Unassociated Document
   
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
CREDIT SUISSE GROUP AG
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Switzerland
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Credit Suite First Boston (USA) Inc.
Eleven Madison Avenue, New York, New York 10010
(212) 325-2000
 (Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
  
 
x
o
immediately upon filing
on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of Credit Suisse Group AG
250,000,000
$0.05
$12,500,000
 
$1,451.25
*
Each unit represents one American Depositary Share.
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
 
 
 
 
    
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
       
The Prospectus consists of the form of American Depositary Receipt ("Receipt") included as Exhibit A to the Deposit Agreement, as amended by the First Amendment to the Deposit Agreement (each as defined below) and filed herewith as Exhibit (a)(3) and incorporated by reference herein.
  
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Cross Reference
 
Item Number and Caption    
Location in Form of Receipt
Filed Herewith as Prospectus
           
1.
Name and address of depositary
  
Introductory Article
 
           
2.
Title of American Depositary Receipts and identity of deposited securities
  
Face of Receipt, top center
 
           
Terms of Deposit:      
           
  (i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
 
           
  (ii)
The procedure for voting, if any, the deposited securities
  
Articles number 14, 15, 17 and 18
 
           
  (iii)
The collection and distribution of dividends
  
Articles number 6, 13, 14, 17 and 18
           
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Articles number 12, 14, 15, 16, 17 and 18
 
           
  (v)
The sale or exercise of rights
  
Articles number 13, 14, 17 and 18
           
  (vi)    
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles number 13, 14, 16, 17 and 18
 
  (vii)
Amendment, extension or termin­ation of the deposit
  
Articles number 20 and 21
           
  (viii)  
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article number 12
 
           
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles number 2, 4, 6, 8 and 23
 
           
  (x)
Limitation upon the liability of the depositary
  
Articles number 13, 17, 18, 19 and 21
           
3.
Fees and Charges
  
Articles number 9 and 23
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION
 
Public reports furnished by issuer
  
Article number 12
     
Credit Suisse Group AG (the "Company") is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the United States Securities and Exchange Commission (the “Commission”).  These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary.
     
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
  
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement among the Company, Deutsche Bank Trust Company Americas as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-13926 which is incorporated herein by reference.
 
 
(a)(2)
Form of First Amendment to the Deposit Agreement. Previously filed as an Exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-13926 which is incorporated herein by reference.
 
 
(a)(3)
Form of Receipt.  Filed herewith as Exhibit (a)(3).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e)
  
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Credit Suisse Group AG, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 25, 2011.
    
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Credit Suisse Group AG
     
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
       
       
  By: /s/ Chris Konopelko  
  Name: 
Chris Konopelko
  
  Title:
Vice President
  
       
       
 
By:
/s/ James Kelly  
  Name:
James Kelly
  
  Title: Vice President  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Credit Suisse Group AG certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland on May 17, 2011.
  
 
Credit Suisse Group AG
       
       
  By: /s/ Brady W. Dougan  
  Name: 
Brady W. Dougan
  
  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, Rolf Enderli, Gary Gluck, Kim Fox-Moertl, Neil Radey and Andrew Hutcher, 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 pre-effective and post-effective amendments) to this Registration Statement, 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 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 their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on May 17, 2011.
  
Signature
  
Title
     
     
/s/Brady W. Dougan
 
Chief Executive Officer
Brady W. Dougan
    
     
/s/David Mathers
 
Chief Financial Officer
David Mathers
    
     
/s/Urs Rohner
 
Chairman
Urs Rohner
    
     
/s/Peter Brabeck-Letmathe
 
Vice-Chairman
Peter Brabeck-Letmathe
    
     
/s/Jassmin Bin Hamad J.J. Al Thani
  
Director
Jassmin Bin Hamad J. J. Al Thani
    
     
/s/Robert Benmosche
 
Director
Robert Benmosche
    
     
/s/Noreen Doyle
 
Director
Noreen Doyle
    
   
 
 
 
   
     
/s/Walter B. Kielholz
 
Director
Walter B. Kielholz
    
     
/s/Andreas N. Koopmann
 
Director
Andreas N. Koopmann
    
     
/s/Jean Lanier
 
Director
Jean Lanier
    
     
/s/Aziz R. D. Syriani
 
Director
Aziz R. D. Syriani
    
     
/s/David W. Syz
 
Director
David W. Syz
    
     
/s/Richard E. Thornburgh
 
Director
Richard E. Thornburgh
    
     
/s/John Tiner
 
Director
John Tiner
    
     
/s/Anton van Rossum
 
Director
Anton van Rossum
    
     
 
  
Director
Peter F. Weibel
    
     
 
Credit Suisse (USA), Inc.     
       
By:
/s/ Sharon O'Connor
 
Authorized Representative in the United States
Name:  
Title:   
Sharon O'Connor
Assistant Treasurer
   
   
 
 
 
  
INDEX TO EXHIBITS
 
Exhibit Number
    
     
(a)(3)
Form of Receipt
  
     
(d)
Opinion of counsel to the Depositary as to the legality of the securities to be registered.
  
     
(e)
Rule 466 Certification