EXPLANATORY NOTE
On December 7, 2023, UBS AG (UBS AG or the Registrant) and Credit Suisse AG (CS AG) entered into a merger agreement
(the Merger Agreement). Pursuant to the terms of the Merger Agreement, UBS AG and CS AG agreed to a merger by absorption under Swiss law (Absorptionsfusion) whereby CS AG (including its branches) would be absorbed by UBS AG (the
Merger), and effective upon registration of the Merger with the Commercial Registers of the Canton of Zurich and the Canton of Basel-City in Switzerland, CS AG would cease to exist and all of its assets, liabilities and contracts would
automatically transfer to, and be absorbed and taken over by, UBS AG by operation of Swiss law (Universalsukzession). The Merger was completed on May 31, 2024.
In connection with the Merger, on May 30, 2024, UBS AG, CS AG and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the
Trustee), entered into a fourth supplemental indenture to the senior indenture between CS AG and the Trustee dated as of March 29, 2007 (as supplemented, the Senior Indenture), pursuant to which by operation of Swiss
law, effective upon completion of the Merger UBS AG expressly assumed all of CS AGs obligations, and succeeded to all of CS AGs rights, under the Senior Indenture and all outstanding and future debt securities issued thereunder.
This Registration Statement on Form 8-A/A is being filed by UBS AG in connection with the Merger and amends and
restates the Registration Statements on Forms 8-A filed with the Securities and Exchange Commission by CS AG on January 28, 2013, April 16, 2013 and April 26, 2017, respectively, relating to
three series of exchange traded notes (ETNs) previously issued by CS AG under which UBS AG assumed CS AGs obligations as a result of the Merger: the Credit Suisse X-Links®
Gold Shares Covered Call ETNs due February 2, 2033, the Credit Suisse X-Links® Silver Shares Covered Call ETNs due April 21, 2033 and the Credit Suisse X-Links® Crude Oil Shares Covered Call ETNs due April 24, 2037. In connection with the Merger and its assumption of CS AGs obligations under the ETNs, UBS AG renamed the ETNs as follows:
X-Links® Gold Shares Covered Call ETNs due February 2, 2033 to ETRACS Gold Shares Covered Call ETNs due February 2, 2033, the
X-Links® Silver Shares Covered Call ETNs due April 21, 2033 to ETRACS Silver Shares Covered Call ETNs due April 21, 2033 and
X-Links® Crude Oil Shares Covered Call ETNs due April 24, 2037 to ETRACS Crude Oil Shares Covered Call ETNs due April 24, 2037.
Capitalized terms not defined herein shall have the meaning attributed to them in the Registration Statement (as defined below).
Item 1. Description of Registrants Securities to be Registered
The information in the Explanatory Note is hereby incorporated to this Item 1 by reference.
The Registrant filed with the Securities and Exchange Commission (the Commission) a Registration Statement on Form
F-3 (Registration Statement No. 333-278934) (the Registration Statement) containing a prospectus, dated May 31, 2024, relating to the
Registrants debt securities (the Prospectus). The Registration Statement was declared effective on May 31, 2024. On the date hereof, the Registrant intends to file with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, (a) a Prospectus Supplement dated May 31, 2024 and (b) three pricing supplements, dated May 31, 2024 (the Pricing Supplements) relating to (i) the ETRACS Crude Oil Shares Covered Call ETNs due
April 24, 2037, (ii) the ETRACS Gold Shares Covered Call ETNs due February 2, 2033, and (iii) the ETRACS Silver Shares Covered Call ETNs due April 21, 2033. The Prospectus, the Prospectus Supplement and the Pricing Supplements
are incorporated by reference to the extent set forth below.
The material set forth (i) under the headings Description of Debt
Securities on pages 12 to 39, U.S. Tax Considerations on pages 40 to 48 and Tax Considerations Under the Laws of Switzerland on pages 49 to 51 in the Prospectus (ii) under the headings Description of
Notes on pages 5 to 8 in the Prospectus Supplement and (iii) in the Pricing Supplements are each incorporated herein by reference, as applicable. The outstanding principal amount of the securities registered hereby may be increased from
time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a pricing supplement relating to the additional securities will be filed with the Commission and
will be incorporated herein by reference.