Annual General Meeting 2005

Item 5: Capital reduction

Item 5.1.: Cancellation of shares repurchased under the 2004/2005 share buyback program and respective amendment of Article 4 of the Articles of Association

The Board of Directors proposed that the 39,935,094 shares repurchased under the buyback program approved by the 2004 AGM be cancelled and the share capital of the Corporation be accordingly reduced by CHF 31,948,075.20. Ernst & Young as Statutory Auditors confirmed to the AGM that in their assessment, the claims of creditors will be fully covered even after the reduction in share capital and that the Bank has adequate liquidity.

The Annual General Meeting approved the cancellation of the shares and the respective amendment to the Articles of Association, the voting being as follows:

Following this resolution, Article 4 (Share capital) of the Articles of Association reads as follows:
1
The share capital of the Corporation is CHF 869'538'466.40 (eight hundred and sixty-nine million, five hundred and thirty-eight thousand, four hundred and sixty-six Swiss francs and fourty centimes), divided into 1,086,923,083 registered shares with a par value of CHF 0.80 each. The share capital is fully paid up.

Paragraph 2 is unchanged.

The notary, Pascal Hensch, would officially certify this amendment to the Articles of Association.

Item 5.2.: Approval of a new 2005/2006 share buyback program

The Board of Directors proposed that the following resolution be passed:

One shareholder taking the opportunity to speak on the issue questioned the positive impact of the share buy-backs and asked that alternative ways of returning excess capital to shareholders be considered.

The Annual General Meeting approved the implementation of the proposed 2005/2006 share buyback program, the voting being as follows:

The meeting closed at 6.40 p.m.

Zurich, 25 April 2005

On behalf of the Board of Directors:

Marcel Ospel
Chairman

Gertrud Erismann-Peyer
Secretary

Items