Table of Contents

Filed by UBS Group AG and
UBS AG
Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: UBS AG
Registration Statement No. 333-199011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the exchange offer, the contents of this document or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser (being, in the case of residents in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 or the Investment Intermediaries Act 1995 (as amended) or otherwise from an appropriately authorised independent financial adviser if you are in a territory outside Ireland).

This document (the “Supplementary Prospectus”), which has been prepared pursuant to regulation 51 of the Irish Prospectus Regulations, is supplemental to, and should be read in conjunction with, the prospectus published by UBS Group AG (“UBS Group”) dated 30 September 2014 (the “Original Prospectus”) available, free of charge, in electronic form on UBS’s corporate website (www.ubs.com).

This Supplementary Prospectus has been drawn up in accordance with Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, the Irish Prospectus Regulations, and the EU Prospectus Regulation. This Supplementary Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive 2003/71/EC, as amended (the “Prospectus Directive”). The Central Bank of Ireland only approves this Supplementary Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the UBS Group Shares which are offered to the public in any Member State of the European Economic Area (the “EEA”) in connection with the initial offer period of the exchange offer. This Supplementary Prospectus has been made available to the public in Ireland in accordance with Part 8 of the Irish Prospectus Regulations by the same being made available, free of charge, in electronic form on UBS’s corporate website (www.ubs.com) and, on request, in printed form by making a request to UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich, Switzerland (telephone: +41 44 239 47 03, telefax: +41 44 239 69 14, e-mail: swiss-prospectus@ubs.com). UBS Group has requested that the Central Bank of Ireland provide a certificate of approval and a copy of this Supplementary Prospectus to the competent authorities in Austria, France, Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom, for the purposes of the Prospectus Directive. UBS Group intends to prepare and publish a separate prospectus in due course for approval by the Central Bank of Ireland to be published in connection with the public offering of shares of UBS Group in the subsequent offer period in Ireland, and once passported, in Austria, France, Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom.

UBS Group has applied for all of the UBS Group Shares to be listed and admitted to trading on the SIX Swiss Exchange AG (the “SIX Swiss Exchange”). UBS Group has also applied for admission of the UBS Group Shares on the New York Stock Exchange (the “NYSE”). Admissions on the SIX Swiss Exchange and the NYSE are expected to be effective upon settlement of the shares validly tendered as of the expiration date of the initial offer period.

UBS Group, its Director and the Proposed Directors (whose names appear on page 39 of the Original Prospectus), accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge and belief of UBS Group, its Director and the Proposed Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.

You should read this Supplementary Prospectus and the Original Prospectus (together with any documents incorporated by reference in the Original Prospectus and in this Supplementary Prospectus) in their entirety. Your attention is specifically drawn to the risk factors set out in the section entitled “Risk Factors” of the Original Prospectus.

UBS GROUP AG

(incorporated as a stock corporation (Aktiengesellschaft) under the laws of Switzerland

and registered in Switzerland with corporate identification number CHE-395.345.924)

SUPPLEMENTARY PROSPECTUS

relating to the proposed issue of up to 3,910,456,942 UBS Group Shares in connection with the exchange offer for UBS Shares

Certain terms used in this Supplementary Prospectus, including capitalised and certain technical and other terms, are defined and explained in Part X: “Definitions” of the Original Prospectus.

Prospective investors should rely only on the information contained in this Supplementary Prospectus, the Original Prospectus and the documents incorporated by reference herein and in the Original Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Supplementary Prospectus and the Original Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised. Any delivery of this Supplementary Prospectus or the Original Prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of UBS Group, UBS and the Group taken as a whole since, or that the information contained herein is correct at any time subsequent to, the date of this Supplementary Prospectus (in the case of information in this Supplementary Prospectus), the date of the Original Prospectus (in the case of information in the Original Prospectus, save as supplemented by this Supplementary Prospectus), or the date of the documents incorporated by reference herein or in the Original Prospectus (in the case of information in such documents). The contents of this Supplementary Prospectus and the Original Prospectus are not to be construed as legal, financial or tax advice. Each recipient of this Supplementary Prospectus or the Original Prospectus should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice.

Neither this Supplementary Prospectus nor the Original Prospectus constitute an offer of, or the solicitation of an offer to subscribe for or buy, any UBS Group Shares to any person in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this Supplementary Prospectus and the Original Prospectus, as well as the offer of the UBS Group Shares in certain jurisdictions may be restricted by law. Other than in Ireland, Austria, France, Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom, no action has been or will be taken by UBS Group to permit a public offering of the UBS Group Shares or to permit the possession or distribution of this Supplementary Prospectus and the Original Prospectus (or any other offering or publicity materials relating to the UBS Group Shares) in any jurisdiction where action for that purpose may be required. Neither this Supplementary Prospectus, the Original Prospectus, any advertisement nor any other material relating to them may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Supplementary Prospectus or the Original Prospectus come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The exchange offer is comprised of separate offers (respectively, the “U.S. offer” and the “Swiss offer”, and collectively, the “exchange offer”). The Swiss offer is being made to all holders of UBS Shares, wherever located, in accordance with local laws, regulations and restrictions, pursuant to separate offer documentation (the “Swiss offer documentation”), including, for holders of UBS Shares located in one or more member states of the EEA, the Original Prospectus (as supplemented by this Supplementary Prospectus) and any separate prospectus prepared and published by UBS Group in connection with the public offering of shares of UBS Group in the subsequent offer period. The U.S. offer is being made to all holders of UBS Shares located in the U.S. pursuant to separate offer documentation. A registration statement (the “U.S. registration statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) relating to the UBS Group Shares offered to holders of UBS Shares located in the United States has been filed with the U.S. Securities and Exchange Commission (the “SEC”). Such U.S. registration statement was declared effective on 10 October 2014. The U.S. offer and the Swiss offer are being conducted simultaneously and, in all material respects, have the same terms and are subject to the same conditions.

This Supplementary Prospectus is dated 3 November 2014

Table of Contents

Notice to shareholders in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any UBS Group Shares (including by means of a resale or other transfer) may not be made in that Relevant Member State, other than the offering of UBS Group Shares in the initial offer period pursuant to the exchange offer in Ireland, Austria, France, Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom contemplated in the Original Prospectus (as supplemented by this Supplementary Prospectus) (from the time the Original Prospectus, as supplemented by this Supplementary Prospectus, has been approved by the Central Bank of Ireland, in its capacity as the competent authority in Ireland, and published in accordance with the Prospectus Directive as implemented in Ireland and in the case of Austria, France, Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom, passported), except that an offer to the public in that Relevant Member State of the UBS Group Shares may be made at any time under the following exemptions under the Prospectus Directive, if and as they have been implemented in that Relevant Member State:

provided that no such offer of UBS Group Shares shall result in a requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the provisions above, the expression an “offer to the public” in relation to any UBS Group Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the exchange offer and the UBS Group Shares offered so as to enable an investor to decide to accept the exchange offer, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to shareholders in Belgium

No action has been taken in Belgium to permit a public exchange offer of the UBS Shares or the UBS Group Shares in accordance with the Belgian act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated market (“Belgian Prospectus Act”) and the Belgian Act of 1 April 2007 on public takeover bids (“Belgian Takeover Bid Act”) and no UBS Group Shares may be offered or sold to persons in Belgium unless either such persons are qualified investors within the meaning of Article 10 of the Belgian Prospectus Act or one or more other exemptions available under Article 3 of the Belgian Prospectus Act or under Article 6, § 3 of the Belgian Takeover Bid Act apply.

Notice to shareholders in Denmark

The issue and distribution of this document is restricted by law and has not been approved by the Danish Financial Supervisory Authority. This document is being distributed and communicated to persons in Denmark only in circumstances where such distribution will not conflict with the provisions of the Danish Securities Trading Act and executive orders issued pursuant thereto as amended from time to time.

The securities described herein are not being offered or sold to any person in Denmark except in circumstances which will not result in an offer of securities to the public in Denmark within the meaning of Chapter 6 or 12 of the Danish Securities Trading Act and pursuant to an exemption from the obligation to publish a prospectus set out in the Danish Prospectus Executive Orders.

Notice to shareholders in Norway

This document has not been produced in accordance with the prospectus requirements laid down in the Norwegian Securities Trading Act 2007. This document has not been approved or disapproved by, or registered with, the Oslo Stock Exchange, the Norwegian FSA (finanstilsynet) nor the Norwegian Registry of Business

i

Table of Contents

Enterprises. The securities described herein have not been and will not be offered or sold to the public in Norway, and no offering or marketing materials relating to the interests may be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in Norway. This document is for the recipient only and may not in any way be forwarded to any other person or to the public in Norway.

Language of the Supplementary Prospectus

The language of this Supplementary Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

Sources of Third-Party Information

The information set out in this Supplementary Prospectus that has been sourced from third parties has been accurately reproduced and, so far as UBS Group is aware and has been able to ascertain from that published information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third-party information has been used in this Supplementary Prospectus, the source of such information has been identified.

Sources of Information about UBS

All information contained in this Supplementary Prospectus relating to UBS has been provided by UBS.

No Incorporation of Website Information

Information on or accessible through UBS’s corporate website, www.ubs.com, does not form part of and is not incorporated into this Supplementary Prospectus.

ii

Table of Contents

TABLE OF CONTENTS

iii

Table of Contents

SUPPLEMENTARY INFORMATION TO THE ORIGINAL PROSPECTUS

This document (the “Supplementary Prospectus”), which has been prepared pursuant to regulation 51 of the Irish Prospectus Regulations, is supplemental to, and should be read in conjunction with, the prospectus dated 30 September 2014 (the “Original Prospectus”) available, free of charge, in electronic form on UBS’s corporate website (www.ubs.com). Any statement contained in the Original Prospectus shall be deemed to be modified or superseded to the extent that a statement contained in this Supplementary Prospectus modifies or supersedes such statement. Unless otherwise specified, certain terms used in this Supplementary Prospectus, including capitalised and certain technical and other terms, are defined and explained in Part X: “Definitions” of the Original Prospectus.

Following the publication of the Original Prospectus, on 28 October 2014, UBS AG published and filed with the SEC its quarterly report for the third quarter 2014, including the unaudited consolidated financial statements of the Group and additional unaudited consolidated financial data as or for the quarter ended 30 September 2014, as well as certain other materials.

The filing and publication of this quarterly report constitutes a significant new factor relating to the information contained in the Original Prospectus and, accordingly, this Supplementary Prospectus has been published to supplement the Original Prospectus in relation to these developments.

The “Summary” section on pages 1 through 19 of the Original Prospectus is deleted and replaced by the “Summary” section set out in the Annex to this Supplementary Prospectus.

The sub-section headed “Forward-looking Statements” of the section “Important Information” on pages 41 through 42 of the Original Prospectus is deleted and replaced by the following:

Forward-looking Statements

This Prospectus and the documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties, in particular those described in the section headed “Risk Factors” in this Prospectus and “Risk Factors” in the UBS 2013 Form 20-F, incorporated by reference herein. These statements may generally, but not always, be identified by the use of words such as “anticipate,” “believe,” “expect,” “guidance,” “intend,” “outlook,” “plan,” “target” and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding expected take-up of the exchange offer; plans for UBS and for UBS Group following completion of the exchange offer; management’s outlook for the Group’s (as defined herein) financial performance and statements relating to the anticipated effect of transactions and strategic initiatives on the Group’s business and future development are forward-looking statements. Prospective investors should not place undue reliance on such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. Actual results and events could differ materially from those anticipated in the forward-looking statements for many reasons, including (1) the degree to which the Group is successful in executing its announced strategic plans, including its efficiency initiatives and the planned further reduction in Basel III risk-weighted assets (RWA) and leverage ratio denominator; (2) developments in the markets in which the Group operates or to which it is exposed, including movements in securities prices or liquidity, credit spreads, currency exchange rates and interest rates and the effect of economic conditions and market developments on the financial position or creditworthiness of the Group’s clients and counterparties; (3) changes in the availability of capital and funding, including any changes in UBS’s credit spreads and ratings, or arising from requirements for bail-in debt or loss-absorbing capital; (4) changes in or the implementation of financial legislation and regulation in Switzerland, the U.S., the U.K. and other financial centres that may impose more stringent capital (including leverage ratio), liquidity and funding requirements, incremental tax requirements, additional levies, limitations on permitted activities, constraints on remuneration or other measures; (5) uncertainty as to when and to what degree the FINMA will approve

1

Table of Contents

reductions to the incremental RWA resulting from the supplemental operational risk-capital analysis mutually agreed to by UBS and the FINMA, or will approve a limited reduction of capital requirements due to measures to reduce resolvability risk; (6) the degree to which UBS is successful in executing the announced creation of a new Swiss banking subsidiary, a holding company for the Group (including this offer to exchange UBS Shares for UBS Group Shares), a U.S. intermediate holding company, changes in the operating model of UBS Limited and other changes which the Group may make in its legal entity structure and operating model, including the possible consequences of such changes, and the potential need to make other changes to the legal structure or booking model of the Group in response to legal and regulatory requirements, including capital requirements, resolvability requirements and proposals in Switzerland and other countries for mandatory structural reform of banks; (7) changes in the Group’s competitive position, including whether differences in regulatory capital and other requirements among the major financial centres will adversely affect its ability to compete in certain lines of business; (8) the liability to which the Group may be exposed, or possible constraints or sanctions that regulatory authorities might impose on it, due to litigation, contractual claims and regulatory investigations; (9) the effects on the Group’s cross-border banking business of tax or regulatory developments and of possible changes in the Group’s policies and practices relating to this business; (10) the Group’s ability to retain and attract the employees necessary to generate revenues and to manage, support and control its businesses, which may be affected by competitive factors including differences in compensation practices; (11) changes in accounting or tax standards or policies, and determinations or interpretations affecting the recognition of gain or loss, the valuation of goodwill, the recognition of deferred tax assets and other matters; (12) limitations on the effectiveness of internal processes for risk management, risk control, measurement and modelling, and of financial models generally; (13) whether the Group will be successful in keeping pace with competitors in updating its technology, particularly in trading businesses; (14) the occurrence of operational failures, such as fraud, unauthorised trading and systems failures; and (15) the effect that these or other factors or unanticipated events may have on the Group’s reputation and the additional consequences that this may have on its business and performance. The Group’s business and financial performance could be affected by other factors identified in the risks described in the section headed “Risk Factors” in this Prospectus and in past and future filings and reports filed with the SEC. Although UBS Group believes that, as of the date of this Prospectus, the expectations reflected in the forward-looking statements are reasonable, UBS Group cannot make any assurance that the Group’s future results, level of activity, performance or achievements will meet these expectations. After the date of this Prospectus, unless UBS Group is required by law to update these forward-looking statements, UBS Group will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.

2

Table of Contents

3

Table of Contents

Section B: UBS of Part I: Information on UBS and UBS Group on pages 46 through 47 of the Original Prospectus is deleted and replaced by the following:

Section B: UBS

UBS is a stock corporation (Aktiengesellschaft) founded in accordance with Swiss law in 1978 for an indefinite period, and is entered in the Commercial Registers of the Cantons of Basel and Zurich under the name UBS AG. UBS has its registered domicile in Basel and Zurich.

Pursuant to article 2 of its articles of association, the purpose of UBS is the operation of a bank. Its scope of operations extends to all types of banking, financial, advisory, trading and service activities in Switzerland and abroad. UBS may establish branches and representative offices as well as banks, finance companies and other enterprises of any kind in Switzerland and abroad, hold equity interests in these companies, and conduct their management. UBS is authorised to acquire, mortgage and sell real estate and building rights in Switzerland and abroad.

UBS’s principal executive office is located at Bahnhofstrasse 45, CH-8001 Zurich, Switzerland, and the telephone number is +41 44 234 11 11.

According to excerpts from the Commercial Register of the Canton of Zurich and the Commercial Register of the Canton of Basel, the share capital of UBS of CHF 384,200,206.90 is fully paid-up and divided into 3,842,002,069 ordinary shares with a nominal value of CHF 0.10 each. The UBS Shares are listed on the SIX Swiss Exchange and are included in the Swiss Market Index and the Swiss Performance Index (for information on the performance of the price of the UBS Shares on the SIX Swiss Exchange and the NYSE, see below). The UBS Shares are traded on the SIX Swiss Exchange under the symbol “UBSN” and on the NYSE under the symbol “UBS.” As of 26 September 2014, UBS had 3,844,313,310 issued UBS Shares, of which 90,864,108 were treasury shares.

The table below shows the history of UBS’s issued share capital for the years ended 31 December 2011, 2012 and 2013 and the nine-month period ended 30 September 2014:

Further information on UBS’s conditional and authorised capital for the years ended 31 December 2013, 2012 and 2011 can be found on page 259 of the UBS 2013 Form 20-F.

UBS has distributed the following dividends/payout over the years ended 31 December 2013, 2012 and 2011:

4

Table of Contents

On 5 May 2014, which was the last Swiss trading day preceding the date on which the Group announced its intention to establish a group holding company through a share exchange offer subject to regulatory approvals, the last reported sales price of a UBS Share on the SIX Swiss Exchange was CHF 18.27 and the last reported sales price of a UBS Share on the NYSE was $20.84. On 26 September 2014, the last practicable date prior to publication of this Prospectus, the last reported sales price of a UBS Share on the SIX Swiss Exchange was CHF 16.70 and the last reported sales price of a UBS Share on the NYSE was $17.65. Prospective investors should obtain a recent quotation for their securities prior to deciding whether or not to tender.

UBS and its subsidiaries draw on the Group’s over 150-year heritage to serve private, institutional and corporate clients worldwide, as well as retail clients in Switzerland. The Group’s business strategy is centred on its pre-eminent global wealth management businesses and its leading universal bank in Switzerland, complemented by its Global Asset Management business and its Investment Bank, with a focus on capital efficiency and businesses that offer a superior structural growth and profitability outlook. Headquartered in Zurich and Basel, Switzerland, the Group has offices in more than 50 countries, including all major financial centres.

Plans for further structural changes

In addition to the exchange offer, the Group has already announced a series of measures to improve its resolvability:

The Group may consider further changes to its legal structure in response to regulatory requirements in Switzerland or in other countries in which it operates, including to further improve the resolvability of the Group, to respond to Swiss and other capital requirements (including seeking potential rebate on the progressive buffer capital requirements applied to the Group as a systemically relevant bank in Switzerland) and to respond to other regulatory requirements regarding its legal structure. Such changes may include the transfer of operating subsidiaries of UBS to become direct subsidiaries of UBS Group by purchase, dividend or other means, transfer of shared service and support functions to one or more service companies and adjustments to the booking entity or location of products and services. These structural changes are being discussed on an ongoing basis with the FINMA and other regulatory authorities and remain subject to a number of uncertainties that may affect their feasibility, scope or timing.

5

Table of Contents

Operating expenses guidance

As a result of the Group’s clean slate budgeting and planning process and the more granular plans it has developed to achieve its CHF 2.1 billion net cost reduction target, the Group has updated its guidance on restructuring costs for 2014 and 2015, and extended the horizon for guidance to include 2016 and 2017. The Group now estimates restructuring costs of approximately CHF 700 million for 2014 and CHF 1.4 billion for 2015. For 2016, it estimates restructuring costs of CHF 900 million and CHF 400 million in 2017. Further, it estimates that it will incur approximately CHF 100 million additionally per year from 2015 to 2017 to achieve its planned cost reductions.

In view of the current regulatory and political climate affecting financial institutions, and because it continues to be exposed to a number of significant claims and regulatory matters, the Group expects charges associated with litigation, regulatory and similar matters to remain at elevated levels through 2014. At this point in time, the Group believes that the industry continues to operate in an environment where charges associated with litigation, regulatory and similar matters will remain elevated for the foreseeable future.

Section F: Trend Information of Part I: Information on UBS and UBS Group on page 51 of the Original Prospectus is deleted and replaced by the following:

Section F: Trend Information

As indicated in UBS’s Third Quarter 2014 Report, including unaudited consolidated financial statements of the Group, which is incorporated herein by reference, at the start of the fourth quarter of 2014, many of the underlying challenges and geopolitical issues that the Group has previously highlighted remain and in some cases have intensified. A number of new concerns have arisen including the fear of risks related to the Ebola virus. The mixed outlook for global growth, the absence of sustained and credible improvements to unresolved issues in Europe, continuing U.S. fiscal and monetary policy issues and increasing geopolitical instability would make improvements in prevailing market conditions unlikely. Despite these ongoing challenges, the Group will continue to execute on its strategy in order to ensure the firm’s long-term success and to deliver sustainable returns for shareholders.

6

Table of Contents

Segment reporting for the nine months ended 30 September 2014

7

Table of Contents

Regional performance (excluding charges for provisions for litigation, regulatory and similar matters)⁽¹⁾ – 2Q14 and 3Q14

Regional and business division performance (including charges for provisions for litigation, regulatory and similar matters)⁽¹⁾ – 1Q14 and 2Q14.

The first paragraph of the sub-section headed “Extensions, Termination and Amendments” of Part III: Information on the Exchange Offer on page 85 of the Original Prospectus is deleted and replaced by the following:

Subject to applicable U.S. rules and regulations, UBS Group may voluntarily extend or may be compelled to extend the initial offer period. Subject to applicable Swiss rules and regulations, UBS Group will publish an amendment to the Swiss offer documentation in the electronic media and submit such amendment to the Swiss Takeover Board. Swiss rules and regulations require an amendment to be published no later than 7:30 a.m. on the last trading day of the initial offer period (in the case of a reduction of the minimum acceptance condition, such publication will be made no later than 7:30 a.m. on the first trading date following the original expiration date of the initial offer period in accordance with applicable relief from the Swiss Takeover Board). Any extension of the initial offer period in excess of 40 Swiss trading days requires the prior clearance of the Swiss Takeover Board.

8

Table of Contents

The sub-section headed “Capitalisation and Indebtedness of the Group” in Section A: Capitalisation and Indebtedness Statement of Part V: Capital Resources on pages 111 through 112 of the Original Prospectus is deleted and replaced by the following:

Capitalisation and Indebtedness of the Group

The information in the following tables is derived from the unaudited quarterly financial statements of the Group as of 30 September 2014, prepared in accordance with IFRS issued by the IASB and stated in Swiss francs (CHF).

The following table shows the actual capitalisation of the Group and UBS Group as of 30 September 2014:

9

Table of Contents

The following table shows the net indebtedness of the Group and UBS Group as of 30 September 2014:

As at 30 September 2014, indirect and contingent indebtedness, which was comprised of (i) credit guarantees and similar instruments, (ii) performance guarantees and similar instruments and (iii) documentary credits, totalled CHF 18,171 million.

10

Table of Contents

Section B: Liquidity and Funding Management of Part V: Capital Resources is amended by the addition of the following text after the sub-section headed “Liquidity and funding management – second quarter 2014” and before Section C: Currency Management on page 130 of the Original Prospectus:

Liquidity and funding management – third quarter 2014

The Group’s liquidity position remained strong during the third quarter of 2014. The Group further enhanced its funding profile through the issuance of several senior unsecured bonds in an amount equivalent to CHF 8.8 billion.

Strategy and objectives

The Group manages its liquidity and funding risk with the overall objective of optimising the value of its business franchise across a broad range of market conditions and in consideration of current and future regulatory constraints. In line with the Group’s strategy to reduce its balance sheet assets, it intends to generate capacity within its liquidity and funding positions. The Group employs a number of measures to monitor its liquidity and funding positions under normal and stressed conditions. In particular, the Group uses stress scenarios to apply behavioural adjustments to its balance sheet and calibrate the results from these internal stress models with external measures, primarily the evolving regulatory requirements for the liquidity coverage ratio (LCR) and the net stable funding ratio (NSFR).

Liquidity

The Group’s funding diversification and global scope help protect its liquidity position in the event of a crisis. The Group’s contingent funding sources include a large, multi-currency portfolio of unencumbered, high-quality, liquid assets, a majority of which are short term, managed centrally by Group Treasury, as well as available and unutilised liquidity facilities at several major central banks, and contingent reductions of liquid trading portfolio assets. The Group regularly assesses and tests all material, known and expected cash flows, as well as the level and availability of high-grade collateral that could be used to raise additional funding if required.

The LCR provides banks with a measurement intended to ensure that they hold enough highly liquid assets to survive short-term (30-day) severe general market and firm-specific stress. The NSFR assigns a required stable funding factor to assets (representing the illiquid part of the assets) and assigns all liabilities an available stable funding factor (representing the stability of a liability) intended to ensure that banks are not overly reliant on short-term funding and have sufficient long-term funding for illiquid assets. The Bank for International Settlements (BIS) future minimum regulatory requirement is 100% for both the LCR (as of 2019) and NSFR (as of 2018).

Based on the Swiss Liquidity Ordinance and FINMA’s circular “Liquidity risks – banks”, as revised in June and July 2014 respectively, as a Swiss SRB, the Group will have to comply with an LCR of 100% as of 1 January 2015.

Therefore, on account of this developing regulatory regime, in the interim, the Group’s LCR and NSFR ratios are only calculated on a pro-forma basis, using current supervisory guidance from FINMA. The pro-forma ratio calculations will continue to evolve to incorporate any changes in the regulatory requirements as they become more defined and implementable. Furthermore, calculations will be refined as new models and the associated systems are enhanced.

As of 30 September 2014, the Group was in compliance with the existing FINMA liquidity requirements. Additionally, its estimated pro-forma NSFR was 107%, up from 105% as of 30 June 2014, mainly due to an increase in available stable funding. The September LCR calculation is based on the latest FINMA guidance reflecting the revisions to the Swiss Liquidity Ordinance and the FINMA circular “Liquidity risks – banks”, which become effective January 2015. The Group’s estimated pro-forma regulatory LCR stood at 128%, an increase from 117% as of 30 June 2014, reflecting an increase in the liquidity asset buffer to CHF 179 billion from CHF 151 billion mainly due to increased cash and balances at central banks resulting from various issuances of short- and long-term debt along with increases in customers deposits, further enhancing the Group’s liquidity asset buffer. The Group also calculates a management LCR, for which it considers, in addition to the liquidity asset buffer, further high-quality and unencumbered contingent funding sources of CHF 54 billion as of 30 September 2014, which primarily consisted of local liquidity reserves and unutilised funding capacity, resulting in a management LCR of 167% as of 30 September 2014. In aggregate, the sources of available liquidity considered for the management LCR represented 30% of the Group’s funded balance sheet assets as of 30 September 2014.

11

Table of Contents

Pro-forma liquidity coverage ratio (LCR)

Pro-forma net stable funding ratio (NSFR)

Pro-forma liquidity asset buffer

Funding

The percentage contribution of repurchase agreements and securities lending decreased to 3.3% from 4.7% (as shown in the “Funding by product and currency” table below). The Group’s overall customer deposits remained at 58.5% of its total funding sources. The Group’s ratio of customer deposits to outstanding loan balances also remained at 129% compared with 30 June 2014.

The Group’s outstanding long-term debt, including structured debt reported as financial liabilities at fair value, increased by CHF 11 billion to CHF 136 billion as of 30 September 2014, increasing to 19.8% from 18.8% of its funding sources. Excluding structured debt, long-term debt – which comprises both senior and subordinated debt and is presented within Debt issued on the balance sheet – grew by CHF 10 billion to CHF 65 billion as of 30 September 2014. Senior debt comprises both publicly and privately placed notes and bonds, as well as covered bonds and Swiss Pfandbriefe.

During the third quarter of 2014, the Group continued to raise medium- and long-term funds through medium-term note programs and private placements and through Swiss Pfandbriefe issuances. In addition, it issued senior unsecured bonds in an amount equivalent to CHF 8.8 billion: two issuances of 5-year bonds (a 2.375% fixed rate and a floating rate tranche) totalling USD 3.0 billion, two issuances of 3-year bonds (a 1.375% fixed rate and a floating rate tranche) totalling USD 1.5 billion and two issuances of 5-year bonds (4% fixed rate and a floating rate tranche) totalling AUD 1.1 billion. Furthermore, in September, the Group also issued 1.25% fixed rate 7-year bonds and floating rate 2-year bonds, each issuance in the amount of

12

Table of Contents

EUR 1.5 billion. The Group also redeemed a EUR 0.4 billion 15-year 4.5% fixed rate subordinated bond on its first optional redemption date in September. In addition, CHF 0.2 billion of Swiss Pfandbriefe matured during the third quarter. The Group’s short-term interbank deposits (presented as Due to banks on the balance sheet), together with its outstanding short-term debt, represented 6.6% of total funding sources compared with 5.8% as of 30 June 2014.

Funding by product and currency