Obligation UBG 0% ( XS2185983231 ) en USD

Société émettrice UBG
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Pays  Suisse
Code ISIN  XS2185983231 ( en USD )
Coupon 0%
Echéance 09/06/2025



Prospectus brochure de l'obligation UBS XS2185983231 en USD 0%, échéance 09/06/2025


Montant Minimal 1 USD
Montant de l'émission 5 000 000 USD
Description détaillée UBS est une banque suisse multinationale offrant une large gamme de services financiers, notamment la gestion de fortune, la banque d'investissement et la gestion d'actifs, à une clientèle privée et institutionnelle mondiale.

L'Obligation émise par UBG ( Suisse ) , en USD, avec le code ISIN XS2185983231, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/06/2025







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



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









Dated 14 June 2024
______________________________________________________________________________

UBS AG
(incorporated with limited liability in Switzerland)
Euro Note Programme
______________________________________________________________________________
Arranger
UBS INVESTMENT BANK









Under this Euro Note Programme (the "Programme"), UBS AG (the "Issuer") (acting through its head
offices in Basel and Zurich ("UBS Head Office") or its London branch ("UBS AG London Branch"),
Jersey branch ("UBS AG Jersey Branch"), Australian branch ("UBS AG Australia Branch"), Hong Kong
branch ("UBS AG Hong Kong Branch"), or any of its other branches outside Switzerland as it may from
time to time determine (each a "Branch")) may from time to time issue notes (the "Notes") denominated
in any currency agreed between the Issuer and the relevant Dealer (as defined below). The Issuer together
with its subsidiaries is referred to herein as the "UBS AG Group"; and UBS Group AG (which is the
holding company of the Issuer) and its subsidiaries (including the Issuer and its subsidiaries) is referred to
herein as "UBS", the "UBS Group" or the "Group".
This base prospectus (the "Base Prospectus") has been approved by the Central Bank of Ireland, as
competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as a base
prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with
regard to the Notes issued under the Programme described in this Base Prospectus during the period of 12
months after the date hereof. The Central Bank of Ireland has only approved this Base Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such an approval should not be considered as an endorsement of the Issuer nor as an
endorsement of the quality of the Notes that are the subject of the Base Prospectus. Investors should make
their own assessment as to the suitability of investing in the Notes. Such approval relates only to Notes
issued under the Programme within 12 months after the date hereof and which are to be admitted to trading
on the regulated market (the "Regulated Market") of the Irish Stock Exchange plc trading as Euronext
Dublin ("Euronext Dublin") or other regulated markets for the purposes of Directive 2014/65/EU of the
European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II") or
which are to be offered to the public in any member state of the European Economic Area (the "EEA").
There can be no assurance that any such admission to trading will be obtained. Application has been made
to Euronext Dublin for Notes issued under the Programme during the 12 months from the date of this Base
Prospectus to be admitted to the official list and trading on the Regulated Market.
Application will be made to list the Notes issued under the Programme on the official list of the
Luxembourg Stock Exchange and for Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange (Bourse de Luxembourg). The Central Bank of Ireland has been requested to
provide the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF") (in its capacity as
Luxembourg's competent authority for the purposes of the Prospectus Regulation) with a certificate of
approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.
Application has been made to Euronext Dublin for the approval of this document as Base Listing Particulars
(the "Base Listing Particulars"). Application has been made to Euronext Dublin for Notes issued under
the Programme during the 12 months from the date of this Base Listing Particulars to be admitted to the
official list and to trading on the global exchange market (the "Global Exchange Market") which is the
exchange regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for
the purposes of MiFID II.
In addition, application will be made to list the Notes issued under the Programme on the Luxembourg
Stock Exchange's Euro MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a
"regulated market" for the purposes of MiFID II.
For each issue of Notes under the Programme which will require a prospectus under the Prospectus
Regulation, final terms which contain the information required to complete this Base Prospectus for the
relevant issue (each a "Final Terms"), or a separate prospectus specific to such issue of Notes (each a
"Drawdown Prospectus"), will be prepared.
For each issue of Notes which will not require a prospectus under the Prospectus Regulation, the relevant
pricing supplement specific to such issue of Notes will be prepared using one of the two forms contained
in this Base Prospectus/Base Listing Particulars (see "Pro Forma Pricing Supplement" and "Pro Forma
Alternative Pricing Supplement" below), as elected by the Issuer (each a "Pricing Supplement"). In the
case of a Tranche of Notes which is the subject of a Drawdown Prospectus or a Pricing Supplement, each
reference herein to information being specified or identified in the relevant Final Terms shall be read and
construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus or Pricing Supplement, unless the context requires otherwise.

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The Issuer has confirmed to the dealers (the "Dealers") named under "Selling Restrictions" that this Base
Prospectus/Base Listing Particulars contains all necessary information with regard to it and its subsidiaries
which is (in the context of the Programme or the issue, offering and sale of the Notes) material to an investor
for making an informed assessment of the assets and liabilities, profits and losses, financial position and
prospects of itself and its subsidiaries of the rights attached to such Notes and the reasons for the issuance
of such Notes and the impact of such issuance on itself, as required by the Prospectus Regulation.
The Issuer has also confirmed to the Dealers that such information is true and accurate in all material
respects and not misleading; (ii) there are no other facts in relation to the information contained or
incorporated by reference in this Base Prospectus/Base Listing Particulars the omission of which would, in
the context of the issue of the Notes, make any statement in this Base Prospectus/Base Listing Particulars
(as applicable) misleading in any material respect; and (iii) all reasonable enquiries have been made to
verify the foregoing.
The Issuer confirms that any information from third party sources has been accurately reproduced and that,
so far as it is aware and is able to ascertain from information published by such third-party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
The Issuer accepts responsibility for the information contained in this Base Prospectus/Base Listing
Particulars. To the best of the knowledge of the Issuer the information contained in this Base
Prospectus/Base Listing Particulars is in accordance with the facts and does not omit anything likely to
affect the import of such information.
UBS AG is both acting as the Issuer and acting as Dealer (through UBS AG and UBS AG London
Branch) under the Programme. UBS Europe SE and UBS Securities LLC are wholly-owned
subsidiaries of UBS AG and are acting as Dealers under the Programme. Consequently, UBS AG as
the Issuer is a "related issuer" of UBS AG, UBS AG London Branch, UBS Europe SE and UBS
Securities LLC within the meaning of the Canadian National Instrument 33-105 Underwriting
Conflicts in connection with a distribution of the Notes in which such entity is acting as a Dealer. The
determination of the terms of the distribution will be negotiated between the Issuer and the relevant Dealers
at the time of an issuance of Notes under the Programme.
UBS AG Australia Branch is regulated as a foreign authorised deposit-taking institution ("Foreign ADI")
for the purposes of the Banking Act of Australia 1959 ("Australian Banking Act"). The depositor
protection provisions of Division 2 of Part II of the Australian Banking Act do not apply to the Issuer
(including UBS AG Australia Branch). The Notes are neither "protected accounts" nor "deposit liabilities"
within the meaning of the Australian Banking Act. However, under section 11F of the Australian Banking
Act, if the Issuer (whether in or outside Australia) suspends payment or becomes unable to meet its
obligations, the assets of the Issuer in Australia are to be available to meet its liabilities in Australia
(including where those liabilities are in respect of the Notes) in priority to all other liabilities of the Issuer.
Further, under section 86 of the Reserve Bank Act 1959 of Australia, debts due by the Issuer to the Reserve
Bank of Australia shall in a winding-up of the Issuer have priority over all other debts of the Issuer.
On 5 March 2018, the Financial Sector Legislation Amendment (Crisis Resolution Powers and Other
Measures) Act 2018 of Australia (the "Crisis Management Act") came into effect. The Crisis Management
Act amends the Australian Banking Act (among other statutes applicable to financial institutions in
Australia) and is intended to enhance the powers of the Australian Prudential Regulation Authority
("APRA"). Specifically, the Crisis Management Act enhances APRA's powers to facilitate the orderly
resolution of the entities it regulates, including Foreign ADIs, in times of distress.
Under the Australian Banking Act as amended by the Crisis Management Act, APRA may appoint a
Banking Act statutory manager (as defined in the Australian Banking Act) to a Foreign ADI (of which UBS
AG Australia Branch is one) in certain circumstances, including where APRA considers that the Foreign
ADI may become unable to meet its obligations or may suspend payment and where certain steps have been
taken to appoint an external administrator (or similar) in respect of the Foreign ADI in a foreign country.
APRA's powers to appoint a Banking Act statutory manager do not apply to the business of a Foreign ADI
(other than the Australian business assets and liabilities) or the management of the Foreign ADI to the
extent that the management relates to such business of the foreign ADI.
WARNING: The contents of this Base Prospectus/Base Listing Particulars have not been reviewed
by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to

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any offer of Notes. If an investor is in any doubt about any of the contents of this Base Prospectus/Base
Listing Particulars, the investor should obtain independent professional advice.
BENCHMARK REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the relevant
Final Terms will indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the
Benchmark Regulation. Transitional provisions in the Benchmark Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators and
benchmarks at the date of the Final Terms. The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not
intend to update the relevant Final Terms to reflect any change in the registration status of the administrator.
UNAUTHORISED INFORMATION
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus/Base Listing Particulars or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus/Base Listing Particulars or
any responsibility for the acts or omissions of the Issuer or any other person (other than the relevant Dealer)
in connection with the issue and offering of the Notes. Neither the delivery of this Base Prospectus/Base
Listing Particulars or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus/Base Listing
Particulars is true subsequent to the date hereof or the date upon which this Base Prospectus/Base Listing
Particulars has been most recently amended or supplemented or that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the prospects or financial or trading position
of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus/Base Listing
Particulars has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Neither this Base Prospectus/Base Listing Particulars nor any other information supplied in connection with
the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or constituting an invitation or offer by the Issuer or any of the
Dealers, that any recipient of this Base Prospectus/Base Listing Particulars or any other information
supplied in connection with the Programme or any Notes, should subscribe for or purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus/Base Listing Particulars nor any other information supplied in connection with the Programme
or the issue of any Notes constitutes an offer by or on behalf of the Issuer or any of the Dealers to any
person to subscribe for or to purchase any Notes.
RESTRICTIONS ON DISTRIBUTION
The distribution of this Base Prospectus/Base Listing Particulars and any Final Terms and the offer, sale
and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Base Prospectus/Base Listing Particulars comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution of this Base Prospectus/Base Listing Particulars or any
Final Terms and other offering material relating to the Notes, see "Selling Restrictions" and the relevant
Final Terms. Neither this Base Prospectus/Base Listing Particulars nor any Final Terms may be used for

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the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
This Base Prospectus/Base Listing Particulars has not been, nor will be, lodged with the Australian
Securities and Investments Commission and is not a 'prospectus' or other 'disclosure document' for the
purposes of the Corporations Act 2001 of Australia (the "Corporations Act").
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction
of the United States, and may include Notes in bearer or uncertificated form that are subject to United States
tax law requirements. Accordingly, Notes may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
The Notes are being offered and sold (A) if so specified in the applicable Pricing Supplement, in registered
form in the United States to "qualified institutional buyers" ("QIBs") only (as defined in Rule 144A under
the Securities Act ("Rule 144A")) in reliance on Rule 144A and/or (B) in registered, bearer or uncertificated
form outside the United States to non-U.S. persons only (as defined in Regulation S under the Securities
Act ("Regulation S")) in reliance on Regulation S, provided that Notes eligible for sale in the United
States to QIBs and to persons that are not U.S. persons in reliance on Regulation S will be in registered
form and will initially be represented by a single unified global note (a "Unified Global Note"). Prospective
purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. See "Selling Restrictions".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OF THE NOTES OR THE ACCURACY OR
ADEQUACY OF THIS BASE PROSPECTUS/BASE LISTING PARTICULARS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
For as long as any of the Registered Notes (as defined below) remain outstanding and are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer has agreed that it will,
during any period in which it is neither subject to the reporting requirements of Section 13 or 15(d) of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, furnish, upon request, to any person in whose name such
restricted securities are registered, to any owner of a beneficial interest in such restricted securities, and to
any prospective purchaser of such restricted securities or beneficial interest therein designated by any such
person or beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
IMPORTANT ­ EEA RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition on sales to EEA
retail investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

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IMPORTANT ­ UK RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition on sales to UK
retail investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as
it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise none of
UBS AG London Branch (the "Arranger"), the Dealers or any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
The Final Terms, or elsewhere as deemed appropriate, in respect of any Notes may include a legend entitled
"MiFID II product governance", which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
PRODUCT GOVERNANCE UNDER UK MIFIR / TARGET MARKET
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the UK Financial Conduct Authority (the "FCA") Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise none of the
Arranger, the Dealers or any of their respective affiliates will be a manufacturer for the purpose of the UK
MIFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance",
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject
to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE
The relevant Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Notes pursuant to
section 309B(1) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as modified
or amended from time to time, the "SFA"). The Issuer will make a determination and provide the
appropriate written notification to "relevant persons" in relation to each issue about the classification of the
Notes being offered for the purposes of section 309B(1)(a) and section 309B(1)(c) of the SFA.

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IMPORTANT ­ NOTES ARE NOT BANK DEPOSITS
The Notes are not bank deposits: An investment in the Notes carries risks which are very different from the
risk profile of a bank deposit placed with UBS or its affiliates. The Notes may have different yield, liquidity
and risk profiles and would not benefit from any protection provided to deposits.
SUITABILITY OF INVESTMENT
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference in this Base Prospectus/Base Listing Particulars or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the currency in which such investor's financial
activities are principally denominated;
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks; and
(v)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets. For example:
·
a potential investor should not invest in Notes which are complex financial instruments
unless it has the expertise (either alone or with the assistance of a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of such Notes and the impact this investment will have on the potential investor's
overall investment portfolio;
·
an investment in Notes bearing a fixed rate of interest involves the risk that, if market
interest rates subsequently increase above the relevant rate paid on the Fixed Rate Notes,
this will adversely affect the value of such Notes;
·
the market values of securities issued at a substantial discount or premium to their nominal
amount tend to fluctuate more in relation to general changes in interest rates than do prices
for conventional interest-bearing securities; and
·
if the interest or redemption amount of a Tranche of Notes is linked to an index, formula
or other variable (each a "Relevant Factor") or may be paid in one or more currencies
which may be different from the currency in which the Notes are denominated, potential
investors in such Notes should be aware of the following and that there is a risk that any
investor may lose the value of their entire investment or part of it:
(i)
the market price of such Notes may be volatile;
(ii)
they may receive no interest;
(iii)
payment of principal or interest may occur at a different time or in a different
currency than expected;
(iv)
the amount of principal payable at redemption may be less than the nominal
amount of such Notes or even zero;

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(v)
a Relevant Factor may be subject to significant fluctuations that may not correlate
with changes in interest rates, currencies or other indices;
(vi)
if a Relevant Factor is applied to Notes in conjunction with a multiplier greater
than one or contains some other leverage factor, the effect of changes in the
Relevant Factor on principal or interest payable is likely to be magnified; and
(vii)
the timing of changes in a Relevant Factor may affect the actual yield to investors,
even if the average level is consistent with their expectations. In general, the
earlier the change in the Relevant Factor, the greater the effect on yield.
NOTES ISSUED AS GREEN BONDS
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as Green Bonds (as defined below in "Use of Proceeds") or makes any representation
or warranty or assurance whether such Notes will meet any investor expectations or requirements regarding
such "green", "sustainable", "social" or similar labels (including in relation to Regulation (EU) 2020/852
on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy Regulation")
and any related technical screening criteria, Regulation (EU) 2023/2631 on European Green Bonds and
optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds
(the "EU Green Bond Regulation"), Regulation (EU) 2019/2088 on sustainability-related disclosures in
the financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar
legislation in the United Kingdom) or any requirements of such labels as they may evolve from time to
time. None of the Dealers is responsible for the use or allocation of proceeds for any Notes issued as Green
Bonds, nor the impact or monitoring of such use of proceeds nor do any of the Dealers undertake to ensure
that there are at any time sufficient Eligible Assets (as defined below) to allow for allocation of a sum equal
to the net proceeds of the issue of such Green Bonds in full.
In addition, none of the Dealers is responsible for the assessment of the UBS Green Funding Framework
(as defined below in "Use of Proceeds") including the assessment of the applicable eligibility criteria in
relation to Green Bonds set out in therein.
UBS has appointed Sustainalytics as an independent assurance provider to provide a second party opinion
on the UBS Green Funding Framework (the "Second Party Opinion"). The Second Party Opinion provides
an opinion on certain environmental and related considerations and is not intended to address any credit,
market or other aspects of an investment in any Notes, including without limitation market price,
marketability, investor preference or suitability of any security. The Second Party Opinion is a statement
of opinion, not a statement of fact. No representation or assurance is given by the Dealers as to the suitability
or reliability of the Second Party Opinion or any opinion or certification of any third party made available
in connection with an issue of Notes issued as Green Bonds. As at the date of this Base Prospectus/Base
Listing Particulars, the providers of such opinions and certifications are not subject to any specific
regulatory or other regime or oversight. The Second Party Opinion and any other such opinion or
certification is not, nor should be deemed to be, a recommendation by the Dealers, or any other person to
buy, sell or hold any Notes and is current only as of the date it is issued. The criteria and/or considerations
that formed the basis of the Second Party Opinion or any such other opinion or certification may change at
any time and the Second Party Opinion may be amended, updated, supplemented, replaced and/or
withdrawn. Prospective investors must determine for themselves the relevance of any such opinion or
certification and/or the information contained therein. The UBS Green Funding Framework may also be
subject to review and change and may be amended, updated, supplemented, replaced and/or withdrawn
from time to time and any subsequent version(s) may differ from any description given in this Base
Prospectus/Base Listing Particulars. The UBS Green Funding Framework, the Second Party Opinion and
any other such opinion or certification does not form part of, nor is incorporated by reference in, this Base
Prospectus/Base Listing Particulars.
In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers that such listing or admission will be obtained or
maintained for the lifetime of the Notes.

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Document Outline