Obligation UBSL 0% ( US90281J4141 ) en USD

UBSL

100 % ⇌

Suisse

US90281J4141 ( en USD )

30/06/2021 - Obligation échue

Prospectus brochure de l'obligation UBS (London Branch) US90281J4141 en USD 0%, échue

1 000 USD

7 333 000 USD

90281J414

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'analyse d'un instrument de dette spécifique, une obligation identifiée par le code ISIN US90281J4141 et le code CUSIP 90281J414, révèle qu'elle a été émise par UBS (London Branch), une branche du groupe UBS, une institution financière mondiale de premier plan basée en Suisse, reconnue pour son vaste éventail de services bancaires et financiers incluant la gestion de patrimoine, la banque d'investissement et la banque de détail, et était libellée en dollars américains (USD) pour une taille d'émission totale de 7 333 000 unités, avec une taille minimale à l'achat de 1 000 unités, caractérisée par un taux d'intérêt de 0% et une fréquence de paiement de 2, atteignant sa maturité le 30 juin 2021 et ayant été remboursée à 100% de sa valeur nominale.

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424B2 1 ub54966741-424b2.htm FORM 424B2
PRICING SUPPLEMENT
Dated April 27, 2020

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-225551
(To Prospectus dated October 31, 2018,
Index Supplement dated October 31, 2018
and Product Supplement dated October 31, 2018)
UBS AG $7,333,110 Capped GEARS
Linked to the S&P 500® Index due June 30, 2021
Investment Description
UBS AG Capped GEARS (the "Securities") are unsubordinated, unsecured debt securities issued by UBS AG ("UBS" or the "issuer") linked to the
performance of the S&P 500® Index (the "underlying asset"). The amount you receive at maturity wil be based on the direction and percentage change in
the level of the underlying asset from the trade date to the final valuation date (the "underlying return") and whether the closing level of the underlying
asset on the final valuation date (the "final level") is less than the initial level. If the underlying return is positive, at maturity, UBS wil pay you a cash
payment per Security equal to the principal amount plus a percentage return equal to the lesser of (a) the underlying return multiplied by the upside
gearing and (b) the maximum gain. If the underlying return is zero, at maturity, UBS wil pay you a cash payment per Security equal to the principal
amount. If, however, the underlying return is negative, at maturity, UBS wil pay you a cash payment per Security that is less than the principal amount, if
anything, resulting in a percentage loss on your initial investment equal to the underlying return and, in extreme situations, you could lose al of your initial
investment. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or all of your initial
investment. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to
default on its payment obligations you may not receive any amounts owed to you under the Securities and you could lose all of your initial
investment.
Features
Key Dates
q
Enhanced Exposure to Positive Underlying Return up to the
Trade Date*
April 27, 2020
Maximum Gain: At maturity, the Securities provide exposure to any
positive underlying return multiplied by the upside gearing, up to the
Settlement Date*
April 30, 2020
maximum gain.
Final Valuation Date**
June 25, 2021
q
Full Downside Market Exposure: If the underlying return is zero,
Maturity Date**
June 30, 2021
at maturity UBS wil pay you a cash payment per Security equal to
*
We expect to deliver the Securities against payment on the third
the principal amount. If, however, the underlying return is negative,
business day fol owing the trade date. Under Rule 15c6-1 of the
UBS wil pay you a cash payment per Security that is less than the
Securities Exchange Act of 1934, as amended, trades in the
principal amount, if anything, resulting in a percentage loss on your
secondary market general y are required to settle in two business
initial investment equal to the underlying return and, in extreme
days (T+2), unless the parties to a trade expressly agree otherwise.
situations, you could lose al of your initial investment. Any payment
Accordingly, purchasers who wish to trade the Securities in the
on the Securities, including any repayment of principal, is subject to
secondary market on any date prior to two business days before
the creditworthiness of UBS.
delivery of the Securities wil be required, by virtue of the fact that
each Security initial y wil settle in three business days (T+3), to
specify alternative settlement arrangements to prevent a failed
settlement of the secondary market trade.
**
Subject to postponement in the event of a market disruption event,
as described in the accompanying product supplement.
Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay
the principal amount of the Securities at maturity, and the Securities have the same downside market risk as that of the 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 Securities if you do
not understand or are not comfortable with the significant risks involved in investing in the Securities.
You should carefully consider the risks described under "Key Risks" beginning on page 3 and under "Risk Factors" beginning on page PS-9
of the accompanying product supplement before purchasing any Securities. Events relating to any of those risks, or other risks and
uncertainties, could adversely affect the market value of, and the return on, your Securities. You may lose some or all of your initial investment
in the Securities. The Securities will not be listed or displayed on any securities exchange or any electronic communications network.
Security Offering
These terms relate to the Securities. The return on the Securities is subject to, and wil not exceed, the "maximum gain" or the corresponding "maximum
payment at maturity per Security". The Securities are offered at a minimum investment of $1,000, or 100 Securities at $10 per Security, and integral
multiples of $10 in excess thereof.
Maximum
Payment at
Bloomberg
Upside
Initial
Maximum
Maturity
Underlying Asset
Ticker
Gearing
Level
Gain
per Security
CUSIP
ISIN
S&P 500® Index
SPX
3.00
2,878.48
18.15%
$11.815
90281J414 US90281J4141
The estimated initial value of the Securities as of the trade date is $9.649. The estimated initial value of the Securities was determined as of the close of
the relevant markets on the date hereof by reference to UBS' internal pricing models, inclusive of the internal funding rate. For more information about
secondary market offers and the estimated initial value of the Securities, see "Key Risks -- Fair value considerations" and "Key Risks -- Limited or no
secondary market and secondary market price considerations" on pages 3 and 4 herein.
See "Additional Information about UBS and the Securities" on page ii. The Securities will have the terms specified in the accompanying
product supplement relating to the Securities, dated October 31, 2018, the accompanying prospectus and this document.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this document, the accompanying product supplement, the index supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
The Securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Offering of Securities
Issue Price to Public
Underwriting Discount
Proceeds to UBS AG

Total
Per Security
Total
Per Security
Total
Per Security
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Securities linked to the S&P 500® Index
$7,333,110.00
$10.00
$146,662.20
$0.20
$7,186,447.80
$9.80
UBS Financial Services Inc.
UBS Investment Bank

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Additional Information about UBS and the Securities
UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the Securities and an
index supplement for various securities we may offer, including the Securities), with the Securities and Exchange Commission (the
"SEC"), for the Securities to which this document relates. Before you invest, you should read these documents and any other documents
relating to the Securities that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain
these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC
website is 0001114446.
You may access these documents on the SEC website at www.sec.gov as follows:
¨
Market-Linked Securities product supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002085/ub47016353-424b2.htm
¨
Index supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002083/ub46174419-424b2.htm
¨
Prospectus dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
References to "UBS," "we," "our" and "us" refer only to UBS AG and not to its consolidated subsidiaries and references to "Securities"
refer to the Capped GEARS that are offered hereby, unless the context otherwise requires. Also, references to the "accompanying
product supplement" mean the UBS product supplement, dated October 31, 2018, references to the "index supplement" mean the UBS
index supplement, dated October 31, 2018 and references to the "accompanying prospectus" mean the UBS prospectus titled "Debt
Securities and Warrants," dated October 31, 2018.
This document, together with the documents listed above, contains the terms of the Securities and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including all other prior pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider,
among other things, the matters set forth in "Key Risks" herein and in "Risk Factors" of the accompanying product supplement, as the
Securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors with respect to an investment in the Securities.
If there is any inconsistency between the terms of the Securities described in the accompanying prospectus, the accompanying index
supplement, the accompanying product supplement and this document, the following hierarchy will govern: first, this document; second,
the accompanying product supplement; third, the accompanying index supplement and last, the accompanying prospectus.
UBS reserves the right to change the terms of, or reject any offer to purchase, the Securities prior to their issuance. In the event of any
changes to the terms of the Securities, UBS will notify you and you will be asked to accept such changes in connection with your
purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.
i
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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:
¨
You fully understand the risks inherent in an investment in
¨
You do not fully understand the risks inherent in an
the Securities, including the risk of loss of all of your initial
investment in the Securities, including the risk of loss of all of
investment.
your initial investment.
¨
You can tolerate a loss of some or all of your initial
¨
You require an investment designed to provide a full return
investment and are willing to make an investment that has
of principal at maturity.
the same downside market risk as that of the underlying
asset or the stocks comprising the underlying asset (the
¨
You cannot tolerate a loss of some or all of your initial
"underlying equity constituents").
investment or are unwilling to make an investment that has
the same downside market risk as that of the underlying
¨
You believe that the level of the underlying asset will
asset or the underlying equity constituents.
appreciate over the term of the Securities and that the
percentage of appreciation, when multiplied by the upside
¨
You believe that the level of the underlying asset will decline
gearing, is unlikely to exceed the maximum gain indicated
during the term of the Securities and that the final level is
on the cover hereof.
likely to be less than the initial level, or you believe that the
level of the underlying asset will appreciate over the term of
¨
You understand and accept that your potential return is
the Securities by more than the maximum gain indicated on
limited to the maximum gain and you are willing to invest in
the cover hereof.
the Securities based on the maximum gain indicated on the
cover hereof.
¨
You seek an investment that has unlimited return potential
without a cap on appreciation, or you are unwilling to invest
¨
You are willing to invest in the Securities based on the
in the Securities based on the maximum gain indicated on
upside gearing indicated on the cover hereof.
the cover hereof.
¨
You can tolerate fluctuations in the price of the Securities
¨
You are unwilling to invest in the Securities based on the
prior to maturity that may be similar to or exceed the
upside gearing indicated on the cover hereof.
downside fluctuations in the level of the underlying asset.
¨
You cannot tolerate fluctuations in the price of the Securities
¨
You do not seek current income from your investment and
prior to maturity that may be similar to or exceed the
are willing to forgo any dividends paid on the underlying
downside fluctuations in the level of the underlying asset.
equity constituents.
¨
You do not understand or are not willing to accept the risks
¨
You understand and are willing to accept the risks
associated with the underlying asset.
associated with the underlying asset.
¨
You seek current income from your investment or prefer to
¨
You are willing to hold the Securities to maturity and accept
receive any dividends paid on the underlying equity
that there may be little or no secondary market for the
constituents.
Securities.
¨
You are unable or unwilling to hold the Securities to maturity
¨
You are willing to assume the credit risk of UBS for all
or you seek an investment for which there will be an active
payments under the Securities, and understand that if UBS
secondary market.
defaults on its obligations you may not receive any amounts
due to you including any repayment of principal.
¨
You are not willing to assume the credit risk of UBS for all
payments under the Securities, including any repayment of
¨
You understand that the estimated initial value of the
principal.
Securities determined by our internal pricing models is lower
than the issue price and that should UBS Securities LLC or
any affiliate make secondary markets for the Securities, the
price (not including their customary bid-ask spreads) will
temporarily exceed the internal pricing model price.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances and you should reach an investment decision only after you
and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the
Securities in light of your particular circumstances. You should review "Information About the Underlying Asset" herein for
more information on the underlying asset. You should also review "Key Risks" herein and the more detailed "Risk Factors" in
the accompanying product supplement for risks related to an investment in the Securities.
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Final Terms
Investment Timeline
Issuer
UBS AG London Branch
Trade The initial level is observed and the final terms of
Date
Principal
$10 per Security (subject to a minimum
the Securities are set.
Amount
investment of 100 Securities)
¯
Term
Approximately 14 months.

The final level is observed on the final valuation
Underlying
date and the underlying return is calculated.
S&P 500® Index
Asset
If the underlying return is positive, UBS will pay
you an amount in cash per Security equal to:
Maximum
18.15%
Gain
$10 × (1 + the lesser of (a) Underlying Return ×
Upside Gearing and (b) Maximum Gain)
Maximum
$11.815
Payment at
If the underlying return is zero, UBS will pay you
Maturity per
Maturity
an amount in cash per Security equal to:
Security
Date
Principal Amount of $10
Upside
3.00
If the underlying return is negative, UBS will pay
Gearing
you an amount in cash per Security that is less than
your principal amount, if anything, equal to:
Payment at
If the underlying return is positive, UBS will
Maturity (per pay you an amount in cash equal to:
$10 × (1 + Underlying Return)
Security)
In this scenario, you will suffer a percentage
loss on your initial investment equal to the

$10 × (1 + the lesser of (a) Underlying Return ×
underlying return and, in extreme situations,
Upside Gearing and (b) Maximum Gain)
you could lose all of your initial investment.

If the underlying return is zero, UBS will pay
you an amount in cash equal to:
Principal Amount of $10

If the underlying return is negative, UBS will
pay you an amount in cash that is less than your
principal amount, if anything, equal to:

$10 × (1 + Underlying Return)
In this scenario, you will suffer a percentage
loss on your initial investment equal to the
underlying return and, in extreme situations,
you could lose all of your initial investment.
Underlying
The quotient, expressed as a percentage, of the
Return
following formula:
Final Level - Initial Level
Initial Level
Initial Level(1) The closing level of the underlying asset on the
trade date, as indicated on the cover hereof.
Final Level(1) The closing level of the underlying asset on the
final valuation date.
(1) As determined by the calculation agent and as may be
adjusted as described under "General Terms of the Securities --
Discontinuance of or Adjustments to an Underlying Index;
Alteration of Method of Calculation", as described in the
accompanying product supplement.
Investing in the Securities involves significant risks. You may lose some or all of your initial investment. Any payment on the
Securities, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its
payment obligations, you may not receive any amounts owed to you under the Securities and you could lose all of your initial
investment.
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Key Risks
An investment in the Securities involves significant risks. Some of the key risks that apply to the Securities are summarized here, but we
urge you to read the more detailed explanation of risks relating to the Securities generally in the "Risk Factors" section of the
accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors before you
invest in the Securities.
¨
Risk of loss at maturity -- The Securities differ from ordinary debt securities in that UBS will not necessarily repay the principal
amount of the Securities at maturity. You will be exposed to any decline in the underlying asset from the initial level to the final level.
Therefore, if the underlying return is negative, you will lose a percentage of your principal amount equal to the underlying return
and, in extreme situations, you could lose all of your initial investment.
¨
The stated payout from the issuer applies only at maturity -- You should be willing to hold your Securities to maturity. The
stated payout by the issuer is available only if you hold your Securities to maturity. If you are able to sell your Securities prior to
maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the then-current level
of the underlying asset is equal to or greater than the initial level.
¨
The upside gearing applies only at maturity -- You should be willing to hold your Securities to maturity. If you are able to sell
your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full economic value of the
upside gearing, and the percentage return you realize may be less than the then-current underlying return multiplied by the upside
gearing, even if such return is positive and does not exceed the maximum gain. You can receive the full benefit of the upside
gearing, subject to the maximum gain, only if you hold your Securities to maturity.
¨
Your potential return on the Securities is limited to the maximum gain -- The return potential of the Securities is limited to the
maximum gain. Therefore, you will not benefit from any positive underlying return in excess of an amount that, when multiplied by
the upside gearing, exceeds the maximum gain and your return on the Securities may be less than it would be in a hypothetical
direct investment in the underlying asset.
¨
No interest payments -- UBS will not pay any interest with respect to the Securities.
¨
Credit risk of UBS -- The Securities are unsubordinated, unsecured debt obligations of UBS and are not, either directly or
indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment of principal at
maturity, depends on the ability of UBS to satisfy its obligations as they come due. As a result, UBS' actual and perceived
creditworthiness may affect the market value of the Securities. If UBS were to default on its obligations, you may not receive any
amounts owed to you under the terms of the Securities and you could lose all of your initial investment.
¨
Market risk -- The return on the Securities, which may be negative, is directly linked to the performance of the underlying asset
and indirectly linked to the performance of the underlying equity constituents, and will depend on whether, and the extent to which,
the underlying return is positive or negative. The level of the underlying asset can rise or fall sharply due to factors specific to the
underlying equity constituents, such as stock price volatility, earnings and financial conditions, corporate, industry and
regulatory developments, management changes and decisions and other events, as well as general market factors, such as
general market volatility and levels, interest rates and economic and political conditions. Recently, the coronavirus infection has
caused volatility in the global financial markets and threatened a slowdown in the global economy. Coronavirus or any other
communicable disease or infection may adversely affect the underlying equity constituents and, therefore, the underlying asset.
¨
Fair value considerations.
¨
The issue price you pay for the Securities exceeds their estimated initial value -- The issue price you pay for the
Securities exceeds their estimated initial value as of the trade date due to the inclusion in the issue price of the
underwriting discount, hedging costs, issuance costs and projected profits. As of the close of the relevant markets on
the trade date, we have determined the estimated initial value of the Securities by reference to our internal pricing
models and it is set forth in this pricing supplement. The pricing models used to determine the estimated initial value of
the Securities incorporate certain variables, including the level and volatility of the underlying asset and underlying
equity constituents, any expected dividends on the underlying equity constituents, prevailing interest rates, the term of
the Securities and our internal funding rate. Our internal funding rate is typically lower than the rate we would pay to
issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging costs,
issuance costs, projected profits and the difference in rates will reduce the economic value of the Securities to you.
Due to these factors, the estimated initial value of the Securities as of the trade date is less than the issue price you
pay for the Securities.
¨
The estimated initial value is a theoretical price; the actual price that you may be able to sell your Securities in
any secondary market (if any) at any time after the trade date may differ from the estimated initial value -- The
value of your Securities at any time will vary based on many factors, including the factors described above and in "--
Market risk" above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in
part on certain assumptions about future events, which may prove to be incorrect. As a result, after the trade date, if
you attempt to sell the Securities in the secondary market, the actual value you would receive may differ, perhaps
materially, from the estimated initial value of the Securities determined by reference to our internal pricing models. The
estimated initial value of the Securities does not represent a minimum or maximum price at which we or any of our
affiliates would be willing to purchase your Securities in any secondary market at any time.
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¨
Our actual profits may be greater or less than the differential between the estimated initial value and the issue
price of the Securities as of the trade date -- We may determine the economic terms of the Securities, as well as
hedge our obligations, at least in part, prior to pricing the Securities on the trade date. In addition, there may be
ongoing costs to us to maintain and/or adjust any hedges and such hedges are often imperfect. Therefore, our actual
profits (or potentially, losses) in issuing the Securities cannot be determined as of the trade date and any such
differential between the estimated initial value and the issue price of the Securities as of the trade date does not reflect
our actual profits. Ultimately, our actual profits will be known only at the maturity of the Securities.
¨
Limited or no secondary market and secondary market price considerations.
¨
There may be little or no secondary market for the Securities -- The Securities will not be listed or displayed on
any securities exchange or any electronic communications network. UBS Securities LLC and its affiliates intend, but
are not required, to make a market for the Securities and may stop making a market at any time. If you are able to sell
your Securities prior to maturity, you may have to sell them at a substantial loss. Furthermore, there can be no
assurance that a secondary market for the Securities will develop. The estimated initial value of the Securities does
not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your
Securities in any secondary market at any time.
¨
The price at which UBS Securities LLC and its affiliates may offer to buy the Securities in the secondary
market (if any) may be greater than UBS' valuation of the Securities at that time, greater than any other
secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than
the valuation provided on your customer account statements -- For a limited period of time following the
issuance of the Securities, UBS Securities LLC or its affiliates may offer to buy or sell such Securities at a price that
exceeds (i) our valuation of the Securities at that time based on our internal pricing models, (ii) any secondary market
prices provided by unaffiliated dealers (if any) and (iii) depending on your broker, the valuation provided on customer
account statements. The price that UBS Securities LLC may initially offer to buy such Securities following issuance will
exceed the valuations indicated by our internal pricing models due to the inclusion for a limited period of time of the
aggregate value of the underwriting discount, hedging costs, issuance costs and theoretical projected trading profit.
The portion of such amounts included in our price will decline to zero on a straight line basis over a period ending no
later than the date specified under "Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if
any)." Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the Securities, it will do so at prices
that reflect our estimated value determined by reference to our internal pricing models at that time. The temporary
positive differential relative to our internal pricing models arises from requests from and arrangements made by UBS
Securities LLC with the selling agents of structured debt securities such as the Securities. As described above, UBS
Securities LLC and its affiliates intend, but are not required, to make a market for the Securities and may stop making
a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets at any time
(if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS
Financial Services Inc. and UBS Securities LLC reflect this temporary positive differential on their customer
statements. Investors should inquire as to the valuation provided on customer account statements provided by
unaffiliated dealers.
¨
Economic and market factors affecting the terms and market price of Securities prior to maturity -- Because
structured notes, including the Securities, can be thought of as having a debt component and a derivative component,
factors that influence the values of debt instruments and options and other derivatives will also affect the terms and
features of the Securities at issuance and the market price of the Securities prior to maturity. These factors include the
level of the underlying asset and the underlying equity constituents; the volatility of the underlying asset and the
underlying equity constituents; any dividends paid on the underlying equity constituents; the time remaining to the
maturity of the Securities; interest rates in the markets; geopolitical conditions and economic, financial, political, force
majeure and regulatory or judicial events; the availability of comparable instruments; the creditworthiness of UBS; the
then current bid-ask spread for the Securities. These and other factors are unpredictable and interrelated and may
offset or magnify each other.
¨
Impact of fees and the use of internal funding rates rather than secondary market credit spreads on
secondary market prices -- All other things being equal, the use of the internal funding rates described above under
"-- Fair value considerations" as well as the inclusion in the issue price of the underwriting discount, hedging costs,
issuance costs and any projected profits are, subject to the temporary mitigating effect of UBS Securities LLC's and its
affiliates' market making premium, expected to reduce the price at which you may be able to sell the Securities in any
secondary market.
¨
Owning the Securities is not the same as owning the underlying equity constituents -- The return on your Securities may not
reflect the return you would realize if you actually owned the underlying equity constituents. For instance, you will not benefit from
any positive underlying return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain.
Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions during the term of the
Securities, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your
Securities. In addition, as an owner of the Securities, you will not have voting rights or any other rights that a holder of the
underlying equity constituents may have.
¨
There can be no assurance that the investment view implicit in the Securities will be successful -- It is impossible to predict
whether and the extent to which the level of the underlying asset will rise or fall and there can be no assurance that the final level of
the underlying asset will be equal to or greater than the initial level. The final level of the underlying asset will be influenced by
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complex and interrelated political, economic, financial and other factors that affect the respective issuers of the underlying equity
constituents (each, an "underlying constituent issuer"). You should be willing to accept the risks of owning equities in general and
the underlying equity constituents in particular, and the risk of losing some or all of your initial investment.
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¨
The underlying asset reflects price return, not total return -- The return on your Securities is based on the performance of the
underlying asset, which reflects the changes in the market prices of the underlying equity constituents. It is not, however, linked to a
"total return" index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the
underlying equity constituents. The return on your Securities will not include such a total return feature or any dividend component.
¨
Changes affecting the underlying asset could have an adverse effect on the market value of, and any amount payable on,
the Securities -- The policies of the sponsor of the underlying asset as specified under "Information About the Underlying Asset"
(the "index sponsor"), concerning additions, deletions and substitutions of the underlying equity constituents and the manner in
which the index sponsor takes account of certain changes affecting those underlying equity constituents may adversely affect the
level of the underlying asset. The policies of the index sponsor with respect to the calculation of the underlying asset could also
adversely affect the level of the underlying asset. The index sponsor may discontinue or suspend calculation or dissemination of the
underlying asset. Any such actions could have an adverse effect on the market value of, and any amount payable on, the
Securities.
¨
UBS cannot control actions by the index sponsor and the index sponsor has no obligation to consider your interests --
UBS and its affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions, including any errors
in or discontinuation of public disclosure regarding methods or policies relating to the calculation of the underlying asset. The index
sponsor is not involved in the Securities offering in any way and has no obligation to consider your interest as an owner of the
Securities in taking any actions that might affect the market value of, and any amount payable on, your Securities.
¨
Potential UBS impact on price -- Trading or transactions by UBS or its affiliates in the underlying equity constituents, listed and/or
over-the-counter options, futures or other instruments with returns linked to the performance of the underlying asset or any
underlying equity constituent may adversely affect the performance of the underlying asset or applicable underlying equity
constituent and, therefore, the market value of, and any amount payable on, the Securities.
¨
Potential conflict of interest -- UBS and its affiliates may engage in business with any underlying constituent issuer, which may
present a conflict between the obligations of UBS and you, as a holder of the Securities. There are also potential conflicts of interest
between you and the calculation agent, which will be an affiliate of UBS. The calculation agent can postpone the determination of
the terms of the Securities on the trade date and the final level on the final valuation date, if a market disruption event occurs and is
continuing on that day. As UBS determines the economic terms of the Securities, including the maximum gain and upside gearing,
and such terms include the underwriting discount, hedging costs, issuance costs and projected profits, the Securities represent a
package of economic terms. There are other potential conflicts of interest insofar as an investor could potentially get better
economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties,
assuming that such instruments were available and the investor had the ability to assemble and enter into such instruments.
¨
Potentially inconsistent research, opinions or recommendations by UBS -- UBS and its affiliates publish research from time to
time on financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice.
Investors should make their own independent investigation of the merits of investing in the Securities and the underlying asset.
¨
The Securities are not bank deposits -- An investment in the Securities carries risks which are very different from the risk profile
of a bank deposit placed with UBS or its affiliates. The Securities have different yield and/or return, liquidity and risk profiles and
would not benefit from any protection provided to deposits.
¨
If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect
of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse
effect on the terms and market value of the Securities and/or the ability of UBS to make payments thereunder -- The Swiss
Financial Market Supervisory Authority ("FINMA") has broad statutory powers to take measures and actions in relation to UBS if (i) it
concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or (ii) UBS fails to fulfill the
applicable capital adequacy requirements (whether on a standalone or consolidated basis) after expiry of a deadline set by FINMA.
If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings
in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA
in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be
imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on
a stand-alone basis or in connection with restructuring or liquidation proceedings. The resolution regime of the Swiss Banking Act is
further detailed in the FINMA Banking Insolvency Ordinance ("BIO-FINMA"). In a restructuring proceeding, FINMA, as resolution
authority, is competent to approve the resolution plan. The resolution plan may, among other things, provide for (a) the transfer of all
or a portion of UBS' assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between
UBS and the holders of Securities) to another entity, (b) a stay (for a maximum of two business days) on the termination of contracts
to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose of collateral
or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the conversion of UBS' debt and/or
other obligations, including its obligations under the Securities, into equity (a "debt-to-equity" swap), and/or (d) the partial or full
write-off of obligations owed by UBS (a "write-off"), including its obligations under the Securities. The BIO-FINMA provides that a
debt-to-equity swap and/or a write-off of debt and other obligations (including the Securities) may only take place after (i) all debt
instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital have been converted into equity or written-off, as
applicable, and (ii) the existing equity of UBS has been fully cancelled. While the BIO-FINMA does not expressly address the order
in which a write-off of debt instruments other than debt instruments qualifying as additional tier 1 capital or tier 2 capital should
occur, it states that debt-to-equity swaps should occur in the following order: first, all subordinated claims not qualifying as
regulatory capital; second, all other claims not excluded by law from a debt-to-equity swap (other than deposits); and third, deposits
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(in excess of the amount privileged by law). However, given the broad discretion granted to FINMA as the resolution authority, any
restructuring plan in respect of UBS could
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