6-K - UBS - Equibles

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: August 29, 2025

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

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

reports under cover of Form

20-F or Form 40-

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the documents that immediately follow this page.

SUPREME COURT OF THE STATE

OF NEW YORK

COUNTY OF NEW YORK

EMPLOYEES RETIREMENT SYSTEM FOR THE

CITY OF PROVIDENCE, derivatively as a

shareholder of CREDIT SUISSE GROUP AG on

behalf of CREDIT SUISSE GROUP AG,

Plaintiff,

URS ROHNER,

et al

Defendants,

and

CREDIT SUISSE GROUP AG,

Nominal Defendant.

Index No.

651657/2022

Hon. Andrea

Masley

NOTICE OF PENDENCY AND

PROPOSED SETTLEMENT OF

STOCKHOLDER DERIVATIVE

ACTION

EXHIBIT B

The Supreme Court of the State of New York,

County of New York,

authorized this Notice.

This is not a solicitation from a lawyer.

TO:

ALL

PERSONS

ENTITIES

WHO

WHICH

HELD

UBS

GROUP

(“UBS”)

(AS

SUCCESSOR

CREDIT

SUISSE

GROUP

(“CREDIT

SUISSE”),

AND

TOGETHER

WITH

ITS

SUCCESSORS

AND

ASSIGNS

THE

“COMPANY”)

COMMON

STOCK

THE

TRADING ON

AUGUST 22, 2025

(“CURRENT UBS STOCKHOLDERS”)

The

purpose

this

Notice

inform

you

of:

(i)

the

pendency

the

stockholder

derivative action captioned

Employees Retirement System for the City of Providence v.

Rohner,

al.

, Index No. 651657/2022

(the “Action”), which was

brought by plaintiff Employees Retirement

System for the

City of

Providence (“Plaintiff”),

on behalf

of and for

the benefit

of Credit

Suisse

Group AG (“Credit Suisse,” and together with its successors

and assigns, the “Company”), in the

Supreme

Court

the

State

New York,

County

New York

(the

“Court”);

(ii)

proposed

settlement of the

Action (the “Settlement”),

subject to the approval

of the Court, as

provided in the

Stipulation and Agreement

of Settlement,

Compromise, and

Release dated August

21, 2025

(the

“Stipulation of Settlement” or “Stipulation”); (iii) the hearing

that the Court will hold on

October

17, 2025, at 9:30 a.m.

, to determine whether to approve the

proposed Settlement and to consider

the

application

Plaintiff’s

Counsel

for

award

attorneys’

fees

and

litigation

expenses,

including any service award to Plaintiff

to be deducted solely from any fee

and expense award to

Plaintiff’s

Counsel;

and

(iv) Current

UBS

Stockholders’

rights

with

respect

the

proposed

Settlement and the application for attorneys’ fees and expenses.

PLEASE READ THIS NOTICE CAREFULLY

AND IN ITS ENTIRETY.

YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT OF THIS

ACTION.

The Stipulation of Settlement was entered into

as of August 21, 2025, between and among

(i) Plaintiff,

derivatively

stockholder

Credit

Suisse;

(ii)

UBS

Group

(“UBS”),

successor to Credit Suisse Group AG; (iii) Urs

Rohner, Iris Bohnet, Christian Gellerstad, Andreas

Gottschling, Michael Klein, Shan Li,

Seraina Macia, Richard Meddings, Kai

S. Nargolwala, Ana

Paula

Pessoa,

Joaquin

Ribeiro,

Severin

Schwan,

and

John

Tiner

(collectively,

the

“Former

Director

Defendants”);

and

(iv)

Eric

Varvel,

Thomas

Gottstein,

Lara

Warner,

Brian

Chin,

David Miller,

and Radhika

Venkatraman

(collectively,

the “Former

Executive Defendants,”

and

together

with

the

Former

Director

Defendants,

the

“Individual

Defendants”;

and

the

Individual

Defendants together with Credit Suisse, “Defendants”), subject to the approval of the Court.

described

paragraph

below,

the

Settlement

provides

for

cash

payment

$115,000,000

(United

States

Dollars)

(the

“Settlement

Amount”),

which,

after

deducting

any

Court-awarded attorneys’ fee

and expenses and

any applicable taxes,

will be paid to

the Company.

Because the Action

was brought

as a derivative

action, which

means that

the Action

was

brought by Plaintiff

on behalf of

and for the

benefit of Credit

Suisse, the cash

recovery from the

Settlement will

go to

UBS, as

successor to

Credit Suisse.

Individual Company stockholders

will

not receive any direct payment from the Settlement.

PLEASE

NOTE:

THERE

PROOF

CLAIM

FORM

FOR

STOCKHOLDERS

SUBMIT

IN CONNECTION

WITH

THIS

SETTLEMENT,

AND

STOCKHOLDERS ARE NOT REQUIRED

TO TAKE

ANY ACTION IN RESPONSE TO

THIS NOTICE.

WHAT

IS THE PURPOSE OF THIS NOTICE?

The

purpose

this

Notice

explain

the

Action,

the

terms

the

proposed

Settlement, and how the proposed Settlement affects Company stockholders’ legal rights.

In a derivative action, one or more

persons or entities who are current stockholders

corporation

sue

behalf

and

for

the

benefit

the

corporation,

seeking

enforce the

corporation’s legal rights. In this

case, Plaintiff has filed suit against

Defendants on behalf of and

All capitalized terms not otherwise defined

in this Notice shall have the meaning provided

in the

Stipulation or the Notice Order,

which are available in

the “Investor Relations” section of

UBS’s

website,

https://www.ubs.com/global/en/investor-relations.html,

and

Plaintiff’s

Counsel’s

website, www.blbglaw.com.

for the benefit

of Credit Suisse.

During the pendency

of the case,

Credit Suisse merged

with and

into UBS.

The

Court

has

scheduled

hearing

consider

the

fairness,

reasonableness,

and

adequacy of the

Settlement and

the application

by Plaintiff’s

Counsel for

an award of

attorneys’

fees and

expenses (the

“Settlement Hearing”).

See

paragraphs 32-33

below for

details about

the

Settlement Hearing, including the location, date, and time of the hearing.

WHAT

IS THIS CASE ABOUT? WHAT

HAS HAPPENED

SO FAR?

THE

FOLLOWING

DESCRIPTION

THE ACTION

AND

THE

SETTLEMENT

HAS

BEEN

PREPARED

COUNSEL

FOR

THE

PARTIES.

THE

COURT

HAS

MADE

FINDINGS

WITH

RESPECT

SUCH

MATTERS,

AND

THIS

NOTICE

NOT

EXPRESSION OR STATEMENT

BY THE COURT OF

FINDINGS OF FACT

A MORE COMPLETE STATEMENT

OF THE FACTS OF THIS MATTER

IS SET FORTH IN

THE PARTIES’ PLEADINGS AND BRIEFING. PLEASE

SEE PARAGRAPH 40 BELOW FOR

MORE INFORMATION

ABOUT HOW AND WHERE TO LOCATE

THOSE DOCUMENTS.

April

26,

2022,

Plaintiff

filed

verified

shareholder

derivative

complaint

alleging that

the Individual

Defendants breached

their fiduciary

duties under

Swiss law

inter

alia

failing to

establish and

oversee reasonable and

effective risk

management systems

at Credit

Suisse (the “Complaint”).

As set forth

in the Complaint,

Plaintiff also alleged

that the Individual

Defendants disregarded multiple red

flags of risk

control deficiencies, including in

Credit Suisse’s

New York

operations. Further, Plaintiff

alleged that the Individual Defendants’

risk management

failures caused Credit Suisse

to suffer significant losses when,

between 2020 and 2021,

two hedge

funds

(Malachite

Capital

Management

and

Archegos

Capital

Management)

and

financial

services company (Greensill Capital Management) defaulted.

The Individual Defendants vigorously dispute and deny each and every allegation,

claim, and

contention made

by Plaintiff,

including any

and all

allegations of

fault, wrongdoing,

liability,

and

the

existence

any

damages

asserted

the

Complaint.

Certain

Individual

Defendants also dispute that Plaintiff

has the capacity to bring this Action,

and certain Individual

Defendants and Credit Suisse dispute that the trial court has jurisdiction over them personally.

After the plaintiff

in a

proceeding pending

before the

trial court

captioned

Cattan

Rohner

, No.

652468/2020 (Sup.

Ct.

N.Y.

Cnty.)

(“

Cattan

”),

amended his

complaint to

add a

small number

of allegations

similar to

those made

in this Action,

on May

18, 2022,

Plaintiff moved

to intervene

in and

for a

limited stay

Cattan

. On

April 10,

2023, the

trial court

dismissed the

Cattan

case and

granted Plaintiff’s

motion to

stay a

narrow range

of allegations

similar to

those

made in this Action.

On September 23,

2022, three Defendants

moved to

dismiss the

Complaint. They

argued that the case

should be dismissed on

forum non conveniens

grounds and that

the Complaint

failed

plead

Swiss

law

breaches

fiduciary

duty

with

the

particularity

required

the

heightened standard of

CPLR 3016(b). Defendants’

motion to dismiss was

fully briefed, including

the submission of competing expert affirmations, and argued by December 8, 2022.

The

Court

denied

Defendants’

motion

its

entirety

the

December

2022

hearing and then subsequently entered an order on January 31, 2023.

On February 27,

2023, those Defendants

filed a

motion with

the Court

seeking to

reargue

their

motion

dismiss

the

pleading

standard,

which

was

fully

briefed,

and

oral

argument was held by July 18, 2023. On March 1, 2023, those Defendants filed a

notice of appeal

with the First Department.

10.

On February 8, 2024, after full briefing

and argument, the First Department denied

Defendants’ appeal

and unanimously

affirmed the

Court’s

order denying

Defendants’ motion

dismiss. Those Defendants sought

leave to appeal to the

New York

Court of Appeals, which was

denied. The

trial court

subsequently denied

Defendants’ motion

for re-argument

on the

pleading

standard.

11.

On November

21,

2023,

certain Defendants

moved to

dismiss

the Complaint

for

lack

standing

and

capacity

sue

and

failure

join

necessary

party.

Plaintiff

vigorously

opposed the motion. The motion was briefed

and then argued on August 15, 2024; at the direction

the

Court,

supplemental

submissions

were

made

June

13,

2025.

That

motion

remains

pending.

12.

The

Parties

engaged

extensive

discovery.

For

example,

Defendants

and

third

parties produced over

two hundred and

ninety-eight thousand (298,000)

documents totaling over

one

million

and

five

hundred and

eighty

thousand

(1,580,000)

pages,

which

Plaintiff’s

team

attorneys

reviewed

and

analyzed.

Plaintiff

also

took

depositions

thirty-two

(32)

witnesses,

including sixteen (16)

named Defendants, in-person

in London, England,

New York, Los Angeles,

Washington,

D.C., and West Palm

Beach, Florida, and remotely.

13.

The

Parties

engaged in

international

discovery.

After an

initial

round

briefing

and argument

in 2023,

the

Court granted

on June

24, 2024

four letters

request for

discovery

from UBS and certain Individual

Defendants in Switzerland. On December 9,

2024, UBS moved

in a Swiss legal proceeding to dismiss the

letter of request directed at UBS. That

motion was fully

briefed

July

2025,

and

remains

pending.

Plaintiff

withdrew

two

the

letters

request

seeking Swiss examinations of certain Individual Defendants, and one remains outstanding.

14.

The

Parties

filed

multiple

discovery

motions.

October

28,

2024,

Defendant

Gottstein

filed

motion

quash

deposition

notice.

November

2024,

Plaintiff

filed

motion

compel

Credit

Suisse

produce

correspondence

with

the

Swiss

banking

regulator

FINMA. On

November 20,

2024, Plaintiff

filed a

motion to

compel disclosure

of certain

Defendant

communications. The Court denied Defendant Gottstein’s

motion as moot on July 14, 2025, after

Plaintiff and

Gottstein stipulated

to the

withdrawal of

the letter

of request

to Gottstein.

The motions

to compel remain pending.

15.

Plaintiff

and

the

Individual

Defendants

also

engaged

significant

expert

discovery.

For example, they

exchanged nine extensive

expert reports (four

for Plaintiff; five

for

the

Individual

Defendants)

totaling

many

hundreds

pages

issues

Swiss

law,

risk

management controls, corporate governance, and damages.

16.

On October

28, 2024,

certain Defendants

filed motions

to dismiss

the Complaint

for lack of personal jurisdiction. Plaintiff vigorously

opposed those motions. These motions were

fully briefed and then argued on May 2, 2025, and remain pending.

17.

The

Parties

and

UBS

engaged

extensive

settlement

negotiations,

which

were

supervised by one of

the nation’s preeminent mediators, former federal District Court

judge, Layn

Phillips.

Among

the

negotiations,

the

Parties

engaged

three

separate

full

day

in-person

mediation sessions in May 2023, May 2024, and July 2025.

18.

At the conclusion of the July 2025 mediation session, after extensive negotiations,

Judge Phillips issued a mediator’s proposal to settle the Action in exchange for a cash payment of

$115,000,000 (United States

Dollars) for the benefit

of the Company,

which all Parties accepted.

The agreement in principle among the Parties

and UBS to settle the Action,

which was subject to

the execution

of a

formal, final

stipulation and

agreement of

settlement and

related papers,

was

memorialized in a Settlement Term Sheet executed on July 21, 2025 (the “Term

Sheet”).

July

14,

2025,

Plaintiff

informed

the

Court

that

the

Parties

had

reached

agreement in principle to settle the Action.

This

Stipulation

(together with

the

exhibits

hereto) reflects

the

final

and

binding

agreement

among

the

Parties and

UBS

with respect

the

Settlement and

supersedes the

Term

Sheet.

In connection with settlement discussions and negotiations leading to

the proposed

Settlement set forth in this Stipulation,

counsel for the Parties did not

discuss the appropriateness

or amount of any application for an award of attorneys’ fees and expenses.

Plaintiff

brought

its

claims

good

faith

and

continues

believe that

its

claims

have merit, but, based upon Plaintiff’s and

Plaintiff’s Counsel’s

investigation, including a review

of the

voluminous documents

and deposition

testimony produced

in this

Action, and

taking into

consideration the risks of

continued litigation and

the relative costs and

benefits to the

Company

of continuing this Action, Plaintiff

and Plaintiff’s Counsel have determined that the

Settlement is

fair, reasonable, adequate, and in the best interests of the

Company and its stockholders. Based on

Plaintiff’s

direct oversight

of the

prosecution of

this

Action, and

with the

advice of

its counsel,

Plaintiff has agreed

to settle, compromise,

and release the

claims asserted in

the Action pursuant

to the

Settlement, after

considering (i)

the substantial

financial benefit

provided under

the proposed

Settlement;

(ii)

the

uncertain

outcome

and

significant

risks

continued

litigation;

and

(iii)

the

desirability

permitting

the

Settlement

consummated

provided

the

terms

this

Stipulation.

The

Individual

Defendants

have

denied,

and

continue

deny,

each

and

every

allegation,

claim,

and

contention

made

Plaintiff,

including

any

and

all

allegations

fault,

wrongdoing,

liability,

and

the

existence

any

damages

asserted

the

Complaint.

Without

limiting the

generality of

the foregoing,

the Individual

Defendants have

denied, and

continue to

deny, that they have

committed any breach

of fiduciary duty

or wrongdoing, have

aided or

abetted

any

such

breach

wrongdoing,

have

violated

any

law

statutory

duty

whatsoever,

have

caused any damages to

Credit Suisse, and each

Individual Defendant expressly maintains

that he

or she has acted properly and in good faith and has diligently

and scrupulously complied with his

or her statutory, fiduciary,

and other legal duties. The Individual Defendants are entering into this

Stipulation and the Settlement solely to eliminate the burden, expense, disruption, and distraction

inherent

further

litigation,

and

without

admitting

the

validity

any

allegations

made

Plaintiff, or any liability with

respect thereto, and thus have

concluded that it is desirable

that the

claims against them be settled on the terms reflected in this Stipulation.

NOW

THEREFORE

STIPULATED

AND

AGREED

and

between Plaintiff,

UBS,

and

Defendants

that,

subject

the

approval

the

Court

under

New

York

Business

Corporation Law § 626, for good and valuable consideration set forth herein and conferred on the

Company,

the sufficiency

of which

is acknowledged,

the claims

asserted

in the

Action shall

finally and fully settled, resolved, discharged, and dismissed with

prejudice, and that the Released

Plaintiff’s

Claims

shall

finally

and

fully

settled,

resolved,

discharged,

and

dismissed

with

prejudice

against

the

Released

Defendants’

Persons,

and

that

the

Released

Defendants’

Claims

shall be

finally and

fully settled,

resolved, discharged,

and dismissed

with prejudice

against the

Released Plaintiff’s Persons, in the manner set forth herein.

DEFINITIONS

addition

the

terms

defined

elsewhere

this

Stipulation,

the

following

capitalized terms, used in this Stipulation and the exhibits attached hereto and made a

part hereof,

shall have the meanings given to them below:

(a)

“Defendants’ Counsel”

means Blank Rome

LLP (for Defendants

Urs Rohner,

Iris Bohnet, Christian Gellerstad, Andreas Gottschling, Michael Klein, Shan Li, Seraina

Macia,

Richard

Meddings,

Kai

Nargolwala,

Ana

Paula

Pessoa,

Joaquin

Ribeiro,

Severin

Schwan, and John Tiner); Crowell & Moring LLP (for Defendants Eric

Varvel,

David Miller, and

Radhika Venkatraman);

Baker McKenzie

LLP (for

Defendant Thomas

Gottstein); Gibson

Dunn

& Crutcher LLP (for Defendant Lara Warner); Lankler Siffert

& Wohl

LLP (for Defendant Brian

Chin); and Cahill Gordon & Reindel LLP (for Nominal Defendant Credit Suisse and UBS).

(b)

“Effective

Date”

means

the

first

date

which

all

the

events

and

conditions specified in paragraph 17 of this Stipulation

have been met and have occurred or

have

been waived.

(c)

“Escrow Account”

means

the interest-bearing

escrow account

maintained

by Plaintiff’s Counsel and into which the Settlement Amount shall be deposited.

(d)

“Escrow Agent” means

Citibank, N.A.

(e)

“Final,” when

referring

the

Judgment

or any

other

court order,

means

(i) if no appeal

is filed, the

expiration date of

the time provided

for filing or

noticing any motion

for reconsideration,

reargument, appeal,

or other

review of

the order;

or (ii)

if there

is an

appeal

from the Judgment

or order, (a)

the date

of final dismissal

of all such

appeals, or the

final dismissal

of any

proceeding on

certiorari, reconsideration,

or otherwise;

or (b)

the date the

Judgment or

order

affirmed

appeal

and

the

time

file

petition

for

writ

certiorari,

reconsideration,

reargument,

other

form

review

has

expired;

petition

for

writ

certiorari,

reconsideration,

reargument,

other

form

review

has

been

denied;

certiorari,

reconsideration, or

other form

of review

is granted,

the Judgment

or order

has been

finally affirmed

pursuant

that

grant;

provided,

however

that

any

disputes

appeals

relating

solely

the

amount, payment, or allocation of attorneys’ fees and expenses shall have no effect on finality for

purposes of determining

the date on

which the Judgment

becomes Final and

shall not

otherwise

prevent, limit,

otherwise affect

the

Judgment,

prevent, limit,

delay,

hinder

entry

the

Judgment.

(f)

“Judgment”

means

the

Judgment

and

Order

Granting

Final

Approval

Derivative Action Settlement, substantially in the

form attached hereto as Exhibit D,

to be entered

by the Court approving the Settlement.

(g)

“Litigation

Expenses”

means

any

and

all

costs

and

expenses

incurred

Plaintiff’s Counsel

in connection

with commencing,

prosecuting,

and settling

the Action,

for which

Plaintiff’s Counsel intends to apply to the Court for payment from the Settlement Fund.

(h)

“Notice”

means

the

Notice

Pendency

and

Proposed

Settlement

Stockholder Derivative Action, substantially in the form attached hereto as Exhibit B.

(i)

“Notice Costs” means

all costs,

fees, and expenses

related to providing

notice

of the Settlement.

(j)

“Notice Order” means

the Order,

substantially in

the form attached

hereto

Exhibit

preliminarily

approving

the

Settlement,

directing

notice

the

Settlement,

and

scheduling Settlement-related events.

(k)

“Parties” means Plaintiff and

Defendants.

(l)

“Plaintiff’s Counsel” means

Bernstein Litowitz

Berger & Grossmann

LLP.

(m)

“Released Claims” means, collectively, the Released Plaintiff’s Claims

and

the Released Defendants’ Claims.

(n)

“Released

Defendants’

Claims”

means

all

claims

and

causes

action

every nature and

description, whether known

claims or

Unknown Claims, whether

arising under

state, federal, foreign, or common law, that arise out of or relate to the institution, prosecution, or

settlement of the

claims asserted in

the Action; except

for claims relating

to the enforcement

of the

Settlement.

(o)

“Released

Defendants’

Persons”

means

Defendants

and

their

current

and

former

parents,

subsidiaries,

officers,

directors,

attorneys,

family

members,

trustees,

trusts,

insurers, heirs, executors, administrators, predecessors, successors, and assigns.

(p)

“Released Plaintiff’s

Claims” means

all claims

and causes

of action

of every

nature and

description, whether

known claims

or Unknown

Claims, whether

arising under

state,

federal, foreign, or

common law,

that (i) were

asserted in the

Complaint; or

(ii) could have

been

asserted derivatively on

behalf of the

Company,

or directly under

Article 754

of the Swiss

Code

Obligations,

the

Complaint

any

other

forum

and

that

arise

out

relate

the

allegations, transactions, facts, matters, disclosures, or non-disclosures set forth in the Complaint;

except for

claims relating

to the

enforcement of

the Settlement.

For the

avoidance of

doubt, the

Released Plaintiff’s Claims

will not cover,

include, or release

any other direct

claims of Plaintiff

any

other

Company

stockholder,

including

without

limitation

any

claims

asserted

under

the

federal securities laws, including without limitation the claims asserted in

City of St. Clair Shores

Police and

Fire

Retirement

System v.

Credit

Suisse Group

AG, et

al.

, Civil

Action No.

1:21-cv-

03385-NRB (S.D.N.Y.).

(q)

“Released

Plaintiff’s

Persons”

means

Plaintiff

and

its

current

and

former

parents,

subsidiaries,

officers,

directors,

attorneys

(including

Plaintiff’s

Counsel),

family

members,

trustees, trusts, insurers, heirs, executors, administrators, predecessors, successors, and assigns.

(r)

“Released

Persons”

means,

collectively,

the

Released

Plaintiff’s

Persons

and the Released Defendants’ Persons.

(s)

“Releases”

means the

releases

set forth

in paragraphs

3-4 of

this Stipulation.

(t)

“Settlement” means

the resolution of

the Action

on the

terms and

conditions

set forth in this Stipulation.

(u)

“Settlement Amount” means

$115,000,000 (United States Dollars)

in cash.

(v)

“Settlement Fund” means

the Settlement Amount

plus any and

all interest

earned thereon.

(w)

“Settlement Hearing” means the hearing to be set by the Court to

consider,

among other things, final approval of the Settlement.

(x)

“Summary

Notice”

means

the

Summary

Notice

Pendency

and

Proposed

Settlement of Stockholder Derivative Action, substantially in the form attached hereto as Exhibit C.

(y)

“Taxes”

means:

(i)

all

federal,

state,

and/or

local

taxes

any

kind

any

income

earned

the

Settlement

Fund;

and

(ii)

the

reasonable

expenses

and

costs

incurred

Plaintiff’s Counsel in connection with determining the amount of,

and paying, any taxes owed by the

Settlement Fund (including, without limitation, expenses of tax attorneys and accountants).

(z)

“Unknown

Claims”

means

any

Released

Plaintiff’s

Claims

that

Plaintiff,

Credit Suisse,

or UBS

does not

know or

suspect to

exist in

its favor

at the

time of

the release of

such claims, and any

Released Defendants’ Claims

that any Defendant does

not know or

suspect

to exist

in his,

her, or its

favor at

the time

of the

release of

the Released Defendants’

Claims, which,

known

him,

her,

it,

might

have

affected

his,

her,

its

decision(s)

with

respect

this

Settlement. With

respect to any and all Released

Claims, the Parties and UBS stipulate and

agree

that,

upon

the

Effective

Date

the

Settlement,

Plaintiff,

Defendants,

and

UBS

shall

expressly

waive any and all provisions, rights, and benefits conferred by any law of any state or territory of

the United

States, or

principle of

common law

or foreign

law,

which is

similar,

comparable, or

equivalent to California Civil Code § 1542, which provides:

A general release

does not extend to claims that

the creditor or releasing party does

not know or suspect to exist in

his or her favor at the time of executing the

release

and

that,

known

him

her,

would

have

materially

affected

his

her

settlement with the debtor or released party.

Plaintiff, Defendants, and

UBS acknowledge that

the foregoing waiver was

separately bargained

for and is a key element of the Settlement.

II.

RELEASE OF CLAIMS

The obligations incurred pursuant to

this Stipulation are in

consideration of: (a) the

full and final disposition of the Action; and (b) the Releases provided for under this Stipulation.

Pursuant to the Judgment,

without further action by

anyone, upon the Effective Date

the Settlement, Plaintiff,

Credit Suisse, and

UBS shall be

deemed to have,

and by operation of law and

of the Judgment shall have, fully, finally,

and forever dismissed with prejudice, settled, resolved, and

discharged the Released

Plaintiff’s Claims against

the Released

Defendants’ Persons,

and

shall forever

barred

and

enjoined

from

prosecuting

the

Released

Plaintiff’s

Claims

against

the

Released

Defendants’ Persons.

Pursuant

the

Judgment,

without

further

action

anyone,

upon

the

Effective

Date of the

Settlement, Defendants and UBS

shall be deemed

to have, and by

operation of law

and

of the Judgment shall have,

fully,

finally,

and forever dismissed with prejudice,

settled, resolved,

and discharged

the Released

Defendants’

Claims against

the Released

Plaintiff’s Persons,

and shall

forever

barred

and

enjoined

from

prosecuting

the

Released

Defendants’

Claims

against

the

Released Plaintiff’s Persons.

Notwithstanding paragraphs

3-4 above,

nothing in

the Judgment

shall bar

any action

by any of the Parties or UBS to enforce or effectuate the terms of this Stipulation or the Judgment.

III.

SETTLEMENT CONSIDERATION

No later than

twenty (20) business days prior to the

date of the Settlement Hearing,

but no earlier than thirty (30) calendar days after: (a) the Court’s

grant of preliminary approval to

the

Settlement;

and

(2)

UBS’s

receipt

the

appropriate

payment

information

for

the

Escrow

Account, including wire instructions (including SWIFT Code),

a Form W-9,

and access to a duly

authorized

individual

who

can

verbally

confirm

payment

information,

UBS

shall

cause

the

Settlement Amount to be paid into the Escrow Account. No later than

ten (10) business days after

the

Effective

Date,

Plaintiff’s

Counsel

shall

cause

the

Settlement

Fund,

less

(i)

any

Fee

and

Expense Award (as defined in paragraph 10 below) paid or payable and/or

any reserve to account

for any

potential future

Fee and

Expense Award;

and (ii)

any Taxes

with respect

to any

interest

earned on the Settlement Fund while on deposit in the Escrow Account, to be transferred to UBS,

as successor to Credit Suisse.

All payments shall be made

by wire transfer to and

from the Escrow

Account; payments shall not be made by check. For avoidance of doubt, no Individual Defendant

shall be personally liable for funding the Settlement Amount.

Except as

provided herein

or pursuant

to orders

of the

Court, the

Net Settlement

Fund shall remain

in the Escrow

Account prior to

the Effective Date.

All funds held by

the Escrow

Agent shall be deemed to be in custody

of the Court and shall remain subject to

the jurisdiction of

the Court until such time as the funds shall be distributed or returned pursuant to the terms of this

Stipulation

and/or

further

order

the

Court.

Except

otherwise

provided

this

paragraph,

Plaintiff’s

Counsel

will

instruct

the

Escrow

Agent

invest

any

funds

the

Escrow

Account

exclusively in United States Treasury Bills (or a mutual fund invested solely in such instruments)

and to collect

and reinvest all

interest accrued thereon,

except that any

residual cash balances

to the amount that is insured by

the FDIC may be deposited in any account that

is fully insured by

the

FDIC.

the

event

that

the

yield

United

States

Treasury

Bills

negative,

lieu

purchasing such Treasury

Bills, all or any portion

of the funds held by

the Escrow Agent may be

deposited in any account that is fully insured by the FDIC or backed

by the full faith and credit of

the United States. Additionally,

if short-term placement of the funds held by the Escrow Agent is

necessary,

all or any portion

of those funds may

be deposited in any

account that is

fully insured

by the FDIC or backed by the full faith and credit of the United States.

The Parties

and UBS

agree that

the Settlement

Fund is

intended to

be a

qualified

settlement

fund

within

the

meaning

Treasury

Regulation

1.468B-1

and

that

Plaintiff’s

Counsel,

administrator

the

Settlement

Fund

within

the

meaning

Treasury

Regulation

§ 1.468B-2(k)(3), shall be solely responsible for filing or causing to be filed all informational and

other

tax

returns

may

necessary

appropriate

(including,

without

limitation,

the

returns

described in Treasury

Regulation § 1.468B-2(k))

for the

Settlement Fund. Plaintiff’s Counsel

shall

also be responsible for causing payment to be made from the Settlement Fund of any Taxes owed

with respect to

the Settlement Fund.

The Released Defendants’

Persons shall not

have any liability

or responsibility for

any such Taxes.

Upon written request,

UBS will provide

Plaintiff’s Counsel

with

the

statement

described

Treasury

Regulation

1.468B-3(e).

Plaintiff’s

Counsel,

administrator of

the Settlement

Fund within

the meaning

of Treasury Regulation

§ 1.468B-2(k)(3),

shall

timely

make

such

elections

are

necessary

advisable

carry

out

this

paragraph,

including, as

necessary,

making a

“relation back

election,” as described

in Treasury

Regulation

§ 1.468B-1(j),

to cause

the qualified

settlement

fund to

come

into existence

at the

earliest

allowable

date, and

shall take

or cause

to be

taken all

actions as

may be

necessary

or appropriate

in connection

therewith.

All Taxes shall be paid out of the Settlement Fund, and shall be timely paid, or caused

to be

timely paid,

by Plaintiff’s

Counsel

and without

further order

from the

Court. Any

tax

returns

prepared for the Settlement Fund (as well as the election set forth therein) shall be consistent with the

previous paragraph and

in all events

shall reflect that

all Taxes on the income

earned by the

Settlement

Fund shall be paid out

of the Settlement Fund

as provided herein. Plaintiff’s

Counsel will file a

final

tax return

for the

Settlement Fund,

which will

be subject

to a

three-year statute of limitations period

commencing on

the date

of filing

of the

final tax

return (the “Statutory Period”),

during which time the

IRS can review, analyze, and resolve any tax-related issues

related to

the Settlement Fund.

At the time

of transfer

of the

balance of

the Settlement

Fund

to UBS

pursuant to

paragraph 6

above, Plaintiff’s

Counsel shall be permitted to withhold a portion of

the Settlement

Fund in

reserve in

a non-interest-

bearing escrow account

to cover any

future Taxes

required to be

paid by the

IRS with respect

to the

Settlement Fund (the “Tax

Reserve”). UBS may

elect to have

the unused Tax

Reserve transferred to

UBS before the expiration of the Statutory

Period, provided

that UBS

first issues

to Plaintiff’s

Counsel

a written

assurance to

timely pay to the IRS any additional Taxes (including any penalties) owed with

respect to the Settlement Fund.

IV.

ATTORNEYS’ FEES AND LITIGATION EXPENSES

10.

In connection

with the

Settlement, Plaintiff’s

Counsel will

apply to

the Court

for

an award of attorneys’

fees and payment

of Litigation Expenses

(the “Fee and

Expense Award”)

to be paid

solely from (and out

of) the Settlement Fund.

In connection with

Plaintiff’s Counsel’s

application

for

Fee and

Expense Award,

Plaintiff

may petition

the

Court for

service award

(“Service

Award”)

paid

solely

from

any

Fee

and

Expense

Award

Plaintiff’s

Counsel.

Defendants

reserve

the

right

oppose

Plaintiff’s

Counsel’s

application

for

Fee

and

Expense

Award, including Plaintiff’s

application for a Service Award.

11.

Any

Fee

and

Expense

Award

approved

the

Court

shall

paid

Plaintiff’s

Counsel,

and

any

Service

Award

approved

the

Court

shall

paid

Plaintiff,

from

the

Settlement

Fund

immediately

upon

award,

notwithstanding

the

existence

any

timely

filed

objections thereto, or potential

for appeal therefrom, or

collateral attack on the

Settlement or any

part thereof, subject

to Plaintiff’s Counsel’s and Plaintiff’s obligation to make appropriate refunds

or repayments to the

Settlement Fund, plus accrued interest

at the same net

rate as is earned

by the

Settlement Fund, if the Settlement is terminated pursuant

to the terms of this Stipulation or if,

as a

result of any appeal or further proceedings on remand, or successful collateral attack, the Fee and

Expense Award or any Service Award is reduced or reversed and

such order reducing or

reversing

the award has become Final.

Plaintiff’s Counsel and Plaintiff shall make the appropriate refund

repayment in

full

later

than

twenty

(20)

business

days

after: (a)

receiving

from

Defendants’

Counsel notice of the

termination of the Settlement; or

(b) any order reducing or reversing

the Fee

and Expense Award has

become Final.

12.

not

condition

this

Stipulation,

the

Settlement,

the

Judgment

that

the

Court award any attorneys’ fees

or expenses, including any service award

to Plaintiff. In the event

that the

Court does

not award attorneys’

fees or

expenses or

a service

award, or

in the

event the

Court makes an award in

an amount that is less

than the amount requested

by Plaintiff’s Counsel

or Plaintiff or

is otherwise unsatisfactory to

Plaintiff’s Counsel or Plaintiff, or

in the event

that any

such

award

vacated

reduced

appeal,

this

Stipulation

and

the

Settlement,

including

the

effectiveness of the Releases and

other obligations of the Parties

and UBS under the Settlement,

nevertheless

shall

remain

full

force

and

effect.

Neither

Plaintiff

nor

Plaintiff’s

Counsel

may

cancel or

terminate the

Settlement based

on this

Court’s or any

appellate court’s ruling

with respect

to any Fee and Expense Award

or any Service Award.

SUBMISSION OF THE

SETTLEMENT TO THE

COURT FOR APPROVAL

13.

Within one

(1) business

day of execution

of this Stipulation,

Plaintiff shall

move,

with

Defendants’

consent,

for

preliminary

approval

the

Settlement

and

request

entry

the

Notice Order,

substantially in

the form attached

hereto as Exhibit

A, providing

for, among

other

things: (a) preliminary approval of

the Settlement; (b) dissemination of

the Notice; (c) publication

of the

Summary Notice;

and (d)

scheduling of

the Settlement

Hearing to

consider: (i)

final approval

of the

proposed Settlement,

(ii) the

request that

the Judgment,

substantially in

the form

attached

hereto as Exhibit

D, be

entered by the

Court, (iii)

Plaintiff’s Counsel’s

application for a

Fee and

Expense

Award, including any application

by Plaintiff

for a Service

Award, and (iv) any objections

any

the

foregoing.

The

Parties

shall

take

all

reasonable

and

appropriate

steps

seek

and

obtain entry of the Notice Order.

The date and time of the Settlement Hearing

set by the Court in

the Notice

Order may

be changed

by the

Court without

further written

notice to

UBS stockholders.

14.

accordance

with

the

terms

the

proposed

Notice

Order

entered

the

Court (i) no

later than five

(5) business days

following the date

of entry of

the Notice Order (the

“Notice Date”), UBS shall file

copies of this Stipulation and the

Notice, substantially in the form

attached

hereto

Exhibit

exhibits

Form

6-K

with

the

United

States

Securities

and

Exchange Commission;

(ii) no

later than

five (5)

business days

following the

Notice Date,

UBS

shall post

copies of

this

Stipulation

and the

Notice, substantially

in the

form

attached hereto

Exhibit B, on

the “Investor Relations”

section of UBS’s website, and

such documents shall

remain

posted to that website through the Effective Date of the Settlement; and (iii) no later than five

(5)

business days

following the

Notice Date,

UBS shall

cause the

Summary Notice,

substantially in

the form attached

hereto as Exhibit C, to be

published on one occasion

The Wall Street Journal

on one occasion in

The Financial Times

, and on one occasion over the PR Newswire.

15.

UBS shall assume all administrative responsibility for and

will pay any and all Notice

Costs

regardless of

whether the

Court

approves the

Settlement or

the

Effective

Date fails

to occur.

Plaintiff

and Plaintiff’s

Counsel shall

not be

responsible

for

any Notice

Costs

nor shall

any

Notice

Costs be paid from the Settlement Fund.

16.

The

Parties

shall

request

the

Settlement

Hearing

that

the

Court

approve

the

Settlement

and

enter the

Judgment,

substantially

the

form

attached hereto

Exhibit

The

Parties shall take all reasonable and appropriate steps to obtain entry of the Judgment.

VI.

CONDITIONS OF SETTLEMENT

17.

The Effective Date of

the Settlement shall be deemed

to occur on the

occurrence or

waiver in writing by the Parties and UBS of all of the following conditions, which the Parties and

UBS shall use their respective best efforts to achieve:

(a)

the full amount of the Settlement Amount has been paid into the Escrow

Account in accordance with paragraph 6 above;

(b)

the Court has entered the Notice Order, substantially in the form attached

hereto as Exhibit A;

(c)

Defendants

and

UBS

have

not

exercised

their

option

terminate

the

Settlement pursuant to the provisions of this Stipulation;

(d)

Plaintiff has not

exercised its option

to terminate

the Settlement pursuant

the provisions of this Stipulation;

(e)

the Court has

approved the Settlement

as described herein,

following notice

to UBS stockholders

and a hearing,

and entered the

Judgment, substantially in

the form attached

hereto as Exhibit D; and

(f)

the Judgment has

become Final.

VII.

TERMINATION OF SETTLEMENT; EFFECT OF TERMINATION

18.

Plaintiff,

UBS,

and

Individual

Defendants

(provided

Individual

Defendants

unanimously agree

among themselves)

shall each

have the

right to

terminate the

Settlement and

this Stipulation, by

providing written notice

of its or

their election to

do so (“Termination Notice”)

to the

other Parties

within twenty

(20) business

days of:

(a) the

Court’s

final refusal

to enter

the

Notice Order in any material respect and such

final refusal decision having become Final; (b)

the

Court’s

final refusal to approve

the Settlement or

any material part thereof

and such final refusal

decision having become

Final; (c) the

Court’s

final refusal to

enter the Judgment

in any material

respect as

to the

Settlement and

such final

refusal decision

having become

Final; or

(d) the

date

upon which an order modifying or reversing the Judgment in any material respect becomes Final.

In addition to

the foregoing, Plaintiff

shall have the

unilateral right to terminate

the Settlement and

this Stipulation, by providing

written notice of

its election to do

so to Defendants and

UBS, within

twenty

(20)

business

days

any

failure

UBS

cause

the

full

payment

the

Settlement

Amount

into

the

Escrow

Account

timely

manner

accordance

with

paragraph

above.

However, any decision or proceeding, whether in

this Court or any appellate

court, with respect to

an application by Plaintiff’s

Counsel for a Fee and

Expense Award,

including any application by

Plaintiff for

a Service

Award,

shall not

be considered material

to the

Settlement, shall

not affect

the finality of the Judgment, and shall not be grounds for termination of the Settlement.

19.

(i)

Plaintiff,

(ii)

all

Individual

Defendants

(provided

they

unanimously

agree

among themselves), or

(iii) UBS exercises its

or their right

to terminate the Settlement as

provided

in this Stipulation, then:

(a)

The

Settlement

and

the

relevant

portions

this

Stipulation

shall

canceled and terminated;

(b)

Plaintiff

and

Defendants

shall

revert

their

respective

positions

the

Action as of immediately prior to the Parties’ execution of the Term Sheet on July 21, 2025;

(c)

Within ten (10) business days of termination of the Settlement, as provided

in this Stipulation, Plaintiff’s Counsel

shall cause the Escrow

Agent to return, as directed

by UBS,

any

portion

the

Settlement

Amount

that

has

been

paid

into

the

Escrow

Account,

including

accrued

interest

thereon

and

change

value

result

the

investment

the

Settlement

Amount, and any

funds received

by Plaintiff’s

Counsel or

Plaintiff consistent

with paragraph 11

above, and

less

any Taxes

with respect

to any

interest earned

on the

Settlement Fund

while

deposit

the

Escrow

Account.

the

event

that

the

funds

received

Plaintiff’s

Counsel

Plaintiff consistent with

paragraph 11 above have

not been refunded

to the Settlement Fund

within

the ten (10)

business days specified

in this paragraph,

Plaintiff’s Counsel

shall cause the

Escrow

Agent to return, as directed

by UBS, those funds immediately

upon their deposit into

the Escrow

Account consistent with paragraph 11 above; and

(d)

The

terms

and

provisions

this

Stipulation,

with

the

exception

this

paragraph 19 and paragraphs 11, 15, 20, 41, and 42 of this Stipulation, shall

have no further force and

effect with

respect to

the Parties

and UBS

and shall

not be

used in

the Action

or in

any other

proceeding

for any purpose, and any Judgment or order entered by the Court in accordance with the terms of this

Stipulation shall be treated as vacated,

nunc pro tunc

VIII.

NO ADMISSION OF

WRONGDOING

20.

Neither the Term

Sheet; this Stipulation

(whether or not consummated), including

the exhibits hereto; the

negotiations leading to the execution of

the Term Sheet or this Stipulation;

nor any proceedings

taken pursuant to

or in connection

with this Stipulation

and/or approval of

the

Settlement (including any arguments proffered in connection therewith):

(a)

shall

offered

against

any

the

Released

Defendants’

Persons

evidence

of,

construed

as,

deemed

evidence

any

presumption,

concession,

admission by any of the

Released Defendants’ Persons with respect

to the truth of

any fact alleged

by Plaintiff; the

validity of any

claim that

was or could

have been asserted;

the validity of

any legal

arguments that Plaintiff has made or could

have made; the deficiency of

any defense that has been

or could

have been

asserted in

the Action

or in

any other

litigation; or

any liability,

negligence,

fault, or other wrongdoing of any kind of any of the Released Defendants’ Persons, or in any way

referred

for

any

other

reason

against

any

the

Released

Defendants’

Persons,

any

arbitration proceeding

or other

civil, criminal,

or administrative

action or

proceeding (including

this Action if it is not dismissed in accordance with

this Stipulation), other than such proceedings

as may be necessary to effectuate the provisions of this Stipulation;

(b)

shall be deemed

to represent an admission by

any Defendant that

he, she, or

subject

personal

jurisdiction

the

Action,

personal

jurisdiction

any

location

anywhere, and Defendants’ entry into this Stipulation shall be without

prejudice to all claims and

defenses by any and all Defendants regarding personal jurisdiction;

(c)

shall be offered against any of the Released Plaintiff’s Persons, as evidence of,

or construed as, or

deemed to be evidence of

any presumption, concession, or admission

by any of the

Released Plaintiff’s Persons that any of their claims are without merit, that any of the

Released Defendants’

Persons had

meritorious defenses,

or that

damages recoverable

under the

Complaint

would

not

have

exceeded

the

Settlement

Amount

with

respect

any

liability,

negligence, fault,

or wrongdoing

of any

kind, or

in any

way referred

to for

any other

reason as

against

any

the

Released

Plaintiff’s

Persons,

any

arbitration

proceeding

other

civil,

criminal, or administrative action or

proceeding, other than such proceedings as

may be necessary

to effectuate the provisions of this Stipulation; or

(d)

shall

construed

against

any

the

Released

Persons

admission,

concession, or presumption

that the consideration

to be given

hereunder represents the

judgment

amount that could be or would have been achieved after trial;

provided,

however

that

the

Settlement

approved

the

Court,

the

Parties,

UBS,

and

the

Released

Persons

and

their

respective

counsel

may

refer

this

Stipulation

effectuate

the

protections from

liability granted

under this

Stipulation or

otherwise to

enforce the

terms of

the

Settlement.

IX.

MISCELLANEOUS

PROVISIONS

21.

All of the exhibits attached

hereto are incorporated by reference as though

fully set

forth herein.

Notwithstanding the foregoing,

if there exists

a conflict or

inconsistency between the

terms of this Stipulation and the terms of any exhibit attached hereto, the terms of this Stipulation

control.

22.

In the

event of

the entry

of a

Final order

of a

court of

competent jurisdiction

determining

the transfer of money to the Settlement Fund or any portion

thereof by or on behalf of UBS or any of

the Defendants to

be a preference,

voidable transfer, fraudulent transfer, or similar

transaction and any

portion

thereof

required

returned,

and

such

amount

not

promptly

deposited

into

the

Settlement Fund by others, then, at the election of Plaintiff, Plaintiff

and Defendants

shall jointly

move the

Court to

vacate and

set aside

the Releases

given and

the

Judgment

entered

favor

Defendants

and

the

other

Released

Persons

pursuant

this

Stipulation, in which event the

Releases and Judgment shall be null

and void, and the Parties shall

be restored to their respective positions in the Action as provided in paragraph 19 above.

23.

The Parties

intend this

Stipulation

and the

Settlement to

be a

final and

complete

resolution

all

disputes

asserted

which

could

asserted

Plaintiff

with

respect

the

Released Plaintiff’s Claims. Accordingly, the Parties, UBS, and their respective counsel agree

not

to assert in any forum that this Action was brought

by Plaintiff or defended by Defendants in bad

faith or without

a reasonable basis.

The Parties, UBS,

and their respective

counsel agree that

the

amounts paid and the terms of

the Settlement were negotiated at

arm’s length and in good faith by

the

Parties

and

UBS,

and

reflect

the

Settlement

that

was

reached

voluntarily

after

extensive

negotiations and consultation with experienced legal counsel, who were fully competent to assess

the strengths and weaknesses of their respective clients’ claims or defenses.

24.

While

retaining

their

right

deny

that

the

claims

asserted

the

Action

were

meritorious, the

Parties, UBS,

and their

respective counsel,

in any

statement made

to any

media

representative (whether

or not

for attribution)

will not

assert that

the Action

was commenced

prosecuted in bad

faith, nor will

they deny

that the Action

was commenced and

prosecuted in

good

faith and is being settled voluntarily after

consultation with competent legal counsel.

In all events,

the

Parties,

UBS,

and

their

respective

counsel

shall

not

make

any

accusations

wrongful

actionable conduct by any Party

concerning the prosecution, defense, or resolution of the

Action,

and shall not otherwise

suggest that the Settlement

constitutes an admission of

any claim, defense,

or legal argument.

25.

The terms

of the

Settlement, as

reflected in

this

Stipulation, may

not be

modified or

amended, nor may any of its provisions be waived except by

a writing signed on behalf of

each of the

Parties and UBS (or their successors-in-interest).

26.

The headings

herein are

used for

the purpose

of convenience

only and

are not

meant

have

legal

effect.

The

use

the

word

“including”

herein

shall

mean

“including

without

limitation.”

27.

If any

deadline set

forth in this

Stipulation or the

exhibits hereto

falls on a

Saturday,

Sunday, or legal holiday,

that deadline will be continued to the next business day.

28.

Without

further

order

the

Court,

the

Parties

and

UBS

may

agree

reasonable

extensions of time to carry out any of the provisions of this Stipulation.

29.

The

administration

and

consummation

the

Settlement

embodied

this

Stipulation shall be under the authority

of the Court, and the Court shall have

jurisdiction over the

Action for

the purpose

of entering

orders providing

for awards

of attorneys’

fees and

Litigation

Expenses to Plaintiff’s Counsel, and enforcing the terms of this Stipulation.

30.

The waiver by

one Party

or UBS of

any breach of

this Stipulation

by any other

Party

or UBS

shall not

be deemed

a waiver

of such

breach by

any other

Party or

UBS or

a waiver

by the

waiving Party or UBS of any other prior or subsequent breach of this Stipulation.

31.

This Stipulation and its

exhibits constitute the entire

agreement among the Parties

and UBS concerning the Settlement and this Stipulation and its exhibits.

32.

This

Stipulation

may

executed

one

counterparts,

including

signature transmitted via facsimile, DocuSign,

or by a .pdf/.tif

image of the signature transmitted

via email.

All executed

counterparts and

each of

them shall

be deemed

to be

one and

the same

instrument.

33.

This Stipulation shall

be binding

upon and inure

to the benefit

of the

successors and

assigns

the

Parties

and UBS,

and the

Released Persons,

and

any

corporation, partnership,

other

entity

into

with

which

any

Party

UBS

may

merge,

consolidate,

reorganize.

The

Parties and

UBS acknowledge

and agree,

for the

avoidance of

doubt, that

the Released

Defendants’

Persons and the Released Plaintiff’s Persons

are intended beneficiaries of this Stipulation and are

entitled to enforce the Releases contemplated by the Settlement.

34.

The construction,

interpretation, operation,

effect,

and validity

of this

Stipulation

and all documents necessary to effectuate

it shall be governed by the

internal laws of the State of

New York

without regard

to conflicts

of laws,

except to

the extent

that federal

law requires

that

federal law govern.

35.

Any action to

enforce this

Stipulation or

any portion

thereof shall be

commenced

and maintained only in this Court.

36.

This

Stipulation

shall

not

construed

strictly

against

one

Party

UBS

than

another merely by

virtue of

the fact that

it, or any

part of it,

may have been

prepared by counsel

for

one of the Parties or UBS, it being recognized that it

is the result of arm’s-length

negotiations among

Plaintiff, Defendants, and UBS

and that Plaintiff, Defendants,

and UBS have

contributed substantially

and materially to the preparation of this Stipulation.

37.

All counsel and all other persons executing this Stipulation and any of the exhibits

hereto, or

any related

Settlement documents, warrant

and represent

that they have

the full authority

and

that

they

have the

authority

take

appropriate

action

required

permitted

taken pursuant to this Stipulation to effectuate its terms.

38.

The Parties

and UBS

agree to

cooperate fully

with one

another to

obtain (and,

necessary,

defend

appeal)

all

necessary

approvals

the

Court

required

this

Stipulation

(including using

their respective

best efforts

to resolve

any objections

raised to

the Settlement),

and to use

best efforts

to promptly

agree upon

and execute all

such other

documentation as may

be reasonably required to obtain

final approval by the Court

of the Settlement. For the avoidance

of doubt, this paragraph does not apply to Plaintiff’s Counsel’s application for a Fee and Expense

Award or Plaintiff’s

application for a Service Award.

39.

any

Party

UBS

required

give

notice

another

Party

UBS

under

this

Stipulation, such notice shall be in writing and shall

be deemed to have been duly given upon receipt

hand

delivery

transmission,

with

confirmation

receipt.

Notice

shall

provided

follows:

If to Plaintiff or

Plaintiff’s Counsel:

Bernstein Litowitz Berger

& Grossmann LLP

Attn: Jeroen

van Kwawegen,

Esq.

1251 Avenue of the Americas

New York,

NY 10020

(212) 554-1400

jeroen@blbglaw.com

If to the Company or UBS:

Cahill Gordon

& Reindel LLP

Attn: Jason Hall, Esq.

32 Old Slip

New York, NY 10005

(212) 701-3000

jhall@cahill.com

If to the Former

Director Defendants:

Blank Rome LLP

Attn: Linda Imes,

Esq.

1271 Avenue of the

Americas

New York,

NY 10020

(212) 885-5000

linda.imes@blankrome.com

If to

Defendants Eric Varvel, David

Miller, and Radhika Venkatraman:

Crowell & Moring LLP

Attn: Daniel

Zelenko, Esq.

Two Manhattan West

375 Ninth Avenue

New York,

NY 10001

dzelenko@crowell.com

If to Defendant

Thomas Gottstein:

Baker McKenzie

LLP

Attn: George Clarke,

Esq.

815 Connecticut Avenue, N.W.

Washington, D.C. 20006

(202) 835-6184

george.clarke@bakermckenzie.com

If to Defendant Lara Warner:

Gibson Dunn

& Crutcher LLP

Attn: Jason J. Mendro, Esq.

1700 M Street, N.W.

Washington, D.C. 20036

(202) 955-8500

jmendro@gibsondunn.com

If to Defendant Brian Chin:

Lankler Siffert & Wohl

LLP

Attn: Charles T. Spada, Esq.

1185 Avenue of the Americas

New York,

NY 10036

(212) 921-8399

cspada@lswlaw.com

40.

Except as otherwise

provided herein, each

Party and UBS shall bear

its own costs.

41.

All agreements made and orders entered

during the course of the Action relating to the

confidentiality of information shall survive this Settlement.

42.

Whether

not

the

Stipulation

approved

the

Court

and

whether

not

the

Stipulation is

consummated, or the

Effective Date

occurs, the

Parties, UBS,

and their

respective

counsel shall use

their best efforts to

keep all negotiations,

discussions, acts performed, drafts,

and

proceedings in connection with the preparation and execution of this Stipulation confidential.

WITNESS

WHEREOF,

the

Parties

and

UBS

have

caused

this

Stipulation

executed, by their duly authorized attorneys, as of August 21, 2025.

[Signatures Beginning on

Next Page]

shareholdersettlementp42i0

Jeremy P.

Robinson

Eric J. Riedel

BERNSTEIN LITOWITZ

BERGER &

GROSSMANN

LLP

1251 Avenue of the Americas

New York,

New York

10020

(212) 554-1400

Counsel for Plaintiff Employees Retirement

System for

the City

of Providence

Herbert S. Washer

Jason M.

Hall

Lauren Perlgut

CAHILL GORDON

& REINDEL LLP

32 Old Slip

New York,

NY 10005

(212) 701-3000

Counsel for Nominal Defendant

Credit Suisse

Group

AG and

UBS Group

AG, as successor

to Credit

Suisse Group

Linda Imes

David Spears

Christopher

Dysard

Michael Donohue

BLANK ROME LLP

1271 Avenue

of the Americas New

York,

New York

10020

(212) 885-5000

Counsel for Defendants

Urs Rohner,

Iris

Bohnet, Christian

Gellerstad,

Andreas Gottschling,

Michael Klein, Shan Li,

Seraina Macia,

Richard

Meddings,

Kai

Nargolwala,

Ana Paula Pessoa,

Joaquin J. Ribeiro, Severin Schwan, and

John Tiner

shareholdersettlementp43i1

Jeroen van Kwawegen

Jeremy P.

Robinson

Eric J. Riedel

BERNSTEIN

LITOWITZ BERGER

GROSSMANN

LLP

1251 Avenue

of the Americas

New York,

New York

10020

(212) 554-1400

Counsel for Plaintiff Employees

Retirement

System for

the City

of Providence

Lauren Perlgut

CAHILL GORDON

& REINDEL

LLP

32 Old Slip

New York,

NY 10005

(212) 701-3000

Counsel for Nominal

Defendant Credit

Suisse

Group

AG and

UBS Group

AG, as successor

to Credit

Suisse Group

Linda Imes

David Spears

Christopher Dysard

Michael Donohue

BLANK ROME LLP

1271 Avenue

of the Americas New

York,

New York

10020

(212) 885-5000

Counsel for Defendants Urs Rohner,

Iris

Bohnet, Christian Gellerstad,

Andreas Gottschling,

Michael Klein, Shan

Li,

Seraina Macia,

Richard

Meddings,

Kai S. Nargolwala,

Ana Paula Pessoa,

Joaquin J.

Ribeiro, Severin Schwan, and

John Tiner

shareholdersettlementp44i1

Jeroen van Kwawegen

Jeremy P.

Robinson

Eric J. Riedel

BERNSTEIN

LITOWITZ

BERGER &

GROSSMANN

LLP

1251 Avenue

of the Americas

New York,

New York

10020

(212)

554-1400

Counsel for

Plaintiff Employees

Retirement

System for

the City

of Providence

Herbert S. Washer

Jason M.

Hall

Lauren Perlgut

CAHILL

GORDON

& REINDEL

LLP

32 Old Slip

New York,

NY 10005

(212)

701-3000

Counsel for Nominal Defendant

Credit Suisse

Group

AG and

UBS Group

AG, as

successor

Michael Donohue

BLANK ROME LLP

1271 Avenue

of the Americas New

York,

New York

10020

(212)

885-5000

Counsel for Defendants Urs Rohner,

Iris

Bohnet, Christian Gellerstad,

Andreas Gottschling, Michael Klein, Shan Li,

Seraina Macia, Richard Meddings,

Kai

Nargolwala, Ana Paula Pessoa,

Joaquin J.

Ribeiro, Severin Schwan, and

John Tiner

shareholdersettlementp45i0

Daniel L. Zelenko

Lisa N. Umans

Robert Mantel

CROWELL

& MORING LLP

Two Manhattan

West

375 Ninth

Avenue

New York,

New York

10001

(212) 223-4000

Counsel for Defendants

Eric Varvel,

David

Miller,

and Radhika

Venkatraman

George

Clarke

Sonya C. Bishop

BAKER & MCKENZIE

LLP

425 Fifth Avenue

New York,

New York

10018

(212) 626-4100

Counsel for Defendant

Thomas P.

Gottstein

Jason J.

Mendro

GIBSON, DUNN

& CRUTCHER

LLP

1700 M

Street, N.W.

Washington,

D.C. 20036

(202) 955-8500

Counsel for

Defendant

Lara J.

Warner

Charles T.

Spada

Gabrielle S.

Friedman

Derek Chan

LANKLER SIFFERT & WOHL LLP

1185 Avenue of the Americas

New York,

New York

10036

(212) 921-8399

Counsel for Defendant Brian Chin

shareholdersettlementp46i1

Daniel L.

Zelenko

Lisa N. Umans

Robert Mantel

CROWELL & MORING LLP

Two Manhattan West

375 Ninth Avenue

New York, New York

10001

(212) 223-4000

Counsel for Defendants

Eric Varvel, David

Miller,

and Radhika Venkatraman

George Clarke

Sonya C.

Bishop

BAKER & MCKENZIE LLP

425 Fifth Avenue

New York, New York

10018

(212) 626-4100

Counsel for Defendant Thomas

Gottstein

Jason J. Mendro

GIBSON, DUNN & CRUTCHER LLP

1700 M Street, N.W.

Washington, D.C. 20036

(202) 955-8500

Counsel for Defendant Lara J. Warner

Charles T. Spada

Gabrielle S.

Friedman

Derek Chan

LANKLER SIFFERT & WOHL LLP

1185 Avenue of the Americas

New York,

New York

10036

(212) 921-8399

Counsel for Defendant Brian Chin

shareholdersettlementp47i1

Daniel L.

Zelenko

Lisa N. Umans

Robert Mantel

CROWELL & MORING LLP

Two Manhattan West

375 Ninth Avenue

New York, New York

10001

(212) 223-4000

Counsel for Defendants

Eric Varvel, David

Miller,

and Radhika Venkatraman

George Clarke

Sonya C.

Bishop

BAKER & MCKENZIE LLP

425 Fifth Avenue

New York, New York

10018

(212) 626-4100

Counsel for Defendant Thomas

Gottstein

Washington, D.C. 20036

(202) 955-8500

Counsel for Defendant Lara J. Warner

Charles T. Spada

Gabrielle S.

Friedman

Derek Chan

LANKLER SIFFERT & WOHL LLP

1185 Avenue of the Americas

New York,

New York

10036

(212) 921-8399

Counsel for Defendant Brian Chin

shareholdersettlementp48i1

Daniel L.

Zelenko

Lisa N. Umans

Robert Mantel

CROWELL & MORING

LLP

Two Manhattan West

375 Ninth Avenue

New York, New York

10001

(212) 223-4000

Counsel for Defendants Eric Varvel,

David

Miller,

and Radhika Venkatraman

George Clarke

Sonya C.

Bishop

BAKER & MCKENZIE LLP

425 Fifth Avenue

New York, New York

10018

(212) 626-4100

Counsel

for

Defendant

Thomas

Gottstein

Jason J. Mendro

GIBSON, DUNN &

CRUTCHER LLP

1700 M Street, N.W.

Washington, D.C. 20036

(202) 955-8500

Counsel for

Defendant

Lara J.

Warner

Gabrielle S.

Friedman

Derek Chan

LANKLER SIFFERT & WOHL LLP

1185 Avenue of the Americas

New York,

New York

10036

(212) 921-8399

Counsel for Defendant

Brian Chin

SIGNATURES

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

registrants have duly

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

duly authorized.

UBS Group AG

By:

/s/ David Kelly

Name:

David Kelly

Title:

Managing Director

By:

/s/ Ella Copetti-Campi

Name:

Ella Copetti-Campi

Title:

Executive Director

Date:

August 29, 2025