Obligation UBG 0% ( DE000UH4C6V4 ) en EUR

UBG

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DE000UH4C6V4 ( en EUR )

19/11/2026

Prospectus brochure de l'obligation UBS DE000UH4C6V4 en EUR 0%, échéance 19/11/2026

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30 000 000 EUR

UBS est une banque suisse multinationale offrant une large gamme de services financiers, notamment la gestion de fortune, la banque d'investissement et la gestion d'actifs, à une clientèle privée et institutionnelle mondiale.

L'Obligation émise par UBG ( Suisse ) , en EUR, avec le code ISIN DE000UH4C6V4, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/11/2026

REGISTRATION DOCUMENT
dated 16 August 2023
of
UBS AG
(a corporation limited by shares established under the laws of Switzerland)

which may also be acting through its Jersey branch:
UBS AG, Jersey Branch
(the Jersey branch of UBS AG)

or through its London branch:
UBS AG, London Branch
(the London branch of UBS AG)

or through its Hong Kong branch:
UBS AG, Hong Kong Branch
(the Hong Kong branch of UBS AG)

This document has been prepared for the purpose of providing disclosure information with regard to UBS AG
(the "Issuer", together with its subsidiaries, "UBS AG consolidated" or "UBS AG Group"; together with
UBS Group AG, which is the holding company of UBS AG, and its subsidiaries "UBS Group", "Group", "UBS"
or "UBS Group AG consolidated") as issuer of retail and wholesale non-equity securities and constitutes a
registration document (the "Registration Document") within the meaning of Art. 6 (3) of Regulation (EU)
No. 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"), as amended
from time to time, in connection with Art. 7 and Annex 6 (registration document for retail non-equity securities)
of the Commission Delegated Regulation (EU) No. 2019/980 of 14 March 2019 (the "Prospectus Delegated
Regulation").
The Registration Document should be read together with all relevant supplements, potentially approved and
published after the date of the Registration Document.
This Registration Document will be valid for a period of twelve months following the date of its approval and will
expire on 16 August 2024. It reflects the status as of its date of approval. The obligation to supplement this
Registration Document pursuant to Art. 23 of the Prospectus Regulation in the event of a significant new factor,
material mistake or material inaccuracy shall not apply once this Registration Document is no longer valid. The
Registration Document, as supplemented from time to time, accompanied by the securities note and the
summary shall constitute a prospectus (the "Prospectus"), once approved by the competent authority. The end
of the validity of this Registration Document has no effect on the validity of the Prospectus of which it is an
integral part.
Prospective investors in any securities of the Issuer should read the full Prospectus in order to obtain all the
relevant information.

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TABLE OF CONTENTS
Page:
1.
Risk Factors ........................................................................................................................................... 3
1.1.
Market, credit and macroeconomic risks .................................................................................... 3
1.2.
Regulatory and legal risks ........................................................................................................... 6
1.3.
Strategy, management and operational risks ............................................................................ 12
1.4.
Liquidity and funding risk ......................................................................................................... 17

2. Responsibility Statement ................................................................................................................. 18

3. Important Notices ............................................................................................................................. 18

4. Information about UBS AG .............................................................................................................. 18
4.1.
Introduction ............................................................................................................................. 18
4.2.
Corporate Information ............................................................................................................. 19
4.3.
Information incorporated by Reference .................................................................................... 19
4.4.
Statutory Auditors .................................................................................................................... 25
4.5.
Credit Ratings assigned to UBS AG .......................................................................................... 25
4.6.
UBS's borrowing and funding structure and financing of UBS's activities ................................. 27

5. Business Overview............................................................................................................................ 27
5.1.
Principal activities ..................................................................................................................... 27
5.2.
Competition ............................................................................................................................ 28
5.3.
UBS AG consolidated key figures ............................................................................................. 28

6. Organisational Structure of UBS AG ............................................................................................... 30

7. Trend Information ............................................................................................................................ 30
7.1.
Material Adverse Change in the Prospects of UBS AG .............................................................. 30
7.2.
Significant Changes in the Financial Performance of the UBS AG Group .................................. 30
7.3.
Recent Developments .............................................................................................................. 31
7.4.
Trend Information .................................................................................................................... 31

8. Profit Forecasts and Estimates ......................................................................................................... 31

9. Administrative, Management and Supervisory Bodies of UBS AG .............................................. 31
9.1.
Board of Directors .................................................................................................................... 31
9.2.
Members of the Board of Directors (as of the date of this Registration Document) ................... 31
9.3.
Executive Board ("EB") ............................................................................................................. 33
9.4.
Members of the Executive Board (as of the date of this Registration Document) ...................... 33
9.5.
Potential Conflicts of Interest ................................................................................................... 34

10. Major Shareholders .......................................................................................................................... 34

11. Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and
Profits and Losses ............................................................................................................................. 34
11.1. Historical Annual Financial Information .................................................................................... 34
11.2. Auditing of Historical Annual Financial Information .................................................................. 35
11.3. Interim Financial Information.................................................................................................... 35
11.4. Significant Changes in the Financial Position of UBS AG Group ................................................ 35

12. Litigation, Regulatory and Similar Matters .................................................................................... 35

13. Share Capital ..................................................................................................................................... 36

14. Material Contracts ............................................................................................................................ 37

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15. Documents Available ....................................................................................................................... 37

Appendix 1 Information for the purposes of Art. 26 (4) of the Regulation (EU) 2017/1129 ....................... A-1

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1. Risk Factors
Investing in the retail and wholesale non-equity securities of the Issuer involves certain issuer-specific
risks. Investments in securities of the Issuer should not be made until all these risk factors have been
acknowledged and carefully considered. When making decisions relating to investments in the
securities of the Issuer, potential investors should consider the following material risk factors that are
specific to the Issuer and which may affect the Issuer's ability to fulfil its obligations under its
securities.
The Issuer has assessed materiality on a qualitative basis considering potential magnitude of the
negative effects on the Issuer from the occurrence of a risk and the probability of occurrence of that
risk. The Issuer believes the risk factors described below represent the principal risks inherent in
investing in securities issued by UBS AG as Issuer, based on management's assessment of the
information currently known.
1.1. Market, credit and macroeconomic risks
In this risk category, the three risk factors presented first are the most material in the assessment of the Issuer as
of the date of this Registration Document.
Credit risk in relation to UBS AG as Issuer
Each investor in securities issued by UBS AG as Issuer is exposed to the credit risk of UBS AG, including the risk
that UBS AG cannot meet its obligations under the securities issued, on time or in full, and holders of securities
may suffer a substantial or total loss on the securities. Adverse changes in the actual or perceived credit risk of
UBS AG may also adversely affect the market value of securities.
The assessment of UBS AG's creditworthiness may be affected by a number of factors and developments. These
include:
· changes in market and macroeconomic conditions, as market downturn and weak macroeconomic
conditions can be precipitated by a number of factors. Adverse changes in interest rates, credit spreads,
securities prices, market volatility and liquidity, foreign exchange rates, commodity prices, and other
market fluctuations, as well as changes in investor sentiment, can affect UBS AG's earnings and
ultimately its financial and capital positions.
· UBS AG's credit risk exposure to clients, trading counterparties and other financial institutions, which
would increase under adverse or other economic conditions.
· interest rate trends and changes, which could negatively affect UBS AG's financial results.
· currency fluctuation, which may have an adverse effect on UBS AG's profits, balance sheet and
regulatory capital.
· material legal and regulatory matters. UBS AG is subject to a large number of claims, disputes, legal
proceedings and government investigations, and it expects that its ongoing business activities will
continue to give rise to such matters in the future. The extent of UBS AG's financial exposure to these
and other matters is material and could substantially exceed the level of provisions that UBS AG has
established. UBS AG is unable to predict the financial and non-financial consequences these matters may
have when resolved.
· substantial changes in regulation, which may adversely affect UBS AG's businesses and its ability to
execute its strategic plans.
· if UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation
proceedings or impose protective measures in relation to UBS Group AG, UBS AG or UBS Switzerland
AG, and such proceedings or measures may have a material adverse effect on UBS's shareholders and
creditors.
· the possibility that UBS will not be able to fully realize its sustainability, climate, environmental and social
goals which could damage its business prospects, reputation and lead to increased regulatory scrutiny
and increased risk of litigation.
· changes to assumptions and valuations, as well as changes to accounting standards, which may
negatively affect UBS AG's financial results.
· the possibility that UBS AG will not be able to maintain its capital strength, affecting its ability to absorb
increases in regulatory and capital requirements.

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· tax law changes and reassessments of deferred tax assets, which may significantly influence the effect
of taxes on UBS AG's financial results.
· operational risks affecting UBS AG's business, including those arising from process error, failed
execution, misconduct, unauthorised trading, fraud, system failures, financial crime, cyberattacks,
breaches of information security, inadequate or ineffective access controls and failure of security and
physical protection. If UBS AG's internal controls fail or prove ineffective in identifying and remedying
these risks, UBS AG could suffer operational failures that might result in material losses.
· significant integration risks relating to UBS Group AG's acquisition of Credit Suisse Group AG.
· UBS AG's success in the ongoing execution of its strategic plans.
· risk management and control processes, which UBS AG depends on to avoid or limit potential losses in
its businesses.
· the possibility that UBS AG will not be successful in implementing changes in its wealth management
businesses to meet changing market, regulatory and other conditions.
· the possibility that UBS AG will not be able to identify or capture revenue or competitive opportunities,
or retain and attract qualified employees.
· reputational damage, which could have a material adverse effect on UBS AG's results of operation and
financial condition, as well as its ability to achieve its strategic goals and financial targets.
· funding, dividends and other distributions received from UBS Switzerland AG, UBS Americas Holding
LLC, UBS Europe SE and other subsidiaries, which may be subject to restrictions and may affect UBS AG's
operating results, financial condition and ability to pay its obligations in the future.
· liquidity and funding management, which are critical to UBS AG's ongoing performance. The viability of
UBS AG's business depends on the availability of funding sources, and its success depends on its ability
to obtain funding at times, in amounts, for tenors and at rates that enable it to efficiently support its
asset base in all market conditions.
Performance in the financial services industry is affected by market conditions and the macroeconomic
climate
UBS AG Group's businesses are materially affected by market and macroeconomic conditions. A market
downturn and weak macroeconomic conditions can be precipitated by a number of factors, including geopolitical
events, such as international armed conflicts, war, or acts of terrorism, the imposition of sanctions, global trade
or global supply chain disruptions, including energy shortages and food insecurity, changes in monetary or fiscal
policy, changes in trade policies or international trade disputes, significant inflationary or deflationary price
changes, disruptions in one or more concentrated economic sectors, natural disasters, pandemics or local and
regional civil unrest. Such developments can have unpredictable and destabilizing effects.
Adverse changes in interest rates, credit spreads, securities prices, market volatility and liquidity, foreign exchange
rates, commodity prices, and other market fluctuations, as well as changes in investor sentiment, can affect the
UBS AG Group's earnings and ultimately its financial and capital positions. As financial markets are global and
highly interconnected, local and regional events can have widespread effects well beyond the countries in which
they occur. Any of these developments may adversely affect the UBS AG Group's business or financial results.
As a result of significant volatility in the market, the UBS AG Group's businesses may experience a decrease in
client activity levels and market volumes, which would adversely affect its ability to generate transaction fees,
commissions and margins, particularly in Global Wealth Management and the Investment Bank. A market
downturn would likely reduce the volume and valuation of assets that the UBS AG Group's manages on behalf
of its clients, which would reduce recurring fee income that is charged based on invested assets, primarily in
Global Wealth Management and Asset Management, and performance-based fees in Asset Management. Such
a downturn could also cause a decline in the value of assets that the UBS AG Group owns and accounts for as
investments or trading positions. In addition, reduced market liquidity or volatility may limit trading opportunities
and may therefore reduce transaction-based income and may also impede the UBS AG Group's ability to manage
risks.
Geopolitical events: For example, the RussiaUkraine war has led to one of the largest humanitarian crises in
decades, with millions of people displaced, a mass exodus of businesses from Russia, and heightened volatility
across global markets. In addition, as a result of the war, several jurisdictions, including the US, the EU, the UK,
Switzerland and others, have imposed extensive sanctions on Russia and Belarus and certain Russian and
Belarusian entities and nationals, as well as the Russian Central Bank. Among others, the financial sanctions
include barring certain Russian banks from using the Society for Worldwide Interbank Financial
Telecommunication (SWIFT) messaging system, asset freezes for sanctioned individuals and corporations, limits

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on financial transactions with sanctioned entities and individuals, and limitation of deposits in the EU and
Switzerland from Russian persons not entitled to residency in the European Economic Area (the "EEA") or
Switzerland. The scale of the conflict and the speed and extent of sanctions may produce many of the effects
described in the paragraph above, including in ways that cannot now be anticipated.
If individual countries impose restrictions on cross-border payments or trade, or other exchange or capital controls,
or change their currency (for example, if one or more countries should leave the Eurozone, as a result of the
imposition of sanctions on individuals, entities or countries, or escalation of trade restrictions and other actions
between the US, or other countries, and China), the UBS AG Group could suffer adverse effects on its business,
losses from enforced default by counterparties, be unable to access its own assets or be unable to effectively
manage its risks.
The UBS AG Group could be materially affected if a crisis develops, regionally or globally, as a result of disruptions
in markets due to macroeconomic or political developments, trade restrictions, or the failure of a major market
participant. Over time, the UBS AG Group's strategic plans have become more heavily dependent on its ability to
generate growth and revenue in emerging markets, including China, causing the UBS AG Group to be more
exposed to the risks associated with such markets.
Global Wealth Management derives revenues from all the principal regions, but has a greater concentration in
Asia than many peers and a substantial presence in the US, unlike many European peers. The Investment Bank's
business is more heavily weighted to Europe and Asia than its peers, while its derivatives business is more heavily
weighted to structured products for wealth management clients, in particular with European and Asian
underlyings. The UBS AG Group's performance may therefore be more affected by political, economic and market
developments in these regions and businesses than some other financial service providers.
COVID-19 pandemic: The COVID-19 pandemic, the governmental measures taken to manage it, and related
effects, such as labor market displacements, supply chain disruptions, and inflationary pressures, have adversely
affected, and may still adversely affect, global and regional economic conditions, resulting in contraction in the
global economy, substantial volatility in the financial markets, crises in markets for goods and services, as well as
significant disruptions in certain regional real estate markets, increased unemployment, increased credit and
counterparty risk, and operational challenges. While in most jurisdictions the pandemic-related governmental
measures were reversed, resurgence of the pandemic, ineffectiveness of vaccines and continuance or imposition
of new pandemic control measures may result in additional adverse effects on the global economy negatively
affecting the UBS AG Group's results of operations and financial condition. Should inflationary pressures or other
adverse global market conditions persist, or should the pandemic lead to additional economic or market
disruptions, the UBS AG Group may experience reduced levels of client activity and demand for its products and
services, increased utilisation of lending commitments, significantly increased client defaults, continued and
increasing credit and valuation losses in its loan portfolios, loan commitments and other assets, and impairments
of other financial assets. A fall in equity markets and a consequent decline in invested assets would also reduce
recurring fee income in the UBS AG Group's Global Wealth Management and Asset Management businesses, as
was experienced in the second quarter of 2022. These factors and other consequences of the COVID-19
pandemic may negatively affect the UBS AG Group's financial condition, including possible constraints on capital
and liquidity, as well as a higher cost of capital, and possible downgrades to its credit ratings.
The extent to which the pandemic, the ongoing RussiaUkraine war, and current inflationary pressures and
related adverse economic conditions affect the UBS AG Group's businesses, results of operations and financial
condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, including the
effects of the current conditions on its clients, counterparties, employees and third-party service providers.
UBS AG's credit risk exposure to clients, trading counterparties and other financial institutions would
increase under adverse or other economic conditions
Credit risk is an integral part of many of the UBS AG Group's activities, including lending, underwriting and
derivatives activities. Adverse economic or market conditions, or the imposition of sanctions or other restrictions
on clients, counterparties or financial institutions, may lead to impairments and defaults on these credit exposures.
Losses may be exacerbated by declines in the value of collateral securing loans and other exposures. In the UBS
AG Group's prime brokerage, securities finance and Lombard lending businesses, it extends substantial amounts
of credit against securities collateral, the value or liquidity of which may decline rapidly. Market closures and the
imposition of exchange controls, sanctions or other measures may limit the ability of the UBS AG Group to settle
existing transactions or to realise on collateral, which may result in unexpected increases in exposures. The UBS
AG Group's Swiss mortgage and corporate lending portfolios are a large part of its overall lending. UBS AG is

6

therefore exposed to the risk of adverse economic developments in Switzerland, including property valuations in
the housing market, the strength of the Swiss franc and its effect on Swiss exports, return to negative interest
rates applied by the Swiss National Bank, economic conditions within the Eurozone or the European Union (the
"EU"), and the evolution of agreements between Switzerland and the EU or the EEA, which represent
Switzerland's largest export market. The UBS AG Group has exposures related to real estate in various countries,
including a substantial Swiss mortgage portfolio. Although it believes this portfolio is prudently managed, the
UBS AG Group could nevertheless be exposed to losses if a substantial deterioration in the Swiss real estate
market were to occur.
As the UBS AG Group experienced in 2020, under the IFRS 9 expected credit loss ("ECL") regime, credit loss
expenses may increase rapidly at the onset of an economic downturn as a result of higher levels of credit
impairments (stage 3), as well as higher ECL from stages 1 and 2. Substantial increases in ECL could exceed
expected loss for regulatory capital purposes and adversely affect the UBS AG Group's common equity tier 1
("CET1") capital and regulatory capital ratios.
Interest rate trends and changes could negatively affect UBS AG's financial results
The UBS AG Group's businesses are sensitive to changes in interest rate trends. A prolonged period of low or
negative interest rates, particularly in Switzerland and the Eurozone, adversely affected the net interest income
generated by the UBS AG Group's Personal & Corporate Banking and Global Wealth Management businesses
prior to 2022. Actions that the UBS AG Group took to mitigate adverse effects on income, such as the
introduction of selective deposit fees or minimum lending rates contributed to outflows of customer deposits (a
key source of funding for the UBS AG Group), net new money outflows and a declining market share in its Swiss
lending business.
During 2022, interest rates increased sharply in the US and most other markets, including a shift from negative
to positive central bank policy rates in the Eurozone and Switzerland, as central banks responded to higher
inflation. Higher interest rates generally benefit the UBS AG Group's net interest income. However, as returns on
alternatives to deposits increase with rising interest rates, such as returns on money market funds, the UBS AG
Group has experienced outflows from customer deposits and shifts of deposits from lower-interest account types
to accounts bearing higher interest rates, such as savings and certificates of deposit, particularly in the US, where
rates have rapidly increased. Customer deposit outflows may require the UBS AG Group to obtain alternative
funding, which would likely be more costly than customer deposits.
Currency fluctuation may have an adverse effect on UBS AG's profits, balance sheet and regulatory
capital
The UBS AG Group is subject to currency fluctuation risks. Although the change from the Swiss franc to the US
dollar as its presentation currency in 2018 reduces the UBS AG Group's exposure to currency fluctuation risks
with respect to the Swiss franc, a substantial portion of its assets and liabilities are denominated in currencies
other than the US dollar. Additionally, in order to hedge UBS AG's consolidated CET1 capital ratio, its
consolidated CET1 capital must have foreign currency exposure, which leads to currency sensitivity. As a
consequence, it is not possible to simultaneously fully hedge both the amount of capital and the capital ratio.
Accordingly, changes in foreign exchange rates may adversely affect the UBS AG Group's profits, balance sheet
and capital, leverage and liquidity coverage ratios.
1.2. Regulatory and legal risks
In this risk category, the three risk factors presented first are the most material in the assessment of the Issuer as
of the date of this Registration Document.
Material legal and regulatory risks arise in the conduct of UBS AG's business
As a global financial services firm operating in more than 50 countries, the UBS AG Group is subject to many
different legal, tax and regulatory regimes, including extensive regulatory oversight, and is exposed to significant
liability risk. The UBS AG Group is subject to a large number of claims, disputes, legal proceedings and
government investigations, and the UBS AG Group expects that its ongoing business activities will continue to
give rise to such matters in the future. The extent of the UBS AG Group's financial exposure to these and other
matters is material and could substantially exceed the level of provisions that UBS AG has established. UBS AG is
not able to predict the financial and non-financial consequences these matters may have when resolved.

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The UBS AG Group may be subject to adverse preliminary determinations or court decisions that may negatively
affect public perception and its reputation, result in prudential actions from regulators, and cause UBS AG to
record additional provisions for such matters even when it believes it has substantial defences and expects to
ultimately achieve a more favourable outcome. This risk is illustrated by the award of aggregate penalties and
damages of EUR 4.5bn by the court of first instance in France. This award was reduced to an aggregate of EUR
1.8bn by the Court of Appeal, and UBS AG has further appealed this judgment.
Resolution of regulatory proceedings may require the UBS AG Group to obtain waivers of regulatory
disqualifications to maintain certain operations; may entitle regulatory authorities to limit, suspend or terminate
licenses and regulatory authorisations; and may permit financial market utilities to limit, suspend or terminate
the UBS AG Group's participation in them. Failure to obtain such waivers, or any limitation, suspension or
termination of licenses, authorisations or participations, could have material adverse consequences for UBS AG.
The UBS AG Group's settlements with governmental authorities in connection with foreign exchange, London
Interbank Offered Rates ("LIBOR") and other benchmark interest rates starkly illustrate the significantly increased
level of financial and reputational risk now associated with regulatory matters in major jurisdictions. In connection
with investigations related to LIBOR and other benchmark rates and to foreign exchange and precious metals,
very large fines and disgorgement amounts were assessed against the UBS AG Group, and it was required to
enter guilty pleas despite its full cooperation with the authorities in the investigations, and despite its receipt of
conditional leniency or conditional immunity from anti-trust authorities in a number of jurisdictions, including the
US and Switzerland.
For a number of years, the UBS AG Group has been, and continues to be, subject to a very high level of regulatory
scrutiny and to certain regulatory measures that constrain its strategic flexibility. The UBS AG Group believes it
has remediated the deficiencies that led to significant losses in the past and made substantial changes in its
controls and it conducts risk frameworks to address the issues highlighted by the LIBOR-related, foreign exchange
and precious metals regulatory resolutions. The UBS AG Group has also undertaken extensive efforts to
implement new regulatory requirements and meet heightened expectations.
The UBS AG Group continues to be in active dialogue with regulators concerning the actions it is taking to
improve its operational risk management, risk control, anti-money laundering, data management and other
frameworks, and otherwise seek to meet supervisory expectations, but there can be no assurance that its efforts
will have the desired effects. As a result of this history, the UBS AG Group's level of risk with respect to regulatory
enforcement may be greater than that of some of its peers.
Substantial changes in regulation may adversely affect UBS AG's businesses and its ability to execute
its strategic plans
Since the financial crisis of 2008, the UBS AG Group has been subject to significant regulatory requirements,
including recovery and resolution planning, changes in capital and prudential standards, changes in taxation
regimes as a result of changes in governmental administrations, new and revised market standards and fiduciary
duties, as well as new and developing environmental, social and governance ("ESG") standards and
requirements. Notwithstanding attempts by regulators to align their efforts, the measures adopted or proposed
for banking regulation differ significantly across the major jurisdictions, making it increasingly difficult to manage
a global institution. In addition, Swiss regulatory changes with regard to such matters as capital and liquidity have
often proceeded more quickly than those in other major jurisdictions, and Switzerland's requirements for major
international banks are among the strictest of the major financial centres. This could put Swiss banks, such as
UBS AG, at a disadvantage when competing with peer financial institutions subject to more lenient regulation or
with unregulated non-bank competitors.
The UBS AG Group's implementation of additional regulatory requirements and changes in supervisory standards,
as well as its compliance with existing laws and regulations, continues to receive heightened scrutiny from
supervisors. If the UBS AG Group does not meet supervisory expectations in relation to these or other matters,
or if additional supervisory or regulatory issues arise, it would likely be subject to further regulatory scrutiny, as
well as measures that may further constrain its strategic flexibility.
Resolvability and resolution and recovery planning: UBS AG has moved significant operations into subsidiaries to
improve resolvability and meet other regulatory requirements, and this has resulted in substantial implementation
costs, increased its capital and funding costs and reduced operational flexibility. For example, UBS AG has
transferred all of its US subsidiaries under a US intermediate holding company to meet US regulatory requirements

8

and has transferred substantially all the operations of Personal & Corporate Banking and Global Wealth
Management booked in Switzerland to UBS Switzerland AG to improve resolvability.
These changes create operational, capital, liquidity, funding and tax inefficiencies. UBS AG's operations in
subsidiaries are subject to local capital, liquidity, stable funding, capital planning and stress testing requirements.
These requirements have resulted in increased capital and liquidity requirements in affected subsidiaries, which
limit UBS AG's operational flexibility and negatively affect its ability to benefit from synergies between business
units and to distribute earnings to the UBS AG Group.
Under the Swiss too-big-to-fail ("TBTF") framework, UBS is required to put in place viable emergency plans to
preserve the operation of systemically important functions in the event of a failure. Moreover, under this
framework and similar regulations in the US, the UK, the EU and other jurisdictions in which it operates, UBS is
required to prepare credible recovery and resolution plans detailing the measures that would be taken to recover
in a significant adverse event or in the event of winding down the Group or the operations in a host country
through resolution or insolvency proceedings. If a recovery or resolution plan that UBS produces is determined
by the relevant authority to be inadequate or not credible, relevant regulation may permit the authority to place
limitations on the scope or size of the UBS AG Group's business in that jurisdiction, or oblige the UBS AG Group
to hold higher amounts of capital or liquidity or to change its legal structure or business in order to remove the
relevant impediments to resolution.
Capital and prudential standards: As an internationally active Swiss systemically relevant bank (an "SRB"), UBS
AG is subject to capital and total loss-absorbing capacity ("TLAC") requirements that are among the most
stringent in the world. Moreover, many of UBS AG's subsidiaries must comply with minimum capital, liquidity
and similar requirements and, as a result, UBS AG has contributed a significant portion of its capital and provides
substantial liquidity to these subsidiaries. These funds are available to meet funding and collateral needs in the
relevant entities, but are generally not readily available for use by the UBS AG Group as a whole.
UBS AG expects its risk-weighted assets ("RWA") to further increase as the effective date for additional capital
standards promulgated by the Basel Committee on Banking Supervision (the "BCBS") draws nearer.
Increases in capital and liquidity standards could significantly curtail the UBS AG Group's ability to pursue strategic
opportunities or to return capital to shareholders.
Market regulation and fiduciary standards: the UBS AG Group's wealth and asset management businesses
operate in an environment of increasing regulatory scrutiny and changing standards with respect to fiduciary and
other standards of care and the focus on mitigating or eliminating conflicts of interest between a manager or
advisor and the client, which require effective implementation across the global systems and processes of
investment managers and other industry participants. For example, the UBS AG Group has made material
changes to its business processes, policies and the terms on which it interacts with these clients in order to comply
with SEC Regulation Best Interest, which is intended to enhance and clarify the duties of brokers and investment
advisers to retail customers, the Volcker Rule, which limits the UBS AG Group's ability to engage in proprietary
trading, as well as changes in European and Swiss market conduct regulation. Future changes in the regulation
of its duties to customers may require the UBS AG Group to make further changes to its businesses, which would
result in additional expense and may adversely affect its business. The UBS AG Group may also become subject
to other similar regulations substantively limiting the types of activities in which it may engage or the way it
conducts its operations.
In many instances, the UBS AG Group provides services on a cross-border basis, and it is therefore sensitive to
barriers restricting market access for third-country firms. In particular, efforts in the EU to harmonise the regime
for third-country firms to access the European market may have the effect of creating new barriers that adversely
affect the UBS AG Group's ability to conduct business in these jurisdictions from Switzerland. In addition, a
number of jurisdictions are increasingly regulating cross-border activities based on determinations of equivalence
of home country regulation, substituted compliance or similar principles of comity. A negative determination
with respect to Swiss equivalence could limit the UBS AG Group's access to the market in those jurisdictions and
may negatively influence its ability to act as a global firm. For example, the EU declined to extend its equivalence
determination for Swiss exchanges, which lapsed as of 30 June 2019.
The UBS AG Group experienced cross-border outflows over a number of years as a result of heightened focus by
fiscal authorities on cross-border investment and fiscal amnesty programs, in anticipation of the implementation
in Switzerland of the global automatic exchange of tax information, and as a result of the measures the UBS AG
Group has implemented in response to these changes. Further changes in local tax laws or regulations and their
enforcement, additional cross-border tax information exchange regimes, national tax amnesty or enforcement

9

programs or similar actions may affect the ability or willingness of the UBS AG Group's clients to do business
with the UBS AG Group and could result in additional cross-border outflows.
If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation
proceedings or impose protective measures in relation to UBS Group AG, UBS AG or UBS Switzerland
AG, and such proceedings or measures may have a material adverse effect on UBS's shareholders and
creditors
Under the Federal Act on Banks and Savings Banks of 8 November 1934, as amended (the "Swiss Banking
Act"), the Swiss Financial Market Supervisory Authority FINMA ("FINMA") is able to exercise broad statutory
powers with respect to Swiss banks and Swiss parent companies of financial groups, such as UBS Group AG, UBS
AG and UBS Switzerland AG, if there is justified concern that the entity is over-indebted, has serious liquidity
problems or, after the expiration of any relevant deadline, no longer fulfils capital adequacy requirements. Such
powers include ordering protective measures, instituting restructuring proceedings (and exercising any Swiss
resolution powers in connection therewith), and instituting liquidation proceedings, all of which may have a
material adverse effect on shareholders and creditors or may prevent UBS Group AG, UBS AG or UBS Switzerland
AG from paying dividends or making payments on debt obligations.
UBS would have limited ability to challenge any such protective measures, and creditors and shareholders would
also have limited ability under Swiss law or in Swiss courts to reject them, seek their suspension, or challenge
their imposition, including measures that require or result in the deferment of payments.
If restructuring proceedings are opened with respect to UBS Group AG, UBS AG or UBS Switzerland AG, the
resolution powers that FINMA may exercise include the power to: (i) transfer all or some of the assets, debt and
other liabilities, and contracts of the entity subject to proceedings to another entity; (ii) stay for a maximum of
two business days (a) the termination of, or the exercise of rights to terminate, netting rights, (b) rights to enforce
or dispose of certain types of collateral or (c) rights to transfer claims, liabilities or certain collateral, under
contracts to which the entity subject to proceedings is a party; and / or (iii) partially or fully write down the equity
capital and regulatory capital instruments and, if such regulatory capital is fully written down, write down or
convert into equity the other debt instruments of the entity subject to proceedings. Shareholders and creditors
would have no right to reject, or to seek the suspension of, any restructuring plan pursuant to which such
resolution powers are exercised. They would have only limited rights to challenge any decision to exercise
resolution powers or to have that decision reviewed by a judicial or administrative process or otherwise.
Upon full or partial write-down of the equity and regulatory capital instruments of the entity subject to
restructuring proceedings, the relevant shareholders and creditors would receive no payment in respect of the
equity and debt that is written down, the write-down would be permanent, and the investors would likely not,
at such time or at any time thereafter, receive any shares or other participation rights, or be entitled to any write-
up or any other compensation in the event of a potential subsequent recovery of the debtor. If FINMA orders the
conversion of debt of the entity subject to restructuring proceedings into equity, the securities received by the
investors may be worth significantly less than the original debt and may have a significantly different risk profile.
In addition, creditors receiving equity would be effectively subordinated to all creditors of the restructured entity
in the event of a subsequent winding up, liquidation or dissolution of the restructured entity, which would
increase the risk that investors would lose all or some of their investment.
FINMA has significant discretion in the exercise of its powers in connection with restructuring proceedings.
Furthermore, certain categories of debt obligations, such as certain types of deposits, are subject to preferential
treatment. As a result, holders of obligations of an entity subject to a Swiss restructuring proceeding may have
their obligations written down or converted into equity even though obligations ranking on par with such
obligations are not written down or converted.
Developments in sustainability, climate, environmental and social standards and regulations may
affect UBS AG's business and impact its ability to fully realise its goals
The UBS AG Group has set ambitious goals for ESG matters. These goals include its ambitions for environmental
sustainability in its operations, including carbon emissions, in the business it does with clients and in products
that it offers. They also include goals or ambitions for diversity in the UBS AG Group's workforce and supply
chain, and support for the United Nations Sustainable Development Goals. There is substantial uncertainty as to
the scope of actions that may be required of the UBS AG Group, governments and others to achieve the goals it
has set, and many of such goals and objectives are only achievable with a combination of government and private
action. National and international standards and expectations, industry and scientific practices, and regulatory