Please wait
exhibit423p1i0
High-trigger loss-absorbing additional tier 1 capital
 
instrument
Exhibit 4.23
Issuer
UBS Group AG
ISIN
US225401BJ63 (144A) / USH42097FB81 (Reg S)
 
Issue Date
10.02.2025
Currency
USD
Nominal (million)
1,500
Interest Rate
7.125%
1
Maturity Date
perpetual
Call Dates
any time during the six-month period from (and
including) 10 August 2034 to (and including) 10
February 2035 or on any Reset Date thereafter
1
Rate subject to change after first reset date.
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
"
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
 
Condition 5(c)
 
(
Interest
 
–
 
Benchmark
 
replacement
),
 
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
).
"
Agent
 
Insolvency
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (c)(ii)
 
of
Condition 9 (
Payments; Agents
).
"
Agents
" means
 
the Fiscal
 
Agent, the
 
Registrar,
 
the Calculation
 
Agent, the
 
Swiss Paying
 
Agent
and
 
any
 
other
 
agent
 
from
 
time
 
to
 
time
 
appointed
 
pursuant
 
to
 
the
 
terms
 
of
 
the
 
Fiscal
 
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
 
MMSR
 
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, New York
 
City 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 Fiscal Agency Agreement.
"
Calculation Amount
" means USD 1,000.
"
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.
"
Certificate
" means a Global Certificate and/or a Definitive Certificate, as the case may be.
"
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
3
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.
"
Clearstream, Luxembourg
" means Clearstream Banking S.A.
"Code"
has the meaning assigned to such term in subclause (c)(iii) of Condition
 
10 (
Taxation
).
"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
 
USD 29.06,
 
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
exhibit423p5i0
4
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 "
Calculation Period
"), the number of
days in the Calculation Period divided by 360 calculated on a formula basis as follows
 
:
where:
"
Y
1
" is the year,
 
expressed as a number,
 
in which the first day of
 
the Calculation Period
falls;
"
Y
2
" is the year, expressed as a number,
 
in which the day immediately following the last
day included in the Calculation Period falls;
5
"
M
1
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
first
 
day
 
of
 
the
Calculation Period falls;
"
M
2
" is the calendar month,
 
expressed as number, in
 
which the day immediately
following the last day included in the Calculation Period falls;
"
D
1
" is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the Calculation
 
Period, unless
such number would be 31, in which case D
1
will be 30; and
"
D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
 
last
 
day
included
 
in the
 
Calculation
 
Period, unless
 
such
 
number
 
would
 
be 31
 
and
 
D
1
is greater
than 29, in which case D
2
will be 30.
"
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.
"
Definitive Certificate
" has the meaning assigned
 
to such term in subclause (i)
 
of Condition 2(c)
(
Amount, Denomination and Form – Definitive Certificates
).
"
Depositary
"
 
means
 
DTC
 
or
 
any
 
other
 
Relevant
 
Clearing
 
System
 
outside
 
of
 
Switzerland
designated
 
as
 
Depositary
 
by
 
the
 
Issuer;
provided
,
however
,
 
that,
 
irrespective
 
of
 
the
 
number
 
of
Regulation S
 
Global
 
Certificates
 
and/or
 
Rule 144A
 
Global
 
Certificates,
 
as
 
the
 
case
 
may
 
be,
outstanding, there will be no more than one Depositary for the Notes at any 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
must
 
be
 
contributed
 
to
 
legal
 
reserves
 
under
 
applicable
 
law,
 
all
 
in
 
UBS
 
Group
 
AG's
 
reporting
currency and as appearing in the Relevant Accounts.
"
Distribution Compliance Period
" means the 40-day period commencing on (and including) the
later
 
of
 
(i) the
 
day
 
on
 
which
 
the
 
Notes
 
are
 
first
 
offered
 
to
 
Persons
 
other
 
than
 
distributors
 
(as
defined in Regulation S
 
under the US Securities Act),
 
and (ii) the day on
 
which the closing of the
offering of the Notes occurs.
"
DTC
" means The Depository Trust Company.
"
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
).
"
Euroclear
" means Euroclear Bank SA/NV.
"
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
).
6
"
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
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.
"
Final Cancellation Date
" means the date specified in the Trigger Event Notice
 
or a Viability
Event Notice, as applicable, as being the date on which any Notes in relation to
 
which no valid
Settlement Shares Settlement Notice has been received by the Settlement
 
Share Depository (or its
designated agent(s)) on or before the Settlement Notice Cut-off
 
Date shall be cancelled, which
date is expected to be no more than 12 Business Days following the Settlement
 
Notice Cut-off
Date.
"
FINMA
" means
 
the Swiss
 
Financial
 
Market Supervisory
 
Authority
 
FINMA and
 
any successor
thereto.
"
First Call Date
" means 10 August 2034.
7
"
First Reset Date
" means 10 February 2035.
"
Fiscal
 
Agency
 
Agreement
" means
 
the fiscal
 
agency
 
agreement dated
 
as of
 
10 February
 
2021,
among the Issuer,
 
the Fiscal Agent, the
 
Registrar, the
 
Calculation Agent, the Swiss
 
Paying Agent
and the
 
other Agents
 
from time
 
to time
 
party thereto,
 
as amended
 
by Amendment
 
No. 1
 
thereto
dated as of 2
 
January 2025, and as
 
may be further amended,
 
supplemented or otherwise
 
modified
from time to time.
"
Fiscal
 
Agent
"
 
means
 
Deutsche
 
Bank
 
Trust
 
Company
 
Americas,
 
in
 
its
 
capacity
 
as fiscal
 
agent
for the Notes, and
 
includes any successor fiscal
 
agent for the Notes
 
appointed in accordance
 
with
the terms of the Fiscal Agency Agreement.
"
Fixed Interest Rate
" means 7.125 per cent. per annum.
"
Former
 
Residence
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (a)(v)
 
of Condition 15
(
Issuer Substitution
).
"
Global
 
Certificate
"
 
means
 
a
 
Regulation
 
S
 
Global
 
Certificate
 
and/or
 
Rule
 
144A
 
Global
Certificate, as the case may be.
"
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
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
8
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 in
 
whose name the Certificate representing
such
 
Note
 
is
 
registered
 
in
 
the
 
Register.
 
For
 
the
 
avoidance
 
of
 
doubt,
 
with
 
respect
 
to
 
Notes
represented
 
by
 
a
 
Global
 
Certificate,
 
no
 
Indirect
 
Holder
 
or
 
other
 
Person
 
will
 
be
 
a
 
Holder
 
for
purposes
 
of
 
these
 
Terms
 
and
 
Conditions
 
or
 
such
 
Notes
 
or
 
have
 
any
 
rights,
 
or
 
be
 
owed
 
any
obligations by the Issuer, under such Notes.
"
IBA
" means ICE Benchmark Administration® Limited (or any successor
 
administrator of the
USD SOFR ICE Swap Rate® (or any successor label)).
"
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
).
"
Indirect
 
Holder
"
 
means,
 
with
 
respect
 
to
 
any
 
Note
 
represented
 
by
 
a
 
Global
 
Certificate,
 
any
Person
 
(other
 
than
 
the
 
Holder)
 
that
 
owns
 
a
 
beneficial
 
interest
 
in
 
such
 
Notes
 
through
 
a
 
bank,
broker
 
or
 
other
 
financial
 
institution
 
that
 
(i) participates
 
in
 
the
 
book-entry
 
system
 
of
 
DTC,
Euroclear,
 
Clearstream,
 
Luxembourg
 
and/or
 
any
 
other
 
clearing
 
system
 
(each,
 
a
 
"
Relevant
Clearing System
"), or
 
(ii) holds an
 
interest in
 
such Note
 
through a
 
participant in
 
the book-entry
system
 
of
 
any
 
Relevant
 
Clearing
 
System.
 
No
 
Indirect
 
Holder
 
will
 
have
 
any
 
rights,
 
or
 
be
 
owed
any obligations by the Issuer, under
 
the Notes.
"
Interest
 
Payment
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (ii)
 
of
Condition 5(a) (
Interest – Interest Payment Dates
).
9
"
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.
 
"
Issue Date
" means 10 February 2025.
"
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 3.179 per cent. per annum.
"
Mid Market Swap Rate
" means, in relation to any Reset
 
Interest Period:
(a)
the USD SOFR ICE Swap Rate on the Reset Determination Date in relation to
 
such Reset
Interest Period as it appears on the MMSR Page on such Reset Determination
 
Date; or
(b)
if such
 
USD SOFR
 
ICE Swap
 
Rate does
 
not appear
 
on the
 
MMSR Page
 
on such
 
Reset
Determination
 
Date,
 
the
 
Reset
 
Reference
 
Bank
 
Rate
 
in
 
relation
 
to
 
such
 
Reset
 
Interest
Period.
"
Mid
 
Market
 
Swap
 
Rate
 
Quotation
"
 
means,
 
in
 
relation
 
to
 
any
 
Reset
 
Interest
 
Period,
 
the
arithmetic mean of the bid
 
and offered rates for
 
the annual fixed leg (calculated
 
on an Actual/360
day count basis) of a fixed-for-floating USD interest rate swap transaction
 
that:
(a)
has
 
a
 
term
 
of
 
five
 
years
 
commencing
 
on
 
the
 
Reset
 
Date
 
on
 
which
 
such
 
Reset
 
Interest
Period commences; and
(b)
is in an amount that is
 
representative for a single transaction
 
in the relevant market at the
relevant time with an acknowledged dealer of good credit in the swap market;
 
and
(c)
has a floating leg
 
based on SOFR compounded
 
in arrear for 12 months
 
(calculated on an
Actual/360 day count basis).
"
MMSR
 
Page
"
 
means
 
Bloomberg
 
page
 
USISSO05
 
Index
 
(or
 
(i) such
 
other
 
page
 
as
 
may
 
replace
that page on
 
Bloomberg (or
 
on any successor
 
to Bloomberg),
 
or (ii) if there
 
is no such replacement
page on Bloomberg (or on
 
any successor to Bloomberg), such
 
other page on such other information
service,
 
in
 
the
 
case
 
of
 
each
 
of
 
clauses (i)
 
and
 
(ii),
 
on
 
which
 
the
 
USD
 
SOFR
 
ICE
 
Swap
 
Rate
 
is
displayed and as selected by the Issuer after consultation with the Calculation Agent).
"
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
).
10
"
New
 
York
 
Business
 
Day
"
 
means
 
a
 
day
 
(other
 
than
 
a
 
Saturday
 
or
 
a
 
Sunday)
 
on
 
which
commercial banks and foreign exchange markets settle payments generally
 
in New York
 
City.
"
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 USD 1,500,000,000
 
7.125 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
(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
 
subclause (c)(i)
 
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 New
York
 
City.
"
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;
11
(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.
"
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.
12
"
QIB
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
 
Condition 2(b)
 
(
Amount,
Denomination and Form – Global Certificates
).
"
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.
"
Record Date
" means,
 
with respect
 
to any
 
Scheduled Due
 
Date, the
 
last Relevant
 
Banking Day
immediately preceding such Scheduled Due Date.
"
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".
"
Register
" means the register that the Issuer will procure to
 
be kept by the Registrar in accordance
with the provisions of the Fiscal Agency Agreement.
"
Registrar
" means
 
Deutsche Bank
 
Trust
 
Company
 
Americas, in
 
its capacity
 
as registrar
 
for the
Notes, and includes
 
any successor registrar for
 
the Notes appointed
 
in accordance with
 
the Fiscal
Agency Agreement.
"
Regulation
 
S
 
Global
 
Certificate
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 2(b) (
Amount, Denomination and Form – Global Certificates
).
"
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 Banking Day
" means a day other than a Saturday or Sunday, on which banks are open
for business in the place of the Specified Office of the Registrar and the Fiscal Agent.
"
Relevant Clearing
 
System
" has the meaning
 
assigned to such term
 
in the definition of
 
the term
"Indirect Holder".
"
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
 
Fiscal 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 Fiscal 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
).
13
"
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 11:00 a.m. (New York
 
City 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
 
Reset
 
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
 
Mid Market Swap 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 Mid Market Swap Rate in relation to such Reset Interest Period.
"
Reset Reference
 
Bank Rate
" means,
 
in relation
 
to any Reset
 
Interest Period,
 
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
 
each
 
Reset
 
Reference
 
Bank
 
to
 
provide
 
it
 
with
 
such
Reset Reference Bank's Mid Market Swap Rate Quotation
 
in relation to such Reset Interest
Period as
 
at the
 
Relevant Time
 
on the
 
Reset Determination
 
Date in
 
relation to
 
such Reset
Interest Period; and
(b)
if at least
 
three such
 
Mid Market Swap
 
Rate Quotations are
 
provided, the Reset
 
Reference
Bank Rate will be
 
the arithmetic mean of the
 
Mid Market Swap Rate
 
Quotations provided,
eliminating the highest
 
Mid Market Swap
 
Rate Quotation (or,
 
in the event
 
of equality,
 
one
of
 
the
 
highest)
 
and
 
the
 
lowest
 
Mid
 
Market
 
Swap
 
Rate
 
Quotation
 
(or,
 
in
 
the
 
event
 
of
equality, one of the lowest);
 
or
(c)
if
 
only
 
two
 
such
 
Mid
 
Market
 
Swap
 
Rate
 
Quotations
 
are
 
provided,
 
the
 
Reset
 
Reference
Bank Rate will be
 
the arithmetic mean of the
 
Mid Market Swap Rate
 
Quotations provided;
or
(d)
if only
 
one such
 
Mid Market
 
Swap Rate
 
Quotation is
 
provided, the
 
Reset Reference
 
Bank
Rate will be the Mid Market Swap Rate Quotation provided; or
14
(e)
if no
 
such
 
Mid
 
Market
 
Swap
 
Rate
 
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 Reset Date,
 
the Mid
Market
 
Swap
 
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 Reset Date, 3.946 per cent. per annum.
"
Reset
 
Reference
 
Banks
" means
 
five major
 
banks in
 
the swap,
 
money,
 
securities or
 
other market
most closely connected with the
 
Mid Market Swap Rate, 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.
"
Rule 144A
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (i)
 
of Condition 2(b)
 
(
Amount,
Denomination and Form – Global Certificates
).
"
Rule
 
144A
 
Global
 
Certificate
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause (i)
 
of
Condition 2(b) (
Amount, Denomination and Form – Global Certificates
).
"
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 Date
" means:
(a)
with respect to any Note in
 
relation to which a valid Settlement
 
Shares Settlement Notice
is received
 
by the
 
Settlement Share
 
Depository (or
 
any of
 
its agents
 
designated for
 
such
purpose
 
in
 
the
 
Trigger
 
Event
 
Notice
 
or
 
Viability
 
Event
 
Notice,
 
as
 
applicable)
 
on
 
or
before the Settlement Notice Cut-off Date,
(i)
if
 
the
 
Trigger
 
Event
 
Notice
 
specified
 
that
 
the
 
Issuer
 
will
 
not
 
appoint
 
a
Settlement
 
Shares
 
Offer
 
Agent
 
to
 
conduct
 
a
 
Settlement
 
Shares
 
Offer
 
or
 
if
 
the
Issuer gave a Viability
 
Event Notice, the date that is two
 
Business Days after the
date
 
on
 
which
 
the
 
relevant
 
Settlement
 
Shares
 
Settlement
 
Notice
 
has
 
been
 
so
received by the Settlement Share Depository (or such agent); or
(ii)
if
 
the
 
Trigger
 
Event
 
Notice
 
specified
 
that
 
the
 
Issuer
 
will
 
appoint
 
a
 
Settlement
Shares
 
Offer
 
Agent
 
to
 
conduct
 
a
 
Settlement
 
Shares
 
Offer,
 
the
 
date
 
that
 
is
 
two
Business
 
Days
 
after
 
the
 
later
 
of
 
(x) the
 
date
 
on
 
which
 
the
 
Offer
 
Settlement
Period expires or is terminated
 
and (y) the date on which
 
the relevant Settlement
Shares
 
Settlement
 
Notice
 
has
 
been
 
so
 
received
 
by
 
the
 
Settlement
 
Share
Depository (or such agent); and
15
(b)
with respect to any Note in
 
relation to which a valid Settlement
 
Shares Settlement Notice
is not
 
received
 
by
 
the Settlement
 
Share
 
Depository
 
(or
 
any of
 
its agents
 
designated
 
for
such purpose
 
in the Trigger
 
Event Notice or
 
Viability
 
Event Notice, as
 
applicable) on
 
or
before
 
the
 
Settlement
 
Notice
 
Cut-off
 
Date,
 
the
 
date
 
on
 
which
 
the
 
Settlement
 
Share
Depository delivers
 
the relevant
 
Ordinary Shares
 
and/or cash
 
proceeds of
 
the Settlement
Shares
 
Offer,
 
as
 
applicable,
 
to
 
which
 
the
 
Holder
 
of
 
such
 
Note
 
is
 
entitled
 
pursuant
 
to
Condition 8 (
Conversion
) to such Holder.
"
Settlement Notice
 
Cut-off Date
" means
 
the date
 
specified as
 
such in
 
the Trigger
 
Event Notice
or Viability
 
Event Notice,
 
as applicable,
 
which date
 
shall be at
 
least 20 Business
 
Days following
the applicable Suspension Date.
"
Settlement
 
Share
 
Depository
"
 
means
 
a
 
reputable
 
independent
 
financial
 
institution,
 
clearing
institution, trust
 
company or
 
similar entity,
 
to be
 
appointed by
 
the Issuer
 
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
 
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.
"
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
).
"
Settlement Shares Settlement Notice
" has the meaning given to it in Condition 8(j)
(
Conversion – Delivery of Ordinary Shares
 
and cash proceeds received
 
from a Settlement Shares
Offer
).
"
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.
"
SOFR
" means the
 
daily Secured Overnight
 
Financing Rate
 
provided by the
 
Federal Reserve
 
Bank
of New York,
 
as the administrator of such rate (or any successor administrator of such rate).
"
Specified
 
Office
" means
 
(i) in
 
the case
 
of Deutsche
 
Bank Trust
 
Company
 
Americas,
 
as Fiscal
Agent,
 
Paying
 
Agent
 
and
 
Registrar,
 
Trust
 
and
 
Agency
 
Services,
 
1
 
Columbus
 
Circle,
 
4th
 
Floor,
Mail Stop: NYC01-0417,
 
New York,
 
NY 10019, USA,
 
Attn: Corporates Team,
 
UBS Group AG,
(ii) in
 
the
 
case
 
of
 
UBS
 
AG,
 
as
 
Swiss
 
Paying
 
Agent,
 
Calculation
 
Agent
 
and
 
Settlement
 
Agent,
Bahnhofstrasse 45,
 
8001 Zurich,
 
Switzerland, (iii) in
 
the case
 
of any
 
other Agent,
 
such office
 
as
is
 
notified
 
by
 
the
 
Issuer
 
to
 
the
 
Holders
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
)
 
as
 
soon
 
as
practicable
 
after
 
the
 
appointment
 
of
 
such
 
Agent,
 
and
 
(iv) in
 
the
 
case
 
of
 
the
 
Settlement
 
Share
Depository,
 
the office
 
designated as such
 
in the relevant
 
Trigger Event
 
Notice or Viability
 
Event
Notice,
 
as
 
the
 
case
 
may
 
be,
 
or,
 
in
 
the
 
case
 
of
 
each
 
of
 
clauses (i),
 
(ii),
 
(iii)
 
and
 
(iv),
 
such
 
other
office as
 
the relevant
 
Agent or
 
Settlement Share
 
Depository may
 
designate from
 
time to
 
time by
providing notice to the Issuer and the Holders in accordance with Condition
 
14 (
Notices
).
"
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 (
Meetings of Holders; Substitution and Amendment
).
"
Suspension
 
Date
"
 
means
 
the
 
date
 
specified
 
in
 
the
 
Trigger
 
Event
 
Notice
 
or
 
Viability
 
Event
Notice,
 
as
 
applicable,
 
as
 
the date
 
on
 
which
 
the
 
Depositary
 
is
 
expected
 
to
 
suspend
 
all
 
clearance
and
 
settlement
 
of
 
transactions
 
in
 
the
 
Notes
 
in
 
accordance
 
with
 
its
 
rules
 
and
 
procedures,
 
which
date is expected to be, if such Trigger Event Notice
 
specifies that the Issuer will appoint
 
16
a
 
Settlement
 
Shares
 
Offer
 
Agent
 
to
 
conduct
 
a
 
Settlement
 
Shares
 
Offer,
 
as
 
proximate
 
to
 
the
expiration
 
or
 
termination
 
of
 
the
 
Offer
 
Settlement
 
Period
 
as
 
is
 
reasonably
 
practicable
 
in
accordance with the rules and procedures of the Depositary;
provided
,
however
, that, for purposes
of Condition 8(j)
 
(
Conversion –
 
Delivery of Ordinary
 
Shares and
 
cash proceeds
 
received from
 
a
Settlement
 
Shares
 
Offer
)
 
only,
 
if
 
the
 
date
 
on
 
which
 
the
 
Depositary
 
actually
 
suspends
 
such
clearance
 
and
 
settlement
 
is
 
different
 
from
 
the
 
date
 
specified
 
in
 
the
 
Trigger
 
Event
 
Notice
 
or
Viability
 
Event
 
Notice,
 
as applicable,
 
then
 
"Suspension
 
Date"
 
will mean
 
the
 
date
 
on
 
which
 
the
Depositary actually suspends such clearance and settlement.
"
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 Paying
 
Agent
" has
 
the meaning
 
assigned to
 
such term
 
in subclause (c)(i)
 
of Condition 9
(
Payments; Agents
).
"
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
).
17
"
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.
"
US Exchange
 
Act
" means the
 
US Securities Exchange
 
Act of 1934,
 
as amended and
 
as may be
further amended from time to time.
"
US Investment
 
Company
 
Act
" means
 
the US
 
Investment Company
 
Act of
 
1940, as
 
amended
and as may be further amended from time to time.
"
US
 
Securities
 
Act
"
 
means
 
the
 
US
 
Securities
 
Act
 
of
 
1933,
 
as
 
amended
 
and
 
as
 
may
 
be further
amended from time to time.
"
US Transfer
 
Agent
" means
 
Computershare Trust
 
Company,
 
N.A., in
 
its capacity
 
as US
 
transfer
agent
 
for
 
the
 
Ordinary
 
Shares,
 
and
 
includes
 
any
 
successor
 
US
 
transfer
 
agent
 
for
 
the
 
Ordinary
Shares that may be appointed by UBS Group AG from time to time.
"
USD
" means United States dollars.
"
USD
 
SOFR
 
ICE
 
Swap
 
Rate
"
 
means,
 
on
 
any
 
Reset
 
Determination
 
Date,
 
the
 
USD
 
SOFR
 
ICE
Swap Rate® (or any successor label for such
 
rate applied by IBA) published by IBA that
 
represents
the
 
annual
 
mid
 
rate
 
as
 
of
 
the
 
Relevant
 
Time
 
on
 
such
 
Reset
 
Determination
 
Date
 
for
 
USD
 
swap
transactions with
 
a term
 
of five
 
years and
 
a floating
 
leg based
 
on SOFR
 
compounded in
 
arrear for
12 months.
"
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
 
.
18
2.
AMOUNT, DENOMINATION
 
AND FORM
(a)
Amount and denomination
The
 
initial
 
aggregate
 
principal
 
amount
 
of
 
the
 
Notes
 
will
 
be
 
USD 1,500,000,000.
 
The
Notes will be issued to Holders
 
in minimum denominations of USD 200,000
 
and integral
multiples of USD 1,000 in excess
 
thereof. The Notes may be held
 
and transferred only in
minimum denominations of
 
USD 200,000 and integral
 
multiples of USD 1,000
 
in excess
thereof.
(b)
Global Certificates
(i)
Notes
 
that
 
are
 
initially
 
sold
 
in
 
the
 
United
 
States
 
to
 
"qualified
 
institutional
buyers"
 
(each,
 
a
 
"
QIB
")
 
within
 
the
 
meaning
 
of
 
Rule
 
144A
 
under
 
the
 
US
Securities Act ("
Rule
144A
") are initially represented by one or more permanent
registered global certificates
 
(each, a "
Rule 144A
 
Global Certificate
"), without
interest
 
coupons,
 
deposited
 
with
 
the
 
Fiscal
 
Agent
 
as
 
custodian
 
for,
 
and
registered
 
in
 
the
 
name
 
of
 
Cede
 
&
 
Co.
 
as
 
nominee
 
for,
 
DTC.
 
Notes
 
that
 
are
initially sold
 
in an "offshore
 
transaction" within
 
the meaning
 
of Regulation
 
S of
the
 
US
 
Securities
 
Act
 
are
 
initially
 
represented
 
by
 
one
 
or
 
more
 
permanent
registered
 
global
 
certificates
 
(each,
 
a
 
"
Regulation
 
S
 
Global
 
Certificate
"),
without interest
 
coupons, deposited
 
with the
 
Fiscal Agent
 
as custodian
 
for,
 
and
registered in
 
the name
 
of Cede
 
& Co.
 
as nominee
 
for, DTC,
provided
 
that upon
such
 
Regulation
 
S
 
Global
 
Certificate's
 
deposit,
 
all
 
beneficial
 
interests
 
in
 
the
Notes
 
represented
 
thereby
 
are
 
maintained
 
at
 
or
 
through
 
Euroclear
 
and/or
Clearstream,
 
Luxembourg
 
until
 
expiration
 
of
 
the
 
Distribution
 
Compliance
Period. The
 
form of Regulation
 
S Global Certificate
 
and the form
 
of Rule 144A
Global
 
Certificate
 
are
 
set
 
out
 
in
 
the
 
Fiscal
 
Agency
 
Agreement,
 
which
 
will
 
be
made
 
available
 
by the
 
Registrar
 
to
 
any
 
Holder
 
or Indirect
 
Holder
 
upon
 
written
request.
(ii)
The aggregate
 
principal amount
 
of the
 
Notes represented
 
by each
 
of the
 
Global
Certificates
 
may
 
from
 
time
 
to
 
time
 
be
 
increased
 
or
 
decreased
 
by
 
adjustments
made on
 
the records
 
of the Registrar.
 
Each Global
 
Certificate shall
 
have affixed
a
 
schedule
 
for
 
the
 
purpose
 
of
 
recording
 
adjustments
 
in
 
the
 
aggregate
 
principal
amount thereof;
provided
,
however
, that,
 
in the
 
event of
 
a discrepancy
 
between
the principal
 
amounts recorded
 
on such
 
schedule and
 
the amounts
 
listed on
 
the
records
 
of
 
the
 
Registrar,
 
the
 
principal
 
amounts
 
listed
 
on
 
the
 
records
 
of
 
the
Registrar will
 
control. Any
 
beneficial interest
 
of an
 
Indirect Holder
 
in any
 
Note
represented by
 
one of the
 
Global Certificates that
 
is transferred
 
to a Person
 
who
takes
 
delivery
 
in
 
the
 
form
 
of
 
a
 
beneficial
 
interest
 
in
 
such
 
Note
 
represented
 
by
another Global Certificate
 
will, upon transfer,
 
cease to be a
 
beneficial interest in
such first Global
 
Certificate and become
 
a beneficial interest
 
in the other
 
Global
Certificate and,
 
accordingly, will
 
thereafter be subject
 
to all transfer
 
restrictions,
if
 
any,
 
and
 
other
 
procedures
 
applicable
 
to
 
beneficial
 
interests
 
in
 
such
 
other
Global Certificate for as long as it retains such an interest.
(iii)
So
 
long
 
as
 
the
 
Notes
 
are
 
represented
 
by
 
one
 
or
 
more
 
Global
 
Certificates
deposited
 
with, or
 
with a
 
custodian for,
 
the Depositary,
 
the Holder
 
of a
 
Global
Certificate
 
may
 
grant
 
proxies
 
and
 
otherwise
 
authorise
 
any
 
Person,
 
including,
without limitation,
 
participants of
 
a Relevant
 
Clearing System
 
and Persons
 
that
may hold
 
interests through
 
such participants,
 
to take
 
any action
 
that the
 
Holder
is
 
entitled
 
to
 
take
 
under
 
these
 
Terms
 
and
 
Conditions
 
or
 
the
 
Notes
 
(including,
without limitation,
 
delivery of
 
a Settlement
 
Shares Settlement
 
Notice following
a
 
Trigger
 
Event
 
or
 
a
 
Viability
 
Event
 
in
 
accordance
 
with
 
Condition 8(j)
(
Conversion –
 
Delivery of
 
Ordinary
 
Shares
 
and cash
 
proceeds
 
received
 
from
 
a
Settlement
 
Shares
 
Offer
)),
 
and
 
nothing
 
in
 
these
 
Terms
 
and
 
Conditions
 
will
prevent
 
the Issuer
 
or the
 
Agents or
 
the Settlement
 
Share Depository
 
(if any)
 
or
any
 
of
 
their
 
respective
 
agents
 
from
 
giving
 
effect
 
to
 
any
 
such
 
proxies
 
or
 
other
authorisations furnished by the Holder of a Global Certificate for purposes of
 
19
this
 
subclause (b)(iii).
 
Although
 
the
 
Holders
 
are
 
the
 
only
 
Persons
 
entitled
 
to
participate
 
in,
 
and
 
vote
 
at,
 
any
 
meeting
 
of
 
Holders,
 
so
 
long
 
as
 
the
 
Notes
 
are
represented
 
by
 
one
 
or
 
more
 
Global
 
Certificates
 
deposited
 
with,
 
or
 
with
 
a
custodian for,
 
the Depositary,
 
the Holder of
 
a Global Certificate shall
 
(A) obtain
instructions
 
from
 
the
 
relevant
 
Indirect
 
Holders
 
in
 
respect
 
of
 
any
 
meeting
 
of
Holders,
 
(B) vote
 
at
 
such
 
meeting
 
in
 
respect
 
of
 
each
 
Note
 
represented
 
by
 
such
Global Certificate in
 
accordance with the
 
instructions received from
 
the relevant
Indirect Holder
 
and (C) abstain
 
from representing
 
any Note represented
 
by such
Global
 
Certificate
 
at
 
a
 
meeting
 
of
 
Holders
 
for
 
which
 
it
 
has
 
not
 
received
 
an
instruction
 
from
 
the
 
relevant
 
Indirect
 
Holder.
 
Only
 
the
 
Notes
 
represented
 
by
such
 
Global
 
Certificate
 
for
 
which
 
the
 
Holder
 
received
 
an
 
instruction
 
by
 
the
relevant Indirect
 
Holder to
 
take part
 
at a
 
meeting of
 
Holders will
 
be deemed
 
to
be present or represented at such meeting.
(c)
Definitive Certificates
(i)
Definitive
 
Notes
 
in
 
registered
 
form
 
(each,
 
a
 
"
Definitive
 
Certificate
")
 
shall
 
be
issued, and
 
a Global Certificate
 
will be exchanged,
 
in whole, but
 
not in part,
 
for
Definitive Certificates, if (and only if):
(A)
the Depositary
 
notifies the
 
Issuer that
 
it is
 
no longer
 
willing or
 
able to
discharge properly its responsibilities as depositary with respect to some
or
 
all
 
of
 
the
 
Global
 
Certificates,
 
or
 
ceases
 
to
 
be
 
a
 
"clearing
 
agency"
registered under the US Exchange Act; or
(B)
at
 
any
 
time
 
the
 
Depositary
 
is
 
no
 
longer
 
eligible
 
to
 
act
 
as
 
such,
 
or
 
the
Notes
cease
 
for
 
any
 
reason
 
to
 
be
 
eligible
 
for
 
clearing
 
through
 
the
Depositary,
 
and
 
the
 
Issuer
 
is
 
unable
 
to
 
locate
 
a
 
qualified
 
successor
within 90 days of receiving notice of such ineligibility
 
of the Depositary
or of the Notes, as the case may be, from or on behalf of
 
the Depositary;
or
(C)
issuance
 
of
 
the
 
Definitive
 
Certificates
 
is
 
required
 
by
 
Swiss
 
or
 
other
applicable
 
laws
 
or
 
regulations
 
in
 
connection
 
with
 
the
 
enforcement
 
of
rights under the Notes; or
(D)
the Issuer provides its consent.
(ii)
If a
 
Global Certificate
 
is to
 
be exchanged
 
for Definitive
 
Certificates pursuant
 
to
subclause (i) above,
 
the Issuer
 
will procure
 
the prompt
 
delivery (free
 
of charge)
of
 
Definitive
 
Certificates
 
to
 
the
 
Fiscal
 
Agent,
 
duly
 
executed
 
without
 
interest
coupons, registered
 
in the names
 
of the relevant
 
Indirect Holders,
 
addresses and
denominations provided
 
in a written
 
notice to
 
be given by
 
the Depositary
 
or the
Issuer
 
to
 
the
 
Fiscal
 
Agent
 
(which
 
notice
 
shall
 
be
 
given
 
subject
 
to
 
the
Depositary's
 
procedures
 
and
 
also
 
specify
 
the
 
taxpayer
 
identification
 
number,
 
if
any,
 
of
 
each
 
Person
 
in
 
whose
 
name
 
such
 
Definitive
 
Certificates
 
are
 
to
 
be
registered).
 
Upon
 
written
 
direction
 
of
 
the
 
Issuer,
 
the
 
Fiscal
 
Agent
 
will
 
deliver
such
 
Definitive
 
Certificates
 
to
 
the
 
Holders
 
thereof
 
no
 
later
 
than
 
five
 
Business
Days
 
after
 
receipt
 
by
 
the
 
Fiscal
 
Agent
 
of
 
the
 
written
 
notice
 
provided
 
by
 
the
Depositary
 
(or
 
the
 
Issuer,
 
as
 
applicable)
 
referred
 
to
 
above
 
(and
 
any
 
other
necessary
 
information
 
as
 
the
 
Fiscal
 
Agent
 
may
 
reasonably
 
request
 
from
 
the
Issuer at
 
such time).
 
The Fiscal
 
Agent
 
shall promptly
 
cancel and
 
deliver to
 
the
Issuer
 
the
 
surrendered
 
Global
 
Certificates.
 
The
 
form
 
of
 
Definitive
 
Certificate
that will be
 
issued in exchange
 
for a beneficial
 
interest in a
 
Note represented
 
by
a
 
Rule
 
144A
 
Global
 
Certificate
 
and
 
the form
 
of Definitive
 
Certificate
 
that
 
will
be
 
issued
 
in
 
exchange
 
for
 
a
 
beneficial
 
interest
 
in
 
a
 
Note
 
represented
 
by
 
a
Regulation
 
S
 
Global
 
Certificate
 
are
 
set
 
out
 
in
 
the
 
Fiscal
 
Agency
 
Agreement,
which will
 
be made
 
available by
 
the Registrar
 
to any
 
Holder or
 
Indirect Holder
upon written request
.
(iii)
If
 
Definitive
 
Certificates
 
have
 
been
 
issued
 
pursuant
 
to
 
this Condition
 
2(c),
 
any
Definitive Certificate that
 
is lost, stolen,
 
mutilated, defaced or
 
destroyed may be
replaced, subject to applicable laws and regulations, at the
 
Specified Office of the
20
Fiscal
 
Agent
 
upon
 
payment
 
by
 
the
 
claimant
 
of
 
the
 
fees,
 
costs
 
and
 
expenses
incurred by
 
the Fiscal Agent
 
and the Issuer
 
in connection therewith
 
and on such
terms as
 
to evidence,
 
security and
 
indemnity (which
 
may provide,
 
among other
things,
 
that
 
if
 
the
 
Definitive
 
Certificate
 
allegedly
 
or
 
actually
 
lost,
 
stole
 
or
destroyed is subsequently
 
presented for payment there
 
shall be paid to
 
the Issuer
on
 
demand
 
the
 
amount
 
payable
 
by
 
the
 
Issuer
 
in
 
respect
 
of
 
such
 
Definitive
Certificate
 
subsequently
 
presented)
 
as
 
the
 
Issuer
 
may
 
require.
 
Mutilated
 
or
defaced Definitive
 
Certificates must
 
be surrendered
 
before replacements
 
will be
issued.
3.
TRANSFER
(a)
General
(i)
Subject
 
to
 
clauses (b)
 
and
 
(c)
 
of
 
this
 
Condition 3,
 
title
 
to
 
Notes
 
will
 
pass
 
on
transfer
 
by
 
assignment
 
(
Zession
)
 
and
 
due
 
registration
 
in
 
the
 
Register.
 
All
transfers
 
of
 
Notes
 
and
 
entries
 
on
 
the
 
Register
 
will
 
be
 
made
 
subject
 
to
 
the
provisions
 
concerning
 
transfers
 
of
 
Notes
 
set
 
forth
 
in
 
the
 
Fiscal
 
Agency
Agreement,
 
which
 
will
 
be
 
made
 
available
 
by
 
the
 
Registrar
 
to
 
any
 
Holder
 
or
Indirect Holder upon written request.
(ii)
Transfers
 
of
 
Notes,
 
or
 
of
 
beneficial
 
interests
 
in
 
Notes
 
represented
 
by
 
Global
Certificates, may be
 
made only in
 
accordance with the
 
legend set forth
 
upon the
face
 
of
 
the
 
applicable
 
Global
 
Certificate
 
or
 
Definitive
 
Certificate,
 
and
 
the
Registrar will
 
not be
 
required
 
to accept
 
for
 
registration
 
of transfer
 
any
 
Note or
beneficial interests in
 
Notes except upon presentation
 
of evidence satisfactory to
the
 
Fiscal
 
Agent
 
and
 
the
 
Registrar
 
that
 
such
 
transfer
 
is
 
being
 
made
 
in
compliance with such legend.
(iii)
Transfers
 
of
 
Notes
 
and
 
the
 
issue
 
of
 
new
 
Global
 
Certificates
 
or
 
Definitive
Certificates, as
 
the case
 
may be,
 
on transfer
 
will be
 
effected
 
without charge
 
by
or on behalf
 
of the Issuer or
 
the Registrar,
 
but upon payment
 
of any tax
 
or other
governmental
 
charges
 
that
 
may
 
be
 
imposed
 
in
 
relation
 
to
 
the
 
transfer
 
(or
 
the
giving
 
of
 
such
 
indemnity
 
as the
 
Fiscal Agent
 
or
 
the
 
Registrar
 
may
 
require)
 
by
the Holder.
(iv)
No Holder may require the transfer
 
of a Note to be registered (x) if the
 
Notes are
to be
 
redeemed pursuant
 
to Condition 6
 
(
Redemption and
 
Purchase
), during
 
the
period
 
of
 
15 days
 
ending
 
on
 
(and
 
including)
 
the
 
relevant
 
Redemption
 
Date,
 
or
(y) during the
 
period of
 
15 days ending
 
on (and
 
including) the
 
Record Date
 
for
any Interest Payment Date
.
(v)
No
 
Person
 
(including
 
any
 
Indirect
 
Holder)
 
other
 
than
 
the
 
Holder(s)
 
will
 
have
any rights, or
 
be owed any
 
obligations by
 
the Issuer,
 
under the Notes.
 
Payments
of principal,
 
interest or
 
any other
 
amount in
 
respect of
 
Notes will
 
be made
 
only
to the
 
Person shown
 
on the
 
Register as
 
the registered
 
holder of
 
such Note
 
(i.e.,
the Holder) at close of business on the relevant Record Date.
(b)
Transfer of Notes represented
 
by a Global Certificate
(i)
Global Certificates may be transferred
 
only in whole, but not in part,
 
and only to
a Relevant Clearing System or any of their respective successors
 
or nominees, in
each case
 
located
 
outside of
 
Switzerland,
 
except
 
as provided
 
below.
 
Beneficial
interests of Indirect
 
Holders in Notes
 
represented by
 
Global Certificates may
 
be
transferred
 
only
 
in
 
accordance
 
with
 
the
 
rules
 
and
 
procedures
 
of
 
such
 
Relevant
Clearing
 
System,
 
the
 
provisions
 
of
 
the
 
Fiscal
 
Agency
 
Agreement
 
and
 
this
Condition 3(b).
(ii)
A beneficial
 
interest in
 
a Note
 
represented by
 
a Regulation
 
S Global
 
Certificate
may
 
be
 
transferred
 
to
 
a
 
Person
 
who
 
takes
 
delivery
 
in
 
the
 
form
 
of
 
a
 
beneficial
interest
 
in
 
a
 
Note
 
represented
 
by
 
a
 
Rule
 
144A
 
Global
 
Certificate
 
during
 
the
21
Distribution
 
Compliance
 
Period,
 
only
 
if
 
such
 
exchange
 
occurs
 
in
 
connection
with a transfer of beneficial
 
interests in the Notes pursuant to
 
Rule 144A and the
transferor first delivers
 
to the Fiscal Agent
 
and the Registrar a
 
written certificate
substantially in
 
the form
 
of a
 
certificate available
 
on request
 
from the
 
Registrar
to the
 
effect
 
that the
 
beneficial
 
interests
 
in the
 
Notes are
 
being
 
transferred
 
to a
Person
 
who
 
the
 
transferor
 
reasonably
 
believes
 
is
 
a
 
QIB
 
within
 
the
 
meaning
 
of
Rule
 
144A
 
under
 
the
 
US Securities
 
Act,
 
purchasing
 
the
 
beneficial
 
interests
 
in
the Notes
 
for its
 
own account
 
or the
 
account of
 
a QIB
 
in a
 
transaction meeting
the requirements
 
of Rule
 
144A and
 
in accordance
 
with all
 
applicable securities
laws of the states of the United States and other jurisdictions.
(iii)
A
 
beneficial
 
interest
 
in
 
a
 
Note
 
represented
 
by
 
a
 
Rule
 
144A
 
Global
 
Certificate
may
 
be
 
transferred
 
to
 
a
 
Person
 
who
 
takes
 
delivery
 
in
 
the
 
form
 
of
 
a
 
beneficial
interest
 
in
 
a
 
Note
 
represented
 
by
 
a
 
Regulation
 
S
 
Global
 
Certificate,
 
whether
before or
 
after the
 
expiration of
 
the Distribution
 
Compliance Period,
 
only if
 
the
transferor first delivers to
 
the Fiscal Agent
 
and the Registrar a
 
written certificate
substantially in the form of a certificate available
 
on request from the Registrar to
the
 
effect
 
that
 
the
 
transfer
 
is
 
being
 
conducted
 
in
 
compliance
 
with
 
Rule
 
903
 
or
Rule 904 of Regulation S under
 
the US Securities Act.
(iv)
Until the termination
 
of the Distribution
 
Compliance Period,
 
beneficial interests
in
 
any
 
Regulation
 
S
 
Global
 
Certificate
 
may
 
be
 
held
 
only
 
through
 
participants
acting
 
for
 
and
 
on
 
behalf
 
of
 
Euroclear
 
and/or
 
Clearstream,
 
Luxembourg,
provided
 
that
 
this
 
subclause (iv)
 
shall
 
not
 
prohibit
 
any
 
transfer
 
in
 
accordance
with subclause (ii) above.
(c)
Transfer of Notes represented
 
by a Definitive Certificate
(i)
If and
 
when Definitive
 
Certificates have
 
been issued
 
pursuant to
 
Condition 2(c)
(
Amount, Denomination
 
and Form –
 
Definitive Certificates
), one or
 
more Notes
may
 
be transferred
 
only in
 
accordance with
 
the legends
 
set forth
 
upon the
 
face
of
 
the
 
relevant
 
Definitive
 
Certificate
 
and
 
only
 
upon
 
the
 
surrender
 
(at
 
the
Specified Office
 
of the Registrar)
 
of the Definitive
 
Certificate representing
 
such
Notes
 
to
 
be
 
transferred,
 
together
 
with
 
the
 
form
 
of
 
transfer
 
attached
 
to
 
such
Definitive Certificate (or
 
another form of
 
transfer substantially in
 
the same form
and
 
containing
 
the
 
same
 
representations
 
and
 
certifications
 
(if
 
any),
 
unless
otherwise
 
agreed
 
by
 
the
 
Issuer),
 
duly
 
completed
 
and
 
executed
 
and
 
any
 
other
evidence
 
as the
 
Fiscal Agent
 
and
 
the Registrar
 
may
 
reasonably
 
require.
 
A new
Definitive Certificate shall be issued to the transferee
 
in respect of the Notes that
are the
 
subject of
 
the relevant
 
transfer and,
 
in the
 
case of
 
a transfer
 
of part
 
only
of a holding of Notes represented
 
by one Definitive Certificate, a
 
new Definitive
Certificate in
 
respect of
 
the balance
 
of the
 
Notes not
 
transferred shall
 
be issued
to the
 
transferor.
 
In the
 
case of
 
a transfer
 
of Notes
 
to a
 
Person who
 
is already
 
a
Holder,
 
a
 
new
 
Definitive
 
Certificate
 
representing
 
the
 
enlarged
 
holding
 
may
 
be
issued
 
but
 
only
 
against
 
surrender
 
of
 
the
 
Definitive
 
Certificate
 
representing
 
the
existing holding of such Person.
(ii)
Each
 
new
 
Definitive
 
Certificate
 
to
 
be
 
issued
 
pursuant
 
to
 
Condition 2(c)
(
Amount,
 
Denomination
 
and
 
Form
 
–
 
Definitive
 
Certificates
)
 
shall
 
be
 
available
for
 
delivery
 
within
 
three
 
Relevant
 
Banking
 
Days
 
of
 
receipt
 
of
 
the
 
form
 
of
transfer
 
and
 
surrender
 
of
 
the
 
relevant
 
Definitive
 
Certificate.
 
Delivery
 
of
 
new
Definitive Certificate(s) will be
 
made at the Specified
 
Office of the Fiscal
 
Agent
to
 
which
 
delivery
 
and
 
surrender
 
of
 
such
 
form
 
of
 
transfer
 
and
 
Definitive
Certificate or,
 
as the
 
case may
 
be, surrender
 
of such
 
Definitive Certificate,
 
will
have been
 
made or,
 
at the
 
option of
 
the relevant
 
Holder and
 
as specified
 
in the
relevant form of
 
transfer or otherwise
 
in writing, be
 
mailed by uninsured
 
post at
the risk
 
of the
 
Holder entitled
 
to the
 
new Definitive
 
Certificate to
 
such address
as
 
may
 
be
 
so
 
specified,
 
unless
 
such
 
Holder
 
requests
 
otherwise
 
and
 
pays
 
in
advance
 
to
 
the
 
Fiscal
 
Agent
 
the
 
costs
 
of
 
such
 
other
 
method
 
of
 
delivery
 
and/or
such insurance as it may specify.
22
(d)
Rule 144A
Each
 
Note that
 
is initially
 
sold in
 
the United
 
States to
 
a QIB
 
will not
 
be registered
 
under
the
 
US
 
Securities
 
Act,
 
or
 
with
 
any
 
securities
 
regulatory
 
authority
 
of
 
any
 
state
 
or
 
other
jurisdiction
 
of
 
the
 
United
 
States
 
and
 
may
 
not
 
be
 
sold,
 
pledged
 
or
 
otherwise
 
transferred,
except (i) in accordance
 
with Rule 144A to
 
a Person that the
 
Holder and any
 
Person acting
on its behalf
 
reasonably believe
 
is a QIB
 
that is acquiring
 
the Notes for
 
its own account or
for
 
the
 
account
 
of
 
one
 
or
 
more
 
QIBs,
 
(ii) in
 
an
 
offshore
 
transaction
 
in
 
accordance
 
with
Rule
 
903
 
or
 
904
 
of
 
Regulation
 
S
 
under
 
the
 
US
 
Securities
 
Act,
 
(iii) pursuant
 
to
 
an
exemption from registration
 
under Rule 144
 
under the US Securities
 
Act, or in
 
accordance
with another
 
exemption from,
 
or in
 
a transaction
 
not subject
 
to, registration
 
under the
 
US
Securities Act, if
 
available, or (iv) pursuant
 
to an effective
 
registration statement
 
under the
US Securities
 
Act, in
 
each case,
 
in accordance
 
with any
 
applicable securities
 
laws of
 
any
state of the United States.
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
23
 
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 Reset 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
 
10
 
February
 
and
 
10
August
 
of
 
each
 
year
 
(each,
 
an
 
"
Interest
 
Payment
 
Date
"),
 
commencing
 
on
 
10
August 2025.
(b)
Determination
 
of
 
the
 
Mid
 
Market
 
Swap
 
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 Mid
 
Market
Swap
 
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
"Mid
 
Market
 
Swap
 
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
 
the
 
regulatory
 
supervisor
 
for
 
the
 
administrator
 
of
 
the
Existing
 
Benchmark
 
Rate
 
announcing
 
that
 
the
 
Existing
 
Benchmark
 
Rate
 
is
 
no
 
longer
representative,
 
then
 
the
 
following
 
provisions
 
shall
 
apply
 
(subject
 
to
 
the
 
subsequent
operation of this Condition 5(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 Mid
 
Market Swap
 
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
 
Mid
 
Market
Swap 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
24
to
 
the
 
Affected
 
Reset
 
Interest
 
Period
 
in
 
accordance
 
with
 
subclause (iv)
 
below,
the Mid
 
Market Swap
 
Rate in
 
respect of
 
the Affected
 
Reset Interest
 
Period will
be equal
 
to the
 
Mid Market
 
Swap 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
Condition 5(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 Condition 5(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
 
MMSR
 
Page
"),
 
and
 
the
 
time
 
at
 
which
 
such
 
Alternative
Benchmark
 
Rate
 
appears
 
on,
 
or
 
is
 
obtained
 
from,
 
the
 
Alternative
MMSR 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
Mid
 
Market
 
Swap
 
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
 
"Mid
 
Market
Swap
 
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
 
"Mid
 
Market
 
Swap
 
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
 
MMSR
 
Page
 
and
 
the
 
Relevant
 
Time
 
in
 
these
 
Terms
and
 
Conditions
 
will
 
be
 
deemed
 
to
 
be
 
references
 
to
 
the
 
Alternative
MMSR Page and the Alternative Relevant Time,
 
respectively;
25
(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
Mid
 
Market
 
Swap
 
Rate
 
described
 
in
 
subclause (A)(3)
 
above),
 
the
Alternative
 
MMSR
 
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 Condition 5(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 Reset Date will be USD 35.625;
 
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).
26
(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
 
Fiscal
 
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:
27
(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
Fiscal 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.
28
(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,
 
at
 
any
 
time
 
during
 
the
 
period
 
from
 
(and
including)
 
the
 
First
 
Call
 
Date
 
to
 
(and
 
including)
 
the
 
First
 
Reset
 
Date
 
or
 
on
 
any
 
Reset
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.
29
(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
 
10 and not more
than 60 days'
 
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, (y) if any Definitive
 
Certificates have been issued,
 
the
method by which Notes
 
to be redeemed will be tendered,
 
and (z) 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
 
Fiscal 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 Relevant
Clearing System
 
prior to
 
the later
 
of (i) the
 
applicable Settlement
 
Date and
 
(ii) the Final
Cancellation Date.
 
Following the
 
issuance and
 
delivery of
 
the relevant
 
Ordinary Shares
30
to the
 
Settlement Share
 
Depository on
 
the Conversion
 
Date and
 
until the
 
later of
 
(i) the
applicable Settlement
 
Date and
 
(ii) the Final
 
Cancellation Date,
 
the Notes
 
will evidence
solely
 
the
 
Holder's
 
right
 
to
 
receive
 
Ordinary
 
Shares
 
and/or
 
cash
 
proceeds,
 
as
 
the
 
case
may be,
 
from the
 
Settlement Share
 
Depository or
 
the Settlement
 
Shares Offer
 
Agent (or
such other relevant recipient).
(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) of
 
this Condition
 
7(b), 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)
 
of
 
this
Condition 7(b), 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,
the
 
Suspension
 
Date,
 
the
 
details
 
of
 
the
 
Settlement
 
Share
 
Depository
(including
 
its
 
Specified
 
Office)
 
or,
 
if
 
the
 
Issuer
 
is
 
unable
 
to
 
appoint
 
a
Settlement
 
Share
 
Depository
 
prior
 
to
 
giving
 
of
 
such
 
notice,
 
the
 
other
arrangements
 
it
 
has
 
made
 
in
 
accordance
 
with
 
subclause (i)
 
of
Condition 8(h)
 
(
Conversion
 
–
 
Procedure
 
for
 
delivery
 
in
 
respect
 
of
 
a
Conversion
) for
 
the issuance
 
and delivery
 
of the
 
Ordinary Shares
 
to be
issued
 
and
 
delivered
 
upon
 
Conversion
 
to
 
the
 
Holders,
 
the
 
procedures
Holders must follow
 
to obtain delivery
 
of the Ordinary
 
Shares from the
Settlement
 
Share
 
Depository,
 
the
 
Settlement
 
Notice
 
Cut-Off
 
Date
 
and
the Final Cancellation Date).
31
(ii)
If a Trigger
 
Event Notice is required
 
to be given pursuant
 
to subclause (i) of
 
this
Condition 7(b),
 
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) of
this Condition 7(b)
 
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)
 
of
 
this
 
Condition 7(b)
 
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
32
(4)
specify the
 
details of
 
the arrangements
 
for the settlement
 
of the
Conversion
 
(including
 
the
 
Suspension
 
Date,
 
the
 
details
 
of
 
the
Settlement Share Depository (including
 
its Specified Office) or,
if the Issuer
 
is unable to
 
appoint a Settlement
 
Share Depository
prior
 
to
 
giving
 
of
 
such
 
notice,
 
the
 
other
 
arrangements
 
it
 
has
made
 
in
 
accordance
 
with
 
subclause (i)
 
of
 
Condition 8(h)
(
Conversion
 
–
 
Procedure
 
for
 
delivery
 
in
 
respect
 
of
 
a
Conversion
)
 
for
 
the
 
issuance
 
and
 
delivery
 
of
 
the
 
Ordinary
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
upon
 
Conversion
 
to
 
the
Holders, the
 
procedures Holders
 
must follow
 
to obtain
 
delivery
of
 
the
 
Ordinary
 
Shares
 
from
 
the
 
Settlement
 
Share
 
Depository,
the Settlement
 
Notice Cut-Off
 
Date and
 
the Final
 
Cancellation
Date); 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.
(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
33
 
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 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, as applicable,
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
exhibit423p35i0 exhibit423p35i0
34
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
 
5 February 2025,
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
exhibit423p36i1 exhibit423p36i0
35
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 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;
36
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
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,
37
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)
 
of
 
this
 
Condition 8(d)(i),
 
a
reduction to
 
the Conversion
 
Price should
 
be made
 
as a
 
result of
 
one or
more
 
events
 
or
 
circumstances
 
not
 
referred
 
to
 
in
 
this
 
Condition 8(d)(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) of this Condition 8(d):
(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
 
Condition 8(d)
 
is required
to
 
give
 
the
 
intended
 
result,
 
such
 
modification
 
will
 
be
 
made
 
to
 
the
operation of the adjustment
 
provisions set forth in this
 
Condition 8(d) as
may
 
be
 
determined
 
by
 
an
 
Independent
 
Adviser
 
to
 
be
 
in
 
its
 
opinion
38
 
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
 
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
 
Condition 8(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.
39
(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
 
Condition 8(e)
 
shall
(subject
 
to the
 
subsequent
 
operation of
 
this Condition
 
8(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.
exhibit423p41i0
40
"
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
 
USD
 
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
 
USD
 
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.
41
"
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.
 
If
 
the
 
Issuer
 
is
 
unable
 
to
appoint
 
a
 
Settlement
 
Share
 
Depository
 
on
 
or
 
prior
 
to
 
the
 
giving
 
of
 
the
 
Trigger
Event
 
Notice or
 
Viability
 
Event Notice,
 
as the
 
case may
 
be, it
 
shall make
 
such
other
 
arrangements
 
for
 
the
 
issuance
 
and
 
delivery
 
of
 
the
 
Ordinary
 
Shares
 
to
 
be
issued and
 
delivered
 
upon Conversion
 
to the
 
Holders as
 
it considers,
 
in its
 
sole
discretion, to be reasonable
 
in the circumstances, which
 
may include issuing and
delivering
 
such
 
Ordinary
 
Shares to
 
another
 
independent
 
nominee
 
to be
 
held
 
on
trust
 
for
 
the
 
Holders
 
or
 
issuing
 
and
 
delivering
 
such
 
Ordinary
 
Shares
 
to
 
the
Holders
 
directly,
 
which
 
issuance
 
and
 
delivery
 
shall
 
irrevocably
 
discharge
 
and
satisfy all
 
of the
 
Issuer's obligations
 
under the
 
Notes as
 
if the
 
relevant Ordinary
Shares had been
 
issued and delivered
 
to the Settlement
 
Share Depository and,
 
in
which
 
case,
 
where
 
the
 
context
 
so
 
admits,
 
references
 
in
 
these
 
Terms
 
and
Conditions to
 
the issue
 
and delivery
 
of Ordinary
 
Shares to
 
the Settlement
 
Share
Depository shall be construed accordingly and apply
mutatis mutandis
.
42
(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
 
Settlement
 
Date
 
to
 
the
 
Holders,
 
and
 
the
Settlement
 
Share
 
Depository
 
shall
 
procure
 
that
 
the
 
Ordinary
 
Shares
 
are
 
so
delivered to the Holders on the applicable Settlement 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
 
USD
 
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 USD
 
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 USD
 
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.
 
Notwithstanding
 
Condition 9
 
(
Payments;
 
Agents
),
 
any
 
cash
proceeds
 
that
 
the
 
Holders
 
are
 
entitled
 
to
 
receive
 
pursuant
 
to
 
this
 
subclause (iii)
shall be delivered to the Holders in accordance with clause (j) of this Condition
 
8.
43
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,
 
the
 
Settlement
 
Share
Depository
 
and
 
the
 
US
 
Transfer
 
Agent
 
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
 
the
 
delivery
 
of
 
any
 
Ordinary
 
Shares
 
to
 
the
 
relevant
recipient
 
in
 
accordance
 
with
 
the
 
instructions
 
given
 
in
 
the
 
relevant
 
Settlement
 
Shares
Settlement Notice.
 
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
 
the
 
delivery
 
of
 
the
 
Ordinary
 
Shares
 
to
 
the
 
relevant
recipient
 
in
 
accordance
 
with
 
the
 
instructions
 
given
 
in
 
the
 
relevant
 
Settlement
 
Shares
Settlement Notice,
 
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 and cash proceeds received from a Settlement Shares Offer
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).
 
The
 
Issuer
 
(or
 
another
 
party
 
so
 
authorised
 
by
 
the
 
Issuer)
 
shall
 
instruct
 
the
 
US
Transfer
 
Agent to
 
credit such
 
Ordinary
 
Shares to
 
a nominee
 
account in
 
the name
 
of the
Settlement
 
Share
 
Depository
 
to
 
be
 
held
 
on
 
behalf
 
of
 
the
 
Holders
 
on
 
the
 
applicable
Conversion
 
Date.
 
Receipt
 
by the
 
Settlement
 
Share
 
Depository
 
of
 
such
 
Ordinary
 
Shares
on the applicable Conversion
 
Date shall 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.
In order
 
to obtain
 
delivery from
 
the Settlement
 
Share Depository
 
of the
 
Ordinary Shares
and/or cash proceeds
 
received from a
 
Settlement Shares Offer,
 
in each case to
 
which it is
entitled
 
pursuant
 
to
 
this
 
Condition 8,
 
a
 
Holder
 
will
 
be
 
required
 
to
 
deliver
 
to
 
the
Settlement
 
Share
 
Depository
 
(or
 
any
 
of
 
its
 
agent
 
designated
 
for
 
such
 
purpose
 
in
 
the
Trigger
 
Event
 
Notice
 
or
 
Viability
 
Event
 
Notice,
 
as
 
applicable)
 
an
 
executed
 
settlement
shares settlement notice substantially in the form that may
 
be obtained from the Specified
Office
 
of
 
the
 
Settlement
 
Agent
 
(a
 
"
Settlement
 
Shares
 
Settlement
 
Notice
")
 
and
 
the
relevant Certificate representing
 
the relevant Note to
 
the Settlement Share Depository
 
(or
any
 
of
 
its
 
agents
 
designated
 
for
 
such
 
purpose
 
in
 
the
 
Trigger
 
Event
 
Notice
 
or
 
Viability
Event Notice) on or
 
before the Settlement Notice
 
Cut-off Date. If
 
such Settlement Shares
Settlement Notice or
 
Certificate is delivered after
 
the end of normal
 
business hours at the
Specified
 
Office
 
of the
 
Settlement Share
 
Depository,
 
such delivery
 
shall be
 
deemed for
all purposes
 
to have
 
been made
 
or given
 
on the
 
following New
 
York
 
Business Day.
 
The
Settlement
 
Shares
 
Settlement
 
Notice
 
must
 
contain
 
certain
 
information,
 
including
 
the
name of
 
the relevant
 
recipient in
 
which the relevant
 
Ordinary Shares
 
are to be
 
registered
directly on
 
the books
 
of the
 
US Transfer,
 
and Settlement
 
Shares Settlement
 
Notices and
Certificates
 
must
 
be
 
delivered
 
to
 
the
 
Settlement
 
Share
 
Depository
 
(or
 
any
 
of
 
its
 
agents
designated
 
for
 
such
 
purpose
 
in
 
the
 
Trigger
 
Event
 
Notice
 
or
 
Viability
 
Event
 
Notice,
 
as
applicable)
 
in
 
accordance
 
with
 
the
 
procedures
 
described
 
in
 
the
 
relevant
 
Trigger
 
Event
Notice or Viability
 
Event Notice,
 
as applicable;
provided
,
however
, that, if
 
the Notes
 
are
represented
 
by one
 
or more
 
Global
 
Certificates
 
deposited
 
with,
 
or with
 
a
 
custodian for,
the
 
Depositary,
 
then
 
the
 
Settlement
 
Shares
 
Settlement
 
Notice
 
must
 
be
 
given
 
in
accordance with
 
the standard
 
procedures of
 
the Depositary
 
(which may
 
include, without
limitation, delivery of the notice
 
to the Settlement Share Depository
 
by electronic means)
44
and
 
in
 
a
 
form
 
acceptable
 
to
 
the
 
Depositary,
 
the
 
Settlement
 
Agent
 
and
 
the
 
Settlement
Share
 
Depository.
 
Subject
 
as
 
otherwise
 
provided
 
herein,
 
the
 
relevant
 
Ordinary
 
Shares
and/or cash proceeds of a Settlement Shares Offer will be
 
delivered by or on behalf of the
Settlement
 
Share
 
Depository
 
or
 
the
 
Settlement
 
Shares
 
Offer
 
Agent,
 
as
 
applicable,
 
in
accordance
 
with
 
the
 
instructions
 
given
 
in
 
the
 
relevant
 
Settlement
 
Shares
 
Settlement
Notice;
provided
,
however
,
 
that,
 
if
 
the
 
Notes
 
are
 
represented
 
by
 
one
 
or
 
more
 
Global
Certificates deposited
 
with, or
 
with a
 
custodian for,
 
the Depositary,
 
then delivery
 
of any
such
 
cash
 
proceeds
 
shall
 
be
 
made
 
by
 
the
 
Settlement
 
Shares
 
Offer
 
Agent
 
in
 
accordance
with the Depositary's practices from time to time.
If
 
a
 
Holder
 
delivers
 
a
 
valid
 
Settlement
 
Shares
 
Settlement
 
Notice
 
and
 
the
 
relevant
Certificate on
 
or before
 
the Settlement
 
Notice Cut-off
 
Date, then
 
the Ordinary
 
Shares will
be delivered in respect
 
of the relevant Note(s)
 
by way of registering
 
the Ordinary Shares in
the
 
name
 
of the
 
relevant recipient
 
directly
 
on the
 
books
 
of the
 
US Transfer
 
Agent
 
on the
applicable
 
Settlement
 
Date
 
or such
 
other
 
date
 
as is
 
specified
 
for
 
delivery.
 
Once Ordinary
Shares are
 
registered in
 
the name
 
of the
 
relevant recipient
 
directly on
 
the books
 
of the
 
US
Transfer
 
Agent,
 
such
 
relevant
 
recipient,
 
as
 
Shareholder,
 
is
 
expected
 
to
 
receive
 
periodic
account statements
 
from the US
 
Transfer Agent
 
with respect to
 
its Ordinary Shares.
 
At the
time
 
of
 
delivery
 
of
 
any
 
Ordinary
 
Shares
 
to
 
the
 
relevant
 
recipient
 
by
 
registration
 
of
 
such
Ordinary
 
Shares
 
directly
 
on
 
the
 
books
 
of
 
the
 
US
 
Transfer
 
Agent,
 
the
 
then-valid
 
share
registration
 
rules
 
of
 
UBS
 
Group
 
AG
 
will
 
apply,
 
and
 
UBS
 
Group
 
AG
 
does
 
not
 
offer
 
any
assurance or
 
guarantee that
 
such relevant
 
recipient will
 
be accepted
 
as a
 
Shareholder with
voting rights in the share register of UBS Group AG.
If a Holder fails to deliver a
 
Settlement Shares Settlement Notice
 
or the relevant Certificate
on or
 
before the
 
Settlement Notice
 
Cut-off
 
Date or
 
if a
 
Holder has
 
delivered a
 
Settlement
Shares
 
Settlement
 
Notice
 
and
 
the
 
relevant
 
Certificate
 
on
 
or
 
prior
 
the
 
Settlement
 
Notice
Cut-off
 
Date
 
but
 
such
 
Settlement
 
Shares
 
Settlement
 
Notice
 
has
 
been
 
determined
 
by
 
the
Settlement
 
Share
 
Depository
 
to
 
be
 
null
 
and
 
void,
 
then
 
the
 
Settlement
 
Share
 
Depository
shall
 
continue
 
to
 
hold
 
the
 
relevant
 
Ordinary
 
Shares
 
and/or,
 
as
 
applicable,
 
cash
 
proceeds
received
 
from
 
a
 
Settlement
 
Shares
 
Offer,
 
in
 
each
 
case
 
to
 
which
 
such
 
Holder
 
is
 
entitled
pursuant
 
to
 
this
 
Condition 8,
 
until
 
a
 
valid
 
Settlement
 
Shares
 
Settlement
 
Notice
 
(and
 
the
Certificate
 
representing
 
the
 
relevant
 
Notes)
 
is
 
so
 
delivered
 
by
 
such
 
Holder.
 
If
 
any
 
such
Ordinary
 
Shares
 
or
 
such
 
cash
 
proceeds
 
received
 
from
 
a
 
Settlement
 
Shares
 
Offer
 
(as
applicable)
 
have
 
not
 
been
 
claimed
 
during
 
the
 
10-year
 
and
 
30-day
 
period
 
commencing
 
on
the Final
 
Cancellation Date,
 
the relevant
 
claims of
 
the applicable
 
Holders are
 
time-barred
and
 
the relevant
 
Ordinary
 
Shares and
 
cash, as
 
the
 
case
 
may
 
be, will
 
be
 
transferred
 
to the
Issuer.
 
None
 
of
 
the
 
Issuer,
 
the
 
Settlement
 
Share
 
Depository
 
and
 
the
 
Settlement
 
Shares
Offer Agent
 
shall have
 
any liability
 
to any
 
Holder for
 
any loss resulting
 
from such
 
Holder
not receiving any such Ordinary Shares and/or cash proceeds.
If not previously
 
cancelled on the applicable
 
Settlement Date, the
 
relevant Notes shall
 
be
cancelled on
 
the Final
 
Cancellation Date
 
and any
 
Holder delivering
 
a Settlement
 
Shares
Settlement Notice after
 
the Settlement Notice
 
Cut-off Date will
 
have to provide
 
evidence
of its entitlement
 
to the relevant Ordinary
 
Shares and/or cash proceeds
 
from a Settlement
Shares
 
Offer,
 
as
 
applicable,
 
satisfactory
 
to
 
the
 
Settlement
 
Share
 
Depository
 
in
 
its
 
sole
discretion in
 
order to
 
receive delivery
 
of such Ordinary
 
Shares or such
 
cash proceeds,
 
as
applicable.
 
None
 
of
 
the
 
Issuer,
 
the
 
Settlement
 
Share
 
Depository
 
and
 
the
 
Settlement
Shares Offer Agent shall have any liability to
 
any Holder for any loss resulting from such
Holder
 
not
 
receiving
 
any
 
Ordinary
 
Shares
 
or
 
cash
 
proceeds
 
from
 
a
 
Settlement
 
Shares
Offer,
 
as applicable,
 
or from
 
any delay
 
in the
 
receipt thereof,
 
in each
 
case as
 
a result
 
of
such
 
Holder
 
failing
 
to
 
submit
 
a
 
valid
 
Settlement
 
Shares
 
Settlement
 
Notice
 
and
 
any
relevant Certificate (if applicable), on a timely basis or at all.
Any
 
determination
 
as
 
to
 
whether
 
any
 
Settlement
 
Shares
 
Settlement
 
Notice
 
has
 
been
properly
 
completed
 
and
 
delivered
 
together
 
with
 
the
 
relevant
 
Certificate(s)
 
as
 
provided
 
in
these Terms
 
and Conditions, or
 
whether any evidence
 
of entitlement to
 
Ordinary Shares or
cash proceeds
 
received from
 
a Settlement
 
Shares Offer,
 
as applicable,
 
is satisfactory,
 
shall
be made
 
by the
 
Settlement Share
 
Depository
 
in its
 
sole discretion
 
and shall
 
be conclusive
and
 
binding
 
on
 
the
 
relevant
 
Holders.
 
In
 
the
 
case
 
of
 
Notes
 
represented
 
by
 
a
 
Global
Certificate,
 
any
 
Settlement
 
Shares
 
Settlement
 
Notice
 
delivered
 
prior
 
to
 
the
 
day
 
following
the Suspension Date will be null and void.
45
(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.
All Ordinary Shares
 
issued and delivered
 
to Holders upon
 
Conversion are expected
 
to be
"restricted
 
securities" within
 
the meaning
 
of Rule
 
144 under
 
the US
 
Securities Act,
 
and
accordingly,
 
any Holder
 
who receives
 
Ordinary Shares
 
upon Conversion
 
will be
 
subject
to restrictions
 
under
 
the US
 
Securities Act
 
on its
 
ability to
 
resell such
 
Ordinary
 
Shares.
Subject to applicable
 
law and the policies
 
and procedures of
 
the US Transfer
 
Agent from
time to time,
 
through the US Transfer
 
Agent, Holders who receive
 
Ordinary Shares upon
Conversion are expected
 
to be able to
 
effect transfers of
 
such Ordinary Shares
 
with other
Shareholders
 
holding
 
their
 
Ordinary
 
Shares
 
through
 
the
 
US
 
Transfer
 
Agent,
 
or
 
with
Shareholders holding
 
their Ordinary Shares
 
via DTC through
 
custodian banks
 
or brokers
by means of DTC's Direct Registration System.
(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.
46
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 USD, which
 
will be placed
 
at the free disposal
 
of the Fiscal
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
 
USD
 
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;
provided
,
however
,
 
that,
 
in
 
the
 
case
 
of
 
Notes
 
represented
 
by
Definitive Certificates,
 
such Definitive Certificates
 
must be presented
 
and, in the
 
case of
redemption,
 
surrendered
 
at
 
the
 
Specified
 
Office
 
of
 
the
 
relevant
 
Paying
 
Agent
 
as
 
a
condition to receipt of any such payment.
(b)
The receipt
 
by the
 
Fiscal Agent
 
of the
 
due and
 
punctual payment
 
of funds
 
in USD
 
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,
(i)
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
"),
provided
 
that (A) so
long
 
as
 
any
 
Note
 
is
 
outstanding,
 
there
 
will
 
at
 
all
 
times
 
be
 
a
 
Fiscal
 
Agent,
 
a
Registrar,
 
a
 
Calculation
 
Agent
 
and
 
a
 
Settlement
 
Agent,
 
(B) 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
 
(the
 
"
Swiss
 
Paying
 
Agent
"),
 
and
 
(C) 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; and
(ii)
if at any time the Fiscal Agent, the Registrar,
 
the Calculation Agent, or the Swiss
Paying
 
Agent,
 
(A) becomes
 
incapable of
 
acting, or
 
(B) is adjudged
 
bankrupt or
insolvent, or files a voluntary
 
petition in bankruptcy,
 
or makes an assignment for
the benefit
 
of its
 
creditors, or
 
consents to
 
the appointment
 
of a
 
receiver of
 
all or
any
 
substantial
 
part
 
of
 
its
 
property,
 
or
 
admits
 
in
 
writing
 
its
 
inability
 
to
 
pay
 
or
meet
 
its
 
debts
 
as
 
they
 
mature,
 
or
 
if
 
an
 
order
 
of
 
any
 
court
 
is entered
 
approving
any
 
petition
 
filed
 
by
 
or
 
against
 
it
 
under
 
the
 
provisions
 
of
 
any
 
applicable
bankruptcy
 
or
 
insolvency
 
law,
 
or
 
if
 
a
 
receiver
 
of
 
it
 
or
 
of
 
all or
 
any
 
substantial
part of
 
its property
 
is appointed,
 
or if
 
any public
 
officer takes
 
charge
 
or control
of it or of
 
its property or affairs
 
for the purpose of
 
rehabilitation, conservation or
liquidation (any
 
such event,
 
an "
Agent Insolvency
 
Event
"), then
 
the Issuer
 
will
terminate the
 
appointment of
 
such Agent
 
in accordance
 
with the
 
Fiscal Agency
Agreement and appoint a successor Agent; and
(iii)
if at any time
 
the Calculation Agent fails
 
to (A) determine the Mid
 
Market Swap
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
 
(B) 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
 
Fiscal Agency Agreement
 
and appoint
a successor Calculation
 
Agent;
provided
,
however
, that, if the
 
Calculation Agent
47
duly
 
calculates
 
such
 
Reset
 
Interest
 
Rate,
 
Reset
 
Interest
 
Amount
 
or
 
interest
amount payable on the relevant Redemption Date, as the case may
 
be, prior to its
termination
 
(and
 
the
 
appointment
 
of
 
its
 
successor)
 
taking
 
effect
 
in
 
accordance
with clause (d) of this Condition 9, the Issuer may
 
elect, in its sole discretion and
upon notice
 
to the
 
Holders in
 
accordance with
 
Condition 14 (
Notices
), to
 
cancel
such termination (and appointment).
(d)
Any
 
appointment
 
or
 
termination
 
of
 
appointment
 
of,
 
or
 
any
 
resignation
 
by,
 
any
 
Agent
(other
 
than
 
the
 
Settlement
 
Agent)
 
may
 
only
 
take
 
effect
 
not
 
less
 
than
 
30 and
 
not
 
more
than 45 days after the Issuer has notified
 
the Holders of such appointment, termination or
resignation
 
in
 
accordance
 
with
 
Condition 14
 
(
Notices
);
provided
,
however
,
 
that,
 
in
 
the
case of the termination of an
 
Agent with respect to which
 
an Agent Insolvency Event has
occurred,
 
such
 
termination
 
may
 
take
 
effect
 
prior
 
to
 
the
 
expiry
 
of
 
such
 
30-day
 
notice
period,
 
so
 
long
 
as
 
a
 
successor
 
Agent
 
has
 
been
 
appointed
 
to
 
the
 
extent
 
required
 
by
 
the
immediately succeeding
 
sentence. Notwithstanding the
 
foregoing, any termination
 
of the
appointment
 
of,
 
or
 
resignation
 
by,
 
the
 
Fiscal
 
Agent,
 
the
 
Registrar,
 
the
 
Swiss
 
Paying
Agent
 
or
 
the
 
Calculation
 
Agent
 
may
 
not
 
take
 
effect
 
until
 
the
 
Issuer
 
has
 
appointed
 
a
successor
 
Fiscal
 
Agent,
 
Registrar,
 
Swiss
 
Paying
 
Agent
 
or
 
Calculation
 
Agent,
 
as
applicable;
provided
,
however
,
 
that,
 
if
 
no
 
such
 
successor
 
has
 
been
 
appointed
 
within
30 days of the scheduled effectiveness of such
 
termination or resignation, any Holder (on
behalf
 
of itself
 
and
 
all others
 
similarly situated)
 
or,
 
pursuant
 
to and
 
in accordance
 
with
the Fiscal
 
Agency Agreement,
 
the Fiscal
 
Agent, the
 
Registrar,
 
any Paying
 
Agent or
 
the
Calculation Agent,
 
as the
 
case may
 
be, may
 
petition any
 
court of
 
competent jurisdiction
for the appointment of a successor, at the expense
 
of the Issuer.
(e)
Subject
 
to
 
subclause (c)(i)
 
of
 
this
 
Condition 9,
 
the
 
Issuer
 
may
 
appoint
 
or
 
terminate
 
the
appointment of a Settlement
 
Agent, and a Settlement
 
Agent may resign, at
 
any time. The
Issuer
 
will
 
notify
 
the
 
Holders
 
of
 
any
 
such
 
appointment,
 
termination
 
or
 
resignation
 
in
accordance with Condition 14 (
Notices
).
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)
if such Taxes are a result of such Note having been presented for payment (where
presentment is required) more than 30 days after the
 
Relevant Date, except to the
extent that the
 
Holder would have
 
been entitled to
 
receive the Additional
 
Amounts
if it had presented such Note for
 
payment on the last day of the 30-day period; or
48
(iii)
with respect to
 
any Tax
 
collected pursuant
 
to Sections 1471 through
 
1474 of the
US
 
Internal
 
Revenue
 
Code,
 
as
 
amended
 
and
 
as
 
may
 
be
 
further
 
amended
 
from
time to time (the
 
"
Code
"), the regulations
 
promulgated thereunder,
 
or applicable
inter-governmental
 
agreements
 
or
 
agreements
 
with
 
the
 
United
 
States
 
Internal
Revenue
 
Service
 
entered
 
into
 
in
 
connection
 
with
 
the
 
implementation
 
of
 
such
sections of the Code, or legislation enacted by
 
a non-United States jurisdiction in
connection with the implementation of such sections of the Code (FATCA);
 
or
(iv)
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
(v)
to the extent any combination of subclauses (i) through (iv) 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.
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
49
(
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
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
");
50
(iv)
prior to the publication of
 
any notice pursuant to
 
subclause (iii) above, the Issuer
shall
 
deliver
 
to
 
the
 
Fiscal
 
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 Condition 13(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 Condition 13(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 Condition 13(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
 
Mid Market
Swap
 
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"
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.
51
(b)
If the Notes are for any reason no longer listed
 
on the SIX Swiss Exchange:
(i)
if the Notes
 
are represented
 
by one or
 
more Global
 
Certificates deposited with
 
a
custodian for
 
DTC, notices
 
to Holders
 
shall only
 
be required
 
to be
 
given by
 
the
Issuer in accordance with clause (c) of this Condition 14; or
(ii)
if the
 
Global Certificate(s)
 
have been
 
exchanged for
 
Definitive Certificates,
 
the
Issuer
 
shall
 
send
 
notices
 
to
 
Holders
 
by
 
first
 
class
 
mail
 
at
 
their
 
respective
addresses as
 
recorded in
 
the Register,
 
and any
 
such notice
 
will be
 
validly given
on the fourth Business Day after the date of such mailing.
(c)
So long as the Notes
 
are represented by one
 
or more Global Certificates deposited
 
with a
custodian
 
for
 
DTC,
 
any
 
notices
 
required
 
to
 
be
 
given
 
by
 
the
 
Issuer
 
to
 
the
 
Holders
hereunder
 
shall
 
also
 
be
 
given
 
to
 
the
 
Indirect
 
Holders
 
through
 
the
 
Fiscal Agent
 
to
 
DTC
for forwarding
 
to the Indirect
 
Holders. Any such
 
notice will be
 
validly given on
 
the date
of delivery to DTC in accordance with DTC's applicable procedures.
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
 
not
 
less than
 
10 and
 
not
 
more
 
than
 
30
days' notice to the Holders in accordance with Condition 14 (
Notices
),
provided
 
that:
(i)
the
 
Substitute
 
Issuer
 
is
 
UBS
 
Group
 
AG
 
or,
 
if
 
the
 
Substitute
 
Issuer
 
is
 
not
 
UBS
Group
 
AG,
 
(A) an
 
exemption
 
exists
 
from
 
the
 
requirement
 
to
 
register
 
the
Substitute Issuer
 
as an
 
investment company
 
under the
 
US Investment
 
Company
Act,
 
and
 
(B)
 
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 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
 
Fiscal
 
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
;
52
(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; and
(viii)
such substitution does not give rise to a
 
Tax Event or a Regulatory Event.
(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
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.
CONSOLIDATION, MERGER OR SALE
The
 
Issuer
 
will
 
not
 
consolidate
 
with,
 
merge
 
with
 
or
 
into,
 
or
 
sell,
 
convey,
 
transfer
 
or
 
otherwise
dispose
 
of
 
all
 
or
 
substantially
 
all
 
of
 
its
 
property
 
and
 
assets
 
(as
 
an
 
entirety
 
or
 
substantially
 
as
 
an
entirety in one transaction or a series of related transactions)
 
to, any Person (other than with, into or
to
 
any
 
Person
 
of
 
which
 
at
 
least
 
95 per
 
cent.
 
of
 
such
 
Person's
 
capital
 
and
 
voting
 
rights
 
are
 
held,
directly
 
or
 
indirectly,
 
by
 
the Issuer)
 
or
 
permit
 
any
 
Person
 
to merge
 
with
 
or
 
into the
 
Issuer
 
unless
(a) the Issuer
 
will be the
 
continuing Person,
 
or (b) the
 
Person formed by
 
such consolidation or
 
into
which
 
the
 
Issuer
 
is
 
merged
 
or
 
that
 
acquired
 
such
 
property
 
and
 
assets
 
of
 
the
 
Issuer
 
expressly
assumes in
 
writing
 
(or,
 
in the
 
case of
 
an acquisition
 
of property
 
and
 
assets, guarantees)
 
all of
 
the
obligations of the Issuer under the Notes.
53
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
 
USD
 
(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 USD 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 USD with such amount on such date, on
the first date on which it is
 
practicable to do so). If the
 
amount of USD 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.
RULE 144A INFORMATION
If at
 
any time
 
the Issuer
 
is neither
 
a reporting
 
company under
 
Section 13 or
 
Section 15(d) of
 
the
US Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under
 
the US Exchange
Act,
 
the
 
Issuer will
 
comply with
 
any
 
applicable
 
requirements
 
of
 
Rule 144A(d)(4)
 
under
 
the US
Securities Act in relation to the Notes.
20.
NO SET-OFF
 
BY HOLDERS
Subject
 
to
 
applicable
 
law,
 
each
 
Holder
 
and
 
Indirect
 
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.