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May 26, 2023
Sergio P. Ermotti
Group Chief Executive Officer
UBS Group AG
Bahnhofstrasse 45, 8001
Zurich, Switzerland
Re:UBS Group AG
Amendment No. 2 to
Registration Statement on Form F-4
Filed May 23, 2023
File No. 333-271453
Dear Sergio P. Ermotti:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Prospectus Summary
Conditions to the Transaction, page 20
1.Refer to your response to comment 1.  Please clarify the following regarding the liquidity
assistance measures described here and on pages 42 and 43:

•the nature of the assets that collateralize the amount currently drawn under the
emergency liquidity facility and the relevant interest rate(s);

•with respect to the amounts drawn currently under the emergency liquidity assistance,

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 2
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 2
the approximate percentage guaranteed by the Swiss confederation;

•whether Credit Suisse and UBS Group AG may each borrow up to CHF 100 billion
under the ELA+ or whether the amount drawn by Credit Suisse and UBS Group
AG will be aggregated together such that the total amount may be no more than CHF
100 billion.  In this regard, we note your disclosure on page 20 that refers to "up to
CHF 100 billion of ELA+ from the [Swiss National Bank] provided to Credit Suisse
and UBS Group AG";

•whether only Credit Suisse may borrow under the PLB.  In this regard, we note your
disclosure on page 20 that states that "Credit Suisse also has the right to access . . . up
to CHF 100 billion from the PLB"; and

•whether pursuant to the PLB, Credit Suisse must pay to the Confederation a risk
premium of 1.5% per year of the amount actually drawn, in addition to the
commitment premium for the default guarantee of 0.25% per year of the amount
of CHF 100 billion and interest payable to SNB.  In addition, on page 43, clarify that
by "SNB policy rate" you are referring to the publicly available rate on the Swiss
National Bank website at
https://www.snb.ch/en/iabout/stat/statpub/zidea/id/current_interest_exchange_rates#t
2.  In this regard, we note your disclosure on page 43 that borrowing under the ELA+
and PLB bear interest at the "SNB policy rate" plus 3% per annum.
Risks Factors
If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 26
2.Refer to your response to comment 6.  We note the description on page 19 of the separate
arrangements with FINMA “regarding adjustments or transitional measures to the
combined company's prudential requirements, risk-weighted assets, calculations and other
capital measures.”  Please revise to separately identify each of the requirements and
measures under negotiation, and explicitly state whether the lapse of the Special
Ordinance would make the benefits of the Loss Protection Agreement or FINMA's
“adjustments or transitional measures” unavailable after September 17, 2023 as well as the
resulting material impacts to the combined company.  We note your disclosure that
"specific measures that were taken on the basis of the Special Ordinance, including the
existing ELA+ and PLB provided to Credit Suisse, will continue to apply."  Please
balance this statement by disclosing any material uncertainties as to whether such
measures would continue to apply.  Finally, please revise your disclosure here and in
the Prospectus Summary section to state that any additional loss sharing agreement,
including the profit sharing and loss agreement disclosed on pages 43 and 44 would
require an approval by the Swiss Parliament in the ordinary legislative procedure and was
not included in the Special Ordinance, as indicated in your response to prior comment 6.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 3
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 3
Background and Reasons for the Transaction, page 41
3.Refer to your response to prior comment 3 and to the penultimate paragraph on page 42
where you discuss support from the Government Representatives as an issue to be
addressed when UBS Group AG indicated that it was prepared, in principle, to undertake
the transaction.  Please further revise your disclosure to describe the specific “requested
adjustments or transitional measures” to the prudential requirements and other capital
interpretations as referenced on page 29.  In addition, we note your disclosure on page 47
that "[t]o the extent any of the . . . other measures are material and are finalized prior to
the effectiveness of the registration statement, UBS Group AG will disclose such material
terms in an amendment to the registration statement and any material contracts entered
into prior to effectiveness of the registration statement will also be filed as exhibits in a
pre-effective amendment to the registration statement."  Please revise to describe the
"other measures."
Explanatory notes on pro forma condensed combined financial information
Note 3: Transaction accounting adjustments, page 80
4.Refer to your response to comment 13.  If true, please revise to clarify that there were no
material differences in the transaction accounting adjustments for accrual-accounted
financial instruments using valuation inputs and assumptions as of December 31, 2022 as
compared to March 31, 2023.  Alternatively, please revise to use valuation inputs and
assumptions as of March 31, 2023 for all fair valued financial instruments and other assets
and liabilities, consistent with the requirements in 11-02(a)(6)(i)(1) of Regulation S-X.
General
5.We note your response to the penultimate bullet of prior comment 1.  Although you do not
expect any material developments with respect to the separate arrangements or other
measures to happen between effectiveness of the registration statement and completion of
the transaction, please confirm if any material developments do occur during that time
period you will file prospectus supplements under Rule 424(b) reporting them, including
any event that is also reported on an current or periodic report filed as required by the
Exchange Act.

 FirstName LastNameSergio P.  Ermotti
 Comapany NameUBS Group AG
 May 26, 2023 Page 4
 FirstName LastName
Sergio P.  Ermotti
UBS Group AG
May 26, 2023
Page 4
            You may contact Michael Volley at 202-551-3437 or Robert Klein, Accounting Branch
Chief, at 202-551-3847 if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski at 202-551-3666 or Pamela Long, Senior
Advisor, at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance