10279448089-v20
116
70-41069139
15.
NOTICES
(a)
So long
as the
Notes are
listed on
the SIX
Swiss Exchange,
notices to
Holders shall
be
given by
the Issuer
(i) by means
of electronic
publication on
the internet
website of
SIX
Exchange Regulation Ltd (
https://www.ser-ag.com
), where notices are
as at the
Issue Date
published
under
the
address
https://www.ser-ag.com/en/resources/notifications
-market-
participants/official-notices.html#/
, or (ii) otherwise in accordance with the regulations of
the SIX Swiss Exchange. Any notice will be validly given on the date of such publication
or, if published more than once, on the date of the first such publication.
(b)
If the Notes are for any reason no longer listed
on the SIX Swiss Exchange:
(i)
if the Notes
are represented
by one or
more Global
Certificates deposited with
a
custodian for
DTC, notices
to Holders
shall only
be required
to be
given by
the
Issuer in accordance with clause (c) of this Condition 15; or
(ii)
if the
Global Certificate(s)
have been
exchanged for
Definitive Certificates,
the
Issuer shall send notices to
Holders by first class
mail at their respective addresses
as recorded in the
Register, and any such notice will
be validly given on the
fourth
Business Day after the date of such mailing.
(c)
So long as the Notes
are represented by one
or more Global Certificates deposited
with a
custodian for DTC, any notices
required to be given
by the Issuer to
the Holders hereunder
shall also be given to
the Indirect Holders through the
Fiscal Agent to DTC
for forwarding
to the
Indirect Holders.
Any such
notice will
be validly
given on
the date
of delivery
to
DTC in accordance with DTC's applicable procedures.
16.
ISSUER SUBSTITUTION
(a)
The
Issuer
(for purposes
of
this Condition
16,
the "
consent of the Holders, substitute any
entity (whether or not such
entity is organised under
the
laws
of
Switzerland)
(such
substitute
entity,
the
"
principal debtor
under the
Notes upon
giving no
more than
30 and
no less
than 10
days'
notice to the Holders in accordance with Condition 15 (
Notices
),
provided
that:
(i)
the
Substitute
Issuer
is
UBS
Group
AG
or,
if
the
Substitute
Issuer
is
not
UBS
Group
AG,
(A)
an
exemption
exists
from
the
requirement
to
register
the
Substitute Issuer
as an
investment company
under the
US Investment
Company
Act, and (B) at least
95 per cent. of the Substitute
Issuer's capital and voting rights
are held, directly or indirectly,
by UBS Group AG;
(ii)
the
Current
Issuer
is not
in default
in
respect of
any
amount
payable
under
the
Notes at the time of such substitution;
(iii)
if the
Substitute Issuer
is not
UBS Group
AG, UBS
Group AG
has irrevocably
and
unconditionally
guaranteed
to
the
Holders,
pursuant
to
article
111
of
the
Swiss
Code
and
on
a
subordinated
basis
corresponding
to
),
(A)
the
due
and
punctual
payment
of
principal
and
interest
and
all
other
amounts
due
and
payable
by
the
Substitute
Issuer
under,
or in
respect
of, the
Notes
upon receipt
of the
written
request
for
payment
of the
relevant amount,
and (B)
upon the
occurrence of
a Conversion,
the
due
delivery
of
the
Ordinary
Shares
required
to
be
delivered
pursuant
to
Condition 9 (
Conversion
), and on the terms whereby
subclause (iii) of Condition
Cancellation
of
interest;
prohibited
interest
),
subclause
(d)(ii)(C)
of
Conversion
Taxation
Default
) apply to
UBS Group AG
and
to
its
obligations
under
such
guarantee
either
by
making
the
necessary
consequential
amendments
to
such
Conditions
or
including
such
Conditions
applicable to UBS Group
AG and to its obligations
under such guarantee in such
guarantee itself, as applicable;
(iv)
the Current Issuer and the Substitute Issuer (A) have entered into such documents
(the "
Substitution Documents
") as are necessary to give effect to such