UBS Group AG (SWX:UBSG)
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At close: Apr 30, 2026
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AGM 2026

Apr 15, 2026

Colm Kelleher
Chairman, UBS Group AG

Valued shareholders, ladies and gentlemen, I warmly welcome you to this Annual General Meeting of UBS Group AG here in Basel. I also welcome the viewers who are following the AGM live on the internet. In accordance with Article 13 of the Articles of Association of UBS Group AG, I formally open the AGM, take the chair, and introduce the participants who will support me here on the stage today. Starting on your far left, Todd Tuckner, the Group CFO, Barbara Levi, our Group General Counsel, Sergio Ermotti, the Group CEO, Lukas Gähwiler, the Vice Chairman, and on my left, Michael Schoch, our Group Company Secretary. With this, I nominate Michael Schoch as the Secretary for today's AGM. Further, I warmly welcome the members of the Board of Directors. I also welcome the independent proxy, Altorfer, Duss & Beilstein AG, Zurich, represented by Dr. Larissa Marolda.

I'm also pleased to welcome BDO AG Solothurn, which is responsible for counting the votes and represented by Ms. Laura von Arx, and the Notary, Ms. Karolina Dobry Oesch , from Ludwig + Partner AG Basel, who will publicly certify the ordinary reduction of share capital under Agenda Item 10. Finally, I would like to welcome the representatives of the Statutory Auditors, Ernst & Young Ltd, in particular, the Lead Auditors for the 2025 financial year. On the 5th of January 2026, we published a notice in the Swiss Official Gazette of Commerce, and on our website inviting qualifying shareholders to submit their written request for items to be placed on the agenda or motions to agenda items by the 16th of February 2026. No requests were submitted.

The invitation to today's AGM was published in the Swiss Official Gazette of Commerce on the 16 of March 2026, and is also available on our AGM website. I conclude that the convening of the Annual General Meeting was duly conducted in accordance with law and our Articles of Association, and that the Annual General Meeting therefore has a quorum. As usual, we maintain a list of speakers. I invite any shareholders who wish to take the floor to register at the speaking desk located at the front left of the hall. You will be called when the agenda item you wish to speak on is addressed. In accordance with Article 17, Paragraph one of the Articles of Association of UBS Group AG, today's votes will be decided by a majority of the votes represented, with blank and invalid votes excluded.

Please note that the AGM will be audio and video recorded. These recordings will serve as the basis for the minutes, and it will also be broadcast live on the internet. Ladies and gentlemen, esteemed shareholders, welcome to UBS's Annual General Meeting. This is a pivotal moment for UBS and Switzerland. The current regulatory debate in our home country will not only shape the future of the firm, but also the future of the Swiss Financial Center. Before I elaborate more on these points, let me first reflect on what we have achieved over the past year and where we stand. We are now firmly in the final stage, the last mile, of the integration of Credit Suisse. One month ago, we completed the migration of all former Credit Suisse clients booked in Switzerland onto our platforms.

We remain on track to substantially complete the integration by the end of the year. It is worth remembering that the integration of Credit Suisse was never an end in itself. It was a means to safeguard financial stability and preserve confidence in the Swiss and global financial system. The scale of this integration cannot be overstated. Many international regulators agreed that a UBS takeover was the best solution, but they were very worried about the complexity of the transaction. They now recognize it progressed smoothly, and we have managed it very successfully. This was only possible thanks to the extraordinary dedication and professionalism of our outstanding employees. I would like to express my sincere thanks to everyone involved. Our employees have truly made history, and I'm particularly grateful to Sergio Ermotti and the entire leadership team.

We are fortunate to have such depth of experience and capability at the top of our firm. Sergio will see the integration through to completion and then focus on driving growth and sustainably higher returns. He will also lead UBS through this period of regulatory uncertainty. Turning to our financial performance, 2025 was a very strong year for UBS. Net profit rose 53% to $7.8 billion on the year. Group invested assets increased by 15% to more than $7 trillion. This demonstrates that even as we execute a complex transaction and integration, our strategy is working. Sergio will provide further details on the integration and our financial performance. You all know how closely UBS is intertwined with the Swiss economy and society.

We are the nation's third- largest private employer. Furthermore, we are the third- largest private- sector provider of vocational education and training in Switzerland, with more than 2,300 apprenticeship and continuing education positions. Last year, we purchased goods and services domestically worth CHF 4 billion. We're the country's largest creditor, with a total lending commitment to Swiss households and companies of approximately CHF 350 billion. Last year alone, we granted or renewed CHF 80 billion in loans, helping thousands of Swiss families buy their first homes and supporting businesses from St. Gallen to Geneva in expanding their operations. We support culture, education, and sports with a substantial contribution in the mid double-digit million range. We fund the UBS Center for Economics in Society at the University of Zurich.

We sponsor the Athletissima Lausanne, and we are the main partner of the Locarno Film Festival and the Swiss Football Association, among others. In other words, we're as much an integral part of Switzerland as our Swiss heritage is part of us. However, the additional capital requirements proposed by the Federal Council would make us an international outlier and weaken us compared to our competitors, as shown on this slide. According to our own calculations, the proposals would require UBS AG to hold additional Common Equity Tier 1 (CET1) capital of around $22 billion . This would result in a Common Equity Tier 1 capital ratio of around 18.5% at UBS Group AG level. It is important for you to know that this Common Equity Tier 1 capital ratio is about 50% higher than those of our main competitors, which is a source of significant concern for us.

Recently, we have experienced what high tariffs can mean. Imagine other Swiss industries operating with 50% higher tariffs than their international peers. This would clearly be a significant disadvantage to competitors. A burden of that scale would fundamentally disrupt our business model. Let me talk for a moment about the size of UBS, which is depicted on the next slide. Since the global crisis, the financial crisis, the GFC in 2008, the bank has massively reduced its balance sheet. The combined balance sheet of UBS and Credit Suisse has been reduced by more than 2/3. Importantly, UBS has also reduced the risk profile by focusing on wealth management and the Swiss Universal Bank in our home country. Both are stable and low-risk business areas. 3/4 of our revenue now come from our asset gathering activities and our Swiss operations.

The absolute balance sheet footprint of the Investment Bank has fallen by nearly 90%. Alongside the shift in our business model, our capital position has tripled . Total loss-absorbing capital now covers 38% of our risk-weighted assets. Our balance sheet is often compared to Switzerland's gross domestic product. Today, it corresponds to 150% of Swiss annual GDP. Well, this is more than four times smaller than the combined balance sheets of UBS and Credit Suisse were before the Global Financial Crisis, when they exceeded 600% of GDP. However, I think comparing a bank's balance sheet with a country's GDP is comparing apples with oranges. If anything, you would have to compare the bank's balance sheet with the balance sheet of the country itself, and Switzerland's balance sheet is exceptionally large and exceptionally strong. Taken together across households, corporates, and the government, Switzerland's financial assets amount to around 16 times GDP.

The Swiss National Bank's balance sheet alone is 100% of GDP. According to our Global Wealth Report, Switzerland is the richest country in the world, with average net wealth of almost $700,000 per adult. Including real estate, net household wealth is almost 600% of GDP. Banks' balance sheets are mirrors of the economy they serve. Switzerland's banking system overall, at around 400% of GDP, reflects the size, sophistication, and international footprint of the Swiss economy. Viewed in this context, we believe that the size of UBS seems appropriate. That said, vigilance remains essential, and financial stability must be safeguarded. There is no question that the regulatory authority should and must fulfill its role. Yet the benefits of regulatory restrictions must be weighed against the impact on competitiveness.

Notably, both the United States and the United Kingdom have included a competitiveness mandate for their regulators, alongside investor protection and financial stability. Even the Swiss National Bank acknowledges that sustainable bank profits constitute the first line of defense for absorbing losses in a stress event. Moreover, FINMA's own mandate explicitly refers to contributing to the competitiveness of the Switzerland's financial center. Now, some would like us not to lobby at all. People need to recognize that we have a fiduciary duty to you, our shareholders. We need to safeguard the future of our firm and to represent your interests. We, as those affected by the proposed regulation, must think about what these proposals mean for us and what consequences it would have for Switzerland. We must also protect the livelihoods of our more than 30,000 employees and their families in Switzerland.

In our assessment, the current proposals materially undermine Swiss competitiveness while offering little meaningful improvement to financial stability. Again, we firmly believe that well-capitalized banks are a cornerstone of financial stability. However, reducing our own competitiveness would be reckless in today's geopolitical environment. The international rules-based order is weakening. Major jurisdictions are pursuing explicitly deregulatory agendas to stimulate domestic growth and strengthen the global reach of their own financial institutions. In the United States, stress testing is being simplified, and a digital assets regime is being developed. Furthermore, the Federal Reserve presented new plans in March to further cut banks' risk-based capital requirements. For the largest US banks, including our direct competitors, Common Equity Tier 1 requirements are expected to fall by 4.8% in aggregate.

In the United Kingdom, capital requirements are estimated to decline by 1 percentage point, and the Bank of England has a mandate to consider the economic impact of capital requirements. Even our dear friends, the European Union, are pursuing regulatory simplification with growing pressure to give greater weight to competitiveness. The EU is expected to delay an increase in capital requirements related to the Fundamental Review of the Trading Book by up to three years. Meanwhile, competition is intensifying. Financial centers such as Singapore or Hong Kong are strengthening their competitiveness in areas where Switzerland has traditionally been strong, including cross-border wealth management, with the stated ambition to take the leading role. When geopolitics shift, small and open economies must stay agile to thrive. They need smart, internationally aligned regulation that bolsters rather than blunts competitiveness.

Yet in financial services, the Federal Council's proposals are moving Switzerland in the opposite direction, and they have little to do with addressing the root causes of the Credit Suisse issues. Let me be clear, we want to remain headquartered in Switzerland. We have consistently sought and continue to seek a constructive outcome. We are looking for a solution that preserves a competitive, successful, and prosperous Swiss financial center based on strong capitalization. We stand ready to work closely with the Finance Ministry, the Swiss National Bank, FINMA, and Parliament on a pragmatic regulatory agenda. We must reinforce financial stability while strengthening competitiveness through targeted, proportionate, and internationally aligned regulation that supports the financial sector and Switzerland's long-term prosperity.

In the meantime, it is our duty to evaluate appropriate measures to address, if confirmed, the negative effects of these extreme proposals in order to minimize the impact on our shareholders, clients, employees, and the communities in which we operate. Against this backdrop, and amid growing pressure from markets and from many of you, our shareholders, key business decisions may soon become unavoidable. Again, I would like to emphasize that we continue to seek a workable outcome. We remain committed to our successful and proven strategy, centered on growing our asset gathering activities. We rule out any shrinking of our value-generating businesses. Dear shareholders, 2025 was a successful year for UBS, and you were the primary beneficiaries. Last year, we returned $6.4 billion of total capital to you. That included $3.4 billion in dividends, with the remainder delivered through share repurchases.

For 2025, we propose a dividend of $1.10 per share, representing an increase of 22% over last year. We also intend to repurchase $3 billion of shares in 2026. This is a moderate amount, significantly less than in 2022 before the acquisition of Credit Suisse. For 2026, we are accruing for a mid-teens percent increase in dividend per share. Beyond that, we remain committed to a progressive dividend complemented by share repurchases. While we have the ambition to do more, any additional share repurchases are going to be subject to further clarity around the future regulatory regime in Switzerland, our financial performance, and maintaining a CET1 capital ratio of around 14%. With most of the integration work now behind us, our ambition is clear, to restore and, over time, surpass our pre-acquisition levels of profitability. Our strategy remains unchanged.

It has served us well and will continue to guide us. We aim to remain Switzerland's leading universal bank and the banker of choice for the wealthy of the world, supported by strong capabilities in asset management and investment bankin g. We have particular ambitions in Asia, the world's fastest-growing wealth market, and in the United States, the world's largest wealth market. The approval last month for a national bank charter in the US represents a significant milestone. We will also continue to build up our already strong Europe, Middle East, and Africa franchises. Artificial intelligence is playing an increasingly important role in achieving these goals. We're adopting this technology across the firm through several cross-functional products. Our stakeholders rightly expect us to play an active role in supporting the transition to a low-carbon economy. We take this responsibility seriously.

We continue to see strong demand for advice, products, and solutions in this area. UBS has long been a leader in sustainability, and we remain firmly committed to maintaining this position. UBS is committed to sustainability as a core value that sets us apart. Our progress there is reflected in external assessments. MSCI reaffirmed our AA score, and we continue to perform strongly in the S&P Global Corporate Sustainability Assessment. Let me conclude. We are nearing the completion of the Credit Suisse integration. Our strategy is working. The world is getting wealthier, and UBS is exceptionally well-positioned to participate in that growth while remaining firmly anchored in Switzerland. I'm convinced that this is a winning model for the future. At the same time, the Federal Council's regulatory proposals represent a serious risk to that model. They would fundamentally disrupt our business model.

It is both our right and our duty to contribute our perspective to the regulatory discussion in Switzerland. Before I conclude, I would like to extend my sincere thanks to Lukas Gähwiler, Vice Chairman of the Board, who will not stand for re-election unfortunately. Lukas has served UBS in numerous leadership roles over many years. Since 2022, he's been Vice Chairman of the UBS Group Board. As the final Chairman of Credit Suisse AG, he played a pivotal role in the successful integration of Credit Suisse into UBS. On behalf of the Board of Directors, and very much personally, I would like to thank Lukas for his outstanding contributions and unrelenting commitment to UBS. It has been a privilege to work alongside him. We wish him every success in the next chapter of his professional and private life.

I would also like to thank Bill Dudley and Jeanette Wong on behalf of the Board for their steadfast commitment and significant contributions over the past years. Thank you very much for you two as well. Furthermore, let me express my sincere appreciation to our clients for their continued trust, to our employees for their dedication and hard work, particularly their exceptional commitment throughout the integration progress, and to our Group CEO, Sergio Ermotti, and the Group Executive Board for their exemplary leadership, to my fellow members of the Board of Directors for their guidance and support, and to you, our shareholders, for your confidence in UBS. Thank you for your attention and for your support and the proposals presented to you today. Let me now hand over to Sergio. Sergio?

Sergio Ermotti
Group CEO, UBS Group AG

Thank you, Colm. Ladies and gentlemen, dear shareholders, I would also like to extend a warm welcome to you here in Basel and to everyone joining us online. 2025 was yet another good year for UBS. We owe this to the strength of our global and well-positioned business model. In a market environment characterized by greater uncertainty and volatility, we remained close to our clients. We supported the Swiss economy and have achieved a very good financial result. As you can see in this chart behind me, net profit for the past year amounted to $7.8 billion. The return on Common Equity Tier 1 capital was 10.8%. On an underlying basis, it stood at 13.7%. This reflects the consistent implementation of our strategy, high operational efficiency, and the exceptional commitment from our employees.

We're on track to achieving a return on Common Equity Tier 1 capital of 15% on an underlying basis, as well as a cost / income ratio of less than 70% by the end of 2026. As our Chairman of the Board of Directors has mentioned already, the last customers in Switzerland were successfully migrated to UBS systems in March. This means we have essentially completed migration of around 1.2 million client relationships worldwide. We've also completed the integration across the various business units and in central Group Functions. We have further significantly reduced our legal risks, as well as IT applications risks and capital requirements of the Non-core and legacy unit. By the end of the fourth quarter of 2025, risk-weighted assets had fallen by 2/3. This enabled us to release nearly $8 billion in capital since 2023.

By the end of the first quarter of 2026, we decommissioned 60% of IT applications we no longer required. We've taken 76,000 of 106,000 servers offline and closed 10 of 16 data centers. We have also further reduced costs across the Group. By the end of 2025, we had achieved gross savings of $10.7 billion, and we've identified further savings potential. We've therefore increased our cost savings target by $500 million to around $13.5 billion by the end of 2026. Optimization of our balance sheet is now largely complete. This enables us to achieve a return of around 10% over the cycle, relative to average risk-weighted assets. It is remarkable how strong and profitable our business units have evolved in recent years. As you can see from this chart, they're presenting solid regional diversification and are achieving earnings in the billions, and this at strong growth.

As our Chairman has emphasized, none of these achievements were guaranteed when we acquired Credit Suisse in 2023. The pace and precision of integration have been exceptional. For this, all UBS employees deserve our sincere thanks. However, we are not quite there yet. With every step we're taking, we're moving closer to planned completion of the integration by the end of the year. We'll be able to realize the full benefits of the acquisition through sustainably higher returns, through a yet better client experience, and through positive impacts on the communities in which we live and work. Our guiding principle remains unchanged. We aim to achieve sustainable growth based on capital discipline, a prudent approach to risk, our expertise and our strength as the world's largest global asset manager. Global Wealth Management remains at the heart of our business model, which is focused on asset management.

It is a key driver of stable, sustainable profitability. Asset inflows in 2025 amounted to $101 billion. By 2028, we aim to achieve inflows in excess of $200 billion per year. The cost / income ratio should then stand at around 68%. We aim to achieve this by deepening our client relationships and expanding our offering in all regions. In the US, Wealth Management revenue generated around 60%, which is the largest part of our business. We recently obtained a national banking license there. This is a significant milestone. It allows us to offer a much broader range of products and services to private clients, including traditional bank accounts. This will make our US business more resilient and profitable.

In Latin America, we aim to further strengthen our position as the leading asset manager, focusing on Brazil and Mexico. In the Asia Pacific region, we increased assets under management to over $1 trillion. This consolidates our position as the largest asset manager in the region. We aim to further expand our share of wallet across the entire region through strategic partnerships, additional distribution channels, and more relationship managers, client advisors. Our leading position in Europe and the Middle East is based on a profitable platform offering cross-border services and booked in Switzerland. This offering is in particularly high demand in the Middle East, where our business has almost doubled since 2023. Switzerland is an important anchor of stability for our wealth management business.

This is underpinned by our long-standing and broad-based client relationships. Personal and Corporate Banking is a key pillar for UBS. It enables us to secure our position as a leading universal bank and a reliable partner for the Swiss economy. The interest rate situation in Switzerland could perhaps delay our goal of achieving a cost / income ratio of 50% by the end of 2026. Transiting to a uniform platform, we expect to get further synergies, and we're investing in customer service to further drive our integrated offer, both in Switzerland and around the world. These measures should have a positive impact on profitability. Thus, we are confident of achieving our target of a cost / income ratio of around 48% by 2028. In Asset Management, we have significantly improved operational profitability. In addition, we have largely completed integration in key areas.

A clear strategic focus and a broad-based product range are driving growth in the areas of alternative investments, ETFs, and index solutions. In Asset Management, the Unified Global Alternatives unit manages assets of $330 billion in alternative investments. This scale enables us to offer clients broad-based access to private markets and hedge funds. Through consistent cost management and platform improvements, Asset Management aims to achieve a net new money growth rate of around 3% over the cycle. By 2028, the cost/income ratio is expected to be around 65%. In the Investment Bank, we continue to rely on our strong and efficient model. This complements our Asset Management business and strengthens collaboration with the Group. It also complements our business with corporates in Switzerland, with a clear focus on our client needs. Revenue in the Global Markets segment rose to a record level in 2025.

We're expecting this division to continue to perform robustly. At the same time, Global Banking further expanded its market share across the board in Asia Pacific, EMEA, Switzerland, and the Americas. We expect to double revenue in this division by the end of 2026, compared with 2022. For the Investment Bank as a whole, we are targeting a return on allocated equity of around 15% over the cycle. Ladies and gentlemen, not only are we working to complete the integration and implement our short and medium-term priorities, but we also want to prepare UBS for the coming decade. Technology and structural trends that are shaping the financial industry and set to support long-term growth, shown in this chart, wealth building and growth in alternative investments and geopolitical uncertainties, we are well positioned to support our clients in this setting. Technology and artificial intelligence play an important role in this context.

This is why we're investing heavily in transformative programs in the field of AI. These programs will fundamentally reshape our processes, improve customer service, and strengthen our operational resilience. For example, we're using agent-based AI to simplify and accelerate processes. This applies, for instance, to account openings or regulatory processes, including Know Your Customer checks. In parallel, we are strengthening strategic partnerships with leading technology companies and universities. This includes the establishment of the Oxford-UBS Centre for Applied AI, as well as our collaboration with the Dalle Molle Institute for Artificial Intelligence of the University and University of Applied Sciences in Lugano. The aim here is to translate cutting-edge research into practical solutions from which as many clients as possible ought to benefit. We also recognize that digital assets and tokenization are presenting new opportunities.

This has the potential of fundamentally changing the way we work. We are pursuing a focused, client-centric approach. We are building key infrastructure and developing our offering in a targeted manner. All this is going to contribute to restore UBS's profitability to 2022 levels by 2028. That is before the acquisition of Credit Suisse. As this chart shows, you too, dear shareholders, played your part in safeguarding financial stability in March 2023. This slide clearly shows that talking about a bargain or the deal of the century is entirely inappropriate in the context of the Credit Suisse rescue. Ladies and gentlemen, I shall not repeat the very important comments made by the Chairman of our Board on regulation. Suffice it to say, three years ago, Switzerland faced one of the most difficult moments in modern financial history. It acted decisively and responsibly.

This ensured stability and prosperity, thanks also to the contribution made by UBS. Now, Switzerland faces a crucial phase in shaping the regulatory framework for the future. The question is not whether we will strengthen financial stability, but how we're going to do it. Lasting stability requires regulation that is targeted, proportionate, and internationally aligned. We do not need fear-mongering, and certainly, we do not need measures that may have a reassuring effect in the short term, but weaken stability and competitiveness in the long run. The upcoming parliamentary process will be crucial. Consultation has triggered a great many reactions. In the process, a clear majority of people have questioned the calibration and international consistency of some of the proposals.

It is to be hoped that these signals will be fully reflected in the democratic process. It is in our country's interest that the financial center remains strong and internationally competitive. Finding the right balance will be decisive. Esteemed shareholders, in conclusion, I would like to thank our Board of Directors for excellent partnership and cooperation. I would like to thank our Chairman, Colm Kelleher. My thanks also go to Lukas Gähwiler, who is not standing for re-election as Vice Chairman. I would like to thank him for his extraordinary commitment to UBS over many years. Lukas, I would also like to thank you for the trust and cooperation with me personally. I would also like to thank our clients for their continued trust, and I thank my colleagues on the Group Executive Board and our employees. They have shown extraordinary dedication and professionalism in yet another challenging year.

Finally, I would like to thank you, dear shareholders, for your continued support and trust. I would like to get back to what the Chairman of the Board of Directors and I promised on the 12th of June 2023, upon completion of the acquisition. I quote, "We're focusing on our clients, private individuals, entrepreneurs, and companies, and helping them to protect and grow their wealth and achieve their goals. Together, our strengths and capabilities will be even more effective. We will make decisions based on facts, taking all aspects into account.

We remain committed to our strong UBS corporate culture, our conservative approach to risk, and our high standards of service, and we will not compromise on any of these." End of quote. This promise has guided our actions in every step along the way. It remains our guiding principle as we are making UBS even stronger, even more resilient, and even better positioned for the future. Thank you. [Non-English content].

Colm Kelleher
Chairman, UBS Group AG

Thank you, Sergio. I ask Michael Schoch to report the attendance.

Michael Schoch
Group Company Secretary, UBS Group AG

The verification of admissions tickets has yielded the following results. We have 1,136 shareholders and independent proxies present. We have a representation of 1,881,665,285 voting shares represented. That equals 77.64% of all shares that entitle the owner to vote, with a nominal value of $0.10 each. I announce the following. According to Article 689f Paragraph two of the Swiss Code of Obligations, the independent proxy holds 1,872,709,511 votes, and the shareholders present in the room, 8,955,774 votes. Attendance is being recorded in real time.

Colm Kelleher
Chairman, UBS Group AG

Before we start with the discussion of the individual agenda items, I would like to inform you on behalf of Dr. Marolda, the independent proxy, that she informed the Board of Directors last Monday in aggregated form about the voting instructions received. I can now move on to the individual agenda items. I will present the first three agenda items consecutively. Once all three items have been introduced, I will open the door for discussion on these agenda items. Thereafter, we will vote on all three items together in one voting process. I start with agenda item one, the approval of the UBS Group AG Management Report and Consolidated and Stand-Alone Financial Statements for the 2025 financial year. As usual, the detailed Annual Report for 2025 is available on our website.

The reports of the statutory auditors, Ernst & Young Ltd for the 2025 financial year, are included in the Financial Information and do not contain any reservations. I continue with Item two, the advisory vote and the UBS Group AG Compensation Report for 2025. Dear shareholders, compensation continues to be a subject of high public interest, and your feedback on this topic remains very important to us. We are pleased that the comments we received in 2025 were overall positive. The feedback also recognized that our compensation philosophy continues to provide a strong alignment with shareholder interests. Our compensation framework remains consistent with prior years, with clear commitments to fair and consistent pay practices embedded in our policies. Pay equity and equal opportunity are fundamental to support our strategy. We pay for performance, and we take pay equity seriously.

As last year, I will provide further comments on the compensation topics ahead of the respective agenda items, but again want to address upfront the topic of CEO compensation. When the Board determines the compensation of the Group Chief Executive Officer, it consistently considers the financial performance as well as the achievements against non-financial objectives and behaviors. For 2025, Sergio Ermotti's compensation is in line with last year and reflects the strong financial results and the great progress on one of the most complex integrations in banking history. In addition, he successfully positioned UBS to develop further sustainable long-term growth and efficiency gains.

The fact that 80% of his variable compensation is deferred for up to five years further demonstrates that our compensation framework provides strong alignment with shareholder interests and appropriately links compensation to longer-term sustainable performance. Please let me emphasize that Sergio Ermotti's overall compensation remained unchanged compared to last year, despite the excellent financial performance, the strong progress on the integration, and the achievement of 100% of his goals. I continue with Agenda Item three, the advisory vote on the UBS Group AG Sustainability Report for 2025. Dear shareholders, in 2025, we made further progress in advancing our Sustainability and Culture Agenda. We have done so based on our commitment to further evolving UBS's culture, as well as our continued ambition to position UBS as a leader in sustainability.

Our progress is reflected in key environmental, social, and governance, ESG ratings, with MSCI reaffirming our AA score and continued strong performance in the S&P Global Corporate Sustainability Assessment. We are proud of the very practical and tangible results achieved, as is evidenced by selected facts and figures, which are displayed behind me. We continue to support our clients as they transition to a low-carbon economy, assessing climate-related risks and opportunities across our businesses to create value for clients, shareholders, and other stakeholders. We continue to advance key components of our Climate Action Plan, achieving reductions in our direct and indirect net greenhouse gas emissions, and lowering our overall energy consumption. We also remain committed to our lending sector decarbonization targets to address our financed emissions in specified sectors and have progressed on these.

The Say-on-non-financial-reporting brochure, which is published on our website, provides you with a summary of non-financial aspects including environmental matters, social concerns, employee-related issues, the respect for human rights, and anti-corruption measures. More information can be found in the UBS Group AG Sustainability Report 2025, which can also be accessed online on our website. Dear shareholders, I now open the discussion on the agenda items one, two, and three. I kindly ask speakers to limit their remarks to a maximum of three minutes. Time displays are installed to keep you an eye on your speaking time. I will be watching that time display myself. The first speaker is Mr. Friedrich Dumke . I would like to ask Mr. Vincent Kaufmann and Ms. Catherine Landolt to get ready to follow on with their questions.

Friedrich Dumke
Representative, UBS Employee Representation

Good morning, everyone. Esteemed Chairman of the B oard, Members of the Executive Board, ladies and gentlemen, esteemed employees of UBS. A few weeks ago, UBS successfully completed the transfer of Credit Suisse clients in Switzerland, an extraordinary milestone and exceptional achievement. This success was by no means a given. It is the results of tireless work carried out with the utmost professionalism and an impressive team spirit. During this period, UBS employees not only managed the integration but also continued to run day-to-day business at the highest level of quality. For this, they deserve our sincere thanks and deep respect. We must not forget that behind every success, there are also people. The integration has been a major challenge for many employees, professionally, emotionally, and personally. Changes in the organization, in tasks, and in requirements bring a variety of challenges.

Change can also lead to job reductions, and that is painful for those affected. Nevertheless, UBS's strong social plan in Switzerland helps to guide these processes in a responsible and socially compatible way. In this past year, the company also chose to fill a large number of vacancies with internal employees, which is a clear commitment by the bank to continue to rely on the skills and dedication of its own staff. This is an important signal of appreciation and speaks to the high level of competence and skills amongst our employees. For the excellent collaboration during the integration process, I would like to thank the UBS HR team and our external social partners, the Swiss Bank Employees Association, the Swiss Association of Commercial Employees, and the Swiss Bank Employers Association. Ladies and gentlemen, we are living in a time of great change.

Geopolitical uncertainties, economic tensions, and new technologies are shaping our daily lives and environment. The public debate on regulation shows how important reliable rules are, and the challenge is to find the right balance. Regulation that draws the right lessons from the past without overshooting the mark and negatively impacting Switzerland's financial sector, including Switzerland in general as a place of work. Switzerland has derived part of its prosperity from the value created by its banks, and at the same time, the banks benefit from being based in Switzerland. It is therefore all the more important that UBS continues to offer sustainable, appealing jobs in Switzerland and remain a Swiss bank in the future. With the rise of artificial intelligence, we're currently experiencing a technological development whose influence extends far beyond the world of work.

It will profoundly change our lives, our society, and our economy, and also the way we work. Current AI models, for example, cannot develop independent thoughts or ideas. For UBS employees, technological progress means that artificial intelligence can take over certain tasks, such as analyzing large data sets, taking minutes in meetings, or supporting us in our daily work. For example, when planning and also in many other areas. And artificial intelligence also works using algorithms based on data and assumptions. Its application can strongly influence decisions, our behavior, and even social norms. The role of employees and management therefore remain crucial to interpret results, assess them professionally with the necessary expertise, and take responsibility for decisions. This also changes requirements. Work is becoming more complex, and we need employees who can flexibly apply their expertise and experience to responsibly accompany this development.

To make sure that as many employees as possible can help shape this change, we need opportunities for further development and training. Only this way will colleagues be able to take on new roles that technological progress entails. In addition to lifelong learning, UBS University also offers programs to support this transformation. With their knowledge and skills, our employees will be crucial in successfully meeting the challenges of the future. A strong UBS needs employees who feel secure, who see their future linked to the bank, and who can deliver strong performance with true engagement. It is important and right that UBS promotes a healthy working environment and enables employees to achieve agreed targets within the planned working hours. A diverse and inclusive work culture is also an essential component. Switzerland will continue to need a strong social plan to responsibly manage change processes. Ladies and gentlemen.

Together with the employer, we bear great responsibility for employees in Switzerland. This is what we stand for as the personnel representation of UBS, banking is people. A huge thank you to all UBS employees. In closing, ladies and gentlemen, I'd like to also extend my heartfelt thanks to Lukas Gähwiler for his excellent collaboration. I have always greatly appreciated the dialogue with you in the external social partnership and also as the President of the Swiss Bank Employees Association, you have made a lot of progress. You've done a lot and have had a real impact for employees. Thank you so much.

Colm Kelleher
Chairman, UBS Group AG

Thank you very much, Friedrich Dumke . Thank you for the ongoing good collaboration and partnership and the things you point out, and we clearly look forward to continuing to engage with you on these important topics. Now we have Mr. Vincent Kaufmann.

Vincent Kaufmann
CEO, Ethos Foundation

Dear Mr. Chairman, dear member of the Board, dear shareholders. I'm speaking on behalf of the Ethos Foundation and its more than 250 members, mainly Swiss pension fund, that collectively manage around $400 billion. As long-term shareholders, we have a direct interest in seeing UBS manage sustainably, both environmentally and financially. I would like to address three topics today. First, the bank's sustainability ambition remains insufficient. We acknowledge UBS climate target and the 83% reduction in finance emission from fossil fuel since 2021, but we want to look at the full picture. Sustainable investment account for just 5.8% of the total asset under management, 5.8%. That's simply not enough for the world's largest wealth manager. At the same time, gross lending exposure to fossil fuel still amount to over $9 billion across the full value chain.

Moreover, the lending portfolio decarbonization targets do not even cover half of the total credit exposure. I'm happy that our Chair mentioned that the bank is willing to finance the energy transition. On the lending side, there is a simple metric to measure a bank's contribution to financing the energy transition. This is the Energy Supply Financing Ratio. The green financing is divided by fossil financing. If the result is above one, the bank finance more renewables than fossil. If it's below one, then the bank does the opposite. Leading European bank already published this key figure and exceeds the threshold of one. UBS does not publish this ratio, so we ask UBS to consider publishing this ratio in the next reporting. That would help us to assess the real ambition of UBS in financing the climate transition. Secondly, executive pay remains excessive and inadequately calibrated.

UBS ranks at the very top of compensation among major banks in Europe. The CEO is among the highest paid bank executives in Europe, and we do not dispute the principle of paying for performance, but the current system has two structural shortfalls. First, the long-term incentive plan is valued at only 50% of the share price. This result in a leverage effect that is yet not reflected in the maximum variable compensation cap that we'll vote on today, and not included in the maximum cap mentioned in the remuneration report. The maximum variable pay can be much higher than what is mentioned in the report. Secondly, the performance criteria remain very heavily tied to the return on tangible equity. This is fine, but this creates an incentive for the management to keep the core capital as low as possible in order to inflate profitability.

This cannot be considered as an incentive for performance, but rather than for risk-taking. We call on the Board of Directors to set a lower cap on variable compensation that fully integrates the leverage effect. We also expect the Board to prevent potential remuneration excess, in particular, to avoid political measures that could prove to be much more restrictive. Third, the capital strengths. We heard this is a very important topic for UBS and for us shareholders. UBS is now the only global systemic bank in Switzerland. This scale carries a responsibility that extends to the entire Swiss economy. We are concerned that the share buybacks and high bonuses are coming at the expense of a solid capital base. The Federal Council has rightly proposed stricter capital requirements. We support this approach.

Today's proposal to cancel the shares bought back last year strike us as illogical, since a part of the reform of the capital requirement will be published most likely in a few days. We must not allow a system where executives are rewarded while the risk is borne by the financial system and taxpayers. This was one of the lessons of 2008. This was one of the lessons of the collapse of Credit Suisse. We shall not forget this lesson, especially since UBS new size would not longer allow a taxpayer bailout. UBS stands at a turning point.

The question is not whether the bank is profitable. It is. The question is whether the bank remains sustainably profitable, and profit must be not earned at the expense of financial stability in the future. We expect UBS to live up to this responsibility in the interest of all shareholders, long-term shareholders, and of Switzerland. Thank you for your attention.

Colm Kelleher
Chairman, UBS Group AG

Thank you for those comments. If we talk about sustainability, and I expect further questions on sustainability, let me use this opportunity to emphasize some key points respectively, to reemphasize some of the points that I made in my speech. We are guided by our ambition to be a leader in sustainability. The ambition and our progress have been confirmed by key environmental, social, and governance ratings, MSCI, and the S&P Global Corporate Sustainability Assessment. In 2025, we further developed our climate transition plan and advanced its implementation. We fundamentally support clients as they transition to a low-carbon economy. Specifically, we made significant progress towards our Scope 1 and Scope 2 net-zero targets. We reduced emissions by 48% cumulatively against the 2023 baseline and 20% year-on-year. We remain committed to our lending sector decarbonization targets in key sectors.

We have, in fact, and acknowledged by you, made significant progress in our sector decarbonization journey with changes in absolute financed emissions associated with the UBS in-scope lending for fossil fuels reduced by 83% against the 2030 target of 70%. Lastly, to specific points you raised, let me highlight that our Asset Management had a combined invested assets value of $111.5 billion in net zero ambition portfolios, up from $64.4 billion the previous year. With regard to the Energy Supply Financing Ratio, we explore metrics like these as part of our extensive internal review processes. However, given our business model, this particular metric has limited relevance at this time. On executive pay, I fundamentally disagree with your comment on us being amongst the highest paid versus the US banks.

With respect to the long-term incentive award, the initial share allocation of 50% of the maximum opportunity is not a share price discount, but rather reflects the inherent risk of the instrument, including potentially losing 100% of the shares. In line with market practice, shareholders vote on the awarded amount, which reflects the accounting value and cost to shareholders. Our compensation framework already materially reflects many of the best-in-class principles that support long-term sustainable performance with compensation delivered over five years. There is no scenario where we incentivize equity below our stated capital ratios. Our approach to compensation supports appropriate risk-taking and capital management. Thank you. With that, can we have Ms. Landolt, please?

Operator

She has no question.

Colm Kelleher
Chairman, UBS Group AG

She has no question? Whilst we're waiting for Ms. Landolt, could Mr. Henrik Schmidt, Ms. Natalia Ferrara , and Mr. Nicolas Gerschmann get ready, please. Ms. Landolt. Thank you.

Catherine Landolt
Shareholder, UBS Group AG

Good morning, everyone. It is making me to be in the spotlight, which takes some courage. Before I tell you why I'm standing here, just a quick note. Let's talk about one of UBS most influential personalities, Colm Kelleher. You all know him, but not everyone here in this hall in Basel knows what truly sets him apart. I struck up a conversation with him at a memorial service shortly. It was about the project I had discussed several times with the deceased. As we parted, Colm Kelleher shook my hand, and it struck me like a lightning, because this man had the most delicate hands a man could possibly have. Anyone with hands like that has life under control, and hopefully our bank as well. We are all gathered here in Basel because we have the best interests of UBS at heart.

UBS is once again in the crossfire of the US Senate. This also has something to do with the acquisition of Credit Suisse. Ladies and gentlemen, with the integration of Credit Suisse, UBS is now the successor bank to all of Switzerland's former major banks, namely the Schweizerischer Bankverein, the Schweizerische Kreditanstalt, the Schweizerische Volksbank and the Schweizerische Bankgesellschaft. Now I'm coming to the point. Jewish refugees fleeing Nazism brought not only their money to Switzerland, but also their personal belongings, such as valuable items like jewelry and had these stored in Switzerland in the hope of retrieving them later. Safes were rented for some of these possessions, but according to information from insiders, banks and other institutions also set up storage facilities for these personal belongings at the time, so-called consignment warehouses, and some of these may still exist today.

To facilitate the restitution of looted cultural property, the Cultural Property Transfer Act was enacted after World War II. However, even at that time, the Swiss Bankers Association objected, arguing that individual banks should not be burdened with conducting their own investigations into the contents of safes and deposit boxes, but should instead wait for specific inquiries or lawsuits from abroad. Unfortunately, it must be assumed that the same procedure was followed with regards to unclaimed personal belongings. In any case, they are not mentioned in the final report of the Independent Commission of Experts on Switzerland and the Second World War, the Bergier Commission. Just as the affected individuals and eyewitnesses are disappearing, so is the knowledge of the events of that time, and it is imperative to shed light on this matter.

Hence, my question to the Board of Directors, are you prepared to make some effort to investigate the events of that time? UBS expects trust from its stakeholders. However, it can only earn that through transparency and by addressing, not concealing past burdens. This is part of a fresh start for UBS in the spirit of good governance. The public has a right to know what happened to those personal belongings, and if any items still exist, they belong in a Jewish museum and must not disappear without a trace. Some of the objects should be displayed in a global exhibition as a sobering reminder of the past. I am not the only one who thinks like this. It has something to do with respect. All I desire is an exhibition with some of the ownerless objects, and this with all my heart.

I ask you not to hesitate any longer. It's time. I'm asking for that now for the third time at the AGM. It's now the third time I'm begging for this exhibition. Laid-off CS employees and the former CEO have lately broken their vow of silence regarding the ownerless objects. UBS now faces a truly unique dilemma. The bank cannot appropriate or dispose of these items because it is not their owner. Wars do not end when the last bullet leaves the barrel of a gun. The suffering that follows haunts generation and weighs heavily. The denial and concealment that have gone on for so long are simply unbearable, for me at least, and also for those employees who know about it. I have already faced many adversities in this matter. You can believe me. Giving up was never an option.

I ask you, Colm Kelleher, Sergio Ermotti, and the members of the Board of Directors to show goodwill toward my cause, which would win the hearts of people worldwide for UBS. Could you please hand this to Colm Kelleher? Thank you. Colm, I would gladly shake your hand again at any time and thank you for your attention.

Colm Kelleher
Chairman, UBS Group AG

Thank you very much for those comments. Clearly, we take the whole issue incredibly seriously and have shown nothing but goodwill and sincere diligence in our assumption of the Credit Suisse issues and the investigations we're doing. I would like to say that we have found lots of property. We're not there yet. We continue to investigate. The legal issues we've disclosed publicly, we did do a settlement at the end of the 1990s. This latest court case in the States is something that we are defending ourselves from vigorously.

Nevertheless, notwithstanding the legality, insofar as you have information that you can give us where we can help you pursue these issues, we would very much like to hear those, and if necessary, do what we can. Thank you very much for your comments. Thank you. With that, Henrik, are you here? Are you going to speak in English or German for me?

Henrik Schmidt
Representative, DWS

If you allow me, Mr. Chairman, Mr. Ermotti. Members of the Group Executive Board and the Board of Directors, ladies and gentlemen, I represent DWS, one of the leading European asset managers, and I'm speaking for the first time at the AGM of UBS. Following a very successful year, Mr. Chairman, you mentioned the figures already. All core areas of UBS have contributed to this stability, and this is to remain so. We, as shareholders, are happy to see that the litigation in France, the cross-border case, has led to penalty and damages of $835 million. It's an entirely lower outcome than we had expected, and it seems to be a sign of moving towards new horizon.

One question on that. Any of the payments of the $835 million, have they been covered by insurance to some extent? Mr. Chairman, you mentioned the economic significance and the social significance of UBS to Switzerland. You clearly emphasized on that, and UBS does have a very solid capital base. Growth, integration, capital repatriation can be funded. Furthermore, you impressively outlined the potential. Potential disadvantages UBS would suffer should the current debates on regulation go on, or should the regulation come out like that. It's clear that regulators and supervisors have to learn their lessons from the past, and they have learned their lessons, and from an investor point of view, it's understandable.

It remains crucial for regulation to be risk-adequate, to be internationally comparable, and to be neutral in terms of competition. Over-regulation is a burden on the return on capital and weakens repatriation of capital. I clearly say that equity is not an end in itself. The capital requirements now being debated are challenging the logic of, let me say, rescuing Credit Suisse by integrating it in UBS. For us as shareholders, the takeover of Credit Suisse was certainly not obvious, and only it was acceptable under reliable conditions. If these requirements are now made more strict, it will be disappointing to us shareholders, and we doubt the reliability of the statements made. It cannot be in the interest of Switzerland if the only remaining systemically relevant bank in Switzerland now would look into relocating.

Too big to fail has to create stability and should not be a trap in terms of competition and location. I think we consider it necessary that you, as a Board of Directors, contribute to the debate. Against this background, we welcome the national banking charter that UBS has from the Comptroller of the Currency for the UBS subsidiary in the US, and this goes to show how important competition is, and we cannot ignore that from the point of view of shareholders. On integration, you made extensive statements. I'll be brief. Maybe you could briefly state about the role of the accounts recently identified that are subject to a hearing in the US Senate with regard to a National Socialist background and the possible implication they would have, and what role Mr. Ronner would be playing there or might have been playing there?

I would like to go along with the previous speakers who thanked you, Mr. Gähwiler, for four and a half decades. You've been a reliable and highly appreciated architect of the Swiss banking scene, and your contribution to the successful integration of Credit Suisse and UBS is certainly not to be underestimated. We were a little surprised when in October last year, it was announced that Mr. Ronner would be your successor today. We have to be open in saying that, well, the Board of Directors communicated well and very much in advance so that we could adjust to that. Mr. Gähwiler, we wish you all the best for the future, the freedom you're going to have, and we're going to wish your successor the best of luck in this mandate.

The two candidates proposed today for election to the Board of Directors, we also wish all the best. With Mr. Maestri, we have some doubts regarding the overboarding, and I would like to emphasize on that. Ladies and gentlemen, UBS was successful in 2025, setting the course for further growth. It is now time to take the right decisions, weighing the pros and cons of the setting, and we would assume that you are going to apply discernment and transparency. Wish you all the best in doing that, and we will be happy to constructively support this process.

Maybe I'll be coming back next year and would be happy to speak about the basis of a new regulation assessing the situation. I wish you best of luck, and I would also like to thank all the employees of UBS around the world who made a considerable contribution to this success. Thank you very much.

Colm Kelleher
Chairman, UBS Group AG

I probably need about an hour to answer all those questions, but I will try and summarize the answers because some I've already addressed. On the cross-border French tax matter, we had fully provisioned. There was no insurance paid in this, and we settled below what we thought we would do at the time. On capital strength regulation and international competitiveness, I think I've been very clear in my thoughts, in my speech, and I'm more than happy to talk to you on an individual basis, as you know I will, to go through that in more detail. At what capital level would you have to structurally reduce capital returns is your question. That will all depend upon what the too big to fail rules are, and we will react accordingly when we have clarity on that. Clearly that also applies to the share buyback.

When we have clarity on where we end up with capital under the Swiss regime, we will have further clarification to give you and so on. We do, however, think that the Federal Council's proposals, as we've been very clear on, are extreme and unfortunately unacceptable in their current form for us. In terms of structure, risk management, all these changes you want to know about, let us wait and see what the resolution is. Again, I'm sorry. When we have clarity, we'll be able to be much more definite about that. I don't think the national bank charter in the US was a strategic objective in itself. It was a continuation of the growth of our wealth management business in the US We were the only large bank that did not have a national bank charter.

We had an ILC, for those of you who are interested in such things, and that conversion is very important for us to support and develop our wealth management activities and provision of banking services to our wealth management clients in the US I think we've spoken at length about the Credit Suisse investigation. There was a Senate hearing. You've heard our response to that. We take this very seriously. We are dealing with this. We do not think we have any financial provisions there, but clearly, I take the moral obligation to make sure that we discover as much as we can very seriously. Lukas, you're not standing for re-election. Lukas has spent 45 years, give or take, with this institution and deserves to do something else.

I personally, as I made it very clear, will miss him, but I think we are very lucky to have a very strong candidate as Vice Chairman in Markus Ronner, who I have total faith, as the whole Board does, and by the way, as do our shareholders. Succession planning, we've been very clear about that going forward, and we will add to that as we can. In terms of Board involvement, we make sure that all our Directors have sufficient time and resources to serve in the interests of UBS shareholders. Again, Henrik, I'm sure there'll be follow-ups you'll want with me. We can arrange that separately. With that, can I move to Ms. Ferrara, please?

Natalia Ferrara
VP and Head of Social Partnership, Swiss Bank Employees Association

Esteemed employees of the UBS and employees of the financial center Switzerland, esteemed Chairman of the Board, members of the Board of Directors, and the Executive Board. Dear shareholders, dear members of the media. My name is Natalia Ferrara. I am Vice President of the Swiss Bank Employees Association. We have represented the approximately 120,000 employees in the Swiss banking sector for over 100 years. Bank employees are once again facing difficult times. The unemployment rate in the banking sector is incredibly high. It's at the same level as after the last financial crisis and during the COVID-19 pandemic, and it has risen disproportionately over the past 12 months. The outlook for the job market in the banking sector is not promising. Nevertheless, the Federal Council is proposing tighter banking regulations without having examined the impact of these measures on employees and the job market.

For us, as a union, three things are crystal clear. For one, human capital versus equity capital. With over 32,000 employees today, UBS is the third- largest private- sector employer in the country. Attacks on the bank are, for us as association, also attacks on the employees and on jobs in Switzerland, and that is why we categorically reject the Federal Council's current proposal on capital requirements. Second, risk minimization instead of overregulation. Unnecessary laws weaken necessary laws. Montesquieu knew that already. In Bern, for now, well, people seem to have forgotten. Maybe because FINMA and the Federal Council share responsibility for the collapse of Credit Suisse.

Instead of enforcing existing capital requirements, they granted Credit Suisse excessive exemptions, generous exemptions from the applicable rules, and we must not forget that is a mistake that was made. Unfortunately, up until today, no one has taken on that responsibility and taken ownership of that responsibility, of that mistake at government level. This is why we demand that we need to implement first what we already have. In terms of new rules, well, sure, they should be adequate. Also the authorities must be adequate applying these rules. Who will be able to consistently, coherently implement the new regulation once it comes into force? FINMA? Third point. Well, abroad, the situation abroad. Everyone, not just people in this room, are wondering what's happening with UBS. How high is the probability that the headquarters will be moved abroad? How great is the risk of a takeover? Everyone is wondering.

Some are playing with fire. Switzerland cannot afford to simply do without this last large globally active bank at that level. We don't want to speculate as association. I don't even want to think about different scenarios. We are working in favor of a strong Swiss bank. We are advocating for a strong Swiss bank in Switzerland, rooted in Switzerland, headquartered in Switzerland, that can be active at a global scale. You're being very generous. If I may, just a quick final remark in Italian. Mr. Ermotti, I'm addressing you in my native language without beating around the bush. When you returned to the helm of UBS three years ago, everyone was wondering what I thought of that, what I was thinking, and I replied that leaders are judged, well above all, by what they do, not by what they promise.

Three years later, I can now say, without fear of contradiction, that UBS has so far fulfilled all the commitments it made during the integration. To its employees, well, actually, that's something I cannot say about the Federal Council, to be honest. Well, we see that promises were not kept. Three years ago, as an association, we several times tried to bring attention to this matter with the Credit Suisse at government level in Bern. We did that several times, and we said it wouldn't be just difficult, but impossible for that bank to survive, and they laughed at us. Three years later, I will not stand here and make the same mistake to not be very clear in what we state. To be very clear to say that is not okay, and we cannot do with that. Guy Parmelin, President, Federal Council Member.

We clearly said at Parliament that we keep fighting. Today, Mr. Ermotti, I'm asking you for a clear commitment, a very clear commitment to Switzerland because the home of this bank is Switzerland, and this country has made it possible for this bank to become this big. The employees are the true legacy and the true asset of this bank, and it's important to not forget that. Thank you very much.

Colm Kelleher
Chairman, UBS Group AG

Before I respond, could I ask Mr. Gerschmann, Mr. Robert Hollenstein, and Mr. Nowak to get ready, please? Ms. Ferrara, clearly I agree with an awful lot of what you say. I want to thank you very much for your collaboration and partnership. We do agree that changes in regulation could have a negative implication for the workforce. Hopefully we will work together through this, and we will get the right solution. Thank you very much for your support. Yes, we very much want to give that commitment, but we have to be able to give that commitment if that's clear, right? With that, Mr. Nicolas Gerschmann from Actares, please. Mr. Hollenstein and Mr. Nowak will be getting ready. Thank you.

Nicolas Gerschmann
Representative, Actares

Mr. Chairman, ladies and gentlemen, my name is Nicolas Gerschmann, and I'm representing Actares at this annual general meeting. Actares is an association of individual shareholders committed to engaging in dialogue with companies to ensure they operate in a sustainable and responsible manner. My question, AT1 bonds, unlawful write-down. In October 2025, the Swiss Federal Administrative Court ruled that FINMA write-down of CHF 16.5 billion of Credit Suisse AT1 bonds was unlawful. UBS and FINMA have both appealed, meaning the case now sits before the Federal Supreme Court. Meanwhile, bondholders from multiple jurisdiction, retail investors, pension funds, institution are pursuing claims at ICSID and US court. My question is threefold. First, UBS letter to shareholders states the write-down was lawful, yet a federal court has ruled the opposite. Is it not misleading for UBS to continue asserting legality to shareholders while pending judicial process remain unresolved?

Second, if the Federal Supreme Court upholds the Administrative Court's ruling, what is UBS estimated financial exposure, and has a provision been set aside? Third, and most importantly, thousands of retail investors lost their life savings on instruments they were told were protected by Swiss law. Does the Board feel any moral responsibility towards these people or only a legal one? Withdraw from the Climate Alliance. UBS has withdrawn from the Climate Alliance and adjusted targets over time. UBS withdrew from the Net-Zero Banking Alliance in August 2025, pushed back its net-zero operational target by 10 years and dropped 20% Asset Management alignment commitment. What binding mechanism exists to ensure that current commitments will not simply be revised again in a few years? Fossil fuel financing. UBS financed $53.2 billion in fossil fuels between 2021 and 2024, while simultaneously claiming climate leadership.

You stated that financed emissions are 78% below your indicative trend line, but this is measured against your own self-defined baseline. Which independent third-party body verifies these figures? Why should shareholders trust a metric UBS designed itself? Legal and financial risk today regarding the Credit Suisse integration. Are the legal issues with Archegos Capital collapse 2021, Mozambique tuna bonds scandal, and Greensill Capital affair already terminated? You describe them as substantially resolved. Resolved at what cost? Why does UBS still avoid clearly quantifying the full economic and reputational impact of this failure for shareholders? $511 million Credit Suisse tax evasion fine.

UBS paid $511 million to settle Department of Justice allegations that Credit Suisse helped US clients hide over $4 billion from tax authorities with misconduct running from 2014-2023. This was not ancient history. It was ongoing right up until UBS acquired the bank. What exactly did UBS due diligence uncover before the acquisition? Can you guarantee shareholders that no further legacy Credit Suisse skeletons remain that could result in additional billion-dollar settlements? Actares thanks you for your attention.

Colm Kelleher
Chairman, UBS Group AG

Well, thank you very much. Let's go through a few of these. The write-down of Credit Suisse's AT1 instruments was an integral part of the rescue transaction. It was done pre UBS acquiring Credit Suisse, a decision made by FINMA, who were the arbiters of that. We believe the write-down was in accordance with the contractual terms of the AT1 instruments and the applicable law, and that FINMA's decree was lawful. The PUK report concluded that Credit Suisse would have been insolvent and could not have opened for business on the 20th of March without that rescue package. We and FINMA have appealed the Federal Administrative Court's decision, and the case is pending before the Federal Supreme Court. Everybody is entitled to a legal opinion until that final judgment. We do not comment on provisions for specific matters beyond what we have disclosed in our financial reports.

We will not comment on individual situations. However, I would note the terms of the AT1 securities were very clearly set forth, including FINMA's ability to order a complete write-down of the instruments. UBS generally expects, by the way, that AT1 instruments are primarily targeted to institutional investors. On the question with respect to the legal and financial risks of the Credit Suisse integration, following the repurchase of over 90% of the Credit Suisse supply chain finance funds, UBS no longer has a material exposure to claims in the Greensill matter. Equally, we consider the Mozambique and Archegos matters to be substantially resolved. These matters were known to us at the time of the acquisition agreement and accounted for.

This illustrates the risks and known but unquantifiable contingencies that UBS was required to quickly assess and accept as part of the rescue transaction, as well as our significant efforts over the last three years to address these legacy issues and resolve them. In fact, the Credit Suisse tax evasion matter, this was also known at the time of the acquisition agreement. Away from that, on climate sustainability, all I will say to you is we've laid out our leadership ambitions. We are being independently verified by independent assessors of our ratings in this business with high ratings. On the specific issue of withdrawing from the Net-Zero Banking Alliance, we withdrew from that banking alliance because we actually felt that our own metrics were of a higher quality than the Net-Zero Banking Alliance's metrics.

We continue to be part of the Net-Zero Asset Management Alliance. Thank you very much.

Natalia Ferrara
VP and Head of Social Partnership, Swiss Bank Employees Association

Sorry?

Colm Kelleher
Chairman, UBS Group AG

Oh, I'm sorry. Do forgive me. Ms. Ferrara, I apologize. You asked a question, and I wanted Sergio to specifically answer that question. Apologies for that oversight. Sergio.

Sergio Ermotti
Group CEO, UBS Group AG

Thank you very much for the recognition and the praise. As the Chairman said already, it's not easy to make promises without knowing the facts. You can be sure that we are going to work along the same lines in the interest of certainly of the employees, and we are going to do this at the same level, working for the employees just as much as for the clients and shareholders. Together with our Board of Directors and my colleagues on the Executive Board, we are going to fight until the last minute to make sure that decisions are made on the basis of facts, not on any attempts like what happened.

Now, you can always count on that. You mentioned it yourself. One thing is clear. It cannot be that a few years from now, somebody tells us, why didn't we speak up clearly? We speak up very clearly, and we're also taking responsibility for what we're saying. Thank you very much.

Colm Kelleher
Chairman, UBS Group AG

Mr. Hollenstein, please.

Robert Hollenstein
Shareholder, UBS Group AG

Ladies and gentlemen, esteemed members of the Board of Directors, dear Mr. Sergio Ermotti. If I may ask you, urge you to listen to me, I hope to do so in a reasonable manner. Maybe also keeping up with the motto of my high school German teacher, "Brevity is the soul of wit." The reason I'm addressing you, Mr. Ermotti, is not only due to the current situation at UBS. It dates back several years, actually. It goes back to the year 2018. At the time, you were CEO of UBS, and confidence and trust in the bank was not very high. You and UBS, you were harshly criticized and attacked from many different sides. In this delicate moment, you stood your ground with courage, with open eyes, and you demonstrated a remarkable and unforgettable to me and many other shareholders, I'm sure, commitment to UBS.

At the time, as a testament to your unwavering confidence in UBS's success, you publicly purchased a full 1 million UBS shares. That was no small amount. It was a significant sum, given that the share price was around CHF 13 at the time. Because of that, I myself then also purchased UBS shares. Of course, on a much more moderate, modest scale, obviously. Like me, many others also decided to buy. When I look at the share price today, I simply have to thank you. I think not only on my behalf, but also on behalf of many other shareholders, mille grazie, Signor Ermotti. Today, and especially over the past two to three years, you and UBS are once again facing criticism from many members of Parliament, including members of the Swiss government for the Federal Council, female members as well.

That despite the fact that you saved Switzerland from a banking crisis, despite the fact that you helped out the government, the Federal Council. After all, Credit Suisse could also have been bailed out by the state. Despite the fact that the integration of Credit Suisse into UBS was largely successful and socially acceptable. Not just you and your salary are under criticism, but also UBS legitimate interest in becoming a globally strong bank. You and your team are in an intense debate with our so competent Federal Council and Parliament, and regarding the amount of capital contributions, and I wish you all the best in that endeavor. I'd like to thank you for your steadfastness and, of course, with your Ticinese charm, you'll ultimately be able to find a compromise that is truly in Switzerland's best interest.

Mr. Ermotti, I'll conclude by saying that I can't help but express my heartfelt thanks for your efforts in 2018 and also for your current commitment to UBS. I don't just want to thank you with words. No. My name is Robert Hollenstein, which is why I fetched a few steins, which means stone, literally in German. Coming from Baden, I brought these. These are called Badener Stein, which are a delicacy, confectionery delicacy. I hope you can enjoy this world-famous delicacy, maybe with a fine espresso in Lugano or over coffee with the Board of Directors. There are enough of these delicacies for everyone. Signor Ermotti, all the best to you and to UBS, and I'd like to thank all of you for your attention. Thank you.

Colm Kelleher
Chairman, UBS Group AG

Well, clearly I agree with all your comments on Sergio Ermotti, Mr. Hollenstein. Thank you. Will Mr. Nowak get ready? We have Ms. Gsell, Ms. Chamkhet, and Ms. Corcelius thereafter. Mr. Nowak. Thank you.

Philipp Nowak
Representative, Urgewald

Group Executive Board, members of the Board of Directors. My name is Philipp Nowak, and I work for Urgewald, a climate protection organization. The Sustainability Report 2025 of UBS is entitled Thinking and Acting with the Long Term in Mind. Now, what you think in UBS, we cannot see, but we see your actions, and these are a far cry from being sustainable. UBS is particularly proud of its home base, Switzerland, a country with a high reputation around the world and known for its unique mountains. Today, I would like to ask questions about a shocking project that clashes with your alleged goal of long-term thinking and Swiss connectedness to mountains. You finance Glencore to a great extent, a company that has shown for years that it's not interested in protecting climate or protecting human rights.

In Elk Valley in British Columbia, Glencore owns various coal mines where coal is being extracted in a very harmful way. You call the process mountaintop removal. You're simply blasting away mountains. It's an internationally ostracized mining procedure that is excluded by most financial institutions, including UBS. Not enough. Glencore even intends to open a new mine there. Simon Leep of Wildsight, an environmental organization, says these mountaintop removal mining practices permanently alter the topography, pollute air and water, and degrade the quality of habitat for humans and wildlife such as bighorn sheep and grizzly bear. In the rivers in the region, there are fish with deformed skulls and spines. By mountaintop removal, selenium can enter the waters in harmful concentration. In 2025, selenium values were measured that are 30-fold the local values allowed. The reason for the valley fills used in mountaintop removal.

The reason for this is the valley fills. My questions are, what methodology do you use to observe the goals and guidelines of Client Risk Policy Framework? Do you have knowledge of Glencore's Elk Valley mountaintop removal procedure, and if yes, what knowledge do you have? How do you ensure that clients, employees, and shareholders of UBS can rely on the Client Risk Policy Framework being complied with? We all in this room would be shocked if a Swiss mountain were blasted away. This is a terrible form of mining that has to be terminated around the world. We call upon you to comply with your own guidelines and to terminate any form of business relationships with companies operating mountaintop removal mines. Thank you very much.

Colm Kelleher
Chairman, UBS Group AG

I cannot comment on specific transactions that I do not know about. We cannot and do not comment on any potential client relationships or transactions, but we do take accusations of bad behavior if they are specific to us very seriously, and I would urge you to engage with our people to give us more information on this. What I would like to say is that we make it very clear in our Sustainability Report what our metrics are, what our clear objectives are, and the measurements are.

We do recognize the importance of an orderly transition to a low-carbon economy, and I believe that our strategy includes the application of clear standards and criteria, but I would urge you to speak to our people on specific issues such as this to see if there is any way UBS can help. All right. Thank you. Ms. Gsell, please. I hope I'm pronouncing that rightly.

Julia Gsell
Representative, Climate Alliance Switzerland

Hello, everyone. My name is Julia Gsell and I'm here for the Climate Alliance Switzerland, but I will be asking a question on behalf of ShareAction. In ShareAction's latest benchmark assessing the environmental and social performance of major European banks, UBS ranked 25th, placing it last among the institutions assessed. UBS scored particularly weakly on its fossil fuel policies as the bank does not yet rule out finance for new oil and gas projects or projects involving high-risk extraction methods like fracking or ultra-deep water, oil and gas. This places the bank well behind a number of European peers who have also begun to rule out finance to certain companies engaged in oil and gas expansion. ShareAction's research shows that banks with stronger fossil fuel policies tend to allocate a smaller share of their total assets to fossil fuels.

While sound risk management and client engagement practices matter, they are not enough on their own. Without clear red lines on financing fossil fuels, there is little to prevent a bank from increasing its exposure to sector in the future. ShareAction's findings on UBS climate targets are equally concerning. The bank ranks 23rd out of 25 European banks assessed, and its renewable to fossil fuel financing ratio of 0.41 in 2024 was the third lowest amongst European peers. This means UBS is still financing far more fossil fuel than clean energy at a time when the energy transition calls for a strategic reallocation of capital and failure to do so increases both reputational and long-term financial risk for the bank.

Will UBS commit to concrete steps to strengthen its restrictions on fossil fuel by clients, by ruling out direct financing of new oil and gas projects, as well as new pipelines, liquefaction facilities, and regasification infrastructure? Thank you.

Colm Kelleher
Chairman, UBS Group AG

Thank you for sharing your views. We do not, however, share your conclusions as your methodology differs from other key ratings that recognize UBS's progress and sustainability, and your approach also does not reflect our business model. We continue to progress against an ambitious climate roadmap, including our lending sector targets, including fossil fuels, and we regularly review our policies to ensure that they reflect evolving expectations. We do want to continue hearing from you and value the ongoing dialogue. We clearly believe we are a leader in this field and are outperforming others in an orderly transition. With that, can I ask for Ms. Chamkhet, please?

Pim Chamkhet
Shareholder, UBS Group AG

Good morning, Board Member and shareholder. My name is Pim. I come from Chachoengsao, Thailand. I am here to raise concern about the impact of UBS investment in a major Thai energy company. I have been affected by one of these projects called Burapha Gas Power Plant since I was 10 years old. I have been living with this issue and speak out for 18 years. In my community, we are concerned about land use, water impact, and not being meaningfully included in decisions that affect our life. This is water that my community depend on. It's already contaminated with visible oil stain. We avoid project like this. It will make it worse. This company is also involved in project in the Mekong region, like Pak Beng Dam, which may affect river, fishery, and the livelihood of millions of people.

In Thailand, people who speak out about this boat company can face legal cases. This creates fear and makes it harder for community to raise concerns. Before I return home, I would like to ask for your support. Will UBS make sure its investments do not harm communities? How will you listen to and engage with affected people like us? Thank you very much.

Colm Kelleher
Chairman, UBS Group AG

Well, Ms. Chamkhet, thank you very much for coming all the way to Switzerland and for sharing your personal experiences with us. We appreciate you taking the time to raise your concerns. We do not, as I said, comment on specific client interactions or relationships, but we would like to learn more from you as you brief us away from this. We do have reportable positions in a large number of companies worldwide in which it does not have any strategic interest. We hold these positions on behalf of clients, so that's sometimes the confusion. I understand that you have a meeting with our experts tomorrow, so let's try and dig deeper into this and see if we can progress to some satisfaction for you. I'd now like to call Ms. Janette Corcelius, and then if Mr. Martin Lutz, who's our last questioner here, would get ready.

Ms. Corcelius, please, or Corcelius.

Janette Zahia Corcelius
Shareholder, UBS Group AG

Greetings. My name is Janette Zahia Corcelius. I live in St. Paul, Minnesota, United States of America, and work in Minneapolis, Minnesota. I am here with support from the Minneapolis City Council, who passed a resolution urging UBS to divest from ICE contractors . I am here to give my testimony about living through Operation Metro Surge, which started on December 1st, 2025, where 3,000 ICE, CBP, and DHS federal agents occupied the seven-county metro, wreaking havoc and terrorizing our neighbors. 500 agents remain and are in the less resourced rural areas. Before the surge, there were 150 agents. 3,700 people have been arrested in Minnesota, with 74% of them having no criminal record. Agents went after immigrants, undocumented, and citizens, as well as Indigenous, African descendants of slavery, white people, and visibly transgender people.

The Federal Whipple Building is the detention center located at Fort Snelling, which was first created as a concentration camp to hold the Dakota peoples on their sacred land in the place of their origin story. During the Surge, two allies were murdered, Alex Pretti and Renée Nicole Good in South Minneapolis, and Julio Cesar Sosa-Celis, a Venezuelan immigrant, was shot in the leg in North Minneapolis. The same day Good was murdered, on January 7th, ICE tear-gassed Roosevelt High School students and staff, kneeling and choking on Quentin Williams, an educational assistant who was abducted and detained. The same night Sosa-Celis was shot in the leg on January 14th, ICE deployed flashbangs and chemical irritants underneath the van of the Jackson family of seven. Their infant almost suffocated to death. Alex Pretti was murdered one day after the historic January 23rd general strike.

In the aftermath, we are left to deal with the implications of the surge. Impacted community members lost their jobs due to sheltering in place and facing eviction. Small businesses are filing for bankruptcy and closing. Public schools across the state are faced with closures, and positions are being cut. Our level one trauma center is also facing closure. This isn't about immigration. It's about fear, retaliation, and ethnic cleansing. Trump and the far-right social media influencers concocted stories about so-called Somali fraud. The retaliation comes from the George Floyd uprising that occurred during Trump's first term to fight police brutality and anti-Black racism.

The Swiss government, through the OECD National Contact Point process, has called on UBS to take action regarding its links to companies such as Palantir, CoreCivic, GEO Group, and CACI International, which are involved in US immigration detention and enforcement, with follow-up expected by the end of April. Could UBS provide an update on any actions taken or plan a response? I look forward to divestment from this horrific incident that we have gone through in Minnesota and that our communities across the United States are still facing. Thank you.

Colm Kelleher
Chairman, UBS Group AG

Well, thank you for coming here and sharing your experiences, and we have an awful lot of sympathy as individuals. UBS is committed to respecting and promoting human rights throughout our businesses. It is at the core of our values. However, as I said earlier, we will not specifically comment on any potential client relations or transactions, and I would remind you that a lot of our reportable positions in a large number of companies worldwide, we hold on behalf of our clients, not as principals. We are listening to your concerns, and I would re-emphasize that UBS is committed to respecting and promoting human rights throughout our businesses. With that, can we go to Mr. Martin Lutz, please?

Operator

Martin Lutz. Martin Lutz, Export Manager from Bülach.

Martin Lutz
Export Manager, Bülach

Mr. Chairman, Members of the Board, CEO and Group Executive Board, dear shareholders and guests. I would like to say a few words about the US dollar. When, decades ago, I ordered brochures on adventures tours with Kuoni, the dollar was worth CHF 4.50. I repeat, CHF 4.50 at the time. Someone said, "How much time will it take for the dollar to be CHF 1?" Everyone said, "That's excluded. Will never be the case. It's outrageous to think that this would ever be possible." Now, all of us know where we're standing with the dollar. Let me refer to the BRICS state, an association founded around 2010 in opposition, more or less, to G7 and the US dollar in the US Brazil, Russia, India, China, Singapore and Egypt, Argentina, Saudi Arabia and recently Indonesia have joined the group.

With the Iran war now, the Gulf States, including Iran, are likely to join them. Now my question is, what's UBS's plan B? Because it's very likely that the dollar is not going to go up but going to go down. If, for instance, China, a few years from now, will surpass the United States of America as the biggest economic power, the dollar will not be the global number one as a currency, and that will mean huge problems for the horrendous state debt of the US The Fed cannot keep on printing money. I have another question. It's very gratifying to see that business is doing so well at UBS and the dividend is rising and rising, albeit not in the desired currency. As Mr. Ermotti said, the main problems and litigations, Credit Suisse legacy, have been substantially resolved.

The takeover of Credit Suisse happened on the basis of an extremely unfair ratio of around 10% of the corporate value. Now that we have come a long way and Credit Suisse has been integrated well, I would like to know when a fair offer of, say, 60%-70% of the Credit Suisse value will be made to former Credit Suisse shareholders. I think it's a rip-off, an unfair offer that was made, and I would not want for UBS to be considered a bank that goes down in history as a bank that rips off and is unfair. It was a clear rip-off, and now it's the time to solve this problem, to offer a fair resolution to the ex-Credit Suisse shareholders. Thank you for your attention.

Colm Kelleher
Chairman, UBS Group AG

Thank you for this question on the dollar. The US dollar is clearly subject to volatility. Our choice to use it as our functional presentation, dividend, and share capital currency is deliberate. The decision accurately reflects the economic substance of our business and fully aligns with accounting and regulatory requirements. We do actively manage currency risk and have a clear strategy in place should US dollar weakness persist. US dollar volatility is not a passive risk for us. It is closely monitored, actively managed, and incorporated into our capital allocation decisions. Our top priority remains preserving real economic value and ensuring sustainable shareholder returns. On the issue of restitution to Credit Suisse shareholders, I, with respect, have absolutely no comment.

With that, we have no more questions, and I conclude these questions are open, and we'll move on with the rest. I will close the agenda items and the discussion on the agenda items in one, two, and three. I ask Michael Schoch to briefly explain our voting device before we proceed with the first electronic vote. Michael?

Michael Schoch
Group Company Secretary, UBS Group AG

Dear shareholders, as soon as a new vote is opened, the screen will switch on automatically. The touch screen will dim automatically after three minutes and then switch off completely. You can switch the device back on at any time, touching the touch screen or pressing the red button on the side. Under the language, Sprache, icon, you can change the language. Under the Meine Wahl icon, you can check how you have voted on the individual agenda items, and under the Info icon, you can view your own personal shareholder information and see how many votes you represent. Shortly before a vote, the relevant agenda item will appear on your voting device. If you touch the green area on the screen, you are voting yes. With the red one, you're voting no, and with the amber area, you are abstaining from the vote.

As soon as you have made a choice, this is confirmed by vibration to the voting device. The selected area is marked by a tick, and the unselected areas are dimmed. Should you have pressed the wrong button by mistake, you can correct your vote within the voting period by directly selecting a different button. Once the voting period has ended, it's no longer possible to correct your vote. Once the voting period has ended, the screen will display the choice you have made.

Colm Kelleher
Chairman, UBS Group AG

I will now proceed to the votes on the agenda items one, two, and three. I will read each of the agenda items. Item number one, the Board of Directors proposes that the Management Report for the 2025 financial year and UBS Group AG Consolidated and Standalone Financial Statements for the 2025 financial year be approved. Agenda item number two, the Board of Directors proposes that the UBS Group AG Compensation Report 2025 be ratified in an advisory vote. Agenda item number three, the Board of Directors proposes that the UBS Group AG Sustainability Report 2025 be ratified in an advisory vote.

Michael Schoch
Group Company Secretary, UBS Group AG

The vote on Items one to three is herewith open. We shall conduct a single round of voting. The 12 seconds voting period begins now. Time's up. Bear with us for a few seconds until the results are shown on screen. As you can see from the results on the screen, you have approved Item one at 99.48%, Annual Report, and 88.36% have approved the Compensation Report. 89.23% have approved the Sustainability Report 2025.

Colm Kelleher
Chairman, UBS Group AG

The AGM has approved all three motions of the Board of Directors. I continue with agenda item four, the appropriation of total profit and distribution of ordinary dividend out of total profit and capital contribution reserve. The business performance of 2025 is explained in detail in our Annual Report, and the CEO has summarized the key points in his address. The proposed appropriation of profits is outlined in the Invitation to the AGM. Accordingly, the Board of Directors proposes an ordinary cash dividend of $1.10 per share to be paid in equal parts from total profit and capital contribution reserve. I have no questions for discussion on agenda item four. With that, I will close the nonexistent discussion and proceed to the vote on agenda item four.

The vote being the Board of Directors proposes to allocate $11.232 billion of the total profit of UBS Group AG for 2025 of $13.07 billion to the voluntary earnings reserve . The Board of Directors proposes, in addition, the distribution of an ordinary dividend of $1.10 in cash per share of $0.10 nominal value to be distributed equally from total profit and Capital Contribution Reserve.

Michael Schoch
Group Company Secretary, UBS Group AG

I hereby open the vote. The 10-second voting period begins now. The result will be displayed shortly on the screen behind me. As you can see from the results displayed, 99.86% of the voting shares voted in favor of the appropriation of profits and the ordinary dividend distribution in equal parts from the total profit and the capital contribution reserve.

Colm Kelleher
Chairman, UBS Group AG

The AGM approved the motion of the Board of Directors. We proceed to agenda item five, the discharge of the members of the Board of Directors and the Group Executive Board for the 2025 financial year. The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Group Executive Board for the 2025 financial year. The names of the individuals who served on the Board of Directors of the Group Executive Board of UBS Group AG during the 2025 financial year, and whose discharge is therefore subject to today's vote, are now displayed. There are no questions to go on agenda item five. With that, I will close the discussion and proceed to the vote on agenda item five.

The members of the Board of Directors and the Group Executive Board of UBS Group AG affected by this agenda item are excluded from participating in the vote. The motion is. The Board of Directors proposes that discharge to the members of the Board of Directors and the Group Executive Board for the 2025 financial year be granted.

Michael Schoch
Group Company Secretary, UBS Group AG

Voting is now open, and the 10-second voting period begins immediately. The result will be displayed shortly on the screen behind me. As you can see from the results displayed, 98.7% of the votes cast were in favor of the Board of Directors' motion.

Colm Kelleher
Chairman, UBS Group AG

The AGM has approved the motion of the Board of Directors. We proceed to agenda item six, the re-elections and elections of the members of the Board of Directors. As the members of the Board of Directors and its Chairman are elected individually for a term of office until the completion of the next Annual General Meeting, all members who make themselves available for a further term of office must be re-elected. I would like to thank all colleagues who are standing for re-election. Before we get to the elections, I would like to say goodbye to three colleagues. Lukas Gähwiler was elected to the Board of Directors four years ago and is not standing for re-election today. As stated before, but now on behalf of the entire Board of Directors, I would like to thank him for his outstanding collaboration and unrelenting commitment to our firm.

As Vice Chairman of UBS, he played a pivotal role in connection with the successful takeover of Credit Suisse. During his tenure on the Board of UBS, he was a member of the Risk Committee and the Governance and Nominating Committee. William Dudley was elected to the Board of Directors seven years ago and is not standing for re-election today. On behalf of the entire Board of Directors, I would like to thank him for his valuable collaboration and distinguished service to the firm. During his tenure on the Board of UBS, William was a member of the Corporate Culture and Responsibility Committee, the Risk Committee, and the Governance and Nominating Committee. Jeanette Wong was also re-elected to the Board of Directors seven years ago and is not standing for re-election today.

On behalf of the entire Board of Directors, I would like to thank her for her esteemed collaboration and dedicated service to the firm. During her tenure to the Board of UBS, Jeanette was a member of the Audit Committee, the Compensation Committee, and the Corporate Culture and Responsibility Committee. I now briefly introduce all members of the Board of Directors who are standing for re-election. Detailed CVs and information on their mandates as listed and unlisted companies are available in the Corporate Governance section of our Annual Report 2025.

After these introductions, I will then proceed directly to Agenda Item 7, followed by a joint discussion on Agenda Items 6 and 7. Let me begin with Agenda Item 6.1. I will ask Lukas, our Vice Chairman, to conduct the procedure for my re-election as Member of the Board of Directors and at the same time as Chairman of the Board of Directors.

Lukas Gähwiler
Vice Chairman, UBS Group AG

Dear shareholders, ladies and gentlemen. Colm Kelleher's term of office expires at today's Annual General Meeting. He is willing to stand for re-election to this office and to continue serving as Chairman of the Board of Directors. Colm was elected Chairman of the Board of Directors of UBS Group AG four years ago. If re-elected, he would continue to serve as Chairman of the Governance and Nominating Committee and the Corporate Culture and Responsibility Committee. The Board of Directors is very pleased that Colm is willing to continue serving as Chairman of the Board. [Non-English content] He has done an outstanding job over the past four years. We therefore recommend his reelection.

Colm Kelleher
Chairman, UBS Group AG

Agenda Item 6.2, the re-election of Jeremy Anderson. Jeremy was elected eight years ago. After his re-election, he will remain Chairperson of the Audit Committee and member of the Governance and Nominating Committee. Agenda Item 6.3, the re-election of Patrick Firmenich. Patrick was elected five years ago. After his re-election, he will remain a member of the Audit Committee and be newly appointed as a member of the Compensation Committee. His election of the Compensation Committee is scheduled under Agenda Item 7.3. Agenda Item 6.4, the re-election of Fred Hu. Fred was elected eight years ago. After his re-election, he will remain a member of the Governance and Nominating Committee. Agenda Item 6.5, the re-election of Mark Hughes. Mark was elected six years ago. After his re-election, he would remain Chairperson of the Risk Committee and a member of the Corporate Culture and Responsibility Committee.

Agenda item 6.6, the reelection of Renata Jungo Brüngger. Renata was elected one year ago. After her reelection, she would remain a member of the Corporate Culture Responsibility Committee and be newly appointed as a member of the Risk Committee. Agenda item 6.7, the reelection of Gail Kelly. Gail was elected two years ago. After her reelection, she would remain a member of the Governance and Nominating Committee and of the Compensation Committee. Her reelection of the Compensation Committee is scheduled under agenda item 7.2. Agenda item 6.8, the reelection of Julie G. Richardson. Julie was elected nine years ago. After her reelection, she would remain Chairperson of the Compensation Committee and a member of the Risk Committee. Her reelection to the Compensation Committee is scheduled under agenda item 7.1. Agenda item 6.9, the reelection of Lila Tretikov. Lila was elected one year ago.

After her reelection, she will remain a member of the Audit Committee. We finally proceed to the agenda item 6.10-6.12, the election of Agustín Carstens, Luca Maestri, and Markus Ronner. The Board is pleased and proud to nominate Agustín Carstens, Luca Maestri, and Markus Ronner as new members of the Board of Directors. Agustín Carstens will bring very valuable experience as a world-renowned Central Banker, Regulator, and Finance Minister. He is an expert in current economic and regulatory developments. He was born in 1958 and is a Mexican citizen. The Board intends to appoint Agustín as a member of the Governance and Nominating Committee, as well as the Corporate Culture and Responsibility Committee. Luca Maestri will bring very seasoned experience as a CFO in leading global technology firms, coupled with extensive knowledge in strategic planning and value creation.

He demonstrates many years of professional experience at the interface between finance and IT technology. He was born in 1963 and is both an Italian and an American citizen. The Board of Directors intends to appoint Luca as a member of the Audit Committee. Markus Ronner, former member of the Group Executive Board and Group Chief Compliance and Governance Officer, has dedicated his entire professional career to UBS since joining the company in 1981. Over the past 25 years, he has held various global leadership roles in business, control, and audit functions. He has proven expertise in the areas of regulation, risk control, and governance, and is highly regarded by Swiss and international authorities.

Markus was born in 1965 and is a Swiss citizen. The Board intends to appoint Markus as Vice Chairman, but he will not serve in any committee during his first year. All three CVs are included in the invitation to the AGM on our website. I would now like to invite Agustín Carstens to briefly introduce himself. The floor is yours.

Agustín Carstens
Board Nominee, UBS Group AG

[Non-English content ] It is an honor to stand in front of all of you as I'm being considered for a UBS Global Group Board position. My first encounter with UBS was over 40 years ago in my very first job as foreign exchange trader, managing the international reserves of Banco de México. Immediately, UBS impressed me by its professionalism, integrity, creativity, innovative spirit, commitment to the client, and efficiency. In the years since, I've had many additional contacts with UBS, and my initial impression has always been ratified and enhanced. I frequently thought to myself, UBS, an institution that if the opportunity arrives, I would feel proud to be part of.

Supporting my case is the fact that I bring to the table a unique and rich perspective about the main topics that are of concern for UBS, including management, decision making, running large, complex, and diverse institutions, economic and market analysis, financial regulation and supervision, and digital financial innovation. I acquired this expertise thanks to my long and broad career, which encompasses stints at the highest levels in a major central bank, being Minister of Finance and main regulator and supervisor in my country of origin, and working at the top of two international financial institutions, namely the IMF and the BIS. [Non-English content ].

One very positive side effect of my time at BIS was that it allowed me and my family. To live here in Basel for almost eight years. The city has enabled us to deepen our appreciation for the people and culture of Switzerland. We have made some very good friends from whom we have also learned a great deal.

A good friend from me, Thomas Flury.

Thomas Flury, a good friend of mine, once told me that at one point in his life, he was a sergeant in the Swiss Army. One of the very useful lessons he learned there was the three K leadership principles applied in the Army, which K stands for German, of course, but it's command, control, and correct. What is special about these principles is that they create a dynamic leadership cycle and reflect a learning-driven culture. Let me suggest that should I be elected, I would commit to ensuring that these principles continue to be followed by UBS, just as I'm sure they already are today. Thank you very much for your kind attention.

Colm Kelleher
Chairman, UBS Group AG

Thank you very much, Agustín. Can I now invite Luca Maestri to briefly introduce himself? Luca, the floor is yours.

Luca Maestri
Board Nominee, UBS Group AG

Thank you, Chairman, for the very kind words of introduction. Good afternoon, everyone. I'm very honored to be nominated to this distinguished Board, and I take this consideration with great respect and a deep sense of responsibility. Just a few words on my background. I was born and raised in Rome, and after moving across continents for many years, I now live with my wife, Katrina, and my two kids in sunny California. I also have a close association with Switzerland and with UBS. I have lived and worked in this wonderful country for almost a decade, at different stages of my professional career. For nearly 40 years, I've been a client of UBS, both personally and as CFO of large companies.

I understand the critical role that the bank plays in Switzerland and around the world, and I have always admired and appreciated UBS for its disciplined leadership, its sound governance, its relentless pursuit of excellence, and the steadfast commitment to its clients. My role as a Finance Executive has taken me from Europe to Asia, Latin America, and most recently to the United States, across industries as diverse and challenging as automotive, infrastructure, and technology. I've had the privilege of navigating financial and operating complexity at scale in different cultural and economic contexts. That breadth of experience has shaped how I think about business, about risk, and about value creation. I have developed a firm conviction that finance and technology are no longer parallel tracks. They are converging very quickly.

I have seen firsthand how thoughtfully applied technology transforms not only operational efficiency, but the quality of trust between an institution and its clients. The best financial institutions, I believe, are not simply stewards of capital. They're also stewards of confidence, and that is particularly critical during the volatile times that we live in. The financial landscape is undergoing transformations of extraordinary speed and scale, from digital innovation to evolving client expectations and a changing regulatory environment. My commitment as a Board member is to contribute my experience in global markets and complex operating environments to the sustainability of the bank and the creation of value for its shareholders. I look forward to working alongside my fellow Board members, the Executive Team, and all the talented people at UBS around the world towards the common goal of long-term success for this great institution. Thank you.

Colm Kelleher
Chairman, UBS Group AG

Thank you very much, Luca. Finally, I would like to invite Markus Ronner so he can briefly introduce himself as well. Markus, the floor is yours.

Markus Ronner
Board Nominee, UBS Group AG

Ladies and gentlemen, dear shareholders, it is a great pleasure and honor for me to have the opportunity to briefly introduce myself to you today. Switzerland stands for reliability, precision, and innovation, and a sense of responsibility towards the community, as well as towards future generations. These virtues and values have made our country strong, and I grew up with these values and virtues. These are also values and behaviors that are firmly anchored at UBS. Reliability, precision, innovation, and responsibility are timeless, and they serve as cornerstones of trust in the bank, especially in uncertain times like these. Furthermore, we should always maintain a certain degree of humility. Throughout my various roles at UBS, I have always been committed to ensuring that UBS embodies these Swiss strengths, and that UBS is perceived as a strong ambassador for Switzerland, and that Switzerland can be proud of it.

I've spent my entire life at UBS, as Colm Kelleher mentioned. I started out as an apprentice, then made my way through all these different steps up to global leadership roles, and even member of the Group Executive Board. I've also spent time abroad, got to know these structures, and I've realized how important it is to seize opportunities, to recognize risks, to be able to create resilient structures, and obviously also consider regulatory developments in our strategy. This often involved a dialogue with supervisory authorities worldwide, and I'd like to bring this knowledge to the Board of Directors. I am deeply grateful for what UBS has made possible for me.

This is why it is a absolutely central concern of mine that UBS remains a reliable partner in the future for our clients, our employees, for Switzerland and its taxpayers, and of course, for you as the owners of our bank. I am looking forward to the tasks at hand. I will give it my all, and I'd like to thank you in advance for your trust. Now I'll hand the floor back to our Chairman of the Board of Directors, Colm Kelleher.

Colm Kelleher
Chairman, UBS Group AG

Thank you very much, Markus. I now proceed to agenda item seven, the re-elections and election of the members of the Compensation Committee. The Board of Directors proposes that Julie Richardson and Gail Kelly be re-elected, and that Patrick Firmenich be elected as a member of the Compensation Committee for a term of office until the completion of the 2027 Annual General Meeting. I would open the discussion on the election and re-election of directors, but there are no questions. With that, I think we will close the discussion and proceed to the votes of the agenda item six and seven, and start with the agenda item 6.1 to 6.12.

Just to summarize those, the Board of Directors proposes that Colm Kelleher, Jeremy Anderson, Patrick Firmenich, Fred Hu, Mark Hughes, Renata Jungo Brüngger, Gail Kelly, Julie G. Richardson, and Lila Tretikov, each of whose term of office expires with the conclusion of the 2026 AGM, be re-elected, and that Agustín Carstens, Luca Maestri, and Markus Ronner be elected for term of office until the completion of the 2027 AGM. I will ask Michael again to explain the voting procedure.

Michael Schoch
Group Company Secretary, UBS Group AG

We will use the voting device to conduct all new and re-elections of the Board of Directors in a single voting round. The names of all Board members standing for election or re-election will now be displayed on the screen of your voting device. The 12 Board members are spread across a total of four screen pages. You can use the arrow at the bottom right to scroll to the next page, or the arrow at the bottom left to scroll to the previous page. These arrows will flash until you have cast your votes for all candidates on all screen pages. As there are a total of 12 individual votes, the voting window will remain open for 40 seconds. The voting period begins now. The results will appear shortly on the screen behind me. As you can see from the results displayed, vast majorities have approved the Board's motions.

Colm Kelleher
Chairman, UBS Group AG

The AGM has confirmed all members of the Board of Directors standing for re-election. Thank you. Me as Chairman, and elected Agustín Carstens, Luca Maestri, and Markus Ronner as new members of the Board of Directors. I congratulate all members on their election. I'm delighted that you will continue to support the Board of Directors going forward. Prior to this AGM, both the re-elected and newly elected members did confirm to me that they would accept their appointments in the event of a positive vote. Congratulations, Board members.

I now proceed to the vote on agenda item 7.1-7.3. The Board of Directors proposes that Julie Richardson, Gail Kelly be re-elected, and Patrick Firmenich be elected for a term of office until the completion of the 2027 AGM as members of the Compensation Committee. At its Constitutional Meeting, the Board of Directors intends to reappoint Julie Richardson as Chairperson of the Compensation Committee.

Michael Schoch
Group Company Secretary, UBS Group AG

We shall also conduct this election in a single round. The voting window for the three candidates standing for re-election or election will remain open for 12 seconds. Voting time is on now. The results will appear on the screen in a minute. Bear with me. As you can see from the results, vast majorities have approved the Board's motions.

Colm Kelleher
Chairman, UBS Group AG

The AGM has confirmed that Julie Richardson, Gail Kelly, and elected Patrick Firmenich as members of the Compensation Committee. I congratulate all three members on their election and pleased you will continue to support the Compensation Committee going forward. Prior to this AGM, the reelected and newly elected members of the Compensation Committee confirmed to me that they would accept their appointments in the event of a positive vote. I now proceed to agenda item eight, the approval of compensation for the members of the Board of Directors and the Compensation Board. For the next three compensation votes, I refer to the Compensation Report 2025 of UBS Group AG and to the supplementary Say on Pay brochure available on our agm website webpage. Both documents provide detailed explanations of the total compensation amounts to be voted on.

We will first present and discuss all three compensation proposals and subsequently vote on all three total compensations in one total voting process. I begin with Agenda Item 8.1, the approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the 2026 AGM to the 2027 AGM. Our overall approach for Board member compensation remains appropriate and therefore unchanged. The proposed maximum aggregate amount of compensation for the members of the Board of Directors for the period from the 2026 AGM to 2027 AGM also remains unchanged at CHF 15 million. I continue with Agenda Item 8.2, the approval of the aggregate amount of variable compensation for the members of the Group Executive Board for the 2025 financial year.

The proposed GEB performance award pool for 2025 is approximately CHF 118.9 million, an increase of 4% compared to the 2024 GEB pool. The 2025 pool reflects the outstanding performance of the GEB, including the Group CEO, in the context of excellent overall Group performance, significant progress with the integration of Credit Suisse, and the resolution of legacy litigation matters. I proceed to item agenda 8.3, the approval of the maximum aggregate amount of fixed compensation for the members of the Group Executive Board for the 2027 financial year. The proposed maximum aggregate amount of fixed compensation for the members of the Group Executive Board for 2027 is CHF 30 million. This is a reduction of CHF 2 million compared with the approved amount for 2026.

The reduction is driven by changes in the GEB composition, resulting in fewer GEB roles and represents an additional decrease following last year's reduction in the Group Executive Board fixed compensation budget. There is no question here from anybody, so we will go straight to the votes on the agenda items 8.1-8.3. To remind you, Proposal 8.1, the Board of Directors proposes that the maximum aggregate amount of compensation of CHF 15 million for the members of the Board of Directors of the period from the 2026 AGM-2027 AGM be approved. 8.2, the Board of Directors proposes that the aggregate amount of variable compensation of CHF 118,857,500 for the members of the Group Executive Board for the 2025 financial year be approved.

Item 8.3, the Board of Directors proposes that the maximum aggregate amount of fixed compensation of CHF 30 million for the members of the Group Executive Board for the 2027 financial year be approved.

Michael Schoch
Group Company Secretary, UBS Group AG

We're going to vote on these three items in a single round of voting. Voting is now open. Voting will be open for 12 seconds and is now open. The results are going to be displayed on the screen behind me in a minute. As you can see from the results, you have at vast majorities approved the Board's proposals. Thank you.

Colm Kelleher
Chairman, UBS Group AG

The AGM has approved the motions of the Board of Directors. Agenda item nine, the reelections. We will start with the agenda item 9.1, the reelection of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich, for a one-year term of office expiring after completion of the AGM in 2027. In accordance with Article 15 of the Articles of Association, the AGM elects the independent proxy. The Board of Directors proposes the reelection of ADB Altorfer Duss & Beilstein AG, Zurich, as independent proxy for a further term of office until the completion of the next AGM. ADB Altorfer Duss & Beilstein AG, Zurich, has confirmed to the Board of Directors that it has the independence required to exercise its mandate.

Agenda item 9.2. The reelection of the auditors, Ernst & Young Ltd, Basel, for the 2026 financial year as auditors for the consolidated and standalone financial statements of UBS Group AG. With Ernst & Young, we have a professional and efficient partner who fully meets the high standards of a global financial institution. Our long-standing partnership offers the key advantage that Ernst & Young is deeply familiar with our company's structures, products, and services, enabling them to perform their oversight role effectively. Ernst & Young have confirmed to the Audit Committee that it has the independence required to perform its mandate. I have no questions on the discussion. With that, I will go straight to the vote.

remind you, Motion 9.1, the Board of Directors proposes that ADB Altorfer Duss & Beilstein AG, Zurich, be reelected as the independent proxy for a one-year term of office expiring after completion of the AGM 2027. Motion 9.2, the Board of Directors proposes that Ernst & Young Ltd, Basel, be reelected for the 2026 financial year as auditors for the consolidated and standalone financial statements of UBS Group AG.

Michael Schoch
Group Company Secretary, UBS Group AG

[Non-English content] We will vote on these two agenda items in a single voting round. As soon as the voting period opens, the two votes will be displayed on a single screen of your voting device. The voting window will remain open for 10 seconds. Voting is now open and has begun. [Non-English content] The result will be displayed shortly on the screen behind me.

Colm Kelleher
Chairman, UBS Group AG

The AGM has approved the two motions of the Board of Directors. Sorry?

Michael Schoch
Group Company Secretary, UBS Group AG

We still need to wait for the results.

Colm Kelleher
Chairman, UBS Group AG

Sorry. I thought it was out.

Michael Schoch
Group Company Secretary, UBS Group AG

[Non-English content] As you can see from the results displayed, 99.85% of votes have voted in favor of the reelection of the independent proxy, and 85.03% have voted in favor of the reelection of the auditors.

Colm Kelleher
Chairman, UBS Group AG

As I said, the AGM has approved the two motions of the Board of Directors. I congratulate Altorfer, Duss & Beilstein AG and Ernst & Young on their reelection. I continue with agenda item 10, the ordinary reduction of share capital by way of cancellation of shares repurchased under the 2024 Share Repurchase Program. The 2024 Share Repurchase Program was concluded on the 23rd of May, 2025, with over 63 million shares repurchased at a total purchase price of nearly $2 billion. The average purchase price was $31.36 per share. The over 63 million shares are now proposed for cancellation, along with the corresponding reduction of the share capital. On the 4th of February, 2026, the call to creditors was published in the Swiss Official Gazette of Commerce.

As no creditors have come forward, Ernst & Young Ltd, as auditors, have prepared a special audit report confirming that all claims of UBS Group AG's creditors remain fully covered despite the capital reduction. I open the discussion on the agenda item. There are no speakers again at this time. With that, we will go straight to the vote on agenda item 10, which is that the Board of Directors proposes that UBS Group AG share capital be reduced by $6,377,655 from $334,158,171.40 to $327,780,516.40 by canceling 63,776,550 registered shares with a nominal values of $0.10 each, all of which are held in treasury, and the reduction amount be booked against the minus position for treasury shares.

Michael Schoch
Group Company Secretary, UBS Group AG

[Non-English content] I hereby open this last vote. The 10 second voting period begins now. [Non-English content ]

The results will be displayed shortly on the screen behind me. As you can see from the results displayed, 94.39% of voting shares voted in favor of the Board of Directors motion.

Colm Kelleher
Chairman, UBS Group AG

The AGM has approved the motion of the Board of Directors. I ask the notary, Ms. Dobry Oesch , to kindly certify the results of agenda item 10. Okay, thank you. The Board of Directors will conduct the capital reduction and update the Articles of Association accordingly. Dear shareholders, I would like to thank you for the trust you placed in UBS Group AG and in me by approving the proposals of the Board of Directors. The detailed voting results and today's speeches will be published on our website following this AGM, and within the next two weeks, we will also upload the short minutes of today's AGM. The next AGM of UBS Group AG will take place on the 8th of April 2027.

I now invite you to an apéro. We wish you lively conversations, a safe journey home. Please remember to return your voting devices as you leave the hall. Dear ladies and gentlemen, I herewith close the Annual General Meeting of 2026. Thank you very much.

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