Exhibit 2(d)

UBS GROUP AG

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT

OF 1934

1

Description of the Corporation’s Ordinary Shares

The following summary of UBS Group AG’s (the “Corporation”) ordinary shares (the “shares”) is based on and qualified by

the Corporation’s Articles of Association and the laws of Switzerland. For a complete description of the terms and provisions

of the shares refer to the Corporation’s Articles of Association, which are filed as an exhibit to this Annual Report on Form

20-F. Throughout this exhibit, references to “we,” “our,” and “us” refer to the Corporation.

General

At year-end 2023, UBS Group AG had 3,462,087,722 issued shares with a nominal value of USD 0.10 each, equating to a

share capital of USD 346,208,772.20. The shares are fully paid up, and there is no liability of shareholders to further capital

calls by the Corporation.

The shares rank pari passu in all respects with each other, including voting rights, entitlement to dividends, share of the

liquidation proceeds in case of the liquidation of the Corporation, preemptive rights in the event of a share issue (

Bezugsrechte

)

and advance subscription rights in the event of the issuance of equity-linked securities (

Vorwegzeichnungsrechte

).

At the Corporation’s 2023 annual general meeting of shareholders held on 5 April 2023, shareholders approved the change of

the share capital currency of the Corporation from the Swiss franc to the US dollar, which was implemented with retroactive

effect as of 1 January 2023 for accounting purposes. As a result, the nominal value per share has changed from CHF 0.10 to

USD 0.10.

The shares are registered shares (

Namenaktien

), are issued as uncertificated securities (

einfache Wertrechte

) (in the sense of

the Swiss Code of Obligations) and, in the case of shares registered in the Corporation’s Swiss register, constitute

intermediated securities (

Bucheffekten

) (in the sense of the Swiss Federal Intermediated Securities Act).

The shares are listed on the SIX Swiss Exchange. They are also listed on the NYSE as global registered shares. As such, the

shares can be traded and transferred across applicable borders, without the need for conversion, with identical shares traded on

different stock exchanges in different currencies. We do not apply any restrictions or limitations on the transferability of

shares.

Shareholders registered in the Corporation’s share register may at any time request from the Corporation a confirmation of the

shares that they hold according to the share register. However, shareholders have no right to request the printing and delivery

of certificates for shares or the conversion of the shares into another form. In contrast, the Corporation may print and deliver

certificates for shares (individual share certificates, certificates representing multiples of shares or global certificates) at any

time. It may also withdraw shares that constitute intermediated securities from the applicable custody system. With the consent

of the applicable shareholder, the Corporation may cancel issued certificates (if any) that are returned to it without

replacement.

Share Register

Swiss law and the Corporation’s Articles of Association require the Corporation to keep a share register in which the names,

addresses and nationality (or registered office in the case of legal entities) of the owners of the shares are recorded. The main

function of the share register is to register shareholders entitled to vote and participate in shareholders’ meetings, or to assert or

exercise other rights related to voting rights.

The Corporation’s share register is split into two parts – a Swiss register, which is maintained by UBS Group AG, acting as

Swiss transfer agent, and a U.S. register, which is maintained by Computershare Trust Company, N.A., c/o Computershare

Investor Services, P.O. Box 505000, Louisville, KY 40233-5000, United States, as U.S. transfer agent.

In order to register shares in the Corporation’s share register, a shareholder must file a share registration form with the share

register. Failing such registration, a shareholder may not vote at or participate in a shareholders’ meeting but will still be

entitled to receive dividends and other rights with financial value such as preemptive rights in the event of a share issue

(

Bezugsrechte

) and advance subscription rights in the event of the issuance of equity-linked securities

(

Vorwegzeichnungsrechte

). Shareholders registered in the Corporation’s share register may at any time request from the

Corporation a confirmation of the shares that they hold according to the Corporation’s share register.

Dividend Rights and Dividends

Shareholders are entitled to the dividends or other distributions approved by the shareholders’ meeting in proportion to their

shareholdings.

Swiss law requires that at least 5% of the annual net profits of the Corporation must be retained and booked as statutory

retained earnings until these retained earnings equal, together with the Corporation’s statutory capital reserve, no less than 20%

of the Corporation’s share capital registered in the commercial register of the Canton of Zurich. Any remaining net profit of the

Corporation may be allocated by the shareholders represented at the applicable shareholders’ meeting.

2

Under Swiss law, dividends may be paid by the Corporation only if, based on its audited standalone financial statements

prepared in accordance with Swiss law, the Corporation has sufficient distributable profits from the previous financial years or

if the reserves of the Corporation are sufficient to allow distribution of a dividend. In either event, dividends may be paid by

the Corporation only after approval by the shareholders’ meeting. The Corporation’s board of directors may propose to the

shareholders that a dividend be paid, but cannot itself set the dividend. The Corporation’s statutory auditors must confirm that

any dividend proposal of the Corporation’s board of directors is in accordance with Swiss law and the Corporation’s Articles

of Association. In addition, any interim dividend may be paid based on an interim account. The provisions governing dividends

also apply to any such interim dividends.

Dividends are usually due and payable not earlier than three days after the shareholders’ resolution relating to the allocation of

profits has been passed. Under Swiss law, the statute of limitations in respect of dividend payments is five years (dividends not

paid are allocated to a special reserve of the Corporation).

The Corporation declares dividends in U.S. dollars. Shareholders holding their shares through the Depository Trust Company

or the U.S. transfer agent will receive dividend payments in U.S. dollars. Shareholders holding their shares through SIX SIS

receive dividends in Swiss francs, based on a published exchange rate calculated up to five decimal places, on the day prior to

the ex-dividend date.

Voting Rights

In principle, each share carries one vote at a shareholders’ meeting. Swiss law distinguishes between registration with and

without voting rights. Shareholders must be registered in the Corporation’s share register as shareholders with voting rights in

order to vote and participate in shareholders’ meetings or to assert or exercise other rights related to voting rights. We place no

restrictions on share ownership and voting rights. However, pursuant to general principles formulated by the Corporation’s

board of directors, nominees, which normally represent a large number of individual shareholders and may hold an unlimited

number of shares, have voting rights limited to a maximum of 5% of all issued shares if they agree to disclose, upon our

request, beneficial owners holding 0.3% or more of all issued shares. This 5% limit has been implemented to avoid large

shareholders being entered in the Corporation’s share register via nominee companies so as to exercise influence without

directly registering their shares with the Corporation. An exception to the 5% voting limit rule is in place for securities clearing

organizations, such as the Depository Trust Company.

Unless otherwise provided by Swiss law or the Corporation’s Articles of Association, resolutions require the approval of a

majority of the votes represented, excluding blank and invalid ballots, at a shareholders’ meeting in order to be passed. 

Under Swiss corporate law (or Swiss banking law, as the case may be), a resolution passed at a shareholders’ meeting with the

approval of at least a two-thirds majority of the votes, and a majority of the nominal value of shares, in each case represented at

such meeting is required in order to approve certain specific issues. Such issues include introducing shares with preferential

voting rights, any restriction on the transferability of registered shares, the creation of conditional capital, the introduction

capital band or the introduction of reserve capital, restricting or excluding preemptive rights in the event of a share issue

(

Bezugsrechte

), and, in certain circumstances, restricting or excluding advance subscription rights in the event of the issuance

of equity-linked securities (

Vorwegzeichnungsrechte

).

The Corporation’s Articles of Association require a resolution passed at a shareholders’ meeting with the approval of at least a

two-thirds majority of the votes represented at such meeting in order to approve any change to their provisions regarding the

number of members of the board of directors, any decision to remove one -quarter or more of the members of the board of

directors or the deletion or modification of the provision thereof establishing these supermajority requirements.

Shareholder ownership disclosure

Under the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of

June 19, 2015, as amended, anyone who directly, indirectly or acting in concert with third parties, acquires or disposes of

shares in a company listed in Switzerland or holds other purchase or sale positions relating to such shares, and, thereby,

directly, indirectly or in concert with third parties reaches, falls below or exceeds one of the following percentage thresholds:

3, 5, 10, 15, 20, 25, 33

1

⁄

3

, 50 or 66

2

⁄

3

% of the voting rights in such company, regardless of whether or not such rights may be

exercised, must notify the company and the Swiss stock exchange on which such shares are listed. Nominee companies that

cannot autonomously decide how voting rights are exercised are not required to notify the company and such stock exchange if

they reach, exceed or fall below the aforementioned thresholds.

Board of Directors

The term of office for each member of the Corporation’s board of directors is until the next annual general meeting of

shareholders. Pursuant to the Corporation’s organizational regulations, board members are generally expected to serve for at

least three years and no board member may serve for more than 10 consecutive terms of office. In exceptional circumstances

the Corporation’s board of directors can extend this limit.

Members whose term of office has expired are immediately eligible for re-election.

3

Liquidation Rights

In the event of liquidation of the Corporation’s assets, shareholders are entitled to a proportional share after all debts have been

paid.

Repurchase of Shares

Swiss law limits the Corporation’s ability to hold or repurchase shares. The Corporation and its subsidiaries may repurchase

shares only if and to the extent that (i) the Corporation has freely distributable reserves in the amount of the purchase price and

(ii) the aggregate nominal value of all shares held by the Corporation and its subsidiaries does not exceed 10% of the

Corporation’s nominal share capital (or 20% of its nominal share capital in specific circumstances). Repurchases for

cancellation purposes approved by the shareholders’ meeting are not subject to the 10% threshold for the Corporation’s own

shares within the meaning of article 659 paragraph 2 of the Swiss Code of Obligations. The Corporation must create a special

reserve in its standalone financial statements prepared in accordance with Swiss law in the amount of the purchase price of any

repurchased shares. Furthermore, in the Corporation’s consolidated financial statements, own shares are recorded at cost and

reported as treasury shares, resulting in a reduction in total shareholders’ equity. Shares held by the Corporation or any of its

subsidiaries do not carry any rights to vote at shareholders’ meetings.

Preemptive and Advanced Subscription Rights

Under Swiss law, any share issue, whether for cash or non-cash consideration or for no consideration, is subject to the prior

approval of the shareholders’ meeting. Existing shareholders of a Swiss corporation have certain preemptive rights in the event

of a share issue (

Bezugsrechte

) and advance subscription rights in the event of the issuance of equity-linked securities

(

Vorwegzeichnungsrechte

) to subscribe for the new shares or equity-linked securities, as the case may be, in proportion to the

nominal amount of shares held. However, the articles of association of the corporation, or a resolution approved at a

shareholders’ meeting by at least a two-thirds majority of the votes, and a majority of the nominal value of the shares, in each

case represented at the meeting, may limit or exclude such preemptive or advance subscription rights in certain limited

circumstances.