Item 4: Elections
4.1. Re-election of Board members
4.1.1. Re-election of Rolf A. Meyer
A. Motion
The Board of Directors proposes that Rolf A. Meyer be re-elected
for an additional three-year term of office.
B. Explanations
The term of office of Rolf A. Meyer expires at the 2006 Annual
General Meeting. He is prepared to stand for re-election.
Rolf A. Meyer (1943) was elected to the Board of Directors at the
1998 Annual General Meeting. He has chaired the Compensation
Committee since 2001 and has been a member of the Audit
Committee since 2002. Rolf A. Meyer was President and CEO of
Ciba Specialty Chemicals Holding AG until November 2000.
Since then he has been a member of various boards.
A more detailed CV may be found in the “Handbook 2005/2006”
as well as on the internet under www.ubs.com/boards.
4.1.2. Re-election of Ernesto Bertarelli
A. Motion
The Board of Directors proposes that Ernesto Bertarelli be reelected
for an additional three-year term of office.
B. Explanations
The term of office of Ernesto Bertarelli expires at the 2006 Annual
General Meeting. He is prepared to stand for re-election.
Ernesto Bertarelli (1965) was elected to the Board of Directors at
the 2002 Annual General Meeting and has been a member of
the Nominating Committee since 2005. Since 1996 he has been
CEO of Serono International SA, Geneva, where he has worked
since 1985.
A more detailed CV may be found in the “Handbook 2005/2006”
as well as on the internet under www.ubs.com/boards.
4.2. Election of new Board members
The term of office of Peter Böckli, who has been non-executive
Vice-Chairman of the Board of Directors since 2002, expires at
the 2006 Annual General Meeting. As he will be reaching retirement
age in 2006, he will not be standing for re-election.
4.2.1. Election of Gabrielle Kaufmann-Kohler
A. Motion
The Board of Directors proposes that Gabrielle Kaufmann-Kohler
be elected to the Board of Directors as a non-executive member
for a three-year term of office.
B. Explanations
Gabrielle Kaufmann-Kohler (1952) has been a partner at the law
firm Schellenberg Wittmer and a professor of international private
law at the University of Geneva since 1996. From 1985 to
1995 she was a partner at the law firm Baker & McKenzie. She is
a member of the Geneva Bar (since 1976) and of the New York
State Bar (since 1981) and is known worldwide for her expertise
in international arbitration. She has participated in over 120 international
arbitrations over the course of her career. In addition
to her membership in numerous international committees, she is
the honorary president of the Swiss Arbitration Association.
Gabrielle Kaufmann-Kohler completed her legal studies at the
University of Basel in 1977 and received her doctorate from the
same institution in 1979. She is a Swiss citizen.
4.2.2. Election of Joerg Wolle
A. Motion
The Board of Directors proposes that Joerg Wolle be elected to the
Board of Directors as a non-executive member for a three-year
term of office.
B. Explanations
Joerg Wolle (1957) was appointed Chairman and CEO of DSKH
Holding Ltd. in 2002. DSKH is a Swiss-based services group that
was established pursuant to the merger of Diethelm Keller Services
Asia and SiberHegner. Joerg Wolle worked for SiberHegner
in various capacities beginning in 1991. He spent his first four
years in Asia as the Director of Marketing and Sales, and came to
Switzerland in 1995 as a member of the executive management.
From 2000 until the merger with Diethelm Keller in 2002, he
was Chairman and CEO of SiberHegner Holding AG. Joerg Wolle
completed his studies in engineering in 1983 and received his
doctorate in 1987 from the Technical University of Chemnitz in
Germany. Joerg Wolle is a German citizen.
In addition to his professional responsibilities, Joerg Wolle serves
as President of the Swiss-Chinese Chamber of Commerce.
4.3. Election of the 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
Upon the recommendation of the Audit Committee, the Board of
Directors proposes that Ernst & Young Ltd., Basel, be re-elected for
a further one-year term of office as Group and Statutory Auditors.
Ernst & Young Ltd. have confirmed to the Audit Committee of the
Board of Directors that they possess the level of independence required
to take on this role and that their independence will not be
affected by additional mandates performed for UBS AG. Any such
additional mandates will require pre-approval by the Audit Committee.
Ernst & Young Ltd. further confirms that they did not provide
any services for UBS prohibited by the US Securities and Exchange
Commission (SEC) for a company’s principal auditor.
Ernst & Young Ltd. have been responsible for UBS AG audits
since the merger in 1998. Further information concerning the independence
of the auditors, the costs of the audit, and the lead
auditors is available in the “Handbook 2005 / 2006.”
4.4. Election of the Special Auditors
A. Motion
The Board of Directors proposes that BDO Visura, Zurich, be
elected for a three-year term of office as Special Auditors.
B. Explanations
Upon the recommendation of the Audit Committee, the Board
of Directors proposes that BDO Visura, Zurich, be elected for a
three-year term of office as Special Auditors. In accordance with
Article 31 para. 3 of the Articles of Association, Special Auditors
are responsible for providing the legally required opinions in
cases of capital increases. Pursuant to SEC regulations intended
to guarantee independent audits, such opinions may not be provided
by the principal auditors
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