Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 22 2021 - 7:38AM
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.
Investor
Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
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 the
Institute 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.
Investor
Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
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
Investor
Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
Investor contact
Switzerland:
Media contact
|
+41-44-234
41 00
|
Switzerland:
|
+41-44-234
85 00
|
UK:
|
+44-207-567
47 14
|
Americas:
|
+1-212-882
58 58
|
APAC:
|
+852-297-1
82 00
|
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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