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exhibit420p1i0
High-trigger loss-absorbing additional tier 1 capital
 
instrument
Exhibit 4.20
Issuer
UBS Group AG
ISIN
CH1357852636
 
Issue Date
24.06.2024
Currency
SGD
Nominal (million)
675
1
Interest Rate
5.600%
2
 
Maturity Date
perpetual
First Call Date
21.12.2029
1
 
SGD 175,000,000 5.600 per cent. Tier 1 Capital Notes issued on 10 July
 
2024 (currently ISIN
CH1357852701) will be consolidated and form a single series
 
with SGD 500,000,000 5.600 per cent. Tier 1
Capital Notes issued on 24 June 2024 (ISIN CH1357852636);
 
currently expected on 19 August 2024.
2
 
Rate subject to change after first call date.
Documentation included in this PDF file:
Annex A
Terms
 
and conditions of the SGD 500,000,000 5.600 per
cent. Tier 1 Capital Notes issued by the Issuer on 24 June
2024.
Annex B
Terms
 
and conditions of the SGD 175,000,000 5.600 per
cent. Tier 1 Capital Notes issued by the Issuer on 10 July
2024.
Annex A
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1
TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Tier 1 Capital Notes issued by UBS Group
 
AG are as follows:
1.
DEFINITIONS
"
5-Year
 
SORA OIS
 
Rate
" means
 
the offered
 
rate for
 
the semi-annual
 
fixed leg
 
of a
 
Singapore
Overnight Rate Average
 
Overnight Indexed Swap for a term of five years.
"
Acquiror
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Additional
 
Amounts
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause (b)
 
of
 
Condition 10
(
Taxation
).
"
Additional
 
Tier
 
1
 
Capital
"
 
means,
 
at
 
any
 
time,
 
any
 
item
 
that
 
qualifies
 
as
 
additional
 
tier 1
capital (
zusätzliches Kernkapital
) under National Regulations at such time.
"
Adjustment
 
Spread
"
 
means,
 
with
 
respect
 
to
 
any
 
Alternative
 
Benchmark
 
Rate
 
determined
 
in
accordance
 
with
 
the
 
provisions
 
of
 
clause (c)
 
of
 
Condition 5
 
(
Interest
),
 
a
 
spread
 
(which
 
may
 
be
positive
 
or
 
negative),
 
or
 
a formula
 
or methodology
 
for
 
calculating
 
such
 
a
 
spread,
 
applied to
 
such
Alternative Benchmark
 
Rate in order
 
to reduce or
 
eliminate, to the
 
extent reasonably practicable
 
in
the circumstances,
 
any
 
economic prejudice
 
or benefit
 
(as applicable)
 
to Holders
 
as a
 
result
 
of the
replacement of the Existing Benchmark Rate with such Alternative Benchmark
 
Rate.
"
Affected
 
Reset
 
Interest
 
Period
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Agency Agreement
" means the Agency Agreement dated as
 
of the Issue Date, among the Issuer,
the Principal
 
Paying Agent,
 
the Calculation
 
Agent and
 
the other
 
agents from
 
time to
 
time party
thereto, as amended, supplemented or otherwise modified from time to
 
time.
"
Agents
" means the
 
Principal Paying Agent,
 
any other Paying
 
Agent, the Calculation
 
Agent, any
other agent from
 
time to time
 
appointed pursuant
 
to the terms
 
of the Agency
 
Agreement, and the
Settlement Agent.
"
Alternative
 
Benchmark
 
Rate
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Alternative
 
Loss
 
Absorption
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to such
 
term in
 
Condition 7(e)
(
Trigger Event and Viability
 
Event – Alternative loss absorption
).
"
Alternative
 
Reference
 
Rate Page
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (v)(A)
of Condition 5(c) (
Interest – Benchmark replacement
).
"
Alternative
 
Relevant
 
Time
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (v)(A)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Approved
 
Entity
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Auditor
"
 
means
 
the
 
accounting
 
firm
 
(i) appointed
 
by
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Group
Holding
 
Company
 
or
 
the
 
shareholders
 
of
 
the
 
Group
 
Holding
 
Company,
 
as
 
the
 
case
 
may
 
be,
 
to
provide,
 
among
 
other
 
things,
 
audit
 
and/or
 
review
 
opinions
 
on
 
the
 
Group
 
Holding
 
Company's
financial
 
statements,
 
and
 
(ii) approved
 
by
 
FINMA
 
in
 
accordance
 
with
 
the
 
Financial
 
Market
Supervisory
 
Act
 
(
Finanzmarktaufsichtsgesetz
)
 
of
 
22 June
 
2007,
 
as
 
amended
 
and
 
as
 
may
 
be
further amended from time to time.
"
Authorised Signatories
" means any two authorised officers of the Issuer signing jointly.
"
Balance
 
Sheet
 
Date
" means
 
(i) with respect
 
to any
 
Ordinary Publication
 
Date, the
 
cut-off date
for
 
the
 
measurement
 
of
 
the
 
CET1 Ratio
 
in
 
the
 
Quarterly
 
Financial
 
Accounts
 
published
 
on such
Ordinary
 
Publication
 
Date,
 
and
 
(ii) with
 
respect
 
to any
 
Extraordinary
 
Publication
 
Date, the
 
cut-
off
 
date
 
for
 
the
 
Reviewed
 
Interim
 
Measurement
 
published
 
upon
 
the
 
instruction
 
of
 
FINMA
 
on
such Extraordinary Publication Date.
2
"
Bankruptcy
 
Event
"
 
means
 
any
 
of
 
the
 
following
 
events
 
with
 
respect
 
to
 
the
 
Issuer:
 
(i) the
adjudication of
 
bankruptcy (
Konkurseröffnung
) pursuant
 
to articles 171,
 
189, 190,
 
191 or
 
192 of
the
 
DEBA,
 
(ii) the
 
opening
 
of
 
restructuring
 
proceedings
 
(
Sanierungsverfahren
)
 
pursuant
 
to
articles 28 to
 
32 of
 
the Swiss
 
Banking Act
 
or pursuant
 
to any
 
successor or
 
analogous Swiss
 
law
or regulation
 
applicable to
 
bank holding
 
companies in
 
Switzerland such
 
as UBS Group
 
AG (any
such
 
proceedings,
 
"
Restructuring
 
Proceedings
"),
 
and/or
 
(iii) the
 
ordering
 
of
 
liquidation
proceedings (
Liquidation
) pursuant to
 
articles 33 to
 
37g of
 
the Swiss Banking
 
Act or pursuant
 
to
any
 
successor
 
or
 
analogous
 
Swiss
 
law
 
or
 
regulation
 
applicable
 
to
 
bank
 
holding
 
companies
 
in
Switzerland
 
such
 
as
 
UBS
 
Group
 
AG;
provided
,
 
however
,
 
that
none
 
of
 
the
 
following
 
will
constitute
 
a
 
Bankruptcy
 
Event:
 
(x) mere
 
debt
 
collection
 
proceedings
 
(
Betreibungsverfahren
)
pursuant
 
to
 
article 38
et
 
seq.
 
of
 
the
 
DEBA,
 
(y) proceedings
 
in
 
connection
 
with
 
a
 
freezing
 
order
(
Arrestverfahren
)
 
pursuant
 
to
 
article 271
et
 
seq.
 
of
 
the
 
DEBA,
 
and/or
 
(z) the
 
ordering
 
of
protective
 
measures
 
(
Schutzmassnahmen
)
 
pursuant
 
to
 
article 26
 
of
 
the
 
Swiss
 
Banking
 
Act
 
or
pursuant
 
to
 
any
 
successor
 
or
 
analogous
 
Swiss
 
law
 
or
 
regulation
 
applicable
 
to
 
bank
 
holding
companies in Switzerland
 
such as UBS Group
 
AG (any such measures,
 
"
Protective Measures
"),
including,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (x),
 
(y)
 
and
 
(z),
 
any
 
steps
 
(other
 
than
 
any
 
steps
described in clauses (i) through (iii) of this definition) taken under or in connection
 
therewith.
"
BIS
 
Regulations
"
 
means,
 
at
 
any
 
time,
 
the
 
capital
 
adequacy
 
standards
 
and
 
guidelines
promulgated
 
by
 
the
 
Basel
 
Committee
 
on
 
Banking
 
Supervision,
 
as
 
implemented
 
by
 
FINMA
 
in
Switzerland at such time.
"
BIS Risk
 
Weighted
 
Assets
" means, as
 
of any Balance Sheet
 
Date, the aggregate
 
amount, in the
Presentation
 
Currency,
 
of
 
risk-weighted
 
assets
 
of
 
the
 
Group
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
as
determined
 
by
 
the
 
Group
 
Holding
 
Company
 
pursuant
 
to
 
the
 
BIS
 
Regulations
 
applicable
 
to
 
the
Group
 
Holding
 
Company
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
and
 
as
 
(i) disclosed
 
in
 
the
 
Quarterly
Financial Accounts
 
published on
 
the relevant
 
Ordinary Publication
 
Date or
 
(ii) may be
 
disclosed
as a component
 
of the Reviewed Interim
 
Measurement published upon
 
the instruction of FINMA
on
 
the
 
relevant
 
Extraordinary
 
Publication
 
Date,
 
as
 
applicable.
 
For
 
the
 
avoidance
 
of
 
doubt,
 
the
term "
risk-weighted
 
assets
" as
 
used in
 
this definition
 
has the
 
meaning assigned
 
to such
 
term in
the BIS Regulations in effect as of the relevant Balance Sheet Date.
"
Business
 
Day
"
 
means
 
a
 
day
 
(other
 
than
 
a
 
Saturday
 
or
 
a Sunday)
 
on which
 
commercial
 
banks
and
 
foreign
 
exchange
 
markets
 
settle
 
payments
 
and
 
are
 
open
 
for
 
general
 
business
 
(including,
without limitation,
 
dealing in foreign
 
exchange and foreign
 
currency deposits)
 
in (i) for
 
purposes
of
 
the
 
definitions
 
of the
 
terms "Extraordinary
 
Publication
 
Date",
 
"Higher-Trigger
 
Amount"
 
and
"Ordinary Publication Date", Zurich, and (ii) otherwise, Singapore
 
and Zurich.
"
Calculation
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
calculation
 
agent
 
for
 
the
 
Notes,
 
and
includes any
 
successor calculation
 
agent for the
 
Notes appointed in
 
accordance with
 
the terms of
the Agency Agreement.
"
Calculation Amount
" means SGD 250,000.
"
Capital
 
Adequacy
 
Ordinance
" means
 
the Swiss
 
Ordinance
 
concerning Capital
 
Adequacy and
Risk Diversification
 
for Banks
 
and Securities
 
Firms of
 
1 June 2012,
 
as amended
 
and as
 
may be
further amended from time to time, or any successor Swiss law or regulation
 
.
"
Cash Distribution
" means any
 
dividend or distribution
 
in respect of the
 
Ordinary Shares that
 
is
to
 
be
 
paid
 
or
 
made
 
to
 
Shareholders
 
as
 
a
 
class
 
in
 
cash
 
(in
 
whatever
 
currency)
 
and
 
however
described
 
and
 
whether
 
payable
 
out
 
of
 
share
 
premium
 
account,
 
profits,
 
retained
 
earnings
 
or
 
any
other
 
capital
 
or
 
revenue
 
reserve
 
or
 
account,
 
and
 
including
 
any
 
cash
 
distribution
 
or
 
payment
 
to
Shareholders
 
upon or
 
in connection
 
with a
 
reduction of
 
capital. For
 
the avoidance
 
of doubt,
 
the
term
 
"Cash
 
Distribution"
 
does
 
not
 
include
 
consideration
 
paid
 
or
 
any
 
other
 
payments
 
made
 
by
UBS Group
 
AG or
 
any of
 
its affiliates
 
in connection
 
with the
 
repurchase of
 
Ordinary Shares
 
in
connection with any share buyback programme.
3
"
CET1 Capital
" means, as of
 
any Balance Sheet
 
Date, the aggregate
 
amount, in the Presentation
Currency,
 
of items
 
that constitute
 
common equity
 
tier 1 capital
 
of the
 
Group as
 
of such
 
Balance
Sheet Date,
 
less any
 
deductions from
 
common equity
 
tier 1 capital
 
required to
 
be made,
 
in each
case as
 
determined
 
by the
 
Group Holding
 
Company pursuant
 
to the
 
BIS Regulations
 
applicable
to
 
the
 
Group
 
Holding
 
Company
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
and
 
as
 
(i) disclosed
 
in
 
the
Quarterly Financial
 
Accounts published
 
on the relevant
 
Ordinary Publication
 
Date or (ii) may
 
be
disclosed as
 
a component
 
of the
 
Reviewed Interim
 
Measurement published
 
upon the
 
instruction
of
 
FINMA
 
on
 
the
 
relevant
 
Extraordinary
 
Publication
 
Date,
 
as
 
applicable.
 
For
 
the
 
avoidance
 
of
doubt,
 
the
 
term
 
"
common
 
equity
 
tier
1
 
capital
"
 
as
 
used
 
in
 
this
 
definition
 
has
 
the
 
meaning
assigned to such term in the BIS Regulations in effect as of
 
the relevant Balance Sheet Date.
"
CET1 Ratio
" means, as
 
of any
 
Balance Sheet Date,
 
the CET1 Capital as
 
of such Balance
 
Sheet
Date,
 
divided
 
by
 
the
 
BIS Risk
 
Weighted
 
Assets
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
expressed
 
as a
percentage,
 
such
 
ratio
 
(or
 
the
 
components
 
thereof)
 
as
 
determined
 
by
 
the
 
Group
 
Holding
Company,
 
and
 
(i) as
 
disclosed
 
in
 
the
 
Quarterly
 
Financial
 
Accounts
 
published
 
on
 
the
 
relevant
Ordinary
 
Publication
 
Date
 
or
 
(ii) constituting
 
(or
 
as
 
disclosed
 
in)
 
the
 
Reviewed
 
Interim
Measurement
 
published
 
upon
 
the
 
instruction
 
of
 
FINMA
 
on
 
the
 
relevant
 
Extraordinary
Publication Date, as applicable.
"Compliant
 
Securities"
means
 
securities
 
issued
 
by
 
UBS
 
Group
 
AG
 
or
 
any
 
of
 
its
 
subsidiaries
that
 
have
 
economic
 
terms
 
not
 
materially
 
less
 
favourable
 
to
 
a
 
Holder
 
than
 
these
 
Terms
 
and
Conditions (as reasonably determined by the Issuer), provided that:
(a)
such securities (i) include terms that
 
provide for the same interest
 
rate and principal from
time to
 
time applying
 
to the
 
Notes, (ii) rank
 
pari passu
 
with the
 
Notes and
 
(iii) preserve
any existing rights
 
under these Terms
 
and Conditions to
 
any accrued and
 
unpaid interest
that has not been satisfied;
(b)
where such securities
 
are issued by
 
a subsidiary of
 
UBS Group AG, UBS
 
Group AG has
irrevocably
 
and
 
unconditionally
 
guaranteed
 
to
 
the
 
holders
 
of
 
such
 
securities,
 
on
 
a
subordinated
 
basis
 
corresponding
mutatis
 
mutandis
to
 
Condition 4
 
(
Status
 
and
Subordination
), the
 
due
 
and
 
punctual
 
payment
 
of all
 
amounts due
 
and
 
payable
 
by such
subsidiary
 
under,
 
or
 
in
 
respect
 
of,
 
such
 
securities
 
pursuant
 
to
 
article 111
 
of
 
the
 
Swiss
Code;
(c)
where the
 
Notes that
 
have been
 
substituted or
 
amended were
 
listed immediately
 
prior to
their substitution or amendment,
 
such securities are listed on
 
(i) the SIX Swiss Exchange
or (ii) such other internationally recognised stock exchange selected by
 
the Issuer; and
(d)
where
 
the
 
Notes
 
that
 
have
 
been
 
substituted
 
or
 
amended
 
were
 
rated
 
by
 
a
 
rating
 
agency
immediately
 
prior
 
to
 
such
 
substitution
 
or
 
amendment,
 
each
 
such
 
rating
 
agency
 
has
ascribed,
 
or announced
 
its intention
 
to ascribe
 
and publish,
 
an equal
 
or higher
 
rating to
such securities.
"
Conversion
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
Condition 8(a)
 
(
Conversion
 
–
 
Conversion
 
upon
 
a
Trigger
 
Event
 
or
 
a
 
Viability
 
Event
),
 
and
 
"
convert
"
 
and
 
"
converted
"
 
shall
 
be
 
construed
accordingly.
"
Conversion
 
Capital
"
 
means
 
conversion
 
capital
 
(
Wandlungskapital
)
 
within
 
the
 
meaning
 
of
 
the
Swiss Banking Act.
"
Conversion
 
Date
" means,
 
with respect
 
to any
 
Conversion, the
 
Trigger
 
Event Conversion
 
Date
or the Viability Event Conversion
 
Date, as applicable.
"
Conversion
 
Price
"
 
means
 
SGD 37.77,
 
subject
 
to
 
any
 
adjustment
 
in
 
accordance
 
with
Condition 8(d) (
Conversion
– Anti-dilution adjustment of the Conversion Price
).
"
Current
 
Issuer"
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause (a)
 
of
 
Condition 15
 
(Issuer
Substitution).
"Current Market
 
Price"
 
means, in respect of an Ordinary Share at a particular
 
date, the average
of
 
the
 
daily
 
Volume
 
Weighted
 
Average
 
Price
 
of
 
an
 
Ordinary
 
Share
 
on
 
each
 
of
 
the
 
five
consecutive dealing
 
days (or,
 
for the
 
purposes of
 
subclause (i)(D) of
 
Condition 8(d) (Conversion
– Anti-dilution
 
adjustment of
 
the Conversion
 
Price), 10 consecutive
 
dealing days)
 
ending on
 
the
dealing day immediately preceding such date (such period, the "
Reference Period
"),
4
provided
 
that,
 
if
 
at
 
any
 
time
 
during
 
the
 
Reference
 
Period
 
the
 
Volume
 
Weighted
 
Average
 
Price
shall have been
 
based on a price
 
ex-dividend (or ex-any
 
other entitlement) and
 
during some other
part
 
of
 
the
 
Reference
 
Period
 
the
 
Volume
 
Weighted
 
Average
 
Price
 
shall
 
have
 
been
 
based
 
on
 
a
price cum-dividend (or cum- any other entitlement), then:
(a)
if
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
do
 
not
 
rank
 
for
 
the
 
dividend
 
(or
entitlement) in
 
question, the
 
Volume
 
Weighted
 
Average
 
Price on the
 
dates on which
 
the
Ordinary
 
Shares
 
were
 
based
 
on
 
a
 
price
 
cum-dividend
 
(or
 
cum-
 
any
 
other
 
entitlement)
shall, for the
 
purposes of this
 
definition, be deemed
 
to be the
 
amount thereof
 
reduced by
an
 
amount
 
equal
 
to
 
the
 
Fair
 
Market
 
Value
 
of
 
any
 
such
 
dividend
 
or
 
entitlement
 
per
Ordinary
 
Share as
 
at the
 
date of
 
first public
 
announcement relating
 
to such
 
dividend
 
or
entitlement,
 
in
 
any
 
such
 
case,
 
determined
 
on
 
a
 
gross
 
basis
 
and
 
disregarding
 
any
withholding or
 
deduction required
 
to be made
 
for or on
 
account of tax,
 
and disregarding
any associated tax credit; or
(b)
if
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
do
 
rank
 
for
 
the
 
dividend
 
(or
entitlement) in
 
question, the Volume
 
Weighted
 
Average
 
Price on the
 
dates on which
 
the
Ordinary Shares
 
were based
 
on a
 
price ex-dividend
 
(or ex-
 
any other
 
entitlement) shall,
for the
 
purposes of
 
this definition,
 
be deemed
 
to be
 
the amount
 
thereof increased
 
by an
amount equal to
 
the Fair Market Value
 
of any such dividend
 
or entitlement per
 
Ordinary
Share
 
as
 
at
 
the
 
date
 
of
 
first
 
public
 
announcement
 
relating
 
to
 
such
 
dividend
 
or
entitlement,
 
in
 
any
 
such
 
case,
 
determined
 
on
 
a
 
gross
 
basis
 
and
 
disregarding
 
any
withholding or
 
deduction required
 
to be made
 
for or on
 
account of tax,
 
and disregarding
any associated tax credit;
and
provided
,
further
 
that,
 
if
 
on
 
each
 
of
 
the
 
five
 
dealing
 
days
 
(or,
 
for
 
the
 
purposes
 
of
subclause (i)(D)
 
of
 
Condition 8(d)
 
(
Conversion
 
–
 
Anti-dilution
 
adjustment
 
of
 
the
 
Conversion
Price
),
 
the
 
10 dealing
 
days)
 
in
 
the
 
Reference
 
Period
 
the
 
Volume
 
Weighted
 
Average
 
Price
 
was
based on
 
a price
 
cum-dividend
 
(or cum-any
 
other entitlement)
 
in respect
 
of a
 
dividend (or
 
other
entitlement)
 
that
 
has
 
been
 
declared
 
or
 
announced
 
but
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
delivered
 
do
 
not
 
rank
 
for
 
that
 
dividend
 
(or
 
other
 
entitlement),
 
the
 
Volume
 
Weighted
 
Average
Price on each
 
of such dates
 
shall, for the
 
purposes of this
 
definition, be deemed
 
to be the
 
amount
thereof reduced by an
 
amount equal to the
 
Fair Market Value
 
of any such dividend
 
or entitlement
per
 
Ordinary
 
Share
 
as
 
at
 
the
 
date
 
of
 
first
 
public
 
announcement
 
relating
 
to
 
such
 
dividend
 
or
entitlement,
 
in
 
any
 
such case,
 
determined
 
on
 
a gross
 
basis and
 
disregarding
 
any
 
withholding
 
or
deduction
 
required
 
to
 
be
 
made
 
for
 
or
 
on
 
account
 
of
 
tax,
 
and
 
disregarding
 
any
 
associated
 
tax
credit;
and
provided
,
further
 
that,
 
if
 
the
 
Volume
 
Weighted
 
Average
 
Price
 
of
 
an
 
Ordinary
 
Share
 
is
 
not
available
 
on
 
one
 
or
 
more
 
of
 
the
 
five
 
dealing
 
days
 
(or,
 
for
 
the
 
purposes
 
of
 
subclause (i)(D)
 
of
Condition 8(d)
 
(
Conversion
 
–
 
Anti-dilution
 
adjustment
 
of
 
the
 
Conversion
 
Price
),
 
the
 
10 dealing
days)
 
in
 
the
 
Reference
 
Period
 
(disregarding
 
for
 
this
 
purpose
 
the
 
proviso
 
to
 
the
 
definition
 
of
Volume
 
Weighted
 
Average
 
Price),
 
then
 
the
 
average
 
of
 
such
 
Volume
 
Weighted
 
Average
 
Prices
that are available in the Reference
 
Period shall be used (subject to
 
a minimum of two such prices)
and if only one, or no, such Volume
 
Weighted Average
 
Price is available in the Reference Period,
the Current Market Price shall be determined by an Independent Adviser.
"
Day Count Fraction
" means,
 
in respect of any period, the number of days from (and including)
the first day of such period to (but excluding) the last day of such period, divided
 
by 365.
"
dealing day
" means a day on
 
which the Relevant Stock
 
Exchange or relevant stock
 
exchange or
securities market
 
is open
 
for business
 
and on
 
which Ordinary
 
Shares or
 
other securities,
 
options,
warrants
 
or
 
other
 
rights
 
(as
 
the
 
case
 
may
 
be)
 
may
 
be
 
dealt
 
in
 
(other
 
than
 
a
 
day
 
on
 
which
 
the
Relevant Stock
 
Exchange or relevant
 
stock exchange or
 
securities market is
 
scheduled to or
 
does
close prior to its regular weekday closing time).
"
DEBA
"
 
means
 
the
 
Swiss
 
Federal
 
Debt
 
Enforcement
 
and Bankruptcy
 
Act
 
of 11
 
April 1889,
 
as
amended and as may be further amended from time to time.
"
Distributable
 
Items
"
 
means,
 
in
 
respect
 
of
 
any
 
Interest
 
Payment
 
Date,
 
the
 
aggregate
 
of
 
(i) net
profits carried forward and (ii) freely distributable reserves, in each case, less any
 
amounts that
 
5
must be contributed to legal reserves under applicable law,
 
all in UBS Group AG's reporting
currency and as appearing in the Relevant Accounts.
"
EEA Regulated Market
" means a market as defined by Article 4.1(21) of Directive 2014/65/EU
of the European Parliament and of the Council on markets on financial
 
instruments.
"
Effective Date
" has the meaning assigned to such term in subclause (i)(C) or (i)(D), as applicable,
of Condition 8(d) (
Conversion – Anti-dilution adjustment of the Conversion Price
).
"
Event of Default
" has the meaning assigned to such term in clause (a) of Condition 12 (
Events of
Default
).
"
Exempt
 
Reorganisation
" means
 
a Reorganisation
 
where, immediately
 
after completion
 
of the
relevant proceedings,
 
the ordinary shares
 
or units or
 
equivalent of
 
Newco (or
 
depositary or
 
other
receipts
 
or
 
certificates
 
representing
 
ordinary
 
shares
 
or
 
units
 
or
 
equivalent
 
of
 
Newco)
 
are
(i) admitted
 
to
 
trading
 
on
 
the Relevant
 
Stock
 
Exchange
 
or (ii)
 
admitted
 
to
 
listing
 
on
 
such other
Recognised Stock Exchange as UBS Group AG or Newco may determine
 
.
"
Existing Benchmark Rate
" has the meaning assigned to such term in Condition 5(c) (
Interest –
Benchmark replacement
).
"
Existing Shareholders
" has the meaning assigned to such term in the definition of
 
the term
"Reorganisation".
"
Extraordinary
 
Distribution
"
 
means
 
any
 
Cash
 
Distribution
 
(i) that
 
is
 
expressly
 
declared
 
by
UBS
 
Group
 
AG
 
to
 
be
 
an
 
extraordinary
 
or
 
special
 
dividend
 
or
 
an
 
extraordinary
 
or
 
special
distribution
 
to
 
Shareholders
 
as a
 
class
 
or
 
any
 
analogous
 
or
 
similar
 
term,
 
and
 
(ii) the
 
amount
 
of
which exceeds
 
the arithmetic
 
average of
 
the ordinary
 
dividend per
 
Ordinary Share
 
paid by
 
UBS
Group
 
AG
 
in
 
the
 
three
 
most
 
recently
 
preceding
 
calendar
 
years
 
(each
 
such
 
ordinary
 
dividend
translated, if
 
necessary,
 
into the
 
currency in
 
which the
 
applicable Cash
 
Distribution is
 
expressed
at the Prevailing Rate on the date on which such ordinary
 
dividend was paid) by more than 25 per
cent.
"
Extraordinary
 
Publication
 
Date
"
 
means
 
the
 
Business
 
Day
 
on
 
which
 
a
 
Reviewed
 
Interim
Measurement is
 
published upon
 
the instruction
 
of FINMA, after
 
FINMA has determined
 
that the
conditions for issuing
 
a Trigger
 
Event Notice in
 
accordance with Condition
 
7 (
Trigger Event
 
and
Viability Event
) have been met.
"
Extraordinary
 
Trigger
 
Event
 
Notice
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (i) of Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"Fair Market
 
Value"
means, with respect
 
to any property on
 
any date (the "Relevant
 
Valuation
Date"), the fair market
 
value of that property
 
as determined by an
 
Independent Adviser,
provided
that:
(a)
the Fair Market Value
 
of a cash amount shall be the amount of such cash;
(b)
where
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
 
publicly
 
traded
 
on
 
a
 
stock
exchange
 
or
 
securities
 
market
 
of
 
adequate
 
liquidity
 
(as
 
determined
 
by
 
an
 
Independent
Adviser), the
 
Fair Market
 
Value
 
(i) of such
 
securities shall
 
equal the
 
arithmetic mean
 
of
the
 
daily
 
Volume
 
Weighted
 
Average
 
Prices
 
of
 
such
 
securities
 
and
 
(ii) of
 
such
 
options,
warrants
 
or
 
other
 
rights
 
shall
 
equal
 
the
 
arithmetic
 
mean
 
of
 
the
 
daily
 
closing
 
prices
 
of
such
 
options,
 
warrants
 
or
 
other
 
rights,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (i)
 
and
 
(ii),
during
 
the
 
period
 
of
 
five
 
dealing
 
days
 
on
 
the
 
relevant
 
stock
 
exchange
 
or
 
securities
market
 
commencing
 
on
 
the
 
later
 
of
 
(x) the
 
applicable
 
Relevant
 
Valuation
 
Date
 
and
(y) the
 
first
 
dealing
 
day
 
on
 
which
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
publicly
 
traded,
 
or
 
such
 
shorter
 
period
 
as
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
rights are publicly traded; and
(c)
where
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
 
not
 
publicly
 
traded
 
on
 
a
 
stock
exchange or securities
 
market of adequate
 
liquidity (as aforesaid),
 
the Fair Market
 
Value
of
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
shall
 
be
 
determined
 
by
 
an
Independent Adviser,
 
on the basis of a commonly
 
accepted market valuation method
 
and
taking account
 
of such factors
 
as it considers
 
appropriate, including
 
the market price
 
per
Ordinary Share, the dividend yield of an Ordinary Share, the volatility of
 
such market
 
6
price, prevailing interest
 
rates and the terms
 
of such securities, options,
 
warrants or other
rights, including as to the expiry date and exercise price (if any) thereof.
Any amounts determined
 
pursuant to the
 
above shall be
 
translated into the
 
Relevant Currency
 
(if
expressed in a
 
currency other than
 
the Relevant Currency)
 
at the Prevailing
 
Rate on the
 
Relevant
Valuation
 
Date.
 
In
 
addition,
 
in
 
the
 
case
 
of
 
clause (a)
 
above,
 
the
 
Fair
 
Market
 
Value
 
shall
 
be
determined on
 
a gross
 
basis and
 
disregarding any
 
withholding or
 
deduction required
 
to be
 
made
on account of tax, and disregarding any associated tax credit.
"
FINMA
" means
 
the Swiss
 
Financial
 
Market Supervisory
 
Authority
 
FINMA and
 
any successor
thereto.
"
First Call Date
" means 21 December 2029.
"
FISA
"
 
means
 
the
 
Swiss
 
Federal
 
Intermediated
 
Securities
 
Act
 
of
 
3 October
 
2008,
 
as
 
amended
and as may be further amended from time to time.
"
Fixed Interest Rate
" means 5.600 per cent. per annum.
"
Former
 
Residence
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (a)(v)
 
of Condition 15
(
Issuer Substitution
).
"
Going-Concern
 
LR
 
Requirement
"
 
means
 
a
 
requirement
 
under
 
National
 
Regulations
 
for
systemically
 
relevant
 
banks
 
(
systemrelevante
 
Banken
)
 
to
 
hold
 
a
 
minimum
 
amount
 
of
 
going-
concern
 
capital (
Eigenmittel
 
zur ordentlichen
 
Weiterführung
 
der Bank
), which
 
amount is
 
set by
reference to the leverage ratio (
Höchstverschuldungsquote
) of such bank.
"
Going-Concern
 
RWA
 
Requirement
"
 
means
 
a
 
requirement
 
under
 
National
 
Regulations
 
for
systemically
 
relevant
 
banks
 
(
systemrelevante
 
Banken
)
 
to
 
hold
 
a
 
minimum
 
amount
 
of
 
going-
concern
 
capital (
Eigenmittel
 
zur ordentlichen
 
Weiterführung
 
der Bank
), which
 
amount is
 
set by
reference to the risk weighted assets (
risikogewichtete Positionen
) of such bank.
"Governmental
 
Entity"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant
 
Event
).
"
Group
" means, at
 
any time, the
 
Group Holding Company and
 
all its subsidiaries
 
and other entities
that are included in the Group Holding Company's consolidated capital adequacy reports prepared
pursuant to National Regulations.
"
Group Holding
 
Company
" means, at any
 
time, the top Swiss
 
holding company
 
at such time of
the
 
financial
 
group
 
to
 
which
 
UBS
 
Group
 
AG
 
belongs
 
for
 
purposes
 
of
 
preparing
 
consolidated
capital adequacy reports pursuant
 
to National Regulations. As
 
at the Issue Date,
 
the Group Holding
Company is UBS Group AG.
"
Higher-Trigger
 
Amount"
 
means,
 
as
 
of
 
any
 
Publication
 
Date,
 
the
 
sum
 
of
 
(i) the
 
maximum
portion
 
of
 
the
 
aggregate
 
principal
 
amount,
 
in
 
the
 
Presentation
 
Currency
 
of
 
the
 
Quarterly
Financial
 
Accounts
 
or
 
Reviewed
 
Interim
 
Measurement,
 
as
 
the
 
case
 
may
 
be,
 
to
 
which
 
such
Publication
 
Date
 
relates,
 
of
 
all
 
Higher-Trigger
 
Contingent
 
Capital,
 
if
 
any,
 
outstanding
 
on
 
the
relevant Balance
 
Sheet Date
 
that could
 
be converted
 
into equity
 
and/or fully
 
or partially
 
written
down,
 
or
 
otherwise
 
operate
 
to
 
increase
 
the
 
CET1 Capital,
 
if
 
a
 
Higher-Trigger
 
Write-
down/Conversion
 
Notice
 
were
 
delivered
 
in
 
accordance
 
with
 
the
 
terms
 
thereof,
 
and
 
(ii) the
maximum
 
portion
 
of
 
the
 
aggregate
 
principal
 
amount,
 
in
 
the
 
Presentation
 
Currency
 
of
 
the
Quarterly
 
Financial
 
Accounts
 
or Reviewed
 
Interim Measurement,
 
as the
 
case may
 
be, to
 
which
such
 
Publication
 
Date
 
relates,
 
of
 
all
 
Higher-Trigger
 
Contingent
 
Capital,
 
if
 
any,
 
issued
 
after
 
the
relevant
 
Balance
 
Sheet
 
Date,
 
but
 
prior
 
to
 
such
 
Publication
 
Date,
 
that
 
could
 
be
 
converted
 
into
equity and/or
 
fully or
 
partially written
 
down, or
 
otherwise operate
 
to increase
 
the CET1 Capital,
if a
 
Higher-Trigger
 
Write-down/Conversion
 
Notice were
 
delivered in
 
accordance with
 
the terms
thereof, in the case of each of clauses (i)
 
and (ii), as determined by UBS Group
 
AG. For purposes
of clause (ii) of
 
this definition and,
 
in the case
 
of an Extraordinary
 
Publication Date, clause (i)
 
of
this definition,
 
the aggregate
 
principal
 
amount of
 
any Higher-Trigger
 
Contingent
 
Capital that
 
is
not denominated in the Presentation
 
Currency will be converted
 
into the Presentation Currency
 
at
the applicable prevailing exchange rate on the last Business Day preceding
 
the relevant
 
7
Publication Date, as
 
determined by UBS Group
 
AG. In the case of
 
an Ordinary Publication
 
Date,
for purposes of clause (i)
 
of this definition, the aggregate
 
principal amount of any Higher
 
-Trigger
Contingent
 
Capital
 
that
 
is not
 
denominated
 
in the
 
Presentation
 
Currency
 
will be
 
converted
 
into
the Presentation
 
Currency at
 
the applicable
 
exchange rate
 
used for
 
such purposes
 
in the
 
relevant
Quarterly Financial Accounts.
"
Higher-Trigger
 
Contingent Capital
" means
 
any instrument
 
issued by,
 
or any
 
other obligation
of,
 
any
 
member
 
of
 
the
 
Group
 
that
 
(i) is
 
issued
 
or
 
owed
 
to
 
holders
 
that
 
are
 
not
 
members
 
of
 
the
Group
 
and
 
(ii) is
 
required
 
pursuant
 
to
 
its
 
terms
 
to
 
be
 
converted
 
into
 
equity
 
and/or
 
fully
 
or
partially
 
written
 
down,
 
or
 
otherwise
 
operating
 
to
 
increase
 
the
 
CET1 Capital,
 
when
 
the
CET1 Ratio
 
(or
 
equivalent
 
capital
 
measure
 
of
 
the
 
Group
 
described
 
in
 
the
 
terms
 
and
 
conditions
thereof)
 
falls
 
below
 
a
 
threshold
 
that
 
is
 
higher
 
than
 
the
 
Threshold
 
Ratio
 
(with
 
respect
 
to
 
the
relevant Higher-Trigger Contingent
 
Capital, its "
Higher-Trigger
 
Threshold Ratio
").
"
Higher-Trigger
 
Threshold
 
Ratio
" has
 
the meaning
 
assigned to
 
such term
 
in the
 
definition
 
of
the term
 
"Higher-Trigger Contingent Capital".
"
Higher-Trigger
 
Write-down/Conversion
 
Date
" has
 
the meaning
 
assigned to
 
such term
 
in the
definition of the term "Higher-Trigger Write
 
-down/Conversion Notice".
"
Higher-Trigger
 
Write-down/Conversion
 
Notice
"
 
means
 
a
 
notice
 
delivered
 
pursuant
 
to
 
the
terms
 
of
 
any
 
Higher-Trigger
 
Contingent
 
Capital
 
that
 
notifies
 
the
 
holders
 
thereof
 
that
 
the
CET1 Ratio
 
(or
 
similar
 
measure
 
or
 
other
 
event
 
described
 
in
 
the
 
terms
 
and
 
conditions
 
of
 
such
Higher-Trigger
 
Contingent
 
Capital)
 
has
 
fallen
 
below
 
its
 
Higher-Trigger
 
Threshold
 
Ratio
 
and,
consequently,
 
that
 
such
 
Higher-Trigger
 
Contingent
 
Capital will
 
be
 
converted
 
into
 
equity and/or
fully or
 
partially written
 
down, or
 
otherwise operate
 
to increase
 
the CET1 Capital,
 
as applicable,
as of a particular
 
date (such date, the
 
"
Higher-Trigger
 
Write-down/Conversion Date
"). For the
avoidance of doubt, if the
 
terms and conditions of such Higher-Trigger
 
Contingent Capital permit
FINMA
 
to
 
waive
 
the
 
conversion
 
into
 
equity
 
and/or
 
write-down
 
of
 
such
 
Higher-Trigger
Contingent
 
Capital
 
notwithstanding
 
the
 
fact
 
that
 
the
 
CET1 Ratio
 
(or
 
similar
 
measure
 
or
 
other
event described in the terms and conditions of such Higher-Trigger
 
Contingent Capital) has fallen
below its Higher-Trigger
 
Threshold Ratio, the non-issuance of
 
such a waiver by FINMA between
the relevant Publication Date and
 
the Trigger Event
 
Notice Date will be deemed
 
equivalent to the
delivery
 
of
 
a
 
Higher-Trigger
 
Write-down/Conversion
 
Notice
 
for
 
purposes
 
of
 
subclause (ii)
 
of
Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Holder
"
 
means,
 
with
 
respect
 
to
 
any
 
Note,
 
the
 
Person
 
or
 
Persons
 
holding
 
such
 
Note
 
in
 
a
securities
 
account
 
(
Effektenkonto
)
 
that
 
is
 
in
 
its
 
or
 
their
 
name,
 
or,
 
in
 
the
 
case
 
of
 
intermediaries
(
Verwahrungsstellen
), the
 
intermediary
 
or intermediaries
 
holding
 
such Note
 
for
 
its or
 
their own
account in a securities account (
Effektenkonto
) that is in its or their name.
"
Independent
 
Adviser
" means
 
an independent
 
financial institution
 
of international
 
repute or
 
an
independent adviser
 
of recognised
 
standing and
 
expertise, in
 
either case,
 
appointed by
 
the Issuer
at its own expense
 
to make any determination
 
that is required to
 
be made, or may
 
be made, by an
Independent Adviser under these Terms
 
and Conditions.
"
Independent Adviser
 
Determination
 
Cut-off Date
" has the
 
meaning assigned
 
to such term
 
in
subclause (i) of Condition 5(c) (
Interest – Benchmark replacement
).
"
Interest
 
Payment
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
Condition 5(a) (
Interest – Interest Payment Dates
).
"
Interest Period
" means each
 
period beginning on
 
(and including) an Interest
 
Payment Date (or,
in
 
the
 
case
 
of
 
the
 
first
 
Interest
 
Period,
 
the
 
Issue
 
Date)
 
and
 
ending
 
on
 
(but
 
excluding)
 
the
 
next
Interest Payment Date.
"
Interest Rate
" means the Fixed Interest Rate and/or Reset Interest Rate, as the case may be.
"
Intermediary
" has the meaning assigned to such term in Condition 2(b) (
Amount and
Denomination; Form and Transfer
 
– Form and transfer
).
8
"
Intermediated
 
Securities
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
Condition 2(b)
 
(
Amount
and Denomination; Form and Transfer
 
– Form and transfer
).
"
Issue Date
" means 24 June 2024.
"
Issuer
" means UBS Group AG in its capacity as issuer of the Notes.
"
Junior Obligations
" means (i) all
 
classes of share capital
 
and participation securities
 
(if any) of
the Issuer
 
and (ii) all
 
other obligations
 
of the
 
Issuer that
 
rank, or
 
are expressed
 
to rank,
 
junior to
claims in respect of the Notes and/or any Parity Obligation.
"
Margin
" means 2.634 per cent. per annum.
"
National Regulations
" means,
 
at any
 
time, (i) the
 
Swiss national
 
banking and
 
capital adequacy
laws,
 
and
 
(ii) the
 
capital
 
adequacy
 
regulations
 
promulgated
 
by
 
the
 
Swiss
 
Federal
 
Council
(
Bundesrat
) or
 
FINMA and
 
the interpretation
 
thereof by
 
FINMA or
 
any
 
other
 
competent Swiss
authority, in
 
the case of each of clauses (i) and (ii), directly applicable to
 
UBS Group AG (and/or,
if different, the Group Holding Company) and/or the Group at such
 
time.
"
New
 
Conversion
 
Condition
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Conversion
 
Condition
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (iv) of Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Conversion
 
Price
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Residence
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (a)(v)
 
of
 
Condition 15
(
Issuer Substitution
).
"
Newco
" has the meaning assigned to such term in the definition of the term "Reorganisation".
"
Non-Qualifying Relevant Event
" has the meaning assigned to such term in subclause (iv) of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
Notes
" means the SGD 500,000,000
 
5.600 per cent. Tier
 
1 Capital Notes issued by
 
the Issuer on
the Issue Date.
"
OECD
" means the Organisation for Economic Co-operation
 
and Development.
"
Offer
 
Settlement
 
Period
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
Condition 8(h)
 
(
Conversion
 
–
Procedure for delivery
 
in respect of a Conversion
).
"
Ordinary Publication
 
Date
" means each Business Day
 
on which Quarterly
 
Financial Accounts
are published.
"
Ordinary
 
Shares
"
 
means
 
the
 
registered
 
ordinary
 
shares
 
of
 
UBS
 
Group
 
AG,
 
which
 
as
 
of
 
the
Issue Date
 
have
 
a par
 
value of
 
USD 0.10 each.
 
The Ordinary
 
Shares deliverable
 
on Conversion
will be newly issued from the capital
 
range (
Kapitalband
), conditional capital (
bedingtes Kapital
)
and/or
 
Conversion
 
Capital
 
of
 
UBS
 
Group
 
AG,
 
and
 
rank
pari
 
passu
with
 
all
 
other
 
registered
ordinary shares
 
of UBS
 
Group AG
 
for any
 
and all
 
distributions payable
 
on them
 
on or
 
after the
relevant Share Creation Date.
"
Ordinary
 
Trigger
 
Event
 
Notice
 
Date
"
 
has
 
the
 
meaning
 
assigned to
 
such
 
term
 
in
 
subclause (i) of
Condition 7(b) (
Trigger Event and
 
Viability Event –
 
Trigger Event Notice
).
"Other Tier 1
 
Contingent Convertible
 
Capital Note"
means any capital instrument (other than the
Notes) that:
(a)
is
 
eligible
 
in
 
full
 
to
 
be
 
(i) treated
 
as
 
Additional
 
Tier 1
 
Capital
 
and
 
(ii) counted
 
towards
either the Going-Concern LR
 
Requirement or the Going-Concern
 
RWA
 
Requirement (or
both); and
9
(b)
subject to the terms and conditions thereof, is to be converted into Ordinary
 
Shares when
the CET1 Ratio (or equivalent capital measure of the Group described in
 
the terms and
conditions thereof) falls below a certain threshold and/or a Viability
 
Event (or equivalent
event described in the terms and conditions thereof) occurs.
"
Parity
 
Obligations
"
 
means
 
(i) all
 
obligations
 
of
 
the
 
Issuer
 
in
 
respect
 
of
 
Tier 1
 
Instruments
(excluding any
 
such obligations that
 
rank, or are
 
expressed to rank,
 
junior to claims
 
in respect of
the Notes), and
 
(ii) any other
 
securities or obligations (including,
 
without limitation, any guarantee,
credit support
 
agreement or similar
 
undertaking) of the
 
Issuer that rank,
 
or are expressed
 
to rank,
pari passu
with claims in respect of the Notes and/or any Parity Obligation.
"
Paying
 
Agent
" has
 
the meaning
 
assigned to
 
such term
 
in clause (c)
 
of Condition 9
 
(
Payments;
Agents
).
"
Payment Business Day
" means a day (other than a Saturday or a Sunday) on which
 
commercial
banks
 
and
 
foreign
 
exchange
 
markets
 
settle
 
payments
 
and
 
are
 
open
 
for
 
general
 
business
(including,
 
without
 
limitation,
 
dealing
 
in
 
foreign
 
exchange
 
and
 
foreign
 
currency
 
deposits)
 
in
Singapore.
"
Permitted Transactions
" means:
(a)
repurchases,
 
redemptions
 
or
 
other
 
acquisitions
 
of
 
any
 
Ordinary
 
Shares
 
in
 
connection
with
 
(x) any
 
employment
 
contract,
 
benefit
 
plan
 
or
 
similar
 
arrangement
 
with,
 
or
 
for
 
the
benefit of, any employees, officers,
 
directors or consultants of any member
 
of the Group,
(y) a dividend reinvestment
 
or shareholder share purchase
 
plan or (z) the
 
issuance of any
Ordinary
 
Shares
 
(or
 
securities
 
convertible
 
into,
 
or
 
exercisable
 
for,
 
Ordinary
 
Shares)
 
as
consideration for an acquisition consummated by any member of the Group;
(b)
market-making in Ordinary Shares as part of the securities business of any member of the
Group;
(c)
purchases
 
of
 
fractional
 
interests
 
in
 
any
 
Ordinary
 
Shares
 
pursuant
 
to
 
the
 
conversion
 
or
exchange provisions
 
of (x) such
 
Ordinary Shares
 
or (y) any
 
security convertible
 
into, or
exercisable for, Ordinary Shares;
(d)
redemptions or repurchases
 
of Ordinary Shares pursuant
 
to any shareholders' rights
 
plan;
and
(e)
distributions in
 
cash or
 
in kind
 
on, or
 
repurchases, redemptions
 
or other
 
acquisitions of,
any Ordinary Shares as a part
 
of any solvent reorganisation, reconstruction, amalgamation
or merger
 
of any member
 
of the Group,
 
so long as
 
such member (or
 
the successor entity
resulting from such reorganisation, reconstruction,
 
amalgamation or merger) continues to
be a member of the Group.
"
Person
" means
 
any
 
individual, corporation,
 
bank, partnership,
 
joint venture,
 
association, joint-
stock
 
company,
 
limited
 
liability
 
company,
 
trust,
 
unincorporated
 
organisation
 
or
 
government
 
or
any agency or political subdivision thereof.
"
Presentation
 
Currency
"
 
means
 
(i) with
 
respect
 
to
 
any
 
Quarterly
 
Financial
 
Accounts,
 
the
presentation
 
currency
 
of
 
such
 
Quarterly
 
Financial
 
Accounts,
 
and
 
(ii) with
 
respect
 
to
 
any
Reviewed Interim
 
Measurement, the
 
Presentation Currency
 
of the
 
Quarterly Financial
 
Accounts
that
 
will be
 
prepared
 
for
 
the relevant
 
financial
 
quarterly
 
or annual
 
period
 
in
 
which
 
the
 
relevant
Extraordinary Publication Date falls.
"
Prevailing
 
Rate
"
 
means,
 
in
 
respect
 
of
 
any
 
currencies
 
on
 
any
 
day,
 
the
 
spot
 
rate
 
of
 
exchange
between the
 
relevant currencies
 
prevailing as
 
at or
 
about 12
 
noon (New
 
York
 
City time)
 
on that
date as appearing on
 
or derived from
 
the Relevant Page or,
 
if such a rate
 
cannot be determined at
such time,
 
the rate
 
prevailing as
 
at or
 
about 12
 
noon (New
 
York
 
City time)
 
on the
 
immediately
preceding day
 
on which
 
such rate
 
can be
 
so determined
 
or,
 
if such
 
rate cannot
 
be so
 
determined
by reference
 
to the
 
Relevant Page,
 
the rate
 
determined
 
in such
 
other manner
 
as an
 
Independent
Adviser determines to be appropriate.
10
"
Principal
 
Paying
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
principal
 
paying
 
agent
 
for
 
the
Notes, and
 
includes any
 
successor principal
 
paying agent
 
for the
 
Notes appointed
 
in accordance
with the terms of the Agency Agreement.
"
Protective Measures
" has the meaning assigned to such term in the definition of the term
"Bankruptcy Event".
"
Public Sector
" means
 
the government
 
of, or
 
a governmental
 
agency or
 
the central
 
bank in,
 
the
country of incorporation of the Group Holding Company.
"
Publication Date
" means an Ordinary Publication Date or an Extraordinary Publication
 
Date, as
the case may be.
"
Qualifying Relevant Event
" has the meaning assigned to such term in subclause (iv) of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
Quarterly
 
Financial
 
Accounts
"
 
means
 
(i) the
 
financial
 
statements
 
of
 
the
 
Group
 
(including,
without
 
limitation,
 
the
 
notes
 
thereto)
 
in
 
respect
 
of
 
a
 
financial
 
quarter
 
published
 
by
 
the
 
Group
Holding
 
Company,
 
which
 
have
 
been
 
reviewed
 
by
 
the
 
Auditor
 
in
 
accordance
 
with
 
the
International
 
Standards
 
on
 
Auditing;
provided,
 
however
,
 
that,
 
if
 
the
 
financial
 
statements
 
of
 
the
Group in respect of the last
 
quarter of any year are not
 
so reviewed, the term "Quarterly Financial
Accounts"
 
in
 
respect
 
of
 
such
 
quarter
 
will
 
mean
 
instead
 
the
 
annual
 
financial
 
statements
 
of
 
the
Group (including,
 
without limitation,
 
the notes
 
thereto) in
 
respect of
 
such year,
 
which have
 
been
audited
 
by
 
the
 
Auditor
 
in
 
accordance
 
with
 
the
 
International
 
Standards
 
on
 
Auditing
 
and
 
are
published in
 
the annual
 
report of
 
the Group
 
Holding Company
 
for such
 
year,
 
or (ii) in
 
the event
that
 
the
 
Group
 
does
 
not
 
publish
 
quarterly
 
financial
 
statements
 
as
 
described
 
in
 
clause (i)
 
of
 
this
definition,
 
the financial
 
disclosures published
 
by the
 
Group pursuant
 
to and
 
in compliance
 
with
FINMA
 
Circular
 
2016/01
 
"Capital
 
Adequacy
 
Disclosures
 
Banks",
 
as
 
amended
 
and
 
as
 
may
 
be
further amended
 
from time to
 
time, or pursuant
 
to and in
 
compliance with
 
any successor circular
or regulation applicable
 
to the Group
 
Holding Company,
provided
 
that such financial
 
disclosures
are
 
published
 
for
 
each
 
financial
 
quarter
 
and
 
the
 
interim
 
earnings
 
included
 
in
 
such
 
disclosures
have been reviewed by the Auditor in accordance with International Standards
 
on Auditing.
"
Recognised
 
Stock
 
Exchange
"
 
means
 
an
 
EEA
 
Regulated
 
Market,
 
a
 
regulated,
 
regularly
operating, recognised
 
stock exchange
 
in Switzerland
 
or any
 
other regulated,
 
regularly operating,
recognised stock exchange or securities market in an OECD member
 
state.
"
Redemption
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
 
Condition 6(e)
(
Redemption and Purchase – Conditions
 
for redemption
).
"
Redemption
 
Notice
" has
 
the meaning
 
assigned to
 
such term
 
in subclause
 
(i) of
 
Condition 6(e)
(
Redemption and Purchase – Conditions
 
for redemption
).
"
Reference Period
" has the meaning assigned to such term in the definition of the term "Current
Market Price".
"
Reference Rate
" means, in relation to any
 
Reset Interest Period:
(a)
the 5-Year
 
SORA OIS Rate
 
as at the
 
Relevant Time
 
on the Reset
 
Determination Date
 
in
relation to such Reset Interest Period appearing on
 
the Reference Rate Page on such
 
Reset
Determination Date; or
(b)
if such 5-Year SORA OIS Rate does not appear
 
on the Reference Rate
 
Page on such Reset
Determination
 
Date,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
in
 
relation
 
to
 
such
 
Reset
Determination Date.
"
Reference Rate
 
Page
" means the
 
"OTC SGD OIS"
 
page on Bloomberg
 
(or (i) such other
 
page as
may
 
replace
 
that
 
page
 
on
 
Bloomberg,
 
or
 
(ii) if
 
there
 
is no
 
such
 
replacement
 
page
 
on Bloomberg,
such
 
other
 
page
 
on
 
such
 
other
 
information
 
service
 
that
 
is
 
the
 
generally
 
accepted
 
page
 
used
 
by
market participants
 
at that
 
time for
 
purposes of
 
observing the
 
5-Year
 
SORA OIS
 
Rate, in
 
the case
of
 
each of
 
clauses (i)
 
and
 
(ii), as
 
determined
 
by
 
the Issuer
 
after
 
consultation
 
with
 
the Calculation
Agent).
 
As
 
of
 
the
 
Issue
 
Date,
 
the
 
5-Year
 
SORA
 
OIS
 
Rate
 
appears
 
on
 
the
 
Reference
 
Rate
 
Page
11
under
 
the
 
column
 
headed
 
"Ask"
 
within
 
the
 
section
 
headed
 
"OIS
 
BGN",
 
but
 
may
 
appear
 
on
 
the
Reference Rate Page under such other column and/or section as may
 
apply from time to time.
"
Regulatory
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 6(d)
(
Redemption and Purchase – Redemption
 
due to a Regulatory Event
).
"
Relevant Accounts
" means, in respect of any Interest Payment Date, the
 
most recently published
audited
 
unconsolidated
 
annual
 
financial
 
statements
 
of
 
UBS
 
Group
 
AG
 
prepared
 
in
 
accordance
with the Swiss Code.
"
Relevant
 
Currency
" means
 
USD or,
 
if at
 
the relevant
 
time or
 
for the
 
purposes of
 
the relevant
calculation
 
or
 
determination
 
there
 
is
 
a
 
Relevant
 
Stock
 
Exchange
 
but
 
the
 
New
 
York
 
Stock
Exchange
 
is
 
not
 
the
 
Relevant
 
Stock
 
Exchange
 
(or
 
is
 
the
 
Relevant
 
Stock
 
Exchange
 
but
 
the
Ordinary Shares
 
are not
 
quoted or
 
dealt in
 
thereon in
 
USD), the
 
currency in
 
which the
 
Ordinary
Shares are quoted or dealt in on the Relevant Stock Exchange at such time.
"
Relevant
 
Date
" means,
 
with respect
 
to any
 
payment,
 
(i) the
 
date on
 
which
 
such payment
 
first
becomes due under the Notes (the "
Scheduled Due Date
"), or (ii) if the full amount of the money
payable
 
on the
 
Scheduled
 
Due Date
 
has not
 
been received
 
by the
 
Principal Paying
 
Agent on
 
or
before
 
the
 
Scheduled
 
Due
 
Date,
 
the
 
date
 
on
 
which
 
the
 
full
 
amount
 
of
 
the
 
money
 
due
 
on
 
the
Scheduled Due Date has been received by the Principal Paying Agent
 
.
"
Relevant Event
" has the meaning assigned to such term in subclause (iv) of Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Relevant Page
" means the page on Bloomberg or such other information service provider
 
that
displays the relevant information.
"
Relevant Shares
" has the meaning assigned to such term in subclause (iv) of Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Relevant
 
Stock
 
Exchange
" means
 
the New
 
York
 
Stock Exchange
 
or,
 
if at
 
the relevant
 
time the
Ordinary
 
Shares
 
are
 
not
 
listed
 
and
 
admitted
 
to
 
trading
 
on
 
the
 
New
 
York
 
Stock
 
Exchange,
 
the
principal
 
stock
 
exchange
 
or
 
securities
 
market
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
then
 
listed,
admitted to trading or quoted or accepted for dealing (if any).
"
Relevant Time
" means 4:00 p.m. (Singapore time).
"
Reorganisation
" means
 
proceedings that
 
effect the
 
interposition of
 
a corporation
 
or other
 
limited
liability company
 
("
Newco
") between the
 
Shareholders immediately
 
prior to such
 
proceedings (the
"
Existing
 
Shareholders
")
 
and
 
UBS Group
 
AG,
provided
 
that
 
(i) only
 
ordinary
 
shares
 
or units
 
or
equivalent
 
of Newco
 
or depositary
 
or other
 
receipts or
 
certificates representing
 
ordinary shares
 
or
units or equivalent
 
of Newco are issued
 
to Existing Shareholders,
 
(ii) immediately after completion
of such
 
proceedings the
 
only holders
 
of ordinary
 
shares, units
 
or equivalent
 
of Newco
 
or the
 
only
holders
 
of
 
depositary
 
or
 
other
 
receipts
 
or
 
certificates
 
representing
 
ordinary
 
shares
 
or
 
units
 
or
equivalent
 
of
 
Newco,
 
as
 
the
 
case
 
may
 
be,
 
are
 
Existing
 
Shareholders
 
holding
 
in
 
the
 
same
proportions
 
as
 
immediately
 
prior
 
to
 
completion
 
of
 
such
 
proceedings,
 
(iii) immediately
 
after
completion
 
of such
 
proceedings,
 
Newco
 
is (or
 
one
 
or
 
more wholly
 
-owned
 
subsidiaries
 
of
 
Newco
are) the
 
only shareholder
 
of UBS
 
Group AG,
 
(iv) all subsidiaries
 
of UBS
 
Group AG
 
immediately
prior to such
 
proceedings (other than
 
Newco, if Newco is
 
then a subsidiary of
 
UBS Group AG) are
subsidiaries of
 
UBS Group
 
AG (or
 
of Newco)
 
immediately after
 
completion of
 
such proceedings,
and
 
(v)
 
immediately
 
after
 
completion
 
of
 
such
 
proceedings,
 
UBS
 
Group
 
AG
 
(or
 
Newco)
 
holds,
directly or
 
indirectly,
 
the same
 
percentage of
 
the ordinary
 
share capital
 
and equity
 
share capital
 
of
those subsidiaries as was held by UBS Group AG immediately prior to such proceedings
 
.
"
Reset
 
Date
"
 
means
 
the
 
First
 
Call
 
Date
 
and
 
each
 
day
 
that
 
falls
 
on
 
the
 
fifth
 
anniversary
 
of
 
the
immediately preceding Reset Date.
"
Reset
 
Determination
 
Date
" means,
 
in relation
 
to any
 
Reset Interest
 
Period,
 
the day
 
falling
 
two
Business Days prior to the Reset Date on which such Reset Interest Period
 
commences.
12
"
Reset
 
Interest
 
Amount
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
Condition 5(b)
 
(
Interest
 
–
Determination
 
of
 
the
 
Reference
 
Rate,
 
the
 
Reset
 
Interest
 
Rate
 
and
 
the
 
Reset
 
Interest
 
Amount
 
in
relation to each Reset Interest
 
Period
).
"
Reset
 
Interest
 
Period
"
 
means
 
each
 
period
 
from
 
(and
 
including)
 
any
 
Reset
 
Date
 
and
 
ending
 
on
(but excluding) the next Reset Date.
"
Reset
 
Interest
 
Rate
" means,
 
in relation
 
to any
 
Reset Interest
 
Period, the
 
sum of
 
the Margin
 
and
the Reference Rate in relation to such Reset Interest Period.
"
Reset Reference
 
Bank Rate
" means, in
 
relation to any
 
Reset Determination Date,
 
the percentage
rate
 
(rounded,
 
if
 
necessary,
 
to
 
the
 
fifth
 
decimal
 
place,
 
with
 
0.000005
 
being
 
rounded
 
upwards)
determined by the Calculation Agent as follows:
(a)
the
 
Calculation
 
Agent
 
will
 
request
 
the
 
principal
 
Singapore
 
office
 
of
 
each
 
of
 
the
 
Reset
Reference
 
Banks
 
to
 
provide
 
it
 
with
 
a
 
quotation
 
for
 
such
 
Reset
 
Reference
 
Bank's
 
5-Year
SORA OIS Rate (with the
 
relevant interest rate swap transaction
 
commencing on the Reset
Date
 
on
 
which
 
the
 
Reset
 
Interest
 
Period
 
to
 
which
 
such
 
Reset Determination
 
Date
 
relates
commences
 
and
 
being
 
in
 
an
 
amount
 
that
 
is
 
representative
 
of
 
a
 
single
 
transaction
 
in
 
the
relevant
 
market
 
at
 
the
 
relevant
 
time
 
with
 
an
 
acknowledged
 
dealer
 
of
 
good
 
credit
 
in
 
the
swap
 
market)
 
as
 
at
 
the
 
Relevant
 
Time
 
on
 
the
 
Business
 
Day
 
immediately
 
following
 
such
Reset Determination Date; and
(b)
if
 
at
 
least three
 
such quotations
 
are
 
provided,
 
the Reset
 
Reference
 
Bank Rate
 
will be
 
the
arithmetic
 
mean
 
of
 
the
 
quotations
 
provided,
 
eliminating
 
the
 
highest
 
quotation
 
(or,
 
in
 
the
event of equality,
 
one of the highest)
 
and the lowest quotation
 
(or, in
 
the event of equality,
one of the lowest); or
(c)
if
 
only
 
two
 
such
 
quotations
 
are
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
the
arithmetic mean of the quotations provided; or
(d)
if
 
only
 
one
 
such
 
quotation
 
is
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
the
quotation provided; or
(e)
if
 
no
 
such
 
quotations
 
are
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
(i) if
 
such
Reset Determination
 
Date is in
 
relation to any
 
Reset Interest Period
 
other than the
 
Reset
Interest Period
 
commencing on
 
the First
 
Call Date,
 
the Reference
 
Rate in
 
respect of
 
the
immediately preceding
 
Reset Interest
 
Period, or
 
(ii) if such
 
Reset Determination
 
Date is
in
 
relation
 
to
 
the
 
Reset
 
Interest
 
Period
 
commencing
 
on
 
the
 
First
 
Call
 
Date,
 
2.966 per
cent. per annum.
"
Reset
 
Reference
 
Banks
" means
 
five major
 
banks in
 
the Singapore
 
interbank market,
 
as selected
by the Issuer after consultation with the Calculation Agent.
"
Restructuring Proceedings
" has the meaning assigned to such term in the definition of the term
"Bankruptcy Event".
"
Reviewed
 
Interim
 
Measurement
"
 
means
 
an
 
interim
 
measurement
 
of
 
the
 
CET1 Ratio,
 
with
respect
 
to
 
which
 
the
 
Auditor
 
has
 
performed
 
procedures
 
in
 
accordance
 
with
 
the
 
International
Standard on
 
Related Services
 
(and relevant
 
Swiss standards
 
and practices)
 
applicable to
 
agreed-
upon procedures engagements.
"
Scheduled
 
Due
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
the
 
definition
 
of
 
the
 
term
"Relevant Date".
"
Securities
" means any shares in
 
the capital of UBS Group AG,
 
or any options, warrants or other
rights to
 
subscribe for
 
or purchase
 
or acquire
 
shares in
 
the capital
 
of UBS
 
Group AG,
 
excluding
all Other Tier 1 Contingent Convertible
 
Capital Notes (and each a "
Security
").
"
Senior
 
Obligations
"
 
means
 
all
 
obligations
 
of
 
the
 
Issuer
 
that
 
are
 
unsubordinated
 
or
 
that
 
are
subordinated and do not constitute either Junior Obligations or Parity Obligations.
13
"
Settlement Agency
 
Agreement
" means the Settlement Agency
 
Agreement dated as of the Issue
Date,
 
between
 
the
 
Issuer
 
and
 
the
 
Settlement
 
Agent,
 
as
 
amended,
 
supplemented
 
or
 
otherwise
modified from time to time.
"
Settlement
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
settlement
 
agent
 
for
 
the
 
Notes,
 
and
includes any
 
successor settlement
 
agent for
 
the Notes
 
appointed in
 
accordance with
 
these Terms
and Conditions.
"
Settlement Share
 
Depository
" means SIX SIS;
provided
,
however
, that, if on
 
or prior to any date
when
 
a
 
function
 
ascribed
 
to
 
the
 
Settlement
 
Share
 
Depository
 
in
 
these
 
Terms
 
and
 
Conditions
 
is
required
 
to
 
be
 
performed
 
the
 
Issuer
 
appoints
 
another
 
reputable
 
independent
 
financial
 
institution,
clearing
 
institution,
 
trust
 
company
 
or
 
similar
 
entity
 
to
 
perform
 
such
 
functions,
 
who
 
will
 
hold
Ordinary Shares in a
 
designated trust account
 
for the benefit of
 
the Holders and otherwise
 
on terms
consistent
 
with
 
these
 
Terms
 
and
 
Conditions,
 
then
 
"Settlement
 
Share
 
Depository"
 
will
 
mean
 
such
entity so appointed.
"
Settlement Shares Offer
" has the meaning given to it in Condition 8(h) (
Conversion –
Procedure for delivery
 
in respect of a Conversion
).
"
Settlement Shares Offer Agent
" has the meaning given to it in Condition 8(h) (
Conversion –
Procedure for delivery
 
in respect of a Conversion
).
"
SGD
" means Singapore dollars.
"
Share
 
Creation
 
Date
"
 
means,
 
in
 
relation
 
to
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
on
Conversion, the
 
date falling
 
after the relevant
 
Trigger Event
 
Notice or Viability
 
Event Notice,
 
as
the case may be, and
 
on or prior to the
 
applicable Conversion Date on
 
which as a matter of Swiss
law the relevant Ordinary Shares are paid up.
"
Shareholders
" means the holders of Ordinary Shares.
"
Singapore
 
Overnight
 
Rate
 
Average
 
Overnight
 
Indexed
 
Swap
"
 
means
 
a
 
fixed-for-floating
SGD interest rate swap transaction with a semi-annual fixed leg (calculated on the same day count
basis
 
as
 
the
 
Day
 
Count
 
Fraction)
 
and
 
a
 
floating
 
leg
 
based
 
on
 
six-month
 
daily
 
compounded
Singapore Overnight
 
Rate Average
 
(SORA) (payable
 
in arrear)
 
rate (calculated
 
on the
 
same day
count basis as the Day Count Fraction).
"
SIX SIS
" means SIX SIS Ltd and any successor thereto.
"
Substitute
 
Issuer
" has
 
the meaning
 
assigned to
 
such term
 
in clause (a)
 
of Condition 15
 
(
Issuer
Substitution
).
"
Substitution
 
Documents
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (a)(iv)
 
of
Condition 15 (
Issuer Substitution
).
"
Substitution
 
or
 
Amendment
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (b)(iii) of Condition 13 (
Meeting of Holders; Substitution and Amendment
).
"
Swiss Banking Act
" means the Swiss Federal Act on Banks and Savings Institutions of
8 November 1934, as amended and as may be further amended from time
 
to time.
"
Swiss Code
" means the
 
Swiss Code of
 
Obligations of 30 March
 
1911, as
 
amended and as
 
may be
further amended from time to time.
"
Swiss
 
Resolution
 
Power
"
 
means
 
any
 
statutory
 
power
 
of
 
FINMA
 
that
 
it
 
may
 
exercise
 
during
Restructuring
 
Proceedings
 
as set
 
forth
 
in article
 
28 et
 
seqq. of
 
the Swiss
 
Banking
 
Act or
 
in any
implementing
 
ordinance
 
or
 
successor
 
Swiss
 
law
 
or
 
regulation
 
or
 
analogous
 
Swiss
 
law
 
or
regulation applicable to bank holding
 
companies incorporated under the laws
 
of Switzerland such
as UBS Group AG,
 
including, without
 
limitation, the
 
power to
 
(i) transfer the
 
assets of the
 
entity
subject
 
to
 
such
 
Restructuring
 
Proceedings,
 
or
 
portions
 
thereof,
 
together
 
with
 
such
 
entity's debt,
other
 
liabilities and
 
contracts, or
 
portions thereof,
 
to another
 
entity,
 
(ii) stay
 
(for a
 
maximum
 
of
two business days) the termination
 
of, or the exercise of (w) rights to terminate,
 
(x) netting rights,
14
(y) rights
 
to
 
enforce
 
or
 
dispose
 
of
 
certain
 
types
 
of
 
collateral
 
or
 
(z) rights
 
to
 
transfer
 
claims,
liabilities
 
or
 
certain
 
collateral
 
under,
 
contracts
 
to which
 
the entity
 
subject to
 
such Restructuring
Proceedings
 
is
 
a
 
party,
 
(iii) partially
 
or
 
fully
 
convert
 
the
 
debt
 
of
 
the
 
entity
 
subject
 
to
 
such
Restructuring Proceedings
 
into equity,
 
and/or (iv) partially or
 
fully write-down
 
the obligations of
the entity subject to such Restructuring Proceedings.
"
Tax
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 6(c)
(
Redemption and Purchase – Redemption
 
due to a Tax
 
Event
).
"
Tax Jurisdiction
" means Switzerland.
"
Taxes
" has the meaning assigned to such term in clause (a) of Condition 10 (
Taxation
).
"
Threshold Ratio
" means 7 per cent.
"
Tier
 
1
 
Capital
"
 
means
 
Additional Tier
 
1
 
Capital
 
or any
 
item that
 
qualifies
 
as common
 
equity
tier 1 capital pursuant to National Regulations.
"
Tier
 
1
 
Instruments
"
 
means
 
any
 
and
 
all
 
(i) securities
 
or
 
other
 
obligations
 
(other
 
than
 
Tier 1
Shares)
 
issued
 
by
 
UBS
 
Group
 
AG
 
or
 
(ii) shares,
 
securities,
 
participation
 
securities
 
or
 
other
obligations
 
(other than
 
Tier 1
 
Shares) issued
 
by a
 
subsidiary of
 
UBS Group
 
AG and
 
having
 
the
benefit of
 
a guarantee,
 
credit support
 
agreement or
 
similar undertaking
 
of UBS
 
Group AG,
 
each
of
 
which
 
shares,
 
securities,
 
participation
 
securities
 
or
 
other
 
obligations
 
described
 
in
 
clauses (i)
and
 
(ii)
 
of
 
this
 
definition
 
qualify,
 
or
 
are
 
issued
 
in
 
respect
 
of
 
a
 
security
 
that
 
qualifies,
 
as
 
Tier 1
Capital
 
of
 
the
 
Group
 
and/or
 
UBS
 
Group
 
AG
 
(without
 
regard
 
to
 
quantitative
 
limits
 
on
 
such
capital) on a consolidated (
Finanzgruppe
) or on an unconsolidated (
Einzelinstitut
) basis.
"
Tier
 
1
 
Shares
"
 
means all
 
classes of share
 
capital and
 
participation certificates
 
(if any) of UBS
Group AG
 
or any
 
subsidiary of
 
UBS Group
 
AG that
 
qualify as
 
common equity
 
tier 1 capital
 
of
the Group
 
and/or UBS
 
Group AG
 
under National
 
Regulations on
 
a consolidated
 
(
Finanzgruppe
)
or on an unconsolidated (
Einzelinstitut
) basis.
"
Trigger
 
Breach Determination Date
" has the meaning assigned to such term in subclause (i) of
Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
CET1 Ratio
" means, as of any Publication
 
Date, (i) the sum of (x) the CET1 Capital
 
as
of
 
the
 
relevant
 
Balance
 
Sheet
 
Date
 
and
 
(y) the
 
Higher-Trigger
 
Amount
 
as
 
of
 
such
 
Publication
Date,
 
divided
 
by
 
(ii) the
 
BIS
 
Risk
 
Weighted
 
Assets
 
as
 
of
 
the
 
relevant
 
Balance
 
Sheet
 
Date,
expressed as a percentage
.
"
Trigger
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 7(a)
(
Trigger Event and Viability
 
Event – Trigger Event
).
"
Trigger Event Conversion
 
Date
" has the meaning assigned to such term in subclause (i) of
Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
Event Notice
" has the meaning assigned to such term in subclause (i)
 
of Condition 7(b)
(
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
Event Notice Date
" means an Ordinary Trigger
 
Event Notice Date or an
 
Extraordinary
Trigger Event Notice Date, as the case may be.
"
US
" or "
United States
" means the
 
United States of
 
America (including
 
the States and the
 
District
of Columbia), its territories, its possessions and other areas subject to its jurisdiction.
"
USD
" means United States dollars.
"
Viability
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 7(c)
(
Trigger Event and Viability
 
Event – Viability
 
Event
).
"
Viability
 
Event
 
Conversion
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 7(c) (
Trigger Event and Viability
 
Event – Viability Event
).
15
"
Viability
 
Event
 
Notice
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 7(c) (
Trigger Event and Viability
 
Event – Viability Event
).
"
Volume
 
Weighted
 
Average
 
Price
" means,
 
in respect
 
of an
 
Ordinary
 
Share or
 
other Security
 
on
any
 
dealing
 
day,
 
the order
 
book
 
volume-weighted
 
average price
 
(rounded
 
to
 
the
 
same
 
number
 
of
decimal places
 
as the
 
initial Conversion
 
Price) of
 
an Ordinary
 
Share or
 
such other
 
Security,
 
as the
case may
 
be, published
 
on or
 
by or
 
derived from
 
(i) in the
 
case of
 
an Ordinary
 
Share, the
 
relevant
Bloomberg
 
page,
 
or
 
(ii) in
 
the
 
case
 
of
 
a
 
Security
 
other
 
than
 
Ordinary
 
Shares,
 
the
 
principal
 
stock
exchange or securities
 
market on which such
 
Security is then listed
 
or quoted or dealt
 
in, if any,
 
or,
in the
 
case of
 
each of
 
clauses (i) and
 
(ii), such
 
other source
 
as an
 
Independent Adviser
 
determines
to be
 
appropriate,
 
on such
 
dealing day,
provided
 
that if
 
on any
 
such dealing
 
day such
 
price is
 
not
available
 
or
 
cannot
 
otherwise
 
be
 
determined
 
as
 
provided
 
above,
 
the
 
Volume
 
Weighted
 
Average
Price of
 
an Ordinary
 
Share or
 
such other
 
Security,
 
as the
 
case may
 
be, in
 
respect of
 
such dealing
day
 
shall be
 
(i) the
 
Volume
 
Weighted
 
Average
 
Price, determined
 
as provided
 
above, on
 
the most
recently preceding
 
dealing day on
 
which the same
 
can be so
 
determined, or (ii)
 
determined in such
other manner as an Independent Adviser determines to be appropriate
 
.
2.
AMOUNT AND DENOMINATION
 
;
 
FORM AND TRANSFER
(a)
Amount and denomination
The initial aggregate principal
 
amount of the Notes will
 
be SGD 500,000,000. The
 
Notes
will
 
be
 
issued
 
to
 
Holders
 
in
 
minimum
 
denominations
 
of
 
SGD 250,000
 
and
 
integral
multiples of SGD 250,000 in
 
excess thereof. The Notes may
 
be held and transferred only
in
 
minimum
 
denominations
 
of
 
SGD 250,000
 
and
 
integral
 
multiples
 
of
 
SGD 250,000
 
in
excess thereof.
(b)
Form and transfer
The
 
Notes
 
are
 
issued
 
in
 
uncertificated
 
form
 
as
 
uncertificated
 
securities
 
(
einfache
Wertrechte
)
 
in
 
accordance
 
with
 
article 973c
 
of
 
the
 
Swiss
 
Code.
 
The
 
uncertificated
securities (
einfache Wertrechte
) will be created by the Issuer by means of a registration in
its
 
register
 
of
 
uncertificated
 
securities
 
(
Wertrechtebuch
).
 
Such
 
uncertificated
 
securities
will
 
then
 
be
 
entered
 
into
 
the
 
main
 
register
 
(
Hauptregister
)
 
of
 
SIX
 
SIS
 
or
 
any
 
other
intermediary
 
(
Verwahrungsstelle
)
 
in
 
Switzerland
 
recognised
 
for
 
such
 
purposes
 
by
 
SIX
Swiss Exchange Ltd (SIX SIS or any
 
such other intermediary, the "
Intermediary
"). Once
the
 
uncertificated
 
securities
 
are
 
registered
 
in
 
the
 
main
 
register
 
(
Hauptregister
)
 
of
 
the
Intermediary and entered
 
into the accounts
 
of one or
 
more participants of
 
the Intermediary,
the Notes will constitute
 
intermediated securities (
Bucheffekten
) within the meaning
 
of the
FISA ("
Intermediated Securities
").
So long
 
as the
 
Notes are
 
Intermediated Securities,
 
the Notes
 
may only
 
be transferred
 
by
the entry of the transferred Notes in a securities account of the transferee, as set out in the
provisions of the FISA.
The
 
records of
 
the Intermediary
 
will determine
 
the number
 
of Notes
 
held
 
through each
participant in the Intermediary.
Neither the Issuer
 
nor any Holder
 
nor any other
 
Person will at any
 
time have the
 
right to
effect
 
or
 
demand
 
the
 
conversion
 
of
 
the
 
Notes
 
into,
 
or
 
the
 
delivery
 
of,
 
a
 
global
 
note
(
Globalurkunde
) or individually certificated securities (
Wertpapiere
).
3.
RESERVED
4.
STATUS
 
AND SUBORDINATION
(a)
Status
The Notes constitute direct, unsecured and subordinated obligations of the
 
Issuer and rank
pari passu
and without
 
any preference
 
among
 
themselves. The
 
rights and
 
claims of
 
the
Holders against
 
the Issuer under
 
the Notes are
 
subordinated as described
 
in clause (b)
 
of
this Condition 4.
16
(b)
Subordination
In
 
the
 
event
 
of
 
(i) a
 
Bankruptcy
 
Event
 
or
 
(ii) an
 
order
 
being
 
made,
 
or
 
an
 
effective
resolution being passed, for the liquidation or winding-up
 
of the Issuer (except, in any such
case,
 
a
 
solvent
 
liquidation
 
or
 
winding-up
 
of
 
the
 
Issuer
 
solely
 
for
 
purposes
 
of
 
a
reorganisation, reconstruction
 
or amalgamation
 
of the Issuer
 
or the substitution
 
in place of
the
 
Issuer
 
of
 
a
 
successor
 
in
 
business
 
to
 
the
 
Issuer,
 
the
 
terms
 
of
 
which
 
reorganisation,
reconstruction, amalgamation
 
or substitution (x)
 
have previously been
 
approved by a
 
valid
resolution of the Holders
 
and (y) do not provide that
 
the Notes shall become redeemable
 
in
accordance with these Terms
 
and Conditions),
(i)
if
 
such
 
event
 
occurs
 
prior
 
to
 
the
 
occurrence
 
of
 
a
 
Trigger
 
Event
 
or
 
a
Viability
 
Event, the
 
rights and
 
claims of
 
the Holders
 
against the
 
Issuer
in
 
respect
 
of
 
or
 
arising
 
under
 
(including,
 
without
 
limitation,
 
any
damages
 
awarded
 
for
 
breach
 
of
 
any
 
obligation
 
under)
 
the
 
Notes
 
will,
subject
 
to
 
any
 
obligations
 
that
 
are
 
mandatorily
 
preferred
 
by
 
law,
 
rank
(A) junior to
 
the rights
 
and claims
 
of all
 
holders of
 
Senior Obligations,
(B)
pari
 
passu
 
with
 
the
 
rights
 
and
 
claims
 
of
 
holders
 
of
 
Parity
Obligations, and
 
(C) senior to the
 
rights and claims
 
of holders of
 
Junior
Obligations;
provided
,
however
,
 
that,
 
if
 
a
 
Trigger
 
Event
 
or
 
a
 
Viability
Event subsequently
 
occurs while
 
such Bankruptcy
 
Event or
 
liquidation
or winding-up,
 
as the
 
case may
 
be, is
 
continuing, the
 
rights and
 
claims
of the
 
Holders against
 
the Issuer
 
in respect
 
of the
 
delivery of
 
Ordinary
Shares
 
in
 
accordance
 
with
 
Condition 8
 
(
Conversion
)
 
will
 
rank
 
as
 
set
forth in subclause (ii) below; or
(ii)
if such
 
event occurs
 
on or
 
after the
 
occurrence of
 
a Trigger
 
Event or
 
a
Viability
 
Event, the
 
rights and
 
claims of
 
the Holders
 
against the
 
Issuer
in
 
respect
 
of
 
the
 
delivery
 
of
 
Ordinary
 
Shares
 
in
 
accordance
 
with
Condition 8
 
(
Conversion
)
 
will rank
 
(A) junior
 
to
 
the
 
rights
 
and
 
claims
of all
 
holders of
 
Senior Obligations,
 
(B) junior to
 
the rights
 
and claims
of holders
 
of Parity
 
Obligations, and
 
(C)
pari passu
 
with the
 
rights and
claims of holders of Junior Obligations
.
(c)
Claims subject to a Conversion
Any
 
claim
 
of
 
any
 
Holder
 
in
 
respect
 
of
 
or
 
arising
 
under
 
the
 
Notes
 
(including,
 
without
limitation,
 
any
 
claim
 
in
 
relation
 
to
 
any
 
unsatisfied
 
payment
 
obligation
 
of
 
the
 
Issuer
subject to enforcement
 
by any Holder
 
pursuant to Condition
 
12 (
Events of Default
) or in
relation
 
to
 
the
 
occurrence
 
of
 
any
 
other
 
Event
 
of
 
Default)
 
will
 
be
 
subject
 
to,
 
and
superseded
 
by,
 
Condition 8
 
(
Conversion
),
 
irrespective
 
of
 
whether
 
the
 
relevant
 
Trigger
Event or Viability
 
Event, as applicable, has occurred,
 
or, in the case
 
of a Viability
 
Event,
the relevant
 
Viability
 
Event Notice has
 
been given, prior
 
to or after
 
the occurrence of
 
an
Event of Default or any other event.
5.
INTEREST
(a)
Interest Payment Dates
(i)
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (h)
 
of
 
this
 
Condition 5,
 
the
Notes will
 
bear
 
interest on
 
their principal
 
amount
 
(A) from
 
(and
 
including)
 
the
Issue Date
 
to (but
 
excluding) the
 
First Call Date,
 
at the
 
Fixed Interest
 
Rate, and
(B) thereafter, at the applicable Reset Interest Rate.
(ii)
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (i)
 
of
 
this Condition
 
5,
 
interest
on
 
the
 
Notes
 
will
 
be
 
payable
 
semi-annually
 
in
 
arrear
 
on
 
21
 
June
 
and
 
21
December of each year (each, an "
Interest Payment
 
Date
"), commencing on 21
December 2024.
(b)
Determination
 
of
 
the
 
Reference
 
Rate,
 
the
 
Reset
 
Interest
 
Rate
 
and
 
the
 
Reset
 
Interest
Amount in relation to each Reset Interest
 
Period
With
 
respect to
 
each Reset
 
Interest Period
 
and subject
 
to clause (c)
 
of this
 
Condition 5,
the Calculation
 
Agent will,
 
as soon
 
as practicable
 
after the
 
Relevant Time
 
on the
 
Reset
 
17
Determination
 
Date
 
in
 
relation
 
to
 
such
 
Reset
 
Interest
 
Period,
 
determine
 
the
 
Reference
Rate and
 
the Reset
 
Interest Rate
 
for such
 
Reset Interest
 
Period and
 
calculate the
 
amount
of
 
interest
 
payable
 
per Calculation
 
Amount
 
on the
 
Interest
 
Payment
 
Date
 
in
 
relation
 
to
each
 
Interest
 
Period
 
falling
 
in
 
such
 
Reset
 
Interest
 
Period
 
(each,
 
a
 
"
Reset
 
Interest
Amount
").
(c)
Benchmark replacement
If
 
the
 
Issuer
 
(in
 
consultation
 
with
 
the
 
Calculation
 
Agent)
 
determines
 
prior
 
to
 
any
 
Reset
Determination
 
Date
 
that
 
(x) the rate
 
referred
 
to in
 
clause (a)
 
of
 
the definition
 
of the
 
term
"Reference
 
Rate"
 
(the
 
"
Existing
 
Benchmark
 
Rate
")
 
has
 
been
 
discontinued
 
or
 
(y) there
has
 
been
 
a
 
public
 
statement
 
or
 
publication
 
of
 
information
 
by
 
the
 
administrator
 
of
 
the
Existing Benchmark
 
Rate (or
 
any component
 
thereof) or
 
the regulatory
 
supervisor for
 
the
administrator of the
 
Existing Benchmark Rate
 
(or any component
 
thereof) announcing that
the
 
Existing
 
Benchmark
 
Rate
 
(or
 
such
 
component)
 
is
 
no
 
longer
 
representative,
 
then
 
the
following provisions shall apply (subject to the subsequent operation
 
of this clause (c)):
(i)
the Issuer shall
 
use reasonable endeavours
 
to appoint an Independent
 
Adviser to
determine
 
in
 
the
 
Independent
 
Adviser's
 
discretion,
 
in
 
accordance
 
with
subclause (iv)
 
below,
 
an
 
alternative
 
rate
 
to
 
the
 
Existing
 
Benchmark
 
Rate
 
(the
"
Alternative Benchmark
 
Rate
") no later
 
than three Business
 
Days prior
 
to the
Reset Determination
 
Date relating
 
to the
 
next succeeding
 
Reset Interest
 
Period
(such Business Day,
 
the "
Independent Adviser
 
Determination Cut-off
 
Date
",
and
 
such
 
next
 
succeeding
 
Reset
 
Interest
 
Period,
 
the
 
"
Affected
 
Reset
 
Interest
Period
")
 
for
 
purposes
 
of
 
determining
 
the
 
Reference
 
Rate
 
in
 
respect
 
of
 
the
Affected Reset Interest Period and all Reset Interest Periods thereafter
;
(ii)
if
 
prior
 
to
 
the
 
Independent
 
Adviser
 
Determination
 
Cut-off
 
Date
 
the
 
Issuer
 
is
unable to appoint an
 
Independent Adviser or the
 
Independent Adviser appointed
by
 
the
 
Issuer
 
fails
 
to
 
determine
 
an
 
Alternative
 
Benchmark
 
Rate
 
in
 
accordance
with subclause (iv)
 
below,
 
then the
 
Issuer (in
 
consultation
 
with the
 
Calculation
Agent) may determine in its discretion, in accordance with
 
subclause (iv) below,
the Alternative Benchmark Rate
 
for purposes of determining the
 
Reference Rate
in
 
respect
 
of
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
and
 
all
 
Reset
 
Interest
 
Periods
thereafter;
(iii)
if subclause (ii) above
 
applies and the Issuer
 
is unable or unwilling
 
to determine
the Alternative
 
Benchmark Rate
 
prior to
 
the Reset
 
Determination
 
Date relating
to
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
in
 
accordance
 
with
 
subclause (iv)
 
below,
the Reference Rate in
 
respect of the Affected
 
Reset Interest Period will
 
be equal
to
 
the
 
Reference
 
Rate
 
in
 
respect
 
of
 
the
 
immediately
 
preceding
 
Reset
 
Interest
Period (or,
 
if there is
 
no preceding Reset
 
Interest Period, the
 
Reset Interest Rate
applicable
 
to
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
will
 
be
 
equal
 
to
 
the
 
Fixed
Interest
 
Rate);
provided
,
however
,
 
that,
 
if
 
this
 
subclause (iii)
 
applies
 
to
 
the
Affected
 
Reset Interest
 
Period,
 
the Reset
 
Interest
 
Rate for
 
all succeeding
 
Reset
Interest Periods
 
will be
 
the Reset
 
Interest Rate
 
applicable to
 
the Affected
 
Reset
Interest
 
Period
 
as
 
determined
 
in
 
accordance
 
with
 
this
 
subclause (iii)
 
unless
(A) the
 
Issuer,
 
in
 
its
 
sole
 
discretion,
 
elects
 
to
 
determine
 
an
 
Alternative
Benchmark Rate
 
in respect of
 
any such succeeding
 
Reset Interest Period
 
and all
Reset Interest Periods
 
thereafter in
 
accordance with
 
the processes set
 
out in this
clause (c), and (B) an Alternative Benchmark Rate is so determined;
(iv)
in
the case
 
of any
 
determination of
 
an Alternative
 
Benchmark Rate
 
pursuant to
subclause (i) or (ii) above, such Alternative Benchmark
 
Rate will be such rate as
the
 
Independent
 
Adviser
 
or
 
the
 
Issuer
 
(in
 
consultation
 
with
 
the
 
Calculation
Agent),
 
as
 
applicable,
 
determines
 
in
 
its
 
reasonable
 
discretion
 
has
 
replaced
 
the
Existing
 
Benchmark
 
Rate
 
in
 
customary
 
market
 
usage,
 
or,
 
if
 
the
 
Independent
Adviser or
 
the Issuer,
 
as applicable,
 
determines in
 
its reasonable
 
discretion that
there is no such rate,
 
such other rate as the Independent
 
Adviser or the Issuer (in
consultation with
 
the Calculation
 
Agent) determines
 
in its
 
reasonable discretion
is most comparable to the Existing Benchmark Rate; and
 
18
(v)
if
 
the
 
Independent
 
Adviser
 
or the
 
Issuer determines
 
an Alternative
 
Benchmark
Rate in accordance with the above provisions of this clause (c),
(A)
the
 
Independent
 
Adviser
 
(in
 
the
 
case
 
of
 
subclause (2)
 
below,
 
in
consultation
 
with
 
the
 
Issuer)
 
or,
 
following
 
consultation
 
with
 
the
Calculation Agent,
 
the Issuer
 
(as the
 
case may
 
be) shall
 
also determine
in
 
its
 
reasonable
 
discretion
 
(1) the
 
method
 
for
 
obtaining
 
such
Alternative
 
Benchmark
 
Rate,
 
including
 
the
 
page
 
on
 
or
 
source
 
from
which
 
such
 
Alternative
 
Benchmark
 
Rate
 
appears
 
or
 
is
 
obtained
 
(the
"
Alternative
 
Reference
 
Rate
 
Page
"),
 
and
 
the
 
time
 
at
 
which
 
such
Alternative
 
Benchmark
 
Rate
 
appears
 
on,
 
or
 
is
 
obtained
 
from,
 
the
Alternative
 
Reference
 
Rate
 
Page
 
(the
 
"
Alternative
 
Relevant
 
Time
"),
(2) whether
 
to
 
apply
 
an
 
Adjustment
 
Spread
 
to
 
such
 
Alternative
Benchmark
 
Rate and,
 
if so,
 
the Adjustment
 
Spread, which
 
Adjustment
Spread
 
must
 
be
 
recognised
 
or
 
acknowledged
 
as
 
being
 
in
 
customary
market
 
usage
 
in
 
international
 
debt
 
capital
 
markets
 
transactions
 
that
reference
 
the
 
Existing
 
Benchmark
 
Rate,
 
where
 
such
 
rate
 
has
 
been
replaced
 
by
 
such
 
Alternative
 
Benchmark
 
Rate,
 
and
 
(3) any
 
alternative
method
 
for
 
determining
 
the
 
Reference
 
Rate
 
if
 
such
 
Alternative
Benchmark
 
Rate
 
is
 
unavailable
 
on
 
the
 
relevant
 
Reset
 
Determination
Date, which alternative
 
method shall be
 
consistent with any
 
Alternative
Benchmark Rate that has broad market support;
(B)
for
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
and
 
all
 
Reset
 
Interest
 
Periods
thereafter,
 
(1) clause (a) of
 
the definition
 
of the
 
term "Reference
 
Rate"
shall
 
be
 
amended
 
pursuant
 
to
 
clause (c)
 
of
 
Condition 13
 
(
Meetings
 
of
Holders;
 
Substitution
 
and
 
Amendment
)
 
to
 
give
 
effect
 
to
 
the
determination described
 
in subclause (A)(1)
 
above and
 
any Adjustment
Spread
 
determined
 
pursuant
 
to
 
subclause (A)(2)
 
above,
 
and
(2) clause (b)
 
of
 
the
 
definition
 
of
 
the
 
term
 
"Reference
 
Rate"
 
shall
 
be
amended
 
pursuant
 
to clause
 
(c) of
 
Condition 13
 
(
Meetings of
 
Holders;
Substitution
 
and
 
Amendment
)
 
to
 
give
 
effect
 
to
 
the
 
determination
described in subclause (A)(3) above
;
(C)
references
 
to the
 
Reference
 
Rate Page
 
and
 
the
 
Relevant Time
 
in
 
these
Terms
 
and
 
Conditions
 
will
 
be
 
deemed
 
to
 
be
 
references
 
to
 
the
Alternative
 
Reference
 
Rate
 
Page
 
and
 
the
 
Alternative
 
Relevant
 
Time,
respectively;
(D)
if
 
any
 
changes
 
to
 
the
 
definitions
 
of
 
the
 
terms
 
"Business
 
Day",
 
"Day
Count Fraction", "Payment
 
Business Day" and/or
 
"Reset Determination
Date" are necessary in order
 
to implement the amendments described
 
in
subclause (B)
 
above,
 
such
 
definitions
 
shall
 
be
 
amended
 
pursuant
 
to
clause (c)
 
of
 
Condition 13
 
(
Meetings
 
of
 
Holders;
 
Substitution
 
and
Amendment
) to reflect such changes; and
(E)
the Issuer
 
shall promptly
 
give notice
 
to the
 
Holders in
 
accordance with
Condition 14
 
(
Notices
)
 
specifying
 
such
 
Alternative
 
Benchmark
 
Rate
(including
 
any
 
Adjustment
 
Spread
 
determined
 
pursuant
 
to
subclause (A)(2) above
 
and any
 
alternative method
 
for determining
 
the
Reference
 
Rate
 
described
 
in
 
subclause (A)(3)
 
above),
 
the
 
Alternative
Reference
 
Rate
 
Page,
 
the
 
Alternative
 
Relevant
 
Time,
 
and
 
any
amendments
 
implemented
 
pursuant
 
to
 
clause (c)
 
of
 
Condition 13
(
Meetings
 
of
 
Holders;
 
Substitution
 
and
 
Amendment
)
 
as
 
described
 
in
subclauses (B) and (D) above.
Any
 
determination
 
that
 
is
 
made
 
by
 
an
 
Independent
 
Adviser
 
or
 
by
 
the
 
Issuer
 
for
 
purposes
 
of
 
this
clause (c) will be made in good faith and in a commercially reasonable manner.
(d)
Publication of Reset Interest Rate and interest amount
 
payable upon redemption
With respect to each Reset Interest Period, as soon as practicable after such determination
but in
 
any event
 
no later
 
than the
 
relevant Reset
 
Date, the
 
Calculation Agent
 
will cause
19
(i) the relevant Reset Interest
 
Rate and the relevant
 
Reset Interest Amount determined
 
by
it,
 
together
 
with
 
the
 
Interest
 
Payment
 
Date
 
in
 
relation
 
to
 
each Interest
 
Period
 
falling
 
in
such Reset Interest
 
Period, to be
 
notified to the
 
Issuer and the
 
Paying Agents and
 
(ii) the
relevant
 
Reset
 
Interest
 
Rate
 
determined
 
by
 
it
 
to
 
be
 
notified
 
to
 
any
 
stock
 
exchange
 
or
other
 
relevant
 
authority
 
on
 
which
 
the
 
Notes
 
are
 
at
 
the
 
relevant
 
time
 
listed
 
and
 
to
 
be
published in accordance with Condition 14 (
Notices
).
The
 
Calculation
 
Agent
 
shall calculate
 
any
 
interest
 
amount
 
payable
 
on
 
any
 
Redemption
Date
 
(if
 
the
 
Notes
 
are
 
to
 
be
 
redeemed
 
pursuant
 
to
 
Condition 6
 
(
Redemption
 
and
Purchase
)) and cause such interest amount
 
to be notified to Issuer and the Paying
 
Agents
and
 
to
 
any
 
stock
 
exchange
 
or
 
other
 
relevant
 
authority
 
on
 
which
 
the
 
Notes
 
are
 
at
 
the
relevant
 
time
 
listed
 
and
 
to
 
be
 
published
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
no
later than two Business Days prior to such Redemption Date.
(e)
Calculation of amount of interest payable per Calculation Amount
Subject to Condition 8 (
Conversion
) and clause (i) of this Condition 5:
(i)
the
 
amount
 
of
 
interest
 
payable
 
per
 
Calculation
 
Amount
 
on
 
each
 
Interest
Payment Date falling on or before the First Call Date will be calculated by:
(A)
applying the Fixed Interest Rate to the
 
Calculation Amount;
(B)
multiplying the product thereof by the Day Count
 
Fraction; and
(C)
rounding
 
the
 
resulting
 
figure
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
rounded upwards); and
(ii)
if interest is required to be paid in respect of a Note on any other date (including,
for
 
the
 
avoidance
 
of
 
doubt,
 
the
 
Reset
 
Interest
 
Amount),
 
the
 
amount
 
of
 
interest
payable per Calculation Amount on such date will be calculated by:
(A)
applying the applicable Interest Rate to the Calculation Amount;
(B)
multiplying the product thereof by the Day Count Fraction; and
(C)
rounding
 
the
 
resulting
 
figure
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
rounded upwards).
(f)
Calculation of amount of interest payable per Note
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (i)
 
of
 
this
 
Condition 5,
 
the
 
amount
 
of
interest payable in respect of a Note will be the product of:
(i)
the amount of interest per Calculation Amount; and
(ii)
the number by
 
which the Calculation
 
Amount is required
 
to be multiplied to
 
equal
the denomination of such Note.
(g)
Notifications, etc. to be final
All
 
notifications,
 
opinions,
 
determinations,
 
certificates,
 
calculations,
 
quotations
 
and
decisions
 
given,
 
expressed, made
 
or
 
obtained
 
for purposes
 
of this
 
Condition 5,
 
whether
by
 
the
 
Reset
 
Reference
 
Banks
 
(or
 
any
 
of
 
them)
 
or
 
the
 
Calculation
 
Agent
 
or
 
the
Independent Adviser,
 
will (in the
 
absence of wilful
 
default, bad faith
 
and manifest error)
be binding on the Issuer, the
 
Agents and the Holders and (in the absence of wilful
 
default
and bad
 
faith) no
 
liability to
 
the Issuer
 
or the
 
Holders will
 
attach to
 
the Reset
 
Reference
Banks (or any
 
of them), the
 
Calculation Agent or
 
the Independent Adviser
 
in connection
with the exercise or non-exercise by the Calculation Agent or the Independent
 
Adviser of
its powers, duties and discretions under this Condition 5.
20
(h)
Accrual of interest in the case of redemption or a Trigger
 
Event or a Viability Event
(i)
Subject to Condition 8 (
Conversion
), if the Notes are
 
to be redeemed pursuant
 
to
Condition 6(b)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
at
 
the
 
option
 
of
 
the
Issuer
),
 
Condition 6(c)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
due
 
to
 
a
 
Tax
Event
)
 
or
 
Condition 6(d)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
due
 
to
 
a
Regulatory
 
Event
),
 
interest
 
on
 
the
 
Notes
 
will
 
accrue
 
to
 
(but
 
excluding)
 
the
relevant
 
Redemption
 
Date,
 
and will
 
cease
 
to
 
accrue
 
on such
 
Redemption
 
Date;
provided
,
however
,
 
that
 
if
 
the
 
payment
 
with
 
respect
 
to
 
any
 
Note
 
is
 
improperly
withheld
 
or
 
refused
 
on
 
such
 
Redemption
 
Date,
 
interest
 
will
 
continue
 
to
 
accrue
on
 
the
 
principal
 
amount
 
of
 
such
 
Note
 
(both
 
before
 
and
 
after
 
judgment)
 
at
 
the
relevant Interest Rate to the Relevant Date.
(ii)
Upon
 
the
 
occurrence
 
of
 
a
 
Trigger
 
Event
 
or
 
a
 
Viability
 
Event,
 
interest
 
on
 
the
Notes will
 
cease to
 
accrue from
 
(and including)
 
the date
 
on which
 
such Trigger
Event or Viability Event
 
occurs.
(i)
Cancellation of interest; prohibited interest
(i)
The Issuer
 
may,
 
in its
 
sole discretion,
 
elect to
 
cancel all
 
or part
 
of any
 
payment
of
 
interest
 
on
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
 
related
Additional
 
Amounts)
 
that
 
is
 
otherwise
 
scheduled
 
to
 
be
 
paid
 
on
 
an
 
Interest
Payment
 
Date.
 
This
 
subclause (i)(i)
 
is
 
without
 
prejudice
 
to
 
the
 
provisions
 
of
subclause (i)(ii)
 
of this
 
Condition 5. Non-payment
 
of any
 
amount of
 
interest by
the Issuer
 
to the Principal
 
Paying Agent
 
will constitute
 
evidence of
 
cancellation
of the relevant payment,
 
whether or not notice of
 
cancellation has been given
 
by
the Issuer.
If practicable,
 
the Issuer
 
shall provide
 
notice of
 
any
 
cancellation of
 
interest (in
whole or in part) pursuant to this subclause (i)(i) to the Holders on or prior
 
to the
relevant
 
Interest
 
Payment
 
Date.
 
If
 
practicable,
 
the
 
Issuer
 
shall
 
endeavour
 
to
provide
 
such
 
notice
 
at
 
least
 
five
 
Business
 
Days
 
prior
 
to
 
the
 
relevant
 
Interest
Payment
 
Date.
 
Failure
 
to
 
provide
 
such
 
notice
 
will
 
not
 
have
 
any
 
impact
 
on
 
the
effectiveness
 
of,
 
or
 
otherwise
 
invalidate,
 
any
 
such
 
cancellation
 
of
 
interest,
 
or
give Holders any rights as a result of such failure.
(ii)
The Issuer
 
will be
 
prohibited from
 
making, in
 
whole or
 
in part,
 
any payment
 
of
interest
 
on
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
 
related
Additional Amounts)
 
on the
 
relevant Interest
 
Payment Date
 
if and
 
to the
 
extent
that:
(A)
the amount
 
of
 
Distributable
 
Items
 
as
 
at
 
such
 
Interest
 
Payment
 
Date
 
is
less
 
than
 
the
 
sum
 
of
 
(1) the
 
amount
 
of
 
such
 
interest
 
payment,
 
plus
(2) all other
 
payments (other
 
than redemption
 
payments) made
 
by UBS
Group
 
AG
 
on
 
or
 
in
 
respect
 
of
 
the
 
Notes
 
or
 
any
 
Parity
 
Obligations
 
or
Junior
 
Obligations
 
since
 
the
 
balance
 
sheet
 
date
 
of
 
the
 
Relevant
Accounts and prior to such
 
Interest Payment Date, plus (3)
 
all payments
(other than
 
redemption payments)
 
payable by
 
UBS Group
 
AG on
 
such
Interest
 
Payment
 
Date
 
on
 
or
 
in
 
respect
 
of
 
any
 
Parity
 
Obligations
 
or
Junior
 
Obligations,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (1),
 
(2)
 
and
 
(3),
excluding
 
any
 
portion
 
of
 
such
 
payments
 
already
 
accounted
 
for
 
in
determining the amount of such Distributable Items; and/or
(B)
UBS
 
Group
 
AG
 
is
 
not,
 
or
 
will
 
not
 
immediately
 
after
 
the
 
relevant
payment
 
of
 
interest
 
be,
 
in
 
compliance
 
with
 
all
 
applicable
 
minimum
capital
 
adequacy
 
requirements
 
of
 
the
 
National
 
Regulations
 
on
 
a
consolidated (
Finanzgruppe
) basis
 
(for the
 
avoidance of
 
doubt, it
 
being
understood
 
that such
 
minimum
 
requirements
 
will reflect
 
any
 
reduction
in
 
such
 
requirements
 
granted
 
by
 
FINMA
 
to
 
the
 
Group
 
pursuant
 
to
 
the
Capital Adequacy Ordinance); and/or
21
(C)
FINMA has required the Issuer not to make such interest payment.
The Issuer
 
shall deliver
 
a certificate
 
signed by
 
the Authorised
 
Signatories to
 
the
Principal
 
Paying
 
Agent
 
and
 
shall
 
give
 
notice
 
in
 
accordance
 
with
 
Condition 14
(
Notices
)
 
to
 
the
 
Holders,
 
in
 
each
 
case
 
as
 
soon
 
as
 
practicable
 
following
 
any
determination
 
that
 
interest
 
is
 
required
 
to
 
be
 
cancelled
 
pursuant
 
to
 
this
subclause (i)(ii)
 
or,
 
where
 
no
 
such
 
prior
 
determination
 
is
 
made,
 
promptly
following any Interest
 
Payment Date on
 
which interest was scheduled
 
to be paid
if
 
such
 
interest
 
is
 
being
 
cancelled
 
in
 
accordance
 
with
 
this
 
subclause (i)(ii),
 
to
such effect
 
setting out
 
brief details
 
as to
 
the amount
 
of interest
 
being cancelled
and
 
the
 
reason
 
therefor.
 
Failure
 
to
 
provide
 
such
 
certificate
 
and
 
notice
 
will
 
not
have
 
any
 
impact
 
on
 
the
 
effectiveness
 
of,
 
or
 
otherwise
 
invalidate,
 
any
 
such
cancellation or give any Holder any rights as a result of such failure.
(iii)
If, on
 
any Interest
 
Payment Date,
 
any payment
 
of interest
 
scheduled to
 
be made
on such date is not made in full pursuant
 
to subclause (i)(i) or subclause (i)(ii)
 
of
this Condition 5, UBS Group AG shall not, directly or indirectly,
(A)
recommend
 
to
 
Shareholders
 
that
 
any
 
dividend
 
or
 
other
 
distribution
 
in
cash
 
or in
 
kind
 
(other
 
than
 
in the
 
form
 
of
 
Ordinary
 
Shares) be
 
paid
 
or
made on any Ordinary Shares; or
(B)
redeem, purchase or otherwise acquire any
 
Ordinary Shares other than as
a Permitted Transaction,
in
 
each
 
case
 
unless
 
and
 
until
 
(x) the
 
interest
 
payment
 
due
 
and
 
payable
 
on
 
the
Notes
 
on
 
any
 
subsequent
 
Interest
 
Payment
 
Date
 
has
 
been
 
paid
 
in
 
full
 
(or
 
an
amount equal
 
to the
 
same has
 
been paid
 
in full
 
to a
 
designated third
 
party trust
account for
 
the benefit
 
of the
 
Holders prior
 
to payment
 
by the
 
trustee thereof to
the
 
Holders
 
on
 
such
 
subsequent
 
Interest
 
Payment
 
Date)
 
or,
 
if
 
earlier,
 
(y) all
outstanding
 
Notes
 
have
 
been
 
cancelled
 
in
 
accordance
 
with
 
these
 
Terms
 
and
Conditions.
(iv)
Payments of interest on the Notes are not cumulative. Notwithstanding
 
any other
provision
 
in
 
these
 
Terms
 
and
 
Conditions,
 
the
 
cancellation
 
or
 
non-payment
 
of
any interest
 
amount by
 
virtue of
 
this Condition 5(i)
 
will not
 
constitute a
 
default
for any purpose (including, without
 
limitation, Condition 12 (
Events of Default
))
on
 
the
 
part
 
of
 
the
 
Issuer.
 
Any
 
interest
 
payment
 
not
 
paid
 
by
 
virtue
 
of
 
this
Condition 5(i)
 
will
 
not
 
accumulate
 
or
 
be
 
payable
 
at
 
any
 
time
 
thereafter,
 
and
Holders will have no right thereto.
(v)
If UBS Group AG determines, after
 
consultation with FINMA, that the Notes do
not,
 
or
 
will
 
cease
 
to,
 
fully
 
qualify
 
as
 
Additional
 
Tier 1
 
Capital,
 
(A) the
 
Issuer
shall
 
not,
 
to
 
the
 
extent
 
permitted
 
under
 
National
 
Regulations,
 
exercise
 
its
discretion
 
pursuant
 
to subclause (i)(i)
 
of this
 
Condition 5
 
to cancel
 
any interest
payments
 
due
 
on
 
the
 
Notes
 
on
 
any
 
Interest
 
Payment
 
Date
 
following
 
the
occurrence
 
of
 
such
 
determination,
 
and
 
(B) the
 
Issuer
 
shall
 
give
 
notice
 
to
 
the
Holders
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
as soon
 
as practicable
 
after
such
 
determination
 
stating
 
that the
 
Issuer
 
may
 
no longer
 
exercise
 
its discretion
pursuant
 
to
 
subclause (i)(i)
 
of
 
this
 
Condition 5
 
to
 
cancel
 
any
 
interest
 
payments
as from the date of such notice.
6.
REDEMPTION AND PURCHASE
(a)
No fixed redemption date
The Notes are
 
perpetual securities in
 
respect of
 
which there
 
is no fixed
 
redemption date.
Unless
 
previously
 
redeemed
 
(including
 
by
 
way
 
of
 
Conversion
 
pursuant
 
to
 
Condition 8
(
Conversion
))
 
or
 
purchased
 
and
 
cancelled
 
in
 
accordance
 
with
 
this
 
Condition 6
 
and
subject to
 
Condition 8 (
Conversion
), the
 
Notes are
 
perpetual and
 
may only
 
be redeemed
or purchased in accordance with this Condition 6.
22
(b)
Redemption at the option of the Issuer
Subject
 
to
 
clause (e)
 
of
 
this
 
Condition 6,
 
the
 
Issuer
 
may
 
elect,
 
in
 
its
 
sole
 
discretion,
 
to
redeem
 
the
 
Notes,
 
in
 
whole
 
but
 
not
 
in
 
part,
 
on
 
the
 
First
 
Call
 
Date
 
or
 
any
 
Interest
Payment
 
Date thereafter
 
at their
 
aggregate
 
principal amount,
 
together
 
with any
 
accrued
and unpaid interest thereon to (but excluding) the relevant Redemption
 
Date.
(c)
Redemption due to a Tax
 
Event
(i)
Subject to
 
clause (e) of
 
this Condition 6,
 
upon the
 
occurrence of
 
a Tax
 
Event at
any
 
time
 
after
 
the
 
Issue
 
Date,
 
the
 
Issuer
 
may
 
elect,
 
in
 
its
 
sole
 
discretion,
 
to
redeem the
 
Notes, in
 
whole but
 
not in
 
part, on
 
the relevant
 
Redemption Date
 
at
their aggregate
 
principal amount,
 
together with
 
any accrued
 
and unpaid
 
interest
thereon to (but excluding) such Redemption Date.
(ii)
A "
Tax
 
Event
" will
 
have occurred
 
if the
 
Issuer in
 
making any
 
payments on
 
the
Notes
 
(A) has
 
paid,
 
or
 
will
 
or
 
would
 
on
 
the
 
next
 
payment
 
date
 
be
 
required
 
to
pay,
 
Additional Amounts,
 
or (B) has
 
paid, or
 
will or
 
would be
 
required
 
to pay,
any additional
 
Tax
 
in respect of
 
the Notes, in
 
the case of
 
each of subclauses (A)
and
 
(B),
 
under
 
the
 
laws
 
or
 
regulations
 
of
 
a
 
Tax
 
Jurisdiction
 
or
 
any
 
political
subdivision
 
thereof or
 
any authority
 
of or
 
in a
 
Tax
 
Jurisdiction or
 
any political
subdivision thereof having the power
 
to impose, levy,
 
collect, withhold or assess
Taxes,
 
including, without
 
limitation, any
 
treaty to
 
which a
 
Tax
 
Jurisdiction is
 
a
party,
 
or
 
any
 
generally
 
published
 
application
 
or
 
interpretation
 
of
 
such
 
laws
(including, without
 
limitation, a
 
decision of
 
any court
 
or tribunal,
 
any generally
published application or interpretation of such laws by
 
any relevant tax authority
or
 
any
 
generally
 
published
 
pronouncement
 
by
 
any
 
relevant
 
tax
 
authority),
 
and
the Issuer cannot avoid the foregoing by taking
 
measures reasonably available to
it.
(d)
Redemption due to a Regulatory Event
(i)
Subject
 
to
 
clause (e)
 
of
 
this
 
Condition 6,
 
upon
 
the
 
occurrence
 
of
 
a
 
Regulatory
Event at any time after the Issue Date, the Issuer may elect,
 
in its sole discretion,
to redeem
 
the Notes,
 
in whole
 
but not
 
in part,
 
on the
 
relevant Redemption
 
Date
at
 
their
 
aggregate
 
principal
 
amount,
 
together
 
with
 
any
 
accrued
 
and
 
unpaid
interest thereon to (but excluding) such Redemption Date.
(ii)
A
 
"
Regulatory
 
Event
"
 
will
 
have
 
occurred
 
if
 
any
 
of
 
the
 
Notes
 
ceases
 
to
 
be
eligible in full
 
to be (A) treated
 
as Additional Tier
 
1 Capital, and/or
 
(B) counted
towards either the Going-Concern
 
LR Requirement or the
 
Going-Concern RWA
Requirement (or both).
(e)
Conditions for redemption
(i)
If the
 
Issuer elects
 
to redeem
 
the Notes
 
pursuant
 
to clause (b),
 
(c) or
 
(d) of
 
this
Condition 6, then the
 
Issuer shall give
 
the Holders not
 
less than 15
 
and not more
than
 
60 days'
 
prior
 
notice
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
(a
"
Redemption
 
Notice
"),
 
which
 
notice
 
shall,
 
subject
 
to
 
subclauses (ii)
 
and
 
(iii)
below,
 
be irrevocable
 
and specify
 
(x) the clause
 
of this
 
Condition 6 pursuant
 
to
which the redemption is to be made, and (y) the date (which date, in
 
the case of a
redemption pursuant
 
to clause (c)
 
or (d)
 
of this
 
Condition 6, shall
 
be a
 
Payment
Business Day) on which the Issuer will redeem the Notes pursuant to such
 
clause
of this Condition 6 (such specified date, the "
Redemption Date
").
(ii)
The
 
Issuer
 
may
 
only
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
clause (b)
 
or
 
(c)
 
of
 
this
Condition 6
 
on
 
the
 
relevant
 
Redemption
 
Date
 
if
 
FINMA
 
has
 
approved
 
such
redemption
 
on
 
or
 
prior
 
to
 
such
 
Redemption
 
Date,
 
if
 
such
 
approval
 
is
 
then
required under applicable Swiss laws and regulations.
(iii)
The Issuer may only redeem the Notes pursuant
 
to any clause of this Condition 6
on
 
the
 
relevant
 
Redemption
 
Date
 
if
 
no
 
Trigger
 
Event
 
or
 
Viability
 
Event
 
has
occurred prior to such Redemption Date.
23
(iv)
If
 
the
 
Issuer
 
elects
 
to
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
clause (c)
 
or
 
(d)
 
of
 
this
Condition 6, then
 
prior to
 
the publication
 
of the
 
Redemption Notice
 
pursuant to
subclause (i) above,
 
the Issuer
 
shall deliver
 
to the
 
Principal Paying
 
Agent (A) a
certificate
 
signed
 
by
 
the
 
Authorised
 
Signatories
 
stating
 
that
 
the
 
relevant
requirement
 
or circumstance
 
giving
 
rise
 
to
 
the right
 
to redeem
 
under
 
clause (c)
or (d), as
 
applicable, of this
 
Condition 6 is satisfied
 
and the reasons
 
therefor and
such
 
certificate
 
will
 
be
 
conclusive
 
and
 
binding
 
on
 
the
 
Holders,
 
and
 
(B) in
 
the
case of
 
a redemption
 
pursuant to
 
clause (c) of
 
this Condition 6
 
only,
 
an opinion
of
 
independent
 
legal
 
advisers
 
of
 
recognised
 
standing
 
to
 
the
 
effect
 
that
circumstances
 
entitling
 
the
 
Issuer
 
to
 
exercise
 
its
 
right
 
of
 
redemption
 
under
clause (c) of this Condition 6 have arisen.
(f)
Purchases
The Issuer or
 
any other
 
member of the
 
Group or any
 
of their respective
 
affiliates may
 
at
any
 
time
 
purchase
 
Notes
 
at
 
any
 
price
 
in
 
the
 
open
 
market
 
or
 
otherwise,
provided
that
(i) such
 
purchase
 
complies
 
with
 
any
 
limits
 
or
 
conditions
 
to
 
which
 
any
 
member
 
of
 
the
Group
 
is
 
subject
 
under
 
applicable
 
banking
 
laws
 
and
 
regulations
 
at
 
the
 
time
 
of
 
such
purchase,
 
(ii) other
 
than
 
in
 
the
 
case
 
of
 
purchases
 
made
 
in connection
 
with
 
stabilisation
measures in compliance
 
with applicable law or
 
in connection with
 
any market making
 
in
the Notes,
 
FINMA has
 
approved such
 
purchase (if
 
such approval
 
is then
 
required under
applicable Swiss laws and
 
regulations) on or prior
 
to the date
 
of such purchase, and
 
(iii) no
Trigger
 
Event
 
or
 
Viability
 
Event
 
has
 
occurred
 
prior
 
to
 
the
 
date
 
of
 
such
 
purchase.
 
Any
Notes so purchased may, at the option of the Issuer, be held, reissued, resold or cancelled.
(g)
Cancellation
All
 
Notes
 
redeemed
 
in
 
accordance
 
with
 
this
 
Condition 6
 
or
 
by
 
way
 
of
 
Conversion
pursuant
 
to
 
Condition 8
 
(
Conversion
)
 
will
 
be
 
cancelled
 
and
 
may
 
not
 
be
 
reissued
 
or
resold;
provided
,
however
,
 
that,
 
in
 
the
 
case
 
of
 
Notes
 
redeemed
 
by
 
way
 
of
 
Conversion,
the
 
Issuer
 
will
 
not
 
take
 
any
 
action
 
to
 
cause
 
such
 
Notes
 
to
 
be
 
removed
 
from
 
the
 
main
register (
Hauptregister
) of
 
the Intermediary
 
prior to
 
the later
 
of (i) the
 
Conversion Date
and
 
(ii) the
 
date
 
on
 
which
 
the
 
relevant
 
Ordinary
 
Shares
 
and/or
 
cash
 
proceeds
 
to
 
be
delivered
 
by the
 
Settlement
 
Share Depository
 
or the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
as
the case may be, to
 
the relevant Holders pursuant
 
to Condition 8 (
Conversion
) have been
delivered.
(h)
Redemption of other instruments
For the avoidance
 
of doubt,
 
it is understood
 
that, if, upon
 
the occurrence
 
of a Tax
 
Event
or
 
a
 
Regulatory
 
Event,
 
the
 
Issuer
 
does
 
not
 
elect
 
to
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
this
Condition 6,
 
nothing
 
in
 
this
 
Condition 6
 
or
 
any
 
other
 
provision
 
of
 
these
 
Terms
 
and
Conditions
 
will
 
prohibit
 
the
 
Issuer
 
from
 
redeeming
 
(whether
 
early,
 
at
 
maturity
 
or
otherwise)
 
any
 
other
 
instruments
 
issued
 
by
 
any
 
member
 
of
 
the
 
Group
 
pursuant
 
to
 
the
terms thereof.
7.
TRIGGER EVENT AND VIABILITY EVENT
(a)
Trigger Event
(i)
Upon the occurrence of a Trigger Event, a Conversion
 
will occur on the applicable
Trigger Event Conversion Date in accordance with
 
Condition 8 (
Conversion
).
(ii)
A
 
"
Trigger
 
Event
"
 
will
 
have
 
occurred
 
if
 
the
 
Issuer
 
gives
 
the
 
Holders
 
a
 
Trigger
Event Notice in accordance with clause (b) of this Condition 7.
(b)
Trigger Event Notice
(i)
If,
 
with
 
respect
 
to
 
any
 
Publication
 
Date,
 
the
 
Trigger
 
CET1 Ratio
 
as
 
of
 
such
Publication
 
Date
 
is
 
less
 
than
 
the
 
Threshold
 
Ratio,
 
the
 
Issuer
 
shall,
 
subject
 
to
subclauses (ii)
 
and (iii)
 
below,
 
give
 
a notice
 
(a "
Trigger
 
Event
 
Notice
") to
 
the
Holders
 
in accordance
 
with Condition
 
14 (
Notices
) (x) if
 
such Publication
 
Date
is
 
an
 
Ordinary
 
Publication
 
Date,
 
within
 
five
 
Business
 
Days
 
of
 
such
 
Ordinary
24
Publication Date (such
 
fifth Business Day,
 
the "
Trigger
 
Breach Determination
Date
",
 
and
 
the
 
date
 
of
 
such
 
notice,
 
the
 
"
Ordinary
 
Trigger
 
Event
 
Notice
Date
"), and (y) if such Publication
 
Date is an Extraordinary Publication
 
Date, on
such
 
Extraordinary
 
Publication
 
Date
 
(the
 
"
Extraordinary
 
Trigger
 
Event
Notice Date
"), which notice shall:
(A)
state
 
that
 
the
 
Trigger
 
CET1 Ratio
 
as
 
of
 
such
 
Publication
 
Date
 
is
 
less
than the Threshold Ratio, and a Conversion will take place;
(B)
specify
 
the
 
date
 
on
 
which
 
the
 
Conversion
 
will
 
take
 
place,
 
which
 
date
shall,
 
subject
 
to
 
postponement
 
pursuant
 
to
 
subclause (ii)
 
below,
 
be
 
no
more than
 
20 Business Days
 
after the
 
date of
 
such notice
 
(the "
Trigger
Event Conversion Date
");
(C)
specify the Conversion
 
Price in effect on
 
the date of such
 
Trigger Event
Notice; and
(D)
specify
 
the
 
details
 
of
 
the
 
arrangement
 
for
 
the
 
settlement
 
of
 
the
Conversion
 
(including
 
whether
 
or
 
not
 
the
 
Issuer
 
will
 
appoint
 
a
Settlement
 
Shares
 
Offer
 
Agent
 
to
 
conduct
 
a
 
Settlement
 
Shares
 
Offer
and, if the Settlement Share Depository is not SIX SIS, the details of
 
the
Settlement Share Depository).
(ii)
If a Trigger
 
Event Notice is required
 
to be given pursuant to
 
subclause (i) above,
and
 
on
 
the
 
relevant
 
Publication
 
Date
 
any
 
Higher-Trigger
 
Contingent
 
Capital
 
is
outstanding
 
with
 
respect
 
to
 
which
 
either
 
(x) no
 
Higher-Trigger
 
Write-
down/Conversion Notice
 
has been
 
given prior
 
to the
 
Trigger
 
Event Notice
 
Date
or
 
(y) a
 
Higher-Trigger
 
Write-down/Conversion
 
Notice
 
has been
 
given
 
prior
 
to
the
 
Trigger
 
Event
 
Notice
 
Date,
 
but
 
the
 
Trigger
 
Event
 
Conversion
 
Date
 
is
scheduled to
 
occur prior
 
to the
 
relevant Higher-Trigger
 
Write-down/Conversion
Date,
(A)
in
 
the
 
case
 
of
 
subclause (x)
 
above,
 
the
 
giving
 
of
 
such
 
Trigger
 
Event
Notice
 
will
 
be
 
postponed
 
until
 
the
 
date
 
on
 
which
 
a
 
Higher-Trigger
Write-down/Conversion
 
Notice has
 
been given
 
with respect
 
to all
 
such
outstanding
 
Higher-Trigger
 
Contingent
 
Capital
 
and
 
such
 
date
 
will
 
be
deemed to be the Trigger Event Notice Date; and
(B)
in
 
the
 
case
 
of
 
subclauses (x)
 
and
 
(y)
 
above,
 
if
 
the
 
Trigger
 
Event
Conversion
 
Date
 
is
 
scheduled
 
to
 
occur
 
prior
 
to
 
the
 
Higher-Trigger
Write-down/Conversion
 
Date (or,
 
in the
 
case of
 
more than
 
one Higher-
Trigger
 
Write-down/Conversion
 
Date, the
 
latest Higher
 
-Trigger
 
Write-
down/Conversion
 
Date),
 
the
 
Trigger
 
Event
 
Conversion
 
Date
 
will
 
be
postponed
 
to
 
the
 
Higher-Trigger
 
Write-down/Conversion
 
Date
 
(or
 
the
latest
 
Higher-Trigger
 
Write-down/Conversion
 
Date,
 
as
 
applicable)
 
and
such postponement shall be specified in such Trigger
 
Event Notice.
(iii)
If
 
(A) a
 
Trigger
 
Event
 
Notice
 
is
 
required
 
to
 
be
 
given
 
pursuant
 
to
 
subclause (i)
above in
 
relation to
 
an Ordinary
 
Publication Date,
 
and (B) prior
 
to the
 
earlier of
the
 
Ordinary
 
Trigger
 
Event
 
Notice Date
 
and
 
the
 
Trigger
 
Breach
 
Determination
Date, FINMA,
 
upon the
 
request of
 
UBS Group
 
AG, has agreed
 
in writing
 
that a
Conversion
 
is
 
not
 
required
 
as
 
a
 
result
 
of
 
actions
 
taken
 
by
 
the
 
Group
 
or
circumstances
 
or
 
events,
 
in
 
each
 
case,
 
that
 
have
 
had,
 
or
 
imminently
 
will
 
have,
the
 
effect
 
of restoring
 
the CET1
 
Ratio
 
as of
 
the
 
Balance
 
Sheet
 
Date
 
relating
 
to
the
 
relevant
 
Ordinary
 
Publication
 
Date,
 
after
 
giving
 
pro
 
forma
 
effect
 
to
 
such
actions,
 
circumstances
 
or
 
events,
 
to
 
a
 
level
 
above
 
the
 
Threshold
 
Ratio
 
that
FINMA
 
and
 
UBS
 
Group
 
AG
 
deem,
 
in
 
their
 
sole
 
discretion,
 
to
 
be
 
adequate
 
at
such
 
time,
 
(x) the
 
Issuer
 
shall
 
not
 
give
 
such
 
Trigger
 
Event
 
Notice
 
pursuant
 
to
subclause (i)
 
above
 
in
 
relation
 
to
 
the
 
relevant
 
Ordinary
 
Publication
 
Date,
 
and
(y) the Issuer
 
shall give
 
notice to
 
the Holders
 
on or
 
prior to
 
the Trigger
 
Breach
Determination
 
Date
 
in
 
accordance
 
with
 
Condition 14
 
(Notices),
 
which
 
notice
shall
 
state
 
that
 
no
 
Conversion
 
will
 
occur
 
in
 
relation
 
to
 
the
 
relevant
 
Ordinary
Publication Date.
25
(c)
Viability Event
(i)
Subject to clause (e)
 
of this
 
Condition 7, upon the
 
occurrence of a
 
Viability Event:
(A)
the Issuer shall
 
give notice
 
(a "
Viability
 
Event Notice
") to the
 
Holders
in accordance
 
with Condition 14
 
(
Notices
) within three
 
days of the
 
date
on which such Viability Event occurred,
 
which notice shall:
(1)
state that
 
a Viability
 
Event has
 
occurred and
 
a Conversion
 
will
take place;
(2)
specify
the date on which the Conversion will take place, which
date
 
shall
 
be
 
no
 
more
 
than
 
20 Business
 
Days
 
following
 
the
occurrence
 
of
 
the
 
Viability
 
Event
 
(the
 
"
Viability
 
Event
Conversion Date
");
(3)
specify
 
the
 
Conversion
 
Price
 
in
 
effect
 
on
 
the
 
date
 
of
 
such
Viability Event Notice; and
(4)
specify the
 
details of
 
the arrangements
 
for the settlement
 
of the
Conversion
 
(including,
 
if
 
the
 
Settlement
 
Share
 
Depository
 
is
not
 
SIX
 
SIS,
 
the
 
details
 
of
 
the
 
Settlement
 
Share
 
Depository);
and
(B)
a
 
Conversion
 
will
 
occur
 
on
 
the
 
applicable
 
Viability
 
Event
 
Conversion
Date in accordance with Condition 8 (
Conversion
).
(ii)
A "
Viability Event
" will have occurred
 
if prior to
 
an Alternative Loss Absorption
Date (if any):
(A)
FINMA has notified
 
UBS Group AG
 
in writing that
 
it has determined
 
a
conversion or write-down,
 
as applicable, of holders' claims
 
in respect of
the
 
Notes
 
and
 
all
 
other
 
capital
 
instruments
 
issued
 
by,
 
or
 
other
 
capital
obligations
 
(whether
 
qualifying
 
fully
 
or
 
partially
 
for
 
capital
 
treatment)
of,
 
any
 
member
 
of
 
the
 
Group
 
that,
 
pursuant
 
to
 
their
 
terms
 
or
 
by
operation
 
of law,
 
are capable
 
of being
 
converted into
 
equity or
 
written
down
 
at
 
that
 
time,
 
is,
 
because
 
customary
 
measures
 
to
 
improve
 
the
Group Holding
 
Company's capital
 
adequacy
 
are at
 
the time
 
inadequate
or
 
infeasible,
 
an
 
essential
 
requirement
 
to
 
prevent
 
the
 
Group
 
Holding
Company from
 
becoming insolvent,
 
bankrupt, unable
 
to pay
 
a material
part of its debts as they fall due or unable to carry on its business; or
(B)
customary
 
measures
 
to improve
 
the
 
Group
 
Holding
 
Company's capital
adequacy being
 
at the time
 
inadequate or infeasible,
 
the Group Holding
Company has
 
received an
 
irrevocable commitment
 
of direct
 
or indirect
extraordinary
 
support
 
from
 
the
 
Public
 
Sector
 
(beyond
 
customary
transactions
 
and
 
arrangements
 
in
 
the
 
ordinary
 
course)
 
that
 
has,
 
or
imminently
 
will
 
have,
 
the
 
effect
 
of
 
improving
 
the
 
Group
 
Holding
Company's capital adequacy
 
and without which,
 
in the determination
 
of
(and
 
as
 
notified
 
in
 
writing
 
by)
 
FINMA,
 
the
 
Group
 
Holding
 
Company
would
 
have
 
become
 
insolvent,
 
bankrupt,
 
unable
 
to
 
pay
 
a material
 
part
of its debts as they fall due or unable to carry on its business.
For
 
the
 
avoidance
 
of
 
doubt,
 
it
 
is
 
understood
 
that
 
a
 
Viability
 
Event
 
may
 
occur
irrespective
 
of
 
whether
 
or
 
not a
 
Trigger
 
Event
 
has
 
occurred
 
or
 
whether
 
any
 
of
the conditions to the issuance of a Trigger Event
 
Notice have been met.
26
(d)
Determination of CET1 Ratio and Trigger
 
CET1 Ratio
With
 
respect to
 
any Publication
 
Date, (i) the
 
CET1 Ratio as
 
of the
 
relevant Balance
 
Sheet
Date, (ii) the
 
Trigger
 
CET1 Ratio as
 
of such
 
Publication Date
 
and (iii)
 
the components
 
of
both of the foregoing,
 
in each case, as published on
 
such Publication Date, will be
 
final for
purposes of
 
this Condition 7,
 
and any
 
revisions, restatements
 
or adjustments
 
to any
 
of the
calculations
 
described
 
in
 
subclauses (i)
 
through
 
(iii)
 
above
 
subsequently
 
published
 
will
have no effect for purposes of this Condition 7.
(e)
Alternative loss absorption
In
 
the
 
event
 
of
 
the
 
implementation
 
of
 
any
 
new,
 
or
 
amendment
 
to
 
or
 
change
 
in
 
the
interpretation of
 
any existing, laws
 
or components
 
of National
 
Regulations, in
 
each case
occurring
 
after
 
the
 
Issue
 
Date,
 
that
 
alone
 
or
 
together
 
with
 
any
 
other
 
law(s)
 
or
regulation(s)
 
has,
 
in
 
the
 
joint determination
 
of
 
UBS Group
 
AG
 
and
 
FINMA,
 
the
 
effect
that clause (c) of this Condition 7 could cease to apply
 
to the Notes without giving rise to
a Regulatory
 
Event, then
 
the Issuer
 
shall give
 
notice
 
to the
 
Holders
 
in accordance
 
with
Condition 14
 
(
Notices
)
 
no
 
later
 
than
 
five
 
Business
 
Days
 
after
 
such
 
joint
 
determination
stating
 
that
 
such
 
provisions
 
will
 
cease
 
to
 
apply
 
from
 
the
 
date
 
of
 
such
 
notice
 
(the
"
Alternative Loss Absorption
 
Date
"), and from the date of such notice, such provisions
will cease to apply to the Notes.
8.
CONVERSION
(a)
Conversion upon a Trigger Event or a Viability Event
If the Issuer has given a Trigger Event Notice or a Viability
 
Event Notice in accordance
with Condition 7 (
Trigger Event and Viability
 
Event
), then:
(i)
each Note shall,
 
subject to and
 
as provided in
 
this Condition 8, be
 
redeemed and
settled (the "
Conversion
") on the applicable Conversion Date by (x) the delivery
of new
 
fully paid
 
Ordinary Shares
 
to the
 
Settlement Share
 
Depository on
 
behalf
of the Holders, and (y) the cancellation
 
of any accrued and unpaid interest on
 
the
Notes (whether or not due and payable); and
(ii)
receipt by
 
the Settlement
 
Share Depository
 
of such
 
number of
 
Ordinary
 
Shares
as is required to satisfy in
 
full its obligation to deliver Ordinary
 
Shares in respect
of
 
the
 
Conversion
 
on
 
the
 
applicable
 
Conversion
 
Date
 
shall
 
be
 
a
 
good
 
and
complete discharge of the
 
Issuer's (and, if UBS Group AG
 
is not the Issuer, UBS
Group AG's) obligations in respect of the Notes.
In
 
the
 
case
 
of
 
the
 
Ordinary
 
Shares
 
to
 
be
 
delivered
 
upon
 
Conversion,
 
as
 
from
 
the
applicable
 
Share
 
Creation
 
Date
 
for
 
such
 
Ordinary
 
Shares,
 
there
 
is
 
no
 
provision
 
for
 
the
reconversion of such Ordinary Shares into Notes.
(b)
Recourse for Ordinary Shares
Holders
 
shall
 
have
 
recourse
 
only
 
to
 
the
 
Issuer
 
for
 
the
 
issue
 
and
 
delivery
 
of
 
Ordinary
Shares to the Settlement Share Depository
 
pursuant to these Terms
 
and Conditions. After
such delivery to the Settlement Share Depository,
 
Holders shall have recourse only to the
Settlement
 
Share
 
Depository
 
(or
 
any
 
relevant
 
intermediary)
 
for
 
the delivery
 
to
 
them
 
of
such Ordinary Shares or,
 
in the circumstances described in
 
clause (h) of this Condition 8,
any cash amounts to which such Holders are entitled under clause (h)
 
of this Condition 8.
(c)
Conversion Price and determination of number of Ordinary Shares
(i)
Upon
 
the occurrence
 
of
 
a
 
Trigger
 
Event
 
or a
 
Viability
 
Event,
 
as at
 
the
 
date on
which the
 
relevant Trigger
 
Event Notice
 
or Viability
 
Event Notice
 
is published,
each
 
Holder
 
shall
 
be deemed
 
to
 
have
 
accepted,
 
and
 
hereby
 
accepts
 
and
 
agrees,
(A) to
 
the
 
conversion
 
of
 
its
 
holding
 
of
 
Notes
 
into
 
Ordinary
 
Shares
 
at
 
the
Conversion Price provided for herein and that, where necessary under
 
Swiss law,
the
 
Settlement
 
Agent
 
shall
 
effect
 
such
 
conversion
 
on such
 
Holder's
 
behalf,
 
and
exhibit420p29i0
27
(B) that its
 
obligation to
 
pay up
 
the Ordinary
 
Shares to
 
be issued
 
shall be
 
set off
against
 
its claim
 
for
 
repayment
 
of the
 
principal
 
amount upon
 
redemption
 
of the
Notes, which
 
claim shall
 
be deemed
 
to be
 
due and
 
payable immediately
 
prior to
the time on
 
the Share Creation
 
Date when, as
 
a matter of
 
Swiss law,
 
the relevant
Ordinary
 
Shares are
 
paid
 
up. Such
 
Ordinary
 
Shares
 
shall be
 
paid
 
up
 
and
 
issued
on
 
the
 
Share
 
Creation
 
Date
 
whereupon
 
the
 
Holders
 
shall
 
cease
 
as
 
a
 
matter
 
of
Swiss
 
law
 
to
 
be
 
treated
 
for
 
all
 
purposes
 
under
 
Swiss
 
law
 
as
 
Holders
 
and
 
shall
instead
 
as
 
of
 
such
 
date
 
be
 
treated
 
for
 
all
 
purposes
 
under
 
Swiss
 
law
 
as
Shareholders.
(ii)
Subject
 
to
 
clause (g)
 
of
 
this
 
Condition 8,
 
the
 
Issuer,
 
with
 
the
 
assistance
 
of
 
the
Settlement
 
Agent,
 
where
 
necessary
 
under
 
Swiss
 
law,
 
shall
 
issue
 
and
 
deliver
 
to
the Settlement Share Depository on the applicable Conversion
 
Date such number
of Ordinary
 
Shares in
 
respect of
 
each Holder
 
as is determined
 
by the Settlement
Agent by
 
dividing the
 
aggregate principal
 
amount of
 
Notes held by
 
such Holder
on the
 
applicable Conversion
 
Date by
 
the Conversion
 
Price in effect
 
on the date
of relevant
 
Trigger
 
Event Notice
 
or Viability
 
Event Notice,
 
as the
 
case may
 
be.
The
 
Settlement
 
Agent
 
shall
 
determine
 
such
 
number
 
of
 
Ordinary
 
Shares
 
in
accordance with this
 
subclause (ii) as soon
 
as practicable after
 
publication of the
relevant Trigger Event Notice or Viability
 
Event Notice, as applicable.
(iii)
The
 
initial
 
Conversion
 
Price
 
per
 
Ordinary
 
Share
 
in
 
respect
 
of
 
the
 
Notes
 
is
specified in the definition
 
thereof. The Conversion
 
Price is subject to
 
adjustment
to
 
(and
 
including)
 
the
 
date
 
of
 
the
 
relevant
 
Trigger
 
Event
 
Notice
 
or
 
Viability
Event Notice, as the
 
case may be, in
 
the circumstances described in
 
clause (d) of
this Condition 8.
(d)
Anti-dilution adjustment of the Conversion
 
Price
(i)
Upon the
 
occurrence
 
of
 
any
 
of
 
the
 
events
 
described
 
below
 
after
 
18
 
June
 
2024,
the Conversion Price will be adjusted by the Issuer as follows:
(A)
If there
 
is a consolidation,
 
reclassification, redesignation
 
or subdivision
in
 
relation
 
to
 
the
 
Ordinary
 
Shares
 
that
 
alters
 
the
 
number
 
of
 
Ordinary
Shares
 
in
 
issue,
 
the
 
Conversion
 
Price
 
will
 
be
 
adjusted
 
by
 
multiplying
the Conversion
 
Price in
 
force immediately
 
prior
 
to such
 
consolidation,
reclassification, redesignation or subdivision by the following fraction
 
:
where
:
A
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately
 
before
 
such
 
consolidation,
 
reclassification,
redesignation or subdivision, as the case may be; and
B
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately
 
after,
 
and
 
as
 
a
 
result
 
of,
 
such
 
consolidation,
reclassification,
 
redesignation
 
or subdivision,
 
as the
 
case may
be.
Such
 
adjustment
 
will
 
become
 
effective
 
on
 
the
 
date
 
on
 
which
 
the
consolidation, reclassification,
 
redesignation or
 
subdivision, as
 
the case
may be, takes effect.
(B)
If UBS Group AG issues any Ordinary Shares to Shareholders as a class
credited
 
as
 
fully
 
paid
 
by
 
way
 
of
 
capitalisation
 
of
 
profits
 
or
 
reserves
(including
 
any
 
share
 
premium
 
account
 
or
 
capital
 
redemption
 
reserve)
other
 
than
 
(x) where
 
any
 
such
 
Ordinary
 
Shares
 
are
 
or
 
are
 
to
 
be
 
issued
instead of the whole
 
or part of a Cash Distribution
 
that the Shareholders
would
 
or
 
could
 
otherwise
 
have
 
elected
 
to
 
receive,
 
(y) where
 
the
Shareholders
 
may
 
elect
 
to
 
receive
 
a
 
Cash
 
Distribution
 
in
 
lieu
 
of
 
such
exhibit420p29i0 exhibit420p30i0
28
Ordinary
 
Shares
 
or
 
(z) where
 
any
 
such
 
Ordinary
 
Shares
 
are
 
or
 
are
expressed
 
to
 
be
 
issued
 
in
 
lieu
 
of
 
a
 
dividend
 
(whether
 
or
 
not
 
a
 
Cash
Distribution
 
equivalent or
 
amount is
 
announced or
 
would otherwise
 
be
payable to
 
the Shareholders,
 
whether at their
 
election or
 
otherwise), the
Conversion
 
Price will
 
be adjusted
 
by multiplying
 
the Conversion
 
Price
in force immediately prior to such issue by the following fraction:
where:
A
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately before such issue; and
B
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately after such issue.
Such
 
adjustment
 
shall
 
become
 
effective
 
on
 
the
 
date
 
of
 
issue
 
of
 
such
Ordinary Shares.
(C)
If
 
UBS
 
Group
 
AG
 
makes
 
or
 
pays
 
an
 
Extraordinary
 
Distribution
 
to
Shareholders,
 
the Conversion
 
Price will
 
be adjusted
 
by multiplying
 
the
Conversion
 
Price
 
in
 
force
 
immediately
 
prior
 
to
 
the
 
Effective
 
Date
 
by
the following fraction:
where:
A
is
 
the
 
Current
 
Market
 
Price
 
of
 
one
 
Ordinary
 
Share
 
on
 
the
Effective
 
Date
 
(translated,
 
if
 
necessary,
 
into
 
the
 
Relevant
Currency at the Prevailing Rate on the Effective Date);
 
and
B
is
 
the
 
portion
 
of
 
the
 
aggregate
 
Extraordinary
 
Distribution
attributable
 
to
 
one
 
Ordinary
 
Share,
 
with
 
such
 
portion
 
being
determined
 
by
 
dividing
 
the
 
aggregate
 
Extraordinary
Distribution
 
by
 
the
 
number
 
of
 
Ordinary
 
Shares
 
entitled
 
to
receive
 
the
 
relevant
 
Extraordinary
 
Distribution.
 
If
 
the
Extraordinary
 
Distribution
 
shall
 
be
 
expressed
 
in
 
a
 
currency
other than the Relevant Currency,
 
it shall be converted into the
Relevant
 
Currency
 
at
 
the
 
Prevailing
 
Rate
 
on
 
the
 
relevant
Effective Date.
Such adjustment shall become effective on the
 
Effective Date.
For purposes
 
of this
 
subclause (C), "
Effective Date
" means (x)
 
the first
date
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
traded
 
ex-the
 
Extraordinary
Distribution
 
on
 
the
 
Relevant
 
Stock
 
Exchange
 
or
 
(y) if
 
there
 
is
 
no
Relevant
 
Stock
 
Exchange,
 
the
 
first
 
date
 
upon
 
which
 
the
 
adjusted
Conversion Price is capable of
 
being determined in accordance with
 
this
subclause (C).
(D)
If UBS Group
 
AG issues Ordinary
 
Shares to Shareholders
 
as a class
 
by
way of
 
rights or
 
UBS Group
 
AG or
 
any other
 
member of
 
the Group
 
or
(at
 
the
 
direction
 
or
 
request
 
or
 
pursuant
 
to
 
arrangements
 
with
 
UBS
Group AG
 
or any
 
other member
 
of the
 
Group) any
 
other Person
 
issues
or
 
grants
 
to
 
Shareholders
 
as
 
a
 
class
 
by
 
way
 
of
 
rights,
 
any
 
options,
warrants or other rights to
 
subscribe for or purchase Ordinary
 
Shares, or
any
 
Securities that
 
by their
 
terms of
 
issue carry
 
(directly
 
or indirectly)
rights of conversion
 
into, or exchange
 
or subscription
 
for, any
 
Ordinary
Shares (or shall grant any such rights in respect of existing Securities
exhibit420p31i0
29
so
 
issued),
 
in
 
each
 
case
 
at
 
a
 
price
 
per
 
Ordinary
 
Share
 
that
 
is
 
less
 
than
95 per
 
cent.
 
of
 
the
 
Current
 
Market
 
Price
 
per
 
Ordinary
 
Share
 
on
 
the
Effective
 
Date
 
(translated,
 
if
 
necessary,
 
into
 
the
 
Relevant
 
Currency
 
at
the Prevailing Rate
 
on the Effective
 
Date), the Conversion
 
Price will be
adjusted by multiplying the Conversion Price in force
 
immediately prior
to the Effective Date by the following fraction:
where:
A
is the number of Ordinary Shares in issue on the Effective Date;
B
is
 
the
 
number
 
of
 
Ordinary
 
Shares
 
that
 
the
 
aggregate
consideration
 
(if
 
any)
 
receivable
 
for
 
the
 
Ordinary
 
Shares
issued by
 
way of rights,
 
or for
 
the Securities
 
issued by
 
way of
rights, or
 
for the
 
options or
 
warrants or
 
other rights
 
issued by
way
 
of
 
rights
 
and
 
for
 
the
 
total
 
number
 
of
 
Ordinary
 
Shares
deliverable
 
on
 
the
 
exercise
 
thereof,
 
would
 
purchase
 
at
 
such
Current Market Price per Ordinary Share on
 
the Effective Date
(translated,
 
if
 
necessary,
 
into
 
the
 
Relevant
 
Currency
 
at
 
the
Prevailing Rate on the Effective Date); and
C
is the number of Ordinary Shares
 
to be issued or the maximum
number
 
of
 
Ordinary
 
Shares
 
that may
 
be
 
issued
 
upon
 
exercise
of such
 
options, warrants
 
or rights
 
calculated as
 
at the
 
date of
issue of such
 
options, warrants or
 
rights or upon
 
conversion or
exchange
 
or
 
exercise
 
of
 
rights
 
of
 
subscription
 
or
 
purchase
 
in
respect
 
thereof
 
at
 
the
 
initial
 
conversion,
 
exchange,
subscription or purchase price or rate, as the case may be,
provided
that, if on
 
the Effective
 
Date, such number
 
of Ordinary Shares
is to be
 
determined by reference
 
to the application
 
of a formula
 
or other
variable feature or the occurrence
 
of any event at some
 
subsequent time,
then
 
for
 
the
 
purposes
 
of
 
this subclause
 
(D),
 
"C" will
 
be
 
determined
 
by
the application
 
of such
 
formula or
 
variable feature
 
or as
 
if the
 
relevant
event
 
occurs
 
or
 
had
 
occurred
 
as
 
at
 
the
 
Effective
 
Date
 
and
 
as
 
if
 
such
conversion,
 
exchange,
 
subscription,
 
purchase
 
or
 
acquisition
 
had
 
taken
place on the Effective Date.
Such adjustment shall become effective on the Effective
 
Date.
For purposes of
 
this subclause (D),
 
"
Effective Date
" means (x)
 
the first
date
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
traded
 
ex-rights,
 
ex-options
 
or
ex-warrants
 
on
 
the
 
Relevant
 
Stock
 
Exchange
 
or
 
(y) if
 
there
 
is
 
no
Relevant
 
Stock
 
Exchange,
 
the
 
first
 
date
 
upon
 
which
 
the
 
adjusted
Conversion Price is capable of
 
being determined in accordance with
 
this
subclause (D).
For purposes
 
of any
 
calculation of
 
the consideration
 
receivable or
 
price
pursuant to this subclause (D), the following provisions shall apply:
(1)
the
 
aggregate
 
consideration
 
receivable
 
or
 
price
 
for
 
Ordinary
Shares issued for cash shall be the amount of such cash;
(2)
(x) the aggregate
 
consideration receivable
 
or price for
 
Ordinary
Shares
 
to
 
be
 
issued
 
or
 
otherwise
 
made
 
available
 
upon
 
the
conversion or
 
exchange of
 
any Securities
 
will be
 
deemed to
 
be
the
 
consideration
 
or
 
price
 
received
 
or
 
receivable
 
for
 
any
 
such
Securities
 
and
 
(y) the
 
aggregate
 
consideration
 
receivable
 
or
price
 
for
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
or
 
otherwise
 
made
30
available upon
 
the exercise of
 
rights of subscription
 
attached to
any Securities
 
or upon
 
the exercise
 
of any
 
options, warrants
 
or
rights will
 
be deemed
 
to be that
 
part (which
 
may be the
 
whole)
of
 
the
 
consideration
 
or
 
price
 
received
 
or
 
receivable
 
for
 
such
Securities or,
 
as the
 
case may
 
be, for
 
such options,
 
warrants or
rights
 
that
 
are
 
attributed
 
by
 
UBS
 
Group
 
AG
 
to
 
such
 
rights
 
of
subscription
 
or,
 
as
 
the
 
case
 
may
 
be,
 
such
 
options,
 
warrants
 
or
rights
 
or,
 
if
 
no
 
part
 
of
 
such
 
consideration
 
or
 
price
 
is
 
so
attributed, the
 
Fair Market
 
Value
 
of such
 
rights of
 
subscription
or, as
 
the case may be,
 
such options, warrants or
 
rights as at the
relevant
 
Effective
 
Date,
 
plus
 
in
 
the
 
case
 
of
 
each
 
of
subclauses (x)
 
and
 
(y)
 
above,
 
the
 
additional
 
minimum
consideration
 
receivable
 
or
 
price
 
(if
 
any)
 
upon
 
the
 
conversion
or
 
exchange
 
of
 
such
 
Securities,
 
or
 
upon
 
the
 
exercise
 
of
 
such
rights
 
or
 
subscription
 
attached
 
thereto
 
or,
 
as
 
the
 
case
 
may
 
be,
upon
 
exercise
 
of
 
such
 
options,
 
warrants
 
or
 
rights,
 
and
 
(z) the
consideration
 
receivable
 
or
 
price
 
per
 
Ordinary
 
Share
 
upon
 
the
conversion
 
or exchange
 
of, or
 
upon the
 
exercise of
 
such rights
of subscription
 
attached to,
 
such Securities
 
or,
 
as the
 
case may
be, upon the
 
exercise of such options,
 
warrants or rights
 
will be
the aggregate
 
consideration or price
 
referred to
 
in subclause (x)
or
 
(y)
 
above
 
(as
 
the
 
case
 
may
 
be),
 
divided
 
by
 
the
 
number
 
of
Ordinary Shares to be issued upon
 
such conversion or exchange
or
 
exercise
 
at
 
the
 
initial
 
conversion,
 
exchange
 
or
 
subscription
price or rate;
(3)
if
 
the
 
consideration
 
or
 
price
 
determined
 
pursuant
 
to
subclause (1)
 
or
 
(2)
 
above
 
(or
 
any
 
component
 
thereof)
 
is
expressed
 
in
 
a
 
currency
 
other
 
than
 
the
 
Relevant
 
Currency,
 
it
shall be
 
converted into
 
the Relevant
 
Currency at
 
the Prevailing
Rate on the relevant Effective
 
Date (in the case of
 
subclause (1)
above) or
 
the relevant date
 
of first public
 
announcement (in the
case of subclause (2) above);
(4)
in determining the
 
consideration or price
 
pursuant to the
 
above,
no
 
deduction
 
shall
 
be
 
made
 
for
 
any
 
commissions
 
or
 
fees
(howsoever described) or
 
any expenses paid or
 
incurred for any
underwriting,
 
placing
 
or
 
management
 
of
 
the
 
issue
 
of
 
the
relevant
 
Ordinary
 
Shares
 
or
 
Securities
 
or
 
options,
 
warrants
 
or
rights, or otherwise in connection therewith; and
(5)
the
 
consideration
 
or
 
price
 
shall
 
be
 
determined
 
as
 
provided
above
 
on
 
the
 
basis
 
of
 
the
 
consideration
 
or
 
price
 
received,
receivable,
 
paid
 
or
 
payable,
 
regardless
 
of
 
whether
 
all
 
or
 
part
thereof
 
is
 
received,
 
receivable,
 
paid
 
or
 
payable
 
by
 
or
 
to
 
UBS
Group AG or another entity.
(E)
If
 
UBS
 
Group
 
AG
 
determines,
 
in
 
its
 
sole
 
discretion,
 
that,
notwithstanding
 
subclauses (A)
 
to
 
(D)
 
above,
 
a
 
reduction
 
to
 
the
Conversion
 
Price
 
should be
 
made
 
as a
 
result
 
of one
 
or more
 
events or
circumstances not
 
referred to
 
in this
 
subclause (i) that
 
would require
 
an
adjustment
 
to
 
the
 
Conversion
 
Price
 
in
 
order
 
to
 
comply
 
with
 
Swiss
mandatory
 
law
 
on
 
the
 
protection
 
of
 
holders
 
of
 
instruments
 
that
 
may
convert
 
into
 
shares
 
issued
 
out
 
of
 
capital
 
range
 
(
Kapitalband
),
conditional
 
capital
 
(
bedingtes
 
Kapital
)
 
or
 
Conversion
 
Capital,
 
the
Conversion
 
Price
 
will
 
be
 
reduced
 
(either
 
generally
 
or
 
for
 
a
 
specified
period)
 
in
 
such manner
 
and
 
with
 
effect
 
from
 
such date
 
as UBS
 
Group
AG
 
shall
 
determine
 
and
 
the
 
Issuer
 
shall
 
notify
 
to
 
the
 
Holders
 
in
accordance with Condition 14 (
Notices
).
31
(ii)
Notwithstanding subclause (i) above:
(A)
where
(1)
the events or
 
circumstances giving rise
 
to any adjustment
 
to the
Conversion
 
Price
 
have
 
resulted
 
or
 
will
 
result
 
in
 
an
 
adjustment
to the Conversion Price; or
(2)
more
 
than
 
one
 
event
 
that
 
gives
 
rise
 
to
 
an
 
adjustment
 
to
 
the
Conversion Price occurs within such a short period of time,
that, in
 
the opinion
 
of UBS
 
Group AG,
 
a modification
 
to the
 
operation
of
 
the
 
adjustment
 
provisions
 
set
 
forth
 
in
 
this
 
clause (d)
 
is
 
required
 
to
give the intended result, such modification
 
will be made to the operation
of
 
the
 
adjustment
 
provisions
 
set
 
forth
 
in
 
this
 
clause (d)
 
as
 
may
 
be
determined
 
by
 
an Independent
 
Adviser
 
to
 
be
 
in its
 
opinion
 
appropriate
to give
 
the intended
 
result, including
 
to ensure
 
that (x) an
 
adjustment to
the
 
Conversion
 
Price
 
or
 
the
 
economic
 
effect
 
thereof
 
shall not
 
be
 
taken
into
 
account
 
more
 
than
 
once,
 
(y) the
 
economic
 
effect
 
of
 
an
Extraordinary Distribution is not taken into account
 
more than once, and
(z) to
 
reflect
 
a
 
redenomination
 
of
 
the
 
issued
 
Ordinary
 
Shares
 
for
 
the
time being into a new currency;
(B)
any
 
adjustment
 
to
 
the
 
Conversion
 
Price
 
will
 
be
 
subject
 
to
 
such
Conversion
 
Price
 
(translated,
 
if
 
necessary,
 
into
 
the
 
currency
 
in
 
which
the
 
par
 
value
 
of
 
an
 
Ordinary
 
Share
 
is
 
denominated
 
at
 
the
 
time
 
such
adjustment
 
becomes
 
effective
 
at
 
the
 
then-prevailing
 
exchange
 
rate
 
as
determined
 
by
 
the
 
Issuer)
 
not
 
being
 
less
 
than
 
the
 
par
 
value
 
of
 
an
Ordinary Share at such time;
(C)
UBS
 
Group
 
AG
 
shall
 
not
 
take
 
any
 
action,
 
and
 
shall
 
procure
 
that
 
no
action
 
is
 
taken,
 
that
 
would
 
otherwise
 
result
 
in
 
an
 
adjustment
 
to
 
the
Conversion
 
Price
 
(translated,
 
if
 
necessary,
 
into
 
the
 
currency
 
in
 
which
the par
 
value
 
of an
 
Ordinary Share
 
is denominated
 
at the
 
time of
 
such
action at the
 
then-prevailing exchange
 
rate as determined
 
by the Issuer)
to below the par value of an Ordinary Share then in effect;
(D)
if
 
any
 
doubt
 
arises
 
as
 
to
 
whether
 
an
 
adjustment
 
is
 
to
 
be
 
made
 
to
 
the
Conversion Price
 
or as
 
to the
 
appropriate adjustment
 
to the
 
Conversion
Price,
 
the
 
Issuer
 
may
 
in
 
its
 
sole
 
discretion
 
appoint
 
an
 
Independent
Adviser
 
and,
 
following
 
consultation
 
between
 
the
 
Issuer
 
and
 
such
Independent Adviser,
 
a written
 
opinion of
 
such Independent
 
Adviser in
respect
 
thereof
 
will
 
(in
 
the
 
absence
 
of
 
wilful
 
default,
 
bad
 
faith
 
and
manifest error) be conclusive and binding on the Issuer and the Holders;
(E)
no
 
adjustment
 
will
 
be
 
made
 
to
 
the
 
Conversion
 
Price
 
where
 
Ordinary
Shares
 
or
 
other
 
securities
 
(including
 
rights,
 
warrants
 
and
 
options)
 
are
issued,
 
offered,
 
exercised,
 
allotted,
 
purchased,
 
appropriated,
 
modified
or
 
granted
 
to,
 
or
 
for
 
the
 
benefit
 
of,
 
employees
 
or
 
former
 
employees
(including directors
 
holding or
 
formerly holding
 
executive office
 
or the
personal
 
service
 
company
 
of
 
any
 
such
 
person)
 
or
 
their
 
spouses
 
or
relatives,
 
in each
 
case, of
 
UBS Group
 
AG or
 
any of
 
its subsidiaries
 
or
any
 
associated
 
company
 
or
 
to
 
a
 
trustee
 
or
 
trustees
 
to
 
be
 
held
 
for
 
the
benefit
 
of
 
any
 
such
 
person,
 
in
 
any
 
such
 
case
 
pursuant
 
to
 
any
 
share
 
or
option scheme; and
(F)
on any
 
adjustment,
 
if the
 
resultant Conversion
 
Price has
 
more
 
decimal
places than
 
the initial
 
Conversion Price,
 
it will
 
be rounded
 
to the
 
same
number
 
of
 
decimal
 
places
 
as
 
the
 
initial
 
Conversion
 
Price.
 
No
adjustment will be made to the
 
Conversion Price where such adjustment
(rounded
 
down
 
if
 
applicable)
 
would
 
be
 
less
 
than
 
one
 
per
 
cent.
 
of
 
the
Conversion
 
Price
 
then
 
in
 
effect.
 
Any
 
adjustment
 
not
 
required
 
32
to be made,
 
and/or any amount by
 
which the Conversion
 
Price has been
rounded
 
down,
 
will
 
be
 
carried
 
forward
 
and
 
taken
 
into
 
account
 
in
 
any
subsequent
 
adjustment,
 
and
 
such
 
subsequent
 
adjustment
 
will
 
be
 
made
on the basis
 
that the adjustment
 
not required to
 
be made had been
 
made
at the relevant time and/or that the
 
relevant rounding down had not been
made, as the case may be.
(iii)
The
 
Issuer
 
shall
 
give
 
notice
 
of
 
any
 
adjustments
 
to
 
the
 
Conversion
 
Price
 
made
pursuant
 
to
 
this
 
clause (d)
 
to
 
the
 
Holders
 
in
 
accordance
 
with
 
Condition 14
(
Notices
) promptly after the determination thereof.
(iv)
References
 
in
 
these
 
Terms
 
and
 
Conditions
 
to
 
any
 
issue
 
or
 
offer
 
or
 
grant
 
to
Shareholders "as a
 
class" or "by way
 
of rights" shall be
 
taken to be references
 
to
an
 
issue
 
or
 
offer
 
or
 
grant
 
to
 
all
 
or
 
substantially
 
all
 
Shareholders,
 
other
 
than
Shareholders to
 
whom, by reason
 
of the laws
 
of any territory
 
or requirements of
any recognised regulatory body or
 
any other stock exchange or securities
 
market
in any territory or in connection
 
with fractional entitlements, it is determined
 
not
to make such issue or offer or grant.
(e)
Qualifying Relevant Event
(i)
Upon
 
the
 
occurrence
 
of
 
a
 
Relevant
 
Event
 
that
 
is
 
a
 
Qualifying
 
Relevant
 
Event,
then:
(A)
upon the
 
occurrence of
 
a Trigger
 
Event or
 
a Viability
 
Event where
 
the
applicable
 
Conversion
 
Date
 
falls
 
on
 
or
 
after
 
the
 
New
 
Conversion
Condition Effective Date,
(1)
the Notes
 
shall be
 
converted on
 
such Conversion
 
Date into,
 
or
be exchanged on
 
such Conversion Date for,
 
as the case may
 
be,
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity,
mutatis
 
mutandis
 
as
provided
 
in
 
accordance
 
with
 
this Condition
 
8,
 
at
 
a
 
Conversion
Price that shall be the New Conversion Price; and
(2)
the Issuer shall
 
procure the issue
 
and/or delivery of
 
the relevant
number
 
of
 
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
 
in
 
the
manner
 
provided
 
in
 
this
 
Condition 8
 
(as
 
may
 
be
 
amended
 
as
described
 
in
 
the
 
definition
 
of
 
the
 
term
 
New
 
Conversion
Condition); and
(B)
the
 
New
 
Conversion
 
Price
 
shall
 
be
 
subject
 
to
 
adjustment
 
in
 
the
circumstances
 
provided
 
in
 
this
 
Condition 8
 
for
 
the
 
adjustment
 
of
 
the
Conversion
 
Price
 
(if
 
necessary
 
with
 
such
 
amendments
 
as
 
an
Independent
 
Adviser
 
shall
 
determine
 
to
 
be
 
appropriate)
 
and
 
the
 
Issuer
shall
 
give
 
notice
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
to
 
the
Holders
 
of
 
the
 
New
 
Conversion
 
Price
 
and
 
of
 
any
 
such
 
amendments
thereafter.
(ii)
Upon the
 
occurrence of
 
a Relevant
 
Event, the
 
Issuer shall
 
give notice
 
thereof to
the Holders
 
in accordance
 
with Condition 14
 
(
Notices
) within
 
10 Business Days
following the occurrence of such Relevant Event, which notice shall:
(A)
specify the identity of the Acquiror;
(B)
specify whether
 
the Relevant Event
 
is a Qualifying
 
Relevant Event or
 
a
Non-Qualifying Relevant Event;
(C)
in the case of a Qualifying
 
Relevant Event, specify the
 
New Conversion
Price; and
(D)
if applicable, specify the New
 
Conversion Condition Effective Date.
(iii)
For
 
the
 
avoidance
 
of
 
doubt,
 
upon
 
the
 
occurrence
 
of
 
a
 
Relevant
 
Event
 
that
 
is
 
a
Non-Qualifying Relevant Event, the provisions
 
of this clause (e) shall (subject to
exhibit420p35i0
33
the subsequent
 
operation of
 
this clause (e)
 
upon the
 
occurrence of
 
a subsequent
Relevant
 
Event)
 
not
 
apply,
 
and
 
the
 
Notes
 
will
 
continue
 
to
 
be
 
convertible
 
into
Ordinary Shares
 
pursuant to
 
and in
 
accordance with
 
the other
 
provisions of
 
this
Condition 8
 
(
Conversion
),
 
if and
 
when
 
the Issuer
 
gives
 
a Trigger
 
Event
 
Notice
or a
 
Viability
 
Event Notice
 
in accordance
 
with Condition
 
7 (
Trigger
 
Event and
Viability Event
).
(iv)
For purposes of these Terms and Conditions:
"
Acquiror
" means the Person
 
(including a Governmental Entity)
 
that, following
a Relevant Event, controls UBS Group AG.
"
Approved
 
Entity"
means
 
an
 
Acquiror
 
that
 
is
 
body
 
corporate
 
that
 
is
incorporated
 
or established
 
under the
 
laws of
 
an OECD
 
member state
 
and that,
on the occurrence of the Relevant Event, has in issue Relevant Shares.
"
Governmental
 
Entity
" means
 
(x) the Swiss
 
Confederation, (y) an
 
agency of
 
the
Swiss
 
Confederation
 
or
 
(z) a
 
person
 
or
 
entity
 
(other
 
than
 
a
 
body
 
corporate)
controlled by the Swiss
 
Confederation or any
 
such agency referred to
 
in clause (y)
of
 
this
 
definition;
 
provided
,
however
,
 
that,
 
if
 
UBS
 
Group
 
AG
 
is
 
at
 
any
 
time
organised
 
in a
 
jurisdiction
 
outside of
 
Switzerland,
 
references in
 
this definition
 
to
"the
 
Swiss Confederation"
 
shall be
 
read
 
as references
 
to the
 
government
 
of such
other jurisdiction.
The
 
"
New
 
Conversion
 
Condition
"
 
shall
 
be
 
satisfied
 
in
 
respect
 
of
 
a
 
Relevant
Event
 
if,
 
by
 
no
 
later
 
than
 
seven
 
days
 
following
 
the
 
occurrence
 
of
 
such
 
Relevant
Event, (x) UBS Group
 
AG has, to the
 
satisfaction of UBS Group
 
AG, entered into
arrangements
 
with
 
the
 
Approved
 
Entity
 
that
 
provide
 
for
 
delivery
 
of
 
Relevant
Shares
 
of
 
the
 
Approved
 
Entity
 
on
 
Conversion
 
on
 
terms
mutatis
 
mutandis
 
as
provided in
 
the provisions
 
of this
 
Condition 8, and
 
(y) the Issuer
 
has entered
 
into
such
 
agreements
 
and
 
arrangements,
 
and
 
made
 
such
 
amendments
 
to
 
these
 
Terms
and
 
Conditions,
 
as
 
may
 
be
 
required
 
to
 
ensure
 
that,
 
with
 
effect
 
from
 
the
 
New
Conversion Condition Effective
 
Date, the Notes shall,
 
following the occurrence of
a
 
Trigger
 
Event
 
or
 
a
 
Viability
 
Event,
 
be
 
convertible
 
into,
 
or
 
exchangeable
 
for,
Relevant Shares of the Approved Entity,
mutatis mutandis
 
in accordance with, and
subject to, this
 
Condition 8 (as may
 
be so amended)
 
at the New
 
Conversion Price;
provided
,
however
, that, any failure
 
to enter into the
 
arrangements and agreements
and/or
 
make
 
the
 
amendments
 
described
 
in
 
clauses (x)
 
and
 
(y)
 
of
 
this
 
definition
shall
 
not
 
constitute
 
a
 
default
 
or
 
an
 
Event
 
of
 
Default
 
under
 
these
 
Terms
 
and
Conditions.
"
New
 
Conversion
 
Condition
 
Effective
 
Date
" means
 
the date
 
with effect
 
from
which the New Conversion Condition has been satisfied.
"
New Conversion
 
Price
" means,
 
in respect
 
of any
 
Conversion Date
 
falling on
 
or
after the New Conversion Condition
 
Effective Date, the amount determined
 
by the
Issuer in accordance with the following formula:
 
where:
NCP
 
is the New Conversion Price.
ECP
 
is the Conversion Price
 
in effect on
 
the last dealing day prior
to the New Conversion Condition Effective Date.
VWAPRS
 
is the average
 
of the Volume
 
Weighted
 
Average
 
Price of the
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
 
(translated,
 
if
necessary,
 
into
 
SGD
 
at
 
the
 
Prevailing
 
Rate
 
on
 
the
 
relevant
dealing day) on each of the five dealing days ending
 
34
 
on
 
the
 
last
 
dealing
 
day
 
prior
 
to
 
the
 
date
 
on
 
which
 
the
Relevant
 
Event
 
occurred
 
(and
 
where
 
references
 
in
 
the
definition
 
of
 
"Volume
 
Weighted
 
Average
 
Price"
 
to
"Ordinary
 
Shares"
 
shall
 
be
 
construed
 
as
 
a
 
reference
 
to
 
the
Relevant Shares of
 
the Approved Entity
 
and in the definition
of
 
"dealing
 
day",
 
references
 
to
 
the
 
"Relevant
 
Stock
Exchange"
 
shall
 
be
 
to
 
the
 
primary
 
Recognised
 
Stock
Exchange
 
on
 
which
 
the
 
Relevant
 
Shares
 
of
 
the
 
Approved
Entity
 
are
 
then
 
listed,
 
admitted
 
to
 
trading
 
or
 
accepted
 
for
dealing).
VWAPOS
 
is the average
 
of the Volume
 
Weighted
 
Average
 
Price of the
Ordinary
 
Shares
 
(translated,
 
if
 
necessary,
 
into
 
SGD
 
at
 
the
Prevailing
 
Rate
 
on
 
the
 
relevant
 
dealing
 
day)
 
on
 
each
 
of
 
the
five dealing
 
days ending
 
on the
 
last dealing
 
day prior
 
to the
date on which the Relevant Event occurred.
"
Non-Qualifying
 
Relevant
 
Event
"
 
means
 
a
 
Relevant
 
Event
 
that
 
is
 
not
 
a
Qualifying Relevant Event.
"
Qualifying Relevant Event
" means a Relevant
 
Event where:
(A)
the Acquiror is an Approved Entity; and
(B)
the New Conversion Condition is satisfied.
A "
Relevant
 
Event
"
 
will have
 
occurred
 
if,
 
at
 
any
 
time
 
after the
 
Issue
 
Date,
 
any
Person or Persons acting in concert acquires control of UBS Group AG (other
 
than
as
 
a
 
result
 
of
 
an
 
Exempt
 
Reorganisation).
 
For
 
the
 
purposes
 
of
 
this
 
definition
"Relevant
 
Event",
 
"
control
"
 
means
 
the
 
acquisition
 
or
 
holding
 
of
 
legal
 
or
beneficial
 
ownership
 
of
 
more than
 
95
 
per
 
cent.
 
of
 
the
 
issued
 
Ordinary
 
Shares
 
of
UBS Group
 
AG (whether
 
obtained directly
 
or indirectly
 
and whether
 
obtained by
ownership
 
of share
 
capital, contract
 
or otherwise)
 
and, as
 
a consequence
 
thereof,
the
 
Ordinary
 
Shares
 
are
 
no
 
longer
 
admitted
 
to
 
trading
 
on
 
any
 
Recognised
 
Stock
Exchange, and "
controlled
" shall be construed accordingly.
"
Relevant
 
Shares
"
 
means,
 
in
 
respect
 
of
 
an Acquiror,
 
ordinary
 
share capital
 
of
such
 
Acquiror
 
that
 
constitutes
 
equity
 
share
 
capital
 
or
 
the
 
equivalent
 
(or
depositary or
 
other receipts
 
representing the
 
same) that
 
is listed and
 
admitted to
trading on a Recognised Stock Exchange.
(f)
Procedure for settlement and delivery of Ordinary Shares on Conversion
Ordinary Shares to
 
be issued on Conversion
 
shall be delivered subject
 
to and as provided
below.
(g)
Fractions
Fractions of
 
Ordinary Shares will
 
not be issued
 
or delivered pursuant
 
to these Terms
 
and
Conditions on Conversion and no cash payment
 
will be made in lieu thereof. The number
of Ordinary
 
Shares to be
 
issued and delivered
 
to the Settlement
 
Share Depository
 
for the
benefit
 
of each
 
Holder
 
in respect
 
of a
 
Conversion
 
shall
 
be calculated
 
by the
 
Settlement
Agent on the basis of the aggregate principal amount of Notes held by
 
such Holder on the
applicable Conversion Date and rounded down, if necessary,
 
to the nearest whole number
of Ordinary Shares.
(h)
Procedure for delivery in respect of a Conversion
(i)
UBS
 
Group
 
AG,
 
with
 
the
 
assistance
 
of
 
the
 
Settlement
 
Agent
 
where
 
necessary
under
 
Swiss law,
 
shall
 
on or
 
prior
 
to the
 
applicable
 
Conversion
 
Date
 
issue and
deliver to the Settlement
 
Share Depository such number
 
of Ordinary Shares as is
35
required to satisfy
 
in full its obligation
 
to deliver Ordinary Shares
 
to the Holders
in respect
 
of the
 
Conversion on
 
the applicable
 
Conversion Date.
 
Receipt by
 
the
Settlement
 
Share
 
Depository
 
of
 
such
 
Ordinary
 
Shares
 
shall
 
be
 
a
 
good
 
and
complete discharge of the
 
Issuer's (and, if UBS Group AG
 
is not the Issuer,
 
UBS
Group AG's) obligations in respect of the Notes
.
(ii)
Subject
 
to
 
the
 
making
 
of
 
a
 
Settlement
 
Shares
 
Offer
 
and
 
as
 
otherwise
 
provided
herein,
 
the
 
Settlement
 
Agent
 
shall
 
give
 
instructions
 
to
 
the
 
Settlement
 
Share
Depository
 
for
 
the
 
relevant
 
Ordinary
 
Shares
 
to
 
be
 
delivered
 
by
 
the
 
Settlement
Share
 
Depository
 
on
 
the
 
applicable
 
Conversion
 
Date
 
to
 
the
 
Holders,
 
and
 
the
Settlement
 
Share
 
Depository
 
shall
 
take
 
such
 
actions
 
as
 
are
 
customary
 
to
 
effect
such
 
delivery
 
of
 
such
 
Ordinary
 
Shares
 
to
 
the
 
Holders
 
on
 
the
 
applicable
Conversion Date.
(iii)
In respect
 
of a Conversion
 
as a result
 
of the occurrence
 
of a Trigger
 
Event only,
following receipt by the Settlement
 
Share Depository of the Ordinary
 
Shares and
the
 
resulting
 
good
 
and complete
 
discharge
 
of the
 
Issuer's obligations
 
in respect
of
 
the
 
Notes
 
as
 
described
 
in
 
subclause (i)
 
above,
 
the
 
Issuer
 
may,
 
in
 
its
 
sole
discretion,
 
appoint
 
a
 
placement
 
agent
 
(the
 
"
Settlement
 
Shares
 
Offer
 
Agent
")
acting on
 
behalf, and
 
for the
 
accounts, of
 
the Holders
 
to conduct
 
an offering
 
of
the Ordinary
 
Shares to
 
which the
 
Holders are
 
otherwise entitled
 
(a "
Settlement
Shares Offer
"). In
 
the relevant
 
Trigger
 
Event Notice,
 
the Issuer
 
shall notify
 
the
Holders
 
whether
 
it will
 
appoint such
 
Settlement Shares
 
Offer
 
Agent
 
to conduct
such a
 
Settlement Shares
 
Offer.
 
If it
 
does so
 
appoint
 
a Settlement
 
Shares Offer
Agent,
 
it
 
will
 
instruct
 
the
 
Settlement
 
Share
 
Depository
 
to
 
deliver
 
the
 
relevant
Ordinary Shares
 
to or
 
to the
 
order of
 
the Settlement
 
Shares Offer
 
Agent for
 
this
purpose prior
 
to the
 
end of
 
the Offer
 
Settlement Period.
 
Such Settlement
 
Shares
Offer
 
shall
 
be
 
made
 
(x) in
 
the
 
currency
 
of
 
the
 
Issuer's
 
choosing
 
and
 
at
 
a
 
cash
price
 
per
 
Ordinary
 
Share
 
(such
 
price
 
translated,
 
if
 
necessary,
 
into
 
SGD
 
at
 
the
prevailing
 
exchange rate
 
on the
 
date of
 
the Trigger
 
Event Notice
 
as determined
by the
 
Issuer) equal
 
to the
 
Conversion Price
 
in effect
 
on the
 
date of
 
the Trigger
Event Notice,
 
and (y) to some
 
or, subject
 
to applicable
 
laws and
 
regulations and
to
 
such
 
an
 
offer
 
being
 
practicable
 
in
 
the
 
opinion
 
of
 
the
 
Issuer
 
in
 
the
 
Offer
Settlement
 
Period,
 
all
 
Shareholders
 
on
 
the
 
record
 
date
 
of
 
the
 
Trigger
 
Event
Notice
 
then
 
eligible
 
to
 
participate
 
in
 
such
 
offer.
 
Any
 
such
 
Settlement
 
Shares
Offer shall
 
be completed
 
no later
 
than 20 Business
 
Days after
 
the occurrence
 
of
the
 
Trigger
 
Event
 
(the
 
"
Offer
 
Settlement
 
Period
").
 
Neither
 
the
 
Issuer
 
nor
 
the
Settlement Share
 
Depository
 
shall incur
 
any liability
 
whatsoever
 
to the
 
Holders
in
 
respect
 
of
 
the
 
appointment
 
of
 
such
 
Settlement
 
Shares
 
Offer
 
Agent
 
or
 
its
conduct, save for cases of gross negligence or wilful intent.
If the Settlement Shares
 
Offer is fully
 
subscribed by or before
 
the end of the
 
Offer
Settlement
 
Period,
 
the
 
Holders
 
shall,
 
pursuant
 
to
 
the
 
agreement
 
appointing
 
the
Settlement Shares
 
Offer
 
Agent, be
 
entitled to
 
receive from
 
the Settlement
 
Shares
Offer Agent on the fifth Business Day after the end of the
 
Offer Settlement Period,
their
pro
 
rata
share of
 
the aggregate
 
cash proceeds
 
received from
 
the Settlement
Shares
 
Offer
 
(such
 
aggregate
 
cash
 
proceeds
 
translated,
 
if
 
necessary,
 
from
 
the
currency in which they
 
are denominated into SGD
 
at the then-prevailing exchange
rate
 
as
 
determined
 
by
 
the
 
Settlement
 
Shares
 
Offer
 
Agent
 
(less
 
any
 
foreign
exchange transaction
 
costs)), such
 
amount being
 
rounded to
 
the nearest
 
cent (half
a
 
cent
 
being
 
rounded
 
upwards).
 
If
 
the
 
Settlement
 
Shares
 
Offer
 
is
 
only
 
partially
subscribed
 
by
 
the
 
end
 
of
 
the
 
Offer
 
Settlement
 
Period,
 
the
 
Holders
 
shall
 
(x)
pursuant
 
to
 
the
 
agreement
 
appointing
 
the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
be
entitled
 
to
 
receive
 
from
 
the
 
Settlement
 
Shares
 
Offer
 
Agent
 
on
 
the
 
fifth
 
Business
Day
 
after
 
the
 
end
 
of
 
the
 
Offer
 
Settlement
 
Period,
 
their
 
pro
 
rata
 
share
 
of
 
the
aggregate
 
cash
 
proceeds
 
received
 
from
 
the
 
Settlement
 
Shares
 
Offer
 
(such
aggregate cash
 
proceeds translated,
 
if necessary,
 
from the
 
currency in
 
which they
are denominated
 
into SGD
 
at the
 
then-prevailing
 
exchange rate
 
as determined
 
by
the Settlement
 
Shares Offer
 
Agent (less
 
any foreign
 
exchange transaction
 
costs)),
such
 
amount
 
being
 
rounded
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
 
rounded
upwards),
 
and
 
(y) be
 
entitled
 
to
 
receive
 
their
pro
 
rata
share
 
of
 
the
 
number
 
of
36
Ordinary Shares
 
not subscribed
 
pursuant to
 
the Settlement
 
Shares Offer
 
(rounded
down
 
to
 
the
 
nearest
 
whole
 
number
 
of
 
such
 
Ordinary
 
Shares)
 
within
 
the
 
period
specified below
 
from the
 
Settlement Share
 
Depository.
 
If no
 
Ordinary Shares
 
are
subscribed in
 
the Settlement
 
Shares Offer,
 
Holders shall
 
be entitled
 
to receive
 
the
relevant
 
Ordinary
 
Shares
 
within
 
the
 
period
 
specified
 
below
 
from
 
the
 
Settlement
Share Depository.
In relation to any Ordinary Shares not sold pursuant to a
 
Settlement Shares Offer,
the Settlement Agent shall give instructions to the Settlement Shares Offer Agent
for such Ordinary Shares to be delivered by the Settlement Shares Offer Agent to
the
 
relevant
 
Holders
 
within
 
five
 
Business
 
Days
 
after
 
the
 
end
 
of
 
the
 
Offer
Settlement Period.
(i)
Taxes and duties
None of
 
the Issuer,
 
any other member
 
of the Group,
 
any Agent and
 
the Settlement Share
Depository
 
will
 
pay
 
any
 
capital,
 
stamp,
 
issue,
 
registration,
 
transfer
 
or
 
other
 
taxes
 
or
duties
 
arising
 
upon
 
Conversion
 
or
 
that
 
may
 
arise
 
or
 
be
 
paid
 
as
 
a
 
consequence
 
of
 
or
 
in
connection
 
with
 
the
 
issue
 
and
 
delivery
 
of
 
Ordinary
 
Shares
 
to
 
the
 
Settlement
 
Share
Depository
 
or to
 
any Holder.
 
A Holder
 
must pay
 
any
 
capital, stamp,
 
issue, registration,
transfer or other
 
taxes or duties arising
 
upon Conversion or
 
that may arise or
 
be paid as a
consequence of or in connection
 
with the issue and delivery of the
 
Ordinary Shares to the
Settlement Share Depository or to such Holder and
 
such Holder must pay all, if any,
 
such
taxes and duties arising
 
by reference to
 
any disposal or deemed
 
disposal of such
 
Holder's
Notes or interest
 
therein. Any capital,
 
stamp, issue, registration,
 
transfer or other
 
taxes or
duties arising on
 
delivery or transfer
 
of Ordinary Shares
 
to a purchaser
 
in any Settlement
Shares Offer shall be payable by the relevant purchaser of
 
those Ordinary Shares.
(j)
Delivery of Ordinary Shares
UBS
 
Group
 
AG,
 
with
 
the
 
assistance
 
of
 
the
 
Settlement
 
Agent
 
where
 
necessary
 
under
Swiss law,
 
will issue and
 
deliver the Ordinary
 
Shares required to
 
be issued and delivered
on Conversion to the Settlement
 
Share Depository on behalf of
 
the Holder of the relevant
Note(s).
 
Receipt
 
by the
 
Settlement Share
 
Depository
 
of such
 
Ordinary
 
Shares will
 
be
 
a
good
 
and
 
complete
 
discharge
 
of
 
the
 
Issuer's
 
obligations
 
in
 
respect
 
of
 
the
 
Notes
 
as
described in subclause (h)(i) of this Condition 8.
Such
 
Ordinary
 
Shares
 
will
 
be
 
delivered
 
to
 
Holders
 
in
 
uncertificated
 
form
 
through
 
SIX
SIS or any other appropriate settlement
 
organisations. Where such Ordinary
 
Shares are to
be delivered
 
through SIX SIS
 
or any
 
other appropriate intermediary
 
(
Verwahrungsstelle
)
in Switzerland,
 
the Settlement
 
Agent
 
shall request
 
that the
 
Settlement Share
 
Depository
deliver such
 
Ordinary Shares
 
to the
 
account(s) in
 
which the
 
relevant Note(s)
 
is/are held,
on the
 
applicable Conversion
 
Date or
 
such other
 
date as
 
is specified
 
for the
 
delivery.
 
At
the time of such delivery of
 
the Ordinary Shares, the then-valid share
 
registration rules of
UBS
 
Group
 
AG
 
will
 
apply,
 
and
 
UBS
 
Group
 
AG
 
does
 
not
 
offer
 
any
 
assurance
 
or
guarantee
 
that
 
any
 
Holder
 
will
 
be
 
accepted
 
as
 
a
 
Shareholder
 
with
 
voting
 
rights
 
in
 
the
share register of UBS Group AG.
(k)
Ordinary Shares
The
 
Ordinary
 
Shares
 
issued
 
and
 
delivered
 
on
 
Conversion
 
will
 
be
 
fully
 
paid
 
and
 
non-
assessable and
 
will in all
 
respects rank
pari passu
 
with the fully
 
paid Ordinary
 
Shares in
issue on the
 
relevant Share Creation
 
Date, except in any
 
such case for any
 
right excluded
by mandatory provisions of applicable
 
law, and
 
except that the Ordinary Shares so
 
issued
and
 
delivered
 
will not
 
rank
 
for
 
(or,
 
as the
 
case
 
may
 
be,
 
the relevant
 
Holder
 
will not
 
be
entitled to receive)
 
any rights, distributions
 
or payments the record
 
date or other due
 
date
for
 
the establishment
 
of entitlement
 
for
 
which
 
falls
 
prior
 
to the
 
relevant
 
Share Creation
Date.
37
(l)
Purchase or redemption of Ordinary Shares
UBS Group AG or any
 
of its subsidiaries may exercise such
 
rights as it may from
 
time to
time enjoy to purchase
 
or redeem or buy back
 
any shares or securities of
 
UBS Group AG
(including Ordinary Shares) or any depositary or other receipts or certificates representing
the same without the consent of Holders.
(m)
Determinations to be made by an Independent Adviser
In the
 
case of
 
any determination
 
that is
 
required to
 
be made
 
by an
 
Independent Adviser
for purposes of this
 
Condition 8, the Issuer shall
 
use reasonable endeavours to
 
appoint an
Independent
 
Adviser
 
to
 
make
 
such
 
determination;
provided
,
however
,
 
that,
notwithstanding
 
the
 
other
 
provisions
 
of
 
these
 
Terms
 
and
 
Conditions,
 
if
 
the
 
Issuer
 
is
unable to so appoint
 
an Independent Adviser
 
or the Independent Adviser
 
so appointed by
the
 
Issuer
 
fails
 
to
 
make
 
such
 
determination,
 
the
 
Issuer,
 
acting
 
in
 
good
 
faith
 
and
 
a
commercially reasonable manner,
 
will make such determination.
Any
 
determination
 
that
 
is
 
made
 
by
 
an
 
Independent
 
Adviser
 
for
 
purposes
 
of
 
this
Condition 8
 
will
 
be
 
made
 
in
 
the
 
sole
 
discretion
 
of
 
such
 
Independent
 
Adviser
 
acting
 
in
good faith and in a commercially reasonable manner.
(n)
Notifications, etc. to be final
All
 
notifications,
 
opinions,
 
determinations,
 
certificates,
 
calculations,
 
quotations
 
and
decisions
 
given,
 
expressed,
 
made
 
or
 
obtained
 
by
 
an
 
Independent
 
Adviser
 
or
 
the
Settlement Agent
 
for purposes
 
of this
 
Condition 8
 
will (in
 
the absence
 
of wilful
 
default,
bad faith and manifest error)
 
be binding on the Issuer,
 
the Agents and the Holders and
 
(in
the absence
 
of wilful
 
default and
 
bad faith)
 
no liability
 
to the
 
Issuer or
 
the Holders
 
will
attach
 
to
 
the
 
Independent
 
Adviser
 
or
 
the
 
Settlement
 
Agent
 
in
 
connection
 
with
 
the
exercise
 
or
 
non-exercise
 
by
 
the
 
Independent
 
Adviser
 
or
 
the
 
Settlement
 
Agent
 
of
 
its
powers, duties and discretions under this Condition 8.
9.
PAYMENTS;
 
AGENTS
(a)
All payments
 
required to
 
be made
 
under the
 
Notes will
 
be made
 
available in
 
good time
in
 
freely
 
disposable
 
funds
 
in
 
SGD,
 
which
 
will
 
be
 
placed
 
at
 
the
 
free
 
disposal
 
of
 
the
Principal
 
Paying
 
Agent
 
on
 
behalf
 
of
 
the
 
Holders.
 
If
 
the
 
Scheduled
 
Due
 
Date
 
for
 
any
payment (whether in
 
respect of principal,
 
interest or otherwise) in
 
respect of the
 
Notes is
not
 
a
 
Payment
 
Business
 
Day,
 
then
 
the
 
Holders
 
will
 
not
 
be
 
entitled
 
to
 
payment
 
thereof
until the first Payment Business
 
Day following the Scheduled
 
Due Date, and the Holders
will
 
not
 
be
 
entitled
 
to
 
any
 
additional
 
sum
 
in
 
relation
 
to
 
such
 
payment.
 
All
 
payments
required
 
to
 
be
 
made
 
under
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
Additional
 
Amounts)
 
shall
 
be
 
made
 
to
 
the
 
Holders
 
in
 
SGD
 
without
 
collection
 
costs,
without
 
any
 
restrictions
 
and
 
whatever
 
the
 
circumstances
 
may
 
be,
 
irrespective
 
of
nationality,
 
domicile
 
or
 
residence
 
of
 
the
 
relevant
 
Holder
 
and
 
without
 
certification,
affidavit or the fulfilment of any other formality.
(b)
The receipt
 
by the
 
Principal Paying
 
Agent of
 
the due
 
and punctual
 
payment of
 
funds in
SGD
 
will
 
release
 
the
 
Issuer
 
from
 
its
 
obligations
 
under
 
the
 
Notes
 
to
 
the
 
extent
 
of
 
such
payment.
(c)
Subject
 
to
 
clause (d)
 
of
 
this
 
Condition 9,
 
the
 
Issuer
 
reserves
 
the
 
right
 
to
 
terminate
 
the
appointment
 
of
 
any
 
Agent,
 
as
 
well
 
as
 
to
 
appoint
 
or,
 
after
 
any
 
such
 
appointment,
 
to
terminate the
 
appointment of, one
 
or more other
 
paying agents to
 
carry out any
 
payment
or other
 
similar functions
 
in respect
 
of the
 
Notes (each,
 
a "
Paying
 
Agent
", which
 
term
includes
 
the
 
Principal
 
Paying
 
Agent),
provided
 
that
 
(i) so
 
long
 
as
 
any
 
Note
 
is
outstanding, there
 
will at all
 
times be a
 
Principal Paying Agent,
 
a Calculation Agent
 
and
a
 
Settlement
 
Agent,
 
(ii) for
 
so long
 
as the
 
Notes
 
are
 
listed on
 
the
 
SIX
 
Swiss Exchange
and
 
if
 
then
 
required
 
by
 
the
 
regulations
 
of
 
the
 
SIX
 
Swiss
 
Exchange,
 
the
 
Issuer
 
shall
maintain a Paying
 
Agent in Switzerland, which
 
agent shall have an
 
office in Switzerland
and
 
be
 
a
 
bank
 
or
 
securities
 
dealer
 
subject
 
to
 
supervision
 
by
 
FINMA,
 
to
 
perform
 
the
functions of a Swiss paying agent, and (iii) any successor Calculation Agent
 
must be
 
38
a
 
leading
 
bank
 
or
 
financial
 
institution
 
that
 
is
 
experienced
 
in
 
the
 
calculations
 
and
determinations to be made by the Calculation Agent.
(d)
Any
 
appointment
 
or
 
termination
 
of
 
appointment
 
of,
 
or
 
resignation
 
by,
 
any
 
Agent
 
may
take place at any time,
provided
 
that the Issuer promptly
 
notifies the Holders of any
 
such
appointment, termination or resignation in accordance with Condition
 
14 (
Notices
).
(e)
If at any time the Calculation Agent fails to (i) determine
 
the Reference Rate or the Reset
Interest Rate or duly
 
calculate the Reset Interest
 
Amount for any Reset Interest
 
Period or
the
 
interest
 
amount
 
payable
 
on
 
the
 
relevant
 
Redemption
 
Date
 
(if
 
the
 
Notes
 
are
 
to
 
be
redeemed
 
pursuant
 
to Condition
 
6 (
Redemption
 
and Purchase
)) or
 
(ii) comply
 
with any
other requirement in
 
relation to the Notes,
 
then the Issuer will
 
terminate the appointment
of
 
the
 
Calculation
 
Agent
 
in
 
accordance
 
with
 
the
 
Agency
 
Agreement
 
and
 
appoint
 
a
successor Calculation Agent.
10.
TAXATION
(a)
All payments to
 
be made by or
 
on behalf of the
 
Issuer in respect of
 
the Notes (including,
for
 
the
 
avoidance
 
of
 
doubt,
 
payments
 
by
 
a
 
Paying
 
Agent)
 
shall
 
be
 
made
 
without
withholding
 
or
 
deduction
 
for,
 
or
 
on
 
account
 
of,
 
any
 
present
 
or
 
future
 
taxes,
 
duties,
assessments
 
or
 
other
 
government
 
charges
 
of
 
any
 
nature
 
("
Taxes
")
 
imposed,
 
levied,
collected,
 
withheld
 
or assessed
 
by or
 
on behalf
 
of any
 
Tax
 
Jurisdiction
 
or any
 
political
subdivision
 
thereof
 
or
 
any
 
authority
 
of
 
or
 
in
 
a
 
Tax
 
Jurisdiction
 
or
 
any
 
political
subdivision thereof
 
having the
 
power to
 
impose, levy,
 
collect, withhold
 
or assess
 
Taxes,
unless withholding, deduction or accounting for such Taxes
 
is required by law.
(b)
In the
 
event that
 
any payment
 
to be
 
made by
 
or on
 
behalf of
 
the Issuer
 
in respect
 
of the
Notes (including,
 
for the
 
avoidance of
 
doubt, payments
 
by a
 
Paying Agent)
 
is subject
 
to
any withholding or deduction for,
 
or on account of, any Taxes
 
by requirement of law in a
Tax
 
Jurisdiction
 
(as
 
determined
 
by
 
the
 
relevant
 
tax
 
authority
 
of
 
or
 
in
 
such
 
Tax
Jurisdiction),
 
the
 
Issuer
 
shall
 
pay
 
such
 
additional
 
amounts
 
as will
 
result
 
in
 
the
 
Holders
receiving
 
the amounts
 
that they
 
would have
 
received in
 
respect of
 
the Notes
 
if no
 
such
withholding or deduction had been required ("
Additional Amounts
").
(c)
No
 
Additional
 
Amounts
 
will
 
be
 
payable
 
pursuant
 
to
 
clause (b)
 
of
 
this
 
Condition 10
 
in
relation to any Note:
(i)
if the relevant
 
Holder is liable
 
for such Taxes
 
on such Note
 
as a result
 
of having
some connection with the relevant Tax Jurisdiction other than its mere ownership
or possession of such Note or
 
the receipt of principal or
 
interest in respect thereof;
or
(ii)
with respect to any Tax
 
collected pursuant to the provisions of,
 
or any laws or an
agreement
 
with any
 
Tax
 
Jurisdiction relating
 
to, Sections 1471
 
through 1474
 
of
the US Internal Revenue Code,
 
as amended and as may be further
 
amended from
time to time (commonly referred to as "FATCA
 
"); or
(iii)
where
 
such
 
withholding
 
or
 
deduction
 
is
 
required
 
to
 
be
 
made
 
pursuant
 
to
 
laws
enacted
 
by
 
Switzerland
 
providing
 
for
 
the
 
taxation
 
of
 
payments
 
according
 
to
principles similar
 
to those laid
 
down in the
 
draft legislation of
 
the Swiss Federal
Council
 
of
 
3 April
 
2020,
 
or
 
otherwise
 
changing
 
the
 
Swiss
 
federal
 
withholding
tax system from an
 
issuer-based system to a
 
paying agent-based system pursuant
to which a Person other than the issuer is required to withhold
 
tax on any interest
payments; or
(iv)
to the extent any combination of subclauses (i) through (iii) above applies.
(d)
Any reference in these Terms
 
and Conditions to amounts payable
 
by the Issuer in respect
of
 
the
 
Notes
 
includes
 
(i) any Additional
 
Amount
 
payable
 
pursuant
 
to
 
this Condition
 
10
and (ii) any
 
sum payable
 
pursuant to
 
an obligation
 
taken in addition
 
to or in
 
substitution
for the obligation in this Condition 10.
39
11.
STATUTE
 
OF LIMITATIONS
In accordance with Swiss law,
 
(a) claims for interest payments under the Notes will become time-
barred
 
after
 
the
 
five-year
 
period
 
and
 
(b) claims
 
for
 
the
 
repayment
 
or
 
redemption
 
of
 
Notes
 
will
become
 
time-barred
 
after
 
the
 
10-year
 
period,
 
in
 
each
 
case,
 
commencing
 
on
 
the
 
date
 
on
 
which
such payments, repayment or redemption become due and payable.
12.
EVENTS OF DEFAULT
(a)
If
 
any
 
of
 
the
 
following
 
events
 
occurs,
 
such
 
occurrence
 
will
 
constitute
 
an
 
"
Event
 
of
Default
":
(i)
the
 
Issuer
 
fails
 
to
 
pay
 
the
 
principal
 
amount
 
of
 
any
 
Note
 
if
 
and
 
when
 
the
 
same
becomes
 
due
 
and
 
payable
 
under
 
these
 
Terms
 
and
 
Conditions,
 
and
 
such
 
failure
continues unremedied for a period of 30 days; or
(ii)
the Issuer
 
fails to
 
pay
 
any interest
 
on the
 
Notes if
 
and when
 
the same
 
becomes
due
 
and
 
payable under
 
these Terms
 
and
 
Conditions,
 
and
 
such failure
 
continues
unremedied for a period of 30 days; or
(iii)
the Issuer fails to observe or perform any other covenant, condition, or agreement
contained in these Terms
 
and Conditions, and such failure
 
continues unremedied
for a period of 60 days after written
 
notice thereof from any Holder to
 
the Issuer;
or
(iv)
a Bankruptcy Event;
provided
,
however
,
 
that,
 
notwithstanding
 
subclauses (i)
 
to
 
(iv)
 
above,
 
neither
 
(A) the
opening
 
of
 
Restructuring
 
Proceedings
 
with
 
respect
 
to
 
the
 
Issuer
 
nor
 
(B) the
 
exercise
 
of
any
 
Swiss
 
Resolution
 
Power
 
with
 
respect
 
to
 
the
 
Issuer
 
during
 
any
 
such
 
Restructuring
Proceedings
 
nor
 
(C) the
 
ordering
 
of
 
any
 
Protective
 
Measures
 
with
 
respect
 
to
 
the
 
Issuer
that
 
are
 
ordered
 
or
 
confirmed
 
upon
 
the
 
opening
 
of
 
or
 
during
 
any
 
such
 
Restructuring
Proceedings will constitute a default or an Event of Default.
(b)
Upon the
 
occurrence of
 
an Event
 
of Default
 
relating to
 
any failure
 
of the
 
Issuer to
 
meet
any
 
payment
 
obligation
 
under
 
these
 
Terms
 
and
 
Conditions
 
and
 
subject
 
to
 
Condition 8
(
Conversion
),
 
(i) such
 
payment
 
obligation
 
(and
 
such
 
payment
 
obligation
 
only)
 
will
 
be
immediately
 
deemed
 
a
 
due
 
and
 
payable
 
(
fällige
)
 
payment
 
obligation
 
of
 
the
 
Issuer,
 
and
(ii) if
 
(A) the
 
relevant
 
Holder
 
has
 
formally
 
requested
 
payment
 
of
 
such
 
payment
obligation, (B) such payment
 
obligation has not
 
been fulfilled within
 
the statutory period
under
 
Swiss
 
law
 
commencing
 
after
 
the
 
date
 
of
 
such
 
formal
 
request
 
and
 
(C) a
 
writ
 
of
payment
 
(
Zahlungsbefehl
)
 
has
 
been
 
issued
 
with
 
respect
 
to
 
such
 
payment
 
obligation
pursuant
 
to the
 
DEBA, the
 
relevant Holder
 
may institute
 
proceedings against
 
the Issuer
in
 
Switzerland
 
(but
 
not
 
elsewhere)
 
to
 
enforce
 
its
 
rights
 
with
 
respect
 
to
 
such
 
payment
obligation under the DEBA
.
(c)
If
 
a
 
debt
 
collection
 
or
 
insolvency
 
proceeding
 
with
 
respect
 
to
 
the
 
Issuer
 
is
 
instituted
 
in
Switzerland
 
in
 
accordance
 
with
 
clause (b)
 
of
 
this
 
Condition 12,
 
the
 
Issuer
 
shall
 
not
(i) after
 
having
 
received
 
the
 
writ
 
of
 
payment
 
(
Zahlungsbefehl
)
 
relating
 
to
 
the
 
relevant
payment obligation,
 
argue or
 
plead that
 
such payment
 
obligation
is not
 
due and
 
payable
by the
 
Issuer,
 
or (ii) prior
 
to the
 
declaration
 
of bankruptcy
 
(or similar
 
proceeding
 
under
Swiss insolvency laws), make any payment
 
to the relevant Holder under or
 
in connection
with the Notes.
(d)
In the
 
case of
 
any Event
 
of Default
 
arising under
 
subclause (a)(iii)
 
of this
 
Condition 12
and
 
subject to
 
Condition 8
 
(
Conversion
), any
 
Holder may
 
seek specific
 
performance
 
or
damages with
 
respect to
 
such Event
 
of Default
 
pursuant to
 
the Swiss
 
Code if
 
so entitled
thereunder.
 
Any
 
such
 
damage
 
claim
 
of
 
any
 
Holder
 
will
 
rank
 
junior
 
to
 
the
 
rights
 
and
claims of all holders of Senior Obligations.
(e)
In the
 
case of
 
any Event
 
of Default
 
arising under
 
subclause (a)(iv)
 
of this
 
Condition 12
and subject to Condition 8 (
Conversion
), any Holder may,
 
by written notice to the Issuer,
40
declare
 
the principal
 
amount of
 
any of
 
its Notes,
 
together with
 
any
 
accrued and
 
unpaid
interest thereon,
 
immediately due
 
and payable,
 
without presentment,
 
demand, protest
 
or
other notice of any kind.
(f)
No
 
remedy
 
against
 
the
 
Issuer
 
other
 
than
 
those
 
described
 
in
 
this
 
Condition 12
 
will
 
be
available
 
to
 
the
 
Holders
 
in
 
connection
 
with
 
the
 
Issuer's
 
obligations
 
under
 
these
 
Terms
and
 
Conditions,
 
whether
 
for
 
the
 
recovery
 
of
 
amounts
 
owing
 
under
 
these
 
Terms
 
and
Conditions or
 
in respect of
 
any breach by
 
the Issuer of
 
any of its
 
other obligations under
these
 
Terms
 
and
 
Conditions
 
or
 
otherwise.
 
In
 
particular,
 
no
 
Holder
 
may
 
declare
 
(i) the
principal amount of any Notes
 
due and payable prior to
 
any Redemption Date, or (ii)
 
any
interest
 
on
 
any
 
Notes
 
due
 
and
 
payable
 
prior
 
to
 
the
 
relevant
 
Interest
 
Payment
 
Date,
except,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (i)
 
and
 
(ii),
 
pursuant
 
to
 
clause (e)
 
of
 
this
Condition 12.
13.
MEETINGS OF HOLDERS; SUBSTITUTION AND AMENDMENT
(a)
Except
 
as
 
otherwise
 
specified
 
in
 
this
 
Condition 13,
 
the
 
provisions
 
of
 
bondholder
meetings
 
contained
 
in
 
article 1157
 
et
 
seqq.
 
of
 
the
 
Swiss
 
Code
 
apply
 
in
 
relation
 
to
meetings of Holders.
(b)
If a
 
Tax
 
Event or
 
a Regulatory
 
Event has
 
occurred, the
 
Issuer may,
 
without the
 
consent
of the
 
Holders, either
 
substitute all,
 
but not
 
some only,
 
of the
 
Notes for,
 
or amend
 
these
Terms
 
and
 
Conditions
 
so
 
that
 
they
 
remain
 
or
 
become,
 
Compliant
 
Securities,
provided
that:
(i)
neither a Tax
 
Event nor a Regulatory Event
 
arises as a result of
 
such substitution
or amendment;
(ii)
FINMA has
 
approved
 
such substitution
 
or amendment
 
(if such
 
approval is
 
then
required under applicable Swiss laws and regulations);
(iii)
the Issuer has given the Holders
 
not less than 30 days' notice
 
of such substitution
or
 
amendment
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
),
 
which
 
notice
 
will,
subject to
 
subclause (v) below,
 
be irrevocable,
 
and state
 
the date
 
on which
 
such
substitution or
 
amendment will
 
be effective
 
(the "
Substitution
 
or
 
Amendment
Effective Date
");
(iv)
prior to the publication of
 
any notice pursuant to
 
subclause (iii) above, the Issuer
shall
 
deliver
 
to
 
the
 
Principal
 
Paying
 
Agent
 
(A) a
 
certificate
 
signed
 
by
 
the
Authorised
 
Signatories
 
stating
 
that
 
the
 
relevant
 
requirement
 
or
 
circumstance
giving
 
rise
 
to
 
the
 
right
 
to
 
substitute
 
or
 
amend
 
the
 
terms
 
of
 
the
 
Notes,
 
as
applicable,
 
pursuant
 
to
 
this
 
clause (b)
 
is
 
satisfied
 
and
 
the
 
reasons
 
therefor
 
and
such
 
certificate
 
will
 
be
 
conclusive
 
and
 
binding
 
on
 
the
 
Holders,
 
and
 
(B) an
opinion
 
of
 
independent
 
legal
 
advisers
 
of
 
recognised
 
standing
 
to
 
the
 
effect
 
that
circumstances entitling
 
the Issuer
 
to exercise
 
its right
 
to substitute
 
or amend
 
the
terms of the Notes, as applicable, pursuant to this clause (b) have arisen; and
(v)
no
 
Trigger
 
Event
 
or
 
Viability
 
Event
 
has
 
occurred
 
prior
 
to
 
the
 
relevant
Substitution or Amendment Effective Date.
In
 
connection
 
with
 
any
 
substitution
 
or
 
amendment
 
in
 
accordance
 
with
 
this clause
 
(b),
 
the
Issuer
 
shall
 
comply
 
with
 
the rules
 
of
 
any
 
stock
 
exchange
 
on
 
which
 
the
 
Notes
 
are
 
for
 
the
time being listed or admitted to trading.
(c)
In addition to
 
its rights under clause (b)
 
of this Condition 13, the
 
Issuer may,
 
without the
consent
 
of
 
the
 
Holders,
 
make
 
any
 
amendment
 
to
 
these
 
Terms
 
and
 
Conditions
 
that
 
it
considers
 
to
 
be
 
(i) necessary
 
or
 
desirable
 
to
 
give
 
effect
 
to
 
(A) any
 
Alternative
Benchmark
 
Rate
 
determined
 
in
 
accordance
 
with
 
Condition 5(c)
 
(
Interest
 
–
 
Benchmark
replacement
)
 
(including
 
any
 
Adjustment
 
Spread
 
determined
 
in
 
accordance
 
with
subclause (v)(A)(2)
 
thereof
 
and
 
any
 
alternative
 
method
 
for
 
determining
 
the
 
Reference
Rate
 
if
 
such
 
Alternative
 
Benchmark
 
Rate
 
is
 
unavailable
 
on
 
the
 
relevant
 
Reset
Determination Date determined in
 
accordance with subclause (v)(A)(3)
 
thereof), and any
related
 
changes
 
to
 
the
 
definitions
 
of
 
the
 
terms
 
"Business
 
Day",
 
"Day
 
Count
 
Fraction",
"Payment Business Day"
 
and/or "Reset Determination
 
Date" determined
 
to be necessary
41
 
in
 
accordance
 
with
 
subclause (v)(D)
 
thereof,
 
or
 
(B) the
 
provisions
 
of
 
clause (a)
 
of
Condition 15
 
(
Issuer
 
Substitution
)
 
(including,
 
without
 
limitation,
 
(x) if
 
the
 
Substitute
Issuer
 
is
 
organised
 
and/or
 
resident
 
for
 
tax
 
purposes
 
in
 
a
 
jurisdiction
 
other
 
than
Switzerland,
 
any
 
amendments
 
to
 
any
 
references
 
to
 
the
 
jurisdiction
 
of
 
"Switzerland"
contained herein, including,
 
without limitation, amendments
 
to the definition
 
of the term
"Bankruptcy Event", the
 
definition of the
 
term "Business Day",
 
the governing law
 
of the
subordination
 
provisions
 
set
 
forth
 
in
 
Condition 4
 
(
Status
 
and
 
Subordination
)
 
and
 
the
provisions
 
of Condition 12
 
(
Events of
 
Default
), and
 
(y) any amendments
 
to reflect
 
UBS
Group
 
AG's
 
guarantee
 
described
 
in
 
subclause (a)(iii)
 
of
 
Condition 15
 
(
Issuer
Substitution
)),
 
or
 
(C) the
 
provisions
 
of
 
subclause (i)(B)
 
and/or
 
subclause (iii)
 
of
Condition 8(e)
 
(
Conversion
 
–
 
Qualifying
 
Relevant
 
Event
),
 
or
 
(ii) formal,
 
minor
 
or
technical
 
in
 
nature,
 
or
 
(iii) necessary
 
to
 
correct
 
a
 
manifest
 
error,
 
or
 
(iv)
 
not
 
materially
prejudicial to the interests of the Holders.
(d)
The
 
Issuer
 
shall
 
notify
 
the
 
Holders
 
of
 
any
 
amendments
 
made
 
pursuant
 
to
 
clause (c)
 
of
this Condition 13 in
 
accordance with Condition 14
 
(
Notices
), which notice
 
shall state the
date on which such amendment will be effective.
(e)
Any
 
amendment
 
made
 
pursuant
 
to
 
this Condition
 
13
 
will be
 
binding
 
on the
 
Holders
 
in
accordance with its terms.
14.
NOTICES
(a)
So long
 
as the
 
Notes are
 
listed on
 
the SIX
 
Swiss Exchange,
 
notices to
 
Holders shall
 
be
given by
 
the Issuer
 
(i) by means
 
of electronic
 
publication on
 
the internet
 
website of
 
SIX
Exchange
 
Regulation
 
Ltd
 
(https://www.ser-ag.com),
 
where
 
notices
 
are
 
as
 
at
 
the
 
Issue
Date
 
published
 
under
 
the
 
address
 
https://www.ser-ag.com/en/resources/notifications-
market-participants/official-notices.html#/,
 
or
 
(ii) otherwise
 
in
 
accordance
 
with
 
the
regulations of
 
the SIX
 
Swiss Exchange.
 
Any notice
 
will be
 
validly given
 
on the
 
date of
such publication or, if published more
 
than once, on the date of the first such publication.
(b)
If
 
the
 
Notes
 
are
 
for
 
any
 
reason
 
no
 
longer
 
listed
 
on
 
the
 
SIX
 
Swiss
 
Exchange,
 
notices
 
to
Holders will be
 
given by the
 
Issuer to the Intermediary
 
for forwarding to
 
the Holders. Any
such notice will be validly given on the date of delivery to the Intermediary.
15.
ISSUER SUBSTITUTION
(a)
The
 
Issuer
 
(for
 
purposes
 
of
 
this Condition
 
15,
 
the
 
"
Current
 
Issuer
")
 
may,
 
without
 
the
consent
 
of
 
the
 
Holders,
 
substitute
 
any
 
entity
 
(whether
 
or
 
not
 
such
 
entity
 
is
 
organised
under the laws
 
of Switzerland)
 
(such substitute
 
entity,
 
the "
Substitute Issuer
") for itself
as
 
principal
 
debtor
 
under
 
the
 
Notes
 
upon
 
giving
 
no
 
more
 
than
 
30
 
and
 
no
 
less
 
than
10 days' notice to the Holders in accordance with Condition 14 (
Notices
),
provided
 
that:
(i)
the Substitute
 
Issuer is
 
UBS Group
 
AG or
 
at least
 
95 per cent.
 
of the
 
Substitute
Issuer's capital
 
and voting
 
rights are
 
held, directly
 
or indirectly,
 
by UBS
 
Group
AG;
(ii)
the
 
Current
 
Issuer
 
is not
 
in default
 
in
 
respect of
 
any
 
amount
 
payable
 
under
 
the
Notes at the time of such substitution;
(iii)
if the
 
Substitute Issuer
 
is not
 
UBS Group
 
AG, UBS
 
Group AG
 
has irrevocably
and
 
unconditionally
 
guaranteed
 
to
 
the
 
Holders,
 
pursuant
 
to
 
article 111
 
of
 
the
Swiss
 
Code
 
and
 
on
 
a
 
subordinated
 
basis
 
corresponding
mutatis
 
mutandis
 
to
Condition 4
 
(
Status
 
and
 
Subordination
),
 
(A) the
 
due
 
and
 
punctual
 
payment
 
of
principal
 
and
 
interest
 
and
 
all
 
other
 
amounts
 
due
 
and
 
payable
 
by
 
the
 
Substitute
Issuer
 
under,
 
or in
 
respect
 
of, the
 
Notes
 
upon receipt
 
of the
 
written
 
request
 
for
payment
 
of the
 
relevant amount,
 
and
 
(B) upon
 
the occurrence
 
of a
 
Conversion,
the
 
due
 
delivery
 
of
 
the
 
Ordinary
 
Shares
 
required
 
to
 
be
 
delivered
 
pursuant
 
to
Condition 8
 
(
Conversion
),
 
and
 
on
 
the
 
terms
 
whereby
 
subclause (iii)
 
of
Condition 5(i)
 
(
Interest
 
–
 
Cancellation
 
of
 
interest;
 
prohibited
 
interest
),
subclause (ii)(C) of Condition 8(d) (
Conversion – Anti-dilution adjustment
 
of the
Conversion
 
Price
),
 
Condition 10
 
(
Taxation
),
 
Condition 12
 
(
Events
 
of
 
Default
)
42
and
 
Condition 20
 
(
No
 
Set-off
 
by
 
Holders
)
 
apply
 
to
 
UBS
 
Group
 
AG
 
and
 
to
 
its
obligations
 
under
 
such
 
guarantee
 
either
 
by
 
making
 
the
 
necessary
 
consequential
amendments to such
 
Conditions or including
 
such Conditions applicable
 
to UBS
Group AG and to its obligations under such guarantee
 
in such guarantee itself, as
applicable;
(iv)
the
 
Current
 
Issuer
 
and
 
the
 
Substitute
 
Issuer
 
(A) have
 
entered
 
into
 
such
documents
 
(the
 
"
Substitution
 
Documents
")
 
as
 
are
 
necessary
 
to
 
give
 
effect
 
to
such substitution
 
and pursuant
 
to which
 
the Substitute
 
Issuer has
 
(x) undertaken
in
 
favour
 
of
 
each
 
Holder
 
to
 
be
 
bound
 
by
 
these
 
Terms
 
and
 
Conditions
 
as
 
the
principal
 
debtor
 
(on
 
a
 
subordinated
 
basis
 
corresponding
 
to
 
Condition 4
 
(
Status
and
 
Subordination
))
 
under
 
the
 
Notes
 
in
 
place
 
of
 
the
 
Current
 
Issuer
 
and
(y) assumed the
 
obligations of
 
the Current
 
Issuer under
 
the Agency
 
Agreement,
and
 
(B) procure
 
that
 
all
 
action,
 
conditions
 
and
 
things
 
required
 
to
 
be
 
taken,
fulfilled and
 
done (including,
 
without limitation,
 
the obtaining
 
of any
 
necessary
consents)
 
to
 
ensure
 
that
 
the
 
Substitution
 
Documents
 
represent
 
valid,
 
legally
binding
 
and
 
enforceable
 
obligations
 
of
 
the
 
Substitute
 
Issuer
 
have
 
been
 
taken,
fulfilled and done and are in full force and effect
;
(v)
if
 
the
 
Substitute
 
Issuer
 
is
 
resident
 
for
 
tax
 
purposes
 
in
 
a
 
jurisdiction
 
(the
 
"
New
Residence
") other than that in which the Current Issuer
 
prior to such substitution
was
 
resident
 
for
 
tax
 
purposes
 
(the
 
"
Former
 
Residence
"),
 
the
 
Substitution
Documents
 
contain
 
an
 
undertaking
 
by
 
the
 
Substitute
 
Issuer
 
and/or
 
such
 
other
provisions as
 
may be
 
necessary to
 
ensure that
 
each Holder
 
has the
 
benefit of
 
an
undertaking in terms
 
corresponding to the
 
provisions of Condition 10
 
(
Taxation
)
in relation to the payment
 
of all amounts due and payable
 
under, or in
 
respect of,
the
 
Notes
 
and
 
in
 
relation
 
to
 
the
 
guarantee
 
referred
 
to
 
in
 
subclause
 
(iii)
 
above,
with,
 
in
 
the
 
case
 
of
 
the
 
Notes
 
but
 
not
 
such
 
guarantee,
 
the
 
substitution
 
of
references
 
to the
 
Former
 
Residence
 
with references
 
to the
 
New Residence,
 
and
an
 
undertaking
 
by
 
the
 
Substitute
 
Issuer
 
to
 
indemnify
 
each
 
Holder
 
against
 
any
Tax
 
that
 
is imposed
 
on
 
it by
 
(or
 
by
 
any
 
authority
 
in
 
or of)
 
the
 
New
 
Residence
and,
 
if
 
different,
 
the
 
jurisdiction
 
of
 
the
 
Substitute
 
Issuer's
 
organisation
 
with
respect
 
to
 
any
 
Note
 
and
 
that
 
would
 
not
 
have
 
been
 
so
 
imposed
 
had
 
the
substitution not been
 
made, as well
 
as against any
 
Tax,
 
and any cost
 
or expense,
relating to such substitution;
(vi)
if
 
the
 
Substitute
 
Issuer
 
is
 
not
 
UBS
 
Group
 
AG,
 
FINMA
 
has
 
approved
 
such
substitution
 
(if
 
such
 
approval
 
is then
 
required
 
under
 
applicable Swiss
 
laws
 
and
regulations),
 
and
 
the
 
Current
 
Issuer
 
and
 
the
 
Substitute
 
Issuer
 
have
 
obtained
 
all
other
 
necessary
 
governmental
 
and
 
other
 
approvals
 
and
 
consents
 
for
 
such
substitution
 
and
 
for
 
the
 
performance
 
by
 
the
 
Substitute
 
Issuer
 
of
 
its
 
obligations
under the Substitution Documents;
(vii)
if
 
the
 
Substitute
 
Issuer
 
is
 
not
 
organised
 
under
 
the
 
laws
 
of
 
Switzerland,
 
the
Substitute
 
Issuer
 
has
 
appointed
 
a
 
process
 
agent
 
as
 
its
 
agent
 
in
 
Switzerland
 
to
receive
 
service
 
of
 
process
 
on
 
its
 
behalf
 
in
 
relation
 
to
 
any
 
legal
 
proceedings
arising out of or in connection with the Notes;
(viii)
such substitution does not give rise to a
 
Tax Event or a Regulatory Event; and
(ix)
the
 
Substitute
 
Issuer
 
has
 
appointed
 
a
 
Paying
 
Agent
 
in
 
Switzerland
 
that
 
is
 
a
participant in the Intermediary
.
(b)
Upon any substitution pursuant to clause (a) of this Condition 15,
 
(i) the Substitute Issuer
will succeed
 
to, and
 
be substituted
 
for,
 
and may
 
exercise
 
every right
 
and power
 
of, the
Current Issuer
 
under the
 
Notes with
 
the same
 
effect as
 
if the
 
Substitute Issuer
 
had been
named
 
as
 
Issuer
 
in
 
these
 
Terms
 
and
 
Conditions,
 
and
 
(ii) the
 
Current
 
Issuer
 
will
 
be
released from its obligations under the Notes.
(c)
After
 
giving
 
effect
 
to
 
any
 
substitution
 
pursuant
 
to
 
clause (a)
 
of
 
this
 
Condition 15,
(i) references
 
to
 
the
 
"Issuer"
 
in
 
the
 
Notes
 
and
 
these
 
Terms
 
and
 
Conditions
 
will
 
be
references
 
to
 
the
 
Substitute
 
Issuer,
 
and
 
(ii) references
 
to
 
the
 
"Tax
 
Jurisdiction"
 
in
 
the
Notes
 
and
 
these
 
Terms
 
and
 
Conditions
 
will
 
be
 
read
 
and
 
construed
 
as
43
including
 
the
 
jurisdiction
 
of establishment
 
of
 
the
 
Substitute
 
Issuer
 
and,
 
if
 
different,
 
the
jurisdiction
 
in
 
which
 
the
 
Substitute
 
Issuer
 
is
 
resident
 
for
 
tax
 
purposes
 
instead
 
of
 
or
 
in
addition
 
to
 
(as
 
the
 
case
 
may
 
be)
 
references
 
to
 
the
 
jurisdiction
 
of
 
establishment
 
of
 
the
Issuer and Switzerland
.
16.
RESERVED
17.
FURTHER ISSUES
The
 
Issuer
 
may
 
from
 
time
 
to
 
time
 
without
 
the
 
consent
 
of
 
the
 
Holders
 
issue
 
further
 
notes
 
and,
provided
 
that such notes have the
 
same terms and conditions
 
as the Notes in all
 
respects (or in all
respects
 
except
 
for
 
the
 
issue
 
date
 
and/or
 
the
 
first
 
date
 
on
 
which
 
interest
 
is
 
paid),
 
such
 
further
notes will
 
be consolidated
 
and form
 
a single
 
series with
 
the Notes.
 
If the
 
Issuer issues
 
any such
further notes
 
pursuant to
 
this Condition 17,
 
references in
 
these Terms
 
and Conditions
 
to "Notes"
include such further notes, unless the context otherwise requires.
18.
CURRENCY INDEMNITY
Any amount
 
received
 
or
 
recovered
 
by
 
any
 
Holder
 
in
 
a
 
currency
 
other
 
than
 
SGD
 
(whether
 
as
 
a
result
 
of,
 
or
 
of
 
the
 
enforcement
 
of,
 
a
 
judgment
 
or
 
order
 
of
 
a
 
court
 
of
 
any
 
jurisdiction,
 
in
 
the
insolvency,
 
winding-up
 
or
 
dissolution
 
of
 
the
 
Issuer
 
or
 
otherwise)
 
under
 
the
 
Notes
 
will
 
only
constitute a discharge
 
of the Issuer to the
 
extent of the amount
 
in SGD that such Holder
 
is able to
purchase
 
with
 
the
 
amount
 
so
 
received
 
or
 
recovered
 
in
 
such
 
other
 
currency
 
on
 
the
 
date
 
of
 
such
receipt or recovery (or, if it is not practicable
 
to purchase SGD with such amount on such date, on
the first date on which it is
 
practicable to do so). If the
 
amount of SGD that such Holder is
 
able to
purchase
 
is less
 
than
 
the amount
 
owed by
 
the Issuer
 
to such
 
Holder under
 
the Notes,
 
the Issuer
shall
 
indemnify
 
such
 
Holder
 
against
 
any
 
loss
 
sustained
 
by
 
it
 
as
 
a
 
result.
 
In
 
addition,
 
the
 
Issuer
shall
 
indemnify
 
such
 
Holder
 
for
 
the
 
costs
 
of
 
making
 
such
 
purchase.
 
For
 
purposes
 
of
 
this
Condition 18, it
 
is sufficient
 
for the
 
relevant Holder
 
to demonstrate
 
that it
 
would have
 
suffered a
loss
 
had
 
an
 
actual
 
purchase
 
been
 
made.
 
The
 
indemnities
 
under
 
this
 
Condition 18
 
will
(a) constitute a separate and
 
independent obligation from
 
the Issuer's other obligations
 
hereunder,
(b) give
 
rise
 
to
 
a
 
separate
 
and
 
independent
 
cause
 
of
 
action,
 
(c) apply
 
irrespective
 
of
 
any
indulgence
 
granted
 
by
 
any
 
Holder
 
and
 
(d) continue
 
in
 
full
 
force
 
and
 
effect
 
despite
 
any
 
other
judgment, order,
 
claim or
 
proof for
 
a liquidated
 
amount in
 
respect of
 
any amount
 
due under
 
the
Notes or any other judgment or order.
19.
RESERVED
20.
NO SET-OFF
 
BY HOLDERS
Subject
 
to
 
applicable
 
law,
 
each
 
Holder,
 
by
 
acceptance
 
of
 
any
 
direct
 
or
 
beneficial
 
interest
 
in
 
a
Note, agrees
 
that it
 
will not,
 
and waives
 
its right
 
to, exercise,
 
claim or
 
plead any
 
right of
 
set-off,
compensation
 
or retention
 
with respect
 
to any
 
amount owed
 
to it
 
by the
 
Issuer in
 
respect of,
 
or
arising in connection with, the Notes.
21.
GOVERNING LAW
 
AND JURISDICTION
(a)
The
 
Notes
 
and
 
all
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
the
Notes are governed by and construed in accordance with the laws of Switzerland.
(b)
The courts of the
 
Canton of Zurich (venue
 
being the City of Zurich)
 
shall have exclusive
jurisdiction to
 
settle any
 
disputes that
 
may arise
 
out of
 
or in
 
connection with
 
the Notes,
including any non-contractual obligation arising out of or in connection
 
with the Notes.
Annex B
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1
TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Tier 1 Capital Notes
 
issued by UBS Group AG are as follows:
1.
DEFINITIONS
"
5-Year
 
SORA
 
OIS Rate
" means
 
the offered
 
rate for
 
the semi-annual
 
fixed leg
 
of a
 
Singapore
Overnight Rate Average
 
Overnight Indexed Swap for a term of five years.
"
Acquiror
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Additional
 
Amounts
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause (b)
 
of
 
Condition 10
(
Taxation
).
"
Additional
 
Tier
 
1
 
Capital
"
 
means,
 
at
 
any
 
time,
 
any
 
item
 
that
 
qualifies
 
as
 
additional
 
tier 1
capital (
zusätzliches Kernkapital
) under National Regulations at such time.
"
Adjustment
 
Spread
"
 
means,
 
with
 
respect
 
to
 
any
 
Alternative
 
Benchmark
 
Rate
 
determined
 
in
accordance
 
with
 
the
 
provisions
 
of
 
clause (c)
 
of
 
Condition 5
 
(
Interest
),
 
a
 
spread
 
(which
 
may
 
be
positive or
 
negative), or
 
a formula or
 
methodology for
 
calculating such a
 
spread, applied
 
to such
Alternative Benchmark
 
Rate in
 
order to
 
reduce or
 
eliminate, to
 
the extent
 
reasonably practicable
in the
 
circumstances, any
 
economic prejudice
 
or benefit
 
(as applicable)
 
to Holders
 
as a
 
result of
the replacement of the Existing Benchmark Rate with such Alternative
 
Benchmark Rate.
"
Affected
 
Reset
 
Interest
 
Period
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Agency
 
Agreement
"
 
means
 
the
 
Agency
 
Agreement
 
dated
 
as
 
of
 
the
 
Issue
 
Date,
 
among
 
the
Issuer, the
 
Principal Paying
 
Agent, the
 
Calculation Agent
 
and the other
 
agents from time
 
to time
party thereto, as amended, supplemented or otherwise modified from time
 
to time.
"
Agents
" means the
 
Principal Paying Agent,
 
any other Paying Agent,
 
the Calculation Agent, any
other agent from
 
time to time appointed
 
pursuant to the
 
terms of the
 
Agency Agreement, and
 
the
Settlement Agent.
"
Alternative
 
Benchmark
 
Rate
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Alternative
 
Loss
 
Absorption
 
Date
"
 
has the
 
meaning
 
assigned
 
to
 
such term
 
in Condition
 
7(e)
(
Trigger Event and Viability
 
Event – Alternative loss absorption
).
"
Alternative
 
Reference
 
Rate Page
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (v)(A)
of Condition 5(c) (
Interest – Benchmark replacement
).
"
Alternative
 
Relevant
 
Time
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (v)(A)
 
of
Condition 5(c) (
Interest – Benchmark replacement
).
"
Approved
 
Entity
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Auditor
"
 
means
 
the
 
accounting
 
firm
 
(i) appointed
 
by
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Group
Holding
 
Company
 
or
 
the
 
shareholders
 
of
 
the
 
Group
 
Holding
 
Company,
 
as
 
the
 
case
 
may
 
be,
 
to
provide,
 
among
 
other
 
things,
 
audit
 
and/or
 
review
 
opinions
 
on
 
the
 
Group
 
Holding
 
Company's
financial
 
statements,
 
and
 
(ii) approved
 
by
 
FINMA
 
in
 
accordance
 
with
 
the
 
Financial
 
Market
Supervisory
 
Act
 
(
Finanzmarktaufsichtsgesetz
)
 
of
 
22 June
 
2007,
 
as
 
amended
 
and
 
as
 
may
 
be
further amended from time to time.
"
Authorised Signatories
" means any two authorised officers of the Issuer signing jointly.
"
Balance Sheet
 
Date
" means
 
(i) with respect
 
to any
 
Ordinary Publication
 
Date, the
 
cut-off date
for
 
the measurement
 
of
 
the CET1
 
Ratio
 
in
 
the
 
Quarterly
 
Financial
 
Accounts
 
published
 
on such
Ordinary
 
Publication
 
Date, and
 
(ii) with
 
respect to
 
any
 
Extraordinary
 
Publication
 
Date, the
 
cut-
2
off
 
date
 
for
 
the
 
Reviewed
 
Interim
 
Measurement
 
published
 
upon
 
the
 
instruction
 
of
 
FINMA
 
on
such Extraordinary Publication Date.
"
Bankruptcy
 
Event
"
 
means
 
any
 
of
 
the
 
following
 
events
 
with
 
respect
 
to
 
the
 
Issuer:
 
(i) the
adjudication of
 
bankruptcy (
Konkurseröffnung
) pursuant
 
to articles 171,
 
189, 190,
 
191 or
 
192 of
the
 
DEBA,
 
(ii) the
 
opening
 
of
 
restructuring
 
proceedings
 
(
Sanierungsverfahren
)
 
pursuant
 
to
articles 28 to
 
32 of
 
the Swiss
 
Banking Act
 
or pursuant
 
to any
 
successor or
 
analogous Swiss
 
law
or regulation
 
applicable to
 
bank holding
 
companies in
 
Switzerland such
 
as UBS Group
 
AG (any
such
 
proceedings,
 
"
Restructuring
 
Proceedings
"),
 
and/or
 
(iii) the
 
ordering
 
of
 
liquidation
proceedings (
Liquidation
) pursuant to
 
articles 33 to 37g
 
of the Swiss
 
Banking Act
 
or pursuant
 
to
any
 
successor
 
or
 
analogous
 
Swiss
 
law
 
or
 
regulation
 
applicable
 
to
 
bank
 
holding
 
companies
 
in
Switzerland
 
such
 
as
 
UBS
 
Group
 
AG;
provided
,
 
however
,
 
that
none
 
of
 
the
 
following
 
will
constitute
 
a
 
Bankruptcy
 
Event:
 
(x) mere
 
debt
 
collection
 
proceedings
 
(
Betreibungsverfahren
)
pursuant
 
to article
 
38
et
 
seq.
 
of
 
the DEBA,
 
(y) proceedings
 
in
 
connection
 
with a
 
freezing
 
order
(
Arrestverfahren
)
 
pursuant
 
to
 
article 271
et
 
seq.
 
of
 
the
 
DEBA,
 
and/or
 
(z) the
 
ordering
 
of
protective
 
measures
 
(
Schutzmassnahmen
)
 
pursuant
 
to
 
article 26
 
of
 
the
 
Swiss
 
Banking
 
Act
 
or
pursuant
 
to
 
any
 
successor
 
or
 
analogous
 
Swiss
 
law
 
or
 
regulation
 
applicable
 
to
 
bank
 
holding
companies in Switzerland
 
such as UBS Group
 
AG (any such measures,
 
"
Protective Measures
"),
including,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (x),
 
(y)
 
and
 
(z),
 
any
 
steps
 
(other
 
than
 
any
 
steps
described in clauses (i) through (iii) of this definition) taken under or in connection
 
therewith.
"
BIS
 
Regulations
"
 
means,
 
at
 
any
 
time,
 
the
 
capital
 
adequacy
 
standards
 
and
 
guidelines
promulgated
 
by
 
the
 
Basel
 
Committee
 
on
 
Banking
 
Supervision,
 
as
 
implemented
 
by
 
FINMA
 
in
Switzerland at such time.
"
BIS Risk
 
Weighted
 
Assets
" means, as of
 
any Balance Sheet Date,
 
the aggregate amount, in
 
the
Presentation
 
Currency,
 
of
 
risk-weighted
 
assets
 
of
 
the
 
Group
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
as
determined
 
by
 
the
 
Group
 
Holding
 
Company
 
pursuant
 
to
 
the
 
BIS
 
Regulations
 
applicable
 
to
 
the
Group
 
Holding
 
Company
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
and
 
as
 
(i) disclosed
 
in
 
the
 
Quarterly
Financial Accounts
 
published on
 
the relevant
 
Ordinary Publication
 
Date or
 
(ii) may be
 
disclosed
as a component of
 
the Reviewed Interim Measurement
 
published upon the instruction
 
of FINMA
on
 
the
 
relevant
 
Extraordinary
 
Publication
 
Date,
 
as
 
applicable.
 
For
 
the
 
avoidance
 
of
 
doubt,
 
the
term "
risk-weighted
 
assets
" as
 
used in
 
this definition
 
has the
 
meaning assigned
 
to such
 
term in
the BIS Regulations in effect as of the relevant Balance Sheet Date.
"
Business
 
Day
"
 
means
 
a
 
day
 
(other
 
than
 
a
 
Saturday
 
or a
 
Sunday)
 
on which
 
commercial
 
banks
and
 
foreign
 
exchange
 
markets
 
settle
 
payments
 
and
 
are
 
open
 
for
 
general
 
business
 
(including,
without limitation,
 
dealing in foreign
 
exchange and foreign
 
currency deposits)
 
in (i) for purposes
of
 
the
 
definitions
 
of the
 
terms "Extraordinary
 
Publication Date",
 
"Higher-Trigger
 
Amount" and
"Ordinary Publication Date", Zurich, and (ii) otherwise, Singapore
 
and Zurich.
"
Calculation
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
calculation
 
agent
 
for
 
the
 
Notes,
 
and
includes any successor
 
calculation agent for
 
the Notes appointed
 
in accordance with
 
the terms of
the Agency Agreement.
"
Calculation Amount
" means SGD 250,000.
"
Capital
 
Adequacy
 
Ordinance
" means
 
the Swiss
 
Ordinance concerning
 
Capital Adequacy
 
and
Risk Diversification
 
for Banks
 
and Securities
 
Firms of
 
1 June 2012,
 
as amended
 
and as
 
may be
further amended from time to time, or any successor Swiss law or regulation.
"
Cash Distribution
" means any
 
dividend or distribution
 
in respect of the
 
Ordinary Shares that
 
is
to
 
be
 
paid
 
or
 
made
 
to
 
Shareholders
 
as
 
a
 
class
 
in
 
cash
 
(in
 
whatever
 
currency)
 
and
 
however
described
 
and
 
whether
 
payable
 
out
 
of
 
share
 
premium
 
account,
 
profits,
 
retained
 
earnings
 
or
 
any
other
 
capital
 
or
 
revenue
 
reserve
 
or
 
account,
 
and
 
including
 
any
 
cash
 
distribution
 
or
 
payment
 
to
Shareholders
 
upon or
 
in connection
 
with a
 
reduction
 
of capital.
 
For the
 
avoidance
 
of doubt,
 
the
term
 
"Cash
 
Distribution"
 
does
 
not
 
include
 
consideration
 
paid
 
or
 
any
 
other
 
payments
 
made
 
by
UBS Group
 
AG or
 
any of
 
its affiliates
 
in connection
 
with the
 
repurchase
 
of Ordinary
 
Shares in
connection with any share buyback programme.
3
"
CET1 Capital
" means, as of
 
any Balance Sheet
 
Date, the aggregate
 
amount, in the Presentation
Currency,
 
of items
 
that constitute
 
common equity
 
tier 1 capital
 
of the
 
Group as
 
of such
 
Balance
Sheet Date,
 
less any
 
deductions from
 
common equity
 
tier 1 capital
 
required to
 
be made,
 
in each
case as
 
determined
 
by the
 
Group Holding
 
Company pursuant
 
to the
 
BIS Regulations
 
applicable
to
 
the
 
Group
 
Holding
 
Company
 
as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
and
 
as
 
(i) disclosed
 
in
 
the
Quarterly Financial
 
Accounts published
 
on the relevant
 
Ordinary Publication
 
Date or (ii) may
 
be
disclosed as
 
a component
 
of the
 
Reviewed Interim
 
Measurement published
 
upon the
 
instruction
of
 
FINMA
 
on
 
the
 
relevant
 
Extraordinary
 
Publication
 
Date,
 
as
 
applicable.
 
For
 
the
 
avoidance
 
of
doubt,
 
the
 
term
 
"
common
 
equity
 
tier
1
 
capital
"
 
as
 
used
 
in
 
this
 
definition
 
has
 
the
 
meaning
assigned to such term in the BIS Regulations in effect as of
 
the relevant Balance Sheet Date.
"
CET1 Ratio
" means, as
 
of any Balance
 
Sheet Date, the
 
CET1 Capital as of
 
such Balance Sheet
Date,
 
divided
 
by
 
the BIS
 
Risk
 
Weighted
 
Assets as
 
of
 
such
 
Balance
 
Sheet
 
Date,
 
expressed
 
as a
percentage,
 
such
 
ratio
 
(or
 
the
 
components
 
thereof)
 
as
 
determined
 
by
 
the
 
Group
 
Holding
Company,
 
and
 
(i) as
 
disclosed
 
in
 
the
 
Quarterly
 
Financial
 
Accounts
 
published
 
on
 
the
 
relevant
Ordinary
 
Publication
 
Date
 
or
 
(ii) constituting
 
(or
 
as
 
disclosed
 
in)
 
the
 
Reviewed
 
Interim
Measurement
 
published
 
upon
 
the
 
instruction
 
of
 
FINMA
 
on
 
the
 
relevant
 
Extraordinary
Publication Date, as applicable.
"
Compliant Securities
" means securities issued by UBS Group AG or any of its subsidiaries that
have economic terms
 
not materially less favourable
 
to a Holder than
 
these Terms
 
and Conditions
(as reasonably determined by the Issuer),
provided
 
that:
(a)
such securities (i) include terms that
 
provide for the same interest rate
 
and principal from
time to
 
time applying
 
to the Notes,
 
(ii) rank
 
pari passu
 
with the
 
Notes and
 
(iii) preserve
any existing rights
 
under these Terms
 
and Conditions to
 
any accrued and
 
unpaid interest
that has not been satisfied;
(b)
where such securities
 
are issued by a
 
subsidiary of UBS Group
 
AG, UBS Group AG
 
has
irrevocably
 
and
 
unconditionally
 
guaranteed
 
to
 
the
 
holders
 
of
 
such
 
securities,
 
on
 
a
subordinated
 
basis
 
corresponding
mutatis
 
mutandis
to
 
Condition 4
 
(
Status
 
and
Subordination
), the
 
due
 
and punctual
 
payment
 
of all
 
amounts due
 
and payable
 
by such
subsidiary
 
under,
 
or
 
in
 
respect
 
of,
 
such
 
securities
 
pursuant
 
to
 
article 111
 
of
 
the
 
Swiss
Code;
(c)
where the
 
Notes that
 
have been
 
substituted or
 
amended were
 
listed immediately
 
prior to
their substitution or amendment,
 
such securities are listed on
 
(i) the SIX Swiss Exchange
or (ii) such other internationally recognised stock exchange selected by
 
the Issuer; and
(d)
where
 
the
 
Notes
 
that
 
have
 
been
 
substituted
 
or
 
amended
 
were
 
rated
 
by
 
a
 
rating
 
agency
immediately
 
prior
 
to
 
such
 
substitution
 
or
 
amendment,
 
each
 
such
 
rating
 
agency
 
has
ascribed,
 
or announced
 
its intention
 
to ascribe
 
and publish,
 
an equal
 
or higher
 
rating to
such securities.
"
Conversion
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
Condition 8(a)
 
(
Conversion
 
–
 
Conversion
 
upon
 
a
Trigger
 
Event
 
or
 
a
 
Viability
 
Event
),
 
and
 
"
convert
"
 
and
 
"
converted
"
 
shall
 
be
 
construed
accordingly.
"
Conversion
 
Capital
" means
 
conversion
 
capital (
Wandlungskapital
) within
 
the meaning
 
of
 
the
Swiss Banking Act.
"
Conversion
 
Date
" means,
 
with respect
 
to any
 
Conversion, the
 
Trigger
 
Event Conversion
 
Date
or the Viability Event Conversion
 
Date, as applicable.
"
Conversion
 
Price
"
 
means
 
SGD 37.77,
 
subject
 
to
 
any
 
adjustment
 
in
 
accordance
 
with
Condition 8(d) (
Conversion
– Anti-dilution adjustment of the Conversion Price
).
"
Current
 
Issuer
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause (a)
 
of
 
Condition 15
 
(
Issuer
Substitution
).
"
Current Market
 
Price
" means, in respect of
 
an Ordinary Share at a
 
particular date, the average
of
 
the
 
daily
 
Volume
 
Weighted
 
Average
 
Price
 
of
 
an
 
Ordinary
 
Share
 
on
 
each
 
of
 
the
 
five
4
consecutive dealing
 
days (or,
 
for the
 
purposes of
 
subclause (i)(D) of
 
Condition 8(d) (
Conversion
– Anti-dilution
 
adjustment of
 
the
Conversion
 
Price
), 10 consecutive
 
dealing days)
 
ending on
 
the
dealing
 
day
 
immediately
 
preceding
 
such
 
date
 
(such
 
period,
 
the
 
"
Reference
 
Period
"),
provided
that, if
 
at any
 
time during
 
the Reference
 
Period the
 
Volume
 
Weighted
 
Average
 
Price shall
 
have
been based on a price ex-dividend
 
(or ex-any other entitlement) and during
 
some other part of the
Reference
 
Period
 
the
 
Volume
 
Weighted
 
Average
 
Price
 
shall
 
have
 
been
 
based
 
on
 
a
 
price
 
cum-
dividend (or cum- any other entitlement), then:
(a)
if
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
do
 
not
 
rank
 
for
 
the
 
dividend
 
(or
entitlement) in
 
question, the Volume
 
Weighted
 
Average
 
Price on the
 
dates on which
 
the
Ordinary
 
Shares
 
were
 
based
 
on
 
a
 
price
 
cum-dividend
 
(or
 
cum-
 
any
 
other
 
entitlement)
shall, for the
 
purposes of this
 
definition, be deemed
 
to be the
 
amount thereof reduced
 
by
an
 
amount
 
equal
 
to
 
the
 
Fair
 
Market
 
Value
 
of
 
any
 
such
 
dividend
 
or
 
entitlement
 
per
Ordinary
 
Share as
 
at the
 
date of
 
first public
 
announcement relating
 
to such
 
dividend or
entitlement,
 
in
 
any
 
such
 
case,
 
determined
 
on
 
a
 
gross
 
basis
 
and
 
disregarding
 
any
withholding or
 
deduction required
 
to be made
 
for or on
 
account of tax,
 
and disregarding
any associated tax credit; or
(b)
if
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
do
 
rank
 
for
 
the
 
dividend
 
(or
entitlement) in
 
question, the Volume
 
Weighted
 
Average
 
Price on the
 
dates on which
 
the
Ordinary Shares
 
were based
 
on a
 
price ex-dividend
 
(or ex-
 
any other
 
entitlement) shall,
for the
 
purposes of
 
this definition,
 
be deemed
 
to be
 
the amount
 
thereof increased
 
by an
amount equal to
 
the Fair Market Value
 
of any such dividend
 
or entitlement per
 
Ordinary
Share
 
as
 
at
 
the
 
date
 
of
 
first
 
public
 
announcement
 
relating
 
to
 
such
 
dividend
 
or
entitlement,
 
in
 
any
 
such
 
case,
 
determined
 
on
 
a
 
gross
 
basis
 
and
 
disregarding
 
any
withholding or
 
deduction required
 
to be made
 
for or on
 
account of tax,
 
and disregarding
any associated tax credit;
and
provided
,
further
 
that,
 
if
 
on
 
each
 
of
 
the
 
five
 
dealing
 
days
 
(or,
 
for
 
the
 
purposes
 
of
subclause (i)(D)
 
of
 
Condition 8(d)
 
(
Conversion
 
–
 
Anti-dilution
 
adjustment
 
of
 
the
 
Conversion
Price
),
 
the
 
10 dealing
 
days)
 
in
 
the
 
Reference
 
Period
 
the
 
Volume
 
Weighted
 
Average
 
Price
 
was
based on
 
a price
 
cum-dividend (or
 
cum-any other
 
entitlement) in
 
respect of
 
a dividend
 
(or other
entitlement)
 
that
 
has
 
been
 
declared
 
or
 
announced
 
but
 
the
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
delivered
 
do
 
not
 
rank
 
for
 
that
 
dividend
 
(or
 
other
 
entitlement),
 
the
 
Volume
 
Weighted
 
Average
Price on each
 
of such dates
 
shall, for the
 
purposes of this
 
definition, be deemed
 
to be the
 
amount
thereof reduced by an amount
 
equal to the Fair Market
 
Value
 
of any such dividend or entitlement
per
 
Ordinary
 
Share
 
as
 
at
 
the
 
date
 
of
 
first
 
public
 
announcement
 
relating
 
to
 
such
 
dividend
 
or
entitlement,
 
in any
 
such case,
 
determined
 
on a
 
gross basis
 
and
 
disregarding
 
any
 
withholding
 
or
deduction
 
required
 
to
 
be
 
made
 
for
 
or
 
on
 
account
 
of
 
tax,
 
and
 
disregarding
 
any
 
associated
 
tax
credit;
and
provided
,
further
 
that,
 
if the
 
Volume
 
Weighted
 
Average
 
Price
 
of
 
an
 
Ordinary
 
Share is
 
not
available
 
on
 
one
 
or
 
more
 
of
 
the
 
five
 
dealing
 
days
 
(or,
 
for
 
the
 
purposes
 
of
 
subclause (i)(D)
 
of
Condition 8(d)
 
(
Conversion
 
– Anti-dilution
 
adjustment
 
of
 
the
 
Conversion
 
Price
),
 
the
 
10 dealing
days)
 
in
 
the
 
Reference
 
Period
 
(disregarding
 
for
 
this
 
purpose
 
the
 
proviso
 
to
 
the
 
definition
 
of
Volume
 
Weighted
 
Average
 
Price),
 
then
 
the
 
average
 
of
 
such
 
Volume
 
Weighted
 
Average
 
Prices
that are available in the Reference Period shall be used
 
(subject to a minimum of two such prices)
and
 
if
 
only
 
one,
 
or
 
no,
 
such
 
Volume
 
Weighted
 
Average
 
Price
 
is
 
available
 
in
 
the
 
Reference
Period, the Current Market Price shall be determined by an Independent
 
Adviser.
"
Day Count Fraction
" means, in respect of any
 
period, the number of days
 
from (and including)
the first day of such period to (but excluding) the last day of such period, divided
 
by 365.
"
dealing day
" means a day on
 
which the Relevant Stock
 
Exchange or relevant stock
 
exchange or
securities market
 
is open
 
for business
 
and on
 
which Ordinary
 
Shares or other
 
securities, options,
warrants
 
or
 
other
 
rights
 
(as
 
the
 
case
 
may
 
be)
 
may
 
be
 
dealt
 
in
 
(other
 
than
 
a
 
day
 
on
 
which
 
the
Relevant Stock Exchange
 
or relevant stock
 
exchange or securities
 
market is scheduled
 
to or does
close prior to its regular weekday closing time).
"
DEBA
"
 
means
 
the
 
Swiss Federal
 
Debt
 
Enforcement
 
and Bankruptcy
 
Act of
 
11 April
 
1889,
 
as
amended and as may be further amended from time to time.
5
"
Distributable
 
Items
"
 
means,
 
in
 
respect
 
of
 
any
 
Interest
 
Payment
 
Date,
 
the
 
aggregate
 
of (i)
 
net
profits
 
carried
 
forward
 
and (ii) freely
 
distributable reserves,
 
in each
 
case, less
 
any
 
amounts
 
that
must
 
be
 
contributed
 
to
 
legal
 
reserves
 
under
 
applicable
 
law,
 
all
 
in
 
UBS
 
Group
 
AG's
 
reporting
currency and as appearing in the Relevant Accounts.
"
EEA
 
Regulated
 
Market
"
 
means
 
a
 
market
 
as
 
defined
 
by
 
Article 4.1(21)
 
of
 
Directive
2014/65/EU of the European Parliament and of the Council on markets on
 
financial instruments.
"
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)(C)
 
or
 
(i)(D),
 
as
applicable, of Condition 8(d) (
Conversion – Anti-dilution adjustment of the Conversion Price
).
"
Event of
 
Default
" has
 
the meaning
 
assigned to
 
such term in
 
clause (a) of
 
Condition 12 (
Events
of Default
).
"
Exempt
 
Reorganisation
" means
 
a Reorganisation
 
where, immediately
 
after completion
 
of the
relevant proceedings,
 
the ordinary shares
 
or units or
 
equivalent of
 
Newco (or
 
depositary or other
receipts
 
or
 
certificates
 
representing
 
ordinary
 
shares
 
or
 
units
 
or
 
equivalent
 
of
 
Newco)
 
are
(i) admitted
 
to
 
trading on
 
the Relevant
 
Stock
 
Exchange
 
or (ii)
 
admitted
 
to
 
listing
 
on such
 
other
Recognised Stock Exchange as UBS Group AG or Newco may determine.
"
Existing Benchmark
 
Rate
" has the meaning assigned to such
 
term in Condition 5(c) (
Interest –
Benchmark replacement
).
"
Existing
 
Shareholders
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
the
 
definition
 
of
 
the
 
term
"Reorganisation".
"
Extraordinary
 
Distribution
"
 
means
 
any
 
Cash
 
Distribution
 
(i) that
 
is
 
expressly
 
declared
 
by
UBS
 
Group
 
AG
 
to
 
be
 
an
 
extraordinary
 
or
 
special
 
dividend
 
or
 
an
 
extraordinary
 
or
 
special
distribution
 
to
 
Shareholders
 
as a
 
class
 
or
 
any
 
analogous
 
or
 
similar
 
term,
 
and
 
(ii) the
 
amount
 
of
which exceeds
 
the arithmetic
 
average of
 
the ordinary
 
dividend per
 
Ordinary Share
 
paid by
 
UBS
Group
 
AG
 
in
 
the
 
three
 
most
 
recently
 
preceding
 
calendar
 
years
 
(each
 
such
 
ordinary
 
dividend
translated, if
 
necessary,
 
into the
 
currency in
 
which the
 
applicable Cash
 
Distribution is
 
expressed
at the Prevailing Rate on the date on which such ordinary dividend
 
was paid) by more than 25 per
cent.
"
Extraordinary
 
Publication
 
Date
"
 
means
 
the
 
Business
 
Day
 
on
 
which
 
a
 
Reviewed
 
Interim
Measurement is
 
published upon
 
the instruction of
 
FINMA, after FINMA
 
has determined that
 
the
conditions for issuing
 
a Trigger Event
 
Notice in accordance with
 
Condition 7 (
Trigger Event
 
and
Viability Event
) have been met.
"
Extraordinary
 
Trigger
 
Event
 
Notice
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (i) of Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Fair Market Value
" means, with respect to any property on any date
 
(the "
Relevant Valuation
Date
"), the fair market value of
 
that property as determined by
 
an Independent Adviser,
provided
that:
(a)
the Fair Market Value
 
of a cash amount shall be the amount of such cash;
(b)
where
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
 
publicly
 
traded
 
on
 
a
 
stock
exchange
 
or
 
securities
 
market
 
of
 
adequate
 
liquidity
 
(as
 
determined
 
by
 
an
 
Independent
Adviser), the
 
Fair Market
 
Value
 
(i) of such
 
securities shall
 
equal the
 
arithmetic mean
 
of
the
 
daily
 
Volume
 
Weighted
 
Average
 
Prices
 
of
 
such
 
securities
 
and
 
(ii) of
 
such
 
options,
warrants
 
or
 
other
 
rights
 
shall
 
equal
 
the
 
arithmetic
 
mean
 
of
 
the
 
daily
 
closing
 
prices
 
of
such
 
options,
 
warrants
 
or
 
other
 
rights,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (i)
 
and
 
(ii),
during
 
the
 
period
 
of
 
five
 
dealing
 
days
 
on
 
the
 
relevant
 
stock
 
exchange
 
or
 
securities
market
 
commencing
 
on
 
the
 
later
 
of
 
(x) the
 
applicable
 
Relevant
 
Valuation
 
Date
 
and
(y) the
 
first
 
dealing
 
day
 
on
 
which
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
publicly
 
traded,
 
or
 
such
 
shorter
 
period
 
as
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
rights are publicly traded; and
6
(c)
where
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
are
 
not
 
publicly
 
traded
 
on
 
a
 
stock
exchange or securities
 
market of adequate
 
liquidity (as aforesaid), the
 
Fair Market Value
of
 
such
 
securities,
 
options,
 
warrants
 
or
 
other
 
rights
 
shall
 
be
 
determined
 
by
 
an
Independent Adviser,
 
on the basis of a commonly
 
accepted market valuation method and
taking account
 
of such factors
 
as it considers
 
appropriate, including
 
the market price
 
per
Ordinary
 
Share,
 
the
 
dividend
 
yield
 
of
 
an
 
Ordinary
 
Share,
 
the
 
volatility
 
of
 
such
 
market
price, prevailing interest rates
 
and the terms of such
 
securities, options, warrants or
 
other
rights, including as to the expiry date and exercise price (if any) thereof.
Any amounts determined
 
pursuant to the
 
above shall be
 
translated into the
 
Relevant Currency (if
expressed in a
 
currency other than
 
the Relevant Currency)
 
at the Prevailing Rate
 
on the Relevant
Valuation
 
Date.
 
In
 
addition,
 
in
 
the
 
case
 
of
 
clause (a)
 
above,
 
the
 
Fair
 
Market
 
Value
 
shall
 
be
determined on
 
a gross
 
basis and
 
disregarding any
 
withholding or
 
deduction required
 
to be
 
made
on account of tax, and disregarding any associated tax credit.
"
FINMA
" means
 
the Swiss
 
Financial
 
Market Supervisory
 
Authority
 
FINMA and
 
any successor
thereto.
"
First Call Date
" means 21 December 2029.
"
FISA
"
 
means
 
the
 
Swiss
 
Federal
 
Intermediated
 
Securities
 
Act
 
of
 
3 October
 
2008,
 
as
 
amended
and as may be further amended from time to time.
"
Fixed Interest Rate
" means 5.600 per cent. per annum.
"
Former
 
Residence
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (a)(v)
 
of Condition 15
(
Issuer Substitution
).
"
Going-Concern
 
LR
 
Requirement
"
 
means
 
a
 
requirement
 
under
 
National
 
Regulations
 
for
systemically
 
relevant
 
banks
 
(
systemrelevante
 
Banken
)
 
to
 
hold
 
a
 
minimum
 
amount
 
of
 
going-
concern
 
capital (
Eigenmittel zur
 
ordentlichen
 
Weiterführung
 
der Bank
), which
 
amount is
 
set by
reference to the leverage ratio (
Höchstverschuldungsquote
) of such bank.
"
Going-Concern
 
RWA
 
Requirement
"
 
means
 
a
 
requirement
 
under
 
National
 
Regulations
 
for
systemically
 
relevant
 
banks
 
(
systemrelevante
 
Banken
)
 
to
 
hold
 
a
 
minimum
 
amount
 
of
 
going-
concern
 
capital (
Eigenmittel zur
 
ordentlichen
 
Weiterführung
 
der Bank
), which
 
amount is
 
set by
reference to the risk weighted assets (
risikogewichtete Positionen
) of such bank.
"
Governmental
 
Entity
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
Group
"
 
means,
 
at
 
any
 
time,
 
the
 
Group
 
Holding
 
Company
 
and
 
all
 
its
 
subsidiaries
 
and
 
other
entities that
 
are included
 
in the Group
 
Holding Company's
 
consolidated capital
 
adequacy reports
prepared pursuant to National Regulations.
"
Group Holding
 
Company
" means, at any
 
time, the top Swiss
 
holding company at
 
such time of
the
 
financial
 
group
 
to
 
which
 
UBS
 
Group
 
AG
 
belongs
 
for
 
purposes
 
of
 
preparing
 
consolidated
capital
 
adequacy
 
reports
 
pursuant
 
to
 
National
 
Regulations.
 
As
 
at
 
the
 
Issue
 
Date,
 
the
 
Group
Holding Company is UBS Group AG.
"
Higher-Trigger
 
Amount
"
 
means,
 
as
 
of
 
any
 
Publication
 
Date,
 
the
 
sum
 
of
 
(i) the
 
maximum
portion
 
of
 
the
 
aggregate
 
principal
 
amount,
 
in
 
the
 
Presentation
 
Currency
 
of
 
the
 
Quarterly
Financial
 
Accounts
 
or
 
Reviewed
 
Interim
 
Measurement,
 
as
 
the
 
case
 
may
 
be,
 
to
 
which
 
such
Publication
 
Date
 
relates,
 
of
 
all
 
Higher-Trigger
 
Contingent
 
Capital,
 
if
 
any,
 
outstanding
 
on
 
the
relevant Balance
 
Sheet Date
 
that could
 
be converted
 
into equity
 
and/or fully
 
or partially
 
written
down,
 
or
 
otherwise
 
operate
 
to
 
increase
 
the
 
CET1 Capital,
 
if
 
a
 
Higher-Trigger
 
Write-
down/Conversion
 
Notice
 
were
 
delivered
 
in
 
accordance
 
with
 
the
 
terms
 
thereof,
 
and
 
(ii) the
maximum
 
portion
 
of
 
the
 
aggregate
 
principal
 
amount,
 
in
 
the
 
Presentation
 
Currency
 
of
 
the
Quarterly
 
Financial
 
Accounts
 
or Reviewed
 
Interim
 
Measurement,
 
as the
 
case may
 
be, to
 
which
such
 
Publication
 
Date
 
relates,
 
of
 
all
 
Higher-Trigger
 
Contingent
 
Capital,
 
if
 
any,
 
issued
 
after
 
the
relevant
 
Balance
 
Sheet
 
Date,
 
but
 
prior
 
to
 
such
 
Publication
 
Date,
 
that
 
could
 
be
 
converted
 
into
equity and/or
 
fully or
 
partially written
 
down, or
 
otherwise operate
 
to increase
 
the CET1 Capital,
7
if a
 
Higher-Trigger
 
Write-down/Conversion
 
Notice were
 
delivered in
 
accordance with
 
the terms
thereof, in the case of each of clauses (i)
 
and (ii), as determined by UBS Group
 
AG. For purposes
of clause (ii) of
 
this definition and,
 
in the case of
 
an Extraordinary Publication
 
Date, clause (i) of
this definition,
 
the aggregate
 
principal
 
amount of
 
any Higher-Trigger
 
Contingent
 
Capital that
 
is
not denominated in the Presentation
 
Currency will be converted into
 
the Presentation Currency at
the
 
applicable
 
prevailing
 
exchange
 
rate
 
on
 
the
 
last
 
Business
 
Day
 
preceding
 
the
 
relevant
Publication Date, as determined
 
by UBS Group AG.
 
In the case of
 
an Ordinary Publication Date,
for purposes of clause (i)
 
of this definition, the aggregate
 
principal amount of any Higher-Trigger
Contingent
 
Capital
 
that
 
is not
 
denominated
 
in
 
the
 
Presentation
 
Currency
 
will be
 
converted
 
into
the Presentation
 
Currency at
 
the applicable
 
exchange rate
 
used for
 
such purposes
 
in the
 
relevant
Quarterly Financial Accounts.
"
Higher-Trigger
 
Contingent Capital
" means
 
any instrument
 
issued by,
 
or any
 
other obligation
of,
 
any
 
member
 
of
 
the
 
Group
 
that
 
(i) is
 
issued
 
or
 
owed
 
to
 
holders
 
that
 
are
 
not
 
members
 
of
 
the
Group
 
and
 
(ii) is
 
required
 
pursuant
 
to
 
its
 
terms
 
to
 
be
 
converted
 
into
 
equity
 
and/or
 
fully
 
or
partially
 
written
 
down,
 
or
 
otherwise
 
operating
 
to
 
increase
 
the
 
CET1 Capital,
 
when
 
the
CET1 Ratio
 
(or
 
equivalent
 
capital
 
measure
 
of
 
the
 
Group
 
described
 
in
 
the
 
terms
 
and
 
conditions
thereof)
 
falls
 
below
 
a
 
threshold
 
that
 
is
 
higher
 
than
 
the
 
Threshold
 
Ratio
 
(with
 
respect
 
to
 
the
relevant Higher-Trigger Contingent
 
Capital, its "
Higher-Trigger
 
Threshold Ratio
").
"
Higher-Trigger
 
Threshold
 
Ratio
" has
 
the meaning
 
assigned
 
to such
 
term in
 
the definition
 
of
the term "Higher-Trigger Contingent
 
Capital".
"
Higher-Trigger
 
Write-down/Conversion
 
Date
" has
 
the meaning
 
assigned to
 
such term
 
in the
definition of the term "Higher-Trigger Write
 
-down/Conversion Notice".
"
Higher-Trigger
 
Write-down/Conversion
 
Notice
"
 
means
 
a
 
notice
 
delivered
 
pursuant
 
to
 
the
terms
 
of
 
any
 
Higher-Trigger
 
Contingent
 
Capital
 
that
 
notifies
 
the
 
holders
 
thereof
 
that
 
the
CET1 Ratio
 
(or
 
similar
 
measure
 
or
 
other
 
event
 
described
 
in
 
the
 
terms
 
and
 
conditions
 
of
 
such
Higher-Trigger
 
Contingent
 
Capital)
 
has
 
fallen
 
below
 
its
 
Higher-Trigger
 
Threshold
 
Ratio
 
and,
consequently,
 
that
 
such Higher-Trigger
 
Contingent
 
Capital
 
will be
 
converted
 
into equity
 
and/or
fully or
 
partially written
 
down, or
 
otherwise operate
 
to increase the
 
CET1 Capital, as
 
applicable,
as of a particular date
 
(such date, the "
Higher-Trigger
 
Write-down/Conversion Date
"). For the
avoidance of doubt, if the terms and conditions
 
of such Higher-Trigger Contingent
 
Capital permit
FINMA
 
to
 
waive
 
the
 
conversion
 
into
 
equity
 
and/or
 
write-down
 
of
 
such
 
Higher-Trigger
Contingent
 
Capital
 
notwithstanding
 
the
 
fact
 
that
 
the
 
CET1 Ratio
 
(or
 
similar
 
measure
 
or
 
other
event
 
described
 
in
 
the
 
terms
 
and
 
conditions
 
of
 
such
 
Higher-Trigger
 
Contingent
 
Capital)
 
has
fallen below
 
its Higher-Trigger
 
Threshold
 
Ratio, the
 
non-issuance of
 
such a
 
waiver
 
by FINMA
between
 
the
 
relevant
 
Publication
 
Date
 
and
 
the
 
Trigger
 
Event
 
Notice
 
Date
 
will
 
be
 
deemed
equivalent
 
to
 
the
 
delivery
 
of
 
a
 
Higher-Trigger
 
Write-down/Conversion
 
Notice
 
for
 
purposes
 
of
subclause (ii) of Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Holder
"
 
means,
 
with
 
respect
 
to
 
any
 
Note,
 
the
 
Person
 
or
 
Persons
 
holding
 
such
 
Note
 
in
 
a
securities
 
account
 
(
Effektenkonto
)
 
that
 
is
 
in
 
its
 
or
 
their
 
name,
 
or,
 
in
 
the
 
case
 
of
 
intermediaries
(
Verwahrungsstellen
), the
 
intermediary or
 
intermediaries
 
holding
 
such Note
 
for its
 
or their
 
own
account in a securities account (
Effektenkonto
) that is in its or their name.
"
Independent
 
Adviser
" means
 
an independent
 
financial institution
 
of international
 
repute or
 
an
independent adviser
 
of recognised
 
standing and
 
expertise, in
 
either case,
 
appointed by
 
the Issuer
at its own expense to
 
make any determination
 
that is required to be
 
made, or may be
 
made, by an
Independent Adviser under these Terms
 
and Conditions.
"
Independent Adviser
 
Determination
 
Cut-off Date
" has the
 
meaning assigned
 
to such term
 
in
subclause (i) of Condition 5(c) (
Interest – Benchmark replacement
).
"
Interest
 
Payment
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
Condition 5(a) (
Interest – Interest Payment Dates
).
"
Interest Period
" means each
 
period beginning on
 
(and including) an Interest
 
Payment Date (or,
in
 
the
 
case
 
of
 
the
 
first
 
Interest
 
Period,
 
the
 
Issue
 
Date)
 
and
 
ending
 
on
 
(but
 
excluding)
 
the
 
next
Interest Payment Date.
8
"
Interest Rate
" means the Fixed Interest Rate and/or Reset Interest Rate, as the case may be.
"
Intermediary
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
Condition 2(b)
 
(
Amount
 
and
Denomination; Form and Transfer
 
– Form and transfer
).
"
Intermediated
 
Securities
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
Condition 2(b)
 
(
Amount
and Denomination; Form and Transfer
 
– Form and transfer
).
"
Issue Date
" means 24 June 2024.
"
Issuer
" means UBS Group AG in its capacity as issuer of the Notes.
"
Junior Obligations
" means (i) all classes
 
of share capital and
 
participation securities (if
 
any) of
the Issuer
 
and (ii) all
 
other obligations
 
of the
 
Issuer that
 
rank, or
 
are expressed
 
to rank,
 
junior to
claims in respect of the Notes and/or any Parity Obligation.
"
Margin
" means 2.634 per cent. per annum.
"
National Regulations
" means, at
 
any time,
 
(i) the Swiss national
 
banking and
 
capital adequacy
laws,
 
and
 
(ii) the
 
capital
 
adequacy
 
regulations
 
promulgated
 
by
 
the
 
Swiss
 
Federal
 
Council
(
Bundesrat
) or
 
FINMA and
 
the interpretation
 
thereof by
 
FINMA or
 
any other
 
competent Swiss
authority, in the case of
 
each of clauses (i) and (ii), directly applicable to UBS Group AG (and/or,
if different, the Group Holding Company) and/or the Group at such
 
time.
"
New
 
Conversion
 
Condition
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Conversion
 
Condition
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (iv) of Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Conversion
 
Price
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
New
 
Residence
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (a)(v)
 
of
 
Condition 15
(
Issuer Substitution
).
"
Newco
" has the meaning assigned to such term in the definition of the term "Reorganisation".
"
Non-Qualifying
 
Relevant
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
Notes
" means the SGD 175,000,000
 
5.600 per cent. Tier
 
1 Capital Notes issued by
 
the Issuer on
10 July 2024.
"
OECD
" means the Organisation for Economic Co-operation
 
and Development.
"
Offer
 
Settlement
 
Period
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
Condition 8(h)
 
(
Conversion
 
–
Procedure for delivery
 
in respect of a Conversion
).
"
Ordinary Publication
 
Date
" means each Business Day
 
on which Quarterly Financial
 
Accounts
are published.
"
Ordinary
 
Shares
"
 
means
 
the
 
registered
 
ordinary
 
shares
 
of
 
UBS
 
Group
 
AG,
 
which
 
as
 
of
 
the
Issue Date
 
have a
 
par value
 
of USD 0.10
 
each. The
 
Ordinary Shares
 
deliverable
 
on Conversion
will be newly issued from the capital range (
Kapitalband
), conditional capital (
bedingtes Kapital
)
and/or
 
Conversion
 
Capital
 
of
 
UBS
 
Group
 
AG,
 
and
 
rank
pari
 
passu
 
with
 
all
 
other
 
registered
ordinary shares
 
of UBS
 
Group AG
 
for any
 
and all
 
distributions payable
 
on them
 
on or
 
after the
relevant Share Creation Date.
"
Ordinary Trigger
 
Event Notice
 
Date
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (i)
of Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
9
"
Other Tier 1
 
Contingent Convertible
 
Capital Note
" means any capital
 
instrument (other than
the Notes) that:
(a)
is
 
eligible
 
in
 
full
 
to
 
be
 
(i) treated
 
as
 
Additional
 
Tier 1
 
Capital
 
and
 
(ii) counted
 
towards
either the Going-Concern LR
 
Requirement or the Going-Concern
 
RWA
 
Requirement (or
both); and
(b)
subject to the terms and
 
conditions thereof, is to be converted
 
into Ordinary Shares when
the CET1 Ratio
 
(or equivalent
 
capital measure
 
of the
 
Group described
 
in the
 
terms and
conditions thereof) falls below a
 
certain threshold and/or a Viability
 
Event (or equivalent
event described in the terms and conditions thereof) occurs.
"
Parity
 
Obligations
"
 
means
 
(i) all
 
obligations
 
of
 
the
 
Issuer
 
in
 
respect
 
of
 
Tier 1
 
Instruments
(excluding any
 
such obligations that
 
rank, or are
 
expressed to rank,
 
junior to claims
 
in respect of
the
 
Notes),
 
and
 
(ii) any
 
other
 
securities
 
or
 
obligations
 
(including,
 
without
 
limitation,
 
any
guarantee,
 
credit
 
support
 
agreement
 
or
 
similar
 
undertaking)
 
of
 
the
 
Issuer
 
that
 
rank,
 
or
 
are
expressed to rank,
pari passu
with claims in respect of the Notes and/or any Parity Obligation.
"
Paying
 
Agent
" has
 
the meaning
 
assigned to
 
such term
 
in clause (c)
 
of Condition 9
 
(
Payments;
Agents
).
"
Payment Business Day
" means a day (other than a Saturday or a Sunday) on which commercial
banks
 
and
 
foreign
 
exchange
 
markets
 
settle
 
payments
 
and
 
are
 
open
 
for
 
general
 
business
(including,
 
without
 
limitation,
 
dealing
 
in
 
foreign
 
exchange
 
and
 
foreign
 
currency
 
deposits)
 
in
Singapore.
"
Permitted Transactions
" means:
(a)
repurchases,
 
redemptions
 
or
 
other
 
acquisitions
 
of
 
any
 
Ordinary
 
Shares
 
in
 
connection
with
 
(x) any
 
employment
 
contract,
 
benefit
 
plan
 
or
 
similar
 
arrangement
 
with,
 
or
 
for
 
the
benefit of, any employees, officers,
 
directors or consultants of any member
 
of the Group,
(y) a dividend reinvestment
 
or shareholder share purchase
 
plan or (z) the issuance
 
of any
Ordinary
 
Shares
 
(or
 
securities
 
convertible
 
into,
 
or
 
exercisable
 
for,
 
Ordinary
 
Shares)
 
as
consideration for an acquisition consummated by any member of the Group;
(b)
market-making
 
in
 
Ordinary
 
Shares
 
as part
 
of
 
the
 
securities
 
business
 
of
 
any
 
member
 
of
the Group;
(c)
purchases
 
of
 
fractional
 
interests
 
in
 
any
 
Ordinary
 
Shares
 
pursuant
 
to
 
the
 
conversion
 
or
exchange provisions
 
of (x) such
 
Ordinary Shares
 
or (y) any
 
security convertible
 
into, or
exercisable for, Ordinary Shares;
(d)
redemptions or repurchases of
 
Ordinary Shares pursuant
 
to any shareholders' rights plan;
and
(e)
distributions in
 
cash or
 
in kind
 
on, or
 
repurchases, redemptions
 
or other
 
acquisitions of,
any
 
Ordinary
 
Shares
 
as
 
a
 
part
 
of
 
any
 
solvent
 
reorganisation,
 
reconstruction,
amalgamation
 
or merger
 
of any
 
member of
 
the Group,
 
so long
 
as such
 
member (or
 
the
successor
 
entity
 
resulting
 
from
 
such
 
reorganisation,
 
reconstruction,
 
amalgamation
 
or
merger) continues to be a member of the Group.
"
Person
" means
 
any individual,
 
corporation,
 
bank, partnership,
 
joint venture,
 
association, joint-
stock
 
company,
 
limited
 
liability
 
company,
 
trust,
 
unincorporated
 
organisation
 
or
 
government
 
or
any agency or political subdivision thereof.
"
Presentation
 
Currency
"
 
means
 
(i) with
 
respect
 
to
 
any
 
Quarterly
 
Financial
 
Accounts,
 
the
presentation
 
currency
 
of
 
such
 
Quarterly
 
Financial
 
Accounts,
 
and
 
(ii) with
 
respect
 
to
 
any
Reviewed Interim
 
Measurement, the
 
Presentation Currency
 
of the
 
Quarterly Financial
 
Accounts
that
 
will be
 
prepared
 
for
 
the relevant
 
financial
 
quarterly
 
or annual
 
period
 
in which
 
the relevant
Extraordinary Publication Date falls.
10
"
Prevailing
 
Rate
"
 
means,
 
in
 
respect
 
of
 
any
 
currencies
 
on
 
any
 
day,
 
the
 
spot
 
rate
 
of
 
exchange
between the
 
relevant currencies
 
prevailing as
 
at or
 
about 12
 
noon (New
 
York
 
City time)
 
on that
date as appearing on
 
or derived from
 
the Relevant Page or,
 
if such a rate
 
cannot be determined at
such time,
 
the rate
 
prevailing as
 
at or
 
about 12
 
noon (New
 
York
 
City time)
 
on the
 
immediately
preceding day
 
on which
 
such rate
 
can be
 
so determined
 
or, if
 
such rate
 
cannot be
 
so determined
by reference
 
to the
 
Relevant Page,
 
the rate
 
determined
 
in such
 
other
 
manner
 
as an
 
Independent
Adviser determines to be appropriate.
"
Principal
 
Paying
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
principal
 
paying
 
agent
 
for
 
the
Notes, and
 
includes any
 
successor principal
 
paying agent
 
for the
 
Notes appointed
 
in accordance
with the terms of the Agency Agreement.
"
Protective
 
Measures
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
the
 
definition
 
of
 
the
 
term
"Bankruptcy Event".
"
Public Sector
" means
 
the government
 
of, or
 
a governmental
 
agency or
 
the central
 
bank in,
 
the
country of incorporation of the Group Holding Company.
"
Publication Date
" means an Ordinary Publication Date or an Extraordinary Publication
 
Date, as
the case may be.
"
Qualifying
 
Relevant
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
Condition 8(e) (
Conversion – Qualifying Relevant Event
).
"
Quarterly
 
Financial
 
Accounts
"
 
means
 
(i) the
 
financial
 
statements
 
of
 
the
 
Group
 
(including,
without
 
limitation,
 
the
 
notes
 
thereto)
 
in
 
respect
 
of
 
a
 
financial
 
quarter
 
published
 
by
 
the
 
Group
Holding
 
Company,
 
which
 
have
 
been
 
reviewed
 
by
 
the
 
Auditor
 
in
 
accordance
 
with
 
the
International
 
Standards
 
on
 
Auditing;
provided,
 
however
,
 
that,
 
if
 
the
 
financial
 
statements
 
of
 
the
Group in respect of the last quarter
 
of any year are not so reviewed,
 
the term "Quarterly Financial
Accounts"
 
in
 
respect
 
of
 
such
 
quarter
 
will
 
mean
 
instead
 
the
 
annual
 
financial
 
statements
 
of
 
the
Group (including,
 
without limitation,
 
the notes
 
thereto) in respect
 
of such year,
 
which have
 
been
audited
 
by
 
the
 
Auditor
 
in
 
accordance
 
with
 
the
 
International
 
Standards
 
on
 
Auditing
 
and
 
are
published in
 
the annual
 
report of
 
the Group
 
Holding Company
 
for such
 
year,
 
or (ii) in
 
the event
that
 
the
 
Group
 
does
 
not
 
publish
 
quarterly
 
financial
 
statements
 
as
 
described
 
in
 
clause (i)
 
of
 
this
definition,
 
the financial
 
disclosures published
 
by the
 
Group pursuant
 
to and
 
in compliance
 
with
FINMA
 
Circular
 
2016/01
 
"Capital
 
Adequacy
 
Disclosures
 
Banks",
 
as
 
amended
 
and
 
as
 
may
 
be
further amended
 
from time to
 
time, or pursuant
 
to and in
 
compliance with any
 
successor circular
or regulation applicable
 
to the Group
 
Holding Company,
provided
 
that such financial
 
disclosures
are
 
published
 
for
 
each
 
financial
 
quarter
 
and
 
the
 
interim
 
earnings
 
included
 
in
 
such
 
disclosures
have been reviewed by the Auditor in accordance with International Standards
 
on Auditing.
"
Recognised
 
Stock
 
Exchange
"
 
means
 
an
 
EEA
 
Regulated
 
Market,
 
a
 
regulated,
 
regularly
operating, recognised
 
stock exchange
 
in Switzerland
 
or any
 
other regulated,
 
regularly operating,
recognised stock exchange or securities market in an OECD member
 
state.
"
Redemption
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
 
Condition 6(e)
(
Redemption and Purchase – Conditions
 
for redemption
).
"
Redemption
 
Notice
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (i)
 
of Condition 6(e)
(
Redemption and Purchase – Conditions
 
for redemption
).
"
Reference Period
" has the meaning
 
assigned to such term
 
in the definition of
 
the term "Current
Market Price".
"
Reference Rate
" means, in relation to any Reset Interest Period:
(a)
the 5-Year
 
SORA OIS Rate
 
as at the
 
Relevant Time
 
on the Reset
 
Determination Date
 
in
relation
 
to
 
such
 
Reset
 
Interest
 
Period
 
appearing
 
on
 
the
 
Reference
 
Rate
 
Page
 
on
 
such
Reset Determination Date; or
11
(b)
if
 
such
 
5-Year
 
SORA
 
OIS
 
Rate
 
does
 
not
 
appear
 
on
 
the
 
Reference
 
Rate
 
Page
 
on
 
such
Reset
 
Determination
 
Date,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
in
 
relation
 
to
 
such
 
Reset
Determination Date.
"
Reference
 
Rate Page
" means
 
the "OTC
 
SGD OIS"
 
page on
 
Bloomberg (or
 
(i) such other
 
page
as
 
may
 
replace
 
that
 
page
 
on
 
Bloomberg,
 
or
 
(ii) if
 
there
 
is
 
no
 
such
 
replacement
 
page
 
on
Bloomberg, such other
 
page on such other information
 
service that is the generally accepted
 
page
used by market participants
 
at that time for purposes of
 
observing the 5-Year
 
SORA OIS Rate, in
the
 
case
 
of
 
each
 
of
 
clauses (i)
 
and
 
(ii),
 
as
 
determined
 
by
 
the
 
Issuer
 
after
 
consultation
 
with
 
the
Calculation Agent).
 
As of
 
the Issue
 
Date, the
 
5-Year
 
SORA OIS
 
Rate appears
 
on the
 
Reference
Rate
 
Page
 
under
 
the
 
column
 
headed
 
"Ask"
 
within
 
the
 
section
 
headed
 
"OIS
 
BGN",
 
but
 
may
appear
 
on the
 
Reference
 
Rate Page
 
under such
 
other
 
column
 
and/or section
 
as may
 
apply
 
from
time to time.
"
Regulatory
 
Event
"
 
has
 
the meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 6(d)
(
Redemption and Purchase – Redemption
 
due to a Regulatory Event
).
"
Relevant
 
Accounts
"
 
means,
 
in
 
respect
 
of
 
any
 
Interest
 
Payment
 
Date,
 
the
 
most
 
recently
published
 
audited
 
unconsolidated
 
annual
 
financial
 
statements
 
of
 
UBS
 
Group
 
AG
 
prepared
 
in
accordance with the Swiss Code.
"
Relevant
 
Currency
" means
 
USD or,
 
if at
 
the relevant
 
time or
 
for the
 
purposes of
 
the relevant
calculation
 
or
 
determination
 
there
 
is
 
a
 
Relevant
 
Stock
 
Exchange
 
but
 
the
 
New
 
York
 
Stock
Exchange
 
is
 
not
 
the
 
Relevant
 
Stock
 
Exchange
 
(or
 
is
 
the
 
Relevant
 
Stock
 
Exchange
 
but
 
the
Ordinary Shares
 
are not
 
quoted or
 
dealt in
 
thereon in
 
USD), the
 
currency in
 
which the
 
Ordinary
Shares are quoted or dealt in on the Relevant Stock Exchange at such time.
"
Relevant
 
Date
" means,
 
with respect
 
to any
 
payment,
 
(i) the
 
date on
 
which
 
such payment
 
first
becomes
 
due
 
under
 
the
 
Notes
 
(the
 
"
Scheduled
 
Due
 
Date
"),
 
or
 
(ii) if
 
the
 
full
 
amount
 
of
 
the
money payable
 
on the Scheduled
 
Due Date
 
has not
 
been received
 
by the Principal
 
Paying Agent
on or before the
 
Scheduled Due Date, the
 
date on which the
 
full amount of
 
the money due on
 
the
Scheduled Due Date has been received by the Principal Paying Agent.
"
Relevant
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Relevant
 
Page
" means
 
the page
 
on Bloomberg
 
or such
 
other information
 
service provider
 
that
displays the relevant information.
"
Relevant
 
Shares
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (iv)
 
of
 
Condition 8(e)
(
Conversion – Qualifying Relevant Event
).
"
Relevant Stock
 
Exchange
" means the New
 
York
 
Stock Exchange or,
 
if at the relevant
 
time the
Ordinary
 
Shares
 
are
 
not
 
listed
 
and
 
admitted
 
to
 
trading
 
on
 
the
 
New
 
York
 
Stock
 
Exchange,
 
the
principal
 
stock
 
exchange
 
or
 
securities
 
market
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
then
 
listed,
admitted to trading or quoted or accepted for dealing (if any).
"
Relevant Time
" means 4:00 p.m. (Singapore time).
"
Reorganisation
"
 
means
 
proceedings
 
that
 
effect
 
the
 
interposition
 
of
 
a
 
corporation
 
or
 
other
limited
 
liability
 
company
 
("
Newco
")
 
between
 
the
 
Shareholders
 
immediately
 
prior
 
to
 
such
proceedings (the
 
"
Existing Shareholders
") and
 
UBS Group
 
AG,
provided
 
that (i) only
 
ordinary
shares or units
 
or equivalent
 
of Newco or
 
depositary or other
 
receipts or certificates
 
representing
ordinary
 
shares
 
or
 
units
 
or
 
equivalent
 
of
 
Newco
 
are
 
issued
 
to
 
Existing
 
Shareholders,
(ii) immediately
 
after completion
 
of such
 
proceedings the
 
only holders
 
of ordinary
 
shares, units
or
 
equivalent
 
of
 
Newco
 
or
 
the
 
only
 
holders
 
of
 
depositary
 
or
 
other
 
receipts
 
or
 
certificates
representing
 
ordinary
 
shares
 
or
 
units
 
or
 
equivalent
 
of
 
Newco,
 
as
 
the
 
case
 
may
 
be,
 
are
 
Existing
Shareholders
 
holding
 
in
 
the
 
same
 
proportions
 
as
 
immediately
 
prior
 
to
 
completion
 
of
 
such
proceedings,
 
(iii) immediately
 
after
 
completion
 
of
 
such
 
proceedings,
 
Newco
 
is (or
 
one
 
or
 
more
wholly-owned
 
subsidiaries
 
of
 
Newco
 
are)
 
the
 
only
 
shareholder
 
of
 
UBS
 
Group
 
AG,
 
(iv) all
subsidiaries
 
of
 
UBS
 
Group
 
AG
 
immediately
 
prior
 
to
 
such
 
proceedings
 
(other
 
than
 
Newco,
 
if
Newco is then a subsidiary of UBS Group
 
AG) are subsidiaries of UBS Group AG (or of Newco)
12
immediately after
 
completion of such
 
proceedings, and (v)
 
immediately after
 
completion of such
proceedings, UBS Group AG
 
(or Newco) holds, directly
 
or indirectly,
 
the same percentage of the
ordinary
 
share capital
 
and equity
 
share capital
 
of those
 
subsidiaries as
 
was held
 
by UBS
 
Group
AG immediately prior to such proceedings.
"
Reset
 
Date
"
 
means
 
the
 
First
 
Call
 
Date
 
and
 
each
 
day
 
that
 
falls
 
on
 
the
 
fifth
 
anniversary
 
of
 
the
immediately preceding Reset Date.
"
Reset Determination
 
Date
" means, in
 
relation to any
 
Reset Interest Period,
 
the day falling
 
two
Business Days prior to the Reset Date on which such Reset Interest Period commences.
"
Reset
 
Interest
 
Amount
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
Condition 5(b)
 
(
Interest
 
–
Determination
 
of
 
the
 
Reference
 
Rate,
 
the
 
Reset
 
Interest
 
Rate
 
and
 
the
 
Reset
 
Interest
 
Amount
 
in
relation to each Reset Interest
 
Period
).
"
Reset Interest
 
Period
" means
 
each period
 
from (and
 
including) any
 
Reset Date
 
and ending
 
on
(but excluding) the next Reset Date.
"
Reset Interest
 
Rate
" means, in relation
 
to any Reset Interest Period,
 
the sum of the
 
Margin and
the Reference Rate in relation to such Reset Interest Period.
"
Reset
 
Reference
 
Bank
 
Rate
"
 
means,
 
in
 
relation
 
to
 
any
 
Reset
 
Determination
 
Date,
 
the
percentage
 
rate (rounded,
 
if necessary,
 
to the
 
fifth
 
decimal
 
place,
 
with 0.000005
 
being rounded
upwards) determined by the Calculation Agent as follows:
(a)
the
 
Calculation
 
Agent
 
will
 
request
 
the
 
principal
 
Singapore
 
office
 
of
 
each
 
of
 
the
 
Reset
Reference Banks
 
to provide
 
it with
 
a quotation
 
for such
 
Reset Reference
 
Bank's 5-Year
SORA
 
OIS
 
Rate
 
(with
 
the
 
relevant
 
interest
 
rate
 
swap
 
transaction
 
commencing
 
on
 
the
Reset Date
 
on which
 
the Reset
 
Interest Period
 
to which
 
such Reset
 
Determination
 
Date
relates commences
 
and being
 
in an
 
amount that
 
is representative
 
of a
 
single transaction
in the relevant market at
 
the relevant time with an
 
acknowledged dealer of good
 
credit in
the
 
swap
 
market)
 
as at
 
the
 
Relevant
 
Time
 
on
 
the
 
Business
 
Day
 
immediately
 
following
such Reset Determination Date; and
(b)
if at least
 
three such
 
quotations are
 
provided, the
 
Reset Reference
 
Bank Rate will
 
be the
arithmetic mean
 
of the
 
quotations provided,
 
eliminating the
 
highest quotation
 
(or,
 
in the
event
 
of
 
equality,
 
one
 
of
 
the
 
highest)
 
and
 
the
 
lowest
 
quotation
 
(or,
 
in
 
the
 
event
 
of
equality, one of the lowest);
 
or
(c)
if
 
only
 
two
 
such
 
quotations
 
are
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
the
arithmetic mean of the quotations provided; or
(d)
if
 
only
 
one
 
such
 
quotation
 
is
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
the
quotation provided; or
(e)
if
 
no
 
such
 
quotations
 
are
 
provided,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
will
 
be
 
(i) if
 
such
Reset Determination
 
Date is in
 
relation to
 
any Reset Interest
 
Period other
 
than the Reset
Interest Period
 
commencing on
 
the First
 
Call Date,
 
the Reference
 
Rate in
 
respect of
 
the
immediately preceding
 
Reset Interest
 
Period, or
 
(ii) if such
 
Reset Determination
 
Date is
in
 
relation
 
to
 
the
 
Reset
 
Interest
 
Period
 
commencing
 
on
 
the
 
First
 
Call
 
Date,
 
2.966 per
cent. per annum.
"
Reset Reference
 
Banks
" means five major banks in the Singapore interbank market,
 
as selected
by the Issuer after consultation with the Calculation Agent.
"
Restructuring
 
Proceedings
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
the
 
definition
 
of
 
the
term "Bankruptcy Event".
"
Reviewed
 
Interim
 
Measurement
"
 
means
 
an
 
interim
 
measurement
 
of
 
the
 
CET1 Ratio,
 
with
respect
 
to
 
which
 
the
 
Auditor
 
has
 
performed
 
procedures
 
in
 
accordance
 
with
 
the
 
International
Standard on
 
Related Services
 
(and relevant
 
Swiss standards
 
and practices)
 
applicable to
 
agreed-
upon procedures engagements.
13
"
Scheduled
 
Due
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
the
 
definition
 
of
 
the
 
term
"Relevant Date".
"
Securities
" means any shares in
 
the capital of UBS Group AG, or
 
any options, warrants or other
rights to
 
subscribe for
 
or purchase
 
or acquire
 
shares in
 
the capital
 
of UBS
 
Group AG,
 
excluding
all Other Tier 1 Contingent Convertible
 
Capital Notes (and each a "
Security
").
"
Senior
 
Obligations
"
 
means
 
all
 
obligations
 
of
 
the
 
Issuer
 
that
 
are
 
unsubordinated
 
or
 
that
 
are
subordinated and do not constitute either Junior Obligations or Parity Obligations.
"
Settlement Agency
 
Agreement
" means the Settlement Agency
 
Agreement dated as of the Issue
Date,
 
between
 
the
 
Issuer
 
and
 
the
 
Settlement
 
Agent,
 
as
 
amended,
 
supplemented
 
or
 
otherwise
modified from time to time.
"
Settlement
 
Agent
"
 
means
 
UBS
 
AG,
 
in
 
its
 
capacity
 
as
 
settlement
 
agent
 
for
 
the
 
Notes,
 
and
includes any
 
successor settlement
 
agent for
 
the Notes
 
appointed in
 
accordance with
 
these Terms
and Conditions.
"
Settlement
 
Share
 
Depository
"
 
means
 
SIX
 
SIS;
provided
,
however
,
 
that,
 
if
 
on or
 
prior to
 
any
date when a
 
function ascribed to
 
the Settlement Share
 
Depository in these
 
Terms
 
and Conditions
is
 
required
 
to
 
be
 
performed
 
the
 
Issuer
 
appoints
 
another
 
reputable
 
independent
 
financial
institution,
 
clearing
 
institution,
 
trust
 
company
 
or
 
similar
 
entity
 
to
 
perform
 
such
 
functions,
 
who
will
 
hold
 
Ordinary
 
Shares
 
in
 
a
 
designated
 
trust
 
account
 
for
 
the
 
benefit
 
of
 
the
 
Holders
 
and
otherwise
 
on
 
terms
 
consistent
 
with
 
these
 
Terms
 
and
 
Conditions,
 
then
 
"Settlement
 
Share
Depository" will mean such entity so appointed.
"
Settlement
 
Shares
 
Offer
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
Condition 8(h)
 
(
Conversion
 
–
Procedure for delivery
 
in respect of a Conversion
).
"
Settlement
 
Shares
 
Offer
 
Agent
" has
 
the meaning
 
given to
 
it in
 
Condition 8(h)
 
(
Conversion –
Procedure for delivery
 
in respect of a Conversion
).
"
SGD
" means Singapore dollars.
"
Share
 
Creation
 
Date
"
 
means,
 
in
 
relation
 
to
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
on
Conversion, the
 
date falling
 
after the relevant
 
Trigger Event
 
Notice or Viability
 
Event Notice, as
the case may be, and
 
on or prior to the applicable
 
Conversion Date on which
 
as a matter of Swiss
law the relevant Ordinary Shares are paid up.
"
Shareholders
" means the holders of Ordinary Shares.
"
Singapore
 
Overnight
 
Rate
 
Average
 
Overnight
 
Indexed
 
Swap
"
 
means
 
a
 
fixed-for-floating
SGD
 
interest
 
rate
 
swap
 
transaction
 
with
 
a
 
semi-annual
 
fixed
 
leg
 
(calculated
 
on
 
the
 
same
 
day
count basis as
 
the Day Count
 
Fraction) and
 
a floating
 
leg based on
 
six-month daily
 
compounded
Singapore Overnight
 
Rate Average
 
(SORA) (payable
 
in arrear)
 
rate (calculated
 
on the
 
same day
count basis as the Day Count Fraction).
"
SIX SIS
" means SIX SIS Ltd and any successor thereto.
"
Substitute
 
Issuer
" has
 
the meaning
 
assigned to
 
such term
 
in clause (a)
 
of Condition 15
 
(
Issuer
Substitution
).
"
Substitution
 
Documents
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (a)(iv)
 
of
Condition 15 (
Issuer Substitution
).
"
Substitution
 
or
 
Amendment
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (b)(iii) of Condition 13 (
Meeting of Holders; Substitution and Amendment
).
"
Swiss
 
Banking
 
Act
"
 
means
 
the
 
Swiss
 
Federal
 
Act
 
on
 
Banks
 
and
 
Savings
 
Institutions
 
of
8 November 1934, as amended and as may be further amended from time
 
to time.
14
"
Swiss Code
" means
 
the Swiss
 
Code of
 
Obligations of
 
30 March 1911,
 
as amended
 
and as
 
may
be further amended from time to time.
"
Swiss
 
Resolution
 
Power
"
 
means
 
any
 
statutory
 
power
 
of
 
FINMA
 
that
 
it
 
may
 
exercise
 
during
Restructuring
 
Proceedings
 
as set
 
forth
 
in article 28
 
et seqq.
 
of the
 
Swiss Banking
 
Act or
 
in any
implementing
 
ordinance
 
or
 
successor
 
Swiss
 
law
 
or
 
regulation
 
or
 
analogous
 
Swiss
 
law
 
or
regulation applicable to bank holding
 
companies incorporated under the laws of
 
Switzerland such
as UBS Group AG,
 
including, without
 
limitation, the
 
power to (i) transfer
 
the assets of
 
the entity
subject
 
to
 
such
 
Restructuring
 
Proceedings,
 
or
 
portions
 
thereof,
 
together
 
with
 
such
 
entity's
 
debt,
other
 
liabilities and
 
contracts, or
 
portions thereof,
 
to another
 
entity,
 
(ii) stay
 
(for a
 
maximum
 
of
two business days) the termination of, or the exercise of
 
(w) rights to terminate, (x) netting rights,
(y) rights
 
to
 
enforce
 
or
 
dispose
 
of
 
certain
 
types
 
of
 
collateral
 
or
 
(z) rights
 
to
 
transfer
 
claims,
liabilities or
 
certain
 
collateral
 
under,
 
contracts to
 
which
 
the entity
 
subject to
 
such Restructuring
Proceedings
 
is
 
a
 
party,
 
(iii) partially
 
or
 
fully
 
convert
 
the
 
debt
 
of
 
the
 
entity
 
subject
 
to
 
such
Restructuring Proceedings
 
into equity,
 
and/or (iv) partially or
 
fully write-down the
 
obligations of
the entity subject to such Restructuring Proceedings.
"
Tax
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 6(c)
(
Redemption and Purchase – Redemption
 
due to a Tax
 
Event
).
"
Tax Jurisdiction
" means Switzerland.
"
Taxes
" has the meaning assigned to such term in clause (a) of Condition 10 (
Taxation
).
"
Threshold Ratio
" means 7 per cent.
"
Tier
 
1
 
Capital
"
 
means
 
Additional Tier
 
1 Capital
 
or any
 
item that
 
qualifies
 
as common
 
equity
tier 1 capital pursuant to National Regulations.
"
Tier
 
1
 
Instruments
"
 
means
 
any
 
and
 
all
 
(i) securities
 
or
 
other
 
obligations
 
(other
 
than
 
Tier 1
Shares)
 
issued
 
by
 
UBS
 
Group
 
AG
 
or
 
(ii) shares,
 
securities,
 
participation
 
securities
 
or
 
other
obligations
 
(other than
 
Tier 1
 
Shares) issued
 
by a
 
subsidiary of
 
UBS Group
 
AG and
 
having
 
the
benefit of
 
a guarantee,
 
credit support
 
agreement or
 
similar undertaking
 
of UBS
 
Group AG,
 
each
of
 
which
 
shares,
 
securities,
 
participation
 
securities
 
or
 
other
 
obligations
 
described
 
in
 
clauses (i)
and
 
(ii)
 
of
 
this
 
definition
 
qualify,
 
or
 
are
 
issued
 
in
 
respect
 
of
 
a
 
security
 
that
 
qualifies,
 
as
 
Tier 1
Capital
 
of
 
the
 
Group
 
and/or
 
UBS
 
Group
 
AG
 
(without
 
regard
 
to
 
quantitative
 
limits
 
on
 
such
capital) on a consolidated (
Finanzgruppe
) or on an unconsolidated (
Einzelinstitut
) basis.
"
Tier
 
1 Shares
" means
 
all classes
 
of share
 
capital and
 
participation certificates
 
(if any)
 
of UBS
Group AG
 
or any
 
subsidiary of
 
UBS Group
 
AG that
 
qualify as
 
common
 
equity tier 1
 
capital of
the Group
 
and/or UBS
 
Group AG
 
under National
 
Regulations on
 
a consolidated
 
(
Finanzgruppe
)
or on an unconsolidated (
Einzelinstitut
) basis.
"
Trigger
 
Breach
 
Determination
 
Date
" has
 
the meaning
 
assigned to
 
such term
 
in subclause
 
(i)
of Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
CET1 Ratio
" means, as of any Publication
 
Date, (i) the sum of (x) the CET1 Capital
 
as
of
 
the
 
relevant
 
Balance
 
Sheet
 
Date
 
and
 
(y) the
 
Higher-Trigger
 
Amount
 
as
 
of
 
such
 
Publication
Date,
 
divided
 
by
 
(ii) the
 
BIS
 
Risk
 
Weighted
 
Assets
 
as
 
of
 
the
 
relevant
 
Balance
 
Sheet
 
Date,
expressed as a percentage.
"
Trigger
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 7(a)
(
Trigger Event and Viability
 
Event – Trigger Event
).
"
Trigger
 
Event
 
Conversion
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 7(b) (
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
Event Notice
" has the meaning assigned to such term in subclause (i) of Condition
 
7(b)
(
Trigger Event and Viability
 
Event – Trigger Event Notice
).
"
Trigger
 
Event Notice Date
" means an Ordinary Trigger
 
Event Notice Date or an Extraordinary
Trigger Event Notice Date, as the case may be.
15
"
US
"
 
or
 
"
United
 
States
"
 
means
 
the
 
United
 
States
 
of
 
America
 
(including
 
the
 
States
 
and
 
the
District of Columbia), its territories, its possessions and other areas subject
 
to its jurisdiction.
"
USD
" means United States dollars.
"
Viability
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
 
Condition 7(c)
(
Trigger Event and Viability
 
Event – Viability
 
Event
).
"
Viability
 
Event
 
Conversion
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 7(c) (
Trigger Event and Viability
 
Event – Viability
 
Event
).
"
Viability
 
Event
 
Notice
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 7(c) (
Trigger Event and Viability
 
Event – Viability
 
Event
).
"
Volume
 
Weighted
 
Average
 
Price
" means, in respect of
 
an Ordinary Share or other
 
Security on
any dealing
 
day,
 
the order book
 
volume-weighted average
 
price (rounded
 
to the same
 
number of
decimal places as the initial Conversion Price)
 
of an Ordinary Share or such other Security,
 
as the
case may be, published on
 
or by or derived from (i)
 
in the case of an Ordinary
 
Share, the relevant
Bloomberg
 
page, or
 
(ii) in the
 
case of
 
a Security
 
other than
 
Ordinary Shares,
 
the principal
 
stock
exchange or
 
securities market
 
on which
 
such Security
 
is then
 
listed or
 
quoted or
 
dealt in,
 
if any,
or,
 
in
 
the
 
case
 
of
 
each
 
of
 
clauses (i)
 
and
 
(ii),
 
such
 
other
 
source
 
as
 
an
 
Independent
 
Adviser
determines to
 
be appropriate, on
 
such dealing day,
provided
 
that if on
 
any such dealing
 
day such
price
 
is
 
not
 
available
 
or
 
cannot
 
otherwise
 
be
 
determined
 
as
 
provided
 
above,
 
the
 
Volume
Weighted
 
Average
 
Price
 
of
 
an
 
Ordinary
 
Share
 
or
 
such
 
other
 
Security,
 
as
 
the
 
case
 
may
 
be,
 
in
respect
 
of
 
such
 
dealing
 
day
 
shall
 
be
 
(i) the
 
Volume
 
Weighted
 
Average
 
Price,
 
determined
 
as
provided
 
above,
 
on
 
the
 
most
 
recently
 
preceding
 
dealing
 
day
 
on
 
which
 
the
 
same
 
can
 
be
 
so
determined, or
 
(ii) determined in
 
such other
 
manner as
 
an Independent
 
Adviser determines
 
to be
appropriate.
2.
AMOUNT AND DENOMINATION;
 
FORM AND TRANSFER
(a)
Amount and denomination
The initial aggregate principal amount
 
of the Notes will be SGD 175,000,000.
 
The Notes
will
 
be
 
issued
 
to
 
Holders
 
in
 
minimum
 
denominations
 
of
 
SGD 250,000
 
and
 
integral
multiples of SGD 250,000 in excess thereof.
 
The Notes may be held and transferred
 
only
in
 
minimum
 
denominations
 
of
 
SGD 250,000
 
and
 
integral
 
multiples
 
of
 
SGD 250,000
 
in
excess thereof.
(b)
Form and transfer
The
 
Notes
 
are
 
issued
 
in
 
uncertificated
 
form
 
as
 
uncertificated
 
securities
 
(
einfache
Wertrechte
)
 
in
 
accordance
 
with
 
article 973c
 
of
 
the
 
Swiss
 
Code.
 
The
 
uncertificated
securities (
einfache Wertrechte
) will
 
be created
 
by the
 
Issuer by
 
means of
 
a registration
in its register of uncertificated securities
 
(
Wertrechtebuch
). Such uncertificated securities
will
 
then
 
be
 
entered
 
into
 
the
 
main
 
register
 
(
Hauptregister
)
 
of
 
SIX
 
SIS
 
or
 
any
 
other
intermediary
 
(
Verwahrungsstelle
)
 
in
 
Switzerland
 
recognised
 
for
 
such
 
purposes
 
by
 
SIX
Swiss
 
Exchange
 
Ltd
 
(SIX
 
SIS
 
or
 
any
 
such
 
other
 
intermediary,
 
the
 
"
Intermediary
").
Once
 
the
 
uncertificated
 
securities are
 
registered
 
in
 
the
 
main
 
register
 
(
Hauptregister
)
 
of
the
 
Intermediary
 
and
 
entered
 
into
 
the
 
accounts
 
of
 
one
 
or
 
more
 
participants
 
of
 
the
Intermediary,
 
the Notes will constitute
 
intermediated securities (
Bucheffekten
) within the
meaning of the FISA ("
Intermediated Securities
").
So long
 
as the
 
Notes are
 
Intermediated Securities,
 
the Notes
 
may only
 
be transferred
 
by
the entry
 
of the
 
transferred
 
Notes in
 
a securities
 
account
 
of the
 
transferee,
 
as set
 
out in
the provisions of the FISA.
The records
 
of the
 
Intermediary
 
will determine
 
the number
 
of Notes
 
held
 
through each
participant in the Intermediary.
16
Neither the Issuer
 
nor any Holder
 
nor any other
 
Person will at any
 
time have the
 
right to
effect
 
or
 
demand
 
the
 
conversion
 
of
 
the
 
Notes
 
into,
 
or
 
the
 
delivery
 
of,
 
a
 
global
 
note
(
Globalurkunde
) or individually certificated securities (
Wertpapiere
).
3.
RESERVED
4.
STATUS
 
AND SUBORDINATION
(a)
Status
The
 
Notes
 
constitute
 
direct,
 
unsecured
 
and
 
subordinated
 
obligations
 
of
 
the
 
Issuer
 
and
rank
pari passu
 
and without any
 
preference among
 
themselves. The rights
 
and claims of
the Holders against the Issuer under the Notes are
 
subordinated as described in clause (b)
of this Condition 4.
(b)
Subordination
In
 
the
 
event
 
of
 
(i) a
 
Bankruptcy
 
Event
 
or
 
(ii) an
 
order
 
being
 
made,
 
or
 
an
 
effective
resolution
 
being
 
passed,
 
for
 
the
 
liquidation
 
or
 
winding-up
 
of
 
the
 
Issuer
 
(except,
 
in
 
any
such
 
case,
 
a
 
solvent
 
liquidation
 
or
 
winding-up
 
of
 
the
 
Issuer
 
solely
 
for
 
purposes
 
of
 
a
reorganisation,
 
reconstruction or
 
amalgamation of
 
the Issuer
 
or the
 
substitution in
 
place
of the
 
Issuer of
 
a successor
 
in business
 
to the
 
Issuer,
 
the terms
 
of which
 
reorganisation,
reconstruction,
 
amalgamation
 
or
 
substitution
 
(x) have
 
previously
 
been
 
approved
 
by
 
a
valid
 
resolution
 
of
 
the
 
Holders
 
and
 
(y) do
 
not
 
provide
 
that
 
the
 
Notes
 
shall
 
become
redeemable in accordance with these Terms
 
and Conditions),
(i)
if
 
such
 
event
 
occurs
 
prior
 
to
 
the
 
occurrence
 
of
 
a
 
Trigger
 
Event
 
or
 
a
 
Viability
Event,
 
the
 
rights
 
and
 
claims
 
of
 
the
 
Holders
 
against
 
the
 
Issuer
 
in
 
respect
 
of
 
or
arising under (including,
 
without limitation, any
 
damages awarded for
 
breach of
any
 
obligation
 
under)
 
the
 
Notes
 
will,
 
subject
 
to
 
any
 
obligations
 
that
 
are
mandatorily
 
preferred
 
by
 
law,
 
rank
 
(A) junior
 
to
 
the
 
rights
 
and
 
claims
 
of
 
all
holders
 
of
 
Senior
 
Obligations,
 
(B)
pari
 
passu
 
with
 
the
 
rights
 
and
 
claims
 
of
holders of
 
Parity Obligations,
 
and (C) senior
 
to the
 
rights and
 
claims of
 
holders
of Junior
 
Obligations;
provided
,
however
, that,
 
if a
 
Trigger Event
 
or a
 
Viability
Event
 
subsequently
 
occurs
 
while
 
such
 
Bankruptcy
 
Event
 
or
 
liquidation
 
or
winding-up,
 
as
 
the
 
case
 
may
 
be,
 
is
 
continuing,
 
the
 
rights
 
and
 
claims
 
of
 
the
Holders
 
against
 
the
 
Issuer
 
in
 
respect
 
of
 
the
 
delivery
 
of
 
Ordinary
 
Shares
 
in
accordance with Condition 8
 
(
Conversion
) will rank as set forth
 
in subclause (ii)
below; or
(ii)
if such
 
event occurs
 
on or
 
after the occurrence
 
of a Trigger
 
Event or
 
a Viability
Event,
 
the
 
rights and
 
claims of
 
the
 
Holders
 
against
 
the
 
Issuer
 
in
 
respect
 
of the
delivery
 
of
 
Ordinary
 
Shares
 
in
 
accordance
 
with
 
Condition 8
 
(
Conversion
)
 
will
rank
 
(A) junior
 
to
 
the
 
rights
 
and
 
claims
 
of
 
all
 
holders
 
of
 
Senior
 
Obligations,
(B) junior to the
 
rights and claims
 
of holders of
 
Parity Obligations, and
 
(C)
pari
passu
 
with the rights and claims of holders of Junior Obligations.
(c)
Claims subject to a Conversion
Any
 
claim
 
of
 
any
 
Holder
 
in
 
respect
 
of
 
or
 
arising
 
under
 
the
 
Notes
 
(including,
 
without
limitation,
 
any
 
claim
 
in
 
relation
 
to
 
any
 
unsatisfied
 
payment
 
obligation
 
of
 
the
 
Issuer
subject to enforcement
 
by any Holder
 
pursuant to Condition
 
12 (
Events of Default
) or in
relation
 
to
 
the
 
occurrence
 
of
 
any
 
other
 
Event
 
of
 
Default)
 
will
 
be
 
subject
 
to,
 
and
superseded
 
by,
 
Condition 8
 
(
Conversion
),
 
irrespective
 
of
 
whether
 
the
 
relevant
 
Trigger
Event or Viability
 
Event, as applicable, has occurred,
 
or, in the case
 
of a Viability
 
Event,
the relevant Viability
 
Event Notice has
 
been given, prior
 
to or after
 
the occurrence of
 
an
Event of Default or any other event.
17
5.
INTEREST
(a)
Interest Payment Dates
(i)
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (h)
 
of
 
this
 
Condition 5,
 
the
Notes will
 
bear
 
interest on
 
their principal
 
amount (A)
 
from (and
 
including) the
Issue Date
 
to (but excluding)
 
the First
 
Call Date,
 
at the Fixed
 
Interest Rate,
 
and
(B) thereafter, at the applicable Reset Interest Rate.
(ii)
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (i)
 
of
 
this Condition
 
5,
 
interest
on
 
the
 
Notes
 
will
 
be
 
payable
 
semi-annually
 
in
 
arrear
 
on
 
21
 
June
 
and
 
21
December of each year (each, an "
Interest Payment
 
Date
"), commencing on 21
December 2024.
(b)
Determination
 
of
 
the
 
Reference
 
Rate,
 
the
 
Reset
 
Interest
 
Rate
 
and
 
the
 
Reset
 
Interest
Amount in relation to each Reset Interest
 
Period
With
 
respect to
 
each Reset
 
Interest Period
 
and subject
 
to clause
 
(c) of
 
this Condition
 
5,
the Calculation
 
Agent will,
 
as soon
 
as practicable
 
after the
 
Relevant Time
 
on the
 
Reset
Determination
 
Date
 
in
 
relation
 
to
 
such
 
Reset
 
Interest
 
Period,
 
determine
 
the
 
Reference
Rate and
 
the Reset Interest
 
Rate for
 
such Reset
 
Interest Period
 
and calculate
 
the amount
of
 
interest payable
 
per Calculation
 
Amount
 
on the
 
Interest Payment
 
Date
 
in relation
 
to
each
 
Interest
 
Period
 
falling
 
in
 
such
 
Reset
 
Interest
 
Period
 
(each,
 
a
 
"
Reset
 
Interest
Amount
").
(c)
Benchmark replacement
If the
 
Issuer (in
 
consultation with
 
the Calculation
 
Agent) determines
 
prior to
 
any Reset
Determination Date
 
that (x) the rate
 
referred to
 
in clause (a) of
 
the definition
 
of the term
"Reference Rate"
 
(the "
Existing Benchmark
 
Rate
") has
 
been discontinued
 
or (y) there
has
 
been
 
a
 
public
 
statement
 
or
 
publication
 
of
 
information
 
by
 
the
 
administrator
 
of
 
the
Existing Benchmark Rate (or any component thereof) or the regulatory supervisor
 
for the
administrator
 
of
 
the
 
Existing
 
Benchmark
 
Rate
 
(or
 
any
 
component
 
thereof)
 
announcing
that the
 
Existing Benchmark
 
Rate (or
 
such component)
 
is no
 
longer representative,
 
then
the
 
following
 
provisions
 
shall
 
apply
 
(subject
 
to
 
the
 
subsequent
 
operation
 
of
 
this
clause (c)):
(i)
the Issuer shall
 
use reasonable endeavours
 
to appoint an
 
Independent Adviser to
determine
 
in
 
the
 
Independent
 
Adviser's
 
discretion,
 
in
 
accordance
 
with
subclause (iv)
 
below,
 
an
 
alternative
 
rate
 
to
 
the
 
Existing
 
Benchmark
 
Rate
 
(the
"
Alternative Benchmark
 
Rate
") no
 
later than three
 
Business Days
 
prior to
 
the
Reset Determination
 
Date relating
 
to the
 
next
 
succeeding
 
Reset Interest
 
Period
(such Business Day,
 
the "
Independent Adviser
 
Determination
 
Cut-off Date
",
and
 
such
 
next
 
succeeding
 
Reset
 
Interest
 
Period,
 
the
 
"
Affected
 
Reset
 
Interest
Period
")
 
for
 
purposes
 
of
 
determining
 
the
 
Reference
 
Rate
 
in
 
respect
 
of
 
the
Affected Reset Interest Period and all Reset Interest Periods thereafter;
(ii)
if
 
prior
 
to
 
the
 
Independent
 
Adviser
 
Determination
 
Cut-off
 
Date
 
the
 
Issuer
 
is
unable to appoint
 
an Independent Adviser
 
or the Independent Adviser
 
appointed
by
 
the
 
Issuer
 
fails
 
to
 
determine
 
an
 
Alternative
 
Benchmark
 
Rate
 
in
 
accordance
with subclause
 
(iv) below,
 
then the
 
Issuer (in
 
consultation with
 
the Calculation
Agent) may determine in its discretion,
 
in accordance with subclause (iv) below,
the Alternative Benchmark
 
Rate for purposes of determining
 
the Reference Rate
in
 
respect
 
of
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
and
 
all
 
Reset
 
Interest
 
Periods
thereafter;
(iii)
if subclause (ii) above
 
applies and the
 
Issuer is unable or
 
unwilling to determine
the Alternative
 
Benchmark
 
Rate prior
 
to the
 
Reset Determination
 
Date relating
to
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
in
 
accordance
 
with
 
subclause (iv)
 
below,
the Reference Rate
 
in respect of the
 
Affected Reset Interest
 
Period will be
 
equal
to
 
the
 
Reference
 
Rate
 
in
 
respect
 
of
 
the
 
immediately
 
preceding
 
Reset
 
Interest
18
Period (or,
 
if there is
 
no preceding Reset
 
Interest Period,
 
the Reset Interest
 
Rate
applicable
 
to
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
will
 
be
 
equal
 
to
 
the
 
Fixed
Interest
 
Rate);
provided
,
however
,
 
that,
 
if
 
this
 
subclause (iii)
 
applies
 
to
 
the
Affected
 
Reset Interest
 
Period, the
 
Reset Interest
 
Rate for
 
all succeeding
 
Reset
Interest Periods
 
will be
 
the Reset
 
Interest Rate
 
applicable to
 
the Affected
 
Reset
Interest
 
Period
 
as
 
determined
 
in
 
accordance
 
with
 
this
 
subclause (iii)
 
unless
(A) the
 
Issuer,
 
in
 
its
 
sole
 
discretion,
 
elects
 
to
 
determine
 
an
 
Alternative
Benchmark Rate
 
in respect of
 
any such
 
succeeding Reset Interest
 
Period and
 
all
Reset Interest
 
Periods thereafter
 
in accordance
 
with the
 
processes set out
 
in this
clause (c), and (B) an Alternative Benchmark Rate is so determined;
(iv)
in the
 
case of
 
any determination
 
of an
 
Alternative Benchmark
 
Rate pursuant
 
to
subclause (i) or (ii) above, such
 
Alternative Benchmark Rate will be
 
such rate as
the
 
Independent
 
Adviser
 
or
 
the
 
Issuer
 
(in
 
consultation
 
with
 
the
 
Calculation
Agent),
 
as
 
applicable,
 
determines
 
in
 
its
 
reasonable
 
discretion
 
has
 
replaced
 
the
Existing
 
Benchmark
 
Rate
 
in
 
customary
 
market
 
usage,
 
or,
 
if
 
the
 
Independent
Adviser or
 
the Issuer,
 
as applicable,
 
determines in
 
its reasonable
 
discretion that
there is no such rate,
 
such other rate as the Independent
 
Adviser or the Issuer (in
consultation with
 
the Calculation
 
Agent) determines
 
in its
 
reasonable discretion
is most comparable to the Existing Benchmark Rate; and
(v)
if
 
the
 
Independent
 
Adviser
 
or the
 
Issuer
 
determines
 
an
 
Alternative
 
Benchmark
Rate in accordance with the above provisions of this clause (c),
(A)
the
 
Independent
 
Adviser
 
(in
 
the
 
case
 
of
 
subclause (2)
 
below,
 
in
consultation
 
with
 
the
 
Issuer)
 
or,
 
following
 
consultation
 
with
 
the
Calculation Agent,
 
the Issuer
 
(as the
 
case may
 
be) shall
 
also determine
in
 
its
 
reasonable
 
discretion
 
(1) the
 
method
 
for
 
obtaining
 
such
Alternative
 
Benchmark
 
Rate,
 
including
 
the
 
page
 
on
 
or
 
source
 
from
which
 
such
 
Alternative
 
Benchmark
 
Rate
 
appears
 
or
 
is
 
obtained
 
(the
"
Alternative
 
Reference
 
Rate
 
Page
"),
 
and
 
the
 
time
 
at
 
which
 
such
Alternative
 
Benchmark
 
Rate
 
appears
 
on,
 
or
 
is
 
obtained
 
from,
 
the
Alternative
 
Reference
 
Rate
 
Page
 
(the
 
"
Alternative
 
Relevant
 
Time
"),
(2) whether
 
to
 
apply
 
an
 
Adjustment
 
Spread
 
to
 
such
 
Alternative
Benchmark
 
Rate and,
 
if so,
 
the Adjustment
 
Spread, which
 
Adjustment
Spread
 
must
 
be
 
recognised
 
or
 
acknowledged
 
as
 
being
 
in
 
customary
market
 
usage
 
in
 
international
 
debt
 
capital
 
markets
 
transactions
 
that
reference
 
the
 
Existing
 
Benchmark
 
Rate,
 
where
 
such
 
rate
 
has
 
been
replaced
 
by
 
such
 
Alternative
 
Benchmark
 
Rate,
 
and
 
(3) any
 
alternative
method
 
for
 
determining
 
the
 
Reference
 
Rate
 
if
 
such
 
Alternative
Benchmark
 
Rate
 
is
 
unavailable
 
on
 
the
 
relevant
 
Reset
 
Determination
Date, which alternative
 
method shall be
 
consistent with any
 
Alternative
Benchmark Rate that has broad market support;
(B)
for
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
and
 
all
 
Reset
 
Interest
 
Periods
thereafter,
 
(1) clause (a) of
 
the definition
 
of the
 
term "Reference
 
Rate"
shall
 
be
 
amended
 
pursuant
 
to
 
clause (c)
 
of
 
Condition 13
 
(
Meetings
 
of
Holders;
 
Substitution
 
and
 
Amendment
)
 
to
 
give
 
effect
 
to
 
the
determination described
 
in subclause (A)(1)
 
above and
 
any Adjustment
Spread
 
determined
 
pursuant
 
to
 
subclause (A)(2)
 
above,
 
and
(2) clause (b)
 
of
 
the
 
definition
 
of
 
the
 
term
 
"Reference
 
Rate"
 
shall
 
be
amended
 
pursuant
 
to
 
clause (c)
 
of
 
Condition 13
 
(
Meetings
 
of
 
Holders;
Substitution
 
and
 
Amendment
)
 
to
 
give
 
effect
 
to
 
the
 
determination
described in subclause (A)(3) above;
(C)
references
 
to
 
the
 
Reference
 
Rate Page
 
and
 
the
 
Relevant
 
Time
 
in
 
these
Terms
 
and
 
Conditions
 
will
 
be
 
deemed
 
to
 
be
 
references
 
to
 
the
Alternative
 
Reference
 
Rate
 
Page
 
and
 
the
 
Alternative
 
Relevant
 
Time,
respectively;
19
(D)
if
 
any
 
changes
 
to
 
the
 
definitions
 
of
 
the
 
terms
 
"Business
 
Day",
 
"Day
Count Fraction",
 
"Payment Business Day"
 
and/or "Reset Determination
Date" are necessary in order
 
to implement the amendments
 
described in
subclause (B)
 
above,
 
such
 
definitions
 
shall
 
be
 
amended
 
pursuant
 
to
clause (c)
 
of
 
Condition 13
 
(
Meetings
 
of
 
Holders;
 
Substitution
 
and
Amendment
) to reflect such changes; and
(E)
the Issuer
 
shall promptly
 
give notice
 
to the
 
Holders in
 
accordance with
Condition 14
 
(
Notices
)
 
specifying
 
such
 
Alternative
 
Benchmark
 
Rate
(including
 
any
 
Adjustment
 
Spread
 
determined
 
pursuant
 
to
subclause (A)(2)
 
above and
 
any alternative
 
method for
 
determining the
Reference
 
Rate
 
described
 
in
 
subclause (A)(3)
 
above),
 
the
 
Alternative
Reference
 
Rate
 
Page,
 
the
 
Alternative
 
Relevant
 
Time,
 
and
 
any
amendments
 
implemented
 
pursuant
 
to
 
clause (c)
 
of
 
Condition 13
(
Meetings
 
of
 
Holders;
 
Substitution
 
and
 
Amendment
)
 
as
 
described
 
in
subclauses (B) and (D) above.
Any determination
 
that is
 
made by
 
an Independent
 
Adviser or
 
by the
 
Issuer for
 
purposes of
 
this
clause (c) will be made in good faith and in a commercially reasonable manner.
(d)
Publication of Reset Interest Rate and interest
 
amount payable upon redemption
With
 
respect
 
to
 
each
 
Reset
 
Interest
 
Period,
 
as
 
soon
 
as
 
practicable
 
after
 
such
determination
 
but
 
in
 
any
 
event
 
no
 
later
 
than
 
the
 
relevant
 
Reset
 
Date,
 
the
 
Calculation
Agent
 
will
 
cause
 
(i) the
 
relevant
 
Reset
 
Interest
 
Rate
 
and
 
the
 
relevant
 
Reset
 
Interest
Amount
 
determined
 
by
 
it,
 
together
 
with
 
the
 
Interest
 
Payment
 
Date
 
in
 
relation
 
to
 
each
Interest Period
 
falling in
 
such Reset
 
Interest Period,
 
to be
 
notified
 
to the
 
Issuer and
 
the
Paying Agents
 
and (ii) the relevant
 
Reset Interest Rate
 
determined by
 
it to be
 
notified to
any
 
stock
 
exchange
 
or
 
other
 
relevant
 
authority
 
on
 
which
 
the
 
Notes
 
are
 
at
 
the
 
relevant
time listed and to be published in accordance with Condition 14 (
Notices
).
The
 
Calculation
 
Agent
 
shall
 
calculate
 
any
 
interest
 
amount
 
payable
 
on
 
any
 
Redemption
Date
 
(if
 
the
 
Notes
 
are
 
to
 
be
 
redeemed
 
pursuant
 
to
 
Condition 6
 
(
Redemption
 
and
Purchase
)) and cause such interest amount to be notified to Issuer
 
and the Paying Agents
and
 
to
 
any
 
stock
 
exchange
 
or
 
other
 
relevant
 
authority
 
on
 
which
 
the
 
Notes
 
are
 
at
 
the
relevant
 
time
 
listed
 
and
 
to
 
be
 
published
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
no
later than two Business Days prior to such Redemption Date.
(e)
Calculation of amount of interest payable
 
per Calculation Amount
Subject to Condition 8 (
Conversion
) and clause (i) of this Condition 5:
(i)
the
 
amount
 
of
 
interest
 
payable
 
per
 
Calculation
 
Amount
 
on
 
each
 
Interest
Payment Date falling on or before the First Call Date will be calculated by:
(A)
applying the Fixed Interest Rate to the Calculation Amount;
(B)
multiplying the product thereof by the Day Count Fraction; and
(C)
rounding
 
the
 
resulting
 
figure
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
rounded upwards); and
(ii)
if
 
interest
 
is
 
required
 
to
 
be
 
paid
 
in
 
respect
 
of
 
a
 
Note
 
on
 
any
 
other
 
date
(including,
 
for the
 
avoidance of
 
doubt, the
 
Reset Interest
 
Amount),
 
the amount
of interest payable per Calculation Amount on such date will be calculated
 
by:
(A)
applying the applicable Interest Rate to the Calculation Amount;
(B)
multiplying the product thereof by the Day Count Fraction; and
(C)
rounding
 
the
 
resulting
 
figure
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
rounded upwards).
20
(f)
Calculation of amount of interest payable per
 
Note
Subject
 
to
 
Condition 8
 
(
Conversion
)
 
and
 
clause (i)
 
of
 
this
 
Condition 5,
 
the
 
amount
 
of
interest payable in respect of a Note will be the product of:
(i)
the amount of interest per Calculation Amount; and
(ii)
the
 
number
 
by
 
which
 
the
 
Calculation
 
Amount
 
is
 
required
 
to
 
be
 
multiplied
 
to
equal the denomination of such Note.
(g)
Notifications, etc. to be final
All
 
notifications,
 
opinions,
 
determinations,
 
certificates,
 
calculations,
 
quotations
 
and
decisions
 
given,
 
expressed, made
 
or obtained
 
for purposes
 
of this
 
Condition 5,
 
whether
by
 
the
 
Reset
 
Reference
 
Banks
 
(or
 
any
 
of
 
them)
 
or
 
the
 
Calculation
 
Agent
 
or
 
the
Independent Adviser,
 
will (in the absence
 
of wilful default,
 
bad faith and
 
manifest error)
be binding on the Issuer, the Agents and
 
the Holders and (in the absence of wilful default
and bad
 
faith) no
 
liability to
 
the Issuer
 
or the Holders
 
will attach to
 
the Reset Reference
Banks (or any
 
of them), the
 
Calculation Agent or
 
the Independent Adviser
 
in connection
with the
 
exercise
 
or non
 
-exercise by
 
the Calculation
 
Agent
 
or the
 
Independent
 
Adviser
of its powers, duties and discretions under this Condition 5.
(h)
Accrual of interest in the case of redemption
 
or a Trigger Event or a Viability
 
Event
(i)
Subject to Condition 8 (
Conversion
), if the Notes are to be redeemed pursuant to
Condition 6(b)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
at
 
the
 
option
 
of
 
the
Issuer
),
 
Condition 6(c)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
due
 
to
 
a
 
Tax
Event
)
 
or
 
Condition 6(d)
 
(
Redemption
 
and
 
Purchase
 
–
 
Redemption
 
due
 
to
 
a
Regulatory
 
Event
),
 
interest
 
on
 
the
 
Notes
 
will
 
accrue
 
to
 
(but
 
excluding)
 
the
relevant
 
Redemption
 
Date, and
 
will cease
 
to accrue
 
on such
 
Redemption
 
Date;
provided
,
however
,
 
that
 
if
 
the
 
payment
 
with
 
respect
 
to
 
any
 
Note
 
is improperly
withheld
 
or
 
refused
 
on such
 
Redemption
 
Date,
 
interest
 
will
 
continue
 
to
 
accrue
on
 
the
 
principal
 
amount
 
of
 
such
 
Note
 
(both
 
before
 
and
 
after
 
judgment)
 
at
 
the
relevant Interest Rate to the Relevant Date.
(ii)
Upon
 
the
 
occurrence
 
of
 
a
 
Trigger
 
Event
 
or
 
a
 
Viability
 
Event,
 
interest
 
on
 
the
Notes will
 
cease to
 
accrue from
 
(and including)
 
the date
 
on which
 
such Trigger
Event or Viability Event
 
occurs.
(i)
Cancellation of interest; prohibited
 
interest
(i)
The Issuer
 
may,
 
in its
 
sole discretion,
 
elect to
 
cancel all
 
or part
 
of any
 
payment
of
 
interest
 
on
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
 
related
Additional
 
Amounts)
 
that
 
is
 
otherwise
 
scheduled
 
to
 
be
 
paid
 
on
 
an
 
Interest
Payment
 
Date.
 
This
 
subclause (i)(i)
 
is
 
without
 
prejudice
 
to
 
the
 
provisions
 
of
subclause (i)(ii) of
 
this Condition 5.
 
Non-payment of
 
any amount
 
of interest
 
by
the Issuer
 
to the Principal
 
Paying Agent
 
will constitute
 
evidence of
 
cancellation
of the relevant payment,
 
whether or not notice of
 
cancellation has been given
 
by
the Issuer.
If practicable,
 
the Issuer
 
shall provide
 
notice
 
of any
 
cancellation of
 
interest (in
whole
 
or
 
in
 
part)
 
pursuant
 
to
 
this
 
subclause (i)(i)
 
to
 
the
 
Holders
 
on
 
or
 
prior
 
to
the relevant
 
Interest Payment
 
Date. If
 
practicable, the
 
Issuer shall
 
endeavour to
provide
 
such
 
notice
 
at
 
least
 
five
 
Business
 
Days
 
prior
 
to
 
the
 
relevant
 
Interest
Payment
 
Date.
 
Failure
 
to
 
provide
 
such
 
notice
 
will
 
not
 
have
 
any
 
impact
 
on
 
the
effectiveness
 
of,
 
or
 
otherwise
 
invalidate,
 
any
 
such
 
cancellation
 
of
 
interest,
 
or
give Holders any rights as a result of such failure.
21
(ii)
The Issuer
 
will be
 
prohibited from
 
making, in
 
whole or
 
in part,
 
any payment
 
of
interest
 
on
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
 
related
Additional Amounts)
 
on the
 
relevant Interest
 
Payment Date
 
if and
 
to the
 
extent
that:
(A)
the
 
amount
 
of
 
Distributable
 
Items
 
as
 
at
 
such
 
Interest
 
Payment
 
Date
 
is
less
 
than
 
the
 
sum
 
of
 
(1) the
 
amount
 
of
 
such
 
interest
 
payment,
 
plus
(2) all other
 
payments (other
 
than redemption
 
payments) made
 
by UBS
Group
 
AG
 
on
 
or
 
in
 
respect
 
of
 
the
 
Notes
 
or
 
any
 
Parity
 
Obligations
 
or
Junior
 
Obligations
 
since
 
the
 
balance
 
sheet
 
date
 
of
 
the
 
Relevant
Accounts and prior to such Interest
 
Payment Date, plus (3) all payments
(other than
 
redemption payments)
 
payable by
 
UBS Group
 
AG on
 
such
Interest
 
Payment
 
Date
 
on
 
or
 
in
 
respect
 
of
 
any
 
Parity
 
Obligations
 
or
Junior
 
Obligations,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (1),
 
(2)
 
and
 
(3),
excluding
 
any
 
portion
 
of
 
such
 
payments
 
already
 
accounted
 
for
 
in
determining the amount of such Distributable Items; and/or
(B)
UBS
 
Group
 
AG
 
is
 
not,
 
or
 
will
 
not
 
immediately
 
after
 
the
 
relevant
payment
 
of
 
interest
 
be,
 
in
 
compliance
 
with
 
all
 
applicable
 
minimum
capital
 
adequacy
 
requirements
 
of
 
the
 
National
 
Regulations
 
on
 
a
consolidated (
Finanzgruppe
) basis (for
 
the avoidance
 
of doubt,
 
it being
understood
 
that such
 
minimum
 
requirements
 
will reflect
 
any
 
reduction
in
 
such
 
requirements
 
granted
 
by
 
FINMA
 
to
 
the
 
Group
 
pursuant
 
to
 
the
Capital Adequacy Ordinance); and/or
(C)
FINMA has required the Issuer not to make such interest payment.
The Issuer shall
 
deliver a certificate
 
signed by
 
the Authorised
 
Signatories to
 
the
Principal
 
Paying
 
Agent
 
and
 
shall
 
give
 
notice
 
in
 
accordance
 
with
 
Condition 14
(
Notices
)
 
to
 
the
 
Holders,
 
in
 
each
 
case
 
as
 
soon
 
as
 
practicable
 
following
 
any
determination
 
that
 
interest
 
is
 
required
 
to
 
be
 
cancelled
 
pursuant
 
to
 
this
subclause (i)(ii)
 
or,
 
where
 
no
 
such
 
prior
 
determination
 
is
 
made,
 
promptly
following any Interest Payment
 
Date on which interest was
 
scheduled to be paid
if
 
such
 
interest
 
is
 
being
 
cancelled
 
in
 
accordance
 
with
 
this
 
subclause (i)(ii),
 
to
such effect
 
setting out
 
brief details
 
as to
 
the amount
 
of interest
 
being cancelled
and
 
the
 
reason
 
therefor.
 
Failure
 
to
 
provide
 
such
 
certificate
 
and
 
notice
 
will
 
not
have
 
any
 
impact
 
on
 
the
 
effectiveness
 
of,
 
or
 
otherwise
 
invalidate,
 
any
 
such
cancellation or give any Holder any rights as a result of such failure.
(iii)
If, on
 
any Interest Payment
 
Date, any payment
 
of interest scheduled
 
to be made
on such date is not made in full pursuant to subclause
 
(i)(i) or subclause (i)(ii) of
this Condition 5, UBS Group AG shall not, directly or indirectly,
(A)
recommend
 
to
 
Shareholders
 
that
 
any
 
dividend
 
or
 
other
 
distribution
 
in
cash or
 
in kind
 
(other
 
than in
 
the form
 
of Ordinary
 
Shares) be
 
paid
 
or
made on any Ordinary Shares; or
(B)
redeem,
 
purchase or
 
otherwise acquire
 
any Ordinary
 
Shares other
 
than
as a Permitted Transaction,
in
 
each
 
case
 
unless
 
and
 
until
 
(x) the
 
interest
 
payment
 
due
 
and
 
payable
 
on
 
the
Notes
 
on
 
any
 
subsequent
 
Interest
 
Payment
 
Date
 
has
 
been
 
paid
 
in
 
full
 
(or
 
an
amount equal
 
to the
 
same has
 
been paid
 
in full
 
to a
 
designated third
 
party trust
account for
 
the benefit
 
of the Holders
 
prior to
 
payment by
 
the trustee
 
thereof to
the
 
Holders
 
on
 
such
 
subsequent
 
Interest
 
Payment
 
Date)
 
or,
 
if
 
earlier,
 
(y) all
outstanding
 
Notes
 
have
 
been
 
cancelled
 
in
 
accordance
 
with
 
these
 
Terms
 
and
Conditions.
(iv)
Payments
 
of
 
interest
 
on
 
the
 
Notes
 
are
 
not
 
cumulative.
 
Notwithstanding
 
any
other provision
 
in these Terms
 
and Conditions,
 
the cancellation or
 
non-payment
of
 
any
 
interest
 
amount
 
by
 
virtue
 
of
 
this
 
Condition 5(i)
 
will
 
not
 
constitute
 
a
22
default
 
for
 
any
 
purpose
 
(including,
 
without
 
limitation,
 
Condition 12
 
(
Events
 
of
Default
))
 
on
 
the
 
part
 
of the
 
Issuer.
 
Any
 
interest
 
payment
 
not
 
paid
 
by
 
virtue
 
of
this Condition 5(i)
 
will not accumulate
 
or be payable
 
at any time
 
thereafter,
 
and
Holders will have no right thereto.
(v)
If UBS Group AG determines, after consultation with FINMA,
 
that the Notes do
not,
 
or
 
will
 
cease
 
to,
 
fully
 
qualify
 
as
 
Additional
 
Tier 1
 
Capital,
 
(A) the
 
Issuer
shall
 
not,
 
to
 
the
 
extent
 
permitted
 
under
 
National
 
Regulations,
 
exercise
 
its
discretion
 
pursuant
 
to subclause (i)(i)
 
of this
 
Condition 5
 
to cancel
 
any
 
interest
payments
 
due
 
on
 
the
 
Notes
 
on
 
any
 
Interest
 
Payment
 
Date
 
following
 
the
occurrence
 
of
 
such
 
determination,
 
and
 
(B) the
 
Issuer
 
shall
 
give
 
notice
 
to
 
the
Holders
 
in accordance
 
with Condition
 
14 (
Notices
)
 
as soon
 
as practicable
 
after
such determination
 
stating that
 
the Issuer
 
may
 
no longer
 
exercise its
 
discretion
pursuant
 
to
 
subclause (i)(i)
 
of this
 
Condition 5
 
to
 
cancel
 
any
 
interest
 
payments
as from the date of such notice.
6.
REDEMPTION AND PURCHASE
(a)
No fixed redemption date
The Notes are
 
perpetual securities in
 
respect of
 
which there is
 
no fixed
 
redemption date.
Unless
 
previously
 
redeemed
 
(including
 
by
 
way
 
of
 
Conversion
 
pursuant
 
to
 
Condition 8
(
Conversion
))
 
or
 
purchased
 
and
 
cancelled
 
in
 
accordance
 
with
 
this
 
Condition 6
 
and
subject to
 
Condition 8 (
Conversion
), the
 
Notes are
 
perpetual and
 
may only
 
be redeemed
or purchased in accordance with this Condition 6.
(b)
Redemption at the option of the Issuer
Subject
 
to
 
clause (e)
 
of
 
this
 
Condition 6,
 
the
 
Issuer
 
may
 
elect,
 
in
 
its
 
sole
 
discretion,
 
to
redeem
 
the
 
Notes,
 
in
 
whole
 
but
 
not
 
in
 
part,
 
on
 
the
 
First
 
Call
 
Date
 
or
 
any
 
Interest
Payment
 
Date thereafter
 
at their
 
aggregate
 
principal amount,
 
together with
 
any accrued
and unpaid interest thereon to (but excluding) the relevant Redemption
 
Date.
(c)
Redemption due to a Tax
 
Event
(i)
Subject to
 
clause (e) of
 
this Condition 6,
 
upon the
 
occurrence of
 
a Tax
 
Event at
any
 
time
 
after
 
the
 
Issue
 
Date,
 
the
 
Issuer
 
may
 
elect,
 
in
 
its
 
sole
 
discretion,
 
to
redeem the
 
Notes, in
 
whole but
 
not in
 
part, on
 
the relevant
 
Redemption Date
 
at
their aggregate
 
principal amount,
 
together with
 
any accrued
 
and unpaid
 
interest
thereon to (but excluding) such Redemption Date.
(ii)
A "
Tax
 
Event
" will
 
have occurred
 
if the Issuer
 
in making any
 
payments on
 
the
Notes
 
(A) has
 
paid,
 
or
 
will
 
or
 
would
 
on
 
the
 
next
 
payment
 
date
 
be
 
required
 
to
pay,
 
Additional Amounts,
 
or (B) has
 
paid, or
 
will or
 
would be
 
required
 
to pay,
any additional Tax
 
in respect of
 
the Notes, in
 
the case of
 
each of subclauses (A)
and
 
(B),
 
under
 
the
 
laws
 
or
 
regulations
 
of
 
a
 
Tax
 
Jurisdiction
 
or
 
any
 
political
subdivision
 
thereof or
 
any authority
 
of or
 
in a
 
Tax
 
Jurisdiction or
 
any political
subdivision thereof having the power to impose, levy,
 
collect, withhold or assess
Taxes,
 
including, without
 
limitation, any
 
treaty to
 
which a
 
Tax
 
Jurisdiction is
 
a
party,
 
or
 
any
 
generally
 
published
 
application
 
or
 
interpretation
 
of
 
such
 
laws
(including, without
 
limitation, a
 
decision of
 
any court
 
or tribunal,
 
any generally
published application or interpretation of such laws by any relevant
 
tax authority
or
 
any
 
generally
 
published
 
pronouncement
 
by
 
any
 
relevant
 
tax
 
authority),
 
and
the Issuer cannot avoid the foregoing by taking measures reasonably
 
available to
it.
(d)
Redemption due to a Regulatory Event
(i)
Subject
 
to
 
clause (e)
 
of
 
this
 
Condition 6,
 
upon
 
the
 
occurrence
 
of
 
a
 
Regulatory
Event at any time after the Issue Date, the Issuer may elect,
 
in its sole discretion,
to redeem
 
the Notes,
 
in whole
 
but not
 
in part,
 
on the
 
relevant Redemption
 
Date
23
at
 
their
 
aggregate
 
principal
 
amount,
 
together
 
with
 
any
 
accrued
 
and
 
unpaid
interest thereon to (but excluding) such Redemption Date.
(ii)
A
 
"
Regulatory
 
Event
"
 
will
 
have
 
occurred
 
if
 
any
 
of
 
the
 
Notes
 
ceases
 
to
 
be
eligible in full
 
to be (A) treated
 
as Additional Tier
 
1 Capital, and/or
 
(B) counted
towards either the Going-Concern
 
LR Requirement or the
 
Going-Concern RWA
Requirement (or both).
(e)
Conditions for redemption
(i)
If the
 
Issuer elects
 
to redeem
 
the Notes
 
pursuant to
 
clause (b), (c)
 
or (d)
 
of this
Condition 6, then the Issuer
 
shall give the Holders not
 
less than 15 and not
 
more
than
 
60 days'
 
prior
 
notice
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
(a
"
Redemption
 
Notice
"),
 
which
 
notice
 
shall,
 
subject
 
to
 
subclauses (ii)
 
and
 
(iii)
below,
 
be irrevocable
 
and specify
 
(x) the clause
 
of this
 
Condition 6 pursuant
 
to
which the redemption
 
is to be
 
made, and (y)
 
the date (which
 
date, in the
 
case of
a
 
redemption
 
pursuant
 
to
 
clause (c)
 
or
 
(d)
 
of
 
this
 
Condition 6,
 
shall
 
be
 
a
Payment Business
 
Day) on
 
which the
 
Issuer will
 
redeem the
 
Notes pursuant
 
to
such clause of this Condition 6 (such specified date, the "
Redemption Date
").
(ii)
The
 
Issuer
 
may
 
only
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
clause (b)
 
or
 
(c)
 
of
 
this
Condition 6
 
on
 
the
 
relevant
 
Redemption
 
Date
 
if
 
FINMA
 
has
 
approved
 
such
redemption
 
on
 
or
 
prior
 
to
 
such
 
Redemption
 
Date,
 
if
 
such
 
approval
 
is
 
then
required under applicable Swiss laws and regulations.
(iii)
The
 
Issuer
 
may
 
only
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
any
 
clause
 
of
 
this
Condition 6
 
on
 
the
 
relevant
 
Redemption
 
Date
 
if
 
no
 
Trigger
 
Event
 
or
 
Viability
Event has occurred prior to such Redemption Date.
(iv)
If
 
the
 
Issuer
 
elects
 
to
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
clause (c)
 
or
 
(d)
 
of
 
this
Condition 6, then
 
prior to
 
the publication
 
of the
 
Redemption Notice
 
pursuant to
subclause (i) above,
 
the Issuer
 
shall deliver
 
to the
 
Principal Paying
 
Agent (A) a
certificate
 
signed
 
by
 
the
 
Authorised
 
Signatories
 
stating
 
that
 
the
 
relevant
requirement
 
or circumstance
 
giving rise
 
to the
 
right to
 
redeem under
 
clause (c)
or (d), as applicable,
 
of this Condition 6
 
is satisfied and the
 
reasons therefor and
such
 
certificate
 
will
 
be
 
conclusive
 
and
 
binding
 
on
 
the
 
Holders,
 
and
 
(B) in
 
the
case of
 
a redemption
 
pursuant to
 
clause (c) of
 
this Condition 6
 
only,
 
an opinion
of
 
independent
 
legal
 
advisers
 
of
 
recognised
 
standing
 
to
 
the
 
effect
 
that
circumstances
 
entitling
 
the
 
Issuer
 
to
 
exercise
 
its
 
right
 
of
 
redemption
 
under
clause (c) of this Condition 6 have arisen.
(f)
Purchases
The Issuer or
 
any other member
 
of the Group
 
or any of
 
their respective affiliates
 
may at
any
 
time
 
purchase
 
Notes
 
at
 
any
 
price
 
in
 
the
 
open
 
market
 
or
 
otherwise,
provided
 
that
(i) such
 
purchase
 
complies
 
with
 
any
 
limits
 
or
 
conditions
 
to
 
which
 
any
 
member
 
of
 
the
Group
 
is
 
subject
 
under
 
applicable
 
banking
 
laws
 
and
 
regulations
 
at
 
the
 
time
 
of
 
such
purchase,
 
(ii) other
 
than
 
in
 
the case
 
of
 
purchases
 
made
 
in connection
 
with
 
stabilisation
measures in compliance
 
with applicable law or
 
in connection with any
 
market making in
the Notes,
 
FINMA has
 
approved such
 
purchase (if
 
such approval
 
is then
 
required under
applicable
 
Swiss
 
laws
 
and
 
regulations)
 
on
 
or
 
prior
 
to
 
the
 
date
 
of
 
such
 
purchase,
 
and
(iii) no Trigger
 
Event or Viability
 
Event has occurred
 
prior to the
 
date of such
 
purchase.
Any
 
Notes
 
so
 
purchased
 
may,
 
at
 
the
 
option
 
of
 
the
 
Issuer,
 
be
 
held,
 
reissued,
 
resold
 
or
cancelled.
(g)
Cancellation
All
 
Notes
 
redeemed
 
in
 
accordance
 
with
 
this
 
Condition 6
 
or
 
by
 
way
 
of
 
Conversion
pursuant
 
to
 
Condition 8
 
(
Conversion
)
 
will
 
be
 
cancelled
 
and
 
may
 
not
 
be
 
reissued
 
or
resold;
provided
,
however
,
 
that,
 
in
 
the
 
case
 
of
 
Notes
 
redeemed
 
by
 
way
 
of
 
Conversion,
the
 
Issuer
 
will
 
not
 
take
 
any
 
action
 
to
 
cause
 
such
 
Notes
 
to
 
be
 
removed
 
from
 
the
 
main
24
register (
Hauptregister
) of
 
the Intermediary
 
prior to
 
the later
 
of (i) the
 
Conversion Date
and
 
(ii) the
 
date
 
on
 
which
 
the
 
relevant
 
Ordinary
 
Shares
 
and/or
 
cash
 
proceeds
 
to
 
be
delivered
 
by the
 
Settlement
 
Share Depository
 
or the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
as
the case may be, to
 
the relevant Holders pursuant
 
to Condition 8 (
Conversion
) have been
delivered.
(h)
Redemption of other instruments
For the avoidance
 
of doubt, it
 
is understood
 
that, if, upon
 
the occurrence of
 
a Tax
 
Event
or
 
a
 
Regulatory
 
Event,
 
the
 
Issuer
 
does
 
not
 
elect
 
to
 
redeem
 
the
 
Notes
 
pursuant
 
to
 
this
Condition 6,
 
nothing
 
in
 
this
 
Condition 6
 
or
 
any
 
other
 
provision
 
of
 
these
 
Terms
 
and
Conditions
 
will
 
prohibit
 
the
 
Issuer
 
from
 
redeeming
 
(whether
 
early,
 
at
 
maturity
 
or
otherwise)
 
any
 
other
 
instruments
 
issued
 
by
 
any
 
member
 
of
 
the
 
Group
 
pursuant
 
to
 
the
terms thereof.
7.
TRIGGER EVENT AND VIABILITY EVENT
(a)
Trigger Event
(i)
Upon
 
the
 
occurrence
 
of
 
a
 
Trigger
 
Event,
 
a
 
Conversion
 
will
 
occur
 
on
 
the
applicable
 
Trigger
 
Event
 
Conversion
 
Date
 
in
 
accordance
 
with
 
Condition 8
(
Conversion
).
(ii)
A "
Trigger
 
Event
" will
 
have occurred
 
if the
 
Issuer gives
 
the Holders
 
a Trigger
Event Notice in accordance with clause (b) of this Condition 7.
(b)
Trigger Event Notice
(i)
If,
 
with
 
respect
 
to
 
any
 
Publication
 
Date,
 
the
 
Trigger
 
CET1 Ratio
 
as
 
of
 
such
Publication
 
Date
 
is
 
less
 
than
 
the
 
Threshold
 
Ratio,
 
the
 
Issuer
 
shall,
 
subject
 
to
subclauses (ii) and
 
(iii) below,
 
give a
 
notice (a
 
"
Trigger
 
Event
 
Notice
") to
 
the
Holders in
 
accordance with
 
Condition 14 (
Notices
) (x) if
 
such Publication
 
Date
is
 
an
 
Ordinary
 
Publication
 
Date,
 
within
 
five
 
Business
 
Days
 
of
 
such
 
Ordinary
Publication Date (such fifth Business Day,
 
the "
Trigger
 
Breach Determination
Date
",
 
and
 
the
 
date
 
of
 
such
 
notice,
 
the
 
"
Ordinary
 
Trigger
 
Event
 
Notice
Date
"),
 
and
 
(y) if
 
such
 
Publication
 
Date
 
is
 
an
 
Extraordinary
 
Publication
 
Date,
on
 
such
 
Extraordinary
 
Publication
 
Date
 
(the
 
"
Extraordinary
 
Trigger
 
Event
Notice Date
"), which notice shall:
(A)
state
 
that
 
the
 
Trigger
 
CET1 Ratio
 
as
 
of
 
such
 
Publication
 
Date
 
is
 
less
than the Threshold Ratio, and a Conversion will take place;
(B)
specify
 
the
 
date
 
on
 
which
 
the
 
Conversion
 
will
 
take
 
place,
 
which
 
date
shall,
 
subject
 
to
 
postponement
 
pursuant
 
to
 
subclause (ii)
 
below,
 
be
 
no
more than
 
20 Business Days after
 
the date of
 
such notice
 
(the "
Trigger
Event Conversion Date
");
(C)
specify the Conversion Price
 
in effect on the
 
date of such Trigger
 
Event
Notice; and
(D)
specify
 
the
 
details
 
of
 
the
 
arrangement
 
for
 
the
 
settlement
 
of
 
the
Conversion
 
(including
 
whether
 
or
 
not
 
the
 
Issuer
 
will
 
appoint
 
a
Settlement
 
Shares
 
Offer
 
Agent
 
to
 
conduct
 
a
 
Settlement
 
Shares
 
Offer
and,
 
if
 
the
 
Settlement
 
Share
 
Depository
 
is
 
not
 
SIX
 
SIS,
 
the
 
details
 
of
the Settlement Share Depository).
(ii)
If a Trigger Event Notice is required
 
to be given pursuant to subclause (i) above,
and
 
on the
 
relevant
 
Publication
 
Date
 
any
 
Higher-Trigger
 
Contingent
 
Capital
 
is
outstanding
 
with
 
respect
 
to
 
which
 
either
 
(x) no
 
Higher-Trigger
 
Write-
down/Conversion Notice
 
has been
 
given prior
 
to the
 
Trigger Event
 
Notice Date
or (y)
 
a Higher-Trigger
 
Write-down/Conversion
 
Notice has
 
been given
 
prior to
the
 
Trigger
 
Event
 
Notice
 
Date,
 
but
 
the
 
Trigger
 
Event
 
Conversion
 
Date
 
is
25
scheduled to
 
occur prior
 
to the relevant
 
Higher-Trigger
 
Write-down/Conversion
Date,
(A)
in
 
the
 
case
 
of
 
subclause (x)
 
above,
 
the
 
giving
 
of
 
such
 
Trigger
 
Event
Notice
 
will
 
be
 
postponed
 
until
 
the
 
date
 
on
 
which
 
a
 
Higher-Trigger
Write-down/Conversion
 
Notice has
 
been given
 
with respect
 
to all
 
such
outstanding
 
Higher-Trigger
 
Contingent
 
Capital
 
and
 
such
 
date
 
will
 
be
deemed to be the Trigger Event Notice Date; and
(B)
in
 
the
 
case
 
of
 
subclauses (x)
 
and
 
(y)
 
above,
 
if
 
the
 
Trigger
 
Event
Conversion
 
Date
 
is
 
scheduled
 
to
 
occur
 
prior
 
to
 
the
 
Higher-Trigger
Write-down/Conversion
 
Date (or,
 
in the
 
case of
 
more than
 
one Higher-
Trigger
 
Write-down/Conversion
 
Date, the
 
latest Higher-Trigger
 
Write-
down/Conversion
 
Date),
 
the
 
Trigger
 
Event
 
Conversion
 
Date
 
will
 
be
postponed
 
to
 
the
 
Higher-Trigger
 
Write-down/Conversion
 
Date
 
(or
 
the
latest
 
Higher-Trigger
 
Write-down/Conversion
 
Date,
 
as
 
applicable)
 
and
such postponement shall be specified in such Trigger
 
Event Notice.
(iii)
If
 
(A) a
 
Trigger
 
Event
 
Notice
 
is
 
required
 
to
 
be
 
given
 
pursuant
 
to
 
subclause (i)
above in relation
 
to an Ordinary
 
Publication Date,
 
and (B) prior to
 
the earlier of
the Ordinary
 
Trigger
 
Event Notice
 
Date and
 
the Trigger
 
Breach Determination
Date, FINMA, upon
 
the request of
 
UBS Group AG,
 
has agreed in
 
writing that a
Conversion
 
is
 
not
 
required
 
as
 
a
 
result
 
of
 
actions
 
taken
 
by
 
the
 
Group
 
or
circumstances
 
or
 
events,
 
in
 
each
 
case,
 
that
 
have
 
had,
 
or
 
imminently
 
will have,
the effect
 
of restoring
 
the CET1 Ratio
 
as of
 
the Balance
 
Sheet Date
 
relating
 
to
the
 
relevant
 
Ordinary
 
Publication
 
Date,
 
after
 
giving
 
pro
 
forma
 
effect
 
to
 
such
actions,
 
circumstances
 
or
 
events,
 
to
 
a
 
level
 
above
 
the
 
Threshold
 
Ratio
 
that
FINMA
 
and
 
UBS
 
Group
 
AG
 
deem,
 
in
 
their
 
sole
 
discretion,
 
to
 
be
 
adequate
 
at
such
 
time,
 
(x) the
 
Issuer
 
shall
 
not
 
give
 
such
 
Trigger
 
Event
 
Notice
 
pursuant
 
to
subclause (i)
 
above
 
in
 
relation
 
to
 
the
 
relevant
 
Ordinary
 
Publication
 
Date,
 
and
(y) the Issuer
 
shall give
 
notice to
 
the Holders
 
on or
 
prior to
 
the Trigger
 
Breach
Determination
 
Date
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
),
 
which
 
notice
shall
 
state
 
that
 
no
 
Conversion
 
will
 
occur
 
in
 
relation
 
to
 
the
 
relevant
 
Ordinary
Publication Date.
(c)
Viability Event
(i)
Subject
 
to
 
clause (e)
 
of
 
this
 
Condition 7,
 
upon
 
the
 
occurrence
 
of
 
a
 
Viability
Event:
(A)
the Issuer shall
 
give notice
 
(a "
Viability
 
Event Notice
") to the
 
Holders
in accordance
 
with Condition 14 (
Notices
) within three
 
days of the
 
date
on which such Viability Event occurred,
 
which notice shall:
(1)
state that
 
a Viability
 
Event has occurred
 
and a
 
Conversion will
take place;
(2)
specify
 
the
 
date
 
on
 
which
 
the
 
Conversion
 
will
 
take
 
place,
which
 
date shall
 
be no
 
more than
 
20 Business Days
 
following
the
 
occurrence
 
of
 
the
 
Viability
 
Event
 
(the
 
"
Viability
 
Event
Conversion Date
");
(3)
specify
 
the
 
Conversion
 
Price
 
in
 
effect
 
on
 
the
 
date
 
of
 
such
Viability Event Notice; and
(4)
specify the details
 
of the arrangements
 
for the settlement
 
of the
Conversion
 
(including,
 
if
 
the
 
Settlement
 
Share
 
Depository
 
is
not
 
SIX
 
SIS,
 
the
 
details
 
of
 
the
 
Settlement
 
Share
 
Depository);
and
(B)
a
 
Conversion
 
will
 
occur
 
on
 
the
 
applicable
 
Viability
 
Event
 
Conversion
Date in accordance with Condition 8 (
Conversion
).
26
(ii)
A
 
"
Viability
 
Event
"
 
will
 
have
 
occurred
 
if
 
prior
 
to
 
an
 
Alternative
 
Loss
Absorption Date (if any):
(A)
FINMA has notified
 
UBS Group AG in
 
writing that it
 
has determined a
conversion or write-down, as applicable,
 
of holders' claims in respect
 
of
the
 
Notes
 
and
 
all
 
other
 
capital
 
instruments
 
issued
 
by,
 
or
 
other
 
capital
obligations
 
(whether
 
qualifying
 
fully
 
or
 
partially
 
for
 
capital treatment)
of,
 
any
 
member
 
of
 
the
 
Group
 
that,
 
pursuant
 
to
 
their
 
terms
 
or
 
by
operation
 
of law,
 
are capable
 
of being
 
converted into
 
equity or
 
written
down
 
at
 
that
 
time,
 
is,
 
because
 
customary
 
measures
 
to
 
improve
 
the
Group Holding
 
Company's capital
 
adequacy
 
are at
 
the time
 
inadequate
or
 
infeasible,
 
an
 
essential
 
requirement
 
to
 
prevent
 
the
 
Group
 
Holding
Company from
 
becoming insolvent,
 
bankrupt, unable
 
to pay
 
a material
part of its debts as they fall due or unable to carry on its business; or
(B)
customary
 
measures
 
to
 
improve
 
the Group
 
Holding
 
Company's capital
adequacy being
 
at the time
 
inadequate or infeasible,
 
the Group Holding
Company has
 
received an
 
irrevocable commitment
 
of direct
 
or indirect
extraordinary
 
support
 
from
 
the
 
Public
 
Sector
 
(beyond
 
customary
transactions
 
and
 
arrangements
 
in
 
the
 
ordinary
 
course)
 
that
 
has,
 
or
imminently
 
will
 
have,
 
the
 
effect
 
of
 
improving
 
the
 
Group
 
Holding
Company's capital adequacy
 
and without which, in
 
the determination of
(and
 
as
 
notified
 
in
 
writing
 
by)
 
FINMA,
 
the
 
Group
 
Holding
 
Company
would
 
have
 
become
 
insolvent,
 
bankrupt,
 
unable
 
to
 
pay
 
a
 
material
 
part
of its debts as they fall due or unable to carry on its business.
For
 
the
 
avoidance
 
of
 
doubt,
 
it
 
is
 
understood
 
that
 
a
 
Viability
 
Event
 
may
 
occur
irrespective
 
of
 
whether
 
or not
 
a
 
Trigger
 
Event
 
has
 
occurred
 
or
 
whether
 
any
 
of
the conditions to the issuance of a Trigger Event
 
Notice have been met.
(d)
Determination of CET1 Ratio and Trigger
 
CET1 Ratio
With
 
respect
 
to
 
any
 
Publication
 
Date,
 
(i) the
 
CET1 Ratio
 
as
 
of
 
the
 
relevant
 
Balance
Sheet
 
Date,
 
(ii) the
 
Trigger
 
CET1 Ratio
 
as
 
of
 
such
 
Publication
 
Date
 
and
 
(iii) the
components
 
of
 
both
 
of
 
the
 
foregoing,
 
in
 
each
 
case,
 
as
 
published
 
on
 
such
 
Publication
Date,
 
will
 
be
 
final
 
for
 
purposes
 
of
 
this
 
Condition 7,
 
and
 
any
 
revisions,
 
restatements
 
or
adjustments
 
to
 
any
 
of
 
the
 
calculations
 
described
 
in
 
subclauses (i)
 
through
 
(iii)
 
above
subsequently published will have no effect for purposes of
 
this Condition 7.
(e)
Alternative loss absorption
In
 
the
 
event
 
of
 
the
 
implementation
 
of
 
any
 
new,
 
or
 
amendment
 
to
 
or
 
change
 
in
 
the
interpretation of
 
any existing, laws
 
or components
 
of National Regulations,
 
in each case
occurring
 
after
 
the
 
Issue
 
Date,
 
that
 
alone
 
or
 
together
 
with
 
any
 
other
 
law(s)
 
or
regulation(s)
 
has,
 
in the
 
joint determination
 
of UBS
 
Group AG
 
and
 
FINMA,
 
the effect
that clause (c) of this Condition 7 could cease to apply to the Notes without
 
giving rise to
a Regulatory
 
Event, then
 
the Issuer
 
shall give
 
notice
 
to the
 
Holders
 
in accordance
 
with
Condition 14
 
(
Notices
)
 
no
 
later
 
than
 
five
 
Business
 
Days
 
after
 
such
 
joint
 
determination
stating
 
that
 
such
 
provisions
 
will
 
cease
 
to
 
apply
 
from
 
the
 
date
 
of
 
such
 
notice
 
(the
"
Alternative Loss Absorption
 
Date
"), and from the date of such notice, such provisions
will cease to apply to the Notes.
8.
CONVERSION
(a)
Conversion upon a Trigger Event
 
or a Viability Event
If the Issuer
 
has given
 
a Trigger
 
Event Notice
 
or a Viability
 
Event Notice
 
in accordance
with Condition 7 (
Trigger Event and Viability
 
Event
), then:
(i)
each Note shall, subject to
 
and as provided in
 
this Condition 8, be redeemed
 
and
settled
 
(the
 
"
Conversion
")
 
on
 
the
 
applicable
 
Conversion
 
Date
 
by
 
(x) the
delivery of
 
new fully
 
paid
 
Ordinary
 
Shares to
 
the Settlement
 
Share Depository
27
on
 
behalf
 
of
 
the
 
Holders,
 
and
 
(y) the
 
cancellation
 
of
 
any
 
accrued
 
and
 
unpaid
interest on the Notes (whether or not due and payable); and
(ii)
receipt by
 
the Settlement
 
Share Depository
 
of such
 
number of
 
Ordinary Shares
as
 
is
 
required
 
to
 
satisfy
 
in
 
full
 
its
 
obligation
 
to
 
deliver
 
Ordinary
 
Shares
 
in
respect of the Conversion on the applicable Conversion Date shall be
 
a good and
complete
 
discharge
 
of
 
the
 
Issuer's
 
(and,
 
if
 
UBS
 
Group
 
AG
 
is
 
not
 
the
 
Issuer,
UBS Group AG's) obligations in respect of the Notes.
In
 
the
 
case
 
of
 
the
 
Ordinary
 
Shares
 
to
 
be
 
delivered
 
upon
 
Conversion,
 
as
 
from
 
the
applicable
 
Share
 
Creation
 
Date
 
for
 
such
 
Ordinary
 
Shares,
 
there
 
is
 
no
 
provision
 
for
 
the
reconversion of such Ordinary Shares into Notes.
(b)
Recourse for Ordinary Shares
Holders
 
shall
 
have
 
recourse
 
only
 
to
 
the
 
Issuer
 
for
 
the
 
issue
 
and
 
delivery
 
of
 
Ordinary
Shares to the Settlement Share Depository pursuant to these Terms
 
and Conditions. After
such delivery to the Settlement Share Depository,
 
Holders shall have recourse only to the
Settlement
 
Share
 
Depository
 
(or
 
any
 
relevant
 
intermediary)
 
for
 
the delivery
 
to them
 
of
such Ordinary Shares or,
 
in the circumstances described in clause (h) of this Condition
 
8,
any
 
cash
 
amounts
 
to
 
which
 
such
 
Holders
 
are
 
entitled
 
under
 
clause (h)
 
of
 
this
Condition 8.
(c)
Conversion Price and determination of number of Ordinary
 
Shares
(i)
Upon
 
the occurrence
 
of a
 
Trigger
 
Event or
 
a Viability
 
Event, as
 
at the
 
date on
which the
 
relevant Trigger
 
Event Notice
 
or Viability
 
Event Notice
 
is published,
each Holder
 
shall be
 
deemed to
 
have
 
accepted, and
 
hereby accepts
 
and
 
agrees,
(A) to
 
the
 
conversion
 
of
 
its
 
holding
 
of
 
Notes
 
into
 
Ordinary
 
Shares
 
at
 
the
Conversion
 
Price
 
provided
 
for
 
herein
 
and
 
that,
 
where
 
necessary
 
under
 
Swiss
law,
 
the Settlement
 
Agent shall
 
effect such
 
conversion on
 
such Holder's
 
behalf,
and (B) that its obligation to
 
pay up the Ordinary Shares to
 
be issued shall be set
off against
 
its claim
 
for repayment
 
of the
 
principal amount
 
upon redemption
 
of
the
 
Notes,
 
which
 
claim
 
shall
 
be
 
deemed
 
to
 
be
 
due
 
and
 
payable
 
immediately
prior to the
 
time on the Share
 
Creation Date when,
 
as a matter
 
of Swiss law,
 
the
relevant Ordinary Shares are paid
 
up. Such Ordinary Shares shall be
 
paid up and
issued on the Share Creation Date whereupon the Holders shall cease
 
as a matter
of Swiss law to
 
be treated for
 
all purposes under
 
Swiss law as Holders
 
and shall
instead
 
as
 
of
 
such
 
date
 
be
 
treated
 
for
 
all
 
purposes
 
under
 
Swiss
 
law
 
as
Shareholders.
(ii)
Subject
 
to
 
clause (g)
 
of
 
this
 
Condition 8,
 
the
 
Issuer,
 
with
 
the
 
assistance
 
of
 
the
Settlement
 
Agent,
 
where
 
necessary
 
under
 
Swiss law,
 
shall
 
issue and
 
deliver
 
to
the
 
Settlement
 
Share
 
Depository
 
on
 
the
 
applicable
 
Conversion
 
Date
 
such
number
 
of
 
Ordinary
 
Shares
 
in
 
respect
 
of
 
each
 
Holder
 
as
 
is
 
determined
 
by
 
the
Settlement Agent
 
by dividing
 
the aggregate
 
principal amount
 
of Notes
 
held
 
by
such
 
Holder
 
on
 
the
 
applicable
 
Conversion
 
Date
 
by
 
the
 
Conversion
 
Price
 
in
effect on the
 
date of relevant
 
Trigger Event
 
Notice or Viability
 
Event Notice, as
the
 
case
 
may
 
be.
 
The
 
Settlement
 
Agent
 
shall
 
determine
 
such
 
number
 
of
Ordinary
 
Shares
 
in
 
accordance
 
with
 
this
 
subclause (ii)
 
as
 
soon
 
as
 
practicable
after publication of
 
the relevant Trigger
 
Event Notice or
 
Viability Event
 
Notice,
as applicable.
(iii)
The
 
initial
 
Conversion
 
Price
 
per
 
Ordinary
 
Share
 
in
 
respect
 
of
 
the
 
Notes
 
is
specified in the definition thereof.
 
The Conversion Price is subject to
 
adjustment
to
 
(and
 
including)
 
the
 
date
 
of
 
the
 
relevant
 
Trigger
 
Event
 
Notice
 
or
 
Viability
Event Notice, as the case may
 
be, in the circumstances described
 
in clause (d) of
this Condition 8.
exhibit420p29i0 exhibit420p29i0
28
(d)
Anti-dilution adjustment of the Conversion Price
(i)
Upon
 
the occurrence
 
of any
 
of the
 
events described
 
below after
 
18 June
 
2024,
the Conversion Price will be adjusted by the Issuer as follows:
(A)
If there
 
is a consolidation,
 
reclassification, redesignation
 
or subdivision
in
 
relation
 
to
 
the
 
Ordinary
 
Shares
 
that
 
alters
 
the
 
number
 
of
 
Ordinary
Shares
 
in
 
issue,
 
the
 
Conversion
 
Price
 
will
 
be
 
adjusted
 
by
 
multiplying
the Conversion
 
Price in
 
force immediately
 
prior to
 
such consolidation,
reclassification, redesignation or subdivision by the following fraction:
where:
A
 
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately
 
before
 
such
 
consolidation,
 
reclassification,
redesignation or subdivision, as the case may be; and
B
 
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately
 
after,
 
and
 
as
 
a
 
result
 
of,
 
such
 
consolidation,
reclassification,
 
redesignation
 
or
 
subdivision,
 
as
 
the
 
case
 
may
be.
Such
 
adjustment
 
will
 
become
 
effective
 
on
 
the
 
date
 
on
 
which
 
the
consolidation, reclassification,
 
redesignation or
 
subdivision, as
 
the case
may be, takes effect.
(B)
If
 
UBS
 
Group
 
AG
 
issues
 
any
 
Ordinary
 
Shares
 
to
 
Shareholders
 
as
 
a
class
 
credited
 
as
 
fully
 
paid
 
by
 
way
 
of
 
capitalisation
 
of
 
profits
 
or
reserves
 
(including
 
any
 
share
 
premium
 
account
 
or
 
capital
 
redemption
reserve) other
 
than (x) where any
 
such Ordinary
 
Shares are or
 
are to be
issued
 
instead
 
of
 
the
 
whole
 
or
 
part
 
of
 
a
 
Cash
 
Distribution
 
that
 
the
Shareholders
 
would
 
or
 
could
 
otherwise
 
have
 
elected
 
to
 
receive,
(y) where
 
the Shareholders
 
may elect
 
to receive
 
a Cash
 
Distribution in
lieu of such
 
Ordinary Shares or
 
(z) where any such
 
Ordinary Shares are
or
 
are
 
expressed
 
to
 
be
 
issued
 
in
 
lieu
 
of
 
a
 
dividend
 
(whether
 
or
 
not
 
a
Cash
 
Distribution
 
equivalent
 
or
 
amount
 
is
 
announced
 
or
 
would
otherwise
 
be
 
payable
 
to
 
the
 
Shareholders,
 
whether
 
at
 
their
 
election
 
or
otherwise),
 
the
 
Conversion
 
Price
 
will
 
be
 
adjusted
 
by
 
multiplying
 
the
Conversion
 
Price
 
in
 
force
 
immediately
 
prior
 
to
 
such
 
issue
 
by
 
the
following fraction:
where:
A
 
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately before such issue; and
B
 
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately after such issue.
Such
 
adjustment
 
shall
 
become
 
effective
 
on
 
the
 
date
 
of
 
issue
 
of
 
such
Ordinary Shares.
(C)
If
 
UBS
 
Group
 
AG
 
makes
 
or
 
pays
 
an
 
Extraordinary
 
Distribution
 
to
Shareholders, the
 
Conversion Price
 
will be
 
adjusted by
 
multiplying the
Conversion
 
Price
 
in
 
force
 
immediately
 
prior
 
to
 
the
 
Effective
 
Date
 
by
the following fraction:
exhibit420p30i0 exhibit420p31i0
29
where:
A
 
is
 
the
 
Current
 
Market
 
Price
 
of
 
one
 
Ordinary
 
Share
 
on
 
the
Effective
 
Date
 
(translated,
 
if
 
necessary,
 
into
 
the
 
Relevant
Currency at the Prevailing Rate on the Effective Date);
 
and
B
 
is
 
the
 
portion
 
of
 
the
 
aggregate
 
Extraordinary
 
Distribution
attributable
 
to
 
one
 
Ordinary
 
Share,
 
with
 
such
 
portion
 
being
determined
 
by
 
dividing
 
the
 
aggregate
 
Extraordinary
Distribution
 
by
 
the
 
number
 
of
 
Ordinary
 
Shares
 
entitled
 
to
receive
 
the
 
relevant
 
Extraordinary
 
Distribution.
 
If
 
the
Extraordinary
 
Distribution
 
shall
 
be
 
expressed
 
in
 
a
 
currency
other than the
 
Relevant Currency,
 
it shall be converted
 
into the
Relevant
 
Currency
 
at
 
the
 
Prevailing
 
Rate
 
on
 
the
 
relevant
Effective Date.
Such adjustment shall become effective on the Effective
 
Date.
For purposes of
 
this subclause (C), "
Effective Date
" means (x) the
 
first
date
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
traded
 
ex-the
 
Extraordinary
Distribution
 
on
 
the
 
Relevant
 
Stock
 
Exchange
 
or
 
(y) if
 
there
 
is
 
no
Relevant
 
Stock
 
Exchange,
 
the
 
first
 
date
 
upon
 
which
 
the
 
adjusted
Conversion
 
Price
 
is
 
capable
 
of
 
being
 
determined
 
in
 
accordance
 
with
this subclause (C).
(D)
If UBS Group
 
AG issues Ordinary
 
Shares to Shareholders
 
as a class
 
by
way of
 
rights or
 
UBS Group
 
AG or
 
any other
 
member of
 
the Group
 
or
(at
 
the
 
direction
 
or
 
request
 
or
 
pursuant
 
to
 
arrangements
 
with
 
UBS
Group AG
 
or any
 
other member
 
of the
 
Group) any
 
other Person
 
issues
or
 
grants
 
to
 
Shareholders
 
as
 
a
 
class
 
by
 
way
 
of
 
rights,
 
any
 
options,
warrants or other rights to subscribe
 
for or purchase Ordinary Shares, or
any
 
Securities that
 
by their
 
terms of
 
issue carry
 
(directly or
 
indirectly)
rights of conversion
 
into, or exchange
 
or subscription for,
 
any Ordinary
Shares (or shall grant any
 
such rights in respect of existing Securities
 
so
issued),
 
in
 
each
 
case
 
at
 
a
 
price
 
per
 
Ordinary
 
Share
 
that
 
is
 
less
 
than
95 per
 
cent.
 
of
 
the
 
Current
 
Market
 
Price
 
per
 
Ordinary
 
Share
 
on
 
the
Effective
 
Date
 
(translated,
 
if
 
necessary,
 
into
 
the
 
Relevant
 
Currency
 
at
the Prevailing Rate
 
on the Effective
 
Date), the Conversion
 
Price will be
adjusted
 
by
 
multiplying
 
the
 
Conversion
 
Price
 
in
 
force
 
immediately
prior to the Effective Date by the following fraction:
where:
A
 
is
 
the
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
 
on
 
the
 
Effective
Date;
B
 
is
 
the
 
number
 
of
 
Ordinary
 
Shares
 
that
 
the
 
aggregate
consideration (if any) receivable for the Ordinary Shares issued
by way
 
of rights,
 
or for
 
the Securities
 
issued by
 
way of
 
rights,
or for
 
the options
 
or warrants
 
or other
 
rights issued
 
by way
 
of
rights and
 
for the
 
total number
 
of Ordinary
 
Shares deliverable
on the exercise thereof, would purchase at such Current Market
Price
 
per
 
Ordinary
 
Share
 
on
 
the
 
Effective
 
Date
 
(translated,
 
if
necessary, into
 
the Relevant Currency at the Prevailing
 
Rate on
the Effective Date); and
30
C
 
is the number
 
of Ordinary Shares to
 
be issued or
 
the maximum
number
 
of
 
Ordinary
 
Shares
 
that
 
may
 
be
 
issued
 
upon
 
exercise
of such
 
options, warrants
 
or rights
 
calculated
 
as at
 
the date
 
of
issue of
 
such options,
 
warrants or rights
 
or upon
 
conversion or
exchange
 
or
 
exercise
 
of
 
rights
 
of
 
subscription
 
or
 
purchase
 
in
respect thereof at
 
the initial conversion,
 
exchange, subscription
or purchase price or rate, as the case may be,
provided
 
that, if on the
 
Effective Date, such
 
number of Ordinary
 
Shares
is to be determined
 
by reference to the
 
application of a formula
 
or other
variable
 
feature
 
or
 
the
 
occurrence
 
of
 
any
 
event
 
at
 
some
 
subsequent
time,
 
then
 
for
 
the
 
purposes
 
of
 
this
 
subclause (D),
 
"C"
 
will
 
be
determined by
 
the application
 
of such
 
formula or
 
variable feature
 
or as
if the relevant
 
event occurs or had
 
occurred as at
 
the Effective Date
 
and
as
 
if
 
such
 
conversion,
 
exchange,
 
subscription,
 
purchase
 
or
 
acquisition
had taken place on the Effective Date.
Such adjustment shall become effective on the Effective
 
Date.
For purposes of
 
this subclause (D), "
Effective Date
" means (x) the
 
first
date
 
on
 
which
 
the
 
Ordinary
 
Shares
 
are
 
traded
 
ex-rights,
 
ex-options
 
or
ex-warrants
 
on
 
the
 
Relevant
 
Stock
 
Exchange
 
or
 
(y) if
 
there
 
is
 
no
Relevant
 
Stock
 
Exchange,
 
the
 
first
 
date
 
upon
 
which
 
the
 
adjusted
Conversion
 
Price
 
is
 
capable
 
of
 
being
 
determined
 
in
 
accordance
 
with
this subclause (D).
For purposes
 
of any
 
calculation of
 
the consideration
 
receivable or
 
price
pursuant to this subclause (D), the following provisions shall apply:
(1)
 
the
 
aggregate
 
consideration
 
receivable
 
or
 
price
 
for
 
Ordinary
Shares issued for cash shall be the amount of such cash;
(2)
 
(x) the aggregate consideration
 
receivable or price for
 
Ordinary
Shares
 
to
 
be
 
issued
 
or
 
otherwise
 
made
 
available
 
upon
 
the
conversion or
 
exchange of
 
any Securities
 
will be
 
deemed to
 
be
the
 
consideration
 
or
 
price
 
received
 
or
 
receivable
 
for
 
any
 
such
Securities
 
and
 
(y) the
 
aggregate
 
consideration
 
receivable
 
or
price
 
for
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
or
 
otherwise
 
made
available upon the
 
exercise of rights of
 
subscription attached to
any Securities
 
or upon
 
the exercise
 
of any
 
options, warrants
 
or
rights will be
 
deemed to be
 
that part (which
 
may be the
 
whole)
of
 
the
 
consideration
 
or
 
price
 
received
 
or
 
receivable
 
for
 
such
Securities or,
 
as the
 
case may
 
be, for
 
such options,
 
warrants or
rights
 
that
 
are
 
attributed
 
by
 
UBS
 
Group
 
AG
 
to
 
such
 
rights
 
of
subscription
 
or,
 
as
 
the
 
case
 
may
 
be,
 
such
 
options,
 
warrants
 
or
rights
 
or,
 
if
 
no
 
part
 
of
 
such
 
consideration
 
or
 
price
 
is
 
so
attributed, the
 
Fair Market
 
Value
 
of such
 
rights of
 
subscription
or, as the
 
case may be, such options, warrants
 
or rights as at the
relevant
 
Effective
 
Date,
 
plus
 
in
 
the
 
case
 
of
 
each
 
of
subclauses (x)
 
and
 
(y)
 
above,
 
the
 
additional
 
minimum
consideration
 
receivable
 
or
 
price
 
(if
 
any)
 
upon
 
the
 
conversion
or
 
exchange
 
of
 
such
 
Securities,
 
or
 
upon
 
the
 
exercise
 
of
 
such
rights
 
or
 
subscription
 
attached
 
thereto
 
or,
 
as
 
the
 
case
 
may
 
be,
upon
 
exercise
 
of
 
such
 
options,
 
warrants
 
or
 
rights,
 
and
 
(z) the
consideration
 
receivable
 
or
 
price
 
per
 
Ordinary
 
Share
 
upon the
conversion or
 
exchange of,
 
or upon
 
the exercise
 
of such
 
rights
of subscription
 
attached to,
 
such Securities
 
or,
 
as the
 
case may
be, upon the exercise
 
of such options, warrants
 
or rights will be
the aggregate consideration
 
or price referred to
 
in subclause (x)
or
 
(y)
 
above
 
(as
 
the
 
case
 
may
 
be),
 
divided
 
by
 
the
 
number
 
of
Ordinary
 
Shares
 
to
 
be
 
issued
 
upon
 
such
 
conversion
 
or
31
exchange
 
or
 
exercise
 
at
 
the
 
initial
 
conversion,
 
exchange
 
or
subscription price or rate;
(3)
 
if
 
the
 
consideration
 
or
 
price
 
determined
 
pursuant
 
to
subclause (1)
 
or
 
(2)
 
above
 
(or
 
any
 
component
 
thereof)
 
is
expressed
 
in
 
a
 
currency
 
other
 
than
 
the
 
Relevant
 
Currency,
 
it
shall be
 
converted into
 
the Relevant
 
Currency at
 
the Prevailing
Rate on the relevant Effective Date (in the case of subclause
 
(1)
above) or the
 
relevant date of first
 
public announcement (in
 
the
case of subclause (2) above);
(4)
 
in determining the consideration
 
or price pursuant to
 
the above,
no
 
deduction
 
shall
 
be
 
made
 
for
 
any
 
commissions
 
or
 
fees
(howsoever described) or any expenses paid
 
or incurred for any
underwriting,
 
placing
 
or
 
management
 
of
 
the
 
issue
 
of
 
the
relevant
 
Ordinary
 
Shares
 
or
 
Securities
 
or
 
options,
 
warrants
 
or
rights, or otherwise in connection therewith; and
(5)
 
the
 
consideration
 
or
 
price
 
shall
 
be
 
determined
 
as
 
provided
above
 
on
 
the
 
basis
 
of
 
the
 
consideration
 
or
 
price
 
received,
receivable,
 
paid
 
or
 
payable,
 
regardless
 
of
 
whether
 
all
 
or
 
part
thereof
 
is
 
received,
 
receivable,
 
paid
 
or
 
payable
 
by
 
or
 
to
 
UBS
Group AG or another entity.
(E)
If
 
UBS
 
Group
 
AG
 
determines,
 
in
 
its
 
sole
 
discretion,
 
that,
notwithstanding
 
subclauses (A)
 
to
 
(D)
 
above,
 
a
 
reduction
 
to
 
the
Conversion
 
Price should
 
be made
 
as a
 
result of
 
one
 
or more
 
events or
circumstances not
 
referred to
 
in this
 
subclause (i) that
 
would require
 
an
adjustment
 
to
 
the
 
Conversion
 
Price
 
in
 
order
 
to
 
comply
 
with
 
Swiss
mandatory
 
law
 
on
 
the
 
protection
 
of
 
holders
 
of
 
instruments
 
that
 
may
convert
 
into
 
shares
 
issued
 
out
 
of
 
capital
 
range
 
(
Kapitalband
),
conditional
 
capital
 
(
bedingtes
 
Kapital
)
 
or
 
Conversion
 
Capital,
 
the
Conversion
 
Price
 
will
 
be
 
reduced
 
(either
 
generally
 
or
 
for
 
a
 
specified
period)
 
in
 
such manner
 
and with
 
effect
 
from
 
such date
 
as UBS
 
Group
AG
 
shall
 
determine
 
and
 
the
 
Issuer
 
shall
 
notify
 
to
 
the
 
Holders
 
in
accordance with Condition 14 (
Notices
).
(ii)
Notwithstanding subclause (i) above:
(A)
where
(1)
the events or circumstances giving
 
rise to any adjustment to the
Conversion
 
Price have
 
resulted
 
or will
 
result
 
in an
 
adjustment
to the Conversion Price; or
(2)
more
 
than
 
one
 
event
 
that
 
gives
 
rise
 
to
 
an
 
adjustment
 
to
 
the
Conversion Price occurs within such a short period of time,
that, in
 
the opinion
 
of UBS
 
Group AG,
 
a modification
 
to the
 
operation
of
 
the
 
adjustment
 
provisions
 
set
 
forth
 
in
 
this
 
clause (d)
 
is
 
required
 
to
give
 
the
 
intended
 
result,
 
such
 
modification
 
will
 
be
 
made
 
to
 
the
operation of the adjustment provisions set forth in this clause (d)
 
as may
be
 
determined
 
by
 
an
 
Independent
 
Adviser
 
to
 
be
 
in
 
its
 
opinion
appropriate
 
to
 
give
 
the
 
intended
 
result,
 
including
 
to
 
ensure
 
that
 
(x) an
adjustment to
 
the Conversion
 
Price or the
 
economic effect
 
thereof shall
not be taken
 
into account more
 
than once, (y) the
 
economic effect
 
of an
Extraordinary
 
Distribution
 
is
 
not
 
taken
 
into
 
account
 
more
 
than
 
once,
and (z) to reflect a redenomination
 
of the issued Ordinary Shares for
 
the
time being into a new currency;
32
(B)
any
 
adjustment
 
to
 
the
 
Conversion
 
Price
 
will
 
be
 
subject
 
to
 
such
Conversion
 
Price
 
(translated,
 
if
 
necessary,
 
into
 
the
 
currency
 
in
 
which
the
 
par
 
value
 
of
 
an
 
Ordinary
 
Share
 
is
 
denominated
 
at
 
the
 
time
 
such
adjustment
 
becomes
 
effective
 
at
 
the
 
then-prevailing
 
exchange
 
rate
 
as
determined
 
by
 
the
 
Issuer)
 
not
 
being
 
less
 
than
 
the
 
par
 
value
 
of
 
an
Ordinary Share at such time;
(C)
UBS
 
Group
 
AG
 
shall
 
not
 
take
 
any
 
action,
 
and
 
shall
 
procure
 
that
 
no
action
 
is
 
taken,
 
that
 
would
 
otherwise
 
result
 
in
 
an
 
adjustment
 
to
 
the
Conversion
 
Price
 
(translated,
 
if
 
necessary,
 
into
 
the
 
currency
 
in
 
which
the par
 
value of
 
an Ordinary
 
Share is
 
denominated
 
at the
 
time of
 
such
action at the
 
then-prevailing exchange
 
rate as determined
 
by the Issuer)
to below the par value of an Ordinary Share then in effect;
(D)
if
 
any
 
doubt
 
arises
 
as
 
to
 
whether
 
an
 
adjustment
 
is
 
to
 
be
 
made
 
to
 
the
Conversion Price
 
or as
 
to the
 
appropriate adjustment
 
to the
 
Conversion
Price,
 
the
 
Issuer
 
may
 
in
 
its
 
sole
 
discretion
 
appoint
 
an
 
Independent
Adviser
 
and,
 
following
 
consultation
 
between
 
the
 
Issuer
 
and
 
such
Independent Adviser,
 
a written
 
opinion of
 
such Independent
 
Adviser in
respect
 
thereof
 
will
 
(in
 
the
 
absence
 
of
 
wilful
 
default,
 
bad
 
faith
 
and
manifest error) be conclusive and binding on the Issuer and the Holders;
(E)
no
 
adjustment
 
will
 
be
 
made
 
to
 
the
 
Conversion
 
Price
 
where
 
Ordinary
Shares
 
or
 
other
 
securities
 
(including
 
rights,
 
warrants
 
and
 
options)
 
are
issued,
 
offered,
 
exercised,
 
allotted,
 
purchased,
 
appropriated,
 
modified
or
 
granted
 
to,
 
or
 
for
 
the
 
benefit
 
of,
 
employees
 
or
 
former
 
employees
(including directors
 
holding or
 
formerly holding
 
executive office
 
or the
personal
 
service
 
company
 
of
 
any
 
such
 
person)
 
or
 
their
 
spouses
 
or
relatives,
 
in each
 
case, of
 
UBS Group
 
AG or
 
any of
 
its subsidiaries
 
or
any
 
associated
 
company
 
or
 
to
 
a
 
trustee
 
or
 
trustees
 
to
 
be
 
held
 
for
 
the
benefit
 
of
 
any
 
such
 
person,
 
in
 
any
 
such
 
case
 
pursuant
 
to
 
any
 
share
 
or
option scheme; and
(F)
on any
 
adjustment,
 
if the
 
resultant Conversion
 
Price has
 
more decimal
places than
 
the initial
 
Conversion Price,
 
it will
 
be rounded
 
to the
 
same
number
 
of
 
decimal
 
places
 
as
 
the
 
initial
 
Conversion
 
Price.
 
No
adjustment will be made to the Conversion Price where such adjustment
(rounded
 
down
 
if
 
applicable)
 
would
 
be
 
less
 
than
 
one
 
per
 
cent.
 
of
 
the
Conversion
 
Price
 
then
 
in
 
effect.
 
Any
 
adjustment
 
not
 
required
 
to
 
be
made,
 
and/or
 
any
 
amount
 
by
 
which
 
the
 
Conversion
 
Price
 
has
 
been
rounded
 
down,
 
will
 
be
 
carried
 
forward
 
and
 
taken
 
into
 
account
 
in
 
any
subsequent
 
adjustment,
 
and
 
such
 
subsequent
 
adjustment
 
will
 
be
 
made
on the basis
 
that the adjustment
 
not required to
 
be made had been
 
made
at the relevant time and/or that the relevant rounding down
 
had not been
made, as the case may be.
(iii)
The
 
Issuer
 
shall
 
give
 
notice
 
of
 
any
 
adjustments
 
to
 
the
 
Conversion
 
Price
 
made
pursuant
 
to
 
this
 
clause (d)
 
to
 
the
 
Holders
 
in
 
accordance
 
with
 
Condition 14
(
Notices
) promptly after the determination thereof.
(iv)
References
 
in
 
these
 
Terms
 
and
 
Conditions
 
to
 
any
 
issue
 
or
 
offer
 
or
 
grant
 
to
Shareholders "as a
 
class" or "by way
 
of rights" shall be
 
taken to be references
 
to
an
 
issue
 
or
 
offer
 
or
 
grant
 
to
 
all
 
or
 
substantially
 
all
 
Shareholders,
 
other
 
than
Shareholders to whom,
 
by reason of the
 
laws of any
 
territory or requirements
 
of
any recognised regulatory body or
 
any other stock exchange or securities
 
market
in any territory or in connection with
 
fractional entitlements, it is determined not
to make such issue or offer or grant.
33
(e)
Qualifying Relevant Event
(i)
Upon
 
the
 
occurrence
 
of
 
a
 
Relevant
 
Event
 
that
 
is
 
a
 
Qualifying
 
Relevant
 
Event,
then:
(A)
upon the
 
occurrence of
 
a Trigger
 
Event or
 
a Viability
 
Event where
 
the
applicable
 
Conversion
 
Date
 
falls
 
on
 
or
 
after
 
the
 
New
 
Conversion
Condition Effective Date,
(1)
the Notes
 
shall be
 
converted on
 
such Conversion
 
Date into,
 
or
be exchanged on such Conversion
 
Date for, as the
 
case may be,
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity,
mutatis
 
mutandis
 
as
provided
 
in accordance
 
with this
 
Condition 8,
 
at a
 
Conversion
Price that shall be the New Conversion Price; and
(2)
the Issuer shall procure the
 
issue and/or delivery of the
 
relevant
number
 
of
 
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
 
in
 
the
manner
 
provided
 
in
 
this
 
Condition 8
 
(as
 
may
 
be
 
amended
 
as
described
 
in
 
the
 
definition
 
of
 
the
 
term
 
New
 
Conversion
Condition); and
(B)
the
 
New
 
Conversion
 
Price
 
shall
 
be
 
subject
 
to
 
adjustment
 
in
 
the
circumstances
 
provided
 
in
 
this
 
Condition 8
 
for
 
the
 
adjustment
 
of
 
the
Conversion
 
Price
 
(if
 
necessary
 
with
 
such
 
amendments
 
as
 
an
Independent
 
Adviser
 
shall
 
determine
 
to
 
be
 
appropriate)
 
and
 
the
 
Issuer
shall
 
give
 
notice
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
to
 
the
Holders
 
of
 
the
 
New
 
Conversion
 
Price
 
and
 
of
 
any
 
such
 
amendments
thereafter.
(ii)
Upon the
 
occurrence of
 
a Relevant
 
Event, the Issuer
 
shall give notice
 
thereof to
the Holders in
 
accordance with Condition
 
14 (
Notices
) within 10
 
Business Days
following the occurrence of such Relevant Event, which notice shall:
(A)
specify the identity of the Acquiror;
(B)
specify whether
 
the Relevant Event
 
is a Qualifying
 
Relevant Event or
 
a
Non-Qualifying Relevant Event;
(C)
in the case of a Qualifying Relevant
 
Event, specify the New Conversion
Price; and
(D)
if applicable, specify the New Conversion Condition Effective
 
Date.
(iii)
For
 
the
 
avoidance
 
of doubt,
 
upon
 
the
 
occurrence
 
of a
 
Relevant
 
Event
 
that
 
is a
Non-Qualifying
 
Relevant
 
Event,
 
the
 
provisions
 
of
 
this
 
clause (e)
 
shall
 
(subject
to
 
the
 
subsequent
 
operation
 
of
 
this
 
clause (e)
 
upon
 
the
 
occurrence
 
of
 
a
subsequent
 
Relevant
 
Event)
 
not
 
apply,
 
and
 
the
 
Notes
 
will
 
continue
 
to
 
be
convertible
 
into
 
Ordinary
 
Shares
 
pursuant
 
to
 
and
 
in
 
accordance
 
with
 
the
 
other
provisions
 
of
 
this
 
Condition 8
 
(
Conversion
),
 
if
 
and
 
when
 
the
 
Issuer
 
gives
 
a
Trigger
 
Event
 
Notice
 
or
 
a
 
Viability
 
Event
 
Notice
 
in
 
accordance
 
with
Condition 7 (
Trigger Event and Viability
 
Event
).
(iv)
For purposes of these Terms
 
and Conditions:
"
Acquiror
" means the Person (including
 
a Governmental Entity) that,
 
following
a Relevant Event, controls UBS Group AG.
"
Approved
 
Entity
"
 
means
 
an
 
Acquiror
 
that
 
is
 
body
 
corporate
 
that
 
is
incorporated
 
or established
 
under the
 
laws of
 
an OECD
 
member state
 
and that,
on the occurrence of the Relevant Event, has in issue Relevant Shares.
exhibit420p35i0
34
"
Governmental
 
Entity
"
 
means
 
(x) the
 
Swiss
 
Confederation,
 
(y) an
 
agency
 
of
the Swiss
 
Confederation
 
or (z) a
 
person or
 
entity (other
 
than a
 
body corporate)
controlled
 
by
 
the
 
Swiss
 
Confederation
 
or
 
any
 
such
 
agency
 
referred
 
to
 
in
clause (y) of this definition;
 
provided
,
however
, that, if UBS Group
 
AG is at any
time
 
organised
 
in
 
a
 
jurisdiction
 
outside
 
of
 
Switzerland,
 
references
 
in
 
this
definition
 
to
 
"the
 
Swiss
 
Confederation"
 
shall
 
be
 
read
 
as
 
references
 
to
 
the
government of such other jurisdiction.
The
 
"
New
 
Conversion
 
Condition
"
 
shall
 
be
 
satisfied
 
in
 
respect
 
of
 
a
 
Relevant
Event if,
 
by no
 
later than seven
 
days following
 
the occurrence of
 
such Relevant
Event,
 
(x) UBS
 
Group
 
AG
 
has,
 
to
 
the
 
satisfaction
 
of
 
UBS
 
Group
 
AG,
 
entered
into
 
arrangements
 
with
 
the
 
Approved
 
Entity
 
that
 
provide
 
for
 
delivery
 
of
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
 
on
 
Conversion
 
on
 
terms
mutatis
mutandis
 
as provided in the provisions of this Condition 8, and (y) the Issuer
 
has
entered into
 
such agreements
 
and arrangements,
 
and made
 
such amendments
 
to
these Terms
 
and Conditions, as
 
may be required
 
to ensure that,
 
with effect
 
from
the
 
New
 
Conversion
 
Condition
 
Effective
 
Date,
 
the
 
Notes
 
shall,
 
following
 
the
occurrence
 
of
 
a
 
Trigger
 
Event
 
or
 
a
 
Viability
 
Event,
 
be
 
convertible
 
into,
 
or
exchangeable for,
 
Relevant Shares
 
of the
 
Approved Entity,
mutatis mutandis
 
in
accordance with,
 
and subject to,
 
this Condition 8 (as
 
may be so
 
amended) at the
New
 
Conversion
 
Price;
provided
,
however
,
 
that,
 
any
 
failure
 
to
 
enter
 
into
 
the
arrangements
 
and
 
agreements
 
and/or
 
make
 
the
 
amendments
 
described
 
in
clauses (x) and
 
(y) of this
 
definition shall not
 
constitute a default
 
or an Event
 
of
Default under these Terms
 
and Conditions.
"
New Conversion
 
Condition
 
Effective
 
Date
" means
 
the date
 
with effect
 
from
which the New Conversion Condition has been satisfied.
"
New
 
Conversion
 
Price
" means,
 
in respect
 
of any
 
Conversion Date
 
falling on
or
 
after the
 
New
 
Conversion
 
Condition
 
Effective
 
Date, the
 
amount determined
by the Issuer in accordance with the following formula:
where:
NCP
 
is the New Conversion Price.
ECP
 
is the Conversion Price in effect on the last dealing day
prior to the New Conversion Condition Effective Date.
VWAPRS
 
is the
 
average of
 
the Volume
 
Weighted
 
Average
 
Price
of
 
the
 
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
(translated,
 
if
 
necessary,
 
into
 
SGD
 
at
 
the
 
Prevailing
Rate
 
on
 
the
 
relevant
 
dealing
 
day)
 
on
 
each
 
of
 
the
 
five
dealing days ending
 
on the last dealing day
 
prior to the
date on which
 
the Relevant Event
 
occurred (and where
references
 
in
 
the
 
definition
 
of
 
"Volume
 
Weighted
Average
 
Price"
 
to
 
"Ordinary
 
Shares"
 
shall
 
be
construed
 
as a
 
reference
 
to the
 
Relevant Shares
 
of the
Approved Entity and in the definition
 
of "dealing day",
references
 
to
 
the
 
"Relevant
 
Stock
 
Exchange"
 
shall
 
be
to
 
the
 
primary
 
Recognised
 
Stock
 
Exchange
 
on
 
which
the
 
Relevant
 
Shares
 
of
 
the
 
Approved
 
Entity
 
are
 
then
listed, admitted to trading or accepted for dealing).
VWAPOS
 
is the
 
average of
 
the Volume
 
Weighted
 
Average
 
Price
of
 
the
 
Ordinary
 
Shares
 
(translated,
 
if
 
necessary,
 
into
SGD at the Prevailing
 
Rate on the relevant
 
dealing day)
on
 
each
 
of
 
the
 
five
 
dealing
 
days
 
ending
 
on
 
the
 
last
35
dealing
 
day
 
prior
 
to
 
the
 
date
 
on
 
which
 
the
 
Relevant
Event occurred.
"
Non-Qualifying
 
Relevant
 
Event
"
 
means
 
a
 
Relevant
 
Event
 
that
 
is
 
not
 
a
Qualifying Relevant Event.
"
Qualifying Relevant Event
" means a Relevant Event where:
(A)
the Acquiror is an Approved Entity; and
(B)
the New Conversion Condition is satisfied.
A "
Relevant Event
" will have
 
occurred if,
 
at any time
 
after the Issue
 
Date, any
Person
 
or
 
Persons
 
acting
 
in concert
 
acquires
 
control
 
of
 
UBS Group
 
AG
 
(other
than
 
as
 
a
 
result
 
of
 
an
 
Exempt
 
Reorganisation).
 
For
 
the
 
purposes
 
of
 
this
definition "Relevant Event",
 
"
control
" means the
 
acquisition or holding
 
of legal
or beneficial ownership
 
of more than
 
95 per cent.
 
of the issued
 
Ordinary Shares
of
 
UBS
 
Group
 
AG
 
(whether
 
obtained
 
directly
 
or
 
indirectly
 
and
 
whether
obtained
 
by
 
ownership
 
of
 
share
 
capital,
 
contract
 
or
 
otherwise)
 
and,
 
as
 
a
consequence
 
thereof,
 
the Ordinary
 
Shares
 
are no
 
longer admitted
 
to trading
 
on
any
 
Recognised
 
Stock
 
Exchange,
 
and
 
"
controlled
"
 
shall
 
be
 
construed
accordingly.
"
Relevant
 
Shares
"
 
means,
 
in respect
 
of an
 
Acquiror,
 
ordinary
 
share capital
 
of
such
 
Acquiror
 
that
 
constitutes
 
equity
 
share
 
capital
 
or
 
the
 
equivalent
 
(or
depositary or
 
other receipts
 
representing the
 
same) that
 
is listed and
 
admitted to
trading on a Recognised Stock Exchange.
(f)
Procedure for settlement
 
and delivery of Ordinary Shares
 
on Conversion
Ordinary Shares to be issued on
 
Conversion shall be delivered subject to
 
and as provided
below.
(g)
Fractions
Fractions of Ordinary
 
Shares will not be
 
issued or delivered pursuant
 
to these Terms
 
and
Conditions
 
on
 
Conversion
 
and
 
no
 
cash
 
payment
 
will
 
be
 
made
 
in
 
lieu
 
thereof.
 
The
number
 
of
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
to
 
the
 
Settlement
 
Share
Depository for
 
the benefit
 
of each
 
Holder in
 
respect of
 
a Conversion
 
shall be
 
calculated
by the Settlement
 
Agent on the
 
basis of the aggregate
 
principal amount of
 
Notes held by
such Holder
 
on the
 
applicable Conversion
 
Date and
 
rounded down,
 
if necessary,
 
to the
nearest whole number of Ordinary Shares.
(h)
Procedure for delivery
 
in respect of a Conversion
(i)
UBS
 
Group
 
AG,
 
with
 
the
 
assistance
 
of
 
the
 
Settlement
 
Agent
 
where
 
necessary
under Swiss
 
law,
 
shall on
 
or prior
 
to the
 
applicable Conversion
 
Date issue
 
and
deliver to the Settlement Share Depository such number
 
of Ordinary Shares as is
required to satisfy in full
 
its obligation to deliver
 
Ordinary Shares to the Holders
in respect
 
of the
 
Conversion on
 
the applicable
 
Conversion Date.
 
Receipt by
 
the
Settlement
 
Share
 
Depository
 
of
 
such
 
Ordinary
 
Shares
 
shall
 
be
 
a
 
good
 
and
complete
 
discharge
 
of
 
the
 
Issuer's
 
(and,
 
if
 
UBS
 
Group
 
AG
 
is
 
not
 
the
 
Issuer,
UBS Group AG's) obligations in respect of the Notes.
(ii)
Subject
 
to
 
the
 
making
 
of
 
a
 
Settlement
 
Shares
 
Offer
 
and
 
as otherwise
 
provided
herein,
 
the
 
Settlement
 
Agent
 
shall
 
give
 
instructions
 
to
 
the
 
Settlement
 
Share
Depository
 
for
 
the
 
relevant
 
Ordinary
 
Shares
 
to
 
be
 
delivered
 
by
 
the
 
Settlement
Share
 
Depository
 
on
 
the
 
applicable
 
Conversion
 
Date
 
to
 
the
 
Holders,
 
and
 
the
Settlement
 
Share
 
Depository
 
shall
 
take
 
such
 
actions
 
as are
 
customary
 
to
 
effect
such
 
delivery
 
of
 
such
 
Ordinary
 
Shares
 
to
 
the
 
Holders
 
on
 
the
 
applicable
Conversion Date.
36
(iii)
In respect of
 
a Conversion as
 
a result of
 
the occurrence of
 
a Trigger
 
Event only,
following
 
receipt
 
by
 
the
 
Settlement
 
Share
 
Depository
 
of
 
the
 
Ordinary
 
Shares
and
 
the
 
resulting
 
good
 
and
 
complete
 
discharge
 
of
 
the
 
Issuer's
 
obligations
 
in
respect
 
of
 
the
 
Notes
 
as
 
described
 
in
 
subclause (i)
 
above,
 
the
 
Issuer
 
may,
 
in
 
its
sole
 
discretion,
 
appoint
 
a
 
placement
 
agent
 
(the
 
"
Settlement
 
Shares
 
Offer
Agent
")
 
acting
 
on
 
behalf,
 
and
 
for
 
the
 
accounts,
 
of
 
the
 
Holders
 
to
 
conduct
 
an
offering
 
of
 
the
 
Ordinary
 
Shares
 
to
 
which
 
the
 
Holders
 
are otherwise
 
entitled
 
(a
"
Settlement
 
Shares
 
Offer
").
 
In
 
the
 
relevant
 
Trigger
 
Event
 
Notice,
 
the
 
Issuer
shall
 
notify
 
the
 
Holders
 
whether
 
it
 
will
 
appoint
 
such
 
Settlement
 
Shares
 
Offer
Agent
 
to
 
conduct
 
such
 
a
 
Settlement
 
Shares
 
Offer.
 
If
 
it
 
does
 
so
 
appoint
 
a
Settlement Shares
 
Offer
 
Agent, it
 
will instruct
 
the Settlement
 
Share Depository
to
 
deliver
 
the
 
relevant
 
Ordinary
 
Shares
 
to
 
or
 
to
 
the
 
order
 
of
 
the
 
Settlement
Shares
 
Offer
 
Agent
 
for
 
this
 
purpose
 
prior
 
to
 
the
 
end
 
of
 
the
 
Offer
 
Settlement
Period.
 
Such
 
Settlement
 
Shares
 
Offer
 
shall
 
be
 
made
 
(x) in
 
the
 
currency
 
of
 
the
Issuer's choosing and at a cash price per Ordinary Share (such
 
price translated, if
necessary,
 
into SGD
 
at
 
the prevailing
 
exchange
 
rate on
 
the date
 
of the
 
Trigger
Event
 
Notice
 
as
 
determined
 
by
 
the
 
Issuer)
 
equal
 
to
 
the
 
Conversion
 
Price
 
in
effect
 
on
 
the
 
date
 
of
 
the
 
Trigger
 
Event
 
Notice,
 
and
 
(y) to
 
some
 
or,
 
subject
 
to
applicable
 
laws
 
and
 
regulations
 
and
 
to
 
such
 
an
 
offer
 
being
 
practicable
 
in
 
the
opinion
 
of
 
the
 
Issuer
 
in
 
the
 
Offer
 
Settlement
 
Period,
 
all
 
Shareholders
 
on
 
the
record date of
 
the Trigger Event
 
Notice then eligible
 
to participate in such
 
offer.
Any such
 
Settlement Shares
 
Offer shall
 
be completed
 
no later
 
than 20 Business
Days after the occurrence of the Trigger Event (the
 
"
Offer Settlement Period
").
Neither
 
the Issuer
 
nor the
 
Settlement Share
 
Depository
 
shall incur
 
any liability
whatsoever
 
to
 
the
 
Holders
 
in
 
respect
 
of
 
the
 
appointment
 
of
 
such
 
Settlement
Shares Offer
 
Agent or
 
its conduct,
 
save for
 
cases of
 
gross negligence
 
or wilful
intent.
If
 
the
 
Settlement
 
Shares
 
Offer
 
is
 
fully
 
subscribed
 
by
 
or
 
before
 
the
 
end
 
of
 
the
Offer Settlement Period, the
 
Holders shall, pursuant to the agreement
 
appointing
the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
be
 
entitled
 
to
 
receive
 
from
 
the
 
Settlement
Shares
 
Offer
 
Agent
 
on
 
the
 
fifth
 
Business
 
Day
 
after
 
the
 
end
 
of
 
the
 
Offer
Settlement Period,
 
their
pro
rata
 
share of
 
the aggregate
 
cash proceeds
 
received
from
 
the
 
Settlement
 
Shares
 
Offer
 
(such
 
aggregate
 
cash
 
proceeds
 
translated,
 
if
necessary,
 
from
 
the
 
currency
 
in
 
which
 
they
 
are
 
denominated
 
into
 
SGD
 
at
 
the
then-prevailing
 
exchange
 
rate
 
as
 
determined
 
by
 
the
 
Settlement
 
Shares
 
Offer
Agent
 
(less
 
any
 
foreign
 
exchange
 
transaction
 
costs)),
 
such
 
amount
 
being
rounded
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
 
rounded
 
upwards).
 
If
 
the
Settlement
 
Shares
 
Offer
 
is
 
only
 
partially
 
subscribed
 
by
 
the
 
end
 
of
 
the
 
Offer
Settlement
 
Period,
 
the
 
Holders
 
shall
 
(x)
 
pursuant
 
to
 
the
 
agreement
 
appointing
the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
be
 
entitled
 
to
 
receive
 
from
 
the
 
Settlement
Shares
 
Offer
 
Agent
 
on
 
the
 
fifth
 
Business
 
Day
 
after
 
the
 
end
 
of
 
the
 
Offer
Settlement
 
Period,
 
their pro
 
rata share
 
of
 
the aggregate
 
cash proceeds
 
received
from
 
the
 
Settlement
 
Shares
 
Offer
 
(such
 
aggregate
 
cash
 
proceeds
 
translated,
 
if
necessary,
 
from
 
the
 
currency
 
in
 
which
 
they
 
are
 
denominated
 
into
 
SGD
 
at
 
the
then-prevailing
 
exchange
 
rate
 
as
 
determined
 
by
 
the
 
Settlement
 
Shares
 
Offer
Agent
 
(less
 
any
 
foreign
 
exchange
 
transaction
 
costs)),
 
such
 
amount
 
being
rounded
 
to
 
the
 
nearest
 
cent
 
(half
 
a
 
cent
 
being
 
rounded
 
upwards),
 
and
 
(y) be
entitled
 
to
 
receive
 
their
pro
 
rata
 
share
 
of
 
the
 
number
 
of
 
Ordinary
 
Shares
 
not
subscribed pursuant to the Settlement Shares
 
Offer (rounded down to the nearest
whole number
 
of such Ordinary
 
Shares) within
 
the period
 
specified below from
the
 
Settlement
 
Share
 
Depository.
 
If
 
no
 
Ordinary
 
Shares
 
are
 
subscribed
 
in
 
the
Settlement
 
Shares
 
Offer,
 
Holders
 
shall
 
be
 
entitled
 
to
 
receive
 
the
 
relevant
Ordinary
 
Shares
 
within
 
the
 
period
 
specified
 
below
 
from
 
the
 
Settlement
 
Share
Depository.
In
 
relation
 
to
 
any
 
Ordinary
 
Shares
 
not
 
sold
 
pursuant
 
to
 
a
 
Settlement
 
Shares
Offer,
 
the
 
Settlement
 
Agent
 
shall
 
give
 
instructions
 
to
 
the
 
Settlement
 
Shares
Offer
 
Agent for
 
such Ordinary
 
Shares to
 
be delivered
 
by the
 
Settlement Shares
37
Offer
 
Agent to
 
the relevant
 
Holders within
 
five Business
 
Days after
 
the end
 
of
the Offer Settlement Period.
(i)
Taxes and
 
duties
None of the
 
Issuer, any
 
other member of the
 
Group, any Agent and
 
the Settlement Share
Depository
 
will
 
pay
 
any
 
capital,
 
stamp,
 
issue,
 
registration,
 
transfer
 
or
 
other
 
taxes
 
or
duties
 
arising
 
upon
 
Conversion
 
or
 
that
 
may
 
arise
 
or
 
be
 
paid
 
as
 
a
 
consequence
 
of
 
or
 
in
connection
 
with
 
the
 
issue
 
and
 
delivery
 
of
 
Ordinary
 
Shares
 
to
 
the
 
Settlement
 
Share
Depository
 
or to
 
any Holder.
 
A Holder
 
must pay
 
any capital,
 
stamp, issue,
 
registration,
transfer or other taxes or duties
 
arising upon Conversion or
 
that may arise or be paid
 
as a
consequence
 
of
 
or
 
in
 
connection
 
with
 
the
 
issue
 
and
 
delivery
 
of
 
the
 
Ordinary
 
Shares
 
to
the Settlement Share
 
Depository or to
 
such Holder and
 
such Holder must
 
pay all, if
 
any,
such
 
taxes
 
and
 
duties
 
arising
 
by
 
reference
 
to
 
any
 
disposal
 
or
 
deemed
 
disposal
 
of
 
such
Holder's
 
Notes
 
or
 
interest
 
therein.
 
Any
 
capital,
 
stamp,
 
issue,
 
registration,
 
transfer
 
or
other taxes
 
or duties
 
arising on
 
delivery or
 
transfer of
 
Ordinary Shares
 
to a
 
purchaser in
any Settlement Shares Offer
 
shall be payable by the relevant purchaser of
 
those Ordinary
Shares.
(j)
Delivery of Ordinary Shares
UBS
 
Group
 
AG,
 
with
 
the
 
assistance
 
of
 
the
 
Settlement
 
Agent
 
where
 
necessary
 
under
Swiss law,
 
will issue and deliver
 
the Ordinary Shares required to
 
be issued and delivered
on Conversion to the Settlement Share Depository on behalf of the Holder
 
of the relevant
Note(s).
 
Receipt by
 
the Settlement
 
Share Depository
 
of such
 
Ordinary
 
Shares will
 
be a
good
 
and
 
complete
 
discharge
 
of
 
the
 
Issuer's
 
obligations
 
in
 
respect
 
of
 
the
 
Notes
 
as
described in subclause (h)(i) of this Condition 8.
Such
 
Ordinary
 
Shares
 
will
 
be
 
delivered
 
to
 
Holders
 
in
 
uncertificated
 
form
 
through
 
SIX
SIS or
 
any
 
other
 
appropriate settlement
 
organisations.
 
Where such
 
Ordinary
 
Shares are
to
 
be
 
delivered
 
through
 
SIX
 
SIS
 
or
 
any
 
other
 
appropriate
 
intermediary
(
Verwahrungsstelle
)
 
in
 
Switzerland,
 
the
 
Settlement
 
Agent
 
shall
 
request
 
that
 
the
Settlement Share Depository
 
deliver such Ordinary
 
Shares to the account(s)
 
in which the
relevant
 
Note(s) is/are
 
held, on
 
the applicable
 
Conversion Date
 
or such
 
other date
 
as is
specified for
 
the delivery.
 
At the time
 
of such delivery
 
of the Ordinary
 
Shares, the then-
valid share registration rules of UBS Group AG will apply,
 
and UBS Group AG does not
offer any
 
assurance or
 
guarantee that
 
any Holder
 
will be accepted
 
as a Shareholder
 
with
voting rights in the share register of UBS Group AG.
(k)
Ordinary Shares
The
 
Ordinary
 
Shares
 
issued
 
and
 
delivered
 
on
 
Conversion
 
will
 
be
 
fully
 
paid
 
and
 
non-
assessable and
 
will in all
 
respects rank
pari passu
 
with the fully
 
paid Ordinary Shares
 
in
issue on the relevant Share
 
Creation Date, except in any such
 
case for any right excluded
by
 
mandatory
 
provisions
 
of
 
applicable
 
law,
 
and
 
except
 
that
 
the
 
Ordinary
 
Shares
 
so
issued and
 
delivered
 
will not
 
rank
 
for (or,
 
as the
 
case may
 
be, the
 
relevant
 
Holder will
not be
 
entitled to
 
receive) any
 
rights, distributions
 
or payments
 
the record
 
date or
 
other
due date
 
for the
 
establishment of
 
entitlement for
 
which falls
 
prior to
 
the relevant
 
Share
Creation Date.
(l)
Purchase or redemption
 
of Ordinary Shares
UBS Group AG or any of its subsidiaries may exercise such rights
 
as it may from time to
time enjoy to purchase or redeem or buy back any shares
 
or securities of UBS Group AG
(including
 
Ordinary
 
Shares)
 
or
 
any
 
depositary
 
or
 
other
 
receipts
 
or
 
certificates
representing the same without the consent of Holders.
(m)
Determinations to be made by an Independent Adviser
In the
 
case of
 
any determination
 
that is
 
required to
 
be made
 
by an
 
Independent Adviser
for purposes of this Condition 8, the
 
Issuer shall use reasonable endeavours to appoint
 
an
Independent
 
Adviser
 
to
 
make
 
such
 
determination;
provided
,
however
,
 
that,
38
notwithstanding
 
the
 
other
 
provisions
 
of
 
these
 
Terms
 
and
 
Conditions,
 
if
 
the
 
Issuer
 
is
unable to so appoint an Independent
 
Adviser or the Independent Adviser so appointed
 
by
the
 
Issuer
 
fails
 
to
 
make
 
such
 
determination,
 
the
 
Issuer,
 
acting
 
in
 
good
 
faith
 
and
 
a
commercially reasonable manner,
 
will make such determination.
Any
 
determination
 
that
 
is
 
made
 
by
 
an
 
Independent
 
Adviser
 
for
 
purposes
 
of
 
this
Condition 8
 
will
 
be
 
made
 
in
 
the
 
sole
 
discretion
 
of
 
such
 
Independent
 
Adviser
 
acting
 
in
good faith and in a commercially reasonable manner.
(n)
Notifications, etc. to be final
All
 
notifications,
 
opinions,
 
determinations,
 
certificates,
 
calculations,
 
quotations
 
and
decisions
 
given,
 
expressed,
 
made
 
or
 
obtained
 
by
 
an
 
Independent
 
Adviser
 
or
 
the
Settlement Agent
 
for purposes
 
of this
 
Condition 8 will
 
(in the
 
absence of
 
wilful default,
bad
 
faith and
 
manifest
 
error) be
 
binding
 
on the
 
Issuer,
 
the Agents
 
and
 
the Holders
 
and
(in
 
the absence
 
of wilful
 
default
 
and
 
bad
 
faith) no
 
liability to
 
the Issuer
 
or
 
the Holders
will
 
attach
 
to
 
the
 
Independent
 
Adviser
 
or
 
the
 
Settlement
 
Agent
 
in
 
connection
 
with
 
the
exercise
 
or
 
non-exercise
 
by
 
the
 
Independent
 
Adviser
 
or
 
the
 
Settlement
 
Agent
 
of
 
its
powers, duties and discretions under this Condition 8.
9.
PAYMENTS;
 
AGENTS
(a)
All payments
 
required to
 
be made
 
under the
 
Notes will
 
be made
 
available in
 
good time
in
 
freely
 
disposable
 
funds
 
in
 
SGD,
 
which
 
will
 
be
 
placed
 
at
 
the
 
free
 
disposal
 
of
 
the
Principal
 
Paying
 
Agent
 
on
 
behalf
 
of
 
the
 
Holders.
 
If
 
the
 
Scheduled
 
Due
 
Date
 
for
 
any
payment (whether in
 
respect of principal, interest
 
or otherwise) in respect
 
of the Notes is
not
 
a
 
Payment
 
Business
 
Day,
 
then
 
the
 
Holders
 
will
 
not
 
be
 
entitled
 
to
 
payment
 
thereof
until the first Payment Business
 
Day following the Scheduled
 
Due Date, and the Holders
will
 
not
 
be
 
entitled
 
to
 
any
 
additional
 
sum
 
in
 
relation
 
to
 
such
 
payment.
 
All
 
payments
required
 
to
 
be
 
made
 
under
 
the
 
Notes
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
Additional
 
Amounts)
 
shall
 
be
 
made
 
to
 
the
 
Holders
 
in
 
SGD
 
without
 
collection
 
costs,
without
 
any
 
restrictions
 
and
 
whatever
 
the
 
circumstances
 
may
 
be,
 
irrespective
 
of
nationality,
 
domicile
 
or
 
residence
 
of
 
the
 
relevant
 
Holder
 
and
 
without
 
certification,
affidavit or the fulfilment of any other formality.
(b)
The receipt
 
by the
 
Principal Paying
 
Agent of
 
the due
 
and punctual
 
payment of
 
funds in
SGD
 
will
 
release
 
the
 
Issuer
 
from
 
its
 
obligations
 
under
 
the
 
Notes
 
to
 
the
 
extent
 
of
 
such
payment.
(c)
Subject
 
to
 
clause (d)
 
of
 
this
 
Condition 9,
 
the
 
Issuer
 
reserves
 
the
 
right
 
to
 
terminate
 
the
appointment
 
of
 
any
 
Agent,
 
as
 
well
 
as
 
to
 
appoint
 
or,
 
after
 
any
 
such
 
appointment,
 
to
terminate the
 
appointment of, one
 
or more other
 
paying agents to
 
carry out any
 
payment
or other
 
similar functions
 
in respect
 
of the
 
Notes (each,
 
a "
Paying
 
Agent
", which
 
term
includes
 
the
 
Principal
 
Paying
 
Agent),
provided
 
that
 
(i) so
 
long
 
as
 
any
 
Note
 
is
outstanding, there
 
will at all
 
times be a
 
Principal Paying Agent,
 
a Calculation Agent
 
and
a
 
Settlement
 
Agent,
 
(ii) for so
 
long
 
as the
 
Notes are
 
listed on
 
the SIX
 
Swiss Exchange
and
 
if
 
then
 
required
 
by
 
the
 
regulations
 
of
 
the
 
SIX
 
Swiss
 
Exchange,
 
the
 
Issuer
 
shall
maintain a Paying
 
Agent in Switzerland, which
 
agent shall have
 
an office in
 
Switzerland
and
 
be
 
a
 
bank
 
or
 
securities
 
dealer
 
subject
 
to
 
supervision
 
by
 
FINMA,
 
to
 
perform
 
the
functions
 
of a
 
Swiss paying
 
agent,
 
and
 
(iii) any
 
successor Calculation
 
Agent
 
must be
 
a
leading
 
bank
 
or
 
financial
 
institution
 
that
 
is
 
experienced
 
in
 
the
 
calculations
 
and
determinations to be made by the Calculation Agent.
(d)
Any
 
appointment
 
or
 
termination
 
of
 
appointment
 
of,
 
or
 
resignation
 
by,
 
any
 
Agent
 
may
take place at any time,
provided
 
that the Issuer promptly notifies the
 
Holders of any such
appointment, termination or resignation in accordance with Condition
 
14 (
Notices
).
(e)
If at any time the Calculation Agent fails to (i) determine the Reference Rate or
 
the Reset
Interest Rate or duly calculate
 
the Reset Interest Amount
 
for any Reset Interest Period
 
or
the
 
interest
 
amount
 
payable
 
on
 
the
 
relevant
 
Redemption
 
Date
 
(if
 
the
 
Notes
 
are
 
to
 
be
redeemed
 
pursuant to
 
Condition 6
 
(
Redemption and
 
Purchase
)) or
 
(ii) comply with
 
any
39
other requirement in
 
relation to the Notes,
 
then the Issuer will
 
terminate the appointment
of
 
the
 
Calculation
 
Agent
 
in
 
accordance
 
with
 
the
 
Agency
 
Agreement
 
and
 
appoint
 
a
successor Calculation Agent.
10.
TAXATION
(a)
All payments to be
 
made by or on
 
behalf of the Issuer
 
in respect of the
 
Notes (including,
for
 
the
 
avoidance
 
of
 
doubt,
 
payments
 
by
 
a
 
Paying
 
Agent)
 
shall
 
be
 
made
 
without
withholding
 
or
 
deduction
 
for,
 
or
 
on
 
account
 
of,
 
any
 
present
 
or
 
future
 
taxes,
 
duties,
assessments
 
or
 
other
 
government
 
charges
 
of
 
any
 
nature
 
("
Taxes
")
 
imposed,
 
levied,
collected,
 
withheld
 
or assessed
 
by or
 
on behalf
 
of any
 
Tax
 
Jurisdiction
 
or any
 
political
subdivision
 
thereof
 
or
 
any
 
authority
 
of
 
or
 
in
 
a
 
Tax
 
Jurisdiction
 
or
 
any
 
political
subdivision thereof
 
having the
 
power to
 
impose, levy,
 
collect, withhold
 
or assess
 
Taxes,
unless withholding, deduction or accounting for such Taxes
 
is required by law.
(b)
In the
 
event that
 
any payment
 
to be
 
made by
 
or on
 
behalf of
 
the Issuer
 
in respect
 
of the
Notes (including,
 
for the avoidance
 
of doubt,
 
payments by
 
a Paying
 
Agent) is
 
subject to
any withholding or deduction for,
 
or on account of, any Taxes
 
by requirement of law in a
Tax
 
Jurisdiction
 
(as
 
determined
 
by
 
the
 
relevant
 
tax
 
authority
 
of
 
or
 
in
 
such
 
Tax
Jurisdiction),
 
the
 
Issuer
 
shall
 
pay
 
such
 
additional
 
amounts
 
as will
 
result
 
in
 
the
 
Holders
receiving
 
the amounts
 
that they
 
would have
 
received in
 
respect of
 
the Notes
 
if no
 
such
withholding or deduction had been required ("
Additional Amounts
").
(c)
No
 
Additional
 
Amounts
 
will
 
be
 
payable
 
pursuant
 
to
 
clause (b)
 
of
 
this
 
Condition 10
 
in
relation to any Note:
(i)
if the relevant
 
Holder is liable for
 
such Taxes
 
on such Note as
 
a result of
 
having
some
 
connection
 
with
 
the
 
relevant
 
Tax
 
Jurisdiction
 
other
 
than
 
its
 
mere
ownership
 
or
 
possession
 
of
 
such
 
Note
 
or
 
the
 
receipt
 
of
 
principal
 
or
 
interest
 
in
respect thereof; or
(ii)
with respect
 
to any
 
Tax
 
collected pursuant
 
to the
 
provisions of,
 
or any
 
laws or
an agreement
 
with any Tax
 
Jurisdiction relating
 
to, Sections 1471
 
through 1474
of the
 
US Internal
 
Revenue Code,
 
as amended
 
and as
 
may be
 
further
 
amended
from time to time (commonly referred to as "FATCA
 
"); or
(iii)
where
 
such
 
withholding
 
or
 
deduction
 
is
 
required
 
to
 
be
 
made
 
pursuant
 
to
 
laws
enacted
 
by
 
Switzerland
 
providing
 
for
 
the
 
taxation
 
of
 
payments
 
according
 
to
principles similar to
 
those laid down
 
in the draft legislation
 
of the Swiss Federal
Council
 
of
 
3 April
 
2020,
 
or
 
otherwise
 
changing
 
the
 
Swiss
 
federal
 
withholding
tax system from an issuer-based system to a paying
 
agent-based system pursuant
to
 
which
 
a
 
Person
 
other
 
than
 
the
 
issuer
 
is
 
required
 
to
 
withhold
 
tax
 
on
 
any
interest payments; or
(iv)
to the extent any combination of subclauses (i) through (iii) above applies.
(d)
Any reference in these Terms
 
and Conditions to amounts payable by the Issuer in
 
respect
of
 
the Notes
 
includes
 
(i) any Additional
 
Amount
 
payable pursuant
 
to this
 
Condition 10
and (ii) any
 
sum payable pursuant
 
to an obligation
 
taken in addition
 
to or in
 
substitution
for the obligation in this Condition 10.
11.
STATUTE
 
OF LIMITATIONS
In
 
accordance
 
with
 
Swiss
 
law,
 
(a) claims
 
for
 
interest
 
payments
 
under
 
the
 
Notes
 
will
 
become
time-barred
 
after
 
the
 
five-year
 
period
 
and
 
(b) claims
 
for
 
the
 
repayment
 
or
 
redemption
 
of
 
Notes
will become time-barred after the 10-year period,
 
in each case, commencing on the date on which
such payments, repayment or redemption become due and payable.
40
12.
EVENTS OF DEFAULT
(a)
If
 
any
 
of
 
the
 
following
 
events
 
occurs,
 
such
 
occurrence
 
will
 
constitute
 
an
 
"
Event
 
of
Default
":
(i)
the
 
Issuer
 
fails
 
to
 
pay
 
the
 
principal
 
amount
 
of
 
any
 
Note
 
if
 
and
 
when
 
the
 
same
becomes
 
due
 
and
 
payable
 
under
 
these
 
Terms
 
and
 
Conditions,
 
and
 
such
 
failure
continues unremedied for a period of 30 days; or
(ii)
the Issuer
 
fails to
 
pay any
 
interest on
 
the Notes
 
if and
 
when the
 
same becomes
due
 
and payable
 
under these
 
Terms
 
and Conditions,
 
and such
 
failure continues
unremedied for a period of 30 days; or
(iii)
the
 
Issuer
 
fails
 
to
 
observe
 
or
 
perform
 
any
 
other
 
covenant,
 
condition,
 
or
agreement contained
 
in these
 
Terms
 
and Conditions,
 
and such
 
failure continues
unremedied for
 
a period of
 
60 days after
 
written notice thereof
 
from any Holder
to the Issuer; or
(iv)
a Bankruptcy Event;
provided
,
however
,
 
that,
 
notwithstanding
 
subclauses (i)
 
to
 
(iv)
 
above,
 
neither
 
(A) the
opening
 
of Restructuring
 
Proceedings
 
with respect
 
to the
 
Issuer nor
 
(B) the
 
exercise
 
of
any
 
Swiss
 
Resolution
 
Power
 
with
 
respect
 
to
 
the
 
Issuer
 
during
 
any
 
such
 
Restructuring
Proceedings
 
nor
 
(C) the
 
ordering
 
of any
 
Protective
 
Measures with
 
respect
 
to
 
the
 
Issuer
that
 
are
 
ordered
 
or
 
confirmed
 
upon
 
the
 
opening
 
of
 
or
 
during
 
any
 
such
 
Restructuring
Proceedings will constitute a default or an Event of Default.
(b)
Upon the
 
occurrence of
 
an Event
 
of Default
 
relating to
 
any failure
 
of the
 
Issuer to
 
meet
any
 
payment
 
obligation
 
under
 
these
 
Terms
 
and
 
Conditions
 
and
 
subject
 
to
 
Condition 8
(
Conversion
),
 
(i) such
 
payment
 
obligation
 
(and
 
such
 
payment
 
obligation
 
only)
 
will
 
be
immediately
 
deemed
 
a
 
due
 
and
 
payable
 
(
fällige
)
 
payment
 
obligation
 
of
 
the
 
Issuer,
 
and
(ii) if
 
(A) the
 
relevant
 
Holder
 
has
 
formally
 
requested
 
payment
 
of
 
such
 
payment
obligation, (B) such payment obligation
 
has not been fulfilled within
 
the statutory period
under
 
Swiss
 
law
 
commencing
 
after
 
the
 
date
 
of
 
such
 
formal
 
request
 
and
 
(C) a
 
writ
 
of
payment
 
(
Zahlungsbefehl
)
 
has
 
been
 
issued
 
with
 
respect
 
to
 
such
 
payment
 
obligation
pursuant
 
to the
 
DEBA, the
 
relevant Holder
 
may institute
 
proceedings against
 
the Issuer
in
 
Switzerland
 
(but
 
not
 
elsewhere)
 
to
 
enforce
 
its
 
rights
 
with
 
respect
 
to
 
such
 
payment
obligation under the DEBA.
(c)
If
 
a
 
debt
 
collection
 
or
 
insolvency
 
proceeding
 
with
 
respect
 
to
 
the
 
Issuer
 
is
 
instituted
 
in
Switzerland
 
in
 
accordance
 
with
 
clause (b)
 
of
 
this
 
Condition 12,
 
the
 
Issuer
 
shall
 
not
(i) after
 
having
 
received
 
the
 
writ
 
of
 
payment
 
(
Zahlungsbefehl
)
 
relating
 
to
 
the
 
relevant
payment obligation,
 
argue or
 
plead that
 
such payment
 
obligation
is not
 
due and
 
payable
by the
 
Issuer,
 
or (ii) prior
 
to the
 
declaration of
 
bankruptcy (or
 
similar proceeding
 
under
Swiss insolvency laws), make any payment to the relevant
 
Holder under or in connection
with the Notes.
(d)
In the
 
case of
 
any Event
 
of Default
 
arising under
 
subclause (a)(iii)
 
of this
 
Condition 12
and
 
subject to
 
Condition 8 (
Conversion
), any
 
Holder may
 
seek specific
 
performance
 
or
damages with
 
respect to
 
such Event
 
of Default
 
pursuant to
 
the Swiss Code
 
if so
 
entitled
thereunder.
 
Any
 
such
 
damage
 
claim
 
of
 
any
 
Holder
 
will
 
rank
 
junior
 
to
 
the
 
rights
 
and
claims of all holders of Senior Obligations.
(e)
In the
 
case of
 
any Event
 
of Default
 
arising under
 
subclause (a)(iv)
 
of this
 
Condition 12
and subject to Condition 8 (
Conversion
), any Holder may, by written
 
notice to the Issuer,
declare
 
the principal
 
amount of
 
any of
 
its Notes,
 
together with
 
any
 
accrued and
 
unpaid
interest thereon,
 
immediately due
 
and payable,
 
without presentment,
 
demand, protest
 
or
other notice of any kind.
(f)
No
 
remedy
 
against
 
the
 
Issuer
 
other
 
than
 
those
 
described
 
in
 
this
 
Condition 12
 
will
 
be
available
 
to
 
the
 
Holders
 
in
 
connection
 
with
 
the
 
Issuer's
 
obligations
 
under
 
these
 
Terms
and
 
Conditions,
 
whether
 
for
 
the
 
recovery
 
of
 
amounts
 
owing
 
under
 
these
 
Terms
 
and
41
Conditions or in
 
respect of any
 
breach by the
 
Issuer of any
 
of its other
 
obligations under
these
 
Terms
 
and
 
Conditions
 
or
 
otherwise.
 
In
 
particular,
 
no
 
Holder
 
may
 
declare
 
(i) the
principal amount of any Notes due
 
and payable prior to any Redemption
 
Date, or (ii) any
interest
 
on
 
any
 
Notes
 
due
 
and
 
payable
 
prior
 
to
 
the
 
relevant
 
Interest
 
Payment
 
Date,
except,
 
in
 
the
 
case
 
of
 
each
 
of
 
subclauses (i)
 
and
 
(ii),
 
pursuant
 
to
 
clause (e)
 
of
 
this
Condition 12.
13.
MEETINGS OF HOLDERS; SUBSTITUTION AND AMENDMENT
(a)
Except
 
as
 
otherwise
 
specified
 
in
 
this
 
Condition 13,
 
the
 
provisions
 
of
 
bondholder
meetings
 
contained
 
in
 
article 1157
 
et
 
seqq.
 
of
 
the
 
Swiss
 
Code
 
apply
 
in
 
relation
 
to
meetings of Holders.
(b)
If a
 
Tax
 
Event or
 
a Regulatory
 
Event has
 
occurred, the
 
Issuer may,
 
without the
 
consent
of the
 
Holders, either
 
substitute all,
 
but not
 
some only,
 
of the
 
Notes for,
 
or amend
 
these
Terms
 
and
 
Conditions
 
so
 
that
 
they
 
remain
 
or
 
become,
 
Compliant
 
Securities,
provided
that:
(i)
neither a Tax
 
Event nor a Regulatory Event arises as a result of such substitution
or amendment;
(ii)
FINMA has
 
approved such
 
substitution or
 
amendment (if
 
such approval
 
is then
required under applicable Swiss laws and regulations);
(iii)
the
 
Issuer
 
has
 
given
 
the
 
Holders
 
not
 
less
 
than
 
30
 
days'
 
notice
 
of
 
such
substitution
 
or
 
amendment
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
),
 
which
notice will,
 
subject to
 
subclause (v) below,
 
be irrevocable,
 
and state
 
the date
 
on
which
 
such
 
substitution
 
or
 
amendment
 
will
 
be
 
effective
 
(the
 
"
Substitution
 
or
Amendment Effective Date
");
(iv)
prior to the publication of any notice pursuant to
 
subclause (iii) above, the Issuer
shall
 
deliver
 
to
 
the
 
Principal
 
Paying
 
Agent
 
(A) a
 
certificate
 
signed
 
by
 
the
Authorised
 
Signatories
 
stating
 
that
 
the
 
relevant
 
requirement
 
or
 
circumstance
giving
 
rise
 
to
 
the
 
right
 
to
 
substitute
 
or
 
amend
 
the
 
terms
 
of
 
the
 
Notes,
 
as
applicable,
 
pursuant
 
to
 
this
 
clause (b)
 
is
 
satisfied
 
and
 
the
 
reasons
 
therefor
 
and
such
 
certificate
 
will
 
be
 
conclusive
 
and
 
binding
 
on
 
the
 
Holders,
 
and
 
(B) an
opinion
 
of
 
independent
 
legal
 
advisers
 
of
 
recognised
 
standing
 
to
 
the
 
effect
 
that
circumstances entitling
 
the Issuer
 
to exercise its
 
right to substitute
 
or amend
 
the
terms of the Notes, as applicable, pursuant to this clause (b) have arisen; and
(v)
no
 
Trigger
 
Event
 
or
 
Viability
 
Event
 
has
 
occurred
 
prior
 
to
 
the
 
relevant
Substitution or Amendment Effective Date.
In connection with any
 
substitution or amendment
 
in accordance with this
 
clause (b), the
Issuer shall
 
comply with
 
the rules of
 
any stock
 
exchange on
 
which the
 
Notes are
 
for the
time being listed or admitted to trading.
(c)
In addition to its
 
rights under clause (b) of
 
this Condition 13, the Issuer
 
may, without
 
the
consent
 
of
 
the
 
Holders,
 
make
 
any
 
amendment
 
to
 
these
 
Terms
 
and
 
Conditions
 
that
 
it
considers
 
to
 
be
 
(i) necessary
 
or
 
desirable
 
to
 
give
 
effect
 
to
 
(A) any
 
Alternative
Benchmark
 
Rate
 
determined
 
in
 
accordance
 
with
 
Condition 5(c)
 
(
Interest
 
–
 
Benchmark
replacement
)
 
(including
 
any
 
Adjustment
 
Spread
 
determined
 
in
 
accordance
 
with
subclause (v)(A)(2)
 
thereof
 
and
 
any
 
alternative
 
method
 
for
 
determining
 
the
 
Reference
Rate
 
if
 
such
 
Alternative
 
Benchmark
 
Rate
 
is
 
unavailable
 
on
 
the
 
relevant
 
Reset
Determination Date determined in
 
accordance with subclause (v)(A)(3) thereof),
 
and any
related
 
changes
 
to
 
the
 
definitions
 
of
 
the
 
terms
 
"Business
 
Day",
 
"Day
 
Count
 
Fraction",
"Payment Business Day"
 
and/or "Reset Determination
 
Date" determined
 
to be necessary
in
 
accordance
 
with
 
subclause (v)(D)
 
thereof,
 
or
 
(B) the
 
provisions
 
of
 
clause (a)
 
of
Condition 15
 
(
Issuer
 
Substitution
)
 
(including,
 
without
 
limitation,
 
(x) if
 
the
 
Substitute
Issuer
 
is
 
organised
 
and/or
 
resident
 
for
 
tax
 
purposes
 
in
 
a
 
jurisdiction
 
other
 
than
Switzerland,
 
any
 
amendments
 
to
 
any
 
references
 
to
 
the
 
jurisdiction
 
of
 
"Switzerland"
42
contained herein, including,
 
without limitation, amendments
 
to the definition
 
of the term
"Bankruptcy Event", the
 
definition of the
 
term "Business Day",
 
the governing law
 
of the
subordination
 
provisions
 
set
 
forth
 
in
 
Condition 4
 
(
Status
 
and
 
Subordination
)
 
and
 
the
provisions of
 
Condition 12 (
Events of
 
Default
), and
 
(y) any amendments
 
to reflect
 
UBS
Group
 
AG's
 
guarantee
 
described
 
in
 
subclause (a)(iii)
 
of
 
Condition 15
 
(
Issuer
Substitution
)),
 
or
 
(C) the
 
provisions
 
of
 
subclause (i)(B)
 
and/or
 
subclause (iii)
 
of
Condition 8(e)
 
(
Conversion
 
–
 
Qualifying
 
Relevant
 
Event
),
 
or
 
(ii) formal,
 
minor
 
or
technical
 
in
 
nature,
 
or
 
(iii) necessary
 
to
 
correct
 
a
 
manifest
 
error,
 
or
 
(iv)
 
not
 
materially
prejudicial to the interests of the Holders.
(d)
The
 
Issuer
 
shall
 
notify
 
the
 
Holders
 
of
 
any
 
amendments
 
made
 
pursuant
 
to
 
clause (c)
 
of
this Condition 13 in
 
accordance with Condition 14
 
(
Notices
), which notice shall
 
state the
date on which such amendment will be effective.
(e)
Any
 
amendment
 
made
 
pursuant
 
to
 
this Condition
 
13
 
will be
 
binding
 
on
 
the
 
Holders
 
in
accordance with its terms.
14.
NOTICES
(a)
So long
 
as the
 
Notes are
 
listed on
 
the SIX
 
Swiss Exchange,
 
notices to
 
Holders shall
 
be
given by
 
the Issuer (i)
 
by means of
 
electronic publication
 
on the internet
 
website of SIX
Exchange
 
Regulation
 
Ltd
 
(https://www.ser-ag.com),
 
where
 
notices
 
are
 
as
 
at
 
the
 
Issue
Date
 
published
 
under
 
the
 
address
 
https://www.ser-ag.com/en/resources/notifications-
market-participants/official-notices.html#/,
 
or
 
(ii) otherwise
 
in
 
accordance
 
with
 
the
regulations of
 
the SIX
 
Swiss Exchange.
 
Any notice
 
will be
 
validly given
 
on the
 
date of
such publication or, if published more
 
than once, on the date of the first such publication.
(b)
If the
 
Notes are
 
for any
 
reason no
 
longer listed
 
on the
 
SIX Swiss
 
Exchange,
 
notices to
Holders
 
will
 
be
 
given
 
by
 
the
 
Issuer
 
to
 
the
 
Intermediary
 
for
 
forwarding
 
to
 
the
 
Holders.
Any such notice will be validly given on the date of delivery to the Intermediary.
15.
ISSUER SUBSTITUTION
(a)
The
 
Issuer
 
(for
 
purposes
 
of
 
this Condition
 
15,
 
the
 
"
Current
 
Issuer
")
 
may,
 
without
 
the
consent
 
of
 
the
 
Holders,
 
substitute
 
any
 
entity
 
(whether
 
or
 
not
 
such
 
entity
 
is
 
organised
under the laws
 
of Switzerland) (such
 
substitute entity,
 
the "
Substitute Issuer
") for itself
as
 
principal
 
debtor
 
under
 
the
 
Notes
 
upon
 
giving
 
no
 
more
 
than
 
30
 
and
 
no
 
less
 
than
10 days' notice to the Holders in accordance with Condition 14 (
Notices
),
provided
 
that:
(i)
the Substitute
 
Issuer is
 
UBS Group
 
AG or
 
at least
 
95 per cent.
 
of the
 
Substitute
Issuer's capital
 
and voting
 
rights are
 
held, directly
 
or indirectly,
 
by UBS
 
Group
AG;
(ii)
the Current
 
Issuer is
 
not in
 
default in
 
respect of
 
any amount
 
payable under
 
the
Notes at the time of such substitution;
(iii)
if the
 
Substitute Issuer
 
is not
 
UBS Group
 
AG, UBS
 
Group AG
 
has irrevocably
and
 
unconditionally
 
guaranteed
 
to
 
the
 
Holders,
 
pursuant
 
to
 
article 111
 
of
 
the
Swiss
 
Code
 
and
 
on
 
a
 
subordinated
 
basis
 
corresponding
mutatis
 
mutandis
 
to
Condition 4
 
(
Status
 
and
 
Subordination
),
 
(A) the
 
due
 
and
 
punctual
 
payment
 
of
principal
 
and
 
interest
 
and
 
all other
 
amounts
 
due
 
and
 
payable
 
by
 
the
 
Substitute
Issuer under,
 
or in
 
respect of,
 
the Notes
 
upon receipt
 
of the
 
written request
 
for
payment
 
of the
 
relevant amount,
 
and (B) upon
 
the occurrence
 
of a
 
Conversion,
the
 
due
 
delivery
 
of
 
the
 
Ordinary
 
Shares
 
required
 
to
 
be
 
delivered
 
pursuant
 
to
Condition 8
 
(
Conversion
),
 
and
 
on
 
the
 
terms
 
whereby
 
subclause (iii)
 
of
Condition 5(i)
 
(
Interest
 
–
 
Cancellation
 
of
 
interest;
 
prohibited
 
interest
),
subclause (ii)(C)
 
of
 
Condition 8(d)
 
(
Conversion
 
–
 
Anti-dilution
 
adjustment
 
of
the
 
Conversion
 
Price
),
 
Condition 10
 
(
Taxation
),
 
Condition 12
 
(
Events
 
of
Default
) and Condition 20
 
(
No Set-off by Holders
) apply to UBS
 
Group AG and
to
 
its
 
obligations
 
under
 
such
 
guarantee
 
either
 
by
 
making
 
the
 
necessary
consequential
 
amendments
 
to
 
such
 
Conditions
 
or
 
including
 
such
 
Conditions
43
applicable to UBS Group AG and to its obligations under such guarantee
 
in such
guarantee itself, as applicable;
(iv)
the
 
Current
 
Issuer
 
and
 
the
 
Substitute
 
Issuer
 
(A) have
 
entered
 
into
 
such
documents
 
(the
 
"
Substitution
 
Documents
")
 
as
 
are
 
necessary
 
to
 
give
 
effect
 
to
such substitution
 
and pursuant
 
to which the
 
Substitute Issuer
 
has (x) undertaken
in
 
favour
 
of
 
each
 
Holder
 
to
 
be
 
bound
 
by
 
these
 
Terms
 
and
 
Conditions
 
as
 
the
principal
 
debtor
 
(on
 
a
 
subordinated
 
basis
 
corresponding
 
to
 
Condition 4
 
(
Status
and
 
Subordination
))
 
under
 
the
 
Notes
 
in
 
place
 
of
 
the
 
Current
 
Issuer
 
and
(y) assumed the
 
obligations of
 
the Current
 
Issuer under
 
the Agency
 
Agreement,
and
 
(B) procure
 
that
 
all
 
action,
 
conditions
 
and
 
things
 
required
 
to
 
be
 
taken,
fulfilled and
 
done (including,
 
without limitation,
 
the obtaining
 
of any
 
necessary
consents)
 
to
 
ensure
 
that
 
the
 
Substitution
 
Documents
 
represent
 
valid,
 
legally
binding
 
and
 
enforceable
 
obligations
 
of
 
the
 
Substitute
 
Issuer
 
have
 
been
 
taken,
fulfilled and done and are in full force and effect;
(v)
if
 
the
 
Substitute
 
Issuer
 
is
 
resident
 
for
 
tax
 
purposes
 
in
 
a
 
jurisdiction
 
(the
 
"
New
Residence
")
 
other
 
than
 
that
 
in
 
which
 
the
 
Current
 
Issuer
 
prior
 
to
 
such
substitution
 
was
 
resident
 
for
 
tax
 
purposes
 
(the
 
"
Former
 
Residence
"),
 
the
Substitution
 
Documents
 
contain an
 
undertaking
 
by
 
the Substitute
 
Issuer
 
and/or
such
 
other
 
provisions
 
as
 
may
 
be
 
necessary
 
to
 
ensure
 
that
 
each
 
Holder
 
has
 
the
benefit
 
of
 
an
 
undertaking
 
in
 
terms
 
corresponding
 
to
 
the
 
provisions
 
of
Condition 10
 
(
Taxation
)
 
in
 
relation
 
to
 
the
 
payment
 
of
 
all
 
amounts
 
due
 
and
payable
 
under,
 
or
 
in
 
respect
 
of,
 
the
 
Notes
 
and
 
in
 
relation
 
to
 
the
 
guarantee
referred
 
to in
 
subclause
 
(iii) above,
 
with, in
 
the case
 
of the
 
Notes but
 
not such
guarantee,
 
the
 
substitution
 
of
 
references
 
to
 
the
 
Former
 
Residence
 
with
references to the
 
New Residence, and
 
an undertaking by
 
the Substitute Issuer
 
to
indemnify
 
each
 
Holder
 
against
 
any
 
Tax
 
that
 
is
 
imposed
 
on
 
it
 
by
 
(or
 
by
 
any
authority
 
in
 
or
 
of)
 
the
 
New
 
Residence
 
and,
 
if
 
different,
 
the
 
jurisdiction
 
of
 
the
Substitute Issuer's organisation with respect to any
 
Note and that would not have
been so imposed had
 
the substitution not been
 
made, as well as against
 
any Tax,
and any cost or expense, relating to such substitution;
(vi)
if
 
the
 
Substitute
 
Issuer
 
is
 
not
 
UBS
 
Group
 
AG,
 
FINMA
 
has
 
approved
 
such
substitution
 
(if such
 
approval is
 
then
 
required under
 
applicable Swiss
 
laws and
regulations),
 
and
 
the Current
 
Issuer
 
and
 
the Substitute
 
Issuer
 
have
 
obtained
 
all
other
 
necessary
 
governmental
 
and
 
other
 
approvals
 
and
 
consents
 
for
 
such
substitution
 
and
 
for
 
the
 
performance
 
by
 
the
 
Substitute
 
Issuer
 
of
 
its
 
obligations
under the Substitution Documents;
(vii)
if
 
the
 
Substitute
 
Issuer
 
is
 
not
 
organised
 
under
 
the
 
laws
 
of
 
Switzerland,
 
the
Substitute
 
Issuer
 
has
 
appointed
 
a
 
process
 
agent
 
as
 
its
 
agent
 
in
 
Switzerland
 
to
receive
 
service
 
of
 
process
 
on
 
its
 
behalf
 
in
 
relation
 
to
 
any
 
legal
 
proceedings
arising out of or in connection with the Notes;
(viii)
such substitution does not give rise to a Tax
 
Event or a Regulatory Event; and
(ix)
the
 
Substitute
 
Issuer
 
has
 
appointed
 
a
 
Paying
 
Agent
 
in
 
Switzerland
 
that
 
is
 
a
participant in the Intermediary.
(b)
Upon
 
any
 
substitution
 
pursuant
 
to
 
clause (a)
 
of
 
this
 
Condition 15,
 
(i) the
 
Substitute
Issuer will succeed to, and be substituted
 
for, and may exercise every
 
right and power of,
the
 
Current
 
Issuer
 
under
 
the
 
Notes
 
with
 
the
 
same
 
effect
 
as
 
if
 
the
 
Substitute
 
Issuer
 
had
been named
 
as Issuer
 
in these
 
Terms
 
and Conditions,
 
and (ii) the
 
Current Issuer
 
will be
released from its obligations under the Notes.
(c)
After
 
giving
 
effect
 
to
 
any
 
substitution
 
pursuant
 
to
 
clause (a)
 
of
 
this
 
Condition 15,
(i) references
 
to
 
the
 
"Issuer"
 
in
 
the
 
Notes
 
and
 
these
 
Terms
 
and
 
Conditions
 
will
 
be
references
 
to
 
the
 
Substitute
 
Issuer,
 
and
 
(ii) references
 
to
 
the
 
"Tax
 
Jurisdiction"
 
in
 
the
Notes
 
and
 
these
 
Terms
 
and
 
Conditions
 
will
 
be
 
read
 
and
 
construed
 
as
 
including
 
the
jurisdiction of
 
establishment of
 
the Substitute
 
Issuer and,
 
if different,
 
the jurisdiction
 
in
44
which the Substitute Issuer
 
is resident for tax purposes instead
 
of or in addition to (as the
case
 
may
 
be)
 
references
 
to
 
the
 
jurisdiction
 
of
 
establishment
 
of
 
the
 
Issuer
 
and
Switzerland.
16.
RESERVED
17.
FURTHER ISSUES
The
 
Issuer
 
may
 
from
 
time
 
to
 
time
 
without
 
the
 
consent
 
of
 
the
 
Holders
 
issue
 
further
 
notes
 
and,
provided
 
that such notes have the
 
same terms and conditions
 
as the Notes in all
 
respects (or in all
respects
 
except
 
for
 
the
 
issue
 
date
 
and/or
 
the
 
first
 
date
 
on
 
which
 
interest
 
is
 
paid),
 
such
 
further
notes will
 
be consolidated
 
and form
 
a single
 
series with
 
the Notes.
 
If the
 
Issuer issues
 
any such
further notes
 
pursuant to
 
this Condition 17,
 
references in
 
these Terms
 
and Conditions
 
to "Notes"
include such further notes, unless the context otherwise requires.
18.
CURRENCY INDEMNITY
Any
 
amount
 
received
 
or
 
recovered
 
by
 
any
 
Holder
 
in
 
a
 
currency
 
other
 
than
 
SGD
 
(whether
 
as
 
a
result
 
of,
 
or
 
of
 
the
 
enforcement
 
of,
 
a
 
judgment
 
or
 
order
 
of
 
a
 
court
 
of
 
any
 
jurisdiction,
 
in
 
the
insolvency,
 
winding-up
 
or
 
dissolution
 
of
 
the
 
Issuer
 
or
 
otherwise)
 
under
 
the
 
Notes
 
will
 
only
constitute a discharge
 
of the Issuer to the extent
 
of the amount in SGD that
 
such Holder is able to
purchase
 
with
 
the
 
amount
 
so
 
received
 
or
 
recovered
 
in
 
such
 
other
 
currency
 
on
 
the
 
date
 
of
 
such
receipt or
 
recovery (or,
 
if it
 
is not
 
practicable to
 
purchase SGD
 
with such
 
amount on
 
such date,
on
 
the first
 
date
 
on which
 
it is
 
practicable
 
to do
 
so). If
 
the amount
 
of SGD
 
that such
 
Holder
 
is
able to
 
purchase is
 
less than
 
the amount
 
owed by
 
the Issuer
 
to such
 
Holder under
 
the Notes,
 
the
Issuer
 
shall
 
indemnify
 
such Holder
 
against
 
any
 
loss sustained
 
by
 
it
 
as
 
a
 
result.
 
In
 
addition,
 
the
Issuer shall
 
indemnify
 
such Holder
 
for
 
the costs
 
of making
 
such purchase.
 
For purposes
 
of this
Condition 18, it
 
is sufficient
 
for the relevant
 
Holder to
 
demonstrate that
 
it would have
 
suffered a
loss
 
had
 
an
 
actual
 
purchase
 
been
 
made.
 
The
 
indemnities
 
under
 
this
 
Condition 18
 
will
(a) constitute a separate and
 
independent obligation from the Issuer's
 
other obligations hereunder,
(b) give
 
rise
 
to
 
a
 
separate
 
and
 
independent
 
cause
 
of
 
action,
 
(c) apply
 
irrespective
 
of
 
any
indulgence
 
granted
 
by
 
any
 
Holder
 
and
 
(d) continue
 
in
 
full
 
force
 
and
 
effect
 
despite
 
any
 
other
judgment, order,
 
claim or
 
proof for
 
a liquidated
 
amount in
 
respect of
 
any amount
 
due under
 
the
Notes or any other judgment or order.
19.
RESERVED
20.
NO SET-OFF
 
BY HOLDERS
Subject
 
to
 
applicable
 
law,
 
each
 
Holder,
 
by
 
acceptance
 
of
 
any
 
direct
 
or
 
beneficial
 
interest
 
in
 
a
Note, agrees
 
that it
 
will not,
 
and waives
 
its right
 
to, exercise,
 
claim or
 
plead any
 
right of
 
set-off,
compensation
 
or retention
 
with respect
 
to any
 
amount owed
 
to it
 
by the
 
Issuer in
 
respect of,
 
or
arising in connection with, the Notes.
21.
GOVERNING LAW
 
AND JURISDICTION
(a)
The
 
Notes
 
and
 
all
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
the
Notes are governed by and construed in accordance with the laws of Switzerland.
(b)
The courts of the
 
Canton of Zurich (venue
 
being the City of Zurich)
 
shall have exclusive
jurisdiction to
 
settle any
 
disputes that
 
may arise
 
out of
 
or in
 
connection with
 
the Notes,
including any non-contractual obligation arising out of or in connection
 
with the Notes.