Skip to main content

6-K

Credit Suisse AG (GLDI)

6-K 2024-02-06 For: 2023-12-31
View Original
Added on July 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATE

ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

Date: February 6, 2024

UBS Group AG

(Registrant's

Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

UBS AG

(Registrant's

Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

Aeschenvorstadt 1, 4051 Basel, Switzerland

(Address of principal executive offices)

Commission File Number: 1-15060

Credit Suisse AG

(Registrant's

Name)

Paradeplatz 8, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-33434

Indicate by check mark whether the registrants file or will file annual

reports under cover of Form 20-F or Form

40-

F.

Form 20-F

Form 40-F

This Form 6-K

consists of the

Fourth Quarter 2023

Report of UBS

Group AG, which

appears immediately following

this page.

edgarq23ubsgroupagp3i0

UBS

Group

Fourth

quarter

2023

report

Corporate calendar UBS Group AG

Publication of the Annual Report 2023:

Thursday, 28 March 2024

Publication of the Sustainability Report 2023:

Thursday, 28 March 2024

Annual General Meeting 2024:

Wednesday, 24 April 2024

Publication of the first quarter 2024 report:

Tuesday,

7 May 2024

Publication of the second quarter 2024 report:

Wednesday, 31 July 2024

Publication dates of future quarterly and annual reports

and results are made available as

part of the corporate calendar of UBS Group AG at

ubs.com/investors

.

Contacts

Switchboards

For all general inquiries

ubs.com/contact

Zurich +41-44-234 1111

London +44-207-567

8000

New York +1-212-821 3000

Hong Kong +852-2971 8888

Singapore +65-6495 8000

Investor Relations

UBS’s Investor Relations team manages

relationships with institutional investors,

research analysts and credit rating agencies.

ubs.com/investors

Zurich +41-44-234 4100

New York +1-212-882 5734

Media Relations

UBS’s Media Relations team manages

relationships with global media and

journalists.

ubs.com/media

Zurich +41-44-234 8500

[email protected]

London +44-20-7567 4714

[email protected]

New York +1-212-882 5858

[email protected]

Hong Kong +852-2971 8200

[email protected]

Office of the Group Company Secretary

The Group Company Secretary handles

inquiries directed to the Chairman or to

other members of the Board of Directors.

UBS Group AG, Office of the Group

Company Secretary

P.O.

Box, CH-8098 Zurich, Switzerland

[email protected]

Zurich +41-44-235 6652

Shareholder Services

UBS’s Shareholder Services team, a unit

of the Group Company Secretary’s office,

manages relationships with shareholders

and the registration of UBS Group AG

registered shares.

UBS Group AG, Shareholder Services

P.O.

Box, CH-8098 Zurich, Switzerland

[email protected]

Zurich +41-44-235 6652

US Transfer Agent

For global registered share-related

inquiries in the US.

Computershare Trust Company NA

P.O.

Box 43006

Province, RI, 02940 – 3006, USA

Shareholder online inquiries:

www.computershare.com/us/

investor-inquiries

Shareholder website:

computershare.com/investor

Calls from the US

+1-866-305-9566

Calls from outside the US

+1-781-575-2623

TDD for hearing impaired

+1-800-231-5469

TDD for foreign shareholders

+1-201-680-6610

Imprint

Publisher: UBS Group AG, Zurich, Switzerland | ubs.com

Language: English

© UBS 2024. The key symbol and UBS are among

the registered and unregistered

trademarks of UBS. All rights reserved.

1.

UBS

Group

4

Recent developments

9

Group performance

2.

UBS business divisions

and Group Items

20

Global Wealth Management

23

Personal & Corporate Banking

25

Asset Management

27

Investment Bank

29

Non-core and Legacy

30

Group Items

3.

Risk, capital, liquidity and funding,

and balance sheet

32

Risk management and control

38

Capital management

46

Liquidity and funding management

47

Balance sheet and off-balance sheet

49

Share information and earnings per share

4.

Consolidated

financial information

52

UBS Group AG interim consolidated

financial information (unaudited)

Appendix

73

Alternative performance measures

78

Abbreviations frequently used in

our financial reports

80

Information sources

81

Cautionary statement

UBS Group fourth quarter 2023 report

2

Terms used in this report, unless the context requires otherwise

“UBS,” “UBS Group,” “UBS Group

AG consolidated,” “Group,”

“the Group,” “we,” “us”

and “our”

UBS Group AG and its consolidated subsidiaries

“Pre-acquisition UBS”

UBS before the acquisition of the Credit Suisse Group

“UBS AG” and “UBS

AG consolidated”

UBS AG and its consolidated subsidiaries

“Credit Suisse AG” and “Credit

Suisse AG consolidated”

Credit Suisse AG and its consolidated subsidiaries

“Credit Suisse Group“ and “Credit Suisse Group

AG consolidated”

Credit Suisse Group before the acquisition by UBS

”Credit Suisse”

Credit Suisse AG and its consolidated subsidiaries,

Credit Suisse

Services AG, and other small former Credit

Suisse Group entities

now directly held by UBS Group AG

“UBS Group AG” and “UBS

Group AG standalone”

UBS Group AG on a standalone basis

“Credit Suisse Group AG” and

“Credit Suisse Group AG standalone”

Credit Suisse Group AG on a standalone basis

“UBS AG standalone”

UBS AG on a standalone basis

“Credit Suisse AG standalone”

Credit Suisse AG on a standalone basis

“UBS Switzerland AG” and “UBS

Switzerland AG standalone”

UBS Switzerland AG on a standalone basis

“UBS Europe SE consolidated”

UBS Europe SE and its consolidated subsidiaries

“UBS Americas Holding LLC” and

“UBS Americas Holding LLC consolidated”

UBS Americas Holding LLC and its consolidated subsidiaries

“1m”

One million, i.e., 1,000,000

“1bn”

One billion, i.e., 1,000,000,000

“1trn”

One trillion, i.e., 1,000,000,000,000

In this report, unless the context requires otherwise,

references to any gender shall apply to all genders.

Alternative performance measures

An alternative performance measure (an APM) is a financial measure of historical or

future financial performance,

financial position

or cash

flows other

than a

financial measure

defined or

specified in

the applicable

recognized

accounting standards

or

in other

applicable regulations.

We

report

a

number of

APMs

in

the discussion

of

the

financial and

operating performance

of the

Group, our

business divisions

and Group

Items. We

use APMs

to provide

a

more

complete

picture of

our

operating performance

and

to

reflect

management’s view

of

the

fundamental

drivers

of

our

business

results. A

definition

of

each

APM,

the

method

used

to

calculate

it

and

the

information

content are presented

under “Alternative performance measures”

in the

appendix to this

report. Our APMs

may

qualify

as

non-GAAP

measures

as

defined

by

US

Securities

and

Exchange

Commission

(SEC)

regulations.

Our

underlying results are APMs and are non-GAAP

financial measures.

Refer to the “Group performance” section of this report and to “Alternative performance measures” in the

appendix to this report for additional information about underlying results

Comparability

Comparative information in this report is presented

as follows.

Profit and loss information

for the fourth

and third quarters

of 2023 is presented

on a consolidated

basis, including

for each

quarter Credit

Suisse data

for three

months. Information

for the

prior-year quarters

includes pre-acquisition

UBS

data only.

Year-to-date information

for

2023

includes seven

months (from

June

to

December, inclusive)

of

Credit Suisse data. Comparative year-to-date

information for 2022 includes pre-acquisition

UBS data only.

Balance

sheet

information

as

at

31 December

2023

and

30 September

2023

includes

UBS

and

Credit

Suisse

consolidated information.

Prior balance sheet dates reflect pre-acquisition

UBS information only.

UBS Group fourth quarter 2023 report

3

Our key figures

As of or for the quarter ended

As of or for the year ended

USD m, except where indicated

31.12.23

30.9.23

1

31.12.22

31.12.23

31.12.22

Group results

Total revenues

10,855

11,695

8,029

40,834

34,563

Negative goodwill

28,925

Credit loss expense / (release)

136

239

7

1,037

29

Operating expenses

11,470

11,640

6,085

38,806

24,930

Operating profit / (loss) before tax

(751)

(184)

1,937

29,916

9,604

Net profit / (loss) attributable to shareholders

(279)

(715)

1,653

29,027

7,630

Diluted earnings per share (USD)

2

(0.09)

(0.22)

0.50

8.81

2.25

Profitability and growth

3,4,5

Return on equity (%)

(1.3)

(3.3)

11.7

38.6

13.3

Return on tangible equity (%)

(1.4)

(3.6)

13.2

42.6

14.9

Underlying return on tangible equity (%)

4.7

1.5

12.7

4.0

12.8

Return on common equity tier 1 capital (%)

(1.4)

(3.6)

14.7

43.7

17.0

Underlying return on common equity tier 1 capital (%)

4.7

1.4

14.1

4.1

14.6

Return on leverage ratio denominator, gross (%)

2.6

2.8

3.2

2.9

3.3

Cost / income ratio (%)

6

105.7

99.5

75.8

95.0

72.1

Underlying cost / income ratio (%)

6

93.0

89.3

76.4

87.2

74.5

Effective tax rate (%)

n.m.

7

n.m.

7

14.5

2.9

20.2

Net profit growth (%)

n.m.

n.m.

22.6

280.4

2.3

Resources

3

Total assets

1,717,569

1,644,329

1,104,364

1,717,569

1,104,364

Equity attributable to shareholders

87,285

84,926

56,876

87,285

56,876

Common equity tier 1 capital

8

79,263

78,587

45,457

79,263

45,457

Risk-weighted assets

8

546,505

546,491

319,585

546,505

319,585

Common equity tier 1 capital ratio (%)

8

14.5

14.4

14.2

14.5

14.2

Going concern capital ratio (%)

8

17.0

16.8

18.2

17.0

18.2

Total loss-absorbing capacity ratio (%)

8

36.6

35.7

33.0

36.6

33.0

Leverage ratio denominator

8

1,695,403

1,615,817

1,028,461

1,695,403

1,028,461

Common equity tier 1 leverage ratio (%)

8

4.7

4.9

4.4

4.7

4.4

Liquidity coverage ratio (%)

9

215.7

196.5

163.7

215.7

163.7

Net stable funding ratio (%)

124.1

120.7

119.8

124.1

119.8

Other

Invested assets (USD bn)

4,10,11

5,714

5,373

3,981

5,714

3,981

Personnel (full-time equivalents)

112,842

115,981

72,597

112,842

72,597

Market capitalization

2,12

107,355

85,768

65,608

107,355

65,608

Total book value per share (USD)

2

27.20

26.27

18.30

27.20

18.30

Tangible book value per share (USD)

2

24.86

23.96

16.28

24.86

16.28

1 Comparative-period information

has been

revised. Refer

to “Accounting

for the

acquisition of

the Credit

Suisse Group”

in the

“Consolidated financial

information” section

of this

report for

more information.

2 Refer to the “Share information and earnings per

share” section of this report for more information.

3 Refer to the “Recent developments” section of

this report for more information about the updated

targets,

guidance and ambitions.

4 Refer to “Alternative performance measures” in the appendix to this report

for the definition and calculation method.

5 Profit or loss information for each of the fourth quarter of 2023

and the third quarter

of 2023 is

presented on a

consolidated basis,

including for each

quarter Credit Suisse

data for three

months, and

for the purpose

of the calculation

of return measures,

has been annualized

multiplying such by four.

Profit or loss information for 2023 includes seven

months (June to December 2023, inclusive) of

Credit Suisse data for the year-to-date return measure.

6 Negative goodwill is not used in

the calculation as it is presented

in a separate reporting

line and is not part

of total revenues.

7 The effective

tax rate for the

fourth and third quarters

of 2023 is not a

meaningful measure, due

to the distortive

effect of current

unbenefited tax losses

at the former Credit

Suisse entities.

8 Based on the

Swiss systemically relevant

bank framework as

of 1 January 2020.

Refer to the “Capital

management” section of

this

report for more information.

9 The disclosed ratios represent quarterly averages for the quarters presented

and are calculated based on an average of 63 data points in the fourth quarter of 2023, 63 data points in

the third quarter of 2023 and

63 data points in the fourth

quarter of 2022. Refer to the

“Liquidity and funding management” section

of this report for more information.

10 Consists of invested assets for

Global

Wealth Management, Asset Management and Personal

& Corporate Banking. Refer to “Note

31 Invested assets and net new

money” in the “Consolidated financial statements”

section of the Annual Report 2022

for more

information.

11 Starting with

the second

quarter of

2023, invested

assets include

invested assets

from associates

in the

Asset Management

business division,

to better

reflect the

business strategy.

Comparative figures have been restated to reflect this

change.

12 In the second quarter of 2023, the calculation of

market capitalization was amended to

reflect total shares issued multiplied by the share

price at

the end of the period. The calculation was previously based on total

shares outstanding multiplied by the share price at the

end of the period. Market capitalization has been increased by

USD 7.8bn as of 31 December

2022 as a result.

UBS Group fourth quarter 2023 report |

UBS Group | Recent developments

4

UBS Group

Management report

Recent developments

Integration of Credit Suisse

We continue to execute on

our integration plans, working toward

the substantial completion of

the integration by

the end of 2026.

We achieved around

USD 4bn in exit

rate gross cost

savings as of

year-end 2023 compared

to the

full year

2022 for UBS

and the Credit

Suisse Group combined.

Our strategy for

the wind

down of Non-core

and

Legacy led to reductions of USD 6bn in risk-weighted assets (RWA), the three

quarters of which came from active

unwinds, and USD 19bn in LRD in the fourth

quarter.

Legal structure integration

In December 2023, the

Board of Directors of UBS

Group AG (the BoD) approved the

merger of UBS AG and

Credit

Suisse AG, and both entities entered into a

definitive merger agreement. The completion of the merger is

subject

to regulatory

approvals and

is expected

to occur

by the

end of

the second

quarter of

  1. We

also expect

to

complete the

transition to

a single

US intermediate

holding company

in the

second quarter

of 2024

and the

planned

merger of UBS Switzerland AG and Credit Suisse (Schweiz)

AG in the third quarter of 2024.

Completing the mergers

of our significant legal entities is a critical step in enabling us to unlock the next phase of

the cost,

capital and

funding synergies

we expect

to realize

in 2025

and 2026.

These significant-legal-entity

mergers

are

a

pre-requisite

for

the

first

wave

of

client

migrations

and

will

allow

us

to

begin

streamlining

and

decommissioning legacy Credit Suisse platforms

in the second half of 2024.

Updated targets, guidance and ambitions

Based on

our execution

of the

integration of

Credit Suisse

to date

and the

completion of

our business

planning

process, we

have updated

our performance

targets and

capital guidance

for the

Group. We have

also set ambitions

for each of the business divisions that collectively

are building blocks toward achieving our

targets.

We aim to deliver by the end of 2026:

an underlying return on common equity tier

1 capital (RoCET1) of around 15% (exit rate);

an underlying cost / income ratio of less than

70% (exit rate); and

exit rate gross cost savings of approximately USD 13bn

by the end of 2026 compared to full year 2022 for UBS

and Credit Suisse combined. Gross

cost savings will create

capacity to reinvest for growth

and to enhance the

resilience of our infrastructure.

We confirm our capital guidance and aim

to maintain:

a common equity tier 1 (CET1) capital ratio of

around 14%; and

a CET1 leverage ratio of greater than 4.0%

As we

complete the

execution of

the integration,

including cost

and capital

efficiency measures,

we believe

our

scale

and

client

franchises

will

position

us

to

sustainably

deliver

higher

returns.

We

therefore

aim

to

deliver

a

reported RoCET1 of around 18% in 2028.

We expect Group RWA to be around

USD 510bn by the end of 2026, assuming constant

foreign exchange rates,

including an estimated

USD 25bn day-1

increase for

the finalization

of Basel III

in 2025 (of

which USD 10bn

in Non-

core and Legacy) and an increase of around USD 10bn in

our core businesses from the alignment of Credit Suisse

to UBS

risk models.

We expect

to offset

these increases

with RWA

reductions in

Non-core and

Legacy, with

the

remaining portfolio there representing

around 5% of Group RWA

at the end of 2026. We

also expect business-led

actions to optimize

returns on

RWA in our

core businesses

to result in

a further decrease

in RWA around

USD 15bn.

UBS Group fourth quarter 2023 report |

UBS Group | Recent developments

5

Business division ambitions

Our business divisions aim to achieve the following.

Global

Wealth

Management:

surpass

USD

5trn

of

invested

assets

over

the

next

five

years,

with

around

USD 100bn of net new assets annually through 2025 building to around

USD 200bn annually by 2028, and an

underlying cost / income ratio of less than 70%

by the end of 2026 (exit rate).

Personal &

Corporate Banking:

an underlying

cost /

income ratio

of less than

50% by

the end

of 2026 (exit

rate).

Asset Management: an underlying cost

/ income ratio of less than 70% by the end

of 2026 (exit rate).

The Investment Bank: an underlying

return on attributed equity of approximately

15% through the cycle, while

operating with no more than 25% of the

Group’s RWA.

Non-core and Legacy: an

underlying profit-before-tax loss of less

than USD 1bn (exit rate),

underlying costs of

less than USD 1bn (exit rate),

and a share of around 5% of Group RWA, all by

the end of 2026.

Capital returns

For 2023, the

Board of

Directors plans to

propose a

dividend to

UBS Group

AG shareholders

of USD 0.70 per

share.

Subject to

approval at

the Annual

General Meeting,

scheduled for

24 April 2024,

the dividend

will be

paid on

3 May

2024 to shareholders of

record on 2 May 2024. The

ex-dividend date will be 30

April 2024. We remain committed

to progressive increase in dividends

and are accruing for a mid-teens percentage

increase in the dividend per share

for the 2024 financial year.

In 2023, we bought back

USD 1.3bn of shares before

we announced the acquisition

of the Credit Suisse Group.

In

2024, we plan to repurchase

up to USD 1bn of our shares

commencing after the

completion of the merger

of UBS

AG and Credit Suisse AG. Our ambition is for

share repurchases to exceed our pre-acquisition

levels by 2026.

Regulatory and legal developments

Swiss Federal Council adopts amendments

to the Capital Adequacy Ordinance

In November 2023, the

Swiss Federal Council adopted

amendments to the Capital

Adequacy Ordinance (the CAO)

for banks to incorporate the final Basel III standards adopted by the Basel Committee on Banking Supervision (the

BCBS) in

Swiss law.

The

amended CAO

will

enter into

force

on

1 January 2025.

The

final

degree

of alignment

between the Swiss implementation

and those in

other jurisdictions remains still

uncertain at this

stage. Although

EU legislators

target implementation

by January

2025, the

implementation timelines

in the

UK and

the US

have

been delayed until July

  1. The Swiss

Federal Department of

Finance will inform

the Swiss Federal Council

about

the status of

international implementation by the

end of

July 2024,

at the

latest. We

currently estimate

that the

revised Basel III framework

would lead to

a further net

increase in risk-weighted

assets of approximately

USD 25bn,

of which USD 10bn in Non-core and

Legacy. This

estimate is based on static balances,

before taking into account

mitigating actions, as well as not reflecting the impact

of the output floor, which is phased in over time.

Revisions to the Swiss Liquidity Ordinance

The too-big-to-fail (TBTF)

liquidity requirements communicated

by the Swiss

Financial Market

Supervisory Authority

(FINMA) in

the third

quarter of 2023

became effective on

1 January 2024. The

affected legal

entities of the

UBS

Group are compliant with these requirements.

Financial Stability Board updates list of global

systemically important banks

In November 2023, the Financial

Stability Board (the FSB) published

the 2023 list of global

systemically important

banks (G-SIBs).

UBS has been

moved from

Bucket 1 to

Bucket 2,

corresponding to

an increased FSB

common equity

tier 1 capital

surcharge requirement

of 1.5%

from 1.0%,

effective from

1 January 2025.

Credit Suisse

has been

removed from the list. As UBS is subject to higher requirements under the Swiss CAO, the change does not affect

the capital requirements applicable to UBS.

UBS Group fourth quarter 2023 report |

UBS Group | Recent developments

6

Implementation of global minimum taxation

in Switzerland

In

June 2023,

the Swiss

electorate voted

in

favor of

the introduction

of a

minimum corporate

tax rate

of 15%

applicable to companies

with a consolidated

turnover of more

than EUR 750m, as

stipulated by the

Global Anti-

Base

Erosion

Model

Rules

(Pillar

Two)

of

the

Organisation

for

Economic

Co-operation

and

Development.

In

December 2023, the Swiss Federal Council decided on a

partial adoption in Switzerland,

by way of an ordinance,

and, as a result, a

domestic minimum top-up tax regime became effective

from 1 January 2024, ensuring a Swiss

local

minimal tax

burden

of

at

least

15%. Switzerland

will

not

implement any

top-up

tax regime

in

2024 with

respect

to

non-Swiss

taxation

below

15%.

The

Swiss

Federal

Council

will

further

observe

international

developments and

decide at

a later

stage if

and when

any top-up

tax with

respect to

non-Swiss taxation below

15% will

be introduced

in Switzerland. UBS

does not

expect the

implementation of global

minimum taxation in

Switzerland to materially impact its effective tax

rate.

Swiss Federal Council implements statutory

anchoring of stock exchange protective

measures

In November 2023,

the Swiss Federal

Council adopted an

amendment to the

Financial Market Infrastructure

Act

that enacts a measure aimed at protecting the Swiss

stock exchange infrastructure into Swiss law with effect

from

1 January

2024.

This

ruling

followed

the

EU’s

decision

to

withdraw

equivalence

for

the

Swiss

stock

exchange

regulation in

  1. The

protective measure

enables EU

firms to

trade Swiss

shares on

the Swiss

trading venues,

even without EU equivalence. In the event of equivalence recognition by the EU, the measure may

be deactivated

at any time.

Switzerland and the UK sign a mutual recognition

agreement for financial services

In December

2023, the

Swiss Confederation

and the

UK signed

a mutual

recognition agreement

(the MRA)

for

financial services to

facilitate cross-border

financial activities. The

MRA is

supplemented by measures

to enhance

supervisory cooperation and coordination. The MRA envisages a memorandum of understanding between FINMA

and the

Bank of England

on resolution

arrangements,

and it

is expected to

enable Swiss banks

to provide

cross-

border

investment services

to high

net worth

UK-domiciled clients

and

to allow

UK and

Swiss over-the-counter

derivatives counterparties

to choose

whether to

rely on

Swiss or

UK risk

mitigation rules

(except for

physically

settled

foreign

exchange

swaps

and

forwards).

The

agreement

is

expected

to

apply

from

2026,

depending

on

the

completion of parliamentary approval in both countries.

Swiss Federal Council launches a new version

of the Swiss Climate Scores

In December

2023, the

Swiss Federal Council

announced that it

intends to

further improve climate

transparency

for financial products and to further develop the voluntary Swiss Climate Scores (the SCS), which were introduced

in

2022.

The

SCS

provide

investors

with

information about

the

extent

to

which

their

financial

investments are

compatible with climate goals. The updated SCS, which will apply from 1 January 2025, will continue to prescribe

disclosures by financial institutions on climate alignment and climate change mitigation characteristics of financial

products and will

newly prescribe

disclosure of

exposures

to renewable

energy. UBS

has committed

to the voluntary

use of the SCS.

US Federal Deposit Insurance Corporation approves

a special assessment to recover losses incurred

by the Deposit

Insurance Fund

In November 2023, the US Federal Deposit Insurance Corporation (the FDIC) approved a final rule to implement a

special assessment

to recover

losses incurred

by the

Deposit Insurance

Fund in

connection with

the failures

of Silicon

Valley Bank and

Signature Bank in

March 2023. The

assessment is based

on the estimated

uninsured deposits of

each depositary institution

at year-end 2022.

The assessment will

be collected over

an eight-quarter period

starting

in January 2024.

UBS Bank USA

has recorded a

charge for the

full amount of

its estimated assessment

of USD 60m

in the fourth quarter of 2023.

US banking agencies issue climate risk management

principles

In October 2023,

the Federal Reserve

Board (the FRB),

the Office of the

Comptroller of the

Currency (the OCC) and

the FDIC

approved guidance

on the

principles for

climate-related financial

risk management.

The final

principles

describe how climate-related risks

can be addressed in

the management of traditional

financial risks. The principles

cover

six

areas:

governance;

policies,

procedures

and

limits;

strategic

planning;

risk

management;

data,

risk

measurement

and

reporting;

and

scenario

analysis.

The

guidance

applies

to

our

US-based

operations.

UBS

is

evaluating the guidance to ensure the principles are addressed by

Group practices.

UBS Group fourth quarter 2023 report |

UBS Group | Recent developments

7

US banking agencies adopt amendments

to Community Reinvestment Act regulations

In

October

2023,

the

FRB,

the

FDIC

and

the

OCC

adopted

revisions

to

their

regulations

implementing

the

Community Reinvestment Act (the CRA).

The CRA encourages banks to meet the

credit needs of the communities

in which

they do

business, with

a focus

on low-

and moderate-income

communities.

The final

rule would

implement

separate

evaluations

for

retail

lending,

retail

services

and

products,

community

development

financing,

and

community development services

for banks with over USD

2bn in total assets. For

large banks with over USD 10bn

in total

assets, the evaluation

of retail

services and products

will cover digital

delivery systems. The

final rule also

updates requirements

on the reporting

of exposures. The

rule has an

implementation date of

1 April 2024, with

additional

phase-in

periods for

general

provisions

and

reporting

that

extend

out

to

April

2027.

UBS

Bank

USA

expects a modest level of increased monitoring and reporting

requirements.

Developments related to shortening the standard

settlement cycle for securities transactions

US securities markets will transition to one business day after the

trade date (T+1) settlement of most transactions

in May 2024. In October 2023, the European Securities and Market

Authority (ESMA) launched a call for evidence

on shortening the standard settlement cycle

for securities transactions from two

business days after the trade

date

(T+2) to T+1. ESMA aims

to perform an assessment of the

costs and benefits linked to

the potential reduction of

the

securities

settlement

cycle

in

the

EU

and

intends

to

submit

the

results

of

its

assessment

to

the

European

Commission

and

publish

a

final

report

in

the

fourth

quarter

of

2024,

at

the

latest.

The

UK

Treasury

has

also

established an Accelerated Settlement Taskforce

to consider whether the

UK should follow the

US and transition

to a T+1

settlement. The UK task

force is expected

to publish its findings

by early 2024,

with further work being

planned during

2024.

UBS is

implementing and

testing required

enhancements based

on

the US

rules and

will

prepare

for

further implementation

according

to

the evolving

rules

and

market practice

in

the UK,

the EU

and

Switzerland.

Other developments

Changes to the Pension Fund of Credit Suisse

in Switzerland

In December 2023,

the Board of

Trustees

of the Pension

Fund of Credit

Suisse decided to align

its Swiss pension

scheme to that of the Pension Fund of UBS,

effective as of 1 January 2027.

On that date, the Swiss defined benefit

pension plan of the Credit Suisse

Pension Fund will adopt the plan

rules of

the UBS Pension

Fund. The retirement capital savings

plan based on Article

1e of the Ordinance

on Occupational

retirement, Survivors’

and Disability Pension Plans will remain in place as of this date

but will be closed for further

contributions.

In accordance with

International Financial

Reporting Standards,

these decisions

and related mitigating

measures led

to an increase in

UBS’s pension obligations in

Switzerland resulting in a

one-time pre-tax loss of

USD 245m (CHF

207m) and

an offsetting

gain in

other comprehensive

income in

the fourth

quarter of

2023 with

no impact

on

equity and CET1 capital.

Sale of UBS Hana Asset Management Co.,

Ltd.

In October

2023,

we completed

the sale

of our

51% stake

in UBS

Hana Asset

Management Co.,

Ltd.

to Hana

Securities

and

recorded

a

pre-tax

gain

on

sale

of

USD 23m (net

of

a

foreign

currency

translation loss)

in

Asset

Management in the fourth quarter of 2023.

Sale of Brazilian real estate fund management

business in 2024

In December

2023, we

signed an

agreement to

sell our

Brazilian real

estate fund

management business,

Credit

Suisse Hedging-Griffo Real Estate, to Patria Investments for up to BRL 650m (approximately USD 130m). After the

sale, we will continue to offer Patria’s funds to our wealth management clients

in Brazil. The transaction is subject

to the approval of the investors in the relevant funds and customary

anti-trust approvals.

Changes to the Board of Directors

On 12 January

2024, the

BoD announced

that it

intends to

nominate Gail

Kelly for

election to

the Board

at the

Annual General Meeting

on 24 April 2024. Dieter

Wemmer will not stand

for re-election after eight

years of Board

membership.

UBS Group fourth quarter 2023 report |

UBS Group | Recent developments

8

Changes to the Group Executive Board

On 24 January 2024, UBS Group AG announced that Aleksandar Ivanovic

will join the Group Executive Board (the

GEB) as President Asset Management and Beatriz Martin Jimenez will become the GEB Lead for Sustainability and

Impact in addition to her existing responsibilities. They are succeeding Suni Harford, who is retiring

from the firm.

The changes are effective from 1 March 2024.

Material weaknesses in the Credit Suisse

Group’s internal control over financial reporting

As previously disclosed,

UBS Group, UBS

AG and Credit

Suisse AG are

subject to requirements

under the Sarbanes–

Oxley Act

of 2002 with

respect to

financial reporting. This

requires us

to perform system

and process

evaluation

and testing of

internal controls over

financial reporting to

enable management to assess

the effectiveness of

our

internal controls. Credit Suisse Group disclosed material

weaknesses in its internal controls over

financial reporting

for

the

periods

ended

31

December

2022

and

2021.

A

material

weakness

is

a

deficiency

or

a

combination of

deficiencies in

internal controls

over financial

reporting such

that there

is a

reasonable possibility

that a

material

misstatement of a registrant’s financial statements will not be prevented or

detected on a timely basis. Evaluation

of the impacts of the material weaknesses identified in Credit Suisse’s internal control over financial reporting will

form part of our annual assessment, which will

be disclosed as part of our Annual

Report 2023.

Purchase price adjustments arising from the acquisition

of the Credit Suisse Group

UBS accounted

for the

acquisition as a

business combination under

IFRS 3,

Business Combinations, applying

the

acquisition method of accounting.

After establishing the initial

purchase price allocation as

published in the UBS

Group second quarter

2023 report, we are

required for the subsequent

12-month period to

monitor developments

that may suggest that the fair values established as of the acquisition

balance sheet date (31 May 2023) could be

different.

Fair value

adjustments are

accounted for

retrospectively with

previously reported

financial information

revised as of the acquisition date.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

9

Group performance

Income statement

For the quarter ended

% change from

For the year ended

USD m

31.12.23

30.9.23

1

31.12.22

3Q23

4Q22

31.12.23

31.12.22

Net interest income

2,095

2,107

1,589

(1)

32

7,297

6,621

Other net income from financial instruments measured

at fair value through profit or loss

3,158

3,226

1,876

(2)

68

11,583

7,517

Net fee and commission income

5,780

6,056

4,359

(5)

33

21,570

18,966

Other income

(179)

305

206

384

1,459

Total revenues

10,855

11,695

8,029

(7)

35

40,834

34,563

Negative goodwill

28,925

Credit loss expense / (release)

136

239

7

(43)

1,037

29

Personnel expenses

7,061

7,567

4,122

(7)

71

24,899

17,680

General and administrative expenses

2,999

3,124

1,420

(4)

111

10,156

5,189

Depreciation, amortization and impairment of non-financial

assets

1,409

950

543

48

159

3,750

2,061

Operating expenses

11,470

11,640

6,085

(1)

88

38,806

24,930

Operating profit / (loss) before tax

(751)

(184)

1,937

307

29,916

9,604

Tax expense / (benefit)

(473)

526

280

873

1,942

Net profit / (loss)

(278)

(711)

1,657

(61)

29,043

7,661

Net profit / (loss) attributable to non-controlling interests

1

4

4

(80)

(79)

16

32

Net profit / (loss) attributable to shareholders

(279)

(715)

1,653

(61)

29,027

7,630

Comprehensive income

Total comprehensive income

2,695

(2,622)

2,208

22

30,035

3,167

Total comprehensive income attributable to non-controlling interests

18

(8)

17

5

22

18

Total comprehensive income attributable to shareholders

2,677

(2,614)

2,190

22

30,013

3,149

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in the “Consolidated

financial information” section of this report for more information.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

10

Selected financial information of our business divisions and Group Items

For the quarter ended 31.12.23

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Total

Total revenues as reported

5,444

2,431

805

2,139

162

(126)

10,855

of which: accretion of PPA adjustments on financial instruments and

other effects

284

414

277

(32)

944

of which: losses related to investment in SIX Group

(190)

(317)

(508)

Total revenues (underlying)

5,351

2,334

805

1,861

162

(94)

10,419

Credit loss expense / (release)

(7)

83

(1)

48

15

(2)

136

Operating expenses as reported

5,070

1,560

691

2,260

1,873

17

11,470

of which: integration-related expenses

490

188

66

166

749

93

1,751

of which: acquisition-related costs

(1)

(1)

of which: amortization from newly recognized intangibles

resulting from

the acquisition of the Credit Suisse Group

29

29

Operating expenses (underlying)

4,580

1,343

625

2,094

1,124

(75)

9,690

Operating profit / (loss) before tax as reported

381

788

115

(169)

(1,726)

(140)

(751)

Operating profit / (loss) before tax (underlying)

778

908

180

(280)

(977)

(17)

592

For the quarter ended 30.9.23 revised

1

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Total

Total revenues as reported

5,810

2,871

755

2,151

350

(242)

11,695

of which: accretion of PPA adjustments on financial instruments and

other effects

318

446

251

(57)

958

Total revenues (underlying)

5,492

2,426

755

1,900

350

(186)

10,737

Credit loss expense / (release)

2

168

0

4

59

6

239

Operating expenses as reported

4,801

1,579

724

2,377

2,152

7

11,640

of which: integration-related expenses

431

166

125

365

918

(2)

2,003

of which: acquisition-related costs

26

26

of which: amortization from newly recognized intangibles

resulting from

the acquisition of the Credit Suisse Group

28

28

Operating expenses (underlying)

4,370

1,385

599

2,012

1,234

(17)

9,583

Operating profit / (loss) before tax as reported

1,007

1,124

31

(230)

(1,861)

(255)

(184)

Operating profit / (loss) before tax (underlying)

1,119

872

156

(116)

(943)

(174)

914

For the quarter ended 31.12.22

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Total

Total revenues as reported

4,601

1,130

495

1,682

53

67

8,029

of which: gain from sales of real estate

68

68

Total revenues (underlying)

4,601

1,130

495

1,682

53

(1)

7,961

Credit loss expense / (release)

3

(4)

0

8

0

0

7

Operating expenses as reported

3,540

605

372

1,563

21

(15)

6,085

Operating profit / (loss) before tax as reported

1,058

529

124

112

33

81

1,937

Operating profit / (loss) before tax (underlying)

1,058

529

124

112

33

13

1,869

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in the “Consolidated

financial information” section of this report for more information.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

11

Selected financial information of our business divisions and Group Items

For the year ended 31.12.23

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Negative

goodwill

Total

Total revenues as reported

21,190

8,436

2,639

8,661

741

(833)

40,834

of which: accretion of PPA adjustments on financial

instruments and other effects

719

1,013

583

(35)

2,280

of which: losses related to investment in SIX Group

(190)

(317)

(508)

Total revenues (underlying)

20,661

7,741

2,639

8,078

741

(798)

39,062

Negative goodwill

28,925

28,925

Credit loss expense / (release)

147

501

0

190

193

6

1,037

Operating expenses as reported

17,454

4,787

2,321

8,515

5,290

440

38,806

of which: integration-related expenses

988

383

205

692

1,772

438

4,478

of which: acquisition-related costs

202

202

of which: amortization from newly recognized intangibles

resulting from the acquisition of the Credit Suisse Group

65

65

Operating expenses (underlying)

16,466

4,338

2,116

7,823

3,518

(200)

34,061

Operating profit / (loss) before tax as reported

3,589

3,148

318

(44)

(4,741)

(1,279)

28,925

29,916

Operating profit / (loss) before tax (underlying)

4,048

2,902

522

64

(2,969)

(603)

3,963

For the year ended 31.12.22

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Total

Total revenues as reported

18,967

4,302

2,961

8,717

237

(622)

34,563

of which: net gain from disposals

848

848

of which: gains from sales of subsidiary and business

219

219

of which: losses in the first quarter of 2022 from

transactions with Russian counterparties

(93)

(93)

of which: litigation settlement

62

62

of which: gain from sales of real estate

68

68

Total revenues (underlying)

18,748

4,302

2,114

8,810

175

(690)

33,459

Credit loss expense / (release)

0

39

0

(12)

2

1

29

Operating expenses as reported

13,989

2,452

1,564

6,832

104

(12)

24,930

Operating profit / (loss) before tax as reported

4,977

1,812

1,397

1,897

131

(611)

9,604

Operating profit / (loss) before tax (underlying)

4,758

1,812

550

1,990

69

(679)

8,500

Integration-related expenses by business division and Group Items

For the quarter ended

For the year

ended

USD m

31.12.23

30.9.23

31.12.23

Global Wealth Management

490

431

988

Personal & Corporate Banking

188

166

383

Asset Management

66

125

205

Investment Bank

166

365

692

Non-core and Legacy

749

918

1,772

Group Items

93

(2)

438

Total net integration-related expenses

1,751

2,003

4,478

of which: personnel expenses

794

1,039

2,192

of which: general and administrative expenses

455

860

1,436

of which: depreciation, amortization and impairment of non-financial

assets

503

104

850

Underlying results

In addition to reporting

our results in accordance

with International Financial

Reporting Standards (IFRS),

we report

underlying

results

that

exclude

items

of

profit

or

loss

that

management

believes

are

not

representative

of

the

underlying performance.

In the fourth

quarter of 2023,

underlying revenues

exclude accretion

of purchase

price allocation (PPA)

adjustments

on

financial

instruments

measured

at

amortized

cost,

including

off-balance

sheet

positions,

and

other

related

effects,

arising

from

the

acquisition

of

the

Credit

Suisse

Group.

Accretion

of

PPA

adjustments

on

financial

instruments is accelerated

when the related financial

instrument is terminated or

disposed of before its contractual

maturity. Underlying revenues also exclude

losses relating to our investment in SIX

Group.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

12

Underlying expenses exclude

integration-related expenses that

are temporary, incremental

and directly

related to

the integration of

Credit Suisse into UBS,

including costs of

internal staff and contractors

substantially dedicated to

integration activities, retention

awards, redundancy costs,

incremental expenses from

the shortening of useful

lives

of property,

equipment and

software, and

impairment charges

relating to these

assets. Classification

as integration-

related expenses does

not affect the

timing of recognition

and measurement

of those expenses

or the presentation

thereof

in

the

income

statement. Integration-related

expenses

incurred

by

Credit

Suisse

also

included

expenses

associated with restructuring programs that existed

prior to the acquisition.

Acquisition-related costs

consist

of

costs

directly

attributable

to

the

acquisition of

the

Credit

Suisse

Group

and

mainly include consulting and legal fees.

Results: 4Q23 vs 4Q22

Reported operating loss before tax was USD 751m,

compared with an operating profit before

tax of USD 1,937m,

primarily reflecting higher

operating expenses and a

net credit loss expense

of USD 136m, compared with

USD 7m

in

the

fourth

quarter

of

2022,

partly

offset

by

an

increase

in

total

revenues.

Operating

expenses

increased

by

USD 5,385m, or

88%, to

USD 11,470m, largely

due to

the consolidation

of Credit

Suisse expenses

of USD 4,100m,

and included total integration-related expenses

of USD 1,751m. Excluding the

aforementioned effects, personnel

expenses

increased,

reflecting

salary

adjustments,

higher

variable

compensation

and

foreign

currency

effects.

General and

administrative expenses

increased mainly

due to

higher technology

costs, as

well as

an expense

of

USD 60m for the

US Federal

Deposit Insurance Corporation

special deposit insurance

assessment,

relating to the

2023 failures of Silicon Valley Bank and Signature

Bank.

Total

revenues increased

by

USD 2,826m, or

35%, to

USD 10,855m, largely

due

to

the

consolidation of

Credit

Suisse revenues of

USD 2,942m, which included

USD 925m of accretion

impacts resulting from

PPA adjustments

on financial instruments

and other effects.

Total combined net

interest income and

other net income

from financial

instruments

measured at

fair value

through profit

or loss

increased by

USD 1,789m,

with an

increase of

USD 1,879m

attributable to

the consolidation

of Credit

Suisse. Net

fee and

commission income

increased by

USD 1,421m, mainly

attributable to

a larger

invested assets

base, following

the acquisition

of the

Credit Suisse

Group,

which contributed

USD 1,070m of this

increase. This was

partly offset by

other income of

negative USD 179m compared

with positive

USD 206m

in

the

fourth

quarter of

2022,

largely

due

to

losses

of

USD 508m

relating

to

our

investment in

SIX

Group, which

reflect UBS’s

share of

impairments taken

by SIX

Group on

its investment

in Worldline

and on

goodwill

related to its subsidiary,

BME.

Underlying results 4Q23 vs 4Q22

Underlying

results

for

the

fourth

quarter

of

2023

exclude

USD 944m

of

accretion

impacts

resulting

from

PPA

adjustments on financial instruments and other effects,

as well as losses of USD 508m from our investment in SIX

Group,

from

total

revenues.

We

also

excluded

integration-related expenses

of

USD 1,751m,

amortization from

newly recognized intangibles resulting from the acquisition

of the Credit Suisse Group of USD 29m, and a reversal

of acquisition-related costs of USD 1m from

operating expenses.

On

an

underlying

basis,

profit

before

tax

decreased

by

USD 1,277m,

or

68%,

to

USD 592m,

reflecting

a

USD 3,605m increase

in underlying

operating expenses

and a

USD 129m increase

in credit

loss expenses,

partly

offset by a USD 2,458m

increase in underlying total revenues.

Total revenues: 4Q23 vs 4Q22

Net interest income and other net income

from financial instruments measured at

fair value through profit or loss

Total combined net

interest income

and other

net income

from financial

instruments

measured at

fair value

through

profit or

loss increased

by USD 1,789m

to USD 5,253m,

mainly driven

by the

consolidation

of USD 1,879m

of Credit

Suisse revenues,

and included

USD 571m of

accretion from

PPA

adjustments on

financial instruments

and other

effects.

Personal & Corporate Banking

net interest income increased by

USD 1,089m to USD 1,722m, largely attributable

to the consolidation

of USD 932m

of Credit

Suisse net

interest income,

and included USD

373m of accretion

of PPA

adjustments on

financial instruments

and other effects.

The remaining

increase was

mainly driven by

higher deposit

margins, which resulted from higher interest rates, partly offset by lower deposit fees. Excluding accretion effects,

underlying net interest income was USD 1,349m.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

13

Global Wealth Management net

interest income increased

by USD 373m, to

USD 1,872m, largely attributable to

the consolidation of Credit

Suisse net interest income,

and included USD 261m of

accretion of PPA adjustments

on

financial instruments

and other

effects, and

the effects

of higher

deposit margins,

resulting from

higher interest

rates, partly offset

by shifts to lower-margin

deposit products. Excluding accretion effects,

underlying net interest

income was USD 1,611m.

Refer to the relevant business division commentary in the “UBS business divisions and Group Items” section of this

report for more information about business-division-specific revenues

Net interest income and other net income from financial instruments measured at fair value through profit or loss

For the quarter ended

% change from

For the year ended

USD m

31.12.23

30.9.23

1

31.12.22

3Q23

4Q22

31.12.23

31.12.22

Net interest income from financial instruments measured

at amortized cost and fair value

through other comprehensive income

597

850

1,226

(30)

(51)

3,527

5,218

Net interest income from financial instruments measured

at fair value through profit or loss

and other

1,498

1,257

363

19

313

3,770

1,403

Other net income from financial instruments measured

at fair value through profit or loss

3,158

3,226

1,876

(2)

68

11,583

7,517

Total

5,253

5,334

3,464

(2)

52

18,880

14,137

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in the “Consolidated

financial information” section of this report for more information.

Net fee and commission income

Net fee and

commission income

increased by USD 1,421m

to USD 5,780m,

which included

USD 353m of

accretion

resulting from PPA adjustments in financial instruments.

Fees for portfolio management

and related services

increased by USD 845m

to USD 2,966m, largely

attributable to

the consolidation of USD 662m of Credit Suisse

revenues, as well as positive market performance.

Other fee

and commission

income increased

by USD 654m

to USD 1,081m,

largely attributable

to the

consolidation

of USD 603m

of Credit Suisse revenues, which included USD 353m of accretion

resulting from PPA adjustments in

financial instruments.

Other income

Other

income

was

negative

USD 179m, compared

with

positive USD 206m

in

the

fourth

quarter

of

2022.

The

decrease was largely due to

USD 508m losses relating to

our investment in SIX

Group.

These losses reflected UBS’s

share of impairments taken by SIX

Group on its investment in Worldline

and on goodwill related to its subsidiary,

BME. The

decrease was

partly offset

by income

of USD 75m

relating to

mortgage-servicing rights and

USD 41m

relating to insurance

and similar contracts acquired

as part of

the Credit

Suisse Group.

The insurance and

similar

contracts are hedged with derivative instruments,

with offsetting gains and losses in the income statement within

Other net income

from financial instruments measured at

fair value through profit

or loss.

The prior-year quarter

included a

gain of

USD 68m from

the sale

of real

estate in

Group

Items and

a USD 41m

gain in

Global Wealth

Management on the sale of our US alternative

investments administration business.

Credit loss expense / release: 4Q23 vs

4Q22

Total net

credit loss

expenses in

the fourth

quarter of

2023 were

USD 136m, compared

with net

credit loss

expenses

of USD 7m

in the

prior-year quarter, reflecting

net releases of

USD 43m related to

performing positions, and

net

expenses of USD 180m on credit-impaired positions.

Refer to the “Risk management and control” section of this report for expected credit loss (ECL) allowances by

business division as of 31 December 2023 and to the “Consolidated financial statements” section of the UBS

Group AG Annual Report 2023, which will be available as of 28 March 2024 under “Annual reporting” at

ubs.com/investors

, for detailed disclosures about ECL exposures, allowances, coverage ratios, underlying scenarios,

scenario assumptions and post-model adjustments

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

14

Credit loss expense / (release)

Performing positions

Credit-impaired positions

USD m

Stages 1 and 2

Stage 3

Purchased

Total

For the quarter ended 31.12.23

Global Wealth Management

(11)

3

0

(7)

Personal & Corporate Banking

(16)

95

4

83

Asset Management

0

0

0

(1)

Investment Bank

(13)

60

1

48

Non-core and Legacy

(1)

25

(9)

15

Group Items

(2)

0

0

(2)

Total

(43)

183

(4)

136

For the quarter ended 30.9.23

1

Global Wealth Management

(18)

15

6

2

Personal & Corporate Banking

85

60

23

168

Asset Management

0

0

0

0

Investment Bank

(6)

10

0

4

Non-core and Legacy

4

20

34

59

Group Items

5

0

0

6

Total

70

105

63

239

For the quarter ended 31.12.22

Global Wealth Management

3

0

3

Personal & Corporate Banking

(6)

3

(4)

Asset Management

0

0

0

Investment Bank

1

7

8

Group Items

0

0

0

Total

(2)

9

7

1 Certain prior-period figures as of or for the quarter ended 30 September

2023 have been revised due to effects of measurement period adjustments in relation

to the acquisition of the Credit Suisse Group. Refer to

“Accounting for the acquisition of the Credit Suisse Group” in the “Consolidated

financial information” section of this report for more information.

Operating expenses: 4Q23 vs 4Q22

Operating expenses

For the quarter ended

% change from

For the year ended

USD m

31.12.23

30.9.23

1

31.12.22

3Q23

4Q22

31.12.23

31.12.22

Personnel expenses

7,061

7,567

4,122

(7)

71

24,899

17,680

of which: salaries and variable compensation

5,728

6,424

3,478

(11)

65

20,842

14,999

of which: variable compensation – financial advisors

2

1,176

1,150

1,073

2

10

4,549

4,508

General and administrative expenses

2,999

3,124

1,420

(4)

111

10,156

5,189

of which: net expenses for litigation, regulatory and similar

matters

8

12

50

(36)

(85)

809

348

of which: other general and administrative expenses

2,992

3,112

1,370

(4)

118

9,347

4,841

Depreciation, amortization and impairment of non-financial

assets

1,409

950

543

48

159

3,750

2,061

Total operating expenses

11,470

11,640

6,085

(1)

88

38,806

24,930

1 Comparative-period

information has

been revised.

Refer to

“Accounting

for the

acquisition of

the Credit

Suisse Group”

in the

“Consolidated financial

information” section

of this

report for

more information.

2 Consists of cash and deferred compensation awards and is based on

compensable revenues and firm tenure using a formulaic

approach. It also includes expenses related to compensation commitments with

financial

advisors entered into at the time of recruitment that are subject to vesting requirements.

Personnel expenses

Personnel expenses

increased by

USD 2,939m to

USD 7,061m, mainly

due to

the consolidation

of Credit

Suisse

expenses

of

USD 2,349m,

and

included

integration-related

expenses

of

USD 794m

covering

post-employment

benefit plans, awards

granted to

employees to support

retention and operational

stability, severance expenses, and

the

alignment

of

Credit

Suisse

processes

to

the

UBS

variable

compensation

framework.

Salaries

and

variable

compensation increased by USD 2,250m, due

to the aforementioned effects,

and also due to

salary adjustments,

higher variable compensation, and foreign currency effects. Associated social security costs also

increased by USD

221m. Pension and other post-employment benefit plans increased by USD 375m, largely driven by an increase in

the pension

plan obligation

of the

Swiss pension

plan of

Credit

Suisse following

the decision

to align

the Swiss

pension scheme to that of UBS, which resulted in a pre-tax loss

of USD 245m (CHF 207m) in the fourth quarter

of

2023 and an offsetting gain in other comprehensive income

due to the asset ceiling.

Refer to the “Recent developments” section of this report for more information about the pension scheme changes

in the Swiss pension plan of Credit Suisse

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

15

General and administrative expenses

General and administrative

expenses increased by USD

1,579m

to USD 2,999m, largely

due to the

consolidation of

Credit

Suisse

expenses

of

USD 963m,

as

well

as

higher

technology

and

outsourcing

costs,

and

included

total

integration-related expenses

of USD 455m,

mainly from

higher consulting

and real estate

costs.

UBS recorded bank

levy expenses of USD 75m, reflecting an increase of USD 34m compared with the prior-year quarter, as well as an

expense

of

USD 60m

for

the

US

Federal

Deposit

Insurance

Corporation

special

deposit

insurance

assessment

relating to the 2023 failures of Silicon Valley Bank and Signature Bank.

We believe that the industry continues to operate in an environment in which expenses

associated with litigation,

regulatory and similar matters will remain elevated

for the foreseeable future, and we continue

to be exposed to a

number

of

significant

claims

and

regulatory

matters.

The

outcome

of

many

of

these

matters,

the

timing

of

a

resolution, and the

potential effects

of resolutions on

our future business,

financial results

or financial condition

are

extremely difficult to predict.

Refer to “Provisions and contingent liabilities” in the “Consolidated financial information” section of this report for

more information about litigation, regulatory and similar matters

Refer to “Regulatory and legal developments” in the Annual Report 2022 and “Risks relating to UBS”

filed on Form

6-K together with the UBS Group second quarter 2023 report for more information

Depreciation, amortization and impairment of

non-financial assets

Depreciation, amortization and

impairment of non-financial

assets increased by USD

866m

to USD 1,409m, largely

due to the consolidation

of Credit Suisse

expenses of USD 789m

and included total

integration-related expenses

of

USD 503m, mainly attributable to impairment

and accelerated depreciation of right-of-use

assets associated with

real estate

leases. Excluding the

aforementioned effects,

depreciation of

internally developed software

increased

by USD 34m, reflecting a higher level of capitalized

costs.

Tax: 4Q23 vs 4Q22

The Group had

a net income

tax benefit of

USD 473m for the

fourth quarter

of 2023, compared

with a net

income

tax expense

of USD 280m for

the prior-year

quarter. The

net current

tax expense

was USD 69m,

compared with

USD 349m. This included current tax expenses of USD 375m relating to the taxable profits of UBS Switzerland

AG

and other entities, which were mostly offset by benefits in

respect of decreases in accruals for US taxes, including

USD 152m

that

primarily

related

to

state

and

local

taxes

and

USD 154m

that

related

to

corporate

alternative

minimum tax (CAMT).

There was a net deferred tax

benefit of USD 542m, compared with

a benefit of USD 69m in the

prior-year quarter.

This included

benefits of

USD 591m in

respect of

remeasurements of deferred

tax assets

(DTAs), which

included

USD 457m in respect of DTA revaluations

for certain entities in connection

with our business planning process

and

USD 134m in

respect of

an

increase in

DTAs that

resulted from

an

increase in

the expected

value of

future tax

deductions for

deferred compensation awards,

due to

an increase

in the

Group’s share

price during

the quarter.

These benefits were partly

offset by a

net expense of USD 49m

that included

USD 154m related to a

decrease in

DTAs in respect of

CAMT credits carried forward, partly

offset by a

benefit of USD 105m that

mainly related to a

decrease in DTA amortization that was previously

recognized in the year.

If the aforementioned

benefits of USD 591m

in respect of

remeasurements of DTAs

and USD 152m in

respect of

the reversal

of the

current tax

expense accrual

that primarily

related to

state and

local taxes are

excluded, the

Group

would have had a tax expense of USD 270m in

relation to its pre-tax loss for the quarter. This

is because that loss

includes operating losses

of certain entities,

reflecting integration-related

expenses and restructuring

costs, that did

not result in any tax benefits because they cannot

be offset with profits of other entities

in the Group, and did not

result in any

DTA recognition.

The Group’s

tax expense

for 2024 may

be similarly

impacted if

further such

operating

losses are incurred.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

16

Total comprehensive income attributable

to shareholders

In the

fourth quarter

of 2023,

total comprehensive

income attributable

to shareholders

was USD 2,677m,

reflecting

a net loss of USD 279m and other comprehensive

income (OCI), net of tax, of USD 2,956m.

OCI related

to cash

flow hedges

was USD 1,970m,

mainly reflecting

net unrealized

gains on

US dollar

hedging

derivatives resulting from significant decreases

in the relevant US dollar long-term

interest rates.

Foreign currency translation OCI

was USD 1,597m, mainly resulting

from a significant

strengthening of the Swiss

franc and the euro against the US dollar.

Defined benefit

plan OCI

was USD 131m,

mainly reflecting

pre-tax OCI

gains in

the Credit

Suisse Swiss

pension

plan of

USD 231m. This largely

reflected an increase

in the

pension plan

obligation of the

Swiss pension

plan of

Credit Suisse following the decision to align the Swiss pension

scheme to that of UBS, which resulted in

a pre-tax

loss of USD 245m (CHF 207m)

in the fourth quarter of

2023 and an offsetting gain in

OCI due to the asset ceiling.

The OCI gains related to the Swiss pension plan of Credit Suisse were partly offset by pre-tax OCI losses related to

the UBS non-Swiss pension plans of USD 116m.

OCI related to own credit on financial

liabilities designated at fair value was negative USD 721m, primarily due

to

a tightening of our own credit spreads.

Refer to “Statement of comprehensive income” in the “Consolidated financial information” section of this report

for more information

Refer to “Reconciliation of IFRS equity to Swiss SRB common equity tier 1 capital” in the “Capital management”

section of this report for more information about the effects of OCI on common equity tier 1 capital

Refer to the “Recent developments” section of this report for more information about the pension scheme changes

in the Swiss pension plan of Credit Suisse

Refer to “Note 20 Fair value measurement” in the “Consolidated financial statements” section of the Annual Report

2022 for more information about own credit on financial liabilities designated at fair value

Sensitivity to interest rate movements

As of

31 December 2023,

we estimated

that a

parallel shift

in yield

curves by

+100 basis

points could

lead to

a

combined increase in

annual net interest

income from our

banking book of

approximately USD 1.8bn in

the first

year after

such a

shift. Of

this increase,

approximately USD 1.1bn, USD 0.4bn

and USD 0.1bn

would result

from

changes in Swiss franc, US dollar and

euro interest rates, respectively. A parallel shift in yield

curves by –100 basis

points could

lead to

a combined

decrease in

annual net

interest income

of approximately

USD 1.9bn in

the first

year after such a shift, showing similar currency

contributions as for the aforementioned increase

in rates.

These estimates

are based

on a

hypothetical scenario

of an

immediate change

in interest

rates, equal

across all

currencies

and

relative

to

implied

forward

rates

as

of

31 December

2023

applied

to

our

banking

book.

These

estimates further assume no change to balance sheet size and product mix, stable foreign exchange rates, and no

specific management action. These estimates do

not represent a forecast of net interest income

variability.

Refer to the “Risk management and control” section of this report for information about interest rate risk in the

banking book

Key figures and personnel

Below is

an overview

of selected

key figures

of the

Group. For

further information

about key

figures related

to

capital management, refer to the “Capital management”

section of this report.

Cost / income ratio: 4Q23 vs 4Q22

The cost / income ratio was 105.7%, compared

with 75.8%, mainly reflecting an increase

in operating expenses,

partly offset by an increase in

total revenues. The operating

loss incurred by Credit Suisse entities

is reflected in the

overall

increase

of

the

ratio

for

the

UBS

Group.

On

an

underlying

basis,

the

cost

/

income

ratio

was

93.0%,

compared with 76.4%, mainly reflecting an increase

in operating expenses on an underlying

basis, partly offset by

an increase in total revenues on an underlying basis.

Personnel: 4Q23 vs 3Q23

The number of

personnel employed was

138,462 (workforce count)

as of

31 December 2023, a

net decrease

of

4,336 compared with 30 September 2023.

The number of internal personnel employed as

of 31 December 2023

was 112,842 (full-time equivalents), a net

decrease of 3,139 compared

with 30 September 2023. The number of

external staff was approximately 25,619

(workforce count), a net decrease of approximately

1,198 compared with

30 September 2023.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

17

Equity, CET1 capital and returns

As of or for the quarter ended

As of or for the year ended

USD m, except where indicated

31.12.23

30.9.23

1

31.12.22

31.12.23

31.12.22

Net profit

Net profit / (loss) attributable to shareholders

(279)

(715)

1,653

29,027

7,630

Equity

Equity attributable to shareholders

87,285

84,926

56,876

87,285

56,876

Less: goodwill and intangible assets

7,515

7,462

6,267

7,515

6,267

Tangible equity attributable to shareholders

79,770

77,465

50,609

79,770

50,609

Less: other CET1 deductions

507

(1,122)

5,152

507

5,152

CET1 capital

79,263

78,587

45,457

79,263

45,457

Returns

Return on equity (%)

(1.3)

(3.3)

11.7

38.6

13.3

Return on tangible equity (%)

(1.4)

(3.6)

13.2

42.6

14.9

Underlying return on tangible equity (%)

4.7

1.5

12.7

4.0

12.8

Return on CET1 capital (%)

(1.4)

(3.6)

14.7

43.7

17.0

Underlying return on CET1 capital (%)

4.7

1.4

14.1

4.1

14.6

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in the “Consolidated financial information” section of this report for more information.

Common equity tier 1 capital: 4Q23 vs 3Q23

During the

fourth quarter

of 2023,

our common

equity tier 1

(CET1) capital

increased by

USD 0.7bn to

USD 79.3bn,

mainly as

the operating

loss before

tax of

USD 0.8bn,

dividend accruals

of USD 0.8bn,

compensation-

and own

share-related capital

components of

USD 0.6bn and

amortization of

transitional CET1

PPA

adjustments (interest

rate and own credit)

of USD 0.3bn were more

than offset by USD 1.6bn of

positive effects from foreign

currency

translation and a USD 1.5bn increase in eligible DTAs

on temporary differences.

Previously unrecognized DTAs

on

temporary differences were recognized primarily in connection

with our business planning process

and an election

to capitalize compensation-related costs for US tax purposes.

Return on CET1 capital: 4Q23 vs 4Q22

The

annualized

return

on

CET1

capital

was

negative

1.4%,

compared

with

positive

14.7%,

driven

by

a

loss

attributable

to

shareholders

compared

with

a

profit

in

the

prior-year

quarter

and

the

impact

of

an

increase

in

average CET1 capital. On an underlying basis,

the return on CET1 capital was 4.7%,

compared with 14.1%.

Risk-weighted assets: 4Q23 vs 3Q23

Risk-weighted assets (RWA) were

unchanged at USD 546.5bn, primarily as decreases of

USD 15.1bn due to asset

size and other

movements and USD 0.5bn due

to model updates were

offset by increases

of USD 14.8bn due to

currency effects and USD 0.7bn due to methodology and policy

changes

.

Common equity tier 1 capital ratio: 4Q23 vs 3Q23

Our CET1 capital ratio increased to 14.5% from 14.4%,

reflecting the aforementioned increase in CET1 capital.

Leverage ratio denominator: 4Q23 vs 3Q23

The leverage ratio denominator (the

LRD)

increased by USD 79.6bn to

USD 1,695.4bn, driven by currency

effects

of USD 68.4bn and asset size and other movements

of USD 11.1bn.

Common equity tier 1 leverage ratio: 4Q23

vs 3Q23

Our CET1 leverage ratio decreased to 4.7% from 4.9%, reflecting a USD 79.6bn increase in the LRD, partly offset

by a USD 0.7bn increase in CET1 capital.

Going concern leverage ratio: 4Q23 vs 3Q23

Our going

concern leverage

ratio decreased

to 5.5%

from 5.7%,

reflecting the

aforementioned increase

in the

LRD, partly offset by an increase in going concern capital

of USD 1.6bn.

UBS Group fourth quarter 2023 report |

UBS Group | Group performance

18

Outlook

Central banks are

widely expected to

lower short-term interest rates

in 2024. The

timing and magnitude of

such

cuts are still highly uncertain, given the ongoing

debate around the pace of inflation converging

with central bank

targets. In addition,

ongoing geopolitical tensions, including

the conflicts in

the Middle East

and Eastern Europe,

may impact supply chains and inflation, with

consequences for the macroeconomic

outlook and market volatility.

Notwithstanding the challenges mentioned above,

we continue to

execute on our

strategy and integration plans

at pace, and we will actively reduce non-core assets and costs. In the first quarter of 2024, we expect revenues to

be positively influenced by seasonal

factors, such as higher

client activity levels compared with

the fourth quarter

of 2023. We also expect

the Investment Bank to return

to profitability, due to improving

market activity, a growing

banking pipeline and advanced progress on

the integration. We expect NII for

Personal & Corporate Banking and

Global Wealth Management combined, and in

US dollar terms, to be

roughly flat sequentially in the

first quarter,

with

higher

rates

broadly

offsetting

the

residual

effects

of

deposit

mix

shifts

and

the

initial

impact

of

financial

resource optimization. These factors

are expected to

result in substantial

sequential improvement in reported

net

profit in the first quarter, including

around USD 1bn of integration-related

expenses and around USD 0.7bn

of pull

to par and other purchase price allocation

(PPA) accretion effects.

Our focus remains on helping clients navigate challenging market environments to manage the inherent risks and

opportunities while continuing to grow our

invested assets and delivering on our financial targets.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Global

Wealth Management

19

UBS business divisions and

Group Items

Management report

We started

to report

five business

divisions in

line with

International

Financial Reporting

Standards (IFRS)

in the

third

quarter of 2023: Global Wealth Management, Personal &

Corporate Banking, Asset Management, the Investment

Bank, and Non-core

and Legacy. At the same

time, Group Functions

was renamed Group

Items and excludes

UBS’s

former Non-core and Legacy

Portfolio and includes certain of

the assets and liabilities of

the former Credit Suisse

Corporate Center.

Information for the fourth quarter of 2022 represents the results of UBS Group operations prior to the acquisition

of the Credit Suisse Group, but is presented in line with

the new business division structure. As we execute

on our

integration plans, it is

expected that allocation methodologies

for profit and loss and

balance sheet to the business

divisions and into Group Items will continue to

be reviewed and refined.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Global

Wealth Management

20

Global Wealth Management

Global Wealth Management

As of or for the quarter ended

% change from

As of or for the year

ended

USD m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Net interest income

1,872

1,946

1,499

(4)

25

6,965

5,273

Recurring net fee income

2

2,818

2,886

2,399

(2)

17

10,793

10,282

Transaction-based income

2

927

959

658

(3)

41

3,569

3,137

Other income

(172)

19

45

(137)

275

Total revenues

5,444

5,810

4,601

(6)

18

21,190

18,967

Credit loss expense / (release)

(7)

2

3

147

0

Operating expenses

5,070

4,801

3,540

6

43

17,454

13,989

Business division operating profit / (loss) before tax

381

1,007

1,058

(62)

(64)

3,589

4,977

Underlying results

Total revenues as reported

5,444

5,810

4,601

(6)

18

21,190

18,967

of which: gains from sales of subsidiary and business

219

of which: accretion of PPA adjustments on financial instruments and other effects

284

318

(11)

719

of which: losses related to investment in SIX Group

(190)

(190)

Total revenues (underlying)

2

5,351

5,492

4,601

(3)

16

20,661

18,748

Credit loss expense / (release)

(7)

2

3

147

0

Operating expenses as reported

5,070

4,801

3,540

6

43

17,454

13,989

of which: integration-related expenses

2

490

431

14

988

Operating expenses (underlying)

2

4,580

4,370

3,540

5

29

16,466

13,989

of which: expenses for litigation, regulatory and similar matters

49

22

53

122

(7)

122

244

Business division operating profit / (loss) before tax as reported

381

1,007

1,058

(62)

(64)

3,589

4,977

Business division operating profit / (loss) before tax (underlying)

2

778

1,119

1,058

(31)

(26)

4,048

4,758

Performance measures and other information

Pre-tax profit growth (year-on-year, %)

2

(63.9)

(30.7)

87.9

(27.9)

4.1

Cost / income ratio (%)

2

93.1

82.6

76.9

82.4

73.8

Average attributed equity (USD bn)

3

24.9

25.0

20.3

(1)

23

22.8

20.0

Return on attributed equity (%)

2,3

6.1

16.1

20.9

15.8

24.9

Financial advisor compensation

4

1,176

1,150

1,073

2

10

4,548

4,508

Net new fee-generating assets (USD bn)

2

(1.3)

23.3

60.1

Fee-generating assets (USD bn)

2

1,619

1,271

27

1,619

1,271

Net new assets (USD bn)

2

21.8

39.3

24.6

131.7

89.2

Invested assets (USD bn)

2

3,850

3,617

2,815

6

37

3,850

2,815

Loans, gross (USD bn)

5

284.3

282.9

225.0

1

26

284.3

225.0

Customer deposits (USD bn)

5

466.9

439.9

348.2

6

34

466.9

348.2

Impaired loan portfolio as a percentage of total loan portfolio, gross (%)

2,6

0.4

0.5

0.3

0.4

0.3

Advisors (full-time equivalents)

10,027

10,278

9,215

(2)

9

10,027

9,215

Underlying performance measures

Pre-tax profit growth (year-on-year, %)

2

(26.5)

(9.2)

87.9

(14.9)

1.6

Cost / income ratio (%)

2

85.6

79.6

76.9

79.7

74.6

1 Information reflects Global

Wealth Management as

reported in the fourth

quarter of 2022 and

the twelve months of

2022, respectively.

2 Refer to “Alternative

performance measures” in the

appendix to this

report for the definition and calculation method. We started to report fee-generating assets and net new fee-generating assets on a consolidated basis,

including Credit Suisse data, starting with the fourth quarter of

2023.

3 Refer to the “Capital management” section of the UBS Group first quarter 2023 report for more information about the equity attribution framework.

4 Relates to licensed professionals with the ability to

provide investment advice to clients in the Americas. Consists of cash and deferred compensation awards and is based on compensable revenues and firm tenure using a formulaic approach. It also includes expenses

related to compensation

commitments with

financial advisors

entered into at

the time of

recruitment that

are subject to

vesting requirements.

Recruitment loans

to financial advisors

were USD

1,754m as

of 31

December 2023.

5 Loans and Customer deposits in this table include customer brokerage

receivables and payables, respectively,

which are presented in a separate reporting line on

the balance sheet.

6 Refer to

the “Risk management and control” section of this report for more information about (credit-)impaired exposures. Excludes loans

to financial advisors.

Results: 4Q23 vs 4Q22

Profit

before tax

decreased by

USD 677m, or 64%,

to

USD 381m, mainly

driven by

higher operating

expenses,

partly offset by higher total revenues, which

included the impact from the acquisition of

the Credit Suisse Group.

Excluding USD 284m

of accretion

of purchase price

allocation (PPA)

adjustments on

financial instruments

and other

effects, losses of

USD 190m related

to our investment

in SIX Group

and integration-related

expenses of

USD 490m,

underlying profit before tax was USD 778m.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Global

Wealth Management

21

Total revenues

Total

revenues increased by USD 843m, or 18%, to USD 5,444m, mainly due to

the consolidation of Credit Suisse

revenues, and included USD 284m

of accretion of PPA adjustments on financial

instruments and other effects.

The

increase

was

partly

offset

by

the

aforementioned

losses

of

USD 190m.

Excluding

accretion

effects

and

the

aforementioned losses,

underlying total revenues were USD 5,351m.

Net interest income increased by USD 373m, or 25%, to USD 1,872m, largely attributable to the

consolidation of

Credit Suisse

net interest

income, and

included USD 261m

of accretion

of PPA adjustments

on financial

instruments

and other

effects,

and the effects

of higher deposit

margins, resulting from

higher interest rates,

partly offset by

shifts

to

lower-margin

deposit

products.

Excluding

accretion

effects,

underlying

net

interest

income

was

USD 1,611m.

Recurring net

fee income

increased by

USD 419m, or

17%, to

USD 2,818m, attributable to

the consolidation of

Credit Suisse recurring net fee income,

as well as positive market performance.

Transaction-based income

increased by USD 269m,

or 41%, to

USD 927m, largely

attributable to the

consolidation

of Credit

Suisse transaction-based

income, and

included USD 23m

of accretion

of PPA

adjustments on

financial

instruments

and

other

effects,

as

well

as

higher

levels

of

client

activity.

Excluding

accretion

effects,

underlying

transaction-based income was USD 904m.

Other income

was negative

USD 172m, compared

with positive

other income

of USD 45m,

largely due

to the

losses

of USD 190m related to our investment

in SIX Group. The fourth

quarter of 2022 included a

USD 41m gain from

the sale of our US alternative investments administration business.

Excluding the aforementioned losses related to

our investment,

underlying other income was positive USD

18m.

Credit loss expense / release

Net credit loss releases were USD 7m, compared with net expenses of

USD 3m in the fourth quarter of 2022.

Operating expenses

Operating expenses increased by USD

1,530m, or 43%, to USD 5,070m,

largely due to the consolidation

of Credit

Suisse expenses, integration-related expenses and higher financial

advisor variable compensation. In addition, the

fourth

quarter

of

2023

included

a

charge

of

USD 60m

for

the

special

assessment

by

the

US

Federal

Deposit

Insurance Corporation (the FDIC) to recover

losses incurred by the Deposit Insurance

Fund in connection with the

failures of Silicon

Valley Bank and Signature

Bank. Excluding

integration-related expenses

of USD 490m,

underlying

operating expenses were USD 4,580m.

Net new assets introduction

In

the

fourth

quarter

of

2023,

we

introduced

net

new

assets

as

a

new

performance

measure,

to

increase

comparability with

our peers.

The new

measure is

determined

as the

net amount

of inflows

and outflows

of invested

assets,

plus

interest

and

dividends.

Excluded

are

movements

due

to

market

performance,

foreign

exchange

translation,

and

fees,

as

well

as

the

effects

on

invested

assets

of

strategic

decisions

by

UBS

to

exit

markets

or

services. We will continue to disclose net new money

in our Annual Reports.

Invested assets: 4Q23 vs 3Q23

Invested assets increased

by USD 233bn,

or 6%,

to USD 3,850bn,

mainly driven by

positive market

performance

(excluding the aforementioned interest and

dividends,

which are now

included in net new

assets) of USD 167bn,

positive foreign currency effects of USD 59bn

and net new asset inflows of USD 21.8bn.

Loans: 4Q23 vs 3Q23

Loans increased by

USD 1.4bn to USD 284.3bn,

driven by positive

foreign currency

effects, partly offset

by net new

loan outflows of USD 6.9bn.

Customer deposits: 4Q23 vs 3Q23

Customer deposits

increased by

USD 27.0bn to

USD 466.9bn, mainly

driven by

net inflows

into

fixed-term and

savings deposit products and positive foreign currency effects, partly offset by continued

shifts into money market

funds and US-government securities.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Global

Wealth Management

22

Regional breakdown of performance measures

As of or for the quarter ended 31.12.23

USD bn, except where indicated

Americas

1

Switzerland

2

EMEA

2

Asia Pacific

2

Global

3

Global Wealth

Management

Total revenues (USD m)

2,587

844

1,150

763

100

5,444

Operating profit / (loss) before tax (USD m)

102

341

238

97

(396)

381

Operating profit / (loss) before tax (underlying) (USD m)

4

102

341

238

97

0

778

Cost / income ratio (%)

4

96.1

60.1

79.3

87.7

93.1

Cost / income ratio (underlying) (%)

4

96.1

60.1

79.3

87.7

85.6

Loans, gross

97.3

5

76.9

63.4

45.8

0.9

284.3

Net new loans

(3.2)

0.0

(1.1)

(2.5)

(0.0)

(6.9)

Net new fee-generating assets

4

7.9

2.0

(5.9)

(5.2)

(0.1)

(1.3)

Fee-generating assets

4

933

173

361

152

1

1,619

Net new assets

4

13.4

1.0

(5.7)

13.5

(0.4)

21.8

Net new assets growth rate (%)

4

3.0

0.7

(3.7)

8.8

2.4

Invested assets

4

1,888

663

649

645

5

3,850

Advisors (full-time equivalents)

6,117

988

1,737

1,101

84

10,027

1 Including the following business units: United

States and Canada; and Latin

America.

2 In the third quarter of

2023, the invested assets of

Global Financial Intermediaries were transferred

from EMEA and Asia

Pacific to the Switzerland region, to better align it to

the management structure. These changes were applied prospectively and had no impact on previous

quarters.

3 Includes minor functions, which are not included

in the four regions individually presented

in this table, and also

includes impacts from accretion of

purchase price allocation adjustments on

financial instruments and other effects

and integration-related expenses.

4 Refer to “Alternative performance measures” in the appendix to this report for the definition and calculation method.

5 Loans include customer brokerage receivables, which are presented in a separate reporting

line on the balance sheet.

Regional comments 4Q23 vs 4Q22, except

where indicated

Americas

Profit

before

tax

decreased

by

USD 273m

to

USD 102m.

Total

revenues

decreased

by

USD 53m,

or

2%,

to

USD 2,587m, driven

by lower

net interest

income and

other income,

partly offset

by the

consolidation of Credit

Suisse

revenues

and

higher

transaction-based

income.

In

addition,

the

fourth

quarter

of

2023

included

the

aforementioned charge of USD 60m

for the special

assessment by the FDIC.

The cost /

income ratio increased

to

96.1%

from

85.9%.

Loans

decreased

2%

compared

with

the

third

quarter

of

2023,

to

USD 97.3bn,

mainly

reflecting USD 3.2bn of net new loan outflows. Net new

asset inflows were USD 13.4bn.

Switzerland

Profit

before

tax

increased

by

USD 169m

to

USD 341m.

Total

revenues

increased

by

USD 404m,

or

92%,

to

USD 844m, driven

by the

consolidation of

Credit Suisse

revenues, as

well as

the transfer

of the

Global Financial

Intermediaries business to the Switzerland region. The cost / income ratio increased to 60.1% from 59.8%. Loans

increased 7% compared with the third quarter of

2023, to USD 76.9bn, mainly driven

by positive foreign currency

effects. Net new asset inflows were USD 1.0bn.

EMEA

Profit

before

tax

decreased

by

USD 93m

to

USD 238m.

Total

revenues

increased

by

USD 222m,

or

24%,

to

USD 1,150m, largely

driven by

the consolidation

of Credit

Suisse revenues,

partly offset

by the

transfer of

the Global

Financial Intermediaries

business to

the Switzerland

region. The

cost /

income ratio

increased to

79.3% from

64.3%.

Loans were

stable compared

with the

third quarter

of 2023,

at USD 63.4bn,

as positive

foreign currency

effects

were almost entirely offset by USD 1.1bn of net new loan outflows.

Net new asset outflows were USD 5.7bn.

Asia Pacific

Profit

before

tax

decreased

by

USD 81m

to

USD 97m.

Total

revenues

increased

by

USD 177m,

or

30%,

to

USD 763m, mainly

driven by

the consolidation of

Credit Suisse revenues,

partly offset by

lower net interest

income.

The cost / income ratio increased to 87.7% from 69.7%. Loans decreased 3% compared

with the third quarter of

2023,

to

USD 45.8bn,

mostly

reflecting

USD 2.5bn

of

net

new

loan

outflows.

Net

new

asset

inflows

were

USD 13.5bn.

Global

Loss

before

tax

was

USD 396m,

mainly

due

to

USD 490m

of

integration-related

expenses

and

the

losses

of

USD 190m related to our investment in SIX Group, partly offset by USD 284m of accretion of PPA adjustments on

financial instruments and other effects.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items |

Personal & Corporate Banking

23

Personal & Corporate Banking

Personal & Corporate Banking – in Swiss francs

As of or for the quarter ended

% change from

As of or for the year

ended

CHF m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Net interest income

1,505

1,550

603

(3)

150

4,727

2,087

Recurring net fee income

2

421

431

193

(2)

118

1,349

812

Transaction-based income

2

427

543

269

(21)

59

1,663

1,154

Other income

(217)

31

13

(198)

46

Total revenues

2,136

2,556

1,079

(16)

98

7,541

4,099

Credit loss expense / (release)

72

154

(3)

(53)

450

36

Operating expenses

1,363

1,405

578

(3)

136

4,267

2,337

Business division operating profit / (loss) before tax

701

997

504

(30)

39

2,824

1,726

Underlying results

Total revenues as reported

2,136

2,556

1,079

(16)

98

7,541

4,099

of which: accretion of PPA adjustments on financial instruments and other effects

362

397

(9)

896

of which: losses related to investment in SIX Group

(267)

(267)

Total revenues (underlying)

2

2,042

2,159

1,079

(5)

89

6,912

4,099

Credit loss expense / (release)

72

154

(3)

(53)

450

36

Operating expenses as reported

1,363

1,405

578

(3)

136

4,267

2,337

of which: integration-related expenses

2

163

148

10

337

of which: amortization from newly recognized intangibles

resulting from the acquisition of

the Credit Suisse Group

25

25

0

58

Operating expenses (underlying)

2

1,175

1,232

578

(5)

103

3,872

2,337

of which: expenses for litigation, regulatory and similar matters

0

(9)

(12)

(8)

(12)

Business division operating profit / (loss) before tax as reported

701

997

504

(30)

39

2,824

1,726

Business division operating profit / (loss) before tax (underlying)

2

794

773

504

3

58

2,591

1,726

Performance measures and other information

Pre-tax profit growth (year-on-year, %)

2

39.1

132.0

50.6

63.6

8.8

Cost / income ratio (%)

2

63.8

55.0

53.6

56.6

57.0

Average attributed equity (CHF bn)

3

17.9

18.0

9.0

0

100

13.9

8.8

Return on attributed equity (%)

2,3

15.6

22.2

22.4

20.3

19.5

Loans, gross (CHF bn)

283.8

288.5

142.9

(2)

99

283.8

142.9

Customer deposits (CHF bn)

273.0

268.9

167.2

2

63

273.0

167.2

Impaired loan portfolio as a percentage of total loan portfolio, gross (%)

2,4

0.9

0.7

0.8

0.9

0.8

Underlying performance measures

Pre-tax profit growth (year-on-year, %)

2

57.6

79.8

50.6

50.1

11.1

Cost / income ratio (%)

2

57.6

57.1

53.6

56.0

57.0

1 Information reflects Personal & Corporate

Banking as reported in the fourth quarter

of 2022 and the twelve months of

2022, respectively.

2 Refer to “Alternative

performance measures” in the appendix to

this

report for the definition and calculation method.

3 Refer to the “Capital management” section of the UBS Group first quarter 2023 report for more information

about the equity attribution framework.

4 Refer to

the “Risk management and control” section of this report for more information about (credit-)impaired exposures.

Results

:

4Q23 vs 4Q22

Profit before tax increased

by CHF 197m, or 39%, to

CHF 701m, mainly due to

the acquisition of the Credit

Suisse

Group.

Underlying

profit

before

tax

was

CHF 794m,

after

excluding

CHF 362m

of

accretion

of

purchase

price

allocation

(PPA)

adjustments

on

financial

instruments

and

other

effects,

losses

of

CHF 267m

related

to

our

investment

in

SIX

Group,

integration-related expenses

of

CHF 163m

and

CHF 25m

of

amortization

from newly

recognized intangibles resulting from the acquisition

of the Credit Suisse Group.

Total revenues

Total revenues increased by CHF 1,057m,

or 98%,

to CHF 2,136m,

mainly due

to the

consolidation of

Credit Suisse

revenues, and included

CHF 362m of accretion

of PPA adjustments on

financial instruments

and other effects,

with

the underlying

increase largely

reflecting increases

across almost

all business

income lines,

predominantly in

net

interest

income,

partly

offset

by

the

aforementioned

losses

of

CHF 267m

in

other

income.

Excluding

the

aforementioned accretion effects and losses, underlying total revenues were CHF 2,042m.

Net interest income increased

by CHF 902m, or 150%,

to CHF 1,505m, largely attributable to

the consolidation of

Credit Suisse net

interest income,

and included

CHF 326m

of accretion

of PPA adjustments

on financial

instruments

and

other

effects,

with

the

remaining

increase

mainly

driven

by

higher

deposit

margins,

resulting

from

higher

interest rates, partly

offset by lower

deposit fees. Excluding

accretion effects, underlying net

interest income was

CHF 1,179m.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items |

Personal & Corporate Banking

24

Recurring net fee

income increased

by CHF 228m,

or 118%, to

CHF 421m, mainly

attributable to the

consolidation

of Credit Suisse recurring

net fee income, with

the remaining increase

including higher revenues

related to custody

assets and mandates, reflecting higher

average volumes of underlying assets.

Transaction-based income

increased by CHF 158m,

or 59%, to CHF 427m,

largely attributable to

the consolidation

of Credit

Suisse transaction-based

income, and

included CHF 36m

of accretion

of PPA

adjustments on

financial

instruments and other effects.

Excluding accretion effects, underlying transaction-based

income was CHF 391m.

Other income

was negative

CHF 217m, compared with

positive other

income of

CHF 13m, mostly

reflecting the

losses of CHF 267m related to our investment

in SIX Group.

Credit loss expense / release

Net

credit

loss

expenses

were

CHF 72m,

primarily

related

to

stage 3

positions,

compared

with

net

releases

of

CHF 3m in the fourth quarter of 2022.

Operating expenses

Operating expenses increased by CHF 785m, or 136%, to CHF 1,363m, largely due to the consolidation of Credit

Suisse expenses, with the remaining increase mostly

reflecting integration-related expenses. Excluding

integration-

related expenses of

CHF 163m and CHF 25m

of amortization from

newly recognized intangibles

resulting from the

acquisition of the Credit Suisse Group, underlying operating

expenses were CHF 1,175m.

Personal & Corporate Banking – in US dollars

As of or for the quarter ended

% change from

As of or for the year

ended

USD m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Net interest income

1,722

1,742

633

(1)

172

5,304

2,191

Recurring net fee income

2

481

485

202

(1)

138

1,511

852

Transaction-based income

2

486

611

281

(20)

73

1,859

1,212

Other income

(259)

34

14

(238)

48

Total revenues

2,431

2,871

1,130

(15)

115

8,436

4,302

Credit loss expense / (release)

83

168

(4)

(51)

501

39

Operating expenses

1,560

1,579

605

(1)

158

4,787

2,452

Business division operating profit / (loss) before tax

788

1,124

529

(30)

49

3,148

1,812

Underlying results

Total revenues as reported

2,431

2,871

1,130

(15)

115

8,436

4,302

of which: accretion of PPA adjustments on financial instruments and other effects

414

446

(7)

1,013

of which: losses related to investment in SIX Group

(317)

(317)

Total revenues (underlying)

2

2,334

2,426

1,130

(4)

106

7,741

4,302

Credit loss expense / (release)

83

168

(4)

(51)

501

39

Operating expenses as reported

1,560

1,579

605

(1)

158

4,787

2,452

of which: integration-related expenses

2

188

166

14

383

of which: amortization from newly recognized intangibles

resulting from the acquisition of

the Credit Suisse Group

29

28

2

65

Operating expenses (underlying)

2

1,343

1,385

605

(3)

122

4,338

2,452

of which: expenses for litigation, regulatory and similar matters

0

(9)

(13)

(9)

(13)

Business division operating profit / (loss) before tax as reported

788

1,124

529

(30)

49

3,148

1,812

Business division operating profit / (loss) before tax (underlying)

2

908

872

529

4

72

2,902

1,812

Performance measures and other information

Pre-tax profit growth (year-on-year, %)

2

49.1

154.5

44.9

73.8

4.7

Cost / income ratio (%)

2

64.2

55.0

53.5

56.7

57.0

Average attributed equity (USD bn)

3

20.2

20.2

9.3

0

117

15.5

9.3

Return on attributed equity (%)

2,3

15.6

22.2

22.8

20.3

19.5

Loans, gross (USD bn)

337.2

315.0

154.6

7

118

337.2

154.6

Customer deposits (USD bn)

324.3

293.6

180.8

10

79

324.3

180.8

Impaired loan portfolio as a percentage of total loan portfolio, gross (%)

2,4

0.9

0.7

0.8

0.9

0.8

Underlying performance measures

Pre-tax profit growth (year-on-year, %)

2

71.7

97.5

44.9

60.2

6.9

Cost / income ratio (%)

2

57.5

57.1

53.5

56.0

57.0

1 Information reflects Personal & Corporate

Banking as reported in the fourth quarter

of 2022 and the twelve months of

2022, respectively.

2 Refer to “Alternative

performance measures” in the appendix to

this

report for the definition and calculation method.

3 Refer to the “Capital management” section of the UBS Group first quarter 2023 report for more information

about the equity attribution framework.

4 Refer to

the “Risk management and control” section of this report for more information about (credit-)impaired exposures.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Asset

Management

25

Asset Management

Asset Management

As of or for the quarter ended

% change from

As of or for the year

ended

USD m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Net management fees

2

725

737

471

(2)

54

2,507

2,050

Performance fees

52

18

24

194

118

104

64

Net gain from disposals

27

27

848

Total revenues

805

755

495

7

63

2,639

2,961

Credit loss expense / (release)

(1)

0

0

0

0

Operating expenses

691

724

372

(5)

86

2,321

1,564

Business division operating profit / (loss) before tax

115

31

124

269

(7)

318

1,397

Underlying results

Total revenues as reported

805

755

495

7

63

2,639

2,961

of which: net gain from disposals

3

848

Total revenues (underlying)

4

805

755

495

7

63

2,639

2,114

Credit loss expense / (release)

(1)

0

0

0

0

Operating expenses as reported

691

724

372

(5)

86

2,321

1,564

of which: integration-related expenses

4

66

125

(47)

205

Operating expenses (underlying)

4

625

599

372

4

68

2,116

1,564

of which: expenses for litigation, regulatory and similar matters

6

1

0

8

1

Business division operating profit / (loss) before tax as reported

115

31

124

269

(7)

318

1,397

Business division operating profit / (loss) before tax (underlying)

4

180

156

124

16

46

522

550

Performance measures and other information

Pre-tax profit growth (year-on-year, %)

4

(7.5)

(77.8)

(62.9)

(77.3)

35.7

Cost / income ratio (%)

4

85.8

95.9

75.1

88.0

52.8

Average attributed equity (USD bn)

5

2.3

2.3

1.7

0

36

2.0

1.7

Return on attributed equity (%)

4,5

19.9

5.4

29.3

15.6

81.2

Gross margin on invested assets (bps)

4,6

20

19

19

19

27

Underlying performance measures

Pre-tax profit growth (year-on-year, %)

4

45.6

11.2

(62.9)

(5.0)

(46.6)

Cost / income ratio (%)

4

77.7

79.3

75.1

80.2

74.0

Information by business line / asset

class

Net new money (USD bn)

4

Equities

(6.4)

(5.7)

0.3

(4.0)

(12.8)

Fixed Income

(5.6)

4.6

12.9

17.8

36.5

of which: money market

1.4

5.7

16.3

22.3

26.3

Multi-asset & Solutions

0.9

(0.5)

(6.7)

2.2

(1.3)

Hedge Fund Businesses

(1.6)

(1.7)

3.6

(4.2)

2.3

Real Estate & Private Markets

0.3

0.7

0.5

2.7

0.2

Total net new money excluding associates

(12.4)

(2.6)

10.8

14.6

24.8

of which: net new money excluding money market

(13.8)

(8.3)

(5.6)

(7.7)

(1.6)

Associates

7

0.1

1.2

(1.4)

1.1

7.7

Total net new money

6

(12.2)

(1.5)

9.3

15.7

32.5

Invested assets (USD bn)

4

Equities

644

588

456

10

41

644

456

Fixed Income

445

446

296

0

51

445

296

of which: money market

134

146

119

(8)

13

134

119

Multi-asset & Solutions

274

248

155

10

77

274

155

Hedge Fund Businesses

57

58

55

(2)

3

57

55

Real Estate & Private Markets

156

149

102

5

54

156

102

Total invested assets excluding associates

1,577

1,489

1,064

6

48

1,577

1,064

of which: passive strategies

715

642

443

11

61

715

443

Associates

7

72

70

24

3

205

72

24

Total invested assets

6

1,649

1,559

1,088

6

52

1,649

1,088

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Asset

Management

26

Asset Management (continued)

As of or for the quarter ended

% change from

As of or for the year

ended

USD m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Information by region

Invested assets (USD bn)

4

Americas

402

387

298

4

35

402

298

Asia Pacific

6

211

225

173

(6)

22

211

173

Europe, Middle East and Africa (excluding Switzerland)

354

328

263

8

35

354

263

Switzerland

682

619

354

10

93

682

354

Total invested assets

6

1,649

1,559

1,088

6

52

1,649

1,088

Information by channel

Invested assets (USD bn)

4

Third-party institutional

939

899

606

4

55

939

606

Third-party wholesale

177

162

116

9

53

177

116

UBS’s wealth management businesses

461

427

342

8

35

461

342

Associates

7

72

70

24

3

205

72

24

Total invested assets

6

1,649

1,559

1,088

6

52

1,649

1,088

1 Information reflects Asset

Management as reported

in the fourth

quarter of 2022

and the twelve

months of 2022, respectively.

2 Net management fees

include transaction fees,

fund administration revenues

(including net interest and trading

income from lending activities

and foreign-exchange hedging as

part of the fund

services offering), distribution fees,

incremental fund-related expenses,

gains or losses from

seed

money and co-investments,

funding costs,

the negative pass-through

impact of third-party

performance fees,

and other items

that are not

Asset Management’s

performance fees.

3 Only includes items

that are

deemed material.

4 Refer to “Alternative

performance measures” in

the appendix to this

report for the definition

and calculation method.

5 Refer to the “Capital

management” section of the

UBS Group first

quarter 2023 report for more information about the

equity attribution framework.

6 Starting with the second quarter of 2023, net

new money and invested assets include net new money

and invested assets from

associates, to better reflect the business strategy. Comparative figures have been restated to

reflect this change.

7 The invested assets and net new money amounts reported for

associates are prepared in accordance

with their local regulatory requirements and practices.

Results: 4Q23 vs 4Q22

Profit before

tax decreased by

USD 9m, or

7%, to

USD 115m, mainly due

to the

acquisition of the

Credit Suisse

Group. Excluding integration-related expenses

of USD 66m, underlying profit before tax

was USD 180m.

Total revenues

Total

revenues

increased

by

USD 310m,

or

63%,

to

USD 805m,

reflecting

the

consolidation

of

Credit

Suisse

revenues and

net gains

on sale

of USD 27m,

mainly from

the completion

of the

sale of

a majority

stake in

UBS

Hana Asset Management Co., Ltd.

Net management fees increased by USD 254m,

or 54%, to USD 725m, largely attributable to the consolidation

of

Credit

Suisse

net

management fees

and

also

due

to

positive

foreign

currency effects

and

market performance,

partly offset by continued margin compression.

Performance fees increased

by USD 28m, or 118%,

to USD 52m, mainly attributable

to the consolidation

of Credit

Suisse performance fees and also due to an increase in Hedge Fund Businesses, partly offset by a

decrease in Real

Estate & Private Markets.

Operating expenses

Operating expenses increased by USD 319m, or 86%, to USD 691m, mainly reflecting the

consolidation of Credit

Suisse

expenses.

The

increase

was

also

due

to

integration-related

expenses,

increases

in

personnel

expenses,

adverse foreign

currency effects

and increases

in technology

expenses.

Excluding integration-related expenses

of

USD 66m, underlying operating expenses

were USD 625m.

Invested assets: 4Q23 vs 3Q23

Invested assets increased by USD 90bn to USD 1,649bn, reflecting positive market performance of USD 66bn and

positive foreign

currency effects

of USD 61bn,

partly offset

by negative

net new

money of

USD 12bn and

a decrease

of USD 24bn related to divestments,

primarily the sale of UBS Hana

Asset Management Co., Ltd. Excluding

money

market flows and associates, net new

money was negative USD 14bn.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Investment

Bank

27

Investment Bank

Investment Bank

As of or for the quarter ended

% change from

As of or for the year

ended

USD m, except where indicated

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Advisory

190

191

172

(1)

11

746

733

Capital Markets

646

507

159

27

305

1,649

854

Global Banking

836

698

331

20

152

2,395

1,587

Execution Services

414

379

371

9

11

1,578

1,643

Derivatives & Solutions

446

605

541

(26)

(18)

2,707

3,665

Financing

442

468

438

(6)

1

1,981

1,822

Global Markets

1,303

1,452

1,351

(10)

(4)

6,265

7,129

of which: Equities

1,005

1,080

883

(7)

14

4,546

4,970

of which: Foreign Exchange, Rates and Credit

297

373

468

(20)

(36)

1,720

2,160

Total revenues

2,139

2,151

1,682

(1)

27

8,661

8,717

Credit loss expense / (release)

48

4

8

496

190

(12)

Operating expenses

2,260

2,377

1,563

(5)

45

8,515

6,832

Business division operating profit / (loss) before tax

(169)

(230)

112

(27)

(44)

1,897

Underlying results

Total revenues as reported

2,139

2,151

1,682

(1)

27

8,661

8,717

of which: accretion of PPA adjustments on financial instruments

277

251

11

583

of which: losses in the first quarter of 2022 from transactions with

Russian counterparties

(93)

Total revenues (underlying)

2

1,861

1,900

1,682

(2)

11

8,078

8,810

Credit loss expense / (release)

48

4

8

496

190

(12)

Operating expenses as reported

2,260

2,377

1,563

(5)

45

8,515

6,832

of which: integration-related expenses

2

166

365

(55)

692

Operating expenses (underlying)

2

2,094

2,012

1,563

4

34

7,823

6,832

of which: expenses for litigation, regulatory and similar matters

13

0

20

(36)

78

122

Business division operating profit / (loss) before tax as reported

(169)

(230)

112

(27)

(44)

1,897

Business division operating profit / (loss) before tax (underlying)

2

(280)

(116)

112

143

64

1,990

Performance measures and other information

Pre-tax profit growth (year-on-year, %)

2

(251.2)

(151.5)

(84.4)

(102.3)

(27.9)

Cost / income ratio (%)

2

105.7

110.5

92.9

98.3

78.4

Average attributed equity (USD bn)

3

14.4

14.7

12.7

(2)

14

13.8

13.0

Return on attributed equity (%)

2,3

(4.7)

(6.2)

3.5

(0.3)

14.6

Underlying performance measures

Pre-tax profit growth (year-on-year, %)

2

(351.3)

(125.9)

(84.4)

(96.8)

(43.0)

Cost / income ratio (%)

2

112.5

105.9

92.9

96.8

77.6

1 Information reflects the Investment Bank as reported

in the fourth quarter of 2022 and the

twelve months of 2022, respectively.

2 Refer to “Alternative

performance measures” in the appendix to this report

for

the definition and calculation method.

3 Refer to the “Capital management” section of the UBS Group first quarter 2023 report for more information about

the equity attribution framework.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Investment

Bank

28

Results: 4Q23 vs 4Q22

Loss before

tax was

USD 169m, compared

with profit

before tax

of USD 112m,

mainly due

to higher

operating

expenses associated with the acquisition of the Credit Suisse Group, which included integration-related expenses,

partly

offset

by

higher

total

revenues.

Excluding

USD 277m

of

accretion

of

purchase

price

allocation

(PPA)

adjustments on

financial instruments

and integration-related

expenses of

USD 166m, underlying

loss before

tax

was USD 280m.

Total revenues

Total

revenues increased by USD 457m, or 27%, to USD 2,139m, mainly due to the

consolidation of Credit Suisse

revenues, and included

the aforementioned USD 277m

of accretion

effects. Underlying total

revenues increased,

largely driven

by higher

Global Banking

revenues, partly

offset by

lower Global

Markets revenues.

Excluding the

aforementioned accretion effects, underlying total revenues were USD 1,861m.

Global Banking

Global Banking

revenues increased by

USD 505m, or 152%,

to USD 836m,

largely attributable

to the consolidation

of Credit Suisse revenues, and included USD

275m of accretion effects. Excluding the

accretion effects, underlying

Global Banking revenues increased by USD 230m, or 69%.

The relevant market fee pool

1,2

decreased 7%.

Advisory revenues

increased by

USD 18m, or

11%, to

USD 190m, mainly

due to

higher merger

and acquisition

transaction revenues, which increased by

USD 19m, or 14%. The relevant global fee

pool

1,2

decreased 14%.

Capital

Markets

revenues

increased

by

USD 487m,

or

305%,

to

USD 646m,

mainly

attributable

to

the

aforementioned

USD 275m

of

accretion

effects.

Excluding

the

accretion

effects,

underlying

Capital

Markets

revenues

increased

by

USD 212m,

or

133%,

due

to

increases

across

Leveraged

Capital

Markets,

Debt

Capital

Markets and Equity

Capital Markets,

with fee-pool-comparable

revenues in all

products outperforming

the relevant

global fee pools.

1,2

Global Markets

Global Markets revenues decreased

by USD 48m, or 4%,

to USD 1,303m, primarily driven by

lower Derivatives &

Solutions revenues, offset by higher Execution Services

revenues.

Execution Services

revenues increased

by USD 43m, or

11%, to USD 414m,

with increases

across Cash Equities

and

higher revenues from foreign exchange products

that are traded over electronic platforms.

Derivatives &

Solutions revenues

decreased by

USD 95m, or

18%, to

USD 446m, mostly

driven by

Rates and

Foreign

Exchange, due

to lower

levels of

both volatility

and client

activity, partly

offset by

higher Equity

Derivatives revenues.

Financing revenues increased by USD 4m, or

1%, to USD 442m.

Equities

Global Markets Equities

revenues increased by

USD 122m, or 14%,

to USD 1,005m, mainly

driven by higher

Equity

Derivatives revenues.

Foreign Exchange, Rates and Credit

Global Markets

Foreign

Exchange, Rates

and

Credit

revenues

decreased by

USD 171m, or

36%,

to USD 297m,

primarily driven by lower Rates and Foreign Exchange

revenues.

Credit loss expense / release

Net credit

loss expenses

were USD 48m,

primarily related

to stage 3

positions, compared

with USD 8m

in the

fourth

quarter of 2022.

Operating expenses

Operating expenses increased

by USD 697m, or

45%, to USD 2,260m,

largely due to

integration-related expenses,

the consolidation

of Credit

Suisse expenses,

higher variable

compensation recognized

in the

quarter and

higher

technology expenses.

Excluding integration-related

expenses of

USD 166m, underlying

operating expenses

were

USD 2,094m.

1

UBS fee-pool-comparable revenues consist of revenues

from: merger-and-acquisition-related transactions; Equity

Capital Markets, excluding

derivatives; Leveraged Capital Markets,

excluding the impact of mark-to-

market movements on loan portfolios; and Debt Capital Markets,

excluding revenues related to debt underwriting of UBS instruments.

2

Source: Dealogic, as of 29 December 2023.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Non-core

and Legacy

29

Non-core and Legacy

Non-core and Legacy

As of or for the quarter ended

% change from

As of or for the year

ended

USD m

31.12.23

30.9.23

1

31.12.22

2

3Q23

4Q22

31.12.23

31.12.22

2

Results

Total revenues

162

350

53

(54)

204

741

237

Credit loss expense / (release)

15

59

0

193

2

Operating expenses

1,873

2,152

21

(13)

5,290

104

Operating profit / (loss) before tax

(1,726)

(1,861)

33

(7)

(4,741)

131

Underlying results

Total revenues as reported

162

350

53

(54)

204

741

237

of which: litigation settlement

62

Total revenues (underlying)

3

162

350

53

(54)

204

741

175

Credit loss expense / (release)

15

59

0

193

2

Operating expenses as reported

1,873

2,152

21

(13)

5,290

104

of which: integration-related expenses

3

749

918

1,772

Operating expenses (underlying)

3

1,124

1,234

21

(9)

3,518

104

of which: expenses for litigation, regulatory and similar matters

(33)

(2)

(11)

637

(12)

Operating profit / (loss) before tax as reported

(1,726)

(1,861)

33

(7)

(4,741)

131

Operating profit / (loss) before tax (underlying)

3

(977)

(943)

33

4

(2,969)

69

Performance measures and other information

Average attributed equity

4

8.1

9.0

1.0

(11)

687

5.2

1.1

Risk-weighted assets (USD bn)

72.0

77.5

13.0

(7)

454

72.0

13.0

Leverage ratio denominator (USD bn)

137.1

156.4

6.3

(12)

137.1

6.3

1 Information has been revised. Refer

to “Accounting

for the acquisition of the

Credit Suisse Group” in the “Consolidated

financial information” section of this

report for more information.

2 Information reflects

Non-core and Legacy Portfolio

as reported in Group

Functions in the fourth

quarter of 2022

and the twelve months

of 2022, respectively.

3 Refer to “Alternative

performance measures” in

the appendix to this

report for the definition and calculation method.

4 Refer to the “Capital management” section of the UBS Group first quarter 2023 report for more information about the equity attribution framework.

Composition of Non-core and Legacy

1

USD bn

RWA

Total assets

LRD

31.12.23

30.9.23

31.12.23

30.9.23

31.12.23

30.9.23

Exposure category

Equities

3.1

4.1

20.0

28.9

13.4

17.9

Macro

9.3

7.9

55.7

64.6

24.8

29.8

Loans

11.2

14.5

13.0

14.0

14.8

17.2

Securitized products

13.5

14.3

26.2

28.2

27.6

29.2

Credit

2.8

3.4

5.2

2.8

4.9

3.9

High-quality liquid assets

50.5

55.3

50.5

53.2

Operational risk

30.0

30.0

Other

2.0

3.3

2.3

3.2

1.1

5.2

Total

72.0

77.5

172.9

196.9

137.1

156.4

1 During the fourth quarter, we have revised allocations and aligned methodologies

across UBS and Credit Suisse.

Results: 4Q23 vs 4Q22

Loss

before

tax

was

USD 1,726m,

compared

with

profit

before

tax

of

USD 33m.

Excluding

integration-related

expenses of USD 749m, underlying loss before

tax was USD 977m.

Total revenues

Total

revenues increased by USD 109m

to USD 162m, mainly due to the transfer of assets and liabilities into Non-

core and

Legacy following the

acquisition of the

Credit Suisse

Group. Revenues were

mainly driven by

net gains

from position marks and unwinds.

Credit loss expense / release

Net

credit

loss

expenses

were

USD 15m,

mainly

related

to

incremental

provisions

that

reflected

a

further

deterioration in

credit risk

across the

lending book

of Non-core

and Legacy, compared

with net

expenses of

USD 0m

in the fourth quarter of 2022.

UBS Group fourth quarter 2023 report |

UBS business divisions and Group Items | Non-core

and Legacy

30

Operating expenses

Operating expenses

were USD 1,873m,

compared with

USD 21m, mainly

driven by

the acquisition

of the

Credit

Suisse Group, and included integration-related expenses of USD 749m. Integration-related expenses included real

estate

impairments and

personnel

costs.

Excluding

integration-related

expenses,

underlying

operating

expenses

were USD 1,124m.

Risk-weighted assets and leverage ratio denominator:

4Q23 vs 3Q23

Risk-weighted

assets

decreased

by

USD 5.5bn,

or

7%,

to

USD 72.0bn,

mainly

driven

by

an

accelerated roll-off

arising

from

our

actions

to

actively

unwind

the

portfolio,

in

addition

to

the

natural

roll-off.

The

leverage

ratio

denominator decreased

by USD 19.3bn,

or 12%,

to USD 137.1bn,

driven by

business reductions

across all

asset

classes and lower high-quality liquid assets.

Group Items

Group Items

As of or for the quarter ended

% change from

As of or for the year

ended

USD m

31.12.23

30.9.23

31.12.22

1

3Q23

4Q22

31.12.23

31.12.22

1

Results

Total revenues

(126)

(242)

67

(48)

(833)

(622)

Credit loss expense / (release)

(2)

6

0

6

1

Operating expenses

17

7

(15)

125

440

(12)

Operating profit / (loss) before tax

(140)

(255)

81

(45)

(1,279)

(611)

Underlying results

Total revenues as reported

(126)

(242)

67

(48)

(833)

(622)

of which: accretion of PPA adjustments on financial instruments

(32)

(57)

(35)

of which: gain from sales of real estate

68

68

Total revenues (underlying)

2

(94)

(186)

(1)

(49)

(798)

(690)

Credit loss expense / (release)

(2)

6

0

6

1

Operating expenses as reported

17

7

(15)

124

440

(12)

of which: integration-related expenses

2

93

(2)

438

of which: acquisition-related costs

(1)

26

202

Operating expenses (underlying)

2

(75)

(17)

(15)

349

416

(200)

(12)

of which: expenses for litigation, regulatory and similar matters

(28)

0

0

(27)

6

Operating profit / (loss) before tax as reported

(140)

(255)

81

(45)

(1,279)

(611)

Operating profit / (loss) before tax (underlying)

2

(17)

(174)

13

(90)

(603)

(679)

1 Information reflects Group Functions as

reported in the fourth quarter of

2022 and the twelve months of

2022, respectively, excluding Non-core and Legacy Portfolio.

2 Refer to “Alternative performance measures”

in the appendix to this report for the definition and calculation method.

Results: 4Q23 vs 4Q22

Loss before

tax was

USD 140m, compared

with a

gain of

USD 81m, mainly

due to

the acquisition

of the

Credit

Suisse Group. Excluding net USD 92m of integration-

and acquisition-related expenses and USD 32m of accretion

of

purchase

price

allocation

adjustments

on

financial

instruments,

underlying

loss

before

tax

was

USD 17m,

compared with an underlying gain of USD 13m,

excluding a gain of USD 68m from the sale of

real estate.

In addition, the

fourth quarter

of 2023 included

a USD 32m

increase in funding

costs related to

deferred tax assets.

Income

from

Group

hedging

and

own

debt,

including

hedge

accounting

ineffectiveness,

was

net

positive

USD 268m, compared with net positive income of USD 129m. The results in the prior-year quarter were driven by

mark-to-market

effects

on

portfolio-level

economic

hedges

due

to

rising

interest

rates

and

cross-currency-basis

widening. The increase of USD 139m year-on-year predominantly results

from the acquisition of the Credit Suisse

Group.

Income related

to centralized

Group Treasury

risk management

was negative

USD 58m, compared

with positive

USD 5m.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet

31

Risk, capital, liquidity and

funding, and balance sheet

Management report

Table of contents

32

Risk management and control

32

Credit risk

34

Market risk

35

Country risk

36

Non-financial risk

38

Capital management

40

Total

loss-absorbing capacity

43

Risk-weighted assets

45

Leverage ratio denominator

46

Liquidity and funding management

46

Strategy, objectives and governance

46

Liquidity coverage ratio

47

Net stable funding ratio

47

Balance sheet and off-balance sheet

47

Balance sheet assets

48

Balance sheet liabilities

48

Equity

49

Off-balance sheet

49

Share information and earnings per share

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

32

Risk management and control

This

section

provides

information

about

key

developments

during

the

reporting

period

and

should

be

read

in

conjunction

with

the

“Risk

management

and

control”

section

of

the

Annual

Report

2022

and

the

“Recent

developments” section of this report for

more information about the integration

of Credit Suisse.

Credit risk

Overall banking products exposure

Overall banking

products exposure

increased by

USD 80bn to

USD 1,180bn as

of 31 December

2023, driven

by

increased balances

at central

banks and,

to a

lesser extent,

by increased

loans and

advances to

customers in

Personal

& Corporate Banking, reflecting currency effects.

Total net

credit loss

expenses in

the fourth

quarter of 2023

were USD 136m, reflecting

net releases of

USD 43m

related to performing positions and net expenses

of USD 180m

on credit-impaired positions.

Refer to the “Balance sheet and off-balance sheet” section of this report for more information about balance sheet

movements

Refer to the “Group performance” section of this report for more information about credit loss expense / release

Loan underwriting

In the Investment Bank,

mandated loan underwriting

commitments on a

notional basis decreased by

USD 0.7bn to

USD 2.1bn as of 31 December 2023, driven by distribution and syndication activities partially offset by new deals.

In Non-core and

Legacy,

exposure decreased

by USD 0.4bn

to USD 1.0bn,

mainly due

to de-risking

via commitment

reductions and syndication of

remaining legacy positions.

As of 31 December 2023,

USD 50m and USD 1.0bn of

commitments

in

the

Investment

Bank

and

in

Non-core

and

Legacy,

respectively,

had

not

been

distributed

as

originally planned.

Loan underwriting exposures are classified as

held for trading, with fair

values reflecting the market conditions at

the end of the quarter. Credit hedges are

in place to help protect against fair value movements

in the portfolio.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

33

Banking and traded products exposure in our business divisions and Group Items

31.12.23

USD m

Global

Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core

and Legacy

Group

Items

Total

Banking products

1

Gross exposure

409,735

482,123

1,700

96,878

50,223

138,884

1,179,543

of which: loans and advances to customers (on-balance sheet)

279,384

337,218

13

16,993

8,106

155

641,868

of which: guarantees and loan commitments (off-balance sheet)

21,344

58,618

59

36,094

3,149

18,569

137,833

Traded products

2,3,4

Gross exposure

11,812

4,748

0

47,630

64,191

of which: over-the-counter derivatives

8,397

4,116

0

12,400

24,913

of which: securities financing transactions

371

19

0

23,044

23,434

of which: exchange-traded derivatives

3,045

613

0

12,186

15,844

Other credit lines, gross

5

70,130

88,279

0

4,714

5

127

163,256

Total credit-impaired exposure, gross

1,681

3,045

0

469

1,169

2

6,367

of which: stage 3

1,012

2,640

0

408

290

2

4,352

of which: PCI

668

405

0

61

879

0

2,014

Total allowances and provisions for expected credit losses

390

1,234

1

358

271

8

2,260

of which: stage 1

166

372

1

133

20

7

700

of which: stage 2

66

255

0

78

16

0

416

of which: stage 3

98

590

0

146

158

0

992

of which: PCI

59

16

0

1

77

0

153

30.9.23

6

USD m

Global

Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core

and Legacy

Group

Items

Total

Banking products

1

Gross exposure

7

401,291

451,608

1,927

97,031

53,811

93,444

1,099,112

of which: loans and advances to customers (on-balance sheet)

277,710

314,973

(1)

16,244

9,531

676

619,133

of which: guarantees and loan commitments (off-balance sheet)

20,382

56,321

57

37,914

5,801

11,792

132,266

Traded products

2,3,4

Gross exposure

13,364

5,749

0

52,529

71,642

of which: over-the-counter derivatives

9,653

5,185

0

15,631

30,469

of which: securities financing transactions

370

17

0

24,469

24,856

of which: exchange-traded derivatives

3,341

549

0

12,429

16,319

Other credit lines, gross

5

69,094

85,140

0

4,634

5

111

158,986

Total credit-impaired exposure, gross

1,550

2,288

0

357

955

118

5,267

of which: stage 3

914

1,848

0

348

156

1

3,266

of which: PCI

636

440

0

9

800

117

2,002

Total allowances and provisions for expected credit losses

409

1,090

1

305

154

18

1,977

of which: stage 1

167

362

1

151

37

15

733

of which: stage 2

97

241

0

73

6

0

418

of which: stage 3

101

476

0

76

71

0

723

of which: PCI

44

11

0

5

40

3

103

1 IFRS 9

gross exposure for

banking products includes the

following financial assets

in scope of

expected credit loss

measurement: balances at

central banks,

loans and advances

to banks, loans

and advances to

customers, other financial assets at amortized cost, guarantees and irrevocable loan commitments.

2 Internal management view of credit risk, which differs in certain respects from IFRS.

3 As counterparty risk for

traded products is managed at counterparty level, no further split between

exposures in the Investment Bank, Non-core and Legacy, and Group Items is provided.

4 Credit Suisse traded products are presented before

reflection of the impact of the purchase price allocation

performed under IFRS 3, Business Combinations, following the acquisition of the Credit Suisse Group by UBS.

The acquisition date adjustment is less than USD

1bn and, if applied, would

lead to a reduction in

our reported traded products exposure.

5 Unconditionally revocable committed credit

lines.

6 Comparative-period information has been

revised. Refer to “Accounting

for the acquisition of the

Credit Suisse Group” in the

“Consolidated financial information” section

of this report for

more information.

7 The segment

allocation of the gross banking

products exposure has been

revised to reflect an allocation

of high-quality liquid assets

from Group Items to the

business divisions for the Credit

Suisse sub-group, with no impact on

total gross exposure for

the UBS Group. Comparative information

as of 30 September 2023 has been amended

to reflect this change, resulting in

an increase to gross exposure in Global

Wealth Management of USD 14.4bn,

in Personal & Corporate Banking

of USD 24.2bn, in the

Investment Bank of USD 4.0bn and in Non-core and Legacy of USD 31.4bn, with an offsetting effect in Group Items.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

34

Market risk

The UBS

Group excluding

Credit Suisse

continued to

maintain generally

low levels

of management

value-at-risk

(VaR). Average management VaR (1-day,

95% confidence level) decreased marginally from USD 17m to USD

16m

at the

end of

the fourth quarter

of 2023.

There were

no new

VaR

negative backtesting exceptions in

the fourth

quarter of 2023.

The number of

negative backtesting exceptions

within the most

recent 250-business-day window

remained at zero.

Credit Suisse’s average management VaR (1-day, 98% confidence level) decreased from USD 27m to

USD 23m at

the end of the fourth quarter of

2023, driven by continued strategic migration of positions to UBS

and de-risking

within Non-core and Legacy.

In the fourth quarter of 2023, Credit Suisse

had one backtesting exception,

driven by

fair value adjustments to certain positions in

the trading inventory as a result of an increase

in exit cost reserves.

The Swiss

Financial Market Supervisory

Authority (FINMA) VaR

multiplier derived from

backtesting exceptions for

market risk risk-weighted assets was unchanged compared with the prior quarter, at 3.0, for both the UBS Group

excluding Credit Suisse and Credit Suisse.

Management value-at-risk (1-day, 95% confidence, 5 years of historical data) of our business divisions and Group Items

excluding Credit Suisse components by general market risk type

1

Average by risk type

USD m

Min.

Max.

Period end

Average

Equity

Interest

rates

Credit

spreads

Foreign

exchange

Commodities

Global Wealth Management

1

2

2

1

0

1

2

0

0

Personal & Corporate Banking

0

0

0

0

0

0

0

0

0

Asset Management

0

0

0

0

0

0

0

0

0

Investment Bank

10

23

18

16

9

16

6

2

3

Non-core and Legacy

1

2

1

1

0

1

1

0

0

Group Items

4

5

5

4

1

4

3

1

0

Diversification effect

2,3

(7)

(6)

(1)

(6)

(4)

(1)

0

Total as of 31.12.23

11

24

19

16

9

16

7

2

3

Total as of 30.9.23

10

25

15

17

12

11

7

2

3

Management value-at-risk (1-day, 98% confidence, 2 years of historical data) of the Credit Suisse components of our

business divisions and Group Items by general market risk type

1

Average by risk type

USD m

Min.

Max.

Period end

Average

Equity

Interest

rates

Credit

spreads

Foreign

exchange

Commodities

Global Wealth Management

2

7

2

4

1

0

3

0

0

Personal & Corporate Banking

0

0

0

0

0

0

0

0

0

Asset Management

0

0

0

0

0

0

0

0

0

Non-core and Legacy

4

18

22

19

21

11

8

16

1

1

Group Items

0

0

0

0

0

0

0

0

0

Diversification effect

2,3

(1)

(2)

0

4

(3)

0

0

Total as of 31.12.23

20

25

21

23

11

12

16

1

1

Total as of 30.9.23

23

29

23

27

14

14

18

2

1

1 Statistics at individual levels may not be summed

to deduce the corresponding aggregate figures. The

minima and maxima for each level may occur

on different days, and, likewise,

the value-at-risk (VaR) for each

business line or risk type, being driven

by the extreme loss tail of the corresponding

distribution of simulated profits and losses for

that business line or risk type,

may well be driven by different days

in the historical

time series, rendering invalid the simple summation of figures to arrive at the aggregate total.

2 The difference between the sum of the standalone VaR for the business divisions and Group Items and the total VaR.

3 As the minima

and maxima for different

business divisions and Group

Items occur on different

days, it is

not meaningful to

calculate a portfolio diversification

effect.

4 Non-core and Legacy

management VaR

consists of exposures of the previously reported Capital Release Unit (Credit Suisse) and Investment Bank (Credit Suisse).

Economic value of equity and net interest income sensitivity

The economic value of equity

(EVE) sensitivity in the UBS Group

banking book to a parallel shift

in yield curves of

+1 basis

point

was

negative

USD 30.1m

as

of

31 December

2023,

compared

with

negative

USD 27.8m

as

of

30 September 2023. This excludes the

sensitivity of USD 4.9m from

additional tier 1 (AT1)

capital instruments (as

per specific FINMA requirements)

in contrast to general

Basel Committee on

Banking Supervision (BCBS)

guidance.

The exposure in the banking book of the

UBS Group increased during the fourth quarter of 2023, due

to interest

rate risk hedges

of the recent

AT1 issuance and a combination

of market movements,

i.e., decreasing interest

rates

and the Swiss franc appreciating against the US dollar.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

35

The majority of

our interest rate

risk in

the banking

book is

a reflection of

the net asset

duration that

we run

to

offset our modeled

sensitivity of

net USD 24.3m

(30 September 2023:

USD 23.4m) assigned

to our equity,

goodwill

and

real

estate,

with

the aim

of

generating

a

stable

net

interest

income

contribution. Of

this,

USD 17.6m and

USD 5.6m

are

attributable

to

the

US

dollar

and

the

Swiss

franc

portfolios,

respectively

(30 September

2023:

USD 17.5m and USD 4.9m, respectively).

In

addition

to

the

sensitivity mentioned

above,

we

calculate

the

six

interest

rate

shock

scenarios

prescribed

by

FINMA. The “Parallel up”

scenario, assuming all positions

were fair valued,

was the most

severe and would have

resulted in

a change in

EVE of negative

USD 5.7bn, or 6.1%,

of our

tier 1 capital

(30 September 2023: negative

USD 5.2bn, or

5.6%), which

is well below

the 15%

threshold as

per the

BCBS supervisory

outlier test

for high

levels

of interest rate risk in the banking book.

The immediate effect on our tier 1 capital in the “Parallel up” scenario as of 31 December 2023 would have been

a decrease

of approximately USD 0.9bn,

or 0.9%

(30 September 2023: USD 0.9bn,

or 0.9%),

reflecting the

fact

that the vast majority of our banking book is accrual accounted or subject to hedge accounting.

The “Parallel up”

scenario would subsequently have a positive effect

on net interest income, assuming a constant

balance sheet.

Refer to “Interest rate risk in the banking book” in the “Risk management and control”

section of the Annual

Report 2022 for more information about the management of interest rate risk in the banking book

Refer to “Sensitivity to interest rate movements” in the “Group performance” section of this report for more

information about the effects of increases in interest rates on the net interest income of our banking book

Interest rate risk – banking book

31.12.23

USD m

Effect on EVE

1

– FINMA

Effect on EVE

1

– BCBS

Scenarios

CHF

EUR

GBP

USD

Other

Total

Additional tier 1 (AT1) capital

instruments

Total

+1 bp

(3.7)

(0.6)

0.1

(26.0)

0.2

(30.1)

4.9

(25.2)

Parallel up

2

(548.9)

(119.3)

16.2

(5,027.2)

(0.9)

(5,680.2)

904.6

(4,775.5)

Parallel down

2

561.8

124.3

(29.2)

5,216.0

2.8

5,875.7

(1,044.5)

4,831.3

Steepener

3

(305.3)

(13.1)

(11.9)

(1,037.0)

(33.8)

(1,401.1)

93.4

(1,307.6)

Flattener

4

189.6

(5.0)

14.0

(124.2)

30.8

105.2

109.6

214.8

Short-term up

5

(27.3)

(39.4)

19.4

(2,171.3)

23.9

(2,194.7)

486.3

(1,708.4)

Short-term down

6

26.5

41.8

(21.8)

2,312.1

(26.8)

2,331.9

(507.8)

1,824.1

30.9.23

USD m

Effect on EVE

1

– FINMA

Effect on EVE

1

– BCBS

Scenarios

CHF

EUR

GBP

USD

Other

Total

Additional tier 1 (AT1) capital

instruments

Total

+1 bp

(3.1)

(0.6)

0.1

(24.4)

0.2

(27.8)

2.5

(25.2)

Parallel up

2

(458.9)

(113.1)

12.6

(4,685.4)

18.5

(5,226.3)

475.6

(4,750.7)

Parallel down

2

463.5

131.4

(19.6)

4,989.0

(16.9)

5,547.5

(525.0)

5,022.4

Steepener

3

(221.0)

(31.3)

(10.1)

(959.0)

(33.6)

(1,254.9)

(55.4)

(1,310.3)

Flattener

4

126.5

14.1

12.1

(108.5)

34.9

79.1

161.4

240.5

Short-term up

5

(51.1)

(21.3)

15.4

(2,047.8)

34.6

(2,070.1)

342.8

(1,727.3)

Short-term down

6

45.3

23.7

(16.3)

2,172.8

(36.2)

2,189.2

(357.7)

1,831.6

1 Economic value of equity.

2 Rates across all tenors move by ±150 bps for Swiss franc, ±200 bps

for euro and US dollar, and ±250 bps for pound sterling.

3 Short-term rates decrease and long-term rates increase.

4 Short-term rates increase and long-term rates decrease.

5 Short-term rates increase more than long-term rates.

6 Short-term rates decrease more than long-term rates.

Country risk

We remain

watchful of

a range

of geopolitical

developments and

political changes

in a

number of

countries, as

well as international tensions

arising from the Russia–Ukraine war,

conflicts in the Middle East

and US–China trade

relations. Our direct

potential exposure to

Israel is

less than USD 0.5bn

and our direct

potential exposure to

Gulf

Cooperation Council

countries is

less than

USD 7bn. We

have limited

direct potential

exposure to

Egypt, Jordan

and Lebanon,

and we have

no direct exposure

to Iran, Iraq or

Syria. Our direct

potential exposure to

Russia, Belarus

and Ukraine is

immaterial, and potential

second-order impacts, such as

European energy security,

continue to be

monitored.

Inflation has abated to some extent in major Western economies, though there are still concerns regarding future

developments, and central banks’

monetary policy is in the

spotlight. The potential for

“higher-for-longer” interest

rates raises the prospect

of a global recession,

particularly as the growth

of China’s economy has

been muted. This

combination

of

factors

translates

into

a

more

uncertain

and

volatile

environment,

which

increases

the

risk

of

financial market disruption.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

36

We continue to monitor

potential trade policy

disputes, as well as

economic and political

developments in addition

to those mentioned above. We are closely watching elections in

a number of key emerging markets in 2024. Our

potential exposure to emerging market countries

is less than 10% of our total potential country

exposures.

Refer to the “Risk management and control” section of the UBS Group AG Annual Report 2023, which will be

available as of 28 March 2024 under “Annual reporting” at

ubs.com/investors

, for more information

Non-financial risk

UBS continues to

actively manage the

non-financial risks emerging

from the acquisition

of the Credit Suisse

Group,

including the

current operation

of dual

corporate structures,

and the

scale, pace

and complexity

of the

required

integration activities. These

activities continue to be

managed by our program

run by the Group

Integration Office.

The

integration of

Credit

Suisse

is

driving a

mass

migration of

data,

which

requires robust

controls

to preserve

integrity, and we

are working to

enhance our frameworks relating

to data quality

and data retention

to mitigate

these risks and to meet regulatory expectations.

Through this

period of

change, we

place an

increased focus

on maintaining

and enhancing

our control

environment

and

continue

to

cooperate

with

regulators

to

submit

and

execute

implementation

plans

to

meet

regulatory

requirements, including

regulatory remediation

requirements applicable

to Credit Suisse

AG. In addition,

the Group

is

closely

monitoring

operational

risk

indicators,

to

detect

any

potential

for

adverse

impacts

on

the

control

environment.

There is an

increased risk

of cyber-related

operational disruption

to business

activities at

our locations

and / or those

of third

parties due

to operating

an enlarged

group of

entities. This

is

combined with

the increasingly

dynamic

threat environment,

which is

intensified by current

geopolitical factors

and evidenced

by the increased

volumes and

sophistication of cyberattacks against financial

institutions globally.

Cyberattacks on third-party vendors have affected

our operations in the

past and remain a

source of residual risk

to our business. No

cyber events occurred in

the fourth quarter of 2023

related to our own

infrastructure,

or the

infrastructure of any third party, that

had material financial or operational

effects on us. We remain on heightened

alert to

respond to

and mitigate

elevated cyber

and information

security threats.

We continue

to invest

in improving

our technology

infrastructure and

information security

governance to

improve our

defense, detection

and response

capabilities

against

cyberattacks.

Following

a

post-incident

review

of

the

ION

XTP

ransomware

attack,

we

are

improving our frameworks

for managing

third parties that

support our important

business services and

continue

with actions to enhance our cyber-risk assessments

and controls over third-party vendors.

In addition, we

are working to

enhance our operational

resilience to address

these heightened risks and

to meet

regulatory deadlines through 2026. We are implementing a global framework designed to drive enhancements in

operational resilience

across all

business divisions

and relevant

jurisdictions, as

well as

working with

our third

parties,

including third-party vendors,

that are of critical

importance to our operations,

to assess their operational

resilience

against our standards.

The increasing interest

in data-driven

advisory processes,

and use of

artificial intelligence

(AI) and machine

learning,

is opening up new questions

related to the fairness of

AI algorithms, data life cycle

management, data ethics,

data

privacy and

security, and

records management.

In addition,

new risks

continue to

emerge, such

as those

which

result

from

the

demand

from

our

clients

for

distributed

ledger

technology,

blockchain-based

assets

and

cryptocurrencies; although we currently have limited exposure to such risks, relevant control frameworks for them

are implemented and reviewed on a regular

basis as they evolve.

Competition to find new business

opportunities, products and services

across the financial services sector,

both for

firms and

for customers,

is increasing,

particularly during

periods of

market volatility

and economic

uncertainty.

Thus, suitability

risk, product

selection, cross-divisional

service offerings,

quality of

advice and

price transparency

also remain areas of heightened focus for

UBS and for the industry as a whole.

Evolving

environmental,

social

and

governance

regulations

and

major

legislation,

such

as

the

Consumer

Duty

Regulation in the

United Kingdom,

the Swiss Financial

Services Act (FIDLEG)

in Switzerland,

Regulation Best

Interest

(Reg BI) in the

US and the Markets

in Financial Instruments

Directive II (MiFID II)

in the EU, all significantly

affect the

industry and have required adjustments to

control processes.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Risk management and control

37

Cross-border

risk

remains

an

area

of

regulatory

attention

for

global

financial

institutions,

including

a

focus

on

market access, such as third-country market access

into the European Economic Area, and taxation

of US persons.

Unintended

permanent

establishment

remains

an

area

of

ongoing

attention.

We

maintain

a

series

of

controls

designed to address these risks, and we are

increasing the number of controls that

are automated.

Financial crime, including

money laundering, terrorist

financing, sanctions violations,

fraud, bribery and corruption,

continues

to

present

a

major

risk,

as

technological

innovation

and

geopolitical

developments

increase

the

complexity of

doing business

and heightened

regulatory attention

continues. An

effective financial

crime prevention

program therefore remains

essential for us

and we continue

to focus on

strategic enhancements

to our global

anti-

money-laundering (AML), know-your-client (KYC) and

sanctions programs. Money laundering and

financial fraud

techniques are becoming increasingly

sophisticated, and geopolitical

volatility makes the sanctions

landscape more

complex, such

as the

extensive and

continuously evolving

sanctions arising

from the

Russia–Ukraine war,

which also

require constant attention to prevent circumvention risks,

and the conflicts in the Middle East, which may increase

terrorist financing risks.

In the US,

UBS AG is subject

to a Consent

Order with the

Office of the

Comptroller of

the Currency (the

OCC) since

May 2018

relating

to

our

US

branch

AML

and

KYC

programs.

In

response,

we

have

introduced

significant

improvements to our framework for the purpose of ensuring sustainable remediation of US-relevant Bank Secrecy

Act / AML issues across all our US legal entities.

Achieving

fair

outcomes

for

our

clients,

upholding

market

integrity

and

cultivating

the

highest

standards

of

employee conduct

are of

critical importance

to us.

We maintain

a

conduct risk

framework across

our activities,

which is designed to align our standards and conduct with these objectives and to retain momentum on fostering

a strong culture. The

firm is integrating the

UBS and Credit

Suisse conduct risk frameworks to

align the handling

of conduct risk across the firm.

In

September

2022,

the

Securities

and

Exchange

Commission

(the

SEC)

and

the

Commodity

Futures

Trading

Commission (the CFTC)

issued settlement

orders relating to

communications recordkeeping

requirements in

our US

broker-dealers

and

our

registered

swap

dealers.

In

response

to

identified

shortcomings,

we

are

continuing

to

implement a global remediation program.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

38

Capital management

The

disclosures

in

this

section

are

provided

for

UBS Group AG

on

a

consolidated

basis

and

focus

on

key

developments during

the reporting

period and

information in

accordance with

the Basel III

framework, as

applicable

to Swiss systemically relevant banks (SRBs).

They should be read in conjunction

with “Capital management” in the

“Capital,

liquidity

and

funding,

and

balance

sheet”

section

of

the

Annual

Report

2022,

which

provides

more

information about our capital management objectives, planning and activities, as

well as the Swiss SRB

total loss-

absorbing capacity (TLAC) framework.

UBS Group AG is a

holding company and

conducts substantially all

of its

operations through UBS AG

and Credit

Suisse AG, and subsidiaries

thereof. UBS Group AG, UBS AG

and Credit Suisse AG

have contributed a

significant

portion

of

their

respective

capital

to,

and

provide

substantial

liquidity

to,

such

subsidiaries.

Many

of

these

subsidiaries

are

subject

to

regulations

requiring

compliance

with

minimum

capital,

liquidity

and

similar

requirements.

Refer to the 31 December 2023 Pillar 3 Report, which will be available as of 28 March 2024 under “Pillar 3

disclosures” at

ubs.com/investors

, for more information about additional regulatory disclosures for UBS Group AG

on a consolidated basis, as well as the significant regulated subsidiaries and sub-groups of UBS Group AG

Refer to the

UBS AG Annual

Report 2023,

which will

be available

as of 28 March

2024 under

“Annual reporting”

at

ubs.com/investors

, for more information

about capital

and other

regulatory

information

for UBS AG

consolidated,

in

accordance

with the Basel

III framework,

as applicable

to Swiss SRBs

Swiss SRB going and gone concern requirements and information

As of 31.12.23

RWA

LRD

USD m, except where indicated

in %

in %

Required going concern capital

Total going concern capital

14.92

1

81,530

5.05

1

85,570

Common equity tier 1 capital

10.62

58,031

3.55

2

60,139

of which: minimum capital

4.50

24,593

1.50

25,431

of which: buffer capital

5.50

30,058

2.00

33,908

of which: countercyclical buffer

0.47

2,580

Maximum additional tier 1 capital

4.30

23,500

1.50

25,431

of which: additional tier 1 capital

3.50

19,128

1.50

25,431

of which: additional tier 1 buffer capital

0.80

4,372

Eligible going concern capital

Total going concern capital

17.05

93,155

5.49

93,155

Common equity tier 1 capital

14.50

79,263

4.68

79,263

Total loss-absorbing additional tier 1 capital

3

2.54

13,892

0.82

13,892

of which: high-trigger loss-absorbing additional tier 1 capital

2.32

12,678

0.75

12,678

of which: low-trigger loss-absorbing additional tier 1 capital

0.22

1,214

0.07

1,214

Required gone concern capital

Total gone concern loss-absorbing capacity

4,5,6

10.73

58,613

3.75

63,578

of which: base requirement including add-ons for market share and LRD

10.73

7

58,613

3.75

7

63,578

Eligible gone concern capital

Total gone concern loss-absorbing capacity

19.60

107,106

6.32

107,106

Total tier 2 capital

0.10

538

0.03

538

of which: non-Basel III-compliant tier 2 capital

0.10

538

0.03

538

TLAC-eligible senior unsecured debt

19.50

106,567

6.29

106,567

Total loss-absorbing capacity

Required total loss-absorbing capacity

25.64

140,143

8.80

149,148

Eligible total loss-absorbing capacity

36.64

200,261

11.81

200,261

Risk-weighted assets / leverage ratio denominator

Risk-weighted assets

546,505

Leverage ratio denominator

1,695,403

1 Includes applicable add-ons of 1.59% for risk-weighted assets (RWA) and 0.55% for leverage ratio denominator (LRD), of which 15 basis points for RWA and 5 basis points for LRD reflect the FINMA Pillar 2 capital

add-on of USD 800m related to the supply

chain finance funds matter at Credit

Suisse.

2 Our minimum CET1 leverage ratio

requirement of 3.55% consists of a

1.5% base requirement, a 1.5% base buffer

capital

requirement, a 0.25% LRD add-on requirement, a 0.25% market share add-on requirement

based on our Swiss credit business and a 0.05% Pillar 2 capital add-on related

to the supply chain finance funds matter at

Credit Suisse.

3 Includes outstanding low-trigger loss-absorbing additional tier 1

capital instruments, which are available under the Swiss

systemically relevant bank framework to meet the going concern

requirements

until their first call date. As

of their first call date, these

instruments are eligible to meet the

gone concern requirements.

4 A maximum of 25% of the gone

concern requirements can be met with

instruments that

have a remaining maturity of between one and

two years. Once at least 75%

of the minimum gone concern requirement has

been met with instruments that have

a remaining maturity of greater than two

years, all

instruments that have a remaining

maturity of between one

and two years remain

eligible to be included

in the total gone concern

capital.

5 From 1 January

2023, the resolvability discount

on the gone concern

capital requirements for systemically important

banks (SIBs) has been replaced with

reduced base gone concern capital requirements

equivalent to 75% of the total

going concern requirements (excluding countercyclical

buffer requirements and the Pillar 2 add-on).

6 As of July 2024, the Swiss Financial Market Supervisory Authority (FINMA) will

have the authority to impose a surcharge of up to 25%

of the total going concern capital

requirements should obstacles to an SIB’s resolvability be identified in future resolvability

assessments.

7 Includes applicable add-ons of 1.08% for RWA and 0.38% for LRD.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

39

We are subject to

the going and gone

concern requirements of

the Swiss Capital Adequacy

Ordinance that include

the

too-big-to-fail

(TBTF)

provisions

applicable

to

Swiss

SRBs.

The

table

above

provides

the

risk-weighted asset

(RWA)- and leverage ratio denominator (LRD)-based

requirements and information as of

31 December 2023.

In November

2022, the

Swiss Federal

Council adopted

amendments to

the Banking

Act and

the Banking

Ordinance,

which entered into

force as of

1 January 2023. The

amendments replaced the resolvability

discount on the

gone

concern

capital

requirements

for

systemically

important

banks

(SIBs),

including

UBS,

with

reduced

base

gone

concern capital requirements

equivalent to 75%

of the total

going concern

requirements (excluding

countercyclical

buffer requirements and

the Pillar 2 add-on).

In addition, as

of July

2024, the Swiss

Financial Market Supervisory

Authority

(FINMA)

will

have

the

authority

to

impose

a

surcharge

of

up

to

25%

of

the

total

going

concern

requirements based

on

obstacles to

an

SIB’s

resolvability identified

in

future

resolvability assessments.

Our

total

gone concern requirements remained substantially

unchanged in the fourth quarter of 2023.

Transitional purchase price allocation adjustments

for regulatory capital

As

part

of

the

acquisition

of

the

Credit

Suisse

Group,

the

assets

acquired

and

liabilities

assumed,

including

contingent liabilities, were

recognized at fair

value as

of the

acquisition date in

accordance with IFRS 3,

Business

Combinations

. The purchase

price allocation (PPA) fair

value adjustments required under

IFRS 3 are recognized as

part of

negative goodwill

and

include effects

on

financial instruments

measured at

amortized cost,

such as

fair

value impacts

from interest

rates and

own credit,

that are

expected to

accrete back

to par

through the

income

statement as the instruments are held to maturity. Similar own-credit-related effects have also been recognized as

part of

the PPA

adjustments on

financial liabilities

measured at

fair value.

As

agreed with

FINMA, a

transitional

common equity tier 1 (CET1) capital treatment has

been applied for certain of these

fair value adjustments, given

the

substantially

temporary

nature

of

the

IFRS-3-accounting-driven

effects.

As

such,

IFRS

equity

reductions

of

USD 5.9bn (before

tax) and

USD 5.0bn (net

of tax) as

of the acquisition

date have

been neutralized

for CET1 capital

calculation

purposes,

of

which

USD 1.0bn

(net

of

tax)

relates

to

own-credit-related fair

value

adjustments. The

transitional treatment is subject

to linear amortization and

will reduce to nil by 30 June

  1. In the fourth quarter

of 2023, the amortization of transitional CET1 PPA adjustments

(interest rate and own credit) was USD 0.3bn (net

of tax).

IFRS 3 measurement period adjustments

in the fourth quarter of 2023 for the

acquisition of the Credit

Suisse Group

UBS

has

reclassified

certain

loans

and

off-balance

sheet

loan

commitments

held

by

the

Non-core

and

Legacy

business division to “measured

at fair value through

profit or loss”. Refer to

“Accounting for the acquisition

of the

Credit Suisse

Group” in

the “Consolidated

financial information”

section of

this report

for details

on the

accounting

treatment and respective adjustments to prior reporting

periods. We have applied the amended classification and

measurement for LRD and RWA calculation purposes prospectively from the fourth

quarter of 2023.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

40

Total loss-absorbing capacity

The table below provides Swiss SRB going and gone concern information based on the Swiss SRB

framework and

requirements that are discussed under “Capital management” in the “Capital, liquidity and funding, and

balance

sheet”

section

of

the

Annual

Report

2022.

Changes

to

the

Swiss

SRB

framework

and

requirements

after

the

publication of the Annual Report 2022 are described above.

Swiss SRB going and gone concern information

USD m, except where indicated

31.12.23

30.9.23

31.12.22

Eligible going concern capital

Total going concern capital

93,155

91,546

58,321

Total tier 1 capital

93,155

91,546

58,321

Common equity tier 1 capital

79,263

78,587

45,457

Total loss-absorbing additional tier 1 capital

13,892

12,960

12,864

of which: high-trigger loss-absorbing additional tier 1 capital

12,678

11,764

11,675

of which: low-trigger loss-absorbing additional tier 1 capital

1,214

1,195

1,189

Eligible gone concern capital

Total gone concern loss-absorbing capacity

107,106

103,353

46,991

Total tier 2 capital

538

536

2,958

of which: low-trigger loss-absorbing tier 2 capital

0

0

2,422

of which: non-Basel III-compliant tier 2 capital

538

536

536

TLAC-eligible senior unsecured debt

106,567

102,817

44,033

Total loss-absorbing capacity

Total loss-absorbing capacity

200,261

194,899

105,312

Risk-weighted assets / leverage ratio denominator

Risk-weighted assets

546,505

546,491

319,585

Leverage ratio denominator

1,695,403

1,615,817

1,028,461

Capital and loss-absorbing capacity ratios (%)

Going concern capital ratio

17.0

16.8

18.2

of which: common equity tier 1 capital ratio

14.5

14.4

14.2

Gone concern loss-absorbing capacity ratio

19.6

18.9

14.7

Total loss-absorbing capacity ratio

36.6

35.7

33.0

Leverage ratios (%)

Going concern leverage ratio

5.5

5.7

5.7

of which: common equity tier 1 leverage ratio

4.7

4.9

4.4

Gone concern leverage ratio

6.3

6.4

4.6

Total loss-absorbing capacity leverage ratio

11.8

12.1

10.2

Total loss-absorbing capacity and movement

Our total loss-absorbing capacity (TLAC) increased

by USD 5.4bn to USD 200.3bn in the fourth quarter

of 2023.

Going concern capital and movement

Our going

concern capital increased

by USD 1.6bn

to USD 93.2bn.

Our CET1

capital increased

by USD 0.7bn

to

USD 79.3bn, mainly

as the operating

loss before tax

of USD 0.8bn,

dividend accruals

of USD 0.8bn,

compensation-

and own share

-related capital components

of USD 0.6bn and

amortization of transitional CET1

PPA

adjustments

(interest

rate

and

own

credit)

of

USD 0.3bn

were

more

than

offset

by

positive

effects

from

foreign

currency

translation

of

USD 1.6bn

and

an

increase

of

USD 1.5bn

in

eligible

deferred

tax

assets

(DTAs)

on

temporary

differences.

Previously unrecognized DTAs on temporary differences were

recognized primarily in connection with

our business

planning process

and an

election to

capitalize compensation-related costs

for US

tax purposes. The

income statement impact

of this DTAs on temporary differences write-up

was largely offset by

a reduction in DTAs

recognized for tax loss carry-forwards

that were either converted into

DTAs on temporary differences or amortized

against profits generated in the quarter.

Our

loss-absorbing additional

tier 1 (AT1)

capital increased

by

USD 0.9bn

to USD 13.9bn,

mainly reflecting

two

issuances

of

AT1

capital

instruments

of

USD 3.5bn

and

positive

impacts

from

interest

rate

risk

hedge,

foreign

currency translation and

other effects. These

increases were partly

offset by USD 3.0bn

equivalent of AT1

capital

instruments that

ceased to

be

eligible

as

going

concern capital

when

we issued

a

notice

of

redemption of

the

instruments in the fourth quarter of 2023.

AT1 capital

instruments issued

from the

beginning of

the fourth

quarter of

2023 are

currently subject

to write-

down upon occurrence of a trigger event or a

viability event. The notes provide, however, that,

following approval

of a

minimum amount

of conversion

capital by

UBS Group AG’s shareholders

at the

2024 Annual

General Meeting,

upon the occurrence of a trigger

event or a viability event the notes

will be converted into UBS Group

AG ordinary

shares rather than being subject to a write-down.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

41

Gone concern loss-absorbing capacity and movement

Our total

gone concern

loss-absorbing capacity increased

by USD 3.8bn

to USD 107.1bn,

mainly due

to positive

impacts from interest rate risk

hedge, foreign currency translation and other effects,

as well as the issuance of an

aggregate of

USD 0.3bn equivalent

of TLAC-eligible

senior unsecured

debt. The

aforementioned increases

were

partly offset

by the

redemption of USD 2.2bn

equivalent of TLAC-eligible

senior unsecured

debt. In

addition, we

redeemed a CHF 400m

TLAC-eligible senior

unsecured debt on

30 January 2024,

the first

call date. This

instrument

remained eligible as gone concern capital

as of 31 December 2023.

Refer to “Bondholder information” at

ubs.com/investors

for more information about the eligibility of capital and

senior unsecured debt instruments and about key features and terms and conditions of capital instruments

Loss-absorbing capacity and leverage ratios

Our CET1 capital ratio increased to 14.5% from 14.4%, reflecting

an increase in CET1 capital of USD 0.7bn.

Our CET1 leverage ratio decreased to 4.7% from 4.9%, reflecting a USD 79.6bn increase in the LRD, partly offset

by an increase in CET1 capital of USD 0.7bn.

Our

gone

concern

loss-absorbing

capacity

ratio

increased

to

19.6%

from

18.9%,

due

to

an

increase

in

gone

concern loss-absorbing capacity of USD 3.8bn.

Our gone concern leverage

ratio decreased to 6.3%

from 6.4%, due to

the aforementioned increase in the

LRD,

largely offset by an increase in gone concern

loss-absorbing capacity of USD 3.8bn.

Swiss SRB total loss-absorbing capacity movement

USD m

Going concern capital

Swiss SRB

Common equity tier 1 capital as of 30.9.23

78,587

Operating profit / (loss) before tax

(751)

Current tax (expense) / benefit

(69)

Foreign currency translation effects, before tax

1,612

Deferred tax assets on temporary differences

1,500

Compensation-

and own share-related capital components

(629)

Amortization of transitional CET1 purchase price allocation adjustments, net of

tax

(283)

Other

1

(704)

Common equity tier 1 capital as of 31.12.23

79,263

Loss-absorbing additional tier 1 capital as of 30.9.23

12,960

Issuance of high-trigger loss-absorbing additional tier 1 capital

3,455

Call of high-trigger loss-absorbing additional tier 1 capital

(3,023)

Interest rate risk hedge, foreign currency translation and other effects

500

Loss-absorbing additional tier 1 capital as of 31.12.23

13,892

Total going concern capital as of 30.9.23

91,546

Total going concern capital as of 31.12.23

93,155

Gone concern loss-absorbing capacity

Tier 2 capital as of 30.9.23

536

Interest rate risk hedge, foreign currency translation and other effects

3

Tier 2 capital as of 31.12.23

538

TLAC-eligible senior unsecured debt as of 30.9.23

102,817

Issuance of TLAC-eligible senior unsecured debt

266

Call of TLAC-eligible senior unsecured debt

(2,236)

Interest rate risk hedge, foreign currency translation and other effects

5,720

TLAC-eligible senior unsecured debt as of 31.12.23

106,567

Total gone concern loss-absorbing capacity as of 30.9.23

103,353

Total gone concern loss-absorbing capacity as of 31.12.23

107,106

Total loss-absorbing capacity

Total loss-absorbing capacity as of 30.9.23

194,899

Total loss-absorbing capacity as of 31.12.23

200,261

1 Includes dividend accruals for the current year (negative USD 0.8bn) and movements related to other items.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

42

Reconciliation of IFRS equity to Swiss SRB common equity tier 1 capital

USD m

31.12.23

30.9.23

1

31.12.22

Total IFRS equity

87,816

85,468

57,218

Equity attributable to non-controlling interests

(531)

(542)

(342)

Defined benefit plans, net of tax

(965)

(929)

(311)

Deferred tax assets recognized for tax loss carry-forwards

(3,039)

(3,760)

(4,077)

Deferred tax assets for unused tax credits

(97)

(245)

Deferred tax assets on temporary differences, excess over threshold

(64)

Goodwill, net of tax

2

(5,750)

(5,736)

(5,754)

Intangible assets, net of tax

(894)

(844)

(150)

Compensation-related components (not recognized in net profit)

(2,586)

(2,296)

(2,287)

Expected losses on advanced internal ratings-based portfolio less provisions

(713)

(553)

(471)

Unrealized (gains) / losses from cash flow hedges, net of tax

3,109

4,947

4,234

Own credit related to (gains) / losses on financial liabilities

measured at fair value that existed at the balance sheet date, net of tax

1,291

571

(523)

Own credit related to (gains) / losses on derivative financial instruments

that existed at the balance sheet date

(89)

(123)

(105)

Prudential valuation adjustments

(368)

(407)

(201)

Accruals for dividends to shareholders for 2022

(1,683)

Transitional CET1 purchase price allocation adjustments, net of tax

4,316

4,600

Other

3

(2,237)

(1,565)

(29)

Total common equity tier 1 capital

79,263

78,587

45,457

1 Comparative-period

information has

been revised.

Refer to “Accounting

for the

acquisition of

the Credit

Suisse Group”

in the

“Consolidated financial

information” section

of this

report for

more information.

2 Includes goodwill related to significant investments in financial institutions of USD 20m as of 31 December 2023 (USD 19m as of 30 September 2023;

USD 20m as of 31 December 2022) presented on the balance

sheet line Investments in associates.

3 Includes dividend accruals for the current year and other items.

Additional information

Sensitivity to currency movements

Risk-weighted assets

We estimate that a 10% depreciation of the US dollar against other currencies would have increased our RWA by

USD 24bn

and

our

CET1

capital

by

USD 2.8bn

as

of

31

December

2023

(30

September

2023:

USD 23bn

and

USD 2.6bn, respectively)

and decreased

our CET1

capital ratio

by 11 basis

points (30

September 2023:

11 basis

points). Conversely, a 10% appreciation of the US

dollar against other currencies would have decreased our RWA

by USD 21bn

and our

CET1 capital

by USD 2.5bn

(30 September

2023: USD 21bn

and USD 2.4bn,

respectively)

and increased our CET1 capital ratio by 11 basis points

(30 September 2023: 11 basis points).

Leverage ratio denominator

We estimate that a

10% depreciation of the

US dollar against other

currencies would have increased

our LRD by

USD 114bn as of 31 December 2023 (30 September 2023: USD

103bn) and decreased our CET1 leverage ratio by

14 basis points

(30 September

2023:

14 basis points).

Conversely,

a

10%

appreciation of

the US

dollar against

other currencies would have

decreased our LRD by USD

103bn (30 September

2023: USD 94bn) and

increased our

CET1 leverage ratio by 15 basis points (30 September

2023: 14 basis points).

The aforementioned

sensitivities do

not consider

foreign currency

translation effects

related to

defined benefit

plans

other than those related to the currency

translation of the net equity of foreign operations.

Refer to “Active management of sensitivity to foreign exchange movements” under “Capital management” in the

“Capital, liquidity and funding, and balance sheet” section of the Annual Report 2022 for more information

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

43

Estimated effect on capital from litigation,

regulatory and similar matters subject to

provisions and contingent

liabilities

We have estimated the

loss in capital that

we could incur

as a result of

the risks associated

with the matters

related

to

UBS AG

and

subsidiaries

described

in

“Provisions

and

contingent

liabilities”

in

the

“Consolidated

financial

information”

section

of

this

report.

We

have

employed

for

this

purpose

the

advanced

measurement

approach

(AMA)

methodology that

we

use

when

determining the

capital

requirements

associated with

operational risks,

based on a 99.9% confidence level over a 12-month horizon. The methodology takes into consideration UBS and

industry experience

for

the

AMA

operational risk

categories to

which those

matters correspond,

as

well as

the

external environment affecting risks of these types, in

isolation from other areas. On this basis, with respect to the

litigation,

regulatory

and

similar

matters

related

to

UBS AG and

subsidiaries,

we estimate

the

maximum loss

in

capital that we

could incur over

a 12-month period

as a result

of our risks

associated with these

operational risk

categories at USD 4.0bn as of

31 December 2023. This estimate is

not related to

and does not take

into account

any provisions recognized

for any of

these matters and does

not constitute a subjective

assessment of our actual

exposure in any of these matters.

Refer to “Non-financial risk” in the “Risk management and control” section of the Annual Report 2022 for more

information

Refer to “Provisions and contingent liabilities” in the “Consolidated financial information” section of this report for

more information

Risk-weighted assets

During the fourth quarter of 2023, RWA were

unchanged at USD 546.5bn, primarily as decreases of USD 15.1bn

due

to

asset

size

and

other

movements

and

USD 0.5bn

due

to

model

updates

were

offset

by

increases

of

USD 14.8bn due to currency effects and USD 0.7bn

due to methodology and policy changes.

Movement in risk-weighted assets by key driver

USD bn

RWA as of

30.9.23

Currency

effects

Methodology

and policy

changes

Model

updates /

changes

Regulatory

add-ons

Asset size

and other

1

RWA as of

31.12.23

Credit and counterparty credit risk

2

346.3

13.9

0.7

(0.7)

(14.9)

345.3

Non-counterparty-related risk

3

30.7

0.9

2.7

34.4

Market risk

24.1

0.3

(2.9)

21.4

Operational risk

145.4

0.0

145.4

Total

546.5

14.8

0.7

(0.5)

(15.1)

546.5

1 Includes the Pillar 3

categories “Asset size,” “Credit quality of counterparties,” “Acquisitions and disposals” and “Other.”

For more information, refer to our 31 December

2023 Pillar 3 report, which will

be available

as of 28 March 2024 under

“Pillar 3 disclosures” at ubs.com/

investors.

2 Includes settlement risk, credit

valuation adjustments, equity

and investments in funds exposures in

the banking book, and securitization

exposures in the banking book.

3 Non-counterparty-related risk includes deferred tax assets recognized for temporary differences,

property, equipment, software and other items.

Credit and counterparty credit risk

Credit and counterparty credit risk RWA were USD 345.3bn as of 31 December 2023. The decrease of USD 1.0bn

included positive currency effects of USD 13.9bn.

Asset size and other movements resulted in

a USD 14.9bn decrease in RWA.

Non-core and

Legacy RWA decreased

by USD 5.7bn,

mainly driven

by an

accelerated roll-off arising

from our

actions to actively unwind the portfolio, in

addition to the natural roll-off.

Global Wealth Management RWA decreased by

USD 4.5bn, mainly due to negative net new

loans.

Personal & Corporate Banking RWA decreased by

USD 4.1bn, primarily driven by lower lending

assets.

Group Items RWA decreased by USD 0.9bn, mainly

driven by lower RWA in Group Treasury.

Asset Management RWA decreased by USD 0.2bn.

Investment Bank

RWA increased

by USD 0.5bn,

mainly due

to higher

RWA from

securities financing

transactions.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

44

Methodology and policy changes resulted in an RWA increase of USD 0.7bn, due to a

change in the treatment of

a derivatives

portfolio from

the internal

model-based

approach to

the standardized

approach for

counterparty

credit

risk.

Model updates

resulted in

an RWA

decrease of

USD 0.7bn,

primarily related

to the

recalibration of

certain multipliers

as a result of improvements to models, partly offset

by an update to a model for securities financing

transactions.

Refer to “Credit risk models” in the “Risk management and control” section of the Annual Report 2022 for more

information

Non-counterparty-related risk

Non-counterparty-related risk RWA increased by USD 3.7bn

to USD 34.4bn in the fourth

quarter of 2023, mainly

due to an increase in deferred taxes on temporary

differences,

as well as currency effects.

Market risk

Market

risk

RWA

decreased by

USD

2.7bn

to

USD 21.4bn in

the

fourth

quarter of

2023,

primarily

driven

by

a

decrease of USD 2.9bn from asset size and other movements,

partly offset by an increase of USD 0.3bn related to

ongoing parameter updates of the value-at-risk (VaR) models. FINMA approved the integration of time decay into

regulatory VaR and stressed VaR, which went

live on 12 January 2024.

Refer to ”Market risk” in the “Risk management and control” section of the Annual Report 2022 for more

information

Operational risk

Operational risk RWA were unchanged at

USD 145.4bn.

Refer to “Provisions and contingent liabilities” in the “Consolidated financial information” section of this report for

more information

Refer to “Non-financial risk” in the “Risk management and control” section of the Annual Report 2022 for

information about the advanced measurement approach model

Outlook

We expect that model updates will result in an RWA increase of around USD 10bn in 2024 and 2025, primarily as

a result

of the

migration of Credit

Suisse portfolios to

UBS models.

The extent and

timing of

RWA changes may

vary as model

updates are completed

and receive regulatory

approval, along with

changes in the

composition of

the

relevant

portfolios.

In

addition,

we

currently

estimate

that

the

revised

Basel III

framework,

including

the

Fundamental Review of

the Trading

Book, will

lead to

a further

increase in

RWA of

approximately USD 25bn, of

which

USD 10bn

in

Non-core

and

Legacy.

This

estimate

is

based

on

static

balances

and

on

our

current

understanding of

the relevant

standards before

taking into

account mitigating

actions and

not reflecting

the impact

of

the

output

floor,

which

is

phased

in

over

time.

It

may

change

as

a

result

of

new

or

updated

regulatory

interpretations,

appropriate

conservatism

in

model

calibration,

the

implementation

of

Basel III

standards

into

national law, changes in business

growth, market conditions

and other factors. The

core business-led reductions in

RWA, coupled with the run-down of positions in the Non-core

and Legacy business division, are expected to more

than offset the effects of model updates and

revised Basel III standards in 2024 and 2025.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

45

Risk-weighted assets by business division and Group Items

USD bn

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Manage-

ment

Investment

Bank

Non-core and

Legacy

Group

Items

Total

RWA

31.12.23

Credit and counterparty credit risk

1

90.4

137.8

7.6

65.0

34.3

10.2

345.3

Non-counterparty-related risk

2

6.8

3.4

0.8

3.8

2.5

17.1

34.4

Market risk

1.7

0.1

0.1

12.5

5.1

1.9

21.4

Operational risk

57.5

19.5

7.2

25.0

30.0

6.2

145.4

Total

156.5

160.8

15.6

106.3

72.0

35.3

546.5

30.9.23

Credit and counterparty credit risk

1

92.8

132.0

7.6

64.4

38.8

10.7

346.3

Non-counterparty-related risk

2

6.8

3.5

0.8

3.7

2.7

13.2

30.7

Market risk

1.6

0.1

0.0

13.9

5.9

2.4

24.1

Operational risk

57.5

19.5

7.2

25.0

30.0

6.2

145.4

Total

158.8

155.1

15.6

107.0

77.5

32.5

546.5

31.12.23 vs 30.9.23

Credit and counterparty credit risk

1

(2.4)

5.8

0.0

0.6

(4.5)

(0.5)

(1.0)

Non-counterparty-related risk

2

0.0

(0.1)

0.0

0.1

(0.3)

3.9

3.7

Market risk

0.1

0.0

0.0

(1.4)

(0.8)

(0.6)

(2.7)

Operational risk

Total

(2.3)

5.7

0.0

(0.7)

(5.5)

2.8

0.0

1 Includes settlement risk, credit

valuation adjustments, equity exposures in the banking

book and securitization exposures in

the banking book.

2 Non-counterparty-related risk includes deferred

tax assets recognized

for temporary

differences (31

December 2023:

USD 16.4bn; 30

September 2023:

USD 12.6bn),

as well

as property,

equipment, software

and other

items (31

December 2023:

USD 18.0bn; 30

September 2023:

USD 18.1bn).

Leverage ratio denominator

During the fourth quarter

of 2023, the LRD

increased by USD 79.6bn

to USD 1,695.4bn, driven

by currency effects

of USD 68.4bn and asset size and other movements

of USD 11.1bn.

Movement in leverage ratio denominator by key driver

USD bn

LRD as of

30.9.23

Currency

effects

Asset size and

other

LRD as of

31.12.23

On-balance sheet exposures (excluding derivatives and securities

financing transactions)

1,242.4

59.2

27.5

1,329.2

Derivatives

143.5

2.2

(17.6)

128.1

Securities financing transactions

157.1

3.3

5.0

165.4

Off-balance sheet items

80.4

3.3

(3.8)

79.9

Deduction items

(7.6)

0.3

0.0

(7.2)

Total

1,615.8

68.4

11.1

1,695.4

The LRD movements described below exclude

currency effects.

On-balance sheet exposures (excluding derivatives and securities financing transactions)

increased by USD 27.5bn,

mainly driven by higher central

bank balances resulting primarily

from customer deposits and net

new issuances of

long-term debt, and higher trading portfolio

assets, partly offset by lower lending

balances.

Derivative exposures

decreased by

USD 17.6bn, mainly

due to

market-driven decreases

in foreign

exchange and

interest rate contracts and lower trading

volumes across products.

Securities

financing

transactions

increased

by

USD 5.0bn,

predominantly

reflecting

net

new

excess

cash

reinvestment trades.

Off-balance sheet items decreased by USD 3.8bn,

mainly due to a decrease in guarantees and

commitments.

Refer to the “Balance sheet and off-balance sheet” section of this report for more information about balance sheet

movements

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Capital management

46

Leverage ratio denominator by business division and Group Items

USD bn

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core and

Legacy

Group Items

Total

31.12.23

On-balance sheet exposures

428.3

442.4

5.8

217.2

95.0

140.5

1,329.2

Derivatives

8.1

3.0

0.0

90.3

23.6

3.1

128.1

Securities financing transactions

36.4

28.3

0.1

39.9

17.7

43.1

165.4

Off-balance sheet items

20.3

38.5

0.2

18.3

1.6

1.1

79.9

Items deducted from Swiss SRB tier 1 capital

(4.7)

4.3

(1.2)

(0.4)

(0.7)

(4.5)

(7.2)

Total

488.4

516.6

4.9

365.2

137.1

183.2

1,695.4

30.9.23

On-balance sheet exposures

427.3

424.0

5.9

199.9

115.9

69.4

1,242.4

Derivatives

8.0

4.8

0.0

96.2

32.3

2.1

143.5

Securities financing transactions

23.1

12.5

0.1

41.3

5.0

75.1

157.1

Off-balance sheet items

18.2

37.6

0.2

19.2

3.8

1.5

80.4

Items deducted from Swiss SRB tier 1 capital

(4.6)

4.7

(1.2)

(0.4)

(0.6)

(5.4)

(7.6)

Total

472.0

483.7

5.0

356.0

156.4

142.7

1,615.8

31.12.23 vs 30.9.23

On-balance sheet exposures

1.1

18.3

(0.1)

17.3

(20.9)

71.1

86.7

Derivatives

0.1

(1.8)

0.0

(5.9)

(8.8)

1.0

(15.3)

Securities financing transactions

13.3

15.8

0.0

(1.4)

12.6

(32.0)

8.3

Off-balance sheet items

2.1

1.0

0.0

(0.9)

(2.2)

(0.4)

(0.5)

Items deducted from Swiss SRB tier 1 capital

(0.1)

(0.4)

0.0

0.0

0.0

0.9

0.3

Total

16.4

32.9

(0.1)

9.2

(19.3)

40.5

79.6

Liquidity and funding management

Strategy, objectives and governance

This

section

provides

liquidity

and

funding

management

information

and

should

be

read

in

conjunction

with

“Liquidity and

funding management”

in

the “Capital,

liquidity and

funding, and

balance sheet”

section of

the

Annual Report 2022, which

provides more information about

the Group’s strategy, objectives

and governance in

connection with liquidity and funding management.

Liquidity coverage ratio

The

quarterly

average liquidity

coverage

ratio

(the

LCR)

of

the

UBS

Group

increased

19.1 percentage

points

to

215.7%, remaining

above the

prudential requirement

communicated by

the Swiss

Financial Market

Supervisory

Authority (FINMA).

The movement

in the

average LCR

was primarily

driven by

an increase

in high-quality

liquid

assets (HQLA) of

USD 48.1bn to USD 415.6bn,

mostly driven by

higher customer deposits

and proceeds received

from debt issuances and negative

net new loans. The effect

of the increase in average HQLA

was partly offset by a

USD 5.5bn increase

in average

net cash

outflows, to

USD 192.8bn. That

increase was

due to

lower net

inflows

from securities financing transactions and lower inflows from lending

assets, partly offset by lower outflows from

debt issued.

Refer to the

31 December 2023 Pillar 3 report, which will be available as of 28 March 2024 under “Pillar 3

disclosures” at

ubs.com/investors

, for more information about the LCR

Liquidity coverage ratio

USD bn, except where indicated

Average 4Q23

1

Average 3Q23

1

High-quality liquid assets

415.6

367.5

Net cash outflows

2

192.8

187.3

Liquidity coverage ratio (%)

3

215.7

196.5

1 Calculated based on an average of 63

data points in the fourth quarter of 2023 and 63

data points in the third quarter of 2023.

2 Represents the net cash outflows expected over a stress period

of 30 calendar

days.

3 Calculated after the application of haircuts and inflow and outflow rates, as well as,

where applicable, caps on Level 2 assets and cash inflows.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Liquidity and funding management

47

Net stable funding ratio

As of

31 December 2023,

the net

stable funding

ratio (the

NSFR) of

the UBS

Group increased

3.4 percentage points

to 124.1%, remaining above the prudential

requirement communicated by FINMA.

Available

stable

funding

increased

by

USD 55.7bn

to

USD 928.4bn,

reflecting

higher

customer

deposits,

debt

securities

issued

and

regulatory

capital.

Required

stable

funding

increased

by

USD 25.3bn

to

USD 748.2bn,

predominantly reflecting higher trading and

lending assets.

Refer to the 31 December 2023 Pillar 3 report, which will be available as of 28 March 2024 under “Pillar 3

disclosures” at

ubs.com/investors

, for more information about the NSFR

Net stable funding ratio

USD bn, except where indicated

31.12.23

30.9.23

Available stable funding

928.4

872.7

Required stable funding

748.2

722.9

Net stable funding ratio (%)

124.1

120.7

Balance sheet and off-balance sheet

This

section

provides

balance

sheet

and

off-balance sheet

information

and

should

be

read

in

conjunction

with

“Balance sheet

and off-balance

sheet” in

the “Capital,

liquidity and

funding, and

balance sheet”

section of

the

Annual Report 2022,

which provides more

information about the

balance sheet and

off-balance sheet positions.

For

more

information

about

the

balance

sheet

effects

of

the

acquisition

of

the

Credit

Suisse

Group,

refer

to

“Accounting for the acquisition

of the Credit Suisse

Group”

in the “Consolidated

financial information”

section of

this report.

Balances disclosed in this

report represent quarter-end

positions, unless indicated

otherwise. Intra-quarter balances

fluctuate in the ordinary course of business

and may differ from quarter-end positions.

Balance sheet assets (31 December 2023

vs 30 September 2023)

Total assets were USD 1,717.6bn as

of 31 December 2023. The increase

of USD 73.3bn included currency effects

of approximately USD 67.4bn.

Cash and

balances at

central banks

increased by

USD 51.7bn, mainly

driven by

inflows from

customer deposits,

lending

assets

and

net

new

issuances

of

long-term

debt,

partly

offset

by

outflows

into

securities

financing

transactions

(SFTs).

Lending

assets

increased

by

USD 22.3bn,

reflecting

currency

effects

of

approximately

USD 35.6bn,

partly offset by net new

loan outflows, mainly in Global Wealth

Management. SFTs at amortized

cost

increased

by

USD 14.1bn,

predominantly

reflecting

net

new

excess

cash

reinvestment

trades.

Trading

assets

increased by USD 12.1bn, mainly driven by

higher inventory levels held to hedge client

positions in Financing and

Derivatives & Solutions in the Investment Bank.

These

increases

were

partly

offset

by

a

decrease

in

derivatives

and

cash

collateral

receivables

on

derivative

instruments of USD 24.1bn, mainly driven by decreases in interest rate contracts and foreign currency contracts in

Derivatives & Solutions.

Assets

As of

% change from

USD bn

31.12.23

30.9.23

1

30.9.23

Cash and balances at central banks

314.1

262.4

20

Lending

2

661.3

639.0

3

Securities financing transactions at amortized cost

99.0

84.9

17

Trading assets

169.6

157.5

8

Derivatives and cash collateral receivables on derivative instruments

226.2

250.3

(10)

Brokerage receivables

21.0

24.6

(15)

Other financial assets measured at amortized cost

65.5

64.2

2

Other financial assets measured at fair value

3

106.2

106.8

(1)

Non-financial assets

54.5

54.7

0

Total assets

1,717.6

1,644.3

4

of which: Credit Suisse

583.5

559.2

4

1 Comparative-period

information has

been revised.

Refer to “Accounting

for the

acquisition of

the Credit

Suisse Group”

in the

“Consolidated

financial information”

section of

this report

for more

information.

2 Consists of Loans and advances to customers and Amounts due from banks.

3 Consists of Financial assets at fair value not held for trading and Financial assets measured at

fair value through other comprehensive

income.

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Balance sheet and off-balance sheet

48

Balance sheet liabilities (31 December

2023 vs 30 September 2023)

Total liabilities

were USD 1,629.8bn

as of

31 December 2023.

The increase

of USD 70.9bn

included currency

effects

of approximately USD 56.1bn.

Customer deposits

increased by

USD 58.9bn, including currency

effects of

approximately USD 32.4bn. Excluding

currency effects,

the increase

was primarily

driven by

net inflows

into time

deposits across

all regions,

mainly in

Global Wealth

Management.

Debt issued

designated at

fair value

and long-term

debt issued

measured at

amortized

cost increased by

USD 15.5bn, mainly driven

by currency effects

and net new

issuances of long-term

debt in Group

Treasury and structured notes in Derivatives & Solutions.

Refer to “Bondholder information” at

ubs.com/investors

for more information about capital and senior debt

instruments

Refer to the “Consolidated financial information” section of this report for more information

Liabilities and equity

As of

% change from

USD bn

31.12.23

30.9.23

1

30.9.23

Short-term borrowings

2,3

109.5

106.5

3

Securities financing transactions at amortized cost

14.4

15.0

(4)

Customer deposits

792.0

733.1

8

Debt issued designated at fair value and long-term debt issued measured

at amortized cost

3

327.6

312.1

5

Trading liabilities

34.2

35.0

(2)

Derivatives and cash collateral payables on derivative instruments

233.8

239.3

(2)

Brokerage payables

42.5

41.3

3

Other financial liabilities measured at amortized cost

20.9

19.2

9

Other financial liabilities designated at fair value

29.5

33.3

(11)

Non-financial liabilities

25.4

24.2

5

Total liabilities

1,629.8

1,558.9

5

of which: Credit Suisse

4

474.8

462.2

3

Share capital

0.3

0.3

0

Share premium

13.2

12.9

3

Treasury shares

(4.8)

(4.1)

16

Retained earnings

76.1

76.8

(1)

Other comprehensive income

5

2.5

(1.0)

Total equity attributable to shareholders

87.3

84.9

3

Equity attributable to non-controlling interests

0.5

0.5

(2)

Total equity

87.8

85.5

3

Total liabilities and equity

1,717.6

1,644.3

4

1 Comparative-period

information has

been revised.

Refer to “Accounting

for the

acquisition of

the Credit

Suisse Group”

in the

“Consolidated financial

information” section

of this

report for

more information.

2 Consists of short-term debt issued measured at amortized cost and amounts due to banks, which includes amounts due to central banks.

3 The classification of debt issued measured at amortized cost into short-

term and long-term is based

on original contractual

maturity and therefore long-term

debt also includes debt

with a remaining time

to maturity of less

than one year.

This classification does

not consider any

early

redemption features.

4 Excludes

USD 57.5bn (30

September 2023:

USD 55.7bn)

of debt instruments

previously issued

by Credit

Suisse Group

AG and

transferred to

UBS Group

AG as

part of the

acquisition.

5 Excludes other comprehensive income related to defined benefit plans and own credit, which is recorded directly in Retained earnings.

Equity (31 December 2023 vs 30 September

2023)

Equity attributable to shareholders increased

by USD 2,359m to USD 87,285m as of

31 December 2023.

The

increase

of

USD 2,359m was

mainly

driven

by

total

comprehensive income

attributable

to

shareholders

of

USD 2,677m, reflecting a

net loss

of USD 279m and

other comprehensive income

(OCI) of

USD 2,956m,

and an

increase in

deferred share-based

compensation

awards

expensed in

the income

statement

of USD 306m.

OCI mainly

included

cash flow

hedge OCI

of

USD 1,970m,

OCI

related

to

foreign currency

translation of

USD 1,597m and

negative OCI related to own credit on financial

liabilities designated at fair value of USD 721m.

These effects were

partly offset

by net treasury share

activity, which decreased

equity by USD 673m,

predominantly

due

to

USD 669m

of

shares

purchased

from

the

market

to

hedge

future

share

delivery

obligations

related

to

employee share-based compensation awards.

Refer to the “Group performance” and “Consolidated financial information” sections of this report for more

information

Refer to “Reconciliation of IFRS equity to Swiss SRB common equity tier 1 capital” in the “Capital management”

section of this report for more information about the effects of OCI on common equity tier 1 capital

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Balance sheet and off-balance sheet

49

Off-balance sheet (31 December 2023 vs

30 September 2023)

Guarantees increased

by USD 8.9bn,

mainly in

Group Treasury,

relating to

sponsored repo

clearing. Committed

unconditionally revocable

credit lines

increased by

USD 4.3bn, mainly

driven by

increases in

facilities provided

to

clients

in

Global

Wealth

Management and

Personal

&

Corporate

Banking,

as

well

as

currency

effects.

Forward

starting reverse repurchase

agreements increased by

USD 8.0bn, reflecting fluctuations

in levels

of business division

activity in short-dated securities financing transactions.

Off-balance sheet

As of

% change from

USD bn

31.12.23

30.9.23

1

30.9.23

Guarantees

2,3

43.9

35.0

25

Loan commitments

2

91.6

90.8

1

Committed unconditionally revocable credit lines

163.3

159.0

3

Forward starting reverse repurchase agreements

18.4

10.4

77

1 Comparative-period

information has

been revised.

Refer to “Accounting

for the acquisition

of the

Credit Suisse Group”

in the “Consolidated

financial information”

section of

this report

for more

information.

2 Guarantees and loan commitments are shown net of sub-participations.

3 Includes guarantees measured at fair value through profit or loss.

Share information and earnings per share

UBS Group AG

shares

are

listed

on

the

SIX

Swiss

Exchange

(SIX).

They

are

also

listed

on

the

New

York

Stock

Exchange (the NYSE) as global registered

shares. Each share has a

nominal value of USD 0.10 following a change

of the share

capital currency

of UBS Group AG

from the Swiss

franc to the

US dollar in

the second quarter

of 2023.

Shares issued were unchanged in the fourth quarter

of 2023 compared with the third quarter

of 2023.

We held 253m

shares as of 31 December

2023, of which 121m

shares had been acquired

under our 2022 share

repurchase program for cancellation

purposes. The remaining 133m

shares are primarily held

to hedge our

share

delivery obligations related to employee share-based

compensation and participation plans.

Treasury shares held increased by 24m shares in

the fourth quarter of 2023. This mainly

reflected the purchase of

25.0m

shares

from

the

market

to

hedge

future

share

delivery

obligations

related

to

employee

share-based

compensation awards.

Shares acquired

under our

2022 program

totaled 121m

as of

31 December 2023

for a

total acquisition

cost of

USD 2,277m

(CHF 2,138m).

A

new,

two-year

share

repurchase

program

of

up

to

USD 6bn

was

approved

by

shareholders at the

2023 AGM. We

have temporarily suspended

repurchases under

the share repurchase

programs

due to the acquisition of the Credit Suisse Group, but

we plan to repurchase up to USD 1bn of our shares in

2024

commencing after the completion of the merger

of UBS AG and Credit Suisse AG.

Refer to the “Recent developments” section of this report for more information about the integration of Credit

Suisse

Refer to the “Equity, CET1 capital and returns” table in the “Group performance” section of this report

for more

information about equity attributable to shareholders and tangible equity attributable to shareholders

UBS Group fourth quarter 2023 report |

Risk, capital, liquidity and funding, and balance

sheet | Share information and earnings per share

50

As of or for the quarter ended

As of or for the year ended

31.12.23

30.9.23

1

31.12.22

31.12.23

31.12.22

Basic and diluted earnings (USD m)

Net profit / (loss) attributable to shareholders for basic

EPS

(279)

(715)

1,653

29,027

7,630

Less: (profit) / loss on own equity derivative contracts

0

(1)

0

0

0

Net profit / (loss) attributable to shareholders for diluted

EPS

(279)

(715)

1,653

29,027

7,630

Weighted average shares outstanding

Weighted average shares outstanding for basic EPS

2

3,225,500,133

3,229,878,446

3,141,689,290

3,152,579,449

3,260,938,561

Effect of dilutive potential shares resulting from notional

employee shares, in-the-money

options and warrants outstanding

3

123,601

4

380,852

4

136,909,896

143,416,753

136,531,654

Weighted average shares outstanding for diluted EPS

3,225,623,734

3,230,259,298

3,278,599,186

3,295,996,202

3,397,470,215

Earnings per share (USD)

Basic

(0.09)

(0.22)

0.53

9.21

2.34

Diluted

(0.09)

(0.22)

0.50

8.81

2.25

Shares outstanding and potentially dilutive instruments

Shares issued

3,462,087,722

3,462,087,722

3,524,635,722

3,462,087,722

3,524,635,722

Treasury shares

5

253,233,437

228,822,625

416,909,010

253,233,437

416,909,010

of which: related to the 2021 share repurchase program

62,548,000

62,548,000

of which: related to the 2022 share repurchase program

120,506,008

120,506,008

233,901,950

120,506,008

233,901,950

Shares outstanding

3,208,854,285

3,233,265,097

3,107,726,712

3,208,854,285

3,107,726,712

Potentially dilutive instruments

6

163,417,391

4

160,925,793

4

5,873,046

5,638,817

5,873,046

Other key figures

Total book value per share (USD)

27.20

26.27

18.30

27.20

18.30

Tangible book value per share (USD)

24.86

23.96

16.28

24.86

16.28

Share price (USD)

7

31.01

24.77

18.61

31.01

18.61

Market capitalization (USD m)

8

107,355

85,768

65,608

107,355

65,608

1 Comparative-period information has been revised. Refer to “Accounting for the acquisition of the

Credit Suisse Group” in the “Consolidated

financial information” section of this report for more information.

2 The

weighted average shares outstanding for basic earnings

per share (EPS) are calculated by taking the

number of shares at the beginning of the period,

adjusted by the number of shares acquired or

issued during the

period, multiplied by a time-weighted factor

for the period outstanding. As a result

,

balances are affected by the timing

of acquisitions and issuances during the

period.

3 The weighted average

number of shares

for notional employee awards

with performance conditions

reflects all potentially dilutive

shares that are expected

to vest under

the terms of the

awards.

4 Due to the

net loss in the

fourth and third quarter

of

2023, 155,065,831 weighted average

potential shares from unvested

notional share awards

were not included in

the calculation of

diluted EPS as they

were not dilutive for

the quarter ended 31

December 2023

(30 September 2023: 148,423,317 weighted average potential

shares). Such shares are only taken into

account for the diluted EPS calculation when their

conversion to ordinary shares would decrease earnings per

share or increase the loss per share,

in accordance with IAS 33, Earnings per

Share.

5 Based on a settlement date view.

6 Reflects potential shares that could dilute

basic EPS in the future, but were

not dilutive

for any of

the periods presented.

It mainly includes

equity-based awards subject

to absolute and

relative performance conditions

and equity derivative

contracts. For

the quarter ended

31 December 2023,

it also

includes 155,065,831 weighted average

potential shares from unvested

notional share awards that

were not included in

the calculation of diluted EPS

as they were not

dilutive (30 September 2023: 148,423,317

weighted average potential shares).

7 Represents the share price as listed on the SIX Swiss Exchange, translated to US dollars using the closing exchange rate as of the respective date.

8 The calculation of market

capitalization has been amended in the

second quarter of 2023 to

reflect total shares issued multiplied

by the share price at the

end of the period. The

calculation was previously based on

total shares outstanding

multiplied by the share price at the end of the period. Market capitalization has been increased by USD

7.8bn as of 31 December 2022 as a result.

Ticker symbols UBS Group AG

Security identification codes

Trading exchange

SIX / NYSE

Bloomberg

Reuters

ISIN

CH0244767585

SIX Swiss Exchange

UBSG

UBSG SW

UBSG.S

Valoren

24 476 758

New York Stock Exchange

UBS

UBS UN

UBS.N

CUSIP

CINS H42097 10 7

UBS Group fourth quarter 2023 report |

Consolidated financial information

51

Consolidated financial

information

Unaudited

Information

in

this

section

is

presented

for

UBS

Group

AG

and

its

subsidiaries

(together,

the

Group)

on

a

consolidated basis unless

otherwise specified and

is presented in US dollars.

In preparing this financial

information,

the same

accounting policies

and methods

of computation

have been

applied as

in the

UBS Group

AG consolidated

annual Financial Statements for the period

ended 31 December 2022, except for the

changes described in “Note

1 Basis

of accounting”

in the

“Consolidated financial

statements” section

of the

first, second

and third

quarter

2023 reports. The financial information presented is unaudited and does not constitute an interim financial report

prepared in accordance

with IAS 34,

Interim Financial Reporting

. The UBS Group

AG Annual Report 2023, which

will be published

on 28 March

2024, will incorporate

the full financial

statements prepared in

accordance with IFRS

for the 2023 financial year.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

52

UBS Group AG interim consolidated financial

information (unaudited)

Income statement

For the quarter ended

For the year ended

USD m

31.12.23

30.9.23

1

31.12.22

31.12.23

31.12.22

Interest income from financial instruments measured at

amortized cost and fair value through

other comprehensive income

10,036

9,932

4,180

31,743

11,782

Interest expense from financial instruments measured at

amortized cost

(9,440)

(9,082)

(2,954)

(28,216)

(6,564)

Net interest income from financial instruments measured

at fair value through profit or loss and other

1,498

1,257

363

3,770

1,403

Net interest income

2,095

2,107

1,589

7,297

6,621

Other net income from financial instruments measured

at fair value through profit or loss

3,158

3,226

1,876

11,583

7,517

Fee and commission income

6,409

6,669

4,771

23,766

20,789

Fee and commission expense

(629)

(613)

(413)

(2,195)

(1,823)

Net fee and commission income

5,780

6,056

4,359

21,570

18,966

Other income

(179)

305

206

384

1,459

Total revenues

10,855

11,695

8,029

40,834

34,563

Negative goodwill

28,925

Credit loss expense / (release)

136

239

7

1,037

29

Personnel expenses

7,061

7,567

4,122

24,899

17,680

General and administrative expenses

2,999

3,124

1,420

10,156

5,189

Depreciation, amortization and impairment of non-financial

assets

1,409

950

543

3,750

2,061

Operating expenses

11,470

11,640

6,085

38,806

24,930

Operating profit / (loss) before tax

(751)

(184)

1,937

29,916

9,604

Tax expense / (benefit)

(473)

526

280

873

1,942

Net profit / (loss)

(278)

(711)

1,657

29,043

7,661

Net profit / (loss) attributable to non-controlling interests

1

4

4

16

32

Net profit / (loss) attributable to shareholders

(279)

(715)

1,653

29,027

7,630

Earnings per share (USD)

Basic

(0.09)

(0.22)

0.53

9.21

2.34

Diluted

(0.09)

(0.22)

0.50

8.81

2.25

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in this section for more information.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

53

Statement of comprehensive income

For the quarter ended

For the year ended

USD m

31.12.23

30.9.23

1

31.12.22

31.12.23

31.12.22

Comprehensive income attributable to shareholders

2

Net profit / (loss)

(279)

(715)

1,653

29,027

7,630

Other comprehensive income that may be reclassified to the income

statement

Foreign currency translation

Foreign currency translation movements related to net assets of foreign operations, before tax

4,197

(1,425)

1,753

3,762

(894)

Effective portion of changes in fair value of hedging instruments

designated as net investment hedges, before tax

(2,620)

806

(798)

(2,320)

337

Foreign currency translation differences on foreign operations reclassified to the

income statement

60

2

0

58

32

Effective portion of changes in fair value of hedging instruments

designated as net investment hedges reclassified

to

the income statement

(25)

0

3

(28)

(4)

Income tax relating to foreign currency translations, including the effect of

net investment hedges

(15)

4

(10)

(17)

4

Subtotal foreign currency translation, net of tax

1,597

(615)

948

1,456

(525)

Financial assets measured at fair value through other comprehensive income

Net unrealized gains / (losses), before tax

8

(2)

5

7

(440)

Net realized (gains) / losses reclassified to the income statement

from equity

(4)

0

0

(3)

1

Reclassification of financial assets to Other financial assets measured

at amortized cost

3

449

Income tax relating to net unrealized gains / (losses)

0

0

0

0

(3)

Subtotal financial assets measured at fair value through other comprehensive

income, net of tax

3

(2)

6

4

6

Cash flow hedges of interest rate risk

Effective portion of changes in fair value of derivative instruments designated

as cash flow hedges, before tax

1,803

(1,198)

59

(323)

(5,758)

Net (gains) / losses reclassified to the income statement from

equity

566

580

210

1,905

(159)

Income tax relating to cash flow hedges

(399)

92

(43)

(308)

1,124

Subtotal cash flow hedges, net of tax

1,970

(526)

225

1,275

(4,793)

Cost of hedging

Cost of hedging, before tax

(24)

(1)

(69)

(19)

45

Income tax relating to cost of hedging

0

0

3

0

0

Subtotal cost of hedging, net of tax

(24)

(1)

(66)

(19)

45

Total other comprehensive income that may be reclassified to the income statement, net

of tax

3,546

(1,144)

1,113

2,715

(5,267)

Other comprehensive income that will not be reclassified to the income

statement

Defined benefit plans

Gains / (losses) on defined benefit plans, before tax

164

(62)

(372)

110

(73)

Income tax relating to defined benefit plans

(33)

(7)

29

(70)

63

Subtotal defined benefit plans, net of tax

131

(69)

(343)

40

(10)

Own credit on financial liabilities designated at fair value

Gains / (losses) from own credit on financial liabilities designated

at fair value, before tax

(731)

(715)

(304)

(1,850)

867

Income tax relating to own credit on financial liabilities designated

at fair value

10

29

71

82

(71)

Subtotal own credit on financial liabilities designated at

fair value, net of tax

(721)

(686)

(233)

(1,769)

796

Total other comprehensive income that will not be reclassified to the income statement,

net of tax

(591)

(755)

(576)

(1,729)

786

Total other comprehensive income

2,956

(1,899)

538

986

(4,481)

Total comprehensive income attributable to shareholders

2,677

(2,614)

2,190

30,013

3,149

Comprehensive income attributable to non-controlling

interests

Net profit / (loss)

1

4

4

16

32

Total other comprehensive income that will not be reclassified to the income statement,

net of tax

17

(12)

13

5

(14)

Total comprehensive income attributable to non-controlling interests

18

(8)

17

22

18

Total comprehensive income

Net profit / (loss)

(278)

(711)

1,657

29,043

7,661

Other comprehensive income

2,973

(1,911)

551

991

(4,494)

of which: other comprehensive income that may be reclassified

to the income statement

3,546

(1,144)

1,113

2,715

(5,267)

of which: other comprehensive income that will not be reclassified

to the income statement

(573)

(767)

(562)

(1,723)

772

Total comprehensive income

2,695

(2,622)

2,208

30,035

3,167

1 Comparative-period information has been revised.

Refer to “Accounting for

the acquisition of the Credit Suisse Group” in

this section for more information.

2 Refer to the “Group performance” section of

this

report for more information.

3 Effective 1 April 2022,

a portfolio of assets previously

classified as Financial assets measured

at fair value through other

comprehensive

income was reclassified to

Other financial

assets measured at amortized cost. As a result, the related cumulative fair value losses

of USD 449m before tax and USD 333m after tax, previously recognized in Other

comprehensive income, have been removed

from equity and adjusted against the value of the assets at the reclassification date.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

54

Balance sheet

USD m

31.12.23

30.9.23

1

31.12.22

Assets

Cash and balances at central banks

314,148

262,383

169,445

Amounts due from banks

21,161

21,334

14,792

Receivables from securities financing transactions measured at amortized

cost

99,039

84,872

67,814

Cash collateral receivables on derivative instruments

50,082

55,606

35,032

Loans and advances to customers

640,170

617,686

387,220

Other financial assets measured at amortized cost

65,498

64,159

53,264

Total financial assets measured at amortized cost

1,190,099

1,106,039

727,568

Financial assets at fair value held for trading

169,633

157,535

107,866

Derivative financial instruments

176,084

194,661

150,108

Brokerage receivables

21,037

24,611

17,576

Financial assets at fair value not held for trading

103,983

104,614

59,796

Total financial assets measured at fair value through profit or loss

470,738

481,421

335,347

Financial assets measured at fair value through other comprehensive income

2,233

2,213

2,239

Investments in associates

2,461

2,715

1,101

Property, equipment and software

17,849

17,919

12,288

Goodwill and intangible assets

7,515

7,462

6,267

Deferred tax assets

10,626

10,469

9,389

Other non-financial assets

16,049

16,091

10,166

Total assets

1,717,569

1,644,329

1,104,364

of which: Credit Suisse

583,520

559,231

Liabilities

Amounts due to banks

70,962

68,461

11,596

Payables from securities financing transactions measured at amortized cost

14,394

14,954

4,202

Cash collateral payables on derivative instruments

41,582

41,546

36,436

Customer deposits

792,029

733,071

525,051

Debt issued measured at amortized cost

237,817

224,025

114,621

Other financial liabilities measured at amortized cost

20,851

19,211

9,575

Total financial liabilities measured at amortized cost

1,177,633

1,101,268

701,481

Financial liabilities at fair value held for trading

34,159

34,989

29,515

Derivative financial instruments

192,220

197,721

154,906

Brokerage payables designated at fair value

42,522

41,313

45,085

Debt issued designated at fair value

128,289

126,135

73,638

Other financial liabilities designated at fair value

29,484

33,284

30,237

Total financial liabilities measured at fair value through profit or loss

426,674

433,441

333,381

Provisions and contingent liabilities

11,357

11,493

3,243

Other non-financial liabilities

14,089

12,660

9,040

Total liabilities

1,629,753

1,558,861

1,047,146

of which: Credit Suisse

2

474,815

462,228

Equity

Share capital

346

346

304

Share premium

13,216

12,858

13,546

Treasury shares

(4,796)

(4,122)

(6,874)

Retained earnings

76,057

76,796

50,004

Other comprehensive income recognized directly in equity, net of tax

2,462

(953)

(103)

Equity attributable to shareholders

87,285

84,926

56,876

Equity attributable to non-controlling interests

531

542

342

Total equity

87,816

85,468

57,218

Total liabilities and equity

1,717,569

1,644,329

1,104,364

1 Comparative-period information has been

revised. Refer to “Accounting for the acquisition

of the Credit Suisse

Group” in this section for

more information.

2 Excludes USD 57.5bn (30 September

2023: USD 55.7bn)

of debt instruments previously issued by Credit Suisse Group AG and transferred to UBS Group AG as part

of the acquisition of the Credit Suisse Group.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

55

Accounting for the acquisition of the

Credit Suisse Group

The transaction

On 12 June

2023, UBS Group AG

acquired Credit

Suisse Group AG,

succeeding by

operation of

Swiss law

to all

assets and liabilities of Credit Suisse Group AG, and became the direct

or indirect shareholder of all of the

former

direct and indirect subsidiaries of Credit Suisse Group AG. The acquisition of the

Credit Suisse Group constitutes a

business combination

under IFRS 3,

Business Combinations

, and

is required

to be

accounted for

by applying

the

acquisition method of accounting. Notes 1 and 2 in the UBS Group third

quarter 2023 report and the UBS Group

second quarter 2023 report set out the details of the

accounting for the acquisition.

IFRS 3 measurement period adjustments

in the fourth quarter of 2023 for the acquisition

of the Credit

Suisse Group

As explained in Note 2

of the UBS Group third quarter

2023 report,

the acquisition of Credit Suisse

Group AG was

made without the ordinary

due diligence procedures and outside

of the conventional time

frame for an acquisition

of

this

scale

and

nature.

As

such,

complete

information

about

all

relevant

facts

and

circumstances

as

of

the

acquisition date was

not practically available

to UBS at

the time when

the initial acquisition

accounting was applied

for

the

purpose

of

the

UBS

Group

third

quarter

2023

report

and

the

UBS

Group

second

quarter

2023

report.

Therefore, the

amounts that

form part

of the

business combination

accounting are

considered to

be provisional

and subject to further measurement

period adjustments if new

information about facts

and circumstances existing

on the date of the acquisition is obtained within

one year from the acquisition date.

In the

fourth quarter

of 2023,

in light

of additional

information about

circumstances existing

on the

acquisition

date that became available to management,

IFRS 3 measurement period adjustments were made in the

Non-core

and

Legacy

business

division,

reflecting

additional

decisions

to

sell

acquired

loans

and

off-balance

sheet

loan

commitments

and the

remeasurement

of the

acquisition date

fair value

adjustments

of certain

loans and

off-balance

sheet loan

commitments following a

detailed review,

with previously

reported financial

information revised.

This

resulted

in

the

reclassification

of

USD 8bn

1

of

loans

and

advances

to

customers

and

USD 0.3bn

of

derivative

liabilities to financial assets measured at fair

value held for trading in the acquisition

date balance sheet.

As

a

consequence of

classification and

measurement adjustments

in

the

fourth quarter

of

2023, USD 0.1bn

of

stage 1 and

stage 2

expected credit

losses have

been reversed

from the

UBS Group

third quarter

2023 income

statement, resulting

in

corresponding increases

in net

profit.

Additionally, interest

income of

USD 196m for

the

quarter ended 30 September 2023

(USD 59m for the

quarter ended 30 June

  1. was reclassified from

Interest

income from

financial instruments

measured at

amortized cost

and fair value

through other

comprehensive income

to

Net interest income from financial instruments measured at fair value through profit or loss

and other,

with no

impact on Net interest income

.

Measurement period adjustments

in the fourth quarter

of 2023 had no further

effect on the net

assets acquired as

of the acquisition date and no overall impact

on provisional negative goodwill.

Additionally, several presentational

changes resulted in a

reclassification of USD 7bn

2

of financial assets reported

at

fair value not held for trading to financial assets at fair value held for trading in the acquisition date balance sheet

to align with presentational approaches followed

by the UBS Group.

Effect of measurement period adjustments

on the acquisition date balance sheet

in the fourth quarter

of 2023

The table below sets out the identifiable net assets attributable to the acquisition of the Credit Suisse Group as of

the acquisition date and includes the

effects of measurement period adjustments on

the acquisition date balance

sheet, made in the fourth quarter of 2023, detailed

above.

1

Corresponding reclassification to financial assets at fair value held for trading

of USD 7bn and USD 9bn of loans and advances to customers

and USD 0.3bn and USD 0.3bn of derivative liabilities as of 30

September

2023 and 30 June 2023, respectively.

2

Corresponding reclassification to financial assets at fair value held for trading of USD 8bn and USD 6bn of financial assets at fair

value not held for trading as of 30 September 2023 and 30 June 2023, respectively.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

56

Accounting for the acquisition of the

Credit Suisse Group (continued)

USD m

Purchase price consideration, after consideration of share-based compensation awards

3,710

Credit Suisse Group net identifiable assets on the acquisition

date

Assets

As previously

reported in the third

quarter 2023 report

Measurement period

adjustment in the

fourth quarter 2023

Revised

Cash and balances at central banks

93,012

93,012

Amounts due from banks

13,590

13,590

Receivables from securities financing transactions measured at amortized

cost

26,194

26,194

Cash collateral receivables on derivative instruments

20,878

20,878

Loans and advances to customers

255,547

(8,002)

247,545

Other financial assets measured at amortized cost

13,428

13,428

Total financial assets measured at amortized cost

422,650

(8,002)

414,648

Financial assets at fair value held for trading

41,350

14,887

56,237

Derivative financial instruments

62,162

62,162

Brokerage receivables

366

366

Financial assets at fair value not held for trading

61,305

(7,141)

54,164

Total financial assets measured at fair value through profit or loss

165,183

7,746

172,929

Financial assets measured at fair value through other comprehensive income

0

0

Investments in associates

1,657

1,657

Property, equipment and software

6,055

6,055

Intangible assets

1,287

1,287

Deferred tax assets

942

942

Other non-financial assets

6,892

6,892

Total assets

604,667

(256)

604,411

Liabilities

Amounts due to banks

107,617

107,617

Payables from securities financing transactions measured at amortized cost

11,911

11,911

Cash collateral payables on derivative instruments

10,939

10,939

Customer deposits

183,119

183,119

Debt issued measured at amortized cost

110,491

110,491

Other financial liabilities measured at amortized cost

7,992

7,992

Total financial liabilities measured at amortized cost

432,070

0

432,070

Financial liabilities at fair value held for trading

5,711

5,711

Derivative financial instruments

68,129

(308)

67,821

Brokerage payables designated at fair value

316

316

Debt issued designated at fair value

44,909

44,909

Other financial liabilities designated at fair value

7,574

7,574

Total financial liabilities measured at fair value through profit or loss

126,639

(308)

126,331

Provisions and contingent liabilities

9,070

(18)

9,052

Other non-financial liabilities

3,832

69

3,901

Total liabilities

571,611

(256)

571,355

Non-controlling interests

(285)

(285)

Fair value of net assets acquired

32,771

0

32,771

Settlement of pre-existing relationships

135

135

Provisional negative goodwill resulting from the acquisition

28,925

0

28,925

The tables below set out the consequential impact of the measurement period adjustments detailed above on the

previously

reported

income

statement

for

the

quarter

ended

30 September

2023,

the

balance

sheets

as

of

30 September 2023 and

30 June 2023, and

the off-balance sheet

effects as of

30 September 2023 and

30 June

2023.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

57

Accounting for the acquisition of the

Credit Suisse Group (continued)

Effect of the measurement period adjustments on the income statement for the quarter ended 30 September 2023

For the quarter ended 30 September 2023

USD m

As previously

reported in the

third quarter

2023 report

Measurement

period

adjustment in

the fourth

quarter 2023

Revised

Interest income from financial instruments measured at

amortized cost and fair value through other comprehensive

income

10,128

(196)

9,932

Interest expense from financial instruments measured at

amortized cost

(9,082)

(9,082)

Net interest income from financial instruments measured

at fair value through profit or loss and other

1,061

196

1,257

Net interest income

2,107

2,107

Other net income from financial instruments measured

at fair value through profit or loss

3,212

14

3,226

Net fee and commission income

6,071

(14)

6,056

Other income

305

305

Total revenues

11,695

0

11,695

Negative goodwill

0

Credit loss expense / (release)

306

(67)

239

Operating expenses

11,644

(4)

11,640

Operating profit / (loss) before tax

(255)

71

(184)

Tax expense / (benefit)

526

526

Net profit / (loss)

(781)

71

(711)

Net profit / (loss) attributable to non-controlling interests

4

4

Net profit / (loss) attributable to shareholders

(785)

71

(715)

Effect of the measurement period adjustments on the balance sheet as of 30 September 2023 and 30 June 2023

USD m

As of 30 September 2023

As of 30 June 2023

Assets

As previously

reported in the

third quarter

2023 report

Measurement

period

adjustment in

the fourth

quarter 2023

Revised

As previously

reported in the

third quarter

2023 report

Measurement

period

adjustment in

the fourth

quarter 2023

Revised

Total financial assets measured at amortized cost

1,113,238

(7,199)

1,106,039

1,137,531

(8,716)

1,128,815

of which: Loans and advances to customers

624,885

(7,199)

617,686

645,785

(8,716)

637,069

Total financial assets measured at fair value through profit or loss

474,415

7,006

481,421

483,261

8,459

491,719

of which: Financial assets at fair value held for trading

142,888

14,647

157,535

157,171

14,445

171,616

of which: Financial assets at fair value not held for trading

112,256

(7,642)

104,614

118,605

(5,987)

112,618

Financial assets measured at fair value through other comprehensive income

2,213

2,213

2,217

2,217

Non-financial assets

54,656

54,656

55,846

55,846

Total assets

1,644,522

(193)

1,644,329

1,678,856

(257)

1,678,598

Liabilities

Total financial liabilities measured at amortized cost

1,101,268

1,101,268

1,125,687

1,125,687

Total financial liabilities measured at fair value through profit or loss

433,739

(298)

433,441

440,569

(309)

440,260

of which: Derivative financial instruments

198,019

(298)

1

197,721

195,182

(309)

1

194,873

Provisions and contingent liabilities

11,515

(23)

11,493

12,951

(18)

12,933

Other non-financial liabilities

12,603

57

12,660

11,896

70

11,966

Total liabilities

1,559,125

(264)

1,558,861

1,591,104

(257)

1,590,847

Equity

Equity attributable to shareholders

84,856

71

84,926

87,116

0

87,116

of which: Retained earnings

76,726

71

76,796

78,297

0

78,297

Total equity

85,398

71

85,468

87,752

0

87,752

Total liabilities and equity

1,644,522

(193)

1,644,329

1,678,856

(257)

1,678,598

1 Includes the fair value of loan commitments reclassified from loan commitments not measured at fair value to derivative loan

commitments with a notional amount as of 30 September 2023 and 30 June 2023 of

USD 0.7bn and USD 0.9bn respectively.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

58

Accounting for the acquisition of the Credit

Suisse Group (continued)

Off-balance sheet effect of the measurement period adjustments as of 30 September 2023 and 30 June 2023

As of 30 September 2023

As of 30 June 2023

USD bn

As previously

reported in the

third quarter

2023 report

Measurement

period

adjustment in

the fourth

quarter 2023

Revised

As previously

reported in the

third quarter

2023 report

Measurement

period

adjustment in

the fourth

quarter 2023

Revised

Guarantees

35.1

0.0

35.0

36.5

36.5

Loan commitments

91.5

(0.7)

1

90.8

92.8

(0.9)

1

91.9

Committed unconditionally revocable credit lines

159.0

159.0

168.6

168.6

Forward starting reverse repurchase agreements

10.4

10.4

5.0

5.0

1 Represents the notional amount of loan commitments reclassified from loan commitments not measured at fair value to derivative

loan commitments, with a fair value as of 30 September 2023 and 30 June 2023

of USD 0.1bn and USD 0.1bn respectively.

Provisions and contingent liabilities

a) Provisions and contingent liabilities

The table below presents an overview of total provisions

and contingent liabilities.

USD m

31.12.23

30.9.23

1

31.12.22

Provisions related to expected credit losses (IFRS 9,

Financial Instruments

)

350

333

201

Provisions related to Credit Suisse loan commitments (IFRS

3,

Business Combinations

)

1,924

2,181

Provisions related to litigation, regulatory and similar matters

(IAS 37,

Provisions, Contingent Liabilities and Contingent Assets

)

3,976

4,017

2,586

Acquisition-related contingent liabilities (IFRS 3,

Business Combinations

)

2,983

2,973

Other provisions

2,123

1,988

456

Total provisions and contingent liabilities

11,357

11,493

3,243

of which: Credit Suisse

8,787

9,141

1 Comparative-period information has been revised. Refer to “Accounting

for the acquisition of the Credit Suisse Group” in this section for more information.

The table below presents

additional information for provisions related

to litigation, regulatory and similar matters

and other provisions.

USD m

Litigation,

regulatory and

similar matters

1

Restructuring

2

Real estate

3

Other

4

Total

Balance as of 31 December 2022

2,586

130

129

197

3,042

Balance as of 30 September 2023

5

4,017

613

243

1,133

6,006

Increase in provisions recognized in the income statement

84

393

3

75

555

Release of provisions recognized in the income statement

(77)

(114)

0

(99)

(291)

Provisions used in conformity with designated purpose

(125)

(158)

(8)

(9)

(299)

Foreign currency translation and other movements

76

8

21

23

128

Balance as of 31 December 2023

3,976

741

259

1,123

6,099

of which: Credit Suisse

2,165

519

114

918

3,717

1 Consists of provisions for losses resulting from

legal, liability and compliance risks.

2 Primarily consists of USD 448m of provisions

for onerous contracts related to real estate as

of 31 December 2023 (30 September

2023: USD 389m; 31 December 2022: USD 28m) and USD 294m of personnel-related restructuring provisions as of 31 December 2023 (30 September 2023:

USD 225m; 31 December 2022: USD 102m).

3 Mainly

includes provisions for reinstatement costs with respect to leased properties.

4 Mainly includes provisions related to onerous contracts and employee benefits.

5 Comparative-period information has been revised.

Refer to “Accounting for the acquisition of the Credit Suisse Group” in this section

for more information.

Information about provisions and

contingent liabilities in respect of

litigation, regulatory and similar matters,

as a

class, is

included in

part b).

There are

no material

contingent

liabilities associated

with the

other classes

of provisions.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

59

Provisions and contingent liabilities

(continued)

b) Litigation, regulatory and similar matters

The Group operates in

a legal and regulatory

environment that exposes it to

significant litigation and similar risks

arising from disputes

and regulatory proceedings. As

a result,

UBS (which for

purposes of this

Note may

refer to

UBS

Group

AG

and/or

one

or

more

of

its

subsidiaries,

as

applicable)

is

involved

in

various

disputes

and

legal

proceedings, including litigation, arbitration,

and regulatory and criminal investigations.

Such matters are subject

to many uncertainties,

and the outcome and the

timing of resolution are

often difficult to

predict,

particularly in

the

earlier

stages

of

a

case.

There

are

also

situations

where

the Group

may

enter into

a

settlement

agreement.

This

may

occur

in

order

to

avoid

the

expense,

management

distraction

or

reputational

implications of

continuing to

contest liability,

even

for those

matters for

which

the Group

believes it

should be

exonerated. The uncertainties inherent in all such matters affect the amount and timing of any potential outflows

for both matters

with respect to

which provisions have

been established and

other contingent liabilities.

The Group

makes

provisions

for

such

matters

brought

against

it

when,

in

the

opinion

of

management

after

seeking legal

advice, it

is more

likely than

not that

the Group

has a

present legal

or constructive obligation

as a

result of

past

events, it

is probable

that an

outflow of

resources will

be required,

and the

amount can

be reliably

estimated. Where

these factors

are

otherwise satisfied,

a

provision may

be

established for

claims that

have

not

yet been

asserted

against the

Group, but

are nevertheless

expected to

be, based

on

the Group’s

experience with

similar asserted

claims.

If

any

of

those

conditions

is

not

met,

such

matters

result

in

contingent

liabilities.

If

the

amount

of

an

obligation cannot

be reliably

estimated, a

liability exists

that is

not recognized

even if

an outflow

of resources

is

probable. Accordingly, no

provision is

established even if

the potential

outflow of resources

with respect

to such

matters could be significant. Developments relating to a matter that occur after the relevant reporting period, but

prior

to

the

issuance

of

financial

statements, which

affect

management’s assessment

of

the

provision

for

such

matter

(because,

for

example,

the

developments provide

evidence of

conditions that

existed

at

the

end

of

the

reporting

period),

are

adjusting

events

after

the

reporting period

under

IAS

10

and

must

be

recognized in

the

financial statements for the reporting period.

Specific litigation, regulatory and other matters are

described below, including all such matters that

management

considers to be material and others that management believes to be of significance to the Group due to potential

financial,

reputational

and

other

effects.

The

amount

of

damages

claimed,

the

size

of

a

transaction

or

other

information is

provided where

available and

appropriate in order

to assist

users in

considering the

magnitude of

potential exposures.

In the case of certain matters below, we state that we have established a provision, and for the other matters, we

make no such statement. When we

make this statement and we expect

disclosure of the amount of a provision

to

prejudice seriously our

position with other

parties in the

matter because it

would reveal what

UBS believes to

be

the

probable

and

reliably estimable

outflow, we

do

not

disclose

that amount.

In

some

cases we

are

subject to

confidentiality obligations

that preclude

such disclosure.

With respect

to the

matters for

which we

do not

state

whether we have

established a provision,

either: (a) we

have not established

a provision; or

(b) we have

established

a provision

but expect

disclosure of

that fact

to prejudice

seriously our

position with

other parties

in the

matter

because it would reveal the fact that

UBS believes an outflow of resources to be probable

and reliably estimable.

With respect to certain litigation, regulatory

and similar matters for which we

have established provisions, we are

able to

estimate the expected

timing of outflows.

However, the aggregate

amount of the

expected outflows for

those matters for which we

are able to estimate expected

timing is immaterial relative to

our current and expected

levels of liquidity over the relevant time periods.

The

aggregate

amount

provisioned

for

litigation,

regulatory

and

similar

matters

as

a

class

is

disclosed

in

the

“Provisions” table

in part

a) above.

It is

not practicable

to provide

an aggregate

estimate of

liability for

our litigation,

regulatory and similar

matters as a class

of contingent liabilities

beyond what has been

identified as a consequence

of

the

acquisition

of

Credit

Suisse

as

set

out

below.

Doing

so

would

require

UBS

to

provide

speculative

legal

assessments as to

claims and proceedings that

involve unique fact

patterns or novel

legal theories, that have

not

yet been initiated or are at early stages of adjudication, or as to

which alleged damages have not been quantified

by the claimants. Although

UBS therefore cannot provide a

numerical estimate of the future

losses that could arise

from litigation,

regulatory and

similar matters,

UBS believes

that the

aggregate amount

of possible

future losses

from this class that are more than remote

substantially exceeds the level of current

provisions.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

60

Provisions and contingent liabilities

(continued)

Litigation, regulatory

and similar

matters may

also result

in non-monetary

penalties and

consequences. A

guilty plea

to, or conviction of, a crime could have material consequences for UBS. Resolution of regulatory proceedings may

require UBS to obtain waivers of regulatory disqualifications to maintain certain operations, may entitle regulatory

authorities to limit, suspend or terminate

licenses and regulatory authorizations, and may

permit financial market

utilities to

limit, suspend

or terminate

UBS’s participation

in such

utilities. Failure

to obtain

such waivers,

or any

limitation, suspension

or termination

of licenses,

authorizations or

participations, could

have material

consequences

for UBS.

The

risk

of

loss

associated with

litigation, regulatory

and

similar matters

is

a

component of

operational risk

for

purposes of determining

capital requirements.

Information concerning

our capital requirements

and the calculation

of operational risk for this purpose is included

in the “Capital management” section

of this report.

Matters related

to Credit

Suisse entities

are separately

described herein.

The amounts

shown in

the table

below

reflect the provisions

recorded under IFRS

accounting principles.

In connection with

the acquisition of

Credit Suisse,

UBS Group AG additionally has reflected

in its purchase accounting under IFRS

3 a further valuation adjustment of

USD 3bn reflecting an

estimate of outflows relating

to contingent liabilities for

all present obligations included in

the scope of the acquisition at fair value upon closing, even

if it is not probable that they will

result in an outflow

of resources, significantly

increasing the recognition

threshold for litigation

liabilities beyond those

that generally

apply under IFRS and US GAAP.

Provisions for litigation, regulatory and similar matters

by business division and in Group Items

1

USD m

Global Wealth

Management

Personal &

Corporate

Banking

Asset

Management

Investment

Bank

Non-core

and Legacy

Group

Items

UBS Group

Balance as of 31 December 2022

1,182

159

8

308

771

158

2,586

Balance as of 30 September 2023

1,160

149

9

272

2,264

163

4,017

Increase in provisions recognized in the income statement

50

0

6

15

12

1

84

Release of provisions recognized in the income statement

(1)

0

0

(1)

(46)

(29)

(77)

Provisions used in conformity with designated purpose

(22)

0

0

0

(101)

(1)

(125)

Foreign currency translation and other movements

48

7

0

9

11

0

76

Balance as of 31 December 2023

1,235

157

15

294

2,141

134

3,976

of which: Credit Suisse

15

1

2

8

2,137

2

2,165

1 Provisions, if any,

for the matters described in items A3, B8

and B10 of this disclosure are recorded in Global

Wealth Management; provisions, if any,

for the matters described in items B1,

B2, B3, B4, B5, B6, B7,

B9, B11 and B12

of this disclosure are

recorded in Non-core and

Legacy; provisions, if

any, for the

matters described in items

B13 and B14 of

this disclosure are recorded

in Group Items.

Provisions, if any,

for the

matters described in items A1 and A4 of this disclosure are allocated between Global Wealth Management and Personal & Corporate Banking; and provisions, if any, for the matters described in item A3 are allocated

between the Investment Bank and Group Items.

A. Litigation, regulatory and similar matters

involving UBS AG and subsidiaries

  1. Inquiries regarding cross-border wealth management

businesses

Tax

and regulatory

authorities in

a number

of countries

have made

inquiries, served

requests for

information or

examined

employees

located

in

their

respective

jurisdictions

relating

to

the

cross-border

wealth

management

services provided by UBS and other financial institutions.

Since 2013, UBS

(France) S.A., UBS AG

and certain former employees

have been under investigation in

France in

relation to UBS’s cross-border business with French

clients. In connection with this investigation, the investigating

judges ordered UBS AG to provide bail (“

caution

”) of EUR 1.1bn.

In 2019,

the court of

first instance

returned a verdict

finding UBS AG

guilty of

unlawful solicitation of

clients on

French territory and aggravated

laundering of the proceeds

of tax fraud, and UBS

(France) S.A. guilty of aiding

and

abetting unlawful

solicitation and

of laundering

the proceeds

of tax

fraud. The

court imposed

fines aggregating

EUR 3.7bn on UBS AG and UBS (France) S.A. and awarded EUR 800m of

civil damages to the French state. A trial

in the

Paris Court

of Appeal

took place

in March

  1. In

December 2021,

the Court

of Appeal

found UBS

AG

guilty of unlawful solicitation and aggravated laundering of the proceeds of tax fraud. The court ordered a fine of

EUR

3.75m,

the

confiscation

of

EUR

1bn,

and

awarded

civil

damages

to

the

French

state

of

EUR

800m.

UBS

appealed the decision to the

French Supreme Court. The Supreme

Court rendered its judgment on

15 November

  1. It

upheld the

Court of

Appeal’s decision

regarding unlawful solicitation

and aggravated

laundering of the

proceeds of tax fraud, but overturned the confiscation of EUR

1bn, the penalty of EUR 3.75m and the

EUR 800m

of civil

damages awarded

to the

French state.

The case

has been

remanded to

the Court

of Appeal

for a

retrial

regarding these overturned elements.

The French state has reimbursed the

EUR 800m of civil damages

to UBS AG.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

61

Provisions and contingent liabilities

(continued)

Our balance sheet

at 31

December 2023 reflected

a provision in

an amount that

UBS believes to

be appropriate

under the

applicable accounting

standard. As

in the

case of

other matters

for which

we have

established provisions,

the future outflow of resources in respect of such matters

cannot be determined with certainty based on currently

available information

and accordingly

may ultimately

prove to

be substantially

greater (or

may be

less) than

the

provision that we have recognized.

  1. Madoff

In relation to

the Bernard

L. Madoff Investment

Securities LLC

(BMIS) investment

fraud, UBS

AG, UBS (Luxembourg)

S.A. (now UBS

Europe SE, Luxembourg

branch) and certain

other UBS subsidiaries have

been subject to

inquiries

by a

number of

regulators, including

the Swiss

Financial Market

Supervisory Authority

(FINMA) and

the Luxembourg

Commission

de

Surveillance

du

Secteur

Financier.

Those

inquiries

concerned

two

third-party

funds

established

under Luxembourg

law,

substantially all

assets of

which were

with BMIS,

as well

as certain

funds established

in

offshore

jurisdictions

with

either

direct

or

indirect

exposure

to

BMIS.

These

funds

faced

severe

losses,

and

the

Luxembourg funds are in liquidation. The documentation establishing both funds identifies UBS entities in various

roles,

including custodian,

administrator,

manager,

distributor and

promoter,

and indicates

that UBS

employees

serve as board members.

In 2009 and 2010, the liquidators

of the two Luxembourg funds

filed claims against UBS entities,

non-UBS entities

and certain individuals, including

current and former UBS employees,

seeking amounts totaling approximately

EUR

2.1bn, which

includes amounts

that the

funds may

be held

liable to

pay the

trustee for

the liquidation

of BMIS

(BMIS Trustee).

A large number of alleged beneficiaries have filed claims

against UBS entities (and non-UBS entities) for purported

losses relating to

the Madoff fraud.

The majority of

these cases have

been filed in

Luxembourg, where decisions

that the claims in eight test cases were inadmissible have been affirmed by the Luxembourg Court of Appeal, and

the Luxembourg Supreme Court has dismissed

a further appeal in one of the test

cases.

In the

US, the

BMIS Trustee

filed claims

against UBS

entities, among

others, in

relation to

the two

Luxembourg

funds and one of

the offshore funds. The

total amount claimed against

all defendants in

these actions was

not less

than USD

2bn. In

2014, the

US Supreme

Court rejected

the BMIS

Trustee’s motion for

leave to

appeal decisions

dismissing all

claims except

those for

the recovery

of approximately

USD 125m

of payments

alleged to

be fraudulent

conveyances

and

preference

payments.

In

2016,

the

bankruptcy

court

dismissed

these

claims

against

the

UBS

entities. In 2019,

the Court of Appeals

reversed the dismissal of

the BMIS Trustee’s remaining

claims, and the US

Supreme Court

subsequently denied

a petition seeking

review of the

Court of Appeals’

decision. The case

has been

remanded to the Bankruptcy Court for further

proceedings.

  1. Foreign exchange, LIBOR and benchmark rates,

and other trading practices

Foreign exchange-related regulatory matters:

Beginning in 2013, numerous authorities commenced investigations

concerning possible

manipulation of

foreign

exchange markets

and

precious

metals prices.

As

a

result

of these

investigations,

UBS

entered

into

resolutions

with

Swiss,

US

and

United

Kingdom

regulators

and

the

European

Commission. UBS

was granted

conditional immunity

by the Antitrust

Division of

the DOJ

and by

authorities in

other

jurisdictions

in

connection

with

potential

competition

law

violations

relating

to

foreign

exchange

and

precious

metals businesses.

Foreign exchange-related civil litigation:

Putative class actions have been filed since 2013 in US federal

courts and

in other jurisdictions against

UBS and other banks on

behalf of putative classes of

persons who engaged in foreign

currency transactions with any of the defendant banks. UBS has resolved US federal court class actions relating to

foreign currency transactions with

the defendant banks

and persons who

transacted in foreign

exchange futures

contracts and options on such futures

under a settlement agreement that

provides for UBS to pay an

aggregate of

USD 141m and

provide cooperation

to the

settlement classes.

Certain class

members have

excluded themselves

from that

settlement

and have

filed individual

actions in

US and

English courts

against

UBS and

other banks,

alleging

violations of

US and

European competition laws

and unjust

enrichment. UBS

and the

other banks

have resolved

those individual matters.

In

2015, a

putative

class action

was filed

in

federal court

against UBS

and numerous

other banks

on

behalf of

persons and

businesses in

the US

who directly

purchased foreign

currency from

the defendants

and alleged

co-

conspirators for

their own

end use.

In

2022, the

court denied

plaintiffs’ motion

for class

certification. In

March

2023, the court granted defendants’ summary

judgment motion, dismissing the case. Plaintiffs

have appealed.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

62

Provisions and contingent liabilities

(continued)

LIBOR and other benchmark-related regulatory

matters:

Numerous government agencies conducted investigations

regarding potential improper attempts by UBS, among others, to manipulate LIBOR and other benchmark rates at

certain times. UBS reached settlements or otherwise concluded investigations relating to benchmark interest rates

with the investigating authorities. UBS

was granted conditional leniency or

conditional immunity from authorities

in certain jurisdictions,

including the Antitrust

Division of the DOJ

and the Swiss Competition

Commission (WEKO),

in connection with potential antitrust or competition law violations related to certain rates. However, UBS has not

reached a final settlement with WEKO, as the

Secretariat of WEKO has asserted that UBS does

not qualify for full

immunity.

LIBOR and

other benchmark-related

civil litigation:

A number

of putative

class actions

and other

actions are

pending

in the federal

courts in New

York against UBS

and numerous other banks

on behalf of

parties who transacted in

certain interest rate benchmark-based derivatives. Also

pending in the US

and in other jurisdictions are

a number

of other

actions asserting losses

related to

various products whose

interest rates were

linked to

LIBOR and other

benchmarks, including

adjustable rate

mortgages, preferred

and debt securities,

bonds pledged

as collateral, loans,

depository

accounts,

investments

and

other

interest-bearing

instruments.

The

complaints

allege

manipulation,

through

various

means,

of

certain

benchmark

interest

rates,

including

USD LIBOR,

Euroyen

TIBOR,

Yen

LIBOR,

EURIBOR,

CHF LIBOR,

GBP

LIBOR

and

seek

unspecified

compensatory

and

other

damages

under

varying

legal

theories.

USD LIBOR class

and individual

actions in

the US:

In 2013

and 2015,

the district

court in

the USD LIBOR

actions

dismissed, in whole or in

part, certain plaintiffs’ antitrust

claims, federal racketeering claims,

Commodity Exchange

Act claims, and state common law

claims, and again dismissed the

antitrust claims in 2016 following

an appeal. In

2021, the

Second Circuit affirmed

the district court’s

dismissal in part

and reversed in

part and remanded

to the

district

court

for

further

proceedings.

The

Second

Circuit,

among

other

things,

held

that

there

was

personal

jurisdiction over

UBS and

other foreign

defendants.

Separately, in

2018, the

Second Circuit

reversed in

part the

district court’s

2015 decision

dismissing certain

individual plaintiffs’

claims and

certain of

these actions

are now

proceeding. In 2018, the district court

denied plaintiffs’ motions for class certification in

the USD class actions for

claims pending

against UBS,

and plaintiffs

sought permission

to appeal

that ruling

to the

Second Circuit.

The Second

Circuit denied the petition

to appeal. In

2020, an individual action

was filed in

the Northern District of

California

against UBS and numerous other banks alleging that the

defendants conspired to fix the interest rate used as

the

basis for

loans to

consumers by jointly

setting the USD LIBOR

rate and

monopolized the market

for LIBOR-based

consumer

loans

and

credit

cards.

In

September

2022,

the

court

granted

defendants’

motion

to

dismiss

the

complaint in its

entirety, while allowing plaintiffs

the opportunity to file

an amended complaint. Plaintiffs filed

an

amended complaint in

October 2022, and

defendants moved to

dismiss the amended

complaint. In October

2023,

the court

dismissed the

amended complaint with

prejudice. In

January 2024,

plaintiffs appealed

the dismissal

to

the Ninth Circuit Court of Appeals.

Other benchmark class actions in the US:

Yen

LIBOR / Euroyen TIBOR

– In 2017, the court dismissed one Yen LIBOR / Euroyen TIBOR action in its entirety on

standing grounds. In

2020, the appeals

court reversed the

dismissal and, subsequently, plaintiffs

in that action

filed

an amended complaint

focused on Yen

LIBOR. In 2022,

the court granted

UBS’s motion for

reconsideration and

dismissed the case against UBS. The dismissal of the case against UBS could be appealed following

the disposition

of the case against the remaining defendant in the

district court.

CHF LIBOR

– In 2017, the court

dismissed the CHF LIBOR action on standing

grounds and failure to state a

claim.

Plaintiffs

filed

an

amended

complaint,

and

the

court

granted

a

renewed

motion

to

dismiss

in

2019.

Plaintiffs

appealed. In

2021, the

Second Circuit

granted the

parties’ joint

motion to

vacate the

dismissal and

remand the

case

for further

proceedings. Plaintiffs

filed a

third amended

complaint in

November 2022

and defendants

moved to

dismiss the amended complaint in January

2023.

EURIBOR

In

2017,

the

court

in

the

EURIBOR

lawsuit

dismissed

the

case

as

to

UBS

and

certain

other

foreign

defendants for lack of personal jurisdiction.

Plaintiffs have appealed.

GBP LIBOR

– The court dismissed the GBP LIBOR action

in 2019. Plaintiffs have appealed.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

63

Provisions and contingent liabilities

(continued)

Government bonds:

Putative class actions

have been filed

since 2015 in

US federal courts

against UBS and

other

banks

on

behalf

of

persons

who

participated

in

markets

for

US

Treasury

securities

since

2007.

A

consolidated

complaint was filed in 2017 in the US District Court

for the Southern District of New York alleging that the banks

colluded with

respect to,

and manipulated

prices of,

US Treasury

securities sold

at auction

and in

the secondary

market and

asserting claims under

the antitrust

laws and

for unjust

enrichment. Defendants’ motions

to dismiss

the consolidated complaint

were granted in 2021.

Plaintiffs filed an amended

complaint, which defendants

moved

to dismiss later

in 2021.

In March 2022,

the court granted

defendants’ motion to

dismiss that complaint,

and in

February

2024,

the

Second

Circuit

affirmed

the

district

court’s

dismissal.

Similar

class

actions

have

been

filed

concerning European government bonds and

other government bonds.

In

2021,

the

European Commission

issued

a

decision finding

that

UBS

and

six

other

banks

breached European

Union antitrust rules in 2007–2011

relating to European government

bonds. The European Commission

fined UBS

EUR 172m. UBS is appealing the amount of the fine.

With respect

to additional

matters and

jurisdictions not

encompassed by

the settlements

and orders

referred to

above,

our

balance

sheet

at

31

December

2023

reflected

a

provision

in

an

amount

that

UBS

believes

to

be

appropriate under

the applicable

accounting standard.

As in

the case

of other

matters for

which we

have established

provisions, the future outflow

of resources in respect

of such matters

cannot be determined with

certainty based

on currently available information and

accordingly may ultimately prove to be

substantially greater (or may be less)

than the provision that we have recognized.

  1. Swiss retrocessions

The Federal Supreme Court of Switzerland ruled in 2012, in

a test case against UBS, that distribution fees paid

to

a firm for distributing third-party

and intra-group investment funds

and structured products must be disclosed

and

surrendered

to

clients

who

have

entered

into

a

discretionary

mandate agreement

with

the

firm,

absent a

valid

waiver. FINMA issued a

supervisory note

to all Swiss

banks in response

to the Supreme

Court decision.

UBS has

met

the FINMA requirements and has notified all potentially

affected clients.

The Supreme

Court decision

has resulted, and

continues to

result, in a

number of

client requests

for UBS to

disclose

and potentially surrender retrocessions. Client requests are assessed on a case-by-case basis. Considerations taken

into account

when assessing

these cases

include, among

other things,

the existence

of a discretionary

mandate and

whether or not the client documentation contained

a valid waiver with respect to distribution

fees.

Our balance sheet at

31 December 2023

reflected a provision with

respect to matters

described in this item

4 in an

amount that UBS believes to be appropriate under the applicable accounting standard. The ultimate exposure will

depend on client

requests and the resolution

thereof, factors that are

difficult to predict

and assess. Hence, as

in

the case of

other matters for which

we have established provisions,

the future outflow

of resources in

respect of

such matters

cannot be

determined with certainty

based on

currently available information

and accordingly may

ultimately prove to be substantially greater (or

may be less) than the provision that we

have recognized.

B. Litigation regulatory and similar matters

involving Credit Suisse entities

  1. Mortgage-related matters

Government and

regulatory

related matters:

DOJ RMBS

settlement

– In January

2017, Credit Suisse

Securities (USA)

LLC

(CSS

LLC)

and

its

current

and

former

US

subsidiaries

and

US

affiliates

reached

a

settlement

with

the

US

Department of

Justice (DOJ)

related to

its legacy

Residential

Mortgage-Backed

Securities (RMBS)

business, a

business

conducted through

  1. The

settlement resolved

potential civil

claims by

the DOJ

related to certain

of those

Credit

Suisse entities’

packaging, marketing,

structuring, arrangement,

underwriting, issuance

and sale

of RMBS.

Pursuant

to the terms of the

settlement a civil monetary penalty was paid

to the DOJ in

January 2017. The settlement also

required

the

Credit

Suisse

entities

to

provide

certain

levels

of

consumer

relief

measures,

including

affordable

housing

payments

and

loan

forgiveness,

and

the

DOJ

and

Credit

Suisse

agreed

to

the

appointment

of

an

independent

monitor

to

oversee

the

completion

of

the

consumer

relief

requirements

of

the

settlement.

Credit

Suisse continues

to evaluate

its approach

toward satisfying

its remaining

consumer relief

obligations, and Credit

Suisse currently

anticipates that

it will

take much

longer than

the five-year

period provided

in the

settlement to

satisfy

in

full

its

obligations

in

respect

of

these

consumer

relief

measures,

subject

to

risk

appetite

and

market

conditions. Credit Suisse expects to incur costs

in relation to satisfying those obligations.

The amount of consumer

relief Credit Suisse must provide also

increases after 2021 pursuant

to the original settlement

by 5% per annum

of

the outstanding amount

due until these

obligations are settled.

The monitor publishes

reports periodically on

these

consumer relief matters.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

64

Provisions and contingent liabilities

(continued)

Civil litigation: Repurchase litigations

– CSS LLC and/or certain of its affiliates

have also been named as defendants

in various

civil litigation

matters related to

their roles

as issuer,

sponsor, depositor, underwriter

and/or servicer

of

RMBS

transactions.

These

cases

currently

include

repurchase

actions

by

RMBS

trusts

and/or

trustees,

in

which

plaintiffs

generally

allege

breached

representations

and

warranties

in

respect

of

mortgage

loans

and

failure

to

repurchase such

mortgage loans

as required

under the

applicable agreements. The

amounts disclosed

below do

not reflect actual realized plaintiff losses to date or anticipated future litigation exposure. Unless otherwise stated,

these amounts reflect the original

unpaid principal balance amounts

as alleged in these actions

and do not include

any reduction in principal amounts since issuance.

DLJ Mortgage Capital, Inc. (DLJ) is a defendant in New York state court in: (i)

one action brought by Asset Backed

Securities Corporation

Home Equity

Loan Trust,

Series 2006-HE7,

in which plaintiff

alleges damages

of not

less than

USD 374m in an

amended complaint filed in August 2019;

in January 2020, DLJ filed

a motion to dismiss, which

the court

granted in

part and

denied in

part on

December 30,

2023, dismissing

with prejudice

all notice-based

claims; in

February 2024,

the parties

filed notices

of appeal;

(ii) one

action brought

by Home

Equity Asset

Trust,

Series 2006-8,

in which

plaintiff alleges

damages of

not less

than USD

436m; (iii)

one action

brought by

Home

Equity Asset Trust 2007-1, in

which plaintiff alleges damages of not

less than USD 420m; in

December 2018, the

court denied DLJ’s

motion for partial

summary judgment in

this action, which

was affirmed on

appeal; in March

2022, the

New York

State Court

of Appeals

reversed the

decision and

ordered that

DLJ’s motion

for partial

summary

judgment be granted; a non-jury trial

in the action was held

between January and February 2023, and

a decision

is pending; (iv)

one action brought by

Home Equity Asset Trust

2007-2, in which

plaintiff alleges damages of

not

less than

USD 495m;

and (v)

one action

brought by

CSMC Asset-Backed Trust

2007-NC1, in

which no

damages

amount is alleged. These actions are at various

procedural stages.

DLJ is also a defendant in one

action brought by Home Equity Asset Trust Series 2007-3, in

which plaintiff alleges

damages of not

less than USD

206m. In March

2022, DLJ and

the plaintiffs executed an

agreement to settle this

action.

In

November

2023,

the

Minnesota

state

court

approved

the

settlement

through

a

trust

instruction

proceeding brought by the trustee of the plaintiff trust. The New York state

court dismissed the underlying action

with prejudice in January 2024.

  1. Tax and securities law matters

In

May 2014,

Credit

Suisse AG

entered

into settlement

agreements with

several US

regulators regarding

its

US

cross-border matters. As part of the agreements, Credit Suisse AG, among other things, engaged an independent

corporate monitor

that reports

to the

New York State

Department of

Financial Services.

As of

July 2018,

the monitor

concluded both

his review

and his

assignment. Credit

Suisse AG

continues to

report

to and

cooperate with

US

authorities in

accordance with

Credit

Suisse AG’s

obligations under

the

agreements,

including by

conducting a

review

of

cross-border

services

provided

by

Credit

Suisse’s

Switzerland-based Israel

Desk.

Most

recently,

Credit

Suisse AG has provided information to US authorities regarding potentially undeclared US assets held by clients at

Credit Suisse AG since the May 2014 plea. Credit Suisse AG continues

to cooperate with the authorities. In March

2023,

the

US

Senate Finance

Committee issued

a

report

criticizing

Credit

Suisse AG’s

history

regarding

US

tax

compliance. The report called on the DOJ to investigate

Credit Suisse AG’s compliance with the 2014 plea.

In February 2021,

a qui tam

complaint was filed

in the Eastern

District of Virginia, alleging

that Credit Suisse AG

had violated the

False Claims Act

by failing to

disclose all US

accounts at the

time of the

2014 plea, which

allegedly

allowed Credit Suisse AG to pay a criminal fine in 2014 that was purportedly lower than it should have been. The

DOJ moved to

dismiss the case, and

the Court summarily dismissed

the suit. The case

is now on

appeal with the

US Federal Court of Appeals for the Fourth

Circuit.

  1. Rates-related matters

Regulatory matters

: Regulatory authorities in a number of jurisdictions, including the US, UK, EU and Switzerland,

have for an extended period of time been conducting investigations into the setting of LIBOR and other reference

rates with

respect to

a number

of currencies,

as well

as the

pricing of

certain related

derivatives. These

ongoing

investigations have included

information requests from regulators

regarding LIBOR-setting practices

and reviews of

the activities

of various

financial institutions,

including Credit

Suisse Group

AG, which

was a

member of

three LIBOR

rate-setting panels

(US Dollar

LIBOR, Swiss

Franc LIBOR

and Euro

LIBOR). Credit

Suisse is

cooperating fully

with

these investigations.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

65

Provisions and contingent liabilities

(continued)

Regulatory authorities in a number of jurisdictions, including WEKO,

the European Commission (Commission), the

South

African

Competition

Commission

and

the

Brazilian

Competition

Authority

have

been

conducting

investigations into

the

trading activities,

information sharing

and

the

setting of

benchmark

rates in

the

foreign

exchange (including electronic trading) markets.

Credit Suisse continues to cooperate

with ongoing investigations.

Credit Suisse

Group AG,

Credit Suisse

AG and

Credit Suisse

Securities (Europe)

Limited (CSSEL)

received a

Statement

of Objections and

a Supplemental Statement

of Objections

from the

Commission in

July 2018

and March 2021,

respectively, alleging

that Credit

Suisse entities

engaged in

anticompetitive practices

in connection

with their

foreign

exchange trading business.

In December

2021, the

Commission issued a

formal decision imposing

a fine

of EUR

83.3m. In February 2022, Credit Suisse appealed

this decision to the EU General Court.

The

reference

rates

investigations

have

also

included

information

requests

from

regulators

concerning

supranational, sub-sovereign

and agency

(SSA) bonds

and commodities

markets. Credit

Suisse Group

AG and

CSSEL

received a

Statement of

Objections from

the Commission

in December

2018, alleging

that Credit

Suisse entities

engaged

in

anticompetitive

practices

in

connection

with

their

SSA

bonds

trading

business.

In

April

2021,

the

Commission

issued

a

formal

decision

imposing

a

fine

of

EUR

11.9m.

In

July

2021,

Credit

Suisse

appealed

this

decision to the EU General Court.

Civil litigation:

USD LIBOR litigation

Beginning in 2011, certain

Credit Suisse entities

were named in

various putative class and

individual lawsuits

filed in

the US,

alleging banks

on the

US dollar

LIBOR panel

manipulated US

dollar LIBOR

to

benefit their reputation

and increase

profits. All

remaining matters have

been consolidated for

pre-trial purposes

into a multi-district litigation in the US

District Court for the Southern District

of New York (SDNY).

In a series of rulings between 2013 and 2019 on motions

to dismiss, the SDNY (i) narrowed the claims against

the

Credit

Suisse

entities

and

the

other

defendants

(dismissing

antitrust,

Racketeer

Influenced

and

Corrupt

Organizations Act (RICO), Commodity Exchange Act, and

state law claims), (ii) narrowed

the set of plaintiffs who

may bring claims, and

(iii) narrowed the set

of defendants in the

LIBOR actions (including the dismissal

of several

Credit Suisse entities from

various cases on personal jurisdiction

and statute of limitation grounds).

After a number

of putative class and individual plaintiffs appealed the dismissal of their antitrust

claims to the United States Court

of Appeals

for the

Second Circuit

(Second Circuit),

in

December 2021,

the Second

Circuit affirmed

in

part and

reversed in part the district court’s decision

and remanded the case to the SDNY.

Separately, in May

2017, the

plaintiffs in three

putative class

actions moved for

class certification.

In February 2018,

the SDNY

denied certification

in

two of

the actions

and

granted certification

over a

single antitrust

claim in

an

action brought by over-the-counter purchasers

of LIBOR-linked derivatives.

USD ICE LIBOR litigation

– In August 2020,

members of the

ICE LIBOR panel,

including Credit Suisse

Group AG and

certain of its affiliates, were named

in a civil action in the

US District Court for the Northern

District of California,

alleging that

panel banks

manipulated ICE

LIBOR to

profit from

variable interest

loans and

credit cards.

In December

2021, the

court denied

plaintiffs’ motion

for preliminary

and permanent

injunctions to

enjoin panel

banks from

continuing to set

LIBOR or

automatically setting

the benchmark

to zero each

day, and

in September

2022, the

court

granted

defendants’ motions

to

dismiss.

In

October

2022,

plaintiffs

filed

an

amended

complaint.

In

November

2022,

defendants filed

a

motion

to

dismiss

the

amended

complaint. In

October

2023,

the

court

dismissed

the

amended complaint with prejudice without

leave to amend. Plaintiffs have appealed.

CHF LIBOR litigation

– In February 2015,

various banks that

served on the Swiss

franc LIBOR panel,

including Credit

Suisse Group

AG, were

named in

a civil

putative class

action lawsuit

filed in

the SDNY,

alleging manipulation of

Swiss franc LIBOR to benefit defendants’ trading positions. After defendants’ motion to dismiss for lack of subject

matter

jurisdiction

was granted

and

plaintiffs

successfully appealed,

in

July

2022, Credit

Suisse

entered into

an

agreement

to

settle all

claims. In

February and September 2023,

respectively, the

court

entered orders

granting

preliminary and final approval to the agreement

to settle all claims.

Foreign exchange litigation –

Credit Suisse Group AG and affiliates

as well as other financial institutions

have been

named in civil lawsuits relating to the alleged

manipulation of foreign exchange

rates.

Credit Suisse AG,

together with other

financial institutions, was

named in

a consolidated putative

class action in

Israel, which made allegations similar to the consolidated class action. In April 2022, Credit Suisse entered into an

agreement to settle all claims. The settlement

remains subject to court approval.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

66

Provisions and contingent liabilities

(continued)

Treasury markets

litigation

– CSS

LLC, along

with over

20 other

primary dealers

of US

treasury securities,

was named

in a number of

putative civil class

action complaints

in the US relating

to the US

treasury markets. These

complaints

generally alleged

that the

defendants colluded

to manipulate

US treasury

auctions, as

well as

the pricing

of US

treasury securities in the

when-issued market, with impacts upon

related futures and options, and

that certain of

the defendants

participated in

a group

boycott to

prevent the

emergence of

anonymous all-to-all

trading in

the

secondary market

for treasury

securities. In

March 2022,

the SDNY

granted defendants’

motion to

dismiss and

dismissed with prejudice all claims against the

defendants, and in February 2024, the Second Circuit

affirmed the

district court’s dismissal.

SSA bonds litigation

– Credit Suisse

Group AG and

certain of its affiliates,

together with other

financial institutions,

were named in

two Canadian

putative class actions,

which allege that

defendants conspired

to fix the

prices of SSA

bonds

sold

to

and

purchased from

investors

in

the

secondary

market. One

putative

class

action

was

dismissed

against

Credit

Suisse

in

February

2020.

In

October

2022,

in

the

second

action,

Credit

Suisse

entered

into

an

agreement to settle all claims. The settlement

remains subject to court approval.

Credit default swap

auction litigation –

In June 2021,

Credit Suisse Group

AG and affiliates,

along with other

banks

and entities, were named in a

putative class action complaint filed in the

US District Court for the District

of New

Mexico alleging

manipulation of credit

default swap

(CDS) final

auction prices.

In April

2022, defendants

filed a

motion to

dismiss. In

June 2023,

the court

granted in

part and

denied in

part defendants’ motion

to dismiss.

In

November 2023,

defendants filed

a motion

to enforce

the previous

CDS settlement

with the

SDNY. In

January 2024,

the SDNY

ruled that the

claims in the

New Mexico action

are barred by

the settlement and

release to the

extent

they arise from conduct prior to 30 June 2014.

  1. OTC trading cases

Interest rate

swaps litigation:

Credit

Suisse Group

AG and

affiliates, along

with other

financial institutions,

have

been

named

in

a

consolidated

putative

civil

class

action

complaint

and

complaints

filed

by

individual

plaintiffs

relating

to interest

rate swaps,

alleging that

dealer defendants

conspired

with trading

platforms to

prevent

the

development of interest rate swap exchanges. The individual lawsuits were brought by TeraExchange

LLC, a swap

execution facility, and affiliates; Javelin Capital Markets LLC, a swap execution facility,

and an affiliate; and trueEX

LLC, a

swap execution

facility, which claim

to have

suffered lost

profits as

a result

of defendants’

alleged conspiracy.

All interest rate swap actions have been consolidated

in a multi-district litigation in the SDNY.

Defendants moved to dismiss the

putative class and individual actions,

and the SDNY granted

in part and denied

in part these motions.

In February 2019, class plaintiffs in the consolidated multi-district litigation filed a motion

for class certification. In

March 2019,

class plaintiffs

filed a

fourth amended

consolidated class

action complaint.

In January

2022, Credit

Suisse entered into an

agreement to settle all

class action claims. The

settlement remains subject

to court approval.

In December 2023, the SDNY denied the motion

for class certification.

Credit

default

swaps

litigation:

In

June

2017,

Credit

Suisse

Group

AG

and

affiliates,

along

with

other

financial

institutions, were named in a

civil action filed in

the SDNY by Tera

Group, Inc. and related

entities (Tera), alleging

violations of antitrust

law in

connection with the

allegation that CDS

dealers conspired to

block Tera’s electronic

CDS trading platform from successfully entering the market.

In July 2019, the SDNY granted in part and denied in

part

defendants’

motion

to

dismiss.

In

January

2020,

plaintiffs

filed

an

amended

complaint.

In

April

2020,

defendants filed

a

motion to

dismiss.

In August

2023, the

court granted

the motion,

dismissing all

claims with

prejudice. Plaintiffs have appealed.

Stock loan litigation:

Credit Suisse Group

AG and certain

of its affiliates,

as well as

other financial institutions,

were

originally named in

a number of

civil lawsuits in

the SDNY, certain

of which are

brought by

class action plaintiffs

alleging that the

defendants conspired to

keep stock-loan

trading in

an over-the-counter market

and collectively

boycotted certain trading platforms that sought to enter the market, and certain of

which are brought by trading

platforms

that sought

to

enter the

market alleging

that the

defendants collectively

boycotted the

platforms. In

January 2022, Credit Suisse entered into an agreement

to settle all class action claims. In February 2022, the

court

entered an

order granting preliminary

approval to

the agreement

to settle

all class

action claims.

The settlement

remains subject to final court approval.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

67

Provisions and contingent liabilities

(continued)

In October 2021,

in a consolidated

civil litigation brought

in the SDNY

by entities that

developed a trading

platform

for stock loans that

sought to enter the

market, alleging that the

defendants collectively boycotted the platform,

the court

granted defendants’

motion to

dismiss. In

October 2021,

plaintiffs filed

a notice

of appeal.

In March

2023,

the Second Circuit affirmed the decision granting

defendants’ motion to dismiss.

Odd-lot corporate bond litigation:

In April 2020, CSS LLC and

other financial institutions were

named in a putative

class action complaint

filed in the SDNY,

alleging a conspiracy

among the financial

institutions to boycott

electronic

trading platforms and fix prices in the secondary market for odd-lot corporate bonds. In October 2021, the

SDNY

granted defendants’ motion to dismiss. Plaintiffs

have appealed.

  1. ATA litigation

Since November 2014, a series of lawsuits have been filed

against a number of banks, including Credit Suisse AG

and, in two instances, Credit Suisse AG, New York

Branch, in the US District Court for the Eastern District of New

York (EDNY) and the

SDNY alleging

claims under

the United

States Anti-Terrorism Act (ATA) and the

Justice Against

Sponsors of Terrorism Act. The plaintiffs in each of these

lawsuits are, or are relatives of, victims

of various terrorist

attacks in Iraq

and allege a

conspiracy and/or aiding

and abetting based

on allegations that

various international

financial institutions, including

the defendants, agreed

to alter, falsify or omit information from

payment messages

that

involved

Iranian

parties

for

the

express

purpose

of

concealing

the

Iranian

parties’

financial

activities

and

transactions from detection by US

authorities. The lawsuits allege

that this conduct has made

it possible for Iran to

transfer funds

to Hezbollah

and other terrorist

organizations actively

engaged in

harming US

military personnel

and

civilians. In January

2023, the United

States Court of

Appeals for the

Second Circuit

affirmed a

September 2019

ruling by

the EDNY

granting defendants’

motion to

dismiss the

first filed

lawsuit. In

October 2023,

the United

States

Supreme Court

denied plaintiffs’

petition for

a writ

of certiorari. Of

the other

seven cases,

four are stayed,

including

one that was dismissed

as to Credit Suisse and

most of the bank

defendants prior to entry

of the stay, and in three

plaintiffs have filed amended

complaints, including

two that were dismissed

prior to the

court allowing plaintiffs

to

replead.

  1. Customer account matters

Several

clients

have

claimed

that

a

former

relationship

manager

in

Switzerland

had

exceeded

his

investment

authority

in

the

management of

their

portfolios, resulting

in

excessive concentrations

of

certain

exposures

and

investment losses.

Credit

Suisse AG

is investigating

the claims,

as well

as transactions

among the

clients. Credit

Suisse AG filed a criminal complaint against the former relationship manager with the Geneva Prosecutor’s Office

upon which the

prosecutor initiated

a criminal investigation.

Several clients of

the former relationship

manager also

filed criminal complaints with the

Geneva Prosecutor’s Office. In

February 2018, the former relationship manager

was sentenced to five years

in prison by the Geneva criminal

court for fraud, forgery

and criminal mismanagement

and ordered

to pay damages of

approximately USD 130m. Several

parties appealed the

judgment. In June 2019,

the

Criminal

Court

of

Appeals

of

Geneva

ruled

in

the

appeal

of

the

judgment

against

the

former

relationship

manager,

upholding the main findings of

the Geneva criminal court.

Several parties appealed the

decision to the

Swiss Federal

Supreme Court.

In February

2020, the Swiss

Federal Supreme

Court rendered

its judgment on

the

appeals, substantially confirming the findings

of the Criminal Court of Appeals of

Geneva.

Civil lawsuits have been initiated against

Credit Suisse AG and/or certain

affiliates in various jurisdictions, based

on

the findings established in the criminal proceedings

against the former relationship manager.

In

Singapore,

in

the

civil

lawsuit

brought

against

Credit

Suisse

Trust

Limited,

a

Credit

Suisse

AG

affiliate,

in

May 2023, the Singapore International

Commercial Court issued a

first instance judgment finding

for the plaintiffs

and

directing

the

parties’

experts

to

agree

on

the

amount

of

the

damages

award

according

to

the

calculation

method and parameters adopted by the court. As the parties’ experts were unable to agree on the amount

of the

damages, following

court directions,

the parties

filed their

proposed draft

orders with

supporting documents

in

August 2023.

In

September 2023,

the

court

ruled

that

the

damages

under

its

May 2023

judgment

are

USD 742.73m, excluding post-judgment interest. This figure does not exclude

potential overlap with the Bermuda

proceedings against Credit Suisse

Life (Bermuda) Ltd., which

are currently being appealed.

The court ordered the

parties to

ensure that

there shall

be no

double recovery

in relation

to this

award and

any sum

recovered in

the

Bermuda proceedings.

Credit Suisse

Trust Limited

has appealed

the judgment

and has

applied for

a stay

of execution

pending

that

appeal.

On

2

November

2023,

the

court

granted

a

stay

of

execution

of

its

May

2023

judgment

pending appeal on

the condition that

damages awarded and

post-judgment interest accrued

are paid into

court

deposit within 21 days,

which condition was satisfied.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

68

Provisions and contingent liabilities

(continued)

In Bermuda, in the civil lawsuit brought against

Credit Suisse Life (Bermuda) Ltd., a Credit Suisse

AG affiliate, trial

took place in the Supreme Court

of Bermuda in November and December 2021. The

Supreme Court of Bermuda

issued

a

first

instance

judgment

in

March

2022,

finding

for

the

plaintiff.

In

May

2022,

the

Supreme

Court

of

Bermuda

issued

an

order

awarding

damages

of

USD

607.35m

to

the

plaintiff.

In

May

2022,

Credit

Suisse

Life

(Bermuda) Ltd.

appealed the

decision to

the Bermuda

Court of

Appeal. In

July 2022,

the Supreme

Court of

Bermuda

granted a stay

of execution

of its judgment

pending appeal

on the condition

that damages awarded

were paid into

an

escrow account

within 42

days, which

condition was

satisfied.

In June

2023, the

Bermuda Court

of Appeal

issued its judgment

confirming the award

issued by the

Supreme Court of

Bermuda and upholding

the Supreme

Court of Bermuda’s

finding that Credit

Suisse Life (Bermuda)

Ltd. had breached

its contractual and

fiduciary duties,

but overturning

the Supreme

Court of

Bermuda’s

finding that

Credit Suisse

Life (Bermuda)

Ltd. had

made fraudulent

misrepresentations. In July 2023, Credit Suisse Life (Bermuda) Ltd.

filed its notice of motion for leave

to appeal to

the Judicial Committee of the Privy Council and applied for a

stay of execution of the Bermuda Court of Appeal’s

judgment pending the outcome of

the appeal to the Judicial Committee

of the Privy Council on the condition

that

the

damages

awarded

remain

within

the

escrow

account

and

that

interest

be

added

to

the

escrow

account

calculated at

the Bermuda statutory

rate of

3.5%. A

hearing on

the applications for

leave to

appeal and stay

of

execution

took

place

in

December

2023.

Further,

in

December

2023,

USD

75m

was

released

from

the

escrow

account and paid to plaintiffs.

In Switzerland, civil

lawsuits have commenced

against Credit Suisse

AG in

the Court of

First Instance

of Geneva,

with statements of claim served in March 2023.

  1. Mozambique matter

Credit Suisse has

been subject

to investigations by

regulatory and enforcement

authorities, as

well as civil

litigation,

regarding certain Credit

Suisse entities’

arrangement of

loan financing

to Mozambique

state enterprises,

Proindicus

S.A. and Empresa Mocambiacana de Atum S.A.

(EMATUM), a distribution to private investors of loan participation

notes (LPN) related

to the EMATUM

financing in September

2013, and certain

Credit Suisse

entities’ subsequent

role in arranging the exchange

of those LPNs for

Eurobonds issued by the Republic

of Mozambique. In 2019,

three

former Credit Suisse employees pleaded guilty in the EDNY to accepting improper personal benefits in connection

with financing transactions carried out with

two Mozambique state enterprises.

In October 2021,

Credit Suisse reached settlements with

the DOJ, the

US Securities Exchange Commission (SEC),

the UK

Financial Conduct Authority (FCA)

and FINMA to

resolve inquiries by

these agencies. Credit

Suisse Group

AG entered into a three-year Deferred Prosecution Agreement (DPA) with the DOJ in connection with the criminal

information charging Credit Suisse Group AG

with conspiracy to commit wire fraud and consented

to the entry of

a Cease and

Desist Order by

the SEC. Under

the terms of

the DPA, UBS

Group AG (as

successor to Credit

Suisse

Group AG) must continue

compliance enhancement and

remediation efforts agreed by

Credit Suisse, report to

the

DOJ

on

those

efforts

for

three

years

and

undertake

additional

measures

as

outlined

in

the

DPA.

If

the

DPA’s

conditions are complied with,

the charges will

be dismissed at

the end of

the DPA’s three-year

term. In addition,

CSSEL entered into a Plea Agreement and pleaded guilty to one count of conspiracy to violate the US federal wire

fraud statute. CSSEL is bound by the same compliance, remediation and reporting

obligations under the DPA. The

total

monetary

sanctions

paid

to

the

DOJ

and

SEC,

taking

into

account

various

credits

and

offsets,

was

approximately USD 275m. Under

the terms of

the resolution with the

DOJ, Credit Suisse also

paid USD 22.6m in

restitution to eligible investors in the 2016

Eurobonds issued by the Republic of

Mozambique.

In the

resolution with

the FCA,

CSSEL, Credit

Suisse International

(CSI) and

Credit Suisse

AG, London

Branch agreed

that, in respect of these transactions

with Mozambique, its UK operations

had failed to conduct business with

due

skill, care and

diligence and to take

reasonable care to organize

and control its affairs

responsibly and effectively,

with adequate risk management systems. Credit Suisse

paid a penalty of approximately USD 200m and, further to

an agreement with the FCA, forgave USD 200m

of debt owed to Credit Suisse by Mozambique.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

69

Provisions and contingent liabilities

(continued)

FINMA also entered a decree announcing the conclusion of its enforcement proceeding, finding that Credit Suisse

AG and Credit Suisse

(Schweiz) AG violated the

duty to file a

suspicious activity report in

Switzerland, and Credit

Suisse

Group

AG

did

not

adequately manage

and

address

the

risks arising

from specific

sovereign lending

and

related

securities

transactions,

and

ordering

the

bank

to

remediate

certain

deficiencies.

Credit

Suisse’s

implementation of

the measures

required under

the FINMA

decree has

been reviewed

by

an independent

third

party appointed by FINMA,

which review recommends some

enhancements to the measures

that Credit Suisse has

implemented. FINMA also arranged for

certain existing transactions to be reviewed

by the same independent third

party on the basis of specific risk criteria, and

required enhanced disclosure of certain sovereign

transactions.

In February 2019, certain Credit Suisse entities, three former employees, and several other unrelated entities were

sued in

the English

High Court

by the

Republic of

Mozambique. Credit

Suisse entities

subsequently filed

cross claims

against several

entities controlled

by Privinvest

Holding SAL

(Privinvest) that

acted as

the project

contractor, Iskander

Safa,

the

owner

of

Privinvest,

and

several

Mozambique

officials.

The

Republic

of

Mozambique

sought

(i)

a

declaration that the

sovereign guarantee issued in

connection with the

ProIndicus loan syndication arranged

and

funded, in part, by a Credit Suisse subsidiary is void

and (ii) damages alleged to have arisen in connection

with the

transactions involving ProIndicus and EMATUM, and a transaction in which Credit Suisse had no involvement with

Mozambique Asset

Management S.A.

In

addition,

several

of

the

banks

that

participated in

the

ProIndicus loan

syndicate

brought

claims

against

Credit

Suisse

entities

seeking

a

declaration

that

Credit

Suisse

is

liable

to

compensate them

for alleged

losses suffered as

a result

of any

invalidity of

the sovereign guarantee

or damages

stemming

from the

alleged

loss

suffered

due

to

their

reliance

on

representations made

by

Credit

Suisse

to

the

syndicate lenders.

In January 2021, Privinvest entities filed a cross claim against the Credit Suisse entities (as well as the three former

Credit Suisse employees and various Mozambican officials) seeking

an indemnity and/or contribution in the event

that the contractor is found liable to the Republic

of Mozambique.

In February 2022, Privinvest and Iskandar Safa brought a defamation claim in a Lebanese court against CSSEL and

Credit Suisse Group AG.

The lawsuit alleges

damage to the claimants’

professional reputation in Lebanon due

to

statements that were allegedly made by

Credit Suisse in documents relating to the

October 2021 settlements with

global regulators.

In November

2022, a

Privinvest employee who

was the lead

negotiator on

behalf of Privinvest

entities in relation to

the Mozambique transactions, also brought a

defamation claim in a

Lebanese court against

Credit Suisse Group AG and CSSEL.

In

September

2023,

Credit

Suisse,

the

Republic

of

Mozambique,

and

certain

of

the

lenders

in

the

ProIndicus

syndicate

entered

into

a

settlement

agreement.

In

November

2023,

Credit

Suisse,

Privinvest

and

Iskander

Safa

entered into an agreement to settle all claims

among them in the English High Court

and in Lebanon.

  1. Cross-border private banking matters

Credit

Suisse

offices

in

various

locations,

including

the

UK,

the

Netherlands,

France

and

Belgium,

have

been

contacted

by

regulatory

and

law

enforcement

authorities

that

are

seeking

records

and

information

concerning

investigations into Credit Suisse’s historical private banking services

on a cross-border basis and in part through its

local branches

and banks.

Credit Suisse has

conducted a

review of these

issues, the

UK and

French aspects

of which

have been closed, and is continuing to cooperate

with the authorities.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

70

Provisions and contingent liabilities

(continued)

  1. ETN-related litigation

XIV litigation:

Since March 2018, three class action complaints

were filed in the SDNY on behalf

of a putative class

of purchasers

of VelocityShares

Daily Inverse

VIX Short

Term

Exchange Traded

Notes linked

to the

S&P 500

VIX

Short-Term Futures Index

due December

4, 2030

(XIV ETNs).

In August

2018, plaintiffs

filed a

consolidated amended

class action complaint, naming Credit

Suisse Group AG and

certain affiliates and executives, which

asserts claims

for violations of

Sections 9(a)(4), 9(f), 10(b)

and 20(a) of

the US Securities

Exchange Act of

1934 and Rule

10b-5

thereunder and

Sections 11

and 15

of the

US Securities

Act of

1933 and

alleges that

the defendants

are responsible

for losses to investors following a decline in the value of XIV ETNs in February 2018. Defendants moved

to dismiss

the amended complaint in November 2018. In September

2019, the SDNY granted defendants’ motion to dismiss

and dismissed with prejudice all claims against the

defendants. In October 2019, plaintiffs filed a notice of

appeal.

In April 2021,

the Second Circuit

issued an order

affirming in part

and vacating in

part the SDNY’s

September 2019

decision

granting

defendants’ motion

to

dismiss

with

prejudice.

In

July

2022,

plaintiffs

filed

a

motion

for

class

certification. In

March 2023,

the court

denied plaintiffs’

motion to

certify two

of their

three alleged

classes and

granted plaintiffs’ motion to certify

their third alleged class. In March 2023, defendants

moved for reconsideration

and filed a

petition for permission

to appeal the

court’s class certification

decision to the

Second Circuit. In

April

2023,

plaintiffs

filed a

motion

seeking leave

to amend

their

complaint. In

May 2023,

plaintiffs

filed a

renewed

motion for class certification,

which Defendants have

opposed. In January 2024,

the court issued an

order denying

plaintiffs’ motion to amend.

DGAZ litigation:

In January

2022, Credit

Suisse AG

was named

in a

class action

complaint filed

in the

SDNY brought

on behalf of a putative class

of short sellers of VelocityShares

3x Inverse Natural Gas Exchange

Traded Notes linked

to the

S&P GSCI

Natural Gas

Index ER

due February

9, 2032

(DGAZ ETNs).

The complaint

asserts claims

for violations

of Section

10(b) of

the US

Securities Exchange

Act

of 1934

and Rule

10b-5 thereunder

and alleges

that Credit

Suisse is

responsible for

losses suffered

by short

sellers following

a June

2020 announcement

that Credit

Suisse

would delist

and suspend

further issuances

of the

DGAZ ETNs.

In July

2022, Credit

Suisse AG

filed a

motion to

dismiss. In March 2023,

the court granted

Credit Suisse AG’s motion

to dismiss. In

May 2023, the court

entered an

order dismissing the case with prejudice.

In June 2023, plaintiff filed a notice of appeal.

  1. Bulgarian former clients matter

Credit

Suisse

AG

has

been responding

to an

investigation by

the

Swiss Office

of

the

Attorney General

(SOAG)

concerning the

diligence and

controls

applied

to a

historical relationship

with Bulgarian

former clients

who are

alleged to

have laundered

funds through

Credit Suisse

AG accounts.

In December

2020, the

SOAG brought

charges

against

Credit

Suisse

AG

and

other

parties.

Credit

Suisse

AG

believes

its

diligence

and

controls

complied with

applicable legal requirements and intends to defend

itself vigorously.

The trial in the Swiss Federal Criminal Court

took place in the first quarter of 2022. In June 2022,

Credit Suisse AG was convicted in the Swiss Federal Criminal

Court of certain historical organizational inadequacies

in its anti-money laundering framework and ordered to pay

a fine of CHF 2m. In addition, the court

seized certain client assets in the amount of approximately CHF 12m and

ordered Credit

Suisse AG

to pay

a compensatory

claim in

the amount

of approximately

CHF 19m.

In July

2022,

Credit Suisse AG appealed the decision to the Swiss

Federal Court of Appeals.

  1. SCFF

Credit

Suisse

has

received

requests

for

documents and

information in

connection with

inquiries, investigations,

enforcement and

other actions

relating to

the supply chain

finance funds

(SCFF) matter by

FINMA, the

FCA and

other regulatory and governmental agencies. The Luxembourg Commission

de Surveillance du Secteur Financier is

reviewing the matter through a third party. Credit Suisse is cooperating with these authorities.

In

February

2023,

FINMA

announced

the

conclusion

of

its

enforcement

proceedings

against

Credit

Suisse

in

connection with the SCFF matter. In its order, FINMA reported

that Credit Suisse had seriously breached applicable

Swiss supervisory

laws in

this context

with regard

to risk

management and

appropriate operational

structures. While

FINMA

recognized

that

Credit

Suisse

has

already

taken

extensive

organizational

measures

based

on

its

own

investigation into the

SCFF matter, particularly

to strengthen its

governance and control

processes, and FINMA

is

supportive

of

these

measures,

the

regulator

has

ordered

certain

additional

remedial

measures.

These

include

a

requirement that the most

important (approximately 500)

business relationships must be

reviewed periodically and

holistically at

the Executive

Board level,

in particular

for counterparty

risks, and

that Credit

Suisse must

set up

a

document defining the responsibilities of

approximately 600 of its highest-ranking

managers. FINMA will appoint

an audit officer to assess compliance with these supervisory

measures. Separate from the enforcement

proceeding

regarding

Credit

Suisse,

FINMA

has

opened

four

enforcement

proceedings

against

former

managers

of

Credit

Suisse.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

71

Provisions and contingent liabilities

(continued)

In May 2023,

FINMA opened

an enforcement

proceeding against

Credit Suisse in

order to confirm

compliance with

supervisory requirements in response to inquiries

from FINMA’s enforcement division in the SCFF

matter.

The Attorney

General of

the Canton

of Zürich

has initiated

a criminal

procedure in

connection with

the SCFF

matter.

In such

procedure, while certain

former and active

Credit Suisse employees,

among others, have

been named as

accused persons, Credit Suisse itself is not a party

to the procedure.

Certain civil actions have

been filed by fund investors

and other parties against

Credit Suisse and/or certain

officers

and directors in various

jurisdictions, which make allegations including mis-selling

and breaches of duties

of care,

diligence and other fiduciary duties. Certain investors and other private

parties have also filed criminal complaints

against Credit Suisse and other parties in

connection with this matter.

  1. Archegos

Credit

Suisse

has

received

requests

for

documents

and

information

in

connection

with

inquiries,

investigations

and/or actions

relating

to Credit

Suisse’s relationship

with Archegos

Capital Management

(Archegos), including

from

FINMA (assisted

by

a third

party appointed

by

FINMA), the

DOJ,

the SEC,

the US

Federal Reserve,

the US

Commodity

Futures

Trading

Commission (CFTC),

the US

Senate

Banking Committee,

the

Prudential

Regulation

Authority

(PRA),

the

FCA,

COMCO,

the

Hong

Kong

Competition

Commission

and

other

regulatory

and

governmental agencies. Credit Suisse is cooperating

with the authorities in these matters.

In July 2023,

the US Federal

Reserve and the

PRA announced resolutions of

their investigations of Credit

Suisse’s

relationship with Archegos. UBS Group AG, Credit Suisse AG, Credit Suisse Holdings (USA) Inc., and Credit Suisse

AG, New

York Branch

entered into

an Order

to Cease

and Desist

with the

Board of

Governors of

the Federal

Reserve

System. Under

the terms

of the

order, Credit

Suisse paid

a civil

money penalty

of USD

269m and

agreed to

undertake

certain remedial

measures relating

to counterparty

credit risk

management, liquidity

risk management

and non-

financial risk management, as well as enhancements

to board oversight and governance.

CSI

and

CSSEL

entered

into

a

settlement

agreement

with

the

PRA

providing

for

the

resolution

of

the

PRA’s

investigation, following which

the PRA

published a Final

Notice imposing a

financial penalty of

GBP 87m

on CSI

and CSSEL for breaches of various of the PRA’s

Fundamental Rules.

FINMA also entered

a decree

dated 14 July

2023 announcing

the conclusion

of its enforcement

proceeding, finding

that

Credit

Suisse

had

seriously

violated

financial

market

law

in

connection

with

its

business

relationship

with

Archegos and ordering remedial measures directed at Credit Suisse AG and UBS Group AG, as the legal successor

to

Credit

Suisse

Group

AG.

These

include

a

requirement

that

UBS

Group

AG

apply

its

restrictions

on

its

own

positions relating to individual clients throughout the financial group, as well as adjustments to the compensation

system of

the entire

financial group

to provide

for bonus

allocation criteria

that take

into account

risk appetite.

FINMA

also

announced

it

has

opened

enforcement

proceedings

against

a

former

Credit

Suisse

manager

in

connection with this matter.

Civil

actions

relating

to

Credit

Suisse’s

relationship with

Archegos

have

been

filed

against

Credit

Suisse

and/or

certain officers and directors, including claims

for breaches of fiduciary duties.

  1. Credit Suisse financial disclosures

Credit Suisse

Group AG

and certain

directors, officers

and executives

have been

named in

securities class action

complaints pending

in the SDNY. These complaints,

filed on behalf

of purchasers of

Credit Suisse shares, additional

tier 1 capital

notes (“AT1 notes”), and

other securities

in 2023, allege

that defendants

made misleading

statements

regarding: (i) customer outflows in

late 2022; (ii) the adequacy

of Credit Suisse’s financial reporting

controls; and

(iii) the

adequacy of

Credit Suisse’s

risk management

processes, and

include allegations relating

to Credit

Suisse

Group AG’s merger with

UBS Group AG. Many

of the actions

have been consolidated,

and a motion

to dismiss has

been

filed

and

remains

pending.

One

additional

action,

filed

in

October

2023,

has

been

stayed

pending

a

determination on whether it should be consolidated

with the earlier actions.

Credit Suisse has received requests for documents and information from regulatory and governmental agencies in

connection with inquiries,

investigations and/or actions

relating to

these matters, as

well as

for other statements

regarding

Credit

Suisse’s

financial

condition,

including

from

the

SEC,

the

DOJ

and

FINMA.

Credit

Suisse

is

cooperating with the authorities in these matters.

UBS Group fourth quarter 2023 report |

Consolidated financial information | UBS Group

AG interim consolidated financial information

(unaudited)

72

Provisions and contingent liabilities

(continued)

  1. Merger-related litigation

Certain Credit

Suisse Group AG

affiliates and

certain directors,

officers and

executives have been

named in class

action complaints pending in

the SDNY.

One complaint, brought

on behalf of

Credit Suisse shareholders,

alleges

breaches of

fiduciary duty

under Swiss

law and

civil RICO

claims under

United States

federal law. Another

complaint,

brought on behalf of holders of Credit Suisse

AT1 notes, alleges breaches of fiduciary duty under Swiss law. These

complaints, filed by Credit

Suisse shareholders and holders

of additional tier 1

capital notes (“AT1 noteholders”) in

2023, allege that

a series of scandals

and misconduct led

to Credit Suisse Group AG’s

merger with UBS Group

AG,

causing losses to shareholders and AT1 noteholders. Motions to dismiss have been

filed and remain pending.

Currency translation rates

The

following table

shows the

rates of

the main

currencies used

to translate

the financial

information of

UBS’s

operations with a functional currency other

than the US dollar into US dollars.

Closing exchange rate

Average rate

1

As of

For the quarter ended

For the year ended

31.12.23

30.9.23

31.12.22

31.12.23

30.9.23

31.12.22

31.12.23

31.12.22

1 CHF

1.19

1.09

1.08

1.13

1.12

1.05

1.12

1.05

1 EUR

1.10

1.06

1.07

1.08

1.08

1.04

1.08

1.05

1 GBP

1.28

1.22

1.21

1.25

1.26

1.19

1.25

1.23

100 JPY

0.71

0.67

0.76

0.68

0.69

0.73

0.70

0.76

1 Monthly income statement items of operations with

a functional currency other than the US dollar

are translated into US dollars using month-end rates.

Disclosed average rates for a quarter or

a year represent an

average of three month-end rates or an average

of twelve month-end rates, respectively,

weighted according to the income and expense volumes of

all operations of the Group with the same functional

currency for

each month. Accordingly, the weighted average

rates for the third and fourth quarter

of 2023 and for the full year 2023 consider

income and expenses from Credit Suisse’s

operations generated since its acquisition

by UBS. Weighted average rates for individual business divisions may deviate

from the weighted average rates for the Group.

UBS Group fourth quarter 2023 report |

Appendix

73

Appendix

Alternative performance measures

Alternative performance measures

An alternative performance measure (an APM) is a financial measure of historical or

future financial performance,

financial position

or cash

flows other

than a

financial measure

defined or

specified in

the applicable

recognized

accounting standards or in

other applicable regulations. A

number of APMs

are reported in

the discussion of

the

financial and operating performance of

the external reports (annual, quarterly

and other reports). APMs

are used

to provide

a more

complete

picture of

operating

performance and

to reflect

management’s

view of

the fundamental

drivers

of

the

business

results. A

definition

of

each

APM,

the

method

used

to

calculate

it

and

the

information

content are presented in alphabetical order

in the table below. These APMs may

qualify as non-GAAP measures as

defined by US Securities and Exchange Commission

(SEC) regulations.

APM label

Calculation

Information content

Active Digital Banking clients in

Corporate & Institutional Clients (%)

– Personal & Corporate Banking

Calculated as the average number of active

clients for

each month in the relevant period divided by the

average number of total clients. “Clients” refers

to

the number of unique business relationships or legal

entities operated by Corporate & Institutional

Clients,

excluding clients that do not have an account,

mono-

product clients and clients that have defaulted on

loans or credit facilities. At the end of each month,

any client that has logged on at least once in

that

month is determined to be “active” (a log-in

time

stamp is allocated to all business relationship numbers

or per legal entity in a digital banking contract).

This measure provides information about the

proportion of active Digital Banking clients in the total

number of UBS clients (within the aforementioned

meaning) which are serviced by Corporate &

Institutional Clients.

Active Digital Banking clients in

Personal Banking (%)

– Personal & Corporate Banking

Calculated as the average number of active

clients for

each month in the relevant period divided by the

average number of total clients. “Clients” refers

to

the number of unique business relationships operated

by Personal Banking, excluding persons

under the age

of 15, clients who do not have a private account,

clients domiciled outside Switzerland and clients

who

have defaulted on loans or credit facilities. At the

end

of each month, any client that has logged on

at least

once in that month is determined to be “active”

(a

log-in time stamp is allocated to all business

relationship numbers in a digital banking contract).

This measure provides information about the

proportion of active Digital Banking clients in the total

number of UBS clients (within the aforementioned

meaning) who are serviced by Personal Banking.

Active Mobile Banking clients in

Personal Banking (%)

– Personal & Corporate Banking

Calculated as the average number of active

clients for

each month in the relevant period divided by the

average number of total clients. “Clients” refers

to

the number of unique business relationships operated

by Personal Banking, excluding persons

under the age

of 15, clients who do not have a private account,

clients domiciled outside Switzerland and clients

who

have defaulted on loans or credit facilities. At the

end

of each month, any client that has logged on

via the

mobile app at least once in that month is determined

to be “active” (a log-in time stamp is allocated

to all

business relationship numbers in a digital banking

contract).

This measure provides information about the

proportion of active Mobile Banking clients in the

total number of UBS clients (within the

aforementioned meaning) who are serviced by

Personal Banking.

Cost / income ratio (%)

Calculated as operating expenses divided by

total

revenues.

This measure provides information about the

efficiency of the business by comparing operating

expenses with gross income.

Fee and trading income for Corporate

&

Institutional Clients (USD and CHF)

– Personal & Corporate Banking

Calculated as the total of recurring net fee and

transaction-based income for Corporate &

Institutional Clients.

This measure provides information about the amount

of fee and trading income for Corporate

&

Institutional Clients.

UBS Group fourth quarter 2023 report |

Appendix

74

APM label

Calculation

Information content

Fee-generating assets (USD)

– Global Wealth Management

Calculated as the sum of discretionary and

nondiscretionary wealth management portfolios

(mandate volume) and assets where generated

revenues are predominantly of a recurring nature, i.e.,

mainly investment, mutual, hedge and private-market

funds where we have a distribution agreement,

including client commitments into closed-ended

private-market funds from the date that recurring

fees are charged. Assets related to our Global

Financial Intermediaries business are excluded, as

are

assets of sanctioned clients.

This measure provides information about the volume

of invested assets that create a revenue stream,

whether as a result of the nature of the contractual

relationship with clients or through the fee structure

of the asset. An increase in the level of fee-generating

assets results in an increase in the associated revenue

stream. Assets of sanctioned clients are excluded from

fee-generating assets.

Fee-pool-comparable revenues (USD)

– the Investment Bank

Calculated as the total of revenues from: merger-and-

acquisition-related transactions; Equity Capital

Markets,

excluding derivatives; Leveraged Capital

Markets, excluding the impact of mark-to-market

movements on loan portfolios; and Debt

Capital

Markets, excluding revenues related to debt

underwriting of UBS instruments.

This measure provides information about the amount

of revenues in the Investment Bank that are

comparable with the relevant global fee pools.

Gross margin on invested assets (bps)

– Asset Management

Calculated as total revenues (annualized as applicable)

divided by average invested assets.

This measure provides information about the total

revenues of the business in relation to invested assets.

Impaired loan portfolio as a percentage

of total loan portfolio, gross (%)

– Global Wealth Management,

Personal & Corporate Banking

Calculated as impaired loan portfolio divided by

total

gross loan portfolio.

This measure provides information about the

proportion of impaired loan portfolio in the total gross

loan portfolio.

Integration-related expenses (USD)

Generally include costs of internal staff

and

contractors substantially dedicated to integration

activities, retention awards, redundancy costs,

incremental expenses from the shortening of useful

lives of property, equipment and software, and

impairment charges relating to these assets.

Classification as integration-related expenses does

not

affect the timing of recognition and measurement of

those expenses or the presentation thereof in the

income statement. Integration-related expenses

incurred by Credit Suisse also included expenses

associated with restructuring programs that existed

prior to the acquisition.

This measure provides information about expenses

that are temporary, incremental and directly related to

the integration of Credit Suisse into UBS.

Invested assets (USD and CHF)

– Global Wealth Management,

Personal & Corporate Banking,

Asset Management

Calculated as the sum of managed fund

assets,

managed institutional assets, discretionary and

advisory wealth management portfolios, fiduciary

deposits, time deposits, savings accounts,

and wealth

management securities or brokerage accounts.

This measure provides information about the volume

of client assets managed by or deposited with

UBS for

investment purposes.

Investment products for Personal

Banking (USD and CHF)

– Personal & Corporate Banking

Calculated as the sum of investment funds

(including

UBS Vitainvest third-pillar pension funds, as

well as

money market funds), mandates and third-party life

insurance operated in Personal Banking.

This measure provides information about the volume

of investment funds (including UBS Vitainvest

third-

pillar pension funds, as well as money

market funds),

mandates and third-party life insurance operated in

Personal Banking.

Net interest margin (bps)

– Personal & Corporate Banking

Calculated as net interest income (annualized

as

applicable) divided by average loans.

This measure provides information about the

profitability of the business by calculating the

difference between the price charged for lending and

the cost of funding, relative to loan value.

Net new assets (USD)

– Global Wealth Management

Calculated as the net amount of inflows and

outflows

of invested assets (as defined in UBS policy) recorded

during a specific period, plus interest and dividends.

Excluded from the calculation are movements due to

market performance, foreign exchange translation,

fees, and the effects on invested assets of strategic

decisions by UBS to exit markets or services.

This measure provides information about the

development of invested assets during a

specific

period as a result of net new asset flows, plus the

effect of interest and dividends.

Net new assets growth rate (%)

– Global Wealth Management

Calculated as the net amount of inflows and

outflows

of invested assets (as defined in UBS policy) recorded

during a specific period (annualized as applicable),

plus interest and dividends, divided by total invested

assets at the beginning of the period.

This measure provides information about the growth

of invested assets during a specific period

as a result

of net new asset flows.

Net new fee-generating assets (USD)

– Global Wealth Management

Calculated as the net amount of fee-generating

asset

inflows and outflows, including dividend

and interest

inflows into mandates and outflows from mandate

fees paid by clients during a specific period.

Excluded

from the calculation are the effects on fee-generating

assets of strategic decisions by UBS to exit

markets or

services.

This measure provides information about the

development of fee-generating assets during

a

specific period as a result of net flows, excluding

movements due to market performance and

foreign

exchange translation, as well as the effects on fee-

generating assets of strategic decisions by UBS

to exit

markets or services.

UBS Group fourth quarter 2023 report |

Appendix

75

APM label

Calculation

Information content

Net new investment products for

Personal Banking (USD and CHF)

– Personal & Corporate Banking

Calculated as the net amount of inflows and

outflows

of investment products during a specific period.

This measure provides information about the

development of investment products during a specific

period as a result of net new investment product

flows.

Net new money (USD)

– Global Wealth Management,

Asset Management

Calculated as the net amount of inflows and

outflows

of invested assets (as defined in UBS policy) recorded

during a specific period. Excluded from the calculation

are movements due to market performance, foreign

exchange translation, dividends, interest and fees,

as

well as the effects on invested assets of strategic

decisions by UBS to exit markets

or services. Net new

money is not measured for Personal & Corporate

Banking.

This measure provides information about the

development of invested assets during a

specific

period as a result of net new money flows.

Net new money growth rate (%)

– Global Wealth Management

Calculated as the net amount of inflows and

outflows

of invested assets (as defined in UBS policy) recorded

during a specific period (annualized as applicable)

divided by total invested assets at the beginning

of

the period.

This measure provides information about the growth

of invested assets during a specific period

as a result

of net new money flows.

Net profit growth (%)

Calculated as the change in net profit attributable

to

shareholders from continuing operations between

current and comparison periods divided by net profit

attributable to shareholders from continuing

operations of the comparison period.

This measure provides information about profit

growth since the comparison period.

Operating expenses (underlying)

(USD)

Calculated by adjusting operating expenses

as

reported in accordance with International Financial

Reporting Standards (IFRS) for items that

management believes are not representative of the

underlying performance of the businesses.

Refer to the “Group performance” section of this

report for more information

This measure provides information about the amount

of operating expenses, while excluding items

that

management believes are not representative of the

underlying performance of the businesses.

Operating profit / (loss) before tax

(underlying) (USD)

Calculated by adjusting operating profit / (loss) before

tax as reported in accordance with International

Financial Reporting Standards (IFRS) for items that

management believes are not representative of the

underlying performance of the businesses.

Refer to the “Group performance” section of this

report for more information

This measure provides information about the amount

of operating profit / (loss) before tax, while excluding

items that management believes are not

representative of the underlying performance of the

businesses.

Pre-tax profit growth (%)

– Global Wealth Management,

Personal & Corporate Banking,

Asset Management,

the Investment Bank

Calculated as the change in net profit before tax

attributable to shareholders from continuing

operations between current and comparison periods

divided by net profit before tax attributable to

shareholders from continuing operations of the

comparison period.

This measure provides information about pre-tax

profit growth since the comparison period.

Pre-tax profit growth (underlying) (%)

– Global Wealth Management,

Personal & Corporate Banking,

Asset Management,

the Investment Bank

Calculated as the change in net profit before tax

attributable to shareholders from continuing

operations between current and comparison periods

divided by net profit before tax attributable to

shareholders from continuing operations of the

comparison period. Net profit before tax attributable

to shareholders from continuing operations excludes

items that management believes are not

representative of the underlying performance of the

businesses and also excludes related tax impact.

This measure provides information about pre-tax

profit growth since the comparison period, while

excluding items that management believes

are not

representative of the underlying performance of the

businesses.

Recurring net fee income

(USD and CHF)

– Global Wealth Management,

Personal & Corporate Banking

Calculated as the total of fees for services provided

on

an ongoing basis, such as portfolio management

fees,

asset-based investment fund fees and custody

fees,

which are generated on client assets, and

administrative fees for accounts.

This measure provides information about the amount

of recurring net fee income.

Return on attributed equity

1

(%)

Calculated as annualized business division

operating

profit before tax divided by average attributed equity.

This measure provides information about the

profitability of the business divisions in relation to

attributed equity.

Return on common equity tier 1

capital

1

(%)

Calculated as annualized net profit attributable to

shareholders divided by average common equity tier

1

capital.

This measure provides information about the

profitability of the business in relation to common

equity tier 1 capital.

Return on equity

1

(%)

Calculated as annualized net profit attributable to

shareholders divided by average equity attributable

to

shareholders.

This measure provides information about the

profitability of the business in relation to equity.

Return on leverage ratio denominator,

gross

1

(%)

Calculated as annualized total revenues divided by

average leverage ratio denominator.

This measure provides information about the revenues

of the business in relation to the leverage ratio

denominator.

UBS Group fourth quarter 2023 report |

Appendix

76

APM label

Calculation

Information content

Return on tangible equity

1

(%)

Calculated as annualized net profit attributable to

shareholders divided by average equity attributable

to

shareholders less average goodwill and intangible

assets.

This measure provides information about the

profitability of the business in relation to tangible

equity.

Tangible book value per share

(USD)

Calculated as equity attributable to shareholders less

goodwill and intangible assets divided by the

number

of shares outstanding.

This measure provides information about tangible net

assets on a per-share basis.

Total book value per share

(USD)

Calculated as equity attributable to shareholders

divided by the number of shares outstanding.

This measure provides information about net assets

on a per-share basis.

Total revenues (underlying)

(USD)

Calculated by adjusting total revenues as reported in

accordance with International Financial Reporting

Standards (IFRS) for items that management believes

are not representative of the underlying performance

of the businesses.

Refer to the “Group performance” section of this

report for more information

This measure provides information about the amount

of total revenues, while excluding items that

management believes are not representative of the

underlying performance of the businesses.

Transaction-based income

(USD and CHF)

– Global Wealth Management,

Personal & Corporate Banking

Calculated as the total of the non-recurring portion

of

net fee and commission income, mainly composed

of

brokerage and transaction-based investment fund

fees, and credit card fees, as well as fees for payment

and foreign-exchange transactions, together with

other net income from financial instruments

measured at fair value through profit or loss.

This measure provides information about the amount

of the non-recurring portion of net fee and

commission income, together with other net

income

from financial instruments measured at fair value

through profit or loss.

Underlying cost / income ratio (%)

Calculated as underlying operating expenses

(as

defined above) divided by underlying total

revenues

(as defined above).

This measure provides information about the

efficiency of the business by comparing operating

expenses with total revenues, while excluding items

that management believes are not representative of

the underlying performance of the businesses.

Underlying net profit growth (%)

Calculated as the change in net profit attributable

to

shareholders from continuing operations between

current and comparison periods divided by net profit

attributable to shareholders from continuing

operations of the comparison period.

Net profit

attributable to shareholders from continuing

operations excludes items that management

believes

are not representative of the underlying performance

of the businesses and also excludes related tax

impact.

This measure provides information about profit

growth since the comparison period, while excluding

items that management believes are not

representative of the underlying performance of the

businesses.

Underlying return on common equity

tier 1 capital

1

(%)

Calculated as annualized net profit attributable to

shareholders divided by average common equity

tier 1

capital. Net profit attributable to shareholders

excludes items that management believes

are not

representative of the underlying performance of the

businesses and also excludes related tax impact.

This measure provides information about the

profitability of the business in relation to common

equity tier 1 capital, while excluding items that

management believes are not representative of the

underlying performance of the businesses.

Underlying return on tangible equity

1

(%)

Calculated as annualized net profit attributable to

shareholders divided by average equity attributable

to

shareholders less average goodwill and intangible

assets. Net profit attributable to shareholders excludes

items that management believes are not

representative of the underlying performance of the

businesses and also excludes related tax impact.

This measure provides information about the

profitability of the business in relation to tangible

equity, while excluding items that management

believes are not representative of the underlying

performance of the businesses.

1

Profit or loss information for each of the fourth quarter of 2023 and the third quarter of 2023 is presented on a consolidated basis,

including for each quarter Credit Suisse data for three months, and for the

purpose

of the calculation of return measures, has

been annualized multiplying such by four.

Profit or loss information for 2023 includes

seven months (June to December 2023, inclusive)

of Credit Suisse data for the year-to-

date return measure.

This is a general list of the APMs used in our

financial reporting. Not all of the APMs

listed above may appear in

this particular report.

UBS Group fourth quarter 2023 report |

Appendix

77

Information related to underlying return on common equity tier 1 (CET1) capital and underlying return on tangible

equity (%)

As of or for the quarter ended

As of or for the year ended

USD m

31.12.23

30.9.23

31.12.22

31.12.23

31.12.22

Underlying operating profit / (loss) before tax

592

914

1,869

3,963

8,500

Underlying tax expense / (benefit)

(329)

623

280

1,194

1,909

NCI

1

4

4

16

32

Underlying net profit / (loss)

920

287

1,585

2,753

6,559

Underlying net profit / (loss), annualized

3,681

1,148

6,339

2,753

6,559

Tangible equity

79,770

77,465

50,609

79,770

50,609

Average tangible equity

78,617

78,506

50,078

68,171

51,249

CET1 capital

79,263

78,587

45,457

79,263

45,457

Average CET1 capital

78,925

79,422

45,061

66,449

44,856

Underlying return on tangible equity (%)

4.7

1.5

12.7

4.0

12.8

Underlying return on common equity tier 1 capital

4.7

1.4

14.1

4.1

14.6

UBS Group fourth quarter 2023 report |

Appendix

78

Abbreviations frequently used in our financial reports

A

ABS

asset-backed securities

AG

Aktiengesellschaft

AGM

Annual General Meeting of

shareholders

A-IRB

advanced internal ratings-

based

AIV

alternative investment

vehicle

ALCO

Asset and Liability

Committee

AMA

advanced measurement

approach

AML

anti-money laundering

AoA

Articles of Association

APM

alternative performance

measure

ARR

alternative reference rate

ARS

auction rate securities

ASF

available stable funding

AT1

additional tier 1

AuM

assets under management

B

BCBS

Basel Committee on

Banking Supervision

BIS

Bank for International

Settlements

BoD

Board of Directors

C

CAO

Capital Adequacy

Ordinance

CCAR

Comprehensive Capital

Analysis and Review

CCF

credit conversion factor

CCP

central counterparty

CCR

counterparty credit risk

CCRC

Corporate Culture and

Responsibility Committee

CDS

credit default swap

CEA

Commodity Exchange Act

CEO

Chief Executive Officer

CET1

common equity tier 1

CFO

Chief Financial Officer

CGU

cash-generating unit

CHF

Swiss franc

CIO

Chief Investment Office

C&ORC

Compliance & Operational

Risk Control

CRM

credit risk mitigation (credit

risk) or comprehensive risk

measure (market risk)

CST

combined stress test

CUSIP

Committee on Uniform

Security Identification

Procedures

CVA

credit valuation adjustment

D

DBO

defined benefit obligation

DCCP

Deferred Contingent

Capital Plan

DE&I

diversity, equity and

inclusion

DFAST

Dodd–Frank Act Stress Test

DM

discount margin

DOJ

US Department of Justice

DTA

deferred tax asset

DVA

debit valuation adjustment

E

EAD

exposure at default

EB

Executive Board

EC

European Commission

ECB

European Central Bank

ECL

expected credit loss

EGM

Extraordinary General

Meeting of shareholders

EIR

effective interest rate

EL

expected loss

EMEA

Europe, Middle East and

Africa

EOP

Equity Ownership Plan

EPS

earnings per share

ESG

environmental, social and

governance

ESR

environmental and social

risk

ETD

exchange-traded derivatives

ETF

exchange-traded fund

EU

European Union

EUR

euro

EURIBOR

Euro Interbank Offered Rate

EVE

economic value of equity

EY

Ernst & Young Ltd

F

FA

financial advisor

FCA

UK Financial Conduct

Authority

FDIC

Federal Deposit Insurance

Corporation

FINMA

Swiss Financial Market

Supervisory Authority

FMIA

Swiss Financial Market

Infrastructure Act

FSB

Financial Stability Board

FTA

Swiss Federal Tax

Administration

FVA

funding valuation

adjustment

FVOCI

fair value through other

comprehensive income

FVTPL

fair value through profit or

loss

FX

foreign exchange

G

GAAP

generally accepted

accounting principles

GBP

pound sterling

GCRG

Group Compliance,

Regulatory & Governance

GDP

gross domestic product

GEB

Group Executive Board

GHG

greenhouse gas

GIA

Group Internal Audit

GRI

Global Reporting Initiative

G-SIB

global systemically

important bank

H

HQLA

high-quality liquid assets

I

IAS

International Accounting

Standards

IASB

International Accounting

Standards Board

IBOR

interbank offered rate

IFRIC

International Financial

Reporting Interpretations

Committee

IFRS

International Financial

Reporting Standards

IRB

internal ratings-based

IRRBB

interest rate risk in the

banking book

ISDA

International Swaps and

Derivatives Association

ISIN

International Securities

Identification Number

UBS Group fourth quarter 2023 report |

Appendix

79

Abbreviations frequently used in our financial reports (continued)

K

KRT

Key Risk Taker

L

LAS

liquidity-adjusted stress

LCR

liquidity coverage ratio

LGD

loss given default

LIBOR

London Interbank Offered

Rate

LLC

limited liability company

LoD

lines of defense

LRD

leverage ratio denominator

LTIP

Long-Term

Incentive Plan

LTV

loan-to-value

M

M&A

mergers and acquisitions

MRT

Material Risk Taker

N

NII

net interest income

NSFR

net stable funding ratio

NYSE

New York Stock Exchange

O

OCA

own credit adjustment

OCI

other comprehensive

income

OECD

Organisation for Economic

Co-operation and

Development

OTC

over-the-counter

P

PCI

purchased credit impaired

PD

probability of default

PIT

point in time

PPA

purchase price allocation

P&L

profit or loss

Q

QCCP

Qualifying central

counterparty

R

RBC

risk-based capital

RbM

risk-based monitoring

REIT

real estate investment trust

RMBS

residential mortgage-

backed securities

RniV

risks not in VaR

RoCET1

return on CET1 capital

RoU

right-of-use

rTSR

relative total shareholder

return

RWA

risk-weighted assets

S

SA

standardized approach or

société anonyme

SA-CCR

standardized approach for

counterparty credit risk

SAR

Special Administrative

Region of the People’s

Republic of China

SDG

Sustainable Development

Goal

SEC

US Securities and Exchange

Commission

SFT

securities financing

transaction

SI

sustainable investing or

sustainable investment

SIBOR

Singapore Interbank

Offered Rate

SICR

significant increase in credit

risk

SIX

SIX Swiss Exchange

SME

small and medium-sized

entities

SMF

Senior Management

Function

SNB

Swiss National Bank

SOR

Singapore Swap Offer Rate

SPPI

solely payments of principal

and interest

SRB

systemically relevant bank

SRM

specific risk measure

SVaR

stressed value-at-risk

T

TBTF

too big to fail

TCFD

Task

Force on Climate-

related Financial Disclosures

TIBOR

Tokyo

Interbank Offered

Rate

TLAC

total loss-absorbing capacity

TTC

through the cycle

U

USD

US dollar

V

VaR

value-at-risk

VAT

value added tax

This is a

general list

of the

abbreviations frequently

used in

our financial

reporting. Not

all of the

listed abbreviations

may appear in this particular report.

UBS Group fourth quarter 2023 report |

Appendix

80

Information sources

Reporting publications

Annual publications

Annual

Report

:

Published

in

English,

this

single-volume report

provides descriptions

of:

the

Group

strategy and

performance; the

strategy and

performance of

the business

divisions and

Group Items;

risk, treasury

and capital

management;

corporate

governance,

corporate

responsibility

and

the

compensation

framework,

including

information about compensation

for the Board

of Directors and

the Group Executive

Board members; and

financial

information, including the financial statements.

“Auszug aus

dem Geschäftsbericht

”: This

publication provides

a German

translation of

selected sections

of

the

Annual Report.

Compensation

Report

:

This

report

discusses

the

compensation

framework

and

provides

information

about

compensation for

the Board

of Directors

and the

Group Executive

Board members.

It is

available in

English and

German (

“Vergütungsbericht

”) and represents a component of the Annual

Report.

Sustainability Report

: Published

in English,

the Sustainability Report

provides disclosures on

environmental, social

and governance topics related to the UBS Group.

It also provides certain disclosures related to diversity,

equity and

inclusion.

Quarterly publications

Quarterly financial report

: This report provides an

update on performance and strategy (where

applicable) for the

respective quarter. It is available in English.

The annual

and quarterly

publications

are available

in .pdf

and online

formats

at

ubs.com/investors

, under

“Financial

information.” Starting

with the

Annual Report

2022, printed

copies,

in any

language, of

the aforementioned

annual

publications are no longer provided.

Other information

Website

The “Investor

Relations” website

at

ubs.com/investors

provides the

following information

about UBS:

results-related

news

releases;

financial

information,

including

results-related

filings

with

the

US

Securities

and

Exchange

Commission (the SEC);

information for shareholders,

including UBS share price

charts, as well as

data and dividend

information, and

for bondholders;

the corporate

calendar; and

presentations by

management for

investors and

financial analysts. Information is available

online in English, with some information

also available in German.

Results presentations

Quarterly

results

presentations

are

webcast

live.

Recordings

of

most

presentations

can

be

downloaded

from

ubs.com/presentations

.

Messaging service

Email

alerts

to

news

about

UBS

can

be

subscribed

for

under

“UBS

News

Alert”

at

ubs.com/global/en/investor-

relations/contact/investor-services.html

. Messages are sent in English, German, French or Italian, with an option to

select theme preferences for such alerts.

Form 20-F and other submissions to the US

Securities and Exchange Commission

UBS files periodic

reports with

and submits

other information

to the

SEC. Principal

among these

filings is the

annual

report on Form 20-F,

filed pursuant to

the US Securities

Exchange Act of 1934.

The filing of

Form 20-F is structured

as a

wraparound document.

Most sections

of the

filing can

be satisfied

by referring

to the

combined UBS Group AG

and UBS AG Annual

Report. However, there is

a small amount

of additional information

in Form 20-F

that is not

presented

elsewhere

and

is

particularly

targeted

at

readers

in

the

US.

Readers

are

encouraged

to

refer

to

this

additional disclosure.

Any document

that filed

with the

SEC is

available on

the SEC’s

website:

sec.gov

. Refer

to

ubs.com/investors

for more information.

UBS Group fourth quarter 2023 report |

Appendix

81

Cautionary statement

regarding forward-looking statements

|

This report contains

statements that

constitute “forward-looking

statements,” including

but

not limited to management’s

outlook for UBS’s financial performance,

statements relating to the

anticipated effect of transactions

and strategic initiatives on

UBS’s

business and

future

development and

goals

or

intentions to

achieve climate,

sustainability and

other social

objectives. While

these

forward-looking

statements represent

UBS’s judgments,

expectations and

objectives concerning the

matters described,

a number

of risks,

uncertainties and

other important

factors could cause actual developments and results to differ materially from UBS’s expectations. In particular,

terrorist activity and conflicts

in the Middle East,

as well as the continuing Russia–Ukraine

war, may have significant impacts on global markets,

exacerbate global inflationary pressures, and slow

global growth.

In addition,

the ongoing

conflicts may

continue to

cause significant

population displacement,

and lead

to shortages

of vital

commodities, including

energy

shortages and food insecurity outside the areas immediately involved in armed conflict. Governmental responses to the armed conflicts, including, with

respect

to the Russia–Ukraine war, coordinated successive

sets of sanctions on

Russia and Belarus,

and Russian and Belarusian

entities and nationals, and

the uncertainty

as to whether

the ongoing conflicts will

widen and intensify,

may continue to

have significant adverse effects

on the market and

macroeconomic conditions,

including in

ways that

cannot be

anticipated. UBS’s

acquisition of

the Credit

Suisse Group

has materially

changed our

outlook and

strategic direction

and

introduced new operational challenges. The integration

of the Credit Suisse entities into the UBS structure is expected

to take between three and five years and

presents significant

risks, including

the risks that

UBS Group AG

may be unable

to achieve

the cost reductions

and other benefits

contemplated by

the transaction.

This creates significantly greater uncertainty about forward-looking statements. Other factors that may affect our performance and ability to achieve our plans,

outlook and other objectives also

include, but are not limited to:

(i) the degree to which UBS is successful

in the execution of its

strategic plans, including its cost

reduction and efficiency initiatives

and its ability to manage

its levels of risk-weighted

assets (RWA) and leverage ratio

denominator (LRD), liquidity

coverage ratio

and other financial resources,

including changes in RWA assets

and liabilities arising from higher

market volatility and the size

of the combined Group; (ii) the

degree to which UBS is successful in implementing changes to its businesses to meet changing market, regulatory

and other conditions, including as a result of

the acquisition of the Credit Suisse

Group; (iii) increased inflation and interest rate

volatility in major markets; (iv) developments in the macroeconomic climate

and in the markets in

which UBS operates or

to which it is

exposed, including movements

in securities prices or liquidity, credit spreads, currency

exchange rates,

deterioration or slow recovery in residential and commercial real estate markets, the effects of economic conditions, including increasing inflationary pressures,

market developments, increasing geopolitical tensions, and changes to national trade policies on the financial position or creditworthiness of

UBS’s clients and

counterparties, as well as on client sentiment and levels of activity; (v) changes in the availability of capital and funding, including

any adverse changes in UBS’s

credit spreads and credit ratings of UBS, Credit Suisse, sovereign issuers, structured credit products or

credit-related exposures, as well as availability and cost of

funding to

meet requirements

for debt

eligible for

total loss-absorbing

capacity (TLAC),

in particular

in light

of the

acquisition of

the Credit

Suisse Group;

(vi) changes in central

bank policies or

the implementation

of financial legislation

and regulation in

Switzerland, the

US, the UK,

the EU and

other financial

centers

that have imposed, or resulted

in, or may do so

in the future, more stringent

or entity-specific capital,

TLAC, leverage ratio, net

stable funding ratio, liquidity

and

funding

requirements,

heightened

operational

resilience

requirements,

incremental

tax

requirements,

additional

levies,

limitations

on

permitted

activities,

constraints on remuneration, constraints

on transfers of capital

and liquidity and sharing of

operational costs across the

Group or other measures, and the

effect

these will

or would

have on

UBS’s business

activities; (vii) UBS’s

ability to

successfully implement

resolvability and

related regulatory requirements

and the

potential

need to make further changes to the

legal structure or booking model of

UBS in response to legal and regulatory requirements

and any additional requirements

due to its acquisition of the Credit Suisse Group, or other developments; (viii) UBS’s ability to maintain and improve its systems and controls for complying

with

sanctions in a timely

manner and for the detection

and prevention of money

laundering to meet evolving

regulatory requirements and expectations,

in particular

in current geopolitical turmoil;

(ix) the uncertainty arising from domestic

stresses in certain major economies;

(x) changes in UBS’s competitive

position, including

whether differences in regulatory capital and other requirements among the major financial centers adversely affect UBS’s ability to

compete in certain lines of

business; (xi) changes in the standards of conduct applicable to our businesses that may result from new regulations or new enforcement of existing standards,

including measures to impose new and enhanced duties when interacting with customers and in the execution and handling of customer transactions; (xii) the

liability to which UBS may be exposed, or possible

constraints or sanctions that regulatory authorities

might impose on UBS, due to litigation, contractual

claims

and regulatory

investigations, including the

potential for

disqualification from

certain businesses, potentially

large fines

or monetary

penalties, or

the loss

of

licenses or privileges as

a result of

regulatory or other governmental sanctions, as

well as the effect

that litigation, regulatory and similar

matters have on the

operational risk component of our RWA, including as a result of

its acquisition of the Credit Suisse Group, as well as

the amount of capital available for return

to shareholders; (xiii) the effects on UBS’s business, in particular cross-border

banking, of sanctions, tax or regulatory developments and of possible changes in

UBS’s policies

and practices;

(xiv) UBS’s ability

to retain

and attract

the employees

necessary to

generate revenues

and to

manage, support

and control

its

businesses, which may be

affected by competitive factors;

(xv) changes in accounting

or tax standards or

policies, and determinations

or interpretations affecting

the

recognition

of

gain

or

loss,

the

valuation

of

goodwill,

the

recognition

of

deferred

tax

assets

and

other matters;

(xvi) UBS’s ability

to

implement new

technologies and business methods, including digital services and technologies, and ability to successfully compete with both existing

and new financial service

providers, some of which may not be

regulated to the same extent; (xvii) limitations on the

effectiveness of UBS’s internal processes for risk management, risk

control, measurement and modeling,

and of financial models

generally; (xviii) the occurrence of

operational failures, such as

fraud, misconduct, unauthorized

trading, financial crime, cyberattacks,

data leakage and systems failures,

the risk of which is increased

with cyberattack threats from both

nation states and non-

nation-state actors targeting

financial institutions;

(xix) restrictions on the

ability of UBS

Group AG to

make payments or

distributions, including

due to restrictions

on the ability of its subsidiaries

to make loans or distributions, directly or

indirectly, or,

in the case of financial difficulties, due

to the exercise by FINMA or

the

regulators of UBS’s operations in other

countries of their broad statutory powers

in relation to protective measures,

restructuring and liquidation proceedings;

(xx) the degree to which changes in regulation,

capital or legal structure, financial results or

other factors may affect UBS’s ability to maintain

its stated capital

return objective; (xxi) uncertainty over the scope of actions that may be

required by UBS, governments and others for UBS to

achieve goals relating to climate,

environmental and social

matters, as well

as the evolving nature

of underlying science

and industry and

the possibility of conflict

between different governmental

standards and regulatory

regimes; (xxii) the

ability of UBS

to access capital

markets; (xxiii) the

ability of UBS

to successfully

recover from a

disaster or

other business

continuity problem due to a

hurricane, flood, earthquake, terrorist attack, war,

conflict (e.g., the Russia–Ukraine war), pandemic, security breach, cyberattack,

power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term

disruptions such as the

COVID-19 (coronavirus) pandemic; (xxiv) the level of

success in the absorption of Credit Suisse, in the

integration of the two groups and their businesses,

and in

the execution of the planned

strategy regarding cost reduction and

divestment of any non-core

assets, the existing assets

and liabilities of Credit Suisse,

the level

of resulting impairments and write-downs, the effect of the consummation of the integration on the operational results, share price and

credit rating of UBS –

delays, difficulties, or failure

in closing the transaction may

cause market disruption and

challenges for UBS to maintain

business, contractual and operational

relationships; and (xxv) the effect that these or other

factors or unanticipated events, including

media reports and speculations, may have

on our reputation and

the additional consequences that this may

have on our business and

performance. The sequence in which the

factors above are presented is

not indicative of

their likelihood

of occurrence

or the

potential magnitude of

their consequences. Our

business and

financial performance could

be affected

by other

factors

identified in our past and future filings and reports, including

those filed with the US Securities and Exchange

Commission (the SEC). More detailed information

about those factors is

set forth in documents

furnished by UBS

and filings made by

UBS with the SEC,

including the Risk Factors

filed on Form 6-K

with the 2Q23

UBS Group AG report on 31 August 2023 and the Annual Report on Form

20-F for the year ended 31 December 2022. UBS is not

under any obligation to (and

expressly disclaims any obligation to) update or

alter its forward-looking statements, whether as

a result of new information, future events, or otherwise.

Rounding |

Numbers presented throughout this report may not add up

precisely to the totals provided in the tables and text.

Percentages and percent changes

disclosed in text and tables are

calculated on the basis of unrounded

figures. Absolute changes between reporting periods disclosed in

the text, which can be

derived from numbers presented in related tables, are calculated on

a rounded basis.

Tables |

Within tables, blank fields generally indicate non-applicability or that presentation of any content would not be meaningful, or that information is not

available as of the relevant date or for the relevant period. Zero values generally indicate that the respective figure is zero on an actual or rounded basis.

Values

that are zero on a rounded basis can be either negative

or positive on an actual basis.

Websites |

In this report, any

website addresses are provided

solely for information

and are not intended

to be active links.

UBS is not incorporating

the contents

of any such websites into this report.

edgarq23ubsgroupagp85i0

UBS Group AG

P.O. Box

CH-8098 Zurich

ubs.com

This

Form

6-K

is

hereby

incorporated

by

reference

into

(1)

each

of

the

registration

statements

on

Form

F-3

(Registration Numbers

333-263376, 333-272539

and 333-272452),

and on

Form S-8

(Registration Numbers

333-

200634; 333-200635;

333-200641; 333-200665; 333-215254;

333-215255; 333-228653; 333-230312;

333-249143

and 333-272975), and

into each

prospectus outstanding under

any of the

foregoing registration statements, (2)

any

outstanding

offering

circular

or

similar

document

issued

or

authorized

by

UBS

AG

and

Credit

Suisse

AG

that

incorporates by reference any Forms 6-K of UBS AG

and Credit Suisse AG (respectively) that are incorporated

into

its registration

statements filed

with the

SEC, and

(3) the

base prospectus

of Corporate

Asset Backed

Corporation

(“CABCO”) dated June 23,

2004 (Registration Number 333-111572), the Form 8-K

of CABCO filed and dated

June

23, 2004 (SEC

File Number 001-13444), and

the Prospectus Supplements relating to

the CABCO Series 2004-101

Trust dated May 10, 2004 and May 17, 2004 (Registration Number 033-91744 and 033-91744-05).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrants have duly caused this

report to be signed on their behalf by the undersigned, thereunto duly

authorized.

UBS Group AG

By:

/s/

Sergio Ermotti

___

Name:

Sergio Ermotti

Title:

Group Chief Executive Officer

By:

/s/ Todd Tuckner

_

Name:

Todd Tuckner

Title:

Group Chief Financial Officer

By:

/s/ Steffen Henrich

____________

Name:

Steffen Henrich

Title:

Group Controller

UBS AG

By:

/s/

Sergio Ermotti

_

Name:

Sergio Ermotti

Title:

President of the Executive Board

By:

/s/ Todd Tuckner

_

Name:

Todd Tuckner

Title:

Chief Financial Officer

By:

/s/ Steffen Henrich

_____________

Name:

Steffen Henrich

Title:

Controller

Credit Suisse AG

By:

/s/

Ulrich Körner

______________

Name:

Ulrich Körner

Title:

Chief Executive Officer

By:

/s/

Simon Grimwood

_

Name:

Simon Grimwood

Title:

Chief Financial Officer

Date:

February 6, 2024