agminvitation6k2024

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: March 28, 2024

UBS Group AG

(Registrants' Names)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive offices)

Commission File Number: 1-36764

Indicate by check mark whether the

registrant files or will file annual reports under

cover of

Form 20 F or Form 40-

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the Invitation

to the Annual General Meeting

of UBS Group AG and news

release with the related agenda, which

appear immediately following this page.

Investor Relations

Tel. +41-44-234

41 00

Media Relations

Tel. +41-44-234

85 00

UBS Group AG, News Release, 28

March 2024

Page 1

28 March 2024

Ad hoc announcement pursuant

to Article 53 of the SIX Exchange

Regulation Listing Rules

News Release

UBS publishes agenda for

its Annual General Meeting

on 24 April 2024

•

Gail Kelly nominated for election

to the Board of Directors

as Dieter Wemmer will

not

stand for re-election after

eight years of Board

membership

•

All other members of the

Board of Directors

will stand for re-election

•

The Board of Directors

proposes an ordinary

dividend of USD 0.70

in cash per share for

the 2023 financial year

Zurich,

28 March 2024 – UBS Group

AG will hold its 2024 Annual General

Meeting (AGM) in Basel on 24

April 2024 at 10:30am CEST.

The AGM will be held in German and English

and be broadcast live in both

languages on ubs.com/agm.

The invitation, including information on

individual agenda items, is available at

ubs.com/agm.

Agenda of the 2024 AGM

Approval of the UBS Group

AG management report and consolidated

and standalone financial

statements for the 2023 financial year

Advisory vote on the UBS Group

AG Compensation Report 2023

Advisory vote on the UBS Group

AG Sustainability Report 2023

Appropriation of total profit

and distribution of ordinary dividend

out of total profit and capital

contribution reserve

Creation of conversion capital and

amendments to the Articles of Association

Discharge of the members of the Board

of Directors and the Group

Executive Board for the

2023

financial year

Re-elections and election of members

of the Board of Directors

7.1.

Colm Kelleher,

as Chairman of the Board of

Directors

7.2.

Lukas Gähwiler

7.3.

Jeremy Anderson

7.4.

Claudia Böckstiegel

7.5.

William C. Dudley

7.6.

Patrick Firmenich

Investor Relations

Tel. +41-44-234

41 00

Media Relations

Tel. +41-44-234

85 00

UBS Group AG, News Release, 28

March 2024

Page 2

7.7.

Fred Hu

7.8.

Mark Hughes

7.9.

Nathalie Rachou

7.10.

Julie G. Richardson

7.11.

Jeanette Wong

7.12.

Gail Kelly

Re-elections and election of the members

of the Compensation Committee

8.1.

Julie G. Richardson

8.2.

Jeanette Wong

8.3.

Fred Hu

Approval of the compensation for the

members of the Board of Directors

and the Group Executive Board

9.1.

Retroactive approval of an

incremental amount of compensation

for the members of the Board

of Directors from the 2023

AGM to the 2024 AGM

9.2.

Approval of the maximum aggregate

amount of compensation for the members

of the Board of

Directors from the 2024 AGM

to the 2025 AGM

9.3.

Approval of the aggregate

amount of variable compensation for the

members of the Group

Executive Board for the 2023 financial

year

9.4.

Approval of the maximum aggregate

amount of fixed compensation for the

members of the

Group Executive Board for

the 2025 financial year

10.

Re-elections

10.1.

Re-election of the independent proxy,

ADB Altorfer Duss & Beilstein AG, Zurich

10.2.

Re-election of the auditors, Ernst & Young

Ltd, Basel

10.3.

Re-election of the special auditors, BDO

AG, Zurich

UBS Group AG

Investor contact

Switzerland:

+41-44-234 41 00

Americas:

+1-212-882 5734

Media contact

Switzerland:

+41-44-234 85 00

UK:

+44-207-567 47 14

Americas:

+1-212-882 58 58

APAC:

+852-297-1 82 00

ubs.com/media

Investor Relations

Tel. +41-44-234

41 00

Media Relations

Tel. +41-44-234

85 00

UBS Group AG, News Release, 28

March 2024

Page 3

representatives of

the media

28 March 2024

Invitation to the 2024 UBS Group

AG AGM

Dear Sir or Madam,

You are

invited to attend UBS Group

AG’s Annual General Meeting on 24 April

2024 at 10:30am CEST at

St. Jakobshalle in Basel. Doors will

open at 9:30am CEST.

For organizational purposes, participants

need to

16 April 2024,

providing us with the

information below via email (mediarelations@ubs.com).

Upon receipt of your registration,

we will send you a

confirmation, which you will need to present

on the day to gain access to the Annual General

Meeting.

Last name/first name:________________________________

_________________

Organization:

________________________________

_________________

Address:

________________________________

_________________

Telephone:

________________________________

_________________

Email:

________________________________

_________________

UBS Group AG

This Form 6-K

is hereby incorporated by

reference into the

registration statements of UBS

Group AG on

Form F-3

(Registration Number 333-272452) and

on Form

S-8 (Registration Numbers

333-200634; 333-

200635; 333-200641; 333-200665;

333-215254; 333-215255;

333-228653;

333-230312;

333-249143

and

333-272975), and into each prospectus outstanding

under any of the foregoing registration

statements.

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

Date:

March 28, 2024