Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 22 2021 - 07:38AM
Edgar (US Regulatory)
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: November 22,
2021
UBS Group
AG
Commission File Number:
1-36764
UBS AG
Commission File Number:
1-15060
(Registrants'
Names)
Bahnhofstrasse 45,
Zurich, Switzerland, and
Aeschenvorstadt 1, Basel,
Switzerland
(Address of principal
executive offices)
Indicate by check mark
whether the registrants file or will file annual reports under
cover of
Form 20‑F or Form 40-F.
Form 20-F
x
Form 40-F o
This Form
6-K consists of the news release which appear immediately following
this page.

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20 November
2021
|
Ad hoc announcement
pursuant
to Article 53 of the SIX Exchange
Regulation
Listing
Rules
News Release
|
UBS Board
of
Directors
announces
Chairman
and
Vice Chairman
nominations
|
Colm Kelleher
to
be
nominated
for
election
to
the
UBS
Board
of
Directors
to
succeed
Axel A.
Weber
as
Chairman
Lukas
Gähwiler
to
be
nominated
for
election
to
the
UBS
Board
of
Directors
as
Vice
Chairman
|
Zurich/Basel, 20 November 2021
– The Board of Directors of UBS Group AG will nominate Colm
Kelleher as new Chairman and
Lukas Gähwiler as Vice Chairman for election to the Board at the
Annual General Meeting on 6 April 2022. If elected,
Colm Kelleher will succeed Axel A. Weber, who will have reached the
maximum term limit after
ten years in office and will thus not stand for re-election. Jeremy
Anderson will continue in his role as Senior
Independent
Director
and non-executive
member
of the Board.
Designated UBS Group AG
Chairman Colm Kelleher, born in 1957, retired from Morgan Stanley
in June 2019 as
President
of the firm overseeing
both the Institutional
Securities
Business
and Wealth
Management.
Previously, he was
Co-President and then President of Morgan Stanley Institutional
Securities from 2010 to 2015 and chief financial
officer and co-head of Corporate Strategy from 2007 to 2009 and
served as Morgan Stanley’s
head of Global Capital Markets from 2006 to 2007. He holds an MA in
Modern History from Oxford University
and is a Fellow
of theInstitute
of Chartered Accountants
(FCA).
Lukas Gähwiler, born in 1965,
currently serves as Chairman of the Board of UBS Switzerland AG,
after having been a member of
the Group Executive Board of UBS Group AG and UBS AG and President
UBS Switzerland from 2010
to 2016. He brings a wealth of industry experience and in-depth
understanding of UBS to the Board of Directors. As Vice
Chairman, part of his remit will be to represent UBS in
Switzerland’s most important
associations, financial industry organizations and in political
interactions. If elected, he will step down as Chairman of the Board of UBS Switzerland
AG.
Jeremy Anderson will continue
in his role as Senior Independent Director, having chaired the
Audit Committee since 2018 and
being a member of the Governance and Nominating Committee since
2019. As Senior
Independent Director, he has been instrumental in leading the
Chairman succession process in a seamless
way, bringing
it to a successful
close with the nominations
announced today.

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Chairman of the Board of
Directors Axel A. Weber said, “With Colm Kelleher’s nomination, UBS
is pleased to propose a
Board member and future Chairman who has a deep understanding of
the global banking landscape.
His more than 30 years of leadership experience in banking and
excellent relationships around the world make Colm an ideal fit for UBS. I am convinced
that his background
and skills
will be of great value in continuing to bring the
best of our firm to clients, investors, and employees. I am also
pleased that Lukas Gähwiler
has accepted the nomination as Vice Chairman. I always valued his
significant contributions to UBS and worked
closely
with him for ten years.
He is recognized
as one of the country’s most respected
bankers.”
Jeremy Anderson,
Vice Chairman
and Senior Independent
Director said
about Axel A. Weber,“I am grateful to Axel for his leadership of
UBS over the last decade. During his tenure as Chairman, Axel,
jointly with CEO Sergio
Ermotti, initiated and led the turnaround of UBS. He was
instrumental in stabilizing and re-focusing the firm from legacy and
remediation to implementing a successful strategy, focusing on a
unique and well- diversified
business model. He spearheaded the introduction of a strong
corporate culture and recognized the importance of sustainability
for banks early on. As a former regulator and central banker, he
played a key role in
implementing the regulatory overhaul of UBS, positioning UBS today
as one of the best capitalized banks globally with a strong
reputation
among clients
and employees.”
Commenting on today’s
nominations, Jeremy Anderson added, “I’m delighted that Colm
Kelleher, will become our
next Chair, to build on UBS’s strong foundation. He is one of the
most respected leaders in the financial services industry.
He brings experience across all the geographic regions and major
business areas in which we
operate. At the same time, I’m very pleased that Lukas will be
joining the Board. He has been instrumental in various roles
for the success of UBS. If elected as Vice Chairman, Lukas will be
contributing to the Board’s expertise
and strengthen
the bank’s
deep and historic Swiss roots.”
CEO Ralph Hamers said, “Colm
brings valuable expertise in banking to the Board and I’m looking
forward to working with him
to further shaping the future of UBS. I’m also pleased that Lukas
has accepted the nomination
as Vice Chairman. His leadership and industry experience across all
parts of the banking business combined with his strong connections
and network particularly
in Switzerland
are important
for the bank.”
Commenting on his nomination,
Colm Kelleher stated, “UBS is a dynamic financial services provider
with strong roots in
Switzerland and an impressive global client franchise in the
markets that matter most. Being able to help shape the bank’s
future is a great privilege, and I look forward to working together
with the Board, CEO Ralph
Hamers and the whole team at UBS. UBS’s brand, client base and
leading capabilities across many fields
in finance
provide an excellent
basis for further growth.”
Commenting on his nomination,
Lukas Gähwiler said, “I am pleased about my nomination and proud to
serve UBS as Vice Chairman.
UBS’s strong global footprint and reach is founded on our success
in our Swiss home market,
which is close to my heart. I look forward to further contributing
to UBS’s global strength and I’m honored to represent the bank
in Switzerland’s most important industry and economic associations
as well as in
interactions
with various
political
stakeholders.”
UBS
Group AG
and
UBS
AG

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Investor contact
Switzerland:
Media contact
|
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Switzerland:
|
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UK:
|
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Americas:
|
+1-212-88258 58
|
APAC:
|
+852-297-182 00
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www.ubs.com/media
Notice
to
investors
This document and the
information contained herein are provided solely for information
purposes, and are not to be construed as a solicitation of an offer
to buy or sell any securities or other financial instruments in
Switzerland, the United States or any other jurisdiction. No
investment decision relating to securities of or relating to UBS
Group AG, UBS AG or their affiliates should be made on the basis of this
document. Refer to UBS’s Annual Report on Form 20-F for the year
ended 31 December 2020 and its third quarter 2020 report for additional
information.
These reports
are available
at
www.ubs.com/investors.
Cautionary
statement
regarding forward-looking
statements
This document contains
statements that constitute forward-looking statements. While these
statements represent UBS’s judgments and expectations
concerning the matters described, a number of risks, uncertainties
and other important factors could cause actual developments
and results to differ materially from UBS’s expectations.
Additional information about those factors
is set forth in documents furnished
and filings made by UBS with the US Securities
and Exchange
Commission,
including
the Annual Report on Form 20-F
for the year ended 31 December 2020 and the third quarter 2020
report. UBS undertakes no obligation
to update the information
contained herein.
This Form 6-K is hereby
incorporated by reference into (1) each of the registration
statements of UBS AG on Form F-3 (Registration Number 333-253432),
and of UBS Group AG on Form S-8 (Registration Numbers 333-200634;
333-200635; 333-200641; 333-200665; 333-215254; 333-215255;
333-228653; 333-230312; and 333-249143), and into each prospectus
outstanding under any of the foregoing registration statements, (2)
any outstanding offering circular or similar document issued or
authorized by UBS AG that incorporates by reference any Form 6-K’s
of UBS AG that are incorporated into its registration statements
filed with the SEC, and (3) the base prospectus of Corporate Asset
Backed Corporation (“CABCO”) dated June 23, 2004 (Registration
Number 333-111572), the Form 8-K of CABCO filed and dated June 23,
2004 (SEC File Number 001-13444), and the Prospectus Supplements
relating to the CABCO Series 2004-101 Trust dated May 10, 2004 and
May 17, 2004 (Registration Number 033-91744 and
033-91744-05).
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
Campi_______________
Name: Ella
Campi
Title:
Executive Director
UBS AG
By: _/s/ David
Kelly______________
Name: David
Kelly
Title:
Managing Director
By: _/s/ Ella
Campi_______________
Name: Ella
Campi
Title:
Executive Director
Date:
November 22, 2021
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