THESE MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR TO AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO U.S. PERSONS (“U.S. PERSONS”) AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE SECURITIES OF CREDIT SUISSE GROUP AG OR ITS AFFILIATES DESCRIBED IN THESE MATERIALS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.

Credit Suisse Group AG today announces that it has placed two series of mandatory convertible notes (“MCNs”), Series A MCNs and Series B MCNs, which will be convertible into 100 million shares and 103 million shares of Credit Suisse Group AG, respectively (together “the Offering”). Both series were placed to a selected group of core shareholders, institutional investors and ultra-high-net-worth individuals.

The Series A MCNs have already been placed and allocated directly with such investors.

The Series B MCNs were pre-placed to such investors but are being re-offered to existing shareholders of Credit Suisse Group AG by way of an offering of preferential subscription rights (“Rights”).

The investors have entered into definitive agreements to purchase any Series B MCNs not taken up by shareholders, thereby ensuring full placement of both series of MCNs.

As discussed in our earnings release published today, our capital position remained solid with a CET1 ratio of 12.2% and a CET1 leverage ratio of 3.8% as per the end of 1Q21. However, with the Offering, we expect to further strengthen our capital position in line with our intention to achieve a CET1 ratio of approximately 13% and a minimum CET1 leverage ratio of 4%.

The MCNs will be issued by Credit Suisse Group (Guernsey) VII, Limited (the “Issuer”) on or around May 12, 2021, and will benefit from an unconditional and irrevocable guarantee by Credit Suisse Group AG of amounts due under them and, on a subordinated basis, the delivery of shares on their conversion. The MCNs will be mandatorily convertible at their 6 month maturity (but subject to early conversion upon the occurrence of certain events, as well as at the option of the holder after an initial 40-day period).

The MCNs’ conversion ratio will be their CHF-denominated principal amount divided by their conversion price, which will be set at an at-the-market discount of 5.0% to the average of the volume-weighted average price of Credit Suisse Group AG’s shares on April 22 and 23, 2021. Unless converted early at the option of the holder, the Issuer will pay a fixed interest amount on the MCNs at the time of their conversion equivalent to a rate of 3.0% per annum. The Issuer will also pay a floating interest amount on the MCNs to the extent any cash dividend or cash distribution is made by Credit Suisse Group AG to its shareholders after the pricing date but prior to the relevant conversion date.

For the series B MCNs, Credit Suisse Group AG shareholders will be granted one Right for each registered share held after close of trading on April 27, 2021. The Rights will, subject to certain limitations based on residency, be exercisable from April 28, 2021 until May 6, 2021 at 12.00 noon (CEST).

The shares of Credit Suisse Group AG underlying the Series A MCNs will be issued from Credit Suisse Group AG's current conditional capital. The shares of Credit Suisse Group AG underlying the Series B MCNs will be issued from Credit Suisse Group AG's current authorized capital. As the full amount of the current authorized capital is expected to be utilized for such issuance, the Board has decided to withdraw, at the Annual General Meeting 2021, its proposal for a moderate increase and the extension of the authorized capital.

Prohibition of Sales to EEA Retail Investors The MCNs are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of the Markets in Financial Instruments Directive 2014/65/EU (as amended or replaced from time to time) (“MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the MCNs or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the MCNs or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors The MCNs are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA that were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA, or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the MCNs or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the MCNs or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

These materials are only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).  The MCNs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such MCNs will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on these materials or any of its contents.