[6-K] UBS Group AG Current Report (Foreign Issuer)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Date: August 29, 2025
UBS Group AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
Indicate by check mark whether the registrants file or will file annual reports under cover of Form
20-F or Form 40-
F.
Form 20-F
☒
☐
This Form 6-K consists of the documents that immediately follow this page.
1
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
EMPLOYEES RETIREMENT SYSTEM FOR THE
CITY OF PROVIDENCE, derivatively as a
shareholder of CREDIT SUISSE GROUP AG on
behalf of CREDIT SUISSE GROUP AG,
v.
URS ROHNER,
et al
.,
CREDIT SUISSE GROUP AG,
Nominal Defendant.
Index No. 651657/2022
Hon. Andrea Masley
NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF
STOCKHOLDER DERIVATIVE
ACTION
EXHIBIT B
The Supreme Court of the State of New York, County of New York, authorized this Notice.
This is not a solicitation from a lawyer.
TO:
ALL PERSONS OR ENTITIES WHO OR WHICH HELD SHARES OF
UBS
GROUP AG
(“UBS”) (AS SUCCESSOR TO CREDIT SUISSE GROUP AG
(“CREDIT SUISSE”), AND TOGETHER WITH ITS
SUCCESSORS
AND
ASSIGNS
, THE “COMPANY”) COMMON STOCK AS OF THE CLOSE OF
TRADING ON
AUGUST 22, 2025
(“CURRENT UBS STOCKHOLDERS”)
.
The purpose of this Notice is to inform you of: (i) the pendency of the stockholder
derivative action captioned
Employees Retirement System for the City of Providence v. Rohner, et
al.
, Index No. 651657/2022 (the “Action”), which was brought by plaintiff Employees Retirement
System for the City of Providence (“Plaintiff”), on behalf of and for the benefit of Credit Suisse
Group AG (“Credit Suisse,” and together with its successors and assigns, the “Company”), in the
Supreme Court of the State of New York, County of New York (the “Court”); (ii) a proposed
settlement of the Action (the “Settlement”), subject to the approval of the Court, as provided in the
Stipulation and Agreement of Settlement, Compromise, and Release dated August 21, 2025 (the
“Stipulation of Settlement” or “Stipulation”); (iii) the hearing that the Court will hold on
October
17, 2025, at 9:30 a.m.
, to determine whether to approve the proposed Settlement and to consider
the application by Plaintiff’s Counsel for an award of attorneys’ fees and litigation expenses,
2
1
including any service award to Plaintiff to be deducted solely from any fee and expense award to
Plaintiff’s Counsel; and (iv) Current UBS Stockholders’ rights with respect to the proposed
Settlement and the application for attorneys’ fees and expenses.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT OF THIS
ACTION.
The Stipulation of Settlement was entered into as of August 21, 2025, between and among
(i) Plaintiff, derivatively as a stockholder of Credit Suisse; (ii) UBS Group AG (“UBS”), as
successor to Credit Suisse Group AG; (iii) Urs Rohner, Iris Bohnet, Christian Gellerstad, Andreas
Gottschling, Michael Klein, Shan Li, Seraina Macia, Richard Meddings, Kai S. Nargolwala, Ana
Paula Pessoa, Joaquin J. Ribeiro, Severin Schwan, and John Tiner (collectively, the “Former
Director Defendants”); and (iv) Eric Varvel, Thomas P. Gottstein, Lara J. Warner, Brian Chin,
David Miller, and Radhika Venkatraman (collectively, the “Former Executive Defendants,” and
together with the Former Director Defendants, the “Individual Defendants”; and the Individual
Defendants together with Credit Suisse, “Defendants”), subject to the approval of the Court.
As described in paragraph 23 below, the Settlement provides for a cash payment of
$115,000,000 (United States Dollars) (the “Settlement Amount”), which, after deducting any
Court-awarded attorneys’ fee and expenses and any applicable taxes, will be paid to the Company.
Because the Action was brought as a derivative action, which means that the Action was
brought by Plaintiff on behalf of and for the benefit of Credit Suisse, the cash recovery from the
Settlement will go to UBS, as successor to Credit Suisse. Individual Company stockholders will
not receive any direct payment from the Settlement.
PLEASE NOTE: THERE IS NO PROOF OF CLAIM FORM FOR
STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT, AND
STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO
THIS NOTICE.
WHAT IS THE PURPOSE OF THIS NOTICE?
1.
The purpose of this Notice is to explain the Action, the terms of the proposed
Settlement, and how the proposed Settlement affects Company stockholders’ legal rights.
2.
In a derivative action, one or more persons or entities who are current stockholders
of a corporation sue on behalf of and for the benefit of the corporation, seeking to enforce the
corporation’s legal rights. In this case, Plaintiff has filed suit against Defendants on behalf of and
1
Stipulation or the Notice Order, which are available in the “Investor Relations” section of UBS’s
website, https://www.ubs.com/global/en/investor-relations.html, and on Plaintiff’s Counsel’s
website, www.blbglaw.com.
3
for the benefit of Credit Suisse. During the pendency of the case, Credit Suisse merged with and
into UBS.
3.
The Court has scheduled a hearing to consider the fairness, reasonableness, and
adequacy of the Settlement and the application by Plaintiff’s Counsel for an award of attorneys’
fees and expenses (the “Settlement Hearing”).
See
Settlement Hearing, including the location, date, and time of the hearing.
WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED
SO FAR?
THE FOLLOWING DESCRIPTION OF THE ACTION AND THE SETTLEMENT HAS
BEEN PREPARED BY COUNSEL FOR THE PARTIES. THE COURT HAS MADE NO
FINDINGS WITH RESPECT TO SUCH MATTERS, AND THIS NOTICE IS NOT AN
EXPRESSION OR STATEMENT BY THE COURT OF FINDINGS OF FACT
.
A MORE COMPLETE STATEMENT OF THE FACTS OF THIS MATTER IS SET FORTH IN
THE PARTIES’ PLEADINGS AND BRIEFING. PLEASE SEE PARAGRAPH 40 BELOW FOR
MORE INFORMATION ABOUT HOW AND WHERE TO LOCATE THOSE DOCUMENTS.
4.
On April 26, 2022, Plaintiff filed a verified shareholder derivative complaint
alleging that the Individual Defendants breached their fiduciary duties under Swiss law by
inter
alia
failing to establish and oversee reasonable and effective risk management systems at Credit
Suisse (the “Complaint”). As set forth in the Complaint, Plaintiff also alleged that the Individual
Defendants disregarded multiple red flags of risk control deficiencies, including in Credit Suisse’s
New York operations. Further, Plaintiff alleged that the Individual Defendants’ risk management
failures caused Credit Suisse to suffer significant losses when, between 2020 and 2021, two hedge
funds (Malachite Capital Management and Archegos Capital Management) and a financial
services company (Greensill Capital Management) defaulted.
5.
The Individual Defendants vigorously dispute and deny each and every allegation,
claim, and contention made by Plaintiff, including any and all allegations of fault, wrongdoing,
liability, and the existence of any damages asserted in the Complaint. Certain Individual
Defendants also dispute that Plaintiff has the capacity to bring this Action, and certain Individual
Defendants and Credit Suisse dispute that the trial court has jurisdiction over them personally.
6.
After the plaintiff in a proceeding pending before the trial court captioned
Cattan
v. Rohner
, No. 652468/2020 (Sup. Ct. N.Y. Cnty.) (“
Cattan
”),
amended his complaint to add a
small number of allegations similar to those made in this Action, on May 18, 2022, Plaintiff moved
to intervene in and for a limited stay of
Cattan
. On April 10, 2023, the trial court dismissed the
Cattan
case and granted Plaintiff’s motion to stay a narrow range of allegations similar to those
made in this Action.
7.
On September 23, 2022, three Defendants moved to dismiss the Complaint. They
argued that the case should be dismissed on
forum non conveniens
grounds and that the Complaint
failed to plead Swiss law breaches of fiduciary duty with the particularity required by the
4
heightened standard of CPLR 3016(b). Defendants’ motion to dismiss was fully briefed, including
the submission of competing expert affirmations, and argued by December 8, 2022.
8.
The Court denied Defendants’ motion in its entirety at the December 8, 2022
hearing and then subsequently entered an order on January 31, 2023.
9.
On February 27, 2023, those Defendants filed a motion with the Court seeking to
reargue their motion to dismiss on the pleading standard, which was fully briefed, and oral
argument was held by July 18, 2023. On March 1, 2023, those Defendants filed a notice of appeal
with the First Department.
10.
On February 8, 2024, after full briefing and argument, the First Department denied
Defendants’ appeal and unanimously affirmed the Court’s order denying Defendants’ motion to
dismiss. Those Defendants sought leave to appeal to the New York Court of Appeals, which was
denied. The trial court subsequently denied Defendants’ motion for re-argument on the pleading
standard.
11.
On November 21, 2023, certain Defendants moved to dismiss the Complaint for
lack of standing and capacity to sue and failure to join a necessary party. Plaintiff vigorously
opposed the motion. The motion was briefed and then argued on August 15, 2024; at the direction
of the Court, supplemental submissions were made on June 13, 2025. That motion remains
pending.
12.
The Parties engaged in extensive discovery. For example, Defendants and third
parties produced over two hundred and ninety-eight thousand (298,000) documents totaling over
one million and five hundred and eighty thousand (1,580,000) pages, which Plaintiff’s team of
attorneys reviewed and analyzed. Plaintiff also took depositions of thirty-two (32) witnesses,
including sixteen (16) named Defendants, in-person in London, England, New York, Los Angeles,
Washington, D.C., and West Palm Beach, Florida, and remotely.
13.
The Parties engaged in international discovery. After an initial round of briefing
and argument in 2023, the Court granted on June 24, 2024 four letters of request for discovery
from UBS and certain Individual Defendants in Switzerland. On December 9, 2024, UBS moved
in a Swiss legal proceeding to dismiss the letter of request directed at UBS. That motion was fully
briefed on July 7, 2025, and remains pending. Plaintiff withdrew two of the letters of request
seeking Swiss examinations of certain Individual Defendants, and one remains outstanding.
14.
The Parties filed multiple discovery motions. On October 28, 2024, Defendant
Gottstein filed a motion to quash a deposition notice. On November 5, 2024, Plaintiff filed a
motion to compel Credit Suisse to produce correspondence with the Swiss banking regulator
FINMA. On November 20, 2024, Plaintiff filed a motion to compel disclosure of certain Defendant
communications. The Court denied Defendant Gottstein’s motion as moot on July 14, 2025, after
Plaintiff and Gottstein stipulated to the withdrawal of the letter of request to Gottstein. The motions
to compel remain pending.
15.
Plaintiff and the Individual Defendants also engaged in significant expert
discovery. For example, they exchanged nine extensive expert reports (four for Plaintiff; five for
5
the Individual Defendants) totaling many hundreds of pages on issues of Swiss law, risk
management controls, corporate governance, and damages.
16.
On October 28, 2024, certain Defendants filed motions to dismiss the Complaint
for lack of personal jurisdiction. Plaintiff vigorously opposed those motions. These motions were
fully briefed and then argued on May 2, 2025, and remain pending.
17.
The Parties and UBS engaged in extensive settlement negotiations, which were
supervised by one of the nation’s preeminent mediators, former federal District Court judge, Layn
Phillips. Among the negotiations, the Parties engaged in three separate full day in-person
mediation sessions in May 2023, May 2024, and July 2025.
18.
At the conclusion of the July 2025 mediation session, after extensive negotiations,
Judge Phillips issued a mediator’s proposal to settle the Action in exchange for a cash payment of
$115,000,000 (United States Dollars) for the benefit of the Company, which all Parties accepted.
The agreement in principle among the Parties and UBS to settle the Action, which was subject to
the execution of a formal, final stipulation and agreement of settlement and related papers, was
memorialized in a Settlement Term Sheet executed on July 21, 2025 (the “Term Sheet”).
19.
On July 14, 2025, Plaintiff informed the Court that the Parties had reached an
agreement in principle to settle the Action.
20.
After additional negotiations regarding the specific terms of their agreement, the
Parties and UBS entered into the Stipulation of Settlement on August 21, 2025. The Stipulation of
Settlement, which reflects the final and binding agreement among the Parties and UBS with respect
to the Settlement and supersedes the Term Sheet, can be viewed at the “Investor Relations” section
of UBS’s website, https://www.ubs.com/global/en/investor -relations.html.
21.
In connection with settlement discussions and negotiations leading to the proposed
Settlement set forth in the Stipulation of Settlement, counsel for the Parties did not discuss the
appropriateness or amount of any application by Plaintiff’s Counsel for an award of attorneys’ fees
and expenses.
22.
On August 22, 2025, the Court entered the Notice Order in connection with the
Settlement which, among other things, preliminarily approved the proposed Settlement, authorized
this Notice to be provided to
Current UBS Stockholders,
and scheduled the Settlement Hearing
to consider whether to grant final approval of the Settlement.
WHAT ARE THE TERMS OF THE SETTLEMENT?
23.
In consideration of the full settlement, compromise, and release of the Released
Plaintiff’s Claims (defined in paragraph 27 below) against the Released Defendants’ Persons
(defined in paragraph 27 below) and the dismissal with prejudice of the Action, the Parties have
agreed to a cash settlement of $115,000,000 (United States Dollars) (the “Settlement Amount”) to
be funded by Defendants’ directors and officers liability insurance. In accordance with the terms
of the Stipulation of Settlement, UBS shall cause the Settlement Amount to be paid into an escrow
account controlled by Plaintiff’s Counsel (the “Escrow Account”). The Settlement Amount plus
6
any interest earned thereon (the “Settlement Fund”), less (i) any Fee and Expense Award paid or
payable and/or any reserve to account for any potential future Fee and Expense Award and (ii) any
Taxes with respect to any interest earned on the Settlement Fund while on deposit in the Escrow
Account, shall be paid from the Escrow Account to UBS, as successor to Credit Suisse, no later
than ten (10) business days after the Effective Date of the Settlement.
WHAT ARE THE PARTIES’ REASONS FOR THE SETTLEMENT?
24.
Plaintiff brought its claims in good faith and continues to believe that its claims
have merit, but, based upon Plaintiff’s and Plaintiff’s Counsel’s investigation, including a review
of the voluminous documents and deposition testimony produced in this Action, and taking into
consideration the risks of continued litigation and the relative costs and benefits to the Company
of continuing this Action, Plaintiff and Plaintiff’s Counsel have determined that the Settlement is
fair, reasonable, adequate, and in the best interests of the Company and its stockholders. Based on
Plaintiff’s direct oversight of the prosecution of this Action, and with the advice of its counsel,
Plaintiff has agreed to settle, compromise, and release the claims asserted in the Action pursuant
to the Settlement, after considering (i) the substantial financial benefit provided under the proposed
Settlement; (ii) the uncertain outcome and significant risks of continued litigation; and (iii) the
desirability of permitting the Settlement to be consummated as provided by the terms of the
Stipulation.
25.
The Individual Defendants have denied, and continue to deny, each and every
allegation, claim, and contention made by Plaintiff, including any and all allegations of fault,
wrongdoing, liability, and the existence of any damages asserted in the Complaint. Without
limiting the generality of the foregoing, the Individual Defendants have denied, and continue to
deny, that they have committed any breach of fiduciary duty or wrongdoing, have aided or abetted
any such breach or wrongdoing, have violated any law or statutory duty whatsoever, or have
caused any damages to Credit Suisse, and each Individual Defendant expressly maintains that he
or she has acted properly and in good faith and has diligently and scrupulously complied with his
or her statutory, fiduciary, and other legal duties. The Individual Defendants are entering into the
Stipulation and the Settlement solely to eliminate the burden, expense, disruption, and distraction
inherent in further litigation, and without admitting the validity of any allegations made by
Plaintiff, or any liability with respect thereto, and thus have concluded that it is desirable that the
claims against them be settled on the terms reflected in the Stipulation.
WHAT WILL HAPPEN IF THE SETTLEMENT IS APPROVED? WHAT CLAIMS
WILL THE SETTLEMENT RELEASE?
26.
If the Settlement is approved, the Court will enter a Judgment and Order Granting
Final Approval of Derivative Action Settlement (the “Judgment”). Pursuant to the Judgment, the
claims asserted against Defendants in the Action will be dismissed with prejudice and the
following releases will occur:
(i)
Without further action by anyone, upon the Effective Date of the Settlement,
Plaintiff, Credit Suisse, and UBS shall be deemed to have, and by operation of law and of the
7
Judgment shall have, fully, finally, and forever dismissed with prejudice, settled, resolved, and
discharged the Released Plaintiff’s Claims (defined in paragraph 27 below) against the Released
Defendants’ Persons (defined in paragraph 27 below), and shall forever be barred and enjoined
from prosecuting the Released Plaintiff’s Claims against the Released Defendants’ Persons.
(ii)
Without further action by anyone, upon the Effective Date of the Settlement,
Defendants and UBS shall be deemed to have, and by operation of law and of the Judgment shall
have, fully, finally, and forever dismissed with prejudice, settled, resolved, and discharged the
Released Defendants’ Claims (defined in paragraph 27 below) against the Released Plaintiff’s
Persons (defined in paragraph 27 below), and shall forever be barred and enjoined from
prosecuting the Released Defendants’ Claims against the Released Plaintiff’s Persons.
27.
The following capitalized terms used in paragraph 26 above shall have the
meanings specified below
“Released Claims” means, collectively, the Released Plaintiff’s Claims and the Released
Defendants’ Claims.
“Released Defendants’ Claims” means all claims and causes of action of every nature and
description, whether known claims or Unknown Claims, whether arising under state,
federal, foreign, or common law, that arise out of or relate to the institution, prosecution,
or settlement of the claims asserted in the Action; except for claims relating to the
enforcement of the Settlement.
“Released Defendants’ Persons” means Defendants and their current and former parents,
subsidiaries, officers, directors, attorneys, family members, trustees, trusts, insurers, heirs,
executors, administrators, predecessors, successors, and assigns.
“Released Plaintiff’s Claims” means all claims and causes of action of every nature and
description, whether known claims or Unknown Claims, whether arising under state,
federal, foreign, or common law, that (i) were asserted in the Complaint; or (ii) could have
been asserted derivatively on behalf of the Company, or directly under Article 754 of the
Swiss Code of Obligations, in the Complaint or in any other forum and that arise out of or
relate to the allegations, transactions, facts, matters, disclosures, or non-disclosures set
forth in the Complaint; except for claims relating to the enforcement of the Settlement. For
the avoidance of doubt, the Released Plaintiff’s Claims will not cover, include, or release
any other direct claims of Plaintiff or any other Company stockholder, including without
limitation any claims asserted under the federal securities laws, including without
limitation the claims asserted in
City of St. Clair Shores Police and Fire Retirement System
v. Credit Suisse Group AG, et al.
, Civil Action No. 1:21-cv-03385-NRB (S.D.N.Y.) .
“Released Plaintiff’s Persons” means Plaintiff and its current and former parents,
subsidiaries, officers, directors, attorneys (including Plaintiff’s Counsel), family members,
trustees, trusts, insurers, heirs, executors, administrators, predecessors, successors, and
assigns.
“Unknown Claims”
means any Released Plaintiff’s Claims that Plaintiff, Credit Suisse, or
UBS does not know or suspect to exist in its favor at the time of the release of such claims,
8
and any Released Defendants’ Claims that any Defendant does not know or suspect to exist
in his, her, or its favor at the time of the release of the Released Defendants’ Claims, which,
if known by him, her, or it, might have affected his, her, or its decision(s) with respect to
this Settlement. With respect to any and all Released Claims, the Parties and UBS stipulate
and agree that, upon the Effective Date of the Settlement, Plaintiff, Defendants, and UBS
shall expressly waive any and all provisions, rights, and benefits conferred by any law of
any state or territory of the United States, or principle of common law or foreign law, which
is similar, comparable, or equivalent to California Civil Code § 1542, which provides:
A general release does not extend to claims that the creditor or releasing
party does not know or suspect to exist in his or her favor at the time of
executing the release and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released party.
Plaintiff, Defendants, and UBS acknowledge that the foregoing waiver was separately
bargained for and is a key element of the Settlement.
28.
By Order of the Court, (i) all proceedings in the Action other than proceedings
necessary to carry out or enforce the terms and conditions of the Stipulation of Settlement have
been stayed until otherwise ordered by the Court; and (ii) Plaintiff and all other Company
stockholders are barred and enjoined from commencing, instituting, instigating, facilitating,
asserting, maintaining, participating in, or prosecuting any and all Released Plaintiff’s Claims
against any of the Released Defendants’ Persons.
HOW WILL THE ATTORNEYS BE PAID?
29.
Plaintiff’s Counsel has not received any payment for its services in pursuing claims
in the Action on behalf of the Company, nor has Plaintiff’s Counsel been paid for its Litigation
Expenses incurred in connection with the Action. In connection with the Settlement, Plaintiff’s
Counsel will apply to the Court for an award of attorneys’ fees and payment of Litigation Expenses
(“Fee and Expense Award”) to be paid solely from (and out of) the Settlement Fund. In connection
with Plaintiff’s Counsel’s application for a Fee and Expense Award (“Fee and Expense
Application”), Plaintiff may petition the Court for a service award (“Service Award”) to be paid
solely from any Fee and Expense Award to Plaintiff’s Counsel.
30.
The Fee and Expense Application will include a request for an award of attorneys’
fees in an amount not to exceed 30% of the Settlement Fund, plus payment of Litigation Expenses
in an amount not to exceed $3,200,000. In connection with the Fee and Expense Application,
Plaintiff may petition the Court for a Service Award not to exceed $10,000 to be paid solely from
any Fee and Expense Award to Plaintiff’s Counsel.
31.
The Court will determine the amount of any Fee and Expense Award to Plaintiff’s
Counsel and any Service Award to Plaintiff. Any Fee and Expense Award will be paid out of the
Settlement Fund and any Service Award will be paid solely from any Fee and Expense Award.
UBS stockholders are not personally liable for any such fees, expenses, or service award.
9
WHEN AND WHERE WILL THE SETTLEMENT HEARING BE HELD? DO I
HAVE THE RIGHT TO APPEAR AT THE SETTLEMENT HEARING? MAY I
OBJECT TO THE SETTLEMENT AND SPEAK AT THE HEARING IF I DON’T
LIKE THE SETTLEMENT?
32.
The Court will consider the Settlement and all matters related to the Settlement at
the Settlement Hearing. The Settlement Hearing will be held before the Honorable Andrea Masley
on
October 17, 2025, at 9:30 a.m.
, at the Supreme Court of the State of New York, County of
New York, 60 Centre Street, Courtroom 242, New York, NY 10007. At the Settlement Hearing,
the Court will, among other things: (i) determine whether Plaintiff and Plaintiff’s Counsel have
adequately represented the interests of the Company and its stockholders; (ii) determine whether
the proposed Settlement on the terms and conditions provided for in the Stipulation of Settlement
is fair, reasonable, and adequate to the Company and its stockholders, and should be approved by
the Court; (iii) determine whether a Judgment (substantially in the form attached as Exhibit D to
the Stipulation of Settlement) approving the Settlement, dismissing the Action with prejudice, and
granting the Releases provided under the Stipulation of Settlement, should be entered;
(iv) consider Plaintiff’s Counsel’s Fee and Expense Application, including any Service Award to
Plaintiff; (v) consider any objections to the Settlement or the Fee and Expense Application; and
(vi) consider any other matters that may properly be brought before the Court in connection with
the Settlement.
33.
Please Note: The Court may adjourn the Settlement Hearing or any adjournment
thereof, including the consideration of the application for attorneys’ fees and expenses, without
further notice of any kind to UBS stockholders. The Court also may approve the Stipulation of
Settlement and the Settlement, at or after the Settlement Hearing, with such modifications as may
be consented to by the Parties and without further notice to UBS stockholders. The Settlement
Hearing may be converted to a hearing by Zoom or telephone, in which case information about
how to attend the hearing remotely will be provided on the docket. You should monitor the Court’s
docket and the website of Plaintiff’s Counsel, as indicated in paragraph 40 below, before making
plans to attend the Settlement Hearing. You may also confirm the date and time of the Settlement
Hearing by contacting Plaintiff’s Counsel as indicated in paragraph 40 below.
34.
Any Current UBS Stockholder who or which continues to own shares of UBS
common stock as of October 17, 2025, the date of the Settlement Hearing, may object to the
Settlement and/or the Fee and Expense Application, including Plaintiff’s application for a Service
Award. Objections must be in writing and filed with the Clerk’s Office of the Supreme Court of
the State of New York , County of New York, at the address set forth below on or before September
26, 2025. Objections must also be served by hand, first class U.S. mail, or express service on
Counsel for Plaintiff and Counsel for the Company, at the addresses set forth below, with copies
also emailed to jeroen@blbglaw.com and jhall@cahill.com, such that they are received on or
before September 26, 2025.
10
New York County Clerk’s Office
New York County Clerk
Supreme Court of the State of New York
County of New York
Commercial Division
60 Centre Street
Room 161
New York, NY 10007
Attention: Justice Masley
Counsel for Plaintiff
Jeroen van Kwawegen
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
New York, NY 10020
Counsel for the Company
Jason Hall
Cahill Gordon & Reindel LLP
32 Old Slip
New York, NY 10005
35.
Any objections must: (i) identify the case name and index number,
Employees
Retirement System for the City of Providence v. Rohner, et al.
, Index No. 651657/2022 (Supreme
Court of New York, New York County); (ii) state the name, address, and telephone number of the
Objector and, if represented by counsel, the name, address, and telephone number of the Objector’s
counsel; (iii) be signed by the Objector; (iv) state with specificity the grounds for and purpose of
the objection, including a detailed statement of the specific legal and factual basis for each and
every objection; (v) if the Objector has indicated that he, she, or it intends to appear at the
Settlement Hearing, the identity of any witnesses the Objector may call to testify, and any exhibits
the Objector intends to introduce into evidence at the hearing; and (vi) include (a) documentation
sufficient to prove that the Objector owned shares of UBS common stock as of the close of trading
on August 22, 2025, (b) documentation sufficient to prove that the Objector continues to hold
shares of UBS common stock as of the date of filing of the objection, and (c) a statement that the
Objector will continue to hold shares of UBS common stock as of the date of the Settlement
Hearing. Documentation establishing ownership of UBS common stock must consist of copies of
an official brokerage account statement, a screen shot of an official brokerage account, or an
authorized statement from the Objector’s broker containing the information found in an account
statement. The Parties are authorized to request from any Objector additional information or
documentation sufficient to prove his, her, or its holdings of UBS common stock.
36.
Current UBS Stockholders who or which own shares as of the date of the Settlement
Hearing may file a written objection without having to appear at the Settlement Hearing. Unless
the Court orders otherwise, however, no one may appear at the Settlement Hearing to present an
11
objection unless he, she, or it first filed and served a written objection in accordance with the
procedures described above.
37.
Current UBS Stockholders who or which own shares as of the date of the Settlement
Hearing who file and serve a timely written objection as described above and who wish to be heard
orally at the Settlement Hearing in opposition to the approval of the Settlement or the Fee and
Expense Application must also file a notice of appearance with the Court and serve it on Counsel
for Plaintiff and Counsel for the Company at the mailing and email addresses set forth in paragraph
34 above so that it is
received
on or before September 26, 2025. Persons who intend to object and
desire to present evidence at the Settlement Hearing must include in their written objection or
notice of appearance the identity of any witnesses they may call to testify and exhibits they intend
to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the
Court.
38.
You are not required to hire an attorney to represent you in making written
objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney,
it will be at your own expense, and that attorney must file a notice of appearance with the Court
and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set
forth in paragraph 34 above so that the notice is
received
on or before September 26, 2025.
39.
Unless the Court orders otherwise, any Current UBS Stockholder who or which
does not make his, her, or its objection in the manner provided herein shall: (i) be deemed to have
waived and forfeited his, her, or its right to object to any aspect of the Settlement or the Fee and
Expense Application; (ii) be forever barred and foreclosed from objecting to the fairness,
reasonableness, or adequacy of the Settlement, the Judgment to be entered approving the
Settlement, or the Fee and Expense Application; and (iii) be deemed to have waived and to be
forever barred and foreclosed from being heard, in this or any other proceeding, with respect to
any matters concerning the Settlement or the Fee and Expense Application.
CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE
QUESTIONS?
40.
This Notice does not purport to be a comprehensive description of the Action, the
allegations related thereto, or the terms of the Settlement. For a more detailed statement of the
matters involved in the Action, you may view a copy of the Stipulation of Settlement in the
“Investor Relations” section of UBS’s website, https://www.ubs.com/global/en/investor-
relations.html. You may also inspect the pleadings, the Stipulation of Settlement, the Orders
entered by the Court, and other papers filed in the Action by accessing the Court docket in this case
through the New York State Unified Court System at
https://iapps.courts.state.ny.us/nyscef/CaseSearch (in the “Case Number” field type
“651657/2022”) or, subject to customary copying fees, by visiting, during regular business hours
of each business day, the Clerk of the Supreme Court of New York, County of New York, 60
Centre Street, New York, NY 10007. Copies of key case filings, including the Stipulation of
Settlement, Notice Order, and Complaint, are also available on the website of Plaintiff’s Counsel:
www.blbglaw.com. Upon written request, Plaintiff’s Counsel will provide stockholders with a
copy of the public version of any other filing in the Action. If you have questions regarding the
12
Action or the Settlement, you may write, call, or email Plaintiff’s Counsel: Jeroen van Kwawegen,
Bernstein Litowitz Berger & Grossmann LLP, 1251 Avenue of the Americas, New York, NY
10020; 800-380-8496 (telephone); settlements@blbglaw.com (email).
DO NOT CALL OR WRITE THE COURT REGARDING THIS NOTICE.
Dated: 29 August, 2025
BY
ORDER OF THE COURT
1
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
Index No. 651657/2022
Hon. Andrea Masley
STIPULATION AND AGREEMENT
OF SETTLEMENT, COMPROMISE,
AND RELEASE
This Stipulation and Agreement of Settlement, Compromise, and Release, dated August
21, 2025 (the “Stipulation”), is entered into by and among: (i) plaintiff Employees Retirement
System for the City of Providence (“Plaintiff”), derivatively as a stockholder of Credit Suisse
Group AG (“Credit Suisse,” and together with its successors and assigns, the “Company”);
(ii) UBS Group AG (“UBS”), as successor to Credit Suisse Group AG; (iii) Urs Rohner, Iris
Bohnet, Christian Gellerstad, Andreas Gottschling, Michael Klein, Shan Li, Seraina Macia,
Richard Meddings, Kai S. Nargolwala, Ana Paula Pessoa, Joaquin J. Ribeiro, Severin Schwan,
and John Tiner (collectively, the “Former Director Defendants”); and (iv) Eric Varvel, Thomas
P.
Gottstein, Lara J. Warner, Brian Chin, David Miller, and Radhika Venkatraman (collectively, the
EMPLOYEES RETIREMENT SYSTEM FOR THE
CITY OF PROVIDENCE, derivatively as a
shareholder of CREDIT SUISSE GROUP AG on
behalf of CREDIT SUISSE GROUP AG,
Plaintiff,
v.
URS ROHNER,
et al
.,
Defendants,
and
CREDIT SUISSE GROUP AG,
Nominal Defendant.
2
“Former Executive Defendants,” and together with the Former Director Defendants, the
“Individual Defendants”; and the Individual Defendants together with Credit Suisse,
“Defendants”).
1
the Supreme Court of the State of New York, County of New York (the “Court”), the Settlement
embodied in this Stipulation is intended to be a full and final disposition of the claims asserted
against the Individual Defendants in the above-captioned stockholder derivative action (the
“Action”).
WHEREAS
:
A.
On April 26, 2022, Plaintiff filed a verified shareholder derivative complaint
alleging that the Individual Defendants breached their fiduciary duties under Swiss law by
inter
alia
failing to establish and oversee reasonable and effective risk management systems at Credit
Suisse (the “Complaint”). As set forth in the Complaint, Plaintiff also alleged that the Individual
Defendants disregarded multiple red flags of risk control deficiencies, including in Credit Suisse’s
New York operations. Further, Plaintiff alleged that the Individual Defendants’ risk management
failures caused Credit Suisse to suffer significant losses when, between 2020 and 2021, two hedge
funds (Malachite Capital Management and Archegos Capital Management) and a financial
services company (Greensill Capital Management) defaulted.
B.
The Individual Defendants vigorously dispute and deny each and every allegation,
claim, and contention made by Plaintiff, including any and all allegations of fault, wrongdoing,
liability, and the existence of any damages asserted in the Complaint. Certain Individual
1
the meanings given to them in paragraph 1 below.
3
Defendants also dispute that Plaintiff has the capacity to bring this Action, and certain Individual
Defendants and Credit Suisse dispute that the trial court has jurisdiction over them personally.
C.
After the plaintiff in a proceeding pending before the trial court captioned
Cattan
v. Rohner
, No. 652468/2020 (Sup. Ct. N.Y. Cnty.) (“
Cattan
”), amended his complaint to add a
small number of allegations similar to those made in this Action, on May 18, 2022, Plaintiff moved
to intervene in and for a limited stay of
Cattan
. On April 10, 2023, the trial court dismissed the
Cattan
case and granted Plaintiff’s motion to stay a narrow range of allegations similar to those
made in this Action.
D.
On September 23, 2022, three Defendants moved to dismiss the Complaint. They
argued that the case should be dismissed on
forum non conveniens
grounds and that the Complaint
failed to plead Swiss law breaches of fiduciary duty with the particularity required by the
heightened standard of CPLR 3016(b). Defendants’ motion to dismiss was fully briefed, including
the submission of competing expert affirmations, and argued by December 8, 2022.
E.
The Court denied Defendants’ motion in its entirety at the December 8, 2022
hearing and then subsequently entered an order on January 31, 2023.
F.
On February 27, 2023, those Defendants filed a motion with the Court seeking to
reargue their motion to dismiss on the pleading standard, which was fully briefed, and oral argument
was held by July 18, 2023. On March 1, 2023, those Defendants filed a notice of appeal with the First
Department.
G.
On February 8, 2024, after full briefing and argument, the First Department denied
Defendants’ appeal and unanimously affirmed the Court’s order denying Defendants’ motion to
dismiss. Those Defendants sought leave to appeal to the New York Court of Appeals, which was
4
denied. The trial court subsequently denied Defendants’ motion for re-argument on the pleading
standard.
H.
On November 21, 2023, certain Defendants moved to dismiss the Complaint for
lack of standing and capacity to sue and failure to join a necessary party. Plaintiff vigorously
opposed the motion. The motion was briefed and then argued on August 15, 2024; at the direction
of the Court, supplemental submissions were made on June 13, 2025. That motion remains
pending.
I.
The Parties engaged in extensive discovery. For example, Defendants and third parties
produced over two hundred and ninety-eight thousand (298,000) documents totaling over one million
and five hundred and eighty thousand (1,580,000) pages, which Plaintiff’s team of attorneys reviewed
and analyzed. Plaintiff also took depositions of thirty-two (32) witnesses, including sixteen (16) named
Defendants, in-person in London, England, New York, Los Angeles, Washington, D.C., and West Palm
Beach, Florida, and remotely.
J.
The Parties engaged in international discovery. After an initial round of briefing
and argument in 2023, the Court granted on June 24, 2024 four letters of request for discovery
from UBS and certain Individual Defendants in Switzerland. On December 9, 2024, UBS moved
in a Swiss legal proceeding to dismiss the letter of request directed at UBS. That motion was fully
briefed on July 7, 2025, and remains pending. Plaintiff withdrew two of the letters of request
seeking Swiss examinations of certain Individual Defendants, and one remains outstanding.
K.
The Parties filed multiple discovery motions. On October 28, 2024, Defendant
Gottstein filed a motion to quash a deposition notice. On November 5, 2024, Plaintiff filed a
motion to compel Credit Suisse to produce correspondence with the Swiss banking regulator
FINMA. On November 20, 2024, Plaintiff filed a motion to compel disclosure of certain Defendant
5
communications. The Court denied Defendant Gottstein’s motion as moot on July 14, 2025, after
Plaintiff and Gottstein stipulated to the withdrawal of the letter of request to Gottstein. The motions
to compel remain pending.
L.
Plaintiff and the Individual Defendants also engaged in significant expert discovery.
For example, they exchanged nine extensive expert reports (four for Plaintiff; five for the Individual
Defendants) totaling many hundreds of pages on issues of Swiss law, risk management controls,
corporate governance, and damages.
M.
On October 28, 2024, certain Defendants filed motions to dismiss the Complaint for
lack of personal jurisdiction. Plaintiff vigorously opposed those motions. These motions were fully
briefed and then argued on May 2, 2025, and remain pending.
N.
The Parties and UBS engaged in extensive settlement negotiations, which were
supervised by one of the nation’s preeminent mediators, former federal District Court judge, Layn
Phillips. Among the negotiations, the Parties engaged in three separate full day in-person
mediation sessions in May 2023, May 2024, and July 2025.
O.
At the conclusion of the July 2025 mediation session, after extensive negotiations,
Judge Phillips issued a mediator’s proposal to settle the Action in exchange for a cash payment of
$115,000,000 (United States Dollars) for the benefit of the Company, which all Parties accepted.
The agreement in principle among the Parties and UBS to settle the Action, which was subject to
the execution of a formal, final stipulation and agreement of settlement and related papers, was
memorialized in a Settlement Term Sheet executed on July 21, 2025 (the “Term Sheet”).
P.
On July 14, 2025, Plaintiff informed the Court that the Parties had reached an
agreement in principle to settle the Action.
6
Q.
This Stipulation (together with the exhibits hereto) reflects the final and binding
agreement among the Parties and UBS with respect to the Settlement and supersedes the Term
Sheet.
R.
In connection with settlement discussions and negotiations leading to the proposed
Settlement set forth in this Stipulation, counsel for the Parties did not discuss the appropriateness
or amount of any application for an award of attorneys’ fees and expenses.
S.
Plaintiff brought its claims in good faith and continues to believe that its claims
have merit, but, based upon Plaintiff’s and Plaintiff’s Counsel’s investigation, including a review
of the voluminous documents and deposition testimony produced in this Action, and taking into
consideration the risks of continued litigation and the relative costs and benefits to the Company
of continuing this Action, Plaintiff and Plaintiff’s Counsel have determined that the Settlement is
fair, reasonable, adequate, and in the best interests of the Company and its stockholders. Based on
Plaintiff’s direct oversight of the prosecution of this Action, and with the advice of its counsel,
Plaintiff has agreed to settle, compromise, and release the claims asserted in the Action pursuant
to the Settlement, after considering (i) the substantial financial benefit provided under the proposed
Settlement; (ii) the uncertain outcome and significant risks of continued litigation; and (iii) the
desirability of permitting the Settlement to be consummated as provided by the terms of this
Stipulation.
T.
The Individual Defendants have denied, and continue to deny, each and every
allegation, claim, and contention made by Plaintiff, including any and all allegations of fault,
wrongdoing, liability, and the existence of any damages asserted in the Complaint. Without
limiting the generality of the foregoing, the Individual Defendants have denied, and continue to
deny, that they have committed any breach of fiduciary duty or wrongdoing, have aided or abetted
7
any such breach or wrongdoing, have violated any law or statutory duty whatsoever, or have
caused any damages to Credit Suisse, and each Individual Defendant expressly maintains that he
or she has acted properly and in good faith and has diligently and scrupulously complied with his
or her statutory, fiduciary, and other legal duties. The Individual Defendants are entering into this
Stipulation and the Settlement solely to eliminate the burden, expense, disruption, and distraction
inherent in further litigation, and without admitting the validity of any allegations made by
Plaintiff, or any liability with respect thereto, and thus have concluded that it is desirable that the
claims against them be settled on the terms reflected in this Stipulation.
NOW THEREFORE
, it is
STIPULATED AND AGREED
, by and between Plaintiff,
UBS, and Defendants that, subject to the approval of the Court under New York Business
Corporation Law § 626, for good and valuable consideration set forth herein and conferred on the
Company, the sufficiency of which is acknowledged, the claims asserted in the Action shall be
finally and fully settled, resolved, discharged, and dismissed with prejudice, and that the Released
Plaintiff’s Claims shall be finally and fully settled, resolved, discharged, and dismissed with
prejudice against the Released Defendants’ Persons, and that the Released Defendants’ Claims
shall be finally and fully settled, resolved, discharged, and dismissed with prejudice against the
Released Plaintiff’s Persons, in the manner set forth herein.
I.
DEFINITIONS
1.
In addition to the terms defined elsewhere in this Stipulation, the following
capitalized terms, used in this Stipulation and the exhibits attached hereto and made a part hereof,
shall have the meanings given to them below:
(a)
“Defendants’ Counsel” means Blank Rome LLP (for Defendants Urs Rohner,
Iris Bohnet, Christian Gellerstad, Andreas Gottschling, Michael Klein, Shan Li, Seraina
8
Macia, Richard Meddings, Kai S. Nargolwala, Ana Paula Pessoa, Joaquin J. Ribeiro, Severin
Schwan, and John Tiner); Crowell & Moring LLP (for Defendants Eric Varvel, David Miller, and
Radhika Venkatraman); Baker McKenzie LLP (for Defendant Thomas Gottstein); Gibson Dunn
& Crutcher LLP (for Defendant Lara Warner); Lankler Siffert & Wohl LLP (for Defendant Brian
Chin); and Cahill Gordon & Reindel LLP (for Nominal Defendant Credit Suisse and UBS).
(b)
“Effective Date” means the first date by which all of the events and
conditions specified in paragraph 17 of this Stipulation have been met and have occurred or have
been waived.
(c)
“Escrow Account” means the interest-bearing escrow account maintained
by Plaintiff’s Counsel and into which the Settlement Amount shall be deposited.
(d)
“Escrow Agent” means Citibank, N.A.
(e)
“Final,” when referring to the Judgment or any other court order, means
(i) if no appeal is filed, the expiration date of the time provided for filing or noticing any motion
for reconsideration, reargument, appeal, or other review of the order; or (ii) if there is an appeal
from the Judgment or order, (a) the date of final dismissal of all such appeals, or the final dismissal
of any proceeding on certiorari, reconsideration, or otherwise; or (b) the date the Judgment or order
is affirmed on appeal and the time to file a petition for a writ of certiorari, reconsideration,
reargument, or other form of review has expired; or a petition for a writ of certiorari,
reconsideration, reargument, or other form of review has been denied; or if certiorari,
reconsideration, or other form of review is granted, the Judgment or order has been finally affirmed
pursuant to that grant;
provided, however
, that any disputes or appeals relating solely to the
amount, payment, or allocation of attorneys’ fees and expenses shall have no effect on finality for
purposes of determining the date on which the Judgment becomes Final and shall not otherwise
9
prevent, limit, or otherwise affect the Judgment, or prevent, limit, delay, or hinder entry of the
Judgment.
(f)
“Judgment” means the Judgment and Order Granting Final Approval of
Derivative Action Settlement, substantially in the form attached hereto as Exhibit D, to be entered
by the Court approving the Settlement.
(g)
“Litigation Expenses” means any and all costs and expenses incurred by
Plaintiff’s Counsel in connection with commencing, prosecuting, and settling the Action, for which
Plaintiff’s Counsel intends to apply to the Court for payment from the Settlement Fund.
(h)
“Notice” means the Notice of Pendency and Proposed Settlement of
Stockholder Derivative Action, substantially in the form attached hereto as Exhibit B.
(i)
“Notice Costs” means all costs, fees, and expenses related to providing notice
of the Settlement.
(j)
“Notice Order” means the Order, substantially in the form attached hereto
as Exhibit A, preliminarily approving the Settlement, directing notice of the Settlement, and
scheduling Settlement-related events.
(k)
“Parties” means Plaintiff and Defendants.
(l)
“Plaintiff’s Counsel” means Bernstein Litowitz Berger & Grossmann LLP.
(m)
“Released Claims” means, collectively, the Released Plaintiff’s Claims and
the Released Defendants’ Claims.
(n)
“Released Defendants’ Claims” means all claims and causes of action of
every nature and description, whether known claims or Unknown Claims, whether arising under
state, federal, foreign, or common law, that arise out of or relate to the institution, prosecution, or
10
settlement of the claims asserted in the Action; except for claims relating to the enforcement of the
Settlement.
(o)
“Released Defendants’ Persons” means Defendants and their current and
former parents, subsidiaries, officers, directors, attorneys, family members, trustees, trusts,
insurers, heirs, executors, administrators, predecessors, successors, and assigns.
(p)
“Released Plaintiff’s Claims” means all claims and causes of action of every
nature and description, whether known claims or Unknown Claims, whether arising under state,
federal, foreign, or common law, that (i) were asserted in the Complaint; or (ii) could have been
asserted derivatively on behalf of the Company, or directly under Article 754 of the Swiss Code
of Obligations, in the Complaint or in any other forum and that arise out of or relate to the
allegations, transactions, facts, matters, disclosures, or non-disclosures set forth in the Complaint;
except for claims relating to the enforcement of the Settlement. For the avoidance of doubt, the
Released Plaintiff’s Claims will not cover, include, or release any other direct claims of Plaintiff
or any other Company stockholder, including without limitation any claims asserted under the
federal securities laws, including without limitation the claims asserted in
City of St. Clair Shores
Police and Fire Retirement System v. Credit Suisse Group AG, et al.
, Civil Action No. 1:21-cv-
03385-NRB (S.D.N.Y.).
(q)
“Released Plaintiff’s Persons” means Plaintiff and its current and former
parents, subsidiaries, officers, directors, attorneys (including Plaintiff’s Counsel), family members,
trustees, trusts, insurers, heirs, executors, administrators, predecessors, successors, and assigns.
(r)
“Released Persons” means, collectively, the Released Plaintiff’s Persons
and the Released Defendants’ Persons.
11
(s)
“Releases” means the releases set forth in paragraphs 3-4 of this Stipulation.
(t)
“Settlement” means the resolution of the Action on the terms and conditions
set forth in this Stipulation.
(u)
“Settlement Amount” means $115,000,000 (United States Dollars) in cash.
(v)
“Settlement Fund” means the Settlement Amount plus any and all interest
earned thereon.
(w)
“Settlement Hearing” means the hearing to be set by the Court to consider,
among other things, final approval of the Settlement.
(x)
“Summary Notice” means the Summary Notice of Pendency and Proposed
Settlement of Stockholder Derivative Action, substantially in the form attached hereto as Exhibit C.
(y)
“Taxes” means: (i) all federal, state, and/or local taxes of any kind on any
income earned by the Settlement Fund; and (ii) the reasonable expenses and costs incurred by
Plaintiff’s Counsel in connection with determining the amount of, and paying, any taxes owed by the
Settlement Fund (including, without limitation, expenses of tax attorneys and accountants).
(z)
“Unknown Claims” means any Released Plaintiff’s Claims that Plaintiff,
Credit Suisse, or UBS does not know or suspect to exist in its favor at the time of the release of
such claims, and any Released Defendants’ Claims that any Defendant does not know or suspect
to exist in his, her, or its favor at the time of the release of the Released Defendants’ Claims, which,
if known by him, her, or it, might have affected his, her, or its decision(s) with respect to this
Settlement. With respect to any and all Released Claims, the Parties and UBS stipulate and agree
that, upon the Effective Date of the Settlement, Plaintiff, Defendants, and UBS shall expressly
waive any and all provisions, rights, and benefits conferred by any law of any state or territory of
12
the United States, or principle of common law or foreign law, which is similar, comparable, or
equivalent to California Civil Code § 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does
not know or suspect to exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected his or her
settlement with the debtor or released party.
Plaintiff, Defendants, and UBS acknowledge that the foregoing waiver was separately bargained
for and is a key element of the Settlement.
II.
RELEASE OF CLAIMS
2.
The obligations incurred pursuant to this Stipulation are in consideration of: (a) the
full and final disposition of the Action; and (b) the Releases provided for under this Stipulation.
3.
Pursuant to the Judgment, without further action by anyone, upon the Effective Date of
the Settlement, Plaintiff, Credit Suisse, and UBS shall be deemed to have, and by operation of law and
of the Judgment shall have, fully, finally, and forever dismissed with prejudice, settled, resolved, and
discharged the Released Plaintiff’s Claims against the Released Defendants’ Persons, and shall forever
be barred and enjoined from prosecuting the Released Plaintiff’s Claims against the Released
Defendants’ Persons.
4.
Pursuant to the Judgment, without further action by anyone, upon the Effective
Date of the Settlement, Defendants and UBS shall be deemed to have, and by operation of law and
of the Judgment shall have, fully, finally, and forever dismissed with prejudice, settled, resolved,
and discharged the Released Defendants’ Claims against the Released Plaintiff’s Persons, and shall
forever be barred and enjoined from prosecuting the Released Defendants’ Claims against the
Released Plaintiff’s Persons.
13
5.
Notwithstanding paragraphs 3-4 above, nothing in the Judgment shall bar any action
by any of the Parties or UBS to enforce or effectuate the terms of this Stipulation or the Judgment.
III.
SETTLEMENT CONSIDERATION
6.
No later than twenty (20) business days prior to the date of the Settlement Hearing,
but no earlier than thirty (30) calendar days after: (a) the Court’s grant of preliminary approval to
the Settlement; and (2) UBS’s receipt of the appropriate payment information for the Escrow
Account, including wire instructions (including SWIFT Code), a Form W-9, and access to a duly
authorized individual who can verbally confirm payment information, UBS shall cause the
Settlement Amount to be paid into the Escrow Account. No later than ten (10) business days after
the Effective Date, Plaintiff’s Counsel shall cause the Settlement Fund, less (i) any Fee and
Expense Award (as defined in paragraph 10 below) paid or payable and/or any reserve to account
for any potential future Fee and Expense Award; and (ii) any Taxes with respect to any interest
earned on the Settlement Fund while on deposit in the Escrow Account, to be transferred to UBS,
as successor to Credit Suisse. All payments shall be made by wire transfer to and from the Escrow
Account; payments shall not be made by check. For avoidance of doubt, no Individual Defendant
shall be personally liable for funding the Settlement Amount.
7.
Except as provided herein or pursuant to orders of the Court, the Net Settlement
Fund shall remain in the Escrow Account prior to the Effective Date. All funds held by the Escrow
Agent shall be deemed to be in custody of the Court and shall remain subject to the jurisdiction of
the Court until such time as the funds shall be distributed or returned pursuant to the terms of this
Stipulation and/or further order of the Court. Except as otherwise provided in this paragraph,
Plaintiff’s Counsel will instruct the Escrow Agent to invest any funds in the Escrow Account
14
exclusively in United States Treasury Bills (or a mutual fund invested solely in such instruments)
and to collect and reinvest all interest accrued thereon, except that any residual cash balances up
to the amount that is insured by the FDIC may be deposited in any account that is fully insured by
the FDIC. In the event that the yield on United States Treasury Bills is negative, in lieu of
purchasing such Treasury Bills, all or any portion of the funds held by the Escrow Agent may be
deposited in any account that is fully insured by the FDIC or backed by the full faith and credit of
the United States. Additionally, if short-term placement of the funds held by the Escrow Agent is
necessary, all or any portion of those funds may be deposited in any account that is fully insured
by the FDIC or backed by the full faith and credit of the United States.
8.
The Parties and UBS agree that the Settlement Fund is intended to be a qualified
settlement fund within the meaning of Treasury Regulation § 1.468B-1 and that Plaintiff’s
Counsel, as administrator of the Settlement Fund within the meaning of Treasury Regulation
§ 1.468B-2(k)(3), shall be solely responsible for filing or causing to be filed all informational and
other tax returns as may be necessary or appropriate (including, without limitation, the returns
described in Treasury Regulation § 1.468B-2(k)) for the Settlement Fund. Plaintiff’s Counsel shall
also be responsible for causing payment to be made from the Settlement Fund of any Taxes owed
with respect to the Settlement Fund. The Released Defendants’ Persons shall not have any liability
or responsibility for any such Taxes. Upon written request, UBS will provide Plaintiff’s Counsel
with the statement described in Treasury Regulation § 1.468B-3(e). Plaintiff’s Counsel, as
administrator of the Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3),
shall timely make such elections as are necessary or advisable to carry out this paragraph,
including, as necessary, making a “relation back election,” as described in Treasury Regulation
§ 1.468B-1(j), to cause the qualified settlement fund to come into existence at the earliest allowable
15
date, and shall take or cause to be taken all actions as may be necessary or appropriate in connection
therewith.
9.
All Taxes shall be paid out of the Settlement Fund, and shall be timely paid, or caused
to be timely paid, by Plaintiff’s Counsel and without further order from the Court. Any tax returns
prepared for the Settlement Fund (as well as the election set forth therein) shall be consistent with the
previous paragraph and in all events shall reflect that all Taxes on the income earned by the Settlement
Fund shall be paid out of the Settlement Fund as provided herein. Plaintiff’s Counsel will file a final
tax return for the Settlement Fund, which will be subject to a three-year statute of limitations period
commencing on the date of filing of the final tax return (the “Statutory Period”), during which time the
IRS can review, analyze, and resolve any tax-related issues related to the Settlement Fund. At the time
of transfer of the balance of the Settlement Fund to UBS pursuant to paragraph 6 above, Plaintiff’s
Counsel shall be permitted to withhold a portion of the Settlement Fund in reserve in a non-interest-
bearing escrow account to cover any future Taxes required to be paid by the IRS with respect to the
Settlement Fund (the “Tax Reserve”). UBS may elect to have the unused Tax Reserve transferred to
UBS before the expiration of the Statutory Period, provided that UBS first issues to Plaintiff’s Counsel
a written assurance to timely pay to the IRS any additional Taxes (including any penalties) owed with
respect to the Settlement Fund.
IV.
ATTORNEYS’ FEES AND LITIGATION EXPENSES
10.
In connection with the Settlement, Plaintiff’s Counsel will apply to the Court for
an award of attorneys’ fees and payment of Litigation Expenses (the “Fee and Expense Award”)
to be paid solely from (and out of) the Settlement Fund. In connection with Plaintiff’s Counsel’s
application for a Fee and Expense Award, Plaintiff may petition the Court for a service award
16
(“Service Award”) to be paid solely from any Fee and Expense Award to Plaintiff’s Counsel.
Defendants reserve the right to oppose Plaintiff’s Counsel’s application for a Fee and Expense
Award, including Plaintiff’s application for a Service Award.
11.
Any Fee and Expense Award approved by the Court shall be paid to Plaintiff’s
Counsel, and any Service Award approved by the Court shall be paid to Plaintiff, from the
Settlement Fund immediately upon award, notwithstanding the existence of any timely filed
objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any
part thereof, subject to Plaintiff’s Counsel’s and Plaintiff’s obligation to make appropriate refunds
or repayments to the Settlement Fund, plus accrued interest at the same net rate as is earned by the
Settlement Fund, if the Settlement is terminated pursuant to the terms of this Stipulation or if, as a
result of any appeal or further proceedings on remand, or successful collateral attack, the Fee and
Expense Award or any Service Award is reduced or reversed and such order reducing or reversing
the award has become Final. Plaintiff’s Counsel and Plaintiff shall make the appropriate refund or
repayment in full no later than twenty (20) business days after: (a) receiving from Defendants’
Counsel notice of the termination of the Settlement; or (b) any order reducing or reversing the Fee
and Expense Award has become Final.
12.
It is not a condition of this Stipulation, the Settlement, or the Judgment that the
Court award any attorneys’ fees or expenses, including any service award to Plaintiff. In the event
that the Court does not award attorneys’ fees or expenses or a service award, or in the event the
Court makes an award in an amount that is less than the amount requested by Plaintiff’s Counsel
or Plaintiff or is otherwise unsatisfactory to Plaintiff’s Counsel or Plaintiff, or in the event that any
such award is vacated or reduced on appeal, this Stipulation and the Settlement, including the
effectiveness of the Releases and other obligations of the Parties and UBS under the Settlement,
17
nevertheless shall remain in full force and effect. Neither Plaintiff nor Plaintiff’s Counsel may
cancel or terminate the Settlement based on this Court’s or any appellate court’s ruling with respect
to any Fee and Expense Award or any Service Award.
V.
SUBMISSION OF THE SETTLEMENT TO THE COURT FOR APPROVAL
13.
Within one (1) business day of execution of this Stipulation, Plaintiff shall move,
with Defendants’ consent, for preliminary approval of the Settlement and request entry of the
Notice Order, substantially in the form attached hereto as Exhibit A, providing for, among other
things: (a) preliminary approval of the Settlement; (b) dissemination of the Notice; (c) publication
of the Summary Notice; and (d) scheduling of the Settlement Hearing to consider: (i) final approval
of the proposed Settlement, (ii) the request that the Judgment, substantially in the form attached
hereto as Exhibit D, be entered by the Court, (iii) Plaintiff’s Counsel’s application for a Fee and
Expense Award, including any application by Plaintiff for a Service Award, and (iv) any objections
to any of the foregoing. The Parties shall take all reasonable and appropriate steps to seek and
obtain entry of the Notice Order. The date and time of the Settlement Hearing set by the Court in
the Notice Order may be changed by the Court without further written notice to UBS stockholders.
14.
In accordance with the terms of the proposed Notice Order to be entered by the
Court (i) no later than five (5) business days following the date of entry of the Notice Order (the
“Notice Date”), UBS shall file copies of this Stipulation and the Notice, substantially in the form
attached hereto as Exhibit B, as exhibits to a Form 6-K with the United States Securities and
Exchange Commission; (ii) no later than five (5) business days following the Notice Date, UBS
shall post copies of this Stipulation and the Notice, substantially in the form attached hereto as
Exhibit B, on the “Investor Relations” section of UBS’s website, and such documents shall remain
posted to that website through the Effective Date of the Settlement; and (iii) no later than five (5)
18
business days following the Notice Date, UBS shall cause the Summary Notice, substantially in
the form attached hereto as Exhibit C, to be published on one occasion in
The Wall Street Journal
,
on one occasion in
The Financial Times
, and on one occasion over the PR Newswire.
15.
UBS shall assume all administrative responsibility for and will pay any and all Notice
Costs regardless of whether the Court approves the Settlement or the Effective Date fails to occur.
Plaintiff and Plaintiff’s Counsel shall not be responsible for any Notice Costs nor shall any Notice
Costs be paid from the Settlement Fund.
16.
The Parties shall request at the Settlement Hearing that the Court approve the
Settlement and enter the Judgment, substantially in the form attached hereto as Exhibit D. The
Parties shall take all reasonable and appropriate steps to obtain entry of the Judgment.
VI.
CONDITIONS OF SETTLEMENT
17.
The Effective Date of the Settlement shall be deemed to occur on the occurrence or
waiver in writing by the Parties and UBS of all of the following conditions, which the Parties and
UBS shall use their respective best efforts to achieve:
(a)
the full amount of the Settlement Amount has been paid into the Escrow
Account in accordance with paragraph 6 above;
(b)
the Court has entered the Notice Order, substantially in the form attached
hereto as Exhibit A;
(c)
Defendants and UBS have not exercised their option to terminate the
Settlement pursuant to the provisions of this Stipulation;
(d)
Plaintiff has not exercised its option to terminate the Settlement pursuant to
the provisions of this Stipulation;
19
(e)
the Court has approved the Settlement as described herein, following notice
to UBS stockholders and a hearing, and entered the Judgment, substantially in the form attached
hereto as Exhibit D; and
(f)
the Judgment has become Final.
VII.
TERMINATION OF SETTLEMENT; EFFECT OF TERMINATION
18.
Plaintiff, UBS, and Individual Defendants (provided Individual Defendants
unanimously agree among themselves) shall each have the right to terminate the Settlement and
this Stipulation, by providing written notice of its or their election to do so (“Termination Notice”)
to the other Parties within twenty (20) business days of: (a) the Court’s final refusal to enter the
Notice Order in any material respect and such final refusal decision having become Final; (b) the
Court’s final refusal to approve the Settlement or any material part thereof and such final refusal
decision having become Final; (c) the Court’s final refusal to enter the Judgment in any material
respect as to the Settlement and such final refusal decision having become Final; or (d) the date
upon which an order modifying or reversing the Judgment in any material respect becomes Final.
In addition to the foregoing, Plaintiff shall have the unilateral right to terminate the Settlement and
this Stipulation, by providing written notice of its election to do so to Defendants and UBS, within
twenty (20) business days of any failure of UBS to cause the full payment of the Settlement
Amount into the Escrow Account in a timely manner in accordance with paragraph 6 above.
However, any decision or proceeding, whether in this Court or any appellate court, with respect to
an application by Plaintiff’s Counsel for a Fee and Expense Award, including any application by
Plaintiff for a Service Award, shall not be considered material to the Settlement, shall not affect
the finality of the Judgment, and shall not be grounds for termination of the Settlement.
20
19.
If (i) Plaintiff, (ii) all Individual Defendants (provided they unanimously agree
among themselves), or (iii) UBS exercises its or their right to terminate the Settlement as provided
in this Stipulation, then:
(a)
The Settlement and the relevant portions of this Stipulation shall be
canceled and terminated;
(b)
Plaintiff and Defendants shall revert to their respective positions in the
Action as of immediately prior to the Parties’ execution of the Term Sheet on July 21, 2025;
(c)
Within ten (10) business days of termination of the Settlement, as provided
in this Stipulation, Plaintiff’s Counsel shall cause the Escrow Agent to return, as directed by UBS,
any portion of the Settlement Amount that has been paid into the Escrow Account, including
accrued interest thereon and change in value as a result of the investment of the Settlement
Amount, and any funds received by Plaintiff’s Counsel or Plaintiff consistent with paragraph 11
above, and less any Taxes with respect to any interest earned on the Settlement Fund while on
deposit in the Escrow Account. In the event that the funds received by Plaintiff’s Counsel or
Plaintiff consistent with paragraph 11 above have not been refunded to the Settlement Fund within
the ten (10) business days specified in this paragraph, Plaintiff’s Counsel shall cause the Escrow
Agent to return, as directed by UBS, those funds immediately upon their deposit into the Escrow
Account consistent with paragraph 11 above; and
(d)
The terms and provisions of this Stipulation, with the exception of this
paragraph 19 and paragraphs 11, 15, 20, 41, and 42 of this Stipulation, shall have no further force and
effect with respect to the Parties and UBS and shall not be used in the Action or in any other proceeding
for any purpose, and any Judgment or order entered by the Court in accordance with the terms of this
Stipulation shall be treated as vacated,
nunc pro tunc
.
21
VIII.
NO ADMISSION OF WRONGDOING
20.
Neither the Term Sheet; this Stipulation (whether or not consummated), including
the exhibits hereto; the negotiations leading to the execution of the Term Sheet or this Stipulation;
nor any proceedings taken pursuant to or in connection with this Stipulation and/or approval of the
Settlement (including any arguments proffered in connection therewith):
(a)
shall be offered against any of the Released Defendants’ Persons as
evidence of, or construed as, or deemed to be evidence of any presumption, concession, or
admission by any of the Released Defendants’ Persons with respect to the truth of any fact alleged
by Plaintiff; the validity of any claim that was or could have been asserted; the validity of any legal
arguments that Plaintiff has made or could have made; the deficiency of any defense that has been
or could have been asserted in the Action or in any other litigation; or any liability, negligence,
fault, or other wrongdoing of any kind of any of the Released Defendants’ Persons, or in any way
referred to for any other reason as against any of the Released Defendants’ Persons, in any
arbitration proceeding or other civil, criminal, or administrative action or proceeding (including
this Action if it is not dismissed in accordance with this Stipulation), other than such proceedings
as may be necessary to effectuate the provisions of this Stipulation;
(b)
shall be deemed to represent an admission by any Defendant that he, she, or
it is subject to personal jurisdiction in the Action, or to personal jurisdiction in any location
anywhere, and Defendants’ entry into this Stipulation shall be without prejudice to all claims and
defenses by any and all Defendants regarding personal jurisdiction;
(c)
shall be offered against any of the Released Plaintiff’s Persons, as evidence of,
or construed as, or deemed to be evidence of any presumption, concession, or admission by any of the
Released Plaintiff’s Persons that any of their claims are without merit, that any of the
22
Released Defendants’ Persons had meritorious defenses, or that damages recoverable under the
Complaint would not have exceeded the Settlement Amount or with respect to any liability,
negligence, fault, or wrongdoing of any kind, or in any way referred to for any other reason as
against any of the Released Plaintiff’s Persons, in any arbitration proceeding or other civil,
criminal, or administrative action or proceeding, other than such proceedings as may be necessary
to effectuate the provisions of this Stipulation; or
(d)
shall be construed against any of the Released Persons as an admission,
concession, or presumption that the consideration to be given hereunder represents the judgment
amount that could be or would have been achieved after trial;
provided, however
, that if the Settlement is approved by the Court, the Parties, UBS, and the
Released Persons and their respective counsel may refer to this Stipulation to effectuate the
protections from liability granted under this Stipulation or otherwise to enforce the terms of the
Settlement.
IX.
MISCELLANEOUS PROVISIONS
21.
All of the exhibits attached hereto are incorporated by reference as though fully set
forth herein. Notwithstanding the foregoing, if there exists a conflict or inconsistency between the
terms of this Stipulation and the terms of any exhibit attached hereto, the terms of this Stipulation
control.
22.
In the event of the entry of a Final order of a court of competent jurisdiction determining
the transfer of money to the Settlement Fund or any portion thereof by or on behalf of UBS or any of
the Defendants to be a preference, voidable transfer, fraudulent transfer, or similar transaction and any
portion thereof is required to be returned, and such amount is not promptly deposited into the
Settlement Fund by others, then, at the election of Plaintiff, Plaintiff
23
and Defendants shall jointly move the Court to vacate and set aside the Releases given and the
Judgment entered in favor of Defendants and the other Released Persons pursuant to this
Stipulation, in which event the Releases and Judgment shall be null and void, and the Parties shall
be restored to their respective positions in the Action as provided in paragraph 19 above.
23.
The Parties intend this Stipulation and the Settlement to be a final and complete
resolution of all disputes asserted or which could be asserted by Plaintiff with respect to the
Released Plaintiff’s Claims. Accordingly, the Parties, UBS, and their respective counsel agree not
to assert in any forum that this Action was brought by Plaintiff or defended by Defendants in bad
faith or without a reasonable basis. The Parties, UBS, and their respective counsel agree that the
amounts paid and the terms of the Settlement were negotiated at arm’s length and in good faith by
the Parties and UBS, and reflect the Settlement that was reached voluntarily after extensive
negotiations and consultation with experienced legal counsel, who were fully competent to assess
the strengths and weaknesses of their respective clients’ claims or defenses.
24.
While retaining their right to deny that the claims asserted in the Action were
meritorious, the Parties, UBS, and their respective counsel, in any statement made to any media
representative (whether or not for attribution) will not assert that the Action was commenced or
prosecuted in bad faith, nor will they deny that the Action was commenced and prosecuted in good
faith and is being settled voluntarily after consultation with competent legal counsel. In all events,
the Parties, UBS, and their respective counsel shall not make any accusations of wrongful or
actionable conduct by any Party concerning the prosecution, defense, or resolution of the Action,
and shall not otherwise suggest that the Settlement constitutes an admission of any claim, defense,
or legal argument.
24
25.
The terms of the Settlement, as reflected in this Stipulation, may not be modified or
amended, nor may any of its provisions be waived except by a writing signed on behalf of each of the
Parties and UBS (or their successors-in-interest).
26.
The headings herein are used for the purpose of convenience only and are not meant
to have legal effect. The use of the word “including” herein shall mean “including without
limitation.”
27.
If any deadline set forth in this Stipulation or the exhibits hereto falls on a Saturday,
Sunday, or legal holiday, that deadline will be continued to the next business day.
28.
Without further order of the Court, the Parties and UBS may agree to reasonable
extensions of time to carry out any of the provisions of this Stipulation.
29.
The administration and consummation of the Settlement as embodied in this
Stipulation shall be under the authority of the Court, and the Court shall have jurisdiction over the
Action for the purpose of entering orders providing for awards of attorneys’ fees and Litigation
Expenses to Plaintiff’s Counsel, and enforcing the terms of this Stipulation.
30.
The waiver by one Party or UBS of any breach of this Stipulation by any other Party
or UBS shall not be deemed a waiver of such breach by any other Party or UBS or a waiver by the
waiving Party or UBS of any other prior or subsequent breach of this Stipulation.
31.
This Stipulation and its exhibits constitute the entire agreement among the Parties
and UBS concerning the Settlement and this Stipulation and its exhibits.
32.
This Stipulation may be executed in one or more counterparts, including by
signature transmitted via facsimile, DocuSign, or by a .pdf/.tif image of the signature transmitted
via email. All executed counterparts and each of them shall be deemed to be one and the same
instrument.
25
33.
This Stipulation shall be binding upon and inure to the benefit of the successors and
assigns of the Parties and UBS, and the Released Persons, and any corporation, partnership, or
other entity into or with which any Party or UBS may merge, consolidate, or reorganize. The
Parties and UBS acknowledge and agree, for the avoidance of doubt, that the Released Defendants’
Persons and the Released Plaintiff’s Persons are intended beneficiaries of this Stipulation and are
entitled to enforce the Releases contemplated by the Settlement.
34.
The construction, interpretation, operation, effect, and validity of this Stipulation
and all documents necessary to effectuate it shall be governed by the internal laws of the State of
New York without regard to conflicts of laws, except to the extent that federal law requires that
federal law govern.
35.
Any action to enforce this Stipulation or any portion thereof shall be commenced
and maintained only in this Court.
36.
This Stipulation shall not be construed more strictly against one Party or UBS than
another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for
one of the Parties or UBS, it being recognized that it is the result of arm’s-length negotiations among
Plaintiff, Defendants, and UBS and that Plaintiff, Defendants, and UBS have contributed substantially
and materially to the preparation of this Stipulation.
37.
All counsel and all other persons executing this Stipulation and any of the exhibits
hereto, or any related Settlement documents, warrant and represent that they have the full authority
to do so and that they have the authority to take appropriate action required or permitted to be
taken pursuant to this Stipulation to effectuate its terms.
38.
The Parties and UBS agree to cooperate fully with one another to obtain (and, if
necessary, defend on appeal) all necessary approvals of the Court required of this Stipulation
26
(including using their respective best efforts to resolve any objections raised to the Settlement),
and to use best efforts to promptly agree upon and execute all such other documentation as may
be reasonably required to obtain final approval by the Court of the Settlement. For the avoidance
of doubt, this paragraph does not apply to Plaintiff’s Counsel’s application for a Fee and Expense
Award or Plaintiff’s application for a Service Award.
39.
If any Party or UBS is required to give notice to another Party or UBS under this
Stipulation, such notice shall be in writing and shall be deemed to have been duly given upon receipt
of hand delivery or email transmission, with confirmation of receipt. Notice shall be provided as
follows:
If to Plaintiff or Plaintiff’s Counsel: Bernstein Litowitz Berger & Grossmann LLP
Attn: Jeroen van Kwawegen, Esq.
1251 Avenue of the Americas
New York, NY 10020
(212) 554-1400
jeroen@blbglaw.com
If to the Company or UBS: Cahill Gordon & Reindel LLP
Attn: Jason Hall, Esq.
32 Old Slip
New York, NY 10005
(212) 701-3000
jhall@cahill.com
If to the Former Director Defendants: Blank Rome LLP
Attn: Linda Imes, Esq.
1271 Avenue of the Americas
New York, NY 10020
(212) 885-5000
linda.imes@blankrome.com
If to Defendants Eric Varvel, David
Miller, and Radhika Venkatraman:
Crowell & Moring LLP
Attn: Daniel Zelenko, Esq.
Two Manhattan West
375 Ninth Avenue
New York, NY 10001
dzelenko@crowell.com
27
If to Defendant Thomas Gottstein: Baker McKenzie LLP
Attn: George Clarke, Esq.
815 Connecticut Avenue, N.W.
Washington, D.C. 20006
(202) 835-6184
george.clarke@bakermckenzie.com
If to Defendant Lara Warner: Gibson Dunn & Crutcher LLP
Attn: Jason J. Mendro, Esq.
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
jmendro@gibsondunn.com
If to Defendant Brian Chin: Lankler Siffert & Wohl LLP
Attn: Charles T. Spada, Esq.
1185 Avenue of the Americas
New York, NY 10036
(212) 921-8399
cspada@lswlaw.com
40.
Except as otherwise provided herein, each Party and UBS shall bear its own costs.
41.
All agreements made and orders entered during the course of the Action relating to the
confidentiality of information shall survive this Settlement.
42.
Whether or not the Stipulation is approved by the Court and whether or not the
Stipulation is consummated, or the Effective Date occurs, the Parties, UBS, and their respective
counsel shall use their best efforts to keep all negotiations, discussions, acts performed, drafts, and
proceedings in connection with the preparation and execution of this Stipulation confidential.
IN WITNESS WHEREOF,
the Parties and UBS have caused this Stipulation to be
executed, by their duly authorized attorneys, as of August 21, 2025.
[Signatures Beginning on Next Page]
28
Jeremy P. Robinson
Eric J. Riedel
BERNSTEIN LITOWITZ BERGER &
GROSSMANN LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 554-1400
Counsel for Plaintiff Employees Retirement
System for the City of Providence
Herbert S. Washer
Jason M. Hall
Lauren Perlgut
CAHILL GORDON & REINDEL LLP
32 Old Slip
New York, NY 10005
(212) 701-3000
Counsel for Nominal Defendant Credit Suisse
Group AG and UBS Group AG, as successor
to Credit Suisse Group AG
Linda Imes
David Spears
Christopher Dysard
Michael Donohue
BLANK ROME LLP
1271 Avenue of the Americas New York,
New York 10020
(212) 885-5000
Counsel for Defendants Urs Rohner, Iris
Bohnet, Christian Gellerstad,
Andreas Gottschling, Michael Klein, Shan Li,
Seraina Macia, Richard Meddings,
Kai
S.
Nargolwala, Ana Paula Pessoa,
Joaquin J. Ribeiro, Severin Schwan, and
John Tiner
29
Jeroen van Kwawegen
Jeremy P. Robinson
Eric J. Riedel
BERNSTEIN LITOWITZ BERGER &
GROSSMANN LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 554-1400
Counsel for Plaintiff Employees Retirement
System for the City of Providence
Lauren Perlgut
CAHILL GORDON & REINDEL LLP
32 Old Slip
New York, NY 10005
(212) 701-3000
Counsel for Nominal Defendant Credit Suisse
Group AG and UBS Group AG, as successor
to Credit Suisse Group AG
Linda Imes
David Spears
Christopher Dysard
Michael Donohue
BLANK ROME LLP
1271 Avenue of the Americas New York,
New York 10020
(212) 885-5000
Counsel for Defendants Urs Rohner, Iris
Bohnet, Christian Gellerstad,
Andreas Gottschling, Michael Klein, Shan Li,
Seraina Macia, Richard Meddings,
Kai S. Nargolwala, Ana Paula Pessoa,
Joaquin J. Ribeiro, Severin Schwan, and
John Tiner
30
Jeroen van Kwawegen
Jeremy P. Robinson
Eric J. Riedel
BERNSTEIN LITOWITZ BERGER &
GROSSMANN LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 554-1400
Counsel for Plaintiff Employees Retirement
System for the City of Providence
Herbert S. Washer
Jason M. Hall
Lauren Perlgut
CAHILL GORDON & REINDEL LLP
32 Old Slip
New York, NY 10005
(212) 701-3000
Counsel for Nominal Defendant Credit Suisse
Group AG and UBS Group AG, as successor
Michael Donohue
BLANK ROME LLP
1271 Avenue of the Americas New York,
New York 10020
(212) 885-5000
Counsel for Defendants Urs Rohner, Iris
Bohnet, Christian Gellerstad,
Andreas Gottschling, Michael Klein, Shan Li,
Seraina Macia, Richard Meddings,
Kai
S.
Nargolwala, Ana Paula Pessoa,
Joaquin J. Ribeiro, Severin Schwan, and
John Tiner
31
Daniel L. Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
(212) 223-4000
Counsel for Defendants Eric Varvel, David
Miller, and Radhika Venkatraman
George Clarke
Sonya C. Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York 10018
(212) 626-4100
Counsel for Defendant Thomas P. Gottstein
Jason J. Mendro
GIBSON, DUNN & CRUTCHER LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Charles T. Spada
Gabrielle S. Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 921-8399
Counsel for Defendant Brian Chin
32
Daniel L. Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
(212) 223-4000
Counsel for Defendants Eric Varvel, David
Miller, and Radhika Venkatraman
George Clarke
Sonya C. Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York 10018
(212) 626-4100
Counsel for Defendant Thomas
P.
Gottstein
Jason J. Mendro
GIBSON, DUNN & CRUTCHER LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Charles T. Spada
Gabrielle S. Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 921-8399
Counsel for Defendant Brian Chin
33
Daniel L. Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
(212) 223-4000
Counsel for Defendants Eric Varvel, David
Miller, and Radhika Venkatraman
George Clarke
Sonya C. Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York 10018
(212) 626-4100
Counsel for Defendant Thomas
P.
Gottstein
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Charles T. Spada
Gabrielle S. Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 921-8399
Counsel for Defendant Brian Chin
34
Daniel L. Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
(212) 223-4000
Counsel for Defendants Eric Varvel, David
Miller, and Radhika Venkatraman
George Clarke
Sonya C. Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York 10018
(212) 626-4100
Counsel for Defendant Thomas
P.
Gottstein
Jason J. Mendro
GIBSON, DUNN & CRUTCHER LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Gabrielle S. Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 921-8399
Counsel for Defendant Brian Chin
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly
caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
UBS Group AG
By: /s/ David Kelly
_
Name: David Kelly
Title: Managing Director
By: /s/ Ella Copetti-Campi
_
Name: Ella Copetti-Campi
Title: Executive Director
Date: August 29, 2025
UBS Group
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