Obligation UBSL 6.4% ( US90281F2974 ) en USD

UBSL

100 % ▲

Suisse

US90281F2974 ( en USD )

6.4% par an ( paiement semestriel )

02/12/2024 - Obligation échue

Prospectus brochure de l'obligation UBS (London Branch) US90281F2974 en USD 6.4%, échue

1 000 USD

7 347 000 USD

90281F297

N/A

UBS (London Branch) est une succursale de la banque suisse UBS, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions financières au Royaume-Uni et au-delà.

L'Obligation émise par UBSL ( Suisse ) , en USD, avec le code ISIN US90281F2974, paye un coupon de 6.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/12/2024

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424B2 1 ub54416975-424b2.htm PS - NOVEMBER 26 INDU RTY LEAST OF TACYN WMA (US90281F2974) UBSWM240
PRICING SUPPLEMENT

Dated November 26, 2019
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-225551
(To Prospectus dated October 31, 2018,
Index Supplement dated October 31, 2018
and Product Supplement dated October 31, 2018)

UBS AG $7,347,280 Trigger Autocallable Contingent Yield Notes
Linked to the least performing of the Russel 2000® Index and the Dow Jones Industrial Average® due December 2, 2024
Investment Description
UBS AG Trigger Autocal able Contingent Yield Notes (the "Notes") are unsubordinated, unsecured debt securities issued by UBS AG ("UBS" or the
"issuer") linked to the least performing of the Russel 2000® Index and the Dow Jones Industrial Average®. UBS wil pay a contingent coupon on the
coupon payment date only if the closing level of each underlying asset on the applicable observation date (including the final valuation date) is equal to or
greater than its coupon barrier. Otherwise, no contingent coupon wil be paid for the relevant coupon payment date. UBS wil automatical y cal the Notes
early if the closing level of each underlying asset on any observation date (quarterly, beginning after 12 months) prior to the final valuation date is equal to
or greater than its initial level. If the Notes are subject to an automatic cal , UBS wil pay on the applicable coupon payment date fol owing such
observation date (the "cal settlement date") a cash payment per Note equal to your principal amount plus the contingent coupon otherwise due, and no
further payments wil be owed to you under the Notes. If the Notes are not subject to an automatic cal and the closing level of each underlying asset on
the final valuation date (the "final level") is equal to or greater than its downside threshold, UBS wil pay you a cash payment per Note equal to the
principal amount. If, however, the Notes are not subject to an automatic cal and the final level of any underlying asset is less than its downside threshold,
UBS wil pay you a cash payment per Note that is less than the principal amount, if anything, resulting in a percentage loss on your initial investment
equal to the percentage decline in the least performing underlying asset from the trade date to the final valuation date (the "underlying return") and, in
extreme situations, you could lose al of your initial investment. The "least performing underlying asset" is the underlying asset with the lowest underlying
return as compared to any other underlying asset. Investing in the Notes involves significant risks. You may lose a significant portion or all of
your initial investment and may not receive any contingent coupon during the term of the Notes. You will be exposed to the market risk of each
underlying asset on each observation date and on the final valuation date and any decline in the level of one underlying asset may negatively
affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of any other underlying asset.
Generally, a higher contingent coupon rate on a Note is associated with a greater risk of loss and a greater risk that you will not receive
contingent coupons over the term of the Notes. The contingent repayment of principal applies only at maturity. Any payment on the Notes,
including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations you may not
receive any amounts owed to you under the Notes and you could lose all of your initial investment.
Features
Key Dates
·
Potential for Periodic Contingent Coupons -- UBS wil pay a
Trade Date
November 26, 2019
contingent coupon on a coupon payment date only if the closing
Settlement Date
November 29, 2019
level of each underlying asset is equal to or greater than its coupon
Observation Dates*
Quarterly (cal able after 12 months) (see page 4)
barrier on the applicable observation date (including the final
Final Valuation Date*
November 26, 2024
valuation date). Otherwise, if the closing level of any underlying
Maturity Date*
December 2, 2024
asset is less than its coupon barrier on the applicable observation

* Subject to postponement in the event of a market disruption event as
date, no contingent coupon wil be paid for the relevant coupon
described in the accompanying product supplement.
payment date.

·
Automatic Call Feature -- UBS wil automatical y cal the Notes
and pay you the principal amount of your Notes plus the contingent
coupon otherwise due on the related coupon payment date if the
closing level of each underlying asset is equal to or greater than its
initial level on any observation date (quarterly, beginning after 12
months) prior to the final valuation date. If the Notes were
previously subject to an automatic cal , no further payments wil be
owed to you under the Notes.
·
Contingent Repayment of Principal at Maturity with Potential
for Full Downside Market Exposure -- If the Notes have not
been subject to an automatic cal and the final level of each
underlying asset is equal to or greater than its downside threshold,
UBS wil repay you the principal amount per Note at maturity. If,
however, the final level of any underlying asset is less than its
downside threshold, UBS wil pay you a cash payment per Note
that is less than the principal amount, if anything, resulting in a
percentage loss on your investment equal to the underlying return
of the least performing underlying asset. The contingent repayment
of principal applies only if you hold the Notes to maturity. Any
payment on the Notes including any repayment of principal, is
subject to the creditworthiness of UBS.
Notice to investors: the Notes are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the
principal amount of the Notes at maturity, and the Notes may have the same downside market risk as the least performing underlying asset.
This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS. You should not purchase the Notes if you do
not understand or are not comfortable with the significant risks involved in investing in the Notes.
You should carefully consider the risks described under "Key Risks" beginning on page 5 and under "Risk Factors" beginning on page PS-9
of the accompanying product supplement before purchasing any Notes. Events relating to any of those risks, or other risks and uncertainties,
could adversely affect the market value of, and the return on, your Notes. You may lose a significant portion or all of your initial investment in
the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic communications network.
Note Offering
These terms relate to Notes we are offering linked to the least performing of the Russel 2000® Index and the Dow Jones Industrial Average®. The Notes
are offered at a minimum investment of 100 Notes at $10 per Note (representing a $1,000 investment), and integral multiples of $10 in excess thereof.
Bloomberg
Contingent
Initial
Underlying Asset
Ticker
Coupon Rate
Levels Downside Thresholds
Coupon Barriers
CUSIP
ISIN
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Russel 2000® Index
RTY
6.40% per annum 1,624.231
1,136.962, which is
1,136.962, which is
90281F297 US90281F2974
70.00% of the Initial
70.00% of the Initial
Level
Level
Dow Jones Industrial
19,685.18, which is
19,685.18, which is
70.00% of the Initial
70.00% of the Initial
Average®
INDU
28,121.68
Level
Level
The estimated initial value of the Notes as of the trade date is $9.593. The estimated initial value of the Notes was determined as of the close of the
relevant markets on the date hereof by reference to UBS' internal pricing models, inclusive of the internal funding rate. For more information about
secondary market offers and the estimated initial value of the Notes, see "Key Risks -- Fair value considerations" and "-- Limited or no secondary market
and secondary market price considerations" on page 6 of this document.
See "Additional Information about UBS and the Notes" on page ii. The Notes will have the terms set forth in the accompanying product
supplement relating to the Notes, dated October 31, 2018, the index supplement, dated October 31, 2018, the accompanying prospectus and
this document. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Notes
or passed upon the adequacy or accuracy of this document, the index supplement, the accompanying product supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Offering of Notes
Issue Price to Public
Underwriting Discount
Proceeds to UBS AG

Total
Per Note
Total
Per Note
Total
Per Note
Notes linked to the least performing of the Russel 2000® Index and
the Dow Jones Industrial Average®
$7,347,280.00
$10.00
$183,682.00
$0.25
$7,163,598.00
$9.75

UBS Financial Services Inc.
UBS Investment Bank

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Additional Information about UBS and the Notes
UBS has filed a registration statement (including a prospectus, as supplemented by an index supplement and a product supplement for
the Notes) with the Securities and Exchange Commission (the "SEC"), for the offering to which this document relates. Before you invest,
you should read these documents and any other documents related to the Notes that UBS has filed with the SEC for more complete
information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central
Index Key, or CIK, on the SEC website is 0001114446.
You may access these documents on the SEC website at www.sec.gov as follows:
· Market-linked Securities product supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002085/ub47016353-424b2.htm
· Index Supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002083/ub46174419-424b2.htm
· Prospectus dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
References to "UBS", "we", "our" and "us" refer only to UBS AG and not to its consolidated subsidiaries. In this document, "Trigger
Autocallable Contingent Yield Notes" or the "Notes" refer to the Notes that are offered hereby. Also, references to the "accompanying
product supplement" or "Market-linked Securities product supplement" mean the UBS product supplement, dated October 31, 2018,
references to the "index supplement" mean the UBS index supplement, dated October 31, 2018 and references to the "accompanying
prospectus" mean the UBS prospectus, titled "Debt Securities and Warrants", dated October 31, 2018.
This document, together with the documents listed above, contains the terms of the Notes and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including all other prior pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider,
among other things, the matters set forth in "Key Risks" beginning on page 5 and in "Risk Factors" in the accompanying product
supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before deciding to invest in the Notes.
If there is any inconsistency between the terms of the Notes described in the accompanying prospectus, the accompanying product
supplement , the index supplement and this document, the following hierarchy will govern: first, this document; second, the
accompanying product supplement; third, the index supplement; and last, the accompanying prospectus.
UBS reserves the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any
changes to the terms of the Notes, UBS will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes in which case UBS may reject your offer to purchase.

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Investor Suitability
The Notes may be suitable for you if:
The Notes may not be suitable for you if:
· You fully understand the risks inherent in an investment in the
· You do not fully understand the risks inherent in an
Notes, including the risk of loss of a significant portion or all of
investment in the Notes, including the risk of loss of a
your initial investment.
significant portion or all of your initial investment.
· You understand and accept that an investment in the Notes is
· You do not understand or are unwilling to accept that an
linked to the performance of the least performing underlying
investment in the Notes is linked to the performance of the
asset and not a basket of the underlying assets, that you will
least performing underlying asset and not a basket of the
be exposed to the individual market risk of each underlying
underlying assets, that you will be exposed to the individual
asset on each observation date and on the final valuation
market risk of each underlying asset on each observation
date and that you may lose a significant portion or all of your
date and on the final valuation date and that you may lose a
initial investment if the closing level of any underlying asset is
significant portion or all of your initial investment if the closing
less than its downside threshold on the final valuation date.
level of any underlying asset is less than its downside
· You can tolerate a loss of a significant portion or all of your
threshold on the final valuation date.
initial investment and are willing to make an investment that
· You require an investment designed to provide a full return of
may have the same downside market risk as a hypothetical
principal at maturity.
investment in the least performing underlying asset or the
· You cannot tolerate a loss of a significant portion or all of your
stocks comprising the underlying assets (the "underlying
initial investment or are unwilling to make an investment that
constituents").
may have the same downside market risk as a hypothetical
· You are willing to receive no contingent coupons and believe
investment in the least performing underlying asset.
the closing level of each underlying asset will be equal to or
· You are unwilling to receive no contingent coupons during the
greater than its coupon barrier on the specified observation
term of the Notes and believe that the closing level of at least
dates and the final level of each underlying asset will be equal
one underlying asset will decline during the term of the Notes
to or greater than its downside threshold on the final valuation
and is likely to be less than its coupon barrier on at least one
date.
observation date or that the final level of any underlying asset
· You can accept that the risks of each underlying asset are not
will be less than its downside threshold on the final valuation
mitigated by the performance of any other underlying asset
date.
and the risks of investing in securities with a return based on
· You cannot accept that the risks of each underlying asset are
the performance of multiple underlying assets.
not mitigated by the performance of any other underlying
· You understand and accept that you will not participate in any
asset or the risks of investing in securities with a return based
appreciation of any underlying asset and that your potential
on the performance of multiple underlying assets.
return is limited to the contingent coupons specified herein.
· You seek an investment that participates in the full
· You can tolerate fluctuations in the price of the Notes prior to
appreciation of the levels of the underlying assets or that has
maturity that may be similar to or exceed the downside
unlimited return potential.
fluctuations in the levels of the underlying assets.
· You cannot tolerate fluctuations in the price of the Notes prior
· You are willing to invest in the Notes based on the contingent
to maturity that may be similar to or exceed the downside
coupon rate, downside threshold(s) and coupon barrier(s)
fluctuations in the levels of the underlying assets.
specified on the cover hereof.
· You are unwilling to invest in the Notes based on the
· You do not seek guaranteed current income from your
contingent coupon rate, downside threshold(s) or coupon
investment and are willing to forgo any dividends paid on the
barrier(s) specified on the cover hereof.
underlying constituents.
· You seek guaranteed current income from this investment or
· You are willing to invest in Notes that may be subject to an
prefer to receive any dividends paid on the underlying
automatic call and you are otherwise willing to hold such
constituents.
Notes to maturity and you accept that there may be little or no
· You are unable or are unwilling to invest in Notes that may be
secondary market for the Notes.
subject to an automatic call, you are otherwise unable or
· You understand and are willing to accept the risks associated
unwilling to hold the Notes to maturity or you seek an
with the underlying assets.
investment for which there will be an active secondary market
· You are willing to assume the credit risk of UBS for all
for the Notes.
payments under the Notes, and understand that if UBS
· You do not understand or are unwilling to accept the risks
defaults on its obligations you may not receive any amounts
associated with the underlying assets.
due to you including any repayment of principal.
· You are unwilling to assume the credit risk of UBS for all
· You understand that the estimated initial value of the Notes
payments under the Notes, including any repayment of
determined by our internal pricing models is lower than the
principal.
issue price and that should UBS Securities LLC or any affiliate
make secondary markets for the Notes, the price (not
including their customary bid-ask spreads) will temporarily
exceed the internal pricing model price.
The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you
will depend on your individual circumstances and you should reach an investment decision only after you and your
investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Notes in
light of your particular circumstances. You should review "Information About the Underlying Assets " herein for more
information on the underlying assets. You should also review carefully the "Key Risks" section herein for risks related to an
investment in the Notes.
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Final Terms
Issuer:
UBS AG London Branch
Payment at
If the Notes are not subject to an
Principal Amount: $10 per Note
Maturity (per
automatic call and the final level of each
Note):
Term:
Approximately 5 years, unless subject to an
underlying asset is equal to or greater
automatic call.
than its downside threshold, UBS will pay
you a cash payment equal to:
Underlying
The Russell 2000® Index and the Dow Jones
Principal Amount of $10
Assets:
Industrial Average®
If the Notes are not subject to an
Contingent
If the closing level of each underlying
automatic call and the final level of any
Coupon and
asset is equal to or greater than its
underlying asset is less than its downside
Contingent
coupon barrier on any observation date
threshold, UBS will pay you a cash payment
Coupon Rate:
(including the final valuation date), UBS
that is less than the principal amount, if
will pay you the contingent coupon applicable
anything, equal to:
to such observation date on the related
$10 x (1+ Underlying Return of the Least
coupon payment date.
Performing Underlying Asset)
If the closing level of any underlying asset
In such a case, you will suffer a
is less than its coupon barrier on any
percentage loss on your initial investment
observation date (including the final
equal to the underlying return of the least
valuation date), the contingent coupon
performing underlying asset regardless
applicable to such observation date will not
of the underlying return of any other
accrue or be payable and UBS will not make
underlying asset and, in extreme
any payment to you on the relevant coupon
situations, you could lose all of your
payment date.
initial investment.
The contingent coupon is a fixed amount
Least Performing
The underlying asset with the lowest
based upon equal periodic installments at a
Underlying Asset: underlying return as compared to the other
per annum rate (the "contingent coupon
underlying asset(s)
rate"). The table below sets forth the
contingent coupon rate and contingent
Underlying Return: For each underlying asset, the quotient,
coupon for each Note that would be
expressed as a percentage, of the following
applicable to each observation date on which
formula:
the closing level of each underlying asset is
Final Level Initial Level
greater than or equal to its coupon barrier.
Initial Level

Contingent Coupon
6.40%
Downside
For each underlying asset, a specified level
Rate
Threshold:(1)
of the underlying asset that is less than its

Contingent Coupon
$0.16
initial level, equal to a percentage of its initial
level, as indicated on the cover hereof and

Contingent coupons on the Notes are not
as determined by the calculation agent.
guaranteed. UBS will not pay you the
contingent coupon for any observation
Coupon Barrier:(1) For each underlying asset, a specified level
date on which the closing level of any
of the underlying asset that is less than its
underlying asset is less than its coupon
initial level, equal to a percentage of the
barrier.
initial level, as indicated on the cover hereof
and as determined by the calculation agent.
Automatic Call
UBS will automatically call the Notes if the
Feature:
closing level of each underlying asset on any
Initial Level:(1)
The closing level of each underlying asset on
observation date (quarterly, beginning after
the trade date, as indicated on the cover
12 months) prior to the final valuation date is
hereof and as determined by the calculation
equal to or greater than its initial level.
agent.
If the Notes are subject to an automatic call,
Final Level:(1)
The closing level of each underlying asset on
UBS will pay you on the corresponding
the final valuation date, as determined by the
coupon payment date (which will be the "call
calculation agent.
settlement date") a cash payment per Note
(1) As may be adjusted as described under "General Terms of the
equal to your principal amount plus the
Securities -- Discontinuance of or Adjustments to an
contingent coupon otherwise due on such
Underlying Index; Alteration of Method of Calculation" in the
date. Following an automatic call, no further
accompanying product supplement.
payments will be made on the Notes.

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Investment Timeline

Trade Date
The initial level of each underlying asset is observed and the
final terms of the Notes are set.
¯

If the closing level of each underlying asset is equal to or
greater than its coupon barrier on any observation date
(including the final valuation date), UBS will pay you a
contingent coupon on the applicable coupon payment date.
Observation Dates
The Notes will be subject to an automatic call if the closing level
(quarterly, callable
of each underlying asset on any observation date (quarterly,
after 12 months)
beginning after 12 months) prior to the final valuation date is
equal to or greater than its initial level.
If the Notes are subject to an automatic call, UBS will pay you a
cash payment per Note equal to $10 plus the contingent
coupon otherwise due on such date.
¯

The final level of each underlying asset is observed on the final
valuation date.
If the Notes are not subject to an automatic call and the
final level of each underlying asset is equal to or greater
than its downside threshold, UBS will pay you a cash
payment per Note equal to:
Principal Amount of $10
If the Notes are not subject to an automatic call and the
Maturity Date
final level of any underlying asset is less than its downside
threshold, UBS will pay you a cash payment per Note that is
less than the principal amount, if anything, equal to:
$10 x (1+ Underlying Return of the Least Performing
Underlying Asset)
In such a case, you will suffer a percentage loss on your
initial investment equal to the underlying return of the least
performing underlying asset regardless of the underlying
return of any other underlying asset and, in extreme
situations, you could lose all of your initial investment.
Investing in the Notes involves significant risks. You may lose a significant portion or all of your initial investment. Any
payment on the Notes, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default
on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose all of your
initial investment.
If the Notes are not subject to an automatic call, you may lose a significant portion or all of your initial investment. Specifically,
if the Notes are not subject to an automatic call and the final level of any underlying asset is less than its downside threshold,
you will lose a percentage of your principal amount equal to the underlying return of the least performing underlying asset
and, in extreme situations, you could lose all of your initial investment. You will be exposed to the market risk of each
underlying asset on each observation date and on the final valuation date and any decline in the level of one underlying asset
may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of
any other underlying asset.

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Observation Dates(1) and Coupon Payment Dates(1)(2)(3)
)
Observation Dates
Coupon Payment Dates
February 26, 2020*
February 28, 2020*
May 26, 2020*
May 28, 2020*
August 26, 2020*
August 28, 2020*
November 27, 2020*
December 1, 2020
February 26, 2021
March 2, 2021
May 26, 2021
May 28, 2021
August 26, 2021
August 31, 2021
November 26, 2021
November 30, 2021
February 28, 2022
March 2, 2022
May 26, 2022
May 31, 2022
August 26, 2022
August 31, 2022
November 28, 2022
November 30, 2022
February 27, 2023
March 1, 2023
May 26, 2023
May 31, 2023
August 29, 2023
August 31, 2023
November 27, 2023
November 29, 2023
February 26, 2024
February 28, 2024
May 28, 2024
May 30, 2024
August 27, 2024
August 29, 2024
Final Valuation Date
Maturity Date

*
The Notes are not callable until the first potential call settlement date, which is December 1, 2020.
(1)
Subject to the market disruption event provisions set forth in the accompanying product supplement.
(2)
Two business days following each observation date, except that the coupon payment date for the final valuation date
is the maturity date.
(3)
If you are able to sell the Notes in the secondary market on an observation date, the purchaser of the Notes will be
deemed to be the record holder on the applicable record date and therefore you will not be entitled to any payment
attributable to that observation date.

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Key Risks
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to a hypothetical investment in
the least performing underlying asset or its underlying constituents. Some of the risks that apply to the Notes are summarized
below, but we urge you to read the more detailed explanation of risks relating to the Notes in the "Risk Factors" section of the
accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors
before you invest in the Notes.
·
Risk of loss at maturity -- The Notes differ from ordinary debt securities in that UBS will not necessarily make periodic coupon
payments or repay the principal amount of the Notes at maturity. If the Notes are not subject to an automatic call and the final
level of any underlying asset is less than its downside threshold, you will lose a percentage of your principal amount equal to the
underlying return of the least performing underlying asset and, in extreme situations, you could lose all of your initial investment.
·
The contingent repayment of principal applies only at maturity -- You should be willing to hold your Notes to maturity. If you
are able to sell your Notes prior to an automatic call or maturity in the secondary market, you may have to sell them at a loss
relative to your initial investment even if the level of each underlying asset is equal to or greater than its downside threshold. All
payments on the Notes are subject to the creditworthiness of UBS.
·
You may not receive any contingent coupons with respect to your Notes -- UBS will not necessarily make periodic coupon
payments on the Notes. UBS will pay a contingent coupon for each observation date on which the closing level of each
underlying asset is equal to or greater than its coupon barrier. If the closing level of any underlying asset is less than its coupon
barrier on any observation date, UBS will not pay you the contingent coupon applicable to such observation date. If the closing
level of any underlying asset is less than its coupon barrier on each of the observation dates, UBS will not pay you any
contingent coupons during the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment of
the contingent coupon coincides with a period of greater risk of principal loss on your Notes.
·
Your potential return on the Notes is limited to the contingent coupons and you will not participate in any appreciation
of any underlying asset or underlying constituents -- The return potential of the Notes is limited to the pre-specified
contingent coupon rate, regardless of any appreciation of any underlying asset. In addition, your return on the Notes will vary
based on the number of observation dates, if any, on which the requirements of the contingent coupon have been met prior to
maturity or an automatic call. Further, if the Notes are subject to an automatic call, you will not receive any contingent coupons or
any other payment in respect of any observation dates after the applicable call settlement date. Because the Notes may be
subject to an automatic call as early as the first potential call settlement date, the total return on the Notes could be less than if
the Notes remained outstanding until maturity. Furthermore, if the Notes are not subject to an automatic call, you may be subject
to the decline of the least performing underlying asset even though you cannot participate in any appreciation of any underlying
asset or underlying constituents. As a result, the return on an investment in the Notes could be less than the return on a
hypothetical direct investment in any or all of the underlying assets or underlying constituents. In addition, as an owner of the
Notes, you will not have voting rights or any other rights of a holder of the underlying constituents.
·
A higher contingent coupon rate or lower downside thresholds or coupon barriers may reflect greater expected
volatility of the underlying assets, and greater expected volatility generally indicates an increased risk of loss at
maturity -- The economic terms for the Notes, including the contingent coupon rate, coupon barriers and downside thresholds,
are based, in part, on the expected volatility of each underlying asset at the time the terms of the Notes are set. "Volatility" refers
to the frequency and magnitude of changes in the level of each underlying asset. The greater the expected volatility of each
underlying asset as of the trade date, the greater the expectation is as of that date that the closing level of each underlying asset
could be less than its coupon barrier on any observation date and that the final level of each underlying asset could be less than
its downside threshold on the final valuation date and, as a consequence, indicates an increased risk of not receiving a
contingent coupon and an increased risk of loss, respectively. All things being equal, this greater expected volatility will generally
be reflected in a higher contingent coupon rate than the yield payable on our conventional debt securities with a similar maturity
or on otherwise comparable securities, and/or lower downside thresholds and/or coupon barriers than those terms on otherwise
comparable securities. Therefore, a relatively higher contingent coupon rate may indicate an increased risk of loss. Further,
relatively lower downside threshold(s) and/or coupon barrier(s) may not necessarily indicate that the Notes have a greater
likelihood of a return of principal at maturity and/or paying contingent coupons. You should be willing to accept the downside
market risk of the least performing underlying asset and the potential to lose a significant portion or all of your initial investment.
·
Reinvestment risk -- The Notes will be subject to an automatic call if the closing level of each underlying asset is equal to or
greater than its initial level on certain observation dates prior to the final valuation date as set forth under "Observation Dates
and Coupon Payment Dates" above. Because the Notes could be subject to an automatic call, the term of your investment may
be limited. In the event that the Notes are subject to an automatic call, there is no guarantee that you would be able to reinvest
the proceeds at a comparable return and/or with a comparable contingent coupon rate for a similar level of risk. In addition, to
the extent you are able to reinvest such proceeds in an investment comparable to the Notes, you may incur transaction costs
such as dealer discounts and hedging costs built into the price of the new securities. Generally, however, the longer the Notes
remain outstanding, the less likely the Notes will be subject to an automatic call due to the decline in the level of an underlying
asset and the shorter time remaining for the level of any such underlying asset to recover. Such periods generally coincide with a
period of greater risk of principal loss on your Notes.
·
You are exposed to the market risk of each underlying asset -- Your return on the Notes is not linked to a basket consisting
of the underlying assets. Rather, it will be contingent upon the performance of each individual underlying asset. Unlike an
instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is mitigated and
diversified among all of the components of the basket, you will be exposed equally to the risks related to each underlying asset.
Poor performance by any underlying asset over the term of the Notes will negatively affect your return and will not be offset or
mitigated by a positive performance by any other underlying asset. For instance, you may receive a negative return equal to the
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underlying return of the least performing underlying asset if the closing level of one underlying asset is less than its downside
threshold on the final valuation date, even if the underlying return of any other underlying asset is positive or has not declined as
much. Accordingly, your investment is subject to the market risk of each underlying asset.
·
Because the Notes are linked to the least performing underlying asset, you are exposed to a greater risk of no
contingent coupons and losing a significant portion or all of your initial investment at maturity than if the Notes were
linked to only one underlying asset -- The risk that you will not receive any contingent coupons and lose a significant portion
or all of your initial investment in the Notes is greater if you invest in the Notes than the risk of investing in substantially similar
securities that are linked to the performance of only one underlying asset. With more underlying assets, it is more likely that the
closing level of any underlying asset will be less than its coupon barrier on any observation date or decline to a closing level that
is less than its downside threshold than if the Notes were linked to only one underlying asset.
In addition, the lower the correlation is between the performance of a pair of underlying assets, the more likely it is that one of
the underlying assets will decline in value to a closing level or final level, as applicable, that is less than its coupon barrier or
downside threshold on any observation date or on a final valuation date, respectively. Although the correlation of the underlying
assets' performance may change over the term of the Notes, the economic terms of the Notes, including the contingent coupon
rate, downside threshold and coupon barrier are determined, in part, based on the correlation of the underlying assets'
performance calculated using our internal models at the time when the terms of the Notes are finalized. All things being equal, a
higher contingent coupon rate and lower downside threshold and coupon barrier is generally associated with lower correlation of
the underlying assets. Therefore, if the performance of a pair of underlying assets is not correlated to each other or is negatively
correlated, the risk that you will not receive any contingent coupons or that the final

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