PWM BIOTECH SMID FOCUS BASKET USD CERTIFICATE OPEN ENDED. Pictet Equity Basket / AAD550 /

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1 PWM BIOTECH SMID FOCUS BASKET USD CERTIFICATE OPEN ENDED Pictet Equity Basket / AAD550 / CH Simplified prospectus pursuant to Art. 5 CISA (Final Terms) Last update : May 15 th Product Description Brief Description and Health Warning The product (the Certificate ) is a structured financial instrument with embedded derivatives, that allows the investor to participate in the performance of a basket composed of individual shares. The Certificate is NOT a collective investment scheme as per the Swiss Federal Act on Collective Investment Schemes (CISA) and is NOT subject to the authorization or supervision by the Swiss Financial Market Supervisory Authority (FINMA). This document (the Prospectus or this Document ) is only available in English. Ce document n est disponible qu en anglais. Dieses Dokument ist nur auf Englisch verfügbar. Il presente documento informative è disponibile solo in inglese. The Certificate is a tracker certificate linked to a basket of shares, called PWM Biotech SMID Focus Basket (the Underlying Basket ), which is actively managed by Banque Pictet & Cie SA (the Issuer and Basket Manager of the Certificate) on a dynamic and discretionary basis. Banque Pictet & Cie SA is subject to the supervision of the FINMA. The Investment Strategy and the composition of the Underlying Basket are further detailed in the relevant sections below see also in particular the section Initial Underlying Basket as of the Pricing Date. Net dividends will be reinvested into the Underlying Basket. Depending on the evolution of the Underlying Basket, the Certificate offers unlimited upside or downside exposure. It provides no capital protection. The investor bears the issuer risk. The investor risks the loss of part or all of its investment. The Certificate is cleared via SIX SIS AG Clearing House. It is not listed and its tradability is limited. The Certificate is a complex structured product involving derivatives. Do not invest in it unless you fully understand and are willing to assume the risks associated with it. If you are in doubt about the risks involved in the Certificate, you should seek independent professional advice. PICTET EQUITY CERTIFICATE 1

2 Key Characteristics Issuer and other key functions Issuer Banque Pictet & Cie SA, Route des Acacias 60, 1211 Geneva 73 (Carouge), Switzerland Issuer s Prudential Supervision Issuer s Rating Calculation Agent Paying and Exercise Agent Basket Manager Security provider and guarantor Banque Pictet & Cie SA is supervised by the Swiss Financial Market Supervisory Authority (FINMA). Fitch AA- / Moody s Aa2 Banque Pictet & Cie SA (see Issuer ) Banque Pictet & Cie SA (see Issuer ) Banque Pictet & Cie SA (see Issuer ) Not applicable, no capital protection Instrument, Exercise, Tradability and Distribution Fees Instrument Type Swiss Security Number / ISIN / Pictet Number Issue Size Currency Tracker certificate linked to the Underlying Basket, no of the Swiss Derivative Map ( / CH /AAD550 up to 200,000 Certificates (with reopening clause) USD Notional Amount per Certificate USD 1, Issue Price USD 1, Minimum Subscription Certificate Entitlement Convertion Ratio Settlement Type Form 1 Certificate 1 Certificate is linked to 1 Underlying Basket Not applicable Cash Uncertificated Securities. The investor in the Certificate shall neither be entitled to demand the issuance or delivery of certificated securities/paper certificates (including, but not limited to global notes) or certificates of evidence, nor shall he be authorised to demand the conversion of the uncertificated certificate into certificated securities/paper certificates. PICTET EQUITY CERTIFICATE 2

3 Pricing Date May 17 th 2016 Issue Date May 17 th 2016 Maturity Date Exercise Style Exercise Date Trading Day Investor Exercise Option Open-ended no set expiration date Bermudan style, on the Exercise Date. Quarterly on the anniversary of the Pricing Date (i.e. on each 17th of August, November, February and May), provided the Exercise Date falls on a Trading Day and no Market Disruption Event or Foreign Exchange Market Disruption Event applies (as defined under section 3. below). If the Exercise Date does not fall on a Trading Day and/or if a Market Disruption Event or a Foreign Exchange Market Disruption Event applies, the Exercise Date shall be the first Trading Day following the anniversary of the Pricing Date where no Market Disruption Event or Foreign Exchange Market Disruption Event applies. Any day on which all the Exchanges on which the Underlying Shares are listed are open. Subject to prior written notice to the Paying and Exercise Agent received at its registered office at least one month in advance, the investor may exercise its Certificate on each Exercise Date. Upon exercise of the investor Exercise Option, the investor will receive, on Settlement Date, the Exercise Price minus the Exercise Commission. Exercise Price Exercise Commission Issuer Call Option Cash only, being an amount in USD, equal to the value of the Underlying Basket determined by the Calculation Agent on the Exercise Date, minus Execution Costs, taxes, Calculation Agent Fee and Management Fee. A commission amounting to 0.40% of the Exercise Price. The Issuer may, subject to prior notice to the investors of at least one month, call the Issue Size of the Certificate on any Exercise Date. In such case, the investors holding Certificates upon the expiration date of the notice period will receive, on Settlement Date, the Exercise Price minus the Exercise Commission. Notwithstanding the preceding sentence, the Issuer may further, subject to prior notice at any time, call the Issue Size of the Certificate at any date if it determines that it has become unlawful to perform its obligations under the Certificate. In such case, the investors holding Certificates upon the expiration date of the notice period will receive, on Settlement Date, the Exercise Price, minus the Exercise Commission. Settlement Date Business Day Business Day Convention Exercise Date + 2 Business Days Any working day (Monday-Friday) which is not a Swiss federal public holiday Following PICTET EQUITY CERTIFICATE 3

4 Listing Public Offering Clearing Secondary Market None None SIX SIS AG Subject to normal market conditions, the Issuer may offer post bid and ask price on any Trading Day where no Market Disruption Event or Foreign Exchange Market Disruption Event applies - with a maximum spread of 0.50%. In special market situations, where the Issuer is unable to or cannot reasonably (at the Issuer s discretion) enter into hedging transactions, the spread between the bid and offer prices may be temporarily expanded. Orders will be executed on a best effort basis, based on the execution prices obtained by the Calculation Agent on the market and subject to liquidity. The settlement date on the Secondary Market shall be: Trading Day + 2 Business Days (all as defined above, and provided no Market Disruption Event or Foreign Exchange Market Disruption Event (as defined under section 3. below) applies). The price offered on the Secondary Market, if any, may be affected by many factors including, but not limited to the performance and volatility of the Underlying Basket, interest rates, exchange rates and credit spreads. A brokerage fee will be charged to the investor. Warning: Any taxes charged in relation to any Underlying Share will be reflected in the execution price at any time after the Pricing Date. See also under section 4. Selling Restrictions and Additional Disclaimers for Distribution by Pictet in Asia below. Distribution Fee The Issuer may pay to the relevant entity of the Pictet Group (in particular, without limitation, Banque Pictet & Cie S.A., Pictet & Cie (Europe) S.A., Hong Kong Branch or Bank Pictet & Cie (Asia) Ltd, Singapore), a distribution fee up to 0.40% per annum (act/365), charged daily on the estimated closing price of the Certificate (such distribution fee is included in the Management Fee). The Issuer may share part of this distribution fee with third parties including other entities of the Pictet Group (in particular, without limitation, Pictet & Cie (Europe) S.A., Hong Kong Branch or Bank Pictet & Cie (Asia) Ltd, Singapore). Underlying Basket, Investment Strategy, Management Fee, Calculation Agent Fee Underlying Basket The Underlying Basket is composed of equity shares. The shares constituting the Underlying Basket from time to time are referred to as the Underlying Shares. A cash pocket may be used from time to time if needed at the sole discretion of the Basket Manager. The Underlying Basket is actively managed by the Basket Manager on a dynamic and discretionary basis. PICTET EQUITY CERTIFICATE 4

5 The Basket Manager shall ensure at all times that (i) the Underlying Basket is composed of at least 5 Underlying Shares and (ii) the weight of the cash pocket does not exceed 20% of the Underlying Basket; as for the rest, the Basket Manager is not subject to any other restriction and has full discretion to amend, within the limits of the Investment Strategy, the composition of the Underlying Basket by including any new Underlying Share into, or excluding any Underlying Share from the Underlying Basket, or by changing the weight of any Underlying Share ( Reshuffling ). The composition of the Underlying Basket as amended from time to time shall be published on (updated at least on a monthly basis). Investment Strategy The PWM Biotech SMID Focus basket is a long-only equity portfolio which shares are selected within the US and EU biotech listed companies, with a focus on therapeutic areas for which large capitalizations biopharmas have already expressed interest in M&A, or recently acquired or in-licensed assets. The Basket Manager is applying in the selection process an equity bottom-up approach based on a science driven approach. The main therapeutic areas represented are Oncology, Orphan Diseases and Neuroscience. To be selected companies should furthermore have either a drug already on the market with long remaining patent life or should be able to bring innovative pipeline drugs on the market within the next three years. When not yet on the market, pipeline drugs should have at least phase II equivalent data, which have been presented and reviewed in large scientific meetings. Individual weights in the basket are determined by the Basket Manager both based on the drug pipeline opportunity and on the intrinsic risks (clinical and commercial) associated to this pipeline. The basket weights could be occasionally rebalanced, on M&A events or in case of material changes in investments cases. The basket volatility is expected to be elevated due to the nature of the basket components. In line with the SMID thematic, the basket manager will focus away of the largest constituents of the universe; minimum market capitalization of shares to be selected is 500 million USD equivalent. All net dividends will be reinvested in the Underlying Basket on a discretionary basis. Further information on the Investment Strategy may be obtained free of charge by contacting the Basket Manager per structured_products@pictet.com Initial Underlying Basket as of the Pricing Date i Components of the Basket / Bloomberg Code Primary Exchange Curre ncy Spot Price Exchange Rate of 1 USD versus Currency Units of Underlying Share / Units of Cash Weight of each component in the Underlying Basket YTE CORP Y US Equity NASDAQ GS USD % ALEXION PHARMACEUTICALS ALXN US Equity NASDAQ GS USD % BIOMARIN PHARMACEUTICAL BMRN US Equity NASDAQ GS USD % PICTET EQUITY CERTIFICATE 5

6 GENMAB A/S GEN DC Equity Copenhage n DKK % VERTEX PHARMACEUTICALS VRTX US Equity NASDAQ GS USD % SEATTLE GENETICS SGEN US Equity NASDAQ GS USD % TESARO TSRO US Equity NASDAQ GS USD % EXELIXIS EXEL US Equity NASDAQ GS USD % IONIS PHARMACEUTICALS IONS US Equity NASDAQ GS USD % NEUROCRINE BIOSCIENCES NBIX US Equity NASDAQ GS USD % KITE PHARMA KITE US Equity NASDAQ GS USD % GALAPAGOS NV GLPG na Equity EN Amsterdam EUR % BLUEBIRD BIO BLUE US Equity NASDAQ GS USD % CLOVIS ONCOLOGY CLVS US Equity NASDAQ GS USD % ACADIA PHARMACEUTICALS ACAD US Equity NASDAQ GS USD % AGIOS PHARMACEUTICALS AGIO US Equity NASDAQ GS USD % PROTHENA CORP PLC PRTA US Equity NASDAQ GS USD % SAREPTA THERAPEUTICS SRPT US Equity NASDAQ GS USD % SPARK THERAPEUTICS ONCE US Equity NASDAQ GS USD % AERIE PHARMACEUTICALS AERI US Equity NASDAQ GM USD % GLOBAL BLOOD THERAPEUTICS IN GBT US Equity NASDAQ GS USD % ACCELERON PHARMA XLRN US Equity NASDAQ GM USD % COHERUS BIOSCIENCES CHRS US Equity NASDAQ GM USD % VERSARTIS vsar us Equity NASDAQ GS USD % The Spot Price is the price, net of any taxes, of any Underlying Share composing the Underlying Basket from time to time as observed on any day by the Calculation Agent at its entire discretion. The Units of Cash is the amount of the cash pocket from time to time as observed on any day by the Calculation Agent at its entire discretion. This amount must be converted into the Currency of the Certificate when the Currency of the cash is different from the Currency of the Certificate. As a reminder, the Units of Cash may potentially be invested, within the limits of the Investment Strategy, in part or in all, in further PICTET EQUITY CERTIFICATE 6

7 Underlying Shares. The Units of Underlying Share in the Underlying Basket (the Units ) are the number of Shares of each relevant Underlying Share composing the Underlying Basket as calculated on the Pricing Date. The value of each Underlying Share composing the Underlying Basket is calculated by multiplying the relevant Spot Price by the relevant Units. This amount must be converted into the currency of the Underlying Basket when the Underlying Share is traded in another Currency as the Currency of the Underlying Basket. The total value of the Underlying Shares constituting the Underlying Basket is calculated by adding the value of each Underlying Share composing the Underlying Basket obtained by using the calculation method described above and adding the Units of Cash (if any), which gives the following mathematical formula: Where: N UnitsPerBasket BasketValue = FX i=1 i Spot i i + UnitOfCash N = The total number of Underlying Shares in the Underlying Basket, as observed on any day by the Calculation Agent at its entire discretion UnitsPerBasket i = The Units of Underlying Shares in the Underlying Basket as observed on any day by the Calculation Agent at its entire discretion Spot i = The Spot Price of the relevant Underlying Share in the Underlying Basket as observed on any day by the Calculation Agent at its entire discretion FX i = The price of the relevant currency vs USD, expressed in units of currency per 1 USD, as observed on any day by the Calculation Agent at its entire discretion UnitOfCash The amount of the cash pocket, as observed on any day by the Calculation Agent at its entire discretion Initial Underlying Basket value: USD 1, Note: After the Pricing Date, Spot Price and Weight of each component in the Underlying Basket will vary depending on fluctuations in the price of the Underlying Shares and/or the amount of the cash pocket. The Units will not change unless a Reshuffling or any corporate action occurs. Warning: Any taxes charged to the Issuer in relation to any Underlying Share will be reflected in the Spot Price as of the Pricing Date. Warning The Certificate is in no way sponsored, endorsed, sold or promoted by any of the exchanges where the Underlying Shares are traded (the PICTET EQUITY CERTIFICATE 7

8 Exchanges ). The Exchanges make no warranty or representation whatsoever, express or implied, either as to the results to be obtained from the use of the quote at which the Underlying Shares of the Underlying Basket stands at any particular time on any particular day or otherwise on the Exchanges. Accordingly, the Exchanges shall not be liable (whether in negligence or otherwise) to any person for any error in the prices of the Underlying Shares composing the Underlying Basket. Execution Costs Upon purchase or sale of any Underlying Share, the Issuer shall charge execution costs in percentage of the value of each Underlying Share bought or sold, as per the table below. (This is by no means an exhaustive list) Country U.S.A Danemark The Netherland Percentage 0.10% 0.10% 0.10% Executions Costs shall be further increased to take into account any taxes charged to the Issuer in connection with any Underlying Share at any time after the Pricing Date. Dividends All net Dividends declared with respect of an Underlying Share during the life of the Certificate will be reinvested in the Underlying Basket on a discretionary basis (collectively the Dividends ); no Dividends will be paid out to the investor. Depending on the country of the relevant Underlying Share, the net Dividend will represent the following percentages of the gross Dividend (see indicative table below): Country U.S.A Danemark The Netherland Percentage 55% 85% 85% The percentages above are indicative only and may vary from time to time depending on applicable laws and regulations (eg rules affecting the imposition of any tax and/or levy). In respect of U.S. equity securities, for purposes of determining the amount of a dividend treated as notionally reinvested, such amount shall not be treated as reduced by the withholding tax imposed on dividends by Section 871(a) or 881(a) of the US Internal Revenue Code but shall instead be reduced by the 55% withholding tax imposed on dividend equivalents by Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended. PICTET EQUITY CERTIFICATE 8

9 Management Fee Calculation Agent Fee The Basket Manager shall receive a compensation of 0.75% per annum (act/365), charged daily on the Certificate value, as determined on any day by the Calculation Agent at its entire discretion. The Calculation Agent shall receive a compensation of 0.25% per annum (act/365), charged daily on the Certificate value, as determined on any day by the Calculation Agent at its entire discretion. Law/Jurisdiction, Tax Treatment Governing Law / Place of Jurisdiction Swiss Law / Geneva, Switzerland Tax treatment in general Swiss Federal Stamp Duty Swiss Income Tax Swiss Withholding Tax Tax information set out herein only provides a general overview of the potential tax consequences linked to the Certificate at the time of issue. Tax laws and tax doctrine may change, possibly with retroactive effect. If tax information set out herein is based upon a diligent analysis of the laws and regulations applicable as of the date when this Prospectus is issued and any other information available to the Issuer considered to be reliable at that time, it is given on a purely indicative basis. The Issuer explicitly excludes all and any liability in respect of any tax implications based upon the information contained in this Prospectus. The Issuer and the Pictet Group cannot be held responsible for any tax matter arising from any investment made in the Certificate. The investor is solely liable for all current and future taxes and duties. All investors should therefore consult independant legal and tax advisors about the tax implications of buying, holding, exercising and selling the Certificate taking into account their particular circumstances. The Certificate being issued by a Swiss bank, primary market transactions, secondary market transactions and redemptions are not subject to Swiss stamp transfer tax. For private investors with tax residence in Switzerland, the income (in particular dividends), excluding capital gains, realised on the level of the Underlying Basket will be subject to Swiss federal, cantonal and communal income taxes on an annual basis (by financial year end) or upon redemption. Gains and losses derived from the sale of the Certificate should be considered as tax-free private capital gains and non-tax deductible private capital losses respectively. The Certificate is not subject to the Swiss Withholding Tax. Documentation, Unforeseen Changes Product Documentation This Document serves as and fulfils the requirements of a simplified prospectus in accordance with Art. 5 CISA. The prospectus requirement under Art of the Swiss Code of Obligations is not applicable. During the whole term of the Certificate, the Prospectus and other information on the Certificate may be obtained free of charge from the Issuer in Switzerland: PICTET EQUITY CERTIFICATE 9

10 Banque Pictet & Cie SA, route des Acacias 60, CH-1211 Geneva 73 telephone: +41-(0) fax: +41-(0) You may also contact your usual Relationship Manager with the Pictet Group. Unforeseen changes Unforeseen changes to the terms and conditions of the Certificate which were not agreed contractually but arise during the Certificate s term will be announced on the following website: 2. Profit & Loss Prospects Capital protection at maturity Loss Potential None The Certificate is not principal protected, i.e. the investor is exposed to a potential decline in value of the Underlying Basket during the investor holding period of the Certificate, as adjusted by various fees, costs, taxes and dividends (as described in details in section 1. of the Prospectus). The investor can lose his total invested capital (i.e., if the investor subscribed itself to the Certificate, the full Issue Price paid). Profit Potential The investor will benefit from the performance of the Underlying Basket during the investor holding period of the Certificate, as adjusted by various fees, costs, taxes and dividends (as described in details in section 1. of the Prospectus). FINAL CERTIFICATE PERFORMANCE 3. Significant Risks for Investors Suitability of the Transaction The investor s attention is drawn to the following risks in particular (this is by no means an exhaustive list) : The Certificate involves significant risks including, without limitation, market risk, credit risk and secondary market risk. The investor should ensure that it understands the nature of all these risks before making a PICTET EQUITY CERTIFICATE 10

11 decision to invest in the Certificate. The investor should carefully consider whether the Certificate is suitable for it in light of its experience, objectives, financial position and other relevant circumstances. If in any doubt, the investor should obtain relevant and specific professional advice before making any investment decision. The investor shall in particular keep in mind that the Certificate offers no capital protection (i.e. risk of total loss) and that the possibilities to exercise, transfer and sell the Certificate are limited. Market risk The price at which the investor will be able to exercise the Certificate or sell the Certificate on the Secondary Market may be at a potentially substantial discount to the market value of the Certificate at the Issue Date, if, at such time and in addition to any other factors, the value of the Underlying Basket is below, equal to or not sufficiently above the value of the Underlying Basket at the Issue Date. The Certificate is subject to a full downside exposure and provides no capital protection. The investor risks the loss of part or all of its investment. The price of the Certificate may fall in value as rapidly as it may rise. The price of the Certificate may be affected by a number of factors, including changes in the value and volatility of the Underlying Shares, the creditworthiness of the Issuer, changes in foreign exchange rates and economic, financial and political events that are difficult to predict. The past performance of the Underlying Basket/Shares or other securities or derivatives should not be taken as an indication of the future performance of the Underlying Basket or other securities or derivatives during the term of the Certificate. Risk and Creditworthiness of the Issuer The Certificate constitutes an immediate, unsecured and unsubordinated obligation of the Issuer and of no other person, which, particularly in case of insolvency of the Issuer, ranks pari passu with each and all other current and future unsecured and unsubordinated obligations of the Issuer, with the exception of those that have priority due to mandatory statutory provisions. The investor bears the Issuer risk, it is exposed to the credit risk of the Issuer (as counterparty to the Certificate) and bears the general risk that the financial situation of the Issuer could deteriorate. If the Issuer becomes insolvent or defaults on its obligations under the Certificate, the investor can only claim as an unsecured creditor of the Issuer. The credit rating of the Issuer reflects the independent opinion of the relevant rating agency(ies) and is not a guarantee of the credit quality of the Issuer. The Certificate s value is dependent not only on the development of the Underlying Basket, but also on the creditworthiness of the Issuer, which may vary over the term of the Certificate. The investor shall not have any rights under the Certificate against any party other than the Issuer; the investor in particular does not have any rights against any other entity of the Pictet Group, including without limitation Bank Pictet & Cie (Asia) Ltd or Banque Pictet & Cie SA. The Certificate is not secured by any security arrangement. Secondary Market Risk / Liquidity Risk The Certificate is not listed. No assurance can be given that any trading market for the Certificate will exist or whether any such market will be PICTET EQUITY CERTIFICATE 11

12 liquid or illiquid. While the Issuer expects to maintain a Secondary Market in the Certificate, it is not obliged to do so. Any market making activity if commenced may be discontinued at any time. Since the Certificate is not traded on any exchange, pricing information may be more difficult to obtain and the liquidity and price of the Certificate may be adversely affected. Issuer Call Risk Market Disruption Event Foreign Exchange Market Disruption Event General Disclaimer The Issuer may call the Certificate as provided for in section 1 of the Prospectus (see Issuer Call Option ). In this event, the investor will receive an early redemption amount which may be less than any amount that the holder could have realised under the terms of the Certificates if the Issuer Call Option had not been exercised. Furthermore, the holder will not be able to participate in any future performance of the Underlying Basket following the exercise of the Issuer Call Option. A Market Disruption Event is any event which limits or compromises the ability of the Basket Manager to trade in one or more of the Underlying Shares, including, without limitation, as a result of a suspension or limitation of trading on any one of the Exchanges (where one or more of the Underlying Share(s) is/are listed) or any related exchange, the declaration of a general moratorium in respect of banking activities in the country where an Exchange or any related exchange is located or the inability of the Issuer to unwind its hedge or related trading position relating to the Underlying Basket due to illiquidity. The Calculation Agent may determine at its discretion that a Market Disruption Event has occurred or exists at a relevant time. A Market Disruption Event may affect the value of the Certificate and/or delay settlement in respect of the Certificate, possibly indefinitely until extinction. The investor should note that all payments upon exercise, call or sale of the Certificate on the Secondary Market may be subject to the ability of the Issuer to, upon purchase or sale of the Underlying Share(s), (i) convert the currency of the Underlying Share(s) into the currency of the Certificate; and (ii) transfer the corresponding cash. The Calculation Agent may determine at its discretion that circumstances have arisen that result in the Issuer not being able to do any one of the above (alternative), i.e. that a Foreign Exchange Market Disruption Event has occurred or exists at a relevant time. A Foreign Exchange Market Disruption Event may affect the value of the Certificate and/or delay settlement in respect of the Certificate, possibly indefinitely until extinction. This Prospectus is for the use of its sole intended recipient. It shall not be used or considered as an offer, a recommendation, or a solicitation to subscribe, exercise, buy or sell the Certificate. The Issuer has not taken any steps to ensure that the Certificate is suitable for any particular investor. Furthermore, the Issuer makes no representations and gives no advice as to the appropriate accounting treatment or possible tax consequences arising out of the holding of the Certificate. The Prospectus is not to be relied upon in substitution for the exercise of independent judgment. The Prospectus does not constitute the investment policy of Banque Pictet & Cie SA or the Pictet Group as a general matter. Banque Pictet & Cie SA or any other entity of the Pictet Group may have issued other PICTET EQUITY CERTIFICATE 12

13 documents that are inconsistent with, and reach different conclusions from, the information presented in the Prospectus. The Prospectus is distributed by the Issuer as well as other entities of the Pictet Group. The relevant entities of the Pictet Group (including directors, employees and agents thereof) may or may not have long or short positions in, and buy or sell any of the instruments mentioned herein, or derivatives on any of the same. The Prospectus may only be cited provided the source is indicated. All rights reserved. Information and opinions contained in this Prospectus have been obtained from sources believed to be reliable, and, although all reasonable care has been taken, the Issuer is not able to make any representation as to its accuracy or completeness. 4. Selling Restrictions and Additional Disclaimers for Distribution by Pictet in Asia Selling Restrictions Any Certificate purchased by any person for resale may not be offered in any jurisdiction where such resale would require the Issuer to register any documentation relating to the Certificate in such jurisdiction. The restrictions listed below must not be taken as definitive guidance as to whether the Certificate may be sold in any particular jurisdiction. Additional restrictions on offering, selling or holding of the Certificate may apply in other jurisdictions. Investors should seek specific advice before purchasing the Certificate. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), the Certificate may not be offered to the public in that Relevant Member State except, with effect from and including the Relevant Implementation Date: a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; b) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or c) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this provision, the expression an "offer of the Certificate to the public" in relation to the Certificate in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Certificate to be offered so as to enable an investor to decide to purchase or subscribe the Certificate, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus PICTET EQUITY CERTIFICATE 13

14 Directive" includes any relevant implementing measure in each Relevant Member State. UK Only Professional UK clients with a residence in the UK can subscribe to the product. USA The Certificate has not been, and will not be, registered under the United States Securities Act of 1933 ("1933 Act") as amended or the securities laws of any of the states of the United States. Therefore, the Certificate may not be offered or sold, assigned or delivered directly or indirectly in the United States of America. To that end, the Certificate may not be invested in, by or for the account or for the benefit of US persons (as defined under Regulation S of the 1933 Act). Hong Kong Warning: The contents of this Document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Certificate. If you are in any doubt about any of the contents of this Document, you should obtain independent professional advice. The Certificate may not be offered or sold in Hong Kong other than to professional investors within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder (the SFO ). This Document is not directed to, or intended for distribution or publication to or use by (a) persons who are not such professional investors, or (b) any person except in circumstances which do not result in this Document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No person may or will issue or have in his/her possession for the purpose of issue any advertisement, invitation or document relating to the Certificate whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong, other than with respect to the Certificate intended to be disposed of only to persons outside Hong Kong, or only to professional investors as defined in the SFO. Banque Pictet & Cie SA is an affiliate of Pictet & Cie (Europe) SA, Hong Kong Branch within the Pictet Group of companies (including any office or branch of any thereof) but is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (the BO ) carrying on any banking business in Hong Kong or subject to the supervision of the Hong Kong Monetary Authority. Singapore This Document is not directed to, or intended for distribution, PICTET EQUITY CERTIFICATE 14

15 publication to or use by, persons who are not accredited investors, expert investors or institutional investors as defined in section 4A of the Securities and Futures Act (Cap. 289 of Singapore) ( SFA ). This Document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Certificate may not be circulated or distributed, nor may the Certificate be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Certificate is subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Certificate pursuant to an offer made under Section 275 except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA. Additional Disclaimer where the Certificate is distributed by Bank Pictet & Cie (Asia) Ltd in Singapore or Pictet & Cie (Europe) SA, Hong Kong Branch in Hong Kong. This Document may be distributed by Bank Pictet & Cie (Asia) Ltd ( BPCAL ) in Singapore or Pictet & Cie (Europe) SA, Hong Kong Branch ( Pictet HK Branch ) in Hong Kong. The terms and conditions set out in this Document are supplemental to BPCAL s / Pictet HK Branch's General Business Conditions. Where there are any inconsistencies between this Document and BPCAL s / Pictet HK Branch's General Business Conditions the terms and conditions set out in this Document shall prevail. The information, tools and material presented in this Document are provided for general information and discussion purposes only and are not to be used or considered as an offer, a recommendation, an invitation to offer or solicitation to buy, sell or subscribe for any securities, commodities, derivatives, structured product, options, futures (in respect of BPCAL only), or other financial instruments (collectively referred to as Investments ) or to enter into any legal relations, nor as advice or recommendation with respect to any PICTET EQUITY CERTIFICATE 15

16 Investments. This Document is intended for general circulation and it is not directed at any particular person. This Document does not have regard to the specific investment objectives, financial situation and/or the particular needs of any recipient of this Document. Investors should seek independent advice regarding the appropriateness of investing in any Investments set out in this Document, taking into account the specific investment objectives, financial situation or particular needs of the investor, before making a commitment to invest. BPCAL/Pictet HK Branch and its affiliates has not taken any steps to ensure that the Investments referred to in this Document are suitable for any particular investor, and accepts no fiduciary duties to any investor in this regard. Nothing in this Document shall constitute financial, investment or legal advice. Furthermore, BPCAL/Pictet HK Branch and its affiliates make no representations and give no advice concerning the appropriate accounting treatment or possible tax consequences of any Investment. This Document does not purport to identify or suggest all the risks (direct or indirect) or material considerations which may be associated with an Investment. Investors are solely responsible for familiarising themselves with all aspects of the Investments and the risks involved. Any investor interested in buying or making any Investment should determine for itself without any reliance on any representation, advice, view, opinion or other statement which may have been expressed by BPCAL/Pictet HK Branch and/or its affiliates or any of their employees, agents or representatives that the Investment is consistent with its objectives and is suitable for it. The investor should conduct its own independent investigation and analysis of the Investment and consult with its own professional adviser(s) as to any Investment including the risks involved with transactions on such Investment. This Document is not to be relied upon in substitution for the exercise of independent judgment. The value and income of any Investment mentioned in this Document may fall as well rise. The market value may be affected by, amongst other things, changes in economic, financial, political factors, time to maturity, market conditions and volatility, and the credit quality of any issuer or reference issuer. Furthermore, foreign currency rates of exchange may have a positive or adverse effect on the value, price or income of any Investment mentioned in this Document. Accordingly, the investor must be willing and able to, and effectively assume all risks and may receive back less than originally invested. This Document purports to describe all the relevant terms of this specific transaction. This Document shall be used to construe such terms to the exclusion of all prior written and oral communications. Accordingly neither BPCAL/Pictet HK Branch nor its affiliates assume any responsibility for the contents of this Document, or for any written or oral communications in connection with it, regardless of any action, in action or negligence on their part. PICTET EQUITY CERTIFICATE 16

17 Certain Investments (including but not limited to derivatives, options and futures) may not be suitable for all investors. In particular, some Investments may be highly leveraged and volatile. Past performance should not be taken as an indication or guarantee of future performance and no representation or warranty, expressed or implied, is made by BPCAL/Pictet HK Branch regarding future performance. This Document does not constitute the investment policy of BPCAL/Pictet HK Branch, or an investment recommendation, and merely contains the different assumptions, views and analytical methods of the structurers who prepared them. Furthermore, the information, calculations, opinions and estimates expressed herein reflect a judgment at its original date of publication and are subject to change without notice and without any obligation on BPCAL/Pictet HK Branch to update any of them. BPCAL/Pictet HK Branch may have issued or distributed other Documents that are inconsistent with, and reach different conclusions from, the information presented in this Document. While the information, calculations, opinions and estimates presented herein are believed to be from sources believed to be reliable, this Document is prepared on an as is basis and BPCAL/Pictet HK Branch has not conducted any verification exercise or other investigation with respect to the accuracy, reliability, timeliness or completeness of the information contained therein. Accordingly, BPCAL/Pictet HK Branch is not able to, and does not make any representation as to the accuracy, reliability, timeliness or completeness of this Document or any other written or oral communication transmitted or made available at any time to the investor. Accordingly, BPCAL/Pictet HK Branch accepts no liability for loss (direct or indirect) arising from the use of or reliance on this Document. BPCAL/Pictet HK Branch reserves the right to act upon or use any of the information in this Document at any time, including before its publication herein. BPCAL/Pictet HK Branch and its affiliates (or employees thereof) may have material interests that conflict with the interests of the recipient of this Document and may or may not have long or short positions in, and buy or sell, or otherwise have interest in, any of the Investments mentioned herein, and may or may not have relationships with, or provide services to, the issuers of or entities connected with Investments mentioned in this Document. In these respects, BPCAL/Pictet HK Branch and affiliates (or employees thereof) may hold material information but will be under no obligation to take it into account when preparing this Document or make it available to any person. BPCAL/Pictet HK Branch and their affiliates (or employees thereof) may act inconsistently with the information and/or opinions presented in this Document. The information used to prepare this Document and/or any part of such information, may have been provided or circulated to employees and/or one or more clients of BPCAL/Pictet HK Branch before this PICTET EQUITY CERTIFICATE 17

18 Document was received by you and such information may have been acted upon by such recipients or by BPCAL/Pictet HK Branch. This Document is provided for the information of the intended recipient only and should not be reproduced, published, circulated or disclosed in whole or in part to any other person without the prior written consent of BPCAL/Pictet HK Branch. Singapore BPCAL has obtained an exemption from the Monetary Authority of Singapore ( MAS ) under section 100(2) of the Financial Advisers Act ( FAA ) for the provision of financial advisory services to High Net Worth Individuals (as defined in the MAS Guidelines on Exemption for Specialised Units Serving High Net Worth Individuals [FAA-G07]) (the Exemption ) and is exempted from the requirements of sections 25, 27, 28 and 36 of the FAA, MAS Notice on Appointment and Use of Introducers by Financial Advisers (FAA-N02), MAS Notice on Information to Clients and Product Information Disclosure (FAA-N03), MAS Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Financial Advisers and Exempt Financial Advisers (FAA-N13) and the MAS Notice on Recommendations on Investment Products (FAA-N16). Please contact BPCAL in Singapore in respect of any matters arising from, or in connection with this Document. Hong Kong Pictet HK Branch will act as the agent when distributing the investment products. In some cases, when Pictet HK Branch distributes investment products issued by an entity belonging to the Pictet Group, Pictet HK Branch or any entities belonging to the Pictet Group may benefit (directly or indirectly) from the origination and distribution of the investment products. Pictet HK Branch is an authorized institution within the meaning of the BO and a registered institution (CE Number: AQG515) under the SFO carrying on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities. Please contact Pictet HK Branch in Hong Kong in respect of any matters arising from, or in connection with this Document. PICTET EQUITY CERTIFICATE 18