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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/13 Credit Suisse AG 20-F 12/31/12 203:98M MDD Mgmt Digital … AG/FA Credit Suisse Group AG |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 8.25M
2: EX-1 Exhibit 1.1 HTML 102K
3: EX-1 Exhibit 1.3 HTML 222K
4: EX-4 Exhibit 4.4 HTML 381K
5: EX-4 Exhibit 4.5 HTML 352K
6: EX-9 Exhibit 9.1 HTML 49K
7: EX-9 Exhibit 9.2 HTML 49K
10: EX-13 Exhibit 13.1 HTML 48K
8: EX-12 Exhibit 12.1 HTML 52K
9: EX-12 Exhibit 12.2 HTML 52K
136: R1 Document and Entity Information HTML 75K
99: R2 Consolidated statements of operations HTML 174K
126: R3 Consolidated statements of comprehensive income HTML 97K
144: R4 Consolidated balance sheets HTML 300K
184: R5 Consolidated statements of changes in equity HTML 164K
104: R6 Consolidated statements of changes in equity HTML 50K
(Parenthetical)
125: R7 Consolidated statements of cash flows HTML 248K
90: R8 Summary of significant accounting policies HTML 142K
73: R9 Recently issued accounting standards HTML 60K
186: R10 Business developments HTML 69K
146: R11 Discontinued operations HTML 54K
145: R12 Segment information HTML 137K
156: R13 Net interest income HTML 79K
157: R14 Commissions and fees HTML 69K
151: R15 Trading revenues HTML 71K
160: R16 Other revenues HTML 65K
127: R17 Provision for credit losses HTML 57K
138: R18 Compensation and benefits HTML 65K
149: R19 General and administrative expenses HTML 66K
202: R20 Earnings per share HTML 82K
174: R21 Securities borrowed, lent and subject to HTML 65K
repurchase agreements
116: R22 Trading assets and liabilities HTML 75K
148: R23 Investment securities HTML 163K
121: R24 Other investments HTML 64K
55: R25 Loans, allowance for loan losses and credit HTML 662K
quality
176: R26 Premises and equipment HTML 75K
193: R27 Goodwill HTML 90K
84: R28 Other intangible assets HTML 96K
83: R29 Other assets and other liabilities HTML 91K
88: R30 Deposits HTML 82K
89: R31 Long-term debt HTML 196K
92: R32 Accumulated other comprehensive income HTML 123K
33: R33 Tax HTML 254K
170: R34 Employee deferred compensation HTML 292K
112: R35 Related parties HTML 124K
117: R36 Pension and other post-retirement benefits HTML 589K
64: R37 Derivatives and hedging activities HTML 535K
201: R38 Guarantees and commitments HTML 286K
17: R39 Transfers of financial assets and variable HTML 494K
interest entities
96: R40 Financial instruments HTML 1.65M
182: R41 Assets pledged and collateral HTML 70K
60: R42 Capital adequacy HTML 87K
82: R43 Assets under management HTML 56K
87: R44 Litigation HTML 108K
100: R45 Significant subsidiaries and equity method HTML 311K
investments
32: R46 Subsidiary guarantee information HTML 490K
71: R47 Credit Suisse Group parent company HTML 49K
22: R48 Significant valuation and income recognition HTML 76K
differences between US GAAP and Swiss GAAP banking
law (True and Fair View)
180: R49 Risk assessment HTML 53K
58: R50 Summary of significant accounting policies HTML 241K
(Policies)
173: R51 Segment information (Tables) HTML 126K
65: R52 Net interest income (Tables) HTML 77K
97: R53 Commissions and fees (Tables) HTML 67K
20: R54 Trading revenues (Tables) HTML 63K
27: R55 Other revenues (Tables) HTML 63K
86: R56 Provision for credit losses (Tables) HTML 56K
42: R57 Compensation and benefits (Tables) HTML 59K
189: R58 General and administrative expenses (Tables) HTML 66K
110: R59 Earnings per share (Tables) HTML 79K
153: R60 Securities borrowed, lent and subject to HTML 61K
repurchase agreements (Tables)
70: R61 Trading assets and liabilities (Tables) HTML 77K
77: R62 Investment securities (Tables) HTML 169K
166: R63 Other investments (Tables) HTML 58K
161: R64 Loans, allowance for loan losses and credit HTML 657K
quality (Tables)
115: R65 Premises and equipment (Tables) HTML 74K
164: R66 Goodwill (Tables) HTML 86K
66: R67 Other intangible assets (Tables) HTML 97K
122: R68 Other assets and other liabilities (Tables) HTML 90K
192: R69 Deposits (Tables) HTML 79K
25: R70 Long-term debt (Tables) HTML 201K
54: R71 Accumulated other comprehensive income (Tables) HTML 120K
98: R72 Tax (Tables) HTML 239K
40: R73 Employee deferred compensation (Tables) HTML 259K
199: R74 Related parties (Tables) HTML 106K
62: R75 Pension and other post-retirement benefits HTML 552K
(Tables)
45: R76 Derivatives and hedging activities (Tables) HTML 516K
53: R77 Guarantees and commitments (Tables) HTML 251K
29: R78 Transfers of financial assets and variable HTML 454K
interest entities (Tables)
35: R79 Financial instruments (Tables) HTML 1.58M
141: R80 Assets pledged and collateral (Tables) HTML 73K
50: R81 Capital adequacy (Tables) HTML 73K
190: R82 Assets under management (Tables) HTML 53K
94: R83 Litigation (Tables) HTML 51K
150: R84 Significant subsidiaries and equity method HTML 311K
investments (Tables)
163: R85 Subsidiary guarantee information (Tables) HTML 493K
47: R86 Summary of significant accounting policies HTML 77K
(Details)
52: R87 Summary of significant accounting policies HTML 56K
(Details 2)
185: R88 Business developments (Details) HTML 55K
41: R89 Business developments (Details 2) HTML 66K
143: R90 Business developments (Details 3) HTML 50K
130: R91 Business developments (Details 4) HTML 61K
168: R92 Discontinued operations (Details) HTML 58K
129: R93 Segment information (Details) HTML 82K
105: R94 Segment information (Details 2) HTML 65K
179: R95 Net interest income (Details) HTML 96K
101: R96 Commissions and fees (Details) HTML 66K
63: R97 Trading revenues (Details) HTML 64K
118: R98 Other revenues (Details) HTML 67K
111: R99 Provision for credit losses (Details) HTML 61K
85: R100 Compensation and benefits (Details) HTML 70K
203: R101 General and administrative expenses (Details) HTML 74K
165: R102 Earnings per share (Details) HTML 155K
128: R103 Securities borrowed, lent and subject to HTML 70K
repurchase agreements (Details)
31: R104 Trading assets and liabilities (Details) HTML 65K
181: R105 Trading assets and liabilities (Details 2) HTML 58K
191: R106 Investment securities (Details) HTML 65K
183: R107 Investment securities (Details 2) HTML 122K
123: R108 Investment securities (Details 3) HTML 77K
43: R109 Investment securities (Details 4) HTML 61K
155: R110 Investment securities (Details 5) HTML 105K
68: R111 Other investments (Details) HTML 64K
19: R112 Loans, allowance for loan losses and credit HTML 194K
quality (Details)
103: R113 Loans, allowance for loan losses and credit HTML 148K
quality (Details 2)
95: R114 Loans, allowance for loan losses and credit HTML 439K
quality (Details 3)
175: R115 Loans, allowance for loan losses and credit HTML 124K
quality (Details 4)
75: R116 Loans, allowance for loan losses and credit HTML 222K
quality (Details 5)
195: R117 Premises and equipment (Details) HTML 94K
37: R118 Goodwill (Details) HTML 92K
135: R119 Other intangible assets (Details 1) HTML 106K
162: R120 Other assets and other liabilities (Details) HTML 125K
24: R121 Deposits (Details) HTML 78K
131: R122 Long-term debt (Details) HTML 65K
119: R123 Long-term debt (Details 2) HTML 118K
26: R124 Accumulated other comprehensive income (Details) HTML 80K
137: R125 Accumulated other comprehensive income (Details 2) HTML 88K
198: R126 Tax (Details) HTML 215K
38: R127 Tax (Details 2) HTML 243K
78: R128 Tax (Details 3) HTML 77K
169: R129 Employee deferred compensation (Details) HTML 80K
197: R130 Employee deferred compensation (Details 2) HTML 65K
114: R131 Employee deferred compensation (Details 3) HTML 373K
132: R132 Employee deferred compensation (Details 4) HTML 115K
39: R133 Related parties (Details) HTML 81K
44: R134 Related parties (Details 2) HTML 60K
102: R135 Related parties (Details 3) HTML 100K
81: R136 Related parties (Details 4) HTML 103K
158: R137 Pension and other post-retirement benefits HTML 517K
(Details)
107: R138 Pension and other post-retirement benefits HTML 73K
(Details 2)
74: R139 Pension and other post-retirement benefits HTML 230K
(Details 3)
109: R140 Pension and other post-retirement benefits HTML 234K
(Details 4)
56: R141 Pension and other post-retirement benefits HTML 77K
(Details 5)
18: R142 Pension and other post-retirement benefits HTML 67K
(Details 6)
171: R143 Pension and other post-retirement benefits HTML 54K
(Details 7)
147: R144 Pension and other post-retirement benefits HTML 52K
(Details 8)
48: R145 Derivatives and hedging activities (Details) HTML 259K
134: R146 Derivatives and hedging activities (Details 2) HTML 68K
113: R147 Derivatives and hedging activities (Details 3) HTML 92K
46: R148 Derivatives and hedging activities (Details 4) HTML 70K
49: R149 Derivatives and hedging activities (Details 5) HTML 148K
152: R150 Derivatives and hedging activities (Details 6) HTML 60K
69: R151 Guarantees and commitments (Details) HTML 100K
21: R152 Guarantees and commitments (Details 2) HTML 77K
124: R153 Guarantees and commitments (Details 3) HTML 127K
154: R154 Guarantees and commitments (Details 4) HTML 96K
30: R155 Guarantees and commitments (Details 5) HTML 74K
59: R156 Guarantees and commitments (Details 6) HTML 84K
200: R157 Transfers of financial assets and variable HTML 271K
interest entities (Details)
67: R158 Transfers of financial assets and variable HTML 249K
interest entities (Details 2)
93: R159 Financial instruments (Details) HTML 54K
106: R160 Financial instruments (Details 2) HTML 351K
167: R161 Financial instruments (Details 3) HTML 224K
91: R162 Financial instruments (Details 4) HTML 401K
188: R163 Financial instruments (Details 5) HTML 257K
140: R164 Financial instruments (Details 6) HTML 81K
196: R165 Financial instruments (Details 7) HTML 64K
28: R166 Financial instruments (Details 8) HTML 51K
178: R167 Financial instruments (Details 9) HTML 113K
72: R168 Financial instruments (Details 10) HTML 90K
133: R169 Financial instruments (Details 11) HTML 146K
120: R170 Financial instruments (Details 14) HTML 68K
187: R171 Financial instruments (Details 15) HTML 343K
79: R172 Financial instruments (Details 16) HTML 195K
57: R173 Financial instruments (Details 17) HTML 111K
159: R174 Assets pledged and collateral (Details) HTML 64K
61: R175 Capital adequacy (Details) HTML 65K
23: R176 Capital adequacy (Details 2) HTML 75K
34: R177 Assets under management (Details) HTML 59K
172: R178 Litigation (Details) HTML 130K
142: R179 Significant subsidiaries and equity method HTML 90K
investments (Details)
177: R180 Subsidiary guarantee information (Details) HTML 179K
108: R181 Subsidiary guarantee information (Details 2) HTML 117K
51: R182 Subsidiary guarantee information (Details 3) HTML 210K
76: R183 Subsidiary guarantee information (Details 4) HTML 245K
139: R184 Significant valuation and income recognition HTML 56K
differences between US GAAP and - Swiss GAAP
banking law (Details)
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| EXHIBIT 1.1 |
| Articles of Association of Credit Suisse Group AG |
|
Version of February 6, 2013 |
I. Corporate Name, Registered Office, Duration and Purpose |
Art. 1 Corporate Name, Registered Office and Duration |
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A stock corporation under the name Credit Suisse Group AG (Credit Suisse Group SA) (Credit Suisse Group Ltd.) (the “Company”) is established with its registered office in Zurich, Switzerland. Its duration is unlimited. |
Art. 2 Purpose |
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1 The purpose of the Company is to hold direct or indirect interests in all types of businesses in Switzerland and abroad, in particular in the areas of banking, finance, asset management and insurance. The Company has the power to establish new businesses, acquire a majority or minority interest in existing businesses and provide related financing. |
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2 The Company has the power to acquire, mortgage and sell real estate properties, both in Switzerland and abroad. |
II. Share Capital and Shares |
Art. 3 Share Capital and Shares |
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1 The fully paid-in share capital amounts to CHF 52,833,196.88 and is divided into 1,320,829,922 registered shares with a par value of CHF 0.04 each. |
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2 Upon a resolution being passed by the General Meeting of Shareholders, registered shares may be converted into bearer shares. |
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3 The Company may issue its shares in the form of single certificates, global certificates or uncertificated securities. The Company may convert the shares it issued in one form into another form at any time and without the approval of shareholders. Shareholders have no right to demand that issued shares be converted into another form. Shareholders may, however, at any time request that the Company issue a certificate for the registered shares that they hold according to the Share Register. |
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4 The Company recognizes only one representative for each share. |
Art. 4 Share Register and Transfer of Shares |
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1 The Company recognizes as a shareholder the person whose name is entered in the Share Register. |
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2 A person who has acquired registered shares will, upon application, be entered without limitation in the Share Register as having voting rights provided that he or she expressly states that he or she has acquired the shares concerned in his or her own name for his or her own account. |
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3 Any person not expressly stating in his or her application for registration that the shares concerned have been acquired for his or her own account (hereinafter “nominees”) may be entered for a maximum of 2% of the total outstanding share capital with voting rights in the Share Register. In excess of this limit, registered shares held by a nominee will only be granted voting rights if such nominee declares in writing that he or she is prepared to disclose the name, address and shareholding of any person for whose account he or she is holding 0.5% or more of the outstanding share capital. Art.10, Section 2 shall apply correspondingly to nominees who are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated. |
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4 The transfer restrictions apply regardless of the way and the form in which the registered shares are kept in the accounts, and regardless of the provisions applicable to transfers. |
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5 The transfer of intermediated securities based on the Company’s shares, and the pledging of these intermediated securities as collateral, shall be based on the provisions of the Swiss Federal Intermediated Securities Act. Transfer or pledging as collateral by means of written assignment are not permitted. |
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6 The Board of Directors will issue the necessary directives to ensure that the aforementioned provisions are complied with. |
III. Debt Capital |
Art. 5 Bond Issues |
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The Company may issue bonds, with or without security, including warrants and convertible issues, and may guarantee such issues by its subsidiaries. |
IV. The Governing Bodies of the Company |
Art. 6 The governing bodies of the Company shall be the following: |
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1. The General Meeting of Shareholders; |
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2. The Board of Directors; |
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3. The Independent Auditors. |
1. The General Meeting of Shareholders |
Art. 7 Authority and Duty to call a Meeting |
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1 The General Meeting of Shareholders shall ordinarily be called by the Board of Directors. |
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2 The ordinary General Meeting of Shareholders shall take place annually within six months after the close of the business year. |
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3 Extraordinary General Meetings of Shareholders shall take place as necessary. One or more shareholders whose combined holdings represent at least 10 percent of the share capital can also request that a meeting be called. |
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4 Shareholders representing shares with a par value of CHF 40,000 may require that a particular item appear on the agenda of the meeting. |
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5 The request to call a General Meeting of Shareholders must be submitted in writing and at the same time shares of the Company representing at least 10 percent of the share capital are to be deposited. The request to include a particular item on the agenda of the meeting, together with the relevant proposals, must be submitted in writing and at the same time shares of the Company with a par value of at least CHF 40,000 are to be deposited for safekeeping. The shares are to remain in safekeeping until the day after the General Meeting of Shareholders. |
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6 The request to include a particular item on the agenda, together with the relevant proposals, must be submitted to the Board of Directors not later than 45 days before the date of the meeting. |
Art. 8 Powers |
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The General Meeting of Shareholders has the following powers which may not be delegated. It may amend the articles of association, elect the members of the Board of Directors, elect the Independent Auditors and Special Auditors, approve the annual report, the consolidated financial statements and the annual statutory financial statements, determine the allocation of the disposable profit, formally discharge the actions of the members of the Board of Directors and pass resolutions on all matters which have been reserved to its authority by law or by these articles of association or which have been submitted to the meeting by the Board of Directors. |
Art. 9 Notice of Meetings |
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1 Notice of the General Meeting of Shareholders must be given at least 20 days before the meeting takes place. Notice of the meeting is to be published in the Swiss Gazette of Commerce (Schweizerisches Handelsamtsblatt). |
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2 The notice of the meeting must include the items on the agenda, the proposals submitted by the Board of Directors and by shareholders who have required that a meeting be held or that a particular item be included on the agenda. |
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3 No resolutions can be passed on proposals of which due notice has not been given, with the exception of those concerning the calling of an extraordinary General Meeting or the carrying out of a special audit. |
Art. 10 Voting Rights |
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1 Subject to the provisions of Art. 4, Section 3 every share carries one vote at the General Meeting of Shareholders. However, except as set out in Sections 3-5 below, the shares for which a single shareholder can directly or indirectly exercise voting rights for his or her own shares or as a proxy may not exceed 2 percent of the total outstanding share capital. |
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2 For the purposes of the restrictions on voting rights as laid down in Section 1 above, legal entities, partnerships or groups of joint owners or other groups in which individuals or legal entities are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated shall be regarded as being a single shareholder. The same shall apply to individuals, legal entities or partnerships that act in concert (especially as a syndicate) with intent to evade the limitation on voting rights. |
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3 The restrictions on voting rights do not apply to the exercise of voting rights by representatives of a governing or executive body of the company who are designated by the Company as proxies (Art. 689c CO), or by persons designated by the Company as independent proxies (Art. 689c CO), or by persons acting as proxies for deposited shares (Art. 689d CO), provided all such persons have been instructed by shareholders to act as proxies. |
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4 Nor do the restrictions on voting rights apply to shares in respect of which the shareholder confirms to the Company in the application for registration that he or she has acquired the shares in his or her name for his or her own account and in respect of which the disclosure requirement set out in Section 6 below has been satisfied. |
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5 In addition, the restrictions on voting rights do not apply to shares which are registered in the name of a nominee, provided that this nominee furnishes the Company with the name, address and shareholding of the person(s) (as per definition in Section 2 above) for whose account he or she holds 0.5 percent or more of the total share capital outstanding at the time and for which he or she (or the beneficial owner, as appropriate) has satisfied the disclosure requirement set out in section 6 below. The Board of Directors has the right to conclude agreements with nominees concerning both their disclosure requirement and the exercise of voting rights. |
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6 The disclosure obligation must be discharged in accordance with Art. 20 of the Federal Act on Stock Exchange and Securities Trading of 24 March 1995 and the relevant ordinances and regulations. |
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7 The Board of Directors shall issue regulations regarding the proof of share ownership which is necessary in order to obtain voting cards. |
Art. 11 Chairman/Chairwoman, Secretary |
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1 The Chairman/Chairwoman of the Board of Directors shall chair the General Meeting of Shareholders, and, in his or her absence, a Deputy Chairman/ Chairwoman or another member designated by the Board shall take the chair. |
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2 The General Meeting of Shareholders shall elect by a show of hands the tellers to count the votes at the meeting. Members of the Board of Directors, the Independent Auditors and employees of the Company shall not be eligible to act as tellers. |
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3 The Board of Directors shall nominate a secretary to take the minutes. |
Art. 12 Quorums |
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1 The General Meeting of Shareholders may in principle pass resolutions without regard to the number of shareholders present at the meeting or represented by proxy. |
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2 Representation of at least half of the share capital is required for: |
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– conversion of registered shares into bearer shares; |
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– amendments to Art. 4, Section 3 |
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– amendments to Art. 10, Sections 1-6 |
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– dissolution of the Company. |
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3 This Article is subject to the mandatory provisions of the law and other provisions of these articles of association. |
Art. 13 Resolutions/Required Majorities |
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1 Resolutions and elections by the General Meeting of Shareholders require the approval of an absolute majority of the votes represented at the meeting, except as otherwise prescribed by mandatory provisions of law or by other provisions of these articles of association. In the case of an equality of votes, elections and resolutions shall be decided by the casting vote of the person chairing the meeting. |
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2 The conversion of registered shares into bearer shares, the dissolution of the Company and amendments to Art. 4, Section 3 of these articles of association require the approval of at least three-quarters of the votes cast. Amendments to Art. 10, Sections 1-6 require the approval of at least seven-eighths of the votes cast. |
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3 The Chairperson may allow elections and ballots to be conducted by a show of hands, by written ballot or by electronic means. He or she has all the powers required to conduct the General Meeting in an orderly fashion. |
Art. 14 Minutes |
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The person chairing the meeting and the secretary of the meeting are to sign the minutes of the meeting. |
2. The Board of Directors |
Art. 15 Election and Term of Office |
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1 The Board of Directors shall consist of a minimum of seven Members. |
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2 Each Member of the Board of Directors shall be elected individually for a period of three years and shall be eligible for re-election. One year of office is understood to be the period of time from one ordinary General Meeting of Shareholders to the close of the next ordinary General Meeting. |
Art. 16 Powers and Responsibilities |
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1 The Board of Directors shall decide on all matters which have not been reserved for or conferred on another governing body of the Company by law by these articles of association or by other regulations. |
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2 The Board of Directors determines those who have signatory power and the nature of the signatory power required. A document signed on behalf of the Company is binding on the Company only when it carries the signatures of two authorized signatories. |
Art. 17 Delegation of Powers |
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The Board of Directors may delegate the management of the Company wholly or partly to committees of the Board, individual Members of the Board or third parties, in accordance with the regulations governing the conduct of business of the Company. |
Art. 18 Quorum/Required Majorities |
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1 A majority of the members of the Board of Directors must be present in person in order to pass resolutions; there is no presence quorum requirement for decisions to carry out authorized capital increases, for acknowledgement of ordinary or authorized capital increases that have been carried out, or for the resultant changes to the articles of association. For resolutions carried out by circular letter, a majority of the members of the Board of Directors must cast their votes. |
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2 Resolutions of the Board of Directors require the approval of an absolute majority of the votes cast. In the case of an equality of votes, decisions shall be determined by the casting vote of the person chairing the meeting. |
Art. 19 Minutes |
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Minutes shall be kept of the proceedings and resolutions of the Board of Directors. The minutes shall be signed by the person chairing the meeting and the secretary. |
Art. 20 Remuneration of Directors |
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The Board of Directors shall be appropriately remunerated for its services in an amount to be determined by itself. |
3. The Independent Auditors and the Special Auditors |
Art. 21 Appointment and Duties |
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The Independent Auditors shall be elected by the General Meeting of Shareholders for one year and shall be responsible for carrying out all functions and duties incumbent upon them by law. |
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The special auditors shall be elected by the General Meeting of Shareholders for the term of one year and shall be responsible for the special audit reports in connection with qualified capital increases (Art. 652f CO). |
V. Financial Year and Allocation of the Net Profit |
Art. 22 Financial Year |
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The Company’s financial year shall be determined by the Board of Directors. |
Art. 23 Allocation of disposable Profit |
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The allocation of the disposable profit shall be made by the General Meeting of Shareholders. The distributions of a dividend and the establishment and utilization of special reserves, if any, shall be decided by the General Meeting of Shareholders in accordance with Art. 671 ff of the Swiss Code of Obligations. |
VI. Dissolution and Liquidation of the Company |
Art. 24 Should the Company be dissolved, the Board of Directors shall carry out the liquidation unless the General Meeting of Shareholders decides otherwise. |
VII. Official Notices and Announcements |
Art. 25 Publication |
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1 The Swiss Commercial Gazette (Schweizerisches Handelsamtsblatt) shall be the official medium for publication of the Company’s notices and announcements. |
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2 Notices and announcements to the shareholders shall be made in the Swiss Commercial Gazette (Schweizersches Handelsamtsblatt), insofar as the law does not prescribe some other manner of publication. |
VIII. Transitional Regulations |
Art. 26 Conditional Capital |
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1 The Company’s share capital pursuant to Art. 3 of the Articles of Association shall be increased by an amount not exceeding CHF 19,340,245.08 through the issue of a maximum of 483,506,127 registered shares, to be fully paid in, each with a par value of CHF 0.04 through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, or through compulsory conversion of contingent convertible bonds (CoCos) or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, that allow for contingent compulsory conversion into shares of the Company. |
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Shareholders’ subscription rights are excluded. Holders of financial market instruments with conversion features and/or of warrants are entitled to subscribe to the new shares. The Board of Directors fixes the conversion/warrant conditions. |
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The acquisition of shares through the exercise of conversion rights and/or warrants, or through the conversion of financial market instruments with conversion features, and any subsequent transfer of the shares are subject to the restrictions set out under Art. 4 of these Articles of Association. |
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2 Contingent capital pursuant to Art. 26 of the Articles of Association is made available, subject to para. 3, exclusively for the purpose of increasing share capital through the conversion of bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, that allow for contingent compulsory conversion into the Company’s shares and that are issued in order to fulfil or maintain compliance with regulatory requirements of the Company and/or any of its Group companies (contingent convertible bonds). |
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The Board of Directors is authorized when issuing such contingent convertible bonds to exclude shareholders’ preferential subscription rights if these bonds are issued on the national or international capital markets (including private placements with selected strategic investors). |
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If preferential subscription rights are restricted or excluded by resolution of the Board of Directors when contingent convertible bonds are issued: |
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(i) the contingent convertible bonds must be issued at prevailing market conditions, |
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(ii) the setting of the issue price of the new shares must take due account of the stock market price of the shares and/or comparable instruments priced by the market at the time of issue or time of conversion, and |
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(iii) conditional conversion features may remain in place indefinitely. |
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3 Up to CHF 4,000,000 of the conditional capital pursuant to Art. 26 of the Articles of Association shall also be available for share capital increases executed through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG or any of its Group companies (equity-related financial market instruments). |
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The Board of Directors is authorized to exclude shareholders’ preferential subscription rights when such equity-related financial market instruments are issued provided these instruments are being issued to finance or refinance the acquisition of companies, parts of companies, participations or new investment projects, and/or if the instruments are issued on the national or international capital markets. |
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If shareholders’ preferential subscription rights are restricted or excluded for such equity-related financial market instruments: |
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(i) these equity-related financial market instruments must be issued at prevailing market conditions, |
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(ii) the issue price of the new shares must be set at market conditions taking due account of the stock market price of the shares and/or comparable instruments priced by the market, and |
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(iii) it should be possible to exercise the conversion rights for a maximum of 15 years and to exercise warrants for a maximum of 7 years from the relevant issue date. |
Art. 26a Deleted |
Art. 26b 1 The share capital as per Art. 3 of the articles of association is to be increased by not more than CHF 859,287.60 through the issue of a maximum of 21,482,190 registered shares with a par value of CHF 0.04 each, to be fully paid in. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 4 of the articles of association. |
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2 The preferential subscription right of present shareholders is excluded in favor of the staff, at all levels, and of Members of the Board of Directors of Credit Suisse Group and its Group companies. The shares shall be issued in accordance with the guidelines adopted by the Board of Directors, as amended from time to time. They may be issued at a price which is below their market value. |
Art. 26c Conversion Capital |
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1 The Company’s share capital pursuant to Art. 3 of the Articles of Association shall be increased by an amount not exceeding CHF 8,000,000 through the issue of a maximum of 200,000,000 registered shares, to be fully paid in, each with a par value of HF 0.04, through the compulsory conversion upon occurrence of the trigger event of claims arising out of contingent convertible bonds (CoCos) of Credit Suisse Group AG or any of its Group companies, or of other financial market instruments of Credit Suisse Group AG or any of its Group companies, that provide for a contingent or unconditional compulsory conversion into shares of the Company. |
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2 Shareholders’ preemptive rights are excluded. Holders of financial market instruments with conversion features are entitled to subscribe to the new shares. |
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3 Shareholders’ preferential subscription rights with regard to financial market instruments with conversion features will be granted. If a quick placement of contingent convertible bonds (CoCos) in large tranches is required, the Board of Directors is authorized to exclude shareholders’ preferential subscription rights. In such circumstances, these contingent convertible bonds (CoCos) must be issued at prevailing market conditions. |
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4 The Board of Directors determines the issue price of the new shares taking due account of the stock market price of the shares and/or comparable instruments. |
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5 The acquisition of shares through the conversion of financial market instruments with conversion features, and any subsequent transfer of the shares are subject to the restrictions set out under Art. 4 of these Articles of Association. |
Art. 27 Authorized Capital |
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1 The Board of Directors is authorized, at any time until April 29, 2013, to increase the share capital, as per Art. 3 of the Articles of Association by a maximum of CHF 3,692,632.00 through the issuance of a maximum of 92,315,800 registered shares, to be fully paid up, each with a par value of CHF 0.04, of which 25,804,463 registered shares are reserved exclusively for issuance to shareholders electing to receive shares in lieu of a cash dividend (scrip dividends). Increases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be determined by the Board of Directors. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 4 of the Articles of Association. |
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2 The Board of Directors is authorized to exclude shareholders’ subscription rights in favor of third parties if the new registered shares are used for (a) the acquisition of companies, segments of companies or participations in the banking, finance, asset management or insurance industries through an exchange of shares or (b) for financing/refinancing the acquisition of companies, segments of companies or participations in these industries, or |
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new investment plans. Shareholders’ subscription rights relating to a maximum of 15,000,000 registered shares are excluded in favor of Credit Suisse so that Credit Suisse can fulfill its obligation to deliver shares in the Company in accordance with the terms of the USD 3.5 billion 11 % Tier 1 Capital Notes and CHF 2.5 billion 10% Tier 1 Capital Notes issued in October 2008. If commitments to service convertible bonds or bonds with warrants are assumed in connection with company takeovers or investment plans, the Board of Directors is authorized, for the purpose of fulfilling delivery commitments under such bonds, to issue new shares excluding the subscription rights of shareholders. |
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3 Subject to any legal restrictions applicable in their home jurisdiction, shareholders’ subscription rights relating to a maximum of 25,804,463 registered shares, which are reserved for issuance to shareholders electing to receive shares in lieu of a cash dividend (scrip dividends), are granted subject to the condition that such shareholders elect to receive registered shares under the scrip dividend. |
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4 Registered shares for which subscriptions rights have been granted but not exercised, are to be sold on the market at market conditions. |
Art. 27a Deleted |
Art. 28 Deleted |
Art. 28a Deleted |
Art. 28b Deleted |
Art. 28c Deleted |
Art. 28d Deleted |
Art. 28e Deleted |
Art. 28f Deleted |
Art. 28g In accordance with the agreement on non-cash capital contribution of 25./26. August 2008, the Company has acquired from 6811965 Canada Limited, Montreal, Canada, 16’879’121 class A common shares and 1’780’000 class B supervoting shares of Asset Management Finance Corporation, Delaware, USA, with a total value and a total price of CHF 420’249’574.56. The class A common shares have a par value of USD 5 each and the class B supervoting shares have no par value. Settlement has been effected by transfer to 6811965 Canada Limited of 8’425’212 fully paid-in registered shares of the Company with a par value of CHF 0.04 per share. The issue price per share is CHF 49.88. The sum of CHF 419’912’566.08, being the amount by which the price paid exceeds the par value of the new shares (CHF 337’008.48), is retained by the Company as a share premium. |
Art. 29 Deleted |
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The above text is a translation of the original German articles of association (Statuten) which constitute the definitive text and are binding in law. |
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Zurich, February 6, 2013 |
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| CREDIT SUISSE GROUP AG |
| Paradeplatz 8 |
| CH-8070 Zurich |
| Switzerland |
| www.credit-suisse.com |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/29/13 | 424B2, 6-K, FWP | |||
| Filed on: | 3/22/13 | 424B2, 6-K, 6-K/A, FWP, IRANNOTICE | ||
| 2/6/13 | 424B2, FWP | |||
| For Period end: | 12/31/12 | 424B2, 6-K, 6-K/A, FWP | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/14 SEC UPLOAD¶ 9/18/17 1:34K Credit Suisse AG 9/30/13 SEC UPLOAD¶ 9/18/17 1:200K Credit Suisse AG |