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May 5, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Registration Statement on Form F-4
Filed April 26, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Questions and Answers, page 6
1.Please add disclosure here and in the Risk Factors section that describes any material
interests that the UBS Group AG and Credit Suisse executive officers and directors have
in the business combination that may be different from, or in addition to, those of the UBS
Group AG and Credit Suisse shareholders, respectively.  Also include quantitative
information regarding any change of control provisions under agreements, plans or
arrangements applicable to Credit Suisse executive officers and directors that would be
triggered by the Merger Agreement.
2.Please add a question and answer that describes how shareholders holding twenty-two or
fewer Credit Suisse ordinary shares may request to receive one UBS Group AG ordinary
share upon payment of the difference between the Share Fraction Rights and one UBS

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Group AG ordinary share.  Please also tell us how you considered the registration
requirements of the Securities Act with respect to these shares.  We note that Section 3.2.3
of the Merger Agreement states that this provision is available "where permitted by law
without registration or qualification of the UBS Shares . . . ." Finally, please clarify
whether this provision will be available to investors who hold ADSs.
When will Credit Suisse shareholders receive their merger consideration, page 7
3.Please tell us whether you will identify the Exchange Agent prior to the effectiveness of
the registration statement.
Is the exchange ratio subject to adjustment based on changes, page 7
4.Please disclose here and on the cover page the aggregate number and the aggregate value
of the UBS Group AG ordinary shares that Credit Suisse shareholders will receive
pursuant to the Merger Agreement.
Prospectus Summary, page 11
5.Please expand your disclosure in this section to include summaries of the following
information, and, in an appropriate section of your prospectus, please include more
detailed discussions of the items listed below so that investors understand the terms both
of the Merger Agreement and the related agreements as well as the characteristics of the
combined company:

•a description of the Special Ordinance and related measures, and of the various
agreements and "separate arrangements" pertaining to this transaction, including (i)
the liquidity facilities provided by the Swiss National Bank and guarantees by the
Swiss Confederation, (ii) the guarantee by the Swiss Confederation in favor of UBS
Group AG for CHF 9 billion if losses incurred by UBS Group AG on certain non-
core assets held by Credit Suisse entities exceed CHF 5 billion, (iii) the agreement
that, in the event such losses exceed CHF 14 billion, UBS Group AG and the Swiss
government will discuss entering into a profit-loss sharing agreement, (iv) FINMA's
agreement to grant a transitional period for UBS Group AG to comply with the
required capital buffers, (v) the FINMA decree ordering Credit Suisse to write-down
the principal and interest of all of Credit Suisse's AT1 securities, and (vi) the
expiration date of the Ordinance as well as the approvals necessary to extend the
Ordinances beyond the expiration date.

•a description of the combined company, including, for example, (i) the management
of the combined company, including a description of the newly created role of Group
Risk Control Head of Integration, (ii) the amount of invested assets of the wealth
management segment of the combined company, including any balancing language
necessary due to continued Credit Suisse outflows, (iii) the size of the Investment
Bank segment, including your plans to move the majority of Credit Suisse Markets

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positions to non-core and to exit Credit Suisse's Non-Core Unit and Securitized
Products Group, (iv) the combined company's market share of the Swiss home
market, including whether you intend to fully integrate into a single brand in the
Swiss home market or internationally, (v) the possible spin-off of any material Credit
Suisse business units, and (vi) a description of your cost reduction plans, including a
summary of how you intend to reach these goals and by when.
The Transaction and the Merger Agreement, page 12
6.Please consider including a diagram showing the corporate structure of the parties before
and after the merger.
Treatment of Credit Suisse Equity Awards, page 12
7.Please disclose here whether the exchange ratio of the merger will be applied to the Credit
Suisse equity awards, options and share appreciation rights that you intend to convert to
UBS Group AG equity awards, options and share appreciation rights.
Background and Reasons for the Transaction, page 13
8.Please revise your disclosure on page 13 to include a summary of the background of the
merger and each party's reasons for the transaction, including a description of the positive
and negative factors considered by your board of directors and Credit Suisse's board of
directors prior to approving the Merger Agreement.
Approvals Required for the Transaction, page 15
9.Please revise to clarify here and on page 33 the approvals and conditions that may be
waived by UBS Group AG or Credit Suisse.  In addition, please provide a brief summary
of the FINMA "separate arrangements" referenced in the first bullet point on page 15.
Also, for each of the pending approvals, please provide the date it was submitted, and, if
known, an estimate of when you will receive notice regarding each approval.
Termination of the Merger Agreement, page 17
10.Please revise to include a summary of the solicitation provisions described on page 47, the
Termination Fee Events and the Termination Fee.  Please also provide, in this context, a
summary of the FINMA Bail-In Measures Condition in the Merger Agreement.
Comparison of Rights of UBS Group AG Shareholders and Credit Suisse Shareholders, page 17
11.Please revise your disclosure on page 17 to include a summary of the material differences
in the rights of Credit Suisse shareholders and UBS Group AG shareholders.
Risk Factors, page 18
12.Please add a risk factor that addresses the risks related to the termination date of the

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Special Ordinance six months after commencement if the date is not extended by the
Swiss government.  Please clarify whether and how any related agreements or separate
arrangements then in place would be affected by termination of the Special Ordinance,
and whether termination would give rise to your ability to terminate the Merger
Agreement.
13.Please add a risk factor that addresses the material risks related to the due diligence
process in connection with the merger.  In this regard, we note that the Recitals to the
Merger Agreement state that the very accelerated timeframe within which the negotiations
took place did not allow for the performance of customary due diligence.
14.Please add a risk factor that addresses the potential continued or increased outflows of
deposits or net assets of Credit Suisse or the combined company. In this regard, we note
disclosure in Credit Suisse's Form 6-K furnished April 24, 2023.
15.Please address the material risks inherent in the factors that contributed to the
determination of the merger consideration cited in Section 3.1.3 of the Merger Agreement.
For example, we note the reference to the extreme uncertainty of the market environment
in which negotiations took place.
16.Please add separate risk factors to address each material risk associated with the
integration of UBS Group AG and Credit Suisse.  In this regard, we note your disclosure
in the first full paragraph on page 20.
17.Please add a risk factor that addresses the material risks related to the write-down of the
principal and interest of all Credit Suisse AT1 securities.  For example, consider
discussing material legal risks relating to the write-down, as well as pricing or liquidity
risks relating to the combined company's ability to issue AT1 securities in the future.
Certain contractual counterparties may seek to modify contractual relationships, page 19
18.Please expand this risk factor to address whether any counterparties have sought to
terminate or modify material contractual obligations or to discontinue the relationship
with Credit Suisse or UBS Group AG in connection with the merger, and please disclose
whether any counterparties have material contractual rights that will be triggered as a
result of the transaction.  Similarly, please revise the next risk factor entitled "Certain
UBS Group AG and Credit Suisse agreement(s) . . . " to identify whether you or Credit
Suisse have material agreements that contain change of control or anti-assignment
provisions that are triggered by the transaction, and, if so, whether you or Credit Suisse
have obtained the necessary waivers or consents required pursuant to such agreements.
Completion is subject to conditions and there is no assurance such conditions will be satisfied,
page 19
19.Please expand this risk factor or add a separate risk factor that addresses the material risks
to you and Credit Suisse if the merger is not consummated.

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May 5, 2023
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UBS Group AG may not realize all of the expected cost reductions, page 19
20.Please include disclosure regarding the type of cost reductions and benefits the company
identified as part of the acquisition. In addition, ensure appropriate balancing disclosure is
included in the filing identifying any potential dis-synergies, uncertainties and risks
associated with the achievement and timing of attaining those reductions and benefits. For
example, we note similar commentary and disclosure included in the UBS Group AG
Form 6-K furnished on March 20, 2023 referring to a potential $8 billion of run rate cost
reductions by 2027.
UBS Group AG and Credit Suisse may have difficulty attracting, page 20
21.Please revise to briefly describe the restrictions that the Swiss Federal Department of
Finance has placed on the compensation of certain employees of Credit Suisse.
The Combined Group will have significant ongoing litigation and investigation matters, page 23
22.Please revise to include a summary of the material ongoing litigation and investigation
matters regarding UBS Group AG and Credit Suisse, including quantitative information, if
known.
UBS Group AG and Credit Suisse may incur substantial tax liabilities in connection with the
transaction, page 24
23.Please revise to discuss any reasonably likely causes that would result in the tax value of
the participations taken over by UBS Group AG to increase, which may lead to Swiss
corporate income tax exposure on the increase in value.  Additionally, please revise to
provide quantification of material risks to allow an investor to understand the magnitude
of the risks and potential impact on your financial condition and results of operations in
future periods.
The Merger, page 30
24.Please describe the material terms of the agreements related to (i) the liquidity facilities
from the Swiss National Bank and the guarantees by the Swiss Confederation, (ii) the
guarantee by the Swiss Confederation in favor of UBS Group AG for CHF 9 billion if
losses incurred by UBS Group AG on certain non-core assets held by Credit Suisse
entities exceed CHF 5 billion, (iii) the agreement that, in the event such losses exceed
CHF 14 billion, UBS Group AG and the Swiss government will discuss entering into a
profit-loss sharing agreement, and (iv) FINMA's agreement to grant a transitional period
for UBS Group AG to comply with the required capital buffers. In addition, please
advise whether you intend to file each of these agreements as exhibits to your registration
statement.

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UBS Group AG
May 5, 2023
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Background and Reasons for the Transaction, page 31
25.We note your disclosure that Credit Suisse has experienced a substantial wave of deposit
and net asset outflows and, further, that Credit Suisse obtained liquidity by borrowing
against collateral from the Swiss National Bank under its emergency liquidity assistance
facility. Please expand your disclosures to provide quantitative details during relevant or
impacted periods leading up to the Merger Agreement similar to disclosure that is
included in the Form 6-K submitted by Credit Suisse Group AG on April 24, 2023. In this
regard, we note that disclosures in the referenced Form 6-K quantify the net asset and
deposit outflows occurring during the first quarter of 2023, as well as Swiss National
Bank facility borrowing and repayment activities.
26.Please supplement your disclosure to describe any material events, transactions or
activities occurring subsequent to March 19, 2023 that have been completed or are
reasonably likely to cause reported financial information not to be necessarily indicative
of future operating results or of future financial condition. For example, and without
limitation, we note disclosure in the Form 6-K furnished by Credit Suisse Group AG on
April 24, 2023 relating to a sale of a significant part of the Securitized Products Group to
entities and funds managed by affiliates of Apollo Global Management, and to the
agreement to terminate the acquisition of The Klein Group, LLC.
27.Please expand the disclosure in this section to address the following:

•provide greater detail regarding the activities of the Strategy Committee, including
what "developments" were reviewed between October 2022 and February 2023, the
reasons such reviews were initiated and the reasons that management, at the direction
of the Strategy Committee, undertook a preliminary assessment of what
consequences a transaction with Credit Suisse would have, and provide a brief
description of the "preliminary assessment" presented to the Strategy Committee on
December 19, 2022;

•clarify why, in February 2023, the UBS Group AG board of directors believed that it
could be required to acquire Credit Suisse and why teams including UBS Group AG
personnel, external legal advisors and Morgan Stanley prepared in January to mid-
March 2023 possible legal structures and financial analyses for an acquisition of
Credit Suisse by UBS Group AG actively supported by the Swiss government;

•identify the key representatives from UBS Group AG and Credit Suisse that attended
each of the meetings disclosed in this section;

•discuss the other "possible options" that the Government