EX-4 112 exhibit417.htm EXHIBIT 4.17 exhibit417
exhibit417p1i0
High-trigger loss-absorbing additional tier 1 capital
 
instrument
Exhibit 4.17
Issuer
UBS Group AG
ISIN
US902613BE74 (144A) / USH42097ER43 (Reg S)
Issue Date
13.11.2023
Currency
USD
Nominal (million)
1,750
Interest Rate
9.250%
1
Maturity Date
perpetual
First Call Date
13.11.2033
1
Rate subject to change after first call date.
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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
 
(e)(iv)
 
of
 
Condition
 
9
(
Conversion
).
"
Additional
 
Amounts
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause
 
(b)
 
of
 
Condition
 
11
(
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.
"
Agent
 
Insolvency
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(c)(ii)
 
of
Condition 10 (
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
 
Loss
 
Absorption
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
clause
 
(e)
 
of
Condition 7 (
Trigger Event and Viability
 
Event
).
"
Approved
 
Entity
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(e)(v)
 
of
 
Condition
 
9
(
Conversion
).
"
Articles of
 
Association
" has the
 
meaning given to
 
it in clause (f)
 
of Condition 7
 
(
Trigger Event
and Viability 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 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.
"
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
 
FBA 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 FBA 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
 
FBA
 
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.
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"
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
 
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
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.
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"Code"
has the meaning assigned to such term in clause (c) of Condition 11
 
(
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
 
(A)
 
include
 
terms
 
that
 
provide
 
for
 
the
 
same
 
interest
 
rate
 
and
 
principal
from
 
time
 
to
 
time
 
applying
 
to
 
the
 
Notes,
 
(B)
 
rank
pari
 
passu
with
 
the
 
Notes
 
and
 
(C)
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
 
(A)
 
the
 
SIX
 
Swiss
Exchange
 
or
 
(B)
 
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.
"
Contingent
 
Write-down
" means
 
the events
 
described in
 
clauses (a)
 
through (c)
 
of Condition
 
8
(
Contingent Write-down
).
"
Conversion
"
 
has
 
the
 
meaning
 
given
 
to
 
it
 
in
 
clause
 
(a)
 
of
 
Condition
 
9
 
(
Conversion
),
 
and
"convert" and "converted" shall be construed accordingly.
"
Conversion
 
Capital
"
 
means
 
conversion
 
capital
 
(
Wandlungskapital
)
 
within
 
the
 
meaning
 
of
 
the
FBA.
"
Conversion Capital
 
Availability
 
Event
" has
 
the meaning
 
given to
 
it in clause
 
(f) of
 
Condition
7 (
Trigger Event and Viability
 
Event
).
"
Conversion
 
Date
" means,
 
with respect
 
to any
 
Conversion, the
 
Trigger
 
Event Conversion
 
Date
or the Viability Event Conversion
 
Date, as applicable.
"
Conversion
 
Event
"
 
means
 
a
 
Trigger
 
Event
 
in
 
respect
 
of
 
which
 
the
 
relevant
 
Trigger
 
Event
Notice
 
is
 
a
 
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
a
 
Viability
 
Event
 
that
 
occurs
 
on
 
or
 
after
 
a
Conversion Capital Availability
 
Event.
"
Conversion
 
Price
" means
 
USD 22.37,
 
subject to
 
any adjustment
 
in accordance
 
with clause
 
(d)
of Condition 9 (
Conversion
).
"
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 (d)(i)(D) of Condition 9 (
Conversion
),
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
exhibit417p5i0
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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
(d)(i)(D) of
 
Condition 9
 
(
Conversion
), 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 (d)(i)(D)
 
of
Condition
 
9
 
(
Conversion
),
 
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:
 
"
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;
"
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.
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"
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 from time to time.
"
Definitive Certificate
" has the meaning assigned
 
to such term in subclause
 
(c)(i) of Condition 2
(
Amount, Denomination and Form
).
"
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.
"
Euroclear
" means Euroclear Bank SA/NV.
"
Event of Default
" has the meaning assigned to
 
such term in clause (a) of Condition 13 (
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 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 (b)(i) of Condition 7 (
Trigger Event and Viability
 
Event
).
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"
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.
"
FBA
" means
 
the Swiss
 
Federal Act
 
on Banks
 
and Savings
 
Institutions of
 
8 November
 
1934, as
amended from time to time.
"
Final Cancellation Date
" means the date specified in the Trigger Event Conversion Notice or
 
a
Viability Event Conversion 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 13 November 2033.
"
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
 
may
 
be
 
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 9.250 per cent. per annum.
"
Former
 
Residence
" has
 
the meaning assigned
 
to such term
 
in subclause
 
(a)(v) of
 
Condition 16
(
Issuer Substitution
).
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"
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.
"
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
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
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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 (b)(ii) of Condition 7 (
Trigger Event and Viability
 
Event
).
"
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.
"
Independent
 
Adviser
" means
 
an independent
 
financial institution
 
of international
 
repute or
 
an
independent
 
adviser
 
of
 
recognised
 
standing
 
and
 
expertise,
 
in
 
either
 
case,
 
appointed
 
by
 
UBS
Group AG
 
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.
"
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 (a)(ii) of Condition
 
5
(
Interest
).
"
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 13 November 2023.
"
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 4.758 per cent. per annum.
"
Minimum Conversion Capital Availability
 
Amount
" has the meaning given to it in clause (f)
of Condition 7 (
Trigger Event and Viability
 
Event
).
"
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.
10272790607-v17
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"
New
 
Conversion
 
Condition
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(e)(v)
 
of
Condition 9 (
Conversion
).
"
New
 
Conversion
 
Condition
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (e)(v) of Condition 9 (
Conversion
).
"
New Conversion Price
" has the meaning assigned
 
to such term in subclause (e)(v) of
 
Condition
9 (
Conversion
).
"
New
 
Residence
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(a)(v)
 
of
 
Condition
 
16
(
Issuer Substitution
).
"
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 (e)(v) of
Condition 9 (
Conversion
).
"
Notes
" means
 
the USD
 
1,750,000,000 9.250
 
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
 
clause
 
(h)
 
of
 
Condition
 
9
(
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 (b)(i)
 
of
Condition 7 (
Trigger Event and
 
Viability Event
).
"
Other Tier 1 Contingent Convertible Capital Note
" has the meaning given to it in clause (f)
of Condition 7 (
Trigger Event and Viability
 
Event
).
"
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
 
10
(
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
10272790607-v17
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Ordinary
 
Shares
 
(or
 
securities
 
convertible
 
into,
 
or
 
exercisable
 
for,
 
Ordinary
Shares) as
 
consideration for
 
an acquisition
 
consummated by any
 
member of
 
the
Group;
(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 (e)(v) of
Condition 9 (
Conversion
).
"
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
 
from
 
time
 
to
 
time,
 
or
 
pursuant
 
to
 
and
 
in
compliance with any successor circular or regulation applicable to the Group
 
Holding Company,
10272790607-v17
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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.
"
QIB
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(b)(i)
 
of
 
Condition
 
2
 
(
Amount,
Denomination and Form
).
"
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
 
(e)(i)
 
of
 
Condition
 
6
(
Redemption and Purchase
).
"
Redemption
 
Notice
" has
 
the meaning
 
assigned to
 
such term
 
in subclause
 
(e)(i) of
 
Condition 6
(
Redemption and Purchase
).
"
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
 
(b)(i) of
Condition 2 (
Amount, Denomination and Form
).
"
Regulatory
 
Event
" has
 
the meaning
 
assigned
 
to such
 
term in
 
subclause
 
(d)(ii) of
 
Condition
 
6
(
Redemption and Purchase
).
"
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.
"
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 (e)(v) of Condition 9
(
Conversion
).
"
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 (e)(v) of Condition 9
(
Conversion
).
10272790607-v17
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"
Relevant Stock
 
Exchange
" means the
 
New York
 
Stock Exchange or,
 
if at the relevant
 
time the
Ordinary
 
Shares
 
are
 
not
 
at
 
that
 
time
 
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).
"
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
 
Call
 
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
 
clause
 
(b)
 
of
 
Condition
 
5
(
Interest
).
"
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 Treasury Yield
 
in relation to such Reset Interest Period.
"
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
 
(b)(i) of
 
Condition 2
 
(
Amount,
Denomination and Form
).
"
Rule
 
144A
 
Global
 
Certificate
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(b)(i)
 
of
Condition 2 (
Amount, Denomination and Form
).
"
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.
10272790607-v17
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"
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 Conversion
 
Notice or
 
Viability
 
Event
 
Conversion
 
Notice,
as applicable) on or before the Settlement Notice Cut-off Date,
(i)
if the Trigger
 
Event Conversion 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 Conversion
 
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
 
Conversion
 
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
(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
 
Conversion
 
Notice
 
or
 
Viability
 
Event
 
Conversion
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 9 (
Conversion
) to such Holder.
"
Settlement
 
Notice
 
Cut-off
 
Date
"
 
means
 
the
 
date
 
specified
 
as
 
such
 
in
 
the
 
Trigger
 
Event
Conversion Notice or the Viability
 
Event Conversion 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 clause (h) of Condition 9
(
Conversion
).
"
Settlement Shares Offer Agent
" has the meaning given to it in clause (h) of Condition 9
(
Conversion
).
"
Settlement Shares Settlement Notice
" has the meaning given to it in clause (j) of Condition 9
(
Conversion
).
"
Share
 
Creation
 
Date
"
 
means,
 
in
 
relation
 
to
 
Ordinary
 
Shares
 
to
 
be
 
issued
 
and
 
delivered
 
on
Conversion,
 
the
 
date
 
falling
 
after
 
the
 
relevant
 
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
Viability
Event Conversion
 
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.
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"
SIX SIS
" means SIX SIS Ltd and any successor thereto.
"
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,
 
17th Floor,
Mail Stop: NYC01-1710, 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
 
15
 
(
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
 
applicable Trigger
 
Event
 
Conversion
 
Notice or
Viability Event Conversion
 
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 15 (
Notices
).
"
Substitute Issuer
" has
 
the meaning
 
assigned to
 
such term in
 
clause (a)
 
of Condition
 
16 (
Issuer
Substitution
).
"
Substitution
 
Documents
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(a)(iv)
 
of
Condition 16 (
Issuer Substitution
).
"
Substitution
 
or
 
Amendment
 
Effective
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
subclause (b)(iii) of Condition 14 (
Meeting of Holders; Substitution and Amendment
).
"
Suspension
 
Date
"
 
means
 
the
 
date
 
specified
 
in
 
the
 
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
the
Viability Event Conversion
 
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
 
Conversion Notice
 
specifies
that the Issuer will appoint 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
 
clause
 
(j)
 
of
 
Condition
 
9
 
(
Conversion
)
 
only,
 
if
 
the
 
date
 
on
 
which
 
the
Depositary actually suspends
 
such clearance and
 
settlement is different
 
from the date
 
specified in
the
 
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
the
 
Viability
 
Event
 
Conversion
 
Notice,
 
as
 
applicable,
then
 
"Suspension
 
Date"
 
will
 
mean
 
the
 
date
 
on
 
which
 
the
 
Depositary
 
actually
 
suspends
 
such
clearance and settlement.
"
Swiss
 
Code
" means
 
the Swiss
 
Code of
 
Obligations of
 
30 March
 
1911,
 
as amended
 
from time
 
to
time.
"
Swiss Paying
 
Agent
" has the meaning
 
assigned to such term
 
in subclause (c)(i) of
 
Condition 10
(
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
 
FBA 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
 
(c)(ii)
 
of
 
Condition
 
6
(
Redemption and Purchase
).
"
Tax Jurisdiction
" means Switzerland.
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"
Taxes
" has the meaning assigned to such term in clause (a) of Condition 11
 
(
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.
"
Treasury Yield
" means, in relation to any Reset Interest Period,
(a)
the rate
 
per annum
 
equal to
 
the semi-annual
 
equivalent yield
 
to maturity,
 
that represents
the average
 
of such
 
yield to
 
maturity for
 
the five
 
consecutive New
 
York
 
Business Days
ending
 
on
 
and
 
including
 
the
 
applicable
 
Reset
 
Determination
 
Date,
 
for
 
a
 
five-year
maturity,
 
appearing under
 
the caption
 
"Treasury
 
constant maturities"
 
in the
 
most recent
H.15; or
(b)
if
 
the
 
Treasury
 
Yield
 
for
 
such
 
Interest
 
Reset
 
Period
 
cannot
 
be
 
determined
 
pursuant
 
to
clause (a) above, the rate per annum equal to the semi-annual equivalent yield to maturity
determined
 
by interpolation
 
between the
 
most recent
 
average of
 
such yield
 
to maturity,
such average
 
to be determined
 
for the five
 
consecutive New York
 
Business Days ending
on and including the
 
applicable Reset Determination Date,
 
for two series of US
 
Treasury
securities trading in
 
the public securities market,
 
(i) one maturing
 
as close as possible
 
to,
but earlier
 
than, the
 
first Reset
 
Date following
 
the next
 
succeeding Reset
 
Determination
Date, and (ii) the other maturing as close as possible to, but later than, the first Reset Date
following the next succeeding Reset Determination Date; or
(c)
if
 
the
 
Treasury
 
Yield
 
for
 
such
 
Interest
 
Reset
 
Period
 
cannot
 
be
 
determined
 
pursuant
 
to
clause (b) above, the rate per annum equal to the semi-annual equivalent yield to maturity
for
 
a
 
five-year
 
maturity
 
for
 
the
 
last
 
available
 
date
 
preceding
 
the
 
applicable
 
Reset
Determination
 
Date,
 
appearing
 
under
 
the
 
caption
 
"Treasury
 
constant
 
maturities"
 
in
 
the
H.15 that
 
has been
 
most recently
 
published
 
prior to
 
the applicable
 
Reset Determination
Date,
in each case, as determined by the Calculation Agent on the applicable Reset Determination Date.
For purposes
 
of this definition,
 
(i) "
H.15
" means the
 
statistical release designated
 
as such, or
 
any
successor publication,
 
published by the
 
Board of Governors
 
of the United
 
States Federal Reserve
System (or
 
any successor
 
publication that
 
is published
 
by the
 
Board of
 
Governors of
 
the United
States
 
Federal
 
Reserve
 
System
 
and
 
that
 
establishes
 
yields
 
on
 
actively
 
traded
 
US
 
Treasury
securities adjusted
 
to constant
 
maturity
 
under the
 
caption "Treasury
 
constant maturities"
 
for
 
the
maturity
 
of
 
five
 
years),
 
and
 
(ii)
 
"
most
 
recent
 
H.15
"
 
means,
 
in
 
respect
 
of
 
any
 
Reset
 
Interest
Period,
 
the
 
H.15
 
published
 
closest
 
in
 
time
 
but
 
prior
 
to
 
the
 
close
 
of
 
business
 
on
 
the
 
second
Business
 
Day
 
prior
 
to
 
the
 
applicable
 
Reset
 
Date.
 
For
 
purposes
 
of
 
clause
 
(b)
 
of
 
this
 
definition
only,
 
"
semi-annual
 
equivalent
 
yield
 
to
 
maturity
"
 
means,
 
for
 
securities
 
with
 
two
 
interest
payments
 
per
 
year,
 
the
 
annualised
 
yield
 
to
 
maturity
 
of
 
such
 
interest
 
payments,
 
such
 
annualised
yield to be calculated in accordance with standard market practice.
"
Trigger
 
Breach
 
Determination
 
Date
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
(b)(i) of Condition 7 (
Trigger Event and Viability
 
Event
).
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"
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
 
(a)(ii)
 
of
 
Condition
 
7
(
Trigger Event and Viability
 
Event
).
"
Trigger Event Conversion
 
Date
" has the meaning assigned to such term in subclause (b)(i) of
Condition 7 (
Trigger Event and Viability
 
Event
).
"
Trigger
 
Event
 
Conversion
 
Notice
"
 
means
 
a
 
Trigger
 
Event
 
Notice
 
given
 
on
 
or
 
after
 
the
occurrence of a Conversion Capital Availability
 
Event.
"
Trigger
 
Event Notice
" has the meaning assigned to such term in subclause (b)(i) of
 
Condition 7
(
Trigger Event and Viability
 
Event
).
"
Trigger
 
Event Notice Date
" means an Ordinary Trigger
 
Event Notice Date or an
 
Extraordinary
Trigger Event Notice Date, as the case may be.
"
Trigger
 
Event Write-down
 
Date
" has the meaning
 
assigned to such term
 
in subclause (b)(i) of
Condition 7 (
Trigger Event and Viability
 
Event
).
"
Trigger
 
Event
 
Write-down
 
Notice
"
 
means
 
a
 
Trigger
 
Event
 
Notice
 
given
 
prior
 
to
 
the
occurrence of a Conversion Capital Availability
 
Event.
"
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
 
from time
 
to
time.
"
US Investment
 
Company
 
Act
" means
 
the US
 
Investment Company
 
Act of
 
1940, as
 
amended
from time to time.
"
US Securities Act
" means the US Securities Act of 1933, as 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.
"
Viability
 
Event
"
 
has
 
the
 
meaning
 
assigned
 
to
 
such
 
term
 
in
 
subclause
 
(c)(ii)
 
of
 
Condition
 
7
(
Trigger Event and Viability
 
Event
).
"
Viability
 
Event
 
Conversion
 
Date
" has
 
the meaning
 
assigned to
 
such term
 
in subclause
 
(c)(i) of
Condition 7 (
Trigger Event and Viability
 
Event
).
"
Viability
 
Event
 
Conversion
 
Notice
"
 
means
 
a
 
Viability
 
Event
 
Notice
 
in
 
respect
 
of
 
which
 
the
Viability
 
Event
 
has
 
occurred
 
on
 
or
 
after
 
the
 
occurrence
 
of
 
a
 
Conversion
 
Capital
 
Availability
Event.
"
Viability
 
Event Notice
" has the meaning
 
assigned to such
 
term in subclause
 
(c)(i) of Condition
7 (
Trigger Event and Viability
 
Event
).
"
Viability Event
 
Write-down Date
" has the meaning assigned to such term in subclause (c)(i) of
Condition 7 (
Trigger Event and Viability
 
Event
).
Viability
 
Event
 
Write-down
 
Notice
"
 
means
 
a
 
Viability
 
Event
 
Notice
 
in
 
respect
 
of
 
which
 
the
Viability Event has occurred
 
prior to the occurrence of a Conversion Capital Availability
 
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
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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.
"
Write-down
 
Date
" means,
 
with respect
 
to any
 
Contingent Write
 
-down, the
 
Trigger
 
Event Write-
down Date or Viability Event Write
 
-down Date, as applicable.
2.
AMOUNT, DENOMINATION
 
AND FORM
(a)
Amount and denomination
The
 
initial
 
aggregate
 
principal
 
amount
 
of
 
the
 
Notes
 
will
 
be
 
USD
 
1,750,000,000.
 
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
 
principal
 
amount
 
of
 
the
 
Notes
 
may
 
be
written
 
down
 
in
 
the
 
circumstances
 
and
 
in
 
the
 
manner
 
described
 
in
 
Condition
 
8
(
Contingent
 
Write-down
).
 
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.
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(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 Conversion
 
Event in
 
accordance with
 
clause (j)
 
of Condition
 
9 (
Conversion
)),
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
 
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)
 
of this
 
clause (c),
 
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
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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
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
 
Conditions
 
3(b)
 
and
 
3(c),
 
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
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(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
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) of this Condition 3(b).
(c)
Transfer of Notes represented
 
by a Definitive Certificate
(i)
If and when
 
Definitive Certificates have
 
been issued pursuant
 
to Condition 2(c),
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)
 
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
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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.
(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 (x) prior
 
to the occurrence
 
of a Conversion
 
Capital
Availability
 
Event,
 
or
 
(y)
 
on
 
or
 
after
 
the
 
occurrence
 
of
 
a
 
Conversion
Capital
 
Availability
 
Event
 
but prior
 
to
 
the occurrence
 
of
 
a Conversion
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 Conversion 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
9 (
Conversion
) will rank as set forth in subclause (ii) below; or
(ii)
if such
 
event occurs
 
on or
 
after the
 
occurrence of
 
a Conversion
 
Event,
the rights
 
and claims
 
of the
 
Holders against
 
the Issuer
 
in respect
 
of the
delivery of Ordinary
10272790607-v17
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Shares in accordance with Condition 9 (
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 Contingent Write-down or 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
 
13 (
Events of Default
) or in
relation
 
to
 
the
 
occurrence
 
of
 
any
 
other
 
Event
 
of
 
Default)
 
will
 
be
 
subject
 
to,
 
and
superseded
 
by,
 
Condition
 
8 (
Contingent
 
Write-down
)
 
and Condition
 
9 (
Conversion
), as
applicable,
 
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 (
Contingent
 
Write-down
) and
 
Condition 9
 
(
Conversion
)
and clause (g)
 
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 Call
Date,
 
at
 
the
 
Fixed
 
Interest
 
Rate,
 
and
 
(B)
 
thereafter,
 
at
 
the
 
applicable
 
Reset
Interest Rate.
(ii)
Subject to
 
Condition
 
8 (
Contingent
 
Write-down
) and
 
Condition 9
 
(
Conversion
)
and
 
clause
 
(h)
 
of
 
this Condition
 
5,
 
interest
 
on
 
the
 
Notes
 
will be
 
payable
 
semi-
annually in arrear
 
on 13 May and
 
13 November of each
 
year (each, an "
Interest
Payment Date
"), commencing on 13 May 2024.
(b)
Determination
 
of
 
the
 
Treasury
 
Yield,
the
Reset
 
Interest
 
Rate
 
and
the
Reset
 
Interest
Amount
 
in relation to each Reset Interest Period
With
 
respect
 
to
 
each
 
Reset
 
Interest
 
Period,
 
the
 
Calculation
 
Agent
 
will,
 
as
 
soon
 
as
practicable
 
on
 
the
 
Reset
 
Determination
 
Date
 
in
 
relation
 
to
 
such
 
Reset
 
Interest
 
Period,
determine
 
the Treasury
 
Yield
 
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)
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 15 (
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
 
15
 
(
Notices
)
 
no
later than two Business Days prior to such Redemption Date.
10272790607-v17
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(d)
Calculation of amount of interest payable per Calculation Amount
Subject to
 
Condition 8
 
(
Contingent Write
 
-down
) and
 
Condition 9
 
(
Conversion
) and
 
clause
(h) of this Condition 5:
(i)
the amount of interest payable per Calculation Amount on each Interest Payment
Date
 
to
 
(and
 
including)
 
the
 
First
 
Call
 
Date
 
in
 
respect
 
of
 
the
 
Notes
 
will
 
be
USD 46.25; 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).
(e)
Calculation of amount of interest payable per Note
Subject
 
to
 
Condition
 
8
 
(
Contingent
 
Write-down
)
 
and
 
Condition
 
9
 
(
Conversion
)
 
and
clause (h) 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.
(f)
Notifications, etc. to be final
All
 
notifications,
 
opinions,
 
determinations,
 
certificates,
 
calculations,
 
quotations
 
and
decisions
 
given,
 
expressed,
 
made
 
or obtained
 
by the
 
Calculation
 
Agent
 
for
 
purposes of
this Condition
 
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
 
Calculation
Agent
 
in
 
connection
 
with
 
the
 
exercise
 
or
 
non-exercise
 
by
 
the
 
Calculation
 
Agent
 
of
 
its
powers, duties and discretions under this Condition 5.
(g)
Accrual of interest in the case of redemption or a Trigger
 
Event or a Viability Event
(i)
Subject to
 
Condition 8
 
(
Contingent Write
 
-down
) and
 
Condition 9
 
(
Conversion
),
if the
 
Notes are
 
to be
 
redeemed pursuant
 
to clause
 
(b), (c)
 
or (d)
 
of Condition
 
6
(
Redemption and
 
Purchase
), 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.
(h)
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 (h)(i) is without prejudice to the provisions of
10272790607-v17
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subclause (h)(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 (h)(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:
(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
 
15 (
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 (h)(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 (h)(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 (h)(i) or subclause (h)(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
10272790607-v17
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(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
 
will not constitute
 
a default
for any purpose (including, without limitation,
 
Condition 13 (
Events of Default
))
on
 
the
 
part
 
of
 
the
 
Issuer.
 
Any
 
interest
 
payment
 
not
 
paid
 
by
 
virtue
 
of
 
this
Condition
 
5(h)
 
will
 
not
 
accumulate
 
or
 
be
 
payable
 
at
 
any
 
time
 
thereafter,
 
and
Holders will have no right thereto.
(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
 
(h)(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
 
15 (
Notices
) as
 
soon as
 
practicable
 
after
such
 
determination
 
stating
 
that the
 
Issuer
 
may
 
no longer
 
exercise
 
its discretion
pursuant to
 
subclause (h)(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
 
9
(
Conversion
))
 
or
 
purchased
 
and
 
cancelled
 
in
 
accordance
 
with
 
this
 
Condition
 
6
 
and
subject to Condition 8 (
Contingent Write-down
) and Condition 9 (
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,
 
on
 
the
 
First
 
Call
 
Date
 
or
 
any
 
Interest
Payment
 
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
10272790607-v17
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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.
(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 15
 
and not more
than
 
60
 
days'
 
prior
 
notice
 
in
 
accordance
 
with
 
Condition
 
15
 
(
Notices
)
 
(a
"Redemption
 
Notice"), which
 
notice shall,
 
subject to
 
subclauses (ii)
 
and (iii)
 
of
this
 
clause
 
(e),
 
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 (e)(i)
 
of
 
this Condition
 
6,
 
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
10272790607-v17
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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
 
or
 
by
 
way
 
of
 
Conversion
pursuant
 
to
 
Condition
 
9
 
(
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
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)
if such Trigger Event occurs prior to the occurrence of
 
a Conversion
Capital Availability Event,
 
a Contingent Write-down will occur on the
applicable Trigger Event Write
 
-down Date in accordance with Condition
8 (
Contingent Write-down
); or
(B)
if such Trigger Event occurs on or after the occurrence
 
of a Conversion
Capital Availability Event,
 
a Conversion will occur on the applicable
Trigger Event Conversion Date in accordance with
 
Condition 9
(
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
 
15
 
(
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:
10272790607-v17
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(A)
if
 
such
 
Trigger
 
Event
 
Notice
 
is
 
given
 
prior
 
to
 
the
 
occurrence
 
of
 
a
Conversion
 
Capital
 
Availability
 
Event
 
(1)
 
state
 
that
 
the
 
Trigger
 
CET1
Ratio as of such Publication Date
 
is less than the Threshold Ratio, and
 
a
Contingent
 
Write-down
 
will
 
take
 
place,
 
and
 
(2)
 
specify
 
the
 
date
 
on
which
 
the
 
Contingent
 
Write-down
 
will
 
take
 
place,
 
which
 
date
 
shall,
subject
 
to
 
postponement
 
pursuant
 
to
 
subclause
 
(ii)
 
of
 
this
 
Condition
7(b), be no later than 10 Business Days after the date
 
of such notice (the
"
Trigger Event Write
 
-down Date
"); or
(B)
if
 
such
 
Trigger
 
Event
 
Notice
 
is
 
given
 
on
 
or
 
after
 
the
 
occurrence
 
of
 
a
Conversion
 
Capital Availability
 
Event, (1)
 
state that
 
the Trigger
 
CET1
Ratio as of such Publication
 
Date is less than the Threshold Ratio,
 
and a
Conversion
 
will
 
take
 
place,
 
(2)
 
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
"),
 
(3)
 
specify
 
the
 
Conversion
 
Price
 
in
 
effect
 
on
 
the
date
 
of
 
such
 
Trigger
 
Event
 
Notice,
 
and
 
(4)
 
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
 
(h)(i) of
 
Condition 9
 
(
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).
(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
 
Write-
down Date
 
or the
 
Trigger Event
 
Conversion Date,
 
as applicable,
 
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 Write-
down
 
Date
 
or
 
the
 
Trigger
 
Event
 
Conversion
 
Date,
 
as
 
applicable,
 
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
 
Write-down
 
Date
 
or
 
the
Trigger
 
Event Conversion
 
Date, as
 
applicable, 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
 
Contingent
 
Write-down
 
or
 
a
 
Conversion,
 
as
 
applicable,
 
is
 
not
10272790607-v17
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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 15 (
Notices
), which notice
 
shall state that no
 
Contingent Write-down
 
or
Conversion,
 
as
 
applicable,
 
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 15
 
(
Notices
) within three
 
days of the
 
date
on which such Viability Event occurred,
 
which notice shall:
(1)
if
 
such
 
Viability
 
Event
 
occurs
 
prior
 
to
 
the
 
occurrence
 
of
 
a
Conversion Capital
 
Availability
 
Event, (x) state
 
that a Viability
Event has occurred and a Contingent Write-down will take
 
place
and
 
(y)
 
specify
 
the
 
date
 
on
 
which
 
the
 
Contingent
 
Write-down
will
 
take
 
place,
 
which
 
date
 
shall
 
be
 
no
 
later
 
than
 
10
 
Business
Days
 
after
 
the
 
date
 
of
 
such
 
notice
 
(such
 
specified
 
date,
 
the
"
Viability Event Write-down Date
"); or
(2)
if
 
such
 
Viability
 
Event
 
occurs
 
on
 
or
 
after
 
the
 
occurrence
 
of
 
a
Conversion Capital Availability
 
Event, (w) state that a Viability
Event has occurred and a Conversion will take place, (x) 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
"),
 
(y) specify
 
the Conversion
 
Price
 
in effect
on the
 
date of
 
such Viability
 
Event
 
Notice, and
 
(z) 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
 
(h)(i)
 
of
 
Condition
 
9
 
(
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)
if
 
such
 
Viability
 
Event
 
occurs prior
 
to the
 
occurrence
 
of a
 
Conversion
Capital Availability
 
Event,
 
a Contingent
 
Write-down
 
will occur
 
on the
applicable Viability
 
Event Write-down
 
Date in
 
accordance Condition
 
8
(
Contingent Write-down
); or
(C)
if such Viability Event occurs on or after the occurrence of a Conversion
Capital
 
Availability
 
Event,
 
a
 
Conversion
 
will
 
occur
 
on
 
the
 
applicable
Viability
 
Event
 
Conversion
 
Date
 
in
 
accordance
 
with
 
Condition
 
9
(
Conversion
).
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(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) of this clause (d) 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
 
a Regulatory
Event, then
 
the Issuer
 
shall give
 
notice to
 
the Holders
 
in accordance
 
with Condition
 
15
(
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.
(f)
Conversion Capital Availability Event
(i)
A "
Conversion Capital Availability
 
Event
" will have occurred on the first date
after
 
the
 
Issue
 
Date
 
on
 
which
 
an
 
amendment
 
to
 
the
 
Articles
 
of
 
Association
 
is
registered
 
in
 
the
 
main
 
register
 
(
Hauptregister
)
 
of
 
the
 
Commercial
 
Register
(
Handelsregister
)
 
of
 
the
 
Canton
 
of
 
Zurich
 
as a
 
result
 
of
 
which
 
the
 
Conversion
Capital provided for
 
in the Articles
 
of Association meets
 
or exceeds the
 
Minimum
10272790607-v17
94
70-41061831
Conversion
 
Capital
 
Availability
 
Amount.
 
For
 
purposes
 
of
 
these
 
Terms
 
and
Conditions, a Conversion Capital Availability
 
Event may occur only once.
For purposes of the definition of
 
Conversion Capital Availability Event:
"
Articles of Association
" means, at
 
any time, the
 
articles of association
 
(
Statuten
)
of UBS Group AG in effect at such time.
"
Minimum Conversion
 
Capital Availability
 
Amount
" means, at any time,
 
the
amount of Conversion
 
Capital that UBS
 
Group AG would
 
require in order
 
for it
to create and issue:
(A)
the number of Ordinary Shares into which the
 
Notes outstanding at such
time would be
 
converted if they were
 
to be converted
 
at the Conversion
Price in effect at
 
such time and
 
otherwise in accordance with
 
these Terms
and Conditions; and
(B)
if any Other Tier 1 Contingent
 
Convertible Capital Notes are outstanding
at such time,
 
the number of
 
Ordinary Shares into which
 
such Other Tier 1
Contingent
 
Convertible
 
Capital Notes
 
would be
 
converted if
 
they were
to
 
be
 
converted
 
at
 
the
 
conversion
 
price
 
then
 
in
 
effect
 
pursuant
 
to,
 
and
otherwise in accordance with, their respective terms at such time,
in each case, out of such Conversion Capital.
"
Other
 
Tier
 
1
 
Contingent
 
Convertible
 
Capital
 
Note
"
 
means
 
a
 
capital
instrument (other than the Notes) that:
(A)
is
 
eligible
 
in
 
full
 
to
 
be
 
(A) treated
 
as
 
Additional
 
Tier 1
 
Capital
 
and
(B) 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:
(x)
converted into Ordinary Shares; or
(y)
after
 
a
 
Conversion
 
Capital
 
Availability
 
Event
 
(or
 
equivalent
event
 
described
 
in
 
the
 
terms
 
and
 
conditions
 
thereof)
 
occurs,
converted into Ordinary Shares,
in either case,
 
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.
(ii)
If
 
a
 
Conversion
 
Capital
 
Availability
 
Event
 
occurs
 
at
 
any
 
time
 
on
 
or
 
prior
 
to
 
a
Trigger
 
Event
 
or
 
a
 
Viability
 
Event,
 
the
 
Issuer
 
shall
 
as
 
soon
 
as
 
practicable
thereafter deliver to the
 
Fiscal Agent and
 
the Settlement Agent a
 
certificate signed
by
 
the
 
Authorised
 
Signatories
 
and
 
notice
 
to
 
the
 
Holders
 
in
 
accordance
 
with
Condition 15 (
Notices
), in each
 
case stating that
 
a Conversion Capital
 
Availability
Event has occurred and the date on which it occurred.
8.
CONTINGENT WRITE-DOWN
If the Issuer has
 
given a Trigger Event Write-down Notice
 
or a Viability Event Write-down Notice
in accordance with Condition 7 (
Trigger Event and Viability
 
Event
), then on the relevant Write-
down Date:
(a)
the full principal amount of, and any
 
accrued and unpaid interest (whether or
 
not due and
payable)
 
on,
 
each
 
Note
 
will
 
automatically
 
be
 
written
 
down
 
to
 
zero,
 
the
 
Notes
 
will
 
be
cancelled
 
and
 
all
 
references
 
to
 
the
 
principal
 
amount
 
of
 
the
 
Notes
 
in
 
these
 
Terms
 
and
Conditions will be construed accordingly;
10272790607-v17
95
70-41061831
(b)
the
 
Holders
 
will
 
be
 
automatically
 
deemed
 
to
 
have
 
irrevocably
 
waived
 
their
 
right
 
to
receive, and
 
will no
 
longer have
 
any rights
 
against the
 
Issuer with
 
respect to,
 
repayment
of the aggregate principal amount of, and payment of any
 
accrued and unpaid interest on,
the
 
Notes
 
written
 
down
 
pursuant
 
to
 
subclause
 
(a)
 
of
 
this
 
Condition
 
8
 
(
bedingter
Forderungsverzicht
); and
(c)
all
 
rights
 
of
 
any
 
Holder
 
for
 
payment
 
of
 
any
 
amounts
 
under
 
or
 
in
 
respect
 
of
 
the
 
Notes
(including,
 
without
 
limitation,
 
any
 
amounts
 
arising
 
as
 
a
 
result
 
of,
 
or
 
due
 
and
 
payable
upon the
 
occurrence of,
 
an Event
 
of Default)
 
will become
 
null and
 
void, irrespective
 
of
whether
 
such
 
amounts
 
have
 
become
 
due
 
and
 
payable
 
prior
 
to
 
the
 
date
 
of
 
the
 
relevant
Trigger
 
Event Notice
 
or Viability
 
Event Notice,
 
as the
 
case may
 
be, or
 
the Write
 
-down
Date.
9.
CONVERSION
(a)
Conversion upon a Trigger Event or a Viability Event
If the Issuer has
 
given a Trigger Event
 
Conversion Notice or a
 
Viability Event Conversion
Notice in accordance with Condition 7 (
Trigger Event and Viability
 
Event
), then:
(i)
each Note shall,
 
subject to and as
 
provided in this
 
Condition 9, 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 9,
 
any cash amounts to which such
Holders are entitled under clause (h) of this Condition 9.
(c)
Conversion Price and determination of number of Ordinary Shares
(i)
Upon the occurrence
 
of a Conversion Event,
 
as at the date
 
on which the
 
relevant
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
Viability
 
Event
 
Conversion
 
Notice
 
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.
exhibit417p34i0
10272790607-v17
96
70-41061831
(ii)
Subject
 
to
 
clause
 
(g)
 
of
 
this
 
Condition
 
9,
 
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
of
 
relevant
 
Trigger
 
Event
 
Conversion
 
Notice
 
or
 
Viability
 
Event
 
Conversion
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
 
Conversion
 
Notice
 
or
 
Viability
Event Conversion 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
 
Conversion
 
Notice
 
or
Viability
 
Event
 
Conversion
 
Notice,
 
as
 
the
 
case
 
may
 
be,
 
in
 
the
 
circumstances
described in clause (d) below.
(d)
Anti-dilution adjustment of the Conversion
 
Price
(i)
Upon the occurrence of
 
any of the
 
events described below after
 
8 November 2023,
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:
exhibit417p34i0 exhibit417p35i0
10272790607-v17
97
70-41061831
 
where:
A
is
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares
 
in
 
issue
immediately before such issue; and
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:
exhibit417p36i0
10272790607-v17
98
70-41061831
where:
A
is the number
 
of Ordinary Shares
 
in issue on the
 
Effective Date;
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,
10272790607-v17
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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, 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
 
9(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 9(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
 
15
(
Notices
).
(ii)
Notwithstanding Condition 9(d)(i):
(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,
10272790607-v17
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that,
 
in
 
the
 
opinion
 
of
 
UBS
 
Group
 
AG,
 
a
 
modification
 
to
 
the
operation of the adjustment provisions set forth in this Condition
9(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
 
9(d)
 
as
 
may
 
be
 
determined
 
by
 
an
Independent Adviser
 
to be
 
in its
 
opinion 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 not
 
being less than the
 
par value of an
 
Ordinary Share
at such time (currently USD 0.10);
(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 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, UBS Group AG may in its sole
 
discretion appoint an Independent
Adviser and,
 
following consultation
 
between UBS
 
Group AG
 
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
 
UBS
 
Group
 
AG
 
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
 
9(d) to
 
the Holders
 
in accordance
 
with Condition
 
15
(
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
10272790607-v17
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in any territory or in connection with fractional entitlements, it is determined not
to make such issue or offer or grant.
(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
 
Conversion
 
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
 
9, 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
 
9 (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
 
9
 
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
 
15
 
(
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 15
 
(
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 clause (e) shall (subject to
the subsequent
 
operation of
 
this clause
 
(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
 
9
 
(
Conversion
),
 
if
 
and
 
when
 
the
 
Issuer
 
gives
 
a
 
Trigger
 
Event
Conversion
 
Notice
 
or
 
a
 
Viability
 
Event
 
Conversion
 
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.
exhibit417p40i0
10272790607-v17
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"
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);
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 9,
 
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 Conversion
 
Event, be
 
convertible into,
 
or exchangeable
 
for,
 
Relevant Shares
 
of
the
 
Approved
 
Entity,
mutatis
 
mutandis
in
 
accordance
 
with,
 
and
 
subject
 
to,
 
this
Condition
 
9
 
(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)
 
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 the
 
Relevant Currency
 
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
 
the
 
Relevant
Currency at
 
the Prevailing
 
Rate on
 
the relevant
 
dealing day)
on each of the five dealing days ending on
10272790607-v17
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the
 
last
 
dealing
 
day
 
prior
 
to
 
the
 
date
 
on
 
which
 
the
 
Relevant
Event occurred.
"
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,
 
on
 
or
 
after
 
the
 
occurrence
 
of
 
a
Conversion
 
Capital
 
Availability
 
Event,
 
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
Conversion Notice
 
or Viability
 
Event Conversion
 
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
10272790607-v17
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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
.
(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 Conversion
 
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) at
 
a net price
 
per Ordinary
 
Share, which,
 
translated into
the
 
Relevant
 
Currency
 
at
 
the
 
Prevailing
 
Rate
 
at
 
the
 
date
 
of
 
the
 
Trigger
 
Event
Conversion
 
Notice, is
 
equal to
 
the Conversion
 
Price in
 
effect on
 
the date
 
of the
Trigger Event
 
Conversion 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
 
Conversion
 
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,
 
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,
in
 
respect
 
of
 
each
 
Ordinary
 
Share
 
to
 
which
 
they
 
were
 
otherwise
 
entitled,
 
cash
proceeds
 
received
 
from
 
the
 
Settlement
 
Shares
 
Offer
 
in
 
an
 
amount
 
equal
 
to
 
the
Conversion
 
Price
 
in
 
effect
 
on
 
the
 
date
 
of
 
the
 
Trigger
 
Event
 
Conversion
 
Notice
(translated,
 
if necessary,
 
into the
 
Relevant Currency
 
at the
 
Prevailing
 
Rate at
 
the
date
 
of
 
the
 
Trigger
 
Event
 
Conversion
 
Notice).
 
If
 
the
 
Settlement
 
Shares
 
Offer
 
is
only partially
 
subscribed by
 
the end
 
of the
 
Offer Settlement
 
Period, Holders
 
shall
in aggregate
 
be entitled
 
to receive
 
on a
pro
 
rata
basis (x)
 
cash proceeds
 
received
from such
 
Settlement Shares
 
Offer in
 
an amount
 
equal to
 
the Conversion
 
Price in
effect on the date of the
 
Trigger Event Conversion
 
Notice (translated, if necessary,
into the
 
Relevant Currency
 
at the Prevailing
 
Rate at
 
the date
 
of the
 
Trigger Event
Conversion
 
Notice)
 
multiplied
 
by
 
the
 
aggregate
 
number
 
of
 
Ordinary
 
Shares sold
on
 
the
 
fifth
 
Business
 
Day
 
after
 
the
 
end
 
of
 
the
 
Offer
 
Settlement
 
Period
 
from
 
the
Settlement
 
Shares
 
Offer
 
Agent,
 
pursuant
 
to
 
the
 
agreement
 
appointing
 
the
Settlement
 
Shares
 
Offer
 
Agent,
 
and
 
rounding
 
the
 
resulting
 
figure
 
to
 
the
 
nearest
sub-unit
 
of
 
the
 
Relevant
 
Currency
 
(one
 
half
 
of
 
any
 
such
 
sub-unit
 
being
 
rounded
upwards),
 
together
 
with
 
(y)
 
the
 
number
 
of
 
Ordinary
 
Shares
 
not
 
subscribed
pursuant to the Settlement Shares Offer 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
10272790607-v17
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Shares
 
within
 
the
 
period
 
specified
 
below
 
from
 
the
 
Settlement
 
Share
 
Depository.
Notwithstanding
 
Condition
 
10
 
(
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 9.
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 9.
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 9, 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
Conversion
 
Notice
 
or
 
Viability
 
Event
 
Conversion
 
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 Conversion Notice
or Viability Event
 
Conversion 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 Conversion Notice
or Viability Event Conversion
 
Notice, as applicable) in accordance with the procedures
10272790607-v17
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described in the relevant
 
Trigger Event Conversion
 
Notice or Viability
 
Event Conversion
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)
 
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
 
9,
 
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.
10272790607-v17
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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.
(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
under these
 
Terms
 
and Conditions,
 
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
 
under
 
these
 
Terms
 
and
Conditions 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 9 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-
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exercise by the Independent Adviser or the Settlement Agent of its powers,
 
duties and
discretions under this Condition 9.
10.
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.
Subject to clause (d) of this Condition 10:
(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, calculation or other 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
 
Treasury Yield
 
or
the Reset Interest Rate
 
or duly calculate the Reset
 
Interest Amount for any
 
Reset
Interest
 
Period
 
or
 
the
 
interest
 
amount
 
payable
 
on
 
the
 
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
,
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however
, that,
 
if the
 
Calculation Agent
 
duly calculates
 
such Reset Interest
 
Rate,
Reset
 
Interest
 
Amount
 
or
 
interest
 
amount
 
payable
 
on
 
the
 
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
 
10, the
 
Issuer may
elect,
 
in
 
its
 
sole
 
discretion
 
and
 
upon
 
notice
 
to
 
the
 
Holders
 
in
 
accordance
 
with
Condition 15
 
(
Notices
), to cancel such termination (and appointment).
(c)
Any
 
appointment
 
or
 
termination
 
of
 
appointment
 
of,
 
or
 
any
 
resignation
 
by,
 
any
 
Agent
(other than the Settlement Agent) may only take effect not more than 45 and not less than
30
 
days
 
after
 
the
 
Issuer
 
has
 
notified
 
the
 
Holders
 
of
 
such
 
appointment,
 
termination
 
or
resignation in accordance with
 
Condition 15 (
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.
(d)
Subject to
 
subclause (c)(i)
 
of this
 
Condition 10,
 
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 15 (
Notices
).
11.
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
 
11
 
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
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(iii)
with respect to
 
any Tax
 
collected pursuant to
 
Sections 1471 through
 
1474 of the
US
 
Internal
 
Revenue
 
Code,
 
as
 
amended
 
(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)
 
of
 
this
 
clause
 
(c)
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 11
and (ii)
 
any sum payable
 
pursuant to an
 
obligation taken
 
in addition to
 
or in substitution
for the obligation in this Condition 11.
12.
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.
13.
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
(
Contingent Write-down
) and Condition 9 (
Conversion
), (i) such payment obligation (and
such payment obligation only) will be immediately deemed a due and payable
 
(
fällige
)
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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 13, 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 13
and subject
 
to Condition
 
8 (
Contingent Write
 
-down
) and
 
Condition 9
 
(
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 13
and subject
 
to Condition
 
8 (
Contingent Write
 
-down
) and
 
Condition 9
 
(
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
 
13
 
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) of this
 
clause (f), pursuant to
 
clause (e) of this
 
Condition 13.
14.
MEETINGS OF HOLDERS; SUBSTITUTION AND AMENDMENT
(a)
Except as otherwise specified in this Condition 14, 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
 
15
 
(
Notices
),
 
which
 
notice
 
will,
subject
 
to
 
subclause (v)
 
of this
 
clause
 
(b), be
 
irrevocable, and
 
state the
 
date on
which
 
such
 
substitution
 
or
 
amendment
 
will
 
be
 
effective
 
(the
 
"
Substitution
 
or
Amendment Effective Date
");
(iv)
prior to the publication of any notice pursuant to subclause (iii) of this clause (b),
the
 
Issuer
 
shall
 
deliver
 
to
 
the
 
Fiscal
 
Agent
 
(A)
 
a
 
certificate
 
signed
 
by
 
the
Authorised
 
Signatories
 
stating
 
that
 
the
 
relevant
 
requirement
 
or
 
circumstance
 
 
 
10272790607-v17
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giving rise to the
 
right to substitute
 
or amend the terms
 
of the Notes,
 
as applicable,
pursuant to this clause (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 clause (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
 
clause (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 14, 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) the provisions of
 
clause (a)
of Condition
 
16 (
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
 
13 (
Events
 
of Default
),
 
and
 
(y) any
 
amendments
 
to
 
reflect UBS
 
Group
 
AG's
guarantee described in subclause (a)(iii)
 
of Condition 16 (
Issuer Substitution
)), or (B) the
provisions of subclause (e)(iii) and/or subclause (e)(i)(B) of Condition 9 (
Conversion
), 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 14 in accordance with Condition 15 (
Notices
), which notice shall state the date
on which such amendment will be effective.
(e)
Any
 
amendment
 
made
 
pursuant
 
to
 
this Condition
 
14
 
will be
 
binding
 
on the
 
Holders
 
in
accordance with its terms.
15.
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.
(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 15; 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.
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16.
ISSUER SUBSTITUTION
(a)
The
 
Issuer
 
(for purposes
 
of
 
this Condition
 
16,
 
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 no
 
more than
 
30 and
 
no less
 
than 10
 
days'
notice to the Holders in accordance with Condition 15 (
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
 
9
 
(
Conversion
),
 
and
 
on
 
the
 
terms
 
whereby
 
subclause
 
(iii)
 
of
Condition 5(h) (
Cancellation of interest; prohibited interest
), subclause (d)(ii)(C)
of Condition
 
9 (
Conversion
), Condition
 
11
 
(
Taxation
), Condition
 
13 (
Events of
Default
) and Condition
 
21 (
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;
(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
 
11 (
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
10272790607-v17
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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
 
16, (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 16,
(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.
17.
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.
18.
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 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
 
18, references
 
in these
 
Terms
 
and Conditions
 
to "
Notes
" include
 
such
further notes, unless the context otherwise requires.
19.
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
10272790607-v17
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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 19,
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
 
19 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.
20.
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.
21.
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.
22.
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.