UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date: March 6, 2023

UBS Group AG

Commission File Number: 1-36764

UBS AG

Commission File Number: 1-15060

(Registrants' Names)

Bahnhofstrasse 45, Zurich, Switzerland, and

Aeschenvorstadt 1, Basel, Switzerland

(Address of principal executive offices)

Indicate by check mark whether the registrants file or will file annual reports under cover of Form 20‑F or Form 40-F.

Form 20-F  x                        Form 40-F  o 

This Form 6-K consists of the Invitation to the Annual General Meeting of UBS Group AG and news release with the related agenda, which appear immediately following this page.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

6 March 2023

Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules

News Release

UBS publishes agenda for the Annual General Meeting of UBS Group AG on 5 April 2023

UBS Group will hold its Annual General Meeting (AGM) in person in Basel

All members of the Board of Directors will stand for re-election

The Board of Directors of UBS Group AG proposes an ordinary dividend of USD 0.55 (gross) in cash per share for the 2022 financial year

The Board of Directors proposes a capital reduction by way of cancellation of shares repurchased under the 2021 share repurchase program and the approval of a new 2023 share repurchase program

Zurich, 6 March 2023 – Having conducted the AGM online for the past three years, UBS Group AG will, once again, hold this year’s AGM in person in Basel on 5 April 2023 at 10:00 am CET. The AGM, which is held in English and German, will also be broadcast live in both German and English at ubs.com/agm. 

The invitation, including explanatory information on individual agenda items, is available at ubs.com/agm.

Agenda of UBS Group AG AGM in 2023

1.Approval of the UBS Group AG management report and consolidated and standalone financial statements for the 2022 financial year

2.Advisory vote on the UBS Group AG Compensation Report 2022

3.Advisory vote on the UBS Group AG Sustainability Report 2022

4.Appropriation of total profit and distribution of ordinary dividend out of total profit and capital contribution reserve

5.Amendments to the Articles of Association

5.1.Amendments related to the General Meeting

5.2.Vote on virtual General Meetings

5.3.Amendments related to the Board of Directors, Group Executive Board and the compensation of the members of the Board of Directors and the Group Executive Board

5.4.General amendments

UBS Group AG, News Release, 6 March 2023Page 3of  3

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

6.Discharge of the members of the Board of Directors and the Group Executive Board for the 2022 financial year

7.Re-elections of members of the Board of Directors

7.1.Colm Kelleher, as Chairman of the Board of Directors

7.2.Lukas Gähwiler

7.3.Jeremy Anderson

7.4.Claudia Böckstiegel

7.5.William C. Dudley

7.6.Patrick Firmenich

7.7.Fred Hu

7.8.Mark Hughes

7.9.Nathalie Rachou

7.10.Julie G. Richardson

7.11.Dieter Wemmer

7.12.Jeanette Wong

8.Re-elections of members of the Compensation Committee

8.1.Julie G. Richardson

8.2.Dieter Wemmer

8.3.Jeanette Wong

9.Approval of the compensation of the members of the Board of Directors and the Group Executive Board

9.1.Approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the 2023 AGM to the 2024 AGM

9.2.Approval of the aggregate amount of variable compensation for the members of the Group Executive Board for the 2022 financial year

9.3.Approval of the maximum aggregate amount of fixed compensation for the members of the Group Executive Board for the 2024 financial year

10.Re-elections

10.1.Re-election of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich

10.2.Re-election of the auditors, Ernst & Young Ltd, Basel

11.Ordinary reduction of share capital by way of cancellation of shares repurchased under the 2021 share repurchase program

12.Approval of a new 2023 share repurchase program

13.Conversion of currency of the share capital of UBS Group AG

13.1.Ordinary reduction of the share capital by way of reduction of the nominal value per share

13.2.Change of currency of the share capital

UBS Group AG, News Release, 6 March 2023Page 3of  3

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG

Investor contact

Switzerland:    +41-44-234 41 00

Americas:        +1-212-882 5734

Media contact

Switzerland:    +41-44-234 85 00

UK:                 +44-207-567 47 14

Americas:        +1-212-882 58 58

APAC:             +852-297-1 82 00

ubs.com/media

To representatives of the media

6 March 2023

Invitation to the UBS Group AG AGM in 2023

Dear Sir or Madam,

You are invited to attend the Annual General Meeting held by UBS Group AG, which will take place at 10:00 am CET on 5 April 2023 at the St. Jakobshalle in Basel. Doors will open at 8:30 am CET.

For organizational reasons, participants who wish to attend need to register by 27 March 2023 and provide us with the information below via email (mediarelations@ubs.com). Upon receipt of your registration, we will send you a confirmation, which you will need to present to gain access to the AGM.

Last name/first name:_______________________________________________  

Organization:                                                                                                   ____            

Address:                                                                                                            ____            

Telephone:                                                                                                        ____            

Email:                                                                                                                ____            

UBS Group AG

UBS Group AG, News Release, 6 March 2023Page 3of  3

This Form 6-K is hereby incorporated by reference into (1) each of the registration statements of UBS AG on Form F-3 (Registration Number 333-263376), and of UBS Group AG on Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653; 333-230312; and 333-249143), and into each prospectus outstanding under any of the foregoing registration statements, (2) any outstanding offering circular or similar document issued or authorized by UBS AG that incorporates by reference any Forms 6-K of UBS AG that are incorporated into its registration statements filed with the SEC, and (3) the base prospectus of Corporate Asset Backed Corporation (“CABCO”) dated June 23, 2004 (Registration Number 333-111572), the Form 8-K of CABCO filed and dated June 23, 2004 (SEC File Number 001-13444), and the Prospectus Supplements relating to the CABCO Series 2004-101 Trust dated May 10, 2004 and May 17, 2004 (Registration Number 033-91744 and 033-91744-05). 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

UBS Group AG

By: _/s/ David Kelly______________

Name:  David Kelly

Title:    Managing Director

By: _/s/ Ella Campi ______________

Name:  Ella Campi

Title:    Executive Director

UBS AG

By: _/s/ David Kelly______________

Name:  David Kelly

Title:    Managing Director

By: _/s/ Ella Campi ______________

Name:  Ella Campi

Title:    Executive Director

Date:  March 6, 2023