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CORRESP
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CORRESP

 Marc O. Williams

 +1 212 450 6145

marc.williams@davispolk.com

 Davis Polk & Wardwell LLP

 450
Lexington Avenue

 New York, NY 10017

 May 16, 2023

Re: UBS Group AG

 Registration Statement on Form
F-4

 Filed April 26, 2023

File No. 333-271453

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, DC 20549

 Ladies and Gentlemen:

On behalf of our client, UBS Group AG (“UBS Group AG”), this letter sets forth UBS Group AG’s responses to the comments provided by the
Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) relating to UBS Group AG’s Registration Statement on Form
F-4 (the “Registration Statement”) contained in the Staff’s letter dated May 5, 2023 (the “Comment Letter”). In response to the comments set forth in the Comment
Letter, UBS Group AG has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) together with
this response letter. The Amended Registration Statement also contains certain additional updates and revisions.

 For the convenience of the Staff, each
comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to page numbers and captions in the Amended
Registration Statement.

 Registration Statement on Form F-4 filed April 26, 2023

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.

Response:
 UBS Group AG respectfully confirms to the Staff that the executive officers and directors of UBS Group AG do
not have any material interests in the transaction that may be different from, or in addition to, those of UBS Group AG’s shareholders.

 With respect to material interests
of the executive officers and directors of Credit Suisse Group in the transaction that may be different from, or in addition to, those of Credit Suisse’s shareholders, UBS Group AG respectfully notes that Item 18 of Form F-4 is not applicable
to the Amended Registration Statement since proxies, consents and authorizations are not to be solicited. Notwithstanding the foregoing, UBS Group AG has revised the disclosure on pages 8, 9 and 25 of the Amended Registration Statement to include
additional information with respect to certain material interests of the executive officers and directors of Credit Suisse Group in the transaction that may be different from, or in addition to, those of Credit Suisse’s shareholders that has
been provided by Credit Suisse and UBS Group AG is to able to provide at this time.

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 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.

Response:
 As the Staff noted, 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.” For this reason, the disclosure on page 45 of the Registration Statement noted that the provision would be available only to “[c]ertain
Credit Suisse shareholders” (emphasis added). UBS Group AG confirms that the provision is not available to holders of Credit Suisse ordinary shares in the United States and is also not available to holders of Credit Suisse ordinary shares
represented by Credit Suisse ADSs. UBS Group AG has revised the disclosure on page 56 of the Amended Registration Statement to clarify this point. Mention is made of this provision in the description of the Merger Agreement only for completeness. As
the provision is not available to holders of Credit Suisse ordinary shares in the United States and is also not available to holders of Credit Suisse ordinary shares represented by Credit Suisse ADSs, UBS Group AG respectfully believes that a
question and answer on this topic is not relevant and could be confusing to investors.

 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.

Response:
 UBS Group AG confirms that UBS AG has been engaged as the exchange agent. In response to the Staff’s
comment, UBS Group AG has revised the disclosure accordingly on page 4 of the Amended Registration Statement.

 Is the exchange ratio
subject to adjustment based on changes, page 7

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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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages the cover
page and page 7 of the Amended Registration Statement.

 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:

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 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 15 and 39-42 of the
Amended Registration Statement.

 UBS Group AG respectfully advises the Staff that the Special Ordinance is an
order of the Swiss Federal Council and was implemented under extenuating circumstances, as detailed in the section entitled “Background and Reasons for the Transaction” of the Amended Registration Statement, as previously
discussed with you and also as widely reported in the media. Since the announcement of the transaction, UBS Group AG has been in active discussions with the Swiss government and its representatives to detail and document the parameters of the
various measures included in the Special Ordinance that are identified in the Staff’s comment. These discussions and processes are still underway and the outcome of the discussions is not yet known. UBS Group AG accordingly believes that
disclosure relating to these matters beyond what is included in the Amended Registration Statement would be premature, potentially misleading and disruptive to the ongoing discussions.

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 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 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

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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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15 and 47
of the Amended Registration Statement. UBS Group AG respectfully advises the Staff that planning with respect to the integration of Credit Suisse and its businesses into UBS Group AG and its businesses is underway and certain final decisions
(including with respect to the matters identified in the Staff’s comment but not addressed in the Amended Registration Statement) have not yet been made and, accordingly, further disclosure relating to these matters would be premature and
potentially misleading.

 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 13 of the
Amended Registration Statement.

 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 14 and 56
of the Amended Registration Statement.

 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15 and 42
of the Amended Registration Statement with respect to UBS Group AG’s reasons for the transaction, including a description of the positive and negative factors considered by UBS Group AG’s board of directors prior to approving the Merger
Agreement, as well as the reasons the Credit Suisse board of directors determined that at the time entering into the merger agreement with UBS Group AG was the only option available to Credit Suisse. As detailed in the section entitled
“Background and Reasons for the Transaction” of the Amended Registration Statement, the Government Representatives had indicated that Credit Suisse (a Global Systemically Important Bank) would need to be placed into resolution or
into bankruptcy without a rescue and a resolution or bankruptcy of Credit Suisse, which would have resulted in Credit Suisse shareholders receiving no consideration as well as a very severe negative impact on the financial markets and the banking
system in Switzerland and around the world. UBS Group AG also notes that, as a result of the Special Ordinance, the transaction will be implemented without the need for the approval of UBS Group AG shareholders or

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Credit Suisse shareholders. Therefore, UBS Group AG respectfully believes that providing the additional information identified in the Staff’s comment with respect to Credit Suisse would not
be material to an understanding of the background of the transaction and of Credit Suisse’s reasons for entering into the transaction.

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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure on pages 18 and 44-45 of the
Amended Registration Statement. As noted in UBS Group AG’s response to Comment No. 5 above, discussions with the Swiss government and its representatives to detail and document the parameters of the various measures included in the Special
Ordinance are still underway and the outcome of the discussions is not yet known. UBS Group AG accordingly believes that providing additional detail relating to the FINMA “separate arrangements” beyond what is already included in the
Amended Registration Statement would be premature, potentially misleading and disruptive to the ongoing discussions.

 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 19 and 20
of the Amended Registration Statement.

 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 20 of the
Amended Registration Statement.

 Risk Factors, page 18

12.
 Please add a risk factor that addresses the risks related to the termination date of the 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.

Response:
 In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 23 of the
Amended Registration Statement.

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.

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Response:
 In response to the Staff’s comment, UBS Group AG has revised the