Trigger Event
or Viability
Event
All outstanding issuances under the DCCP (or,
in case of a Trigger Event (as de-
fined below), all outstanding awards under the DCCP in relation
to which a Trig-
ger Event has occurred) will be automatically and permanently
written down to
zero, no further amounts will be due or paid thereunder
and such awards will be
permanently cancelled, if:
a)
the reported Common Equity Tier 1 ratio
of the Group set forth in UBS
Group AG 's quarterly financial accounts, results, the annual report,
or in
any reviewed interim measurement published upon the instruction
of the
Swiss Financial Market Supervisory Authority FINMA ("FINMA"),
falls be-
low 7% or, with respect to grants
awarded to Group Executive Board
members, 10%, as of the relevant balance sheet date (each, a "Trigger
Event");
b)
FINMA provides UBS Group AG with written notice of its
determination
that amounts outstanding under the DCCP are required to be written
down to prevent the insolvency,
bankruptcy or failure of UBS Group AG;
or
c)
UBS Group AG has received a commitment of direct or
indirect extraordi-
nary support from the public sector that FINMA has determined
and con-
firmed in writing to UBS Group AG is necessary to prevent the
insolven-
cy, bankruptcy or failure
of UBS Group AG (an event described in clause
(b) or (c), a "Viability Event").
Conditional
Redemption
Subject to the conditions set out under "Trigger
Event or Viability Event" and "For-
feiture and Vesting Provisions"
and except as mentioned below,
the Issuer may,
at its sole discretion, redeem any issuance by way of either a cash
payment or
delivery of AT1 securities
on the First Call Date, provided that, where the Issuer
has elected to redeem an issuance by way of a cash payment,
a redemption will
not occur until FINMA has approved it.
DCCP issuances to SMFs may be redeemed by the Issuer
on the same basis, in
equal quantities on 1 March 2030 and 1 March 2031.
However, the following
exceptions will apply:
a)
For SMFs who are members of the Group Executive Board, the
DCCP Is-
suances may be redeemed on the same basis with 13%
redeemed on 1
March 2030 and 87% redeemed on 1 March 2031;
b)
For certain designated below-GEB SMFs, the DCCP Issuances
may be
redeemed on the same basis with 20% redeemed on 1
March 2030 and
80% redeemed on 1 March 2031.
In case of a
redemption by way
of delivery of securities,
the securities will
be per-
petual
AT1
securities
issued
or guaranteed
by UBS
or
any other
member
of the
Group
with
substantially
the
same
terms
and
provisions
consistent
with
the
No-
tional
Bond,
including
but
not
limited
to,
the
same
Trigger
and
Viability
Events.
Furthermore, the aggregate
value of the
AT1
securities shall, subject
to rounding,
equal the value of the Notional
Bond (net of any applicable taxes
and social secu-
rity contributions).
For issuances granted
to US taxpayers,
redemption will be
on the First
Call Date,
or for US-based
SMFs on
1 March 2030
and 1 March
2031 as mentioned
above,
such
that
if
FINMA
approval
for
any
cash
settlement
has
not
been
given
at
the
applicable point
in time,
issuances
must be
settled by
delivery of
AT1
securities,
on or about that
date. Any AT1
securities delivered
at settlement shall
be market-
able
subordinated
UBS
Group
AG
debt
instruments
in
the
AT1
category
having
such terms and provisions consistent with the
Notional Bond terms and provisions
as
determined
by
UBS
Group
AG
in
its
sole
discretion
on
or
prior
to
the
Grant
Date.