UBS Commences Exchange Offers for Eight ETRACS ETNs

UBS AG announced today that it has commenced exchange offers (“Exchange Offers”) for eight ETRACS Series A ETNs (collectively, the “Series A ETNs”) for corresponding ETRACS Series B ETNs (collectively, the “Series B ETNs”), as set forth in Table-1 below. The full schedule of exchange dates and exchange offer settlement dates is listed in Table-2 below.

UBS AG is offering holders of the Series A ETNs the ability to voluntarily exchange their Series A ETNs on a one-for-one basis for the corresponding Series B ETNs, which are intended to be economically identical. Each of the Series A and Series B ETNs subject to the Exchange Offers are currently listed on NYSE Arca.

Table-1

Table-2

^[1] Exchange Periods begin at 5:00 p.m. (New York City time) on each date set forth in the table below (other than the First Exchange Period which shall begin at 2:00 p.m. (New York City time)).
^[2] Exchange Periods end at 4:59 p.m. (New York City time) on each date set forth in the table below.

Each Series B ETN offered in the Exchange Offers is intended to provide the same economic exposure as the corresponding Series A ETN, including identical underlying indices, daily Closing Indicative Values (CIV), investor fees, coupon amounts (if applicable) and payment formulas, in each case as set forth in the Prospectus and applicable annex related to the Exchange Offers, dated December 9, 2019 (the “Prospectus”). The key difference between the Series A ETNs and the Series B ETNs is that UBS AG and UBS Switzerland AG are each co-obligors on all Series A ETNs, while UBS AG is the sole issuer and obligor on all Series B ETNs. UBS Switzerland AG has no obligations with respect to the Series B ETNs.

UBS AG is conducting the Exchange Offers in order to reduce the intercompany exposures of UBS Switzerland AG to UBS AG in line with regulatory recovery and resolution guidance.

UBS AG has a contractual right to redeem all Series A ETNs and, within a few months after the final expiration date of the Exchange Offers, UBS AG intends to exercise its contractual call right for any non-tendered Series A ETNs that were subject to the Exchange Offers. Following the completion of such redemptions, no Series A ETNs are expected to remain outstanding.

UBS has been advised by its tax counsel that holders that exchange their Series A ETNs for Series B ETNs should not recognize a gain or loss for U.S. federal income tax purposes as a result of the exchange. Holders should review the tax discussion set forth under the heading “Material Federal U.S. Income Tax Considerations” in the Prospectus related to the Exchange Offers, dated December 9, 2019. UBS is not providing tax advice to holders of Series A ETNs that participate in the exchange and such holders should consult with their tax advisors regarding the tax treatment of the exchange.

For more information on the ETNs included in the Exchange Offers, please see the Prospectus related to the Exchange Offers, dated December 9, 2019.

Table-3 below includes the CUSIPs for each ETN involved in the Exchange Offers.

Table-3

The exchange offers are being made pursuant to the terms and conditions set forth in UBS AG’s Prospectus related to the Exchange Offers, dated December 9, 2019, which form a part of the Registration Statement (as defined below), and the related Letter of Instruction (the “Letter of Instruction”).

A Registration Statement on Form F-4 (Registration No. 333-234705) (the “Registration Statement”) relating to the issuance of the Series B ETNs was filed with the SEC on November 14, 2019 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on December 5, 2019) and declared effective by the SEC on December 9, 2019. Copies of the Prospectus, the Letter of Instruction and other documents filed with the SEC by UBS AG are available to holders free of charge through the website maintained by the SEC at www.sec.gov. Copies of the Prospectus and the Letter of Instruction are available to holders free of charge through the information agent, D.F. King & Co. Inc., by calling (800) 591-8269 (toll free) or (212) 269-5550 (for banks and brokers) or by emailing ubs@dfking.com. Holders may also obtain copies of the Prospectus and the Letter of Instruction, free of charge, by contacting UBS AG by calling 1-877-387 2275 or by emailing etracs@ubs.com.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities that are part of the Exchange Offers. The Exchange Offers are being made solely pursuant to the terms and conditions described in the Prospectus and related annexes and Letter of Instruction. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in UBS AG’s filings with the Securities and Exchange Commission and in the registration statement related to the Exchange Offers and there is no assurance that UBS AG will actually complete the Exchange Offers on the terms described herein or at all or that it will subsequently redeem the Series A ETNs. UBS disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

In the U.S., securities underwriting, trading and brokerage activities and M&A advisor activities are provided by UBS Securities LLC, a registered broker/dealer that is a wholly owned subsidiary of UBS AG, a member of the New York Stock Exchange and other principal exchanges, and a member of SIPC. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC.

The securities related to the offerings are not deposit liabilities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction.

About ETRACS

ETRACS ETNs are senior unsecured notes issued by UBS AG, are traded on NYSE Arca, and can be bought and sold through a broker or financial advisor. An investment in ETRACS ETNs is subject to a number of risks, including the risk of loss of some or all of the investor’s principal, and is subject to the creditworthiness of UBS AG. Investors are not guaranteed any coupon or distribution amount under the ETNs. Prior to making an investment in the ETRACS ETNs, investors should take into account whether or not the market price is tracking the intraday indicative value of the ETNs. We urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable prospectus supplement, or product supplement and pricing supplement, for the ETRACS ETN.

About UBS

UBS provides financial advice and solutions to wealthy, institutional and corporate clients worldwide, as well as private clients in Switzerland. UBS's strategy is centered on our leading global wealth management business and our premier universal bank in Switzerland, enhanced by Asset Management and the Investment Bank. The bank focuses on businesses that have a strong competitive position in their targeted markets, are capital efficient, and have an attractive long-term structural growth or profitability outlook.

UBS is present in all major financial centers worldwide. It has offices in 50 countries, with about 31% of its employees working in the Americas, 32% in Switzerland, 19% in the rest of Europe, the Middle East and Africa and 18% in Asia Pacific. UBS Group AG employs over 67,000 people around the world. Its shares are listed on the SIX Swiss Exchange and the New York Stock Exchange (NYSE).

This material is issued by UBS AG and/or any of its subsidiaries and/or any of its affiliates ("UBS"). Products and services mentioned in this material may not be available for residents of certain jurisdictions. Past performance is not necessarily indicative of future results. Please consult the restrictions relating to the product or service in question for further information. Activities with respect to US securities are conducted through UBS Securities LLC, a US broker/dealer. Member of SIPC (http://www.sipc.org/).

Alerian MLP Index, Alerian MLP Infrastructure Index, AMZ and AMZI are trademarks of Alerian and their use is granted under a license from Alerian.

Wells Fargo Securities, Wells Fargo Securities, LLC, Wells Fargo and Wells Fargo Business Development Company Index are trademarks of Wells Fargo® & Company and have been licensed for use by UBS AG. The 2xLeveraged Long ETRACS Linked to the Wells Fargo Business Development Company Index, the 2xLeveraged Long ETRACS Wells Fargo Business Development Company Index ETN Series B, the ETRACS Linked to the Wells Fargo Business Development Company Index and the ETRACS Wells Fargo Business Development Company Index ETN Series B are not issued, guaranteed, sponsored, or advised by Wells Fargo & Company, Wells Fargo Securities, LLC or their subsidiaries and affiliates (collectively, "Wells Fargo"). Wells Fargo makes no representation or warranty, express or implied, to investors in the ETRACS ETNs or any member of the public regarding the ability of any data supplied by Wells Fargo or any Index to track financial instruments comprising the Index or any trading market and no guarantee of performance of the 2xLeveraged Long ETRACS Linked to the Wells Fargo Business Development Company Index, the 2xLeveraged Long ETRACS Wells Fargo Business Development Company Index ETN Series B, the ETRACS Linked to the Wells Fargo Business Development Company Index or the ETRACS Wells Fargo Business Development Company Index ETN Series B. Wells Fargo & Company does not guarantee that the Index referenced by the ETRACS ETNs has been accurately calculated and shall not have any liability for any error in the calculation. Wells Fargo's only relationship to UBS AG is the licensing of certain intellectual property rights relating to the Index as well as trademarks and trade names of Wells Fargo and of the data supplied by Wells Fargo that is determined, composed, compiled and calculated by Wells Fargo or a third party index calculator, without regard to the 2xLeveraged Long ETRACS Linked to the Wells Fargo Business Development Company Index, the 2xLeveraged Long ETRACS Wells Fargo Business Development Company Index ETN Series B, the ETRACS Linked to the Wells Fargo Business Development Company Index or the ETRACS Wells Fargo Business Development Company Index ETN Series B. Wells Fargo has no obligation to take into consideration the 2xLeveraged Long ETRACS Linked to the Wells Fargo Business Development Company Index, the 2xLeveraged Long ETRACS Wells Fargo Business Development Company Index ETN Series B, the ETRACS Linked to the Wells Fargo Business Development Company Index and the ETRACS Wells Fargo Business Development Company Index ETN Series B or investors in the ETRACS ETNs when determining, composing, compiling or calculating the data. Wells Fargo has no obligation or liability in connection with the issuance, listing, registration, distribution, administration, trading or redemption or settlement by the issuer or otherwise of the 2xLeveraged Long ETRACS Linked to the Wells Fargo Business Development Company Index, the 2xLeveraged Long ETRACS Wells Fargo Business Development Company Index ETN Series B, the ETRACS Linked to the Wells Fargo Business Development Company Index and the ETRACS Wells Fargo Business Development Company Index ETN Series B .

WELLS FARGO DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR OF ANY DATA SUPPLIED BY IT OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY UBS AG AND THE ETRACS WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX OR ANY OTHER PERSON OR ENTITY FROM THE USE OF INDEX OR OF THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX AND THE DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL WELLS FARGO HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

NONE OF BLOOMBERG, UBS AG, UBS SECURITIES LLC OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE BLOOMBERG COMMODITY INDEX^SM OR THE UBS BLOOMBERG CONSTANT MATURITY COMMODITY INDEX (CMCI) OR ANY DATA RELATED THERETO AND NONE OF BLOOMBERG, UBS AG, UBS SECURITIES LLC OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NONE OF BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE SECURITIES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG COMMODITY INDEX^SM OR ANY DATA RELATED THERETO. NONE OF BLOOMBERG, UBS AG, UBS SECURITIES LLC OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG COMMODITY INDEX^SM OR THE UBS BLOOMBERG CONSTANT MATURITY COMMODITY INDEX (CMCI) OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS (INCLUDING UBS), AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES— WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE BLOOMBERG COMMODITY INDEX^SM OR THE UBS BLOOMBERG CONSTANT MATURITY COMMODITY INDEX CMCI OR ANY DATA OR VALUES RELATING THERETO—WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS AMONG BLOOMBERG AND UBS SECURITIES LLC, OTHER THAN UBS AG.

“ISE High Income™”, “ISE™®” and “International Securities Exchange®” are trademarks of International Securities Exchange, LLC and have been licensed for use for certain purposes by UBS Securities LLC and its affiliates. UBS AG’s ETRACS based on the ISE High Income™ Index are not sponsored, endorsed, sold or promoted by ISE, and ISE makes no representation regarding the advisability of trading in such products.

UBS AG’s ETRACS based on the ISE High Income™ Index are not sponsored, endorsed, sold or promoted by ISE. ISE makes no representation or warranty, express or implied, to the owners of such securities or any member of the public regarding the advisability of trading in such securities. ISE’s only relationship to UBS AG is the licensing of certain trademarks and trade names of ISE and of the ISE High Income™ Index , which is determined, composed and calculated by ISE without regard to UBS AG or the UBS AG ETRACS based on the High Income™ Index. ISE has no obligation to take the needs of UBS AG or the owners of the securities into consideration in determining, composing or calculating the ISE High Income™ Index . ISE is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Securities to be listed or in the determination or calculation of the equation by which such securities are to be converted into cash. ISE has no obligation or liability in connection with the administration, marketing or trading of such securities.

ISE DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE ISE HIGH INCOME™ INDEX OR ANY DATA INCLUDED THEREIN AND ISE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. ISE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY UBS, OWNERS OF THE UBS AG’S ETRACS BASED ON THE ISE HIGH INCOME™ INDEX, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE ISE HIGH INCOME™ INDEX OR ANY DATA INCLUDED THEREIN. ISE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ISE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN ISE AND UBS.

The ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN is not sponsored, endorsed, sold or promoted by Market Vectors Index Solutions GmbH (“MVIS”) and MVIS makes no representation or warranty, express or implied, to the owners of the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B or any member of the public regarding the advisability of investing in securities generally or in the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B particularly or the ability of the Market Vectors® Global Mortgage REITs Index to track the performance of the mortgage REIT market.

The Market Vectors® Global Mortgage REITs Index is the exclusive property of MVIS, which has contracted with Solactive AG (“Solactive”) to maintain and calculate the Market Vectors® Global Mortgage REITs Index . Solactive uses its best efforts to ensure that the Market Vectors® Global Mortgage REITs Index is calculated correctly. Irrespective of its obligations towards MVIS, Solactive has no obligation to point out errors in the Market Vectors® Global Mortgage REITs Index to third parties including, but not limited to, investors and/or financial intermediaries of the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETNs or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series Bs . Neither the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETNs nor the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B are sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any express or implicit guarantee or assurance either with regard to the results of using the Market Vectors® Global Mortgage REITs Index and/or index trade mark or the index level at any time or in any other respect. Solactive uses its best efforts to ensure that the Market Vectors® Global Mortgage REITs Index is calculated correctly. Irrespective of its obligations towards UBS AG, Solactive has no obligation to point out errors in the Market Vectors® Global Mortgage REITs Index to third parties including but not limited to investors and/or financial intermediaries of Market Vectors® Global Mortgage REITs Index. Neither publication of the Index by Solactive nor the licensing of the Market Vectors® Global Mortgage REITs Index or index trademark for the purpose of use in connection with the financial instrument constitutes a recommendation by Solactive to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive with regard to any investment in the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETNs or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B. Solactive is not responsible for fulfilling the legal requirements concerning the accuracy and completeness of the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B’s prospectuses.

Neither the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETNs nor the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B are sponsored, endorsed, sold or promoted by Van Eck. Van Eck makes no representation or warranty, express or implied, nor accepts any responsibility, regarding the accuracy or completeness of this pricing supplement, or the advisability of investing in securities or financial instruments, or in the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETNs or the ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B .

VAN ECK AND ITS AFFILIATES DO NOT GUARANTEE THE ACCURACY AND/OR COMPLETENESS OF THE MARKET VECTORS® GLOBAL MORTGAGE REITS INDEX OR ANY DATA INCLUDED THEREIN AND SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS, AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE ETRACS MONTHLY PAY 2XLEVERAGED MORTGAGE REIT ETNS OR THE ETRACS MONTHLY PAY 2XLEVERAGED MORTGAGE REIT ETN SERIES B OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE ETRACS MONTHLY PAY 2XLEVERAGED MORTGAGE REIT ETNS OR THE ETRACS MONTHLY PAY 2XLEVERAGED MORTGAGE REIT ETN SERIES B . WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL VAN ECK OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

UBS specifically prohibits the redistribution or reproduction of this material in whole or in part without the prior written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect.

© UBS 2019. The key symbol, UBS and ETRACS are among the registered and unregistered trademarks of UBS. Other marks may be trademarks of their respective owners. All rights reserved.

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