Corporate Press Release

Press Release

Agenda for the Annual General Meeting on April 24, 2015

The Board of Directors of Credit Suisse Group AG today announced its proposals for the Annual General Meeting on April 24, 2015. Additionally, Credit Suisse Group AG and Credit Suisse AG published their 2014 Annual Report today. The 2014 Annual Report on Form 20-F includes Credit Suisse’s audited financial statements and Compensation Report. The Corporate Responsibility Report and the Company Profile have also been published.

The Board of Directors of Credit Suisse Group AG today published the agenda for the Annual General Meeting on April 24, 2015.

  • Proposal for a distribution to shareholders for the 2014 financial year of CHF 0.70 per registered share in the form of either a scrip dividend, a cash distribution or a combination thereof, at the discretion of the shareholders
  • Proposal to increase the authorized capital to a maximum of CHF 6.4 million to maintain financial flexibility in the course of further developing business activities and for the purposes of servicing the 2015 scrip dividend
  • Approval of the compensation of the Board of Directors and the Executive Board and consultative vote on the 2014 Compensation Report
  • With regard to changes to the Board of Directors, as previously announced on February 12, 2015:
    • Seraina Maag has been nominated for election to the Board of Directors as a new member
    • Jean-Daniel Gerber and Anton van Rossum will be stepping down from the Board of Directors at the Annual General Meeting on April 24, 2015
    • All other members of the Board of Directors are standing for re-election

The 2014 Annual Report will be available online at 7:15 CET today.

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 for the 2014 financial year in the form of either a scrip dividend, a cash distribution or a combination thereof. This allows Credit Suisse Group AG to pay a distribution to shareholders, while in case of an election for shares retaining regulatory capital in view of the increased regulatory capital requirements. Shareholders will be entitled to elect to either receive new shares (free of charge), subject to any legal restrictions applicable in their home jurisdiction, or to receive a cash distribution in the amount of CHF 0.70 per registered share. Should no election be made, the distribution will be paid out entirely in cash.

The delivery for both the new shares and the cash distribution is scheduled for May 21, 2015. The issue price of the new shares is based on the five-day average of volume-weighted average prices from May 11, 2015 to May 18, 2015 of the shares of Credit Suisse Group AG listed on the SIX Swiss Exchange AG, less a discount of 6%.

Further information on the scrip dividend can be found in the "Shareholder Information – Summary Document", which is available on the Credit Suisse website at: www.credit-suisse.com/agm

Increase and Extension of Authorized Capital
In order to maintain financial flexibility in the course of further developing business activities and the business portfolio, and for the purposes of servicing the scrip dividend, the Board of Directors proposes an increase in the authorized capital from currently CHF 4,497,908.52 (equivalent to 112,447,713 registered shares) to a maximum of CHF 6,400,000 (equivalent to 160,000,000 registered shares). Additionally, the Board of Directors proposes that the authorization be extended by two years, and that Art. 27 of the Articles of Association be amended accordingly. 60,000,000 of these registered shares are exclusively reserved for servicing the 2015 scrip dividend.

Approval of the Compensation of the Board of Directors and the Executive Board
At the 2014 ordinary General Meeting of Shareholders, Credit Suisse Group AG amended the Articles of Association to take account of the requirements of the Ordinance against Excessive Compensation with Respect to Listed Stock Corporations and thus, for the purposes of good corporate governance, created at an early stage the basis for the approval of the compensation of the Board of Directors and the Executive Board. The General Meeting of Shareholders approves on an annual basis the compensation of the Board of Directors in advance for the period up until the next ordinary General Meeting of Shareholders. In the interests of well-functioning compensation governance, to ensure flexibility when aligning the approval periods with the compensation plans, the Board of Directors sets out in its proposal to the General Meeting of Shareholders whether approval by the General Meeting of Shareholders is prospective or retrospective with regard to the compensation of the Executive Board and for which periods. With regard to the 2015 General Meeting of Shareholders, the Board of Directors has decided to present the fixed compensation component for the Executive Board to the General Meeting of Shareholders for approval in advance, while the variable components are to be approved in retrospect.

The Board of Directors proposes approving a maximum amount of compensation of the Board of Directors of CHF 12 million for the period until the 2016 ordinary General Meeting of Shareholders. Additionally, the Board of Directors proposes approving the maximum amount of CHF 32.0 million, comprising the fixed compensation component for the Executive Board for the period until the 2016 ordinary General Meeting of Shareholders. The Board of Directors also proposes approving the amount of CHF 39.1 million, comprising the long-term and short-term variable compensation elements of the Executive Board for the 2014 financial year.

Consultative Vote on the 2014 Compensation Report
Consistent with the practice in prior years, the 2014 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to the General Meeting of Shareholders for a consultative vote.

Elections to the Board of Directors At the General Meeting of Shareholders on April 24, 2015, the Board of Directors of Credit Suisse Group AG proposes the election of Seraina Maag to the Board of Directors for a term of office of one year, as previously announced.

As previously announced, Jean-Daniel Gerber and Anton van Rossum are stepping down from the Board of Directors at this year's General Meeting of Shareholders. Jean-Daniel Gerber has been a member of the Board of Directors since 2012. Anton van Rossum has been on the Board of Directors since 2005.

Chairman Urs Rohner and the other members of the Board of Directors stand for re-election for a term of office of one year.

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

2014 Annual Report
Credit Suisse Group AG and Credit Suisse AG (together, Credit Suisse) today publish their 2014 Annual Report. The 2014 Annual Report on Form 20-F includes Credit Suisse’s audited financial statements and Compensation Report. Credit Suisse also publishes the 2014 Corporate Responsibility Report and Company Profile. All publications are available for download starting at 07:15 CET today and hard copies can be ordered free of charge at: www.credit-suisse.com/annualreporting

The 2014 Annual Report on Form 20-F will be filed with the US Securities and Exchange Commission during the course of today, March 20, 2015, and will be available for download at: www.credit-suisse.com/sec

The 2014 Annual Report contains a detailed presentation of the Group’s annual financial statements, company structure, corporate governance and compensation practices, treasury and risk management framework and a review of its operating and financial results.

The 2014 Corporate Responsibility Report illustrates how Credit Suisse assumes its various responsibilities as a financial services provider and as an employer, as well as towards society and the environment. The 2014 Company Profile includes a summary of Credit Suisse’s strategic direction, an overview of the bank’s organization and a brief description of its key businesses.