6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-15244

CREDIT SUISSE GROUP AG

(Translation of registrant’s name into English)

Paradeplatz 8, CH 8001 Zurich, Switzerland
(Address of principal executive office)

Commission File Number 001-33434

(Translation of registrant’s name into English)

Paradeplatz 8, CH 8001 Zurich, Switzerland
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Explanatory note

This Report on Form 6-K contains the Exhibits set forth below.

This Report on Form 6-K and Exhibit 99.1 are hereby filed for purposes of the Securities Exchange Act of 1934, as amended, by Credit Suisse Group AG and Credit Suisse AG and incorporated by reference into the Registration Statement on Form F-3 (file no. 333-202913) and the Registration Statements on Form S-8 (file no. 333-101259 and file no. 333-208152).

Exhibit 99.2 is not deemed filed for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any Registration Statement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CREDIT SUISSE GROUP AG and CREDIT SUISSE AG

Date: April 18, 2017

/s/ Christian Schmid

/s/ Susanne Reinhard

Update to the Compensation Report

Zurich, April 18, 2017

As the chairman of the Compensation Committee of the Board of Directors of Credit Suisse Group AG (Compensation Committee), I would like to provide you with this update to the 2016 Compensation Report. Unless this update provides otherwise, the 2016 Compensation Report, and the statements made therein, stand as written, including as regards our discussion of performance targets and their achievement.

Since the publication of the Compensation Report on March 24, 2017, the Chairman of the Board of Directors, Urs Rohner, and I have conducted a thorough engagement with many of Credit Suisse’s shareholders. Feedback on the Group’s strategy and its execution has been supportive. There were, however, some shareholders who expressed reservations relating to the variable compensation granted to the Executive Board.

Decision of the CEO and Executive Board to forego 40% of their variable compensation

In order to address these concerns and to ensure that the Executive Board is able to continue to focus on the successful turnaround of Credit Suisse and the implementation of our strategy, the CEO and the Executive Board have proposed to the Board of Directors that both the 2016 Short-Term Incentive (STI) awards as well as the 2017 Long-Term Incentive (LTI) opportunities, previously proposed to be awarded to them by the Board of Directors, be reduced by 40%¹. This proposal was approved by the Board of Directors.

In light of the current environment and sentiment towards compensation, the Board of Directors understands the decision made by the CEO and the Executive Board. Allow me to reiterate, though, that the Compensation Committee as well as the full Board of Directors were highly satisfied with the performance of the CEO and the Executive Board in 2016. The CEO and Executive Board compensation we had proposed on March 24 reflected the achievement of performance targets we had set for 2016, all of which were in line with the three-year strategic plan announced in October 2015. We also acknowledged the significant restructuring and reorganization efforts undertaken by the Executive Board amid challenging market conditions and related uncertainties. I can therefore only express my deep respect for the decision of the CEO and the Executive Board to forego significant parts of their variable compensation that they were awarded on the basis of achievement of pre-determined performance metrics of our compensation system.

The 40% reduction of STI awards and LTI opportunities will lead to a reduction in the compensation budgets proposed to the annual general meeting (AGM) of Credit Suisse Group as follows:

– In agenda item 4.2.1, the STI compensation for 2016, proposed in the AGM agenda to be CHF 25.99 million, will be reduced to CHF 17.01 million.

– In agenda item 4.2.3, the maximum LTI compensation for 2017 will be reduced from CHF 52 million to CHF 31.2 million.

Overall, the Executive Board compensation will thus be reduced by CHF 29.78 million. Of this total reduction, a CHF 8.98 million reduction for the STI awards will be reflected in the 2016 Executive Board compensation and a CHF 20.8 million reduction for the LTI opportunities will be reflected in the 2017 Executive Board compensation. Total Executive Board compensation for 2016 will therefore amount to CHF 73.06 million.

Overall, the compensation for the CEO Tidjane Thiam as the highest paid executive will be reduced by CHF 4.67 million. Of the total reduction, a CHF 1.67 million decrease for the STI award will be reflected in his 2016 compensation and a CHF 3 million decrease for the LTI opportunity will be reflected in his 2017 Executive Board compensation. The reduced STI amount for Mr. Thiam will therefore be CHF 2.5 million and his total compensation for 2016 will amount to CHF 10.24 million.

The Board of Directors has committed not to exceed these amounts in case of approval of the respective agenda items by Credit Suisse Group shareholders.

No increase in Board compensation

In addition, the Board of Directors has also decided to maintain total Board compensation at the level of 2015 and 2016, with no incremental increase in 2017 as proposed to the AGM. Accordingly, in agenda item 4.1, the maximum Board compensation from the AGM 2017 to the AGM 2018, proposed in the AGM invitation to be CHF 12.5 million, will be reduced to CHF 12 million.

On behalf of the Compensation Committee, I would like to thank you for your ongoing support.

Jean Lanier
Chairman of the Compensation Committee
Member of the Board of Directors
April 2017

¹ Mr. Tim O’Hara left Credit Suisse in 2016. He does not form part of the 40% voluntary reduction in STI compensation for 2016 and is not eligible for the LTI opportunities for 2017.

	CREDIT SUISSE GROUP AG
	Paradeplatz 8 P.O. Box CH-8070 Zurich Switzerland	Tel. +41 844 33 88 44 Fax +41 44 333 88 77 media.relations@credit-suisse.com

Media Release

Board of Directors publishes adjusted compensation proposals for the 2017 Annual General Meeting of Shareholders as well as an update to the Compensation Report

Zurich, April 18, 2017 Following the CEO and Executive Board proposal to voluntarily reduce their variable compensation by 40% and the Board decision not to increase the total Board compensation for 2017, Credit Suisse Group AG hereby publishes an update to the 2016 Compensation Report, which can be found at www.credit-suisse.com/agm.

To implement this update, the Board further adjusted its recommendation and proposals with regard to the compensation related agenda items to be submitted to the 2017 Annual General Meeting of Shareholders on April 28, 2017 as follows:

1.2 Consultative Vote on the 2016 Compensation Report

Recommendation of the Board of Directors

The Board of Directors recommends that the 2016 Compensation Report, as updated, be accepted.

4.1 Approval of the Compensation of the Board of Directors

Proposal of the Board of Directors

The Board of Directors proposes approving a maximum amount of compensation of the Board of Directors of CHF 12.0 million (instead of the originally proposed CHF 12.5 million) for the period from the 2017 Annual General Meeting of Shareholders to the 2018 Annual General Meeting of Shareholders.

4.2.1 Short-Term Variable Incentive Compensation (STI)

Proposal of the Board of Directors

The Board of Directors proposes approving the aggregate amount of CHF 17.01 million (instead of the originally proposed CHF 25.99 million), comprising the short-term variable incentive compensation of the Executive Board for the 2016 financial year.

4.2.3 Long-Term Variable Incentive Compensation (LTI)

Proposal of the Board of Directors

The Board of Directors proposes approving the maximum amount of CHF 31.2 million (instead of the originally proposed CHF 52.0 million), comprising the long-term variable compensation of the Executive Board for the 2017 financial year.

All other proposals of the Board of Directors remain unchanged.

	Media Release
	April 18, 2017 Page 2/3

Administrative Note on Power of Attorney and Instructions to the Independent Proxy

Due to the nature of the update, shareholders who have already issued electronic instructions to the independent proxy can change their instructions electronically via the web service https://gvmanager.ch until Tuesday, April 25, 2017.

Shareholders who have already issued instructions to the independent proxy in writing using the Instructions / Proxy Card can change their instructions by requesting a new form from Credit Suisse Group AG, Share Register, P.O. Box, 8070 Zurich, Switzerland, share.register@credit-suisse.com, +41 44 332 02 02.

Any changes to instructions issued to the independent proxy may be submitted until Tuesday, April 25, 2017.

If a shareholder issues instructions both electronically and in writing, the latest issued instruction applies.

Shareholders who have already issued instructions and do not wish to change them do not need to do anything. Their respective instructions to the independent proxy are deemed to also be valid for the updated recommendation and proposals.

Information

Christoph Meier, Media Relations Credit Suisse AG, telephone +41 844 33 88 44, media.relations@credit-suisse.com

Adam Gishen, Investor Relations Credit Suisse AG, telephone +41 44 333 71 49, investor.relations@credit-suisse.com

Credit Suisse AG

Credit Suisse AG is one of the world's leading financial services providers and is part of the Credit Suisse group of companies (referred to here as 'Credit Suisse'). As an integrated bank, Credit Suisse offers clients its combined expertise in the areas of private banking, investment banking and asset management. Credit Suisse provides advisory services, comprehensive solutions and innovative products to companies, institutional clients and high-net-worth private clients globally, as well as to retail clients in Switzerland. Credit Suisse is headquartered in Zurich and operates in about 50 countries worldwide. The group employs approximately 47,170 people. The registered shares (CSGN) of Credit Suisse's parent company, Credit Suisse Group AG, are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.

Cautionary statement regarding forward-looking information

This media release contains statements that constitute forward-looking statements. In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following:

–	our plans, objectives or goals;

–	our future economic performance or prospects;

–	the potential effect on our future performance of certain contingencies; and

–	assumptions underlying any such statements.

Words such as “believes,” “anticipates,” “expects,” “intends” and “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements except as may be required by applicable securities laws.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include:

–	the ability to maintain sufficient liquidity and access capital markets;

–	market volatility and interest rate fluctuations and developments affecting interest rate levels;

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	April 18, 2017 Page 3/3

–	the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular the risk of continued slow economic recovery or downturn in the US or other developed countries or in emerging markets in 2017 and beyond;

–	the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets;

–	adverse rating actions by credit rating agencies in respect of us, sovereign issuers, structured credit products or other credit-related exposures;

–	the ability to achieve our strategic objectives, including cost efficiency, net new asset, pre-tax income/(loss), capital ratios and return on regulatory capital, leverage exposure threshold, risk-weighted assets threshold and other targets and ambitions;

–	the ability of counterparties to meet their obligations to us;

–	the effects of, and changes in, fiscal, monetary, exchange rate, trade and tax policies, as well as currency fluctuations;

–	political and social developments, including war, civil unrest or terrorist activity;

–	the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;

–	operational factors such as systems failure, human error, or the failure to implement procedures properly;

–	the risk of cyberattacks on our business or operations;

–	actions taken by regulators with respect to our business and practices and possible resulting changes to our business organization, practices and policies in countries in which we conduct our operations;

–	the effects of changes in laws, regulations or accounting policies or practices in countries in which we conduct our operations;

–	the potential effects of proposed changes in our legal entity structure;

–	competition or changes in our competitive position in geographic and business areas in which we conduct our operations;

–	the ability to retain and recruit qualified personnel;

–	the ability to maintain our reputation and promote our brand;

–	the ability to increase market share and control expenses;

–	technological changes;

–	the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;

–	acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets;

–	the adverse resolution of litigation, regulatory proceedings and other contingencies; and

–	other unforeseen or unexpected events and our success at managing these and the risks involved in the foregoing.

We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, including the information set forth in “Risk factors” in I – Information on the company in our Annual Report 2016.