UBS Group AG Compensation Report 2020 Table of contents 3 Letter from the Compensation Committee of the Board of Directors 6 Shareholder engagement and say on pay 10 Compensation philosophy and governance 10 Our compensation philosophy 11 Compensation governance 13 Environmental, Social and Governance at UBS 15 Performance award pool funding 16 Compensation for GEB members 16 GEB compensation framework 18 GEB performance assessments 20 2020 performance for the Group CEOs 23 2020 total compensation for the GEB members 24 Total realized compensation for the Group CEOs 26 Group compensation 26 Compensation elements for all employees 32 2020 Group performance outcomes 33 Compensation for the Board of Directors 36 Supplemental information 36 Fixed and variable compensation for GEB members 37 Regulated staff 40 2020 Group personnel expenses 41 Deferred compensation 42 List of tables 48 Information sources Advisory vote Compensation Julie G. Richardson Our employees met these challenges with energy, determination Chair of the and commitment to continue delivering value for both our Compensation Committee clients and shareholders. of the Board of Directors Clients continued to place their trust in UBS during a tough year, as they sought stability, and we helped them navigate uncertainty through advice and solutions. UBS’s strength and resilience allowed us to responsibly deploy resources for the benefit of clients, employees and society throughout the Dear Shareholders, pandemic. UBS performed well in this environment, demonstrating the The Board of Directors and I wish to thank you for your support strength of its strategy, as well as its integrated and diversified once again at last year’s Annual General Meeting and for business model. The resilience of our operations, our disciplined sharing your views on our compensation practices over the past risk management and our ongoing investment in technology year. and infrastructure have been critical in successfully operating through the pandemic. Our full-year results further demonstrate Throughout 2020, the Board of Directors (BoD) Compensation that our strategy is the right one for UBS as we continuously Committee continued to oversee the compensation process, adapt and accelerate the pace of change. ensuring that rewards reflect performance, appropriate risk- taking and support the alignment of employees’ interests with Our employees worked from home to a significant degree those of our shareholders. As the Chair of the Compensation throughout 2020, serving our clients and enabling us to deliver Committee, I am pleased to present our Compensation Report on our targets, to make progress toward our strategic objectives for 2020. and to accelerate progress on our digitalization agenda. This is also reflected in our total shareholder returns in 2020, which As part of our ongoing engagement with shareholders during outperformed those of our peers. 2020, we received positive feedback in response to the changes we made in 2019, notably the introduction of a long-term We met or exceeded all our financial targets in 2020. Our return incentive plan. In our annual review of the compensation on CET1 capital was 17.4%, compared with our target of 12– framework, we concluded that it remains well suited to support 15%, and our return on tangible equity was 12.8%. We us in achieving our ambitions for the Group and that it provides delivered the lowest cost / income ratio since 2006 at 73.3%, strong alignment with shareholders’ interests. compared with our target of 75–78%. Every region and business division contributed over USD 1 billion in profits, as we benefited Strategy and execution leading to strong results from our business and geographical diversification. › Refer to “Financial and operating performance” in our Annual 2020 resulted in unprecedented times and challenges for Report 2020 for further details about our Group and business society, clients and employees due to the COVID-19 pandemic. It division performance required us to focus on safeguarding the well-being of our employees and their families, serving our clients and ensuring operational continuity. Supporting society and clients – We committed USD 30 million to various COVID-19-related aid projects that provide support across the communities in which we operate. – A part of this amount has been used to match the USD 15 million raised by our clients and our employees for the UBS Optimus Foundation’s COVID-19 Response Fund. – Lending and commitments to clients globally significantly increased in 2020, including CHF 3 billion to Swiss small and medium- sized entities (SMEs) under the Swiss government-backed program and USD 656 million under the US Paycheck Protection Program. – As previously communicated, we intend to donate any economic profits from these programs to COVID-19 relief efforts. › Refer to ubs.com/insociety for more information about how we support society and clients 214 3 Advisory vote UBS Group AG | Compensation Report 2020 Delivered on our capital returns commitment The balance between cash dividends and share repurchases has been adjusted from 2020 onward, with a greater weight on Our financial position remained very strong despite the share repurchases compared with prior years. We remain uncertainties caused by the COVID-19 pandemic. Credit committed to returning excess capital to our shareholders and impairments and expected credit loss expenses under IFRS 9 delivering total capital returns consistent with our previous were elevated compared with prior years, although our loan levels. For 2020, the BoD intends to propose a dividend of impairment ratios remain low by industry standards, reflecting USD 0.37 per share for approval at the Annual General Meeting the quality of our loan book. UBS neither required nor received of shareholders on 8 April 2021. any COVID-19-related financial support from the Swiss federal government. Our strong financial position and capital generation In the first quarter of 2021, we repurchased the remaining by our businesses enabled us to pay out the full dividend for CHF 100 million of our 2018–2021 USD 2 billion share 2019 and accrue a dividend for the 2020 financial year. repurchase program, which is now complete and closed. In February 2021, we launched a new three-year share repurchase program of up to CHF 4 billion, of which we expect to execute up to USD 1 billion by the end of the first quarter of 2021. Group profit before tax Return on CET1 capital Cost/income ratio USD billion in % in % +36% 430 bps (660 bps) improement +46% 500 bps (720 bps) improement 17.4 6.0 5.6 8.2 13.1 12.4 79.9 80.5 73.3 2018 2019 2020 2018 2019 2020 2018 2019 2020 Group performance award pool GEB performance award pool Per capita GEB performance award pool CHF billion CHF million CHF million +6% +16% +1% +24% +21% +18% 3.3 85.0 3.1 2.7 73.3 70.3 6.3 5.4 6.4 2018 2019 2020 2018 2019 2020 2018 2019 2020 2020 performance award pool Given the reduction in our 2019 performance award pool, which was a negative outlier versus many peers, we believe it is Over the past years, our performance award pool has important to compare the 2020 pool not only with the 2019 consistently reflected our strict pay-for-performance philosophy outlier but also with the 2018 pool. For 2020, the performance and our disciplined approach in managing compensation over award pool for the Group was USD 3.3 billion, an increase of business cycles, as well as alignment with shareholder interests. 6% compared with 2018 (or 24% compared with 2019). This was especially evident in 2019, when our performance award pool reflected factors such as risk-adjusted profit, the The Group Executive Board (GEB) performance award pool, impact of the verdict from the Court of First Instance in the which includes the Group CEOs’ performance awards and is part French cross-border matter and the resulting share price of the Group pool, was CHF 85.0 million, an increase of 1% on development, leading to a year-on-year performance award pool a per capita basis and 16% overall compared with 2018 (and reduction beyond that implied by underlying performance. +18% per capita and +21% overall compared with 2019). This reflects a smaller increase in executive compensation compared For 2020, although business performance was strong, we with the overall pool development in 2020. As a percentage of remain committed to moderation in performance-related pay. Group profit before tax, the GEB performance award pool was The 2020 performance award pool is aligned with previous years 1.1%, well below the cap of 2.5%. in which we delivered strong performance. It further considers › Refer to the “Group compensation” section of this report for the economic impact of COVID-19 and regulatory directives to more information maintain capital flexibility. 4 215 Advisory vote Delivered on our capital returns commitment The balance between cash dividends and share repurchases has Our focus on ESG including diversity, equity and inclusion diverse and inclusive organization that is innovative, provides been adjusted from 2020 onward, with a greater weight on outstanding service to our clients, offers equitable opportunities We remain fully committed to our ESG-related objectives and Our financial position remained very strong despite the share repurchases compared with prior years. We remain for all and is a great place to work for everyone. While race and reflect them in our performance and compensation processes. uncertainties caused by the COVID-19 pandemic. Credit committed to returning excess capital to our shareholders and ethnicity were already a priority in prior years, in 2020 we We are widely recognized for our sustainable practices. During impairments and expected credit loss expenses under IFRS 9 delivering total capital returns consistent with our previous elevated our focus on this important topic.