S-8

As filed with the Securities and Exchange Commission on November 14, 2022

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 44 333 1111

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

2022 Rights Offering

(Full Title of the Plan)

Crystal Lalime

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:

Sebastian R. Sperber Cleary Gottlieb Steen & Hamilton LLP 2 London Wall Place London EC2Y 5AU, United Kingdom +44 20 7614 2200 Markus Diethelm General Counsel Credit Suisse Group AG Paradeplatz 8 CH 8001 Zurich, Switzerland +41 44 333 1111 Benjamin K. Leisinger Homburger AG Prime Tower Hardstrasse 201 CH 8005 Zurich, Switzerland + 41 43 222 10 00

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Credit Suisse Group AG (“CSG”) is filing this registration statement on Form S-8 with the Securities and Exchange Commission (“SEC”) to register (i) up to 80,109,440 pre-emptive subscription rights (the “Rights”) issuable pursuant to a rights offering (the “Rights Offering”), in which any CSG shareholder as of November 25, 2022 will receive Rights to subscribe for new shares with a nominal value per share CHF 0.04 and (ii) up to 53,406,294 shares with a nominal value per share CHF 0.04 underlying the Rights that will be issued in the Rights Offering.

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”). Documents containing the information required by Part I of this registration statement will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Annual Report on Form 20-F of CSG for the fiscal year ended December 31, 2021 filed with the SEC on March 10, 2022 (the “2021 Annual Report”) is incorporated in this registration statement by reference, except for the sections of the 2021 Annual Report entitled “VIII – Consolidated Financial Statements – Credit Suisse (Bank)” and “IX – Parent Company Financial Statements – Credit Suisse (Bank)”.

The Registrant further incorporates by reference its current reports on Form 6-K dated:

· January 18, 2022

· January 25, 2022

· February 10, 2022 (containing the Credit Suisse Earnings Release 4Q21)

· March 10, 2022

· March 21, 2022

· March 24, 2022

· March 30, 2022

· April 4, 2022

· April 20, 2022

· April 27, 2022 (containing the Credit Suisse Earnings Release 1Q22)

· April 27, 2022 (containing the Media Release entitled “Credit Suisse Group announces changes to its Executive Board”)

· April 29, 2022

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· May 5, 2022 (containing the Credit Suisse Financial Report 1Q22)

· June 8, 2022

· July 27, 2022 (containing the Credit Suisse Earnings Release 2Q22)

· July 27, 2022 (containing the Media Release entitled “Credit Suisse appoints Ulrich Körner new Group Chief Executive Officer; announces comprehensive strategic review”)

· July 29, 2022 (containing the Credit Suisse Financial Report 2Q22; the information under “Group and Bank differences” and any exhibits thereto or information contained therein which relate exclusively to Credit Suisse AG shall not be incorporated by reference; section of the Credit Suisse Financial Report 2Q22 entitled “II – Treasury, risk, balance sheet and off-balance sheet – Capital management– Bank regulatory disclosures” shall not be incorporated by reference)

· August 22, 2022

· October 7, 2022

· October 27, 2022 (containing the Credit Suisse Earnings Release 3Q22)

· October 27, 2022 (containing the Media Release entitled “The Board of Directors of Credit Suisse Group AG proposes two share capital increases to further strengthen the Group’s capital base and support its new strategic direction”)

· October 27, 2022 (containing the Media Release entitled “Credit Suisse unveils new strategy and transformation plan”)

· October 31, 2022 (containing the Media Release entitled “Credit Suisse Group AG announces the enlargement of the banking syndicate, the expected terms for the rights issue and the final terms of the share placement to qualified investors”)

· November 2, 2022 (containing the Credit Suisse Financial Report 3Q22)

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. 333-238458).

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.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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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:

(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;

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(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.

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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 November 14, 2022.

CREDIT SUISSE GROUP AG
By	/s/ Ulrich Körner
	Name:	Ulrich Körner
	Title:	Chief Executive Officer
By	/s/ Dixit Joshi
	Name:	Dixit Joshi
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Dixit Joshi, Markus Diethelm, Christine Graeff and Gian Marco Martino 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 November 14, 2022.

Signatures	Title
/s/ Ulrich Körner	Chief Executive Officer
Ulrich Körner	(Principal Executive Officer)
/s/ Dixit Joshi	Chief Financial Officer
Dixit Joshi	(Principal Accounting Officer)

/s/ Axel P. Lehmann	Chairman of the Board of Directors
Axel P. Lehmann
/s/ Christian Gellerstad	Vice Chair of the Board of Directors
Christian Gellerstad
/s/ Mirko Bianchi	Director
Mirko Bianchi
/s/ Iris Bohnet	Director
Iris Bohnet
/s/ Clare Brady	Director
Clare Brady
/s/ Keyu Jin	Director
Keyu Jin
/s/ Shan Li	Director
Shan Li
	Director
Seraina Macia
/s/ Blythe Masters	Director
Blythe Masters
/s/ Richard Meddings	Director
Richard Meddings
/s/ Amanda Norton	Director
Amanda Norton
/s/ Ana Paula Pessoa	Director
Ana Paula Pessoa

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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following person in the following capacity on November 14, 2022.

CREDIT SUISSE (USA), INC.
By	/s/ Crystal Lalime		Authorized Representative in the United States
	Name:	Crystal Lalime
	Title:	General Counsel

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 PricewaterhouseCoopers AG concerning unaudited interim financial statements of Credit Suisse Group AG	Filed herewith
23.1	Consent of PricewaterhouseCoopers AG	Filed herewith
23.2	Consent of KPMG AG	Filed herewith
23.3	Consent of Homburger	Included in exhibit 5.1 filed herewith
24.1	Power of Attorney	Included herein
107	Filing Fee Table	Filed herewith

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EX-4.1

Exhibit 4.1

To the Shareholders of Credit Suisse Group AG

Invitation to the Extraordinary General Meeting of Shareholders

Note: Based on Ordinance 3 regarding Measures on Combatting the Coronavirus (COVID-19), this event will be held without personal attendance of shareholders.

Wednesday, November 23, 2022, 10:30 a.m.

Credit Suisse, Paradeplatz 8, 8001 Zurich

These materials are not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa, Japan or any other jurisdiction in which it would be unlawful to receive or view these materials.

These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.

Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

Notice regarding the Extraordinary General Meeting of November 23, 2022

Dear Shareholders

On October 27, 2022 Credit Suisse Group AG (the “Company”) announced a new strategy and transformation plan for the Credit Suisse group (the “Group”).

In order to further strengthen the Group’s capital base and to support its strategic transformation, the Board of Directors proposes to the shareholders an increase in share capital to be carried out through two capital increases with expected aggregate gross proceeds of approximately CHF 4 billion as follows:

· an ordinary capital increase by way of a private placement of up to 462,041,884 newly issued registered shares with a par value of CHF 0.04 each to a number of qualified investors (cf. agenda item 1 below conditional resolution); and

· an ordinary capital increase by way of a rights offering of up to 1,767,165,146 newly issued registered shares with a par value of CHF 0.04 each to existing shareholders, provided that the total number of shares to be issued in both capital increases shall not exceed 1,767,165,146 new shares (cf. agenda item 2 below).

More detailed information on the proposed capital increases can be found in the shareholder information made available on our website at credit-suisse.com/egm.

This Extraordinary General Meeting will be held in accordance with Ordinance 3 of the Swiss Federal Council regarding measures on combatting the Coronavirus without the personal attendance of shareholders.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

We thank you for your understanding. Shareholders shall be represented exclusively by the independent proxy. All information and results will be published on our website at credit-suisse.com/egm.

This document is provided to you subject to important disclaimers relating to public offers of securities, financial promotions and securities laws in general. See pages 12 and 13 of this document.

Yours sincerely

Zurich, November 1, 2022	For the Board of Directors
	Axel P. Lehmann
	Chairman

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

Agenda

1. Ordinary Share Capital Increase without Preemptive Subscription Rights (Conditional Resolution) 5

2. Ordinary Share Capital Increase with Preemptive Subscription Rights 7

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

1. Ordinary Share Capital Increase without Preemptive Subscription Rights (Conditional Resolution)

A Proposal of the Board of Directors

The Board of Directors proposes that an ordinary capital increase be resolved in accordance with the following provisions:

1. Increase of the share capital from the current amount of CHF 106,029,908.80 by up to CHF 18,481,675.36 to the new amount of up to CHF 124,511,584.16 through the issuance of up to 462,041,884 fully paid-in registered shares with a par value of CHF 0.04 each at an issue price (Ausgabebetrag) of CHF 0.04 per share. The capital increase must be executed by the Board of Directors to the extent subscribed.

2. The subscription price (Bezugspreis) will be CHF 3.82 per share.

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

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

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

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

7. The shareholders’ preemptive subscription rights will be withdrawn and allocated to the investors or shareholders who have signed an agreement for the subscription and purchase of such shares to be issued.

This resolution is conditional and will only take effect upon the proposal under agenda item 2 also being accepted by the Extraordinary General Meeting of Shareholders.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

B Explanation of the Board of Directors

The Company entered into purchase and subscription agreements with a number of qualified investors (the “Commitment Investors”) pursuant to which the Commitment Investors agreed (under customary conditions) to purchase and subscribe to a total of 462,041,884 registered shares with a par value of CHF 0.04 each without preemptive subscription rights for existing shareholders (the “Non-Preemptive Shares”). The Commitment Investors agreed to purchase these 462,041,884 shares to be newly issued in the capital increase pursuant to agenda item 1 at the subscription price of CHF 3.82 per share. The gross proceeds of this private placement are expected to amount to approximately CHF 1.765 billion.

In addition, the Commitment Investors agreed (i) to exercise any preemptive subscription rights that will be allotted to the Non-Preemptive Shares in connection with the ordinary capital increase proposed by the Board of Directors pursuant to agenda item 2 by way of a rights offering and (ii) not to dispose of the Non-Preemptive Shares at least until the settlement of such rights offering.

In case the Extraordinary General Meeting of Shareholders accepts both the proposal pursuant to agenda item 1 as well as the proposal pursuant to agenda item 2, the ordinary capital increase pursuant to this agenda item 1 is expected to be executed by the Board of Directors on or around November 24, 2022.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of. the People's Republic of China, South Africa or Japan

2. Ordinary Share Capital Increase with Preemptive Subscription Rights

A Proposal of the Board of Directors

The Board of Directors proposes that a further ordinary capital increase be resolved in accordance with the following provisions:

1. Increase of the share capital by up to CHF 70,686,605.84 through the issuance of up to 1,767,165,146 fully paid-in registered shares with a par value of CHF 0.04 each at an issue price (Ausgabebetrag) of CHF 0.04 per share. The capital increase must be executed by the Board of Directors to the extent subscribed.

2. The Board of Directors is authorized to determine the subscription price (Bezugspreis) per share and the subscription ratio.

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

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

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

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

7. The shareholders’ preemptive 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). The preemptive subscription rights shall be tradeable. The Board of Directors shall determine the further modalities for the exercise of the preemptive subscription rights. Unexercised preemptive subscription rights or registered shares for which preemptive subscription rights have been granted but not exercised will be sold at market conditions or used otherwise in the interest of the Company.

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

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

The total number of new shares to be issued under agenda item 1 and agenda item 2 of this Extraordinary General Meeting of Shareholders shall not exceed 1,767,165,146 new shares.

B Explanation of the Board of Directors

The ordinary capital increase pursuant to this agenda item 2, if accepted by the Extraordinary General Meeting of Shareholders, will be executed by way of a rights offering to existing shareholders and lead to the issuance of up to 1,767,165,146 registered shares with a par value of CHF 0.04 each (the “Offered Shares”) on or around December 9, 2022.

The Company intends to raise aggregate gross proceeds of approximately CHF 4 billion from the ordinary capital increases pursuant to agenda item 1 and agenda item 2. Therefore, the number of Offered Shares to be issued depends on the execution of the ordinary capital increase pursuant to agenda item 1.

The Board of Directors will determine the subscription price (Bezugspreis) per share and the subscription ratio based on a reference price of CHF 4.069 per share subject to a discount to the theoretical ex-Rights price (TERP) of approximately 32% depending on the number of shares to be issued. If the Extraordinary General Meeting of Shareholders accepts the proposal pursuant to agenda item 1 and the capital increase pursuant to agenda item 1 is registered with the commercial register to its full extent, it is expected that 889,368,458 Offered Shares at a subscription price (Bezugspreis) of CHF 2.52 per Offered Share will be offered in the Rights offering. If the Extraordinary General Meeting of Shareholders does not accept the proposal pursuant to agenda item 1, it is expected that 1,767,165,146 Offered Shares at a subscription price (Bezugspreis) of CHF 2.27 per Offered Share will be offered in the Rights offering.

The preemptive subscription rights of the existing shareholders (including the Commitment Investors) relating to the issuance of the Offered Shares will be granted by allotting to existing shareholders one preemptive subscription right (each, a “Right”) for each existing share held after close of trading on the SIX Swiss Exchange on November 25, 2022. The Commitment Investors have agreed to exercise all Rights that will be allocated to the Non-Preemptive Shares (subject to approval of the capital increase pursuant to agenda item 1 by the Extraordinary General Meeting of Shareholders).

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

The Rights are expected to be traded on the SIX Swiss Exchange. Eligible holders of Rights will be entitled to purchase the Offered Shares at a subscription ratio and at the final subscription price (Bezugspreis) per Offered Share, each to be determined by the Board of Directors as set forth above, all subject the terms and conditions to be set forth in a prospectus. The final number of Offered Shares, the final subscription price per Offered Share and the subscription ratio will be published by the Company on or around November 24, 2022.

On October 26, 2022, Credit Suisse Group AG entered into an underwriting agreement with a banking syndicate. Pursuant to this agreement, the banking syndicate agreed (under customary conditions) to underwrite the total number of Offered Shares not subscribed by the Commitment Investors and to manage the Rights offering and the offering of the Offered Shares if the ordinary capital increase pursuant to this agenda item 2 is accepted by the Extraordinary General Meeting of Shareholders.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

Comments

Representation by the independent proxy

To grant power of attorney and issue instructions to the independent proxy, shareholders can use the form enclosed with this invitation and send it to Law Office Keller Partnership, Independent Proxy, P.O. Box, 8010 Zurich, by Friday, November 18, 2022. We cannot guarantee that forms will be processed if they arrive at the independent proxy later than November 18, 2022.

Shareholder portal

Alternatively, shareholders may use the shareholder portal at www.gvmanager.ch/csg to grant power of attorney and issue instructions to the independent proxy. Shareholders receive their personal access data together with the invitation to the Extraordinary General Meeting of Shareholders. The shareholder portal will be accessible until November 18, 2022; the access data will expire after this date. Shareholders who previously used the shareholder portal will receive only the access data. If a shareholder issues instructions both via the shareholder portal and in writing, the latest issued instruction applies.

Provisions on the exercise of voting rights

Only shareholders entered in the share register with voting rights as of November 17, 2022, will be entitled to vote. In accordance with Art. 13 para. 1 of the Articles of Association and applicable law, the resolution by the shareholders on agenda item 1 requires the approval of two thirds of the votes represented and the majority of the par value of shares represented at the meeting, and the resolution by the shareholders on agenda item 2 requires the approval of an absolute majority of the votes represented at the meeting.

Abstentions have the same effect as no votes in terms of voting results.

Submission of questions to the attention of the Extraordinary General Meeting

Shareholders wishing to submit questions to the attention of the Extraordinary General Meeting may do so by using the following e-mail address: shareholder.meetings@credit-suisse.com.

Publication of results

The Extraordinary General Meeting will not be broadcast. The results of the Extraordinary General Meeting will be published by media release following the Extraordinary General Meeting and the minutes will be available on credit-suisse.com/egm subsequently thereafter.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

Important note

The purpose of this document is to invite the shareholders of Credit Suisse Group AG to the Extraordinary General Meeting of Shareholders of Credit Suisse Group AG on November 23, 2022. This document is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of Credit Suisse Group AG. This document may qualify as advertisement under the Swiss Federal Act on Financial Services (“FinSA”) but is not a prospectus nor a key information document pursuant to the FinSA, nor does it qualify as a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of Credit Suisse Group AG should be based exclusively on the prospectus published by Credit Suisse Group AG for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from November 25, 2022.

This document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The Securities referred to herein have not been and will not be registered under the Securities Act or the laws of any U.S. state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the Securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only addressed to and directed at persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the “U.K. Prospectus Regulation”). In addition, this document is being distributed to, and is only directed at, qualified investors (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) who fall within Article 49(2) (a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons, together with “qualified investors” within the meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as “relevant persons”). This announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, relevant persons.

The information contained herein does not constitute an offer of securities to the public in any member state of the European Economic Area (the “EEA”) (each a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Member State. This document is only addressed to and is only directed at persons in Member States who are “qualified investors” (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, to gether with any applicable implementing measures in the relevant home Member State under such Regulation, the “Prospectus Regulation”). The information contained herein must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is only available to, and any invitation, offer or agreement to purchase, subscribe or otherwise acquire the same will be engaged in only with, Qualified Investors. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any amendments and relevant delegated regulations thereto.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Credit Suisse Group AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Credit Suisse Group AG assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

Stabilization Legend

Stabilization/ICMA.

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Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan

CREDIT SUISSE GROUP AG

Paradeplatz 8

P.O. Box

8070 Zurich

Switzerland

Tel. +41 44 212 16 16

Fax +41 44 333 75 15

credit-suisse.com

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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   T +41 43 222 10 00 F +41 43 222 15 00 lawyers@homburger.ch

Zurich, November 14, 2022

Registration Statement on Form S-8

Ladies and Gentlemen

We, Homburger AG, have acted as special Swiss counsel to Credit Suisse Group AG, a Swiss corporation (the Company), in connection with the registration statement on Form S-8, being filed with the United States Securities and Exchange Commission (the SEC) on or about November 14, 2022 (the Registration Statement), and relating to the registration, subject to the capital increase being effected, of (i) a maximum of 53,406,294 newly issued shares (Namenaktien) of the Company with a nominal value of CHF 0.04 each (the Relevant Shares), issued in connection with an offering (the Offering) of up to 1,767,165,146 newly issued shares (Namenaktien) of the Company with a nominal value of CHF 0.04 each (the Offered Shares, which term includes the Relevant Shares), in which the holders of the issued and existing shares of the Company with a nominal value of CHF 0.04 each (the Existing Shares) will receive pre-emptive 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 regulations, and (ii) up to 80,109,440 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. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any matter, agreement or other document referred to in any of the Documents (as defined below), 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 that are or may be referred to in the Documents, and 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.

For the purpose of giving this opinion, we have only reviewed the following documents (collectively, the Documents):

(i) an electronic copy of the articles of association (Statuten) of the Company in their version of April 29, 2022, certified by the Commercial Register of the Canton of Zurich to be up-to-date as of October 26, 2022 (the Articles);

(ii) an electronic copy of the resolution of the board of directors of the Company dated October 26, 2022, among other things, authorizing the Offering (the Board Offering Resolution);

(iii) an electronic copy of the resolutions of the board of directors of the Company dated October 26, 2022, 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 November 14, 2022, relating to the Company (the Excerpt);

(v) an electronic copy of the Organizational Guidelines and Regulations of the Company and Credit Suisse AG, valid as of October 20, 2022 (the Organizational Regulations);

(vi) an electronic copy of the approval of the Financial Market Supervisory Authority FINMA dated October 25, 2022, confirming that it has no objection to the execution of 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, our opinion is limited 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.

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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, and any electronic signatures of the Company on any such document have been affixed thereto by the individual to whom such electronic signature belongs and such individual has saved and submitted such document as so electronically signed in such a manner so as to prevent removal or other alteration of such signature;

(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, respectively, and are and will remain in full force and effect, and any related conditions to which such authorizations, consents, approvals, licenses, exemptions and other requirements are subject have been satisfied;

(f) the Excerpt is correct, complete and up-to-date;

(g) the Articles, the Organizational Regulations and the No Objection Letter are in full force and effect and have not been amended;

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

(i) the extraordinary general meeting of shareholders of the Company to be held on November 23, 2022, will duly resolve in a meeting duly convened to authorize the ordinary capital increase with respect to the issuance of the Offered Shares in the form of a public deed; and

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

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 (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.

2. The filing of the Registration Statement and the registration of the Relevant 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 and paid for pursuant to the terms of the Offering, the Articles and Swiss corporate law, the Relevant 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 of the Relevant Shares, by reason only of them being such holders).

4. When issued and delivered pursuant to the terms of 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, based on our independent professional judgment, 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 tax matters, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter.

(c) Any Relevant Shares issued will not be fully fungible and will not rank pari passu with the Existing Shares until such Relevant Shares have been duly entered into the main register (Hauptregister) of SIX SIS AG and all other steps have been taken in order for such Relevant Shares to constitute intermediated securities (Bucheffekten) in accordance with the Swiss Federal Intermediated Securities Act of October 3, 2008, as amended.

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(d) The exercise of voting rights with respect to the Relevant Shares and any rights related to such voting rights will only be possible after the relevant holder of such Relevant Shares 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.

* * *

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 the Company, 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. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being the City of Zurich.

Sincerely yours,

/s/ HOMBURGER AG

HOMBURGER AG

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EX-15.1

Exhibit 15.1

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

November 14, 2022

Commissioners:

We are aware that our reports dated May 5, 2022, July 29, 2022 and November 2, 2022 on our reviews of interim financial information of Credit Suisse Group AG and its subsidiaries (the “Group”), which are included in the Group’s Current Reports on Form 6-K dated May 5, 2022, July 29, 2022 and November 2, 2022 are incorporated by reference in this Registration Statement on Form S-8.

Very truly yours,

/s/ PricewaterhouseCoopers AG

Zurich, Switzerland

November 14, 2022

PricewaterhouseCoopers AG, Birchstrasse 160, Postfach, CH-8050 Zurich, Switzerland

T: +41 58 792 44 00, F: +41 58 792 44 10, www.pwc.ch

PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Credit Suisse Group AG of our report dated March 10, 2022 relating to the financial statements of Credit Suisse Group AG and its subsidiaries (the “Group”) and the Group’s effectiveness of internal control over financial reporting, which appears in Credit Suisse Group AG’s Form 20-F for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers AG

Zurich, Switzerland

November 14, 2022

EX-23.2

EXHIBIT 23.2

  KPMG AG
Financial Services
Badenerstrasse 172
CH-8036 Zurich P.O. Box
CH-8036 Zurich Telephone +41 58 249 31 31
Fax +41 58 249 44 06
www.kpmg.ch

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Credit Suisse Group AG

We consent to the use of our report dated March 25, 2020, included in the Annual Report on Form 20-F of Credit Suisse Group AG for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 10, 2022, with respect to the consolidated statements of operations, comprehensive income, changes in equity, and cash flows of Credit Suisse Group AG and subsidiaries for the year ended December 31, 2019, and the related notes before the adjustments to reflect the change in the composition of reportable segments as presented and described in Note 4 to such financial statements, incorporated herein by reference.

KPMG AG

/s/ Nicholas Edmonds	/s/ Corina Wipfler
Nicholas Edmonds	Corina Wipfler
Partner	Director

Zurich, Switzerland

November 14, 2022

© 2022 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

CREDIT SUISSE GROUP AG

(Exact Name of Registrant as Specified in its
Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered			Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Pre-emptive subscription rights (“Rights”)	Other(1)		80,109,440	(2)	$	0.35	$	28,091,678.19		0.00011020	$	3,095.70
Equity	Shares, CHF 0.04 nominal value per share (“Shares”)	Other(3)		53,406,294	(4)	$	2.52	$	134,840,056.99		0.00011020	$	14,859.37
Total Offering Amounts								$	162,931,735.18			$	17,955.08
Total Fees Previously Paid													–
Total Fee Offsets													–
Net Fee Due												$	17,955.08

(1) 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 (the “Securities Act”), and was computed on the basis of a price of 0.35 Swiss Francs converted to U.S. dollars at the rate of 0.9981 Swiss Francs per U.S. dollar, which was the buying rate for Swiss Francs reported for November 4, 2022 as certified by the Federal Reserve Bank of New York.

(2) Represents up to 80,109,440 Rights issuable pursuant to a rights offering (the “Rights Offering”), in which any Credit Suisse Group AG shareholder as of November 25, 2022 will receive Rights to subscribe for new Shares with a nominal value of CHF 0.04.

(3) The registration fee for the Shares registered hereby has been calculated pursuant to Rule 457(c) and (h) of the Securities Act, and was computed on the basis of a share price of 2.52 Swiss Francs converted to U.S. dollars at the rate of 0.9981 Swiss Francs per U.S. dollar, which was the buying rate for Swiss Francs reported for November 4, 2022 as certified by the Federal Reserve Bank of New York.

(4) Represents the maximum number of Shares that may be issued pursuant to the Rights Offering.