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6-K 1 shareholdersettlement.htm shareholdersettlement
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
REPORT OF FOREIGN PRIVATE
 
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Date: August 29, 2025
UBS Group AG
(Registrant's Name)
Bahnhofstrasse 45, 8001 Zurich, Switzerland
(Address of principal executive office)
Commission File Number: 1-36764
Indicate by check mark whether the registrants file or will file annual reports under cover of Form This Form 6-K consists of the documents that immediately follow this page.
20-F or Form 40-
F.
Form 20-F
 
☒
 
Form 40-F
 
☐
 
 
 
 
 
 
1
SUPREME COURT OF THE STATE
 
OF NEW YORK
 
COUNTY OF NEW YORK
EMPLOYEES RETIREMENT SYSTEM FOR THE
CITY OF PROVIDENCE, derivatively as a
shareholder of CREDIT SUISSE GROUP AG on
behalf of CREDIT SUISSE GROUP AG,
 
Plaintiff,
v.
URS ROHNER,
et al
.,
 
Defendants,
 
and
CREDIT SUISSE GROUP AG,
 
Nominal Defendant.
Index No.
 
651657/2022
Hon. Andrea
 
Masley
NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF
STOCKHOLDER DERIVATIVE
ACTION
EXHIBIT B
The Supreme Court of the State of New York,
 
County of New York,
 
authorized this Notice.
 
This is not a solicitation from a lawyer.
TO:
ALL
 
PERSONS
 
OR
 
ENTITIES
 
WHO
 
OR
 
WHICH
 
HELD
 
SHARES
 
OF
UBS
GROUP
 
AG
(“UBS”)
 
(AS
 
SUCCESSOR
 
TO
 
CREDIT
 
SUISSE
 
GROUP
 
AG
(“CREDIT
 
SUISSE”),
 
AND
 
TOGETHER
 
WITH
 
ITS
SUCCESSORS
AND
ASSIGNS
,
 
THE
 
“COMPANY”)
 
COMMON
 
STOCK
 
AS
 
OF
 
THE
 
CLOSE
 
OF
TRADING ON
AUGUST 22, 2025
(“CURRENT UBS STOCKHOLDERS”)
.
The
 
purpose
 
of
 
this
 
Notice
 
is
 
to
 
inform
 
you
 
of:
 
(i)
 
the
 
pendency
 
of
 
the
 
stockholder
derivative action captioned
Employees Retirement System for the City of Providence v.
 
Rohner,
 
et
al.
, Index No. 651657/2022
 
(the “Action”), which was
 
brought by plaintiff Employees Retirement
System for the
 
City of
 
Providence (“Plaintiff”),
 
on behalf
 
of and for
 
the benefit
 
of Credit
 
Suisse
Group AG (“Credit Suisse,” and together with its successors
 
and assigns, the “Company”), in the
Supreme
 
Court
 
of
 
the
 
State
 
of
 
New York,
 
County
 
of
 
New York
 
(the
 
“Court”);
 
(ii)
 
a
 
proposed
settlement of the
 
Action (the “Settlement”),
 
subject to the approval
 
of the Court, as
 
provided in the
Stipulation and Agreement
 
of Settlement,
 
Compromise, and
 
Release dated August
 
21, 2025
 
(the
“Stipulation of Settlement” or “Stipulation”); (iii) the hearing
 
that the Court will hold on
October
17, 2025, at 9:30 a.m.
, to determine whether to approve the proposed Settlement and to consider including any service award to Plaintiff to be deducted solely from any fee and expense award to
the
 
application
 
by
 
Plaintiff’s
 
Counsel
 
for
 
an
 
award
 
of
 
attorneys’
 
fees
 
and
 
litigation
 
expenses,
 
 
 
 
 
 
 
 
2
Plaintiff’s
 
Counsel;
 
and
 
(iv) Current
 
UBS
 
Stockholders’
 
rights
 
with
 
respect
 
to
 
the
 
proposed
Settlement and the application for attorneys’ fees and expenses.
PLEASE READ THIS NOTICE CAREFULLY
 
AND IN ITS ENTIRETY.
YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT OF THIS
ACTION.
 
The Stipulation of Settlement was entered into
 
as of August 21, 2025, between and among
(i) Plaintiff,
 
derivatively
 
as
 
a
 
stockholder
 
of
 
Credit
 
Suisse;
 
(ii)
 
UBS
 
Group
 
AG
 
(“UBS”),
 
as
successor to Credit Suisse Group AG; (iii) Urs
 
Rohner, Iris Bohnet, Christian Gellerstad, Andreas
Gottschling, Michael Klein, Shan Li,
 
Seraina Macia, Richard Meddings, Kai
 
S. Nargolwala, Ana
Paula
 
Pessoa,
 
Joaquin
 
J.
 
Ribeiro,
 
Severin
 
Schwan,
 
and
 
John
 
Tiner
 
(collectively,
 
the
 
“Former
Director
 
Defendants”);
 
and
 
(iv)
 
Eric
 
Varvel,
 
Thomas
 
P.
 
Gottstein,
 
Lara
 
J.
 
Warner,
 
Brian
 
Chin,
David Miller,
 
and Radhika
 
Venkatraman
 
(collectively,
 
the “Former
 
Executive Defendants,”
 
and
together
 
with
 
the
 
Former
 
Director
 
Defendants,
 
the
 
“Individual
 
Defendants”;
 
and
 
the
 
Individual
Defendants together with Credit Suisse, “Defendants”), subject to the approval of the Court.
As
 
described
 
in
 
paragraph
 
23
 
below,
 
the
 
Settlement
 
provides
 
for
 
a
 
cash
 
payment
 
of
$115,000,000
 
(United
 
States
 
Dollars)
 
(the
 
“Settlement
 
Amount”),
 
which,
 
after
 
deducting
 
any
Court-awarded attorneys’ fee
 
and expenses and
 
any applicable taxes,
 
will be paid to
 
the Company.
Because the Action
 
was brought
 
as a derivative
 
action, which
 
means that
 
the Action
 
was
brought by Plaintiff
 
on behalf of
 
and for the
 
benefit of Credit
 
Suisse, the cash
 
recovery from the
Settlement will
 
go to
 
UBS, as
 
successor to
 
Credit Suisse.
 
Individual Company stockholders
 
will
not receive any direct payment from the Settlement.
PLEASE
 
NOTE:
 
THERE
 
IS
 
NO
 
PROOF
 
OF
 
CLAIM
 
FORM
 
FOR
STOCKHOLDERS
 
TO
 
SUBMIT
 
IN CONNECTION
 
WITH
 
THIS
 
SETTLEMENT,
 
AND
STOCKHOLDERS ARE NOT REQUIRED
 
TO TAKE
 
ANY ACTION IN RESPONSE TO
THIS NOTICE.
WHAT
 
IS THE PURPOSE OF THIS NOTICE?
 
1.
The
 
purpose
 
of
 
this
 
Notice
 
is
 
to
 
explain
 
the
 
Action,
 
the
 
terms
 
of
 
the
 
proposed
Settlement, and how the proposed Settlement affects Company stockholders’ legal rights.
2.
In a derivative action, one or more
 
persons or entities who are current stockholders
of
 
a
 
corporation
 
sue
 
on
 
behalf
 
of
 
and
 
for
 
the
 
benefit
 
of
 
the
 
corporation,
 
seeking
 
to
 
enforce the
corporation’s legal rights. In this
 
case, Plaintiff has filed suit against
 
Defendants on behalf of and
1
 
All capitalized terms not otherwise defined
 
in this Notice shall have the meaning provided
 
in the
Stipulation or the Notice Order, which are available in the “Investor Relations” section of UBS’s for the benefit of Credit Suisse.
website,
 
https://www.ubs.com/global/en/investor-relations.html,
 
and
 
on
 
Plaintiff’s
 
Counsel’s
website, www.blbglaw.com.
 
 
 
 
 
 
3
During the pendency of the case, Credit Suisse merged with and
into UBS.
3.
The
 
Court
 
has
 
scheduled
 
a
 
hearing
 
to
 
consider
 
the
 
fairness,
 
reasonableness,
 
and
adequacy of the
 
Settlement and
 
the application
 
by Plaintiff’s
 
Counsel for
 
an award of
 
attorneys’
fees and
 
expenses (the
 
“Settlement Hearing”).
See
 
paragraphs 32-33
 
below for
 
details about
 
the
Settlement Hearing, including the location, date, and time of the hearing.
WHAT
 
IS THIS CASE ABOUT? WHAT
 
HAS HAPPENED
 
SO FAR?
THE
 
FOLLOWING
 
DESCRIPTION
 
OF
 
THE ACTION
 
AND
 
THE
 
SETTLEMENT
 
HAS
BEEN
 
PREPARED
 
BY
 
COUNSEL
 
FOR
 
THE
 
PARTIES.
 
THE
 
COURT
 
HAS
 
MADE
 
NO
FINDINGS
 
WITH
 
RESPECT
 
TO
 
SUCH
 
MATTERS,
 
AND
 
THIS
 
NOTICE
 
IS
 
NOT
 
AN
EXPRESSION OR STATEMENT
 
BY THE COURT OF
 
FINDINGS OF FACT
.
A MORE COMPLETE STATEMENT
 
OF THE FACTS OF THIS MATTER
 
IS SET FORTH IN
THE PARTIES’ PLEADINGS AND BRIEFING. PLEASE
 
SEE PARAGRAPH 40 BELOW FOR
MORE INFORMATION
 
ABOUT HOW AND WHERE TO LOCATE
 
THOSE DOCUMENTS.
4.
On
 
April
 
26,
 
2022,
 
Plaintiff
 
filed
 
a
 
verified
 
shareholder
 
derivative
 
complaint
alleging that
 
the Individual
 
Defendants breached
 
their fiduciary
 
duties under
 
Swiss law
 
by
inter
alia
failing to
 
establish and
 
oversee reasonable and
 
effective risk
 
management systems
 
at Credit
Suisse (the “Complaint”).
 
As set forth
 
in the Complaint,
 
Plaintiff also alleged
 
that the Individual
Defendants disregarded multiple red
 
flags of risk
 
control deficiencies, including in
 
Credit Suisse’s
New York
 
operations. Further, Plaintiff
 
alleged that the Individual Defendants’
 
risk management
failures caused Credit Suisse
 
to suffer significant losses when,
 
between 2020 and 2021,
 
two hedge
funds
 
(Malachite
 
Capital
 
Management
 
and
 
Archegos
 
Capital
 
Management)
 
and
 
a
 
financial
services company (Greensill Capital Management) defaulted.
5.
The Individual Defendants vigorously dispute and deny each and every allegation,
claim, and
 
contention made
 
by Plaintiff,
 
including any
 
and all
 
allegations of
 
fault, wrongdoing,
liability,
 
and
 
the
 
existence
 
of
 
any
 
damages
 
asserted
 
in
 
the
 
Complaint.
 
Certain
 
Individual
Defendants also dispute that Plaintiff
 
has the capacity to bring this Action,
 
and certain Individual
Defendants and Credit Suisse dispute that the trial court has jurisdiction over them personally.
 
6.
After the plaintiff
 
in a
 
proceeding pending
 
before the
 
trial court
 
captioned
Cattan
v.
 
Rohner
, No.
 
652468/2020 (Sup.
 
Ct.
 
N.Y.
 
Cnty.)
 
(“
Cattan
”),
amended his
 
complaint to
 
add a
small number
 
of allegations
 
similar to
 
those made
 
in this Action,
 
on May
 
18, 2022,
 
Plaintiff moved
to intervene
 
in and
 
for a
 
limited stay
 
of
Cattan
. On
 
April 10,
 
2023, the
 
trial court
 
dismissed the
Cattan
case and
 
granted Plaintiff’s
 
motion to
 
stay a
 
narrow range
 
of allegations
 
similar to
 
those
made in this Action.
 
7.
On September 23,
 
2022, three Defendants
 
moved to
 
dismiss the
 
Complaint. They
argued that the case
 
should be dismissed on
forum non conveniens
grounds and that
 
the Complaint
failed
 
to
 
plead
 
Swiss
 
law
 
breaches
 
of
 
fiduciary
 
duty
 
with
 
the
 
particularity
 
required
 
by
 
the
4
heightened standard of
 
CPLR 3016(b). Defendants’
 
motion to dismiss was
 
fully briefed, including
the submission of competing expert affirmations, and argued by December 8, 2022.
 
8.
The
 
Court
 
denied
 
Defendants’
 
motion
 
in
 
its
 
entirety
 
at
 
the
 
December
 
8,
 
2022
hearing and then subsequently entered an order on January 31, 2023.
9.
On February 27,
 
2023, those Defendants
 
filed a
 
motion with
 
the Court
 
seeking to
reargue
 
their
 
motion
 
to
 
dismiss
 
on
 
the
 
pleading
 
standard,
 
which
 
was
 
fully
 
briefed,
 
and
 
oral
argument was held by July 18, 2023. On March 1, 2023, those Defendants filed a
 
notice of appeal
with the First Department.
10.
On February 8, 2024, after full briefing
 
and argument, the First Department denied
Defendants’ appeal
 
and unanimously
 
affirmed the
 
Court’s
 
order denying
 
Defendants’ motion
 
to
dismiss. Those Defendants sought
 
leave to appeal to the
 
New York
 
Court of Appeals, which was
denied. The
 
trial court
 
subsequently denied
 
Defendants’ motion
 
for re-argument
 
on the
 
pleading
standard.
11.
On November
 
21,
 
2023,
 
certain Defendants
 
moved to
 
dismiss
 
the Complaint
 
for
lack
 
of
 
standing
 
and
 
capacity
 
to
 
sue
 
and
 
failure
 
to
 
join
 
a
 
necessary
 
party.
 
Plaintiff
 
vigorously
opposed the motion. The motion was briefed
 
and then argued on August 15, 2024; at the direction
of
 
the
 
Court,
 
supplemental
 
submissions
 
were
 
made
 
on
 
June
 
13,
 
2025.
 
That
 
motion
 
remains
pending.
12.
The
 
Parties
 
engaged
 
in
 
extensive
 
discovery.
 
For
 
example,
 
Defendants
 
and
 
third
parties produced over
 
two hundred and
 
ninety-eight thousand (298,000)
 
documents totaling over
one
 
million
 
and
 
five
 
hundred and
 
eighty
 
thousand
 
(1,580,000)
 
pages,
 
which
 
Plaintiff’s
 
team
 
of
attorneys
 
reviewed
 
and
 
analyzed.
 
Plaintiff
 
also
 
took
 
depositions
 
of
 
thirty-two
 
(32)
 
witnesses,
including sixteen (16)
 
named Defendants, in-person
 
in London, England,
 
New York, Los Angeles,
Washington,
 
D.C., and West Palm
 
Beach, Florida, and remotely.
13.
The
 
Parties
 
engaged in
 
international
 
discovery.
 
After an
 
initial
 
round
 
of
 
briefing
and argument
 
in 2023,
 
the
 
Court granted
 
on June
 
24, 2024
 
four letters
 
of
 
request for
 
discovery
from UBS and certain Individual
 
Defendants in Switzerland. On December 9,
 
2024, UBS moved
in a Swiss legal proceeding to dismiss the
 
letter of request directed at UBS. That
 
motion was fully
briefed
 
on
 
July
 
7,
 
2025,
 
and
 
remains
 
pending.
 
Plaintiff
 
withdrew
 
two
 
of
 
the
 
letters
 
of
 
request
seeking Swiss examinations of certain Individual Defendants, and one remains outstanding.
 
14.
The
 
Parties
 
filed
 
multiple
 
discovery
 
motions.
 
On
 
October
 
28,
 
2024,
 
Defendant
Gottstein
 
filed
 
a
 
motion
 
to
 
quash
 
a
 
deposition
 
notice.
 
On
 
November
 
5,
 
2024,
 
Plaintiff
 
filed
 
a
motion
 
to
 
compel
 
Credit
 
Suisse
 
to
 
produce
 
correspondence
 
with
 
the
 
Swiss
 
banking
 
regulator
FINMA. On
 
November 20,
 
2024, Plaintiff
 
filed a
 
motion to
 
compel disclosure
 
of certain
 
Defendant
communications. The Court denied Defendant Gottstein’s
 
motion as moot on July 14, 2025, after
Plaintiff and
 
Gottstein stipulated
 
to the
 
withdrawal of
 
the letter
 
of request
 
to Gottstein.
 
The motions
to compel remain pending.
15.
Plaintiff
 
and
 
the
 
Individual
 
Defendants
 
also
 
engaged
 
in
 
significant
 
expert
discovery. For example, they exchanged nine extensive expert reports (four for Plaintiff; five for management controls, corporate governance, and damages.
 
 
 
 
 
 
5
the
 
Individual
 
Defendants)
 
totaling
 
many
 
hundreds
 
of
 
pages
 
on
 
issues
 
of
 
Swiss
 
law,
 
risk
16.
On October
 
28, 2024,
 
certain Defendants
 
filed motions
 
to dismiss
 
the Complaint
for lack of personal jurisdiction. Plaintiff vigorously
 
opposed those motions. These motions were
fully briefed and then argued on May 2, 2025, and remain pending.
17.
The
 
Parties
 
and
 
UBS
 
engaged
 
in
 
extensive
 
settlement
 
negotiations,
 
which
 
were
supervised by one of
 
the nation’s preeminent mediators, former federal District Court
 
judge, Layn
Phillips.
 
Among
 
the
 
negotiations,
 
the
 
Parties
 
engaged
 
in
 
three
 
separate
 
full
 
day
 
in-person
mediation sessions in May 2023, May 2024, and July 2025.
 
18.
At the conclusion of the July 2025 mediation session, after extensive negotiations,
Judge Phillips issued a mediator’s proposal to settle the Action in exchange for a cash payment of
$115,000,000 (United States
 
Dollars) for the benefit
 
of the Company,
 
which all Parties accepted.
The agreement in principle among the Parties
 
and UBS to settle the Action,
 
which was subject to
the execution
 
of a
 
formal, final
 
stipulation and
 
agreement of
 
settlement and
 
related papers,
 
was
memorialized in a Settlement Term Sheet executed on July 21, 2025 (the “Term
 
Sheet”).
19.
On
 
July
 
14,
 
2025,
 
Plaintiff
 
informed
 
the
 
Court
 
that
 
the
 
Parties
 
had
 
reached
 
an
agreement in principle to settle the Action.
20.
After additional
 
negotiations regarding
 
the
 
specific terms
 
of their
 
agreement,
 
the
Parties and UBS entered into the
 
Stipulation of Settlement on August
 
21, 2025. The Stipulation of
Settlement, which
 
reflects the
 
final and
 
binding agreement
 
among the
 
Parties and
 
UBS with
 
respect
to the Settlement
 
and supersedes
 
the Term Sheet, can be
 
viewed at the
 
“Investor Relations” section
of UBS’s website, https://www.ubs.com/global/en/investor
 
-relations.html.
21.
In connection with settlement discussions and negotiations leading to
 
the proposed
Settlement
 
set
 
forth
 
in
 
the
 
Stipulation
 
of
 
Settlement, counsel
 
for
 
the
 
Parties
 
did
 
not
 
discuss
 
the
appropriateness or
 
amount of any
 
application by Plaintiff’s
 
Counsel for
 
an award
 
of attorneys’ fees
and expenses.
22.
On
 
August
 
22,
 
2025,
 
the
 
Court
 
entered
 
the
 
Notice
 
Order
 
in
 
connection
 
with
 
the
Settlement which,
 
among other
 
things, preliminarily
 
approved the
 
proposed Settlement,
 
authorized
this Notice to be provided to
Current UBS Stockholders,
and scheduled the Settlement Hearing
to consider whether to grant final approval of the Settlement.
WHAT
 
ARE THE TERMS OF THE SETTLEMENT?
23.
In
 
consideration
 
of
 
the
 
full
 
settlement,
 
compromise,
 
and
 
release
 
of
 
the
 
Released
Plaintiff’s
 
Claims
 
(defined
 
in
 
paragraph
 
27
 
below)
 
against
 
the
 
Released
 
Defendants’
 
Persons
(defined in paragraph
 
27 below) and
 
the dismissal
 
with prejudice of
 
the Action,
 
the Parties have
agreed to a cash settlement of $115,000,000 (United States Dollars)
 
(the “Settlement Amount”) to
be funded by
 
Defendants’ directors and
 
officers liability
 
insurance. In accordance
 
with the terms
of the Stipulation
 
of Settlement, UBS shall
 
cause the Settlement Amount
 
to be paid
 
into an escrow
account controlled by Plaintiff’s Counsel (the “Escrow Account”). The Settlement Amount plus any interest earned thereon (the “Settlement Fund”), less (i) any Fee and Expense Award paid or
 
 
 
 
 
 
 
 
 
 
 
 
6
payable and/or any
 
reserve to account
 
for any potential future
 
Fee and Expense
 
Award and (ii) any
Taxes
 
with respect to
 
any interest earned
 
on the Settlement
 
Fund while on
 
deposit in the
 
Escrow
Account, shall
 
be paid
 
from the
 
Escrow Account
 
to UBS,
 
as successor
 
to Credit
 
Suisse, no
 
later
than ten (10) business days after the Effective Date of the Settlement.
 
WHAT
 
ARE THE PARTIES’
 
REASONS FOR THE SETTLEMENT?
24.
Plaintiff
 
brought
 
its
 
claims
 
in
 
good
 
faith
 
and
 
continues
 
to
 
believe that
 
its
 
claims
have merit, but, based upon Plaintiff’s
 
and Plaintiff’s Counsel’s
 
investigation, including a review
of the
 
voluminous documents
 
and deposition
 
testimony produced
 
in this
 
Action, and
 
taking into
consideration the risks
 
of continued litigation
 
and the relative
 
costs and benefits
 
to the Company
of continuing this Action, Plaintiff
 
and Plaintiff’s Counsel have determined that
 
the Settlement is
fair, reasonable, adequate, and in the best interests of the
 
Company and its stockholders. Based on
Plaintiff’s
 
direct oversight
 
of the
 
prosecution of
 
this
 
Action, and
 
with the
 
advice of
 
its
 
counsel,
Plaintiff has agreed
 
to settle, compromise,
 
and release the
 
claims asserted in
 
the Action pursuant
to the
 
Settlement, after
 
considering (i)
 
the substantial
 
financial benefit
 
provided under
 
the proposed
Settlement;
 
(ii)
 
the
 
uncertain
 
outcome
 
and
 
significant
 
risks
 
of
 
continued
 
litigation;
 
and
 
(iii)
 
the
desirability
 
of
 
permitting
 
the
 
Settlement
 
to
 
be
 
consummated
 
as
 
provided
 
by
 
the
 
terms
 
of
 
the
Stipulation.
25.
The
 
Individual
 
Defendants
 
have
 
denied,
 
and
 
continue
 
to
 
deny,
 
each
 
and
 
every
allegation,
 
claim,
 
and
 
contention
 
made
 
by
 
Plaintiff,
 
including
 
any
 
and
 
all
 
allegations
 
of
 
fault,
wrongdoing,
 
liability,
 
and
 
the
 
existence
 
of
 
any
 
damages
 
asserted
 
in
 
the
 
Complaint.
 
Without
limiting the
 
generality of
 
the foregoing,
 
the Individual
 
Defendants have
 
denied, and
 
continue to
deny, that they have committed any breach
 
of fiduciary duty or wrongdoing,
 
have aided or abetted
any
 
such
 
breach
 
or
 
wrongdoing,
 
have
 
violated
 
any
 
law
 
or
 
statutory
 
duty
 
whatsoever,
 
or
 
have
caused any damages to
 
Credit Suisse, and each
 
Individual Defendant expressly
 
maintains that he
or she has acted properly and in good faith and
 
has diligently and scrupulously complied with his
or her statutory,
 
fiduciary, and other
 
legal duties. The Individual Defendants
 
are entering into the
Stipulation and the Settlement solely to eliminate the burden, expense, disruption,
 
and distraction
inherent
 
in
 
further
 
litigation,
 
and
 
without
 
admitting
 
the
 
validity
 
of
 
any
 
allegations
 
made
 
by
Plaintiff, or any liability
 
with respect thereto, and thus
 
have concluded that it is
 
desirable that the
claims against them be settled on the terms reflected in the Stipulation.
WHAT
 
WILL HAPPEN IF THE SETTLEMENT IS APPROVED?
 
WHAT
 
CLAIMS
WILL THE SETTLEMENT RELEASE?
26.
If the Settlement is approved,
 
the Court will enter a
 
Judgment and Order Granting
Final Approval of Derivative
 
Action Settlement (the
 
“Judgment”). Pursuant to
 
the Judgment, the
claims
 
asserted
 
against
 
Defendants
 
in
 
the
 
Action
 
will
 
be
 
dismissed
 
with
 
prejudice
 
and
 
the
following releases will occur:
(i)
Without
 
further
 
action
 
by
 
anyone,
 
upon
 
the
 
Effective
 
Date
 
of
 
the
 
Settlement,
Plaintiff,
 
Credit
 
Suisse,
 
and
 
UBS
 
shall
 
be
 
deemed
 
to
 
have,
 
and
 
by
 
operation
 
of
 
law
 
and
 
of
 
the
7
Judgment
 
shall
 
have,
 
fully,
 
finally,
 
and
 
forever dismissed
 
with
 
prejudice,
 
settled,
 
resolved,
 
and
discharged the
 
Released Plaintiff’s
 
Claims (defined in
 
paragraph 27 below)
 
against the Released
Defendants’ Persons
 
(defined in
 
paragraph 27
 
below), and
 
shall
 
forever be
 
barred and
 
enjoined
from prosecuting the Released Plaintiff’s Claims against the Released Defendants’ Persons.
(ii)
Without
 
further
 
action
 
by
 
anyone,
 
upon
 
the
 
Effective
 
Date
 
of
 
the
 
Settlement,
Defendants and UBS shall be deemed to have, and
 
by operation of law and of the Judgment shall
have,
 
fully,
 
finally,
 
and
 
forever
 
dismissed
 
with
 
prejudice,
 
settled,
 
resolved,
 
and
 
discharged
 
the
Released
 
Defendants’
 
Claims
 
(defined
 
in
 
paragraph
 
27
 
below)
 
against
 
the
 
Released
 
Plaintiff’s
Persons
 
(defined
 
in
 
paragraph
 
27
 
below),
 
and
 
shall
 
forever
 
be
 
barred
 
and
 
enjoined
 
from
prosecuting the Released Defendants’ Claims against the Released Plaintiff’s Persons.
27.
The
 
following
 
capitalized
 
terms
 
used
 
in
 
paragraph
 
26
 
above
 
shall
 
have
 
the
meanings specified below
“Released Claims”
 
means, collectively,
 
the Released
 
Plaintiff’s Claims
 
and the
 
Released
Defendants’ Claims.
“Released Defendants’ Claims” means all claims and causes of action of every nature and
description,
 
whether
 
known
 
claims
 
or
 
Unknown
 
Claims,
 
whether
 
arising
 
under
 
state,
federal, foreign, or
 
common law,
 
that arise out
 
of or relate
 
to the institution,
 
prosecution,
or
 
settlement
 
of
 
the
 
claims
 
asserted
 
in
 
the
 
Action;
 
except
 
for
 
claims
 
relating
 
to
 
the
enforcement of the Settlement.
“Released Defendants’
 
Persons” means
 
Defendants and
 
their current
 
and former
 
parents,
subsidiaries, officers, directors, attorneys, family members, trustees, trusts, insurers, heirs,
executors, administrators, predecessors, successors, and assigns.
“Released Plaintiff’s
 
Claims” means
 
all claims
 
and causes
 
of action
 
of every
 
nature and
description,
 
whether
 
known
 
claims
 
or
 
Unknown
 
Claims,
 
whether
 
arising
 
under
 
state,
federal, foreign, or common law, that (i) were asserted in the Complaint;
 
or (ii) could have
been asserted derivatively
 
on behalf of the
 
Company,
 
or directly under
 
Article 754 of
 
the
Swiss Code of Obligations, in the Complaint or in any other forum and that arise out of or
relate
 
to
 
the
 
allegations,
 
transactions,
 
facts,
 
matters,
 
disclosures,
 
or
 
non-disclosures
 
set
forth in the
 
Complaint; except for claims
 
relating to the enforcement
 
of the Settlement. For
the avoidance of doubt,
 
the Released Plaintiff’s
 
Claims will not
 
cover, include,
 
or release
any other direct
 
claims of
 
Plaintiff or
 
any other
 
Company stockholder,
 
including without
limitation
 
any
 
claims
 
asserted
 
under
 
the
 
federal
 
securities
 
laws,
 
including
 
without
limitation the claims
 
asserted in
City of St.
 
Clair Shores Police and
 
Fire Retirement System
v. Credit
 
Suisse Group AG, et al.
, Civil Action No. 1:21-cv-03385-NRB (S.D.N.Y.)
 
.
“Released
 
Plaintiff’s
 
Persons”
 
means
 
Plaintiff
 
and
 
its
 
current
 
and
 
former
 
parents,
subsidiaries, officers, directors, attorneys (including
 
Plaintiff’s Counsel), family members,
trustees,
 
trusts,
 
insurers,
 
heirs,
 
executors,
 
administrators,
 
predecessors,
 
successors,
 
and
assigns.
“Unknown Claims”
means any Released Plaintiff’s Claims that Plaintiff, Credit Suisse, or
UBS does not know or suspect to exist in its favor at the time of the release of such claims, and any Released Defendants’ Claims that any Defendant does not know or suspect to exist
 
 
 
 
 
 
8
in his, her, or
 
its favor
 
at the
 
time of the
 
release of
 
the Released
 
Defendants’ Claims, which,
if known by
 
him, her,
 
or it, might
 
have affected his,
 
her, or
 
its decision(s) with
 
respect to
this Settlement. With respect to
 
any and all Released
 
Claims, the Parties and
 
UBS stipulate
and agree that, upon
 
the Effective Date
 
of the Settlement, Plaintiff,
 
Defendants, and UBS
shall expressly waive
 
any and all
 
provisions, rights, and
 
benefits conferred by
 
any law of
any state
 
or territory
 
of the
 
United States,
 
or principle
 
of common
 
law or
 
foreign law, which
is similar, comparable, or equivalent to California Civil Code § 1542, which provides:
A
 
general
 
release
 
does
 
not
 
extend
 
to
 
claims
 
that
 
the
 
creditor
 
or
 
releasing
party
 
does
 
not
 
know
 
or
 
suspect
 
to
 
exist
 
in
 
his
 
or
 
her favor
 
at
 
the
 
time
 
of
executing
 
the
 
release
 
and
 
that,
 
if
 
known
 
by
 
him
 
or
 
her,
 
would
 
have
materially affected his or her settlement with the debtor or released party.
Plaintiff,
 
Defendants,
 
and
 
UBS
 
acknowledge
 
that
 
the
 
foregoing
 
waiver
 
was
 
separately
bargained for and is a key element of the Settlement.
28.
By
 
Order
 
of
 
the
 
Court,
 
(i)
 
all
 
proceedings
 
in
 
the
 
Action
 
other
 
than
 
proceedings
necessary to
 
carry out
 
or enforce
 
the terms
 
and conditions
 
of the
 
Stipulation of
 
Settlement have
been
 
stayed
 
until
 
otherwise
 
ordered
 
by
 
the
 
Court;
 
and
 
(ii) Plaintiff
 
and
 
all
 
other
 
Company
stockholders
 
are
 
barred
 
and
 
enjoined
 
from
 
commencing,
 
instituting,
 
instigating,
 
facilitating,
asserting,
 
maintaining,
 
participating
 
in,
 
or
 
prosecuting
 
any
 
and
 
all
 
Released
 
Plaintiff’s
 
Claims
against any of the Released Defendants’ Persons.
HOW WILL THE ATTORNEYS
 
BE PAID?
29.
Plaintiff’s Counsel has not
 
received any payment
 
for its services
 
in pursuing claims
in the
 
Action on
 
behalf of
 
the Company,
 
nor has
 
Plaintiff’s Counsel
 
been paid
 
for its
 
Litigation
Expenses incurred
 
in connection
 
with the
 
Action.
 
In connection
 
with the
 
Settlement, Plaintiff’s
Counsel will
 
apply to
 
the Court
 
for an
 
award of
 
attorneys’ fees
 
and payment
 
of Litigation
 
Expenses
(“Fee and
 
Expense Award”) to be paid solely
 
from (and out
 
of) the Settlement
 
Fund. In connection
with
 
Plaintiff’s
 
Counsel’s
 
application
 
for
 
a
 
Fee
 
and
 
Expense
 
Award
 
(“Fee
 
and
 
Expense
Application”), Plaintiff
 
may petition the
 
Court for
 
a service
 
award (“Service Award”)
 
to be
 
paid
solely from any Fee and Expense Award to Plaintiff’s
 
Counsel.
 
30.
The Fee and Expense Application will include a request for an award of attorneys’
fees in an amount not
 
to exceed 30% of the
 
Settlement Fund, plus payment of
 
Litigation Expenses
in
 
an
 
amount
 
not
 
to
 
exceed
 
$3,200,000.
 
In
 
connection
 
with
 
the
 
Fee
 
and
 
Expense
 
Application,
Plaintiff may petition the Court for a Service Award
 
not to exceed $10,000 to be paid solely from
any Fee and Expense Award to
 
Plaintiff’s Counsel.
31.
The Court will determine the amount of any Fee and Expense Award
 
to Plaintiff’s
Counsel and any Service Award
 
to Plaintiff. Any Fee
 
and Expense Award
 
will be paid out of
 
the
Settlement Fund
 
and any
 
Service Award
 
will be
 
paid solely
 
from any
 
Fee and
 
Expense Award.
UBS stockholders are not personally liable for any such fees, expenses, or service award.
 
 
 
 
 
 
 
9
WHEN AND WHERE WILL THE SETTLEMENT HEARING BE HELD? DO I
HAVE
 
THE RIGHT TO APPEAR AT
 
THE SETTLEMENT HEARING? MAY
 
I
OBJECT TO THE SETTLEMENT AND SPEAK AT
 
THE HEARING IF I DON’T
LIKE THE SETTLEMENT?
32.
The Court will
 
consider the Settlement
 
and all matters related
 
to the Settlement
 
at
the Settlement Hearing. The
 
Settlement Hearing will be
 
held before the Honorable
 
Andrea Masley
on
October 17,
 
2025, at
 
9:30 a.m.
, at
 
the Supreme
 
Court of
 
the State
 
of New
 
York,
 
County of
New York,
 
60 Centre
 
Street, Courtroom
 
242, New York,
 
NY 10007.
 
At the Settlement
 
Hearing,
the Court
 
will, among
 
other things:
 
(i) determine
 
whether Plaintiff
 
and Plaintiff’s
 
Counsel have
adequately represented the
 
interests of the
 
Company and its
 
stockholders; (ii) determine
 
whether
the proposed Settlement on the terms and conditions provided for in the Stipulation of Settlement
is fair, reasonable, and adequate to the Company
 
and its stockholders, and should be approved by
the Court; (iii)
 
determine whether a
 
Judgment (substantially in
 
the form attached
 
as Exhibit D
 
to
the Stipulation of Settlement)
 
approving the Settlement, dismissing the
 
Action with prejudice, and
granting
 
the
 
Releases
 
provided
 
under
 
the
 
Stipulation
 
of
 
Settlement,
 
should
 
be
 
entered;
(iv) consider Plaintiff’s Counsel’s
 
Fee and Expense Application, including
 
any Service Award
 
to
Plaintiff; (v)
 
consider any
 
objections to
 
the Settlement
 
or the
 
Fee and
 
Expense Application;
 
and
(vi) consider any other matters
 
that may properly be
 
brought before the Court
 
in connection with
the Settlement.
33.
Please Note:
 
The Court
 
may adjourn
 
the Settlement
 
Hearing or
 
any adjournment
thereof, including
 
the consideration
 
of the
 
application for
 
attorneys’ fees
 
and expenses,
 
without
further notice
 
of
 
any kind
 
to UBS
 
stockholders. The
 
Court also
 
may approve
 
the
 
Stipulation
 
of
Settlement and the Settlement, at or after the Settlement Hearing, with such modifications as may
be
 
consented
 
to
 
by
 
the
 
Parties
 
and
 
without
 
further
 
notice
 
to
 
UBS
 
stockholders.
 
The
 
Settlement
Hearing may
 
be converted
 
to a
 
hearing by
 
Zoom or
 
telephone, in
 
which case
 
information about
how to attend
 
the hearing
 
remotely will be
 
provided on
 
the docket.
 
You should monitor the Court’s
docket and the website of Plaintiff’s
 
Counsel, as indicated in paragraph 40
 
below, before
 
making
plans to attend the Settlement Hearing. You
 
may also confirm the date and time of the Settlement
Hearing by contacting Plaintiff’s Counsel as indicated in paragraph 40 below.
34.
Any
 
Current
 
UBS
 
Stockholder
 
who
 
or
 
which
 
continues
 
to
 
own
 
shares
 
of
 
UBS
common
 
stock
 
as
 
of
 
October
 
17,
 
2025,
 
the
 
date
 
of
 
the
 
Settlement
 
Hearing,
 
may
 
object
 
to
 
the
Settlement and/or the Fee and Expense Application, including Plaintiff’s application for
 
a Service
Award.
 
Objections must
 
be in writing
 
and filed with
 
the Clerk’s
 
Office of
 
the Supreme Court
 
of
the State
 
of New
 
York
 
,
 
County of
 
New York,
 
at the
 
address set
 
forth below
 
on or
 
before September
26,
 
2025.
 
Objections
 
must
 
also
 
be
 
served
 
by
 
hand,
 
first
 
class
 
U.S.
 
mail,
 
or
 
express
 
service
 
on
Counsel for Plaintiff and Counsel for the Company, at the addresses set forth below, with copies Supreme Court of the State of New York
also
 
emailed
 
to
 
jeroen@blbglaw.com
 
and
 
jhall@cahill.com,
 
such
 
that
 
they
 
are
 
received
 
on
 
or
before September 26, 2025.
 
 
 
10
New York
 
County Clerk’s Office
New York
 
County Clerk
County of New York
Commercial Division
60 Centre Street
Room 161
New York,
 
NY 10007
Attention: Justice Masley
Counsel for Plaintiff
Jeroen van Kwawegen
 
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
New York,
 
NY 10020
Counsel for the Company
Jason Hall
Cahill Gordon & Reindel LLP
32 Old Slip
New York,
 
NY 10005
35.
Any
 
objections
 
must:
 
(i)
 
identify
 
the
 
case
 
name
 
and
 
index
 
number,
Employees
Retirement System for the City
 
of Providence v.
 
Rohner,
 
et al.
, Index No. 651657/2022 (Supreme
Court of New York, New York
 
County); (ii) state the name, address, and telephone
 
number of the
Objector and,
 
if represented
 
by counsel,
 
the name,
 
address, and
 
telephone number
 
of the
 
Objector’s
counsel; (iii) be signed by
 
the Objector; (iv) state
 
with specificity the grounds for
 
and purpose of
the objection,
 
including a
 
detailed statement
 
of the
 
specific legal
 
and factual
 
basis for
 
each and
every
 
objection;
 
(v)
 
if
 
the
 
Objector
 
has
 
indicated
 
that
 
he,
 
she,
 
or
 
it
 
intends
 
to
 
appear
 
at
 
the
Settlement Hearing, the identity
 
of any witnesses the
 
Objector may call to
 
testify, and any exhibits
the Objector intends to introduce into evidence at the
 
hearing; and (vi) include (a) documentation
sufficient to prove that
 
the Objector owned shares
 
of UBS common
 
stock as of
 
the close of trading
on
 
August
 
22,
 
2025,
 
(b)
 
documentation
 
sufficient
 
to
 
prove
 
that
 
the
 
Objector
 
continues
 
to
 
hold
shares of UBS common stock as of the
 
date of filing of the objection, and
 
(c) a statement that the
Objector
 
will
 
continue
 
to
 
hold
 
shares
 
of
 
UBS
 
common
 
stock
 
as
 
of
 
the
 
date
 
of
 
the
 
Settlement
Hearing. Documentation establishing ownership of UBS common stock must consist
 
of copies of
an
 
official
 
brokerage
 
account
 
statement,
 
a
 
screen
 
shot
 
of
 
an
 
official
 
brokerage
 
account,
 
or
 
an
authorized statement
 
from the
 
Objector’s broker
 
containing the
 
information found
 
in an
 
account
statement.
 
The
 
Parties
 
are
 
authorized
 
to
 
request
 
from
 
any
 
Objector
 
additional
 
information
 
or
documentation sufficient to prove his, her, or its holdings of UBS common stock.
36.
Current UBS
 
Stockholders who
 
or which
 
own shares
 
as of
 
the date
 
of the
 
Settlement
Hearing may file
 
a written
 
objection without having
 
to appear at
 
the Settlement
 
Hearing. Unless
the Court orders otherwise, however, no one may appear at the Settlement Hearing to present an procedures described above.
 
 
 
 
 
 
11
objection
 
unless
 
he,
 
she,
 
or
 
it
 
first
 
filed
 
and
 
served
 
a
 
written
 
objection
 
in
 
accordance
 
with
 
the
37.
Current UBS
 
Stockholders who
 
or which
 
own shares
 
as of
 
the date
 
of the
 
Settlement
Hearing who file
 
and serve a
 
timely written objection
 
as described
 
above and who
 
wish to be
 
heard
orally
 
at
 
the
 
Settlement
 
Hearing in
 
opposition
 
to
 
the
 
approval of
 
the
 
Settlement
 
or
 
the
 
Fee
 
and
Expense Application must also file a notice of appearance with the Court
 
and serve it on Counsel
for Plaintiff
 
and Counsel
 
for the
 
Company at
 
the mailing
 
and email
 
addresses set
 
forth in
 
paragraph
34 above so that it is
received
on or before September 26, 2025. Persons who intend to object and
desire
 
to
 
present
 
evidence
 
at
 
the
 
Settlement
 
Hearing
 
must
 
include
 
in
 
their
 
written
 
objection
 
or
notice of appearance the identity of any witnesses
 
they may call to testify and exhibits they intend
to introduce into evidence
 
at the hearing. Such persons
 
may be heard orally at
 
the discretion of the
Court.
38.
You
 
are
 
not
 
required
 
to
 
hire
 
an
 
attorney
 
to
 
represent
 
you
 
in
 
making
 
written
objections or in
 
appearing at the
 
Settlement Hearing. However,
 
if you decide
 
to hire an
 
attorney,
it will
 
be at your
 
own expense, and
 
that attorney
 
must file a
 
notice of appearance
 
with the Court
and serve it on
 
Plaintiff’s Counsel and Defendants’ Counsel
 
at the mailing and
 
email addresses set
forth in paragraph 34 above so that the notice is
received
on or before September 26, 2025.
39.
Unless
 
the
 
Court
 
orders
 
otherwise,
 
any
 
Current
 
UBS
 
Stockholder
 
who
 
or
 
which
does not make his, her, or its objection in the manner provided herein shall: (i) be deemed to have
waived and forfeited
 
his, her,
 
or its right
 
to object to
 
any aspect of
 
the Settlement
 
or the Fee
 
and
Expense
 
Application;
 
(ii)
 
be
 
forever
 
barred
 
and
 
foreclosed
 
from
 
objecting
 
to
 
the
 
fairness,
reasonableness,
 
or
 
adequacy
 
of
 
the
 
Settlement,
 
the
 
Judgment
 
to
 
be
 
entered
 
approving
 
the
Settlement,
 
or
 
the
 
Fee
 
and
 
Expense Application;
 
and
 
(iii)
 
be
 
deemed to
 
have waived
 
and
 
to
 
be
forever barred
 
and foreclosed
 
from being
 
heard, in
 
this or
 
any other
 
proceeding, with
 
respect to
any matters concerning the Settlement or the Fee and Expense Application.
CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT
 
IF I HAVE
QUESTIONS?
40.
This Notice does
 
not purport to
 
be a comprehensive
 
description of the Action,
 
the
allegations
 
related
 
thereto,
 
or
 
the
 
terms
 
of
 
the
 
Settlement.
 
For
 
a
 
more
 
detailed
 
statement
 
of
 
the
matters
 
involved
 
in
 
the
 
Action,
 
you
 
may
 
view
 
a
 
copy
 
of
 
the
 
Stipulation
 
of
 
Settlement
 
in
 
the
“Investor
 
Relations”
 
section
 
of
 
UBS’s
 
website,
 
https://www.ubs.com/global/en/investor-
relations.html.
 
You
 
may
 
also
 
inspect
 
the
 
pleadings,
 
the
 
Stipulation
 
of
 
Settlement,
 
the
 
Orders
entered by the
 
Court, and other
 
papers filed in
 
the Action
 
by accessing the
 
Court docket in
 
this case
through
 
the
 
New
 
York
 
State
 
Unified
 
Court
 
System
 
at
https://iapps.courts.state.ny.us/nyscef/CaseSearch
 
(in
 
the
 
“Case
 
Number”
 
field
 
type
“651657/2022”) or,
 
subject to customary
 
copying fees, by visiting,
 
during regular business hours
of
 
each
 
business
 
day,
 
the
 
Clerk
 
of
 
the
 
Supreme
 
Court
 
of
 
New
 
York,
 
County
 
of
 
New
 
York,
 
60
Centre
 
Street,
 
New
 
York,
 
NY
 
10007.
 
Copies
 
of
 
key
 
case
 
filings,
 
including
 
the
 
Stipulation
 
of
Settlement, Notice Order, and Complaint, are also available on the website of Plaintiff’s Counsel:
www.blbglaw.com.
 
Upon
 
written
 
request,
 
Plaintiff’s
 
Counsel
 
will
 
provide
 
stockholders
 
with
 
a
copy of
 
the public
 
version of
 
any other
 
filing in
 
the Action. If
 
you have
 
questions regarding
 
the
12
Action or the
 
Settlement, you may write,
 
call, or email Plaintiff’s
 
Counsel: Jeroen van
 
Kwawegen,
Bernstein
 
Litowitz
 
Berger
 
&
 
Grossmann
 
LLP,
 
1251
 
Avenue
 
of
 
the
 
Americas,
 
New
 
York,
 
NY
10020; 800-380-8496 (telephone); settlements@blbglaw.com (email).
DO NOT CALL OR WRITE THE COURT REGARDING THIS NOTICE.
Dated: 29 August, 2025
BY
ORDER OF THE
 
COURT
shareholdersettlementp15i2
1
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
Index
 
No. 651657/2022
Hon.
 
Andrea Masley
STIPULATION
 
AND AGREEMENT
OF SETTLEMENT, COMPROMISE,
AND RELEASE
This Stipulation
 
and Agreement
 
of Settlement,
 
Compromise,
 
and Release,
 
dated August
21,
 
2025
 
(the
 
“Stipulation”),
 
is
 
entered
 
into
 
by
 
and
 
among:
 
(i)
 
plaintiff
 
Employees
 
Retirement
System
 
for
 
the
 
City
 
of
 
Providence
 
(“Plaintiff”),
 
derivatively
 
as
 
a
 
stockholder
 
of
 
Credit
 
Suisse
Group
 
AG
 
(“Credit
 
Suisse,”
 
and
 
together
 
with
 
its
 
successors
 
and
 
assigns,
 
the
 
“Company”);
(ii)
 
UBS
 
Group
 
AG
 
(“UBS”),
 
as
 
successor
 
to
 
Credit
 
Suisse
 
Group
 
AG;
 
(iii)
 
Urs
 
Rohner,
 
Iris
Bohnet,
 
Christian
 
Gellerstad,
 
Andreas
 
Gottschling,
 
Michael
 
Klein,
 
Shan
 
Li,
 
Seraina
 
Macia,
Richard
 
Meddings,
 
Kai
 
S.
 
Nargolwala,
 
Ana
 
Paula
 
Pessoa,
 
Joaquin
 
J.
 
Ribeiro, Severin
 
Schwan,
and John Tiner (collectively, the “Former Director Defendants”); and (iv) Eric Varvel,
 
Thomas
P.
Gottstein, Lara J. Warner, Brian Chin, David Miller, and Radhika Venkatraman (collectively, the
EMPLOYEES RETIREMENT
 
SYSTEM FOR
 
THE
CITY OF PROVIDENCE, derivatively as a
shareholder of CREDIT SUISSE GROUP AG on Upon the terms and subject to the conditions set forth herein and the approval of
behalf of CREDIT SUISSE GROUP AG,
Plaintiff,
v.
URS ROHNER,
et al
.,
Defendants,
and
CREDIT SUISSE
 
GROUP AG,
Nominal Defendant.
 
2
“Former
 
Executive
 
Defendants,”
 
and
 
together
 
with
 
the
 
Former
 
Director
 
Defendants,
 
the
“Individual
 
Defendants”;
 
and
 
the
 
Individual
 
Defendants
 
together
 
with
 
Credit
 
Suisse,
“Defendants”).
1
the Supreme Court of the
 
State of New York,
 
County of New York
 
(the “Court”), the Settlement
embodied in
 
this Stipulation
 
is intended
 
to be
 
a full
 
and final
 
disposition of
 
the claims
 
asserted
against
 
the
 
Individual
 
Defendants
 
in
 
the
 
above-captioned
 
stockholder
 
derivative
 
action
 
(the
“Action”).
WHEREAS
:
A.
On
 
April
 
26,
 
2022,
 
Plaintiff
 
filed
 
a
 
verified
 
shareholder
 
derivative
 
complaint
alleging that
 
the Individual
 
Defendants breached
 
their fiduciary
 
duties under
 
Swiss law
 
by
inter
alia
failing to
 
establish and
 
oversee reasonable
 
and effective
 
risk management
 
systems at
 
Credit
Suisse (the “Complaint”).
 
As set forth
 
in the Complaint,
 
Plaintiff also alleged
 
that the Individual
Defendants disregarded multiple red flags
 
of risk control
 
deficiencies, including in Credit
 
Suisse’s
New York
 
operations. Further,
 
Plaintiff
 
alleged that the Individual Defendants’
 
risk management
failures caused Credit Suisse
 
to suffer significant losses when,
 
between 2020 and 2021, two
 
hedge
funds
 
(Malachite
 
Capital
 
Management
 
and
 
Archegos
 
Capital
 
Management)
 
and
 
a
 
financial
services company (Greensill Capital Management) defaulted.
B.
The Individual Defendants vigorously dispute and deny each and every allegation,
claim, and
 
contention made
 
by Plaintiff,
 
including any
 
and all
 
allegations of
 
fault, wrongdoing,
liability,
 
and
 
the
 
existence
 
of
 
any
 
damages
 
asserted
 
in
 
the
 
Complaint.
 
Certain
 
Individual
1
 
All terms
 
herein with
 
initial capitalization
 
shall, unless
 
defined elsewhere
 
in this
 
Stipulation, have
the meanings given to them in paragraph 1 below.
3
Defendants also dispute that Plaintiff has the capacity to bring this Action, and certain Individual
Defendants and Credit Suisse dispute that the trial court has jurisdiction over them personally.
C.
After the plaintiff in
 
a proceeding pending before the trial
 
court captioned
Cattan
v.
 
Rohner
, No.
 
652468/2020 (Sup.
 
Ct.
 
N.Y.
 
Cnty.)
 
(“
Cattan
”), amended
 
his complaint
 
to add
 
a
small number
 
of allegations
 
similar to
 
those made
 
in this Action,
 
on May 18,
 
2022, Plaintiff moved
to intervene
 
in and
 
for a
 
limited stay
 
of
Cattan
. On
 
April 10,
 
2023, the
 
trial court
 
dismissed the
Cattan
case and
 
granted Plaintiff’s
 
motion to
 
stay a
 
narrow range
 
of allegations
 
similar to
 
those
made in this Action.
D.
On September 23,
 
2022, three Defendants
 
moved to dismiss
 
the Complaint. They
argued that the
 
case should be dismissed
 
on
forum non conveniens
grounds and that the
 
Complaint
failed
 
to
 
plead
 
Swiss
 
law
 
breaches
 
of
 
fiduciary
 
duty
 
with
 
the
 
particularity
 
required
 
by
 
the
heightened standard of
 
CPLR 3016(b). Defendants’
 
motion to dismiss was
 
fully briefed, including
the submission of competing expert affirmations, and argued by December 8, 2022.
E.
The
 
Court
 
denied
 
Defendants’
 
motion
 
in
 
its
 
entirety
 
at
 
the
 
December
 
8,
 
2022
hearing and then subsequently entered an order on January 31, 2023.
F.
On
 
February
 
27,
 
2023,
 
those
 
Defendants
 
filed
 
a
 
motion
 
with
 
the
 
Court
 
seeking
 
to
reargue their motion to
 
dismiss on the pleading standard, which was
 
fully briefed, and oral argument
was held by July 18,
 
2023. On March 1, 2023, those Defendants filed
 
a notice of appeal with the First
Department.
G.
On
 
February
 
8,
 
2024,
 
after
 
full
 
briefing
 
and
 
argument,
 
the
 
First
 
Department
 
denied
Defendants’
 
appeal
 
and
 
unanimously
 
affirmed
 
the
 
Court’s
 
order
 
denying
 
Defendants’
 
motion
 
to
dismiss. Those Defendants sought leave to appeal to the New York Court of Appeals, which was
4
denied. The trial
 
court subsequently
 
denied Defendants’
 
motion for re-argument
 
on the pleading
standard.
H.
On November
 
21, 2023,
 
certain Defendants
 
moved
 
to dismiss
 
the Complaint
 
for
lack
 
of
 
standing
 
and
 
capacity
 
to
 
sue
 
and
 
failure
 
to
 
join
 
a
 
necessary
 
party.
 
Plaintiff
 
vigorously
opposed the motion. The motion was
 
briefed and then argued on August 15,
 
2024; at the direction
of
 
the
 
Court,
 
supplemental
 
submissions
 
were
 
made
 
on
 
June
 
13,
 
2025.
 
That
 
motion
 
remains
pending.
I.
The Parties engaged in extensive discovery. For example, Defendants and third parties
produced over two hundred and ninety-eight thousand (298,000) documents totaling over one
 
million
and five hundred and
 
eighty thousand (1,580,000) pages,
 
which Plaintiff’s team of attorneys
 
reviewed
and analyzed.
 
Plaintiff also took
 
depositions of
 
thirty-two (32)
 
witnesses, including
 
sixteen
 
(16)
 
named
Defendants,
 
in-person
 
in
 
London,
 
England,
 
New
 
York, Los
 
Angeles, Washington, D.C., and
 
West Palm
Beach, Florida, and remotely.
J.
The Parties
 
engaged in
 
international
 
discovery.
 
After an
 
initial
 
round
 
of
 
briefing
and argument
 
in 2023,
 
the Court
 
granted on
 
June 24,
 
2024 four
 
letters of
 
request for
 
discovery
from UBS and certain Individual
 
Defendants in Switzerland. On December 9,
 
2024, UBS moved
in a Swiss legal proceeding to dismiss
 
the letter of request directed at
 
UBS. That motion was fully
briefed
 
on
 
July
 
7,
 
2025,
 
and
 
remains
 
pending.
 
Plaintiff
 
withdrew
 
two
 
of
 
the
 
letters
 
of
 
request
seeking Swiss examinations of certain Individual Defendants, and one remains outstanding.
K.
The
 
Parties
 
filed
 
multiple
 
discovery
 
motions.
 
On
 
October
 
28,
 
2024,
 
Defendant
Gottstein
 
filed
 
a
 
motion
 
to
 
quash
 
a
 
deposition
 
notice.
 
On
 
November
 
5,
 
2024,
 
Plaintiff
 
filed
 
a
motion
 
to
 
compel
 
Credit
 
Suisse
 
to
 
produce
 
correspondence
 
with
 
the
 
Swiss
 
banking
 
regulator
FINMA. On
 
November 20,
 
2024, Plaintiff
 
filed a
 
motion to
 
compel disclosure
 
of certain
 
Defendant
5
communications. The Court denied Defendant Gottstein’s
 
motion as moot on July 14, 2025, after
Plaintiff and
 
Gottstein stipulated
 
to the
 
withdrawal of
 
the letter
 
of request
 
to Gottstein.
 
The motions
to compel remain pending.
L.
Plaintiff
 
and the
 
Individual Defendants
 
also
 
engaged in
 
significant
 
expert discovery.
For example, they exchanged
 
nine extensive expert
 
reports (four for
 
Plaintiff; five for
 
the Individual
Defendants)
 
totaling
 
many
 
hundreds
 
of
 
pages
 
on
 
issues
 
of
 
Swiss
 
law,
 
risk
 
management
 
controls,
corporate governance, and damages.
M.
On October
 
28, 2024,
 
certain Defendants
 
filed motions
 
to dismiss
 
the Complaint
 
for
lack of
 
personal jurisdiction.
 
Plaintiff vigorously
 
opposed those
 
motions. These
 
motions
 
were fully
briefed and then argued on May 2, 2025, and remain pending.
N.
The
 
Parties
 
and
 
UBS
 
engaged
 
in
 
extensive
 
settlement
 
negotiations,
 
which
 
were
supervised by one of
 
the nation’s preeminent mediators, former federal District Court judge,
 
Layn
Phillips.
 
Among
 
the
 
negotiations,
 
the
 
Parties
 
engaged
 
in
 
three
 
separate
 
full
 
day
 
in-person
mediation sessions in May 2023, May 2024, and July 2025.
O.
At the conclusion of the July 2025 mediation session, after extensive negotiations,
Judge Phillips issued a
 
mediator’s proposal to settle the
 
Action in exchange for a
 
cash payment of
$115,000,000 (United States
 
Dollars) for the benefit of
 
the Company,
 
which all Parties accepted.
The agreement in principle among the Parties and UBS
 
to settle the Action, which was subject
 
to
the execution
 
of a
 
formal, final
 
stipulation and
 
agreement of
 
settlement and
 
related papers,
 
was
memorialized in a Settlement Term Sheet executed on July 21, 2025 (the “Term
 
Sheet”).
P.
On
 
July
 
14,
 
2025,
 
Plaintiff
 
informed
 
the
 
Court
 
that
 
the
 
Parties
 
had
 
reached
 
an
agreement in principle to settle the Action.
6
Q.
This
 
Stipulation
 
(together with
 
the
 
exhibits
 
hereto) reflects
 
the
 
final
 
and
 
binding
agreement
 
among
 
the
 
Parties and
 
UBS
 
with respect
 
to
 
the
 
Settlement and
 
supersedes the
 
Term
Sheet.
R.
In connection with settlement discussions and negotiations leading to
 
the proposed
Settlement set forth in this Stipulation,
 
counsel for the Parties did not
 
discuss the appropriateness
or amount of any application for an award of attorneys’ fees and expenses.
S.
Plaintiff
 
brought
 
its
 
claims
 
in
 
good
 
faith
 
and
 
continues
 
to
 
believe that
 
its
 
claims
have merit, but, based upon Plaintiff’s and
 
Plaintiff’s Counsel’s
 
investigation, including a review
of the
 
voluminous documents
 
and deposition
 
testimony produced
 
in this
 
Action, and
 
taking into
consideration the risks of
 
continued litigation and
 
the relative costs and
 
benefits to the
 
Company
of continuing this Action, Plaintiff
 
and Plaintiff’s Counsel have determined that the
 
Settlement is
fair, reasonable, adequate, and in the best interests of the
 
Company and its stockholders. Based on
Plaintiff’s
 
direct oversight
 
of the
 
prosecution of
 
this
 
Action, and
 
with the
 
advice of
 
its counsel,
Plaintiff has agreed
 
to settle, compromise,
 
and release the
 
claims asserted in
 
the Action pursuant
to the
 
Settlement, after
 
considering (i)
 
the substantial
 
financial benefit
 
provided under
 
the proposed
Settlement;
 
(ii)
 
the
 
uncertain
 
outcome
 
and
 
significant
 
risks
 
of
 
continued
 
litigation;
 
and
 
(iii)
 
the
desirability
 
of
 
permitting
 
the
 
Settlement
 
to
 
be
 
consummated
 
as
 
provided
 
by
 
the
 
terms
 
of
 
this
Stipulation.
T.
The
 
Individual
 
Defendants
 
have
 
denied,
 
and
 
continue
 
to
 
deny,
 
each
 
and
 
every
allegation,
 
claim,
 
and
 
contention
 
made
 
by
 
Plaintiff,
 
including
 
any
 
and
 
all
 
allegations
 
of
 
fault,
wrongdoing,
 
liability,
 
and
 
the
 
existence
 
of
 
any
 
damages
 
asserted
 
in
 
the
 
Complaint.
 
Without
limiting the
 
generality of
 
the foregoing,
 
the Individual
 
Defendants have
 
denied, and
 
continue to
deny, that they have
 
committed any breach
 
of fiduciary duty
 
or wrongdoing, have
 
aided or
 
abetted
7
any
 
such
 
breach
 
or
 
wrongdoing,
 
have
 
violated
 
any
 
law
 
or
 
statutory
 
duty
 
whatsoever,
 
or
 
have
caused any damages to
 
Credit Suisse, and each
 
Individual Defendant expressly maintains
 
that he
or she has acted properly and in good faith and has diligently
 
and scrupulously complied with his
or her statutory, fiduciary,
 
and other legal duties. The Individual Defendants are entering into this
Stipulation and the Settlement solely to eliminate the burden, expense, disruption, and distraction
inherent
 
in
 
further
 
litigation,
 
and
 
without
 
admitting
 
the
 
validity
 
of
 
any
 
allegations
 
made
 
by
Plaintiff, or any liability with
 
respect thereto, and thus have
 
concluded that it is desirable
 
that the
claims against them be settled on the terms reflected in this Stipulation.
NOW
 
THEREFORE
,
 
it
 
is
STIPULATED
 
AND
 
AGREED
,
 
by
 
and
 
between Plaintiff,
UBS,
 
and
 
Defendants
 
that,
 
subject
 
to
 
the
 
approval
 
of
 
the
 
Court
 
under
 
New
 
York
 
Business
Corporation Law § 626, for good and valuable consideration set forth herein and conferred on the
Company,
 
the sufficiency
 
of which
 
is acknowledged,
 
the claims
 
asserted
 
in the
 
Action shall
 
be
finally and fully settled, resolved, discharged, and dismissed with
 
prejudice, and that the Released
Plaintiff’s
 
Claims
 
shall
 
be
 
finally
 
and
 
fully
 
settled,
 
resolved,
 
discharged,
 
and
 
dismissed
 
with
prejudice
 
against
 
the
 
Released
 
Defendants’
 
Persons,
 
and
 
that
 
the
 
Released
 
Defendants’
 
Claims
shall be
 
finally and
 
fully settled,
 
resolved, discharged,
 
and dismissed
 
with prejudice
 
against the
Released Plaintiff’s Persons, in the manner set forth herein.
I.
DEFINITIONS
1.
In
 
addition
 
to
 
the
 
terms
 
defined
 
elsewhere
 
in
 
this
 
Stipulation,
 
the
 
following
capitalized terms, used in this Stipulation and the exhibits attached hereto and made a
 
part hereof,
shall have the meanings given to them below:
(a)
“Defendants’ Counsel”
 
means Blank Rome
 
LLP (for Defendants
 
Urs Rohner,
Iris Bohnet, Christian Gellerstad, Andreas Gottschling, Michael Klein, Shan Li, Seraina
8
Macia,
 
Richard
 
Meddings,
 
Kai
 
S.
 
Nargolwala,
 
Ana
 
Paula
 
Pessoa,
 
Joaquin
 
J.
 
Ribeiro,
 
Severin
Schwan, and John Tiner); Crowell & Moring LLP (for Defendants Eric
 
Varvel,
 
David Miller, and
Radhika Venkatraman);
 
Baker McKenzie
 
LLP (for
 
Defendant Thomas
 
Gottstein); Gibson
 
Dunn
& Crutcher LLP (for Defendant Lara Warner); Lankler Siffert
 
& Wohl
 
LLP (for Defendant Brian
Chin); and Cahill Gordon & Reindel LLP (for Nominal Defendant Credit Suisse and UBS).
(b)
“Effective
 
Date”
 
means
 
the
 
first
 
date
 
by
 
which
 
all
 
of
 
the
 
events
 
and
conditions specified in paragraph 17 of this Stipulation
 
have been met and have occurred or
 
have
been waived.
(c)
“Escrow Account”
 
means
 
the interest-bearing
 
escrow account
 
maintained
by Plaintiff’s Counsel and into which the Settlement Amount shall be deposited.
(d)
“Escrow Agent” means
 
Citibank, N.A.
(e)
“Final,” when
 
referring
 
to
 
the
 
Judgment
 
or any
 
other
 
court order,
 
means
(i) if no appeal
 
is filed, the
 
expiration date of
 
the time provided
 
for filing or
 
noticing any motion
for reconsideration,
 
reargument, appeal,
 
or other
 
review of
 
the order;
 
or (ii)
 
if there
 
is an
 
appeal
from the Judgment
 
or order, (a)
 
the date
 
of final dismissal
 
of all such
 
appeals, or the
 
final dismissal
of any
 
proceeding on
 
certiorari, reconsideration,
 
or otherwise;
 
or (b)
 
the date the
 
Judgment or
 
order
is
 
affirmed
 
on
 
appeal
 
and
 
the
 
time
 
to
 
file
 
a
 
petition
 
for
 
a
 
writ
 
of
 
certiorari,
 
reconsideration,
reargument,
 
or
 
other
 
form
 
of
 
review
 
has
 
expired;
 
or
 
a
 
petition
 
for
 
a
 
writ
 
of
 
certiorari,
reconsideration,
 
reargument,
 
or
 
other
 
form
 
of
 
review
 
has
 
been
 
denied;
 
or
 
if
 
certiorari,
reconsideration, or
 
other form
 
of review
 
is granted,
 
the Judgment
 
or order
 
has been
 
finally affirmed
pursuant
 
to
 
that
 
grant;
provided,
 
however
,
 
that
 
any
 
disputes
 
or
 
appeals
 
relating
 
solely
 
to
 
the
amount, payment, or allocation of attorneys’ fees and expenses shall have no effect on finality for
purposes of determining
 
the date on
 
which the Judgment
 
becomes Final and
 
shall not
 
otherwise
9
prevent, limit,
 
or
 
otherwise affect
 
the
 
Judgment,
 
or
 
prevent, limit,
 
delay,
 
or
 
hinder
 
entry
 
of
 
the
Judgment.
(f)
“Judgment”
 
means
 
the
 
Judgment
 
and
 
Order
 
Granting
 
Final
 
Approval
 
of
Derivative Action Settlement, substantially in the
 
form attached hereto as Exhibit D,
 
to be entered
by the Court approving the Settlement.
(g)
“Litigation
 
Expenses”
 
means
 
any
 
and
 
all
 
costs
 
and
 
expenses
 
incurred
 
by
Plaintiff’s Counsel
 
in connection
 
with commencing,
 
prosecuting,
 
and settling
 
the Action,
 
for which
Plaintiff’s Counsel intends to apply to the Court for payment from the Settlement Fund.
(h)
“Notice”
 
means
 
the
 
Notice
 
of
 
Pendency
 
and
 
Proposed
 
Settlement
 
of
Stockholder Derivative Action, substantially in the form attached hereto as Exhibit B.
(i)
“Notice Costs” means
 
all costs,
 
fees, and expenses
 
related to providing
 
notice
of the Settlement.
(j)
“Notice Order” means
 
the Order,
 
substantially in
 
the form attached
 
hereto
as
 
Exhibit
 
A,
 
preliminarily
 
approving
 
the
 
Settlement,
 
directing
 
notice
 
of
 
the
 
Settlement,
 
and
scheduling Settlement-related events.
(k)
“Parties” means Plaintiff and
 
Defendants.
(l)
“Plaintiff’s Counsel” means
 
Bernstein Litowitz
 
Berger & Grossmann
 
LLP.
(m)
“Released Claims” means, collectively, the Released Plaintiff’s Claims
 
and
the Released Defendants’ Claims.
(n)
“Released
 
Defendants’
 
Claims”
 
means
 
all
 
claims
 
and
 
causes
 
of
 
action
 
of
every nature and
 
description, whether known
 
claims or
 
Unknown Claims, whether
 
arising under
state, federal, foreign, or common law, that arise out of or relate to the institution, prosecution, or
10
settlement of the
 
claims asserted in
 
the Action; except
 
for claims relating
 
to the enforcement
 
of the
Settlement.
(o)
“Released
 
Defendants’
 
Persons”
 
means
 
Defendants
 
and
 
their
 
current
 
and
former
 
parents,
 
subsidiaries,
 
officers,
 
directors,
 
attorneys,
 
family
 
members,
 
trustees,
 
trusts,
insurers, heirs, executors, administrators, predecessors, successors, and assigns.
(p)
“Released Plaintiff’s
 
Claims” means
 
all claims
 
and causes
 
of action
 
of every
nature and
 
description, whether
 
known claims
 
or Unknown
 
Claims, whether
 
arising under
 
state,
federal, foreign, or
 
common law,
 
that (i) were
 
asserted in the
 
Complaint; or
 
(ii) could have
 
been
asserted derivatively on
 
behalf of the
 
Company,
 
or directly under
 
Article 754
 
of the Swiss
 
Code
of
 
Obligations,
 
in
 
the
 
Complaint
 
or
 
in
 
any
 
other
 
forum
 
and
 
that
 
arise
 
out
 
of
 
or
 
relate
 
to
 
the
allegations, transactions, facts, matters, disclosures, or non-disclosures set forth in the Complaint;
except for
 
claims relating
 
to the
 
enforcement of
 
the Settlement.
 
For the
 
avoidance of
 
doubt, the
Released Plaintiff’s Claims
 
will not cover,
 
include, or release
 
any other direct
 
claims of Plaintiff
or
 
any
 
other
 
Company
 
stockholder,
 
including
 
without
 
limitation
 
any
 
claims
 
asserted
 
under
 
the
federal securities laws, including without limitation the claims asserted in
City of St. Clair Shores
Police and
 
Fire
 
Retirement
 
System v.
 
Credit
 
Suisse Group
 
AG, et
 
al.
, Civil
 
Action No.
 
1:21-cv-
03385-NRB (S.D.N.Y.).
(q)
“Released
 
Plaintiff’s
 
Persons”
 
means
 
Plaintiff
 
and
 
its
 
current
 
and
 
former
parents,
 
subsidiaries,
 
officers,
 
directors,
 
attorneys
 
(including
 
Plaintiff’s
 
Counsel),
 
family
 
members,
trustees, trusts, insurers, heirs, executors, administrators, predecessors, successors, and assigns.
(r)
“Released
 
Persons”
 
means,
 
collectively,
 
the
 
Released
 
Plaintiff’s
 
Persons
and the Released Defendants’ Persons.
11
(s)
“Releases”
 
means the
 
releases
 
set forth
 
in paragraphs
 
3-4 of
 
this Stipulation.
(t)
“Settlement” means
 
the resolution of
 
the Action
 
on the
 
terms and
 
conditions
set forth in this Stipulation.
(u)
“Settlement Amount” means
 
$115,000,000 (United States Dollars)
 
in cash.
(v)
“Settlement Fund” means
 
the Settlement Amount
 
plus any and
 
all interest
earned thereon.
(w)
“Settlement Hearing” means the hearing to be set by the Court to
 
consider,
among other things, final approval of the Settlement.
(x)
“Summary
 
Notice”
 
means
 
the
 
Summary
 
Notice
 
of
 
Pendency
 
and
 
Proposed
Settlement of Stockholder Derivative Action, substantially in the form attached hereto as Exhibit C.
(y)
“Taxes”
 
means:
 
(i)
 
all
 
federal,
 
state,
 
and/or
 
local
 
taxes
 
of
 
any
 
kind
 
on
 
any
income
 
earned
 
by
 
the
 
Settlement
 
Fund;
 
and
 
(ii)
 
the
 
reasonable
 
expenses
 
and
 
costs
 
incurred
 
by
Plaintiff’s Counsel in connection with determining the amount of,
 
and paying, any taxes owed by the
Settlement Fund (including, without limitation, expenses of tax attorneys and accountants).
(z)
“Unknown
 
Claims”
 
means
 
any
 
Released
 
Plaintiff’s
 
Claims
 
that
 
Plaintiff,
Credit Suisse,
 
or UBS
 
does not
 
know or
 
suspect to
 
exist in
 
its favor
 
at the
 
time of
 
the release of
such claims, and any
 
Released Defendants’ Claims
 
that any Defendant does
 
not know or
 
suspect
to exist
 
in his,
 
her, or its
 
favor at
 
the time
 
of the
 
release of
 
the Released Defendants’
 
Claims, which,
if
 
known
 
by
 
him,
 
her,
 
or
 
it,
 
might
 
have
 
affected
 
his,
 
her,
 
or
 
its
 
decision(s)
 
with
 
respect
 
to
 
this
Settlement. With
 
respect to any and all Released
 
Claims, the Parties and UBS stipulate and
 
agree
that,
 
upon
 
the
 
Effective
 
Date
 
of
 
the
 
Settlement,
 
Plaintiff,
 
Defendants,
 
and
 
UBS
 
shall
 
expressly
waive any and all provisions, rights, and benefits conferred by any law of any state or territory of
12
the United
 
States, or
 
principle of
 
common law
 
or foreign
 
law,
 
which is
 
similar,
 
comparable, or
equivalent to California Civil Code § 1542, which provides:
A general release
 
does not extend to claims that
 
the creditor or releasing party does
not know or suspect to exist in
 
his or her favor at the time of executing the
 
release
and
 
that,
 
if
 
known
 
by
 
him
 
or
 
her,
 
would
 
have
 
materially
 
affected
 
his
 
or
 
her
settlement with the debtor or released party.
Plaintiff, Defendants, and
 
UBS acknowledge that
 
the foregoing waiver was
 
separately bargained
for and is a key element of the Settlement.
II.
RELEASE OF CLAIMS
2.
The obligations incurred pursuant to
 
this Stipulation are in
 
consideration of: (a) the
full and final disposition of the Action; and (b) the Releases provided for under this Stipulation.
3.
Pursuant to the Judgment,
 
without further action by
 
anyone, upon the Effective Date
 
of
the Settlement, Plaintiff,
 
Credit Suisse, and
 
UBS shall be
 
deemed to have,
 
and by operation of law and
of the Judgment shall have, fully, finally,
 
and forever dismissed with prejudice, settled, resolved, and
discharged the Released
 
Plaintiff’s Claims against
 
the Released
 
Defendants’ Persons,
 
and
 
shall forever
be
 
barred
 
and
 
enjoined
 
from
 
prosecuting
 
the
 
Released
 
Plaintiff’s
 
Claims
 
against
 
the
 
Released
Defendants’ Persons.
4.
Pursuant
 
to
 
the
 
Judgment,
 
without
 
further
 
action
 
by
 
anyone,
 
upon
 
the
 
Effective
Date of the
 
Settlement, Defendants and UBS
 
shall be deemed
 
to have, and by
 
operation of law
 
and
of the Judgment shall have,
 
fully,
 
finally,
 
and forever dismissed with prejudice,
 
settled, resolved,
and discharged
 
the Released
 
Defendants’
 
Claims against
 
the Released
 
Plaintiff’s Persons,
 
and shall
forever
 
be
 
barred
 
and
 
enjoined
 
from
 
prosecuting
 
the
 
Released
 
Defendants’
 
Claims
 
against
 
the
Released Plaintiff’s Persons.
13
5.
Notwithstanding paragraphs
 
3-4 above,
 
nothing in
 
the Judgment
 
shall bar
 
any action
by any of the Parties or UBS to enforce or effectuate the terms of this Stipulation or the Judgment.
III.
SETTLEMENT CONSIDERATION
6.
No later than
 
twenty (20) business days prior to the
 
date of the Settlement Hearing,
but no earlier than thirty (30) calendar days after: (a) the Court’s
 
grant of preliminary approval to
the
 
Settlement;
 
and
 
(2)
 
UBS’s
 
receipt
 
of
 
the
 
appropriate
 
payment
 
information
 
for
 
the
 
Escrow
Account, including wire instructions (including SWIFT Code),
 
a Form W-9,
 
and access to a duly
authorized
 
individual
 
who
 
can
 
verbally
 
confirm
 
payment
 
information,
 
UBS
 
shall
 
cause
 
the
Settlement Amount to be paid into the Escrow Account. No later than
 
ten (10) business days after
the
 
Effective
 
Date,
 
Plaintiff’s
 
Counsel
 
shall
 
cause
 
the
 
Settlement
 
Fund,
 
less
 
(i)
 
any
 
Fee
 
and
Expense Award (as defined in paragraph 10 below) paid or payable and/or
 
any reserve to account
for any
 
potential future
 
Fee and
 
Expense Award;
 
and (ii)
 
any Taxes
 
with respect
 
to any
 
interest
earned on the Settlement Fund while on deposit in the Escrow Account, to be transferred to UBS,
as successor to Credit Suisse.
 
All payments shall be made
 
by wire transfer to and
 
from the Escrow
Account; payments shall not be made by check. For avoidance of doubt, no Individual Defendant
shall be personally liable for funding the Settlement Amount.
7.
Except as
 
provided herein
 
or pursuant
 
to orders
 
of the
 
Court, the
 
Net Settlement
Fund shall remain
 
in the Escrow
 
Account prior to
 
the Effective Date.
 
All funds held by
 
the Escrow
Agent shall be deemed to be in custody
 
of the Court and shall remain subject to
 
the jurisdiction of
the Court until such time as the funds shall be distributed or returned pursuant to the terms of this
Stipulation
 
and/or
 
further
 
order
 
of
 
the
 
Court.
 
Except
 
as
 
otherwise
 
provided
 
in
 
this
 
paragraph,
Plaintiff’s
 
Counsel
 
will
 
instruct
 
the
 
Escrow
 
Agent
 
to
 
invest
 
any
 
funds
 
in
 
the
 
Escrow
 
Account
14
exclusively in United States Treasury Bills (or a mutual fund invested solely in such instruments)
and to collect
 
and reinvest all
 
interest accrued thereon,
 
except that any
 
residual cash balances
 
up
to the amount that is insured by
 
the FDIC may be deposited in any account that
 
is fully insured by
the
 
FDIC.
 
In
 
the
 
event
 
that
 
the
 
yield
 
on
 
United
 
States
 
Treasury
 
Bills
 
is
 
negative,
 
in
 
lieu
 
of
purchasing such Treasury
 
Bills, all or any portion
 
of the funds held by
 
the Escrow Agent may be
deposited in any account that is fully insured by the FDIC or backed
 
by the full faith and credit of
the United States. Additionally,
 
if short-term placement of the funds held by the Escrow Agent is
necessary,
 
all or any portion
 
of those funds may
 
be deposited in any
 
account that is
 
fully insured
by the FDIC or backed by the full faith and credit of the United States.
8.
The Parties
 
and UBS
 
agree that
 
the Settlement
 
Fund is
 
intended to
 
be a
 
qualified
settlement
 
fund
 
within
 
the
 
meaning
 
of
 
Treasury
 
Regulation
 
§
 
1.468B-1
 
and
 
that
 
Plaintiff’s
Counsel,
 
as
 
administrator
 
of
 
the
 
Settlement
 
Fund
 
within
 
the
 
meaning
 
of
 
Treasury
 
Regulation
§ 1.468B-2(k)(3), shall be solely responsible for filing or causing to be filed all informational and
other
 
tax
 
returns
 
as
 
may
 
be
 
necessary
 
or
 
appropriate
 
(including,
 
without
 
limitation,
 
the
 
returns
described in Treasury
 
Regulation § 1.468B-2(k))
 
for the
 
Settlement Fund. Plaintiff’s Counsel
 
shall
also be responsible for causing payment to be made from the Settlement Fund of any Taxes owed
with respect to
 
the Settlement Fund.
 
The Released Defendants’
 
Persons shall not
 
have any liability
or responsibility for
 
any such Taxes.
 
Upon written request,
 
UBS will provide
 
Plaintiff’s Counsel
with
 
the
 
statement
 
described
 
in
 
Treasury
 
Regulation
 
§
 
1.468B-3(e).
 
Plaintiff’s
 
Counsel,
 
as
administrator of
 
the Settlement
 
Fund within
 
the meaning
 
of Treasury Regulation
 
§ 1.468B-2(k)(3),
shall
 
timely
 
make
 
such
 
elections
 
as
 
are
 
necessary
 
or
 
advisable
 
to
 
carry
 
out
 
this
 
paragraph,
including, as
 
necessary,
 
making a
 
“relation back
 
election,” as described
 
in Treasury
 
Regulation
§ 1.468B-1(j),
 
to cause
 
the qualified
 
settlement
 
fund to
 
come
 
into existence
 
at the
 
earliest
 
allowable
15
date, and
 
shall take
 
or cause
 
to be
 
taken all
 
actions as
 
may be
 
necessary
 
or appropriate
 
in connection
therewith.
9.
All Taxes shall be paid out of the Settlement Fund, and shall be timely paid, or caused
to be
 
timely paid,
 
by Plaintiff’s
 
Counsel
 
and without
 
further order
 
from the
 
Court. Any
 
tax
 
returns
prepared for the Settlement Fund (as well as the election set forth therein) shall be consistent with the
previous paragraph and
 
in all events
 
shall reflect that
 
all Taxes on the income
 
earned by the
 
Settlement
Fund shall be paid out
 
of the Settlement Fund
 
as provided herein. Plaintiff’s
 
Counsel will file a
 
final
tax return
 
for the
 
Settlement Fund,
 
which will
 
be subject
 
to a
 
three-year statute of limitations period
commencing on
 
the date
 
of filing
 
of the
 
final tax
 
return (the “Statutory Period”),
 
during which time the
IRS can review, analyze, and resolve any tax-related issues
 
related to
 
the Settlement Fund.
 
At the time
of transfer
 
of the
 
balance of
 
the Settlement
 
Fund
 
to UBS
 
pursuant to
 
paragraph 6
 
above, Plaintiff’s
Counsel shall be permitted to withhold a portion of
 
the Settlement
 
Fund in
 
reserve in
 
a non-interest-
bearing escrow account
 
to cover any
 
future Taxes
 
required to be
 
paid by the
 
IRS with respect
 
to the
Settlement Fund (the “Tax
 
Reserve”). UBS may
 
elect to have
 
the unused Tax
 
Reserve transferred to
UBS before the expiration of the Statutory
 
Period, provided
 
that UBS
 
first issues
 
to Plaintiff’s
 
Counsel
a written
 
assurance to
 
timely pay to the IRS any additional Taxes (including any penalties) owed with
respect to the Settlement Fund.
IV.
ATTORNEYS’ FEES AND LITIGATION EXPENSES
10.
In connection
 
with the
 
Settlement, Plaintiff’s
 
Counsel will
 
apply to
 
the Court
 
for
an award of attorneys’
 
fees and payment
 
of Litigation Expenses
 
(the “Fee and
 
Expense Award”)
to be paid
 
solely from (and out
 
of) the Settlement Fund.
 
In connection with
 
Plaintiff’s Counsel’s
application
 
for
 
a
 
Fee and
 
Expense Award,
 
Plaintiff
 
may petition
 
the
 
Court for
 
a
 
service award
16
(“Service
 
Award”)
 
to
 
be
 
paid
 
solely
 
from
 
any
 
Fee
 
and
 
Expense
 
Award
 
to
 
Plaintiff’s
 
Counsel.
Defendants
 
reserve
 
the
 
right
 
to
 
oppose
 
Plaintiff’s
 
Counsel’s
 
application
 
for
 
a
 
Fee
 
and
 
Expense
Award, including Plaintiff’s
 
application for a Service Award.
11.
Any
 
Fee
 
and
 
Expense
 
Award
 
approved
 
by
 
the
 
Court
 
shall
 
be
 
paid
 
to
 
Plaintiff’s
Counsel,
 
and
 
any
 
Service
 
Award
 
approved
 
by
 
the
 
Court
 
shall
 
be
 
paid
 
to
 
Plaintiff,
 
from
 
the
Settlement
 
Fund
 
immediately
 
upon
 
award,
 
notwithstanding
 
the
 
existence
 
of
 
any
 
timely
 
filed
objections thereto, or potential
 
for appeal therefrom, or
 
collateral attack on the
 
Settlement or any
part thereof, subject
 
to Plaintiff’s Counsel’s and Plaintiff’s obligation to make appropriate refunds
or repayments to the
 
Settlement Fund, plus accrued interest
 
at the same net
 
rate as is earned
 
by the
Settlement Fund, if the Settlement is terminated pursuant
 
to the terms of this Stipulation or if,
 
as a
result of any appeal or further proceedings on remand, or successful collateral attack, the Fee and
Expense Award or any Service Award is reduced or reversed and
 
such order reducing or
 
reversing
the award has become Final.
 
Plaintiff’s Counsel and Plaintiff shall make the appropriate refund
 
or
repayment in
 
full
 
no
 
later
 
than
 
twenty
 
(20)
 
business
 
days
 
after: (a)
 
receiving
 
from
 
Defendants’
Counsel notice of the
 
termination of the Settlement; or
 
(b) any order reducing or reversing
 
the Fee
and Expense Award has
 
become Final.
12.
It
 
is
 
not
 
a
 
condition
 
of
 
this
 
Stipulation,
 
the
 
Settlement,
 
or
 
the
 
Judgment
 
that
 
the
Court award any attorneys’ fees
 
or expenses, including any service award
 
to Plaintiff. In the event
that the
 
Court does
 
not award attorneys’
 
fees or
 
expenses or
 
a service
 
award, or
 
in the
 
event the
Court makes an award in
 
an amount that is less
 
than the amount requested
 
by Plaintiff’s Counsel
or Plaintiff or
 
is otherwise unsatisfactory to
 
Plaintiff’s Counsel or Plaintiff, or
 
in the event
 
that any
such
 
award
 
is
 
vacated
 
or
 
reduced
 
on
 
appeal,
 
this
 
Stipulation
 
and
 
the
 
Settlement,
 
including
 
the
effectiveness of the Releases and
 
other obligations of the Parties
 
and UBS under the Settlement,
17
nevertheless
 
shall
 
remain
 
in
 
full
 
force
 
and
 
effect.
 
Neither
 
Plaintiff
 
nor
 
Plaintiff’s
 
Counsel
 
may
cancel or
 
terminate the
 
Settlement based
 
on this
 
Court’s or any
 
appellate court’s ruling
 
with respect
to any Fee and Expense Award
 
or any Service Award.
V.
SUBMISSION OF THE
 
SETTLEMENT TO THE
 
COURT FOR APPROVAL
13.
Within one
 
(1) business
 
day of execution
 
of this Stipulation,
 
Plaintiff shall
 
move,
with
 
Defendants’
 
consent,
 
for
 
preliminary
 
approval
 
of
 
the
 
Settlement
 
and
 
request
 
entry
 
of
 
the
Notice Order,
 
substantially in
 
the form attached
 
hereto as Exhibit
 
A, providing
 
for, among
 
other
things: (a) preliminary approval of
 
the Settlement; (b) dissemination of
 
the Notice; (c) publication
of the
 
Summary Notice;
 
and (d)
 
scheduling of
 
the Settlement
 
Hearing to
 
consider: (i)
 
final approval
of the
 
proposed Settlement,
 
(ii) the
 
request that
 
the Judgment,
 
substantially in
 
the form
 
attached
hereto as Exhibit
 
D, be
 
entered by the
 
Court, (iii)
 
Plaintiff’s Counsel’s
 
application for a
 
Fee and
Expense
 
Award, including any application
 
by Plaintiff
 
for a Service
 
Award, and (iv) any objections
to
 
any
 
of
 
the
 
foregoing.
 
The
 
Parties
 
shall
 
take
 
all
 
reasonable
 
and
 
appropriate
 
steps
 
to
 
seek
 
and
obtain entry of the Notice Order.
 
The date and time of the Settlement Hearing
 
set by the Court in
the Notice
 
Order may
 
be changed
 
by the
 
Court without
 
further written
 
notice to
 
UBS stockholders.
14.
In
 
accordance
 
with
 
the
 
terms
 
of
 
the
 
proposed
 
Notice
 
Order
 
to
 
be
 
entered
 
by
 
the
Court (i) no
 
later than five
 
(5) business days
 
following the date
 
of entry of
 
the Notice Order (the
“Notice Date”), UBS shall file
 
copies of this Stipulation and the
 
Notice, substantially in the form
attached
 
hereto
 
as
 
Exhibit
 
B,
 
as
 
exhibits
 
to
 
a
 
Form
 
6-K
 
with
 
the
 
United
 
States
 
Securities
 
and
Exchange Commission;
 
(ii) no
 
later than
 
five (5)
 
business days
 
following the
 
Notice Date,
 
UBS
shall post
 
copies of
 
this
 
Stipulation
 
and the
 
Notice, substantially
 
in the
 
form
 
attached hereto
 
as
Exhibit B, on
 
the “Investor Relations”
 
section of UBS’s website, and
 
such documents shall
 
remain
posted to that website through the Effective Date of the Settlement; and (iii) no later than five
 
(5)
18
business days
 
following the
 
Notice Date,
 
UBS shall
 
cause the
 
Summary Notice,
 
substantially in
the form attached
 
hereto as Exhibit C, to be
 
published on one occasion
 
in
The Wall Street Journal
,
on one occasion in
The Financial Times
, and on one occasion over the PR Newswire.
15.
UBS shall assume all administrative responsibility for and
 
will pay any and all Notice
Costs
 
regardless of
 
whether the
 
Court
 
approves the
 
Settlement or
 
the
 
Effective
 
Date fails
 
to occur.
Plaintiff
 
and Plaintiff’s
 
Counsel shall
 
not be
 
responsible
 
for
 
any Notice
 
Costs
 
nor shall
 
any
 
Notice
Costs be paid from the Settlement Fund.
16.
The
 
Parties
 
shall
 
request
 
at
 
the
 
Settlement
 
Hearing
 
that
 
the
 
Court
 
approve
 
the
Settlement
 
and
 
enter the
 
Judgment,
 
substantially
 
in
 
the
 
form
 
attached hereto
 
as
 
Exhibit
 
D.
 
The
Parties shall take all reasonable and appropriate steps to obtain entry of the Judgment.
VI.
CONDITIONS OF SETTLEMENT
17.
The Effective Date of
 
the Settlement shall be deemed
 
to occur on the
 
occurrence or
waiver in writing by the Parties and UBS of all of the following conditions, which the Parties and
UBS shall use their respective best efforts to achieve:
(a)
the full amount of the Settlement Amount has been paid into the Escrow
Account in accordance with paragraph 6 above;
(b)
the Court has entered the Notice Order, substantially in the form attached
hereto as Exhibit A;
(c)
Defendants
 
and
 
UBS
 
have
 
not
 
exercised
 
their
 
option
 
to
 
terminate
 
the
Settlement pursuant to the provisions of this Stipulation;
(d)
Plaintiff has not
 
exercised its option
 
to terminate
 
the Settlement pursuant
 
to
the provisions of this Stipulation;
19
(e)
the Court has
 
approved the Settlement
 
as described herein,
 
following notice
to UBS stockholders
 
and a hearing,
 
and entered the
 
Judgment, substantially in
 
the form attached
hereto as Exhibit D; and
(f)
the Judgment has
 
become Final.
VII.
TERMINATION OF SETTLEMENT; EFFECT OF TERMINATION
18.
Plaintiff,
 
UBS,
 
and
 
Individual
 
Defendants
 
(provided
 
Individual
 
Defendants
unanimously agree
 
among themselves)
 
shall each
 
have the
 
right to
 
terminate the
 
Settlement and
this Stipulation, by
 
providing written notice
 
of its or
 
their election to
 
do so (“Termination Notice”)
to the
 
other Parties
 
within twenty
 
(20) business
 
days of:
 
(a) the
 
Court’s
 
final refusal
 
to enter
 
the
Notice Order in any material respect and such
 
final refusal decision having become Final; (b)
 
the
Court’s
 
final refusal to approve
 
the Settlement or
 
any material part thereof
 
and such final refusal
decision having become
 
Final; (c) the
 
Court’s
 
final refusal to
 
enter the Judgment
 
in any material
respect as
 
to the
 
Settlement and
 
such final
 
refusal decision
 
having become
 
Final; or
 
(d) the
 
date
upon which an order modifying or reversing the Judgment in any material respect becomes Final.
In addition to
 
the foregoing, Plaintiff
 
shall have the
 
unilateral right to terminate
 
the Settlement and
this Stipulation, by providing
 
written notice of
 
its election to do
 
so to Defendants and
 
UBS, within
twenty
 
(20)
 
business
 
days
 
of
 
any
 
failure
 
of
 
UBS
 
to
 
cause
 
the
 
full
 
payment
 
of
 
the
 
Settlement
Amount
 
into
 
the
 
Escrow
 
Account
 
in
 
a
 
timely
 
manner
 
in
 
accordance
 
with
 
paragraph
 
6
 
above.
However, any decision or proceeding, whether in
 
this Court or any appellate
 
court, with respect to
an application by Plaintiff’s
 
Counsel for a Fee and
 
Expense Award,
 
including any application by
Plaintiff for
 
a Service
 
Award,
 
shall not
 
be considered material
 
to the
 
Settlement, shall
 
not affect
the finality of the Judgment, and shall not be grounds for termination of the Settlement.
20
19.
If
 
(i)
 
Plaintiff,
 
(ii)
 
all
 
Individual
 
Defendants
 
(provided
 
they
 
unanimously
 
agree
among themselves), or
 
(iii) UBS exercises its
 
or their right
 
to terminate the Settlement as
 
provided
in this Stipulation, then:
(a)
The
 
Settlement
 
and
 
the
 
relevant
 
portions
 
of
 
this
 
Stipulation
 
shall
 
be
canceled and terminated;
(b)
Plaintiff
 
and
 
Defendants
 
shall
 
revert
 
to
 
their
 
respective
 
positions
 
in
 
the
Action as of immediately prior to the Parties’ execution of the Term Sheet on July 21, 2025;
(c)
Within ten (10) business days of termination of the Settlement, as provided
in this Stipulation, Plaintiff’s Counsel
 
shall cause the Escrow
 
Agent to return, as directed
 
by UBS,
any
 
portion
 
of
 
the
 
Settlement
 
Amount
 
that
 
has
 
been
 
paid
 
into
 
the
 
Escrow
 
Account,
 
including
accrued
 
interest
 
thereon
 
and
 
change
 
in
 
value
 
as
 
a
 
result
 
of
 
the
 
investment
 
of
 
the
 
Settlement
Amount, and any
 
funds received
 
by Plaintiff’s
 
Counsel or
 
Plaintiff consistent
 
with paragraph 11
above, and
 
less
 
any Taxes
 
with respect
 
to any
 
interest earned
 
on the
 
Settlement Fund
 
while
 
on
deposit
 
in
 
the
 
Escrow
 
Account.
 
In
 
the
 
event
 
that
 
the
 
funds
 
received
 
by
 
Plaintiff’s
 
Counsel
 
or
Plaintiff consistent with
 
paragraph 11 above have
 
not been refunded
 
to the Settlement Fund
 
within
the ten (10)
 
business days specified
 
in this paragraph,
 
Plaintiff’s Counsel
 
shall cause the
 
Escrow
Agent to return, as directed
 
by UBS, those funds immediately
 
upon their deposit into
 
the Escrow
Account consistent with paragraph 11 above; and
(d)
The
 
terms
 
and
 
provisions
 
of
 
this
 
Stipulation,
 
with
 
the
 
exception
 
of
 
this
paragraph 19 and paragraphs 11, 15, 20, 41, and 42 of this Stipulation, shall
 
have no further force and
effect with
 
respect to
 
the Parties
 
and UBS
 
and shall
 
not be
 
used in
 
the Action
 
or in
 
any other
 
proceeding
for any purpose, and any Judgment or order entered by the Court in accordance with the terms of this
Stipulation shall be treated as vacated,
nunc pro tunc
.
21
VIII.
NO ADMISSION OF
 
WRONGDOING
20.
Neither the Term
 
Sheet; this Stipulation
 
(whether or not consummated), including
the exhibits hereto; the
 
negotiations leading to the execution of
 
the Term Sheet or this Stipulation;
nor any proceedings
 
taken pursuant to
 
or in connection
 
with this Stipulation
 
and/or approval of
 
the
Settlement (including any arguments proffered in connection therewith):
(a)
shall
 
be
 
offered
 
against
 
any
 
of
 
the
 
Released
 
Defendants’
 
Persons
 
as
evidence
 
of,
 
or
 
construed
 
as,
 
or
 
deemed
 
to
 
be
 
evidence
 
of
 
any
 
presumption,
 
concession,
 
or
admission by any of the
 
Released Defendants’ Persons with respect
 
to the truth of
 
any fact alleged
by Plaintiff; the
 
validity of any
 
claim that
 
was or could
 
have been asserted;
 
the validity of
 
any legal
arguments that Plaintiff has made or could
 
have made; the deficiency of
 
any defense that has been
or could
 
have been
 
asserted in
 
the Action
 
or in
 
any other
 
litigation; or
 
any liability,
 
negligence,
fault, or other wrongdoing of any kind of any of the Released Defendants’ Persons, or in any way
referred
 
to
 
for
 
any
 
other
 
reason
 
as
 
against
 
any
 
of
 
the
 
Released
 
Defendants’
 
Persons,
 
in
 
any
arbitration proceeding
 
or other
 
civil, criminal,
 
or administrative
 
action or
 
proceeding (including
this Action if it is not dismissed in accordance with
 
this Stipulation), other than such proceedings
as may be necessary to effectuate the provisions of this Stipulation;
(b)
shall be deemed
 
to represent an admission by
 
any Defendant that
 
he, she, or
it
 
is
 
subject
 
to
 
personal
 
jurisdiction
 
in
 
the
 
Action,
 
or
 
to
 
personal
 
jurisdiction
 
in
 
any
 
location
anywhere, and Defendants’ entry into this Stipulation shall be without
 
prejudice to all claims and
defenses by any and all Defendants regarding personal jurisdiction;
(c)
shall be offered against any of the Released Plaintiff’s Persons, as evidence of,
or construed as, or
 
deemed to be evidence of
 
any presumption, concession, or admission
 
by any of the
Released Plaintiff’s Persons that any of their claims are without merit, that any of the
22
Released Defendants’
 
Persons had
 
meritorious defenses,
 
or that
 
damages recoverable
 
under the
Complaint
 
would
 
not
 
have
 
exceeded
 
the
 
Settlement
 
Amount
 
or
 
with
 
respect
 
to
 
any
 
liability,
negligence, fault,
 
or wrongdoing
 
of any
 
kind, or
 
in any
 
way referred
 
to for
 
any other
 
reason as
against
 
any
 
of
 
the
 
Released
 
Plaintiff’s
 
Persons,
 
in
 
any
 
arbitration
 
proceeding
 
or
 
other
 
civil,
criminal, or administrative action or
 
proceeding, other than such proceedings as
 
may be necessary
to effectuate the provisions of this Stipulation; or
(d)
shall
 
be
 
construed
 
against
 
any
 
of
 
the
 
Released
 
Persons
 
as
 
an
 
admission,
concession, or presumption
 
that the consideration
 
to be given
 
hereunder represents the
 
judgment
amount that could be or would have been achieved after trial;
provided,
 
however
,
 
that
 
if
 
the
 
Settlement
 
is
 
approved
 
by
 
the
 
Court,
 
the
 
Parties,
 
UBS,
 
and
 
the
Released
 
Persons
 
and
 
their
 
respective
 
counsel
 
may
 
refer
 
to
 
this
 
Stipulation
 
to
 
effectuate
 
the
protections from
 
liability granted
 
under this
 
Stipulation or
 
otherwise to
 
enforce the
 
terms of
 
the
Settlement.
IX.
MISCELLANEOUS
 
PROVISIONS
21.
All of the exhibits attached
 
hereto are incorporated by reference as though
 
fully set
forth herein.
 
Notwithstanding the foregoing,
 
if there exists
 
a conflict or
 
inconsistency between the
terms of this Stipulation and the terms of any exhibit attached hereto, the terms of this Stipulation
control.
22.
In the
 
event of
 
the entry
 
of a
 
Final order
 
of a
 
court of
 
competent jurisdiction
 
determining
the transfer of money to the Settlement Fund or any portion
 
thereof by or on behalf of UBS or any of
the Defendants to
 
be a preference,
 
voidable transfer, fraudulent transfer, or similar
 
transaction and any
portion
 
thereof
 
is
 
required
 
to
 
be
 
returned,
 
and
 
such
 
amount
 
is
 
not
 
promptly
 
deposited
 
into
 
the
Settlement Fund by others, then, at the election of Plaintiff, Plaintiff
23
and Defendants
 
shall jointly
 
move the
 
Court to
 
vacate and
 
set aside
 
the Releases
 
given and
 
the
Judgment
 
entered
 
in
 
favor
 
of
 
Defendants
 
and
 
the
 
other
 
Released
 
Persons
 
pursuant
 
to
 
this
Stipulation, in which event the
 
Releases and Judgment shall be null
 
and void, and the Parties shall
be restored to their respective positions in the Action as provided in paragraph 19 above.
23.
The Parties
 
intend this
 
Stipulation
 
and the
 
Settlement to
 
be a
 
final and
 
complete
resolution
 
of
 
all
 
disputes
 
asserted
 
or
 
which
 
could
 
be
 
asserted
 
by
 
Plaintiff
 
with
 
respect
 
to
 
the
Released Plaintiff’s Claims. Accordingly, the Parties, UBS, and their respective counsel agree
 
not
to assert in any forum that this Action was brought
 
by Plaintiff or defended by Defendants in bad
faith or without
 
a reasonable basis.
 
The Parties, UBS,
 
and their respective
 
counsel agree that
 
the
amounts paid and the terms of
 
the Settlement were negotiated at
 
arm’s length and in good faith by
the
 
Parties
 
and
 
UBS,
 
and
 
reflect
 
the
 
Settlement
 
that
 
was
 
reached
 
voluntarily
 
after
 
extensive
negotiations and consultation with experienced legal counsel, who were fully competent to assess
the strengths and weaknesses of their respective clients’ claims or defenses.
24.
While
 
retaining
 
their
 
right
 
to
 
deny
 
that
 
the
 
claims
 
asserted
 
in
 
the
 
Action
 
were
meritorious, the
 
Parties, UBS,
 
and their
 
respective counsel,
 
in any
 
statement made
 
to any
 
media
representative (whether
 
or not
 
for attribution)
 
will not
 
assert that
 
the Action
 
was commenced
 
or
prosecuted in bad
 
faith, nor will
 
they deny
 
that the Action
 
was commenced and
 
prosecuted in
 
good
faith and is being settled voluntarily after
 
consultation with competent legal counsel.
 
In all events,
the
 
Parties,
 
UBS,
 
and
 
their
 
respective
 
counsel
 
shall
 
not
 
make
 
any
 
accusations
 
of
 
wrongful
 
or
actionable conduct by any Party
 
concerning the prosecution, defense, or resolution of the
 
Action,
and shall not otherwise
 
suggest that the Settlement
 
constitutes an admission of
 
any claim, defense,
or legal argument.
24
25.
The terms
 
of the
 
Settlement, as
 
reflected in
 
this
 
Stipulation, may
 
not be
 
modified or
amended, nor may any of its provisions be waived except by
 
a writing signed on behalf of
 
each of the
Parties and UBS (or their successors-in-interest).
26.
The headings
 
herein are
 
used for
 
the purpose
 
of convenience
 
only and
 
are not
 
meant
to
 
have
 
legal
 
effect.
 
The
 
use
 
of
 
the
 
word
 
“including”
 
herein
 
shall
 
mean
 
“including
 
without
limitation.”
27.
If any
 
deadline set
 
forth in this
 
Stipulation or the
 
exhibits hereto
 
falls on a
 
Saturday,
Sunday, or legal holiday,
 
that deadline will be continued to the next business day.
28.
Without
 
further
 
order
 
of
 
the
 
Court,
 
the
 
Parties
 
and
 
UBS
 
may
 
agree
 
to
 
reasonable
extensions of time to carry out any of the provisions of this Stipulation.
29.
The
 
administration
 
and
 
consummation
 
of
 
the
 
Settlement
 
as
 
embodied
 
in
 
this
Stipulation shall be under the authority
 
of the Court, and the Court shall have
 
jurisdiction over the
Action for
 
the purpose
 
of entering
 
orders providing
 
for awards
 
of attorneys’
 
fees and
 
Litigation
Expenses to Plaintiff’s Counsel, and enforcing the terms of this Stipulation.
30.
The waiver by
 
one Party
 
or UBS of
 
any breach of
 
this Stipulation
 
by any other
 
Party
or UBS
 
shall not
 
be deemed
 
a waiver
 
of such
 
breach by
 
any other
 
Party or
 
UBS or
 
a waiver
 
by the
waiving Party or UBS of any other prior or subsequent breach of this Stipulation.
31.
This Stipulation and its
 
exhibits constitute the entire
 
agreement among the Parties
and UBS concerning the Settlement and this Stipulation and its exhibits.
32.
This
 
Stipulation
 
may
 
be
 
executed
 
in
 
one
 
or
 
more
 
counterparts,
 
including
 
by
signature transmitted via facsimile, DocuSign,
 
or by a .pdf/.tif
 
image of the signature transmitted
via email.
 
All executed
 
counterparts and
 
each of
 
them shall
 
be deemed
 
to be
 
one and
 
the same
instrument.
25
33.
This Stipulation shall
 
be binding
 
upon and inure
 
to the benefit
 
of the
 
successors and
assigns
 
of
 
the
 
Parties
 
and UBS,
 
and the
 
Released Persons,
 
and
 
any
 
corporation, partnership,
 
or
other
 
entity
 
into
 
or
 
with
 
which
 
any
 
Party
 
or
 
UBS
 
may
 
merge,
 
consolidate,
 
or
 
reorganize.
 
The
Parties and
 
UBS acknowledge
 
and agree,
 
for the
 
avoidance of
 
doubt, that
 
the Released
 
Defendants’
Persons and the Released Plaintiff’s Persons
 
are intended beneficiaries of this Stipulation and are
entitled to enforce the Releases contemplated by the Settlement.
34.
The construction,
 
interpretation, operation,
 
effect,
 
and validity
 
of this
 
Stipulation
and all documents necessary to effectuate
 
it shall be governed by the
 
internal laws of the State of
New York
 
without regard
 
to conflicts
 
of laws,
 
except to
 
the extent
 
that federal
 
law requires
 
that
federal law govern.
35.
Any action to
 
enforce this
 
Stipulation or
 
any portion
 
thereof shall be
 
commenced
and maintained only in this Court.
36.
This
 
Stipulation
 
shall
 
not
 
be
 
construed
 
more
 
strictly
 
against
 
one
 
Party
 
or
 
UBS
 
than
another merely by
 
virtue of
 
the fact that
 
it, or any
 
part of it,
 
may have been
 
prepared by counsel
 
for
one of the Parties or UBS, it being recognized that it
 
is the result of arm’s-length
 
negotiations among
Plaintiff, Defendants, and UBS
 
and that Plaintiff, Defendants,
 
and UBS have
 
contributed substantially
and materially to the preparation of this Stipulation.
37.
All counsel and all other persons executing this Stipulation and any of the exhibits
hereto, or
 
any related
 
Settlement documents, warrant
 
and represent
 
that they have
 
the full authority
to
 
do
 
so
 
and
 
that
 
they
 
have the
 
authority
 
to
 
take
 
appropriate
 
action
 
required
 
or
 
permitted
 
to
 
be
taken pursuant to this Stipulation to effectuate its terms.
38.
The Parties
 
and UBS
 
agree to
 
cooperate fully
 
with one
 
another to
 
obtain (and,
 
if
necessary,
 
defend
 
on
 
appeal)
 
all
 
necessary
 
approvals
 
of
 
the
 
Court
 
required
 
of
 
this
 
Stipulation
26
(including using
 
their respective
 
best efforts
 
to resolve
 
any objections
 
raised to
 
the Settlement),
and to use
 
best efforts
 
to promptly
 
agree upon
 
and execute all
 
such other
 
documentation as may
be reasonably required to obtain
 
final approval by the Court
 
of the Settlement. For the avoidance
of doubt, this paragraph does not apply to Plaintiff’s Counsel’s application for a Fee and Expense
Award or Plaintiff’s
 
application for a Service Award.
39.
If
 
any
 
Party
 
or
 
UBS
 
is
 
required
 
to
 
give
 
notice
 
to
 
another
 
Party
 
or
 
UBS
 
under
 
this
Stipulation, such notice shall be in writing and shall
 
be deemed to have been duly given upon receipt
of
 
hand
 
delivery
 
or
 
email
 
transmission,
 
with
 
confirmation
 
of
 
receipt.
 
Notice
 
shall
 
be
 
provided
 
as
follows:
If to Plaintiff or
 
Plaintiff’s Counsel:
 
Bernstein Litowitz Berger
 
& Grossmann LLP
Attn: Jeroen
 
van Kwawegen,
 
Esq.
1251 Avenue of the Americas
New York,
 
NY 10020
(212) 554-1400
jeroen@blbglaw.com
If to the Company or UBS:
 
Cahill Gordon
 
& Reindel LLP
Attn: Jason Hall, Esq.
32 Old Slip
New York, NY 10005
(212) 701-3000
jhall@cahill.com
If to the Former
 
Director Defendants:
 
Blank Rome LLP
Attn: Linda Imes,
 
Esq.
1271 Avenue of the
 
Americas
New York,
 
NY 10020
(212) 885-5000
linda.imes@blankrome.com
If to
 
Defendants Eric Varvel, David
Miller, and Radhika Venkatraman:
Crowell & Moring LLP
Attn: Daniel
 
Zelenko, Esq.
Two Manhattan West
375 Ninth Avenue
New York,
 
NY 10001
dzelenko@crowell.com
27
If to Defendant
 
Thomas Gottstein:
 
Baker McKenzie
 
LLP
Attn: George Clarke,
 
Esq.
815 Connecticut Avenue, N.W.
Washington, D.C. 20006
(202) 835-6184
george.clarke@bakermckenzie.com
If to Defendant Lara Warner:
 
Gibson Dunn
 
& Crutcher LLP
Attn: Jason J. Mendro, Esq.
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
jmendro@gibsondunn.com
If to Defendant Brian Chin:
 
Lankler Siffert & Wohl
 
LLP
Attn: Charles T. Spada, Esq.
1185 Avenue of the Americas
New York,
 
NY 10036
(212) 921-8399
cspada@lswlaw.com
40.
Except as otherwise
 
provided herein, each
 
Party and UBS shall bear
 
its own costs.
41.
All agreements made and orders entered
 
during the course of the Action relating to the
confidentiality of information shall survive this Settlement.
42.
Whether
 
or
 
not
 
the
 
Stipulation
 
is
 
approved
 
by
 
the
 
Court
 
and
 
whether
 
or
 
not
 
the
Stipulation is
 
consummated, or the
 
Effective Date
 
occurs, the
 
Parties, UBS,
 
and their
 
respective
counsel shall use
 
their best efforts to
 
keep all negotiations,
 
discussions, acts performed, drafts,
 
and
proceedings in connection with the preparation and execution of this Stipulation confidential.
IN
 
WITNESS
 
WHEREOF,
the
 
Parties
 
and
 
UBS
 
have
 
caused
 
this
 
Stipulation
 
to
 
be
executed, by their duly authorized attorneys, as of August 21, 2025.
[Signatures Beginning on
 
Next Page]
shareholdersettlementp42i0
 
 
28
 
Jeremy P.
 
Robinson
 
Eric J. Riedel
BERNSTEIN LITOWITZ
 
BERGER &
GROSSMANN
 
LLP
1251 Avenue of the Americas
New York,
 
New York
 
10020
(212) 554-1400
Counsel for Plaintiff Employees Retirement
System for
 
the City
 
of Providence
Herbert S. Washer
Jason M.
 
Hall
Lauren Perlgut
CAHILL GORDON
 
& REINDEL LLP
32 Old Slip
New York,
 
NY 10005
(212) 701-3000
Counsel for Nominal Defendant
 
Credit Suisse
Group
 
AG and
 
UBS Group
 
AG, as successor
to Credit
 
Suisse Group
 
AG
Linda Imes
David Spears
Christopher
 
Dysard
Michael Donohue
BLANK ROME LLP
1271 Avenue
 
of the Americas New
 
York,
New York
 
10020
(212) 885-5000
Counsel for Defendants
 
Urs Rohner,
 
Iris
Bohnet, Christian
 
Gellerstad,
Andreas Gottschling,
 
Michael Klein, Shan Li,
Seraina Macia,
 
Richard
 
Meddings,
Kai
S.
Nargolwala,
 
Ana Paula Pessoa,
Joaquin J. Ribeiro, Severin Schwan, and
John Tiner
shareholdersettlementp43i1
 
 
29
Jeroen van Kwawegen
Jeremy P.
 
Robinson
Eric J. Riedel
BERNSTEIN
 
LITOWITZ BERGER
 
&
GROSSMANN
 
LLP
1251 Avenue
 
of the Americas
New York,
 
New York
 
10020
(212) 554-1400
Counsel for Plaintiff Employees
 
Retirement
System for
 
the City
 
of Providence
 
Lauren Perlgut
CAHILL GORDON
 
& REINDEL
 
LLP
32 Old Slip
New York,
 
NY 10005
(212) 701-3000
Counsel for Nominal
 
Defendant Credit
 
Suisse
Group
 
AG and
 
UBS Group
 
AG, as successor
to Credit
 
Suisse Group
 
AG
Linda Imes
David Spears
Christopher Dysard
Michael Donohue
BLANK ROME LLP
1271 Avenue
 
of the Americas New
 
York,
New York
 
10020
(212) 885-5000
Counsel for Defendants Urs Rohner,
 
Iris
Bohnet, Christian Gellerstad,
Andreas Gottschling,
 
Michael Klein, Shan
 
Li,
Seraina Macia,
 
Richard
 
Meddings,
Kai S. Nargolwala,
 
Ana Paula Pessoa,
Joaquin J.
 
Ribeiro, Severin Schwan, and
John Tiner
shareholdersettlementp44i1
 
 
30
Jeroen van Kwawegen
Jeremy P.
 
Robinson
Eric J. Riedel
BERNSTEIN
 
LITOWITZ
 
BERGER &
GROSSMANN
 
LLP
1251 Avenue
 
of the Americas
New York,
 
New York
 
10020
(212)
 
554-1400
Counsel for
 
Plaintiff Employees
 
Retirement
System for
 
the City
 
of Providence
Herbert S. Washer
Jason M.
 
Hall
Lauren Perlgut
CAHILL
 
GORDON
 
& REINDEL
 
LLP
32 Old Slip
New York,
 
NY 10005
(212)
 
701-3000
Counsel for Nominal Defendant
 
Credit Suisse
Group
 
AG and
 
UBS Group
 
AG, as
 
successor
 
Michael Donohue
BLANK ROME LLP
1271 Avenue
 
of the Americas New
 
York,
New York
 
10020
(212)
 
885-5000
Counsel for Defendants Urs Rohner,
 
Iris
Bohnet, Christian Gellerstad,
Andreas Gottschling, Michael Klein, Shan Li,
Seraina Macia, Richard Meddings,
Kai
S.
Nargolwala, Ana Paula Pessoa,
Joaquin J.
 
Ribeiro, Severin Schwan, and
John Tiner
shareholdersettlementp45i0
 
 
 
31
Daniel L. Zelenko
Lisa N. Umans
Robert Mantel
CROWELL
 
& MORING LLP
Two Manhattan
 
West
375 Ninth
 
Avenue
New York,
 
New York
 
10001
(212) 223-4000
Counsel for Defendants
 
Eric Varvel,
 
David
Miller,
 
and Radhika
 
Venkatraman
George
 
Clarke
Sonya C. Bishop
BAKER & MCKENZIE
 
LLP
425 Fifth Avenue
New York,
 
New York
 
10018
(212) 626-4100
Counsel for Defendant
 
Thomas P.
 
Gottstein
Jason J.
 
Mendro
GIBSON, DUNN
 
& CRUTCHER
 
LLP
1700 M
 
Street, N.W.
Washington,
 
D.C. 20036
(202) 955-8500
Counsel for
 
Defendant
 
Lara J.
 
Warner
Charles T.
 
Spada
Gabrielle S.
 
Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York,
 
New York
 
10036
(212) 921-8399
Counsel for Defendant Brian Chin
shareholdersettlementp46i1
 
 
 
32
Daniel L.
 
Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York
 
10001
(212) 223-4000
Counsel for Defendants
 
Eric Varvel, David
Miller,
 
and Radhika Venkatraman
George Clarke
Sonya C.
 
Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York
 
10018
(212) 626-4100
Counsel for Defendant Thomas
P.
Gottstein
Jason J. Mendro
GIBSON, DUNN & CRUTCHER LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Charles T. Spada
Gabrielle S.
 
Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York,
 
New York
 
10036
(212) 921-8399
Counsel for Defendant Brian Chin
shareholdersettlementp47i1
 
 
 
33
Daniel L.
 
Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING LLP
Two Manhattan West
375 Ninth Avenue
New York, New York
 
10001
(212) 223-4000
Counsel for Defendants
 
Eric Varvel, David
Miller,
 
and Radhika Venkatraman
George Clarke
Sonya C.
 
Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York
 
10018
(212) 626-4100
Counsel for Defendant Thomas
P.
Gottstein
 
Washington, D.C. 20036
(202) 955-8500
Counsel for Defendant Lara J. Warner
Charles T. Spada
Gabrielle S.
 
Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York,
 
New York
 
10036
(212) 921-8399
Counsel for Defendant Brian Chin
shareholdersettlementp48i1
 
 
 
34
Daniel L.
 
Zelenko
Lisa N. Umans
Robert Mantel
CROWELL & MORING
 
LLP
Two Manhattan West
375 Ninth Avenue
New York, New York
 
10001
(212) 223-4000
Counsel for Defendants Eric Varvel,
 
David
Miller,
 
and Radhika Venkatraman
George Clarke
Sonya C.
 
Bishop
BAKER & MCKENZIE LLP
425 Fifth Avenue
New York, New York
 
10018
(212) 626-4100
Counsel
 
for
 
Defendant
 
Thomas
P.
Gottstein
Jason J. Mendro
GIBSON, DUNN &
 
CRUTCHER LLP
1700 M Street, N.W.
Washington, D.C. 20036
(202) 955-8500
Counsel for
 
Defendant
 
Lara J.
 
Warner
 
Gabrielle S.
 
Friedman
Derek Chan
LANKLER SIFFERT & WOHL LLP
1185 Avenue of the Americas
New York,
 
New York
 
10036
(212) 921-8399
Counsel for Defendant
 
Brian Chin
 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
 
registrants have duly
caused this report to be signed on their behalf by the undersigned, thereunto
 
duly authorized.
UBS Group AG
By:
 
/s/ David Kelly
 
_
Name:
 
David Kelly
Title:
 
Managing Director
 
By:
 
/s/ Ella Copetti-Campi
 
_
Name:
 
Ella Copetti-Campi
Title:
 
Executive Director
Date:
 
August 29, 2025