Credit Suisse Group Finance (Guernsey) Limited

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF 2019 BONDHOLDERS. IF 2019 BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. Credit Suisse Group Finance (Guernsey) Limited (incorporated with limited liability in Guernsey, Channel Islands) (the Issuer ) NOTICE OF ADJOURNED MEETING of the holders of the 400,000,000 Guaranteed Floating Rate Notes due 2019 (ISIN: XS ) (the 2019 Bonds ) NOTICE IS HEREBY GIVEN that an adjourned meeting (the Adjourned Meeting ) of the holders of the 2019 Bonds (the 2019 Bondholders ) convened by the Issuer will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom on 29 September 2016 at 10:00 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolution set out below, which will be proposed as an Extraordinary Resolution at the Adjourned Meeting in accordance with the provisions of the agency agreement (the Agency Agreement ), made between Credit Suisse Group Finance (Guernsey) Limited, Credit Suisse Group AG and Credit Suisse AG, among others. Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the respective meanings given in the Agency Agreement, the terms and conditions of the 2019 Bonds (the Conditions ) or the Extraordinary Resolution, as applicable. EXTRAORDINARY RESOLUTION THAT this Adjourned Meeting of the holders (together, the 2019 Bondholders") of the presently outstanding 400,000,000 Guaranteed Floating Rate Notes due 2019 (the 2019 Bonds ) of Credit Suisse Group Finance (Guernsey) Limited (the Issuer ), issued with the benefit of an agency agreement dated 27 July 1999 (the Agency Agreement ) made between, inter alios, the Issuer, Credit Suisse Group (as Guarantor) and Credit Suisse AG (the Agent ) as agent for the 2019 Bonds: 1. (subject to paragraph 4 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the 2019 Bonds (the Conditions ), as set out in Schedule 1 to the Agency Agreement, to amend the Conditions as follows. Condition 9, as it applies to the 2019 Bonds shall be amended as set out below (the Proposed Amendments ): 9 Events of Default If any of the following events (each an Event of Default ) occurs and is continuing: 1

2 (a) Non-payment of interest the Issuer fails to pay any interest on any of the Notes when due and such failure continues for a period of 30 days; or (b) Non-payment of principal the Issuer fails to pay the principal of any of the Notes when due and such failure continues for a period of 10 days; or (c) Breach of other obligations the Issuer or the Guarantor does not perform or comply with any one or more of its other obligations in the Notes or the Guarantee which default is incapable of remedy or is not remedied within 60 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder; or (d) Cross-Default (i) any other present or future loan or indebtedness of the Issuer or the Guarantor for or in respect of borrowed money with an original maturity in excess of four years becomes due and payable prior to its stated maturity otherwise than at the option of the Issuer or, as the case may be, the Guarantor, or (ii) any such indebtedness is not paid when due or. as the case may be, within any applicable grace period, or (iii) the Issuer or the Guarantor fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any borrowed money with an original maturity in excess of four years provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds U.S.$12,500,000, in the case of the Issuer, or U.S.$25,000,000, in the case of the Guarantor, or, in either case, its equivalent in another currency (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this paragraph operates); or (e) Security Enforced any mortgage, lien or other encumbrance, present or future, created or assumed by the Issuer or the Guarantor becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) provided that the aggregate amount of the relevant indebtedness in respect of which such mortgage, lien or other encumbrance was created or permitted to subsist equals or exceeds U.S.$12,500,000 in the case of the Issuer, or U.S.$25,000,000 in the case of the Guarantor, or in either case, its equivalent in another currency (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this paragraph operates); or (f) Insolvency (i) the Issuer or the Guarantor is (or is, or could be, deemed by law or a court of competent jurisdiction to be) insolvent or bankrupt or unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of its the relevant creditors generally in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or the Guarantor; or 2

3 (i) the Issuer or the Guarantor commences a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganisation or similar law to be adjudicated insolvent or bankrupt, or consents to the entry of a decree or order for relief in any involuntary case or proceeding under any such law; or (g) Winding-up an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or the Guarantor, or the Issuer or the Guarantor ceases or threatens to cease to carry on all or a material part of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by an Extraordinary Resolution of the where all of the assets of the Issuer or the Guarantor, as the case may be, are transferred to, and all of its debts and liabilities are assumed by, a continuing entity; (h) Analogous Events any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs; or (i) Guarantee the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect: then the holders of at least 25 per cent. in aggregate principal amount of the outstanding Notes any Note may, by notice in writing given to the Fiscal Agent at its specified office by the holder, be declared declare all the Notes to be immediately due and payable whereupon they it shall become immediately due and payable at their its principal amount together with accrued interest without further formality unless such Event of Default shall have been remedied prior to the receipt of such notice by the Fiscal Agent. 2. (subject to paragraph 4 of this Extraordinary Resolution) authorises, empowers and in the case of the Agent, directs and requests: (a) (i) the Issuer and the Agent to execute a supplemental agency agreement in respect of the 2019 Bonds (the Supplemental Agency Agreement ); and (ii) the Agent to affix the Global Note Addendum to the global note representing the 2019 Bonds, in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Adjourned Meeting and for the purpose of identification signed by the chairman thereof; and (b) the Issuer, the Guarantor and the Agent to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution; 3. (subject to paragraph 4 of this Extraordinary Resolution) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the 2019 Bondholders appertaining to the 2019 Bonds against the Issuer, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation; 3

4 4. declares that the implementation of this Extraordinary Resolution shall be conditional on the passing of this Extraordinary Resolution, the Issuer electing to proceed with such implementation and the Consent Solicitation not having been terminated; 5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below: Agency Agreement means the agency agreement dated agreement dated 27 July 1999 made between, inter alios, the Issuer, Credit Suisse Group AG (as Guarantor) and Credit Suisse AG, as agent for the 2019 Bonds; Consent Solicitation means the invitation by the Issuer to all Series of Bondholders to consent to the modification of the Conditions as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; Consent Solicitation Memorandum means the consent solicitation memorandum dated 22 August 2016 prepared by the Issuer in relation to the Consent Solicitation. Global Note Addendum means an addendum which the Agent shall affix to the global note relating to the 2019 Bonds implementing the Proposed Amendments once passed. BACKGROUND The Issuer has convened the Adjourned Meeting for the purpose of enabling the holders of the 2019 Bonds to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the 2019 Bonds. In response to constantly evolving international regulatory requirements, and to comply with Swiss Too Big To Fail obligations which require systemically important Swiss financial institutions, such as Credit Suisse AG, to modify their structures in order to facilitate resolution measures in the event of a banking failure, Credit Suisse AG has, in consultation with the Swiss Financial Market Supervisory Authority FINMA ( FINMA ), undertaken to implement changes to its legal entity structure (the Reorganisation ). As part of this Reorganisation, Credit Suisse AG has established a wholly owned subsidiary, Credit Suisse (Switzerland) Ltd (the Subsidiary ), which is intended to serve as a new Swiss banking entity. It is proposed that the business of the Swiss Universal Bank division of Credit Suisse AG (the Parent ), including the assets, liabilities, employees and contracts relating thereto, will be transferred to the Subsidiary in the second half of 2016 pursuant to an asset transfer agreement between Credit Suisse AG and the Subsidiary. This transfer, and potential other later transfers in connection with the Reorganisation to a direct or indirect Swiss subsidiary of the Parent, will be effected by way of a bulk transfer (Vermögensübertragung) pursuant to article 69 et seq. of the Swiss Merger Act or by way of contribution by Credit Suisse AG (the Asset Transfers ). Following such Asset Transfers, the Subsidiary, rather than Credit Suisse AG, will directly carry out the relevant business of the Swiss Universal Bank division. In line with Swiss Too Big To Fail legislation and requirements of FINMA, the Subsidiary will be a member of the Credit Suisse group and be part of the Credit Suisse divisional management structure, but will have a measure of operational and managerial independence. Following completion of the Reorganisation, Credit Suisse AG plans to undertake a partial (approximately 20-30%) IPO of the Subsidiary, subject to, among other things, market conditions and all necessary approvals (the IPO ). The IPO underscores the Subsidiary s identity and value within Switzerland and within the group and is intended to generate/raise additional capital for Credit Suisse AG and/or the Subsidiary. The Issuer is seeking approval by the 2019 Bondholders of the Proposed Amendments described in Further Information and Terms and Conditions of the Consent Solicitation Memorandum to substantially conform 4

5 the terms and conditions of each Series to the terms and conditions of the current senior unsecured debt programme of Credit Suisse AG and to facilitate the plans described above. CONSENT SOLICITATION The 2019 Bondholders are further given notice that the Issuer has invited holders of the 2019 Bonds (the Consent Solicitation ) to consent to the approval, by Extraordinary Resolution at the Adjourned Meeting, of the modification of the Conditions as described in paragraph 1 of the Extraordinary Resolution as set out above, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 5 of the Extraordinary Resolution set out above). The 2019 Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. Pursuant to each Consent Solicitation, each 2019 Bondholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.10 per cent. of the principal amount of the 2019 Bonds that are the subject of such Consent Instruction (the Participation Fee ), all as more fully described in the Consent Solicitation Memorandum. GENERAL A copy of the Supplemental Agency Agreement as referred to in the Extraordinary Resolution set out above is also available for inspection by the 2019 Bondholders (a) on and from the date of this Notice up to and including the date of the Adjourned Meeting, at the specified offices of each Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Adjourned Meeting and (b) at the Adjourned Meeting and at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ United Kingdom for 15 minutes before the Adjourned Meeting. Any revised version of the Supplemental Agency Agreement made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the relevant document and the 2019 Bondholders will be deemed to have notice of any such changes. On 7 September 2016, the Issuer gave notice (the 7 September Notice ) to the 2019 Bondholders that subject to, and immediately following implementation of the Extraordinary Resolution set out above, the Issuer and the Guarantor intend to enter into a Deed Poll in favour of the 2019 Bondholders pursuant to which each 2019 Bondholder, individually, shall have the right to declare its 2019 Bonds, by notice in writing given to the Fiscal Agent at its specified office, immediately due and payable at their principal amount together with accrued interest without further formality, upon the occurrence of a Cross Default (being an event as set out and identical in scope to Condition 9(d) of the 2019 Bonds) or Security Enforced (being an event as set out and identical in scope to Condition 9(e) of the 2019 Bonds) unless such event shall have been remedied prior to the receipt of such notice by the Fiscal Agent. A 2019 Bondholder may exercise such right in respect of 2019 Bonds held by such 2019 Bondholder only and the rights of other 2019 Bondholders shall remain unaffected by such exercise. The attention of 2019 Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Adjourned Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, 2019 Bondholders are strongly urged either to attend the Adjourned Meeting or to take steps to be represented at the Adjourned Meeting (including by way of submitting Consent Instructions) as soon as possible. 5

6 INCORPORATION OF INFORMATION BY REFERENCE The Issuer is "incorporating by reference" certain information filed on behalf of Credit Suisse AG with the United States Securities and Exchange Commission (the SEC ) and the current documentation relating to its Euro Medium Term Note Programme (the Programme ) into this Notice, which means that the Issuer is disclosing important information to 2019 Bondholders by referring them to those documents. Information that is incorporated by reference is an important part of this Notice. The Issuer incorporates by reference into this Notice: (a) (i) the 2015 Annual Report on Form 20-F for the fiscal year ended 31 December 2015 of Credit Suisse AG filed on 24 March 2016; (ii) the Form 6-K of Credit Suisse AG filed on 29 April 2016; (iii) the Form 6-K of Credit Suisse AG, including the Credit Suisse Group AG and Credit Suisse AG Financial Report 1Q16 exhibited thereto, filed on 10 May 2016; (iv) the Form 6-K of Credit Suisse AG filed on 2 June 2016; (v) (vi) the Form 6-K of Credit Suisse AG, including the Credit Suisse Group AG and Credit Suisse AG Financial Report 2Q16 exhibited thereto, and the Credit Suisse (Bank) Financial Statements 6M16, filed on 28 July 2016; the Form 6-K of Credit Suisse AG filed on 6 September 2016; and (vii) the Form 6-K of Credit Suisse AG filed on 7 September 2016, which were filed on behalf of Credit Suisse AG with the SEC, and which documents form an integral part of this Notice, in each case only to the extent that such report (or portion thereof) expressly states that such report is filed (and not furnished) to the SEC and is incorporated by reference into the registration statement of Credit Suisse AG filed with the SEC on Form F-3 (file no ); (b) (c) the Base Prospectus (the Base Prospectus ) dated 2 August 2016 relating to the Programme (including the documents incorporated therein by reference, whether currently at the date of this Notice or incorporated by reference after the date of this Notice and prior to the date of the Adjourned Meeting by way of a supplement to the Base Prospectus as described below), including any supplements thereto; and the 7 September Notice. Any filings Credit Suisse AG makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, after the date of this Notice and prior to the date of the Adjourned Meeting (such filings, together with the annual report on Form 20-F and the current reports on Form 6-K referred to in subparagraph (a) above, the SEC Filings ), and any supplements to the Base Prospectus published by Credit Suisse AG after the date of this Notice and prior to the date of the Adjourned Meeting (such supplements, together with the Base Prospectus, the Programme Documents ) shall be deemed to be incorporated in and made a part of this Notice by reference from the date of filing or publication, as applicable, of such documents. Credit Suisse AG's reports on Form 6-K filed with the SEC after the date of this Notice (or portions thereof) are incorporated by reference in this Notice only to the extent that the reports (or parts thereof) expressly state either (1) such reports are filed (and not furnished) with the SEC or (2) that such report is intended to be incorporated by reference into this Notice. 6

7 Any statement contained in this Notice or in a document (or part thereof) incorporated or considered to be incorporated by reference in this Notice will be considered to be modified or superseded for purposes of this Notice to the extent that a statement contained in this Notice or in any other subsequently filed document (or part thereof) which is or is considered to be incorporated by reference in this Notice modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded will not be considered, except as so modified or superseded, to constitute a part of this Notice. Copies of each of the documents incorporated by reference into this Notice (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) may be obtained at no cost, by contacting the Tabulation Agent, the contact details for which are set out below, through the SEC's EDGAR system at (in the case of the SEC Filings) or through Credit Suisse's website at (in the case of the Programme Documents). The Issuers are not incorporating the contents of the website into this Consent Solicitation Memorandum. VOTING AND QUORUM 2019 Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction in respect of the Extraordinary Resolution by a.m. (London time) on 27 September 2016 (the Expiration Deadline ), by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Agent as their proxy to vote in favour of or against (as specified in the relevant Consent Instruction) the Extraordinary Resolution at the Adjourned Meeting, need take no further action to be represented at the Adjourned Meeting Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction in respect of the Extraordinary Resolution should take note of the provisions set out below detailing how such 2019 Bondholders can attend or take steps to be represented at the Adjourned Meeting. 1. Subject as set out below, the provisions governing the convening and holding of the Adjourned Meeting are set out in a schedule to the Agency Agreement, copies of which are available from the date of this Notice to the conclusion of the Adjourned Meeting as referred to above. For the purposes of the Adjourned Meeting, a Bondholder means a Euroclear/Clearstream Participant (as defined below). 2. All of the 2019 Bonds held through Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) are represented by a global Bond held by a common depositary for Euroclear and/or Clearstream, Luxembourg (the Euroclear/Clearstream Bonds ). For the purposes of this paragraph, a Euroclear/Clearstream Participant means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Euroclear/Clearstream Bonds. A Euroclear/Clearstream Participant or beneficial owner of Euroclear/Clearstream Bonds wishing to attend the Adjourned Meeting in person must produce at the Adjourned Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Euroclear/Clearstream Bonds in respect of which it wishes to vote. A Euroclear/Clearstream Participant or beneficial owner of Euroclear/Clearstream Bonds not wishing to attend and vote at the Adjourned Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Euroclear/Clearstream Participant may (or 7

8 the beneficial owner of the Euroclear/Clearstream Bonds may arrange for the relevant Euroclear/Clearstream Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a Euroclear/Clearstream Instruction ) in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) instructing the Agent to appoint a proxy to attend and vote at the Adjourned Meeting in accordance with that Euroclear/Clearstream Participant's instructions. A Euroclear/Clearstream Participant must request the relevant clearing system to block the relevant Euroclear/Clearstream Bonds in its account and to hold the same to the order or under the control of the Agent not later than the Expiration Deadline in order to obtain voting certificates or give voting instructions in respect of the Adjourned Meeting. In the case of Euroclear/Clearstream Instructions such blocking instructions are part of the electronic instructions that must be given. The 2019 Bonds so blocked will not be released until the earlier of: (i) the conclusion of the Adjourned Meeting; and (ii) (A) in respect of (a) voting certificate(s), the surrender to the Agent of such voting certificate(s) and notification by the Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or (B) in respect of voting instructions, not less than 48 Hours before the time for which the Adjourned Meeting is convened, the notification in writing of any revocation of a Euroclear/Clearstream Participant's previous instructions to the Agent and the same then being notified in writing by the Agent to the Issuer at least 24 hours before the time appointed for holding the Adjourned Meeting and such Euroclear/Clearstream Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the Agent to be held to its order or under its control. For the purposes of this Notice, 24 Hours shall mean a period of 24 hours including all or part of a day upon which banks are open for business in London and Luxembourg (disregarding for this purpose the day on which the Adjourned Meeting is to be held) and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until it includes all or part of such day, and 48 Hours shall mean a period of 48 hours including all or part of two days upon which banks are open for business in London and Luxembourg (disregarding for this purpose the day upon which the Adjourned Meeting is to be held) and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until it includes all or part of such two days Bondholders should note that Forms of Proxy and voting instructions (unless validly revoked) given, and voting certificates obtained in respect of, the initial Meeting shall remain valid for the Adjourned Meeting. 3. The quorum at the Adjourned Meeting will be two or more persons present whatever the nominal amount of the 2019 Bonds for the time being outstanding so held or represented by them. The holding of the Adjourned Meeting is subject to the Issuer giving at least 10 clear days' notice in accordance with the Conditions and the Agency Agreement that such Adjourned Meeting is to be held. 4. Every question submitted to the Adjourned Meeting shall be decided in the first instance by a show of hands. Unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman, the Issuer or any 2019 Bondholder present or proxy or representative (whatever the nominal amount of the 2019 Bonds held or represented by him), a declaration by the Chairman that a resolution 8

9 has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the Extraordinary Resolution. At the Adjourned Meeting (a) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each 1,000 in nominal amount of the 2019 Bonds so represented by the voting certificate or in respect of which that person is a proxy or representative. 5. To be passed at the Adjourned, the Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the persons voting on the resolution upon a show of hands or if a poll was duly demanded then by a majority consisting of not less than three-quarters of the votes given on the poll. If passed, the Extraordinary Resolution will be binding on all 2019 Bondholders of the 2019 Bonds, whether or not present at the Adjourned Meeting and whether or not voting. This Notice is given by Credit Suisse Group Finance (Guernsey) Limited Bondholders should contact the following for further information: The Solicitation Agent Credit Suisse Securities (Europe) Limited, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom (Attention: Liability Management Group, Telephone: , liability.management@credit-suisse.com) The Tabulation Agent Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom (Attention: Sunjeeve Patel / Paul Kamminga, Telephone: , cs@lucid-is.com), as Tabulation Agent Dated: 16 September