UBS 20F 2023 Annual report | UBS Filing

High-trigger loss-absorbing additional tier 1 capital

instrument

Exhibit 4.19

Issuer

UBS Group AG

ISIN

US902613BK35 (144A) / USH42097EW38 (Reg S)

Issue Date

12.02.2024

Currency

USD

Nominal (million)

1,000

Interest Rate

7.750%

Maturity Date

perpetual

First Call Date

12.04.2031

Rate subject to change after first call date.

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TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Tier 1 Capital Notes issued by UBS Group

AG are as follows:

DEFINITIONS

Acquiror

has

the

meaning

assigned

such

term

subclause

(e)(iv)

Condition

(

Conversion

Additional

Amounts

has

the

meaning

assigned

such

term

clause

(b)

Condition

(

Taxation

Additional

Tier

Capital

means,

any

time,

any

item

that

qualifies

additional

tier

capital (

zusätzliches Kernkapital

) under National Regulations at such time.

Adjustment

Spread

means,

with

respect

any

Alternative

Benchmark

Rate

determined

accordance

with

the

provisions

clause

(c)

Condition

(

Interest

spread

(which

may

positive

negative),

a formula

or methodology

for

calculating

such

spread,

applied to

such

Alternative Benchmark

Rate in order

to reduce or

eliminate, to the

extent reasonably practicable

the circumstances,

any

economic prejudice

or benefit

(as applicable)

to Holders

as a

result

of the

replacement of the Existing Benchmark Rate with such Alternative Benchmark

Rate.

Affected

Reset

Interest

Period

" has

the meaning

assigned

to such

term in

subclause

(c)(i) of

Condition 5 (

Interest

Agent

Insolvency

Event

has

the

meaning

assigned

such

term

subclause

(c)(ii)

Condition 10 (

Payments; Agents

Agents

" means

the Fiscal

Agent, the

Registrar,

the Calculation

Agent, the

Swiss Paying

Agent

and

any

other

agent

from

time

appointed

pursuant

the

terms

the

Fiscal

Agency

Agreement and the Settlement Agent.

Alternative

Benchmark

Rate

has

the

meaning

assigned

such

term

subclause

(c)(i)

Condition 5 (

Interest

Alternative

Loss

Absorption

Date

has

the

meaning

assigned

such

term

clause

(e)

Condition 7 (

Trigger Event and Viability

Event

Alternative

MMSR

Page

has

the

meaning

assigned

such

term

subclause

(c)(v)(A)

Condition 5 (

Interest

Alternative

Relevant

Time

" has

the meaning

assigned

to such

term in

subclause (c)(v)(A)

Condition 5 (

Interest

Approved

Entity

has

the

meaning

assigned

such

term

subclause

(e)(v)

Condition

(

Conversion

Articles of

Association

" has the

meaning given to

it in clause (f)

of Condition 7

(

Trigger Event

and Viability Event

Auditor

means

the

accounting

firm

(i)

appointed

the

Board

Directors

the

Group

Holding

Company

the

shareholders

the

Group

Holding

Company,

the

case

may

be,

provide,

among

other

things,

audit

and/or

review

opinions

the

Group

Holding

Company's

financial

statements,

and

(ii)

approved

FINMA

accordance

with

the

Financial

Market

Supervisory Act (

Finanzmarktaufsichtsgesetz

) of 22 June 2007, as amended from time to time.

Authorised Signatories

" means any two authorised officers of the Issuer signing jointly.

Balance Sheet

Date

" means

(i) with

respect to

any Ordinary

Publication Date,

the cut-off

date

for

the measurement

the CET1

Ratio

in the

Quarterly Financial

Accounts

published

on such

Ordinary

Publication Date,

and (ii)

with respect

to any

Extraordinary Publication

Date, the

cut-

off

date

for

the

Reviewed

Interim

Measurement

published

upon

the

instruction

FINMA

such Extraordinary Publication Date.

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70-41069139

Bankruptcy

Event

means

any

the

following

events

with

respect

the

Issuer:

(i)

the

adjudication of

bankruptcy (

Konkurseröffnung

) pursuant

to articles 171,

189, 190,

191 or 192

the

DEBA,

(ii)

the

opening

restructuring

proceedings

(

Sanierungsverfahren

)

pursuant

articles 28

to 32

of the

FBA or

pursuant

to any

successor or

analogous Swiss

law or

regulation

applicable

bank

holding

companies

Switzerland

such

UBS

Group

(any

such

proceedings, "

Restructuring

Proceedings

"), and/or

(iii) the

ordering of

liquidation proceedings

(

Liquidation

) pursuant to articles 33

to 37g of the FBA or

pursuant to any successor

or analogous

Swiss law or regulation applicable

to bank holding companies in Switzerland

such as UBS Group

AG;

provided

however

, that

none of

the following

will constitute

a Bankruptcy

Event: (x)

mere

debt collection proceedings (

Betreibungsverfahren

) pursuant to article 38

et seq.

of the DEBA,

(y)

proceedings

in connection

with a

freezing

order

(

Arrestverfahren

) pursuant

to article

271

seq.

of the

DEBA, and/or

(z) the

ordering of

protective measures

(

Schutzmassnahmen

) pursuant

article

the

FBA

pursuant

any

successor

analogous

Swiss

law

regulation

applicable

bank

holding

companies

Switzerland

such

UBS

Group

(any

such

measures, "

Protective

Measures

"), including,

in the

case of

each of

subclauses (x),

(y) and

(z),

any steps (other than any

steps described in clauses (i)

through (iii) of this definition)

taken under

or in connection therewith.

BIS

Regulations

means,

any

time,

the

capital

adequacy

standards

and

guidelines

promulgated

the

Basel

Committee

Banking

Supervision,

implemented

FINMA

Switzerland at such time.

BIS Risk

Weighted

Assets

" means, as

of any Balance Sheet

Date, the aggregate

amount, in the

Presentation

Currency,

risk-weighted

assets

the

Group

such

Balance

Sheet

Date,

determined

the

Group

Holding

Company

pursuant

the

BIS

Regulations

applicable

the

Group

Holding

Company

such

Balance

Sheet

Date,

and

(i)

disclosed

the

Quarterly

Financial Accounts

published on

the relevant

Ordinary Publication

Date or

(ii) may be

disclosed

as a component

of the Reviewed Interim

Measurement published upon

the instruction of FINMA

the

relevant

Extraordinary

Publication

Date,

applicable.

For

the

avoidance

doubt,

the

term "

risk-weighted

assets

" as

used in

this definition

has the

meaning assigned

to such

term in

the BIS Regulations in effect as of the relevant Balance Sheet Date.

Business

Day

means

day

(other

than

Saturday

a Sunday)

on which

commercial

banks

and

foreign

exchange

markets

settle

payments

and

are

open

for

general

business

(including,

without limitation,

dealing in foreign

exchange and foreign

currency deposits)

in (i) for

purposes

the

definitions

of the

terms "Extraordinary

Publication

Date",

"Higher-Trigger

Amount"

and

"Ordinary Publication Date", Zurich, and (ii) otherwise, New York

City and Zurich.

Calculation

Agent

means

UBS

AG,

its

capacity

calculation

agent

for

the

Notes,

and

includes any

successor calculation

agent for the

Notes appointed in

accordance with

the terms of

the Fiscal Agency Agreement.

Calculation Amount

" means USD 1,000.

Capital

Adequacy

Ordinance

" means

the Swiss

Ordinance

concerning Capital

Adequacy and

Risk

Diversification

for

Banks

and

Securities

Firms

June

2012,

amended

from

time

time, or any successor Swiss law or regulation.

Cash Distribution

" means any

dividend or distribution

in respect of the

Ordinary Shares that

paid

made

Shareholders

class

cash

(in

whatever

currency)

and

however

described

and

whether

payable

out

premium

account,

profits,

retained

earnings

any

other

capital

revenue

reserve

account,

and

including

any

cash

distribution

payment

Shareholders

upon or

in connection

with a

reduction of

capital. For

the avoidance

of doubt,

the

term

"Cash

Distribution"

does

not

include

consideration

paid

any

other

payments

made

UBS Group

AG or

any of

its affiliates

in connection

with the

repurchase of

Ordinary Shares

connection with any share buyback programme.

Certificate

" means a Global Certificate and/or a Definitive Certificate, as the case may be.

CET1 Capital

" means, as of

any Balance Sheet Date,

the aggregate amount, in

the Presentation

Currency,

of items

that constitute

common equity

tier 1

capital of

the Group

as of

such Balance

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70-41069139

Sheet Date,

less any

deductions from

common equity

tier 1

capital required

to be

made, in

each

case as determined by the Group Holding Company pursuant to the BIS Regulations

applicable to

the Group Holding

Company as of such

Balance Sheet Date, and

as (i) disclosed in

the Quarterly

Financial Accounts

published on

the relevant

Ordinary Publication

Date or

(ii) may be

disclosed

as a component

of the Reviewed Interim

Measurement published upon

the instruction of FINMA

on the relevant Extraordinary Publication Date, as applicable. For the avoidance of

doubt, the term

common equity

tier 1

capital

" as used in

this definition has the

meaning assigned to

such term

in the BIS Regulations in effect as of the relevant Balance Sheet Date.

CET1 Ratio

" means, as

of any Balance

Sheet Date, the

CET1 Capital as

of such Balance

Sheet

Date,

divided

the

BIS Risk

Weighted

Assets

such

Balance

Sheet

Date,

expressed

as a

percentage, such ratio (or the components thereof) as determined by the Group Holding Company,

and

(i)

disclosed

the

Quarterly

Financial

Accounts

published

the

relevant

Ordinary

Publication

Date

(ii)

constituting

(or

disclosed

in)

the

Reviewed

Interim

Measurement

published

upon

the

instruction

FINMA

the

relevant

Extraordinary

Publication

Date,

applicable.

Clearstream, Luxembourg

" means Clearstream Banking S.A.

"Code"

has the meaning assigned to such term in clause (c) of Condition 11

(

Taxation

"Compliant

Securities"

means

securities

issued

UBS

Group

any

its

subsidiaries

that

have

economic

terms

not

materially

less

favourable

Holder

than

these

Terms

and

Conditions (as reasonably determined by the Issuer), provided that:

(a)

such

securities

(A)

include

terms

that

provide

for

the

same

interest

rate

and

principal

from

time

applying

the

Notes,

(B)

rank

pari

passu

with

the

Notes

and

(C)

preserve any existing rights under these Terms

and Conditions to any accrued and unpaid

interest that has not been satisfied;

(b)

where such securities

are issued by

a subsidiary of

UBS Group AG, UBS

Group AG has

irrevocably

and

unconditionally

guaranteed

the

holders

such

securities,

subordinated

basis

corresponding

mutatis

mutandis

Condition

(

Status

and

Subordination

), the

due

and

punctual

payment

of all

amounts due

and

payable

by such

subsidiary

under,

respect

of,

such

securities

pursuant

article

111

the

Swiss

Code;

(c)

where the

Notes that

have been

substituted or

amended were

listed immediately

prior to

their

substitution

amendment,

such

securities

are

listed

(A)

the

SIX

Swiss

Exchange

(B)

such

other

internationally

recognised

stock

exchange

selected

the

Issuer; and

(d)

where

the

Notes

that

have

been

substituted

amended

were

rated

rating

agency

immediately

prior

such

substitution

amendment,

each

such

rating

agency

has

ascribed,

or announced

its intention

to ascribe

and publish,

an equal

or higher

rating to

such securities.

Contingent

Write-down

" means

the events

described in

clauses (a)

through (c)

of Condition

(

Contingent Write-down

Conversion

has

the

meaning

given

clause

(a)

Condition

(

Conversion

and

"convert" and "converted" shall be construed accordingly.

Conversion

Capital

means

conversion

capital

(

Wandlungskapital

)

within

the

meaning

the

FBA.

Conversion Capital

Availability

Event

" has

the meaning

given to

it in clause

(f) of

Condition

7 (

Trigger Event and Viability

Event

Conversion

Date

" means,

with respect

to any

Conversion, the

Trigger

Event Conversion

Date

or the Viability Event Conversion

Date, as applicable.

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Conversion

Event

means

Trigger

Event

respect

which

the

relevant

Trigger

Event

Notice

Trigger

Event

Conversion

Notice

Viability

Event

that

occurs

after

Conversion Capital Availability

Event.

Conversion

Price

" means

USD 24.60,

subject to

any adjustment

in accordance

with clause

(d)

of Condition 9 (

Conversion

Current Market

Price

" means, in

respect of an Ordinary

Share at a particular

date, the average

the

daily

Volume

Weighted

Average

Price

Ordinary

each

the

five

consecutive dealing days (or,

for the purposes of subclause (d)(i)(D) of Condition 9 (

Conversion

consecutive

dealing

days) ending

on the

dealing day

immediately

preceding

such date

(such

period,

the

Reference

Period

"),

provided

that,

any

time

during

the

Reference

Period

the

Volume

Weighted

Average

Price shall

have been

based on

a price

ex-dividend

(or ex-any

other

entitlement) and

during some

other part

of the

Reference Period

the Volume

Weighted

Average

Price shall have been based on a price cum-dividend (or cum- any other

entitlement), then:

(a)

the

Ordinary

issued

and

delivered

not

rank

for

the

dividend

(or

entitlement) in

question, the

Volume

Weighted

Average

Price on the

dates on

which the

Ordinary

were

based

price

cum-dividend

(or

cum-

any

other

entitlement)

shall, for the

purposes of this

definition, be deemed

to be the

amount thereof

reduced by

amount

equal

the

Fair

Market

Value

any

such

dividend

entitlement

per

Ordinary

Share as

at the

date of

first public

announcement relating

to such

dividend

entitlement,

any

such

case,

determined

gross

basis

and

disregarding

any

withholding or

deduction required

to be made

for or on

account of tax,

and disregarding

any associated tax credit; or

(b)

the

Ordinary

issued

and

delivered

rank

for

the

dividend

(or

entitlement) in

question, the Volume

Weighted

Average

Price on the

dates on which

the

Ordinary Shares

were based

on a

price ex-dividend

(or ex-

any other

entitlement) shall,

for the

purposes of

this definition,

be deemed

to be

the amount

thereof increased

by an

amount equal to

the Fair Market Value

of any such dividend

or entitlement per

Ordinary

the

date

first

public

announcement

relating

such

dividend

entitlement,

any

such

case,

determined

gross

basis

and

disregarding

any

withholding or

deduction required

to be made

for or on

account of tax,

and disregarding

any associated tax credit;

and

provided

further

that, if

on each

of the

five dealing

days (or,

for the

purposes of

subclause

(d)(i)(D) of

Condition 9

(

Conversion

), the

10 dealing

days) in

the Reference

Period the

Volume

Weighted

Average

Price

was

based

price

cum-dividend

(or

cum-any

other

entitlement)

respect of a

dividend (or other

entitlement) that has

been declared or

announced but the

Ordinary

Shares to be issued and

delivered do not rank for

that dividend (or other entitlement),

the Volume

Weighted

Average

Price

each

such

dates

shall,

for

the

purposes

this

definition,

deemed

the amount

thereof

reduced

by an

amount

equal

the

Fair

Market

Value

any

such

dividend

entitlement

per

Ordinary

the

date

first

public

announcement

relating

such

dividend

entitlement,

any

such

case,

determined

gross

basis

and

disregarding

any

withholding

deduction

required

made

for

account

tax,

and

disregarding any associated tax credit;

and

provided

further

that,

the

Volume

Weighted

Average

Price

Ordinary

not

available on

one or

more of

the five

dealing days

(or,

for the

purposes of

subclause (d)(i)(D)

Condition

(

Conversion

the

dealing

days)

the

Reference

Period

(disregarding

for

this

purpose

the

proviso

the

definition

Volume

Weighted

Average

Price),

then

the

average

such

Volume

Weighted

Average

Prices

that

are available

in the

Reference

Period

shall be

used

(subject

minimum

two

such

prices)

and

only

one,

no,

such

Volume

Weighted

Average

Price is available

in the Reference

Period, the

Current Market Price

shall be determined

by an Independent Adviser.

Day Count Fraction

" means, in respect of

any period (the "

Calculation Period

"), the number of

days in the Calculation Period divided by 360 calculated on a formula basis as follows:

10279448089-v20

70-41069139

" is the year,

expressed as a number,

in which the first day of

the Calculation Period

falls;

" is the year, expressed as a number, in which the day immediately following the last

day included in the Calculation Period falls;

the

calendar

month,

expressed

number,

which

the

first

day

the

Calculation Period falls;

" is the calendar month,

expressed as number, in

which the day immediately

following the last day included in the Calculation Period falls;

" is the

first calendar

day,

expressed as

a number,

of the Calculation

Period, unless

such number would be 31, in which case D

will be 30; and

the

calendar

day,

expressed

number,

immediately

following

the

last

day

included

in the

Calculation

Period, unless

such

number

would

be 31

and

is greater

than 29, in which case D

will be 30.

dealing day

" means a day on

which the Relevant Stock

Exchange or relevant stock

exchange or

securities market

is open

for business

and on

which Ordinary

Shares or

other securities,

options,

warrants

other

rights

(as

the

case

may

be)

may

dealt

(other

than

day

which

the

Relevant Stock

Exchange or relevant

stock exchange or

securities market is

scheduled to or

does

close prior to its regular weekday closing time).

DEBA

means

the

Swiss Federal

Debt Enforcement

and Bankruptcy

Act

of 11

April 1889,

amended from time to time.

Definitive Certificate

" has the meaning assigned

to such term in subclause

(c)(i) of Condition 2

(

Amount, Denomination and Form

Depositary

means

DTC

any

other

Relevant

Clearing

System

outside

Switzerland

designated

Depositary

the

Issuer;

provided

however

that,

irrespective

the

number

Regulation

Global

Certificates

and/or

Rule

144A

Global

Certificates,

the

case

may

be,

outstanding, there will be no more than one Depositary for the Notes at any time.

Distributable

Items

means,

respect

of any

Interest

Payment

Date,

the

aggregate

of (i)

net

profits

carried forward

and (ii)

freely

distributable reserves,

in each

case, less

any

amounts that

must

contributed

legal

reserves

under

applicable

law,

all

UBS

Group

AG's

reporting

currency and as appearing in the Relevant Accounts.

Distribution Compliance Period

" means the 40-day period commencing on (and including) the

later of (i) the day

on which the Notes

are first offered to

Persons other than distributors (as

defined

in Regulation S under the US Securities Act), and (ii) the day on

which the closing of the offering

of the Notes occurs.

DTC

" means The Depository Trust Company.

EEA Regulated Market

" means a market as defined by Article 4.1(21) of Directive 2014/65/EU

of the European Parliament and of the Council on markets on financial

instruments.

Euroclear

" means Euroclear Bank SA/NV.

Event of Default

" has the meaning assigned to

such term in clause (a) of Condition 13 (

Events of

Default

Exempt

Reorganisation

" means

a Reorganisation

where, immediately

after completion

of the

relevant proceedings, the ordinary shares or units or equivalent of Newco

(or depositary or other

10279448089-v20

70-41069139

receipts or certificates representing ordinary shares or units or equivalent

of Newco) are

(i) admitted

to trading

on the

Relevant Stock

Exchange

or (ii)

admitted

to listing

on such

other

Recognised Stock Exchange as UBS Group AG or Newco may determine.

Existing Benchmark

Rate

" has the meaning

assigned to such term

in clause (c) of

Condition 5

(

Interest

Existing Shareholders

" has the meaning assigned to such term in the definition of

the term

"Reorganisation".

Extraordinary

Distribution

means

any

Cash

Distribution

(i)

that

expressly

declared

UBS

Group

extraordinary

special

dividend

extraordinary

special

distribution

Shareholders

as a

class

any

analogous

or similar

term,

and

(ii)

the

amount

which exceeds

the arithmetic

average of

the ordinary

dividend per

Ordinary Share

paid by

UBS

Group

the

three

most

recently

preceding

calendar

years

(each

such

ordinary

dividend

translated, if

necessary,

into the

currency in

which the

applicable Cash

Distribution is

expressed

at the Prevailing Rate on the date on which such ordinary dividend

was paid) by more than 25 per

cent.

Extraordinary

Publication

Date

means

the

Business

Day

which

Reviewed

Interim

Measurement is

published upon

the instruction

of FINMA, after

FINMA has determined

that the

conditions for issuing

a Trigger Event

Notice in accordance with

Condition 7 (

Trigger Event

and

Viability Event)

have been met.

Extraordinary

Trigger

Event

Notice

Date

has

the

meaning

assigned

such

term

subclause (b)(i) of Condition 7 (

Trigger Event and Viability

Event

Fair

Market Value

" means,

with respect

to any

property on

any date

(the "

Relevant

Valuation

Date

"),

the

fair

market

value

that

property

determined

Independent Adviser,

provided

that:

(a)

the Fair Market Value

of a cash amount shall be the amount of such cash;

(b)

where

securities,

options,

warrants

other

rights

are

publicly

traded

stock

exchange

securities

market

adequate

liquidity

(as

determined

Independent

Adviser), the

Fair Market

Value

(i) of

such securities

shall equal

the arithmetic

mean of

the

daily

Volume

Weighted

Average

Prices

such

securities and

(ii)

such

options,

warrants

other

rights

shall

equal

the

arithmetic

mean

the

daily

closing

prices

such

options,

warrants

other

rights,

the

case

each

subclauses

(i)

and

(ii),

during

the

period

five

dealing

days

the

relevant

stock

exchange

securities

market

commencing

on the

later of

(x)

the applicable

Relevant Valuation

Date

and

(y)

the

first

dealing

day

which

such

securities,

options,

warrants

other

rights

are

publicly

traded,

such

shorter

period

such

securities,

options,

warrants

other

rights are publicly traded; and

(c)

where

securities,

options,

warrants

other

rights

are

not

publicly

traded

stock

exchange or securities

market of adequate

liquidity (as aforesaid),

the Fair Market

Value

such

securities,

options,

warrants

other

rights

shall

determined

Independent Adviser,

on the basis of a commonly

accepted market valuation method

and

taking account

of such factors

as it considers

appropriate, including

the market price

per

Ordinary

Share,

the

dividend

yield

Ordinary

Share,

the

volatility

such

market

price, prevailing interest

rates and the terms

of such securities, options,

warrants or other

rights, including as to the expiry date and exercise price (if any) thereof.

Any amounts determined

pursuant to the

above shall be

translated into the

Relevant Currency

(if

expressed in a

currency other than

the Relevant Currency)

at the Prevailing

Rate on the

Relevant

Valuation

Date.

addition,

the

case

clause

(a)

above,

the

Fair

Market

Value

shall

determined on

a gross

basis and

disregarding any

withholding or

deduction required

to be

made

on account of tax, and disregarding any associated tax credit.

FBA

" means

the Swiss

Federal Act

on Banks

and Savings

Institutions of

8 November

1934, as

amended from time to time.

10279448089-v20

70-41069139

Final Cancellation Date

" means the date specified in the Trigger Event Conversion Notice or

Viability Event Conversion Notice, as applicable, as being the date on

which any Notes in relation

to which no valid Settlement Shares Settlement Notice has been received by the Settlement Share

Depository (or its designated agent(s)) on or before the Settlement Notice

Cut-off Date shall be

cancelled, which date is expected to be no more than 12 Business Days following

the Settlement

Notice Cut-off Date.

FINMA

" means

the Swiss

Financial

Market Supervisory

Authority

FINMA and

any successor

thereto.

First Call Date

" means 12 April 2031.

Fiscal

Agency

Agreement

" means

the fiscal

agency agreement

dated as

of 10

February 2021,

among the Issuer,

the Fiscal Agent, the

Registrar, the

Calculation Agent, the Swiss

Paying Agent

and

the

other

Agents

from

time

party

thereto,

may

amended,

supplemented

otherwise modified from time to time.

Fiscal Agent

" means Deutsche Bank Trust Company Americas, in its capacity as fiscal agent for

the Notes, and includes

any successor fiscal agent

for the Notes appointed

in accordance with the

terms of the Fiscal Agency Agreement.

Fixed Interest Rate

" means 7.750 per cent. per annum.

Former

Residence

" has

the meaning assigned

to such term

in subclause

(a)(v) of

Condition 16

(

Issuer Substitution

Global

Certificate

means

Regulation

Global

Certificate

and/or

Rule

144A

Global

Certificate, as the case may be.

Going-Concern

Requirement

means

requirement

under

National

Regulations

for

systemically

relevant

banks

(

systemrelevante

Banken

)

hold

minimum

amount

going-

concern

capital (

Eigenmittel

zur ordentlichen

Weiterführung

der Bank

), which

amount is

set by

reference to the leverage ratio (

Höchstverschuldungsquote

) of such bank.

Going-Concern

RWA

Requirement

means

requirement

under

National

Regulations

for

systemically

relevant

banks

(

systemrelevante

Banken

)

hold

minimum

amount

going-

concern

capital (

Eigenmittel

zur ordentlichen

Weiterführung

der Bank

), which

amount is

set by

reference to the risk weighted assets (

risikogewichtete Positionen

) of such bank.

Group

" means, at

any time, the

Group Holding Company and

all its subsidiaries

and other entities

that are included in the Group Holding Company's consolidated capital adequacy reports prepared

pursuant to National Regulations.

Group Holding

Company

" means, at any

time, the top Swiss

holding company

at such time of

the

financial

group

which

UBS

Group

belongs

for

purposes

preparing

consolidated

capital adequacy reports pursuant

to National Regulations. As

at the Issue Date,

the Group Holding

Company is UBS Group AG.

Higher-Trigger

Amount"

means,

any

Publication

Date,

the

sum

(i)

the

maximum

portion

the

aggregate

principal

amount,

the

Presentation

Currency

the

Quarterly

Financial

Accounts

Reviewed

Interim

Measurement,

the

case

may

be,

which

such

Publication

Date

relates,

all

Higher-Trigger

Contingent

Capital,

any,

outstanding

the

relevant Balance

Sheet Date

that could

be converted

into equity

and/or fully

or partially

written

down,

otherwise

operate

increase

the

CET1

Capital,

Higher-Trigger

Write-

down/Conversion

Notice

were

delivered

accordance

with

the

terms

thereof,

and

(ii)

the

maximum

portion

the

aggregate

principal

amount,

the

Presentation

Currency

the

Quarterly

Financial

Accounts

or Reviewed

Interim Measurement,

as the

case may

be, to

which

such

Publication

Date

relates,

all

Higher-Trigger

Contingent

Capital,

any,

issued

after

the

relevant

Balance

Sheet

Date,

but

prior

such

Publication

Date,

that

could

converted

into

equity and/or

fully or

partially written

down, or

otherwise operate

to increase

the CET1

Capital,

if a

Higher-Trigger

Write-down/Conversion

Notice were

delivered in

accordance with

the terms

thereof, in the case of each of clauses

(i) and (ii), as determined by UBS Group

AG. For purposes

of clause (ii) of this definition and, in the case

10279448089-v20

70-41069139

of an Extraordinary

Publication Date, clause

(i) of this

definition, the aggregate

principal amount

any

Higher-Trigger

Contingent

Capital

that

is not

denominated

the Presentation

Currency

will be converted into the

Presentation Currency at the applicable

prevailing exchange rate on the

last Business Day

preceding the

relevant Publication

Date, as determined

by UBS Group

AG. In

the

case

Ordinary

Publication

Date,

for

purposes

clause

(i)

this

definition,

the

aggregate principal

amount of

any Higher-Trigger

Contingent Capital

that is

not denominated

the

Presentation

Currency

will

converted

into

the

Presentation

Currency

the

applicable

exchange rate used for such purposes in the relevant Quarterly Financial

Accounts.

Higher-Trigger

Contingent Capital

" means

any instrument

issued by,

or any

other obligation

of,

any

member

the

Group

that

(i)

issued

owed

to holders

that

are

not

members

the

Group

and

(ii)

required

pursuant

its

terms

converted

into

equity

and/or

fully

partially

written

down,

otherwise

operating

increase

the

CET1

Capital,

when

the

CET1

Ratio (or

equivalent capital

measure of

the Group

described in

the terms

and conditions

thereof)

falls

below

threshold

that

higher

than

the

Threshold

Ratio

(with

respect

the

relevant

Higher-Trigger Contingent Capital, its "

Higher-Trigger

Threshold Ratio

").

Higher-Trigger

Threshold

Ratio

" has

the meaning

assigned to

such term

in the

definition

the term

"Higher-Trigger Contingent Capital".

Higher-Trigger

Write-down/Conversion

Date

" has

the meaning

assigned to

such term

in the

definition of the term "Higher-Trigger Write

-down/Conversion Notice".

Higher-Trigger

Write-down/Conversion

Notice

means

notice

delivered

pursuant

the

terms

any

Higher-Trigger

Contingent

Capital

that

notifies the

holders

thereof

that

the CET1

Ratio

(or

similar

measure

other

event

described

the

terms and

conditions

such Higher-

Trigger

Contingent

Capital)

has

fallen

below

its

Higher-Trigger

Threshold

Ratio

and,

consequently,

that

such

Higher-Trigger

Contingent

Capital will

converted

into

equity and/or

fully or

partially written

down, or

otherwise operate

to increase the

CET1 Capital,

as applicable,

as of a particular

date (such date, the

Higher-Trigger

Write-down/Conversion Date

"). For the

avoidance of doubt, if the

terms and conditions of such Higher-Trigger

Contingent Capital permit

FINMA

waive

the

conversion

into

equity

and/or

write-down

such

Higher-Trigger

Contingent

Capital

notwithstanding

the

fact

that

the

CET1

Ratio

(or

similar

measure

other

event described in the terms and conditions of such Higher-Trigger

Contingent Capital) has fallen

below

its

Higher-

Trigger

Threshold

Ratio,

the

non-issuance

such

waiver

FINMA

between

the

relevant

Publication

Date

and

the

Trigger

Event

Notice

Date

will

deemed

equivalent

the

delivery

Higher-Trigger

Write-down/Conversion

Notice

for

purposes

subclause (b)(ii) of Condition 7 (

Trigger Event and Viability

Event

Holder

" means, with respect to

any Note, the Person in

whose name the Certificate representing

such

Note

registered

the

For

the

avoidance

doubt,

with

respect

Notes

represented

Global

Certificate,

Indirect

Holder

other

Person

will

Holder

for

purposes

these

Terms

and

Conditions

such

Notes

have

any

rights,

owed

any

obligations by the Issuer, under such Notes.

IBA

" means ICE Benchmark Administration® Limited (or any successor

administrator of the

USD SOFR ICE Swap Rate® (or any successor label)).

Independent

Adviser

" means

an independent

financial institution

of international

repute or

independent adviser

of recognised

standing and

expertise, in

either case,

appointed by

the Issuer

at its own expense

to make any determination

that is required to

be made, or may

be made, by an

Independent Adviser under these Terms

and Conditions.

Independent Adviser

Determination

Cut-off Date

" has the

meaning assigned

to such term

subclause (c)(i) of Condition 5 (

Interest

Indirect Holder

" means, with respect

to any Note

represented by a Global

Certificate, any Person

(other than the Holder)

that owns a

beneficial interest in such

Notes through a bank,

broker or other

financial institution that (i) participates

in the book-entry system of

DTC, Euroclear, Clearstream,

Luxembourg and/or any other clearing system

(each, a "

Relevant Clearing System

"), or (ii) holds

an interest in such Note through a participant in the book-entry system

of any Relevant Clearing

10279448089-v20

70-41069139

System. No Indirect

Holder will have

any rights, or

be owed any

obligations by the

Issuer, under

the Notes.

Interest Payment Date

" has

the meaning assigned

to such term

in subclause (a)(ii) of Condition

(

Interest

Interest Period

" means each

period beginning on

(and including) an Interest

Payment Date (or,

in the

case of

the first

Interest Period,

the Issue

Date) and ending

on (but excluding)

the next

Interest

Payment Date.

Interest Rate

" means the Fixed Interest Rate and/or Reset Interest Rate, as the case may be.

Issue Date

" means 12 February 2024.

Issuer

" means UBS Group AG in its capacity as issuer of the Notes.

Junior Obligations

" means (i)

all classes of share

capital and participation

securities (if any) of

the Issuer

and (ii)

all other

obligations of

the Issuer

that rank,

or are

expressed to

rank, junior

claims in respect of the Notes and/or any Parity Obligation.

Margin

" means 4.160 per cent. per annum.

Mid Market Swap Rate

" means, in relation to any Reset

Interest Period:

(a)

the USD SOFR ICE Swap Rate on the Reset Determination Date in relation to

such Reset

Interest Period as it appears on the MMSR Page on such Reset Determination Date; or

(b)

if such

USD SOFR

ICE Swap

Rate does

not appear

on the

MMSR Page

on such

Reset

Determination

Date,

the

Reset

Reference

Bank

Rate

relation

such

Reset

Interest

Period.

Mid

Market

Swap

Rate

Quotation

means,

relation

any

Reset

Interest

Period,

the

arithmetic mean of the bid

and offered rates for

the annual fixed leg (calculated

on an Actual/360

day count basis) of a fixed-for-floating USD interest rate swap transaction

that:

(a)

has

term

five

years

commencing

the

Reset

Date

which

such

Reset

Interest

Period commences; and

(b)

is in an amount that is

representative for a single transaction

in the relevant market at the

relevant time with an acknowledged dealer of good credit in the swap market;

and

(c)

has a floating leg

based on SOFR compounded

in arrear for 12 months

(calculated on an

Actual/360 day count basis).

Minimum Conversion Capital Availability

Amount

" has the meaning given to it in clause (f)

of Condition 7 (

Trigger Event and Viability

Event

MMSR

Page

means

Bloomberg

page

USISSO05

Index

(or

(i)

such other

page

as may

replace

that page on

Bloomberg (or on

any successor to

Bloomberg), or (ii)

if there is no

such replacement

page on Bloomberg (or on

any successor to Bloomberg), such

other page on such other information

service,

the

case

each

clauses

(i)

and

(ii),

which

the

USD

SOFR

ICE

Swap

Rate

displayed and as selected by the Issuer after consultation with the Calculation Agent).

National Regulations

" means, at

any time,

(i) the Swiss

national banking

and capital

adequacy

laws,

and

(ii)

the

capital

adequacy

regulations

promulgated

the

Swiss

Federal

Council

(

Bundesrat

) or

FINMA and

the interpretation

thereof by

FINMA or

any

other

competent Swiss

authority, in

the case of each of clauses (i) and (ii), directly applicable to

UBS Group AG (and/or,

if different, the Group Holding Company) and/or the Group at such time.

New

Conversion

Condition

has

the

meaning

assigned

such

term

subclause

(e)(v)

Condition 9 (

Conversion

10279448089-v20

70-41069139

New

Conversion

Condition

Effective

Date

has

the

meaning

assigned

such

term

subclause (e)(v) of Condition 9 (

Conversion

New Conversion Price

" has the meaning assigned

to such term in subclause (e)(v) of

Condition

9 (

Conversion

New

Residence

has

the

meaning

assigned

such

term

subclause

(a)(v)

Condition

(

Issuer Substitution

New

York

Business

Day

means

day

(other

than

Saturday

Sunday)

which

commercial banks and foreign exchange markets settle payments generally

in New York

City.

Newco

" has the meaning assigned to such term in the definition of the term "Reorganisation".

Non-Qualifying Relevant Event

" has the meaning assigned to such term in subclause (e)(v) of

Condition 9 (

Conversion

Notes

" means

the USD

1,000,000,000 7.750

per cent.

Tier 1

Capital Notes

issued by

the Issuer

the Issue Date.

OECD

" means the Organisation for Economic Co-operation

and Development.

Offer

Settlement

Period

has

the

meaning

given

clause

(h)

Condition

(

Conversion

Ordinary Publication

Date

" means each Business Day

on which Quarterly

Financial Accounts

are published.

Ordinary

means

the

registered

ordinary

UBS

Group

AG,

which

the

Issue Date

have a

par value

of USD

0.10 each.

The Ordinary

Shares deliverable

on Conversion

will be newly issued from the capital

range (

Kapitalband

), conditional capital (

bedingtes Kapital

)

and/or

Conversion

Capital

UBS

Group

AG,

and

rank

pari

passu

with

all

other

registered

ordinary shares

of UBS

Group AG

for any

and all

distributions payable

on them

on or

after the

relevant Share Creation Date.

Ordinary Trigger

Event Notice

Date

has the meaning assigned

to such term

in subclause (b)(i)

Condition 7 (

Trigger Event and

Viability Event

Other Tier 1 Contingent Convertible Capital Note

" has the meaning given to it in clause (f)

of Condition 7 (

Trigger Event and Viability

Event

Parity

Obligations

means

(i)

all

obligations

the

Issuer

respect

Tier

Instruments

(excluding any

such obligations that

rank, or are

expressed to rank,

junior to claims

in respect of

the Notes), and

(ii) any other

securities or obligations (including, without limitation,

any guarantee,

credit support

agreement or similar

undertaking) of the

Issuer that rank,

or are expressed

to rank,

pari passu

with claims in respect of the Notes and/or any Parity Obligation.

Paying

Agent

has

the

meaning

assigned

such

term

subclause

(c)(i)

Condition

(

Payments; Agents

Payment Business Day

" means a day (other than a Saturday or a Sunday) on which

commercial

banks

and

foreign

exchange

markets

settle

payments

and

are

open

for

general

business

(including, without limitation, dealing

in foreign exchange and foreign currency

deposits) in New

York

City.

Permitted Transactions

" means:

(a)

repurchases, redemptions or other acquisitions of any Ordinary Shares in connection with

(x) any employment contract, benefit

plan or similar arrangement with,

or for the benefit

of, any

employees, officers,

directors or

consultants of

any member

of the

Group, (y)

dividend

reinvestment

shareholder

purchase

plan

(z)

the

issuance

any

Ordinary

(or

securities

convertible

into,

exercisable

for,

Ordinary

Shares)

consideration for an acquisition consummated by any member of the Group;

10279448089-v20

70-41069139

(b)

market-making in Ordinary Shares as part of the securities business of any member of the

Group;

(c)

purchases

fractional

interests

any

Ordinary

pursuant

the

conversion

exchange provisions

of (x)

such Ordinary

Shares or

(y) any

security convertible

into, or

exercisable for, Ordinary Shares;

(d)

redemptions or repurchases

of Ordinary Shares pursuant

to any shareholders' rights

plan;

and

(e)

distributions in

cash or

in kind

on, or

repurchases, redemptions

or other

acquisitions of,

any Ordinary Shares as a part

of any solvent reorganisation, reconstruction, amalgamation

or merger

of any member

of the Group,

so long as

such member (or

the successor entity

resulting from such reorganisation, reconstruction,

amalgamation or merger) continues to

be a member of the Group.

Person

" means

any

individual, corporation,

bank, partnership,

joint venture,

association, joint

stock company, limited liability company, trust, unincorporated organisation or government or any

agency or political subdivision thereof.

Presentation

Currency

means

(i)

with

respect

any

Quarterly

Financial

Accounts,

the

presentation currency of such Quarterly Financial Accounts, and (ii) with respect to any Reviewed

Interim Measurement, the

Presentation Currency of

the Quarterly Financial

Accounts that will be

prepared for

the relevant financial

quarterly or annual

period in which

the relevant Extraordinary

Publication Date falls.

Prevailing

Rate

means,

respect

any

currencies

any

day,

the

spot

rate

exchange

between the

relevant currencies

prevailing as

at or

about 12

noon (New

York

City time)

on that

date as appearing on

or derived from

the Relevant Page or,

if such a rate

cannot be determined at

such time,

the rate

prevailing as

at or

about 12

noon (New

York

City time)

on the

immediately

preceding day

on which

such rate

can be

so determined

or,

if such

rate cannot

be so

determined

by reference

to the

Relevant Page,

the rate

determined

in such

other manner

as an

Independent

Adviser determines to be appropriate.

Protective Measures

" has the meaning assigned to such term in the definition of the term

"Bankruptcy Event".

Public Sector

" means

the government

of, or

a governmental

agency or

the central

bank in,

the

country of incorporation of the Group Holding Company.

Publication Date

" means an Ordinary Publication Date or an Extraordinary Publication

Date, as

the case may be.

Qualifying Relevant Event

" has the meaning assigned to such term in subclause (e)(v) of

Condition 9 (

Conversion

Quarterly

Financial

Accounts

means

(i)

the

financial

statements

the

Group

(including,

without

limitation,

the

notes

thereto)

respect

financial

quarter

published

the

Group

Holding Company, which have been reviewed by

the Auditor in accordance with the International

Standards on Auditing;

provided, however

, that, if the financial statements of the Group in respect

the

last quarter

any

year

are

not

reviewed,

the

term "Quarterly

Financial

Accounts"

respect of such quarter

will mean instead the annual

financial statements of the Group

(including,

without

limitation,

the

notes

thereto)

respect

such

year,

which

have

been

audited

the

Auditor in accordance with the

International Standards on Auditing and

are published in the

annual

report of

the Group

Holding Company

for such

year, or

(ii) in

the event

that the

Group does

not

publish

quarterly

financial

statements

described

clause

(i)

this

definition,

the

financial

disclosures published by the

Group pursuant to and

in compliance with FINMA Circular

2016/01

"Capital

Adequacy

Disclosures

Banks",

amended

from

time

time,

pursuant

and

compliance with

any successor

circular or

regulation applicable

to the Group

Holding Company,

provided

that such

financial

disclosures are

published

for each

financial quarter

and the

interim

earnings

included

such

disclosures

have

been

reviewed

the

Auditor

accordance

with

International Standards on Auditing.

10279448089-v20

70-41069139

QIB

has

the

meaning

assigned

such

term

subclause

(b)(i)

Condition

(

Amount,

Denomination and Form

Recognised

Stock

Exchange

means

EEA

Regulated

Market,

regulated,

regularly

operating, recognised

stock exchange

in Switzerland

or any

other regulated,

regularly operating,

recognised stock exchange or securities market in an OECD member

state.

Record Date

" means,

with respect

to any

Scheduled Due

Date, the

last Relevant

Banking Day

immediately preceding such Scheduled Due Date.

Redemption

Date

has

the

meaning

assigned

such

term

subclause

(e)(i)

Condition

(

Redemption and Purchase

Redemption

Notice

" has

the meaning

assigned to

such term

in subclause

(e)(i) of

Condition 6

(

Redemption and Purchase

Reference Period

" has the meaning assigned to such term in the definition of the term "Current

Market Price".

" means the register that the Issuer will procure to

be kept by the Registrar in accordance

with the provisions of the Fiscal Agency Agreement.

Registrar

" means

Deutsche Bank

Trust

Company

Americas, in

its capacity

as registrar

for the

Notes, and includes

any successor registrar for

the Notes appointed

in accordance with

the Fiscal

Agency Agreement.

Regulation S

Global Certificate

" has

the meaning assigned

to such

term in subclause

(b)(i) of

Condition 2 (

Amount, Denomination and Form

Regulatory

Event

" has

the meaning

assigned

to such

term in

subclause

(d)(ii) of

Condition

(

Redemption and Purchase

Relevant Accounts

" means, in respect of any Interest Payment Date, the

most recently published

audited

unconsolidated

annual

financial

statements

UBS

Group

prepared

accordance

with the Swiss Code.

Relevant Banking Day

" means a day other than a Saturday or Sunday, on which banks are open

for business in the place of the Specified Office of the Registrar and the Fiscal Agent.

Relevant Clearing

System

" has the meaning

assigned to such term

in the definition of

the term

"Indirect Holder".

Relevant

Currency

" means

USD or,

if at

the relevant

time or

for the

purposes of

the relevant

calculation

determination

there

Relevant

Stock

Exchange

but

the

New

York

Stock

Exchange

not

the

Relevant

Stock

Exchange

(or

the

Relevant

Stock

Exchange

but

the

Ordinary Shares

are not

quoted or

dealt in

thereon in

USD), the

currency in

which the

Ordinary

Shares are quoted or dealt in on the Relevant Stock Exchange at such time.

Relevant

Date

" means,

with respect

to any

payment,

(i) the

date on

which

such payment

first

becomes due under the Notes (the "

Scheduled Due Date

"), or (ii) if the full amount of the money

payable on

the Scheduled

Due Date

has not

been received

by the

Fiscal Agent

on or

before the

Scheduled Due

Date, the date

on which

the full amount

of the

money due

on the Scheduled

Due

Date has been received by the Fiscal Agent.

Relevant Event

" has the meaning assigned to such term in subclause (e)(v) of Condition 9

(

Conversion

Relevant Page

" means the page on Bloomberg or such other information service provider

that

displays the relevant information.

Relevant Shares

" has the meaning assigned to such term in subclause (e)(v) of Condition 9

(

Conversion

10279448089-v20

70-41069139

Relevant

Stock

Exchange

" means

the New

York

Stock Exchange

or,

if at

the relevant

time the

Ordinary

are

not

listed

and

admitted

trading

the

New

York

Stock

Exchange,

the

principal

stock

exchange

securities

market

which

the

Ordinary

are

then

listed,

admitted to trading or quoted or accepted for dealing (if any).

Relevant Time

" means 11:00 a.m. (New York

City time).

Reorganisation

" means

proceedings that

effect the

interposition of

a corporation

or other

limited

liability company

Newco

") between the

Shareholders immediately

prior to such

proceedings (the

Existing

Shareholders

") and

UBS Group

AG,

provided

that (i)

only ordinary

shares or

units or

equivalent

of Newco

or depositary

or other

receipts or

certificates representing

ordinary shares

units or equivalent of

Newco are issued to Existing

Shareholders, (ii) immediately

after completion

of such

proceedings the

only holders

of ordinary

shares, units

or equivalent

of Newco

or the

only

holders

depositary

other

receipts

certificates

representing

ordinary

units

equivalent

Newco,

the

case

may

be,

are

Existing

Shareholders

holding

the

same

proportions

immediately

prior

completion

such

proceedings,

(iii)

immediately

after

completion

of such

proceedings,

Newco

is (or

one

more wholly

-owned

subsidiaries

Newco

are) the

only shareholder

of UBS

Group AG,

(iv) all

subsidiaries of

UBS Group

AG immediately

prior to such

proceedings (other than

Newco, if Newco is

then a subsidiary of

UBS Group AG) are

subsidiaries of

UBS Group

AG (or

of Newco)

immediately after

completion of

such proceedings,

and

(v)

immediately

after

completion

such

proceedings,

UBS

Group

(or

Newco)

holds,

directly or

indirectly,

the same

percentage of

the ordinary

share capital

and equity

share capital

those subsidiaries as was held by UBS Group AG immediately prior to such proceedings.

Reset

Date

means

the

First

Call

Date

and

each

day

that

falls

the

fifth

anniversary

the

immediately preceding Reset Date.

Reset

Determination

Date

" means,

in relation

to any

Reset Interest

Period,

the day

falling

two

Business Days prior to the Reset Date on which such Reset Interest Period commences.

Reset

Interest

Amount

has

the

meaning

assigned

such

term

clause

(b)

Condition

(

Interest

Reset

Interest

Period

means

each

period

from

(and

including)

any

Reset

Date

and

ending

(but excluding) the next Reset Date.

Reset

Interest

Rate

" means,

in relation

to any

Reset Interest

Period, the

sum of

the Margin

and

the Mid Market Swap Rate in relation to such Reset Interest Period.

Reset Reference

Bank Rate

" means,

in relation

to any Reset

Interest Period,

the percentage

rate

(rounded,

necessary,

the

fifth

decimal

place,

with

0.000005

being

rounded

upwards)

determined by the Calculation Agent as follows:

(a)

the

Calculation

Agent

will

request

each

Reset

Reference

Bank

provide

with

such

Reset Reference Bank's Mid Market Swap Rate Quotation

in relation to such Reset Interest

Period as

at the

Relevant Time

on the

Reset Determination

Date in

relation to

such Reset

Interest Period; and

(b)

if at least

three such

Mid Market Swap

Rate Quotations are

provided, the Reset

Reference

Bank Rate will be

the arithmetic mean of the

Mid Market Swap Rate

Quotations provided,

eliminating the highest

Mid Market Swap

Rate Quotation (or,

in the event

of equality,

one

the

highest)

and

the

lowest

Mid

Market

Swap

Rate

Quotation

(or,

the

event

equality, one of the lowest);

(c)

only

two

such

Mid

Market

Swap

Rate

Quotations

are

provided,

the

Reset

Reference

Bank Rate will be

the arithmetic mean of the

Mid Market Swap Rate

Quotations provided;

(d)

if only

one such

Mid Market

Swap Rate

Quotation is

provided, the

Reset Reference

Bank

Rate will be the Mid Market Swap Rate Quotation provided; or

10279448089-v20

70-41069139

(e)

if no such

Mid Market Swap

Rate Quotations are

provided, the Reset

Reference Bank Rate

will be (i) if

such Reset Determination Date

is in relation

to any Reset

Interest Period other

than the Reset Interest

Period commencing on

the First Call Date,

the Mid Market

Swap

Rate in

respect of

the immediately

preceding Reset

Interest Period,

or (ii)

if such

Reset

Determination Date is

in relation to

the Reset Interest

Period commencing on

the First Call

Date, 3.590 per cent. per annum.

Reset

Reference

Banks

" means

five major

banks in

the swap,

money,

securities or

other market

most closely connected with the

Mid Market Swap Rate, as selected by the

Issuer after consultation

with the Calculation Agent.

Restructuring Proceedings

" has the meaning assigned to such term in the definition of the term

"Bankruptcy Event".

Reviewed

Interim

Measurement

means

interim

measurement

the

CET1

Ratio,

with

respect

which

the

Auditor

has

performed

procedures

accordance

with

the

International

Standard on

Related Services

(and relevant

Swiss standards

and practices)

applicable to

agreed-

upon procedures engagements.

Rule 144A

" has

the meaning assigned

to such

term in subclause

(b)(i) of

Condition 2

(

Amount,

Denomination and Form

Rule

144A

Global

Certificate

has

the

meaning

assigned

such

term

subclause

(b)(i)

Condition 2 (

Amount, Denomination and Form

Scheduled

Due

Date

has

the

meaning

assigned

such

term

the

definition

the

term

"Relevant Date".

Securities

" means any shares in

the capital of UBS Group AG,

or any options, warrants or other

rights to

subscribe for

or purchase

or acquire

shares in

the capital

of UBS

Group AG,

excluding

all Other Tier 1 Contingent Convertible

Capital Notes (and each a "

Security

").

Senior

Obligations

means

all

obligations

the

Issuer

that

are

unsubordinated

that

are

subordinated and do not constitute either Junior Obligations or Parity Obligations.

Settlement Agency

Agreement

" means the Settlement Agency

Agreement dated as of the Issue

Date,

between

the

Issuer

and

the

Settlement

Agent,

amended,

supplemented

otherwise

modified from time to time.

Settlement

Agent

means

UBS

AG,

its

capacity

settlement

agent

for

the

Notes,

and

includes any

successor settlement

agent for

the Notes

appointed in

accordance with

these Terms

and Conditions.

Settlement Date

" means:

(a)

with respect to any Note in

relation to which a valid Settlement

Shares Settlement Notice

is received

by the

Settlement Share

Depository (or

any of

its agents

designated for

such

purpose

in the

Trigger

Event Conversion

Notice or

Viability

Event

Conversion

Notice,

as applicable) on or before the Settlement Notice Cut-off Date,

(i)

if the Trigger

Event Conversion Notice

specified that the

Issuer will not

appoint

a Settlement

Shares Offer

Agent to

conduct a

Settlement Shares

Offer

or if

the

Issuer

gave

Viability

Event Conversion

Notice,

the date

that

is two

Business

Days

after

the

date

on which

the

relevant

Settlement

Shares Settlement

Notice

has been so received by the Settlement Share Depository (or such agent); or

(ii)

the

Trigger

Event

Conversion

Notice

specified

that

the

Issuer

will appoint

Settlement

Offer

Agent

conduct

Settlement

Offer,

the

date

that

two

Business

Days

after

the

later

(x)

the

date

which

the

Offer

Settlement Period expires or

is terminated and (y) the

date on which the relevant

Settlement

Notice

has

been

received

the

Settlement

Share Depository (or such agent); and

10279448089-v20

70-41069139

(b)

with respect to any Note in

relation to which a valid Settlement

Shares Settlement Notice

is not

received

the Settlement

Depository

(or

any of

its agents

designated

for

such

purpose

the

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice, as applicable) on or before

the Settlement Notice Cut-off Date,

the date on which

the

Settlement

Depository

delivers

the

relevant

Ordinary

and/or

cash

proceeds of the Settlement

Shares Offer,

as applicable, to which

the Holder of such

Note

is entitled pursuant to Condition 9 (

Conversion

) to such Holder.

Settlement

Notice

Cut-off

Date

means

the

date

specified

such

the

Trigger

Event

Conversion Notice or the Viability

Event Conversion Notice, as applicable, which date

shall be at

least 20 Business Days following the applicable Suspension Date.

Settlement

Depository

means

reputable

independent

financial

institution,

clearing

institution, trust

company or

similar entity,

to be

appointed by

the Issuer

on or

prior to

any date

when

function

ascribed

the

Settlement

Depository

these

Terms

and

Conditions

required

performed

perform

such

functions,

who

will

hold

Ordinary

designated

trust

account

for

the

benefit

the

Holders

and

otherwise

terms

consistent

with

these Terms and

Conditions.

Settlement Shares Offer

" has the meaning given to it in clause (h) of Condition 9

(

Conversion

Settlement Shares Offer Agent

" has the meaning given to it in clause (h) of Condition 9

(

Conversion

Settlement Shares Settlement Notice

" has the meaning given to it in clause (j) of Condition 9

(

Conversion

Creation

Date

means,

relation

Ordinary

issued

and

delivered

Conversion,

the

date

falling

after

the

relevant

Trigger

Event

Conversion

Notice

Viability

Event Conversion

Notice, as

the case

may be,

and on

or prior

to the

applicable Conversion

Date

on which as a matter of Swiss law the relevant Ordinary Shares are paid up.

Shareholders

" means the holders of Ordinary Shares.

SOFR

" means the

daily Secured Overnight

Financing Rate

provided by the

Federal Reserve

Bank

of New York,

as the administrator of such rate (or any successor administrator of such rate).

Specified

Office

" means

(i) in

the case

of Deutsche

Bank Trust

Company

Americas,

as Fiscal

Agent, Paying

Agent and

Registrar,

Trust

and Agency

Services, 1

Columbus Circle,

17th Floor,

Mail Stop: NYC01-1710, New York,

NY 10019, USA, Attn: Corporates Team,

UBS Group AG,

(ii)

the

case

UBS

AG,

Swiss

Paying

Agent,

Calculation

Agent

and

Settlement

Agent,

Bahnhofstrasse 45,

8001 Zurich,

Switzerland, (iii)

in the

case of

any other

Agent, such

office as

notified

the

Issuer

the

Holders

accordance

with

Condition

(

Notices

)

soon

practicable

after

the

appointment

such

Agent,

and

(iv)

the

case

the

Settlement

Depository,

the office

designated

as such

in the

applicable Trigger

Event

Conversion

Notice or

Viability Event Conversion

Notice, as the case may be, or, in the case of each of clauses

(i), (ii),

(iii)

and

(iv),

such

other

office

the

relevant

Agent

Settlement

Depository

may

designate from

time to time

by providing notice

to the Issuer

and the Holders

in accordance with

Condition 15 (

Notices

Substitute Issuer

" has

the meaning

assigned to

such term in

clause (a)

of Condition

16 (

Issuer

Substitution

Documents

has

the

meaning

assigned

such

term

subclause

(a)(iv)

Condition 16 (

Issuer Substitution

Substitution

Amendment

Effective

Date

has

the

meaning

assigned

such

term

subclause (b)(iii) of Condition 14 (

Meeting of Holders; Substitution and Amendment

Suspension

Date

means

the

date

specified

the

Trigger

Event

Conversion

Notice

the

Viability Event Conversion

Notice, as applicable, as the date on which the Depositary

is expected

to suspend

all clearance

and settlement

of transactions

in the

Notes in

accordance with

its rules

and

10279448089-v20

70-41069139

procedures, which

date is

expected to

be, if

such Trigger

Event Conversion

Notice specifies

that

the Issuer

will appoint

a Settlement

Shares Offer

Agent to conduct

a Settlement

Shares Offer,

proximate

the

expiration

termination

the

Offer

Settlement

Period

reasonably

practicable

accordance

with

the

rules

and

procedures

the

Depositary;

provided

however

that,

for

purposes

clause

(j)

Condition

(

Conversion

)

only,

the

date

which

the

Depositary actually suspends

such clearance and

settlement is different

from the date specified

the

Trigger

Event

Conversion

Notice

the

Viability

Event

Conversion

Notice,

applicable,

then

"Suspension

Date"

will

mean

the

date

which

the

Depositary

actually

suspends

such

clearance and settlement.

Swiss

Code

" means

the Swiss

Code of

Obligations of

30 March

1911,

as amended

from time

time.

Swiss Paying

Agent

" has the meaning

assigned to such term

in subclause (c)(i) of

Condition 10

(

Payments; Agents

Swiss

Resolution

Power

means

any

statutory

power

FINMA

that

may

exercise

during

Restructuring

Proceedings

as set

forth in

article 28

et seqq.

of the

FBA or

in any

implementing

ordinance or

successor Swiss

law or

regulation

or analogous

Swiss law

or regulation

applicable

to bank

holding companies

incorporated under

the laws

of Switzerland

such as

UBS Group

AG,

including,

without

limitation,

the

power

(i)

transfer

the

assets

the

entity

subject

such

Restructuring

Proceedings,

or portions

thereof,

together

with

such

entity's debt,

other

liabilities

and

contracts,

portions

thereof,

another

entity,

(ii)

stay

(for

maximum

two

business

days) the termination

of, or the exercise

of (w) rights

to terminate, (x)

netting rights, (y)

rights to

enforce

dispose

certain

types

collateral

(z)

rights

transfer

claims,

liabilities

certain collateral under,

contracts to which the entity

subject to such Restructuring

Proceedings is

a party,

(iii) partially or fully

convert the debt of

the entity subject to such

Restructuring Proceedings into

equity,

and/or

(iv)

partially

fully

write-down

the

obligations

the

entity

subject

such

Restructuring Proceedings.

Tax

Event

has

the

meaning

assigned

such

term

subclause

(c)(ii)

Condition

(

Redemption and Purchase

Tax Jurisdiction

" means Switzerland.

Taxes

" has the meaning assigned to such term in clause (a) of Condition 11

(

Taxation

Threshold Ratio

" means 7 per cent.

Tier

Capital

" means

Additional

Tier 1

Capital

or any

item that

qualifies

as common

equity

tier 1 capital pursuant to National Regulations.

Tier

Instruments

means

any

and

all

(i)

securities

other

obligations

(other

than

Tier

Shares)

issued

UBS

Group

(ii)

shares,

securities,

participation

securities

other

obligations

(other than

Tier

1 Shares)

issued by

a subsidiary

of UBS

Group AG

and having

the

benefit of

a guarantee,

credit support

agreement or

similar undertaking

of UBS

Group AG,

each

which

shares,

securities,

participation

securities

other

obligations

described

clauses

(i)

and

(ii) of this definition

qualify,

or are issued

in respect of

a security that

qualifies, as Tier

1 Capital

of the

Group and/or

UBS Group

AG (without

regard to

quantitative limits

on such

capital) on

consolidated (

Finanzgruppe

) or on an unconsolidated (

Einzelinstitut

) basis.

Tier

means all

classes of share

capital and

participation certificates

(if any) of UBS

Group AG

or any

subsidiary of

UBS Group

AG that

qualify as

common

equity tier

1 capital

the Group

and/or UBS

Group AG

under National

Regulations on

a consolidated

(

Finanzgruppe

)

or on an unconsolidated (

Einzelinstitut

) basis.

Trigger

Breach

Determination

Date

has

the

meaning

assigned

such

term

subclause

(b)(i) of Condition 7 (

Trigger Event and Viability

Event

Trigger

CET1 Ratio

" means, as of any Publication Date, (i)

the sum of (x) the CET1 Capital as

of the relevant

Balance Sheet Date

and (y) the Higher-Trigger Amount as

of such Publication

Date,

10279448089-v20

70-41069139

divided by (ii)

the BIS Risk Weighted

Assets as of the

relevant Balance Sheet

Date, expressed as

a percentage.

Trigger

Event

has

the

meaning

assigned

such

term

subclause

(a)(ii)

Condition

(

Trigger Event and Viability

Event

Trigger Event Conversion

Date

" has the meaning assigned to such term in subclause (b)(i) of

Condition 7 (

Trigger Event and Viability

Event

Trigger

Event

Conversion

Notice

means

Trigger

Event

Notice

given

after

the

occurrence of a Conversion Capital Availability

Event.

Trigger

Event Notice

" has the meaning assigned to such term in subclause (b)(i) of

Condition 7

(

Trigger Event and Viability

Event

Trigger

Event Notice Date

" means an Ordinary Trigger

Event Notice Date or an

Extraordinary

Trigger Event Notice Date, as the case may be.

Trigger

Event Write-down

Date

" has the meaning

assigned to such term

in subclause (b)(i) of

Condition 7 (

Trigger Event and Viability

Event

Trigger

Event

Write-down

Notice

means

Trigger

Event

Notice

given

prior

the

occurrence of a Conversion Capital Availability

Event.

" or "

United States

" means the

United States of

America (including

the States and the

District

of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

Exchange

Act

" means

the US

Securities Exchange

Act of

1934,

as amended

from time

time.

US Investment

Company

Act

" means

the US

Investment Company

Act of

1940, as

amended

from time to time.

US Securities Act

" means the US Securities Act of 1933, as amended from time to time.

US Transfer

Agent

" means

Computershare Trust

Company,

N.A., in

its capacity

as US

transfer

agent

for

the

Ordinary

Shares,

and

includes

any

successor

transfer

agent

for

the

Ordinary

Shares that may be appointed by UBS Group AG from time to time.

USD

" means United States dollars.

USD

SOFR

ICE

Swap

Rate

means,

any

Reset

Determination

Date,

the

USD

SOFR

ICE

Swap Rate® (or any successor label for such

rate applied by IBA) published by IBA that

represents

the

annual

mid

rate

the

Relevant

Time

such

Reset

Determination

Date

for

USD

swap

transactions with

a term

of five

years and

a floating

leg based

on SOFR

compounded in

arrear for

12 months.

Viability

Event

has

the

meaning

assigned

such

term

subclause

(c)(ii)

Condition

(

Trigger Event and Viability

Event

Viability

Event

Conversion

Date

" has

the meaning

assigned to

such term

in subclause

(c)(i) of

Condition 7 (

Trigger Event and Viability

Event

Viability

Event

Conversion

Notice

means

Viability

Event

Notice

respect

which

the

Viability

Event

has

occurred

after

the

occurrence

Conversion

Capital

Availability

Event.

Viability

Event Notice

" has the meaning

assigned to such

term in subclause

(c)(i) of Condition

7 (

Trigger Event and Viability

Event

Viability Event

Write-down Date

" has the meaning assigned to such term in subclause (c)(i) of

Condition 7 (

Trigger Event and Viability

Event

10279448089-v20

70-41069139

Viability

Event

Write-down

Notice

means

Viability

Event

Notice

respect

which

the

Viability Event has occurred

prior to the occurrence of a Conversion Capital Availability

Event.

Volume

Weighted

Average

Price

" means,

in respect

of an

Ordinary

Share or

other Security

any

dealing

day,

the order

book

volume-weighted

average price

(rounded

the

same

number

decimal places

as the

initial Conversion

Price) of

an Ordinary

Share or

such other

Security,

as the

case may

be, published

on or

by or

derived from

(i) in

the case

of an

Ordinary Share,

the relevant

Bloomberg

page,

(ii)

the case

Security

other

than

Ordinary

Shares,

the

principal

stock

exchange or securities

market on which such

Security is then listed

or quoted or dealt

in, if any,

or,

in the

case of

each of

clauses (i)

and (ii),

such other

source as

an Independent

Adviser determines

to be

appropriate,

on such

dealing day,

provided

that if

on any

such dealing

day such

price is

not

available

cannot

otherwise

determined

provided

above,

the

Volume

Weighted

Average

Price of

an Ordinary

Share or

such other

Security,

as the

case may

be, in

respect of

such dealing

day

shall be

(i) the

Volume

Weighted

Average

Price, determined

as provided

above, on

the most

recently preceding

dealing day on

which the same

can be so

determined, or (ii)

determined in such

other manner as an Independent Adviser determines to be appropriate.

Write-down

Date

" means,

with respect

to any

Contingent Write

-down, the

Trigger

Event Write-

down Date or Viability Event Write

-down Date, as applicable.

AMOUNT, DENOMINATION

AND FORM

(a)

Amount and denomination

The

initial

aggregate

principal

amount

the

Notes

will

USD

1,000,000,000.

The

Notes will be issued to Holders

in minimum denominations of USD

200,000 and integral

multiples

USD

1,000

excess

thereof.

The

principal

amount

the

Notes

may

written

down

the

circumstances

and

the

manner

described

Condition

(

Contingent

Write-down

The

Notes

may

held

and

transferred

only

minimum

denominations of USD 200,000 and integral multiples of USD 1,000 in

excess thereof.

(b)

Global Certificates

(i)

Notes

that

are

initially

sold

the

United

States

"qualified

institutional

buyers"

(each,

QIB

within

the

meaning

Rule

144A

under

the

Securities Act ("

Rule 144A

") are initially represented by one or more permanent

registered global certificates

(each, a "

Rule 144A

Global Certificate

"), without

interest

coupons,

deposited

with

the

Fiscal

Agent

custodian

for,

and

registered

the

name

Cede

Co.

nominee

for,

DTC.

Notes

that

are

initially sold

in an "offshore

transaction" within

the meaning

of Regulation

S of

the

Securities

Act

are

initially

represented

one

permanent

registered

global

certificates

(each,

Regulation

Global

Certificate

"),

without interest

coupons, deposited

with the

Fiscal Agent

as custodian

for,

and

registered in

the name

of Cede

& Co.

as nominee

for, DTC,

provided

that upon

such

Regulation

Global

Certificate's

deposit,

all

beneficial

interests

the

Notes

represented

thereby

are

maintained

through

Euroclear

and/or

Clearstream,

Luxembourg

until

expiration

the

Distribution

Compliance

Period. The

form of Regulation

S Global Certificate

and the form

of Rule 144A

Global

Certificate

are

set

out

the

Fiscal

Agency

Agreement,

which

will

made

available

by the

Registrar

any

Holder

or Indirect

Holder

upon

written

request.

(ii)

The aggregate

principal amount

of the

Notes represented

by each

of the

Global

Certificates

may

from

time

increased

decreased

adjustments

made on

the records

of the Registrar.

Each Global

Certificate shall

have affixed

schedule

for

the

purpose

recording

adjustments

the

aggregate

principal

amount thereof;

provided

however

, that,

in the

event of

a discrepancy

between

the principal

amounts recorded

on such

schedule and

the amounts

listed on

the

records

the

Registrar,

the

principal

amounts

listed

the

records

the

Registrar will

control. Any

beneficial interest

of an

Indirect Holder

in any

Note

represented by

one of the

Global Certificates that

is transferred

to a Person

who

takes delivery in the form of a beneficial interest in such Note represented by

10279448089-v20

70-41069139

another Global Certificate

will, upon transfer,

cease to be a

beneficial interest in

such first Global

Certificate and become

a beneficial interest

in the other

Global

Certificate and,

accordingly, will

thereafter be subject

to all transfer

restrictions,

any,

and

other

procedures

applicable

beneficial

interests

such

other

Global Certificate for as long as it retains such an interest.

(iii)

long

the

Notes

are

represented

one

Global

Certificates

deposited

with, or

with a

custodian for,

the Depositary,

the Holder

of a

Global

Certificate

may

grant

proxies

and

otherwise

authorise

any

Person,

including,

without limitation,

participants of

a Relevant

Clearing System

and Persons

that

may hold

interests through

such participants,

to take

any action

that the

Holder

entitled

take

under

these

Terms

and

Conditions

the

Notes

(including,

without limitation,

delivery of

a Settlement

Shares Settlement

Notice following

a Conversion

Event in

accordance with

clause (j)

of Condition

9 (

Conversion

)),

and nothing in

these Terms

and Conditions will

prevent the Issuer

or the Agents

the

Settlement

Depository

(if

any)

any

their

respective

agents

from

giving

effect

any

such proxies

or other

authorisations

furnished

the

Holder

a Global

Certificate

for

purposes of

this subclause

(b)(iii).

Although

the

Holders

are

the

only

Persons

entitled

participate

in,

and

vote

at,

any

meeting of Holders,

so long as the

Notes are represented

by one or

more Global

Certificates

deposited

with,

or with

a custodian

for,

the Depositary,

the Holder

Global

Certificate

shall

(A)

obtain

instructions

from

the

relevant

Indirect

Holders

respect

any

meeting

Holders,

(B)

vote

such

meeting

respect of

each Note

represented by

such Global

Certificate in

accordance with

the instructions

received from

the relevant

Indirect Holder

and (C)

abstain from

representing

any

Note

represented

such

Global

Certificate

meeting

Holders

for

which

has

not

received

instruction

from

the

relevant

Indirect

Holder.

Only

the

Notes

represented

such

Global

Certificate

for

which

the

Holder

received

instruction

the relevant

Indirect

Holder

take

part at

meeting of Holders will be deemed to be present or represented at such meeting.

(c)

Definitive Certificates

(i)

Definitive

Notes

registered

form

(each,

Definitive

Certificate

shall

issued, and

a Global Certificate

will be exchanged,

in whole, but

not in part,

for

Definitive Certificates, if (and only if):

(A)

the Depositary

notifies the

Issuer that

it is

no longer

willing or

able to

discharge properly its responsibilities as depositary with respect to some

all

the

Global

Certificates,

ceases

"clearing

agency"

registered under the US Exchange Act; or

(B)

any

time

the

Depositary

longer

eligible

act

such,

the

Notes

cease

for

any

reason

eligible

for

clearing

through

the

Depositary,

and

the

Issuer

unable

locate

qualified

successor

within 90 days

of receiving notice of such ineligibility of the Depositary

or of the Notes, as the case may be, from or on behalf of

the Depositary;

(C)

issuance

the

Definitive

Certificates

required

Swiss

other

applicable

laws

regulations

connection

with

the

enforcement

rights under the Notes; or

(D)

the Issuer provides its consent.

(ii)

If a

Global Certificate

is to

be exchanged

for Definitive

Certificates pursuant

subclause (i)

of this

clause (c),

the Issuer

will procure

the prompt

delivery (free

of charge)

of Definitive

Certificates to

the Fiscal

Agent, duly

executed without

interest

coupons,

registered

the

names

the

relevant

Indirect

Holders,

addresses

and

denominations

provided

written

notice

given

the

Depositary or the

Issuer to the Fiscal

Agent (which notice

shall be given

subject

the

Depositary's

procedures

and

also

specify

the

taxpayer

identification

number,

10279448089-v20

70-41069139

any,

each

Person

whose

name

such

Definitive

Certificates

are

registered).

Upon

written

direction

the

Issuer,

the

Fiscal

Agent

will

deliver

such

Definitive

Certificates

the

Holders

thereof

later

than

five

Business

Days

after

receipt

the

Fiscal

Agent

the

written

notice

provided

the

Depositary

(or

the

Issuer,

applicable)

referred

above

(and

any

other

necessary

information

the

Fiscal

Agent

may

reasonably

request

from

the

Issuer at

such time).

The Fiscal

Agent

shall promptly

cancel and

deliver to

the

Issuer

the

surrendered

Global

Certificates.

The

form

Definitive

Certificate

that will be

issued in exchange

for a beneficial

interest in a

Note represented

Rule

144A

Global

Certificate

and

the form

of Definitive

Certificate

that

will

issued

exchange

for

beneficial

interest

Note

represented

Regulation

Global

Certificate

are

set

out

the

Fiscal

Agency

Agreement,

which will

be made

available by

the Registrar

to any

Holder or

Indirect Holder

upon written request

(iii)

Definitive

Certificates

have

been

issued

pursuant

this Condition

2(c),

any

Definitive Certificate

that is lost,

stolen, mutilated, defaced

or destroyed may

replaced, subject to applicable laws and regulations, at the

Specified Office of the

Fiscal

Agent

upon

payment

the

claimant

the

fees,

costs

and

expenses

incurred by

the Fiscal Agent

and the Issuer

in connection therewith

and on such

terms as

to evidence,

security and

indemnity (which

may provide,

among other

things,

that

the

Definitive

Certificate

allegedly

actually

lost,

stole

destroyed is subsequently

presented for payment there

shall be paid to

the Issuer

demand

the

amount

payable

the

Issuer

respect

such

Definitive

Certificate

subsequently

presented)

the

Issuer

may

require.

Mutilated

defaced Definitive

Certificates must

be surrendered

before replacements

will be

issued.

TRANSFER

(a)

General

(i)

Subject

Conditions

3(b)

and

3(c),

title

Notes

will

pass

transfer

assignment (

Zession

) and

due registration

in the Register.

All transfers

of Notes

and

entries

the

will

made

subject

the

provisions

concerning

transfers of Notes set forth

in the Fiscal Agency Agreement,

which will be made

available by the Registrar to any Holder or Indirect Holder upon written request.

(ii)

Transfers

Notes,

beneficial

interests

Notes

represented

Global

Certificates, may be

made only in

accordance with the

legend set forth

upon the

face

the

applicable

Global

Certificate

Definitive

Certificate,

and

the

Registrar will

not be

required

to accept

for

registration

of transfer

any

Note or

beneficial interests in

Notes except upon presentation

of evidence satisfactory to

the Fiscal Agent and the Registrar that such transfer is being made in compliance

with such legend.

(iii)

Transfers

Notes

and

the

issue

new

Global

Certificates

Definitive

Certificates, as the case may be, on transfer will be effected without charge by or

behalf

the

Issuer

the

Registrar,

but

upon

payment

any

tax

other

governmental

charges

that

may

imposed

relation

the

transfer

(or

the

giving of such indemnity as the Fiscal Agent or the Registrar may require) by the

Holder.

(iv)

No Holder may require the transfer of a Note to

be registered (x) if the Notes are

to be

redeemed pursuant

to Condition

6 (

Redemption and

Purchase

), during

the

period

15 days

ending

on (and

including)

the

relevant Redemption

Date,

(y) during

the period

of 15

days ending

on (and

including) the

Record Date

for

any Interest Payment Date.

(v)

Person

(including

any

Indirect

Holder)

other

than

the

Holder(s)

will

have

any rights, or

be owed any

obligations by

the Issuer,

under the Notes.

Payments

of principal,

interest or

any other

amount in

respect of

Notes will

be made

only

10279448089-v20

70-41069139

the Person shown

on the Register

as the registered

holder of such

Note (i.e.,

the

Holder) at close of business on the relevant Record Date.

(b)

Transfer of Notes represented

by a Global Certificate

(i)

Global Certificates may be transferred

only in whole, but not in part,

and only to

a Relevant Clearing System or any of their respective successors or

nominees, in

each case

located

outside of

Switzerland,

except

as provided

below.

Beneficial

interests of Indirect

Holders in Notes

represented by

Global Certificates may

transferred

only

accordance

with

the

rules

and

procedures

such

Relevant

Clearing

System,

the

provisions

the

Fiscal

Agency

Agreement

and

this

Condition 3(b).

(ii)

A beneficial

interest in

a Note

represented by

a Regulation

S Global

Certificate

may

transferred

Person

who

takes

delivery

the

form

beneficial

interest

Note

represented

Rule

144A

Global

Certificate

during

the

Distribution Compliance Period, only if such exchange occurs in connection with

transfer

beneficial

interests

the

Notes

pursuant

Rule

144A

and

the

transferor first delivers

to the Fiscal Agent

and the Registrar a

written certificate

substantially in the form of a certificate available on request

from the Registrar to

the effect that

the beneficial

interests in the

Notes are being transferred to

a Person

who the transferor reasonably believes is a

QIB within the meaning of Rule 144A

under the

US Securities

Act, purchasing

the beneficial

interests in

the Notes

for

its own account or the account

of a QIB in a transaction

meeting the requirements

of Rule

144A and

in accordance

with all

applicable securities

laws of

the states

of the United States and other jurisdictions.

(iii)

A beneficial interest

in a Note

represented by a Rule 144A

Global Certificate may

be transferred

to a Person

who takes delivery

in the form

of a beneficial

interest

in a Note

represented by

a Regulation S

Global Certificate, whether before

or after

the expiration

of the

Distribution Compliance

Period, only

if the

transferor first

delivers to the Fiscal Agent and the Registrar a written certificate substantially in

the form of a

certificate available on

request from the Registrar

to the effect

that

the

transfer

being

conducted

compliance

with

Rule

903

Rule

904

Regulation S under the US Securities Act.

(iv)

Until the termination

of the Distribution

Compliance Period,

beneficial interests

any

Regulation

Global

Certificate

may

held

only

through

participants

acting for and on behalf of Euroclear and/or Clearstream, Luxembourg,

provided

that

this

subclause

(iv)

shall

not

prohibit

any

transfer

accordance

with

subclause (ii) of this Condition 3(b).

(c)

Transfer of Notes represented

by a Definitive Certificate

(i)

If and when

Definitive Certificates have

been issued pursuant

to Condition 2(c),

one

or more

Notes

may

transferred

only

in accordance

with

the

legends

set

forth

upon

the

face

the

relevant

Definitive

Certificate

and

only

upon

the

surrender

(at the

Specified Office

of the

Registrar) of

the Definitive

Certificate

representing

such

Notes

transferred,

together

with

the

form

transfer

attached to

such Definitive

Certificate (or

another form

of transfer

substantially

the

same form

and

containing

the same

representations

and

certifications

(if

any),

unless otherwise

agreed

by the

Issuer),

duly completed

and

executed and

any

other

evidence

the

Fiscal

Agent

and

the

Registrar

may

reasonably

require. A

new Definitive

Certificate shall

be issued

to the

transferee in

respect

the

Notes

that

are

the

subject

the

relevant

transfer

and,

the

case

transfer

part

only

holding

Notes

represented

one

Definitive

Certificate,

new

Definitive

Certificate

respect

the

balance

the

Notes

not transferred shall be

issued to the transferor.

In the case of a transfer

of Notes

Person

who

already

a Holder,

new

Definitive

Certificate

representing

the enlarged

holding may

be issued

but only

against surrender

of the

Definitive

Certificate representing the existing holding of such Person.

10279448089-v20

70-41069139

(ii)

Each new

Definitive Certificate

to be

issued pursuant

to Condition 2(c)

shall be

available for delivery

within three Relevant Banking

Days of receipt of

the form

of transfer

and surrender

of the

relevant Definitive

Certificate. Delivery

of new

Definitive Certificate(s) will be

made at the Specified

Office of the Fiscal

Agent

which delivery

and surrender

of such

form of

transfer and

Definitive

Certificate

or,

the

case

may

be,

surrender

such

Definitive

Certificate, will

have been

made or,

at the

option of

the relevant

Holder

and as

specified in

the relevant

form of

transfer or

otherwise in

writing,

be mailed

by uninsured post

at the risk

of the Holder

entitled to

the new

Definitive Certificate to such address as may be so

specified, unless such

Holder

requests

otherwise

and

pays

advance

the

Fiscal

Agent

the

costs

such

other

method of

delivery

and/or

such

insurance

may

specify.

(d)

Rule 144A

Each

Note that

is initially

sold in

the United

States to

a QIB

will not

be registered

under

the

Securities

Act,

with

any

securities

regulatory

authority

any

state

other

jurisdiction

the

United

States

and

may

not

sold,

pledged

otherwise

transferred,

except (i) in accordance

with Rule 144A to

a Person that the

Holder and any Person

acting

on its behalf

reasonably believe

is a QIB

that is acquiring

the Notes for

its own account or

for

the

account

one

QIBs,

(ii)

offshore

transaction

accordance

with

Rule

903

904

Regulation

under

the

Securities

Act,

(iii)

pursuant

exemption from registration

under Rule 144

under the US Securities

Act, or in

accordance

with another

exemption from,

or in

a transaction

not subject

to, registration

under the

Securities Act, if available,

or (iv) pursuant

to an effective

registration statement under

the

US Securities

Act, in

each case,

in accordance

with any

applicable securities

laws of

any

state of the United States.

STATUS

AND SUBORDINATION

(a)

Status

The Notes constitute direct, unsecured and subordinated obligations of the

Issuer and rank

pari passu

and without

any preference

among

themselves. The

rights and

claims of

the

Holders against

the Issuer under

the Notes are

subordinated as described

in clause (b)

this Condition 4.

(b)

Subordination

the

event

(i)

Bankruptcy

Event

(ii)

order

being

made,

effective

resolution being passed, for the liquidation or winding-up

of the Issuer (except, in any such

case,

solvent

liquidation

winding-up

the

Issuer

solely

for

purposes

reorganisation, reconstruction

or amalgamation

of the Issuer

or the substitution

in place of

the

Issuer

successor

business

the

Issuer,

the

terms

which

reorganisation,

reconstruction, amalgamation

or substitution (x)

have previously been

approved by a

valid

resolution of the Holders

and (y) do not provide that

the Notes shall become redeemable

accordance with these Terms

and Conditions),

(i)

if such event

occurs (x) prior

to the occurrence

of a Conversion

Capital

Availability

Event,

(y)

after

the

occurrence

Conversion

Capital

Availability

Event

but prior

the occurrence

a Conversion

Event, the

rights and

claims of

the Holders

against the

Issuer in

respect

of or arising

under (including, without limitation,

any damages awarded

for

breach

any

obligation

under)

the

Notes

will,

subject

any

obligations that are mandatorily

preferred by law,

rank (A) junior

to the

rights and claims of all holders of Senior Obligations,

(B)

pari

passu

with

the

rights

and

claims

holders

Parity

Obligations,

and

(C)

senior

the

rights

and

claims

holders

Junior

Obligations;

provided

however

, that, if a Conversion Event subsequently occurs while

such Bankruptcy Event or

liquidation or winding-up,

as the case may

be,

continuing,

the

rights

and claims

of the

Holders

against the

Issuer in

respect of the delivery of Ordinary

10279448089-v20

70-41069139

accordance

with

Condition

(

Conversion

)

will

rank

set

forth in subclause (ii) below; or

(ii)

if such

event occurs

on or

after the

occurrence of

a Conversion

Event,

the rights

and claims

of the

Holders against

the Issuer

in respect

of the

delivery

Ordinary

accordance

with

Condition

(Conversion) will

rank (A) junior

to the rights

and claims of

all holders

of Senior

Obligations, (B)

junior to

the rights

and claims

of holders

Parity

Obligations,

and

(C)

pari

passu

with

the

rights

and

claims

holders of Junior Obligations

(c)

Claims subject to a Contingent Write-down or a Conversion

Any

claim

any

Holder

respect

arising

under

the

Notes

(including,

without

limitation,

any

claim

relation

any

unsatisfied

payment

obligation

the

Issuer

subject to enforcement

by any Holder

pursuant to Condition

13 (

Events of Default

) or in

relation

the

occurrence

any

other

Event

Default)

will

subject

to,

and

superseded

by,

Condition

8 (

Contingent

Write-down

)

and Condition

9 (

Conversion

), as

applicable,

irrespective

whether

the

relevant

Trigger

Event

Viability

Event,

applicable, has occurred,

or, in the

case of a Viability

Event, the relevant Viability

Event

Notice

has

been

given,

prior

after

the

occurrence

Event

Default

any

other event.

INTEREST

(a)

Interest Payment Dates

(i)

Subject to

Condition

8 (

Contingent

Write-down

) and

Condition 9

(

Conversion

)

and clause (h)

of this Condition

5, the Notes

will bear interest

on their

principal

amount (A) from

(and including) the

Issue Date to (but

excluding) the First Call

Date,

the

Fixed

Interest

Rate,

and

(B)

thereafter,

the

applicable

Reset

Interest Rate.

(ii)

Subject to

Condition

8 (

Contingent

Write-down

) and

Condition 9

(

Conversion

)

and

clause

(i)

this

Condition

interest

the

Notes

will

payable

semi-

annually

in arrear

on 12

April and

12 October

of each

year (each,

an "

Interest

Payment Date

"), commencing on 12 April 2024.

(b)

Determination

the

Mid

Market

Swap

Rate,

the

Reset

Interest

Rate

and

the

Reset

Interest Amount in relation

to each Reset Interest Period

With

respect to

each Reset

Interest Period

and subject

to clause

this Condition

the Calculation

Agent will,

as soon

as practicable

after the

Relevant Time

on the

Reset

Determination Date

in relation

to such

Reset Interest

Period, determine

the Mid

Market

Swap

Rate

and

the

Reset

Interest

Rate

for

such

Reset

Interest

Period

and

calculate

the

amount

interest

payable

per

Calculation

Amount

the

Interest

Payment

Date

relation

each

Interest

Period

falling

such

Reset

Interest

Period

(each,

Reset

Interest Amount

").

(c)

Benchmark replacement

the

Issuer

(in

consultation

with

the

Calculation

Agent)

determines

prior

any

Reset

Determination

Date that

(x) the

rate referred

to in

clause (a)

of the

definition

of the

term

"Mid Market

Swap Rate"

(the "

Existing Benchmark

Rate

") has

been discontinued

(y) there has been a public statement or publication of information

by the administrator of

the

Existing

Benchmark

Rate

the

regulatory

supervisor

for

the

administrator

the

Existing

Benchmark

Rate

announcing

that

the

Existing

Benchmark

Rate

longer

representative,

then

the

following

provisions

shall

apply

(subject

the

subsequent

operation of this clause (c)):

(i)

the Issuer shall

use reasonable endeavours

to appoint an Independent

Adviser to

determine

the

Independent

Adviser's

discretion,

accordance

with

subclause

(iv)

below,

alternative

rate

the

Existing

Benchmark

Rate

(the

Alternative Benchmark Rate

") no later than three Business Days prior to the

10279448089-v20

70-41069139

Reset Determination

Date relating

to the

next succeeding

Reset Interest

Period

(such Business Day,

the "

Independent Adviser

Determination Cut-off

Date

and

such

succeeding

Reset

Interest

Period,

the

Affected

Reset

Interest

Period

") for purposes of

determining the Mid Market Swap

Rate in respect of the

Affected Reset Interest Period and all Reset Interest Periods thereafter;

(ii)

prior

the

Independent

Adviser

Determination

Cut-off

Date

the

Issuer

unable to appoint an

Independent Adviser or the

Independent Adviser appointed

the

Issuer

fails

determine

Alternative

Benchmark

Rate

accordance

with subclause

(iv) below,

then the

Issuer (in

consultation with

the Calculation

Agent) may determine in its discretion, in

accordance with subclause (iv) below,

the

Alternative

Benchmark

Rate

for

purposes

determining

the

Mid

Market

Swap Rate in respect

of the Affected

Reset Interest Period

and all Reset Interest

Periods thereafter;

(iii)

if subclause (ii) above

applies and the Issuer

is unable or unwilling

to determine

the Alternative Benchmark Rate prior to the

Reset Determination Date relating to

the Affected

Reset Interest

Period in

accordance with

subclause (iv)

below,

the

Mid Market

Swap Rate

in respect

of the

Affected

Reset Interest

Period will

equal to the

Mid Market Swap

Rate in respect

of the immediately preceding

Reset

Interest Period (or, if

there is

no preceding Reset

Interest Period, the

Reset Interest

Rate applicable

to the

Affected

Reset Interest

Period will

be equal

to the

Fixed

Interest

Rate);

provided,

however,

that,

this

subclause

(iii)

applies

the

Affected

Reset Interest

Period,

the Reset

Interest

Rate for

all succeeding

Reset

Interest Periods

will be

the Reset

Interest Rate

applicable to

the Affected

Reset

Interest Period as

determined in accordance

with this subclause

(iii) unless (A)

the

Issuer, in

its sole discretion,

elects to determine

an Alternative Benchmark

Rate

respect

any

such

succeeding

Reset

Interest

Period

and

all

Reset

Interest

Periods thereafter in accordance with the processes set out in this clause (c), and

(B) an Alternative Benchmark

Rate is so determined;

(iv)

in the

case of

any determination

of an

Alternative Benchmark

Rate pursuant

subclause (i) or (ii) above, such Alternative

Benchmark Rate will be such rate as

the

Independent

Adviser

the

Issuer

(in

consultation

with

the

Calculation

Agent),

applicable,

determines

its

reasonable

discretion

has

replaced

the

Existing

Benchmark

Rate

customary

market

usage,

or,

the

Independent

Adviser or

the Issuer,

as applicable,

determines in

its reasonable

discretion that

there is no such rate,

such other rate as the Independent

Adviser or the Issuer (in

consultation with

the Calculation

Agent) determines

in its reasonable

discretion

is most comparable to the Existing Benchmark Rate; and

(v)

the

Independent

Adviser

or the

Issuer determines

an Alternative

Benchmark

Rate in accordance with the above provisions of this clause (c),

(A)

the

Independent

Adviser

(in

the

case

subclause

(2)

below,

consultation

with

the

Issuer)

or,

following

consultation

with

the

Calculation Agent,

the Issuer

(as the

case may

be) shall

also determine

in its reasonable discretion (1) the method for

obtaining such Alternative

Benchmark

Rate,

including

the

page

source

from

which

such

Alternative

Benchmark

Rate

appears

obtained

(the

Alternative

MMSR Page

"), and the time at

which such Alternative Benchmark Rate

appears

on,

obtained

from,

the

Alternative

MMSR

Page

(the

Alternative

Relevant

Time

"),

(2)

whether

apply

Adjustment

Spread to

such Alternative

Benchmark Rate

and, if

so, the

Adjustment

Spread, which Adjustment

Spread must be recognised

or acknowledged

as being in customary market usage in international debt capital markets

transactions that reference the

Existing Benchmark Rate, where

such rate

has

been

replaced

such

Alternative

Benchmark

Rate,

and

(3)

any

alternative

method for

determining the

Mid Market

Swap Rate

if such

Alternative

Benchmark

Rate

unavailable

the

relevant

Reset

10279448089-v20

70-41069139

Determination

Date,

which

alternative

method

shall

consistent

with

any Alternative Benchmark Rate that has broad market support;

(B)

for

the

Affected

Reset

Interest

Period

and

all

Reset

Interest

Periods

thereafter, (1) clause (a) of the definition of the

term "Mid Market Swap

Rate" shall be amended pursuant to clause (c) of

Condition 14 (

Meetings

Holders;

Substitution

and

Amendment

)

give

effect

the

determination described

in subclause (A)(1)

above and

any Adjustment

Spread

determined

pursuant

subclause (A)(2)

above,

and

(2)

clause

(b)

the

definition

the

term

"Mid

Market

Swap

Rate"

shall

amended

pursuant

clause

(c)

Condition

(

Meetings

Holders;

Substitution

and

Amendment

)

give

effect to the determination described in subclause (A)(3) above;

(C)

references to the MMSR Page and

the Relevant Time in these Terms and

Conditions

will

deemed

references

the

Alternative

MMSR

Page and the Alternative Relevant Time, respectively;

(D)

any

changes

the

definitions

the

terms

"Business

Day",

"Day

Count Fraction", "Payment

Business Day" and/or

"Reset Determination

Date" are necessary in order

to implement the amendments described

subclause

(B)

above,

such

definitions

shall

amended

pursuant

clause

(c)

Condition

(

Meetings

Holders;

Substitution

and

Amendment

) to reflect such changes; and

(E)

the Issuer

shall promptly

give notice

to the

Holders in

accordance with

Condition

(

Notices

)

specifying

such

Alternative

Benchmark

Rate

(including

any

Adjustment

Spread

determined

pursuant

subclause (A)(2)

above and

any alternative

method for

determining the

Mid

Market

Swap

Rate

described

subclause

(A)(3)

above),

the

Alternative

MMSR

Page,

the

Alternative

Relevant

Time,

and

any

amendments

implemented

pursuant

clause

(c)

Condition

(

Meetings

Holders;

Substitution

and

Amendment

)

described

subclauses (B) and (D) above.

Any determination that is made

by an Independent Adviser or

by the Issuer for purposes of

this clause (c) will be made in good faith and in a commercially reasonable

manner.

(d)

Publication of Reset Interest Rate and interest amount

payable upon redemption

With respect to each Reset Interest Period, as soon as practicable after such determination

but in any

event no later

than the relevant

Reset Date, the

Calculation Agent

will cause

(i) the relevant Reset Interest

Rate and the relevant

Reset Interest Amount determined

it,

together

with

the

Interest

Payment

Date

relation

each Interest

Period

falling

such Reset Interest

Period, to be

notified to the

Issuer and the

Paying Agents and

(ii) the

relevant Reset Interest Rate determined by it to be notified to any stock exchange or other

relevant authority on which the Notes are at the relevant time listed and to be published in

accordance with Condition 15 (

Notices

The

Calculation

Agent

shall calculate

any

interest

amount

payable

any

Redemption

Date

(if

the

Notes

are

redeemed

pursuant

Condition

(

Redemption

and

Purchase

))

and cause such interest amount to be

notified to Issuer and the Paying

Agents

and

any

stock

exchange

other

relevant

authority

which

the

Notes

are

the

relevant

time

listed

and

published

accordance

with

Condition

(

Notices

)

later than two Business Days prior to such Redemption Date.

(e)

Calculation of amount of interest payable per Calculation Amount

Subject to

Condition 8

(

Contingent Write

-down

) and

Condition 9

(

Conversion

) and

clause

(i) of this Condition 5:

10279448089-v20

70-41069139

(i)

the

amount

interest

payable

per

Calculation

Amount

each

Interest

Payment Date

to (and

including) the

First Call Date

in respect of

the Notes

will

(A)

the

case

the

first

Interest

Payment

Date,

USD

12.917,

and

(B)

otherwise, USD 38.75; and

(ii)

if interest is required to be paid in respect of a Note on any other date (including,

for

the

avoidance

doubt,

the

Reset

Interest

Amount),

the

amount

interest

payable per Calculation Amount on such date will be calculated by:

(A)

applying the applicable Interest Rate to the Calculation Amount;

(B)

multiplying the product thereof by the Day Count Fraction; and

(C)

rounding

the

resulting

figure

the

nearest

cent

(half

cent

being

rounded upwards).

(f)

Calculation of amount of interest payable per Note

Subject

Condition

(

Contingent

Write-down

)

and

Condition

(

Conversion

)

and

clause (i) of

this Condition 5,

the amount of

interest payable in

respect of a

Note will be

the product of:

(i)

the amount of interest per Calculation Amount; and

(ii)

the number by

which the Calculation

Amount is required

to be multiplied to

equal

the denomination of such Note.

(g)

Notifications, etc. to be final

All

notifications,

opinions,

determinations,

certificates,

calculations,

quotations

and

decisions

given, expressed,

made or

obtained for

purposes of

this Condition

5, whether

the

Reset

Reference

Banks

(or

any

them)

the

Calculation

Agent

the

Independent Adviser,

will (in the

absence of wilful

default, bad faith

and manifest error)

be binding on the Issuer, the

Agents and the Holders and (in the absence of wilful

default

and bad

faith) no

liability to

the Issuer

or the

Holders will

attach to

the Reset

Reference

Banks (or any

of them), the

Calculation Agent or

the Independent Adviser

in connection

with the exercise or non-exercise by the Calculation Agent or the Independent

Adviser of

its powers, duties and discretions under this Condition 5.

(h)

Accrual of interest in the case of redemption or a Trigger

Event or a Viability Event

(i)

Subject to

Condition 8

(

Contingent Write

-down

) and

Condition 9

(

Conversion

if the

Notes are

to be

redeemed pursuant

to clause

(b), (c)

or (d)

of Condition

(

Redemption and

Purchase

), interest on

the Notes will

accrue to

(but excluding)

the

relevant

Redemption

Date,

and

will

cease

accrue

such

Redemption

Date;

provided

however

that

the

payment

with

respect

any

Note

improperly withheld

or refused on

such Redemption

Date, interest

will continue

to accrue on

the principal amount

of such Note

(both before and

after judgment)

at the relevant Interest Rate to the Relevant Date.

(ii)

Upon

the

occurrence

Trigger

Event

Viability

Event,

interest

the

Notes will

cease to

accrue from

(and including)

the date

on which

such Trigger

Event or Viability Event

occurs.

(i)

Cancellation of interest; prohibited interest

(j)

The Issuer

may,

in its

sole discretion,

elect to

cancel all

or part

of any

payment

interest

the

Notes

(including,

for

the

avoidance

doubt,

any

Additional

Amounts)

that

otherwise

scheduled

paid

Interest

Payment

Date.

This

subclause

(i)(i)

without

prejudice

the

provisions

subclause (i)(ii)

of this

Condition 5.

Non-payment of

any amount

of interest

the Issuer to the Fiscal Agent will constitute evidence of cancellation of the

10279448089-v20

70-41069139

relevant

payment,

whether

not

notice

cancellation

has

been

given

the

Issuer.

If practicable,

the Issuer

shall provide

notice of

any

cancellation of

interest (in

whole or in part) pursuant to this subclause (i)(i) to the Holders on or

prior to the

relevant

Interest

Payment

Date.

practicable,

the

Issuer

shall

endeavour

provide

such

notice

least

five

Business

Days

prior

the

relevant

Interest

Payment

Date.

Failure

provide

such

notice

will

not

have

any

impact

the

effectiveness of, or otherwise invalidate, any such cancellation of

interest, or give

Holders any rights as a result of such failure.

(ii)

The Issuer

will be

prohibited from

making, in

whole or

in part,

any payment

interest

the

Notes

(including,

for

the

avoidance

doubt,

any

Additional Amounts)

on the

relevant Interest

Payment Date

if and

to the

extent

that:

(A)

the amount

Distributable

Items

such

Interest

Payment

Date

less than

the

sum

of (1)

the

amount of

such interest

payment,

plus

(2)

all

other

payments

(other

than

redemption

payments)

made

UBS

Group

respect

the

Notes

any

Parity

Obligations

Junior

Obligations

since

the

balance

sheet

date

the

Relevant

Accounts and prior to such

Interest Payment Date, plus (3)

all payments

(other than

redemption payments)

payable by

UBS Group

AG on

such

Interest

Payment

Date

respect

any

Parity

Obligations

Junior

Obligations,

the

case

each

subclauses

(1),

(2)

and

(3),

excluding

any

portion

such

payments

already

accounted

for

determining the amount of such Distributable Items; and/or

(B)

UBS

Group

not,

will

not

immediately

after

the

relevant

payment

interest

be,

compliance

with

all

applicable

minimum

capital

adequacy

requirements

the

National

Regulations

consolidated (

Finanzgruppe

) basis

(for the

avoidance of

doubt, it

being

understood

that such

minimum

requirements

will reflect

any

reduction

such

requirements

granted

FINMA

the

Group

pursuant

the

Capital Adequacy Ordinance); and/or

(C)

FINMA has required the Issuer not to make such interest payment.

The Issuer

shall deliver

a certificate

signed by

the Authorised

Signatories to

the

Fiscal Agent

and shall

give notice

in accordance

with Condition

15 (

Notices

) to

the Holders, in each case as soon

as practicable following any determination that

interest is required

to be cancelled

pursuant to this

subclause (i)(ii) or,

where no

such prior determination is made,

promptly following any Interest Payment

Date

on which

interest was scheduled

to be

paid if

such interest

is being

cancelled in

accordance with this subclause

(i)(ii), to such effect

setting out brief details as to

the amount of interest being cancelled and the reason therefor.

Failure to provide

such certificate

and

notice

will not

have

any

impact

on the

effectiveness

of,

otherwise

invalidate,

any

such

cancellation

give

any

Holder

any

rights

result of such failure.

(iii)

If, on

any Interest

Payment Date,

any payment

of interest

scheduled to

be made

on such date is not made in full pursuant to subclause

(i)(i) or subclause (i)(ii) of

this Condition 5, UBS Group AG shall not, directly or indirectly,

(A)

recommend

Shareholders

that

any

dividend

other

distribution

cash

or in

kind

(other

than

in the

form

Ordinary

Shares) be

paid

made on any Ordinary Shares; or

(B)

redeem, purchase or otherwise acquire any

Ordinary Shares other than as

a Permitted Transaction,

10279448089-v20

70-41069139

each

case

unless

and

until

(x)

the

interest

payment

due

and

payable

the

Notes

any

subsequent

Interest

Payment

Date

has

been

paid

full

(or

amount equal

to the

same has

been paid

in full

to a

designated third

party trust

account for

the benefit

of the

Holders prior

to payment

by the

trustee thereof to

the

Holders

such

subsequent

Interest

Payment

Date)

or,

earlier,

(y)

all

outstanding

Notes

have

been

cancelled

accordance

with

these

Terms

and

Conditions.

(iv)

Payments of interest on the Notes are not cumulative. Notwithstanding

any other

provision

these

Terms

and

Conditions,

the

cancellation

non-payment

any interest

amount by

virtue of

this Condition

5(i)

will not

constitute a

default

for any purpose (including, without limitation,

Condition 13 (

Events of Default

))

the

part

the

Issuer.

Any

interest

payment

not

paid

virtue

this

Condition

5(i)

will

not

accumulate

payable

any

time

thereafter,

and

Holders will have no right thereto.

(v)

If UBS Group AG determines, after

consultation with FINMA, that the Notes do

not,

will

cease

to,

fully

qualify

Additional

Tier

Capital,

(A)

the

Issuer

shall

not,

the

extent

permitted

under

National

Regulations,

exercise

its

discretion pursuant

to subclause

(i)(i) of

this Condition

5 to

cancel any

interest

payments

due

the

Notes

any

Interest

Payment

Date

following

the

occurrence

such

determination,

and

(B)

the

Issuer

shall

give

notice

the

Holders

in accordance

with Condition

15 (

Notices

) as

soon as

practicable

after

such

determination

stating

that the

Issuer

may

no longer

exercise

its discretion

pursuant

to subclause

(i)(i)

of this

Condition

5 to

cancel any

interest payments

as from the date of such notice.

REDEMPTION AND PURCHASE

(a)

No fixed redemption date

The Notes are

perpetual securities in

respect of

which there

is no fixed

redemption date.

Unless

previously

redeemed

(including

way

Conversion

pursuant

Condition

(

Conversion

))

purchased

and

cancelled

accordance

with

this

Condition

and

subject to Condition 8 (

Contingent Write-down

) and Condition 9 (

Conversion

), the Notes

are perpetual

and may only

be redeemed or

purchased in accordance

with this Condition

(b)

Redemption at the option of the Issuer

Subject

clause

(e)

this Condition

the Issuer

may

elect, in

its sole

discretion,

redeem

the

Notes,

whole

but

not

part,

the

First

Call

Date

any

Interest

Payment

Date thereafter

at their

aggregate

principal amount,

together

with any

accrued

and unpaid interest thereon to (but excluding) the relevant Redemption

Date.

(c)

Redemption due to a Tax

Event

(i)

Subject to

clause (e)

of this

Condition 6,

upon the

occurrence of

a Tax

Event at

any

time

after

the

Issue

Date,

the

Issuer

may

elect,

its

sole

discretion,

redeem the

Notes, in

whole but

not in

part, on

the relevant

Redemption Date

their aggregate

principal amount,

together with

any accrued

and unpaid

interest

thereon to (but excluding) such Redemption Date.

(ii)

A "

Tax

Event

" will

have occurred

if the

Issuer in

making any

payments on

the

Notes

(A)

has

paid,

will

would

the

payment

date

required

pay,

Additional Amounts,

or (B)

has paid,

or will

or would

be required

to pay,

any additional Tax

in respect of

the Notes, in

the case of

each of subclauses

(A)

and

(B),

under

the

laws

regulations

Tax

Jurisdiction

any

political

subdivision

thereof or

any

authority of

or in

a Tax

Jurisdiction or

any political

subdivision thereof having the power

to impose, levy,

collect, withhold or assess

Taxes,

including, without

limitation, any

treaty to

which a

Tax

Jurisdiction is

party,

any

generally

published

application

interpretation

such

laws

(including, without

limitation, a

decision of

any court

or tribunal,

any generally

published

10279448089-v20

70-41069139

application

interpretation

such

laws

any

relevant

tax

authority

any

generally published pronouncement by any relevant tax authority), and the Issuer

cannot avoid the foregoing by taking measures reasonably available to it.

(d)

Redemption due to a Regulatory Event

(i)

Subject

clause

(e)

this Condition

upon

the

occurrence

Regulatory

Event at any time after the Issue Date, the Issuer may elect,

in its sole discretion,

to redeem the Notes, in whole but not in part, on the relevant

Redemption Date at

their aggregate

principal amount,

together with

any accrued

and unpaid

interest

thereon to (but excluding) such Redemption Date.

(ii)

A "

Regulatory Event

" will have

occurred if any

of the Notes

ceases to be

eligible

in full to be (A)

treated as Additional Tier

1 Capital, and/or (B) counted

towards

either

the

Going-Concern

Requirement

the

Going-Concern

RWA

Requirement (or both).

(e)

Conditions for redemption

(i)

If the

Issuer elects

to redeem

the Notes

pursuant to

clause (b),

(d) of

this

Condition 6, then

the Issuer shall give

the Holders not

less than 15

and not more

than

days'

prior

notice

accordance

with

Condition

(

Notices

)

"Redemption

Notice"), which

notice shall,

subject to

subclauses (ii)

and (iii)

this

clause

(e),

irrevocable

and

specify

(x)

the

clause

this

Condition

pursuant to which the redemption

is to be made, (y) if any Definitive

Certificates

have been

issued, the

method by

which Notes

to be

redeemed will

be tendered,

and (z) the date (which date, in the case of a redemption pursuant to clause (c) or

(d)

this Condition

6, shall

Payment

Business Day)

which

the

Issuer

will redeem the Notes pursuant to such clause of this

Condition 6 (such specified

date, the "

Redemption Date

").

(ii)

The

Issuer

may

only

redeem

the

Notes

pursuant

clause

(b)

(c)

this

Condition

the

relevant

Redemption

Date

FINMA

has

approved

such

redemption on or prior to

such Redemption Date, if such

approval is then required

under applicable Swiss laws and regulations.

(iii)

The Issuer may only redeem the Notes pursuant

to any clause of this Condition 6

the

relevant

Redemption

Date

Trigger

Event

Viability

Event

has

occurred prior to such Redemption Date.

(iv)

the

Issuer

elects

redeem

the

Notes

pursuant

clause

(c)

(d)

this

Condition 6,

then prior

to the

publication of

the Redemption

Notice pursuant

subclause (e)(i)

this Condition

the Issuer

shall deliver

the Fiscal

Agent

(A)

certificate

signed

the

Authorised

Signatories

stating

that

the

relevant

requirement or circumstance giving rise to the right to redeem under clause (c) or

(d), as applicable,

of this Condition 6

is satisfied and the reasons therefor

and such

certificate will be conclusive and binding on the Holders, and (B)

in the case of a

redemption

pursuant

clause

(c)

this

Condition

only,

opinion

independent legal advisers of recognised standing to the effect that circumstances

entitling

the

Issuer

exercise

its

right

redemption

under

clause

(c)

this

Condition 6 have arisen.

(f)

Purchases

The Issuer or

any other

member of the

Group or

any of their

respective affiliates

may at

any

time

purchase

Notes

any

price

the

open

market

otherwise,

provided

that

(i)

such

purchase

complies

with

any

limits

conditions

which

any

member

the

Group

subject

under

applicable

banking

laws

and

regulations

the

time

such

purchase,

(ii)

other

than

in the

case

purchases

made

in connection

with

stabilisation

measures in compliance

with applicable law or

in connection with any

market making in

the Notes, FINMA has approved such purchase (if such approval is then required

under

10279448089-v20

70-41069139

applicable Swiss laws and

regulations) on or prior

to the date

of such purchase, and

(iii) no

Trigger

Event

Viability

Event

has

occurred

prior

the

date

such

purchase.

Any

Notes so purchased may, at the option of the Issuer, be held, reissued, resold or cancelled.

(g)

Cancellation

All

Notes

redeemed

accordance

with

this

Condition

way

Conversion

pursuant

Condition

(

Conversion

)

will

cancelled

and

may

not

reissued

resold;

provided

however

that,

the

case

Notes

redeemed

way

Conversion,

the Issuer will

not take any

action to cause

such Notes to

be removed

from the Relevant

Clearing System

prior to

the later of

(i) the

applicable Settlement

Date and

(ii) the

Final

Cancellation Date.

Following the

issuance and

delivery of

the relevant

Ordinary Shares

to the

Settlement Share

Depository on

the Conversion

Date and

until the

later of

(i) the

applicable Settlement

Date and

(ii) the

Final Cancellation

Date, the

Notes will

evidence

solely

the

Holder's

right

receive

Ordinary

and/or

cash

proceeds,

the

case

may be,

from the

Settlement Share

Depository or

the Settlement

Shares Offer

Agent (or

such other relevant recipient).

(h)

Redemption of other instruments

For the avoidance

of doubt,

it is understood

that, if, upon

the occurrence

of a Tax

Event

Regulatory

Event,

the

Issuer

does

not

elect

redeem

the

Notes

pursuant

this

Condition

nothing

this

Condition

any

other

provision

these

Terms

and

Conditions

will

prohibit

the

Issuer

from

redeeming

(whether

early,

maturity

otherwise)

any

other

instruments

issued

any

member

the

Group

pursuant

the

terms thereof.

TRIGGER EVENT AND VIABILITY EVENT

(a)

Trigger Event

(i)

Upon the occurrence of a Trigger Event:

(A)

such

Trigger

Event

occurs

prior

the

occurrence

Conversion

Capital

Availability

Event,

Contingent

Write-down

will

occur

the

applicable Trigger

Event Write

-down Date

in accordance

with Condition

8 (

Contingent Write-down

); or

(B)

such

Trigger

Event

occurs

after

the occurrence

of a

Conversion

Capital

Availability

Event,

Conversion

will

occur

the

applicable

Trigger

Event

Conversion

Date

accordance

with

Condition

(

Conversion

(ii)

Trigger

Event

will

have

occurred

the

Issuer

gives

the

Holders

Trigger

Event Notice in accordance with clause (b) of this Condition 7.

(b)

Trigger Event Notice

(i)

If,

with

respect

any

Publication

Date,

the

Trigger

CET1

Ratio

such

Publication

Date

less

than

the

Threshold

Ratio,

the

Issuer

shall,

subject

subclauses (ii)

and (iii)

of this

Condition 7(b),

give a

notice (a

Trigger

Event

Notice

the

Holders

accordance

with

Condition

(

Notices

)

(x)

such

Publication Date

is an

Ordinary Publication

Date, within

five Business

Days of

such Ordinary

Publication Date

(such fifth

Business Day,

the "

Trigger

Breach

Determination

Date

and

the

date

such

notice,

the

Ordinary

Trigger

Event

Notice

Date

"),

and

(y)

such

Publication

Date

Extraordinary

Publication

Date,

on such

Extraordinary

Publication

Date

(the "

Extraordinary

Trigger Event Notice

Date

"), which notice shall:

(A)

such

Trigger

Event

Notice

given

prior

the

occurrence

Conversion

Capital

Availability

Event

(1)

state

that

the

Trigger

CET1

Ratio as of such Publication Date is less than the Threshold Ratio,

10279448089-v20

70-41069139

and

Contingent

Write-down

will take

place,

and

(2)

specify

the

date

on which

the Contingent

Write-down

will take

place, which

date shall,

subject

postponement

pursuant

subclause

(ii)

this

Condition

7(b), be no later than 10 Business Days after the date

of such notice (the

Trigger Event Write

-down Date

"); or

(B)

such

Trigger

Event

Notice

given

after

the

occurrence

Conversion

Capital Availability

Event, (1)

state that

the Trigger

CET1

Ratio as of such Publication Date

is less than the Threshold Ratio, and

Conversion

will

take

place,

(2)

specify

the

date

which

the

Conversion

will

take

place,

which

date

shall,

subject

postponement

pursuant

subclause

(ii)

this

Condition

7(b),

than

Business

Days

after

the

date

such

notice

(the

Trigger

Event

Conversion

Date

"),

(3)

specify

the

Conversion

Price

effect

the

date

such

Trigger

Event

Notice,

and

(4)

specify

the

details

the

arrangement for

the settlement of

the Conversion

(including whether

not the Issuer will appoint

a Settlement Shares Offer Agent

to conduct a

Settlement

Offer,

the

Suspension

Date,

the

details

the

Settlement

Depository

(including

its

Specified

Office)

or,

the

Issuer

unable

appoint

Settlement

Depository

prior

giving of such

notice, the other arrangements

it has made in

accordance

with subclause

(h)(i) of

Condition 9

(

Conversion

) for

the issuance

and

delivery

the

Ordinary

issued

and

delivered

upon

Conversion

the

Holders,

the

procedures

Holders

must

obtain

delivery

the

Ordinary

from

the

Settlement

Depository,

the

Settlement

Notice

Cut-Off

Date

and

the

Final

Cancellation Date).

(ii)

If a Trigger

Event Notice is required

to be given pursuant

to subclause (i) of

this

Condition

7(b),

and

the

relevant

Publication

Date

any

Higher-Trigger

Contingent

Capital

outstanding

with

respect

which

either

(x)

Higher-

Trigger

Write-down/Conversion

Notice

has

been

given

prior

the

Trigger

Event

Notice

Date

(y)

Higher-Trigger

Write-down/Conversion

Notice

has

been given

prior to

the Trigger

Event Notice

Date, but the

Trigger Event

Write-

down Date

or the

Trigger Event

Conversion Date,

as applicable,

is scheduled

occur prior to the relevant Higher-Trigger

Write-down/Conversion Date,

(A)

the

case

subclause

(x)

above,

the

giving

such

Trigger

Event

Notice will be postponed until

the date on which a

Higher-Trigger Write-

down/Conversion

Notice

has

been

given

with

respect

all

such

outstanding

Higher-Trigger

Contingent

Capital

and

such

date

will

deemed to be the Trigger Event Notice Date; and

(B)

in the

case of

subclauses (x)

and (y)

above, if

the Trigger

Event Write-

down

Date

the

Trigger

Event

Conversion

Date,

applicable,

scheduled to

occur prior

to the

Higher-Trigger

Write-down/Conversion

Date

(or,

the

case

than

one

Higher-Trigger

Write-

down/Conversion

Date,

the

latest

Higher-Trigger

Write-

down/Conversion

Date),

the

Trigger

Event

Write-down

Date

the

Trigger

Event Conversion

Date, as

applicable, will

be postponed

to the

Higher-Trigger

Write-down/Conversion

Date

(or

the

latest

Higher-

Trigger

Write-down/Conversion

Date,

applicable)

and

such

postponement shall be specified in such Trigger Event

Notice.

(iii)

If (A) a

Trigger Event

Notice is required

to be given

pursuant to subclause

(i) of

this Condition

7(b) in

relation to

an Ordinary

Publication Date,

and (B)

prior to

the

earlier

the

Ordinary

Trigger

Event

Notice

Date

and

the

Trigger

Breach

Determination Date, FINMA, upon

the request of UBS Group AG,

has agreed in

writing

that

Contingent

Write-down

Conversion,

applicable,

not

required as

a result of

actions taken

by the Group

or circumstances

or events,

each

case,

that

have

had,

imminently

will

have,

the

effect

restoring

the

CET1 Ratio as of the Balance Sheet Date relating to the relevant Ordinary

10279448089-v20

70-41069139

Publication

Date,

after

giving

pro

forma

effect

such

actions,

circumstances

events,

level

above

the

Threshold

Ratio

that

FINMA

and

UBS

Group

deem, in

their sole

discretion, to

be adequate

at such

time, (x)

the Issuer

shall not

give such

Trigger Event

Notice pursuant

to subclause

(i) of this

Condition 7(b)

relation

the

relevant

Ordinary

Publication

Date,

and

(y)

the

Issuer

shall

give

notice

the

Holders

prior

the

Trigger

Breach

Determination

Date

accordance

with

Condition

(

Notices

which

notice

shall

state

that

Contingent Write

-down or

Conversion, as

applicable, will

occur in

relation to

the

relevant Ordinary Publication Date.

(c)

Viability Event

(i)

Subject to clause (e)

of this

Condition 7, upon the

occurrence of a

Viability Event:

(A)

the Issuer shall

give notice

(a "

Viability

Event Notice

") to

the Holders

in accordance

with Condition 15

(

Notices

) within three

days of the

date

on which such Viability Event occurred,

which notice shall:

(1)

such

Viability

Event

occurs

prior

the

occurrence

Conversion Capital

Availability

Event, (x) state

that a Viability

Event has occurred and a

Contingent Write-down will take place

and

(y)

specify

the

date

which

the

Contingent

Write-down

will

take

place,

which

date

shall

later

than

Business

Days

after

the

date

such

notice

(such

specified

date,

the

Viability Event Write-down Date

"); or

(2)

such

Viability

Event

occurs

after

the

occurrence

Conversion Capital Availability

Event, (w) state that a Viability

Event has occurred and a Conversion will take place, (x) specify

the

date

which

the

Conversion

will

take

place,

which

date

shall

than

Business

Days

following

the

occurrence

the

Viability

Event

(the

Viability

Event

Conversion

Date

"),

(y) specify

the Conversion

Price

in effect

on the

date of

such Viability

Event

Notice, and

(z) specify

the

details of the arrangements

for the settlement of

the Conversion

(including

the

Suspension

Date,

the

details

the

Settlement

Share Depository (including its

Specified Office) or, if the Issuer

unable

appoint

Settlement

Depository

prior

giving

such

notice,

the

other

arrangements

has

made

accordance

with

subclause

(h)(i)

Condition

(

Conversion

)

for the issuance and delivery of the Ordinary Shares to be issued

and

delivered

upon

Conversion

the

Holders,

the

procedures

Holders

must follow

to obtain

delivery of

the Ordinary

from

the

Settlement

Depository,

the

Settlement

Notice

Cut-Off Date and the Final Cancellation Date); and

(B)

such

Viability

Event occurs

prior

to the

occurrence

a Conversion

Capital Availability

Event,

a Contingent

Write-down

will occur

on the

applicable Viability

Event Write-down

Date in

accordance Condition

(

Contingent Write-down

); or

(C)

if such Viability Event occurs on or after the occurrence of a Conversion

Capital

Availability

Event,

Conversion

will

occur

the

applicable

Viability

Event

Conversion

Date

accordance

with

Condition

(

Conversion

(ii)

A "

Viability Event

" will have occurred

if prior to

an Alternative Loss

Absorption

Date (if any):

(A)

FINMA has notified

UBS Group AG

in writing that

it has determined

conversion or write-down, as applicable, of holders' claims in respect

10279448089-v20

70-41069139

the

Notes

and

all

other

capital

instruments

issued

by,

other

capital

obligations

(whether

qualifying

fully

partially

for

capital

treatment)

of,

any

member

the

Group

that,

pursuant

their

terms

operation

of law,

are capable

of being

converted into

equity or

written

down

that

time,

is,

because

customary

measures

improve

the

Group Holding

Company's capital

adequacy

are at

the time

inadequate

infeasible,

essential

requirement

prevent

the

Group

Holding

Company from

becoming insolvent,

bankrupt, unable

to pay

a material

part of its debts as they fall due or unable to carry on its business; or

(B)

customary

measures

to improve

the

Group

Holding

Company's capital

adequacy being

at the time

inadequate or infeasible,

the Group Holding

Company has

received an

irrevocable commitment

of direct

or indirect

extraordinary

support

from

the

Public

Sector

(beyond

customary

transactions

and

arrangements

the

ordinary

course)

that

has,

imminently

will

have,

the

effect

improving

the

Group

Holding

Company's capital adequacy

and without which,

in the determination

(and

notified

writing

by)

FINMA,

the

Group

Holding

Company

would

have

become

insolvent,

bankrupt,

unable

pay

a material

part

of its debts as they fall due or unable to carry on its business.

For

the

avoidance

doubt,

understood

that

Viability

Event

may

occur

irrespective

whether

not a

Trigger

Event

has

occurred

whether

any

the conditions to the issuance of a Trigger Event

Notice have been met.

(d)

Determination of CET1 Ratio and Trigger

CET1 Ratio

With respect

to any

Publication Date,

(i) the

CET1 Ratio

as of

the relevant

Balance Sheet

Date, (ii)

the Trigger

CET1 Ratio

as of

such Publication

Date and

(iii) the

components of

both of the foregoing,

in each case, as published on

such Publication Date, will be

final for

purposes of

this Condition

7, and

any revisions,

restatements or

adjustments to

any of

the

calculations

described

subclauses

(i)

through

(iii)

this

clause

(d)

subsequently

published will have no effect for purposes of this Condition 7.

(e)

Alternative loss absorption

the

event

the

implementation

any

new,

amendment

change

the

interpretation of

any existing, laws

or components

of National

Regulations, in

each case

occurring after the Issue Date, that alone or together with

any other law(s) or regulation(s)

has, in

the joint

determination of

UBS Group

AG and

FINMA, the

effect that

clause (c)

of this Condition

7 could cease

to apply to

the Notes without

giving rise to

a Regulatory

Event, then

the Issuer

shall give

notice to

the Holders

in accordance

with Condition

(

Notices

) no later than five Business

Days after such joint determination

stating that such

provisions

will

cease

apply

from

the

date

such

notice

(the

Alternative

Loss

Absorption Date

"), and from the date of such notice, such provisions

will cease to apply

to the Notes.

(f)

Conversion Capital Availability Event

(i)

A "

Conversion Capital Availability

Event

" will have occurred on the first date

after

the

Issue

Date

which

amendment

the

Articles

Association

registered

the

main

(

Hauptregister

)

the

Commercial

(

Handelsregister

)

the

Canton

Zurich

as a

result

which

the

Conversion

Capital provided for in

the Articles of

Association meets or exceeds

the Minimum

Conversion

Capital

Availability

Amount.

For

purposes

these

Terms

and

Conditions, a Conversion Capital Availability

Event may occur only once

For purposes of the definition of

Conversion Capital Availability Event:

Articles of Association

" means, at

any time, the

articles of association

(

Statuten

)

of UBS Group AG in effect at such time.

10279448089-v20

70-41069139

Minimum Conversion

Capital Availability

Amount

" means, at any time,

the

amount of Conversion

Capital that UBS

Group AG would

require in order

for it

to create and issue:

(A)

the number of Ordinary Shares into which the

Notes outstanding at such

time would be

converted if they were

to be converted

at the Conversion

Price in effect at

such time and

otherwise in accordance with

these Terms

and Conditions; and

(B)

if any Other Tier 1 Contingent

Convertible Capital Notes are outstanding

at such time,

the number of

Ordinary Shares into which

such Other Tier 1

Contingent

Convertible

Capital Notes

would be

converted if

they were

converted

the

conversion

price

then

effect

pursuant

to,

and

otherwise in accordance with, their respective terms at such time,

in each case, out of such Conversion Capital.

Other

Tier

Contingent

Convertible

Capital

Note

means

any

capital

instrument (other than the Notes) that:

(A)

eligible

full

(x) treated

Additional

Tier 1

Capital

and

(y)

counted

towards

either

the

Going-Concern

Requirement

the

Going-Concern RWA

Requirement (or both); and

(B)

subject to the terms and conditions thereof, is

to be:

(x)

converted into Ordinary Shares; or

(y)

after

Conversion

Capital

Availability

Event

(or

equivalent

event

described

the

terms

and

conditions

thereof)

occurs,

converted into Ordinary Shares,

in either case,

when the

CET1 Ratio (or equivalent

capital measure of

the

Group described in

the terms

and conditions thereof)

falls below

a certain

threshold and/or a Viability

Event (or equivalent event described in the

terms and conditions thereof) occurs.

February

2024,

the

outstanding

Other

Tier

Contingent

Convertible

Capital

Notes

consisted

(1)

the

9.250

per

cent.

Tier

Capital

Notes

(ISIN:

US902613BF40 (144A); USH42097ES26 (Reg S)) issued by UBS Group AG in

an aggregate

principal amount of

USD 1,750,000,000 on 13

November 2023, and

(2)

the

9.250

per

cent.

Tier

Capital

Notes

(ISIN:

US902613BE74

(144A);

USH42097ER43

(Reg S))

issued by

UBS Group

AG in

an aggregate

principal

amount of USD 1,750,000,000 on 13 November 2023.

(ii)

Conversion

Capital

Availability

Event

occurs

any

time

prior

Trigger

Event

Viability

Event,

the

Issuer

shall

soon

practicable

thereafter deliver to the

Fiscal Agent and

the Settlement Agent a

certificate signed

the

Authorised

Signatories

and

notice

the

Holders

accordance

with

Condition 15 (

Notices

), in each

case stating that

a Conversion Capital

Availability

Event has occurred and the date on which it occurred.

CONTINGENT WRITE-DOWN

If the Issuer has

given a Trigger Event Write-down Notice

or a Viability Event Write-down Notice

in accordance with Condition 7 (

Trigger Event and Viability

Event

), then on the relevant Write-

down Date:

(a)

the full principal amount of, and any

accrued and unpaid interest (whether or

not due and

payable)

on,

each

Note

will

automatically

written

down

zero,

the

Notes

will

cancelled

and

all

references

the

principal

amount

the

Notes

these

Terms

and

Conditions will be construed accordingly;

10279448089-v20

70-41069139

(b)

the

Holders

will

automatically

deemed

have

irrevocably

waived

their

right

receive, and

will no

longer have

any rights

against the

Issuer with

respect to,

repayment

of the aggregate principal amount of, and payment of any

accrued and unpaid interest on,

the

Notes

written

down

pursuant

subclause

(a)

this

Condition

(

bedingter

Forderungsverzicht

); and

(c)

all

rights

any

Holder

for

payment

any

amounts

under

respect

the

Notes

(including,

without

limitation,

any

amounts

arising

result

of,

due

and

payable

upon the

occurrence of,

an Event

of Default)

will become

null and

void, irrespective

whether

such

amounts

have

become

due

and

payable

prior

the

date

the

relevant

Trigger

Event Notice

or Viability

Event Notice,

as the

case may

be, or

the Write

-down

Date.

CONVERSION

(a)

Conversion upon a Trigger Event or a Viability Event

If the Issuer has

given a Trigger Event

Conversion Notice or a

Viability Event Conversion

Notice in accordance with Condition 7 (

Trigger Event and Viability

Event

), then:

(i)

each Note shall,

subject to and as

provided in this

Condition 9, be

redeemed and

settled (the "

Conversion

") on the applicable Conversion Date by (x) the delivery

of new

fully paid

Ordinary Shares

to the

Settlement Share

Depository on

behalf

of the Holders, and (y) the cancellation

of any accrued and unpaid interest on

the

Notes (whether or not due and payable); and

(ii)

receipt by the Settlement Share Depository of such number of Ordinary Shares as

is required to satisfy in

full its obligation to deliver Ordinary

Shares in respect of

the Conversion

on the applicable

Conversion Date shall

be a good

and complete

discharge

of the

Issuer's (and,

if UBS

Group

AG is

not the

Issuer,

UBS Group

AG's) obligations in respect of the Notes.

In the case of the

Ordinary Shares to be

delivered upon Conversion, as from

the applicable

Share Creation Date

for such Ordinary

Shares, there is

no provision for

the reconversion

of such Ordinary Shares into Notes.

(b)

Recourse for Ordinary Shares

Holders shall have recourse

only to the

Issuer for the

issue and delivery of

Ordinary Shares

to the

Settlement Share

Depository

pursuant

to these

Terms

and Conditions.

After such

delivery

the

Settlement

Depository,

Holders

shall

have

recourse

only

the

Settlement Share

Depository for

the delivery

to them

of such

Ordinary Shares

or,

in the

circumstances described in clause (h) of this Condition 9,

any cash amounts to which such

Holders are entitled under clause (h) of this Condition 9.

(c)

Conversion Price and determination of number of Ordinary Shares

(i)

Upon the occurrence

of a Conversion Event,

as at the date

on which the

relevant

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice

published, each Holder shall be deemed to have accepted, and hereby accepts and

agrees, (A)

to the

conversion of

its holding

of Notes

into Ordinary

Shares at

the

Conversion Price provided for herein and that, where necessary under

Swiss law,

the Settlement Agent shall effect such conversion on such Holder's behalf,

and

(B) that

its obligation

to pay

up the

Ordinary Shares

to be

issued shall

be set

off

against

its claim

for

repayment

of the

principal

amount upon

redemption

of the

Notes, which

claim shall

be deemed

to be

due and

payable immediately

prior to

the time on

the Share Creation

Date when, as

a matter of

Swiss law,

the relevant

Ordinary Shares are paid up. Such Ordinary Shares shall be paid up and issued on

the Share

Creation Date

whereupon the

Holders shall

cease as

a matter

of Swiss

law to be treated

for all purposes under

Swiss law as Holders

and shall instead

of such date be treated for all purposes under Swiss law as Shareholders.

10279448089-v20

70-41069139

(ii)

Subject

clause

(g)

this

Condition

the

Issuer,

with

the

assistance

the

Settlement Agent, where necessary under Swiss law, shall issue and deliver to the

Settlement Share

Depository on

the applicable

Conversion Date such

number of

Ordinary

respect

each

Holder

determined

the

Settlement

Agent by

dividing the

aggregate principal

amount of

Notes held by

such Holder

on the

applicable Conversion

Date by

the Conversion

Price in effect

on the date

relevant

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice, as

the case

may be.

The Settlement

Agent shall

determine such

number

of Ordinary

Shares in

accordance with

this subclause

(ii) as

soon as

practicable

after

publication

the

relevant

Trigger

Event

Conversion

Notice

Viability

Event Conversion Notice, as applicable.

(iii)

The

initial

Conversion

Price

per

Ordinary

respect

the

Notes

specified in the definition

thereof. The Conversion

Price is subject to

adjustment

(and

including)

the date

of the

relevant

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice,

the

case

may

be,

the

circumstances

described in clause (d) below.

(d)

Anti-dilution adjustment of the Conversion

Price

(i)

Upon the occurrence of any of the events described below after 7 February

2024,

the Conversion Price will be adjusted by the Issuer as follows:

(A)

If there

is a consolidation,

reclassification, redesignation

or subdivision

relation

the

Ordinary

that

alters

the

number

Ordinary

Shares in issue, the Conversion Price will be adjusted by multiplying the

Conversion

Price

force

immediately

prior

such

consolidation,

reclassification, redesignation or subdivision by the following fraction:

where:

the

aggregate

number

Ordinary

issue

immediately

before

such

consolidation,

reclassification,

redesignation or subdivision, as the case may be; and

the

aggregate

number

Ordinary

issue

immediately

after,

and

result

of,

such

consolidation,

reclassification,

redesignation

or subdivision,

as the

case may

be.

Such

adjustment

will

become

effective

the

date

which

the

consolidation, reclassification,

redesignation or

subdivision, as

the case

may be, takes effect.

(B)

If UBS Group AG issues any Ordinary Shares to Shareholders as a class

credited

fully

paid

way

capitalisation

profits

reserves

(including

any

premium

account

capital

redemption

reserve)

other

than

(x)

where

any

such Ordinary

are

are to

issued

instead of the whole

or part of a Cash Distribution

that the Shareholders

would

could

otherwise

have

elected

receive,

(y)

where

the

Shareholders

may

elect

receive

Cash

Distribution

lieu

such

Ordinary

(z)

where

any

such

Ordinary

are

expressed

issued

lieu

dividend

(whether

not

Cash

Distribution

equivalent or

amount is

announced or

would otherwise

payable to

the Shareholders,

whether at their

election or

otherwise), the

Conversion

Price will

be adjusted

by multiplying

the Conversion

Price

in force immediately prior to such issue by the following fraction:

10279448089-v20

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70-41069139

where:

the

aggregate

number

Ordinary

issue

immediately before such issue; and

the

aggregate

number

Ordinary

issue

immediately after such issue.

Such

adjustment

shall

become

effective

the

date

issue

such

Ordinary Shares.

(C)

UBS

Group

makes

pays

Extraordinary

Distribution

Shareholders,

the Conversion

Price will

be adjusted

by multiplying

the

Conversion Price in force immediately prior to the Effective

Date by the

following fraction:

where:

the

Current

Market

Price

one

Ordinary

the

Effective

Date

(translated,

necessary,

into

the

Relevant

Currency at the Prevailing Rate on the Effective Date); and

the

portion

the

aggregate

Extraordinary

Distribution

attributable

one

Ordinary

Share,

with

such

portion

being

determined

dividing

the

aggregate

Extraordinary

Distribution

the

number

Ordinary

entitled

receive

the

relevant

Extraordinary

Distribution.

the

Extraordinary

Distribution

shall

expressed

currency

other than the Relevant Currency,

it shall be converted into the

Relevant

Currency

the

Prevailing

Rate

the

relevant

Effective Date.

Such adjustment shall become effective on the

Effective Date.

For purposes of

this subclause (C),

Effective Date

" means (x)

the first

date

which

the

Ordinary

are

traded

ex-the

Extraordinary

Distribution

the

Relevant

Stock

Exchange

(y)

there

Relevant

Stock

Exchange,

the

first

date

upon

which

the

adjusted

Conversion Price is capable of being

determined in accordance with this

subclause (C).

(D)

If UBS Group

AG issues Ordinary

Shares to Shareholders

as a class

way of

rights or

UBS Group

AG or

any other

member of

the Group

(at the direction or request or pursuant to arrangements with UBS Group

AG or any other member of the Group) any other Person issues or grants

to Shareholders as a

class by way

of rights, any options,

warrants or other

rights to subscribe for

or purchase Ordinary Shares,

or any Securities that

by their terms

of issue carry

(directly or indirectly)

rights of conversion

into, or exchange or subscription for, any Ordinary Shares (or shall grant

any such

rights in

respect of

existing Securities

so issued),

in each

case

at a price per Ordinary

Share that is less than 95

per cent. of the Current

Market

Price

per

Ordinary

the

Effective

Date

(translated,

necessary,

into

the

Relevant

Currency

the

Prevailing

Rate

the

Effective Date), the

Conversion Price will

be adjusted by

multiplying the

10279448089-v20

101

70-41069139

Conversion Price in force immediately prior to the Effective Date by

the

following fraction:

where:

is the number

of Ordinary Shares

in issue on the

Effective Date;

the

number

Ordinary

that

the

aggregate

consideration (if any) receivable for the Ordinary Shares issued

by way

of rights,

or for the

Securities issued

by way of

rights,

or for

the options

or warrants

or other

rights issued

by way

rights and

for the

total number

of Ordinary

Shares deliverable

on the exercise thereof, would purchase at such Current Market

Price

per

Ordinary

the Effective

Date

(translated,

necessary, into the Relevant Currency at the Prevailing Rate on

the Effective Date); and

is the number of Ordinary Shares

to be issued or the maximum

number of Ordinary Shares that may be issued upon exercise of

such options, warrants or

rights calculated as

at the date of

issue

such

options,

warrants

rights

upon

conversion

exchange

exercise

rights

subscription

purchase

respect thereof at the initial conversion, exchange, subscription

or purchase price or rate, as the case may be,

provided

that, if on

the Effective

Date, such number

of Ordinary Shares

is to be

determined by reference

to the application

of a formula

or other

variable feature or the occurrence

of any event at some subsequent

time,

then for the purposes of

this subclause (D), "C" will be

determined by the

application of such formula or variable

feature or as if the relevant event

occurs or had occurred as at the Effective Date and as

if such conversion,

exchange,

subscription,

purchase

acquisition

had

taken

place

the

Effective Date.

Such adjustment shall become effective on the Effective

Date.

For purposes of

this subclause (D),

Effective Date

" means (x)

the first

date on which the Ordinary Shares are traded ex-rights, ex-options or ex-

warrants on

the Relevant

Stock Exchange

or (y)

if there

is no

Relevant

Stock Exchange, the first date upon which the adjusted Conversion Price

is capable of being determined in accordance with this subclause (D).

For purposes

of any

calculation of

the consideration

receivable or

price

pursuant to this subclause (D), the following provisions shall apply:

(1)

the

aggregate

consideration

receivable

price

for

Ordinary

Shares issued for cash shall be the amount of such cash;

(2)

(x) the aggregate

consideration receivable

or price for

Ordinary

issued

otherwise

made

available

upon

the

conversion or

exchange of

any Securities

will be

deemed to

the

consideration

price

received

receivable

for

any

such

Securities

and

(y)

the

aggregate

consideration

receivable

price

for

Ordinary

issued

otherwise

made

available upon

the exercise of

rights of subscription

attached to

any Securities

or upon

the exercise

of any

options, warrants

rights will be deemed to be that part (which may be the whole)

10279448089-v20

102

70-41069139

the

consideration

price

received

receivable

for

such

Securities or,

as the

case may

be, for

such options,

warrants or

rights

that

are

attributed

UBS

Group

such

rights

subscription

or,

the

case

may

be,

such

options,

warrants

rights or, if no part of such consideration or price

is so attributed,

the Fair

Market

Value

of such

rights of

subscription

or,

as the

case may

be, such

options, warrants

or rights

as at

the relevant

Effective Date, plus in the case of each of subclauses (x) and (y)

above, the additional minimum consideration receivable or price

(if any)

upon the

conversion or

exchange of

such Securities,

upon the exercise of

such rights or subscription attached

thereto

or,

as the

case may

be, upon

exercise of

such options,

warrants

rights,

and

(z)

the

consideration

receivable

price

per

Ordinary Share upon the conversion or exchange of, or upon the

exercise

such

rights

subscription

attached

to,

such

Securities

or,

the

case

may

be,

upon

the

exercise

such

options, warrants or rights will be the aggregate consideration or

price referred

to in

subclause (x)

or (y)

above (as

the case

may

be) divided by the number of Ordinary Shares to be issued upon

such

conversion

exchange

exercise

the

initial

conversion, exchange or subscription price or rate;

(3)

the

consideration

price

determined

pursuant

subclause

(1)

(2)

above

(or

any

component

thereof)

expressed in a

currency other than

the Relevant Currency, it shall

be converted

into the

Relevant Currency

at the

Prevailing Rate

the

relevant

Effective

Date

(in

the

case

subclause

(1)

above) or

the relevant date

of first public

announcement (in the

case of subclause (2) above);

(4)

in determining the

consideration or price

pursuant to the

above,

deduction

shall

made

for

any

commissions

fees

(howsoever described) or

any expenses paid or

incurred for any

underwriting, placing or management of the issue of

the relevant

Ordinary

Shares or

Securities or

options, warrants

or rights,

otherwise in connection therewith; and

(5)

the consideration or price shall be determined as provided above

the

basis of

the

consideration

price

received,

receivable,

paid

payable,

regardless

whether

all

part

thereof

received, receivable, paid or payable by or to UBS Group AG or

another entity.

(E)

If UBS Group

AG determines, in

its sole discretion,

that, notwithstanding

subclauses

(A)

(D)

this

Condition

9(d)(i),

reduction

the

Conversion

Price

should be

made

as a

result

of one

or more

events or

circumstances not referred to in this Condition 9(d)(i) that would require

adjustment

the

Conversion

Price

order

comply

with

Swiss

mandatory

law

the

protection

holders

instruments

that

may

convert into shares issued out of

capital range (

Kapitalband

), conditional

capital (

bedingtes Kapital

) or Conversion

Capital, the Conversion

Price

will be reduced

(either generally or

for a specified

period) in such

manner

and with

effect

from such

date as

UBS Group

AG shall

determine

and

the

Issuer

shall

notify

the

Holders

accordance

with Condition

(

Notices

(ii)

Notwithstanding Condition 9(d)(i):

(A)

where

10279448089-v20

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70-41069139

(1)

the events or

circumstances giving rise

to any adjustment

to the

Conversion Price have resulted or will result in an adjustment to

the Conversion Price; or

(2)

than

one

event

that

gives

rise

adjustment

the

Conversion Price occurs within such a short period of time,

that, in the opinion of UBS Group AG, a modification to the operation of

the adjustment

provisions set

forth in

this Condition

9(d) is

required

give the intended result, such modification

will be made to the operation

of the

adjustment provisions

set forth

in this

Condition

9(d) as

may

determined by an Independent Adviser to be in its opinion appropriate to

give the intended result, including to ensure that (x)

an adjustment to the

Conversion

Price or

the economic

effect thereof

shall not

be taken

into

account

than

once,

(y)

the

economic

effect

Extraordinary

Distribution is not taken into account more than once, and (z) to reflect a

redenomination

of the

issued Ordinary

Shares for

the time

being into

new currency;

(B)

any

adjustment

the

Conversion

Price

will

subject

such

Conversion

Price

(translated,

necessary,

into

the

currency

which

the

par

value

Ordinary

denominated

the

time

such

adjustment

becomes

effective

the

then-prevailing

exchange

rate

determined

the

Issuer)

not

being

less

than

the

par

value

Ordinary Share at such time;

(C)

UBS

Group

shall

not

take

any

action,

and

shall

procure

that

action

taken,

that

would

otherwise

result

adjustment

the

Conversion

Price

(translated,

necessary,

into

the

currency

which

the par

value

of an

Ordinary Share

is denominated

at the

time of

such

action at the then- prevailing

exchange rate as determined by

the Issuer)

to below the par value of an Ordinary Share then in effect;

(D)

any

doubt

arises

whether

adjustment

made

the

Conversion Price

or as

to the

appropriate adjustment

to the

Conversion

Price,

the

Issuer

may

its

sole

discretion

appoint

Independent

Adviser

and,

following

consultation

between

the

Issuer

and

such

Independent Adviser,

a written

opinion of

such Independent

Adviser in

respect

thereof

will

(in

the

absence

wilful

default,

bad

faith

and

manifest error) be conclusive and binding on the Issuer and the Holders;

(E)

adjustment

will

made

the

Conversion

Price

where

Ordinary

other

securities

(including

rights,

warrants

and

options)

are

issued, offered, exercised, allotted, purchased,

appropriated, modified or

granted

to,

for

the

benefit

of,

employees

former

employees

(including directors

holding or

formerly holding

executive office

or the

personal

service

company

any

such

person)

their

spouses

relatives,

in each

case, of

UBS Group

AG or

any of

its subsidiaries

any

associated

company

trustee

trustees

held

for

the

benefit

any

such

person,

any

such

case

pursuant

any

option scheme; and

(F)

on any

adjustment,

if the

resultant Conversion

Price has

decimal

places than

the initial

Conversion Price,

it will

be rounded

to the

same

number of decimal places as the initial Conversion Price. No

adjustment

will be

made

to the

Conversion

Price where

such adjustment

(rounded

down if

applicable) would

be less

than one

per cent.

of the

Conversion

Price then in effect. Any adjustment not required

to be made, and/or any

amount by

which the Conversion

Price has been

rounded down, will

carried forward and

taken into account

in any subsequent

adjustment, and

such subsequent adjustment

will be

made on the

basis that

the adjustment

10279448089-v20

104

70-41069139

not required

to be

made had

been made

at the

relevant time

and/or that

the relevant rounding down had not been made, as the case may be.

(iii)

The

Issuer

shall

give

notice

any

adjustments

the

Conversion

Price

made

pursuant

to this

Condition

9(d) to

the Holders

in accordance

with Condition

(

Notices

) promptly after the determination thereof.

(iv)

References

these

Terms

and

Conditions

any

issue

offer

grant

Shareholders "as a

class" or "by way

of rights" shall be

taken to be references

issue

offer

grant

all

substantially

all

Shareholders,

other

than

Shareholders to

whom, by reason

of the laws

of any territory

or requirements of

any recognised regulatory body

or any other stock exchange or

securities market

in any territory or in connection

with fractional entitlements, it is determined

not

to make such issue or offer or grant.

(e)

Qualifying Relevant Event

(i)

Upon

the

occurrence

Relevant

Event

that

Qualifying

Relevant

Event,

then:

(A)

upon

the

occurrence

Conversion

Event

where

the

applicable

Conversion

Date

falls

after

the

New

Conversion

Condition

Effective Date,

(1)

the Notes

shall be

converted on

such Conversion

Date into,

be exchanged on

such Conversion Date for,

as the case may

be,

Relevant

the

Approved

Entity,

mutatis

mutandis

provided

in accordance

with this

Condition

9, at

a Conversion

Price that shall be the New Conversion Price; and

(2)

the Issuer shall

procure the issue

and/or delivery of

the relevant

number of Relevant Shares

of the Approved

Entity in the

manner

provided in

this Condition

9 (as

may be

amended

as described

in the definition of the term New Conversion Condition); and

(B)

the

New

Conversion

Price

shall

subject

adjustment

the

circumstances

provided

this

Condition

for

the

adjustment

the

Conversion Price (if necessary with such amendments as an Independent

Adviser shall determine

to be appropriate)

and the Issuer

shall give notice

accordance

with

Condition

(

Notices

)

the

Holders

the

New

Conversion Price and of any such amendments thereafter.

(ii)

Upon the

occurrence of

a Relevant

Event, the

Issuer shall

give notice

thereof to

the Holders in

accordance with

Condition 15

(

Notices

) within 10

Business Days

following the occurrence of such Relevant Event, which notice shall:

(A)

specify the identity of the Acquiror;

(B)

specify whether

the Relevant Event

is a Qualifying

Relevant Event or

Non-Qualifying Relevant Event;

(C)

in the case of a Qualifying

Relevant Event, specify the

New Conversion

Price; and

(D)

if applicable, specify the New

Conversion Condition Effective Date.

(iii)

For

the

avoidance

doubt,

upon

the

occurrence

Relevant

Event

that

Non-Qualifying Relevant Event, the provisions

of this clause (e) shall (subject to

the subsequent

operation of

this clause

(e) upon

the occurrence

of a

subsequent

Relevant

Event)

not

apply,

and

the

Notes

will

continue

convertible

into

Ordinary Shares

pursuant to

and in

accordance with

the other

provisions of

this

Condition 9 (

Conversion

), if and when the Issuer gives a Trigger Event

10279448089-v20

105

70-41069139

Conversion

Notice

Viability

Event

Conversion

Notice

accordance

with

Condition 7 (

Trigger Event and Viability

Event

(iv)

For purposes of these Terms and Conditions:

Acquiror

" means the Person

(including a Governmental Entity)

that, following

a Relevant Event, controls UBS Group AG.

Approved

Entity"

means

Acquiror

that

body

corporate

that

incorporated

or established

under the

laws of

an OECD

member state

and that,

on the occurrence of the Relevant Event, has in issue Relevant Shares.

Governmental

Entity

" means (x)

the Swiss Confederation,

(y) an

agency of

the

Swiss

Confederation

(z)

person

entity

(other

than

body

corporate)

controlled by the Swiss Confederation or any such agency referred to in clause (y);

provided

however

that,

UBS

Group

any

time

organised

jurisdiction

outside

Switzerland,

references

this

definition

"the

Swiss

Confederation"

shall

read

references

the

government

such

other

jurisdiction.

The

New

Conversion

Condition

shall

satisfied

respect

Relevant

Event

if,

later

than

seven

days

following

the

occurrence

such

Relevant

Event, (x) UBS Group

AG has, to the

satisfaction of UBS Group

AG, entered into

arrangements

with

the

Approved

Entity

that

provide

for

delivery

Relevant

the

Approved

Entity

Conversion

terms

mutatis

mutandis

provided in

the provisions

of this

Condition 9,

and (y)

the Issuer

has entered

into

such

agreements

and

arrangements,

and

made

such

amendments

these

Terms

and

Conditions,

may

required

ensure

that,

with

effect

from

the

New

Conversion Condition Effective

Date, the Notes shall,

following the occurrence of

a Conversion

Event, be

convertible into,

or exchangeable

for,

Relevant Shares

the

Approved

Entity,

mutatis

mutandis

accordance

with,

and

subject

to,

this

Condition

(as

may

amended)

the

New

Conversion

Price;

provided

however

that,

any

failure

enter

into

the

arrangements

and

agreements

and/or

make

the

amendments

described

clauses

(x)

and

(y)

shall

not

constitute

default or an Event of Default under these Terms

and Conditions.

New

Conversion

Condition

Effective

Date

" means

the date

with effect

from

which the New Conversion Condition has been satisfied.

New Conversion

Price

" means,

in respect

of any

Conversion Date

falling on

after the New Conversion Condition

Effective Date, the amount determined

by the

Issuer in accordance with the following formula:

where:

NCP

is the New Conversion Price.

ECP

is the Conversion Price

in effect on

the last dealing day prior

to the New Conversion Condition Effective Date.

VWAPRS

is the average

of the Volume

Weighted

Average

Price of the

Relevant

the

Approved

Entity

(translated,

necessary,

into

USD

the

Prevailing

Rate

the

relevant

dealing

day) on

each of

the five

dealing days

ending

on the

last

dealing

day

prior

the

date

which

the

Relevant

Event

occurred

(and

where

references

the

definition

"Volume

Weighted

10279448089-v20

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70-41069139

Average

Price" to

"Ordinary Shares"

shall be

construed as

reference to

the Relevant

Shares of the

Approved Entity

and

in the definition of "dealing day", references to the "Relevant

Stock

Exchange"

shall

the

primary

Recognised

Stock

Exchange

which

the

Relevant

the

Approved

Entity

are

then

listed,

admitted

trading

accepted

for

dealing).

VWAPOS

is the average

of the Volume

Weighted

Average

Price of the

Ordinary

(translated,

necessary,

into

USD

the

Prevailing

Rate

the

relevant

dealing

day)

each

the

five dealing

days ending

on the

last dealing

day prior

to the

date on which the Relevant Event occurred.

Non-Qualifying

Relevant

Event

means

Relevant

Event

that

not

Qualifying Relevant Event.

Qualifying Relevant Event

" means a Relevant

Event where:

(A)

the Acquiror is an Approved Entity; and

(B)

the New Conversion Condition is satisfied.

Relevant

Event

will

have

occurred

if,

after

the

occurrence

Conversion

Capital

Availability

Event,

any

Person

Persons

acting

concert

acquires

control

UBS

Group

(other

than

result

Exempt

Reorganisation).

For

the

purposes

this

definition

"Relevant

Event",

control

means the acquisition

or holding

of legal or

beneficial ownership

of more

than 95

per

cent.

the

issued

Ordinary

UBS

Group

(whether

obtained

directly or indirectly

and whether obtained

by ownership of

share capital, contract

otherwise)

and,

consequence

thereof,

the

Ordinary

are

longer

admitted to trading

on any Recognised

Stock Exchange, and

controlled

" shall be

construed accordingly.

Relevant

means,

respect

an Acquiror,

ordinary

share capital

such Acquiror that constitutes

equity share capital or

the equivalent (or

depositary

or other receipts representing the same) that is listed and admitted to trading on a

Recognised Stock Exchange.

(f)

Procedure for settlement and delivery of Ordinary Shares on Conversion

Ordinary Shares to

be issued on Conversion

shall be delivered subject

to and as provided

below.

(g)

Fractions

Fractions of

Ordinary Shares will

not be issued

or delivered pursuant

to these Terms

and

Conditions on Conversion and no cash payment

will be made in lieu thereof. The number

of Ordinary

Shares to be

issued and delivered

to the Settlement

Share Depository

for the

benefit

of each

Holder

in respect

of a

Conversion

shall

be calculated

by the

Settlement

Agent on the basis of the aggregate principal amount of Notes held by

such Holder on the

applicable Conversion Date and rounded down, if necessary,

to the nearest whole number

of Ordinary Shares.

(h)

Procedure for delivery in respect of a Conversion

(i)

UBS

Group

AG,

with

the

assistance

the

Settlement

Agent

where

necessary

under

Swiss law,

shall

on or

prior

to the

applicable

Conversion

Date

issue and

deliver to the Settlement

Share Depository such number

of Ordinary Shares as is

required to satisfy

in full its obligation

to deliver Ordinary

Shares to the

Holders

in respect of the Conversion on the applicable Conversion Date. Receipt by the

10279448089-v20

107

70-41069139

Settlement

Depository

such

Ordinary

shall

good

and

complete discharge of the

Issuer's (and, if UBS Group AG

is not the Issuer, UBS

Group AG's) obligations in respect of the Notes. If the Issuer is unable to appoint

Settlement

Depository

prior

the

giving

the

Trigger

Event

Conversion Notice

or Viability

Event Conversion

Notice, as

the case

may be,

shall make such other arrangements for the issuance and delivery of the Ordinary

Shares to be issued and delivered upon Conversion to the Holders as it considers,

in its

sole discretion,

to be

reasonable

in the

circumstances,

which may

include

issuing and

delivering such

Ordinary Shares

to another

independent nominee

be held on trust for the Holders or issuing and delivering such Ordinary Shares to

the Holders directly,

which issuance and delivery shall irrevocably discharge

and

satisfy all

of the

Issuer's obligations

under the

Notes as

if the

relevant Ordinary

Shares had been issued

and delivered to the

Settlement Share Depository

and,

which

case,

where

the

context

admits,

references

these

Terms

and Conditions to the issue and

delivery of Ordinary Shares to the

Settlement

Depository

shall

construed

accordingly

and

apply

mutatis mutandis

(ii)

Subject

the

making

Settlement

Offer

and

otherwise

provided

herein,

the

Settlement

Agent

shall

give

instructions

the

Settlement

Depository

for

the

relevant

Ordinary

delivered

the

Settlement

Depository

the

applicable

Settlement

Date

the

Holders,

and

the

Settlement

Depository

shall

procure

that

the

Ordinary

are

delivered to the Holders on the applicable Settlement Date.

(iii)

In respect

of a Conversion

as a result

of the occurrence

of a Trigger

Event only,

following receipt by the Settlement

Share Depository of the Ordinary

Shares and

the

resulting

good

and complete

discharge

of the

Issuer's obligations

in respect

the

Notes

described

subclause

(i)

above,

the

Issuer

may,

its

sole

discretion,

appoint

placement

agent

(the

Settlement

Offer

Agent

acting on

behalf, and

for the

accounts, of

the Holders

to conduct

an offering

the Ordinary

Shares to

which the

Holders are

otherwise entitled

(a "

Settlement

Offer

").

the

relevant

Trigger

Event

Conversion

Notice,

the

Issuer

shall

notify

the

Holders

whether

will

appoint

such

Settlement

Offer

Agent

conduct

such

Settlement

Offer.

does

appoint

Settlement Shares

Offer

Agent, it

will instruct

the Settlement

Share Depository

deliver

the

relevant

Ordinary

the

order

the

Settlement

Offer

Agent

for

this

purpose

prior

the

end

the

Offer

Settlement

Period.

Such

Settlement

Offer

shall

made

(x)

the

currency

the

Issuer's choosing and at

a cash price per Ordinary

Share (such price translated,

necessary,

into

USD

the

prevailing

exchange

rate

the

date

the

Trigger

Event

Conversion

Notice as

determined

by the

Issuer)

equal to

the

Conversion

Price

effect

the

date

the

Trigger

Event

Conversion

Notice,

and

(y)

some

or,

subject

applicable

laws

and

regulations

and

such

offer

being

practicable

the

opinion

the

Issuer

the

Offer

Settlement

Period,

all

Shareholders

the

record

date

the

Trigger

Event

Conversion

Notice

then

eligible

participate

such offer.

Any such

Settlement

Offer

shall

completed

later

than

Business

Days

after

the

occurrence

the

Trigger

Event

(the

Offer

Settlement

Period

").

Neither

the

Issuer

nor

the

Settlement

Share Depository shall incur any

liability whatsoever to the Holders in

respect of

the appointment

of such

Settlement Shares

Offer

Agent or

its conduct,

save for

cases of gross negligence or wilful intent.

If the Settlement Shares

Offer is fully

subscribed by or before

the end of the

Offer

Settlement

Period,

the

Holders

shall,

pursuant

the

agreement

appointing

the

Settlement Shares

Offer

Agent, be

entitled to

receive from

the Settlement

Offer Agent on the fifth Business Day after the end of the

Offer Settlement Period,

their

pro

rata

share of

the aggregate

cash proceeds

received from

the Settlement

Offer

(such

aggregate

cash

proceeds

translated,

necessary,

from

the

currency in which they

are denominated into USD

at the then-prevailing exchange

rate

determined

the

Settlement

Offer

Agent

(less

any

foreign

exchange transaction

costs)), such

amount being

rounded to

the nearest

cent (half

a cent being rounded upwards). If the Settlement Shares Offer is only

partially

10279448089-v20

108

70-41069139

subscribed by the end of the Offer Settlement Period, the Holders shall

(x)

pursuant

the

agreement

appointing

the

Settlement

Offer

Agent,

entitled

receive

from

the

Settlement

Offer

Agent

the

fifth

Business

Day

after

the

end

the

Offer

Settlement

Period,

their

pro

rata

the

aggregate

cash

proceeds

received

from

the

Settlement

Offer

(such

aggregate cash

proceeds translated,

if necessary,

from the

currency in

which they

are denominated

into USD

at the

then-prevailing

exchange rate

as determined

the Settlement

Shares Offer

Agent (less

any foreign

exchange transaction

costs)),

such

amount

being

rounded

the

nearest

cent

(half

cent

being

rounded

upwards),

and

(y)

entitled

receive

their

pro

rata

the

number

Ordinary Shares

not subscribed

pursuant to

the Settlement

Shares Offer

(rounded

down

the

nearest

whole

number

such

Ordinary

Shares)

within

the

period

specified below

from the

Settlement Share

Depository.

If no

Ordinary Shares

are

subscribed in

the Settlement

Shares Offer,

Holders shall

be entitled

to receive

the

relevant

Ordinary

within

the

period

specified

below

from

the

Settlement

Depository.

Notwithstanding

Condition

(

Payments;

Agents

any

cash

proceeds

that

the

Holders

are

entitled

receive

pursuant

this

subclause

(iii)

shall be delivered to the Holders in accordance with clause (j) of this Condition 9.

In relation to any Ordinary Shares not sold pursuant to a

Settlement Shares Offer,

the Settlement Agent shall give instructions to the Settlement Shares Offer Agent

for such Ordinary Shares to be delivered by the Settlement Shares Offer Agent to

the

relevant

Holders

within

five

Business

Days

after

the

end

the

Offer

Settlement Period.

(i)

Taxes and duties

None

the

Issuer,

any

other

member

the

Group,

any

Agent,

the

Settlement

Depository

and

the

Transfer

Agent

will

pay

any

capital,

stamp,

issue,

registration,

transfer or other

taxes or duties arising

upon Conversion or

that may arise or

be paid as a

consequence

connection

with

the

issue

and

delivery

Ordinary

the

Settlement

Depository

the

delivery

any

Ordinary

the

relevant

recipient

accordance

with

the

instructions

given

the

relevant

Settlement

Settlement Notice.

A Holder

must pay

any capital,

stamp, issue,

registration,

transfer or

other taxes or duties

arising upon Conversion or that

may arise or be

paid as a consequence

of or

in connection

with the

issue and

delivery of

the Ordinary

Shares to

the Settlement

Depository

the

delivery

the

Ordinary

the

relevant

recipient

accordance

with

the

instructions

given

the

relevant

Settlement

Notice, and such Holder must pay all, if any,

such taxes and duties arising by reference to

any disposal

or deemed

disposal of

such Holder's

Notes or

interest therein.

Any capital,

stamp, issue,

registration, transfer

or other

taxes or

duties arising

on delivery

or transfer

of Ordinary Shares

to a purchaser

in any Settlement

Shares Offer

shall be payable

by the

relevant purchaser of those Ordinary Shares.

(j)

Delivery of Ordinary Shares and cash proceeds received from a Settlement Shares Offer

UBS Group AG, with the assistance of the Settlement

Agent where necessary under Swiss

law,

will

issue

and

deliver

the

Ordinary

required

issued

and

delivered

Conversion

the

Settlement

Depository

behalf

the

Holder

the

relevant

Note(s).

The

Issuer

(or

another

party

authorised

the

Issuer)

shall

instruct

the

Transfer

Agent to

credit such

Ordinary

Shares to

a nominee

account in

the name

of the

Settlement

Depository

held

behalf

the

Holders

the

applicable

Conversion Date. Receipt by the Settlement Share Depository of such Ordinary Shares on

the

applicable

Conversion

Date

shall

good

and

complete

discharge

the

Issuer's

obligations in respect of the Notes as described in subclause (h)(i) of

this Condition 9.

In order

to obtain

delivery from

the Settlement

Share Depository

of the

Ordinary Shares

and/or cash proceeds

received from a Settlement

Shares Offer,

in each case to

which it is

entitled pursuant to this Condition 9, a Holder will be required to deliver to the Settlement

Depository

(or

any of

its agent

designated

for

such purpose

the

Trigger

Event

Conversion Notice or Viability

Event Conversion Notice, as applicable) an executed

10279448089-v20

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70-41069139

settlement shares

settlement

notice

substantially

the

form

that

may

obtained

from

the Specified Office of the

Settlement Agent (a "

Settlement Shares Settlement

Notice

and

the

relevant

Certificate

representing

the

relevant

Note

the

Settlement

Depository

(or

any

its

agents

designated

for

such

purpose

the

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice)

before

the

Settlement

Notice

Cut-off

Date.

such

Settlement

Notice

Certificate

delivered after the

end of normal business

hours at the Specified

Office of the

Settlement

Share Depository,

such delivery

shall be

deemed for

all purposes

to have

been made

given

the

following

New

York

Business

Day.

The

Settlement

Notice must

contain certain

information,

including the

name of

the relevant

recipient in

which the

relevant Ordinary

Shares are

to be

registered directly

on the

books of

the US

Transfer,

and Settlement Shares

Settlement Notices and

Certificates must be

delivered to

the Settlement

Share Depository

(or any

of its

agents designated

for such

purpose in

the

Trigger Event

Conversion Notice or

Viability Event

Conversion Notice, as

applicable) in

accordance

with

the

procedures

described

the

relevant

Trigger

Event

Conversion

Notice

Viability

Event

Conversion

Notice,

applicable;

provided

however

that,

the

Notes

are

represented

one

Global

Certificates

deposited

with,

with

custodian

for,

the

Depositary,

then

the

Settlement

Notice

must

given in

accordance with

the standard procedures

of the Depositary

(which may

include,

without

limitation,

delivery

the

notice

the

Settlement

Depository

electronic means)

and in

a form

acceptable to

the Depositary,

the Settlement

Agent and

the

Settlement

Depository.

Subject

otherwise

provided

herein,

the

relevant

Ordinary Shares

and/or cash

proceeds of

a Settlement

Shares Offer

will be

delivered by

or on behalf of

the Settlement Share

Depository or the

Settlement Shares Offer

Agent, as

applicable,

accordance

with

the

instructions

given

the

relevant

Settlement

Settlement Notice;

provided

however

, that,

if the

Notes are

represented by

one or

Global Certificates

deposited with,

or with

a custodian

for, the

Depositary,

then delivery

any

such

cash

proceeds

shall

made

the

Settlement

Offer

Agent

accordance with the Depositary's practices from time to time.

Holder

delivers

valid

Settlement

Notice

and

the

relevant

Certificate on

or before

the Settlement

Notice Cut-off

Date, then

the Ordinary

Shares will

be delivered in respect

of the relevant Note(s)

by way of registering

the Ordinary Shares in

the

name

of the

relevant recipient

directly

on the

books

of the

US Transfer

Agent

on the

applicable

Settlement

Date

or such

other

date

as is

specified

for

delivery.

Once Ordinary

Shares are

registered in

the name

of the

relevant recipient

directly on

the books

of the

Transfer

Agent,

such

relevant

recipient,

Shareholder,

expected

receive

periodic

account statements

from the US

Transfer Agent

with respect to

its Ordinary Shares.

At the

time

delivery

any

Ordinary

the

relevant

recipient

registration

such

Ordinary

directly

the

books

the

Transfer

Agent,

the

then-valid

registration

rules

UBS

Group

will

apply,

and

UBS

Group

does

not

offer

any

assurance or

guarantee that

such relevant

recipient will

be accepted

as a

Shareholder with

voting rights in the share register of UBS Group AG.

If a Holder fails to

deliver a Settlement Shares Settlement

Notice or the relevant

Certificate

on or

before the

Settlement Notice

Cut-off

Date or

if a

Holder has

delivered a

Settlement

Notice

and

the

relevant

Certificate

prior

the

Settlement

Notice

Cut-off

Date

but

such

Settlement

Notice

has

been

determined

the

Settlement

Depository

null

and

void,

then

the

Settlement

Depository

shall

continue

hold

the

relevant

Ordinary

and/or,

applicable,

cash

proceeds

received

from

Settlement

Offer,

each

case

which

such

Holder

entitled

pursuant

this

Condition

until

valid

Settlement

Notice

(and

the

Certificate

representing

the

relevant

Notes)

delivered

such

Holder.

any

such

Ordinary

such

cash

proceeds

received

from

Settlement

Offer

(as

applicable)

have

not

been

claimed

during

the

10-year

and

30-day

period

commencing

the Final

Cancellation Date,

the relevant

claims of

the applicable

Holders are

time-barred

and

the relevant

Ordinary

Shares and

cash, as

the

case

may

be, will

transferred

to the

Issuer.

None

the

Issuer,

the

Settlement

Depository

and

the

Settlement

Offer Agent

shall have

any liability

to any

Holder for

any loss resulting

from such

Holder

not receiving any such Ordinary Shares and/or cash proceeds.

10279448089-v20

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70-41069139

If not previously

cancelled on the applicable

Settlement Date, the

relevant Notes shall

cancelled on

the Final

Cancellation Date

and any

Holder delivering

a Settlement

Settlement Notice after

the Settlement Notice

Cut-off Date will have

to provide evidence

of its entitlement

to the relevant Ordinary

Shares and/or cash

proceeds from a

Settlement

Offer,

applicable,

satisfactory

the

Settlement

Depository

its

sole

discretion in

order to

receive delivery

of such Ordinary

Shares or such

cash proceeds,

applicable. None of the Issuer, the Settlement Share Depository and the Settlement Shares

Offer Agent shall have any liability to any Holder for any loss resulting from

such Holder

not receiving

any

Ordinary

Shares or

cash

proceeds

from a

Settlement

Offer,

applicable, or from any delay in the receipt thereof, in each case as a result of such Holder

failing to submit a valid Settlement

Shares Settlement Notice and any relevant

Certificate

(if applicable), on a timely basis or at all.

Any

determination

whether

any

Settlement

Notice

has

been

properly

completed

and

delivered

together

with

the

relevant

Certificate(s)

provided

these Terms

and Conditions, or

whether any evidence

of entitlement to

Ordinary Shares or

cash proceeds

received from

a Settlement

Shares Offer,

as applicable,

is satisfactory,

shall

be made

by the

Settlement Share

Depository

in its

sole discretion

and shall

be conclusive

and

binding

the

relevant

Holders.

the

case

Notes

represented

Global

Certificate,

any

Settlement

Notice

delivered

prior

the

day

following

the Suspension Date will be null and void.

(k)

Ordinary Shares

The

Ordinary

issued

and

delivered

Conversion

will

fully

paid

and

non-

assessable and

will in all

respects rank

pari passu

with the fully

paid Ordinary

Shares in

issue on the

relevant Share Creation

Date, except in

any such case for

any right excluded

by mandatory provisions of applicable

law, and

except that the Ordinary Shares so issued

and

delivered

will not

rank

for

(or,

as the

case

may

be,

the relevant

Holder

will not

entitled to receive)

any rights, distributions

or payments the record

date or other due

date

for

the establishment

of entitlement

for

which

falls

prior

to the

relevant

Share Creation

Date.

All Ordinary Shares

issued and delivered

to Holders upon

Conversion are expected

to be

"restricted

securities" within

the meaning

of Rule

144 under

the US

Securities Act,

and

accordingly,

any Holder

who receives

Ordinary Shares

upon Conversion

will be

subject

to restrictions

under

the US

Securities Act

on its

ability to

resell such

Ordinary

Shares.

Subject to applicable

law and the policies

and procedures of

the US Transfer

Agent from

time to time,

through the US Transfer

Agent, Holders who receive

Ordinary Shares upon

Conversion are expected

to be able to

effect transfers of

such Ordinary Shares

with other

Shareholders

holding

their

Ordinary

through

the

Transfer

Agent,

with

Shareholders holding

their Ordinary Shares

via DTC through

custodian banks

or brokers

by means of DTC's Direct Registration System.

(l)

Purchase or redemption of Ordinary Shares

UBS Group AG or any

of its subsidiaries may exercise such

rights as it may from

time to

time enjoy to purchase

or redeem or buy back

any shares or securities of

UBS Group AG

(including Ordinary Shares) or any depositary or other receipts or certificates representing

the same without the consent of Holders.

(m)

Determinations to be made by an Independent Adviser

In the

case of

any determination

that is

required to

be made

by an

Independent Adviser

for purposes of this Condition

9, the Issuer shall use

reasonable endeavours to

appoint an

Independent

Adviser

make

such

determination;

provided

however

that,

notwithstanding

the

other

provisions

these

Terms

and

Conditions,

the

Issuer

unable to so appoint

an Independent Adviser

or the Independent Adviser

so appointed by

the

Issuer

fails

make

such

determination,

the

Issuer,

acting

good

faith

and

commercially reasonable manner,

will make such determination.

10279448089-v20

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70-41069139

Any

determination

that

made

Independent

Adviser

for

purposes

this

Condition

will

made

the

sole

discretion

such

Independent

Adviser

acting

good faith and in a commercially reasonable manner.

(n)

Notifications, etc. to be final

All

notifications,

opinions,

determinations,

certificates,

calculations,

quotations

and

decisions given, expressed, made or obtained by an

Independent Adviser or the Settlement

Agent for purposes of this Condition 9 will (in the absence of wilful default, bad faith and

manifest error)

be binding

on the

Issuer,

the Agents

and the Holders

and (in

the absence

of wilful

default and

bad faith)

no liability

to the

Issuer or

the Holders

will attach

to the

Independent

Adviser

the

Settlement

Agent

connection

with

the

exercise

non-

exercise

the

Independent

Adviser

the

Settlement

Agent

its

powers,

duties

and

discretions under this Condition 9.

10.

PAYMENTS;

AGENTS

(a)

All payments

required to

be made

under the

Notes will

be made

available in

good time

in freely disposable

funds in USD, which

will be placed

at the free disposal

of the Fiscal

Agent on

behalf of the

Holders. If the

Scheduled Due

Date for any

payment (whether

respect

principal,

interest

otherwise)

respect

the

Notes

not

Payment

Business

Day,

then

the

Holders

will

not

entitled

payment

thereof

until

the

first

Payment

Business Day

following

the Scheduled

Due Date,

and

the Holders

will not

entitled to

any additional

sum in

relation to

such payment.

All payments

required

to be

made under

the Notes

(including,

for the

avoidance of

doubt, any

Additional Amounts)

shall

made

the

Holders

USD

without

collection

costs,

without

any

restrictions

and

whatever

the

circumstances

may

be,

irrespective

nationality,

domicile

residence

of the

relevant

Holder and

without

certification,

affidavit

or the

fulfilment of

any

other

formality;

provided

however

that,

the

case

Notes

represented

Definitive Certificates,

such Definitive Certificates

must be presented

and, in the

case of

redemption,

surrendered

the

Specified

Office

the

relevant

Paying

Agent

condition to receipt of any such payment.

(b)

The receipt

by the

Fiscal Agent

of the

due and

punctual payment

of funds

in USD

will

release the Issuer from its obligations under the Notes to the extent of such payment.

(c)

Subject to clause (d) of this Condition 10

(i)

the Issuer

reserves the

right to

terminate the

appointment of

any Agent,

as well

appoint

or,

after

any

such

appointment,

terminate

the

appointment

of,

one

other

paying

agents

carry

out

any

payment

other

similar

functions in respect

of the Notes (each,

a "

Paying Agent

"),

provided

that (A) so

long

any

Note

outstanding,

there

will

all

times

Fiscal

Agent,

Registrar,

Calculation

Agent

and

Settlement

Agent,

(B)

for

long

the

Notes

are

listed

the

SIX

Swiss

Exchange

and

then

required

the

regulations of the SIX Swiss

Exchange, the Issuer shall

maintain a Paying Agent

in Switzerland, which

agent shall have

an office in

Switzerland and be

a bank or

securities dealer subject

to supervision by

FINMA, to perform

the functions of

Swiss

paying

agent

(the

Swiss

Paying

Agent

"),

and

(C)

any

successor

Calculation

Agent

must

leading

bank

financial

institution

that

experienced in the calculations and determinations to be made by the Calculation

Agent; and

(ii)

if at any time the Fiscal Agent, the Registrar,

the Calculation Agent, or the Swiss

Paying Agent,

(A) becomes

incapable of

acting, or

(B) is

adjudged bankrupt

insolvent, or files a voluntary petition

in bankruptcy,

or makes an assignment for

the benefit

of its

creditors, or

consents to

the appointment

of a

receiver of

all or

any substantial part of its property, or admits in

writing its inability to pay or

meet

its

debts

they

mature,

order

any

court

entered

approving

any

petition filed

by or

against it

under the

provisions of

any applicable

bankruptcy

insolvency

law,

receiver

all

any

substantial

part

its

property is appointed, or if

any public officer takes charge or

control of it or

of its

10279448089-v20

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70-41069139

property

or affairs

for

the purpose

of rehabilitation,

conservation

or liquidation

(any

such event,

an "

Agent

Insolvency

Event

"),

then

the Issuer

will terminate

the appointment of such

Agent in accordance with

the Fiscal Agency Agreement

and appoint a successor Agent; and

(iii)

if at any time

the Calculation Agent fails

to (A) determine the Mid

Market Swap

Rate or

the

Reset Interest

Rate

duly

calculate

the

Reset Interest

Amount

for

any Reset Interest Period or the

interest amount payable on the Redemption

Date

(if

the

Notes

are

redeemed

pursuant

Condition

(

Redemption

and

Purchase

))

(B)

comply

with

any

other

requirement

relation

the

Notes,

then

the

Issuer

will

terminate

the

appointment

the

Calculation

Agent

accordance

with

the

Fiscal

Agency

Agreement

and

appoint

successor

Calculation

Agent;

provided

however

that,

the

Calculation

Agent

duly

calculates

such

Reset

Interest

Rate,

Reset

Interest

Amount

interest

amount payable on

the Redemption Date,

as the

case may be, prior to

its

termination

(and

the

appointment

its

successor)

taking

effect

accordance with

clause (d)

of this

Condition 10,

the Issuer

may elect,

its

sole

discretion

and

upon

notice

the

Holders

accordance

with

Condition 15

(

Notices

), to cancel such termination (and appointment).

(d)

Any

appointment

termination

appointment

of,

any

resignation

by,

any

Agent

(other than the Settlement Agent) may only take effect not more than 45 and not less than

days

after

the

Issuer

has

notified

the

Holders

such

appointment,

termination

resignation in accordance with

Condition 15 (

Notices

);

provided

however

, that, in

the case

the

termination

Agent

with

respect

which

Agent

Insolvency

Event

has

occurred, such termination

may take effect

prior to

the expiry of

such 30-day notice

period,

so long as a successor Agent has

been appointed to the extent required by the immediately

succeeding sentence.

Notwithstanding the foregoing,

any termination of

the appointment

of,

resignation

by,

the

Fiscal

Agent,

the

Registrar,

the

Swiss

Paying

Agent

the

Calculation

Agent

may

not take

effect

until the

Issuer has

appointed

a successor

Fiscal

Agent,

Registrar,

Swiss

Paying

Agent

Calculation

Agent,

applicable;

provided

however

, that,

if no

such successor

has been

appointed within

30 days

of the

scheduled

effectiveness

of such

termination

or resignation,

any

Holder (on

behalf

of itself

and all

others

similarly

situated)

or,

pursuant

and

accordance

with

the

Fiscal

Agency

Agreement, the

Fiscal Agent,

the Registrar,

any Paying

Agent or

the Calculation

Agent,

as the case may

be, may petition

any court of competent

jurisdiction for the

appointment

of a successor, at the expense of the Issuer.

(e)

Subject to

subclause (c)(i)

of this

Condition 10,

the Issuer

may appoint

or terminate

the

appointment of a Settlement

Agent, and a Settlement

Agent may resign, at

any time. The

Issuer

will

notify

the

Holders

any

such

appointment,

termination

resignation

accordance with Condition 15 (

Notices

11.

TAXATION

(a)

All payments to

be made by or

on behalf of the

Issuer in respect of

the Notes (including,

for

the

avoidance

doubt,

payments

Paying

Agent)

shall

made

without

withholding

deduction

for,

account

of,

any

present

future

taxes,

duties,

assessments

other

government

charges

any

nature

Taxes

imposed,

levied,

collected,

withheld

or assessed

by or

on behalf

of any

Tax

Jurisdiction

or any

political

subdivision thereof or any authority of or in

a Tax Jurisdiction or any political subdivision

thereof

having

the

power

impose,

levy,

collect,

withhold

assess

Taxes,

unless

withholding, deduction or accounting for such Taxes

is required by law.

(b)

In the

event that

any payment

to be

made by

or on

behalf of

the Issuer

in respect

of the

Notes (including,

for the

avoidance of

doubt, payments

by a

Paying Agent)

is subject

any withholding or deduction for,

or on account of, any Taxes

by requirement of law in a

Tax

Jurisdiction

(as

determined

the

relevant

tax

authority

such

Tax

Jurisdiction),

the

Issuer

shall

pay

such

additional

amounts

as will

result

the

Holders

receiving

the amounts

that they

would have

received in

respect of

the Notes

if no

such

withholding or deduction had been required ("

Additional Amounts

").

10279448089-v20

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(c)

Additional

Amounts

will

payable

pursuant

clause

(b)

this

Condition

relation to any Note:

(i)

if the relevant

Holder is liable

for such Taxes

on such Note

as a result

of having

some connection with the relevant Tax Jurisdiction other than its mere ownership

or possession of such Note or

the receipt of principal or

interest in respect thereof;

(ii)

if such Taxes are a result of such Note having been presented for payment (where

presentment is required) more than 30 days after the

Relevant Date, except to the

extent that the

Holder would have

been entitled to

receive the Additional

Amounts

if it had presented such Note for payment on the last day of the 30-day period; or

(iii)

with respect to

any Tax

collected pursuant to

Sections 1471 through

1474 of the

Internal

Revenue

Code,

amended

(the

Code

"),

the

regulations

promulgated

thereunder,

applicable

inter-governmental

agreements

with

the

United

States

Internal

Revenue

Service

entered

into

connection with

the implementation

of such

sections of

the Code,

or legislation

enacted by a

non-United States jurisdiction in

connection with the implementation

of such sections of the Code (FATCA);

(iv)

where

such

withholding

deduction

required

made

pursuant

laws

enacted

Switzerland

providing

for

the

taxation

payments

according

principles similar

to those laid

down in the

draft legislation of

the Swiss Federal

Council of 3 April 2020, or otherwise changing the Swiss federal withholding tax

system from

an issuer-based

system to

a paying

agent-based system

pursuant to

which

a Person

other than

the issuer

is required

to withhold

tax on

any interest

payments; or

(v)

the

extent

any

combination

subclauses

(i)

through

(iv)

this

clause

(c)

applies.

(d)

Any reference in these Terms

and Conditions to amounts payable

by the Issuer in respect

of the

Notes includes

(i) any

Additional

Amount payable

pursuant

to this

Condition

and (ii)

any sum payable

pursuant to an

obligation taken

in addition to

or in substitution

for the obligation in this Condition 11.

12.

STATUTE

OF LIMITATIONS

In accordance with Swiss law,

(a) claims for interest payments under the Notes will become time-

barred

after

the

five-year

period

and

(b)

claims

for

the

repayment

redemption

Notes

will

become time-barred after the 10-year period, in each case, commencing on the date on which such

payments, repayment or redemption become due and payable.

13.

EVENTS OF DEFAULT

(a)

any

the

following

events

occurs,

such

occurrence

will

constitute

Event

Default

(i)

the

Issuer

fails

pay

the

principal

amount

any

Note

and

when

the

same

becomes

due

and

payable

under

these

Terms

and

Conditions,

and

such

failure

continues unremedied for a period of 30 days; or

(ii)

the Issuer

fails to

pay

any interest

on the

Notes if

and when

the same

becomes

due

and

payable under

these Terms

and

Conditions,

and

such failure

continues

unremedied for a period of 30 days; or

(iii)

the Issuer fails to observe or perform any other covenant, condition, or agreement

contained in these Terms

and Conditions, and such failure

continues unremedied

for a period of 60 days after

written notice thereof from any Holder

to the Issuer;

10279448089-v20

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70-41069139

(iv)

a Bankruptcy Event;

provided

however

that,

notwithstanding

subclauses

(i)

(iv)

above,

neither

(A)

the

opening

Restructuring

Proceedings

with

respect

the

Issuer nor

(B) the

exercise

any

Swiss

Resolution

Power

with

respect

the

Issuer

during

any

such

Restructuring

Proceedings nor (C) the ordering of

any Protective Measures with respect

to the Issuer that

are

ordered

confirmed

upon

the

opening

during

any

such

Restructuring

Proceedings will constitute a default or an Event of Default.

(b)

Upon the

occurrence of

an Event

of Default

relating to

any failure

of the

Issuer to

meet

any

payment

obligation

under

these

Terms

and

Conditions

and

subject

Condition

(

Contingent Write-down

) and Condition 9 (

Conversion

), (i) such payment obligation (and

such payment

obligation

only) will

be immediately

deemed a

due

and payable

(

fällige

)

payment obligation of the Issuer,

and (ii) if

(A) the relevant Holder

has formally

requested payment of such

payment obligation, (B) such payment

obligation has

not been fulfilled

within the statutory

period under Swiss

law commencing after

the date

of such

formal request

and (C)

a writ

of payment

(

Zahlungsbefehl

) has

been issued

with respect

to such

payment obligation

pursuant to

the DEBA, the

relevant Holder

may institute

proceedings against

the Issuer

in Switzerland

(but

not

elsewhere)

enforce

its

rights

with

respect

such

payment

obligation

under the DEBA.

(c)

debt

collection

insolvency

proceeding

with

respect

the

Issuer

instituted

Switzerland in accordance with

clause (b) of this

Condition 13, the Issuer shall

not (i) after

having

received

the

writ

payment

(

Zahlungsbefehl

)

relating

the

relevant

payment

obligation,

argue

plead

that

such

payment

obligation

not

due

and

payable

the

Issuer,

or (ii)

prior to

the declaration

of bankruptcy

(or

similar proceeding

under Swiss

insolvency laws),

make any

payment to

the relevant

Holder under

or in

connection with

the Notes.

(d)

In the

case of

any Event

of Default

arising under

subclause (a)(iii)

of this

Condition 13

and subject

to Condition

8 (

Contingent Write

-down

) and

Condition 9

(

Conversion

), any

Holder may seek

specific performance or

damages with respect

to such Event

of Default

pursuant to the

Swiss Code if

so entitled thereunder. Any

such damage claim

of any Holder

will rank junior to the rights and claims of all holders of Senior Obligations.

(e)

In the

case of

any Event

of Default

arising under

subclause (a)(iv)

of this

Condition 13

and subject

to Condition

8 (

Contingent Write

-down

) and

Condition 9

(

Conversion

), any

Holder

may,

written

notice

the

Issuer,

declare

the

principal

amount

any

its

Notes,

together

with

any

accrued

and

unpaid

interest

thereon,

immediately

due

and

payable, without presentment, demand, protest or other notice of any kind.

(f)

remedy

against

the

Issuer

other

than

those

described

this

Condition

will

available to the Holders in connection with the Issuer's obligations under these Terms and

Conditions, whether for the recovery

of amounts owing under

these Terms and Conditions

or in respect of any breach by the Issuer

of any of its other obligations under these Terms

and Conditions or otherwise. In particular, no Holder may declare (i) the principal

amount

of any

Notes due

and payable

prior to

any Redemption

Date, or

(ii) any

interest on

any

Notes due and

payable prior to

the relevant Interest

Payment Date, except,

in the case

each of subclauses (i) and

(ii) of this

clause (f), pursuant to

clause (e) of this

Condition 13.

14.

MEETINGS OF HOLDERS; SUBSTITUTION AND AMENDMENT

(a)

Except as otherwise specified in this Condition 14, the provisions of bondholder meetings

contained

article

1157

seqq.

the

Swiss

Code

apply

relation

meetings

Holders.

(b)

If a Tax Event or a Regulatory Event has occurred, the Issuer may,

without the consent of

the Holders, either

substitute all, but

not some only, of

the Notes for, or

amend these Terms

and Conditions so that they remain or become, Compliant Securities,

provided

that:

10279448089-v20

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70-41069139

(i)

neither a Tax

Event nor a Regulatory Event

arises as a result of

such substitution

or amendment;

(ii)

FINMA has

approved

such substitution

or amendment

(if such

approval is

then

required under applicable Swiss laws and regulations);

(iii)

the Issuer has given the Holders not

less than 30 days' notice of

such substitution

amendment

accordance

with

Condition

(

Notices

which

notice

will,

subject

subclause (v)

of this

clause

(b), be

irrevocable, and

state the

date on

which

such

substitution

amendment

will

effective

(the

Substitution

Amendment Effective Date

");

(iv)

prior to the publication of any notice pursuant to subclause (iii) of this clause (b),

the

Issuer

shall

deliver

the

Fiscal

Agent

(A)

certificate

signed

the

Authorised

Signatories

stating

that

the

relevant

requirement

circumstance

giving

rise

the

right

substitute

amend

the

terms

the

Notes,

applicable,

pursuant

this

clause

(b)

satisfied

and

the

reasons

therefor

and

such

certificate

will

conclusive

and

binding

the

Holders,

and

(B)

opinion

independent

legal

advisers

recognised

standing

the

effect

that

circumstances entitling

the Issuer

to exercise

its right

to substitute

or amend

the

terms of the Notes, as applicable, pursuant to this clause (b) have arisen; and

(v)

no Trigger Event or Viability Event has occurred prior

to the relevant Substitution

or Amendment Effective Date.

connection

with any

substitution

or amendment

in accordance

with this

clause (b),

the

Issuer

shall

comply

with

the rules

any

stock

exchange

which

the

Notes

are

for

the

time being listed or admitted to trading.

(c)

In addition to its

rights under clause (b)

of this Condition 14,

the Issuer may,

without the

consent

the

Holders,

make

any

amendment

these

Terms

and

Conditions

that

considers

(i)

necessary

desirable

give

effect

(A)

any

Alternative

Benchmark

Rate

determined

accordance

with

clause

(c)

Condition

(

Interest

)

(including

any

Adjustment

Spread

determined

accordance

with

subclause

(v)(A)(2)

thereof

and

any

alternative

method

for

determining

the

Mid

Market

Swap

Rate if

such

Alternative

Benchmark

Rate

unavailable

the

relevant

Reset

Determination

Date

determined

in accordance

with subclause

(v)(A)(3)

thereof), and

any related

changes to

the definitions

of the

terms "Business

Day",

"Day Count

Fraction",

"Payment

Business

Day" and/or

"Reset Determination

Date" determined

to be necessary

in accordance

with

subclause

(v)(D)

thereof,

(B)

the

provisions

clause

(a)

Condition

(

Issuer

Substitution

)

(including,

without

limitation,

(x)

the

Substitute

Issuer

organised

and/or resident for tax purposes in a jurisdiction other than Switzerland,

any amendments

any

references

the

jurisdiction

"Switzerland"

contained

herein,

including,

without

limitation,

amendments

the

definition

the

term

"Bankruptcy

Event",

the

definition of the

term "Business Day", the

governing law of the

subordination provisions

set forth

Condition 4

(

Status and

Subordination

) and

the provisions

of Condition

(

Events

Default

and

(y)

any

amendments

reflect

UBS

Group

AG's

guarantee

described

subclause

(a)(iii)

Condition

(

Issuer

Substitution

)),

(C)

the

provisions

subclause

(e)(iii)

and/or

subclause

(e)(i)(B)

Condition

(

Conversion

or (ii)

formal, minor

or technical

in nature,

or (iii)

necessary to

correct a

manifest error,

or (iv) not materially prejudicial to the interests of the Holders

(d)

The Issuer shall notify the Holders of any amendments made pursuant to clause (c) of this

Condition 14 in accordance with Condition 15 (

Notices

), which notice shall state the date

on which such amendment will be effective.

(e)

Any

amendment

made

pursuant

this Condition

will be

binding

on the

Holders

accordance with its terms.

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70-41069139

15.

NOTICES

(a)

So long

as the

Notes are

listed on

the SIX

Swiss Exchange,

notices to

Holders shall

given by

the Issuer

(i) by means

of electronic

publication on

the internet

website of

SIX

Exchange Regulation Ltd (

https://www.ser-ag.com

), where notices are

as at the

Issue Date

published

under

the

address

https://www.ser-ag.com/en/resources/notifications

-market-

participants/official-notices.html#/

, or (ii) otherwise in accordance with the regulations of

the SIX Swiss Exchange. Any notice will be validly given on the date of such publication

or, if published more than once, on the date of the first such publication.

(b)

If the Notes are for any reason no longer listed

on the SIX Swiss Exchange:

(i)

if the Notes

are represented

by one or

more Global

Certificates deposited with

custodian for

DTC, notices

to Holders

shall only

be required

to be

given by

the

Issuer in accordance with clause (c) of this Condition 15; or

(ii)

if the

Global Certificate(s)

have been

exchanged for

Definitive Certificates,

the

Issuer shall send notices to

Holders by first class

mail at their respective addresses

as recorded in the

be validly given on the

fourth

Business Day after the date of such mailing.

(c)

So long as the Notes

are represented by one

or more Global Certificates deposited

with a

custodian for DTC, any notices

required to be given

by the Issuer to

the Holders hereunder

shall also be given to

the Indirect Holders through the

Fiscal Agent to DTC

for forwarding

to the

Indirect Holders.

Any such

notice will

be validly

given on

the date

of delivery

DTC in accordance with DTC's applicable procedures.

16.

ISSUER SUBSTITUTION

(a)

The

Issuer

(for purposes

this Condition

16,

the "

Current

Issuer

may,

without

the

consent of the Holders, substitute any

entity (whether or not such

entity is organised under

the

laws

Switzerland)

(such

substitute

entity,

the

Substitute

Issuer

for

itself

principal debtor

under the

Notes upon

giving no

more than

30 and

no less

than 10

days'

notice to the Holders in accordance with Condition 15 (

Notices

provided

that:

(i)

the

Substitute

Issuer

UBS

Group

or,

the

Substitute

Issuer

not

UBS

Group

AG,

(A)

exemption

exists

from

the

requirement

the

Substitute Issuer

as an

investment company

under the

US Investment

Company

Act, and (B) at least

95 per cent. of the Substitute

Issuer's capital and voting rights

are held, directly or indirectly,

by UBS Group AG;

(ii)

the

Current

Issuer

is not

in default

respect of

any

amount

payable

under

the

Notes at the time of such substitution;

(iii)

if the

Substitute Issuer

is not

UBS Group

AG, UBS

Group AG

has irrevocably

and

unconditionally

guaranteed

the

Holders,

pursuant

article

111

the

Swiss

Code

and

subordinated

basis

corresponding

mutatis

mutandis

Condition

(

Status

and

Subordination

(A)

the

due

and

punctual

payment

principal

and

interest

and

all

other

amounts

due

and

payable

the

Substitute

Issuer

under,

or in

respect

of, the

Notes

upon receipt

of the

written

request

for

payment

of the

relevant amount,

and (B)

upon the

occurrence of

a Conversion,

the

due

delivery

the

Ordinary

required

delivered

pursuant

Condition 9 (

Conversion

), and on the terms whereby

subclause (iii) of Condition

5(i)

(

Cancellation

interest;

prohibited

interest

subclause

(d)(ii)(C)

Condition

(

Conversion

Condition

(

Taxation

Condition

(

Events

Default

) and Condition

21 (

No Set-off by

Holders

) apply to

UBS Group AG

and

its

obligations

under

such

guarantee

either

making

the

necessary

consequential

amendments

such

Conditions

including

such

Conditions

applicable to UBS Group

AG and to its obligations

under such guarantee in such

guarantee itself, as applicable;

(iv)

the Current Issuer and the Substitute Issuer (A) have entered into such documents

(the "

Substitution Documents

") as are necessary to give effect to such

10279448089-v20

117

70-41069139

substitution

and

pursuant

which

the

Substitute

Issuer

has

(x)

undertaken

favour of each Holder to be

bound by these Terms and Conditions as the principal

debtor

(on

subordinated

basis

corresponding

Condition

(

Status

and

Subordination

)) under

the Notes

in place

of the

Current Issuer

and (y)

assumed

the

obligations

the

Current Issuer

under

the Fiscal

Agency

Agreement,

and

(B)

procure

that all

action,

conditions

and

things required

be taken,

fulfilled

and done (including, without limitation, the obtaining

of any necessary consents)

ensure

that

the

Substitution

Documents

represent

valid,

legally

binding

and

enforceable

obligations

the

Substitute

Issuer

have

been

taken,

fulfilled

and

done and are in full force and effect;

(v)

the

Substitute

Issuer

resident

for

tax

purposes

jurisdiction

(the

New

Residence

") other than that in which the

Current Issuer prior to such substitution

was

resident

for

tax

purposes

(the

Former

Residence

"),

the

Substitution

Documents

contain

undertaking

the

Substitute

Issuer

and/or

such

other

provisions as

may be

necessary to

ensure that

each Holder

has the

benefit of

undertaking in terms

corresponding to the

provisions of Condition

11 (

Taxation

)

in relation to the payment of

all amounts due and payable

under, or in

respect of,

the Notes and in

relation to the guarantee

referred to in subclause

(iii) above, with,

in the

case of

the Notes

but not

such guarantee,

the substitution

of references

the Former Residence with

references to the New

Residence, and an undertaking

by the Substitute Issuer to indemnify each Holder against any Tax that is imposed

it by

(or

by any

authority in

or of)

the New

Residence and,

if different,

the

jurisdiction

of the

Substitute

Issuer's organisation

with

respect

to any

Note and

that would not have been

so imposed had the substitution not

been made, as well

as against any Tax,

and any cost or expense, relating to such substitution;

(vi)

the

Substitute

Issuer

not

UBS

Group

AG,

FINMA

has

approved

such

substitution

(if

such

approval

is then

required

under

applicable Swiss

laws

and

regulations),

and

the

Current

Issuer

and

the

Substitute

Issuer

have

obtained

all

other

necessary

governmental

and

other

approvals

and

consents

for

such

substitution

and

for

the

performance

the

Substitute

Issuer

its

obligations

under the Substitution Documents;

(vii)

the

Substitute

Issuer

not

organised

under

the

laws

Switzerland,

the

Substitute

Issuer

has

appointed

process

agent

its

agent

Switzerland

receive service of process on its

behalf in relation to any legal proceedings arising

out of or in connection with the Notes; and

(viii)

such substitution does not give rise to a

Tax Event or a Regulatory Event.

(b)

Upon any substitution pursuant to clause (a) of this Condition

16, (i) the Substitute Issuer

will succeed

to, and

be substituted

for,

and may

exercise

every right

and power

of, the

Current Issuer

under the

Notes with

the same

effect as

if the

Substitute Issuer

had been

named as Issuer in these

Terms and Conditions, and (ii) the Current Issuer will be

released

from its obligations under the Notes.

(c)

After

giving

effect

any

substitution

pursuant

clause (a)

this

Condition 16,

(i)

references

the

"Issuer"

the

Notes

and

these

Terms

and

Conditions

will

references to the Substitute

Issuer, and (ii)

references to the "Tax

Jurisdiction" in the Notes

and these Terms

and Conditions will

be read and

construed as including

the jurisdiction of

establishment

the

Substitute

Issuer

and,

different,

the

jurisdiction

which

the

Substitute Issuer

is resident

for tax

purposes instead

of or

in addition

to (as

the case

may

be) references to the jurisdiction of establishment of the Issuer and Switzerland.

17.

CONSOLIDATION, MERGER OR SALE

The

Issuer

will

not

consolidate

with,

merge

with

into,

sell,

convey,

transfer

otherwise

dispose

all

substantially

all

its

property

and

assets

(as

entirety

substantially

entirety in one transaction or a series of related transactions)

to, any Person (other than with, into or

to any Person of which at least 95 per cent. of such Person's capital and voting rights are

held,

10279448089-v20

118

70-41069139

directly or indirectly, by

the Issuer) or permit any Person to merge with or into the Issuer unless

(a) the Issuer

will be the

continuing Person, or

(b) the Person

formed by such

consolidation or into

which the Issuer is merged or that acquired such property and assets of the Issuer expressly assumes

in writing (or,

in the case of

an acquisition of property

and assets, guarantees) all

of the obligations

of the Issuer under the Notes.

18.

FURTHER ISSUES

The

Issuer

may

from

time

without

the

consent

the

Holders

issue

further

notes

and,

provided

that such notes have the

same terms and conditions

as the Notes in all

respects (or in all

respects except for the issue date and/or first

date on which interest is paid), such further notes

will

be consolidated and form a single series with the Notes. If the

Issuer issues any such further notes

pursuant to

this Condition

18, references

in these

Terms

and Conditions

to "

Notes

" include

such

further notes, unless the context otherwise requires.

19.

CURRENCY INDEMNITY

Any amount received or

recovered by any Holder

in a currency other

than USD (whether

as a result

of, or of

the enforcement of,

a judgment or order

of a court of

any jurisdiction, in

the insolvency,

winding-up

dissolution

the

Issuer

otherwise)

under

the

Notes

will

only

constitute

discharge

of the

Issuer to

the extent

of the

amount in

USD that

such Holder

is able

to purchase

with

the

amount

received or

recovered

such other

currency

the date

such receipt

recovery (or,

if it is

not practicable

to purchase

USD with such

amount on

such date,

on the first

date on which it is practicable to do so). If the amount of USD that

such Holder is able to purchase

less

than

the

amount

owed

the

Issuer

such

Holder

under

the

Notes,

the

Issuer

shall

indemnify

such

Holder

against

any

loss

sustained

result.

addition,

the

Issuer

shall

indemnify such Holder

for the costs of

making such purchase.

For purposes of

this Condition 19,

sufficient

for

the

relevant

Holder

demonstrate

that

it would

have

suffered

loss had

actual purchase been made.

The indemnities under this Condition

19 will (a) constitute a

separate

and independent obligation from the Issuer's

other obligations hereunder, (b) give rise to a separate

and independent

cause of

action, (c)

apply irrespective

of any

indulgence granted

by any

Holder

and

(d) continue

in full

force and

effect

despite any

other

judgment, order,

claim or

proof for

liquidated amount in respect of any amount due under the Notes or any other judgment or order.

20.

RULE 144A INFORMATION

If at

any time

the Issuer

is neither

a reporting

company under

Section 13

or Section

15(d) of

the

US Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under

the US Exchange

Act, the

Issuer will

comply

with any

applicable requirements

of Rule

144A(d)(4)

under the

Securities Act in relation to the Notes.

21.

NO SET-OFF

BY HOLDERS

Subject

applicable

law,

each

Holder

and

Indirect

Holder,

acceptance

any

direct

beneficial interest in a Note, agrees that it will not, and waives its right to, exercise, claim or plead

any right of set-off, compensation or retention with respect to any amount owed

to it by the Issuer

in respect of, or arising in connection with, the Notes.

22.

GOVERNING LAW

AND JURISDICTION

(a)

The

Notes

and

all

non-contractual

obligations

arising

out

connection

with

the

Notes are governed by and construed in accordance with the laws of Switzerland.

(b)

The courts of the

Canton of Zurich (venue

being the City of Zurich)

shall have exclusive

jurisdiction to

settle any

disputes that

may arise

out of

or in

connection with

the Notes,

including any non-contractual obligation arising out of or in connection

with the Notes.

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UBS (UBS) 20-F2023 FY Annual report (foreign)

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