Get inside Wall Road with StreetInsider Premium. Declare your 1-week free trial right here.

CALCULATION OF REGISTRATION FEE

⁽¹⁾
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

UBS AG Set off Autocallable Contingent Yield Notes

UBS AG $660,000 linked to the frequent inventory of CrowdStrike Holdings, Inc. due March 28,
2024

Funding
Description

UBS AG Set off Autocallable Contingent Yield Notes (the “Notes”)
are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS” or the “issuer”) linked to the frequent inventory
of CrowdStrike Holdings, Inc. (the “underlying asset”). UBS pays a contingent coupon on a coupon cost date provided that
the closing degree of the underlying asset on the relevant commentary date (together with the ultimate valuation date), is the same as or larger
than the coupon barrier. In any other case, no contingent coupon will likely be paid for the related coupon cost date. UBS will robotically name
the Notes early if the closing degree of the underlying asset on any commentary date (starting after 6 months) previous to the ultimate valuation
date is the same as or larger than the decision threshold degree, which is a degree of the underlying asset equal to a share of the preliminary
degree, as indicated beneath. If the Notes are topic to an automated name, UBS pays you on the coupon cost date equivalent to
such commentary date (the “name settlement date”) a money cost per Notice equal to the principal quantity plus any contingent
coupon in any other case due, and no additional funds will likely be owed to you beneath the Notes. If the Notes usually are not topic to an automated name and
the closing degree of the underlying asset on the ultimate valuation date (the “ultimate degree”) is the same as or larger than the
draw back threshold, at maturity, UBS pays you a money cost per Notice equal to the principal quantity, along with any contingent
coupon in any other case due with respect to the ultimate valuation date. If, nonetheless, the Notes usually are not topic to an automated name and the ultimate
degree is lower than the draw back threshold, at maturity, UBS pays you a money cost per Notice that’s lower than the principal quantity,
if something, leading to a share loss in your preliminary funding equal to the share decline within the underlying asset from the
preliminary degree to the ultimate degree (the “underlying return”) and, in excessive conditions, you possibly can lose your whole preliminary
funding. Investing within the Notes includes important dangers. You could lose a good portion or your whole preliminary funding
and should not obtain any contingent coupon in the course of the time period of the Notes. Typically, the next contingent coupon price on a Notice is related
with a larger danger of loss and a larger danger that you’ll not obtain contingent coupons over the time period of the Notes. The contingent
compensation of principal applies solely at maturity. Any cost on the Notes, together with any compensation of principal, is topic to the creditworthiness
of UBS. If UBS had been to default on its obligations, it’s possible you’ll not obtain any quantities owed to you beneath the Notes and you possibly can lose all
of your preliminary funding.

Discover to traders: the Notes are considerably riskier than
typical debt devices. The issuer shouldn’t be essentially obligated to repay the principal quantity of the Notes at maturity, and the
Notes might have the identical draw back market danger as that of the underlying asset. This market danger is along with the credit score danger inherent
in buying a debt obligation of UBS. You shouldn’t buy the Notes if you don’t perceive or usually are not comfy with the numerous
dangers concerned in investing within the Notes.

It’s best to rigorously take into account the dangers described beneath “Key
Dangers” starting on web page 5 and beneath “Danger Elements” starting on web page PS-9 of the accompanying product complement. Occasions
regarding any of these dangers, or different dangers and uncertainties, might adversely have an effect on the market worth of, and the return on, your
Notes. You could lose a good portion or your whole preliminary funding within the Notes. The Notes won’t be listed or displayed on
any securities alternate or any digital communications community.

Notice
Providing

The estimated preliminary worth of the Notes as of the commerce date is
$977.30. The estimated preliminary worth of the Notes was decided as of the shut of the related markets on the date hereof by reference
to UBS’ inside pricing fashions, inclusive of the inner funding price. For extra details about secondary market presents and
the estimated preliminary worth of the Notes, see “Key Dangers — Estimated Worth Concerns” and “— Dangers
Regarding Liquidity and Secondary Market Worth Concerns” starting on web page 6 herein.

See “Further Details about UBS and the Notes”
on web page ii. The Notes may have the phrases set forth within the accompanying product complement regarding the Notes, dated February 24, 2021,
the accompanying prospectus dated February 24, 2021 and this doc.

Neither the Securities and Trade Fee nor some other
regulatory physique has authorised or disapproved of those Notes or handed upon the adequacy or accuracy of this doc, the accompanying
product complement or the accompanying prospectus. Any illustration on the contrary is a prison offense.

The Notes usually are not financial institution deposits and usually are not insured by the Federal
Deposit Insurance coverage Company or some other governmental company.

⁽¹⁾ However the underwriting low cost obtained
by a number of third-party sellers from UBS Securities LLC described beneath, sure registered funding advisers or fee-based advisory
accounts unaffiliated from UBS might have agreed to buy Notes from a third-party supplier at a purchase order value of no less than $972.50 per
Notice, and such third-party supplier, with respect to such gross sales, might have agreed to forgo some or the entire underwriting low cost.

⁽²⁾ Our affiliate, UBS Securities LLC, will obtain
an underwriting low cost of $27.50 per Notice bought on this providing. UBS Securities LLC has agreed to re-allow the total quantity of this low cost
to a number of third-party sellers. Sure of such third-party sellers might resell the Notes to different securities sellers on the concern
value to the general public much less an underwriting low cost of as much as the underwriting low cost indicated within the above desk.

Further
Details about UBS and the Notes

Investor
Suitability

The suitability concerns recognized above usually are not
exhaustive. Whether or not or not the Notes are an appropriate funding for you’ll rely in your particular person circumstances. You might be urged to
seek the advice of your funding, authorized, tax, accounting and different advisors and punctiliously take into account the suitability of an funding within the Notes
in gentle of your explicit circumstances. It’s best to evaluate “Info Concerning the Underlying Asset” herein for extra info
on the underlying asset. You must also evaluate rigorously the “Key Dangers” part herein for dangers associated to an funding
within the Notes.

Closing
Phrases

Funding
Timeline

Investing within the Notes includes important dangers. You
might lose a good portion or your whole preliminary funding. Any cost on the Notes, together with any compensation of principal, is topic
to the creditworthiness of UBS. If UBS had been to default on its obligations, it’s possible you’ll not obtain any funds owed to you beneath the Notes
and you possibly can lose your whole preliminary funding.

If the Notes usually are not topic to an automated name, you
might lose a good portion or your whole preliminary funding. Particularly, if the Notes usually are not topic to an automated name and
the ultimate degree is lower than the draw back threshold, you’ll lose a share of your principal quantity equal to the underlying return
and, in excessive conditions, you possibly can lose your whole preliminary funding.

Statement
Dates⁽¹⁾ and Coupon Fee Dates⁽¹⁾⁽²⁾

Key
Dangers

An funding within the Notes includes important dangers. Investing
within the Notes shouldn’t be equal to a hypothetical funding within the underlying asset. Among the key dangers that apply to the Notes are
summarized beneath, however we urge you to learn the extra detailed clarification of dangers regarding the Notes within the “Danger Elements”
part of the accompanying product complement. We additionally urge you to seek the advice of your funding, authorized, tax, accounting and different advisors
regarding an funding within the Notes.

Dangers Regarding Return Traits

Dangers Regarding Traits
of the Underlying Asset

Estimated Worth Concerns

Dangers Regarding Liquidity
and Secondary Market Worth Concerns

Dangers Regarding Hedging Actions
and Conflicts of Curiosity

payable to you on any coupon cost
date, whether or not the Notes are topic to an automated name or any cost at maturity could also be based mostly on a substitute safety. The incidence
of any antidilution or reorganization occasion and the resultant changes might materially and adversely have an effect on the worth of, and return
on, the Notes. For extra info, see the sections “Common Phrases of the Securities — Antidilution Changes for
Securities Linked to an Underlying Fairness or Fairness Basket Asset” and “— Reorganization Occasions for Securities Linked
to an Underlying Fairness or Fairness Basket Asset” within the accompanying product complement.

Dangers Regarding Common Credit score
Traits

Dangers Regarding U.S. Federal
Earnings Taxation

Hypothetical
Examples of How the Notes Would possibly Carry out

The beneath examples are based mostly on hypothetical phrases.
The precise phrases are indicated on the duvet hereof.

The examples beneath illustrate the cost upon an automated
name or at maturity for a $1,000 Notice on a hypothetical providing of the Notes, with the next assumptions (quantities might have been rounded
for ease of reference):

Instance 1 — The Closing Stage of the Underlying
Asset is the same as or larger than the Name Threshold Stage on the Statement Date equivalent to the primary potential Name Settlement
Date.

As a result of the Notes are topic to an automated name on the primary
potential name settlement date (which is roughly 6 months after the commerce date), UBS pays you on the decision settlement date a
complete of $1,015.00 per Notice (reflecting your principal quantity plus the relevant contingent coupon). When added to the contingent coupon
of $15.00 obtained in respect of the prior commentary date, UBS may have paid you a complete of $1,030.00 per Notice, for a complete return
of three.00% on the Notes. You’ll not obtain any additional funds on the Notes.

Instance 2 — The Notes are NOT topic to an Computerized Name and the
Closing Stage is the same as or larger than the Draw back Threshold and Coupon Barrier.

As a result of the Notes usually are not topic to an automated name and
the ultimate degree is the same as or larger than the draw back threshold, UBS pays you a money cost per Notice at maturity equal to the
principal quantity, along with any contingent coupon in any other case due on the maturity date. As a result of the ultimate degree was additionally equal to or
larger than the coupon barrier, a contingent coupon will likely be paid with respect to the ultimate valuation date. At maturity, UBS pays
you a complete of $1,015.00 per Notice (reflecting your principal quantity plus the relevant contingent coupon). When added to the contingent
coupon of $15.00 obtained in respect of the prior commentary dates, UBS may have paid you a complete of $1,030.00 per Notice, for a complete
return of three.00% on the Notes.

Instance 3 — The Notes are NOT topic to an Computerized Name and the
Closing Stage is lower than the Draw back Threshold.

As a result of the Notes usually are not topic to an automated name and
the ultimate degree is lower than the draw back threshold, at maturity you may be uncovered to the unfavourable return of the underlying asset and
UBS pays you $400.00 per Notice. When added to the contingent coupon of $15.00 obtained in respect of the prior commentary dates, UBS
may have paid you $415.00 per Notice, for a loss on the Notes of 58.50%.

Investing within the Notes includes important dangers. The
Notes differ from peculiar debt securities in that UBS shouldn’t be essentially obligated to repay the total quantity of your preliminary funding.
If the Notes usually are not topic to an automated name, it’s possible you’ll lose a good portion or your whole preliminary funding. Particularly,
if the Notes usually are not topic to an automated name and the ultimate degree is lower than the draw back threshold, you’ll lose a share
of your principal quantity equal to the underlying return and, in excessive conditions, you possibly can lose your whole preliminary funding.

Any cost on the Notes, together with any funds in respect
of an automated name, contingent coupon or any compensation of principal, is topic to the creditworthiness of UBS. If UBS had been to default
on its obligations, it’s possible you’ll not obtain any funds owed to you beneath the Notes and you possibly can lose your whole preliminary funding.

Info
Concerning the Underlying Asset

All disclosures contained on this doc concerning the
underlying asset are derived from publicly out there info. UBS has not performed any unbiased evaluate or due diligence of any
publicly out there info with respect to the underlying asset. It’s best to make your individual investigation into the underlying asset.

Included beneath is a quick description of the underlying asset
issuer. This info has been obtained from publicly out there sources. Set forth beneath is a graph that illustrates the previous efficiency
for the underlying asset. The knowledge given beneath is for the interval indicated. We obtained the previous efficiency info set forth
beneath from Bloomberg Skilled^® service (“Bloomberg”) with out unbiased verification. You shouldn’t take
the historic ranges of the underlying asset as a sign of future efficiency.

The underlying asset is registered beneath the Securities Act
of 1933, the Securities Trade Act of 1934 and/or the Funding Firm Act of 1940, every as amended. Corporations with securities registered
with the SEC are required to file monetary and different info specified by the SEC periodically. Info filed by the underlying
asset issuer with the SEC may be reviewed electronically via a web site maintained by the SEC. The deal with of the SEC’s web site
is http://www.sec.gov. Info filed with the SEC may be situated by reference to its SEC file quantity supplied beneath. As well as,
info filed with the SEC may be inspected and copied on the Public Reference Part of the SEC, 100 F Road, N.E., Room 1580,
Washington, D.C. 20549. Copies of this materials may also be obtained from the Public Reference Part, at prescribed charges.

CrowdStrike Holdings, Inc.

In line with publicly out there info, CrowdStrike
Holdings, Inc. (“CrowdStrike”) is a cybersecurity firm that provides cloud-delivered endpoint and cloud workload safety.
Info filed by CrowdStrike with the SEC may be situated by reference to its SEC file quantity: 001-38933, or its CIK Code: 0001535527.
CrowdStrike’s frequent inventory is listed on the Nasdaq International Choose Market beneath the ticker image “CRWD” and commenced
buying and selling on June 12, 2019. Accordingly, the frequent inventory of CrowdStrike has restricted historic efficiency and an funding with a return
based mostly on the efficiency of the frequent inventory of CrowdStrike could also be extra dangerous than a comparable funding with a return based mostly on the
efficiency a standard inventory with a extra established file of efficiency.

Info from outdoors sources shouldn’t be integrated by reference
in, and shouldn’t be thought of a part of, this doc or any doc integrated herein by reference. UBS has not performed any unbiased
evaluate or due diligence of any publicly out there info with respect to the underlying asset.

Historic Info

The graph beneath illustrates the efficiency of CrowdStrike’s
frequent inventory from June 12, 2019 via March 24, 2021, based mostly on the day by day closing ranges as reported by Bloomberg, with out unbiased
verification. UBS has not performed any unbiased evaluate or due diligence of any publicly out there info obtained from Bloomberg.
The closing degree of CrowdStrike’s frequent inventory on March 24, 2021 was $181.60. The dotted traces respectively signify the decision
threshold degree of $154.36, which is the same as 85.00% of the preliminary degree, and the coupon barrier and draw back threshold of $127.12, which
is the same as 70.00% of the preliminary degree. Previous efficiency of the underlying asset shouldn’t be indicative of the long run efficiency of
the underlying asset in the course of the time period of the Notes.

What
Are the Tax Penalties of the Notes?

The U.S. federal revenue tax penalties of your funding
within the Notes are unsure. There aren’t any statutory provisions, laws, printed rulings or judicial selections addressing the characterization
for U.S. federal revenue tax functions of securities with phrases which can be considerably the identical because the Notes. A few of these tax penalties
are summarized beneath, however we urge you to learn the extra detailed dialogue in “Materials U.S. Federal Earnings Tax Penalties”,
together with the part “— Securities Handled as Pay as you go Derivatives or Pay as you go Forwards with Related Contingent Coupons”,
within the accompanying product complement and to debate the tax penalties of your explicit state of affairs along with your tax advisor. This dialogue
relies upon the U.S. Inside Income Code of 1986, as amended (the “Code”), ultimate, short-term and proposed U.S. Division
of the Treasury (the “Treasury”) laws, rulings and selections, in every case, as out there and in impact as of the date
hereof, all of that are topic to alter, presumably with retroactive impact. Tax penalties beneath state, native and non-U.S. legal guidelines are
not addressed herein. No ruling from the U.S. Inside Income Service (the “IRS”) has been sought as to the U.S. federal
revenue tax penalties of your funding within the Notes, and the next dialogue shouldn’t be binding on the IRS.

U.S. Tax Remedy. Pursuant to the phrases of the Notes,
UBS and also you agree, within the absence of a statutory or regulatory change or an administrative willpower or judicial ruling on the contrary,
to characterize the Notes as pay as you go spinoff contracts with respect to the underlying asset. In case your Notes are so handled, any contingent
coupon that’s paid by UBS (together with on the maturity date or name settlement date) needs to be included in your revenue as peculiar revenue
in accordance along with your common methodology of accounting for U.S. federal revenue tax functions. In figuring out our info reporting obligations,
if any, we intend to deal with the contingent coupons as peculiar revenue.

As well as, excluding quantities or proceeds attributable to
any contingent coupon, it is best to usually acknowledge acquire or loss upon the taxable disposition of your Notes in an quantity equal to the
distinction between the quantity you obtain at such time (aside from quantities or proceeds attributable to a contingent coupon or any quantity
attributable to any accrued however unpaid contingent coupon) and the quantity you paid on your Notes. Such acquire or loss ought to usually be
long-term capital acquire or loss in case you have held your Notes for a couple of yr (in any other case such acquire or loss can be short-term capital
acquire or loss if held for one yr or much less). The deductibility of capital losses is topic to limitations. Though unsure, it’s attainable
that proceeds obtained from the taxable disposition of your Notes previous to a coupon cost date, however that might be attributed to an anticipated
contingent coupon, might be handled as peculiar revenue. It’s best to seek the advice of your tax advisor concerning this danger.

We won’t try to establish whether or not the underlying asset
issuer can be handled as a “passive international funding firm” (a “PFIC”) throughout the which means of Part 1297
of the Code or as a “United States actual property holding company” (a “USRPHC”) throughout the which means of Part
897 of the Code. If any such entity had been so handled, sure antagonistic U.S. federal revenue tax penalties may apply, to a U.S. holder
within the case of a PFIC and to a non-U.S. holder within the case of a USRPHC, upon the taxable disposition of a Notice. Each U.S. holders and
non-U.S. holders ought to discuss with info filed with the SEC or the equal governmental authority by any such entity and seek the advice of
their tax advisors concerning the attainable penalties to them within the occasion that any such entity is or turns into a PFIC or USRPHC.

Primarily based on sure factual representations obtained from
us, our particular U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it will be cheap to deal with your Notes
within the method described above. Nonetheless, as a result of there isn’t any authority that particularly addresses the tax therapy of the Notes, it’s
attainable that your Notes might alternatively be handled for tax functions as a single contingent cost debt instrument or pursuant to
another characterization, such that the timing and character of your revenue from the Notes might differ materially and adversely from
the therapy described above, as described additional beneath “Materials U.S. Federal Earnings Tax Penalties”, together with the part
“— Securities Handled as Pay as you go Derivatives or Pay as you go Forwards with Related Contingent Coupons” within the accompanying
product complement.

Besides to the extent in any other case required by legislation, UBS intends
to deal with your Notes for U.S. federal revenue tax functions in accordance with the therapy described above and beneath “Materials U.S.
Federal Earnings Tax Penalties — Securities Handled as Pay as you go Derivatives or Pay as you go Forwards with Related Contingent
Coupons” within the accompanying product complement except and till such time because the IRS and the Treasury decide that another
therapy is extra applicable.

Discover 2008-2. In 2007, the IRS launched a discover
that will have an effect on the taxation of holders of the Notes. In line with Discover 2008-2, the IRS and the Treasury are actively contemplating whether or not
the holder of an instrument such because the Notes needs to be required to accrue peculiar revenue on a present foundation. It isn’t attainable to find out
what steerage they’ll in the end concern, if any. It’s attainable, nonetheless, that beneath such steerage, holders of the Notes will in the end
be required to accrue revenue at present in extra of any receipt of contingent coupons and this might be utilized on a retroactive foundation.
The IRS and the Treasury are additionally contemplating different related points, together with whether or not extra acquire or loss from such devices ought to
be handled as peculiar or capital, whether or not non-U.S. holders of such devices needs to be topic to withholding tax on any deemed revenue
accruals, and whether or not the particular “constructive possession guidelines” of Part 1260 of the Code needs to be utilized to such devices.
Each U.S. and non-U.S. holders are urged to seek the advice of their tax advisors in regards to the significance, and potential affect of the above
concerns.

Medicare Tax on Web Funding Earnings. U.S. holders
which can be people, estates or sure trusts are topic to a further 3.8% tax on all or a portion of their “web funding
revenue,” which can embody any revenue or acquire realized with respect to the Notes, to the extent of their web funding revenue that
when added to their different modified adjusted gross revenue, exceeds $200,000 for an single particular person, $250,000 for a married taxpayer
submitting a joint return (or a surviving partner), $125,000 for a married particular person submitting a separate return or the greenback quantity at which
the very best tax bracket begins for an property or belief. The three.8% Medicare tax is decided in a distinct method than the revenue tax.
U.S. holders ought to seek the advice of their tax advisors as to the results of the three.8% Medicare tax.

Specified Overseas Monetary Belongings. U.S. holders might
be topic to reporting obligations with respect to their Notes if they don’t maintain their Notes in an account maintained by a monetary
establishment and the mixture worth of their Notes and sure different “specified international monetary property” (making use of sure
attribution guidelines) exceeds an relevant threshold. Important penalties can apply if a U.S. holder is required to reveal its Notes
and fails to take action.

Non-U.S. Holders. The U.S. federal revenue tax therapy
of the contingent coupons is unclear. Topic to the discussions beneath with respect to Part 871(m) of the Code and FATCA (as outlined
beneath), our particular U.S. tax counsel is of the opinion that contingent coupons paid to a non-U.S. holder that gives us (and/or the
relevant withholding agent) with a completely accomplished and validly executed relevant IRS Kind W-8 shouldn’t be topic to U.S. withholding
tax and we don’t intend to withhold any tax on contingent coupons. Nonetheless, it’s attainable that the IRS might assert that such funds
are topic to U.S. withholding tax, or that one other withholding agent might in any other case decide that withholding is required, through which
case the opposite withholding agent might withhold as much as 30% on such funds (topic to discount or elimination of such withholding tax
pursuant to an relevant revenue tax treaty). We won’t pay any extra quantities in respect of such withholding. Topic to Part
897 of the Code, mentioned above, and Part 871(m) of the Code, mentioned beneath, acquire realized from the taxable disposition or maturity
of the Notes usually shouldn’t be topic to U.S. tax except (i) such acquire is successfully linked with a commerce or enterprise performed
by the non-U.S. holder within the U.S., (ii) the non-U.S. holder is a non-resident alien particular person and is current within the U.S. for 183 days
or extra in the course of the taxable yr of such taxable disposition and sure different circumstances are happy or (iii) the non-U.S. holder has
sure different current or former connections with the U.S.

Part 871(m). A 30% withholding tax (which can be
decreased by an relevant revenue tax treaty) is imposed beneath Part 871(m) of the Code on sure “dividend equivalents”
paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references a number of
dividend-paying U.S. fairness securities or indices containing U.S. fairness securities. The withholding tax can apply even when the instrument
doesn’t present for funds that reference dividends. Treasury laws present that the withholding tax applies to all dividend
equivalents paid or deemed paid on specified equity-linked devices which have a delta of 1 (“delta-one specified equity-linked
devices”) issued after 2016 and to all dividend equivalents paid or deemed paid on all different specified equity-linked devices
issued after 2018. Nonetheless, the IRS has issued steerage that states that the Treasury and the IRS intend to amend the efficient dates
of the Treasury laws to supply that withholding on dividend equivalents paid or deemed paid won’t apply to specified equity-linked
devices that aren’t delta-one specified equity-linked devices and are issued earlier than January 1, 2023.

Primarily based on our willpower that the Notes usually are not “delta-one”
with respect to the underlying asset, our particular U.S. tax counsel is of the opinion that the Notes shouldn’t be delta-one specified
equity-linked devices and thus shouldn’t be topic to withholding on dividend equivalents. Our willpower shouldn’t be binding on the
IRS, and the IRS might disagree with this willpower. Moreover, the appliance of Part 871(m) of the Code will rely on our determinations
on the date the phrases of the Notes are set. If withholding is required, we won’t make funds of any extra quantities.

Nonetheless, after the date the phrases are set, it’s attainable
that your Notes might be deemed to be reissued for tax functions upon the incidence of sure occasions affecting the underlying asset or
your Notes, and following such incidence your Notes might be handled as delta-one specified equity-linked devices which can be topic
to withholding on dividend equivalents. It’s also attainable that withholding tax or different tax beneath Part 871(m) of the Code might apply
to the Notes beneath these guidelines if a non-U.S. holder enters, or has entered, into sure different transactions in respect of the underlying
asset or the Notes. A non-U.S. holder that enters, or has entered, into different transactions in respect of the underlying asset or the Notes
ought to seek the advice of its tax advisor concerning the appliance of Part 871(m) of the Code to its Notes within the context of its different transactions.

Due to the uncertainty concerning the appliance of
the 30% withholding tax on dividend equivalents to the Notes, you might be urged to seek the advice of your tax advisor concerning the potential utility
of Part 871(m) of the Code and the 30% withholding tax to an funding within the Notes.

Overseas Account Tax Compliance Act. The Overseas Account
Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable
funds” (i.e., sure U.S.-source funds, together with curiosity (and unique concern low cost), dividends, different fastened or determinable
annual or periodical acquire, earnings, and revenue, and on the gross proceeds from a disposition of property of a sort which might produce U.S.-source
curiosity or dividends) and “passthru funds” (i.e., sure funds attributable to withholdable funds) made to sure
international monetary establishments (and sure of their associates) except the payee international monetary establishment agrees (or is required),
amongst different issues, to reveal the identification of any U.S. particular person with an account of the establishment (or the related affiliate) and
to yearly report sure details about such account. FATCA additionally requires withholding brokers making withholdable funds to sure
international entities that don’t disclose the title, deal with, and taxpayer identification variety of any substantial U.S. homeowners (or don’t
certify that they don’t have any substantial U.S. homeowners) to withhold tax at a price of 30%. Underneath sure circumstances, a holder might
be eligible for refunds or credit of such taxes.

Pursuant to ultimate and short-term Treasury laws and
different IRS steerage, the withholding and reporting necessities beneath FATCA will usually apply to sure “withholdable funds”,
won’t apply to gross proceeds on a sale or disposition, and can apply to sure international passthru funds solely to the extent that
such funds are made after the date that’s two years after ultimate laws defining the time period “international passthru cost”
are printed. If withholding is required, we (or the relevant paying agent) won’t be required to pay extra quantities with respect
to the quantities so withheld. Overseas monetary establishments and non-financial international entities situated in jurisdictions which have an intergovernmental
settlement with the U.S. governing FATCA could also be topic to completely different guidelines.

Traders ought to seek the advice of their tax advisors concerning the utility
of FATCA, particularly if they could be labeled as monetary establishments (or in the event that they maintain their Notes via a international entity) beneath
the FATCA guidelines.

Proposed Laws. In 2007, laws was launched
in Congress that, if it had been enacted, would have required holders of Notes bought after the invoice was enacted to accrue curiosity
revenue over the time period of the Notes even though there could also be no curiosity funds over the time period of the Notes.

Moreover, in 2013, the Home Methods and Means Committee
launched in draft type sure proposed laws regarding monetary devices. If it had been enacted, the impact of this laws
usually would have been to require devices such because the Notes to be marked to market on an annual foundation with all positive factors and losses
to be handled as peculiar, topic to sure exceptions.

It isn’t attainable to foretell whether or not any comparable or equivalent
payments will likely be enacted sooner or later, or whether or not any such invoice would have an effect on the tax therapy of your Notes. You might be urged to seek the advice of your
tax advisor concerning the attainable adjustments in legislation and their attainable affect on the tax therapy of your Notes.

Each U.S. and non-U.S. holders are urged to seek the advice of
their tax advisors in regards to the utility of U.S. federal revenue tax legal guidelines to their explicit conditions, in addition to any tax penalties
of the acquisition, useful possession and disposition of the Notes arising beneath the legal guidelines of any state, native, non-U.S. or different taxing
jurisdiction.

Supplemental
Plan of Distribution (Conflicts of Curiosity); Secondary Markets (if any)

We’ve got agreed to promote to UBS Securities LLC, and UBS Securities
LLC has agreed to buy, the entire Notes on the concern value to the general public much less the underwriting low cost indicated on the duvet hereof.
UBS Securities LLC has agreed to resell the Notes to a number of third-party sellers at a reduction from the difficulty value to the general public
equal to the underwriting low cost indicated on the duvet hereof. Sure of such third-party sellers might resell the Notes to different securities
sellers on the concern value to the general public much less an underwriting low cost of as much as the underwriting low cost indicated on the duvet hereof.
Sure unaffiliated registered funding advisers or fee-based advisory accounts might have agreed to buy Notes from a third-party
supplier at a purchase order value of no less than $972.50 per Notice, and such third-party supplier, with respect to such gross sales, might have agreed to forgo
some or the entire underwriting low cost. Moreover, we or certainly one of our associates might pay a price to an unaffiliated broker-dealer for
offering sure digital platform companies with respect to this providing.

Conflicts of Curiosity — UBS Securities
LLC is an affiliate of UBS and, as such, has a “battle of curiosity” on this providing throughout the which means of Monetary Trade
Regulatory Authority, Inc. (“FINRA”) Rule 5121. As well as, UBS will obtain the online proceeds (excluding the underwriting
low cost) from the preliminary public providing of the Notes, thus creating a further battle of curiosity throughout the which means of FINRA
Rule 5121. Consequently, the providing is being performed in compliance with the provisions of FINRA Rule 5121. UBS Securities LLC shouldn’t be
permitted to promote Notes on this providing to an account over which it workout routines discretionary authority with out the prior particular written
approval of the account holder.

UBS Securities LLC and its associates might provide to purchase
or promote the Notes within the secondary market (if any) at costs larger than UBS’ inside valuation — The worth of
the Notes at any time will fluctuate based mostly on many elements that can not be predicted. Nonetheless, the worth (not together with UBS Securities LLC’s
or any associates’ customary bid-ask spreads) at which UBS Securities LLC or any affiliate would provide to purchase or promote the Notes
instantly after the commerce date within the secondary market is anticipated to exceed the estimated preliminary worth of the Notes as decided
by reference to our inside pricing fashions. The quantity of the surplus will decline to zero on a straight line foundation over a interval ending
no later than 6 months after the commerce date, supplied that UBS Securities LLC might shorten the interval based mostly on numerous elements, together with
the magnitude of purchases and different negotiated provisions with promoting brokers. However the foregoing, UBS Securities LLC and
its associates intend, however usually are not required to make a marketplace for the Notes and should cease making a market at any time. For extra info
about secondary market presents and the estimated preliminary worth of the Notes, see “Key Dangers — Estimated Worth Concerns”
and “— Dangers Regarding Liquidity and Secondary Market Worth Concerns” herein.

Prohibition of Gross sales to EEA & UK Retail Traders —
The Notes usually are not meant to be supplied, bought or in any other case made out there to and shouldn’t be supplied, bought or in any other case made out there
to any retail investor within the European Financial Space (“EEA”). For these functions, a retail investor means an individual who’s
one (or extra) of: (i) a retail consumer as outlined in level (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
(ii) a buyer throughout the which means of Directive 2002/92/EC, as amended, the place that buyer wouldn’t qualify as an expert consumer
as outlined in level (10) of Article 4(1) of MiFID II; or (iii) not a professional investor as outlined in Directive 2003/71/EC, as amended.
Consequently, no key info doc required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”)
for providing or promoting the Notes or in any other case making them out there to retail traders within the EEA has been ready and due to this fact providing
or promoting the Notes or in any other case making them out there to any retail investor within the EEA could also be illegal beneath the EU PRIIPs Regulation.

The Notes usually are not meant to be supplied, bought or in any other case
made out there to and shouldn’t be supplied, bought or in any other case made out there to any retail investor in the UK (the “UK”).
For these functions, a retail investor within the UK means an individual who’s one (or extra) of: (i) a retail consumer as outlined in level (8) of
Article 2 of Regulation (EU) No 2017/565 because it kinds a part of home legislation by advantage of the European Union (Withdrawal) Act 2018, topic
to amendments made by the Markets in Monetary Devices (Modification) (EU Exit) Laws 2018 (SI 2018/1403), as could also be amended or
outmoded every so often (the “EUWA”); (ii) a buyer throughout the which means of the provisions of the Monetary Companies
and Markets Act 2000 (the “FSMA”) and any guidelines or laws made beneath the FSMA to implement Directive (EU) 2016/97, the place
that buyer wouldn’t qualify as an expert consumer, as outlined in level (8) of Article 2(1) of Regulation (EU) No 600/2014 because it
kinds a part of UK home legislation by advantage of the EUWA; or (iii) not a professional investor as outlined in Article 2 of the Prospectus Regulation
because it kinds a part of home legislation by advantage of the EUWA (“UK Prospectus Regulation”). Consequently, no key info doc
required by the PRIIPs Regulation because it kinds a part of UK home legislation by advantage of the EUWA (the “UK PRIIPs Regulation”) for
providing or promoting the Notes or in any other case making them out there to retail traders within the UK has been ready and due to this fact providing
or promoting the Notes or in any other case making them out there to any retail investor within the UK could also be illegal beneath the UK PRIIPs Regulation.

Validity
of the Notes

Within the opinion of Cadwalader, Wickersham & Taft LLP,
as particular counsel to the issuer, when the Notes supplied by this pricing complement have been executed and issued by the issuer and authenticated
by the trustee pursuant to the indenture and delivered, paid for and bought as contemplated herein, the Notes will likely be legitimate and binding
obligations of the issuer, enforceable in opposition to the issuer in accordance with their phrases, topic to relevant chapter, insolvency,
fraudulent conveyance, reorganization, moratorium, receivership or different legal guidelines regarding or affecting collectors’ rights usually,
and to basic rules of fairness (no matter whether or not enforcement is sought in a continuing at legislation or in fairness). This opinion is
given as of the date hereof and is proscribed to the legal guidelines of the State of New York. Insofar as this opinion includes issues ruled by
Swiss legislation, Cadwalader, Wickersham & Taft LLP has assumed, with out unbiased inquiry or investigation, the validity of the issues
opined on by Homburger AG, Swiss authorized counsel for the issuer, in its opinion dated February 24, 2021 filed on that date with the Securities
and Trade Fee as Exhibit 5.3 to the issuer’s registration assertion on Kind F-3 (the “Registration Assertion”).
As well as, this opinion is topic to customary assumptions concerning the trustee’s authorization, execution and supply of the indenture
and, with respect to the Notes, authentication of the Notes and the genuineness of signatures and sure factual issues, all as acknowledged
within the opinion of Cadwalader, Wickersham & Taft LLP dated February 24, 2021 filed with the Securities and Trade Fee as Exhibit
5.4 to the Registration Assertion.