Obligation UBS SA 2.3% ( XS2343548330 ) en EUR

UBS SA

100 % ▼

Suisse

XS2343548330 ( en EUR )

2.3% par an ( paiement annuel )

21/05/2024 - Obligation échue

Prospectus brochure de l'obligation UBS AG XS2343548330 en EUR 2.3%, échue

25 000 EUR

600 000 EUR

UBS AG est une banque mondiale offrant des services de gestion de fortune, d'investissement bancaire et de marchés financiers à une clientèle privée, institutionnelle et d'entreprises.

L'Obligation émise par UBS SA ( Suisse ) , en EUR, avec le code ISIN XS2343548330, paye un coupon de 2.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/05/2024

Dated 26 May 2022
______________________________________________________________________________

UBS AG
(incorporated with limited liability in Switzerland)
Euro Note Programme
______________________________________________________________________________
Arranger
UBS INVESTMENT BANK

Under this Euro Note Programme (the "Programme"), UBS AG (the "Issuer") (acting through its head
offices in Basel and Zurich ("UBS Head Office") or its London branch ("UBS AG London Branch"),
Jersey branch ("UBS AG Jersey Branch"), Australian branch ("UBS AG Australia Branch"), Hong Kong
branch ("UBS AG Hong Kong Branch"), or any of its other branches outside Switzerland as it may from
time to time determine (each a "Branch")) may from time to time issue notes (the "Notes") denominated
in any currency agreed between the Issuer and the relevant Dealer (as defined below). The Issuer together
with its subsidiaries is referred to herein as "UBS AG (consolidated)" or "UBS AG Group"; UBS Group
AG, which is the holding company of the Issuer, the Issuer and the subsidiaries of both companies are
referred to herein as "UBS", "UBS Group", "UBS Group AG (consolidated)" or the "Group".
This base prospectus (the "Base Prospectus") has been approved by the Central Bank of Ireland (the
"Central Bank"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus
Regulation"), as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of
giving information with regard to the Notes issued under the Programme described in this Base Prospectus
during the period of 12 months after the date hereof (such approval, the "Central Bank Approval"). The
Central Bank has only approved this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be
considered as an endorsement of the Issuer nor as an endorsement of the quality of the Notes that are the
subject of the Base Prospectus. Investors should make their own assessment as to the suitability of investing
in the Notes. Such approval relates only to Notes issued under the Programme within 12 months after the
date hereof and which are to be admitted to trading on the regulated market (the "Regulated Market") of
the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") or other regulated markets
for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in
financial instruments (as amended, "MiFID II") or which are to be offered to the public in any member
state of the European Economic Area (the "EEA"). There can be no assurance that any such admission to
trading will be obtained. Application has been made to Euronext Dublin for Notes issued under the
Programme during the 12 months from the date of this Base Prospectus to be admitted to the official list
and trading on the Regulated Market.
Application will be made to list the Notes issued under the Programme on the official list of the
Luxembourg Stock Exchange and for Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange (Bourse de Luxembourg). The Central Bank has been requested to provide
the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF") (in its capacity as
Luxembourg's competent authority for the purposes of the Prospectus Regulation) with a certificate of
approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.
Application has been made to Euronext Dublin for the approval of this document as Base Listing Particulars
(the "Base Listing Particulars"). Application has been made to Euronext Dublin for Notes issued under
the Programme during the 12 months from the date of this Base Listing Particulars to be admitted to the
official list and to trading on the global exchange market (the "Global Exchange Market") which is the
exchange regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for
the purposes of MiFID II.
In addition, application will be made to list the Notes issued under the Programme on the Luxembourg
Stock Exchange's Euro MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a
"regulated market" for the purposes of MiFID II.
It is expected that this Base Prospectus (together with any supplements hereto), together with evidence of
the Central Bank Approval, will be filed with SIX Exchange Regulation Ltd as a review body within the
meaning of article 52 of the Swiss Financial Services Act of 15 June 2018, as amended (the "FinSA", and
SIX Exchange Regulation Ltd as a review body, the "Swiss Review Body"), for automatic recognition as
an approved base prospectus (within the meaning of article 45 of the FinSA) in accordance with article
54(2) of the FinSA. In connection with any such filing, such Swiss Review Body will not review or approve
this Base Prospectus (as so supplemented) or any subsequently published supplements hereto. Once this
Base Prospectus (together with any supplements hereto) has been so filed and published in accordance with
the FinSA, this Base Prospectus (together with any supplements hereto published from time to time, which
supplements, once approved by the Central Bank, will be filed with the Swiss Review Body and published
in accordance with the FinSA) may be used, subject to any other applicable requirements under the FinSA
or the Swiss Financial Services Ordinance of 6 November 2019, as amended (the "FinSO"), for any public
offering of Notes in Switzerland and/or application for the admission to trading of Notes on the SIX Swiss
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Exchange or any other trading venue (exchange or multilateral trading facility) in Switzerland. In such case,
the relevant Final Terms (as defined below) will be filed with the Swiss Review Body and published in
accordance with the FinSA. The Final Terms for any such Notes will not be reviewed or approved by such
Swiss Review Body. The Central Bank is not the competent authority and will neither approve nor review
the Final Terms in respect of such Notes.
For each issue of Notes under the Programme which will require a prospectus under the Prospectus
Regulation, final terms which contain the information required to complete this Base Prospectus for the
relevant issue (each a "Final Terms"), or a separate prospectus specific to such issue of Notes (each a
"Drawdown Prospectus"), will be prepared.
For each issue of Notes which will not require a prospectus under the Prospectus Regulation, the relevant
pricing supplement specific to such issue of Notes will be prepared using one of the two forms contained
in this Base Prospectus (see "Pro Forma Pricing Supplement" and "Pro Forma Alternative Pricing
Supplement" below), as elected by the Issuer (each a "Pricing Supplement"). In the case of a Tranche of
Notes which is the subject of a Drawdown Prospectus or a Pricing Supplement, each reference herein to
information being specified or identified in the relevant Final Terms shal be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus or Pricing
Supplement, unless the context requires otherwise.
Application has been made to the Central Bank for certificates of approval under Article 25 of the
Prospectus Regulation as implemented in Ireland to be issued by the Central Bank to the competent
authorities in Austria, France, Germany, Luxembourg, the Netherlands and Spain.
In addition to the applications already described above, the Issuer may, on or after the date of this Base
Prospectus, make applications for one or more further certificates of approval under Article 25 of the
Prospectus Regulation as implemented in Ireland to be issued by the Central Bank to the competent
authority in any other Member State.
The Issuer has confirmed to the dealers (the "Dealers") named under "Selling Restrictions" that this Base
Prospectus and/or Base Listing Particulars contains all necessary information with regard to it and its
subsidiaries which is (in the context of the Programme or the issue, offering and sale of the Notes) material
to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial
position and prospects of itself and its subsidiaries of the rights attached to such Notes and the reasons for
the issuance of such Notes and the impact of such issuance on itself, as required by the Prospectus
Regulation.
The Issuer has also confirmed to the Dealers that such information is true and accurate in all material
respects and not misleading; (ii) there are no other facts in relation to the information contained or
incorporated by reference in this Base Prospectus/Base Listing Particulars the omission of which would, in
the context of the issue of the Notes, make any statement in this Base Prospectus/Base Listing Particulars
(as applicable) misleading in any material respect; and (iii) all reasonable enquiries have been made to
verify the foregoing.
The Issuer confirms that any information from third party sources has been accurately reproduced and that,
so far as it is aware and is able to ascertain from information published by such third party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
The Issuer accepts responsibility for the information contained in this Base Prospectus/Base Listing
Particulars. To the best of the knowledge of the Issuer the information contained in this Base
Prospectus/Base Listing Particulars is in accordance with the facts and does not omit anything likely to
affect the import of such information.
UBS AG is both acting as the Issuer and acting as Dealers (through UBS AG and UBS AG London
Branch) under the Programme. UBS Europe SE and UBS Securities LLC are whol y owned
subsidiaries of UBS AG and are acting as Dealers under the Programme. Consequently, UBS AG as
the Issuer is a "related issuer" of UBS AG, UBS AG London Branch, UBS Europe SE and UBS
Securities LLC within the meaning of the Canadian National Instrument 33-105 Underwriting
Conflicts in connection with a distribution of the Notes in which such entity is acting as a Dealer. The
determination of the terms of the distribution will be negotiated between the Issuer and the relevant Dealers
at the time of an issuance of Notes under the Programme.
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UBS AG Australia Branch is regulated as a foreign authorised deposit-taking institution ("Foreign ADI")
for the purposes of the Banking Act of Australia 1959 ("Australian Banking Act"). The depositor
protection provisions of Division 2 of Part II of the Australian Banking Act do not apply to the Issuer
(including UBS AG Australia Branch). The Notes are neither "protected accounts" nor "deposit liabilities"
within the meaning of the Australian Banking Act. However, under section 11F of the Australian Banking
Act, if the Issuer (whether in or outside Australia) suspends payment or becomes unable to meet its
obligations, the assets of the Issuer in Australia are to be available to meet its liabilities in Australia
(including where those liabilities are in respect of the Notes) in priority to all other liabilities of the Issuer.
Further, under section 86 of the Reserve Bank Act 1959 of Australia, debts due by the Issuer to the Reserve
Bank of Australia shall in a winding-up of the Issuer have priority over all other debts of the Issuer.
On 5 March 2018, the Financial Sector Legislation Amendment (Crisis Resolution Powers and Other
Measures) Act 2018 of Australia (the "Crisis Management Act") came into effect. The Crisis Management
Act amends the Australian Banking Act (among other statutes applicable to financial institutions in
Australia) and is intended to enhance the powers of the Australian Prudential Regulation Authority
("APRA"). Specifically, the Crisis Management Act enhances APRA's powers to facilitate the orderly
resolution of the entities it regulates, including Foreign ADIs, in times of distress.
Under the Australian Banking Act as amended by the Crisis Management Act, APRA may appoint a
Banking Act statutory manager (as defined in the Australian Banking Act) to a Foreign ADI (of which UBS
AG Australia Branch is one) in certain circumstances, including where APRA considers that the Foreign
ADI may become unable to meet its obligations or may suspend payment and where certain steps have been
taken to appoint an external administrator (or similar) in respect of the Foreign ADI in a foreign country.
APRA's powers to appoint a Banking Act statutory manager do not apply to the business of a Foreign ADI
(other than the Australian business assets and liabilities) or the management of the Foreign ADI to the
extent that the management relates to such business of the foreign ADI.
WARNING: The contents of this document have not been reviewed by any regulatory authority in
Hong Kong. Investors are advised to exercise caution in relation to any offer of Notes. If an investor
is in any doubt about any of the contents of this document, the investor should obtain independent
professional advice.
BENCHMARK REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the relevant
Final Terms will indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the
Benchmark Regulation. Transitional provisions in the Benchmark Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators and
benchmarks at the date of the Final Terms. The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not
intend to update the relevant Final Terms to reflect any change in the registration status of the administrator.
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES
Certain Tranches of Notes with a denomination of less than EUR100,000 (or its equivalent in any other
currency) may, subject as provided below, be offered in any Member State (as defined herein) in
circumstances where there is no exemption from the obligation under the Prospectus Regulation to publish
a prospectus. Any such offer is referred to in this Base Prospectus as a "Public Offer".
This Base Prospectus has been prepared on a basis that permits Public Offers of Notes in Ireland, Austria,
France, Germany, Luxembourg, the Netherlands and Spain (each a "Public Offer Jurisdiction" and
together, the "Public Offer Jurisdictions"). Any person making or intending to make a Public Offer of
Notes on the basis of this Base Prospectus must do so only with the Issuer's consent - see "Consent given
in accordance with Article 5.1 of the Prospectus Regulation" below.
If, after the date of this Base Prospectus the Issuer intends to add one or more Member States to the list of
Public Offer Jurisdictions for any purpose, the Issuer will prepare a supplement to this Base Prospectus
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specifying such Member State(s) and any relevant additional information required by the Prospectus
Regulation. Such supplement will also set out provisions relating to the consent of the Issuer to the use of
this Base Prospectus in connection with any Public Offer in any such additional Public Offer Jurisdiction.
Consent given in accordance with Article 5.1 of the Prospectus Regulation
In the context of any Public Offer of Notes in a Public Offer Jurisdiction, the Issuer accepts responsibility,
in that Public Offer Jurisdiction, for the content of this Base Prospectus in relation to any person (an
"Investor") who purchases any Notes in that Public Offer Jurisdiction made by a Dealer or an Authorised
Offeror (as defined below), where that offer is made during the Offer Period (as defined below).
Except in the circumstances described below, the Issuer has not authorised the making of any offer by any
offeror and the Issuer has not consented to the use of this Base Prospectus by any other person in connection
with any offer of Notes in any jurisdiction. Any offer made without the consent of the Issuer is unauthorised
and neither the Issuer nor, for the avoidance of doubt, any of the Dealers accepts any responsibility or
liability in relation to such offer or for the actions of the persons making any such unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised
Offeror, the Investor should check with such person whether anyone is responsible for this Base
Prospectus for the purpose of the relevant Public Offer and, if so, who that person is. If an Investor is in
any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents,
the Investor should take legal advice.
Consent
The Issuer consents and (in connection with subparagraph (b)(i) below) offers to grant its consent, to the
use of this Base Prospectus (as supplemented at the relevant time, if applicable) in connection with any
Public Offer of a Tranche of Notes in the Public Offer Jurisdictions specified in the relevant Final Terms
during the Offer Period specified in the relevant Final Terms by:
(a)
Specific consent
(i)
the Manager(s) specified in the relevant Final Terms;
(ii)
any financial intermediaries specified in the relevant Final Terms;
(iii)
any other financial intermediary appointed after the date of the relevant Final Terms and
whose name is published on the website of Euronext Dublin
(https://live.euronext.com/en/markets/dublin) by way of announcement and identified as
an Authorised Offeror in respect of the relevant Public Offer; and
(b)
General consent
(i)
if General Consent is specified in the relevant Final Terms as applicable, any other
financial intermediary which (a) is authorised to make such offers under MiFID II; and (b)
accepts such offer by publishing on its website the following statement (with the
information in square brackets duly completed with the relevant information) (the
"Acceptance Statement"):
"We, [specify name of financial intermediary], refer to the offer of [specify title of the
Notes] (the "Notes") described in the Final Terms dated [specify date] (the "Final
Terms") published by [ISSUER] (the "Issuer"). In consideration of the Issuer offering to
grant its consent to our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in [specify Member State(s)] during the Offer Period
in accordance with the Authorised Offeror Terms (as specified in the Base Prospectus),
we accept the offer by the Issuer. We confirm that we are authorised under MiFID II to
make, and are using the Base Prospectus in connection with, the Public Offer accordingly.
Terms used herein and otherwise not defined shall have the same meaning as given to
such terms in the Base Prospectus."
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Any financial intermediary falling within subparagraph (b)(i) above who wishes to use this Base
Prospectus in connection with a Public Offer as set out above is required, for the duration of the relevant
Offer Period, to publish on its website the Acceptance Statement.
The consent referred to above relates to Offer Periods occurring within 12 months from the date of this
Base Prospectus.
Common conditions to consent
The conditions to the consent of the Issuer are (in addition to the conditions described in either subparagraph
(a) or subparagraph (b) under "Consent" above) that such consent:
(a)
is only valid in respect of the relevant Tranche of Notes;
(b)
is only valid during the Offer Period specified in the relevant Final Terms; and
(c)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of
Notes in such of the Public Offer Jurisdictions as are specified in the relevant Final Terms.
Authorised Offerors
The financial intermediaries referred to in subparagraphs (a)(ii) and (iii) and (b)(i) above are together
referred to herein as the "Authorised Offerors".
Arrangements between an Investor and the Authorised Offeror who will distribute the Notes
Neither the Issuer nor, for the avoidance of doubt, any of the Managers has any responsibility for any of
the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable
conduct of business rules or other local regulatory requirements or other securities law requirements in
relation to such offer.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and
offers and sales of the Notes to such Investor by an Authorised Offeror will be made, in accordance with
any terms and other arrangements in place between that Authorised Offeror and such Investor including
as to price, allocations and settlement arrangements (the "Terms and Conditions of the Public Offer").
The Issuer will not be a party to any such arrangements with such Investor and, accordingly, this Base
Prospectus does not, and any Final Terms will not, contain such information. The Terms and Conditions
of the Public Offer shall be provided to such Investor by that Authorised Offeror at the time the offer is
made. None of the Issuer or, for the avoidance of doubt, any of the Managers or other Authorised
Offerors has any responsibility or liability for such information.
UNAUTHORISED INFORMATION
The Issuer has not authorised the making of any representation, or the provision of information, regarding
the Issuer or the Notes other than as contained in this Base Prospectus/Base Listing Particulars or the
relevant Final Terms or as approved for such purpose by the Issuer. Any such representation or information
should not be relied upon as having been authorised by the Issuer, the Dealers or any of them.
Neither this Base Prospectus/Base Listing Particulars nor any other information supplied in connection with
the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or constituting an invitation or offer by the Issuer or any of the
Dealers, that any recipient of this Base Prospectus/Base Listing Particulars or any other information
supplied in connection with the Programme or any Notes, should subscribe for or purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus/Base Listing Particulars nor any other information supplied in connection with the Programme
or the issue of any Notes constitutes an offer by or on behalf of the Issuer or any of the Dealers to any
person to subscribe for or to purchase any Notes.
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RESTRICTIONS ON DISTRIBUTION
The distribution of this Base Prospectus/Base Listing Particulars and any Final Terms and the offer, sale
and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Base Prospectus/Base Listing Particulars comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution of this Base Prospectus/Base Listing Particulars or any
Final Terms and other offering material relating to the Notes, see "Selling Restrictions" and the relevant
Final Terms. Neither this Base Prospectus/Base Listing Particulars nor any Final Terms may be used for
the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
This Base Prospectus/Base Listing Particulars has not been, nor will be, lodged with the Australian
Securities and Investments Commission and is not a 'prospectus' or other 'disclosure document' for the
purposes of the Corporations Act.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction
of the United States, and may include Notes in bearer or uncertificated form that are subject to United States
tax law requirements. Accordingly, Notes may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
The Notes are being offered and sold (A) in registered form in the United States to "qualified institutional
buyers" ("QIBs") only (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on
Rule 144A and/or (B) in registered, bearer or uncertificated form outside the United States to non-U.S.
persons only (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on
Regulation S, provided that Notes eligible for sale in the United States to QIBs and to persons that are not
U.S. persons in reliance on Regulation S will be in registered form and will initially be represented by a
single unified global note (a "Unified Global Note"). Prospective purchasers are hereby notified that sellers
of the Notes may be relying on the exemption from the provisions of section 5 of the Securities Act provided
by Rule 144A. See "Selling Restrictions".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE OFFERING OF THE NOTES OR THE ACCURACY OR ADEQUACY OF THIS
BASE PROSPECTUS/BASE LISTING PARTICULARS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
For as long as any of the Notes remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, the Issuer has agreed that it will, during any period in which it is
neither subject to the reporting requirements of Section 13 or 15(d) of the United States Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, furnish, upon request, to any person in whose name such restricted securities are registered, to
any owner of a beneficial interest in such restricted securities, and to any prospective purchaser of such
restricted securities or beneficial interest therein designated by any such person or beneficial owner, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
IMPORTANT EEA RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
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Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
The Final Terms, or elsewhere as deemed appropriate, in respect of any Notes may include a legend entitled
"MiFID II product governance", which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
PRODUCT GOVERNANCE UNDER UK MIFIR / TARGET MARKET
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the UK Financial Conduct Authority (the "FCA") Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
UK MIFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance",
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any distributor should take into consideration the target market assessment;
however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE
The relevant Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Notes pursuant to
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section 309B(1) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as modified
or amended from time to time, the "SFA"). The Issuer will make a determination and provide the
appropriate written notification to "relevant persons" in relation to each issue about the classification of the
Notes being offered for the purposes of section 309B(1)(a) and section 309B(1)(c) of the SFA.
IMPORTANT NOTES ARE NOT BANK DEPOSITS
The Notes are not bank deposits: An investment in the Notes carries risks which are very different from
the risk profile of a bank deposit placed with UBS or its affiliates. The Notes may have different yield,
liquidity and risk profiles and would not benefit from any protection provided to deposits.
SUITABILITY OF INVESTMENT
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference in this Base Prospectus/Base Listing Particulars or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the currency in which such investor's financial
activities are principally denominated;
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks; and
(v)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets. For example:

a potential investor should not invest in Notes which are complex financial instruments
unless it has the expertise (either alone or with the assistance of a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of such Notes and the impact this investment will have on the potential investor's
overall investment portfolio;

an investment in Fixed Rate Notes involves the risk that, if market interest rates
subsequently increase above the relevant rate paid on the Fixed Rate Notes, this will
adversely affect the value of the Fixed Rate Notes;

the market values of securities issued at a substantial discount or premium to their nominal
amount tend to fluctuate more in relation to general changes in interest rates than do prices
for conventional interest-bearing securities; and

if the interest or redemption amount of a Tranche of Notes is linked to an index, formula
or other variable (each a "Relevant Factor") or may be paid in one or more currencies
which may be different from the currency in which the Notes are denominated, potential
investors in such Notes should be aware of the following and that there is a risk that any
investor may lose the value of their entire investment or part of it:
(i)
the market price of such Notes may be volatile;
(ii)
they may receive no interest;
(iii)
payment of principal or interest may occur at a different time or in a different
currency than expected;
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(iv)
the amount of principal payable at redemption may be less than the nominal
amount of such Notes or even zero;
(v)
a Relevant Factor may be subject to significant fluctuations that may not correlate
with changes in interest rates, currencies or other indices;
(vi)
if a Relevant Factor is applied to Notes in conjunction with a multiplier greater
than one or contains some other leverage factor, the effect of changes in the
Relevant Factor on principal or interest payable is likely to be magnified; and
(vii)
the timing of changes in a Relevant Factor may affect the actual yield to investors,
even if the average level is consistent with their expectations. In general, the
earlier the change in the Relevant Factor, the greater the effect on yield.
NOTES ISSUED AS GREEN BONDS
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as Green Bonds (as defined below in "Use of Proceeds") or makes any representation
or warranty or assurance whether such Notes will meet any investor expectations or requirements regarding
any "green", "sustainable", "social" or similar labels. None of the Dealers is responsible for the use of
proceeds for any Notes issued as Green Bonds, or the impact or monitoring of such use of proceeds. No
representation or assurance is given by the Dealers as to the suitability or reliability of any opinion or
certification of any third party made available in connection with an issue of Notes issued as Green Bonds,
nor is any such opinion or certification a recommendation by any Dealer to buy, sell or hold any such Notes.
In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers that such listing or admission will be obtained or
maintained for the lifetime of the Notes.
DEFINITIONS
All references in this Base Prospectus to:

"Australia" are to the Commonwealth of Australia;

"Australian dollars", "AUD" and "A$" are to the currency of Australia;

"China" and the "PRC" are to the People's Republic of China and for geographical reference only
(unless otherwise stated) exclude Taiwan, Macau and Hong Kong;

the "EU" are to the European Union;

"euro" and "" are to the currency introduced at the start of the third stage of European economic
and monetary union, and as defined in Article 2 of the Council Regulation (EC) No 974/98 of 3
May 1998 on the introduction of the euro as amended;

"HK$" and "Hong Kong dollars" are to the currency of Hong Kong;

"Hong Kong" are to the Hong Kong Special Administrative Region of the PRC;

"Japanese Yen" and "JPY" are to the currency of Japan;

a "Member State" are to a Member State of the EEA;

"Pound sterling" and "GBP" are to the currency of the United Kingdom;

the "Prospectus Regulation" are to Regulation (EU) 2017/1129, and include any relevant
implementing measure in the Member State;

"Renminbi", "Chinese Yuan" and "CNY" are to the currency of the PRC;

"Singapore" are to the Republic of Singapore;
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