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