Issuer ratings: AA- / AA- (S&P / Fitch), stable outlook
Expected instrument ratings: A / A (S&P / Fitch)
Instrument: Bail-in bonds in the form of uncertificated securities (einfache Wertrechte). The conversion of the uncertificated securities into a permanent global certificate (Globalurkunde) or into individually certificated securities (Wertpapiere) is excluded.
Status / Subordination: The Bonds constitute direct, unsecured and unconditional obligations of the Issuer, ranking junior to other unsubordinated claims of the Issuer and to deposits of the Issuer in a restructuring proceeding with respect to the Issuer (bail-in bonds).
Title of the Notes: EUR 500m [•] per cent. 8NC7 Fixed-to-Fixed Rate Bail-in Bonds due 2034
Interest: From (and including) the Interest Commencement Date until (but excluding) the Optional Redemption Date: [■] % p.a. From (and including) the Optional Redemption Date until (but excluding) the Maturity Date: Reset Interest Rate, which is the greater of (i) the sum of the Relevant Market Rate and the margin of [■] % p.a. and (ii) zero. Relevant Market Rate: EUR mid-swap rate for a term of one year prevailing at 11:00 a.m. (CEST) on the Bloomberg page "ICAP EUR Swaps" (or its successor page) on the Interest Determination Date, as determined by the Issuer, or, if it cannot be determined in this way, a comparable capital market rate for EUR for a term of one year determined by an independent expert of international repute to be appointed by the Issuer, if necessary with reference to existing capital market rates or reference interest rates. If, in the opinion of the independent expert, a recognized capital market rate or reference interest rate for EUR for a term of one year exists at that time and has become established as the standard, the expert shall base his determination on this capital market rate or reference interest rate for the determination of the Relevant Market Rate. If the Issuer and an independent expert of international repute are unable to determine the Relevant Market Rate on the Interest Determination Date, the Reset Interest Rate will be equal to the existing interest rate. The Interest Determination Date means the fourth T2 Date before the Optional Redemption Date. T2 Date means a day on which all relevant parts of the real-time gross settlement system operated by the Eurosystem or any successor system are operational.
Day Count Fraction: Act/Act ICMA
Business Day Convention (Fixed rate period): Following
Business Days: T2, Zurich
Interest Payment Dates (Fixed rate period): 14 September in each year, commencing on 14-Sep-27
Issue and reoffer price: 100% of the aggregate principal amount of the Bonds
Final Redemption: 100% of the aggregate principal amount of the Bonds
Documentation: In accordance with the Issuer’s bail-in bond issuance programme multi-part base prospectus consisting of the Summary and Securities Note dated 30-Apr-26 and the Registration Document dated 30-Apr-26, as supplemented by the supplement dated 29-Aug-26, pursuant to article 44(2) and article 45 of the FinSA (the Base Prospectus) and final terms.
FINMA measures / Acknowledgment by the Holders of Bonds: In the event of a restructuring proceeding involving the Issuer, FINMA may order all measures to which it is entitled under the then applicable financial market regulations. Such measures may also affect the Bonds:
whether by way of a full or partial reduction of the nominal value of the Bonds (including a write-down to zero),
a conversion of the claims under the Bonds into equity of the Issuer
a transfer of the Bonds to a new legal entity and/or in any other way In a restructuring proceeding, and in compliance with the legal requirements, FINMA may order the merger of the Issuer with other legal entities and/or its conversion into another legal form, also affecting the Bonds. While bail-in is subject to the Swiss Banking Act, including NCWOL protection according to article 30c and 31(3) thereof, Holders of the Bonds also expressly and irrevocably agree, by purchasing Bonds of a Series, to accept the FINMA Measures and their effect on the rights of the Holders under the Bonds as binding on them in full and without limitation even if it should turn out that their position would have been better in a bankruptcy of the Issuer. By purchasing Bonds, they expressly waive the right to bring or in any way assert any claims in this regard against the Issuer, other creditors of the Issuer, FINMA or other legal entities.
Early redemption: The Bonds may be redeemed prior to the Maturity Date at the option of the Issuer in whole, but not in part, at par plus any accrued but unpaid interest thereon on the Optional Redemption Date, subject to a notice period of at least 15 and maximum 60 days. The Issuer shall be entitled, subject to the approval of FINMA if applicable, to redeem the outstanding Bonds, in whole but not in part, upon the occurrence of a Tax Change or a Regulatory Change or following repurchase and cancellation of at least 85% of the original principal amount, subject to a notice period of at least 15 and maximum 30 days.
Issuer substitution: To the extent permitted by applicable financial market regulations, the Issuer may at any time, without the consent of Holders of the Bonds, substitute another legal entity as debtor for the obligations under the Bonds in accordance with Condition 10 of the General Terms and Conditions of the Bonds.
Changes due to adjustment of financial market regulations: If the applicable financial market regulations enable the Issuer to issue bonds qualifying as additional loss-absorbing funds, the regulatory terms of which differ from those of the present Bonds, the Issuer shall be entitled to make corresponding changes in the terms and conditions without the consent of the Holders of the Bonds, after which the Bonds shall still qualify as additional loss-absorbing funds within the meaning of the financial market regulations subject to certain conditions as per Condition 15(b) of the General Terms and Conditions of the Bonds, including a requirement that the interests of the Holders of the Bonds are not materially affected thereby and FINMA has given its consent to such amendments.
No set-off: Claims under the Bonds may not be set off against claims of the Issuer.
Use of proceeds: General corporate purposes
Product Governance: Manufacturer target market (EU MiFID II / UK MiFIR product governance): eligible counterparties and professional clients only (all distribution channels). No EU or UK PRIIPs key information document (KID) / CCI disclosure has been prepared as not available to retail in EEA and UK.
Sales Restrictions: In particular, USA and U.S. persons, Italy and prohibition of sales to retail investors in the EEA and the UK.
Joint Lead Managers: Deutsche Bank, DZ BANK AG, J.P. Morgan, Morgan Stanley, Raiffeisen Schweiz Genossenschaft (no books), UBS Investment Bank (B&D)
Listing: SIX Swiss Exchange
Denomination: EUR 100,000 (and integral multiples thereof)
Primary clearing system and CSD: SIX SIS AG
ISIN / Valor / Common Code: CH1579254470 / 157’925’447 / A common code will be obtained following pricing
Governing law/ Place of J.: Swiss law / St. Gallen