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Credit Suisse AG (Incorporated with Limited Liability in Switzerland)

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Credit Suisse AG (Incorporated with Limited Liability in Switzerland) Credit Suisse AG (incorporated with limited liability in Switzerland) acting through its Guernsey Branch EUR 15 billion Covered Bond Programme unconditionally and irrevocably guaranteed as to payments by Credit Suisse Hypotheken AG (incorporated with limited liability in Switzerland) Under this €15 billion Covered Bond Programme (the Programme), Credit Suisse AG (Credit Suisse or CS), acting through its Guernsey branch (in such capacity, the Issuer) may from time to time issue covered bonds (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Credit Suisse together with its subsidiaries and affiliates is referred to herein as the Issuer Group. The obligations of Credit Suisse Hypotheken AG (the Guarantor) under its guarantee of the Covered Bonds (the Guarantee) are unsecured, and the Covered Bonds do not constitute mortgage bonds (Pfandbriefe) within the meaning of the Swiss Federal Act on Mortgage Bonds as of 25 June 1930 (as amended from time to time) (Pfandbriefgesetz) (the Swiss Federal Act on Mortgage Bonds). Accordingly, neither the Covered Bonds nor the Guarantee benefit from any security attached to mortgage bonds under the Swiss Federal Act on Mortgage Bonds and neither Credit Suisse nor the Guarantor are subject to supervision by the Swiss Financial Market Supervisory Authority FINMA (FINMA) pursuant to the Swiss Federal Act on Mortgage Bonds in relation to the issuance of the Covered Bonds or the Guarantee. Covered Bonds may be issued in bearer or registered form (respectively, Bearer Covered Bonds and Registered Covered Bonds). The Covered Bonds may be issued on a continuing basis to one or more of the dealers (the Dealers) specified under the section of this Base Prospectus entitled "General Description of the Programme" (below) and any additional Dealer appointed under the Programme from time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis. References in this base prospectus (the Base Prospectus) to the relevant Dealer shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Covered Bonds. i An investment in Covered Bonds issued under the Programme involves certain risks. For a discussion of these risks, see the section of this Base Prospectus entitled Risk Factors (below). This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the Financial Regulator or CSSF), as competent authority under the Prospectus Directive and the Luxembourg Act (as defined below). The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus on the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act. The Financial Regulator only approves this Base Prospectus as meeting the requirements imposed under the Luxembourg Act. Such approval relates only to the Covered Bonds which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the Regulated Market) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State. There can be no assurance that any such admission to trading will be obtained. Application has been made to the Luxembourg Stock Exchange (the Luxembourg Stock Exchange) for Covered Bonds issued under the Programme during the 12 months from the date of this Base Prospectus to be admitted to the official list (the Official List) and trading on the Regulated Market. Covered Bonds which may be listed on the Regulated Market and/or admitted to trading on a regulated market (for the purposes of Directive 2004/39/EC) situated or operating in a member state of the European Union and/or offered to the public in a Member State in circumstances which require the publication of a prospectus under the Prospectus Directive must have a minimum denomination of at least €100,000. This document constitutes the Base Prospectus in relation to the Issuer (defined below) for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State) (the Prospectus Directive) and for the purposes of the Luxembourg Act dated 10 July 2005, as amended (the Luxembourg Act). The Covered Bonds and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may include Covered Bonds in bearer form that are subject to United States tax law requirements. Covered Bonds in bearer form may not be offered, sold or delivered within the United States or its possessions or to, or for the account or benefit of, U.S. persons, except in certain transactions permitted by U.S. tax regulations (see Transfer Restrictions and Selling Restrictions below). Covered Bonds may not be offered or sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Covered Bonds are being offered and sold only (A) in global form in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act (Rule 144A)) in reliance on Rule 144A and (B) in "offshore transactions" to non-U.S. persons (as defined in Regulation S) in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Covered Bonds may be relying on the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A or Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of Covered Bonds and distribution of this Base Prospectus, see Transfer Restrictions and Selling Restrictions. The Issuer may agree with any Dealer and the Trustee (as defined herein) that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered Bonds set out herein (the Conditions), in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds. The Covered Bonds issued under the Programme are expected on issue to be assigned a rating of "Aaa" by Moody's Investors Service Limited (Moody's) and "AAA" by Fitch Ratings Limited (Fitch). The credit ratings referenced in this Base Prospectus (with the exception of those credit ratings in relation to CS and CS Group referenced in the documents incorporated by reference) have also been issued, by Moody's and Fitch, ii each of which is established in the European Union and is registered under Regulation (EU) No 1060/2009 as amended by Regulation (EU) No 513/2011 and Regulation (EC) No 462/2013 (the CRA Regulation). As such each of Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation. The rating of certain Series of Covered Bonds to be issued under the Programme may be specified in the applicable Final Terms. Please also refer to Risks relating to Covered Bonds generally – Credit rating may not reflect all risks in the Risk Factors section of this Base Prospectus. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision, suspension or withdrawal at any time. The credit ratings in relation to CS and CS Group referenced in the documents incorporated by reference into this Base Prospectus have been issued, for the purposes of the CRA Regulation, by Standard & Poor’s Credit Market Services Europe Limited (S&P), Fitch and Moody’s Investors Service, Inc. (Moody's Inc). S&P and Fitch are both established in the European Union and registered under the CRA Regulation, as set out in the list of registered credit rating agencies published on the website of the ESMA (on www.esma.europa.eu/page/list-registered-and-certified-CRAs). Moody’s Inc is not established in the European Union and has not applied for registration under the CRA Regulation. In general, and subject to certain exceptions (including the exception outlined below), European regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Subject to the fulfillment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an EU CRA) may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a non-EU CRA); and (ii) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are “at least as stringent as” the requirements of the CRA Regulation.
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