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                            NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE United states
	General Notice
	Investor Suitability
	No investigations
	Potential conflicts of interest
	Risk Factors in relation to the Loan Notes
	Payments on the Notes are dependent on payments on the Loan Notes
	Although the terms and conditions of the Loan Notes provide for the possibility of the Loan Notes being redeemed early at the option of the Loan Notes Issuer (subject to obtaining the prior written consent of FINMA or any successor authority thereto a...
	The Noteholders will have no right to physical delivery of the Loan Notes under the terms of the Notes. Any enforcement of security over the Loan Notes is subject to the transfer restrictions set forth in the terms and conditions of the Loan Notes (th...
	The Maturity Date of the Notes may be extended indefinitely
	No withholding and early redemption for taxation reasons
	Purchase, Exchange or Retirement of Notes: Tender Offers and Exchange Offers
	Modification, waivers and substitution
	Transfer restrictions in Loan Notes
	Payments
	Documents relating to the Issuer and the Programme
		ANNEX 1 OTHER TERMS OR SPECIAL CONDITIONS
		The interest payable in respect of the Notes is linked to interest payments in respect of the Loan Notes. Any event that causes the Loan Notes Issuer not to make all or part of any scheduled interest payments in respect of the Loan Notes, or to delay...
		If the Loan Notes are not subject to any such reductions or delays and subject as provided below, each Note will pay interest on the Note Interest Payment Date that is, or is the Payment Day  immediately following, each Scheduled Loan Notes Interest ...
		Each Note bears interest from (and including) the Note Interest Commencement Date on the basis of the relevant Note Interest Amount calculated in respect of each relevant Note Interest Payment Date. For each Note Interest Payment Date on which a Note...
		Interest will cease to accrue on each Note on the Scheduled Maturity Date unless payment of principal is improperly withheld or refused, in which event interest will continue to accrue (both before and after judgment) on any overdue principal from th...
		“Business Day Convention” means Modified Following Business Day Convention.
		“Interest Calculation Date” means in respect of a Loan Notes Interest Amount, the Loan Notes Interest Payment Date relating thereto or, if later, the later of (i) the date on which the Issuer receives payment of the Loan Notes Interest Amount relatin...
		“Interest Commencement Date” means the Issue Date of the Loan Notes.
		“Loan Notes Conditions” means the detailed terms and conditions of the Loan Notes, set out in the “Terms and Conditions of the Senior Notes, Dated Subordinated Notes and Undated Subordinated Notes” in the Loan Notes Trust Deed, as amended and supplem...
		“Loan Notes Final Terms” means the final terms issued in respect of the Loan Notes. The form of the Loan Notes Final Terms are set out at Appendix A to this Prospectus.
		“Loan Notes Interest Amount” means any interest amount payable in respect of the Loan Notes, including but not limited to scheduled Interest Payments and payments of Arrears of Interest (each as defined in the Loan Notes Conditions), to the extent th...
		“Loan Notes Interest Payment Date” means any date on which a Loan Notes Interest Amount is payable.
		“Loan Notes Issue Date” means the “Issue Date” of the Loan Notes (as defined in the Loan Notes Conditions).
		“Loan Notes Rate of Interest” means the applicable “Rate of Interest” (as defined in the Loan Notes Conditions), being:
		(i) in respect of the period from and including the Loan Notes Issue Date, to but excluding the Scheduled Loan Notes Interest Payment Date falling on 2 October 2023 (the “Loan Notes First Call Date”), 4.25 per cent. per annum fixed rate; and
		(ii) thereafter from and including the Loan Notes First Call Date, 3 month Eurozone interbank offered rate (EURIBOR) plus 3.45 per cent. per annum floating rate.
			“Loan Notes Trust Deed” means the amended and restated trust deed of the Loan Notes Issuer dated  15 May 2012.
		“Note Interest Amount” means, in respect of each Note, its pro rata share of an amount equal to any Loan Notes Interest Amount received by the Issuer in respect of the Interest Calculation Date relating to such Loan Notes Interest Amount.
		“Note Interest Payment Date” means the relevant Interest Calculation Date or, where the Calculation Agent determines that payment of any related Note Interest Amount on such date is not possible or practicable, the Payment Day immediately following s...
		“Scheduled Loan Notes Interest Payment Date” means 2 January, 2 April, 2 July and 2 October of each year from and including the first Note Interest Payment Date to and including the Maturity Date.
		(i) shall only sell or arrange the sale of the relevant Charged Assets on the earlier to occur of (i) the day on which firm bid quotations from at least five dealers have been obtained, or (ii) the day falling 30 days after the date on which the Redem...
		(ii) the Redemption Agent may only purchase the relevant Charged Assets itself if either (i) it provides a firm bid quotation at a time when it has received at least one other firm bid quotation for the purchase of the relevant Charged Assets, or (ii)...
	The last sentence of Condition 3(a) shall be deleted in its entirety and replaced with the following:
		(a) except to the extent assigned by way of security pursuant to (b) below, charge by way of first fixed charge in favour of the Trustee for itself and as trustee for the Enforcement Agent and the Noteholders, the Charged Assets including all sums and...
		(b) assign by way of security in favour of the Trustee for itself and as trustee for the Enforcement Agent and the Noteholders, all of its rights, title and interest in, to and under the Loan Notes (including, without limitation, its rights, title and...
		(c) assign by way of security in favour of the Trustee for itself and as trustee for the Enforcement Agent and the Noteholders, all its rights, title and interest in, to and under the Agency Agreement and the Custodial Services Agreement (including, w...
		(d) assign by way of security in favour of the Trustee for itself and as trustee for the Enforcement Agent and the Noteholders, all its rights, title and interest in, to and under the Loan Notes Purchase Agreement except to the extent included in the ...
		(e) assign by way of security in favour of the Trustee for itself and as trustee for the Enforcement Agent and the Noteholders all its rights, title and interest in, to and under any of its bank accounts in respect of the Notes and the debts represent...
		(f) assigns by way of security in favour of the Trustee for itself and as trustee for the Noteholders all its rights, title and interest in, to and under the Trust Deed insofar as the same relates to the appointment of the Enforcement Agent as the Iss...
		such assignments and charges, together, the "Noteholders' Security".
		such assignments and charges, together, the "Managers' Security".
A16192725 v1.1 Arosa_Zurich Final Terms.pdf
	Arosa_Zurich Final Terms.docx
                        

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