2023 20-F – UBS Group AG – BamSEC

Filing:: 20-F
Filed On:: 03/28/24 7:23 AM EDT

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Exhibits

from 20-F 452 pages 20-F

from 20-F 40 pages Exhibit 1.02 Organization Regulations of UBS Group AG Valid as of 1 March 2024 2 Contents Abbreviations and Definitions 3 Preamble by the Chairman 5 Introduction 1 Board Committees 13 Group Executive Board 14 17 25 Head Group Ia 19 Special Provisions 29 21 32

from 20-F 5 pages UBS Group AG Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 1 Description of the Corporation’s Ordinary Shares the Following Summary of UBS Group AG’s (The “Corporation”) Ordinary Shares (The “Shares”) Is Based on and Qualified by the Corporation’s Articles of Association and the Laws of Switzerland. for a Complete Description of the Terms and Provisions of the Shares Refer to the Corporation’s Articles of Association, Which Are Filed as an Exhibit to This Annual Report on Form 20-F. Throughout This Exhibit, References to “We,” “Our,” and “US” Refer to the Corporation. General at Year-End 2023, UBS Group AG Had 3,462,087,722 Issued the Event of a Share Issue ( Bezugsrechte ) and Advance Subscription Rights in the Event of the Issuance of Equity-Linked Securities ( Vorwegzeichnungsrechte ). at the Corporation’s 2023 Annual General Nominal Value Per Share Has Changed From Chf 0.10 to Usd 0.10. the Shares Are Registered Shares ( Namenaktien ), Are Issued as Uncertificated Securities ( Einfache Wertrechte ) (In the Sense of the Swiss Code of Obligations) And, in the Case of Shares Registered in the Corporation’s Swiss Register, Constitute Intermediated Securities ( Bucheffekten ) (In the Sense of the Swiss Federal Intermediated Securities Act). the Shares Are Listed on the Six Swiss Exchange. They Are Also Listed on the NYSE as Global Registered

from 20-F 54 pages High-Trigger Loss-Absorbing Additional Tier 1 Capital Instrument

from 20-F 54 pages High-Trigger Loss-Absorbing Additional Tier 1 Capital Instrument

from 20-F 5 pages Additional Tier 1 Capital (Basel III-Compliant) Issuer UBS Group AG, or Other Employing Entities of the UBS Group Isin Issue Date 16.02.2024 1 Currency Usd Nominal 2 (Million) Coupon Rate 8.30% / 4.60% 3 Maturity Date Perpetual 4 First Call Date 1 March 2029 5 1 Issuance Date Which Corresponds to Grant Date for Employees. 2 for Information on the Outstanding Amount, Refer to the Table “Capital Deferred Contingent Capital Plan 2023/24 (Dccp) the Dccp Are Made by UBS at UBS Dccp Eu/Uk (Mrt) 1 Uk (Smf) 2

from 20-F 57 pages High-Trigger Loss-Absorbing Additional Tier 1 Capital Instrument

from 20-F 48 pages High-Trigger Loss-Absorbing Additional Tier 1 Capital Instrument

from 20-F 18 pages Merger Agreement Dated 7 December 2023 / Fusionsvertrag Vom 7. Dezember 2023

from 20-F 19 pages Prevails. Die Englische Version Dieses Fusionsvertrags Geht Vor. Merger Agreement / Fusionsvertrag

from 20-F 3 pages Management certification

from 20-F 3 pages Management certification

from 20-F 2 pages Additional exhibits

from 20-F 7 pages

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