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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 23, 2023

Re:
 UBS Group AG

Amendment No. 1 to

Registration Statement on Form F-4

Filed May 16, 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
relating to UBS Group AG’s Amendment No. 1 to Registration Statement on Form F-4 (the “Amended Registration Statement”) contained in the Staff’s letter dated May 19,
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. 2 to the Registration Statement on Form F-4 (the “Second Amended Registration Statement”) together with this response letter. The Second 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 Second Amended Registration Statement.

Registration Statement on Form F-4 filed May 16, 2023

Prospectus Summary, page 12

1.
 Refer to your response to prior comments 5, 9, 24 and 27, where we requested more detailed disclosure of the
terms of the “separate arrangements” and other measures, if any, related to the Special Ordinance and/or identified in Sections 7.3(a) and (g) of the merger agreement. Please revise your disclosure in the Summary section, the risk
factor on page 21 with the heading “There is no assurance when or if the transaction will be completed,” the Merger section and the Background and Reasons for the Transaction section as well as any other references in your prospectus that
refer to the “granting by FINMA of separate arrangements” as a condition of the merger to clarify (i) “the parameters of the various measures” that remain subject to negotiation, (ii) the expected timing for finalizing the
terms of the separate arrangements, and (iii) the nature of their documentation. For example, disclose whether they will be contractual agreements appended to the merger agreement, statements, circulars or other documentation published by
FINMA, or otherwise. In this regard,

•

 We note the reference on page 67 to the amended ordinance published on March 19, 2023
regarding the anticipated loss protection agreement. The publication (which appears to be available at https://www.newsd.admin.ch/newsd/message/attachments/76290.pdf) contains thresholds of losses at CHF 5 billion and CHF
9 billion consistent with disclosure on page 67. We also note the March 16, 2023 ordinance regarding anticipated liquidity assistance facilities (which appears to be available at
https://www.newsd.admin.ch/newsd/message/attachments/76289.pdf).

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 20, 47 and 48 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48.

•

 With respect to the loss protection guarantee, the published Swiss government authorization does not appear to
include an arrangement to “review a profit and loss sharing agreement on an equal basis for the case if losses would exceed 14 billion CHF,” as stated on page 42. We also note a similar statement during the
March 19, 2023 presentation about loss protection exceeding CHF 14B being incurred “equally by UBS and the Swiss authorities.” Please advise us of the source of these statements and whether they appear in a form of,
draft or oral arrangement or understanding.

Response:

UBS Group AG respectfully advises the Staff that while the Special Ordinance as enacted does not provide for further loss sharing, the Federal Council dispatch to the Swiss Parliament dated as of March 29, 2023 (available at
https://www.newsd.admin.ch/newsd/message/attachments/76443.pdf) notes that “Should the losses under this guarantee exceed CHF 14 billion, the Swiss Confederation and UBS will jointly examine a solution for the losses exceeding CHF
14 billion which solution should also provide for the sharing of possible profits.” In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 44 of the Second Amended Registration
Statement.

•

 If the liquidity facilities authorized by the Swiss authorities are not restricted as to the amount that may
be provided, clarify your expectations as to the amount you will be able to access.

Response:

UBS Group AG respectfully advises the Staff that (i) the emergency liquidity assistance loans by the Swiss National Bank (SNB) are not limited in amount, but are required to be collateralized and (ii) the additional
liquidity-assistance loans that are granted in addition to the emergency liquidity assistance loans and are secured by means of preferential rights in bankruptcy proceedings (ELA+) provided by the SNB to Credit Suisse and UBS Group AG are up to CHF
100 billion and the liquidity-assistance loans with a default guarantee that go beyond the additional liquidity assistance loans and are secured by means of preferential rights in bankruptcy proceedings and a federal default guarantee (PLB) are
up to CHF 100 billion. The above facilities are in effect and therefore not considered by UBS Group AG to be part of the separate arrangements. In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on
pages 20, 42 and 43 of the Second Amended Registration Statement.

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•

 Confirm that if any of the separate arrangements or other measures are finalized prior to the effectiveness of
the registration statement, you will disclose their material terms and file any material contracts as exhibits in a pre-effective amendment.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. In addition, UBS
Group AG confirms to the Staff that to the extent any of the separate arrangements or 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.

•

 Tell us how you anticipate making investors aware of any such arrangements or other measures that are
finalized after the effectiveness of the registration statement. For example, tell us whether you intend to update disclosure in a post-effective amendment, prospectus supplement, or other disclosures filed or furnished with the SEC.

Response:

UBS Group AG respectfully advises the Staff that UBS Group AG does 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, at which time the UBS Group AG shares will be delivered to Credit Suisse shareholders. Any material developments or events with respect to the separate arrangements or other measures following completion of the
transaction will be reported by UBS Group AG in the ordinary course under the Exchange Act, using Reports of Foreign Private Issuer on Form 6-K and/or Annual Report on Form
20-F, as applicable. To the extent that UBS Group AG determines that developments require an ad hoc announcement under the SIX Listing Rules, UBS Group AG will make such an announcement and concurrently
incorporate the announcement in a Form 6-K furnished or filed with the U.S. Securities and Exchange Commission.

•

 If you omit a description of the terms of any of the separate arrangements or other measures, please disclose
that the relevant discussions and processes are currently underway to detail and document the parameters of these arrangements and that they have not been finalized, consistent with your disclosure on page 67 and your response to these comments in
your May 16, 2023 response letter.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. UBS Group
AG respectfully advises the Staff that detailed descriptions of the separate arrangements identified by the Staff’s comment and their current status are disclosed therein.

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2.
 As requested in our prior comment 5, please disclose (i) the amount of invested assets of
the wealth management segment of the combined company, including any balancing language necessary due to Credit Suisse outflows, (ii) 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, (iii) 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, (iv) the possible spin-off of any
material Credit Suisse business units, and (v) a description of your cost reduction plans, including a summary of how you intend to reach these goals and by when. To the extent that your plans with respect to these items are not
yet finalized, please disclose this. In this regard, we note your disclosure in your March 27, 2023 6-K.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 44 and 48 of the Second 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 have not yet been made and, accordingly, further disclosure relating to these matters would be premature and
potentially misleading.

 Approvals Required for the Transaction

Conditions to the Transaction, page 19

3.
 Refer to prior comment 9, where we requested a summary of the FINMA “separate arrangements.” We
note that in your Prospectus Summary section and throughout the prospectus you state that the approval of the transaction by FINMA as well as FINMA’s grant and the continuing effectiveness of “separate arrangements” are conditions
required for completion of the merger unless waived by UBS Group AG. Please revise to clarify whether each of the following are included in the separate arrangements condition, and identify any other material separate arrangements that are included
in the condition:

•

 the liquidity facilities provided by the Swiss National Bank and guarantees by the Swiss Confederation. In
this regard, please address each of the following: the emergency liquidity assistance facility that Credit Suisse borrowed against on March 16, 2023, the additional liquidity-assistance loan by the Swiss National Bank to Credit
Suisse (“ELA+”) and the liquidity-assistance loan with a guarantee to be entered into with the Swiss Confederation (“PLB”) disclosed on pages 40 and 41; and the additional liquidity facilities from the Swiss National Bank to both
Credit Suisse and UBS Group AG disclosed on page 42;

•

 the Loss Protection Agreement in favor of UBS Group AG to cover up to CHF 9 billion in
losses upon realization of a portfolio of certain Credit Suisse assets after UBS Group AG bears the first CHF 5 billion of losses on those assets;

•

 the profit sharing and loss agreement for UBS Group AG and the Swiss Government to share on an equal basis if
losses exceed 14 billion CHF;

•

 FINMA’s agreement to grant a transitional period for UBS Group AG to comply with the required capital
buffers; and

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•

 the FINMA decree ordering Credit Suisse to write-down the principal and interest of all of Credit
Suisse’s AT1 securities in connection with the availability of the PLB liquidity facilities.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47 and 48 of the Second Amended Registration Statement, including the added disclosure in the sections entitled
“Prospectus Summary — Plans Following Completion” beginning on page 15 and “The Merger — Plans Following Completion” beginning on page 48. UBS Group AG
respectfully advises the Staff that detailed descriptions of the separate arrangements identified by the Staff’s comment and their current status are disclosed therein.

4.
 Please clearly indicate whether it is UBS Group AG’s current intention to close the transaction even if
the separate arrangements have not been finalized. In this regard, we note your responses to prior comments 5, 9, 24 and 27 that discussions among the parties of the parameters of the various measures are still underway and the outcome of the
discussions is not yet known.

Response:

UBS Group AG respectfully advises the Staff that discussions with the Swiss government and its representatives to detail and document the parameters of the various separate arrangements or measures are still underway. UBS Group AG
does not expect that the separate arrangements will be finalized in their entirety prior to the completion of the transaction. Nonetheless, UBS Group AG expects to complete the transaction and continue to work with the Swiss government and its
representatives to finalize the separate arrangements following the completion. In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on pages 15, 16, 19, 47, 48 and 62 of the Second Amended Registration
Statement.

 Risk Factors, page 21

5.
 Please revise to include a risk factor that addresses any terms of the special arrangements that are to be
negotiated or may be waived after the effective date of the registration statement that are reasonably likely to have a material impact on future operations of the combined company post-closing, including the risk of any special arrangement not
being fully accessible or having material conditions attached to it after the effective date of the registration statement.

Response:

In response to the Staff’s comment, UBS Group AG has revised the disclosure accordingly on page 25 of the Second Amended Registration Statement.

 If the Special Ordinance is not transposed into ordinary Swiss law . . ., page 23

6.
 We note from your response to comment 12 and the disclosure on page 23 that the extraordinary liquidity
facilities may not be available if the Special Ordinance is not transposed into ordinary Swiss law before it lapses for six months (i.e., on September 17, 2023). You state that termination rights may result if the facilities
become unavailable and are not replaced by a subsequent legal instrument prior to closing the transaction. Please revise to clarify whether the Special Ordinance must be transposed int