Corporate Press Release

Press Release

Proposals for the Annual General Meeting on May 9, 2014

The Board of Directors of Credit Suisse Group AG today published the agenda for the Annual General Meeting on May 9, 2014.

- Proposal for a cash distribution to shareholders for the 2013 financial year of CHF 0.70
- Proposal to increase the conditional capital for the purpose of delivering shares in the context of employee stock option programs from CHF 441,983.92 (equivalent to 11,049,598 registered shares) by CHF 1,200,000 (equivalent to 30,000,000 shares) to a maximum of CHF 1,641,983.92 (equivalent to 41,049,598 registered shares)
- Consultative vote on the 2013 Compensation Report
- Proposal on the amendments to the Articles of Association to implement the new Ordinance against Excessive Compensation with respect to Listed Stock Corporations
- Walter B. Kielholz and Peter Brabeck-Letmathe will be stepping down from the Board of Directors at the General Meeting on May 9, 2014, after 15 years and 17 years of service, respectively
- All other members of the Board of Directors will be standing for re-election
- The Board proposes Severin Schwan and Sebastian Thrun for election to the Board of Directors as new members
- Election of the members of the Compensation Committee

The proposal for the cash distribution to shareholders for the 2013 financial year was previously announced on February 6, 2014.

The 2013 Annual Report is available online.

The Board of Directors of Credit Suisse Group AG today announced its proposals for the Annual General Meeting on May 9, 2014, including the proposal to appoint Severin Schwan and Sebastian Thrun to the Board of Directors.

With regard to the appointments of Severin Schwan and Sebastian Thrun, Urs Rohner, Chairman of the Board of Directors, said the following: "Severin Schwan has been the CEO of Roche since 2008. He is an outstanding leader with a wealth of global experience, and with deep roots in Switzerland. Sebastian Thrun is an excellent scientist, teacher and entrepreneur. He is the founder and CEO of Udacity, an online university, as well as a Google Fellow, and the founder and head of the Google X research unit. He has been a research professor in the field of artificial intelligence and robotics at Stanford University since 2003."

Urs Rohner added: "We are pursuing ambitious growth targets across our markets globally. Technology is fundamentally changing our clients' needs and the market environment, affording us great opportunities in private banking and investment banking worldwide, and in our home market of Switzerland. With Severin Schwan and Sebastian Thrun, two leaders have been nominated to join the Board of Directors, and their extensive experience will help us drive Credit Suisse’s strategy, which is focused on clients and innovation. I look forward to working with them to shape the future of Credit Suisse."

Urs Rohner commented as follows on Walter Kielholz and Peter Brabeck stepping down from the Board of Directors: "As prominent leaders on a strong Board of Directors, Walter Kielholz and Peter Brabeck have greatly influenced the development of Credit Suisse for the last decade and a half. Thanks to their strategic foresight, global networks, and consummate knowledge of the financial industry and the corporate world, they have made a vital contribution to the evolution of Credit Suisse as an integrated bank and to its strategic development since the financial crisis. In an era in which the global economy and the requirements for banks have changed dramatically, Walter Kielholz and Peter Brabeck assumed responsibility for Credit Suisse. The bank has a great deal to thank them for. I personally have always considered it a great privilege to work with Walter Kielholz and Peter Brabeck, and I would like to wish them all the best in their new endeavors."

Distribution against Reserves from Capital Contributions
As previously announced, the Board of Directors proposes a distribution against reserves from capital contributions of CHF 0.70 per registered share in cash for the 2013 financial year.

Increase in Conditional Capital for Employee Shares
The Board of Directors proposes that the existing conditional capital for the purpose of delivering shares in the context of employee stock option programs be increased from CHF 441,983.92 (equivalent to 11,049,598 registered shares) by CHF 1,200,000 (equivalent to 30,000,000 shares) to a maximum of CHF 1,641,983.92 (equivalent to 41,049,598 registered shares).

Consultative Vote on the 2013 Compensation Report
Consistent with the practice in prior years, the 2013 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to the Annual General Meeting for a consultative vote.

Amendments to the Articles of Association
To implement the new Ordinance against Excessive Compensation with respect to Listed Stock Corporations issued by the Swiss Federal Council, the Board of Directors proposes amendments to the Articles of Association. These are outlined in the Report of the Board of Directors on the Amendments to the Articles of Association published in addition to the Invitation to the Annual General Meeting of Shareholders.

Elections to the Board of Directors
Walter B. Kielholz and Peter Brabeck-Letmathe will be stepping down from the Board of Directors at this year's Annual General Meeting. Walter Kielholz has been a member of the Board of Directors since 1999, serving as Chairman from 2003 to 2009. Peter Brabeck has been a member of the Board of Directors since 1997, and served as Vice-Chairman between 2000 and 2005, as well as from 2008 onward.

At the Annual General Meeting on May 9, 2014, the Board of Directors of Credit Suisse Group AG proposes the election of Severin Schwan and Sebastian Thrun to the Board of Directors for a term of office of one year. Chairman Urs Rohner and all other members of the Board of Directors are standing for re-election for a term of office of one year. The proposal of the Board of Directors regarding the individual election of each member of the Board of Directors and its Chairman for a term of office of one year is in line with the requirements of the above-mentioned ordinance.

Elections to the Compensation Committee
In a further move to implement the above-mentioned ordinance, the Annual General Meeting will also elect the members of the Compensation Committee. The Board of Directors proposes the election of Jean Lanier, Andreas Koopmann, Iris Bohnet and Kai Nargolwala to the Compensation Committee.

Invitation to the Annual General Meeting and Publication of Agenda
The invitation and agenda for the Annual General Meeting, the Report of the Board of Directors on the Amendments to the Articles of Association, and a letter to shareholders from the Chairman of the Board of Directors are available on the Credit Suisse website at:
www.credit-suisse.com/agm

2013 Annual Reports
The 2013 Annual Report and the 2013 Corporate Responsibility Report, which also includes the 2013 Company Profile, are available on the Credit Suisse website. Printed copies may be ordered free of charge from:
www.credit-suisse.com/annualreporting