Corporate Press Release

Press Release

Agenda for the Extraordinary General Meeting of Shareholders on November 19, 2015

- Proposal for an ordinary capital increase by way of a private placement of 58,000,000 newly issued registered shares with a nominal value of CHF 0.04 each to a number of qualified investors
- Proposal for an ordinary capital increase by way of a subsequent offering of up to 260,983,898 newly issued registered shares with a nominal value of CHF 0.04 each to existing shareholders

This document is not for release, publication or distribution (directly or indirectly) in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan or intended for these countries and this Special Administrative Region. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan.

This document is not an offer of securities for sale in the United States. The shares to which this document relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States. 

Zurich, October 27, 2015 - The Board of Directors of Credit Suisse Group AG today published the agenda for the Extraordinary General Meeting of Shareholders on November 19, 2015.

As announced on October 21, 2015, the Board of Directors of Credit Suisse Group AG proposes two equity capital increases to strengthen the common equity tier 1 capital (CET1) and to increase the scope for the implementation of the strategic objectives: an initial capital increase through the issuance of new registered shares to a number of qualified investors, and a second capital increase through a rights issue to existing shareholders.

Ordinary Share Capital Increase without Preemptive Rights

The Board of Directors proposes to increase the share capital from the current amount of CHF 65,535,813.84 by CHF 2,320,000 to the new amount of CHF 67,855,813.84, through the issuance of 58,000,000 fully paid-in registered shares with a par value of CHF 0.04 each at an issue price of CHF 0.04 each. The existing shareholders' subscription rights will be withdrawn for the newly issued registered shares.

Credit Suisse Group AG entered into purchase and subscription agreements with a number of qualified investors (under customary conditions) to purchase and subscribe to a total of 58,000,000 registered shares with a nominal value of CHF 0.04 each. The subscription price per share is CHF 22.75. The expected gross proceeds of this private placement for Credit Suisse Group AG amount to CHF 1.32 billion. In addition, the investors agreed to exercise the subscription rights of the newly purchased registered shares in the rights issue and not to dispose of these new registered shares until the settlement of the shares from the rights issue.

The new shares from the proposed capital increase in the form of a private placement are being issued subject to the approval by the Extraordinary General Meeting of Shareholders of the proposed capital increase in the form of a rights issue.

Ordinary Share Capital Increase with Preemptive Rights

The Board of Directors proposes to increase the share capital by up to CHF 10,439,355.92 through the issuance of up to 260,983,898 fully paid-in registered shares with a par value of CHF 0.04 each at an issue price of CHF 0.04 each. Shareholders of Credit Suisse Group AG will receive one subscription right for every registered share held on November 20, 2015 (after close of trading).

13 subscription rights entitle the holder, subject to certain restrictions by local law, to purchase 2 new registered shares at a subscription price of CHF 18 per share. Credit Suisse Group AG expects gross proceeds of this rights issue of up to CHF 4.7 billion.

The subscription rights are expected to be traded on SIX Swiss Exchange from November 23 until December 1, 2015 and to be exercisable from November 23 until December 3, 12.00 noon (CET). The listing and the first trading day of the new registered shares on SIX Swiss Exchange, as well as the delivery of the new registered shares against payment of the subscription price, are scheduled for December 4, 2015.

This rights issue is not subject to the approval of the proposed private placement.

Invitation and Shareholder Information

The invitation to the Extraordinary General Meeting of Shareholders, including the agenda, as well as shareholder information, subject to certain restrictions by local law, will be sent to shareholders, and are now also available online at: www.credit-suisse.com/egm

Further Information

The media releases dated October 21, 2015 on the strategic objectives of Credit Suisse Group AG and the two proposed share capital increases, as well as a letter to shareholders, are available online at: www.credit-suisse.com/egm

Read the full Media release

Not for release, publication or distribution in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan or intended for these countries and this Special Administrative Region.