Exhibit 12

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Sergio Ermotti, certify that:

1.

 I have reviewed this annual report on Form 20-F of UBS Group AG;

2.

 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under

which such statements were made, not misleading with respect to the period covered by this report;

3.

 Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations and cash

flows of the company as of, and for, the periods presented in this report;

4.

 The company’s other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and

internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for

the company and have:

a.

 Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating

to the company, including its consolidated subsidiaries, is made known to us by others within

those entities, particularly during the period in which this report is being prepared;

b.

 Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

c.

 Evaluated the effectiveness of the company’s disclosure controls and procedures and

presented in this report our conclusions about the effectiveness of the disclosure controls and

procedures, as of the end of the period covered by this report based on such evaluation; and

d.

 Disclosed in this report any change in the company’s internal control over financial reporting

that occurred during the period covered by the annual report that has materially affected, or is

reasonably likely to materially affect, the company’s internal control over financial reporting;

and

5.

 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of

internal control over financial reporting, to the company’s auditors and the audit committee of the

company’s board of directors (or persons performing the equivalent functions):

a.

 All significant deficiencies and material weaknesses in the design or operation of internal

control over financial reporting which are reasonably likely to adversely affect the company’s

ability to record, process, summarize and report financial information; and 

b.

 Any fraud, whether or not material, that involves management or other employees who have a

significant role in the company’s internal control over financial reporting.

Date: March 28, 2024

 _/s/ Sergio Ermotti _______________

 Name: Sergio Ermotti

 Title: Group Chief Executive Officer

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Todd Tuckner, certify that:

1.

 I have reviewed this annual report on Form 20-F of UBS Group AG;

2.

 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under

which such statements were made, not misleading with respect to the period covered by this report;

3.

 Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations and cash

flows of the company as of, and for, the periods presented in this report;

4.

 The company’s other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and

internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for

the company and have:

a.

 Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating

to the company, including its consolidated subsidiaries, is made known to us by others within

those entities, particularly during the period in which this report is being prepared;

b.

 Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

c.

 Evaluated the effectiveness of the company’s disclosure controls and procedures and

presented in this report our conclusions about the effectiveness of the disclosure controls and

procedures, as of the end of the period covered by this report based on such evaluation; and

d.

 Disclosed in this report any change in the company’s internal control over financial reporting

that occurred during the period covered by the annual report that has materially affected, or is

reasonably likely to materially affect, the company’s internal control over financial reporting;

and

5.

 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of

internal control over financial reporting, to the company’s auditors and the audit committee of the

company’s board of directors (or persons performing the equivalent functions):

a.

 All significant deficiencies and material weaknesses in the design or operation of internal

control over financial reporting which are reasonably likely to adversely affect the company’s

ability to record, process, summarize and report financial information; and 

b.

 Any fraud, whether or not material, that involves management or other employees who have a

significant role in the company’s internal control over financial reporting.

Date: March 28, 2024

 /s/ Todd Tuckner ______________

 Name: Todd Tuckner

 Title: Group Chief Financial Officer