UBS Group (NYSE: UBS) files new Articles of Association and capital framework
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
UBS Group AG has filed a Form 6‑K to provide its newly registered Articles of Association, setting out its current capital structure and governance rules. The share capital is USD 327,780,516.40, divided into 3,277,805,164 registered shares with a par value of USD 0.10 each.
The Articles authorize conditional capital for employee equity plans and convertible instruments, as well as up to 700,000,000 shares of conversion capital for contingent Financial Market Instruments. They also codify the powers of the General Meeting, Board of Directors and Group Executive Board, and detail the framework for approving and paying compensation.
Positive
- None.
Negative
- None.
Key Figures
Share capital: USD 327,780,516.40
Shares outstanding: 3,277,805,164 shares
Conditional capital – employee plans: 121,705,830 shares
+5 more
8 metrics
Share capital
USD 327,780,516.40
Stated share capital divided into registered shares
Shares outstanding
3,277,805,164 shares
Registered shares at par value USD 0.10 each
Conditional capital – employee plans
121,705,830 shares
Up to USD 12,170,583.00 for employee and director options
Conditional capital – convertibles/warrants
380,000,000 shares
Up to USD 38,000,000 via conversion rights and warrants
Conversion capital
700,000,000 shares
Up to USD 70,000,000 for contingent Financial Market Instruments
Loan cap per board member
CHF 20,000,000
Maximum loans to each Board member under Articles
Loan cap per executive
CHF 20,000,000
Maximum loans to each Group Executive Board member
Agenda proposal threshold
USD 62,500 par value
Minimum share par value to request agenda items
Key Terms
conditional share capital, Financial Market Instruments, Independent Proxy, statutory capital reserve, +2 more
6 terms
Financial Market Instruments financial
"through the mandatory conversion of claims arising upon the occurrence of one or more trigger events under financial market instruments with contingent conversion features (Financial Market Instruments)..."
Independent Proxy regulatory
"The Independent Proxy shall be elected by the General Meeting for a term of office expiring after completion of the next Annual General Meeting."
An independent proxy is a neutral person or third-party firm appointed to collect and cast shareholders’ votes at a corporate meeting when owners cannot attend in person. It matters to investors because it helps ensure votes are handled fairly and free from insider influence; think of it as a trusted messenger who follows your instructions so your voice counts in decisions that can affect company strategy and share value.
statutory capital reserve financial
"until such time as said reserve, together with the statutory capital reserve, amounts to 20% of the share capital."
contingent conversion features financial
"Financial Market Instruments with contingent conversion features (Financial Market Instruments) issued by UBS Group AG."
Organization Regulations regulatory
"The allocation of authority and functions shall be defined in the Organization Regulations."
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: May 5, 2026
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 registrant files 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 newly registered Articles of Association of UBS Group AG, which
appear immediately following this page.
1
Articles of Association
UBS Group AG
(UBS Group SA)
(UBS Group Inc.)
15 April 2026
2
The present text is a translation of the original German Articles of Association
(“Statuten
”
) which constitute the definitive text and are binding in law.
In these Articles of Association, references to the generic masculine equally apply
to both sexes.
3
Contents
Section 1
Name, registered office, business object and duration
of the Corporation
4
Section 2
Share capital
5
Section 3
Corporate bodies
10
A.
General Meeting
10
B.
Board of Directors
15
C.
Group Executive Board
21
D.
Auditors
23
Section 4
Financial statements and appropriation of profit, reserves
24
Section 5
Compensation of the members of the Board of Directors
and the Group Executive Board
25
Section 6
Notices and jurisdiction
28
Section 7
Disclosure of contributions in kind
29
4
Section 1
Name, registered office, business object and
duration of the Corporation
Article 1
Name and
registered office
A corporation limited by shares under the name of
UBS Group AG / UBS Group SA / UBS Group Inc. is
established with its registered office in Zurich.
Article 2
Purpose
1
The purpose of the Corporation is to acquire, hold, manage
and sell direct and indirect participations in enterprises of any
kind, in particular in the area of banking, financial, advisory,
trading and service activities in Switzerland and abroad.
2
The Corporation may establish enterprises of any kind in
Switzerland and abroad, hold equity interests in these
enterprises, and conduct their management.
3
The Corporation is authorized to acquire, mortgage and sell
real estate and building rights in Switzerland and abroad.
4
The Corporation may provide loans, guarantees and other
kinds of financing and security for Group companies and
borrow and invest money on the money and capital
markets.
Article 3
Duration
The duration of the Corporation shall not be limited by time.
5
Section 2
Share capital
Share capital
Conditional
capital
Article 4
The share capital of the Corporation is USD 327,780,516.40,
divided into 3,277,805,164 registered shares with a par
value of USD 0.10 each. The share capital is fully paid up.
Article 4a
1
The share capital may be increased by a maximum of
USD 12,170,583.00 through the issuance of a maximum
of 121,705,830 fully paid registered shares with a par
value of USD 0.10 each upon exercise of employee options is-
sued to employees and members of the management and
of the Board of Directors of the Corporation and its sub-
sidiaries. The preemptive rights and the advance subscrip-
tion rights of the shareholders shall be excluded. The
issuance of these options to employees and members of
the management and of the Board of Directors of the
Corporation and its subsidiaries will take place in accord-
ance with the plan rules issued by the Board of Directors
and its compensation committee. The acquisition of
shares through the exercise of option rights as well as
every subsequent transfer of these shares shall be subject
to the registration requirements set forth in Article 5 of
the Articles of Association.
2
The share capital may be increased in an amount not to
exceed USD 38,000,000 by the issuance of up to
380,000,000 fully paid registered shares with a nominal
value of USD 0.10 each through the voluntary or mandatory
exercise of conversion rights and/or warrants granted in
connection with the issuance of bonds or similar financial
instruments by the Corporation or one of its Group compa-
nies on national or international capital markets. The pre-
emptive rights of the shareholders shall be excluded. The
then current owners of conversion rights and/or warrants
shall be entitled to subscribe for the new shares. The condi-
tions of the conversion rights and/or warrants shall be de-
termined by the Board of Directors.
6
The acquisition of shares through voluntary or mandatory
exercise of conversion rights and/or warrants, as well as
each subsequent transfer of the shares, shall be subject to
the registration requirements set forth in Article 5 of the
Articles of Association.
In connection with the issuance of convertible bonds or
bonds with warrants or similar financial instruments, the
Board of Directors shall be authorized to restrict or exclude
the advance subscription rights of shareholders if such instru-
ments are issued (i) on national or international capital mar-
kets or (ii) to one or more financial investors. If the advance
subscription rights are restricted or excluded by the Board of
Directors, the following shall apply: the issuance of such in-
strument shall be made at prevailing market conditions, and
the new shares shall be issued pursuant to the relevant con-
ditions of that financial instrument. Conversion rights may be
exercised during a maximum 10-year period, and warrants
may be exercised during a maximum 7-year period, in each
case from the date of the respective issuance. The issuance
of the new shares upon voluntary or mandatory exercise of
conversion rights and/or warrants shall be made at condi-
tions taking into account the market price of the shares
and/or comparable instruments with a market price at the
time of the issuance of the relevant financial instrument.
Article 4b
Conversion
capital
1
The share capital may be increased by a maximum of USD
70,000,000 through the issuance of a maximum of
700,000,000 fully paid registered shares with a par value of
USD 0.10 each, through the mandatory conversion of
claims arising upon the occurrence of one or more trigger
events under financial market instruments with contingent
conversion features (Financial Market Instruments) issued by
UBS Group AG.
2
The issue price or the rules by which the issue price is set
shall be determined by the Board of Directors, taking due
account of the applicable market conditions.
7
3
The preemptive rights of the shareholders shall be ex-
cluded. Holders of Financial Market Instruments are entitled
to acquire the new shares.
4
Shareholders’ advance subscription rights with regard to
Financial Market Instruments shall be excluded provided the
Financial Market Instruments are issued (i) at prevailing mar-
ket conditions; or (ii) at a discount if a rapid and full place-
ment of larger tranches of the Financial Market Instruments
is required.
5
The acquisition of shares through the conversion of Finan-
cial Market Instruments, and any subsequent transfer of
these shares shall be subject to the registration require-
ments set forth in Article 5 of the Articles of Association.
6
Newly created shares may be issued in a form other than
intermediary-held securities.
Article 5
Share register
and nominees
1
A share register is maintained for the registered shares, in
which owners’ and usufructuaries’ family and given names
are entered, with their complete address and nationality
(or registered office for legal entities). Shares held in joint
accounts may be registered jointly with voting rights, if all
registered owners of the shares provide the declaration
requested in paragraph 3 below.
2
If the mailing address of a shareholder changes, the new
address must be communicated to the Corporation. As long
as this has not been done, all written communications will be
sent to the address entered in the share register, this being
valid according to the requirements of the law.
3
Those who acquire registered shares shall be entered in
the share register as shareholders with voting rights if they
expressly declare that they acquired these registered shares
in their own names and for their own account. If the party
acquiring the shares is not prepared to provide such a decla-
ration, the Board of Directors may refuse to allow the shares
to be entered with voting rights.
8
4
The restriction on registration under paragraph 3 above
also applies to shares acquired by the exercise of preemp-
tive, option or conversion rights.
5
The Board of Directors is authorized, after hearing the po-
sition of the registered shareholder or nominee affected, to
strike the entry of a shareholder with voting rights from the
share register retroactively with effect to the date of the
entry, if it was obtained under false pretenses. The party
affected must be informed of the action immediately.
6
The Board of Directors formulates general principles relat-
ing to the registration of fiduciaries/nominees and issues the
necessary regulations to ensure compliance with the above
provisions.
Article 6
Form of shares
1
Registered shares of the Corporation will be, subject to
paragraph 2, in the form of uncertificated securities (in the
sense of the Swiss Code of Obligations) and intermediary-
held securities (in the sense of the Swiss Federal Intermedi-
ated Securities Act).
2
Following his registration in the share register, the share-
holder may request the Corporation to issue a written state-
ment in respect of his registered shares at any time; how-
ever, he has no entitlement to the printing and delivery of
share certificates. In contrast, the Corporation may print
and deliver share certificates for registered shares (single
certificates, certificates representing multiples of shares or
global certificates) at any time. It may withdraw registered
shares issued as intermediary-held securities from the
respective custody system. With the consent of the share-
holder, the Corporation may cancel issued certificates which
are returned to it without replacement.
3
Intermediated securities based on registered shares of the
Corporation cannot be transferred by way of assignment. A
security interest in any such intermediated securities also
cannot be granted by way of assignment.
9
Article 7
Exercise of rights
1
The Corporation recognizes only one representative per
share.
2
Voting rights and associated rights may only be exercised
in relation to the Corporation by a party entered in the
share register as having the right to vote.
10
Section 3
Corporate bodies
A.
Article 8
Authority
The General Meeting is the Corporation’s supreme corpo-
rate body.
Article 9
Types of General
Meetings
a. Annual General
Meeting
The Annual General Meeting takes place every year within
six months after the close of the financial year; the annual
report, the compensation report and the reports of the
Auditors must be available to shareholders at least twenty
days before the meeting.
Article 10
b. Extraordinary
General Meetings
1
Extraordinary General Meetings are convened whenever
the Board of Directors or the Auditors consider it necessary.
2
Such a meeting must also be convened upon a resolution
of the General Meeting or a written request from one or
more shareholders representing together at least one twen-
tieth of the share capital, specifying the items to be in-
cluded on the agenda and the proposals to be put forward.
Article 10a
Venue
1
The Board of Directors may also provide that shareholders
who are not present at the venue(s) of the General Meeting
may exercise their rights by electronic means.
2
Alternatively and in exceptional circumstances, the Board
of Directors may provide that the General Meeting shall be
held by electronic means without a venue.
Article 11
Convening
1
The General Meeting shall be called by the Board of Direc-
tors or, if need be, by the Auditors at least twenty days be-
fore the meeting is to take place in accordance with Article
47 of these Articles of Association.
11
2
The notice to convene the General Meeting shall specify
a)
the date, beginning, mode and venue
b)
the agenda items
c)
the motions of the Board of Directors together with a
brief statement of the reasons
d)
the motions from shareholders together with a brief
statement of the reasons, if any
e)
the name and address of the independent proxy and
f)
in the event of elections, the names of the proposed
candidates.
Article 12
Placing of items
on the agenda
1
Shareholders representing shares with an aggregate par
value of USD 62,500 may submit requests for items to be
placed on the agenda for consideration by the General
Meeting or that motions relating to agenda items be in-
cluded in the notice to convene the General Meeting. Their
requests for agenda items or motions shall be submitted in
writing within the deadline published by the Corporation
and specify the requests for agenda items and motions to
be put forward.
2
No resolutions may be passed concerning items which
have not been duly placed on the agenda, except on a mo-
tion put forward at the General Meeting to call an Extraor-
dinary General Meeting or a motion for a special investiga-
tion to be carried out.
Article 13
Chairmanship,
tellers, minutes
1
The Chairman of the Board of Directors or, if the Chair-
man cannot attend, a Vice Chairman or another member
designated by the Board of Directors, shall preside over the
General Meeting and appoint a secretary and the necessary
tellers.
2
Minutes are kept of the proceedings and must be signed
by the presiding chair of the meeting and the secretary.
12
Article 14
Shareholder
proxies
1
The Board of Directors issues procedural rules for participa-
tion and representation of shareholders at the General Meet-
ing, including the requirements as to powers of attorney.
2
A shareholder may only be represented at the General
Meeting by his legal representative, under a written power
of attorney by a proxy who does not need to be a share-
holder or, under a written or electronic power of attorney,
by the Independent Proxy.
3
The presiding chair of the meeting decides whether to rec-
ognize the power of attorney.
Article 15
Independent Proxy
1
The Independent Proxy shall be elected by the General
Meeting for a term of office expiring after completion of
the next Annual General Meeting.
2
Re-election is permitted.
3
If the Corporation does not have an Independent Proxy,
the Board of Directors shall appoint the Independent Proxy
for the next General Meeting.
Article 16
Voting right
Each share conveys the right to cast one vote.
Article 17
Resolutions,
elections
1
Resolutions and elections are decided at the General
Meeting by a majority of the votes represented, excluding
blank and invalid ballots, subject to these Articles of Associ-
ation and the compulsory provisions of the law.
2
A resolution to change Article 19 of the Articles of Associ-
ation, to remove one fourth or more of the members of the
Board of Directors or to delete or modify Article 17 para-
graph 2 of the Articles of Association must receive at least
two thirds of the votes represented.
13
3
The presiding chair of the meeting shall decide whether
voting on resolutions and elections be conducted electroni-
cally, by a show of hands or by a written ballot. Sharehold-
ers representing at least 3% of the votes represented may
always request that a vote or election take place electroni-
cally or by a written ballot.
4
In the case of a written ballot, the presiding chair of the
meeting may rule that only the ballots of those shareholders
shall be collected who choose to abstain or to cast a nega-
tive vote, and that all other shares represented at the
General Meeting at the time of the vote shall be counted in
favor, in order to expedite the counting of the votes.
5
The presiding chair of the meeting may order that a reso-
lution or election be repeated if, in his view, the results of
the vote are in doubt. In this case, the preceding resolution
or election shall be deemed to have not occurred.
Article 18
Powers
The General Meeting has the following powers:
a)
To
establish and amend the Articles of Association
b)
To
elect the members and the Chairman of the Board of
Directors and the members of the compensation com-
mittee
c)
To
elect the Auditors
d)
To
elect the Independent Proxy
e)
To
approve the management report and the Group fi-
nancial statements
f)
To
approve the financial statements and to decide upon
the appropriation of the net profit shown in the balance
sheet
g)
To
determine interim dividends and approve the interim
financial statements required for this purpose
h)
To
approve the compensation for the Board of Directors
and the Group Executive Board pursuant to Article 43 of
the Articles of Association
14
i)
To
take the decision on the repayment of the statutory
capital reserve
j)
To
give the members of the Board of Directors and of
the Group Executive Board a discharge
k)
To
de-list equity securities of the Corporation
l)
To
take decisions on all matters reserved to the General
Meeting by law or by the Articles of Association, or
which are placed before it by the Board of Directors.
15
B.
Board of Directors
Article 19
Number of
Board members
The Board of Directors shall consist of at least six and no
more than twelve members.
Article 20
Term of office
1
The members of the Board of Directors and its Chairman
are elected individually and for a term of office until the
completion of the next Annual General Meeting.
2
Members whose term of office has expired are immedi-
ately eligible for re-election.
Organization
Article 21
1
Except for the election of the Chairman and the members
of the compensation committee by the General Meeting,
the Board of Directors shall constitute itself. It shall elect at
least one Vice Chairman and a Senior Independent Director
from among its members.
2
The Board of Directors shall appoint its secretary, who
need not be a member of the Board.
3
If the office of the Chairman is vacant, the Board of Direc-
tors shall appoint a new Chairman from among its members
for the remaining term of office.
Convening,
participation
Article 22
1
The Chairman shall convene the Board of Directors as
often as business requires, but at least six times a year.
2
The Board of Directors shall also be convened if one of its
members or the Group Chief Executive Officer submits a
written request (including by e-mail or other electronic
means) to the Chairman to hold such a meeting.
16
Article 23
Decisions
1
Decisions of the Board of Directors are taken by a majority
of the votes present. In case of a tie, the presiding chair of
the meeting shall cast the deciding vote.
2
The number of members who must be present to consti-
tute a quorum and the modalities for the passing of resolu-
tions shall be laid down by the Board of Directors in the
Organization Regulations. No such quorum is required for
decisions confirming and amending resolutions relating to
changes to capital and changes in currency of the share
capital.
Article 24
Duties and
powers
1
The Board of Directors has ultimate responsibility for the
management of the Corporation and the supervision and
control of its executive management.
2
The Board of Directors may also take decisions on all
matters which are not expressly reserved to the General
Meeting or to another corporate body by law or by the
Articles of Association.
Article 25
Ultimate
responsibility for
the management
of the Corporation
The ultimate responsibility for the management of the
Corporation comprises in particular:
a)
Preparing of and deciding on proposals to be placed
before the General Meeting
b)
Issuing the regulations necessary for the conduct of
business and for the delineation of authority, in particu-
lar the Organization Regulations and the regulations
governing the Group Internal Audit
c)
Laying down the principles for the accounting, financial
and risk controls and financial planning, in particular the
allocation of equity resources and risk capital for busi-
ness operations
17
d)
Decisions on Group strategy and other matters reserved
to the Board of Directors under the Organization Regu-
lations
e)
Appointment and removal of (i) the Group Chief Execu-
tive Officer, (ii) such other members of the Group Execu-
tive Board as the Organization Regulations require to be
appointed by the Board of Directors and (iii) the Head of
Group Internal Audit
f)
Decisions on increasing or decreasing the share capital,
to the extent this falls within the authority of the Board
of Directors, on the report concerning an increase in
capital and on the ascertainment of changes to capital
and the corresponding amendments to the Articles of
Association.
Article 26
Supervision,
control
Supervision and control of the business management com-
prises in particular the following:
a)
Review and approval of the management report, Group
and parent company financial statements, the compen-
sation report as well as quarterly financial statements
b)
Acceptance of regular reports covering the course of
business and the position of the Group, the status and
development of country, counterparty and market risks
and the extent to which equity and risk capital are tied
up due to business operations
c)
Consideration of reports prepared by the Auditors.
Article 27
Delegation,
Organization
Regulations
The Board of Directors may delegate part of its authority to
one or more of its members or to third parties, subject to
Articles 25 and 26 of the Articles of Association. The alloca-
tion of authority and functions shall be defined in the
Organization Regulations.
18
Article 28
Number of mem-
bers, term of office
and organization
of the compensa-
tion committee
1
The compensation committee shall consist of at least three
members of the Board of Directors.
2
The compensation committee shall organize itself within
the limits of the law and of the Articles of Association. The
Board of Directors shall appoint a chairperson.
3
If there are vacancies on the compensation committee, the
Board of Directors shall appoint the missing members from
among its members for the remaining term of office.
Article 29
Duties and
1
The compensation committee supports the Board of Direc-
powers of the
tors in establishing and reviewing the Corporation’s com-
compensation
pensation strategy and guidelines and in articulating the
committee
performance criteria relevant for determining individual to-
tal compensation for each member of the Group Executive
Board. The compensation committee also prepares the pro-
posals to the General Meeting regarding the compensation
of the Board of Directors and of the Group Executive Board
and may submit proposals to the Board of Directors on
other compensation-related issues.
2
The Board of Directors shall determine, and codify in the
Organization Regulations, for which functions of the
Group Executive Board the compensation committee shall
establish and review financial and non-financial perfor-
mance targets and assess the performance against these
targets to determine compensation recommendations for
the members of the Group Executive Board. In accordance
with the Organization Regulations, these recommendations
shall be presented to the Board of Directors for review or ap-
proval, subject to the approval by the General Meeting as
set out in Article 43 of the Articles of Association. The
compensation committee shall, in accordance with the
Organization Regulations, also submit a proposal for the
compensation for the members of the Board of Directors
to the Board of Directors, subject to the approval by the
19
General Meeting as set out in Article 43 of the Articles of
Association.
3
The Board of Directors may delegate further tasks to the
compensation committee which shall be determined in the
Organization Regulations approved by the Board of Directors.
Article 30
Signatures
The due and valid representation of the Corporation by
members of the Board of Directors or further persons shall
be determined in the Organization Regulations and a specific
directive.
Article 31
Mandates
1
No member of the Board of Directors may hold more than
four additional mandates in listed companies and five addi-
tional mandates in non-listed companies.
2
The following mandates are not subject to the limitations
set forth in paragraph 1:
a)
Mandates in companies which are controlled by the Cor-
poration or which control the Corporation
b)
Mandates held at the request of the Corporation or
companies controlled by it. No member of the Board of
Directors shall hold more than ten such mandates
c)
Mandates in associations, charitable organizations, foun-
dations, trusts and employee welfare foundations with-
out commercial purpose. No member of the Board of Di-
rectors shall hold more than ten such mandates.
3
Mandates shall mean activities as a member of the board
of directors, management board or in comparable functions
in other businesses with commercial purpose. Mandates in
different legal entities which are under joint control are
deemed one mandate.
20
Article 32
Terms of agree-
ments relating to
compensation
The Corporation or companies controlled by it may enter
into agreements for a fixed term with members of the
Board of Directors relating to their compensation. Duration
and termination shall comply with the term of office and
the law.
Article 33
Loans
Loans to the independent members of the Board of Directors
shall be made in accordance with the customary business
and market conditions. Loans to the non-independent
members of the Board of Directors shall be made in the
ordinary course of business on substantially the same terms
as those granted to employees of the Corporation or com-
panies controlled by it. The total amount of such loans shall
not exceed CHF 20,000,000 per member.
21
C.
Group Executive Board
Article 34
Organization
The Group Executive Board is composed of the Group Chief
Executive Officer and at least three other members as fur-
ther set forth in the Organization Regulations.
Article 35
Functions,
authorities
1
The Group Executive Board acting under the leadership of
the Group Chief Executive Officer is responsible for the
management of the Group. It is the supreme executive
body as defined by the Swiss Federal Law on Banks and
Savings Banks. It implements the Group strategy decided by
the Board of Directors and ensures the execution of the
decisions of the Board of Directors. It is responsible for the
Group’s results.
2
The responsibilities and authorities of the Group Executive
Board and other management units designated by the Board
of Directors are set forth in the Organization Regulations.
Article 36
Mandates
1
No member of the Group Executive Board may hold more
than one additional mandate in a listed company and five
additional mandates in non-listed companies, subject to
approval by the Board of Directors.
2
The following mandates are not subject to the limitations
set forth in paragraph 1:
a)
Mandates in companies which are controlled by the Cor-
poration or which control the Corporation
b)
Mandates held at the request of the Corporation or
companies controlled by it. No member of the Group Ex-
ecutive Board shall hold more than ten such mandates
c)
Mandates in associations, charitable organizations, foun-
dations, trusts and employee welfare foundations with-
out commercial purpose. No member of the Group Exec-
utive Board shall hold more than eight such mandates.
22
3
Mandates shall mean activities as a member of the board
of directors, management board or in comparable functions
in other businesses with commercial purpose. Mandates in
different legal entities which are under joint control are
deemed one mandate.
Article 37
Employment
contract terms
1
The term of employment contracts with the members of
the Group Executive Board may be unlimited with a notice
period of up to twelve months or may be fixed with a term
of up to one year.
2
The Corporation or companies controlled by it may enter
into non-compete agreements with the members of the
Group Executive Board for the time after termination of the
employment agreement for a duration of up to one year.
The respective consideration shall not exceed the average
annual compensation paid or granted to such member of
the Group Executive Board during the last three financial
years prior to termination.
Article 38
Loans
Loans to the members of the Group Executive Board shall
be made in the ordinary course of business on substantially
the same terms as those granted to employees of the Cor-
poration or companies controlled by it. The total amount of
such loans shall not exceed CHF 20,000,000 per member.
23
D.
Auditors
Article 39
Term of office,
authority and
duties
1
An auditing company subject to governmental supervision
as required by law is to be appointed as Auditors.
2
The General Meeting shall elect the Auditors for a term of
office of one year. The rights and duties of the Auditors are
determined by the provisions of the law.
3
The General Meeting may appoint Special Auditors for a
term of three years, who provide the attestations required
for capital increases.
24
Section 4
Financial statements and appropriation
of profit, reserves
Article 40
Financial year
The financial statements and the Group financial statements
are closed on 31 December of each year.
Article 41
Appropriation of
disposable profit
1
At least 5% of the profit for the year after set-off of bal-
ance sheet losses, if any, is allocated to the statutory reserve
from retained earnings until such time as said reserve, to-
gether with the statutory capital reserve, amounts to 20%
of the share capital.
2
The remaining profit is, subject to the provisions of the
Swiss Code of Obligations and of the Swiss Federal Banking
Act, at the disposal of the General Meeting who may also
use it for the formation of free or special reserves.
Article 42
Reserves
The General Meeting determines the utilization of the statu-
tory capital reserve in accordance with the legal provisions
acting upon the proposal of the Board of Directors.
25
Section 5
Compensation of the members of the Board
of Directors and the Group Executive Board
Article 43
Approval of the
compensation of
the Board of
Directors and the
Group Executive
Board
1
The General Meeting shall approve the proposals of the
Board of Directors in relation to:
a)
The maximum aggregate amount of compensation of
the Board of Directors for the period until the next
Annual General Meeting
b)
The maximum aggregate amount of fixed compensation
of the Group Executive Board for the following financial
year
c)
The aggregate amount of variable compensation of the
Group Executive Board for the preceding financial year.
2
The Board of Directors may submit for approval by the
General Meeting deviating or additional proposals relating
to the same or different periods.
3
In the event the General Meeting does not approve a pro-
posal of the Board of Directors, the Board of Directors
shall determine, taking into account all relevant factors, the
respective (maximum) aggregate amount or (maximum)
partial amounts and submit the amount(s) so determined for
approval by the General Meeting.
4
The Corporation or companies controlled by it may pay or
grant compensation prior to approval by the General Meet-
ing, subject to subsequent approval.
Article 44
General
compensation
principles
1
The compensation system of the Corporation is designed
to align reward with sustainable performance and to support
appropriate and controlled risk-taking.
2
When determining individual compensation, the Board of
Directors or, where delegated to it, the compensation com-
mittee takes into account position and level of responsibility
of the recipient and performance of the Corporation and
companies controlled by it. It ensures compliance with appli-
cable laws and regulatory requirements.
26
3
Compensation may be paid or granted in the form of cash,
shares, financial instruments or units, in kind, or in the form
of benefits. The Board of Directors or, where delegated to
it, the compensation committee determines the key fea-
tures, such as grant, vesting, exercise and forfeiture condi-
tions and applicable harmful acts provisions. The Board of
Directors, or where delegated to it, the compensation com-
mittee may provide, among other things, for continuation,
acceleration or removal of vesting and exercise conditions,
for payment or grant of compensation assuming target
achievement or for forfeiture in the event of predetermined
events such as a change-of-control or termination of an em-
ployment or mandate agreement. The Corporation or com-
panies controlled by it may procure any shares required to
meet any resulting payment obligations through purchases
in the market or, to the extent available, by using the Cor-
poration’s conditional share capital.
4
Compensation may be paid or granted by the Corporation
or companies controlled by it.
Article 45
Compensation
of the Board
of Directors
1
Compensation of the members of the Board of Directors
shall comprise a base remuneration and may comprise other
compensation elements and benefits.
2
Compensation of the members of the Board of Directors is
intended to recognize the responsibility and governance
nature of their role, to attract and retain qualified individu-
als and to ensure alignment with shareholders’ interest.
Article 46
Compensation
of the Group
Executive Board
1
Compensation of the members of the Group Executive
Board shall comprise fixed and variable compensation ele-
ments.
2
Fixed compensation shall comprise the base salary and
may comprise other compensation elements and benefits.
27
3
Variable compensation elements shall be governed by
financial and non-financial performance measures that take
into account the performance of the Corporation and/or
parts thereof, targets in relation to the market, other com-
panies or comparable benchmarks, short- and long-term
strategic objectives and/or individual targets. The Board of
Directors or, where delegated to it, the compensation com-
mittee determines the respective performance measures,
the overall and individual performance targets, and their
achievements.
4
The Board of Directors or, where delegated to it, the com-
pensation committee aims to ensure alignment with sustain-
able performance and appropriate risk-taking through ade-
quate deferrals, forfeiture conditions, caps on compensation,
harmful acts provisions and similar means with regard to
parts of or all of the compensation. Parts of variable compen-
sation shall be subject to a multi-year vesting period.
5
If the maximum aggregate amount of compensation
already approved by the General Meeting is not sufficient to
also cover the compensation of a person who becomes a
member of the Group Executive Board after the General
Meeting has approved the compensation, the Corporation
or companies controlled by it shall be authorized to pay or
grant each such Group Executive Board member a supple-
mentary amount during the compensation period(s) already
approved. The aggregate pool for such supplementary
amounts per compensation period shall not exceed 40% of
the average of total annual compensation paid or granted
to the Group Executive Board during the previous three
years.
28
Section 6
Notices and jurisdiction
all
the
ica-
orm
sig-
Official means
of publication
Article 47
1
The official means of publication of the Corporation sh
be the Swiss Official Gazette of Commerce.
2
Notices by the Corporation to the shareholders may, at
choice of the Board of Directors, be validly given by publ
tion in the Swiss Official Gazette of Commerce or, in a f
that allows proof by text. The Board of Directors may de
nate further means of publications as well.
Article 48
Jurisdiction
Jurisdiction for any disputes arising out of the corporate
relationship shall solely be at the registered office of the
Corporation.
29
Section 7
Disclosure of contributions in kind
Article 49
Contribution in
kind
1
In connection with the capital increase dated 26 November
2014, the Corporation acquires from UBS AG, Zurich and
Basel, acting as contributor in kind and exchange agent in
its own name but for account of certain shareholders of UBS
AG, Zurich and Basel, who have tendered their shares in the
course of the public exchange offer of the Corporation,
3,183,370,731 shares of UBS AG, Zurich and Basel, with a
par value of CHF 0.10 each and a total value of CHF
32,718,731,974.95. In return, the Corporation has issued
3,183,370,731 registered shares in the Corporation with a
par value of CHF 0.10 each to the contributor in kind.
2
In connection with the capital increase dated 26 November
2014, the Corporation acquires from UBS Securities LLC,
1285 Avenue of the Americas, New York, NY 10019, U.S.,
acting as contributor in kind and exchange agent in its own
name but for account of certain shareholders of UBS AG,
Zurich and Basel, who have tendered their shares in the
course of the public exchange offer of the Corporation,
201,494,824 shares of UBS AG, Zurich and Basel, with a par
value of CHF 0.10 each and a total value of CHF
2,070,966,814.07. In return, the Corporation has issued
201,494,824 registered shares in the Corporation with a par
value of CHF 0.10 each to the contributor in kind.
3
In connection with the capital increase dated 26 November
2014, the Corporation acquires from UBS AG, Zurich and
Basel, acting as contributor in kind in its own name and in
relation to shares tendered during the initial offer period in
the course of the public exchange offer of the Corporation,
90,490,886 shares of UBS AG, Zurich and Basel, with a par
value of CHF 0.10 each and a total value of
CHF 1,533,820,517.70. In return, the Corporation has is-
sued, on a one-to-one basis, 90,490,886 registered shares
in the Corporation with a par value of CHF 0.10 each to the
contributor in kind.
30
4
In connection with the capital increase dated 16 December
2014, the Corporation acquires from UBS AG, Zurich and
Basel, acting as contributor in kind in its own name but for
account of certain shareholders of UBS AG, Zurich and Ba-
sel, who (i) have tendered their shares in the course of the
public exchange offer of the Corporation or (ii) have offered
their registered shares for a private exchange under the
terms of this public exchange offer, 229,042,914 shares of
UBS AG, Zurich and Basel, with a par value of CHF 0.10
each and a total value of CHF 2,244,527,510.81. In return,
the Corporation has issued, on a one-to-one basis,
229,042,914 registered shares in the Corporation with a par
value of CHF 0.10 each to the contributor in kind.
5
In connection with the capital increase dated 16 December
2014, the Corporation acquires from UBS Securities LLC,
1285 Avenue of the Americas, New York, NY 10019, U.S.,
acting as contributor in kind in its own name but for ac-
count of certain shareholders of UBS AG, Zurich and Basel,
who have tendered their shares in the course of the public
exchange offer of the Corporation, 12,510,852 shares of
UBS AG, Zurich and Basel, with a par value of CHF 0.10
each and a total value of CHF 122,601,267.19. In return,
the Corporation has issued, on a one-to-one basis,
12,510,852 registered shares in the Corporation with a par
value of CHF 0.10 each to the contributor in kind.
6
In connection with the capital increase dated 10 February
2015, the Corporation acquires from UBS AG, Zurich and
Basel, 11,800,250 shares of UBS AG, Zurich and Basel, with
a par value of CHF 0.10 each and a total value of
CHF 130,476,501.09. In return, the Corporation has issued
11,800,250 registered shares in the Corporation with a par
value of CHF 0.10 each to the contributor in kind.
7
In connection with the capital increase dated 9 March
2015, the Corporation acquires from UBS AG, Zurich and
Basel, 9,525,000 shares of UBS AG, Zurich and Basel, with a
par value of CHF 0.10 each and a total value of
31
CHF 104,986,854.19. In return, the Corporation has issued,
on a one-to-one basis, 9,525,000 registered shares in the
Corporation with a par value of CHF 0.10 each to the con-
tributor in kind.
8
In connection with the capital increase dated 12 June
2015, the Corporation acquires from UBS AG, Zurich and
Basel, 17,500,000 shares of UBS AG, Zurich and Basel, with
a par value of CHF 0.10 each and a total value of
CHF 199,898,088.25. In return, the Corporation has issued,
on a one-to-one basis, 17,500,000 registered shares in the
Corporation with a par value of CHF 0.10 each to the con-
tributor in kind.
9
In connection with the capital increase dated 28 August
2015, the Corporation acquires from UBS AG, Zurich and
Basel, 88,825,456 shares of UBS AG, Zurich and Basel, with
a par value of CHF 0.10 each and a total value of
CHF 968,693,952.29. In return, the Corporation has issued,
on a one-to-one basis, 88,825,456 registered shares in the
Corporation with a par value of CHF 0.10 each to the con-
tributor in kind.
32
This Form 6-K is hereby incorporated by reference into the registration statements of UBS Group AG
on Form F-3 (Registration Number 333-293403) and on Form S-8 (Registration Numbers 333-200634;
333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653; 333-230312; 333-
249143 and 333-272975), and into each prospectus outstanding under any of the foregoing registration
statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its 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: May 5, 2026
FAQ
What did UBS (UBS) disclose in this Form 6-K filing?
UBS Group AG furnished its newly registered Articles of Association. These set out the company’s purpose, capital structure, governance bodies, compensation framework and shareholder rights, and are incorporated by reference into several existing Form F-3 and Form S-8 registration statements.
What is UBS (UBS) conversion capital for contingent instruments?
UBS may increase share capital by up to USD 70,000,000 through issuing up to 700,000,000 registered shares upon mandatory conversion of claims under Financial Market Instruments with contingent conversion features issued by UBS Group AG, with preemptive and advance subscription rights excluded.
How are UBS (UBS) board and executive compensation approved?
The General Meeting approves maximum aggregate compensation for the Board for the term to the next Annual General Meeting, fixed compensation for the Group Executive Board for the following year, and variable compensation for the preceding year, based on proposals from the Board of Directors.
What limits apply to loans to UBS (UBS) directors and executives?
Loans to Board members and Group Executive Board members must be on substantially the same terms as for employees. The total amount of such loans may not exceed CHF 20,000,000 per member under the Articles, with terms differing for independent and non‑independent directors.