Credit Suisse Group (Guernsey) V Limited (CS Guernsey) issued CHF 3,800,000,000 of Swiss law governed 4% subordinated Mandatory and Contingent Convertible Securities (MACCS) mandatorily convertible into 233,500,000 shares of Credit Suisse Group on 29 March 2013 (if not early converted upon the occurrence of certain contingency and viability events specified in the terms of the MACCS). The MACCS issuance is part of the set of targeted capital measures announced on 18 July 2012 that are expected to strengthen Credit Suisse’s capital by CHF 15,300,000,000 in preparation for the Basel III regulatory framework.

To ensure the placement of the MACCS, the issuance was fully underwritten by strategic and institutional investors. MACCS in the amount of CHF 1,900,000,000 convertible into 117,000,000 shares (Tranche A) were directly purchased by the strategic and institutional investors (private placement). In order to allow existing shareholders to participate in the issuance, MACCS with an aggregate principal amount of CHF 1,900,000,000 convertible into 116,500,000 shares (Tranche B), were offered to existing shareholders of Credit Suisse Group AG by way of a public offering of preferential subscription rights (Rights). The Rights were exercisable from 20 July 2012 until 27 July 2012, noon (CET).

Of the MACCS offered in Tranche B, CHF 1,833,000,000 were subscribed by shareholders and investors exercising Rights (96.6% take-up). MACCS in the amount of CHF 64,000,000, for which Rights were not exercised during the subscription period, were sold to strategic and institutional investors per the definitive agreements of 18 July 2012, thereby ensuring the full placement of the CHF 3,800,000,000 of MACCS.

Reference: CapLaw-2012-44