Elections
4.1. Re-election of Members of the Board of Directors
On the basis of the approval of Article 19 para. 1 of the Articles of Association as set forth
in Agenda Item 3, the Board of Directors proposes that Peter Voser and Lawrence A.
Weinbach, each of whose term of office expires at the 2008 Annual General Meeting, be
re-elected for a one-year term. If the shareholders should reject the proposed modification
of Article 19 para. 1 of the Articles of Association, the re-elections under this Agenda Item
4.1. shall be for a three-year term of office as per the current Articles of Association.
4.1.1. Marcel Ospel*
On 31 March 2008, Marcel Ospel declared that he will not stand for re-election at the
Annual General Meeting 2008. Under these circumstances, this agenda point will be
redundant.
4.1.2. Peter Voser
A. Motion
The Board of Directors proposes that Peter Voser be re-elected for an additional one-year
term of office.
B. Explanations
The term of office of Peter Voser expires at the 2008 Annual General Meeting. He is
prepared to stand for re-election.
Peter Voser (1958) was elected to the Board of Directors at the Annual General Meeting in
April 2005. He has been a member of the Audit Committee since 2006. Peter Voser will
take over as Chairman of the Audit Committee from Lawrence A. Weinbach.
Peter Voser has been Chief Financial Officer of Royal Dutch Shell plc in London since 2004
and is also a board member of the Federal Auditor Oversight Authority.
A more detailed CV may be found in the "Corporate Governance and Compensation
Report 2007" as well as on the internet at www.ubs.com/boards.
4.1.3. Lawrence A. Weinbach
A. Motion
The Board of Directors proposes that Lawrence A. Weinbach be re-elected for an additional
one-year term of office.
B. Explanations
The term of office of Lawrence A. Weinbach expires at the 2008 Annual General Meeting.
He is prepared to stand for re-election.
Lawrence A. Weinbach (1940) was elected to the Board of Directors at the Annual General
Meeting in April 2001. As Chairman of the Audit Committee, Lawrence A. Weinbach
expressed his desire to hand over the Chairmanship of this committee. He will be succeeded
as Chairman by Peter Voser but will remain a member of the Audit Committee and
continue to provide his valuable experience and expertise.
Lawrence A. Weinbach is a partner of Yankee Hill Capital Management LLC, a private
equity firm based in Southport, CT (USA).
A more detailed CV may be found in the "Corporate Governance and Compensation
Report 2007" as well as on the internet at www.ubs.com/boards.
4.2. Election of New Members of the Board of Directors*
On the basis of the approval of Article 19 para. 1 of the Articles of Association as set forth
in Agenda Item 3, the Board of Directors proposes that David Sidwell and Peter Kurer be
elected for a one-year term each. If the shareholders should reject the proposed
modification of Article 19 para. 1 of the Articles of Association, the elections under this
Agenda Item 4.2. shall be for a three-year term of office as per the current Articles of
Association.
4.2.1 David Sidwell
A. Motion
The Board of Directors proposes that David Sidwell be elected as a non-executive member
of the Board of Directors for a one-year term of office.
B. Explanations
David Sidwell (1953) retired as Chief Financial Officer and member of the management
committee at Morgan Stanley at the end of 2007. In this role he led a finance function of
3,000 professionals and played a central role in Morgan Stanley’s efforts to improve its risktaking
and capital allocation through his performance evaluation of its businesses.
David Sidwell joined Morgan Stanley in 2004 following a 20 year career with JP Morgan.
After the merger of JP Morgan with Chase in 2000 and until he left in March 2004, he was
Chief Financial Officer of the investment bank.
He is a trustee of the International Accounting Standards Committee Foundation, a
member of the Advisory Committee of the US Securities and Exchange Commission (SEC)
and an independent director of the MSCI Barra Inc.
4.2.2. Peter Kurer*
A. Motion
The Board of Directors proposes that Peter Kurer be elected as an executive member of the
Board of Directors for a one-year term of office.
B. Explanations
In the official invitation of 31 March 2008, the Board of Directors has reserved the right to
nominate additional persons for election as new members of the Board of Directors. As a
result of Marcel Ospel's decision not to stand for re-election between the time of printing
and the publication of the invitation, the Board of Directors has resolved to propose Peter
Kurer for election as executive member of the Board of Directors. Pending his election, the
Board of Directors intends to appoint Peter Kurer as Chairman of the Board.
Peter Kurer (1949) joined UBS in 2001 as Group General Counsel and has been a member
of the Group Executive Board since 2002. Between 1991 and 2001 he was a partner at the
Homburger law firm in Zurich. During that time he held several board memberships of
financial and other firms.
Peter Kurer has a long and distinguished career as a lawyer in private practice and manager
of a large legal and compliance function.
A more detailed CV may be found in the "Corporate Governance and Compensation Report
2007" as well as on the internet at www.ubs.com/geb
4.3. Re-Election of the Auditors (Ernst & Young Ltd., Basel)
A. Motion
The Board of Directors proposes that Ernst & Young Ltd., Basel, be re-elected for a one-year
term of office as Auditors for the financial statements of UBS AG and the consolidated
financial statements of the UBS Group.
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 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 confirm that they did not provide any services for UBS prohibited by the US
Securities and Exchange Commission (SEC) for a company's principal auditor in the period
from 1 January until 31 December 2007.
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 "Corporate Governance and Compensation Report
2007".
* revised 1 April 2008
* Revised version of 1 April 2008
