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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

All amounts in this section are in US dollars (USD) unless otherwise specified.The abbreviation “bn” is used to represent

“billion”. The abbreviation “CHF” is used to represent “Swiss francs”. Numberspresented throughout this section may not add up

precisely to the totals provided in the tables and text due to rounding.

The following unaudited pro forma financial information has been derivedfrom (i) UBS Group AG’s historical audited financial

statements for the year ended 31 December 2023 included in our AnnualReport on Form 20-F for the fiscal year ended 31

December 2023, filed with the SEC on 28 March 2024 and (ii) the unauditedhistorical condensed income statement of Credit

Suisse Group AG for the period from 1 January 2023 to 31 May 2023 derivedfrom Credit Suisse’s books and records.The

following unaudited pro forma financial information gives effectto the Credit Suisse Group AG acquisition as if the acquisition

was completed on 1 January 2023. A pro forma balance sheet as of 31December 2023 is not presented or required as the balance

sheet in UBS Group AG’s AnnualReport on Form 20-F for the fiscal year ended 31 December 2023, filed withthe SEC on 28

March 2024, includes the effect of the Credit Suisse Group AG acquisition.

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Unaudited Pro Forma Condensed Combined Income Statement

for the year ended 31 December 2023

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Reflects the U.S. GAAP income statement for Credit Suisse Group forthe five-month period ended 31 May 2023, translated

to US dollars using an average rate of 1.09 (CHF/USD) and reflecting presentationreclassification adjustments applied to

conform with UBS’s consolidatedfinancial statement presentation. Refer to Note 2 in the explanatory notes for further

information.

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Refer to Note 3 in the explanatory notes for further information.

See accompanying notes.

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Explanatory notes to unaudited on pro forma condensed combinedincome statement

For the year ended 31 December 2023 (in USDbn except whereotherwise indicated)

Note 1: Basis of preparation

The unaudited pro forma condensed combined income statement for theyear ended 31 December 2023 gives effect to the

acquisition of a 100% ownership interest in Credit Suisse by UBS underthe acquisition method of accounting, as if it had closed

on 1 January 2023.

The unaudited pro forma condensed combined income statementwas prepared by UBS based on the audited consolidated income

statement of UBS for the year ended 31 December 2023 and based onthe unaudited historical condensed income statement of

Credit Suisse for the five-month period ended 31 May 2023, derived fromCredit Suisse’s books and records,and other

information available. With the acquisitiondate of 12 June 2023, for convenience the Credit Suisse Group was consolidatedwith

effect from 31 May 2023, as the effect of transactionsand activities in the period from 31 May 2023 to 12 June 2023 on the

consolidated financial statements was not material.

The unaudited pro forma condensed combined income statementshould therefore be read in conjunction with the following

consolidated income statements, including the notes thereto:

•the audited consolidated income statement of UBS Group AG for the yearended 31 December 2023, which has been

prepared in accordance with IFRS Accounting Standards and includedin the UBS Group AG Form 20-F for the year

ended 31 December 2023; and

•the unaudited historical condensed consolidated income statement ofCredit Suisse Group AG for the five-month

period ended 31 May 2023, which has been prepared in accordance withU.S. GAAP,derived from Credit Suisse’s

books and records.

The Credit Suisse historical consolidated income statement was preparedin accordance with U.S. GAAP and presented in Swiss

francs (CHF). For purposes of the unaudited pro forma condensed combinedincome statement,this income statement has been

adjusted to conform to the recognition, measurement and presentation requirementsof IFRS Accounting Standards,as applied by

UBS, presented in US dollars (USD), which is the presentation currency ofUBS. Income statement information available for

Credit Suisse in CHF has been translated to USD using an average rate of 1.09(CHF/USD) for the five-month period ended 31

May 2023.

Note 2: Presentation reclassification adjustments

Presentation reclassification adjustments have been applied to the Credit Suisse incomestatement information for the five-month

period ended 31 May 2023 in order to conform with UBS’sconsolidated income statement presentation.

The table below shows the reclassification of the historical Credit Suisse GroupAG income statement lines for the five-month

period ended 31 May 2023 from the U.S. GAAP presentation (horizontalcaptions and amounts) to the respective UBS Group AG

income statement structure (U.S. GAAP reclassified) (vertical captionsand amounts). The Credit Suisse Group AG income

statement amounts are presented in USD and have been translated fromCHF as indicated in Note 1 above.

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Credit Suisse AG consolidated income statement forfive-month period ended 31 May 2023

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Note 3: Transactionaccounting adjustments

Transaction accounting adjustments includecertain pro forma preliminary adjustments to conform Credit Suisse GroupAG’s

income statement for the five-month period ended 31 May 2023 to UBS’sIFRS accounting policies and acquisition-related

adjustments which assume the acquisition was completed on 1 January 2023.

The acquisition of Credit Suisse Group AG was made without the ordinarydue diligence procedures and outside the conventional

time frame for an acquisition of this scale and nature. Due to the complexity andsize of the transaction and the integration

process, it is possible that new informationabout relevant facts and circumstances on the acquisition date becomes available tothe

management after the date of issuance of this unaudited pro forma condensedcombined income statement information.

Consequently,the amounts that form part of the business combination accounting (as described inNote 2 of the audited financial

statements of UBS Group AG as of and for the year ended 31 December 2023)are considered provisional and may be subject to

further measurement period adjustments if new information aboutthe facts and circumstances existing on the date of the

acquisition is obtained within one year from the acquisition date.

All adjustments have been considered on a pre-and post-tax basis and where an estimated impact on income taxes has been

identified this is reflected in Note 3l). This assessment includedcertain assumptions and represents UBS’s best estimateas to the

likely tax impacts. The assessment could change as further information becomes available,including how the entities and

businesses in each location will be reorganized, receipt of revised profitforecasts for those entities, and discussions with the

relevant tax authorities.

The following notes reference the pro forma condensed combined incomestatement of Credit Suisse Group AG for the five-

month period ended 31 May 2023, which is included earlier in this section.

a)

Adjustments have been made to reflect the reversal of material Credit Suisse GroupAG revenues and expenses that

occurred in the five-month period prior to the legal merger date (12June 2023) and therefore are already included in

the calculation of negative goodwill recognized by UBS Group AG uponthe merger:

i.

16.4bn gain in Credit Suisse from the write-down of additional tier 1 (AT1)capital notes;

ii.

1.4bn goodwill impairment charge in Credit Suisse, mostlyrelated to its Wealth Managementdivision;and

iii.

0.4bn gain in Credit Suisse from the cancellation of contingent compensationaward accruals.

These effects have been removed to avoid a material double countingof revenue and expense effects in the unaudited

pro forma condensed combined income statement.

Adjustments reflecting incremental accretion, amortizationand depreciation for the five-month period ended 31 May 2023

arising from the purchase price allocation (as if the merger wouldhave been closed on 1 January 2023):

b)

An adjustment has been made to reflect an estimated additional fivemonths of incremental accretion income from the

fair value discount arising from the provisional purchase price allocationfor loans measured at amortized cost and

unfunded loan commitments not measured at fair value (as if the mergerwould have closed on 1 January 2023). This

adjustment represents an estimate based on contractual maturities of therelevant loans and unfunded loan

commitments. This has resulted in an increase to pro forma income of 934m forthe five-month period ended 31 May

2023,comprised of the following:

i.652m accretion income on the provisional fair value discount to on-balancesheet loan portfolios where

there is an intent to hold the portfolio to maturity.This discount is being accreted to par over the loan

portfolios’ expected lives through “Net interest income”. The estimate ofaccretion income assumes that

UBS will continue to hold the loan portfoliosto maturity. Any subsequentchange in the business model,

substantial modifications to the contractual terms or repayments beforecontractual maturity of the loans

will have an impact on the timing of recognition of the estimated accretionincome, and such impact may be

material.

ii.282m accretion income on the provisional fair value discount on unfundedloan commitments that are

recognized within the balance sheet as “Provisions” (this excludes unfundedloan commitments which are

measured at fair value), where there is an intent to hold the commitment to maturity.This discount is being

accreted over the unfunded loan commitments’ expected lives through “Net feeand commission income”.

The estimate of accretion income assumes that UBS will continue to holdthe unfunded loan commitments

to maturity. Any subsequentchange in the business model, substantial modifications to the contractual

terms or termination before contractual maturity of the unfundedloan commitments will have an impact on

the timing of recognition of the estimated accretion income, and suchimpact may be material.

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Estimated accretion income for the loan portfolio at amortized costand unfunded loan commitments not measured at

fair value over a five-year horizon:

c)

An adjustment has been made to reflect an estimated additional fivemonths of incremental accretion expense from

the net fair value discount arising from the provisional purchase price allocationfor debt issued (as if the merger

would have closed on 1 January 2023). This has resulted in a decreaseto pro forma “Net interest income” of 74m for

the five-month period ended 31 May 2023. The estimated accretion is calculatedwith reference to the contractual

maturity of the instruments issued.

d)

A 305m adjustment has been made in “Depreciation, amortization andimpairment of non-financial assets” to reflect

the estimated reduction of amortization expense in the first five monthsof 2023 if the fair value discount arising from

the provisional purchase price allocation on software was applied on 1January 2023 (as if the merger would have

closed on 1 January 2023).

e)

47m adjustment has been made to reflect an estimated additional fivemonths of estimated incremental amortization

expense for core deposit, customer relationship and trademark intangible assets, whichwere newly recognized as part

of the acquisition. These new intangibles are amortized on a straight-line basis overtheir useful lives ranging from 2

to 10 years and the expense is recognized within “Depreciation, amortizationand impairment of non-financial assets”.

Adjustments reflecting the alignment of Credit Suisse’sU.S. GAAP accounting policies with UBS’sIFRS accounting

policies,along with other adjustments related to purchase accounting for the five-monthperiod ended 31 May 2023 (as if

the merger would have closed on 1 January 2023):

f)

An adjustment has been made to “Personnel expenses” to reflect an estimated160m of additional net pension expense

arising from a difference in the requirements for measurement ofthe expected return on pension plan assets,

recognition of changes to past service costs and recognition of actuarialgains/losses in connection with post-

employment benefits between U.S. GAAP and IFRS AccountingStandards for the five-month period ended 31 May

2023.

g)

The U.S. GAAP cash flow hedge Other Comprehensive Income (“OCI”) balanceof Credit Suisse Group AG was set

to zero as of the Group merger date, which, for the purpose of thepro forma condensed combined income statement,

was as of 1 January 2023. An adjustment has been made to “Net interest income”to reflect the reversal of an

estimated 138m loss related to the difference betweenthe amortization of cash flow hedge OCI under U.S. GAAP and

the estimated amount that would have been recognized for the five-monthperiod ended 31 May 2023 following the

reset of the cash flow hedge OCI balance to zero.

h)

Under U.S. GAAP,recycling of own credit gains and losses to the income statement is recognizedupon derecognition

of the related financial instrument. Under IFRS Accounting Standardsthere is no recycling to the income statement

and the balances are recognized and remain in retained earnings within equity.An estimated adjustment of 133m for

the five-month period ended 31 May 2023 has been made to “Other netincome from financial instruments measured

at fair value through profit or loss” to reverse the gains recognized in the incomestatement under U.S. GAAP for the

Credit Suisse Group AG.

i)

An adjustment has been made to “Personnel expenses” to reflect an estimatednet reduction of 100m in variable

compensation expense. The adjustment is due to lower estimated deferredamortization expenses were there to have

been a recalibration of share awards to the fair value of UBS Group AG shareson the Credit Suisse acquisition date,

as well as other adjustments, partly offset by the estimated effectsof applying the UBS compensation and deferral

framework to annual incentive awards for 2023 for the five-month periodended 31 May 2023, and retention awards

granted in connection with the Credit Suisse acquisition.

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j)

Under IFRS Accounting Standards, Day 1 gains on financial instruments,after taking account of any valuation

adjustments, are recognized in the income statement only when theirfair value is evidenced by an observable market

source. A similar restriction does not exist under U.S. GAAP.On this basis, a debit adjustment of 86m has been

recognized in the pro forma condensed combined income statement (“Othernet income from financial instruments

measured at fair value through profit or loss”) for the five-month periodended 31 May 2023.

k)

An adjustment to reflect a 49m credit to “Credit loss expense / (release)” hasbeen made, representing a removal of

non-specific provisions for expected credit losses recognizedunder U.S. GAAP for the five-month period ended 31

May 2023. As a result of the application of acquisition accounting underIFRS 3, all existing credit loss allowances

and provisionsunder U.S. GAAP as of the acquisition date have been reset to nil. As required by IFRS 9, for

performing exposures, i.e., IFRS 9 stage 1 and 2, expected credit losses have been subsequentlyrecognized post the

application of acquisition accounting during the remainingseven months of 2023, and materially represent the

expected credit loss expense for the full year 2023 as if the acquisition has occurredon 1 January 2023. Specific credit

loss allowances and provisions on non-performing exposures, i.e. IFRS 9 stage3, recognized for the first five months

of 2023 of 91m have been retained as a credit loss expense.

l)

Income tax expense / (benefit) has been analyzed in light of the pre-tax adjustmentsmade in the unaudited condensed

combined pro forma income statement. A pro forma debit adjustment of 85mhas been reflected in “Taxexpense /

(benefit)” for the estimated pre-tax pro forma adjustments that relate to legalentities whose tax positions give rise to a

tax impact.

All pro forma pre-tax adjustments for Credit Suisse Group AG for thefive-month-period ended 31 May 2023 have

been considered and no additional tax expense or benefit to the 85m above has beenrecognized in connection with the

pre-tax adjustments in the pro forma condensed combined income statementas it is assumed that the other pre-tax

adjustments will either not be recognized for tax purposes, or they will generallyrelate to entities with tax losses

carried forward that are not recognized as deferred tax assets. This assessment includesassumptions and represents

UBS Group AG’s best estimate as to thelikely tax impacts. The assessment could change as further information

becomes available, including how the entities and businesses of Credit Suisse GroupAG in each location will be

reorganized, receipt of revised profit forecasts for those entities, anddiscussions with the relevant tax authorities.

Note 4: Earnings per share

Pro forma earnings / (loss) per share (referred to as “EPS”) for the pro formacondensed combined income statement have been

recalculated to show the impacts of the transaction after giving effectto the UBS shares transferred to Credit Suisse shareholders,

using the exchange ratio defined and assuming that the UBS shares to be transferredto Credit Suisse shareholders in connection

with the transaction were outstanding at the beginning of the period presented.

For the purposes of the unaudited pro forma diluted EPS calculation, thereis assumed to be no effect from anti-dilutive potential

ordinary shares.

The pro forma adjustment to increase the weighted average outstandingshares by 73m represents the transfer of UBS treasury

shares in connection with the Credit Suisse acquisition as if the transfertook effect on 1 January 2023 instead of the actual transfer

date of 12 June 2023.