Additional Tier 1

Conversion upon a Trigger Event or a Viability Event

If the Issuer has given a Trigger Event Notice or a Viability Event Notice in accordance with Condition 7 (Trigger Event and Viability Event), then:

(i) each Note shall, subject to and as provided in this Condition 8, 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.

Conversion Price:

SGD [TBD], subject to adjustment in accordance with Condition 8(d) (Conversion – Anti-dilution adjustment of the Conversion Price).

Trigger Event:

A "Trigger Event" will occur if the Issuer gives the Holders a Trigger Event Notice in accordance with Condition 7(b) (Trigger Event and Viability Event – Trigger Event Notice).

A Trigger Event Notice is required to be given to Holders (within the required notice period) if the Trigger CET1 Ratio as of the relevant Publication Date is less than the Threshold Ratio (i.e., 7.00 per cent.).

Viability Event:

A "Viability Event" will have occurred if prior to an Alternative Loss Absorption Date (if any):

(i)FINMA has notified the Issuer 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

(ii) 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.