exhibit2d

Exhibit 2(d)

UBS GROUP

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF

THE

SECURITIES EXCHANGE ACT OF

1934

Description of the Corporation’s Ordinary Shares

The following summary of UBS Group AG’s (the “Corporation”) ordinary shares (the

“shares”) is based on and qualified by the Corporation’s Articles of

Association and the laws

of Switzerland. For a complete description of the terms and provisions of the shares refer to

the Corporation’s Articles of

Association, which are filed as an exhibit to this Annual Report

on Form 20-F. Throughout this exhibit, references to “we,” “our,” and “us” refer to the

Corporation.

General

The issued ordinary shares of the Corporation have a nominal value of USD 0.10 each and

are fully paid up, and there is no liability of holders of such shares to further capital calls by

the Corporation.

The shares rank pari passu in all respects with each other, including in respect of voting

rights, entitlement to dividends, share of the liquidation proceeds in case of the liquidation of

the Corporation, preemptive rights in the event of a share issue (

Bezugsrechte

) and advance

subscription rights in the event of the issuance of equity-linked securities

orwegzeichnungsrechte

The shares are registered shares (

Namenaktien

), are issued as uncertificated securities

(

einfache Wertrechte

) (in the sense of the Swiss Code of Obligations) and, in the case of

shares registered in the Corporation’s Swiss register, constitute intermediated securities

(

Bucheffekten

) (in the sense of the Swiss Federal Intermediated Securities Act).

The shares are listed on the SIX Swiss Exchange. They are also listed on the NYSE as global

registered shares. As such, the shares can be traded and transferred across applicable borders,

without the need for conversion, with identical shares traded on different stock exchanges in

different currencies. We do not apply any restrictions or limitations on the transferability of

shares.

Shareholders registered in the Corporation’s share register may at any time request from the

Corporation a confirmation of the shares that they hold according to the share register.

However, shareholders have no right to request the printing and delivery of certificates for

shares or the conversion of the shares into another form. In contrast, the Corporation may

print and deliver certificates for shares (individual share certificates, certificates representing

multiples of shares or global certificates) at any time. It may also withdraw shares that

constitute intermediated securities from the applicable custody system. With the consent of

the applicable shareholder, the Corporation may cancel issued certificates (if any) that are

returned to it without replacement.

Share Register

Swiss law and the Corporation’s Articles of

Association require the Corporation to keep a

share register in which the name, address and nationality (or registered office in the case of

legal entities) of the owners of the shares are recorded. The main function of the share

or to assert or exercise other rights related to voting rights.

In order to register shares in the Corporation’s share register, a shareholder must file a share

registration form with the share register. Failing such registration, a shareholder may not vote

at or participate in a shareholders’ meeting but will still be entitled to receive dividends and

other rights with financial value such as preemptive rights in the event of a share issue

(

Bezugsrechte

) and advance subscription rights in the event of the issuance of equity-linked

securities (

Vorwegzeichnungsrechte

). Shareholders registered in the Corporation’s share

hold according to the Corporation’s share register.

The Corporation’s share register is split into two parts – a Swiss register, which is maintained

by UBS Group AG, acting as Swiss transfer agent, and a U.S. register, which is maintained

by Computershare Trust Company, N.A., c/o Computershare Investor Services, P.O. Box

505000, Louisville, KY 40233-5000, United States, acting as U.S. transfer agent (the “U.S.

transfer agent”).

Dividend Rights and Dividends

Shareholders are entitled to the dividends or other distributions approved by the shareholders’

meeting in proportion to their shareholdings.

Swiss law requires that at least 5% of the annual net profits of the Corporation must be

retained and booked as statutory retained earnings for so long as these retained earnings,

together with the statutory capital reserve, amount to no less than 20% of the Corporation’s

share capital registered in the commercial register of the Canton of Zurich. Any remaining net

profit of the Corporation may be allocated by the shareholders represented at the applicable

shareholders’ meeting.

Under Swiss law, dividends may be paid by the Corporation only if, based on its audited

standalone financial statements prepared in accordance with Swiss law, the Corporation has

sufficient distributable profits from the previous financial years or sufficient free reserves to

allow the distribution of a dividend. In either event, dividends may be proposed by the

Corporation’s board of directors and will only be paid by the Corporation after approval by

the shareholders’ meeting.

The Corporation’s statutory auditors must confirm that any

dividend proposal of the Corporation’s board of directors is in accordance with Swiss law and

the Corporation’s Articles of

Association.

Dividends are usually due and payable after the shareholders’ resolution relating to the

allocation of profits has been passed. Under Swiss law, the statute of limitations in respect of

dividend payments is five years (dividends not paid are allocated to a special reserve of the

Corporation).

The Corporation declares dividends in U.S. dollars. Shareholders holding their shares through

the Depository Trust Company or the U.S. transfer agent will receive dividend payments in

U.S. dollars. Shareholders holding their shares through SIX SIS receive dividends in Swiss

francs, based on an exchange rate published on the day prior to the ex-dividend date.

Voting Rights

In principle, each share carries one vote at a shareholders’ meeting. Swiss law distinguishes

between registration with and without voting rights. Shareholders must be registered in the

Corporation’s share register as shareholders with voting rights in order to vote (and assert or

exercise other rights relating to voting rights) and participate in shareholders’ meetings.

To so

for their own account. We place no restrictions on share ownership and voting rights.

However, certain limitations apply to nominees pursuant to general principles formulated by

the Corporation’s board of directors. Nominees normally represent a large number of

individual shareholders and may hold an unlimited number of shares. Although a nominee

may be registered in the Corporation’s share register as a shareholder with voting rights, such

voting rights are limited to a maximum of 5% of all issued shares and the relevant nominee

must agree to disclose, upon our request, beneficial owners holding 0.3% or more of all

issued shares. In respect of any shares held by a nominee above the 5% limit, or for which no

agreement exists to disclose the beneficial owners meeting the 0.3% threshold, the relevant

nominee will be entered in the Corporation’s share register as a shareholder without voting

rights. The above-described 5% limit has been implemented to avoid large shareholders being

entered in the Corporation’s share register via nominees so as to exercise influence without

directly registering their shares with the Corporation. An exception to the 5% limit is in place

for securities clearing organizations, such as the Depository Trust Company.

Unless otherwise provided by Swiss law or the Corporation’s Articles of

Association,

resolutions require the approval of a majority of the votes represented, excluding blank and

invalid ballots, at a shareholders’ meeting in order to be passed.

Under Swiss law, a resolution passed at a shareholders’ meeting with the approval of at least

two-thirds of the votes, and a majority of the aggregate nominal value of shares, in each case

represented (in person or by proxy) at such meeting is required in order to approve certain

specific issues. Such issues include introducing shares with preferential voting rights, any

restriction on the transferability of registered shares, the creation of conditional capital, the

introduction of capital band or the introduction of reserve capital, restricting or excluding

preemptive rights in the event of a share issue (

Bezugsrechte

), and, in certain circumstances,

restricting or excluding advance subscription rights in the event of the issuance of equity-

linked securities (

Vorwegzeichnungsrechte

The Corporation’s Articles of

Association require a resolution passed at a shareholders’

meeting with the approval of at least two-thirds of the votes represented (in person or by

proxy) at such meeting in order to approve any change to their provisions regarding the

number of members of the board of directors, any decision to remove one-quarter or more of

the members of the board of directors or the deletion or modification of the provision thereof

establishing these supermajority requirements.

Shareholder Ownership Disclosure and Mandatory Tender Offer

Under the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in

Securities and Derivatives Trading of June 19, 2015, as amended (the “Swiss Financial

Market Infrastructure Act”), anyone who directly, indirectly or acting in concert with third

parties, acquires or disposes of shares in a company with at least one class of equity securities

listed in Switzerland or holds other purchase or sale positions relating to such shares, and,

thereby reaches, falls below or exceeds one of the following percentage thresholds: 3, 5, 10,

15, 20, 25, 33 1⁄3, 50 or 66 2⁄3% of the voting rights in such company, regardless of whether

or not such rights may be exercised, must notify the company and the Swiss stock exchange

on which such equity securities are listed. Nominees that cannot autonomously decide how

voting rights are exercised are not required to notify the company and such stock exchange if

they reach, exceed or fall below the aforementioned thresholds.

Pursuant to the Swiss Financial Market Infrastructure Act, any person that acquires shares of

a Swiss company with at least one class of securities listed on a Swiss stock exchange or a

non-Swiss company with a primary listing of at least one class of securities on a Swiss stock

exchange, whether directly or indirectly or acting in concert with third parties, which shares,

when taken together with any other shares of such company held by such person (or such

third parties), exceed the threshold of 33 1/3% of the voting rights (whether exercisable or

not) of such company, must submit a takeover offer to acquire all other listed equity securities

of such company. Pursuant to the practice of the Swiss Takeover Board, certain derivatives

also need to be taken into account when calculating whether the 33 ⅓% threshold has been

exceeded. The mandatory takeover offer obligation may be waived by the Swiss Takeover

Board or FINMA. However, if no waiver is granted, the mandatory takeover offer must be

made pursuant to the procedural rules set forth in the Swiss Financial Market Infrastructure

Act and the implementing ordinances.

Board of Directors

The term of office for each member of the Corporation’s board of directors is until the next

annual general meeting of shareholders. Pursuant to the Corporation’s organizational

regulations, board members are generally expected to serve for at least three years and no

board member may serve for more than 10 consecutive terms of office. In exceptional

circumstances the Corporation’s board of directors can extend this limit.

Members whose term of office has expired are immediately eligible for re-election.

Liquidation Rights

In the event of liquidation of the Corporation’s assets, shareholders are entitled to a

proportional share after all debts have been paid.

Repurchase of Shares

Swiss law limits the Corporation’s ability to hold or repurchase shares. The Corporation and

its subsidiaries may repurchase shares only if and to the extent that (i) the Corporation has

freely distributable reserves in the amount of the purchase price and (ii) the aggregate

nominal value of all shares held by the Corporation and its subsidiaries does not exceed 10%

of the Corporation’s nominal share capital (or 20% of its nominal share capital in specific

circumstances). Repurchases for cancellation purposes approved by the shareholders’ meeting

are not subject to the 10% threshold for the Corporation’s own shares within the meaning of

article 659 paragraph 2 of the Swiss Code of Obligations. The Corporation must create a

special reserve in its standalone financial statements prepared in accordance with Swiss law

in the amount of the purchase price of any repurchased shares. Furthermore, in the

Corporation’s consolidated financial statements, own shares must be recorded as a negative

equity item in an amount equal to the repurchase price thereof, resulting in a reduction in

total shareholders’ equity. Shares held by the Corporation or any of its subsidiaries do not

carry any rights to vote at shareholders’ meetings.

Preemptive and Advanced Subscription Rights

Under Swiss law, any share issue, whether for cash or non-cash consideration or for no

consideration, is subject to the prior approval of the shareholders’ meeting. Existing

shareholders of a Swiss corporation have certain preemptive rights in the event of a share

issue (

Bezugsrechte

) and advance subscription rights in the event of the issuance of equity-

linked securities (

Vorwegzeichnungsrechte

) to subscribe for the new shares or equity-linked

securities, as the case may be, in proportion to the aggregate nominal value of shares held.

However, the articles of association of the corporation, or a resolution approved at a

shareholders’ meeting by at least two-thirds of the votes, and a majority of the aggregate

nominal value of the shares, in each case represented (in person or by proxy) at the meeting,

may limit or exclude such preemptive or advance subscription rights in certain limited

circumstances.