Obligation UBSG 5.379% ( US902613BM90 ) en USD

UBSG

96.926 % ▲

Suisse

US902613BM90 ( en USD )

5.379% par an ( paiement semestriel )

06/09/2045

Prospectus brochure de l'obligation UBS Group US902613BM90 en USD 5.379%, échéance 06/09/2045

200 000 USD

1 500 000 000 USD

902613BM9

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

06/09/2026 ( Dans 29 jours )

UBS Group AG est une société financière suisse multinationale fournissant des services bancaires d'investissement, de gestion de fortune et de banque privée à une clientèle mondiale.

L'Obligation émise par UBSG ( Suisse ) , en USD, avec le code ISIN US902613BM90, paye un coupon de 5.379% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/09/2045

L'Obligation émise par UBSG ( Suisse ) , en USD, avec le code ISIN US902613BM90, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par UBSG ( Suisse ) , en USD, avec le code ISIN US902613BM90, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Total loss-absorbing capacity instrument

Issuer
UBS Group AG
Unique identifier
144A: US902613BM90 / Reg S: USH42097EY93
Issue Date
06.09.2024
Currency
USD
Nominal (million)
1,500
Interest Rate
5.379% 1
Maturity Date
06.09.2045
Issuer Call; Optional
Yes; 6 September 2044
Redemption Date(s)
1Rate subject to change after the Reset Date

Documentation included in this PDF file:

Annex A
General terms and conditions of the senior debt
programme dated 12.04.2024
Annex B
Pricing Supplement relating to the USD 1,500,000,000
Fixed Rate/Fixed Rate Callable Senior Notes due
September 2045

Annex A

[This page has been intentionally left blank]

TERMS AND CONDITIONS OF THE NOTES
UBS Group AG (the "Issuer") has established a senior debt programme (the "Programme") under which
it will issue notes (the "Notes"). The Notes will be issued in series (each, a "Series"), and each Series may
comprise one or more tranches of Notes (each, a "Tranche"). The Notes of each Tranche of the same Series
will have identical terms in all respects (or in all respects except for the issue date and/or the first date on
which interest will be paid and/or the first date on which interest begins to accrue).
In connection with the Programme, the Issuer has entered into (i) the senior debt fiscal agency agreement
for Registered Notes (as defined in the General Terms and Conditions (as defined below)) issued on or after
the date hereof under the Programme dated as of 26 July 2019, as amended by the first amendment thereto
dated as of 14 April 2023 (as may be further amended, supplemented or otherwise modified from time to
time, the "Senior Debt Fiscal Agency Agreement"), with Deutsche Bank Trust Company Americas, as
fiscal agent (the "Fiscal Agent", which expression includes any successor Fiscal Agent appointed in
accordance with the terms of the Senior Debt Fiscal Agency Agreement), paying agent, registrar (the
"Registrar", which expression includes any successor Registrar appointed in accordance with the terms of
the Senior Debt Fiscal Agency Agreement), and calculation agent, UBS AG, as Swiss paying agent, and
the other agents from time to time party thereto, and (ii) the paying agency agreement for Uncertificated
Notes (as defined in the General Terms and Conditions) issued on or after the date hereof under the
Programme dated as of 26 July 2019 (as may be amended, supplemented or otherwise modified from time
to time, the "Paying Agency Agreement"), with UBS AG, as principal paying agent (the "Principal
Paying Agent", which expression includes any successor Principal Paying Agent appointed in accordance
with the terms of the Paying Agency Agreement), and calculation agent, and the other agents from time to
time party thereto.
The general terms and conditions of the Notes are set out under "General Terms and Conditions of the
Notes" (the "General Terms and Conditions"). The General Terms and Conditions do not reflect the terms
and conditions of any specific Tranche of Notes. In connection with each Tranche of Notes, the Issuer will
prepare a pricing supplement (the "Pricing Supplement"), which will contain the information that
specifically relates to that Tranche of Notes. In relation to each Tranche of Notes, the Pricing Supplement
will contain provisions that complete, and may contain provisions that supplement, modify and/or replace
all or any part of, the General Terms and Conditions for the purpose of that Tranche alone.
In the case of Registered Notes, the relevant Pricing Supplement will be attached to each Registered Global
Certificate and Registered Definitive Certificate, if any (each defined in the General Terms and Conditions).
Copies of the Pricing Supplement for each Tranche of Notes can be obtained in electronic or printed form,
free of charge, during normal business hours from the Issuer at UBS AG, Investment Bank, Swiss
Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland (voicemail: +41 44 239 47 03, fax: +41 44
239 69 14, email: [email protected]). In the case of any Tranche of Notes to be publicly offered
in Switzerland and/or with respect to which application will be made to admit such Notes to trading on the
SIX Swiss Exchange (and/or any other trading venue (exchange or multilateral trading facility) in
Switzerland), the applicable Pricing Supplement will be filed with SIX Exchange Regulation Ltd in its
capacity as review body pursuant to article 52 of the Swiss Financial Services Act of 15 June 2018, as
amended (the "FinSA") (in such capacity, the "Swiss Review Body"), and published in accordance with
the FinSA as soon as the final terms of such Notes are available, but, in the case of an admission to trading,
in any case no later than the first day of trading for such Notes on the SIX Swiss Exchange (or such other
trading venue in Switzerland, as the case may be). The Pricing Supplement for such Notes will not be
reviewed or approved by the Swiss Review Body.
To determine the terms and conditions that apply to a particular Tranche of Notes, it is necessary to (i) refer
to the General Terms and Conditions and (ii) consider the extent to which the General Terms and Conditions
have been completed, supplemented, modified and/or replaced by the information contained in the relevant
Pricing Supplement. In relation to the terms and conditions of any Tranche of Notes, to the extent that there
is any inconsistency between the General Terms and Conditions and the terms and conditions that appear
in the relevant Pricing Supplement, the terms and conditions that appear in such Pricing Supplement will
prevail.
- 39 -

GENERAL TERMS AND CONDITIONS OF THE NOTES
The terms and conditions that are set out below are the General Terms and Conditions of the Notes. The
General Terms and Conditions of the Notes will be completed, and, whether or not specifically indicated
below, may be supplemented, modified and/or replaced, by the terms set forth in Part A of the relevant
Pricing Supplement in respect of the relevant Tranche of Notes.
1.
DEFINITIONS
"Accrual Yield" means the percentage specified as such in the relevant Pricing Supplement.
"Additional Amounts" has the meaning assigned to such term in clause (b) of Condition 8
(Taxation).
"Adjustment Spread" means, with respect to any Alternative Reference Rate, Alternative Reset
Reference Rate or Alternative SARON Reference Rate, a spread (which may be positive or
negative), or a formula or methodology for calculating such a spread, applied to such Alternative
Reference Rate, Alternative Reset Reference Rate or Alternative SARON Reference Rate in order
to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic
prejudice or benefit (as applicable) to Holders as a result of the replacement of the Existing
Reference Rate, Existing Reset Reference Rate or SARON, as applicable, with such Alternative
Reference Rate, Alternative Reset Reference Rate or Alternative SARON Reference Rate.
"Affected Interest Period" has the meaning assigned to such term in subclause (A) of
Condition 5(d)(ix) (Interest Floating Rate of Interest Benchmark replacement for Floating Rate
Notes (other than SARON Notes and SOFR Notes)).
"Affected Observation Period" has the meaning assigned to such term subclause (A) of
Condition 5(d)(v) (Interest Floating Rate of Interest Benchmark replacement for SARON
Notes).
"Affected US Government Securities Business Day" has the meaning assigned to such term in
the definition of the term "SOFR Reference Rate".
"Affected Zurich Banking Day" has the meaning assigned to such term in the definition of the
term "SARON".
"Agency Agreement" means (i) in the case of Uncertificated Notes, the Paying Agency
Agreement, and (ii) in the case of Registered Notes, the Senior Debt Fiscal Agency Agreement.
"Agent Insolvency Event" has the meaning assigned to such term in subclause (c)(ii) of
Condition 7 (Payments; Agents).
"Agents" means (i) in the case of Uncertificated Notes, the Principal Paying Agent, the Calculation
Agent and any other agent from time to time appointed pursuant to the terms of the Paying Agency
Agreement, and (ii) in the case of Registered Notes, the Fiscal Agent, the Registrar, the Calculation
Agent and any other agent from time to time appointed pursuant to the terms of the Senior Debt
Fiscal Agency Agreement.
"Alternative Reference Rate" has the meaning assigned to such term in subclause (A) of
Condition 5(d)(ix) (Interest Floating Rate of Interest Benchmark replacement for Floating Rate
Notes (other than SARON Notes and SOFR Notes)).
"Alternative Relevant Date" has the meaning assigned to such term in subclause (C)(1) of
Condition 5(d)(vi) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for SOFR Notes).
"Alternative Relevant Page" has the meaning assigned to such term in (i) in the case of Fixed
Rate/Fixed Rate Notes where Benchmark Replacement Determination is specified as being
applicable in the relevant Pricing Supplement, subclause (E)(1) of Condition 5(a)(iv) (Interest 
Fixed Rate Notes and Fixed Rate/Fixed Rate Notes Benchmark replacement), (ii) in the case of
Floating Rate Notes and Fixed Rate/Floating Rate Notes where Benchmark Replacement
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Determination is specified as being applicable in the relevant Pricing Supplement, subclause (E)(1)
of Condition 5(d)(ix) (Interest Floating Rate of Interest Benchmark replacement for Floating
Rate Notes (other than SARON Notes and SOFR Notes)), (iii) in the case of SARON Notes,
subclause (E)(1) of Condition 5(d)(v) (Interest Floating Rate of Interest Benchmark
replacement for SARON Notes), and (iv) in the case of SOFR Notes, subclause (C)(1) of
Condition 5(d)(vi) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for SOFR Notes).
"Alternative Relevant Time" has the meaning assigned to such term in (i) in the case of Fixed
Rate/Fixed Rate Notes where Benchmark Replacement Determination is specified as being
applicable in the relevant Pricing Supplement, subclause (E)(1) of Condition 5(a)(iv) (Interest 
Fixed Rate Notes and Fixed Rate/Fixed Rate Notes), (ii) in the case of Floating Rate Notes and
Fixed Rate/Floating Rate Notes where Benchmark Replacement Determination is specified as
being applicable in the relevant Pricing Supplement, subclause (E)(1) of Condition 5(d)(ix)
(Interest Floating Rate of Interest Benchmark replacement for Floating Rate Notes (other than
SARON Notes and SOFR Notes)), (iii) in the case of SARON Notes, subclause (E)(1) of
Condition 5(d)(v) (Interest Floating Rate of Interest Benchmark replacement for SARON
Notes), and (iv) in the case of SOFR Notes, subclause (C)(1) of Condition 5(d)(vi) (Interest 
Floating Rate of Interest Calculation of Floating Rate of Interest for SOFR Notes).
"Alternative Reset Reference Rate" has the meaning assigned to such term in subclause (A) of
Condition 5(a)(iv) (Interest Fixed Rate Notes and Fixed Rate/Fixed Rate Notes Benchmark
replacement).
"Alternative SARON Reference Rate" has the meaning assigned to such term in subclause (A)
of Condition 5(d)(v) (Interest Floating Rate of Interest Benchmark replacement for SARON
Notes).
"Amortised Face Amount" means the amount specified as such in the relevant Pricing
Supplement.
"Authorised Signatories" means any two authorised officers of the Issuer signing jointly.
"Backward-Looking Reference Rate" means each of Compounded Daily STR, Compounded
Daily SOFR, Compounded Daily SONIA, Compounded Daily TONA, SARON Compounded and
any other Reference Rate that is specified as such in the relevant Pricing Supplement.
"Bank Rate" has the meaning assigned to such term in subclause (C) of Condition 5(d)(vii)
(Interest Floating Rate of Interest Calculation of Floating Rate of Interest for SONIA Notes).
"Bank Restructuring Event" means the opening of Bank Restructuring Proceedings by the Swiss
Resolution Authority.
"Bank Restructuring Proceedings" means Restructuring Proceedings with respect to UBS AG.
"BBSW Administrator" means ASX Benchmarks Pty Limited (ABN 38 616 075 417) (including
any successor thereto) or any successor administrator of the BBSW Rate.
"BBSW Rate" means, with respect to any Interest Period, the rate for prime bank eligible securities
having a tenor closest to such Interest Period that is designated as the "MID" rate on the Bloomberg
Screen BBSW Page (or (i) such other page, section or other part as may replace that page, section
or part on that information service, or (ii) such page, section or other part of such other information
service that may replace that information service, in each case, as may be nominated by the Person
providing or sponsoring the information appearing there for the purpose of displaying such rate)
(such page, the "Relevant BBSW Page") at the Relevant Time on the Interest Determination Date
in respect of such Interest Period.
"Broken Amount" means, with respect to any Interest Payment Date (in the case of Fixed
Rate/Fixed Rate Notes and Fixed Rate/Floating Rate Notes, falling on or prior to the Reset Date
and the Floating Rate Commencement Date, respectively), the broken amount specified as being
payable on such Interest Payment Date in the relevant Pricing Supplement.
- 41 -

"Business Day" means a day (other than a Saturday or a Sunday) (i) on which commercial banks
and foreign exchange markets settle payments in the currency or currencies specified in the
Business Days section of the relevant Pricing Supplement (or, if no currency or currencies are so
specified, settle payments generally) and are open for general business (including, without
limitation, dealing in foreign exchange and foreign currency deposits) in the financial centres
specified in the Business Days section of the relevant Pricing Supplement, and (ii) in the case of
Notes denominated in euro, that is a T2 Settlement Day.
"Business Day Convention" means, with respect to any Interest Payment Date (x) for which there
is no numerically corresponding day in the calendar month in which such Interest Payment Date
should occur or (y) that would otherwise fall on a day that is not a Business Day, if:
(a)
"Following Business Day Convention" is specified in the relevant Pricing Supplement,
that such Interest Payment Date will be postponed to the first following Business Day;
(b)
"Modified Following Business Day Convention" or "Modified Business Day
Convention" is specified in the relevant Pricing Supplement, that such Interest Payment
Date will be postponed to the first following Business Day unless that Business Day falls
in the next calendar month in which case such Interest Payment Date will instead be
brought forward to the last preceding Business Day;
(c)
"Preceding Business Day Convention" is specified in the relevant Pricing Supplement,
that such Interest Payment Date will be brought forward to the last preceding Business
Day;
(d)
"FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" is
specified in the relevant Pricing Supplement and Specified Periods are specified in the
relevant Pricing Supplement, that:
(i)
in the case of subclause (x) above, such Interest Payment Date will be the last
Business Day in that calendar month;
(ii)
in the case of subclause (y) above, such Interest Payment Date will be postponed
to the first following Business Day unless that Business Day falls in the next
calendar month, in which case it will be brought forward to the last preceding
Business Day; and
(iii)
if the last Interest Payment Date preceding such Interest Payment Date (or, if such
Interest Payment Date is the first Interest Payment Date, if the Interest
Commencement Date) occurred on the last day in a calendar month that was a
Business Day, then such Interest Payment Date and all subsequent Interest
Payment Dates will be the last day that is a Business Day in the calendar month
that is the specified number of months or other period after the calendar month in
which the preceding such Interest Payment Date (or Interest Commencement Date,
as applicable) occurred; and
(e)
any other Business Day Convention is specified in the relevant Pricing Supplement, that
such Interest Payment Date will be adjusted in accordance with such Business Day
Convention as described in the relevant Pricing Supplement.
"Calculation Agent" means (i) in the case of Uncertificated Notes that are Floating Rate Notes or
Fixed Rate/Floating Rate Notes, UBS AG, in its capacity as calculation agent for Uncertificated
Notes under the Paying Agency Agreement, and includes any successor Calculation Agent
appointed in accordance with the Paying Agency Agreement, and (ii) in the case of Registered
Notes that are Floating Rate Notes or Fixed Rate/Floating Rate Notes, Deutsche Bank Trust
Company Americas, in its capacity as calculation agent for Registered Notes under the Senior Debt
Fiscal Agency Agreement, and includes any successor Calculation Agent appointed in accordance
with the Senior Debt Fiscal Agency Agreement.
"Calculation Amount" means the amount specified as such in the relevant Pricing Supplement.
- 42 -

"Calculation Period" has the meaning assigned to such term in the definition of the term "Day
Count Fraction".
"Capital Adequacy Ordinance" means the Swiss Ordinance concerning Capital Adequacy and
Risk Diversification of Banks and Securities Firms of 1 June 2012, as amended and as may be
further amended from time to time, or any successor Swiss law or regulation.
"Clearstream, Luxembourg" means Clearstream Banking, S.A.
"Code" means the US Internal Revenue Code, as amended and as may be further amended from
time to time.
"Compounded Daily STR" has the meaning assigned to such term in subclause (B) of
Condition 5(d)(iii) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for STR Notes).
"Compounded Daily SOFR" has the meaning assigned to such term in subclause (B) of
Condition 5(d)(vi) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for SOFR Notes).
"Compounded Daily SONIA" has the meaning assigned to such term in subclause (B) of
Condition 5(d)(vii) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for SONIA Notes).
"Compounded Daily TONA" has the meaning assigned to such term in subclause (B) of
Condition 5(d)(viii) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for TONA Notes).
"Condition" means one of the Terms and Conditions of the Notes.
"Current Issuer" has the meaning assigned to such term in Condition 15 (Issuer Substitution).
"Day Count Fraction" means, in respect of the calculation of an amount of interest for any period
of time (the "Calculation Period"):
(a)
if "Actual/Actual (ICMA)" is specified in the relevant Pricing Supplement:
(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 (x) the actual number of days in such Regular Period and (y) the
number of Regular Periods in any year; and
(ii)
where the Calculation Period is longer than one Regular Period, the sum of:
(A)
the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (x) the actual
number of days in such Regular Period and (y) the number of Regular
Periods in any year; and
(B)
the actual number of days in such Calculation Period falling in the next
Regular Period divided by the product of (x) the actual number of days
in such Regular Period and (y) the number of Regular Periods in any year;
(b)
if "Actual/365" or "Actual/Actual" is specified in the relevant Pricing Supplement, the
actual number of days in such Calculation Period divided by 365 (or, if any portion of
such Calculation Period falls in a leap year, the sum of (x) the actual number of days in
that portion of such Calculation Period falling in a leap year divided by 366 and (y) the
actual number of days in that portion of such Calculation Period falling in a non-leap year
divided by 365);
(c)
if "Actual/360" is specified in the relevant Pricing Supplement, the actual number of days
in such Calculation Period divided by 360;
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(d)
if "30/360" is specified in the relevant Pricing Supplement, the number of days in such
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 calculated on the basis of 12 30-day months) divided by 360; and
(e)
if "Actual/365 (Fixed)" is specified in the relevant Pricing Supplement, the actual number
of days in such Calculation Period divided by 365.
"Depositary" means DTC or any other Relevant Clearing System outside of Switzerland
designated as Depositary by the Issuer; provided, however, that, irrespective of the number of
Regulation S Registered Global Certificates and/or Rule 144A Registered Global Certificates, as
the case may be, outstanding, there will be no more than one Depositary for the Notes at any time.
"Designated Maturity" means the period specified as such in the relevant Pricing Supplement.
"Distribution Compliance Period" means the 40-day period commencing on (and including) the
later of (i) the day on which the Notes are first offered to Persons other than distributors (as defined
in Regulation S under the US Securities Act), and (ii) the day on which the closing of the offering
of the Notes occurs.
"DTC" means The Depository Trust Company.
"Early Redemption Date" has the meaning assigned to such term in subclause (i) of
Condition 6(f) (Redemption and Purchase Conditions for early redemption).
"Early Redemption Notice" has the meaning assigned to such term in subclause (i) of
Condition 6(f) (Redemption and Purchase Conditions for early redemption).
"STR" means the daily euro short-term rate.
"STR Administrator" means the European Central Bank (including any successor thereto) or
any successor administrator of STR.
"STR Administrator Website" means the website of the European Central Bank, or any
successor website on which STR is published by or on behalf of the STR Administrator.
"STR Authorised Distributors" has the meaning assigned to such term in the definition of the
term "STR Reference Rate".
"STR Notes" means Notes with respect to which the Reference Rate is "Compounded Daily
STR".
"STR Reference Rate" means, in respect of any T2 Settlement Day and subject to subclause (C)
of Condition 5(d)(iii) (Interest Floating Rate of Interest Calculation of Floating Rate of Interest
for STR Notes), STR for such T2 Settlement Day as provided by the STR Administrator and
published on the STR Administrator Website (or, if such rate is no longer published on the STR
Administrator Website, as otherwise published or provided by the STR Administrator to
authorised distributors (the "STR Authorised Distributors") and as then published by the
relevant STR Authorised Distributors on the Relevant STR Page or, if the Relevant STR Page
is unavailable, as otherwise published by the relevant STR Authorised Distributors) on the T2
Settlement Day immediately following such T2 Settlement Day (in each case, at the time specified
by, or determined in accordance with, the applicable methodology, policies or guidelines, of the
STR Administrator).
"EUR EURIBOR ICE Swap Rate" means, in respect of any Interest Period, the EUR EURIBOR
ICE Swap Rate® (or any successor label for such rate applied by IBA) published by IBA that
represents the annual mid rate as of the EURIBOR-ISR Applicable Time, on the Interest
Determination Date in respect of such Interest Period for euro swap transactions with the
Designated Maturity and a floating leg based on (i) if the Designated Maturity is one year or less,
three-month EURIBOR, or (ii) otherwise, six-month EURIBOR.
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"EURIBOR" means, in respect of any specified maturity, the interest rate benchmark known as
the Euro Interbank Offered Rate that is calculated by Global Rate Set Systems Ltd. (or any other
Person that takes over the calculation of that rate), and published by a designated distributor
(currently Thomson Reuters), in accordance with the requirements from time to time of the
European Money Markets Institute (or any other Person that takes over the administration of that
rate).
"EURIBOR-ISR Applicable Time" means the time specified as such in the relevant Pricing
Supplement.
"euro" means the currency introduced at the start of the third stage of European economic and
monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998
on the introduction of the euro, as amended.
"Euroclear" means Euroclear Bank SA/NV.
"Event of Default" has the meaning assigned to such term in Condition 11 (Events of Default).
"Existing Reference Rate" has the meaning assigned to such term in Condition 5(d)(ix) (Interest
 Floating Rate of Interest Benchmark replacement for Floating Rate Notes (other than SARON
Notes and SOFR Notes)).
"Existing Reset Reference Rate" has the meaning assigned to such term in Condition 5(a)(iv)
(Interest Fixed Rate Notes and Fixed Rate/Fixed Rate Notes Benchmark replacement).
"External TLAC" means instruments eligible for external TLAC according to the core features of
Sections 7 to 14 of the FSB TLAC Term Sheet or any corresponding provisions of any other FSB
TLAC Standard.
"Federal Reserve Board" means the Board of Governors of the Federal Reserve System.
"FEDFUNDS1 Page" has the meaning assigned to such term in the definition of the term "US
Federal Funds Rate".
"Final Redemption Amount" means the amount specified as such in the relevant Pricing
Supplement.
"FINMA" means the Swiss Financial Market Supervisory Authority FINMA and any successor
thereto.
"FISA" means the Swiss Federal Intermediated Securities Act of 3 October 2008, as amended and
as may be further amended from time to time.
"Fiscal Agent" means Deutsche Bank Trust Company Americas, in its capacity as fiscal agent for
Registered Notes, and includes any successor Fiscal Agent appointed in accordance with the Senior
Debt Fiscal Agency Agreement.
"Fixed Coupon Amount" means the amount specified as such in the relevant Pricing Supplement.
"Fixed Rate/Fixed Rate Notes" means Notes with respect to which the interest basis specified in
the relevant Pricing Supplement is "Fixed Rate/Fixed Rate".
"Fixed Rate/Floating Rate Notes" means Notes with respect to which the interest basis specified
in the relevant Pricing Supplement is "Fixed Rate/Floating Rate".
"Fixed Rate Notes" means Notes with respect to which the interest basis specified in the relevant
Pricing Supplement is "Fixed Rate".
"Fixed Rate of Interest" means (i) in the case of Fixed Rate Notes and Fixed Rate/Floating Rate
Notes, the rate specified as such in the relevant Pricing Supplement, and (ii) in the case of Fixed
Rate/Fixed Rate Notes, (a) with respect to the period from and including the Interest
Commencement Date to but excluding the Reset Date, the Initial Rate of Interest, and (b) with
- 45 -

respect to the Reset Period, the greater of (x) the sum of the Reset Margin and the Reset Reference
Rate and (y) zero.
"Fixed Rate Period" means, in respect of Fixed Rate/Floating Rate Notes, the period from and
including the Interest Commencement Date to but excluding the Floating Rate Commencement
Date.
"Floating Rate Commencement Date" means, in respect of Fixed Rate/Floating Rate Notes, the
Interest Payment Date specified as such in the relevant Pricing Supplement.
"Floating Rate Notes" means Notes with respect to which the interest basis specified in the
relevant Pricing Supplement is "Floating Rate".
"Floating Rate of Interest" has the meaning assigned to such term in Condition 5(d)(i) (Interest
 Floating Rate of Interest Floating Rate of Interest General).
"Floating Rate Period" means, in respect of Fixed Rate/Floating Rate Notes, the period from and
including the Floating Rate Commencement Date to but excluding the Maturity Date.
"FSB TLAC Principles" means the Principles on Loss-absorbing and Recapitalisation Capacity
of G-SIBs in Resolution of 9 November 2015, published by the Financial Stability Board.
"FSB TLAC Standard" means the FSB TLAC Principles and the FSB TLAC Term Sheet and any
successor document or documents published by the Financial Stability Board that sets standards
for External TLAC.
"FSB TLAC Term Sheet" means the Total Loss-absorbing Capacity (TLAC) Term Sheet of
9 November 2015, published by the Financial Stability Board.
"GBP SONIA ICE Swap Rate" means, in respect of any Interest Period, the GBP SONIA ICE
Swap Rate® (or any successor label for such rate applied by IBA) published by IBA that represents
the annual mid rate as of 11:00 a.m., London time, on the Interest Determination Date in respect
of such Interest Period for Sterling swap transactions with the Designated Maturity and a floating
leg based on Overnight SONIA compounded in arrears for 12 months.
"Group" means UBS Group AG and its subsidiaries.
"Holder" means, with respect to any Note, (i) in the case of Uncertificated Notes that constitute
Intermediated Securities, (a) the Person, other than an intermediary (Verwahrungsstelle), holding
such Note in a securities account (Effektenkonto) with an intermediary (Verwahrungsstelle), or
(b) the intermediary (Verwahrungsstellen) holding such Note for its own account, and (ii) in the
case of Registered Notes, the Person in whose name the Registered Certificate representing such
Registered Note is registered in the Register. For the avoidance of doubt, with respect to Notes
represented by a Registered Global Certificate, no Indirect Holder or other Person will be a Holder
for purposes of the Terms and Conditions of the Notes or such Notes or have any rights, or be owed
any obligations by the Issuer, under such Notes.
"IBA" means ICE Benchmark Administration® Limited (including any successor thereto) or any
successor administrator of the EUR EURIBOR ICE Swap Rate® (or any successor label), the GBP
SONIA ICE Swap Rate® (or any successor label), or the USD SOFR ICE Swap Rate® (or any
successor label), as applicable.
"ICE Swap Rate" means each of the EUR EURIBOR ICE Swap Rate, the GBP SONIA ICE Swap
Rate and the USD SOFR ICE Swap Rate.
"Independent Adviser" means an independent financial institution of international repute or an
independent adviser of recognised standing and expertise, in either case, appointed by the Issuer
at its own expense to make any determination that is required to be made, or may be made, by an
Independent Adviser under the Terms and Conditions of the Notes.
"Independent Adviser Determination Cut-off Date" has the meaning assigned to such term (i) in
the case of Fixed Rate/Fixed Rate Notes where Benchmark Replacement Determination is
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