Bond UBS SA 0% ( CH0486864421 ) in USD

UBS SA

100 % ▲

Switzerland

CH0486864421 ( in USD )

07/08/2020 - Bond has expired

Prospectus brochure of the bond UBS AG CH0486864421 in USD 0%, expired

UBS AG is a Swiss multinational financial services company providing investment banking, wealth management, and asset management services globally.

The Bond issued by UBS SA ( Switzerland ) , in USD, with the ISIN code CH0486864421, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/08/2020

BASE PROSPECTUS
UBS AG
(acting through its London Branch and its Jersey Branch)
(LEI: BFM8T61CT2L1QCEMIK50)
Warrant Programme
Any Warrants (as defined below) issued on or after the date of this Base Prospectus are subject to the provisions
described herein. This does not affect any Warrants issued before the date of this Base Prospectus.
Under the terms of its Warrant Programme (the "Programme"), UBS AG (the "Issuer"), acting through either
its London Branch or its Jersey Branch, may from time to time issue warrants ("Warrants") of any kind
including, but not limited to, Warrants relating to a specified index or a basket of indices ("Index Warrants"), a
specified share or a basket of shares ("Share Warrants"), a specified debt instrument or a basket of debt
instruments ("Debt Warrants"), a specified currency or a basket of currencies ("Currency Warrants"), a
specified notional credit derivative transaction ("Credit-Linked Warrants"), or a specified commodity or a
basket of commodities ("Commodity Warrants"). Each issue of Warrants will be issued on the terms set out
herein which are relevant to such Warrants under "Terms and Conditions of the Warrants" (the "Conditions")
and on such additional or other terms as will be set out in a document called final terms (the "Final Terms") or
in a separate prospectus (the "Drawdown Prospectus") as described under "Final Terms and Drawdown
Prospectuses" below. In the case of a series of Warrants which is the subject of a Drawdown Prospectus, each
reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be
read and construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus unless the context requires otherwise.
The Issuer has a right of substitution and a right to change the branch through which it is acting, subject as
provided in Condition 13.
Each Final Terms will specify with respect to the issue of Warrants to which it relates, the specific designation
of the Warrants, the aggregate number and type of the Warrants, the date of issue of the Warrants, the issue
price, the exercise price, the underlying asset, index or other item(s) to which the Warrants relate, the exercise
period or date and certain other terms relating to the offering and sale of the Warrants. The Final Terms relating
to an issue of Warrants (or, as the case may be, the relevant parts of the Drawdown Prospectus) will be attached
to, or endorsed upon, the Global Warrant or each Definitive Warrant, as the case may be, (in each case as
defined below) representing such Warrants. The Final Terms complete the Conditions and may specify other
terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions,
complete, replace or modify the Conditions.
Each issue of Warrants will entitle the holder thereof (the "Warrantholder") (on due exercise and subject,
where appropriate, to certification as to non-U.S. beneficial ownership and that the person exercising the
Warrants is outside the United States within the meaning of Regulation S (as defined below)) either to receive a
cash amount (if any) calculated in accordance with the relevant terms or to receive physical delivery of the
underlying assets (provided, however, that when the underlying assets are securities, such securities will be
"freely tradable" (as defined in Condition 4(E)) against payment of a specified sum, all as set forth herein and in
the applicable Final Terms.
Prospective purchasers of Warrants should ensure that they understand the nature of the relevant
Warrants and the extent of their exposure to risks and that they consider the suitability of the relevant
Warrants as an investment in the light of their own circumstances and financial condition. Warrants
involve a high degree of risk, including the risk of their expiring worthless. Potential investors should be
prepared to sustain a total loss of the purchase price of their Warrants. See "Risks relating to the
Warrants" starting on page 18.
This Base Prospectus comprises a base prospectus for the purposes of Part IV of the Luxembourg Act dated 16
July 2019 relating to prospectuses for securities (the "Prospectus Law"). This Base Prospectus has been
approved by the Luxembourg Stock Exchange, which is the Luxembourg competent authority for the purposes
of the Prospectus Law for the approval of this Base Prospectus. Application has been made for Warrants issued
under the Programme to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF market (the
"Euro MTF market") (the Euro MTF market is not a regulated market pursuant to the provisions of Directive
2014/65/EU (as amended "MiFID II") but is subject to the supervision of the Luxembourg financial sector and
1

stock exchange regulator, the Commission de Surveillance du Secteur Financier (the "CSSF")) and listed on the
Official List of the Luxembourg Stock Exchange. The Programme also permits Warrants to be issued on the
basis that they will be admitted to listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as may be determined by the Issuer, or to be issued on the
basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock
exchange and/or quotation system. The applicable Final Terms will specify whether or not Warrants are to be
admitted to listing on the Official List and to trading on the Euro MTF market and/or admitted to listing, trading
and/or quotation by any other or further competent authorities, stock exchanges and/or quotation systems.
The Warrants and, where applicable and unless otherwise stated in the relevant Final Terms, the Entitlement (as
defined herein) to be delivered upon the exercise of the Warrants, have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities Act"). The Warrants do not
constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options
thereon) subject to the U.S. Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"),
and trading in the Warrants has not been approved by the U.S. Commodity Futures Trading Commission (the
"CFTC") under the Commodity Exchange Act. Warrants may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, (a) a "U.S. person" as defined in Regulation S under the
Securities Act ("Regulation S"), (b) a "U.S. person" as defined in the Interpretive Guidance and Policy
Statement Regarding Compliance with Certain Swap Regulations promulgated by the CFTC pursuant to the
Commodity Exchange Act, or (c) a person other than a "Non-United States person" as defined in CFTC Rule
4.7, in each case, as such definition may be amended, modified or supplemented from time to time (each such
person, a "U.S. person"), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act or the securities laws of any state or other jurisdiction of the
United States. In addition, certain issues of Warrants may not at any time be offered, sold or delivered in the
United States or to, or for the account or benefit of, U.S. persons, nor may any U.S. persons at any time trade or
maintain a position in such Warrants. The Issuer may however arrange for the offer and sale of certain issues of
Warrants within the United States to persons reasonably believed to be qualified institutional buyers (each a
"QIB") within the meaning of Rule 144A ("Rule 144A") under the Securities Act in reliance on the exemption
provided by Rule 144A. The Issuer may also arrange for the offer and sale of certain issues of Warrants within
the United States to persons reasonably believed to be accredited investors (as defined in Rule 501(a) under the
Securities Act) ("Accredited Investors") under restrictions and other circumstances reasonably designed to
preclude a distribution that would require registration of Warrants under the Securities Act in reliance upon the
exemptions provided by Section 4(a)(2) of the Securities Act ("Section 4(a)(2)") or Regulation D under the
Securities Act ("Regulation D"). Each purchaser of Warrants being offered within the United States is hereby
notified that the offer and sale of such Warrants is being made in reliance upon an exemption from the
registration requirements of the Securities Act and one or more exemptions and/or exclusions from regulation
under the Commodity Exchange Act. In certain circumstances, exercise of Warrants will be conditional upon
certification as to non U.S. beneficial ownership and that the person exercising the Warrants is not a U.S. person
(as defined herein) (each such person, a "non-U.S. person"). Each purchaser who is a QIB or an Accredited
Investor and is purchasing Warrants being offered pursuant to an exemption under the Securities Act will be
required to make certain acknowledgments, representations and agreements. See "Terms and Conditions of
Warrants."
Warrants sold in the United States will, unless otherwise specified in the relevant Final Terms, be sold through
UBS Securities LLC, a registered broker dealer.
Warrants sold exclusively outside the United States in offshore transactions to persons that are not U.S. persons
in reliance on Regulation S will be in registered form and may be represented by a global warrant (a
"Regulation S Global Warrant") or a permanent global warrant (a "Permanent Global Warrant") both of
which will be issued and deposited with, and registered in the name of, a common depositary (or its nominee) on
behalf of Clearstream Banking S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear")
on the date of issue of the relevant Warrants.
In the event that an issue of Warrants is eligible for sale in the United States to QIBs pursuant to Rule 144A, any
such Warrants sold to QIBs in the United States will be in registered form and represented by one or more
global warrants which will be issued and deposited: (1) with U.S. Bank Trust National Association, as the New
York Warrant Agent as Custodian (as defined in "Terms and Conditions of the Warrants") for, and in the name
of a nominee of, The Depository Trust Company ("DTC") or (2) with and registered in the name of a Common
Depository (as defined in "Terms and Conditions of the Warrants") (or its nominee) on behalf of Clearstream,
Luxembourg and Euroclear (each a "Rule 144A Global Warrant").
2

In the event that an issue of Warrants is eligible for sale in the United States in reliance on the exemption
provided by Section 4(a)(2) or Regulation D, any such Warrants sold to Accredited Investors in the United
States will be issued and registered in definitive form (each a "Private Placement Definitive Warrant").
Warrants eligible for sale in the United States to QIBs pursuant to Rule 144A and to persons that are not U.S.
persons in reliance on Regulation S will be in registered form and may be represented by a single global warrant
which will be deposited with, and registered in the name of, a common depository (or its nominee) on behalf of
Clearstream, Luxembourg and Euroclear (each a "Unified Global Warrant").
Warrants do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery
(or options thereon) subject to the Commodity Exchange Act, and trading in Warrants has not been approved by
the CFTC pursuant to the Commodity Exchange Act. Any representation to the contrary is a criminal offence in
the United States.
Warrants, to the extent specified in the relevant Final Terms, will be made eligible for Euroclear UK & Ireland
Limited ("CREST") via the CREST Depositary Interest mechanism.
A Regulation S Global Warrant, Permanent Global Warrant, Rule 144A Global Warrant or Unified Global
Warrant will be exchangeable in whole, but not in part, for Warrants in definitive form only in the limited
circumstances described in the Regulation S Global Warrant, Permanent Global Warrant, Rule 144A Global
Warrant or Unified Global Warrant, respectively.
Dated 28 July 2023
This Base Prospectus replaces and supersedes the base prospectus dated 29 July 2022.
3

The Issuer accepts responsibility for the information contained in this Base Prospectus. The Issuer
declares that, having taken all reasonable care to ensure that such is the case, the information contained
in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import. The Issuer confirms that where information has been sourced from a
third party such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by the relevant third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading. The Issuer, having made all
reasonable enquiries, confirms that this document contains all information with respect to UBS Group
AG, itself and its respective subsidiaries (the "Group") taken as a whole and the Warrants that is
material in the context of the issue and offering of the Warrants, the statements contained in it relating to
the Issuer and the Group are in every material particular true and accurate and not misleading, the
opinions and intentions expressed in this Base Prospectus with regard to the Issuer and the Group are
honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, there are no other facts in relation to the Issuer, the Group or the Warrants the
omission of which would, in the context of the issue and offering of the Warrants, make any statement in
this Base Prospectus misleading in any material respect and all reasonable enquiries have been made by
the Issuer to ascertain such facts and verify the accuracy of all such information and statements.
The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the Issuer
for the information relating to the underlying asset, index or other item(s) to which the Warrants relate
which is contained in such Final Terms. However, unless otherwise expressly stated in the applicable
Final Terms, any information contained therein relating to the underlying asset, index or other item(s) to
which the Warrants relate will only consist of extracts from, or summaries of, information contained in
financial and other information released publicly by the issuer, owner or sponsor, as the case may be, of
such asset, index or other item(s). Unless otherwise expressly stated in the applicable Final Terms, the
Issuer accepts responsibility for accurately reproducing such extracts or summaries (insofar as it is
applicable) but does not accept any further or other responsibility in respect of such information.
No person is authorised to give any information or to make any representation not contained in or not
consistent with this document or any other information supplied in connection with the Programme and,
if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer or any manager of an issue of Warrants (as applicable to such issue of Warrants, each a
"Manager"). This document does not constitute, and may not be used for the purposes 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 offer or solicitation and, with the exception of the approval by
the Luxembourg Stock Exchange of this Base Prospectus as a base prospectus issued in compliance with
the Prospectus Law, no action is being taken to permit an offering of the Warrants or the distribution of
this document in any jurisdiction where any such action is required.
This document is to be read and construed in conjunction with any supplement hereto, with any Final
Terms and with all information which is deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference" on page 44).
This Base Prospectus has been prepared on the basis that any offer of Warrants in (i) any Member State
of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation
or (ii) in the United Kingdom will be made pursuant to an exemption under the UK Prospectus
Regulation, from the requirement to publish a prospectus for offers of Warrants. Accordingly, any
person making or intending to make an offer in that Member State or the United Kingdom (as the case
may be) of Warrants which are the subject of an offering contemplated in this Base Prospectus as
completed by Final Terms or a Drawdown Prospectus in relation to the offer of those Warrants may only
do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or the UK Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or the UK Prospectus
Regulation, in each case, in relation to such offer. Neither the Issuer nor any Manager have authorised,
nor do they authorise, the making of any offer of Warrants in circumstances in which an obligation arises
for the Issuer or any Manager to publish or supplement a prospectus for such offer. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 and the expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA").The Warrants create options
exercisable by the relevant Warrantholder. There is no obligation upon any Warrantholder to exercise
4

such Warrants nor, in the absence of such exercise, any obligation on the Issuer to pay any amount or
deliver any asset to any Warrantholder. The Warrants will be exercisable in the manner set forth herein
and in the applicable Final Terms. Upon exercise, the Warrantholder may be required to certify (in
accordance with the provisions outlined in "Offering and Sale" below) that (i) it is not a U.S. person, that
it is not exercising such Warrant on behalf of a person that is a U.S. person and that the person exercising
the Warrants is outside the United States (within the meaning of Regulation S). Prior to or upon transfer
or exchange of a Warrant, the Warrantholder may, in certain circumstances, be required to certify that
the transfer or exchange, as the case may be, is being made (i) outside the United States to a non-U.S.
person or (ii) to a person whom the transferor or exchanger reasonably believes is a QIB or an Accredited
Investor who acquired the right to such transfer or exchange in a transaction exempt from the
registration requirements of the Securities Act. The proposed transferee may also be required to deliver
an investor representation letter as a condition precedent to such proposed transfer or exchange.
Warrants may be issued to one or more Managers on a syndicated basis. Hedging transactions involving
Physical Delivery Warrants (as defined herein) may not be conducted unless in compliance with the
Securities Act.
The Warrants of each issue may be sold by the Issuer and/or any Manager at such time and at such prices
as the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager to
sell all of the Warrants of any issue. The Warrants of any issue may be offered or sold from time to time
in one or more transactions in the over the counter market or otherwise at prevailing market prices or in
negotiated transactions, at the discretion of the Issuer and/or the Manager(s), as the case may be.
The Issuer shall have complete discretion as to what type of Warrants it issues and when.
No Manager has separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by any Manager
as to the accuracy or completeness of the information contained in this Base Prospectus or any other
information provided by the Issuer. No Manager accepts any liability in relation to the information
contained in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any Manager that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme should purchase any Warrants. Each investor
contemplating purchasing any Warrants should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. No representation is
made to any offeree or purchaser of any Warrants regarding the legality of an investment therein by such
offeree or purchaser under any applicable legal, investment or similar laws or regulations. The contents
of this Base Prospectus are not to be construed as legal, business or tax advice. Each prospective investor
should consult his or her attorney or business and tax advisor as to legal, business and tax advice.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
constitutes an offer or an invitation by or on behalf of the Issuer or any Manager or any other person to
subscribe for or to purchase any Warrants.
The Issuer has not investigated, and does not have access to information that would permit it to ascertain,
whether any company which has issued equity, debt or other instruments to which any Warrants relate is
a passive foreign investment company, United States real property holding company or controlled foreign
corporation for U.S. tax purposes. Prospective investors in any Warrants that are U.S. taxpayers should
consult their own advisers concerning U.S. tax considerations relevant to an investment in such
Warrants.
In connection with any issue of Warrants or otherwise, the Issuer and/or any of its subsidiaries may
acquire and/or maintain positions in the underlying assets(s) relating to such Warrants but neither the
Issuer nor any of its subsidiaries will have any obligation to acquire or maintain any such position.
This Base Prospectus does not constitute an offer, or invitation by or on behalf of the Issuer or any
Manager to subscribe for or purchase any Warrants. The delivery of this Base Prospectus does not at any
time imply that the information contained herein concerning the Issuer is correct at any time subsequent
to the date hereof or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date indicated in the document containing the same. No Manager
5

undertakes to review the financial condition or affairs of the Issuer during the life of the Programme.
Investors should review, inter alia, the most recently published annual report of the Issuer and, if
published later, the most recently published quarterly report of the Issuer, when deciding whether or not
to purchase any Warrants.
The distribution of this Base Prospectus and the offering of Warrants in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer
and each Manager to inform themselves about and to observe any such restrictions. For a description of
certain further restrictions on offers and sales of the Warrants and on the distribution of this Base
Prospectus, see "Offering and Sale" below.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms (or Drawdown Prospectus, as the case
may be) in respect of any Warrants includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Warrants 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 European Economic Area
("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;
(ii)
a customer within the meaning of the Directive 2016/97/EU (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.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPS
Regulation") for offering or selling the Warrants or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Warrants or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms (or Drawdown Prospectus, as the case
may be) in respect of any Warrants includes a legend entitled "Prohibition of Sales to UK Retail
Investors", Warrants 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 "retained EU law", as defined in the EUWA;
(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 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 "retained EU law", as defined in
the EUWA; or
(iii)
(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of "retained EU law", as defined in the EUWA.
Consequently no key information document required by the PRIIPs Regulation as it forms part of
"retained EU law", as defined in the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Warrants or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Warrants or otherwise making them available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.
Amounts payable under the Warrants may be calculated by reference to certain reference rates. Any
such reference rate may constitute a benchmark for the purposes of EU Benchmark Regulation (EU)
2016/1011 (the "EU BMR") and the EU BMR as it forms part of domestic law in the United Kingdom by
virtue of the EUWA (the "UK BMR") (together, the "Benchmark Regulation"). If any such reference rate
does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is
provided by an administrator included in (i) 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 EU BMR or (ii) the register of administrators and
6

benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to Article
36 of the UK BMR. Transitional provisions in the Benchmark Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the relevant 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 Final Terms to reflect any change in the
registration status of the administrator.
EEA MiFID II product governance / target market The Final Terms in respect of any Warrants may
include a legend entitled "EEA MiFID II product governance" which will outline the target market
assessment in respect of the Warrants and which channels for distribution of the Warrants are
appropriate. Any person subsequently offering, selling or recommending the Warrants (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 Warrants (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Warrants may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Warrants and which channels for distribution of the Warrants are
appropriate. Any person subsequently offering, selling or recommending the Warrants (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the
Warrants (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
The Warrants are not bank deposits: An investment in the Warrants carries risks which are very
different from the risk profile of a bank deposit placed with UBS AG or its affiliates. The Warrants have
different yield, liquidity and risk profiles and would not benefit from any protection provided to deposits.
In this Base Prospectus, references to "Swiss Francs" and "CHF" are to the lawful currency of
Switzerland, references to "USD", "U.S. Dollars" and "U.S.$" are to the lawful currency of the United
States of America, references to "euro" "EUR" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended and references to "Japanese Yen" are to the lawful currency of Japan.
U.S. INFORMATION
This Base Prospectus is being submitted in the United States to a limited number of QIBs and Accredited
Investors only for informational use solely in connection with the consideration of the purchase of the
Warrants being offered hereby. Its use for any other purpose in the United States is not authorised. It
may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is originally submitted.
Warrants in registered form may be offered or sold within the United States only to QIBs or Accredited
Investors in transactions exempt from registration under the Securities Act and any the securities laws of
any state or other jurisdiction of the United States. Each U.S. purchaser of Warrants is hereby notified
that the offer and sale of any Warrants to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A and one or more exemptions
and/or exclusions from regulation under the Commodity Exchange Act.
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Warrants being offered, including the merits and risks involved. None of the Warrants has
been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or any
other securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Base Prospectus. Any representation to the contrary is unlawful.
7

CONTENTS
SUMMARY ........................................................................................................................................................... 9
DOCUMENTATION OF THE WARRANTS ..................................................................................................... 16
RISK FACTORS .................................................................................................................................................. 17
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 43
FORM OF FINAL TERMS .................................................................................................................................. 46
FORM OF FINAL TERMS FOR CREDIT-LINKED WARRANTS .................................................................. 60
TERMS AND CONDITIONS OF THE WARRANTS ........................................................................................ 71
SCHEDULE TO THE TERMS AND CONDITIONS: CREDIT PRODUCT ANNEX .................................... 115
USE OF PROCEEDS ......................................................................................................................................... 137
DESCRIPTION OF UBS AG ............................................................................................................................. 138
BOOK ENTRY CLEARANCE SYSTEMS ....................................................................................................... 150
NOTICE TO PURCHASERS AND HOLDERS OF WARRANTS AND TRANSFER RESTRICTIONS ...... 153
TAXATION ....................................................................................................................................................... 165
CERTAIN ERISA CONSIDERATIONS ........................................................................................................... 169
OFFERING AND SALE .................................................................................................................................... 170
GENERAL INFORMATION ............................................................................................................................. 174
8

SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Warrants should be based on a consideration of the Base Prospectus as a whole, including the information
incorporated by reference. Where a claim relating to the information contained in this Base Prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the Warrants" below or elsewhere in this Base
Prospectus have the same meanings in this summary.
UBS AG with its subsidiaries (together, "UBS AG consolidated", or "UBS AG Group"; together with UBS
Group AG, which is the holding company of UBS AG, and its subsidiaries, "UBS Group", "Group", "UBS" or
"UBS Group AG consolidated") provides financial advice and solutions to private, institutional and corporate
clients worldwide, as well as private clients in Switzerland. The operational structure of the Group is comprised
of the Group Functions and four business divisions: Global Wealth Management, Personal & Corporate
Banking, Asset Management and the Investment Bank.
On 31 March 2023, UBS Group's common equity tier 1 ("CET1") capital ratio was 13.9%, the CET1 leverage
ratio was 4.40%, and the total loss-absorbing capacity ratio was 34.3%.1 On the same date, invested assets stood
at USD 4,160 billion, equity attributable to shareholders was USD 56,754 million and market capitalisation was
USD 64,322 million. On the same date, UBS employed 73,814 people.2
On 31 March 2023, UBS AG consolidated CET1 capital ratio was 13.3%, the CET1 leverage ratio was 4.20%,
and the total loss-absorbing capacity ratio was 33.5%.1 On the same date, invested assets stood at USD 4,160
billion and equity attributable to UBS AG shareholders was USD 58,386 million. On the same date, UBS AG
Group employed 48,105 people.2
The rating agencies S&P Global Ratings Europe Limited ("S&P"), Moody's Investors Service Ltd.("Moody's"),
and Fitch Ratings Ireland Limited ("Fitch") have published solicited credit ratings reflecting their assessment of
the creditworthiness of UBS AG, i.e. its ability to fulfil in a timely manner payment obligations, such as
principal or interest payments on long-term loans, also known as debt servicing. The ratings from Fitch and S&P
may be attributed a plus or minus sign, and those from Moody's a number. These supplementary attributes
indicate the relative position within the respective rating class.
UBS AG has a long-term counterparty credit rating of A+ from S&P, long-term senior debt rating of Aa3 from
Moody's, and long-term issuer default rating of A+ from Fitch.
An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating
agencies base their ratings on such material and information, and such of their own investigations, studies and
assumptions, as they deem appropriate. The ratings of UBS AG should be evaluated independently from similar
ratings of other entities, and from the rating, if any, of its securities. A credit rating is not a recommendation to
buy, sell or hold securities issued or guaranteed by the rated entity and may be subject to review, revision,
suspension, reduction or withdrawal at any time by the assigning rating agency. Moody's is established in the
UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the UK by virtue of
the EUWA (the "UK CRA Regulation") and currently appears on the list of credit rating agencies registered or
certified with the Financial Conduct Authority published on its website www.fca.org.uk/firms/credit-rating-
agencies. Ratings given by Moody's are endorsed by Moody's Deutschland GmbH, which is established in the
EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation") and
currently appears on the list of credit ratings agencies published by ESMA on its website www.esma.europa.eu
in accordance with the EU CRA Regulation. S&P and Fitch are established in the European Union and
registered under the EU CRA Regulation and currently appear on the list of credit ratings agencies published by
ESMA on its website in accordance with the EU CRA Regulation. Ratings given by S&P and Fitch are endorsed
by Standard & Poor's Global Ratings UK Limited and Fitch Ratings Ltd, respectively, which are established in
1 All figures based on the Swiss systemically relevant bank framework. Refer to the "Capital management"
section of the Annual Report 2022 for more information.
2 Full-time equivalents.
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the UK and registered under the UK CRA Regulation and currently appear on the list of credit rating agencies
registered or certified with the FCA published on its website.
No profit forecasts or estimates are included in this document.
No recent events particular to UBS AG have occurred which are to a material extent relevant to the evaluation
of UBS AG's solvency.
Issuer:
UBS AG acting through its London Branch or its
Jersey Branch as specified in the applicable
Final Terms.
European Registrar:
Citibank Europe plc, Germany Branch
New York Registrar:
U.S. Bank Trust National Association
Principal Warrant Agent:
UBS AG acting through its London Branch
New York Warrant Agent:
U.S. Bank Trust National Association
Trustee for Jersey Law Warrants:
The Law Debenture Trust Corporation p.l.c.
Managers:
UBS AG and UBS Europe SE
U.S. Manager:
UBS Securities LLC
Jersey Manager
UBS AG, Jersey Branch
The Warrants:
Warrants issued under the Programme may be of
any kind including Credit-Linked Warrants,
Index Warrants, Share Warrants, Debt Warrants,
Currency Warrants or Commodity Warrants.
However Debt Warrants relating to one or more
debt instruments in bearer form may not be
issued under the Programme as Physical
Delivery Warrants. Also Debt Warrants may not
be issued under the Programme where their
terms have the effect of passing to the
Warrantholders the economic consequences of
holding debt instruments in bearer form.
Admission to Listing, Trading and/or
Application has been made for Warrants issued
Quotation:
under the Programme to be admitted to trading
on the Euro MTF market and listed on the
Official List of the Luxembourg Stock
Exchange. The Programme also permits
Warrants to be issued on the basis that they will
be admitted to listing, trading and/or quotation
by such other or further competent authorities,
stock exchanges and/or quotation systems as
may be determined by the Issuer or to be issued
on the basis that they will not be admitted to
listing, trading and/or quotation by any
competent authority, stock exchange and/or
quotation system.
Final Terms or Drawdown Prospectus:
Warrants issued under the Programme may be
issued either (1) pursuant to this Base Prospectus
and associated Final Terms or (2) pursuant to a
Drawdown Prospectus prepared in connection
with a particular series of Warrants.
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