REG-UBS AG UBS Completes Credit Suisse Acquisition

UBS AGAnnouncement

12/06/2023 08:30

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UBS Completes Credit Suisse Acquisition


 * Combined entity now operates as consolidated banking group

 * Today marks last trading day of Credit Suisse shares on SIX Swiss Exchange

 * Shareholders to receive 1 UBS share for every 22.48 Credit Suisse shares

 * Board of Directors nominations announced for certain Credit Suisse entities,
including Credit Suisse AG

 * UBS expects its CET1 capital ratio throughout 2023 to be around 14%

 

Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation
Listing Rules

UBS (NYSE:UBS) (SWX:UBSN) has completed the acquisition of Credit Suisse
today, crossing an important milestone. Credit Suisse Group AG has been merged
into UBS Group AG and the combined entity will operate as a consolidated
banking group.

Today marks the last trading day of Credit Suisse Group AG shares on the SIX
Swiss Exchange. Credit Suisse Group AG ADS will no longer be traded on the New
York Stock Exchange. As announced on 19 March 2023, Credit Suisse shareholders
will receive 1 UBS share for every 22.48 Credit Suisse shares held.

As previously announced, UBS will operate the following governance model
pending further integration:


 * UBS Group AG will manage two separate parent banks – UBS AG and Credit
Suisse AG. Each institution will continue to have its own subsidiaries and
branches, serve its clients and deal with counterparties.

 * The Board of Directors and Group Executive Board of UBS Group AG will hold
overall responsibility for the consolidated group.

As it completes the acquisition, UBS announces Board of Director nominations
for certain Credit Suisse entities. Subject to regulatory approval, the Credit
Suisse AG Board will consist of Lukas Gähwiler (Chair), Jeremy Anderson
(Vice-Chair), Christian Gellerstad (Vice-Chair), Michelle Bereaux, Mirko
Bianchi (until 30 June 2023), Clare Brady, Mark Hughes, Amanda Norton and
Stefan Seiler.

Colm Kelleher, UBS Group AG Chairman, said: “I‘m pleased that we’ve
successfully closed this crucial transaction in less than three months,
bringing together two global systemically important banks for the first time.
We are now one Swiss global firm and, together, we are stronger. As we start
to operate the consolidated banking group, we’ll continue to be guided by
the best interests of all our stakeholders, including investors. Our top
priority remains the same: to serve our clients with excellence.”

Sergio P. Ermotti, CEO of UBS Group AG, added: “Today we welcome our new
colleagues from Credit Suisse to UBS. Instead of competing, we’ll now unite
as we embark on the next chapter of our joint journey. Together, we’ll
present our clients an enhanced global offering, broader geographic reach and
access to even greater expertise. We’ll create a bank that our clients,
employees, investors and Switzerland can be proud of.”

UBS expects its CET1 capital ratio to be around 14% in the second quarter of
2023 and to remain around that level throughout 2023. It anticipates that
Credit Suisse’s operating losses and significant restructuring charges will
be offset by reductions in RWA.

In the future, UBS will report consolidated financial results for the combined
group under IFRS in USD. The second-quarter 2023 earnings will be communicated
on 31 August 2023.

The presentation summarizing the pro forma financial information contained in
the F-4 registration statement has been updated to reflect the latest and
final amendment to the registration statement.

Disclaimer

This document and the information contained herein are provided solely for
information purposes, and are not to be construed as a solicitation of an
offer to buy or sell any securities or other financial instruments in
Switzerland, the United States or any other jurisdiction. No investment
decision relating to securities of or relating to UBS Group AG, UBS AG or
their affiliates should be made on the basis of this document. UBS undertakes
no obligation to update the information contained herein.

This document contains statements that constitute “forward-looking
statements.” While these forward-looking statements represent UBS’s
judgments and expectations concerning the matters described, a number of
risks, uncertainties and other important factors could cause actual
developments and results to differ materially. For a discussion of the risks
and uncertainties that may affect UBS’s future results please refer to the
“Risk Factors” and other sections of UBS’s most recent Annual Report on
Form 20-F, quarterly reports and other information furnished to or filed with
the US Securities and Exchange Commission on Form 6-K. UBS’s Annual Report
on Form 20-F, quarterly reports and other information furnished to or filed
with the US Securities and Exchange Commission on Form 6-K are also available
at the SEC’s website: www.sec.gov
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.

UBS Group AG

Investor Relations:

Switzerland: +41-44-234 41 00

Media Relations:

Switzerland: +41-44-234 85 00

UK: +44-207-567 47 14

Americas: +1-212-882 58 58

APAC: +852-297-1 82 00

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