Credit Suisse International

Transcription

1 Credit Suisse International Registered as unlimited in England and Wales under No Series NCSI Up to EUR 50,000,000 Auto-Callable Index-linked Notes due Issue Price: 100 per cent. 5.3 This document comprises two parts. Part One is a summary of the Registration Document and Securities Note (the Summary ) and Part Two is a securities note (the Securities Note ) both prepared for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive ). The Summary and the Securities Note contain information relating to the above Notes (the Securities ). The Summary and the Securities Note shall be read in conjunction with the registration document (the Registration Document ) dated 17 December 2007 containing information in respect of Credit Suisse International (the Issuer ), as prepared for the purposes of Article 5.3 of the Prospectus Directive. Together, the Registration Document, the Summary and the Securities Note comprise a prospectus (the Prospectus ) for the Securities, prepared for the purposes of Article 5.1 of the Prospectus Directive. The Securities Note itself also comprises two parts. Part one sets out the specific terms and conditions of the Securities (the Issue Specific Terms ) and certain information relating thereto and part two is the base terms and conditions of the Securities (the General Conditions ) which are supplemented by the Issue Specific Terms. 31 January 2008

2 The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information The delivery of this document at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof. The Issuer will not be providing any post issuance information in relation to the Securities. 7.5 This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the UK Listing Authority ). Application will be made to the Irish Stock Exchange for the Securities issued to be admitted to the Official List and trading on its regulated market. Such market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Issuer has requested the UK Listing Authority to provide the Belgian Banking, Finance and Insurance Commission ( Commission bancaire, financière et des assurances or Commissie voor het Bank-, Financie- en Assurantiewesen ) and the Irish Financial Services Regulatory Authority ( IFSRA ), in their respective capacities as competent authority in Belgium and Ireland for the purposes of the Prospectus Directive, with a certificate of approval in accordance with Article 18 of the Prospectus Directive attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 6.1 In connection with the issue and sale of the Securities, no person is authorised to give any information or to make any representation not contained in the Registration Document, the Summary or the Securities Note, and neither the Issuer nor the Dealer accepts responsibility for any information or representation so given that is not contained in the Registration Document, the Summary or the Securities Note. The Prospectus does not constitute an offer of Securities, and may not be used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the Securities or the distribution of the Prospectus in any jurisdiction where any such action is required except as specified herein. The distribution of the Prospectus and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession the Registration Document, the Summary or the Securities Note comes are required by the Issuer to inform themselves about, and to observe, such restrictions. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ) and are subject to U.S. tax law requirements. Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set forth below under Subscription and Sale

3 PART ONE SUMMARY Credit Suisse International Series NCSI Up to EUR 50,000,000 Auto-Callable Index-linked Notes due 2013 (the Securities ) This summary must be read as an introduction to this Prospectus and any decision to invest in the Securities should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuer in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Description of the Issuer Credit Suisse International (the Issuer ) is incorporated in England and Wales under the Companies Act 1985, with registered no as an unlimited liability company. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. The Issuer is an English bank and is authorised and regulated as an EU credit institution by the Financial Services Authority ( FSA ) under the Financial Services and Markets Act The FSA has issued a scope of permission notice authorising the Issuer to carry out specified regulated investment activities. 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, holders of the Securities may only have recourse to the assets of the Issuer and not to those of its shareholders. Its shareholders are Credit Suisse Group, Credit Suisse and Credit Suisse (International) Holding AG. The Issuer commenced business on 16 July Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange, commodities and credit. The primary objective of the Issuer is to provide comprehensive treasury and risk management derivative product services worldwide. 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. Credit Suisse is a leading global investment bank, serving institutional, corporate, government and individual clients. 3

4 Description of the Securities The Securities are euro denominated, auto-callable interest-bearing equity index-linked notes to be issued by the Issuer on 5 March 2008 and due to mature on 8 March 2013 (the Maturity Date ) unless previously redeemed on an Early Redemption Date. The principal amount of each Security is EUR 1,000 and the total principal amount of the Securities is up to EUR 50,000,000 (and is dependent on the amount in respect of which applications are made). The issue price is 100 per cent. of the principal amount. The return which will be paid to the investor at maturity (whether on an Early Redemption Date or on the Maturity Date), in addition to the principal amount, is linked to the performance of the BEL 20 Index (the Index ). In addition the Issuer will pay interest on the Securities, as described below. The Securities may only be redeemed other than on the Early Redemption Date or the Maturity Date for reasons of default by the Issuer, the imposition of UK withholding tax on payments under the Securities or the illegality of the Issuer s payment obligations or its hedging arrangements. The Securities will be cleared through Euroclear and Clearstream, Luxembourg. Application will be made to the Irish Stock Exchange for the Securities to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its regulated market. Interest If the Index Performance on any Observation Date is equal to or greater than 60 per cent., then on the relevant Interest Payment Date the Issuer will pay an amount of interest in respect of each Security equal to 8.50 per cent. of the principal amount. If the Index Performance on any Observation Date is less than 60 per cent., no interest will be payable on the relevant Interest Payment Date. If the Securities are redeemed early pursuant to a Trigger Redemption, the interest due on the relevant Interest Payment Date will be payable but no interest will be payable on any subsequent Interest Payment Date. Return at Maturity If, on any Observation Date, the Index Performance is equal to or greater than 100 per cent., the Securities will be redeemed on the Early Redemption Date and investors will receive 100 per cent. of the principal amount. If the Securities have not been redeemed on the Early Redemption Date, the Securities will be redeemed in March 2013 and investors will receive either (i) if the Index Performance on the final Observation Date is equal to or above 60 per cent., 100 per cent. of the principal amount or (ii) if the Index Performance on the final Observation Date is less than 60 per cent., a return calculated as the principal amount multiplied by that Index Performance. 4

5 Index Performance The Index Performance is calculated as the official closing level of the Index on the relevant Observation Date divided by the official closing level of the Index on the Initial Setting Date. Early Redemption Date means the relevant Interest Payment Date. Initial Setting Date means 5 March Interest Payment Date means three business days following each Observation Date. Observation Date means 5 March in each year from, and including, 5 March 2009 to, and including, 5 March 2013 (5 Observation Dates in total). Please note that the full terms and conditions included in the Securities Note contain provisions dealing with non-business days, disruptions and adjustments that may affect the Index and the Index level and the timing of calculations and payments under the Securities. The terms and conditions of the Securities are set out in full in the Securities Note relating to the Securities which is available at the offices of the Paying Agents. The Offer Deutsche Bank SA/NV ( Deutsche Bank ) has agreed to purchase from the Dealer, and the Dealer has agreed to sell to Deutsche Bank, some or all of the Securities. Deutsche Bank has informed the Issuer that it contemplates offering, in its own name, Securities to the public in Belgium. Neither the Issuer nor the Dealer has any responsibility for such offers. The offer period will be from 4 February 2008 to 29 February The offer period may be discontinued at any time. The maximum nominal amount of the offer is EUR 50,000,000. The price of the offer will be 100 per cent. of the principal amount. In addition Deutsche Bank will charge the purchasers a subscription charge of 1 per cent. of the issue price for each Security purchased. Purchases can be made by submitting a purchase commitment form provided by Deutsche Bank, or otherwise as instructed by Deutsche Bank. Payment for the Securities shall be made to Deutsche Bank on or around 5 March 2008 for delivery of Securities to purchasers accounts on or around 5 March Deutsche Bank reserves the right to cancel the offer if Deutsche Bank assesses, at its absolute discretion, that any factors render it illegal, impossible or impractical, in whole or part, to complete the offer or that there has been a material adverse change in the market conditions. In case of cancellation, Deutsche Bank will repay the purchase price paid by any purchaser without interest. Risk Factors The terms of the Securities provide that the Interest Amount, the Trigger Redemption Amount and the Final Redemption Amount will be dependent upon the performance of the Index (as defined herein). The Final Redemption amount of each Security will either be its principal amount or a lesser amount depending on the performance of the Index and investors are exposed to the risk of the full loss of principal. The Trigger Redemption Amount of each Security will be its principal amount. The Interest Amount may be zero depending on the performance of the Index and if the Securities are redeemed pursuant to a Trigger Redemption, no Interest Amounts will be payable following such redemption. 5

6 An investment in the Securities is not the same as an investment in any or all of the shares comprised in the Index or an investment which is directly linked to the Index. In particular, investors will not benefit from any dividends. The level of the Index may go down as well as up throughout the term of the Securities. Furthermore, the level of the Index at any specific date may not reflect its prior or future performance. There can be no assurance as to the future performance of the Index. Accordingly, before investing in the Securities, prospective investors should carefully consider whether an investment based on the performance of the Index is suitable for them. The Securities involve complex risks, which include, among other things, share price risks, credit risks, foreign exchange risks, interest rate risks and/or political risks. It is not possible to predict the price at which Securities will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty. Any Securities so purchased may be held or resold or surrendered for cancellation. The secondary market for Securities may be limited. The only way in which a holder can realise value from a Security prior to maturity is to sell it at its then market price in the market, which may be less than the amount initially invested. Fluctuations in the prices of the shares comprised in the Index and in the level of the Index may affect the value of the Securities. Accordingly, an investment in the Securities is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The levels and basis of taxation on the Securities and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor s individual circumstances. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. Before making any investment decision with respect to the Securities, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances. 6

7 PART TWO SECURITIES NOTE Terms defined in the General Conditions have the same meaning herein unless otherwise defined in the Issue Specific Terms. In the event of any inconsistency between the Issue Specific Terms and the General Conditions, the Issue Specific Terms will prevail. 7

8 RISK FACTORS The terms of the Securities provide that the Interest Amount, the Trigger Redemption Amount and the Final Redemption Amount will be dependent upon the performance of the Index (as defined herein). The Final Redemption amount of each Security will either be its principal amount or a lesser amount depending on the performance of the Index and investors are exposed to the risk of the full loss of principal. The Trigger Redemption Amount of each Security will be its principal amount. The Interest Amount may be zero depending on the performance of the Index and if the Securities are redeemed pursuant to a Trigger Redemption, no Interest Amounts will be payable following such redemption An investment in the Securities is not the same as an investment in any or all of the shares comprised in the Index or an investment which is directly linked to the Index. In particular, investors will not benefit from any dividends. The level of the Index may go down as well as up throughout the term of the Securities. Furthermore, the level of the Index at any specific date may not reflect its prior or future performance. There can be no assurance as to the future performance of the Index. Accordingly, before investing in the Securities, prospective investors should carefully consider whether an investment based on the performance of the Index is suitable for them. The Securities involve complex risks, which include, among other things, share price risks, credit risks, foreign exchange risks, interest rate risks and/or political risks. It is not possible to predict the price at which Securities will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty. Any Securities so purchased may be held or resold or surrendered for cancellation. The secondary market for Securities may be limited. The only way in which a holder can realise value from a Security prior to the Maturity Date is to sell it at its then market price in the market which may be less than the amount initially invested. Fluctuations in the prices of the shares comprised in the Index and in the level of the Index may affect the value of the Securities. Accordingly, an investment in Securities is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The level and basis of taxation on the Securities and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor s individual circumstances. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. Before making any investment decision with respect to the Securities, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances. 8

9 ISSUE SPECIFIC TERMS The Securities will be subject to the General Conditions and the following terms (the Issue Specific Terms ): Not Applicable means an item is not applicable in respect of the Securities. Italics in the left column denote a brief explanation of the Issue Specific Terms. Words in italics do not form any part of the Issue Specific Terms. 1 Series Number: NCSI Tranche Number: Not Applicable 3 Specified Currency or Currencies: euro ( EUR ) Aggregate Nominal Amount: (i) Series: Up to EUR 50,000, (ii) Tranche: Not Applicable 5 Issue Price: 100 per cent. of the Aggregate Nominal Amount Specified Denominations: EUR 1,000 7 Issue Date: 5 March Maturity Date: As set out in the Schedule hereto 9 Interest Basis: Interest on the Securities will be payable in accordance with paragraph 11 below. 10 Redemption/Payment Basis: The Securities will be redeemed in accordance with paragraph 12 below. PROVISIONS RELATING TO INTEREST 11 Interest: Interest shall be payable on each Interest Payment Date in accordance with the provisions set out in the Schedule hereto. PROVISIONS RELATING TO REDEMPTION 12 (i) Final Redemption Amount: The Final Redemption Amount in respect of each Security will be determined in accordance with the provisions set out in the Schedule hereto (ii) Trigger Redemption Amount: If a Trigger Redemption Event occurs each Security shall be redeemed at its Trigger Redemption Amount on the Early Redemption Date in accordance with the provisions set out in the Schedule hereto. 13 Early Redemption Amount: Early Redemption Amount(s) payable on redemption for taxation or illegality reasons (General Condition 5(c)) or an event of As set out in the General Conditions 9

10 default (General Condition 9) and/or the method of calculating the same (if required or if different from that set out in the General Conditions): 14 Call Option: Not Applicable 15 Put Option: Not Applicable 16 Settlement Currency: (The currency in which the Final Redemption Amount will be paid) GENERAL PROVISIONS The Specified Currency Form of Securities: Bearer Securities. (i) Temporary or permanent Global Security/Certificate: (ii) Applicable TEFRA exemption: C Rules Permanent Global Security exchangeable for Definitive Securities in the limited circumstances specified in the Permanent Global Security Additional Financial Centre(s) (General Condition 6(h)) or other special provisions relating to payment dates: 19 Talons for future Coupons or Receipts to be attached to Definitive Securities (and dates on which such Talons mature): 20 Details relating to Partly Paid Securities: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Securities and interest due on late payment: London Not Applicable Not Applicable 21 Details relating to Instalment Securities: Not Applicable 22 Stock Exchange(s) to which application will initially be made to list the Securities: (Application may subsequently be made to other stock exchange(s)) Application will be made to the Irish Stock Exchange Entities (other than stock exchanges) to which application for listing and/or approval of the Securities will be made: Not Applicable 24 ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not Applicable 10

11 27 Calculation Agent: Credit Suisse International One Cabot Square London E14 4QJ 28 The Agents appointed in respect of the Securities are: 29 Dealer(s): (The entity which will initially subscribe the Securities) 30 Additional steps that may only be taken following approval by Extraordinary Resolution in accordance with General Condition 10(a)): Fiscal Agent and Paying Agent: The Bank of New York One Canada Square London E14 5AL Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ Not Applicable 31 Additional Provisions: Not Applicable Signed on behalf of the Issuer: By: Duly authorised By: Duly authorised 11

12 SCHEDULE INTEREST, TRIGGER REDEMPTION AND FINAL REDEMPTION AMOUNT INTEREST On each Interest Payment Date the Issuer will pay the Interest Amount in respect of each Security in the Specified Currency for value the relevant Interest Payment Date, where: Interest Amount means, in respect of the Observation Date relating to the relevant Interest Payment Date and in respect of each Security, an amount determined by the Issuer in accordance with the following: (a) (b) if the Index Performance for that Observation Date is equal to or greater than 60 per cent., 8.50 per cent. of the Notional Amount; or if the Index Performance for that Observation Date is less than 60 per cent., zero. Interest Payment Date means, three London and TARGET Business Days following each Observation Date. For the avoidance of doubt, if the Securities are redeemed early pursuant to a Trigger Redemption, the Interest Amount due on the relevant Interest Payment Date will be payable but no Interest Amount will be payable on any subsequent Interest Payment Date. TRIGGER REDEMPTION If a Trigger Event occurs on any Observation Date each Security will be redeemed by payment of the Trigger Redemption Amount on the Early Redemption Date, where: Early Redemption Date means the relevant Interest Payment Date. Trigger Redemption Amount means, in respect of each Security, 100 per cent. of the Notional Amount. Trigger Redemption Event means, in respect of the relevant Observation Date, the Index Performance is equal to or greater than 100 per cent. FINAL REDEMPTION AMOUNT If no Trigger Redemption has occurred, the Final Redemption Amount in respect of each Security shall be an amount determined by the Issuer in accordance with the following: (a) (b) if, in respect of the Final Observation Date, the Index Performance is equal to or greater than 60 per cent., 100 per cent. of the Notional Amount; or if, in respect of the Final Observation Date, the Index Performance is less than 60 per cent., the Notional Amount multiplied by that Index Performance. 1 Definitions The following definitions apply unless the context otherwise requires. 12

13 Banking Day means, in respect of any city, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in such city; Currency Business Day means a day which is a Banking Day in London and a TARGET Business Day; Disrupted Day means any Scheduled Trading Day on which (i) the Sponsor fails to publish the level of the Index, (ii) any Related Exchange fails to open for trading during its regular trading session, or (iii) a Market Disruption Event has occurred; Early Closure means the closure on any Exchange Business Day of any relevant Exchange or Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day; Exchange means, in respect of any securities comprised in the Index, the stock exchange(s) (from time to time) on which, in the determination of the relevant Sponsor for the purposes of the Index, such securities are listed; Exchange Business Day means any Scheduled Trading Day on which the Sponsor publishes the level of the Index and each Related Exchange is open for trading during its regular trading session, notwithstanding in any event any such Related Exchange closing prior to its Scheduled Closing Time; Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Issuer) the ability of market participants in general (i) to effect transactions in, or obtain market values for, any security comprised in the Index on any relevant Exchange or (ii) to effect transactions in, or obtain market values for, futures or options relating to the Index on any relevant Related Exchange; Index means the BEL 20 Index (Bloomberg Code BEL20 <Index>); Index Level means, on any relevant Scheduled Trading Day, the level of the Index determined by the Issuer as at the Valuation Time on such Scheduled Trading Day, as calculated and published by the Sponsor, subject to the provisions of this Schedule; Index Performance means, in respect of an Observation Date, an amount determined by the Issuer in accordance with the following and rounded up to four decimal places; Index Index where: (t) (0) Index (t) means the Index Level on that Observation Date; Index (0) means the Index Level on the Initial Setting Date; Initial Setting Date means, subject as provided in paragraph 2 of this Schedule, 5 March 2008 (or, if that day is not a Scheduled Trading Day, the next following Scheduled Trading Day); Market Disruption Event means the occurrence or existence during the one hour period that ends at the relevant Valuation Time on any Scheduled Trading Day of a Trading Disruption or an Exchange Disruption which in either case the Issuer determines is material or an Early Closure

14 provided that (other than where the Market Disruption Event relates to futures or options contracts relating to the Index) the securities comprised in the Index in respect of which an Early Closure, Exchange Disruption and/or Trading Disruption occurs or exists amount, in the determination of the Issuer, in aggregate to 20 per cent. or more of the level of the Index. For the purpose of determining whether a Market Disruption Event exists at any time in respect of a security included in the Index at any time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event, as determined by the Issuer; Maturity Date means the later of 8 March 2013 and the third Currency Business Day after the final Observation Date; Notional Amount means EUR 1,000; Observation Date means, subject as provided in paragraph 2 of this Schedule, 5 March in each year from, and including, 5 March 2009 to, and including, 5 March 2013 (the Final Observation Date ) (5 Observation Dates in total) or, if any such day is not a Scheduled Trading Day, the next following Scheduled Trading Day; Related Exchange(s) means each exchange or quotation system where trading has a material effect (as determined by the Issuer) on the overall market for futures or options contracts relating to the Index; Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside the regular trading session hours; Scheduled Trading Day means any day on which the Sponsor is scheduled to publish the level of the Index and each Related Exchange is scheduled to be open for trading for its respective regular trading sessions; Settlement Currency means euro; Sponsor means the corporation or other entity as determined by the Issuer that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments if any, related to the Index, and (b) announces (directly or through an agent) the level of the Index on a regular basis during each Scheduled Trading Day failing whom such person acceptable to the Issuer who calculates and announces the Index or any agent or person acting on behalf of such person; Trading Disruption means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i) on any relevant Exchange(s) relating to any security comprised in the Index or (ii) in futures or options contracts relating to the Index on any relevant Related Exchange; and Valuation Time means (i) for the purposes of determining whether a Market Disruption Event has occurred, (a) in respect of any component security, the Scheduled Closing Time on the Exchange in respect of such security, and (b) in respect of any options or futures contracts on such Index, the close of trading on the Related Exchange, and (ii) in all other circumstances, the time with reference to which the Sponsor calculates the closing level of the Index. 2 Non-Business Days, Modification or Discontinuation of an Index, Disrupted Days and Other Adjustments

15 If a day in respect of which an Index Level is to be determined is not a Scheduled Trading Day or is a Disrupted Day for one or more Indices, such day may be deferred, brought forward or, in the case of a Disrupted Day, omitted in respect of either just the affected Indices or all of the Indices, as determined by the Issuer. In the case of a Disrupted Day or if there is a change of sponsor of an Index or an Index is not calculated and published at all or there is a change in the formula or method of calculating an Index, the Issuer may make its own determination of the relevant Index Level or make such adjustment to the calculation of the relevant Index Level or any amount payable under the Securities (which may include the substitution of an Index with a different index or indices irrespective of whether such index or indices are then currently used for the purposes of the calculation of amounts payable under the Securities) as it may, in its discretion, determine to be appropriate. If it determines that it is unable to make such an adjustment, having given not more than 30 nor less than 15 days notice to Securityholders in accordance with the General Conditions, the Issuer may redeem the Securities at their fair market value on such day as the Issuer shall select in its sole and absolute discretion. The Issuer may also make such adjustments if it would be entitled to redeem the Securities under the General Conditions for reasons of an Illegality. Determinations by the Issuer pursuant to this paragraph shall be made in good faith and in a commercially reasonable manner having regard to market practices. 15

16 BEL 20 INDEX General Information as to the methodology, calculation and value of the BEL 20 index (the Index ) at any given point in time is available on the website of NYSE Euronext, (provided that this does not form part of the Securities Note or the terms and conditions of the Securities) and the value of the Index is available on Bloomberg Code BEL20 <Index>. Disclaimer Euronext Brussels SA/NV has all proprietary rights with respect to the BEL 20 Index. In no way Euronext Brussels SA/NV and any direct or indirect affiliates sponsor, endorse or are otherwise involved in the issue and offering of the Securities. Euronext Brussels SA/NV and any direct or indirect affiliates disclaim any liability to any party for any inaccuracy in the data on which the BEL 20 Index is based, for any mistakes, errors, or omissions in the calculation and/or dissemination of the BEL 20 Index, or for the manner in which it is applied in connection with the issue and offering thereof. BEL 20 is a registered trademark of Euronext N.V. or its subsidiaries. 16

17 CLEARING ARRANGEMENTS The Securities will be cleared through Euroclear and Clearstream, Luxembourg. The Common Code and the International Securities Identification Number (ISIN) are set out in the Issue Specific Terms. TAXATION The following summary of certain tax issues that may arise as a result of holding Securities is based on current Belgian and UK tax legislation and is intended only as general information for holders of Securities while in global form, who are resident in Belgium for tax purposes. This description does not deal comprehensively with all tax consequences that may occur for holders of Securities, nor does it cover the specific rules where Securities are held by a partnership or are held as current assets in a business operation. Special tax consequences that are not described below may also apply for certain categories of tax payers, including investment companies, mutual funds and persons who are not resident or domiciled in Belgium. It is recommended that prospective applicants for Securities consult their own tax advisers for information with respect to the special tax consequences that may arise as a result of holding Securities, including the applicability and effect of foreign income tax rules, provisions contained in double taxation treaties and other rules which may be applicable. Taxation of individuals resident in Belgium Individuals who are subject to Belgian Income Tax ( Personenbelasting/Impôt des personnes physiques ) are subject to the following tax treatment with respect to the Securities. Any amount paid by the Issuer in excess of the issuance price of the Securities at the maturity date or at early redemption, is taxable as interest.payments of interest on the Securities made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium (calculated on the interest received after deduction of any non-belgian withholding taxes). The Belgian withholding tax constitutes the final income tax for individuals subject to Belgian Income Tax. This means that they do not have to declare the interest received on the Securities in their personal income tax return, provided that withholding tax was levied on these interest payments. However, if the interest is paid outside Belgium without the intervention of a Belgian paying agent, the interest received (after deduction of any non-belgian withholding tax) must be declared in the personal income tax return and will be taxed at a flat rate of 15 per cent. (plus communal surcharges). Capital gains realised on the sale of the Securities are in principle tax exempt. Capital losses are in principle not tax deductible. Other rules may apply in certain circumstances, in particular when individuals resident in Belgium acquire the Securities for professional purposes or when their transactions with respect to the Securities fall outside the scope of the normal management of their private assets. Tax treatment of Belgian corporations Corporations which are subject to Belgian Corporate Income Tax ( Vennootschapsbelasting/Impôt des sociétés ) are subject to the following tax treatment with respect to the Securities. Payments of interest (as defined above) and capital gains realised on the Securities will be subject to Belgian Corporate Income tax at a rate of per cent. Capital losses are deductible. 17

18 Interest payments on the Securities made through a paying agent in Belgium can under certain circumstances be exempt from withholding tax. Tax treatment of other Belgian legal entities Other legal entities which are subject to Belgian tax on legal entities ( Rechtspersonenbelasting/impôt des personnes morales ) are subject to the following tax treatment with respect to the Securities. Capital gains realised on the Securities are in principle tax exempt. A gain arising on the repurchase or redemption of the Securities by the Issuer is taxable as interest. Payments of interest (as defined above) on the Securities made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium and no further tax on legal entities will be due on the interest. However, if the interest is paid outside Belgium without the intervention of a Belgian paying agent and without the deduction of Belgian withholding tax, the legal entity itself is responsible for the deduction and payment of the 15 per cent. withholding tax. The capital losses are in principle not tax deductible. The EU Savings Directive On 3 June 2003, the Council of the European Union adopted the Council Directive 2003/48/EC regarding the taxation of savings income (hereafter, the "Savings Directive"), which has been implemented in Belgium by the law of 17 May The Savings Directive entered into force on 1 July Under the Directive, Member States are required since 1 July 2005 to provide to the tax authorities of other Member States or the tax authorities of the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands (the Dependent and Associated Territories, each a Dependent and Associated Territory ) details of payments of interest and other similar income paid by a paying agent (within the meaning of the Savings Directive) to (or under certain circumstances, for the benefit of) an individual resident in another Member State or resident in a Dependent and Associated Territory, except that Austria, Belgium and Luxembourg are instead required to impose a withholding system for a transitional period unless the beneficiary of the interest payments elects for the exchange of information. The withholding tax rate is initially 15 per cent., increasing steadily to 20 per cent. and to 35 per cent.. The ending of such transitional period will depend on the conclusion of certain other agreements relating to exchange of information with certain other countries. An individual resident in Belgium will be subject to the provisions of the Savings Directive, if he receives payments of interest (as defined above) from a paying agent (within the meaning of the Savings Directive) established in another EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, the British Virgin Islands, the Cayman Islands, Anguilla or the Turks and Caicos Islands. If the interest received by an individual resident in Belgium has been subject to a tax levied pursuant to the Savings Directive in the country of the paying agent (a Source Tax ), such Source Tax does not discharge the Belgian individual from his/her obligation to declare the interest income in his/her personal income tax return. The Source Tax will be credited against the personal income tax due from the investor. If the Source Tax withheld exceeds the personal 18

19 income tax due, the excessive amount will be reimbursed, provided it amounts to at least EUR Belgian stock exchange tax and tax on repurchase transactions A stock exchange tax ( taks op de beursverrichtingen / taxe sur les opérations de bourse ) will be levied on the purchase and sale of the Securities in Belgium on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is 0.07 per cent. and such stock exchange tax is subject to a maximum of EUR 500 per party and per transaction. The stock exchange tax is due separately from each of the seller and the purchaser, and both payments are to be collected by the professional intermediary. A tax on repurchase transactions ( taks op de reportverrichtingen / taxe sur les reports ) at the rate of per cent. (subject to a maximum of EUR 500 per party and per transaction) will be levied on repurchase transactions entered into or settled in Belgium where a professional intermediary for stock transactions acts for either party. The tax on repurchase transactions will be due from each party to any such transaction. However, the stock exchange tax and the tax on repurchase transactions referred to above will not be payable by exempt persons acting for their own account, including certain Belgian institutional investors, as defined in Articles and 139 of the code of various rights and taxes ( Wetboek diverse rechten en taksen / Code des droits et taxes divers ). Certain UK Tax Issues All payments in respect of the Securities by or on behalf of the Issuer will be subject to any applicable withholding taxes of the United Kingdom. However, as at the date hereof, no such taxes would be applicable. 19

20 SUBSCRIPTION AND SALE Initial Purchase Credit Suisse Securities (Europe) Limited, in its capacity as the Dealer will subscribe for the Securities upon their issuance and will comply with the selling restrictions set out below. The Dealer will sell the Securities to the Distributor. Except as set out in this Securities Note, no action has been or will be taken by the Issuer or the Dealer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. No offers, sales or deliveries of the Securities, or distribution of any offering material relating to the Securities, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and will not impose any obligations on the Issuer Purchase and Offer by Deutsche Bank Deutsche Bank SA/NV ( Deutsche Bank ), a bank supervised by the Belgian Banking, Finance and Insurance Commission ( Commission bancaire, financière et des assurances / Commissie voor het Bank-, Financie- en Assurantiewesen ) ( CBFA ), has agreed to purchase from the Dealer and the Dealer has agreed to sell to Deutsche Bank some or all of the Securities. Deutsche Bank has informed the Issuer that it (as distributor) contemplates offering, in its own name, Securities to the public in Belgium. The main terms of such offering (as from time to time specified, amended or complemented by Deutsche Bank) are set out below The offeror: The Distributor: Deutsche Bank Marnixlaan Avenue Marnix1000 Brussels Belgium Offer period: 4 February February 2008 The offer period may be discontinued at any time Offer price: The Issue Price. In addition to the Offer price purchasers will pay a subscription charge, as set out below. 5.3 Amount of the Offer: The maximum nominal amount of the offer is EUR 50,000,000. The final amount is dependent on the amount in respect of which applications are made Applications: Purchases from Deutsche Bank can be made by submitting a purchase commitment form provided by Deutsche Bank, or otherwise as instructed by Deutsche Bank. Purchasers will be notified by Deutsche Bank of the amount allotted. Dealings may begin on the Issue Date

21 Payment and delivery: Payments for the Securities shall be made to Deutsche Bank by wire transfer on or around 5 March 2008 or by internet payment upon the submission of the purchase commitment form, as instructed by Deutsche Bank. Deutsche Bank estimates that the Securities would be delivered to the purchasers respective book-entry securities accounts on or around 5 March Subscription Charge: Deutsche Bank will charge the purchasers a subscription charge of 1 per cent. of the Issue Price for each Security purchased. 5.3 The Distributor will earn an amount ranging on average between 0% and 4% of the Issue Price; such range is due to potential changes in the market conditions during the Offer period which may influence the price paid for the Securities by the Distributor to the Issuer. Further information on the placement fee may be obtained from the Distributor Right to cancel: Deutsche Bank reserves the right to cancel the offer if it assesses, at its absolute discretion, that any applicable laws, court rulings, decisions by governmental or other authorities or other similar factors render it illegal, impossible or impractical, in whole or part, to complete the offer or that there has been a material adverse change in the market conditions. In case of cancellation, Deutsche Bank will repay the purchase price paid by any purchaser without interest. Liability for the offer: Any offers by Deutsche Bank will be made in its own name and not as an agent of the Issuer or the Dealer and only Deutsche Bank will be liable for the offer in Belgium. Neither the Issuer nor the Dealer accepts any liability for the offer or sale of Securities by Deutsche Bank. Governing law of the offer and jurisdiction: The terms and conditions of Deutsche Bank s offer are governed by Belgian law. Any disputes regarding the offer should be submitted to the jurisdiction of the Belgian courts. Publication of a Supplement: If the Issuer publishes a supplement to this Prospectus pursuant to Article 16 of the Prospectus Directive which relates to the Issuer or the Securities, investors who have already agreed to purchase Securities before the supplement is published shall have the right to withdraw their acceptances by informing the relevant Distributor in writing thereof within 2 working days (or such other longer period as may mandatorily apply in the relevant country) of publication of the supplement. 21

22 United States The terms and conditions of the Securities and the terms on which they are offered and issued will be subject to the provisions of any such supplement. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act The Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. The Dealer has agreed that, except as permitted by applicable law, not to offer, sell or deliver the Securities (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons, and it will be required to send to each other Dealer to which it sells Securities during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Securities within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer or sale of Securities within the United States by the Dealer that is not participating in the offering may violate the registration requirements of the Securities Act. United Kingdom The Dealer has represented and agreed that: (a) it has only communicated or caused to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA )) received by it in connection with the issue or sale of the Securities in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive other than Belgium (each, a Relevant Member State ), the Dealer represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of Securities to the public (within the meaning of that Directive) in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State in circumstances which do not require the publication by the Issuer or the Dealer of a prospectus pursuant to the Prospectus Directive. 22