Bond UBS SA 0% ( XS1167318606 ) in GBP

UBS SA

100 % ⇌

Switzerland

XS1167318606 ( in GBP )

14/01/2016 - Bond has expired

Prospectus brochure of the bond UBS AG XS1167318606 in GBP 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 GBP, with the ISIN code XS1167318606, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/01/2016

IMPORTANT NOTICE
THE ATTACHED DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1)
QUALIFIED INSTITUTIONAL BUYERS ("QIBs") PURCHASING THE NOTES DESCRIBED
THEREIN (THE "NOTES") IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), PROVIDED BY RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
OR (2) NON-U.S. PERSONS LOCATED OUTSIDE OF THE UNITED STATES PURCHASING THE
NOTES IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), AND IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached document and you are therefore advised to read this disclaimer page carefully before
reading, accessing or making any other use of the attached document. In reading or accessing the attached
document, you agree to be bound by the following terms and conditions, including any modifications to
them from time to time, each time you receive any information from us as a result of such access and you
acknowledge that UBS AG together with its subsidiaries ("UBS") and their respective affiliates and others
will rely upon the truth and accuracy of the following representations, acknowledgements and agreements.
IF YOU DO NOT AGREE TO THE TERMS DESCRIBED IN THIS DISCLAIMER, YOU MAY NOT
OPEN, READ, ACCESS OR MAKE ANY OTHER USE OF THE ATTACHED DOCUMENT.
NOTHING IN THIS ELECTRONIC TRANSMISSION, THE ATTACHED DOCUMENT AND/OR ANY
RELATED TRANSMISSION CONSTITUTES AN OFFER OF NOTES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT MAY ONLY BE
DISTRIBUTED IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PERMITTED BY,
REGULATION S OR WITHIN THE UNITED STATES TO QIBs PURSUANT TO RULE 144A OR
PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THIS ELECTRONIC TRANSMISSION AND/OR THE ATTACHED
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT AND/OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS
A QIB OR (2) IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF
THE UNITED STATES.
Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This electronic transmission, the attached document and any related transmission are addressed to and
directed only at persons in member states of the European Economic Area ("EEA") who are qualified
investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). This
electronic transmission and the attached document must not be acted on or relied on in any member state
of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which
this electronic transmission and the attached document relate is available only to Qualified Investors in any
member state of the EEA, and will be engaged in only with such persons.
Within the United Kingdom, this electronic transmission, the attached document and any related
transmission are addressed only to and directed only at (i) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order (the "Order") or (ii)
high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article

49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as "relevant
persons"). Any investment or investment activity to which this electronic transmission and the attached
document relate will only be available to and will only be engaged with, relevant persons. Any person who
is not a relevant person should not act or rely on this electronic transmission, the attached document or any
of their respective contents.
The attached document is being furnished to you solely for your information and may not be forwarded,
reproduced, redistributed or passed on in whole or in part, directly or indirectly, to any other person. The
distribution of the attached document in certain jurisdictions may be restricted by law and persons into
whose possession the attached document comes should inform themselves about, and observe any such
restrictions. Failure to comply with this notice may result in a violation of the Securities Act, or the
applicable laws of other jurisdictions.
Confirmation of Your Representation: This electronic transmission and the attached document are
delivered to you on the basis that you are deemed to have represented to UBS and each of UBS AG London
Branch, UBS Europe SE, UBS Securities LLC and UBS AG (collectively, the "Dealers") that you
understand and agree to the terms set out herein and (i) you are a QIB and you are acquiring the Notes for
your own account and/or for the account of another QIB; or (ii) you are a non-U.S. person that is outside
the United States for the purposes of Regulation S and (a) if you are a person in a member state of the EEA,
you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors, to the extent
that you are acting on behalf of persons or entities in the EEA or (b) if you are a person in the United
Kingdom, you are a relevant person and/or a relevant person acting on behalf of relevant persons, to the
extent that you are acting on behalf of persons or entities in the United Kingdom. You shall also be deemed
to have represented to UBS and each of the Dealers that you consent to delivery by electronic transmission.
You are reminded that you have received this electronic transmission and the attached document on the
basis that you are a person into whose possession the attached document may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised
to deliver the attached document, electronically or otherwise, to any other person. If you receive the attached
document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail
communications, including those you generate by using the "Reply" function on your e-mail software, will
be ignored or rejected. If you receive the attached document in electronic format by e-mail, your use of
such attached document in electronic format and e-mail is at your own risk and it is your responsibility to
take precautions to ensure that each is free from viruses and other items of a destructive nature.
If a jurisdiction requires that the offering to which this electronic transmission and the attached document
relates be made by a licensed broker or dealer and any Dealer or any affiliate of a Dealer is a licensed broker
or dealer in that jurisdiction, the offering shall be deemed to be made by such Dealer or affiliate on behalf
of UBS in such jurisdiction.
The attached document has been sent to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently
neither UBS nor any person who controls it or any director, officer, employee or agent of it, nor any affiliate
of any such person accepts any liability or responsibility whatsoever in respect of any difference between
the attached document distributed to you in electronic format and any hard copy version that will be made
available to you by UBS upon request.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN
WHICH OFFERS OR SALES OF NOTES WOULD BE PROHIBITED BY LAW.

Dated 14 June 2024
______________________________________________________________________________

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 the "UBS AG Group"; and UBS Group AG (which is the
holding company of the Issuer) and its subsidiaries (including the Issuer and its subsidiaries) is referred to
herein as "UBS", the "UBS Group" or the "Group".
This base prospectus (the "Base Prospectus") has been approved by the Central Bank of Ireland, 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. The Central Bank of Ireland 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 of Ireland 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.
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/Base Listing Particulars (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 shall 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.

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The Issuer has confirmed to the dealers (the "Dealers") named under "Selling Restrictions" that this Base
Prospectus/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 Dealer (through UBS AG and UBS AG London
Branch) under the Programme. UBS Europe SE and UBS Securities LLC are wholly-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.
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 Base Prospectus/Base Listing Particulars have not been reviewed
by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to

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any offer of Notes. If an investor is in any doubt about any of the contents of this Base Prospectus/Base
Listing Particulars, 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.
UNAUTHORISED INFORMATION
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus/Base Listing Particulars or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus/Base Listing Particulars or
any responsibility for the acts or omissions of the Issuer or any other person (other than the relevant Dealer)
in connection with the issue and offering of the Notes. Neither the delivery of this Base Prospectus/Base
Listing Particulars or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus/Base Listing
Particulars is true subsequent to the date hereof or the date upon which this Base Prospectus/Base Listing
Particulars has been most recently amended or supplemented or that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the prospects or financial or trading position
of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus/Base Listing
Particulars has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
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.
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

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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 2001 of Australia (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) if so specified in the applicable Pricing Supplement, 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 (THE "SEC"), 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 Registered Notes (as defined below) 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 on 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.
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.

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IMPORTANT UK RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition on 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 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 (the "UK Prospectus
Regulation"). 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 none of
UBS AG London Branch (the "Arranger"), the Dealers or 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 none of the
Arranger, the Dealers or 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 person subsequently offering, selling or recommending the Notes (a
"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
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.

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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 Notes bearing a fixed rate of interest 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 such 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;
(iv)
the amount of principal payable at redemption may be less than the nominal
amount of such Notes or even zero;

- vi -

(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
such "green", "sustainable", "social" or similar labels (including in relation to Regulation (EU) 2020/852
on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy Regulation")
and any related technical screening criteria, Regulation (EU) 2023/2631 on European Green Bonds and
optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds
(the "EU Green Bond Regulation"), Regulation (EU) 2019/2088 on sustainability-related disclosures in
the financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar
legislation in the United Kingdom) or any requirements of such labels as they may evolve from time to
time. None of the Dealers is responsible for the use or allocation of proceeds for any Notes issued as Green
Bonds, nor the impact or monitoring of such use of proceeds nor do any of the Dealers undertake to ensure
that there are at any time sufficient Eligible Assets (as defined below) to allow for allocation of a sum equal
to the net proceeds of the issue of such Green Bonds in full.
In addition, none of the Dealers is responsible for the assessment of the UBS Green Funding Framework
(as defined below in "Use of Proceeds") including the assessment of the applicable eligibility criteria in
relation to Green Bonds set out in therein.
UBS has appointed Sustainalytics as an independent assurance provider to provide a second party opinion
on the UBS Green Funding Framework (the "Second Party Opinion"). The Second Party Opinion provides
an opinion on certain environmental and related considerations and is not intended to address any credit,
market or other aspects of an investment in any Notes, including without limitation market price,
marketability, investor preference or suitability of any security. The Second Party Opinion is a statement
of opinion, not a statement of fact. No representation or assurance is given by the Dealers as to the suitability
or reliability of the Second Party Opinion or any opinion or certification of any third party made available
in connection with an issue of Notes issued as Green Bonds. As at the date of this Base Prospectus/Base
Listing Particulars, the providers of such opinions and certifications are not subject to any specific
regulatory or other regime or oversight. The Second Party Opinion and any other such opinion or
certification is not, nor should be deemed to be, a recommendation by the Dealers, or any other person to
buy, sell or hold any Notes and is current only as of the date it is issued. The criteria and/or considerations
that formed the basis of the Second Party Opinion or any such other opinion or certification may change at
any time and the Second Party Opinion may be amended, updated, supplemented, replaced and/or
withdrawn. Prospective investors must determine for themselves the relevance of any such opinion or
certification and/or the information contained therein. The UBS Green Funding Framework may also be
subject to review and change and may be amended, updated, supplemented, replaced and/or withdrawn
from time to time and any subsequent version(s) may differ from any description given in this Base
Prospectus/Base Listing Particulars. The UBS Green Funding Framework, the Second Party Opinion and
any other such opinion or certification does not form part of, nor is incorporated by reference in, this Base
Prospectus/Base Listing Particulars.
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.

- vii -

Document Outline

#6">BENCHMARK REGULATION
#6">Unauthorised Information
#6">Restrictions on Distribution
#7">NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
#7">IMPORTANT … EEA RETAIL INVESTORS
#8">IMPORTANT … UK RETAIL INVESTORS
#8">MiFID II PRODUCT GOVERNANCE / TARGET MARKET
#8">PRODUCT GOVERNANCE UNDER UK MiFIR / TARGET MARKET
#8">PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE
#9">IMPORTANT … NOTES ARE NOT BANK DEPOSITS
#9">SUITABILITY OF INVESTMENT
#9">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:
- #9">(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...
- #9">(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;
- #9">(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 d...
- #9">(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
- #9">(v) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets. For example:
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#10">NOTES ISSUED AS GREEN BONDS
#11">DEFINITIONS
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#12">STABILISATION
#12">CREDIT RATINGS
#15">KEY FEATURES OF THE PROGRAMME IN RELATION TO NOTES ISSUED UNDER FINAL TERMS
#22">RISK FACTORS
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#38">RISKS RELATING TO THE NOTES
#38">Risks Relating to the Market Generally
#38">There is no active trading market for the Notes, and the Notes (other than Swiss Notes) are subject to transfer restrictions that may further reduce their liquidity
#38">Changes in law may adversely affect the rights of holders under any Notes
#38">Changes in market interest rates may adversely affect the value of Fixed Rate Notes
#39">Risks Relating to the Notes Generally
#39">If the Issuer experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect of, and/or impose protective measures in relation to, the Issuer, which proceedings or measures may have a material adver...
#40">The General Terms and Conditions do not contain any restrictions on change of control events or on the Issuer's or UBS's ability to restructure its business
#40">The occurrence of a Payment Disruption Event may lead to a delayed and/or reduced payment.
#40">Modification and Waiver
#41">Ratings
#41">Payments contingent upon or determined by reference to U.S. source assets or payments may be subject to U.S. withholding
#42">Risks Relating to the Structure of the Notes
#42">Risks Relating to Floating Rate Notes and Fixed Rate/Floating Rate Notes
#42">The method pursuant to which the Rate of Interest for any Floating Rate Note and any Fixed Rate/Floating Rate Note is determined may adversely affect the value of and return on such Notes
#43">Floating Rate Notes and Fixed Rate/Floating Rate Notes (other than CORRA Notes, SARON Notes and SOFR Notes) … Fallbacks
#43">Floating Rate Notes and Fixed Rate/Floating Rate Notes (other than CORRA Notes, SARON Notes and SOFR Notes) … Benchmark Replacement
- #43">In the case of any Floating Rate Notes or Fixed Rate/Floating Rate Notes (other than any Series of CORRA Notes, SARON Notes and SOFR Notes), if the relevant Final Terms specify that Condition 6(f) (Interest … Benchmark Replacement for Floating Rate No...
#45">SARON Notes … Fallbacks and Benchmark Replacement
#46">CORRA Notes … Fallbacks and Benchmark Replacement
#48">The market continues to develop in relation to alternative risk free rates ("RFRs") which may be (or may be a component of) reference rates for Floating Rate Notes or Fixed Rate/Floating Rate Notes
#49">The interest rate on Fixed Rate/Floating Rate Notes will convert from a fixed rate to a floating rate, which can be expected to affect interest payments on such Notes and could affect the secondary market in and the market value of such Notes
#50">The Notes may be redeemed prior to maturity
#50">Because the Global Notes are held by or on behalf of Euroclear, Clearstream Luxembourg, Clearstream Frankfurt, SIS, the CMU and/or DTC and the Uncertificated Swiss SIS Notes are registered with SIS, investors will have to rely on their procedures for...
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#51">Any holder of Uncertificated Swiss Non-SIS Notes may cause the conversion of all the Uncertificated Swiss Non-SIS Notes of the same Series into Uncertificated Swiss SIS Notes
#52">Subordinated Notes are subordinated to most of the Issuer's liabilities
#52">Risks Relating to Notes issued as Green Bonds
#52">Notes issued as Green Bonds may not meet investor expectations or requirements
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#54">Risks Relating to Notes Denominated in Renminbi
#54">Renminbi is not freely convertible and there are regulations on the remittance of Renminbi into and out of the PRC which may adversely affect the liquidity of Renminbi Notes
#54">There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the Renminbi Notes and the Issuer's ability to source Renminbi outside the PRC to service Renminbi Notes
#55">Investment in the Renminbi Notes is subject to exchange rate risks
#55">The occurrence of a CNY Payment Disruption Event may lead to a delayed and/or reduced payment or payment in another currency
#55">Investment in the Renminbi Notes is subject to interest rate risks
#56">Payments with respect to the Renminbi Notes may be made only in the manner designated in the Terms and Conditions of the Notes applicable to the relevant Renminbi Notes
#56">Gains on the transfer of the Renminbi Notes may become subject to income taxes under PRC tax laws
#57">KEY FEATURES OF THE PROGRAMME IN RELATION TO NOTES ISSUED UNDER A PRICING SUPPLEMENT
#66">DOCUMENTS INCORPORATED BY REFERENCE
#66">The following documents are incorporated in and taken to form part of this Base Prospectus/Base Listing Particulars:
- #66">(a) UBS AG's first quarter 2024 report for the three months ended 31 March 2024 (the "UBS AG First Quarter 2024 Report"), furnished on Form 6-K to the SEC on 7 May 2024 (currently accessible at: https://www.ubs.com/sec-filings);
- #66">(b) UBS AG's annual report for the year ended 31 December 2023, which the Issuer filed on Form 20-F with the SEC on 28 March 2024 (the "Annual Report 2023") (currently accessible at: https://www.ubs.com/sec-filings);
- #66">(c) UBS AG's standalone financial statements for the year ended 31 December 2023 (the "Standalone Financial Statements 2023"), furnished on Form 6-K to the SEC on 28 March 2024 (currently accessible at: https://www.ubs.com/sec-filings);
- #66">(d) UBS AG's unaudited pro forma condensed combined financial information for the year ended 31 December 2023, prepared to reflect the proposed combination of UBS AG with Credit Suisse AG, furnished as an exhibit to the Form 6-K which the Issuer filed...
- #66">(e) the articles of association of UBS AG dated 23 April 2024 (currently accessible at: https://www.ubs.com/global/en/our-firm/governance/ubs-ag/articles-of-association.html); and
- #66">(f) the terms and conditions set out on:
  - #66">(i) pages 18-35 of the base prospectus dated 1 July 2005 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/909f38a3-7b43-4b58-b3eb-1ba90ea0834f.PDF);
  - #66">(ii) pages 18-36 of the base prospectus dated 3 July 2006 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_9ecc88de-7743-4a7f-ac7a-60f57f88f3b2.pdf);
  - #66">(iii) pages 19-36 of the base prospectus dated 4 July 2007 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/b61bacf5-70e6-4298-b6b1-5008cc00f143.pdf);
  - #66">(iv) pages 18-35 of the base prospectus dated 4 July 2008 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/ec4a18ec-e651-44ee-9c94-9cd4861e14fb.pdf);
  - #66">(v) pages 18-35 of the base prospectus dated 20 April 2009 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/c19b07d0-572a-4a66-b769-02d7c1154d6a.pdf);
  - #66">(vi) pages 23-41 of the base prospectus dated 27 August 2009 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/10b537ce-64e9-462c-bdb5-a06940f45455.pdf);
  - #66">(vii) pages 18-37 of the base prospectus dated 25 August 2010 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/cfc34f56-fada-496a-871b-9502ae17a7b8.PDF);
  - #66">(viii) pages 19-38 of the base prospectus dated 25 August 2011 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_0ef97dee-0c78-44f7-9681-6d4c73bba0af.pdf);
  - #67">(ix) pages 23-46 of the base prospectus dated 27 June 2012 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_a890c495-56db-4ebb-b30d-576c794048ac.pdf);
  - #67">(x) pages 37-63 of the base prospectus dated 25 June 2013 (accessible at http://www.ise.ie/debt_documents/Base%20Prospectus_8b1ec97f-9d11-4b91-865a-114deab87712.PDF);
  - #67">(xi) pages 39-68 of the base prospectus dated 24 June 2014 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_7caf1f17-362c-42ae-bf5c-7a6ae094dafd.PDF);
  - #67">(xii) pages 58-87 of the base prospectus dated 22 June 2015 (accessible at http://www.ise.ie/debt_documents/Base%20Prospectus_ad668981-d2fc-4f61-96f2-4218ab83c5fd.PDF);
  - #67">(xiii) pages 56-85 of the base prospectus dated 22 June 2016 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_e41059a3-27d6-4cff-922e-afe715c65551.PDF);
  - #67">(xiv) pages 58-88 of the base prospectus dated 31 May 2017 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Final+Base+Prospectus+31.05.17_6631a618-e12c-424f-86a2-735c4ad69a58.PDF);
  - #67">(xv) pages 58-88 of the base prospectus dated 31 May 2017 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Final+Base+Prospectus+31.05.17_6631a618-e12c-424f-86a2-735c4ad69a58.PDF), as amended by page 7 of ...
  - #67">(xvi) pages 58-89 of the base prospectus dated 31 May 2018 (accessible at https: //www.ise.ie/debt_documents/Final%20Base%20Listing%20Particulars%2031.05.2018_2ef94f45-cfb7-4eb0-a3c9-88c2cc54687d.PDF);
  - #67">(xvii) pages 69-108 of the base prospectus dated 7 June 2019 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_a82efa08-0949-40dc-a69e-351c25331677.PDF);
  - #67">(xviii) pages 57-97 of the base prospectus dated 5 June 2020 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/legacy/Base+Prospectus_b99328f5-df7d-4106-b506-8c61a89a2b3a.PDF);
  - #67">(xix) pages 60-116 of the base prospectus dated 21 May 2021 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/b243e92e-ecce-4158-9bb3-109758165a50.PDF);
  - #67">(xx) pages 60-116 of the base prospectus dated 21 May 2021 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202105/b243e92e-ecce-4158-9bb3-109758165a50.PDF), as amended by page 18 of the base prospectus supplemen...
  - #68">(xxi) pages 61-118 of the supplement to the base prospectus dated 26 May 2022 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202205/d09e15c3-8be9-4c78-9e3f-93beb731b7d3.PDF); and
  - #68">(xxii) pages 57-119 of the base prospectus dated 15 June 2023 (accessible at https://ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com/202306/fd67e4a8-8e2b-4af2-83b1-0ce6102dba8b.pdf).
#69">TERMS AND CONDITIONS OF THE NOTES
#71">Bearer Notes
#72">Registered Notes
#73">Uncertificated Swiss Notes
#73">Uncertificated Swiss SIS Notes
#73">Uncertificated Swiss Non-SIS Notes
#74">Conditions applicable to Global Notes (other than Bearer SIS Notes) and Global Note Certificates
#75">Electronic Consent and Written Resolution: While any Global Note or Global Registered Note is held on behalf of a clearing system, then:
- #75">(a) approval of a resolution proposed by the Issuer given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) in accordance with their operating rules and procedures by or on beha...
- #75">(b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Agency Agreement) has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writin...
#76">GENERAL TERMS AND CONDITIONS
#76">The terms and conditions which are set out below are the General Terms and Conditions which will be completed from time to time by the relevant Final Terms or supplemented, modified or replaced from time to time by the information contained in the re...
#76">The terms and conditions applicable to any Note in global form will differ from those terms and conditions described below to the extent described under "Terms and Conditions of the Notes … Conditions applicable to Global Notes (other than Bearer SIS...
- #76">1. DEFINITIONS
  - #77">"Benchmark Event" means:
    - #77">(a) the relevant Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
    - #77">(b) a public statement by the administrator of the relevant Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased publishing such Refer...
    - #77">(c) a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will, by a specified future date (the "Specified Future Date"), be permanently or indefinitely discontinued; or
    - #77">(d) a public statement by the supervisor of the administrator of the relevant Reference Rate as a consequence of which Reference Rate will, by a specified future date (the "Specified Future Date"), be prohibited from being used, or that its use will b...
    - #77">(e) a public statement by the supervisor of the administrator of the relevant Reference Rate that, in the view of such supervisor, such Reference Rate is or will, by a specified future date (the "Specified Future Date"), be no longer representative of...
    - #77">(f) it has or will, by a specified date within the following six months, become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the relevant Reference Rate (including, without limitatio...
  - #78">"Business Day Convention", in relation to any particular date, shall be the convention specified in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this con...
    - #78">(a) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;
    - #78">(b) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case tha...
    - #78">(c) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
    - #78">(d) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the r...
      - #78">(i) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
      - #78">(ii) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day ...
      - #78">(iii) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the...
    - #79">(e) "Following Unadjusted Business Day Convention" means, for any Interest Payment Date, other than the stated maturity date, that falls on a day that is not a Business Day, any payment due on such Interest Payment Date will be postponed to the next d...
    - #79">(f) "Modified Following Unadjusted Business Day Convention" means, for any Interest Payment Date, other than the stated maturity date, that falls on a day that is not a Business Day, any payment due on such Interest Payment Date will be postponed to t...
    - #79">(g) "No Adjustment" means that the relevant date shall not be adjusted in accordance with any Business Day Convention.
  - #79">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these General Terms and Conditions or the relevant Final Terms:
    - #79">(a) if "Actual/Actual (ICMA)" is so specified, means:
      - #79">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the numbe...
      - #80">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
        #80">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
        #80">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
    - #80">(b) if "Actual/365", "Actual/Actual" or "Actual/Actual (ISDA)" is so specified, the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of ...
    - #80">(c) if "Actual/360" is so specified, the actual number of days in the Calculation Period divided by 360;
    - #80">(d) if "30/360" is so specified, the number of days in the Calculation Period from and including the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to but excluding the relevant payment date (such number of days being ...
    - #80">(e) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365; and
    - #80">(f) if "Actual/Actual Canadian Compound Method" is so specified, means (i) in respect of an Interest Period which relates to a full regular semi-annual interest payment, if any, "30/360" as defined in paragraph (d) above, and (ii) in respect of an Int...
  - #82">"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms:
    - #82">(a) as the same may be adjusted in accordance with the relevant Business Day Convention;
    - #82">(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as ma...
    - #82">(c) in the case of Fixed Rate/Floating Rate Notes, (i) on or prior to the Floating Rate Commencement Date, the interest payment date(s) specified in, or determined in accordance with the provisions of, the relevant Final Terms, and (ii) after the Floa...
  - #84">"Payment Business Day" means:
    - #84">(a) if the currency of payment is euro, any day which is:
      - #84">(i) a day on which the banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
      - #84">(ii) a day on which T2 is operating; or
    - #84">(b) if the currency of payment is not euro, any day which is:
      - #84">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
      - #84">(ii) a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment.
  - #84">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency; provided, however, that:
    - #84">(a) in relation to euro, it means the principal financial centre of such Member State of the European Union as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
    - #84">(b) in relation to Australian dollars, it means Sydney or Melbourne and in relation to New Zealand dollars, it means either Wellington or Auckland, in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) b...
    - #84">(c) in relation to CNY, it means Hong Kong or the principal financial centre as is specified in the relevant Final Terms.
  - #85">"Reference Bond Price" means, with respect to a Reference Bond,
    - #85">(a) the arithmetic average of five Reference Market Maker Quotations for the relevant Make-Whole Redemption Date, after excluding the highest and lowest Reference Market Marker Quotations (rounded if necessary to the fifth decimal place with 0.000005 ...
    - #85">(b) if the Issuer obtains fewer than five Reference Market Maker Quotations, but more than one, the arithmetic average of all such quotations; or
    - #85">(c) if only one such Reference Market Maker Quotation is obtained by the Issuer, the amount of the Reference Market Maker Quotation so obtained,
  - #86">"Regular Period" means:
    - #86">(a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and inclu...
    - #86">(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "...
    - #86">(c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date (or, in the case of the first Intere...
  - #86">"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):
    - #86">(a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervi...
    - #86">(b) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (i) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the benchmark or screen rate (as app...
    - #87">(a) with respect to any Reference Rate that is an ICE Swap Rate or the TONA Tokyo Swap Rate, the page of a particular information service (including, without limitation, Reuters and Bloomberg) specified as the Relevant Screen Page in the relevant Fina...
    - #87">(b) with respect to any other Reference Rate, the page, section or other part of a particular information service (including, without limitation, Reuters and Bloomberg) specified as the Relevant Screen Page in the relevant Final Terms (or (i) such oth...
- #89">(a) the Tokyo Swap Rate (for swaps referencing TONA) (or any successor label for such rate published by the RBSL) published by the RBSL that represents the annual mid rate at around the TONA-TSR Applicable Time for swap transactions in Japanese Yen wi...
- #89">(b) if the TONA-TSR Rate is not displayed on the Relevant Screen Page at or around the Relevant Time on such Interest Determination Date as described in paragraph (a) above, the TONA-TSR Rate as displayed on the Relevant Screen Page at or around the R...
#90">"US Federal Funds Rate" means, with respect to any Interest Period:
- #90">(a) the rate with respect to the Interest Determination Date in respect of such Interest Period for US dollar federal funds as published in H.15(519) under the caption "Federal funds (effective)" and displayed on Reuters (or any successor service) on ...
- #90">(b) if the rate referred to in paragraph (a) above is not so displayed on the FEDFUNDS1 Page by the Relevant Time on the Interest Determination Date in respect of such Interest Period, the rate with respect to the Interest Determination Date in respec...
- #90">(c) if the rate referred to in paragraph (b) above is not so published by the Relevant Time on the Interest Determination Date in respect of such Interest Period, the rate equal to the arithmetic mean of the rates for the last transaction in overnight...
- #91">2. FORM AND DENOMINATION
  - #91">(a) General
    - #91">(i) The initial aggregate nominal amount of the Notes is specified in the relevant Final Terms. All payments in relation to the Notes will be made in the same currency as the aggregate nominal amount of the Notes unless otherwise specified in the rele...
    - #91">(ii) Unless otherwise specified in the relevant Final Terms, each Issue of Notes may be (A) represented by (i) Bearer Notes or (ii) Registered Notes or (iii) Bearer Notes or Registered Notes or (B) issued as (i) Uncertificated Swiss SIS Notes or (ii) ...
  - #91">(b) Bearer Notes
    - #91">(i) Unless otherwise specified in the Final Terms, in relation to each issue of Notes for which Bearer Notes are available, the Bearer Notes may initially be represented by any one or more of (i) one or more Temporary Global Notes, (ii) one or more Pe...
    - #91">(ii) In the case of Bearer Notes initially represented by a Temporary Global Note or Permanent Global Note, such global note will be deposited with a depositary for one, or a common depositary or common safekeeper for more than one, clearing system, i...
    - #91">(iii) As specified in the relevant Final Terms, Temporary Global Notes will be exchanged for either (i) a Permanent Global Note which will be held by a depositary for one, or a common depositary or common safekeeper for more than one, clearing system ...
    - #91">(iv) As specified in the relevant Final Terms, a Permanent Global Note may be exchanged for serially numbered definitive Notes only in accordance with the provisions set out in the relevant Permanent Global Note.
    - #91">(v) If so specified in the relevant Final Terms, the Bearer Notes may be represented on issue by one or more Permanent Global Notes.
    - #91">(vi) In the case of Bearer SIS Notes, such Notes will be (i) issued by the Issuer acting through a Branch and (ii) represented exclusively by a Permanent Global Note (Globalurkunde auf Dauer), which shall be deposited with SIS or any other SIS Note In...
  - #92">(c) Registered Notes
  - #92">(d) Uncertificated Swiss SIS Notes
    - #92">(i) In the case of Uncertificated Swiss SIS Notes, such Notes will be (i) issued by UBS Head Office, UBS AG London Branch or UBS AG Jersey Branch as uncertificated securities (einfache Wertrechte), in accordance with article 973c of the Swiss Code of ...
    - #92">(ii) Neither the Issuer nor any holder of an Uncertificated Swiss SIS Note will at any time have the right to effect or demand the conversion of such Uncertificated Swiss SIS Note into, or the delivery of, a permanent global certificate (Globalurkunde...
  - #92">(e) Uncertificated Swiss Non-SIS Notes
    - #92">(i) In the case of Uncertificated Swiss Non-SIS Notes, such Notes (i) will be issued by UBS Head Office, UBS AG London Branch or UBS AG Jersey Branch as uncertificated securities (einfache Wertrechte) in accordance with article 973c of the Swiss Code ...
    - #92">(ii) With respect to a Series of Uncertificated Swiss Non-SIS Notes, any Noteholder may elect to convert the Uncertificated Swiss Non-SIS Notes of such Series, in whole but not in part, into Uncertificated Swiss SIS Notes by notice to the Person speci...
    - #93">(iii) Neither the Issuer nor any holder of an Uncertificated Swiss Non-SIS Note will at any time have the right to effect or demand the conversion of such Uncertificated Swiss Non-SIS Note into, or the delivery of, a permanent global certificate (Glob...
- #93">3. TITLE
  - #93">(a) Subject to the following sentence, title to Bearer Notes and Coupons will pass by delivery. Transfers of Bearer SIS Notes that constitute Intermediated Securities may only be effected by the entry of the transferred Bearer SIS Notes in a securitie...
  - #93">(b) Title to Registered Notes will pass by registration in the register which is maintained by the relevant Registrar.
  - #93">(c) For so long as the Uncertificated Swiss Notes constitute Intermediated Securities, transfers of Uncertificated Swiss Notes may only be effected by the entry of the transferred Uncertificated Swiss Notes in a securities account of the transferee.
  - #93">(d) In relation to any Note or Coupon (except as ordered by a court of competent jurisdiction or required by law), the relevant Noteholder, Couponholder or Talonholder shall be deemed to be, and the Issuer, Registrars and Paying Agents shall be entitl...
- #93">4. TRANSFER OF REGISTERED NOTES
  - #93">(a) A Registered Note may, upon the terms and subject to the conditions set forth in the Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum denomination specified in the re...
  - #93">(b) Each new Registered Note to be issued upon the transfer of Registered Notes will, upon the effective receipt of such form of transfer by the relevant Registrar at its specified office, be available for delivery at the specified office of the relev...
  - #93">(c) The issue of new Registered Notes on transfer will be effected without charge by or on behalf of the Issuer or the relevant Registrar or any Transfer Agent, but upon payment by the applicant of (or the giving by the applicant of such indemnity as ...
  - #94">(d) For so long as any of the Registered 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 th...
  - #94">(e) Registered Notes will, if so specified in the relevant Final Terms, be the subject of an application by the Issuer to DTC for the acceptance of such Registered Notes into DTC's book-entry settlement system. If such application is accepted, one or ...
  - #94">(f) In the case of transfers to a Person who takes delivery in the form of Notes represented by a Unified Global Note, from a holder of Notes represented by that Unified Global Note within the period when the Notes represented by a Unified Global Note...
- #95">5. STATUS OF THE NOTES
  - #95">(a) Senior Notes
  - #95">(b) Subordinated Notes
    - #95">(i) Subordinated Notes issued by the Issuer acting through its UBS AG London Branch, UBS AG Jersey Branch or UBS Head Office
    - #95">(ii) Subordinated Notes issued by the Issuer acting through a Branch (other than any Branch referred to in paragraph (i) above of this Condition 5(b) (Status of the Notes … Subordinated Notes))
- #95">6. INTEREST
  - #95">(a) Interest-Fixed Rate
  - #96">(b) Interest-Floating Rate
    - #96">(i) If the Interest Basis specified in the Final Terms is "Floating", then the Notes shall bear interest from and including the Interest Commencement Date specified in such Final Terms at the Rate of Interest. Interest will be payable in arrear on the...
    - #96">(ii) The Calculation Agent will calculate the Rate of Interest which will apply to the Notes for each Interest Period in accordance with the following terms, unless otherwise specified in the relevant Final Terms.
    - #96">(iii) Floating Rate Notes (ISDA Determination and Screen Rate Determination)
      - #96">(A) ISDA Determination
        #96">(1) the Floating Rate Option is as specified in the relevant Final Terms;
        #96">(2) the Designated Maturity, if applicable, is a period specified in the relevant Final Terms; and
        #96">(3) the relevant Reset Date, unless otherwise specified in the relevant Final Terms, has the meaning given to it in the ISDA Definitions;
      - #97">(B) Screen Rate Determination
        #97">(1) if the Reference Rate is the US Federal Funds Rate, the US Federal Funds Rate for such Interest Period plus or minus (as indicated in the relevant Final Terms) the Margin (if any), all as determined by the Calculation Agent; provided, however, tha...
        #97">then the Rate of Interest for such Interest Period will be the Rate of Interest determined as at the Interest Determination Date in respect of the last preceding Interest Period (though substituting, where a different Margin is to be applied to the re...
        #97">(2) if the Reference Rate is the BBSW Rate, the BBSW Rate for such Interest Period (expressed as a percentage rate per annum) plus or minus (as indicated in the relevant Final Terms) the Margin (if any), all as determined by the Calculation Agent; pro...
        #97">in each case as at the Relevant Time on the Interest Determination Date in respect of such Interest Period, then the Rate of Interest for such Interest Period will be the Rate of Interest determined as at the Interest Determination Date in respect of ...
        #98">(3) if the Reference Rate is an ICE Swap Rate, the applicable ICE Swap Rate as it appears on the Relevant Screen Page on the Interest Determination Date in respect of such Interest Period plus or minus (as indicated in the relevant Final Terms) the Ma...
        #98">(4) if the Reference Rate is a TONA Tokyo Swap Rate, the TONA Tokyo Swap Rate in respect of such Interest Period plus or minus (as indicated in the relevant Final Terms) the Margin (if any), all as determined by the Calculation Agent; or
        #98">(5) in any other case, subject as provided below,
        #98">(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date in respect of such Interest Period plus or minus (as ...
    - #99">(iv) STR Notes
      - #99">(A) For the purposes of this Condition 6(b)(iv) (Interest … Interest-Floating Rate … STR Notes):
      - #99">"Compounded Daily STR" means, in respect of any Interest Period, the rate determined by the Calculation Agent on the Interest Determination Date in respect of such Interest Period in accordance with the following formula (and the resulting percentage...
      - #101">(B) In the case of STR Notes, the Rate of Interest for each Interest Period will, subject to Condition 6(j) (Interest … Maximum or Minimum Rate of Interest) and Condition 6(f) (Interest … Benchmark Replacement for Floating Rate Notes and Fixed Rate/F...
      - #101">(C) In the case of the determination of Compounded Daily STR pursuant to paragraph (B) above, if, in respect of any T2 Settlement Day in the relevant Interest Period or STR Observation Period, as applicable, the applicable STR Reference Rate is not...
      - #101">(D) If the Calculation Agent cannot determine Compounded Daily STR in respect of any Interest Period in accordance with paragraph (B) or paragraph (C), as applicable, above:
        #101">(1) Compounded Daily STR in respect of such Interest Period will be equal to Compounded Daily STR determined in respect of the immediately preceding Interest Period; or
        #101">(2) if there is no such preceding Interest Period, the Rate of Interest for such Interest Period will, subject to Condition 6(f) (Interest … Benchmark Replacement for Floating Rate Notes and Fixed Rate/Floating Rate Notes (other than SOFR Notes and CO...
    - #102">(v) SOFR Notes
      - #102">(A) For the purposes of this Condition 6(b)(v) (Interest … Interest-Floating Rate … SOFR Notes):
        #103">(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor and (b) the SOFR Benchmark Replace...
        #103">(2) the sum of: (a) the ISDA Fallback Rate and (b) the SOFR Benchmark Replacement Adjustment; or
        #103">(3) the sum of: (a) the alternate rate of interest that has been selected by the Issuer or the SOFR Benchmark Replacement Agent, if any, as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor, provided that, (i) ...
      - #106">(B) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily SOFR and either (i) Index Determination is specified as being not appl...
      - #107">(C) If a SOFR Benchmark Replacement is required at any time to be used pursuant to paragraph (2) of the definition of the term "SOFR Reference Rate", then the Issuer or SOFR Benchmark Replacement Agent, if any, will determine the SOFR Benchmark Replac...
        #107">(1) the Issuer or the SOFR Benchmark Replacement Agent, as applicable, shall also determine the method for obtaining or otherwise determining the rate described in subparagraph (a) of paragraph (1), (2) or (3) of the definition of the term "SOFR Bench...
        #107">(2) from (and including) the Affected Day, references to the Specified Time in the Terms and Conditions of the Notes shall be deemed to be references to the Alternative Specified Time;
        #108">(3) if the Issuer or the SOFR Benchmark Replacement Agent, as applicable, determines that (i) changes to the definitions of Business Day, Compounded Daily SOFR, Day Count Fraction, Interest Determination Date, Interest Payment Date, Interest Period, O...
        #108">(4) the Issuer will give notice or will procure that notice is given as soon as practicable to the Calculation Agent, and the relevant Agent (and in the case of Registered Notes, the relevant Registrar) and to the Noteholders in accordance with Condit...
      - #108">(D) Notwithstanding the other provisions of this Condition 6(b)(v) (Interest … Interest-Floating Rate … SOFR Notes), if the Issuer has appointed a SOFR Benchmark Replacement Agent and such SOFR Benchmark Replacement Agent is unable to determine whethe...
      - #109">(E) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily SOFR, and Index Determination is specified as being applicable in the ...
    - #109">(vi) SONIA Notes
      - #109">(A) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily SONIA and either (i) Index Determination is specified as being not app...
        #111">(1) the sum of: (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at 5.00 p.m. (or, if earlier, close of business) on such London Banking Day, and (ii) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previou...
        #112">(2) if such Bank Rate is not available, the SONIA Reference Rate published on the Relevant SONIA Page (or otherwise published by the SONIA Authorised Distributors) for the first preceding London Banking Day on which the SONIA Reference Rate was publis...
      - #112">(B) In the event that the Rate of Interest for any Interest Period cannot be determined in accordance with the foregoing provisions, the Rate of Interest for such Interest Period shall be:
        #112">(1) determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to t...
        #112">(2) if there is no such preceding Interest Determination Date, the Rate of Interest which would have been applicable for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Per...
      - #112">(C) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily SONIA, and Index Determination is specified as being applicable in the...
    - #113">(vii) SARON Notes
      - #113">(A) For the purposes of this Condition 6(b)(vii) (Interest … Interest-Floating Rate … SARON Notes):
      - #116">(B) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is SARON Compounded, the Rate of Interest for each Interest Period will, subject to Con...
      - #117">(C) "SARON Compounded" means, in respect of any Interest Period, the rate calculated by the Calculation Agent on the Interest Determination Date in respect of such Interest Period in accordance with the following formula (and the resulting percentage ...
      - #117">(D) If the Calculation Agent (1) is required to use a SARON Recommended Replacement Rate or the SNB Policy Rate pursuant to subparagraph (3)(i) or (3)(ii) of the definition of the term "SARON" set out in Condition 6(b)(vii)(A) (Interest … Interest-Flo...
    - #117">(viii) CORRA Notes
      - #118">(A) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily CORRA and either (i) Index Determination is specified as being not app...
      - #120">(B) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Reference Rate is Compounded Daily CORRA and Index Determination is specified as being applicable in the ...
      - #120">(C) Definitions:
    - #122">(ix) TONA Notes
      - #122">(A) For the purposes of this Condition 6(b)(ix) (Interest … Interest-Floating Rate … TONA Notes):
      - #122">"Compounded Daily TONA" means, in respect of any Interest Period, the rate determined by the Calculation Agent on the Interest Determination Date in respect of such Interest Period in accordance with the following formula (and the resulting percentage...
      - #122">"p" means the number of Tokyo Banking Days included specified as the "Lag Period" or "Observation Shift Period" (as applicable) in the relevant Final Terms;
      - #123">"Relevant TONA Page" means the page, section or other part of a particular information service (including, without limitation, Reuters and Bloomberg) specified as the Relevant TONA Page in the relevant Final Terms (or (i) such other page, section or o...
      - #123">"TONA Observation Period" means, in respect of any Interest Period, the period from (and including) the date falling p Tokyo Banking Days prior to the first day of such Interest Period to (but excluding) the date falling p Tokyo Banking Days prior to ...
      - #123">"TONA Reference Rate" means, in respect of any Tokyo Banking Day, the rate equal to:
  - #123">(1) TONA in respect of such Tokyo Banking Day as appearing on the Relevant TONA Page at or about the Relevant Time on the Tokyo Banking Day immediately following such Tokyo Banking Day; or
  - #123">(2) if TONA in respect of such Tokyo Banking Day does not appear as specified in paragraph (1) above, TONA in respect of the last Tokyo Banking Day for which TONA was published on the Relevant TONA Page.
    - #123">(B) In the case of TONA Notes, the Rate of Interest for each Interest Period will, subject to Condition 6(j) (Interest … Maximum or Minimum Rate of Interest) and Condition 6(f) (Benchmark Replacement for Floating Rate Notes and Fixed Rate/Floating Rat...
    - #123">(C) If the Calculation Agent cannot determine Compounded Daily TONA in respect of any Interest Period in accordance with paragraph (B) above:
      - #123">(1) Compounded Daily TONA in respect of such Interest Period will be equal to Compounded Daily TONA determined in respect of the immediately preceding Interest Period; or
      - #123">(2) if there is no such preceding Interest Period, the Rate of Interest for such Interest Period will, subject to Condition 6(f) (Benchmark Replacement for Floating Rate Notes and Fixed Rate/Floating Rate Notes (other than SOFR Notes and CORRA Notes))...
  - #124">(c) Fixed Rate/Floating Rate Notes
    - #124">(i) If the Interest Basis specified in the relevant Final Terms is "Fixed Rate/Floating Rate", the Notes will bear interest on their nominal amount at the applicable Rate of Interest from and including the Interest Commencement Date to but excluding (...
    - #124">(ii) Calculation of amount of interest per Calculation Amount
      - #124">(A) The amount of interest payable in respect of the Notes for any period ending on or prior to, or payable on any date falling on or prior to, the Floating Rate Commencement Date:
        #124">(1) in the case of each Interest Payment Date, will be the Fixed Coupon Amount, unless the relevant Final Terms specify that the Broken Amount is applicable to any such Interest Payment Date, in which case the amount of interest payable per Calculatio...
        #124">(2) where a Fixed Coupon Amount or Broken Amount is not specified in the relevant Final Terms or in the case of any date that is not an Interest Payment Date, shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying ...
      - #124">(B) If interest is required to be paid in respect of a Note on any date falling after the Floating Rate Commencement Date, the amount of interest payable per Calculation Amount on such date will be calculated by:
        #124">(1) applying the applicable Rate of Interest to the Calculation Amount;
        #124">(2) multiplying the product thereof by the Day Count Fraction; and
        #124">(3) rounding the resulting figure to the nearest Sub-unit of the Specified Currency, one half of any such Sub-unit being rounded upwards or otherwise in accordance with applicable market convention.
    - #124">(iii) Calculation of amount of interest per Note
      - #124">(A) the amount of interest per Calculation Amount; and
      - #124">(B) the number by which the Calculation Amount is required to be multiplied to equal the nominal amount of such Note.
  - #125">(d) Interest … Index-linked
  - #125">(e) Interest … Floating Rate Notes and Index-linked Notes - General Provisions
  - #125">(f) Benchmark Replacement for Floating Rate Notes and Fixed Rate/Floating Rate Notes (other than SOFR Notes and CORRA Notes)
    - #125">(i) the Issuer shall use reasonable endeavours to appoint an Independent Adviser to determine in the Independent Adviser's reasonable discretion, (1) a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor ...
    - #126">(ii) if on or prior to the Independent Adviser Determination Cut-off Date the Issuer is unable to appoint an Independent Adviser or the Independent Adviser appointed by the Issuer fails to determine (1) a Successor Rate or an Alternative Reference Rat...
    - #126">(iii) if subparagraph (ii) above applies and (1) the Issuer is unable or unwilling to determine a Successor Rate or, failing which, an Alternative Reference Rate prior to the Interest Determination Date relating to the Affected Interest Period, the Ra...
    - #126">(iv) if the Independent Adviser or the Issuer (in consultation with the Calculation Agent) determines (1) a Successor Rate or, failing which, an Alternative Reference Rate pursuant to subparagraph (i) or (ii) above, respectively or (2) (or, in the cas...
      - #127">(A) the Independent Adviser (in the case of (B) below, in consultation with the Issuer) or, following consultation with the Calculation Agent, the Issuer (as the case may be) shall also determine in its reasonable discretion (I) the method for obtaini...
      - #127">(B) for the Affected Interest Period and all Interest Periods thereafter or (in the case of SARON Notes) the Affected Zurich Banking Day and all subsequent Zurich Banking Days in the Affected SARON Observation Period and all SARON Observation Periods ...
      - #127">(C) references to the Relevant Screen Page or Relevant BBSW Page, as the case may be and if applicable, and to the Relevant Time in the Terms and Conditions of the Notes shall be deemed to be references to the Alternative Relevant Screen Page and the ...
      - #127">(D) if any changes to the definitions of Day Count Fraction, Business Day, Business Day Convention, Interest Determination Date, (in the case of SARON Notes) SARON, SARON Observation Period or Zurich Banking Day and/or changes to any of Conditions 6(b...
      - #128">(E) the Issuer shall promptly give notice to the Noteholders in accordance with Condition 13 (Notices) specifying the Successor Rate or Alternative Reference Rate (as applicable) or (in the case of SARON Notes) the Alternative SARON Reference Rate (in...
  - #128">(g) Dual Currency Notes
  - #128">(h) Partly Paid Notes
  - #128">(i) Notification of Rates of Interest etc. by Calculation Agent; calculation of Interest Amounts and Rates of Interest pursuant to Condition 7 (Redemption and Purchase)
    - #128">(i) The Calculation Agent will cause each Rate of Interest, Interest Payment Date, Interest Amount and such other information as may be determined by it, to be notified to the Paying Agents and, in the case of Registered Notes, the relevant Registrar ...
    - #129">(ii) If the Notes are to be redeemed pursuant to paragraph (b), (c), (d) or (e) of Condition 7 (Redemption and Purchase) and, in the case of Fixed Rate/Floating Rate Notes, the Early Redemption Date falls in the Floating Rate Period, the Calculation A...
    - #129">(iii) All determinations made by the Calculation Agent (or, if applicable, any Independent Adviser) for the purposes of this Condition shall, in the absence of manifest error, be final and binding on all parties.
  - #129">(j) Maximum or Minimum Rate of Interest
- #129">7. REDEMPTION AND PURCHASE
  - #129">(a) Final Redemption
  - #129">(b) Redemption for Taxation Reasons
    - #130">(i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 9 (Taxation) as a result of any change in, or amendment to, the laws or regulations of...
    - #130">(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such...
  - #130">(c) Redemption at the Option of the Issuer (Fair Market Value)
- #130">The "Fair Market Value Amount" will be, in respect of each nominal amount of Notes equal to the Calculation Amount, the fair market value of such Notes, less a pro rata share of the costs of unwinding any related underlying hedging arrangements, as de...
  - #130">(d) Redemption at the Option of the Issuer (Issuer Call)
    - #130">(i) not less than 15 nor more than 35 days' (or such other period as may be specified in the relevant Final Terms) notice to the Noteholders in accordance with this Condition; and
    - #130">(ii) not less than 15 days before the giving of the notice referred to in subparagraph (i) above, notice to the Agent and the relevant Registrar, (which notices shall be irrevocable),
  - #131">(e) Redemption at the Option of the Issuer (Make-Whole Redemption)
    - #131">(i) not less than 15 nor more than 35 days' (or such other period as may be specified in the relevant Final Terms) notice to the Noteholders in accordance with this Condition; and
    - #131">(ii) not less than 15 days before the giving of the notice referred to in subparagraph (i) above, notice to the Agent and the relevant Registrar, (which notices shall be irrevocable),
  - #131">(f) The Appropriate Notice
    - #131">(i) the Series of Notes subject to redemption;
    - #131">(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the Notes of the relevant Series which are to be redeemed;
    - #131">(iii) the due date for such redemption, which in the case of Condition 7(b) (Redemption and Purchase … Redemption for Taxation Reasons), Condition 7(c) (Redemption and Purchase … Redemption at the Option of the Issuer (Fair Market Value)) and Conditio...
    - #131">(iv) the circumstances giving rise to the Issuer's entitlement to effect such redemption.
  - #131">(g) Redemption at the Option of the Noteholders
  - #132">(h) Purchases
  - #132">(i) Cancellation
  - #132">(j) Early Redemption Amounts
    - #132">(i) In respect of any Note (other than an Index-linked Note and a Zero Coupon Note), "Early Redemption Amount" means its nominal amount or such other amount as may be specified in, or determined in accordance with, these General Terms and Conditions o...
    - #132">(ii) In the case of Index-linked Notes (other than Zero Coupon Notes but including Partly Paid Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in...
    - #132">(iii) In the case of Zero Coupon Notes, "Early Redemption Amount" means the amount (the "Amortised Face Amount") equal to the sum of:
      - #132">(A) the Reference Price specified in the relevant Final Terms (the "Reference Price"); and
      - #132">(B) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and ...
  - #133">(k) Partial redemption
- #133">8. PAYMENTS
  - #133">(a) Payments - Bearer Notes
    - #133">(i) Payment of amounts (including accrued interest) due on the redemption of Bearer Notes will be made against presentation and, save in the case of a partial redemption, surrender of the relevant Bearer Notes at the specified office of any of the Pay...
    - #133">(ii) Payment of amounts due in respect of interest on Bearer Notes will be made in accordance with the following provisions:
      - #133">(A) In the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside the United States or its possessions a...
      - #133">(B) In the case of definitive Bearer Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant definitive Bearer Notes at the specified office of any of the Paying Agents outside the United Stat...
      - #133">(C) In the case of definitive Bearer Notes delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside the United States or its possessions.
    - #133">(iii) If the due date for payment of any amount (whether in respect of principal, interest or otherwise) in respect of any Bearer Notes is not a Payment Business Day in the place of presentation, then the Noteholder will not be entitled to payment the...
    - #134">(iv) Each definitive Bearer Note initially delivered with Coupons attached thereto should be surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which:
      - #134">(A) in the case of definitive Bearer Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons will be deducted from the amount otherwise payable on such final redemption, the amount so deducted being payable agai...
      - #134">(B) in the case of definitive Bearer Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such definitive Bearer Notes (whether or not surrendered therewith) shall become void and no payment s...
    - #134">(v) So long as the Bearer SIS Notes are represented by a Permanent Global Note, the receipt by the SIS Note Intermediary of the due payment of funds in Swiss francs in Switzerland shall release the Issuer from its obligations under the Bearer SIS Note...
  - #134">(b) Payments - Registered Notes
    - #134">(i) Payment of amounts (including accrued interest) due on the final redemption of Registered Notes will be made against presentation and, save in the case of a partial redemption, surrender of the relevant Registered Notes at the specified office of ...
    - #134">(ii) If the due date for payment of any amount due (whether in respect of principal, interest or otherwise) in respect of any Registered Notes is not a Payment Business Day, the Holder thereof will not be entitled to payment thereof until the next fol...
    - #134">(iii) Payment of amounts (whether principal, interest or otherwise) due in respect of Registered Notes will be paid to the Holders thereof (or, in the case of joint Holders, the first-named) as appearing in the register kept by the relevant Registrar ...
    - #135">(iv) Notwithstanding the provisions of Condition 8(b)(i) (Payments … Registered Notes) payments of interest in respect of Registered Notes will be made (A) in the case of a currency other than Renminbi, by a cheque drawn on a bank in the Relevant Fina...
  - #135">(c) Payments - Uncertificated Swiss SIS Notes
  - #135">(d) Payments - Uncertificated Swiss Non-SIS Notes
  - #136">(e) Payments - General Provisions
    - #136">(i) Payments of amounts due (whether in respect of principal, interest or otherwise) in respect of Notes will be made (i) in the case of a currency other than Renminbi, in the currency in which it is denominated by cheque drawn on, or by transfer to a...
    - #136">(ii) The Issuer reserves the right to vary or terminate the appointment of an Agent or any other Paying Agent or Transfer Agent, or any Registrar and to appoint additional or other Paying Agents or Transfer Agents, or another Registrar. The Issuer wil...
    - #136">(iii) Any appointment or termination of appointment of, or any resignation by, any Agent, Paying Agent, (subject to subparagraph (iv) below) Calculation Agent or Registrar:
      - #136">(A) in the case of Notes which are not Registered Notes sold in reliance upon Rule 144A, may take place at any time, provided that the Issuer promptly notifies the Holders of any such appointment, termination or resignation in accordance with Conditio...
      - #136">(B) in the case of Registered Notes sold in reliance upon Rule 144A, may only take effect no more than 45 and no less than 30 days after the Issuer has notified the Holders of such appointment, termination or resignation pursuant to Condition 13 (Noti...
    - #136">(iv) If at any time the Calculation Agent fails to duly calculate (A) the Rate of Interest and the Interest Amount for any Interest Period or (B) if the Notes are to be redeemed pursuant to paragraph (b), (c), (d) or (e) of Condition 7 (Redemption and...
  - #137">(f) Payment Disruption
    - #137">(i) Occurrence of a Payment Disruption Event or a CNY Payment Disruption Event
    - #137">(ii) Payment Disruption Event
      - #137">(A) Postponement of relevant dates
      - #137">(B) Issuer's option to vary settlement
        #137">(1) make payments due to be made in the Subject Currency in the Base Currency, converted from the Subject Currency into the Base Currency at a rate reasonably selected by the Issuer; or
        #137">(2) make payments due to be made in the Base Currency in the Subject Currency, disregarding any obligation to convert amounts into the Base Currency.
    - #138">(iii) CNY Payment Disruption Event
      - #138">(A) If the relevant Final Terms specify "CNY Payment Disruption Event" to be applicable, then "Payment of Equivalent Amount" and "Date Postponement" shall be applicable unless the relevant Final Terms specify "Payment of Equivalent Amount" and/or "Dat...
      - #138">(B) Upon the occurrence of a CNY Payment Disruption Event:
        #138">(1) Postponement of relevant dates
        #138">(2) Payment of Equivalent Amount
    - #139">(iv) Payments net of expenses
    - #139">(v) Payment Event Cut-Off Date
    - #139">(vi) For the purposes of this Condition 8(f) (Payment … Payment Disruption):
      - #139">(A) an event that makes it impossible or impractical for the Issuer and/or its affiliates to convert any amounts in CNY due in respect of the Notes in the general CNY foreign exchange market in the relevant CNY Settlement Centre(s), other than where s...
      - #139">(B) an event that makes it impossible or impractical for the Issuer and/or its affiliates to deliver CNY (1) between accounts inside the relevant CNY Settlement Centre(s), (2) from an account inside the relevant CNY Settlement Centre(s) to an account ...
      - #140">(C) the general CNY foreign exchange market in the relevant CNY Settlement Centre becomes illiquid as a result of which the Issuer and/or its affiliates cannot obtain sufficient CNY in order to satisfy the Issuer's payment obligations (in whole or in ...
      - #140">(A) has the direct or indirect effect of hindering, limiting or restricting (i) the convertibility of the relevant Subject Currency into the Base Currency, or (ii) the transfer of the Subject Currency or the Base Currency to countries other than the c...
      - #140">(B) results in the unavailability of any relevant Base Currency or Subject Currency in the interbank foreign exchange market in any Relevant Financial Centre(s) in accordance with normal commercial practice;
      - #141">(A) the occurrence of either (1) an Inconvertibility Event and/or (2) a Non-Transferability Event;
      - #141">(B) the imposition by the Subject Currency Jurisdiction (or any political or regulatory authority thereof) of any capital controls, or the publication of any notice of an intention to do so, which the Issuer determines in good faith is likely material...
      - #141">(C) the implementation by the Subject Currency Jurisdiction (or any political or regulatory authority thereof) or the publication of any notice of an intention to implement any changes to the laws or regulations relating to foreign investment in the S...
  - #141">(g) Interpretation of Principal and Interest
    - #141">(i) any Additional Amounts which may be payable with respect to principal under Condition 9 (Taxation);
    - #141">(ii) the Final Redemption Amount of the Notes;
    - #141">(iii) the Early Redemption Amount of the Notes;
    - #141">(iv) the Optional Redemption Amount(s) (if any) of the Notes;
    - #141">(v) in relation to Zero Coupon Notes, the Amortised Face Amount; and
    - #141">(vi) any premium and any other amounts which may be payable by the Issuer under or in respect of the Notes.
- #142">9. TAXATION
  - #142">(a) All sums payable by or on behalf of the Issuer pursuant to the Terms and Conditions of the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other government charges of a...
  - #142">(b) If the Issuer is required by law to deduct or withhold any Taxes imposed by or on behalf of a Relevant Jurisdiction then the Issuer will pay such additional amounts as will result in the Noteholders or the Couponholders receiving the amounts they ...
  - #142">(c) The Issuer will not be required to pay any Additional Amounts pursuant to Condition 9(b) (Taxation) in relation to a Note or Coupon, (i) to a Noteholder or Couponholder who is liable to such Taxes on the Note or Coupon as a result of having some c...
    - #142">(i) "Offshore Associate" means an associate (as defined in section 128F(9) of the Australian Tax Act) that is either:
      - #142">(A) a non-resident of Australia which does not acquire the Notes in carrying on a business at or through a permanent establishment in Australia; or
      - #143">(B) a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia.
    - #143">(ii) "Australian Tax Act" means the Income Tax Assessment Act 1936 of Australia and the Income Tax Assessment Act 1997 of Australia, as applicable.
    - #143">(iii) "Relevant Date" means the date on which the payment first becomes due. If the full amount of the moneys payable on the due date has not been received by the relevant Agent on or before the due date, then "Relevant Date" means the date on which n...
    - #143">(iv) "Relevant Jurisdiction" means (A) United Kingdom and Switzerland, where the Issuer is acting through UBS AG London Branch, (B) Jersey and Switzerland, where the Issuer is acting through UBS AG Jersey Branch, (C) Australia and Switzerland, where t...
  - #143">(d) Any reference in the Terms and Conditions of the Notes to amounts payable by the Issuer pursuant to the Terms and Conditions of the Notes includes (i) any Additional Amount payable pursuant to this Condition 9 (Taxation) and (ii) any sum payable p...
  - #143">(e) Notwithstanding any other provisions contained herein, the Issuer shall be permitted to withhold or deduct any amounts required by the rules of Section 871(m) of the US Internal Revenue Code of 1986, as amended and as may be further amended from t...
- #143">10. PRESCRIPTION
  - #143">(a) In the case of Notes other than Swiss Notes:
    - #143">(i) Bearer Notes will become void unless presented for payment within a period of ten years from the Relevant Date. Coupons will become void unless presented for payment within five years of the Relevant Date.
    - #143">(ii) The rights of holders of Registered Notes to make claims against the Issuer for payments of principal will become void ten years after the Relevant Date. The rights of holders of Registered Notes to make claims against the Issuer for payments oth...
  - #143">(b) In the case of Swiss Notes, in accordance with Swiss law, claims for interest payments under the Notes will become time-barred after the five-year period, and claims for the repayment or redemption of the Notes will become time-barred after the te...
- #144">11. EVENTS OF DEFAULT
  - #144">(a) Senior Notes
    - #144">(i) there is a default for more than 30 days in the payment of any principal or interest due in respect of the Notes; or
    - #144">(ii) there is a default in the performance by the Issuer of any other obligation under the Notes and such default continues for a period of 60 days after written notice of such default has been given by any Noteholder to the Issuer; or
    - #144">(iii) any order shall be made by any competent court or other authority or resolution passed by the Issuer for the dissolution or winding-up of the Issuer or for the appointment of a liquidator, receiver, administrator or manager of the Issuer or of a...
    - #144">(iv) the Issuer shall stop payment or shall be unable to, or shall admit to creditors generally its inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent, or shall enter into any composition or other arra...
  - #144">(b) Subordinated Notes
    - #144">(i) there is a default for more than 30 days in the payment of any principal or interest due in respect of the Notes; or
    - #144">(ii) there is a default in the performance by the Issuer of any other obligation under the Notes and such default continues for a period of 60 days after written notice of such default has been given by any Noteholder to the Issuer; or
    - #144">(iii) an order is made in Switzerland or, in the case of Subordinated Notes issued by the Issuer acting through a Branch, the country where the relevant Branch is located by any competent court or other authority for the dissolution, administration or...
    - #145">(iv) the Issuer stops payment, or is unable to, or admits to creditors generally an inability to, pay its debts as they fall due, or passes a resolution for the dissolution, administration or winding-up of the Issuer, or shall enter into any compositi...
- #145">12. REPLACEMENT
- #145">13. NOTICES
  - #145">(a) Bearer Notes (other than Bearer SIS Notes)
  - #145">(b) Registered Notes
  - #145">(c) Global Notes (Bearer Notes (other than Bearer SIS Notes) and Registered Notes)
  - #146">(d) SIS Notes
  - #146">(e) Uncertificated Swiss Non-SIS Notes
- #146">14. MEETINGS OF NOTEHOLDERS AND MODIFICATIONS OF TERMS AND CONDITIONS; SUBSTITUTION
  - #146">(a) The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matters affecting their interests, including modification of the Notes and any provisions of the Agency Agreement applicable to the Notes. Subject t...
  - #147">(b) The Notes and the Terms and Conditions of the Notes may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error or, which may be necessary or desirable to give effect to the provisions of paragraph (C) of...
  - #147">(c) If the relevant Final Terms specify that this Condition 14(c) applies to the Notes of such Series, then, except as otherwise specified in paragraph (b) and paragraphs (d) through (j) of this Condition 14 (Meetings of Noteholders and Modifications ...
  - #147">(d) The Issuer may, at its option and having given no more than 30 nor less than 10 days' notice (ending, in the case of Notes which bear interest at a floating rate, on a day upon which interest is payable) to the Noteholders in accordance with Condi...
  - #148">(e) Upon any designation of a Substitute Entity pursuant to paragraph (d) above, the Substitute Entity shall succeed to the rights and obligations of the Current Entity under the Notes, the Agency Agreement and the Deed of Covenant and the Current Ent...
  - #148">(f) Not less than 10 nor more than 30 days prior to the effective date of any assumption by a Substitute Entity pursuant to paragraph (e) above, the Issuer shall procure the notification to the Noteholders, in accordance with Condition 13 (Notices), o...
  - #149">(g) Upon any assumption pursuant to paragraph (e) above becoming effective, references in these General Terms and Conditions to the Relevant Jurisdiction being the jurisdiction of establishment of the Current Entity and Switzerland and any other juris...
  - #149">(h) Prior to any assumption pursuant to paragraph (e) above, the Issuer may, without the consent of the Noteholders, upon giving no more than 30 and no less than 10 days' notice to the Noteholders in accordance with Condition 13 (Notices), at any time...
  - #149">(i) Upon any Issuing Branch Substitution pursuant to which the Issuer was not acting through the UBS Head Office immediately prior thereto, references in these General Terms and Conditions to the Relevant Jurisdiction being the jurisdiction of establi...
  - #149">(j) Upon any Issuing Branch Substitution pursuant to which the Issuer was acting through the UBS Head Office immediately prior thereto, references in these General Terms and Conditions to the Relevant Jurisdiction shall be read and construed as to inc...
- #149">15. FURTHER ISSUES
- #150">16. GOVERNING LAW AND JURISDICTION
  - #150">(a) The Agency Agreement (other than the Uncertificated Swiss Note Agency Agreement) and the Notes (other than Swiss Notes) and any related Coupons and Talons and all non-contractual obligations arising out of or in connection with the Agency Agreemen...
  - #150">(b) The courts of England, sitting in London, are to have jurisdiction to settle any disputes which may arise out of or in connection with the Notes (other than Swiss Notes) or any related Coupons or Talons (including a dispute relating to the existen...
  - #150">(c) The Issuer agrees that, except in relation to Swiss Notes, the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to it at 5 Broadgate, London...
  - #150">(d) The Swiss Notes, any related Coupons and the Terms and Conditions of the Notes with respect to such Notes are governed by and shall be construed in accordance with the laws of Switzerland. The courts of the Canton of Zurich (venue being the City o...
  - #150">(e) The Uncertificated Swiss Note Agency Agreement will be governed by and construed in accordance with the laws of Switzerland. The courts of the Canton of Zurich (venue being the City of Zurich) will have exclusive jurisdiction to settle any dispute...
#151">USE OF PROCEEDS
#153">DESCRIPTION OF UBS AG
- #153">1. Overview
- #153">2. Information about the Issuer
  - #153">2.1 Corporate Information
  - #154">2.2 UBS's borrowing and funding structure and financing of UBS's activities
- #154">3. Business Overview
  - #154">3.1 Organisational Structure of UBS AG
  - #155">3.2 Principal activities
- #155">UBS AG businesses are organised globally into five business divisions: Global Wealth Management, Personal & Corporate Banking, Asset Management, the Investment Bank, and Non-core and Legacy. UBS Group functions are support and control functions that p...
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  - #155">3.3 Competition
  - #156">3.4 Recent Developments
#156">Selected consolidated financial information
- #157">Refer to "Recent developments" in the UBS AG First Quarter 2024 Report, as well as to "Our environment" and "Regulatory and legal developments" in the Annual Report 2023, for information on key regulatory, legal and other developments.
  - #157">3.5 Trend Information
- #158">4. Administrative, Management and Supervisory Bodies of UBS AG
- #163">5. Auditors
- #164">6. Major Shareholders of UBS AG
- #164">7. Financial Information concerning UBS AG's Assets and Liabilities, Financial Position and Profits and Losses
  - #164">7.1 Historical Annual Financial Information
  - #164">7.2 Auditing of Historical Annual Financial Information
  - #164">7.3 Interim Financial Information
  - #164">7.4 Incorporation by Reference
  - #164">7.5 Litigation, Regulatory and Similar Matters
  - #165">7.6 Material Contracts
  - #165">7.7 Significant Changes in the Financial Position and Performance; Material Adverse Change in Prospects
- #166">8. Share Capital
- #166">9. Documents Available
#167">PRO FORMA FINAL TERMS
#168">Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the UBS AG Euro Note Programme
#168">PART A - CONTRACTUAL TERMS
#168">[Include whichever of the following apply or specify as 'Not Applicable' (N/A). Note that the numbering should remain as set out below, even if 'Not Applicable' is indicated for individual paragraphs (in which case the subparagraphs of the paragraphs...
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#182">PART B - OTHER INFORMATION
#190">PRO FORMA PRICING SUPPLEMENT
#190">NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH REGULATION (EU) 2017/1129 [(THE "PROSPECTUS REGULATION")] FOR THE ISSUE OF NOTES DESCRIBED BELOW
#192">PART A - CONTRACTUAL TERMS
#192">The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Listing Particulars with an earlier date.
#192">[Include whichever of the following apply or specify as 'Not Applicable' (N/A). Italics denote guidance for completing this Pricing Supplement. If the first Tranche of an issue that is being increased was issued under a base listing particulars with ...
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#209">PART B … OTHER INFORMATION
#216">[ANNEX 1 … SUPPLEMENTAL CONDITIONS FOR NOTES CLEARED THROUGH CMU]76F
#216">"Payment Business Day" means:
- #216">(a) if the currency of payment is euro, any day which is:
  - #216">(i) a day on which the banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #216">(ii) a day on which T2 is operating; or
- #216">(b) if the currency of payment is in CNY, any day which is a day on which commercial banks in Hong Kong are open for business and settlement of CNY payments in Hong Kong; or
- #216">(c) if the currency of payment is not euro or CNY, any day which is:
  - #216">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #216">(ii) a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment; and
- #216">(d) if the Notes are lodged with the CMU, a day on which the CMU is operating.
#220">PRO FORMA ALTERNATIVE PRICING SUPPLEMENT
#222">An investment in the Notes involves certain risks. Noteholders should read and understand the risk factors in the Base Listing Particulars. Noteholders should understand that such risk factors are not exhaustive.
#223">Issue Price and Commissions
#223">The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Listing Particulars with an earlier date.
#223">[Include whichever of the following apply or specify as 'Not Applicable' (N/A)/to be deleted. Italics denote guidance for completing this Pricing Supplement. If the first Tranche of an issue that is being increased was issued under a base listing par...
#223">Product Structure
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#248">[ANNEX 1 … SUPPLEMENTAL CONDITIONS FOR NOTES CLEARED THROUGH CMU]124F
#248">"Payment Business Day" means:
- #248">(a) if the currency of payment is euro, any day which is:
  - #248">(i) a day on which the banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #248">(ii) a day on which T2 is operating; or
- #248">(b) if the currency of payment is in CNY, any day which is a day on which commercial banks in Hong Kong are open for business and settlement of CNY payments in Hong Kong; or
- #248">(c) if the currency of payment is not euro or CNY, any day which is:
  - #248">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #248">(ii) a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment; and
- #248">(d) if the Notes are lodged with the CMU, a day on which the CMU is operating.
#252">TAXATION
#252">SWITZERLAND
- #252">(a) Withholding Tax
- #253">(b) Stamp Tax
- #253">(c) Income Tax
- #254">(d) Automatic Exchange of Information in Tax Matters
- #254">(e) Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act
#254">AUSTRALIA
#254">Prospective Noteholders should also be aware that particular terms of issue of any Series of Notes may affect the tax treatment of that and other Series of Notes. This summary is not intended to be, nor should it be construed as legal or tax advice t...
- #254">1. INTRODUCTION
- #255">2. INTEREST WITHHOLDING TAX
  - #255">The requirements under section 128F for an exemption from IWT in respect of the Notes are as follows:
    - #255">(a) UBS AG is a company and non-resident of Australia carrying on business at or through a permanent establishment in Australia when it issues the Notes and when interest (as defined in section 128A(1AB) of the Australian Tax Act) is paid.
    - #255">(b) the Notes are issued in a manner which satisfies the public offer test. There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets are aware that UBS AG Australia Branch ...
      - #255">(i) offers to 10 or more unrelated financiers, securities dealers or entities that carry on the business of providing finance, or investing or dealing in securities, in the course of operating in the financial markets;
      - #255">(ii) offers to 100 or more investors of a certain type;
      - #255">(iii) offers of listed Notes;
      - #255">(iv) offers via publicly available information sources; and
      - #255">(v) offers to a dealer, manager or underwriter who offers to sell the Notes within 30 days by one of the preceding methods.
    - #255">(c) UBS AG does not know, or have reasonable grounds to suspect, at the time of issue, that the Notes or an interest in a Note was being, or would later be, acquired directly or indirectly by an "associate" of UBS AG, except as permitted by section 12...
    - #255">(d) at the time of the payment of interest, UBS AG does not know, or have reasonable grounds to suspect, that the payee is an "associate" of UBS AG, except as permitted by section 128F(6) of the Australian Tax Act.
- #255">
  
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- #255">
  
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- #256">3. OTHER TAX MATTERS
#257">UNITED KINGDOM
#257">The following assumes that UBS AG is not resident in the United Kingdom for United Kingdom tax purposes, that (except in the case of Notes issued by UBS AG London Branch) UBS AG is not issuing the Notes for the purposes of a trade or other business c...
- #257">1. UK Withholding Tax on UK Source Interest
  - #257">1.1 UK Notes listed on a recognised stock exchange
  - #257">1.2 All UK Notes
  - #258">1.3 All other cases
- #258">2. Payments under Deed of Covenant
- #258">3. Other rules relating to United Kingdom withholding tax
#258">JERSEY
#259">HONG KONG
- #259">(a) Withholding Tax
- #259">(b) Stamp Duty
  - #259">(i) such Bearer Notes are denominated in a currency other than the currency of Hong Kong and are not repayable in any circumstances in the currency of Hong Kong; or
  - #259">(ii) such Bearer Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap. 117) (the "SDO")).
#259">UNITED STATES FEDERAL TAXATION
#260">Treatment of Notes as Indebtedness
#261">Tax Consequences for U.S. Holders
#261">Payments of Interest
#261">Original Issue Discount
#262">Short-Term Notes
#262">Sale, Exchange or Retirement of the Notes
#262">Contingent Payment Debt Instruments
#264">Premium
#264">Foreign Currency Notes
#265">Substitution of the Issuer and Replacement of Reference Rates
#266">IRS Reporting Requirements
#266">Backup Withholding and Information Reporting
#266">Tax Consequences for Non-U.S. Holders
#266">FATCA Withholding Tax
#267">ERISA AND RELATED CONSIDERATIONS
#268">Fiduciary Duty of Investing ERISA Plans
#268">Prohibited Transactions
#269">The Plan Assets Regulation
#269">Similar Plans
#270">Representations and Warranties
#270">COMMON REPORTING STANDARD
#271">SELLING RESTRICTIONS
#271">Any such agreement for the issue and subscription of Notes will, among other things, provide for the form and terms and conditions of the relevant Notes, the price at which such Notes will be subscribed by the Dealer(s) and the commissions or other a...
#271">UNITED STATES
#273">PROHIBITION ON SALES TO EEA RETAIL INVESTORS
#273">If the relevant Final Terms in respect of any Notes specifies "Prohibition on sales to EEA retail investors" as 'Applicable' and includes a legend entitled "Prohibition on sales to EEA retail investors", each Dealer has represented and agreed, and ea...
- #273">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #273">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #274">(ii) a customer within the meaning of 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
  - #274">(iii) not a qualified investor as defined in the Prospectus Regulation; and
- #274">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
#274">PUBLIC OFFER SELLING RESTRICTION UNDER THE PROSPECTUS REGULATION
#274">If the relevant Final Terms in respect of any Notes specifies "Prohibition on sales to EEA retail investors" as 'Not Applicable', in relation to each Member State, each Dealer has represented and agreed, and each further Dealer appointed under the Pr...
- #274">(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
- #274">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
- #274">(c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
#274">PROHIBITION ON SALES TO UK RETAIL INVESTORS
#274">If the relevant Final Terms in respect of any Notes specifies "Prohibition on sales to UK retail investors" as 'Applicable' and includes a legend entitled "Prohibition on sales to UK retail investors", each Dealer has represented and agreed, and each...
- #274">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #274">(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 EUWA; or
  - #274">(ii) a customer within the meaning of the provisions of 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...
  - #274">(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
- #274">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
- #275">(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
- #275">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the UK subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Iss...
- #275">(c) at any time in any other circumstances falling within section 86 of the FSMA,
#275">SELLING RESTRICTIONS ADDRESSING ADDITIONAL UNITED KINGDOM SECURITIES LAWS
#275">In relation to each Tranche of Notes, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
- #275">(a) Financial Promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #275">(b) General Compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.
#275">SELLING RESTRICTIONS ADDRESSING ADDITIONAL NETHERLANDS SECURITIES LAWS
#276">AUSTRALIA
#276">No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Programme or the Notes has been (or will be) lodged with, or registered by, the Australian Securities and Investments Commission ("ASIC"). Each Dealer ...
- #276">(a) has not offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of the Notes (or an interest in them) in, or into Australia (including an offer or invitation which is received by a person in Aust...
- #276">(b) has not distributed or published, and will not distribute or publish, this Base Prospectus/Base Listing Particulars or any other offering material or advertisement relating to the Notes (or an interest in them) in Australia,
  - #276">(i) the aggregate consideration payable by each offeree is at least A$500,000 (or the equivalent in another currency, in either case, disregarding monies lent by the offeror or its associates) or the offer or invitation otherwise does not require disc...
  - #276">(ii) such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with ASIC or any other regulatory authority in Australia; and
  - #276">(iii) the offer or invitation is not made to a person who is a "retail client" within the meaning of section 761G of the Corporations Act.
#276">JAPAN
#276">SINGAPORE
#277">HONG KONG
#277">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
- #277">1. it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes except for Notes which are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") other t...
- #277">2. it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which ...
#277">PRC
#277">TAIWAN
#278">CANADA
#278">JERSEY
#278">BELGIUM
#279">SWITZERLAND
- #279">(a) Subject to paragraph (b) below, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
  - #279">(i) the Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act of 15 June 2018, as amended (the "FinSA"), and will not be admitted to trading on a trading venue (exchange or mul...
  - #279">(ii) neither this Base Prospectus/Base Listing Particulars nor any Final Terms nor any other offering or marketing material relating to any Notes (A) constitutes a prospectus as such term is understood pursuant to the FinSA or (B) has been or will be ...
  - #279">(iii) neither this Base Prospectus/Base Listing Particulars nor any Final Terms nor other offering or marketing material relating to any Notes may be publicly distributed or otherwise made publicly available in Switzerland.
- #279">(b) Notwithstanding paragraph (a) above, in respect of any Notes to be issued, the Issuer and the relevant Dealer(s) may agree that (i) such Notes may be publicly offered in Switzerland within the meaning of the FinSA and/or (ii) an application will b...
- #279">(c) Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that under no circumstances may Notes with a derivative character within the meaning of article 86(2) of the Fin...
- #279">(d) The Notes do not constitute participations in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 (as amended, the "CISA"), and, therefore, the Notes are not subject to the ap...
#279">SPAIN
#279">Neither the Notes nor this Base Prospectus/Base Listing Particulars have been registered with the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores). Accordingly, the Notes may not be offered, sold or distributed, nor m...
#280">The Notes may only be offered or sold in Spain by institutions authorised under the Spanish Law 6/2023, of 17 March, on the Securities Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de I...
#280">FRANCE
#280">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has only offered or sold, and will only offer or sell, directly or indirectly, Notes in France to qualified...
- #280">(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No. 20307 of 15 February 2018 and Legislat...
- #280">(ii) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementi...
- #280">(iii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.
#281">GENERAL
#282">TRANSFER RESTRICTIONS
- #282">1. TRANSFER RESTRICTIONS
  - #287">(a) Purchases: Each purchaser of Notes represented by a Unified Global Note will be deemed to have represented, agreed and acknowledged that either (x) it is a QIB purchasing (or holding) the Notes for its own account or the account of one or more QIB...
  - #287">(b) Transfers: In the case of transfers to a person who takes delivery in the form of Notes represented by a Unified Global Note, from a holder of Notes represented by that Unified Global Note within such period, upon (x) with respect only to transfer...
  - #288">(c) Legend: Each Unified Global Note will bear a legend to the following effect unless otherwise agreed to by the Issuer:
  - #290">(d) Unless otherwise provided in the relevant Final Terms it will be deemed to have represented, warranted and agreed, by its acquisition and holding of such a Note (or an interest therein), that either (i) it is not (and for so long as it holds such ...
  - #290">(e) Any purported transfer of such a Note (or an interest therein) that does not comply with these requirements above (c) and (d) shall be null and void ab initio. There can be no assurance that these representations and warranties will be effective t...
  - #291">(f) It understands that the Issuer, the Registrar, the relevant Dealer(s) and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of th...
- #291">2. EXCHANGE OF INTERESTS IN REGISTERED GLOBAL NOTES FOR REGISTERED DEFINITIVE NOTES
#292">GENERAL INFORMATION
- #292">1. The establishment of the Programme was authorised by resolutions of the Board of Directors of the Issuer passed on 24 June 1998. The 2015 annual update of the Programme and subsequent annual updates of the Programme were authorised by the Group Tre...
- #292">2. Application has been made to Euronext Dublin for Notes issued under the Programme during the 12 months from the date of this Base Prospectus or the Base Listing Particulars (as applicable) to be admitted to the official list of Euronext Dublin and ...
- #292">3. Save as disclosed in the "Description of UBS AG" section in this Base Prospectus/Base Listing Particulars, no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which UBS AG is aware) ...
- #292">4. There has been no significant change in the financial position or financial performance of UBS AG or the UBS AG Group since 31 March 2024, which is the end of the last financial period for which financial information has been published.
- #292">5. There has been no material adverse change in the prospects of UBS AG or the UBS AG Group since 31 December 2023.
- #292">6. For the years ended 31 December 2023 and 2022 the consolidated financial statements of UBS AG were audited, without qualifications, by Ernst & Young Ltd, chartered accountants. Ernst & Young Ltd is a member of EXPERTsuisse, the Swiss Expert Associa...
- #292">7. For so long as the Programme remains in effect or any Notes shall be outstanding, electronic versions of the following documents (including English translations where relevant) may be inspected at the registered office of the Issuer and, in the cas...
- #293">8. The Notes have been or may be accepted for clearance through Euroclear, Clearstream Luxembourg, DTC, Clearstream Frankfurt, SIS, the CMU and/or any other clearing system as may be specified in the relevant Final Terms.
- #293">9. In the case of Bearer Notes (other than Bearer SIS Notes) in global form, held in a clearing system, investors will have certain direct rights of enforcement against the Issuer in the event of such global note becoming void ("Direct Rights"). The D...
- #293">10. Regulations in Australia restrict or prohibit payments, transactions and dealings with assets having a prescribed connection with certain countries or named individuals or entities subject to international sanctions or associated with terrorism.
- #293">11. There are no material contracts having been entered into outside the ordinary course of the Issuer's business, and which could result in any member of the UBS AG Group being under an obligation or entitlement that is material to the Issuer's abili...
- #293">12. Notes may be issued at any price and on a fully paid basis, as specified in the relevant Final Terms. The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue i...
- #293">13. The yield of each Tranche of Notes set out in the relevant Final Terms will be calculated on the basis of the relevant issue price at the relevant issue date on an annual or semi-annual basis. It is not an indication of future yield.
- #293">14. The Dealers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment resea...
- #294">15. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to any stock exchange or listing venue mentioned herein.
- #294">16. To the extent that any underwriter that is not U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicabl...
- #294">17. The language of this Base Prospectus/Base Listing Particulars is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under appli...
- #294">18. The Legal Entity Identifier (LEI) code of UBS AG is BFM8T61CT2L1QCEMIK50.
- #294">19. This Base Prospectus/Base Listing Particulars is valid until 14 June 2025. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus/Base Listing Particulars after the end of its 12-month validity period.