Annual General Meeting 2005

Item 4: Elections

4.1. Re-election of Board members

4.1.1. Re-election of Marcel Ospel

A. Motion
The Board of Directors proposes that Marcel Ospel be re-elected for a three-year term of office.

B. Explanations
The term of office of Chairman Marcel Ospel expires at the 2005 AGM. He is prepared to stand for re-election. Marcel Ospel (born 1950) was elected to the Board at the 2001 AGM and thereafter appointed Chairman by the Board. Prior to this, he was Group Chief Executive Officer of UBS since the merger in 1998 of Swiss Bank Corporation and Union Bank of Switzerland.

A detailed CV of Marcel Ospel is published in the “Annual Review 2004” and is available on the Internet under www.ubs.com/boards.

4.1.2. Re-election of Lawrence A. Weinbach

A. Motion
The Board of Directors proposes that Lawrence A.Weinbach be re-elected for a three-year term of office.

B. Explanations
The term of office of Lawrence A. Weinbach expires at the 2005 AGM. He is prepared to stand for re-election. Lawrence A. Weinbach (born 1940) has been a member of the Board of Directors since 2001 and the chairman of the Board’s Audit Committee since 2002. He has been with Unisys Corporation in Blue Bell, Pennsylvania, USA since 1997 and is its executive chairman since the beginning of 2005.

A detailed CV of Lawrence A. Weinbach is published in the “Annual Review 2004” and is available on the Internet under www.ubs.com/boards.

4.2. Election of new Board members

The term of office of Alberto Togni, Executive Vice Chairman, expires at the 2005 AGM. As he is reaching retirement age in 2005, he is not standing for re-election.

4.2.1. Election of Marco Suter

A. Motion
The Board of Directors proposes that Marco Suter be elected to the Board as executive member.

B. Explanations
Marco Suter (born 1958) was appointed to the UBS Group Managing Board in 1999 and has since been Group Chief Credit Officer. He first joined UBS in 1974 when he started as an apprentice at Swiss Bank Corporation. From 1978 to 1995 he assumed various functions at SBC offices in Nyon, New York, Basel, Zurich and London. During his employment in New York, he worked from 1980 to 1987 in the credit and documentary LC departments, in securities custody and in electronic banking. In 1987 he joined SBC General Management in Basel as a credit officer responsible for credit requests from foreign offices. In 1992 he transferred to Warburg Dillon Read, where he first assumed responsibility for their merchant banking activities and later as Chief Credit Officer for Europe, Middle East and Africa. From 1996 until the merger of Swiss Bank Corporation and Union Bank of Switzerland in 1998 he was regional manager Zurich- Eastern Switzerland-Ticino for the corporate and commercial banking activities of SBC. Marco Suter is a Swiss citizen.

Upon his election, Marco Suter will assume within the Board the responsibilities currently held by Alberto Togni, namely in the area of risk control. He will also take the role of Chairman’s Office delegate to the Risk Subcommittee of the Group Executive Board.

4.2.2. Election of Peter R. Voser

A. Motion
The Board of Directors proposes that Peter R. Voser be elected to the Board as a non-executive member.

B. Explanations
Peter R. Voser (born 1958) has been Chief Financial Officer of The Royal Dutch/Shell Group of Companies and Managing Director of Shell Transport and Trading Company in London since October 2004. Before joining Shell he was Chief Financial Officer of Asea Brown Boveri (ABB) in Switzerland, after having been employed by the Royal Dutch/Shell Group of Companies in a variety of finance and business roles from August 1982 to March 2002, including five years in Switzerland, eight years in the UK, five years in Argentina and two years in Chile. In 1997 he was appointed Group Chief Internal Auditor, in 1999 Chief Financial Officer of Shell Europe Oil Products and in 2001 CFO of the Global Oil Products Business. Peter Voser graduated in business administration from the University of Applied Sciences in Zurich. He is a Swiss citizen.

In addition to his engagement with Shell, Peter Voser is a member of the Board of Directors of Aegon N.V. in the Netherlands, where he is also a member of the Audit Committee.

4.3. Re-election of Group and Statutory Auditors

A. Motion
The Board of Directors proposes that Ernst & Young Ltd., Basel, be re-elected for a one-year term of office as Group and Statutory Auditors.

B. Explanations
Ernst & Young Ltd., Basel, upon recommendation of the Audit Committee of the Board, is proposed for re-election for a further year in office as Group and Statutory Auditors. Ernst & Young have confirmed to the Audit Committee that they possess the level of independence required to take on this role and that their independence was not infringed by additional mandates performed for UBS. Such mandates also have to be pre-approved by the Audit Committee. E&Y confirms, in addition, that they did not provide any services for UBS that the US Securities and Exchange Commission (SEC) has prohibited for the company’s principal auditor.

Ernst & Young have been in charge of the UBS audit since the merger in 1998. The “Handbook 2004/2005” provides additional information on the Auditors’ independence and the fees paid, as well as on the lead audit partners in charge.