to Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and DBS Bank Ltd.

Terms used but not defined herein shall have the meaning ascribed to them in the Conditions.

iii

Forward-Looking Statements

Information in this Information Memorandum may include "forward-looking statements", including but not limited to statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and include any statement which does not directly relate to a historical fact or current fact. Forward-looking statements are typically identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs such as, without limitations, "will", "should", "would" and "could". Undue reliance should not be placed on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, on the one hand, to differ from any results expressed or implied by the present communication, on the other hand.

Please refer to the section entitled “ Risk Factors ” below for a description of certain important factors, risks and uncertainties that may affect the business of the Issuer, the Guarantor and/or the EFGI Group.

As a result of potentially extreme volatility and disruption of global financial markets, as observed in recent years during the global financial crisis and subsequent sovereign debt crisis in Europe, EFGI Group and in particular, the Issuer, are exposed to significant financial, capital market and other risks, including movements in interest rates, credit spreads, equity prices, and currency movements, changes in rating agency policies or practices, and the lowering or loss of financial strength and other ratings.

Disclosure with respect to fees

Within the context of the offering and sale of the Notes, the Issuer, the Guarantor, any of their affiliates or the Joint Lead Managers may directly or indirectly pay fees in varying amounts to third parties, such as distributors or investment advisors, or receive payment of fees in varying amounts, including any levied in association with the distribution of the Notes, from third parties. Prospective investors should be aware that the Issuer, the Guarantor or their affiliates and the Joint Lead Managers may retain fees in part or in full.

Incorporation by Reference

The following documents are incorporated into, and form an integral part of, this Information Memo- randum.

• Audited consolidated financial statements of EFG International AG for the year ended 31 De- cember 2016 on pages 89 et. seq. of the 2016 Annual Report.

• Audited unconsolidated (statutory) parent company financial statements of EFG International AG for the year ended 31 December 2016 on pages 215 et. seq. of the 2016 Annual Report.

• Audited consolidated financial statements of EFG International AG for the year ended 31 De- cember 2015 on pages 95 et. seq. of the 2015 Annual Report.

The 2016 Annual Report and the 2015 Annual Report are available on (http://www.efginternational.com/cms1/cms/efgi/financial_reports ) and as described in "–Documents Avaiable ".

Documents Available

Following the publication of this Information Memorandum, a supplement may be prepared by the Issuer. Statements contained in any such supplement shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Information Memorandum. Any statement modiﬁed or superseded shall not, except as so modiﬁed or superseded, constitute a part of this Information Memorandum.

Copies of this Information Memorandum, the documents incorporated herein by reference and any supplements hereto, if any, are available free of charge from the offices of Credit Suisse AG as Swiss Paying Agent at Uetlibergstrasse 231, CH-8048 Zurich, Switzerland during normal business hours or may be obtained upon request by telephone (+41 44 333 28 86), fax (+41 44 333 57 79) or e-mail to [email protected] on any weekday (Saturday, Sundays and public holidays excepted) so long as the Notes are listed on SIX Swiss Exchange.

Stabilisation

In connection with the issue of the Notes, Citigroup Global Markets Limited (the " Stabilising Manager ") (or persons acting on behalf of the Stabilising Manager) may over allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

Non-IFRS financial measures

EFGI Group uses certain financial measures in this Information Memorandum that are not measures of financial performance or liquidity under the International Financial Reporting Standards (" IFRS ") as follows:

• Assets Under Management (“ AUM ”), as defined by the EFGI Group, includes securities in custody, fiduciary placements, client deposits, client loans and mortgages, funds, mutual funds, third-party assets in custody managed by the EFGI Group, third-party funds administered by the EFGI Group and structured notes structured and managed by the EFGI Group and other third party issuers.

• Revenue Generating Assets Under Management (“ Revenue Generating AUM ”), as defined by the EFGI Group, includes securities in custody, fiduciary placements, client deposits, client loans and mortgages, funds, mutual funds, third-party assets in custody managed by the EFGI Group, third-party funds administered by the EFGI Group and structured notes structured and managed by the EFGI Group and other third party issuers but excludes the Guarantor’s shares held by the EFGI Group and further excludes assets under administration, as described in more detail in note 56 of EFGI Group's 2016 audited consolidated ﬁnancial statements, as well as assets for which EFGI Group solely acts as custodian.

• Underlying (“ Underlying ”) items such as for example Underlying net profit, Underlying operating expenses, Underlying personnel expenses, Underlying other operating expenses, Underlying net commission or Underlying income, as defined by the EFGI Group, are calculated as excluding the impact of non-core activities such as for example discontinued businesses, legacy issues including but not limited to life insurance.

• Revenue Margin (“ Revenue Margin ”) or Return On AuM (“ Return on AUM” ), as defined by the EFGI Group, is calculated as the ratio of net operating results to the average Revenue Generating AUM (calculated as the average from the beginning of the period and the end of the period) divided by 1000.

• Loan/Deposit Ratio (“ Loan/Deposit Ratio ”), as defined by the EFGI Group, is calculated as the ratio of due from customers to the sum of due to customers and structured products issued.

• Cost Base (“ Cost Base ”) is equivalent to the operating expenses.

• Cost-Income Ratio (“ Cost-Income Ratio ”), as defined by the EFGI Group, is calculated as the ratio of operating expenses (including amortisation expense of software and tangible ﬁxed

assets) to operating income.

• Net New Assets (“ Net New Assets ” or “ NNA ”), as defined by the EFGI Group, represent the amount by which the Revenue Generating AUM increase or decrease in any given reporting period as a result of new client acquisitions, client departures, inflows or outflows of funds attributable to existing clients (whether in cash or securities) and new or repaid client loans, mortgages or overdrafts and interest expense relating to client loans. Net New Assets does not include changes in Revenue Generating AUM resulting from changes in market prices of securities, changes in foreign exchange rates affecting the translation of the value of assets and liabilities denominated in currencies other than CHF into CHF for reporting purposes or fees and commissions charged to clients. Changes in Revenue Generating AUM resulting from any acquisition or disposal of one of our businesses are also excluded from the calculation of Net New Assets. Because Net New Assets excludes the impact of fluctuations in currency and exchange rates and securities prices, the EFGI Group believes it is an accurate reflection of the performance of the business in generating growth in our business in any given period.

These non-IFRS financial measures presented herein are not recognised measures of financial performance or liquidity under IFRS, but measures used by the EFGI Group’s management to monitor the underlying performance of the EFGI Group’s business and operations. These non-IFRS financial measures have limitations as analytical tools and should not be viewed as indicators of, or alternatives to, its results or any performance or liquidity measures under IFRS, as set forth in its financial statements. The non-IFRS financial measures should therefore be considered as supplementary information to, and read only in conjunction with, the consolidated financial statements of the EFGI Group, prepared in accordance with IFRS, and included elsewhere in this Information Memorandum.

The EFGI Group has presented these non-IFRS measures in this Information Memorandum because it considers them to be important supplemental measures of the EFGI Group’s performance and believes that they are widely used by investors comparing performance between companies. Since not all companies define or compute these non-IFRS financial measures in the same way, the manner in which the EFGI Group’s management has chosen to define or compute the non-IFRS financial measures presented herein may not be comparable with similarly defined terms used by other companies.

TABLE OF CONTENTS

OVERVIEW ...... 1

RISK FACTORS ...... 5

TERMS AND CONDITIONS OF THE NOTES ...... 39

THE SUBORDINATED GUARANTEE ...... 65

FORM OF THE NOTES ...... 70

USE OF PROCEEDS ...... 72

SIMPLIFIED ORGANISATIONAL CHART OF THE EFG GROUP ...... 73

INFORMATION ON THE ISSUER ...... 74

INFORMATION ON THE GUARANTOR ...... 77

SELLING AND TRANSFER RESTRICTIONS ...... 101

TAXATION ...... 104

GENERAL INFORMATION ...... 110

INDEX TO FINANCIAL STATEMENTS ...... F-1

vii

OVERVIEW

This overview must be read as an introduction to this Information Memorandum and any decision to invest in the Notes should be based on a consideration of this Information Memorandum as a whole, including the documents incorporated herein by reference.

This overview refers to certain provisions of the Terms and Conditions of the Notes and is qualified by the more detailed information contained elsewhere in this Information Memorandum.

Words and expressions defined in “Terms and Conditions of the Notes” shall have the same meanings when used in this overview.

Issuer ...... EFG International (Guernsey) Limited The Issuer is a non-cellular company incorporated in Guernsey limited by shares and is wholly-owned by the Guarantor. Guarantor ...... EFG International AG EFG International AG is the holding company of the EFGI Group, an international private banking and asset management group based in Zurich and is listed on SIX - according to the International Reporting Standard of SIX (SIX: EFGN). Notes ...... USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 Issue Date ...... 5 April 2017 Risk Factors ...... There are many factors that may affect the Issuer's ability to fulfil its obligations under the Notes. There are also certain factors which may affect the Guaran- tor's ability to fulfil its obligations under the Subordi- nated Guarantee. Certain of these factors are set out under " Risk Factors " below and include, among others, liquidity risks, credit risks, risks relating to regulatory and legislative changes, reputational risks and general macroeconomic factors. In addition, there are certain other factors which are material for purposes of assessing the risks associated with the Notes. These include the fact that the Notes may not be a suitable investment for all investors, certain risks relating to the structure of the Notes, including that they are subject to a Write Off upon the occurrence of a Viability Event (each as defined below) and certain market risks. Joint Lead Managers ...... Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited DBS Bank Ltd. Principal Paying Agent ...... Citibank, N.A., London Branch Currency ...... USD Maturity ...... Unless previously redeemed, repurchased and cancelled, substituted, varied or written-off and cancelled, the Notes will be repaid on the Maturity Date at their aggregate principal amount, together with any accrued and unpaid interest thereon. Issue Price ...... 100 per cent. Form of Notes ...... The Notes will be issued in registered form in denominations of USD 200,000 and integral multiples of USD

1,000 in excess thereof. The Notes will be represented by a global certificate deposited with a common depositary for Clearstream, Luxembourg and/or Euro- clear and registered in the name of such common depositary or its nominee. The Issuer will not issue individual certificates except in limited circumstances. Interest ...... Unless redeemed, purchased and cancelled or written- off and cancelled, the Notes will initially bear interest at the fixed rate of 5.000 per cent. per annum from (and including) the Issue Date to (but excluding) the Reset Date payable semi-annually in arrear on 5 April and 5 October in each year and thereafter at a rate being the aggregate of the Margin and the Benchmark Rate as at the Reset Interest Determination Date, payable semi-annually in arrear on 5 April and 5 October, commencing on 5 April 2022. Optional Redemption ...... Unless a Viability Event has occurred and subject to certain conditions as described herein under " Terms and Conditions of the Notes – Redemption, Purchas- es, Substitution, Cancellation and Variation ", the Notes will be redeemable at the option of the Issuer at their principal amount plus accrued but unpaid interest, in whole (but not in part), upon giving not less than 30 and not more than 60 business days notice to the Noteholders notifying the date fixed for redemption under the following circumstances: (i) on the Reset Date; or (ii) if a Tax Event has occurred and is continuing; or (iii) if a Capital Event has occurred and is continuing. Substitution or Variation ...... If a Capital Event or a Tax Event has occurred and is continuing, the Issuer may, subject to certain conditions as described under " Terms and Conditions of the Notes – Redemption, Purchases, Substitution, Cancel- lation and Variation ", without any requirement for the consent or approval of the Noteholders, either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become Compliant Notes. Viability Event ...... A Viability Event will be deemed to have occurred if: (i) FINMA has notified the Guarantor that it has determined that the write-off of the Notes, together with the conversion, write-down or write-off of holders' claims in respect of any other instruments that, pursuant to their terms or by operation of laws are capable of being converted into equity, written down or written off at that time, is, because customary measures to improve the Guarantor's capital adequacy are at the time inadequate or unfeasible, an essential requirement to prevent the Guarantor from becoming insolvent, bankrupt or unable to pay a material part of its debts as they fall due, or from ceasing to carry on its business; or (ii) customary measures to improve the Guarantor’s capital adequacy being at the time inadequate or unfeasible, the Guarantor has received an irrevocable commitment of direct or indirect extraordi-

nary support from the Public Sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving the Guarantor’s capital adequacy and without which, in the determination of FINMA, the Guarantor would have become insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business. Viability Event Notice and Viability Event No later than three (3) Business Days after the occur- Notice Date ...... rence of a Viability Event, the Issuer shall deliver to the Principal Paying Agent a notice signed by two authorised signatories, stating that a Viability Event has occurred and designating the Write-Off Date (the " Viabil- ity Event Notice ", the date on which such notice is given, the " Viability Event Notice Date "), provided, however, that the Write-Off Date shall be no later than ten (10) Business Days after the Viability Event Notice Date. Viability Event Write-Off ...... If a Viability Event has occurred, the claims of the Holders against the Issuer or the Guarantor to receive repayment of the principal amount and interest (if any) shall be permanently reduced to zero with effect as of the relevant Write-Off Date, the Holders shall no Ionger have any rights whatsoever against the Issuer with respect to the Notes ( bedingte Aufhebung einer Forderung durch Übereinkunft ). Taxation ...... The Issuer, failing which, the Guarantor, will pay such Additional Amounts as may be necessary in order that the net payment received by each Holder in respect of the Notes, after withholding for any taxes imposed on the Issuer or the Guarantor by tax authorities in Guernsey or Switzerland (or in any political subdivision thereof or therein having power to tax) upon payments made by or on behalf of the Issuer under the Notes or the Guarantor under the Subordinated Guarantee, as applicable, will equal the amount which would have been received in the absence of any such withholding taxes, save in certain limited circumstances as more particularly set out in “ Terms and Conditions of the Notes–Taxation ”. Events of Default ...... For as long as the Issuer is EFG International (Guern- sey) Limited, an Event of Default shall occur in the following limited circumstances: (i) default is made for a period of 10 days or more in the payment of any principal due or 30 days or more in the payment of any interest due in respect of the Notes or any of them; or (ii) the Issuer has its affairs declared en état de dé- sastre , or an order is made or a resolution is passed for the winding-up of the Issuer or insolvency proceedings (including liquidation, bankruptcy, désastre or other insolvency proceedings) have commenced in respect of the Issuer; or (iii) the occurrence of a Bankruptcy Event with respect to the Guarantor, or (iv) the occurrence of a “ Liquidation Event ” (other than a Liquidation Event that has been approved

by an Extraordinary Resolution). Following a Substitution Date, the Events of Default shall be as specified in Condition 12.2. Issuer Substitution ...... Noteholders will be deemed to have explicitly consent- ed to and acknowledged that the Issuer may at any time, at the discretion of the Issuer and without any requirement for the further consent of the Noteholders, be substituted as Issuer by the Guarantor, whereupon the Subordinated Guarantee shall be terminated, provided certain conditions are satisfied, as more particularly described in “ Terms and Conditions of the Notes– Meetings of Noteholders, Modifications and Substitu- tion–Substitution ”. Use of Proceeds ...... The net proceeds from the issue of the Notes amount- ing to approximately USD 398,000,000 will be used for general corporate purposes in a way that does not constitute a use of proceeds in Switzerland for Swiss tax purposes, as more particularly described in " Use of Proceeds "). Status of the Notes ...... The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. The rights and claims of the Noteholders are subordinated as described herein under “ Terms and Condi- tions of the Notes–Status and Subordination of the Notes–Subordination ”. Subordinated Guarantee ...... The obligations of the Guarantor under the Subordi- nated Guarantee will be direct, unconditional and unsecured obligations of the Guarantor, subordinated as described herein under “ Terms and Conditions of the Notes–Subordinated Guarantee; Status and Sub- ordination of the Subordinated Guarantee– Subordination ”. Noteholders have limited enforcement remedies under the Subordinated Guarantee, as more particularly described herein under “ Terms and Conditions of the Notes–Events of Default–Events of Default relating to EFGI following a Substitution Date ”. Expected Rating ...... On Issue, the Notes are to be rated BBB+ by Fitch Ratings Limited. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Governing Law ...... Swiss law Jurisdiction ...... Courts of the City of Zurich and, if permitted, the Commercial Court of the Canton of Zurich Selling Restrictions ...... The offer and sale of the Notes is subject to certain restrictions as described hereunder under “ Selling and Transfer Restrictions ”. Swiss Security Number ...... 36281877 ISIN ...... XS1591573180 Common Code ...... 159157318 Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and DBS Bank Ltd. have entered into a Subscription Agreement dated 3 April 2017 with the Issuer and the Guarantor relating to the purchase of the Notes from the Issuer.

RISK FACTORS

Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are considered material for the purpose of assessing the market risks associated with the Notes are described below.

Each of the Issuer and the Guarantor believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer or the Guarantor to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons which may not be considered significant risks by the Issuer and the Guarantor based on information currently available to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

Factors that may affect the Issuer's ability to fulfil its obligations under the Notes

Changes to the laws of Guernsey applicable to the Issuer could have a material negative effect on the Issuer or its business activities.

The Issuer is subject to the laws of Guernsey, any of which may change at any time and could have a material adverse effect on the Issuer or its business activities. Such changes could include changes to statutory, tax and regulatory regimes.

The Issuer depends on other members of the EFGI Group.

The Issuer is a finance vehicle established by the Guarantor for the purpose of issuing notes (see "Use of Proceeds" ). In order for the Issuer to fulfil its obligations under the Notes, the Issuer will therefore be dependent upon payments from other members of the Group, upon the Guarantor capitalising the Issuer adequately and upon other members of the Group paying interest on and repaying in a timely fashion any loans the Issuer might grant to them. Should any Group member fail to make any such payments in a timely fashion, that failure could have a material effect on the ability of the Issuer to fulfil its obligations under the Notes. By virtue of its dependence on other Group members, each of the risks described below that affect the Guarantor will also indirectly affect the Issuer.

Factors that may affect the Guarantor's ability to fulfil its obligations under the Subordinated Guarantee.

As a result of its business activities, the Group is exposed to a variety of risks, the most significant of which are business risk, credit risk, market risk, reputational risk, operational risk and liquidity risk. Failure to control these risks could have a material adverse effect on the Guarantor's and the Group's result of operations and financial condition.

The EFGI Group is exposed to risks relating to global economic and market conditions.

As a global private bank, the Group's business is materially affected by global economic and financial market conditions. Weak macroeconomic conditions, recession and global financial market turmoil and volatility have affected and may continue to affect the EFGI Group's businesses, the activity level and behaviour of clients, the Group’s results from operations, financial performance and profitability, shareholders equity and regulatory capital. These external global economic and market factors include unemployment levels, consumer and government spending levels, inflation rates, credit spreads, currency exchange rates, the availability and cost of capital, market indices, investor sentiment and confidence in the financial markets, consumer confidence, the liquidity in financial markets, the level and volatility of equity prices, commodity prices and interest rates and real estate prices. Furthermore,

other factors or events may affect global economic conditions, such as a potential exit of countries from the Eurozone, such as Greece, and the exit of the United Kingdom from the European Union, a sharp slowdown in the emerging markets, including Brazil and China, and market reactions to interest rate increases or decreases by the United States Federal Reserve or other central banks.

For example, the implications of the exit of the United Kingdom from the European Union are still uncertain. EFGI Group could be adversely impacted by related market developments such as higher market volatility or increased exchange rate movements of the GBP versus CHF, which could for example reduce the value of earnings from its operations in the United Kingdom, as well as reduce the value of the equity invested in the UK subsidiary of EFGI. EFGI Group is also exposed to the risk that the exit of the United Kingdom from the European Union may result in lower housing prices in the United Kingdom, which may adversely affect the credit quality of mortgage loans secured by property in the United Kingdom. Following the exit of the UK from the European Union, other member states of the European Union could decide for an exit of the union; member states of the Eurozone could decide to exit and / or re-shape the currency union, increasing uncertainty and potentially causing regional as well as global instability affecting the economic conditions. Furthermore, the French presidential elections, the constitutional referendum in Turkey in April 2017 as well as the election of the German parliament may have unexpected impacts on market conditions and indirectly effect EFGI Group’s Business. EFGI Group's growth strategy is focused, in particular, on attracting clients and assets under management from emerging markets, including Russia, China, the Middle East, Latin America and South Asia. Instability and weak macroeconomic conditions in these regions is expected to adversely affect wealth creation in these regions and therefore reduce the market for the EFGI Group's products and services.

In addition, the EFGI Group is affected by the monetary policies adopted by the central banks and regulatory authorities of Switzerland, the Eurozone, the UK, the U.S. and other countries. The actions of the Swiss National Bank (the “ SNB ”) and other central banking authorities directly impact the EFGI Group's cost of funds for lending, capital raising and investment activities and may impact the value of financial instruments held and the competitive and operating environment for the financial services industry. Many central banks have implemented significant changes to their monetary policy and may implement further changes. For example, following the decision of the Swiss National Bank in January 2015 to end the three-year CHF 1.20 per euro floor, the CHF immediately appreciated by more than 20 per cent. against the euro, which had a material adverse effect on the CHF amounts of the EFGI Group's Revenue Generating AUM and the EFGI Group's operating income. Any changes in monetary policy are beyond the EFGI Group's control and difficult to predict. The EFGI Group also cannot predict whether these changes will have a material adverse effect on EFGI Group’s operations. In addition, changes in monetary policy may affect the credit quality of the EFGI Group's clients.

An important portion of EFGI Group's revenues is derived from investment advisory contracts with the EFGI Group's clients. The EFGI Group's income from investment advisory services is generated directly from advisory fees and, with respect to nondiscretionary accounts, indirectly from commission fees the EFGI Group charges for performing brokerage, trading or custody services. The fee arrangement for a discretionary managed portfolio is usually a flat-fee arrangement, according to which EFGI Group charges a percentage of Revenue Generating AUM in the portfolio that also includes the advisory fees (although fees may include a performance-related component in some cases). In either case, the revenues associated with investment advisory and ancillary services are typically proportionate to Revenue Generating AUM. If the market value of the EFGI Group's Revenue Generating AUM were to decline as a result of a decline in financial and other markets, changes in foreign exchange rates, or as a result of poor investment performance, or if clients were to withdraw Revenue Generating AUM, the EFGI Group's revenues and profits would likely decline as a result, which could have a material adverse effect on the EFGI Group's financial condition. In terms of revenues generated from the EFGI Group's non-discretionary accounts, the EFGI Group's revenues may also decline in unfavourable market conditions in connection with reduced client trading activity resulting in lower commission fee income. In addition, the EFGI Group maintains positions for its own account in selected areas, primarily relating to fixed income investments and foreign exchange. These investments are susceptible to market volatility and any downturn in global financial markets could lead to lower credit quality and increased credit spreads, which could significantly decrease their value.

Thus, adverse global and ﬁnancial market conditions or trends could materially and adversely affect EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group operates in markets that are highly competitive and face an increase in the intensity of competition.

All aspects of the EFGI Group's business are highly competitive and the competitive conditions are expected to continue to intensify, also as a result of the globalisation, which has the effect of increasing the number of competitors the EFGI Group faces from other jurisdictions and supports the mobility of clients. The EFGI Group competes with a number of large global commercial banks and other broad-based ﬁnancial institutions that have the ability to offer a wide range of products internationally, including loans, deposits, securities, investment banking and asset management services, all of which may enhance their competitive position. Generally, they also have substantial ﬁnancial resources and, accordingly, have the ability to support securities, investment banking and asset management services in an effort to gain market share, which could result in pricing and other competitive pressures on EFGI Group's business. The EFGI Group also competes with established local and regional competitors, including Swiss private banks and private banks based in other local markets in which the EFGI Group operates.

In general, the type and degree of competition depends on the location. In Switzerland, for example, the EFGI Group primarily competes against a number of well-established Swiss global and private banks with long-standing client relationships. In other markets, such as those in Asia, the EFGI Group faces intense competition from large international banks, including several Swiss global banks, which are seeking to further increase their presence in a growing region. Indeed, many of the EFGI Group's competitors form part of larger financial services groups and attract business through numerous avenues which are not available to the EFGI Group, including retail bank offices, commercial credit lending, and investment banking contacts and relationships. In addition, many of the EFGI Group's competitors are systemically important financial institutions that are more likely to benefit from government support in times of crisis. As a result, these competitors may be perceived by clients to provide greater security and stability, which may adversely affect the EFGI Group's ability to attract or retain client relationships and Revenue Generating AUM.

The market for Swiss and international private banking is currently fragmented. Meanwhile the cost of doing business has increased substantially as a result of recent financial market reforms and increased regulatory scrutiny. The EFGI Group believes that these factors combined are driving consolidation in the private banking industry and have resulted in significant changes in the competitive landscape as many institutions and private banks have merged, altered the scope of their business, declared bankruptcy, received government assistance or changed their regulatory status, which affected how they conduct their business. As a result of such industry consolidation and transformation, certain financial institutions may emerge with substantial scope and scale, which could present significant competitive advantages.

Thus, the EFGI Group's ability to compete depends on many factors, including investment performance, personal relationships, products, pricing, distribution systems, customer service, reputation, brand recognition and perceived ﬁnancial strength. The EFGI Group's inability to compete effectively could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group has been and could in the future again be materially and adversely affected by the weakness or the perceived weakness of other ﬁnancial institutions.

The EFGI Group has been and could in the future again be materially and adversely affected by the weakness or the perceived weakness of other financial institutions. Such weakness or perceived weakness could result in systemic liquidity problems, losses or defaults by the EFGI Group or other financial institutions and counterparties, and could materially and adversely affect the EFGI Group's liquidity and prospects. Within the financial services industry, the default of any one institution could lead to defaults by other institutions, including private banks such as the EFGI Group. This risk is sometimes referred to as systemic risk. In addition, concerns or even rumours about a default by one institution could lead to significant liquidity problems, losses or defaults by other institutions because

the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships between institutions. Concerns about defaults by and failures of many financial institutions, particularly those with significant exposure to the Eurozone, started in 2014 and still continues – differing in intensity – year-to-date 2017 and could continue to lead to losses or defaults by financial institutions or financial intermediaries with which the EFGI Group interacts on a daily basis, such as clearing agencies, clearing houses, banks, securities firms and exchanges. Such systemic risk could materially and adversely affect the EFGI Group's or business, financial condition and results of operations, including its ability to raise new funding.

Any damage to the EFGI Group's reputation could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

In the highly competitive environment arising from globalisation and convergence in the ﬁnancial services industry, a reputation for ﬁnancial strength and integrity is critical to the EFGI Group's financial performance, including with regard to the ability to attract and retain clients and employees, and to the ability to engage and transact with counterparties. The EFGI Group is exposed to the risk that negative publicity, media reports, press speculation and threatened or actual legal proceedings concerning the EFGI Group's business, employees, clients, external asset managers, business introducers or counterparties may harm the EFGI Group's reputation.

In particular, EFGI Group is exposed to legal liability in connection with pending and threatened litigation and regulatory proceedings. Any adverse outcome of such matters as well as any related negative publicity could signiﬁcantly damage the EFGI Group's reputation. Furthermore, negative publicity or potential or actual legal proceedings may result in greater regulatory scrutiny and inﬂuence market perception of the EFGI Group.

In addition, negative publicity could arise, from misconduct by an existing or newly acquired client, which could have a negative impact as a result of allegations that the EFGI Group does not comply with regulatory requirements or Anti-Money Laundering (“ AML ”) rules, publicity about politically exposed persons in the EFGI Group's client base or a regulator or prosecutor conducting investigations involving the EFGI Group or the EFGI Group's clients.

Furthermore, the EFGI Group could suffer harm to its reputation if investments or financial products the EFGI Group recommends do not perform as expected. The EFGI Group could also experience negative publicity or become subject to legal proceedings in the event that the EFGI is not successful in protecting clients’ data or confidential information or in the event of fraud or misconduct committed by employees, agents, external asset managers, business introducers or third-party distributors. Moreover, in the financial services industry, there have been a number of highly publicised cases involving fraud, tax evasion and money laundering, which, if the EFGI Group were implicated or allegations of implications were made, would impact the EFGI Group's reputation and ability to engage with counterparties.

On 22 February 2016, EFGI announced its agreement to acquire all of the share capital of BSI Holdings AG from Banco BTG Pactual and its indirect subsidiary, BTGP-BSI Limited and on 1 November 2016, EFGI announced the successful closing of the purchase (the " Acquisition "). Any damage to the EFGI Group's reputation or, also in relation to this Acquisition and the subsequent Integration of BSI Holdings AG and its subsidiaries (“ BSI ”) into the Group (the “ Integration ”), could cause existing clients to withdraw their assets and potential clients and/or counterparties to be reluctant to do business with EFGI Group. Likewise, if media or others speculate negatively about the EFGI Group or certain of the EFGI Group's existing or prospective beneﬁcial owners, this could potentially disrupt the EFGI Group's ability to do business with counterparties who give weight to media comment and distract the EFGI Group's executive ofﬁcers from their management responsibilities.

Any of these negative effects could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group may incur losses from market making and proprietary trading activities due to market ﬂuctuations, EFGI Group's market risk mitigating strategies may not be fully effective in mitigating its risk exposure.

The EFGI Group's operations includes certain limited market making activities, principally in respect of structured products and proprietary trading activities in foreign exchange and fixed-income products, including related derivatives markets. The EFGI Group is therefore exposed to losses in the event of adverse market movements (whether up or down) in specific foreign exchange, equity, commodity and fixed-income or other products, baskets of securities, indices and the markets generally. The EFGI Group's trading positions may also be adversely affected by the level of volatility in the financial markets (that is, the degree to which prices fluctuate over a particular period) regardless of market levels.

There can be no assurance that future results from market making and proprietary trading will not be materially and adversely different from those experienced in the past.

In connection with the EFGI Group’s market making and proprietary trading activities, the EFGI Group also attempts to mitigate related market risks by entering into hedging transactions, which may include over-the-counter derivative contracts, the purchase or sale of securities, ﬁnancial futures, options or forward contracts. If any of the instruments and strategies the EFGI Group uses to hedge the EFGI Group's exposure to market risks are not effective, the EFGI Group may incur losses. In addition, many of the EFGI Group’s current strategies are based on historical trading patterns and correlations. However, these strategies may not be fully effective in mitigating risk exposure in all market environments or against all types of risk. Unexpected market developments may in the future also affect a number of hedging strategies. Any of these negative developments could materially and adversely affect EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group issues and manages financial products with high complexity, including structured products, which may have serious adverse consequences on the EFGI Group’s business.

Shortcomings or failures in EFGI Group’s internal processes, people or systems, or errors in execution, could expose the EFGI Group to substantial financial and reputational losses, regulatory intervention and/or liability to EFGI Group’s clients or to investors in products issued by the EFGI Group. EFGI Group’s business is highly dependent on the ability to process complex structured products across several asset classes in different currencies efficiently and accurately. The issuance and trading, including market making, of structured products is a complex process, which requires appropriate management, documentation, life cycle management and controls. EFGI Group’s failure effectively to manage the increasing complexity of EFGI Group’s product offerings, could negatively affect the Group’s business, results of operations and financial condition.

The EFGI Group is exposed to operational risks, including legal risks, arising from the issuance and trading structured products include, for example, errors in the confirmation or settlement of transactions or from the improper booking recording or accounting of transactions, failure to enter into hedging transactions when EFGI Group issues a structured product, using an incorrect or inaccurate pricing model when pricing a transaction, wrong set-up of an instrument, mismatch between the documentation and the booked instrument, general lack of data quality, failure to exercise an option on time, missing corporate actions or repayment of the incorrect amount when EFGI Group redeems a structured product. Incorrect marking of risk parameters that could result in mis-hedging could expose the EFGI Group to significant losses, especially in extreme market conditions or, if the error is not detected by the EFGI Group’s risk control department. Additional operational risks arise from potential employee fraud, misconduct or improper practice, exposing EFGI Group to the risk of direct and indirect financial loss and/or damage to the EFGI Group’s reputation.

Operational risk is mitigated by EFGI Group’s risk management policies and functions. Any lapse or breakdown of these procedures or controls could significantly increase the EFGI Group’s exposure to operational risk, which could result in a material loss to and adversely affect EFGI Group’s business, results of operations and financial condition.

The EFGI Group also issues halal structured products. EFGI Group relies on Sharia adviser’s

confirmation on the Sharia compliance of the banking products offered, including but not limited to the procedures in place and the underlying investments. Changes in the Sharia adviser’s view may adversely affect the performance of the EFGI Group’s business.

The EFGI Group uses third parties, including third party asset managers, for certain services and third party ﬁnancial products, which exposes them to risks if these third parties or third party ﬁnancial products do not perform as contractually required or expected.

In providing private banking services to clients, the EFGI Group also depends on third parties for certain services. Although the EFGI Group engages in due diligence and closely scrutinise such third parties, ultimately the EFGI Group does not control these third parties and are therefore subject to risk if these third parties do not perform as expected, including as contractually or legally required.

The EFGI Group also invest in, and may advise clients to invest in, third party investment funds which the EFGI Group does not control. If third party investment funds in which clients’ assets are invested do not deliver expected results or in the case of fraud in respect of such funds, or if ﬁnancial products distributed do not perform as expected, the EFGI Group's reputation, ability to retain clients, ﬁnancial condition and results of operations may be negatively affected.

Thus, to the extent that third parties or third party ﬁnancial products do not perform as contractually required or expected, the EFGI Group may be subject to the risk of client attrition, legal action, the EFGI Group's reputation may suffer and the EFGI Group's businesses may not perform as expected, all of which could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations and, as a result, the Issuer's and/or the Guarantors' ability to perform their obligations.

EFGI Group issues certain structured products and notes through its subsidiary, EFG International Finance (Guernsey) Ltd. In connection with this the EFGI Group has entered into a platform partner agreement with Leonteq AG and certain of its subsidiaries (together “ Leonteq ”), to manage this structured notes issuance programme and hedge the derivative component of the structured notes. Speciﬁcally, Leonteq provides services in connection with the structuring, issuance, hedging, product documentation, life cycle management, market making as well as redemption of the structured investment products, which exposes the EFGI Group to risks if Leonteq does not perform as contractually required or expected. The EFGI Group does not control Leonteq and is exposed to the risk that Leonteq does not perform its services as contractually agreed. Operational or other errors by Leonteq may adversely affect the EFGI Group's reputation and may cause losses, which the EFGI Group may be unable to claim from Leonteq. In addition, should Leonteq default on its obligations, the EFGI Group would be unable to hedge the market risks associated with the EFGI Group's structured notes programme and would be forced to terminate the programme and to repay the outstanding notes within a period of 30 business days from termination. Thus, to the extent that Leonteq does not perform as contractually required or expected, this could damage the EFGI Group's reputation and adversely affect the EFGI Group's business, results of operations, liquidity and ﬁnancial condition.

The EFGI Group may suffer losses due to employee fraud, misconduct or improper practice.

The EFGI Group's businesses has in the past been, and will continue to be, exposed to risk from employee fraud, misconduct, negligence or non-compliance with laws and policies. Such fraud, misconduct and improper practice could involve, for example, fraudulent transactions entered into for a client’s account, the intentional or inadvertent release of confidential client information or failure to follow internal policies and procedures. Such actions by employees may require the EFGI Group to reimburse clients, pay fines or bear other regulatory sanctions, face the risk of legal action and may damage the EFGI Group's reputation. It is not always possible to deter employee misconduct and the precautions the EFGI Group takes to prevent and detect this activity may not always be effective. Such losses and reputational damages could adversely affect the EFGI Group's business, results of operations and financial condition.

The EFGI Group may suffer losses due to fraud, misconduct or improper practice by external asset managers.

A part of the Revenue Generating AUM of the EFGI Group is managed by external asset managers. While these external asset managers operate under a direct mandate with EFGI Group’s clients, it cannot be excluded that in the case of fraud, misconduct and improper practice by such external asset managers, clients may seek to make EFGI Group responsible for such improper acts. Even if the EFGI Group was able to successfully defend itself against such claims, the EFGI Group may suffer losses due to loss of clients, withdrawal or loss of Revenue Generating AUM and revenues and the costs of defence. In addition, any fraud, misconduct or improper practice by external asset managers could harm the EFGI Group's reputation and adversely affect the EFGI Group's business, results of operations and ﬁnancial condition.

The EFGI Group must recruit and retain highly skilled employees, including experienced Client Relationship Officers.

The EFGI Group's performance is largely dependent on the talents and efforts of highly experienced and highly skilled individuals, and in the case of Client Relationship Officers (“ CROs ”), those with a client following. The ability to continue to attract, train, motivate and retain highly qualiﬁed professionals is a key element of the EFGI Group's strategy. Competition for qualiﬁed and experienced employees, including CROs, is intense, in particular in Asia where CROs tend to move more easily and regularly between employers. In addition, competition for skilled management and other employees (including those in key functional areas, such as IT and compliance) is particularly high in a number of the geographic areas in which the EFGI Group operates, mostly in emerging markets.

To compete effectively, the EFGI Group must continue to focus on satisfying client needs in both global and local markets and on retaining and recruiting CROs who are able to meet clients’ needs. Thus, the EFGI Group has devoted considerable resources to recruiting, training, compensating and incentivising the EFGI Group's employees. Failure to recruit or retain CROs and other investment management professionals could lead to a loss of clients and a decline in revenues. As a result, the EFGI Group's ability to attract and retain experienced CROs is central to the ability to maintain and grow Revenue Generating AUM and revenues.

The continued public focus on compensation practices in the financial services industry, and related regulatory changes, may have an adverse impact on the EFGI Group's ability to attract and retain highly skilled employees. In particular, new limits on the amount and form of executive compensation imposed by recent regulatory initiatives, could potentially have an adverse impact on the ability to retain certain of the EFGI Group's most highly experienced employees and hire new qualified employees in certain businesses. Any failure to recruit or retain suitably experienced CROs and other investment management professionals could limit the EFGI Group's ability to grow Revenue Generating AUM, which could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group's IT systems and networks are susceptible to malfunctions and interruptions, including as a result of unauthorised access or other cyber-attacks.

Information security, data conﬁdentiality and integrity are of critical importance to the EFGI Group's businesses. Despite the EFGI Group's security measures to protect the conﬁdentiality, integrity and availability of systems and information, it is not always possible to anticipate the evolving threat landscape and mitigate all risks to systems and information. The EFGI Group could also be affected by risks to the systems and information of clients, vendors, service providers, counterparties and other third parties.

Given the EFGI Group's global footprint and the high volume of transactions processed, the large number of clients, partners and counterparties, and the increasing sophistication of cyber-attacks, a cyber-attack could occur without detection, without warning and/or for an extended period of time. In addition, the EFGI Group expects that any investigation of a cyber-attack will be inherently unpredictable and it may take time before any investigation is complete. During such time, the EFGI

Group may not know the extent of the harm or the best approach to remediate it and certain errors or actions may be repeated or compounded before they are discovered and rectiﬁed, all or any of which would further increase the costs and consequences of a cyber-attack.

If any of EFGI Group's systems does not operate properly or are compromised as a result of cyber- attacks, security breaches, unauthorised access, loss or destruction of data, unavailability of service, computer viruses or other events that could have an adverse security impact, the EFGI Group could be subject to litigation or suffer financial loss not covered by insurance, a disruption of the EFGI Group's businesses, liability to the EFGI Group's clients, regulatory intervention or reputational damage. Any such event could also require the EFGI Group to expend significant additional resources to modify protective measures or to investigate and remediate vulnerabilities or other exposures, all of which could adversely affect the EFGI Group's business, results of operations and financial condition.

The EFGI Group depends on the accuracy and completeness of information about clients and counterparties.

In the course of business operations, the EFGI Group requires certain information from the EFGI Group's clients and counterparties to be able to establish client and counterparty profiles and structure transactions properly, to comply with anti-money laundering and suitability requirements, and to avoid taking unnecessary commercial risks. For example, when deciding whether to extend credit to or enter into other transactions with clients and counterparties, the EFGI Group relies on information furnished by or on behalf of clients and counterparties, including their financial statements and other financial information. The EFGI Group may also rely on auditor reports covering financial statements of clients and counterparties and on ratings provided by independent rating agencies with respect to clients and counterparties.

In addition, the EFGI Group is subject to rules and regulations which require the EFGI Group to obtain information from the EFGI Group's clients and counterparties, for example to perform customer due diligence (including Know Your Customer (“ KYC ”) procedures) and to establish risk profiles. If the EFGI Group does not request such information or if the information or records the EFGI Group receives are insufficient, inaccurate, not up-to-date or incomplete, the EFGI Group may not use the correct documentation, take incorrect commercial decisions, offer unsuitable products, engage in incorrect commercial transactions such as over-crediting and incur unanticipated risks. This may also result in violation of laws, rules and regulations, for example if the EFGI Group does not identify that a client and/or counterparty is subject to sanctions or if the EFGI Group sells a product that is not suitable for the client. It could also lead to the violation of duty of care towards clients and third parties. In addition, incorrect or incomplete client or counterparty data could result in supplying incorrect or incomplete information to supervisory and tax authorities or not supplying information in a timely manner. If information about clients and counterparties is not available, turns out to be materially inaccurate, insufficient, not up-to-date or incomplete this could damage the EFGI Group's reputation, lead to fines or regulatory action and could materially and adversely affect the EFGI Group's business, financial condition, reputation or results of operations.

The EFGI Group may not achieve all of the expected beneﬁts of its costs savings and similar initiatives.

In order to manage the EFGI Group's Cost-Income Ratio, the EFGI Group regularly reviews how costs can be reduced and may introduce cost reduction programmes in order to reduce costs or deploy resources more efficiently. The EFGI Group's ability to implement such programmes and initiatives is limited by, among other things, legal, regulatory and contractual restrictions, which may limit the EFGI Group's ability to achieve some or all of the expected benefits of this strategy. Factors beyond the EFGI Group's control, including but not limited to the market and economic conditions, changes in laws, rules or regulations, execution risk and other challenges could limit the EFGI Group's ability to achieve some or all of the expected benefits of this initiative or of other strategic initiatives which the EFGI Group may undertake in the future, which could materially and adversely affect the EFGI Group's business, financial condition, reputation or results of operations.

The EFGI Group's acquisition strategies may not be successful.

The EFGI Group has made a number of acquisitions in the past, including, but not limited to, the recent Acquisition, and the EFGI Group may, from time to time, evaluate potential acquisitions that it believes would provide a strategic ﬁt with the EFGI Group's businesses. However, the EFGI Group may not be able to identify and successfully negotiate suitable acquisitions, obtain ﬁnancing for such acquisitions on satisfactory terms, obtain regulatory approvals or otherwise complete acquisitions in the future.

Even if the EFGI Group is able to complete acquisitions in the future, it will need to integrate any acquired businesses with its existing operations. The EFGI Group cannot assure that it will effectively assimilate the business into the EFGI Group's operations or realise anticipated operational synergies. In connection with the integration of acquired businesses, the EFGI Group may periodically restructure its businesses, sell assets or portions of its business and/or reevaluate business and client relationships based on the EFGI Group's risk appetite and compliance protocols. Integrating the operations and personnel, including CROs, of acquired businesses into EFGI Group's existing operations may result in difﬁculties, signiﬁcant expense, disruption to the EFGI Group's existing businesses or the diversion of the EFGI's management’s time and attention. In addition, acquisitions involve numerous other risks, including, but not limited to:

• the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies or other beneﬁts will not be realised;

• the ﬁnal determinations and appraisals of the fair value of assets acquired and liabilities assumed in EFGI's acquisitions may vary materially from earlier estimates;

• a decrease in the EFGI Group's cash or regulatory capital position, or an increase in the EFGI Group's indebtedness and a limitation of the EFGI Group's ability to access additional capital when needed;

• the incurrence of unexpected liabilities; and

• the loss of CROs and clients of acquired businesses.

Failure to effectively identify, consummate or manage future acquisitions may adversely harm the EFGI Group's existing businesses, inter alia , due to large write-offs, contingent liabilities, substantial depreciation, adverse tax or other consequences, all of which could adversely affect the EFGI Group's business, results of operations and ﬁnancial condition.

Failure to properly manage change, such as change driven by new or changed products, activities, processes, systems, organisation or additional legal or regulatory requirements, could have a material adverse effect on the EFGI Group's business, results of operations, ﬁnancial condition and prospects.

The EFGI Group is subject to risks associated with the development and implementation of regulatory changes, new or changed products, activities, processes, systems or organisations. Examples of events subject to this risk include changes in the IT infrastructure or the acquisition of another business. In addition, the implementation of certain changes is driven by or may result in additional legal or regulatory requirements. Change risks include project execution risks, such as not meeting project requirements and exceeding budget or timelines, and end-state risks, which are risks arising after implementation of a change. Examples of end-state risks include not meeting the income or cost reduction objectives of the change and the remaining risks from the implementation after closing of a project. Furthermore, the development and implementation of change may be dependent on the cooperation and competencies of third party vendors. To the extent that such legal or regulatory requirements cannot be timely met or at all, the EFGI Group risk performing certain operations in breach of such requirements. Failure to properly manage change could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

Operational risks may disrupt the EFGI Group's businesses, result in regulatory action against the EFGI Group or limit the EFGI Group's growth.

As global private banks, the EFGI Group relies heavily on financial, accounting and other data processing systems, which are varied and complex. The EFGI Group's businesses depend on the ability to process a large volume of diverse and complex transactions in a secure and confidential manner. The EFGI Group are exposed to operational risk arising from errors made in the execution, confirmation or settlement of transactions or in transactions not being properly recorded or accounted for. In addition, the EFGI Group may introduce new products or services or change processes, for example in connection with the Integration, resulting in new operational risk that the EFGI Group may not fully appreciate or identify. These threats may arise from human error, fraud or malice, or may result from accidental technological failure. There may also be attempts to fraudulently induce employees, clients, third parties or other users of the EFGI Group's systems to disclose sensitive information in order to gain access to the EFGI Group's data or that of the EFGI Group's clients. Furthermore, regulatory requirements in this area have increased and are expected to increase further, exposing the EFGI Group's operations to additional risks that could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group's ﬁnancial statements require the exercise of judgments and use of assumptions and estimates.

The EFGI Group makes estimates and valuations that affect reported results, including measuring the fair value of certain assets and liabilities, establishing provisions for contingencies and losses for loans, litigation and regulatory proceedings, accounting for goodwill and intangible asset impairments, evaluating the EFGI Group's ability to realise deferred tax assets, valuing equity-based compensation awards, life insurance portfolio estimates/assumptions including impairment testing and support of the carrying value, modelling risk exposure and calculating expenses and liabilities associated with pension plans. These estimates are based upon judgement and available information, and actual results may differ materially from these estimates, which, in turn, could materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group reports its regulatory capital under Swiss GAAP

As EFG Bank AG and BSI SA, the two main subsidiaries of the EFGI Group report under Swiss GAAP, as defined below, the EFGI Group has decided to, for regulatory purposes, including but not limited to calculating regulatory capital, apply FINMA Circular 2015/1 “Accounting – Bank” (“ Swiss GAAP ”). Swiss GAAP differs from the International Financial Reporting Standard as issued by the International Accounting Standards Board (“ IFRS ”) in various aspects and accordingly may lead to different results. For example the Common Equity Tier 1 (“ CET1 ”) of the EFGI Group tends to be higher under Swiss GAAP, due to, for example, the treatment of future pension liabilities under Swiss GAAP compared to IAS 19, leading to higher capital ratios and a higher leverage ratio than under IFRS. See note 4.5 of the EFGI Group's 2016 audited consolidated financial statements. The EFGI Group understands that FINMA is focused on the Swiss GAAP-based measurements while other stakeholders such as rating agencies and investors might emphasise the IFRS measurements. Hence, the application of two different generally accepted accounting standards may lead to different conclusions, depending on the application of Swiss GAAP or of IFRS.

The value of certain ﬁnancial instruments recorded at fair value is determined using ﬁnancial models incorporating assumptions, judgments and estimates which may change over time or that may ultimately turn out not to be accurate.

In order to establish the value of financial instruments which are recognised under IFRS at fair value, the EFGI Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data or the EFGI Group's own assumptions. These internal valuation models are complex, and the assumptions, judgments and estimates are required to be made often relate to matters that are inherently uncertain, such as expected cash flows, the ability of borrowers to service debt, asset price appreciation and depreciation, and relative levels of defaults and deficiencies. Such assumptions, judgments and estimates may need to be updated to reflect new information, changing trends and market conditions.

In certain circumstances, the data for individual financial instruments or classes of financial instruments utilised by such valuation models may not be available, or may become unavailable, due to changes in market conditions, as has been the case at times in the past, including since the second half of 2007. To the extent the EFGI Group's models and processes become less predictive due to unforeseen market conditions, illiquidity or volatility, the EFGI Group's ability to make accurate estimates and valuations could be adversely affected, which, in turn, could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group's risk management procedures and policies may not be sufﬁcient, accurate, up-to-date or properly evaluated.

The EFGI Group has risk management procedures and policies designed to manage credit risk, country risk, market risk, currency risk, liquidity risk, operational risk, compliance risk, legal risk and reputational risk. These procedures and policies, however, may not always be effective or adequate to address all the risks faced, particularly in highly volatile markets. In addition, such risks may be exacerbated to the extent that procedures and policies are not properly adhered to. The EFGI Group continues to adapt the EFGI Group's risk management techniques. Certain techniques, rely on historical data to reﬂect changes in the ﬁnancial and credit markets which may not be indicative of the future. No risk management procedures can anticipate every market development or event and the EFGI Group's risk management procedures and the judgments behind them may not fully mitigate the EFGI Group's risk exposure in all markets or against all types of risks. This is particularly true during times of extreme market conditions when, for instance, historically observed patterns of correlation and volatility of asset values break down, market-wide liquidity constraints materialise and counterparty risk increases to dramatic levels.

Other risk management methods depend upon the evaluation of information regarding markets, clients or other matters that is publicly available or otherwise accessible. This information may not in all cases be sufﬁcient, accurate, up-to-date or properly evaluated.

The EFGI Group may incur losses due to interest rate ﬂuctuations.

Like all banking groups, the EFGI Group earns interest from loans and other assets and pay interest to depositors and other creditors. Thus, changes in interest rates will affect both level of interest income and interest expense. The net effect of changes in interest rates on net interest income will depend on the relative level of assets and liabilities that are affected by the change in interest rates.

Interest rate fluctuations also influence the value of the EFGI Group's fixed income portfolios. In general, an increase in interest rates will result in a reduction in the value of these investments, leading to a reduction in the market value of these portfolios. Because these fixed income investments are classified as "available for sale" for accounting purposes, a reduction in the market value of these investments will not directly impact the EFGI Group's reported earnings. Rather, a reduction in market value will result in the reduction of the EFGI Group's equity and regulatory capital and will, in turn, limit the EFGI Group's ability to sell positions and recognise capital gains on these investments through profit and loss. In addition, the EFGI Group maintains a fixed income sales and trading business and, therefore, has significant fixed income positions that are classified as "held for trading" in its financial statements. Thus, a reduction in the value of these investments will result in a reduction of operating income even if the positions are not sold, the result of which could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group is exposed to historically low and/or negative interest rate levels.

The EFGI Group's earnings have traditionally benefitted from its ability to earn a spread between the interest paid on client deposits and the interest earned through the treasury activities. In particular, a substantial portion of the EFGI Group's client deposits are non-remunerated current account balances, which have been invested in highly rated sovereign debt and, to a lesser extent, highly rated debt of financial institutions and corporate issuers. Low interest rate levels, including negative interest rate levels in CHF and EUR at times, have reduced the returns on these investments and have adversely affected the interest income that the EFGI Group is able to earn from investing funds relating to non- remunerated current accounts. In addition, the EFGI Group currently holds significant balances at the

SNB and pays negative interest rates on these balances to the extent they exceed certain thresholds. To the extent that these thresholds are reduced in general or on an aggregate basis or eliminated, the EFGI Group would be required to pay negative interest rates on a larger amount, which would reduce the EFGI Group's earnings. In addition, low and/or even negative interest rates would negatively impact the volume and growth of the EFGI Group's Revenue Generating AUM, which adversely impacts revenues.

Thus, such a sustained economic environment of low and/or negative interest rates does and could continue to adversely affect the EFGI Group's business, results of operations and ﬁnancial condition and, as a result, the Issuers or Guarantors' ability to perform their obligations.

Currency ﬂuctuations may adversely affect the EFGI Group's results of operations, the EFGI Group's equity and the EFGI Group's regulatory capital ratios.

The EFGI Group is exposed to risks from ﬂuctuations in exchange rates, speciﬁcally the exchange rates for the United States Dollar (" USD "), the British Pound (" GBP ") and the Euro (" EUR ") against the Swiss franc (" CHF ").

The CHF is the EFGI Group's primary reporting currency but the majority of the EFGI Group's Revenue Generating AUM are denominated in currencies other than the CHF. As a result, the EFGI Group's reported Revenue Generating AUM in CHF will vary as a result of the exchange rates of the USD, GBP and EUR or other currencies against the CHF. Similarly, because revenues are generally proportional to the EFGI Group's Revenue Generating AUMs, changes in the EFGI Group's Revenue Generating AUM resulting from currency ﬂuctuations will affect the EFGI Group's revenues expressed in CHF.

Moreover, many of the EFGI Group's operating subsidiaries use local currencies, in particular the GBP and EUR, as their functional reporting currencies. As a result, the equity of these subsidiaries is denominated in currencies other than the CHF. A depreciation of these currencies against the CHF would reduce the EFGI Group's shareholders’ equity.

The EFGI Group's risk weighted assets are also denominated in currencies other than CHF, most notably the USD, GBP and EUR. The proportion of the EFGI Group's risk weighted assets denominated in these currencies differs from the denomination of the EFGI Group's regulatory capital. As a result currency fluctuations may have an impact on EFGI Group's regulatory capital ratios.

The EFGI Group is further exposed to currency ﬂuctuations in connection with foreign exchange trading positions the EFGI Group maintains as part of its foreign exchange sales and trading as well as in order to manage client transaction ﬂow. Thus, changes to exchange rates relating to these positions may also result in losses.

Finally, the EFGI Group's Revenue Generating AUM and operating income are in large part denominated in a number of foreign currencies, including USD, GBP and EUR, while a larger portion of the EFGI Group's expenses are denominated in CHF. As a result of this mismatch between the denomination of the EFGI Group's Revenue Generating AUM and the EFGI Group's operating income and the EFGI Group's expenses, the EFGI Group's profits are influenced by the value of the CHF relative to the USD, GBP and EUR. Specifically, the value of the EFGI Group's reported Revenue Generating AUM, operating income and profits are negatively affected by an appreciation of the CHF relative to those currencies due to translation differences.

Thus, given their multifaceted impact on the EFGI Group's operations, currency ﬂuctuations will continue to materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group may incur losses from the EFGI Group's investment of surplus liquidity from clients’ deposits in ﬁxed income portfolios.

The EFGI Group invests a significant portion of the EFGI Group's surplus liquidity in fixed income securities issued by highly rated sovereigns, quasi-sovereigns, corporates and financial institutions.

These investments are intended to be longer-term investments and are not held for trading purposes. The EFGI Group cannot provide assurances that the EFGI Group's investments will perform as in the past or as the EFGI Group expects. The EFGI Group may also be forced to sell these investments earlier than anticipated and may incur losses. In addition, there is a risk that interest due under these investments will not be paid. These investments are susceptible to market volatility and any downturn in global financial markets could lead to lower credit quality and increased credit spreads, which could significantly decrease their value. The realisation of any of these factors could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

EFGI Group is exposed to risks relating to the value of its life insurance policies.

EFGI Group holds signiﬁcant investments in life insurance policies issued by US insurance companies. EFGI Group is responsible for paying premiums relating to these policies in order to keep them in force and is entitled to collect the death beneﬁt from the US insurance companies when the insured individual passes away.

The fair value of EFGI Group’s portfolio of life insurance policies and related investments is calculated in accordance with a discounted cash flow model. This model combines mortality projections obtained from a third party medical underwriter with information relating to expected premium payments and death benefits in order to estimate the probability weighted expected cash flows for the portfolio. These expected cash flows are then adjusted for certain risk factors, including, most importantly, the risk that the insured will live longer than expected and the possibility that premiums to be paid will be higher than currently estimated. These expected cash flows are then discounted to present value using US dollar risk free rates. The fair value of EFGI Group's portfolio of life insurance policies will, therefore, be negatively impacted if the insured individuals live longer, or are expected to live longer, than currently projected as this will increase premiums that the EFGI Group is required to pay and will delay receipt of the death benefits from the policies. The fair value of EFGI Group's life insurance policies will also be affected by changes in the US dollar risk-free interest rate curve used to discount the projected cash flows. For example, higher interest rates will result in higher discount factors applied to future cash flows, which will thereby reduce the estimated fair value of EFGI Group's portfolio.

In addition, US insurance companies have the right to increase the premiums charged to policy holders under certain circumstances. These increases typically apply to all life insurance policies within speciﬁc life insurance product categories, though notiﬁcations of premium increases by the relevant insurance company with respect to all policies falling within a particular category may not be made at the same time. An increase in premiums will decrease the fair value of the related life insurance policies held in EFGI Group's portfolio.

On 31 October 2016, the EFGI Group filed two legal claims in the U.S. District Court of California against AXA Equitable Life Insurance Company and Transamerica Occidental Life Insurance Company challenging extraordinary and unprecedented increases in cost of insurance communicated by these carriers. Additionally, on 1 February 2017, the Group filed a third legal claim in the same court against Lincoln National Life Insurance Company. All these policies are currently classified as Investment securities: held-to-maturity in EFGI Group’s Balance Sheet as of 31 December 2016. The outcomes of this litigation depend on many factors, including the inherent unpredictability of legal outcomes. The EFGI Group is challenging in court the extraordinary and unprecedented increases in cost of insurance communicated by these three carriers that originally issued certain life insurance policies classified as held-to-maturity in EFGI Group’s balance sheet. The EFGI Group tests at least annually whether life insurance policies held-to-maturity have suffered impairment in accordance with the accounting policy stated in note 2 (j) of the EFGI Group's 2016 audited consolidated ﬁnancial statements. The Group has concluded that there is no impairment at 31 December 2016. For sensitivity purposes the Group has made an assessment of the potential impact of the use of the full level of these communicated extraordinary and unprecedented cost of insurance increases, rather than management’s best estimate. Management’s assessment of the potential impact is that the sum of the carrying value and the premiums expected to be paid under the currently estimated life expectancy curves would be approximately CHF 135 million higher than the total death benefits receivable, resulting in a potential impairment.

Should EFGI Group receive further notices of premiums that are subject to increases, the current carrying value of EFGI Group’s holdings of life insurance policies may exceed the total death beneﬁts of the portfolio, less EFGI Group’s estimates of the total premiums required to be paid until the maturities of all policies in the portfolio. EFGI Group would, therefore, be potentially required to record impairment charges in relation to EFGI Group’s holding of life insurance policies. These would be signiﬁcant and could have a material adverse effect on EFGI Group's reported results of operations in the future.

Expected changes to accounting standards will negatively affect EFGI Group's shareholders equity and regulatory capital and will impact EFGI Group's results of operations.

IFRS 9 "Financial Instruments: Classification and Measurement" is expected to replace IAS 39 for annual periods beginning on or after 1 January 2018. Pursuant to IFRS 9, financial investments, including the EFGI Group's portfolio of life insurance policies, will be classified into three measurement categories: (i) those to be measured subsequently at amortised cost, (ii) those to be measured subsequently at fair value through other comprehensive income (" FVOCI ") and (iii) those to be measured subsequently at fair value through profit or loss (" FVPL "). For further information regarding the sensitivities of EFGI Group's holdings of life insurance policies, please refer to note 4.2.2(iii) of the EFGI Group's 2016 audited consolidated financial statements.

The EFGI Group expects the implementation of IFRS 9 “Financial Instruments: Classification and Measurement” to primarily impact the EFGI Group's assets currently classiﬁed as held-to-maturity, including EFGI Group's portfolio of life insurance policies (except those life insurance policies with an embedded premium return feature). These investments will no longer qualify to be measured on an amortised cost basis, but will likely be classiﬁed as FVOCI. The Group has performed a preliminary assessment on these impacts. The adoption would result in measuring a significant portion of the currently held-to-maturity life settlement investments at fair value. Approximately 10 per cent. of the portfolio is expected to continue being measured at amortised cost due to embedded premium return features which limits the variability of the expected cash flow. The estimated impact of the IFRS adoption is to decrease shareholders’ equity by approximately CHF 277 million and increase interest income before tax by CHF 25 million per year. As this decrease in shareholders’ equity arises from IFRS 9, and the Group reports regulatory capital under Swiss GAAP, the adoption of IFRS 9 will not have any impact on the Group’s regulatory capital. EFGI Group’s IFRS shareholders’ equity may be negatively affected and EFGI Group’s reported net interest income could be adversely affected, both of which could adversely affect the EFGI Group’s business, results of operations and financial condition.

IFRS 9 also introduces a new model for the recognition of impairment losses – the expected credit losses (ECL) model. There is a “three stage” approach which is based on the change in credit quality of financial assets since initial recognition. In practice, the new rules mean that entities will have to record an immediate loss equal to the 12-month ECL on initial recognition of financial assets that are not credit impaired (or lifetime ECL for trade receivables). Where there has been a significant increase in credit risk, impairment is measured using lifetime ECL rather than 12-month ECL. The model includes operational simplifications for lease and trade receivables. The Group is currently assessing the impact of the expected credit losses measured under the IFRS 9 requirements. There is no guarantee that the adoption of these requirements will not have a material impact on the Group’s shareholders’ equity and/or earnings.

The EFGI Group is exposed to credit risks due to credit exposures to entities outside Switzer- land.

The EFGI Group is exposed to country risk, which encompasses sovereign risk, i.e. the default risk of sovereign or state entities acting as borrowers, guarantors or issuers, as well as the risk of currency controls, devaluation of currencies and broadly based instability affecting an entire country. Other than the EFGI Group's client lending activities, the EFGI Group's operations are subject to risk of loss from unfavourable economic, political, legal and other developments in the countries to which the EFGI Group is exposed. Speciﬁcally, the EFGI Group is exposed to country risk as a result of the EFGI Group's exposures as a creditor to sovereign and quasi-sovereign institutions and to banks, other ﬁnancial institutions and corporations located outside of Switzerland. In addition, the EFGI Group is

exposed to economic instability in certain emerging market countries. Economic or political pressures in a country or region, including those arising from local market disruptions, currency crises, monetary controls or other factors, may adversely affect the ability of clients or counterparties located in that country or region to obtain foreign currency or credit and, therefore, to perform their obligations to the EFGI Group, which, in turn, may materially and adversely affect the EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group may suffer signiﬁcant losses from counterparty credit exposures.

The EFGI Group's businesses is subject to the fundamental risk that borrowers and other counterparties, including, but not limited to trading counterparties, clearing agents, exchanges, clearing houses and other financial institutions, will be unable to perform their obligations. Other than client lending activities, counterparty credit exposures result primarily from exposures to financial institutions, insurance companies, sovereigns and quasi-sovereign entities and corporations. These parties may default on their obligations due to lack of liquidity, operational failure, bankruptcy or other reasons. This exposure can be exacerbated by adverse changes in the credit quality of the borrowers and counterparties and a general deterioration in the Swiss, European, U.S. or global economic conditions. Should any of the EFGI Group's counterparties default, the EFGI Group may suffer losses which could adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group may suffer losses related to client exposures.

Lending to private banking clients is a significant part of the EFGI Group's business. The EFGI Group's client lending business primarily consists of (i) lending secured by cash and other financial collateral and/or (ii) lending secured by real estate, mainly in Switzerland, Singapore and the UK. In addition to the inherent risk that the EFGI Group's clients may default of their loan obligations, the EFGI Group may suffer additional losses in relation to its client lending business if, for example, the value of the financial collateral securing such loans decreases in value and is insufficient to cover the exposure as a result of sudden declines in market values. In addition, disruptions in the liquidity or transparency of the financial markets may affect the recoverability and value of the EFGI Group's assets and require an increase in the provisions for bad and doubtful debts and investments.

The EFGI Group is also exposed to the risk of significant downward fluctuations in the prices of properties securing the EFGI Group's mortgage portfolio. Should the value of these properties decline significantly, the realisable value from the sale of properties securing the EFGI Group's loans may be insufficient to cover the EFGI Group's exposure. For example, as the EFGI Group mortgage business is primarily secured by properties in the Switzerland, Singapore and the UK, the EFGI Group is particularly exposed to declines in the value of properties in these areas.

The EFGI Group's credit exposure also includes commercial lending, commercial real estate and other non-private banking exposures.

Thus, to the extent that the EFGI Group's clients default on their obligations and the value of the collateral is insufﬁcient to cover the overall exposure, the EFGI Group's business, ﬁnancial condition and results of operations could be adversely affected and, as a result, the Issuer's and/or the Guarantors' ability to perform their obligations.

A deterioration of the Guarantors' credit rating(s) could result in increased funding costs and may have a negative impact on the EFGI Group's reputation.

A rating agency assessment is based on various factors and is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. These credit ratings and related perceptions of the EFGI Group's credit-worthiness affect the terms on which counterparties are willing to transact with the EFGI Group. For example, because the interest rate and other terms of debt agreements depend in part on credit ratings, any deterioration in the Guarantors' credit ratings or a negative outlook given by a rating agency could result in increased funding costs and may limit the EFGI Group's funding sources or impact the EFGI Group's liquidity. Actual or expected rating downgrades or changes in perceptions of the EFGI Group's credit worthiness may also affect the volume and terms on which the EFGI Group is able to conduct

foreign exchange transactions, enter into derivative agreements as part of hedging activities and may cause clients to be reluctant to do business with the EFGI Group. In addition, an actual or expected rating downgrade would likely affect the EFGI Group's ability to issue ﬁnancial instruments or raise capital on markets generally, which could further negatively affect the EFGI Group's funding costs, capital position and liquidity.

The EFGI Group are subject to liquidity risks which may impact the ability to operate their business.

Liquidity is critical to the ability to operate the Group’s business, to grow and be profitable. The EFGI Group’s business benefits from short-term funding sources, including, primarily, demand deposits and time deposits from clients. Although deposits have been, over time, a stable source of funding, this may not continue. In that case, the EFGI Group’s liquidity position could be adversely affected and we might be unable to meet deposit withdrawals on demand or at their contractual maturity, repay borrowings as they mature or fund new loans, investments and businesses, the occurrence of any of which could adversely affect the Group’s business, results of operations and financial condition.

The EFGI Group has substantial pension obligations and an increase in the net present value of the Group’s pension obligations, additional provisioning requirements or a decrease of the value of fund assets covering the Group’s pension commitments might adversely affect the EFGI Group’s ﬁnancial position.

The EFGI Group has made commitments to current and former employees with regard to pension payments in Switzerland, both in the form of defined benefit and defined contribution pension plans. Only part of these pension plan commitments in Switzerland are covered by fund assets. Under IFRS, in case the fair value of plan assets is less than the present value of defined benefit obligation, a provision in connection with this deficit needs to be booked, leading to a corresponding reduction of the IFRS equity, but not the regulatory capital as per Swiss GAAP, as reflected on the balance sheet. In determining EFGI Group's pension provisions, the EFGI Group uses certain actuarial assumptions regarding, for example, mortality rates, discount rates, changes in salaries and pension levels and staff turnover. If these actuarial assumptions prove to be inaccurate or need to be revised, for example due to increasing longevity; reductions in the interest rates or increasing salaries or pensions, this could lead to a significant increase in the net present value of EFGI Group's pension obligations and to additional provisioning requirements. Indeed, the current valuation of EFGI Group's Swiss pension plan commitments is predominantly driven by the current market environment with historically low interest rates that have persisted over a number of years. Furthermore, layoffs as part of the Integration may trigger curtailment in the pension obligation and as such may impact the Group’s financial condition and results of operations. The EFGI Group is also exposed to the significant risk of volatility and decrease of the value of fund assets covering EFGI Group's pension commitments. In addition, the accounting standards and legal conditions governing EFGI Group's pension obligations are subject to changes in applicable policy, legislation or case law, which may also lead to new or more extensive pension obligations or may impact EFGI Group's previous pension obligation calculations. Any of these factors or developments could have a material adverse effect on the EFGI Group's business, financial condition and results of operations.

EFGI Group’s exposure to legal liability is signiﬁcant.

The EFGI Group faces significant legal risks in EFGI Group's businesses. The volume and amount of damages claimed in litigation, regulatory proceedings and other adversarial proceedings against financial services firms are generally increasing. EFGI Group is currently subject to a number of legal proceedings, regulatory actions and investigations, including in particular the matters described below.

An adverse result in one or more of these matters could potentially have a material adverse effect on EFGI Group's business, ﬁnancial condition, results of operations and reputation. In addition, the foregoing matters may result in further regulatory scrutiny and actions. Moreover, in connection with any defence, the EFGI Group may incur substantial costs as well as the diversion of management from the day to day operations of EFGI Group's business.

In addition, it has become increasingly difﬁcult to predict or quantify the outcome of many of the legal

proceedings, regulatory and governmental actions and investigations that the EFGI Group is involved in, and therefore it has become harder to create sufficient levels of legal, regulatory and accounting provisions. The uncertainty of outcomes of settlements or litigation and the changing views of regulators is increased by the apparent recent trend of increasing fines and settlement amounts. In addition, EFGI Group's management may make estimates regarding the outcome of legal, regulatory and arbitration matters and make a charge to income when losses with respect to such matters are probable and can be reasonably estimated. If provisions taken turn out to be insufficient, the EFGI Group will incur further losses. Such losses may occur potentially years after the event that caused them. Insufficient provisions, changes in estimates or judgmental errors when provisioning may have a material adverse effect on EFGI Group's business, financial condition and results of operations. All of these factors combined could materially and adversely affect EFGI Group's business, financial condition and results of operations.

EFGI Group is involved in various legal and arbitration proceedings and the provisions established may not be sufficient.

The Group is involved in various legal and arbitration proceedings in the normal course of its business operations. The Group establishes provisions for current and pending legal proceedings if management is of the opinion that the Group is more likely than not to face payments or losses and if the amount of such payments or losses can be reliably estimated. As at 31 December 2016, the following provisions were established:

• A provision of CHF 16.3 million relates to two substantially similar lawsuits brought by the liquidators of the Fairfield Funds against BSI and other defendants. The liquidators are seeking to “claw back” redemption payments allegedly received by the defendants for shares of the Fairfield Funds during the period from 2004 to 2008. With the acquisition of BSI, the EFGI Group maintained a provision of CHF 16.3 million. This lawsuit is unlikely to settle within a year from 31 December 2016.

• A provision of CHF 6.6 million relates to a lawsuit brought by a client of BSI, who was allegedly defrauded by an employee of BSI. With the acquisition of BSI, the EFGI Group maintained the existing provision of CHF 6.6 million. This is a long standing claim that is unlikely to settle within a year from 31 December 2017.

• Other provisions of CHF 17.6 million relate to various lawsuits primarily brought by ex-clients of BSI. With the acquisition of BSI, the management assessment of the fair value of these claims was made and provisions of CHF 17.6 million created. These are long standing claims and are considered as unlikely to be settled within a year.

• Other provisions of CHF 3.7 million remain for various small litigation cases which are expected to be settled within a year.

• A provision of CHF 43.0 million relates to proceedings in Germany against the EFGI Group for alleged aiding and abetting of tax evasion by German residents between 2004 and 2015. With the Acquisition of BSI, the EFGI Group initially created a provision of CHF 35.0 million. The EFGI Group has subsequently re-assessed this and other related claims and increased the provision by a further CHF 8.0 million. This is a recent claim and that is unlikely to settle within a year.

• Other provisions of CHF 13.2 million remain for various other potential cash outflows which are expected to be settled within a year.

The EFGI Group is exposed to risks relating to regulatory changes and increased compliance requirements and costs.

As a global participant in the ﬁnancial services industry, the EFGI Group is subject to extensive regulation by governmental agencies, supervisory authorities and self-regulatory organisations in Switzerland, the EU, the UK, the U.S. and other jurisdictions in which the EFGI Group operates around

the world. Such regulation is increasingly more extensive and complex and, in recent years, costs related to compliance with these requirements and the penalties and fines sought and imposed on the financial services industry by regulatory authorities have all increased significantly and may increase further. These regulations and regulatory requirements often serve to limit activities, including through the application of increased capital and liquidity requirements, customer protection and market conduct regulations, such as regarding transparency, independence, heightened duties to customers and restrictions on fees as well as cross-border compliance, and direct or indirect restrictions on the businesses in which the EFGI Group operates or invests. Such limitations can have a negative effect on the EFGI Group's business, financial condition and results of operations as well as on the EFGI Group's ability to implement strategic initiatives.

For example, in most countries today, cross-border ﬁnancial services are highly regulated. Such regulations pertain to many markets in which the EFGI Group traditionally have had operations, including Switzerland, the EU, Americas and Asia. Due to the increasing complexity and tougher enforcement of cross-border rules, the interpretation of those rules by regulators such as FINMA has become stricter leading to increased compliance efforts and costs.

Changes in laws, rules or regulations, or in their interpretation or enforcement, or the implementation of new laws, rules or regulations, may adversely affect the EFGI Group's results of operations. Despite the EFGI Group's best efforts to comply with applicable regulations, a number of risks remain, particularly in areas where applicable regulations may be unclear or inconsistent among jurisdictions or where regulators revise their previous interpretation or guidance or courts overturn previous rulings. Authorities in many jurisdictions have the power to bring administrative or judicial proceedings against the EFGI Group, which could result in, among other things, suspension or revocation of licenses, cease and desist orders, ﬁnes, civil penalties, criminal penalties or other disciplinary action which could materially adversely affect the EFGI Group's results of operations and seriously harm the EFGI Group's reputation.

These trends and scope of increased compliance requirements, together with a general increase of the scrutiny of the financial services industry over the past several years, which has led to increased regulatory investigations and litigation against financial services firms, as well as an increased focus on regulatory and tax compliance, have required and may continue to require the EFGI Group to invest in additional resources and incur additional costs to ensure compliance, and may result in increased general operating, legal and compliance expenses that may affect the EFGI Group's profitability and make it more difficult to serve clients. Furthermore, failing adequately to comply with legal and regulatory requirements may have an impact on the EFGI Group's reputation and could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

Enforcement actions carry significant cost for the institutions involved, including the expense of resources to correcting the problems identified, the payment of restitution to the aggrieved parties and/or pay fines and the reputational cost to the business.

Failure to comply with anti-money laundering, terrorist financing, tax, anti-bribery, anti- corruption or international sanctions laws could lead to fines or harm the EFGI Group's reputation and could disrupt the EFGI Group's business and result in a material adverse effect on the EFGI Group's business, financial condition and results of operations .

Combating money laundering, terrorist financing, tax evasion, bribery corruption, and sanctions violations is a major focus of government policy relating to financial institutions (most notably in Switzerland, the U.S., the EU, Asia, Latin America and the Middle East). These laws and regulations generally impose obligations on the EFGI Group or provide incentives for the EFGI Group to maintain appropriate policies, procedures and controls to detect and prevent money laundering, tax evasion and terrorist financing, report unusual transactions and suspicions of money laundering and terrorist financing, comply with economic sanctions and combat bribery and corruption. In this connection the EFGI Group depends on sufficient awareness and compliance by staff of these relevant laws and regulations and related risks for the execution of policies, procedures and controls.

The EFGI Group runs the risk of violating anti-money laundering, counter terrorism ﬁnancing rules, tax

evasion, and sanctions rules and regulations, and to incur reputational risk, if the EFGI Group does not properly (i) identify and verify the identity of a client or potential client, determine a client’s or potential client’s source of funds and the reason of the banking relationship or whether a client or potential client is subject to sanctions, or (ii) adequately monitor transactions with regard to anti-money laundering, counter terrorism ﬁnancing and other sanctioned or prohibited activities.

Despite compliance programmes and internal control policies and procedures, there remains a risk of breaches of anti-money laundering, terrorist ﬁnancing, tax, anti-bribery, anti-corruption or international sanctions law, in the event the EFGI Group was unable to detect non-compliant behaviour in time or at all.

The legislation, rules and regulations which establish sanctions regimes are often broad in scope and complex, and in recent years, governments have increased the scope and reach of and strengthened such regimes. As a consequence, the EFGI Group may be forced to restrict certain business operations or unwind certain ongoing transactions or services, which may cause material losses.

In addition, the extra-territorial reach of US regulations in respect of sanctions requires the EFGI Group to establish effective controls and procedures in order to prevent violations of US sanctions against designated foreign countries, regions, individuals, entities, business sectors and others. The EFGI Group's operations and the products and services the EFGI Group offers generally bring the EFGI Group within the scope of this U.S. sanctions regime.

Failure by the EFGI Group to implement and maintain adequate programmes to combat money laundering, terrorist financing, tax evasion, bribery, corruption, and sanctions violations could lead to fines or harm the EFGI Group's reputation and could disrupt the EFGI Group's business and result in a material adverse effect on the EFGI Group's business, financial condition, results of operations and prospects.

Failure to implement governance and process improvements agreed with the EFGI Group's regulators may result in regulatory sanctions, which may adversely affect its business, ﬁnan- cial condition and results of operations.

The EFGI Group has agreed to implement various governance and process improvements with the EFGI Group's regulators, as well as deadlines for the implementation of these improvements. These improvements may result from issues raised as a result of particular regulatory enquiries or as a result of routine oversight such as regulatory audits performed by the EFGI Group's auditors in certain countries or on-going oversight by EFGI Group's regulators.

The EFGI Group is also subject to regular reviews by regulators, either through routine inspections or the conduct of regulatory audits conducted by the EFGI Group's auditors and reported to the EFGI Group's regulators. These routine reviews frequently identify areas of improvement and the establishment of deadlines to implement the agreed improvements to the EFGI Group's processes and procedures.

Should the EFGI Group fail to implement improvements in governance or process improvements agreed with regulators in accordance with the deadlines agreed with EFGI Group's regulators or auditors, the EFGI Group may be subject to sanctions by EFGI Group's regulators, including the introduction of enhanced compliance requirements, restrictions on the EFGI Group's business, the imposition of additional Pillar 2 capital requirements and other sanctions. Such sanctions have the potential to require the EFGI Group to incur increased costs to comply with increased requirements, to negatively affect EFGI Group's proﬁtability or to increase EFGI Group's capital requirements. This may therefore adversely affect EFGI Group's business, ﬁnancial condition and results of operations.

The EFGI Group is subject to the risk that changes in regulatory and tax regimes as well as tax amnesties could impact the demand for the EFGI Group's services and the EFGI Group's ability to effectively and efﬁciently serve clients.

The EFGI Group is subject to the risk that governments in the jurisdictions in which the EFGI Group does business will introduce changes in their tax or regulatory regimes that could adversely affect the

EFGI Group's ability to offer certain products and services and/or the favourable tax treatment of those products and services. The EFGI Group is also exposed to the risk that one or more jurisdictions in which client assets are booked may become a less attractive location for clients to hold their assets. In particular, legal, regulatory or tax changes in such jurisdictions might cause clients to move their assets to other jurisdictions. For example, clients may also have an incentive, through beneficial tax treatments due to changes in tax laws or tax amnesties, such as in recent years in Spain or Italy, to move their assets into jurisdictions, including the clients’ home jurisdictions, where the EFGI Group does not have banking operations, thereby negatively impacting EFGI Group's Revenue Generating AUM. Because a significant portion of the EFGI Group's Revenue Generating AUM are booked in locations other than the clients’ home jurisdictions, the EFGI Group is particularly exposed to regulatory and tax changes that make the EFGI Group's global booking centers less attractive locations for clients to hold their assets. Additionally, the EFGI Group is exposed to changes in tax legislation, rulings and interpretations of existing tax laws that may affect the EFGI Group's tax situation. The realisation of any of these risks could materially and adversely affect EFGI Group's business, financial condition and results of operations.

The implementation of MiFID II and similar regulation may adversely affect the EFGI Group's ability to generate fee and commission income.

The Markets in Financial Instruments Directive (" MiFID II ") prohibits banks that provide advice on an independent basis from accepting or receiving fees, commissions or any other monetary benefits paid or provided by any third party, and also introduces new investor protection measures which include product governance requirements and enhanced suitability requirements. MiFID II entered into force on 2 July 2014 and was set to generally apply within EU member states by 3 January 2017. However, in February 2016 the European Commission formally delayed the implementation date by a year. The new deadline is January 2018. The extension allows for the building of complex IT systems to enable enforcement of the new package. In addition to MiFID II, in the United Kingdom, the Financial Services Authority (the " FSA ") introduced new rules (effective from 31 December 2012) which impact the distribution of retail investment products to clients within the United Kingdom (known as the "Retail Distribution Review"). The rules include provisions to address the potential for product and remuneration bias. Firms giving investment advice may only be remunerated for the specific investment advice given and will be required to set their own adviser charges, which they must agree with their clients. In addition, firms must meet new standards on how these charges are determined and operate. Moreover, commission bias is expected to end as a result of a ban on product provider commission being paid to investment advisers, which will prevent investment advisers from automatically recommending products that pay commissions. Similar rules may be implemented by other EU member states in the future, which will impact the EFGI Group's ability to generate fee and commission income. The impact of MiFID II and similar rules, including the Swiss Federal Financial Services Act (FinSA) and Swiss Financial Institutions Act (FinIA) which have been or are in the process of being adopted in Switzerland to bring related Swiss regulation more in line with EU regulation, could materially and adversely affect the EFGI Group's business, financial condition and results of operations.

The EFGI Group's regulatory capital position is subject to change and the EFGI Group's business as well as the EFGI Group's ability to pay dividends could be adversely affected as a result of changes to capital adequacy and liquidity requirements.

As of 1 January 2013, the Basel III framework was implemented in Switzerland. Together with the related implementing ordinances and the circulars issued by FINMA, the legislation includes capital, liquidity, leverage and large exposure requirements. Certain requirements under the legislation, including those regarding capital, are to be phased in through year-end 2018. Pursuant to the applicable Swiss rules, banks are divided into ﬁve categories based on size. Under those rules, the EFGI Group qualifies as a "Category 3 bank" and as such the EFGI Group is subject to a so-called "Swiss-ﬁnish" on regulatory capital that imposes on the EFGI Group a risk-weighted capital adequacy target ratio of Swiss GAAP total capital to risk weighted assets (" RWA ") of at least 12.0 per cent. (of which at least 7.8 per cent. of RWA should comprise of CET1 capital, 1.8 per cent. of RWA should comprise of Additional Tier 1 capital (or better quality capital), and 2.4 per cent. of RWA should comprise of Tier 2 capital (or better quality capital)). The minimum total capital to RWA ratio is 11.0 per cent. In addition, FINMA has broad powers to impose additional regulatory capital requirements on an

individual basis on a bank to cover specific risks of such bank that it believes are not adequately covered by the statutory regulatory capital requirements. FINMA has required such additional regulatory capital buffers from EFGI. It cannot be excluded that FINMA will increase the additional regulatory capital requirements applicable to EFGI in the future. A breach of the minimum total capital ratio, including any additional capital requirements, may trigger an immediate and substantial intervention by FINMA including requiring a capital plan, replacing EFGI Group's management ordering the EFGI Group to reduce or refrain entirely from dividend payments, share buybacks and discretionary remuneration components or to carry out a capital increase. If the intervention threshold is breached, FINMA may, in addition order the institution to reduce its risk-weighted assets, sell specific assets or withdraw from specific areas of business, and impose other far reaching measures. Furthermore, the outstanding additional tier 1 securities issued by EFGI may prevent EFGI from paying dividends in the future.

The Basel III framework continues to be evolving. Since the publication of Basel III, the Basel Committee on Banking Supervision (the “ BCBS ”) has been publishing further details regarding the Basel III standards. In addition, the BCBS has been reviewing the methods used in the calculation of risk-weighted assets. In this regard, it has published revised rules for exposures to central counterparties, counterparty credit risk exposures, securitisation exposures and capital requirements in relation to market risk, as well as consultation papers on, inter alia , revised standardised approaches for credit and operational risks and capital floors based on the standardised approaches. Such revised rules, if adopted by FINMA, may adversely impact the EFGI Group’s regulatory capital position or result in increased capital requirements for the EFGI Group.

In addition to the risk weighted capital adequacy ratios, a leverage ratio has been introduced to prevent excessive leverage of banks. Broadly, the leverage ratio is a ratio of capital against certain unweighted exposures. In line with Swiss law requirements, the EFGI Group is currently required to maintain a minimum leverage ratio of 3.0 per cent. The BCBS will define the requirements, which it will place on the leverage ratio from 2018 after the conclusion of an observation period. This observation period will also be used to clarify a number of currently open questions regarding the calculation of total exposure. The indicative leverage ratio requirement, which is not yet binding, is 3.0 per cent. This may, however, be subject to change once the observation period has ended.

Furthermore, under Basel III, banks are required to meet two new liquidity standards, namely: (i) a liquidity coverage ratio (" LCR ") requirement, which addresses potential short-term liquidity issues and has applied to the EFGI Group since 1 January 2015, and (ii) a net stable funding ratio requirement (" NSFR "), which requires a bank to have long-term stable funding sufficiently commensurate with its stable funding usage. The date of entry into force of the NSFR in Switzerland has not yet been decided, though the Basel III framework anticipates implementation of a minimum requirement with effect from 1 January 2018.

In addition, local regulators may apply capital and liquidity requirements at the level of local subsidiaries. This also applies to subsidiaries in EU countries where local regulators apply non- harmonised EU rules and regulations. If the EFGI Group was unable to upstream capital and liquidity, for example from local subsidiaries, or have to fund EFGI Group's operations locally, this might give rise to inefﬁciencies and increased costs. As a result of the implementation of the above changes to capital adequacy and liquidity requirements, it is possible that certain of EFGI Group's subsidiaries will not be able to grow their client lending business without growing local deposits. This could materially and adversely affect EFGI Group's business, ﬁnancial condition and results of operations and, as a result, the Issuer's and/or the Guarantors' ability to perform their obligations under the Notes.

Swiss resolution proceedings may affect EFGI Group's shareholders and creditors.

On 1 January 2016, an amendment to the Swiss banking laws entered into force that extends FINMA’s existing bank resolution powers to Swiss-domiciled parent companies of ﬁnancial groups and certain other unregulated Swiss-domiciled companies belonging to ﬁnancial groups. In addition, it extends FINMA’s power to order a stay on termination or termination rights, including the exercise of netting, realisation and certain transfer rights, linked to resolution measures to cover all contracts and restructuring scenarios. In the context of contracts that are subject to foreign law or jurisdiction, banks need to make sure that on a legal entity and group level that the counterparties recognise FINMA’s

power to order a stay. Thus, pursuant to this resolution regime, FINMA will be able to exercise its resolution powers to, among other things, cancel EFGI’s outstanding equity, convert debt instruments and other liabilities of EFGI into equity and cancel such liabilities, for example, but not limited to, these Notes in restructuring proceedings. Laws governing resolution proceedings are still evolving and there might be further changes to such law as applicable to the EFGI Group, which may be applied to the Notes on a retrospective basis.

The EFGI Group is exposed to a variety of political, legal, social, reputational, economic and other risks due to EFGI Group's international growth strategy and existing international presence.

The EFGI Group is exposed to a variety of political, legal, social, reputational, economic and other risks due to EFGI Group's international growth strategy and existing international presence. The EFGI Group is a global private bank and as part of EFGI Group's strategy, the EFGI Group has identiﬁed targeted growth markets where the EFGI Group believes there are attractive business opportunities, speciﬁcally Europe (in particular Russia and Central and Eastern Europe), China, the Middle East, Latin America and the South Asians resident outside of their home country (South Asian Diaspora).

The risks the EFGI Group is exposed to as a result of its international growth strategy, in particular in certain emerging markets, relate to a wide range of factors, including but not limited to the following: currency restrictions and exchange controls, other restrictive or protectionist policies and actions, diverse systems of laws and regulation, the imposition of unexpected taxes or other payment obligations, changes in political, regulatory and economic frameworks, economic sanctions, the expropriation, nationalisation or confiscation of assets, risks relating to modification of contract terms, or other government actions, capital controls and restrictions on EFGI Group's ability to transfer cash to or repatriate cash from EFGI Group's subsidiaries, restrictions in certain countries on investments by foreign companies, divergent labour regulations and cultural expectations regarding employment, and divergent cultural expectations regarding industrialisation, international business and business relationships. Sometimes, in certain jurisdictions, uncertainty may exist as to whether security interests vested for EFGI Group's benefit can be enforced as a legal or as a practical matter. The EFGI Group is also subject to the risk that the government of a sovereign state or political or administrative subdivisions thereof defaults on its financial obligations.

Further to risks relating to EFGI Group's international growth strategy, it is exposed to risks relating to EFGI Group's existing international presence as it has a number of subsidiaries, branches, representative ofﬁces, businesses and operations located outside Switzerland and clients who operate internationally.

Furthermore, the EFGI Group renders services and sells products in countries where the EFGI Group does not have offices. As a result, the EFGI Group might not be fully aware of all regulatory requirements or the applicable legal frameworks. Local registration or license requirements can vary for different types of investors and services. As long as the EFGI Group is not locally registered or have obtained a license, restrictions might apply with respect to marketing activities. Thus, the EFGI Group risks incurring regulatory fines if the EFGI Group breaches any local requirements and such breach may have a financial and reputational impact.

No predictions can be made as to governmental regulations applicable to EFGI Group's operations that may be enacted in the future, changes in political regimes or other political, social and economic instability, or as to risk of wars, terrorism, sabotage, other armed conﬂicts and general unrest. If any of the risks mentioned above were to materialise, EFGI Group's reputation could materially and adversely be affected, which may limit EFGI Group's ability to pursue EFGI Group's international growth strategy in regions where the EFGI Group currently operates or where it may plan to operate in the future. Such limitations could materially and adversely affect EFGI Group's business, ﬁnancial condition and results of operations.

The process to determine the final purchase price for the Acquisition of BSI is not yet completed.

The final purchase price is subject to a process set forth in the Sale and Purchase Agreement (“ SPA ”),

whereby the EFGI Group and the seller determine the final valuation of the assets and liabilities and other price adjustments related to the relevant period. Any unresolved differences between the EFGI Group and the seller will be referred to an independent expert for review and adjudication. Under this process, the EFGI Group made a formal submission to the seller on 2 February 2017 and based on its current estimates, the EFGI Group expects a downward price adjustment of CHF 277.5 million. This is reflected as a receivable due from the seller and included in Other Assets – see note 34 of the EFGI Group's 2016 audited consolidated financial statements. The seller advised the Group that it intends to formally object to the submission made by the Group on 2 February 2017. On 14 March 2017, the seller informed the market that it currently rejects the Group’s estimated downward price adjustment and instead may ask for an upward price adjustment of CHF 95.7 million.

The process to determine the final purchase price is not yet complete and the impact of any adjustments that may arise on the amounts recorded in these financial statements is not known. The EFGI Group has not made any provisions for any potential adjustments. However, based on presently available information and assessments, any eventual impact on the EFGI Group’s regulatory capital is not expected to be material.

The EFGI Group may be unable to successfully integrate the operations of BSI

The Integration involves two private banks that have previously operated independently. The difﬁculties of combining the operations of BSI with the EFGI Group include for example:

• attrition of BSI’s clients, Revenue Generating AUM, CROs and other key personnel, as well as retention of the EFGI Group's own clients and Revenue Generating AUM, CROs and other key personnel;

• retention of the EFGI Group's senior management as well as members of BSI’s management;

• attrition of external asset managers who manage Revenue Generating AUM of BSI’s clients;

• integration of BSI into the EFGI Group in a timely and cost-effective manner, including legal integration (for example by way of merger), integration of management information, ﬁnancial controls and information technology platforms, including the incurrence of penalties in connection with the termination of outsourcing agreements;

• aligning market, credit, liquidity and operational risk policies;

• ability to close certain BSI entities, locations and to dispose, transfer or liquidate assets, contracts and other obligations in a timely manner;

• conforming client documentation and renewing compliance and suitability checks;

• integration of businesses operated by BSI which are not currently offered by the EFGI Group, such as BSI’s capital markets and commercial lending businesses;

• marketing, sales forces and client service units and product offerings, including the introduction and rollout of a combined EFGI and BSI brand;

• aligning different company and management cultures;

• ensuring that management retains sufﬁcient capacity to conduct the daily business; and

• legal, regulatory, contractual, labour or other issues that could arise from the Integration.

The process of integrating operations may be more expensive and time-consuming than expected and could cause an interruption of, or loss of momentum in, the activities of EFGI Group's business and/or the loss of key personnel. The diversion of EFGI Group's management’s attention and any delays or difﬁculties encountered in connection with the Integration of BSI could result in the disruption of EFGI Group's ongoing business or inconsistencies in the standards, controls, level of client care, procedures

and policies that could negatively affect EFGI Group's ability to maintain relationships with clients and counterparties and, as a result, the Issuer's and/or the Guarantors' ability to perform their obligations.

If the actual AUM attrition rate will be higher than expected by EFGI Group’s management through the continued outflow of Revenue Generating AUM, the EFGI Group may not be able to achieve EFGI Group's targets or the expected beneﬁts of the Acquisition including EFGI Group's expected cost savings and earnings accretion.

In addition, the EFGI Group may experience difﬁculties in ensuring that the CROs that join the EFGI Group from BSI or that external asset managers which manage Revenue Generating AUM of BSI’s clients and BSI’s business introducers meet EFGI Group's standards. BSI’s operations may also prove to be less compatible with EFGI Group's business than the EFGI Group had initially anticipated. EFGI Group's CROs and/or other key employees may also be uncomfortable with the Acquisition and subsequent Integration or feel otherwise affected by it, which could have an impact on work quality and retention. Thus, there can be no assurance that the EFGI Group will be successful in integrating BSI’s CROs into EFGI Group's business or avoiding increased attrition among EFGI Group's own CROs during the integration.

Furthermore, the EFGI Group may experience legal, compliance, regulatory, contractual, labour or other issues in connection with the integration of clients, Revenue Generating AUM and CROs from BSI or with continuing a business relationship with external asset managers who manage Revenue Generating AUM of BSI’s clients.

If the EFGI Group is not able successfully to integrate BSI’s operations, the anticipated benefits of the Acquisition may not be realised fully or at all or may take longer to realise than expected. In addition, the EFGI Group may incur unanticipated expenses in order to maintain, improve or sustain BSI’s operations or assets and the EFGI Group may be subject to unanticipated or unknown liabilities relating to BSI and its business. These factors could harm EFGI Group's reputation and could make it more difficult for the EFGI Group to realise the anticipated benefits of the Acquisition.

Furthermore, there can be no assurance that the EFGI Group will be successful in retaining EFGI Group's own existing clients, Revenue Generating AUM, CROs or key personnel following the Acquisition and the Integration. If the EFGI Group is unable to retain clients, Revenue Generating AUM and CROs, the EFGI Group will not be able to achieve the potential beneﬁts of the Integration, which could materially and adversely affect EFGI Group's business, ﬁnancial condition and results of operations.

EFGI Group's continued ability to compete effectively in EFGI Group's businesses and EFGI Group's ability to integrate BSI depends on the EFGI Group being able to retain, incentivise and motivate EFGI Group's existing employees. If key senior executives leave, EFGI Group's ability to integrate BSI could be impaired and, as competition in the financial services industry for qualified employees is intense, the EFGI Group may need to incur significant costs to replace departing senior executives in a timely manner. EFGI Group's business, results of operations and financial condition may be adversely affected by the departure of EFGI Group's senior executives.

The EFGI Group’s Integration of the BSI IT platform poses operational risk and may affect the profitability of the EFGI Group’s business and the Guarantor's ability to fulfill its obligations under the Notes.

The business of BSI presently runs on a distinct IT platform. The estimated cost synergies relating to the IT integration have been prepared on the basis of the assumption that the EFGI Group’s core banking platform’s additional capabilities, together with BSI’s applications that will be retained, will enable the EFGI Group to close any relevant gaps.

The Integration includes significant migration work, including but not limited to, the migration of client related data, development of interfaces, platform testing and employee training. The complexity of the IT integration process including ensuring continuous operation and support for the internal processes, including, but not limited to, client related processes and trading applications, may slow down the intended timeline, delay the realisation of anticipated synergies or lead to additional costs and poses

material operational risk to the EFGI Group which may adversely affect the EFGI Group’s business, in particular should the required support from BSI’s external IT service provide during the migration phase not be timely or sufﬁcient.

The EFGI Group may have to terminate more of BSI’s business and client relationships than expected.

As part of the Integration, the EFGI Group started a review of BSI’s business and client relationships based on, among other things, EFGI Group's current risk management policies, including KYC compliance and suitability protocols. As a result of this exercise, the EFGI Group may be required to terminate more business and client relationships than initially estimated, resulting in reduced volume of Revenue Generating AUM and a loss of revenues.

The EFGI Group may be unable to successfully achieve EFGI Group's targets to realise the anticipated beneﬁts of the Acquisition.

The EFGI Group expects to realise synergies by combining the operating platforms of EFGI Group and BSI. In particular, the EFGI Group expects to realise substantial cost savings in relation to IT/operations and premises, corporate structure, front office as well as governance functions. EFGI Group's ability to realise these benefits will be limited by, among other things, legal, regulatory and contractual restrictions. These synergies and other benefits may not be realised within the time periods contemplated or at all. If the EFGI Group is not able to successfully achieve these synergies and other benefits, the anticipated benefits of the Acquisition may not be realised fully or at all or may take longer to realise than expected.

Furthermore, the EFGI Group may incur unanticipated expenses in order to maintain, improve or sustain BSI’s operations or assets and the EFGI Group may be subject to unanticipated or unknown liabilities relating to BSI and its business. These factors could harm EFGI Group's reputation and could make it more difﬁcult for the EFGI Group to realise the anticipated beneﬁts of the Acquisition.

The EFGI Group may discover contingent or other liabilities within BSI or other facts of which it is not aware that could expose the EFGI Group to loss, and any indemniﬁcation it receives from BTG may be insufﬁcient to protect the EFGI Group from such risks, which may result in unexpected liabilities and costs to the EFGI Group.

Matters giving rise to losses may not be recoverable under the representations, warranties or indemnities provided for in the SPA, in respect of which EFGI Group's ability to recover is subject to certain customary exceptions. As such, any indemniﬁcation the EFGI Group received from BTG may be insufﬁcient to protect the EFGI Group from risks related to known or hidden liabilities.

BSI’s non-prosecution agreement with the United States of America Department of Justice (the “DOJ”) may be adversely impacted by other legal or regulatory proceedings, individually or collectively, or other proceedings arising in the future

On 30 March 2015, BSI entered into a non-prosecution Agreement (the " BSI NPA ") with the DoJ in connection with its U.S. Tax Program for Swiss Banks. The BSI NPA may be terminated or re- negotiated should BSI be determined by the Tax Division of the DoJ to have committed any U.S. federal offences during the four years following the date of the BSI NPA. This could lead to further prosecutions of BSI in relation to the matters which were the subject matter of the BSI NPA, including those contained in the statement of facts with respect to which BSI acknowledged culpability. BSI cannot exclude the possibility that other legal or regulatory proceedings such as for example, the 1MDB Matter and or the FIFA Matter (both as described elsewhere in this Information Memorandum; collectively the “ BSI Matters ”) , either individually or collectively, or future proceedings of which BSI is currently unaware, will cause the Tax Division of the DoJ to conclude that such U.S. federal offences have been committed, resulting in the termination or, at minimum, re-negotiation of the BSI NPA. Such a ﬁnding may have a material adverse effect on BSI’s business, results of operations, ﬁnancial condition and reputation.

BSI and its afﬁliates’ internal controls and procedures relating to AML, KYC, and compliance and

corporate governance have been found to be deﬁcient on numerous occasions in recent years, which could harm EFGI Group’s reputation and result in a material adverse effect on its business, ﬁnancial condition and results of operations

On various occasions, numerous deﬁciencies in BSI’s internal controls and procedures relating to AML, KYC and compliance and its corporate governance as a result of, inter alia , the BSI Matters have been identiﬁed. As a result, BSI has been implementing a number of organisational changes to remedy these issues and overhaul its compliance framework. The costs associated with such matters have had a material adverse impact on BSI’s results of operations in recent years and it is expected that EFGI Group will continue to incur substantial remedial costs in relation to these matters in the future.

These weaknesses create risks for BSI and the EFGI Group. There is a risk that additional failures in such controls and procedures will be discovered of which the EFGI Group is not aware at present. There is also a risk that a regulatory authority in one or more jurisdictions will find that there existed in the past, as a result of the BSI Matters (taken individually or collectively) or otherwise, a systemic weakness in the controls and procedures of BSI and its affiliates in violation of applicable laws. This could lead to substantial fines and penalties or other sanctions, and materially increase the risk that BSI may be subject to substantial fines and penalties in relation to existing matters such as the BSI Matters. In addition, there is a risk that further legal and/or regulatory proceedings in respect of matters other than the BSI Matters will arise in the future as a result of such weaknesses, whether the subject of sanctions by a regulatory authority or not, and that EFGI Group will face increased regulatory scrutiny as a result of past deficiencies that would materially increase its cost of regulatory compliance.

The EFGI Group has incurred, and will continue to incur signiﬁcant transaction, Acquisition and Integration-related costs.

The EFGI Group has, and will, incur a number of non-recurring costs associated with the integration of BSI following the Acquisition. The substantial majority of the non-recurring expenses resulting from the Acquisition will be transaction costs related to the Acquisition and restructuring and integration costs. However, the transaction, restructuring and integration costs that the EFGI Group incurs in connection with the transfer of BSI business onto EFGI Group platforms may be greater than the EFGI Group has anticipated or occur over a longer period than expected.

Major components of these costs include, among other things, information technology costs relating to the parallel running of two platforms during the integration as well as platform enhancements, infrastructure and migration costs; retention costs required to incentivise and retain CROs and other key personnel; and costs relating to the hiring of temporary staff. However, while the EFGI Group believes that its platforms are scalable, the EFGI Group may for example incur unforeseen additional costs relating to information technology. The EFGI Group continues to assess the magnitude of these costs and additional unanticipated costs may be incurred in the integration of BSI, including unanticipated liabilities. While the EFGI Group expect that the elimination of duplicative costs, as well as the realisation of other efﬁciencies or synergies related to the integration of the businesses, should allow the EFGI Group to offset incremental transaction, Acquisition and Integration related costs over time, this net beneﬁt may not be achieved in the near term, or at all.

The Subordinated Guarantee will be structurally subordinated to the liabilities of EFGI Group companies and contractually subordinated to other unsubordinated obligations of EFGI

Other than EFGI, no EFGI Group company will guarantee the Notes. Generally, claims of creditors of a non-guarantor subsidiary, including trade creditors and preference shareholders (if any), will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of its parent entity, including claims by Noteholders under the Subordinated Guarantee. In the event of any foreclosure, dissolution, winding-up, liquidation, reorganisation, administration or other bankruptcy or insolvency proceeding of any of the non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to its parent entity. As such, the Subordinated Guarantee will be structurally subordinated to the creditors of the non-guarantor

subsidiaries and contractually subordinated to other unsubordinated obligations of EFGI.

EFGI is a holding company, which has no direct operations other than the holding of investments in other EFGI Group companies.

EFGI is a holding company, which has no direct operations other than the holding of investments in other EFGI Group companies and the management of these investments. Apart from EFGI’s own capital resources, the only source of funds for payments under the Subordinated Guarantee, will, therefore, be dividends and other payments received from its subsidiaries in the form of dividends, interest, loan repayments, swap payments or repayments of capital. The ability of each subsidiary to pay dividends or make such other payments is determined individually and in accordance with applicable law, including capital requirements to which such subsidiary is subject and any other relevant contractual restrictions.

Factors which are material for the purpose of assessing the risks associated with the Notes

The Notes may not be a suitable investment for all investors.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or any applicable supplement;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor's currency;

• understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and

• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment in and its ability to bear the applicable risks of the Notes.

The Notes are complex financial instruments. Sophisticated institutional investors generally do not invest in complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Notes unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

The Notes will be subject to optional redemption by the Issuer on the Reset Date, upon the occurrence of a Capital Event and upon the occurrence of a Tax Event.

Unless previously redeemed, or purchased and cancelled, or written-off, the Issuer will redeem the Notes on the Maturity Date at their principal amount together with any accrued and unpaid interest to such date. However, the Notes may be redeemed, at the option of the Issuer, subject to it having received the consent of the FINMA, in whole but not in part, on the Reset Date, at their principal amount together with any accrued and unpaid interest up to (but excluding) the redemption date.

FINMA's consent for an early redemption of the Notes will be subject to (i) the availability of sufficient regulatory capital following such early redemption, or (ii) the issuance of regulatory capital of the same or higher quality than the Notes to replace the Notes.

In addition, upon the occurrence of a Capital Event or a Tax Event as described under " Terms and Conditions of the Notes–Redemption, Purchases, Substitution, Cancellation and Variation ", the Issuer shall have the option, subject to it having received the consent of the FINMA (if then required), to redeem, in whole but not in part, the Notes at their principal amount, together with any accrued and unpaid interest up to (but excluding) the redemption date.

A Capital Event is deemed to have occurred if the Notes are not, or cease to be, eligible to be treated as Tier 2 Instruments in their entirety.

As further described in the Conditions, a Tax Event is deemed to have occurred if in making any payments on the Notes, the Issuer (or the Guarantor, in respect of payments under the Subordinated

Guarantee) has paid or will or would be required to pay any additional amounts or tax in respect of the Notes being in issue, in each case under the laws or regulations of a Tax Jurisdiction (as defined in the Conditions), or any political subdivision or authority therein or thereof having the power to tax, and the Issuer (or the Guarantor, as the case may be) cannot avoid the foregoing by taking measures reasonably available to it.

During the period when the Issuer may elect to redeem the Notes, the market value of the Notes generally should not be expected to rise substantially above the price at which they can be redeemed. This may also be true prior to the Reset Date and Maturity Date.

Upon an early redemption, investors may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

No public market may exist for the Notes and there are uncertainties regarding the existence of any trading market for the Notes.

Although the Notes are expected to be provisionally admitted to trading on SIX from 5 April 2017 and application will be made for the Notes to be listed in compliance with the Standard for Bonds on SIX, there can be no guarantee that such applications will be accepted or that an active trading market in the Notes will develop. Accordingly, there can be no assurance as to the development or liquidity of any trading market for the Notes. Illiquidity may have a severely adverse effect on the market value of the Notes.

If the Notes are traded after their initial issuance, they may trade at a discount to their issue price, depending upon prevailing interest rates, the market for similar securities, general economic conditions, fluctuations in the Guarantor's capital ratios and credit rating, and investors' general perception of the credit risk of the Guarantor. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield as anticipated or comparable to similar investments that have a developed secondary market.

The market value of the Notes may be influenced by unpredictable factors.

Many factors, most of which are beyond the Issuer's or the Guarantor's control, will influence the value of the Notes and the price, if any, at which market participants may be willing to purchase or sell the Notes in the secondary market, including:

• the creditworthiness of the Issuer and the Guarantor and, in particular, the level of the Guaran- tor's capital ratios, credit ratings or perceived viability from time to time;

• proximity of a Viability Event (leading to a Write Down) or the perception of the market as to an imminent Viability Event;

• legislative or regulatory changes as a result of which the Notes cease to be qualified as Tier 2 Instruments (as defined in the Conditions), or uncertainty relating to future legislative or regulatory changes, which may, among other things, affect the ability of investors to accurately value the Notes and materially adversely affect the secondary market price of the Notes;

• supply and demand for the Notes; and

• economic, financial, political or regulatory events or judicial decisions that affect the Issuer and the Guarantor or the financial markets generally.

Accordingly, if a Holder sells its Notes in the secondary market, it may not be able to obtain a price equal to the principal amount of the Notes or a price equal to the price that it paid for the Notes.

In certain instances the Issuer could substitute or vary the terms of the Notes.

Following a Capital Event or a Tax Event, in addition to its option to redeem the Notes, the Issuer has the option without the need for any Noteholder’s consent, to substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) of the Notes so that they remain or, as appropriate, become, Compliant Notes (as defined in the Conditions), as described under " Terms and Conditions of the Notes–Redemption, Purchases, Substitution, Cancellation and Variation ". While the Issuer cannot make changes to the terms of the Notes that could be reasonably expected to be prejudicial to the rights of Holders, no assurance can be given as to whether any of these changes will negatively affect any particular Noteholder. In addition, the tax and stamp duty consequences of holding such substituted or varied notes could be different for some categories of Noteholders from the tax and stamp duty consequences for them of holding the Notes.

The Issuer's and the Guarantor's obligations in respect of the Notes are subordinated.

The Issuer's obligations under the Notes will be unsecured and subordinated. Subject as provided below, in the event of any insolvency proceedings (including liquidation, bankruptcy, désastre or other insolvency procedures of a similar nature) the rights and claims of the Holders against the Issuer in respect of or arising under the Notes shall, subject to any obligations which are mandatorily preferred by law and subject to a Write-Off pursuant to Condition 8, rank (a) junior to the claims of all holders of unsubordinated obligations of the Issuer, (b) at least pari passu with the claims of holders of all other subordinated obligations of the Issuer (other than obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes) and (c) senior to the claims of holders of all subordinated obligations of the Issuer in respect of Tier 1 Instruments and to the claims of holders of all classes of share capital of the Issuer, provided that, if at the relevant time a Substitution Date has not occurred but (i) a Bankruptcy Event or (ii) a Liquidation Event has occurred, any amount payable to Holders shall not exceed the amount per Note that would be paid as a liquidation distribution out of the assets of EFGI had the Notes and any other obligations ranking pari passu with the Notes been obligations of EFGI ranking pari passu with Guarantor Parity Obligations.

The Guarantor’s obligations under the Subordinated Guarantee will be unsecured and subordinated. The Subordinated Guarantee will provide that in the event of (i) a Bankruptcy Event, or (ii) a Liquidation Event and subject to any obligations which are mandatorily preferred by law and subject to a Write-Off pursuant to Condition 8, the claims of the Holders against the Guarantor in respect of or arising under the Subordinated Guarantee shall rank (i) junior to all claims of Guarantor Priority Creditors (as defined in the Conditions), (ii) at least pari passu with Guarantor Parity Obligations and (iii) senior to the rights and claims of all holders of Guarantor Junior Capital (as defined in the Conditions).

By virtue of such subordination, and in addition to the risks resulting from the occurrence of a Viability Event, (i) in relation to the Issuer but without prejudice to the rights of the Noteholders under the Subordinated Guarantee, the claims of holders of all unsubordinated obligations of the Issuer will first have to be satisfied in any winding-up or analogous proceedings of the Issuer before the Noteholders may expect to receive from the Issuer any recovery in respect of their claims and (ii) in relation to the Guarantor but without prejudice to the rights of the Noteholders against the Issuer, the claims of holders of all unsubordinated obligations of the Guarantor will first have to be satisfied in any winding- up or analogous proceedings of the Guarantor before the Noteholders may expect to receive from the Guarantor any recovery in respect of their Notes.

A Noteholder may therefore recover less than the holders of unsubordinated liabilities of the Issuer and the Guarantor. Furthermore, the Conditions do not limit the amount of the liabilities ranking senior to, or pari passu with, the Notes or the Subordinated Guarantee, as the case may be, which may be incurred or assumed by the Issuer and/or the Guarantor from time to time, whether before or after the Issue Date. Subject to applicable law, no Noteholder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer and/or the Guarantor in respect of, or arising under or in connection with, the Notes and each Noteholder shall, by virtue of his holding, be deemed to have waived all such rights of set-off, compensation or retention.

Although the Notes may pay a higher rate of interest than comparable notes which are not

subordinated, there is a real risk that an investor in the Notes will, by virtue of their subordination, lose all or some of his investment should the Issuer have its affairs declared en état de désastre , become insolvent or analogous insolvency proceedings occur in respect of it, and/or the Guarantor becomes insolvent or analogous insolvency proceedings occur in respect of it. For a discussion of the risk that the Noteholders' right to receive repayment of principal and interest will be written-off, see “– Noteholders' right to receive repayment of the principal amount of the Notes and right for interest not due and payable on a Write-Off Date will be written-off upon the occurrence of a Viability Event “.

Noteholders' right to receive repayment of the principal amount of the Notes and right for interest not due and payable on a Write-Off Date will be written-off upon the occurrence of a Via- bility Event.

All Notes will, following the occurrence of a Viability Event, forthwith be written-off and cancelled. A Write-Off shall not constitute an Event of Default under the Conditions. By subscribing for or otherwise acquiring the Notes, the Noteholders shall be deemed irrevocably to have waived their right to receive repayment of the principal amount of the Notes and all accrued and unpaid interest thereon that has not become due and payable prior to the relevant Write-Off Notice Date (as defined in the Conditions). Further to such Write-Off, the Noteholders will no longer have any rights against the Issuer and the Guarantor with respect to such amounts.

A Viability Event will occur where (a) FINMA has notified the Guarantor that it has determined that the write-off of the Notes, together with the conversion, write-down or write-off of holders' claims in respect of any other instruments that, pursuant to their terms or by operation of laws are capable of being converted into equity, written down or written off at that time, is, because customary measures to improve the Guarantor's capital adequacy are at the time inadequate or unfeasible, an essential requirement to prevent the Guarantor from becoming insolvent, bankrupt or unable to pay a material part of its debts as they fall due, or from ceasing to carry on its business; or (b) customary measures to improve the Guarantor’s capital adequacy being at the time inadequate or unfeasible, the Guarantor has received an irrevocable commitment of direct or indirect extraordinary support from the Public Sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving the Guarantor’s capital adequacy and without which, in the determination of FINMA, the Guarantor would have become insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business.

The circumstances triggering a Write-Off are unpredictable.

The occurrence of a Viability Event is inherently unpredictable and depends on a number of factors, many of which are outside of the Issuer's and the Guarantor's control.

The occurrence of a Viability Event is subject to, inter alia , a subjective determination by FINMA, the regulator of the Guarantor, or extraordinary direct or indirect support from the Public Sector (as defined in the Conditions). As a result, FINMA may require or may cause a Write-Off in circumstances that are beyond the control of the Issuer and the Guarantor and with which neither the Issuer nor the Guarantor agree.

Potential changes in Swiss withholding tax legislation could impact Noteholders.

On 4 November 2015, the Swiss Federal Council announced that it had mandated the Swiss Federal Finance Department to appoint a group of experts to prepare a proposal for a reform of the Swiss withholding tax system. The proposal is expected to, among other things, replace the current debtor- based regime applicable to interest payments with a paying agent-based regime for Swiss withholding tax. This paying agent-based regime is expected to be similar to the one contained in the draft legislation published by the Swiss Federal Council on 17 December 2014, which was subsequently withdrawn on 24 June 2015. If such a new paying agent-based regime were to be enacted and were to result in the deduction or withholding of Swiss withholding tax by a paying in Switzerland on any interest payments in respect of a Note, neither the respective Issuer, nor the Guarantor nor a paying agent nor any other person would pursuant to the Terms and Conditions of the Notes be obliged to pay additional amounts with respect to any Note as a result of the deduction or imposition of such withholding tax.

Noteholders' rights may be impacted by FINMA's decision to impose protective measures (Schutzmassnahmen) or that a Bankruptcy Event has occurred in respect of the Guarantor.

According to article 25 et seq. of the Swiss Banking Act, the FINMA has broad statutory powers to take measures in relation to the Guarantor if it (i) is overindebted, (ii) has serious liquidity problems or (iii) fails to fulfil the applicable capital-adequacy provisions after expiry of a deadline set by FINMA. If one of these pre-requisites is met, FINMA is authorised (a) to commence restructuring proceedings (Sanierungsverfahren) or (b) to commence liquidation (bankruptcy) proceedings (Bankenkonkurs) and/or (c) to impose protective measures (Schutzmassnahmen) even if, at that time, a Viability Event has not occurred.

The Swiss Banking Act grants significant discretion to FINMA in this context. In particular, protective measures that may be imposed by FINMA include a broad variety of measures such as a bank moratorium (Stundung) or a maturity postponement (Fälligkeitsaufschub) and may be ordered by FINMA either on a stand-alone basis or in connection with reorganisation or liquidation proceedings.

In a restructuring proceeding, the resolution plan may, among other things, provide for (i) the transfer of the property of the Guarantor or parts thereof with assets and debt as well as contracts to another entity, (ii) the conversion of the Guarantor's debt or other obligations into equity, and/or (iii) potentially haircuts on obligations owed by the Guarantor.

Risks related to the Notes generally.

Set out below is a brief description of certain risks relating to the Notes generally:

Modification

The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined voting majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions of the Notes provide that if a Capital Event or a Tax Event has occurred and is continuing (as defined in the Conditions), the Issuer may, subject to certain conditions as described under " Terms and Conditions of the Notes – Redemption, Purchases, Substitution, Cancellation and Variation ", without any requirement for the consent or approval of the Noteholders, either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become Compliant Notes.

The Conditions of the Notes also provide that the Issuer and the Guarantor may permit, without the consent of the Noteholders, certain modifications to the provisions of the Notes or any of the provisions of the Agreement (as defined below), in the circumstances described in the Conditions.

Limited Remedies

As more specifically described in “ Terms and Conditions of the Notes–Events of Default”, the Notes contain limited Events of Default, confined to non-payment of sums due on the Notes for specified periods, commencement of proceedings for the winding up, dissolution or liquidation of the Issuer, inter alia , the taking of certain proceedings under Swiss bankruptcy and insolvency laws in relation to the Guarantor or an order being made, or an effective resolution being passed for the winding-up with liquidation or other form of liquidation of the Guarantor.

Upon an Event of Default under the Notes or the Subordinated Guarantee, Noteholders have only limited enforcement remedies. In the case of the Issuer, these are limited, in the case of enforcing payment of sums due, to instituting proceedings for, and/or proving in, the winding-up, dissolution or liquidation of the Issuer and/or claim in the dissolution or liquidation of the Issuer for the relevant payment. In the case of the Guarantor, following an Event of Default for non payment of the relevant sums due payments shall be deemed due and payable payment obligations of the Guarantor.

Change of law

The Conditions of the Notes are based on Swiss law and enter into effect at the Issue Date. No assurance can be given as to the impact of any possible judicial decision or change to Swiss law or administrative practice in Switzerland after the date of this Information Memorandum.

Because the Global Certificate is held by or on behalf of the Clearing Systems, investors will have to rely on the Clearing Systems' procedures for transfer, payment and communication with the Issuer

The Notes will be represented by a global certificate except in certain limited circumstances described in "Form, Denomination and Transfer" below. Such global certificate will be deposited with a common depositary for Euroclear and/or Clearstream, Luxembourg and registered in the name of such depositary or its nominee, and beneficial interests in the global certificate will be held through the Clearing Systems and their respective direct or indirect participants, and such direct and indirect participants will record beneficial interests on their books. While the Notes are represented by the global certificate, the Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the common depositary for Euroclear and/or Clearstream, Luxembourg, for distribution to its account holders. A holder of a beneficial interest in a global certificate must rely on the procedures of the Clearing Systems to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the global certificate. Holders of beneficial interests in the global certificate may have to rely on the Clearing Systems to exercise their voting rights in any creditors meeting in relation to the Notes or to appoint appropriate proxies.

Upon the occurrence of a Viability Event, clearance and settlement of the Notes will be suspended

Following the receipt of a Viability Event Notice, all clearance and settlement of the Notes will be suspended. As a result, Noteholders will not be able to settle the transfer of any Notes from the Write- Off Date, and any sale or other transfer of the Notes that a Noteholder may have initiated prior to the commencement of the Write-Off Date that is scheduled to settle during the Write-Off Date will be rejected by the relevant clearing system and will not be settled within the relevant clearing systems.

Furthermore, the conveyance of notices and other communications by the relevant clearing system to their respective participants, by those participants to their respective indirect participants, and by the participants and indirect participants to beneficial owners of interests in the Global Certificate will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Subordinated Guarantee in USD. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the " Investor's Currency ") other than USD. These include the risk that exchange rates may significantly change (including changes due to devaluation of the USD or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to USD would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency- equivalent value of the principal payable on the Notes and (3) the Investor's Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Notes.

The interest rate on the Notes will reset on the Reset Date, which can be expected to affect the interest payment on an investment in the Notes and the market value of the Notes

The Notes will initially earn interest at the fixed rate of 5.000 per cent. per annum up to (but excluding) the Reset Date (unless previously redeemed or cancelled). From (and including) the Reset Date, however, the interest rate will be reset to a fixed rate which will equal the aggregate of the Margin and the Benchmark Rate. This reset rate could be less than 5.000 per cent. and could affect the market value of an investment in the Notes.

The Notes are not covered by any government compensation or insurance scheme and do not have the benefit of any government guarantee

An investment in the Notes will not be covered by any compensation or insurance scheme of any government agency of Guernsey, Switzerland or any other jurisdiction and the Notes and the Subordinated Guarantee do not have the benefit of any government guarantee. The Notes and the Subordinated Guarantee are the obligations of the Issuer and the Guarantor only and Noteholders must solely look to the Issuer and the Guarantor, respectively, for the performance of the Issuer’s and the Guarantor's obligations under the Notes and the Subordinated Guarantee. In the event of the winding up or insolvency (or similar proceedings) of the Issuer or the Guarantor, a Noteholder may lose all or some of its investment in the Notes.

Legal investment considerations may restrict certain investments.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

TERMS AND CONDITIONS OF THE NOTES

PART A

The terms and conditions (each a “ Condition ”, and together the “ Conditions ”, which expression shall, in the case of the Global Certificate, include the Direct Enforcement Rights Schedule set forth in Part B of these Conditions (the “ Direct Enforcement Rights Schedule ”)) of the 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 (the “Notes ”) in the aggregate principal amount of United States Dollar (“ USD ”) 400,000,000, to be issued by EFG International (Guernsey) Limited (the “Issuer ”) on or about 5 April 2017 (the “ Issue Date ”) are established pursuant to an Agency Agreement (the “ Agency Agreement ”) between the Issuer, EFG International AG, Bleicherweg 8, 8001 Zurich, Switzerland as guarantor with respect to the Notes (“ EFGI” or the “ Guarantor ”), Citibank, N.A., London Branch (the “ Principal Paying Agent ”, “Calculation Agent ” and “Registrar ”) and Credit Suisse AG (the “ Swiss Paying Agent ”). The payment of all amounts in respect of the Notes are guaranteed by the Guarantor under the terms of a subordinated guarantee dated on or before the Issue Date in favour of the Noteholders (as defined below) (the “ Subordinated Guarantee ”).

The Conditions govern the rights and obligations of the Issuer and of each Noteholder in relation to the Notes and are as follows.

1. FORM, DENOMINATION, AND TRANSFER

(a) Form and denomination (i) Global Certificate The Notes will be represented on issue by a global certificate deposited with a common depositary for, and registered in the name of a nominee for, Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, S.A. (“ Clearstream, Luxembourg ) (a “ Global Certificate ”) which shall represent the aggregate principal amount of the Notes outstanding from time to time.

So long as the Notes are represented by the Global Certificate, if an Event of Default has occurred, the Holder of the Global Certificate may from time to time elect for direct enforcement rights under the provisions of the Direct Enforcement Rights Schedule, as against the Issuer, to come into effect in respect of up to all of the Notes in favour of the persons shown in the records of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System as the holders of interests in the Notes represented by the Global Certificate. Such election shall be made by notice to the Principal Paying Agent by the Holder specifying the principal amount of the Notes represented by the Global Certificate in respect of which direct enforcement rights shall arise under the Direct Enforcement Rights Schedule (such notice, a “ Direct Rights Election Notice ”).

The Notes are issued in denominations of USD 200,000 and higher integral multiples of USD 1,000 in excess thereof.

(ii) Definitive Cerfificates

Definitive Notes in registered form (each, a “ Definitive Certificate ” and together, “ Definitive Certificates ”) shall only be printed, and the Global Certificate will be exchanged, in whole (in the case of (A) below) or in whole or, as appropriate, in part (in the case of (B) below), for Definitive Certificates, if:

(A) Euroclear, Clearstream, Luxembourg or such other clearing system through which the Global Certificate is cleared is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory

or otherwise) or announces an intention permanently to cease business or does in fact do so; or

(B) the Issuer provides its consent.

If the Global Certificate is to be exchanged for Definitive Certificates pursuant to this Condition 1(a)(ii), the Issuer shall procure the prompt delivery (free of charge) of Definitive Certificates, duly executed without coupons, to each person having an interest in the Global Certificate who has provided the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver Definitive Certificates representing its ownership of the Notes. Each such Definitive Certificate shall be registered in the name of the relevant person.

If the Notes are not represented by a Global Certificate, they shall be represented by registered certificates (“ Certificates ”) and, save as provided in Condition 1(c), each Certificate shall represent the entire holding of Notes by the same holder. References to Certificates herein shall, unless the context otherwise requires, be deemed to include a reference to a Global Certificate.

(b) Title

Title to the Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “ Register ”). In these Conditions, “ Noteholders ” or “ Holder ” means the person in whose name a Note is registered. The holder of any Notes will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be deemed to be and may be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on the Certificate representing it, or the theft or loss of such Certificate) and no person will be liable for so treating the holder.

Notwithstanding Condition 1(e), transfers of beneficial interests in Global Certificates will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Global Certificate will, subject to compliance with all applicable legal and regulatory restrictions, be exchangeable for Notes in definitive form or for a beneficial interest in another Global Certificate only in the denominations set out in Condition 1(a) above and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

A holding of Notes may, subject to Condition 1(f), be transferred in whole or in part upon the surrender (at the specified office of the Registrar) of the Certificate(s) representing such Notes to be transferred, together with the form of transfer endorsed on such Certificate(s) (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar may reasonably require. In the case of a transfer of part only of a holding of Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. In the case of a transfer of Notes to a person who is already a holder of Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. All transfers of Notes and entries on the Register will be made in accordance with the detailed regulations concerning transfers

of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.

(d) Delivery of New Certificates

Each new Certificate to be issued pursuant to Condition 1(c) shall be available for delivery within three business days of receipt of a duly completed form of transfer and surrender of the existing Certificate(s). Delivery of the new Certificate(s) shall be made at the specified office of the Registrar to whom delivery or surrender of such form of transfer or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the Registrar the costs of such other method of delivery and/ or such insurance as it may specify. In this Condition 1(d), “ business day ” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Registrar.

(e) Transfer or Exercise Free of Charge

Certificates, on transfer or exercise of an option, shall be issued and registered without charge by or on behalf of the Issuer or the Registrar, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar may require).

(f) Closed Periods

No Noteholder may require the transfer of a Note to be registered (i) during the period of 15 days ending on (and including) the due date for redemption of that Note, (ii) during the period of 15 days prior to (and including) any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7.4, (iii) after any such Note has been called for redemption, (iv) during the period from (and including) any Viability Event Notice to (and including) any Write-down Date; and (iv) during the period of seven days ending on (and including) any Scheduled Due Date.

2. STATUS AND SUBORDINATION OF THE NOTES

2.1 Status

The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. The rights and claims of the Holders are subordinated as described in Condition 2.2.

2.2 Subordination

(a) Subject as provided below, in the event of any insolvency proceedings (including liquidation, bankruptcy, désastre or other insolvency procedures of a similar nature) the rights and claims of the Holders against the Issuer in respect of or arising under the Notes shall, subject to any obligations which are mandatorily preferred by law and subject to a Write-Off pursuant to Condition 8, rank junior to the claims of all holders of unsubordinated obligations of the Issuer, at least pari passu with the claims of holders of all other subordinated obligations of the Issuer other than obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes and senior to the claims of holders of all subordinated obligations of the Issuer in respect of Tier 1 Instruments and to the claims of holders of all classes of share capital of the Issuer, provided that, if at the relevant time a Substitution Date has not occurred but (i) a

Bankruptcy Event or (ii) a Liquidation Event has occurred, any amount payable to Holders shall not exceed the amount per Note that would be paid as a liquidation distribution out of the assets of EFGI had the Notes and any other obligations ranking pari passu with the Notes been obligations of ranking pari passu with Guarantor Parity Obligations.

(b) On or after a Substitution Date, where EFGI is the new principal debtor under the Notes, in the event of (i) a Bankruptcy Event, or (ii) a Liquidation Event, the claims of the Holders against EFGI in respect of or arising under the Notes shall, subject to any obligations that are mandatorily preferred by law and subject to a Write-Off pursuant to Condition 8, rank (i) junior to all claims of Guarantor Priority Creditors, (ii) at least pari passu with Guarantor Parity Obligations and (iii) senior to the rights and claims of all holders of Guarantor Junior Capital.

(i) “Guarantor Junior Capital ” means (i) all securities or other obligations of the Guarantor in respect of Tier 1 Instruments, (ii) all classes of paid-in capital in relation to shares (and participation certificates, if any) of the Guarantor, and (iii) any other securities or obligations of the Guarantor that rank, or are expressed to rank, pari passu with Tier 1 Instruments or any class of paid-in capital in relation to shares (and participation certificates, if any) of the Guarantor;

(ii) “Guarantor Parity Obligations ” means (i) all obligations of the Guarantor in respect of Tier 2 Instruments and (ii) any other securities or obligations (including any guarantee, credit support agreement or similar undertaking) of the Guaran- tor that rank, or are expressed to rank, pari passu with the Notes or any Guar- antor Parity Obligation; and

(iii) “Guarantor Priority Creditors ” means creditors of the Guarantor whose claims are in respect of debt and other obligations (including those in respect of bonds, notes, debentures and guarantees) which are unsubordinated.

3. SUBORDINATED GUARANTEE; STATUS AND SUBORDINATION OF THE SUBORDINATED GUARANTEE

3.1 Subordinated Guarantee and Status

(a) The Guarantor has, in the Subordinated Guarantee, irrevocably and unconditionally guaranteed on a subordinated basis the due and punctual payment of all principal and interest and any other sums from time to time expressed to be payable by the Issuer in respect of the Notes and the performance by the Issuer of its other obligations under the Notes. The obligations of the Guarantor under the Subordinated Guarantee constitute direct, unconditional and unsecured obligations of the Guarantor, subordinated as described in Condition 3.2.

(b) Any amount paid by the Issuer in respect of the Notes will discharge the obligations of the Guarantor, pro tanto, pursuant to the Subordinated Guarantee in respect thereof and to that extent and vice versa.

3.2 Subordination

The Subordinated Guarantee provides that in the event of (i) a Bankruptcy Event, or (ii) a Liquidation Event, the rights and claims of the Holders against the Guarantor in respect of, or

arising under, the Subordinated Guarantee shall rank in the same manner as set out in Con- dition 2.2(b) (irrespective of no Substitution Date having occurred).

4. CLAIMS SUBJECT TO A WRITE-OFF

Any claim of any Holder in respect of or arising under the Notes or any claim under the Sub- ordinated Guarantee (including, without limitation, any claim in relation to any unsatisfied payment obligation of the Issuer subject to enforcement by any Holder pursuant to Condition 12 or in relation to the occurrence of any other Event of Default) shall be subject to any Write-Off pursuant to Condition 8, irrespective of whether the relevant Write-Off Notice has been given prior to or after the occurrence of an Event of Default or any other event.

5. SET-OFF

Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with, the Notes, and each Holder shall, by virtue of its holding of any Note, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Notes is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its liquidation, dissolution or winding-up, the liquidator of the Issuer) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Issuer (or the liquidator of the Issuer) and accordingly any such discharge shall be deemed not to have taken place.

6. INTEREST

6.1 Interest Rate and Interest Payment Dates

Unless redeemed, purchased and cancelled, substituted or varied in accordance with Condi- tion 7 or written off and cancelled in accordance with Condition 8, the Notes bear interest:

(a) from and including 5 April 2017 (the “ Issue Date ”) up to (but excluding) the Reset Date at the rate of 5.000 per cent. per annum (the “ Initial Coupon ”), payable semi- annually in arrear on 5 April and 5 October (each an “ Interest Payment Date ”); and

(b) from and including the Reset Date up to (but excluding) the Maturity Date at the Reset Interest Rate, payable semi-annually in arrear on each Interest Payment Date.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

6.2 Accrual of Interest

(a) Where a Note is to be redeemed pursuant to Condition 7.3, Condition 7.4, or Condi- tion 7.5, interest shall accrue up to (but excluding) the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the relevant interest rate pursuant to Condition 6.1 to (but excluding) the Due Date.

(b) In the case of a Write-Off in respect of the Notes pursuant to Condition 8, interest shall accrue on the principal amount of each Note up to (but excluding) the Write-Off Notice Date, and any interest shall cease to accrue on each Note with effect from the Write- Off Notice Date.

6.3 Calculation of Broken Interest

When an amount of interest is required to be calculated on any Note for any period of time (from and including the most recent Interest Payment Date (or, if none, the Issue Date) to but excluding the relevant payment date) of less than a complete Interest Period (the “Calcula- tion Period ”), the relevant day count fraction shall be determined on the basis of a 360-day year consisting of 12 month of 30 days each and, in case of an incomplete month, the number of days elapsed.

Interest in respect of any Note shall be calculated per Calculation Amount and shall be equal to the product of the Calculation Amount, the Initial Coupon or (as applicable) the Reset In- terest Rate and the day count fraction as described above for the relevant period.

6.4 Reset Interest Rate

(a) The rate of interest due in respect of the Notes from and including the Reset Date up to (but excluding) the Maturity Date (the “ Reset Interest Rate ”) shall be the aggregate of the Margin and the Benchmark Rate set on the Reset Interest Determination Date, all as determined by the Calculation Agent.

(b) As used herein:

(i) “Benchmark Rate ” means the mid-market U.S. dollar swap rate LIBOR basis having a 5-year maturity appearing on Bloomberg page "USISDA05" (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) at 11:00 a.m. (New York time) on the Reset Interest Determination Date, as determined by the Calculation Agent. If such swap rate does not appear on such page (or such other page or service), the Benchmark Rate shall instead be determined by the Calculation Agent on the basis of (i) quotations provided by the principal office of each of four major banks in the U.S. dollar swap rate market (which banks shall be selected by the Issuer (using all reasonable efforts) no less than 20 calendar days prior to the relevant Reset Interest Determination Date) (the "Reference Banks ") of the rates at which swaps in U.S. dollars are offered by it at approximately 11:00 a.m. (New York time) (or thereafter on such date, with the Principal Paying Agent acting on a best efforts basis) on the relevant Reset Interest Determination Date to participants in the U.S. dollar swap rate market for a 5-year period and (ii) the arithmetic mean expressed as a percentage and rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards) of such quotations. If the relevant Benchmark Rate is still not determined on the relevant Reset Interest Determination Date in accordance with the foregoing procedures, the relevant Benchmark Rate shall be the mid- market U.S. dollar swap rate LIBOR basis having a 5-year maturity that ap- peared on the most recent Bloomberg page "USISDA05" (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) that was last available prior to 11:00 a.m. (New York time) on each Reset Interest Determination Date, as determined by the Calculation Agent.

(ii) “Margin ” means 2.978 per cent. per annum.

6.5 Determination of Reset Interest Rate and Calculation of Interest Amounts

The Calculation Agent will, as soon as practicable after 11.00 hours (London time) on the Reset Interest Determination Date, determine the Reset Interest Rate and calculate the amount of interest payable per USD 1,000 in principal amount of each Note (the “ Calcula- tion Amount ”) on each Interest Payment Date falling in the period from (but excluding) the Reset Date to (and including) the Maturity Date (the “ Interest Amount ”).

6.6 Publication of Reset Interest Rate and Interest Amounts

Unless the Notes are, on or before the Reset Date, to be redeemed or purchased and cancelled in accordance with Condition 7 or to be written off pursuant to Condition 8, the Issuer (failing which the Guarantor) shall cause notice of the Reset Interest Rate and the related In- terest Amount to be given by the Calculation Agent to the Paying Agents, any stock exchange on which the Notes are for the time being listed or admitted to trading and, in accordance with Condition 13, the Noteholders, in each case as soon as practicable after its determination but in any event not later than the fourth Business Day thereafter.

6.7 Calculation Agent

(a) The name of the initial Calculation Agent and its office as at the date hereof is set out at the end of these Conditions.

(b) The Issuer may, upon notice to that effect having been given to the Noteholders in accordance with Condition 13, from time to time replace the Calculation Agent with another independent financial institution in its place.

(c) If the Calculation Agent is unable or unwilling to continue to act as the Calculation Agent or fails to determine the Reset Interest Rate or calculate the related Interest Amount or Calculation Amount or effect the required publication thereof (in each case as required pursuant to these Conditions), the Issuer shall forthwith appoint another independent financial institution to act as such in its place. The Calculation Agent may not resign its duties or be removed without a successor having been appointed as aforesaid.

6.8 Determination of Calculation Agent Binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purpose of this Condition 6 by the Calculation Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Is- suer, the Guarantor, the Calculation Agent, the Paying Agents and all Noteholders and (in the absence of wilful default, bad faith or manifest error) no liability to the Noteholders, the Issuer or the Guarantor shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

7. REDEMPTION, PURCHASES, SUBSTITUTION, CANCELLATION AND VARIATION

7.1 Redemption at Maturity

Unless previously redeemed, or purchased and cancelled, or substituted or varied as provided below or written-off and cancelled pursuant to Condition 8, the Issuer shall redeem on the Maturity Date the Notes at their principal amount, together with accrued and unpaid interest thereon to (but excluding) the Maturity Date, if any.

7.2 Conditions to Redemption, Purchases, Cancellation and Substitution or Variation

(a) Any redemption, purchase, cancellation, substitution or variation of the Notes in accordance with Condition 7.3, 7.4, 7.5, 7.6, 7.7 or 7.8 is subject to the Issuer and the Guarantor having received consent of the FINMA (if then required) and no Viability Event having occurred prior to the date set for redemption, purchases, substitution or variation.

(b) Prior to the publication of any notice of redemption pursuant to Condition 7.3, Condi- tion 7.4 or Condition 7.5, or notice of substitution or variation pursuant to Condition 7.8, the Issuer shall deliver to the Principal Paying Agent a certificate signed by two Directors of the Issuer or, as the case may be, the Guarantor stating that the relevant requirement or circumstance giving rise to the right to redeem, substitute or, as the case may be, vary is satisfied and the reasons therefor and such certificate shall be conclusive and binding on the Holders. Prior to the publication of any notice of redemption pursuant to Condition 7.3, the Issuer shall deliver an opinion of independent legal advisers of recognised standing to the Principal Paying Agent to the effect that circumstances entitling the Issuer to exercise its rights of redemption under Condition 7.3 have arisen.

7.3 Redemption for Taxation Reasons

Upon the occurrence of a Tax Event, the Issuer may, at its option, subject to Condition 7.2 and having given:

(a) not less than 30 nor more than 60 Business Days’ notice to the Noteholders in accordance with Condition 13; and

(b) notice to the Principal Paying Agent not less than 15 Business Days before the giving of the notice referred to in Condition 7.3(a);

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the Notes on the date specified in such notice at their principal amount together with any accrued but unpaid interest to (but excluding) the relevant date of redemption.

7.4 Redemption at the Option of the Issuer

The Issuer may, at its option, subject to Condition 7.2 and having given:

(a) not less than 30 nor more than 60 Business Days’ notice to the Noteholders in accordance with Condition 13; and

(b) notice to the Principal Paying Agent not less than 15 Business Days before the giving of the notice referred to in Condition 7.4(a);

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the Notes on the Reset Date at their principal amount together with any accrued but unpaid interest to (but excluding) the relevant date of redemption.

7.5 Redemption further to a Capital Event

Upon the occurrence of a Capital Event, the Issuer may, at its option, subject to Condition 7.2, and having given:

(a) not less than 30 nor more than 60 Business Days’ notice to the Noteholders in accordance with Condition 13; and

(b) notice to the Principal Paying Agent not less than 15 Business Days before the giving of the notice referred to in Condition 7.5(a);

7.6 Purchases

Subject to Condition 7.2, the Issuer, the Guarantor or any Subsidiary may at any time purchase Notes in any manner and at any price, subject to any prevailing limits or conditions under Applicable Banking and Capital Adequacy Laws.

7.7 Cancellation

(a) All Notes redeemed by the Issuer pursuant to this Condition 7 shall forthwith be cancelled. All Notes purchased by or on behalf of the Issuer or the Guarantor or any Sub- sidiary of the Guarantor may be held, reissued, resold or, at the option of the Guaran- tor or the Issuer or any Subsidiary, surrendered for cancellation to the Principal Paying Agent.

(b) Any Note surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantor in respect of any such Notes shall be discharged upon such cancellation of such Notes.

7.8 Substitution or Variation upon a Capital Event or a Tax Event

(a) If a Capital Event or a Tax Event has occurred and is continuing, then the Issuer may subject to Condition 7.2 and having given:

(i) not less than 30 nor more than 60 Business Days’ notice to the Noteholders in accordance with Condition 13; and

(ii) notice to the Principal Paying Agent not less than 15 Business Days before the giving of the notice referred to in Condition 7.8(a)(i);

(which notice shall be irrevocable and shall specify the date fixed for redemption) (and provided that no Capital Event or Tax Event continues to exist or arises after such substitution or variation), without any requirement for the consent or approval of the Noteholders, either substitute all, but not some only, of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become, Compliant Notes.

(b) In connection with any substitution or variation in accordance with this Condition 7.8, the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

7.9 Notices Final

(a) Upon the expiry of any notice as is referred to in Condition 7.3, 7.4 or 7.5 the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such Condition.

(b) Upon the expiry of a notice as is referred to in Condition 7.8, the Issuer shall either vary the terms of, or substitute, the Notes in accordance with Condition 7.8, as the case may be.

8. WRITE-OFF UPON A VIABILITY EVENT

(a) If a Viability Event has occurred, the claims of the Holders against the Issuer to receive repayment of the principal amount and interest (if any) shall be permanently reduced to zero with effect as of the relevant Write-Off Date. The Holders shall no Ionger have any rights whatsoever against the Issuer with respect to the Notes (such reduction, a contingent " Write-Off ") ( bedingte Aufhebung einer Forderung durch Übereinkunft ) and the Notes shall be cancelled. A Viability Event shall not constitute an Event of Default by the Issuer or EFGI for any purpose.

(b) A “ Viability Event ” means that either:

(i) FINMA has notified the Guarantor that it has determined that the write-off of the Notes, together with the conversion, write-down or write-off of holders' claims in respect of any other instruments that, pursuant to their terms or by operation of laws are capable of being converted into equity, written down or written off at that time, is, because customary measures to improve the Guarantor's capital adequacy are at the time inadequate or unfeasible, an essential requirement to prevent the Guarantor from becoming insolvent, bankrupt or unable to pay a material part of its debts as they fall due, or from ceasing to carry on its business; or

(ii) customary measures to improve the Guarantor’s capital adequacy being at the time inadequate or unfeasible, the Guarantor has received an irrevocable commitment of direct or indirect extraordinary support from the Public Sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving the Guarantor’s capital adequacy and without which, in the determination of FINMA, the Guarantor would have become insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business.

(c) No later than three (3) Business Days after the occurrence of a Viability Event, the Is- suer shall deliver to the Principal Paying Agent a notice signed by two authorised signatories, stating that a Viability Event has occurred and designating the Write-Off Date (the " Viability Event Notice ", the date on which such notice is given, the " Viability Event Notice Date "), provided, however, that the Write-Off Date shall be no later than ten (10) Business Days after the Viability Event Notice Date.

(d) In the event of the implementation of any new, or amendment to or change in the interpretation of any existing, laws or components of National Regulations, in each case occurring after the Issue Date, that alone or together with any other law(s) or regulation(s) has, the effect that a Viability Event could cease to apply to the Notes without giving rise to a Capital Event, then the Issuer shall give notice to the Holders no later than five (5) Business Days after such determination stating that such provisions shall

cease to apply from the date of such notice, and from the date of such notice, such provisions shall cease to apply to the Notes.

9. PAYMENTS

(a) All payments required to be made under the Notes shall be made available in good time in freely disposable USD, which will be placed at the free disposal of the Principal Paying Agent on behalf of the Noteholders. Upon receipt of the funds and under the same conditions as received, the Principal Paying Agent shall arrange for payment to the Noteholders.

(b) If the Scheduled Due Date for any payment under the Notes does not fall on a Busi- ness Day, the Issuer undertakes to effect payment for value on the Business Day immediately following such Scheduled Due Date, and the Noteholders shall not be entitled to any additional sum in relation to such payment.

(c) All payments required to be made under the Notes (including any Additional Amounts) shall be made to the Noteholders in USD without collection cost to the Noteholders, and, unless otherwise provided for by applicable law, without any restrictions and whatever the circumstances may be, irrespective of nationality, residence or domicile of the Noteholders and without requiring any affidavit or the fulfilment of any other formality; save in respect of taxation.

(d) The Issuer reserves the right to terminate the appointment of the Principal Paying Agent or any other Paying Agent and to appoint additional or other Paying Agents. Any such termination or appointment shall only take effect not more than 45 and not less than 30 days after the Issuer has notified the Noteholders of such termination or appointment pursuant to Condition 13; provided, however, that, in the case of insolvency of any Paying Agent, any termination of such Paying Agent and the appointment of any additional or other Paying Agent shall take immediate effect. Notwith- standing the foregoing, so long as any Note is outstanding, the Issuer shall at all times maintain (i) a Paying Agent that is recognised for such purposes by SIX Swiss Ex- change Ltd (“ SIX ”); (ii) a Principal Paying Agent; (iii) Registrar and (iv) Calculation Agent.

10. TAXATION

(a) All payments of principal and /or interest to Noteholders by or on behalf of the Issuer in respect of the Notes or, as the case may be, by or on behalf of the Guarantor under the Subordinated Guarantee shall be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or governmental charge of whatsoever nature (the “ Taxes ”) imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction or any political subdivision or any authority thereof having the power to impose, levy, collect, withhold or assess taxes, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts (the “ Additional Amounts ”) as will result (after such withholding or deduction) in receipt by the Note- holders of the sums which would have been receivable (in the absence of such withholding or deduction) from it (or, as the case may be, the Guarantor) in respect of their Notes; except that no such Additional Amounts shall be payable with respect to any Note on account of:

(i) any such Taxes imposed in respect of such Note by reason of the Holder having some connection with a Tax Jurisdiction other than the mere holding of such Note; or

(ii) any such taxes, duties, assessments or other governmental charges imposed on a payment in respect of such Note where such withholding or deduction is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of 17 December 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying agent-based system pursuant to which a person in Switzer- land other than the issuer is required to withhold tax on any interest payments; or

(iii) any withholding or deduction imposed on any payment by reason of FATCA; or

(iv) to the extent that such Taxes are imposed or levied as a result of the relevant Holder, or the beneficial owner, of such Note not complying with any certification or identification requirement that would have enabled it to avoid the imposition of such Taxes; or

(v) any such Taxes imposed in respect of such Note presented for payment (where presentment is required) more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Business Day; or

(vi) any combination of two or more items (i) to (v) above.

(b) As used herein:

(i) “Relevant Date ” in respect of any payment on any Note, means the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount required to be paid is made; and

(ii) “Tax Jurisdictions ” means

(1) the Bailiwick of Guernsey; and

(2) Switzerland.

11. STATUTE OF LIMITATIONS

In accordance with Swiss law, (i) claims for interest payments under the Notes shall become timebarred after a five-year period and (ii) claims for the repayment or redemption of Notes shall become time-barred after a ten-year period, in each case, commencing on the date on which such payments, repayment or redemption become due and payable.

12. EVENTS OF DEFAULT

12.1 Events of Default relating to the Issuer

(a) This Condition 12.1 shall apply for so long as the Issuer is EFG International (Guern- sey) Limited and shall be without prejudice to any additional rights of Holders under the Subordinated Guarantee.

(b) An event of default (“ Event of Default ”) shall occur in the following circumstances:

(i) default is made for a period of 10 days or more in the payment of any principal due or 30 days or more in the payment of any interest due in respect of the Notes or any of them; or

(ii) the Issuer has its affairs declared en état de désastre, or an order is made or a resolution is passed for the winding-up of the Issuer or insolvency proceedings (including liquidation, bankruptcy, désastre or other insolvency proceedings) have commenced in respect of the Issuer; or

(iii) the occurrence of a Bankruptcy Event with respect to the Guarantor; or

(iv) an order being made, or an effective resolution being passed, for the winding-up with liquidation or other form of liquidation of the Guarantor (a “ Liquidation Event ”) (other than a Liquidation Event that has been approved by an Extraor- dinary Resolution).

(c) Upon the occurrence of an Event of Default and subject to Condition 8, the Notes (or, in the case of Condition 12.1(b)(i), only in respect of the payments referred to in Con- dition 12.1(b)(i), shall be deemed due and payable by a Holder serving notice to the Issuer.

(d) If an Event of Default occurs, each Holder may, at its discretion, institute proceedings for the winding-up, dissolution or liquidation of the Issuer and /or prove in the winding- up, dissolution or liquidation of the Issuer and /or claim in the dissolution or liquidation of the Issuer for the relevant payment, but may, without prejudice to its rights under the Subordinated Guarantee, take no further or other action to enforce, prove or claim for any such payment.

(e) Without prejudice to Condition 12.1(b), any Holder may, at its discretion, and without notice institute such proceedings against the Issuer as it may think fit to enforce any term or condition binding on the Issuer under the Notes (other than any payment obligation of the Issuer under or arising from the Notes, including, without limitation, payment of any principal or interest in respect of the Notes or including any damages awarded for breach of any obligations). However, in no event shall the Issuer, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it pursuant to these Conditions. Nothing in this Condition 12.1(e) shall, however, prevent any Holder instituting proceedings for the winding-up, dissolution or liquidation of the Issuer, proving in any winding-up of the Issuer and/or claiming in any liquidation or dissolution of the Issuer in respect of any payment obligations of the Issuer or the Guarantor arising from or in respect of the Notes or the Subordinated Guarantee (including any damages awarded for breach of any obligations).

12.2 Events of Default relating to EFGI following a Substitution Date

(a) This Condition 12.2 shall apply following a Substitution Date.

(b) An event of default (“ Event of Default ”) shall occur in the following circumstances:

(i) EFGI fails to make any payment of principal in respect of the Notes for a period of 10 days or more after the date such payment is due, or EFGI fails to make any payment of interest in respect of the Notes for a period of 30 days or more after the date on which such payment is due; or

(ii) the occurrence of a Bankruptcy Event with respect to the Guarantor;

(iii) an order being made or an effective resolution being passed, for the winding-up with liquidation or other form of liquidation of the Guarantor (a “ Liquidation Event ”) (other than a Liquidation Event that has been approved by an Extraor- dinary Resolution).

(c) Upon the occurrence of an Event of Default and subject to Condition 8, the payment obligations on the Notes (in the case of Condition 12.1(b)(i), only in respect of the payments referred to in Condition 12.1(b)(i)) shall be deemed due and payable (fäl- lige) payment obligations of the Guarantor.

(d) In the event of an insolvency proceeding in Switzerland, Noteholders will have a claim on a subordinated basis as described in Condition 2 for an amount equal to the principal amount of such Notes together with any accrued but unpaid interest thereon and EFGI shall not (i) after having received the writ of payment (Zahlungsbefehl), argue or plead that the payment obligations are not due and payable by EFGI and (ii) prior to the declaration of bankruptcy (or similar proceeding under Swiss insolvency laws), make any payment to the Noteholders.

12.3 Extent of Holders’ Remedies

(a) No remedy against the Issuer or, following the Substitution Date (if any), EFGI, other than as referred to in this Condition 12, shall be available to the Holders for the recovery of amounts owing in respect of the Notes.

(b) Prior to the Substitution Date (if any), the only remedies against the Guarantor under the Subordinated Guarantee for non-payment of sums due are mutatis mutandis those described in Condition 12.2.

(c) For the avoidance of doubt, a Write-Off upon a Viability Event pursuant to Condition 8 shall not constitute an Event of Default pursuant to Condition 12.1(b) or 12.2(b).

13. NOTICES

All notices regarding the Notes shall be published by the Principal Paying Agent on behalf of and at the expense of the Issuer (i) on the internet site of SIX (where notices are currently published under the address http://www.six-swiss-exchange.com/news/official_notices/ search_en.html) or (ii) otherwise in accordance with the regulations of SIX. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.

14. LISTING

The Issuer will use its best endeavours to have the Notes listed on SIX and to maintain such listing during the whole life of the Notes.

15. MEETINGS OF NOTEHOLDERS, MODIFICATIONS AND SUBSTITUTION

15.1 Meetings of Noteholders

(a) The Issuer or the Guarantor may at any time convene a meeting of the Holders (a “Holders’ Meeting ”).

(b) Holders who represent at least ten (10) per cent. of the aggregate principal amount of the Notes then outstanding and who are entitled to participate and to vote in accordance with Condition 15.1(k) and Condition 15.1(n), may at any time require the Princi-

pal Paying Agent to convene a Holders’ Meeting and the Principal Paying Agent shall convene such a meeting as soon as commercially possible upon receipt of such request.

(c) Upon the request of Holders to convene a Holders’ Meeting as provided for in Condi- tion 15.1(b) the Principal Paying Agent shall appoint a person to act as holders’ representative (the “ Holders’ Representative ”) for the purpose of Condition 15.1. Notice of such appointment shall be given not later than twenty (20) days prior to proposed date of the Holders’ Meeting in accordance with Condition 13, at the expense of the Issuer or the Guarantor. Holders who represent at least ten (10) per cent. of the aggregate principal amount of Notes then outstanding and who are entitled to participate and to vote in accordance with Condition 15.1(k) and Condition 15.1(n), may, at any time, appoint another person as Holders’ Representative replacing the Holders’ Repre- sentative appointed by the Principal Paying Agent at their own expense.

(d) The reasonable costs for such Holders’ Meeting shall be borne by the Issuer and/or the Guarantor or if the Issuer and the Guarantor are prohibited by law to pay these costs, by the Holders convening such meeting (each of these Holders shall then bear such costs in proportion to its respective holding of Notes at the time of such Holders’ request to the Holders’ Representative to convene a Holders’ Meeting).

(e) A Holders’ Meeting may consider any matter affecting the interests of the Holders, including any modification of, or arrangement in respect of, the Conditions.

(f) Notice convening a Holders’ Meeting shall be given at least twenty (20) days prior to the proposed date thereof. Such notice shall be given by way of one announcement in accordance with Condition 13, at the expense of the Issuer or the Guarantor, as the case may be. It shall state generally the nature of the business to be transacted at such Holders’ Meeting. If an Extraordinary Resolution (as defined below) is being proposed, the wording of the proposed resolution or resolutions shall be indicated in the notice. The notice shall specify the day, hour and place of the Holders’ Meeting and also the formal requirements referred to in Condition 15.1(k). The Issuer (at its head office) and the Principal Paying Agent (at its specified office) will make a copy of such notice available for inspection by the Holders during normal business hours.

(g) All Holders’ Meetings shall be held in Zurich, Switzerland. A chairman of the meeting (the “ Chairman ”) shall be nominated by the Holders’ Representative in writing. If no person has been so nominated or if the nominated person shall not be present at the Holders’ Meeting within thirty (30) minutes after the time fixed for holding the Holders’ Meeting, the Holders present shall choose the Chairman instead.

(h) The Chairman shall lead and preside over the Holders’ Meeting. Among others, it shall be his duty to determine the presence of persons entitled to vote and to inquire if the necessary quorum (as set forth below) is present. He shall instruct the Holders as to the procedure of the Holders’ Meeting and the resolutions to be considered. He shall sign the minutes referred to in Condition 15.1(s) below.

(i) In the case of any equality of votes, the Chairman shall have a casting vote.

(j) A declaration by the Chairman that a resolution has been supported or supported by a particular majority in accordance with Condition 15.1(k) and Condition 15.1(n) or lost or not supported by a particular majority in accordance with Condition 15.1(k) and Condition 15.1(n) shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(k) So long as the Notes are represented by the Global Certificate deposited with a common depository for Euroclear and Clearstream, Luxembourg, although the Notehold- ers are the only persons entitled to participate in, and vote at, any meeting of the Noteholders, the Noteholder of the Global Certificate shall (i) obtain instructions from the relevant Indirect Holders in respect of any meeting of Noteholders, (ii) vote at such meeting of Noteholders in respect of each Note represented by the Global Certificate in accordance with the instructions received from the relevant Indirect Holder and (iii) abstain from representing any Note at a meeting of Noteholders for which it has not received an instruction from the relevant Indirect Holder. Only the Notes for which the Noteholder received an instruction by the relevant Indirect Holder to take part at a meeting of Noteholders shall be deemed to be present or represented at such meeting.

(l) The presence quorum necessary in order to vote on resolutions proposed at a Hold- ers’ Meeting shall be persons entitled under Condition 15.1(k) and Condition 15.1(n) holding or representing in the aggregate at least the following percentages of the aggregate principal amount of all Notes then outstanding: (i) Each Ordinary Resolution: twenty-five (25) per cent. (ii) Each Extraordinary Resolution: sixty-six (66) per cent. The terms Ordinary Resolution and Extraordinary Resolution are defined below.

(m) If within thirty (30) minutes after the time appointed for any Holders’ Meeting a sufficient quorum is not present, the Holders’ Meeting shall be dissolved.

(n) Holders’ voting rights shall be determined according to the principal amount of outstanding Notes held. Each Calculation Amount of Notes shall entitle its Holder to one vote. Any Note held by or on behalf of the Issuer, the Guarantor or any other natural person or legal entity,

(i) which directly or indirectly owns or controls more than fifty (50) per cent. of the equity share capital of the Issuer and/or the Guarantor, as the case may be, or

(ii) of which, in the case of a legal entity, more than fifty (50) per cent. of the equity share capital is controlled by the Issuer and/or the Guarantor directly or indirectly, as the case may be, or

(iii) where the Issuer and/or the Guarantor is in a position to exercise, directly or indirectly, a control over the decisions or actions of such natural person or legal entity or representative thereof, irrespective of whether or not the latter is affili- ated to the Issuer and/or the Guarantor, shall not entitle its Holder to vote at a Holders’ Meeting.

(o) A resolution shall be validly passed if approved by at least the following percentages of votes cast at a duly convened Holders’ Meeting held in accordance with this Condi- tion 15:

(i) Each Ordinary Resolution: fifty-one (51) per cent.

(ii) Each Extraordinary Resolution: sixty-six (66) per cent. Every proposal submitted to a Holders’ Meeting shall be decided upon a poll.

(p) Any resolution which is not an Extraordinary Resolution in accordance with Condition 15.1(q) shall be deemed to be an Ordinary Resolution.

(q) An Extraordinary Resolution shall be necessary to decide on the following matters at a Holders’ Meeting:

(i) to postpone the maturity beyond the stated maturity of the principal of any Note, or

(ii) to reduce the amount of principal payable on any Note, or

(iii) to change the date of interest payment on any Note, or

(iv) to change the rate of interest, or the method of computation of interest, on any Note, or

(v) to change any provision for payment contained in the Conditions or the place or the currency of repayment of the principal of any Note or interest on any Note, or

(vi) to amend or modify or waive the whole or any parts of Conditions 2, 6 or 11 above or Condition 15.1(k), 15.1(l), 15.1(n), 15.1(o) or 15.1(r), or

(vii) to create unequal treatment between Holders of the same class, or

(viii) to change the choice of law and the jurisdiction clause contained in Condition 17, or

(ix) to amend or modify any of the provisions of the Subordinated Guarantee, or

(x) to take any other decision on a matter, where a reference to an “Extraordinary Resolution” is made in these Conditions. The above-mentioned list of issues for which an Extraordinary Resolution shall be necessary is exclusive.

(r) Any resolution approved at a Holders’ Meeting held in accordance with this Condition 15.1 shall be conclusive and binding on the Issuer, the Guarantor and on all present or future Holders, whether present or not at the Holders’ Meeting, regardless if such Holders have approved such resolution. The Holders shall not be entitled to any improvement of their position vis-à-vis the Issuer and/or the Guarantor pursuant to any resolution approved at a Holders’ Meeting without prior written approval of the Issuer and/or the Guarantor. Any resolution approved at a Holders’ Meeting, which increases any of the obligations of the Issuer and/or the Guarantor under the Conditions and/or the Subordinated Guarantee shall become effective only after written approval of the Issuer and/or the Guarantor, as the case may be.

(s) Minutes of all resolutions and proceedings at a Holders’ Meeting shall be made and signed by the Chairman pursuant to Condition 15.1(g).

(t) On or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply instead of the provisions above of this Condition 15.1.

15.2 Modifications

(a) Notwithstanding Condition 15.1, the Issuer and the Guarantor may

(i) without the consent or approval of the Noteholders make such amendments to these Conditions and the Subordinated Guarantee, as they consider necessary or desirable to give effect to the provisions of Condition 7.8 and Condition 15.3 (provided that this Condition 15.2(a)(i) shall be without prejudice to the requirements of Condition 7.8 and 15.3, as applicable) and such other changes that in

their opinion are of a formal, minor or technical nature or made to correct a manifest or proven error; and

(ii) without the consent or approval of the Noteholders, at any time prior to the Sub- stitution Date, make such amendments to these Conditions and the Subordinat- ed Guarantee that could not reasonably be expected to be prejudicial to the interests of the Noteholders.

(b) Any modification shall be binding on the Noteholders and shall be notified by the Issu- er to the Noteholders as soon as practicable thereafter in accordance with Condition 13.

15.3 Substitution

(a) The Issuer may at any time, without the consent of the Holders, substitute the Guaran- tor for itself as principal debtor under the Notes, provided that no payment in respect of the Notes, is at the relevant time overdue and such substitution does not give rise to a Tax Event or Capital Event.

(b) In order to give effect to such substitution, the Issuer shall give no more than 30 nor less than 10 days’ notice to Holders in accordance with Condition 13 of the date upon which such substitution is to become effective (the “ Substitution Date ”).

(c) With effect from the Substitution Date, EFGI will, without the need for the amendment of existing, or the entry into of additional, documentation be substituted as principal obligor under the Notes. From the Substitution Date, references herein to “the Issuer” shall be construed accordingly and references to “Guernsey” shall, unless the context otherwise requires, be construed as references to “Switzerland”.

(d) The Guarantor shall indemnify each Holder against any tax, duty, assessment or governmental charge that is imposed on it by (or any political subdivision or authority in or of) a Tax Jurisdiction with respect to any Note and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution.

(e) The Guarantor shall ensure that all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents and the entering into of any documentation required to effect the substitution) to ensure that the substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in full force and effect.

16. FURTHER ISSUES

(a) The Issuer may, from time to time, without the consent of the Holders, create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue, provided no such issue shall cause a Capital Event.

(b) References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes.

17. GOVERNING LAW AND SUBMISSION TO JURISDICTION

17.1 Governing Law

The Conditions and the Notes shall be governed by, and construed in accordance with the laws of Switzerland, except that prior to a Substitution Date, articles 1157 to 1186 of the Swiss Federal Code of Obligations shall not apply.

17.2 Jurisdiction

(a) Any dispute which might arise based on the Conditions, the Notes and the Global Cer- tificate shall fall within the exclusive jurisdiction of the courts of the city of Zurich, and if permitted, the Commercial Court of the Canton of Zurich, the place of jurisdiction being Zurich 1. The submission of the Issuer to the exclusive jurisdiction is made for the benefit of the Holders only.

(b) Holders are also at liberty to enforce their rights and to take legal action against the Issuer before the competent courts of Guernsey or any other competent court or authority, in which case Swiss law shall also be applicable with respect to the Conditions, the Notes and the Global Certificate.

17.3 Service of Process

EFG International (Guernsey) Limited as the Issuer designates the Guarantor as its representative for service of judicial documents pursuant to article 140 of the Swiss Rules of Civil Procedure (Schweizerische Zivilprozessordnung ), and elects legal and special domicile pursuant to article 50 of the Swiss Act on Debt Enforcement and Bankruptcy at the offices of EFG International AG at Bleicherweg 8, CH-8001 Zurich, Switzerland.

18. DEFINITIONS

“Accrued Interest ” means, in the case of a Write-Off, any interest accrued but unpaid on the Notes;

“Additional Amounts ” has the meaning given to it in Condition 10(a);

“Agency Agreement ” means the Agency Agreement between the Issuer and the Guarantor, on the first part, and Citibank N.A., London Branch as Principal Paying Agent, Registrar and Calculation Agent and Credit Suisse AG as Swiss Paying Agent and the other agents named therein, on the second part, pursuant to which the Notes are established;

“Alternative Clearing System ” means any other clearing system other than Euroclear or Clearstream, Luxembourg;

“Applicable Banking and Capital Adequacy Laws ” means, at any time, (i) the Swiss national banking and capital adequacy laws, and (ii) the capital adequacy regulations promulgated by the FINMA and the interpretation thereof by any competent Swiss authority and, as applicable, (iii) any other applicable banking and capital adequacy laws and regulations, in the case of each of clauses (i), (ii) and (iii), directly applicable to the Guarantor and/or the EFGI Group at such time;

“Authorised Signatories ” means two Directors of EFGI;

“Bankruptcy Event ” means any of the following events with respect to the Guarantor:

(a) the adjudication of bankruptcy (Konkurseröffnung) pursuant to articles 171, 189 or 191 of the Swiss Federal Debt Enforcement and Bankruptcy Act of April 11, 1889, as amended from time to time (the “ DEBA ”);

(b) the granting of a provisional or definitive stay of execution (provisorische oder definitive Nachlassstundung) pursuant to article 293 et seq. of the DEBA;

(c) the ordering of restructuring proceedings (Sanierungsverfahren) pursuant to articles 28 to 32 of the Swiss Federal Act on Banks and Savings Institutions of November 8, 1934, as amended from time to time (the “ FBA ”); and /or

(d) the ordering of liquidation proceedings (Liquidation) pursuant to articles 33 to 37g of the FBA.

Provided, however, that none of the following shall constitute a Bankruptcy Event:

(a) mere debt collection proceedings (Betreibungsverfahren ) pursuant to article 38 et seq. of the DEBA;

(b) proceedings in connection with a freezing order (Arrestverfahren ) pursuant to article 271 et seq. of the DEBA; and/or

(d) any steps taken under or in connection with the proceedings or measures pursuant to (a), (b) and (c) above.

“Benchmark Rate ” has the meaning given to it in Condition 6.4(b)(i);

“Business Day ” means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, United King- dom, New York, United States, and Zurich, Switzerland and foreign exchange markets settle payments in USD;

“Calculation Agent ” means Citibank, N.A., London Branch, in its capacity as calculation agent for the Notes, and includes any successor to Citibank, N.A., London Branch, in its capacity as Calculation Agent appointed in accordance with the terms of the Agency Agree- ment;

“Calculation Amount ” has the meaning given to it in Condition 6.5;

“Calculation Period ” has the meaning given to it in Condition 6.3;

A “ Capital Event ” is deemed to have occurred if the Notes are not, or cease to be, eligible to be treated as Tier 2 Instruments in their entirety;

“Certificates ” has the meaning given to it in Condition 1(a);

“Chairman ” has the meaning given to it in Condition 15.1(g);

“CHF ” means Swiss franc being the lawful currency of Switzerland;

“Clearstream, Luxembourg ” has the meaning given to it in Condition 1(a);

“Compliant Notes ” means debt securities issued directly by the Guarantor or by a Subsidi- ary of the Guarantor and guaranteed by the Guarantor that:

(a) have economic terms not materially less favourable to a Noteholder thereof than the Conditions of the Notes (as reasonably determined by the Issuer, and provided that a certificate signed by two Directors of the Issuer or, as the case may be, the Guarantor to such effect has been delivered to the Principal Paying Agent prior to the issue of the relevant debt securities), provided that such debt securities (1) contain terms such that they remain or become, as the case may be, debt securities which are eligible to be treated as Tier 2 Capital; (2) include terms which provide for the same interest rates, maturity and principal from time to time applying to the Notes; (3) rank pari passu with the Subordinated Guarantee; and (4) preserve any existing rights under these Condi- tions to any accrued but unpaid interest which has not been satisfied; and

(b) where the Notes to be substituted or varied are listed immediately prior to their substitution or variation, are admitted to trading on (i) SIX or (ii) such other regulated market as selected by the Issuer; and

(c) where the Notes to be substituted or varied are rated by the Rating Agency immediately prior to their substitution or variation, either have been ascribed by the Rating Agency an equal or higher rating compared to the rating of the Notes, or are to receive such equal or higher rating (according to an announcement of the Rating Agency to ascribe and publish such equal or higher rating).

“Direct Enforcement Rights Schedule ” means the Direct Enforcement Rights Schedule set forth in Part B of these Conditions;

“Direct Rights Election Notice ” has the meaning given to it in Condition 1(a);

“Directors ” means the members of the board of directors of the Issuer;

“Due Date ” in respect of any payment on any Note, means the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount required to be paid is made;

“EUR ” means the single currency introduced at the start of the third stage of European Eco- nomic and Monetary Union pursuant to the Treaty of Rome establishing the European Community, as amended;

“Euroclear ” has the meaning given to it in Condition 1(a);

“Event of Default ” has prior to the Substitution Date the meaning given to it in Condition 12.1(b) and following the Substitution Date the meaning given to it in Condition 12.2(b);

“Extraordinary Resolution ” has the meaning specified in Condition 15.1(q);

“FINMA ” means the Swiss Financial Market Supervisory Authority or such other subsequent national regulatory body having the leading authority to supervise and regulate the Guaran- tor with respect to its consolidated capital adequacy at the relevant time;

“Fitch” means Fitch Ratings Ltd.;

“Global Certificate ” has the meaning given to it in Condition 1(a);

“Guarantor ” or “ EFGI” means EFG International AG;

“Guarantor Junior Capital ” has the meaning given to it in Condition 2.2(c)(i);

“Guarantor Parity Obligations ” has the meaning given to it in Condition 2.2(c)(ii);

“Guarantor Priority Creditors ” has the meaning given to it in Condition 2.2(c)(iii);

“EFGI Group ” means the Guarantor together with its consolidated Subsidiaries and any and all entities included in its capital adequacy reports prepared pursuant to the laws of Switzer- land and the regulations applicable on a Swiss bank to which it is subject at such time;

“Holder ” has the meaning given to it in Condition 1(b);

“Holders’ Meeting ” has the meaning given to it in Condition 15.1(a);

“Indirect Holder ” means, with respect to any Note represented by the Global Certificate, any person (other than the Noteholder) that owns a beneficial interest in such Note through a bank, broker or other financial institution that (a) participates in the book-entry system of Eu- roclear, Clearstream, Luxembourg and/or any Alternative Clearing System or (b) holds an interest in such Note through a participant in the book-entry system of Euroclear, Clearstream, Luxembourg and/or any Alternative Clearing System.

“Initial Coupon ” has the meaning given to it in Condition 6.1(a);

“Interest Amount ” has the meaning given to it in Condition 6.5;

“Interest Payment Date ” has the meaning given to it in Condition 6.1(a);

“Interest Period ” means the period beginning on and including the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date;

“Issue Date ” has the meaning given to it in Condition 6.1(a);

“Issuer ” means EFG International (Guernsey) Limited;

“Liquidation Event ” has the meaning given to it in Condition 12.1(b)(iv);

“Margin ” has the meaning given to it in Condition 6.4(b)(ii);

“Maturity Date ” means 5 April 2027;

“National Regulations ” means, as in effect from time to time, the prevailing national banking and capital adequacy laws and regulations in Switzerland, promulgated on a Federal and Cantonal level and by the Regulator, each of which implementing the Basel III Regulations into national law that are directly applicable to the EFGI Group (including, without limitation, the CAO (2013) and Circulars of the FINMA based thereon);

“Note ” has the meaning given to it in Condition 1(a);

“Notes ” means the USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027;

“Noteholders ” has the meaning given to it in Condition 1(b);

“Paying Agents ” means the Principal Paying Agent, the Swiss Paying Agent and any other paying agent appointed in accordance with the terms of the Agency Agreement;

“Principal Amount ” has the meaning given to it in Condition 1(a);

“Public Sector ” means the federal government or central bank in Switzerland;

“Rating Agency ” means Fitch Ratings Ltd.;

“Reference Banks ” has the meaning given in Condition 6.4(b)(i);

“Register ” has the meaning given to it in Condition 1(b);

“Registrar ” means Citibank, N.A., London Branch;

“Relevant Date ” has the meaning given to it in Condition 10(b)(i);

“Reset Date ” means 5 April 2022;

“Reset Interest Rate ” has the meaning given in Condition 6.4;

“Reset Interest Determination Date ” means the day falling two Business Days prior to the Reset Date;

“Scheduled Due Date ” means the date on which such payment first becomes due under these Conditions;

“SIX ” has the meaning given to it in Condition 9(d);

“Specified Denomination ” has the meaning given to it in Condition 1(a);

“Subordinated Guarantee ” means the subordinated guarantee issued by the Guarantor. See " The Subordinated Guarantee ";

“Subsidiary ” means, in relation to the Issuer or the Guarantor, any company (i) in which the Issuer or as the case may be, the Guarantor holds a majority of the voting rights or (ii) of which the Issuer or, as the case may be, the Guarantor is a member and has the right to appoint or remove a majority of the board of directors or (iii) of which the Issuer or as the case may be, the Guarantor is a member and controls a majority of the voting rights, and includes any company which is a Subsidiary of a Subsidiary of the Issuer or as the case may be, the Guarantor;

“Substitution Date ” has the meaning given to it in Condition 15.3(b);

“Swiss Paying Agent ” means Credit Suisse AG;

“Taxes ” has the meaning given to it in Condition 10(a);

A “ Tax Event ” is deemed to have occurred if in making any payments on the Notes, the Is- suer (or the Guarantor, in respect of payments under the Subordinated Guarantee) has paid or will or would on the next payment date be required to pay Additional Amounts or has paid, or will or would be required to pay, any additional tax in respect of the Notes being in issue, in each case under the laws or regulations of a Tax Jurisdiction, or any political subdivision or authority therein or thereof having the power to tax, including any treaty to which a Tax Ju- risdiction is a party, or any generally published application or interpretation of such laws, including a decision of any court or tribunal, or the generally published application or interpre-

tation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, and the Issuer (or the Guarantor, as the case may be) cannot avoid the foregoing by taking measures reasonably available to it;

“Tax Jurisdiction ” has the meaning given to it in Condition 10(b)(ii);

“Tier 1 Capital ” means any or all items treated as Common Equity Tier 1 Capital and Addi- tional Tier 1 Capital under Applicable Banking and Capital Adequacy Laws at the relevant time;

“Tier 1 Instruments ” means any and all shares, securities, bons de participation, participation securities or other obligations issued (a) by the Guarantor (whether or not acting through a branch) or (b) by a Subsidiary of the Guarantor and having the benefit of a guarantee, credit support agreement or similar undertaking of the Guarantor, each of which shares, securities or other obligations under (a) and (b) qualify, or are issued in respect of a security that qualifies, as Tier 1 Capital of the Guarantor and/or the EFGI Group (without regard to quantitative requirements to hold such capital) on a consolidated (Finanzgruppe ) or on an unconsolidated (Einzelinstitut ) basis;

“Tier 2 Capital ” means any or all items treated as tier 2 capital (Ergänzungskapital ) under Applicable Banking and Capital Adequacy Laws at the relevant time;

“Tier 2 Instruments ” means any and all securities or other obligations issued (a) by the Guarantor or (b) by a Subsidiary of the Guarantor and having the benefit of a guarantee, credit support agreement or similar undertaking of the Guarantor, each of which securities or other obligations under (a) and (b) qualify, or are issued in respect of a security that is eligible to qualify, as Tier 2 Capital of the Guarantor and /or EFGI Group (provided that a partial non-recognition as Tier 2 Capital in the five-year period ending on the Maturity Date shall not be taken into account for these purposes) on a consolidated (Finanzgruppe ) or on an unconsolidated (Einzelinstitut ) basis;

“USD ” means United States Dollar, being the lawful currency of the United States of Ameri- ca;

“Viability Event ” has the meaning given in Condition 8(a);

“Write-Off ” has the meaning given to it in Condition 8(a);

“Write-Off Date ” has the meaning given to it in Condition 8(c);

“Viability Event Notice ” has the meaning given to it in Condition 8(c); and

“Viability Event Notice Date ” has the meaning given to it in Condition 8(c).

References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such statutory modification or re-enactment.

Unless the context otherwise requires, references to (i) “ principal ” shall be deemed to include all other amounts in the nature of principal payable pursuant to these Conditions or any amendment or supplement to it, (ii) “ interest ” shall be deemed to include any Accrued Interest and in any such case shall be deemed to include any Additional Amounts that may be payable under Condition 10.

PART B

DIRECT ENFORCEMENT RIGHTS SCHEDULE

Capitalised terms used but not defined herein shall have the meaning assigned to such terms in Part A of the Terms and Conditions of the Notes of which this Schedule forms a part.

1. INTERPRETATION

In this Schedule, the following capitalised terms shall have the following meanings with respect to the Global Certificate:

“Clearing System Operator ” means the operator of each of Euroclear and Clearstream, Luxembourg and, if relevant, the Alternative Clearing System;

“Direct Rights ” means the rights referred to in paragraph 2 of this Schedule;

“Entry ” means any entry relating to the Global Certificate (or to the relevant part of it) or the Notes represented by it which is or has been made in the securities account of any account holder with a Clearing System Operator and “ Entries ” shall have a corresponding meaning;

“Principal Amount ” means, in respect of any Entry, the amount which would be due to the holder of the account in which such Entry is credited were the prevailing principal amount of the Global Certificate or the Notes represented by it in respect of which such Entry was made to be paid in full on such date as the Notes are to be redeemed in accordance with the Conditions;

“Relevant Account Holder ” means the holder of any account with a Clearing System Oper- ator which at the Relevant Time has credited to its securities account with such Clearing System Operator an Entry or Entries in respect of the Global Certificate (or the relevant part of it) or the Notes represented by it except for a Clearing System Operator in its capacity as an account holder of another Clearing System Operator; and

“Relevant Time ” means the time when Direct Rights take effect as contemplated by Condi- tion 1(b)(i) and paragraph 2 of this Schedule.

2. DIRECT RIGHTS

Upon delivery of a Direct Rights Election Notice to the Principal Paying Agent by a Holder of the Global Certificate in accordance with the terms of Condition 1(b)(i), such Holder shall be deemed to have agreed to assign and transfer, and shall thereby assign and transfer to the extent permitted by applicable law, to each Relevant Account Holder all of its rights, title and claims under the Global Certificate in an aggregate principal amount equal to the Principal Amount of the relevant Entry, including, without limitation, the right to receive all payments due at any time in respect of the Global Certificate, other than payments corresponding to any already made under the Global Certificate.

3. EVIDENCE

The records of each Clearing System Operator shall, in the absence of manifest error, be conclusive evidence of the identity of the Relevant Account Holders, the number of Entries credited to the securities account of each Relevant Account Holder with such Clearing Sys- tem Operator at the Relevant Time and the Principal Amount of an Entry. For the purposes of this paragraph a statement issued by a Clearing System Operator stating:

(a) the name of the Relevant Account Holder to or in respect of which it is issued;

(b) the number of Entries credited to the securities account of such Relevant Account Holder with such Clearing System Operator as at the opening of business on the first day on which the Clearing System Operator is open for business following the Rele- vant Time; and

shall be conclusive evidence of the records of such Clearing System Operator at the Rele- vant Time (but without prejudice to any other means of producing such records in evidence). In the event of a dispute, in the absence of manifest error, the determination of the Relevant Time by a Clearing System Operator shall be final and conclusive for all purposes in connection with the Relevant Account Holders with securities accounts with such Clearing System Operator.

Any Relevant Account Holder may, in any proceedings relating to the Global Certificate, protect and enforce its rights arising out of this Schedule in respect of any Entry to which it is entitled upon the basis of a statement by a Clearing System Operator as provided in this paragraph and a copy of the Global Certificate certified as being a true copy by a duly authorised officer of any Clearing System Operator or the Principal Paying Agent without the need for production in such proceedings or in any court of the actual records or the Global Certificate. Any such certification shall be binding, except in the case of manifest error or as may be ordered by any court of competent jurisdiction, upon the Issuer and all Relevant Ac- count Holders. This paragraph shall not limit any right of any Relevant Account Holder to the production of the originals of such records or documents in evidence.

4. TITLE TO ENTRIES

Any Relevant Account Holder may protect and enforce its rights arising out of the Global Certificate in respect of any Entry to which it is entitled in its own name without the necessity of using the name of or obtaining any authority from any predecessor in title. Any Relevant Account Holder is entitled to receive payment of the Principal Amount of its Entry and of all other sums referable to its Direct Rights to the exclusion of any other person and payment in full by the Issuer to such Relevant Account Holder shall discharge the Issuer from all obligations in respect of such Entry and such Direct Rights.

5. PRINCIPAL AMOUNT

The principal amount of Notes in respect of which Direct Rights have arisen under the Global Certificate is shown in the records of the relevant Clearing System Operator.

THE SUBORDINATED GUARANTEE

(in the meaning of Article 111 of the Swiss Federal Code of Obligations (“ CO ”), hereinafter called the “Subordinated Guarantee ”).

1. SUBORDINATED GUARANTEE

(a) Being informed that EFG International (Guernsey) Limited (the “ Issuer ”) issued and sold USD 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 (the “Notes ”), EFG International AG, Zurich, Switzerland (the “ Guarantor ”), hereby irrevocably and unconditionally guarantees to the holders of the Notes (the “ Noteholders ”) in accordance with Article 111 CO, irrespective of the validity of the Notes, or the validity of the Agency Agreement (the “ Agency Agreement ”) between the Issuer, the Guarantor, Citibank, N.A., London Branch (the “ Principal Paying Agent ”, “Calcula- tion Agent ” and “ Registrar ”) and Credit Suisse AG (the “ Swiss Paying Agent ”), and waiving all rights of objection and defence arising from the terms and conditions of the Notes (the “ Conditions ” and each a “ Condition ”) and/or the Agency Agreement, (i) the due and punctual payment of all principal, interest and any other sums from time to time expressed to be payable by the Issuer in respect of the Notes and (ii) the performance of any other action to be performed by the Issuer in accordance with the Conditions.

Accordingly, the Guarantor agrees to pay, deliver or perform within seven (7) days after the receipt by the Guarantor of any Holder’s first written demand and confirmation in writing (i) that an amount has become due and payable by the Issuer under the Notes which is equivalent to the amount claimed under this Subordinated Guarantee, and such amount remained unpaid, or (ii) that any other action was required to be performed by the Issuer in accordance with the Conditions but was not performed when due, any amount due and payable and /or any other action to be performed by the Is- suer in accordance with the Conditions.

(b) The Notes will, upon issue, constitute direct, unsecured and subordinated obligations of the Issuer and shall rank at all times pari passu , and without preference among themselves, as more particularly described under “Status and Subordination of the Notes” in the Conditions.

(c) This Subordinated Guarantee constitutes a direct, unconditional and unsecured obligation of the Guarantor, subordinated as described in Clause 1(d) below.

(d) In the event of (i) a Bankruptcy Event, or (ii) a Liquidation Event and subject to any obligations which are mandatorily preferred by law and subject to a Write-Off pursuant to Condition 8, the claims of the Holders against the Guarantor in respect of or arising under this Subordinated Guarantee shall rank (i) junior to all claims of Guarantor Prior- ity Creditors, (ii) at least pari passu with Guarantor Parity Obligations and (iii) senior to the rights and claims of all holders of Guarantor Junior Capital.

(e) If a Viability Event has occurred, all claims of the Holders against the Guarantor under this Subordinated Guarantee to receive repayment of the principal amount and interest (if any) shall be permanently reduced to zero. With effect as of the relevant Write- Off Date, the Holders shall no Ionger have any rights whatsoever against the Guaran- tor with respect to the Subordinated Guarantee (such reduction, a contingent Write- Off) ( bedingte Aufhebung einer Forderung durch Übereinkunft ) and the Subordinated Guarantee shall be cancelled. A Viability Event shall not constitute an event of default by the Guarantor for any purpose.

(f) Any claim of any Noteholder under this Subordinated Guarantee shall be subject to, and superseded by, any Write-Off, irrespective of whether the relevant Write-Off No- tice has been given prior to or after the occurrence of an Event of Default or any other event.

(g) All payments of principal and/or interest to Holders by or on behalf of the Guarantor under this Subordinated Guarantee shall be made without withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge of whatsoever nature (the “ Taxes ”) imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction (as defined in the Conditions) or any political subdivision or any authority thereof having the power to impose, levy, collect, withhold or assess taxes, unless such withholding or deduction is required by law. In that event, the Guarantor shall pay such additional amounts (the “ Additional Amounts ”) as will result (after such withholding or deduction) in receipt by the Holders of the sums which would have been receivable (in the absence of such withholding or deduction) from it (or, as the case may be, the Guarantor) in respect of their Notes; except that no such Additional Amounts shall be payable with respect to any Notes on account of:

(i) any such Taxes imposed in respect of such Note by reason of the Holder having some connection with a Tax Jurisdiction other than the mere holding of such Note; or

(iii) any withholding or deduction imposed on any payment by reason of FATCA; or

(vi) any combination of two or more items (i) to (v) above.

(h) Terms and expressions not otherwise defined in this Subordinated Guarantee shall have the same meaning as defined in the Conditions.

(i) Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Guarantor in respect of, or arising under or in connection with, this Subordinated Guarantee, and each Holder shall, by virtue of his holding of any Notes, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the preceding sen-

tence, if any of the amounts owing to any Holder by the Guarantor in respect of, or arising under or in connection with the Subordinated Guarantee is discharged by set- off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Guarantor (or, in the event of its liquidation, dissolution or winding-up, the liquidator of the Guarantor) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Issuer (or the liquidator of the Guarantor) and accordingly any such discharge shall be deemed not to have taken place.

(j) The currency of the Notes (the “ Contractual Currency ”) is the sole currency of account and payment for all sums payable by the Guarantor under or in connection with the Subordinated Guarantee, including damages. Any amount received or recovered in a currency other than the Contractual Currency (whether as a result of the enforcement of a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Guarantor or otherwise), in respect of any sum expressed to be due from the Guarantor will only discharge the Guarantor to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recover (or, if it is not practicable to make that purchase on that day, on the first date on which it is practicable to do so). If that Contractual Currency amount is less than the Contrac- tual Currency amount expressed to be due to the recipient under the Subordinated Guarantee, the Guarantor will indemnify the recipient against any loss sustained by it as a result and will indemnify it against the cost of making any such purchase. This indemnity constitutes a separate and independent obligation from the other obligations in the Subordinated Guarantee, will give rise to a separate and independent cause of action and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Subordinated Guar- antee or any judgment or order.

(k) This Subordinated Guarantee shall give rise to a separate and independent cause of action against the Guarantor, shall apply irrespective of any indulgence granted to the Issuer by any Holder from time to time, and shall continue in full force and effect notwithstanding any judgement or order against the Issuer and/or the Guarantor.

(l) Notwithstanding any reference herein to the Notes and the Agency Agreement, the Guarantor hereby acknowledges and agrees that this Subordinated Guarantee and the Guarantor’s obligations under this Subordinated Guarantee shall constitute separate, independent, primary and non-accessory guarantee obligations of the Guarantor within the meaning of Article 111 CO and not a mere surety within the meaning of Arti- cle 492 et seq. CO and will, in particular, not be affected or discharged by reason of any time or other indulgence granted by the Holders or the winding-up, insolvency or reorganisation of the Issuer. This Subordinated Guarantee and the Guarantor’s obligations under this Subordinated Guarantee shall in particular be independent from the legal validity and enforceability of the Holders’ claims under the Notes and the Guar- antor hereby waives all rights of objection and defence arising from the Notes and the Agency Agreement.

2. UNDERTAKINGS

For so long as the Notes are outstanding, the Guarantor undertakes that:

(a) unless the Guarantor is itself being wound up, or subject to protective measures by FINMA under Swiss banking regulations, it will not permit or take any action that would or might cause, the liquidation, dissolution or winding up of the Issuer; and

(b) the Issuer will at all time be a subsidiary of the Guarantor itself or a directly or indirectly wholly-owned subsidiary of the Guarantor; and

3. TRANSFER, AMENDMENTS AND NOTICES

(a) The Guarantor shall not assign or transfer its obligations hereunder without the prior approval of the Holders by an Extraordinary Resolution.

(b) Except for those changes which could not reasonably be expected to be prejudicial to the rights of Holders or changes made to correct a manifest error (in which case no approval of Holders will be required), this Subordinated Guarantee shall be changed only by agreement in writing signed by the Guarantor with the prior approval of the Holders by an Extraordinary Resolution.

(c) Any notice, request or other communication required or permitted to be given hereunder to the Guarantor shall be given in writing by delivering the same against receipt therefor or be addressed to the Guarantor, as follows, to:

EFG International AG Bleicherweg 8 CH-8001 Zurich Switzerland Attention: Corporate Office Facsimile: +41 44 226 1855

(d) The address of the Guarantor may be changed at any time and from time to time and shall be the most recent such address furnished in writing by the Guarantor to the Principal Paying Agent.

(e) Any notice, request or other communication required or permitted to be given hereunder to the Holders shall be given by the Guarantor in the same manner as notices sent on behalf of the Issuer to Noteholders.

(f) This Subordinated Guarantee is solely for the benefit of the Noteholders and is not separately transferable from their interests in respect of the Notes.

4. ENFORCEMENT IN CASE OF NONPAYMENT

(a) the only remedies against the Guarantor under the Subordinated Guarantee for non- payment of sums due are mutatis mutandis those described in Condition 12.2.

(b) A Holder may enforce this Subordinated Guarantee directly against the Guarantor and in the case of non-payment a Holder may initiate proceedings against the Guarantor in Switzerland (but not elsewhere) to enforce its rights under Swiss insolvency laws, which ultimately may result in the Guarantor’s bankruptcy.

5. THIS SUBORDINATED GUARANTEE IS GOVERNED BY SWISS LAW

Any dispute which might arise between the Holders, on the one hand, and the Guarantor, on the other hand, regarding the Subordinated Guarantee shall be settled in accordance with Swiss law and shall fall within the exclusive jurisdiction of the courts of the city of Zurich, and

if permitted, the Commercial Court of the Canton of Zurich, the place of jurisdiction being Zurich 1.

Zurich, 5 April 2017

EFG International AG (AS THE GUARANTOR)

______

By: By:

Title: Title:

FORM OF THE NOTES

The Notes will be issued in registered form and will be represented by a global certificate (the " Global Certificate "). The Global Certificate will be deposited on or around the issue date with a common depository for Euroclear and/or Clearstream, Luxembourg and registered in the name of such depository (or its nominee) and will be exchangeable in whole, but not in part, for individual certificates (" Individual Certificates ") if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business.

Whenever the Global Certificate is to be exchanged for Individual Certificates, such Individual Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate, by or on behalf of the Noteholder, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is required to complete and deliver such Individual Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Certificates are to be registered and the principal amount of each such person's holding) against the surrender of the Global Certificate at the specified office of the Registrar. Such exchange will be effected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shall be effected without charge to any Noteholder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.

In addition, the Global Certificates will contain provisions that modify the Terms and Conditions of the Notes as they apply to the Notes evidenced by the Global Certificate. The following is a summary of certain of those provisions:

Payments : All payments in respect of the Global Certificate which, according to the Conditions, require surrender or endorsement of a Certificate will be made against surrender of the Global Certificate (or in the case of part payment only, endorsement) to or to the order of any Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes.

Payments on business days : In the case of all payments made in respect of the Global Certificate "Payment Business Day " means any day on which banks are open for general business (including dealings in foreign currencies) in London, United Kingdom and Zurich, Switzerland and foreign exchange markets that settle payments in USD.

Payment Record Date : Each payment in respect of the Global Certificate will be made to the person shown as the Noteholder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the " Record Date ") where "Clearing System Business Day " means a day on which each clearing system for which the Global Certificate is being held is open for business.

Notices : Notwithstanding Condition 13 (Notices) , so long as the Notes are represented by the Global Certificate deposited with a depository or a common depository for Euroclear, Clearstream, Luxembourg or any other clearing system (an " Alternative Clearing System "), notices to Noteholders represented by such Global Certificate may be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System and, in any case, such notices shall be deemed to have been given to Noteholders in accordance with Condition 13 (Notices ) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or such Alternative Clearing System.

Clearing System Accountholders

Each Global Certificate will be in registered form. Consequently, references in the Terms and Conditions of the Notes to “ Noteholder ” or " Holder " are references to the person in whose name the Notes are being registered in the Register which, for so long as the Global Certificate is held by a

common depository for Euroclear and/or Clearstream, Luxembourg, will be that common depository or its nominee.

Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as being entitled to an interest in the Global Certificate (each an "Accountholder ") must look solely to Euroclear and/or Clearstream, Luxembourg and/or such other relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the Issuer to the Noteholder of the Global Certificate and in relation to all other rights arising under the Global Certificate. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Certificate will be determined by the respective rules and procedures of Euroclear and Clearstream, Luxembourg and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by the Global Certificate, Accountholders shall have no claim directly against the Issuer in respect of payments due under the Notes and such obligations of the Issuer will be discharged by payment to the Noteholder of the Global Certificate.

USE OF PROCEEDS

The Issuer will use the expected net proceeds from the issue of the Notes of approximately USD 398,000,000 for general corporate purposes in a way that does not constitute a use of proceeds in Switzerland for Swiss tax purposes.

SIMPLIFIED ORGANISATIONAL CHART OF THE EFGI GROUP

The Issuer is a fully owned subsidiary of the Guarantor. The Guarantor also fully owns EFG Bank AG, BSI Holding AG (with its main operating entity BSI SA). Further, EFGI fully owns EFG Private Bank Ltd and EFG International Finance (Guernsey) Ltd which are EFGI Group’s main issuer of structured products. The Guarantor's principal shareholders are EFG Bank European Financial Group SA, a Swiss-registered bank, which is wholly owned by European Financial Group EFG (Luxembourg) SA, whose ultimate beneficiaries are Latsis family interests, and BTGP-BSI Limited which is fully owned by Banco BTG Pactual S.A., a company listed on the BOVESPA Sao Paulo Stock Exchange in Brasil.

The below chart provides a summary of EFGI Group’s holding structure (all companies are 100% controlled, unless indicated otherwise):

A list of EFGI's subsidiary undertakings as at 31 December 2016 is set out in note 30 to the consolidated financial statements of EFGI the year ended 31 December 2016 incorporated by reference into this Information Memorandum.

INFORMATION ON THE ISSUER

Incorporation and Status

EFG International (Guernsey) Limited (the "Issuer ") is a Guernsey incorporated, non-cellular company limited by shares. The Issuer was incorporated on 28 September 2011 in Guernsey with registration number 54029 and shall continue in existence until it is removed from the Register of Companies in accordance with the Companies (Guernsey) Law 2008, as amended. The registered office of the Issuer is located at EFG House, St Julian's Avenue, St Peter Port, Guernsey, Channel Islands, GY1 4NN. The telephone number is +44 1481 709086.

The Issuer is a direct wholly owned subsidiary of the Guarantor. The Guarantor's shareholding structure is described in the section " Information on the Guarantor " below. All of the issued share capital in the Issuer is held by EFG Nominees Limited, an indirect wholly owned subsidiary of the Guarantor. EFG Nominees Limited holds the share capital of the Issuer as nominee of and trustee for the Guarantor on the terms of a declarations of trust dated 28 September 2011 and 21 March 2017.

Purpose

Article 4 of the Memorandum of Incorporation of the Issuer provides that the Issuer's objects are unrestricted. The Memorandum of Incorporation of the Issuer was not amended since incorporation.

Principal Activities

EFG International (Guernsey) Limited is a finance vehicle established by the Guarantor. Previously, the Issuer had issued EUR 67,604,000 8 per cent. resettable guaranteed subordinated notes due 2022 which were guaranteed on a subordinated basis by EFGI (ISIN: XS0732522023; Common Code 073252202). As announced by the Issuer on 22 November 2016, these notes were redeemed in full on 13 January 2017. As of the date of this Information Memorandum, the Issuer has no debt securities currently outstanding.

The Issuer has no subsidiaries or employees. Since its incorporation, the Issuer has not carried on any business or activities other than those incidental to its incorporation.

Directors

The Directors of the Issuer and their other principal activities are: Name Member Principal Activities outside the Issuer

David Gerard Gardner Director Managing Director of EFG Offshore, a wholly owned subsidiary of EFG International AG Julie Collins Director Executive Director of EFG Offshore, a wholly owned subsidiary of EFG International AG Constance Clark Director Executive Director of EFG Offshore, a wholly owned subsidiary of EFG International AG

The business address of the Directors is No.1 Seaton Place, St Helier, Jersey JE4 8YJ.

Capital, Shares and Capitalisation

The issued share capital of the Issuer is EUR 2,000 divided into 2,000 fully paid up ordinary share with an issue price of EUR 1.00. The share capital of the Issuer is an unlimited number of shares of no par value which may be issued as ordinary shares.

At the issuance of the EUR 67,604,000 8 per cent. resettable guaranteed subordinated notes, the Issuer was sufficiently funded by an initial capital injection, any subsequent shortfall was funded through capital contributions by the Guarantor. Prior to the date hereof, the Guarantor has injected additional capital of EUR 8,300,000 into the Issuer and intends to fund any subsequent shortfall by additional capital injection.

Conversion and Option Rights and Bonds

There are no outstanding conversion and option rights and bonds (other than the Notes) issued by the Issuer .

Dividends

The Issuer has not paid any dividends nor made any distributions as those terms are defined under Guernsey law since its incorporation.

Assets and Liabilities

On 13 January 2012 the Issuer issued EUR 67,604,000 resettable guaranteed subordinated notes due for repayment on 13 January 2022 and bearing interest of 8 per cent. per annum for the first 5 years until 13 January 2017. Since 13 January 2012, following an exchange offer to the holders of EFG fiduciary certificates, the Issuer held 135,219 preferred non-voting Class B shares issued by EFG Finance (Guernsey) Limited, entitling the Issuer to receive preference dividends, funded through the EUR 67,604,000 resettable guaranteed subordinated notes.

The interest payment under the EUR 67,604,000 resettable guaranteed subordinated notes was funded through preference dividends received from EFG Finance (Guernsey) Limited, with any shortfall, due to volatility in the interest rate environment, funded through capital contribution by EFG International AG, the guarantor of the instrument.

Furthermore, the Issuer entered into a loan facility with EFG Bank AG, Cayman Branch for the purpose of liquidity management. As of 31 December 2016 and 28 February 2017, this facility was drawn with an amount of EUR 8,772,235 and EUR 4,769,933 respectively.

Following the redemption of the EUR 67,604,000 resettable guaranteed subordinated notes on 13 January 2017, the Issuer does not have any substantial assets. Save for the drawn amount under the loan facility with EFG Bank AG, Cayman Branch, the Issuer does not have any outstanding debt securities, loan capital, borrowing or any contingent liabilities as of 28 February 2017.

Preparation and Auditing of Annual Financial Information

The Directors of the Issuer prepare annual financial statements and semi-annual unaudited financial statements in accordance with IFRS as issued by the International Accounting Standards Board. The annual financial statements are audited by the Issuer’s auditor in accordance with International Standards on Auditing.

The Issuer is not obliged under applicable law, and does not intend, to publish any financial statements other than to the Issuer's Directors in accordance with applicable law. The financial year of the Issuer ends on 31 December in each calendar year.

The auditors of the Issuer are PricewaterhouseCoopers CI LLP, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 4ND, Channel Islands.

Publication

Pursuant to the Issuer's articles of incorporation, the Issuer may use electronic means to give notice to its shareholders, provided that the shareholders have provided an email address for service and unless the relevant shareholder has notified the Issuer otherwise. Electronic means include notices sent by email and published on a website. Where notices are published on a website an email must be

sent to the shareholders informing them of the publication of the notice. The Issuer may also communicate with the shareholders by post. Any notices required to be filed pursuant to The Companies (Guernsey) Law 2008 (as amended) are filed by the Issuer at the Guernsey Companies Registry and if required the Guernsey Companies Registrar may publish such notices on the Guernsey Companies Registry website (www.guernseyregistry.com).

Notices in respect of the Notes are published in accordance with Condition 13 of the Conditions.

General

The Issuer does not have an audit committee. As a subsidiary of the Guarantor it complies with the Guarantor's overall corporate governance regime.

The Issuer is not involved in any court, arbitral or administrative proceedings (including any proceedings which are pending or threatened of which the Issuer is aware) which may have or have had a significant effect on the Issuer's assets and liabilities or profits and losses since its date of incorporation.

INFORMATION ON THE GUARANTOR

Overview

EFG International AG is the holding company of EFGI Group, an international private banking and asset management group based in Zurich. EFGI has been listed according to the International Reporting Standard of SIX since 2005.

The EFGI Group provides a wide range of financial services and products including private banking, asset management, financial advisory, trust administration, securities brokerage and other personal financial services primarily to high net worth individuals as well as to institutional investors.

The EFGI Group operates in around 40 locations with more than 13 booking centres and has approximately 3,570 employees as at the date of this Information Memorandum.

EFGI is rated A3 (outlook negative) by Moody's Investor Services Ltd. and A (outlook negative) by Fitch as of the date of this Information Memorandum. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The EFGI Group reported a Swiss GAAP CET1 ratio of 18.2 per cent. and a Swiss GAAP total capital ratio of 20.0 per cent. as of 31 December 2016. EFGI reported an IFRS BIS CET1 ratio of 16.7 per cent. and an IFRS BIS total capital ratio of 18.8 per cent. as of 31 December 2016.

For the financial year 2016, the key items highlighted by EFGI Management were :

• The full-year 2016 results reflect the Acquisition, making the EFGI Group one of the largest Swiss private banks with CHF 144.5 billion of Revenue Generating AuM as of 31 December 2016.

• The IFRS net profit attributable to equity holders of the EFGI Group of CHF 339.3 million was positively impacted by Acquisition related effects. EFGI Group excluding BSI (“ EFGI Group Standalone ”). The Underlying net profit of EFGI Goup Standalone was CHF 91 million, in line with the financial year 2015 (CHF 91 million).

• Strong capital and liquidity position, with Swiss GAAP CET1 ratio of 18.2 per cent., Swiss GAAP total capital ratio of 20.0 per cent., IFRS BIS CET1 ratio of 16.7 per cent., IFRS BIS total capital ratio of 18.8 per cent., Liquidity Coverage Ratio of 210 per cent. and Net Stable Funding Ratio of 150 per cent. as of 31 December 2016.

• 2016 targets for standalone cost reduction programme that was announced in 2015 (the “ MARS Programme ”) was exceeded, with Underlying Cost Base of CHF 264.3 million in the second half of 2016, 11 per cent. lower than the prior-year period and CHF 9.7 million below the target level communicated on first half 2016 results announcement on 27 July 2016.

• The EFGI Group Standalone achieved Net New Assets growth of CHF (0.5) billion for the year, reflecting market pressures in Asia and the Americas in the second half 2016, continued strong performance in the UK and robust development in Continental Europe. The EFGI Group Standalone experienced an improved momentum in Net New Asset generation towards the year end 2016. BSI had Net New Assets of CHF (4.9) billion in November and December 2016.

• The Integration is well on track; renewed brand positioning and design for combined business planned for roll-out from second quarter 2017 onwards.

• The EFGI management proposed a dividend of CHF 0.25 per share, to be tabled for shareholders’ approval during the next annual general meeting which is expected to take place on 28 April 2017.

Update on the Integration

The closing of the Acquisition announced on 1 November 2016 has created one of the largest Swiss private banks with a broad international presence in major financial centres and growth markets and Revenue Generating AUM of CHF 144.5 billion as of 31 December 2016. The Integration is well on track, and a number of important milestones have already been reached. Most recently, in March 2017, BSI in Hong Kong was fully integrated. The integration of BSI in Singapore was completed in November 2016, so that the integration in Asia, one of the EFGI Group’s key regions, is completed. It is planned that the integration of BSI’s Swiss business will take place in the course of April 2017, and the remaining BSI entities are also expected to be integrated in the second quarter of 2017, earlier than previously anticipated. As a final step, the migration of BSI to EFGI Group’s IT platform is due to be completed by year end 2017.

EFGI Group expects the total Acquisition and Integration related costs to be borne by the Group to amount (pre tax) to CHF 250 million of which CHF 55.1 million were incurred on an actual cash basis in 2016, the Groups expects furthermore to incur CHF 165 million and CHF 30 million (actual cash basis; pre tax) in 2017 and 2018 respectively.

As previously announced, the combined group is targeting annual pre-tax cost synergies of approximately CHF 240 million, which is expected to be fully realised in 2019. CHF 30 million of synergies were already achieved in 2016, earlier than anticipated, mainly due to the accelerated timetable in the integration rollout.

EFGI Group’s 2016 performance reflects Acquisition and challenging markets

In 2016, the financial industry faced volatile market conditions and a climate of heightened economic and political uncertainty. In this challenging environment, the EFGI Group Standalone posted Underlying operating income (excluding non-recurring items and life insurance) of CHF 677.8 million, compared to CHF 696.3 million in 2015. This decline primarily reflects a decrease in Underlying net commission due to lower levels of client activity than in previous years, as well as the GBP depreciation (affecting 15 per cent. of total commissions) following the UK's decision to leave the European Union. The EFGI Group Standalone Underlying Revenue Margin was 84 bps, compared to 85 bps in 2015.

The EFGI Group Standalone Underlying operating expenses decreased to CHF (556.8) million in 2016 from CHF (588.0) million in the previous year, as the EFGI Group Standalone exceeded the targets of its MARS Programme initiated in 2015. The EFGI Group Standalone Underlying personnel expenses were down 6 per cent. year on year, while Underlying other operating expenses declined by 4 per cent. The EFGI Group Standalone Underlying Cost-Income Ratio improved to 81.5 per cent. in 2016 from 83.8 per cent. in 2015.

The EFGI Group Standalone Underlying net profit was CHF 91 million in 2016, in line with the previous year. This figure excludes the following non-recurring items:

• CHF 530.8 million contribution from “IFRS bargain gain” on the Acquisition, subject to the final purchase price adjustment process;

• CHF (170.5) million post-tax EFGI Group Standalone intangible impairment charge relating to past acquisitions;

• CHF (35.6) million of costs relating to the Acquisition and Integration;

• CHF (21.9) million negative contribution from life insurance;

• CHF (18.0) million of exceptional legal charges in connection with previously disclosed and other matters;

• CHF (19.8) million of one-off Tier 2 amortisation costs;

• CHF (6.9) million of costs related to the MARS Program; and

• CHF (1.0) million other costs

Including the IFRS net loss of BSI of CHF (8.8) million for November and December 2016, the EFGI Group IFRS net profit attributable to equityholders of the EFGI Group was CHF 339.3 million in 2016, compared to CHF 57.1 million in 2015.

The EFGI Group’s capital position further improved in connection with the Acquisition, with a Swiss GAAP CET1 ratio of 18.2 per cent. and a Swiss GAAP total capital ratio of 20.0 per cent. at end-2016. EFG has a strong and liquid balance sheet, with a Liquidity Coverage Ratio of 210 per cent., a Loan/Deposit Ratio of 51.6 per cent. and Net Stable Funding Ratio of 150 per cent. as of 31 December 2016.

The Swiss GAAP total capital ratio increased from 16.1 per cent. as of 31 December 2015 to 20.0 per cent. as of 31 December 2016, mainly due to:

• Organic capital generation:

o 1.9 percentage points due to the Underlying net profit of the EFGI Group Standalone;

o 1.9 percentage points based on optimization of the RWA;

• (1.1) percentage points due to the proposed dividend for 2016;

• (0.8) percentage points due to negative currency effects;

• (0.8) percentage points due to impacts caused by non-Underlying items;

• Acquisition related items:

o 3.1 percentage points net impact due to the BSI Acquisition;

o 0.8 percentage points due to the variance of BSI RWA;

• (1.1) percentage points due to the repayment of debt instruments qualifying as tier 2 capital.

The Group exceeds targets of MARS Programme

In 2016, the EFGI continued to focus on implementing the cost reduction programme it initiated in 2015 and exceeded its targets. EFGI Group Standalone’s Underlying Cost Base in the second half of 2016 was CHF (264.3) million, down CHF 32.7 million or 11 per cent. compared to the prior-year period, and CHF 9.7 million below the target level communicated with the first-half 2016 results.

The number of employees (full-time equivalents (“ FTEs ”)) at the EFGI Group Standalone was 1,959 at end-2016, down 10 per cent. versus the peak in September 2015, when the MARS Programme started, and below the previously communicated end-2016 target of 1,990. The total number of EFGI Group FTEs was 3,572 at end-2016.

EFGI Group CRO development

The number of CROs of the EFGI Group Standalone declined from 462 at end-2015 to 389 at end- 2016 due to ongoing performance management and cost control measures. Average AUM per EFGI Group Standalone CRO stood at CHF 224 million (excluding CROs newly hired during 2016), compared to CHF 180 million in the previous year. The number of CROs of the EFGI Group totalled 697 at 31 December 2016.

EFGI Group Revenue Generating AuM development

Net New Assets of the EFGI Group Standalone totalled CHF (0.5) billion in 2016, compared to CHF 2.4 billion in the previous year. Net New Asset generation was impacted in particular by challenging conditions in Asia, where net asset outflows stood at CHF (1.8) billion over the year, mainly driven by client deleveraging and regularisation. In 2016, Asia nevertheless achieved record pre-provision profit, with an increase of 55 per cent. compared to 2015. The UK continued to deliver strong Net New Asset growth of 8 per cent. with net asset inflows of CHF 1.6 billion, and it further increased pre-provision profit by 4 per cent. compared to 2015. Net New Asset generation remained robust in Continental Europe at CHF 0.6 billion and was flat in Switzerland. The Americas region recorded net asset outflows of CHF (0.7) billion in 2016, driven by continued difficult market conditions and tax amnesty programmes during the period, while pre-provision profit increased by 10 per cent. compared to 2015.

Revenue Generating AUM of the EFGI Group Standalone were CHF 82.2 billion at year end 2016, versus CHF 83.3 billion at year end 2015. This decrease reflects a negative net effect from acquisitions and disposals of CHF (0.5) billion, negative currency effects of CHF (1.3) billion, market effects of CHF 1.2 billion and net asset outflows of CHF (0.5) billion.

BSI Revenue Generating AUM were CHF 62.3 billion at end-2016, versus CHF 67.0 billion at closing on 31 October 2016. The decrease primarily reflects net asset attrition of CHF (3.4) billion driven by business decisions to exit certain clients and locations as well as year end regularisation, and net outflows of CHF (1.5) billion due to other business reasons.

Overall, the Revenue Generating AUM of the EFGI Group totalled CHF 144.5 billion at year end 2016. The table below shows the breakdown of Revenue Generating AUM of the Group by category and currency:

31.12.16 By category 31.12.15 31.12.16 (in CHF bn)

Cash & Deposits ...... 24% 24% 34.9

Bonds...... 20% 22% 31.8

Equities ...... 21% 20% 29.0

Structured products ...... 2% 2% 3.6

Loans ...... 13% 13% 19.0

Funds ...... 15% 13% 19.4

Other ...... 4% 5% 6.9

Total ...... 100% 100% 144.5

31.12.16 By currency 31.12.15 31.12.16 (in CHF bn)

USD ...... 46% 47% 68.4

EUR ...... 26% 26% 38.1

GBP ...... 10% 10% 14.1

CHF ...... 11% 11% 15.3

Other ...... 8% 6% 8.6

Total ...... 100% 100% 144.5

As announced by EFGI, the Revenue Generating AUM attrition related to the Acquisition and Integration is estimated to be at CHF 9.7 billion of which CHF 3.4 billion were experienced in 2016. Looking forward, the EFGI Group expects an attrition of CHF 4.8 billion for 2017 and approximately CHF 1.5 billion for 2018.

EFGI management’s Outlook

In 2017, EFGI Group’s main focus will be on successfully completing the Integration of BSI while, at the same time, stabilising and providing new impetus to the acquired business. EFGI Group will also seek to capitalise on its attractive franchise and renewed brand by selectively hiring high-quality CROs and teams.

Following the completion of the Integration, the ambition of the combined group is to further improve its competitive position as a top-tier Swiss private bank, to capture the significant potential for economies of scale, and to deliver sustainable growth.

Furthermore, EFGI management is confirming the previously communicated medium-term targets for the enlarged business, which will apply after completion of the Integration:

• Net New Assets: continually growing Revenue Generating AUM with a target annualised growth rate averaging 3 per cent. to 6 per cent. (excluding the effects of market and FX movements);

• Cost-Income Ratio: target a Cost-Income Ratio of below 70 per cent. (excluding integration and restructuring costs relating to the acquisition); and

• Revenue Margin: achieve an annual Revenue Margin of at least 85 bps.

Significant Shareholders

1,659 shareholders were recorded in EFGI’s share register as at 31 December 2016 (i.e. shareholders with voting rights) representing 73.68 per cent. (previous year: 77.24 per cent.) of the total share capital issued. The shares of unregistered shareholders amounted to 26.32 per cent. (previous year: 22.76 per cent.).

The shareholding structure of EFGI as at 31 December 2016 is shown in the table below:

Number of registered Percentage of voting shares rights

EFG Bank European Financial Group SA (1) ...... 126,874,865 44.15%

BTGP-BSI Limited, London (2),(3) ...... 86,178,609 29.99%

Capital Research & Management Company, Los Angeles (4) ...... 8,921,627 3.11%

Other Shareholders ...... 65,381,560 22.75%

Total ...... 287,356,661 100.00% ______(1) EFG Bank European Financial Group SA is controlled by the Latsis Family through several intermediate parent companies. Details about the ownership structure of the shareholder have been disclosed in a reporting of significant shareholdings to SIX on 2 November 2016. (2) BTGP-BSI Limited is a wholly-owned subsidiary of Banco BTG Pactual SA, Rio de Janeiro, a bank listed on the BOVESP São Paulo Stock Exchang in Brazil. Details about the ownership structure of the shareholder have been disclosed in a reporting of significant shareholdings to SIX on 2 November 2016. (3) Including 17.7% of the EFG International registered shares that were transferred to an Escrow Agent based on an Escrow agreement between EFG International, BTGP-BSI Limited and Bratschi Wiederkehr & Buob Ltd (Escrow Agent). (4) The Capital Group Companies Inc., Los Angeles, exercises the voting rights of Capital Research & Management Copmany, Los Angeles. Details have been disclosed in a reporting of significant shareholdings to SIX on 2 December 2016.

At 31 December 2016, the EFGI Group held 31,011 of its own shares (2015: 86,384) and 750 (2015: 750) Bons de Participation “B”; or approximately 0.01 per cent. of EFGI's share capital.

Principal Activities

EFGI is a holding company for EFG Bank AG and other subsidiaries specialising in private banking

and asset management. The EFGI Group's clients are both private individuals and institutional investors.

The EFGI Group's private banking business is centered around CROs who work under its brand, supervision and responsibility, but manage clients on their own. CROs have broad discretion in serving the EFGI Group's clients and in selecting suitable investment products and services for their clients' portfolios, albeit within its compliance, risk management, product approval and control framework. Subject to compliance with these legal, regulatory, product and internal risk management requirements, the EFGI Group's CROs can provide private banking and asset management services to a client in any location.

The EFGI Group hires CROs with relevant private banking experience or, in markets where the growth of private banking is relatively recent, an equivalent depth of professional experience. As a result the EFGI Group has assembled a group of talented, client-focused private bankers with a proven track record of building profitable private client relationships that can contribute to the expansion and strengthening of the client basis.

The EFGI Group closely monitors the performance of its CROs, from both a financial and a compliance and risk management point of view, and expects them to meet certain defined performance thresholds. Credit decisions are taken by an independent credit committee.

The key pillars of the EFGI Group’s growth strategy include:

• Focus on the current competitive strengths in the High Net Worth Individual core private banking segment;

• Strengthen existing locations as part of the enhanced global network;

• Offer an extensive range of wealth management products and services through a flexible open architecture platform and increased penetration of investment solutions;

• Achieve differentiation through the entrepreneurial spirit of the business and the high level of experience and continuity among CROs; and

• Maintain a strong capital position and a low risk profile.

A renewed brand positioning and design for the combined business have been developed since the closing of the transaction. It is planned that they will be rolled out in the course of the integration of BSI’s business in the second quarter of 2017.

The Group offers clients a variety of services in various markets globally:

Principal markets

The EFGI Group offers clients a range of investment services, in-house investment products, margin loans, mortgages and brokerage and trading services, as well as ancillary services, including time deposits and fiduciary placements, current accounts, custody services, foreign exchange execution services and trust services. The EFGI Group offers both in-house products and products developed by other banks and financial institutions. The EFGI Group's in-house products include structured products and funds.

In addition to Switzerland, the EFGI Group's principal markets are Continental Europe, UK, the Americas (including the Caribbean Islands) and Asia.

Discretionary solutions

Part of the management of discretionary portfolios is delegated to EFG Asset Management, the fully owned asset management division of EFGI. Discretionary strategies are designed with the speciﬁc goals and risks of the EFGI Group's clients in mind. EFG Asset Management offers traditional equity

and ﬁxed income mandates, as well as multi-asset strategies that consist of three broad asset classes: equities, ﬁxed income and alternative investments. Each strategy undergoes a highly disciplined investment process combining in-house asset allocation and research expertise, along with the access to high quality investment products. In addition EFGI Group offers six discretionary mandate lines, managed according to different management styles and with different levels of personalisation.

Advisory solutions

The EFGI Group's advisory services give clients full access to the EFGI Group's investment management expertise while allowing them to retain as much control over their portfolio as they wish. The EFGI Group's range of advisory services cover the requirements of clients who want to limit their input to validating investment decisions to clients who want to be actively involved in the discussion of every single trade. Furthermore, the offering is differentiated by direct access to investment specialists and additional features such as the continuous monitoring of risk parameters. Advice is given within a well-controlled ﬁduciary framework that takes into account product suitability as well as client suitability and appropriateness. The EFGI Group's advice is derived from a global asset allocation and security selection process, where the EFGI Group has developed a conviction-based approach to investing, leveraging the know-how and proprietary models of the EFGI Group's in-house team of research specialists.

Wealth solutions

As wealth solutions providers, the EFGI Group specialises in the efﬁcient structuring, protection and transfer of wealth. The EFGI Group's teams of experienced wealth planners and trustees operate in various locations globally working alongside CROs to craft bespoke solutions to protect client assets and facilitate the efﬁcient transfer of wealth between generations. To this end, the EFGI Group makes full use of a range of structures, including trusts, limited partnerships, foundations and companies. Structures may hold a variety of asset classes including cash and quoted investments, shares in private companies, real-estate, artwork, yachts and aircrafts.

Through its own fiduciary company (EOS Servizi Fiduciari SpA) EFGI Group further offers to Italian resident clients the possibility to hold assets abroad on a fiduciary basis and benefit from a local tax agent service in compliance with Italian law. The EFGI Group through its subsidiary BSI, has custody and asset management agreements with a number of insurance companies in place, allowing clients to hold their assets through life insurance policies (wrappers). In Switzerland the EFGI Group through its subsidiary BSI offers retirement savings accounts and has an agreement with Assicurazioni Generali for the promotion of certain insurance products.

Financing solutions

The EFGI Group offers investment financing and property financing solutions. Investment financing solutions comprise both current account overdrafts and fixed advance facilities, where such facilities are secured by the lending value of clients' diversified portfolios of liquid, marketable collateral such as cash, bonds, shares and funds.

Property financing assistance is offered on a selective basis in some markets for residential real estate and office properties, primarily in the UK and selected other jurisdictions such as, among others, Switzerland, Singapore and France. As part of the EFGI Group's ancillary financing solutions, the EFGI Group also issues bank guarantees on behalf of the EFGI Group's clients in favour of third parties and provide credit facilities to cover foreign exchange forward contracts as well as foreign exchange or equity options. Virtually all of the EFGI Group's lending activities are on a secured basis.

In addition, the EFGI Group through its subsidiary BSI SA, offers commercial loans (including loans secured by commercial real estate) and trade ﬁnancing, with credits connected to trade ﬁnance operations. Furthermore, the EFGI Group through its subsidiary BSI SA offers loans to municipalities in the Canton of Ticino.

Global markets division

Through its Global Markets Division, EFGI Group executes client orders and performs sales and trading activities on foreign exchange as well as, fixed income sales. In addition the Global Markets Division manages a structured notes issuance programme.

EFGI Group’s foreign exchange sales and trading business on one hand serves the private banking clients, and on the other hand corporate and institutional customers in Switzerland and northern Italy. The EFGI Group serves as a market maker in foreign exchange markets, as well as an issuer of foreign exchange related options.

EFGI Group’s proprietary ﬁxed income trading business comprises long-short ﬁxed income trading focusing on lower rated investment grade debt and higher rated speculative debt, which the EFGI Group holds with the intention of earning revenues.

EFGI Group’s internal structured products business includes both on and off-balance sheet issuers, and includes a wide range of payoffs and underlying asset classes, including Sharia compliant structured products. The hedges for these structured products are managed by EFGI Group.

In addition the EFGI Group provides clients with a selection of structured products both on an open architecture basis, in which case they are issued by large third party ﬁnancial institutions, or issued by an EFGI subsidiary, pursuant to the Platform Partnership with Leonteq. In the context of this cooperation, Leonteq is responsible for the structuring and hedging aspects of the products which are issued by the EFG International Finance (Guernsey) Limited.

The EFGI Group has a near 24-hour trading capability five days a week, spanning across all major time zones. As such the EFGI Group is able to offer its clients efficient execution of trades in equities, fixed income securities and foreign exchange. Through the EFGI Group's "Direct Market Access", direct access to the EFGI Group's trading desks is provided to a group of experienced active clients.

Funds

The EFGI Group offers a range of internally managed funds, including the "New Capital" funds designed to meet the diverse needs of private clients, financial intermediaries, wealth managers and institutional investors. New Capital funds reflect the EFGI Group's macro-economic beliefs and the asset allocations of the EFG Asset Management's discretionary strategies. The EFGI Group's internal fund offering spans across the main asset classes including but not limited to specialist equities, fixed income and sophisticated multi-asset and alternative strategies (including funds of hedge funds), covering global, regional, developed and emerging markets. Most of these funds are actively managed with some not actively distributed outside of the EFGI Group. The EFGI Group purchases and advises the EFGI Group's clients on a large variety of third party products on the basis of a list of approved funds that is maintained by the EFGI Group's in-house fund selection team or on the basis of individual analysis.

Family office-like services

Through its affiliate Patrimony 1873 SA, the EFGI Group offers family office-like investment services to high net-worth individuals, such as consolidated portfolio reporting and risk management.

Deposits

The EFGI Group offers current accounts, time deposits and fiduciary deposits. Current accounts permit clients to withdraw funds at any time and currently form the largest component of the EFGI Group's deposits. The EFGI Group also offer time deposits that may only be withdrawn at maturity and fiduciary placements, which are interest-bearing deposits placed outside Switzerland and deposited in the name of a Swiss depository bank for a fee, but held on a fiduciary basis for a client. Clients bear all the risks and benefits of the placement in fiduciary deposits, as they are placed outside of Switzerland and, therefore, not subject to Swiss withholding tax on deposit interest.

Custody services

The EFGI Group offers its clients complementary securities' custody services. The EFGI Group generate safekeeping fees in respect of securities that are held on behalf of the EFGI Group's clients. In addition, the general fees for managing discretionary portfolios include a safekeeping fee for custody services. The EFGI Group also offers custody services for securities in portfolios that are managed by third party advisors or clients.

Personal banking services

The EFGI Group’s subsidiary BSI SA also has a product range dedicated to retail and affluent clients with assets below CHF 1 million, including investment advisory and discretionary management and an investment funds accumulation plan.

Ancillary banking services

The EFGI Group also offers a traditional range of ancillary banking services, including payment facilities and safe deposit boxes.

Fund services

EFG Fund Services oversees the administration and other servicing requirements of a wide range of open-ended and closed-ended investing in a broad range of asset classes, including private equity, venture capital, real estate, fund of funds, debt, listed equities, portfolio assets, hedge funds and physical assets. The EFGI Group's clients include major banks, investment houses, property specialists, venture capital and private equity firms. The EFGI Group's teams of funds specialists operate across a network of locations and always seek to understand the particular requirements of each fund before developing an administration solution to fit its precise specifications.

Other services

The EFGI Group offers securities lending services and programmes to its clients. Furthermore, through a team of in-house corporate ﬁnance specialists, which are part of the EFGI Group’s subsidiary BSI SA, EFGI Group advises entrepreneurs in relation to their company ﬁnancial activities, such as company sales or purchases, capital markets operations and business valuations.

Information on board of directors, management and auditors

Board of Directors

The Board of Directors of EFGI (the " Board ") is ultimately responsible for supervision of the management of EFGI. The Board of Directors sets the strategic direction of EFGI and monitors its management.

The Board currently comprises twelve members, all of whom are non-executive directors. The Board of Directors of EFG Bank AG is composed of the same members as the Board. With the exception of Mr. John A. Williamson, who served as CEO of EFGI and EFG Bank until April 2015, no member of the Board held a management position in EFGI or any of its subsidiaries over the last three years. Mr. Roberto Isolani was appointed EFGI Group CEO of BSI SA in May 2016, a role he relinquished in October 2016 upon closing of the BSI SA acquisition by EFGI.

The table below sets out the name, position held on the Board, Board committee memberships and principal activities outside the EFGI Group for each of the current members of the Board.

Name Position held Board Committee Principal activities in other EFGI Group on the Board Memberships companies and outside the EFGI Group

John Chairperson • remuneration and • Member of the Board of various Alexander nomination committee subsidiaries of EFGI Williamson (member) • Member of the Board of the Association of • acquisition committee Swiss Asset and Wealth Management (member) Banks (VAV/ABG) • Trustee of the Serious Trust, a UK registered charity Niccolò Vice- • remuneration and Herbert Chairperson nomination committee Burki (chairperson) Susanne Member • risk committee • Member of the Board, Thurgauer Branden- (chairperson) Kantonalbank berger • audit committee • Member of the Board, association (member) "insieme 21" Emmanuel Member • acquisition committee • Member of the Board, EFG Bank Leonard (chairperson) (Monaco) Bussetil • audit committee • Member of the Board, European Financial (member) Group EFG (Luxembourg) SA • risk committee • Member of the Board, SETE Holdings (member) Sarl, Luxembourg • remuneration and • Member of the Board, Gestron Asset nomination committee Management SA, Luxembourg (member) • Non-executive director of various companies controlled by Latsis Family Interests Erwin Member • audit committee Richard (member) Caduff • remuneration and nomination committee (member) Michael Member • audit committee • Member of the Board, EFG Private Bank Norland (chairperson) Ltd, London Higgin • risk committee • Trustee, London Youth Support Trust (member) • Independent member of the audit and risk committee, DCMS (Department of Culture, Media and Sport of the UK government) Spiro J. Member • Member of the Board, EFG Bank Latsis (Monaco) • Chairman of the Board, EFG Bank European Financial Group SA, Geneva • Chairman of the Board, European Financial Group EFG (Luxembourg) SA • Chairman, Paneuropean Oil and Industrial Holdings SA, Luxembourg • Non-executive Director, Consolidated Lamda Holdings SA, Luxembourg

Name Position held Board Committee Principal activities in other EFGI Group on the Board Memberships companies and outside the EFGI Group Freiherr Member • risk committee • Member of the Board, EFG Investment Bernd- (member) (Luxembourg) SA Albrecht • acquisition committee • Chairman of the Board, EFG Bank von Maltzan (member) (Luxembourg) SA • Member of the Advisory Board, MANNGroup, Karlsruhe, Germany • Member of the Investment Committee, Niagara Stiftung (Foundation), Munich, Germany • Member of the Investment Committee, Leifheit Stiftung (Foundation), Nassau, Bahamas Périclès Member • acquisition committee • Chief Executive Officer, EFG Bank Petalas (member) European Financial Group SA, Geneva • audit committee • Non-executive Director, European (member) Financial Group EFG (Luxembourg) SA • remuneration and nomination committee (member) • risk committee (member) Daniel Member • risk committee • Member of the Board, Banca Popolare di Zuberbühler (member) Sondrio (Suisse) SA, Lugano

New members elected in 2016 (appointed effective 31 October 2016)

Roberto Member • risk committee • Managing Partner, member of the Global Isolani (member) Management Committee and Head of International Client Coverage, BTG Pactual • Deputy Chairman of the Board, Banca Monte dei Paschi di Siena S.p.A. (BMPS) • Member of the Board, Associatione Bancaria Italiana Stephen Member • acquisition committee • Managing Partner, BTG Pactual Michael (member) • Chief Executive Officer of the Asset Jacobs Management division, BTG Pactual group

Robert Yin Chiu was a member of the Board until the annual general meeting on 29 April 2016, where he did not put himself forward for re-election.

No member of the Board (neither as individual nor as representative of a third party) has any significant business connection with EFGI or any of its subsidiaries.

The business address of each member of the Board is EFGI's registered office Bleicherweg 8, CH- 8001 Zurich, Switzerland.

The Board consists of at least five members, who are individually elected at the general meeting of shareholders for one-year terms with the possibility of being re-elected. Furthermore, there is no limit on the numbers of terms and the term of office ends at the closure of the next annual general meeting. The tenure of all the current members of the Board will expire at the 2017 annual general meeting to be held in April 2017, at which time all directors will be subject to re-election by the shareholders, who will also elect the Chairperson of the Board and all members of the Remuneration and Nomination Committee individually and on an annual basis.

The Board meets as often as business requires, but at least four times a year, normally once every

quarter. The Board met fifteen times in 2016.

The Board has established an Audit Committee, a Risk Committee, Remuneration and Nomination Committee and an Acquisition Committee according to the terms of the internal regulations.

Audit Committee

The Audit Committee is established as a committee of the Board. Its primary function is to assist the Board in fulfilling its oversight responsibilities of the EFGI Group with regard to:

• the financial and business reporting processes, including the selection and application of appropriate accounting policies;

• the integrated internal control systems for financial reporting as well as the internal controls of areas beyond financial reporting;

• EFGI's and EFGI Group's tax risks, and

• The internal and external audit processes.

The role of the Audit Committee is primarily supervisory and its decision making authority is limited to those areas which are ancillary to its supervisory role.

The Audit Committee comprises at least three Board members (as at the date hereof: Mr. M.N. Higgin (chairperson), Mrs. S. Brandenberger and Messrs. E.L. Bussetil, E.R. Caduff and P. Petalas (members)).

The Audit Committee meets at least four times a year and as often as business requires, as well as for the review of the financial statements and related reports before these are approved by the Board. Ordinary meetings typically last three to four hours and are also attended by members of the executive management responsible for areas supervised by the Audit Committee. During 2016, the Audit Committee met nine times.

Minutes of the Audit Committee are reviewed by the Board at its ordinary meetings. In addition, the Chairman of the Audit Committee provides a verbal report to the Board at its meetings.

Risk Committee

The Risk Committee is established as a committee of the Board of Directors. Its role is to monitor, in the name and on behalf of the Board, risks throughout the EFGI Group within the policy, framework, rules and limits set by the Board or by itself. It is responsible for advising the Board on the EFGI Group’s overall current and future risk appetite, overseeing management’s implementation of the EFGI Group's risk appetite policy, reporting on the state of risk culture in the EFGI Group, and interacting with and overseeing the Group Chief Risk Officer and CEO. The Risk Committee’s tasks include oversight of the strategies for capital and liquidity management as well as the management of all relevant risks of the EFGI Group, such as credit, market, liquidity, operational and reputational risks, to ensure they are consistent with the stated risk appetite. It approves risk policies and limits in all areas over which the relevant internal directives grant it authority. It examines any situations or circumstances giving rise to a substantial risk for the EFGI Group and has the authority to require the reduction of any position which it considers excessive.

The Risk Committee comprises at least three Board members (as at the date hereof: Mrs. S. Brandenberger (chairperson) and Messrs. D. Zuberbühler, E. L. Bussetil, M. N. Higgin, B.-A. von Maltzan and P. Petalas (members)).

The Risk Committee meets as often as business requires but at least four times a year. Ordinary meetings typically last six to seven hours and are attended by members of the executive management responsible for risk management. During 2016, the Risk Committee met six times.

Minutes of the Risk Committee are reviewed by the full Board at its ordinary meetings. In addition, a verbal report from the Chairman of the Risk Committee is given to the Board at its meetings.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is established as a committee of the Board. Its primary function is to assist the Board in fulfilling its governance responsibilities, with regards to remuneration- related aspects:

• establishing the compensation strategy and the general remuneration policy of EFGI Group;

• reviewing annually the remuneration of members of the Board and the Executive Committee of EFGI and making a recommendation to the Board thereupon;

• approving annually the remuneration of all other staff of EFGI and of its subsidiaries;

• any other tasks conferred on it by the Board from time to time. with regards to the nomination of Board members, reviewing and assessing:

• the composition, size and capability of the Board to adequately discharge its responsibilities and duties;

• the succession of the Board members;

• the selection criteria and processes for the identification and submission to the Board suitable candidates to become members of the Board for election by the general meeting of shareholders and;

• the external directorships and other positions held by any person being considered for the appointment to the Board or any new appointment for existing members of the Board;

• any other tasks conferred on it by the Board from time to time.

The Remuneration and Nomination Committee comprises of at least three Board members (as at the date hereof: Mr. N.H. Burki (chairperson) and Messrs. E.L. Bussetil, E.R. Caduff, P. Petalas and J.A. Williamson (members)).

The Remuneration and Nomination Committee meets annually in the first quarter to review salary and variable compensation decisions as well as when necessary. Meetings typically last two hours and are attended by the CEO and the Global Head of Human Resources. During 2016, the Remuneration and Nomination Committee met eight times.

The Minutes of the Remuneration and Nomination Committee are reviewed by the full Board. In addition, a verbal report by the Chairman of the Remuneration and Nomination Committee is given to the Board at its meetings.

Acquisition Committee

The Acquisition Committee is established as a committee of the Board. Its primary function is to examine and approve or recommend to the Board all acquisitions of companies or businesses proposed by management in accordance with the acquisition policy approved by the Board. The Acquisition Committee has the authority to approve all investments with a purchase price below or equal to the threshold set in the acquisition policy (based on the Acquisition Committee’s estimate at the time of acquisition in the case of transactions where the purchase price is defined in earn-out terms). Above this threshold, only the Board may approve acquisitions and the Acquisition Committee will submit a recommendation to the Board.

The Acquisition Committee comprises at least three Board members (as at the date hereof: Mr. E.L.

Bussetil (chairperson) and Messrs. B.-A. von Maltzan, P. Petalas, J.A. Williamson and S.M. Jacobs have been appointed as members of the Acquisition Committee)).

The Acquisition Committee meets on an ad hoc basis throughout the year in order to review specific transactions or to receive an update from the CEO and Deputy CEO & Chief Financial Officer (CFO) regarding the status of negotiations with various acquisition targets. It also reviews and approves management proposals for divestments. Meetings vary in length from one to three hours and can be attended by members of the management or external advisors.

The minutes of the Acquisition Committee are reviewed by the full Board at its meetings. In addition, a verbal report from the Chairman of the Acquisition Committee is given to the Board at its meetings. During 2016, the Acquisition Committee met three times. Additionally, the Acquisition Committee reviewed several transactions during 2016.

Executive Committee

The Board has delegated operational management of EFGI Group to the Chief Executive Officer (" CEO ") and the executive committee (the " Executive Committee "). Members of the Executive Committee are appointed by the Board upon recommendation of the CEO. The executive officers, under the responsibility of the CEO and the control of the Board, manage the operations of the EFGI Group pursuant to the internal regulations and report thereon to the Board on a regular basis.

The Executive Committee is responsible for the Guarantor's and the EFGI Group's overall strategy, within the respective parameters established by the Board, and is accountable for all operational and organisational matters as well as for the operating results. The Executive Committee is responsible for the day-to-day activities of the Guarantor.

The EFGI Group is organised as a single structure, reporting to the CEO respectively to the Deputy CEO & CFO. The Executive Committee comprises at least four members. Various support, service or control units report either directly to the CEO or to a member of the Executive Committee. Information concerning each of the members of the Executive Committee is set out below:

Name Position held

Joachim H. Joachim H. Straehle was appointed CEO of EFGI and EFG Bank, effective as of Straehle April 2015.

He is also a member of the Board of Directors of EFGI’s subsidiaries EFG Investment and Wealth Solutions Holding AG (as Chairman), Zurich, EFG Private Bank Ltd, London and Patrimony 1873 SA, Lugano. Since 1 November 2016 and until the full legal integration of BSI, expected in the second quarter of 2017, he additionally chairs the Board of Directors of BSI SA and BSI Holdings AG.

Before joining EFG, Joachim H. Straehle was CEO of Bank Sarasin & Co. from 2006 to 2013. Prior to this, he was Head Private Banking Asia-Pacific, Middle East and CEE and member of the Executive Board of the Private Banking Division at Credit Suisse. In his senior roles at Credit Suisse and Bank Julius Baer he has worked in Zurich, Singapore, Hong Kong and New York.

Mr. Straehle is a Swiss citizen and was born in 1958. He holds a Bachelor of Science in Business Administration UAS Zurich and is a graduate of the Executive Program for Overseas Bankers, Wharton School, University of Pennsylvania, USA.

Name Position held

Piergiorgio Piergiorgio Pradelli was appointed Deputy CEO & CFO of EFGI and EFG Bank. Pradelli His responsibilities encompass, apart from the CFO function, the EFGI Group Compliance function, the Global Treasury function as well as the EFGI Group’s IT & Operations and the Legal and Litigation functions.

Mr. Pradelli undertook the position of CFO and member of the Executive Committee of EFGI in June 2012, while he assumed the same responsibilities for EFG Bank as of April 2013. He was designated Deputy CEO of EFGI and EFG Bank in January 2014. At that time, he also undertook oversight of the Risk function, which he maintained until 31 October 2016.

He is also a member of the Board of Directors of EFGI’s subsidiaries EFG Private Bank Ltd, London, EFG Bank (Monaco), EFG International Finance (Luxembourg) Sarl, EFG Investment and Wealth Solutions Holding AG, Zurich, Asesores y Gestores Financieros SA, A&G Banca Privada SA, EFG Investment (Luxembourg) SA, EFG Bank (Luxembourg) SA, as well as of BSI SA and BSI Holdings AG.

Prior to his appointment as Deputy CEO & CFO at EFGI, Mr. Pradelli was Head of International Operations at Eurobank Ergasias SA and member of the Executive Committee, from 2006 until 2012. Prior to this, he served as Deputy Finance Director in London for EFG Bank European Financial Group SA, from 2003 to 2006, participating in major EFG Bank European Financial Group SA restructuring and strategic initiatives.

Mr. Pradelli started his career at Deutsche Bank, working in a number of senior management positions including Head of Private & Business Banking in Italy, and Head of Business Development for the Private Clients and Asset Management Group in Frankfurt and London from 1991 until 2003.

Mr. Pradelli is an Italian citizen, was born in 1967, and has a degree in Economics and Business Administration from the University of Turin, Italy.

Mark Bagnall Mark Bagnall was appointed COO of EFGI and EFG Bank, effective as of 1 January 2011. He joined EFGI in December 2008 as Global Chief Technology Officer.

Prior to this, he worked from 2004 to 2008 at Merrill Lynch in London and Geneva, where he was Head of International Private Client & Wealth Management Technology, having previously held IT management roles in Capital Markets & Investment Banking in London & New York from 1998 to 2003. He started his career on the IT graduate programme with British Petroleum in 1989, before moving to JP Morgan in 1994.

Mr. Bagnall was born in 1967 and is a UK citizen. He holds a BSc in Mathematics & Computer Science from Liverpool University.

Name Position held

Adrian Kyriazi Adrian Kyriazi was appointed Regional Business Head of Continental Europe & Switzerland of EFGI in July 2014 and member of EFG Bank’s Executive Committee in the function as Head of Private Banking Switzerland. Since November 2016, he focuses on the activities of the Swiss business in the Romandie. He is also a member of the Board of Directors of EFGI’s subsidiaries EFG Investment (Luxembourg) SA, EFG Bank (Luxembourg) SA, Asesores y Gestores Financieros SA, A&G Banca Privada SA and EFG Bank (Monaco), and EFG Bank von Ernst AG (Liechtenstein).

Mr. Kyriazi was previously with Credit Suisse, where from 2010 to 2014 he was Managing Director, Market Group Head for Greece, CEE/Poland. Prior to that he spent nineteen years at HSBC in a variety of different roles, including: Managing Director, Private Banking and Co-CEO, HSBC Private Bank, Monaco; CEO of West Coast Region, USA, HSBC Private Bank; and CEO of Global Practices (encompassing wealth and tax advisory, corporate finance, and family office), HSBC Private Bank.

Mr. Adrian Kyriazi is a Greek citizen, was born in 1960, and holds a degree in law from Robinson College, Cambridge University.

Peter Fischer Peter Fischer was appointed Head of Strategy of EFGI and EFG Bank, effective as of January 2016. In addition, Human Resources, Marketing & Communications and Special Projects are reporting to him. He currently serves as a member of the Board of Directors of BSI SA and BSI Holdings AG and EFG Capital Holdings Corp.

Peter Fischer joined EFGI in June 2015 as Manager Special Projects. He has extensive professional experience in project and line management. He worked at Bank Sarasin & Cie and later Bank J. Safra Sarasin from 2000 until 2015, where he held a number of leadership positions including Chief of Staff & Corporate Development. Prior to that, Peter Fischer headed various front office and staff functions at Credit Suisse and UBS in Switzerland, Europe, Asia and the USA.

Mr. Fischer is a Swiss citizen and was born in 1958. He is a graduate of the Business School of Zurich (Expert of Business Administration KSZH).

Albert Chiu Albert Chiu was appointed Head of Asia Region of EFGI and EFG Bank in June 2016. Since July 2015 he was attendee of the Executive Committee. Mr. Chiu is Chief Executive of EFG Bank’s Asia Pacific Region.

Mr. Chiu joined EFG Bank in 2000 and established EFG Bank’s Private Banking activities in Asia (with branches in Hong Kong and Singapore). Prior to joining EFG, Mr. Chiu was Treasury Manager at HSBC Bank USA Hong Kong Branch (1993–2000) and from 1987 until 1993 he worked for Citibank Hong Kong (Vice President).

Mr. Chiu is a Hong Kong citizen, born in 1965, and holds a Bachelor in Business Administration (Hon.) of the Chinese University of Hong Kong and completed the Advanced Management Program of Harvard Business School. He completed a Diploma course in the Sophia University in Japan.

Name Position held

Anthony Cooke- Anthony Cooke-Yarborough was appointed Head of UK Region of EFGI in June Yarborough 2016. Since July 2015 he was attendee of the Executive Committee. Mr. Cooke- Yarborough is a member of the Board of Directors and CEO of EFG Private Bank Ltd, London, EFGI’s wholly owned subsidiary in United Kingdom. He is also a member of the Board of Directors of EFGI’s subsidiaries EFG Private Bank (Channel Islands) Ltd, Guernsey, and EFG Asset Management (UK) Ltd, London.

Mr. Cooke-Yarborough joined EFG Private Bank Ltd in 2009 and served as Head of Private Banking until his appointment as CEO in June 2011. From 2005 until 2009 he served as Chief Executive of Mourant Private Wealth, Jersey. Prior to that he was Head of UK Private Banking and CEO of Barclays Private Bank Ltd (2002–2005) and from 1997 to 2002 served as Executive Director at Merrill Lynch International Bank, London, ultimately as Deputy Head of UK Private Client business. Mr. Cooke-Yarborough started his career at Lloyds Bank International in 1980 and held various senior management positions in the USA and Latin America, ultimately as Director, International Investments, Brazil.

Mr. Cooke-Yarborough is a British citizen, was born in 1956, and holds an MA in Economics of Cambridge University.

New members of the Executive Committee in 2016

Renato Cohn Renato Cohn is Head of Investment Solutions of EFGI and EFG Bank as well as CEO of EFGI Group Asset Management, effective as of 31 October 2016. Currently, he serves also as member of the Group Executive Board of BSI SA.

Mr. Cohn joined BSI in September 2015 as Group Deputy CEO. From 2009 until 2015, he was Co-Head of BTG Pactual Wealth Management in Sao Paulo. Before that, he served in senior positions as Head of Product and Services and Head of Sales Management at UBS Pactual. He joined Banco Pactual in 1999 and became a partner in 2004. He started his career at Banco Primus, and then worked at Banco Matrix as a Head of the Fixed Income Trading Desk.

Mr. Cohn is a Brazilian citizen and was born in 1972. He holds a B.S. in Industrial Engineering from the Escola Politecnica of the University of Sao Paulo.

Reto Kunz Reto Kunz is Chief Risk Officer of EFGI and EFG Bank, effective as of 31 October 2016. Currently, he serves also as member of the Group Executive Board of BSI SA and, since he joined BSI in August 2015, he is responsible for Credit, Market and Operational Risks.

Mr. Kunz has extensive experience in risk management, developed over the last 30 years by working in the finance industry (Credit Suisse and UBS), primarily in Corporate Banking and Wealth Management, with business activities in Europe and Asia. He held various Senior Management positions in Risk Management and Control before establishing his own business as an independent risk consultant prior to joining BSI.

Mr. Kunz is a Swiss Certified Banking Expert with Federal Diploma and got a Senior Executive Programme degree from London Business School. He is a Swiss citizen and was born in 1954.

Name Position held

Maurizio Maurizio Moranzoni is Head of Global Markets of EFGI and EFG Bank, effective Moranzoni as of 31 October 2016. Currently, he serves also as member of the Group Executive Board of BSI SA, and he is responsible for the Capital Markets Division since 2015. Previously, he has been Global Head of Capital Markets at BSI since 2010.

Mr. Moranzoni has spent his entire career at BSI, where he started working in 1982 – first in the Forex Department, and then covering various positions in the Capital Markets Area. In 1997, he was appointed as Head of Treasury, Fixed Income and Securities Lending, and in 2003 he became Head of Capital Markets.

He is currently Vice Chairman of the BSI SA Pension Fund and was a member of the Board of Directors of BSI Europe SA until December 2016.

Mr. Moranzoni is a Swiss citizen and was born in 1960. He was educated in Switzerland (A levels).

Gerald Robert Gerald Robert is Head of Latin America Region of EFGI and EFG Bank effective as of 31 October 2016. Currently, he serves also as member of the Group Executive Board of BSI and he is responsible for the Latin America, Middle East & Eastern Mediterranean region since 2012.

After starting his career at the Banker Trust Company of New York in 1983, he joined BSI in 1985 as Private Banker at the New York branch, and then moved to Latin America to manage the bank’s local operations. From 1993 to 2001, he was Director of BSI Monaco SAM. He subsequently became Branch Manager of Geneva and, in 2001, Area Manager for Latin America and Spain.

Mr. Robert was born in 1957 and is a Swiss and U.S. citizen. He graduated in International politics and economics from George Washington University and holds a Master of Arts from the John Hopkins University of Washington D.C., with a specialisation in Economics and Finance.

Renato Santi Renato Santi is Head of Central Switzerland, Ticino & Italy Region of EFGI and EFG Bank effective as of 31 October 2016. Currently, he serves also as member of the Group Executive Board of BSI and he is responsible for the activities in Switzerland since 2013 and in Europe since 2016.

Renato Santi started working at BSI in 1994 and has spent his entire career with the bank. Over the years, he has successfully headed various strategic development projects, covering several managerial positions in the private banking and marketing division in Switzerland and abroad.

Mr. Santi is currently a member of the Board of Directors of BSI Monaco SAM.

Mr. Santi was born in 1969 and is a Swiss citizen. He holds a degree in economics from the University of St. Gallen and an Advanced Management Programme degree from INSEAD.

Renato Santi will leave EFG International after the legal integration of BSI's Swiss business, planned to take place in the course of April 2017. Mr. Santi will be succeeded by Franco Polloni.

Name Position held

Marcelo Marcelo Coscarelli was appointed Head of Americas Region and a Member of Coscarelli the Executive Committee of EFGI and EFG Bank, effective as of 1 January 2017.

Previously, he was at Citibank Latin America, serving as Managing Director and Head of the Wealth Management Business covering international high-net-worth and affluent clients starting in 2012. From 2008 to 2012, he was Chief Operating Officer of Itau Private Bank International, based in Miami. Before that, he has worked for UBS, where we held the position as Head of the Brazil Wealth Management Sales Desk at UBS in Zurich, and for Citigroup, as Head of Citigold Wealth Management for Europe, the Middle East and Africa, based in London. He also held different positions with the Citigroup Private Bank.

Mr. Coscarelli was born in 1971 and is a Brazilian and U.S. citizen. He holds an MBA from the University of Chicago, USA, and a Bachelor’s degree in Economics from University of Campinas (UNICAMP) in Sao Paulo, Brazil.

New member of the Executive Committee (effective 1 August 2017 at the latest, subject to regulatory approval)

Franco Polloni Franco Polloni has been appointed Head of Central Switzerland, Ticino & Italy Region and a Member of EFG International’s Executive Committee, effective 1 August 2017 at the latest, subject to regulatory approval.

Franco Polloni has broad management experience in private banking and asset management and extensive knowledge of the Swiss financial sector. He is joining EFG International from Lugano based Banca del Ceresio, where he was Head of Private Clients & Asset Management and a Member of the Executive Board since 2014. Between 2008 and 2014, he held various leadership positions at BSI and was Head of Wealth Management Services and a Member of the Executive Board from 2008 to 2010. From 2001 to 2008, he worked at Banca del Gottardo, where he was appointed a Member of the Executive Board in 2006 and served as Head of Products & Services until the bank’s integration into BSI in 2008. Franco Polloni was born in 1965 and is a Swiss national. He holds a master’s degree in business administration from the University of Zurich and is a Member of the Fiscal Commission of the Ticino Banking Association.

In 2016, two members of the Executive Committee stepped down: Effective 31 October 2016, Frederick Link, stepped down as Chief Risk Officer. Mr. F. Link was appointed Chief Risk Officer in July 2008 and served as EFGI Group General Counsel from March 2006 until 31 December 2010. Effective 31 October 2016, prior to his retirement on 31 December 2016, James T.H. Lee stepped down as a member of the Executive Committee. Mr. J. T.H. Lee was appointed Head of Investment Solutions of EFGI and EFG Bank in April 2013. Since January 2014, he assumed responsibility for Wealth Solutions. He was also CEO of EFG Asset Management since June 2009.

The business address of each member of the Executive Committee of the Guarantor is the Guarantor's registered office Bleicherweg 8, CH-8001 Zurich, Switzerland.

There are no external mandates and vested interests of any members of the Executive Committee other than in the biographies above.

Corporate Governance

EFGI fully adheres to the principles set out in the Swiss Code of Best Practice, including its appendix stipulating recommendations on the process for setting compensation for the Board and the Executive Committee.

Statutory Auditors

PricewaterhouseCoopers Ltd, Geneva, were appointed as statutory auditors and group auditors of EFGI for the first time on 8 September 2005, when EFGI was incorporated and has been reelected annually since then. Mr. Christophe Kratzer took up office as audit partner in charge on 24 April 2015.

PricewaterhouseCoopers Ltd is a member of EXPERTsuisse – Swiss Expert Association for Audit, Tax and Fiduciary.

The shareholders must confirm the appointment of the auditors on an annual basis at the general meeting.

Share Capital

Issued Share Capital

As at 31 December 2016 EFGI had fully paid and issued share capital of CHF 143,678,330.50 comprising 287,356,661 registered shares with a nominal value of CHF 0.50 each (the " Ordinary Shares ").

EFGI is and has been a publicly held corporation since its initial public offering in October 2005. Its registered shares are listed and traded pursuant to the International Reporting Standard on SIX since 7 October 2005 under the ticker symbol " EFGN " (security no. 002226822; ISIN CH0022268228).

Conditional Share Capital

As at 31 December 2016 EFGI had a conditional capital in the total amount of CHF 1,611,461.50 comprising 3,222,923 registered shares with a nominal value of CHF 0.50 each. This conditional capital is reserved for stock options granted to officers and employees at all levels of EFGI and its group companies.

In addition, as at 31 December 2016 EFGI had a conditional capital in the total amount of CHF 10,000,000 comprising 20,000,000 registered shares with a nominal value of CHF 0.50 each. This conditional capital is reserved for the exercise of conversion and/or option rights granted in connection with the issuance of newly issued convertible debentures, debentures with option rights or other financing instruments by EFGI or one of its group companies. The preferential subscription rights of the shareholders and the participants are excluded in favour of the holders of conversion and/or option rights.

Authorised Share Capital

As at 31 December 2016 EFGI had authorised share capital in the amount of CHF 2,390,131 authorising the Board of Directors, at any time until 28 April 2018, to issue up to 4,780,262 fully paid up registered shares with a nominal value of CHF 0.50 each.

Participation Certificates and Profit Sharing Certificates

As at 31 December 2016 EFGI had 13,382 registered preferred participation certificates category B (Vorzugsnamenpartizipationsscheine Kategorie B ) with a nominal value of CHF 15 each and a total amount of CHF 200,730 outstanding (" Class B Bons de Participation "). The Class B Bons de Participation have been issued to Banque de Luxembourg as fiduciary in connection with the initial issue by Banque de Luxembourg of the EUR 400 million EFG Fiduciary Certificates on 14 November 2004 and 17 January 2005. The preference rights attached to the Class B Bons de Participation

consist of preferential dividend and liquidation rights, as mainly set out in article 13 of the articles of association of EFGI. The preferential dividend rights are expressed to remain at all times at the full discretion of the general meeting of shareholders.

EFGI has no profit sharing certificates ( Genussscheine ) outstanding.

Legal Information

EFGI was incorporated as a corporation ( Aktiengesellschaft ) with unlimited duration according to Art. 620 et seq. of the Swiss Code of Obligations under the name "EFG International" and registered in the Register of Commerce in Zurich on 8 September 2005 under the register number (CH-020.3.028.719- 1). As of 7 May 2008, it changed its name to "EFG International AG". Its registered and principal office is located at Bleicherweg 8, CH-8001, Zurich, Switzerland; its telephone number is +41 44 226 1850.

The Company publishes financial information and press releases in the electronic media and on its website at http://www.efginternational.com. Notices in respect to the Notes are published in accordance with Condition 13 of the Conditions.

Business Purpose

Article 2 of the articles of association of EFGI dated 13 March 2017 states:

"The purpose of the company is to hold direct and/or indirect interests in all types of businesses in Switzerland and abroad, in particular in the areas of banking, finance, asset management and insurance. The company has the power to establish new businesses, acquire a majority or minority interest in existing businesses and provide related financing."

Dividends

The following table outlines the distributions paid by EFGI on the Ordinary Shares for the years ended 31 December:

Di vidends per Ordinary Share CHF 2015 ...... 0.25 2014 ...... 0.25 2013 ...... 0.20 2012 ...... 0.10 2011 ...... 0.10

Subsidiary Undertakings

A list of EFGI's subsidiary undertakings as at 31 December 2016 is set out in note 30 of the EFGI Group's 2016 audited consolidated ﬁnancial statements and as included elsewhere in this Information Memorandum.

Legal and Regulatory Matters

The EFGI Group is involved in legal proceedings in the course of normal business operations. The EFGI Group establishes provisions for current and threatened pending legal proceedings if management is of the opinion that the EFGI Group is more likely than not to face payments or losses and if the amount of such payments or losses can be reasonably estimated. The latest provisions set aside for such matters are documented in note 40 of the EFGI Group's 2016 audited consolidated ﬁnancial statements.

There are also contingent liabilities that management is aware of that are related to legal proceedings which could have a material effect on the EFGI Group. However, based on presently available information and assessments, the EFGI Group currently does not expect that any of these contingent liabilities will result in material provisions or other liabilities. These contingent liabilities are listed

below.

The EFGI Group is engaged in certain litigation proceedings mentioned below and is vigorously defending the cases. The EFGI Group believes it has strong defences to the claims. The EFGI Group does not expect the ultimate resolution of any of the below mentioned proceedings to which the EFGI Group is party to have a significantly adverse effect on its financial position.

• Several entities in the EFGI Group have been named as defendants in lawsuits by the liquidators of Fairfield Sentry Ltd. and Fairfield Sigma Ltd. in the U.S. Bankruptcy Court for the Southern District of New York and in the High Court of Justice of the British Virgin Islands, asserting that redemption payments received by the EFGI Group entities on behalf of clients should be returned to Fairfield Sentry Ltd. and Fairfield Sigma Ltd. The amount claimed is uncertain, but the EFGI Group believes the amount claimed is approximately USD 211 million. The EFGI Group entities have obtained a complete and final dismissal of the lawsuits in the British Virgin Islands. They keep vigorously defending the lawsuits in New York and believe they have strong defences to the claims.

• The Trustee of Bernard L, Madoff Investment Securities LLC (“ BLMIS” ) has filed a complaint in the U.S. Bankruptcy Court for the Southern District of New York (“ SDNY ”) asserting that redemption payments totalling USD 411 million allegedly received by certain EFGI Group entities on behalf of clients through Fairfield and Kingate feeder funds should be returned to BLMIS. This action includes the redemptions claimed by the Fairfield liquidators (see previous paragraph). The EFGI Group entities are vigorously defending the cases and believe they have strong defences to the claims. The EFGI Group entities have obtained a complete dismissal of the Madoff action in the SDNY, which is now subject to appeal by BLMIS.

• The EFGI Group is engaged in litigation proceedings initiated by a client claiming that he has been misled insofar as he thought that his investments were capital protected, that the agreed investment strategy has not been followed and that unauthorised transactions were performed. The amount claimed is approximately EUR 49 million plus interest. The Group entities are vigorously defending the cases and believe they have strong defences to the claims.

• Various claims have been made against the Group in several jurisdictions for approximately USD 28 million, which the Group is vigorously defending. These proceedings relate to alleged mismanagement practices by a party unrelated to the Group, who was a former investment manager of a fund for which the Group acted as the administrator and custodian. In addition the Group is being sued by the investors in the fund and the fund itself for approximately USD 9 million on the grounds of various alleged breaches. In return the EFGI Group has filed a claim against the investment manager. The EFGI Group strongly believes that there has been no wrongdoing on its part and that it has strong defences to the claims.

• The EFGI Group has been named as a co-defendant in litigation brought against certain individuals who have allegedly diverted approximately CAD 127 million from their employer for their own benefit. The plaintiffs allege that an employee of the EFGI Group acted on behalf of the alleged fraudsters and executed numerous potentially fraudulent transactions while being fully aware of the wrong doings, and by doing so participated in causing damage to the plaintiffs. The plaintiffs also claim approximately CAD 13 million as compensation for incurred for reputational damage. The EFGI Group is vigorously defending the case and believes it has strong defences to the claims.

• The EFGI Group is defending against a civil claim by a client who alleges that due to a breach of duties in providing investment management services by the EFGI Group, he suffered losses on one of his accounts ranging from USD 2 million to USD 11 million. The EFGI Group is vigorously defending the case and believes it has strong defences to the claims.

• The EFGI Group has extended a loan of USD 193.8 million (amount as of 31 December 2016) to an affiliate of a Taiwanese insurance company which was placed in receivership in 2014. The loan is secured by the assets of another affiliate of the insurance company. The former ultimate beneficial owner and chairman of the insurance company also gave the EFGI Group a personal

guarantee covering the loan. The overall relationship with this insurance company included accounts held at EFG in Hong Kong, Singapore and Switzerland. A Taiwanese Court found the former ultimate beneficial owner and former chairman of the insurance company guilty of various criminal offenses related to the misappropriation of funds of the insurance company and its subsidiaries, including the proceeds of the loan extended by the EFGI Group. The receiver of the insurance company has commenced civil legal and arbitration proceedings against the EFGI Group in Taiwan challenging the validity and enforceability of the collateral and the loans and seeking recovery of the underlying assets plus interest. The EFGI Group considers this challenge without merit and therefore views the collateral as valid and fully recoverable. The EFGI Group is currently seeking to enforce the personal guarantee from the former chairman of the insurance company. It has informed the competent regulatory authorities and fully cooperates with them in connection with their ongoing review of the matter. An investigation by a regulator in East Asia is on-going and may result in fines or other sanctions. The EFGI Group has made a provision only for unpaid interest on the loan as it considers the full outstanding principal amount of the loan to be fully cash collateralised. If the pledge of collateral is held to be unenforceable or void, the EFGI Group could incur a loss that would materially affect its results of operations and financial condition.

• The liquidator of an investment company has brought a claim against the EFGI Group in the Commercial Court of Paris. The liquidator alleges that the EFGI Group is liable for processing a specific transfer of USD 50 million. The EFGI Group is vigorously defending against the claim and believes it has strong defences to the claim.

• Clients have brought legal claims against the EFGI Group for CHF 13.6 million, alleging that the EFGI Group performed investments without a formal authorisation. The EFGI Group is vigorously defending against these claims and believes it has strong defences to the claims.

• The EFGI Group is the defendant in two civil proceedings pending before the Court of Torre Annunziata, arising from its role as a trustee of certain trusts associated with three families who owned an Italian shipping company which was declared bankrupt in 2012, allegedly causing aggregate losses to approximately 13,000 bondholders through the issuance of approximately EUR 1 billion of bonds that did not comply with applicable laws. In 2014, members of the families involved were convicted for embezzlement and fraud in Italy. The claimants in the civil proceedings claim that the EFGI Group was aware of the embezzlement scheme and the EFGI Group, in its capacity as trustee of these trusts, would be liable for damages and disgorgement of assets and profits should it be found to have committed any wrongdoing. The EFGI Group is vigorously defending against the claim and believes it has strong defences to the claims. The EFGI Group is entitled to indemnification against any loss that may arise from these matters from the seller of the BSI.

• The counterparty in a share transaction brought a claim against the EFGI Group for CHF 90 million related to a shareholders agreement, where the EFGI Group sold their minority holding in a company that was also a supplier of services to the EFGI Group. The buyer of the minority holding has brought a claim for losses allegedly suffered from the EFGI Group terminating its contract with that supplier. The EFGI Group is vigorously defending against the claim and believes it has strong defences to the claim. EFGI is entitled to indemnification against any loss that may arise from this claim from the seller of the BSI.

The following contingent liabilities that management is aware of, could have a material effect on the EFGI Group. However, based on presently available information and assessments, the EFGI Group is not able to reliably measure the possible obligation.

• The DoJ and the Office of the Attorney General in Switzerland are currently conducting criminal investigations into money-laundering allegations involving 1Malaysia Development Berhad (“1MDB ”), a sovereign wealth fund owned by the government of Malaysia. Certain 1MDB- related accounts were opened and maintained by the EFGI Group and they are currently under review. DoJ has issued requests for assistance to the Swiss authorities in obtaining information for some of the 1MDB-related accounts. The U.S. and Swiss authorities are also investigating whether the EFGI Group and other financial institutions complied with their anti-money

laundering obligations in connection with the 1MDB-related accounts. The EFGI Group is cooperating fully with the Swiss and U.S. authorities in these ongoing investigations. The EFGI Group is entitled to indemnification against losses that may arise from these matters from the seller of BSI (see note 31 of the EFGI Group's 2016 audited consolidated ﬁnancial statements and details included elsewhere in this Information Memorandum) (the "1MDB Matter ”).

• In 2015, the U.S. Attorney’s Office for the Eastern District of New York and the Office of the Attorney General in Switzerland initiated criminal investigations into bribery and money- laundering allegations involving officials of Federation Internationale de Football Association (“FIFA ”) and its member associations and related parties. Certain FIFA-related accounts were opened and maintained by the EFGI Group and they are currently under review. The DoJ has issued requests for assistance to the Swiss authorities in obtaining information for some of the FIFA-related accounts. The U.S. and Swiss authorities are also investigating whether the EFGI Group and other financial institutions complied with their anti-money laundering obligations in connection with the FIFA-related accounts. The EFGI Group is cooperating fully with the Swiss and U.S. authorities in these ongoing investigations. The EFGI Group is entitled to indemnification against losses that may arise from these matters from the seller of BSI (see note 31 of the EFGI Group's 2016 audited consolidated ﬁnancial statements included and details elsewhere in this Information Memorandum) (the “ FIFA Matter ”).

• Under the Sale and Purchase Agreement for the Acquisition, the EFGI Group could become subject to indemnification claims by the seller, which depending on the merits of the claim, could lead to a significant outflow.

100

SELLING AND TRANSFER RESTRICTIONS

General

Neither the Issuer nor the Guarantor nor any Joint Lead Manager has made any representation that any action will be taken in any jurisdiction by the Joint Lead Managers or the Issuer or the Guarantor that would permit a public offering of the Notes, or possession or distribution of this Information Memorandum (in preliminary, proof or final form) or any other offering or publicity material relating to the Notes (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. Each Joint Lead Manager has agreed that it will comply to the best of its knowledge and belief in all material respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers notes or has in its possession or distributes this Information Memorandum (in preliminary, proof or final form) or any such other material, in all cases at its own expense. It will also ensure that no obligations are imposed on the Issuer or the Guarantor in any such jurisdiction as a result of any of the foregoing actions.

United States of America and U.S. persons

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Joint Lead Manager has represented and agreed that it has offered and sold the Notes, and agrees that it will offer and sell the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, neither it, its affiliates, nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Joint Lead Manager has represented and agreed that it agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act ”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this paragraph have the meanings given to them by Regulation S.

Japan

The Notes are not being registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “ Financial Instruments and Exchange Act ”). Accordingly, each of the Joint Lead Managers, the Issuer and the Guarantor has represented, warranted and agreed that it will not directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

United Kingdom

Each of the Joint Lead Managers, the Issuer and the Guarantor has represented and agreed that:

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a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes which are the subject of the offering contemplated by this Information Memorandum in circumstances in which section 21(1) of the FSMA does not apply to the Relevant Issuer or the Guarantor; and b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

Singapore

Each Joint Lead Managers, the Issuer and the Guarantor has acknowledged that this Information Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has represented and agreed that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “ SFA ”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of such trust) where the transfer arises from an offer referred to Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Taiwan

The Notes may be made available outside Taiwan, the Republic of China (“ Taiwan ”) for purchase outside Taiwan by investors resident or domiciled in Taiwan but are not permitted to be offered or sold

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in Taiwan. No person or entity in Taiwan has been authorised to offer or sell the Notes in Taiwan.

Hong Kong

Each of the Joint Lead Managers, the Issuer and the Guarantor has represented and agreed that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “ Securities and Futures Ordinance ”) and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Guernsey

Each of the Joint Lead Managers, the Issuer and the Guarantor has represented and agreed that it has not offered or sold and will not offer or sell, at any time, any Notes to any person resident in the Bailiwick of Guernsey or resident for the purposes of the Income Tax (Guernsey) Law 1975 in Guernsey, Alderney or Herm.

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TAXATION

Swiss Taxation

General

The following information is of a general nature only and is based on the laws in force in Switzerland as of the date of this Information Memorandum. It does not purport to be a comprehensive description of all tax implications that might be relevant to an investment decision. It is included herein solely for preliminary information purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should consult their professional advisers with respect to particular circumstances, the effects of state, local or foreign laws to which they may be subject and as to their tax position.

Swiss Withholding Tax

Payments of interest on, and repayment of principal of, the Notes, by the Issuer, or the Guarantor, as the case may be, will not be subject to Swiss withholding tax, even though the Notes are guaranteed by the Guarantor, provided that the Issuer uses the proceeds from the offering and sale of the Notes at all times they are outstanding outside of Switzerland unless their use in Switzerland is permitted under the Swiss taxation laws in force from time to time without payments in respect of the Notes becoming subject to withholding or deduction for Swiss withholding tax as a consequence of such use of proceeds in Switzerland. The Issuer and the Guarantor undertake to use at all times the Notes are outstanding use the proceeds from the offering and sale of the Notes in a way that does not constitute a use of proceeds in Switzerland for Swiss withholding tax purposes.

On 4 November 2015, the Swiss Federal Council announced that it had mandated the Swiss Federal Finance Department to appoint a group of experts to prepare a proposal for a reform of the Swiss withholding tax system. The proposal is expected to, among other things, replace the current debtor- based regime applicable to interest payments with a paying agent-based regime for Swiss withholding tax. This paying agent-based regime is expected to be similar to the one contained in the draft legislation published by the Swiss Federal Council on 17 December 2014, which was subsequently withdrawn on 24 June 2015. If such a new paying agent-based regime were to be enacted and were to result in the deduction or withholding of Swiss withholding tax by a paying in Switzerland on any interest payments in respect of a Note neither the respective Issuer, nor the Guarantor nor a paying agent nor any other person would pursuant to the Terms and Conditions of the Notes be obliged to pay additional amounts with respect to any Note as a result of the deduction or imposition of such withholding tax.

Swiss Securities Turnover Tax

The issue, and the sale and delivery, of the Notes on the Issue Date to the initial Noteholders is not subject to Swiss securities turnover tax ( Umsatzabgabe ) (primary market).

The trading of the Notes in the secondary market is subject to Swiss securities turnover tax at a rate of 0.30 per cent. of the consideration paid for the Notes traded, however, only if a Swiss securities dealer, as defined in the Swiss federal stamp tax act ( Bundesgesetz über die Stempelabgaben ), is a party or an intermediary to the transaction and no exemption applies in respect of one of the parties to the transaction. Subject to applicable statutory exemptions, generally half of the tax is charged to one party to the transaction and the other half to the other party. Where both the seller and the purchaser of the Notes are not residents of Switzerland or the Principality of Liechtenstein, no Swiss securities turnover tax will apply.

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Swiss Income Taxation

Notes held by Non-Swiss Holders

Noteholders who are not residents of Switzerland for tax purposes and who during the taxable year have not held Notes through a permanent establishment within Switzerland are not subject to any Swiss income tax in respect of their Notes. For a discussion of the potential new Swiss withholding tax legislation replacing the current issuer-based withholding tax system for a paying-agent based system, see above under "—Swiss Withholding Tax" , for a discussion of the automatic exchange of information in tax matters, see below under "—Exchange of Information in Tax Matters" and for a discussion of the Swiss facilitation of the implementation of the Foreign Account Tax Compliance Act, see below under "—Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act" .

Notes held as Private Assets by Swiss Resident Holders

Individuals who reside in Switzerland and hold Notes as private assets are required to include all payments of interest on the Notes, or under the Subordinated Guarantee, as the case may be, in their personal income tax return for the relevant tax period and are taxable on any net taxable income (including the payments of interest on the Notes) for such tax period at the then prevailing tax rates.

The gain realised on the sale or other disposal or redemption of Notes, relating, inter alia , to interest accrued, or a market interest rate change or a foreign currency exchange rate change, is a tax-free private capital gain. Conversely, a loss, including relating to, inter alia , a market interest rate change or a foreign currency exchange rate change, realised on the sale or other disposal or redemption of Notes, or a loss resulting from a Write-Off is a non-tax-deductible private capital loss. Refer to "— Notes held as Assets of a Trade or Business in Switzerland " below for a summary of the taxation treatment of Swiss resident individuals who, for income tax purposes, are classified as "professional securities dealers".

Notes held as Assets of a Trade or Business in Switzerland

Individuals who hold Notes through a business in Switzerland, and Swiss-resident corporate taxpayers, and corporate taxpayers resident abroad holding Notes through a permanent establishment situated in Switzerland, are required to recognise payments of interest and a gain or loss realised on the disposal or redemption of Notes (including relating to accrued interest, a change of market interest rates or a foreign currency exchange rate change), or, as the case may be, a loss realised upon a Write-Off in their income statement for the relevant tax period, and will be taxable on any net taxable earnings for such tax period at the then prevailing tax rates. The same taxation treatment also applies to Swiss-resident individuals who, for Swiss income tax purposes, classify as “professional securities dealers” for reasons of, inter alia , frequent dealings, or leveraged transactions, in securities.

Exchange of Information in Tax Matters

Switzerland has concluded a multilateral agreement with the EU on the international automatic exchange of information (“ AEOI ”) in tax matters (the “ AEOI Agreement ”), which is replacing the repealed EU savings tax agreement and the repealed agreements of Switzerland with Austria and UK on final withholding taxes. The AEOI Agreement became effective as of 1 January 2017, and applies to all 28 member states and also Gibraltar. In addition, Switzerland has concluded the multilateral competent authority agreement on the automatic exchange of financial account information (“ MCAA ”), and based on the MCAA, a number of bilateral AEOI agreements. These bilateral agreements became effective on 1 January 2017, or, subject to ratification, will become effective on 1 January 2018. Based on the AEOI Agreement and the bilateral agreements and the implementing laws of Switzerland, Switzerland began or will begin to collect data in respect of financial assets, including Notes, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of residents in a EU member state or a treaty state from 2017 or 2018, and begin to exchange it from 2018 or 2019, depending on the effectiveness date of the agreement. Switzerland has announced to conclude further AEOI agreements with further countries. An updated list of AEOI agreements of Switzerland can be found on: www.sif.admin.ch/sif/en/home/themen/internationale- steuerpolitik/automatischer-informationsausausch.html.

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Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the U.S. to facilitate the implementation of the U.S. Foreign Account Tax Compliance Act (" FATCA "). The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent, and instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the U.S. and Switzerland.

Singapore Taxation

The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and administrative guidelines and circulars issued by the Inland Revenue Authority of Singapore and the MAS in force as at the date of this Information Memorandum and are subject to any changes in such laws, administrative guidelines or circulars, or the interpretation of those laws, guidelines or circulars, occurring after such date, which changes could be made on a retroactive basis. These laws, guidelines and circulars are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Information Memorandum are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. Prospective holders of the Notes are advised to consult their own professional tax advisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of the Notes, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of the Issuer, the Guarantor, the Joint Lead Managers and any other persons involved in the offer of the Notes accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Notes.

Interest and Other Payments

Subject to the following paragraphs, under Section 12(6) of the Income Tax Act, the following payments are deemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15 per cent. final withholding tax described below) to non-resident persons (other than non-resident individuals) is currently 17 per cent. The applicable rate for non-resident individuals is currently 22 per cent. However, if the payment is derived by a person not resident in Singapore from sources otherwise than from its trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15 per cent. The rate of 15 per cent. may be reduced by applicable tax treaties.

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However, certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including:

(a) interest from debt securities derived on or after 1 January 2004;

(b) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and

(c) prepayment fee, redemption premium and break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession.

Capital Gains

Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.

Holders of the Notes who apply or are required to apply Singapore Financial Reporting Standard 39 (" FRS 39 ") may for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal, in accordance with FRS 39. Please see the section below on "Adoption of FRS 39 treatment for Singapore income tax purposes".

Adoption of FRS 39 Treatment for Singapore income tax purposes

The Inland Revenue Authority of Singapore has issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 - Financial Instruments: Recognition and Measurement” (the “FRS 39 Circular ”). The Income Tax Act has since been amended to give effect to the FRS 39 Circu- lar.

The FRS 39 Circular generally applies, subject to certain “opt-out” provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes.

Holders of the Notes who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes.

The Accounting Standards Council has issued a new financial reporting standard for financial instruments, FRS 109 – Financial Instruments, which will become mandatorily effective for annual periods beginning on or after 1 January 2018. The Inland Revenue Authority of Singapore has issued a consultation paper “Proposed Income Tax Treatment Arising from the Adoption of FRS 109 – Financial Instruments” on 1 July 2016 and the closing date for submission of comments was 1 August 2016. Holders and prospective holders of the Notes should consult their own accounting and tax advisers on the proposed tax treatment to understand the implications and consequences that may be applicable to them.

Estate Duty

Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February 2008.

Guernsey Taxation

The following summary is of a general nature and is included herein solely for information purposes. It is based on the laws presently in force in the Bailiwick of Guernsey, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including tax law

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in the Bailiwick of Guernsey, to which they may be subject.

Noteholders who are resident for tax purposes in Guernsey, Herm and Alderney will be liable to income tax in Guernsey at the appropriate rate on income arising from their holding of Notes. However, any tax payable will not be collected by way of deduction or withholding from any payments made to them of such income.

Noteholders resident outside of Guernsey, Herm or Alderney will not be subject to any tax in Guernsey in respect of any payments to them in respect of the Notes, provided such payments are not taken into account in computing the profits of any permanent establishment situate in Guernsey through which such Noteholder carries on a business in Guernsey.

Guernsey does not currently levy taxes upon capital inheritances, capital gains (with the exception of a dwellings profits tax which is currently suspended until further notice), gifts, sales or turnover, nor are there any estate duties (save that ad valorem fees are payable in respect of the grant of any probate).

No stamp duty is chargeable in Guernsey on the issue, transfer or redemption of Notes.

European Union Directive on the Taxation of Savings Income

Although not a Member State of the European Union, Guernsey, in common with certain other jurisdictions, entered into bilateral agreements with EU Member States on the taxation of savings income.

On 24 March 2014 the Council of the European Union formally adopted a directive to amend the EU Savings Tax Directive (2003/48/EC) (the “EU Savings Tax Directive”). The amendments were to significantly widen the scope of the EU Savings Tax Directive. EU Member States were required to adopt national legislation to comply with the amended EU Savings Tax Directive by 1 January 2016. The amended EU Savings Tax Directive was anticipated to be applicable from 2017.

On 18 March 2015 the European Commission announced a proposal to repeal the EU Savings Tax Directive from 1 January 2017 in the case of Austria and from 1 January 2016 in the case of all other EU Member States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the EU Savings Tax Directive and the automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU). The proposal also provides that EU Member States will not be required to apply the amendments adopted on 24 March 2014. This proposal was formally adopted by the Council of the European Union on 10 November 2015. Guernsey, along with other dependent territories, will consider the effect of the repeal of the EU Savings Tax Directive in the context of the existing bilateral agreements and domestic law. It is likely that such bilateral agreements and domestic law will be repealed.

Prospective purchasers of these Notes should consult their tax advisors concerning the impact of the Directive and the bilateral agreement or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such Directive or agreements. Notwithstanding the above, for the avoidance of doubt, should the Issuer, any Guernsey paying agent or any institution where the Notes are deposited be required to withhold any amount as a direct or indirect consequence of the Directive, then, there is no requirement for the Issuer (or the Guarantor, as the case may be) nor the Paying Agent nor any other person to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax.

The proposed financial transactions tax ("FTT")

On 14 February 2013, the European Commission published a proposal (the " Commission's Proposal ") for a Directive for a common FTT in Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia, Slovakia (the " participating Member States ") and Estonia. However, Estonia has since stated that it will not participate. The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under the Commission's Proposal, the FTT could apply in

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certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. The FTT remains subject to negotiation between participating Member States and the legality of the proposal is uncertain. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate and/or certain of the participating Member States may decide to withdraw. Prospective Noteholders are advised to seek their own professional advice in relation to the FTT.

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GENERAL INFORMATION

Authorisation

The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated 20 March 2017 and the giving of the Subordinated Guarantee was duly authorised by resolutions of the Board of Directors of the Guarantor dated 20 March and 29 March 2017.

Documents Available

So long as the Notes are listed on the SIX Swiss Exchange, copies of the following documents will, when published, be available from the registered office of the Issuer and/or the Guarantor, as applicable:

(a) the constitutional documents (with an English translation thereof) of the Issuer;

(b) the constitutional documents (with an English translation thereof) of the Guarantor;

(d) a copy of the Agency Agreement; and

(e) a copy of this Information Memorandum and any supplements thereto.

Admission to Trading and Listing

The Notes are expected to be provisionally admitted to trading on SIX from 5 April 2017 and application will be made for the Notes to be listed in compliance with the Standard for Bonds on SIX. The last day for trading will be the second SIX trading day prior to the date on which the Notes are fully redeemed or written-off in accordance with the Conditions.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The Swiss Security Number for the Notes is 36281877. The International Securities Identification Number (“ ISIN ”) and Common Code for the Notes are XS1591573180 and 159157318, respectively. The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, société anonyme , 42 Avenue JF Kennedy, L-1855 Luxembourg.

Representation

In accordance with article 43 of the Listing Rules of SIX, Credit Suisse AG has been appointed by the Issuer as representative for the listing application with the Regulatory Board of SIX.

No Material Change

Save as disclosed herein, there has been no material change in the assets and liabilities, financial position or profits and losses of the Issuer, the Guarantor, or the EFGI Group since 31 December 2016 and since 31 December 2016 there has been no significant change in the financial or trading position of the Issuer or the Guarantor.

Court, Arbitral and Administrative Proceedings

Save as disclosed herein, there are no pending or threatened court, arbitral or administrative proceedings that are of material importance to the Issuer’s, the Guarantor’s or EFGI Group’s assets and liabilities or profits and losses.

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Joint Lead Managers transacting with the Issuer and the Guarantor

The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and/or other related transactions with, and may perform services to the Issuer, the Guarantor and/or their affiliates and may perform services for them, in each case in the ordinary course of business.

111 INDEX TO FINANCIAL STATEMENTS Page

Unaudited Annual Report and Financial Statements of EFG International (Guernsey) Limited for the year ended 31 December 2016

Report of the Directors F-4

Statement of Comprehensive Income F-7

Statement of Financial Position F-8

Statement of Cash Flows F-9

Notes to the Consolidated Financial Statements F-11

Audited Annual Report and Financial Statements of EFG International (Guernsey) Limited for the year ended 31 December 2015

Report of the Directors F-27

Independent Auditors Report F-30

Statement of Comprehensive Income F-32

Statement of Financial Position F-33

Statement of Cash Flows F-34

Statement of Changes in Equity F-35

Notes to the Financial Statements F-36

F-1 EFG INTERNATIONAL (GUERNSEY) LIMITED

ANNUAL REPORT ANT) FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

EFG Fund Services Jersey, Channel Islands

F-2 LFG INTERNATIONAL (GUERNSEY) LIMITED 1 FOR THE YEAR ENDED 31 DECEMBER 2016

CONTENTS

Pages

Report of the Directors 2 to 4

Statement of Comprehensive Income 5

Statement of Financial Position 6

Statement of Cash Flows 7

Statement of Changes in Equity 8

Notes to the Financial Statements 9 - 22

F-3 EFG INTERNATIONAL (GUERNSEY) LIMITED 2 FOR THE YEAR ENDED 31 DECEMBER 2016

REPORT OF THE DIRECTORS

The Directors present their report and financial statements of EFG International (Guernsey) Limited (the "Company") for the year ended 31 December 2016. These financial statements have been prepared according to The Companies (Guernsey) Law, 2008, and agreed with the accounting records that have themselves been maintained in accordance with such laws. The financial statements have been prepared in accordance with the principles set out under the International Financial Reporting Standards ("TIERS").

Incorporation The Company was incorporated and is registered in Guernsey, Channel Islands on 28 September 2011 with registered number 54029.

Activities The Company is a fmance vehicle established by EFG International AG for the purpose of issuing Resettable Guaranteed Subordinated Notes due in 2022, which are listed on the Luxembourg Stock Exchange. The Company is a wholly owned subsidiary of EFG International AG. The Company redeemed the Resettable Guaranteed Subordinated Notes on 13 January 2017, which was financed by a buy back of the Class B Shares owned by the Company of EFG Finance (Guernsey) Limited.

Results The results for the year are set out on page 7.

Directors The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:

David Gerard Gardner Julie Collins Sean Andrew Coughlan (Resigned 29 July 2016)

Secretary

The secretary who held office throughout the year was EFG Secretaries Limited.

Directors' Responsibilities for the financial statements

The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with applicable Guernsey law and International Financial Reporting Standards, of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those fmancial statements, the Directors are required to:

i) select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

iii) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the ftnancial statements; and

F-4 EFG INTERNATIONAL (GUERNSEY) LIMITED 3 FOR THE YEAR ENDED 31 DECEMBER 2016

REPORT OF THE DIRECTORS (CONTINUED)

Directors' Responsibilities for the financial statements (continued)

iv) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the ftnancial position of the Company and enable them to ensure that the fmancial statements comply with The Companies (Guernsey) Law, 2008 as required. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Statement of persons responsible within the issuer

With regard to Regulation 2004/109/EC, as amended by Regulation 2013/50/EU of the European Union (the "EU Transparency Directive"), the Directors of the Company whose names appear on page 2 confirm, to the best of their knowledge, that the financial statements for the period ended 31st December 2016 give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by the applicable accounting standards. The Report of the Directors gives a fair review of the development of the Company's business, financial position and the important events that have occurred during the financial period and their impact on the financial statements. The principal risks and uncertainties faced by the Company are disclosed in Note 11 of these financial statements.

Financial Risk Management

The Directors can confirm that they have considered the applicable risks as disclosed in Note 11.

F-5 EFG INTERNATIONAL (GUERNSEY) LIMITED 4 FOR THE YEAR ENDED 31 DECEMBER 2016

REPORT OF THE DIRECTORS (CONTINUED)

Going concern In accordance with their responsibilities, the Directors have considered the appropriateness of the going concern basis for the preparation of the Financial Statements. While the Company is loss making and has retained losses, the Directors have determined that the Financial Statements should be prepared on a going concern basis because of the overdraft facility in place with EFG Bank, and the guarantee agreed with EFG International AG relating to all obligations associated with the issued loan notes. Further details on this matter are disclosed in notes 2 and 11 of the Financial Statements.

Dividend The Directors do not recommend the payment of a dividend for the year ended 31 December 2016 (2015: nil).

Independent Auditors

The independent auditors, PricewaterhouseCoopers CI LLP, have been approved as auditors to the Company and the auditors have expressed their willingness to be appointed as auditor of the Company for next year.

F-6 EFG INTERNATIONAL (GUERNSEY) LIMITED 5 FOR THE YEAR ENDED 31 DECEMBER 2016

STATEMENT OF COMPREHENSIVE INCOME

Year ended Year ended 31 December 2016 31 December 2015

EUR EUR Notes Income Dividend income 7 1,383,291 1,393,432 Revaluation gain 2,5 325,775 1,109,587 Foreign exchange gain 6,958 Total income 1,716,024 2,503,019

Expenses Interest expense 8 5,408,320 5,408,320 Amortisation of loan notes 9 20,302,107 1,939,171 Administration fees 46,292 54,940 Legal and Professional fees 3,839 6,908 Audit fees 24,383 64,780 Agents fees 8,691 7,022 Foreign exchange loss 4,740 Bank charges 235,327 124,363 Total operating expenses 26,028,959 7,610,244

Operating loss for the year (24,312,935) (5,107,225)

Total comprehensive loss for the year (24,312,935) (5,107,225)

There were no items of Other Comprehensive Income in the year ended 31 December 2016

The Notes on pages 9 to 22 form an integral part of these financial statements

F-7 EFG INTERNATIONAL (GUERNSEY) LIMITED 6 AS AT 31 DECEMBER 2016

STATEMENT OF FINANCIAL POSITION As at As at 31 December 2016 31 December 2015

Notes EUR EUR Assets

Non-current assets Financial assets at fair value through profit and loss 5 76,805,210 Current assets Financial assets at fair value through profit and loss 5 77,130,985 Trade and other receivables 1,208 133 77,132,193 133

Total assets 77,132,193 76,805,343

Equity and Liabilities

Capital and reserves Share capital 10 1,000 1,000 Share premium 10 3,499,000 3,499,000 Retained earnings (7,712,514) 16,600,421 Total Shareholders equity (4,212,514) 20,100,421

Non-current liabilities Loan notes payable 9 - 47,029,449

Current liabilities Loan notes payable 9 67,331,556 Interest payable 8 5,230,511 5,230,511 Trade and other payables 10,405 60,534 Bank Overdraft 6 8,772,235 4,384,428 81,344,707 9,675,473

Total liabilities 81,344,707 56,704,922

Total equity and liabilities 77,132,193 76,805,343

The Notes on pages 9 to 22 form an integral part of these financial statements

F-8 LFG INTERNATIONAL (GUERNSEY) LINITTED 7 FOR THE YEAR ENDED 31 DECEMBER 2016

STATEMENT OF CASH FLOWS

Year ended Year ended 31 December 2016 31 December 2015

Notes EUR EUR

Cash flows from operating activities Operating loss (24,312,935) (5,107,225) Adjustments for: Revaluation gain on financial assets at fair value 5 (325,775) (1,109,587) through profit and loss Amortisation of loan notes 9 20,302,107 1,939,171 (Increase)/Decrease in receivables (1,075) 1,389 (Decrease)/Increase in payables (50,129) 45,915 Net cash outflow from operating activities (4,387,807) (4,230,337)

Net decrease in cash and cash equivalents and (bank overdrafts) (4,387,807) (4,230,337)

Cash and cash equivalents and (bank overdrafts) at start of year (4,384,428) (154,091)

Cash and cash equivalents and (bank overdrafts) at end of year (8,772,235) (4,384,428)

The Notes on pages 9 to 22 form an integral part of these financial statements

F-9 EFG INTERNATIONAL (GUERNSEY) LIMITED 8 FOR THE YEAR ENDED 31 DECEMBER 2016

STATEMENT OF CHANGES IN EQUITY

Share Share Retained Capital Premium Earnings Total

Balance as at 31 December 2014 1,000 3,499,000 21,707,646 25,207,646 Total comprehensive loss for the year (5,107,225) (5,107,225) Balance as at 31 December 2015 1,000 3,499,000 16,600,421 20,100,421

Share Share Retained Capital Premium Earnings Total

Balance as at 31 December 2015 1,000 3,499,000 16,600,421 20,100,421 Total comprehensive loss for the year - (24,312,935) (24,312,935) Balance as at 31 December 2016 1,000 3,499,000 (7,712,514) (4,212,514)

The Notes on pages 9 to 22 form an integral part of these fmancial statements

F-10 NOTES TO THE FINANCIAL STATEMENTS

1. General information

The Company is a limited liability company domiciled in Guernsey. The address of the registered office is EFG House, St Julian's Avenue, St Peter Port, Guernsey, GY1 4NN. The Company has issued loan notes which are listed on the Luxembourg Stock Exchange.

The Company is a finance vehicle established by EFG International AG for the purpose of issuing Resettable Guaranteed Subordinated Notes due in 2022. The Company is a wholly owned subsidiary of EFG International AG.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these fmancial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated in Note 2 below.

2.1 Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investments held at fair value through profit or loss, as detailed in Note 2.2.

(a) Standards, amendments and interpretations effective in the current period which have had an effect on the Company

There are no new standards, interpretations and amendments to existing standards that are effective for the first time for the financial year beginning 1 January 2016 that would be expected to have a material impact on the Company.

(b) New standards and interpretations not yet adopted

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

F-11 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2.1 Basis of preparation (continued)

(b) New standards and interpretations not yet adopted (continued)

'FRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in 1AS 39 that relates to the classification and measurement of fmancial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for fmancial assets: amortised cost, fair value through OCT and fair value through P&L. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in JAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the 'hedged ratio' to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under JAS 39. The standard is effective for accounting periods beginning on or after 1 January 2018. The Company is yet to assess IFRS 9's full impact.

Beyond the information given above, it is not practicable to provide a reasonable estimate of the effect of this Standard and Interpretation until a detailed review has been completed.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and exercise of judgment by the Directors while applying the applicable accounting policies. These estimates are based on the Director's best knowledge of the events that existed at the balance sheet date; however, the actual results may differ from these estimates and assumptions have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. One of the areas requiring a higher degree of judgement and which involves significant assumptions is the valuation of investments, which are classified as fmancial assets at fair value through profit or loss (see Note 5) and amortisation of loan notes (see Note 9).

(d) Going concern

The Company meets its day to day working capital requirements through its bank facilities. The Company also has guarantees at group level relative to its interest payments. A guarantee is in place between EFG International AG and the Company, where EFG International AG has agreed to guarantee, on a suborordinated basis, the obligations of the Company to pay principal, interest and all other amounts payable on all outstanding Loan Notes for the benefit of the holders of the Loan Notes and the interest coupons. After making enquiries the directors have a reasonable expectation that EFG International AG and its subsidiaries ("the Group") has adequate resources to continue to maintain the Company in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis of accounting in preparing its annual financial statements. Please refer to Note 11, liquidity risk, for further information on the Company's liquidity.

F-12 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2.2 Financial assets at fair value through profit or loss

(a) Classification

The Company has designated its investments at fair value through profit or loss as outlined in Note 5.

(b) Recognition / derecognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investment at its market value. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Financial assets at fair value through profit or loss are initially recognised at fair value. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of fmancial assets at fair value through profit or loss category are presented in the statement of comprehensive income in the period in which they arise.

(d) Fair value estimation

In accordance with 'FRS 13 Fair Value Measurement the Company's policy is to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - Quoted price (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within the level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3 - Inputs for asset or liability that are not based on observable market data (that is, unobservable inputs).

The valuation of investments is considered by the Directors to be the main critical accounting judgments and key source of estimation uncertainty, more detail on their valuation is given in note 5.

2.3 Foreign currency translation

(a) Functional and presentation currency

Items included in the fmancial statements are measured using the currency of the primary economic environment in which the Company operates ("the Functional Currency"). The fmancial statements are presented in Euros, which is the Company's Functional and Presentation Currency.

(b) Transactions and balances

Foreign currency transactions are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

F-13 NOTES TO TILE FINANCIAL STATEMENTS (CONTINUED)

2.3 Foreign currency translation (continued)

(e) Financial assets at fair value through profit and loss

Where Financial assets held at fair value through profit and loss are denominated in a foreign currency, the Foreign exchange gaird(loss) for the year is incorporated into the Revaluation gain/(loss) recognised in the Statement of Comprehensive Income

2.4 Revenue recognition

Revenue is recognised on an accrual basis to the extent that it is probable that the economic benefits will flow to the Company and revenue can be reliably measured.

2.5 Expenses

All expenses are recognised in the statement of comprehensive income on an accruals basis.

2.6 Financial assets

The Company holds a number of fmancial assets including Cash and cash equivalents (Note 2.10), Trade and other receivables (Note 2.8) and an Investment in the Class B shares of EFG Finance (Guernsey) Limited which is measured at fair value through profit and loss.

2.7 Loan notes

The Directors have considered the characteristics of the loan notes payable, and the requirements of IAS 32 "Financial Instruments: Presentation" and consider that the most appropriate classification of these securities is as non-current liabilities measured at amortised cost.

The loan notes are therefore stated at amortised cost using the effective interest rate method.

2.8 Trade and other receivables

Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Receivables are initially recognised at fair value plus transaction costs, if any, which are directly attributable to their acquisition or origination.

2.9 Trade and other payables

Payables are fmancial liabilities with fixed or determinable payments that are not quoted in an active market. Payables are recognised initially at fair value. These are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, their amortised cost is the same as their fair value at the date of origination.

2.10 Cash and cash equivalents

In the statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are disclosed within current liabilities.

F-14 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2.11 Share capital

Ordinary shares are not redeemable and are classified as equity.

2.12 Dividend income

Dividend income is recognised in the Statement of Comprehensive Income when the right to receive payments is established.

2.13 Interest expense

Interest expense is recognised in the Statement of Comprehensive Income on an accruals basis and for all debt instruments using the effective interest method.

2.14 Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Directors perform regular reviews of the operating results of the Company and make decisions using financial information at the entity level only. Accordingly, the Directors believe that the Company has only one reportable operating segment.

The Directors are responsible for ensuring that the Company carries out business activities in line with the transaction documents. The Directors may delegate some or all of the day to day management of the business, including the decisions to purchase and sell securities, to other parties both internal and external to the Company. The decisions of such parties are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Directors. Therefore the Directors retain full responsibility as to the major allocation decision of the Company.

3. Operating segments

Geographical information

All of the Company's revenues are generated from Europe.

Non-current assets

The Company does not possess any non-current assets following the movement of Financial assets at fair value through profit and loss to current assets due to its disposal following the end of the reporting period 31 December 2016.

4. Taxation

Profits arising in the Company are subject to Guernsey income tax at a rate of 0%.

F-15 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. Financial assets at fair value through profit or loss 31 December 2016 31 December 2015 EFG Finance (Guernsey) Limited EUR EUR

Opening cost 41,635,560 41,635,560 Closing cost 41,635,560 41,635,560

Opening fair value 76,805,210 75,695,623 Closing fair value 77,130,985 76,805,210 Unrealised gain 325,775 1,109,587

The above investment represents EFG International (Guernsey) Limited's holding of 135,219 out of 400,000 shares in issue. This 33.8% holding consists of preferred non-voting Class B shares, therefore in line with the provisions of IFRS 10 Consolidated Financial Statements the Company does not have "control" over EFG Finance (Guernsey) Limited. The fair value of the preferred non-voting Class B shares of EFG Finance (Guernsey) Limited has therefore been calculated in line with the provisions of MRS 13 Fair Value Measurement.

In accordance with IFRS 13 Fair Value Measurement, this investment has been classified as Level 3, being investments where the fair values are measured using valuation techniques for which inputs significant to the fair value measurement are not based on observable market data. This fair value is based on EFG's share of the net assets of the EFG Finance (Guernsey) Limited which holds a listed bond portfolio and loans due from banks, and is adjusted for the nominal value of the ordinary Class A shares in issue and for a put option agreement written with EFG Investment (Luxembourg) SA.

The assets of EFG Finance (Guernsey) Limited are considered to be carried at fair value and the fair values determined are exposed to limited subjectivity.

The put option would require EFG Finance (Guernsey) Limited to transfer an amount of EUR 60,000,000 in consideration for the abandonment of EFG International AG of the boni of liquidation rights it holds on EFG Finance (Guernsey) Limited. Therefore, the net asset value of EFG Finance (Guernsey) Limited has been adjusted to reduce it by EUR 60,000,000.

The Directors believe that the adjustments made to the net asset value are appropriate so as to give a fair value to the B shares held in EFG Finance (Guernsey) Limited that a market participant would consider to be reasonable.

F-16 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. Cash and cash equivalents

For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within current liabilities in the Statement of Financial Position.

31 December 2016 31 December 2015 EUR EUR

Bank overdrafts (8,772,235) (4,384,428) Cash and cash equivalents (8,772,235) (4,384,428)

On the 30th January 2014 the Company entered into a loan facility with EFG Bank, Cayman Branch for an amount of EUR 10M that expires on the 30th June 2019. Interest for current account overdrafts will be due and charged quarterly in arrears and will be calculated at the rate of 2.5% p.a. over the Bank's appropriate funding rate.

7. Dividend income 31 December 2016 31 December 2015 EUR EUR

EFG Finance (Guernsey) Limited class B shares 1,383,291 1,393,432 Dividend Income 1,383,291 1,393,432

During the year the Company received two non-cumulative preferential dividends from EFG Finance (Guernsey) Limited in respect of their holding of 135,219 Class B Shares. The first dividend was received 3rd May 2016 (€5.98499 per share). The second dividend was received 30th October 2016 (€4.245 per share).

8. Interest expense 31 December 2016 31 December 2015 EUR EUR

Interest payable on loan notes, EUR 67.604M at 8% 5,408,320 5,408,320 Interest expense 5,408,320 5,408,320

The loan interest expense payable at the year end is EUR 5,230,511 (2015: 5,230,511), as disclosed on the Statement of Financial Position, The interest is paid on and to the 13th January each year.

9. Loan notes 31 December 2016 31 December 2015 EUR EUR

Opening 47,029,449 45,090,278 Amortisation of loan notes 20,302,107 1,939,171 Closing 67,331,556 47,029,449

On 13 January 2012 the Company ("the Issuer") issued 67,604,000 Resettable Guaranteed Subordinated Notes discounted to 41,373,648 due for repayment on 13 January 2022 and bearing interest of 8% per annum for the first 5 years ("the Notes").

F-17 EFG INTERNATIONAL (GUERNSEY) LIMITED 16 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO 'ME FINANCL1L STATEMENTS (CONTINUED)

9. Loan notes (continued)

On 18 November 2016 notice was given to the Luxembourg Stock Exchange financial regulator, the Commission de Surveillance du Secteur Financier, that as permitted by the Loan notes prospectus dated 12 January 2012 it was the Directors' intention to redeem the Loan notes on the reset date of 13 January 2017. As intended, this redemption was subsequently completed after the end of the reporting period and therefore in order to reflect actual revised cash flows, in accordance with JAS 39 the Amortisation of Loan notes, for the year has been accelerated, as reflected above. The closing balance is considered to be reasonable. Further details are provided within the Subsequent events note.

Exchange offer in respect of the EUR 400,000,000 EFG Fiduciary Certificates issued on a fiduciary basis by Banque de Luxembourg in respect of EFG International AG ("EFG AG")

The Company issued a notice on 30th November 2011 to the holders of EFG AG outstanding EUR 400,000,000 EFG Fiduciary Certificates which had been issued on a fiduciary basis by Banque de Luxembourg (the "existing securities"), to offer to exchange any and all of the existing securities for a Basel 111 compliant Tier 2 Resettable Guaranteed Subordinated Notes due in 2022 to be issued by the Company (the 'Exchange Offer"). These notes would be guaranteed on a subordinated basis by EFG AG.

The Exchange Offer offered holders of the existing securities the opportunity to exchange the existing securities into the Notes at an exchange price of 50 per cent of the existing securities. The holders of the existing securities accepted by the Company for exchange were subject to the Minimum Delivery Amount, received on the settlement date, an aggregate principal amount of the Notes (rounded down to the nearest EUR 1,000) equal to the product of (i) the aggregate principal amount of existing securities validly offered and accepted for exchange, and (ii) the Exchange Price. The Company paid such Holders on the Settlement Date an Accrued Payment and a Cash Rounding Amount.

Result of the Exchange Offer

The final results of the Company's offer to the existing securities holders was that of the existing securities a total of 135,219, representing approximately 33.8% of the outstanding principal amount of the existing securities, were validly tendered and accepted for exchange by the Company on 13 January 2012. In exchange the Company issued EUR 67,604,000 principal amount of Notes (ISIN: X50732522023, listed on the Luxembourg Stock Exchange (the "Exchange")) on settlement of the Exchange Offer.

1FRS 13 defmes an active market as a market in which transactions for the liability takes place with sufficient frequency and volume to provide pricing information on an ongoing basis.

As there has been limited trading of the Notes (ISIN: X50732522023) since listing, it is considered that the Notes are not on an active market as the frequency and volume of transactions are not sufficient to provide pricing information on an ongoing basis. For this reason, the fair value per the exchange (EUR 77,130,985) is not considered the best indication of value, therefore amortised cost has been used, as disclosed on the face of the Statement of Financial Position.

F-18 EFG INTERNATIONAL (GUERNSEY) LIMITED 17 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

10. Stated Capital

At issuance, the Company was sufficiently funded by an initial capital injection. All future interest payments under the issued Notes will be funded through preference dividends from EFG Finance (Guernsey) Limited, with any shortfall funded through capital contributions by EFG AG ("the Guarantor"), the Company's parent company and the Guarantor of the new issue. On redemption of the Notes, after 5 years, the Company will again be funded by either a capital injection or a subsequent capital markets transaction.

31 December 2016 31 December 2015 EUR EUR

Share capital - 1,000 shares of EUR 1,000 1,000 Share premium 3,499,000 3,499,000 3,500,000 3,500,000

11. Description of the principal risks and uncertainties facing the business Each of the Company and the Guarantor believes that the following factors may affect their ability to fulfil their obligations under the Notes. Most of these factors are contingencies which may or may not occur and neither the Company nor the Guarantor are in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are described below.

Each of the Company and the Guarantor believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Company or the Guarantor to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons which may not be considered significant risks by the Company and the Guarantor based on information currently available to them or which they may not currently be able to anticipate.

Factors that may affect the Issuer's ability to fulfil its obligations under the Notes

EFG International (Guernsey) Limited depends on other members of EFG International AG The Issuer is a fmance vehicle established by the Guarantor for the purpose of the Exchange Offer (as defined above). In order for the Issuer to fulfil its obligations under the Notes, the Issuer is dependent upon payments from EFG International AG and its related entities ("the Group"). This includes preference dividend payments made by EFG Finance (Guernsey) Limited on the Class B Shares that the Issuer acquired. The Issuer is therefore dependent upon the Guarantor capitalising the Issuer adequately in order to fulfil its obligations under the Notes.

The disclosures in relation to principal risks and uncertainties faced by the Group are covered in the Group financial statements, the following risks and uncertainties are relevant for the Company.

As stated in the Report of the Directors, the principal activity of the Company is limited to the issue of the Notes. The proceeds from the issue of the Notes were used by the Company to acquire the Class B shares in EFG Finance (Guernsey) Limited.

F-19 EFG INTERNATIONAL (GUERNSEY) LIMITED 18 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and uncertainties facing the business (continued)

The strategies used by the Company in achieving its objectives regarding the use of its financial assets and liabilities were set when the Company entered into the transactions. The Company acquired shares in EFG Finance (Guernsey) Limited so as to match against the properties of it's financial liabilities in an effort to avoid significant elements of risk generated by mismatches of investment performance against its obligations, together with any maturity or interest rate risk.

Financial Risk Management Interest rate risk The Company finances its operation through the issue of the loan notes. The coupon payable on the Notes is 8%. In order for the Company to fulfil its future obligations under the Notes, the Company is dependent upon preference dividend payments made by EFG Finance (Guernsey) Limited with any shortfall covered by EFG International AG as Guarantor. Accordingly, the Directors believe that there is no significant net interest rate risk to the Company associated with the loan notes.

The Company's main interest rate risk arises from a bank overdraft with variable rates which exposes the Company to cash flow interest rate risk. Although the overdraft is increasing the Company can take comfort that the interest rate risk is mitigated by EFG International AG acting as Guarantor against all borrowings.

Currency rate risk

All of the Company's material financial assets and liabilities are denominated in Euro. Consequently, the Directors believe that there is no material currency risk to the Company.

Liquidity risk The liquidity risk is that the Company cannot meet its financial obligations when they fall due. Liquidity risk may arise from the potential inability to sell a financial instrument without undue delay at a price close to its fair value. Prudent liquidity risk management implies maintaining sufficient marketable securities, the availability of funding and ability to close out market positions.

A guarantee is in place between EFG International AG and the Company where EFG International AG has agreed to guarantee, on a subordinated basis, the obligations of the Company to pay principle, interest and all other amounts payable on all outstanding Loan Notes for the benefit of the holders of the Loan Notes and interest coupons.

Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial assets, which potentially subject the Company to concentrations of credit risk, consist of investments in the Class B shares of EFG Finance (Guernsey) Limited.

The credit risk on investments in the Class B shares of EFG Finance (Guernsey) Limited is mainly related to the underlying investments held by EFG Finance (Guernsey) Limited. These investments inolude. listed bonds porilblio, F-20

EFG INTERNATIONAL (GUERNSEY) LIMITED 19 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and uncertainties facing the business (continued)

Credit risk (continued) The credit risk for cash at bank is considered negligible, since the counterparty is a reputable bank with high quality external credit ratings. As there is only a bank overdraft in place this reduces further the credit risk associated with cash.

Fair value hierarchy The following table analyses the assets and liabilities measured at fair value at 31 December 2016.

Level 1 Level 2 Level 3 Total 31 December 2016 EUR EUR EUR EUR Financial Assets 77,130,985 77,130,985

Level 1 Level 2 Level 3 Total 31 December 2015 EUR EUR EUR EUR Financial Assets 76,805,210 76,805,210

There were no transfers between level 1, 2 and 3 during the year.

The following table analyses the assets and liabilities not measured at fair value at 31 December 2016 but for which fair value is disclosed.

Level 1 Level 2 Level 3 Total 31 December 2016 EUR EUR EUR EUR Trade and other receiv 1,208 - 1,208 Total assets 1,208 1,208

Loan notes payable - - 49,284,554 49,284,554 Interest payable 5,230,511 5,230,511 Trade and other payab 10,405 10,405 Bank overdraft 8,772,235 8,772,235 Total liabilities 8,772,235 54,525,470 63,297,705

Level 1 Level 2 Level 3 Total 31 December 2015 EUR EUR EUR EUR

Trade and other receiv 133 133 Total assets 133 133

Loan notes payable 47,029,449 - 47,029,449 Interest payable - 5,230,511 5,230,511 Trade and other payab - 60,534 60,534 Bank overdraft 4,384,428 - 4,384,428 Total liabilities 4,384,428 52,320,494 - 56,704,922

F-21 EFG INTERNATIONAL (GUERNSEY) LIMITED 20 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and uncertainties facing the business (continued)

Fair value hierarchy (continued)

There were no transfers between level 1, 2 and 3 during the year.

The assets and liabilities included in the above table are carried at amortised cost; their carrying values are a reasonable approximation of fair value.

Bank overdrafts are included in cash and cash equivalents in the statement of cash flows. In the statement of fmancial position, bank overdrafts are shown within current liabilities.

The loan notes and interest payable figures relate to the outstanding loan notes along with the interest payable on these at the year end. These loan notes have been designated as a current liability for the year ended 31 December 2016

Trade and other payables includes expenses in relation to administration, accountancy, and audit fees.

Sensitivity analysis

As stated, whilst the financial instruments held by the Company are separately exposed to interest rate risk and currency risk, the profit or loss and equity of the Company is not exposed to any significant net interest rate or currency risk in relation to these instruments. However, as the Company is exposed to interest rate risk on its bank overdraft, if interest rates had been 1% higher/lower, then total comprehensive income for the year would have been EUR 23,538 higher/lower.

Maturity of financial assets and liabilities

The maturity profile of the financial assets and liabilities is as follows: 31 December 2016 31 December 2015 EUR EUR Financial Assets In one year or less 77,132,193 133 In more than one year 76,805,210

Financial Liabilities In one year or less 81,344,707 9,675,473 In more than one year 47,029,449

As disclosed in Note 10 (Stated Capital), all future interest payments will be funded through preference dividends from EFG Finance (Guernsey) Limited, with any shortfall funded through capital contributions by EFG International AG and by the bank overdraft facility held with EFG Bank, Cayman.

F-22 EFG INTERNATIONAL (GUERNSEY) LIMITED 21 FOR THE YEAR ENDED 31 DECEMBER 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and uncertainties facing the business (continued)

Capital risk management

The Board's policy is to maintain an adequate capital base so as to maintain investor, creditor and market confidence and to sustain future development of the Company. The Company's capital is represented by the Share Capital, Share Premium and Retained Earnings. The Company attempts to ensure that it is capitalised in a manner which appropriately supports working capital needs and also maintains sufficient liquidity to cover any bond redemptions. The Directors discuss issues which impact capital management and review information relating to capital management activities regularly.

The Company is not subject to externally imposed capital requirements.

12. Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions, or are commonly controlled entities. 31 December 2016 31 December 2015 EUR EUR Balances Financial Assets at fair value 77,130,985 76,805,210 Bank Overdraft 8,772,235 (4,384,428) Administration fees 9,002 6,954 Total 85,912,222 72,427,736

Transactions Dividend Income 1,383,291 1,393,432 Administration Fees 46,292 54,940 Bank charges 235,327 124,363 Total 1,664,910 1,572,735

Financial Assets at fair value through profit and loss Financial Assets at fair value through profit and loss represents EFG International (Guernsey) Limited's holding of 135,219 shares in EFG Finance (Guernsey) Limited.

Bank The bank overdraft facility was granted on 30 January 2014 by EFG Bank, Cayman branch for an amount up to EUR 10M that expires on the 30 June 2019.

Administration fees David Gerard Gardner and Julie Collins are Directors of the Company and EFG Wealth Solutions (Jersey) Limited ("EFGWS"), the Administrators. During the year fees payable to EFGWS totalled EUR 46,292, of which EUR 9,002 was outstanding at the 31 December 2016. Administration fees payable are included in the Trade and other payables in the Statement of Financial Position.

Dividends Under the terms of the Articles and the two offering circulars, issued in connection by Banque de Luxembourg, the Company could, if in its full discretion it so determines pay dividends during 2016.

F-23 EFG INTERNATIONAL (GUERNSEY) LIMITED 22 FOR THE YEAR ENDED 31 DECEMBER 2016

12. Related party transactions (continued)

The financial asset held at fair value through profit or loss is in EFG Finance (Guernsey) Limited. This entity is also ultimately owned by EFG International AG.

13. Ultimate and Controlling Party

The Company is a wholly owned subsidiary of EFG International AG. The consolidated financial statements of EFG International AG are available at EFG International AG, Bleicherweg 8, 8001, Zurich, Switzerland.

14. Subsequent events On 18th November 2016 notice was given to the Luxembourg Stock Exchange that the Loan notes were to be redeemed on 13th January 2017 and this redemption was succesfully completed as proposed. The company repaid the sum of €73,012,320 to BNY Mellon to be transferred to the Noteholders (being €67,604,000 plus interest of €5,408,320).

The redemption of the Loan notes was financed by a buy back of the 135,219 Class B shares owned by the Company by EFG Finance (Guernsey) Limited, the investee company, on 11th January 2017. The sum of this buy back equated to €77,074,830 (€570 per share) being the value of the matching Bonds de Participation ("BdP") as at that date.

The Company will not be closed and it is expected the new notes will be issued by this entity.

As a result of these facts and circumstances, in accordance with IAS 39 the Amortisation of loan notes has been accelerated for the year ending 31 December 2016 in order to reflect actual revised cash flows. Moreover, the Financial assets at fair value through profit and loss and Loan notes payable balances have been re-classified as a current asset and current liability respectively, in order to reflect the fact that they have been redeemed within 12 months following the end of the reporting period.

F-24 EEG INTERNATIONAL (GUERNSEY) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2015

EFG Fund Services Jersey, Channel Lslands

F-25 EFG INTERNATIONAL (GUERNSEY) LIMITED 1 FOR THE YEAR ENDED 31 DECEMBER 2015

CONTENTS

Pages

Report of the Directors 2 to 4

Independent Auditors' Report 5 to 6

Statement of Comprehensive Income 7

Statement of Financial Position 8

Statement of Cash Flows 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11 to 23

F-26 EFGINTERNATIONAL (GUERNSEY) LIMITED 2 FORME YEARFNDED 31 DECEMBER 2015

REPORT OF THE DIRECTORS

The Directors present their 1aL and audited financial statements of EFG International (Gummy) Limited (the 'Company") for the year ended 31 December 2015. These financial statements have been prepared according to The Companies (Guernsey) Law, 2008, and agreed with the accounting records that have themselves been maintained in accordance with such laws. The financial statements have been prepared in accordance with the principles set out under the International Finanriel Reporting Standards ("FAS").

Incorporation

The Company was incorporated and is registered in Guernsey, Channel Islands on 28 September 2011 with registered number 54029.

Activities

The Company is a finance vehicle established by EFG International AG for the purpose of issuing Resettable Guaranteed Subordinated Notes due in 2022, which are listed on the Luxembourg Stock Exchange, The Company is a *holly owned subsidiary of EEG International AG.

Results

The results for die year are set out on page 7.

Directors

The Directors of the Compivay who were in office during the year and up to the date of signing the financial statements were:

David Gerard Gardner Julie Collins Sean Andrew Coughlan (appointed 6 July 2015)

Secretary

The secretary who held office throughout the year was ERI Secretaries Limited.

Directors' Responsibilities for the financial statements

make judgements and accounting estimates that are reasonable and prudent iii) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

F-27 EEG INTERNATIONAL (GUERNSEY) LIMITED 3 FOR THE YEAR ENDED 31 DECEMBER 2015

REPORT OF THE DIRECTORS (CONTINUED)

Directere Responsibilities for the financial statement (continued) iv) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have crimplied with the above requhinnents in preparing the financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with The Companies (Guernsey) Law, 2008 as required. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he or she ought to bave taken as a Director in order to inake himself or herself aware of any relevant audit information and to establish_that the Company's auditors are aware of that information.

Statement of persons responsible within the issuer

With regard to Regulation 2004/109/EC, as amended by Regulation 2013/50/EU of the %emu. Union (the "EU Transparency Directive"), the Directors of the Company whose names appear on page 2 confirm, to the best of their lmowledge, that the financial statements for the period ended 31st December 2015 give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by the applicable accounting standards. The Report of the Directors gives a fair review of the development of the Company's business, financial position and the important events that have occurred during the financial period and their impact on the financial statements. The principal risks and uncertainties faced by the Company are disclosed in Note 11 of these financial statements.

Financial Risk Management

The Directors can confirm that they have considered the applicable risks as disclosed in note 11.

Dividend

The Directors do not recommend the payment of a dividend for the year ended 31 Dezember 2015(2014: m1).

Independent Auditors

F-28 EFG INTERNATIONAL (GUERNSEY) LIMITED 4 FOR THE YEAR ENDED 31 DECEMBER 2015

REPORT OF THE DIRECTORS (CONTINUED)

Registered Office PPG House St .Tulian's Avenue St Peter Port Guernsey GYI 4NN Channel Islands

F-29 EEG INTERNATIONAL (GUERNSEY) LIMITED 5 FOR THE YEAR ENDED 31 DECEMBER 2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF EFG INTERNATIONAL

Report on the financial statements

We have audited the accompanying financial statements of F.FG International (Guernsey) Limited (the "Company') which comprise the Statement of Financial Position as of 31 December 2015, the Statement of Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information

Directors' responsibility for the financial statements

The Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards and with the requirements of Guernsey law. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to cap= an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a trae and fair view of the financial position of the Company as of 31 December 2015, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, and have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

F-30 EEC INTERNATIONAL (GUERNSEY) LIMITED 6 FOR THE YEAR ENDED 31 DECEMBER 201S INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF EFG INTERNATIONAL (Gewsgio LIMITJUD (CONTINUED)

Report on other legal and regulatory requirements

We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. The other infornuttion comprises only the Report of the Directors

In our opinion the information given in the Report of the Directors is consistent with the financial statements.

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to wham this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

c-73— (—IJ"

Chartered: Accotmtants Guernsey, Channel Islands 4-104/2016

The mailman= and integrity of the EFG International (Guernsey) Limited (bripewww.efghaternationstcomicmstefgihatinp and instruments) nestle is the reaponsibility of nu Directonc the work ceded out by the auditors does not involve consideration of these matten and, accordingly, the auditors accept= nesponsibility fur any changes that mity have occurred to the Emmet statements since they were initially presented on the weber. Legislation in Guernsey governing the preparation and dissemination offmaneial statements may differ from legislatibn in other juriadidions.

F-31 EFG INTERNATIONAL (GUERNSEY) LIMITED 7 FOR THE YEAR ENDED 31 DECEMBER. 2015

STATEMENTOE COMPREHENSIVE INCOME

Year ended Year ended 31 December 2015 31 December 2014

EUR EUR Notes Income Dividend income 7 1,393,432 2,961,972 Revaluation gain 2,5 1,109,587 Total Income 2,503,019 2,961,972

Expenses Interest expense 8 5,408,320 5,408,320 Amortisation of loan notes 9 1,939,171 1,667,499 Revaluation loss 5 147,311 Administration fees 54,940 50,319 Legal and Professional fees 6,908 8,125 Audit tea . 64,780. 46,917 Agents fees 7,022 7,000 Foreign exchange losses 4,740 9,523 Bank charges 124,363 44,935 Total operating expenses 7,610,244 7,389,949

Operating loss (5,107,225) (4,427,977)

Total comprehensive loss for the year (5,107,225) 4,427,97

There were no other items of Other Comprehensive Income in the year ended 31 December 2015.

The notes on pages 11 to 23 farm part of these financial statements

F-32 EFG INTERNATIONAL (GUERNSEY) LIWITTED 8 As at 31 DECEMBER 2015

STATEMENT OF FINANCIAL POSITION at 31 As at 31 December 2015 December 2014

Notes BUR EUR Asseta

Non-current assets Financial assets at fair value through profit and loss 5 76,805,210 75,695,623 Current assets Trade mud other receivables 133 1,522 133 1,522

Total assets 76 805,343 75,697,145

Equity and Liabilities

Capital and reserves Share capital 10 1,000 1,000 Shartspremirm 10 ' 3,499,000 3,499,000 Retained earnings 16,600,421 21,707;646 Total Shareindders equity 20,100,421 25,207,646

Non-current ltribliities Loan notes. payable 9 47,029,449 45,090,278

Current liabilities Interest payable 8 5,230,511 5,230,511 Trade and other payables 60,534 14,619 Bank Overdraft 6 4,384,428 154,091 9,675,473 5,399,221

Total liabilities 56,704,922 50,489,499

Total equity and liabilities 76.805.343 75.697.145

The financial statements were approved by the Board of dhectors on the ii,day of April 2016 and were signed on its behalf by:

Director

The notes on pages 11 to 23 form part of these financial statements

F-33 EFG INTERNATIONAL (GUERNSEY) LIMITED 9 FOR TEE YEAR jet» 31 DECEMBER 2015 ,STATEMENT OF cmig FLOWS

Year ended Year ended 31 December 31 December 2015 2014 Notes FUR KUR

Cash flows from operating activities Operating loss (5,107,225) (4,427,977) Adjustments for: Revaluation (gain)/loss on financial assets at fair 5 (1,109,587) 147,311 value Amortisation of loan notes 9 1,939,171 1,667,499 Decrease/ (Increase) in receivables 1,389 (22) Increase/ (Decrease) in payables 45,915 (14,608) Net cash ou0owfrom operating activities (4,230,337) (2,627,797)

Net decrease in cash and cash equivalents and (bank overdrafts) (4,230,337) (2,627,797)-

Cash and cat& equivalents and (bank overdrafts) at start of year (154,091) 2,473,706

Cash and cash etpdvalenb and (bank overdrafts) at end of year » (4,384,428) (154,091)

The notes onpages 11 to 23 form part of these financial statements

F-34 EFG INTERNATIONAL (GITERNSB'Y) LIMITED 10 FOR THE YEAR ENDED 31 DECEMBER 2015

STATEMENT OF CHANGES INEQUITY

Share Share Retained Capital Premium Earnings Total Balaor«. as at 31 December 2013 1,000 3,499,000 26,135,623 29,635,623 Total comprehensive loss for the year (4,427,977) (4,427,977) Balance u at 31 December 2014 1,000 3,499,000 21 707 646 25,207,646

Share Share Retained Capital Premium Earnings Total Balance as at 31 December 2014 1,000 3,499,000 21,707,646 25,207,646 Total comprehensive loss for the year - (5,107,225) (5,107,225) Balance as at 31 December 2015 1,000 3,499,000 16,600,421 20„100 421 . tocomo

The notes on pages 11 to 23 form part of these financial statements

F-35 EFG INTERNATIONAL (GUERNSEY) LIMITED 11 FOR Tin YEAR ENDED 31 DECEMBER 2015 NOTES 70 TEE FINANCIAL STATEMENTS

I. General information

The Company is a limited liability company domiciled in Guernsey. The address of the registered office Is EFG Rouse, St Julian's Avenue, St Peter Port, Guernsey, GY1 4NN. The Company has issued loan notes which are listed on the Luxembourg Stock exchange.

2. Summary of significant accounting policies

The principal accounting policies applied in the F Feu. don of these financial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated in note 2 below.

2.1 Bails of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards elFRS'9, as issued by the International Accounting Standards Board. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investments held at fair value through profit or loss, as detailed in note 2.2.

(a) Standards, amendments and interpretations effective in the current period which have had an eat on the Company

There are no new standards, interpretations and amendments to existing standards that are effective for the first time for the financial year beginning 1 January 2015 that would be expected to have a material impact on the Company.

(b) New standards and interpretations not yet adopted

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

F-36 EEG INTERNATIONAL (GUERNSEY) LIMITED 12 FOR THE YEARENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2.1 Bads of preparation (continued)

(1) New standards and Interpretations not yet adopted (continued)

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of WKS 9 was issued in !lily 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through Cia and fair value through P&L. The basis of classification depends on the entity's business model and the contractual gash flow characteristics of the financial asset. Investments hi equity instruntents are nsquired to be Measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling. There is new a new expected credit losses model that replaces the incurred loss impairment model used in TAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair *MI through piefit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness teats. It requires an economic relationship between the hedged item and hedging Mehemet and for the %edged ratio' to be the same as the one management actually use for tit* management primes. Contemporaneous documentation is still required bin is different to that Clammily prepared tinder TAB 39. The standard is effeetive for accounting periods beginning on or after 1 January 2018. The Colnpany is yet to assess IFRS 9's full impact

Beyond the information given above, it is not practigable to provide a reasonable estimate of the effect of this Standard and Interpretation until a detailed =View has been completed.

(o) Critical accounting estinuttes and assumptions

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estim' ates and exercise efjudgmeithy the Directors while applying the applicable accounting policies. These estimates are based On the 1/hector's best knowledge of the events that existed at the balance sheet date; however, the actual results may differ from these estimates and assumptions have a si,gnificant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. One of the areas =miring a higher degree of judgement and Which involves significant assumptions is the valuation of investments, which are classified as financial assets at fair value through profit or loss (see note 5) and amortisation of loan notes (see note 9).

(c1) Going concern

The Company meets its day to day working capital re/GA:merits through its hank facilities. The Company also has guarantees at group level relative to its interest payments. A guarantee is in place between EFG International AG and the Company, where KEG International AG has agreed to guarantee, on a suborordinated basis, the obligations of the Company to pay principal, interest andai! other amounts payable on all outstanding Loan Notes for the benefit of the holders of the Loan Notes and the interest coupons, After making enquiries the directors have a reasonable expectation that KEG International AG and its subsidiaries ("the Group") has adequate resources to continue to maintain. the Company in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis of accounting in preparing its annual financial statements. Please refer to note 11, liquidity risk, for further infimnation on the Company's' liquidity.

F-37 EFG INTERNATIONAL (GUERNSEY) LIMITED 13 FOR THE YEAR ENDED 31 DECEMBER 2015 iNOTES TO Tab., FINANCIAL STATEMENTS (CONTINUED)

2.2 Financial assets at fair value through profit or loss

(a) Classification

The Company has designated its investments at fair value through profit or loss as outlined in note 5.

(11) Recognition / derecognition

Measurement

Financial assets at fair value through profit or loss are initially recognised at fair value. Subsequent to initiaL recognition, all financial assets at fair_value through profit_or loss are measured atr value. Gains and losses arising from changes in the fair value of financial assets at fair value Through profit or loss category are presented in the statement of comprehensive income in the period in which they arise.

(d) Fair value estimation

In accordance with IFRS 13 Fair Value Measurement

Level 1 - Quoted price (unadjusted) in active markets for identical assets or liabilities.

Level 3 - Inputs for asset or liability that are not based on observable market data (that is, unobservable inputs).

The valuation of investments is considered by the Dhectors to be the main critical accounting judgnients and key source of estimation uncertainty, more detail cm their valuation is given in note 5.

2.3 Foreign currency trandation

(a) Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates ("the Functional Currency"). The financial statements are presented in Bros, which is the Company's Functional and Presentation Currency.

(b) Transactions and balances

Foreign currency transactions are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions. Reign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

F-38 EFG INTERNATIONAL (GITERNSEY) LIMITED 14 FORME YEARENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2.4 Retenue recognition

Revenue is recognised on an accrual basis to the extent that it is probable that the economic benefits will flow to the Company and revenue cantle reliably measured.

2.$ Expenses

All expenses are recognised in the statement of comprehensive income on an accruals basis.

2.6 Financial assets

The Company's sole investment is dens' Tinted as a financial asset and is held at fair value through profit

2.7 Loan notes

The Directors have considered the characteristics of the loan notes payable, and the requirements of JAS 32 "Financial bstruntents: Presentation" and consider that the most appropriate classification of these seules is as non-current liabilities measured at amortised cost.

The loan notes are therefore stated at mortised cost rqing the effective interest rate method.

2.8 Trade and other receivables

Trade and other receivables are financial assets with fixed or determinable pa.yinents that are not quoted in an active market Receivables are initially recognised at fair value plus transaction costs, if any, which are directly attributable to their acquisition or origination.

2.9 Trade and other payables

Payables are financial liabilities with faxed or determinable payments that are not quoted in an active market. Payables are recognised initially at fair value. These am subsequently measured at amortised cost using the effective interest method. Given the nature of payables, their amortised cost is the same as their fair value at the date of origination.

2.10 Cash and cash equivalents

In the statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other abort term highly liquid investments with original maturities of three months or less and bank overdrafts., In the balance sheet, bank overdrafts are disclosed within current liabilities.

2.11 Share capital

Ordinary shares are not redeemable and are classified as equity.

F-39 EFG INTERNATIONAL (GUERNSEY) LIMITED 15 FOR THE YEAR ENDED 31 DECEMBER 2015 NOTES TO THE FINANCIAL STATEMENTS CONTINUED

2.22 Dividend income

Dividend income is recognised in the statement of comprehensive income when the right to receive payments is establigbed

2.13 Interest expense

Interest expense is recognised in the statement of comprehensive income on an necrosis basis and for all debt instruments using the effective interest method.

2.14 Segment reporting

The Directors are responsible for ensuring that the Company Genies out business activities in line with the transaction documents. The Directors may delegate some or all of the day to day management of the business, including the decisions to purchase and sell securities, to other parties both internal and external to the Company. The decisions of such parties are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Directors. Therefore the Directors retain full responsibility as to the major allocation decision of the Company.

3. Operating segments

Geographical information

All of the Company's revenues are generated from Europe.

Non-current «saris

The Company does not have non-current assets other than the financial assets at fair value through profit and loss (see note 5).

4. Taxation

. Profits arising in the Conapme are subject to Guernsey income tax at a rate of 0%.

F-40 EFG INTERNATIONAL (GUERNSEY) umurzn 16 FOR THE YEAR ENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. Feasted assets at fair value through profit or loss 31-Dee-15 31-Dec-14 EFG Finance (Guernsey) Limited EUR FUR

°Fade cost 41,635,560 41,635,560 Closing cost 41,635,560 41,635,560

Opening fair value 75,695,623 75,842,934 Closing fair value 76,805,2W 75,695,623 Unrealised loss 1i10987 j147,311)

The above investment represents EFG International (Guernsey) Limited's holding of 135,219 out of 400,000 shares in issue. This 33.8% holding consists of preferred non-voting Class B shares, therefore in line with the provisions of FRS 10 Consolidated Financial Statements the C.Ompany does not have "control" over EFG Finance (Guernirey) Limited. The fair value of the preferred non-voting Class D shares of FIG Finance (Guernsey) Limited has therefore been calculated in line with the provisions of ells 13 Fair Value Measurement

in accordance with 1FRS 13 Fair Value Measurement, this investment has been classified as Level 3, being investments vibere the fair values are measured using valuation techniques for which inputs significant to the fair value measurement are not based on observable market data. This fair value is based on EFG's share of the net assets of the EFG Finance (Guernsey) Limited which holds a listed bond portfolio and loan due from banks, and is adjusted for the nominal value of the ordinary Class A shares in issue.

The assets of EFG Finance (Guernsey) Limited are considered to be carried at fair value and the fair values determined are reposed to limited subjectivity. In prior years this value included an adjustment for two put option agreernents which EFG Finance (Guernsey) Limited has written with EFG Investments (Luxenihourg). SA, and based on the terms thereof. These options have been exercised or amended in the crinent period as disCkeed below.

The first option reqinred EFG Finance (Grientsey) Limited to purchase a single 13 Share in EFG Investments (Malta) Limited for a consideration of EUR 99,990,000. This option was exercised on the 5th lime 2015 when the Company transferred EUR 99,990,000 to EFG Investment (Luxembourg) SA in considered= for the transfer of the EEG Malta share. The second option would require EFG Finance (Guernsey) Limited to transfer an amount of EUR 80,000,000 in consideration for the abandonment of EFG International AG of the boni of divided= rights it holds on EFG Finance (Guernsey) Limited. This option was imeeded to ent 60,00,900 on the 5th June 2015 when the Directors agreed to relerise EUR 20,000,060. Therefore, the net asset value cif EFG Finance (Guernsey) Limited has been adjusted to reduce it by BUR 60,000,000.

F-41 EFG INTERNATIONAL (GUERNSEY) LIMITED 17 FOR THE YEAR ENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. Cash and cash equivalents

In the statement of cash flows, cash and cash equivalents includes cash in band, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Statement of Financial Position, bank overdrafts are shown within current liabilities. 31-Dec-15 31-Dec-14 EUR

Bank overdrafts (4,384,428) . (154,091) Cash and cash equivalents (4,384,428) (154091)

(lathe 30th January 2014 the Company entered into a loan fitcility with EFG Bank, Cayman Branch for an amount of EUR 10M that expires on the 30th June 2019. Interest for current account overdrafts will be due and charged quarterly in =ears and will be calculated at the rate of 2.5% p.a. over the Bank's appropriate funding rate.

7. Dividend income 31-Dec-15 31-Dec-14 EUR EUR

Dividend on class B shares 1,393,432 2,961,972

8. Interest expense

Interest 'sayable on loan notes, EUR 67.604M at 8% 31-Dec-15 31-Dec-14 EUR EUR

Loan interest expense 5,408,320 5,408,320 lee.a..asae= The loan interest expense payable at the year end is BUR 5,230,511 as disclosed on the statement of financial position, as the interest is paid on and to the 13th January each year.

9. Loan notes 31-Dec-15 31-Dec-14 EIJR EUR

Opening 45,090,278 43,422,779 Amortisation of loan notes 1,939,171 1,667,499 Closing 47,029,449, . 45,090,278 On 13 January 2012 the Company ("the Issuer") issued 67,604,000 Resettable Guaranteed Subordinated Notes discoMtéxi to 41,373,648 'tine for teen's 'nit an 13 Janine 2022 and bearing' iritereit 8%-Per annum for the first 5 years ("the Notes").

Fvehange offerte respect of the FUR 400,000,000 EFG Fiduciary Certificates Issued on a fiduciary basis by Banque de Luxembourg in respect of EFG International AG ("EFG AG")

The Company issued a notice on 30th November 2011 to the holders of EFG AG outstanding EUR 400,000,000 EFG Fiduciary Certificates which bad been issued on a fiduciary basis by Banque de Luxembourg (the "Existing Securities"), to offer to exchange any and all of the Existing Securities for a Basel ILI compliant Tier 2 Resettable Guaranteed Subordinated Notes due in 2022 to be issued by the Company (the "Exchange Offer"). These notes would be guaranteed on a subordinated basis by EFG AG.

F-42

EFG INTERNATIONAL (GUERNSEY) LIMITED 18 FOR THE YEAR ENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9. Loan notes (continued)

The Exchange Offer offered holders of the Existing Seunitiea the opportunity to exchange the Existing Securities into the Notes at an exchange price of 50 per cent of the Existing Securities. The holders of the Existing Securities accepted by the Company for exchange were, subject to the Minimum Delivery Amount received on the settlement date, an aggregate principal amount of the Notes (rounded down to the nearest EUE 1,000) expial to the eroded of (i) the aggregate principal amount of Existing Securities validly offered and accepted for exchange, and (ii) the Exchange Price. The Company paid such Holders on the Settlement Date an Accrued Payment and a Cash. Rounding Amount.

Remit of the Exchange Offer

The final remits of the Company's offer to the Existing Securities holders was that of the Existing • Securities a total tif 135,219, iegtesenting approximately 33.8% of the outstanding principal amount of the Existing Securities, were validly tendered and accepted for exchange by the Company on 13 Janusz), 2012. In exchange the Company issued EUR 67,604,000 priucipal amount of Notes (LS1N: X80732522023, listed on the Luxonbourg Stock Exchange (the "Exchange")) on settlement of the Exchange Offer.

IERS 13 defines an active market as a market in which transactions for the liability tales place with sufficient frequency and volume to provide pricing information on an ongoing basis.

As there has been limited trading of the Notes (151N: X50732522023) since listing, it is considered that the Notes are not on an active market as the freeency and volume of transactions are not sufficient to provide pricing information on an ongoing basis. For this reason, the fair value per the exchange (EUR 69,486,095) is not considered the best indication of value, therefore amortised cost has been used, as disclosed on the face of the Stefanie* of financial position.

10. Stated Capital

At issuance, the Company was sufficiently funded by an initial capital injection. All future interest payments mules the issued Notes will be funded through preference dividends from EEG Finance (Guernsey) Limited with any shortfall funded through capital contributions by EFG AG ("the Guarantor"), the Company's parent company and the Guarantor of the new issue. On redemption of the Notes, after 10 years, the Company will again be funded by either a capital injection or a subsequent capital markets transaction. 31-Dec-15 31-Dee-14 EUR BIM

Share capital- 1,000 shares of EUR I each 1,000 1,000 Share premium 3,499,000 3,499,000 . 3,500,00.0,

F-43 EFG INTERNATIONAL (GUERNSEY) LIMITED 19 FOR THE YEAR ENDED 31 DECEMBER 2015

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks sind uncertainties facing the business

Each of the Company and the Guarrunor believes that the following factors may affect their ability to fulfil their obligations under the Notes. Most of these factors are contingencies which may or may not occur and neither the Company nor the Guarantor are in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are described below.

Factors that may affect the Issuer's-ability to fulfil its obligations under the Notes

EFG International (Guernsey) Limited depends on other members of EFG International AG

The Issuer is a finance vehicle established by the Guarantor for the purpose of the Exchange Offer (as defined above). In order for the Issuer to fulfil its obligations under the Notes, the Issuer is dependent upon payments from EFG International AG and its related entities ("the Group"). This includes preference dividend payments made by EFG Finance (Guernsey) Limited on the Class 13 Shares that the Issuer acquired. The Issuer is therefore dependent upon the Guarantor capitalising the Issuer adequately in ordertó fulfil its obligations under the Notes.

The disclosures in relation to principal risks and uncertainties faced by the Group are covered in the Group financial statements, the following risks and uncertainties are relevant for the Company.

As stated in the Report of the Directors, the principal activity of the Company is limited to the issue of the Notes. The proceeds firm the issue of the Notes were used by the Company to acquire the Class B shares in EFG Finance (Guernsey) Limited.

F-44 EFG INTERNATIONAL (GUERNSEY) LIMITED 20 FOR THE YEAR ENDED 31 DECEMBER 2015 NOTES TO TIJE ETNANQM. STATEMENTS CONTINUED 11. Description of the principal risks and uncertainties lacing the bushman (continued) Financial Risk Management Interest rate risk The Company finances its operation through the issue of the loan notes. The coupon payable on the Notes is 8%. In order for the Cairene to fulfil its future obligations under the Notes, the Company is dependent upon preference dividend payments made by F,F0 Finance (Guernsey) Limited with any shortfall covered by ge Intematbinal Ad as Guarantor. Accordingly, the Directors believe that there is no significant net interest rate risk to the Company associated with the loan notes.

The Company's main interest rate risk arises from a bank overdraft with variable rates which exposes the Company to cash flow interest rate risk Although the overdraft is increasing the Company can take comfort that the interest rate risk is mitigated by EFG International AG acting as Guarantor against all borrowings.

Currency rate risk

All of the Company's material financial assets and liabilities arc denominated in Euro. Consequently, theirs.. era believe that there is no material currency tiet to the Company liquidity risk The liquidity risk is that the Company cannot meet its financial obligations when they fall due. Liquidity risk may arise hom the potential inability to sell a financial instrument without undue delay at a price close to its fair value. Prudent liquidity risk management implies rnaintKining sufficient marketable securities, the availability Of emding and ability to close out market positions.

On the 30th January 2014 the Coinpany mitered into a loon facility with EEG Bank, Cayman Branch for an amount of EUR 10M that expires on the 301h lime 2019. Interest for current account overdrafts will be due arid charged quarterly hi Steers and will be ealculated at the rate of 2.5% p.a. over the Bangs appropriate funding rate.

A guarantee is in place between we hiternationel AG and the Company where EFG International AG bat. agreed to guarantee, on a subordinated basis, the obligations of the Company to pay principle, interest and all other amounts payable on all outstanding Loan Notes for the benefit of the holders of the Loan Notes and interest coupons. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial assets, which potentially Subject the ComPany to concentrations of credit risk, consist of investments in the Class B shares of EEG Finance (Guernsey) Limited. The credit risk on investments in the Class B shares of EFG Finance (Guernsey) Limited is mainly related to the underlying investments held by EFG Finance (Guernsey) limited. These investments include listed bonds portfolio. The credit risk for cash at bank is considered negligible, since the countesparty is a reputable brink With a high quality external credit ratings. As there is only a bank overdraft in place this reduces further the merit* associated with cash.

F-45

ENG INTERNATIONAL (GUERNSEY) LIMITED 21 FOR THE YEAR ENDED 31 DECEMBER 2015 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and tmcertsdnries facing the business (continued)

Fair value hierarchy

The following table analyses the assets and liabilities measured at fair value at 31 December 2015.

Level 1 Level 2 Level 3 Total 31-Dec-15 EUR EUR EUR EUR

Financial Assets - 76,805,210 76,805,210

Level I Level 2 Level 3 Total 31-Dec-14 EUR ElUR EUR EUR

Financial Assets - 75,695,623 75,695,623

Them were no transfers between level 1,2 and 3 during the year.

The following table analyses the assets and liabilities not measured at fair value at 31 December 2015 but for which fair value is disclosed.

Level 1 Level 2 Level 3 Total 31-Dec-15 EUR EUR EUR EUR

Trade and other receivables 133 133 Total assets 133 133 , ; • .• • .

Loan notes payable 47,029,449 47,029,449 Interest payable 5,230,511 5,230,511 Trade and other payables - 60,534 60,534 Bank overdraft 4,384,428 4,384,428 Total liabilities 4,384,428 52,320,494 56,704,922

Level 1 Level 2 Level 3 Total 31-Dec-14 EUR EUR FUR EUR

Trade and other receivables 1,522 1,522 Total-assets - 1,522

Loan notes payable 45,090,278 45,090,278 Interest payable 5,230,511 5,230,511 Trade and other payables 14,619 14,619 Bank overdraft 154,091 154,091 Total liabilities 154,091 50,335,408 - 50,489,499 Itts=ammusaaci egla===ion»

F-46 EFG INTERNATIONAL (GUERNSEY) LIMITED 22 FOR TRE YEARENDED 31 DECEMBER 2015 NOTES TO THE FINANCIAL STATEMENTS1CONTINUFM

11. Description of the principal risks and uncertainties facing the business (continued)

Fair value hierarchy (continued) There were no transfers between level 1,2 and 3 during the year.

The assets and liabilities included in the above table are carried at amortised cost; their carrying values are a reasonable approximation of fair Value.

Cash and cash equividerità include cash in hand, deposits held with banks and other short-terni investments in an attiVenriket.

The loan notes and interest payable figures relate to the-outstanding loan notes along with the interest payable on this at the year end.

Trade and other payables includes expenses in relation to administration, accountancy, and audit fees.

Bank overdrafts are included in flash and cash equivalents in the statement of eash -flows. In the statement of financial position, bank overdrafts are shown within current liabilities.

SeesitivitY enzlIgis As stated, whilst the financial instruments held by the Company are separately exposed to interest rate risk and mummy risk, the profit erlass and equity of the Company is not =posed to any significant net interest rate or currency risk in relation to these instruments. Ilowever, as the Company is exposed to interest rate risk en its hardc overdraft, if interest rates had been 1% higher/lower, then total comprehensive income for the year win& have been EUR 4,384 higher/lower.

Maturity of financial assets and liabilities The maturity profile of the financial assets and liabilities is as follows: 31-Dec-15 31-Dec-14

Financial Asa* EUR BUR 133 1,522 la orte year or leas - ..iii...... i.....= minore the one per 76,805,210 75,695,623

Financial Liabilities In one year or less 9,675,473 5,399,221 In more than one year 47,029,449. .21.512O.2 M disclosed in note 10 (Stated Capital), all future interest payments will be funded through preference dividends from EFG Finance (Guernsey) Limited, with any shortfall funded through capital contributions by EEG International AG and by the bank overdraft facility held with EFG Bank, Cayman.

F-47 EFG INTERNATIONAL (GUERNSEY) LIMITED 23 FOR THE YEAR ENDED 31 DECEMBER 2015 NOTES TO ME FINANCIAL STATEMENTS (CONTINUED)

11. Description of the principal risks and uncertainties facing the badness (continued)

Capital risk management

The Board's policy is to maintain an adequate capital base so as to maintain investor, creditor and market confidence and to sustain future development of the Company. The Company's capital is represented by the Share Capital, Share Premium and Retained Earnings. The Company attempts to ensure that it is capitalised in a manner which appropriately supports winking capital needs and also maintains sufficient liquidity to cover any bond redemptions. The Directors discuss issues which impact capital manageaient and review information relating to capital management activities regularly.

The Company is not subject to externally imposed capital requirements.

12. Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise aidifldahtiimflüehdi irierthe other party in making financial or operational decisions, or are commonly controlled entities.

The Company has engaged the services of EFG Wealth Solutions (Jersey) Limited ("EFGWS"), to provide secretarial, administrative and accountancy services. EFGWS's fees are charged at 0BP37,500 per antrum.

David Gerard Gardner, Julie Collins and Sean Andrew Congdon are Directors of the Company and EFGWS. During the year, fees payable to EFGWS totalled EUR 54,940 of which EUR 19,087 was outstanding at the balance sheet date.

The financial asset held at fair value through profit or loss is in EFG Finance (Guernsey) Limited. This entity is also ultimately owned by EFG International AG.

13, Ultimate and Controlling Party

The Company is a wholly owned subsidiary of EEG International AG. The consolidated financial statements of EFG International AG are available at EFG International AG, Balinhofstrasse 16, 8022, Zurich, Switzerland.

14. Subsequent events

Since the year end there has been no subsequent events that requires disclosure in these financial statements.

F-48

ISSUER GUARANTOR EFG International (Guernsey) L imited EFG International AG EFG House, St Julian's Avenue Bleicherweg 8 St Peter Port, 8001 Zurich Guernsey GY1 4NN Switzerland Channel Islands JOINT LEAD MANAGERS Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Citigroup Centre One Cabot Square Canada Square London E14 4QJ Canary Wharf United Kingdom London E14 5LB United Kingdom DBS Bank Ltd. 12 Marina Boulevard Level 42 Marina Bay Financial Centre Tower 3 Singapore 018982 PRINCIPAL PAYING AGE NT Citibank, N. A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom LEGAL ADVISORS To the Issuer and Guarantor As to Swiss law As to Guernsey law

Niederer Kraft & Frey AG Ogier

Bahnhofstrasse 13 St. Julian’s Avenue CH-8001 Zurich St.Peter Port Switzerland Guernsey GY1 1WA Channel Islands To the Joint Lead Managers As to English law As to Swiss law

Linklaters LLP Homburger AG

One Silk Street Hardstrasse 201 London EC2Y 8HQ Prime Tower United Kingdom CH-8005 Zurich Switzerland AUDITORS To the Issuer To the Guarantor PricewaterhouseCoopers CI LLP PricewaterhouseCoopers Ltd Royal Bank Place 50 Avenue Giuseppe-Motta 1 Glategny Esplanade, 1211 Geneva St Peter Port, Switzerland Guernsey GY1 4ND Channel Islands