1

MERGER BETWEEN UBS AG AND CREDIT SUISSE AG

Pursuant to the merger agreement dated 7 December 2023 between UBS AG (“UBS Parent Bank”) and Credit Suisse AG (“Credit

Suisse Parent Bank”), and in accordance with applicable provisions of Swiss law, on 31 May 2024 Credit Suisse Parent Bank

merged with and into UBS Parent Bank. UBS Parent Bank being the absorbing company continues to operate and Credit Suisse

Parent Bank being the absorbed company ceased to exist (the “Transaction”). Under the terms of the merger agreement, all of the

outstanding ordinary shares of Credit Suisse Parent Bank were cancelled; no consideration was paid as all of the outstanding

shares of each of UBS Parent Bank and Credit Suisse Parent Bank were owned by UBS Group AG. 

2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

All amounts in this section are in US dollars (USD) unless otherwise specified. The abbreviation “bn” is used to represent

“billion”. The abbreviation “m” is used to represent “million”. Numbers presented throughout this section may not add up

precisely to the totals provided in the tables and text due to rounding. 

The following unaudited pro forma condensed combined financial information is intended to illustrate the effect of the transaction

(as previously defined) and comprises the unaudited pro forma condensed combined income statement of UBS AG for the year

ended 31 December 2024, prepared as if the Transaction occurred on 1 January 2024.

A pro forma balance sheet as of 31 December 2024 is not presented or required as the balance sheet in UBS AG’s Annual Report

on Form 20-F for the year ended 31 December 2024, filed with the SEC on 17 March 2025, includes the effect of the Credit

Suisse AG merger.

The Transaction is a business combination of entities under common control (a “common control transaction”) as defined under

IFRS 3

Business Combinations

 since UBS Group AG is the common 100% shareholder of the two entities as of 12 June 2023,

when the Group merger occurred, and it controls the two businesses merged before and after the Transaction. IFRS 3

Business

Combinations

 specifically scopes out such transactions; therefore, the application of the acquisition method is not required.

Instead, in the absence of a specific IFRS Accounting Standards requirement, UBS Parent Bank applied the

carry over basis

 (also

referred to as the predecessor accounting method) consistent with previous UBS group -internal legal entity transactions and as

commonly applied under Swiss regulations.

Under the carry over basis, the IFRS Accounting Standards-equivalent financial statement carrying amounts of Credit Suisse

Parent Bank are added across each line item with the UBS Parent Bank financial statement amounts, as at the transaction date. No

adjustments are made to reflect, for example, the fair value of amortized cost financial assets and liabilities and the fair value of

non-financial assets and liabilities that were recorded in the UBS Group AG consolidated financial statements as a result of

applying the acquisition method as required under IFRS 3

Business Combinations

 on 31 May 2023 for the acquisition of Credit

Suisse Group AG (note that with the acquisition date of 12 June 2023, for convenience the Credit Suisse Group was consolidated

with effect from 31 May 2023, as the effect of transactions and activities in the period from 31 May 2023 to 12 June 2023 on the

consolidated financial statements was not material). 

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and reflects

estimates and assumptions made by UBS Parent Bank’s management that it considers reasonable. The unaudited pro forma

condensed combined financial information does not purport to represent what UBS Parent Bank’s actual results of operations or

financial condition would have been had the Transaction occurred on 1 January 2024, nor is it necessarily indicative of future

results of operations or financial condition. Adjustments enumerated in this document are pro forma in nature and are relevant for

the combination of the UBS Parent Bank and Credit Suisse Parent Bank only. Such adjustments are not relevant for UBS Group

AG consolidated reporting, unless otherwise disclosed in the audited consolidated financial statements of UBS Group AG as of

and for the year ended 31 December 2024, included in the UBS Group AG Annual Report.

The unaudited pro forma condensed combined financial information does not reflect expense efficiencies, asset dispositions or

business reorganizations that are or may be contemplated, or any cost or revenue synergies, including any potential restructuring

actions other than those that were reflected in the actual 2024 results.

The unaudited pro forma condensed combined financial information for the year ended 31 December 2024 should be read in

conjunction with the consolidated financial statements of UBS Parent Bank and the accompanying notes included in its 2024

Annual Report on Form 20-F, as well as the additional disclosures contained therein. This document is available on UBS’s

website at www.ubs.com/investors and at the SEC’s website at www.sec.gov.

3

USD millions

UBS AG

consolidated

(IFRS

Accounting

Standards)

Credit Suisse

AG

consolidated

(IFRS

Accounting

Standards)

1

Transaction

accounting

adjustment

2

Condensed

Combined

Income

Statement

(IFRS

Accounting

Standards)

Net interest income

 4,678 1,223

 - 

 5,901

Other net income from financial instruments

measured at fair value through profit or loss

 12,959 1,387

 - 

 14,346

Net fee and commission income

 23,438

 1,611 - 

 25,048

Other income

 1,248 677

 (479)

 1,446

Total revenues  42,323 4,898 (479) 46,742

Credit loss expense / (release)

 544 208

 - 

 752

Personnel expenses

 19,958 2,884

 - 

 22,842

General and administrative expenses

 16,548 2,224

 (479)

 18,293

Depreciation, amortization and impairment of

non-financial assets

 2,840 368

 - 

 3,208

Operating expenses  39,346 5,476 (479) 44,344

Operating profit / (loss) before tax  2,433 (786)  - 1,647

Tax expense / (benefit)

 900 16

 - 

 916

Net profit / (loss)   1,533 (802) - 

 730

Net profit / (loss) attributable to non-controlling

interests

 51

 (5) - 

 46

Net profit / (loss) attributable to shareholders  1,481 (798) - 

 684

Historical

Pro Forma

Unaudited Pro Forma Condensed Combined Income Statement 

for the year ended 31 December 2024

1

Reflects the pre-merger unaudited historical condensed income statement of Credit Suisse Parent Bank for the five-month

period ended 31 May 2024 derived from Credit Suisse Parent Bank's books and records prepared under IFRS Accounting

Standards. Refer to Note 1 in the explanatory notes for further information.

2

Refer to Note 2) in the explanatory notes for further information.

See accompanying notes. 

4

Explanatory notes to unaudited pro forma condensed combined financial information

(in USDm except where otherwise indicated)

Note 1: Basis of preparation

The unaudited pro forma combined income statement for the year ended 31 December 2024 was prepared as if the Transaction

occurred on 1 January 2024.

No adjustments have been reflected in the unaudited pro forma condensed combined income statement for the effects of items that

have been considered to be immaterial.

Following the acquisition by UBS Group AG, Credit Suisse transitioned its accounting systems to IFRS. From 1 January 2024,

Credit Suisse Parent Bank has been producing IFRS financial information directly from its accounting systems without conversion

from U.S. GAAP. During the first half of 2024 Credit Suisse Parent Bank modified its IFRS accounting systems to accommodate

the integration of its financial information into UBS AG on a common control basis from the actual merger date of 31 May 2024.

Accordingly, the Credit Suisse Parent Bank pro forma IFRS income statement amounts for the five-month period ended 31 May

2024, derived from its IFRS books and records and other information available, have been extracted directly from its accounting

systems. 

The UBS Parent Bank unaudited pro forma condensed combined income statement for the year ended 31 December 2024 was

sourced from (i) the audited consolidated income statement of UBS Parent Bank contained in the UBS Annual Report for the year

ended 31 December 2024 and (ii) the unaudited historical condensed IFRS consolidated income statement of Credit Suisse Parent

Bank on a common control basis for the five-month period ended 31 May 2024 derived from its IFRS books and records and other

information available. As the actual merger was effected on 31 May 2024, UBS Parent Bank’s unaudited historical condensed

consolidated income statement for year ended 31 December 2024 contains Credit Suisse Parent Bank’s consolidated income

statement activity for the seven-month period ended 31 December 2024. Collectively, the two sources represent consolidated

income statement activity of both UBS Parent Bank and Credit Suisse Parent Bank for the year ended 31 December 2024.

A transaction accounting adjustment was applied to eliminate consolidated income statement balances arising from intercompany

exposures and transactions between UBS Parent Bank and Credit Suisse Parent Bank during the five-month period ended 31 May

2024. See Note 2 below.

Note 2: Transaction accounting adjustment

UBS Parent Bank has reviewed exposures and transactions with Credit Suisse Parent Bank to identify intercompany income

statement amounts for the five-month period ended 31 May 2024. The only material intercompany income statement amounts

impacting the line items presented relate to the remuneration of staff seconded from Credit Suisse Parent Bank to UBS Parent

Bank. Remuneration for such staff is recognized by Credit Suisse Parent Bank in “Other income” while UBS Parent Bank records

the equal and opposite expense in “General and administrative expenses”. Accordingly, intercompany secondment income and

expense of 479m, recognized during the five-month period ended 31 May 2024, have been eliminated.