O 4 Sio 70000002 Tds

Download as pdf or txt
Download as pdf or txt
You are on page 1of 15

Amendment to Program Information

Credit Suisse International


AMENDMENT TO PROGRAM INFORMATION
Type of Information: Amendment to Program Information

Date of Announcement: 29 November 2023

Issuer Name: Credit Suisse International

Name and Title of Representative: Christopher Horne

Chief Executive Officer

Address of Head Office: One Cabot Square, London E14 4QJ, UK

Telephone: +44 (0)20 7888 8888

Contact Person: Attorney-in-Fact:


Eiichi Kanda, Attorney-at-law
Chihiro Ashizawa, Attorney-at-law
Masato Fujinaka, Attorney-at-law

Clifford Chance (Gaikokuho Kyodo Jigyo)


Palace Building, 3rd floor
1-1, Marunouchi 1-chome
Chiyoda-ku, Tokyo 100-0005

Telephone: 81-3-6632-6600

Address of Website for Announcement: https://www.jpx.co.jp/english/equities/products/tpbm/announc


ement/index.html

Information on initial Program Information:

Date of Announcement: 21 August 2023

Scheduled Issuance Period: 21 August 2023 to 20 August 2024

Maximum Outstanding Issuance Amount: Unlimited

This amendment is filed to update the information included in the Program Information dated 21 August 2023. This
constitutes an integral part of the Program Information dated 21 August 2023 and shall be read together with it.

1
Supplement to Listing Supplement

Credit Suisse International


Debt Issuance Programme
(Unlimited Program Size)

This Supplement (the "Supplement") is supplemental to, and should be read in conjunction with,
(i) the Listing Supplement dated 2 October 2015 (the "Listing Supplement") in respect of the debt
issuance programme established by Credit Suisse International ("CSi" or the "Issuer") on 10
August 2006 for the issuance of securities of CSi (the "Securities") (as supplemented from time
to time), (ii) any other documents incorporated by reference therein and (iii) in relation to any
particular Securities, the Pricing Supplement relating to those Securities. Capitalised terms used
in this Supplement but not defined herein shall have the meanings ascribed to them in the Listing
Supplement.

Supplement to Listing Supplement dated 29 November 2023

2
CREDIT SUISSE INTERNATIONAL

The section in the Listing Supplement entitled "CREDIT SUISSE INTERNATIONAL" shall be
updated by the information below in its entirety.

Securities issued under the Program Information including its amendments will be issued by Credit
Suisse International. The CSi Registration Document contains information relating to the business
affairs and financial condition of the Issuer.

Credit Suisse International

The Issuer, a bank domiciled in England established under English law, was incorporated in
England and Wales under the Companies Act 1985, on 9 May 1990, with registered no. 2500199.
The Issuer was re-registered as an unlimited company under the name "Credit Suisse Financial
Products" on 6 July 1990, and was renamed "Credit Suisse First Boston International" on 27 March
2000 and "Credit Suisse International" on 16 January 2006.

The Issuer is an indirect wholly-owned subsidiary of UBS Group AG, which is a holding company
incorporated under Swiss law as a corporation (Aktiengesellschaft). The Issuer's registered head
office is in London and is located at One Cabot Square, London E14 4QJ and its telephone number
is +44 (0)20 7888 8888. The Issuer's legal entity identifier (LEI) is E58DKGMJYYYJLN8C3868.

The Issuer is authorised by the PRA and regulated by the FCA and the PRA.

The Issuer is an unlimited liability company and, as such, its shareholders have a joint, several
and unlimited obligation to meet any insufficiency in the assets of the Issuer in the event of its
liquidation. The joint, several and unlimited liability of the shareholders of the Issuer to meet any
insufficiency in the assets of the Issuer will only apply upon liquidation of the Issuer. Therefore,
prior to any liquidation of the Issuer, the creditors may only have the benefit of recourse to the
assets of the Issuer and not to those of its shareholders.

The Issuer commenced business on 16 July 1990. Its principal business is banking, including the
trading of derivative products linked to interest rates, foreign exchange, equities, commodities and
credit. The primary objective of the Issuer is to provide comprehensive treasury and risk
management derivative product services. The Issuer has established a significant presence in
global derivative markets through offering a full range of derivative products and continues to
develop new products in response to the needs of its customers and changes in underlying
markets. The business is managed as a part of the Global Markets and Investment Banking and
Capital Markets Divisions of Credit Suisse AG. For more information on Credit Suisse
International's principal markets and activities, see sub-sections "Business Model", on page 3
(page 5 of the PDF file), and "Purpose, strategy and clients", on pages 3 to 4 (pages 5 to 6 of the
PDF file) of the 2022 CSi Annual Report.

The liquidity and capital requirements of the Issuer are managed as an integral part of the wider
Credit Suisse framework. This includes the local regulatory liquidity and capital requirements in
the UK. The Issuer has direct access to funding sources of the CS AG Group. The CS AG Group
will ensure that the Issuer maintains a sound financial position and is able to meet its debt
obligations for the foreseeable future. For further information on the Issuer's expected financing of
its business activities, please see "Capital Resources" and "Liquidity" under the heading
"Performance" on pages 7 to 8 (pages 9 and 10 of the PDF file), respectively, of the 2022 CSi
Annual Report, and the first paragraph under the heading "Information incorporated by reference"
on page 20 of the CSi Registration Document.

3
The Issuer was formerly an indirect wholly owned subsidiary of Credit Suisse Group AG. As a
result of the merger between UBS Group AG and Credit Suisse Group AG, on 12 June 2023,
Credit Suisse AG became a wholly owned direct subsidiary of UBS Group AG and the Issuer
became a wholly owned indirect subsidiary of UBS Group AG.

For information on Credit Suisse AG's expected financing of its business activities, please see "III
– Treasury, Risk, Balance sheet and Off-balance sheet – Liquidity and funding management" on
pages 106 to 114 (pages 124 to 132 of the PDF file), "III – Treasury, Risk, Balance sheet and Off-
balance sheet – Capital management" on pages 115 to 131 (pages 133 to 149 of the PDF file),
"Note 25 – Long-term debt" in "VIII – Consolidated financial statements – Credit Suisse (Bank) "
on page 460 (page 486 of the PDF file) and "Note 37 – Capital adequacy" in "VIII – Consolidated
financial statements – Credit Suisse (Bank) " on pages 501 to 502 (pages 527 to 528 of the PDF
file) of the 2022 CS Annual Report as well as "Liquidity and funding management" on pages 32 to
35 (pages 38 to 41 of the PDF file) and "Capital management" on pages 36 to 42 (pages 42 to 48
of the PDF file) of the Form 6-K Dated 29 September 2023.

Ratings

The credit ratings of the Issuer referred to in the CSi Registration Document have been issued by
S&P Global Ratings Europe Limited ("S&P"), Fitch Ratings Limited ("Fitch") and Moody's
Investors Service Ltd. ("Moody's").

The Issuer has a long-term issuer credit rating of "A+" from S&P, a long-term issuer default rating
of "A+" from Fitch and an issuer credit rating of "A3" from Moody's.

Explanation of ratings as of the date of the first supplement of the CSi Registration Document

"A+" by S&P: An obligor rated "A" has strong capacity to meet its financial commitments but is
somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligors in higher rated categories. The addition of a plus (+) or minus (-) sign to
shows the relative standing within the rating category. (source: www.standardandpoors.com)

"A+" by Fitch: "A" ratings denote expectations of low default risk. The capacity for payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable
to adverse business or economic conditions than is the case for higher ratings. The modifier "+"
indicates relative differences of probability of default or recovery for issues. (source:
www.fitchratings.com)

"A3" by Moody's: Obligations rated "A" by Moody's are judged to be upper-medium grade and are
subject to low credit risk. The modifier "3" indicates that the obligation ranks in the lower end of
that generic rating category. (source: www.moodys.com)

S&P is established in the European Economic Area ("EEA") and registered under Regulation (EC)
No. 1060/2009 (as amended) (the "CRA Regulation"). Fitch and Moody's are established in the
UK and registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA
Regulation").

In general, European regulated investors are restricted under the CRA Regulation from using
credit ratings for regulatory purposes in the EEA, unless such ratings are issued by a credit rating
agency established in the EEA and registered under the CRA Regulation (and such registration
has not been withdrawn or suspended), subject to transitional provisions that apply in certain
circumstances. Such general restriction will also apply in the case of credit ratings issued by third
country non-EEA credit rating agencies, unless the relevant credit ratings are endorsed by an

4
EEA-registered credit rating agency or the relevant third country rating agency is certified in
accordance with the CRA Regulation (and such endorsement action or certification, as the case
may be, has not been withdrawn or suspended, subject to transitional provisions that apply in
certain circumstances). The list of registered and certified rating agencies published by the
European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA
Regulation is not conclusive evidence of the status of the relevant rating agency included in such
list, as there may be delays between certain supervisory measures being taken against a relevant
rating agency and the publication of the updated ESMA list.

Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As
such, UK regulated investors are required to use for UK regulatory purposes ratings issued by a
credit rating agency established in the UK and registered under the UK CRA Regulation. In the
case of ratings issued by third country non-UK credit rating agencies, third country credit ratings
can either be: (a) endorsed by a UK registered credit rating agency; or (b) issued by a third country
credit rating agency that is certified in accordance with the UK CRA Regulation. Note this is
subject, in each case, to (a) the relevant UK registration, certification or endorsement, as the case
may be, not having been withdrawn or suspended, and (b) transitional provisions that apply in
certain circumstances. In the case of third country ratings, for a certain limited period of time,
transitional relief accommodates continued use for regulatory purposes in the UK, of existing pre-
2021 ratings, provided the relevant conditions are satisfied.

If the status of the rating agency providing the rating changes for the purposes of the CRA
Regulation or the UK CRA Regulation, relevant regulated investors may no longer be able to use
the rating for regulatory purposes in the EEA or the UK, as applicable. The ratings issued by Fitch
are endorsed by Fitch Ratings Ireland Limited ("Fitch Ireland"). The ratings issued by Moody's
are endorsed by Moody's Deutschland GmbH ("Moody's Deutschland"). Fitch Ireland and
Moody's Deutschland are established in the EEA and registered under the CRA Regulation. As
such, each of Moody's Deutschland and Fitch Ireland is included in the list of credit rating agencies
published by ESMA on its website (at www.esma.europa.eu/page/List-registered-and-certified-
CRAs) in accordance with the CRA Regulation.

The ratings issued by S&P are endorsed by S&P Global Ratings UK Limited ("S&P UK"). S&P UK
is established in the UK and is registered in accordance with the UK CRA Regulation. As such,
the ratings issued by S&P may be used for regulatory purposes in the UK in accordance with the
UK CRA Regulation.

Organisational Structure

The subsidiaries of the Issuer which are consolidated in the financial statements contained in the
2022 CSi Annual Report are listed under sub-section "Composition of the CSi Group" on pages
102 to 104 (pages 104 to 106 of the PDF file) of the 2022 CSi Annual Report. The Issuer is an
indirect wholly owned subsidiary of UBS Group AG. For information on the Issuer's relationship to
Credit Suisse Group AG prior to the consummation of the Merger, see page 3 (page 5 of the PDF
file) of the 2022 CSi Annual Report.

Major Shareholders

i. The shareholders of the Issuer are:

ii. UBS Group AG, whose head office is at Bahnhofstrasse 45, 8001 Zurich, Switzerland,
which holds 2.411% of the voting share capital in Credit Suisse International and is
the ultimate parent of the consolidated Credit Suisse Group which includes Credit
Suisse AG;

5
iii. Credit Suisse AG, a Swiss bank and a leading global bank acting through its
registered head office at Paradeplatz 8, 8001 Zürich, Switzerland (Zurich
Stammhaus) which provides its clients with private banking, investment banking and
asset management services worldwide and which directly and indirectly owns
71.322% of the voting share capital in Credit Suisse International; and

iv. Credit Suisse AG, Guernsey Branch, whose place of business is at Helvetia Court,
Les Echelons, South Esplanade, St Peter Port GY1 3ZQ, Guernsey was established
as a Branch of Credit Suisse AG on 1 April 1986 and whose principal activities are
deposit taking, bond issuing and lending the funds received within the Credit Suisse
Group and which directly and indirectly owns 26.267% of the voting share capital in
Credit Suisse International.

97.589%

There is trading of shares in the Issuer between these shareholders and therefore the respective
shareholdings will change from time to time, although the Issuer will remain an indirect wholly
owned subsidiary of UBS.

Change

Apart from the matters described under "III—Condensed consolidated financial statements –
unaudited—Notes to the condensed consolidated financial statements – unaudited—Note 3 –
Business developments and subsequent events—Subsequent events" in Credit Suisse AG
Financial Report 6M23 attached as an exhibit to the Form 6-K of UBS and CS filed with the SEC
on 29 September 2023 (the "Credit Suisse AG Financial Report 6M23"), there has been no
significant change in the financial performance of the Issuer and its consolidated subsidiaries since
30 June 2023.

Apart from the matters described under "II—Treasury, risk, balance sheet and off-balance sheet—
Liquidity and funding management—Liquidity management" and "III—Condensed consolidated
financial statements – unaudited—Notes to the condensed consolidated financial statements –
unaudited—Note 3 – Business developments and subsequent events—Subsequent events" in the
Credit Suisse AG Financial Report 6M23, there has been no significant change in the financial
position of the Issuer and its consolidated subsidiaries since 30 June 2023.

Apart from the matters described under "III—Condensed consolidated financial statements –
unaudited—Notes to the condensed consolidated financial statements – unaudited—Note 3 –

6
Business developments and subsequent events" in the Credit Suisse AG Financial Report 6M23,
there has been no material adverse change in the prospects of the Issuer and its consolidated
subsidiaries since 31 December 2022.

Names and Addresses of Directors and Executives

As of 20 October 2023 which is the date of the first supplement of the CSi Registration Document,
the business address of the members of the Board of Directors is One Cabot Square, London E14
4QJ.

Doris Honold resigned from the Board of Directors with effect as of 31 July 2023.

Debra Davies resigned from the Board of Directors with effect as of 1 August 2023.

The current members of the Board of Directors, their role within the Issuer and their principal
activities outside the Issuer, if any, are as follows:

Board Member External Activities

John Devine (Non-Executive Chair) o Independent member and Chair of the Board
of Directors, Chair of the Nominations
Committee and Conflicts Committee, Member
of the Audit Committee, Risk Committee and
Advisory Remuneration Committee of the
Issuer and Credit Suisse Securities (Europe)
Limited.
o Mr. Devine is also
 Non-Executive Director, Chair of Risk
Committee, Member of Audit
Committee, Remuneration Committee
and Nominations Committee of
ABRDN PLC; and
 Non-Executive Director, Chair of Audit
Committee, Member of Risk Committee
and Nominations Committee of Citco
Custody (UK) Ltd and Citco Custody
Holding Ltd Malta.
David Andrew Thompson Todd o Independent member of the Board of
Directors, Chair of the Audit Committee,
(Independent Non-Executive) Member of the Risk Committee, Advisory
Remuneration Committee, Nominations
Committee and Conflicts Committee of the
Issuer and Credit Suisse Securities (Europe)
Limited.
o Mr. Todd is also:
 Non-Executive Director and Chair of the
Audit Committee of Assured Guaranty
UK Limited.
Michael Ebert (Non-Executive) o Member of the Board of Directors of the
Issuer, Credit Suisse Securities (Europe)
Limited, Credit Suisse Holdings (USA) Inc
and Member of the Board of Managers of
Credit Suisse Securities (USA) LLC.
 Mr. Ebert is also Head of the Investment
Bank.
Jeremy David Bruce Anderson o Independent member of the Board of
(Independent Non-Executive) Directors, Member of the Audit Committee,
Risk Committee, Advisory Remuneration

7
Committee and Nominations Committee of
the Issuer.
o Senior Independent Director, Member of the
Group Executive Board, Chair of the Audit
Committee and Member of Governance and
Nominating Committee of UBS Group AG and
UBS AG.
o Mr. Anderson is also:
 Senior Independent Director, Member
of the Board of Directors, Chair of the
Risk Committee, Member of Audit
Committee and Nomination &
Governance Committee of Prudential
plc.;
 Trustee of the UK's Productivity
Leadership Group;
 Trustee of Kingham Hill Trust; and
o Trustee of St. Helen's Bishopsgate.
Jonathan Peter Andrew Magee o Independent Member of the Board of
(Independent Non-Executive) Directors, Member of the Audit Committee,
Risk Committee, Advisory Remuneration
Committee, Nominations Committee,
Conflicts Committee and Disclosure
Committee of the Issuer.
o Supervisory Board Member and Chair of the
Risk Committee of UBS Europe SE.
Jason Barron o Member of the Board of Directors of the
Issuer.
(Non-Executive)
 Group Managing Director and Co-
Head of Global Markets at UBS
Investment Bank.
Beatriz Martin Jimenez • Member of the Board of Directors of the
Issuer.
(Non-Executive)
• Member of the Group Executive Board of UBS
Group AG and UBS AG.
o Managing Director, UBS Chief Executive for
the UK, Head Non-Core and Legacy and
President UBS EMEA.
Caroline Stewart • Member of the Board of Directors of the
Issuer.
(Non-Executive)
o Group Managing Director and Investment
Bank and UK CFO at UBS.
Christopher Horne (CEO) • Managing Director in Credit Suisse and Chair
of the Disclosure Committee of the Issuer.
• Mr. Horne is also CEO of the Issuer and Credit
Suisse Securities (Europe) Ltd.
o Member of the Board of Directors of the
Issuer, Credit Suisse Securities (Europe)
Limited, Credit Suisse Investment Holdings
(UK) and Credit Suisse Investments (UK),
Branch Manager and Chair of the
Management Committee of Credit Suisse AG,
London Branch.
Edward Jenkins (Chief Risk Officer) • Managing Director in the CRO division and
Chief Risk Officer for EMEA entities.
• Member of the Board of Directors and Member
of the Disclosure Committee of the Issuer.

8
o Member of the Board of Directors of Credit
Suisse Securities (Europe) Limited and
Member of the Management Committee of
Credit Suisse AG, London Branch.
Caroline Mary Waddington (CFO) • Managing Director in the CFO division of the
Issuer.
• Ms. Waddington is also CFO for Credit Suisse
EMEA entities, including the Issuer and Chair
of the UK Pension Committee.
• Member of the Board of Directors and Member
of the Disclosure Committee of the Issuer.
• Member of the Board of Directors of Credit
Suisse Securities (Europe) Limited, Credit
Suisse Investment Holdings (UK) and Credit
Suisse Investments (UK) and Member of the
Management Committee of Credit Suisse AG,
London Branch.
• Ms. Waddington is a member of the Board of
Directors of:
o Trustee of St Giles Trust.

Pages 26 and 27 (PDF pages 28 and 29) of the 2022 CSi Annual Report provide further
information on the Issuer's Board of Directors.

Directors' Conflicts of Interest

There are no potential conflicts of interest of the members of the Board of Directors between their
duties to the Issuer and their private interests and/or other duties. Potential conflicts of interest of
members of the Board of Directors due to roles held with UBS Group AG and/or Credit Suisse AG
are managed by a Board Conflicts Committee and Conflicts Management Framework.

Legal and Arbitration Proceedings

During the period of 12 months ending on 20 October 2023 which is the date of the first supplement
of the CSi Registration Document, there have been no governmental, legal or arbitration
proceedings which may have, or have had in the recent past, significant effects on the financial
position or profitability of the Issuer, and the Issuer is not aware of any such proceedings being
either pending or threatened, except as disclosed (i) under the heading "Contingent Liabilities,
Guarantees and Commitments" in Note 35 to the consolidated financial statements of the Issuer
on pages 99 to 101 (pages 101 to 103 of the PDF file) of the 2022 CSi Annual Report, and (ii)
under the heading "Litigation" in Note 40 to the consolidated financial statements of CSG on pages
389 to 400 (pages 411 to 422 of the PDF file) of the CS AG Annual Report 2022, (iii) under the
section headed "UBS Group AG resolves Credit Suisse regulatory matters related to Archegos" in
the first supplement of the CSi Registration Document, (iv) under "Note 15 – Provisions and
contingent liabilities – Litigation regulatory and similar matters involving Credit Suisse entities" on
pages 100 to 110 (pages 103 to 113 of the PDF file) of the Form 6-K Dated 31 August 2023, (v)
under "Note 25 – Litigation" on pages 110 to 119 (pages 116 to 125 of the PDF file) of the Form
6-K dated 29 September 2023, and (vi) under "Note 14—Contingent Liabilities and Commitments"
on pages 30 to 32 (pages 32 to 34 of the PDF file) of the 2023 CSi H1 Interim Report.

Customer Account Matters

As further described on page 396 (page 418 of the PDF file) of the 2022 CS Annual Report, Credit
Suisse filed a criminal complaint with the Geneva Prosecutor's Office against a former relationship
manager in Switzerland who several clients claimed had exceeded his investment authority in the

9
management of their portfolios, resulting in excessive concentrations of certain exposures and
investment losses, upon which complaint the prosecutor initiated a criminal investigation. On 9
February 2018, the former relationship manager was sentenced to five years in prison by the
Geneva criminal court for fraud, forgery and criminal mismanagement. Civil lawsuits were initiated
between 7 August 2017 and 25 August 2017 in the High Court of Singapore and the Supreme
Court of Bermuda against Credit Suisse and/or certain affiliates, based on the findings established
in the criminal proceedings against the former relationship manager.

In Bermuda, in the civil lawsuit brought against a Credit Suisse affiliate, the Supreme Court of
Bermuda issued a first instance judgment on 29 March 2022, finding for the plaintiff, and issued
an order on 6 May 2022, awarding damages of USD 607.35 million to the plaintiff. On 9 May 2022,
Credit Suisse Life (Bermuda) Ltd. appealed the decision to the Bermuda Court of Appeal. On 25
July 2022, the Supreme Court of Bermuda granted a stay of execution of its judgment pending
appeal on the condition that damages awarded were paid into an escrow account within 42 days,
which condition was satisfied.

In the civil lawsuit brought against Credit Suisse Trust Limited in Singapore, on 26 May 2023, the
Singapore International Commercial Court issued a first instance judgment finding for the plaintiffs
and directing the parties’ experts to agree by 30 June 2023 on the amount of the damages award
according to the calculation method and parameters adopted by the court. The plaintiffs’ experts
initially calculated damages to be USD 926 million, using a start date for such calculation of 31
December 2007. The court determined that the start date for the calculation of damages shall be
30 March 2008, and on the basis of those parameters, Credit Suisse expects the damages amount
to be significantly lower than USD 926 million. The amount will be determined by agreement
between the parties’ experts, or failing that, will be determined by the court. Further, the court
determined that (i) damages shall be reduced by compensation already paid to the plaintiffs and
(ii) there shall be no double recovery between this award and the award in the Bermuda
proceedings against Credit Suisse Life (Bermuda) Ltd. An estimate of such amounts is not
possible at the date of the CSi Registration Document as the proceedings are ongoing. No
sanctions, other than damages, were sought by the plaintiffs and, as a result, non-monetary
sanctions, such as an injunction or restraining order, were not imposed. Credit Suisse Trust
Limited intends to appeal the judgment.

Statutory Auditors

The Issuer's auditor is PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH.
PricewaterhouseCoopers LLP is registered to carry out audit work by the Institute of Chartered
Accountants in England and Wales.

The shareholders of CSG and CS re-elected PwC AG as CSG's and CS's statutory auditor for the
fiscal year ending 31 December 2022 at their annual general meetings on 4 April 2023. The Board
and shareholders of the Issuer have re-appointed PwC as the statutory auditor for the Issuer,
effective for the fiscal year ending 31 December 2022.

For further information, refer to "Directors’ Report – Independent Auditors" in the 2022 CSi Annual
Report and "IV – Corporate Governance – Audit – External Audit" in the 2022 CS Annual Report.

Additional information; Documents on Display

As more fully described in Article 5.1 of the Issuer's Articles of Association, the objects and
purpose of the Issuer are to carry on the business of a company performing any service or function
in relation to any financial instrument or product. For the term of the CSi Registration Document,
the current Articles of Association of the Issuer may be inspected in physical or electronic format
at One Cabot Square, London E14 4QJ. This document is also available on the Credit Suisse
website at https://www.credit-suisse.com/media/assets/investment-banking/docs/financial-
regulatory/international/csi-articles-of-association.pdf.

10
For information on the Issuer's share capital, see "Share Capital and Share Premium" (Note 29 to
the consolidated financial statements) on page 80 (page 82 of the PDF file) of the 2022 CSi Annual
Report.

Responsibility Statements

The Issuer takes responsibility for the CSi Registration Document. To the best knowledge of the
Issuer, the information contained in the CSi Registration Document is in accordance with the facts
and the Registration Document makes no omission likely to affect its import.

The information contained in the CSi Registration Document relating to the shareholders of the
Issuer on page 30 and the information incorporated by reference at points 3, 4, 5, 6, 7, 8, 9 and
10 under the section entitled "Information Incorporated by Reference" on page 20, was provided
to the Issuer by its shareholders. It is confirmed that such information has been accurately
reproduced, and as far as the Issuer is aware and is able to ascertain from information published
by the shareholders, no facts have been omitted which would render the reproduced information
inaccurate or misleading.

Key Information on the Issuer

Who is the Issuer of the Securities?


Domicile and legal form, law under which the Issuer operates and country of incorporation
The Issuer is incorporated under English law as an unlimited liability company domiciled in
England and Wales and which operates under English law. Its Legal Entity Identifier (LEI) is
E58DKGMJYYYJLN8C3868.
Issuer's principal activities
The principal activities of the Issuer are banking, including the trading of derivative products
linked to interest rates, foreign exchange, equities, commodities and credit.
Major shareholders, including whether it is directly or indirectly owned or controlled and
by whom
The Issuer is an indirect wholly owned subsidiary of UBS Group AG.
Key managing directors

Board of Directors (as of 20 October 2023 which is the date of the first supplement of the
CSi Registration Document):

John Devine Jason Barron Caroline Waddington


David Todd Beatriz Martin Jimenez
Michael Ebert Caroline Stewart
Jeremy Anderson Christopher Horne
Jonathan Magee Edward Jenkins
Statutory auditors

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH.


What is the key financial information
regarding the Issuer?
The Issuer derived the key financial information included in the tables below as of and for the
years ended 31 December 2021 and 31 December 2022 from the 2022 CSi Annual Report. The
Issuer derived the key financial information included in the tables below as of and for the six
months ended 30 June 2023 and 30 June 2022 from the 2023 CSi H1 Interim Report.

CSi consolidated statement of income


(USD million) Interim 6 Interim 6 Year ended Year ended
months months 31 31
ended 30 ended 30 December

11
June 2023 June 2022 2022 December
(unaudited) (unaudited) (audited) 2021
(audited)
Net interest income/(expense) 145 (42) (42) (63)
Commission and fee income 73 194 425 428
(Allowance)/reversal for credit (8) 164 158 (4,530)
losses
Net gains from financial 764 1,146 1,603 1,761
assets/liabilities at fair value
through profit or loss
Net revenues 1,006 1,547 2,328 (2,151)
(Loss)/Profit for the year (806) 119 (685) (5,343)

CSi consolidated statement of financial position


(USD million) As of 30 Year ended Year ended
June 2023 31 31
(unaudited) December December
2022 2021
(audited) (audited)
Total Assets 146,222 183,246 244,515
Borrowings 13,733 6,025 1,470
Debt in issuance 11,385 18,309 40,224
Loans and advances 3,475 2,973 2,968
Due to banks 113 266 218
Total shareholders' equity 17,073 17,904 17,629

What are the key risks that are specific


to the Issuer?
The Issuer is subject to the following key risks:

1. Liquidity risk arising from potential inability to borrow or access the capital markets on
suitably favourable terms or to sell its assets. This may also arise from increased liquidity
costs and utilisation of liquidity buffers. The CS AG Group has also experienced, and may
continue to experience, deposit outflows at levels that substantially exceed rates typically
incurred, significant withdrawals of cash deposits, non-renewal of maturing time deposits
and net outflows in assets under management. The Issuer has suffered reputational harm
as a result of the significant negative outflows of deposits and assets under management.

2. Risks arising from the suspension and ongoing liquidation of certain supply chain finance
funds and the failure of a US-based hedge fund to meet its margin commitments (and the
Issuer's exit from its positions relating thereto), in respect of which a number of regulatory
and other inquiries, investigations and actions have been initiated or are being
considered. In addition, the Issuer may suffer significant losses from its credit exposures,
which exist across a wide range of transactions and counterparties and may be
exacerbated by adverse market conditions, increased volatility in certain markets or
instruments or disruption in the liquidity or transparency of financial markets. Disruptions
in the liquidity or transparency of the financial markets may result in the Issuer's inability
to sell, syndicate or realise the value of its positions, thereby leading to increased

12
concentrations. Any inability to reduce these positions may not only increase the market
and credit risks associated with such positions, but also increase the level of risk-weighted
assets on the Issuer's balance sheet, thereby increasing its capital requirements, all of
which could adversely affect its businesses. Default or concerns of default by one or more
large financial institutions could negatively impact the Issuer's business and the financial
market generally, and the Issuer's credit risk exposure will increase if the collateral it holds
cannot be realised at prices sufficient to cover the full amount of the exposure.

3. Market fluctuations, volatility relating to the Issuer's trading and investment activities
(against which its hedging strategies may not prove effective), uncertainties regarding the
discontinuation of benchmark rates and adverse economic conditions may impact the
Issuer's financial condition and results of operations. The Issuer's financial position and
cash flows are exposed to foreign currency exchange fluctuations, and this and other
market risks could exacerbate other risks to which the Issuer is exposed. The Issuer is
also exposed to other risks from adverse market conditions and unfavourable economic,
monetary, political, geopolitical, legal, regulatory and other developments in the countries
in which it operates (as well as countries in which the Issuer does not currently conduct
business), including the risk of global recession, energy supply disruptions, developments
in the Chinese economy or protraction or escalation of the conflict related to Russia
invasion of Ukraine, as a result of which the United States, European Union, United
Kingdom and other countries have imposed, and may further impose, financial and
economic sanctions and export controls targeting certain Russian entities, individuals
and/or sectors (such that the Issuer may face restrictions (including any Russian
countermeasures) on engaging with certain consumer and/or institutional businesses),
and which could lead to regional and/or global instability, as well as adversely affect
commodity and other financial markets or economic conditions.

4. A wide variety of operational risks arising from inadequate or failed internal processes and
systems or from external events, including data breaches, cybersecurity and other failures
of information technology (whether by the Issuer or a third party with which the Issuer
shares information). The Issuer's existing risk management procedures and policies may
not always be effective, particularly in highly volatile markets, and may not be fully
effective in mitigating its risk exposure in all economic market environments or against all
types of risk, including risks that the Issuer fails to identify, anticipate or mitigate, in whole
or in part, which may result in unexpected, material losses. Moreover, the Issuer's actual
results may differ materially from its estimates and valuations, which are based on
judgement and available information and rely on predictive models and processes. The
same is true of the Issuer's accounting treatment of off-balance sheet entities, including
special purpose entities, which requires it to exercise significant management judgement
in applying accounting standards; these standards (and their interpretation) have changed
and may continue to change. In addition, the Issuer's business may be disrupted by
technology-related failures such as service outages or information security incidents, and
the Issuer could be compromised by cyber incidents. Cybersecurity risks have also
significantly increased in recent years in part due to the growing number and increasingly
sophisticated activities of malicious cyber actors. In addition, physical and transition
climate risks could have a financial impact on the Issuer either directly, through its physical
assets, costs and operations, or indirectly, through its financial relationships with its
clients. Given the growing volume of nascent climate and sustainability-related laws, rules
and regulations, increasing demand from various stakeholders for environmentally
sustainable products and services and regulatory scrutiny, the Issuer and other financial
institutions may be subject to increasing litigation, enforcement and contract liability risks
in connection with climate change, environmental degradation and other ESG-related
issues.

5. The Issuer's exposure to legal risks is significant and difficult to predict and the volume
and amount of damages claimed in litigation, regulatory proceedings and other
adversarial proceedings against financial services firms continues to increase in many of
the principal markets in which the Issuer operates. The Issuer's business is highly
regulated, and existing, new or changed laws, rules and regulations (including an evolving

13
and complex set of sanctions regimes) may continue to increase costs (including costs
related to compliance, systems and operations) and may continue to negatively affect the
Issuer's ability to conduct certain types of business which could adversely affect the
Issuer's profitability and competitive position. If the Issuer fails to manage these risks
effectively, this could lead to a decrease in the value of its securities. Regulations
applicable to the Issuer (as well as regulations and changes in enforcement practices
applicable to its clients) may adversely affect its business and ability to execute its
strategic plans. In addition, the applicable resolution and bail-in legislation (including the
Banking Act 2009) may affect the Issuer's security holders, who would have very limited
rights to challenge the exercise of the bail-in tool, any resolution power or any pre-
resolution measure.

6. The Issuer is exposed to the risk that improper behaviour or judgement, misconduct, or
non-compliance with policies or regulations by the Issuer's employees results in negative
financial, non-financial or reputational impacts on its clients, employees, the Issuer and
the financial markets. In addition, the Issuer's position in the highly competitive financial
services industry could be harmed by damage to its reputation arising from the factors
mentioned above or failures of the Issuer's procedures and controls.

14

You might also like