Bond UBSL 0% ( US90281G1397 ) in USD

UBSL

100 % ▲

Switzerland

US90281G1397 ( in USD )

31/01/2022 - Bond has expired

Prospectus brochure of the bond UBS (London Branch) US90281G1397 in USD 0%, expired

1 000 USD

4 391 000 USD

90281G139

N/A

UBS London Branch operates as a significant subsidiary of UBS Group AG, providing a wide range of investment banking, wealth management, and asset management services to clients in the UK and internationally.

UBS (London Branch) USD 0% bond (ISIN: US90281G1397, CUSIP: 90281G139), issued in Switzerland with a total issuance size of 4,391,000 USD and a minimum trading size of 1,000 USD, matured on January 31, 2022, at 100% of face value and has been redeemed.

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424B2 1 ub54626289-424b2.htm PS - JANUARY 28 SPX CAPPED BUFFER GEARS WMA (US90281G1397) UBSWM287
PRICING SUPPLEMENT

Dated January 28, 2020
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-225551
(To Prospectus dated October 31, 2018,
Index Supplement dated October 31, 2018
and Product Supplement dated October 31, 2018)

UBS AG $4,390,900 Capped Buffer GEARS
Linked to the S&P 500® Index due January 31, 2022
Investment Description
UBS AG Capped Buffer GEARS (the "Securities") are unsubordinated, unsecured debt securities issued by UBS AG ("UBS" or the "issuer") linked to the
performance of the S&P 500® Index (the "underlying asset"). The amount you receive at maturity wil be based on the direction and percentage change in
the level of the underlying asset from the trade date to the final valuation date (the "underlying return") and whether the closing level of the underlying
asset on the final valuation date (the "final level") is less than the downside threshold. If the underlying return is positive, at maturity, UBS wil pay you a
cash payment per Security equal to the principal amount plus a percentage return equal to the lesser of (a) the underlying return multiplied by the upside
gearing and (b) the maximum gain. If the underlying return is zero or negative and the final level is equal to or greater than the downside threshold, at
maturity UBS wil pay you a cash payment per Security equal to the principal amount. If, however, the final level is less than the downside threshold, UBS
wil pay you a cash payment per Security that is less than the principal amount, resulting in a percentage loss on your initial investment equal to the
percentage that the final level is less than the initial level in excess of the buffer and, in extreme situations, you could lose almost al of your initial
investment. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or almost all of your
initial investment. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities,
including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations you may not
receive any amounts owed to you under the Securities and you could lose all of your initial investment.
Features
Key Dates
q Enhanced Exposure to Positive Underlying Return up to the
Trade Date*
January 28, 2020
Maximum Gain: At maturity, the Securities provide exposure to any
Settlement Date*
January 31, 2020
positive underlying return multiplied by the upside gearing, up to the
Final Valuation Date**
January 26, 2022
maximum gain.
Maturity Date**
January 31, 2022
q Contingent Repayment of Principal at Maturity with Potential for

Buffered Downside Market Exposure: If the underlying return is
*
We expect to deliver the Securities against payment on the third
zero or negative and the final level is equal to or greater than the
business day fol owing the trade date. Under Rule 15c6-1 of the
downside threshold, at maturity, UBS wil pay you a cash payment per
Securities Exchange Act of 1934, as amended, trades in the
Security equal to the principal amount. If, however, the underlying
secondary market general y are required to settle in two business
return is negative and the final level is less than the downside
days (T+2), unless the parties to a trade expressly agree otherwise.
threshold, UBS wil pay you a cash payment per Security that is less
Accordingly, purchasers who wish to trade the Securities in the
than the principal amount, resulting in a percentage loss on your initial
secondary market on any date prior to two business days before
investment equal to the percentage that the final level is less than the
delivery of the Securities wil be required, by virtue of the fact that
initial level in excess of the buffer and, in extreme situations, you
each Security initial y wil settle in three business days (T+3), to
could lose almost al of your initial investment. The contingent
specify alternative settlement arrangements to prevent a failed
repayment of principal applies only if you hold the Securities to
settlement of the secondary market trade.
maturity. Any payment on the Securities, including any repayment of
** Subject to postponement in the event of a market disruption event,
principal, is subject to the creditworthiness of UBS.
as described in the accompanying product supplement.
Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay
the principal amount of the Securities at maturity, and the Securities have downside market risk similar to that of an investment in the
underlying asset subject to the buffer. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS. You
should not purchase the Securities if you do not understand or are not comfortable with the significant risks involved in investing in the
Securities.
You should carefully consider the risks described under "Key Risks" beginning on page 3 and under "Risk Factors" beginning on page PS-9
of the accompanying product supplement before purchasing any Securities. Events relating to any of those risks, or other risks and
uncertainties, could adversely affect the market value of, and the return on your Securities. You may lose some or almost all of your initial
investment in the Securities. The Securities will not be listed or displayed on any securities exchange or any electronic communications
network.
Security Offering
These terms relate to the Securities. The return on the Securities is subject to, and wil not exceed, the "maximum gain" or the corresponding "maximum
payment at maturity per Security". The Securities are offered at a minimum investment of $1,000, or 100 Securities at $10 per Security, and integral
multiples of $10 in excess thereof.

Maximum
Payment at
Maturity
Underlying
Bloomberg Maximum
per
Upside
Initial
Asset
Ticker
Gain
Security
Gearing
Level
Downside Threshold
Buffer
CUSIP
ISIN
S&P 500® Index
SPX
13.30%
$11.33
2.0
3,276.24
2,948.62, which is 90% of the
10% 90281G139US90281G1397
Initial Level
The estimated initial value of the Securities as of the trade date is $9.773. The estimated initial value of the Securities was determined as of the close of
the relevant markets on the date hereof by reference to UBS' internal pricing models, inclusive of the internal funding rate. For more information about
secondary market offers and the estimated initial value of the Securities, see "Key Risks -- Fair value considerations" and "Key Risks -- Limited or no
secondary market and secondary market price considerations" on pages 3 and 4 herein.
See "Additional Information about UBS and the Securities" on page i . The Securities wil have the terms specified in the accompanying product
supplement relating to the Securities, dated October 31, 2018, the accompanying prospectus and this document.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this document, the accompanying product supplement, the index supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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The Securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Offering of Securities
Issue Price to Public
Underwriting Discount
Proceeds to UBS AG

Total
Per Security
Total
Per Security
Total
Per Security
Securities linked to the S&P 500® Index
$4,390,900.00
$10.00
$87,818.00
$0.20
$4,303,082.00
$9.80

UBS Financial Services Inc.
UBS Investment Bank

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Additional Information about UBS and the Securities
UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the Securities and an
index supplement for various securities we may offer, including the Securities), with the Securities and Exchange Commission (the
"SEC"), for the Securities to which this document relates. Before you invest, you should read these documents and any other documents
relating to the Securities that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain
these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC
website is 0001114446.
You may access these documents on the SEC website at www.sec.gov as follows:
¨ Market-Linked Securities product supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002085/ub47016353-424b2.htm
¨ Index supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002083/ub46174419-424b2.htm
¨ Prospectus dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
References to "UBS," "we," "our" and "us" refer only to UBS AG and not to its consolidated subsidiaries and references to "Securities"
refer to the Capped GEARS that are offered hereby, unless the context otherwise requires. Also, references to the "accompanying
product supplement" mean the UBS product supplement, dated October 31, 2018, references to the "index supplement" mean the UBS
index supplement, dated October 31, 2018 and references to the "accompanying prospectus" mean the UBS prospectus titled "Debt
Securities and Warrants," dated October 31, 2018.
This document, together with the documents listed above, contains the terms of the Securities and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including all other prior pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider,
among other things, the matters set forth in "Key Risks" herein and in "Risk Factors" beginning on page PS-9 of the accompanying
product supplement, as the Securities involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisors before deciding to invest in the Securities.
If there is any inconsistency between the terms of the Securities described in the accompanying prospectus, the index supplement, the
accompanying product supplement and this document, the following hierarchy will govern: first, this document; second, the
accompanying product supplement; third, the index supplement and last, the accompanying prospectus.
UBS reserves the right to change the terms of, or reject any offer to purchase, the Securities prior to their issuance. In the event of any
changes to the terms of the Securities, UBS will notify you and you will be asked to accept such changes in connection with your
purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.

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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:
¨
You fully understand the risks inherent in an investment in
¨
You do not fully understand the risks inherent in an
the Securities, including the risk of loss of almost all of your
investment in the Securities, including the risk of loss of
initial investment.
almost all of your initial investment.
¨
You can tolerate a loss of some or almost all of your initial
¨
You require an investment designed to provide a full return
investment and are willing to make an investment that has
of principal at maturity.
downside market risk similar to that of an investment in the
underlying asset or the stocks comprising the underlying
¨
You cannot tolerate a loss of some or almost all of your initial
asset ("underlying equity constituents"), subject to the buffer.
investment or are unwilling to make an investment that has
downside market risk similar to that of an investment in the
¨
You believe that the level of the underlying asset will
underlying asset or the underlying equity constituents,
appreciate over the term of the Securities and that the
subject to the buffer.
percentage of appreciation, when multiplied by the upside
gearing, is unlikely to exceed the maximum gain indicated
¨
You believe that the level of the underlying asset will decline
on the cover hereof.
during the term of the Securities and is likely to be less than
the downside threshold on the final valuation date, or you
¨
You understand and accept that your potential return is
believe that the level of the underlying asset will appreciate
limited to the maximum gain and you are willing to invest in
over the term of the Securities by more than the maximum
the Securities based on the maximum gain indicated on the
gain indicated on the cover hereof.
cover hereof.
¨
You seek an investment that has unlimited return potential
¨
You are willing to invest in the Securities based on the
without a cap on appreciation, or you are unwilling to invest
downside threshold, buffer and upside gearing indicated on
in the Securities based on the maximum gain indicated on
the cover hereof.
the cover hereof.
¨
You can tolerate fluctuations in the price of the Securities
¨
You are unwilling to invest in the Securities based on the
prior to maturity that may be similar to or exceed the
downside threshold, buffer or upside gearing indicated on
downside fluctuations in the level of the underlying asset.
the cover hereof.
¨
You do not seek current income from your investment and
¨
You cannot tolerate fluctuations in the price of the Securities
are willing to forgo any dividends paid on the underlying
prior to maturity that may be similar to or exceed the
equity constituents.
downside fluctuations in the level of the underlying asset.
¨
You understand and are willing to accept the risks
¨
You do not understand or are not willing to accept the risks
associated with the underlying asset.
associated with the underlying asset.
¨
You are willing to hold the Securities to maturity and accept
¨
You seek current income from your investment or prefer to
that there may be little or no secondary market for the
receive any dividends paid on the underlying equity
Securities.
constituents.
¨
You are willing to assume the credit risk of UBS for all
¨
You are unable or unwilling to hold the Securities to maturity
payments under the Securities, and understand that if UBS
or you seek an investment for which there will be an active
defaults on its obligations you may not receive any amounts
secondary market.
due to you, including any repayment of principal.
¨
You are not willing to assume the credit risk of UBS for all
¨
You understand that the estimated initial value of the
payments under the Securities, including any repayment of
Securities determined by our internal pricing models is lower
principal.
than the issue price and that should UBS Securities LLC or
any affiliate make secondary markets for the Securities, the
price (not including their customary bid-ask spreads) will
temporarily exceed the internal pricing model price.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances and you should reach an investment decision only after you
and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the
Securities in light of your particular circumstances. You should review "Information About the Underlying Asset" herein for
more information on the underlying asset. You should also review "Key Risks" herein and the more detailed "Risk Factors" in
the accompanying product supplement for risks related to an investment in the Securities.

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Final Terms
Final
The closing level of the underlying asset on the

Issuer
UBS AG London Branch
Level(1)
final valuation date.
Principal
$10 per Security (subject to a minimum
Downside
A specified level of the underlying asset that is
Amount
investment of 100 Securities)
Threshold(1) less than the initial level, equal to a percentage
of the initial level, as indicated on the cover
Term
Approximately 2 years.
hereof.
Underlying
S&P 500® Index
(1)
Asset
As determined by the calculation agent and as may be

adjusted as described under "General Terms of the Securities --
Maximum
13.30%
Discontinuance of or Adjustments to an Underlying Index;
Gain
Alteration of Method of Calculation", as described in the
Maximum
$11.33
accompanying product supplement.

Payment at
Investment Timeline
Maturity per

Security
The initial level is observed and the final
Trade Date
terms of the Securities are set.
Upside
2.0
Gearing
¯

Buffer
10%
The final level is observed on the final
Payment at
If the underlying return is positive, UBS will
valuation date and the underlying return is
Maturity (per pay you an amount in cash equal to:
calculated.
Security)
If the underlying return is positive, UBS

$10 × (1 + the lesser of (a) Underlying Return ×
will pay you an amount in cash per Security
Upside Gearing and (b) Maximum Gain)
equal to:

If the underlying return is zero or negative
$10 × (1 + the lesser of (a) Underlying
and the final level is equal to or greater than
Return × Upside Gearing and (b)
the downside threshold, UBS will pay you an
Maximum Gain)
amount in cash equal to:

Principal Amount of $10
If the underlying return is zero or
negative and the final level is equal to or

If the underlying return is negative and the
greater than the downside threshold,
final level is less than the downside
UBS will pay you an amount in cash per
threshold, UBS will pay you an amount in cash
Security equal to:
that is less than your principal amount equal to:
Maturity Date
Principal Amount of $10

$10 × [1 + (Underlying Return + Buffer)]

In this scenario, you will suffer a percentage
If the underlying return is negative and
loss on your initial investment equal to the
the final level is less than the downside
percentage that the final level is less than the
threshold, UBS will pay you an amount in
initial level in excess of the buffer and, in
cash per Security that is less than your
extreme situations, you could lose almost all
principal amount, if anything, equal to:
of your initial investment.
$10 × [1 + (Underlying Return + Buffer)]
Underlying
The quotient, expressed as a percentage, of the
In this scenario, you will suffer a
Return
following formula:
percentage
loss
on
your
initial
Final Level Initial Level
investment equal to the percentage that
Initial Level
the final level is less than the initial level
Initial
The closing level of the underlying asset on the
in excess of the buffer and, in extreme
situations, you could lose almost all of
Level(1)
trade date, as indicated on the cover hereof.
your initial investment.

Investing in the Securities involves significant risks. You may lose some or almost all of your initial investment. Any payment
on the Securities, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its
payment obligations, you may not receive any amounts owed to you under the Securities and you could lose all of your initial
investment.

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Key Risks
An investment in the Securities involves significant risks. Some of the key risks that apply to the Securities are summarized here, but we
urge you to read the more detailed explanation of risks relating to the Securities generally in the "Risk Factors" section of the
accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors before you
invest in the Securities.
¨
Risk of loss at maturity -- The Securities differ from ordinary debt securities in that UBS will not necessarily repay the principal
amount of the Securities. If the underlying return is negative and the final level is less than the downside threshold, you will lose a
percentage of your principal amount equal to the percentage that the final level is less than the initial level in excess of the buffer
and, in extreme situations, you could lose almost all of your initial investment.
¨
The stated payout from the issuer applies only at maturity -- You should be willing to hold your Securities to maturity. The
stated payout by the issuer is available only if you hold your Securities to maturity. If you are able to sell your Securities prior to
maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the then-current level
of the underlying asset is equal to or greater than the downside threshold.
¨
The upside gearing applies only at maturity -- You should be willing to hold your Securities to maturity. If you are able to sell
your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full economic value of the
upside gearing, and the percentage return you realize may be less than the then-current underlying return multiplied by the upside
gearing, even if such return is positive and does not exceed the maximum gain. You can receive the full benefit of the upside
gearing, subject to the maximum gain, only if you hold your Securities to maturity.
¨
Your potential return on the Securities is limited to the maximum gain -- The return potential of the Securities is limited to the
maximum gain. Therefore, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by
the upside gearing, exceeds the maximum gain and your return on the Securities may be less than it would be in a hypothetical
direct investment in the underlying asset.
¨
No interest payments -- UBS will not pay any interest with respect to the Securities.
¨
Credit risk of UBS -- The Securities are unsubordinated, unsecured debt obligations of UBS and are not, either directly or
indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment of principal at
maturity, depends on the ability of UBS to satisfy its obligations as they come due. As a result, UBS' actual and perceived
creditworthiness may affect the market value of the Securities. If UBS were to default on its obligations, you may not receive any
amounts owed to you under the terms of the Securities and you could lose all of your initial investment.
¨
Greater expected volatility generally indicates an increased risk of loss at maturity -- "Volatility" refers to the frequency and
magnitude of changes in the level of the underlying asset. The greater the expected volatility of the underlying asset as of the trade
date, the greater the expectation is as of that date that the final level of the underlying asset could be less than the downside
threshold and, as a consequence, indicates an increased risk of loss. However, the underlying asset's volatility can change
significantly over the term of the Securities, and a relatively lower downside threshold may not necessarily indicate that the
Securities have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of
the underlying asset and the potential to lose some or almost all of your initial investment.
¨
Market risk -- The return on the Securities, which may be negative, is directly linked to the performance of the underlying asset
and indirectly linked to the performance of the underlying equity constituents, and will depend on whether, and the extent to which,
the underlying return is positive or negative. The level of the underlying asset can rise or fall sharply due to factors specific to the
underlying equity constituents, such as stock price volatility, earnings and financial conditions, corporate, industry and regulatory
developments, management changes and decisions and other events, as well as general market factors, such as general market
volatility and levels, interest rates and economic and political conditions.
¨
Fair value considerations.
o The issue price you pay for the Securities exceeds their estimated initial value -- The issue price you pay for the
Securities exceeds their estimated initial value as of the trade date due to the inclusion in the issue price of the underwriting
discount, hedging costs, issuance costs and projected profits. As of the close of the relevant markets on the trade date, we
have determined the estimated initial value of the Securities by reference to our internal pricing models and it is set forth in
this supplement. The pricing models used to determine the estimated initial value of the Securities incorporate certain
variables, including the level and volatility of the underlying asset and underlying equity constituents, any expected dividends
on the underlying equity constituents, prevailing interest rates, the term of the Securities and our internal funding rate. Our
internal funding rate is typically lower than the rate we would pay to issue conventional fixed or floating rate debt securities of
a similar term. The underwriting discount, hedging costs, issuance costs, projected profits and the difference in rates will
reduce the economic value of the Securities to you. Due to these factors, the estimated initial value of the Securities as of the
trade date is less than the issue price you pay for the Securities.
o The estimated initial value is a theoretical price; the actual price that you may be able to sell your Securities in any
secondary market (if any) at any time after the trade date may differ from the estimated initial value -- The value of
your Securities at any time will vary based on many factors, including the factors described above and in "-- Market risk"
above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain
assumptions about future events, which may prove to be incorrect. As a result, after the trade date, if you attempt to sell the
Securities in the secondary market, the actual value you would receive may differ, perhaps materially, from the estimated
initial value of the Securities determined by reference to our internal pricing models. The estimated initial value of the
Securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase
your Securities in any secondary market at any time.

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o Our actual profits may be greater or less than the differential between the estimated initial value and the issue price
of the Securities as of the trade date -- We may determine the economic terms of the Securities, as well as hedge our
obligations, at least in part, prior to pricing the Securities on the trade date. In addition, there may be ongoing costs to us to
maintain and/or adjust any hedges and such hedges are often imperfect. Therefore, our actual profits (or potentially, losses)
in issuing the Securities cannot be determined as of the trade date and any such differential between the estimated initial
value and the issue price of the Securities as of the trade date does not reflect our actual profits. Ultimately, our actual profits
will be known only at the maturity of the Securities.
¨
Limited or no secondary market and secondary market price considerations.
o There may be little or no secondary market for the Securities -- The Securities will not be listed or displayed on any
securities exchange or any electronic communications network. UBS Securities LLC and its affiliates intend, but are not
required, to make a market for the Securities and may stop making a market at any time. If you are able to sell your
Securities prior to maturity, you may have to sell them at a substantial loss. Furthermore, there can be no assurance that a
secondary market for the Securities will develop. The estimated initial value of the Securities does not represent a minimum
or maximum price at which we or any of our affiliates would be willing to purchase your Securities in any secondary market at
any time.
o The price at which UBS Securities LLC and its affiliates may offer to buy the Securities in the secondary market (if
any) may be greater than UBS' valuation of the Securities at that time, greater than any other secondary market
prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided
on your customer account statements -- For a limited period of time following the issuance of the Securities, UBS
Securities LLC or its affiliates may offer to buy or sell such Securities at a price that exceeds (i) our valuation of the Securities
at that time based on our internal pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any)
and (iii) depending on your broker, the valuation provided on customer account statements. The price that UBS Securities
LLC may initially offer to buy such Securities following issuance will exceed the valuations indicated by our internal pricing
models due to the inclusion for a limited period of time of the aggregate value of the underwriting discount, hedging costs,
issuance costs and theoretical projected trading profit. The portion of such amounts included in our price will decline to zero
on a straight line basis over a period ending no later than the date specified under "Supplemental Plan of Distribution
(Conflicts of Interest); Secondary Markets (if any)." Thereafter, if UBS Securities LLC or an affiliate makes secondary markets
in the Securities, it will do so at prices that reflect our estimated value determined by reference to our internal pricing models
at that time. The temporary positive differential relative to our internal pricing models arises from requests from and
arrangements made by UBS Securities LLC with the selling agents of structured debt securities such as the Securities. As
described above, UBS Securities LLC and its affiliates intend, but are not required, to make a market for the Securities and
may stop making a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets
at any time (if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS
Financial Services Inc. and UBS Securities LLC reflect this temporary positive differential on their customer statements.
Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.
o Economic and market factors affecting the terms and market price of Securities prior to maturity -- Because
structured notes, including the Securities, can be thought of as having a debt component and a derivative component, factors
that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the
Securities at issuance and the market price of the Securities prior to maturity. These factors include the level of the
underlying asset and the underlying equity constituents; the volatility of the underlying asset and the underlying equity
constituents; any dividends paid on the underlying equity constituents; the time remaining to the maturity of the Securities;
interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial
events; the availability of comparable instruments; the creditworthiness of UBS; the then current bid-ask spread for the
Securities. These and other factors are unpredictable and interrelated and may offset or magnify each other.
o Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary
market prices -- All other things being equal, the use of the internal funding rates described above under "-- Fair value
considerations" as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and any
projected profits are, subject to the temporary mitigating effect of UBS Securities LLC's and its affiliates' market making
premium, expected to reduce the price at which you may be able to sell the Securities in any secondary market.
¨
Owning the Securities is not the same as owning the underlying equity constituents -- The return on your Securities may not
reflect the return you would realize if you actually owned the underlying equity constituents. For instance, you will not benefit from
any positive underlying return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain.
Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions during the term of the
Securities, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your
Securities. In addition, as an owner of the Securities, you will not have voting rights or any other rights that a holder of the
underlying equity constituents may have.
¨
There can be no assurance that the investment view implicit in the Securities will be successful -- It is impossible to predict
whether and the extent to which the level of the underlying asset will rise or fall and there can be no assurance that the final level of
the underlying asset will be equal to or greater than the initial level or downside threshold. The final level of the underlying asset will
be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying constituent
issuers. You should be willing to accept the risks of owning equities in general and the underlying equity constituents in particular,
and the risk of losing some or almost all of your initial investment.
¨
The underlying asset reflects price return, not total return -- The return on your Securities is based on the performance of the
underlying asset, which reflects the changes in the market prices of the underlying equity constituents. It is not, however, linked to a
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"total return" index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the
underlying equity constituents. The return on your Securities will not include such a total return feature or any dividend component.
4
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¨
Changes affecting the underlying asset could have an adverse effect on the market value of, and any amount payable on,
the Securities -- The policies of the sponsor of the underlying asset as specified under "Information About the Underlying Asset"
(the "index sponsor"), concerning additions, deletions and substitutions of the underlying equity constituents and the manner in
which the index sponsor takes account of certain changes affecting those underlying equity constituents may adversely affect the
level of the underlying asset. The policies of the index sponsor with respect to the calculation of the underlying asset could also
adversely affect the level of the underlying asset. The index sponsor may discontinue or suspend calculation or dissemination of the
underlying asset. Any such actions could have an adverse effect on the market value of, and any amount payable on, the
Securities.
¨
UBS cannot control actions by the index sponsor and the index sponsor has no obligation to consider your interests --
UBS and its affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions, including any errors
in, or discontinuation of, public disclosure regarding methods or policies relating to the calculation of the underlying asset. The index
sponsor is not involved in the Securities offering in any way and has no obligation to consider your interest as an owner of the
Securities in taking any actions that might affect the market value of, and the amount payable on, your Securities.
¨
Potential UBS impact on price -- Trading or transactions by UBS or its affiliates in the underlying equity constituents, listed and/or
over-the-counter options, futures or other instruments with returns linked to the performance of the underlying asset or any
underlying equity constituent may adversely affect the performance of the underlying asset or applicable underlying equity
constituent and, therefore, the market value of, and the amount payable on, the Securities.
¨
Potential conflict of interest -- UBS and its affiliates may engage in business with any issuer of an underlying equity constituent
(an "underlying constituent issuer"), which may present a conflict between the obligations of UBS and you, as a holder of the
Securities. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. The
calculation agent can postpone the determination of the terms of the Securities on the trade date and the final level on the final
valuation date, if a market disruption event occurs and is continuing on that day. As UBS determines the economic terms of the
Securities, including the maximum gain, upside gearing, downside threshold and buffer, and such terms include the underwriting
discount, hedging costs, issuance costs and projected profits, the Securities represent a package of economic terms. There are
other potential conflicts of interest insofar as an investor could potentially get better economic terms if that investor entered into
exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and
the investor had the ability to assemble and enter into such instruments.
¨
Potentially inconsistent research, opinions or recommendations by UBS -- UBS and its affiliates publish research from time to
time on financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice.
Investors should make their own independent investigation of the merits of investing in the Securities and the underlying asset to
which the Securities are linked.
¨
The Securities are not bank deposits -- An investment in the Securities carries risks which are very different from the risk profile
of a bank deposit placed with UBS or its affiliates. The Securities have different yield, and/or return, liquidity and risk profiles and
would not benefit from any protection provided to deposits.
¨
If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect
of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse
effect on the terms and market value of the Securities and/or the ability of UBS to make payments thereunder -- The Swiss
Financial Market Supervisory Authority ("FINMA") has broad statutory powers to take measures and actions in relation to UBS if (i) it
concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or (ii) UBS fails to fulfill the
applicable capital adequacy requirements (whether on a standalone or consolidated basis) after expiry of a deadline set by FINMA.
If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings
in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA
in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be
imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on
a stand-alone basis or in connection with restructuring or liquidation proceedings. The resolution regime of the Swiss Banking Act is
further detailed in the FINMA Banking Insolvency Ordinance ("BIO-FINMA"). In a restructuring proceeding, FINMA, as resolution
authority, is competent to approve the resolution plan. The resolution plan may, among other things, provide for (a) the transfer of all
or a portion of UBS' assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between
UBS and the holders of Securities) to another entity, (b) a stay (for a maximum of two business days) on the termination of contracts
to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose of collateral
or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the conversion of UBS' debt and/or
other obligations, including its obligations under the Securities, into equity (a "debt-to-equity" swap), and/or (d) the partial or full
write-off of obligations owed by UBS (a "write-off"), including its obligations under the Securities. The BIO-FINMA provides that a
debt-to-equity swap and/or a write-off of debt and other obligations (including the Securities) may only take place after (i) all debt
instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital have been converted into equity or written-off, as
applicable, and (ii) the existing equity of UBS has been fully cancelled. While the BIO-FINMA does not expressly address the order
in which a write-off of debt instruments other than debt instruments qualifying as additional tier 1 capital or tier 2 capital should
occur, it states that debt-to-equity swaps should occur in the following order: first, all subordinated claims not qualifying as
regulatory capital; second, all other claims not excluded by law from a debt-to-equity swap (other than deposits); and third, deposits
(in excess of the amount privileged by law). However, given the broad discretion granted to FINMA as the resolution authority, any
restructuring plan in respect of UBS could provide that the claims under or in connection with the Securities will be partially or fully
converted into equity or written-off, while preserving other obligations of UBS that rank pari passu with, or even junior to, UBS'
obligations under the Securities. Consequently, holders of Securities may lose all of some of their investment in the Securities. In
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