S-8

As filed with the Securities and Exchange Commission on May 10, 2017

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CREDIT SUISSE GROUP AG

(Exact Name of Registrant as Specified in Its Charter)

Canton of Zurich, Switzerland
(State or Other Jurisdiction of
Incorporation or Organization) 98-0215385
(I.R.S. Employer
Identification No.)

Paradeplatz 8

CH 8001 Zurich, Switzerland

+41 44 212 1616

(Address and telephone number of Registrant’s principal executive offices)

2017 Rights Offering

(Full Title of the Plan)

Lawrence Young

General Counsel
Credit Suisse (USA), Inc.

Eleven Madison Avenue

New York, NY 10010

(212) 325-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Romeo Cerutti

General Counsel

Credit Suisse Group AG

Paradeplatz 8

CH 8001 Zurich, Switzerland

+41 44 212 1616

René Bösch
Homburger AG

Prime Tower
Hardstrasse 201
CH 8005 Zurich, Switzerland
+ 41 43 222 10 00

David I. Gottlieb
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

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CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Pre-emptive subscription rights (“Rights”)	Up to 27,606,709 Rights(1)	$0.70(2)	$19,287,797.90	$2,235.46
Shares, CHF 0.04 nominal value per share (“Shares”)	Up to 5,019,402 Shares(3)	$10.94 (4)	$54,890,179.83	$6,361.77
Total	N/A	N/A	$74,177,977.73	$8,597.23

(1) Represents Rights issuable pursuant to a rights offering (the “Rights Offering”), in which any Credit Suisse Group AG (“CSG”) shareholder as of May 22, 2017 will receive Rights to subscribe for new Shares with a nominal value of CHF 0.04.

(2) The registration fee for the Rights registered hereby has been calculated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, and was computed on the basis of a share price of 0.69 Swiss Francs converted to U.S. dollars at the rate of 0.9876 Swiss Francs per U.S. dollar, which was the buying rate for Swiss Francs reported for May 5, 2017 as certified by the Federal Reserve Bank of New York.

(3) Represents Shares underlying the Rights that will be issued pursuant to the Rights Offering. Eligible holders of Rights will be entitled to subscribe for the Shares in the ratio of two (2) Offered Shares for every eleven (11) Rights held at the CHF 10.80 Offer Price.

(4) The registration fee for the Shares registered hereby has been calculated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, and was computed on the basis of a share price of 10.80 Swiss Francs converted to U.S. dollars at the rate of 0.9876 Swiss Francs per U.S. dollar, which was the buying rate for Swiss Francs reported for May 5, 2017 as certified by the Federal Reserve Bank of New York.

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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I of Form S-8 to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant filed its annual report on Form 20-F for the fiscal year ended December 31, 2016, which CSG refers to as the “2016 Annual Report” with the Securities and Exchange Commission (“SEC”) on March 24, 2017. The Registrant further incorporates by reference its current reports on Form 6-K dated:

· January 18, 2017

· February 14, 2017 (containing the Credit Suisse Earnings Release 4Q16)

· March 24, 2017 (containing the Media Release entitled “Credit Suisse publishes its Annual Report 2016 and Agenda for the Annual General Meeting of Shareholders on April 28, 2017”)

· March 24, 2017, as amended (containing the Revised Earnings Release 4Q16)

· April 5, 2017

· April 14, 2017

· April 18, 2017

· April 26, 2017 (containing the Credit Suisse Earnings Release 1Q17)

· April 26, 2017 (containing the Media Release entitled “The Board of Directors of Credit Suisse Group AG propose a share capital increase”)

· April 28, 2017

· May 4, 2017 (containing the Credit Suisse Financial Report 1Q17)

in each case, only to the extent that such report expressly states that such report, or portions thereof, are incorporated by reference into the registration statement of the Registrant filed on Form F-3 (file no. 333-202913).

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than portions of those documents furnished or otherwise not deemed to be filed), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. The Registrant’s reports on Form 6-K filed with the SEC after the date of this registration statement are incorporated by reference in this registration statement only to the extent that the reports expressly state such reports are filed (and not furnished) with the SEC.

Item 4. Description of Securities.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under Swiss law, directors and senior officers acting in violation of their statutory duties—whether dealing with third parties or performing any other acts on behalf of the corporation—may become liable to the corporation, its shareholders and (in bankruptcy) its creditors for damages. The directors’ liability is joint and several but only to the extent the damage is attributable to each director based on willful or negligent violation of duty. If the board of directors lawfully delegated the power to carry out day-to-day management to a different corporate body, e.g., the executive board, the board of directors is not vicariously liable for the acts of the members of the executive board. Instead, the directors can be held liable for their failure to properly select, instruct or supervise the executive board members. If directors and officers enter into a transaction on behalf of the corporation with third parties in violation of their statutory duties, the transaction is nevertheless valid as long as it is not excluded by the corporation’s business purpose.

Because CSG is a Swiss company headquartered in Switzerland, a number of the directors and officers of CSG are residents of Switzerland and not the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to:

· serve legal process on CSG or its directors and executive officers or have any of them appear in a U.S. court; and

· enforce against those persons in Switzerland, whether in original actions or in actions for enforcement of judgments of U.S. courts, liabilities based solely on the federal securities laws of the United States.

The Articles of Association of CSG does not contain provisions regarding the indemnification of directors and officers.

According to Swiss statutory law, an employee has a right to be indemnified by the employer against losses and expenses incurred by him or her in the execution of his or her duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

It is CSG’s policy to indemnify its current or former directors and/or employees against certain losses and expenses in respect of service as a director or employee of CSG, as the case may be, one of its affiliates or another entity, which CSG has approved, subject to specific conditions or exclusions. CSG maintains directors’ and officers’ insurance for its directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index attached hereto.

Item 9. Undertakings.

(a)       The undersigned registrant hereby undertakes:

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(1)        to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)        that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)        to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

5

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on May 10, 2017. 

 

CREDIT SUISSE GROUP AG

By /s/ Tidjane Thiam

Name: Tidjane Thiam

Title: Chief Executive Officer

By /s/ David Mathers

Name: David Mathers

Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints David Mathers, Romeo Cerutti, Peter Goerke and David Wong jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the following capacities on May 10, 2017.

Signatures	Title
/s/ Tidjane Thiam	Chief Executive Officer
Tidjane Thiam	(Principal Executive Officer)
/s/ David Mathers	Chief Financial Officer
David Mathers	(Principal Accounting Officer)

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/s/ Urs Rohner	Chairman of the Board of Directors
Urs Rohner
/s/ Richard E. Thornburgh	Vice Chair of the Board of Directors
Richard E. Thornburgh
/s/ Iris Bohnet	Director
Iris Bohnet
/s/ Andreas Gottschling	Director
Andreas Gottschling
/s/ Alexander Gut	Director
Alexander Gut
/s/ Andreas N. Koopmann	Director
Andreas N. Koopmann
/s/ Seraina (Maag) Macia	Director
Seraina (Maag) Macia
/s/ Kai S. Nargolwala	Director
Kai S. Nargolwala
/s/ Joaquin J. Ribeiro	Director
Joaquin J. Ribeiro
/s/ Severin Schwan	Director
Severin Schwan
/s/ John Tiner	Director
John Tiner
/s/ Alexandre Zeller	Director
Alexandre Zeller

7

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following person in the following capacity on May 10, 2017.

CREDIT SUISSE (USA), INC.

By /s/ Lawrence Young          Authorized Representative in the United States

Name: Lawrence Young

Title: General Counsel

8

EXHIBIT INDEX

Exhibit Number	Description of Document	Method of filing
4.1	Invitation to the Extraordinary General Meeting of Shareholders of Credit Suisse Group AG	Filed herewith
5.1	Opinion of Homburger with respect to the legality of the securities being registered	Filed herewith
15.1	Letter of KPMG AG concerning unaudited interim financial statements of Credit Suisse Group AG	Filed herewith
23.1	Consent of KPMG AG	Filed herewith
23.2	Consent of Homburger	Included in exhibit 5.1 filed herewith
24.1	Power of Attorney	Included herein

9

EX-4.1

Exhibit 4.1

 

To the Shareholders of
Credit Suisse Group AG
Invitation to the

Extraordinary General Meeting of Shareholders

Thursday, May 18, 2017, 10:30 a.m.
(Doors open at 09:30 a.m.)

Halle 622, Therese-Giehse-Strasse 10,

8050 Zürich-Oerlikon

Proposal and Explanations of the Board of Directors

Ordinary Share Capital Increase with Preemptive Rights

A Proposal of the Board of Directors

1. Increase of the share capital by up to CHF 16’181’071.76 through the issue of up to 404’526’794 fully paid-in registered shares with a par value of CHF 0.04 each at an issue price (Ausgabebetrag) of CHF 0.04 each.

2. The shares to be issued will be entitled to dividends as of the registration of the share capital increase in the commercial register.

3. The shares to be issued will have no preferential rights.

4. The contributions for the shares to be issued will be made in cash.

5. The shares to be issued will be subject to the transfer restrictions set out in article 4 of the Articles of Association.

6. The shareholders’ subscription rights with respect to the shares to be issued will be granted directly or indirectly (subject to certain restrictions under local laws applicable to shareholders). 11 subscription rights entitle the subscription of 2 new shares at the subscription price (Bezugspreis) of CHF 10.80 per share. The subscription rights shall be tradeable. The Board of Directors shall determine the further modalities for the exercise of the subscription rights. Unexercised subscription rights or registered shares for which subscription rights have been granted but not exercised shall be sold at market conditions or used otherwise in the interest of the Company.

7. Precondition for the exercise of contractually acquired subscription rights: The transfer restrictions set out in article 4 of the Articles of Association apply.

B Explanations of the Board of Directors

The ordinary capital increase, if accepted by the Extraordinary General Meeting of Shareholders, will be executed by way of a rights issue and will lead to the issuance of up to 404’526’794 registered shares with a nominal value of CHF 0.04 each (the «Offered Shares») on or around June 7, 2017. The maximum amount of new shares assumes that all Credit Suisse Group AG («CSG») shares issuable pursuant to the scrip dividend decision of, and corresponding increase of CSG’s authorized capital to 135 million CSG shares by, the general meeting of shareholders of April 28, 2017, will be subscribed by our shareholders since these CSG shares are entitled to participate in the rights issue (see below). If less than all such shares are subscribed and issued, the maximum amount of new shares will be reduced accordingly. The Board of Directors will determine such actual amount of the capital increase and the actual number of new shares to be issued in the rights issue on May 19, 2017, after the end of the election period for the scrip dividend and taking into account the number of shares issued in the Distribution (as defined below).

The subscription rights of the existing shareholders relating to the issuance of the Offered Shares will be granted by allotting to existing shareholders one subscription right (each, a «Right») for each existing share held after the close of trading on the SIX Swiss Exchange AG on May 22, 2017. The Rights are expected to be traded on the SIX Swiss Exchange AG. Eligible holders of Rights will be entitled to purchase the Offered Shares at the ratio of 2 Offered Shares for every 11 Rights held at the subscription price (Bezugspreis) of CHF 10.80 per Offered Share, all subject to the terms and conditions to be set forth in a listing and offering prospectus.

Subject to the approval by the shareholders of the increase of the Company’s authorized capital and the distribution payable out of capital contribution reserves (the «Distribution») as proposed by the Board of Directors at the annual general meeting of April 28, 2017, shareholders who elect to receive the Distribution in the form of a scrip dividend (if permitted under applicable local laws), will also be entitled, and will be allotted (if permitted under applicable local laws), one Right per additional share so received in the Distribution. On May 19, 2017, after the end of the election period for the scrip dividend, the Board of Directors will determine the actual amount of the capital increase and the actual number of new shares to be issued in the rights issue taking into account the number of shares issued in the Distribution.

On April 25, 2017, Credit Suisse Group AG entered into an underwriting agreement with a banking syndicate. Pursuant to this agreement, the banking syndicate is underwriting the Offered Shares (under customary conditions and excluding the Offered Shares from the exercise of Rights allotted on CSG shares received as Distribution) and has agreed to manage the rights issue and the offering of the Offered Shares if the ordinary capital increase pursuant to this agenda is accepted by the Extraordinary General Meeting of Shareholders. The net proceeds of this rights issue (excluding the Offered Shares from the exercise of Rights allotted on CSG shares received as Distribution) are expected to amount to approximately CHF 4 billion.

    CREDIT SUISSE GROUP AG Paradeplatz 8 P.O. Box 8070 Zurich Switzerland Tel. +41 44 212 1616 Fax +41 44 333 7515 www.credit-suisse.com  

EX-5.1

EXHIBIT 5.1

To: Credit Suisse Group AG Paradeplatz 8 P.O. Box 1 8070 Zurich Switzerland	Homburger AG Prime Tower Hardstrasse 201 | CH–8005 Zurich P.O. Box 314 | CH–8037 Zurich T +41 43 222 10 00 F +41 43 222 15 00 lawyers@homburger.ch
May 10, 2017 | GEF | LEB | APH 326985|7816843_8

Registration Statement on Form S-8

Ladies and Gentlemen

We, Homburger AG, have acted as special Swiss counsel to Credit Suisse Group AG (the Company) in connection with the registration statement on Form S-8, being filed with the United States Securities and Exchange Commission (SEC) on or about May 10, 2017 (the Registration Statement), and relating to the registration, subject to the capital increase being effected, (i) of a maximum of 5,019,402 newly issued registered shares of CHF 0.04 nominal value each of the Company (the Shares), issued in connection with an offering (the Offering) of up to 404,526,794 Shares (the Offered Shares), in which the existing shareholders will receive rights (Bezugsrechte, the Rights) to subscribe for the Offered Shares on a pro rata basis, subject to certain limitations based on applicable securities laws, and (ii) of up to 27,606,709 Rights. As such counsel, we have been requested to give our opinion as to certain legal matters relating to the filing of the Registration Statement.

I. Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law or established case law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents (including, in the case of the Registration Statement, any document incorporated by reference therein or exhibited thereto) or any other matter.

For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents. We express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

2/5

For purposes of this opinion, we have only examined the following documents (collectively, the Documents):

(i) an electronic copy dated May 10, 2017 of the articles of incorporation of the Company in their version of April 28, 2017, certified by the Commercial Register of the Canton of Zurich to be up-to-date as of May 10, 2017 (the Articles);

(ii) an electronic copy of the resolutions of the board of directors of the Company dated April 25, 2017, inter alia, authorizing the Offering (the Board Offering Resolutions);

(iii) an electronic copy of the resolutions of the board of directors of the Company dated April 25, 2017, authorizing the preparation and filing with the SEC of the Registration Statement (the Board Filing Resolution and, together with the Board Offering Resolutions, the Board Resolutions);

(iv) an electronic copy of a certified excerpt from the Commercial Register of the Canton of Zurich dated May 10, 2017 relating to the Company (the Excerpt);

(v) An electronic copy of the Organizational Guidelines and Regulations of the Company and Credit Suisse AG in their version of February 9, 2017 (the Organizational Regulations);

(vi) an electronic copy of the approval of the Financial Market Supervisory Authority FINMA (FINMA) dated May 3 2017 confirming that it has no objection to execute the Offering (the No Objection Letter); and

(vii) an electronic copy of the Registration Statement.

No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.

3/5

II. Assumptions

In rendering the opinion below, we have assumed the following:

(a) all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;

(b) all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents;

(c) except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate;

(d) to the extent relevant for purposes of this opinion and without prejudice to the opinion set forth in Section III.2., the filing of the Registration Statement is in compliance with all matters of legality under any law other than the laws of Switzerland and will not be illegal by virtue of the laws of such jurisdiction;

(e) all authorizations, consents, approvals, licenses, exemptions and other requirements, other than those required under mandatory Swiss law applicable to the Company or the Articles, for the legality, validity and enforceability of the Offering and the filing of the Registration Statement have been duly obtained prior to the Offering and the filing of the Registration Statement are and will remain in full force and effect, and any related conditions to which the authorizations, consents, approvals, licenses, exemptions and other requirements are subject have been satisfied;

(f) the Excerpt is correct, complete and up-to-date, and the Articles, and Organizational Regulations are in full force and effect and have not been amended;

(g) the Board Resolutions (i) have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, (ii) have not been rescinded or amended, and (iii) are in full force and effect;

(h) the extraordinary general meeting of shareholders of the Company on May 18, 2017 (the EGM) will duly resolve in a meeting duly convened on the ordinary capital increase in the form of a public deed; and

(i) the board of directors of the Company will duly resolve in a meeting duly convened on the ascertainments regarding the ordinary capital increase (Feststellungsbeschluss) and the required filings will be made with, and the ordinary capital increase be registered with, the Commercial Register of the Canton of Zurich.

4/5

III. Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly existing under the laws of Switzerland.

2. The filing of the Registration Statement and the registration of the Shares and the Rights thereunder with the SEC has been duly authorized by the Company and does not violate any provision of the Articles or any mandatory provisions of the laws of Switzerland applicable to the Company.

3. When issued in accordance with the ordinary capital increase resolution of the EGM and issued and paid for pursuant to the Offering, the Articles and Swiss corporate law, the Shares will be validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of them being such holders).

4. When issued and delivered pursuant to the Offering, the Articles and Swiss corporate law, the Rights will be validly issued and enforceable against the Company.

IV. Qualifications

The above opinions are subject to the following qualifications:

(a) The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein.

(b) We express no opinion as to any commercial, accounting, calculating, tax, auditing or other non-legal matter.

(c) Any Shares issued will not be fully fungible and will not rank pari passu with the existing and outstanding Shares until such Shares have been duly entered into the Main Register (Hauptregister) maintained by the SIX SIS AG and all other steps have been taken in order for such Shares to constitute intermediated securities (Bucheffekten) in accordance with the Swiss Federal Act on Intermediated Securities.

(d) The exercise of voting rights with respect to the Shares and any rights related to such voting rights will only be possible after the relevant shareholder has been registered in the Company's share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations set forth in, the Articles.

* * *

5/5

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving such consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

This opinion is furnished by us, as special Swiss counsel to Credit Suisse Group AG, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission, or relied upon by any other person.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours,

/s/ Frank Gerhard
Homburger AG

EX-15.1

 

EXHIBIT 15.1

Credit Suisse Group AG

Zurich, Switzerland

Re: Registration Statement filed on Form S-8 on May 10, 2017

With respect to the subject registration statement, we acknowledge our awareness of the incorporation by reference therein of our report dated May 4, 2017 related to our review of interim financial information of Credit Suisse Group AG as of March 31, 2017 and 2016 and for the three-month periods ended March 31, 2017 and 2016.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

KPMG AG

/s/ Nicholas Edmonds	/s/Anthony Anzevino
Nicholas Edmonds	Anthony Anzevino
Licensed Audit Expert	Global Lead Partner

Zurich, Switzerland

May 10, 2017

EX-23.1

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Credit Suisse Group AG

We consent to the use of our reports dated March 24, 2017, with respect to the consolidated balance sheets of Credit Suisse Group AG and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, incorporated herein by reference.

KPMG AG

/s/ Nicholas Edmonds	/s/ Anthony Anzevino
Nicholas Edmonds	Anthony Anzevino
Licensed Audit Expert	Global Lead Partner

Zurich, Switzerland

May 10, 2017